Common use of Real Property Clause in Contracts

Real Property. (a) Except as would not reasonably be expected to have a Company Material Adverse Effect, the Company or a Subsidiary of the Company owns and has either good and marketable title in fee or a valid leasehold interest, easement or other rights to the land, buildings, structures and other improvements thereon and fixtures thereto necessary to permit it to conduct its business as currently conducted, in each case free and clear of all Liens (except in all cases for Permitted Liens). Except as would not reasonably be expected to have a Company Material Adverse Effect and except as may be limited by the Bankruptcy and Equity Exception, all leases, Rights of Way agreements or other agreements under which the Company or any of its Subsidiaries lease, access or use any real property or real property interest are valid, binding and in full force and effect against the Company or any of its Subsidiaries and, to the Knowledge of the Company, the counterparties thereto, in accordance with their respective terms, and neither the Company nor any of its Subsidiaries are in default under any of such leases, Rights of Way or other agreements. (b) Each of the Company and its Subsidiaries has such consents, easements, rights of way, permits, licenses and other similar real property interests (collectively, “Rights of Way”) from each person as are sufficient to conduct its business as currently conducted, except for such Rights of Way the absence of which have not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and its Subsidiaries has fulfilled and performed all its material obligations with respect to such Rights of Way and conducts their business in a manner that does not violate any of the Rights of Way, and no event has occurred that would result in, or after notice or lapse of time would result in, revocation or termination thereof or would result in any impairment of the rights of the holder of any such Rights of Way, except for such revocations, terminations and impairments that have not had and would not reasonably be expected to have a Company Material Adverse Effect. All pipelines owned or operated by the Company and its Subsidiaries are subject to Rights of Way, there are no encroachments or other encumbrances on the Rights of Way that materially affect the use thereof, there are no encroachments of improvements of the Company or any of its Subsidiaries outside of the boundaries of such Rights of Way other than encroachments that have not had and would not reasonably be expected to have a Company Material Adverse Effect and there are no gaps (including any gap arising as a result of any breach by the Company or any of its Subsidiaries of the terms of any Rights of Way) in the Rights of Way other than gaps that have not had and would not reasonably be expected to have a Company Material Adverse Effect.

Real Property. (a) Except as would The Company does not reasonably be expected to have a Company Material Adverse Effect, the Company or a Subsidiary own any real property. (b) Schedule 3.22(b) of the Company owns and has either good and marketable title in fee Disclosure Letter sets forth a list of each lease, sublease, occupancy or a valid leasehold interest, easement co-location agreement or other rights Contract under which it is lessee or sublessee of any real property (the “Leased Real Property”) owned by any third party, and specifies the name of the lessor, lessee and address of the Leased Real Property (the Contracts pursuant to which such Leased Real Property is leased being the “Leases”). The Company has made available to Acquiror true and complete copies of each Lease (including all modifications, amendments and supplements thereto and waivers thereunder). With respect to the landLeases, buildingsneither the Company, structures and nor, to the Knowledge of the Company, any other improvements thereon and fixtures thereto necessary party to permit it any such Lease, is in breach of or default under such Lease in any material respect. Each Lease to conduct its business as currently conducted, in each case free and clear of all Liens (except in all cases for Permitted Liens). Except as would not reasonably be expected to have a Company Material Adverse Effect and except as may be limited by the Bankruptcy and Equity Exception, all leases, Rights of Way agreements or other agreements under which the Company or any is a party (i) is a legal and binding obligation of its Subsidiaries leasethe Company, access or use any real property or real property interest are valid, binding and in full force and effect against the Company or any of its Subsidiaries and, to the Knowledge of the Company, the counterparties other relevant parties thereto and (ii) is in full force and effect, enforceable against the Company and, to the Knowledge of the Company, the other parties thereto, in accordance with their respective termsthe terms thereof, except to the extent that the enforceability thereof may be limited by the Equitable Exceptions. The Company has accepted possession of the Leased Real Property demised pursuant to each Lease and neither the Company nor any of is in actual possession thereof and has not sublet, assigned, encumbered or hypothecated its Subsidiaries are in default under any of such leases, Rights of Way or other agreements. (bleasehold interest. Except as set forth on Schedule 3.22(b) Each of the Company Disclosure Letter, the Company has all right, title, and its Subsidiaries has such consents, easements, rights of way, permits, licenses interest in all leasehold estates and other similar real property interests (collectivelyrights purported to be granted to it by each Lease, “Rights in each case free and clear of Way”) from each person as any Encumbrance and any Encumbrances which are sufficient suffered or incurred by the fee owner on its interest in such Leased Real Property are expressly subordinate to conduct its business as currently conductedthe Company’s rights under the Leases pursuant to written subordination, except for such Rights of Way the absence non-disturbance and attornment agreements, complete and accurate copies of which have not had and would not reasonably be expected been made available to have a Company Material Adverse EffectAcquiror. Each of the Company and its Subsidiaries has fulfilled and performed all its material obligations with respect to such Rights of Way and conducts their business in a manner that does not violate any of the Rights of Way, and no event No Occurrence has occurred that would result inor exists which, or after with notice or lapse of time or both, may give rise to, serve as a basis for, or would constitute an event of default under any Lease or result in, revocation or in a termination thereof or would result cause or permit the acceleration or other changes of any right or obligation or the loss of any material benefit thereunder. No security deposit or portion thereof deposited with respect to any Lease has been applied in respect of a breach of or default under such Lease that has not been redeposited in full. The Company does not owe, nor will owe in the future, any impairment brokerage commissions or finder’s fees with respect to the Leases. The other party to any Lease is not an Affiliate of, and otherwise does not have any economic interest in the Company. No construction, alteration, or other leasehold improvement work with respect to any Lease remains to be paid for or performed by any party to a Lease except for any such work required by the parties thereunder as part of the rights maintenance, repair and replacement obligations, including with respect to casualty damage, and all contributions, allowances and concessions required to be paid or given by the landlord or tenant under the Leases have been paid or given. (c) The Leased Real Property, is in material compliance with all applicable building, zoning, subdivision, health and safety and other land use and similar applicable Laws affecting the Leased Real Property, and the Company has not received any notice of the holder any violation or claimed violation by any of them of any such Rights Laws with respect to the Leased Real Property which have not been resolved. (d) The current use of Waythe Leased Real Property does not violate in any material respect any instrument of record or agreement affecting the Leased Real Property, and there is no violation of any covenant, condition, restriction, easement or order of any Governmental Authority having jurisdiction over the Leased Real Property or the use or occupancy thereof, except for such revocations, terminations and impairments that have not had and violations as would not reasonably be expected materially interfere with the continued use and operations for the Company’s business as currently conducted of the property to have a Company Material Adverse Effect. All pipelines owned which they relate or operated materially adversely affect the value thereof for the current use of the Company. (e) There are no proposed special assessments, or proposed material changes in property Tax or land use or other applicable Laws affecting the Leased Real Property. (f) There is no pending or, to the Knowledge of the Company, threatened Action that would interfere with the use or quiet enjoyment of any of the Leased Real Property by the Company and its Subsidiaries are subject prior to Rights of Way, there are no encroachments or other encumbrances on after the Rights of Way that materially affect Closing. (g) The Leased Real Property is adequate to service the use thereof, there are no encroachments of improvements normal operations of the Company or any of its Subsidiaries outside at each Leased Real Property as conducted in the last twelve (12) months and, all material Governmental Permits required in connection with the normal operation of the boundaries of such Rights of Way other than encroachments that have not had and would not reasonably be expected to have a Company Material Adverse Effect and there are no gaps (including any gap arising Leased Real Property as a result of any breach by the Company or any of its Subsidiaries of the terms of any Rights of Way) operated in the Rights of Way other than gaps that last twelve (12) months have not had been obtained and would not reasonably be expected to have a Company Material Adverse Effectare in full force and effect.

Real Property. (a) Section 4.19(a) of the Company Disclosure Letter sets forth a true, correct and complete list, as of the date of this Agreement of (w) the street address of each parcel of Leased Real Property, (x) the identity of the lessor, lessee and current occupant (if different from lessee) of each such parcel of Leased Real Property, (y) the terms and rental payment amounts pertaining to each such parcel of Leased Real Property and (z) the current use of each such parcel of Leased Real Property. Neither the Company nor its Subsidiaries owns any real property. Except as would not be or reasonably be expected to have a Company Material Adverse Effect, be material to the Company or a Subsidiary business of the Company owns and has either its Subsidiaries (taken as a whole), with respect to each parcel of Leased Real Property: (i) The Company or one of its Subsidiaries holds a good and marketable title in fee or a valid leasehold interestestate in such Leased Real Property, easement or other rights to the land, buildings, structures and other improvements thereon and fixtures thereto necessary to permit it to conduct its business as currently conducted, in each case free and clear of all Liens (Liens, except in all cases for Permitted Liens). Except as would not reasonably be expected . (ii) The Company and its Subsidiaries have delivered to have a Company Material Adverse Effect Acquiror true, correct and except as may be limited by the Bankruptcy and Equity Exception, complete copies of all leases, Rights of Way lease guaranties, subleases, agreements for the leasing, use or other agreements under which occupancy of, or otherwise granting a right in and to the Leased Real Property by or to the Company or any of its Subsidiaries leaseSubsidiaries, access including all amendments, terminations and modifications thereof (collectively, the “Real Property Leases”), and none of such Real Property Leases has been modified in any material respect, except to the extent that such modifications have been disclosed by the copies delivered to Acquiror. (iii) The Company’s and its Subsidiaries’, as applicable, possession and quiet enjoyment of the Leased Real Property under such Real Property Leases has not been materially disturbed and, there are no material disputes pending or use any real property or real property interest are valid, binding and in full force and effect against to the knowledge of the Company or any of its Subsidiaries and, threatened with respect to such Real Property Leases. (iv) To the Knowledge knowledge of the Company, no party, other than the counterparties theretoCompany or its Subsidiaries, in accordance with their respective terms, and neither has any right to use or occupy the Leased Real Property or any portion thereof. (v) Neither the Company nor any of its Subsidiaries are has received written notice of any condemnation proceeding or proposed similar Action or agreement for taking in default under any lieu of such leases, Rights of Way or other agreements. (b) Each of the Company and its Subsidiaries has such consents, easements, rights of way, permits, licenses and other similar real property interests (collectively, “Rights of Way”) from each person as are sufficient to conduct its business as currently conducted, except for such Rights of Way the absence of which have not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and its Subsidiaries has fulfilled and performed all its material obligations condemnation with respect to such Rights of Way and conducts their business in a manner that does not violate any portion of the Rights of Way, and no event has occurred that would result in, or after notice or lapse of time would result in, revocation or termination thereof or would result in any impairment of the rights of the holder of any such Rights of Way, except for such revocations, terminations and impairments that have not had and would not reasonably be expected to have a Company Material Adverse EffectLeased Real Property. All pipelines owned or operated No material defaults by the Company and its Subsidiaries are subject to Rights of Way, there are no encroachments or other encumbrances on the Rights of Way that materially affect the use thereof, there are no encroachments of improvements of (A) the Company or any of its Subsidiaries outside or (B) to the knowledge of the boundaries of such Rights of Way other than encroachments that have not had and would not reasonably be expected to have a Company Material Adverse Effect and there are no gaps (including Company, any gap arising landlord or sub-landlord, as a result of applicable, presently exists under any breach by the Company or any of its Subsidiaries of the terms of any Rights of Way) in the Rights of Way other than gaps that have not had and would not reasonably be expected to have a Company Material Adverse EffectReal Property Lease.

Real Property. To the extent any real property taxes and assessments on the Premises are assessed directly to Tenant, Tenant shall be responsible for and shall pay prior to delinquency all such taxes and assessments levied against the Premises. Upon request by Landlord, Tenant shall furnish Landlord with satisfactory evidence of Tenant’s payment thereof. To the extent the Premises are taxed or assessed to Landlord following the Rent Commencement Date, such real property taxes and assessments shall constitute Operating Expenses (as that term is defined in Section 5.2 of this Lease) and shall be paid in accordance with the provisions of Article 5 of this Lease. Notwithstanding the foregoing provisions, if real property taxes and assessments on the Service Annex are assessed directly to Tenant (which the parties do not expect to be the case), Tenant shall only be required to bear a share of such Service Annex taxes and assessments proportional to the percentage of square footage of the Service Annex that is allocated to the Building, and Landlord shall reimburse Tenant or cause Tenant to be reimbursed for the portion of such Service Annex taxes and assessments allocable to the Adjacent Building. Notwithstanding the foregoing, Tenant shall not be required to pay, and there shall not be included in Operating Expenses, any tax or assessment or increase therein (a) Except as would not reasonably be expected to have in the nature of a Company Material Adverse Effecttax on Landlord’s net income, or in the Company nature of an inheritance, gift, transfer, estate or a Subsidiary of the Company owns and has either good and marketable title in fee death tax; or a valid leasehold interest, easement or other rights to the land, buildings, structures and other improvements thereon and fixtures thereto necessary to permit it to conduct its business as currently conducted, in each case free and clear of all Liens (except in all cases for Permitted Liens). Except as would not reasonably be expected to have a Company Material Adverse Effect and except as may be limited by the Bankruptcy and Equity Exception, all leases, Rights of Way agreements or other agreements under which the Company or any of its Subsidiaries lease, access or use any real property or real property interest are valid, binding and in full force and effect against the Company or any of its Subsidiaries and, to the Knowledge of the Company, the counterparties thereto, in accordance with their respective terms, and neither the Company nor any of its Subsidiaries are in default under any of such leases, Rights of Way or other agreements. (b) Each in excess of the Company and its Subsidiaries has amount which would be payable on a current basis if such consentstax or assessment were paid in installments over the full period for which such installments would customarily be paid; or (c) imposed on land or improvements other than those constituting part of the Center (except to the extent, easementsif any, rights that an allocable share of way, permits, licenses and other similar real property interests (collectively, “Rights of Way”) from each person as are sufficient to conduct its business as currently conducted, except for such Rights of Way the absence of which have taxes or assessments on land or improvements not had and would not reasonably be expected to have a Company Material Adverse Effect. Each constituting part of the Company and its Subsidiaries has fulfilled and performed all its material obligations with respect Center may be chargeable to Landlord or the Center pursuant to the Master Declaration as defined in Section 15.4 below, in which event such Rights of Way and conducts their business real property taxes or assessments may be included in a manner that does not violate any of Operating Expenses to the Rights of Way, and no event has occurred that would result in, or after notice or lapse of time would result in, revocation or termination thereof or would result in any impairment of the rights of the holder of any such Rights of Way, except for such revocations, terminations and impairments that have not had and would not reasonably be expected to have a Company Material Adverse Effect. All pipelines owned or operated by the Company and its Subsidiaries are subject to Rights of Way, there are no encroachments or other encumbrances on the Rights of Way that materially affect the use thereof, there are no encroachments of improvements of the Company or any of its Subsidiaries outside of the boundaries of such Rights of Way other than encroachments that have not had and would not reasonably be expected to have a Company Material Adverse Effect and there are no gaps (including any gap arising as a result of any breach by the Company or any of its Subsidiaries of the terms of any Rights of Way) in the Rights of Way other than gaps that have not had and would not reasonably be expected to have a Company Material Adverse Effectextent permitted under Article 5 below).

Real Property. (a) Except Neither the Company nor any of its Subsidiaries owns any real property in fee (or the equivalent interest in the applicable jurisdiction). (b) As of the date of this Agreement, except as would not reasonably be expected material to have the Company and its Subsidiaries, taken as a Company Material Adverse Effectwhole, the Company or a Subsidiary and each of the Company owns and has either good and marketable title in fee or its Subsidiaries have a valid leasehold interestleasehold, easement subleasehold or other rights to the land, buildings, structures and other improvements thereon and fixtures thereto necessary to permit it to conduct its business as currently conducted, in each case free and clear of all Liens (except license interests in all cases for Permitted Liens). Except real property leased, subleased, licensed or otherwise occupied (whether as would not reasonably be expected a tenant, subtenant or pursuant to have a Company Material Adverse Effect and except as may be limited other occupancy arrangements) by the Bankruptcy and Equity Exception, all leases, Rights of Way agreements or other agreements under which the Company or any of its Subsidiaries (collectively, including the improvements thereon, the “Company Leased Real Property”) subject to no Liens other than Permitted Liens. Section 3.16(b) of the Company Disclosure Letter contains an accurate and complete list of each written lease, access sublease, or use license with respect to the Company Leased Real Property (together with all schedules, exhibits, addenda, amendments, modifications, consents, extensions and all other notices or agreements related thereto, the “Company Real Property Leases”). (c) The Company Leased Real Property constitutes all interests of the Company and any Subsidiary in and to any real property or property, and the Company Real Property Leases constitutes all interests in real property interest are valid, required for the operation of conduct of the business of the Company and its Subsidiaries as now conducted or reasonably anticipated to be conducted. (d) Each Company Real Property Lease is the valid and binding and in full force and effect against obligation of the Company or any one of its Subsidiaries andSubsidiaries, to the Knowledge of the Company, the counterparties thereto, enforceable in accordance with their respective termsits terms except as limited by bankruptcy, insolvency, reorganization, moratorium, marshaling or other similar laws relating to creditors’ rights generally or by general principles of equity (whether considered in an action at law or in equity) and to the discretion of the court before which any proceedings therefor may be brought. As of the date of this Agreement, except as would not be material to the Company and its Subsidiaries, taken as a whole, neither the Company nor any of its Subsidiaries are in default under has received any of such leases, Rights of Way or other agreements. (b) Each of the Company and its Subsidiaries has such consents, easements, rights of way, permits, licenses and other similar real property interests (collectively, “Rights of Way”) from each person as are sufficient to conduct its business as currently conducted, except for such Rights of Way the absence of which have not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and its Subsidiaries has fulfilled and performed all its material obligations with respect to such Rights of Way and conducts their business in a manner that does not violate any of the Rights of Way, and no event has occurred that would result inwritten communication from, or after notice or lapse of time would result ingiven any written communication to, revocation or termination thereof or would result in any impairment of the rights of the holder of any such Rights of Way, except other party to a lease for such revocations, terminations and impairments Company Leased Real Property alleging that have not had and would not reasonably be expected to have a Company Material Adverse Effect. All pipelines owned or operated by the Company and its Subsidiaries are subject to Rights of Way, there are no encroachments or other encumbrances on the Rights of Way that materially affect the use thereof, there are no encroachments of improvements of the Company or any of its Subsidiaries outside of or such other party, as the boundaries of case may be, is in default under such Rights of Way other than encroachments that have not had and would not reasonably be expected to have a Company Material Adverse Effect and there are no gaps (including any gap arising as a result of any breach by lease nor does the Company or any Subsidiary have knowledge of the existence of, any default, event or circumstance that, with notice or lapse of time, or both, would constitute a default by the party that is the lessee or lessor of such Company Leased Real Property or result in, the acceleration, termination, modification or cancellation of any obligation or result in the loss of any benefit under such Company Real Property Lease. There is no lease, sublease, license, use, occupancy or similar agreement granting to any party (other than the Company or its Subsidiaries) any occupancy or use rights for any Company Leased Real Property, and, no party, other than the Company or its Subsidiaries of the terms will hold leasehold title to or occupancy rights or be in possession of any Rights of Way) in the Rights of Way other than gaps that have not had and would not reasonably be expected to have a Company Material Adverse EffectLeased Real Property.

Real Property. (aThe Company and its Subsidiaries do not own any real property. Section 4.17(a) Except as would not reasonably be expected to have a Company Material Adverse Effect, the Company or a Subsidiary of the Company owns Disclosure Schedule contains a complete and has either good and marketable title in fee or a valid leasehold interestaccurate list, easement or other rights to as of the landdate hereof, buildings, structures and other improvements thereon and fixtures thereto necessary to permit it to conduct its business as currently conducted, in each case free and clear of all Liens (except in all cases for Permitted Liens). Except as would not reasonably be expected to have a Company Material Adverse Effect and except as may be limited by of the Bankruptcy and Equity Exception, all existing material leases, Rights of Way agreements subleases or other agreements (collectively, the “Leases”) under which the Company or any of its Subsidiaries leaseuses or occupies or has the right to use or occupy, access now or use in the future, any real property or real property interest are valid(such property, binding the “Leased Real Property”). Prior to the Purchase Time the Company will make available to Parent true, correct and complete copies of all Leases (including all material modifications and amendments thereto). The Company and/or its Subsidiaries have and own valid leasehold estates in full force the Leased Real Property, free and effect against clear of all Liens other than Permitted Liens. Section 4.17(b) of the Company Disclosure Schedule contains a complete and accurate list, as of the date hereof, of all of the existing Leases granting to any Person, other than the Company or any of its Subsidiaries, any right to use or occupy, now or in the future, any of the Leased Real Property. The Leases are each in full force and effect in accordance with their respective terms (except as such enforceability may be subject to laws of general application relating to bankruptcy, insolvency, reorganization, moratorium or other laws relating to creditors rights generally, the relief of debtors and rules of law governing specific performance, injunctive relief, or other equitable remedies). Neither the Company nor any of its Subsidiaries and(i) is in material breach of or default under, or has received written notice of any material breach of or default under, any material Lease and (ii) to the Knowledge of the Company, the counterparties thereto, in accordance with their respective terms, and neither the Company nor any of its Subsidiaries are in default under any of such leases, Rights of Way or other agreements. (b) Each of the Company and its Subsidiaries has such consents, easements, rights of way, permits, licenses and other similar real property interests (collectively, “Rights of Way”) from each person as are sufficient to conduct its business as currently conducted, except for such Rights of Way the absence of which have not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and its Subsidiaries has fulfilled and performed all its material obligations with respect to such Rights of Way and conducts their business in a manner that does not violate any of the Rights of Way, and no event has occurred that would result in, or after with notice or lapse of time or both would result in, revocation constitute a material breach or termination thereof or would result in any impairment of the rights of the holder of any such Rights of Way, except for such revocations, terminations and impairments that have not had and would not reasonably be expected to have a Company Material Adverse Effect. All pipelines owned or operated by the Company and its Subsidiaries are subject to Rights of Way, there are no encroachments or other encumbrances on the Rights of Way that materially affect the use thereof, there are no encroachments of improvements of the Company or any of its Subsidiaries outside of the boundaries of such Rights of Way other than encroachments that have not had and would not reasonably be expected to have a Company Material Adverse Effect and there are no gaps (including any gap arising as a result of any breach default thereunder by the Company or any of its Subsidiaries of the terms of or any Rights of Way) other party thereto, except, in the Rights case of Way other than gaps that have not had clause (i) and (ii), as would not reasonably be expected to have result in a Company Material Adverse EffectEffect on the Company.

Real Property. (a) Except as would not reasonably be expected to have a Company Material Adverse EffectEVI and each of its Subsidiaries has good, marketable, and valid title to, or in the Company or a Subsidiary case of leased property and leased tangible assets, valid leasehold interests in, all of the Company owns real property and has either good and marketable title tangible assets used in fee or a valid leasehold interest, easement or other rights to the land, buildings, structures and other improvements thereon and fixtures thereto necessary to permit it to conduct of its business as currently conductedand all such property and assets, other than real property and assets in each case which EVI or any of its Subsidiaries has leasehold interests, are free and clear of all Liens (Liens, except in all cases for Permitted Liens). Except as would not reasonably be expected to have . (b) Section 4.16(b) of the EVI Disclosure Schedule sets forth a Company Material Adverse Effect complete and except as may be limited correct list of all real property and interests in real property currently owned by the Bankruptcy and Equity Exception, all leases, Rights of Way agreements or other agreements under which the Company EVI or any of its Subsidiaries lease, access or use any real property or real property interest are valid, binding (each an “EVI Owned Real Property”) and in full force and effect against the Company leased by EVI or any of its Subsidiaries andSubsidiaries, including the terms of each lease (each a “EVI Leased Real Property”) and EVI has made available to the Knowledge MTI true, correct and complete copies of each of the CompanyContracts relating to such EVI Owned Real Property and EVI Leased Real Property. With respect to each EVI Leased Real Property, the counterparties thereto, in accordance with their respective terms, and neither the Company EVI nor any of its Subsidiaries are in default under has subleased, licensed or otherwise granted anyone a right to use or occupy such EVI Leased Real Property or any portion thereof. EVI and each of such leases, Rights of Way or other agreements. (b) Each of the Company and its Subsidiaries has such consents, easements, rights enjoy peaceful and undisturbed possession of way, permits, licenses each EVI Owned Real Property and other similar real property interests (collectively, “Rights of Way”) from each person as are sufficient to conduct its business as currently conducted, except for such Rights of Way the absence of which have not had and would not reasonably be expected to have a Company Material Adverse EffectEVI Leased Real Property. Each of the Company EVI Owned Real Property and its Subsidiaries EVI Leased Real Property is in good condition and has fulfilled and performed all its material obligations been maintained in good repair in a manner consistent with standards generally followed with respect to such Rights of Way and conducts their business in a manner that does not violate any of the Rights of Waysimilar properties, and no event has occurred that would result in, or after notice or lapse satisfactorily serves the purposes for which it is used in the business of time would result in, revocation or termination thereof or would result in any impairment of the rights of the holder of any such Rights of Way, except for such revocations, terminations and impairments that have not had and would not reasonably be expected to have a Company Material Adverse Effect. All pipelines owned or operated by the Company EVI and its Subsidiaries are subject to Rights of Way, there are no encroachments or other encumbrances on the Rights of Way that materially affect the use thereof, there are no encroachments of improvements of the Company or any of its Subsidiaries outside of the boundaries of such Rights of Way other than encroachments that have not had and would not reasonably be expected to have a Company Material Adverse Effect and there are no gaps (including any gap arising as a result of any breach by the Company or any of its Subsidiaries of the terms of any Rights of Way) in the Rights of Way other than gaps that have not had and would not reasonably be expected to have a Company Material Adverse EffectSubsidiaries.

Real Property. (a) Except as would not not, individually or in the aggregate, reasonably be expected to have a Company WWE Material Adverse Effect, the Company WWE or a Subsidiary one of the Company owns and WWE Subsidiaries is the sole owner of each parcel of real property owned by WWE or its Subsidiaries (the “Owned Real Property”) and, subject to the Permitted Encumbrances, WWE or one of the WWE Subsidiaries has either good and valid title and, to the knowledge of WWE, marketable title in fee or a valid leasehold interest, easement or other rights to the landOwned Real Property, buildings, structures and other improvements thereon and fixtures thereto necessary to permit it to conduct its business as currently conducted, in each case the Owned Real Property is free and clear of all Liens (any Encumbrance, except in all cases for Permitted Liens)Encumbrances. Section 3.10(a) of the WWE Disclosure Letter sets forth the address of each parcel of Owned Real Property that is material to the business of WWE and the WWE Subsidiaries, taken as a whole, as of the date of this Agreement and designates WWE or the applicable WWE Subsidiary that is the owner thereof. (b) Except as would not not, individually or in the aggregate, reasonably be expected to have a Company WWE Material Adverse Effect Effect, WWE or one of the WWE Subsidiaries holds a valid and except as may be limited by existing leasehold interest in the Bankruptcy and Equity Exception, all leases, Rights of Way agreements or other agreements under which the Company or any of its Subsidiaries lease, access or use any real property that is leased, subleased, licensed, used, or real property interest are validotherwise occupied by WWE or such Subsidiary, binding as applicable, from another Person (the “Leased Real Property”), free and in full force and effect against clear of all Encumbrances other than Permitted Encumbrances. Section 3.10(b) of the Company or any of its Subsidiaries and, WWE Disclosure Letter sets forth each WWE Lease that is material to the Knowledge business of WWE and its Subsidiaries, taken as a whole, as of the Companydate of this Agreement and identifies the street address of the applicable Leased Real Property subject thereto. As of the date of this Agreement, the counterparties thereto, in accordance with their respective terms, and neither the Company WWE nor any of its Subsidiaries are in WWE Subsidiary has received any written notice regarding any violation or breach or default under any of such leasesWWE Lease that has not since been cured, Rights of Way except for violations or other agreementsbreaches that are not, individually or in the aggregate, reasonably expected to have a WWE Material Adverse Effect. (bc) Each The Owned Real Property and the Leased Real Property collectively constitute all of the Company material real property necessary to operate the business of WWE as currently conducted in all respects material to the business of WWE and its Subsidiaries Subsidiaries, taken as a whole. No casualty event has such consents, easements, rights of way, permits, licenses and other similar real property interests (collectively, “Rights of Way”) from each person as are sufficient occurred with respect to conduct its business as currently conductedany Owned Real Property or Leased Real Property that has not been remedied in all material respects, except for such Rights of Way as would not, individually or in the absence of which have not had and would not aggregate, reasonably be expected to have a Company WWE Material Adverse Effect. Each of Except as would not, individually or in the Company and its Subsidiaries has fulfilled and performed all its material obligations with respect to such Rights of Way and conducts their business in a manner that does not violate any of the Rights of Wayaggregate, and no event has occurred that would result in, or after notice or lapse of time would result in, revocation or termination thereof or would result in any impairment of the rights of the holder of any such Rights of Way, except for such revocations, terminations and impairments that have not had and would not reasonably be expected to have a Company WWE Material Adverse Effect. All pipelines owned or operated by , no condemnation event is pending or, to the Company and its Subsidiaries are subject knowledge of WWE, threatened, with respect to Rights any Owned Real Property or, to the knowledge of WayWWE, there are no encroachments or other encumbrances on the Rights of Way that materially affect the use thereof, there are no encroachments of improvements of the Company or any of its Subsidiaries outside of the boundaries of such Rights of Way other than encroachments that have not had and would not reasonably be expected to have a Company Material Adverse Effect and there are no gaps (including any gap arising as a result of any breach by the Company or any of its Subsidiaries of the terms of any Rights of Way) in the Rights of Way other than gaps that have not had and would not reasonably be expected to have a Company Material Adverse EffectLeased Real Property.

Real Property. (a) Except as would not reasonably be expected to have Section 3.16(a)(1) of the Seller Disclosure Letter is a Company Material Adverse Effect, the complete and accurate list of all real property owned by either Company or a Subsidiary any of its Subsidiaries as of the date hereof and which is to be acquired and owned by either Company owns and has either good and marketable title in fee or a valid leasehold interest, easement any of its Subsidiaries on or other rights prior to the land, buildings, structures and other improvements thereon and fixtures thereto necessary to permit it to conduct its business as currently conducted, in each case free and clear of all Liens Closing Date (except in all cases for Permitted Liensthe “Owned Real Property”). Except as would not reasonably be expected to have Section 3.16(a)(2) of the Seller Disclosure Letter is a Company Material Adverse Effect complete and except as may be limited by the Bankruptcy and Equity Exception, accurate list of all leases, Rights of Way agreements subleases, licenses, permits and other agreements, documents or other agreements instruments (including, without limitation, easement agreements) and all amendments, modifications and/or supplements thereto (collectively, the “Real Property Leases”) under which the either Company or any of its Subsidiaries lease, access sublease, license, use or use occupy any real property or real property interest property, excluding the U.S. Forest Service Properties (the land, buildings and other improvements covered by the Real Property Leases being herein called the “Leased Real Property” and together with the Owned Real Property and the U.S. Forest Service Properties, the “Real Property”). The Companies have delivered to the Buyer, prior to the date hereof, copies of the Real Property Leases, all of which are validtrue, binding complete and correct in all material respects. Except as set forth in Section 3.16(a)(3) of the Seller Disclosure Letter, each Real Property Lease is in full force and effect against as to the applicable Company or any of its Subsidiaries applicable Subsidiary and, to the Knowledge of the Companies, as to the other parties thereto. Except as set forth in Section 3.16(a)(4) of the Seller Disclosure Letter, neither the applicable Company nor its applicable Subsidiary nor, to the Knowledge of the Companies, any other party to such Real Property Lease is in breach in any material respect thereof or default in any material respect thereunder. The Real Property is all of the material real property that is necessary for the operation of the business of the Companies and their respective Subsidiaries as presently conducted. Except as set forth in Section 3.16(a)(4) of the Seller Disclosure Letter, neither the Companies nor any of their respective Subsidiaries have received notice that any party to any Real Property Lease intends, or has threatened, to terminate or revoke all or any rights granted in favor of either Company or its applicable Subsidiary thereunder. (b) The Companies own fee title to the Owned Real Property and good and valid leasehold interests in the Leased Real Property, subject only to Permitted Exceptions and Liens to be released on or before the Closing Date including as provided in Section 7.5; provided, however, as reflected in Exhibit B to this Agreement, Commercial Unit 1 at the Grand Summit Attitash is owned by ASC’s subsidiary, American Skiing Company Resort Properties, Inc. (“ASCRP”), which property ASC will cause ASCRP to convey to Buyer by quitclaim deed with covenant on the Closing Date for no additional consideration. The representations, warranties and covenants contained in this Agreement with respect to the Real Property shall also apply to such Unit as though it were included in such definition. The foregoing representation (a) shall not be construed in any event to relate to the fee interest in any Leased Real Property and (b) shall be deemed deleted with respect to any matter covered by a title insurance policy obtained by the Companies or Buyer. (c) Section 3.16(c) lists all property (the “U.S. Forest Service Properties”) subject to (i) the permit issued to MS by the U.S. Forest Service on November 29, 1989, as amended, and (ii) the permit issued to LBO by the U.S. Forest Service on July 19, 1994, as amended (the “U.S. Forest Service Permits”). The U.S. Forest Service Permits are the principal Approvals required by the USFS for the operation of the business of the Companies and their respective Subsidiaries as presently conducted. The Companies have made available to the Buyer or its Representatives, prior to the date hereof, true and complete copies of the U.S. Forest Service Permits and each of such U.S. Forest Service Permits is in full force and effect. None of the Sellers have received any notice of default under or violation of the terms and conditions of any U.S. Forest Service Permit, and the Companies have no Knowledge that the USFS has any intention of amending, revoking or otherwise altering the terms or conditions of any U.S. Forest Service Permit (nor has any of the Sellers or either Company requested any amendment or alteration of the terms and conditions of any U.S. Forest Service Permit), or any portion thereof, or the application thereof to either Company’s operations. None of the Sellers is engaged in any ongoing dispute or disagreement with the USFS over the interpretation or application of any term or condition of any U.S. Forest Service Permit. The Companies have no Knowledge of any third-party permitee or commercial operator operating within the areas permitted to either Company and its Subsidiaries under any U.S. Forest Service Permit. (d) Except as set forth on Section 3.16(d) of the Seller Disclosure Letter, there are no outstanding options or rights of first refusal to purchase or lease the Real Property or any portion thereof or interest therein, other than rights running in favor of either Company and its Subsidiaries, and the Real Property is free from agreements creating any obligation on the part of any Person to sell, lease or grant a third party option to sell or lease. (e) Except as set forth in Section 3.16(e) of the Seller Disclosure Letter, none of the Sellers has received notice of and there is no pending or, to the Knowledge of the Companies, threatened or contemplated condemnation proceeding affecting the Real Property or any part thereof, nor any sale or other disposition of the Real Property or any part thereof in lieu of condemnation. (f) All chairlifts, gondolas, buildings and other improvements, access roads and ski-runs used in connection with either Resort and the conduct of the business of each Company and its Subsidiaries as presently conducted are located either on (i) the Owned Real Property, (ii) the U.S. Forest Service Properties, and/or (iii) the Leased Real Property pursuant to valid Real Property Leases (including valid easement agreements in favor of the applicable Company and its Subsidiaries) which allow and provide for the existence, operation, and maintenance of the chairlifts, gondolas, buildings, improvements, roads and/or ski-runs, as applicable. (g) Section 3.16(g)(i) of the Seller Disclosure Letter lists all of the Real Property Leases and other Contracts, including any amendments, modifications and/or supplements thereto, pursuant to which any Person has the right to use, occupy and/or possess all or any portion of the Real Property (the “Third Party Real Property Leases”); provided, however, that Section 3.16(g)(i) of the Seller Disclosure Letter need not include any bookings at hotels or conference facilities within either Resort in the ordinary course of business. Except as set forth on Section 3.16(g)(ii) of the Seller Disclosure Letter, (i) there are no material real property Leases affecting the Real Property or any portion thereof, (ii) there are no material security deposits under any real property Leases affecting the Real Property or any portion thereof and (iii) no material tenant or other occupant is currently entitled to any material rent concessions, rent abatements or rent credits and no material rent concessions or rent abatements permitted under any real property Leases are currently claimed by any material tenant(s) or occupant(s) as a result of a default by either Company, its Subsidiaries or otherwise. Copies of all such Third Party Real Property Leases (including any amendments, modifications and/or supplements) which are true, complete and correct in all material respects, have previously been delivered to Buyer prior to the counterparties theretodate hereof. Except as set forth in Section 3.16(g) of the Seller Disclosure Letter, each third Party Real Property Lease is in accordance with their respective terms, full force and effect and neither the Company nor any of its Subsidiaries are nor, to the Knowledge of the Companies, any other party to such Third Party Real Property Lease is in breach in any material respect thereof or default under in any of such leases, Rights of Way or other agreementsmaterial respect thereunder. (bh) Each Except as set forth on Section 3.16(h) of the Seller Disclosure Letter, neither Company and its nor any of their respective Subsidiaries has received written notice of, and the Companies have no Knowledge of, (i) any violations of any covenants or restrictions affecting any Real Property including any covenants, conditions or restrictions of or issued by any applicable condominium or home owners association, or (ii) any violations of any zoning codes or ordinances or other Laws of any Governmental Agency applicable to such consentsReal Property, easements, rights of way, permits, licenses and other similar real property interests (collectively, “Rights of Way”) from each person as are sufficient to conduct its business as currently conducted, except for such Rights of Way the absence of in any case which have not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and its Subsidiaries has fulfilled and performed all its material obligations with respect to such Rights of Way and conducts their business result in a manner that does not violate any of the Rights of Way, and no event has occurred that would result in, or after notice or lapse of time would result in, revocation or termination thereof or would result in any impairment of the rights of the holder of any such Rights of Way, except for such revocations, terminations and impairments that have not had and would not reasonably be expected to have a Company Material Adverse Effect. All pipelines owned or operated by the Company and its Subsidiaries are subject to Rights of Way, there are no encroachments or other encumbrances on the Rights of Way that materially affect the use thereof, there are no encroachments of improvements of the Company or any of its Subsidiaries outside of the boundaries of such Rights of Way other than encroachments that have not had and would not reasonably be expected to have a Company Material Adverse Effect on the Companies and there are no gaps (including any gap arising their respective Subsidiaries, taken as a result of any breach by the Company or any of its Subsidiaries of the terms of any Rights of Way) in the Rights of Way other than gaps that have not had and would not reasonably be expected to have a Company Material Adverse Effectwhole.

Real Property. (a) Except as would not reasonably be expected to have a Company Material Adverse Effect, Section 3.20(a) of the Parent Disclosure Schedule sets forth all real property and interests in real property owned in fee by the Company or a Subsidiary any of the Transferred Subsidiaries as of the date hereof, excluding any real property or interests in real property that are Investment Assets or would have been Investment Assets if beneficially owned by any of the Insurance Subsidiaries as of December 31, 2015 (each, an “Owned Real Property”). The Company owns and or a Transferred Subsidiary (as the case may be) has either good and marketable fee simple title in fee or a valid leasehold interestto all Owned Real Property, easement or other rights to the land, buildings, structures and other improvements thereon and fixtures thereto necessary to permit it to conduct its business as currently conducted, in each case free and clear of all Liens (of any nature except in all cases for Permitted Liens). Except as set forth on Section 3.20(a) of the Parent Disclosure Schedule, neither the Company nor any Transferred Subsidiary has leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof and there are no unrecorded outstanding options, rights of first offer or rights of first refusal or similar rights to purchase or lease such Owned Real Property or any portion thereof or interest therein. Each Owned Real Property is in good working order and repair, except for any defects which would not reasonably be expected to have a Company Material Adverse Effect and except materially impair the use or occupancy of such Owned Real Property in the operation of the Business. (b) Section 3.20(b) of the Parent Disclosure Schedule sets forth all real property leased as may be limited of the date hereof by the Bankruptcy and Equity Exception, all leases, Rights of Way agreements or other agreements under which the Company or any Transferred Subsidiary, as lessee, providing for annual fixed rents of its Subsidiaries lease$100,000 or more (the “Real Property Leases”; the real properties specified in such leases being referred to herein as the “Leased Real Properties”). The Company or a Transferred Subsidiary (as the case may be) has a valid and enforceable leasehold interest under each of the Real Property Leases, access subject to Permitted Liens and to applicable bankruptcy, reorganization, insolvency, moratorium, rehabilitation, liquidation, fraudulent conveyance, preferential transfer or use any real property similar Laws now or real property interest are validhereinafter in effect relating to or affecting creditors’ rights and remedies generally and subject, binding and as to enforceability, to the effect of general equitable principles (regardless of whether enforcement is sought in full force and effect against a proceeding in equity or at law), and, as of the date hereof, none of the Company or the Transferred Subsidiaries has received any written notice of its Subsidiaries any default under any Real Property Lease, and, to the Knowledge of the CompanyParent, the counterparties thereto, in accordance with their respective terms, and neither the Company nor any of its Subsidiaries are in default under any of such leases, Rights of Way or other agreements. (b) Each of the Company and its Subsidiaries has such consents, easements, rights of way, permits, licenses and other similar real property interests (collectively, “Rights of Way”) from each person as are sufficient to conduct its business as currently conducted, except for such Rights of Way the absence of which have not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and its Subsidiaries has fulfilled and performed all its material obligations with respect to such Rights of Way and conducts their business in a manner that does not violate any of the Rights of Way, and no event has occurred that would result inand no condition exists that, or after with notice or lapse of time or both, would result in, revocation or termination thereof or would result in any impairment of the rights of the holder of any such Rights of Way, except for such revocations, terminations and impairments that have not had and would not reasonably be expected to have constitute a Company Material Adverse Effect. All pipelines owned or operated by the Company and its Subsidiaries are subject to Rights of Way, there are no encroachments or other encumbrances on the Rights of Way that materially affect the use thereof, there are no encroachments of improvements of the Company or any of its Subsidiaries outside of the boundaries of such Rights of Way other than encroachments that have not had and would not reasonably be expected to have a Company Material Adverse Effect and there are no gaps (including any gap arising as a result of any breach default by the Company or any of its the Transferred Subsidiaries under any of the terms Real Property Leases. Except as set forth on Section 3.20(b) of the Parent Disclosure Schedule, neither the Company nor any Rights Transferred Subsidiary has leased or otherwise granted to any Person the right to use or occupy such Leased Real Property or any portion thereof and there are no unrecorded outstanding options, rights of Way) in first offer or rights of first refusal or similar rights to lease such Leased Real Property or any portion thereof or interest therein granted by the Rights of Way other than gaps that have not had and would not reasonably be expected to have a Company Material Adverse Effector the Transferred Subsidiaries.

Real Property. (a) Except as would not reasonably be expected Schedule 4.12 lists all of the real property and interests therein owned by any Company (with all easements and other rights appurtenant to have a Company Material Adverse Effectsuch property, the “Owned Real Property”) and, relative to each such property or interest, the Company or a Subsidiary of that owns it. Except as set forth on Schedule 4.12(a), the Company owns and has either Companies have good and marketable fee simple title in fee to the Owned Real Property, free and clear of any Encumbrances, except Permitted Encumbrances. No Company is a lessor of any parcel of Owned Real Property or a valid leasehold interestany portion thereof or interest therein. (b) Schedule 4.12(b) lists all of the real property and interests therein leased, easement subleased or otherwise occupied or used by any Company (with all easements and other rights appurtenant to such property, the “Leased Real Property”). For each item of Leased Real Property, Schedule 4.12(b) also lists the lessor, the lessee, the lease term, the lease rate, and the lease, sublease, or other Contract pursuant to which the applicable Company holds a possessory interest in the Leased Real Property and all amendments, renewals, or extensions thereto (each, a “Lease”). Except as set forth on Schedule 4.12(b), the leasehold interest of a Company with respect to each item of Leased Real Property is free and clear of any Encumbrances, except Permitted Encumbrances. No Company is a sublessor of, or has assigned any lease covering, any item of Leased Real Property. Leasing commissions or other brokerage fees due from or payable by any Company with respect to any Lease have been paid in full. (c) The Owned Real Property and the Leased Real Property (collectively, the “Real Property”) constitute all interests in real property currently used in connection with the businesses of the Companies. The Real Property is not subject to any rights of way, building use restrictions, title exceptions, variances, reservations or limitations of any kind or nature, except (i) those that in the aggregate do not impair the current use, occupancy, value or marketability of title to the landReal Property, (ii) as set forth in Schedule 4.12(c) and (iii) with respect to each item of Leased Real Property, as set forth in the Lease relating to such item. All buildings, plants, structures and other improvements thereon owned or used by any Company lie wholly within the boundaries of the Real Property and fixtures thereto necessary to permit it to conduct its business as currently conducteddo not encroach upon the property, in each case free and clear or otherwise conflict with the property rights, of all Liens (except in all cases for Permitted Liens)any other Person. Except as would not reasonably be expected to have a Company Material Adverse Effect and except as may be limited by the Bankruptcy and Equity Exception, all leases, Rights of Way agreements or other agreements under which the Company or any of its Subsidiaries lease, access or use any real property or real property interest are valid, binding and set forth in full force and effect against the Company or any of its Subsidiaries and, to the Knowledge of the CompanySchedule 4.12(c), the counterparties theretoReal Property complies with all Laws, in accordance with their respective terms, and neither the Company nor any of its Subsidiaries are in default under any of such leases, Rights of Way or other agreements. (b) Each of the Company and its Subsidiaries has such consents, easements, rights of way, permits, licenses and other similar real property interests (collectively, “Rights of Way”) from each person as are sufficient to conduct its business as currently conducted, except for such Rights of Way the absence of which have not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and its Subsidiaries has fulfilled and performed all its material obligations with respect to such Rights of Way and conducts their business in a manner that does not violate any of the Rights of Wayincluding zoning requirements, and no event Company has occurred that would result in, received any notifications from any Governmental Body or after notice or lapse of time would result in, revocation or termination thereof or would result in any impairment of insurance company recommending improvements to the rights of the holder of any such Rights of Way, except for such revocations, terminations and impairments that have not had and would not reasonably be expected to have a Company Material Adverse Effect. All pipelines owned or operated by the Company and its Subsidiaries are subject to Rights of Way, there are no encroachments or other encumbrances on the Rights of Way that materially affect the use thereof, there are no encroachments of improvements of the Company Real Property or any other actions relative to the Real Property. Hague has delivered to Solterra a copy of its Subsidiaries outside each deed and other instrument (as recorded) by which any Company acquired any Real Property and a copy of the boundaries of such Rights of Way other than encroachments that have not had each title insurance policy, opinion, abstract, survey and would not reasonably be expected appraisal relating to have any Real Property. No Company is a Company Material Adverse Effect and there are no gaps party to or bound by any Contract (including any gap arising as a result option) for the purchase or sale of any breach by the Company real estate interest or any of its Subsidiaries of Contract for the terms lease to or from any Company of any Rights real estate interest not currently in possession of Way) in the Rights of Way other than gaps that have not had and would not reasonably be expected to have a Company Material Adverse Effectany Company.

Real Property. Schedule 3.17 attached hereto lists (a) all Owned Real Property and (b) all Leased Real Property. Except as set forth on Schedule 3.17, Company or its Subsidiary, as applicable, has exclusive right to possess, use and occupy and has good and marketable fee simple title to all Owned Real Property, free and clear of all Liens other than Permitted Liens. Except as set forth on Schedule 3.17, Company or its Subsidiary, as applicable, has a valid and subsisting leasehold estate in, and enjoy peaceful and undisturbed possession of, all Leased Real Property, free and clear of all Liens other than Permitted Liens. Except as set forth on Schedule 3.17, neither Company nor any of its Subsidiaries is a lessor, sublessor or grantor under any lease, sublease or other instrument granting to another Person any right to the possession, lease, occupancy or enjoyment of the Owned Real Property or Leased Real Property. Company or one of its Subsidiaries is in possession of all Owned Real Property and Leased Real Property. Seller has, prior to the date hereof, provided Acquiror with copies of all deeds, leases, mortgages, title searches and commitments, title insurance and surveys in the possession of Seller, Company or any of its Subsidiaries related to the Owned Real Property or Leased Real Property. Except as set forth on Schedule 3.17, the Owned Real Property and Leased Real Property constitute all of the real property interests necessary to operate the Business as currently operated and as operated since September 1, 2010, and constitutes all of the real property used or held for use in connection with the Business. Without limiting the generality of the foregoing: (a) the Owned Real Property, the current uses of and the conduct of the Business on those properties comply with all applicable Laws, including those dealing with zoning, parking, access, loading facilities, landscaped areas, building construction and fire, except to the extent as would not reasonably be expected to have a material effect on the use of that particular property; (b) there is adequate access to and from the Owned Real Property or Leased Real Property that is adequate for the conduct of the Business by Company Material Adverse Effector any of its Subsidiaries as conducted in the ordinary course of business during the prior twelve months; (c) no alteration, repair, improvement or other work has been ordered, directed or requested in writing to be done or performed to or in respect of the Owned Real Property or, to the Knowledge of Company, the Leased Real Property by any Governmental Authority, which alteration, repair, improvement or other work has not been completed, and to the Knowledge of Company, no written notification has been given to Company or a Subsidiary any of its Subsidiaries since September 1, 2010, of any such outstanding work being ordered, directed or requested, other than those that have been complied with; (d) all accounts for work and services performed and materials supplied, placed or furnished on or in respect of the Owned Real Property or Leased Real Property at the request of Company owns or any of its Subsidiaries have been fully paid and satisfied, and no Person is entitled to claim a Lien against the Owned Real Property or Company’s or one of its Subsidiary’s interest in the Leased Real Property, or any part thereof, for such work or services, other than current accounts in respect of which the payment due date has either good and marketable title in fee not yet passed or for which Company or one of its Subsidiaries has a valid leasehold interestclaim to dispute such amounts (in which event, easement or other rights Schedule 3.17 shall describe the nature of such valid claim in detail); and (e) to the landKnowledge of Company, buildings(i) the boundaries of each Owned Real Property or Leased Real Property do not conflict with those of any adjoining property, structures (ii) there are no encroachments from any Owned Real Property or Leased Real Property onto and other improvements thereon and fixtures thereto necessary to permit it to conduct its business as currently conducted(iii) no encroachments onto any Owned Real Property or Leased Real Property from, the adjoining properties or streets, except in each such case free and clear of all Liens (except in all cases for Permitted Liens). Except to the extent as would not reasonably be expected to have a Company Material Adverse Effect and except as may be limited by the Bankruptcy and Equity Exception, all leases, Rights of Way agreements or other agreements under which the Company or any of its Subsidiaries lease, access or use any real property or real property interest are valid, binding and in full force and material effect against the Company or any of its Subsidiaries and, to the Knowledge of the Company, the counterparties thereto, in accordance with their respective terms, and neither the Company nor any of its Subsidiaries are in default under any of such leases, Rights of Way or other agreements. (b) Each of the Company and its Subsidiaries has such consents, easements, rights of way, permits, licenses and other similar real property interests (collectively, “Rights of Way”) from each person as are sufficient to conduct its business as currently conducted, except for such Rights of Way the absence of which have not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and its Subsidiaries has fulfilled and performed all its material obligations with respect to such Rights of Way and conducts their business in a manner that does not violate any of the Rights of Way, and no event has occurred that would result in, or after notice or lapse of time would result in, revocation or termination thereof or would result in any impairment of the rights of the holder of any such Rights of Way, except for such revocations, terminations and impairments that have not had and would not reasonably be expected to have a Company Material Adverse Effect. All pipelines owned or operated by the Company and its Subsidiaries are subject to Rights of Way, there are no encroachments or other encumbrances on the Rights use of Way that materially affect the use thereof, there are no encroachments of improvements of the Company or any of its Subsidiaries outside of the boundaries of such Rights of Way other than encroachments that have not had and would not reasonably be expected to have a Company Material Adverse Effect and there are no gaps (including any gap arising as a result of any breach by the Company or any of its Subsidiaries of the terms of any Rights of Way) in the Rights of Way other than gaps that have not had and would not reasonably be expected to have a Company Material Adverse Effectparticular property.

