Common use of Real Property Clause in Contracts

Real Property. (a) Neither the Company nor any of its Subsidiaries owns any real property. (b) Section 3.21(b)(i) of the Company Disclosure Letter contains a complete and accurate list of all of the existing material Leases for real property as of the date of this Agreement (such property, the “Leased Real Property”) including, with respect to each Lease, the name of the lessor and the date of the Lease and each amendment thereto. The Company has heretofore made available to Parent true, correct and complete copies of all Leases for real property (including all modifications, amendments, supplements and material waivers and side letters thereto). The Company and/or its Subsidiaries have and own valid leasehold estates in the Leased Real Property, free and clear of all Encumbrances other than Permitted Encumbrances except for such failures to own valid leaseholds that have not had and are not reasonably likely to result in, individually or in the aggregate, a Company Material Adverse Effect. Section 3.21(b)(ii) of the Company Disclosure Letter contains a complete and accurate list of all of the existing Leases granting to any Person, other than the Company or any of its Subsidiaries, any right to use or occupy, now or in the future, any of the Leased Real Property. The Leases are each in full force and effect against the Company or subsidiary party thereto and, to the Company’s knowledge, against the other parties thereto, subject to the Bankruptcy and Equity Exception, and neither the Company nor any of its Subsidiaries has received written notice of any material breach of or default under, any material Lease.

Real Property. (a) Neither the Company nor any of its Subsidiaries owns any real property. (b) Section 3.21(b)(i4.13(a) of the Company Disclosure Letter contains sets forth a true and complete and accurate list of all of the existing material Leases for real property as and interests in real property owned in fee simple by the Company or any of the date of this Agreement its Subsidiaries (such property, the “Leased Owned Real Property”) including), together with respect to each Lease, the name street address of the lessor and the date of the Lease and each amendment thereto. The Company has heretofore made available to Parent true, correct and complete copies of all Leases for real property (including all modifications, amendments, supplements and material waivers and side letters thereto). The Company and/or its Subsidiaries have and own valid leasehold estates in the Leased such Owned Real Property. Except as has not had, free and clear of all Encumbrances other than Permitted Encumbrances except for such failures to own valid leaseholds that have not had and are would not reasonably likely be expected to result inhave, individually or in the aggregate, a Company Material Adverse Effect. , the Company and its Subsidiaries have good and marketable title (or good and indefeasible title with respect to Owned Real Property in Texas), in fee simple, free and clear of all Liens other than Permitted Liens, to the Owned Real Property (including the buildings, structures and other improvements thereon and fixtures thereto). (b) Section 3.21(b)(ii4.13(b) of the Company Disclosure Letter contains sets forth a true and complete and accurate list of all list, as of the existing Leases granting date of this Agreement, of each lease, and any material licenses, subleases and occupancy agreements (the “Real Property Leases”), with respect to any Personall property leased, other than licensed, subleased or otherwise used or occupied by the Company or any its Subsidiaries (the “Leased Real Property”), together with the street address of its Subsidiariessuch Leased Real Property. Except as has not had, any right and would not reasonably be expected to use or occupyhave, now individually or in the futureaggregate, any a Company Material Adverse Effect, (i) the Company or one of its Subsidiaries has a good and valid leasehold estate in the Leased Real Property. The , free and clear of all Liens, except for Permitted Liens, and (ii) the Real Property Leases are each legal, valid, binding and in full force and effect against the Company or subsidiary party thereto and, to the Company’s knowledge, against the other parties theretoeffect, subject to proper authorization and execution of such lease by the Bankruptcy other party thereto and Equity Exceptionthe Enforceability Exceptions. Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries has received written notice that it is in default in any material respect under any Real Property Lease and no event or condition has occurred since the Lookback Date, or currently exists, which constitutes or could constitute (with or without notice, the happening of any material event and/or the passage of time) a default or breach under any Real Property Lease on the part of the Company or default underits applicable Subsidiary or, any material Leaseto the Knowledge of the Company, the other party thereto.

Real Property. (a) Neither the Company nor any of its Subsidiaries owns any real property. (b) Section 3.21(b)(i) of the Company Disclosure Letter contains Except as would not reasonably be expected to have a complete and accurate list of all of the existing material Leases for real property as of the date of this Agreement (such property, the “Leased Real Property”) includingMaterial Adverse Effect, with respect to each Lease, the name of the lessor and the date of the Lease and each amendment thereto. The Company has heretofore made available to Parent true, correct and complete copies of all Leases for real property (including all modifications, amendments, supplements owned by the Company and material waivers and side letters thereto). The Company and/or its Subsidiaries have (the “Owned Real Property”), (i) the Company or one of its Subsidiaries, as applicable, has good and own valid leasehold estates in marketable title to the Leased Owned Real Property, free and clear of all Encumbrances other than Permitted Encumbrances except any Encumbrance and (ii) there are no outstanding options or rights of first refusal to purchase the Owned Real Property, or any portion of the Owned Real Property or interest therein. (b) With respect to the real property leased or subleased to the Company and its Subsidiaries, the lease or sublease for such failures to own valid leaseholds that have not had property is valid, legally binding, enforceable and are not reasonably likely to result inin full force and effect, individually or in the aggregate, a Company Material Adverse Effect. Section 3.21(b)(ii) and none of the Company Disclosure Letter contains a complete and accurate list of all of the existing Leases granting to any Person, other than the Company or any of its Subsidiaries, any right to use or occupy, now or in the future, any of the Leased Real Property. The Leases are each in full force and effect against the Company or subsidiary party thereto and, to the Company’s knowledgeKnowledge and as of the date hereof, against the any other parties party thereto, subject to the Bankruptcy and Equity Exception, and neither the Company nor any of its Subsidiaries has received written notice of any material is in breach of or default underunder such lease or sublease, and no event has occurred since the Applicable Date which, with notice, lapse of time or both, would constitute a breach or default by any of the Company or its Subsidiaries, and, to the Company’s Knowledge and as of the date hereof, any other party thereto, or permit termination, modification or acceleration by any third party thereunder, except, in each case, for such invalidity, failure to be binding, unenforceability, ineffectiveness, breaches, defaults, terminations, modifications, accelerations or repudiations that would not reasonably be expected to have a Material Adverse Effect. The representations and warranties in this Section (14)(b) do not apply to matters relating to this Agreement or the transactions contemplated by this Agreement. (c) Section (14)(c) the Company Disclosure Letter contains a true and complete list as of the date hereof of all material LeaseOwned Real Property and sets forth a correct street address or such other information as is reasonably necessary to identify each parcel of Owned Real Property. (d) For purposes of this Section (14) only, “Encumbrance” means any mortgage, lien, pledge, charge, security interest, easement, covenant, or other restriction or title matter or encumbrance of any kind in respect of such asset but specifically excludes: (i) specified encumbrances described in Section (14)(d) of the Company Disclosure Letter, (ii) encumbrances for current Taxes or other governmental charges not yet due and payable or which are being contested in good faith by appropriate proceedings, (iii) mechanics’, carriers’, workmen’s, repairmen’s or other like encumbrances arising or incurred in the Ordinary Course consistent with past practice relating to obligations as to which there is no default on the part of the Company, or the validity or amount of which is being contested in good faith by appropriate proceedings, (iv) other encumbrances that do not, individually or in the aggregate, materially impair the continued use, operation, value or marketability of the specific parcel of Owned Real Property to which they relate or the conduct of the business of the Company and its Subsidiaries as presently conducted, (v) easements, rights of way or other similar matters or restrictions or exclusions which would be shown by a current title report or other similar report, (vi) any condition or other matter, if any, that may be shown or disclosed by a current and accurate survey or physical inspection and (vii) zoning restrictions and other limitations imposed by any Governmental Entity having jurisdiction over real property.

Real Property. (a) Neither None of the Company nor any of its Subsidiaries Acquired Companies owns any real property. (b) . Section 3.21(b)(i3.11(a) of the Company Disclosure Letter contains sets forth a complete and accurate list of all of the existing material Leases for real property as of the date of this Agreement (such property, the “Leased Real Property”) includingcurrently leased to any Acquired Company by a third party pursuant to a lease, with respect to each Leasesublease or other similar agreement under which any Acquired Company is the lessee or sublessee as of the date hereof (collectively, the name of the lessor and the date of the Lease and each amendment thereto. The “Company has heretofore made available to Parent true, correct and complete copies of all Leases for real property (including all modifications, amendments, supplements and material waivers and side letters theretoLeases”). The Company and/or its Subsidiaries have and own valid leasehold estates in the Leased Real Property, free and clear of all Encumbrances other than Permitted Encumbrances except for such failures to own valid leaseholds that have not had and are not reasonably likely to result in, individually or in the aggregate, a Company Material Adverse Effect. Except as set forth on Section 3.21(b)(ii3.11(b) of the Company Disclosure Letter contains Letter, (a) each Company Lease (i) constitutes a complete valid and accurate list of all binding obligation of the existing Leases granting to any PersonAcquired Company party thereto, other than the and (ii) assuming such Company or any of its Subsidiaries, any right to use or occupy, now or in the future, any of the Leased Real Property. The Leases are each in full force Lease is binding and effect against the Company or subsidiary party thereto and, to the Company’s knowledge, enforceable against the other parties thereto, subject is enforceable against the Acquired Company party thereto, except that such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Laws now or hereafter in effect relating to or affecting the rights and remedies of creditors and general principles of equity (whether considered in a proceeding at Law or in equity) and the discretion of a court before which any proceeding therefor may be brought, (b) no Acquired Company is or, to the Bankruptcy and Equity ExceptionKnowledge of the Company, and neither the Company nor any of its Subsidiaries has received written notice of any material is alleged to be in breach of or default under, in any material respect under any Company Lease, (c) to the Knowledge of the Company, no counterparty is in breach of or default in any material respect under any Company Lease, (d) the Acquired Company has not subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property or any portion thereof, (e) the Acquired Company has not collaterally assigned or granted any other security interest in such Company Lease or any interest therein and (f) there is no condemnation, expropriation or other proceeding in eminent domain pending or, to the Knowledge of the Company, threatened, affecting any Leased Real Property or any portion thereof or interest therein. There is no injunction, decree, order, writ or judgment outstanding, nor any claims, litigation, administrative actions or similar proceedings pending or, to the Company’s Knowledge, threatened, relating to the ownership, lease, use or occupancy of the Real Property or any portion thereof, or the operation of the business of the Acquired Companies.

Real Property. (a) Neither the No Acquired Company owns, nor has any of its Subsidiaries owns Acquired Company ever owned, a fee interest in any real property. (b) ‎‎ Section 3.21(b)(i4.13(b) of the Company Disclosure Letter contains a complete and accurate list of all of the existing material Leases for real property correct list, as of the date of this Agreement Agreement, of all leases, subleases and use or other occupancy agreements relating to Leased Real Property (such property, the “Leased Real PropertyProperty Leases”) including, with respect to each Lease, the name of the lessor and the date of the Lease and each amendment thereto). The Company has heretofore delivered or made available to Parent Parent, a true, complete and correct and complete copies copy of all Leases for real property each Real Property Lease (including all amendments, modifications, amendmentsrenewals, supplements consents, guaranties and material waivers and side letters other agreements with respect thereto). The Except as set forth in ‎‎Section 4.13(b) of the Company and/or its Subsidiaries have and own valid leasehold estates in the Leased Real Property, free and clear of all Encumbrances other than Permitted Encumbrances Disclosure Letter or except for such failures to own valid leaseholds that have not had and are as would not reasonably likely be expected to result inbe, individually or in the aggregate, material to the Acquired Companies, (i) an Acquired Company has a valid leasehold interest in each such Leased Real Property free and clear of any Liens other than Permitted Liens, (ii) an Acquired Company Material Adverse Effecthas a legal, valid, binding and enforceable leasehold estate in each such Leased Real Property, subject only to the Enforceability Exceptions and any Permitted Liens, (iii) none of any Acquired Company or, to the Company’s Knowledge, any other party thereto, is in material breach or material default under any such Real Property Lease, and, to the Knowledge of the Company, no event has occurred or circumstance exists which, with notice or lapse of time, or both, would constitute such a breach or default or permit the termination, modification or acceleration of rent under such Real Property Lease, and (iv) no Acquired Company has received any written notice of the existence of any breach or default or event or circumstance that, with notice or lapse of time, or both, would constitute a breach or default by any Acquired Company or the party that is the lessee or lessor of such Leased Real Property. Section 3.21(b)(iiNo Real Property Lease is subject to any ground lease, mortgage, deed of trust or other superior Liens or interests (including, for the avoidance of doubt, any present or future right to occupy any portion of the Leased Real Property) that would entitle the holder thereof to interfere with or disturb the tenant’s use and enjoyment of the Leased Real Property or the exercise of the tenant’s rights under any Real Property Lease so long as the tenant is not in default under such Real Property Lease. The Leased Real Property comprises all of the real property used, or otherwise related to, the business of the Acquired Companies. (c) Except as set forth in ‎Section 4.12(c) of the Company Disclosure Letter contains a complete and accurate list of all of the existing Leases granting to any PersonLetter, other than the Company has not subleased, assigned or transferred any of its Subsidiaries, interest in any Leased Real Property or granted any Person the right to use or occupy, now or in the future, occupy any of the Leased Real Property. The No option has been exercised by the Acquired Companies under any of the Real Property Leases are each in full force except options exercised as evidenced by a written document, a true, complete and effect against accurate copy of which has been made available to Parent. To the Knowledge of the Company, the Company or subsidiary party thereto and, to the Company’s knowledge, against the other parties thereto, subject to the Bankruptcy and Equity Exception, and neither the Company nor has not received any of its Subsidiaries has received written notice of any appropriation, condemnation or eminent domain proceeding relating to or affecting the Leased Real Property that has not been corrected, and to the Knowledge of the Company, no such proceeding is pending or threatened. All brokerage commissions and other compensation and fees due and payable by the Company by reason of the Real Property Leases have been paid in full, except the failure of which would not be material breach to the Company and its Subsidiaries, taken as a whole. All improvements on the Leased Real Property which are used for the operation of or default underthe business are in all material respects in good condition and repair, ordinary wear and tear excepted, have not suffered any material Leasecasualty or other material damage that has not been repaired in all material respects and are suitable for the operation of the business.

Real Property. (a) Neither None of the Company nor or any of its Subsidiaries or Affiliated PCs owns any real property or has any options or rights or obligations to purchase, rights of first refusal, rights of first negotiation or rights of first offer to purchase, any real property. (b) Section 3.21(b)(i3.10(b) of the Company Disclosure Letter contains sets forth a complete and accurate list of all leases, subleases, licenses and other agreements, including all amendments, modifications and extensions relating thereto (collectively, “Company Leases”), pursuant to which the Company or any of the existing material Leases for its Subsidiaries or Affiliated PCs occupies, leases, licenses, uses, or otherwise has an interest in any real property (collectively, “Leased Real Property”) as of the date of this Agreement (such propertyAgreement, the “Leased Real Property”) including, along with respect to each Lease, the name of the lessor and the date of the Lease and each amendment thereto. The Company has heretofore made available to Parent true, correct and complete copies of all Leases for real property (including all modifications, amendments, supplements and material waivers and side letters thereto). The Company and/or its Subsidiaries have and own valid leasehold estates in the Leased Real Property, free and clear of all Encumbrances other than Permitted Encumbrances except for such failures to own valid leaseholds that have not had and are not reasonably likely to result in, individually or in the aggregate, a Company Material Adverse Effect. Section 3.21(b)(ii) of the Company Disclosure Letter contains a complete and accurate list of all security deposits and other amounts and instruments deposited, as of the existing Leases granting to any Persondate of this Agreement, other than by or on behalf of the Company or any of its SubsidiariesSubsidiaries or Affiliated PCs, any right to use or occupy, now or as applicable. Except as set forth in the future, any Section 3.10(b) of the Leased Real Property. The Leases are Company Disclosure Letter, as of the date of this Agreement: (i) each Company Lease is a legal, valid and binding obligation of the Company or one of its Subsidiaries or Affiliated PCs and, to the Knowledge of the Company, is enforceable, and in full force and effect against effect, and the Company or subsidiary party thereto andone of its Subsidiaries or Affiliated PCs has, pursuant to the Company’s knowledgeterms thereof, against a currently existing interest therein free and clear of any Lien or Lien instrument (other than any Lien or Lien Instrument which has been incurred by the other parties theretoowner of the fee title or holder of a superior leasehold interest of or in the real property and which does not interfere with the use or operation of the property in the Business); and (ii) with respect to each Company Lease, subject to the Bankruptcy and Equity Exception, and neither the Company nor any of its Subsidiaries or Affiliated PCs has (1) defaulted on or breached any term, condition or obligation thereof or (2) received any written notice communication from, or given any written communication to, any other party to any Company Lease or any lender, alleging that the Company or any of its Subsidiaries or Affiliated PCs or such other party, as the case may be, is in default (or that an event has occurred or circumstances exist that may (with notice, a lapse of time or both) constitute or result in such a default), and no such default exists on the part of the Company or any of its Subsidiaries or Affiliated PCs (nor, to their Knowledge, does any default exist on the part of any material other party), or indicating that such party intends to cancel, terminate or exercise any option to accelerate or recapture under or with respect to any Company Lease. With respect to each of the Company Leases, as of the date of this Agreement, the particular premises, located within, on or under the Leased Real Property and used in the business of the Company or one of its Subsidiaries or Affiliated PCs, as applicable, is in good condition and repair (ordinary wear and tear excepted). With respect to each Leased Real Property that is the subject of a Company Lease, as of the date of this Agreement, each such premises is fit for the continued use of such premises in the manner appropriate for the purposes for which it is presently devoted. With respect to each of the Company Leases: (1) except as otherwise set forth Section 3.10(b) of the Company Disclosure Letter, the Merger does not require the consent of any other party to such Company Lease, or otherwise cause such Company Lease to cease to be legal, valid, binding, enforceable and in full force and effect on its existing terms following the Closing; (2) the possession and quiet enjoyment of the Leased Real Property by the Company or one of its Subsidiaries or Affiliated PCs, as applicable, under such Company Lease, as of the date of this Agreement, has not been disturbed; (3) as of the date of this Agreement, no security deposit or portion thereof deposited with respect to such Company Lease has been applied in respect of a breach of or default underunder such Company Lease which has not been replenished in full; (4) neither the Company nor any of its Subsidiaries or Affiliated PCs, as applicable, owes, or will owe in the future, any brokerage commissions or finder’s fees with respect to such Company Lease; (5) the other party to such Company Lease is not an affiliate of, and otherwise does not have any economic interest in, the Company or any of its Subsidiaries or Affiliated PCs; (6) except as set forth in Section 3.10(b) of the Company Disclosure Letter, neither the Company nor any of its Subsidiaries or Affiliated PCs, as applicable, has subleased, licensed or otherwise granted any Person the right to use or occupy any Leased Real Property or any portion thereof; and (7) neither the Company nor any of its Subsidiaries or Affiliated PCs, as applicable, has collaterally assigned or granted any other security interest in any Company Lease or any interest therein. The Company has made available to the Buyer true, complete and accurate copies of all Company Leases, and, to the Knowledge of the Company, there are no material Leaseoral agreements, promises or understandings with respect to any Leased Real Property.

Real Property. (a) Neither the Company nor any of its Subsidiaries owns any real property. (b) Section 3.21(b)(i5.17(a) of the Company Disclosure Letter contains sets forth a correct and complete and accurate list of all of the existing material Leases for real property Owned Real Property and Leased Real Property as of the date of this Agreement Agreement, together with (i) a description of the principal functions conducted at each parcel of such Owned Real Property and Leased Real Property and (ii) a correct street address and such other information as is reasonably necessary to identify each parcel of such Owned Real Property and Leased Real Property. (b) With respect to the Owned Real Property, (i) the Company or one or more of its Subsidiaries, as applicable, has good and marketable title to such property, the “Leased Real Property”free and clear of any Encumbrance (other than any Permitted Encumbrances) includingand (ii) there are no outstanding options or rights of first refusal to purchase such property, with or any portion thereof or interest therein. (c) With respect to each Lease, the name of the lessor and the date of the Lease and each amendment thereto. The Company has heretofore made available to Parent true, correct and complete copies of all Leases for real property (including all modifications, amendments, supplements and material waivers and side letters thereto). The Company and/or its Subsidiaries have and own valid leasehold estates in the Leased Real Property, free and clear of all Encumbrances other than Permitted Encumbrances except (i) the lease or sublease for such failures property is valid, legally binding, enforceable and in full force and effect in accordance with its terms, (ii) there is no breach or violation of, or default under, any such leases or subleases by the Company or any of its Subsidiaries or, to own valid leaseholds the Knowledge of the Company, any other party thereto, and no event has occurred that have not had and are with or without notice, lapse of time or both, would constitute or result in a breach or violation of, or default under, any such leases or subleases by the Company or any of its Subsidiaries or, to the Knowledge of the Company, any other party thereto or would permit or cause the termination, non-renewal or modification thereof or acceleration or creation of any right or obligation thereunder, in each case except as would not reasonably likely be expected to result inhave, individually or in the aggregate, a Company Material Adverse Effect. Section 3.21(b)(iiEffect and (iii) of the Company Disclosure Letter contains a complete and accurate list of all of the existing Leases there are no written or oral subleases, concessions, licenses, occupancy agreements or other Contracts or arrangements granting to any Person, Person other than the Company or any of its Subsidiaries, any Subsidiaries the right to use or occupy, now or in the future, occupy any of the Leased Real Property. The Leases are each in full force and effect against the Company or subsidiary party thereto and, to the Company’s knowledge, against the other parties thereto, subject to the Bankruptcy and Equity Exception, and neither the Company nor any of its Subsidiaries has received written notice of any material breach of or default under, any material Leasesuch property.

