Common use of Real Property Clause in Contracts

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 be material to the business of the Company and 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 valid leasehold estate in such Leased Real Property, free and clear of all Liens, except for Permitted Liens. (ii) The Company and its Subsidiaries have delivered to Acquiror true, correct and complete copies of all leases, lease guaranties, subleases, agreements for the leasing, use or occupancy of, or otherwise granting a right in and to the Leased Real Property by or to the Company or any of its Subsidiaries, 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 to the knowledge of the Company threatened with respect to such Real Property Leases. (iv) To the knowledge of the Company, no party, other than the Company or its Subsidiaries, has any right to use or occupy the Leased Real Property or any portion thereof. (v) Neither the Company nor any of its Subsidiaries has received written notice of any condemnation proceeding or proposed similar Action or agreement for taking in lieu of condemnation with respect to any portion of the Leased Real Property. No material defaults by (A) the Company or its Subsidiaries or (B) to the knowledge of the Company, any landlord or sub-landlord, as applicable, presently exists under any Real Property Lease.

Real Property. 4.8.1. Leased Properties. Schedule 4.8.1 lists the address of all real property leased, subleased or equivalent leasehold rights in U.S. and non-U.S. jurisdictions, by any GM Sale Company or constituting GM Acquired Assets (a) Section 4.19(a) the “GM Leased Real Property”), including any option to purchase the underlying property and leasehold improvements thereon and all security deposits deposited on or on behalf of each Seller related to such leases. Delphi has made available to Parent true and complete copies of the Company Disclosure Letter sets forth a trueleases (including all amendments, correct extensions, renewals, guaranties and complete list, other agreements with respect thereto) (the “Leases”) and subleases covering the GM Leased Real Property (as of amended to the date of this Agreement of (w) Agreement). With respect to the street address of each parcel of GM Leased Real Property, (x) each lease and sublease and except as otherwise specified on Schedule 4.8.1 or where the identity failure of any of the lessor, lessee following to be true and current occupant (if different from lessee) of each such parcel of Leased Real Property, (y) the terms correct has not 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 be material have a Material Adverse Effect: A. The Leases are, to the business Knowledge of the Company applicable Seller, in all material respects, valid, binding, enforceable and its Subsidiaries in full force and effect, in accordance with their respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to or affecting creditors’ rights generally and general equitable principles (taken as whether considered in a wholeProceeding in equity or at law), with respect to each parcel of Leased Real Property:; and (i) The Company None of the Sale Companies, or one the Asset Sellers or, to the Knowledge of the applicable Seller, any other party to its Subsidiaries holds a good and valid leasehold estate Leases, is in material breach under its Leases, other than with respect to monetary defaults by such Leased Real Property, free and clear Asset Sellers under the Leases that are curable by payment of all LiensCure Amounts, if applicable, and, to the Knowledge of Sellers, no event has occurred which, with the delivery of notice or passage of time or expiration of any grace period would constitute a material breach of the respective Sale Company’s or its Asset Seller’s obligations under the Leases (except with respect to breaches that need not be cured under Section 365 of the Bankruptcy Code for Permitted Liens. the Filing Affiliates to assume and assign the Leases to Buyer, if applicable); and (ii) The Company and its Subsidiaries have delivered to Acquiror true, correct and complete copies of all leases, lease guaranties, subleases, agreements for the leasing, use or occupancy of, or otherwise granting a right in and to the Leased Real Property by or to the Company or any of its Subsidiaries, including all amendments, terminations and modifications thereof (collectively, the “Real Property Leases”), and none of such Real Property Leases the Sale Companies or the Asset Sellers 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 received a notice of the Leased Real Property under such Real Property Leases has not been materially disturbed and, there are no material disputes pending or to the knowledge of the Company threatened breach with respect to such Real Property its Leases. (iv) To the knowledge of the Company, no party, other than the Company or its Subsidiaries, has any right to use or occupy the Leased Real Property or any portion thereof. (v) Neither the Company nor any of its Subsidiaries has received written notice of any condemnation proceeding or proposed similar Action or agreement for taking in lieu of condemnation with respect to any portion of the Leased Real Property. No material defaults by (A) the Company or its Subsidiaries or (B) to the knowledge of the Company, any landlord or sub-landlord, as applicable, presently exists under any Real Property Lease.

Real Property. (a) Except as would not reasonably be expected to have a Company Material Adverse Effect: (i) either the Company or a Subsidiary of the Company has good and valid title, subject to Permitted Liens, to each material Real Property owned by the Company or any Subsidiary of the Company (such owned property collectively, the “Company Owned Real Property”); and (ii) either the Company or a Subsidiary of the Company has a good and valid leasehold interest in each material lease, material sublease and other material agreement under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any Real Property (such property, the “Company Leased Real Property” and such leases, subleases and other agreements, collectively, the “Company Real Property Leases”), in each case, free and clear of all Liens other than any Permitted Liens and any Lien encumbering the interest of the landlord thereunder. Except as would not reasonably be expected to have a Company Material Adverse Effect, each Company Real Property Lease and each Company Sublease (defined below) is valid, binding and in full force and effect, subject to the limitation of such enforcement by the Remedies Exceptions. Except as would not reasonably be expected to have a Company Material Adverse Effect, no uncured default on the part of the Company or, if applicable, its Subsidiary or, to the knowledge of the Company, the landlord, sublandlord or subtenant thereunder (as applicable), exists under any Company Real Property Lease or Company Sublease, and no event has occurred or circumstance exists which, with the giving of notice, the passage of time, or both, would constitute a material breach or default under a Company Real Property Lease or Company Sublease. (b) Except as would not reasonably be expected to have a Company Material Adverse Effect, (i) there are no leases, subleases, licenses, rights or other agreements affecting any portion of the Company Owned Real Property or the Company Leased Real Property (collectively, the “Company Subleases,” and the Real Property subject to a Company Sublease, the “Company Subleased Real Property”) that would reasonably be expected to adversely affect the existing use of such Company Owned Real Property or Company Leased Real Property by the Company or its Subsidiaries in the operation of its business thereon; and (ii) there are no outstanding (A) options or (B) rights of first refusal in favor of any other party to purchase any Company Owned Real Property or any portion thereof or interest therein. (c) Section 4.19(a3.17(c) of the Company Disclosure Letter sets forth a true, correct and complete list, as of the date of this Agreement list of (wi) the street address of each parcel of Leased Company Owned Real Property, (x) including the address thereof and the identity of the lessorCompany or its Subsidiary that owns such property, lessee and current occupant (if different from lesseeii) of each such parcel of Leased Real Property, (y) the terms and rental payment amounts pertaining to each such parcel of Company Leased Real Property and (z) the current use of each such parcel of Leased Company Subleased Real Property. Neither , including the Company nor its Subsidiaries owns any real property. Except as would not be or reasonably be expected to be material to address thereof and the business identity of the Company and or its Subsidiaries (taken as Subsidiary that is a whole), with respect to each parcel of Leased Real Property: (i) The Company or one of its Subsidiaries holds a good and valid leasehold estate in such Leased Real Property, free and clear of all Liens, except for Permitted Liens. (ii) The Company and its Subsidiaries have delivered to Acquiror true, correct and complete copies of all leases, lease guaranties, subleases, agreements for the leasing, use or occupancy of, or otherwise granting a right in and party to the Leased applicable Company Real Property by Lease or to the Company or any of its Subsidiaries, 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 to the knowledge of the Company threatened Sublease with respect to such Real Property Leasesproperty. (iv) To the knowledge of the Company, no party, other than the Company or its Subsidiaries, has any right to use or occupy the Leased Real Property or any portion thereof. (v) Neither the Company nor any of its Subsidiaries has received written notice of any condemnation proceeding or proposed similar Action or agreement for taking in lieu of condemnation with respect to any portion of the Leased Real Property. No material defaults by (A) the Company or its Subsidiaries or (B) to the knowledge of the Company, any landlord or sub-landlord, as applicable, presently exists under any Real Property Lease.

Real Property. (a) Section 4.19(a3.9(a) of the Company Regional Disclosure Letter sets forth a true, correct the address and complete list, as of the date of this Agreement of (w) the street address description of each parcel of Leased real property owned in fee simple (the “Regional Owned Real Property, (x”) the identity by Regional and any 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 Propertyits Subsidiaries. Neither the Company nor its Subsidiaries owns any real property. Except as would not be or reasonably be expected to be material to the business of the Company and its Subsidiaries (taken as a whole), with With respect to each parcel of Leased Regional Owned Real Property, except as would not be expected to have, individually or in the aggregate, a Regional Material Adverse Effect: (i) The Company Regional or one of its Subsidiaries holds a has good and valid leasehold estate in title to such Leased Regional Owned Real Property, free and clear of all Liens, except for Regional Permitted Liens.; (ii) The Company and neither Regional nor any of its Subsidiaries have delivered has leased or otherwise granted to Acquiror true, correct and complete copies of all leases, lease guaranties, subleases, agreements for any Person the leasing, right to use or occupancy ofoccupy such Regional Owned Real Property or any portion thereof (in each case that is currently in effect); and (iii) there are no outstanding options, rights of first offer or otherwise granting a right rights of first refusal to purchase such Regional Owned Real Property or any portion thereof or interest therein. (b) The real property leased by Regional or its Subsidiaries as tenant under the leases described in and to Section 3.9(b) of the Regional Disclosure Letter (the “Regional Leased Real Property Property”) constitutes all of the real property leased by or to the Company Regional or any of its Subsidiaries. Except as would not be expected to have, including all amendmentsindividually or in the aggregate, terminations and modifications thereof (collectivelya Regional Material Adverse Effect, the “Regional Leased Real Property Leases”)leases are in full force and effect in all material respects, and none either Regional or one of its Subsidiaries holds a valid and enforceable leasehold interest under each such lease, subject to proper authorization and execution of such Real Property Leases lease by the other party and the application of the Bankruptcy and Equity Exception. Regional has been modified delivered or made available to SunLink complete and accurate copies of each of the leases described in any Section 3.9(b) of the Regional Disclosure Letter. Regional and its Subsidiaries are, to Regional’s Knowledge, in compliance with the material respectprovisions of such leases, except in each case as would not be expected to the extent that such modifications have been disclosed by the copies delivered be material to Acquiror. (iii) The Company’s SunLink and its Subsidiaries’, taken 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 to the knowledge of the Company threatened with respect to such Real Property Leases. (iv) To the knowledge of the Company, no party, other than the Company or its Subsidiaries, has any right to use or occupy the Leased Real Property or any portion thereof. (v) a whole. Neither the Company Regional nor any of its Subsidiaries has received in the last two years any written notice from any lessor of any condemnation proceeding Regional Leased Real Property alleging the occurrence of a material violation or proposed similar Action or agreement for taking in lieu material breach of condemnation with respect a Contract relating to any portion of the such Regional Leased Real Property. No . (c) To Regional’s Knowledge, except as would not be expected to have, individually or in the aggregate, a Regional Material Adverse Effect, there are no material defaults by (A) defects in the Company or its Subsidiaries or (B) to Regional Owned Real Property and the knowledge Regional Leased Real Property, and the Regional Owned Real Property and the Regional Leased Real Property are in operating condition and repair, normal wear and tear and other than items currently under repair excepted, and adequate and suitable for the operation of the Company, any landlord or sub-landlordbusiness of Regional, as applicable, presently exists under any Real Property Leasecurrently conducted.

Real Property. (ai) Amedisys does not, nor do any of its subsidiaries, own any real property. (ii) Section 4.19(a4.1(s)(ii) of the Company Amedisys Disclosure Letter sets forth a truelist of all leases, correct subleases, licenses and complete listother use and occupancy arrangements of real property for which Amedisys or its subsidiaries is a tenant or subtenant, as licensee or occupant having an annual rent payments of $500,000 or more (such real property, the date of this Agreement of (w) the street address of each parcel of “Amedisys Material Leased Real Property” and each underlying lease, (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 an “Amedisys Material Real Property and (z) the current use of each such parcel of Leased Real Property. Neither the Company nor its Subsidiaries owns any real propertyLease”). Except as as, individually or in the aggregate, would not be or reasonably be expected to be material to the business of the Company and its Subsidiaries (taken as have a whole)Material Adverse Effect on Amedisys, with respect to each parcel of Leased Real Property: (i) The Company or one of its Subsidiaries holds a good and valid leasehold estate in such Leased Real Property, free and clear of all Liens, except for Permitted Liens. (ii) The Company and its Subsidiaries have delivered to Acquiror true, correct and complete copies of all leases, lease guaranties, subleases, agreements for the leasing, use or occupancy of, or otherwise granting a right in and to the Leased each Amedisys Material Real Property by or to the Company or any of its Subsidiaries, including all amendments, terminations Lease is valid and modifications thereof (collectively, the “Real Property Leases”), in full force 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 effect and, there are no material disputes pending or to the knowledge of Amedisys, valid and enforceable against the Company threatened with respect other parties thereto, (ii) neither Amedisys nor any of its subsidiaries, nor to such Real Property Leases. (iv) To the knowledge of the Company, no party, Amedisys any other than the Company or its Subsidiariesparty to an Amedisys Material Real Property Lease, has violated any provision of, or taken or failed to take any act which, with or without notice, lapse of time, or both, would constitute a default under the provisions of such Amedisys Material Real Property Lease, and neither Amedisys nor any of its subsidiaries has received or given any notice in writing that there is a breach, violation or default under any Amedisys Material Real Property Lease where such breach, violation or default remains uncured, (iii) neither Amedisys nor any of its subsidiaries has subleased or otherwise granted any Person the right to use or occupy the Leased Real Property or any portion thereof. (v) Neither the Company nor any of its Subsidiaries has received written notice of any condemnation proceeding or proposed similar Action or agreement for taking in lieu of condemnation with respect to any portion of the Amedisys Material Leased Real Property. No material defaults by , and (Aiv) the Company or its Subsidiaries or (B) there is no condemnation proceeding pending or, to the knowledge of the CompanyAmedisys, threatened as to any landlord or sub-landlord, as applicable, presently exists under any Amedisys Material Real Property LeaseLease nor any material casualty which has not been fully restored.

Real Property. (a) No Group Company owns or has legal or equitable title, leasehold interest or other right or interest in any real property other than as held pursuant to Leases. Section 4.19(a3.20(ii) of the Company Disclosure Letter Schedule sets forth each leasehold interest pursuant to which any Group Company holds any real property (a true“Lease”), correct and complete listindicating the parties to such Lease, as the address of the date of this Agreement of (w) property demised under the street address of each parcel of Leased Real PropertyLease, (x) the identity rent payable under the Lease and the term of the lessor, lessee and current occupant (if different from lesseeLease. The particulars of the Leases as set forth in Section 3.20(ii) of the Disclosure Schedule are true and complete. Each Lease constitutes the entire agreement with respect to the property demised thereunder. To the Knowledge of the Warrantors, the lessor under each Lease is qualified and has obtained all Consents necessary to enter into such parcel Lease, including any Consents required from the owner of Leased Real Propertythe property demised pursuant to the Lease if the lessor is not such owner. There is no claim asserted against any Group Company, (y) or to the terms and rental payment amounts pertaining Knowledge of the Warrantors, there is no claim asserted against the relevant lessor or threatened by any Person against any Group Company or the relevant lessor regarding the lessor’s ownership of the property demised pursuant to each Lease. Each Lease is in compliance with all applicable Laws, including with respect to the ownership and operation of property and conduct of business as now conducted by the applicable Group Company which is a party to such parcel Lease. Each Group Company which is party to a Lease has accepted possession of Leased Real Property the property demised pursuant to the Lease and (z) the current use of each such parcel of Leased Real Propertyis in actual possession thereof and has not sublet, assigned or hypothecated its leasehold interest. Neither the No Group Company nor its Subsidiaries owns uses any real propertyproperty in the conduct of its business except insofar as it has secured a Lease with respect thereto. Except as would not be or reasonably be expected to be material to The leasehold interests under the Leases held by each Group Company are adequate for the conduct of the business of such Group Company as currently conducted and as proposed to be conducted. There exists no pending or, to the Company and its Subsidiaries (taken as a whole)Knowledge of the Warrantors, threatened condemnation, confiscation, eminent domain proceeding, dispute, claim, demand or similar proceeding with respect to each parcel of Leased Real Property: (i) The Company or one of its Subsidiaries holds a good and valid leasehold estate in such Leased Real Property, free and clear of all Liens, except for Permitted Liens. (ii) The Company and its Subsidiaries have delivered to Acquiror true, correct and complete copies of all leases, lease guaranties, subleases, agreements for the leasing, use or occupancy ofto, or otherwise granting a right in which could materially and to the Leased Real Property by or to the Company or any of its Subsidiaries, including all amendments, terminations and modifications thereof (collectivelyadversely affect, the “Real Property Leases”), continued use and none enjoyment of such Real Property Leases has been modified in any material respect, except to leasehold interests. 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 Knowledge of the Leased Real Property under such Real Property Leases has not been materially disturbed andWarrantors, there are no material disputes pending circumstances that would entitle any Governmental Authority or other Person to take possession or otherwise restrict use, possession or occupation of any property subject to any Leases. The use and operation of the real properties subject to the knowledge Leases by the Group Companies is in compliance with all applicable Laws, including, without limitation, all applicable building codes, environmental, zoning, subdivision, and land use laws. None of the Company threatened with respect to such Real Property Leases. (iv) To the knowledge of the Company, no party, other than the Company or its Subsidiaries, has any right to use or occupy the Leased Real Property or any portion thereof. (v) Neither the Company nor any of its Subsidiaries Group Companies has received written notice from any Governmental Authority advising it of a violation (or an alleged violation) of any condemnation proceeding such laws or proposed similar Action or agreement for taking in lieu of condemnation with respect to any portion of the Leased Real Property. No material defaults by (A) the Company or its Subsidiaries or (B) to the knowledge of the Company, any landlord or sub-landlord, as applicable, presently exists under any Real Property Leaseregulations.

Real Property. (a) Section 4.19(a) 5.20 of the Company Disclosure Letter sets forth a true, correct and complete list, as of the date of this Agreement 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, and (y) the terms 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 be material to the business of the Company and its Subsidiaries (Subsidiaries, taken as a whole), with respect to each parcel of Leased Real Property: (ia) The Company or one of its Subsidiaries holds a good and valid leasehold estate in such Leased Real Property, free and clear of all Liens, except for Permitted Liens. (iib) The Company and its Subsidiaries have delivered to Acquiror true, correct and complete copies of all leases, lease guaranties, subleases, agreements for the leasing, use or occupancy of, or otherwise granting a right in and to the Leased Real Property by or to the Company or any of its Subsidiaries, 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. (iiic) 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, to the knowledge of the Company, there are no material disputes pending or to the knowledge of the Company threatened with respect to such Real Property Leases. (ivd) To the knowledge of the Company, no party, other than the Company or its Subsidiaries, has any right to use or occupy the Leased Real Property or any portion thereof. (ve) Neither the Company nor any of its Subsidiaries has received written notice of any condemnation proceeding or proposed similar Action or agreement for taking in lieu of condemnation with respect to any portion of the Leased Real Property. No material defaults by (A) the Company or its Subsidiaries or (B) to the knowledge of the Company, any landlord or sub-landlord, as applicable, presently exists under any Real Property Lease.

Real Property. (a) 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 be material to the Company and its Subsidiaries, taken as a whole, the Company and each of its Subsidiaries have a valid leasehold, subleasehold or license interests in all real property leased, subleased, licensed or otherwise occupied (whether as a tenant, subtenant or pursuant to other occupancy arrangements) by 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 4.19(a3.16(b) of the Company Disclosure Letter sets forth a true, correct contains an accurate and complete list, as of the date of this Agreement of (w) the street address list of each parcel of Leased Real Propertywritten lease, (x) sublease, or license with respect to 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 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”). (zc) the current use of each such parcel of The Company Leased Real Property. Neither Property constitutes all interests of the Company nor its Subsidiaries owns and any Subsidiary in and to any real property. Except as would not be or reasonably be expected to be material to , and the Company Real Property Leases constitutes all interests in real property required for the operation of conduct of the business of the Company and its Subsidiaries (taken as a whole), with respect now conducted or reasonably anticipated to each parcel of Leased Real Property:be conducted. (id) The Each Company Real Property Lease is the valid and binding obligation of the Company or one of its Subsidiaries holds a good Subsidiaries, enforceable in accordance with its 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 valid leasehold estate in such Leased Real Property, free and clear to the discretion of all Liensthe court before which any proceedings therefor may be brought. As of the date of this Agreement, except for Permitted Liens. (ii) The as would not be material to the Company and its Subsidiaries, taken as a whole, neither the Company nor any of its Subsidiaries have delivered to Acquiror true, correct and complete copies of all leases, lease guaranties, subleases, agreements for the leasing, use or occupancy ofhas received any written communication from, or otherwise granting given any written communication to, any other party to a right in and to the lease for Company Leased Real Property by or to alleging that the Company or any of its SubsidiariesSubsidiaries or such other party, including all amendmentsas the case may be, terminations and modifications thereof (collectivelyis in default under such 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 “Real Property Leases”), and none party that is the lessee or lessor 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 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 Leases has not been materially disturbed andLease. There is no lease, there are no material disputes pending sublease, license, use, occupancy or similar agreement granting to the knowledge of any party (other than the Company threatened with respect to such or its Subsidiaries) any occupancy or use rights for any Company Leased Real Property Leases. (iv) To the knowledge of the CompanyProperty, and, no party, other than the Company or its Subsidiaries, has any right Subsidiaries will hold leasehold title to use or occupy the Leased Real Property occupancy rights or any portion thereof. (v) Neither the Company nor any of its Subsidiaries has received written notice be in possession of any condemnation proceeding or proposed similar Action or agreement for taking in lieu of condemnation with respect to any portion of the Company Leased Real Property. No material defaults by (A) the Company or its Subsidiaries or (B) to the knowledge of the Company, any landlord or sub-landlord, as applicable, presently exists under any Real Property Lease.

Real Property. (a) Section 4.19(aCompany Disclosure Schedule 4.10(a)(i)(A) sets forth a complete list of (i) all real property and interests in real property, including easements appurtenant thereto, owned in fee by the Company (individually, an “Owned Property” and collectively, the “Owned Properties”), and (ii) all real property and interests in real property leased, licensed or subleased by the Company as lessee or lessor, licensee or licensor, including a description of each such Real Property Lease (including the name of the third party lessor or lessee, the date of the lease or sublease and all amendments thereto and the manner in which such interest is held) and the property encumbered thereby (individually, a “Real Property Lease” and collectively, the “Real Property Leases” and, together with the Owned Properties, being referred to herein individually as a “Company Property” and collectively as the “Company Properties”). The properties listed on Company Disclosure Schedule 4.10(a)(i)(B) are referred to herein as the “Excluded Properties.” The Company has good and marketable fee title to all Owned Property (other than the owned Excluded Properties), free and clear of all Liens of any nature whatsoever, except (A) those Liens set forth on Company Disclosure Schedule 4.10(a)(i)(A) and (B) Permitted Exceptions. The Company Properties and the Excluded Properties constitute all interests in real property currently used, occupied or currently held for use in connection with the Business of the Company and which are necessary for the continued operation of the Business of the Company as the Business is currently conducted. All of the Company Properties and buildings, fixtures and improvements thereon owned or leased by the Company taken as a whole are in reasonably good operating condition (ordinary wear and tear excepted), and all mechanical and other systems located thereon, taken as a whole, are in reasonably good operating condition, in each case in all material respects, except for repairs, maintenance and replacements necessary in the Ordinary Course of Business. Except as set forth on Company Disclosure Letter sets forth Schedule 4.10(a)(ii) and except as could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect with respect to the Company, none of the improvements located on the Company Properties constitute a legal non-conforming use or otherwise require any special dispensation, variance or special permit under any Laws. The Company has delivered to Purchaser true, correct and complete listcopies of (i) all deeds, title reports and surveys for the Owned Properties and (ii) the Real Property Leases, together with all amendments, modifications or supplements, if any, thereto. The Company Properties are not subject to any leases, rights of first refusal, options to purchase or rights of occupancy, except the Real Property Leases and those set forth on Company Disclosure Schedule 4.10(a)(iii). (b) Except as set forth on Company Disclosure Schedule 4.10(b), (i) the Company has a valid, binding and enforceable leasehold interest or license under each of the date Real Property Leases (other than the leased Excluded Properties) under which it is a lessee or licensee, free and clear of this Agreement all Liens other than Permitted Exceptions, (ii) each of the Real Property Leases is in full force and effect, (wiii) the street address Company is not in default under any Real Property Lease, and no event has occurred and no circumstance exists which, if not remedied, and whether with or without notice or the passage of time or both, would result in such a default, and (iv) the Company has not received or given any notice of any default or event that with notice or lapse of time, or both, would constitute a default by the Company under any of the Real Property Leases and, to the Knowledge of the Company, no other party is in default thereof, and no party to any Real Property Lease has exercised any termination rights with respect thereto. (c) The Company has all material certificates of occupancy and Permits of any Governmental Authority necessary or useful for the current use and operation of each Company Property, and the Company has fully complied with all material conditions of the Permits applicable to them. No material default or violation, or event that with the lapse of time or giving of notice or both would become a material default or violation, has occurred in the due observance of any Permit. The Company has not received any notice that any certificate of occupancy or Permit will not be renewed at the end of its current term, and the Company is not aware of any facts that would cause a denial of any renewal application. (d) There does not exist any actual or, to the Knowledge of the Company, threatened or contemplated condemnation or eminent domain proceedings that affect any Company Property or any part thereof, and the Company has not received any notice, oral or written, of the intention of any Governmental Authority or other Person to take or use all or any part thereof. (e) The Company has not received any notice from any insurance company that has issued a policy with respect to any Company Property requiring performance of any structural or other repairs or alterations to such Company Property. (f) Except as to the Excluded Assets or as set forth on Company Disclosure Schedule 4.10(f), the Company does not own, hold, and is not obligated under and is not a party to, any option, right of first refusal or other contractual right to purchase, acquire, sell, assign or dispose of any real estate or any portion thereof or interest therein. None of the Company Properties is subject to any option, right of first refusal or other contractual right to purchase, acquire, sell or dispose of same. (g) With respect to each parcel of Leased Real Propertythe Company Property and the buildings, structures, improvements and fixtures thereon: (xi) Except for assessments occurring on a regular basis in accordance with applicable Legal Requirements, there is no pending or, to the identity Knowledge of the lessorCompany, lessee and current occupant contemplated reassessment of any parcel included in the Company Property that is reasonably expected to increase the real estate tax assessment for such properties. (if different from lesseeii) There is no pending, or to the Knowledge of each such the Company, contemplated proceeding to rezone any parcel of Leased Real the Company Property, (y) the terms and rental payment amounts pertaining to . The uses for which each such parcel of Leased Real the Company Property and (z) is zoned do not restrict, or in any manner impair, the current use of each such parcel of Leased Real the Company Property. Neither the Company nor its Subsidiaries owns have received notice of any real property. Except as would not be violation of any applicable zoning law, regulation or reasonably be expected other Legal Requirement, related to be material to the business of or affecting the Company and 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 valid leasehold estate in such Leased Real Property, free and clear of all Liens, except for Permitted Liens. (ii) The Company and its Subsidiaries have delivered to Acquiror true, correct and complete copies of all leases, lease guaranties, subleases, agreements for the leasing, use or occupancy of, or otherwise granting a right in and to the Leased Real Property by or to the Company or any of its Subsidiaries, 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 All buildings, structures and its Subsidiaries’other improvements on the Company Property, as applicableincluding but not limited to driveways, possession out-buildings, landscaped areas and quiet enjoyment sewer systems, and all means of the Leased Real Property under such Real Property Leases has not been materially disturbed and, there are no material disputes pending or access to the knowledge Company Property, are located completely within the boundary lines of the Company threatened with respect to such Real Property Leasesand do not encroach upon or under the property of any other Person or entity. No buildings, structures or improvements constructed on the property of any other Person encroach upon or under the Company Property. (iv) To The use of the knowledge Company Properties, or any portion thereof, in the Business does not violate or conflict with (A) any covenants, conditions or restrictions applicable thereto or (B) the terms and provisions of any contractual obligations relating thereto. (v) The Company or its Subsidiaries have good and valid rights of ingress and egress to and from all of the Company Property (including between separate parcels included within the Company Property) from and to any rail lines, rail spurs, pipelines and the public street systems for all usual street, road, shipping, transport, storage, docking and utility purposes and other purposes necessary or incidental to the operation of the Business. (vi) All utilities required for or useful in the operation of the Business either enter the Company Property through adjoining streets and roads, or if they pass through adjoining private land, they do so in accordance with valid easements. All necessary utilities (including without limitation, water, sewer, electricity and telephone facilities) are available to the Company Property and there exists, to the Knowledge of the Company, no party, other than proposed limitation in or reduction of the quality or quantity of utility services to be furnished to the Company or its Subsidiaries, has any right Property. Adequate sewage and water systems and connections are available to use or occupy the Leased Real Property or any portion thereof. (v) Neither the Company nor any of its Subsidiaries has received written notice of any condemnation proceeding or proposed similar Action or agreement for taking in lieu of condemnation with respect to any portion of the Leased Real Property. No material defaults by (A) the Company or its Subsidiaries or (B) to the knowledge of the Company, any landlord or sub-landlord, Property as applicable, presently exists under any Real Property Leasecurrently operated.

Real Property. (a) Section 4.19(a) Except as would not reasonably be expected to have a Company Material Adverse Effect, the Company or a Subsidiary of the Company Disclosure Letter sets forth owns and has either good and marketable title in fee or a truevalid leasehold interest, correct easement or other rights to the land, buildings, structures and complete listother improvements thereon and fixtures thereto necessary to permit it to conduct its business as currently conducted, as in each case free and clear of the date of this Agreement of all Liens (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 propertyexcept in all cases for Permitted Liens). Except as would not be or reasonably be expected to have a Company Material Adverse Effect and except as may be material to limited by the business of the Company Bankruptcy and its Subsidiaries (taken as a whole)Equity Exception, with respect to each parcel of Leased Real Property: (i) The Company or one of its Subsidiaries holds a good and valid leasehold estate in such Leased Real Property, free and clear of all Liens, except for Permitted Liens. (ii) The Company and its Subsidiaries have delivered to Acquiror true, correct and complete copies of all leases, lease guaranties, subleases, Rights of Way agreements for the leasing, use or occupancy of, or otherwise granting a right in and to the Leased Real Property by or to other agreements under which the Company or any of its SubsidiariesSubsidiaries lease, including all amendmentsaccess or use any real property or real property interest are valid, terminations binding and modifications thereof (collectivelyin full force and effect against the Company or any of its Subsidiaries and, 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 to the knowledge of the Company threatened with respect to such Real Property Leases. (iv) To the knowledge Knowledge of the Company, no partythe counterparties thereto, other than the Company or its Subsidiariesin accordance with their respective terms, has any right to use or occupy the Leased Real Property or any portion thereof. (v) Neither 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 received written notice such consents, easements, rights of any condemnation proceeding or proposed way, permits, licenses and other similar Action or agreement real property interests (collectively, “Rights of Way”) from each person as are sufficient to conduct its business as currently conducted, except for taking in lieu such Rights of condemnation 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 portion of the Leased Real PropertyRights 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. No material defaults All pipelines owned or operated by (A) 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 or (B) to the knowledge outside of the Company, 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 landlord gap arising as a result of any breach by the Company or sub-landlord, as applicable, presently exists under any Real Property Leaseof 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. 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) Section 4.19(ain the nature of a tax on Landlord’s net income, or in the nature of an inheritance, gift, transfer, estate or death tax; or (b) in excess of the Company Disclosure Letter sets forth amount which would be payable on a true, correct and complete list, as current basis if such tax 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 date of this Agreement of Center (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 be material to the business of the Company and 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 valid leasehold estate in such Leased Real Property, free and clear of all Liens, except for Permitted Liens. (ii) The Company and its Subsidiaries have delivered to Acquiror true, correct and complete copies of all leases, lease guaranties, subleases, agreements for the leasing, use or occupancy of, or otherwise granting a right in and to the Leased Real Property by or to the Company or any of its Subsidiaries, 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 extent, if any, 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 an allocable share of real property taxes or assessments on land or improvements not constituting part of the Leased Real Property under such Real Property Leases has not been materially disturbed and, there are no material disputes pending Center may be chargeable to Landlord or the Center pursuant to the knowledge of the Company threatened with respect to Master Declaration as defined in Section 15.4 below, in which event such Real Property Leases. (iv) To the knowledge of the Company, no party, other than the Company real property taxes or its Subsidiaries, has any right to use or occupy the Leased Real Property or any portion thereof. (v) Neither the Company nor any of its Subsidiaries has received written notice of any condemnation proceeding or proposed similar Action or agreement for taking assessments may be included in lieu of condemnation with respect to any portion of the Leased Real Property. No material defaults by (A) the Company or its Subsidiaries or (B) Operating Expenses to the knowledge of the Company, any landlord or sub-landlord, as applicable, presently exists extent permitted under any Real Property LeaseArticle 5 below).