Real Property. (a) Section 4.14(a) of the Sellers Disclosure Letter sets forth a true and complete list of each material parcel of Owned Real Property. (b) Section 4.14(b) of the Sellers Disclosure Letter sets forth a true and complete list of all material Leased Real Property. Within thirty (30) days from the date hereof, true, correct and complete copies of the Leases in Sellers' possession and control will be provided to Purchaser or its representatives. All of the Leases are in full force and effect and no (i) Acquired Subsidiary is in default (or has taken or failed to take any action which with notice, the passage of time, or both, would constitute a default) under the terms of any Lease and no Acquired Subsidiary has received notice of default under any Lease which has not been cured within applicable grace periods and (ii) landlord is in default under any Lease. (c) Except as would not reasonably be expected to have a Company Material Adverse Effect, the Company or a Subsidiary set forth in Section 4.14(c) of the Company owns and has either Sellers Disclosure Letter, one or more Acquired Subsidiaries hold good and marketable valid title to each parcel of Owned Real Property in fee or a valid leasehold interestsimple absolute, easement or other rights to the land, buildings, structures and other improvements thereon and fixtures thereto necessary to permit it to conduct its business as currently conducted, in each case free and clear of all Liens (Liens, except in all cases for Permitted Liens). , and is in exclusive possession thereof. (d) Except as would not reasonably be expected to have a Company Material Adverse Effect and except as may be limited by set forth in Section 4.14(d) of the Bankruptcy and Equity ExceptionSellers Disclosure Letter, all leases, Rights there are no condemnation proceedings or eminent domain proceedings of Way agreements or other agreements under which the Company or any of its Subsidiaries lease, access or use any real property or real property interest are valid, binding and in full force and effect against the Company or any of its Subsidiaries andkind pending or, to the Knowledge of Sellers, threatened with respect to any portion of the Company, the counterparties thereto, in accordance with their respective terms, and neither the Company nor any of its Subsidiaries are in default under any of such leases, Rights of Way or other agreementsReal Property. (be) Each Section 4.14(b) of the Company and its Subsidiaries has such consents, easements, rights Sellers Disclosure Letter includes all Leases for premises of way, permits, licenses and other similar real property interests 20,000 rentable square feet or more. (collectively, “Rights of Way”f) from each person as are sufficient to conduct its business as currently conducted, except for such Rights of Way the absence of which have not had and would not reasonably be expected to have a Company Material Adverse Effect. Each The consent of the Company and its Subsidiaries has fulfilled and performed all its material obligations with respect to such Rights of Way and conducts their business in a manner that does not violate any of the Rights of Way, and no event has occurred that would result in, or after notice or lapse of time would result in, revocation or termination thereof or would result in any impairment of the rights of the holder of any such Rights of Way, except for such revocations, terminations and impairments that have not had and would not reasonably be expected to have a Company Material Adverse Effect. All pipelines owned or operated by the Company and its Subsidiaries are subject to Rights of Way, there are no encroachments or other encumbrances on the Rights of Way that materially affect the use thereof, there are no encroachments of improvements of the Company landlord or any other Person to the transactions contemplated under the terms of its Subsidiaries outside of the boundaries of such Rights of Way other than encroachments that have this Agreement is not had and would not reasonably be expected to have a Company Material Adverse Effect and there are no gaps (including any gap arising as a result of any breach required by the Company or any of its Subsidiaries of the terms of any Rights Lease set forth in Section 4.14(b) of Way) in the Rights of Way other than gaps that have Sellers Disclosure Letter (or if such consent is required, such consent may not had and would not reasonably be expected to have a Company Material Adverse Effectunreasonably withheld).

Real Property. (a) Except as would not reasonably be expected to have a Company Material Adverse Effect, the Company or a Subsidiary Section 4.22(a) of the Company owns Disclosure Schedule contains a true and has either complete description of all real property owned by the Company and its subsidiaries (the “Owned Real Property”) as of the date hereof. The Company and its subsidiaries have good and marketable valid title in fee or a valid leasehold interest, easement or other rights to all of the land, buildings, structures and other improvements thereon and fixtures thereto necessary to permit it to conduct its business as currently conducted, in each case Owned Real Property free and clear of all Liens (except in all cases for other than Permitted Liens). Except as would not reasonably be expected None of the Owned Real Property is subject to have any option, lease, license, sublease or other occupancy agreement granting to any third party a right to use, occupy or enjoy any portion of the Owned Real Property or to obtain title to the Owned Real Property. (b) Section 4.22(b) of the Company Material Adverse Effect Disclosure Schedule contains a true and except as may be limited by the Bankruptcy and Equity Exception, complete list of all leases, Rights of Way agreements licenses, subleases and occupancy agreements, together with any amendments thereto (the “Leases”), with respect to all real property leased, licensed, subleased or other agreements under which otherwise used or occupied by the Company and its subsidiaries as lessee or any of its Subsidiaries lease, access or use any real property or real property interest are valid, binding and in full force and effect against sublessee (the Company or any of its Subsidiaries “Leased Real Property” and, together with the Owned Real Property, the “Company Real Property”). True, complete and accurate copies of the Leases have been made available to Buyer and Acquisition Sub prior to the Knowledge date hereof. (c) To the knowledge of the Company, the counterparties theretoOwned Real Property and the Company’s current operation thereof is in compliance in all material respects with all applicable zoning, building, setback requirements and other applicable regulations of any Governmental Authority and all certificates of occupancy required to operate the Owned Real Property in accordance with their respective terms, its current manner have been issued by the applicable Governmental Authority and neither the Company nor any of its Subsidiaries are remain in default under any of such leases, Rights of Way or other agreementsfull force and effect. (bd) Each To the knowledge of the Company, no condemnation, requisition or taking by any public authority has been threatened or contemplated, and the Company and its Subsidiaries has not received any notice of such consentscondemnation, easementsrequisition or taking by a Governmental Authority with respect to the Owned Real Property. (e) Except as has not had, rights of way, permits, licenses and other similar real property interests (collectively, “Rights of Way”) from each person as are sufficient to conduct its business as currently conducted, except for such Rights of Way the absence of which have not had and would not reasonably be expected to have have, a Company Material Adverse Effect. Each : (i) each of the Company Leases constitutes the valid and its Subsidiaries has fulfilled and performed all its material obligations with respect to such Rights of Way and conducts their business in a manner that does not violate any of the Rights of Way, and no event has occurred that would result in, or after notice or lapse of time would result in, revocation or termination thereof or would result in any impairment of the rights of the holder of any such Rights of Way, except for such revocations, terminations and impairments that have not had and would not reasonably be expected to have a Company Material Adverse Effect. All pipelines owned or operated by the Company and its Subsidiaries are subject to Rights of Way, there are no encroachments or other encumbrances on the Rights of Way that materially affect the use thereof, there are no encroachments of improvements legally binding obligation of the Company or any one of its Subsidiaries outside subsidiaries, as applicable, enforceable in accordance with its terms, except 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, and (ii) each of the boundaries Leases is in full force and effect. (f) To the knowledge of the Company, there is no violation or default (nor does there exist any condition, which with the passage of time or the giving of notice or both, would cause such Rights of Way other than encroachments that have not had and would not reasonably be expected to have a Company Material Adverse Effect and there are no gaps (including any gap arising as a result of any breach violation or default) by the Company or any of its Subsidiaries subsidiaries, under any of the terms of any Rights of Way) Leases except for such violations or defaults that, individually or in the Rights of Way other than gaps that aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect.

Real Property. (a) Except as would not reasonably be expected to have a No Indigo Group Company Material Adverse Effect, the Company or a Subsidiary owns any real property. Section 4.15 of the Indigo Parent Disclosure Letter sets forth a complete list as of the date of this Agreement of all real property and interests in real property leased by any Indigo Group Company owns (each, an “Indigo Leased Real Property”) and identifies the leases or subleases demising such Indigo Leased Real Property (each, an “Indigo Real Property Lease”). An Indigo Group Company has either good and marketable valid title to its leasehold estates in fee or a valid leasehold interest, easement or other rights to the land, buildings, structures and other improvements thereon and fixtures thereto necessary to permit it to conduct its business as currently conductedall Indigo Leased Real Property, in each case free and clear of all Liens, except (i) Liens securing indebtedness reflected in the latest Indigo Financial Statements, (except in all cases for Permitted Liens). Except as would not reasonably be expected to have a Company Material Adverse Effect ii) Liens consisting of zoning or planning restrictions, permits, easements, covenants and except as may be limited by other restrictions or limitations on the Bankruptcy and Equity Exception, all leases, Rights use or occupancy of Way agreements or other agreements under which the Company or any of its Subsidiaries lease, access or use any real property or real property interest are valid, binding and irregularities in full force and effect against the Company or any of its Subsidiaries and, to the Knowledge of the Company, the counterparties title thereto, which do not materially impair the use of such property as it is presently used or intended to be used in connection with the Indigo Business, (iii) Liens for current Taxes and assessments not yet past due or the amount or validity of which is being contested in good faith by appropriate Actions and for which adequate reserves in accordance with their respective termsIFRS have been established in the latest Indigo Financial Statements, (iv) mechanics’, carriers’, workmen’s, materialmen’s, repairmen’s and neither similar Liens arising in the Company nor any ordinary course of its Subsidiaries are in default under any of such leases, Rights of Way or other agreements. business consistent with past practice for sums not yet due and payable and (bv) Each of the Company and its Subsidiaries has such consents, easements, rights of way, permits, licenses and other similar real property interests (collectively, “Rights of Way”) from each person as are sufficient to conduct its business as currently conducted, except for such Rights of Way the absence of Liens which have do not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of to, individually or in the Company aggregate, materially and its Subsidiaries has fulfilled and performed all its material obligations with respect to such Rights of Way and conducts their business in a manner that does not violate any of the Rights of Way, and no event has occurred that would result in, or after notice or lapse of time would result in, revocation or termination thereof or would result in any impairment of the rights of the holder of any such Rights of Way, except for such revocations, terminations and impairments that have not had and would not reasonably be expected to have a Company Material Adverse Effect. All pipelines owned or operated by the Company and its Subsidiaries are subject to Rights of Way, there are no encroachments or other encumbrances on the Rights of Way that materially adversely affect the use thereof, there are no encroachments of improvements of the Company or any of its Subsidiaries outside of the boundaries and operation of such Rights of Way other than encroachments that have not had assets as they are presently used and would not reasonably operated or intended to be expected to have a Company Material Adverse Effect used and there are no gaps operated in connection with the Indigo Business (including any gap arising as a result of any breach by the Company or any of its Subsidiaries of the terms of any Rights of Wayitems in clauses (i) in the Rights of Way other than gaps that have not had and would not reasonably be expected to have a Company Material Adverse Effectthrough (v), collectively, “Indigo Permitted Liens”).

Real Property. (a) The Company SEC Documents list all material real property owned by the Company or any of its Subsidiaries (collectively, including the improvements thereof, the “Owned Real Property”). Except as would not be material to the Company and its Subsidiaries, taken as a whole, neither the Company nor any of its Subsidiaries is a party to a contract of sale to purchase real property in which the conveyance contemplated therein has not yet been consummated, and there are no outstanding options or rights of first refusal or rights of first offer to purchase the parcel, or any portion thereof or interest therein. (b) Section 4.17(b) of the Company Disclosure Letter sets forth a true, correct and complete list of (i) all material real property leased by the Company or any of its Subsidiaries (collectively, including the improvements thereon, the “Leased Real Property”), and (ii) all leases, subleases and material licenses or other occupancy agreements, including all amendments and modifications thereto (collectively, the “Real Property Leases”) pursuant to which the Company or any of its Subsidiaries leases, subleases, licenses or otherwise occupies (whether as a tenant, subtenant or pursuant to other occupancy arrangements) the Leased Real Property. (c) Except as would not reasonably be expected material to the Company and its Subsidiaries, taken as a whole, or as set forth in Section 4.17(c) of the Company Disclosure Letter, neither the Company nor any of its Subsidiaries is party to any lease or sublease to any third party demising to such third party any right to occupy all or any portion of any of the Owned Real Property or the Leased Real Property. (d) Except as would not have a Company Material Adverse Effect, the Company and/or its Subsidiaries have good fee simple title to all Owned Real Property and valid leasehold, subleasehold or a Subsidiary of the Company owns and has either good and marketable title license interests in fee or a valid leasehold interest, easement or other rights to the land, buildings, structures and other improvements thereon and fixtures thereto necessary to permit it to conduct its business as currently conducted, in each case all Leased Real Property free and clear of all Liens (Liens, except in all cases for Permitted Liens). Except as would not reasonably be expected to have a Company Material Adverse Effect The Owned Real Property and except as may be limited the Leased Real Property constitute all of the real property used by the Bankruptcy and Equity Exception, all leases, Rights of Way agreements or other agreements under which the Company or any of its Subsidiaries lease, access or use any real property or real property interest are valid, binding and in full force and effect against the operation of their respective businesses. (e) Neither the Company or nor any of its Subsidiaries has received notice of any default under any of the material provisions of any of the Real Property Leases that has not been cured, and, to the Knowledge of the Company, the counterparties theretoexcept as would not have a Company Material Adverse Effect, in accordance with their respective terms, and neither the Company nor any of its Subsidiaries are in default under has received any of such leaseswritten communication from, Rights of Way or other agreements. (b) Each of the Company and its Subsidiaries has such consentsgiven any written communication to, easements, rights of way, permits, licenses and other similar real property interests (collectively, “Rights of Way”) from each person as are sufficient any third party that is a party to conduct its business as currently conducted, except for such Rights of Way the absence of which have not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and its Subsidiaries has fulfilled and performed all its material obligations with respect to such Rights of Way and conducts their business in a manner that does not violate any of the Rights of Way, and no event has occurred Real Property Leases alleging that would result in, or after notice or lapse of time would result in, revocation or termination thereof or would result in any impairment of the rights of the holder of any such Rights of Way, except for such revocations, terminations and impairments that have not had and would not reasonably be expected to have a Company Material Adverse Effect. All pipelines owned or operated by the Company and its Subsidiaries are subject to Rights of Way, there are no encroachments or other encumbrances on the Rights of Way that materially affect the use thereof, there are no encroachments of improvements of the Company or any of its Subsidiaries outside or such other party, as the case may be, is in default under such Real Property Lease. (f) There are no pending or, to the Knowledge of the boundaries of such Rights of Way other than encroachments that have not had and would not reasonably be expected Company, threatened condemnation or eminent domain proceedings, lawsuits or administrative actions relating to have a Company Material Adverse Effect and there are no gaps (including any gap arising as a result of any breach by the Company or any of its Subsidiaries portion of the terms of any Rights of Way) in Owned Real Property or the Rights of Way other than gaps that have not had and would not reasonably be expected to have a Company Material Adverse EffectLeased Real Property.

Real Property. (a) Except as would not reasonably be expected to have a Company Material Adverse Effectas, individually or in the Company or a Subsidiary of the Company owns and aggregate, has either good and marketable title in fee or a valid leasehold interest, easement or other rights to the land, buildings, structures and other improvements thereon and fixtures thereto necessary to permit it to conduct its business as currently conducted, in each case free and clear of all Liens (except in all cases for Permitted Liens). Except as would not reasonably be expected to have a Company Material Adverse Effect and except as may be limited by the Bankruptcy and Equity Exception, all leases, Rights of Way agreements or other agreements under which the Company or any of its Subsidiaries lease, access or use any real property or real property interest are valid, binding and in full force and effect against the Company or any of its Subsidiaries and, to the Knowledge of the Company, the counterparties thereto, in accordance with their respective terms, and neither the Company nor any of its Subsidiaries are in default under any of such leases, Rights of Way or other agreements. (b) Each of the Company and its Subsidiaries has such consents, easements, rights of way, permits, licenses and other similar real property interests (collectively, “Rights of Way”) from each person as are sufficient to conduct its business as currently conducted, except for such Rights of Way the absence of which have not had and would not reasonably be expected to have a Company Material Adverse Effect. Each : (a) The Company or one of the Company Subsidiaries, as applicable, has good and its Subsidiaries marketable indefeasible fee simple title to all Owned Real Property, free and clear of all Liens other than Permitted Liens. The Company or a Company Subsidiary, as applicable, has fulfilled exclusive possession of each Owned Real Property, other than any use and performed all its material obligations with respect occupancy rights, without any options to such Rights purchase, granted to third-party tenants or licensees pursuant to agreements entered into in the ordinary course of Way and conducts their business in a manner that does not violate any business. (b) None of the Rights Company and/or the Company Subsidiaries is in material default or violation of, or not in compliance with, any Law applicable to its occupancy of Waythe Leased Real Property subject to the Leases, and no event has occurred that would result inor circumstance exists which, with the delivery of notice, the passage of time, or after notice both, would constitute such a material breach or lapse default. With respect to the Leased Real Property, the Company and/or the Company Subsidiaries have and own valid, legally binding and enforceable leasehold estates in the Leased Real Property, free and clear of time would result inall Liens other than Permitted Liens. (c) The Company and the Company Subsidiaries have a valid and enforceable right to use any real property that is used in the business but is not Owned Real Property or Leased Real Property. (d) There are no existing, revocation or termination thereof or would result in any impairment pending or, to the Knowledge of the rights Company, threatened in writing appropriation, condemnation, eminent domain or similar proceedings that affect any Owned Real Property or, to the Knowledge of the holder Company, Leased Real Property. As of the date hereof, neither the Company nor any Company Subsidiary has received any written notice of the intention of any such Rights of Way, except for such revocations, terminations and impairments that have not had and would not reasonably be expected to have a Company Material Adverse Effect. All pipelines owned or operated by the Company and its Subsidiaries are subject to Rights of Way, there are no encroachments Governmental Entity or other encumbrances on the Rights of Way that materially affect the person to take or use thereof, there are no encroachments of improvements any of the Company or any of its Subsidiaries outside of the boundaries of such Rights of Way other than encroachments that have not had and would not reasonably be expected to have a Company Material Adverse Effect and there are no gaps (including any gap arising as a result of any breach by the Company or any of its Subsidiaries of the terms of any Rights of Way) in the Rights of Way other than gaps that have not had and would not reasonably be expected to have a Company Material Adverse EffectReal Property.

Real Property. (ai) Except as Each real property lease Contracts for the properties used in connection with the JCA Entities that are set forth on Schedule 4.14(a) hereto (the “JCA Real Property Leases”) and the real property to which it relates (the “JCA Leased Real Property”), is in full force and effect and AGCO or the applicable JCA Entities has good and valid leasehold title to the real property to which each JCA Real Property Lease relates (the “JCA Leased Real Property”) pursuant to such JCA Real Property Lease, free and clear of all Liens other than Permitted Liens, except in each case where such failure would not reasonably be expected to have have, individually or in the aggregate, a Company JCA Material Adverse Effect, the Company ; (ii) there are no defaults by AGCO or a Subsidiary JCA Entity (or any conditions or events that, after notice or the lapse of the Company owns and has either good and marketable title in fee time or both, would constitute a default by AGCO or a valid leasehold interest, easement or other rights JCA Entity) under any JCA Real Property Lease and to the landKnowledge of AGCO, buildingsthere are no defaults by any other party to such JCA Real Property Lease (or any conditions or events that, structures and after notice or the lapse of time or both, would constitute a default by such other improvements thereon and fixtures thereto necessary to permit it to conduct its business as currently conductedparty) under such JCA Real Property Lease, in each case free and clear of all Liens (except in all cases for Permitted Liens). Except as where such defaults would not reasonably be expected to have have, individually or in the aggregate, a Company JCA Material Adverse Effect and except Effect; (iii) there are no subleases, licenses or occupancy agreements pursuant to which any third party is granted the right to use the JCA Leased Real Property other than as may be limited by set forth on Section 4.14 of the Bankruptcy and Equity Exception, all leases, Rights AGCO Disclosure Schedule; (iv) there is no Person (other than AGCO or the applicable JCA Entities) in possession of Way agreements or other agreements under which the Company JCA Leased Real Property or any of its Subsidiaries lease, access or use any real property or real property interest are valid, binding portion thereof; and in full force and effect against the Company or any of its Subsidiaries and, to the Knowledge (v) as of the Companydate hereof, the counterparties thereto, in accordance with their respective terms, and neither the Company AGCO nor any of its Subsidiaries are in default under Affiliates has received any written notice that any material portion of such leasesthe JCA Leased Real Property will be condemned, Rights of Way requisitioned or other agreementsotherwise taken by any public authority. (b) Each With respect to the JCA Leased Real Property, neither AGCO nor any JCA Entity has exercised or given any notice of exercise of any option or right of first offer or right of first refusal to purchase, expand, renew or terminate, other than as set forth on Section 4.14(b) of the Company and its Subsidiaries has AGCO Disclosure Schedule. (c) None of AGCO’s nor any JCA Entity’s current use of the JCA Leased Real Property violates in any material respect any restrictive covenant of record or applicable Law that affects such consents, easements, rights property. The facilities at each of way, permits, licenses and other similar real property interests the JCA Leased Real Properties are in good operating condition in all material respects (collectively, “Rights of Way”) from each person as are sufficient to conduct its business as currently conducted, except for such Rights of Way the absence of which have not had reasonable and would not reasonably be expected to have a Company Material Adverse Effect. Each customary wear and tear) and are adequate and suitable for their current uses and purposes. (d) None of the Company and its Subsidiaries JCA Entities has fulfilled and performed all its material obligations with respect to such Rights of Way and conducts their business in a manner that does not violate ever owned any of the Rights of Way, and no event has occurred that would result in, or after notice or lapse of time would result in, revocation or termination thereof or would result in any impairment of the rights of the holder of any such Rights of Way, except for such revocations, terminations and impairments that have not had and would not reasonably be expected to have a Company Material Adverse Effect. All pipelines owned or operated by the Company and its Subsidiaries are subject to Rights of Way, there are no encroachments or other encumbrances on the Rights of Way that materially affect the use thereof, there are no encroachments of improvements of the Company or any of its Subsidiaries outside of the boundaries of such Rights of Way other than encroachments that have not had and would not reasonably be expected to have a Company Material Adverse Effect and there are no gaps (including any gap arising as a result of any breach by the Company or any of its Subsidiaries of the terms of any Rights of Way) in the Rights of Way other than gaps that have not had and would not reasonably be expected to have a Company Material Adverse Effectreal property.

Real Property. (a) Except Section 3.14(a)(i) of the Trimble Disclosure Schedule sets forth a true and complete list of the Business Owned Real Property, including the address, applicable land register specification and record owner thereof. Trimble or the applicable Transferred Subsidiary has good, valid and insurable title (or the local legal equivalent) to the Business Owned Real Property, free and clear of all Liens other than Permitted Liens and those liens and encumbrances as set forth on Section 3.14(a)(ii) of the Trimble Disclosure Schedule, except in each case where such failure would not reasonably be expected to have have, individually or in the aggregate, a Company Business Material Adverse Effect. (b) Section 3.14(a) of the Trimble Disclosure Schedule sets forth a true and complete list of the Business Leased Real Property (defined hereafter). With respect to the Business Real Property Leases: (i) each Business Real Property Lease is in full force and effect and Trimble or the applicable Transferred Subsidiary has good and valid leasehold title in the real property to which each Business Real Property Lease Relates (the “Business Leased Real Property”, and together with the Business Owned Real Property, the Company or a Subsidiary of the Company owns and has either good and marketable title in fee or a valid leasehold interest“Business Real Property”) pursuant to such Business Real Property Lease, easement or other rights to the land, buildings, structures and other improvements thereon and fixtures thereto necessary to permit it to conduct its business as currently conducted, in each case free and clear of all Liens (other than Permitted Liens, except in all cases for Permitted Liens). Except as each case where such failure would not reasonably be expected to have be, individually or in the aggregate, material to the Business, taken as a Company Material Adverse Effect and except as may be limited whole; (ii) there are no defaults by the Bankruptcy and Equity Exception, all leases, Rights of Way agreements Trimble or other agreements under which the Company a Transferred Subsidiary (or any conditions or events that, after notice or the lapse of its Subsidiaries leasetime or both, access would constitute a default by Trimble or use a Transferred Subsidiary) under any real property or real property interest are valid, binding Business Real Property Leases and in full force and effect against the Company or any of its Subsidiaries and, to the Knowledge of Trimble, there are no defaults by any other party to such Business Real Property Lease (or any conditions or events that, after notice or the Companylapse of time or both, the counterparties thereto, in accordance with their respective terms, and neither the Company nor any of its Subsidiaries are in would constitute a default by such other party) under any of such leases, Rights of Way or other agreements. (b) Each of the Company and its Subsidiaries has such consents, easements, rights of way, permits, licenses and other similar real property interests (collectively, “Rights of Way”) from each person as are sufficient to conduct its business as currently conductedBusiness Real Property Lease, except for where such Rights of Way the absence of which have not had and defaults would not reasonably be expected to have be, individually or in the aggregate, material to the Business, taken as a Company Material Adverse Effect. Each of the Company and its Subsidiaries has fulfilled and performed all its material obligations with respect to such Rights of Way and conducts their business in a manner that does not violate any of the Rights of Way, and no event has occurred that would result in, or after notice or lapse of time would result in, revocation or termination thereof or would result in any impairment of the rights of the holder of any such Rights of Way, except for such revocations, terminations and impairments that have not had and would not reasonably be expected to have a Company Material Adverse Effect. All pipelines owned or operated by the Company and its Subsidiaries are subject to Rights of Way, whole; (iii) there are no encroachments subleases, licenses or occupancy agreements pursuant to which any third party is granted the right to use the Business Real Property other encumbrances than as set forth on the Rights of Way that materially affect the use thereof, there are no encroachments of improvements Section 3.14(a) of the Company Trimble Disclosure Schedule; (iv) there is no Person (other than Trimble or the applicable Transferred Subsidiaries) in possession of the Business Real Property or any portion thereof; and (v) as of the date hereof, neither Trimble nor any of its Subsidiaries outside controlled Affiliates has received any written notice that any material portion of the boundaries Business Real Property will be condemned, requisitioned or otherwise taken by any public authority. As of such Rights the date of Way this Agreement, Trimble has made available to AGCO true and complete copies of each Business Real Property Lease. (c) With respect to the Business Real Property, neither Trimble nor any Transferred Subsidiary has entered into any Contract or exercised or given any notice of exercise of any option or right of first offer or right of first refusal, as applicable, to purchase, sell, convey, dispose, expand, renew or terminate any Business Real Property or portion thereof, other than encroachments as set forth on Section 3.14(c) of the Trimble Disclosure Schedule. (d) None of ▇▇▇▇▇▇▇’▇ nor any Transferred Subsidiary’s current use of the Business Real Property violates in any material respect any applicable Law that affects such property. The facilities, buildings, structures and fixtures located at each of the Business Real Properties, have not had no material defects and are in good operating condition and repair (in each case subject to ordinary wear, tear and maintenance that would not be likely to interfere with or adversely impact Trimble or the applicable Transferred Subsidiary’s use thereof) and have been reasonably be expected maintained consistent with prudent industry standards (giving due account to have a Company Material Adverse Effect the age and there are no gaps (including any gap arising as a result length of any breach by the Company or any of its Subsidiaries use of the terms of any Rights of Way) in the Rights of Way other than gaps that have not had same), and would not reasonably be expected to have a Company Material Adverse Effectare adequate and suitable for their current uses and purposes.

Real Property. As of the Closing Date, (ai) Except Schedule 3.05(b) contains a true and complete list of each interest in Real Property owned by any Loan Party and describes the type of interest therein held by such Loan Party. Schedule 3.05(b) contains a true and complete list of each Real Property leased, subleased or otherwise occupied or utilized by any Loan Party, as would lessee, sublessee, franchisee or licensee, and describes the type of interest therein held by such Loan Party and whether such lease, sublease or other instrument requires the consent of the landlord thereunder or other parties thereto to the Transactions. (ii) The Real Property and the current use thereof complies in all material respects with (i) all applicable Requirements of Law (including building and zoning ordinances and codes), and the Borrower or the relevant Loan Party is not an illegal user of such Real Property, and (ii) all insurance requirements of this Agreement, in each case, except where noncompliance could not reasonably be expected to have a Company Material Adverse Effect. (iii) No Casualty Event has been commenced or, to the Company best knowledge of Borrower and the Companies, is contemplated with respect to all or any portion of any material Real Property or for any materially adverse relocation of roadways providing access to such Real Property other than a Subsidiary Casualty Event relating to Real Property that has been restored, replaced or rebuilt. (iv) There are no current, pending or, to the best knowledge of Borrower and the Company owns and has either good and marketable title in fee or a valid leasehold interestLoan Parties, easement proposed special or other rights assessments for public improvements or otherwise affecting any Mortgaged Real Properties, nor are there any contemplated improvements to the land, buildings, structures and such Mortgaged Real Properties that may result in such special or other improvements thereon and fixtures thereto necessary to permit it to conduct its business as currently conductedassessments, in each case free case, other than such assessments that will be paid prior to delinquency. (v) Neither the Borrower nor the Loan Parties have suffered, permitted or initiated the joint assessment of any Mortgaged Real Property with any other real property constituting a separate tax lot that would interfere with the legal foreclosure of such Mortgaged Real Property independent of any property that is not a Mortgaged Real Property. All owned Real Property is comprised of one or more parcels, each of which or such parcels together constitutes a separate tax lot and clear none of which constitutes a portion of any other tax lot. (vi) Each of the Borrower and the Loan Parties has obtained all material permits (including assembly permits), licenses, variances and certificates required by Requirements of Law to be obtained by such Person and necessary to the use and operation of the Mortgaged Real Properties for the purposes for which they are currently used. Each of the Borrower and the Companies has obtained all permits (including assembly permits), licenses, variances and certificates required by Requirements of Law to be obtained by such Person and necessary to the use and operation of Real Property other than Mortgaged Real Properties except to the extent that the failure to obtain such permits, licenses, variances and certificates could not, in the aggregate, reasonably be expected to have a Material Adverse Effect. The use being made of all Liens Real Property is in material conformity with the certificate of occupancy and/or such other permits, licenses, variances and certificates for such Real Property and any other reciprocal easement agreements, restrictions, covenants or conditions affecting such Real Property. (vii) Except for maintenance and repairs in the ordinary course of business or as set forth on Schedule 3.05(b), to the best knowledge of Borrower and the Companies, all Real Property owned by Loan Parties is free from structural defects and all building systems contained therein are in good working order and condition, ordinary wear and tear excepted, suitable for the purposes for which they are currently being used. (viii) No Person other than the Companies has any possessory interest in any Real Property or right to occupy any Real Property except for leases, subleases and concessions (i) in all cases for Permitted Liens)the ordinary course of business and (ii) on terms no less favorable to the Companies than terms that were available to unaffiliated parties in the market generally at the time entered into. There are no outstanding options to purchase or rights of first refusal or restrictions on transferability affecting any owned Real Property. (ix) Except as would could not reasonably be expected to have a Company Material Adverse Effect material adverse effect on the affected Property, (i) all Real Property has adequate rights of access to public ways to permit the Real Property to be used for its intended purpose and except as may be limited is served by operating and adequate water, electric, telephone, sewer, sanitary sewer and storm drain facilities, (ii) all public utilities necessary to the Bankruptcy continued use and Equity Exceptionenjoyment of the Real Property and the Companies have the legal right to the continued use thereof, (iii) all leases, Rights roads necessary for the full utilization of Way the Real Property for its current purpose have been completed and dedicated to public use and accepted by all Governmental Authorities or are the subject of access easements for the benefit of such Real Property and (iv) all reciprocal easement agreements or other agreements under which the Company or affecting any of its Subsidiaries lease, access or use any real property or real property interest Real Property are valid, binding and in full force and effect against and no Loan Party is aware of any defaults thereunder. Except for public streets and sidewalks and other non-material parcels in respect of which any further discontinuance of use or occupying would not materially interfere with the Company value or utility of adjacent or nearby Real Property, no Loan Party uses or occupies any real property other than such Real Property in connection with the use and operation of its Subsidiaries and, to the Knowledge of the Company, the counterparties thereto, in accordance with their respective terms, and neither the Company nor any of its Subsidiaries are in default under any of such leases, Rights of Way or other agreementsReal Property. (bx) No building or structure constituting Real Property or any appurtenance thereto or equipment thereon, or the use, operation or maintenance thereof, violates any restrictive covenant or encroaches on any easement or on any property owned by others, which violation or encroachment materially interferes with the use or could materially adversely affect the value of such building, structure or appurtenance or which encroachment is necessary for the operation of the business at any Real Property. All buildings, structures, appurtenances and equipment necessary for the use of each Mortgaged Real Property for the purpose for which it is currently being used are located on the real property encumbered by such Mortgage. (xi) Each parcel of Real Property, including each lease, has adequate available parking to meet legal and operating requirements (after taking into account reciprocal easement agreements and other easements on adjoining or nearby land). (xii) No portion of the Company Real Property owned by a Loan Party has suffered any material damage by fire or other material casualty loss that has not heretofore been substantially repaired and restored to its Subsidiaries has such consents, easements, rights of way, permits, licenses and other similar real property interests (collectively, “Rights of Way”) from each person as are sufficient to conduct its business as currently conducted, except for such Rights of Way the absence of which have not had and would not reasonably be expected to have a Company Material Adverse Effectoriginal condition. Each No portion of the Company and its Subsidiaries Real Property owned by a Loan Party (other than the Real Property located in Willimantic, Connecticut for which Borrower has fulfilled and performed all its material obligations with respect to such Rights of Way and conducts their business flood insurance) is located in a manner that does not violate special flood hazard area as designated by any of the Rights of Way, and no event has occurred that would result in, or after notice or lapse of time would result in, revocation or termination thereof or would result in any impairment of the rights of the holder of any such Rights of Way, except for such revocations, terminations and impairments that have not had and would not reasonably be expected to have a Company Material Adverse Effect. All pipelines owned or operated by the Company and its Subsidiaries are subject to Rights of Way, there are no encroachments or other encumbrances on the Rights of Way that materially affect the use thereof, there are no encroachments of improvements of the Company or any of its Subsidiaries outside of the boundaries of such Rights of Way other than encroachments that have not had and would not reasonably be expected to have a Company Material Adverse Effect and there are no gaps (including any gap arising as a result of any breach by the Company or any of its Subsidiaries of the terms of any Rights of Way) in the Rights of Way other than gaps that have not had and would not reasonably be expected to have a Company Material Adverse Effectfederal governmental authorities.

Real Property. (a) Except as would not reasonably be expected set forth in Part V of Appendix D, none of HoldCo or any of its Subsidiaries owns any real property. To the Knowledge of Seller, no Governmental Authority has commenced the exercise of any eminent domain or similar power with respect to have a any Project Company Real Property owned by HoldCo or any of its Subsidiaries, and there are no pending or, to the Knowledge of Seller, threatened condemnation or eminent domain proceedings that affect any such Project Company Real Property. (b) HoldCo and/or its Subsidiaries has good and valid title to or, subject to the terms and conditions of the Material Adverse EffectLeases, the right to use all Project Company or a Subsidiary of the Company owns and has either good and marketable title in fee or a valid leasehold interestReal Property, easement or other rights to the land, buildings, structures and other improvements thereon and fixtures thereto necessary to permit it to conduct its business as currently conducted, in each case free and clear of all Liens (except in all cases for other than Permitted Liens). Except With respect to the Project Company Real Property it leases or on which it was granted servitudes or superficies pursuant to the Material Leases, HoldCo or its Subsidiaries, as would not reasonably be expected to applicable, have a Company peaceful and undisturbed nonexclusive possession under all Material Adverse Effect and except as may be limited by the Bankruptcy and Equity ExceptionLeases, all leases, Rights of Way agreements servitudes or other agreements superficies under which the Company they are leasing or any of its Subsidiaries lease, access or use any real occupying property or real property interest are valid, binding and in full force and effect against the Company or any of its Subsidiaries and, to the Knowledge of the Company, the counterparties thereto, in accordance with their respective termsthe terms and conditions of the relevant Material Leases, servitude or superficies and neither subject to the Company nor any of its Subsidiaries are Permitted Liens. All rents and other payments under the Material Leases have been paid in default under any of such leases, Rights of Way or other agreementsfull to the extent due. (bc) Each of Except as set forth in Schedule 2.13, the Project Company Real Property is sufficient to provide HoldCo and its Subsidiaries has such consentswith continuous, easementsuninterrupted and, rights together with public roads, contiguous access to the Project sufficient for the operation and maintenance of way, permits, licenses and other similar real property interests (collectively, “Rights of Way”) from each person as are sufficient to conduct its business the Project as currently conducted, except . All utility services necessary for such Rights the construction and operation of Way the absence of which have not had and would not Project for its intended purposes are available or are reasonably be expected to have a Company Material Adverse Effect. Each of the Company be so available as and its Subsidiaries has fulfilled and performed all its material obligations with respect to such Rights of Way and conducts their business in a manner that does not violate any of the Rights of Way, and no event has occurred that would result in, or after notice or lapse of time would result in, revocation or termination thereof or would result in any impairment of the rights of the holder of any such Rights of Way, except for such revocations, terminations and impairments that have not had and would not reasonably be expected to have a Company Material Adverse Effect. All pipelines owned or operated by the Company and its Subsidiaries are subject to Rights of Way, there are no encroachments or other encumbrances on the Rights of Way that materially affect the use thereof, there are no encroachments of improvements of the Company or any of its Subsidiaries outside of the boundaries of such Rights of Way other than encroachments that have not had and would not reasonably be expected to have a Company Material Adverse Effect and there are no gaps (including any gap arising as a result of any breach by the Company or any of its Subsidiaries of the terms of any Rights of Way) in the Rights of Way other than gaps that have not had and would not reasonably be expected to have a Company Material Adverse Effectwhen required upon commercially reasonable terms.

Real Property. (a) Section 4.18(a) of the Company Disclosure Letter sets forth a true, correct and complete list, as of the date hereof, of the street addresses of all the real property that is owned in fee simple by the Company and any of its Subsidiaries and the name of fee owner with respect thereto (the “Owned Real Property” and, together with the Leased Real Property, the “Real Property”). Except as would not not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, the Company or a the applicable Subsidiary of the Company owns and has either good and marketable fee simple title in fee or a valid leasehold interest, easement or other rights to the landOwned Real Property, buildings, structures and other improvements thereon and fixtures thereto necessary to permit it to conduct its business as currently conducted, in each case free and clear of all Liens (Liens, except in all cases for Permitted Liens). Except as would The Company and its Subsidiaries have not reasonably be expected leased, subleased or licensed any portion of any Owned Real Property to have a Company Material Adverse Effect and except as may be limited by the Bankruptcy and Equity Exception, all leases, Rights of Way agreements or other agreements under which any Person. Neither the Company or nor any of its Subsidiaries lease, access or use has received written notice of any real property or real property interest are valid, binding and in full force and effect against the Company or any of its Subsidiaries pending and, to the Knowledge of the Company, the counterparties theretothere is no threatened, in accordance condemnation with their respective terms, and neither the Company nor respect to any of its Subsidiaries are in default under any of such leases, Rights of Way or other agreementsOwned Real Property. (b) Each The Company has made available to Parent true, correct and complete copies of all material leases, subleases, licenses, occupancy agreements and other agreements under which, as of the date of this Agreement, the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy, now or in the future, any real property as tenant, subtenant, licensee or occupant (including all guaranties thereof and all material modifications, amendments, supplements, waivers and side letters thereto) (such property, the “Leased Real Property” and such leases, subleases, licenses and occupancy agreements, the “Real Property Leases”). Section 4.18(b) of the Company Disclosure Letter sets forth a true, correct and its Subsidiaries has such consentscomplete list, easementsas of the date hereof, rights of wayall street addresses of the Leased Real Property and the Real Property Leases with respect thereto. Except as would not, permitsindividually or in the aggregate, licenses and other similar real property interests (collectively, “Rights of Way”) from each person as are sufficient to conduct its business as currently conducted, except for such Rights of Way the absence of which have not had and would not reasonably be expected to have a Company Material Adverse Effect. Each , (i) each Real Property Lease is valid and binding on the Company or the Subsidiary of the Company and its Subsidiaries has fulfilled and performed all its material obligations with respect that is a party thereto and, to such Rights of Way and conducts their business in a manner that does not violate any the Knowledge of the Rights of WayCompany, each other party thereto and no event has occurred that would result inis in full force and effect, or after notice or lapse of time would result in, revocation or termination thereof or would result in any impairment of the rights of the holder of any such Rights of Way, except for such revocations, terminations and impairments that have not had and would not reasonably be expected to have a Company Material Adverse Effect. All pipelines owned or operated by the Company and its Subsidiaries are subject to Rights of Waythe Enforceability Exceptions, there are no encroachments or (ii) all rent and other encumbrances on the Rights of Way that materially affect the use thereof, there are no encroachments of improvements of the Company or any of its Subsidiaries outside of the boundaries of such Rights of Way other than encroachments that have not had sums and would not reasonably be expected to have a Company Material Adverse Effect and there are no gaps (including any gap arising as a result of any breach charges payable by the Company or any of its Subsidiaries as tenant, subtenant, licensee or occupant thereunder are current and all obligations required to be performed or complied with by the Company or any of its Subsidiaries thereunder have been performed, (iii) no termination event or condition or uncured default on the part of the terms Company or, if applicable, its Subsidiaries or, to the Knowledge of the Company, the counterparty thereunder, exists under any Real Property Lease, (iv) the Company and each of its Subsidiaries has a good and valid leasehold interest in each parcel of real property leased by it free and clear of all Liens, except Permitted Liens, (v) neither the Company nor any of its Subsidiaries has received any written notice from any landlord under any Real Property Lease that such landlord intends to terminate such Real Property Lease and (vi) neither the Company nor any of its Subsidiaries has received written notice of any Rights pending and, to the Knowledge of Waythe Company, there is no threatened, condemnation with respect to any property leased pursuant to any Leased Real Property. The Company and its Subsidiaries have not subleased or licensed any portion of any Leased Real Property to any Person. (c) Except as would not, individually or in the Rights of Way other than gaps that have not had and would not aggregate, reasonably be expected to have be material to the Company and its Subsidiaries, taken as a whole, each Real Property is (i) in good operating condition and repair, subject to normal wear and tear, (ii) regularly and properly maintained consistent with reasonably prudent industry practice and standards, (iii) free from any defects or deficiencies and (iv) suitable for the conduct of the business of the Company Material Adverse Effectand its Subsidiaries as presently conducted. (d) Except as set forth on Section 4.18(d) of the Company Disclosure Letter, there are no rights of first refusal or offer or options to purchase in effect, in each case, in favor of any Person as to all or any material portion of the Owned Real Property.

Real Property. (a) Section 4.14(a) of the Company Disclosure Letter contains a complete and correct list, as of the date of this Agreement, of all Owned Real Property. Except as set forth on Section 4.14(a) of the Company Disclosure Letter or except as would not reasonably be expected to have a Company Material Adverse Effect, as of the date of this Agreement, an Acquired Company owns such Owned Real Property in fee (or a Subsidiary the equivalent interest in the applicable jurisdiction), subject only to Permitted Liens. (b) Section 4.14(b) of the Company owns Disclosure Letter sets forth the address of each Leased Real Property and contains a true, complete and correct list of all Leases for such Leased Real Property (including the date and name of the parties to such Lease document), and the Leased Real Property identified in Section 4.14(b) of the Company Disclosure Letter comprise all of the real property used or intended to be used in, or otherwise related to, the business of the Acquired Companies. The Acquired Companies have delivered to Parent a true and complete copy of each Lease document (including all amendments, extensions, renewals, guaranties, and other agreements with respect thereto). (c) Except as set forth on Section 4.14(c) of the Company Disclosure Letter, with respect to each of the Leases: (i) an Acquired Company has either good and marketable title in fee or a valid and enforceable leasehold interestestate in all Leased Real Property, easement or other rights subject to the land, buildings, structures Enforceability Exceptions and other improvements thereon and fixtures thereto necessary to permit it to conduct its business as currently conducted, in each case free and clear of all Liens (except in all cases for any Permitted Liens). Except as , (ii) no Acquired Company, nor any other party to such Lease for Leased Real Property, is in breach or default under any Lease for Leased Real Property, and no event or circumstance has occurred or circumstance exists that, with notice or lapse of time, or both, would not reasonably be expected to have constitute such a Company Material Adverse Effect and except as may be limited breach or default by the Bankruptcy and Equity Exceptionparty that is the lessee or lessor of such Lease for Leased Real Property, all leases, Rights of Way agreements or other agreements under which the Company or any of its Subsidiaries lease, access or use any real property or real property interest are valid, binding and in full force and effect against the Company or any of its Subsidiaries and, (iii) to the Knowledge of the Company, no Acquired Company’s possession or quiet enjoyment of the counterparties thereto, in accordance with their respective termsLeased Real Property under such Lease has been disturbed, and neither to the Company nor any of its Subsidiaries are in default under any of such leases, Rights of Way or other agreements. (b) Each of the Company and its Subsidiaries has such consents, easements, rights of way, permits, licenses and other similar real property interests (collectively, “Rights of Way”) from each person as are sufficient to conduct its business as currently conducted, except for such Rights of Way the absence of which have not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and its Subsidiaries has fulfilled and performed all its material obligations with respect to such Rights of Way and conducts their business in a manner that does not violate any of the Rights of Way, and no event has occurred that would result in, or after notice or lapse of time would result in, revocation or termination thereof or would result in any impairment of the rights of the holder of any such Rights of Way, except for such revocations, terminations and impairments that have not had and would not reasonably be expected to have a Company Material Adverse Effect. All pipelines owned or operated by the Company and its Subsidiaries are subject to Rights of WayCompany’s Knowledge, there are no encroachments disputes with respect to any such Lease, (iv) no Acquired Company has subleased, licensed or other encumbrances on otherwise granted any Person the Rights of Way that materially affect the right to use or occupy such property subject to such Lease or any portion thereof, there are and (v) no encroachments of improvements of the Acquired Company has collaterally assigned or granted any other security interest in such Lease or any of its Subsidiaries outside of the boundaries of such Rights of Way other than encroachments that have not had and would not reasonably be expected to have a Company Material Adverse Effect and there are no gaps (including any gap arising as a result of any breach by the Company or any of its Subsidiaries of the terms of any Rights of Way) in the Rights of Way other than gaps that have not had and would not reasonably be expected to have a Company Material Adverse Effectinterest therein.

Real Property. (a) Except The Company does not own, nor has it ever owned, any real property. (b) Schedule 5.9(b) lists as would of the date of this Agreement all Real Property Leases. The real property described on Schedule 5.9(b) is referred to as the "Leased Real Property." Copies of all written (and summaries of all oral) Real Property Leases have been provided to Parent prior to the date of this Agreement. (c) All Leased Real Property and its condition is suitable for its current use by the Company. (d) All buildings, structures, improvements, fixtures, building systems and equipment, and all components thereof, included in the Leased Real Property are in good condition, ordinary wear and tear excepted and are suitable in all material respects for their current use by the Company. (e) To the Company's knowledge, there are adequate sanitary and storm sewer, public water, gas, electrical, telephone and other utilities and facilities at each of the Leased Real Properties, and the Company has not received notice from any provider of such services of any changes required to any facilities used in connection with such utilities. The Company has no Knowledge of any pending or threatened moratoriums or restrictions that are reasonably be expected likely to have adversely affect the cost or availability of any public utilities. (f) The Company enjoys peaceful and undisturbed possession of each Leased Real Property. (g) To the Company's knowledge, there are no pending condemnation, eminent domain, or any other taking by public authority with or without payment of consideration therefor or similar actions with respect to any of the Leased Real Properties, nor has any notice of such a Company Material Adverse Effectproposed condemnation been received by he Company. (h) To the Company's knowledge, the Company or a Subsidiary of has the Company owns and has either good and marketable title in fee or a valid leasehold interest, easement or other rights to the land, buildings, structures and other improvements thereon and fixtures thereto necessary to permit it right to conduct its business as currently conductedin each Leased Real Property for the remaining term of the applicable Real Property Lease. (i) With respect to the Leased Real Property, all options to renew, rights of first offer and rights of first refusal exercisable prior to the date of this Agreement have been properly exercised. (j) Prior to the date of this Agreement, the Company has delivered to Parent copies of all subleases (collectively, the "Subleases") entered into by the Company (all of which are listed on Schedule 5.9(j)). All Subleases are, and have been for the terms thereof, in each case free and clear of all Liens (except in all cases for Permitted Liens). Except as would not reasonably be expected to have a Company Material Adverse Effect and except as may be limited by the Bankruptcy and Equity Exception, all leases, Rights of Way agreements or other agreements under which the Company or any of its Subsidiaries lease, access or use any real property or real property interest are valid, binding good standing and in full force and effect against the Company or any of its Subsidiaries and, to the Knowledge of the Company, the counterparties thereto, in accordance with their respective termseffect, and neither the Company nor any of its Subsidiaries are in default under any of such leases, Rights of Way or other agreements. (b) Each of the Company and its Subsidiaries has such consents, easements, rights of way, permits, licenses and other similar real property interests (collectively, “Rights of Way”) from each person as are sufficient to conduct its business as currently conducted, except for such Rights of Way the absence of which have not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and its Subsidiaries has fulfilled and performed all its material obligations necessary consents with respect to such Rights of Way and conducts their business in a manner that does not violate any of the Rights of Way, and no event has occurred that would result in, or after notice or lapse of time would result in, revocation or termination thereof or would result in any impairment of the rights of the holder of any such Rights of Way, except for such revocations, terminations and impairments that thereto have not had and would not reasonably be expected to have a Company Material Adverse Effect. All pipelines owned or operated by the Company and its Subsidiaries are subject to Rights of Way, there are no encroachments or other encumbrances on the Rights of Way that materially affect the use thereof, there are no encroachments of improvements of the Company or any of its Subsidiaries outside of the boundaries of such Rights of Way other than encroachments that have not had and would not reasonably be expected to have a Company Material Adverse Effect and there are no gaps (including any gap arising as a result of any breach by the Company or any of its Subsidiaries of the terms of any Rights of Way) in the Rights of Way other than gaps that have not had and would not reasonably be expected to have a Company Material Adverse Effectbeen obtained.

Real Property. (a) Section 3.09(a) of the Sellers’ Disclosure Schedule lists the street address, legal description where appropriate and the current owner of each parcel of real property in which any of the Sellers has fee title (or equivalent) interest and which is used in or held for use in the conduct of the Business. Except as would not reasonably be expected to have a Company Material Adverse Effect, the Company or a Subsidiary described in Section 3.09(a) of the Company owns and Sellers’ Disclosure Schedule: (i) each Seller listed in Section 3.09(a) of the Sellers’ Disclosure Schedule as the owner of a parcel of Owned Real Property has either good and marketable valid title in fee or a valid leasehold interest, easement or other rights simple to such parcel; (ii) to the landextent as are in any of the Sellers’ possession, buildings, structures the Sellers have made available to the Purchaser copies of each deed for each parcel of Owned Real Property; and other improvements thereon (iii) all buildings situated on the Owned Real Property form a part of the Owned Real Property and fixtures thereto necessary to permit it to conduct its business as currently conducted, in each case free and clear of all Liens (except in all cases for Permitted Liens). Except as would not reasonably be expected to have a Company Material Adverse Effect and except as may be limited are owned by the Bankruptcy and Equity Exception, all leases, Rights Sellers. No Seller has received notice of Way agreements or other agreements under which the Company any pending condemnation proceeding or any threatened condemnation that would preclude or impair the use of its Subsidiaries lease, access or use any real property or real property interest are valid, binding and in full force and effect against Owned Real Property by the Company or any of its Subsidiaries and, to Business for the Knowledge purposes for which it is currently used. No Seller has received notice of the Company, applicable Governmental Authority altering its zoning Laws so as to affect or potentially affect the counterparties thereto, in accordance with their respective terms, and neither the Company nor any of its Subsidiaries are in default under any of such leases, Rights of Way or other agreementsLeased Real Property. (b) Each Section 3.09(b) of the Company Sellers’ Disclosure Schedule lists the street address and its Subsidiaries has such consents, easements, rights legal description where appropriate of way, permits, licenses and other similar each parcel of real property interests (collectivelyleased or subleased by any Seller as tenant or subtenant, “Rights as the case may be, which is used in or held for use in the conduct of Way”) from the Business, and the identity of the lessee of each person such parcel of Leased Real Property. To the extent as are sufficient to conduct its business as currently conducted, except for such Rights of Way the absence of which have not had and would not reasonably be expected to have a Company Material Adverse Effect. Each in any of the Company Sellers’ possession, the Sellers have delivered to the Purchaser true and its Subsidiaries complete copies of the leases and subleases in effect at the date hereof (including all amendments thereto and assignments in respect thereof) relating to the Leased Real Property, and there has fulfilled not been any sublease or assignment entered into by any of the Sellers in respect of the leases and performed all its material obligations subleases relating to the Leased Real Property. To Sellers’ Knowledge, each lease and sublease in respect of the Leased Real Property is a valid lease or sublease and Sellers have received no written notice of default except as disclosed in Section 3.09(b) of the Sellers’ Disclosure Schedule. To Sellers’ Knowledge, the security deposit required pursuant to each lease and sublease in respect of the Leased Real Property has not been drawn upon by the relevant landlord or sublandlord, as applicable, and no additional monies are required to bring the security deposits into compliance with respect to each such Rights lease or sublease, as applicable. No Seller has received notice of Way any pending condemnation proceeding or any threatened condemnation that would preclude or impair the use of any Leased Real Property by the Business for the purposes for which it is currently used. No Seller has received notice of the applicable Governmental Authority altering its zoning Laws so as to affect or potentially affect the Leased Real Property. (c) The Owned Real Property and conducts the Leased Real Property constitute all of the real property used in the conduct of the Business. (d) Except as set forth in Section 3.09(d) of the Sellers’ Disclosure Schedule, Sellers have (i) in the case of Owned Real Property, good and valid title to, and (ii) in the case of the Leased Real Property, valid and binding leasehold interests in all of their business respective material assets, free and clear of any Liens, except, in a manner each case, for Permitted Encumbrances. (e) Except as set forth in Section 3.09(e) of the Sellers’ Disclosure Schedule, no options or rights of first offer or rights of first refusal or similar rights or options have been granted by any Seller to any Person (other than the Purchaser) that does not violate are enforceable despite the continuation of the Bankruptcy Cases to (i) purchase, lease or otherwise acquire any interest in any of the Rights of Way, and no event has occurred that would result in, Owned Real Property or after notice leases or lapse of time would result in, revocation or termination thereof or would result in any impairment of subleases relating to the rights of the holder of any such Rights of Way, except for such revocations, terminations and impairments that have not had and would not reasonably be expected to have a Company Material Adverse Effect. All pipelines owned or operated by the Company and its Subsidiaries are subject to Rights of Way, there are no encroachments or other encumbrances on the Rights of Way that materially affect the use thereof, there are no encroachments of improvements of the Company or any of its Subsidiaries outside of the boundaries of such Rights of Way other than encroachments that have not had and would not reasonably be expected to have a Company Material Adverse Effect and there are no gaps (including any gap arising as a result of any breach by the Company or any of its Subsidiaries of the terms of any Rights of Way) in the Rights of Way other than gaps that have not had and would not reasonably be expected to have a Company Material Adverse EffectLeased Real Property.