Real Property. (a) Neither Section 3.13(a) of the Company nor Disclosure Letter sets forth, as of the date of this Agreement, a list of all real property owned by the Company or any Subsidiary of its Subsidiaries owns any the Company (such real property, together with all of the buildings, structures and other improvements thereon, the “Owned Real Property”). The Company (or a Subsidiary of the Company, as applicable) has good and marketable title in fee simple to all Owned Real Property, free and clear of all Liens other than Permitted Liens. There are no pending or, to the Knowledge of the Company, threatened, appropriation, condemnation, eminent domain or like proceedings relating to the Owned Real Property. (b) Section 3.21(b)(i3.13(b) of the Company Disclosure Letter contains a complete and accurate list of all of the existing material Leases for real property leases, subleases or other agreements (collectively, the “Leases”) under which the Company or any of its Subsidiaries, as of the date of this Agreement Agreement, uses or occupies or has the right to use or occupy, now or in the future, any real property in excess of 1,000 square feet (such property, the “Leased Real Property”) including, with respect to each Lease, the name of the lessor and the date of the Lease and each amendment thereto). The Company has heretofore made available to Parent trueTrue, correct and complete copies of all Leases now in effect for real property the Leased Real Property have been (including all modifications, amendments, supplements and material waivers and side letters thereto)i) publicly filed with the SEC in the Company Annual Report or any Company SEC Reports filed with or furnished to the SEC by the Company after the filing of the Company Annual Report with the SEC but prior to the date hereof or (ii) Made Available to Parent. The Company and/or its Subsidiaries have and own valid leasehold estates in the Leased Real Property, free and clear of all Encumbrances Liens other than Permitted Encumbrances Liens. All such Leases are in full force and effect. Neither the Company nor any Subsidiary nor any tenant under any Lease is in material default thereunder, and, to the Company’s Knowledge, no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a material breach or material default, or permit the termination, modification or acceleration of rent under such Lease. Neither the Company nor any of its Subsidiaries has received written notice of any actual or, to the Knowledge of the Company, threatened, condemnation or eminent domain proceedings, or notice of termination or cancellation or material breach or default that affect any Leased Real Property or any part thereof, and neither the Company nor any of its Subsidiaries has received any written notice of the intention of any Governmental Authority or other Person to take all or any part thereof pursuant to any such proceeding; and except for such failures to own valid leaseholds that have not had renewal and are not reasonably likely to result in, individually or expansion provisions as set forth in the aggregateLeases, a Company Material Adverse Effect. Section 3.21(b)(ii) of neither the Company Disclosure Letter contains nor any of its Subsidiaries owns, holds, is obligated under or is a complete and accurate list party to, any option, right of all first refusal or offer or other contractual right to purchase, acquire, sell, assign or dispose of the any real estate or any portion thereof or interest therein. (c) There are no existing Leases granting to any Person, other than the Company or any of its Subsidiaries, any right to use or occupy, now or in the future, any portion of the Owned Real Property or Leased Real Property. The Leases are each in full force and effect against the Company or subsidiary party thereto and, to the Company’s knowledge, against the other parties thereto, subject to the Bankruptcy and Equity Exception, and neither the Company nor any of its Subsidiaries has received written notice of any material breach of or default under, any material Lease.

Real Property. (a) Neither Section 4.19(a) of the Company nor any Disclosure Schedule contains a complete and correct list of the Company Owned Real Property (including the street address of each parcel of Company Owned Real Property). The Company or one or more of its Subsidiaries owns has good and marketable fee simple title to the Company Owned Real Property free and clear of any real propertyand 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 Company Owned Real Property or any portion thereof or interest therein. (b) Section 3.21(b)(i4.19(b) of the Company Disclosure Letter Schedule contains a complete and accurate correct list of all of the existing material Leases for real property as of the date of this Agreement (such property, the “Leased Real Property”) including, with respect to each Lease, the name of the lessor and the date of the Lease and each amendment thereto. The Company has heretofore made available to Parent true, correct and complete copies of all Leases for real property (including all modifications, amendments, supplements and material waivers and side letters thereto). The Company and/or its Subsidiaries have and own valid leasehold estates in the Leased Real Property, free and clear including with respect to such material Company Leased Real Property the street address of all Encumbrances other than Permitted Encumbrances except for such failures to own valid leaseholds that have Company Leased Real Property. Except as has not had and are would not reasonably likely be expected to result inhave, individually or in the aggregate, a Company Material Adverse Effect, 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 set forth on Section 3.21(b)(ii4.19(b) of the Company Disclosure Letter contains a complete Schedule are valid and accurate list of all of the existing Leases granting to any Person, other than the Company or any of its Subsidiaries, any right to use or occupy, now or in the future, any of the Leased Real Property. The Leases are each in full force and effect against the Company or subsidiary party thereto and, in all material respects except to the Company’s knowledge, against the other parties thereto, subject to the Bankruptcy and Equity Exception, extent they have previously expired or terminated in accordance with their terms and neither the Company nor any of its Subsidiaries has received written notice nor, to the Knowledge of any material breach of or default underthe 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 lease or sublease for such Company Leased Real Property, except as has not had and would not reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any of its Subsidiaries has entered into with any other Person any sublease, license or other Contract that is material Leaseto 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 the Company Leased Real Property constitute all real property that is currently used in connection with the business of the Company and its Subsidiaries and that are necessary for the continued operation of the Company’s business as the business is currently conducted.

Real Property. (a) Neither the Company nor any of its Subsidiaries owns any real property. (b) Section 3.21(b)(i4.23(a) of the Company Disclosure Letter contains a complete Schedules sets forth the address and accurate list description of all of the existing material Leases for real property as of the date of this Agreement (such property, the “Leased each Owned Real Property”) including, with . With respect to each Lease, Owned Real Property: (i) the name of Company or Subsidiary (as the lessor case may be) has good and the date of the Lease and each amendment thereto. The Company has heretofore made available marketable title to Parent true, correct and complete copies of all Leases for real property (including all modifications, amendments, supplements and material waivers and side letters thereto). The Company and/or its Subsidiaries have and own valid leasehold estates in the Leased such Owned Real Property, free and clear of all Encumbrances Liens, except Permitted Liens, (ii) except as set forth in Section 4.23(a) of the Company Disclosure Schedules, the Company or Subsidiary has not leased such Owned Real Property or any portion thereof; and (iii) other than Permitted Encumbrances except the right of Parent pursuant to this Agreement, there are no outstanding options, rights of first offer or rights of first refusal to purchase such Owned Real Property or any portion thereof or interest therein. Neither the Company nor any Company Subsidiary is a party to any agreement or option to purchase any real property or interest therein. (b) Section 4.23(b) of the Company Disclosure Schedules sets forth the address of each Leased Real Property and a true and complete list of all Leases for each such failures Leased Real Property. The Company has delivered to own valid leaseholds that have not had Parent a true and are complete copy of each such Lease (including all amendments, renewals and guaranties with respect thereto). Except as set forth in Section 4.23(b) of the Company Disclosure Schedules and as would not reasonably be likely to result in, individually or in the aggregate, a Company Material Adverse Effect. Section 3.21(b)(ii) , with respect to each of the Company Disclosure Letter contains a complete Leases: (i) such Lease is legal, valid, binding, enforceable and accurate list of all of the existing Leases granting to any Person, other than the Company or any of its Subsidiaries, any right to use or occupy, now or in the future, any of the Leased Real Property. The Leases are each in full force and effect against the Company or subsidiary party thereto and, to the Company’s knowledge, against the other parties thereto, subject to the Bankruptcy and Equity Exception, and effect; (ii) neither the Company nor the applicable Company Subsidiary nor, to the Knowledge of the Company, any of its Subsidiaries has received written notice of any material other party to the Lease is in breach of or default under such Lease, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach or default, or permit the termination or modification of, or acceleration of rent under, such Lease, and (iii) neither the Company nor the applicable Company Subsidiary has subleased such Leased Real Property or any material Leaseportion thereof.

Real Property. (a) Neither the Company nor any of its Subsidiaries owns any real property. (b) Section 3.21(b)(i3.21(a) of the Company Disclosure Letter contains Schedule sets forth a true and complete and accurate list of all of the existing material Leases for real property as of and interest in real property owned in fee by the date of this Agreement Company or any Company Subsidiary (such propertycollectively, the “Leased Owned Real Property”). Except as set forth on Section 3.21(a) including, with respect to each Leaseof the Company Disclosure Schedule, the name of Company or a Company Subsidiary, as the lessor case may be, holds good, valid, legal and marketable fee title to the date of the Lease and each amendment thereto. The Company has heretofore made available to Parent true, correct and complete copies of all Leases for real property (including all modifications, amendments, supplements and material waivers and side letters thereto). The Company and/or its Subsidiaries have and own valid leasehold estates in the Leased Owned Real Property, free and clear of all Encumbrances other than Permitted Encumbrances Liens, except for such failures to own valid leaseholds that have Permitted Liens. The Company and Company Subsidiaries do not had and are not reasonably likely to result inlease, individually license or otherwise grant any Person any interest in any of the aggregate, a Company Material Adverse Effect. Owned Real Property. (b) Section 3.21(b)(ii3.21(b) of the Company Disclosure Letter contains Schedule sets forth a true and complete and accurate list of all of the existing Leases granting to any Personreal property leased, other than subleased, licensed, or otherwise occupied by the Company or any of its SubsidiariesCompany Subsidiary (collectively, the “Leased Real Property”). No Lease Agreement is subject to any Lien, including any right to the use or occupyoccupancy of any Leased Real Property, now other than Permitted Liens. True and complete copies of the Lease Agreements have been provided or made available to Parent prior to the date hereof, together with any amendments, modifications or supplements thereto. The Company and Company Subsidiaries do not sublease, license or otherwise grant any Person any interest in the future, any of the Leased Real Property. . (c) The Leases Owned Real Property and the Leased Real Property are each in full force and effect against referred to collectively herein as the Company or subsidiary party thereto and, to “Real Property.” To the knowledge of the Company’s knowledge, against the other parties thereto, subject each parcel of Real Property is in material compliance with all existing Laws applicable to the Bankruptcy and Equity Exception, and neither such Real Property. Neither the Company nor any of its Subsidiaries Company Subsidiary has received written notice of any material breach proceedings in eminent domain, condemnation or other similar proceedings that are pending and, to the knowledge of the Company, there are no such proceedings threatened, affecting any portion of the Real Property. Neither the Company nor any Company Subsidiary has received written notice of the existence of any outstanding writ, injunction, decree, order or default underjudgment or of any pending proceeding, and, to the knowledge of the Company, there is no such writ, injunction, decree, order, judgment or proceeding threatened, relating to the ownership, lease, use, occupancy or operation by any material LeasePerson of the Real Property.

Real Property. (a) Neither the Company nor any of its Subsidiaries owns any real property. (b) Section 3.21(b)(i) of the Company The Disclosure Letter Schedule contains a complete and accurate list of all the locations of all Real Property owned or leased by the Company or any of the existing material Leases for real property as of the date of this Agreement (such property, the “Leased Real Property”) including, with respect to each Lease, Subsidiaries and the name and address of the lessor and and, if a Person different than such lessor, the date of the Lease and each amendment theretomanager thereof. The Company has heretofore made available and the Seller have delivered or caused to Parent true, correct be delivered to the Purchaser true and complete copies of all Leases for real property Contracts related to Real Property (including including, without limitation, all modificationsleases and all management, amendmentsservice, supplements supply, security, maintenance and material waivers similar Contracts, and side letters thereto). The Company and/or its Subsidiaries have all attornment Contracts, subordination Contracts or similar Contracts, and own valid leasehold estates in all other Contracts affecting or relating to the Leased use and quiet and peaceful enjoyment of the Real Property, free and clear of all Encumbrances other than Permitted Encumbrances except for such failures ) to own valid leaseholds that have not had and are not reasonably likely to result in, individually or in the aggregate, a Company Material Adverse Effect. Section 3.21(b)(ii) of the Company Disclosure Letter contains a complete and accurate list of all of the existing Leases granting to any Person, other than which the Company or any of its SubsidiariesSubsidiaries is a party or is otherwise bound or subject, any right and, in each case, all amendments thereof, which relate to use or occupy, now or in the future, affect any of the Leased Real Property. The Leases are each Except for the leases pertaining to the Real Property identified in and attached to the Disclosure Schedule, the Seller, the Company or any of its Subsidiaries is a party to any Contract that commits or purports to commit the Company or any of its Subsidiaries to purchase or otherwise acquire or lease any real property including, without limitation, the Real Property. (b) Each Contract relating to or affecting the Real Property (i) is in full force and effect against effect, (ii) affords the Company or subsidiary such Subsidiary, as the case may be, peaceful, undisturbed and exclusive possession of the applicable Real Property, (iii) is free of all Adverse Claims, and (iv) constitutes a valid and binding obligation of, and is enforceable in accordance with its terms against, the respective parties thereto. (c) The Company and each of its Subsidiaries has performed the obligations required to be performed by it to date under all Contracts relating to or affecting the Real Property and is not in default or breach thereof. In addition, no party thereto to any such Contract (i) has provided any notice to the Company or any of its Subsidiaries of its intent to terminate or not renew any such Contract, (ii) to the knowledge of the Company and the Seller, has threatened to terminate or not renew any such Contract or (iii) is, to the knowledge of the Company and the Seller, in breach or default under any provision thereof, and, to the knowledge of the Company and the Seller, no event or condition has occurred, whether with or without the passage of time or the giving of notice, or both, that would constitute such a breach or default. (d) The Real Property is (i) in good condition and repair and there has been no damage, destruction or loss to any of the Real Property that remains unremedied to date (ordinary wear and tear excepted) and (ii) suitable to carry out each of the Company’s knowledge's and its Subsidiaries' respective Business as conducted thereon. (e) There are no condemnation, appropriation or other proceedings involving any taking of the Real Property pending, or to the knowledge of the Company or the Seller, threatened, against any of the other parties theretoReal Property. (f) The execution, subject delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not (i) result in or give to any Person any right of termination, non-renewal, cancellation, withdrawal, acceleration or modification in or with respect to any Contract relating to or affecting the Bankruptcy and Equity ExceptionReal Property, and neither (ii) result in or give to any Person any additional rights or entitlement to increased, additional, accelerated or guaranteed rent or payments under any such Contract or (iii) result in the creation or imposition of any Adverse Claim upon the Company nor or any of its Subsidiaries has received written notice or any of their respective assets under the terms of any material breach such Contract. (g) The Disclosure Schedule indicates a summary description of all plans or default underprojects involving the opening of new operations, expansion of any material Leaseexisting operations or the acquisition of any Real Property, the lease of Real Property or acquisition of new businesses, with respect to which the Company or any Subsidiary has made any expenditure in the two-years prior to the date of this Agreement in excess of $10,000, or which if pursued by the Company would require additional expenditures of capital in excess of $10,000.

Real Property. (a) Neither the Company nor any of its Subsidiaries owns any real property. (b) Section 3.21(b)(i) of the Company Disclosure Letter contains a complete and accurate list of all of the existing material Leases for real property Except as of the date of this Agreement (such property, the “Leased Real Property”) including, with respect to each Lease, the name of the lessor and the date of the Lease and each amendment thereto. The Company has heretofore made available to Parent true, correct and complete copies of all Leases for real property (including all modifications, amendments, supplements and material waivers and side letters thereto). The Company and/or its Subsidiaries have and own valid leasehold estates in the Leased Real Property, free and clear of all Encumbrances other than Permitted Encumbrances except for such failures to own valid leaseholds that have would not had and are not reasonably likely to result inhave, individually or in the aggregate, a Company Material Adverse Effect. Section 3.21(b)(ii, (i) either the Company or a Subsidiary of the Company Disclosure Letter contains a complete has good and accurate list valid title to each material real property (and each real property at which material operations of all of the existing Leases granting to any Person, other than the Company or any of its SubsidiariesSubsidiaries are conducted) owned by the Company or any Subsidiary, other than Company Real Property Leases and Rights-of-Way (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, sublease and other agreement under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupyoccupy any material real property (or real property at which material operations of the Company or any of its Subsidiaries are conducted) (such property subject to a lease, now sublease or other agreement, the “Company Leased Real Property,” and such leases, subleases and other agreements are, collectively, the “Company Real Property Leases”), in each case, free and clear of all Liens other than any Company Permitted Liens, and other than any conditions, encroachments, easements, rights-of-way, restrictions and other encumbrances that do not adversely affect the existing use of the real property subject thereto by the owner (or lessee to the extent a leased property) thereof in the operation of its business (“Permitted Encumbrances”). Except as would not have, individually or in the futureaggregate, any of the Leased a Company Material Adverse Effect, (A) each Company Real Property. The Leases are each Property Lease is valid, binding and in full force and effect against the Company or subsidiary party thereto and, to the Company’s knowledge, against the other parties theretoeffect, subject to the Bankruptcy limitation of such enforcement by (i) the effect of bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium or other Laws affecting or relating to creditors’ rights generally or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and Equity Exceptiongeneral principles of equity, regardless of whether considered in a proceeding in equity or at law (the “Remedies Exceptions”) and (B) no uncured default of a material nature on the part of the Company or, if applicable, its Subsidiary or, to the knowledge of the Company Parties, the landlord thereunder, exists under any Company Real Property Lease, 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. (b) Except as would not have, individually or in the aggregate, 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 that would reasonably be expected to adversely affect the existing use of such Company Owned Real Property or the Company Leased Real Property by the Company or its Subsidiaries in the operation of its business thereon, (ii) except for such arrangements solely among the Company and its Subsidiaries or among the Company’s Subsidiaries, there are no outstanding options or rights of first refusal in favor of any other party to purchase any Company Owned Real Property or any portion thereof or interest therein that would reasonably be expected to adversely affect the existing use of the Company Owned Real Property by the Company or its Subsidiaries in the operation of its business thereon, and (iii) neither the Company nor any of its Subsidiaries is currently subleasing, licensing or otherwise granting any person the right to use or occupy a material portion of a Company Owned Real Property or Company Leased 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. (c) Except as would not, individually or in the aggregate, have a Company Material Adverse Effect: (i) each of the Company and its Subsidiaries has such Rights-of-Way that are necessary for the Company and its Subsidiaries to use and operate their respective assets and properties in the manner that such assets and properties are currently used and operated, and each such Right-of-Way is valid and free and clear of all Liens (other than Company Permitted Liens); (ii) each of the Company and its Subsidiaries conduct their businesses in a manner that does not violate any of the Rights-of-Way; (iii) each of the Company and its Subsidiaries have fulfilled and performed all of their obligations with respect to such Rights-of-Way; and (iv) neither the Company nor any of its Subsidiaries has received written notice of, and, to the knowledge of the Company Parties, there does not exist, the occurrence of any material ongoing event or circumstance that allows, or after the giving of notice or the passage of time, or both, would allow the limitation, revocation or termination of any Right-of-Way or would result in any impairment of the rights of the Company and its Subsidiaries in and to any such Rights-of-Way. Except as would not, individually or in the aggregate, have a Company Material Adverse Effect, all Systems operated by the Company and its Subsidiaries are subject to all Rights-of-Way that are necessary for the Company and its Subsidiaries to use and operate their respective assets and properties in the manner that such assets and properties are currently used and operated, and there are no gaps (including any gap arising as a result of any breach by the Company or any of or default under, its Subsidiaries of the terms of any material LeaseRights-of-Way) in such Rights-of-Way that would prevent the Company and its Subsidiaries to use and operate their respective assets and properties in the manner that such assets and properties are currently used and operated.

Real Property. (a) Neither the Company nor any of its Subsidiaries owns any real property. (b) Section 3.21(b)(i3.17(b) of the Company Disclosure Letter contains sets forth a complete and accurate list of all of the existing material Leases for real property as of the date of this Agreement of all real property leased, subleased or licensed, or otherwise occupied (such propertywhether as a tenant, subtenant or pursuant to other occupancy arrangements), by the Company or any of its Subsidiaries (collectively “Leased Real PropertyCompany Leases”) including), together with respect to each Lease, the name location of the lessor and premises. As of the date of the Lease and each amendment thereto. The Company has heretofore made available to Parent truethis Agreement, correct and complete copies of all Leases for real property (including all modifications, amendments, supplements and material waivers and side letters thereto). The Company and/or its Subsidiaries have and own valid leasehold estates in the Leased Real Property, free and clear of all Encumbrances other than Permitted Encumbrances except for such failures to own valid leaseholds that have not had and are not reasonably likely to result inas would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Section 3.21(b)(ii, (i) of the each Company Disclosure Letter contains a complete and accurate list of all of the existing Leases granting to any Person, other than the Company or any of its Subsidiaries, any right to use or occupy, now or in the future, any of the Leased Real Property. The Leases are each Lease is in full force and effect against and constitutes the valid and legally binding obligation of the Company or subsidiary party thereto andits Subsidiaries, to the Company’s knowledge, against the other parties theretoenforceable in accordance with its terms, subject to the Bankruptcy and Equity Exception, and (ii) neither the Company nor any of its Subsidiaries has received written notice of nor, to the Company’s Knowledge, any other party to any Company Lease is in default in any material breach respect under any of the Company Leases, and, to the Company’s Knowledge, no event has occurred or default undercircumstances exist that may (with notice, a lapse of time or both) constitute or result in such a default. Neither the Company nor any of its Subsidiaries leases, subleases or licenses any real property to any Person other than the Company and its Subsidiaries. The Company has made available to the Parent complete and accurate copies of all Company Leases. (c) As of the date of this Agreement, except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, or as set forth in Section 3.17(c) of the Company Disclosure Letter, the Company and/or its Subsidiaries have valid leasehold estates in all real property leased, subleased or licensed, or otherwise occupied pursuant to the Company Leases (“Leased Real Property”), in each case, free and clear of all liens. With respect to all Leased Real Property, all buildings, improvements and fixtures and equipment located thereon and used in the business of the Company (x) are in all material Leaserespects in reasonably good condition and repair (ordinary wear and tear excepted) and are sufficient for the operation of the business of the Company; and (y) are in material compliance with zoning and other applicable land use regulations for their current uses.

Real Property. (a) Neither the The Company nor any of and its Subsidiaries owns do not own, and have never owned, any real property. (b) Section 3.21(b)(i) of the Company Disclosure Letter contains a complete and accurate list of all of the existing material Leases for real property Except as of the date of this Agreement (such property, the “Leased Real Property”) including, with respect to each Lease, the name of the lessor and the date of the Lease and each amendment thereto. The Company has heretofore made available to Parent true, correct and complete copies of all Leases for real property (including all modifications, amendments, supplements and material waivers and side letters thereto). The Company and/or its Subsidiaries have and own valid leasehold estates in the Leased Real Property, free and clear of all Encumbrances other than Permitted Encumbrances except for such failures to own valid leaseholds that have not had and are not reasonably likely to result inwould not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Section 3.21(b)(ii, (i) of the Company Disclosure Letter contains a complete each material lease, sublease, license, occupancy agreement and accurate list of all of the existing Leases granting to any Person, other than agreement under which the Company or any of its Subsidiaries, any Subsidiaries uses or occupies or has the right to use or occupy, now or in the future, any of real property (the Leased “Real Property. The Leases are each in full force Property Leases”) is valid and effect against binding on the Company or subsidiary its Subsidiary that is party thereto and, to the Knowledge of the Company’s knowledge, against the each other parties party thereto, and is in full force and effect, subject to the Bankruptcy Enforceability Exceptions, (ii) all rent and Equity Exceptionother sums and charges payable by the Company or its Subsidiary party thereto as the tenant, subtenant or licensee thereunder are current, (iii) no termination event or condition or uncured default of a material nature on the part of the Company or its Subsidiary party thereto or, to the Knowledge of the Company, the landlord thereunder, exists under any Real Property Lease, (iv) the Company and each of its Subsidiaries has a good and valid leasehold, subleasehold or license interest in each parcel of real property leased, subleased or licensed by it, free and clear of all Liens, except Permitted Liens, (v) neither the Company nor any of its Subsidiaries party thereto has received written notice of any material breach pending, and to the Knowledge of the Company, there is no threatened, condemnation with respect to any property leased pursuant to any of the Real Property Leases neither the Company nor any of its Subsidiaries party thereto has subleased, licensed or default under, granted to any material Leasethird party a right to use or occupy all or any portion of any property subject to the Real Property Leases; and (vi) neither the Company nor any of its Subsidiaries party thereto has collaterally assigned or granted any security interest in any Real Property Lease (other than Permitted Liens).