Real Property. (a) Section 4.19(aThe Company does not own any real property. (b) Schedule 3.22(b) 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 list of each parcel lease, sublease, occupancy or co-location agreement or other Contract under which it is lessee or sublessee of any real property (the “Leased Real Property”) owned by any third party, (x) and specifies the identity name of the lessor, lessee and current occupant (if different from lessee) address 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 Contracts pursuant to be material to the business of the Company and 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 valid leasehold estate in which such Leased Real Property, free and clear of all Liens, except for Permitted Liens. (ii) Property is leased being the “Leases”). The Company and its Subsidiaries have delivered has made available to Acquiror true, correct true and complete copies of each Lease (including all leasesmodifications, lease guaranties, subleases, agreements for the leasing, use or occupancy of, or otherwise granting a right in amendments and supplements thereto and waivers thereunder). With respect to the Leased Real Property by or Leases, neither the Company, nor, to the Company Knowledge of the Company, any other party to any such Lease, is in breach of or any of its Subsidiaries, including all amendments, terminations and modifications thereof (collectively, the “Real Property Leases”), and none of default under such Real Property Leases has been modified Lease in any material respect. Each Lease to which the Company is a party (i) is a legal and binding obligation of the Company, and, to the Knowledge of the Company, the 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 the terms thereof, except to the extent that such modifications have been disclosed the enforceability thereof may be limited by the copies delivered to Acquiror. (iii) Equitable Exceptions. The Company’s and its Subsidiaries’, as applicable, Company has accepted possession and quiet enjoyment of the Leased Real Property demised pursuant to each Lease and is in actual possession thereof and has not sublet, assigned, encumbered or hypothecated its leasehold interest. Except as set forth on Schedule 3.22(b) of the Company Disclosure Letter, the Company has all right, title, and interest in all leasehold estates and other rights purported to be granted to it by each Lease, in each case free and clear of any Encumbrance and any Encumbrances which are suffered or incurred by the fee owner on its interest in such Leased Real Property are expressly subordinate to the Company’s rights under the Leases pursuant to written subordination, non-disturbance and attornment agreements, complete and accurate copies of which have been made available to Acquiror. No Occurrence has occurred or exists which, 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 a termination thereof or would 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 Real Property Leases Lease that has not been materially disturbed andredeposited in full. The Company does not owe, there are no material disputes pending nor will owe in the future, any brokerage commissions or to the knowledge of the Company threatened 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 Real Property Leaseswork required by the parties thereunder as part of the 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. (ivc) To 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 knowledge Leased Real Property, and the Company has not received any notice of any violation or claimed violation by any of them of any such Laws with respect to the Leased Real Property which have not been resolved. (d) The current use of the CompanyLeased Real Property does not violate in any material respect any instrument of record or agreement affecting the Leased Real Property, and there is no partyviolation of any covenant, other than the Company condition, restriction, easement or its Subsidiaries, has order of any right to use or occupy Governmental Authority having jurisdiction over the Leased Real Property or any portion the use or occupancy thereof, except for such violations as would not materially interfere with the continued use and operations for the Company’s business as currently conducted of the property to which they relate or materially adversely affect the value thereof for the current use of the Company. (ve) Neither There are no proposed special assessments, or proposed material changes in property Tax or land use or other applicable Laws affecting the Company nor any Leased Real Property. (f) There is no pending or, to the Knowledge of its Subsidiaries has received written notice the Company, threatened Action that would interfere with the use or quiet enjoyment of any condemnation proceeding or proposed similar Action or agreement for taking in lieu of condemnation with respect to any portion of the Leased Real Property. No material defaults Property by (A) the Company prior to or its Subsidiaries or after the Closing. (Bg) The Leased Real Property is adequate to service the knowledge normal operations of the Company, any landlord or sub-landlord, as applicable, presently exists under any Company at each Leased Real Property Leaseas conducted in the last twelve (12) months and, all material Governmental Permits required in connection with the normal operation of the Leased Real Property as operated in the last twelve (12) months have been obtained and are in full force and effect.

Real Property. (a) The Company and its Subsidiaries do not own any real property. Section 4.19(a4.17(a) of the Company Disclosure Letter sets forth Schedule contains a true, correct complete and complete accurate list, as of the date hereof, of this Agreement all of the existing material leases, subleases or other agreements (wcollectively, the “Leases”) under which the street address Company or any of each parcel of its Subsidiaries 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, (x) ”). Prior to 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 Purchase Time the Company nor 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 owns any real property. Except as would not be or reasonably be expected to be material to the business of the Company have and 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 own valid leasehold estate estates in such the Leased Real Property, free and clear of all Liens, except for Liens other than Permitted Liens. (ii. Section 4.17(b) The of the Company Disclosure Schedule contains a complete and its Subsidiaries have delivered to Acquiror trueaccurate list, correct and complete copies as of the date hereof, of all leasesof the existing Leases granting to any Person, lease guaranties, subleases, agreements for the leasing, use or occupancy of, or otherwise granting a right in and to the Leased Real Property by or to other than the Company or any of its Subsidiaries, 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 to the knowledge of the Company threatened with respect to such Real Property Leases. (iv) To the knowledge of the Company, no party, other than the Company or its Subsidiaries, has any right to use or occupy occupy, now or in the future, any of the Leased Real Property 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 any portion thereof. (v) 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 (i) is in material breach of or default under, or has received written notice of any condemnation proceeding material breach of or proposed similar Action or agreement for taking in lieu of condemnation with respect to default under, any portion of the Leased Real Property. No material defaults by Lease and (A) the Company or its Subsidiaries or (Bii) to the knowledge Knowledge of the Company, no event has occurred that with notice or lapse of time or both would constitute a material breach or default thereunder by the Company or any landlord of its Subsidiaries or sub-landlordany other party thereto, except, in the case of clause (i) and (ii), as applicable, presently exists under any Real Property Leasewould reasonably be expected to result in a Material Adverse Effect on the Company.

Real Property. (a) Section 4.19(aThe Company does not own, nor has it ever owned, any real property. (b) of the Company Disclosure Letter sets forth a true, correct and complete list, Schedule 5.9(b) lists as 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 (wand summaries of all oral) Real Property Leases have been provided to Parent prior to the street address 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 likely to adversely affect the cost or availability of any public utilities. (f) The Company enjoys peaceful and undisturbed possession of each parcel 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 proposed condemnation been received by he Company. (h) To the Company's knowledge, the Company has the right to conduct its business in each Leased Real Property for the remaining term of the applicable Real Property Lease. (i) With respect to the Leased Real Property, (x) the identity all options to renew, rights of the lessor, lessee first offer and current occupant (if different from lessee) rights 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 be material first refusal exercisable prior to the business date of the Company and 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 valid leasehold estate in such Leased Real Property, free and clear of all Liens, except for Permitted Liensthis Agreement have been properly exercised. (iij) The Prior to the date of this Agreement, the Company and its Subsidiaries have has delivered to Acquiror true, correct and complete Parent copies of all leases, lease guaranties, subleases, agreements for the leasing, use or occupancy of, or otherwise granting a right in and to the Leased Real Property by or to the Company or any of its Subsidiaries, including all amendments, terminations and modifications thereof subleases (collectively, the “Real Property Leases”"Subleases") entered into by the Company (all of which are listed on Schedule 5.9(j)). All Subleases are, 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 for the copies delivered to Acquiror. (iii) The Company’s terms thereof, in good standing and its Subsidiaries’in full force and effect, 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 to the knowledge of the Company threatened all necessary consents with respect to such Real Property Leasesthereto have been obtained. (iv) To the knowledge of the Company, no party, other than the Company or its Subsidiaries, has any right to use or occupy the Leased Real Property or any portion thereof. (v) Neither the Company nor any of its Subsidiaries has received written notice of any condemnation proceeding or proposed similar Action or agreement for taking in lieu of condemnation with respect to any portion of the Leased Real Property. No material defaults by (A) the Company or its Subsidiaries or (B) to the knowledge of the Company, any landlord or sub-landlord, as applicable, presently exists under any Real Property Lease.

Real Property. (a) Section 4.19(a4.14(a) of the Company 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 list, as copies of the date of this Agreement of (w) the street address of each parcel of Leased Real Property, (x) the identity Leases in Sellers' possession and control will be provided to Purchaser or its representatives. All of the lessorLeases 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, lessee the passage of time, or both, would constitute a default) under the terms of any Lease and current occupant no Acquired Subsidiary has received notice of default under any Lease which has not been cured within applicable grace periods and (if different from lesseeii) landlord is in default under any Lease. (c) Except as set forth in Section 4.14(c) of each such parcel of Leased Real Propertythe Sellers Disclosure Letter, (y) the terms one or more Acquired Subsidiaries hold good 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 be material to the business of the Company and its Subsidiaries (taken as a whole), with respect valid title to each parcel of Leased Owned Real Property: (i) The Company or one of its Subsidiaries holds a good and valid leasehold estate Property in such Leased Real Propertyfee simple absolute, free and clear of all Liens, except for Permitted Liens, and is in exclusive possession thereof. (iid) The Company and its Subsidiaries have delivered to Acquiror true, correct and complete copies of all leases, lease guaranties, subleases, agreements for the leasing, use or occupancy of, or otherwise granting a right Except as set forth in and to the Leased Real Property by or to the Company or any of its Subsidiaries, 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. (iiiSection 4.14(d) 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 andSellers Disclosure Letter, there are no material disputes condemnation proceedings or eminent domain proceedings of any kind pending or or, to the knowledge Knowledge of the Company Sellers, threatened with respect to such Real Property Leases. (iv) To the knowledge of the Company, no party, other than the Company or its Subsidiaries, has any right to use or occupy the Leased Real Property or any portion thereof. (v) Neither the Company nor any of its Subsidiaries has received written notice of any condemnation proceeding or proposed similar Action or agreement for taking in lieu of condemnation with respect to any portion of the Leased Real Property. No material defaults by . (Ae) Section 4.14(b) of the Company Sellers Disclosure Letter includes all Leases for premises of 20,000 rentable square feet or its Subsidiaries more. (f) The consent of the landlord or (B) any other Person to the knowledge transactions contemplated under the terms of this Agreement is not required by the terms of any Lease set forth in Section 4.14(b) of the CompanySellers Disclosure Letter (or if such consent is required, any landlord or sub-landlord, as applicable, presently exists under any Real Property Leasesuch consent may not be unreasonably withheld).

Real Property. (a) Section 4.19(a) Schedule 4.12 lists all of the real property and interests therein owned by any Company Disclosure Letter sets forth a true(with all easements and other rights appurtenant to such property, correct and complete list, as of the date of this Agreement of (w) the street address of each parcel of Leased “Owned Real Property”) and, (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 relative to each such parcel of Leased Real Property and (z) the current use of each such parcel of Leased Real Property. Neither property or interest, the Company nor its Subsidiaries that owns any real propertyit. Except as would not be or reasonably be expected to be material set forth on Schedule 4.12(a), the Companies have good and marketable fee simple title to the business of the Company and 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 valid leasehold estate in such Leased Owned Real Property, free and clear of all Liensany Encumbrances, except for Permitted LiensEncumbrances. No Company is a lessor of any parcel of Owned Real Property or any portion thereof or interest therein. (iib) The Schedule 4.12(b) lists all of the real property and interests therein leased, subleased or otherwise occupied or used by any Company (with all easements and its Subsidiaries have delivered other rights appurtenant to Acquiror truesuch property, correct 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 complete copies of all leasesthe lease, lease guaranties, subleases, agreements for the leasing, use or occupancy ofsublease, or otherwise granting other Contract pursuant to which the applicable Company holds a right possessory interest in and to the Leased Real Property by or to the Company or any of its Subsidiaries, including and all amendments, terminations 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 modifications thereof 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 LeasesProperty”), and none ) constitute all interests in real property currently used in connection with the businesses of such the Companies. The Real Property Leases has been modified in is not subject to any material respectrights 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 extent that such modifications have been disclosed by the copies delivered to Acquiror. Real Property, (ii) as set forth in Schedule 4.12(c) and (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 to the knowledge of the Company threatened 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 owned or used by any Company lie wholly within the boundaries of the Real Property Leases. (iv) To and do not encroach upon the knowledge property, or otherwise conflict with the property rights, of any other Person. Except as set forth in Schedule 4.12(c), the CompanyReal Property complies with all Laws, including zoning requirements, and no party, other than Company has received any notifications from any Governmental Body or insurance company recommending improvements to the Company or its Subsidiaries, has any right to use or occupy the Leased Real Property or any portion thereof. other actions relative to the Real Property. Hague has delivered to Solterra a copy of each deed and other instrument (vas recorded) Neither the by which any Company nor acquired any Real Property and a copy of its Subsidiaries has received written notice of any condemnation proceeding or proposed similar Action or agreement for taking in lieu of condemnation with respect each title insurance policy, opinion, abstract, survey and appraisal relating to any portion of the Leased Real Property. No material defaults Company is a party to or bound by any Contract (Aincluding any option) for the purchase or sale of any real estate interest or any Contract for the lease to or from any Company or its Subsidiaries or (B) to the knowledge of the any real estate interest not currently in possession of any Company, any landlord or sub-landlord, as applicable, presently exists under any Real Property Lease.

Real Property. (a) Section 4.19(aCompany Disclosure Schedule 4.11(a)(i)(A) sets forth a complete list of (i) all real property and interests in real property, including easements appurtenant thereto, owned in fee by the Company (individually, an “Owned Property” and collectively, the “Owned Properties”), and (ii) all real property and interests in real property leased, licensed or subleased by the Company as lessee or lessor, licensee or licensor, including a description of each such Real Property Lease (including the name of the third party lessor or lessee, the date of the lease or sublease and all amendments thereto and the manner in which such interest is held) and the property encumbered thereby (individually, a “Real Property Lease” and collectively, the “Real Property Leases” and, together with the Owned Properties, being referred to herein individually as a “Company Property” and collectively as the “Company Properties”). The properties listed on Company Disclosure Schedule 4.11(a)(i)(B) are referred to herein as the “Excluded Properties.” The Company has good and marketable fee title to all Owned Property (other than the owned Excluded Properties), free and clear of all Liens of any nature whatsoever, except (A) those Liens set forth on Company Disclosure Schedule 4.11(a)(i)(A) and (B) Permitted Exceptions. The Company Properties and the Excluded Properties constitute all interests in real property currently used, occupied or currently held for use in connection with the Business of the Company and which are necessary for the continued operation of the Business of the Company as the Business is currently conducted. All of the Company Properties and buildings, fixtures and improvements thereon owned or leased by the Company taken as a whole are in reasonably good operating condition (ordinary wear and tear excepted), and all mechanical and other systems located thereon, taken as a whole, are in reasonably good operating condition, in each case in all material respects, except for repairs, maintenance and replacements necessary in the Ordinary Course of Business. Except as set forth on Company Disclosure Letter sets forth Schedule 4.11(a)(ii) and except as could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect with respect to the Company, none of the improvements located on the Company Properties constitute a legal non-conforming use or otherwise require any special dispensation, variance or special permit under any Laws. The Company has delivered to MergerLLC true, correct and complete listcopies of (i) all deeds, title reports and surveys for the Owned Properties and (ii) the Real Property Leases, together with all amendments, modifications or supplements, if any, thereto. The Company Properties are not subject to any leases, rights of first refusal, options to purchase or rights of occupancy, except the Real Property Leases and those set forth on Company Disclosure Schedule 4.11(a)(iii). (b) Except as set forth on Company Disclosure Schedule 4.11(b), (i) the Company has a valid, binding and enforceable leasehold interest or license under each of the date Real Property Leases (other than the leased Excluded Properties) under which it is a lessee or licensee, free and clear of this Agreement all Liens other than Permitted Exceptions, (ii) each of the Real Property Leases is in full force and effect, (wiii) the street address Company is not in default under any Real Property Lease, and no event has occurred and no circumstance exists which, if not remedied, and whether with or without notice or the passage of each parcel of Leased Real Propertytime or both, would result in such a default, and (xiv) the identity Company has not received or given any notice of any default or event that with notice or lapse of time, or both, would constitute a default by the Company under any 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 Leases and, to the Knowledge of the Company, no other party is in default thereof, and no party to any Real Property Lease has exercised any termination rights with respect thereto. (zc) The Company has all material certificates of occupancy and Permits of any Governmental Authority necessary or useful for the current use and operation of each such parcel of Leased Real Company Property. Neither , and the Company nor has fully complied with all material conditions of the Permits applicable to them. No material default or violation, or event that with the lapse of time or giving of notice or both would become a material default or violation, has occurred in the due observance of any Permit. The Company has not received any notice that any certificate of occupancy or Permit will not be renewed at the end of its Subsidiaries owns current term, and the Company is not aware of any facts that would cause a denial of any renewal application. (d) There does not exist any actual or, to the Knowledge of the Company, threatened or contemplated condemnation or eminent domain proceedings that affect any Company Property or any part thereof, and the Company has not received any notice, oral or written, of the intention of any Governmental Authority or other Person to take or use all or any part thereof. (e) The Company has not received any notice from any insurance company that has issued a policy with respect to any Company Property requiring performance of any structural or other repairs or alterations to such Company Property. (f) Except as set forth on Company Disclosure Schedule 4.11(f), (i) the Company does not own, hold, and is not obligated under and is not a party to, any option, right of first refusal or other contractual right to purchase, acquire, sell, assign or dispose of any real property. Except as would not be estate or reasonably be expected to be material to the business any portion thereof or interest therein, and (ii) none of the Company and its Subsidiaries Properties is subject to any option, right of first refusal or other contractual right to purchase, acquire, sell or dispose of same. (taken g) Except as a whole)set forth on Company Disclosure Schedule 1.1, with respect to each parcel of Leased Real Propertythe Company Property and the buildings, structures, improvements and fixtures thereon: (i) The Except for assessments occurring on a regular basis in accordance with applicable Legal Requirements, there is no pending or, to the Knowledge of the Company, contemplated reassessment of any parcel included in the Company or one of its Subsidiaries holds a good and valid leasehold Property that is reasonably expected to increase the real estate in tax assessment for such Leased Real Property, free and clear of all Liens, except for Permitted Liensproperties. (ii) The Company and its Subsidiaries have delivered to Acquiror trueThere is no pending, correct and complete copies of all leases, lease guaranties, subleases, agreements for the leasing, use or occupancy of, or otherwise granting a right in and to the Leased Real Property by or to the Knowledge of the Company, contemplated proceeding to rezone any parcel of the Company Property. The uses for which each parcel of the Company Property is zoned do not restrict, or in any of its Subsidiaries, including all amendments, terminations and modifications thereof (collectivelymanner impair, the “Real Property Leases”)current use of the Company Property. The Company has not received notice of any violation of any applicable zoning law, and none of such Real Property Leases has been modified in any material respectregulation or other Legal Requirement, except related to or affecting the extent that such modifications have been disclosed by the copies delivered to AcquirorCompany Property. (iii) The Company’s All buildings, structures and its Subsidiaries’other improvements on the Company Property, as applicableincluding but not limited to driveways, possession out-buildings, landscaped areas and quiet enjoyment sewer systems, and all means of the Leased Real Property under such Real Property Leases has not been materially disturbed and, there are no material disputes pending or access to the knowledge Company Property, are located completely within the boundary lines of the Company threatened with respect to such Real Property Leasesand do not encroach upon or under the property of any other Person or entity. No buildings, structures or improvements constructed on the property of any other Person encroach upon or under the Company Property. (iv) To The use of the knowledge Company Properties, or any portion thereof, in the Business does not violate or conflict with (A) any covenants, conditions or restrictions applicable thereto or (B) the terms and provisions of any contractual obligations relating thereto. (v) The Company has good and valid rights of ingress and egress to and from all of the Company Property (including between separate parcels included within the Company Property) from and to any rail lines, rail spurs, pipelines and the public street systems for all usual street, road, shipping, transport, storage, docking and utility purposes and other purposes necessary or incidental to the operation of the Business. (vi) All utilities required for or useful in the operation of the Business either enter the Company Property through adjoining streets and roads, or if they pass through adjoining private land, they do so in accordance with valid easements. All necessary utilities (including without limitation, water, sewer, electricity and telephone facilities) are available to the Company Property and there exists, to the Knowledge of the Company, no party, other than proposed limitation in or reduction of the quality or quantity of utility services to be furnished to the Company or its Subsidiaries, has any right Property. Adequate sewage and water systems and connections are available to use or occupy the Leased Real Property or any portion thereof. (v) Neither the Company nor any of its Subsidiaries has received written notice of any condemnation proceeding or proposed similar Action or agreement for taking in lieu of condemnation with respect to any portion of the Leased Real Property. No material defaults by (A) the Company or its Subsidiaries or (B) to the knowledge of the Company, any landlord or sub-landlord, Property as applicable, presently exists under any Real Property Leasecurrently operated.

Real Property. (a) Section 4.19(a4.14(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 the equivalent interest in the applicable jurisdiction), subject only to Permitted Liens. (b) Section 4.14(b) of the Company 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 listcopy 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 date Company Disclosure Letter, with respect to each of this Agreement the Leases: (i) an Acquired Company has a valid and enforceable leasehold estate in all Leased Real Property, subject to the Enforceability Exceptions and any Permitted Liens, (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 (w) time, or both, would constitute such a breach or default by the street address party that is the lessee or lessor of each parcel of such Lease for Leased Real Property, (xiii) to the identity Knowledge of the lessorCompany, 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 be material to the business of the Company and 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 valid leasehold estate in such Leased Real Property, free and clear of all Liens, except for Permitted Liens. (ii) The Company and its Subsidiaries have delivered to Acquiror true, correct and complete copies of all leases, lease guaranties, subleases, agreements for the leasing, use or occupancy of, or otherwise granting a right in and to the Leased Real Property by or to the Company or any of its Subsidiaries, 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 no Acquired Company’s and its Subsidiaries’, as applicable, possession and or quiet enjoyment of the Leased Real Property under such Real Property Leases Lease has not been materially disturbed anddisturbed, and to the Company’s Knowledge, there are no material disputes pending or to the knowledge of the Company threatened with respect to any such Real Property Leases. Lease, (iv) To no Acquired Company has subleased, licensed or otherwise granted any Person the knowledge of the Company, no party, other than the Company or its Subsidiaries, has any right to use or occupy the Leased Real Property such property subject to such Lease or any portion thereof. , and (v) Neither the no Acquired Company nor has collaterally assigned or granted any of its Subsidiaries has received written notice of other security interest in such Lease or any condemnation proceeding or proposed similar Action or agreement for taking in lieu of condemnation with respect to any portion of the Leased Real Property. No material defaults by (A) the Company or its Subsidiaries or (B) to the knowledge of the Company, any landlord or sub-landlord, as applicable, presently exists under any Real Property Leaseinterest therein.

Real Property. (a) Section 4.19(a3.14(a)(i) of the Company Trimble Disclosure Letter Schedule sets forth a true, correct true and complete list, as list of the date of this Agreement of (w) the street address of each parcel of Leased 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 (xor the local legal equivalent) 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 be material to the business of the Company and 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 valid leasehold estate in such Leased 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, individually or in the aggregate, a 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 “Business Real Property”) pursuant to such Business Real Property Lease, free and clear of all Liens other than Permitted Liens, except for Permitted Liens. in each case where such failure would not reasonably be expected to be, individually or in the aggregate, material to the Business, taken as a whole; (ii) The Company and its Subsidiaries have delivered to Acquiror truethere are no defaults by Trimble or a Transferred Subsidiary (or any conditions or events that, correct and complete copies after notice or the lapse of all leasestime or both, lease guaranties, subleases, agreements for the leasing, use would constitute a default by Trimble or occupancy of, or otherwise granting a right in Transferred Subsidiary) under any Business Real Property Leases and to the Leased Real Property by or to the Company or any Knowledge of its Subsidiaries, 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 andTrimble, there are no defaults by any other party to such Business Real Property Lease (or any conditions or events that, after notice or the lapse of time or both, would constitute a default by such other party) under such Business Real Property Lease, except where such defaults would not reasonably be expected to be, individually or in the aggregate, material disputes pending or to the knowledge Business, taken as a whole; (iii) there are no subleases, licenses or occupancy agreements pursuant to which any third party is granted the right to use the Business Real Property other than as set forth on Section 3.14(a) of the Company threatened with respect to such Real Property Leases. Trimble Disclosure Schedule; (iv) To there is no Person (other than Trimble or the knowledge applicable Transferred Subsidiaries) in possession of the Company, no party, other than the Company or its Subsidiaries, has any right to use or occupy the Leased Business Real Property or any portion thereof. ; and (v) Neither as of the Company date hereof, neither Trimble nor any of its Subsidiaries controlled Affiliates has received any written notice of that any condemnation proceeding or proposed similar Action or agreement for taking in lieu of condemnation with respect to any material portion of the Leased Business Real Property will be condemned, requisitioned or otherwise taken by any public authority. As of the date of 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. No material defaults by (A) the Company , neither Trimble nor any Transferred Subsidiary has entered into any Contract or its Subsidiaries exercised or (B) to the knowledge given any notice of the Company, exercise of any landlord option or sub-landlordright of first offer or right of first refusal, as applicable, presently exists under to purchase, sell, convey, dispose, expand, renew or terminate any Business Real Property Leaseor portion thereof, other than 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 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 maintained consistent with prudent industry standards (giving due account to the age and length of use of the same), and are adequate and suitable for their current uses and purposes.

Real Property. (a) Section 4.19(a) Except as set forth in Part V of the Company Disclosure Letter sets forth a trueAppendix D, correct and complete list, as none of the date HoldCo or any 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 To the Knowledge of Seller, no Governmental Authority has commenced the exercise of any eminent domain or reasonably be expected to be material to the business of the Company and its Subsidiaries (taken as a whole), similar power with respect to each parcel any Project Company Real Property owned by HoldCo or any of Leased 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:. (ib) The Company or one of HoldCo and/or its Subsidiaries holds a has good and valid leasehold estate in such Leased title to or, subject to the terms and conditions of the Material Leases, the right to use all Project Company Real Property, free and clear of all Liens, except for Liens other than Permitted Liens. (ii) The Company and its Subsidiaries have delivered to Acquiror true, correct and complete copies of all leases, lease guaranties, subleases, agreements for the leasing, use or occupancy of, or otherwise granting a right in and . With respect to the Leased Project Company Real Property by it leases or on which it was granted servitudes or superficies pursuant to the Company Material Leases, HoldCo or any of its Subsidiaries, 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, have peaceful and undisturbed nonexclusive possession under all Material Leases, servitudes or superficies under which they are leasing or occupying property in accordance with the terms and quiet enjoyment conditions of the Leased Real Property under such Real Property Leases has not been materially disturbed andrelevant Material Leases, there are no material disputes pending servitude or superficies and subject to the knowledge of Permitted Liens. All rents and other payments under the Company threatened with respect Material Leases have been paid in full to such Real Property Leasesthe extent due. (ivc) To Except as set forth in Schedule 2.13, the knowledge Project Company Real Property is sufficient to provide HoldCo and its Subsidiaries with continuous, uninterrupted and, together with public roads, contiguous access to the Project sufficient for the operation and maintenance of the Company, no party, other than Project as currently conducted. All utility services necessary for the Company or its Subsidiaries, has any right to use or occupy the Leased Real Property or any portion thereof. (v) Neither the Company nor any of its Subsidiaries has received written notice of any condemnation proceeding or proposed similar Action or agreement for taking in lieu of condemnation with respect to any portion construction and operation of the Leased Real Property. No material defaults by (A) the Company Project for its intended purposes are available or its Subsidiaries or (B) are reasonably expected to the knowledge of the Company, any landlord or sub-landlord, be so available as applicable, presently exists under any Real Property Leaseand when required upon commercially reasonable terms.

Real Property. (a) Section 4.19(a) Except as disclosed in the Vitran Disclosure Letter, neither Vitran nor any of the Company Disclosure Letter sets forth a true, correct and complete list, Vitran Subsidiaries owns or has agreed to acquire any real property or interest in real property (the real property described therein being referred to as the “Real Property”). Vitran or one or more of the date Vitran Subsidiaries is the legal and beneficial owner of this Agreement of (w) the street address of each parcel of Leased all Real Property, (x) have the identity of exclusive right to possess, use and occupy, and have good and marketable title in fee simple to, all 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 be material to the business of the Company and 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 valid leasehold estate in such Leased Real Property, free and clear of all LiensEncumbrances, except for Permitted Liens. (ii) The Company and its Subsidiaries have delivered to Acquiror true, correct and complete copies of all leases, lease guaranties, subleases, agreements other than for the leasing, use or occupancy of, or otherwise granting a right in and to the Leased Real Property by Encumbrances and for such defects in title or to Encumbrances that, individually or in the Company or any aggregate, do not have a Material Adverse Effect and, together with the rights of its Subsidiaries, including all amendments, terminations Vitran and modifications thereof (collectively, the “Real Property Leases”), and none of such Real Property Leases has been modified Vitran Subsidiaries 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 respect of the Leased Real Property under such Properties, no other real property rights are necessary for the conduct of the business of Vitran and the Vitran Subsidiaries as currently conducted or contemplated to be conducted. There are no matters affecting the right, title and interest of Vitran or any Vitran Subsidiary in and to any Real Property Leases which, individually or in the aggregate, would materially and adversely affect the ability of Vitran and the Vitran Subsidiaries to carry on business upon the Real Property as it has not been materially disturbed and, there are carried on in the Ordinary Course and no material disputes pending part of any Real Property is subject to any building or to use restriction that restricts or would restrict or prevent the knowledge use and operation of the Company threatened with respect to such Real Property Leases. as it has been used or operated in the Ordinary Course in the past by Vitran and the Vitran Subsidiaries. All buildings, structures, improvements and appurtenances situated on the Real Property are in good operating condition and in a state of good maintenance and repair and are adequate and suitable for the purposes for which they are currently being used, with such exceptions as would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect. Neither Vitran nor any Vitran Subsidiary has: (ivi) To entered into any agreement to sell, transfer, encumber or otherwise dispose of or impair the right, title and interest of Vitran or any Vitran Subsidiary in and to any Real Property; or (ii) received any notification of, and Vitran has no knowledge of, any outstanding or incomplete work orders, deficiency notices or other current non-compliance with applicable Laws relating to any of the Company, no party, other than the Company or its Subsidiaries, has any right to use or occupy the Leased Real Property or any portion thereof. (v) Neither . The current uses of all Real Property are permitted, in all material respects, under current zoning and land use regulations and applicable Laws and Vitran has no knowledge of any proposed or pending changes to any zoning regulation or official plan affecting any Real Property or of any expropriation or condemnation or similar proceeding pending or threatened against any Real Property. Vitran is not aware of any claim or the Company basis for any claim that could adversely affect its or any Vitran Subsidiaries’ right to use, transfer or otherwise exploit any Real Property and neither Vitran nor any of its Subsidiaries Vitran Subsidiary has received written notice of any condemnation proceeding obligation to pay any material commission, royalty, license fee or proposed similar Action or agreement for taking in lieu of condemnation payment to any Person with respect to any portion of the Leased Real Property. No material defaults by (A) the Company or its Subsidiaries or (B) to the knowledge of the Company, any landlord or sub-landlord, as applicable, presently exists under any Real Property Leaseproperty rights in respect thereof.

Real Property. (a) Section 4.19(a4.22(a) of the Company Disclosure Letter sets forth Schedule contains a true, correct true and complete list, 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 valid title to all of this Agreement the Owned Real Property free and clear of Liens (w) other than Permitted Liens). None of the street address Owned Real Property is subject to any option, lease, license, sublease or other occupancy agreement granting to any third party a right to use, occupy or enjoy any portion of each parcel of Leased the Owned Real Property or to obtain title to the Owned Real Property, . (xb) the identity of the lessor, lessee and current occupant (if different from lesseeSection 4.22(b) 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 be material to the business of the Company Disclosure Schedule contains a true and its Subsidiaries complete list of all leases, licenses, subleases and occupancy agreements, together with any amendments thereto (taken as a wholethe “Leases”), with respect to each parcel of all real property leased, licensed, subleased or otherwise used or occupied by the Company and its subsidiaries as lessee or sublessee (the “Leased Real Property: (i) The Company or one of its Subsidiaries holds a good and valid leasehold estate in such Leased ” and, together with the Owned Real Property, free the “Company Real Property”). True, complete and clear accurate copies of all Liens, except for Permitted Liensthe Leases have been made available to Buyer and Acquisition Sub prior to the date hereof. (iic) The Company and its Subsidiaries have delivered to Acquiror true, correct and complete copies of all leases, lease guaranties, subleases, agreements for the leasing, use or occupancy of, or otherwise granting a right in and to the Leased Real Property by or to the Company or any of its Subsidiaries, 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 to To the knowledge of the Company threatened with respect to such Company, the Owned Real Property Leasesand 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 its current manner have been issued by the applicable Governmental Authority and remain in full force and effect. (ivd) To the knowledge of the Company, no partycondemnation, other than requisition or taking by any public authority has been threatened or contemplated, and the Company has not received any notice of such condemnation, requisition or taking by a Governmental Authority with respect to the Owned Real Property. (e) Except as has not had, and would not reasonably be expected to have, a Company Material Adverse Effect: (i) each of the Leases constitutes the valid and legally binding obligation of the Company or one of its Subsidiariessubsidiaries, has any right 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 use or occupy affecting creditors’ rights or by general equity principles, and (ii) each of the Leased Real Property or any portion thereofLeases is in full force and effect. (vf) Neither the Company nor any of its Subsidiaries has received written notice of any condemnation proceeding or proposed similar Action or agreement for taking in lieu of condemnation with respect to any portion of the Leased Real Property. No material defaults by (A) the Company or its Subsidiaries or (B) to To the knowledge of the Company, there is no violation or default (nor does there exist any landlord condition, which with the passage of time or sub-landlordthe giving of notice or both, as applicablewould cause such a violation or default) by the Company or any of its subsidiaries, presently exists under any Real Property Leaseof the Leases except for such violations or defaults that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect.