Real Property. Section 5.20 of the Company Disclosure Letter sets forth a true, correct and complete list, as of the date of this Agreement, of (i) the street address of each parcel of Leased Real Property, (ii) the identity of the lessor, lessee and current occupant (if different from lessee) of each such parcel of Leased Real Property, (iii) the term and rental payment amounts pertaining to each such parcel of Leased Real Property, (iv) the current use of each such parcel of Leased Real Property and (v) the Real Property Lease associated with each Leased Real Property. Neither the Company nor its Subsidiaries owns, occupies or otherwise uses any real property other than the Leased Real Property in connection with its business. With respect to each parcel of Leased Real Property: (a) Except as would not reasonably be expected to have a Company Material Adverse Effect, the The Company or one of its Subsidiaries holds a Subsidiary of the Company owns and has either good and marketable title in fee or a valid leasehold interestestate in such Leased Real Property, easement or other rights to the land, buildings, structures and other improvements thereon and fixtures thereto necessary to permit it to conduct its business as currently conducted, in each case free and clear of all Liens (Liens, except in all cases for Permitted Liens). Except as would not reasonably be expected . (b) The Company and its Subsidiaries have delivered to have a Company Material Adverse Effect Acquiror true, correct and except as may be limited by the Bankruptcy and Equity Exception, complete copies of all leases, Rights of Way lease guaranties, subleases, agreements for the leasing, use or other agreements under which occupancy of, or otherwise granting a right in and to the Leased Real Property by or to the Company or any of its Subsidiaries leaseSubsidiaries, access including all amendments, terminations and modifications thereof (collectively, the “Real Property Leases”), and none of such Real Property Leases has been modified, except to the extent that such modifications have been disclosed by the copies delivered to Acquiror. (c) The Company’s and its Subsidiaries’ possession and quiet enjoyment of the Leased Real Property under such Real Property Leases has not been materially disturbed, and there are no material disputes with respect to such Real Property Leases (such materiality assessed with respect to a Company Material Adverse Effect). (d) No party, other than the Company or its Subsidiaries, has any right to use or occupy the Leased Real Property or any real property portion thereof. (e) The Company and each if its Subsidiaries, have complied in all material respects with the terms of the Real Property Leases and all applicable Laws regarding the use of the Leased Real Property (such materiality assessed with respect to each Lease). (f) There is no actual or real property interest are validpending action, binding and in full force and effect dispute, claims or demands against the Company or any of its Subsidiaries under or in connection with the Real Property Leases and, to the Knowledge Company’s knowledge, there is no fact, matter or circumstance that is reasonably likely to give rise to such action, dispute, claim, demand or Action. No material defaults by (A) the Company or its Subsidiaries or (B) to the knowledge of the Company, the counterparties theretoany landlord or sub-landlord, in accordance with their respective termsas applicable, presently exist under any Real Property Lease. (g) The Company and neither the Company nor any each of its Subsidiaries are have paid in default under any of such leasesfull all applicable government taxes, Rights of Way or other agreements. (b) Each of the Company and its Subsidiaries has such consents, easements, rights of way, permits, licenses fees and other similar real property interests (collectively, “Rights of Way”) from each person as are sufficient payments if and to conduct its business as currently conducted, except for such Rights of Way the absence of which have not had extent due and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and its Subsidiaries has fulfilled and performed all its material obligations with respect to such Rights of Way and conducts their business in a manner that does not violate any of the Rights of Way, and no event has occurred that would result in, or after notice or lapse of time would result in, revocation or termination thereof or would result in any impairment of the rights of the holder of any such Rights of Way, except for such revocations, terminations and impairments that have not had and would not reasonably be expected to have a Company Material Adverse Effect. All pipelines owned or operated by the Company and its Subsidiaries are subject to Rights of Way, there are no encroachments or other encumbrances on the Rights of Way that materially affect the use thereof, there are no encroachments of improvements of the Company or any of its Subsidiaries outside of the boundaries of such Rights of Way other than encroachments that have not had and would not reasonably be expected to have a Company Material Adverse Effect and there are no gaps (including any gap arising as a result of any breach payable by the Company or any of its Subsidiaries of in relation to the terms of any Rights of Way) in the Rights of Way other than gaps that have not had and would not reasonably be expected to have a Company Material Adverse EffectReal Property Lease.

Real Property. (a) Except as would not reasonably be expected Schedule 4.21(a) sets forth a true and complete list of all the Leased Real Property. True and correct copies of all leases, and all amendments to such leases, have a been delivered to the Buyer. Each Company Material Adverse Effect, the Company or a Subsidiary of the Company owns and has either good and marketable title in fee or a valid leasehold interestinterest in the Leased Real Property, easement or other rights to the land, buildings, structures and other improvements thereon and fixtures thereto necessary to permit it to conduct its business as currently conducted, in each case free and clear of all Liens (except in all cases for Restrictions other than Permitted Liens). Except as would not reasonably be expected to have a Company Material Adverse Effect and except as may be limited by the Bankruptcy and Equity Exception, all leases, Rights of Way agreements or other agreements under which the Company or any of its Subsidiaries lease, access or use any real property or real property interest All leases listed on Schedule 4.21 are valid, binding and in full force and effect against the and no event of default by any Company or any of its Subsidiaries and, to the Knowledge of the Company, the counterparties thereto, in accordance with their respective terms, and neither the Company nor any of its Subsidiaries are in default under any of such leases, Rights of Way or other agreements. (b) Each of the Company and its Subsidiaries has such consents, easements, rights of way, permits, licenses and other similar real property interests (collectively, “Rights of Way”) from each person as are sufficient to conduct its business as currently conducted, except for such Rights of Way the absence of which have not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and its Subsidiaries has fulfilled and performed all its material obligations with respect to such Rights of Way and conducts their business in a manner that does not violate any of the Rights of Wayoccurred, and no event has occurred that would result inwhich (whether with or without notice, or after notice or lapse of time would result in, revocation or termination thereof or would result in any impairment of the rights of the holder of any such Rights of Way, except for such revocations, terminations and impairments that have not had and would not both) could reasonably be expected to have cause a default thereunder. There are no condemnation or appropriation or similar proceedings pending or to the knowledge of ATG, threatened against any such real property or improvements thereon. The improvements on the Leased Real Property whose maintenance is ATG or the Seller's responsibility are in good operating condition and repair (ordinary wear and tear excepted). The improvements on the Leased Real Property whose maintenance is the landlord's or the tenant's responsibility are in good operating condition and repair (ordinary wear and tear excepted). Except as set forth on Schedule 4.21(a), no material capital expenditures by any Company, ATG or the Seller are required for the maintenance and repair of the Leased Real Property. The Leased Real Property is adequately served by gas, electricity, water, sewage and waste removal utilities. There are no challenges or appeals pending, or, to ATG's knowledge, threatened regarding the amount of the taxes on, or the assessed valuation of the Leased Real Property, and no Company has entered into any special arrangements or agreements with any Governmental Entity with respect thereto. (b) Schedule 4.21(b) sets forth a complete and correct list of all Owned Real Property. With respect to each Owned Real Property, (i) either a Company Material Adverse Effect. All pipelines owned or operated by the Company owns title in fee simple to such Owned Real Property, free and its Subsidiaries are subject to Rights clear of Wayall Restrictions other than Permitted Liens, (ii) there are no encroachments outstanding options or rights of first refusal in favor of any other encumbrances on the Rights of Way that materially affect the use thereof, party to purchase such Owned Real Property or any portion thereof or interest therein and (iii) there are no encroachments of improvements of the Company leases, subleases, licenses, options, rights, concessions or other agreements affecting any of its Subsidiaries outside of the boundaries portion of such Rights of Way other than encroachments that have not had and would not reasonably be expected to have a Company Material Adverse Effect and there are no gaps (including any gap arising as a result of any breach by the Company or any of its Subsidiaries of the terms of any Rights of Way) in the Rights of Way other than gaps that have not had and would not reasonably be expected to have a Company Material Adverse EffectOwned Real Property.

Real Property. (a) Except Section 4.16(a) of the Company Disclosure Letter sets forth a complete list of all material real property owned by the Company or any of its Subsidiaries as of the date hereof (“Company Owned Real Property”). The Company and each of its Subsidiaries has good and valid title in fee simple to all Company Owned Real Property, free and clear of all Liens of any nature whatsoever, except (i) Liens for current Taxes, payments of which are not yet delinquent or are being disputed in good faith, (ii) such imperfections in title and easements and encumbrances, if any, as are not substantial in character, amount or extent and do not materially detract from the value, or interfere with the present use of the property subject thereto or affected thereby, or otherwise materially impair the Company’s or any of its Subsidiaries’ business operations (in the manner presently carried on by the Company or such Subsidiaries), or (iii) for such matters which would not not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (b) Section 4.16(b) of the Company Disclosure Letter sets forth a complete list of all material real property leased by the Company or any of its Subsidiaries as of the date hereof (“Company Material Leased Real Property”). A copy of the lease for each Company Material Leased Real Property (the “Company Leases”) has been filed as an exhibit to the Company SEC Documents prior to the date hereof or has been delivered or made available to Parent and Merger Sub. With respect to each of the Company Leases: (i) such Company Lease is legal, valid, and binding on the Company or its Subsidiary party thereto, and, to the Company’s knowledge, each other Person party thereto, and is enforceable and in full force and effect, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws relating to or affecting the rights and remedies of creditors generally and the effect of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); (ii) the transactions contemplated by this Agreement do not require the consent of any other party to such Company Lease, will not result in a breach of or default under such Company Lease, or otherwise cause such Company Lease to cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing; (iii) neither the Company nor any of its Subsidiaries, as the case may be, nor, to the knowledge of the Company or any of its Subsidiaries, as the case may be, any other party to the Company Lease is in material breach or default under such Company Lease, and no event has occurred or failed to occur 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 Company Lease; (iv) the other party to such Company Lease is not an Affiliate of, and otherwise does not have any economic interest in, the Company or a Subsidiary any of its Subsidiaries; (v) neither the Company owns nor any of its Subsidiaries, as the case may be, has subleased, licensed or otherwise granted any Person the right to use or occupy such Company Material Leased Real Property or any portion thereof; and (vi) neither the Company nor any of its Subsidiaries, as the case may be, has either good and marketable title collaterally assigned or granted any other security interest in fee such Company Lease or a valid leasehold interestany interest therein, easement or other rights to the land, buildings, structures and other improvements thereon and fixtures thereto necessary to permit it to conduct its business as currently conducted, in each case free and clear of all Liens (except in all cases the case of (i) through (vi) above, for Permitted Liens). Except as any such case that would not not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect Effect. (c) The present use of the land, buildings, structures and except as may be limited by improvements on the Bankruptcy Company Material Leased Real Property are, in all material respects, in conformity with all Laws, including all applicable zoning Laws, ordinances and Equity Exception, regulations and with all leases, Rights of Way agreements registered deeds or other agreements under which the Company or any restrictions of its Subsidiaries lease, access or use any real property or real property interest are valid, binding and in full force and effect against the Company or any of its Subsidiaries and, to the Knowledge of the Company, the counterparties thereto, in accordance with their respective termsrecord, and neither the Company nor any of its Subsidiaries are in default under Subsidiaries, as the case may be, has received any written notice of such leases, Rights of Way or other agreements. (b) Each of the Company and its Subsidiaries has such consents, easements, rights of way, permits, licenses and other similar real property interests (collectively, “Rights of Way”) from each person as are sufficient to conduct its business as currently conductedviolation thereof, except for such Rights of Way nonconformities or violations that would not, individually or in the absence of which have not had and would not aggregate, reasonably be expected to have a Company Material Adverse Effect. Each of Neither the Company and its Subsidiaries has fulfilled and performed all its material obligations with respect to such Rights of Way and conducts their business in a manner that does not violate any of the Rights of Way, and no event has occurred that would result in, or after notice or lapse of time would result in, revocation or termination thereof or would result in any impairment of the rights of the holder of any such Rights of Way, except for such revocations, terminations and impairments that have not had and would not reasonably be expected to have a Company Material Adverse Effect. All pipelines owned or operated by the Company and its Subsidiaries are subject to Rights of Way, there are no encroachments or other encumbrances on the Rights of Way that materially affect the use thereof, there are no encroachments of improvements of the Company or nor any of its Subsidiaries outside Subsidiaries, as the case may be, has received any written notice of any material conflict or dispute with any regulatory authority or other Person relating to any Company Material Leased Real Property or the boundaries of such Rights of Way activities thereon, other than encroachments that have not had and would not where there is no current or reasonably be expected to have a likely material interference with the operations at the Company Material Adverse Effect and there are no gaps Leased Real Property as presently conducted (including any gap arising or as a result of any breach by would be conducted at full capacity). (d) Neither the Company or nor any of its Subsidiaries Subsidiaries, as the case may be, has received any notice from any insurance company of any material defects or inadequacies in the Company Material Leased Real Table of Contents Property or any part thereof, which would materially and adversely affect the insurability of the terms same or of any Rights termination or threatened (in writing) termination of Way) in the Rights any policy of Way other than gaps that have not had and would not reasonably be expected insurance relating to have a any such Company Material Adverse EffectLeased Real Property.

Real Property. (a) Except as would not reasonably be expected Neither of the Acquired Entities owns any real property. Section 2.13(a) of the Seller Disclosure Schedule sets forth a list of all leases, subleases, grants or licenses with respect to have real property (each, a Company Material Adverse Effect“Real Property Lease”) pursuant to which any Acquired Entity is a party, together with corresponding street address of all such leased real property (collectively, the Company or “Leased Real Property”). A true and complete copy of each written Real Property Lease (including all modifications, amendments, renewals and extensions thereto), and a Subsidiary written summary of the Company owns material terms of any oral Real Property Lease, in each case, as in effect on the date hereof, has been made available prior to the date hereof to Buyer and has either good and marketable title there have been no amendments, modifications or extensions of such Real Property Leases other than those set forth on Section 2.13(a) of the Seller Disclosure Schedule. The Leased Real Property constitutes all real property used or held for use by the Acquired Entities in fee or the operation of the Acton Business as currently operated. The Acquired Entities have a valid leasehold interest, easement or other rights to the land, buildings, structures and other improvements thereon and fixtures thereto necessary to permit it to conduct its business as currently conducted, interest in each case free and clear parcel of all Liens Leased Real Property. (except in all cases for Permitted Liens). Except as would not reasonably be expected b) With respect to have a Company Material Adverse Effect each Real Property Lease, and except as may be limited set forth on Section 2.13(b) of the Seller Disclosure Schedule: (i) each Real Property Lease is legal, valid and binding on, and enforceable against, the Acquired Entity party thereto and, to Seller’s Knowledge, each other party thereto, enforceable in accordance with its terms; (ii) no Acquired Entity has given or received any written notice of default under any Real Property Lease, and no default by any Acquired Entity or, to the Bankruptcy and Equity ExceptionKnowledge of the Seller, all leasesthe other party or parties thereto, Rights of Way agreements or other agreements is continuing under which the Company or any of the Real Property Leases; (iii) the Acquired Entity party to each Real Property Lease has not had its Subsidiaries lease, access or use any real property or real property interest are valid, binding possession and in full force and effect against quiet enjoyment of the Company or any of its Subsidiaries Leased Real Property leased pursuant to such Real Property Lease materially disturbed and, to the Knowledge of the CompanySeller, there are no material disputes with respect to any of the counterparties Real Property Leases; (iv) each Acquired Entity, and, to the Seller’s Knowledge, each of the other parties thereto, has performed in accordance with their respective terms, and neither the Company nor any of its Subsidiaries are in default all material respects all material obligations required to be performed by it under any of such leases, Rights of Way or other agreements.each Real Property Lease; (bv) Each of the Company and its Subsidiaries has such consents, easements, rights of way, permits, licenses and other similar real property interests (collectively, “Rights of Way”) from each person as are sufficient to conduct its business as currently conducted, except for such Rights of Way the absence of which have not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and its Subsidiaries has fulfilled and performed all its material obligations no security deposit or portion thereof deposited with respect to such Rights lease has been applied in respect of Way and conducts their business a breach or default under such lease which has not been re-deposited in full; (vi) no Acquired Entity is a manner that does not violate party to any written or oral subleases, assignments, licenses, or other contracts granting to any Person other than an Acquired Entity the right to use or occupy any Leased Real Property, nor has such Acquired Entity collaterally assigned or granted any other security interest in any of the Rights Real Property Leases or any interest therein other than security interests to be released upon repaying of Way, and Indebtedness at the Closing; and (vii) no event has occurred that would result in, Acquired Entity is a party to any outstanding options or after notice or lapse of time would result in, revocation or termination thereof or would result in any impairment of the rights of the holder first refusal to purchase all or a portion of any such Rights of Way, except for such revocations, terminations and impairments that have not had and would not reasonably be expected to have a Company Material Adverse Effect. All pipelines owned or operated by the Company and its Subsidiaries are Leased Real Property which is subject to Rights of Waya Real Property Lease. (c) To Seller’s Knowledge, (i) there are no encroachments material physical, structural or other encumbrances mechanical defects in any of the buildings, building systems or improvements on any of the Rights of Way that Leased Real Property which materially affect impair the use thereofof such Leased Real Property, there and (ii) all such buildings, building systems and improvements (including the roof, HVAC, electrical, plumbing, sprinklers and fire safety systems) are no encroachments of improvements in good operating condition and repair and are adequate for the uses to which they are being put. Except as disclosed on Section 2.13(c) of the Company or Seller Disclosure Schedule, within the last 12 months, neither Seller nor any of its Subsidiaries outside of the boundaries of such Rights of Way other than encroachments that have not had and would not reasonably be expected to have a Company Material Adverse Effect and there are no gaps (including any gap arising as a result Acquired Entity has received written notice of any breach by the Company pending or any of its Subsidiaries of the terms of any Rights of Way) threatened in the Rights of Way other than gaps that have not had and would not reasonably be expected writing condemnation or eminent domain proceedings or their local equivalent affecting or relating to have a Company Material Adverse Effectsuch Leased Real Property.

Real Property. (a) Except as would not reasonably be expected set forth in Part II of Appendix C, no Acquired Entity nor any of its Subsidiaries owns any real property. To the Knowledge of Seller, no Governmental Authority has commenced the exercise of any eminent domain or similar power with respect to have a any Project Company Material Adverse EffectReal Property owned by the Acquired Entities or any of their respective Subsidiaries, and there are no pending or, to the Knowledge of Seller, threatened condemnation or eminent domain proceedings that affect any such Project Company or a Subsidiary Real Property. (b) The interests of the Acquired Entities and their respective Subsidiaries in all Project Company owns Real Property are insured under the Title Policy identified in Part II of Appendix D. The Acquired Entities and has either their respective Subsidiaries have good and marketable title in fee or a valid leasehold interestto or, easement or other rights subject to the landterms and conditions of the Material Leases, buildingsthe right to use all Project Company Real Property, structures and other improvements thereon and fixtures thereto necessary to permit it to conduct its business as currently conducted, in each case free and clear of all Liens (except in all cases for other than Permitted Liens). Except With respect to the Project Company Real Property any such Person leases or on which such Person was granted easements and/or rights-of-way pursuant to the Material Leases, the Acquired Entities or their respective Subsidiaries, as would not reasonably be expected to applicable, have a Company peaceful and undisturbed nonexclusive possession under all Material Adverse Effect and except as may be limited by the Bankruptcy and Equity ExceptionLeases, all leases, Rights of Way agreements or other agreements easements and/or rights-of-way under which the Company they are leasing or any of its Subsidiaries lease, access or use any real occupying property or real property interest are valid, binding and in full force and effect against the Company or any of its Subsidiaries and, to the Knowledge of the Company, the counterparties thereto, in accordance with their respective termsthe terms and conditions of the relevant Material Leases, easements or rights-of-way and neither subject to the Company nor Permitted Liens. All rents and other payments under the Material Leases have been paid in full to the extent due. No Material Lease has a term that can exceed 50 years (including any of its Subsidiaries are in default under any of such leases, Rights of Way renewal or other agreementsextension options). (bc) Each The Project Company Real Property is sufficient to provide the Acquired Entities and their respective Subsidiaries with continuous, uninterrupted and, together with public roads, contiguous access to the Wind Project sufficient for the operation and maintenance of the Company and its Subsidiaries has such consents, easements, rights of way, permits, licenses and other similar real property interests (collectively, “Rights of Way”) from each person as are sufficient to conduct its business Wind Project as currently conducted, except . All utility services necessary for such Rights the construction and operation of Way the absence of which have not had and would not Wind Project for its intended purposes are available or are reasonably be expected to have a Company Material Adverse Effect. Each of the Company be so available as and its Subsidiaries has fulfilled and performed all its material obligations with respect to such Rights of Way and conducts their business in a manner that does not violate any of the Rights of Way, and no event has occurred that would result in, or after notice or lapse of time would result in, revocation or termination thereof or would result in any impairment of the rights of the holder of any such Rights of Way, except for such revocations, terminations and impairments that have not had and would not reasonably be expected to have a Company Material Adverse Effect. All pipelines owned or operated by the Company and its Subsidiaries are subject to Rights of Way, there are no encroachments or other encumbrances on the Rights of Way that materially affect the use thereof, there are no encroachments of improvements of the Company or any of its Subsidiaries outside of the boundaries of such Rights of Way other than encroachments that have not had and would not reasonably be expected to have a Company Material Adverse Effect and there are no gaps (including any gap arising as a result of any breach by the Company or any of its Subsidiaries of the terms of any Rights of Way) in the Rights of Way other than gaps that have not had and would not reasonably be expected to have a Company Material Adverse Effectwhen required upon commercially reasonable terms.

Real Property. (a) Except as would not reasonably be expected to have a Company Material Adverse Effect, the Company or a Subsidiary Schedule 3.13(a) of the Company owns Seller Disclosure Letter sets forth a list and has either the addresses of the Owned Real Property as of the date hereof. With respect to each Owned Real Property: (i) the applicable Conveyed Companies have good and marketable title in fee or a valid leasehold interest, easement or other rights to all Owned Real Property set forth on Schedule 3.13(a) of the land, buildings, structures and other improvements thereon and fixtures thereto necessary to permit it to conduct its business as currently conducted, in each case Seller Disclosure Letter free and clear of all Liens (except in all cases for other than Permitted Liens). Except as would not reasonably be expected to have a Company Material Adverse Effect and , (ii) except as may be limited by set forth on Schedule 3.13(a) of the Bankruptcy and Equity ExceptionSeller Disclosure Letter, all leases, Rights of Way agreements the applicable Conveyed Companies have not leased or other agreements under which otherwise granted to any Person the Company right to use or occupy such Owned Real Property or any portion thereof; and (iii) other than the right of its Subsidiaries leasePurchaser pursuant to this Agreement, access there are no outstanding options, rights of first offer or use rights of first refusal to purchase such Owned Real Property or any portion thereof or interest therein. None of the Conveyed Companies is a party to any agreement or option to purchase any real property or real property interest are valid, binding and in full force and effect against the Company or any of its Subsidiaries and, to the Knowledge of the Company, the counterparties thereto, in accordance with their respective terms, and neither the Company nor any of its Subsidiaries are in default under any of such leases, Rights of Way or other agreementstherein. (b) Each Schedule 3.13(b) of the Company Seller Disclosure Letter sets forth a list and its Subsidiaries has such consentsthe addresses as of the date hereof of all Leased Real Property pursuant to the leases (including all amendments, easementsextensions, rights of wayrenewals, permits, licenses guaranties and other similar real property interests (collectively, “Rights of Way”agreements with respect thereto) from each person as are sufficient to conduct its business as currently conducted, except for such Rights of Way the absence of which have not had and would not reasonably be expected to have a Company Material Adverse Effect. Each listed on Schedule 3.13(b) of the Company Seller Disclosure Letter (the “Real Property Leases”). Except as set forth in Schedule 3.13(b) of the Seller Disclosure Letter, with respect to each of the Real Property Leases: (i) the Conveyed Companies’ possession and its Subsidiaries quiet enjoyment of the Leased Real Property under such Real Property Leases has fulfilled not been materially disturbed, and performed all its there are no material obligations disputes with respect to such Rights Real Property Leases; (ii) the Conveyed Companies have not subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property or any portion thereof; and (iii) the Conveyed Companies have not collaterally assigned or granted any other security interest in such Real Property Leases or any interest therein. (c) Schedule 3.13(c) of Way the Seller Disclosure Letter sets forth a true and conducts their business complete list as of the date hereof of all Landlord Leases (including all amendments, extensions, renewals, guaranties and other agreements with respect thereto), including the date and name of the parties to such Landlord Lease document. Except as set forth in a manner that Schedule 3.13(c) of the Seller Disclosure Letter, with respect to each of the Landlord Leases: (i) the other party to such Landlord Lease is not an Affiliate of, and otherwise does not violate have any of the Rights of Way, and no event has occurred that would result economic interest in, the Conveyed Companies; (ii) to the Knowledge of Seller, the other party to such Landlord Lease has not subleased, licensed or after notice otherwise granted any Person the right to use or lapse of time would result inoccupy, revocation or termination thereof or would result in any impairment of the rights of the holder of any such Rights of Way, except for such revocations, terminations and impairments that have not had and would not reasonably be expected to have a Company Material Adverse Effect. All pipelines owned or operated by the Company and its Subsidiaries are subject to Rights of Way, there are no encroachments or other encumbrances on the Rights of Way that materially affect the use thereof, there are no encroachments of improvements of the Company premises demised thereunder or any portion thereof; and (iii) to the Knowledge of its Subsidiaries outside of Seller, the boundaries of other party has not collaterally assigned or granted any other security interest in such Rights of Way other than encroachments that have not had and would not reasonably be expected to have a Company Material Adverse Effect and there are no gaps (including any gap arising as a result of any breach by the Company or any of its Subsidiaries of the terms of any Rights of Way) in the Rights of Way other than gaps that have not had and would not reasonably be expected to have a Company Material Adverse EffectLandlord Lease.

Real Property. (a) Except as would not reasonably be expected to have a Company Material Adverse Effect, the Company or a Subsidiary of the Company owns and has either good and marketable title in fee or a valid leasehold interest, easement or other rights With respect to the land, Nalco Owned Real Property and Nalco Leased Real Property all material buildings, structures structures, fixtures and other improvements thereon and fixtures thereto necessary to permit it to conduct its business as currently conducted, in each case free and clear of all Liens (except are in all cases for Permitted Liens). Except as would not reasonably be expected to have a Company Material Adverse Effect respects adequate and except as may be limited by the Bankruptcy and Equity Exception, all leases, Rights of Way agreements or other agreements under which the Company or any of its Subsidiaries lease, access or use any real property or real property interest are valid, binding sufficient and in full force and effect against the Company or any of its Subsidiaries andsatisfactory condition, to support the Knowledge operations of Nalco and the Company, the counterparties thereto, in accordance with their respective terms, and neither the Company nor any of its Nalco Subsidiaries are in default under any of such leases, Rights of Way or other agreements. (b) Each of the Company and its Subsidiaries has such consents, easements, rights of way, permits, licenses and other similar real property interests (collectively, “Rights of Way”) from each person as are sufficient to conduct its business as currently presently conducted, except for such Rights of Way in respects that, individually or in the absence of which aggregate, have not had and would not reasonably be expected to have a Company Nalco Material Adverse Effect. Each of the Company and its Subsidiaries has fulfilled and performed all its material obligations with . (b) With respect to each parcel of Nalco Owned Real Property (i) Nalco or the applicable Nalco Subsidiary has good and marketable fee simple (or equivalent) title to such Rights Nalco Owned Real Property, free and clear of Way all Liens other than Permitted Liens, (ii) there are no outstanding written agreements or other Contracts to purchase, exchange, place a Lien against, lease or otherwise transfer such Nalco Owned Real Property and conducts their business (iii) there are no pending or, to the knowledge of Nalco, threatened condemnation or other Proceedings relating to the Nalco Owned Real Property, except, in a manner that does not violate any of each case, in respects that, individually or in the Rights of Wayaggregate, and no event has occurred that would result in, or after notice or lapse of time would result in, revocation or termination thereof or would result in any impairment of the rights of the holder of any such Rights of Way, except for such revocations, terminations and impairments that have not had and would not reasonably be expected expect to have a Company Nalco Material Adverse Effect. All pipelines owned . (c) With respect to each Lease relating to a parcel of Nalco Leased Real Property (i) Nalco or operated by the Company applicable Nalco Subsidiary that is party thereto has good and its Subsidiaries are valid leasehold interests in such Lease (subject to Rights of Way, there are no encroachments or other encumbrances on the Rights of Way that materially affect the use thereof, there are no encroachments of improvements terms of the Company applicable Lease governing its interests therein), in each case free and clear of all Liens, other than Permitted Liens, (ii) each such Lease is the legal, valid, binding and enforceable obligation of Nalco or any of its Subsidiaries outside of the boundaries applicable Nalco Subsidiary that is lessee thereunder and (iii) Nalco or the applicable Nalco Subsidiary has complied with the terms of such Rights of Way other than encroachments that Lease, except, in each case, in respects that, individually or in the aggregate, have not had and would not reasonably be expected expect to have a Company Material Adverse Effect and there are no gaps (including any gap arising as a result of any breach by the Company or any of its Subsidiaries of the terms of any Rights of Way) in the Rights of Way other than gaps that have not had and would not reasonably be expected to have a Company Nalco Material Adverse Effect.

Real Property. (ai) Except as would not reasonably be expected to have a Company Material Adverse Effect, the Company or a Subsidiary Section 3.1(aa)(i) of the Company owns MPX Disclosure Letter lists all MPX Owned Properties and has either good and marketable title in fee or a valid leasehold interest, easement or other rights to sets forth the land, buildings, structures and other improvements thereon and fixtures thereto necessary to permit it to conduct its business as currently conducted, in each case free and clear of all Liens (except in all cases for Permitted Liens)municipal addresses thereto. Except as would not reasonably be expected has been specifically disclosed by MPX Group to have a Company Material Adverse Effect iAnthus in the MPX Disclosure Letter, and except for the MPX Permitted Encumbrances, there are no existing contracts, options, rights of first refusal, leases or otherwise, to sell, transfer, lease or otherwise dispose of any MPX Owned Properties, or to purchase or acquire any MPX Owned Properties. (ii) The MPX Data Room contains true and complete copies of all Leases, which are set out in the Section 3.1(aa)(ii) of the MPX Disclosure Letter. (iii) No consents or prior written notices are required with respect to the Leases, except as may be limited by set out in Section 3.1(aa)(iii) of the Bankruptcy and Equity ExceptionMPX Disclosure Letter. (iv) To the knowledge of MPX: (A) neither MPX Group nor the landlords of the MPX Leased Properties are in material breach of any applicable Laws, all leasesincluding any material building, Rights of Way agreements zoning or other agreements under which the Company statutes or any official plan, or any covenants, restrictions, rights or easements affecting such MPX Leased Properties; and (B) there are no outstanding work orders, non-compliance orders, deficiency notices or other such notices relative to any of its Subsidiaries leasethe MPX Properties. (v) No amounts are owing by MPX Group in respect of any of the MPX Properties to public utility, access other than current accounts which are not in arrears. All amounts that are due for labour or use materials supplied to or on behalf of MPX Group relating to the construction, alteration or repair of or on any real property or real property interest are valid, binding and of the MPX Properties have been paid in full force and effect against the Company or any of its Subsidiaries and, to the Knowledge knowledge of MPX, no one has filed any construction, builders’, mechanics’ or similar liens relating to the supply of work or materials to or on any of the CompanyMPX Properties with respect to amounts that are not in arrears. (vi) Other than MPX Permitted Encumbrances, no part of the MPX Properties has been taken, condemned or expropriated by any Governmental Entity nor has any written notice or proceeding in respect thereof been given to MPX or, to the knowledge of MPX, commenced. (vii) To the knowledge of MPX, the counterparties theretoLeases are currently in good standing in all material respects, and, all parties to the Leases have, as of the date hereof, complied in accordance all material respects with their respective termsobligations under the Leases and to the knowledge of MXP, and neither there exists no claim of any kind or right of set-off against MPX Group as tenant by a landlord or against a landlord by MPX Group as tenant as of the Company nor any of its Subsidiaries are in default under any of such leases, Rights of Way or other agreementsdate hereof. (bviii) Each MPX Group as tenant is in actual possession of the Company and its Subsidiaries has such consents, easements, rights MPX Leased Properties. MPX Group is not in arrears of way, permits, licenses and other similar real property interests (collectively, “Rights of Way”) from each person as are sufficient rent required to conduct its business as currently conducted, except for such Rights of Way be paid pursuant to the absence of which have not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and its Subsidiaries has fulfilled and performed all its material obligations applicable Lease with respect to such Rights the MPX Leased Properties. (ix) MPX Group as tenant has no right to extend, right of Way and conducts their business termination, option to purchase, or right of first refusal with respect to the MPX Leased Properties except as set out in a manner that does not violate any Section 3.1(aa)(ix) of the Rights of Way, and no event has occurred that would result in, or after notice or lapse of time would result in, revocation or termination thereof or would result in any impairment of the rights of the holder of any such Rights of Way, except for such revocations, terminations and impairments that have not had and would not reasonably be expected to have a Company Material Adverse Effect. All pipelines owned or operated by the Company and its Subsidiaries are subject to Rights of Way, there are no encroachments or other encumbrances on the Rights of Way that materially affect the use thereof, there are no encroachments of improvements of the Company or any of its Subsidiaries outside of the boundaries of such Rights of Way other than encroachments that have not had and would not reasonably be expected to have a Company Material Adverse Effect and there are no gaps (including any gap arising as a result of any breach by the Company or any of its Subsidiaries of the terms of any Rights of Way) in the Rights of Way other than gaps that have not had and would not reasonably be expected to have a Company Material Adverse EffectMPX Disclosure Letter.

Real Property. (a) Except as would not reasonably be expected to have Neither the Company nor any Company Subsidiary owns any real property. (b) Section 3.13(b) of the Company Schedule of Exceptions contains a Company Material Adverse Effectcomplete and accurate list of all existing leases, subleases or other agreements (collectively, the “Leases”) under which the Company or any Company Subsidiary uses or occupies or has the right to use or occupy, now or in the future, any real property (such property, the “Leased Real Property”). The Company has made available to Parent prior to the Effective Date a Subsidiary complete and accurate copy of all Leases of Leased Real Property (including all modifications, amendments, supplements, waivers and side letters thereto). The Company and/or the Company owns Subsidiaries have and has either good and marketable title in fee or a own valid leasehold interestinterests in the Leased Real Property, easement or other rights to the land, buildings, structures and other improvements thereon and fixtures thereto necessary to permit it to conduct its business as currently conducted, in each case free and clear of all Liens (except in all cases for other than Permitted Liens). Except The Company Leased Real Property constitutes all interests in real property used, occupied or held for use in connection with the business of the Company and the Company Subsidiaries and which are necessary for the continued operation of the business of the Company and the Company Subsidiaries as would not reasonably the business is currently conducted and as currently proposed to be expected conducted. (c) With respect to have a Company Material Adverse Effect and except as may be limited by each of the Bankruptcy and Equity Exception, all leases, Rights of Way agreements or other agreements under which Leases: (i) the Company or the applicable Company Subsidiary’s possession, as applicable, and quiet enjoyment of the Leased Real Property relating to each Lease has not been disturbed, and to the Knowledge of the Company, there are no disputes with respect to such Lease; (ii) no security deposit or portion thereof deposited with respect to such Lease has been applied in respect of a breach or default under such Lease which has not been redeposited in full; (iii) neither the Company nor any Company Subsidiary owes any brokerage commissions or finder’s fees with respect to such Lease; (iv) neither the Company nor any Company Subsidiary has assigned, collaterally assigned, subleased, licensed, granted any option or right of its first refusal or first offer or granted any security interest in any Lease or any interest therein other than Permitted Liens; and (v) the Company and the Company Subsidiaries lease, access or use any real property or real property interest have paid all sums due and observed and performed the covenants and obligations on the part of the tenant and the conditions contained in the Leases. (d) All of the Leases are valid, binding and each in full force and effect and valid and enforceable by and against the Company and/or a Company Subsidiary, as applicable, and the lessor in accordance with its terms, subject to the Enforceability Exceptions, and neither the Company nor any Company Subsidiary is in breach of or default under, or has received written notice of any breach of its Subsidiaries or default under, any such Lease, and, to the Knowledge of the Company, the counterparties thereto, in accordance with their respective terms, and neither the Company nor any of its Subsidiaries are in default under any of such leases, Rights of Way or other agreements. (b) Each of the Company and its Subsidiaries has such consents, easements, rights of way, permits, licenses and other similar real property interests (collectively, “Rights of Way”) from each person as are sufficient to conduct its business as currently conducted, except for such Rights of Way the absence of which have not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and its Subsidiaries has fulfilled and performed all its material obligations with respect to such Rights of Way and conducts their business in a manner that does not violate any of the Rights of Way, and no event has occurred that would result in, or after with notice or lapse of time or both would result in, revocation or termination thereof or would result in any impairment of the rights of the holder of any such Rights of Way, except for such revocations, terminations and impairments that have not had and would not reasonably be expected to have constitute a Company Material Adverse Effect. All pipelines owned breach or operated by the Company and its Subsidiaries are subject to Rights of Way, there are no encroachments or other encumbrances on the Rights of Way that materially affect the use thereof, there are no encroachments of improvements of the Company or any of its Subsidiaries outside of the boundaries of such Rights of Way other than encroachments that have not had and would not reasonably be expected to have a Company Material Adverse Effect and there are no gaps (including any gap arising as a result of any breach default thereunder by the Company or any of its Subsidiaries Company Subsidiary or any other party thereto. (e) To the Knowledge of the terms Company, (i) each of the Company and the Company Subsidiaries has all material Permits necessary for the current use by it of each applicable Leased Real Property, (ii) no material default or violation by the Company or any Company Subsidiary has occurred in the due observance of any Rights such Permit and (iii) the current uses of Way) in the Rights of Way other than gaps that have not had and would not reasonably be expected to have a Company Material Adverse Effecteach Leased Real Property comply with applicable Laws.

Real Property. (a) The Company has never owned, nor owns or has any obligation to purchase, any real property. (b) The Leased Real Properties identified in Section 3.14(b) of the Seller Disclosure Schedule are the only real properties in which the Company has a leasehold interest pursuant to a Lease. Section 3.14(b) of the Seller Disclosure Schedule sets forth a true, correct and complete list of the Leased Real Properties together with a list of the Leases pursuant to which the Leased Real Property is demised to the Company, including all amendments, supplements, extensions and other modifications thereto. The Seller Group has provided a true, correct and complete copy of each Lease, together with all amendments, supplements, extensions and other modifications thereto, to the Buyer. (c) Except as would not reasonably be expected set forth in Section 3.14(c) of the Seller Disclosure Schedule, with respect to have a Company Material Adverse Effect, the Leased Real Properties: (i) the Company or has a Subsidiary of the Company owns valid, binding, enforceable and has either good and marketable title in fee or a valid subsisting leasehold interest, easement or other rights to the land, buildings, structures and other improvements thereon and fixtures thereto necessary to permit it to conduct its business as currently conducted, estate in each case of its Leased Real Properties, free and clear of all Liens Encumbrances (except Permitted Encumbrances); (ii) in the past twelve (12) months, the possession and quiet enjoyment of the Leased Real Properties has not been disturbed; (iii) there are no disputes with respect to any Leased Real Property; (iv) all cases for Permitted Liens). Except as would rents, deposits and additional rents due pursuant to the Leases have been paid in full and no security deposit or portion thereof has been applied in respect of a breach or default under such lease that has not reasonably been redeposited in full; (v) there is no condemnation proceeding or eminent domain proceeding of any kind pending or threatened against any of the Leased Real Properties; (vi) the Company has obtained all material licenses and Permits that are required to be expected obtained to have a Company Material Adverse Effect permit the current use and except as may be limited occupancy by the Bankruptcy and Equity ExceptionCompany of the premises subject to any Lease; (vii) there are no subleases, all leases, Rights of Way agreements sublicenses or other agreements under occupancy agreements, written or oral, to which the Company is a party, granting to any other party the right of use or occupancy of any portion of its Subsidiaries lease, access or use any real property or real property interest are valid, binding and in full force and effect against Leased Real Property; (viii) other than the Company or its lessees disclosed pursuant to Section 3.4, no party is in possession of any portion of its Subsidiaries andthe Leased Real Properties; (ix) the Company has not caused any work to be performed on or about the Leased Real Properties within the one hundred twenty (120)-day period prior to the date hereof that would legally entitle any Person to file or record any mechanic’s or materialmen’s lien which claim remains unpaid; (x) the improvements on the Leased Real Properties are, to the Knowledge of the Company, the counterparties theretoSeller Group, in accordance with their respective termsgood operating condition and in a state of good maintenance and repair, ordinary wear and tear excepted, and neither are adequate and suitable for the purposes for which they are presently being used; and (xi) the Company nor has not received any written notice of its Subsidiaries are in default under a material violation of any of such leases, Rights of Way or other agreements. (b) Each of the Company and its Subsidiaries has such consents, easements, rights of way, permits, licenses and other similar real property interests (collectively, “Rights of Way”) from each person as are sufficient to conduct its business as currently conducted, except for such Rights of Way the absence of which have not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and its Subsidiaries has fulfilled and performed all its material obligations with respect to such Rights of Way and conducts their business in a manner that does not violate any of the Rights of Way, and no event has occurred that would result inLaw, or after notice or lapse of time would result in, revocation or termination thereof or would result in any impairment of the rights of the holder of any such Rights of Waycovenant, except for such revocationscondition, terminations and impairments that have not had and would not reasonably be expected easement or restriction affecting any Leased Real Property or relating to have a Company Material Adverse Effect. All pipelines owned its use or operated by the Company and its Subsidiaries are subject to Rights of Way, there are no encroachments or other encumbrances on the Rights of Way that materially affect the use thereof, there are no encroachments of improvements of the Company or any of its Subsidiaries outside of the boundaries of such Rights of Way other than encroachments that have not had and would not reasonably be expected to have a Company Material Adverse Effect and there are no gaps (including any gap arising as a result of any breach by the Company or any of its Subsidiaries of the terms of any Rights of Way) in the Rights of Way other than gaps that have not had and would not reasonably be expected to have a Company Material Adverse Effectoccupancy.

Real Property. (a) Except as would not not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, the a Company Entity or a Subsidiary one of the Company owns Subsidiaries is the sole owner of each parcel of real property owned by the Company Entities and the Company Subsidiaries (together with all buildings, improvements and fixtures located thereon and all appurtenances thereto, the “Owned Real Property”) and a Company Entity or one of the Company Subsidiaries has either good good, valid and marketable title to the Owned Real Property, and the Owned Real Property is free and clear of any Lien, except for Permitted Liens. Section 4.10(a) of the Company Disclosure Letter sets forth the address of each parcel of Owned Real Property that is material to the business of the Company Entities and the Company Subsidiaries, taken as a whole, and identifies the Company Entity or the Company Subsidiary that is the owner thereof. (b) Except as would not, individually or in fee the aggregate, reasonably be expected to have a Material Adverse Effect, a Company Entity or one of the Company Subsidiaries holds a valid and existing leasehold interestinterest in the real property that is leased, easement subleased, licensed, used, or other rights to otherwise occupied by the landCompany Entities and the Company Subsidiaries, buildingsas applicable, structures and other improvements thereon and fixtures thereto necessary to permit it to conduct its business as currently conductedfrom another Person (the “Leased Real Property”), in each case free and clear of all Liens other than Permitted Liens. Section 4.10(b) of the Company Disclosure Letter sets forth each real property lease that is material to the business of the Company Entities and the Company Subsidiaries, taken as a whole, as of the date of this Agreement (each, a “Material Lease”) and identifies the street address of the applicable Leased Real Property subject thereto. None of the Company Entities or the Company Subsidiaries have received any written notice regarding any violation or breach or default under any such Material Lease that has not since been cured, except for violations or breaches that are not, individually or in the aggregate, reasonably expected to have a Material Adverse Effect. (c) The Owned Real Property and the Leased Real Property collectively constitute all of the real property material to the business of the Company Entities and the Company Subsidiaries, taken as a whole, that is reasonably necessary to operate the business of the Company Entities and the Company Subsidiaries as currently conducted in all cases for Permitted Liens)respects material to the business of the Company Entities and the Company Subsidiaries, taken as a whole. Except No casualty event has occurred with respect to any Owned Real Property or Leased Real Property that has not been remedied in all material respects, except as would not not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect and except Effect. Except as may would not, individually or in the aggregate, reasonably be limited by the Bankruptcy and Equity Exceptionexpected to have a Material Adverse Effect, all leases, Rights of Way agreements or other agreements under which the Company or any of its Subsidiaries lease, access or use any real property or real property interest are valid, binding and in full force and effect against the Company or any of its Subsidiaries andno condemnation event is pending or, to the Knowledge of the Company, the counterparties theretothreatened, in accordance with their respective terms, and neither the Company nor any of its Subsidiaries are in default under any of such leases, Rights of Way or other agreements. (b) Each of the Company and its Subsidiaries has such consents, easements, rights of way, permits, licenses and other similar real property interests (collectively, “Rights of Way”) from each person as are sufficient to conduct its business as currently conducted, except for such Rights of Way the absence of which have not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and its Subsidiaries has fulfilled and performed all its material obligations with respect to such Rights of Way and conducts their business in a manner that does not violate any Owned Real Property or, to the Knowledge of the Rights of WayCompany, and no event has occurred that would result in, or after notice or lapse of time would result in, revocation or termination thereof or would result in any impairment of the rights of the holder of any such Rights of Way, except for such revocations, terminations and impairments that have not had and would not reasonably be expected to have a Company Material Adverse Effect. All pipelines owned or operated by the Company and its Subsidiaries are subject to Rights of Way, there are no encroachments or other encumbrances on the Rights of Way that materially affect the use thereof, there are no encroachments of improvements of the Company or any of its Subsidiaries outside of the boundaries of such Rights of Way other than encroachments that have not had and would not reasonably be expected to have a Company Material Adverse Effect and there are no gaps (including any gap arising as a result of any breach by the Company or any of its Subsidiaries of the terms of any Rights of Way) in the Rights of Way other than gaps that have not had and would not reasonably be expected to have a Company Material Adverse EffectLeased Real Property.

Real Property. (a) Schedule 4.15(a) of the Disclosure Schedules sets forth the address or legal descriptions of all real property interests held in fee simple absolute (collectively, the “Owned Real Property”) vested in each Company. Except as would not reasonably be expected to have a Company Material Adverse Effectset forth on Schedule 4.15(a) of the Disclosure Schedules, the Company or a Subsidiary of the Company owns and has either Companies have good and marketable fee simple absolute title in fee or a valid leasehold interestto each parcel of Owned Real Property, easement or other rights to the land, buildings, structures and other improvements thereon and fixtures thereto necessary to permit it to conduct its business as currently conducted, in each case free and clear of all Liens (Liens, save and except in all cases for Permitted Liens. (b) Schedule 4.15(b) sets forth a true and complete list and description of all real property leased, licensed to or otherwise used or occupied (but not owned) by each Company and Omega (collectively, the “Leased Real Property”), including certain material facts related thereto. Except as would not A true and correct copy (or if oral, then a written description thereof) of the lease, license or occupancy agreement, and any amendments thereto, with respect to the Leased Real Property (collectively, the “Real Property Leases”) has been delivered to Purchaser, and no changes have been made to any Real Property Leases since the date of delivery. All of the Leased Real Property is used or occupied by the Companies pursuant to each respective Real Property Lease. Each Real Property Lease is valid, binding and enforceable in accordance with its terms and is in full force and effect. There are no existing defaults by the Companies or, to the Knowledge of Sellers, the lessor under any of the Real Property Leases, and to the Knowledge of Sellers, no event has occurred which (with notice, lapse of time or both) could reasonably be expected to constitute a breach or default under any of the Real Property Leases by any Person or give any Person the right to terminate, accelerate or modify any Real Property Lease. Except as set forth on Schedule 4.15(b), no consent is required from the lessor under any of the Real Property Leases in connection with the transactions contemplated by this Agreement and the Transaction Documents, which has not been obtained and provided to Purchaser and the Companies have a Company Material Adverse Effect not leased or sublet as lessor or sublessor, and except no Person (other than the Companies) is in possession of, any of the Leased Real Property. (c) To the Knowledge of Sellers, all improvements located on, and the use presently being made of, the Leased Real Property comply with all applicable zoning and building codes, ordinances and regulations and all applicable fire, environmental, occupational safety and health standards and similar standards established by applicable Law, and the same use thereof by Purchaser following Closing, in the same manner as may be limited conducted by the Bankruptcy Companies prior to Closing, will not result in any violation of any such code, ordinance, regulation or standard. The present use and Equity Exceptionoperation of the Leased Real Property does not constitute a non-conforming use and is not subject to a variance. There is no proposed, all leasespending or threatened change in any such code, Rights ordinance, regulation or standard which would materially adversely affect the Companies. (d) To the Knowledge of Way agreements Sellers, there is not currently pending or contemplated reassessment of any parcel included in the Leased Real Property that could result in a change in the rent, additional rent or other agreements sums and charges payable by the Companies under which any agreement relating to the Company Leased Real Property. (e) To the Knowledge of Sellers, there is no pending condemnation, expropriation, eminent domain or similar proceeding affecting all or any portion of its Subsidiaries lease, access the Leased Real Property. Neither the Companies nor Sellers have received any written notice or use oral notice of any real property or real property interest are valid, binding and in full force and effect against the Company or any of its Subsidiaries such proceeding and, to the Knowledge of the CompanySellers, the counterparties thereto, in accordance with their respective terms, and neither the Company nor any of its Subsidiaries are in default under any of no such leases, Rights of Way or other agreementsproceeding is contemplated. (bf) Each To the Knowledge of the Company and its Subsidiaries has such consents, easements, rights of way, permits, licenses and other similar real property interests (collectively, “Rights of Way”) from each person as are sufficient to conduct its business as currently conducted, except for such Rights of Way the absence of which have not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and its Subsidiaries has fulfilled and performed all its material obligations with respect to such Rights of Way and conducts their business in a manner that does not violate any of the Rights of Way, and no event has occurred that would result in, or after notice or lapse of time would result in, revocation or termination thereof or would result in any impairment of the rights of the holder of any such Rights of Way, except for such revocations, terminations and impairments that have not had and would not reasonably be expected to have a Company Material Adverse Effect. All pipelines owned or operated by the Company and its Subsidiaries are subject to Rights of WaySellers, there are no encroachments material defects in, mechanical failure of, or other encumbrances on damage to, the Rights Leased Real Property. To the Knowledge of Way that materially affect Sellers, the use thereofmechanical, there electrical and HVAC systems serving the Leased Real Property are no encroachments of improvements in good working condition. (g) All utilities (including water, sewer or septic, gas, electricity, trash removal and telephone service) are available to the Leased Real Property in sufficient quantities and quality to adequately serve the Leased Real Property in connection with the operation of the Company or any of its Subsidiaries outside of the boundaries of Business conducted therefrom as such Rights of Way other than encroachments that have not had and would not reasonably be expected to have a Company Material Adverse Effect and there operations are no gaps (including any gap arising as a result of any breach by the Company or any of its Subsidiaries of the terms of any Rights of Way) in the Rights of Way other than gaps that have not had and would not reasonably be expected to have a Company Material Adverse Effectcurrently conducted thereon.