Real Property. (a) Neither the Company nor any of its Subsidiaries owns any real property. (b) Section 3.21(b)(i3.17(a) of the Company Disclosure Letter Schedule contains a complete and accurate list of the addresses of all land, together with all buildings located thereon, and all easements and other rights and interests appurtenant thereto, owned by the Company or any Affiliate of the existing material Leases for real property Company (the “Owned Real Properties”). Except as disclosed in Section 3.17(a) of the date of this Agreement (such propertyCompany Disclosure Schedule, the “Leased Real Property”) including, with respect to each Lease, the name of the lessor and the date of the Lease and each amendment thereto. The Company has heretofore made available to Parent true, correct and complete copies of all Leases for real property (including all modifications, amendments, supplements and material waivers and side letters thereto). The Company and/or its Subsidiaries have and own valid leasehold estates in the Leased Real Property, free and clear of all Encumbrances other than Permitted Encumbrances except for such failures to own valid leaseholds that have as would not had and are not reasonably likely to result inhave, individually or in the aggregate, a Company Material Adverse Effect. , the Company or an Affiliate of the Company has good and marketable indefeasible fee simple title to each of the Owned Real Properties free and clear of all leases, rights to use or occupy, tenancies, options to purchase or lease, rights of first refusal, rights of first offer, claims, liens, charges, security interests or encumbrances of any nature whatsoever, except (A) leases to an Affiliate of the Company that the Company or an Affiliate of the Company may freely amend or terminate without the consent of any other person, (B) statutory liens securing payments not yet due or payable, (C) mortgages, or deeds of trust, security interest or other encumbrances on title related to Indebtedness reflected on the consolidated financial statements of the Company, and (D) Permitted Liens. (b) Section 3.21(b)(ii3.17(b) of the Company Disclosure Letter Schedule contains a complete and accurate list of all leases, subleases, licenses, concessions and other agreements (written or oral) pursuant to which the Company or any Affiliate of the existing Leases granting to Company holds any Person, interests in real property (other than Owned Real Property) with reference to the addresses for all such real property (the “Leased Real Properties”, and together with the Owned Real Properties, the “Real Properties”). Except as would not have, individually or in the aggregate, a Company Material Adverse Effect, (i) the Company or an Affiliate of the Company has good leasehold title with respect to each of the Leased Real Properties, subject only to (A) subleases to an Affiliate of the Company, (B) statutory liens securing payments not yet due or payable, (C) Easements, covenants, conditions, restrictions and other similar matters of record that do not materially affect the continued use of the property for the purposes for which the property is currently being used, and (D) Permitted Liens; (ii) to the knowledge of the Company, each lease of the Leased Real Properties is the legal, valid, binding obligation of the Company or an Affiliate of the Company, in full force and effect and enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, and principles of equity affecting creditors’ rights and remedies generally; (iii) neither the Company nor, to the knowledge of the Company, any Affiliate of the Company nor any other party of any of such leases, is in breach or default under any such lease, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach or default, or permit the termination, modification or acceleration of rent under such lease; and (iv) the Company or any of its SubsidiariesAffiliates has not subleased, licensed or otherwise granted any person the right to use or occupyoccupy any Leased Real Property or any portion thereof. (c) The Real Properties comprise all of the real property used or being developed for use, now or otherwise related to, the business conducted by the Company and its Affiliates. The buildings, structures, improvements, fixtures, building systems and equipment included in the futureReal Property (the “Improvements”) are, any in all material respects, generally in good condition and repair (taken as a whole), ordinary wear and tear excepted, and sufficient for the operation of the Leased Real Property. The Leases are each in full force and effect against business of the Company or subsidiary party thereto andits Affiliates, to the Company’s knowledgeas applicable, against the other parties thereto, subject to the Bankruptcy and Equity Exception, and neither the Company nor any of its Subsidiaries has received written notice of any in all material breach of or default under, any material Leaserespects consistent with past practice.

Real Property. (a) Neither the Company nor any of its Subsidiaries owns any real property. (b) Section 3.21(b)(i5.13(b) of the Company Disclosure Letter contains a true and complete and accurate list list, as of the date of this Agreement, of all of the existing material Leases for real property leased or subleased, and the location of such premises, by the Company or any of its Subsidiaries, as of the date of this Agreement (such propertycollectively, the “Company Leased Real Property”) including; and the leases (including all amendments, extensions, renewals, guaranties and other agreements with respect to each Leasethereto) demising the Company Leased Real Property, the name of the lessor and the date of the Lease and each amendment thereto“Company Leases”). The Company has heretofore made available to Parent a true, correct and complete copies copy of all Leases for real property (including all modificationseach Company Lease. To the Knowledge of the Company, amendmentsexcept as would not have a Company Material Adverse Effect, supplements and material waivers and side letters thereto). The the Company and/or or one of its Subsidiaries have has a good and own valid leasehold estates or subleasehold interest in the each material Company Leased Real Property, Property free and clear of all Encumbrances Liens (other than Permitted Encumbrances except for such failures to own valid leaseholds that have not had Liens) and are not reasonably likely to result in, individually or in the aggregate, a each Company Material Adverse Effect. Section 3.21(b)(ii) of the Company Disclosure Letter contains a complete and accurate list of all of the existing Leases granting to any Person, other than the Company or any of its Subsidiaries, any right to use or occupy, now or in the future, any of the Leased Real Property. The Leases are each Lease is in full force and effect, except that as enforceability thereof may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or other similar Laws now or hereafter in effect against relating to creditors’ rights generally, and (ii) general principles of equity (regardless of whether enforceability is considered in a proceeding at Law or in equity). (c) To the Company or subsidiary party thereto and, to Knowledge of the Company’s knowledge, against the other parties thereto, subject to the Bankruptcy and Equity Exception, and neither the Company nor any of its Subsidiaries Subsidiaries, nor, any other party under any Company Lease, is in material default under any Company Lease, and no event has received written occurred that, with notice or lapse of time or both, would constitute a material default of any material breach of or default under, any material Company Lease. (d) To the Knowledge of the Company, the Company or one of its Subsidiaries, as applicable, have obtained all certificates of occupancy and other permits or approvals required with respect to the use and occupancy of the Company Leased Real Property, except where a failure to obtain any such material permits or approvals would not have a Company Material Adverse Effect.

Real Property. (a) Neither Schedule 4.8(a) sets forth the Company nor address and/or location and the use within the System of each parcel of Owned Real Property. The Cable Venture or Cable Corp., as the case may be, (i) has good, marketable and insurable fee simple title to each such parcel of Owned Real Property and all buildings, structures and other improvements thereon, in each case free and clear of all Liens other than Permitted Liens, and (ii) has not leased or otherwise granted to any Person the right to use or occupy such Owned Real Property (other than Permitted Liens), and there are no outstanding options, rights of its Subsidiaries owns any real propertyfirst offer or rights of first refusal to purchase such Owned Real Property. (b) Section 3.21(b)(iAll leases, subleases, licenses and other agreements (written or oral) of the under which either Company Disclosure Letter contains a complete and accurate list of all of the existing material Leases for real property holds any Leased Real Property (“Leases”) as of the date of this Agreement (or the date otherwise set forth in such property, the “Leased Real Property”Schedule) including, with respect to are set forth on Schedule 4.8(b). True and correct copies of each such Lease, the name of the lessor and the date of the Lease and each amendment including all effective amendments thereto. The Company has heretofore , have been made available to Parent truethe Buyer. Each Company is in compliance with the terms and conditions of such Leases to which it is a party, correct and complete copies of all Leases for real property (including all modifications, amendments, supplements and material waivers and side letters thereto). The Company and/or its Subsidiaries have and own valid leasehold estates in the Leased Real Property, free and clear of all Encumbrances other than Permitted Encumbrances except for such failures to own valid leaseholds any failure of compliance that have has not had caused and are would not reasonably likely be expected to result in, individually or in the aggregate, cause a Company Material Adverse Effect. Section 3.21(b)(ii) With respect to each of the Company Disclosure Letter contains a complete and accurate list of all Leases: except as set forth on Schedule 4.8(b), (i) such Lease is (or, in the case of the existing Leases granting to any PersonCable Venture, other than the Company or any of its Subsidiaries, any right to use or occupy, now or in the future, any upon entry of the Leased Real Property. The Leases are each Confirmation Order will be) legal, valid, binding, enforceable and in full force and effect; (ii) after giving effect to the Confirmation Order, the Transactions do not require the consent of any other party to such Lease, will not result in a breach of or default under such Lease, or otherwise cause such Lease to cease to be legal, valid, binding, enforceable and in full force and effect against following the Company or subsidiary party thereto Closing; (iii) neither of the Companies and, to the Company’s knowledgeCompanies’ Knowledge, against the no other parties thereto, subject party to the Bankruptcy and Equity ExceptionLease, is in breach or default in any material respect under such Lease, and neither to the Company nor any Companies’ Knowledge, no event has occurred or circumstance exists which, with the delivery of its Subsidiaries notice, the passage of time or both, would constitute such a breach or default, or permit the termination or modification of such Lease or acceleration of rent under such Lease; (iv) no security deposit or portion thereof deposited with respect to such Lease has received written notice been applied in respect of any material a breach of or default underunder such Lease which has not been redeposited in full; (v) upon entry of the Confirmation Order neither of the Companies will owe any brokerage commissions or finder’s fees with respect to such Lease; (vi) the Companies have not subleased, licensed or otherwise granted any material Person the right to use or occupy such Leased Real Property or any portion thereof, other than Permitted Liens ; (vii) the Companies have not collaterally assigned or granted any other security interest in such Lease or any interest therein; and (viii) upon entry of the Confirmation Order there will be no Liens on the estate or interest created by such Lease, other than Permitted Liens.

Real Property. (a) The Company and the Company Entities have good and valid title to, or a valid leasehold interest in, or sufficient other rights to operate the Company in the ordinary course with respect to, the Real Property, in each case free and clear of all Liens, except for Permitted Encumbrances. (b) Schedule 4.10(b) sets forth a complete and correct list of material Real Property Agreements. Except as set forth in Schedule 4.10(b): (i) each Real Property Agreement is a valid, binding and enforceable obligation of the Company Entity party thereto, and to the Knowledge of Swan Sponsor and the Company, the other parties thereto, and is in full force and effect according to its terms, except as such enforceability and the availability of certain rights and remedies provided for therein may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors' rights, by principles of equity limiting the availability of equitable remedies or the extent to which equitable defenses may be raised, and by other laws and judicial decisions limiting the enforceability of remedial, waiver or other provisions; (ii) the Company is not in default or breach under any Real Property Agreement in any material respect and, to the Knowledge of Swan Sponsor and the Company, no other party thereto is in default or breach under such Real Property Agreement in any material respect; (iii) there are no claims affecting any Real Property Agreement of which Swan Sponsor, the Company or any Company Entity has received written notice, and no Person has given written notice to the Company or any Company Entity of such party's intent to terminate any Real Property Agreement; (iv) no event has occurred that with or without the giving of notice or lapse of time, or both, may conflict with or result in a violation or breach of, or give any Person the right to exercise any remedy under or accelerate the maturity or performance of, or cancel, terminate or modify, any Real Property Agreement; (v) as of the Closing Date, all rent, royalty and all other payments or portion thereof then due and payable by the Company or any Company Entity under any Real Property Agreement have been paid in full through the Closing Date; (vi) neither the Company nor any Company Entity is currently participating in any discussions or negotiations regarding termination or material modification or amendment of any material Real Property Agreement; and (vii) the Real Property Agreements and the Real Property constitute all rights in real property necessary to permit the operation of the Swan Facilities as a whole substantially as the Swan Facilities, and each of them, have been operated on or before the date hereof. (c) Neither the Company nor any Company Entity has received written notice of, nor to the Company's Knowledge, is there any (i) violation of its Subsidiaries owns any real propertyapplicable zoning ordinance or other law, regulation or requirement of any Governmental Authority relating to the Real Property or operation of the Swan Facilities, or (ii) action, suit or proceeding (including condemnation proceeding) threatened against the Real Property or any portion thereof. Neither Swan Sponsor, nor any Company Entity has received written notice of any special assessments affecting any of the Real Property for which any Company Entity is liable. (bd) Section 3.21(b)(i) The Company and the Company Entities own or have right of possession or use of all tangible personal property used by the Company or the Company Entities in the operation of the Company Disclosure Letter contains a complete and accurate list of all of the existing material Leases for real property as of the date of this Agreement (such property, the “Leased Real Property”) including, with respect to each Lease, the name of the lessor and the date of the Lease and each amendment thereto. The Company has heretofore made available to Parent true, correct and complete copies of all Leases for real property (including all modifications, amendments, supplements and material waivers and side letters thereto). The Company and/or its Subsidiaries have and own valid leasehold estates Swan Facilities in the Leased Real Propertyordinary course as presently conducted, free and clear of all Encumbrances other than Permitted Encumbrances except Encumbrances. All such tangible personal property is in all material respects adequate for such failures to own valid leaseholds that have not had the uses for which it is currently used and are not is in reasonably likely to result in, individually or in the aggregate, a Company Material Adverse Effect. Section 3.21(b)(ii) of the Company Disclosure Letter contains a complete and accurate list of all of the existing Leases granting to any Person, other than the Company or any of its Subsidiaries, any right to use or occupy, now or in the future, any of the Leased Real Property. The Leases are each in full force and effect against the Company or subsidiary party thereto and, to the Company’s knowledge, against the other parties thereto, good operating condition (subject to the Bankruptcy (i) normal wear and Equity Exceptiontear, routine maintenance and repairs, and neither (ii) casualty and condemnation events occurring after the Company nor any date of its Subsidiaries has received written notice of any material breach of or default under, any material Leasethis Agreement).

Real Property. (a) Neither the Company nor any of its Subsidiaries owns any real property. (b) Section 3.21(b)(i4.20(a) of the Company Disclosure Letter Schedule contains a complete and accurate correct list of all the Owned Real Property (including the street address of the existing material Leases for real property as each parcel of the date of this Agreement (such property, the “Leased Owned Real Property”) including, with respect to each Lease, the name of the lessor and the date of the Lease and each amendment thereto. The Company has heretofore made available to Parent true, correct and complete copies of all Leases for real property (including all modifications, amendments, supplements and material waivers and side letters thereto). The Company and/or its Subsidiaries have and own valid leasehold estates in the Leased Real Property, free and clear of all Encumbrances other than Permitted Encumbrances except for such failures to own valid leaseholds that have Except as has not had and are would not reasonably likely be expected to result inhave, individually or in the aggregate, a Company Material Adverse Effect. , (i) the Company or one or more of the Company Subsidiaries has good and marketable fee simple title to the Owned Real Property free and clear of any and all Liens, other than Permitted Liens and (ii) 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 Owned Real Property or any portion thereof or interest therein. (b) Section 3.21(b)(ii4.20(b) of the Company Disclosure Letter Schedule contains a complete and accurate correct list of all of the existing Leases granting to any Person, other than the Company or any of its Subsidiaries, any right to use or occupy, now or in the future, any of the Leased Real Property, including with respect to such Leased Real Property the date of such lease or sublease and any material amendments thereto and the street address of such Leased Real Property. The Leases Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (i) each of the Company and the Company Subsidiaries, as applicable, has good leasehold title to the Leased Real Property, free and clear of any Liens, other than Permitted Liens and (ii) all leases and subleases for the Leased Real Property are each valid and in full force and effect against the Company or subsidiary party thereto and, except to the Company’s knowledge, against the other parties thereto, subject to the Bankruptcy and Equity Exception, extent they have previously expired or terminated in accordance with their terms and neither the Company nor any of its the Company 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 under the provisions of, any lease or sublease for Leased Real Property. Neither the Company nor any of the Company Subsidiaries has entered into with any other Person any sublease, license or other agreement that is material to the Company and the Company Subsidiaries, taken as a whole, and that relates to the use or occupancy of all or any portion of the Leased Real Property. (c) The Owned Real Property and the Leased Real Property constitute all real property currently used in connection with the business of the Company and the Company Subsidiaries and which are necessary for the continued operation of the business as the business is currently conducted. Except as would not materially affect the ability of the Company and the Company Subsidiaries, 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 Owned Real Property or the Leased Real Property. Neither the Company nor any of the Company Subsidiaries has received written notice of any material breach pending, and to the Knowledge of the Company there is no threatened, condemnation proceeding with respect to any of the Owned Real Property or default underthe Leased Real Property. (d) Except as would not materially affect the ability of the Company and the Company Subsidiaries, any material Leasetaken as a whole, to operate their business as currently conducted, each of the structures, equipment and other tangible assets of the Company and the Company Subsidiaries 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 purposes for which it is presently being used.

Real Property. (a) Neither the Company nor any of its Subsidiaries owns any real property. (b) Section 3.21(b)(iSchedule 3.13(a) of the Company Seller Disclosure Letter contains sets forth, as of the date hereof, a complete and accurate list as of the date hereof of all of the existing material Leases for real property as of owned by any Asset Selling Entity used primarily in the date of this Agreement (such property, the “Leased Real Property”) including, with respect to each Lease, the name of the lessor and the date of the Lease and each amendment theretoBusiness or owned by any Conveyed Company. The An Asset Selling Entity or a Conveyed Company has heretofore made available title in fee simple (or its equivalent under applicable Law) to Parent true, correct and complete copies of all Leases for real property (including all modifications, amendments, supplements and material waivers and side letters thereto). The Company and/or its Subsidiaries have and own valid leasehold estates in the Leased Real Property, free and clear of all Encumbrances Liens other than Permitted Encumbrances Liens and Liens that will be released at or prior to the Closing. (b) Schedule 3.13(b) of the Seller Disclosure Letter sets forth a list as of the date hereof of each lease of real property of the Conveyed Companies. True, correct and complete copies of all leases set forth on Schedule 2.2(a)(i) and Schedule 3.13(b) of the Seller Disclosure Letter which, in each case, entail an annual rental payment in excess of $500,000, have been made available to Purchaser. Each Real Property Lease is binding and in full force and effect in accordance with its terms with respect to the Asset Selling Entity or Conveyed Company party thereto and, to the Knowledge of Seller, each other party thereto and there exists no breach, default or event of default (or occurrence or event that with notice or lapse of time or both would result in a breach, default or event of default) by the applicable Asset Selling Entity or Conveyed Company or, to the Knowledge of Seller, any other party to any such lease, except for such failures to own valid leaseholds that have not had and are not reasonably likely to result inas would not, individually or in the aggregate, be reasonably expected to be material to the Business, the Conveyed Companies and the Purchased Assets, taken as a whole. Except as would not, individually or in the aggregate, be reasonably expected to be material to the Business, the Conveyed Companies and the Purchased Assets, taken as a whole, as of the date hereof, no Asset Selling Entity or Conveyed Company Material Adverse Effect. Section 3.21(b)(iihas given to or received from any other Person any written notice (i) regarding any actual, alleged, possible, or potential breach of, or default under, any Real Property Lease or (ii) announcing or threatening termination or cancellation of any Real Property Lease. (c) Except as set forth on Schedule 3.13(c) of the Company Seller Disclosure Letter contains a complete and accurate list of all of the existing Leases granting to any Personor as would not, other than the Company or any of its Subsidiaries, any right to use or occupy, now individually or in the futureaggregate, be reasonably expected to be material to the Business, the Conveyed Companies and the Purchased Assets, taken as a whole (i) there are no condemnation or eminent domain proceedings or compulsory purchase pending or, to the Knowledge of Seller, threatened that would interfere with the present use of the real property subject thereto in the Business of the Transferred Real Property, and (ii) no Asset Selling Entity or Conveyed Company has leased, subleased or licensed any Transferred Real Property to any Person or entered into any Contract or obligation with respect thereto. No Conveyed Company is obligated under any Contract to purchase any real property or interest therein in excess of $1,000,000. The Asset Selling Entities and Conveyed Companies have valid leasehold interests in all of the Leased Real Property. The Leases are each , except where the failure to have such valid leasehold interests would not, individually or in full force and effect against the Company or subsidiary party thereto andaggregate, be reasonably expected to be material to the Company’s knowledgeBusiness, against the other parties theretoConveyed Companies and the Purchased Assets, subject to the Bankruptcy and Equity Exception, and neither the Company nor any of its Subsidiaries has received written notice of any material breach of or default under, any material Leasetaken as a whole.

Real Property. (a) Neither A correct and complete list, in all material respects, of all real property owned by the Company nor or any of its Subsidiaries owns any real property. as of the date hereof (bcollectively, the “Owned Real Property”) is disclosed in Section 3.21(b)(i3.17(a) of the Company Disclosure Letter contains Letter. As of the date hereof, except as would not have a complete Company Material Adverse Effect, (i) the Company or one of its Subsidiaries has good and accurate list of valid fee simple title to all of the existing material Leases for real property as of the date of this Agreement (such property, the “Leased Real Property”) including, with respect to each Lease, the name of the lessor and the date of the Lease and each amendment thereto. The Company has heretofore made available to Parent true, correct and complete copies of all Leases for real property (including all modifications, amendments, supplements and material waivers and side letters thereto). The Company and/or its Subsidiaries have and own valid leasehold estates in the Leased Owned Real Property, free and clear of all Encumbrances Liens, other than Permitted Encumbrances except for such failures Liens, (ii) there are no existing, pending, or, to own valid leaseholds that have not had and are not reasonably likely to result in, individually or in the aggregate, a Company Material Adverse Effect. Section 3.21(b)(ii) Knowledge of the Company Disclosure Letter contains a complete and accurate list of all of the existing Leases granting to Company, threatened condemnation, eminent domain or similar proceedings affecting any PersonOwned Real Property, other than (iii) either the Company or any one of its Subsidiaries, any right to use or occupy, now or Subsidiaries is in the future, any possession of the Leased Owned Real Property. The Leases are each in full force and effect against the Company or subsidiary party thereto and, to the Company’s knowledge, against the other parties thereto, subject to the Bankruptcy and Equity Exception, Property and neither the Company nor any of its Subsidiaries has leased, subleased, licensed or otherwise granted to any Person the right to use or occupy any Owned Real Property or any portion thereof and (iv) except for Permitted Liens, neither the Company nor any Subsidiary has granted any outstanding options, rights of first refusal, rights of first offer, or similar rights, or entered into any written agreement granting any Person any right to purchase all or a material portion of the Owned Real Property. (b) A correct and complete list, in all material respects, as of the date hereof, of (i) all material real property leased, subleased, licensed or otherwise occupied (whether as a tenant, subtenant or pursuant to other occupancy arrangements), in which either of the Company or any of its Subsidiaries has a leasehold interest, license or similar occupancy rights, other than any Client Facility Property (collectively, including the improvements thereon, the “Material Leased Real Property”) and (ii) the agreements pursuant to which the Material Leased Real Property is leased, subleased, licensed, or occupied, together with all material modifications, amendments, supplements, replacements, restatements, waivers, side letters and guaranties thereto or thereof (collectively, the “Material Real Property Leases” and individually, each a “Material Real Property Lease”) is set forth in Section 3.17(b) of the Company Disclosure Letter. Except as would not have a Company Material Adverse Effect, the Company has provided Parent and Merger Sub access to true and correct copies of the Material Real Property Leases. (c) As of the date hereof, except as would not have a Company Material Adverse Effect, (i) the Company or its Subsidiaries have good and valid leasehold or subleasehold (as applicable) title to each Material Leased Real Property, free and clear of all Liens, except Permitted Liens, (ii) either the Company or one of its Subsidiaries is in possession of each Material Leased Real Property and has not leased, subleased, licensed or otherwise granted to any Person the right to use or occupy any Material Leased Real Property, and (iii) each Material Real Property Lease is valid, legally binding, enforceable and in full force and effect in accordance with its terms. (d) As of the date hereof, except as would not have a Company Material Adverse Effect, (i) neither the Company nor any of its Subsidiaries nor any other counterparty has received any written communication from, or given any written communication to, any other party to a lease for the Material Leased Real Property to which the Company or a Subsidiary is a party, alleging that the Company or any of its Subsidiaries or such other party, as the case may be, is in default under such lease which default has not been cured, and (ii) to the Knowledge of the Company, no event has occurred, which, with notice, lapse of time or both, would constitute a breach or event of default by any of the Company, its Subsidiaries or any other counterparty thereunder. Neither the Company nor any Subsidiary has exercised any option or right to terminate any Material Real Property Lease or to purchase the real property subject to any Material Real Property Lease other than as set forth in a written notice or other document included in the Material Real Property Leases. (e) Except as would not have a Company Material Adverse Effect, all improvements and building systems in respect of any material breach of or default underthe Owned Real Property and Material Leased Real Property are in good operating condition, any material Leasesubject to ordinary wear and tear.