Real Property. (a) Section 4.19(a) of the Company Disclosure Letter sets forth a true, correct EVI 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 be material to the business of the Company and 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 has good, marketable, and valid title to, or in the case of leased property and leased tangible assets, valid leasehold estate interests in, all of the real property and tangible assets used in the conduct of its business and all such Leased Real Propertyproperty and assets, other than real property and assets in which EVI or any of its Subsidiaries has leasehold interests, are free and clear of all Liens, except for Permitted Liens. (iib) The Company Section 4.16(b) of the EVI Disclosure Schedule sets forth a complete and correct list of all real property and interests in real property currently owned by EVI or any of its Subsidiaries have delivered (each an “EVI Owned Real Property”) and leased by EVI or any of its Subsidiaries, including the terms of each lease (each a “EVI Leased Real Property”) and EVI has made available to Acquiror MTI true, correct and complete copies of all leases, lease guaranties, subleases, agreements for each of the leasing, use or occupancy of, or otherwise granting a right in Contracts relating to such EVI Owned Real Property and to the EVI Leased Real Property by or Property. With respect to the Company or each EVI Leased Real Property, neither EVI nor any of its SubsidiariesSubsidiaries has subleased, 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 licensed or to the knowledge of the Company threatened with respect to such Real Property Leases. (iv) To the knowledge of the Company, no party, other than the Company or its Subsidiaries, has any otherwise granted anyone a right to use or occupy the such EVI Leased Real Property or any portion thereof. (v) Neither the Company nor any . EVI and each of its Subsidiaries has received written notice enjoy peaceful and undisturbed possession of any condemnation proceeding or proposed similar Action or agreement for taking in lieu of condemnation with respect to any portion of the each EVI Owned Real Property and EVI Leased Real Property. No material defaults by (A) the Company or its Subsidiaries or (B) to the knowledge of the Company, any landlord or sub-landlord, as applicable, presently exists under any Each EVI Owned Real Property Leaseand EVI Leased Real Property is in good condition and has been maintained in good repair in a manner consistent with standards generally followed with respect to similar properties, and satisfactorily serves the purposes for which it is used in the business of EVI and its Subsidiaries.

Real Property. (a) Section 4.19(a3.16(a)(1) of the Company Seller Disclosure Letter sets forth is a true, correct complete 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 be material to the business of the Company and 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 valid leasehold estate in such Leased Real Property, free and clear accurate list of all Liens, except for Permitted Liens. (ii) The Company and its Subsidiaries have delivered to Acquiror true, correct and complete copies of all leases, lease guaranties, subleases, agreements for the leasing, use or occupancy of, or otherwise granting a right in and to the Leased Real Property real property owned by or to the either Company or any of its SubsidiariesSubsidiaries as of the date hereof and which is to be acquired and owned by either Company or any of its Subsidiaries on or prior to the Closing Date (the “Owned Real Property”). Section 3.16(a)(2) of the Seller Disclosure Letter is a complete and accurate list of all leases, including subleases, licenses, permits and other agreements, documents or instruments (including, without limitation, easement agreements) and all amendments, terminations and modifications thereof and/or supplements thereto (collectively, the “Real Property Leases”) under which either Company or any of its Subsidiaries lease, sublease, license, use or occupy any real 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 true, complete and none 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 as to the applicable Company or its 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 Leases has been modified Lease is in breach in any material respectrespect 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, except neither the Companies nor any of their respective Subsidiaries have received notice that any party to the extent that such modifications have been disclosed by the copies delivered any Real Property Lease intends, or has threatened, to Acquirorterminate or revoke all or any rights granted in favor of either Company or its applicable Subsidiary thereunder. (iiib) 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 applicableset forth in Section 3.16(e) of the Seller Disclosure Letter, possession none of the Sellers has received notice of and quiet enjoyment 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 under such 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 been materially disturbed andinclude 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 disputes pending or to real property Leases affecting the knowledge of the Company threatened with respect to such Real Property Leases. (iv) To the knowledge of the Company, no party, other than the Company or its Subsidiaries, has any right to use or occupy the Leased Real Property or any portion thereof. , (vii) Neither 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 date hereof. Except as set forth in Section 3.16(g) of the Seller Disclosure Letter, each third Party Real Property Lease is in full force and effect and neither Company nor any of its Subsidiaries 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 in any material respect thereunder. (h) Except as set forth on Section 3.16(h) of the Seller Disclosure Letter, neither Company nor any of their respective Subsidiaries has received written notice of, and the Companies have no Knowledge of, (i) any violations of any condemnation proceeding covenants or proposed similar Action or agreement for taking in lieu of condemnation with respect to any portion of the Leased Real Property. No material defaults by (A) the Company or its Subsidiaries or (B) to the knowledge of the Company, any landlord or sub-landlord, as applicable, presently exists under restrictions affecting any Real Property Leaseincluding 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 Real Property, in any case which would reasonably be expected to result in a Material Adverse Effect on the Companies and their respective Subsidiaries, taken as a whole.

Real Property. (a) Section 4.19(a3.20(a) of the Company Parent Disclosure Letter Schedule sets forth a true, correct all real property and complete list, interests in real property owned in fee by the Company or 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 this Agreement the Insurance Subsidiaries as of December 31, 2015 (w) the street address of each parcel of Leased each, an “Owned 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 be material to the business of the Company and 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 Transferred Subsidiary (as the case may be) has good and valid leasehold estate in such Leased marketable fee simple title to all Owned Real Property, free and clear of all Liens, Liens of any nature except 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 materially impair the use or occupancy of such Owned Real Property in the operation of the Business. (iib) The Company and its Subsidiaries have delivered to Acquiror true, correct and complete copies Section 3.20(b) of the Parent Disclosure Schedule sets forth all leases, lease guaranties, subleases, agreements for real property leased as of the leasing, use or occupancy of, or otherwise granting a right in and to the Leased Real Property date hereof by or to the Company or any Transferred Subsidiary, as lessee, providing for annual fixed rents of its Subsidiaries, including all amendments, terminations and modifications thereof $100,000 or more (collectively, 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, subject to Permitted Liens and to applicable bankruptcy, reorganization, insolvency, moratorium, rehabilitation, liquidation, fraudulent conveyance, preferential transfer or similar Laws now or hereinafter in effect relating to or affecting creditors’ rights and remedies generally and subject, as to enforceability, to the effect of general equitable principles (regardless of whether enforcement is sought in a proceeding in equity or at law), 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’and, as applicable, possession and quiet enjoyment of the Leased Real Property under such Real Property Leases has not been materially disturbed anddate hereof, there are no material disputes pending or to the knowledge none of the Company threatened or the Transferred Subsidiaries has received any written notice of any default under any Real Property Lease, and, to the Knowledge of the Parent, no event has occurred and no condition exists that, with respect to such notice or lapse of time or both, would constitute a default by the Company or any of the Transferred Subsidiaries under any of the Real Property Leases. (iv. Except as set forth on Section 3.20(b) To the knowledge of the CompanyParent Disclosure Schedule, no party, other than neither the Company nor any Transferred Subsidiary has leased or its Subsidiaries, has otherwise granted to any Person the right to use or occupy the such Leased Real Property or any portion thereof. (v) Neither the Company nor any thereof and there are no unrecorded outstanding options, rights of its Subsidiaries has received written notice first offer or rights of any condemnation proceeding first refusal or proposed similar Action rights to lease such Leased Real Property or agreement for taking in lieu of condemnation with respect to any portion of the Leased Real Property. No material defaults thereof or interest therein granted by (A) the Company or its Subsidiaries or (B) to the knowledge of the Company, any landlord or sub-landlord, as applicable, presently exists under any Real Property LeaseTransferred Subsidiaries.

Real Property. (a) Section 4.19(a) As 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 be material to the business of the Company and its Subsidiaries (taken as a whole), with respect to each parcel of Leased Real Property:Closing Date, (i) The Company 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 one otherwise occupied or utilized by any Loan Party, as lessee, sublessee, franchisee or licensee, and describes the type of its Subsidiaries holds a good interest therein held by such Loan Party and valid leasehold estate in whether such Leased Real Propertylease, free and clear sublease or other instrument requires the consent of all Liens, except for Permitted Liensthe landlord thereunder or other parties thereto to the Transactions. (ii) The Company and its Subsidiaries have delivered to Acquiror true, correct and complete copies of all leases, lease guaranties, subleases, agreements for the leasing, use or occupancy of, or otherwise granting a right in and to the Leased Real Property by or to and the Company or any current use thereof complies in all material respects with (i) all applicable Requirements of its Subsidiaries, Law (including all amendments, terminations building and modifications thereof (collectively, the “Real Property Leases”zoning ordinances and codes), and none the Borrower or the relevant Loan Party is not an illegal user of such Real Property Leases has been modified Property, and (ii) all insurance requirements of this Agreement, in any material respecteach case, except where noncompliance could not reasonably be expected to the extent that such modifications have been disclosed by the copies delivered to Acquirora Material Adverse Effect. (iii) The Company’s No Casualty Event has been commenced or, to the best knowledge of Borrower and its Subsidiaries’the Companies, as applicable, possession and quiet enjoyment is contemplated with respect to all or any portion of the Leased any material Real Property under such Real Property Leases has not been or for any materially disturbed and, there are no material disputes pending or to the knowledge adverse relocation of the Company threatened with respect roadways providing access to such Real Property Leasesother than a Casualty Event relating to Real Property that has been restored, replaced or rebuilt. (iv) To There are no current, pending or, to the best knowledge of Borrower and the CompanyLoan Parties, no partyproposed special or other assessments for public improvements or otherwise affecting any Mortgaged Real Properties, nor are there any contemplated improvements to such Mortgaged Real Properties that may result in such special or other assessments, in each case, other than the Company or its Subsidiaries, has any right such assessments that will be paid prior to use or occupy the Leased Real Property or any portion thereofdelinquency. (v) Neither the Company Borrower nor any of its Subsidiaries has received written notice the Loan Parties have suffered, permitted or initiated the joint assessment of any condemnation proceeding 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 proposed similar Action more parcels, each of which or agreement such parcels together constitutes a separate tax lot and 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 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 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 could not reasonably be expected to have a 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 is served by operating and adequate water, electric, telephone, sewer, sanitary sewer and storm drain facilities, (ii) all public utilities necessary to the continued use and enjoyment of the Real Property and the Companies have the legal right to the continued use thereof, (iii) all roads necessary for the full utilization of 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 affecting any Real Property are in full force and effect 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 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 any Real Property. (x) 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 in lieu of condemnation with respect to any into account reciprocal easement agreements and other easements on adjoining or nearby land). (xii) No portion of the Leased Real PropertyProperty 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 original condition. No material defaults by (A) the Company or its Subsidiaries or (B) to the knowledge portion of the Company, any landlord or sub-landlord, as applicable, presently exists under any Real Property Leaseowned by a Loan Party (other than the Real Property located in Willimantic, Connecticut for which Borrower has flood insurance) is located in a special flood hazard area as designated by any federal governmental authorities.

Real Property. (a) Section 4.19(a) 6.18 of the Company Group Companies Disclosure Letter sets forth a true, correct and complete list, as of the date of this Agreement 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, and (y) the terms 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 None of the Company nor its Subsidiaries Group Companies owns any real property. Except as would not be or reasonably be expected to be material to the business of the have a Group Company and its Subsidiaries (taken as a whole)Material Adverse Effect, with respect to each parcel of Leased Real Property: (ia) The Each Group Company or one of its Subsidiaries holds a good and valid leasehold estate in such Leased Real Property, free and clear of all Liens, except for Permitted Liens. (iib) The Each Group Company and its Subsidiaries have has delivered to Acquiror SPAC true, correct and complete copies of all leases, lease guaranties, subleases, agreements for the leasing, use or occupancy of, or otherwise granting a right in and to the Leased Real Property by or to the Company or any of its Subsidiariessuch Group Company, 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 AcquirorSPAC. (iiic) The Each Group 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, to the knowledge of such Group Company, there are no material disputes pending or to the knowledge of the Company threatened with respect to such Real Property Leases. (ivd) To the knowledge of the each Group Company, no party, other than the such Group Company or its SubsidiariesAffiliates, has any right to use or occupy the Leased Real Property or any portion thereof. (ve) Neither the Each Group Company nor any of its Subsidiaries has not received written notice of any condemnation proceeding or proposed similar Action or agreement for taking in lieu of condemnation with respect to any portion of the Leased Real Property. No material defaults by (A) the any Group Company or its Subsidiaries or (B) to the knowledge of the such Group Company, any landlord or sub-landlord, as applicable, presently exists under any Real Property Lease.

Real Property. (a) No Indigo Group Company owns any real property. Section 4.19(a) 4.15 of the Company Indigo Parent Disclosure Letter sets forth a true, correct and complete list, list as of the date of this Agreement of all real property and interests in real property leased by any Indigo Group Company (weach, an “Indigo Leased Real Property”) and identifies the street address of each parcel of leases or subleases demising such Indigo Leased Real Property (each, an “Indigo Real Property Lease”). An Indigo Group Company has good and valid title to its leasehold estates in all Indigo Leased Real Property, (x) the identity of the lessor, lessee and current occupant (if different from lessee) of in 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 be material to the business of the Company and 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 valid leasehold estate in such Leased Real Property, case free and clear of all Liens, except for Permitted Liens. (i) Liens securing indebtedness reflected in the latest Indigo Financial Statements, (ii) The Company Liens consisting of zoning or planning restrictions, permits, easements, covenants and its Subsidiaries have delivered to Acquiror true, correct and complete copies of all leases, lease guaranties, subleases, agreements for other restrictions or limitations on the leasing, use or occupancy ofof real property or irregularities in title thereto, or otherwise granting a right in and to which do not materially impair the Leased Real Property by or to the Company or any of its Subsidiaries, including all amendments, terminations and modifications thereof (collectively, the “Real Property Leases”), and none use of such Real Property Leases has been modified property as it is presently used or intended to be used in any material respectconnection with the Indigo Business, except to the extent that such modifications have been disclosed by the copies delivered to Acquiror. (iii) The Company’s Liens for current Taxes and its Subsidiaries’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 IFRS have been established in the latest Indigo Financial Statements, 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 to the knowledge of the Company threatened with respect to such Real Property Leases. (iv) To mechanics’, carriers’, workmen’s, materialmen’s, repairmen’s and similar Liens arising in the knowledge ordinary course of the Company, no party, other than the Company or its Subsidiaries, has any right to use or occupy the Leased Real Property or any portion thereof. business consistent with past practice for sums not yet due and payable and (v) Neither Liens which do not and would not reasonably be expected to, individually or in the Company nor any aggregate, materially and adversely affect the use and operation of its Subsidiaries has received written notice of any condemnation proceeding such assets as they are presently used and operated or proposed similar Action or agreement for taking intended to be used and operated in lieu of condemnation connection with respect to any portion of the Leased Real Property. No material defaults by Indigo Business (Athe items in clauses (i) the Company or its Subsidiaries or through (B) to the knowledge of the Companyv), any landlord or sub-landlordcollectively, as applicable, presently exists under any Real Property Lease“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 4.19(a4.17(b) of the Company Disclosure Letter sets forth a true, correct and complete list, as list 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 be material to the business of the Company and 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 valid leasehold estate in such Leased Real Property, free and clear of all Liens, except for Permitted Liens. (ii) The Company and its Subsidiaries have delivered to Acquiror true, correct and complete copies of all leases, lease guaranties, subleases, agreements for the leasing, use or occupancy of, or otherwise granting a right in and to the Leased Real Property material real property leased by or to the Company or any of its SubsidiariesSubsidiaries (collectively, including the improvements thereon, the “Leased Real Property”), and (ii) all leases, subleases and material licenses or other occupancy agreements, including all amendments, terminations amendments and modifications thereof thereto (collectively, the “Real Property Leases”)) pursuant to which the Company or any of its Subsidiaries leases, and none of such subleases, licenses or otherwise occupies (whether as a tenant, subtenant or pursuant to other occupancy arrangements) the Leased 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 AcquirorProperty. (iiic) The Company’s Except as would not be material to the Company and its Subsidiaries’, taken as applicablea whole, possession 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 quiet enjoyment valid leasehold, subleasehold or license interests in all Leased Real Property free and clear of all Liens, except Permitted Liens. The Owned Real Property and the Leased Real Property under such Real Property Leases has not been materially disturbed and, there are no material disputes pending or to the knowledge constitute all of the real property used by the Company threatened with respect to such Real Property Leasesor any of its Subsidiaries in the operation of their respective businesses. (iv) To the knowledge of the Company, no party, other than the Company or its Subsidiaries, has any right to use or occupy the Leased Real Property or any portion thereof. (ve) Neither the Company nor any of its Subsidiaries has received written 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, except as would not have a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries has received any written communication from, or given any written communication to, any third party that is a party to any of the Real Property Leases alleging that the Company or any of its Subsidiaries 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 Company, threatened condemnation proceeding or proposed similar Action eminent domain proceedings, lawsuits or agreement for taking in lieu of condemnation with respect administrative actions relating to any portion of the Owned Real Property or the Leased Real Property. No material defaults by (A) the Company or its Subsidiaries or (B) to the knowledge of the Company, any landlord or sub-landlord, as applicable, presently exists under any Real Property Lease.

Real Property. (a) Section 4.19(a) 4.20 of the Company Disclosure Letter sets forth a true, correct and complete list, 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 all Leased Real Property and all Real Property Leases (zas hereinafter defined) the current use of each pertaining to 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 be material to the business of the Company and its Subsidiaries (taken as a whole), with With respect to each parcel of Leased Real Property: (ia) The Company or one of its Subsidiaries holds a good and valid leasehold estate in such Leased Real Property, free and clear of all Liens, except for Permitted Liens. (iib) The Company and its Subsidiaries have delivered to Acquiror true, correct and complete copies of all leases, lease guaranties, subleases, agreements for the leasing, use or occupancy of, or otherwise granting a right in and to the Leased Real Property by or to the Company or any of and its Subsidiaries, including all amendments, terminations amendments and modifications thereof (collectively, the “Real Property Leases”), and none of such Real Property Leases has have been modified in any material respect, except to the extent that such modifications have been disclosed by the copies delivered to Acquiror. (iiic) The Company’s and its Subsidiaries’, Except as applicable, possession and quiet enjoyment disclosed on Section 4.20(c) of the Leased Real Property under such Real Property Leases has not been materially disturbed andCompany Disclosure Letter, there are no material disputes pending or to the knowledge of the Company threatened with respect Company, neither the Company, its Subsidiaries or any counterparty to such a Real Property Lease is in material breach or material default under the Real Property Leases. (ivd) To the knowledge Except as disclosed on Section 4.20(d) of the CompanyCompany Disclosure Letter, as of the date of this Agreement, there are no partywritten leases, subleases, licenses or other agreements that create or confer upon any Person other than the Company or its Subsidiaries, has any a right to use or occupy the Leased Real Property or any portion thereof, subject to the entry and reversionary rights of lessors under the Real Property Leases and the rights of holders of Permitted Liens. (ve) Neither the Company nor any of its Subsidiaries has have 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. No material defaults by . (Af) None of the Company or any of its Subsidiaries or (B) to the knowledge of the Company, owns any landlord or sub-landlord, as applicable, presently exists under any Owned Real Property LeaseProperty.

Real Property. (a) Section 4.19(a3.13(a) of the Company Disclosure Letter sets forth a true, correct complete and complete accurate list, as of the date of this Agreement Agreement, of all real property owned by the Company or any of its Subsidiaries, (w) such real property, together with all of the street address of each parcel of Leased buildings, structures and other improvements thereon, the “Owned 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 be material to the business of the Company and 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 has good and valid fee simple title to all Owned Real Property, free and clear of all Liens other than Permitted Liens. (b) None of the Company and/or its Subsidiaries is in default or violation of, or not in compliance with, any Law or Order applicable to its occupancy of the Leased Real Property subject to the Lessee Leases except for any conflicts, defaults or violations that would not have a Company Material Adverse Effect. With respect to the Leased Real Property, the Company and/or its Subsidiaries have and own valid, legally binding and enforceable leasehold estate estates in such the Leased Real Property, free and clear of all Liens, except for Liens other than Permitted Liens. (ii) The Company . As of the date of this Agreement, no purchase option, right of first refusal or first offer or other purchase right has been exercised, and its Subsidiaries have delivered no binding letter of intent to Acquiror truepurchase has been signed, correct and complete copies of all leases, lease guaranties, subleases, agreements for the leasing, use or occupancy of, or otherwise granting a right in and to the Leased Real Property by or to the Company or any of its Subsidiaries, including all amendments, terminations and modifications thereof (collectively, the “Subsidiaries for any Leased Real Property Leases”), and none of such Real Property Leases for which the purchase has been modified in any material respect, except not closed prior to the extent that such modifications have been disclosed by the copies delivered to Acquirordate of this Agreement. (iiic) The Company’s and its Subsidiaries’, Except as applicable, possession and quiet enjoyment of the Leased Real Property under such Real Property Leases has would not been materially disturbed and, have a Company Material Adverse Effect ,there are no material disputes existing, pending or or, to the knowledge of the Company threatened with respect to such Real Property Leases. (iv) To the knowledge Knowledge of the Company, no partythreatened in writing appropriation, other than condemnation, eminent domain or similar proceedings that affect any Owned Real Property or, to the Company or its SubsidiariesKnowledge of the Company, has any right to use or occupy the Leased Real Property or any portion thereof. (v) Neither Property. Except as would not have a Company Material Adverse Effect, as of the date hereof, neither the Company nor any of its Subsidiaries has received any written notice of the intention of any condemnation proceeding Governmental Authority or proposed similar Action other Person to take or agreement for taking in lieu of condemnation with respect to use any portion of the Leased Real Property. No material defaults by Company Properties. (Ad) Except as would not have a Company Material Adverse Effect, as of the date hereof, no written claim has been made against any Company or its Subsidiaries or Title Insurance Policy which remains pending. (Be) to the knowledge None of the Company, any landlord of its Subsidiaries or sub-landlordany 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, as applicable, presently exists under any Real Property Leaseother than those pertaining to replacements and other similar correction of deferred maintenance items in the ordinary course of business.

Real Property. Schedule 3.17 attached hereto lists (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 all Owned Real Property and (zb) the current use of each such parcel of all Leased Real Property. Neither the Except as set forth on Schedule 3.17, Company nor or its Subsidiaries owns any real propertySubsidiary, 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 would not be or reasonably be expected to be material to the business of the Company and its Subsidiaries (taken as a whole)set forth on Schedule 3.17, with respect to each parcel of Leased Real Property: (i) The Company or one of its Subsidiaries holds Subsidiary, as applicable, has a good valid and valid subsisting leasehold estate in such in, and enjoy peaceful and undisturbed possession of, all Leased Real Property, free and clear of all Liens, except for Liens other than Permitted Liens. (ii) The Company and its Subsidiaries have delivered to Acquiror true. Except as set forth on Schedule 3.17, correct and complete copies of all leases, lease guaranties, subleases, agreements for the leasing, use or occupancy of, or otherwise granting a right in and to the Leased Real Property by or to the Company or any of its Subsidiaries, 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 to the knowledge of the Company threatened with respect to such Real Property Leases. (iv) To the knowledge of the Company, no party, other than the Company or its Subsidiaries, has any right to use or occupy the Leased Real Property or any portion thereof. (v) Neither the 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 or 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 received 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 notice notification has been given to Company or any of its Subsidiaries since September 1, 2010, of any condemnation proceeding such outstanding work being ordered, directed or proposed similar Action requested, other than those that have been complied with; (d) all accounts for work and services performed and materials supplied, placed or agreement for taking furnished on or in lieu respect of condemnation with respect the Owned Real Property or Leased Real Property at the request of Company or any of its Subsidiaries have been fully paid and satisfied, and no Person is entitled to any portion claim a Lien against the Owned Real Property or Company’s or one of its Subsidiary’s interest in the Leased Real Property. No material defaults by (A) , or any part thereof, for such work or services, other than current accounts in respect of which the payment due date has not yet passed or for which Company or one of its Subsidiaries or has a valid claim to dispute such amounts (Bin which event, Schedule 3.17 shall describe the nature of such valid claim in detail); and (e) to the knowledge Knowledge of the Company, any landlord or sub-landlord, as applicable, presently exists under any (i) the boundaries of each Owned Real Property Leaseor Leased Real Property do not conflict with those of any adjoining property, (ii) there are no encroachments from any Owned Real Property or Leased Real Property onto and (iii) no encroachments onto any Owned Real Property or Leased Real Property from, the adjoining properties or streets, except in each such case to the extent as would not reasonably be expected to have a material effect on the use of that particular property.

Real Property. SCHEDULE 2.01(d) lists all real property and interests in real property owned or leased by each Seller and used primarily in the Seller Business, and specifying the address or other description suitable to identify the property, a reasonable description of the use of each property, and which of the properties are owned and which are leased. (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 be material to the business of the Company and its Subsidiaries (taken as a whole), with With respect to each parcel of Leased Real Property:Seller-owned real property included in the Purchased Assets, and except for matters set forth on SCHEDULE 7.04(a): (i) The Company or one of its Subsidiaries holds a A Seller has good and valid leasehold estate in such Leased Real Propertymarketable title to the parcel of real property, free and clear of all Liens, except for Permitted Liens.Liens and except for the Liens listed on SCHEDULE 7.03(a) which will be discharged at Closing; (ii) The Company and its Subsidiaries have delivered to Acquiror true, correct and complete copies of all there are no leases, lease guaranties, subleases, licenses, concessions, or other agreements for to which a Seller is a party or, to Sellers' knowledge, subleases, licenses, concessions or other agreements to which a Seller is not a party, granting to any party or parties the leasing, right of use or occupancy of, or otherwise granting a right in and to of any portion of the Leased Real Property by or to the Company or any parcel of its Subsidiaries, 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.real property; and (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 outstanding options or rights of first refusal to purchase the knowledge parcel of the Company threatened with respect to such Real Property Leasesreal property, or any portion thereof or interest therein. (ivb) With respect to each parcel of real property listed on SCHEDULE 2.01(d), and except for matters set forth on SCHEDULE 7.04(b): (i) To the knowledge Sellers' knowledge, a Seller has valid and enforceable rights of the Companyphysical and legal ingress and egress to and from such parcel; and (ii) No Seller Party has received any notice of, and no party, other than the Company or its Subsidiaries, Seller Party has any right knowledge of, any non-compliance with applicable building codes, zoning regulations, occupational health and safety Laws or any other Laws applicable to such parcel or the use or occupy the Leased Real Property or occupancy thereof by any portion thereofSeller Party. (v) Neither the Company nor any of its Subsidiaries has received written notice of any condemnation proceeding or proposed similar Action or agreement for taking in lieu of condemnation with respect to any portion of the Leased Real Property. No material defaults by (A) the Company or its Subsidiaries or (B) to the knowledge of the Company, any landlord or sub-landlord, as applicable, presently exists under any Real Property Lease.

Real Property. (a) Section 4.19(a4.18(a) of the Company Disclosure Letter sets forth a true, correct and complete list, as of the date hereof, of this Agreement of (w) the street address addresses of each parcel 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, (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 not, individually or in the aggregate, reasonably be expected to be material have a Company Material Adverse Effect, the Company or the applicable Subsidiary has good and marketable fee simple title to the business of the Company and 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 valid leasehold estate in such Leased Owned Real Property, free and clear of all Liens, except for Permitted Liens. (ii) . The Company and its Subsidiaries have delivered to Acquiror truenot leased, correct and complete copies subleased or licensed any portion of all leases, lease guaranties, subleases, agreements for the leasing, use or occupancy of, or otherwise granting a right in and to the Leased any Owned Real Property by or to the Company or any of its Subsidiaries, 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 to the knowledge of the Company threatened with respect to such Real Property Leases. (iv) To the knowledge of the Company, no party, other than the Company or its Subsidiaries, has any right to use or occupy the Leased Real Property or any portion thereof. (v) Person. Neither the Company nor any of its Subsidiaries has received written notice of any condemnation proceeding or proposed similar Action or agreement for taking in lieu pending and, to the Knowledge of the Company, there is no threatened, condemnation with respect to any portion Owned Real Property. (b) 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 complete list, as of the date hereof, of all street addresses of the Leased Real PropertyProperty and the Real Property Leases with respect thereto. No material defaults by Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, (Ai) each Real Property Lease is valid and binding on the Company or its Subsidiaries or (B) the Subsidiary of the Company that is a party thereto and, to the knowledge Knowledge of the Company, each other party thereto and is in full force and effect, subject to the Enforceability Exceptions, (ii) all rent and other sums and charges payable by the Company or any landlord of its Subsidiaries as tenant, subtenant, licensee or sub-landlordoccupant 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, as (iii) no termination event or condition or uncured default on the part of the Company or, if applicable, presently 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 pending and, to the Knowledge of the 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 aggregate, reasonably be expected to 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 and 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 4.19(a) of Schedule 4.12 annexed hereto and the Company Disclosure Letter sets forth a true, correct and complete listCommission Filings set forth, as of the date hereof, a correct and complete list 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 all Real Property and (z) the current use of each such parcel of Leased Real Property. Neither owned, leased or subleased by the Company nor or any of its Subsidiaries owns any real propertySubsidiaries. Except as would not be or reasonably be expected to be material to the business of the Company and its Subsidiaries (taken as a whole), with respect to each parcel of Leased Real Property: (i) The Company or one its Subsidiaries are the sole and exclusive legal and equitable owners of all right, title and interest in, and have good, marketable and insurable title to, all of the Real Property set forth on Schedule 4.12 annexed hereto as being owned by the Company or any of its Subsidiaries holds a good and valid leasehold estate in such Leased Real PropertySubsidiaries, free and clear of all Liens, except for as set forth on Schedule 4.12, the Commission Filings and Permitted Liens. (ii) The Company . Except as set forth in Schedule 4.12 annexed hereto, and its Subsidiaries except for changes occurring between the date hereof and the Closing Date which are not reasonably likely, individually or in the aggregate, to have delivered to Acquiror truea Material Adverse Effect, correct and complete copies of all leases, lease guaranties, subleases, agreements for the leasing, use or occupancy of, or otherwise granting a right in and to the Leased Real Property owned, leased or subleased by or to the Company or any of its Subsidiaries is in condition and repair adequate for its current use, is suitable for the purposes for which it is presently being used and is adequate to meet all present requirements of the business of the Company and its Subsidiaries, including all amendmentsas currently conducted. Except as set forth in Schedule 4.12 annexed hereto, terminations and modifications thereof (collectivelyexcept for changes occurring between the date hereof and the Closing Date which are not reasonably likely, individually or in the aggregate, to have a Material Adverse Effect, the “Company or its Subsidiaries have been in peaceable possession of the premises covered by each Real Property Leases”), and none lease or sublease since the commencement of the original term 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 Acquirorlease or sublease. (iiib) The Except for Real Property leases and subleases which expire by their terms between the date hereof and the Closing Date which are not reasonably likely, individually or in the aggregate, to have a Material Adverse Effect, each of the Real Property leases and subleases (and leases underlying such subleases) is in full force and effect and contains no terms other than the terms contained in the copies heretofore delivered to the Parent or made available to the Parent at the Company’s 's offices. Each of the Company and its Subsidiaries’, as applicable, possession Subsidiaries has complied with all commitments and quiet enjoyment of the Leased obligations on its part to be performed or observed under each Real Property under lease or sublease, except for such Real Property Leases has noncompliance which is not been materially disturbed andreasonably likely, there are no material disputes pending individually or in the aggregate, to have a Material Adverse Effect. To the knowledge of the Company threatened with respect without due inquiry, each party to such each Real Property Leases. (iv) lease or sublease other than the Company and its Subsidiaries has complied with all commitments and obligations on its part to be performed or observed thereunder, except for such noncompliance which is not reasonably likely, individually or in the aggregate, to have a Material Adverse Effect. To the knowledge of the Company, no party, other than the Company or its Subsidiaries, has any right to use or occupy the Leased Real Property or any portion thereof. (v) Neither none of the Company nor any of its Subsidiaries has received written any notice of a default, offset or counterclaim under any condemnation proceeding Real Property lease or proposed similar Action sublease (or agreement for taking in lieu of condemnation with respect to any portion of the Leased Real Property. No material defaults by (Alease underlying such sublease) the Company or its Subsidiaries or (B) and, to the knowledge of the Company, any landlord no event or sub-landlord, as applicable, condition has happened or presently exists which constitutes a default or, after notice or lapse of time or both, would constitute a default under any Real Property Leaselease or sublease (or lease underlying such sublease), except for such notices, defaults, offsets or counterclaims which are not reasonably likely, individually or in the aggregate, to have a Material Adverse Effect. There is no Lien upon any leasehold interest of the Company or any of its Subsidiaries under any Real Property lease or sublease, to the best knowledge of the Company. Except as set forth in Schedule 4.12 annexed hereto, the Merger will not be considered an assignment of any of the Real Property leases (requiring the consent or approval by another Person) and subleases and shall not constitute a default under any of the Real Property leases or subleases. (c) Except for changes occurring between the date hereof and the Closing Date which are not reasonably likely, individually or in the aggregate, to have a Material Adverse Effect, to the best knowledge of the Company, there are no pending or threatened actions or proceedings (including condemnation and foreclosure) which could adversely affect the Real Property or any of the Real Property leases or subleases against the Company or any of its Subsidiaries and, to the best knowledge of the Company, there are no such actions or proceedings against other parties. There are no violations of any Law affecting the Real Property leased or subleased by the Company or any of its Subsidiaries which are reasonably likely, individually or in the aggregate, to have a Material Adverse Effect. (d) Except for changes occurring between the date hereof and the Closing Date which are not reasonably likely, individually or in the aggregate, to have a Material Adverse Effect, to the knowledge of the Company without due inquiry, there are no defaults by the landlords under any of the Real Property leases or subleases A-17

Real Property. (ai) Section 4.19(aEach real property lease Contracts for the properties used in connection with the JCA Entities that are set forth on Schedule 4.14(a) of hereto (the Company Disclosure Letter sets forth a true, correct “JCA Real Property Leases”) and complete list, as of the date of this Agreement of real property to which it relates (w) the street address of each parcel of “JCA 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 be material to the business of the Company and its Subsidiaries (taken as a whole”), with respect to each parcel of Leased Real Property: (i) The Company is in full force and effect and AGCO or one of its Subsidiaries holds a the applicable JCA Entities has good and valid leasehold estate in such 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 for Permitted Liens. in each case where such failure would not reasonably be expected to have, individually or in the aggregate, a JCA Material Adverse Effect; (ii) The Company and its Subsidiaries have delivered to Acquiror truethere are no defaults by AGCO or a JCA Entity (or any conditions or events that, correct and complete copies after notice or the lapse of all leasestime or both, lease guaranties, subleases, agreements for the leasing, use would constitute a default by AGCO or occupancy of, or otherwise granting a right in JCA Entity) under any JCA Real Property Lease and to the Leased Real Property by or to the Company or any Knowledge of its Subsidiaries, 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 andAGCO, there are no material disputes pending defaults by any other party to such JCA Real Property Lease (or any conditions or events that, after notice or the lapse of time or both, would constitute a default by such other party) under such JCA Real Property Lease, except where such defaults would not reasonably be expected to have, individually or in the knowledge aggregate, a JCA Material Adverse 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 set forth on Section 4.14 of the Company threatened with respect to such Real Property Leases. AGCO Disclosure Schedule; (iv) To there is no Person (other than AGCO or the knowledge applicable JCA Entities) in possession of the Company, no party, other than the Company or its Subsidiaries, has any right to use or occupy the JCA Leased Real Property or any portion thereof. ; and (v) Neither as of the Company date hereof, neither AGCO nor any of its Subsidiaries Affiliates has received any written notice of that any condemnation proceeding or proposed similar Action or agreement for taking in lieu of condemnation with respect to any material portion of the JCA Leased Real Property will be condemned, requisitioned or otherwise taken by any public authority. (b) With respect to the JCA Leased Real Property. No material defaults by (A, 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) the Company or its Subsidiaries or (B) to the knowledge of the Company, AGCO Disclosure Schedule. (c) None of AGCO’s nor any landlord or sub-landlord, as applicable, presently exists under any JCA Entity’s current use of the JCA Leased Real Property Leaseviolates in any material respect any restrictive covenant of record or applicable Law that affects such property. The facilities at each of the JCA Leased Real Properties are in good operating condition in all material respects (except for reasonable and customary wear and tear) and are adequate and suitable for their current uses and purposes. (d) None of the JCA Entities has ever owned any real property.