Real Property. (a) Except as would not reasonably be expected to have a Company Material Adverse Effect, the Company or a Subsidiary Section 2.14(a) of the Company owns Seller Disclosure Letter sets forth a true and has either good complete list of (i) all real property and marketable title interests in real property owned in fee or a valid leasehold interest, easement or other rights to the land, buildings, structures and other improvements thereon and fixtures thereto necessary to permit it to conduct its business as currently conducted, in each case free and clear of all Liens (except in all cases for Permitted Liens). Except as would not reasonably be expected to have a Company Material Adverse Effect and except as may be limited by the Bankruptcy and Equity Exception, all leases, Rights of Way agreements or other agreements under which the Company Seller or any of its Subsidiaries leasethat is exclusively used in connection with the Snacks Business (together with the Mechelen Facility, access or use the “Owned Real Property”), (ii) any real property leases or real property interest are valid, binding and in full force and effect against subleases to which the Company Seller or any of its Subsidiaries is a lessee and with respect to which all of the real property leased or subleased thereunder is used in connection with the Snacks Business and is material to the Snacks Business, (the “Real Property Leases,” and such real property, the “Leased Real Property”), and (iii) any other real property that is owned in fee or leased, subleased, licensed or otherwise used by Seller or any of its Affiliates and utilized by Seller or any of its Affiliates to manufacture, distribute or sell the products of the Snacks Business and that is material to the Snacks Business (“Shared Operational Real Property”). For the avoidance of doubt, “Shared Operational Real Property” will not be deemed to include any real property utilized by Seller’s “Global Business Services” unit to provide support to the Snacks Business. (b) True and complete copies of all Real Property Leases have been made available to Acquiror. Each Real Property Lease is a valid and binding agreement of Seller or its Subsidiary that is a party thereto and, to the Knowledge of the CompanySeller, the counterparties thereto, is in full force and effect and enforceable by Seller or such Subsidiary in accordance with their respective its terms, and neither except as is not, individually or in the Company nor any of its Subsidiaries are in default under any of such leasesaggregate, Rights of Way or other agreements. (b) Each of material to the Company and its Subsidiaries Snacks Business. Except as has such consents, easements, rights of way, permits, licenses and other similar real property interests (collectively, “Rights of Way”) from each person as are sufficient to conduct its business as currently conducted, except for such Rights of Way the absence of which have not had and would not reasonably be expected to have have, individually or in the aggregate, a Company Material Adverse Effect. Each Snacks Business MAE, each of the Company Seller and its Subsidiaries has fulfilled and performed all its material obligations required to be performed by it to date under the Real Property Leases to which it is a party and is not (with respect to such Rights of Way and conducts their business in a manner that does not violate any of or without the Rights of Way, and no event has occurred that would result in, or after notice or lapse of time or the giving of notice, or both) in breach or default thereunder and, to Seller’s Knowledge, no other party is in breach or default under any such Real Property Lease. (c) Seller or a Subsidiary of Seller has valid fee title to all Owned Real Property, subject to no Security Interests except for Permitted Encumbrances. (d) No parcel of Owned Real Property or Leased Real Property is subject to any governmental decree or order to be sold or being condemned, expropriated or otherwise taken by any public authority with or without payment of compensation therefor nor, to Seller’s Knowledge, has any condemnation, expropriation or taking been proposed, except as would result innot be material to the Snacks Business. There is no pending or, revocation or termination thereof or to Seller’s Knowledge, threatened, Action that would result in any impairment interfere with the quiet enjoyment of the rights of Owned Real Property or the holder of any such Rights of Way, except for such revocations, terminations and impairments that have not had and would not reasonably be expected to have a Company Material Adverse Effect. All pipelines owned or operated by the Company and its Subsidiaries are subject to Rights of Way, there are no encroachments or other encumbrances on the Rights of Way that materially affect the use thereof, there are no encroachments of improvements of the Company or any of its Subsidiaries outside of the boundaries of such Rights of Way other than encroachments that have not had and would not reasonably be expected to have a Company Material Adverse Effect and there are no gaps (including any gap arising as a result of any breach by the Company or any of its Subsidiaries of the terms of any Rights of Way) in the Rights of Way other than gaps that have not had and would not reasonably be expected to have a Company Material Adverse EffectLeased Real Property.

Real Property. Section 5.20 of the Company Disclosure Letter sets forth a true, correct and complete list, as of the date of this Agreement, of (aw) the street address of each parcel of Leased Real Property, (x) the identity of the lessor, lessee and current occupant (if different from lessee) of each such parcel of Leased Real Property, (y) the term and rental payment amounts pertaining to each such parcel of Leased Real Property and (z) the current use of each such parcel of Leased Real Property. Neither the Company nor its Subsidiaries owns any real property. Except as would not be or reasonably be expected to have a Company Material Adverse Effect, be material to the Company or a Subsidiary business of the Company owns and has either its Subsidiaries, taken as a whole, with respect to each parcel of Leased Real Property: (a) The Company or one of its Subsidiaries holds a good and marketable title in fee or a valid leasehold interestestate in such Leased Real Property, easement or other rights to the land, buildings, structures and other improvements thereon and fixtures thereto necessary to permit it to conduct its business as currently conducted, in each case free and clear of all Liens (Liens, except in all cases for Permitted Liens). Except as would not reasonably be expected . (b) The Company and its Subsidiaries have delivered to have a Company Material Adverse Effect Acquiror true, correct and except as may be limited by the Bankruptcy and Equity Exception, complete copies of all leases, Rights of Way lease guaranties, subleases, agreements for the leasing, use or other agreements under which occupancy of, or otherwise granting a right in and to the Leased Real Property by or to the Company or any of its Subsidiaries leaseSubsidiaries, access or use including all amendments, terminations and modifications thereof (collectively, the “Real Property Leases”), and none of such Real Property Leases has been modified in any real property or real property interest are validmaterial respect, binding except to the extent that such modifications have been disclosed by the copies delivered to Acquiror. (c) The Company’s and in full force its Subsidiaries’, as applicable, possession and effect against quiet enjoyment of the Company or any of its Subsidiaries Leased Real Property under such Real Property Leases has not been materially disturbed and, to the Knowledge knowledge of the Company, there are no material disputes with respect to such Real Property Leases. (d) To the counterparties theretoknowledge of the Company, in accordance with their respective termsno party, and neither other than the Company or its Subsidiaries, has any right to use or occupy the Leased Real Property or any portion thereof. (e) Neither the Company nor any of its Subsidiaries are has received written notice of any condemnation proceeding or proposed similar Action or agreement for taking in default under any lieu of such leases, Rights of Way or other agreements. (b) Each of the Company and its Subsidiaries has such consents, easements, rights of way, permits, licenses and other similar real property interests (collectively, “Rights of Way”) from each person as are sufficient to conduct its business as currently conducted, except for such Rights of Way the absence of which have not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and its Subsidiaries has fulfilled and performed all its material obligations condemnation with respect to such Rights of Way and conducts their business in a manner that does not violate any portion of the Rights of Way, and no event has occurred that would result in, or after notice or lapse of time would result in, revocation or termination thereof or would result in any impairment of the rights of the holder of any such Rights of Way, except for such revocations, terminations and impairments that have not had and would not reasonably be expected to have a Company Material Adverse EffectLeased Real Property. All pipelines owned or operated No material defaults by the Company and its Subsidiaries are subject to Rights of Way, there are no encroachments or other encumbrances on the Rights of Way that materially affect the use thereof, there are no encroachments of improvements of (A) the Company or any of its Subsidiaries outside or (B) to the knowledge of the boundaries of such Rights of Way other than encroachments that have not had and would not reasonably be expected to have a Company Material Adverse Effect and there are no gaps (including Company, any gap arising landlord or sub-landlord, as a result of applicable, presently exists under any breach by the Company or any of its Subsidiaries of the terms of any Rights of Way) in the Rights of Way other than gaps that have not had and would not reasonably be expected to have a Company Material Adverse EffectReal Property Lease.

Real Property. (a) Except Section 3.06(a) of the SDTS Disclosure Schedule sets forth, to the Knowledge of SDTS, a list as of the date hereof of (i) all real property owned by SDTS included in the STX Assets (“STX Owned Property”), (ii) all real property currently leased or subleased to SDTS included in the STX Assets (“STX Leasehold Property” and, together with the STX Owned Property, the “STX Property”), including the lease and any amendments thereto (each, an “STX Lease”) under which such STX Leasehold Property is held and (iii) all easements, license agreements (including railroad, pipeline and similar crossing rights), rights of way and leases for rights of way, or other rights with respect to the use of real property (collectively, “STX Easements” and, together with the STX Leases, the “STX Real Property Agreements”) included in the STX Assets. (b) SDTS has good and indefeasible fee title to all STX Owned Property, free and clear of all Liens other than Permitted Liens. To the Knowledge of SDTS, SDTS has not granted to any third party the right to use or access the STX Owned Property in any manner that interferes in any material respect with the STX Owned Property or the Subject STX Operations or otherwise granted to any third party any ownership rights in any material STX Owned Property. (c) To the Knowledge of SDTS, SDTS has valid and enforceable leasehold interests with respect to the STX Leasehold Property, free and clear of all Liens other than Permitted Liens, except that the validity and enforceability of the STX Leases under which such STX Leasehold Property is held are subject to the Enforceability Exceptions. (d) To the Knowledge of SDTS, no consent from any counterparty to any STX Real Property Agreement is required in connection with the consummation of the Merger. To the Knowledge of SDTS, SDTS is not in breach in any material respect or in material default under any STX Real Property Agreement to which it is a party. To the Knowledge of SDTS, no counterparty to any of the STX Real Property Agreements is in material default of any of its obligations under the applicable STX Real Property Agreement. (e) To the Knowledge of SDTS, there are no pending or threatened Legal Proceedings affecting the STX Owned Property or any of the STX Real Property Agreements which might materially detract from the value, materially interfere with any present or intended use or materially and adversely affect the fee title of the STX Owned Property or any of the STX Real Property Agreements. (f) To the Knowledge of SDTS, SDTS has not received written notice from any Person within three years prior to the date of this Agreement asserting that SDTS does not have the right, as a result of title defects or title failures, to use or occupy any portion of the STX Property, other than those notices that would not individually, or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, the Company or a Subsidiary of the Company owns and has either good and marketable title in fee or a valid leasehold interest, easement or other rights to the land, buildings, structures and other improvements thereon and fixtures thereto necessary to permit it to conduct its business as currently conducted, in each case free and clear of all Liens (except in all cases for Permitted Liens). Except as would not reasonably be expected to have a Company Material Adverse Effect and except as may be limited by the Bankruptcy and Equity Exception, all leases, Rights of Way agreements or other agreements under which the Company or any of its Subsidiaries lease, access or use any real property or real property interest are valid, binding and in full force and effect against the Company or any of its Subsidiaries and, to the Knowledge of the Company, the counterparties thereto, in accordance with their respective terms, and neither the Company nor any of its Subsidiaries are in default under any of such leases, Rights of Way or other agreements. (b) Each of the Company and its Subsidiaries has such consents, easements, rights of way, permits, licenses and other similar real property interests (collectively, “Rights of Way”) from each person as are sufficient to conduct its business as currently conducted, except for such Rights of Way the absence of which have not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and its Subsidiaries has fulfilled and performed all its material obligations with respect to such Rights of Way and conducts their business in a manner that does not violate any of the Rights of Way, and no event has occurred that would result in, or after notice or lapse of time would result in, revocation or termination thereof or would result in any impairment of the rights of the holder of any such Rights of Way, except for such revocations, terminations and impairments that have not had and would not reasonably be expected to have a Company Material Adverse Effect. All pipelines owned or operated by the Company and its Subsidiaries are subject to Rights of Way, there are no encroachments or other encumbrances on the Rights of Way that materially affect the use thereof, there are no encroachments of improvements of the Company or any of its Subsidiaries outside of the boundaries of such Rights of Way other than encroachments that have not had and would not reasonably be expected to have a Company Material Adverse Effect and there are no gaps (including any gap arising as a result of any breach by the Company or any of its Subsidiaries of the terms of any Rights of Way) in the Rights of Way other than gaps that have not had and would not reasonably be expected to have a Company STX Material Adverse Effect.

Real Property. (a) Except as would not reasonably be expected to have a Company Material Adverse Effect, the Company or a Subsidiary Section 3.16(a) of the Company owns Parent Disclosure Letter sets forth a list of (i) all material real property and has either good and marketable title interests in material real property owned in fee or a valid leasehold interest, easement or other rights to the land, buildings, structures and other improvements thereon and fixtures thereto necessary to permit it to conduct its business as currently conducted, in each case free and clear of all Liens (except in all cases for Permitted Liens). Except as would not reasonably be expected to have a Company Material Adverse Effect and except as may be limited by the Bankruptcy and Equity Exception, all leases, Rights of Way agreements or other agreements under which the Company Parent or any of its Subsidiaries leasethat is primarily used in connection with the Galleria Business (or, access or use in the case of the Non-Color Caldera Business, exclusively used in connection with the Non-Color Caldera Business) (the “Owned Real Property”) as of the date hereof, (ii) any material real property leases, subleases, licenses or occupancy agreements to which the Parent or any of its Subsidiaries is a party, whether as a lessor or a lessee that is primarily used in the Galleria Business (or, in the case of the Non-Color Caldera Business, exclusively used in connection with the Non-Color Caldera Business) (the “Real Property Leases,” and such real property, the “Leased Real Property”) as of the date hereof, and (iii) any other real property interest that is owned in fee or leased, subleased, licensed or otherwise used by Parent or any of its Subsidiaries and utilized by Parent or any of its Subsidiaries to manufacture, distribute or sell the products of the Galleria Business that is material to, but is not primarily used in, the Galleria Business (or, in the case of the Non-Color Caldera Business, exclusively used in connection with the Non-Color Caldera Business) (“Other Operational Real Property”) as of the date hereof. (b) True, complete (in all material respects) and correct copies of all Real Property Leases have been made available to Acquiror prior to the date of this Agreement. Each Real Property Lease is unmodified except as set forth in any amendments delivered to Acquiror, true, complete and correct copies of which have been made available to Acquiror prior to the date of this Agreement, in the case of such amendments in existence as of such date, and promptly following entry into any other amendments and in no event later than five Business Days prior to the Closing Date, in the case of such amendments entered into after the date of this Agreement, and there are validno understandings, oral or written, between the parties to any Real Property Lease which in any manner vary the obligations or rights of any party thereunder. Each Real Property Lease is a legal, valid and binding agreement and is in full force and effect against the Company and enforceable by Parent or any of its Subsidiaries and, to the Knowledge of the Company, the counterparties thereto, such Subsidiary in accordance with their respective its terms, and neither the Company nor any of its Subsidiaries are in default under any of such leases, Rights of Way or other agreements. (b) Each of the Company and its Subsidiaries . Except as has such consents, easements, rights of way, permits, licenses and other similar real property interests (collectively, “Rights of Way”) from each person as are sufficient to conduct its business as currently conducted, except for such Rights of Way the absence of which have not had been and would not reasonably be expected to have a Company Material Adverse Effect. Each be material to the Galleria Business, (i) each of the Company Parent and its Subsidiaries has fulfilled and performed all its material obligations required to be performed by it to date under the Real Property Leases to which it is a party and there are no disputes with respect to such Rights any Real Property Lease, (ii) neither Parent nor any of Way and conducts their business its Subsidiaries is in a manner that does not violate breach or default under any of the Rights Real Property Leases nor, to the Knowledge of WayParent, is any other party in breach or default under any such Real Property Lease and (iii) no event has occurred that would result inor failed to occur which, or after notice or lapse with the delivery of notice, the passage of time or both, would result inconstitute such a breach or default of such Real Property Lease. (c) Except as would not, revocation individually or termination thereof in the aggregate, be material to the Galleria Business, Parent or a Subsidiary of Parent has good, valid and marketable fee simple title to all Owned Real Property and such good, valid and marketable fee simple title is not subject to any Security Interests other than Permitted Encumbrances. (d) No parcel of Owned Real Property or, to the Knowledge of Parent, no parcel of Leased Real Property is subject to any Order to be sold or being condemned, expropriated or otherwise taken by any public authority with or without payment of compensation therefor nor, to the Knowledge of Parent, has any condemnation, expropriation or taking been proposed, except as would result in any impairment not be material to the Galleria Business. (e) As of the rights of the holder of any such Rights of Waydate hereof, except for such revocations, terminations and impairments that have not had and would not reasonably be expected to have a Company Material Adverse Effect. All pipelines owned or operated by the Company and its Subsidiaries are subject to Rights of Way, there are no encroachments or other encumbrances on the Rights of Way that materially affect the use thereof, there are no encroachments of improvements of the Company or neither Parent nor any of its Subsidiaries outside has received any written notice from any landlord under any of the boundaries of such Rights of Way other than encroachments Real Property Leases indicating that have it will not had and would not reasonably be expected to have a Company Material Adverse Effect and there are no gaps (including exercising any gap arising as a result of any breach by renewal options under the Company or any of its Subsidiaries of the terms of any Rights of Way) in the Rights of Way other than gaps that have not had and would not reasonably be expected to have a Company Material Adverse EffectReal Property Leases.

Real Property. (a) Except as set forth on Section 4.9 of the Seller Disclosure Schedule and except as would not reasonably be expected to to, individually or in the aggregate, have a Company Material Adverse Effect: (a) Section 4.9(a) of the Seller Disclosure Schedule contains a true and complete list of all real property (i) owned by Seller or its Subsidiaries Related to the Business and (ii) owned by any Acquired Company, and for each such properties, contains a correct street address and the record owner of such property. Copies of title reports or policies obtained by Seller with respect to each of the Owned Real Properties have previously been made available to Purchase to the extent that such reports and policies are in Seller's possession and control, as applicable. (b) Section 4.9(b) of the Seller Disclosure Schedule contains a true and complete list of (i) all real property Related to the Business that Seller or its Subsidiaries lease, sublease, license or otherwise occupies (whether as landlord, tenant, subtenant or other occupancy arrangement) and (ii) all real property that any Acquired Company leases, subleases, licenses or otherwise occupies (whether as landlord, tenant, subtenant or other occupancy arrangement) (collectively, the Company "LEASED REAL PROPERTY"), and for each Leased Real Property, identifies the street address of such Leased Real Property. True and complete copies of all agreements pertaining to the Leased Real Property that have not been terminated or a Subsidiary expired as of the date hereof have been made available to Purchaser. (c) Seller, its applicable Subsidiary or an Acquired Company owns and has either good and marketable valid title in fee or a to all Owned Real Property and valid leasehold interest, easement or other rights to estates in all the land, buildings, structures and other improvements thereon and fixtures thereto necessary to permit it to conduct its business as currently conductedLeased Real Properties, in each case free and clear of all Liens except Permitted Exceptions. (except in all cases for Permitted Liens). Except as would not reasonably be expected d) None of the Owned Real Properties and the Leased Real Properties is subject to have a Company Material Adverse Effect and except as may be limited by the Bankruptcy and Equity Exceptionany lease, all leasessublease, Rights of Way agreements license or other agreements under which agreement granting to any other Person any right to the Company use, occupancy or enjoyment of such Owned Real Property or Leased Real Property or any of its Subsidiaries lease, access or use any real property or real property interest are valid, binding and part thereof. (e) Each Real Property Lease is in full force and effect against the Company and is valid and enforceable in accordance with its terms, and there is no default under any Real Property Lease either by Seller, its Subsidiaries or any of its Subsidiaries andAcquired Company or, to the Knowledge of the CompanySeller, the counterparties by any other party thereto, in accordance with their respective terms, and neither the Company nor any of its Subsidiaries are in default under any of such leases, Rights of Way or other agreements. (b) Each of the Company and its Subsidiaries has such consents, easements, rights of way, permits, licenses and other similar real property interests (collectively, “Rights of Way”) from each person as are sufficient to conduct its business as currently conducted, except for such Rights of Way the absence of which have not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and its Subsidiaries has fulfilled and performed all its material obligations with respect to such Rights of Way and conducts their business in a manner that does not violate any of the Rights of Way, and no event has occurred that would result inthat, or after notice or with the lapse of time or the giving of notice or both, would result inconstitute a default by Seller, revocation its Subsidiaries or termination thereof or would result in any impairment Acquired Company thereunder. (f) To the Knowledge of the rights Seller, each Owned Real Property and Leased Real Property complies with all applicable Laws and, since December 31, 2003, no written notice of the holder violation of any such Rights of WayLaw has been received by Seller, except for such revocations, terminations and impairments that have not had and would not reasonably be expected to have a Company Material Adverse Effect. All pipelines owned or operated by the Company and its Subsidiaries are subject to Rights of Way, there are no encroachments or other encumbrances on the Rights of Way that materially affect the use thereof, there are no encroachments of improvements of the Company or any of its Subsidiaries outside or any Acquired Company or has been issued by any Governmental Body with respect thereto. (g) To the Knowledge of Seller, (i) Seller, its Subsidiaries or any Acquired Company have all certificates of occupancy and other Permits of any Governmental Body necessary for the current use and operation by Seller, its Subsidiaries or any Acquired Company of each Owned Real Property and Leased Real Property, (ii) Seller, its Subsidiaries or any Acquired Company have complied with all applicable conditions of each such Permit, and (iii) no default or violation by Seller, its Subsidiaries or any Acquired Company, or event that with the lapse of time or giving of notice or both would become a default or violation by Seller, its Subsidiaries or any Acquired Company, has occurred in the due observance of any such Permit. (h) There does not exist any actual, pending or, to the Knowledge of Seller, threatened condemnation or eminent domain proceedings that affect any Owned Real Property or Leased Real Property, and Seller, its Subsidiaries or any Acquired Company have not received any written notice of the boundaries of such Rights of Way other than encroachments that have not had and would not reasonably be expected to have a Company Material Adverse Effect and there are no gaps (including any gap arising as a result intention of any breach by Governmental Body or other Person to take or use any Owned Real Property or Leased Real Property that is material the Company Business. (i) To the Knowledge of Seller, no portion of any facility, building, improvement or other structure located on any of its Subsidiaries of the terms of Owned Real Property or the Leased Real Property has suffered any Rights of Way) in material damage by fire or other casualty within the Rights of Way other than gaps that have past five years which has not had and would not reasonably be expected to have a Company Material Adverse Effectbeen substantially repaired or restored.

Real Property. (a) Except Section 3.13(a) of the Company Disclosure Letter sets forth a complete and accurate list, as would not reasonably be expected to have a Company Material Adverse Effectof the date of this Agreement, of all real property owned by the Company or a Subsidiary any of its Subsidiaries, which real property includes all of the Company owns and has either good and marketable title in fee or a valid leasehold interest, easement or other rights to the land, buildings, structures and other improvements thereon and fixtures thereto necessary (the “Owned Real Property”). The Company or one of its Subsidiaries has good fee simple title to permit it to conduct its business as currently conductedall Owned Real Property, in each case free and clear of all Liens (except in all cases for other than Permitted Liens). Except There is no real property which, as would not reasonably be expected to have a Company Material Adverse Effect and except as may be limited of the date of this Agreement, is under contract by the Bankruptcy and Equity Exception, all leases, Rights of Way agreements or other agreements under which the Company or any of its Subsidiaries lease, access or use any for purchase after the date of this Agreement. There are no real property or real property interest are valid, binding and in full force and effect against properties that the Company or any of its Subsidiaries and, is obligated to the Knowledge of the Company, the counterparties thereto, in accordance with their respective terms, and neither the Company nor any of its Subsidiaries are in default under any of such leases, Rights of Way or other agreementsbuy at some future date. (b) Each None of the Company and and/or its Subsidiaries has such consentsis in default or violation of, easementsor not in compliance with, rights any Law or Order applicable to its occupancy of way, permits, licenses and other similar real property interests (collectively, “Rights of Way”) from each person as are sufficient the Leased Real Property subject to conduct its business as currently conducted, the Lessee Leases except for such Rights of Way any conflicts, defaults or violations that would not, individually or in the absence of which have not had and would not aggregate, reasonably be expected to have a Company Material Adverse Effect. Each With respect to the Leased Real Property, the Company and/or its Subsidiaries have and own valid, legally binding and enforceable leasehold estates in the Leased Real Property, free and clear of all Liens other than Permitted Liens. As of the Company and its Subsidiaries date of this Agreement, no purchase option, right of first refusal or first offer or other purchase right has fulfilled and performed all its material obligations with respect to such Rights of Way and conducts their business in a manner that does not violate any of the Rights of Waybeen exercised, and no event letter of intent to purchase has occurred that would result inbeen signed, or after notice or lapse of time would result in, revocation or termination thereof or would result in any impairment of the rights of the holder of any such Rights of Way, except for such revocations, terminations and impairments that have not had and would not reasonably be expected to have a Company Material Adverse Effect. All pipelines owned or operated by the Company and its Subsidiaries are subject to Rights of Way, there are no encroachments or other encumbrances on the Rights of Way that materially affect the use thereof, there are no encroachments of improvements of the Company or any of its Subsidiaries outside of the boundaries of such Rights of Way other than encroachments that have not had and would not reasonably be expected to have a Company Material Adverse Effect and there are no gaps (including any gap arising as a result of any breach by the Company or any of its Subsidiaries for any Leased Real Property for which the purchase has not closed prior to the date of the terms of any Rights of Waythis Agreement. (c) in the Rights of Way other than gaps that have not had and Except as would not reasonably be expected to have have, individually or in the aggregate, a Company Material Adverse Effect, the Company or one of its Subsidiaries has exclusive possession of each Company Property, other than any use or occupancy rights granted to any third-party owner, tenant or licensee pursuant to Contracts entered into with such Persons with respect to such Company Property in the ordinary course of business. (d) There are no existing, pending or, to the Knowledge of the Company, threatened in writing appropriation, condemnation, eminent domain or like proceedings or similar actions that affect any Owned Real Property or, to the Knowledge of the Company, Leased Real Property. As of the date hereof, neither the Company nor any of its Subsidiaries has received any written notice of the intention of any Governmental Entity or other Person to take or use any of the Company Properties. (e) The Company and each of its Subsidiaries, as applicable, is in possession of title insurance or valid marked-up title commitments evidencing title insurance with respect to each Company Property (each, a “Company Title Insurance Policy”). As of the date hereof, no written claim has been made against any Company Title Insurance Policy which remains pending. (f) Section 3.13(f) of the Company Disclosure Letter sets forth a complete and accurate list of each Company Property which is (i) under development or re-development as of the date hereof, and describes the status of such development or re-development as of the date hereof, and (ii) which is subject to a binding agreement for development or commencement of construction by the Company or any of its Subsidiaries, in each case, other than those pertaining to minor capital repairs, replacements and other similar correction of deferred maintenance items in the ordinary course of business. None of the Company, any of its Subsidiaries or any of their respective agents is currently performing any other renovation or construction project which has an aggregate projected costs in excess of $5,000,000 at any Company Property.

Real Property. (a) Except as would not reasonably be expected The SU Entities have good and indefeasible fee title to have a Company Material Adverse Effectall real property owned by them included in the NTX Assets (collectively, the Company or a Subsidiary of the Company owns and has either good and marketable title in fee or a valid leasehold interest“NTX Owned Property”), easement or other rights to the land, buildings, structures and other improvements thereon and fixtures thereto necessary to permit it to conduct its business as currently conducted, in each case free and clear of all Liens (except in all cases for other than Permitted Liens. The SU Entities have valid and enforceable leasehold interests with respect to all real property currently leased or subleased to them included in the NTX Assets (collectively, the “NTX Leasehold Property” and, together with the NTX Owned Property, the “NTX Property”), free and clear of all Liens other than Permitted Liens, except that the validity and enforceability of the leases under which such NTX Leasehold Property is held (such leases together with any amendments thereto and guarantees thereof, the “NTX Leases”) are subject to the Enforceability Exceptions. The SU Entities are not in breach in any material respect or in material default under any NTX Lease or easement, license agreement (including railroad, pipeline and similar crossing rights), right of way or lease for rights of way, or other right with respect to the use of real property included in the NTX Assets to which it is a party (collectively, the “NTX Easements” and, together with the NTX Leases, the “NTX Real Property Agreements”). Except as would not reasonably be expected To the Knowledge of SU, no counterparty to have a Company Material Adverse Effect and except as may be limited by any of the Bankruptcy and Equity Exception, all leases, Rights NTX Real Property Agreements is in material default of Way agreements or other agreements under which the Company or any of its Subsidiaries leaseobligations under the applicable NTX Real Property Agreement. No consent from any counterparty to any NTX Real Property Agreement is required in connection with the consummation of the Merger. (b) Section 4.08(b) of the SU Disclosure Schedule sets forth a list of all (i) NTX Owned Property, access or use any real including the street address, fee owner and legal description, (ii) NTX Leasehold Property and NTX Leases, including the street address of such property or real property interest are validand the parties to such NTX Lease and (iii) NTX Easements, binding including the parties to such NTX Easement. SU has made available to SDTS and in full force Oncor true, complete and effect against the Company or any correct copies of its Subsidiaries all material NTX Real Property Agreements and, to the Knowledge of SU, SU has made available to SDTS and Oncor true, complete and correct copies of all NTX Real Property Agreements. Except as set forth on Section 4.08(b) of the CompanySU Disclosure Schedule, the counterparties theretoSU Entities do not lease, in accordance with their respective termssublease, and neither the Company nor license or sublicense any of its Subsidiaries are in default under NTX Owned Property, any of such leasesNTX Leasehold Property, Rights of Way or other agreementsany real property interest subject to any NTX Real Property Agreements, to any third party. (bc) Each There are no pending or, to the Knowledge of SU, threatened Legal Proceedings affecting any of the Company and its Subsidiaries has such consentsNTX Owned Property, easementsany of the NTX Leasehold Property or any of the NTX Real Property Agreements, rights of way, permits, licenses and other similar real property interests (collectively, “Rights of Way”) from each person as are sufficient to conduct its business as currently conducted, except for such Rights of Way the absence of which have not had and would not reasonably be expected to have a Company Material Adverse Effect. Each materially interfere with any present use or materially and adversely affect the fee title of the Company and its Subsidiaries has fulfilled and performed all its material obligations with respect to such Rights of Way and conducts their business in a manner that does not violate any of the Rights NTX Owned Property, the leasehold title of Wayany of the NTX Leasehold Property or the real property interests of any of the NTX Real Property Agreements. (d) The SU Entities have not received written notice from any Person within three years prior to the date of this Agreement asserting that any SU Entity does not have the right, and no event has occurred as a result of title defects or title failures, to use or occupy any portion of the NTX Property or any real property interest subject to any NTX Real Property Agreements, other than those notices that would result innot individually, or after notice or lapse of time would result inin the aggregate, revocation or termination thereof or would result in any impairment of the rights of the holder of any such Rights of Way, except for such revocations, terminations and impairments that have not had and would not reasonably be expected to have a Company Material Adverse Effect. All pipelines owned materially detract from the value, materially interfere with any present or operated by the Company and its Subsidiaries are subject to Rights of Way, there are no encroachments intended use or other encumbrances on the Rights of Way that materially adversely affect the use thereof, there are no encroachments of improvements of the Company or any of its Subsidiaries outside of the boundaries of such Rights of Way other than encroachments that have not had and would not reasonably be expected to have a Company Material Adverse Effect and there are no gaps (including any gap arising as a result marketability of any breach by such NTX Property. (e) To the Company Knowledge of SU, SU has not granted to any third party the right to use or access the NTX Owned Property or the NTX Leasehold Property in any of its Subsidiaries of manner that interferes in any material respect with the terms of NTX Owned Property, the NTX Leasehold Property or the Subject NTX Operations or otherwise granted to any Rights of Way) third party any ownership rights in any material NTX Owned Property or the Rights of Way other than gaps that have not had and would not reasonably be expected to have a Company Material Adverse EffectNTX Leasehold Property.

Real Property. (a) Except The Company Disclosure Schedule contains, as would not reasonably be expected to have a Company Material Adverse Effect, the Company or a Subsidiary of the Company owns date hereof, (i) a list of all material real property and has either good and marketable title interests in real property owned in fee or a valid leasehold interest, easement or other rights to the land, buildings, structures and other improvements thereon and fixtures thereto necessary to permit it to conduct its business as currently conducted, in each case free and clear of all Liens (except in all cases for Permitted Liens). Except as would not reasonably be expected to have a Company Material Adverse Effect and except as may be limited by the Bankruptcy and Equity Exception, all leases, Rights of Way agreements or other agreements under which the Company or any of its Subsidiaries lease, access or use any real property or real property interest are valid, binding and in full force and effect against the Company or any of its Subsidiaries and, to the Knowledge of the Company, the counterparties thereto, in accordance with their respective terms, and neither the Company nor any of its Subsidiaries are in default under any of such leases, Rights of Way or other agreements. (b) Each of the Company and its Subsidiaries has such consents, easements, rights of way, permits, licenses and other similar real property interests (collectively, “Rights of Way”) from each person as are sufficient to conduct its business as currently conducted, except for such Rights of Way the absence of which have not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and its Subsidiaries has fulfilled and performed all its material obligations with respect to such Rights of Way and conducts their business in a manner that does not violate any of the Rights of Way, and no event has occurred that would result in, or after notice or lapse of time would result in, revocation or termination thereof or would result in any impairment of the rights of the holder of any such Rights of Way, except for such revocations, terminations and impairments that have not had and would not reasonably be expected to have a Company Material Adverse Effect. All pipelines owned or operated by the Company and its Subsidiaries are subject to Rights of Way, there are no encroachments or other encumbrances on the Rights of Way that materially affect the use thereof, there are no encroachments of improvements of the Company or any of its Subsidiaries outside of the boundaries of such Rights of Way other than encroachments that have not had and would not reasonably be expected to have a Company Material Adverse Effect and there are no gaps (including any gap arising as a result of any breach by the Company or any of its Subsidiaries (the “Owned Real Property”), and (ii) a list of all material real property and interests in real property leased by the Company or any of its Subsidiaries or in which the Company has any rights (the “Leased Real Property” and together with the Owned Real Property, the “Real Property”). The Real Property listed on the Company Disclosure Schedule includes all interests in real property used in or necessary for the conduct of the terms businesses and operations of the Company and its Subsidiaries as currently conducted. (b) With respect to each parcel of Owned Real Property: (i) The Company or one of its Subsidiaries has valid title to each such parcel of Owned Real Property free and clear of all Liens, except Permitted Liens. (ii) To the knowledge of the Company, all buildings, structures and facilities located on, and improvements to, such parcel of Owned Real Property do not encroach on any Rights easement, right of Way) way or other encumbrance which burdens any portion of the Owned Real Property and no structures, facilities or other improvements on any parcel adjacent to the Owned Real Property encroach onto any portion of the Owned Real Property other than any encroachments that, individually or in the Rights of Way other than gaps that have not had and aggregate, would not reasonably be expected to have a Company Material Adverse Effect. (iii) There are no outstanding options or rights of first refusal to purchase any Owned Real Property. (c) With respect to Leased Real Property, the Company has made available to Parent a true and complete copy of each real property lease pursuant to which the Company or any Subsidiary of the Company is a party or by which any of them is bound (each, a “Lease”). The Company or one of its Subsidiaries has peaceful, undisturbed and exclusive possession of the Leased Real Property, except where the failure to have such possession, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. (d) The uses for which the buildings, facilities and other improvements located on the Real Property are zoned do not restrict or impair in any material respect the use of the Real Property for purposes of the business conducted by the Company and its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any written notice from any Governmental Entity or other Person that the Real Property does not comply with all applicable building and zoning codes, deed restrictions, ordinances and rules, except for any non-compliance that, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. (e) No Governmental Entity having the power of eminent domain over the Real Property has provided written notice to the Company that it intends to exercise the power of eminent domain or a similar power with respect to all or any part of the Real Property. (f) The Real Property is in suitable condition for the businesses of the Company and its Subsidiaries as currently conducted, except where any failure to be in suitable condition, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect.

Real Property. (a) Except as would not reasonably be expected to have Section 4.15(a) of the Company Disclosure Letter sets forth a Company Material Adverse Effect, list of all material real property (other than Oil and Gas Property) owned by the Company or a Subsidiary its Subsidiaries (such material real property, exclusive of any Oil and Gas Property, the Company owns and has either good and marketable title in fee or a valid leasehold interest, easement or other rights to the land, buildings, structures and other improvements thereon and fixtures thereto necessary to permit it to conduct its business as currently conducted, in each case free and clear of all Liens (except in all cases for Permitted Liens“Owned Real Property”). Except as would not reasonably be expected expected, individually or in the aggregate, to have be material to the Company and its Subsidiaries, taken as a Company Material Adverse Effect and except as may be limited by the Bankruptcy and Equity Exceptionwhole, all leases, Rights of Way agreements or other agreements under which (i) the Company or any of its Subsidiaries leaseSubsidiaries, access or use any real property or real property interest are validas applicable, binding has good and in full force and effect against the Company or any of its Subsidiaries and, valid title to the Knowledge Owned Real Property, free and clear of all Encumbrances except for Permitted Encumbrances, (ii) except pursuant to the CompanyPermitted Encumbrances, the counterparties thereto, in accordance with their respective terms, and neither the Company nor any of its Subsidiaries are in default under has granted any outstanding options or rights of first refusal to purchase the Owned Real Property, or any portion of the Owned Real Property or interest therein and (iii) except pursuant to the Permitted Encumbrances or as disclosed on Section 4.15(a) of the Company Disclosure Letter, neither the Company nor any of such leasesits Subsidiaries, Rights of Way as applicable, has leased or other agreementsotherwise granted to any Person the right to use or occupy any Owned Real Property or any portion thereof. (b) Each Section 4.15(b) of the Company Disclosure Letter sets forth a list of all material real property (other than any Oil and Gas Property) leased or subleased to the Company or any of its Subsidiaries (collectively, the “Leased Real Property”, and together with the Owned Real Property, the “Real Property”) and the Company has provided Parent with copies of all material leases and subleases entered into by the Company or its Subsidiaries with respect to the Leased Real Property (the “Leases”). 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, (i) the Company or its applicable Subsidiary has a valid leasehold or subleasehold interest in all Leased Real Property, free and clear of all Encumbrances except for Permitted Encumbrances, (ii) the Company has not received written notice of any existing default or event of default on the part of the Company or its Subsidiaries (as applicable) under the Leases and (iii) except pursuant to the Permitted Encumbrances or as disclosed on Section 4.15(b) of the Company Disclosure Letter, neither the Company nor any of its Subsidiaries, as applicable, has leased or otherwise granted to any Person the right to use or occupy any Leased Real Property or any portion thereof. (c) 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, (i) the Company and its Subsidiaries has such consents, easements, rights hold all of way, permits, licenses their respective easements and rights-of-way (other similar real property interests than any Oil and Gas Property) (collectively, “Rights of Rights-of-Way”) from each person as are sufficient to conduct its business as currently conducted, except for such Rights of Way the absence of which have not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of that the Company and its Subsidiaries use in the conduct of their respective businesses, (ii) the Company has fulfilled and performed all its material obligations with respect to such Rights not received written notice of Way and conducts their business in a manner that does not violate any existing default or event of default on the part of the Rights of Company or its Subsidiaries (as applicable) under any Rights-of-Way, and (iii) no event has occurred that would result inallows, or after notice or lapse of time would result inallow, revocation or termination thereof or would result in any impairment of the rights of the holder of any such Rights of Way, except for such revocations, terminations and impairments that have not had and Right-of-Way by the applicable counterparty thereto. Except as would not reasonably be expected expected, individually or in the aggregate, to have be material to the Company and its Subsidiaries, taken as a Company Material Adverse Effect. All whole, all pipelines owned or operated by the Company and its Subsidiaries are subject to Rights of Way, there Rights-of-Way or are no encroachments or other encumbrances located on the Rights of Way that materially affect the use thereof, there are no encroachments of improvements of the Company or any of its Subsidiaries outside of the boundaries of such Rights of Way other than encroachments that have not had and would not reasonably be expected to have a Company Material Adverse Effect and there Real Property. There are no gaps (including any gap arising as a result of any breach by the Company or any of its Subsidiaries of the terms of any Rights of Rights-of-Way) in the Rights of Rights-of-Way other than gaps that have not had and would not reasonably be expected expected, individually or in the aggregate, to have a Company Material Adverse Effect. (d) As of the date of this Agreement, (i) neither the Company nor any of its Subsidiaries has received written notice that it is in breach or default of any restrictive covenant affecting the Real Property to which the interests of the Company or its Subsidiaries in such Real Property are subject and subordinate, and (ii) there has not occurred any event that with the lapse of time or the giving of notice, or both, would constitute such a default under any such restrictive covenant affecting the Real Property, in each case of clauses (i) and (ii), 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. (e) As of the date of this Agreement, 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, (i) all improvements owned by the Company or its Subsidiaries and located on the Real Property are in generally good condition and repair (taking into account their age and use), except for ordinary course repairs and reasonable wear and tear and (ii) are sufficient for the operation of the business of the Company or its Subsidiaries as currently used. (f) No damage or destruction has occurred with respect to any of the Owned Real Property or any improvements owned by the Company or its Subsidiaries affixed to the Leased Real Property that would reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole, not covered by an insurance policy. (g) Except as disclosed on Section 4.15(g) of the Company Disclosure Letter, there are no pending or, to the Knowledge of the Company, threatened, condemnation, expropriation or eminent domain proceedings with respect to any Real Property. (h) As of the date of this Agreement, the Company has not received any written notice from a Governmental Entity stating that the use by the Company or its Subsidiaries of the land, buildings, structures and improvements on the Real Property are in material violation of applicable Laws, including all applicable zoning Laws.

Real Property. (a) Except as would not reasonably be expected to have Schedule 3.24(a) sets forth a Company Material Adverse Effect, complete list of (i) the real property owned in fee by the Company or a Subsidiary any of its Subsidiaries (the "Owned Real Property") and (ii) all real property leased by the Company or any of its Subsidiaries (the "Leased Real Property" and together with the Owned Real Property and all other rights or interests of the Company owns or its Subsidiaries in real property, the "Real Property"). None of the real property reflected in the Interim Balance Sheet has been disposed of and no real property has either been acquired by the Company or any of its Subsidiaries since the date of the Interim Balance Sheet. (b) The Company and each of its Subsidiaries has good and marketable title in fee or simple to all Owned Real Property, and a valid leasehold interest, easement or other rights to the land, buildings, structures and other improvements thereon and fixtures thereto necessary to permit it to conduct its business as currently conductedinterest in all Leased Real Property, in each case free and clear of all Liens (Encumbrances, except in all cases for Permitted Liens). Except as would not reasonably be expected Encumbrances. (c) Each of the leases and subleases relating to have a Company Material Adverse Effect and except as may be limited by the Bankruptcy and Equity Exception, all leases, Rights of Way agreements or other agreements under which the Company or any of its Subsidiaries lease, access or use any real property or real property interest are valid, binding and Leased Real Property is in full force and effect against the Company or any of its Subsidiaries and, to the Knowledge of the Company, the counterparties thereto, in accordance with their respective terms, and neither the Company nor any of its Subsidiaries are in default under any of such leases, Rights of Way or other agreements. (b) Each of the Company and its Subsidiaries has such consents, easements, rights of way, permits, licenses and other similar real property interests (collectively, “Rights of Way”) from each person as are sufficient to conduct its business as currently conducted, except for such Rights of Way the absence of which have not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and its Subsidiaries has fulfilled and performed all its material obligations with respect to such Rights of Way and conducts their business in a manner that does not violate any of the Rights of Way, and no event has occurred that would result in, or after notice or lapse of time would result in, revocation or termination thereof or would result in any impairment of the rights of the holder of any such Rights of Way, except for such revocations, terminations and impairments that have not had and would not reasonably be expected to have a Company Material Adverse Effect. All pipelines owned or operated by the Company and its Subsidiaries are subject to Rights of Wayeffect, there are is no encroachments or other encumbrances on the Rights of Way that materially affect the use thereof, there are no encroachments of improvements of the Company or any of its Subsidiaries outside of the boundaries of such Rights of Way other than encroachments that have not had and would not reasonably be expected to have a Company Material Adverse Effect and there are no gaps (including any gap arising as a result of any breach material default by the Company or any of its Subsidiaries or, to Parent's Knowledge, by the lessor under any such lease or sublease. (d) The structures, plants, improvements, systems, and fixtures located on each parcel of the terms Owned Real Property and, to Parent's Knowledge, Leased Real Property comply in all material respects with all Laws, and are in good operating condition and repair, ordinary wear and tear excepted. Each such parcel of Owned Real Property and, to Parent's Knowledge, Leased Real Property, conforms in all material respects with all covenants or restrictions of record and conforms with all applicable building codes and zoning requirements and there is not, to Parent's Knowledge, any Rights of Way) proposed change in the Rights of Way other than gaps that have not had and would not reasonably be expected to have a Company Material Adverse Effectany such governmental or regulatory requirements or in any such zoning requirements.

Real Property. (a) Except (i) The Seller has previously delivered to the Purchaser a schedule which contains (A) a true, current and complete list of all Owned Real Property and (B) a true and accurate description of (1) the street address for each parcel of Owned Real Property, together with an indication as to whether each such parcel is active or inactive and (2) the net book value as of March 31, 2009 for each parcel of Owned Real Property; and (ii) the Company or a Subsidiary has good and marketable title in fee simple to each parcel of Owned Real Property free and clear of all liens and Encumbrances, except Permitted Encumbrances. There are no outstanding options, rights of first offer or rights of first refusal to purchase any Owned Real Property or any portion thereof. The Seller has made a good faith effort to make available to the Purchaser copies of all policies of title insurance currently existing in favor of the Company and/or a Subsidiary with respect to Owned Real Property. (b) (i) The Seller has previously delivered to the Purchaser a schedule that contains a true, current and complete list of (1) the street address of each parcel of Leased Real Property, (2) the identity of the lessee of each such parcel of Leased Real Property, and (3) the current base rent payments due under such leases; (ii) the Company or a Subsidiary has, and at Closing will have, good and valid leasehold interests in each of the Leased Real Properties, and such leasehold interests are free and clear of all Encumbrances, except Permitted Encumbrances; and (v) (A) the Seller has delivered to the Purchaser, true and complete copies of the documentation relating to each Continuing Lease and (B) there has not been any sublease or assignment entered into by the Company or any Subsidiary in respect of the Continuing Leases. (i) Neither the Company, nor any Subsidiary, has leased, subleased, licensed or otherwise granted any Person the right to use or occupy all or any portion of the Real Property and other than the Company and/or a Subsidiary there are no parties in possession of any portion of the Real Property, whether as lessees, tenants at will, trespassers or otherwise; (ii) neither the Company, nor any Subsidiary, has received notice of any pending condemnation or similar proceeding affecting any portion of the Real Property and, to the Seller’s Knowledge, no such action is presently contemplated or threatened; and (iii) to the Seller’s Knowledge, there is no law, ordinance, order, regulation or requirement now in existence which would require (in the absence of any applicable grandfathering and waivers) any material expenditure to remediate, remedy, remove, modify or improve any portion of the Real Property in order to bring it into material compliance therewith. (d) All Continuing Leases are valid and in full force and effect except to the extent they have previously expired in accordance with their terms or where the failure to be in full force and effect, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect, . Neither the Company or a Subsidiary nor any of the Company owns and Subsidiaries has either good and marketable title in fee violated any provision of, or committed or failed to perform any act which, with or without notice, lapse of time or both would constitute a valid leasehold interestdefault under the provisions of, easement or other rights to the landany Continuing Lease, buildings, structures and other improvements thereon and fixtures thereto necessary to permit it to conduct its business as currently conducted, except in each case free for those violations and clear of all Liens (except defaults which, individually or in all cases for Permitted Liens). Except as the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and except as may be limited by the Bankruptcy and Equity Exception, all leases, Rights of Way agreements or other agreements under which the Company or any of its Subsidiaries lease, access or use any real property or real property interest are valid, binding and in full force and effect against the Company or any of its Subsidiaries and, to the Knowledge of the Company, the counterparties thereto, in accordance with their respective terms, and neither the Company nor any of its Subsidiaries are in default under any of such leases, Rights of Way or other agreements. (b) Each of the Company and its Subsidiaries has such consents, easements, rights of way, permits, licenses and other similar real property interests (collectively, “Rights of Way”) from each person as are sufficient to conduct its business as currently conducted, except for such Rights of Way the absence of which have not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and its Subsidiaries has fulfilled and performed all its material obligations with respect to such Rights of Way and conducts their business in a manner that does not violate any of the Rights of Way, and no event has occurred that would result in, or after notice or lapse of time would result in, revocation or termination thereof or would result in any impairment of the rights of the holder of any such Rights of Way, except for such revocations, terminations and impairments that have not had and would not reasonably be expected to have a Company Material Adverse Effect. All pipelines owned or operated by the Company and its Subsidiaries are subject to Rights of Way, there are no encroachments or other encumbrances on the Rights of Way that materially affect the use thereof, there are no encroachments of improvements of the Company or any of its Subsidiaries outside of the boundaries of such Rights of Way other than encroachments that have not had and would not reasonably be expected to have a Company Material Adverse Effect and there are no gaps (including any gap arising as a result of any breach by the Company or any of its Subsidiaries of the terms of any Rights of Way) in the Rights of Way other than gaps that have not had and would not reasonably be expected to have a Company Material Adverse Effect.

Real Property. (ai) Except as Each real property lease Contracts for the properties used in connection with the JCA Entities that are set forth on Schedule 4.14(a) hereto (the “JCA Real Property Leases”) and the real property to which it relates (the “JCA Leased Real Property”), is in full force and effect and AGCO or the applicable JCA Entities has good and valid leasehold title to the real property to which each JCA Real Property Lease relates pursuant to such JCA Real Property Lease, free and clear of all Liens other than Permitted Liens, except in each case where such failure would not reasonably be expected to have have, individually or in the aggregate, a Company JCA Material Adverse Effect, the Company ; (ii) there are no defaults by AGCO or a Subsidiary JCA Entity (or any conditions or events that, after notice or the lapse of the Company owns and has either good and marketable title in fee time or both, would constitute a default by AGCO or a valid leasehold interest, easement or other rights JCA Entity) under any JCA Real Property Lease and to the landKnowledge of AGCO, buildingsthere are no defaults by any other party to such JCA Real Property Lease (or any conditions or events that, structures and after notice or the lapse of time or both, would constitute a default by such other improvements thereon and fixtures thereto necessary to permit it to conduct its business as currently conductedparty) under such JCA Real Property Lease, in each case free and clear of all Liens (except in all cases for Permitted Liens). Except as where such defaults would not reasonably be expected to have have, individually or in the aggregate, a Company JCA Material Adverse Effect and except Effect; (iii) there are no subleases, licenses or occupancy agreements pursuant to which any third party is granted the right to use the JCA Leased Real Property other than as may be limited by set forth on Section 4.14 of the Bankruptcy and Equity Exception, all leases, Rights AGCO Disclosure Schedule; (iv) there is no Person (other than AGCO or the applicable JCA Entities) in possession of Way agreements or other agreements under which the Company JCA Leased Real Property or any portion thereof; and (v) as of its Subsidiaries leaseSeptember 28, access or use any real property or real property interest are valid2023, binding and in full force and effect against the Company or any of its Subsidiaries and, to the Knowledge of the Company, the counterparties thereto, in accordance with their respective terms, and neither the Company AGCO nor any of its Subsidiaries are in default under Affiliates has received any written notice that any material portion of such leasesthe JCA Leased Real Property will be condemned, Rights of Way requisitioned or other agreementsotherwise taken by any public authority. (b) Each With respect to the JCA Leased Real Property, neither AGCO nor any JCA Entity has exercised or given any notice of exercise of any option or right of first offer or right of first refusal to purchase, expand, renew or terminate, other than as set forth on Section 4.14(b) of the Company and its Subsidiaries has AGCO Disclosure Schedule. (c) None of AGCO’s nor any JCA Entity’s current use of the JCA Leased Real Property violates in any material respect any restrictive covenant of record or applicable Law that affects such consents, easements, rights property. The facilities at each of way, permits, licenses and other similar real property interests the JCA Leased Real Properties are in good operating condition in all material respects (collectively, “Rights of Way”) from each person as are sufficient to conduct its business as currently conducted, except for such Rights of Way the absence of which have not had reasonable and would not reasonably be expected to have a Company Material Adverse Effect. Each customary wear and tear) and are adequate and suitable for their current uses and purposes. (d) None of the Company and its Subsidiaries JCA Entities has fulfilled and performed all its material obligations with respect to such Rights of Way and conducts their business in a manner that does not violate ever owned any of the Rights of Way, and no event has occurred that would result in, or after notice or lapse of time would result in, revocation or termination thereof or would result in any impairment of the rights of the holder of any such Rights of Way, except for such revocations, terminations and impairments that have not had and would not reasonably be expected to have a Company Material Adverse Effect. All pipelines owned or operated by the Company and its Subsidiaries are subject to Rights of Way, there are no encroachments or other encumbrances on the Rights of Way that materially affect the use thereof, there are no encroachments of improvements of the Company or any of its Subsidiaries outside of the boundaries of such Rights of Way other than encroachments that have not had and would not reasonably be expected to have a Company Material Adverse Effect and there are no gaps (including any gap arising as a result of any breach by the Company or any of its Subsidiaries of the terms of any Rights of Way) in the Rights of Way other than gaps that have not had and would not reasonably be expected to have a Company Material Adverse Effectreal property.