Real Property. (a) Neither the Company nor any of its Subsidiaries owns any real property. (b) Section 3.21(b)(i4.13(a) of the Company Disclosure Letter contains a sets forth, with respect to each parcel of the Company Leased Real Property existing as of the date hereof, the Contracts which provide the Company with rights to lease, sublease, license, use or otherwise occupy such parcel of the Company Leased Real Property as of the date hereof, including any amendments or modifications thereto (all such Contracts, together with the Contracts that provide the Company with rights to lease, sublease, license, use or otherwise occupy the Company Leased Real Property as of the Closing Date, including any amendments or modifications thereto, collectively, the “Company Leases”), the address (or other identifying description) of such parcel and the identity of the lessor, lessee and current occupant (if different from lessee) of such parcel. True, correct and complete and accurate list copies of all Company Leases existing as of the date hereof have been provided to Parent. The Company (i) has a valid and binding leasehold interest in, and enjoys peaceful and undisturbed possession of, each parcel of the Company Leased Real Property existing material Leases for real property as of the date of this Agreement and (such property, ii) will have a valid and binding leasehold interest in each parcel of the “Company Leased Real Property”) including, with respect to each Lease, the name Property that will exist as of the lessor and the date of the Lease and Closing Date, in each amendment thereto. The Company has heretofore made available to Parent true, correct and complete copies of all Leases for real property (including all modifications, amendments, supplements and material waivers and side letters thereto). The Company and/or its Subsidiaries have and own valid leasehold estates in the Leased Real Propertycase, free and clear of all Encumbrances Liens, other than Permitted Encumbrances except for Liens. (b) With respect to each Company Lease, neither the applicable Company Entity nor, to the knowledge of the Company, any counterparty thereto is in default thereunder in any material respect, and there are no events which with the passage of time or notice, or both, would constitute a material default thereunder on the part of such failures Company Entity, or, to own valid leaseholds that have not had the knowledge of the Company, any other party thereto. The Company Leased Real Property is in compliance in all material respects with all laws, rules, regulations and are not reasonably likely ordinances related to result inthe business as it is currently conducted on such Company Leased Real Property. Except as otherwise indicated on Section 4.13(b) of the Company Disclosure Letter, individually no Company Entity has subleased or granted to a third party any right to use or occupy all or any portion of the Company Leased Real Property other than in the aggregateordinary course of business. (c) To the knowledge of the Company, a there are no eminent domain or similar Proceedings pending or threatened in writing affecting all or any material portion of the Company Material Adverse EffectLeased Real Property. To the knowledge of the Company, there is no writ, injunction, decree, order or judgment outstanding, nor any action claim, suit or other Proceeding pending or threatened in writing, relating to the ownership, lease, use, occupancy or operation by any Person of the Company Leased Real Property. The buildings, improvements and structures located on the Company Leased Real Property are in good operating condition and repair. (d) Section 3.21(b)(ii4.13(d) of the Company Disclosure Letter contains a complete sets forth the address (or other identifying description) and accurate list the identity of the fee owner of each parcel of Company Owned Real Property. A Company Entity has good and marketable fee simple title in and to each parcel of the Company Owned Real Property, including all of the existing Leases granting to any Personbuildings and improvements thereon, free and clear of all Liens, other than the Permitted Liens. There are no outstanding options, rights of first offer or rights of first refusal to purchase any Company Owned Real Property or any portion thereof or interest therein. Other than pursuant to easements of its Subsidiariesrecord, no Company Entity has leased or granted any right to use or occupy, now occupy all or in the future, any portion of the Leased Company Owned Real PropertyProperty to a third party, whether as tenants, subtenants, trespassers or otherwise. The Leases are each There is no condemnation or other Proceeding in full force and effect against the Company or subsidiary party thereto andeminent domain, pending or, to the knowledge of the Company’s knowledge, against threatened, affecting the Company Owned Real Property or any portion thereof or interest therein. There is no writ, injunction, decree, order or judgment outstanding, nor any action, claim, suit or other parties theretoProceeding pending or, subject to the Bankruptcy and Equity Exceptionknowledge of the Company, and neither threatened, relating to the ownership, lease, use, occupancy or operation by any Person of the Company nor any of its Subsidiaries has received written notice of any material breach of or default under, any material LeaseOwned Real Property.

Real Property. (a) Neither the The Company nor does not have and has not ever had any of its Subsidiaries owns any real propertyOwned Real Property. (b) Section 3.21(b)(iSchedule 5.18(b) of the Company Disclosure Letter contains a true, correct and complete and accurate list of all of the existing material Leases for real property list, as of the date of this Agreement (such propertyAgreement, of all Leases, including the “address of each Leased Real Property”) including, with respect to each Lease. As of the date hereof, the name Leased Real Property identified on Schedule 5.18(b) of the lessor and the date Company Disclosure Letter comprise all of the Lease real property used or otherwise related to, the business of the Company and each amendment theretoits Subsidiaries as it is currently conducted. Neither the Company nor any Subsidiary of the Company is party to any agreement or option to purchase or sell any Leased Real Property or interest therein. (c) The Company has heretofore made available to Parent SPAC true, correct and complete copies of all Leases for real property the leases, subleases, licenses, occupancy agreements, or any other contracts (including all material modifications, amendments, supplements and material guarantees, supplements, waivers and side letters thereto). The Company and/or its Subsidiaries have and own valid leasehold estates in the Leased Real Property, free and clear of all Encumbrances other than Permitted Encumbrances except for such failures ) pursuant to own valid leaseholds that have not had and are not reasonably likely to result in, individually or in the aggregate, a Company Material Adverse Effect. Section 3.21(b)(ii) of the Company Disclosure Letter contains a complete and accurate list of all of the existing Leases granting to any Person, other than which the Company or any of its Subsidiaries, any right Subsidiaries occupy (or have been granted an option to use or occupy, now or in the future, any of ) the Leased Real PropertyProperty or is otherwise a party with respect to the Leased Real Property (the “Leases”). The Leases are Company or one of its Subsidiaries has a valid and subsisting leasehold or subleasehold estate in, and enjoys peaceful and undisturbed possession of, all Leased Real Property, subject only to Permitted Liens. With respect to each Lease, (i) such Lease is valid, binding and enforceable and in full force and effect against the Company or subsidiary party thereto one of its Subsidiaries and, to the Company’s knowledge of the Company knowledge, against the other parties party thereto, subject to the Bankruptcy Enforceability Exceptions, (ii) each Lease has not been materially amended or modified except as reflected in the modifications, amendments, supplements, waivers and Equity Exceptionside letters made available to SPAC, (iii) neither the Company nor one of its Subsidiaries has received or given any written notice of material default or material breach under any of the Leases and to the knowledge of the Company, neither the Company nor its Subsidiaries has received oral notice of any material default that has not been cured within the applicable cure period, (iv) as of the date of this Agreement, the Company has not received written notice from any Governmental Authority regarding intent to modify, suspend or revoke any Lease, and neither (v) there does not exist under any Lease any event or condition which, with notice or lapse of time or both, would become a material default by the Company or one of its Subsidiaries or, to the knowledge of the Company, the other party thereto. (d) Neither the Company nor its Subsidiaries subleases or grants any other Person the right to use or occupy Leased Real Property (and no such agreement is currently in effect). Neither the Company nor its Subsidiaries has collaterally assigned or granted any other security interest in the Leased Real Property or any interest therein which is still in effect. Neither the Company nor any of its Subsidiaries has received written notice of any is in material breach of default or default underviolation of, or not in compliance with, any material legal requirements applicable to its occupancy of the Leased Real Property. No construction or expansion is currently being performed or is planned by the Company or its Subsidiaries (or to the knowledge of the Company, by and other party to any Lease) at any Leased Real Property that is expected to result in liability to the Company or any of its Subsidiaries (including in the aggregate) after the date of this Agreement in excess of $500,000.

Real Property. (a) Neither the Private Company nor any of its Subsidiaries owns any real property. (b) Section 3.21(b)(i4.9(b) of the Private Company Disclosure Letter contains Schedule sets forth a complete and accurate list of all of the existing material Leases for real property as of the date of this Agreement of all leases, subleases or licenses pursuant to which the Company or any of its Subsidiaries leases, , licenses or is otherwise granted a right of use or occupancy of, any real property material to the conduct of the business of the Company and its Subsidiaries, taken as a whole, as currently conducted, from any Person other than Private Company or any of its Subsidiaries (such propertyas amended through the date of this Agreement, the “Leased Real PropertyPrivate Company Leases”) including, with respect to each Lease, and the name location of the lessor and premises subject thereto (the date of the Lease and each amendment thereto. The “Private Company has heretofore made available to Parent true, correct and complete copies of all Leases for real property (including all modifications, amendments, supplements and material waivers and side letters theretoLeased Properties”). The Private Company and/or Leases have not been amended, modified or supplemented in any material respect except as expressly set forth in Section 4.9(b) of the Private Company Disclosure Schedule. Neither Private Company nor any of its Subsidiaries have and own valid leasehold estates nor, to Private Company’s Knowledge, any other party to any Private Company Lease is in default under any of the Leased Real PropertyPrivate Company Leases, free and clear except where the existence of all Encumbrances other than Permitted Encumbrances except for such failures to own valid leaseholds that have not had and are not reasonably likely to result indefaults, individually or in the aggregate, is not reasonably likely to have a Private Company Material Adverse Effect. Section 3.21(b)(ii) Except as is not reasonably likely to have a Private Company Material Adverse Effect, assuming good fee title to the Private Company Leased Properties is vested in each of the Company Disclosure Letter contains a complete lessors thereof, and accurate list of all subject to any Permitted Liens affecting the leasehold interest of the existing Leases granting Private Company and its Subsidiaries in the Private Company Leased Property, the Private Company and its Subsidiaries have valid and enforceable leasehold interests in the Private Company Leased Properties, unencumbered by any Liens. Except as is not reasonably likely to have a Private Company Material Adverse Effect, to Private Company’s Knowledge, (i) no event has occurred or condition exists that with the passage of time is likely to result in any Person, other than the default of Private Company or any of its Subsidiaries, any right to use or occupy, now or in the future, Subsidiaries under any of the Leased Real Property. The Leases are each in full force and effect against the Private Company or subsidiary party thereto and, to the Company’s knowledge, against the other parties thereto, subject to the Bankruptcy and Equity ExceptionLeases, and neither (ii) the Private Company Leased Properties, and the business activities of Private Company and its Subsidiaries at the Private Company Leased Properties, are in compliance with the material terms and conditions of the Private Company Leases, and (iii) the Private Company Leased Properties are otherwise in good operating condition and repair as of the date of this Agreement, ordinary wear and tear excepted. Neither Private Company nor any of its Subsidiaries leases, subleases or licenses any real property to any Person other than Private Company and its Subsidiaries. Private Company has received written notice made available to Public Company complete and accurate copies of any material breach of or default under, any material Leaseall Private Company Leases.

Real Property. (a) Neither Except as would not constitute a Material Adverse Effect, as of the date of this Agreement, the Company nor or one of its Subsidiaries has good and valid title to all real property owned by the Company or any of its Subsidiaries owns (the “Owned Real Property”), free and clear of all Liens (other than Permitted Liens). Section 4.15(a) of the Company Disclosure Letter sets forth, as of the date of this Agreement, a list of the Owned Real Property. As of the date of this Agreement 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. There are no outstanding options or other rights of first refusal in favor of any real propertyother party to purchase the Owned Real Property or any interest therein. (b) Section 3.21(b)(i4.15(b) of the Company Disclosure Letter contains sets forth a complete and accurate list of all of the existing material Leases for real property as of the date of this Agreement (such property, the “Leased Real Property”) including, with respect to each Lease, the name of the lessor and the date of the Lease and each amendment thereto. The Company has heretofore made available to Parent true, correct and complete copies of all Leases for real property (including all modifications, amendments, supplements and material waivers and side letters thereto). The Company and/or its Subsidiaries have and own valid leasehold estates in the Leased Real Property, free and clear of all Encumbrances other than Permitted Encumbrances except for such failures to own valid leaseholds that have not had and are not reasonably likely to result in, individually or in the aggregate, a Company Material Adverse Effect. Section 3.21(b)(ii) of the Company Disclosure Letter contains a complete and accurate list of all of the existing Leases granting to any Personleases, subleases and other than agreements under which the Company or any of its Subsidiaries, any Subsidiaries uses or occupies or has the right to use or occupy, now or in the future, any of real property (the Leased “Real PropertyProperty Leases”). The Company has heretofore delivered to Acquiror true, correct and complete copies of all Real Property Leases are (including all modifications, amendments, supplements, waivers and side letters thereto). Except for matters that have not had and would not reasonably be expected to result in a Material Adverse Effect, (i) each Real Property Lease is valid, binding and in full force and effect against effect, (ii) no termination event or condition or uncured default on the part of the Company or subsidiary party thereto and, to the Company’s knowledge, against the other parties thereto, subject to the Bankruptcy and Equity Exception, and neither the Company nor any of its Subsidiaries or, to the Knowledge of the Company, the landlord thereunder exists under any Real Property Lease, (iii) the Company or its applicable Subsidiary has a good and valid leasehold interest in each parcel of real property leased by it free and clear of all Liens, except for (A) those reflected or reserved against in the balance sheet of the Company as of June 30, 2014, and included in the Filed SEC Documents and (B) Permitted Liens, and (iv) since January 1, 2011, the Company has not received written notice of any material breach pending, and, to the Knowledge of or default underthe Company, there is no threatened, condemnation with respect to any material Leaseproperty leased pursuant to any of the Real Property Leases.

Real Property. (a) Neither With respect to each Real Property Lease, to the Company Knowledge of the ▇▇▇▇▇▇▇▇ Parties, (i) the Person that is the lessee, sublessee or licensee thereunder (the “Tenant”) has not subleased or licensed any of the Leased Real Property or given any third Person any license or other right to occupy any portion of the Leased Real Property; (ii) neither the Tenant nor any other party to the Real Property Lease has waived any term or condition thereof, and all covenants to be performed to date by the Tenant and, to the Knowledge of its Subsidiaries owns the ▇▇▇▇▇▇▇▇ Parties, all other parties to thereto, have been performed; (iii) the Tenant has not collaterally assigned or granted any real propertysecurity interest in the Real Property Lease or any interest therein; and (iv) the Tenant is not obligated under or a party to, any option, right of first refusal or other contractual right to purchase any Leased Real Property or any portion thereof or interest therein. (b) Section 3.21(b)(iA true and complete list of: (i) of the Company Disclosure Letter contains a complete and accurate list of all of the existing material Leases for real property as of the date of this Agreement that is owned by any ERC Company (such property, the “Leased Owned Real Property”) includingis set forth on Part 5.16(b)(i) of the ▇▇▇▇▇▇▇▇ Disclosure Schedule, including in each case (A) the street address or other reasonable descriptor of the property and (B) the name of the ERC Company that owns such property; and (ii) all real property that is managed by an ERC Company, or at which any business is managed by any ERC Company, in each case pursuant to a Management Agreement (the “Managed Real Property”) is set forth on Part 5.16(b)(ii) of the ▇▇▇▇▇▇▇▇ Disclosure Schedule, including in each case (A) the street address or other reasonable descriptor of the property, (B) the name of the owner of such property and (C) the ERC Company that manages such property. (c) With respect to each parcel of Owned Real Property, the ERC Company identified on Part 5.16(b)(i) of the ▇▇▇▇▇▇▇▇ Disclosure Schedule as the owner of such parcel (i) is the sole owner of such parcel, and (ii) holds good, marketable and insurable title to such parcel free and clear of all Liens, other than the Project Debt and matters set forth on the Title Policies. To the Knowledge of the ▇▇▇▇▇▇▇▇ Parties, with respect to each Lease, the name parcel of the lessor and the date of the Lease and each amendment thereto. The Company has heretofore made available to Parent true, correct and complete copies of all Leases for real property (including all modifications, amendments, supplements and material waivers and side letters thereto). The Company and/or its Subsidiaries have and own valid leasehold estates in the Leased Managed Real Property, free and clear of all Encumbrances other than Permitted Encumbrances except for such failures to own valid leaseholds that have not had and are not reasonably likely to result in, individually or in the aggregate, a Company Material Adverse Effect. Section 3.21(b)(iiPerson identified on Part 5.16(b)(ii) of the Company ▇▇▇▇▇▇▇▇ Disclosure Letter contains a complete and accurate list Schedule as the owner of all such parcel is the sole owner of such parcel. (d) With respect to each parcel of Owned Real Property (the ERC Companies obtained the title insurance policies identified in Schedule 5.16(d) (the “Title Policies”). (e) There are no condemnation, eminent domain or other similar proceedings pending, or to the Knowledge of the existing Leases granting ▇▇▇▇▇▇▇▇ Parties, threatened, with respect to any Person, other than the Company or any of its Subsidiaries, any right to use or occupy, now or in the future, any of the Leased Owned Real Property. The Leases Except as set forth in the Contracts and documents referenced in the Title Policies that create or evidence conditions or exceptions to title affecting the real property covered thereby, there are each in full force and effect against the Company no special assessments or subsidiary party thereto other assessments for public improvements or otherwise affecting any Owned Real Property, and, to the Company’s knowledgeKnowledge of the ▇▇▇▇▇▇▇▇ Parties, there are no contemplated improvements affecting any Owned Real Property that may result in a special assessment against the other parties thereto, subject to the Bankruptcy and Equity Exception, and neither the Company nor any of its Subsidiaries has received written notice of any material breach of or default under, any material Leasesuch Owned Real Property.

Real Property. (a) Neither Section 4.14(a) of the Company nor any Disclosure Letter sets forth, as of the date of this Agreement, a true and complete list of all real property, other than real property relating to a restaurant, owned by the Company and its Subsidiaries owns any (individually, an “Owned Real Property”). Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, the Company or a Subsidiary of the Company has good and valid fee title to each Owned Real Property, and to all real propertyproperty owned by the Company and its Subsidiaries relating to a restaurant, in each case free and clear of all Liens and defects in title, except for Permitted Liens. (b) Section 3.21(b)(i4.14(b) of the Company Disclosure Letter contains a complete and accurate list of all of the existing material Leases for real property sets forth, as of the date of this Agreement Agreement, a true and complete list of all locations where the Company or any of its Subsidiaries is a tenant or a subtenant (each such propertylocation, the a “Leased Real Property”) including, with respect to each Lease” and, the name leases of the lessor and Leased Real Property collectively, the date “Real Property Leases”). Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, the Company or a Subsidiary of the Lease and each amendment thereto. The Company has heretofore made available a good and valid title to Parent true, correct and complete copies of all Leases for real property (including all modifications, amendments, supplements and material waivers and side letters thereto). The Company and/or its Subsidiaries have and own valid a leasehold estates estate in the each Leased Real Property, free and clear of all Encumbrances other than Permitted Encumbrances Liens and defects in title, except for such failures to own valid leaseholds that have not had Permitted Liens; all Real Property Leases and all Real Property Subleases are not reasonably likely to result in, individually or in the aggregate, a Company Material Adverse Effect. Section 3.21(b)(ii) of the Company Disclosure Letter contains a complete and accurate list of all of the existing Leases granting to any Person, other than the Company or any of its Subsidiaries, any right to use or occupy, now or in the future, any of the Leased Real Property. The Leases are each in full force and effect against the Company or subsidiary party thereto and, to the Company’s knowledge, against the other parties thereto, subject to the Bankruptcy and Equity Exception, effect; and neither the Company nor any of its Subsidiaries that is party to such leases has received or given any written notice of any material breach default thereunder which default continues on the date of this Agreement. (c) Section 4.14(c) of the Company Disclosure Letter sets forth, as of the date of this Agreement, a true and complete list of all leases, subleases or default undersimilar agreements under which the Company or any of its Subsidiaries is the landlord or the sublandlord (such leases, any material Leasesubleases and similar agreements, collectively, the “Real Property Subleases”).

Real Property. (a) Neither the Company nor any None of its Subsidiaries owns any real property. (b) Section 3.21(b)(i) of the Company Disclosure Letter contains a complete and accurate list of all of the existing material Leases for real property as of the date of this Agreement (such property, the “Leased Real Property”) including, with respect to each Lease, the name of the lessor and the date of the Lease and each amendment thereto. The Company has heretofore made available to Parent true, correct and complete copies of all Leases for real property (including all modifications, amendments, supplements and material waivers and side letters thereto). The Company and/or its Subsidiaries have and own valid leasehold estates in the Leased Real Property, free and clear of all Encumbrances other than Permitted Encumbrances except for such failures to own valid leaseholds that have not had and are not reasonably likely to result in, individually or in the aggregate, a Company Material Adverse Effect. Section 3.21(b)(ii) of the Company Disclosure Letter contains a complete and accurate list of all of the existing Leases granting to any Person, other than the Company or any of its SubsidiariesSubsidiaries owns, any right to use or occupy, now or in and during the future, any period of Seller’s ownership of the Leased Real Property. The Leases are each in full force and effect against the Company or subsidiary party thereto andCompany, to the Company’s knowledge, against the other parties thereto, subject to the Bankruptcy and Equity Exception, and neither none of the Company nor any of its Subsidiaries has received written notice owned, any parcel of real property. (b) Schedule 4.8(b)(i) sets forth the address of each parcel of real property leased by the Company and each of its Subsidiaries (the “Leased Real Property”) and a true and complete list of all Leases for each such Leased Real Property (including the date and name of the parties to such Lease document). Seller has delivered to Buyer a true and complete copy of each such Lease document. Except as provided in Schedule 4.8(b)(ii), with respect to each of the Leases: (a) such Lease is legal, valid, binding, enforceable and in full force and effect; (b) the transactions contemplated by this Agreement do not require the consent of any material other party to such Lease, will not result in a breach of or default underunder such Lease, and will not otherwise cause such Lease to cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing; (c) the Company’s or Subsidiary’s possession and quiet enjoyment of the Leased Real Property under such Lease has not been disturbed and there are no disputes with respect to such Lease of which Seller is aware; (d) neither the Company or its Subsidiaries nor, to Seller’s Knowledge, any material other party to such Lease is in breach of or default under such Lease, and, to Seller’s Knowledge, no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach or default, or permit the termination, modification or acceleration of rent under such Lease; (e) neither the Company nor any Subsidiary has subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property or any portion thereof; and (f) neither the Company nor any Subsidiary has collaterally assigned or granted any other Lien in such Lease or any interest therein.