Real Property. (a) Section 4.19(aThe Company and its Subsidiaries do not own any real property. (b) Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (i) each material lease and sublease (collectively, the “Company Real Property Leases”) under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any material real property (the “Company Leased Real Property”) at which the material operations of the Company Disclosure Letter sets forth a true, correct and complete list, or any of its Subsidiaries are conducted as of the date of this Agreement of (w) the street address of each parcel of Leased Real Propertyhereof, is valid, binding and in full force and effect, (xii) neither the identity Company nor any of its Subsidiaries is currently subleasing, licensing or otherwise granting any person the lessor, lessee and current occupant (if different from lessee) right to use or occupy a material portion of each such parcel of Leased Real Property, (y) the terms and rental payment amounts pertaining to each such parcel of a Company Leased Real Property that would reasonably be expected to materially and adversely affect the existing use of the Company Leased Real Property by the Company in the operation of its business in the ordinary course thereon and (ziii) the current use Company has not received written notice of each such parcel any uncured default of Leased Real Property. Neither a material nature on the part of the Company nor and, if applicable, its Subsidiaries owns Subsidiary or, to the knowledge of the Company, the landlord thereunder, with respect to any real propertyCompany Real Property Lease, and to the knowledge of the Company no event has occurred or circumstance exists which, with the giving of notice, the passage of time, or both, would constitute a material breach or default under a Company Real Property Lease. Except as would not be or reasonably be expected to be material to have, individually or in the business of aggregate, a Company Material Adverse Effect, the Company and its Subsidiaries (taken as a whole), with respect to each parcel of Leased Real Property: (i) The Company or one of its Subsidiaries holds has a good and valid leasehold estate interest, subject to the terms of the Company Real Property Leases, in such each parcel of Company Leased Real Property, free and clear of all Liens, except for Company Permitted Liens. Liens and conditions, encroachments, easements, rights-of-way, restrictions and other encumbrances that do not materially and adversely affect the existing use of the real property subject thereto by the owner (ii) The Company and its Subsidiaries have delivered to Acquiror true, correct and complete copies of all leases, lease guaranties, subleases, agreements for the leasing, use or occupancy of, or otherwise granting a right in and to the Leased Real Property by or to the Company or any of its Subsidiaries, 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 lessee to the extent that such modifications have been disclosed by a leased property) thereof in the copies delivered to Acquiror. operation of its business in the ordinary course (iii) The Company’s and its Subsidiaries’, as applicable, possession and quiet enjoyment “Permitted Encumbrances”). As of the Leased Real Property under such Real Property Leases has not been materially disturbed anddate hereof, there are no material disputes pending or to the knowledge of the Company threatened with respect to such Real Property Leases. (iv) To the knowledge of the Company, no party, other than the Company or its Subsidiaries, has any right to use or occupy the Leased Real Property or any portion thereof. (v) Neither neither the Company nor any of its Subsidiaries has received written notice of any condemnation proceeding or proposed similar Action or agreement for taking in lieu of condemnation with respect to any portion of the Leased Real Property. No material defaults by (A) the Company or its Subsidiaries or (B) pending, and, to the knowledge of the Company, there is no threatened, condemnation proceeding with respect to any landlord Company Leased Real Property, except such proceeding which would not reasonably be expected to have, individually or sub-landlordin the aggregate, as applicable, presently exists under any Real Property Leasea Company Material Adverse Effect.

Real Property. (a) Section 4.19(a3.21(a) of the Company Disclosure Letter Schedule sets forth a true, correct (i) an accurate and complete listlist of all real property leased, as subleased, or licensed by the Company or any Company Subsidiary that provides for payment by the Company and/or any Company Subsidiary of more than $1,000,000, in the date of this Agreement of aggregate, in annual base rent (wcollectively, the “Leased Real Property”), (ii) the street address of for each parcel of Leased Real Property, (xiii) the identity expiration date of the lessor, lessee and current occupant (if different from lessee) of lease underlying each such parcel of Leased Real Property, (yiv) the terms annual base rent of each Leased Real Property, (v) the name of the lessee(s) and rental payment amounts pertaining to each such parcel third party lessor(s) thereof, and (vi) the date of the lease contract relating thereto. Except for the Leased Real Property and Owned Real Property, there are no other properties occupied by the Company or any Company Subsidiary that are material to the conduct of business by the Company or any Company Subsidiary. None of the Leased Real Property is subject to any leases, tenancies or occupancies other than that of Company or the Company Subsidiaries. All of the material buildings, fixtures and other improvements located on the Company Leased Real Property are reasonably adequate and suitable for the purpose of conducting the Business as presently conducted. (zb) Section 3.21(b) of the current use Company Disclosure Schedule sets forth a complete and accurate list of all real property owned by the Company or any Company Subsidiary (“Owned Real Property”). None of the Owned Real Property is subject to any leases, tenancies or occupancies other than that of Company or the Company Subsidiaries. Except as would not have a Company Material Adverse Effect, all of the buildings, fixtures and other improvements located on the Owned Real Property are reasonably adequate and suitable for the purpose of conducting the Business as presently conducted. The Company and each such parcel Company Subsidiary, as applicable, has good and marketable title in fee simple and free of Leased any Liens (other than Permitted Liens) to the Owned Real Property. Neither the Company nor any Company Subsidiary has assigned, transferred, conveyed or granted to any other Person any option to purchase, right of pre-emption or right of first refusal affecting its Subsidiaries owns interest in any real property. Except as would not be or reasonably be expected to be material to the business of the Company and its Subsidiaries (taken as a whole), with respect to each parcel of Leased Owned Real Property: (i) The Company or one of its Subsidiaries holds a good and valid leasehold estate in such Leased Real Property, free and clear of all Liens, except for Permitted Liens. (ii) The Company and its Subsidiaries have delivered to Acquiror true, correct and complete copies of all leases, lease guaranties, subleases, agreements for the leasing, use or occupancy of, or otherwise granting a right in and to the Leased Real Property by or to the Company or any of its Subsidiaries, 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 to the knowledge of the Company threatened with respect to such Real Property Leases. (iv) To the knowledge of the Company, no party, other than the Company or its Subsidiaries, has any right to use or occupy the Leased Real Property or any portion thereof. (v) Neither the Company nor any of its Subsidiaries has received written notice of any condemnation proceeding or proposed similar Action or agreement for taking in lieu of condemnation with respect to any portion of the Leased Real Property. No material defaults by (A) the Company or its Subsidiaries or (B) to the knowledge of the Company, any landlord or sub-landlord, as applicable, presently exists under any Real Property Lease.

Real Property. (a) Section 4.19(aThe Acquired Entities do not own and have not owned any real property. (b) Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Acquired Entities hold a valid and existing leasehold interest in the material real property that is leased or subleased by the Acquired Entities from another Person (the “Leased Real Property”), free and clear of all Encumbrances other than Permitted Encumbrances. Part 3.7(b) of the Company Disclosure Letter sets forth Schedule contains a true, complete and correct and complete list, as of the date hereof, of this Agreement of (w) the street address of each parcel of Leased Real PropertyProperty including, (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 with respect to each such parcel Company Lease, the date of Leased Real Property such Company Lease and (z) the current use of each such parcel of Leased Real Property. Neither the Company nor its Subsidiaries owns any real propertymaterial amendments thereto. Except as would not be or reasonably be expected to be material to have, individually or in the business of the aggregate, a Company Material Adverse Effect, (x) all Company Leases are valid and 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 in full force and valid leasehold estate in such Leased Real Property, free and clear of all Liens, except for Permitted Liens. (ii) The Company and its Subsidiaries have delivered to Acquiror true, correct and complete copies of all leases, lease guaranties, subleases, agreements for the leasing, use or occupancy of, or otherwise granting a right in and to the Leased Real Property by or to the Company or any of its Subsidiaries, 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, effect except to the extent that such modifications they have been disclosed by the copies delivered previously expired or terminated in accordance with their terms, and (y) no Acquired Entity nor, 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 to the knowledge of the Company threatened with respect to such Real Property Leases. (iv) To the knowledge of the Company, no 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 set forth in Part 3.7(b) of the 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 or and its Subsidiaries, has any right taken as a whole, and that relates to the use or occupy the Leased Real Property occupancy of all or any portion thereof. (v) Neither the Company nor any of its Subsidiaries has received written notice of any condemnation proceeding or proposed similar Action or agreement for taking in lieu of condemnation with respect to any portion of the Leased Real Property. No The Company has delivered or otherwise made available to Parent, true and complete copies of all Company Leases (including, without limitation, all material defaults by (Amodifications, amendments, supplements, waivers and side letters thereto) pursuant to which the Company or any of its Subsidiaries thereof leases, subleases or (B) to the knowledge of the Companylicenses, as tenant, lessee or licensee, any landlord or sub-landlord, as applicable, presently exists under any Leased Real Property LeaseProperty.

Real Property. (a) Section 4.19(a3.8(a) of the Company Disclosure Letter sets forth Schedule identifies a truecomplete, correct accurate and complete current list, as of including the date of this Agreement of (w) the street address of each parcel of Leased Real Propertyor other description, (x) and the identity of the lessorholder of title, lessee of all real property owned by the MGM Acquired Entities (including all land, and all interests in buildings, structures, improvements and fixtures located thereon and all easements and other rights and interests appurtenant thereto, the “Owned Real Property”), and Section 3.8(a) of the Disclosure Schedule identifies a complete, accurate and current occupant (if different from lessee) list of all real property leased or operated by the MGM Acquired Entities, including the date of each Lease, the expiration date of such parcel Lease, the term of such Lease, the parties to such Lease, all renewal rights and options to purchase and a description of the demised premises thereunder (including all leasehold, subleasehold, ground leasehold, or other rights to use or occupy any land, buildings, structures, improvements, fixtures, or other interest in real property used in connection with any of the MGM Acquired Entities and the operation of its business) (collectively, the “Leased Real Property, (y) ” and together with the terms and rental payment amounts pertaining to each such parcel of Leased Owned Real Property and (z) shall be referred to herein collectively as 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 be material to the business Each of the Company and its Subsidiaries MGM Acquired Entities is in lawful possession of all of the Real Property, subject only to Permitted Exceptions. (taken as a whole), with b) With respect to each parcel of Leased the Owned Real Property: , except as set forth in Section 3.8(b)(x) of the Disclosure Schedule: (i) The Company or one of its Subsidiaries holds a an MGM Acquired Entity has good and valid leasehold estate in such Leased marketable indefeasible fee simple title to the Owned Real Property, free and clear of all LiensEncumbrances, except (A) Encumbrances for Permitted Liens. real estate Taxes or ad valorem Taxes that are not past due; (iiB) The Company and its Subsidiaries have delivered to Acquiror true, correct and complete copies of all leases, lease guaranties, subleases, agreements easements for the leasing, use or occupancy of, or otherwise granting a right erection and maintenance of public utilities exclusively serving the properties and other matters set forth in and to the Leased Real Property by or to the Company or any of its Subsidiaries, 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. (iiiSection 3.8(b)(y) 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 andDisclosure Schedule that, there are no material disputes pending or to the knowledge of any of the Company threatened MGM Parties, neither (I) materially interferes with respect the use or operation of an MGM Acquired Entity in the conduct of its business as it is presently conducted, or (II) renders title to such the Owned Real Property Leases. unmarketable or uninsurable; and (ivC) To Tenant Leases (collectively with (A), (B) and (C), the knowledge “Permitted Exceptions”); (ii) except as set forth in Section 3.8(b)(y) and Section 3.8(d) of the CompanyDisclosure Schedule, no party, other than an MGM Acquired Entity has neither leased nor otherwise granted to any Person the Company or its Subsidiaries, has any right to use or occupy the Leased Owned Real Property or any portion thereofthereof except for licensing of hotel rooms in the Ordinary Course of Business; (iii) there are no outstanding options, rights of first offer, rights of reverter, or rights of first refusal to purchase the Owned Real Property or any portion thereof or interest therein; and (iv) none of the MGM Acquired Entities is a party to any Contract to purchase any real property or interest therein. (vc) Neither Complete, accurate and current copies of all Leases pursuant to which the Company nor any of its Leased Real Property is leased or operated have been delivered or made available by the MGM Parties to Purchaser and there are no other material Contracts between or among the MGM Parties and their respective Subsidiaries has received written notice of any condemnation proceeding or proposed similar Action or agreement for taking in lieu of condemnation Affiliates, with respect to any portion of the Leased Real Property. No material defaults by (A) the Company Property or its Subsidiaries or (B) otherwise relating to the knowledge use and occupancy of the Company, any landlord or sub-landlord, as applicable, presently exists under any Real Property Lease.Real

Real Property. (a) Section 4.19(a3.15(a) of the Company Seller Disclosure Letter Schedules sets forth a true, complete and correct and complete list, as of the date of this Agreement of (w) the street address Agreement, of each parcel of Leased real property owned by the Acquired Companies which is material to the operations of the Acquired Companies being conducted as of the date hereof (such property collectively, the “Company Owned Real Property” and, together with the Company Owned Real Property, (x) hereinafter collectively, 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 be material to have, individually or in the business of the aggregate, a Company and its Subsidiaries (taken as a whole)Material Adverse Effect, with respect to each parcel of Leased Real Property: (i) The Acquired Company or one of its Subsidiaries holds a has good and valid leasehold estate in title to such Leased Company Owned Real Property, free and clear of all Liens, except for other than Permitted Liens. . As of the date hereof, no Acquired Company has received written notice of any pending or threatened condemnation proceeding with respect to any Company Owned Real Property, except proceedings that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as set forth in Section 3.15(a) of the Seller Disclosure Schedules, with respect to each Company Owned Real Property, (i) there are no outstanding options or rights of first refusal to purchase the Company Owned Real Property, or any portion or interest therein, and (ii) The no Acquired Company and its Subsidiaries have delivered to Acquiror true, correct and complete copies of all leases, lease guaranties, subleases, agreements for the leasing, use or occupancy of, has leased or otherwise granting a right in and granted to any Person the Leased Real Property by or to the Company or any of its Subsidiaries, 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 to the knowledge of the Company threatened with respect to such Real Property Leases. (iv) To the knowledge of the Company, no party, other than the Company or its Subsidiaries, has any right to use or occupy the Leased such Company Owned Real Property or any portion thereof, except for leases for occupancy in the ordinary course of business consistent with past practice. (vb) Neither the Company nor any of its Subsidiaries has received written notice of any condemnation proceeding or proposed similar Action or agreement for taking in lieu of condemnation with respect to any portion Section 3.15(b) of the Seller Disclosure Schedules sets forth a complete and correct list, as of the date of this Agreement, of each lease of the Acquired Companies that is material to the operations of the Acquired Companies being conducted as of the date hereof (collectively, the “Material Leases” and each such property respectively leased pursuant thereto, the “Company Leased Real Property”). No material defaults by (A) the Company or its Subsidiaries or (B) The Seller has delivered to the knowledge Acquirors true, complete and correct copies of the Companyeach Material Lease, any landlord and there have been no amendments, modifications or sub-landlord, as applicable, presently exists under any Real Property Lease.extensions of such Material Leases other than those set forth in Section 3.15(b)

Real Property. (ai) Section 4.19(aDisclosure Schedule 3.1(j)(i)(A) sets forth a true and complete list of all Owned Real Property. Disclosure Schedule 3.1(j)(i)(B) sets forth a true and complete list of all Leased Real Property (each of the foregoing, a “Lease” and collectively, the “Leases”), other than leases or licenses of Leased Real Property that relate to leased or licensed space of less than 1,000 square feet. Each of the Company Disclosure Letter sets forth and its Subsidiaries has (i) good and marketable title in fee simple to all Owned Real Property and (ii) a true, correct and complete list, as of the date of this Agreement of (w) the street address of each parcel of valid leasehold interest in all Leased Real Property, (x) the identity in each case, free and clear of the lessor, lessee and current occupant (if different from lessee) of each such all Liens except Permitted Liens. No parcel of Leased Owned Real Property, (y) the terms and rental payment amounts pertaining to each such parcel of Property or Leased Real Property is subject to any governmental decree or order to be sold or is being condemned, expropriated, re-zoned or otherwise taken by any public authority with or without payment of compensation therefore, nor, to the Knowledge of the Company, has any such condemnation, expropriation or taking been proposed. All Leases and all amendments and modifications thereto are in full force and effect, which may include Leases that have not been formally extended or renewed in writing, are informally ongoing, or currently in effect on a month- (zii) There are no contractual or legal restrictions that preclude or restrict the ability to use in any material respect any Owned Real Property or Leased Real Property by the Company or any of its Subsidiaries for the current use of each such parcel of real property. There are no material latent defects or material adverse physical conditions affecting the Owned Real Property or Leased Real Property. Neither All plants, warehouses, distribution centers, structures and other buildings on the Company nor its Subsidiaries owns any real property. Except as would not be Owned Real Property or reasonably be expected to be Leased Real Property are adequately maintained and are in good operating condition and repair in all material to respects for the requirements of the business of the Company and 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 valid leasehold estate in such Leased Real Property, free and clear of all Liens, except for Permitted Lienscurrently conducted. (ii) The Company and its Subsidiaries have delivered to Acquiror true, correct and complete copies of all leases, lease guaranties, subleases, agreements for the leasing, use or occupancy of, or otherwise granting a right in and to the Leased Real Property by or to the Company or any of its Subsidiaries, 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 to the knowledge of the Company threatened with respect to such Real Property Leases. (iv) To the knowledge of the Company, no party, other than the Company or its Subsidiaries, has any right to use or occupy the Leased Real Property or any portion thereof. (v) Neither the Company nor any of its Subsidiaries has received written notice of any condemnation proceeding or proposed similar Action or agreement for taking in lieu of condemnation with respect to any portion of the Leased Real Property. No material defaults by (A) the Company or its Subsidiaries or (B) to the knowledge of the Company, any landlord or sub-landlord, as applicable, presently exists under any Real Property Lease.

Real Property. (a) Section 4.19(a) Item 3.20 of the Company Disclosure Letter sets forth a true, correct list of all fee 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 leasehold interests in real property. Except as would not be or reasonably be expected to be material to the business property of the Company and its the 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 valid leasehold estate in such Leased Real Property, free and clear of all Liens, except for Permitted Liens. (ii) The Company and its Subsidiaries have delivered to Acquiror true, correct and complete copies of all leases, lease guaranties, subleases, agreements for the leasing, use or occupancy of, or otherwise granting a right in and to the Leased Real Property by or to the Company or any of its Subsidiaries, 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 to the knowledge of the Company threatened with respect to such Real Property Leases. (iv) To the knowledge of the Company, no party, other than which collectively constitute the Company or its Subsidiaries, has any right to use or occupy the Leased "Specified Real Property or any portion thereofEstate." (vb) Neither the Company nor any of its Subsidiaries has given or received written notice of any condemnation proceeding or proposed similar Action or agreement for taking in lieu of condemnation with respect to material default under any portion of the Leased Real Property. No material defaults by (A) lease under which the Company or any of its Subsidiaries or is the lessee of real property (Beach a "Lease" and collectively the "Leases") and, to the knowledge of the Company, neither the Company nor any landlord of its Subsidiaries nor any other party thereto is in default in any material respect under any of the Leases. Item 3.20 of the Company Letter contains a complete list of all leases (including all amendments, modifications, waivers, supplements and other agreements relating thereto) under which the Company or sub-landlordany of its Subsidiaries is the lessee of the real property. Except as set forth in item 3.20, none of the Leases has been modified in any material respect and such Leases are in full force and effect. Except as set forth in item 3.20, neither the Company nor any of its Subsidiaries has leased, subleased, licensed or assigned, as applicablethe case may be, presently exists all or any portion of its fee or leasehold interest in any Specified Real Estate to any person and the Company or one or more of its Subsidiaries is in sole and exclusive possession of and has the right to use all of the Specified Real Estate. Except as set forth in item 3.20, no person other than the Company or one or more of its Subsidiaries has any option or right to purchase, lease or use any portion of the Specified Real Estate. Item 3.20 sets forth all rights of the Company and its Subsidiaries to purchase the Specified Real Estate leased by the Company or its Subsidiaries under any Real Property Lease. (c) Except as disclosed in item 3.20 of the Company Letter, the buildings and improvements on the Specified Real Estate (including all fixtures, roofs, plumbing systems, fire protection systems, electrical systems, equipment, elevators and all structural components) in all material respects are in good operating condition and in a state of good and working maintenance and repair, ordinary wear and tear excepted, are adequate and suitable for the purposes for which they are presently being used, and to the knowledge of the Company, there are no condemnation or appropriation proceedings pending or threatened against any of such Specified Real Estate or the improvements thereon, and, to the knowledge of the Company, no buildings or improvements on such Specified Real Estate encroach on real property not leased to or owned by the Company or any of its Subsidiaries, to the extent that removal of such encroachment would have a material adverse effect on the current use, value, occupancy or operation of such improvements. To the knowledge of the Company, no improvements or buildings not located on Specified Real Estate encroach upon any of the Specified Real Estate to the extent that the same would have a material adverse effect on the current use, value, occupancy or operation of such Specified Real Estate. (d) To the knowledge of the Company, no part of any Specified Real Estate is subject to any building or use restriction that materially restricts or prevents the present use and operation of such property. To the knowledge of the Company, none of the Specified Real Estate nor the use thereof by the Company or any of its Subsidiaries constitutes a nonconforming use or legal non-conforming use. (e) The Company or one or more of its Subsidiaries is in possession of and has good title to, or has valid leasehold interests in or valid rights under contract to use, all tangible personal property used in the business of the Company and its Subsidiaries or reflected in the audited financial statements of the Company and its consolidated subsidiaries dated as of December 31, 1996, except for personal property disposed of in the ordinary course since the date thereof. (f) No labor has been performed or material furnished for any portion of any property owned by the Company or any of its Subsidiaries for which a Lien in excess of $500,000 in value can be claimed against any such property. All of the Specified Real Estate has rights of access to dedicated public ways (and makes no material use of any means of access or egress that is not pursuant to such dedicated public ways or recorded, irrevocable rights-of-way) and is served by water, sewer, sanitary sewer, telephone, electric, gas and other public utilities necessary or desirable for the current use thereof which utilities are available to such Specified Real Estate through a public right-of-way. There are no pending or proposed special or other assessments for public improvements on the Specified Real Estate. (g) To the knowledge of the Company, there is no pending or threatened proceeding or governmental action to modify the zoning classification of, or to condemn or take by power or eminent domain (or any purchase in lieu thereof), or to classify as a landmark, all or any material part of the Specified Real Estate except, in each case, for any proceeding or action that would not have a Material Adverse Effect on the Company.

Real Property. (a) Section 4.19(a3.13(a) of the Company Disclosure Letter sets forth a true, correct complete and complete accurate list, as of the date of this Agreement Agreement, of all real property owned by the Company or any of its Subsidiaries, which real property includes all of the buildings, structures and other improvements thereon (w) the street address of each parcel of Leased “Owned 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 be material to the business of the Company and its Subsidiaries (taken as a whole), with respect to each parcel of Leased Real Property: (i) The Company or one of its Subsidiaries holds has good fee simple title to all Owned Real Property, free and clear of all Liens other than Permitted Liens. There is no real property which, as of the date of this Agreement, is under contract by the Company or any of its Subsidiaries for purchase after the date of this Agreement. There are no real properties that the Company or any of its Subsidiaries is obligated to buy at some future date. (b) None of the Company and/or its Subsidiaries is in default or violation of, or not in compliance with, any Law or Order applicable to its occupancy of the Leased Real Property subject to the Lessee Leases except for any conflicts, defaults or violations that would not, individually or in the aggregate, reasonably be expected to have a good Company Material Adverse Effect. With respect to the Leased Real Property, the Company and/or its Subsidiaries have and valid own valid, legally binding and enforceable leasehold estate estates in such the Leased Real Property, free and clear of all Liens, except for Liens other than Permitted Liens. (ii) The Company . As of the date of this Agreement, no purchase option, right of first refusal or first offer or other purchase right has been exercised, and its Subsidiaries have delivered no letter of intent to Acquiror truepurchase has been signed, correct and complete copies of all leases, lease guaranties, subleases, agreements for the leasing, use or occupancy of, or otherwise granting a right in and to the Leased Real Property by or to the Company or any of its Subsidiaries, including all amendments, terminations and modifications thereof (collectively, the “Subsidiaries for any Leased Real Property Leases”), and none of such Real Property Leases for which the purchase has been modified in any material respect, except not closed prior to the extent that such modifications have been disclosed by the copies delivered to Acquirordate of this Agreement. (iiic) The Company’s and its Subsidiaries’Except as would not reasonably be expected to have, as applicableindividually or in the aggregate, possession and quiet enjoyment of the Leased Real Property under such Real Property Leases has not been materially disturbed anda Company Material Adverse Effect, there are no material disputes pending or to the knowledge of the Company threatened 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 Real Company Property Leasesin the ordinary course of business. (ivd) To There are no existing, pending or, to the knowledge Knowledge of the Company, no partythreatened in writing appropriation, other than condemnation, eminent domain or like proceedings or similar actions that affect any Owned Real Property or, to the Company or its SubsidiariesKnowledge of the Company, has any right to use or occupy the Leased Real Property or any portion thereof. (v) Neither Property. As of the date hereof, neither the Company nor any of its Subsidiaries has received any written notice of the intention of any condemnation proceeding Governmental Entity or proposed similar Action other Person to take or agreement for taking use any of the Company Properties. (e) The Company and each of its Subsidiaries, as applicable, is in lieu possession of condemnation title insurance or valid marked-up title commitments evidencing title insurance with respect to any portion each Company Property (each, a “Company Title Insurance Policy”). As of the Leased Real Property. No material defaults 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 (A) the Company or any of its Subsidiaries or (B) Subsidiaries, in each case, other than those pertaining to minor capital repairs, replacements and other similar correction of deferred maintenance items in the knowledge ordinary course of business. None of the Company, any landlord of its Subsidiaries or sub-landlord, as applicable, presently exists under any Real Property Leaseof 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) Section 4.19(a) A list 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 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. (xf) Except as may be reflected in the identity 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 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 MBT Owned 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 which would not be or reasonably be expected to be material to have a Material Adverse Effect, MBT and the business of Subsidiaries have, and at the Company and its Subsidiaries (taken as a whole)Effective Date will have, with respect to each parcel of Leased Real Property: (i) The Company or one of its Subsidiaries holds a good and valid leasehold estate in such Leased marketable title to their respective MBT Owned Real Property, free and clear of all Liensliens, except for Permitted Liensmortgages, security interests, encumbrances and restrictions of any kind or character. (iig) The Company Except as set forth in the MBT Disclosure Letter and its Subsidiaries have delivered to Acquiror true, correct and complete copies of all leases, lease guaranties, subleases, agreements for the leasing, use or occupancy of, or otherwise granting a right in and to the Leased Real Property by or to the Company or any of its Subsidiaries, 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 to the knowledge of MBT’s Management, MBT or any Subsidiary has not caused or allowed the Company threatened with respect to such generation, treatment, storage, disposal or release at any MBT Real Property Leases. (iv) To the knowledge of the Company, no party, other than the Company or its Subsidiaries, has any right to use or occupy the Leased Real Property or any portion thereof. (v) Neither the Company nor any of its Subsidiaries has received written notice of any condemnation proceeding 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 Material Adverse Effect. “Toxic Substance” means any hazardous, toxic or proposed similar Action dangerous substance, pollutant, waste, gas or agreement for taking in lieu of condemnation with respect to any portion of the Leased Real Property. No material defaults by (A) the Company material, including, without limitation, petroleum and petroleum products, metals, liquids, semi-solids or its Subsidiaries or (B) to the knowledge of the Companysolids, any landlord or sub-landlord, as applicable, presently exists that are regulated under any Real Property Leasefederal, state or local statute, ordinance, rule, regulation or other law pertaining to environmental protection, contamination, quality, waste management or cleanup.