Real Property. (a) Except as would set forth in Section 2.15 of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries owns or has owned any real property since March 1, 2005. Section 2.15 of the Company Disclosure Schedule contains a complete and accurate list as of the date of this Agreement of all leases, subleases or other similar arrangements pursuant to which the Company or any of its Subsidiaries leases any interest in real property (the “Leases“). True, correct and complete copies of the Leases have been provided to Parent prior to the date of this Agreement. The Company or a Subsidiary of the Company has valid leasehold interests in all of its leased properties, free and clear of all Liens (except for Permitted Liens and all other title exceptions, defects, encumbrances and other matters, whether or not reasonably be expected to have a Company Material Adverse Effectof record, which do not materially affect the continued use of the property for the purposes for which the property is currently being used by the Company or a Subsidiary of the Company owns and has either good and marketable title in fee or a valid leasehold interest, easement or other rights to as of the land, buildings, structures and other improvements thereon and fixtures thereto necessary to permit it to conduct its business as currently conducted, in each case free and clear date of all Liens (except in all cases for Permitted Liensthis Agreement). Except The Leases constitute the valid and binding obligations of the Company or its Subsidiaries, as would not reasonably be expected applicable, as tenants, enforceable in accordance with their terms, subject to have a Company Material Adverse Effect and except as may be limited by the Bankruptcy and Equity Exception, all leases, Rights of Way agreements or other agreements under which . To the Company or any of its Subsidiaries lease, access or use any real property or real property interest are valid, binding and in full force and effect against the Company or any of its Subsidiaries and, to the Knowledge knowledge of the Company, no condemnation or similar proceeding has been commenced or threatened against the counterparties theretoreal property subject to the Leases. To the knowledge of the Company, in accordance with their respective termsnone of the real property subject to the Leases has been materially damaged or destroyed, and neither the Company nor any of its Subsidiaries real property subject to the Leases, together with all fixtures and improvements thereon, are in default under any of such leases, Rights of Way or other agreements. (b) Each of the good working order and condition. The Company and its Subsidiaries has such consentsthat are the applicable tenants under the Leases (i) are not in material breach under Leases to which they are parties, easementsand to their knowledge, rights of waythe landlords are not in material breach under the Leases to which they are parties, (ii) have not prepaid any rents or other amounts payable under the Leases more than 30 days in advance, and have not paid any security deposits and (iii) have obtained all necessary material certificates, permits, licenses and other approvals, governmental and otherwise, necessary for the use, occupancy and operation of the leased premises and the conduct of their business (including certificates of completion and certificates of occupancy) and all required zoning, building code, land use and other similar real property interests (collectivelypermits or approvals, “Rights of Way”) from each person as are sufficient to conduct its business as currently conducted, except for such Rights of Way the absence all of which have not had are in full force and would not reasonably be expected to have a Company Material Adverse Effect. Each effect as of the Company and its Subsidiaries has fulfilled and performed all its material obligations with respect date of this Agreement and, to such Rights of Way and conducts their business in a manner that does not violate any the knowledge of the Rights of WayCompany, and no event has occurred that would result in, or after notice or lapse of time would result in, revocation or termination thereof or would result in any impairment of the rights of the holder of any such Rights of Way, except for such revocations, terminations and impairments that have not had and would not reasonably be expected to have a Company Material Adverse Effect. All pipelines owned or operated by the Company and its Subsidiaries are subject to Rights of Wayrevocation, there are no encroachments suspension, forfeiture or other encumbrances on the Rights of Way that materially affect the use thereof, there are no encroachments of improvements of the Company or any of its Subsidiaries outside of the boundaries of such Rights of Way other than encroachments that have not had and would not reasonably be expected to have a Company Material Adverse Effect and there are no gaps (including any gap arising as a result of any breach by the Company or any of its Subsidiaries of the terms of any Rights of Way) in the Rights of Way other than gaps that have not had and would not reasonably be expected to have a Company Material Adverse Effectmodification.

Real Property. (ai) Except as would not reasonably be expected to The Company and its Subsidiaries have a Company Material Adverse Effect, the Company or a Subsidiary of the Company owns and has either (x) good and marketable title to all real property owned in fee by them (the “Owned Real Property”) and (y) valid title to the leasehold estate (as lessee) in all real property and interests in real property leased or a subleased by them as lessee or sublessee (the “Leased Real Property”) and (z) valid leasehold interest, title to the material easement or other rights to material estate in all real property and interests in real property held by them under material easements or other material agreements creating an interest in such real property (the land“Other Real Property” and together with the Owned Real Property and the Leased Real Property, buildings, structures and other improvements thereon and fixtures thereto necessary to permit it to conduct its business as currently conductedthe “Real Property”), in each case free and clear of all Liens Liens, except the following (except in all cases for (A) through (F) of the following being “Permitted Liens). Except as would not reasonably be expected to have a Company Material Adverse Effect and except as may be limited by the Bankruptcy and Equity Exception, all leases, Rights of Way agreements ”): (A) Liens that secure Indebtedness or other agreements under which obligations as reflected on the Company Financial Statements or any of its Subsidiaries lease, access or use any real property or real property interest are valid, binding and in full force and effect against the Company or any of its Subsidiaries and, to the Knowledge of the Company, the counterparties thereto, in accordance with their respective terms, and neither the Company nor any of its Subsidiaries are in default under any of such leases, Rights of Way Indebtedness or other agreements. (bobligations listed on Section 6.1(q)(i)(A) Each of the Company and its Subsidiaries has such consentsDisclosure Letter; (B) easements, easementscovenants, conditions, rights of way, permitsencumbrances, licenses restrictions, defects of title and other similar real property interests matters of public record (collectivelyother than such matters that, “Rights individually or in the aggregate, materially adversely impair the conduct of Way”) from each person as are sufficient to conduct its the business as currently conducted, except for such Rights of Way the absence of which have not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and or its Subsidiaries has fulfilled as currently conducted at the facility associated with the Real Property); (C) zoning, planning, building and performed all its material obligations with respect to other applicable Laws regulating the use, development and occupancy of real property and Permits, consents and rules under such Rights of Way and conducts their business Laws (other than such matters that, individually or in a manner that does not violate any the aggregate, materially adversely impair the conduct of the Rights of Way, and no event has occurred that would result in, or after notice or lapse of time would result in, revocation or termination thereof or would result in any impairment business of the rights of Company or its Subsidiaries as currently conducted at the holder of any such Rights of Way, except for such revocations, terminations and impairments facility associated with the Real Property); (D) Liens that have not had and would not reasonably be expected to have been placed by a Company Material Adverse Effect. All pipelines owned or operated by the Company and its Subsidiaries are subject to Rights of Way, there are no encroachments or other encumbrances third party on the Rights fee title of Way Leased Real Property that materially affect are subordinate to the use thereof, there are no encroachments of improvements rights therein of the Company or any of its Subsidiaries outside or that, if foreclosed, would not materially adversely impair the conduct of the boundaries business of such Rights of Way other than encroachments that have not had and would not reasonably be expected to have a Company Material Adverse Effect and there are no gaps (including any gap arising as a result of any breach by the Company or its Subsidiaries as currently conducted at the facility associated with the Real Property); (E) mechanics, materialmens’, or laborers’ Liens for work or services performed or equipment, machinery, materials, or other items furnished in the ordinary course of business consistent with past practice of the Company or of its Subsidiaries that (x) are for amounts not then due and payable or delinquent or (y) have been released, discharged or otherwise removed of record by the posting or filing of a ▇▇▇▇ ▇▇▇▇ or similar bond, in form and substance as required by applicable Law to release or discharge the Lien; and (F) such other matters that, individually or in the aggregate, do not materially impair the use, operation, value or marketability of the specific parcel of Real Property to which they relate or the conduct of the business of the Company and its subsidiaries as presently conducted at such specific parcel of real property. (ii) Neither the Company nor any of its Subsidiaries is obligated under, or a party to, any option, right of the terms first refusal or other contractual right or obligation to sell, assign or dispose of any Rights of Way) in the Rights of Way other than gaps that have not had and would not reasonably be expected to have a Company Material Adverse Effectmaterial Owned Real Property or any portion thereof or interest therein.

Real Property. (a) Section 8.22(a) of the Disclosure Schedules lists: (i) the street address of each parcel of Owned Real Property, (ii) the date on which each parcel of Owned Real Property was acquired, (iii) the current owner of each such parcel of Owned Real Property, (iv) information relating to the recordation of the deed pursuant to which each such parcel of Owned Real Property was acquired and (v) the current use of each such parcel of Owned Real Property. (b) Section 8.22(b) of the Disclosure Schedules lists: (i) the street address of each parcel of Leased Real Property, (ii) the identity of the lessor, lessee and current occupant (if different from lessee) of each such parcel of Leased Real Property, (iii) the term (referencing applicable renewal periods) and fixed or basic rental payment terms of the leases (and any subleases) pertaining to each such parcel of Leased Real Property and (iv) the current use of each such parcel of Leased Real Property. (c) Except as described in Section 8.22(c) of the Disclosure Schedules, there is no violation of any Law relating to any of the Owned Real Property that would not reasonably be expected to have a Company Material Adverse Effect, the Company or a Subsidiary of the Company owns and . SOFEDIT has either good and marketable title in fee or a valid leasehold interest, easement or other rights made available to the land, buildings, structures Sellers (to the extent in SOFEDIT's physical possession) true and other improvements thereon and fixtures thereto necessary to permit it to conduct its business as currently conducted, in complete copies of each case free and clear deed for each parcel of all Liens (except in all cases for Permitted Liens). Except as would not reasonably be expected to have a Company Material Adverse Effect and except as may be limited by the Bankruptcy and Equity Exception, all leases, Rights of Way agreements or other agreements under which the Company or any of its Subsidiaries lease, access or use any real property or real property interest are valid, binding and in full force and effect against the Company or any of its Subsidiaries Owned Real Property and, to the Knowledge extent available, for each parcel of Leased Real Property and all the title insurance policies, title reports, surveys, certificates of occupancy, environmental reports and audits, appraisals and Permits relating to the Real Property, the operations of SOFEDIT or any SOFEDIT Subsidiary thereon or any other uses thereof. Subject to all applicable leases, either SOFEDIT or a SOFEDIT Subsidiary, as the case may be, is in peaceful and undisturbed possession of each parcel of Real Property and neither SOFEDIT nor any SOFEDIT Subsidiary has executed and delivered any contractual restrictions that preclude or materially restrict the ability to use the premises for the purposes for which they are currently being used. Except as set forth in Section 8.22(c) of the CompanyDisclosure Schedules, the counterparties thereto, in accordance with their respective terms, and neither the Company SOFEDIT nor any SOFEDIT Subsidiary has leased or subleased any parcel or any portion of any parcel of Real Property to any other Person, nor has SOFEDIT or any SOFEDIT Subsidiary assigned its Subsidiaries are in default interest under any lease or sublease listed in Section 8.22(b) of such leases, Rights of Way or other agreementsthe Disclosure Schedules to any third party. (bd) Each SOFEDIT has, or has caused to be, delivered to the Sellers (to the extent in SOFEDIT's physical possession) true and complete copies of all leases and subleases listed in Section 8.22(b) of the Company Disclosure Schedules. With respect to each of such leases and its Subsidiaries has subleases: (i) such consents, easements, rights of way, permits, licenses lease or sublease represents the entire agreement between the respective landlord and other similar real property interests (collectively, “Rights of Way”) from each person as are sufficient to conduct its business as currently conducted, except for such Rights of Way the absence of which have not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and its Subsidiaries has fulfilled and performed all its material obligations tenant with respect to such Rights of Way and conducts their business property; (ii) except as otherwise disclosed in a manner that does not violate any Section 8.22(b) of the Rights Disclosure Schedules, with respect to each such lease or sublease: (A) neither SOFEDIT nor any SOFEDIT Subsidiary has received any notice of Way, and no event has occurred that would result in, or after notice or lapse of time would result in, revocation cancellation or termination thereof under such lease or would result in any impairment of the rights of the holder of any such Rights of Way, except for such revocations, terminations and impairments that have not had and would not reasonably be expected to have a Company Material Adverse Effect. All pipelines owned or operated by the Company and its Subsidiaries are subject to Rights of Way, there are no encroachments or other encumbrances on the Rights of Way that materially affect the use thereof, there are no encroachments of improvements of the Company or any of its Subsidiaries outside of the boundaries of such Rights of Way other than encroachments that have not had and would not reasonably be expected to have a Company Material Adverse Effect and there are no gaps (including any gap arising as a result of any breach by the Company or any of its Subsidiaries of the terms of any Rights of Way) in the Rights of Way other than gaps that have not had and would not reasonably be expected to have a Company Material Adverse Effect.sublease,

Real Property. (a) Schedule 5.16 includes a list of all real property owned, leased or used by COMPANY at the date hereof and all other real property, if any, used by COMPANY in the conduct of its business. Except as would not reasonably be expected set forth in Schedule 5.16 hereto, (i) All real property owned, leased or used by COMPANY is zoned for the conduct of COMPANY'S business thereon pursuant to have a Company Material Adverse Effect, the Company or a Subsidiary zoning regulations of the Company owns applicable cities, towns, villages or townships. The uses to which such real property are presently put (including the location of all buildings and other improvements thereon) comply in all material respects with the applicable provisions of such zoning regulations without the benefit of the legal non-conforming use principle of law, or other regulations of such cities, towns, villages or townships or any other governmental body. (ii) As to any real property leased, owned or used by COMPANY there are no material agreements, commitments or understandings pursuant to which COMPANY, or its successors in interest are required to dedicate any part of the real property or to grant any easement, water rights, rights-of-way, or license for ingress and egress or other use in respect to any part of the real property, whether on account of the development of adjacent or nearby real property or otherwise. Other than as provided in the leases of the real property owned by COMPANY and leased to others, except as set forth in Schedule 5.16 hereto, no person has either any material easement, license or other right whatsoever with respect to such real property. (iii) COMPANY holds good and marketable fee simple title in fee or a valid leasehold interest, easement or other rights to the land, buildings, structures real property identified on Schedule 5.16 hereto as owned by COMPANY and other improvements thereon and fixtures thereto necessary good leasehold title to permit it to conduct its business the real property identified on Schedule 5.16 as currently conductedleased or used by COMPANY, in each case free and clear of all Liens (except in all cases for Permitted Liens). Except as would not reasonably be expected to have a Company Material Adverse Effect and except as may be limited by the Bankruptcy and Equity Exceptionmaterial mortgages, all charges, claims, liens, encumbrances, leases, Rights options to purchase, rights of Way agreements or other agreements under which the Company or any first refusal, contracts of its Subsidiaries lease, access or use any real property or real property interest are valid, binding and in full force and effect against the Company or any of its Subsidiaries and, to the Knowledge of the Company, the counterparties thereto, in accordance with their respective terms, and neither the Company nor any of its Subsidiaries are in default under any of such leases, Rights of Way or other agreements. (b) Each of the Company and its Subsidiaries has such consentssale, easements, rights of way, permits, licenses reservations and other similar real property interests (collectively, “Rights of Way”) from each person as are sufficient to conduct its business as currently conductedrestrictions, except for such Rights of Way the absence of which have not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and its Subsidiaries has fulfilled and performed all its material obligations with respect to such Rights of Way and conducts their business in a manner that does not violate any of the Rights of Way, and no event has occurred that would result in, or after notice or lapse of time would result in, revocation or termination thereof or would result those matters identified in any impairment of the rights of the holder of any such Rights of Way, except for such revocations, terminations and impairments that have not had and would not reasonably be expected to have a Company Material Adverse Effecttitle reports set forth in Schedule 5.16. All pipelines owned or operated by the Company and its Subsidiaries are subject to Rights of Way, there are no encroachments or other encumbrances on the Rights of Way that materially affect the use thereof, there are no encroachments of improvements of the Company or any of its Subsidiaries outside of the boundaries No part of such Rights of Way other than encroachments that have not had and would not reasonably be expected to have a Company Material Adverse Effect and there are no gaps (including lands is affected by any gap arising as a result of restrictions imposed by any breach by the Company or any of its Subsidiaries of the terms of any Rights of Way) in the Rights of Way other than gaps that have not had and would not reasonably be expected to have a Company Material Adverse Effect.governmental authority affecting construction of

Real Property. (a) Except as would not reasonably be expected to have Section 3.12(a) of the Parent Disclosure Schedule sets forth a Company Material Adverse Effectcomplete and accurate, in all material respects, list of all of the real property owned by any Transferred Company or a any Subsidiary thereof that is material to the operation of the Company owns Business (the “Owned Real Property”). The Transferred Companies and has either good their respective Subsidiaries, as applicable, have good, valid and marketable fee simple title in fee or a valid leasehold interestto all Owned Real Property, easement or other rights to the land, buildings, structures and other improvements thereon and fixtures thereto necessary to permit it to conduct its business as currently conducted, in each case free and clear of all Liens (Liens, except in all cases for Permitted Liens). Except Neither Parent nor its Subsidiaries have received written notice of any, and to Parent’s knowledge, there is no, default under any restrictive covenants affecting the Owned Real Property and there has not occurred any event that with the lapse of time or the giving of notice or both would constitute such a default under any such restrictive covenants, except as would not reasonably be expected to have a Company Material Adverse Effect Effect. (b) Section 3.12(b) of the Parent Disclosure Schedule sets forth a complete and except as may be limited accurate, in all material respects, list of all of the real property leased by the Bankruptcy and Equity Exception, all leases, Rights of Way agreements or other agreements under which the any Transferred Company or any Subsidiary thereof that is material to the operation of the Business (the “Leased Real Property”). The Transferred Companies and their respective Subsidiaries, as applicable, have a valid leasehold or subleasehold (as applicable) interest in all Leased Real Property, free and clear of all Liens, except Permitted Liens, and complete copies of such leases and subleases (including all material modifications and amendments thereto and waivers thereunder) have been made available to Purchaser. Further, (i) all leases and subleases for the Leased Real Property under which any Transferred Company or its Subsidiaries lease, access is a lessee or use any real property or real property interest sublessee are valid, binding and in full force and effect against the Company or any of its Subsidiaries and, to the Knowledge of the Company, the counterparties thereto, and are enforceable in accordance with their respective terms, subject to the effect of any applicable Laws relating to bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance or preferential transfers, or similar Laws relating to or affecting creditors’ rights generally and subject, as to enforceability, to the effect of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), and (ii) neither the Company Parent nor any of its Subsidiaries are in has received any written notice of any, and to the knowledge of Parent there is no, material default under any of such leases, Rights of Way lease or other agreements. (b) Each of sublease affecting the Company and its Subsidiaries has such consents, easements, rights of way, permits, licenses and other similar real property interests (collectively, “Rights of Way”) from each person as are sufficient to conduct its business as currently conductedLeased Real Property, except for such Rights as in each of Way the absence of which have not had cases (i) and (ii) would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and its Subsidiaries has fulfilled and performed all its material obligations with respect to such Rights of Way and conducts their business in a manner that does not violate any of the Rights of Way, and no event has occurred that would result in, or after notice or lapse of time would result in, revocation or termination thereof or would result in any impairment of the rights of the holder of any such Rights of Way, except for such revocations, terminations and impairments that have not had and would not reasonably be expected to have a Company Material Adverse Effect. All pipelines owned or operated by the Company and its Subsidiaries are subject to Rights of Way, there are no encroachments or other encumbrances on the Rights of Way that materially affect the use thereof, there are no encroachments of improvements of the Company or any of its Subsidiaries outside of the boundaries of such Rights of Way other than encroachments that have not had and would not reasonably be expected to have a Company Material Adverse Effect and there are no gaps (including any gap arising as a result of any breach by the Company or any of its Subsidiaries of the terms of any Rights of Way) in the Rights of Way other than gaps that have not had and would not reasonably be expected to have a Company Material Adverse Effect.

Real Property. (ai) Schedule 3.6(b)(i) sets forth all real property owned by Seller Parties and primarily or exclusively used in connection with the Business (collectively, the "Owned Real Property"). Except as would set forth on Schedule 3.6(b)(i), Seller Parties have not leased or granted to any Person the right to possess or use any portion of the Owned Real Property or granted any unrecorded options, rights of first offer or rights of first refusal to purchase any of the Owned Real Property. (ii) Schedule 3.6(b)(ii) sets forth a true and complete description of all Real Property currently leased, licensed to or otherwise used or occupied (but not owned) by any Seller Party and primarily or exclusively used in connection with the Business (the Real Property required to be listed on Schedule 3.6(b)(ii), collectively, the "Leased Real Property") including, for each tract of Leased Real Property, the owner, the address, the annual fixed rental, the expiration of the term, any extension options and any security deposits. Except as set forth on Schedule 3.6(b)(ii), no Seller Party leases any Real Property or any interest in any Real Property used primarily or exclusively in connection with the Business. All of the Leased Real Property is used or occupied by a Seller Party pursuant to a written or oral lease, License or occupancy Contract, (collectively with all amendments, extensions, renewals, guaranties and other agreements with respect thereto, the "Real Property Leases"). A true and correct copy of each written Real Property Lease and a true and correct written description of the terms of each oral Real Property Lease, in each case, with respect to the Leased Real Property required to be listed on Schedule 3.6(b)(ii), has been delivered to Buyer Parties. Each Real Property Lease is valid, binding and enforceable in accordance with its terms and is in full force and effect, subject to the General Enforceability Exceptions. With respect to each Real Property Lease, except as set forth on Schedule 3.6(b)(ii), (A) there are no existing defaults or facts or circumstances requiring a Seller Party to indemnify any other Person thereunder, (B) no event has occurred which (with notice, lapse of time or both) could reasonably be expected to have constitute a Company Material Adverse Effectbreach or default by a Seller Party or, the Company or a Subsidiary of the Company owns and has either good and marketable title in fee or a valid leasehold interest, easement or other rights to the landKnowledge of Seller Parties, buildingsany other party, structures and to require a Seller Party to indemnify any other improvements thereon and fixtures thereto necessary Person thereunder or to permit it give Seller Parties or, to conduct its business as currently conductedthe Knowledge of Seller Parties, in each case free and clear of all Liens any other party the right to terminate, accelerate or modify any such Real Property Lease, (except in all cases for Permitted Liens). Except as would not reasonably be expected C) no Seller Party has subleased or assigned to have a Company Material Adverse Effect and except as may be limited by any Person the Bankruptcy and Equity Exception, all leases, Rights of Way agreements or other agreements under which the Company or any of its Subsidiaries lease, access right to possess or use any real property portion of the Leased Real Property or real property any interest are in the Real Property Leases, and (D) the transactions contemplated by this Agreement do not require the consent of any other party to such Real Property Lease, will not result in a breach or default under such Real Property Lease, and will not otherwise cause such Real Property Lease to cease to be valid, binding binding, enforceable and in full force and effect against on identical terms following the Company Closing. Except as set forth on Schedule 3.6(b)(ii), no Affiliate of a Seller Party is the owner or lessor of any Leased Real Property. Neither Seller Party has granted to any Person the right to use or occupy, and no third party is in possession of, the Leased Real Property or any of its Subsidiaries andportion thereof. Other than the Owned Real Property, to the Knowledge Leased Real Property comprises all of the Company, Real Property used primarily or exclusively in the counterparties thereto, in accordance with their respective termsBusiness, and neither no Seller Party is a party to any Contract to purchase or lease any Real Property or interest therein other than as provided in the Company nor any of its Subsidiaries are in default under any of such leases, Rights of Way or other agreementsReal Property Leases. (biii) Each There are no conditions on any parcel of the Company Real Property that (A) would be revealed by a current and its Subsidiaries has accurate survey of such consentsparcel of the Real Property, easements, rights of way, permits, licenses and other similar real property interests (collectively, “Rights of Way”B) from each person as are sufficient to conduct its business as currently conducted, except for such Rights of Way the absence of which have not had and would not reasonably be expected to or could have a Company Material Adverse Effect. Each material adverse effect on the Business or such parcel of the Company and its Subsidiaries has fulfilled and performed all its material obligations with respect to such Rights of Way and conducts their business in a manner that does not violate any of the Rights of Way, and no event has occurred that would result in, or after notice or lapse of time would result in, revocation or termination thereof or would result in any impairment of the rights of the holder of any such Rights of Way, except for such revocations, terminations and impairments that have not had and would not reasonably be expected to have a Company Material Adverse Effect. All pipelines owned or operated by the Company and its Subsidiaries are subject to Rights of Way, there are no encroachments or other encumbrances on the Rights of Way that materially affect the use thereof, there are no encroachments of improvements of the Company or any of its Subsidiaries outside of the boundaries of such Rights of Way other than encroachments that have not had and would not reasonably be expected to have a Company Material Adverse Effect and there are no gaps (including any gap arising as a result of any breach by the Company or any of its Subsidiaries of the terms of any Rights of Way) in the Rights of Way other than gaps that have not had and would not reasonably be expected to have a Company Material Adverse EffectReal Property.

Real Property. SECTION 4.22 of the Disclosure Schedule lists those parcels of real property used, occupied or operated by the Company (athe "REAL PROPERTY") Except as would not reasonably be expected and all leases, including capitalized leases, for real property used by the Company (the "REAL PROPERTY LEASES"). The Real Property and Real Property Leases are the only property of similar type used by the Company. The Company owns the Real Property in fee subject to no Liens, except for those set forth in SECTION 4.22 of the Disclosure Schedule. The Company's interest in the Real Property Leases is subject to no Liens, except for those set forth in SECTION 4.22 of the Disclosure Schedule. True and correct copies of the Real Property Leases have a Company Material Adverse Effectbeen delivered or made available to Buyer by the Company. Subject to the terms of the respective Real Property Leases, the Company or has a Subsidiary valid and subsisting leasehold estate in and the right to quiet enjoyment to the property subject thereto for the full term of the Company owns and has either good and marketable title in fee or a valid leasehold interest, easement or other rights to the land, buildings, structures and other improvements thereon and fixtures thereto necessary to permit it to conduct its business as currently conducted, in each case free and clear of all Liens (except in all cases for Permitted Liens)respective Real Property Lease. Except as would not reasonably be expected to have a Company Material Adverse Effect and except as may be limited by the Bankruptcy and Equity Exception, all leases, Rights of Way agreements or other agreements under which the Company or any of its Subsidiaries lease, access or use any real property or real property interest The Real Property Leases are valid, binding and in full force and effect against adequate and suitable for the conduct of the business of the Company or any of its Subsidiaries and, to the Knowledge of the Company, the counterparties thereto, and are enforceable in accordance with their respective terms, and neither except as such enforceability may be subject to or limited by bankruptcy, insolvency, reorganization or other similar Laws, now or hereafter in effect, affecting the enforcement of creditors' rights generally. The Company nor has not assigned, pledged, mortgaged, hypothecated or otherwise transferred any Real Property Lease. The Company has not sublet all or any portion of its Subsidiaries are in any Leased Real Property. The Company has not received any written notice of default under any of such leasesReal Property Lease, Rights of Way and to the Company's knowledge there is no material default by any tenant or other agreements. (b) Each of the Company and its Subsidiaries has such consents, easements, rights of way, permits, licenses and other similar real property interests (collectively, “Rights of Way”) from each person as are sufficient to conduct its business as currently conducted, except for such Rights of Way the absence of which have not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and its Subsidiaries has fulfilled and performed all its material obligations with respect to such Rights of Way and conducts their business in a manner that does not violate landlord under any of the Rights of WayReal Property Lease, and no event has occurred that would result inor failed to occur which, with the giving of notice or the passage of time, or after notice both, would constitute a material default under any Real Property Lease. No portion of any parcel of Real Property or lapse real property subject to a Real Property Lease is located in an area designated as a flood zone by any governmental entity, except to the extent such property is adequately insured by a policy of time would result inflood insurance. The buildings, revocation or termination thereof or would result in any impairment structures, facilities, fixtures and other improvements located on the Real Property and the Real Property are adequate and suitable for the conduct of the rights business of the holder of any such Rights of Way, except for such revocations, terminations and impairments that have not had and would not reasonably be expected to have a Company Material Adverse Effect. All pipelines owned or operated by the Company and its Subsidiaries are subject to Rights of Wayin good working order and condition, there are no encroachments or other encumbrances on the Rights of Way that materially affect the use thereof, there are no encroachments of improvements of the Company or any of its Subsidiaries outside of the boundaries of such Rights of Way other than encroachments that have not had ordinary wear and would not reasonably be expected to have a Company Material Adverse Effect and there are no gaps (including any gap arising as a result of any breach by the Company or any of its Subsidiaries of the terms of any Rights of Way) in the Rights of Way other than gaps that have not had and would not reasonably be expected to have a Company Material Adverse Effecttear excepted.

Real Property. (a) Except Section 4.14(a) of the Company Disclosure Schedule sets forth a complete and accurate list of all real property owned by the Transferred Entities (the “Owned Real Property”). The applicable Transferred Entities have fee simple or comparable valid title to all Owned Real Property, free and clear of all Liens, except Permitted Liens. The Company has made or will make available to Purchaser copies of any title insurance policies currently insuring the Owned Real Property and copies of the most recent (if any surveys of the same. With respect to each parcel of Owned Real Property: (i) the Company has not leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof; (ii) other than the right of Purchaser pursuant to this Agreement, there are no outstanding options, rights of first offer or rights of first refusal to purchase such Owned Real Property or any portion thereof or interest therein; and (iii) there are no pending, or to the knowledge of the Company, any threatened, condemnation proceedings relating to the Owned Real Property or the Leased Real Property or other matters adversely affecting the current use, occupancy or value thereof. (b) Section 4.14(b) of the Company Disclosure Schedule sets forth a complete and accurate list of all of the real property leased, subleased, licensed or otherwise occupied by any Transferred Entity, including all amendments, extensions, renewals and guaranties (the “Leased Real Property”). The applicable Transferred Entities have a valid leasehold or subleasehold (as applicable) interest in all Leased Real Property, free and clear of all Liens, except Permitted Liens. The Transferred Entities have not received since the Lookback Date any notice of any, and to the knowledge of the Company there is no, material default by the Transferred Entities or respective landlord under any such lease or sublease affecting the Leased Real Property. Subject to the Bankruptcy and Equity Exception, all leases and subleases for the Leased Real Property under which any Transferred Entity is a lessee or sublessee are in full force and effect and are enforceable in accordance with their respective terms, except as would not reasonably be expected to have a Company Material Adverse Effecthave, the Company individually or a Subsidiary of the Company owns and has either good and marketable title in fee or a valid leasehold interest, easement or other rights to the land, buildings, structures and other improvements thereon and fixtures thereto necessary to permit it to conduct its business as currently conducted, in each case free and clear of all Liens (except in all cases for Permitted Liens). Except as would not reasonably be expected to have a Company Material Adverse Effect and except as may be limited by the Bankruptcy and Equity Exception, all leases, Rights of Way agreements or other agreements under which the Company or any of its Subsidiaries lease, access or use any real property or real property interest are valid, binding and in full force and effect against the Company or any of its Subsidiaries and, to the Knowledge of the Company, the counterparties thereto, in accordance with their respective terms, and neither the Company nor any of its Subsidiaries are in default under any of such leases, Rights of Way or other agreements. (b) Each of the Company and its Subsidiaries has such consents, easements, rights of way, permits, licenses and other similar real property interests (collectively, “Rights of Way”) from each person as are sufficient to conduct its business as currently conducted, except for such Rights of Way the absence of which have not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and its Subsidiaries has fulfilled and performed all its material obligations with respect to such Rights of Way and conducts their business in a manner that does not violate any of the Rights of Way, and no event has occurred that would result in, or after notice or lapse of time would result in, revocation or termination thereof or would result in any impairment of the rights of the holder of any such Rights of Way, except for such revocations, terminations and impairments that have not had and would not reasonably be expected to have a Company Material Adverse Effect. All pipelines owned or operated by the Company and its Subsidiaries are subject to Rights of Way, there are no encroachments or other encumbrances on the Rights of Way that materially affect the use thereof, there are no encroachments of improvements of the Company or any of its Subsidiaries outside of the boundaries of such Rights of Way other than encroachments that have not had and would not reasonably be expected to have a Company Material Adverse Effect and there are no gaps (including any gap arising as a result of any breach by the Company or any of its Subsidiaries of the terms of any Rights of Way) in the Rights of Way other than gaps that have not had and would not reasonably be expected to have aggregate, a Company Material Adverse Effect.

Real Property. (ai) Except With respect to the real property owned by the Company or its Subsidiaries (the “Owned Real Property”), except as would not reasonably be expected to have have, individually or in the aggregate, a Company Material Adverse Effect, the Company or a Subsidiary one of the Company owns and its Subsidiaries, as applicable, has either good and marketable valid title in fee or a valid leasehold interest, easement or other rights to the landOwned Real Property, buildings, structures and other improvements thereon and fixtures thereto necessary to permit it to conduct its business as currently conducted, in each case free and clear of all Liens (any Encumbrance, except in all cases for Permitted LiensEncumbrances. (ii) With respect to the real property leased or subleased to the Company or its Subsidiaries (the “Leased Real Property”). Except , except as would not reasonably be expected to have have, individually or in the aggregate, a Company Material Adverse Effect Effect, the lease or sublease for such Leased Real Property is valid, legally binding, enforceable and except as may be limited by in full force and effect, subject to the Bankruptcy and Equity Exception, all leases, Rights of Way agreements or other agreements under which the Company or any of its Subsidiaries lease, access or use any real property or real property interest are valid, binding and in full force and effect against the Company or any of its Subsidiaries and, to the Knowledge of the Company, the counterparties thereto, in accordance with their respective terms, and neither the Company nor any of its Subsidiaries are in default under any of such leases, Rights of Way or other agreements. (b) Each of the Company and its Subsidiaries has such consents, easements, rights of way, permits, licenses and other similar real property interests (collectively, “Rights of Way”) from each person as are sufficient to conduct its business as currently conducted, except for such Rights of Way the absence of which have not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and its Subsidiaries has fulfilled and performed all its material obligations with respect to such Rights of Way and conducts their business in a manner that does not violate any of the Rights of Way, and no event has occurred that would result in, or after notice or lapse of time would result in, revocation or termination thereof or would result in any impairment of the rights of the holder of any such Rights of Way, except for such revocations, terminations and impairments that have not had and would not reasonably be expected to have a Company Material Adverse Effect. All pipelines owned or operated by the Company and its Subsidiaries are subject to Rights of Way, there are no encroachments or other encumbrances on the Rights of Way that materially affect the use thereof, there are no encroachments of improvements none of the Company or any of its Subsidiaries outside is in breach of or default under such lease or sublease. (iii) As used in this Agreement, the term “Permitted Encumbrance” means (A) specified Encumbrances described in Section 5.1(k)(iii) of the boundaries Company Disclosure Schedule; (B) Encumbrances for Taxes or other governmental charges, assessments or claims of payment not yet due and payable or being contested in good faith or for which adequate reserves have been established in accordance with U.S. GAAP prior to the date of this Agreement; (C) mechanics’, carriers’, workmen’s, warehousemen’s, repairmen’s, materialmen’s or other like Encumbrances arising or incurred in the ordinary course of business; (D) Encumbrances securing payment, or any obligation, with respect to outstanding Indebtedness incurred in connection with the purchase of Owned Real Property so long as there is no event of default under such Indebtedness; (E) pledges or deposits under workmen’s compensation Laws, unemployment insurance Laws or similar legislation, or good-faith deposits in connection with bids, tenders, contracts (other than for the payment of Indebtedness) or leases to which such entity is a party, or deposits to secure public or statutory obligations of such entity or to secure or appeal bonds to which such entity is a party, or deposits as security for contested Taxes, in each case incurred or made in the ordinary course of business; (F) non-exclusive licenses of Intellectual Property Rights granted in the ordinary course of Way business; (G) zoning or other than encroachments restrictions as to the use of the affected real property that have do not had and would not reasonably be expected in the aggregate materially affect the value of the property or materially impair its use, or (H) Encumbrances to have a Company Material Adverse Effect and there are no gaps (including any gap arising as a result the extent disclosed or reflected on the consolidated balance sheet of any breach by the Company for the quarterly period ended May 31, 2016 (or any of its Subsidiaries of the terms of any Rights of Way) in the Rights of Way other than gaps that have not had and would not reasonably be expected to have a Company Material Adverse Effectnotes thereto).

Real Property. As of the Closing Date, (ai) Except Schedule 3.05(b) contains a true and complete list of each interest in Real Property owned by any Company and describes the type of interest therein held by such Company. Schedule 3.05(b) contains a true and complete list of each Real Property leased, subleased or otherwise occupied or utilized by any Company, as would lessee, sublessee, franchisee or licensee, and describes the type of interest therein held by such Company and whether such lease, sublease or other instrument requires the consent of the landlord thereunder or other parties thereto to the Transactions. (ii) The Real Property and the current use thereof complies in all material respects with (i) all applicable Requirements of Law (including building and zoning ordinances and codes), and the Borrower or the relevant Company is not an illegal user of such Real Property, and (ii) all insurance requirements of this Agreement, in each case, except where noncompliance could not reasonably be expected to have a Company Material Adverse Effect. (iii) No Casualty Event has been commenced or, to the Company best knowledge of Borrower and the Companies, is contemplated with respect to all or any portion of any material Real Property or for any materially adverse relocation of roadways providing access to such Real Property other than a Subsidiary Casualty Event relating to Real Property that has been restored, replaced or rebuilt. (iv) There are no current, pending or, to the best knowledge of Borrower and the Company owns and has either good and marketable title in fee or a valid leasehold interestCompanies, easement proposed special or other rights assessments for public improvements or otherwise affecting any Mortgaged Real Properties, nor are there any contemplated improvements to the land, buildings, structures and such Mortgaged Real Properties that may result in such special or other improvements thereon and fixtures thereto necessary to permit it to conduct its business as currently conductedassessments, in each case free case, other than such assessments that will be paid prior to delinquency. (v) Neither the Borrower nor the Companies have suffered, permitted or initiated the joint assessment of any Mortgaged Real Property with any other real property constituting a separate tax lot that would interfere with the legal foreclosure of such Mortgaged Real Property independent of any property that is not a Mortgaged Real Property. All owned Real Property is comprised of one or more parcels, each of which or such parcels together constitutes a separate tax lot and clear none of which constitutes a portion of any other tax lot. (vi) Each of the Borrower and the Companies has obtained all material permits (including assembly permits), licenses, variances and certificates required by Requirements of Law to be obtained by such Person and necessary to the use and operation of the Mortgaged Real Properties for the purposes for which they are currently used. Each of the Borrower and the Companies has obtained all permits (including assembly permits), licenses, variances and certificates required by Requirements of Law to be obtained by such Person and necessary to the use and operation of Real Property other than Mortgaged Real Properties except to the extent that the failure to obtain such permits, licenses, variances and certificates could not, in the aggregate, reasonably be expected to have a Material Adverse Effect. The use being made of all Liens Real Property is in material conformity with the certificate of occupancy and/or such other permits, licenses, variances and certificates for such Real Property and any other reciprocal easement agreements, restrictions, covenants or conditions affecting such Real Property. (vii) Except for maintenance and repairs in the ordinary course of business or as set forth on Schedule 3.05(b), to the best knowledge of Borrower and the Companies, all Real Property owned by Loan Parties is free from structural defects and all building systems contained therein are in good working order and condition, ordinary wear and tear excepted, suitable for the purposes for which they are currently being used. (viii) No Person other than the Companies has any possessory interest in any Real Property or right to occupy any Real Property except for leases, subleases and concessions (i) in all cases for Permitted Liens)the ordinary course of business and (ii) on terms no less favorable to the Companies than terms that were available to unaffiliated parties in the market generally at the time entered into. There are no outstanding options to purchase or rights of first refusal or restrictions on transferability affecting any owned Real Property. (ix) Except as would could not reasonably be expected to have a Company Material Adverse Effect material adverse effect on the affected Property, (i) all Real Property has adequate rights of access to public ways to permit the Real Property to be used for its intended purpose and except as may be limited is served by operating and adequate water, electric, telephone, sewer, sanitary sewer and storm drain facilities, (ii) all public utilities necessary to the Bankruptcy continued use and Equity Exceptionenjoyment of the Real Property and the Companies have the legal right to the continued use thereof, (iii) all leases, Rights roads necessary for the full utilization of Way the Real Property for its current purpose have been completed and dedicated to public use and accepted by all Governmental Authorities or are the subject of access easements for the benefit of such Real Property and (iv) all reciprocal easement agreements or other agreements under which the Company or affecting any of its Subsidiaries lease, access or use any real property or real property interest Real Property are valid, binding and in full force and effect against and no Company is aware of any defaults thereunder. Except for public streets and sidewalks and other non-material parcels in respect of which any further discontinuance of use or occupying would not materially interfere with the value or utility of adjacent or nearby Real Property, no Company uses or occupies any real property other than such Real Property in connection with the use and operation of its Subsidiaries and, to the Knowledge of the Company, the counterparties thereto, in accordance with their respective terms, and neither the Company nor any of its Subsidiaries are in default under any of such leases, Rights of Way or other agreementsReal Property. (bx) No building or structure constituting Real Property or any appurtenance thereto or equipment thereon, or the use, operation or maintenance thereof, violates any restrictive covenant or encroaches on any easement or on any property owned by others, which violation or encroachment materially interferes with the use or could materially adversely affect the value of such building, structure or appurtenance or which encroachment is necessary for the operation of the business at any Real Property. All buildings, structures, appurtenances and equipment necessary for the use of each Mortgaged Real Property for the purpose for which it is currently being used are located on the real property encumbered by such Mortgage. (xi) Each parcel of Real Property, including each lease, has adequate available parking to meet legal and operating requirements (after taking into account reciprocal easement agreements and other easements on adjoining or nearby land). (xii) No portion of the Company Real Property owned by a Loan Party has suffered any material damage by fire or other material casualty loss that has not heretofore been substantially repaired and restored to its Subsidiaries has such consents, easements, rights of way, permits, licenses and other similar real property interests (collectively, “Rights of Way”) from each person as are sufficient to conduct its business as currently conducted, except for such Rights of Way the absence of which have not had and would not reasonably be expected to have a Company Material Adverse Effectoriginal condition. Each No portion of the Company and its Subsidiaries Real Property owned by a Loan Party (other than the Real Property located in Willimantic, Connecticut for which Borrower has fulfilled and performed all its material obligations with respect to such Rights of Way and conducts their business flood insurance) is located in a manner that does not violate special flood hazard area as designated by any of the Rights of Way, and no event has occurred that would result in, or after notice or lapse of time would result in, revocation or termination thereof or would result in any impairment of the rights of the holder of any such Rights of Way, except for such revocations, terminations and impairments that have not had and would not reasonably be expected to have a Company Material Adverse Effect. All pipelines owned or operated by the Company and its Subsidiaries are subject to Rights of Way, there are no encroachments or other encumbrances on the Rights of Way that materially affect the use thereof, there are no encroachments of improvements of the Company or any of its Subsidiaries outside of the boundaries of such Rights of Way other than encroachments that have not had and would not reasonably be expected to have a Company Material Adverse Effect and there are no gaps (including any gap arising as a result of any breach by the Company or any of its Subsidiaries of the terms of any Rights of Way) in the Rights of Way other than gaps that have not had and would not reasonably be expected to have a Company Material Adverse Effectfederal governmental authorities.

Real Property. (a) Except as would not reasonably be expected to have a Company Material Adverse Effect, the Company or a Subsidiary The members of the Company owns Commercial Air Group do not own any real property and have not owned any Canadian real property at any time in the sixty (60) months prior to Closing. (b) Section 3.12(b) of the Seller Disclosure Schedule sets forth a complete and accurate list of (i) real property that the members of the Commercial Air Group use or occupy or as of the Closing Date will use or occupy or have the right to use or occupy (other than any such real property that is primarily used by Seller and its Affiliates for purposes other than the Business) (the “Leased Real Property”) and (ii) the leases, subleases, licenses and occupancy agreements by or under which the members of the Commercial Air Group use or occupy or as of the Closing Date will use or occupy or have the right to use or occupy any Leased Real Property, and all amendments, renewals and extensions thereof (the “Real Property Leases”). Seller has either good made available to Purchaser true and marketable title complete copies of all Real Property Leases. The members of the Commercial Air Group have, or as of Closing will have, a leasehold or subleasehold (as applicable) interest in fee or a valid leasehold interestall Leased Real Property, easement or other rights to the land, buildings, structures and other improvements thereon and fixtures thereto necessary to permit it to conduct its business as currently conducted, in each case free and clear of all Liens (Liens, except in all cases for Permitted Liens). Except as would not reasonably be expected material to have a Company Material Adverse Effect and except as may be limited by the Bankruptcy and Equity Exceptionoperation of the Business, all leases, Rights of Way agreements or other agreements under which the Company or any of its Subsidiaries lease, access or use any real property or real property interest Real Property Leases are valid, binding and in full force and effect against the Company or any of its Subsidiaries and, to the Knowledge of the Company, the counterparties thereto, and are enforceable in accordance with their respective terms, subject to the effect of any applicable Laws relating to bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance or preferential transfers, or similar Laws relating to or affecting creditors’ rights generally and neither subject, as to enforceability, to the Company nor effect of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at Law). Seller has not received any written notice of its Subsidiaries are in any, and to the Knowledge of Seller there is no, material default under any of such leases, Rights of Way lease or other agreementssublease affecting the Leased Real Property. (b) Each of the Company and its Subsidiaries has such consents, easements, rights of way, permits, licenses and other similar real property interests (collectively, “Rights of Way”) from each person as are sufficient to conduct its business as currently conducted, except for such Rights of Way the absence of which have not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and its Subsidiaries has fulfilled and performed all its material obligations with respect to such Rights of Way and conducts their business in a manner that does not violate any of the Rights of Way, and no event has occurred that would result in, or after notice or lapse of time would result in, revocation or termination thereof or would result in any impairment of the rights of the holder of any such Rights of Way, except for such revocations, terminations and impairments that have not had and would not reasonably be expected to have a Company Material Adverse Effect. All pipelines owned or operated by the Company and its Subsidiaries are subject to Rights of Way, there are no encroachments or other encumbrances on the Rights of Way that materially affect the use thereof, there are no encroachments of improvements of the Company or any of its Subsidiaries outside of the boundaries of such Rights of Way other than encroachments that have not had and would not reasonably be expected to have a Company Material Adverse Effect and there are no gaps (including any gap arising as a result of any breach by the Company or any of its Subsidiaries of the terms of any Rights of Way) in the Rights of Way other than gaps that have not had and would not reasonably be expected to have a Company Material Adverse Effect.

Real Property. (a) Except as would Company does not reasonably be expected to have a Company Material Adverse Effect, the Company or a Subsidiary of the Company owns and has either good and marketable title in fee or a valid leasehold interest, easement or other rights to the land, buildings, structures and other improvements thereon and fixtures thereto necessary to permit it to conduct its business as currently conducted, in each case free and clear of all Liens (except in all cases for Permitted Liens). Except as would not reasonably be expected to have a Company Material Adverse Effect and except as may be limited by the Bankruptcy and Equity Exception, all leases, Rights of Way agreements or other agreements under which the Company or any of its Subsidiaries lease, access or use own any real property in connection with the Business. Schedule 1.2(a) of the Disclosure Schedule sets forth all Leased Real Property used or real property interest occupied by Company in operating the Business. To the best of the Company’s knowledge, there are valid, binding and now in full force and effect against duly issued certificates of occupancy permitting the Company or any of its Subsidiaries and, Leased Real Property and improvements located thereon to be legally used and occupied as the Knowledge same are now constituted. To the best of the Company’s knowledge, all of the counterparties theretoLeased Real Property has permanent rights of access to dedicated public highways. To the best of the Company’s knowledge, in accordance with their respective termsno fact or condition exists which would prohibit or adversely affect the ordinary rights of access to and from the Leased Real Property from and to the existing highways and roads and there is no pending or threatened restriction or denial, governmental or otherwise, upon such ingress and neither egress. To the Company nor best of the Company’s knowledge, there is not (i) any claim of adverse possession or prescriptive rights involving any of its Subsidiaries are in default under the Leased Real Property, (ii) any structure located on any Leased Real Property which encroaches on or over the boundaries of neighboring or adjacent properties or (iii) any structure of any other party which encroaches on or over the boundaries of any of such leasesLeased Real Property. To the best of Company’s knowledge, Rights none of Way the Leased Real Property is located in a flood plain, flood hazard area, wetland or lakeshore [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. erosion area within the meaning of any Law. To the best of the Company’s knowledge, no public improvements have been commenced and none are planned which in either case may result in special assessments against or otherwise materially adversely affect any Leased Real Property. Company has no notice or knowledge of any (i) planned or proposed increase in assessed valuations of any Leased Real Property, (ii) governmental agency or court order requiring repair, alteration, or correction of any existing condition affecting any Leased Real Property or the systems or improvements thereat, (iii) condition or defect which could give rise to an order of the sort referred to in “(ii)” above, or (iv) underground storage tanks, or any structural, mechanical, or other agreementsdefects of material significance affecting any Leased Real Property or the systems or improvements thereat (including, but not limited to, inadequacy for normal use of mechanical systems or disposal or water systems at or serving the Leased Real Property). (b) Each of the Company and its Subsidiaries has such consents, easements, rights of way, permits, licenses and other similar real property interests (collectively, “Rights of Way”) from each person as are sufficient to conduct its business as currently conducted, except for such Rights of Way the absence of which have not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and its Subsidiaries has fulfilled and performed all its material obligations with respect to such Rights of Way and conducts their business in a manner that does not violate any of the Rights of Way, and no event has occurred that would result in, or after notice or lapse of time would result in, revocation or termination thereof or would result in any impairment of the rights of the holder of any such Rights of Way, except for such revocations, terminations and impairments that have not had and would not reasonably be expected to have a Company Material Adverse Effect. All pipelines owned or operated by the Company and its Subsidiaries are subject to Rights of Way, there are no encroachments or other encumbrances on the Rights of Way that materially affect the use thereof, there are no encroachments of improvements of the Company or any of its Subsidiaries outside of the boundaries of such Rights of Way other than encroachments that have not had and would not reasonably be expected to have a Company Material Adverse Effect and there are no gaps (including any gap arising as a result of any breach by the Company or any of its Subsidiaries of the terms of any Rights of Way) in the Rights of Way other than gaps that have not had and would not reasonably be expected to have a Company Material Adverse Effect.