Real Property. (a) Neither the The Company nor any and each Company Subsidiary has good and marketable fee simple title to all of its Subsidiaries owns any real propertyOwned Real Property (as defined below), and valid leasehold interests in all of its Leased Real Property (as defined below) in each case free and clear of all Liens, except for Permitted Liens. (b) Section 3.21(b)(i3.21(b) of the Company Disclosure Letter contains Schedule sets forth a complete and accurate correct list of all real property and interests in real property currently owned by the Company or any Company Subsidiary (each, an “Owned Real Property”). Section 3.21(b) of the existing material Leases for Company Disclosure Schedule sets forth (i) a true and complete list of all real property as of that is leased, subleased or otherwise occupied by the date of this Agreement Company or any Company Subsidiary (such propertyeach, the a “Leased Real Property”), (ii) includingthe address for each Leased Real Property, with respect (iii) current monthly rent amounts payable by the Company or any Company Subsidiary related to such Leased Real Property and (iv) the agreement evidencing the applicable lease or sublease, and any and all amendments, modifications, and side letters relating thereto, if any (each Leasea “Lease Agreement”). All Lease Agreements are the valid, the name binding obligations of the lessor Company and the date Company Subsidiaries, as applicable, and, to the Knowledge of the Lease Company, of the other party or parties thereto, and each amendment theretoare in full force and effect, without penalty, acceleration, termination, default, breach, repurchase right or other adverse consequence on account of the execution, delivery or performance of this Agreement by the Company and the Company Subsidiaries, as applicable, and the consummation of the transactions contemplated hereby. The Company has heretofore made available to provided Parent with true, correct correct, accurate and complete copies of all Leases for real property (including all modificationseach Lease Agreement, amendments, supplements and material waivers and side letters thereto). The Company and/or its Subsidiaries have and own valid leasehold estates in each Lease Agreement represents the Leased Real Property, free and clear of all Encumbrances other than Permitted Encumbrances except for such failures to own valid leaseholds that have not had and are not reasonably likely to result in, individually or in the aggregate, a Company Material Adverse Effect. Section 3.21(b)(ii) of the Company Disclosure Letter contains a complete and accurate list of all of the existing Leases granting to any Person, other than entire agreement between the Company or any of its SubsidiariesCompany Subsidiary and the counterparty thereto. Except for Permitted Liens, no Owned Real Property or Leased Real Property is subject to any Lien or agreement granting to any Third Party any interest in such Owned Real Property or Leased Real Property or any right to the use or occupyoccupancy of any Owned Real Property or Leased Real Property. The Company and each Company Subsidiary has performed all material obligations required to be performed by it to date under each Lease Agreement. (c) Except as would not reasonably be expected to have a material and adverse effect on the ability of the Company or any Company Subsidiary to conduct its business as currently conducted, now there are no structural, electrical, mechanical or other defects in the future, any improvements located on any of the Owned Real Property or the Leased Real Property. The Leases are each in full force and effect against the Company or subsidiary party thereto and, to the Company’s knowledge, against the other parties thereto, subject to the Bankruptcy and Equity Exception, and neither Neither the Company nor any of its Subsidiaries Company Subsidiary has received written notice of any material breach pending, and, to the Knowledge of the Company, there is no threatened condemnation proceeding with respect to any of the Owned Real Property or default underthe Leased Real Property. Neither the Company nor any Company Subsidiary has received written notice of, or, to the Knowledge of the Company, oral notice of, any zoning, ordinance, building, land use, fire or health code or other legal violation affecting such Owned Real Property or Leased Real Property. All material Leaseimprovements located on the Owned Real Property or the Leased Real Property are in sufficiently good condition and repair (ordinary wear and tear excepted) to allow the business of the Company and the Company Subsidiaries to be operated in the ordinary course as currently conducted and as presently proposed to be conducted in all material respects.

Real Property. (a) Neither the The Company nor owns no real property. The Company is not a party to any of its Subsidiaries owns agreement or option to purchase any real propertyproperty or interest therein. (b) Section 3.21(b)(iSchedule 5.18(b) of the Company Disclosure Letter contains a true, correct and complete and accurate list of all of the existing material Leases for real property list, as of the date of this Agreement (such propertyAgreement, of all Leases including, the “date and name of the parties to each such Lease document and the address of each applicable Leased Real Property”) including, with respect to each Lease, the name of the lessor and the date of the Lease and each amendment thereto. The Company has heretofore made available to Parent Acquiror true, correct and complete copies of all Leases for real property Contracts (including all modifications, amendments, supplements and material waivers and extensions, supplements, renewals, rent commencement notices, guarantees, waivers, side letters and other agreements with respect thereto) pursuant to which the Company uses, holds or occupies (or have been granted an option to use, hold or occupy) any Leased Real Property or is otherwise a party with respect to the Leased Real Property (the “Leases”). The Company and/or its Subsidiaries have has a valid and own valid subsisting leasehold estates in the estate in, and enjoys peaceful and undisturbed possession of, all Leased Real Property, free subject only to Permitted Liens. With respect to each Lease, (i) such Lease is valid, binding and clear of all Encumbrances other than Permitted Encumbrances except for such failures to own valid leaseholds that have not had enforceable and are not reasonably likely to result in, individually or in the aggregate, a Company Material Adverse Effect. Section 3.21(b)(ii) of the Company Disclosure Letter contains a complete and accurate list of all of the existing Leases granting to any Person, other than the Company or any of its Subsidiaries, any right to use or occupy, now or in the future, any of the Leased Real Property. The Leases are each in full force and effect against the Company or subsidiary party thereto and, to the Company’s knowledge, against the other parties party thereto, subject to the Bankruptcy and Equity ExceptionEnforceability Exceptions, and neither each such Lease is in full force and effect, (ii) each Lease has not been amended or modified except as reflected in the modifications, amendments, supplements, waivers and side letters made available to the Acquiror, (iii) the Company nor has not received or given any of its Subsidiaries has received written notice of material default or breach under any of the Leases and, to the knowledge of the Company, the Company has not received oral notice of any default or breach that has not been cured; and (iv) there does not exist under any Lease any event or condition which, with notice or lapse of time or both, would become a default or breach by the Company or, to the Company’s knowledge, the other party thereto. (c) The Company has not subleased, licensed or otherwise granted any Person the right to use or occupy any Leased Real Property or any portion thereof. The Company has no collaterally assigned or granted any other security interest in any Lease or any interest therein which is still in effect. The Company is not in material breach of default or default underviolation of, or not in compliance with, any legal requirements applicable to its occupancy of the Leased Real Property. No construction or expansion is currently being performed or is planned for 2021 at any of the Leased Real Properties. (d) Each Lease, except as would not, individually or in the aggregate, be material Leaseto the Company, covers the entire estate it purports to cover, and, subject to securing the consents or approvals, if any, required under such Lease to be obtained from any landlord, or lender to landlord (as applicable), in connection with the execution and delivery of this Agreement by the Company or the consummation of the Transactions, upon the consummation of the Transactions, will entitle the Surviving Corporation or Acquiror to the exclusive use (subject to the terms of the respective Leases in effect with respect to the Leased Real Property), occupancy and possession of the premises specified in the Leases for the purpose specified in the Leases. (e) As of the date of this Agreement, the Leased Real Property identified in Schedule 5.18(b) comprise all of the real property used or intended to be used in, or otherwise related to, the business of the Company.

Real Property. (a) Neither the Company nor any of its Subsidiaries owns any real property. (b) Except as set forth in Section 3.21(b)(i3.16(b) of the Sellers and Company Disclosure Letter contains a Schedule, the Company has made available to the Purchaser true and complete and accurate list of information regarding all of the existing material Leases for real property leased or subleased to the Company or any of its Subsidiaries as of the date of this Agreement a tenant or subtenant (such property, the “Company Leased Real Property”). A correct and complete copy of all real property leases and subleases relating to the Company Leased Real Property (the “Company Leases”) includingand all ancillary documents pertaining thereto, with respect which the Company or any of its Subsidiaries is a party to each Leaseor is bound by, the name of the lessor and the date of the Lease and each amendment thereto. The Company has heretofore been made available to Parent truethe Purchaser. Except as set forth in Section 3.16(b) of the Sellers and Company Disclosure Schedule, correct (i) each Company Lease is in full force and complete copies effect and enforceable against the Company or any of its Subsidiaries that is a party thereto and, to the Company’s Knowledge, the other parties thereto, in accordance with its terms, subject to the Bankruptcy and Equity Exceptions, (ii) none of the Company and its Subsidiaries is in material breach of or default under any Company Lease, (iii) no event has occurred that, with notice or lapse of time or both, is reasonably likely to constitute a material breach or default by the Company or any of its Subsidiaries under any Company Lease, and (iv) all Leases for real property (including all modifications, amendments, supplements improvements and material waivers fixtures and side letters thereto). The equipment located on the Company Leased Real Property and owned by the Company or any of its Subsidiaries and used in the business of the Company and/or its Subsidiaries have (x) are in reasonably good condition and own valid leasehold estates in repair, subject to reasonable wear and tear, and (y) are sufficient for the Leased Real Property, free current and clear of all Encumbrances other than Permitted Encumbrances except for such failures to own valid leaseholds that have not had and are not reasonably likely to result in, individually or in the aggregate, a Company Material Adverse Effect. Section 3.21(b)(ii) currently contemplated operation of the Company Disclosure Letter contains a complete and accurate list business of all of the existing Leases granting to any Person, other than the Company or any of its Subsidiaries, any right to use or occupy, now or in as the future, any of the Leased Real Property. The Leases are each in full force and effect against the Company or subsidiary party thereto and, to the Company’s knowledge, against the other parties thereto, subject to the Bankruptcy and Equity Exception, and neither the Company nor any of its Subsidiaries has received written notice of any material breach of or default under, any material Leasecase may be.

Real Property. (ai) Neither the Company nor any of its Subsidiaries owns any real property. (bLeases. Schedule 6(dd) Section 3.21(b)(i) of the Company Disclosure Letter annexed hereto contains a complete and accurate correct list of all of real estate leases (the existing material Leases for "Leases") pursuant to which the Company or the Subsidiary occupies or uses real property as of in connection with the date of this Agreement (such propertyCompany's Video Business and the Subsidiary's business, respectively, setting forth the “Leased Real Property”) includingaddress, with respect to landlord, remaining terms, base rent and tenant for each Lease, the name of the lessor and the date of the Lease and each amendment thereto. The Company has heretofore made available delivered to Parent true, the Purchaser correct and complete copies of all the Leases. Each Lease is legal, valid, binding, enforceable, and in full force and effect, except as may be limited by bankruptcy, insolvency, reorganization and similar Applicable Laws affecting creditors generally and by the availability of equitable remedies. Neither the Company or the Subsidiary nor the landlord under any of the Leases for real property is (including all modificationsor upon the consummation of the transactions contemplated hereby, amendmentswill be) in default, supplements violation or breach in any respect under any Lease, and material waivers no event has occurred and side letters thereto)is continuing that constitutes or, with notice or the passage of time or both, would constitute a default, violation or breach in any respect under any Lease. The None of the Leases have been pledged, mortgaged, assigned, modified or amended by the Company and/or its Subsidiaries have or the Subsidiary. Each Lease grants the tenant under the Lease the exclusive right to use and own occupy the demised premises thereunder. Each of the Company and the Subsidiary, as the case may be, has good and valid title to the leasehold estates in the Leased Real Property, estate under each Lease free and clear of all Encumbrances other than Permitted Encumbrances except for such failures to own valid leaseholds that have not had and are not reasonably likely to result inliens created by the Company or the Subsidiary, individually or in as the aggregate, a Company Material Adverse Effectcase may be. Section 3.21(b)(ii) Each of the Company Disclosure Letter contains a complete and accurate list of all of the existing Subsidiary, as the case may be, enjoys peaceful and undisturbed possession under its respective Leases granting to for the leased real property. Except as set forth on Schedule 6(dd) annexed hereto, no consent is required by any Personlandlord, lessor, ground lessor, mortgagee, or other than the Company or party holding any of its Subsidiaries, any right to use or occupy, now interest in connection with or in the future, respect of any of the Leased Real Property. The Leases are each in full force and effect against Leases, by virtue of the Company or subsidiary party thereto and, to the Company’s knowledge, against the other parties thereto, subject to the Bankruptcy and Equity Exception, and neither the Company nor any of its Subsidiaries has received written notice of any material breach of or default under, any material Leasetransactions contemplated hereby.

Real Property. (a) Section 3.1(25)(a) of the Company Disclosure Letter sets out a complete and accurate list of all material real property owned in fee simple by the Company and/or its Subsidiaries (each such property disclosed, or required to be disclosed, in Section 3.1(25)(a) of the Company Disclosure Letter, a “Company Owned Property”), in each case by reference to their municipal addresses. (b) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, the Company or one of its Subsidiaries has valid fee title to the Company Owned Properties free and clear of all Liens except for Permitted Liens. There are no options, rights of first offer, or rights of first refusal to purchase or lease the Company Owned Properties, or any portion thereof or interest therein. Neither the Company nor any of its Subsidiaries owns is the owner of, or is bound by or subject to any agreement or option to own, any real property. (b) Section 3.21(b)(i) of the Company Disclosure Letter contains a complete and accurate list of all of the existing material Leases for real property as of the date of this Agreement (such property, the “Leased Real Property”) including, with respect to each Lease, the name of the lessor and the date of the Lease and each amendment thereto. The Company has heretofore made available to Parent true, correct and complete copies of all Leases for real property (including all modifications, amendments, supplements and material waivers and side letters thereto). The Company and/or its Subsidiaries have and own valid leasehold estates in the Leased Real Property, free and clear of all Encumbrances other than Permitted Encumbrances except for such failures to own valid leaseholds that have not had and are not reasonably likely to result in, individually or in the aggregate, a Company Material Adverse Effect. Section 3.21(b)(ii) of the Company Disclosure Letter contains a complete and accurate list of all of the existing Leases granting to any Person, other than the Company or Owned Properties. Neither the Company nor any of its Subsidiaries, Subsidiaries has leased or otherwise granted to any Person the right to use or occupy, now or in the future, any of the Leased Real Property. The Leases are each in full force and effect against occupy a material portion the Company or subsidiary party thereto and, to the Company’s knowledge, against the other parties thereto, subject to the Bankruptcy and Equity Exception, and neither Owned Properties. Neither the Company nor any of its Subsidiaries has received written notice of any condemnation, expropriation or other proceeding in eminent domain affecting any material portion of the Company Owned Properties. (c) Section 3.1(25)(c) of the Company Disclosure Letter sets forth a complete and accurate list of all material Company Leased Properties, in each case by reference to their municipal addresses. Except that would not, reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, the Company or one or more of its Subsidiaries has a valid leasehold title to the Company Leased Properties free and clear of all Liens except for Permitted Liens and Liens created by the fee owner or ground lesser of the underlying real property. (d) The Data Room contains complete and accurate copies of all material Company Leases, including all material amendments, modifications, supplements, guarantees, registrations and non-disturbance agreements in connection therewith. (e) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, to the knowledge of the Company, each Company Lease in respect thereof is in full force and effect, and neither the Company nor any of its Subsidiaries has received or delivered any written notice of any breach of of, or default under, any material such Company Lease. (f) The Company Owned Properties and the Company Leased Properties constitute all of the material real property necessary to operate the business of the Company and its Subsidiaries in the Ordinary Course.

Real Property. (a) Neither the Company nor any of its Subsidiaries owns any real property. (b) Section 3.21(b)(i4.14(a) of the Company Disclosure Letter contains sets forth a complete and accurate list of all of the existing material Leases for real property as of the date of this Agreement of each material real property owned in fee by the Company or one of its Subsidiaries (such real property, together with all buildings, improvements and fixtures located thereon and all rights and appurtenances thereto, the “Company Owned Real Property”). Except as would not, individually or in the aggregate, have a Company Material Adverse Effect, the Company or one of its Subsidiaries has good and marketable fee title (or the equivalent in any applicable foreign jurisdiction) to each Company Owned Real Property, free and clear of all Liens, other than Permitted Liens. (b) Section 4.14(b) of the Company Disclosure Letter sets forth a complete and accurate list as of the date of this Agreement of each material real property that is leased, subleased, licensed or otherwise occupied by the Company or one of its Subsidiaries (the “Company Leased Real Property”) including, and collectively with the Company Owned Real Property, the “Company Real Property”), together with a description of the underlying lease, sublease, license or other occupancy agreement (each such agreement, including any amendments, extensions, assignments, guaranties and other material agreements with respect to each thereto, a “Company Real Property Lease”). Except as would not, individually or in the aggregate, have a Company Material Adverse Effect, the name Company or one of the lessor and the date of the Lease and each amendment thereto. The Company has heretofore made available to Parent true, correct and complete copies of all Leases for real property (including all modifications, amendments, supplements and material waivers and side letters thereto). The Company and/or its Subsidiaries have has a good and own valid leasehold estates leasehold, subleasehold or licensee interest in the each Company Leased Real Property, free and clear of all Encumbrances Liens, other than Permitted Encumbrances except for such failures to own valid leaseholds that have not had and are not reasonably likely to result inLiens. (c) Except as would not, individually or in the aggregate, have a Company Material Adverse Effect. Section 3.21(b)(ii, (i) of the Company Disclosure Letter contains a complete Real Property is in adequate operating condition, except for reasonable wear and accurate list of all of the existing Leases granting to any Persontear, other than (ii) neither the Company or nor any of its SubsidiariesSubsidiaries has entered into a lease, sublease or license or otherwise granted to any Person the right to use or occupy, now occupy any Company Real Property or in the future, any of the Leased Real Property. The Leases are each in full force and effect against the Company or subsidiary party thereto and, to the Company’s knowledge, against the other parties thereto, subject to the Bankruptcy and Equity Exceptionmaterial portion thereof, and (iii) neither the Company nor any of its Subsidiaries has received written notice of any material breach pending condemnation proceeding with respect to any Company Real Property, and to the Knowledge of or default underthe Company, any material Leaseno such proceeding is threatened.

Real Property. (a) Neither the Company nor any of its Subsidiaries owns any real property. (b) Section 3.21(b)(i) of the Company The Disclosure Letter Schedule contains a complete and accurate list of all the locations of all Real Property owned or leased by the Company or any of the existing material Leases for real property as of the date of this Agreement (such property, the “Leased Real Property”) including, with respect to each Lease, Subsidiaries and the name and address of the lessor and and, if a Person different than such lessor, the date of the Lease and each amendment theretomanager thereof. The Company has heretofore made available and the Seller have delivered or caused to Parent true, correct be delivered to the Purchaser and Newco true and complete copies of all Leases for real property Contracts related to Real Property (including including, without limitation, all modificationsleases and all management, amendmentsservice, supplements supply, security, maintenance and material waivers similar Contracts, and side letters thereto). The Company and/or its Subsidiaries have all attornment Contracts, subordination Contracts or similar Contracts, and own valid leasehold estates in all other Contracts affecting or relating to the Leased use and quiet and peaceful enjoyment of the Real Property, free and clear of all Encumbrances other than Permitted Encumbrances except for such failures ) to own valid leaseholds that have not had and are not reasonably likely to result in, individually or in the aggregate, a Company Material Adverse Effect. Section 3.21(b)(ii) of the Company Disclosure Letter contains a complete and accurate list of all of the existing Leases granting to any Person, other than which the Company or any of its SubsidiariesSubsidiaries is a party or is otherwise bound or subject, any right and, in each case, all amendments thereof, which relate to use or occupy, now or in the future, affect any of the Leased Real Property. The Leases are each Except for the leases pertaining to the Real Property identified in and attached to the Disclosure Schedule, the Seller, the Company or any of its Subsidiaries is a party to any Contract that commits or purports to commit the Company or any of its Subsidiaries to purchase or otherwise acquire or lease any real property including, without limitation, the Real Property. (b) Each Contract relating to or affecting the Real Property (i) is in full force and effect against effect, (ii) affords the Company or subsidiary such Subsidiary, as the case may be, peaceful, undisturbed and exclusive possession of the applicable Real Property, (iii) is free of all Adverse Claims, and (iv) constitutes a valid and binding obligation of, and is enforceable in accordance with its terms against, the respective parties thereto. (c) The Company and each of its Subsidiaries has performed the obligations required to be performed by it to date under all Contracts relating to or affecting the Real Property and is not in default or breach thereof. In addition, no party thereto to any such Contract (i) has provided any notice to the Company or any of its Subsidiaries of its intent to terminate or not renew any such Contract, (ii) to the knowledge of the Company and the Seller, has threatened to terminate or not renew any such Contract or (iii) is, to the knowledge of the Company and the Seller, in breach or default under any provision thereof, and, to the knowledge of the Company and the Seller, no event or condition has occurred, whether with or without the passage of time or the giving of notice, or both, that would constitute such a breach or default. (d) The Real Property is (i) except as set forth in the Disclosure Schedule, in good condition and repair and there has been no damage, destruction or loss to any of the Real Property that remains unremedied to date (ordinary wear and tear excepted) and (ii) suitable to carry out each of the Company’s knowledge's and its Subsidiaries' respective Business as conducted thereon. (e) There are no condemnation, appropriation or other proceedings involving any taking of the Real Property pending, or to the knowledge of the Company or the Seller, threatened, against any of the other parties theretoReal Property. (f) The execution, subject delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not (i) result in or give to any Person any right of termination, non-renewal, cancellation, withdrawal, acceleration or modification in or with respect to any Contract relating to or affecting the Bankruptcy and Equity ExceptionReal Property, and neither (ii) result in or give to any Person any additional rights or entitlement to increased, additional, accelerated or guaranteed rent or payments under any such Contract or (iii) result in the creation or imposition of any Adverse Claim upon the Company nor or any of its Subsidiaries has received written notice or any of their respective assets under the terms of any such Contract. (g) The Disclosure Schedule indicates a summary description of all plans or projects involving the opening of new operations, expansion of any existing operations or the acquisition of any Real Property, the lease of Real Property or acquisition of new businesses, with respect to which the Company or any Subsidiary has made any expenditure in the two-years prior to the date of this Agreement in excess of $10,000, or which if pursued by the Company would require additional expenditures of capital in excess of $10,000. (h) The Company and each Subsidiary has good, valid and marketable title to all Real Property, subject to no liens, mortgages, security interests, pledges, encumbrances, or charges of any kind except: (i) liens for taxes or assessments or other government charges or levies not yet due and payable; (ii) liens imposed by law, such as mechanic's, materialmen's, warehousemen's and carrier's liens, and other similar liens, securing obligations incurred in the ordinary course of business which are not past due for more than 30 days; (iii) liens under workmen's compensation, unemployment insurance, social security or similar legislation securing obligations which are not past due; and (iv) the liens securing other indebtedness not past due of the Company or its Subsidiaries set forth in the Disclosure Schedule (the "Permitted Real Property Liens"). (i) No eminent domain, condemnation, incorporation, annexation or moratorium or similar proceeding has been commenced or, to the best of the Company's knowledge, threatened by an authority having the power of eminent domain to condemn any part of the Real Property owned by the Company and its Subsidiaries. To the best of the Company's knowledge, there are no pending or threatened governmental rules, regulations, plans, studies or efforts, or court orders or decisions, which do or could adversely affect the use or value of such properties for their present use. (j) The improvements of all Real Property owned by the Company and its Subsidiaries are in good condition and repair, ordinary wear and tear excepted, and have not suffered any casualty or other material breach damage which has not been repaired in all material respects. To the best of the Company's knowledge, there is no material latent or default underpatent structural, mechanical or other significant defect, soil condition or deficiency in the improvements included in such properties. (k) The Real Property owned by the Company and its Subsidiaries has been fully assessed and is not subject to abatement. To the best of the Company's knowledge, there are no proposed reassessments of any of such properties by any taxing authority and there are no threatened or pending special assessments or other actions or proceedings (other than county-wide reassessments and/or the usual increases in millage rates that may be under consideration by the taxing authorities in the jurisdictions where such properties are located) that could give rise to a material Leaseincrease in real property taxes or assessments against any of such properties.