Real Property. (a) Section 4.19(aSchedule 4.13(a) of the Company Disclosure Letter sets forth a true, correct and complete listlist of all Owned Real Property. Company has made available to Buyer true, as correct and complete copies of the date deeds and other instruments (as recorded) in its possession by which Company or any Subsidiary acquired the Owned Real Property and copies of this Agreement all title insurance policies, opinion, abstracts and all ALTA surveys in possession or control of Company and relating to such Owned Real Property. Company has good and valid, insurable, fee simple title to the Owned Real Property, free and clear of any Liens, except Permitted Liens. (wb) Schedule 4.13(b) sets forth the street address of each parcel of Leased Real Property, (x) the identity and a true, correct and complete list 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 all Leases for each such parcel of Leased Real Property (including the date and (z) name of the current use parties to such Lease document). Company has made available to Buyer a true and complete copy of each such parcel Lease document, and in the case of Leased Real Property. Neither the Company nor its Subsidiaries owns any real property. Except as would not be or reasonably be expected to be material to the business oral Lease, a written summary of the Company and its Subsidiaries (taken as a whole), with material terms of such Lease. With respect to each parcel of Leased Real Propertythe Leases and Subleases: (i) The Company except as set forth on Schedule 4.13(b)(i), each such Lease and Sublease is legal, valid, binding, enforceable (except as enforcement may be limited by general principles of equity whether applied in a court of law or one a court of its Subsidiaries holds a good equity and valid leasehold estate by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally) and in such Leased Real Property, free full force and clear of all Liens, except for Permitted Liens.effect; (ii) The Company and its Subsidiaries have delivered to Acquiror true, correct and complete copies of all leases, lease guaranties, subleases, agreements for the leasing, use or occupancy of, or otherwise granting a right in and to the Leased Real Property by or to the Company or any of its Subsidiaries, including all amendments, terminations and modifications thereof (collectivelyexcept as set forth on Schedule 4.13(b)(ii), the “Real Property Leases”transactions contemplated by this Agreement do not require the consent of any other party to such Lease (except for those Leases for which consents have been obtained), will not result in a breach of or default under such Lease, and none will not otherwise cause such Lease to cease to be legal, valid, binding, enforceable (except as enforcement may be limited by general principles of such Real Property Leases has been modified equity whether applied in any material respecta court of law or a court of equity and by bankruptcy, except to insolvency and similar laws affecting creditors’ rights and remedies generally) and in full force and effect on identical terms following the extent that such modifications have been disclosed by the copies delivered to Acquiror.Closing; (iii) The except as set forth on Schedule 4.13(b)(iii), neither Company’s and its Subsidiaries’nor any Subsidiary’s, as applicable, possession and quiet enjoyment of the Leased Real Property under each such Real Property Leases Lease has not been materially disturbed and, and there are no material disputes pending with respect to any Lease or Sublease; (iv) except as set forth on Schedule 4.13(b)(iv), (x) neither Company nor any Subsidiary nor, to Company’s Knowledge, any other party to such Lease or Sublease is in breach of or default under such Lease or Sublease and (y) no event has occurred or circumstance exists that, with the knowledge delivery of notice, the passage of time or both, would constitute a breach or default by Company threatened or any Subsidiary, as applicable, under such Lease or Sublease, or permit the termination, modification or acceleration of rent by any other party under such Lease or Sublease; (v) except as set forth on Schedule 4.13(b)(v), no security deposit or portion thereof deposited with respect to such Real Property Leases.Lease has been applied in respect of a breach of or default under such Lease that has not been redeposited in full; (ivvi) To the knowledge of the Companyexcept as set forth on Schedule 4.13(b)(vi), no party, other than the Company or its Subsidiariesany Subsidiaries do not and will not owe any brokerage commissions or finder’s fees with respect to such Leases or Subleases and Company or any Subsidiary will not owe any such brokerage commission or finder’s fees with respect to such Leases or Subleases in the future; (vii) except as set forth on Schedule 4.13(b)(vii), the other party to such Lease or Sublease is not an Affiliate of, and otherwise does not have any economic interest in, Company; (viii) except as set forth on Schedule 4.13(b)(viii), neither Company nor any Subsidiary has subleased, licensed or otherwise granted any Person the right to use or occupy the Leased Real Property or any portion thereof; (ix) except as set forth on Schedule 4.13(b)(ix), neither Company nor any Subsidiary has collaterally assigned or granted any other Lien in any such Lease or any interest therein; and (x) except as set forth on Schedule 4.13(b)(x), there are no Liens on the estate or interest of Company or any Subsidiary created by any such Lease that have been granted or permitted by Company or any Subsidiary other than Permitted Liens. (vc) Neither The Real Property identified in Schedule 4.13(a) and Schedule 4.13(b) comprises all of the real property used or intended to be used in, or otherwise related to, the Business; and Company and Subsidiaries are not parties to any agreement or option to purchase any real property or interest therein. (d) All buildings, structures, fixtures, building systems and equipment, and all components thereof, including the roof, foundation, load-bearing walls and other structural elements thereof, heating, ventilation, air conditioning, mechanical, electrical, plumbing and other building systems, environmental control, remediation and abatement systems, sewer, storm and waste water systems, irrigation and other water distribution systems, parking facilities, fire protection, security and surveillance systems, and telecommunications, computer, wiring and cable installations, included in the Real Property (the “Improvements”) are sufficient for the continued conduct of the Business immediately after the Closing in substantially the same manner as conducted immediately prior to the Closing. (e) Within the five (5)-year period immediately preceding the Closing Date, neither Company nor any of its Subsidiaries Subsidiary has received written notice from any Governmental Authority of (i) any condemnation, expropriation or other proceeding in eminent domain, pending or threatened, affecting any parcel of Real Property or any portion thereof or interest therein, or (ii) any injunction, decree, order, writ or judgment outstanding, or any claim, litigation, administrative action or similar proceeding, pending or threatened, relating to the ownership, lease, use or occupancy of the Real Property or any portion thereof, or the operation of the Business as currently conducted thereon. (f) Within the five (5) year period immediately preceding the Closing Date, neither Company nor any Subsidiary has received any written notice from any Governmental Authority of a material violation of any condemnation proceeding applicable building, zoning, subdivision, health and safety and other land use laws, including the Americans with Disabilities Act of 1990, as amended, and all insurance requirements affecting the Real Property (collectively, the “Real Property Laws”), and the current use and occupancy of the Real Property and operation of the Business thereon do not violate in any material respect any Real Property Laws and, to Company’s Knowledge, there is no basis for the issuance of any such notice or proposed the taking of any action for such violation. (g) Each parcel of Real Property has direct vehicular access to a publicly maintained street adjoining the Real Property, or has vehicular access to a publicly maintained street via an insurable, permanent, irrevocable and appurtenant easement benefiting such parcel of Real Property, and such access is not dependent on any land or other real property interest that is not included in the Real Property. None of the Improvements or any portion thereof is dependent for its access, use or operation on any land, building, improvement or other real property interest that is not included in the Real Property. (h) Except as otherwise disclosed on Schedule 4.13(h), all water, oil, gas, electrical, steam, compressed air, telecommunications, sewer, septic, storm and waste water systems and other utility services or systems for the Real Property that are necessary for the operation of the Business as currently conducted thereon are sufficient for the continued conduct of the Business immediately after the Closing in substantially the same manner as conducted immediately prior to the Closing. (i) All certificates of occupancy, permits, licenses, franchises, approvals and authorizations (collectively, the “Real Property Permits”) of any Governmental Authority, board of fire underwriters, association or any other entity having jurisdiction over the Real Property that are necessary for the operation of the Business as currently conducted thereon, have been issued and are in full force and effect. Within the five (5) year period immediately preceding the Closing Date, neither Company nor any Subsidiary has received any written notice from any Governmental Authority or other entity having jurisdiction over the Real Property threatening a suspension, revocation, modification or cancellation of any Real Property Permit and, to Company’s Knowledge, there is no basis for the issuance of any such notice or the taking of any such action. (j) Except as otherwise disclosed on Schedule 4.13(j), within the five (5) year period immediately preceding the Closing Date, neither Company nor any Subsidiary received written notice that the current use and occupancy of the Real Property and the operation of the Business as currently conducted thereon violates any easement, covenant, condition, restriction or similar Action provision in any instrument of record affecting such Real Property. Within the five (5) year period immediately preceding the Closing Date, neither Company, its Subsidiaries nor Sellers have received any written notice of violation of any Lien. (k) Except as otherwise disclosed on Schedule 4.13(k), within the five (5) year period immediately preceding the Closing Date, neither Company nor any Subsidiary received written notice that any of the Improvements encroaches on any land that is not included in the Real Property or agreement on any easement affecting such Real Property or violates any building lines or set-back lines, or that there are any encroachments onto the Real Property, or any portion thereof, that would materially interfere with the use or occupancy of such Real Property or the continued operation of the Business as currently conducted thereon. (l) Except as otherwise disclosed on Schedule 4.13(l), (i) each parcel of Owned Property is a separate lot for taking real estate tax and assessment purposes, and no other real property is included in lieu of condemnation such tax parcel, (ii) there are no Taxes, assessments, fees, charges or similar costs or expenses imposed by any Governmental Authority, association or other entity having jurisdiction over the Real Property (collectively, the “Real Estate Impositions”) with respect to any Owned Real Property or portion thereof that are delinquent, and (iii) within the five (5) year period immediately preceding the Closing Date, neither Company nor any Subsidiary received written notice from any Governmental Authority of a pending or threatened increase or special assessment or reassessment of any Real Estate Impositions for such parcel. (m) Except as otherwise set forth on Schedule 4.13(m), neither Company nor its Subsidiaries has exercised, or prior to the Closing expects to exercise, any option or right of renewal with respect to any Leased Real Property for which the Lease is set to expire during the 2008 calendar year. (n) Except as otherwise set forth on Schedule 4.13(n), there are no Leases encumbering the Owned Real Property. No material defaults by (A) the Company or its Subsidiaries or (B) to the knowledge of the Company, any landlord or sub-landlord, as applicable, presently exists under any Real Property Lease.

Real Property. Except as set forth on Section 4.9 of the Seller Disclosure Schedule and except as would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect: (a) Section 4.19(a4.9(a) of the Company Seller Disclosure Letter sets forth Schedule contains a true, correct true and complete listlist 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 "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 expired as of the date hereof have been made available to Purchaser. (c) Seller, its applicable Subsidiary or an Acquired Company has good and valid title to all Owned Real Property and valid leasehold estates in all the Leased Real Properties, in each case free and clear of this Agreement all Liens except Permitted Exceptions. (d) None of the Owned Real Properties and the Leased Real Properties is subject to any lease, sublease, license or other agreement granting to any other Person any right to the use, occupancy or enjoyment of such Owned Real Property or Leased Real Property or any part thereof. (we) Each Real Property Lease is in full force and effect 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 Acquired Company or, to the street address Knowledge of Seller, by any other party thereto, and no event has occurred that, with the lapse of time or the giving of notice or both, would constitute a default by Seller, its Subsidiaries or any Acquired Company thereunder. (f) To the Knowledge of Seller, each Owned Real Property and Leased Real Property complies with all applicable Laws and, since December 31, 2003, no written notice of violation of any Law has been received by Seller, any of its Subsidiaries 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 parcel of Owned Real Property and Leased Real Property, (xii) the identity of the lessorSeller, lessee and current occupant (if different from lessee) its Subsidiaries or any Acquired Company have complied with all applicable conditions of each such parcel 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, (y) and Seller, its Subsidiaries or any Acquired Company have not received any written notice of the terms and rental payment amounts pertaining intention of any Governmental Body or other Person to each such parcel of take or use any Owned Real Property or Leased Real Property and (z) that is material 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 be material to the business of the Company and its Subsidiaries (taken as a whole), with respect to each parcel of Leased Real Property:Business. (i) The Company To the Knowledge of Seller, no portion of any facility, building, improvement or one other structure located on any of its Subsidiaries holds a good and valid leasehold estate in such Leased the Owned Real Property, free and clear of all Liens, except for Permitted Liens. (ii) The Company and its Subsidiaries have delivered to Acquiror true, correct and complete copies of all leases, lease guaranties, subleases, agreements for the leasing, use Property or occupancy of, or otherwise granting a right in and to the Leased Real Property by or to the Company or any of its Subsidiaries, including all amendments, terminations and modifications thereof (collectively, the “Real Property Leases”), and none of such Real Property Leases has been modified in suffered any material respect, except to damage by fire or other casualty within 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 past five years which has not been materially disturbed and, there are no material disputes pending substantially repaired or to the knowledge of the Company threatened with respect to such Real Property Leasesrestored. (iv) To the knowledge of the Company, no party, other than the Company or its Subsidiaries, has any right to use or occupy the Leased Real Property or any portion thereof. (v) Neither the Company nor any of its Subsidiaries has received written notice of any condemnation proceeding or proposed similar Action or agreement for taking in lieu of condemnation with respect to any portion of the Leased Real Property. No material defaults by (A) the Company or its Subsidiaries or (B) to the knowledge of the Company, any landlord or sub-landlord, as applicable, presently exists under any Real Property Lease.

Real Property. (a) Section 4.19(a) SECTION 4.22 of the Disclosure Schedule lists those parcels of real property used, occupied or operated by the Company Disclosure Letter sets forth a true(the "REAL PROPERTY") and all leases, correct and complete listincluding capitalized leases, as of for real property used by the date of this Agreement of Company (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 LEASES"). The Real Property and (z) Real Property Leases are the current use only property of each such parcel 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 Leased the Disclosure Schedule. The Company's interest in the Real PropertyProperty Leases is subject to no Liens, except for those set forth in SECTION 4.22 of the Disclosure Schedule. Neither True and correct copies of the Real Property Leases have been delivered or made available to Buyer by the Company. Subject to the terms of the respective Real Property Leases, the Company nor its Subsidiaries owns any real propertyhas a valid and subsisting leasehold estate in and the right to quiet enjoyment to the property subject thereto for the full term of the respective Real Property Lease. Except as would not be or reasonably be expected to be material to The Real Property Leases are in full force and effect adequate and suitable for the conduct of the business of the Company and its Subsidiaries (taken are enforceable in accordance with their respective terms, except as a whole)such enforceability may be subject to or limited by bankruptcy, with respect to each parcel insolvency, reorganization or other similar Laws, now or hereafter in effect, affecting the enforcement of creditors' rights generally. The Company has not assigned, pledged, mortgaged, hypothecated or otherwise transferred any Real Property Lease. The Company has not sublet all or any portion of any Leased Real Property: (i) . The Company or one has not received any written notice of its Subsidiaries holds a good and valid leasehold estate in such Leased default under any Real PropertyProperty Lease, free and clear of all Liens, except for Permitted Liens. (ii) The Company and its Subsidiaries have delivered to Acquiror true, correct and complete copies of all leases, lease guaranties, subleases, agreements for the leasing, use or occupancy of, or otherwise granting a right in and to the Leased Company's knowledge there is no material default by any tenant or landlord under any Real Property by Lease, and no event has occurred or failed to occur which, with the Company giving of notice or the passage of time, or both, would constitute a material default under any of its Subsidiaries, including all amendments, terminations and modifications thereof (collectively, the “Real Property Leases”), and none Lease. No portion of such any parcel of Real Property Leases has been modified or real property subject to a Real Property Lease is located in an area designated as a flood zone by any material respectgovernmental entity, except to the extent that such modifications have been disclosed property is adequately insured by a policy of flood insurance. The buildings, structures, facilities, fixtures and other improvements located on the copies delivered to Acquiror. (iii) The Company’s Real Property and its Subsidiaries’, as applicable, possession the Real Property are adequate and quiet enjoyment suitable for the conduct of the Leased Real Property under such Real Property Leases has not been materially disturbed and, there are no material disputes pending or to the knowledge business of the Company threatened with respect to such Real Property Leasesand are in good working order and condition, ordinary wear and tear excepted. (iv) To the knowledge of the Company, no party, other than the Company or its Subsidiaries, has any right to use or occupy the Leased Real Property or any portion thereof. (v) Neither the Company nor any of its Subsidiaries has received written notice of any condemnation proceeding or proposed similar Action or agreement for taking in lieu of condemnation with respect to any portion of the Leased Real Property. No material defaults by (A) the Company or its Subsidiaries or (B) to the knowledge of the Company, any landlord or sub-landlord, as applicable, presently exists under any Real Property Lease.

Real Property. On the Closing Date, each Seller will have and will convey to Buyer good and marketable title to the leasehold estates, and valid and existing leasehold interests, in each case in all real property leased by such Seller listed on Schedule 1-A and to be transferred by it hereunder, free and clear of all Encumbrances, except for Permitted Encumbrances. (a) Section 4.19(aSellers do not own (or have any option or right to acquire) any real estate that is used in the operations of the Company Disclosure Letter Station. Schedule 1-A sets forth a true, complete and correct and complete list, as list of all real estate (other than Excluded Assets) leased by Sellers that is Used in the operations of the date of this Agreement of Station and/or is included in the Broadcasting Assets (w) the street address “Leased Real Property”). Except as set forth on Schedule 4.4.1, Sellers have the exclusive right to use and occupy the Leased Real Property subject to the terms of each parcel of Real Property Lease. With respect to the Leased Real Property, (x) during the identity period of time which the lessorapplicable Sellers have occupied such property, lessee and current occupant (if different from lessee) of each no Encumbrance or other title matter affecting such parcel of Leased Real Property, (y) the terms and rental payment amounts pertaining to each such parcel of Leased Real Property has materially and (z) the current adversely affected Sellers’ use of each such parcel real property for the purpose of Leased Real Property. Neither conducting Sellers’ Business thereon and the Company nor its Subsidiaries owns Sellers have no knowledge of any real property. Except as Encumbrance or other title matter that would not be or reasonably be expected to be materially and adversely affect the use of such real property for the purpose of conducting the Business as presently conducted. Sellers enjoy, in all material respects, peaceful and undisturbed possession of the Leased Real Property subject to the business terms of each Real Property Lease. Sellers have made available to the Buyer, true and complete copies of the Company leases and its Subsidiaries (taken as a whole)all amendments, with respect modifications, extensions and waivers relating thereto, pertaining to each parcel of Leased Real Property: Property (i) The Company or one of its Subsidiaries holds each such lease is hereinafter collectively referred to as a good and valid leasehold estate in such Leased “Real Property, free and clear of all LiensProperty Lease”), except for Permitted Liens. Real Property Leases entered into in accordance with the terms and subject to the limitations of Section 6.1.8 hereof. Except with respect to the consents to assignments disclosed in Schedule 4.4.1(i), the applicable Seller has full legal power and authority to assign its rights, title and interest in, to and under each Real Property Lease to Buyer in accordance with this Agreement on terms and conditions no less favorable to Buyer than those in effect on the date hereof, and such assignment will not affect the validity, enforceability and continuity of any such lease. Each Real Property Lease (iia) The Company constitutes a legal, valid and its Subsidiaries have delivered binding obligation of the applicable Seller 23 and, to Acquiror truesuch Seller’s knowledge, correct the other parties thereto, including the landlord thereunder, (b) is in full force and complete copies of all leaseseffect, lease guarantiesand (c) neither the applicable Seller nor, subleasesto such Seller’s knowledge, agreements for any other party thereto, including the leasinglandlord thereunder, use or occupancy has violated any provision of, or otherwise granting committed or failed to perform any act which, with notice, lapse of time or both, would constitute a right in and to default under the Leased provisions of such, Real Property by or to Lease. Neither the Company or whole nor any of its Subsidiaries, 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 part of the Leased Real Property under such Real Property Leases has not been materially disturbed and, there are no material disputes is subject to any pending or threatened suit for condemnation or other taking by any public authority. Sellers have legal and practical access to the knowledge of the Company threatened with respect to such Real Property Leases. (iv) To the knowledge of the Company, no party, other than the Company or its Subsidiaries, has any right to use or occupy the Leased Real Property or any portion thereof. (v) Neither the Company nor any of its Subsidiaries has received written notice of any condemnation proceeding or proposed similar Action or agreement for taking in lieu of condemnation with respect to any portion all of the Leased Real Property. No material defaults by (A) All towers, ground radials, and buildings included in the Company or its Subsidiaries or (B) Broadcasting Assets are, to the knowledge of the CompanySellers, any landlord or sub-landlord, as applicable, presently exists under any located entirely on the Leased Real Property Leaseand all other Broadcasting Assets Used in the Business are located entirely on the Leased Real Property.

Real Property. (a) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, a Company Entity or one of the Company 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 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 4.19(a4.10(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 truewhole, correct and complete listidentifies the Company Entity or the Company Subsidiary that is the owner thereof. (b) Except as would not, individually or in 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 interest in the real property that is leased, subleased, licensed, used, or otherwise occupied by the Company Entities and the Company Subsidiaries, as applicable, from another Person (the “Leased Real Property”), 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 of (weach, a “Material Lease”) and identifies 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 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 (z) the current use of each such parcel of Leased Real Property. Neither Property collectively constitute all of the Company nor its Subsidiaries owns any real property. Except as would not be or reasonably be expected to be property material to the business of the Company Entities and its Subsidiaries (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 respects material to the business of the Company Entities and the Company Subsidiaries, taken as a whole. 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, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, no condemnation event is pending or, to the Knowledge of the Company, threatened, with respect to each parcel of Leased any Owned Real Property: (i) The Company or one of its Subsidiaries holds a good and valid leasehold estate in such Leased Real PropertyProperty or, free and clear of all Liens, except for Permitted Liens. (ii) The Company and its Subsidiaries have delivered to Acquiror true, correct and complete copies of all leases, lease guaranties, subleases, agreements for the leasing, use or occupancy of, or otherwise granting a right in and to the Leased Real Property by or to the Company or any of its Subsidiaries, 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 to the knowledge of the Company threatened with respect to such Real Property Leases. (iv) To the knowledge Knowledge of the Company, no party, other than the Company or its Subsidiaries, has any right to use or occupy the Leased Real Property or any portion thereof. (v) Neither the Company nor any of its Subsidiaries has received written notice of any condemnation proceeding or proposed similar Action or agreement for taking in lieu of condemnation with respect to any portion of the Leased Real Property. No material defaults by (A) the Company or its Subsidiaries or (B) to the knowledge of the Company, any landlord or sub-landlord, as applicable, presently exists under any Real Property Lease.

Real Property. (a) Section 4.19(a4.15(a) of the Company Disclosure Letter sets forth a truelist of all material real property (other than Oil and Gas Property) owned by the Company or its Subsidiaries (such material real property, correct exclusive of any Oil and complete listGas Property, as of the date of this Agreement of (w) the street address of each parcel of Leased “Owned 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 expected, individually or in the aggregate, to be material to the business Company and its Subsidiaries, taken as a whole, (i) the Company or its Subsidiaries, as applicable, has good and valid title to the Owned Real Property, free and clear of all Encumbrances except for Permitted Encumbrances, (ii) except pursuant to the Permitted Encumbrances, neither the Company nor any of its Subsidiaries 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 its Subsidiaries, as applicable, has leased or otherwise granted to any Person the right to use or occupy any Owned Real Property or any portion thereof. (b) 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 (Subsidiaries, taken as a whole), with respect to each parcel of Leased Real Property: (i) The the Company or one of its Subsidiaries holds applicable Subsidiary has a good and valid leasehold estate or subleasehold interest in such all Leased Real Property, free and clear of all Liens, Encumbrances except for Permitted Liens. Encumbrances, (ii) The the Company and its Subsidiaries have delivered to Acquiror true, correct and complete copies has not received written notice of all leases, lease guaranties, subleases, agreements for any existing default or event of default on the leasing, use or occupancy of, or otherwise granting a right in and to the Leased Real Property by or to 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, 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 has leased or otherwise granted to any Person the Leased Real Property under such Real Property Leases has not been materially disturbed and, there are no material disputes pending or to the knowledge of the Company threatened with respect to such Real Property Leases. (iv) To the knowledge of the Company, no party, other than the Company or its Subsidiaries, has any right to use or occupy the any Leased Real Property or any portion thereof. (vc) Neither 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 hold all of their respective easements and rights-of-way (other than any Oil and Gas Property) (collectively, “Rights-of-Way”) that the Company and its Subsidiaries use in the conduct of their respective businesses, (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 any Rights-of-Way, and (iii) no event has occurred that allows, or after notice or lapse of time would allow, revocation or termination of any Right-of-Way by the applicable counterparty thereto. 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, all pipelines operated by the Company and its Subsidiaries are subject to Rights-of-Way or are located on the 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-Way) in the Rights-of-Way other than gaps that would not reasonably be 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 condemnation proceeding or proposed similar Action or agreement for taking in lieu restrictive covenant affecting the Real Property to which the interests of condemnation with respect to any portion of the Leased Real Property. No material defaults by (A) 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 (Bi) and (ii), except as would not reasonably be expected, individually or in the aggregate, to be material to the knowledge 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, any landlord threatened, condemnation, expropriation or sub-landlord, as applicable, presently exists under 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 Leaseare in material violation of applicable Laws, including all applicable zoning Laws.

Real Property. (a) Section 4.19(aSchedule 3.24(a) of the Company Disclosure Letter sets forth a true, correct and complete list, as list 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 be material to the business of the Company and 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 valid leasehold estate the real property owned in such Leased Real Property, free and clear of all Liens, except for Permitted Liens. (ii) The Company and its Subsidiaries have delivered to Acquiror true, correct and complete copies of all leases, lease guaranties, subleases, agreements for the leasing, use or occupancy of, or otherwise granting a right in and to the Leased Real Property fee by or to the Company or any of its Subsidiaries, including Subsidiaries (the "Owned Real Property") and (ii) 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 real property leased 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 to the knowledge of the Company threatened with respect to such Real Property Leases. (iv) To the knowledge of the Company, no party, other than the Company or its Subsidiaries, has any right to use or occupy the Leased Real Property or any portion thereof. (v) Neither the Company nor any of its Subsidiaries has received written notice of any condemnation proceeding or proposed similar Action or agreement for taking in lieu of condemnation with respect to any portion of (the "Leased Real Property. No material defaults by (A) " and together with the Owned Real Property and all other rights or interests of the Company 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 been acquired by the Company or any of its Subsidiaries since the date of the Interim Balance Sheet. (Bb) The Company and each of its Subsidiaries has good and marketable title in fee simple to all Owned Real Property, and a valid leasehold interest in all Leased Real Property, in each case free and clear of all Encumbrances, except for Permitted Encumbrances. (c) Each of the leases and subleases relating to the knowledge Leased Real Property is in full force and effect, there is no material default by the Company or any of its Subsidiaries or, to Parent's Knowledge, by the Companylessor under any such lease or sublease. (d) The structures, plants, improvements, systems, and fixtures located on each parcel of 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 landlord proposed change in any such governmental or sub-landlord, as applicable, presently exists under regulatory requirements or in any Real Property Leasesuch zoning requirements.

Real Property. (a) Section 4.19(aSchedule 4.20(a) of the Company Disclosure Letter sets forth a true, correct and complete list, as list 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 all real properties that are owned or have ever been owned by the Company nor its Subsidiaries owns or any real property. Except as would not be or reasonably be expected to be material to the business of the Company and its Subsidiaries (taken as a whole), with respect to each parcel of Leased the "Company Owned Real Property: (i) "). The Company and the Company Subsidiaries have good and marketable title to, or one valid leasehold interests in, all real properties owned, used or occupied by them except for such as are no longer used or useful in the conduct of its businesses or as have been disposed of in the ordinary and usual course of business and except for defects in title, easements, restrictive covenants and similar encumbrances or impediments that, in the aggregate, do not and will not materially interfere with its ability to conduct its business as currently conducted. All such properties, other than properties in which the Company or any of the Company Subsidiaries holds a good and valid has leasehold estate in such Leased Real Propertyinterests, are free and clear of all Liens, Liens except for Permitted Liens. (ii) The Company and its Subsidiaries have delivered to Acquiror true, correct and complete copies . None of all leases, lease guaranties, subleases, agreements for the leasing, use or occupancy of, or otherwise granting a right in and to the Leased Real Property by or to the Company or any of its Subsidiaries, including all amendments, terminations the Company Subsidiaries has an option to purchase any real property. All of the real property leased by the Company and modifications thereof the Company Subsidiaries is identified in Section 4.20(a) of the Company Disclosure Letter (collectively, herein referred to as the “"Company Leased Real Property"). (i) Status of Leases. All leases of the Company Leased Real Property Leases”)are identified in Section 4.20(a)(i) of the Company Disclosure Letter, and none true and complete copies thereof have been delivered to Parent. Each of such Real Property Leases leases has been modified duly authorized and executed by the Company or the Company Subsidiary party thereto, is in any material respectfull force and effect and constitutes the legal, valid and binding obligation of the Company or the Company Subsidiary party thereto, and is enforceable in accordance with its respective terms, except to the extent that such modifications have been disclosed enforceability may be limited by applicable bankruptcy, insolvency, moratorium or other similar laws affecting the copies delivered enforcement of creditors' rights generally and subject to Acquiror. (iii) general principles of equity. The Company’s and its Subsidiaries’, as applicable, possession and quiet enjoyment of Company or the Leased Real Property under such Real Property Leases Company Subsidiary party thereto has not been materially disturbed and, there are no material disputes pending or to the knowledge of the Company threatened with respect to such Real Property Leases. (iv) To the knowledge of the Company, no party, other than the Company or its Subsidiaries, has any right to use or occupy the Leased Real Property or any portion thereof. (v) Neither the Company nor any of its Subsidiaries has received written notice of any condemnation proceeding default under any of said leases, nor has any event occurred which, with notice or proposed similar Action the passage of time, or agreement for taking in lieu of condemnation with respect both, would reasonably be expected to any portion of give rise to such a default. To the Leased Real Property. No material defaults by (A) the Company or its Subsidiaries or (B) to the knowledge Knowledge of the Company, any landlord or sub-landlord, as applicable, presently exists the other party to each of said leases is not in default under any Real Property Leaseof said leases and there is no event which, with notice or the passage of time, or both, would reasonably be expected to give rise to such a default.

Real Property. (a) Section 4.19(a5.7(a)(i) of the Company Seller Disclosure Letter Schedules sets forth a truelist of all real property owned by the Company in fee, correct and complete listexcept for real property the ownership or absence of which would not, individually or in the aggregate, have a Material Adverse Effect (the “Real Property”). Except as set forth in Section 5.7(a)(ii) of the date Seller Disclosure Schedules, the Company has title in fee simple, free and clear of this Agreement Encumbrances, to all of (w) the street address of each parcel of Leased Real Property, (x. Except as set forth in Section 5.7(a)(iii) the identity of the lessorSeller Disclosure Schedules, lessee and current occupant (if different from lessee) of each such parcel of Leased Real Property, (y) the terms and rental payment amounts pertaining with respect to each such parcel of Leased Real Property Property, (i) there are no written leases or material agreements, understandings or options granting any Person (other than the Company) the right of use or occupancy of any portion of such parcel and (zii) the current use there are no outstanding rights of each first refusal, rights of first offer or options to purchase such parcel in fee. (b) Section 5.7(b)(i) of the Seller Disclosure Schedules sets forth a list of all of the leases and subleases pursuant to which the Company holds a leasehold or subleasehold estate, except for those leasehold or subleasehold estates, the existence or absence of which would not, individually or in the aggregate, have a Material Adverse Effect (the “Company Leases”) and each leased or subleased parcel of real property in which the Company is a tenant, subtenant or occupant thereunder (the “Leased Real Property. Neither the Company nor its Subsidiaries owns any real property”). Except as would not be or reasonably be expected to be material to set forth in Section 5.7(b)(ii) of the business Seller Disclosure Schedules, (i) each Company Lease (A) constitutes a valid and binding obligation of the Company and, to the Knowledge of the Seller, each other party thereto and its Subsidiaries (taken as B) assuming such Company Lease is a whole)valid and binding obligation of, with respect to each parcel of Leased Real Property: (i) The Company or one of its Subsidiaries holds a good and valid leasehold estate in such Leased Real Propertyenforceable against, free and clear of all Liensthe other parties thereto, is enforceable against the Company, except for Permitted Liens. that such enforceability may be limited by applicable bankruptcy, insolvency, moratorium or other similar Laws affecting or relating to enforcement of creditors’ rights generally or general principles of equity and (ii) The neither the Company nor, to the Knowledge of the Seller, any other party thereto is in breach or default under any Company Lease, except, in each case, where such failure to be so valid, binding and its Subsidiaries have delivered to Acquiror true, correct and complete copies of all leases, lease guaranties, subleases, agreements for the leasing, use or occupancy ofenforceable, or otherwise granting such breach or default, would not, individually or in the aggregate, have a right in and to the Leased Real Property by or to the Company or any of its Subsidiaries, 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 AcquirorMaterial Adverse Effect. (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 to the knowledge of the Company threatened with respect to such Real Property Leases. (iv) To the knowledge of the Company, no party, other than the Company or its Subsidiaries, has any right to use or occupy the Leased Real Property or any portion thereof. (v) Neither the Company nor any of its Subsidiaries has received written notice of any condemnation proceeding or proposed similar Action or agreement for taking in lieu of condemnation with respect to any portion of the Leased Real Property. No material defaults by (A) the Company or its Subsidiaries or (B) to the knowledge of the Company, any landlord or sub-landlord, as applicable, presently exists under any Real Property Lease.