Real Property. (a) Except as would not reasonably be expected to have a Company Material Adverse EffectThe real property described in Sections 4.13(a) and 4.13(b) of the Disclosure Letter constitutes all of the real property used or held for use by any Seller in the Business, including the Facilities (collectively, the Company or a Subsidiary “Real Property”). Except for the Leased Real Property, Sellers own fee simple title to all of the Company owns Real Property, free and has either good clear of any Lien, other than Permitted Liens and marketable title Liens set forth in fee or a valid leasehold interest, easement or other rights Section 4.13(a) of the Disclosure Letter (the “Owned Real Property”). Pursuant to the land▇▇▇▇▇▇▇ Lease (as defined herein), buildingsat Closing, structures and other improvements thereon and fixtures thereto necessary to permit it to conduct its business as currently conductedBuyer will be vested, in each case free and clear of all Liens (except Permitted Liens and Liens set forth in all cases for Permitted Liens)Section 4.13(a) of the Disclosure Letter, with a valid leasehold interest in Owned Real Property comprising the ▇▇▇▇▇▇▇ Facility. Except as would not reasonably be expected set forth in Section 4.13(a) of the Disclosure Letter, no Seller has granted to have a Company Material Adverse Effect and except as may be limited by the Bankruptcy and Equity Exceptionany Affiliate, all leases, Rights of Way agreements or other agreements under which the Company or any business unit or line of its Subsidiaries leasebusiness of any Seller (other than the Business), access or any other Person any right to occupy or use any real property or real property interest are valid, binding and in full force and effect against the Company or any of its Subsidiaries and, to the Knowledge of the Company, the counterparties thereto, in accordance with their respective terms, and neither the Company nor any of its Subsidiaries are in default under any of such leases, Rights of Way or other agreementsReal Property. (b) Each Section 4.13(b) of the Company and its Subsidiaries has such consents, easements, rights of way, permits, licenses and other similar Disclosure Letter sets forth all real property interests that is leased by any Seller for use in the Business (collectivelythe “Leased Real Property”), “Rights of Way”) from each person as are sufficient to conduct its business as currently conducted, except for such Rights of Way including the absence of which have not had and would not reasonably be expected to have a Company Material Adverse Effect. Each name of the Company applicable landlord, current rental amount and its Subsidiaries expiration dates of the relevant leases. The applicable Seller holds a valid and subsisting leasehold interest in such Leased Real Property, free and clear of any Lien except Permitted Liens. At Closing, Buyer will be vested, free and clear of all Liens except Permitted Liens, with a valid leasehold interest in the Leased Real Property comprising the San Diego Facility, and, pursuant to the Perris Sublease (as defined herein), a valid subleasehold interest in the Perris Facility. (c) Except as set forth in Section 4.13(c) of the Disclosure Letter hereto, no Seller has fulfilled and performed all its received notice in writing of any material obligations non-recurring Taxes or assessments with respect to such Rights any Real Property, nor that any thereof is under consideration by any Governmental Authority. (d) Except as set forth in Section 4.13(d) of Way the Disclosure Letter hereto, since December 31, 2011: (i) no buildings, structures or other Improvements have been erected and conducts their business in a manner that does not violate no structural additions to existing buildings, structures or other Improvements have been made on the Real Property; and (ii) there has been no fire, flood or other casualty to any of the Rights buildings, structural additions or other Improvements on the Real Property requiring any repair or restoration that changed the footprint or the height of Waysuch buildings, structural additions or other improvements. (e) Except as set forth in Section 4.13(e) of the Disclosure Letter: (i) no Real Property encroaches on, or is encroached on by, the property owned by any other Person; (ii) there is no basis for any dispute regarding the location of any boundary line of any Real Property; and (iii) there is no encroachment or alleged encroachment by an Improvement onto any real property of, or any area subject to any easement held by, any other Person, nor has any Seller received any notice alleging any encroachment or boundary dispute. No Seller is, and no event Seller has occurred that would result inever been, or after notice or lapse of time would result in, revocation or termination thereof or would result in breach in any impairment of the rights of the holder of any such Rights of Way, except for such revocations, terminations and impairments that have not had and would not reasonably be expected to have a Company Material Adverse Effect. All pipelines owned or operated by the Company and its Subsidiaries are subject to Rights of Way, there are no encroachments or other encumbrances on the Rights of Way that materially affect the use thereof, there are no encroachments of improvements of the Company or any of its Subsidiaries outside of the boundaries of such Rights of Way other than encroachments that have not had and would not reasonably be expected to have a Company Material Adverse Effect and there are no gaps (including any gap arising as a result of any breach by the Company or any of its Subsidiaries material respect of the terms of an easement with respect to any Rights of Waythe Real Property or the conduct of the Business. (f) None of the Real Property is subject to any pending or threatened condemnation, eminent domain, expropriation or rezoning proceeding. Except as set forth in Section 4.13(f) of the Disclosure Letter, the Real Property and the current use thereof complies with all restrictive covenants and Applicable Laws, including subdivision, municipal, zoning or building ordinances or codes, use and occupancy restrictions, in each case, without reliance on any “grandfather” clauses or exceptions for permitted, non-conforming uses, and no Seller has received notice of any allegation to the contrary. (g) Except as set forth in Section 4.13(g) of the Disclosure Letter, no Seller is indebted to any contractor, laborer, mechanic, materialman, architect, engineer or any other Person for work, labor or services performed or rendered, or for materials supplied or furnished, in connection with the Real Property for which any such Person could claim a Lien against the Real Property or any other Purchased Assets. (h) No portion of the Real Property is located within any Special Flood Hazard Area designated by the U.S. Federal Emergency Management Agency, or in any area designated as a flood plain or in a similar designation by any Governmental Authority; no portion of the Real Property meets the definition of “wetlands” codified at 40 C.F.R. part 230.3(t), or has been similarly designated by any Governmental Authority; and no portion of the Real Property constitutes “wetlands” that have been filled, whether or not pursuant to appropriate Permits. (i) No portion of the Real Property is subject to any classification, designation or preliminary determination of any Governmental Authority, or pursuant to any Applicable Law, which would restrict the use, development, occupancy or operation of such Real Property, including any designation or classification as an archeological site, any classification or determination under the U.S. Endangered Species Act or any comparable Applicable Law, or any designation as a historical, heritage or cultural site. (j) Except as set forth in Section 4.13(j) of the Disclosure Letter, the Improvements located on or annexed to the Real Property are in reasonable order and repair, ordinary wear and tear excepted and are in good and safe condition, free from material defects. (k) Except as set forth in Section 4.13(k) of the Disclosure Letter, none of the Real Property is subject to any use, development or occupancy restrictions (except those imposed by applicable zoning and subdivision laws and regulations), Taxes or utility “tap-in” fees (except those generally applicable throughout the tax district in which such Real Property is located), or charges or restrictions, whether existing of record or arising by operation of law, unrecorded or unregistered agreement or the passage of time or otherwise (other than the Permitted Exceptions). (l) All Leased Real Property is in the Rights condition required under the applicable lease for surrender of Way other than gaps that such property at the expiration or termination of such lease, subject to removal of Seller’s property thereat and repair of any damage caused by such removal. (m) Sellers have not had previously delivered to Buyer true and would not reasonably be expected correct copies of all surveys, plans, specifications, engineering and mechanical data in its possession relating to have a Company Material Adverse Effectthe Real Property.

Real Property. (a) Except as would not reasonably be expected to have a Company Material Adverse Effectset forth in Section 5.1(l) of the Disclosure Schedule, the Company Purchased Facility and the PDX Facility are the only real property owned or a Subsidiary leased by the Seller that are used by the Seller as of the Company owns Effective Date in connection with plant traits research and development. EPS or Agrinomics has either good and marketable title in fee or a valid leasehold interest, easement or other rights simple to the landPurchased Facility, buildings, structures and other improvements thereon and fixtures thereto necessary to permit it to conduct its business as currently conducted, in each case free and clear of all Liens (Encumbrances, except in all cases for Permitted Liens)Encumbrances. Except as would not reasonably be expected to have a Company Material Adverse Effect and except as may be limited by the Bankruptcy and Equity Exception, all leases, Rights of Way agreements or other agreements under which the Company or any of its Subsidiaries lease, access or use any real property or real property interest are valid, binding and The PDX Facility Lease is in full force and effect against the Company or any of its Subsidiaries andeffect, and there exists no default under such lease by EPS or, to the Knowledge knowledge of the CompanySeller, the counterparties any other party thereto, in accordance with their respective terms, and neither the Company nor any of its Subsidiaries are in default under any of such leasesevent which, Rights of Way or other agreements. (b) Each of the Company and its Subsidiaries has such consents, easements, rights of way, permits, licenses and other similar real property interests (collectively, “Rights of Way”) from each person as are sufficient to conduct its business as currently conducted, except for such Rights of Way the absence of which have not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and its Subsidiaries has fulfilled and performed all its material obligations with respect to such Rights of Way and conducts their business in a manner that does not violate any of the Rights of Way, and no event has occurred that would result in, or after notice or lapse of time or both, would result inconstitute a default thereunder by EPS or, revocation or termination thereof or would result in any impairment to the knowledge of the rights Seller, any other party thereto. Neither the Purchased Facility nor the PDX Facility is subject to any governmental decree or order to be sold or is being condemned, expropriated or otherwise taken by any public authority with or without payment of compensation therefore, nor, to the knowledge of the holder of Seller, has any such Rights of Waycondemnation, except for such revocations, terminations and impairments that have not had and would not reasonably be expected to have a Company Material Adverse Effectexpropriation or taking been proposed. All pipelines owned or operated by the Company and its Subsidiaries are subject to Rights of Way, there There are no encroachments contractual or legal restrictions, other encumbrances on than those set forth in the Rights of Way PDX Facility [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. Lease, that materially affect preclude or restrict the use thereof, there are no encroachments of improvements ability of the Company Purchaser to use the Purchased Facility or any of its Subsidiaries outside of the boundaries of such Rights of Way other than encroachments that have not had and would not reasonably be expected to have a Company Material Adverse Effect PDX Facility for the purposes for which they are currently being used, and there are no gaps (including any gap arising as a result of any breach by latent defects or adverse physical conditions affecting the Company Purchased Facility or any of its Subsidiaries the PDX Facility, or improvements thereon. As of the terms Effective Date and except as otherwise provided in Section 6.1(c) of any Rights of Way) the Contract Research Agreement, the PDX Facility, the Purchased Facility and the Purchased Operative Assets are in good working order and are sufficient for EPS to fulfill its obligations under the Contract Research Agreement as contemplated in the Rights Research Plan in effect as of Way other than gaps that have not had and would not reasonably be expected to have a Company Material Adverse Effectthe Effective Date.

Real Property. (a) Subject to the immediately succeeding sentence, Section 4.13(a) of the Company Disclosure Letter lists the common street address for all real property owned by the Company or any Company Subsidiary in fee as of the date hereof, and the Company Subsidiary owning such real property (such real property interests are, as the context may require, individually or collectively referred to as the “Owned Real Property”), including any Owned Real Property which is subject to a mortgage (as the context may require, individually or collectively, the “Mortgaged Property”). Except as would not not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, the Company or a Company Subsidiary of the Company owns and has either good and marketable fee simple title in fee or a valid leasehold interest, easement or other rights to the land, buildings, structures and other improvements thereon and fixtures thereto necessary to permit it to conduct its business as currently conductedall Owned Real Property, in each case free and clear of all Liens (except in all cases for Permitted Liens). Except as would not reasonably be expected to have a Company Material Adverse Effect and except as may be limited by the Bankruptcy and Equity Exception, all leases, Rights of Way agreements or other agreements under which the Company or any of its Subsidiaries lease, access or use any real property or real property interest are valid, binding and in full force and effect against the Company or any of its Subsidiaries and, to the Knowledge of the Company, the counterparties thereto, in accordance with their respective terms, and neither the Company nor any of its Subsidiaries are in default under any of such leases, Rights of Way or other agreements. (b) Each Subject to the immediately succeeding sentence, Section 4.13(b) of the Company and its Subsidiaries has such consents, easements, rights of way, permits, licenses and other similar Disclosure Letter lists the common street address for all real property interests in which the Company or a Company Subsidiary holds as a lessee or sublessee a leasehold, sublease, or other occupancy interest, including a ground lease interest (as the context may require, individually or collectively, the “Rights of WayCompany Leased Real Property”), each lease, sublease or other occupancy agreement, including each ground lease, for such real property pursuant to which the Company or a Company Subsidiary holds as a lessee or sublessee a leasehold or sublease interest, including each amendment, guaranty or any other agreement relating thereto (“Company Leases”) from each person and the Company or the applicable Company Subsidiary holding such leasehold or sublease interest. Except as are sufficient to conduct its business as currently conductedwould not, except for such Rights of Way individually or in the absence of which have not had and would not aggregate, reasonably be expected to have a Company Material Adverse Effect, the Company or a Company Subsidiary holds a valid leasehold, subleasehold or other occupancy interest as a lessee, sublessee or occupant in the Company Leased Real Property free and clear of all Liens except for Permitted Liens. Each True and complete copies of the Company Leases in effect as of the date of this Agreement have been made available to NXDT. (c) Section 4.13(c)(i) of the Company Disclosure Letter discloses, as of the date hereof, the budgeted operating expenses of the Company and its the Company Subsidiaries has fulfilled through December 31, 2024 (the “Operating Expenses”), by Owned Real Property. Section 4.13(c)(ii) of the Company Disclosure Letter discloses, as of the date hereof, the budgeted amount of all allowances (including tenant allowances), expenditures and performed all its material obligations fundings (other than those relating to Development Projects which are shown on the Development Expenditure Budget) (the “Capital Expenditures”) by Owned Real Property, budgeted to be funded annually through project completion by or on behalf of the Company or any Company Subsidiary, in each case, with respect to each project or line item, in excess of $250,000 or in an aggregate amount per Owned Real Property in excess of $250,000 (the “Capital Expenditure Budget”). Section 4.13(c)(iii) of the Company Disclosure Letter discloses, as of the date hereof, the budgeted development expenses of the Company and the Company Subsidiaries through December 31, 2024 (the “Development Expenditures”), by Owned Real Property, in connection with renovations, construction projects, restorations, developments and redevelopments and any projects (collectively, the “Development Projects”), on, relating to or adjacent to any Owned Real Property in each case in an aggregate amount per Owned Real Property in excess of $250,000 per Development Project. (d) Section 4.13(d) of the Company Disclosure Letter, sets forth the amount of brokerage commissions or fees per Owned Real Property or Company Leased Real Property that are now due or which would reasonably be expected to become due from the Company or any Company Subsidiary with respect to any individual Company Space Lease as of the date hereof. (e) Neither the Company nor any Company Subsidiary has entered into any contract or agreement (collectively, the “Participation Agreements”) with any Person other than the Company or a wholly-owned Company Subsidiary (the “Participation Party”) which provides for a right of such Rights of Way and conducts their business Participation Party to participate, invest, join, partner, have any material interest in (whether characterized as a manner that does not violate contingent fee, profits interest, equity interest or otherwise) or have the right to any of the Rights of Way, and no event has occurred that would result in, or after notice or lapse of time would result in, revocation or termination thereof or would result foregoing in any impairment proposed or anticipated investment opportunity, joint venture, partnership or any other current or future transaction or property in which the Company or any Company Subsidiary has or will have a material interest, including those transactions or properties identified, sourced, produced or developed by such Participation Party (a “Participation Interest”). (f) Except as set forth in the Company Space Leases or in Section 4.13(f) of the rights Company Disclosure Letter, neither the Company nor any Company Subsidiary is a party to any material agreement pursuant to which a Person other than the Company or any wholly-owned Company Subsidiary manages or manages the development of any of the holder Owned Real Properties. (g) Except for the Company Material Contracts identified in Section 4.16(b)(viii) of the Company Disclosure Letter, neither the Company nor any Company Subsidiary is bound by any unexpired option to purchase agreement, right of first refusal or first offer or any other right to purchase, lease, ground lease or otherwise acquire any interest in Owned Real Property or any portion thereof. (h) Neither the Company nor any of the Company Subsidiaries is a party to any agreement pursuant to which the Company or any of the Company Subsidiaries manages, is a development manager of or is the leasing agent of any such real properties for any third party. Section 4.13(h) of the Company Disclosure Letter sets forth all Management Agreements and other agreements that the Company or any Company Subsidiary is a party to pursuant to which a Person other than a Company Subsidiary manages the development or operation of any Owned Real Property or Company Leased Real Property or serves as a broker or leasing agent for any Owned Real Property or Company Leased Real Property that provide for payments in excess of $50,000 per annum. Section 4.13(h) of the Company Disclosure Letter sets forth all agreements to which the Company or any Company Subsidiary is a party related to the construction of any improvements on any Owned Real Property or Company Leased Real Property that provide for payments in excess of $50,000 per annum. (i) There are no Transfer Rights with respect to any real property or person in favor of Waythe Company or any Company Subsidiary. No Transfer Rights have been exercised by the Company or any Company Subsidiary since January 1, except for such revocations2022. As of the date hereof, terminations (i) neither the Company nor any Company Subsidiary has exercised any Transfer Right with respect to any real property or Person, which transaction has not yet been consummated and impairments that have (ii) no third party has exercised in writing any Transfer Right with respect to any Company Subsidiary or Owned Real Property, which transaction has not had and yet been consummated. (j) Except as would not not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. All pipelines owned or operated by , as of the Company and its Subsidiaries are subject to Rights of Waydate hereof, there are no encroachments or other encumbrances on the Rights of Way that materially affect the use thereof, there are no encroachments of improvements none of the Company or any of its the Company Subsidiaries outside has received any written notice to the effect that any condemnation or rezoning proceedings are pending or threatened with respect to any of the boundaries of such Rights of Way other than encroachments that have not had and Owned Real Properties, Company Leased Real Properties or Mortgaged Properties. Except as would not not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect Effect, the Company and there are no gaps the Company Subsidiaries have good and valid title to, or a valid and enforceable leasehold interest in, all material personal property held or used by them at the Owned Real Property, free and clear of all Liens other than Permitted Liens. (including any gap arising k) Other than as a result set forth in Section 4.13(k) of any breach by the Company Disclosure Letter, to the knowledge of the Company, as of the date hereof, none of the Company or any of its the Company Subsidiaries has received any written notice of any outstanding claims under any Prior Sale Agreements which would reasonably be expected to result in liability to the Company or any Company Subsidiary in an amount, in the aggregate, in excess of $250,000. (l) None of the terms Company or any of the Company Subsidiaries has received any written notice of any Rights outstanding violation of Way) any Law, including zoning regulation or ordinance, building or similar law, code, ordinance, order or regulation, for any Owned Real Property or Mortgaged Property, in each case which has had, or would, individually or in the Rights of Way other than gaps that have not had and would not aggregate, reasonably be expected to have a Company Material Adverse Effect. (m) Neither the Company nor any of the Company Subsidiaries are the holders, owners or beneficiaries of any mortgage note or other Indebtedness secured by real property payable by a Person other than a wholly-owned Company Subsidiary.

Real Property. The CBOT Holdings Owned Real Property and the CBOT Holdings Leased Real Property described in Section 3.15 of the CBOT Holdings Disclosure Letter (collectively, the “CBOT Holdings Real Property”) constitute all the fee and leasehold interests in real property of CBOT Holdings and the CBOT Holdings Subsidiaries. (a) Except With respect to the CBOT Holdings Real Property: (i) no portion of any CBOT Holdings Owned Real Property has suffered any damage by fire or other casualty loss which has not heretofore been completely repaired and restored, except as would not not, individually or in the aggregate, reasonably be expected to have a Company materially and adversely interfere with the use of the CBOT Holdings Owned Real Property; (ii) CBOT Holdings has made available to CME Holdings complete and accurate copies of all of the following materials relating to any CBOT Holdings Real Property, to the extent in CBOT Holdings’ or any CBOT Holdings Subsidiary’s possession or control: all Leases of CBOT Holdings Leased Real Property (including any amendments, modifications or supplements thereto); all CBOT Holdings Material Adverse EffectLeases (including any amendments, modifications or supplements thereto), and with respect to the CBOT Holdings Owned Real Property, the Company or a Subsidiary current rent roll, receivables report, and, to the knowledge of CBOT Holdings, the most recent title insurance policy for the East Building and the most recent Tax appraisals; and (iii) all of the Company owns and materials with respect to the CBOT Holdings Real Property that have been made available to CME Holdings, other than those specifically described in Section 3.15(a)(ii) above, are not, to CBOT Holdings’ knowledge, misleading in any material respect. (b) With respect to the CBOT Holdings Owned Real Property: (i) CBOT Holdings or the applicable CBOT Holdings Subsidiary has either good and marketable title in fee or a valid leasehold interestto such CBOT Holdings Owned Real Property, easement or other rights to the land, buildings, structures and other improvements thereon and fixtures thereto necessary to permit it to conduct its business as currently conducted, in each case free and clear of all Liens other than Permitted Liens and those Liens set forth in Section 3.15(b)(i) of the CBOT Holdings Disclosure Letter; (except ii) Other than with respect to matters being addressed with the Vaulted Sidewalk and Bollard Project affecting the North Building and with respect to one of the five back-up chillers which is not in working order, all buildings, structures, fixtures and improvements included within the CBOT Holdings Owned Real Property (the “CBOT Holdings Improvements”) are in good repair and operating condition in all cases material respects, subject only to ordinary wear and tear, and are adequate and suitable in all material respects for Permitted Liens). Except as the purposes for which they are presently being used or held for use, and to the knowledge of CBOT Holdings, there are no facts or conditions affecting any of the CBOT Holdings Improvements that, in the aggregate, would not reasonably be expected to have materially and adversely interfere with the current use, occupancy or operation thereof; (iii) the existing buildings and improvements located on such CBOT Holdings Owned Real Property are located, to the knowledge of CBOT Holdings, entirely within the boundary lines of such CBOT Holdings Owned Real Property or on permanent easements on adjoining land benefiting such CBOT Holdings Owned Real Property and may lawfully be used under applicable zoning and land use laws (either as of right, by special permit or variance, or as a Company Material Adverse Effect and except as may be limited by the Bankruptcy and Equity Exceptiongrandfathered use) for their material current uses; (iv) there are no outstanding purchase agreements, all leasesoptions or rights of first refusal to purchase such CBOT Holdings Owned Real Property, Rights of Way agreements or other agreements under which the Company or any material portion thereof or any material interest therein; (v) other than the Parking Agreement listed on Section 3.15(b)(i) of its Subsidiaries leasethe CBOT Holdings Disclosure Letter, access Section 3.15(b)(v) of the CBOT Holdings Disclosure Letter sets forth all Leases, written or oral, granting to any party (other than CBOT Holdings or any CBOT Holdings Subsidiary) the right of use or occupancy of more than 10,000 square feet of any real property CBOT Holdings Owned Real Property, whether by one Lease or real property interest are by more than one Lease to the same party (each, a “CBOT Holdings Material Lease” and collectively, the “CBOT Holdings Material Leases”), and each CBOT Holdings Lease is the legal, valid, binding binding, and enforceable obligation of CBOT Holdings or the applicable CBOT Holdings Subsidiary that is lessor thereunder, and, with respect to each CBOT Holdings Material Lease: (1) to the knowledge of CBOT Holdings, each such CBOT Holdings Material Lease is in full force and effect against and the Company or any of its Subsidiaries and, to the Knowledge binding obligation of the Companyother parties thereto and will continue to be the legal, valid, binding and enforceable obligation of CBOT Holdings or the counterparties thereto, in accordance with their respective terms, and applicable CBOT Holdings Subsidiary following the consummation of the transactions contemplated by this Agreement; (2) neither the Company CBOT Holdings nor any of its Subsidiaries are CBOT Holdings Subsidiary has received any written notice that it is in default under any such CBOT Holdings Material Lease, nor, to the knowledge of such leasesCBOT Holdings, Rights of Way is CBOT Holdings or any CBOT Holdings Subsidiary or any other agreements. (b) Each of the Company and its Subsidiaries has such consents, easements, rights of way, permits, licenses and other similar real property interests (collectively, “Rights of Way”) from each person as are sufficient to conduct its business as currently conducted, except for such Rights of Way the absence of which have not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and its Subsidiaries has fulfilled and performed all its material obligations with respect party to such Rights of Way and conducts their business CBOT Holdings Material Lease in a manner that does not violate default under any of the Rights of Waysuch CBOT Holdings Material Lease, and no event has occurred that would result inoccurred, which, after the giving of notice, with lapse of time, or after notice otherwise, would constitute a material default by CBOT Holdings or lapse any CBOT Holdings Subsidiary or, to the knowledge of time would result inCBOT Holdings, revocation any other party under such CBOT Holdings Material Lease; and (3) there are no material disputes, oral agreements or termination thereof or would result forbearance programs in any impairment of the rights of the holder of effect as to any such Rights CBOT Holdings Material Lease; and (vi) there is no pending or to the knowledge of WayCBOT Holdings, except for such revocationsthreatened litigation, terminations and impairments that have not had and would not claims, actions, suits, proceedings, investigations or administrative actions relating to CBOT Holdings Owned Real Property which would, individually or in the aggregate, reasonably be expected to have result in a Company Material Adverse Effect. All pipelines owned or operated by the Company Effect on CBOT Holdings, and its Subsidiaries are subject to Rights of Way, there are no encroachments or other encumbrances on pending or, to the Rights knowledge of Way that materially affect CBOT Holdings, threatened condemnation proceedings relating to CBOT Holdings Owned Real Property which, if the use thereofcondemnation was successful, there are no encroachments of improvements of the Company or any of its Subsidiaries outside of the boundaries of such Rights of Way other than encroachments that have not had and would not reasonably be expected to have a Company Material Adverse Effect materially and there are no gaps adversely interfere with, detract from or restrict the current operation, value or use of property subject thereto; (including vii) except in any gap arising such case as a result of any breach by the Company would not, individually or any of its Subsidiaries of the terms of any Rights of Way) in the Rights of Way other than gaps that have not had and would not aggregate, reasonably be expected to have result in a Company Material Adverse EffectEffect on CBOT Holdings, such CBOT Holdings Owned Real Property is in compliance with the terms and provision of any restrictive covenants, easements, or agreements affecting such Owned Real Property.

Real Property. (a) Except as would not reasonably be expected to have a Company Material Adverse Effect, the Company or a Subsidiary Section 2.24(a) of the Company owns and WABCO Disclosure Letter lists each material parcel of real property owned by WABCO or any of its Subsidiaries (the "WABCO Owned Property"). WABCO or its applicable Subsidiary has either good and marketable title in fee or a valid leasehold interestand to all of the WABCO Owned Property, easement or other rights subject to the land, buildings, structures and other improvements thereon and fixtures thereto necessary to permit it to conduct its business as currently conducted, in each case free and clear of all no Liens (except in all cases for Permitted Liens). Except as that would not reasonably be expected to have a Company Material Adverse Effect and on WABCO or materially impair WABCO's rights to or ability to use any such property, except as may be limited by described on Section 2.24(a) of the Bankruptcy and Equity Exception, WABCO Disclosure Letter. (b) Section 2.24(b) of the WABCO Disclosure Letter sets forth a list of all material leases, Rights of Way agreements or subleases and other agreements under occupancy agreements, including all amendments, extensions and other modifications (the "WABCO Leases") for real property (the "WABCO Leased Property"; the WABCO Owned Property and the WABCO Leased Property collectively the "WABCO Real Property") to which the Company WABCO or any of its Subsidiaries leaseis a party. WABCO or its applicable Subsidiary has a good and valid leasehold interest in and to all of the WABCO Leased Property, access or use any real property or real property interest are valid, binding and subject to no Liens except as described in Section 2.24(b) of the WABCO Disclosure Letter. Each WABCO Lease is in full force and effect against the Company or any of its Subsidiaries and, to the Knowledge of the Company, the counterparties thereto, and is enforceable in accordance with their respective its terms. There exists no default or condition which, and neither with the Company nor any giving of its Subsidiaries are in notice, the passage of time or both, could become a default under any of such leasesWABCO Lease in any case, Rights of Way or other agreements. (b) Each of the Company and its Subsidiaries has such consents, easements, rights of way, permits, licenses and other similar real property interests (collectively, “Rights of Way”) from each person as are sufficient to conduct its business as currently conducted, except for such Rights of Way the absence of which have not had and that would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and its Subsidiaries has fulfilled and performed all its material obligations with respect to such Rights of Way and conducts their business in a manner that does not violate any of the Rights of Way, and no event has occurred that would result in, or after notice or lapse of time would result in, revocation or termination thereof or would result in any impairment of the rights of the holder of any such Rights of Way, except for such revocations, terminations and impairments that have not had and would not reasonably be expected to have a Company Material Adverse Effect. All pipelines owned or operated by the Company and its Subsidiaries are subject to Rights of Way, there are no encroachments or other encumbrances on the Rights of Way that materially affect the use thereof, there are no encroachments of improvements of the Company or any of its Subsidiaries outside of the boundaries of such Rights of Way other than encroachments that have not had and would not reasonably be expected to have a Company Material Adverse Effect on WABCO or materially impair WABCO's rights to or ability to use any such property. WABCO has previously delivered to MotivePower true and there are complete copies of all the WABCO Leases. Except as described on Section 2.24(b) of the WABCO Disclosure Letter, no gaps (including consent, waiver, approval or authorization is required from the landlord under any gap arising WABCO Lease as a result of any breach by the Company execution of this Agreement or any of its Subsidiaries the consummation of the terms of any Rights of Way) in transactions contemplated hereby the Rights of Way other than gaps that have not had and failure to obtain would not reasonably be expected to have a Company Material Adverse EffectEffect on WABCO or materially impair WABCO's rights to or ability to use any such property.

Real Property. (a) Section 3.15(a) of the Disclosure Statement lists: (i) the street address of each parcel of Owned Real Property, where applicable, and (ii) the current owner of each such parcel of Owned Real Property. (b) Section 3.15(b) of the Disclosure Statement lists: (i) the street address of each parcel of Leased Real Property, (ii) the identity of the lessor, lessee and current occupant (if different from lessee) of each such parcel of Leased Real Property, and (iii) the current use of each such parcel of Leased Real Property. (c) Except as described in Sections 3.15(c) or 3.11 of the Disclosure Statement, to BCBSKS' knowledge, BCBSKS is not in violation of any Law (including, without limitation, any building, planning or zoning Law) relating to any of the Owned Real Property or the Leased Real Property, except for such violations as would not not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, the Company or a Subsidiary of the Company owns and has either good and marketable title in fee or a valid leasehold interest, easement or other rights to the land, buildings, structures and other improvements thereon and fixtures thereto necessary to permit it to conduct its business as currently conducted, in each case free and clear of all Liens (except in all cases for Permitted Liens)Effect on BCBS. Except as would set forth in Section 3.15(c) of the Disclosure Statement, BCBS has not reasonably be expected leased or subleased any parcel or any portion of any parcel of Real Property to have a Company Material Adverse Effect any other Person, nor has BCBS assigned its interest under any Lease listed in Section 3.15(b) of the Disclosure Statement to any third party. (d) BCBSKS has not received written notice of any condemnation proceedings or eminent domain proceedings against any of the Owned Real Property or the Leased Real Property. (e) Except as described in Section 3.15(e) of the Disclosure Statement, to BCBSKS' knowledge, none of the improvements on the Owned Real Property or the Leased Real Property and except as may be limited by none of the Bankruptcy current uses and Equity Exception, all leases, Rights of Way agreements conditions thereof violate in any material respect any applicable deed restrictions or other agreements under which the Company applicable covenants, restrictions, agreements, existing site plan approvals, zoning or subdivision regulations or urban redevelopment plans as modified by any of its Subsidiaries leaseduly issued variances, access or use any real property or real property interest are valid, binding and in full force and effect against the Company or any of its Subsidiaries and, to the Knowledge knowledge of BCBSKS, without independent investigation or inquiry, no Permits, licenses or certificates pertaining to the Companyownership or operation of all improvements on the Owned Real Property, or, to the knowledge of BCBSKS, the counterparties thereto, in accordance with their respective terms, and neither the Company nor any of its Subsidiaries are in default under any of such leases, Rights of Way or other agreements. (b) Each of the Company and its Subsidiaries has such consents, easements, rights of way, permits, licenses and other similar real property interests (collectively, “Rights of Way”) from each person as are sufficient to conduct its business as currently conducted, except for such Rights of Way the absence of which have not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and its Subsidiaries has fulfilled and performed all its material obligations with respect to such Rights of Way and conducts their business in a manner that does not violate any of the Rights of Way, and no event has occurred that would result in, or after notice or lapse of time would result in, revocation or termination thereof or would result in any impairment of the rights of the holder of any such Rights of Way, except for such revocations, terminations and impairments that have not had and would not reasonably be expected to have a Company Material Adverse Effect. All pipelines owned or operated by the Company and its Subsidiaries are subject to Rights of Way, there are no encroachments or other encumbrances on the Rights of Way that materially affect the use thereof, there are no encroachments of improvements of the Company or any of its Subsidiaries outside of the boundaries of such Rights of Way Leased Real Property other than encroachments that have not had and would not reasonably be expected to have a Company Material Adverse Effect and there those which are no gaps (including transferable with the Real Property are required by any gap arising as a result of any breach by Governmental Authority having jurisdiction over the Company or any of its Subsidiaries of the terms of any Rights of Way) in the Rights of Way other than gaps that have not had and would not reasonably be expected to have a Company Material Adverse EffectReal Property.

Real Property. (a) Except as would not reasonably Section 3.13(a) of the Disclosure Schedule sets forth a true and complete list of all real property owned by, or to be expected contributed pursuant to have a Company Material Adverse Effectthe Contribution Agreement to, the Company or a Subsidiary Acquired Companies (the “Owned Real Property”). The Seller has delivered to Purchaser true, complete and correct copies of the Company owns following documents in the Seller’s possession (i) the deeds and has either other instruments that evidence ownership by the Seller or the Acquired Companies of the Owned Real Property; and (ii) all surveys in their possession or in the possession of the Seller relating to the Owned Real Property. As of the Closing Date, the Acquired Companies will have good and marketable title in fee or a valid leasehold interest, easement or other rights to the landOwned Real Property set forth on Section 3.13(a) of the Disclosure Schedule, buildings, structures and other improvements thereon and fixtures thereto necessary to permit it to conduct its business as currently conducted, in each case free and clear of all Liens (Encumbrances, except in all cases for Permitted Liens)Encumbrances. Except as would not reasonably be expected set forth on Section 3.13(a) of the Disclosure Schedule, no lease or other right to have a Company Material Adverse Effect and except as may be limited use or occupy the Owned Real Property or any portion thereof has been granted by the Bankruptcy and Equity ExceptionSeller, all leases, Rights of Way agreements or other agreements under which the Company Acquired Companies or any of its Subsidiaries leasetheir respective Affiliates to any Person. There is no pending, access or use to the Knowledge of the Seller, threatened, condemnation or similar proceeding relating to any Owned Real Property. (b) Section 3.13(b) of the Disclosure Schedule sets forth a true and complete list of each lease and sublease by which the Seller or an Acquired Company leases or subleases any real property (or portions thereof) used in the Business (such leases or subleases, the “Real Property Leases” and such leased real property property, the “Leased Real Property”). True and complete copies of all Real Property Leases have been made available to the Purchaser. As of the Closing Date the Acquired Company that is party thereto (or which has theretofore occupied the Leased Real Property pursuant to a lease in favor of the Seller) will have a valid leasehold interest are in all Leased Real Property, free and clear of all Encumbrances, except for Permitted Encumbrances. (c) Each Real Property Lease is valid, binding and in full force and effect and enforceable against the Seller or Acquired Company or any of its Subsidiaries andthat is party thereto, and to the Knowledge of the CompanySeller, the counterparties thereto, in accordance with their respective termseach case, subject to the Enforceability Exceptions. Neither the Seller nor any Acquired Company is in material breach of, or material default under, any Real Property Lease to which it is a party, and to the Knowledge of the Seller, excluding any instances where such breach or default has been cured, no counterparty thereto is in material breach of, or material default under, any Real Property Lease, beyond applicable notice and grace periods, and neither Seller or Acquired Company has received written notice of any such material breach or material default which remains uncured. Except as would not be material to the Company nor any Business, taken as a whole, the Seller or the Acquired Companies, as applicable, have undisturbed possession and quiet enjoyment of its Subsidiaries are in default the Leased Real Property under any of such leases, Rights of Way or other agreementsthe applicable Real Property Lease. (bd) Each Except as set forth on Section 3.13(d) of the Company and its Subsidiaries Disclosure Schedule, there has such consentsnot been any sublease or assignment entered into by the Seller, easements, rights the Acquired Companies or any of way, permits, licenses and other similar real property interests their respective Affiliates in respect of any Real Property Lease. (collectively, “Rights of Way”e) from each person as are sufficient to conduct its business as currently conducted, except for such Rights of Way the absence of which have not had and would not reasonably be expected to have a Company Material Adverse Effect. Each None of the Company and its Subsidiaries has fulfilled and performed all its material obligations with respect to such Rights of Way and conducts their business in a manner that does not violate Seller, the Acquired Companies or any of the Rights of Way, and no event has occurred that would result in, or after their respective Affiliates have received any written notice or lapse of time would result in, revocation or termination thereof or would result in any impairment of the rights of from the holder of any such Rights mortgage or deed of Waytrust presently encumbering the Owned Real Property or the Leased Real Property, except for such revocationsfrom an insurance company that has issued a policy with respect to the Owned Real Property or the Leased Real Property, terminations and impairments or from any board of fire underwriters or any other Governmental Authority claiming any material defect or deficiency in the Owned Real Property or the Leased Real Property or requesting the performance of any material repairs, alterations, or other work on the Owned Real Property or the Leased Real Property, that have not had and would not reasonably be expected been cured or repaired to have a Company Material Adverse Effect. All pipelines owned or operated the satisfaction of the requestor. (f) Except as contemplated by the Company and its Subsidiaries are subject Transition Services Agreement, each Real Property does not now rely on any facilities (other than facilities covered by easements appurtenant to Rights the Real Property or facilities of Way, there are no encroachments municipalities or public utilities) located on any property that is not part of the Real Property to fulfill any municipal or other encumbrances on the Rights governmental requirement. No other building or other property that is not part of Way that materially affect the use thereof, there are no encroachments of improvements a Real Property relies upon any part of the Company Real Property to fulfill any municipal or other governmental requirement, or to provide any of its Subsidiaries outside of the boundaries of such Rights of Way other than encroachments that have not had and would not reasonably be expected to have a Company Material Adverse Effect and there are no gaps (including any gap arising as a result of any breach by the Company essential building systems or any of its Subsidiaries of the terms of any Rights of Way) in the Rights of Way other than gaps that have not had and would not reasonably be expected to have a Company Material Adverse Effectutilities.

Real Property. (a) Real Property Leases: (i) Seller has provided Purchaser with true and correct copies of all Real Property Leases and a list of all tenants or other occupants of the Premises subject to a Real Property Lease as of the date set forth on such list. (ii) Each Real Property Lease is in full force and effect in all material respects and has not been modified or amended except as noted herein, and, neither Seller nor, to Seller’s Knowledge, the landlord is in default under any of its respective obligations thereunder. (iii) Except as would not not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, the Company or a Subsidiary of the Company owns and has either good and marketable title in fee or a valid leasehold interest, easement or other rights to the land, buildings, structures and other improvements thereon and fixtures thereto necessary to permit it to conduct its business as currently conducted, in each case free and clear of all Liens (except in all cases for Permitted Liens). Except as would not reasonably be expected to have a Company Material Adverse Effect and except as may be limited by the Bankruptcy and Equity Exception, all leases, Rights of Way agreements or other agreements under which the Company or any of its Subsidiaries lease, access or use any real property or real property interest are valid, binding and in full force and effect against the Company or any of its Subsidiaries and, to the Knowledge of the Company, the counterparties thereto, in accordance with their respective terms, and neither the Company Seller nor any of its Subsidiaries are in default under Affiliates has received any written notice of a condemnation proceeding relating to any real property that is subject to a Real Property Lease that would materially affect the current use, occupancy and value of any such real property, nor, to the best of Seller’s Knowledge and the Knowledge of any of such leasesits Affiliates, Rights of Way is any condemnation proceeding pending or other agreementsthreatened. (biv) Each of the Company and its Subsidiaries has such consentsExcept as set forth on Schedule 5.7(a)(iv), easements, rights of way, permits, licenses and other similar real property interests (collectively, “Rights of Way”) from each person as are sufficient to conduct its business as currently conducted, except for such Rights of Way the absence of which have not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and its Subsidiaries has fulfilled and performed all its material obligations with respect to such Rights of Way and conducts their business in a manner that does not violate any of the Rights of Way, and no event has occurred that would result in, or after notice or lapse of time would result in, revocation or termination thereof or would result in any impairment of the rights of the holder of any such Rights of Way, except for such revocations, terminations and impairments that have not had and would not reasonably be expected to have a Company Material Adverse Effect. All pipelines owned or operated by the Company and its Subsidiaries are subject to Rights of WaySeller’s Knowledge, there are no encroachments consents required by third-parties with respect to the any real property which is subject to a Real Property Lease in connection with the consummation of the transactions contemplated hereby. (v) Schedule 5.7(a)(v) is a true and correct list of all real property leases, subleases, licenses or other encumbrances on the Rights of Way that materially affect the use thereofContracts relating to Real Property, there are no encroachments of improvements of the Company or and any of its Subsidiaries outside of the boundaries of such Rights of Way other than encroachments that have not had and would not reasonably be expected amendments thereto, to have which Seller is a Company Material Adverse Effect and there are no gaps (including any gap arising as a result of any breach by the Company or any of its Subsidiaries of the terms of any Rights of Way) in the Rights of Way other than gaps that have not had and would not reasonably be expected to have a Company Material Adverse Effectparty.

Real Property. With respect to each Contributed Property: (a) The Property Owner owns good and marketable fee simple title to the Real Property. At the applicable Closing, the Property shall be free and clear of all Liens except Permitted Encumbrances. Except for the Real Property, the Property Owner does not own an interest in any real property or hold a leasehold interest in any real property. During the period that the EL Entities and their Affiliates have been associated with the Property Owner, whether as an owner or as a property manager, the Property Owner has not owned or leased any real property other than the Real Property. (b) To the EL Entities’ knowledge, the Property Owner has complied and is in compliance with, and the Property is in compliance with, in all material respects, all Laws applicable to the Real Property. Neither the Property Owner nor, to the EL Entities knowledge, the Contributors, have received from any Governmental Authority written notice (and the EL Entities have no knowledge) of any violation of any Law (including, without limitation, any zoning, building, fire or health code) applicable to the Property, or any part thereof, that will not have been corrected prior to the applicable Closing. (c) The Rent Roll set forth in Schedule 5.8(c)(i) attached hereto is true, correct and complete in all material respects as of the date set forth on the Rent Roll. As of the applicable Closing, the Rent Roll delivered at the Closing will be true, correct and complete in all material respects as of the date set forth thereon. The copies of the Leases delivered to the LATA Parties are true, correct and complete copies in all material respects and, to the EL Entities’ knowledge, are in full force and effect, without default by any party and without any right of setoff, except as expressly provided by the terms of such Leases or as disclosed on the delinquency report attached hereto or as otherwise set forth on Schedule 5.8(c)(ii). The copies of the Leases and other agreements with the Tenants under the Leases delivered to the LATA Parties pursuant to this Agreement constitute the entire agreements with such Tenants relating to the Real Property, have not been materially amended, modified or supplemented, except for such amendments, modifications and supplements delivered to the LATA Parties, and there are no other leases or tenancy agreements affecting the Real Property. (d) Except as set forth on Schedule 5.8(d), the Property Owner has not granted to any Person any options to purchase any Real Property (or any portion thereof) or any rights of first refusal to purchase any Real Property (or any portion thereof), and no Person (other than LATA Holdings) has a conditional or unconditional right or option to purchase or to ground lease all or any portion of the Real Property, or the Property Owner’s interest therein. (e) Except as set forth in Schedule 5.8(e), the EL Entities have not received written notice, and has no knowledge, of any pending, proposed or threatened (A) change in, or Proceeding for, the rezoning or amendment to the existing zoning of the Real Property or any portion thereof, (B) variance, conditional use permit, special use permit, special exception or other land use permits with respect to the Real Property or any portions thereof, (C) road widening or realignment of any streets or highways adjacent to the Property, or (D) taking of any material portion of a Real Property by eminent domain, in each case, that would not reasonably be expected to have a Company Material Adverse Effectmaterial adverse effect on the value of the Real Property. (f) Except as set forth in Schedule 5.8(f), the Company Property is not currently benefited by any special tax abatement or a Subsidiary of the Company owns and has either good and marketable title in fee or a valid leasehold interest, easement or other rights to the land, buildings, structures and other improvements thereon and fixtures thereto necessary to permit it to conduct its business as currently conducted, in each case free and clear of all Liens (except in all cases for Permitted Liens)categorization. Except as would not reasonably be expected to have a Company Material Adverse Effect and except as may be limited by set forth in Schedule 5.8(f), none of the Bankruptcy and Equity Exception, all leases, Rights of Way agreements or other agreements under which the Company or any of its Subsidiaries lease, access or use any real property or real property interest are valid, binding and in full force and effect against the Company or any of its Subsidiaries andContributed Entity or, to the Knowledge EL Entities’ knowledge, the Contributors, has commenced any Proceedings which are pending for the reduction of the Company, the counterparties thereto, in accordance with their respective terms, and neither the Company nor any of its Subsidiaries are in default under any of such leases, Rights of Way or other agreements. (b) Each assessed valuation of the Company and its Subsidiaries has such consents, easements, rights of way, permits, licenses and other similar real property interests (collectively, “Rights of Way”) from each person as are sufficient to conduct its business as currently conducted, except for such Rights of Way the absence of which have not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and its Subsidiaries has fulfilled and performed all its material obligations with respect to such Rights of Way and conducts their business in a manner that does not violate any of the Rights of Way, and no event has occurred that would result in, or after notice or lapse of time would result in, revocation or termination thereof or would result in any impairment of the rights of the holder of any such Rights of Way, except for such revocations, terminations and impairments that have not had and would not reasonably be expected to have a Company Material Adverse Effect. All pipelines owned or operated by the Company and its Subsidiaries are subject to Rights of Way, there are no encroachments or other encumbrances on the Rights of Way that materially affect the use thereof, there are no encroachments of improvements of the Company or any of its Subsidiaries outside of the boundaries of such Rights of Way other than encroachments that have not had and would not reasonably be expected to have a Company Material Adverse Effect and there are no gaps (including any gap arising as a result of any breach by the Company or any of its Subsidiaries of the terms of any Rights of Way) in the Rights of Way other than gaps that have not had and would not reasonably be expected to have a Company Material Adverse EffectProperty.

Real Property. (a) Except as would not reasonably be expected to have Section 3.19(a) of the Seller Disclosure Letter sets forth a Company Material Adverse Effecttrue, correct and complete list of all real property and interests in real property owned in fee (or the equivalent in the applicable jurisdiction) by the Company or a Subsidiary any of the Transferred Subsidiaries, excluding any real property or interests in real property that are Investment Assets or would have been Investment Assets if beneficially owned by any of the Insurance Companies as of May 31, 2009 (each, an “Owned Real Property”). The Company owns and or a Transferred Subsidiary (as the case may be) has either good and marketable fee simple title (or the equivalent ownership interest in fee or a valid leasehold interestthe applicable jurisdiction) to all Owned Real Property, easement or other rights to the land, buildings, structures and other improvements thereon and fixtures thereto necessary to permit it to conduct its business as currently conducted, in each case free and clear of all Liens (of any nature except in all cases for Permitted Liens). Except as set forth on Section 3.19(a) of the Seller Disclosure Letter, neither the Company nor any Transferred Subsidiary has leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof and there are no unrecorded outstanding options, rights of first offer or rights of first refusal or similar rights to purchase or lease such Owned Real Property or any portion thereof or interest therein. Each Owned Real Property is in good working order and repair, except for any defects which would not reasonably be expected to have materially impair the use or occupancy of such Owned Real Property in the operation of the Business. (b) Section 3.19(b) of the Seller Disclosure Letter sets forth a Company Material Adverse Effect true, correct and except as may be limited complete list of all real property leased (or the equivalent in the applicable jurisdiction) by the Bankruptcy and Equity Exception, all leases, Rights of Way agreements or other agreements under which the Company or any Transferred Subsidiary, as lessee, individually representing a total leased area of its Subsidiaries lease, access 10,000 square feet or use any more (the “Real Property Leases”; the real property or real property interest are valid, binding and properties specified in such leases being referred to herein as the “Leased Real Properties”). Each Real Property Lease is in full force and effect against and is a valid and binding obligation of the Company or any of its Subsidiaries the Transferred Subsidiary that is party thereto, as applicable, and, to the Knowledge of the CompanySeller, each other party to such Real Property Lease. Each such Real Property Lease is enforceable against the counterparties Company or the Transferred Subsidiary that is party thereto, as applicable, and, to the Knowledge of the Seller, each other party to such Real Property Lease, in accordance with their respective its terms, and neither the Company nor or a Transferred Subsidiary (as the case may be) has a valid, binding and enforceable leasehold interest (or the equivalent interest in the applicable jurisdiction) under each of the Real Property Leases (subject in each case to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium, rehabilitation, liquidation, fraudulent conveyance, preferential transfer or similar Laws now or hereafter in effect relating to or affecting creditors’ rights and remedies generally and subject, as to the enforceability, to the effect of its Subsidiaries are general equitable principles (regardless of whether enforcement is sought in default under any of such leases, Rights of Way a proceeding in equity or other agreements. (b) Each at law)). None of the Company and its or the Transferred Subsidiaries has such consentsor, easements, rights of way, permits, licenses and other similar real property interests (collectively, “Rights of Way”) from each person as are sufficient to conduct its business as currently conducted, except for such Rights of Way the absence of which have not had and would not reasonably be expected to have a Company Material Adverse Effect. Each Knowledge of the Company and its Subsidiaries has fulfilled and performed all its Seller, any other party to a Real Property Lease, is in material obligations with respect to such Rights default or material breach of Way and conducts their business in a manner that Real Property Lease and, there does not violate exist any of the Rights of Wayfact, and no event has occurred circumstance, event, change, violation, development, effect, condition or occurrence that would result in, constitute such a material default or after material breach (with or without the giving of notice or lapse of time time, or both) or that would result inpermit the termination, revocation cancellation or termination thereof or would result in any impairment acceleration of the rights of the holder performance of any such Rights of Way, except for such revocations, terminations and impairments that have not had and would not reasonably be expected to have a Company Material Adverse Effect. All pipelines owned or operated by the Company and its Subsidiaries are subject to Rights of Way, there are no encroachments or other encumbrances on the Rights of Way that materially affect the use thereof, there are no encroachments of improvements material obligation of the Company or any of its Subsidiaries outside Transferred Subsidiary or, to the Knowledge of the boundaries Seller, any other party to the Real Property Lease. As of such Rights the date hereof, none of Way other than encroachments that have not had and would not reasonably be expected to have a the Company Material Adverse Effect and there are no gaps (including or the Transferred Subsidiaries has received any gap arising as a result written notice of any breach default under any Real Property Lease. No Real Property Lease contains any provision providing that any such other party thereto may terminate, cancel or commute the same or declare a material default under the same by reason of the transactions contemplated by the Transaction Agreements. At or prior to the Closing, the Seller has or will have delivered or made available to the Acquiror true, correct and complete copies of all Real Property Leases. All leasing, brokerage, finder and other similar fees and commissions that are due and payable by the Company or any Transferred Subsidiary with respect to such Real Property Leases have been paid in full. All rents and other sums due thereunder have been paid to date. All Leased Real Property is in good working order and repair in all respects material to its use or operation, except for any defects which would not materially impair the use or occupancy of its Subsidiaries such Leased Real Property. The Company or the Transferred Subsidiary, as the case may be, enjoys peaceful and undisturbed possession in all material respects of such Leased Real Property. None of the terms of Company or any Rights of Way) in Transferred Subsidiary has subleased or otherwise granted to any Person the Rights of Way other than gaps that have not had and would not reasonably be expected right to have a Company Material Adverse Effectuse or occupy such Leased Real Property or any portion thereof.

Real Property. Schedule 3(cc) contains a complete and correct list of all the real property; facilities; and oil, gas and other related activities exploration, development and operation rights, accesses, working interests and participation interests that (ai) Except as would not reasonably be expected to have a Company Material Adverse Effect, are leased or otherwise possessed by the Company or a Subsidiary any of the Company owns and has either good and marketable title its Subsidiaries, (ii) in fee or a valid leasehold interest, easement or other rights to the land, buildings, structures and other improvements thereon and fixtures thereto necessary to permit it to conduct its business as currently conducted, in each case free and clear of all Liens (except in all cases for Permitted Liens). Except as would not reasonably be expected to have a Company Material Adverse Effect and except as may be limited by the Bankruptcy and Equity Exception, all leases, Rights of Way agreements or other agreements under connection with which the Company or any of its Subsidiaries leasehas entered into an option agreement, access participation agreement or use any real property acquisition and drilling agreement or real property interest are valid, binding and in full force and effect against (iii) the Company or any of its Subsidiaries and, has agreed (or has an option) to lease or otherwise acquire or may be obligated to lease or otherwise acquire in connection with the Knowledge of the Company, the counterparties thereto, in accordance with their respective terms, and neither the Company nor any conduct of its Subsidiaries are in default under any of such leases, Rights of Way or other agreements. (b) Each of the Company and its Subsidiaries has such consents, easements, rights of way, permits, licenses and other similar real property interests business (collectively, the “Rights Real Property”). Schedule 3(cc) also contains a complete and correct list, along with a summary of Way”) from each person as are sufficient to conduct its business as currently conductedmaterial terms, except for such Rights of Way the absence of which have not had all leases and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and its Subsidiaries has fulfilled and performed all its material obligations other agreements with respect to such Rights of Way and conducts their business in a manner that does not violate any of the Rights of Way, and no event has occurred that would result in, or after notice or lapse of time would result in, revocation or termination thereof or would result in any impairment of the rights of the holder of any such Rights of Way, except for such revocations, terminations and impairments that have not had and would not reasonably be expected to have a Company Material Adverse Effect. All pipelines owned or operated by the Company and its Subsidiaries are subject to Rights of Way, there are no encroachments or other encumbrances on the Rights of Way that materially affect the use thereof, there are no encroachments of improvements of which the Company or any of its Subsidiaries outside is a party or otherwise bound or affected with respect to the Real Property (the “Real Property Leases”). Except as set forth in Schedule 3(cc), the Company or its Subsidiaries is the sole legal and equitable owner of a leasehold interest in all of the boundaries Real Property, and possesses good and marketable, indefeasible title thereto, free and clear of all Liens and other matters affecting title to such leasehold that could impair the ability of the Company or its Subsidiaries to realize the benefits of the rights provided to it under the Real Property Leases. All of the Real Property Leases are valid and in full force and effect and are enforceable against the Company or its Subsidiaries and neither the Company nor any other party thereto is in default under any of such Rights Real Property Leases and no event has occurred which with the giving of Way other than encroachments that have not had and would not reasonably be expected notice or the passage of time or both could constitute a default under, or otherwise give any party the right to have a Company Material Adverse Effect and there are no gaps (including terminate, any gap arising as a result of any breach by such Real Property Leases, or could adversely affect the Company Company’s or any of its Subsidiaries interest in and title to the Real Property subject to any Real Property Leases. Except as set forth in Schedule 3(cc), no Real Property Lease is subject to termination, modification or acceleration as a result of the terms transactions contemplated hereby or by the other Transaction Documents. All of the Real Property Leases will remain in full force and effect upon, and permit, the consummation of the transactions contemplated hereby or by the other Transaction Documents. There are no pending or, to the knowledge of the Company, threatened condemnation, eminent domain or similar proceedings, or litigation or other proceedings affecting the Real Property, or any Rights portion or portions thereof. To the knowledge of Way) in the Rights Company, there are no pending or threatened requests, applications or proceedings to alter or restrict any zoning or other use restrictions applicable to the Real Property that would interfere with the conduct of Way other than gaps that have not had and would not reasonably be expected to have a Company Material Adverse Effectthe Company’s business.