Real Property. (a) Neither the Company nor any of its Subsidiaries owns Subsidiary has any ownership interest in any real property. (b) Section 3.21(b)(i. Schedule 3.16(a) of the Company Disclosure Letter contains Schedule sets forth a true and complete and accurate list of all real property of the existing material Leases for Company and the Subsidiaries which is leased or subleased by the Company or the Subsidiaries (such real property leased or subleased is herein referred to as of the date of this Agreement (such property, the “Leased Real Property”) including, with respect to each Lease, the name of the lessor and the date of the Lease and each amendment thereto). The Company has heretofore and the Subsidiaries have made available to Parent true, correct true and complete copies of all Leases for real property (including all modifications, amendments, supplements and material waivers and side letters thereto). The Company and/or its Subsidiaries have and own valid leasehold estates in each lease with respect to the Leased Real Property, free and clear of all Encumbrances other than Permitted Encumbrances except for such failures to own valid leaseholds that have not had and are not reasonably likely to result in, individually or in the aggregateProperty (each, a Company Material Adverse Effect. Section 3.21(b)(ii“Lease”), each sublease (including any amendments or modifications thereto) of the Company Disclosure Letter contains a complete and accurate list of all of the existing Leases granting each other material agreement to any Person, other than which the Company or any of its Subsidiaries, any right a Subsidiary is a party pertaining to use or occupy, now or in the future, any of the Leased Real Property. The Leases are With respect to each Lease: (i) each is in full force and effect against and there are no existing monetary defaults or material non-monetary defaults under any Lease by the Company or subsidiary party thereto andthe Subsidiaries or, to the Knowledge of the Knowledgeable Sellers, the lessor or sublessor thereof; (ii) to the Knowledge of the Knowledgeable Sellers, no event has occurred that (with notice, lapse of time or both) would constitute a monetary breach or default or material non-monetary breach or default under any Lease by any party thereto; (iii) Since January 1, 2006, the Company’s knowledgeand the Subsidiaries’ possession and quiet enjoyment of any Leased Real Property under such Lease has not been disturbed in any material respect; and (iv) except as set forth on Schedule 3.16(a) of the Disclosure Schedule, against there are no leases, subleases, licenses, concessions or other agreements or arrangements granting to any third party or parties the other parties thereto, subject to the Bankruptcy and Equity Exception, right of use or occupancy of any portion of any Leased Real Property and neither the Company nor any of its the Subsidiaries has received written notice assigned its interest under any Lease or sublet any part of the premises covered thereby or exercised any material breach right or option thereunder. (b) The Company and the Subsidiaries have a valid leasehold interest in the Leased Real Property leased or subleased by the Company and the Subsidiaries, in each case free and clear of all Encumbrances, except for (i) Encumbrances listed or default underdescribed on Schedule 3.16(b) of the Disclosure Schedule or (ii) Permitted Encumbrances. (c) For all purposes under this Agreement, “Permitted Encumbrances” means (i) statutory liens for current Taxes (as defined in Section 3.20 hereof) or assessments not yet due or delinquent or the validity of which are being contested in good faith by appropriate Action and for which adequate reserves have been established in accordance with GAAP; (ii) mechanics’, carriers’, workers’, repairmen’s and other similar liens arising or incurred in the ordinary course of business with respect to charges not yet due and payable (excluding any material Leaseliens arising under ERISA (as defined in Section 3.19(a) hereof)); (iii) easements, rights of way, encroachments, or restrictions affecting or burdening the Leased Real Property which individually or in the aggregate do not detract materially from the current use or value of the Leased Real Property; (iv) zoning, building, fire, health, environmental and pollution control Laws, ordinances, rules and safety regulations; and (v) liens that will be released at or prior to the Closing.

Real Property. (a) Neither the Company nor any of its Subsidiaries owns any real property. (b) Section 3.21(b)(i3.11(a) of the Company Disclosure Letter contains Schedule sets forth a complete and accurate list by address of all of the existing material Leases for real property as of the date of this Agreement (such property, the “Leased Owned Real Property”) including, with respect to each Lease, the name of the lessor and the date of the Lease and each amendment thereto. The Company has heretofore made available to Parent true, correct and complete copies of all Leases for real property (including all modifications, amendments, supplements and material waivers and side letters thereto). The Company and/or its Subsidiaries have and own valid leasehold estates in the Leased Real Property, free and clear of all Encumbrances other than Permitted Encumbrances except for such failures to own valid leaseholds that have not had and are Except as would not reasonably likely to result inbe expected, individually or in the aggregate, to have a Company Material Adverse Effect, the Company or one of the Company Subsidiaries has good fee simple title to all Owned Real Property and valid leasehold interests in all Leased Real Property, in each case free and clear of all Liens, except Permitted Liens. Except as would not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect, the Company and/or the Company Subsidiaries have exclusive possession of each Leased Real Property and Owned Real Property, other than any use and occupancy rights granted to third-party owners, tenants or licensees pursuant to agreements with respect to such real property entered into in the ordinary course of business. (b) Section 3.21(b)(ii3.11(b) of the Company Disclosure Letter contains Schedule sets forth a complete and accurate list by address of all Leased Real Property and each lease agreement with respect thereto (the “Company Leases”). As of the existing Leases granting to any Persondate hereof, other than the Company or any has made available to Parent a true and complete copy of its Subsidiarieseach material Company Lease. Except as would not reasonably be expected, any right to use or occupy, now individually or in the futureaggregate, any of the Leased Real Property. The Leases are to have a Company Material Adverse Effect, (i) each Company Lease is in full force and effect, binding and enforceable in accordance with its terms, except as such enforceability (x) may be limited by the effect against the Company of any applicable bankruptcy, insolvency, reorganization, moratorium or subsidiary party thereto and, to the Company’s knowledge, against the other parties thereto, similar Laws affecting creditors’ rights generally and (y) is subject to the Bankruptcy and Equity Exceptioneffect of general principles of equity (regardless of whether considered in a proceeding at Law or in equity), and (ii) neither the Company nor any of its the Company Subsidiaries has received written is, nor, to the Company’s Knowledge, is any other party (in each case, with or without notice or lapse of any material time, or both) in breach of or default underunder any Company Lease, (iii) there is no pending or, to the Company’s Knowledge, threatened appropriation, condemnation, eminent domain or similar proceeding, or sale or other disposition in lieu of condemnation, affecting the Owned Real Property or, to the Company’s Knowledge, the Leased Real Property, (iv) the Company and the Company Subsidiaries enjoy peaceful and undisturbed possession under all Company Leases, (v) there are no latent defects or material adverse physical conditions affecting the Owned Real Property or the Leased Real Property and (vi) there are no contractual or legal restrictions that preclude or restrict the ability to use any Owned Real Property or Leased Real Property by the Company or any of the Company Subsidiaries for the current use of such property. (c) The Company and/or the Company Subsidiaries have good and valid title to, or in the case of leased tangible assets, a valid leasehold interest in, all of their material Leasetangible assets, free and clear of all Liens, except Permitted Liens.

Real Property. (a) Neither the Company nor any of its Subsidiaries (i) owns nor, since December 31, 2012, has owned, a fee simple interest in any real propertyproperty or (ii) is a party to any agreement or option to purchase any real property or interest therein. (b) Section 3.21(b)(i4.22(b) of the Company Disclosure Letter contains Schedule sets forth a true and complete and accurate list of all of the existing material Leases for real property leased or subleased by the Company or any of its Subsidiaries as of the date of this Agreement (each such property, the “Leased Real Property”) including, with respect to each Lease, the name of the lessor and the date of the Lease and each amendment thereto). The Company has heretofore provided or made available to Parent a true, complete and correct and complete copies copy of all Leases for real property (including all modifications, amendments, supplements and material waivers and side letters thereto)the Company Leases. The Company and/or its Subsidiaries have and own valid leasehold estates in the Leased Real Property, free and clear of all Encumbrances other than Permitted Encumbrances except for such failures to own valid leaseholds that have not had and are not reasonably likely to result inExcept as would not, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect. Section 3.21(b)(ii, (i) of the Company Disclosure Letter contains a complete and accurate list of all of the existing Leases granting to any Person, other than the Company or any one of its Subsidiaries, any right to use Subsidiaries has a good and valid leasehold or occupy, now or subleasehold interest in the future, any of the each Leased Real Property. The Leases are Property pursuant to a lease agreement (together with any guarantees thereof, the “Company Lease”), free and clear of all Liens (other than Permitted Liens) and (ii) each Company Lease is valid, binding, in full force and effect against the Company or subsidiary party thereto andand enforceable in accordance with its terms, to the Company’s knowledge, against the other parties thereto, subject to except as enforceability thereof may be limited by the Bankruptcy and Equity Exception. (c) Except as would not, and individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries, nor, to the Knowledge of the Company, any other party under any Company Lease, is in material default under any Company Lease, and no event has occurred that, with notice or lapse of time or both, would constitute a material default of any Company Lease. The Company or one of its Subsidiaries has received written notice exclusive possession of the Leased Real Property. To the Knowledge of the Company, there are no other Contracts granting any Person (other than the Company or one of its Subsidiaries) the right to use or occupy any of the Leased Real Property. (d) The Company or one of its Subsidiaries, as applicable, have obtained all certificates of occupancy and other permits or approvals required with respect to the use and occupancy of the Leased Real Property, except where a failure to obtain any such material breach of permits or default under, any material Leaseapprovals would not reasonably be expected to have a Company Material Adverse Effect.

Real Property. (a) To the best knowledge of the Company, there are no defects, shortages or restrictions in or affecting the stores, buildings, improvements and structures, fixtures or equipment located on or at the Real Property which, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect. (b) Except as set forth in Schedule 3.15(b), neither the Company nor any of its Subsidiaries has granted to any Person (other than pursuant to this Agreement) any right to occupy or possess or otherwise encumber any portion of the Real Property. Except as set forth on Schedule 3.15(b), neither the Company's nor any of its Subsidiaries' interests with respect to the Real Property Leases has been assigned or pledged and are not subject to any Liens other than Permitted Liens. Neither the Company nor any of its Subsidiaries has vacated or abandoned any portion of the Real Property or given notice to any Third Party of their intent to do the same. (c) Neither the Company nor any of its Subsidiaries owns is a party to or obligated under any real propertyoption, right of first refusal or other contractual right to sell, dispose of or lease any of the Real Property or any portion thereof or interest therein to any Person. (bd) Section 3.21(b)(i) Except as set forth in Schedule 3.15(d), there is no contract or agreement to which the Company or any of its Subsidiaries is a party, affecting any of the Company Disclosure Letter contains a complete and accurate list of all of the existing material Leases for real property as of the date of this Agreement (such property, the “Leased Real Property”) including, with respect to each Lease, the name of the lessor and the date of the Lease and each amendment thereto. The Company has heretofore made available to Parent true, correct and complete copies of all Leases for real property (including all modifications, amendments, supplements and material waivers and side letters thereto). The Company and/or its Subsidiaries have and own valid leasehold estates in the Leased Real Property, free and clear except those which (i) are terminable on not more than sixty days' notice without premium or penalty or (ii) require payment of all Encumbrances less than $5,000 per month per location but will expire or be terminated within one year of the Effective Date. (e) Neither the Company nor any of its Subsidiaries has received any written notice of any pending, threatened or contemplated condemnation proceeding affecting any of the Real Property or any part thereof or of any sale or other than Permitted Encumbrances disposition of any of the Real Property or any part thereof in lieu of condemnation. (f) Neither the Company nor any of its Subsidiaries has received any written notices from any Governmental Entity or any entity responsible for the enforcement of applicable restrictive covenants stating or alleging that any improvements located on the Real Property have not been constructed in compliance with applicable laws or covenants or are being operated in violation of applicable law, except for such failures to own valid leaseholds that have not had and are not reasonably likely to result inas, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. Section 3.21(b)(ii. (g) of Neither the Company Disclosure Letter contains a complete and accurate list of all of the existing Leases granting to any Person, other than the Company or nor any of its SubsidiariesSubsidiaries has received any written notices from any Governmental Entity requiring or advising as to the need for any material repair, any right alteration, restoration or improvement in connection with the Real Property. (h) To the best knowledge of the Company, the Real Property is in all material respects in good condition and repair (ordinary wear and tear excepted) and adequate in all material respects for the continued conduct of the business to use or occupy, now or in the future, any of which it relates. (i) With respect to the Leased Real Property. The , except as set forth on Schedule 3.15(i): (i) the Real Property Leases are each in full force and effect against the Company or subsidiary party thereto and, to the Company’s knowledge, against the other parties thereto, subject to the Bankruptcy and Equity Exception, and effect; neither the Company nor any of its Subsidiaries has received any written notice or, to the best knowledge of the Company, oral notice, that any material default, or condition which with the passage of time would constitute a default, exists under the Real Property Leases, except such notices as to which the alleged defaults have been cured or otherwise resolved; (ii) true, correct and complete copies of the Real Property Leases have been delivered to Purchaser prior to the date hereof and such Real Property Leases have not been amended, modified or supplemented since that date; (iii) no consent by the landlord under the Real Property Leases is required in connection with the consummation of the transaction contemplated herein; (iv) the Company or a Subsidiary of the Company has non-disturbance agreements with the landlord's lender with respect to each Real Property Lease; (v) none of the Leased Real Property has been pledged by the Company or any of its Subsidiaries or is subject to any Liens (other than pursuant to this Agreement or Permitted Liens); (vi) neither the Company nor any of its Subsidiaries has given any notice to any landlord under any of the Real Property Leases indicating that it will not be exercising any extension or renewal options under the Real Property Leases. All security deposits required under the Real Property Leases have been paid to and, to the best knowledge of the Company, are being held by the applicable landlord under the Real Property Leases; (vii) Schedule 3.15(i) sets forth a summary of all construction allowances payable under the Real Property Leases and the amounts thereof which, as of the date hereof, have been drawn by Seller or any of its Subsidiaries; and (viii) except as set forth on Schedule 3.15(i), the Company or its Subsidiaries has taken possession of each of the Leased Real Properties. (j) The current use of the Real Property does not violate any instrument of record or agreement affecting such Real Property, except for any such violations as, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect. There are no violations of any material breach covenants, conditions, restrictions, easements, agreements or orders of any Governmental Entity having jurisdiction over any of the Real Property that affect such Real Property or default underthe use or occupancy thereof other than those (i) arising in the ordinary course of business or (ii) which, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect. No damage or destruction has occurred with respect to any of the Real Property that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect. (k) There are currently in effect such insurance policies for the Real Property as are customarily maintained with respect to similar properties. All premiums due on such insurance policies have been paid by the Company and the Company will maintain such insurance policies from the date hereof through the Effective Time or earlier termination of this Agreement. The Company has not received and has no knowledge of any notice or request from any insurance company requesting the performance of any work or alteration with respect to the Real Property or any portion thereof. The Company has received no notice from any insurance company concerning, nor is the Company aware of, any defects or inadequacies in the Real Property, which, if not corrected, would result in the termination of insurance coverage or increase its cost. (l) Set forth in Schedule 3.15(l) is a true, correct and complete list of all construction and material Leasealteration projects currently ongoing with respect to any Real Property (the "Improvements"). The Improvements are, in all material respects, in good condition and repair and adequate to operate such facilities as currently used, and, to the Company's knowledge, there are no facts or conditions affecting any of the Improvements which would, individually or in the aggregate, interfere in any significant respect with the current use, occupancy or operation thereof which interference, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect. No Improvement or portion thereof is dependent for its access, operation or utility on any land, building or other improvement not included in the Real Property. (m) To the knowledge of the Company, each parcel of Real Property is currently being used in a manner that is consistent with and in compliance with the property classification assigned to it for real estate tax assessment purposes. To the knowledge of the Company, there are no special taxes or assessments, or any planned public improvements that may result in a special tax or assessment, with respect to any Real Property. There is no special or other proceeding pending or, to the Company's knowledge, threatened in which any taxing authority having jurisdiction over any of the Real Property is seeking to review or increase the assessed value thereof, except for any regular periodic assessment or reassessment in accordance with applicable law.

Real Property. With respect to the real property leased or subleased by the Company or the Subsidiary: (ai) Neither each such lease, sublease or other agreement pursuant to which the Company or the Subsidiary, as the case may be, occupies such real property (collectively, the “Leases” and each a “Lease”) constitutes a legal, valid and binding obligation of the Company or the Subsidiary, as the case may be, enforceable against the Company or the Subsidiary, as the case may be, in accordance with its terms and is binding and in full force and effect; (ii) neither the Company nor the Subsidiary, as the case may be, has received written notice of any breach of its Subsidiaries owns or default under any such Lease on the part of the Company or the Subsidiary and to the knowledge of the Company neither the Company nor the Subsidiary, as the case may be, is in breach of or default under any such Lease on the part of the Company or the Subsidiary and to the knowledge of the Company no event has occurred which, without the giving of notice or lapse of time, or both, would constitute a breach of or default under any such Lease; (iii) to the knowledge of the Company, no counterparty to any such Lease is in default thereunder; (iv) to the knowledge of the Company, the Company or the Subsidiary, as the case may be, has a valid leasehold interest in the real property. property occupied pursuant to the Leases, free and clear of all Liens other than Permitted Liens; (bv) neither the Company nor the Subsidiary has received any written notice that any counterparty to any Lease intends to cancel or terminate any Lease, and, to the knowledge of the Company, no such action is threatened; and (vi) the Company has made available to the Purchaser a complete and correct copy (including any amendments, modifications, extensions or renewals thereto) of each Lease in effect as of the date hereof and Section 3.21(b)(i) 22 of the Company Disclosure Letter contains a complete and accurate list of all of the existing material Leases for real property list, as of the date of this Agreement (such propertyAgreement, of all Leases. Neither the “Leased Real Property”) including, with respect to each Lease, Company nor the name Subsidiary have assigned any of the lessor and Leases or sublet, licensed or otherwise granted any Person the date of right or option to use or occupy the Lease and each amendment thereto. The Company has heretofore made available to Parent true, correct and complete copies of all Leases for real property (including all modificationsleased or subleased by the Company or the Subsidiary pursuant to the Leases, amendmentsor any portion thereof, supplements and material waivers and side letters thereto). The Company and/or its Subsidiaries have and own valid leasehold estates in the Leased Real Property, free and clear of all Encumbrances other than Permitted Encumbrances except for such failures to own valid leaseholds that have not had and are not reasonably likely to result in, individually or in the aggregate, a Company Material Adverse Effect. as set forth on Section 3.21(b)(ii) 22 of the Company Disclosure Letter contains a complete and accurate list of all of the existing Leases granting to any Person, other than the Company or any of its Subsidiaries, any right to use or occupy, now or in the future, any of the Leased Real PropertyLetter. The Leases are each in full force and effect against the Company or subsidiary party thereto and, to the Company’s knowledge, against the other parties thereto, subject to the Bankruptcy and Equity Exception, and neither Neither the Company nor the Subsidiary own or have ever owned any of its Subsidiaries has received written notice of any material breach of or default under, any material Leasereal property.