Real Property. (a) Section 4.19(aPart 2.18(a) of the Company Disclosure Letter Schedule sets forth a true, correct and complete listforth, as of the date of this Agreement Agreement, a true, correct and complete legal description of (w) the street address of each parcel of Leased Owned Real Property, including the correct legal description, street address and tax parcel identification number of all tracts, parcels and subdivided lots in which any of the Acquired Companies has an ownership interest. (xi) With respect to each Owned Real Property: (A) the Acquired Companies have good and marketable indefeasible fee simple title to such Owned Real Property, and on the Closing Date such Owned Real Property will be free and clear of all Encumbrances, except Permitted Encumbrances; (B) except as set forth in Part 2.18(a) of the Company Disclosure Schedule, the Acquired Companies have not leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereon; (C) 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; (D) the Acquired Companies are not parties to any agreement or option to purchase any real property or interest therein relating to, or intended to be used in the operation of, the Acquired Companies’ business; and (E) the use of the Owned Real Property for the various purposes for which it is being used is permitted as of right under all applicable planning, building and zoning laws and is not subject to “permitted nonconforming” use or structure classifications. (b) The Acquired Companies have delivered to Purchaser a true and complete copy of each Owned Real Property Lease. (i) Part 2.18(b) of the Company Disclosure Schedule lists, as of the date of this Agreement, with respect to each Owned Real Property Lease: (A) the identity of the lessor, lessee and current occupant (if different from lessee) of pursuant to each such parcel of Leased Owned Real Property, Property Lease; (yB) the terms (referencing applicable renewal periods) and rental payment amounts (including all escalations) pertaining to each such parcel of Leased Owned Real Property and Lease; (zC) the current use of each such parcel of Leased Owned Real Property. Neither ; and (D) the Company nor its Subsidiaries owns amount of any real property. security deposit held by the Acquired Companies with respect to each Owned Real Property Lease. (ii) Except as would not be or reasonably be expected to be material to the business set forth in Part 2.18(b) of the Company and its Subsidiaries (taken as a whole)Disclosure Schedule, with respect to each parcel Owned Real Property Lease: (A) the Acquired Companies do not, and will not in the future, owe any brokerage commissions or finder’s fees with respect to any Owned Real Property Lease; (B) the other party to such Owned Real Property Lease is not an affiliate of, and otherwise does not have any economic interest in, any of the Acquired Companies; (C) the Acquired Companies have not collaterally assigned or granted any other security interest in such Owned Real Property Lease or any interest therein; (D) there are no liens or encumbrances on the estate or interest created by such Owned Real Property Lease; and (E) each of the Owned Real Property Leases is in full force and effect, and neither the Acquired Companies nor the tenant under any Owned Real Property Lease is in default, and there exist no facts or circumstances that, with the passage of time or the giving of notice, or both, would constitute a default or breach by either the Acquired Companies or the tenant under any Owned Real Property Lease. (c) The Acquired Companies do not lease or sublease any Leased Real Property:Property which is used or intended to be used, or otherwise related to, the Acquired Companies’ business. (d) The Real Property constitutes all the real property used or intended to be used in, or otherwise related to, the Acquired Companies’ business. (e) All buildings, structures, improvements, fixtures, building systems and equipment, and all components thereof, included in the Real Property (the “Improvements”) are, and on the Closing Date will be, in good working order, subject to normal wear and tear and obsolescence. Except as expressly set forth in this Agreement, the Improvements will be acquired by Purchaser, directly or indirectly, in “as-is, where-is” condition. Notwithstanding any other provision contained in this Agreement or in any of the Related Agreements, each of the Seller and the Acquired Companies expressly disclaim any and all representations, warranties, covenants, obligations or liability relating to any condition set forth on Part 2.10(b) of the Company Disclosure Schedule. (i) The Company All Improvements on the Real Property constructed by or one on behalf of its Subsidiaries holds a good any of the Acquired Companies or constructed by or on behalf of any other Person, were constructed in compliance with all applicable Real Property Laws (as defined herein) and valid leasehold estate in orders (including any building, planning or zoning laws) affecting such Leased Real Property, free and clear of all Liens, except for Permitted Liens. (ii) The Company No Improvements on any Real Property and its Subsidiaries have delivered none of the current uses and conditions thereof violate any Real Property Laws, applicable deed restrictions or other applicable covenants, restrictions, agreements, existing site plan approvals, building, zoning or subdivision regulations or urban redevelopment plans as modified by any duly issued variances, and no permits, licenses or certificates pertaining to Acquiror true, correct and complete copies the ownership or operation of all leasesimprovements on the Real Property, lease guarantiesother than those which are transferable with any Real Property, subleasesare required by any Governmental Body having jurisdiction over any Real Property. (iii) To the Knowledge of the Acquired Companies, agreements for the leasing, use or occupancy of, or otherwise granting a right in and to the Leased all Improvements on any Real Property by are wholly within the lot limits of such Real Property and do not encroach on any adjoining premises or to the Company lien benefiting such Real Property, and there are no encroachments on any Real Property or any easement, servitude or property right or benefit appurtenant thereto by any improvements located on any adjoining premises. (f) The Real Property is in material compliance with all applicable building, zoning, subdivision, health and safety and other land use Laws, including, without limitation, the Americans with Disabilities Act of its Subsidiaries1990, including as amended, and all amendments, terminations and modifications thereof insurance requirements affecting the Real Property (collectively, the “Real Property LeasesLaws”), and none the current use or occupancy of such the Real Property Leases has been modified or operation of the business thereon does not violate any Real Property Laws. (i) The Acquired Companies have not received any notice of violation of any Real Property Law and there is no basis for the issuance of any such notice or the taking of any action for such violation. (ii) There is no pending or, to the Acquired Companies’ Knowledge, anticipated change in any Real Property Law that will have a material respectadverse effect on the ownership, except to lease, use or occupancy of any Real Property or any portion thereof in the extent that such modifications have been disclosed by continued operation of the copies delivered to AcquirorAcquired Companies’ business. (iii) The Company’s All existing water, sewer, steam, gas, electricity, HVAC, telephone, cable, fiber optic cable, Internet access and its Subsidiaries’other utilities required for the construction, as applicableuse, possession occupancy, operation and quiet enjoyment maintenance of the Leased Real Property under such Real Property Leases has not been materially disturbed and, there are no material disputes pending or to adequate for the knowledge conduct of the Company threatened with respect Acquired Companies’ business as currently conducted and as currently proposed to such Real Property Leasesbe conducted. (ivg) To There are no condemnation Legal Proceedings, expropriation Legal Proceedings or eminent domain Legal Proceedings of any kind pending or, to the knowledge Knowledge of the CompanyAcquired Companies, no party, other than threatened against the Company or its Subsidiaries, has any right to use or occupy the Leased Real Property or any portion thereofthereof or interest therein. (vh) Neither All the Company nor any Real Property is occupied under a valid and current certificate of its Subsidiaries has received written notice occupancy or similar permit, the Contemplated Transactions will not require the issuance of any condemnation proceeding new or proposed similar Action or agreement for taking amended certificate of occupancy and there are no facts that would prevent the Real Property from being occupied by the Acquired Companies after the Closing in lieu of condemnation with respect to any portion of the Leased Real Property. No material defaults same manner as occupied by (A) the Company or its Subsidiaries or (B) Acquired Companies immediately prior to the knowledge of the Company, any landlord or sub-landlordClosing, as applicable. (i) To the Knowledge of the Acquired Companies, presently exists under there is no existing, pending or threatened (i) widening, change of grade or limitation on use of streets, roads or highways abutting any Real Property LeaseProperty, (ii) special Tax or assessment to be levied against any Real Property, or (iii) change in the zoning classification or permitted use of any Real Property.

Real Property. (a) Section 4.19(a3.19(a) of the Company Seller Disclosure Letter sets forth a true, correct and complete listforth, as of the date of this Agreement of (w) the street address of each parcel of Leased Real Propertyhereof, (xi) a correct and complete list of all real property that is or will, following the identity of Restructuring, be owned by an Acquired Company (the lessor, lessee and current occupant (if different from lessee“Owned Property”) 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 (zii) a correct and complete list of all real property that is or will, following the current use of each such parcel of Leased Real Property. Neither the Restructuring, be leased, subleased or licensed by an Acquired Company nor its Subsidiaries owns any real property. Except as would not be or reasonably be expected to be and is either (A) material to the business operation of the Company Business or (B) requires rental payments in excess of $1,000,000 per year (the “Leased Property” and its Subsidiaries the leases, subleases, occupancy agreements and licenses underlying such Leased Property (taken as a wholeor documents having equivalent effect in any jurisdiction), with respect to each parcel of Leased Real Property:collectively, the “Leases”). (ib) The Except for Permitted Encumbrances, an Acquired Company has (or one of its Subsidiaries holds a good and valid leasehold estate in such Leased Real will have following the Restructuring) marketable fee simple title to the Owned Property, free and clear of all LiensEncumbrances. An Acquired Company has a valid leasehold or subleasehold interest or licensee rights in and to all Leased Property pursuant to the Leases and fee simple title or a leasehold interest in all material tangible personal property that is reflected in the Audited Financial Statements or that has been acquired since the Audited Balance Sheet Date, in each case free and clear of all Encumbrances, other than Permitted Encumbrances, except for Permitted Liens. (ii) The Company such tangible personal property and its Subsidiaries inventory that has been disposed of in the ordinary course of business. Except as would not reasonably be expected to have delivered a Business Material Adverse Effect, such tangible personal property is, taken as a whole, in good operating condition, subject to Acquiror truenormal wear and tear, correct and complete copies of all leasesis free from defects. Except as would not reasonably be expected to have a Business Material Adverse Effect, lease guarantiesthe buildings and structures owned or leased by the Acquired Companies are structurally sound, subleasesin good operating condition, agreements and are adequate for the leasing, use or occupancy of, or otherwise granting a right in and uses to the Leased Real Property by or to the Company or any of its Subsidiaries, including all amendments, terminations and modifications thereof (collectively, the “Real Property Leases”)which they are being put, and none of such Real Property Leases has been modified property is in any material respect, except to the extent that such modifications have been disclosed by the copies delivered to Acquirorneed of maintenance or repairs. (iiic) 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 With respect to the knowledge of the Company threatened with respect to such Real Owned Property Leases. (iv) To the knowledge of the Companyand Leased Property, no partySeller Business Group Member has (i) leased, other than sublet, assigned, mortgaged or otherwise granted any third party the Company or its Subsidiaries, has any right to use hold or occupy the Leased Real Property all or any portion thereof. , or (vii) Neither as of the Company nor any of its Subsidiaries has date hereof, received written notice of any condemnation proceeding or proposed similar Action action or agreement for taking in lieu of condemnation with respect that, if determined adversely to the relevant Seller Business Group Member, would be material to the Seller Business Group or the Business, nor is any such proceeding, action or agreement pending or threatened in writing or, to Seller’s Knowledge, threatened orally as of the date hereof. There are no outstanding options, rights of first offer or rights of first refusal to purchase any Owned Property or any portion thereof and no Seller Business Group Member is a party to any portion of the Leased Real agreement or option to sell or transfer any Owned Property. No material defaults by (A) the Company or its Subsidiaries or (B) to the knowledge of the Company, any landlord or sub-landlord, as applicable, presently exists under any Real Property Lease.

Real Property. (a) None of the Company or any of its Subsidiaries owns any Owned Real Property. (b) Section 4.19(a4.20(b) of the Company Disclosure Letter sets forth a true, correct and complete list, 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 all Leased Real Property and all Real Property Leases (zas hereinafter defined) the current use of each pertaining to 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 be material to the business of the Company and its Subsidiaries (taken as a whole), with With respect to each parcel of Leased Real Property: (i) The Company or one of its Subsidiaries holds a good and valid leasehold estate in such Leased Real Property, free and clear of all Liens, except for Permitted Liens. (ii) The Company and its Subsidiaries have delivered to Acquiror true, correct and complete copies of all leases, lease guaranties, subleases, agreements for the leasing, use licenses or occupancy of, or otherwise granting a right in and to the Leased Real Property by or to the Company or any of its Subsidiariesagreements, including all amendments, extensions, renewals, guaranties, terminations and modifications thereof (collectively, the “Real Property Leases”), and none of such Real Property Leases has have 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 Company 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, to the knowledge of the Company, there are no material disputes pending or to the knowledge of the Company threatened with respect to such Real Property Leases. (iv) To the knowledge of the Company, no party, other than the Company or its Subsidiaries, has any right to use or occupy the Leased Real Property or any portion thereof. (v) Neither the Company nor any of its Subsidiaries has have 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. No material defaults by (A) the Company or its Subsidiaries or (B) to the knowledge of the Company, any landlord or sub-landlord, as applicable, presently exists under any Real Property Lease.

Real Property. (a) Section 4.19(a3.12(a) of the Company Parent Disclosure Letter Schedule sets forth a true, correct and complete list, as of the date hereof, that is complete and accurate in all material respects of this Agreement the material real property owned as of the date hereof by any Transferred Entity (w) together with the street address real property set forth on Schedule II, the “Business Owned Real Property”). The Transferred Entities, as applicable, have or will have as of each parcel of Leased the Closing fee simple or comparable good and marketable title to all Business Owned Real Property, (x) free and clear of all Liens, except Permitted Liens and are or will be the identity sole and beneficial owner of each of the lessor, lessee and current occupant (if different from lessee) of each such parcel of Leased Business Owned 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 be material to the business of the Company and its Subsidiaries (Business, taken as a whole), (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 respect to each parcel 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 “Business Leased Real Property: (i) The Company ”). Except as would not reasonably be expected to be material to the Business, taken as a whole, the Transferred Entities, as applicable, have or one will have as of its Subsidiaries holds the Closing a good and valid leasehold estate or subleasehold interest in such all Business Leased Real Property, free and clear of all Liens, except for Permitted Liens. (ii) The Company . All leases and its Subsidiaries have delivered to Acquiror true, correct and complete copies of all leases, lease guaranties, subleases, agreements subleases for the leasing, use or occupancy of, or otherwise granting a right in and to the Leased Real Property by or to the Company or any of its Subsidiaries, 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 Business Leased Real Property under such which any Transferred Entity is a lessee or sublessee are in full force and effect and are enforceable in accordance with their respective terms, subject to the Enforceability Exceptions, except as would not have a Business Material Adverse Effect. (c) To the Knowledge of Parent, all covenants, obligations, restrictions and conditions affecting each of the Business Owned Real Property, the Business Leased Real Property Leases and/or the Transferred Entities as owner, lessee or licensee (as applicable) have been observed and performed and all outgoings have been duly paid and all consents (where necessary) obtained and complied with and no notice of any alleged breach of such covenants, obligations, restrictions and conditions has not been materially disturbed and, received and there are no material disputes pending or to circumstances now existing which would entitle the knowledge landlord of the Company threatened with respect to such any Business Leased Real Property Leases. (iv) To the knowledge to exercise any power of the Company, no party, other than the Company entry upon or its Subsidiaries, has take possession of any right to use or occupy the Business Leased Real Property or to draw upon any portion thereofrental deposit or other security available to it, in each case except as would not have a Business Material Adverse Effect. (vd) Neither the Company nor No notice, action or proceedings affecting any of its Subsidiaries the Business Owned Real Property and/or the Business Leased Real Property has received written notice of been served or commenced and there are no disputes concerning any condemnation proceeding or proposed similar Action or agreement for taking in lieu of condemnation with respect to any portion 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. No material defaults by (A) , Business Owned Real Property or the Company Transferred Entities as owner, lessee or its Subsidiaries or (B) to the knowledge licensee of any of the Company, any landlord or sub-landlord, as applicable, presently exists under any Business Leased Real Property Leaseand/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) Section 4.19(aSchedule 4.9(a) of the Company PECO Disclosure Letter sets forth a truelists the parcels of real property that, correct together with the structures and complete listimprovements thereon, as of constitute the date of this Agreement of (w) the street address of each parcel of Leased PECO Real Property, (x) and sets forth the identity of the lessor, lessee and current occupant (if different from lessee) of each applicable PECO Entity owning 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 PECO Real Property. Neither the Company nor its Subsidiaries owns any real property. Except as would not be disclosed in title insurance policies and reports (and the documents or reasonably be expected to be material to the business of the Company surveys referenced in such policies and its Subsidiaries (taken as a whole), with respect to each parcel of Leased Real Property: reports): (i) The Company or one each PECO Entity owns fee simple title to each of its Subsidiaries holds a good and valid leasehold estate in such Leased the PECO Real PropertyProperties, free and clear of all Liens, except for Permitted Liens. ; and (ii) The Company and its Subsidiaries have delivered to Acquiror true, correct and complete copies of all leases, lease guaranties, subleases, agreements for the leasing, use or occupancy of, or otherwise granting a right in and to the Leased Real Property by or to the Company or any of its Subsidiaries, 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 andhad and would not, there are no material disputes pending individually or to in the knowledge of the Company threatened with respect to such Real Property Leases. (iv) To the knowledge of the Companyaggregate, no partyhave a PECO Material Adverse Effect, other than the Company or its Subsidiaries, has any right to use or occupy the Leased Real Property or any portion thereof. (v) Neither the Company neither PECO nor any of its Subsidiaries PECO Entity has received written notice of any condemnation proceeding uncured violation of any Law (including zoning, building or proposed similar Action or agreement for taking in lieu Laws) affecting any portion of condemnation any of the PECO Real Properties issued by any Governmental Entity. There is issued and outstanding with respect to any portion each PECO Real Property an owner’s policy of title insurance insuring the fee simple interest of the Leased applicable PECO Entity in the PECO Real PropertyProperty 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 defaults 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. (Ad) Except as would not, individually or in the aggregate, reasonably be expected to have a PECO Material Adverse Effect or as set forth on Schedule 4.9(d) of the PECO Disclosure Letter, (i) neither PECO nor any PECO Entity is and, to the Knowledge of PECO, no other party is in breach or violation of, or default under, any Material PECO Lease, (ii) no event has occurred that would result in a breach or violation of, or 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) and no tenant under a Material PECO Lease is in monetary default under such Material PECO Lease, (iii) no tenant under a Material PECO Lease is the beneficiary or has the right to become a beneficiary of a loan or forbearance from PECO or any PECO Entity in excess of $500,000 in the aggregate, and (iv) each Material PECO Lease is valid, binding and enforceable in accordance with its terms and is in full force and effect with respect to the Company or its Subsidiaries or (B) a Company Subsidiary and, to the knowledge Knowledge of 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 Companycurrent term, neither PECO nor any landlord PECO Entity has received a notice of any insolvency or sub-landlordbankruptcy proceeding involving any tenant under a Material PECO Lease, as applicable, presently exists 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 Real Property 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 store.

Real Property. (a) Section 4.19(aSchedule 4.15(i) of the Company Disclosure Letter sets forth a true, correct and complete list, as of identifies 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 be material to the business of property owned by the Company and its Subsidiaries (taken as collectively, the “Company Owned Real Property”). Schedule 4.15(ii) of the Company Disclosure Letter contains a whole)list of all of the real property leased or subleased by the Company and any of its Subsidiaries (collectively, with respect to each parcel of the “Company Leased Real Property: ”). Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect (ia) The the Company or one of and its Subsidiaries holds a good have good, valid and marketable title to all Company Owned Real Property and valid leasehold estate estates in such the Company Leased Real PropertyProperty (whether as tenant, subtenant or pursuant to other occupancy arrangements) by the Company or any Subsidiaries free and clear of all LiensEncumbrances, except for Permitted Liens. Encumbrances, (ii) The Company and its Subsidiaries have delivered to Acquiror true, correct and complete copies of all leases, lease guaranties, subleases, agreements for the leasing, use or occupancy of, or otherwise granting a right in and to the Leased Real Property by or to the Company or any of its Subsidiaries, 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 to the knowledge of the Company threatened with respect to such Real Property Leases. (iv) To the knowledge of the Company, no party, other than the Company or its Subsidiaries, has any right to use or occupy the Leased Real Property or any portion thereof. (v) Neither the Company nor any of its Subsidiaries has received written notice of any condemnation proceeding or proposed similar Action or agreement for taking in lieu of condemnation with respect to any portion of the Leased Real Property. No material defaults by (A) the Company or its Subsidiaries or (Bb) to the knowledge of the Company, there are no pending disputes related to the Company Owned Real Property, (c) there is no pending or, to the knowledge of the Company, threatened, condemnation or eminent domain Proceedings that affect any landlord of the Company Owned Real Property or sub-the Company Leased Real Property, (d) the Company Owned Real Property and the Company Leased Real Property is in good order, condition and repair and is reasonably sufficient for the Company’s business as currently conducted, (e) to the knowledge of the Company, the Company Owned Real Property and the Company Leased Real Property comply with all applicable Laws and (f) each agreement under which the Company or any of its Subsidiaries is the landlord, sublandlord, tenant, subtenant, or occupant with respect to the Company Leased Real Property (each, a “Company Real Property Lease”) is in full force and effect and is valid and enforceable against the Company or such Subsidiary and, to the knowledge of the Company, the other parties thereto, in accordance with its terms, subject, as applicableto enforceability, presently exists to Creditors’ Rights, and neither the Company nor any of its Subsidiaries, or to the knowledge of the Company, any other party thereto, has received written notice of any default under any Company Real Property Lease and to the knowledge of the Company as of the date of this Agreement no facts or circumstances exist which with the passage of time and/or notice would constitute a default under any Company Real Property Lease.

Real Property. (a) Section 4.19(aExcept as specifically set forth herein, Seller has no knowledge of any condemnation proceedings pending against the Real Property. (b) of Except as specifically set forth herein or on Exhibit 5.7 hereto, Seller has not entered into any agreement regarding 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) and to Seller's knowledge, the identity Real Property is not subject to any claim, demand, suit, lien, proceeding or litigation of any kind, pending or outstanding, which would materially affect or limit Buyer's use and enjoyment of the lessorReal Property or which would materially limit or restrict Seller's right or ability to enter into this Agreement and consummate the sale and purchase contemplated hereby. (c) To Seller's knowledge, lessee and current occupant (if different i) no fact or condition exists which would result in the permanent termination or material impairment of access to the Real Property from lessee) adjoining public streets or highways or in the permanent discontinuance of each such parcel of Leased necessary utilities services to the Real Property, (y) the terms and rental payment amounts pertaining to each such parcel of Leased Real Property and (zii) all sanitation, plumbing, refuse disposal, and similar facilities servicing the current use Branches are in material compliance with applicable governmental regulations. (d) No complaints have been received by Seller that Seller is in violation of each such parcel of Leased applicable building, zoning, platting, subdivision, use, safety, building or similar laws, ordinances, regulations and restrictions with respect to the Real Property. Neither To Seller's knowledge, there are no special or general assessments pending against or affecting the Company nor its Subsidiaries owns Real Property and, to Seller's knowledge, no public improvements have been recently made which would cause special or general assessments to be assessed against the Real Property. Except for any real encroachment which does not materially affect the use or value of the premises: (i) to Seller's knowledge, there is no encroachment upon the Real Property from any buildings or improvements, if any, located on the adjacent property; and (ii) to Seller's knowledge, there is no encroachment by the Real Property upon any adjacent property or upon any easements with respect to the adjacent property. Except as would not be or reasonably be expected to be material to the business of the Company and 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 valid leasehold estate in such Leased Real Property, free and clear of all Liens, except for Permitted Liens. (ii) The Company and its Subsidiaries have delivered to Acquiror true, correct and complete copies of all leases, lease guaranties, subleases, agreements for the leasing, use or occupancy of, or otherwise granting a right in and to the Leased Real Property by or to the Company or any of its Subsidiaries, 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 andset forth on Exhibit 5.7, there are no material disputes pending leases or to the knowledge of the Company threatened with respect to such Real Property Leases. (iv) To the knowledge of the Company, no party, other than the Company agreements by which any person possesses or its Subsidiaries, has any a right to use possess all or occupy the Leased Real Property or any portion thereof. (v) Neither the Company nor any of its Subsidiaries has received written notice of any condemnation proceeding or proposed similar Action or agreement for taking in lieu of condemnation with respect to any portion of the Leased Real Property other than those described in this Agreement or exhibits to this Agreement. To Seller's knowledge, and except as disclosed by title insurance binder or by survey, there is no violation of any applicable building restriction or restrictive covenant. To Seller's knowledge, the Real Property is adequately serviced by all utilities necessary for effective operation as presently used for a financial institution office. (e) Seller is the owner in fee simple of the Real Property and has good and marketable title to the Real Property. No material defaults by (A) the Company or its Subsidiaries or (B) , subject to the knowledge of the Company, any landlord or sub-landlord, as applicable, presently exists under any Real Property LeasePermitted Encumbrances.

Real Property. (a) Section 4.19(a) of With respect to the Company Disclosure Letter sets forth a true, correct Nalco Owned Real Property 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 Nalco Leased Real Property all material buildings, structures, fixtures and (z) improvements are in all respects adequate and sufficient and in satisfactory condition, to support the current use operations of each such parcel of Leased Real Property. Neither Nalco and the Company nor its Nalco Subsidiaries owns any real property. Except as presently conducted, except in respects that, individually or in the aggregate, have not had and would not be or reasonably be expected to be material to the business of the Company and its Subsidiaries have a Nalco Material Adverse Effect. (taken as a whole), with b) With respect to each parcel of Leased Nalco Owned Real Property: Property (i) The Company Nalco or one of its Subsidiaries holds a the applicable Nalco Subsidiary has good and valid leasehold estate in marketable fee simple (or equivalent) title to such Leased Nalco Owned Real Property, free and clear of all Liens other than Permitted Liens, except for Permitted Liens. (ii) The Company and its Subsidiaries have delivered there are no outstanding written agreements or other Contracts to Acquiror truepurchase, correct and complete copies of all leasesexchange, place a Lien against, lease guaranties, subleases, agreements for the leasing, use or occupancy of, or otherwise granting a right in and to the Leased transfer such Nalco Owned Real Property by or to the Company or any of its Subsidiaries, 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 or, to the knowledge of Nalco, threatened condemnation or other Proceedings relating to the Company threatened with respect Nalco Owned Real Property, except, in each case, in respects that, individually or in the aggregate, have not had and would not reasonably be expect to such Real Property Leaseshave a Nalco Material Adverse Effect. (ivc) To With respect to each Lease relating to a parcel of Nalco Leased Real Property (i) Nalco or the knowledge applicable Nalco Subsidiary that is party thereto has good and valid leasehold interests in such Lease (subject to the terms of the Companyapplicable Lease governing its interests therein), no partyin each case free and clear of all Liens, other than Permitted Liens, (ii) each such Lease is the Company legal, valid, binding and enforceable obligation of Nalco or its Subsidiariesthe applicable Nalco Subsidiary that is lessee thereunder and (iii) Nalco or the applicable Nalco Subsidiary has complied with the terms of such Lease, has any right except, in each case, in respects that, individually or in the aggregate, have not had and would not reasonably be expect to use or occupy the Leased Real Property or any portion thereofhave a Nalco Material Adverse Effect. (v) Neither the Company nor any of its Subsidiaries has received written notice of any condemnation proceeding or proposed similar Action or agreement for taking in lieu of condemnation with respect to any portion of the Leased Real Property. No material defaults by (A) the Company or its Subsidiaries or (B) to the knowledge of the Company, any landlord or sub-landlord, as applicable, presently exists under any Real Property Lease.

Real Property. (a) Section 4.19(a) 5.20 of the Company Disclosure Letter sets forth a true, correct and complete list, as of the date of this Agreement 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 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 be material to the business of the Company and its Subsidiaries (Subsidiaries, taken as a whole), with respect to each parcel of Leased Real Property: (ia) The Company or one of its Subsidiaries holds a good and valid leasehold estate in such Leased Real Property, free and clear of all Liens, except for Permitted Liens. (iib) The Company and its Subsidiaries have delivered to Acquiror true, correct and complete copies of all leases, lease guaranties, subleases, agreements for the leasing, use or occupancy of, or otherwise granting a right in and to the Leased Real Property by or to the Company or any of its Subsidiaries, 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. (iiic) 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, to the knowledge of the Company, there are no material disputes pending or to the knowledge of the Company threatened with respect to such Real Property Leases. (ivd) To the knowledge of the Company, no party, other than the Company or its Subsidiaries, has any right to use or occupy the Leased Real Property or any portion thereof. (ve) Neither the Company nor any of its Subsidiaries has received written notice of any condemnation proceeding or proposed similar Action or agreement for taking in lieu of condemnation with respect to any portion of the Leased Real Property. No material defaults by (A) the Company or its Subsidiaries or (B) to the knowledge of the Company, any landlord or sub-landlord, as applicable, presently exists under any Real Property Lease.

Real Property. Except as would not reasonably be expected to have a Material Adverse Effect on Delta and its Subsidiaries, taken as a whole: (ai) Section 4.19(a3.2(w)(i) of the Company Delta Disclosure Letter Schedule sets forth a true, correct and complete listforth, as of the date of this Agreement of (w) hereof, the street fee owner and address of each parcel of Leased all material real property owned by Delta and its Subsidiaries (the “Delta Owned Real Property”) and, with respect to such Delta Owned Real Property, (xA) the identity of the lessoreach identified owner thereof has good, lessee and current occupant (if different from lessee) of each marketable, indefeasible fee simple title to 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 be material to the business of the Company and 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 valid leasehold estate in such Leased Delta Owned Real Property, free and clear of all Liens, except for Permitted Liens. ; (iiB) The Company and its Subsidiaries have delivered there are no outstanding options, rights of first offer or rights of first refusal to Acquiror true, correct and complete copies of all leases, lease guaranties, subleases, agreements for the leasing, use or occupancy of, or otherwise granting a right in and to the Leased purchase such Delta Owned Real Property by or to the Company any material portion thereof or interest therein; (C) neither Delta or any of its SubsidiariesSubsidiaries is a party to any Contract or option to purchase any material real property or interest therein; and (D) there does not exist any actual, including all amendmentspending or, terminations and modifications thereof (collectivelyto Delta’s Knowledge, the “threatened condemnation or eminent domain proceedings that affect any Delta Owned Real Property Leases”)Property, 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 neither Delta or to the knowledge of the Company threatened with respect to such Real Property Leases. (iv) To the knowledge of the Company, no party, other than the Company or its Subsidiaries, has any right to use or occupy the Leased Real Property or any portion thereof. (v) Neither the Company nor any of its Subsidiaries has received any written notice of the intention of any condemnation proceeding Governmental Entity or proposed similar Action other Person to take or agreement for taking in lieu of condemnation with respect to use any portion Delta Owned Real Property. (ii) Section 3.2(w)(ii) of the Leased Real Property. No material defaults Delta Disclosure Schedule sets forth, as of the date hereof, the address of each lease, sublease, license, concession and other agreement (written or oral) pursuant to which Delta or any of its Subsidiaries hold a leasehold or subleasehold estate in real property which requires payments by Delta or any Subsidiary of Delta in excess of $25,000,000 per annum and (A) the Company or its Subsidiaries is located at ▇▇▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇ Atlanta International Airport (ATL), Salt Lake City International Airport (SLC), ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ International Airport (JFK), and Cincinnati/Northern Kentucky International Airport (CVG) or (B) not located at any airport (collectively, the “Delta Leased Real Property”) and, with respect to such Delta Leased Real Property, (A) true and complete copies of all agreements pertaining to the knowledge of Delta Leased Real Property (each, a “Delta Lease”; collectively, the Company“Delta Leases”) have been made available to Northwest prior to the date hereof, (B) each Delta Lease is in full force and effect and is valid and enforceable in accordance with its terms, (C) there is no default under any Delta Lease either by Delta, any landlord of its Subsidiaries or, to Delta’s Knowledge, by any other party thereto; (D) neither Delta or sub-landlordany of its Subsidiaries has received or delivered a written notice of default or objection to any party to any Delta Lease to pay and perform its obligations, and, to Delta’s Knowledge, no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute a material breach or default, or permit the termination, modification or acceleration of rent under such Delta Lease; and (E) Delta or one of its Subsidiaries, as applicable, presently exists under any holds a good and valid leasehold interest in all Delta Leased Real Property Leasefree and clear of all Liens, other than Permitted Liens.

Real Property. (ai) Section 4.19(a6.1(m)(i) of the Company Disclosure Letter sets forth Schedule contains a true, complete and correct and complete list, as list of the date of this Agreement of all material Company Owned Real Property (w) including the street address of each parcel of such Company Owned Real Property). The Company or one or more of its Subsidiaries has good and marketable fee simple title to all such material Company Owned Real Property free and clear of any and all 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 such material Company Owned Real Property or any portion thereof or interest therein. (ii) Section 6.1(m)(ii) of the Company Disclosure Schedule contains a complete and correct list of all material Company Leased Real Property, (x) including with respect to all such Company Leased Real Property the identity date of such lease or sublease and any material amendments thereto and the lessor, lessee and current occupant (if different from lessee) street address of each such parcel of Company 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 be material to the business of Company or the Company and its Subsidiaries (Acquired Companies, taken as a whole), with respect each of the Acquired Companies, as applicable, has good leasehold title to each parcel of Leased Real Property: (i) The the Company or one of its Subsidiaries holds a good and valid leasehold estate in such Leased Real Property, free and clear of all any Liens, except for Permitted Liens. (ii) The Company . All leases and its Subsidiaries have delivered to Acquiror true, correct and complete copies of all leases, lease guaranties, subleases, agreements subleases for the leasing, use or occupancy of, or otherwise granting a right in and to the Company Leased Real Property by or to the Company or any of its Subsidiaries, including are valid and in full force and effect in 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, respects except to the extent that such modifications they have been disclosed by the copies delivered to Acquiror. (iii) The Company’s previously expired or terminated in accordance with their terms and its Subsidiaries’neither an Acquired Company nor, 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 to the knowledge of the Company threatened with respect to such Real Property Leases. (iv) To the knowledge Knowledge of the Company, no partyany other Person, other than 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, either individually or in the aggregate, to the Acquired Companies, taken as a whole, under the provisions of, any lease or sublease for the Company or its Subsidiaries, has any right to use or occupy the Leased Real Property or any portion thereof. (vProperty. Other than as set forth on Section 6.1(m)(ii) Neither of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries has entered into with any other Person any sublease, license or other Contract that is material, either individually or in the aggregate, to the Acquired Companies, taken as a whole, and that relates to the use or occupancy of all or any portion of the Company Leased Real Property. (iii) The Company Owned Real Property and Company Leased Real Property constitute all real property currently used in connection with the business of the Acquired Companies and which are necessary for the continued operation of the business as the business is currently conducted. Except as set forth on Section 6.1(m)(iii) of the Company Disclosure Schedule or as would not materially affect, either individually or in the aggregate, the ability of the Acquired Companies, taken as a whole, to operate their business as currently conducted, there are no structural, electrical, mechanical or other defects in any improvements located on any of the Company Owned Real Property or Company Leased Real Property. Except as would not materially affect, either individually or in the aggregate, the ability of the Acquired Companies, taken as a whole, to operate their business as currently conducted, none of the Acquired Companies has received written notice of any pending, and to the Knowledge of the Company there is no threatened, condemnation proceeding or proposed similar Action or agreement for taking in lieu of condemnation with respect to any portion of the Company Owned Real Property or the Company Leased Real Property. No material defaults by . (Aiv) Except as would not materially affect, either individually or in the Company or its Subsidiaries or (B) to aggregate, the knowledge ability of the CompanyAcquired Companies, any landlord or sub-landlordtaken as a whole, to operate their business as applicablecurrently conducted, each of the structures, equipment and other tangible assets of the Acquired Companies utilized in their operations is in good and usable condition, subject to normal wear and tear and normal industry practice with respect to maintenance, and is adequate and suitable for the purposes for which it is presently exists under any Real Property Leasebeing used.