Real Property. (a) Section 4.23(a) of the Company Disclosure Letter sets forth a true and complete list of the addresses of all material real property owned by the Company or any of the Company Subsidiaries (together with all buildings, improvements and fixtures located thereon and appurtenances thereto, the “Owned Real Property”). Except as has not had, and would not reasonably be expected to have have, individually or in the aggregate, a Company Material Adverse Effect, the Company or a Subsidiary of the Company owns and has either Acquired Companies have good and marketable fee title in fee or a valid leasehold interestto all Owned Real Property, easement or other rights to the land, buildings, structures and other improvements thereon and fixtures thereto necessary to permit it to conduct its business as currently conducted, in each case free and clear of all Liens (except in all cases for other than Permitted Liens. (b) Section 4.23(b) of the Company Disclosure Letter sets forth, as of the date of this Agreement, a true and complete list of (i) all material real property leased, subleased, licensed or otherwise occupied by the Company or any of the Company Subsidiaries and the address thereof (each, a “Leased Property”, together with the Owned Real Property, the “Real Property”)) and (ii) with respect to each Leased Property, a description of each lease, sublease, license, sublicense or other occupancy agreement, in each case, including all amendments thereto, demising any such Leased Property to the Company or any Company Subsidiary (each, a “Lease Agreement”). Except as has not had, and would not reasonably be expected to have have, individually or in the aggregate, a Company Material Adverse Effect Effect, each Lease Agreement is a legal, valid and binding obligation of the Acquired Company party thereto and, to the Company’s Knowledge, the other party thereto enforceable in accordance with its terms, except as such enforceability may be limited by the Bankruptcy and Equity ExceptionExceptions. Except as has not had, all leases, Rights of Way agreements or other agreements under which the Company or any of its Subsidiaries lease, access or use any real property or real property interest are valid, binding and in full force and effect against the Company or any of its Subsidiaries and, to the Knowledge of the Company, the counterparties thereto, in accordance with their respective terms, and neither the Company nor any of its Subsidiaries are in default under any of such leases, Rights of Way or other agreements. (b) Each of the Company and its Subsidiaries has such consents, easements, rights of way, permits, licenses and other similar real property interests (collectively, “Rights of Way”) from each person as are sufficient to conduct its business as currently conducted, except for such Rights of Way the absence of which have not had and would not reasonably be expected to have have, a Company Material Adverse Effect. Each , the Acquired Companies (i) hold a valid and existing leasehold interest or leasehold estate in each Leased Property and (ii) hold good and valid title to all material tangible properties and assets owned by the Acquired Companies in each Leased Property, in each case, free and clear of all Liens other than Permitted Liens. (c) With respect to each Real Property, (i) neither the Company nor any of the Company and its Subsidiaries has fulfilled and performed all its material obligations subleased, licensed, sublicensed or otherwise granted anyone a right to use or occupy such Real Property or any portion thereof, or otherwise assigned, pledged, hypothecated, mortgaged or otherwise transferred any lease, sublease, license, sublicense or other interest therein, (ii) there is no pending or, to the Company’s Knowledge, threatened condemnation, proceeding with respect to such Rights of Way any Real Property, and conducts their business in a manner that does not violate any possession and quiet enjoyment of the Rights of WayReal Property by the applicable Acquired Company under each Lease Agreement has not been disturbed in any material respect, and (iii) there exists no default or any event has occurred that would result inwith notice or the passage of time, or after notice or lapse of time both, would result inbecome a default under any Lease Agreement, revocation or termination thereof or would result except, in any impairment of the rights of the holder of any such Rights of Wayeach case, except for such revocationsas has not had, terminations and impairments that have not had and would not reasonably be expected to have have, a Company Material Adverse Effect. All pipelines owned Except as set forth in this Section 4.23(c) there has been no rent deferred under any Lease Agreement due to COVID-19 or operated by the otherwise that is currently unpaid or outstanding, and true, correct and complete copies, in all material respects, of each Lease Agreement and any such deferral arrangements and agreements have been provided to Parent. No Acquired Company and its Subsidiaries are subject to Rights owns or holds, or is obligated under or is a party to, any option, right of Way, there are no encroachments first refusal or other encumbrances on the Rights contractual (or other) right or obligation to purchase, acquire, sell, assign, convey or dispose of Way that materially affect the use thereof, there are no encroachments of improvements of the Company any material real estate or any material portion of its Subsidiaries outside of or interest in the boundaries of such Rights of Way other than encroachments that have Real Property. (d) Except as has not had had, and would not reasonably be expected to have a Company Material Adverse Effect and there are no gaps (including any gap arising as a result of any breach by the Company have, individually or any of its Subsidiaries of the terms of any Rights of Way) in the Rights of Way other than gaps that have not had and would not reasonably be expected to have aggregate, a Company Material Adverse Effect, all of the Real Property of the Acquired Companies, and all material tangible assets and properties of the Acquired Companies located on the Real Property are in serviceable operating condition and repair (giving due account to the age, length of use and potential obsolescence of the same, and ordinary wear and tear excepted) and are substantially adequate for the conduct of the business by the Company and the Company Subsidiaries in substantially the same manner as it has heretofore been conducted.

Real Property. (a) Section 3.12(a) of the Parent Disclosure Schedule sets forth a list, as of the date hereof, that is complete and accurate in all material respects of the material real property owned as of the date hereof by any Transferred Entity (together with the real property set forth on Schedule II, the “Business Owned Real Property”). The Transferred Entities, as applicable, have or will have as of the Closing fee simple or comparable good and marketable title to all Business Owned Real Property, free and clear of all Liens, except Permitted Liens and are or will be the sole and beneficial owner of each of the Business Owned Real Property. Except as would not reasonably be expected to have be material to the Business, taken as a Company Material Adverse Effectwhole, (i) neither Parent nor its Subsidiaries has received written notice of any, and to the Knowledge of Parent, there is no, default by any of the Transferred Entities under any restrictive covenants affecting the Business Owned Real Property, and (ii) there has not occurred any event that with the lapse of time or the giving of notice or both would constitute such a default by any of the Transferred Entities under any such restrictive covenants. (b) Section 3.12(b) of the Parent Disclosure Schedule sets forth a list, as of the date hereof, that is complete and accurate in all material respects, of the material real property leased by any Transferred Entity (together with the leased real property set forth on Schedule II, the Company or a Subsidiary of the Company owns and has either good and marketable title in fee or a valid leasehold interest, easement or other rights to the land, buildings, structures and other improvements thereon and fixtures thereto necessary to permit it to conduct its business as currently conducted, in each case free and clear of all Liens (except in all cases for Permitted Liens“Business Leased Real Property”). Except as would not reasonably be expected to be material to the Business, taken as a whole, the Transferred Entities, as applicable, have or will have as of the Closing a Company Material Adverse Effect leasehold or subleasehold interest in all Business Leased Real Property, free and clear of all Liens, except as may be limited by Permitted Liens. All leases and subleases for the Bankruptcy and Equity Exception, all leases, Rights of Way agreements or other agreements Business Leased Real Property under which the Company any Transferred Entity is a lessee or any of its Subsidiaries lease, access or use any real property or real property interest sublessee are valid, binding and in full force and effect against the Company or any of its Subsidiaries and, to the Knowledge of the Company, the counterparties thereto, and are enforceable in accordance with their respective terms, and neither subject to the Company nor any of its Subsidiaries are in default under any of such leasesEnforceability Exceptions, Rights of Way or other agreementsexcept as would not have a Business Material Adverse Effect. (bc) Each To the Knowledge of Parent, all covenants, obligations, restrictions and conditions affecting each of the Company and its Subsidiaries has such consentsBusiness Owned Real Property, easementsthe Business Leased Real Property and/or the Transferred Entities as owner, rights of way, permits, licenses and other similar real property interests lessee or licensee (collectively, “Rights of Way”as applicable) from each person as are sufficient to conduct its business as currently conducted, except for such Rights of Way the absence of which have not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and its Subsidiaries has fulfilled been observed and performed and all its material obligations outgoings have been duly paid and all consents (where necessary) obtained and complied with respect to such Rights of Way and conducts their business in a manner that does not violate any of the Rights of Way, and no event has occurred that would result in, or after notice or lapse of time would result in, revocation or termination thereof or would result in any impairment of the rights of the holder of any such Rights of Way, except for such revocations, terminations and impairments that have not had and would not reasonably be expected to have a Company Material Adverse Effect. All pipelines owned or operated by the Company and its Subsidiaries are subject to Rights of Way, there are no encroachments or other encumbrances on the Rights of Way that materially affect the use thereof, there are no encroachments of improvements of the Company or any of its Subsidiaries outside of the boundaries alleged breach of such Rights of Way other than encroachments that have not had covenants, obligations, restrictions and would not reasonably be expected to have a Company Material Adverse Effect conditions has been received and there are no gaps (including any gap arising as a result circumstances now existing which would entitle the landlord of any breach by the Company Business Leased Real Property to exercise any power of entry upon or any of its Subsidiaries of the terms take possession of any Rights of Way) Business Leased Real Property or to draw upon any rental deposit or other security available to it, in the Rights of Way other than gaps that have not had and each case except as would not reasonably be expected to have a Company Business Material Adverse Effect. (d) No notice, action or proceedings affecting any of the Business Owned Real Property and/or the Business Leased Real Property has been served or commenced and there are no disputes concerning any of the Business Owned Real Property and/or the Business Leased Real Property with any person and there are no circumstances now existing which are likely to result in any such notice, action or proceedings being served or commenced or any such dispute arising, in each case except as would not have a Business Material Adverse Effect. (e) None of the Business Leased Real Property, Business Owned Real Property or the Transferred Entities as owner, lessee or licensee of any of the Business Leased Real Property and/or Business Owned Real Property are subject to any unusual or onerous rights, reservations, covenants, obligations, restrictions, conditions or any matters referred to in or which would affect the use or continued use of any of the Business Leased Real Property and/or Business Owned Real Property for the purposes of the business carried on at that Business Leased Real Property and/or Business Owned Real Property by the Transferred Entity or the value of that Business Leased Real Property and/or Business Owned Real Property, in each case except as would not have a Business Material Adverse Effect. (f) None of the Business Leased Real Property, Business Owned Real Property or the Transferred Entities as owner, lessee or licensee of any of the Business Leased Real Property and/or Business Owned Real Property are subject to rights, reservations, covenants, obligations, restrictions, conditions or any matters referred to in or which would affect the use or continued use of any of the Business Leased Real Property and/or Business Owned Real Property for the purposes of the business carried on at that Business Leased Real Property and/or Business Owned Real Property by the Transferred Entities or the value of that Business Leased Real Property and/or Business Owned Real Property, in each case except as would not have a Business Material Adverse Effect. (g) None of the Transferred Entities have any estate or interest (including any leasehold interest) in land located in New Zealand that is “sensitive land” for the purposes of the ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ (New Zealand).

Real Property. (a) Except as would not reasonably be expected likely, either individually or in the aggregate, to have a Company Material Adverse EffectEffect on Anchor, the Company Anchor or a Anchor Subsidiary of the Company owns and (a) has either good and marketable title to all the real property reflected in fee the latest audited balance sheet included in the Anchor SEC Reports as being owned by Anchor or a valid leasehold interestAnchor Subsidiary or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business) (the “Anchor Owned Properties”), easement or other free and clear of all material Liens, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property Taxes not yet due and payable, (iii) easements, rights to the landof way, buildings, structures and other improvements thereon similar encumbrances that do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and fixtures (iv) such imperfections or irregularities of title or Liens as do not materially affect the value or use of the properties or assets subject thereto necessary to permit it to conduct its or affected thereby or otherwise materially impair business as currently conductedoperations at such properties (collectively, “Permitted Encumbrances”), and (b) is the lessee of all leasehold estates reflected in each case the latest audited financial statements included in such Anchor SEC Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) (the “Anchor Leased Properties” and, collectively with the Anchor Owned Properties, the “Anchor Real Property”), free and clear of all Liens (of any nature whatsoever, except in all cases for Permitted Liens). Except as would not reasonably Encumbrances, and is in possession of the properties purported to be expected to have a Company Material Adverse Effect leased thereunder, and except as may be limited each such lease is valid without default thereunder by the Bankruptcy and Equity Exceptionlessee or, all leasesto Anchor’s knowledge, Rights of Way agreements or other agreements under which the Company or any of its Subsidiaries lease, access or use any real property or real property interest lessor. There are valid, binding and in full force and effect against the Company or any of its Subsidiaries andno pending or, to the Knowledge knowledge of Anchor, threatened condemnation proceedings against the CompanyAnchor Real Property. All real property, the counterparties theretomachinery, equipment, furniture and fixtures owned or leased by Anchor or its Subsidiaries that is material to their respective businesses is structurally sound, in accordance with their respective terms, good operating condition (ordinary wear and neither the Company nor any of its Subsidiaries are in default under any of such leases, Rights of Way or other agreements. (btear excepted) Each of the Company and its Subsidiaries has such consents, easements, rights of way, permits, licenses been and other similar real property interests (collectively, “Rights of Way”) from each person as are sufficient to conduct its business as currently conducted, except for such Rights of Way the absence of which have not had is being maintained and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and its Subsidiaries has fulfilled and performed all its material obligations with respect to such Rights of Way and conducts their business in a manner that does not violate any of the Rights of Way, and no event has occurred that would result in, or after notice or lapse of time would result in, revocation or termination thereof or would result in any impairment of the rights of the holder of any such Rights of Way, except for such revocations, terminations and impairments that have not had and would not reasonably be expected to have a Company Material Adverse Effect. All pipelines owned or operated by the Company and its Subsidiaries are subject to Rights of Way, there are no encroachments or other encumbrances on the Rights of Way that materially affect the use thereof, there are no encroachments of improvements of the Company or any of its Subsidiaries outside of the boundaries of such Rights of Way other than encroachments that have not had and would not reasonably be expected to have a Company Material Adverse Effect and there are no gaps (including any gap arising as a result of any breach by the Company or any of its Subsidiaries of the terms of any Rights of Way) repaired in the Rights ordinary condition of Way other than gaps that have not had and would not reasonably be expected to have a Company Material Adverse Effectbusiness.

Real Property. (a) Section 3.13(a) of the Company Disclosure Schedule sets forth all of the real property owned by the Company and its Subsidiaries that is material to the business of the Company and its Subsidiaries taken as a whole (the “Owned Real Property”). Except as would not reasonably be expected to have a Company Material Adverse Effect, each of the Company and its Subsidiaries has good and marketable title to each parcel of Owned Real Property, free and clear of all Liens, except Permitted Encumbrances. (b) The Company has made available to Parent copies of all Leases under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy, now or in the future, any real property that is material to the business of the Company and its Subsidiaries taken as a whole (the “Leased Real Property”) (and all modifications, amendments and supplements thereto). Except as disclosed in Section 3.13(b) of the Company Disclosure Schedule or as would not reasonably be expected to have a Company Material Adverse Effect, each of the Company and its Subsidiaries has a good and valid leasehold interest in each parcel of the Leased Real Property, free and clear of all Liens, except Permitted Encumbrances. (c) As of the date of this Agreement, no third party to any such Leases has given written notice to the Company or any of its Subsidiaries or made a written claim against the Company or any of its Subsidiaries with respect to any material breach or default thereunder. (d) Except as would not reasonably be expected to have a Company Material Adverse Effect, the Company or a Subsidiary of the Company owns and has either its Subsidiaries have good and marketable title in fee to, or a valid and binding leasehold interestinterest in, easement or all other rights properties and assets (excluding Owned Real Property, Leased Real Property and Intellectual Property) that are material to the land, buildings, structures business of the Company and other improvements thereon and fixtures thereto necessary to permit it to conduct its business Subsidiaries taken as currently conducteda whole, in each case free and clear of all Liens (except in all cases for Permitted Liens). Except as would not reasonably be expected to have a Company Material Adverse Effect and except as may be limited by the Bankruptcy and Equity Exception, all leases, Rights of Way agreements or other agreements under which the Company or any of its Subsidiaries lease, access or use any real property or real property interest are valid, binding and in full force and effect against the Company or any of its Subsidiaries and, to the Knowledge of the Company, the counterparties thereto, in accordance with their respective terms, and neither the Company nor any of its Subsidiaries are in default under any of such leases, Rights of Way or other agreements. (b) Each of the Company and its Subsidiaries has such consents, easements, rights of way, permits, licenses and other similar real property interests (collectively, “Rights of Way”) from each person as are sufficient to conduct its business as currently conducted, except for such Rights of Way the absence of which have not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and its Subsidiaries has fulfilled and performed all its material obligations with respect to such Rights of Way and conducts their business in a manner that does not violate any of the Rights of Way, and no event has occurred that would result in, or after notice or lapse of time would result in, revocation or termination thereof or would result in any impairment of the rights of the holder of any such Rights of Way, except for such revocations, terminations and impairments that have not had and would not reasonably be expected to have a Company Material Adverse Effect. All pipelines owned or operated by the Company and its Subsidiaries are subject to Rights of Way, there are no encroachments or other encumbrances on the Rights of Way that materially affect the use thereof, there are no encroachments of improvements of the Company or any of its Subsidiaries outside of the boundaries of such Rights of Way other than encroachments that have not had and would not reasonably be expected to have a Company Material Adverse Effect and there are no gaps (including any gap arising as a result of any breach by the Company or any of its Subsidiaries of the terms of any Rights of Way) in the Rights of Way other than gaps that have not had and would not reasonably be expected to have a Company Material Adverse EffectPermitted Encumbrances.

Real Property. (a) Except as would not reasonably be expected set forth in Part II of Appendix C, no Acquired Entity nor any of its Subsidiaries owns any real property. To the Knowledge of Seller, no Governmental Authority has commenced the exercise of any eminent domain or similar power with respect to have a any Project Company Material Adverse EffectReal Property owned by the Acquired Entities or any of their respective Subsidiaries, and there are no pending or, to the Knowledge of Seller, threatened condemnation or eminent domain proceedings that affect any such Project Company or a Subsidiary Real Property. (b) The interests of the Acquired Entities and their respective Subsidiaries in all Project Company owns Real Property are insured under the Title Policy identified in Part II of Appendix D. The Acquired Entities and has either their respective Subsidiaries have good and marketable title in fee or a valid leasehold interestto or, easement or other rights subject to the landterms and conditions of the Material Leases, buildingsthe right to use all Project Company Real Property, structures and other improvements thereon and fixtures thereto necessary to permit it to conduct its business as currently conducted, in each case free and clear of all Liens (except in all cases for other than Permitted Liens). Except With respect to the Project Company Real Property any such Person leases or on which such Person was granted easements and/or rights-of-way pursuant to the Material Leases, the Acquired Entities or their respective Subsidiaries, as would not reasonably be expected to applicable, have a Company peaceful and undisturbed nonexclusive possession under all Material Adverse Effect and except as may be limited by the Bankruptcy and Equity ExceptionLeases, all leases, Rights of Way agreements or other agreements easements and/or rights-of-way under which the Company they are leasing or any of its Subsidiaries lease, access or use any real occupying property or real property interest are valid, binding and in full force and effect against the Company or any of its Subsidiaries and, to the Knowledge of the Company, the counterparties thereto, in accordance with their respective termsthe terms and conditions of the relevant Material Leases, easement or right-of-way and neither subject to the Company nor Permitted Liens. All rents and other payments under the Material Leases have been paid in full to the extent due. No Material Lease has a term that can exceed 50 years (including any of its Subsidiaries are in default under any of such leases, Rights of Way renewal or other agreementsextension options). (bc) Each The Project Company Real Property is sufficient to provide the Acquired Entities and their respective Subsidiaries with continuous, uninterrupted and, together with public roads, contiguous access to the Wind Project sufficient for the operation and maintenance of the Company and its Subsidiaries has such consents, easements, rights of way, permits, licenses and other similar real property interests (collectively, “Rights of Way”) from each person as are sufficient to conduct its business Wind Project as currently conducted, except . All utility services necessary for such Rights the construction and operation of Way the absence of which have not had and would not Wind Project for its intended purposes are available or are reasonably be expected to have a Company Material Adverse Effect. Each of the Company be so available as and its Subsidiaries has fulfilled and performed all its material obligations with respect to such Rights of Way and conducts their business in a manner that does not violate any of the Rights of Way, and no event has occurred that would result in, or after notice or lapse of time would result in, revocation or termination thereof or would result in any impairment of the rights of the holder of any such Rights of Way, except for such revocations, terminations and impairments that have not had and would not reasonably be expected to have a Company Material Adverse Effect. All pipelines owned or operated by the Company and its Subsidiaries are subject to Rights of Way, there are no encroachments or other encumbrances on the Rights of Way that materially affect the use thereof, there are no encroachments of improvements of the Company or any of its Subsidiaries outside of the boundaries of such Rights of Way other than encroachments that have not had and would not reasonably be expected to have a Company Material Adverse Effect and there are no gaps (including any gap arising as a result of any breach by the Company or any of its Subsidiaries of the terms of any Rights of Way) in the Rights of Way other than gaps that have not had and would not reasonably be expected to have a Company Material Adverse Effectwhen required upon commercially reasonable terms.

Real Property. (a) Except Each of Sky and its Subsidiaries has good title free and clear of all Liens to all real property owned by such entities (the “Owned Properties”), except for Liens that do not materially detract from the present use of such real property. (b) A true and complete copy of each agreement pursuant to which Sky or any of its Subsidiaries leases any real property (such agreements, together with any amendments, modifications and other supplements thereto, collectively, the “Leases”) has heretofore been made available to Huntington. Each Lease is valid, binding and enforceable against Sky or its applicable Subsidiary in accordance with its terms and is in full force and effect (except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and the availability of equitable remedies). There are no defaults by Sky or any of its Subsidiaries, as applicable, under any of the Leases which, in the aggregate, would result in the termination of such Leases and a Material Adverse Effect on Sky. The consummation of the transactions contemplated by this Agreement will not cause defaults under the Leases, except for any such default which would not individually or in the aggregate, have a Material Adverse Effect on Sky and its Subsidiaries taken as a whole. (c) The Owned Properties and the properties (the “Leased Properties”) leased pursuant to the Leases constitute all of the real estate on which Sky and its Subsidiaries maintain their facilities or conduct their business as of the date of this Agreement, except for locations the loss of which would not result in a Material Adverse Effect on Sky and its Subsidiaries taken as a whole. (d) A true and complete copy of each agreement pursuant to which Sky or any of its Subsidiaries leases real property to a third party (such agreements, together with any amendments, modifications and other supplements thereto, collectively, the “Third Party Leases”) has heretofore been made available to Huntington. Each Third Party Lease is valid, binding and enforceable in accordance with its terms and is in full force and effect (except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and the availability of equitable remedies). There are no existing defaults by the tenant under any Third Party Lease which, in the aggregate, would result in the termination of such Third Party Leases except for any such default which would not reasonably be expected to have result in a Company Material Adverse Effect, the Company or a Subsidiary of the Company owns and has either good and marketable title in fee or a valid leasehold interest, easement or other rights to the land, buildings, structures and other improvements thereon and fixtures thereto necessary to permit it to conduct its business as currently conducted, in each case free and clear of all Liens (except in all cases for Permitted Liens). Except as would not reasonably be expected to have a Company Material Adverse Effect and except as may be limited by the Bankruptcy and Equity Exception, all leases, Rights of Way agreements or other agreements under which the Company or any of its Subsidiaries lease, access or use any real property or real property interest are valid, binding and in full force and effect against the Company or any of its Subsidiaries and, to the Knowledge of the Company, the counterparties thereto, in accordance with their respective terms, and neither the Company nor any of its Subsidiaries are in default under any of such leases, Rights of Way or other agreements. (b) Each of the Company on Sky and its Subsidiaries has such consents, easements, rights of way, permits, licenses and other similar real property interests (collectively, “Rights of Way”) from each person as are sufficient to conduct its business as currently conducted, except for such Rights of Way the absence of which have not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and its Subsidiaries has fulfilled and performed all its material obligations with respect to such Rights of Way and conducts their business in a manner that does not violate any of the Rights of Way, and no event has occurred that would result in, or after notice or lapse of time would result in, revocation or termination thereof or would result in any impairment of the rights of the holder of any such Rights of Way, except for such revocations, terminations and impairments that have not had and would not reasonably be expected to have a Company Material Adverse Effect. All pipelines owned or operated by the Company and its Subsidiaries are subject to Rights of Way, there are no encroachments or other encumbrances on the Rights of Way that materially affect the use thereof, there are no encroachments of improvements of the Company or any of its Subsidiaries outside of the boundaries of such Rights of Way other than encroachments that have not had and would not reasonably be expected to have a Company Material Adverse Effect and there are no gaps (including any gap arising taken as a result of any breach by the Company or any of its Subsidiaries of the terms of any Rights of Way) in the Rights of Way other than gaps that have not had and would not reasonably be expected to have a Company Material Adverse Effectwhole.

Real Property. (a) Except as would not reasonably be expected to have a Company Material Adverse Effect, the Company or a Subsidiary Section 4.9(a) of the Company owns Disclosure Schedule includes an accurate and has either good and marketable title in fee complete list of the real property (other than leasehold interests) owned by any of the Companies or a valid leasehold interestCompany Subsidiaries at any time since February 1, easement 2016, or other rights to the landKnowledge of Companies owned at time before that date, buildingsincluding the common address and legal description thereof as set forth in the relevant deed pursuant to which such Company or such Company Subsidiary acquired title to each owned real property (the “Owned Real Property”). The Companies and the Company Subsidiaries have fee simple title, structures and other improvements thereon and fixtures thereto necessary to permit it to conduct its business as currently conducted, in each case free and clear of all Liens (except in all cases for Liens, other than Permitted Liens). Except as would , to such Owned Real Property, and the Companies and the Company Subsidiaries have not reasonably be expected leased or otherwise granted to have a Company Material Adverse Effect and any person or entity the right to occupy the Owned Real Property or any portion thereof, except as may be limited by set forth in Section 4.9(a) of the Bankruptcy and Equity ExceptionCompany Disclosure Schedule. Neither the Companies nor the Company Subsidiaries have received written, all leasesor to the Knowledge of the Companies oral, Rights notice of Way agreements any condemnation or other agreements under which proceeding in eminent domain affecting any parcel of Owned Real Property or any portion thereof. Neither the Companies nor the Company Subsidiaries have received written, or to the Knowledge of the Companies oral, notice of the actual or pending imposition of any assessment against the Owned Real Property for public improvements. Neither the Companies nor the Company Subsidiaries have received written, or to the Knowledge of the Companies oral, notice from any Person within the past three (3) years of any default or breach under any covenant, condition, restriction, right of way, easement or license affecting the Owned Real Property, or any of its Subsidiaries leaseportion thereof, access or use any real property or real property interest that remains uncured. Any easements and rights-of-way that serve the Owned Real Property are validvalid and enforceable, binding and in full force and effect against and are not subject to any prior Liens (other than Permitted Liens) that could result in a forfeiture thereof. All applicable permits, licenses and other evidences of compliance that are required for the occupancy, operation and use of the Owned Real Property have been obtained and complied with. (b) Section 4.9(b) of the Company Disclosure Schedule includes an accurate and complete list of all real property leases, subleases, licenses or other occupancies used by either Company or any Company Subsidiary or to which either Company or any Company Subsidiary is a party as lessee (the “Real Property Leases,” and the properties leased thereunder, the “Leased Real Property”). The leasehold interests relating to the Real Property Leases are free and clear of all Liens, other than Permitted Liens. No material default by either Company or any Company Subsidiary, or, to the Knowledge of the Companies, the lessor, exists under any Real Property Leases. Each Real Property Lease is legal, valid and binding on, and enforceable against, the Company or any of its Subsidiaries Company Subsidiary which is party to such Real Property Lease, and, to the Knowledge of the CompanyCompanies, on and against the counterparties theretolessor, in accordance with their respective its terms, subject to bankruptcy, insolvency, reorganization and neither the Company nor any other Laws of its Subsidiaries are in default under any of such leases, Rights of Way general applicability relating to or other agreements. (baffecting creditors’ rights and to general equity principles. Except as set forth on Section 4.9(b) Each of the Company Disclosure Schedule, the Companies and its the Company Subsidiaries has such consentsare not subleasing or licensing to any Person the right to use or occupy any portion of the Leased Real Property. Neither the Companies nor the Company Subsidiaries have received written, easementsor to the Knowledge of the Companies oral, rights notice of any condemnation or other proceeding in eminent domain affecting any parcel of Leased Real Property or any portion thereof. Neither the Companies nor the Company Subsidiaries have received written, or to the Knowledge of the Companies oral, notice of the actual or pending imposition of any assessment against the Leased Real Property for public improvements. Neither the Companies nor the Company Subsidiaries have received written, or to the Knowledge of the Companies oral, notice from any Person within the past three (3) years of any default or breach under any covenant, condition, restriction, right of way, easement or license affecting the Leased Real Property, or any portion thereof, that remains uncured. Any easements and rights-of-way that serve the Leased Real Property are valid and enforceable, in full force and effect and are not subject to any prior Liens (other than Permitted Liens) that could result in a forfeiture thereof. All applicable permits, licenses and other similar real property interests (collectivelyevidences of compliance that are required for the occupancy, “Rights of Way”) from each person as are sufficient to conduct its business as currently conducted, except for such Rights of Way the absence of which have not had operation and would not reasonably be expected to have a Company Material Adverse Effect. Each use of the Company Leased Real Property have been obtained and its Subsidiaries has fulfilled and performed all its material obligations with respect to such Rights of Way and conducts their business in a manner that does not violate any of the Rights of Way, and no event has occurred that would result in, or after notice or lapse of time would result in, revocation or termination thereof or would result in any impairment of the rights of the holder of any such Rights of Way, except for such revocations, terminations and impairments that have not had and would not reasonably be expected to have a Company Material Adverse Effect. All pipelines owned or operated by the Company and its Subsidiaries are subject to Rights of Way, there are no encroachments or other encumbrances on the Rights of Way that materially affect the use thereof, there are no encroachments of improvements of the Company or any of its Subsidiaries outside of the boundaries of such Rights of Way other than encroachments that have not had and would not reasonably be expected to have a Company Material Adverse Effect and there are no gaps (including any gap arising as a result of any breach by the Company or any of its Subsidiaries of the terms of any Rights of Way) in the Rights of Way other than gaps that have not had and would not reasonably be expected to have a Company Material Adverse Effectcomplied with.

Real Property. (a) A list of the locations of each parcel of real property owned by MBT or any Subsidiary (other than real property acquired in foreclosure or in lieu of foreclosure in the course of the collection of loans and being held by MBT or the Bank for disposition as required by law) is set forth in the MBT Disclosure Letter under the heading of “MBT Owned Real Property” (such real property being herein referred to as the “MBT Owned Real Property”). A list of the locations of each parcel of real property leased by MBT or any Subsidiary is also set forth in the MBT Disclosure Letter under the heading of “MBT Leased Real Property” (such real property being herein referred to as the “MBT Leased Real Property”). MBT shall update the MBT Disclosure Letter within ten (10) days after acquiring or leasing any real property after the date hereof. Collectively, the MBT Owned Real Property and the MBT Leased Real Property are herein referred to as the “MBT Real Property.” (b) There is no pending action involving MBT or any Subsidiary as to the title of or the right to use any of the MBT Real Property. (c) Other than the MBT Owned Real Property, neither MBT nor any Subsidiary has any interest in any other real property except interests as a mortgagee, and except for any real property acquired in foreclosure or in lieu of foreclosure and being held for disposition as required by law. (d) None of the buildings, structures or other improvements located on the MBT Real Property encroaches upon or over any adjoining parcel of real estate or any easement or right-of-way or “setback” line and all such buildings, structures and improvements are located and constructed in conformity with all applicable zoning ordinances and building codes. (e) None of the buildings, structures or improvements located on the MBT Real Property are the subject of any official complaint or notice by any governmental authority of violation of any applicable zoning ordinance or building code, and there is no zoning ordinance, building code, use or occupancy restriction or condemnation action or proceeding pending, or, to the best knowledge of MBT’s Management, threatened, with respect to any such building, structure or improvement. The MBT Real Property is in good condition for its intended purpose, ordinary wear and tear excepted, and has been maintained (as to the MBT Leased Real Property, to the extent required to be maintained by MBT or the Bank) in accordance with reasonable and prudent business practices applicable to like facilities. The MBT Real Property has been used and operated in all material respects in compliance with all applicable laws, statutes, rules, regulations and ordinances applicable thereto. (f) Except as may be reflected in the Financial Information, and except for liens for taxes not yet due and payable or with respect to such easements, liens, defects or encumbrances, real estate taxes and assessments or other monetary obligations such as contributions to an Owners’ Association, as do not individually or in the aggregate materially adversely affect the use or value of the MBT Owned Real Property and which would not have a Material Adverse Effect, MBT and the Subsidiaries have, and at the Effective Date will have, good and marketable title to their respective MBT Owned Real Property, free and clear of all liens, mortgages, security interests, encumbrances and restrictions of any kind or character. (g) Except as set forth in the MBT Disclosure Letter and to the knowledge of MBT’s Management, MBT or any Subsidiary has not caused or allowed the generation, treatment, storage, disposal or release at any MBT Real Property of any Toxic Substance (as defined below), except in compliance with all applicable federal, state and local laws and regulations and except where such noncompliance would not reasonably be expected to have a Company Material Adverse Effect, the Company or a Subsidiary of the Company owns and has either good and marketable title in fee or a valid leasehold interest, easement or other rights to the land, buildings, structures and other improvements thereon and fixtures thereto necessary to permit it to conduct its business as currently conducted, in each case free and clear of all Liens (except in all cases for Permitted Liens). Except as would not reasonably be expected to have a Company Material Adverse Effect and except as may be limited by the Bankruptcy and Equity Exception, all leases, Rights of Way agreements or other agreements under which the Company or any of its Subsidiaries lease, access or use any real property or real property interest are valid, binding and in full force and effect against the Company or any of its Subsidiaries and, to the Knowledge of the Company, the counterparties thereto, in accordance with their respective terms, and neither the Company nor any of its Subsidiaries are in default under any of such leases, Rights of Way or other agreements. (b) Each of the Company and its Subsidiaries has such consents, easements, rights of way, permits, licenses and other similar real property interests (collectively, “Rights of Way”) from each person as are sufficient to conduct its business as currently conducted, except for such Rights of Way the absence of which have not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company “Toxic Substance” means any hazardous, toxic or dangerous substance, pollutant, waste, gas or material, including, without limitation, petroleum and its Subsidiaries has fulfilled and performed all its material obligations with respect to such Rights of Way and conducts their business in a manner petroleum products, metals, liquids, semi-solids or solids, that does not violate are regulated under any of the Rights of Wayfederal, and no event has occurred that would result instate or local statute, or after notice or lapse of time would result inordinance, revocation or termination thereof or would result in any impairment of the rights of the holder of any such Rights of Wayrule, except for such revocations, terminations and impairments that have not had and would not reasonably be expected to have a Company Material Adverse Effect. All pipelines owned or operated by the Company and its Subsidiaries are subject to Rights of Way, there are no encroachments regulation or other encumbrances on the Rights of Way that materially affect the use thereoflaw pertaining to environmental protection, there are no encroachments of improvements of the Company contamination, quality, waste management or any of its Subsidiaries outside of the boundaries of such Rights of Way other than encroachments that have not had and would not reasonably be expected to have a Company Material Adverse Effect and there are no gaps (including any gap arising as a result of any breach by the Company or any of its Subsidiaries of the terms of any Rights of Way) in the Rights of Way other than gaps that have not had and would not reasonably be expected to have a Company Material Adverse Effectcleanup.

Real Property. (a) The Acquired Entities do not own and have not owned any real property. (b) Except as would not reasonably be expected to have have, individually or in the aggregate, a Company Material Adverse Effect, the Company or a Subsidiary of the Company owns and has either good and marketable title in fee or Acquired Entities hold a valid and existing leasehold interestinterest in the material real property that is leased or subleased by the Acquired Entities from another Person (the “Leased Real Property”), easement or other rights to the land, buildings, structures and other improvements thereon and fixtures thereto necessary to permit it to conduct its business as currently conducted, in each case free and clear of all Liens (except in all cases for Encumbrances other than Permitted Liens)Encumbrances. Part 3.7(b) of the Company Disclosure Schedule contains a complete and correct list, as of the date hereof, of the Leased Real Property including, with respect to each such Company Lease, the date of such Company Lease and any material amendments thereto. Except as would not reasonably be expected to have have, individually or in the aggregate, a Company Material Adverse Effect Effect, (x) all Company Leases are valid and in full force and effect except to the extent they have previously expired or terminated in accordance with their terms, and (y) no Acquired Entity nor, to the knowledge of the Company, any third party, has violated any provision of, or committed or failed to perform any act which, with or without notice, lapse of time or both, would constitute a default under the provisions of any Company Lease. Except as may be limited by set forth in Part 3.7(b) of the Bankruptcy Company Disclosure Schedule, no Acquired Entity has assigned, pledged, mortgaged, hypothecated or otherwise transferred any Company Lease nor has any Acquired Entity entered into with any other Person (other than another wholly-owned Subsidiary of the Company) any sublease, license or other agreement that is material to the Company and Equity Exceptionits Subsidiaries, taken as a whole, and that relates to the use or occupancy of all or any portion of the Leased Real Property. The Company has delivered or otherwise made available to Parent, true and complete copies of all Company Leases (including, without limitation, all leasesmaterial modifications, Rights of Way agreements or other agreements under amendments, supplements, waivers and side letters thereto) pursuant to which the Company or any of its Subsidiaries lease, access or use any real property or real property interest are valid, binding and in full force and effect against the Company or any of its Subsidiaries and, to the Knowledge of the Company, the counterparties thereto, in accordance with their respective terms, and neither the Company nor any of its Subsidiaries are in default under any of such thereof leases, Rights of Way subleases or other agreementslicenses, as tenant, lessee or licensee, any Leased Real Property. (b) Each of the Company and its Subsidiaries has such consents, easements, rights of way, permits, licenses and other similar real property interests (collectively, “Rights of Way”) from each person as are sufficient to conduct its business as currently conducted, except for such Rights of Way the absence of which have not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and its Subsidiaries has fulfilled and performed all its material obligations with respect to such Rights of Way and conducts their business in a manner that does not violate any of the Rights of Way, and no event has occurred that would result in, or after notice or lapse of time would result in, revocation or termination thereof or would result in any impairment of the rights of the holder of any such Rights of Way, except for such revocations, terminations and impairments that have not had and would not reasonably be expected to have a Company Material Adverse Effect. All pipelines owned or operated by the Company and its Subsidiaries are subject to Rights of Way, there are no encroachments or other encumbrances on the Rights of Way that materially affect the use thereof, there are no encroachments of improvements of the Company or any of its Subsidiaries outside of the boundaries of such Rights of Way other than encroachments that have not had and would not reasonably be expected to have a Company Material Adverse Effect and there are no gaps (including any gap arising as a result of any breach by the Company or any of its Subsidiaries of the terms of any Rights of Way) in the Rights of Way other than gaps that have not had and would not reasonably be expected to have a Company Material Adverse Effect.

Real Property. (a) Section 3.15(a) of the Disclosure Schedules lists: (i) the street address of each parcel of Owned Real Property, (ii) the date on which each parcel of Owned Real Property was acquired, (iii) the current owner of each such parcel of Owned Real Property, (iv) information relating to the recordation of the deed pursuant to which each such parcel of Owned Real Property was acquired and (v) the current use of each such parcel of Owned Real Property. (b) Section 3.15(b) of the Disclosure Schedules lists: (i) the street address of each parcel of Leased Real Property, (ii) the identity of the lessor, lessee and current occupant (if different from lessee) of each such parcel of Leased Real Property, (iii) the term (referencing applicable renewal periods) and fixed or basic rental payment terms of the leases (and any subleases) pertaining to each such parcel of Leased Real Property and (iv) the current use of each such parcel of Leased Real Property. (c) Except as described in Section 3.15(c) of the Disclosure Schedules, there is no violation of any Law relating to any of the Owned Real Property that would not reasonably be expected to have a Company Material Adverse Effect, the Company or a Subsidiary of the Company owns and . MS has either good and marketable title in fee or a valid leasehold interest, easement or other rights made available to the land, buildings, structures Sellers (to the extent such copies are in MS' physical possession) true and other improvements thereon and fixtures thereto necessary to permit it to conduct its business as currently conducted, in complete copies of each case free and clear deed for each parcel of all Liens (except in all cases for Permitted Liens). Except as would not reasonably be expected to have a Company Material Adverse Effect and except as may be limited by the Bankruptcy and Equity Exception, all leases, Rights of Way agreements or other agreements under which the Company or any of its Subsidiaries lease, access or use any real property or real property interest are valid, binding and in full force and effect against the Company or any of its Subsidiaries Owned Real Property and, to the Knowledge extent available, for each parcel of Leased Real Property and all the title insurance policies, title reports, surveys, certificates of occupancy, environmental reports and audits, appraisals and Permits relating to the Real Property, the operations of MS or any MS Subsidiary thereon or any other uses thereof. Subject to all applicable leases, either MS or a MS Subsidiary, as the case may be, is in peaceful and undisturbed possession of each parcel of Real Property and neither MS nor any MS Subsidiary has executed and delivered any contractual restrictions that preclude or materially restrict the ability to use the premises for the purposes for which they are currently being used. Except as set forth in Section 3.15(c) of the CompanyDisclosure Schedules, the counterparties thereto, in accordance with their respective terms, and neither the Company MS nor any MS Subsidiary has leased or subleased any parcel or any portion of any parcel of Real Property to any other Person, nor has MS or any MS Subsidiary assigned its Subsidiaries are in default interest under any lease or sublease listed in Section 3.15(b) of such leases, Rights of Way or other agreementsthe Disclosure Schedules to any third party. (bd) Each MS has, or has caused to be, delivered to the Sellers true and complete copies of all leases and subleases listed in Section 3.15(b) of the Company Disclosure Schedules. With respect to each of such leases and its Subsidiaries has subleases: (i) such consents, easements, rights of way, permits, licenses lease or sublease represents the entire agreement between the respective landlord and other similar real property interests (collectively, “Rights of Way”) from each person as are sufficient to conduct its business as currently conducted, except for such Rights of Way the absence of which have not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and its Subsidiaries has fulfilled and performed all its material obligations tenant with respect to such Rights of Way and conducts their business property; and (ii) except as otherwise disclosed in a manner that does not violate any Section 3.15(b) of the Rights Disclosure Schedules, with respect to each such lease or sublease: (A) neither MS nor any MS Subsidiary has received any notice of Way, and no event has occurred that would result in, or after notice or lapse of time would result in, revocation cancellation or termination thereof under such lease or would result in sublease and (B) neither MS nor any impairment MS Subsidiary has received any notice of the rights of the holder a breach or default under such lease or sublease, which breach or default has not been cured. (e) There are no condemnation proceedings or eminent domain proceedings of any such Rights kind pending or, to the actual knowledge of WayMS (without investigation), except for such revocationsthreatened against the Owned Real Property. (f) To the best knowledge of MS, terminations and impairments that have not had and would not reasonably be expected to have a Company Material Adverse Effect. All pipelines owned or operated by the Company and its Subsidiaries are subject to Rights of Way, there are no encroachments or other encumbrances all improvements on the Rights Real Property constructed by or on behalf of Way that materially affect the use thereof, there are no encroachments of improvements of the Company MS or any of its Subsidiaries outside of the boundaries of MS Subsidiary were constructed in material compliance with all applicable Laws (including, but not limited to, any building, planning or zoning Laws) affecting such Rights of Way other than encroachments that have not had and would not reasonably be expected to have a Company Material Adverse Effect and there are no gaps (including any gap arising as a result of any breach by the Company or any of its Subsidiaries of the terms of any Rights of Way) in the Rights of Way other than gaps that have not had and would not reasonably be expected to have a Company Material Adverse EffectReal Property.

Real Property. (a) Except as would not reasonably be expected to have a Company Material Adverse Effect, the Company or a Subsidiary of the Company owns and has either good and marketable title in fee or a valid leasehold interest, easement or other rights to the land, buildings, structures and other improvements thereon and fixtures thereto necessary to permit it to conduct its business as currently conducted, in each case free and clear of all Liens (except in all cases for Permitted Liens). Except as would not reasonably be expected to have a Company Material Adverse Effect and except as may be limited by the Bankruptcy and Equity Exception, all leases, Rights of Way agreements or other agreements under which the Company or any of its Subsidiaries lease, access or use any real property or real property interest are valid, binding and in full force and effect against the Company or any of its Subsidiaries and, to the Knowledge of the Company, the counterparties thereto, in accordance with their respective terms, and neither the Company nor any of its Subsidiaries are in default under any of such leases, Rights of Way or other agreements. (b) Each of the Company and its Subsidiaries has such consents, easements, rights of way, permits, licenses and other similar real property interests (collectively, “Rights of Way”) from each person as are sufficient to conduct its business as currently conducted, except for such Rights of Way the absence of which have not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and its Subsidiaries has fulfilled and performed all its material obligations with respect to such Rights of Way and conducts their business in a manner that does not violate any of the Rights of Way, and no event has occurred that would result in, or after notice or lapse of time would result in, revocation or termination thereof or would result in any impairment of the rights of the holder of any such Rights of Way, except for such revocations, terminations and impairments that have not had and would not reasonably be expected to have a Company Material Adverse Effect. All pipelines owned or operated by the Company and its Subsidiaries are subject to Rights of Way, there are no encroachments or other encumbrances on the Rights of Way that materially affect the use thereof, there are no encroachments of improvements None of the Company or any of its the Company Subsidiaries outside owns any Owned Real Property and none of assets of the boundaries Enterprise Apps Business constitutes Owned Real Property. (b) Section 4.21(b) of the Company Disclosure Letter sets forth a true, correct and complete list as of the date of this Agreement of all Leased Real Property and all Real Property Leases (as hereinafter defined) pertaining to such Rights Leased Real Property. With respect to each parcel of Way other than encroachments Leased Real Property: (i) The Business Entities hold a good and valid leasehold or subleasehold estate in such Leased Real Property, free and clear of all Liens, except for Permitted Liens. (ii) The Business Entities have delivered to Acquiror true, correct and complete copies of all leases, subleases, licenses or occupancy agreements, including all amendments, extensions, renewals, guaranties, terminations and modifications thereof relating to Leased Real Property (collectively, the “Real Property Leases”), and none of the Real Property Leases have been modified in any material respect, except to the extent that such modifications have not had been disclosed by the copies delivered to Acquiror. (iii) Each Real Property Lease is in full force and would not reasonably effect. None of the Business Entities have given or received any notice of default, termination, cancellation or nonrenewal with respect to any Real Property Lease, in each case that remains pending or uncured as of the date hereof. All of the material covenants to be expected to have a Company Material Adverse Effect and there are no gaps (including performed under any gap arising as a result of any breach Real Property Lease by Inpixon, the Company or any of its the Company Subsidiaries and to the knowledge of the terms of Company, by any Rights of Way) in the Rights of Way party other than gaps that have not had and Inpixon, the Company or any of the Company Subsidiaries, has been performed in all material respects. None of the Business Entities, nor, to the knowledge of the Company, any other party thereto is in material breach of or material default under any Real Property Lease. No event has occurred which would not reasonably be expected to result in a material breach of or a material default under any Real Property Lease by Inpixon, the Company or any of the Company Subsidiaries or, to the knowledge of the Company, any other party thereto (in each case, with or without notice or lapse of time or both). (iv) Inpixon, the Company and the Company Subsidiaries’, as applicable, possession and quiet enjoyment of the Leased Real Property under such Real Property Leases has not been materially disturbed and, to the knowledge of the Company, there are no material disputes with respect to such Real Property Leases. (v) None of the Business Entities have a received written notice of any current condemnation proceeding or proposed similar Action or agreement for taking in lieu of condemnation with respect to any portion of the Leased Real Property (vi) Each Leased Real Property is in all material respects in good operating condition and repair (ordinary wear and tear expected) and is suitable for its present use in all material respects. (c) Except as set forth on Section 4.21(c) of the Company Material Adverse Effect.Disclosure Letter, there are no written or oral subleases, sub-subleases, licenses, sub-licenses, concessions, occupancy agreements or other Contracts to which any Person other than Inpixon, the Company or any of the Company Subsidiaries has the right of use or occupancy of any Leased Real Property

Real Property. (a) Section 3.14(a) of the Company Disclosure Letter sets forth a true, correct and complete (in all material respects) list of all real property owned in fee simple by the Company or any of its Subsidiaries (the “Owned Real Property”). Except as had not had, and would not reasonably be expected to have have, a Company Material Adverse Effect, the Company or a Subsidiary of the Company owns and has either good and marketable title its Subsidiaries have valid title, in fee or a valid leasehold interestleasehold, easement or other rights rights, in each case, free and clear of all liens other than Permitted Liens, to the land, buildings, structures and other improvements thereon and fixtures thereto necessary to permit it the Company and its Subsidiaries to conduct its their business as currently conducted. (b) Section 3.14(b) of the Company Disclosure Letter sets forth a true, in each case free correct and clear of all Liens complete (except in all cases for Permitted Liens). Except material respects) list as would not reasonably be expected to have a Company Material Adverse Effect and except as may be limited by of the Bankruptcy and Equity Exception, all date of this Agreement of the leases, Rights of Way licenses, subleases and occupancy agreements or other agreements under which with an aggregate base rent paid by the Company or any of its Subsidiaries leasein the four (4) consecutive fiscal quarters ended December 30, access 2023 exceeding one million dollars ($1,000,000) (the “Real Property Leases”) with respect to all property leased, licensed, subleased or use any real property otherwise used or real property interest are valid, binding and in full force and effect against occupied by the Company or any of its Subsidiaries and, to the Knowledge of the Company, the counterparties thereto, in accordance with their respective terms, and neither Subsidiaries. Neither the Company nor any of its Subsidiaries are is in default under any Real Property Lease, and no event has occurred that, with notice, lapse of such leasestime or both, Rights of Way or other agreements. (b) Each of would constitute a material default under any Real Property Lease by the Company and or any of its Subsidiaries has such consents, easements, rights of way, permits, licenses and other similar real property interests (collectively, “Rights of Way”) from each person as are sufficient to conduct its business as currently conductedSubsidiaries, except for such Rights of Way the absence of which have as had not had had, and would not reasonably be expected to have have, a Company Material Adverse Effect. Each of the Company and its Subsidiaries has fulfilled and performed all its material obligations with respect to such Rights of Way and conducts their business in a manner that does . (c) Except as had not violate any of the Rights of Wayhad, and no event has occurred that would result in, or after notice or lapse of time would result in, revocation or termination thereof or would result in any impairment of the rights of the holder of any such Rights of Way, except for such revocations, terminations and impairments that have not had and would not reasonably be expected to have have, a Company Material Adverse Effect. All pipelines owned , all buildings, structures, fixtures, building systems and equipment, including module manufacturing and PIC fabrication equipment, located on the Owned Real Property or operated by real property leased pursuant to a Real Property Lease in Pennsylvania and California (the “Improvements”) are sufficient in all material respects for the operation of the business of the Company and its Subsidiaries are as it is currently conducted in Pennsylvania and California, subject to Rights of Way, there are no encroachments or other encumbrances on the Rights of Way that materially affect the use thereof, there are no encroachments of improvements of the Company or any of its Subsidiaries outside of the boundaries of such Rights of Way other than encroachments that have not had reasonable wear and would not reasonably be expected to have a Company Material Adverse Effect and there are no gaps (including any gap arising as a result of any breach by the Company or any of its Subsidiaries of the terms of any Rights of Way) in the Rights of Way other than gaps that have not had and would not reasonably be expected to have a Company Material Adverse Effecttear.