Real Property. (a) Neither Section 4.16(a) of the Company nor Disclosure Letter sets forth the address of each Owned Real Property. With respect to each Owned Real Property: (i) the Company has good and marketable fee simple title to such Owned Real Property and any improvements located thereon, free and clear of its Subsidiaries owns all Liens, except for Permitted Liens; (ii) except as set forth on Section 4.16(a) of the Company Disclosure Letter, the Company has not leased or otherwise granted to any real propertyPerson the right to use or occupy such Owned Real Property or any portion thereof; and (iii) except as set forth on Section 4.16(a) of the Company Disclosure Letter, 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. (b) Section 3.21(b)(i4.16(b) of the Company Disclosure Letter contains sets forth a true, correct and complete and accurate list of all of the existing material Leases for real property as of the date hereof of this Agreement (such property, the “each parcel of Leased Real Property”) including, with respect to each Property and the corresponding Real Property Lease, including the name of the lessor and the date of the Lease and each amendment theretolessor, lessee, address, expiration date. The Company has heretofore made available to Parent true, correct and complete copies of all Leases for real property each Real Property Lease. Except as set forth on the applicable subsection of Section 4.16(b) of the Company Disclosure Letter, with respect to each parcel of Leased Real Property: (including all modifications, amendments, supplements i) the Company holds a good and material waivers and side letters thereto). The Company and/or its Subsidiaries have and own valid leasehold estates estate in the such Leased Real Property, free and clear of all Encumbrances other than Permitted Encumbrances Liens, except for Permitted Liens; (ii) the Company’s possession and quiet enjoyment of the Leased Real Property under such failures Real Property Leases has not been materially disturbed and, to own valid leaseholds that have not had and the knowledge of the Company, there are not reasonably likely no disputes with respect to result insuch Real Property Leases; (iii) there is no breach or default by the Company or, individually to the knowledge of the Company, any third party under any Real Property Lease, and, to the knowledge of the Company, no event has occurred which (with or without notice or lapse of time or both) would constitute a material breach or default or would permit termination of, or a material modification or acceleration thereof by any party to such Real Property Leases; (iv) no security deposit or portion thereof deposited with respect to such Real Property Lease has been applied in respect of a breach or default thereunder; (c) Except as set forth on the aggregate, a Company Material Adverse Effect. applicable subsection of Section 3.21(b)(ii4.16(c) of the Company Disclosure Letter contains a complete and accurate list Letter, with respect to each parcel of Owned Real Property or Leased Real Property: (i) all of such Owned Real Property or Leased Real Property (including the existing Leases granting buildings, structures, roof, foundation, and floors thereof) and the utilities (including water, sewer, electric, gas, and telephone), fixtures, building systems, and improvements serving the same) are structurally sound, in good operating condition and repair, and adequate for its use in the conduct of the business of the Company, in each case except for (A) damage and defects that are not in the aggregate material and (B) ordinary wear and tear; (ii) the Company is not aware of and has not received notice of any violations of Law with respect to the Owned Real Property or Leased Real Property, and the Company has received all material approvals and permits from the applicable Governmental Authority with respect to the Company’s improvements to such Owned Real Property or Leased Real Property; (iii) there are no contracts, covenants, conditions, restrictions, or easements applicable to such Owned Real Property or Leased Real Property that impose any material restriction on the ability of the Company to use and operate such Owned Real Property or Leased Real Property in the ordinary course of business consistent with past practice; (iv) there are no oral contracts, offsets, forbearance programs, management contracts, leasing brokerage or finders’ contracts or fees or commissions in effect with respect to such Owned Real Property or Leased Real Property, in each case that either (A) are past due or (B) will become payable upon the Closing; (v) as of the date hereof, no Person, other than the Company or any of its SubsidiariesCompany, has any right to use or occupy, now occupy such Owned Real Property or in the future, any of the Leased Real Property. The Leases are each in full force Property or any portion thereof, and effect against the Company has not previously assigned, hypothecated or subsidiary party thereto otherwise transferred its interest under the applicable deed or Real Property Lease; and, to the Company’s knowledge, against the other parties thereto, subject to the Bankruptcy and Equity Exception, and neither (vi) the Company nor any of its Subsidiaries has not received written notice of any material breach current condemnation proceeding or proposed similar Action for taking in lieu of condemnation with respect to any portion of such Owned Real Property or default underLeased Real Property. (d) The Company does not use, operate, occupy, or have an option or right to acquire any material Leasereal estate, except for the Owned Real Property or Leased Real Property.

Real Property. (a) Neither the Company nor any of its Subsidiaries owns any real property. (b) Section 3.21(b)(i3.15(a) of the Company Disclosure Letter contains sets forth a true and complete and accurate list of all of the existing material Leases for real property as of owned in fee by the date of this Agreement Company or any Company Subsidiary (such propertycollectively, the “Leased Company Owned Real Property”) including, with respect to each Lease, the name of the lessor and the date of the Lease and address for each amendment theretoCompany Owned Real Property. The Company has heretofore made available or a Company Subsidiary, as the case may be, holds good and marketable fee simple title to Parent true, correct and complete copies of all Leases for real property (including all modifications, amendments, supplements and material waivers and side letters thereto). The the Company and/or its Subsidiaries have and own valid leasehold estates in the Leased Owned Real Property, free and clear of all Encumbrances other than Permitted Encumbrances Liens except for Permitted Liens and has not leased, subleased, licensed or otherwise granted any right of occupancy to use any portion thereof to any Person. The Company has provided to Parent true and complete copies of any existing owners’ policies of title insurance and surveys obtained by the Company or any Company Subsidiary pertaining to the Company Owned Real Property. (b) (i) Section 3.15(b) of the Company Disclosure Letter sets forth a true and complete list of all real estate leases, subleases, licenses and occupancy agreements under which the Company or any Company Subsidiary is a lessee or sublessee (each, a “Company Real Property Lease”) and the address for each Company Real Property Lease, (ii) each Company Real Property Lease is, to the knowledge of the Company, enforceable against the Company or any Company Subsidiary party thereto, in accordance with its terms, except that (A) such failures enforcement may be subject to own valid leaseholds applicable bankruptcy, insolvency or other similar laws, now or hereafter in effect, affecting creditors’ rights generally and (B) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefore may be brought, (iii) no notices of default under any Company Real Property Lease have been received by the Company or any Company Subsidiary that have not had been resolved and (iv) neither the Company nor any Company Subsidiary is in default under any Company Real Property Lease, and, to the knowledge of the Company, no landlord thereunder is in default (collectively, the “Company Leased Real Property”). The Company has provided to Parent true and complete copies of all Company Real Property Leases. (c) The Company Owned Real Property and the Company Leased Real Property are referred to collectively herein as the “Company Real Property.” With respect to the Company Real Property, neither the Company nor any Company Subsidiary has received any written notice of, nor to the knowledge of the Company does there exist as of the date of this Agreement, any (i) pending, threatened or contemplated condemnation or similar proceedings, or any sale or other disposition of any Company Real Property or any part thereof in lieu of condemnation, (ii) any pending, threatened or contemplated actions against any Company Real Property which, if adversely determined, would affect the continued use or operation of the Company Real Property, and (iii) any pending, threatened or contemplated use of zoning violations or any rezoning or special designation proceedings. The Company and the Company Subsidiaries have lawful rights of direct use and vehicular access to all Company Real Property via a public road or a permanent, irrevocable, appurtenant easement benefitting such real property and comprising a part of the Company Real Property necessary to conduct their businesses substantially as presently conducted, except as would not reasonably likely reasonable be expected to result inhave, individually or in the aggregate, a Company Material Adverse Effect. Section 3.21(b)(ii) of the Company Disclosure Letter contains a complete and accurate list of all of the existing Leases granting to any Person, other than the Company or any of its Subsidiaries, any right to use or occupy, now or in the future, any of the Leased Real Property. The Leases are each in full force and effect against the Company or subsidiary party thereto and, to the Company’s knowledge, against the other parties thereto, subject to the Bankruptcy and Equity Exception, and neither Neither the Company nor any of its Subsidiaries Company Subsidiary has received any written notice of, nor does the Company have any knowledge of, any violations of any material breach applicable Law affecting the Company Real Property, (the “Improvements”) or the use and occupancy thereof. The Improvements are in good order, repair and condition, ordinary wear and tear excepted, are free from any latent and patent defects and are adequate and suitable for the purposes for which they are presently being used. The Company Real Property is supplied with public or quasi-public utilities, and other services and systems necessary for the use and operation of or default under, any material Leasethe Improvements located thereon.

Real Property. (ai) Neither the Company nor Each Contract under which such Party or any of its Subsidiaries owns any real property. is the landlord, sublandlord, tenant, subtenant or occupant (b) Section 3.21(b)(i) of the Company Disclosure Letter contains a complete and accurate list of all of the existing material Leases for real property as of the date of this Agreement (such propertyeach, the “Leased Real Property”) including, with respect to each Lease, the name of the lessor and the date of the Lease and each amendment thereto. The Company has heretofore made available to Parent true, correct and complete copies of all Leases for real property (including all modifications, amendments, supplements and material waivers and side letters thereto). The Company and/or its Subsidiaries have and own valid leasehold estates in the Leased Real Property, free and clear case of all Encumbrances other than Permitted Encumbrances except for such failures to own valid leaseholds that have not had and are not reasonably likely to result in, individually or in the aggregate, a Company Material Adverse Effect. Section 3.21(b)(ii) of the Company Disclosure Letter contains a complete and accurate list of all of the existing Leases granting to any Person, other than the Company or any of its Subsidiaries, a “Company Real Property Lease”, and in the case of Parent or any of its Subsidiaries, a “Parent Real Property Lease”) with respect to material real property leased, subleased, licensed or otherwise occupied (whether as tenant, subtenant or pursuant to other occupancy arrangements) by such Party or any of its Subsidiaries (collectively, including the improvements thereon, in the case of the Company or any of its Subsidiaries, “Company Leased Real Property”, and in the case of Parent or any of its Subsidiaries, “Parent Leased Real Property”) is valid and binding on such Party or the Subsidiary thereof party thereto, and, to the Knowledge of such Party, each other party thereto and, subject to the General Enforceability Exception, enforceable against such Party and its Subsidiaries party thereto in accordance with its terms. Neither such Party nor any of its Subsidiaries is currently subleasing, licensing or otherwise granting any person the right to use or occupy, now or occupy a material portion of the Company Leased Real Property (in the future, case of the Company) or of the Parent Leased Real Property (in the case of Parent) in a manner that would reasonably be expected to adversely affect the existing use of the Company Leased Real Property (in the case of the Company) or of the Parent Leased Real Property (in the case of Parent) by such Party or its Subsidiaries in the operation of their business thereon. There is no uncured default by such Party or any of its Subsidiaries under any Company Real Property Lease (in the Leased case of the Company) or under any Parent Real Property. The Leases are each Property Lease (in full force and effect against the Company or subsidiary party thereto andcase of Parent) or, to the Company’s knowledgeKnowledge of such Party, against the by any other parties party thereto, subject and no event has occurred that with the lapse of time or the giving of notice or both would reasonably be expected to constitute a default thereunder by such Party or any of its Subsidiaries or, to the Bankruptcy and Equity ExceptionKnowledge of such Party, and by any other party thereto. As of the date of this Agreement, neither the Company such Party nor any of its Subsidiaries has received any written notice of termination or cancelation, and to the Knowledge of such Party, no termination or cancelation is threatened, under any material breach Company Real Property Lease (in the case of the Company) or default underunder any Parent Real Property Lease (in the case of Parent). (ii) The Company does not own any real property. Parent or one of its Subsidiaries owns valid title in all real property owned by such Person, free and clear of all Liens other than Permitted Liens (the “Parent Owned Real Property”). There are no outstanding options, repurchase rights or rights of first refusal to purchase or lease any material LeaseParent Owned Real Property, or any portion thereof or interest therein to which Parent or one of its Subsidiaries is a party. To Parent’s Knowledge, there is no condemnation, expropriation or other proceeding in eminent domain pending or threatened, affecting any Parent Owned Real Property or any portion thereof or interest therein. Neither Parent nor any of its Subsidiaries is currently subleasing, licensing or otherwise granting any person the right to use or occupy the Parent Owned Real Property. Such Party or one of its Subsidiaries has good and valid leasehold interest in the Company Leased Real Property (in the case of the Company) and in the Parent Leased Real Property (in the case of Parent), in each case free and clear of all Liens (other than Permitted Liens and leases, subleases, licenses, conditions, encroachments, easements, rights-of-way, restrictions, and other encumbrances that do not or would not reasonably be expected to adversely affect the existing use of the real property subject thereto by the owner (or lessee to the extent a leased property) thereof in the operation of its business). (iii) All fixtures and other improvements to the Company Leased Real Property (in the case of the Company) and the Parent Leased Real Property and Parent Owned Real Property (in the case of Parent) are in good operating condition and in a state of good repair and maintenance (normal wear and tear and scheduled maintenance excepted).

Real Property. (a) Neither the Company nor any of its Subsidiaries owns any real property. (b) Section 3.21(b)(i4.14(a) of the Company Disclosure Letter contains Schedules sets forth a true and complete and accurate list in all material respects of all of the existing material Leases for real property Owned Real Property as of the date of this Agreement (such property, the “Leased Real Property”Agreement. Except as set forth on Section 4.14(a) including, with respect to each Lease, the name of the lessor and the date Company Disclosure Schedules, none of the Lease and each amendment thereto. Company or any of its Subsidiaries has owned any other real property or held any interest therein since December 31, 2012. (b) The Company has heretofore made available to Parent true, correct and complete copies or one of all Leases for real property (including all modifications, amendments, supplements and material waivers and side letters thereto). The Company and/or its Subsidiaries have has good and own valid leasehold estates insurable title in the Leased fee simple to all Owned Real Property, free and clear of all Encumbrances other than except Permitted Encumbrances except for such failures to own valid leaseholds that have not had and are not reasonably likely to result in, individually or in the aggregate, a Company Material Adverse Effect. Section 3.21(b)(iiEncumbrances. (c) There is no Leased Real Property as of the Company Disclosure Letter contains a complete and accurate list date of all this Agreement. (d) No parcel of the existing Leases granting Owned Real Property, or any portion thereof, is subject to any PersonOrder to be sold or is being condemned, other than the Company expropriated or otherwise taken by any public authority with or without payment of its Subsidiariescompensation therefor, any right to use or occupy, now or in the future, any of the Leased Real Property. The Leases are each in full force and effect against the Company or subsidiary party thereto andnor, to the Knowledge of the Company’s knowledge, against has any such condemnation, expropriation or taking been proposed. (e) To the other parties theretoKnowledge of the Company, subject to the Bankruptcy and Equity Exceptionuse, occupancy, and neither operation of the Owned Real Property by the Company and its Subsidiaries comply in all material respects with applicable Law. Nether the Company nor any of its Subsidiaries has received any written notice to the contrary from any Governmental Authority. (f) To the Knowledge of the Company, the Owned Real Property complies 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 breach 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 default underany of its Subsidiaries has subleased, licensed or otherwise granted to any material Leaseother 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. None of the MLIM Business Entities, or, in connection with the MLIM Business, MLIM Parent and the Controlled Affiliates of MLIM Parent owns any real property or any interest therein. Schedule 3.12 identifies (i) all material office locations in which any MLIM Business Entity is occupying space that is leased by MLIM Parent or an Affiliate of MLIM Parent, (ii) all of the material Leases to which any MLIM Business Entity is a party. Except as set forth in Schedule 3.12, such leased real property constitutes all material real property leased, subleased, licensed or otherwise used in the operation of the MLIM Business as presently conducted. True and correct copies of such real property Leases have been delivered or made available to BlackRock, together with any amendments, modifications or supplements thereto. There exists no material default or condition, or any state of facts or event which with the passage of time or giving of notice or both would constitute a material default, in the performance of its obligations under any of such real property Leases by MLIM Parent or any of its Controlled Affiliates or, to the knowledge of MLIM Parent, by any other party to any of such Leases. Except as may be limited by bankruptcy, insolvency, reorganization and similar applicable Laws affecting creditors generally and by the availability of equitable remedies (a) Neither each of the Company nor any real property Leases are legal, valid and binding obligations of its Subsidiaries owns any real property. MLIM Parent or a MLIM Controlled Affiliate, as applicable, and, to the knowledge of MLIM Parent, each other party to such Leases and (b) Section 3.21(b)(i) each of the Company Disclosure Letter contains a complete and accurate list Leases is enforceable against MLIM Parent or its Controlled Affiliate, as applicable, and, to the knowledge of all of the existing material Leases for real property as of the date of this Agreement (MLIM Parent, each other party to such property, the “Leased Real Property”) including, with respect to each Lease, the name of the lessor and the date of the Lease and except in each amendment thereto. The Company has heretofore made available to Parent true, correct and complete copies of all Leases case for real property (including all modifications, amendments, supplements and material waivers and side letters thereto). The Company and/or its Subsidiaries have and own valid leasehold estates in the Leased Real Property, free and clear of all Encumbrances other than Permitted Encumbrances except for such failures to own valid leaseholds that have not had and are not reasonably likely to result inthat, individually or in the aggregate, have not had and would not reasonably be expected to have or result in a Company MLIM Material Adverse Effect. Section 3.21(b)(ii) of the Company Disclosure Letter contains a complete and accurate list of all of the existing Leases granting to any Person, other than the Company or any of its Subsidiaries, any right to use or occupy, now or in the future, any of the Leased Real Property. The Leases are each in full force and effect against the Company or subsidiary party thereto and, to the Company’s knowledge, against the other parties thereto, subject to the Bankruptcy and Equity Exception, and neither the Company Neither MLIM Parent nor any of its Subsidiaries Controlled Affiliates has received any written notice or oral communication from the landlord or lessor under any of any material such real property Leases claiming that it is in breach of its obligations under such Leases, except for written or default underoral communications claiming breaches that, any material Leaseindividually or in the aggregate, would not reasonably be expected to have or result in a MLIM Material Adverse Effect.

Real Property. (a) Neither the Company nor any of its Subsidiaries owns any real property. (b) Section 3.21(b)(i3.17(a) of the Company Disclosure Letter contains a complete and accurate list of Schedule identifies all of the existing material Leases for real property estate owned by the Company or any of its Subsidiaries as of the date of this Agreement (such propertytogether with all of the buildings, structures and other improvements located thereon, the “Leased Owned Real Property”) including, with respect to each Lease, the name of the lessor and the date of the Lease and each amendment thereto. The Company has heretofore made available to Parent true, correct and complete copies of all Leases for real property (including all modifications, amendments, supplements and material waivers and side letters thereto). The Company and/or or one of its Subsidiaries have has good and own valid leasehold estates in title to the Leased Owned Real Property, free and clear of all Encumbrances Liens (other than Permitted Encumbrances except Encumbrances). There are no parties in possession of any parcel of Owned Real Property or any portion thereof other than the Company or a Subsidiary of the Company, and there are no leases, subleases, licenses, concessions or other agreements, written or oral, granting to any third party or parties the right of use or occupancy of any of the Owned Real Property or any portion thereof. There are no outstanding options or rights of first refusal in favor of any third party to purchase the Owned Real Property or any portion thereof or interest therein. (b) Section 3.17(b) of the Company Disclosure Schedule sets forth a true, correct and complete list of all real property subject to a lease, sublease or other occupancy agreement (each a “Real Estate Lease”) which demises more than 5,000 square feet of rentable area for use by the Company or any of its Subsidiaries as of the date of this Agreement (collectively, including the buildings, structures and other improvements located thereon, the “Leased Real Property”), and for each Leased Real Property, identifies the street address of such failures to own valid leaseholds that have not had and are not reasonably likely to result inLeased Real Property. Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Section 3.21(b)(ii) of , the Company Disclosure Letter contains or one of its Subsidiaries has a complete valid leasehold interest in, and accurate list enjoys actual, exclusive, peaceful and undisturbed possession of, the relevant Leased Real Property, in each case free and clear of all Liens of the existing Leases granting to any Person, nature whatsoever other than and subject to Permitted Encumbrances. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, there are no leases, subleases, licenses, occupancy agreements, options, rights or other agreements or arrangements to which the Company or any of its SubsidiariesSubsidiaries is a party, granting to any Person the right to use use, occupy or occupy, now or otherwise obtain a real property interest in the future, any of the Leased Real Property. The Leases are . (c) True, correct and complete copies of each in full force and effect against the Company or subsidiary party thereto and, Real Estate Lease have been made available to Parent prior to the Company’s knowledgedate hereof, against the other parties thereto, subject to the Bankruptcy and Equity Exception, and neither the Company nor any of its Subsidiaries has received written notice of any material breach of or default underincluding, any material Leaseamendments, modifications or changes thereto.

Real Property. (ai) Neither Except in any such case as would not, individually or in the Company nor any of its Subsidiaries owns any real property. (b) Section 3.21(b)(i) of the Company Disclosure Letter contains aggregate, reasonably be expected to result in a complete and accurate list of all of the existing material Leases for real property as of the date of this Agreement (such property, the “Leased Real Property”) includingMaterial Adverse Effect, with respect to each Lease, the name of the lessor and the date of the Lease and each amendment thereto. The Company has heretofore made available to Parent true, correct and complete copies of all Leases for real property (including all modifications, amendments, supplements and material waivers and side letters thereto). The owned by the Company and/or or its Subsidiaries have (the “Owned Real Property”), (A) the Company or one of its Subsidiaries, as applicable, has good and own valid leasehold estates in marketable title to the Leased Owned Real Property, free and clear of all Encumbrances other than Permitted Encumbrances any Encumbrance, and (B) there are no outstanding options or rights of first refusal to purchase the Owned Real Property, or any portion thereof or interest therein. (ii) With respect to the real property leased or subleased to the Company or its Subsidiaries (the “Leased Real Property”), (A) the lease or sublease for such property is valid, legally binding, enforceable and in full force and effect, and none of the Company or any of its Subsidiaries is in breach of or default under such lease or sublease, and no event has occurred which, with notice, lapse of time or both, would constitute a breach or default by any of the Company or its Subsidiaries or permit termination, modification or acceleration by any third party thereunder, and (B) no third party has repudiated or has the right to terminate or repudiate such lease or sublease (except for the normal exercise of remedies in connection with a default thereunder or any termination rights set forth in the lease or sublease) or any provision thereof, except in each case, for such invalidity, failures to own valid leaseholds be binding, unenforceability, ineffectiveness, breaches, defaults, terminations, modifications, accelerations, repudiations and rights to terminate or repudiate that have not had and are not reasonably likely to result inwould not, individually or in the aggregate, reasonably be expected to result in a Company Material Adverse Effect. . (iii) For purposes of this Section 3.21(b)(ii5.1(k) only, “Encumbrance” means any mortgage, lien, pledge, charge, security interest, easement, covenant, or other restriction or title matter or encumbrance of any kind in respect of such asset except for (A) specified encumbrances described in Section 5.1(k)(iii) of the Company Disclosure Letter contains a complete Letter; (B) encumbrances for current Taxes or other governmental charges not yet due and accurate list payable; (C) mechanics’, carriers’, workmen’s, repairmen’s or other like encumbrances arising or incurred in the ordinary course of all business consistent with past practice relating to obligations as to which there is no default on the part of Company, or the existing Leases granting to any Personvalidity or amount of which is being contested in good faith by appropriate proceedings; and (D) other encumbrances that do not, other than the Company or any of its Subsidiaries, any right to use or occupy, now individually or in the futureaggregate, any materially impair the continued use, operation, value or marketability of the specific parcel of Owned Real Property or Leased Real Property. The Leases are each in full force and effect against Property to which they relate or the conduct of the business of the Company or subsidiary party thereto and, to the Company’s knowledge, against the other parties thereto, subject to the Bankruptcy and Equity Exception, and neither the Company nor any of its Subsidiaries has received written notice of any material breach of or default under, any material Leaseas presently conducted.