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) 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 be material With respect to the business of the Company and its Subsidiaries (taken as a whole), with respect to each parcel of Leased CBOT Holdings Real Property: (i) The Company no portion of any CBOT Holdings Owned Real Property has suffered any damage by fire or one other casualty loss which has not heretofore been completely repaired and restored, except as would not, individually or in the aggregate, reasonably be expected to materially and adversely interfere with the use of its Subsidiaries holds a 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 Leases (including any amendments, modifications or supplements thereto), and with respect to the CBOT Holdings Owned Real Property, the 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 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 good and valid leasehold estate in marketable title to such Leased CBOT Holdings Owned Real Property, free and clear of all Liens, except for Liens other than Permitted Liens.Liens and those Liens set forth in Section 3.15(b)(i) of the CBOT Holdings Disclosure Letter; (ii) The Company Other than with respect to matters being addressed with the Vaulted Sidewalk and its Subsidiaries have delivered Bollard Project affecting the North Building and with respect to Acquiror trueone of the five back-up chillers which is not in working order, correct all buildings, structures, fixtures and complete copies of improvements included within the CBOT Holdings Owned Real Property (the “CBOT Holdings Improvements”) are in good repair and operating condition in all leasesmaterial respects, lease guarantiessubject only to ordinary wear and tear, subleases, agreements and are adequate and suitable in all material respects for the leasingpurposes 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 reasonably be expected to 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 grandfathered use) for their material current uses; (iv) there are no outstanding purchase agreements, options or rights of first refusal to purchase such CBOT Holdings Owned Real Property, or any material portion thereof or any material interest therein; (v) other than the Parking Agreement listed on Section 3.15(b)(i) of the CBOT Holdings Disclosure Letter, 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 ofof more than 10,000 square feet of any CBOT Holdings Owned Real Property, whether by one Lease or otherwise granting a right in and by more than one Lease to the Leased Real Property by or to the Company or any of its Subsidiariessame party (each, including all amendments, terminations a “CBOT Holdings Material Lease” and modifications thereof (collectively, the “Real Property CBOT Holdings Material Leases”), and none each CBOT Holdings Lease is the legal, valid, binding, and enforceable obligation of such Real Property Leases has been modified in any material respectCBOT Holdings or the applicable CBOT Holdings Subsidiary that is lessor thereunder, except and, with respect to each CBOT Holdings Material Lease: (1) to the extent that knowledge of CBOT Holdings, each such modifications have been disclosed CBOT Holdings Material Lease is in full force and effect and the binding obligation of the other parties thereto and will continue to be the legal, valid, binding and enforceable obligation of CBOT Holdings or the applicable CBOT Holdings Subsidiary following the consummation of the transactions contemplated by the copies delivered to Acquiror.this Agreement; (iii2) The Company’s neither CBOT Holdings nor any 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 CBOT Holdings, is CBOT Holdings or any CBOT Holdings Subsidiary or any other party to such CBOT Holdings Material Lease in default under any such CBOT Holdings Material Lease, and its Subsidiaries’no event has occurred, as applicablewhich, possession and quiet enjoyment after the giving of notice, with lapse of time, or otherwise, would constitute a material default by CBOT Holdings or any CBOT Holdings Subsidiary or, to the Leased Real Property knowledge of CBOT Holdings, any other party under such Real Property Leases has not been materially disturbed CBOT Holdings Material Lease; and, (3) there are no material disputes disputes, oral agreements or forbearance programs in effect as to any such CBOT Holdings Material Lease; and (vi) there is no pending or to the knowledge of the Company CBOT Holdings, threatened with respect litigation, claims, actions, suits, proceedings, investigations or administrative actions relating to such CBOT Holdings Owned Real Property Leases. (iv) To which would, individually or in the knowledge of the Companyaggregate, reasonably be expected to result in a Material Adverse Effect on CBOT Holdings, and there are no partypending or, other than the Company or its Subsidiaries, has any right to use or occupy the Leased Real Property or any portion thereof. (v) Neither the Company nor any of its Subsidiaries has received written notice of any condemnation proceeding or proposed similar Action or agreement for taking in lieu of condemnation with respect to any portion of the Leased Real Property. No material defaults by (A) the Company or its Subsidiaries or (B) to the knowledge of the CompanyCBOT Holdings, any landlord or sub-landlord, as applicable, presently exists under any threatened condemnation proceedings relating to CBOT Holdings Owned Real Property Leasewhich, if the condemnation was successful, would reasonably be expected to materially and adversely interfere with, detract from or restrict the current operation, value or use of property subject thereto; (vii) except in any such case as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect 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) Section 4.19(a) Schedule 5.16 includes a list of the Company Disclosure Letter sets forth a trueall real property owned, correct and complete list, as of leased or used by COMPANY at the date of this Agreement of (w) the street address of each parcel of Leased Real Property, (x) the identity of the lessor, lessee hereof 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 all other real property, if any, used by COMPANY in the conduct of its business. Except as would not be or reasonably be expected to be material to the business of the Company and its Subsidiaries (taken as a whole), with respect to each parcel of Leased Real Property: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 the zoning regulations of the applicable cities, towns, villages or townships. The Company 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 one 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 Subsidiaries 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 any material easement, license or other right whatsoever with respect to such real property. (iii) COMPANY holds a good and valid marketable fee simple title to the real property identified on Schedule 5.16 hereto as owned by COMPANY and good leasehold estate title to the real property identified on Schedule 5.16 as leased or used by COMPANY, in such Leased Real Property, each case free and clear of all Liensmaterial mortgages, charges, claims, liens, encumbrances, leases, options to purchase, rights of first refusal, contracts of sale, easements, reservations and restrictions, except for Permitted Liens. (ii) The Company and its Subsidiaries have delivered to Acquiror true, correct and complete copies of all leases, lease guaranties, subleases, agreements for the leasing, use or occupancy of, or otherwise granting a right those matters identified in and to the Leased Real Property by or to the Company or any of its Subsidiaries, including all amendments, terminations and modifications thereof (collectively, the “Real Property Leases”), and none title reports set forth in Schedule 5.16. No part of such Real Property Leases has been modified in lands is affected by any material respect, except to restrictions imposed by any governmental authority affecting construction of structures thereon or the extent that such modifications have been disclosed use thereof 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 to the knowledge of the Company threatened with respect to such Real Property Leases. (iv) To the knowledge of the Company, no party, COMPANY other than the Company or its Subsidiaries, has any right to use or occupy the Leased Real Property or any portion thereofbuilding codes and zoning classifications. (v) Neither the Company nor any of its Subsidiaries has received written notice of any condemnation proceeding or proposed similar Action or agreement for taking in lieu of condemnation with respect to any portion of the Leased Real Property. No material defaults by (A) the Company or its Subsidiaries or (B) to the knowledge of the Company, any landlord or sub-landlord, as applicable, presently exists under any Real Property Lease.

Real Property. (a) Section 4.19(a) of the Company Disclosure Letter sets forth contains a true, complete and correct and complete list, as list of the date of this Agreement of material Company Owned Real Property (w) including the street address of each parcel of such Company Owned Real Property). The Company or one or more of its Subsidiaries has good and marketable fee simple title to the material Company Owned Real Property free and clear of any and all 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, (x) including with respect to such Company Leased Real Property the identity date of such lease or sublease and any material amendments thereto and the lessor, lessee and current occupant (if different from lessee) street address of each such parcel of Company 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 be materially adverse to the Company 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 Liens, other than Permitted Liens. All leases and subleases for the Company Leased Real Property are valid and in full force and effect in all material respects except to the extent they have previously expired or terminated in accordance with their terms and neither the Company nor any of its Subsidiaries 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 its Subsidiaries has entered into with any other Person any sublease, license or other Contract 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. (c) 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 (and 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, 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 valid leasehold estate in such Leased Real Propertyoperate their business as currently conducted, free and clear of all Liens, except for Permitted Liens. (ii) The Company and its Subsidiaries have delivered to Acquiror true, correct and complete copies of all leases, lease guaranties, subleases, agreements for the leasing, use or occupancy of, or otherwise granting a right in and to the Leased Real Property by or to the Company or any of its Subsidiaries, 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 Knowledge of the Leased Real Property under such Real Property Leases has not been materially disturbed andCompany, there are no material disputes pending structural, electrical, mechanical or to the knowledge other defects in any improvements located on any of the Company threatened with respect to such Owned Real Property Leases. (iv) To or Company Leased Real Property. Except as would not materially affect the knowledge ability of the Company, no party, other than the Company or and its Subsidiaries, has any right taken as a whole, to use or occupy the Leased Real Property or any portion thereof. (v) Neither 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 or proposed similar Action or agreement for taking in lieu of condemnation with respect to any portion of the Company Owned Real Property or the Company Leased Real Property. No material defaults by . (Ad) Except as would not materially adversely affect the ability of the Company or and its Subsidiaries, taken as a whole, to operate their business as currently conducted, each of the structures, equipment and other tangible assets of the Company and its Subsidiaries or (B) utilized in their manufacturing operations is in good and usable condition, subject to normal wear and tear and normal industry practice with respect to maintenance, and is adequate and suitable for the knowledge of the Company, any landlord or sub-landlord, as applicable, purposes for which it is presently exists under any Real Property Leasebeing used.

Real Property. (a) Section 4.19(aSchedule 4.21(a) of the Company Disclosure Letter sets forth a true, correct true and complete list, as list of all 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 True and correct copies of all leases, and all amendments to be material such leases, have been delivered to the business of the Buyer. Each Company and its Subsidiaries (taken as has a whole), with respect to each parcel of Leased Real Property: (i) The Company or one of its Subsidiaries holds a good and valid leasehold estate interest in such the Leased Real Property, free and clear of all Liens, except for Restrictions other than Permitted Liens. (ii) The . All leases listed on Schedule 4.21 are in full force and effect and no event of default by any Company and its Subsidiaries have delivered to Acquiror true, correct and complete copies of all leases, lease guaranties, subleases, agreements for the leasing, use or occupancy of, or otherwise granting a right in and to the Leased Real Property by or to the Company or any of its Subsidiaries, including all amendments, terminations and modifications thereof (collectively, the “Real Property Leases”)has occurred, and none no event has occurred which (whether with or without notice, lapse of such Real Property Leases has been modified in any material respect, except time or both) could reasonably be expected 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 cause a default thereunder. There are no material disputes condemnation or appropriation or similar proceedings pending or to the knowledge of the Company ATG, threatened with respect to against any such Real Property Leases. (iv) To the knowledge of the Company, no party, other than the Company real property or its Subsidiaries, has any right to use or occupy 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 portion thereof. (v) Neither Company, ATG or the Company nor any of its Subsidiaries has received written notice of any condemnation proceeding or proposed similar Action or agreement Seller are required for taking in lieu of condemnation with respect to any portion the maintenance and repair of the Leased Real Property. No material defaults The Leased Real Property is adequately served by (A) gas, electricity, water, sewage and waste removal utilities. There are no challenges or appeals pending, or, to ATG's knowledge, threatened regarding the Company or its Subsidiaries or (B) to the knowledge amount of the Companytaxes on, or the assessed valuation of the Leased Real Property, and no Company has entered into any landlord special arrangements or sub-landlordagreements 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, as applicable(i) either a Company owns title in fee simple to such Owned Real Property, presently exists under free and clear of all Restrictions other than Permitted Liens, (ii) there are no outstanding options or rights of first refusal in favor of any other party to purchase such Owned Real Property Leaseor any portion thereof or interest therein and (iii) there are no leases, subleases, licenses, options, rights, concessions or other agreements affecting any portion of such Owned Real Property.

Real Property. (a) Section 4.19(a3.13(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 Schedule lists by 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 real property in which the Company nor its Subsidiaries owns or any real property. Except as would not be or reasonably be expected to be Subsidiary has fee title interest that is currently used in and material to the conduct of the business of the Company and its Subsidiaries (the Subsidiaries, taken as a wholewhole (the “Owned Properties”). (b) Section 3.13(b) of the Company Disclosure Schedule lists by address each parcel of real property leased or subleased by the Company or any Subsidiary that is currently used in and material to the conduct of the business of the Company and the Subsidiaries, taken as a whole (together with the Owned Properties, the “Properties”), with respect to each parcel any guaranty given by the Company or any Subsidiary in connection therewith. To the best of Leased Real Property: (i) The Company’s knowledge, the Company or one of its Subsidiaries holds has a good and defensible fee simple title to or valid leasehold estate interest in such Leased Real Propertyall of the Properties, free and clear of all Liens, except (i) Liens for Permitted Liens. current taxes and assessments not yet past due, (ii) The inchoate mechanics’ and materialmen’s Liens for construction in progress, (iii) workmen’s, repairmen’s, warehousemen’s and carriers’ Liens arising in the ordinary course of business of the Company or such Subsidiary consistent with past practice, and (iv) all Liens and other imperfections of title (including matters of record) and encumbrances that do not materially interfere with the conduct of the business of the Company and its Subsidiaries the Subsidiaries, taken as a whole, or would not have delivered to Acquiror truea Company Material Adverse Effect (collectively, correct “Permitted Liens”). True and complete copies of all leases, lease guaranties, subleases, agreements for the leasing, use or occupancy of, or otherwise granting a right in and to the Leased Real Property by or to under which the Company or any of its SubsidiariesSubsidiaries owns, including all amendments, terminations and modifications thereof (collectively, leases or subleases 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 Properties have been disclosed by the copies delivered made available to Acquiror. (iii) The Company’s and its Subsidiaries’Parent. Except as would not have a Company Material Adverse Effect, 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 to the knowledge of the Company threatened with respect to such Real Property Leases. (iv) To the knowledge of the Company, no party, other than the Company or its Subsidiaries, has any right to use or occupy the Leased Real Property or any portion thereof. (v) Neither the Company nor any one of its Subsidiaries has received written notice of any condemnation proceeding or proposed similar Action or agreement for taking in lieu of condemnation with respect the right to any portion the use and occupancy of the Leased Real Property. No material defaults by (A) the Company or its Subsidiaries or (B) Properties, subject to the knowledge terms of the Companyapplicable deed, any landlord lease or sub-landlord, as applicable, presently exists under any Real Property Leasesublease relating thereto and Permitted Liens.

Real Property. (a) Section 4.19(a) HSBC Finance Corporation has made available to Purchaser complete and accurate copies of each of the Company Disclosure Letter sets forth Assigned Leases. The Purchased Real Property is not subject to any lease, license or sublicense in favor of any third party. (b) Seller or a true, correct Seller subsidiary has good and complete list, as of marketable fee simple title to the date of this Agreement of (w) the street address of each parcel of Leased Purchased Real Property, (x) the identity free and clear 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 Propertyall Liens other than Permitted Liens. Neither the Company nor its Subsidiaries owns any real property. Except as would not be Seller or reasonably be expected to be material to the business of the Company and its Subsidiaries (taken as a whole), with respect to each parcel of Leased Real Property: (i) The Company or one of its Subsidiaries holds Selling Entity has a good and valid marketable leasehold estate interest in such each Leased Real Property, free and clear of all Liens, except for Liens other than Permitted Liens. (iic) The Company and its Subsidiaries have delivered to Acquiror true, correct and complete copies of all leases, lease guaranties, subleases, agreements for the leasing, use or occupancy of, or otherwise granting a right in and to the Leased Real Property by or to the Company or any of its Subsidiaries, 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 As of the Leased Real Property under such Real Property Leases has not been materially disturbed anddate hereof, there are no material disputes pending pending, or to Sellers’ Knowledge threatened, appropriation, condemnation, eminent domain or like proceedings relating to the knowledge of the Company threatened with respect to such Purchased Real Property Leasesor, to Sellers’ Knowledge, the Leased Real Property. (ivd) To the knowledge As of the Companydate hereof, all of the Business Premises, including all buildings, structures, improvements and fixtures, are in sufficiently good operating condition and repair, reasonable wear and tear excepted, and have not suffered any material damage by fire or other casualty not otherwise covered by insurance which has not heretofore been repaired and restored in all material respects, except for damage that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. (e) Except as would not, individually or in the aggregate, have a Material Adverse Effect, no party, Person other than the Company Selling Entities has (or its Subsidiarieswill have, has at Closing) (i) any right in any of the Purchased Real Property or any right to use or occupy any portion of the Leased Purchased Real Property or (ii) any portion thereof. (v) Neither the Company nor any of its Subsidiaries has received written notice of any condemnation proceeding right to use or proposed similar Action or agreement for taking in lieu of condemnation with respect to occupy any portion of the Leased Real Property. No material defaults by (A) the Company or its Subsidiaries or (B) to the knowledge of the Company, any landlord or sub-landlord, as applicable, presently exists under any Real Property Lease.

Real Property. The Seller Entities own good and indefeasible fee simple or good and valid leasehold title, as the case may be, to the Real Property. The Real Property will be conveyed to Buyer free and clear of any and all liens, encumbrances or other restrictions except (ai) Section 4.19(aany lien for taxes not yet due and payable, (ii) any lease obligations under the Assumed Contracts (iii) easements, restrictions and other matters of record, so long as such matters do not, collectively or individually, materially interfere with the operations of the Company Disclosure Letter sets forth Facilities in a truemanner consistent with the current use by the Seller Entities, correct (iv) zoning regulations and complete listother governmental laws, rules, regulations, codes, orders and directives affecting the Real Property, including any violations thereof, so long as such violations do not, individually or collectively, materially interfere with the operation of the Facilities in a manner consistent with the current use by the Seller Entities, (v) unrecorded easements, discrepancies, boundary line disputes, overlaps, encroachments and other matters that would be revealed by an accurate survey or inspection of the Real Property, so long as such matters do not, collectively or individually, materially interfere with the operations of the Facilities in a manner consistent with the current use by the Seller Entities, (vi) any encumbrances or defects that do not materially interfere with the operations of the Facilities in a manner consistent with the current use by the Seller Entities, and (vii) with respect to the Leased Real Property, any encumbrances which encumber the fee interest in such property (collectively, the “Permitted Encumbrances”). Seller and the Seller Entities agree that the title to the Owned Real Property shall not be altered by Seller or the Seller Entities between the date of this Agreement of (w) and 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 be material to the business of the Company and 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 valid leasehold estate in such Leased Real Property, free and clear of all Liens, except for Permitted Liens. (ii) The Company and its Subsidiaries have delivered to Acquiror true, correct and complete copies of all leases, lease guaranties, subleases, agreements for the leasing, use or occupancy of, or otherwise granting a right in and to the Leased Real Property by or to the Company or any of its Subsidiaries, including all amendments, terminations and modifications thereof (collectively, the “Real Property Leases”), and none of such Real Property Leases has been modified Closing in any material respect, except to the extent that not restricted pursuant to Section 5.2 or Section 5.3. With respect to the Real Property: (a) Except as set forth on Schedule 3.10(a), neither Seller nor any of the Seller Entities has received during the past three (3) years written notice from any Government Entity of a material violation of any applicable ordinance or other law, order or regulation with respect to the Owned Real Property; (b) Except as set forth in Schedule 3.10(b), to the knowledge of Seller, the Owned Real Property and its operation are in material compliance with all applicable zoning ordinances (or is considered legally non-conforming or “grandfathered” thereunder); (c) Neither Seller nor any of the Seller Entities have created any easements, restrictions or other encumbrances which materially restrict or impair the use of the Owned Real Property for its current use; (d) There are no tenants or other Persons occupying any space in the Real Property, other than pursuant to tenant leases described in Schedule 3.10(d) (the “Tenant Leases”), and no tenants have paid rent in advance for more than one month and no improvement credit or other tenant allowance of any nature is owed by any of the Seller Entities to any tenant pursuant to such modifications have been tenant leases, nor is any landlord improvement work required to be completed by any of the Seller Entities pursuant to such tenant leases, except as disclosed by in Schedule 3.10(d); and (e) Attached to Schedule 3.10(e) is a “rent roll” which sets forth for the copies delivered to Acquiror. Tenant Leases: (i) the names of then current tenants; (ii) the rental payments for the then current month under each of the leases; (iii) The Company’s a list of all then delinquent rental payments; (iv) a list of all tenant deposits and its Subsidiaries’a description of any application thereof, and (v) a list of all uncured material defaults under the leases known to Seller; (f) Except as applicableset forth on Schedule 3.10(f), possession and quiet enjoyment neither Seller nor any of the Leased Seller Entities has received during the past three (3) years any written notice from any Governmental Entity of (i) any existing, proposed or contemplated plans to modify or realign any street or highway or any existing, proposed or contemplated eminent domain proceeding that would result in the taking of all or any part of the Owned Real Property under such or that would materially and adversely affect the current use of any part of the Owned Real Property Leases has or materially affect the marketability of any material portion of the Owned Real Property for a use consistent with the current use by the Seller Entities, (ii) public improvements that are required to be made and/or which have not heretofore been materially disturbed andassessed, or (iii) pending or threatened special, general or other assessments against or affecting any of the Owned Real Property other than county or municipal-wide reassessments; (g) Except as set forth on Schedule 3.10(g), there are no material disputes pending outstanding options, rights of first offer or rights of first refusal granted by the Seller Entities to the knowledge of the Company threatened with respect to such Real Property Leases. (iv) To the knowledge of the Company, no party, other than the Company or its Subsidiaries, has purchase any right to use or occupy the Leased Owned Real Property or any portion thereofthereof or interest therein; (h) Schedule 3.10(h) sets forth an accurate and complete list of all written and oral leases, subleases, licenses, other rental agreements and all easements and other rights and interests appurtenant thereto, that grant or will grant to any Seller Entity as lessee, sublessee, licensee or grantee thereunder a possessory interest in and to any space in the Leased Real Property necessary for the operation of the Facilities as currently conducted, including any ground leases and any leases for parking (collectively, the “Operating Leases”). Seller has delivered or otherwise made available to Buyer complete, correct and current copies of all Operating Leases. Except as set forth on Schedule 3.10(h), the Operating Leases are assignable by the applicable Seller Entity to Buyer or Buyer’s nominee(s) or designee(s), subject to obtaining any required consents to such assignment. The Operating Leases have not been modified, amended or assigned by the Seller Entities, except as set forth on Schedule 3.10(h), are legally valid, binding and enforceable against the applicable Seller Entity and, to Seller’s knowledge, all other parties thereto in accordance with their respective terms and are in full force and effect. (vi) Neither There are no material defaults by the Company Seller Entities or, to Seller’s knowledge, any other party under any of the Operating Leases, and, to the knowledge of Seller, no event has occurred which with the giving of notice or passage of time, or both, would constitute a material default under any of the Operating Leases; (j) Except as set forth on Schedule 3.10(j), neither Seller nor any of its Subsidiaries has received written notice the Seller Entities is a party to any Tax abatement agreement relating to the Owned Real Property nor are there any outstanding waivers or agreements extending the statute of limitations for any condemnation proceeding or proposed similar Action or agreement for taking in lieu of condemnation period with respect to any portion Tax to which the Owned Real Property may be subject following the Closing; and (k) The Real Property comprises all of the Leased Real Property. No material defaults real property owned or leased or otherwise used or occupied by (A) the Company Seller Entities that is associated with or its Subsidiaries or (B) to employed in the knowledge operation of the Company, any landlord or sub-landlord, as applicable, presently exists under any Real Property LeaseFacilities.

Real Property. (ai) Section 4.19(aSchedule 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 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 Company Disclosure Letter 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, correct true and complete listdescription of all Real Property currently leased, as of licensed to or otherwise used or occupied (but not owned) by any Seller Party and primarily or exclusively used in connection with the date of this Agreement of Business (wthe Real Property required to be listed on Schedule 3.6(b)(ii), collectively, the "Leased Real Property") the street address of including, for each parcel tract of Leased Real Property, (x) the identity owner, the address, the annual fixed rental, the expiration of the lessorterm, lessee any extension options and current occupant (if different from lessee) 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 each such parcel of Leased Real Property, (y) the terms and rental payment amounts pertaining to each such parcel of 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 constitute a breach or default by a Seller Party or, to the Knowledge of Seller Parties, any other party, to require a Seller Party to indemnify any other Person thereunder or to give Seller Parties or, to the Knowledge of Seller Parties, any other party the right to terminate, accelerate or modify any such Real Property Lease, (C) no Seller Party has subleased or assigned to any Person the right to possess or use any portion of the Leased Real Property or any interest in the Real Property Leases, and (zD) the current use transactions contemplated by this Agreement do not require the consent of each any other party to such parcel 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, enforceable and in full force and effect on identical terms following the 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 Company nor its Subsidiaries owns any real property. Except as would not be or reasonably be expected to be material to the business of the Company and 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 valid leasehold estate in such Leased Real Property, free and clear of all Liens, except for Permitted Liens. (ii) The Company and its Subsidiaries have delivered to Acquiror true, correct and complete copies of all leases, lease guaranties, subleases, agreements for the leasing, use or occupancy of, or otherwise granting a right in and to the Leased Real Property by or to the Company or any of its Subsidiaries, 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 to the knowledge of the Company threatened with respect to such Real Property Leases. (iv) To the knowledge of the Company, no party, other than the Company or its Subsidiaries, has any right to use or occupy occupy, and no third party is in possession of, the Leased Real Property or any portion thereof. Other than the Owned Real Property, the Leased Real Property comprises all of the Real Property used primarily or exclusively in the Business, and 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 Real Property Leases. (viii) Neither the Company nor There are no conditions on any of its Subsidiaries has received written notice of any condemnation proceeding or proposed similar Action or agreement for taking in lieu of condemnation with respect to any portion parcel of the Leased Real Property. No material defaults by Property that (A) would be revealed by a current and accurate survey of such parcel of the Company or its Subsidiaries or Real Property, and (B) to have or could have a material adverse effect on the knowledge Business or such parcel of the Company, any landlord or sub-landlord, as applicable, presently exists under any Real Property LeaseProperty.

Real Property. (a) Section 4.19(a) Except as set forth in Part II of the Company Disclosure Letter sets forth a trueAppendix C, correct and complete list, as no Acquired Entity nor any 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 To the Knowledge of Seller, no Governmental Authority has commenced the exercise of any eminent domain or reasonably be expected to be material to the business of the Company and its Subsidiaries (taken as a whole), similar power with respect to each parcel any Project Company Real Property owned by the Acquired Entities or any of Leased 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 Real Property:. (ib) The interests of the Acquired Entities and their respective Subsidiaries in all Project Company or one Real Property are insured under the Title Policy identified in Part II of its Appendix D. The Acquired Entities and their respective Subsidiaries holds a have good and valid leasehold estate in such Leased marketable title to or, subject to the terms and conditions of the Material Leases, the right to use all Project Company Real Property, free and clear of all Liens, except for Liens other than Permitted Liens. (ii) The Company and its Subsidiaries have delivered to Acquiror true, correct and complete copies of all leases, lease guaranties, subleases, agreements for the leasing, use or occupancy of, or otherwise granting a right in and . With respect to the Leased Project Company Real Property by any such Person leases or on which such Person was granted easements and/or rights-of-way pursuant to the Company or any of its Subsidiaries, including all amendments, terminations and modifications thereof (collectivelyMaterial Leases, 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 Acquired Entities or their respective Subsidiaries’, as applicable, have peaceful and undisturbed nonexclusive possession under all Material Leases, easements and/or rights-of-way under which they are leasing or occupying property in accordance with the terms and quiet enjoyment conditions of the Leased Real Property under such Real Property Leases has not been materially disturbed andrelevant Material Leases, there are no material disputes pending easements or rights-of-way and subject to the knowledge of Permitted Liens. All rents and other payments under the Company threatened with respect Material Leases have been paid in full to such Real Property Leasesthe extent due. No Material Lease has a term that can exceed 50 years (including any renewal or extension options). (ivc) To The Project Company Real Property is sufficient to provide the knowledge 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, no party, other than Wind Project as currently conducted. All utility services necessary for the Company or its Subsidiaries, has any right to use or occupy the Leased Real Property or any portion thereof. (v) Neither the Company nor any of its Subsidiaries has received written notice of any condemnation proceeding or proposed similar Action or agreement for taking in lieu of condemnation with respect to any portion construction and operation of the Leased Real Property. No material defaults by (A) the Company Wind Project for its intended purposes are available or its Subsidiaries or (B) are reasonably expected to the knowledge of the Company, any landlord or sub-landlord, be so available as applicable, presently exists under any Real Property Leaseand when required upon commercially reasonable terms.

Real Property. (ai) Section 4.19(a3.1(aa)(i) of the Company MPX Disclosure Letter lists all MPX Owned Properties and 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 propertymunicipal addresses thereto. Except as would not be or reasonably be expected has been specifically disclosed by MPX Group to be material to iAnthus in the business of the Company MPX Disclosure Letter, and 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 valid leasehold estate in such Leased Real Property, free and clear of all Liens, except for the MPX Permitted LiensEncumbrances, 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 Company and its Subsidiaries have delivered to Acquiror true, correct MPX Data Room contains true and complete copies of all leasesLeases, lease guaranties, subleases, agreements for which are set out in the leasing, use or occupancy of, or otherwise granting a right in and to Section 3.1(aa)(ii) of the Leased Real Property by or to the Company or any of its Subsidiaries, 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 AcquirorMPX Disclosure Letter. (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 No consents or prior written notices are no material disputes pending or to the knowledge of the Company threatened required with respect to such Real Property the Leases, except as set out in Section 3.1(aa)(iii) of the MPX Disclosure Letter. (iv) To the knowledge of MPX: (A) neither MPX Group nor the Companylandlords of the MPX Leased Properties are in material breach of any applicable Laws, no partyincluding any material building, zoning or other than the Company or its Subsidiaries, has any right to use or occupy the Leased Real Property statutes or any portion thereofofficial 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 the MPX Properties. (v) Neither the Company nor No amounts are owing by MPX Group in respect of any of its Subsidiaries has received written notice the MPX Properties to public utility, other than current accounts which are not in arrears. All amounts that are due for labour or materials supplied to or on behalf of MPX Group relating to the construction, alteration or repair of or on any condemnation proceeding or proposed similar Action or agreement for taking in lieu of condemnation with respect to any portion of the Leased Real Property. No material defaults by (A) the Company or its Subsidiaries or (B) MPX Properties have been paid in full and, to the knowledge of MPX, no one has filed any construction, builders’, mechanics’ or similar liens relating to the Companysupply of work or materials to or on any of the MPX 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 Leases are currently in good standing in all material respects, and, all parties to the Leases have, as of the date hereof, complied in all material respects with their respective obligations under the Leases and to the knowledge of MXP, there exists no claim of any kind or right of set-off against MPX Group as tenant by a landlord or sub-landlordagainst a landlord by MPX Group as tenant as of the date hereof. (viii) MPX Group as tenant is in actual possession of the MPX Leased Properties. MPX Group is not in arrears of rent required to be paid pursuant to the applicable Lease with respect to the MPX Leased Properties. (ix) MPX Group as tenant has no right to extend, right of termination, option to purchase, or right of first refusal with respect to the MPX Leased Properties except as applicable, presently exists under any Real Property Leaseset out in Section 3.1(aa)(ix) of the MPX Disclosure Letter.

Real Property. (a) Section 4.19(a) of Neither the Company Disclosure Letter nor Subsidiary owns, or has ever owned, any real property. (b) Schedule 3.9(b) sets forth a true, correct and complete list, as of the date of this Agreement of (w) the street address of each parcel of real property leased by the Company or Subsidiary (collectively, the “Leased Real Property, (x) the identity ”). All 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 is leased pursuant to valid, binding and enforceable leases listed on Schedule 3.9(b) (z) the current use of each such parcel of “Real Property Leases”). The Leased Real Property. Neither Property comprises all of the real property used by the Company nor its Subsidiaries owns any real propertyand Subsidiary in the operation of the Business. Except as would not be or reasonably be expected to be material to the business of the Company and its Subsidiaries (taken as a wholeset forth on Schedule 3.9(b), with respect to each parcel of Leased Real Property: , (i) The Company there are no pending or, to the knowledge of Sellers, threatened condemnation proceedings or one 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 its Subsidiaries holds a good and valid leasehold estate in such the Leased Real Property, free and clear of all Liens, except for Permitted Liens. (ii) The Company and its Subsidiaries have delivered to Acquiror true, correct and complete copies of all leases, lease guaranties, subleases, agreements for the leasing, use or occupancy of, or otherwise granting a right in and to the Leased Real Property by or to the Company or any of its Subsidiaries, 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 to the knowledge of Sellers, the Company’s and its Subsidiaries’, as applicable, or Subsidiary’s possession and quiet enjoyment of the Leased Real Property under has not been disturbed and there are no disputes with respect to the Real Property Leases; (iv) no other party to such Real Property Leases Lease is an Affiliate of, or otherwise has not been materially disturbed andany economic interest in, there are no material disputes pending 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 Company threatened 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. (ivc) To the knowledge None of the CompanySellers, no party, other than the Company or its SubsidiariesSubsidiary has received written notice of any condemnation, has expropriation or other proceeding in eminent domain affecting any right to use or occupy the parcel of Leased Real Property or any portion thereofthereof or interest therein. (vd) Neither To the Company nor any knowledge of its Subsidiaries has received written notice of any condemnation proceeding or proposed similar Action or agreement for taking Sellers, the Leased Real Property is in lieu of condemnation compliance with respect to any portion of 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. No material defaults by 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. (Ae) the Company or its Subsidiaries or (B) to To the knowledge of Sellers, the Company, any landlord or sub-landlord, as applicable, presently exists under any current use and occupancy of the Leased Real Property Leaseand the operation of the Business of the Company and Subsidiary as currently conducted thereon do not violate in any respect any easement, covenant, condition, restriction or similar provision in any instrument of record or other unrecorded agreement affecting such Leased Real Property.