Real Property. (a) Except as would not reasonably be expected to have a Company Material Adverse Effect, Each of ANNB and the Company or a Subsidiary of the Company owns and ANNB Subsidiaries has either good and marketable title in fee or a valid leasehold interest, easement or other rights to the land, buildings, structures and other improvements thereon and fixtures thereto necessary to permit it to conduct its business as currently conducted, in each case free and clear of all Liens to all real property owned by such entity (the “Owned Properties”), except for Liens that do not materially detract from the present use of such real property. (b) A true and complete copy of each agreement pursuant to which ANNB or any of ANNB Subsidiaries leases any real property (such agreements, together with any amendments, modifications and other supplements thereto, collectively, the “Leases”), has heretofore been made available to FNB. Each Lease is valid, binding and enforceable against ANNB or the ANNB Subsidiary party thereto, as the case may be, in all cases for Permitted Liens). Except as would not reasonably be expected to have a Company Material Adverse Effect accordance with its terms and is in full force and effect, except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the Bankruptcy rights of creditors generally and Equity Exception, all leases, Rights the availability of Way agreements or other agreements equitable remedies. There is not under which the Company any such Lease any material existing default by ANNB or any of its the ANNB Subsidiaries leaseor, access to the knowledge of ANNB, any other party thereto, or use any event which with notice or lapse of time or both would constitute such a default. The consummation of the transactions this Agreement contemplates will not cause any default under the Leases, provided necessary consents disclosed in Section 3.17(b) of the ANNB Disclosure Schedule have been obtained and are in effect, except for any such default which would not, individually or in the aggregate, have a Material Adverse Effect on ANNB. (c) The Owned Properties and the properties leased pursuant to the Leases (the “Leased Properties”) constitute all of the real estate on which ANNB and the ANNB Subsidiaries maintain their facilities or conduct their business as of the date of this Agreement, except for locations the loss of which would not result in a Material Adverse Effect on ANNB. (d) A true and complete copy of each agreement pursuant to which ANNB or any of the ANNB Subsidiaries leases real property or real property interest are to a third party, (such agreements, together with any amendments, modifications and other supplements thereto, collectively, the “Third Party Leases”), has heretofore been made available to FNB. Each Third Party Lease is valid, binding and enforceable in accordance with its terms and is in full force and effect against effect, except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the Company or any rights of its Subsidiaries andcreditors generally and the availability of equitable remedies. To the knowledge of ANNB, to the Knowledge of the Company, the counterparties thereto, in accordance with their respective terms, and neither the Company nor any of its Subsidiaries there are in default no existing defaults by a tenant under any of such leases, Rights of Way or other agreements. (b) Each of the Company and its Subsidiaries has such consents, easements, rights of way, permits, licenses and other similar real property interests (collectively, “Rights of Way”) from each person as are sufficient to conduct its business as currently conducted, except for such Rights of Way the absence of which have not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and its Subsidiaries has fulfilled and performed all its material obligations with respect to such Rights of Way and conducts their business in a manner that does not violate any of the Rights of WayThird Party Lease, and no event has occurred that would result in, or after which with notice or lapse of time or both would result in, revocation constitute such a default or termination thereof which individually or in the aggregate would result in any impairment of the rights of the holder of any such Rights of Way, except for such revocations, terminations and impairments that have not had and would not reasonably be expected to have a Company Material Adverse Effect. All pipelines owned or operated by the Company and its Subsidiaries are subject to Rights of Way, there are no encroachments or other encumbrances on the Rights of Way that materially affect the use thereof, there are no encroachments of improvements of the Company or any of its Subsidiaries outside of the boundaries of such Rights of Way other than encroachments that have not had and would not reasonably be expected to have a Company Material Adverse Effect and there are no gaps (including any gap arising as a result of any breach by the Company or any of its Subsidiaries of the terms of any Rights of Way) in the Rights of Way other than gaps that have not had and would not reasonably be expected to have a Company Material Adverse Effecton ANNB.

Real Property. (a) Except as would not reasonably be expected to have a Company Material Adverse Effect, the Company or a Subsidiary of the Company owns and has either good and marketable title in fee or a valid leasehold interest, easement or other rights to the land, buildings, structures and other improvements thereon and fixtures thereto necessary to permit it to conduct its business as currently conducted, in each case free and clear of all Liens (except in all cases for Permitted Liens). Except as would not reasonably be expected to have a Company Material Adverse Effect and except as may be limited by the Bankruptcy and Equity Exception, all leases, Rights of Way agreements or other agreements under which the Company or any of its Subsidiaries lease, access or use any real property or real property interest are valid, binding and in full force and effect against the Company or any of its Subsidiaries and, to the Knowledge of the Company, the counterparties thereto, in accordance with their respective terms, and neither Neither the Company nor Subsidiary owns, or has ever owned, any of its Subsidiaries are in default under any of such leases, Rights of Way or other agreementsreal property. (b) Each Schedule 3.9(b) sets forth the address of each parcel of real property leased by the Company or Subsidiary (collectively, the “Leased Real Property”). All of the Leased Real Property is leased pursuant to valid, binding and enforceable leases listed on Schedule 3.9(b) (the “Real Property Leases”). The Leased Real Property comprises all of the real property used by the Company and Subsidiary in the operation of the Business. Except as set forth on Schedule 3.9(b), with respect to each parcel of Leased Real Property, (i) there are no pending or, to the knowledge of Sellers, threatened condemnation proceedings or Actions relating to it, (ii) other than the Real Property Leases, there are no other leases, subleases, licenses or concessions, written or oral, granting to any Person the right to use or occupy any portion of the Leased Real Property, (iii) to the knowledge of Sellers, the Company’s or Subsidiary’s possession and quiet enjoyment of the Leased Real Property has not been disturbed and there are no disputes with respect to the Real Property Leases; (iv) no other party to such Real Property Lease is an Affiliate of, or otherwise has any economic interest in, the Company or Subsidiary; (v) neither the Company nor Subsidiary has collaterally assigned or granted any Encumbrance (other than Permitted Encumbrances) in such Real Property Lease or any interest therein; (vi) to the knowledge of the Sellers, there are no construction liens or similar Encumbrances with respect to the Leased Real Property; and (vii) no security deposit or portion thereof deposited with respect to such Real Property Lease has been applied in respect of a breach of or default under such Real Property Lease that has not been redeposited in full. The Company does not owe, nor to the knowledge of the Sellers will it owe in the future, any brokerage commissions or finder’s fees with respect to any of the Real Property Leases. Schedule 3.9(b) lists all amendments, modifications, estoppels, subordination, non-disturbance and attornment agreements and any other agreements or understandings related to the Leased Real Property or the Real Property Leases. (c) None of Sellers, the Company or Subsidiary has received written notice of any condemnation, expropriation or other proceeding in eminent domain affecting any parcel of Leased Real Property or any portion thereof or interest therein. (d) To the knowledge of Sellers, the Leased Real Property is in compliance with all applicable building, planning, zoning, subdivision, health and safety (including fire regulations), land use and other applicable Laws, and all insurance requirements affecting the Leased Real Property. The Company has not received any written notice of violation of any applicable Law or insurance requirements affecting the Leased Real Property and there is no basis for the issuance of any such notice or the taking of any action for such violation. (e) To the knowledge of Sellers, the current use and occupancy of the Leased Real Property and the operation of the Business of the Company and its Subsidiaries has such consents, easements, rights of way, permits, licenses and other similar real property interests (collectively, “Rights of Way”) from each person as are sufficient to conduct its business Subsidiary as currently conducted, except for such Rights of Way the absence of which have not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and its Subsidiaries has fulfilled and performed all its material obligations with respect to such Rights of Way and conducts their business in a manner that does conducted thereon do not violate any of the Rights of Way, and no event has occurred that would result in, or after notice or lapse of time would result in, revocation or termination thereof or would result in any impairment respect any easement, covenant, condition, restriction or similar provision in any instrument of the rights of the holder of any such Rights of Way, except for such revocations, terminations and impairments that have not had and would not reasonably be expected to have a Company Material Adverse Effect. All pipelines owned or operated by the Company and its Subsidiaries are subject to Rights of Way, there are no encroachments record or other encumbrances on the Rights of Way that materially affect the use thereof, there are no encroachments of improvements of the Company or any of its Subsidiaries outside of the boundaries of unrecorded agreement affecting such Rights of Way other than encroachments that have not had and would not reasonably be expected to have a Company Material Adverse Effect and there are no gaps (including any gap arising as a result of any breach by the Company or any of its Subsidiaries of the terms of any Rights of Way) in the Rights of Way other than gaps that have not had and would not reasonably be expected to have a Company Material Adverse EffectLeased Real Property.

Real Property. (a) Except as would not reasonably Section 4.15(a) of the FA Disclosure Schedule sets forth a true and complete list of all real property and interests in real property owned or purported to be expected to have owned by FA or any of its Subsidiaries that has a Company Material Adverse Effectvalue individually of at least $10 million (collectively, the Company “FA Owned Real Property”) and the address for each FA Owned Real Property. FA or a Subsidiary of its Subsidiaries, as the Company owns and has either case may be, holds good and marketable fee title in fee or a valid leasehold interest, easement or other rights to the landFA Owned Real Property, buildings, structures and other improvements thereon and fixtures thereto necessary to permit it to conduct its business as currently conducted, in each case free and clear of all Liens (Liens, except in all cases for Permitted Liens). Except as would . (b) Section 4.15(b)(i) of the FA Disclosure Schedule sets forth (i) a true and complete list of all real property leased, subleased or otherwise occupied but not reasonably be expected to have a Company Material Adverse Effect and except as may be limited owned by the Bankruptcy and Equity Exception, all leases, Rights of Way agreements or other agreements under which the Company FA or any of its Subsidiaries with, as applicable, annual rental payments expected to be paid by FA or such Subsidiary for calendar year 2015 in excess of $1 million per lease, access sublease or use otherwise (collectively, the “FA Leased Real Property”), (ii) the address for each parcel of FA Leased Real Property, (iii) a description of the applicable lease, sublease, occupancy agreement or other agreement therefor and any real property or real property interest are validand all material amendments, binding modifications and in full force side letters relating thereto (true and effect against correct copies of each of which FA has delivered to GSM) and (iv) the Company current rent amounts payable by FA or any of its Subsidiaries andrelated to each FA Leased Real Property. FA or its Subsidiaries, to as the Knowledge case may be, has a valid and subsisting leasehold or subleasehold interest in the FA Leased Real Property free and clear of the Companyall Liens, the counterparties thereto, in accordance with their respective terms, and neither the Company nor any of its Subsidiaries are in default under any of such leases, Rights of Way or other agreementsexcept for Permitted Liens. (bc) Each The FA Owned Real Property and the FA Leased Real Property are referred to collectively herein as the “FA Real Property.” The FA Real Property constitutes all real property necessary for the conduct of the Company business of FA and its Subsidiaries has such consentsSubsidiaries, easementstaken as a whole, rights of way, permits, licenses and other similar real property interests (collectively, “Rights of Way”) from each person as are sufficient to conduct its business as currently conducted, except for such Rights of Way the absence of which have . Except as has not had resulted in and would not reasonably be expected to have a Company Material Adverse Effect. Each result in, individually or in the aggregate, material liability to FA or its Subsidiaries or otherwise materially impair the conduct of the Company business, financial condition or results of operations of FA and its Subsidiaries has fulfilled and performed as currently conducted: (i) each parcel of FA Real Property is in compliance in all its material obligations respects with respect all existing Laws applicable to such Rights FA Real Property, and (ii) neither FA nor any of Way its Subsidiaries has received written notice of any Proceedings in eminent domain, condemnation or other similar Proceedings that are pending, and conducts their business in a manner that does not violate to FA’s Knowledge there are no such Proceedings threatened, affecting any portion of the FA Real Property and neither FA nor any of its Subsidiaries has received written notice of the existence of any outstanding Order or of any pending Proceeding and to the Knowledge of FA, there is no such Order, or Proceeding threatened, relating to the ownership, lease, use, occupancy or operation by any Person of the FA Real Property. Other than the FA Lease Agreements, there are no leases, subleases, licenses or other agreements granting any Person the right to use or occupy any of the Rights of Way, FA Real Property or any portion thereof; and no event other Person is in possession of any FA Real Property or portion thereof. Neither FA nor any of its Subsidiaries has occurred that would result in, granted any option or after notice or lapse of time would result in, revocation or termination thereof or would result in other right to any impairment third party to purchase any of the rights of the holder of any such Rights of Way, except for such revocations, terminations and impairments that have FA Real Property or portion thereof. Except as has not had resulted in and would not reasonably be expected to have result in, individually or in the aggregate, a Company Material Adverse Effect. All pipelines owned or operated by material impact the Company conduct of the business of FA and its Subsidiaries as currently conducted, each FA Real Property and all buildings, structures, improvements and fixtures located on, under, over or within the FA Real Property are in a state of good operating condition and are sufficient for the continued conduct of business in the ordinary course, subject to Rights of Way, there are no encroachments or other encumbrances on the Rights of Way that materially affect the use thereof, there are no encroachments of improvements of the Company or reasonable wear and tear. (d) Neither FA nor any of its Subsidiaries outside is a lessee under any lease or sub-lease of the boundaries of such Rights of Way other than encroachments that have any mining property. (e) Except as has not had and would not reasonably be expected to, individually or in the aggregate, materially impair the conduct of the business, financial condition or results of operations of FA and its Subsidiaries as currently conducted: (i) FA or its Subsidiaries has adequate rights of ingress and egress with respect to the FA Concession Properties, and to all fixtures and improvements used by FA or such Subsidiary in its operations on such FA Concession Properties, as applicable; (ii) all FA Concession Contracts are sufficient to operate the business of FA and its Subsidiaries as it is currently conducted; (iii) to the Knowledge of FA, the FA Concession Contracts will afford FA or its Subsidiaries the right to extract and sell minerals from the FA Concession Properties in a manner consistent with the business of FA and its Subsidiaries as it is currently conducted; (iv) the FA Concession Contracts include all real estate leasehold rights necessary to conduct mining and reclamation activities necessary to operate the business of FA and its Subsidiaries as it is currently conducted; and (v) all location fees, mining claim rental fees, maintenance fees or similar payment obligations required to hold each such FA Concession Property and maintain it in good standing have a Company Material Adverse Effect been paid or other similar payment obligations related to the FA Concession Contracts or the extraction of minerals by FA or its Subsidiaries from the FA Concession Properties that were due and there are no gaps (including any gap arising payable have been or will be paid in full without setoff or claims unless otherwise accurately and fully reserved for or recorded and accrued as a result of any breach by the Company or any of its Subsidiaries of the terms of any Rights of Way) payable in the Rights of Way other than gaps that have not had and would not reasonably be expected to have a Company Material Adverse EffectFA Financial Statements.

Real Property. (ai) Except as would not reasonably be expected to have a Company Material Adverse EffectSchedule 3.01(n)(i) of the Disclosure Schedules lists all Real Property Rights of any Acquired Company, the real property in which any Acquired Company or has Real Property Rights, and appurtenances thereto (collectively, the “Land”). Each Project Company has a Subsidiary of the Company owns and has either good and marketable title in fee valid leasehold, easement, access, license, or a valid leasehold interestright of way interests, easement or other rights to the land, buildings, structures and other improvements thereon and fixtures thereto necessary to permit it to conduct its business as currently conductedapplicable, in each case the Land required or associated with the applicable Project, free and clear of all Liens Liens, except: (except in all cases A) for Permitted Liens). Except Exceptions; (B) as would not reasonably be expected disclosed in the applicable Title Proforma delivered by Seller to have a Company Material Adverse Effect Purchaser on or before the Closing Date; and except (C) as may be limited by disclosed in the Bankruptcy and Equity Exception, all leases, Rights of Way agreements or other agreements under which the Company or any of its Subsidiaries lease, access or use any real property or real property interest are valid, binding and in full force and effect against the Company or any of its Subsidiaries and, to the Knowledge of the Company, the counterparties thereto, in accordance with their respective terms, and neither the Company nor any of its Subsidiaries are in default under any of such leases, Rights of Way or other agreementsapplicable Title Policy. (bii) Each Except as set forth on Schedule 3.01(n)(ii) of the Disclosure Schedules, no Acquired Company and its Subsidiaries has such consentsentered into any assignment, easementslease, rights license, sublease, easement or other agreement granting to any Person any right to the possession, use, occupancy or enjoyment of the Land. (iii) No Acquired Company has caused or suffered to exist any easement, right-of-way, permitscovenant, licenses and condition, restriction, reservation, license, agreement or other similar matter that would materially interfere with the operation of the Projects or the business of the Acquired Companies in respect of the Real Property Rights, except as set forth on Part I of Schedule 3.01(n)(iii) of the Disclosure Schedules, in the applicable Title Proforma or in the applicable Title Policy. (iv) Except as set forth on Part II of Schedule 3.01(n)(iii) of the Disclosure Schedules, the Real Property Rights are all the real property interests rights necessary for the Acquired Companies to develop, construct, own and operate the Projects. (collectively, “Rights v) None of Way”) from each person as are sufficient to conduct its business as currently conducted, except for such Rights of Way the absence of which have not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and its Subsidiaries has fulfilled and performed all its material obligations with respect to such Rights of Way and conducts their business in a manner that does not violate any of the Rights of Way, and no event has occurred that would result in, or after notice or lapse of time would result in, revocation or termination thereof or would result in any impairment of the rights of the holder of any such Rights of Way, except for such revocations, terminations and impairments that have not had and would not reasonably be expected to have a Company Material Adverse Effect. All pipelines owned or operated by the Company and its Subsidiaries are subject to Rights of Way, there are no encroachments or other encumbrances on the Rights of Way that materially affect the use thereof, there are no encroachments of improvements of the Company Seller or any of its Subsidiaries outside of the boundaries of such Rights of Way other than encroachments that have not had and would not reasonably be expected to have a Acquired Company Material Adverse Effect and there are no gaps has received any written notice of: (including any gap arising as a result of any breach by the Company A) condemnation, eminent domain or any of its Subsidiaries of the terms of any Rights of Way) similar governmental proceeding materially affecting, individually or in the Rights of Way other than gaps that have not had and would not reasonably be expected to have a Company Material Adverse Effectaggregate, the Projects; or (B) zoning, ordinance, building, fire, health or safety code violations materially affecting the Projects.

Real Property. (a) Schedule 5.16 includes a list of all real property owned, leased or used by COMPANY at the date hereof and all other real property, if any, used by COMPANY in the conduct of its business. Except as would not reasonably be expected set forth in Schedule 5.16 hereto, (i) All real property owned, leased or used by COMPANY is zoned for the conduct of COMPANY's business thereon pursuant to have a Company Material Adverse Effect, the Company or a Subsidiary zoning regulations of the Company owns applicable cities, towns, villages or townships. The uses to which such real property are presently put (including the location of all buildings and other improvements thereon) comply in all material respects with the applicable provisions of such zoning regulations without the benefit of the legal non-conforming use principle of law, or other regulations of such cities, towns, villages or townships or any other governmental body. (ii) As to any real property leased, owned or used by COMPANY there are no material agreements, commitments or understandings pursuant to which COMPANY, or its successors in interest are required to dedicate any part of the real property or to grant any easement, water rights, rights-of-way, or license for ingress and egress or other use in respect to any part of the real property, whether on account of the development of adjacent or nearby real property or otherwise. Other than as provided in the leases of the real property owned by COMPANY and leased to others, except as set forth in Schedule 5.16 hereto, no person has either any material easement, license or other right whatsoever with respect to such real property. (iii) COMPANY holds good and marketable fee simple title in fee or a valid leasehold interest, easement or other rights to the land, buildings, structures real property identified on Schedule 5.16 hereto as owned by COMPANY and other improvements thereon and fixtures thereto necessary good leasehold title to permit it to conduct its business the real property identified on Schedule 5.16 as currently conductedleased or used by COMPANY, in each case free and clear of all Liens (except in all cases for Permitted Liens). Except as would not reasonably be expected to have a Company Material Adverse Effect and except as may be limited by the Bankruptcy and Equity Exceptionmaterial mortgages, all charges, claims, liens, encumbrances, leases, Rights options to purchase, rights of Way agreements or other agreements under which the Company or any first refusal, contracts of its Subsidiaries lease, access or use any real property or real property interest are valid, binding and in full force and effect against the Company or any of its Subsidiaries and, to the Knowledge of the Company, the counterparties thereto, in accordance with their respective terms, and neither the Company nor any of its Subsidiaries are in default under any of such leases, Rights of Way or other agreements. (b) Each of the Company and its Subsidiaries has such consentssale, easements, rights of way, permits, licenses reservations and other similar real property interests (collectively, “Rights of Way”) from each person as are sufficient to conduct its business as currently conductedrestrictions, except for such Rights of Way the absence of which have not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and its Subsidiaries has fulfilled and performed all its material obligations with respect to such Rights of Way and conducts their business in a manner that does not violate any of the Rights of Way, and no event has occurred that would result in, or after notice or lapse of time would result in, revocation or termination thereof or would result those matters identified in any impairment title reports set forth in Schedule 5.16. No part of the rights such lands is affected by any restrictions imposed by any governmental authority affecting construction of the holder of any such Rights of Way, except for such revocations, terminations and impairments that have not had and would not reasonably be expected to have a Company Material Adverse Effect. All pipelines owned structures thereon or operated by the Company and its Subsidiaries are subject to Rights of Way, there are no encroachments or other encumbrances on the Rights of Way that materially affect the use thereof, there are no encroachments of improvements of the Company or any of its Subsidiaries outside of the boundaries of such Rights of Way thereof by COMPANY other than encroachments that have not had building codes and would not reasonably be expected to have a Company Material Adverse Effect and there are no gaps (including any gap arising as a result of any breach by the Company or any of its Subsidiaries of the terms of any Rights of Way) in the Rights of Way other than gaps that have not had and would not reasonably be expected to have a Company Material Adverse Effectzoning classifications.

Real Property. (a) Except as would not reasonably be expected to have a Company Material Adverse Effect, the Company or a Subsidiary Section 4.19(a) of the Company owns Disclosure Letter contains a complete and correct list of the material Company Owned Real Property (including the street address of each parcel of such Company Owned Real Property). The Company or one or more of its Subsidiaries has either good and marketable fee simple title in fee or a valid leasehold interest, easement or other rights to the land, buildings, structures and other improvements thereon and fixtures thereto necessary to permit it to conduct its business as currently conducted, in each case material Company Owned Real Property free and clear of any and all Liens (except in all cases for Liens, other than Permitted Liens). The Company is not obligated under or a party to any option, right of first refusal or other contractual right to purchase, acquire, sell, assign or dispose of any the material Company Owned Real Property or any portion thereof or interest therein. (b) Section 4.19(b) of the Company Disclosure Letter contains a complete and correct list of the material Company Leased Real Property, including with respect to such Company Leased Real Property the date of such lease or sublease and any material amendments thereto and the street address of such Company Leased Real Property. Except as would not reasonably be expected to have a Company Material Adverse Effect and except as may be limited by the Bankruptcy and Equity Exception, all leases, Rights of Way agreements or other agreements under which materially adverse to the Company or and its Subsidiaries, taken as a whole, each of the Company and its Subsidiaries, as applicable, has good leasehold title to the Company Leased Real Property, free and clear of any of its Subsidiaries leaseLiens, access or use any real property or real property interest other than Permitted Liens. All leases and subleases for the Company Leased Real Property are valid, binding valid and in full force and effect against the Company or any of its Subsidiaries and, in all material respects except to the Knowledge of the Company, the counterparties thereto, extent they have previously expired or terminated in accordance with their respective terms, terms and neither the Company nor any of its Subsidiaries are in nor, to the Knowledge of the Company, any third party, has violated any provision of, or committed or failed to perform any act which, with or without notice, lapse of time or both, would constitute a default that would be materially adverse to the Company and its Subsidiaries, taken as a whole, under the provisions of, any lease or sublease for the Company Leased Real Property. Other than as set forth on Section 4.19(b) of the Company Disclosure Letter, neither the Company nor any of such leasesits Subsidiaries has entered into with any other Person any sublease, Rights of Way license or other agreementsContract that is material to the Company and its Subsidiaries, taken as a whole, and that relates to the use or occupancy of all or any portion of the Company Leased Real Property. (bc) Each The Company Owned Real Property and Company Leased Real Property constitute all real property currently used in connection with the business of the Company and its Subsidiaries has such consentsand which are necessary for the continued operation of the business as the business is currently conducted. Except as set forth on Section 4.19(c) of the Company Disclosure Letter or as would not materially affect the ability of the Company and its Subsidiaries, easementstaken as a whole, rights of way, permits, licenses and other similar real property interests (collectively, “Rights of Way”) from each person as are sufficient to conduct its operate their business as currently conducted, except for such Rights to the Knowledge of Way the absence Company, there are no structural, electrical, mechanical or other defects in any improvements located on any of which have not had and the Company Owned Real Property or Company Leased Real Property. Except as would not reasonably be expected materially affect the ability of the Company and its Subsidiaries, taken as a whole, to have operate their business as currently conducted, 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 proceeding with respect to any of the Company Owned Real Property or the Company Leased Real Property. (d) Except as would not materially adversely affect the ability of the Company and its Subsidiaries, taken as a Company Material Adverse Effect. Each whole, to operate their business as currently conducted, each of the structures, equipment and other tangible assets of the Company and its Subsidiaries has fulfilled utilized in their manufacturing operations is in good and performed all its material obligations usable condition, subject to normal wear and tear and normal industry practice with respect to such Rights of Way and conducts their business in a manner that does not violate any of the Rights of Waymaintenance, and no event has occurred that would result in, or after notice or lapse of time would result in, revocation or termination thereof or would result in any impairment of is adequate and suitable for the rights of the holder of any such Rights of Way, except purposes for such revocations, terminations and impairments that have not had and would not reasonably be expected to have a Company Material Adverse Effect. All pipelines owned or operated by the Company and its Subsidiaries are subject to Rights of Way, there are no encroachments or other encumbrances on the Rights of Way that materially affect the use thereof, there are no encroachments of improvements of the Company or any of its Subsidiaries outside of the boundaries of such Rights of Way other than encroachments that have not had and would not reasonably be expected to have a Company Material Adverse Effect and there are no gaps (including any gap arising as a result of any breach by the Company or any of its Subsidiaries of the terms of any Rights of Way) in the Rights of Way other than gaps that have not had and would not reasonably be expected to have a Company Material Adverse Effectwhich it is presently being used.

Real Property. (a) Except for the Permitted Encumbrances, as set forth on Schedule 3.6(a), or the requirements listed in the Title Commitments, (i) Sellers have good and marketable indefeasible fee simple title to the Owned Real Property and, to Sellers’ Knowledge, a legal, valid, binding and enforceable leasehold interest in the Leased Real Property, and (ii) assuming that an Assignment, Assumption and Consent to Leased Real Property is received by Sellers with respect to each parcel of Leased Real Property in accordance with Section 2.5(d), at Closing, all of Sellers’ right, title and interest to the Owned Real Property and leasehold interest in the Leased Real Property shall be conveyed to Buyers, free and clear of all Encumbrances, subject to Encumbrances by any Buyer. (b) Except for the Permitted Encumbrances, the Blanket Liens that will be released as provided in Section 6.18, as set forth on Schedule 3.6(b): (i) Except for matters that would not reasonably be expected to have a Company Sellers’ Material Adverse EffectCondition, there are no Proceedings pending and brought by or, to Sellers’ Knowledge, threatened by, any third party which would reasonably be expected to result in a material change in the allowable uses of the Real Property; (ii) Sellers have not leased or otherwise granted a present or future right to possession or occupancy or use of all or any part of the Owned Real Property; (iii) There are no outstanding options, rights of first offer or rights of first refusal to purchase, right to acquire or right to lease the Owned Real Property or, to Sellers’ Knowledge, the Company Leased Real Property or a Subsidiary of the Company owns and has either good and marketable title in fee or a valid leasehold interest, easement or other rights to the land, buildings, structures and other improvements thereon and fixtures thereto necessary to permit it to conduct its business as currently conducted, in each case free and clear of all Liens any portion thereof; (except in all cases iv) Except for Permitted Liens). Except as matters that would not reasonably be expected to have a Company Sellers’ Material Adverse Effect Condition, Sellers have delivered to Buyers true and except as may be limited by the Bankruptcy and Equity Exceptioncomplete copies of all Real Estate Leases, all leases, Rights of Way agreements or other agreements under which the Company or any of its Subsidiaries lease, access or use any real property or real property interest are valid, binding and in full force and effect against case of any oral Real Estate Lease, a summary of the Company or any material terms of its Subsidiaries andsuch Real Estate Lease. Neither Sellers nor, to the Knowledge of the CompanySellers’ Knowledge, the counterparties theretolandlords, in accordance with their respective terms, and neither the Company nor any of its Subsidiaries are in material breach or default under any Real Estate Lease that has not been cured, and no event has occurred or circumstance exists that, with the delivery of notice, the passage of time or both, would constitute such leasesa breach or default or would permit the termination, Rights modification or acceleration of Way or other agreements.rent under such Real Estate Lease; (bv) Each of the Company and its Subsidiaries has such consents, easements, rights of way, permits, licenses and other similar real property interests (collectively, “Rights of Way”) from each person as are sufficient to conduct its business as currently conducted, except Except for such Rights of Way the absence of which have not had and matters that would not reasonably be expected to have a Company Sellers’ Material Adverse Effect. Each Condition, there are no Proceedings (including condemnation or eminent domain proceedings) pending or, to Sellers’ Knowledge, threatened against all or any part of the Company and its Subsidiaries has fulfilled and performed all its material obligations with respect to such Rights of Way and conducts their business in a manner Real Property; (vi) Except for matters that does not violate any of the Rights of Way, and no event has occurred that would result in, or after notice or lapse of time would result in, revocation or termination thereof or would result in any impairment of the rights of the holder of any such Rights of Way, except for such revocations, terminations and impairments that have not had and would not reasonably be expected to have a Company Sellers’ Material Adverse Effect. All pipelines owned Condition, Sellers have not received any written notice of (A) any material violation of any applicable zoning ordinance, building code, use or operated by occupancy restriction, covenant, condition or restriction of record or any other violation of Applicable Law relating to the Company and its Subsidiaries are subject to Rights Real Property or the improvements thereon or (B) any material pending special assessments affecting all or any part of Waythe Real Property (except as shown on the Title Commitments); and (vii) To Sellers’ Knowledge, there are no encroachments unrecorded material contracts, leases, easements or other encumbrances on agreements, rights or claims of third parties affecting the Rights of Way that materially affect the use thereofuse, there are no encroachments of improvements title, access to, occupancy or development of the Owned Real Property. (c) Neither any Seller nor any Seller Company (directly or indirectly) owns or has any interest in or any rights to acquire, lease or otherwise use any land or other real property that (a) (i) is situated within a one (1) mile radius of its Subsidiaries outside any landfill Asset and (ii) would be reasonably expected to interfere with any Buyer’s prospective ownership, use, operation or expansion of such Asset, or (b) is adjacent to any transfer station or hauling Asset. (d) Sellers have completed the capping of approximately 69 acres of the boundaries of such Rights of Way other than encroachments that have not had ▇▇▇▇▇▇▇▇ Canyon Landfill. Such capping has been performed and would not reasonably be expected to have a Company Material Adverse Effect and there are no gaps (including any gap arising as a result of any breach by the Company or any of its Subsidiaries of the terms of any Rights of Way) completed in the Rights of Way other than gaps that have not had and would not reasonably be expected to have a Company Material Adverse Effectaccordance with all Applicable Laws.

Real Property. (ai) Except as would Hosting does not reasonably be expected own any Real Property. Networks does not own any Real Property. Hosting is not a party to have any agreement or option to purchase any Real Property or interest therein. (ii) Schedule 3(n)(ii) attached hereto sets forth a Company Material Adverse Effecttrue and complete list of (A) the address of each parcel of all Leased Real Property that is used or held for use by Hosting or Networks in connection with, the Company or a Subsidiary operation of their respective Hosting Business as currently operated by each of them (collectively, the "Hosting Leased Real Property") and (B) the date and the names of the Company owns parties to each Real Property Lease in respect of each parcel of Hosting Leased Real Property (collectively, the "Hosting Real Property Leases"). Hosting and Networks has either good delivered to VitalStream a true and marketable title complete copy of each written Hosting Real Property Lease, and in fee or the case of any oral Hosting Real Property Lease, a valid leasehold interest, easement or other rights to written summary of the land, buildings, structures and other improvements thereon and fixtures thereto necessary to permit it to conduct its business as currently conducted, in each case free and clear material terms of all Liens (except in all cases for Permitted Liens)such Hosting Real Property Lease. Except as would not reasonably be expected set forth on Schedule 3(n)(ii) attached hereto, with respect to have a Company Material Adverse Effect each Hosting Real Property: (A) such Hosting Real Property Lease is legal, valid, binding, enforceable and in full force and effect, except as such enforceability may be limited by the Bankruptcy and Equity Exception(1) applicable insolvency, all leasesbankruptcy, Rights of Way agreements reorganization, moratorium or other agreements similar Laws affecting creditors' rights generally and (2) applicable equitable principles (whether considered in a proceeding at law or in equity); (B) the transactions contemplated by this Agreement and the other Transaction Agreements do not require the consent of any other party to such Hosting Real Property Lease (except as set forth in Schedule 3(b) attached hereto), will not result in a breach of or default under which the Company or any of its Subsidiaries leasesuch Hosting Real Property Lease, access or use any real property or real property interest are and will not otherwise cause such Hosting Real Property Lease to cease to be legal, valid, binding binding, enforceable and in full force and effect against on identical terms following the Company Closing; (C) Neither Hosting's nor Network's possession and quiet enjoyment of the Hosting Leased Real Property under such Hosting Real Property Lease has not been disturbed, and there are no disputes with respect to such Hosting Real Property Lease; (D) Neither Hosting's or any of its Subsidiaries andNetwork's, on the one hand, nor, to the Knowledge of Hosting and Networks, any other party to such Hosting Real Property Lease, on the Companyother hand, the counterparties thereto, is in accordance with their respective terms, and neither the Company nor any of its Subsidiaries are in breach or default under any of such leases, Rights of Way or other agreements. (b) Each of the Company and its Subsidiaries has such consents, easements, rights of way, permits, licenses and other similar real property interests (collectively, “Rights of Way”) from each person as are sufficient to conduct its business as currently conducted, except for such Rights of Way the absence of which have not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and its Subsidiaries has fulfilled and performed all its material obligations with respect to such Rights of Way and conducts their business in a manner that does not violate any of the Rights of WayHosting Real Property Lease, and no event has occurred that or circumstance exists which, with the delivery of notice, the passage of time or both, would result constitute such a breach or default, or permit the termination, modification or acceleration of rent under such Hosting Real Property Lease; (E) Neither Hosting nor Networks owe in the future, any brokerage commissions or finder's fees with respect to such Hosting Real Property Lease; (F) The other party to such Hosting Real Property Lease is not an Affiliate of, and otherwise does not have any economic interest in, Hosting or after notice Networks; (G) Neither Hosting nor Networks has subleased, licensed or lapse otherwise granted any Person the right to use or occupy such Hosting Leased Real Property or any portion thereof; (H) Neither Hosting nor Networks has collaterally assigned or granted any other Lien in such Hosting Real Property Lease or any interest therein; and (I) Except as may arise by operation of time would result in, revocation law or termination thereof or would result in under any impairment of the rights of the holder of any such Rights of Way, except for such revocations, terminations and impairments that have not had and would not reasonably be expected to have a Company Material Adverse Effect. All pipelines owned or operated by the Company and its Subsidiaries are subject to Rights of WayHosting Real Property Lease, there are no encroachments or other encumbrances Liens on the Rights estate or interest created by such Hosting Real Property Lease. (iii) All Improvements included in the Hosting Leased Real Property are in good condition and repair and sufficient for the operation of Way that materially affect the use thereof, there Hosting Business of Hosting and Networks as currently conducted thereon or contemplated to be conducted thereon. There are no encroachments of improvements structural deficiencies or latent defects affecting any of the Company or any of its Subsidiaries outside of the boundaries of such Rights of Way other than encroachments that have not had and would not reasonably be expected to have a Company Material Adverse Effect Improvements and there are no gaps facts or conditions affecting any of the Improvements which would, individually or in the aggregate, interfere in any respect with the use or occupancy of the Improvements or any portion thereof in the operation of the Hosting Business of Hosting and Networks as currently conducted thereon or contemplated to be conducted thereon. (iv) There is no condemnation, expropriation or other proceeding in eminent domain, pending or threatened, affecting any parcel of Hosting Leased Real Property or any portion thereof or interest therein. There is no injunction, decree, order, writ or judgment outstanding, nor any Claims, administrative actions or similar proceedings, pending or threatened, relating to the ownership, lease, use or occupancy of the Hosting Leased Real Property or any portion thereof, or the operation of the Hosting Business of Hosting as currently conducted thereon or contemplated to be conducted thereon. (v) The Hosting Leased Real Property is in compliance with all applicable Real Property Laws (including any gap arising as a result Environmental, Health and Safety Requirements, zoning, planning, subdivision, platting or similar Laws) affecting the Hosting Leased Real Property, and the current use and occupancy of the Hosting Leased Real Property and operation of the Hosting Business of Hosting thereon does not violate any Real Property Laws. Neither Hosting nor Networks has received any notice of violation of any breach by Real Property Law and there is no basis for the Company issuance of any such notice or the taking of any action for such violation. There is no pending or anticipated change in any Real Property Law that will have a Hosting Material Adverse Effect on the ownership, lease, use or occupancy of any Hosting Leased Real Property or any of its Subsidiaries portion thereof in the continued operation of the terms Hosting Business of any Rights of Way) in the Rights of Way other than gaps that have not had Hosting and would not reasonably Networks as currently conducted thereon or contemplated to be expected to have a Company Material Adverse Effectconducted thereon.

Real Property. (a1) Section 4.03(r)(1) of the Constellation OP Disclosure Letter sets forth a list of the common name and address of each parcel of real property owned by a Contributed Entity or a Contributed Entity Subsidiary as of the date of this Agreement that has a net book value of $10 million or more (all such real property interests, together with all buildings, structures and other improvements and fixtures located on or under such real property and all easements, rights and other appurtenances to such real property, are individually referred to herein as a “Contributed Entity Property”). As of the date of this Agreement, each of the Contributed Entity Properties is owned by the Contributed Entity or the Contributed Entity Subsidiary indicated on Section 4.03(r)(1) of the Constellation OP Disclosure Letter. Except as set forth in Section 4.03(r)(1) of the Constellation OP Disclosure Letter, there are no real properties that any Contributed Entity or any Contributed Entity Subsidiary is obligated to buy at some future date. No Contributed Entity nor any Contributed Entity Subsidiary leases or subleases, or is obligated to lease or sublease at some future date, in each case, as a tenant or subtenant, any real property. (2) The applicable Contributed Entity or Contributed Entity Subsidiary owns good and valid fee simple title to each of the Contributed Entity Properties, in each case, free and clear of Liens, except for Permitted Liens, none of which Permitted Liens have resulted in or would reasonably be expected to result in a Contributed Entity Material Adverse Effect. (3) There are no pending or, to the Knowledge of Constellation OP, threatened condemnation, expropriation, eminent domain or rezoning proceedings affecting all or any portion of any of the Contributed Entity Properties. The applicable Contributed Entity or Contributed Entity Subsidiary has all material certificates, variances, permits, licenses or rights required by applicable Law for use and occupancy as are necessary to conduct the business of such Contributed Entity or Contributed Entity Subsidiary thereon as presently conducted or currently intended by such Contributed Entity or Contributed Entity Subsidiary to be conducted, and to the Knowledge of Constellation OP, none of the Contributed Entities or Contributed Entity Subsidiaries has received written notice of any outstanding threat of modification, suspension or cancellation of any such material certificate, variance, permit, license or right, except as would not reasonably be expected to have result in a Company Contributed Entity Material Adverse Effect, . (4) Section 4.03(r)(4) of the Company Constellation OP Disclosure Letter sets forth a list of each lease or sublease to which a Contributed Entity or a Contributed Entity Subsidiary is a lessor with respect to any of the Company owns Contributed Entity Properties, together with all amendments, modifications, supplements, renewals and extensions related thereto, which lease (i) (A) provides for monthly rent in excess of Ten Thousand Dollars ($10,000) and (B) has either good a term of sixty (60) months or longer or (ii) is for a net rentable area in excess of eighteen thousand (18,000) square feet (the “Contributed Entity Major Leases”). Constellation OP has made available to each of the Other Parties complete and marketable title correct copies of the Contributed Entity Major Leases. (5) To the Knowledge of Constellation OP, there are no Tax abatements or exemptions specifically affecting the Contributed Entity Properties, and no Contributed Entity nor any Contributed Entity Subsidiary has received any written notice of (and Constellation OP does not have any Knowledge of) any proposed increase in fee the assessed valuation of any of the Contributed Entity Properties or a valid leasehold interestof any proposed public improvement assessments that will result in the Taxes or assessments payable in the next tax period increasing, easement or other rights to the land, buildings, structures and other improvements thereon and fixtures thereto necessary to permit it to conduct its business as currently conducted, except in each case free and clear of all Liens (except in all cases for Permitted Liens). Except as would not reasonably be expected to have a Company Material Adverse Effect and except as may be limited by the Bankruptcy and Equity Exception, all leases, Rights of Way agreements any such Taxes or other agreements under which the Company or any of its Subsidiaries lease, access or use any real property or real property interest are valid, binding and in full force and effect against the Company or any of its Subsidiaries and, to the Knowledge of the Company, the counterparties thereto, in accordance with their respective terms, and neither the Company nor any of its Subsidiaries are in default under any of such leases, Rights of Way or other agreements. (b) Each of the Company and its Subsidiaries has such consents, easements, rights of way, permits, licenses and other similar real property interests (collectively, “Rights of Way”) from each person as are sufficient to conduct its business as currently conducted, except for such Rights of Way the absence of which assessment that have not had resulted in, and would not reasonably be expected to have result in, a Company Contributed Entity Material Adverse Effect. Each . (6) No purchase option has been exercised under any Contributed Entity Major Lease or Contributed Entity Material Contract for which the purchase has not closed prior to the date of this Agreement. (i) There are no unexpired options to purchase agreements, rights of first refusal or first offer or any other rights to purchase or otherwise acquire any Contributed Entity Property or any portion thereof (other than a tenant’s right to lease space), and (ii) there are no other outstanding rights or agreements to enter into any contract for sale, ground lease or letter of intent to sell or ground lease any Contributed Entity Property that, in each case, is in favor of any third party. (8) With respect to each Contributed Entity Property, there is issued and outstanding a Contributed Entity Title Insurance Policy, a copy of which, together with all exception documents referenced therein other than such documents pertaining to utility easements, right of way easements, and other easements for the benefit or use of the Company and its Subsidiaries public or that do not impose any monetary obligations, has fulfilled and performed all its material obligations with respect been made available to such Rights each of Way and conducts their business the Other Parties. No written claim has been made against any Contributed Entity Title Insurance Policy that has resulted in or would be reasonably expected to result in a manner that does not violate any Contributed Entity Material Adverse Effect. (9) The Contributed Entities have made available to each of the Rights Other Parties a rent roll relating to the Contributed Entity Properties that is true, correct and complete in all material respects as of Waythe date of this Agreement. No Contributed Entity nor any Contributed Entity Subsidiary has entered into any agreements with any Governmental Authority relating to assistance with rent payments. (10) The Contributed Entities and the Contributed Entity Subsidiaries have good and valid title to, or a valid and no event has occurred that would result enforceable leasehold interest in, or after notice other right to use, all personal property owned, used or lapse held for use by them as of time would result the date of this Agreement (other than property owned by tenants and used or held in connection with the applicable tenancy), except as has not resulted in, revocation or termination thereof or would result in any impairment of the rights of the holder of any such Rights of Way, except for such revocations, terminations and impairments that have not had and would not reasonably be expected to have result in, a Company Contributed Entity Material Adverse Effect. All pipelines owned No Contributed Entity’s nor any Contributed Entity Subsidiary’s ownership of or operated by the Company and its Subsidiaries are leasehold interest in any such personal property is subject to Rights of Wayany Liens, there are no encroachments or other encumbrances on the Rights of Way that materially affect the use thereof, there are no encroachments of improvements of the Company or any of its Subsidiaries outside of the boundaries of such Rights of Way other than encroachments except for Permitted Liens and Liens that have not had resulted in, and would not reasonably be expected to have result in, a Company Material Adverse Effect and there are no gaps (including any gap arising as a result of any breach by the Company or any of its Subsidiaries of the terms of any Rights of Way) in the Rights of Way other than gaps that have not had and would not reasonably be expected to have a Company Contributed Entity Material Adverse Effect.

Real Property. (a) Except as would not reasonably be expected Section 5.25(a) to have a Company Material Adverse Effect, the Company or a Subsidiary Disclosure Letter lists all real property owned by the Company (the "Owned Real Property"). Other than condemnation rights of Governmental Entities and Permitted Liens none of the Owned Real Property is subject to any right or option of any other Person to purchase or otherwise obtain title to all or any portion of such property. (b) Schedule 5.25(b) to the Company owns Disclosure Letter contains a list of all leases, licenses, Permits, subleases, and has either good occupancy agreements, together with any amendments thereto (the "Leases") with respect to (i) all real property leased by the Company (as lessee and marketable title including those in fee or a valid leasehold interest, easement the names of nominees or other rights entities) in connection with the Company's Business (the "Leased Property"), and (ii) all real property leased or subleased by the Company, as lessor or sublessor, to the land, buildings, structures and other improvements thereon and fixtures thereto necessary to permit it to conduct its business as currently conducted, in each case free and clear of all Liens (except in all cases for Permitted Liens)third parties. Except as would not reasonably be expected identified on Schedule 5.25(b) to have a Company Material Adverse Effect and except as may be limited by the Bankruptcy and Equity Exception, all leases, Rights of Way agreements or other agreements under which the Company or any Disclosure Letter, true, complete and accurate copies of its Subsidiaries leasethe Leases have been made available to Parent, access or use any real property or real property interest are valid, binding and each of such Leases is in full force and effect against without modification or amendment from the form delivered except for leases which expire by their terms prior to the Cut-off Date. No option has been exercised under any of such Leases, except options whose exercise has been evidenced by a written document, a true, complete and accurate copy of which has been delivered to Parent with the corresponding Lease. Neither the Company or nor, to the Knowledge of the Company, any of its Subsidiaries the other parties to the Leases is in default under any of the Leases, which would have a Material Adverse Effect on the Company, and no amount due under the Leases remains past due, no controversy, claim, dispute or agreement exists between the parties to the Leases, and no default has occurred which with the giving of notice or with the passage of time, or both, would constitute a default thereunder, which would have a Material Adverse Effect on the Company. (c) Except as set forth on Schedule 5.25(c) to the Company Disclosure Letter: (i) The Company has not received any written notice of any violation of any Applicable Laws (including, without limitation, the Americans with Disabilities Act) in respect of the Owned Real Property or Leased Property, which has not been heretofore remedied, other than notices of violations which would not have a Material Adverse Effect on the Company, and, to the Knowledge of the Company, the counterparties theretothere does not exist any such violations which, individually or in accordance combination with their respective termsany others, and neither the Company nor any of its Subsidiaries are in default under any of such leases, Rights of Way or other agreements. (b) Each of the Company and its Subsidiaries has such consents, easements, rights of way, permits, licenses and other similar real property interests (collectively, “Rights of Way”) from each person as are sufficient to conduct its business as currently conducted, except for such Rights of Way the absence of which have not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and its Subsidiaries has fulfilled and performed all its material obligations with respect to such Rights of Way and conducts their business in a manner that does not violate any of the Rights of Way, and no event has occurred that would result in, or after notice or lapse of time would result in, revocation or termination thereof or would result in any impairment of the rights of the holder of any such Rights of Way, except for such revocations, terminations and impairments that have not had and would not reasonably be expected to have a Company Material Adverse Effect. All pipelines owned or operated by the Company and its Subsidiaries are subject to Rights of Way, there are no encroachments or other encumbrances on the Rights of Way that materially affect the use thereof, there are no encroachments of improvements of the Company or any of its Subsidiaries outside of the boundaries of such Rights of Way other than encroachments that have not had and would not reasonably be expected to have a Company Material Adverse Effect and there are no gaps (including any gap arising as a result of any breach by on the Company or any of its Subsidiaries of the terms of any Rights of Way) in the Rights of Way other than gaps that have not had and would not reasonably be expected to have a Company Material Adverse Effect.Company;

Real Property. (a) Schedule 4.9(a) of the PECO Disclosure Letter lists the parcels of real property that, together with the structures and improvements thereon, constitute the PECO Real Property, and sets forth the applicable PECO Entity owning such PECO Real Property. Except as disclosed in title insurance policies and reports (and the documents or surveys referenced in such policies and reports): (i) each PECO Entity owns fee simple title to each of the PECO Real Properties, free and clear of Liens, except for Permitted Liens; and (ii) except as has not had and would not, individually or in the aggregate, have a PECO Material Adverse Effect, neither PECO nor any PECO Entity has received written notice of any uncured violation of any Law (including zoning, building or similar Laws) affecting any portion of any of the PECO Real Properties issued by any Governmental Entity. There is issued and outstanding with respect to each PECO Real Property an owner’s policy of title insurance insuring the fee simple interest of the applicable PECO Entity in the PECO Real Property owned by it. No claims have been made against any such title insurance policies. (b) Except as disclosed in property condition assessments and similar structural engineering reports relating to the PECO Real Properties, PECO has not received written notice of, nor does PECO have any Knowledge of, any latent defects or adverse physical conditions affecting any of the PECO Real Properties or the improvements thereon that have not been corrected or cured prior to the date of this Agreement, except as would not, individually or in the aggregate, have a PECO Material Adverse Effect. (c) PECO and the PECO Entities have good title to, or a valid and enforceable leasehold interest in, all material personal property assets owned, used or held for use by them. Neither PECO’s, nor the PECO Entities’, ownership of any such personal property is subject to any Liens, other than Permitted Liens. (d) Except as would not not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, the Company or a Subsidiary of the Company owns and has either good and marketable title in fee or a valid leasehold interest, easement or other rights to the land, buildings, structures and other improvements thereon and fixtures thereto necessary to permit it to conduct its business as currently conducted, in each case free and clear of all Liens (except in all cases for Permitted Liens). Except as would not reasonably be expected to have a Company PECO Material Adverse Effect and except or as may be limited by set forth on Schedule 4.9(d) of the Bankruptcy and Equity ExceptionPECO Disclosure Letter, all leases, Rights of Way agreements or other agreements under which the Company or (i) neither PECO nor any of its Subsidiaries lease, access or use any real property or real property interest are valid, binding and in full force and effect against the Company or any of its Subsidiaries PECO Entity is and, to the Knowledge of the CompanyPECO, the counterparties theretono other party is in breach or violation of, in accordance with their respective termsor default under, and neither the Company nor any of its Subsidiaries are in default under any of such leasesMaterial PECO Lease, Rights of Way or other agreements. (bii) Each of the Company and its Subsidiaries has such consents, easements, rights of way, permits, licenses and other similar real property interests (collectively, “Rights of Way”) from each person as are sufficient to conduct its business as currently conducted, except for such Rights of Way the absence of which have not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and its Subsidiaries has fulfilled and performed all its material obligations with respect to such Rights of Way and conducts their business in a manner that does not violate any of the Rights of Way, and no event has occurred that would result inin a breach or violation of, or after a default under, any Material PECO Lease by PECO or any PECO Entity, or, to the Knowledge of PECO, any other party thereto (in each case, with or without notice or lapse of time would result intime) and no tenant under a Material PECO Lease is in monetary default under such Material PECO Lease, revocation (iii) no tenant under a Material PECO Lease is the beneficiary or termination thereof has the right to become a beneficiary of a loan or would result forbearance from PECO or any PECO Entity in any impairment excess of $500,000 in the rights of the holder of any such Rights of Wayaggregate, except for such revocationsand (iv) each Material PECO Lease is valid, terminations binding and impairments that have not had enforceable in accordance with its terms and would not reasonably be expected is in full force and effect with respect to have a Company Material Adverse Effect. All pipelines owned or operated by the Company and its Subsidiaries are subject to Rights of Way, there are no encroachments or other encumbrances on the Rights of Way that materially affect the use thereof, there are no encroachments of improvements of the Company or any a Company Subsidiary and, to the Knowledge of its Subsidiaries outside PECO with respect to the other parties thereto, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law). No tenant under a Material PECO Lease is currently asserting in writing a right to cancel or terminate such Material PECO Lease prior to the end of the boundaries current term, neither PECO nor any PECO Entity has received a notice of any insolvency or bankruptcy proceeding involving any tenant under a Material PECO Lease, no tenant under a Material PECO Lease is in monetary default in an amount in excess of $100,000 relating to the payment of any amounts payable under such Material PECO Lease and no tenant under a Material PECO Lease has exercised a purchase option or right of first refusal set forth a Material PECO Lease. Neither PECO nor any PECO Entity has received a notice from any tenant under a Material PECO Lease that such tenant intends to terminate such tenant’s Material PECO Lease or that such tenant or other party intends to cease operations of such Rights of Way other than encroachments that have not had and would not reasonably be expected to have a Company Material Adverse Effect and there are no gaps (including any gap arising as a result of any breach by the Company or any of its Subsidiaries of the terms of any Rights of Way) in the Rights of Way other than gaps that have not had and would not reasonably be expected to have a Company Material Adverse Effectstore.