Real Property. (a) Except as would not have a Company Material Adverse Effect or as set forth in Section 4.19(a3.20(a) of the Company Disclosure Letter, the Company or one or more of its Subsidiaries has good and marketable fee simple title to all real property owned by the Company or any of its Subsidiaries free and clear of any Encumbrances other than Permitted Encumbrances. Section 3.20(a) of the Company Disclosure Letter sets forth contains a true, complete and correct and complete list, as of the date hereof, of this Agreement all real property owned by the Company or any of its Subsidiaries, and sets forth for each such parcel of real property the location and street address. (wb) Except as would not have a Company Material Adverse Effect, the Company and each of its Subsidiaries has good leasehold title to the real property leased or subleased by any of them free and clear of any Encumbrances other than Permitted Encumbrances. Section 3.20(b) of the Company Disclosure Letter contains a complete and correct list, as of the date hereof, of the real property leased or subleased by the Company or any of its Subsidiaries that is material to the Company and its Subsidiaries, taken as a whole, including with respect to each such lease or sublease the date of such lease or sublease and any material amendments thereto and 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 have a Company Material Adverse Effect, (i) all real property leases and subleases are valid and in full force and effect except to the extent they have previously expired or reasonably be expected terminated in accordance with their terms, and (ii) neither the Company nor any of its Subsidiaries nor, to be 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 real property lease or sublease that is material to the business of the Company and its Subsidiaries (Subsidiaries, taken as a whole), with respect to each parcel of Leased Real Property: (i) The . Neither the Company or one nor any of its Subsidiaries holds a good and valid leasehold estate in such Leased Real Propertyhas entered into with any other Person (other than another wholly owned Subsidiary of the Company) any sublease, free and clear of all Liens, except for Permitted Liens. (ii) The license or other agreement that is material to the Company and its Subsidiaries have delivered Subsidiaries, taken as a whole, and that relates to Acquiror true, correct and complete copies of all leases, lease guaranties, subleases, agreements for the leasing, use or occupancy of, of all or otherwise granting a right in and to any portion of the Leased Real Property by or real property material to the Company or any of its Subsidiaries, . The Company has made available to Parent correct and complete copies of all real property leases and subleases (including all material modifications, amendments, terminations supplements, waivers and modifications side letters thereto) pursuant to which the Company or any of its Subsidiaries thereof (collectivelyleases or licenses, the “Real Property Leases”)as tenant, and none of such Real Property Leases has been modified in any real property that is material respect, except to the extent that such modifications have been disclosed by the copies delivered to AcquirorCompany and its Subsidiaries, taken as a whole. (iiic) The Company’s and its Subsidiaries’, as applicable, possession and quiet enjoyment As of the Leased Real Property under such Real Property Leases has not been materially disturbed anddate hereof, there are no material disputes pending or to the knowledge of the Company threatened with respect to such Real Property Leases. (iv) To the knowledge of the Company, no party, other than the Company or its Subsidiaries, has any right to use or occupy the Leased Real Property or any portion thereof. (v) Neither neither the Company nor any of its Subsidiaries has received written notice of any condemnation proceeding or proposed similar Action or agreement for taking in lieu of condemnation with respect to any portion of the Leased Real Property. No material defaults by (A) the Company or its Subsidiaries or (B) pending, and to the knowledge of the CompanyCompany there is no threatened, condemnation proceeding with respect to any landlord of the real property owned by the Company or sub-landlord, as applicable, presently exists under any Real Property Leaseof its Subsidiaries.

Real Property. (ai) Section 4.19(aHosting does not own any Real Property. Networks does not own any Real Property. Hosting is not a party to any agreement or option to purchase any Real Property or interest therein. (ii) of the Company Disclosure Letter Schedule 3(n)(ii) attached hereto sets forth a true, correct true and complete list, as of the date of this Agreement list of (wA) the street address of each parcel of all Leased Real Property that is used or held for use by Hosting or Networks in connection with, the operation of their respective Hosting Business as currently operated by each of them (collectively, the "Hosting Leased Real Property, ") and (xB) the identity date and the names of the lessor, lessee and current occupant (if different from lessee) parties to each Real Property Lease in respect of each such parcel of Leased Real Property, (y) the terms and rental payment amounts pertaining to each such parcel of Hosting Leased Real Property (collectively, the "Hosting Real Property Leases"). Hosting and (z) the current use Networks has delivered to VitalStream a true and complete copy of each written Hosting Real Property Lease, and in the case of any oral Hosting Real Property Lease, a written summary of the material terms of such parcel of Leased Hosting Real Property. Neither the Company nor its Subsidiaries owns any real propertyProperty Lease. Except as would not be or reasonably be expected to be material to the business of the Company and its Subsidiaries (taken as a whole)set forth on Schedule 3(n)(ii) attached hereto, with respect to each parcel of Leased Hosting Real Property: (iA) The Company or one of its Subsidiaries holds a good such Hosting Real Property Lease is legal, valid, binding, enforceable and valid leasehold estate in such Leased Real Property, free full force and clear of all Lienseffect, except for Permitted Liens.as such enforceability may be limited by (1) applicable insolvency, bankruptcy, reorganization, moratorium or other similar Laws affecting creditors' rights generally and (2) applicable equitable principles (whether considered in a proceeding at law or in equity); (iiB) The Company the transactions contemplated by this Agreement and its Subsidiaries have delivered the other Transaction Agreements do not require the consent of any other party to Acquiror true, correct and complete copies of all leases, lease guaranties, subleases, agreements for the leasing, use or occupancy of, or otherwise granting a right in and to the Leased such Hosting Real Property by Lease (except as set forth in Schedule 3(b) attached hereto), will not result in a breach of or to the Company or any of its Subsidiaries, including all amendments, terminations and modifications thereof (collectively, the “default under such Hosting Real Property Leases”)Lease, and none of will not otherwise cause such Hosting Real Property Leases has been modified Lease to cease to be legal, valid, binding, enforceable and in any material respect, except to full force and effect on identical terms following the extent that such modifications have been disclosed by the copies delivered to Acquiror.Closing; (iiiC) The Company’s and its Subsidiaries’, as applicable, Neither Hosting's nor Network's possession and quiet enjoyment of the Hosting Leased Real Property under such Hosting Real Property Leases Lease has not been materially disturbed anddisturbed, and there are no material disputes pending or to the knowledge of the Company threatened with respect to such Hosting Real Property Leases.Lease; (ivD) To Neither Hosting's or Network's, on the knowledge one hand, nor, to the Knowledge of Hosting and Networks, any other party to such Hosting Real Property Lease, on the Companyother hand, is in breach or default under such Hosting Real Property Lease, and no partyevent has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach or default, or permit the termination, modification or acceleration of rent under such 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 than party to such Hosting Real Property Lease is not an Affiliate of, and otherwise does not have any economic interest in, Hosting or Networks; (G) Neither Hosting nor Networks has subleased, licensed or otherwise granted any Person the Company or its Subsidiaries, has any right to use or occupy the 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 law or under any Hosting Real Property Lease, there are no Liens on the 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 the Hosting Business of Hosting and Networks as currently conducted thereon or contemplated to be conducted thereon. There are no structural deficiencies or latent defects affecting any of the Improvements and there are no 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) Neither The Hosting Leased Real Property is in compliance with all applicable Real Property Laws (including any Environmental, Health and Safety Requirements, zoning, planning, subdivision, platting or similar Laws) affecting the Company nor any of its Subsidiaries has received written notice of any condemnation proceeding or proposed similar Action or agreement for taking in lieu of condemnation with respect to any portion of the Hosting Leased Real Property. No material defaults by (A) , and the Company or its Subsidiaries or (B) to the knowledge current use and occupancy of the Company, any landlord or sub-landlord, as applicable, presently exists under Hosting Leased Real Property and operation of the Hosting Business of Hosting thereon does not violate any Real Property LeaseLaws. Neither Hosting nor Networks has received any notice of violation of any Real Property Law and there is no basis for the 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 portion thereof in the continued operation of the Hosting Business of Hosting and Networks as currently conducted thereon or contemplated to be conducted thereon.

Real Property. (a) Except as would not have a Company Material Adverse Effect, the Company or one of its Subsidiaries has good and valid fee simple title to all real property owned by the Company or any of its Subsidiaries and to all of the buildings, structures and other improvements thereon (the “Owned Real Property”), free and clear of all Liens (other than Permitted Liens). Section 4.19(a4.18(a) of the Company Disclosure Letter sets forth a true, correct and complete listforth, as of the date hereof, a list of this Agreement the Owned Real Property. As of the date hereof, there are no pending, or, to the Knowledge of the Company, threatened in writing, appropriation, condemnation, eminent domain or like proceedings relating to the Owned Real Property. (wb) Section 4.18(b) of the street address Company Disclosure Letter sets forth, as of each parcel the date hereof, a list of the Company Leases (the “Leased Real Property”), (x) the identity including a street address or other description of the lessor, lessee premises leased 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 propertyor Subsidiary that leases the same. Copies of all Company Leases (including all material modifications, amendments, supplements, waivers and side letters thereto) have been made available to Parent. Except as would not be constitute, individually or reasonably be expected to be material to in the business of aggregate, a Company Material Adverse Effect, the Company and its Subsidiaries (taken as a whole), with respect to each parcel of Leased Real Property: (i) The Company or one of its Subsidiaries holds has a good and valid leasehold estate interest in such Leased Real Propertyeach Material Company Lease, free and clear of all Liens, except for Liens (other than Permitted Liens. (ii) The ), and each Material Company Lease is in full force and its Subsidiaries have delivered to Acquiror true, correct effect and complete copies is the valid and binding obligation of all leases, lease guaranties, subleases, agreements for the leasing, use or occupancy of, or otherwise granting a right in and to the Leased Real Property by or to the Company or any of its SubsidiariesSubsidiary that is a party thereto and, 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 to the knowledge of the Company threatened with respect to such Real Property Leases. (iv) To the knowledge Knowledge of the Company, no partythe other party (or parties) thereto, other than the Company enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or its Subsidiaries, has any right to use similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or occupy the Leased Real Property or any portion thereof. (v) in equity). Neither the Company nor any of its Subsidiaries has received any written notice of any condemnation proceeding or proposed similar Action or agreement for taking in lieu material event of condemnation with respect to default under any portion of the Leased Real Property. No Material Company Leases, nor to the Knowledge of the Company is there any condition or event which, with notice or lapse of time or both, would constitute a material defaults by default under a Material Company Lease. (Ac) Except as would not constitute, individually or in the aggregate, a Company Material Adverse Effect, the Company or one of its Subsidiaries owns or leases all of the material tangible personal property shown to be owned or leased by the Company or any of its Subsidiaries reflected in the latest audited financial statements included in the Company SEC Documents or acquired after the date thereof, free and clear of all Liens (B) other than Permitted Liens), except to the knowledge extent disposed of in the ordinary course of business since the date of the Company, any landlord or sub-landlord, as applicable, presently exists under any Real Property Leaselatest audited financial statements included in the Company SEC Documents.

Real Property. (a1) Section 4.19(a4.03(r)(1) of the Company Constellation OP Disclosure Letter sets forth a true, correct list of the common name and complete list, 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 (w) the street address of each parcel of Leased Real 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, (x) the identity ”). As of the lessordate of this Agreement, lessee and current occupant (if different from lesseeeach 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 such parcel of Leased Real Propertycase, (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 as a tenant or subtenant, any real property. Except as would not be or reasonably be expected to be material to the business of the Company and its Subsidiaries (taken as a whole), with respect to each parcel of Leased Real Property:. (i2) The Company applicable Contributed Entity or one of its Subsidiaries holds a Contributed Entity Subsidiary owns good and valid leasehold estate fee simple title to each of the Contributed Entity Properties, in such Leased Real Propertyeach case, free and clear of all 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. (ii3) 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 Company applicable Contributed Entity or Contributed Entity Subsidiary has all material certificates, variances, permits, licenses or rights required by applicable Law for use and its Subsidiaries have delivered occupancy as are necessary to Acquiror trueconduct 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, correct and complete copies of all leases, lease guaranties, subleases, agreements for the leasing, use or occupancy of, or otherwise granting a right in and to the Leased Real Property by or to the Company or any Knowledge of its SubsidiariesConstellation OP, 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 Contributed Entities or to the knowledge of the Company threatened with respect to such Real Property Leases. (iv) To the knowledge of the Company, no party, other than the Company or its Subsidiaries, has any right to use or occupy the Leased Real Property or any portion thereof. (v) Neither the Company nor any of its Contributed Entity Subsidiaries has received written notice of any condemnation proceeding outstanding threat of modification, suspension or proposed similar Action cancellation of any such material certificate, variance, permit, license or agreement for taking right, except as would not reasonably be expected to result in lieu a Contributed Entity Material Adverse Effect. (4) Section 4.03(r)(4) of condemnation the 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 portion of the Leased Real Property. No material defaults by Contributed Entity Properties, together with all amendments, modifications, supplements, renewals and extensions related thereto, which lease (i) (A) the Company or its Subsidiaries or provides for monthly rent in excess of Ten Thousand Dollars ($10,000) and (B) has 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 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 the assessed valuation of any of the Contributed Entity Properties or of any proposed public improvement assessments that will result in the Taxes or assessments payable in the next tax period increasing, except in each case for any such Taxes or assessment that have not resulted in, and would not reasonably be expected to result in, a Contributed Entity Material Adverse Effect. (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 knowledge 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 Companypublic or that do not impose any monetary obligations, has been made available to each of the Other Parties. No written claim has been made against any landlord Contributed Entity Title Insurance Policy that has resulted in or sub-landlordwould be reasonably expected to result in a Contributed Entity Material Adverse Effect. (9) The Contributed Entities have made available to each of the Other Parties a rent roll relating to the Contributed Entity Properties that is true, correct and complete in all material respects as applicableof the 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, presently exists under or a valid and enforceable leasehold interest in, or other right to use, all personal property owned, used or held for use by them as of the date of this Agreement (other than property owned by tenants and used or held in connection with the applicable tenancy), except as has not resulted in, and would not reasonably be expected to result in, a Contributed Entity Material Adverse Effect. No Contributed Entity’s nor any Real Property LeaseContributed Entity Subsidiary’s ownership of or leasehold interest in any such personal property is subject to any Liens, except for Permitted Liens and Liens that have not resulted in, and would not reasonably be expected to result in, a Contributed Entity Material Adverse Effect.

Real Property. (a) Section 4.19(a5.25(a) of to the Company Disclosure Letter sets forth 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 Disclosure Letter contains a list of all leases, licenses, Permits, subleases, and occupancy agreements, together with any amendments thereto (the "Leases") with respect to (i) all real property leased by the Company (as lessee and including those in the names of nominees or other 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 third parties. Except as identified on Schedule 5.25(b) to the Company Disclosure Letter, true, complete and accurate copies of the Leases have been made available to Parent, and each of such Leases is in full force and effect 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, correct complete and complete list, as accurate copy of which has been delivered to Parent with 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 Propertycorresponding Lease. Neither the Company nor its Subsidiaries owns nor, to the Knowledge of the Company, any real property. of 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 would not be or reasonably be expected to be material set forth on Schedule 5.25(c) to the business of the Company and its Subsidiaries (taken as a whole), with respect to each parcel of Leased Real Property: 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 one of its Subsidiaries holds a good and valid leasehold estate in such Leased Real Property, free and clear of all Liens, except for Permitted Liens. (ii) The Company and its Subsidiaries have delivered to Acquiror true, correct and complete copies of all leases, lease guaranties, subleases, agreements for the leasing, use or occupancy of, or otherwise granting a right in and to the Leased Real Property by or to the Company or any of its Subsidiaries, 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 which has not been materially disturbed heretofore remedied, other than notices of violations which would not have a Material Adverse Effect on the Company, and, there are no material disputes pending or to the knowledge of the Company threatened with respect to such Real Property Leases. (iv) To the knowledge Knowledge of the Company, no partythere does not exist any such violations which, other than the Company individually or its Subsidiariesin combination with any others, has any right to use or occupy the Leased Real Property or any portion thereof. (v) Neither the Company nor any of its Subsidiaries has received written notice of any condemnation proceeding or proposed similar Action or agreement for taking in lieu of condemnation with respect to any portion of the Leased Real Property. No material defaults by (A) the Company or its Subsidiaries or (B) to the knowledge of which would have a Material Adverse Effect on the Company, any landlord or sub-landlord, as applicable, presently exists under any Real Property Lease.;

Real Property. (a) Section 4.19(a4.14(a) of the Company Disclosure Letter Schedules sets forth a true, correct true and complete list, list in all material respects of all Owned Real Property 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 propertyAgreement. Except as would not be or reasonably be expected to be material to the business set forth on Section 4.14(a) of the Company and Disclosure Schedules, none of the Company or any of its Subsidiaries (taken as a whole)has owned any other real property or held any interest therein since December 31, with respect to each parcel of Leased Real Property:2012. (ib) The Company or one of its Subsidiaries holds a has good and valid leasehold estate insurable title in such Leased fee simple to all Owned Real Property, free and clear of all Liens, Encumbrances except for Permitted LiensEncumbrances. (iic) The There is no Leased Real Property as of the date of this Agreement. (d) No parcel of the Owned Real Property, or any portion thereof, is subject to any Order to be sold or is being condemned, expropriated or otherwise taken by any public authority with or without payment of compensation therefor, nor, to the Knowledge of the Company, has any such condemnation, expropriation or taking been proposed. (e) To the Knowledge of the Company, the use, occupancy, and operation of the Owned Real Property by the Company and its Subsidiaries have delivered to Acquiror true, correct and complete copies of comply in all leases, lease guaranties, subleases, agreements for the leasing, use or occupancy of, or otherwise granting a right in and to the Leased Real Property by or to the Company or any of its Subsidiaries, 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 to the knowledge of the Company threatened respects with respect to such Real Property Leases. (iv) To the knowledge of the Company, no party, other than the Company or its Subsidiaries, has any right to use or occupy the Leased Real Property or any portion thereof. (v) Neither applicable Law. Nether the Company nor any of its Subsidiaries has received any written notice of any condemnation proceeding or proposed similar Action or agreement for taking in lieu of condemnation with respect to any portion of the Leased Real Property. No material defaults by (A) the Company or its Subsidiaries or (B) to the knowledge contrary from any Governmental Authority. (f) To the Knowledge of the Company, any landlord or sub-landlord, as applicable, presently exists under any the Owned Real Property Leasecomplies in all material respects with all restrictions and requirements contained in the Permitted Encumbrances. There are no contractual or legal restrictions that preclude or restrict the ability to use any Owned Real Property by the Company or any of its Subsidiaries for the current use of such Owned Real Property. There are no material adverse physical conditions and, to the Knowledge of the Company, there are no material latent defects affecting any Owned Real Property. (g) Except as set forth on Section 4.14(g) of the Company Disclosure Schedules, since December 31, 2012, none of the Company or any of its Subsidiaries has subleased, licensed or otherwise granted to any other Person the right to use or occupy the Owned Real Property or any portion thereof. Except as set forth on Section 4.14(g) of the Company Disclosure Schedules, to the Knowledge of the Company, no Person other than the Company or one of its Subsidiaries has asserted any rights in, or to acquire, the Owned Real Property or any part thereof.

Real Property. (a) Section 4.19(a4.16(a) of the Company Disclosure Letter sets forth a true, correct and complete list, list of all material real property owned by the Company or any of its Subsidiaries as of the date of this Agreement of hereof (w) the street address of each parcel of Leased “Company Owned 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 be material to the business of the The Company and 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 has good and valid leasehold estate title in such Leased fee simple to all Company Owned Real Property, free and clear of all LiensLiens of any nature whatsoever, except (i) Liens for Permitted Lienscurrent 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, 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 the transactions contemplated by this Agreement do not require the consent of any other party to such Company and its Subsidiaries have delivered to Acquiror trueLease, correct and complete copies will not result in a breach of all leases, lease guaranties, subleases, agreements for the leasing, use or occupancy ofdefault under such Company Lease, or otherwise granting a right 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 Leased Real Property by or to knowledge of the Company or any of its Subsidiaries, including all amendmentsas the case may be, terminations any other party to the Company Lease is in material breach or default under such Company Lease, and modifications thereof (collectivelyno event has occurred or failed to occur or circumstance exists which, with the delivery of notice, the “Real Property Leases”)passage of time or both, and none would constitute such a breach or default, or permit the termination, modification or acceleration 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 rent under such Real Property Leases has not been materially disturbed and, there are no material disputes pending or to the knowledge of the Company threatened with respect to such Real Property Leases. Lease; (iv) To the knowledge of the Companyother party to such Company Lease is not an Affiliate of, no partyand otherwise does not have any economic interest in, other than the Company or any of its Subsidiaries; (v) neither the Company nor any of its Subsidiaries, as the case may be, has subleased, licensed or otherwise granted any Person the right to use or occupy the 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 collaterally assigned or granted any other security interest in such Company Lease or any interest therein, except in the case of (i) through (vi) above, for any such case that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (vc) The present use of the land, buildings, structures and improvements on the Company Material Leased Real Property are, in all material respects, in conformity with all Laws, including all applicable zoning Laws, ordinances and regulations and with all registered deeds or other restrictions of record, and neither the Company nor any of its Subsidiaries, as the case may be, has received any written notice of violation thereof, except for such nonconformities or violations that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any of its Subsidiaries, 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 activities thereon, other than where there is no current or reasonably likely material interference with the operations at the Company Material Leased Real Property as presently conducted (or as would be conducted at full capacity). (d) Neither the Company nor any of its Subsidiaries Subsidiaries, as the case may be, has received written any notice from any insurance company of any condemnation proceeding material defects or proposed similar Action inadequacies in the Company Material Leased Real Table of Contents Property or agreement for taking any part thereof, which would materially and adversely affect the insurability of the same or of any termination or threatened (in lieu writing) termination of condemnation with respect any policy of insurance relating to any portion of the such Company Material Leased Real Property. No material defaults by (A) the Company or its Subsidiaries or (B) to the knowledge of the Company, any landlord or sub-landlord, as applicable, presently exists under any Real Property Lease.

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 likely, either individually or in the aggregate, to be material to the business of the Company and its Subsidiaries have a Material Adverse Effect on Anchor, Anchor or a Anchor Subsidiary (taken as a whole), with respect to each parcel of Leased Real Property: (ia) The Company or one of its Subsidiaries holds a has good and valid leasehold estate marketable title to all the real property reflected in such Leased Real Propertythe latest audited balance sheet included in the Anchor SEC Reports as being owned by Anchor or a Anchor 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”), 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 of way, and other 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 (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 or affected thereby or otherwise materially impair business operations at such properties (collectively, “Permitted Encumbrances”), and (b) is the lessee of all leasehold estates reflected in the latest audited financial statements included in such 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 for Permitted Liens. (ii) The Company Encumbrances, and its Subsidiaries have delivered is in possession of the properties purported to Acquiror truebe leased thereunder, correct and complete copies of all leaseseach such lease is valid without default thereunder by the lessee or, lease guaranties, subleases, agreements for the leasing, use or occupancy of, or otherwise granting a right in and to the Leased Real Property by or to the Company or any of its Subsidiaries, including all amendments, terminations and modifications thereof (collectivelyAnchor’s knowledge, 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 lessor. There are no material disputes pending or or, to the knowledge of Anchor, threatened condemnation proceedings against the Company threatened with respect to such Real Property Leases. (iv) To the knowledge of the Company, no party, other than the Company or its Subsidiaries, has any right to use or occupy the Leased Real Property or any portion thereof. (v) Neither the Company nor any of its Subsidiaries has received written notice of any condemnation proceeding or proposed similar Action or agreement for taking in lieu of condemnation with respect to any portion of the Leased Anchor Real Property. No material defaults All real property, machinery, equipment, furniture and fixtures owned or leased by (A) the Company Anchor or its Subsidiaries or that is material to their respective businesses is structurally sound, in good operating condition (Bordinary wear and tear excepted) to and has been and is being maintained and repaired in the knowledge ordinary condition of the Company, any landlord or sub-landlord, as applicable, presently exists under any Real Property Leasebusiness.

Real Property. (a) Section 4.19(a) 3.6 of the Company Disclosure Letter Schedule sets forth a complete and accurate list of each operating restaurant or other location or site leased to a Seller by a third party (including the address thereof and the amount of any applicable security deposit), together with a list of all related Leases (each, a “Leased Location”, and collectively, the “Transferred Locations”), which, in each case, are related to the Transferred Business and are being transferred to Buyer pursuant to this Agreement, subject to Section 2.6(b). Sellers have made available to Buyer a true, correct and complete listcopy of each Lease together with all amendments and modifications and any related guaranties, in each case, as in Sellers’ possession. With respect to each Lease, (a) assuming due authorization and delivery by the other party thereto, such Lease constitutes the valid and legally binding obligation of the applicable Seller party thereto and, to the Knowledge of Sellers, the counterparty thereto, enforceable against such Seller and, to the Knowledge of Sellers, the counterparty thereto in accordance with its terms and conditions, subject to applicable bankruptcy, insolvency, reorganization, moratorium, or other similar laws relating to creditors’ rights and general principles of equity, and (b) as of the date of this Agreement of hereof, neither such Seller nor, to such Seller’s Knowledge, the counterparty thereto, is in breach or default under such Lease, except (wi) for those defaults that will be cured in accordance with the street address of each parcel of Leased Real Property, (x) the identity Sale Order or waived in accordance with Section 365 of the lessor, lessee Bankruptcy Code (or that need not be cured under the Bankruptcy Code to permit the assumption and current occupant (if different from lesseeassignment of the Leases) 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 (zii) 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 be material to the business of the Company and its Subsidiaries (Transferred Business taken as a whole). Except for the Permitted Liens, with respect to each parcel there exist no Liens affecting the Transferred Locations created by, through or under a Seller or any of Leased Real Property: (i) The Company Sellers’ Subsidiaries, and a Seller or one of its Sellers’ Subsidiaries holds has a good and valid leasehold estate in such Leased Real Property, free and clear of all Liens, except for Permitted Liens. (ii) The Company and its Subsidiaries have delivered to Acquiror true, correct and complete copies of all leases, lease guaranties, subleases, agreements for the leasing, use or occupancy of, or otherwise granting interest therein. Neither a right in and to the Leased Real Property by or to the Company or any of its Subsidiaries, 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 to the knowledge of the Company threatened with respect to such Real Property Leases. (iv) To the knowledge of the Company, no party, other than the Company or its Subsidiaries, has any right to use or occupy the Leased Real Property or any portion thereof. (v) Neither the Company Seller nor any of its Sellers’ Subsidiaries has sublet, in whole or in part, to any third party any Leased Locations. Neither Sellers nor any of Sellers’ Subsidiaries has received any written notice of any condemnation proceeding material violation of any applicable zoning ordinance or proposed similar Action or agreement for taking in lieu of condemnation with respect other Law relating to any portion the operation of the Leased Real Property. No material defaults by (A) the Company or its Subsidiaries or (B) Locations which violation remains outstanding, and, to the knowledge Knowledge of Sellers, there is no action before any governmental entity pending to materially change the Company, zoning or building ordinances or any landlord or sub-landlord, as applicable, presently exists under any Real Property Leaseother Law affecting the Leased Locations.

Real Property. (a) Section 4.19(a8.22(a) of the Company Disclosure Letter sets forth a trueSchedules lists: (i) the street address of each parcel of Owned Real Property, correct and complete list(ii) the date on which each parcel of Owned Real Property was acquired, as (iii) the current owner of each such parcel of Owned Real Property, (iv) information relating to the recordation of the date deed pursuant to which each such parcel of this Agreement Owned Real Property was acquired and (v) the current use of each such parcel of Owned Real Property. (wb) Section 8.22(b) of the Disclosure Schedules lists: (i) the street address of each parcel of Leased Real Property, (xii) the identity of the lessor, lessee and current occupant (if different from lessee) of each such parcel of Leased Real Property, (yiii) the terms term (referencing applicable renewal periods) and fixed or basic rental payment amounts terms of the leases (and any subleases) pertaining to each such parcel of Leased Real Property and (ziv) the current use of each such parcel of Leased Real Property. Neither the Company nor its Subsidiaries owns any 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 be or reasonably be expected to be material have a Material Adverse Effect. SOFEDIT has made available to the business Sellers (to the extent in SOFEDIT's physical possession) true and complete copies of each deed for each parcel of Owned Real Property and, to the 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 Company Disclosure Schedules, neither 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 interest under any lease or sublease listed in Section 8.22(b) of the Disclosure Schedules to any third party. (d) SOFEDIT has, or has caused to be, delivered to the Sellers (to the extent in SOFEDIT's physical possession) true and its Subsidiaries complete copies of all leases and subleases listed in Section 8.22(b) of the Disclosure Schedules. With respect to each of such leases and subleases: (taken i) such lease or sublease represents the entire agreement between the respective landlord and tenant with respect to such property; (ii) except as a whole)otherwise disclosed in Section 8.22(b) of the Disclosure Schedules, with respect to each parcel of Leased Real Property: (i) The Company such lease or one of its Subsidiaries holds a good and valid leasehold estate in such Leased Real Property, free and clear of all Liens, except for Permitted Liens. (ii) The Company and its Subsidiaries have delivered to Acquiror true, correct and complete copies of all leases, lease guaranties, subleases, agreements for the leasing, use or occupancy of, or otherwise granting a right in and to the Leased Real Property by or to the Company or any of its Subsidiaries, 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 to the knowledge of the Company threatened with respect to such Real Property Leases. (iv) To the knowledge of the Company, no party, other than the Company or its Subsidiaries, has any right to use or occupy the Leased Real Property or any portion thereof. (v) Neither the Company nor any of its Subsidiaries has received written notice of any condemnation proceeding or proposed similar Action or agreement for taking in lieu of condemnation with respect to any portion of the Leased Real Property. No material defaults by sublease: (A) the Company neither SOFEDIT nor any SOFEDIT Subsidiary has received any notice of cancellation or its Subsidiaries termination under such lease or (B) to the knowledge of the Company, any landlord or sub-landlord, as applicable, presently exists under any Real Property Lease.sublease,

Real Property. (a) Except as set forth in Section 4.19(a5.1(l) of the Company Disclosure Letter sets forth a trueSchedule, correct the Purchased Facility and complete list, the PDX Facility are the only real property owned or leased by the Seller that are used by the Seller 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 Effective Date in connection with plant traits research and current occupant (if different from lessee) of each such parcel of Leased Real Property, (y) the terms development. EPS or Agrinomics has good 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 be material marketable title in fee simple to the business of the Company and 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 valid leasehold estate in such Leased Real PropertyPurchased Facility, free and clear of all LiensEncumbrances, except for Permitted Liens. (ii) Encumbrances. The Company PDX Facility Lease is in full force and its Subsidiaries have delivered to Acquiror true, correct and complete copies of all leases, lease guaranties, subleases, agreements for the leasing, use or occupancy of, or otherwise granting a right in and to the Leased Real Property by or to the Company or any of its Subsidiaries, including all amendments, terminations and modifications thereof (collectively, the “Real Property Leases”)effect, 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 there exists no default under such Real Property Leases has not been materially disturbed andlease by EPS or, there are no material disputes pending or to the knowledge of the Company threatened with respect to such Real Property Leases. (iv) To the knowledge of the CompanySeller, no partyany other party thereto, other than the Company or its Subsidiaries, has any right to use or occupy the Leased Real Property or any portion thereof. (v) Neither the Company nor any event which, with notice or lapse of its Subsidiaries has received written notice of any condemnation proceeding time or proposed similar Action or agreement for taking in lieu of condemnation with respect to any portion of the Leased Real Property. No material defaults both, would constitute a default thereunder by (A) the Company or its Subsidiaries or (B) EPS or, to the knowledge of the CompanySeller, any landlord other party thereto. Neither the Purchased Facility nor the PDX Facility is subject to any governmental decree or sub-landlordorder 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 Seller, has any such condemnation, expropriation or taking been proposed. There are no contractual or legal restrictions, other than those set forth in the 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 preclude or restrict the ability of the Purchaser to use the Purchased Facility or the PDX Facility for the purposes for which they are currently being used, and there are no latent defects or adverse physical conditions affecting the Purchased Facility or the PDX Facility, or improvements thereon. As of the Effective Date and except as applicableotherwise provided in Section 6.1(c) of the Contract Research Agreement, presently exists 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 any Real Property Leasethe Contract Research Agreement as contemplated in the Research Plan in effect as of the Effective Date.