Real Property. (ai) Neither Except in any such case as is not and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company nor or its applicable Subsidiary has good and valid title to each parcel of real property owned by the Company or any of its Subsidiaries owns any real property(the “Owned Real Property”), free and clear of all Liens except for Permitted Liens. (bii) Except in any such case as is not and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company or its applicable Subsidiary holds good and valid leasehold interests in the real property which is leased or subleased by the Company or any of its Subsidiaries (the “Leased Real Property”), free and clear of all Liens. Section 3.21(b)(i5.1(p)(ii) of the Company Disclosure Letter contains a true and complete and accurate list of all of the existing material Leases for real property list, as of the date hereof, of this Agreement each parcel of Leased Real Property (such propertyA) that is one of the sixteen “larger leased sites” listed in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017 in its response to Item 2 thereof, (B) that contains a manufacturing facility or (C) with an annual rent payment in excess of $2 million (collectively, the “Material Leased Real Property”) including, with respect to each Lease, the name ). Each Contract of the lessor and Company or its applicable Subsidiary for the date of the Lease and each amendment thereto. The Company has heretofore made available to Parent true, correct and complete copies of all Leases for real property (including all modifications, amendments, supplements and material waivers and side letters thereto). The Company and/or its Subsidiaries have and own valid leasehold estates in the Material Leased Real Property, free where such Contract constitutes a lease of real property establishing a leasehold estate under which the Company or its applicable Subsidiary is a tenant or subtenant (a “Material Lease”), is valid and clear binding on the Company and each of all Encumbrances its Subsidiaries that is a party thereto (but in each case subject to the Bankruptcy and Equity Exception) and, to the Knowledge of the Company, each other than Permitted Encumbrances party thereto and is in full force and effect, except for such failures to own be valid leaseholds and binding or to be in full force and effect that have not had and are would not reasonably likely be expected to result inhave, individually or in the aggregate, a Company Material Adverse Effect. Section 3.21(b)(iiThere is no default (beyond applicable grace, notice and/or cure periods, if any) of the Company Disclosure Letter contains a complete and accurate list of all of the existing Leases granting to under any Person, other than Material Lease by the Company or any of its SubsidiariesSubsidiaries that is a party thereto, any right or to use or occupy, now or in the future, any Knowledge of the Leased Real Property. The Leases are each in full force Company any other party thereto, and effect against no event has occurred that with notice or lapse of time or both would constitute a default thereunder by the Company or subsidiary party thereto and, to the Company’s knowledge, against the other parties thereto, subject to the Bankruptcy and Equity Exception, and neither the Company nor any of its Subsidiaries has received written notice that is a party thereto, or to the Knowledge of the Company any other party thereto, except in each case as is not and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Complete and correct copies of each Material Lease and any material breach amendments thereto have been provided or made available to Buyer prior to the date hereof. Except as is not and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, there are no condemnation or eminent domain proceedings or compulsory purchase pending or, to the Knowledge of the Company, threatened with respect to the Owned Real Property or default under, any material LeaseMaterial Leased Real Property that would interfere with the present use of the real property subject thereto by the Company or its Subsidiaries.

Real Property. (a) Neither the Company nor any of its Subsidiaries owns any real property. (b) Section 3.21(b)(iSCHEDULE 4.10(B) of the Company Disclosure Letter contains sets forth a complete and accurate list of all real property and interests in real property leased by the Company or any of its Subsidiaries (each, a "REAL PROPERTY LEASE", and collectively, the "REAL PROPERTY LEASES") as lessee or lessor. The Company or the applicable Subsidiary has good, legal and marketable title to the leasehold estates in all Real Property Leases in each case free and clear of all Liens. Neither the Company nor any Subsidiary has any reason to believe that such title would not be insurable subject to customary exceptions. (c) Each of the existing material Real Property Leases for real property is valid and enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity), and there is no default under any Real Property Lease by the Company or the applicable Subsidiary or, to the knowledge of the date Company, by any other party thereto, and no event has occurred that with the lapse of this Agreement (such property, time or the “Leased Real Property”) including, with respect to each Lease, the name giving of the lessor and the date of the Lease and each amendment theretonotice or both would constitute a default thereunder. The Company has heretofore delivered or otherwise made available to Parent the Purchasers true, correct and complete copies of the Real Property Leases, together with all Leases for real property (including all amendments, modifications, amendments, supplements and material waivers and or side letters thereto). The Company and/or its Subsidiaries have and own valid leasehold estates in affecting the Leased Real Property, free and clear obligations of all Encumbrances other than Permitted Encumbrances except for such failures to own valid leaseholds that have not had and are not reasonably likely to result in, individually any party thereunder. (d) No previous or in the aggregate, a Company Material Adverse Effect. Section 3.21(b)(ii) of the Company Disclosure Letter contains a complete and accurate list of all of the existing Leases granting current party to any Person, other than Real Property Lease has given notice of or made a claim with respect to any breach or default thereunder. With respect to those Real Property Leases that were assigned or subleased to the Company or any of its Subsidiariesa Subsidiary by a third party, any right all necessary consents to use such assignments or occupy, now or in the future, any of the Leased Real Property. The Leases are each in full force and effect against the Company or subsidiary party thereto and, to the Company’s knowledge, against the other parties thereto, subject to the Bankruptcy and Equity Exception, and neither the Company nor any of its Subsidiaries has received written notice of any material breach of or default under, any material Leasesubleases have been obtained.

Real Property. (a) Neither As of the date of this Agreement, neither the Company nor any of its Subsidiaries owns any real property or any contractual right, option or obligation to acquire any real property. (b) Section 3.21(b)(i4.13(b) of the Company Disclosure Letter contains a complete and accurate list of all of the existing material Leases for real property leases, subleases or other agreements (collectively, the “Leases”) under which the Company or any of its Subsidiaries, as of the date of this Agreement Agreement, uses or occupies any real property (such property, the “Leased Real Property”) including, with respect to each Lease, the name of the lessor and the date of the Lease and each amendment thereto. The Company has heretofore made available to Parent true, correct and complete copies of all Leases for real property (including all modifications, amendments, supplements and material waivers and side letters thereto). The Company and/or its Subsidiaries have good and own valid leasehold estates in the each Leased Real Property, free and clear of all Encumbrances Liens other than Permitted Encumbrances Liens. All rents, royalties and other payments due from the Company or any of its Subsidiaries on each of the Leases has been paid in full, except for such failures to own valid leaseholds that have payments which are not had yet delinquent and are accrued on the Company’s financial statements. Neither the Company nor any of its Subsidiaries is in material default of any of its obligations under any Lease, and, to the Knowledge of the Company, no events exist which upon the passage of time or the giving of notice or both would constitute a material default thereunder or otherwise would entitle the other party to any Lease to issue a notice of default. True, correct, and complete copies of each Lease together with any and all amendments, modifications, side agreements, acknowledgements or other documents related thereto have been provided to LKQ and Parent. Except as set forth in Section 4.13(b) or Section 4.13(c) of the Company Disclosure Letter, with respect to each Leased Real Property: (i) the Lease is legal, valid, binding and in full force and effect; (ii) the other party to such Lease is not reasonably likely an Affiliate of the Company or its Subsidiaries; (iii) neither the Company nor any of its Subsidiaries has subleased, licensed, or otherwise granted any Person the right to result inuse or occupy the Leased Property or any portion thereof; (iv) neither the Company nor any of its Subsidiaries has collaterally assigned or granted any other encumbrance in such Lease or any interest therein; and (v) neither the Company nor any of its Subsidiaries has received any written notice that a landlord, individually sublandlord or other party to any Lease is in default of any ground lease, mortgage, deed of trust, collateral assignment or other lien affecting the aggregate, a Company Material Adverse Effect. title to the Leased Property. (c) Section 3.21(b)(ii4.13(c) of the Company Disclosure Letter contains a complete and accurate list of all of the existing Leases granting to any Person, other than the Company or any of its Subsidiaries, any right to use or occupy, now or in the future, any portion of the Leased Real Property. The Leases are each in full force and effect against the Company or subsidiary party thereto and, to the Company’s knowledge, against the other parties thereto, subject to the Bankruptcy and Equity Exception, and neither the Company nor any of its Subsidiaries has received written notice of any material breach of or default under, any material Lease.

Real Property. (a) Neither HRB or a HRB subsidiary (x) has good and marketable title to all the Company nor any of its Subsidiaries owns any real property. (b) property specifically identified as “owned” on Section 3.21(b)(i4.19(a) of the Company HRB Disclosure Letter contains a complete and accurate list of all of the existing material Leases for real property as of Schedule or acquired after the date of this Agreement (such property, except properties sold or otherwise disposed of since the date hereof in accordance with this Agreement) (the “Leased Real PropertyHRB Owned Properties”) including, with respect to each Lease, the name of the lessor and the date of the Lease and each amendment thereto. The Company has heretofore made available to Parent true, correct and complete copies of all Leases for real property (including all modifications, amendments, supplements and material waivers and side letters thereto). The Company and/or its Subsidiaries have and own valid leasehold estates in the Leased Real Property, free and clear of all Encumbrances other than Liens, except Permitted Encumbrances except for such failures to own valid leaseholds that have not had Encumbrances, and are not reasonably likely to result in, individually or in (y) is the aggregate, a Company Material Adverse Effect. lessee of all leasehold estates specifically identified as “leased” on Section 3.21(b)(ii4.19(a) of the Company HRB Disclosure Letter contains a complete and accurate list Schedule or acquired after the date of all this Agreement (except for leases that have expired by their terms since the date of this Agreement) (the “HRB Leased Properties” and, collectively with the HRB Owned Properties, the “HRB Real Property”). (b) With respect to each of the existing Leases granting to any Person, other than the Company HRB Leased Properties: (i) HRB or any one of its Subsidiaries, any right to use or occupy, now or Subsidiaries has a valid leasehold interest in the future, any each of the HRB Leased Real Property. The Leases are each Properties; (ii) such lease is legal, valid, binding and enforceable in accordance with its terms and in full force and effect; (iii) the transactions contemplated hereby do not require the consent of any other party to such lease and will not result in a breach of or default under such a lease, or otherwise cause such lease to cease to be legal, valid, binding, enforceable and in full force and effect against on identical terms following the Company or subsidiary party thereto andClosing; (iv) neither HRB nor its Subsidiaries nor, to the CompanyHRB’s knowledge, against the any other parties thereto, subject party to the Bankruptcy lease is in breach or default under such lease and Equity Exceptionno event has occurred or circumstance exists which, and in any of the foregoing cases with delivery of notice, passage of time or both, would permit the termination, modification or acceleration of rent under such lease. (c) Other than the HRB Real Property, neither the Company HRB nor any of its Subsidiaries has received written notice any other direct or indirect interest in real property, whether owned, leased, optioned or otherwise, and the HRB Real Property comprise all real property associated with the operation of any material breach of or default under, any material LeaseHRB’s business.

Real Property. (a) Neither the Company nor any of its Subsidiaries owns any real property. (b) Section 3.21(b)(i) of the Company Disclosure Letter contains a complete and accurate list of all of the existing material Leases for real property Except as of the date of this Agreement (such property, the “Leased Real Property”) including, with respect to each Lease, the name of the lessor and the date of the Lease and each amendment thereto. The Company has heretofore made available to Parent true, correct and complete copies of all Leases for real property (including all modifications, amendments, supplements and material waivers and side letters thereto). The Company and/or its Subsidiaries would not have and own valid leasehold estates in the Leased Real Property, free and clear of all Encumbrances other than Permitted Encumbrances except for such failures to own valid leaseholds that have not had and are would not reasonably likely be expected to result inhave, individually or in the aggregate, a Company Material Adverse Effect. , the Company or a Company Subsidiary has good and marketable fee title to the real property owned by the Company or any Company Subsidiary (the “Company Owned Real Property”), in each case, free and clear of all Liens other than Permitted Liens. (b) Section 3.21(b)(ii3.18(b) of the Company Disclosure Letter contains sets forth a true and complete and accurate list of all of the existing Leases granting to each lease, sublease, license and other Contract, together with any Personamendments or renewals and any guarantees thereof or thereto (each, other than a “Company Real Property Lease”), under which the Company or any of its Subsidiaries, any Company Subsidiary uses or occupies or has the right to use or occupyoccupy any real property at which operations of the Company and the Company Subsidiaries are presently conducted (the “Company Leased Real Property”; the Company Owned Real Property and Company Leased Real Property being sometimes referred to herein as the “Company Property”). The Company has made available to Parent a true, now correct and complete copy of each Company Real Property Lease. Except as would not have and would not reasonably be expected to have, individually or in the futureaggregate, any of the Leased a Company Material Adverse Effect, (i) each Company Real Property. The Leases are each Property Lease is valid, binding and in full force and effect against (except as may be limited by the Enforceability Exceptions), (ii) to the Knowledge of the Company, none of the Company, any Company Subsidiary or any counterparty is in breach or default under any Company Real Property Lease, and no event has occurred or circumstance exists which, with or without notice, lapse of time, or both, would constitute a material default by the Company, any Company Subsidiary or any counterparty under any Company Real Property Lease, (iii) the Company or subsidiary party thereto and, to the Company’s knowledge, against the other parties theretoapplicable Company Subsidiary has a good and valid leasehold interest, subject to the Bankruptcy terms of the Company Real Property Lease applicable thereto, in each parcel of Company Leased Real Property, in each case free and Equity Exceptionclear of all Liens other than Permitted Liens, and (iv) there are no outstanding options, rights of first offer or rights of first refusal granting any Third Party the right to purchase any Company Owned Real Property or any portion thereof or interest therein. (c) As of the date of this Agreement, none of the Company Properties are being leased or subleased to any other Person. (d) To the Knowledge of the Company, neither the Company nor any of its Subsidiaries Company Subsidiary has received any written notice of any material breach violation of any Law relating to any Company Property. (e) Except as would not have and would not reasonably be expected to have, individually or default underin the aggregate, a Company Material Adverse Effect, neither the Company nor any material LeaseCompany Subsidiary has received any written notice of any condemnation, eminent domain, requisition or taking Proceeding by any Governmental Entity with respect to any Company Property, or negotiations for the purchase of any Company Property in lieu of condemnation, and, to the Knowledge of the Company, no condemnation, eminent domain, requisition Proceeding or taking has been commenced or threatened in connection with any of the foregoing.

Real Property. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (a) Neither the Company nor and its Subsidiaries have defensible title to all real property owned by the Company or any of its Subsidiaries owns any real property. (b) Section 3.21(b)(i) of the Company Disclosure Letter contains a complete and accurate list of all of the existing material Leases for real property as of the date of this Agreement (such propertycollectively, the “Leased Company Owned Real Property”) including, with respect to each Lease, the name of the lessor and the date of the Lease and each amendment thereto. The Company has heretofore made available to Parent true, correct and complete copies of all Leases for real property (including all modifications, amendments, supplements and material waivers and side letters thereto). The Company and/or its Subsidiaries have and own valid leasehold estates in all real property leased, subleased, licensed or otherwise occupied (whether as tenant, subtenant, licensee or pursuant to any other occupancy arrangements) by the Company or any Subsidiary of the Company (collectively, including the improvements, fixtures and structures located thereon, the “Company Leased Real Property” and, together with the Company Owned Real Property, the “Company Real Property”), free and clear of all Encumbrances, except Permitted Encumbrances, (b) the Company and its Subsidiaries have defensible title to all Mining Rights included in the Company Owned Real Property, free and clear of all Encumbrances Encumbrances, except Permitted Encumbrances, (c) each agreement under which the Company or any Subsidiary of the Company is the landlord, sublandlord, licensor, tenant, subtenant, licensee or occupant with respect to the Company Leased Real Property (each, a “Company Real Property Lease”) to the knowledge of the Company is in full force and effect and is valid and enforceable against the parties thereto in accordance with its terms, subject, as to enforceability, 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 notice of any violation, breach or default under any Company Real Property Lease, and (d) there does not exist any pending or, to the knowledge of the Company, Threatened, condemnation or eminent domain Proceedings that affect any Company Real Property, subject, in each of clauses (a) through (d) above, to adverse proceedings in the Ordinary Course. The Company has not granted any third party any license, possessory or occupancy right or other similar right in any Company Real Property other than Permitted Encumbrances Encumbrances, except for such failures to own valid leaseholds that have as has not had and are would not reasonably likely be expected to result inhave, individually or in the aggregate, a Company Material Adverse Effect. Section 3.21(b)(ii) Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company Real Property constitutes all of the real estate, land, buildings, structures and fixtures located thereon and all easements, rights of way, options, coal, mineral, mining, water, surface and other rights and interests appurtenant thereto used in and necessary for the operation in all material respects of the respective businesses of the Company Disclosure Letter contains a complete and accurate list of all of the existing Leases granting to any Person, other than the Company or any of its Subsidiaries, any right to use or occupy, now or in the future, any of the Leased Real Property. The Leases are each in full force and effect against the Company or subsidiary party thereto and, to the Company’s knowledge, against the other parties thereto, subject to the Bankruptcy and Equity Exception, and neither the Company nor any of its Subsidiaries has received written notice of any material breach of or default under, any material Leaseas currently conducted.

Real Property. (a) Neither the Company nor any of its Subsidiaries owns any real property. (b) Section 3.21(b)(iSchedule 3.13(a) of the Company Disclosure Letter Schedule contains a complete and accurate list of all of the existing material Leases for real property as of the date of this Agreement (such property, the “Leased Owned Real Property”) including, with respect to each Lease, the name of the lessor and the date of the Lease and each amendment thereto. The Company Company, ▇▇▇▇▇ or any other Subsidiary, as the case may be, has heretofore made available to Parent truevalid fee interests in all of its Owned Real Property and good and marketable title thereto, correct and complete copies of all Leases for real property (including all modificationssuch Owned Real Property is owned by the Company, amendments, supplements and material waivers and side letters thereto). The Company and/or its Subsidiaries have and own valid leasehold estates in the Leased Real Property, ▇▇▇▇▇ or such Subsidiary free and clear of all Encumbrances other than Permitted Encumbrances except for such failures to own valid leaseholds that have not had and are not reasonably likely to result in, individually or in the aggregate, a Company Material Adverse Effect. Section 3.21(b)(ii(i) as set forth on Schedule 3.13(a) of the Company Disclosure Letter Schedule and (ii) Encumbrances for current taxes not yet due and payable or being contested in good faith by appropriate proceedings. (b) Schedule 3.13(b) of the Disclosure Schedule contains a complete and accurate list of all of the existing Leases granting Leased Real Property and a list of all leases and subleases pertaining to any Personsuch Leased Property including all agreements in which the Company, other than the Company ▇▇▇▇▇ or any other Subsidiary has an option to purchase or Lease any real property. Except as described in such Section of its Subsidiariesthe Disclosure Schedule, (i) there is no material violation of any right law, rule or regulation by the Company, ▇▇▇▇▇ or any other Subsidiary, as the case may be, or known to use the Company, ▇▇▇▇▇ or occupyany other Subsidiary, now or in as the futurecase may be, relating to any of the Leased Real Property, (ii) the Company, ▇▇▇▇▇ or any other Subsidiary, as the case may be, is in peaceful and undisturbed possession of the Leased Real Property, and, so long as the lease remains in effect, there are no contractual or legal restrictions that preclude or restrict the ability to use the premises for the purposes for which they are currently being used and (iii) the Company, ▇▇▇▇▇ or any other Subsidiary, as the case may be, has not leased or subleased any parcel or any portion of any parcel of Leased Real Property to any other Person, nor has the Company, ▇▇▇▇▇ or any other Subsidiary assigned its interest under any lease or sublease listed in Schedule 3.13(b) of the Disclosure Schedule to any third party. (c) The Company has, or has caused to be, delivered to the Purchaser true and complete copies of all leases and subleases listed in Schedule 3.13(b) of the Disclosure Schedule. The Leases are each Each of such leases and subleases is in full force and effect against and constitutes a legal, valid and binding obligation of the Company or subsidiary party thereto and, to the Company’s knowledge, against the other respective parties thereto, subject to and, except as set forth on Schedule 3.13(c) of the Bankruptcy and Equity ExceptionDisclosure Schedule, and neither the Company nor Company, ▇▇▇▇▇ or any other Subsidiary, as the case may be, is not in material default or breach of its Subsidiaries has received written (with or without the giving of notice or the passage of time) any such leases or subleases. To the knowledge of the Company, no third party is in material breach of any of such leases or default under, any material Leasesubleases.

Real Property. (a) With respect to each parcel of real property owned by the Company or any of the Subsidiaries (collectively, the “Owned Real Property”): (i) the Company or any of the Subsidiaries, as the case may be, has good and marketable indefeasible fee simple title, free and clear of all liens, charges, mortgages, security interests and encumbrances, except (A) Permitted Encumbrances; (B) easements for the erection and maintenance of public utilities exclusively serving the properties; or (C) other easements and encumbrances affecting the properties so long as same do not render title to the Owned Real Property unmarketable or uninsurable; (ii) neither the Company nor any of the Subsidiaries, as the case may be, has leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof; (iii) there are no outstanding options, rights of first offer, rights of reverter or rights of first refusal to purchase such Owned Real Property or any portion thereof or interest therein; and (iv) neither the Company nor any of the Subsidiaries is a party to any agreement or option to purchase any real property or interest therein. (b) With respect to each premises leased by the Company or any of the Subsidiaries (collectively, the “Leased Real Property”), the Company or any of the Subsidiaries, as the case may be, has delivered or made available to Parent and Acquisition Co. a true and complete copy of all leases, subleases, licenses or other agreement including all amendments, extensions, renewals or guaranties thereof (“Leases”) for such Leased Real Property. Except as indicated on Schedule 3.27(b), with respect to each of the aforementioned Leases: (i) such Lease is legal, valid, binding, enforceable and in full force and effect; (ii) the transactions contemplated by this Agreement, the Tender and Voting Agreement or the Acquisition Co. Option Agreement do not require the consent of any other party to such Lease, will not result in a breach of or default under such Lease, or otherwise cause such Lease to cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing; (iii) there are no material disputes with respect to such Lease; (iv) neither the Company nor any of the Subsidiaries, as the case may be, nor, to the knowledge of the Company or any of the Subsidiaries, as the case may be, any other party to the Lease is in breach or default under such Lease, and no event has occurred or failed to occur or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach or default, or permit the termination, modification or acceleration of rent under such Lease; (v) no security deposit or portion thereof deposited with respect to such Lease has been applied in respect of a breach or default under such Lease which has not been redeposited in full; (vi) neither the Company nor any of the Subsidiaries, as the case may be, owes, nor will it owe in the future, any brokerage commissions or finder’s fees with respect to such Lease; (vii) the other party to such Lease is not an affiliate of, and otherwise does not have any economic interest in, the Company or any of the Subsidiaries; (viii) neither the Company nor any of the Subsidiaries, as the case may be, has subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property or any portion thereof; (ix) neither the Company nor any of the Subsidiaries, as the case may be, has collaterally assigned or granted any other security interest in such Lease or any interest therein; and (x) there are no Liens on the estate or interest created by such Lease, other than, in the case of (i) through (x) above, for any such case where there is no current or reasonably likely material interference with the operations conducted at the Leased Real Property as presently conducted (or as would be conducted at full capacity). (c) The Company’s and each Subsidiary’s current use of the Leased Real Property is in material compliance with applicable Law and any applicable restrictions of record, and neither the Company nor any Subsidiary has received any notice of a material violation of any such Law or restriction with respect to the Leased Real Property that has not been cured. (d) Neither the Company nor any of its Subsidiaries owns any real property. (b) Section 3.21(b)(i) of the Company Disclosure Letter contains a complete and accurate list of all of the existing material Leases for real property as of the date of this Agreement (such property, the “Leased Real Property”) including, with respect to each Lease, the name of the lessor and the date of the Lease and each amendment thereto. The Company has heretofore made available to Parent true, correct and complete copies of all Leases for real property (including all modifications, amendments, supplements and material waivers and side letters thereto). The Company and/or its Subsidiaries have and own valid leasehold estates in the Leased Real Property, free and clear of all Encumbrances other than Permitted Encumbrances except for such failures to own valid leaseholds that have not had and are not reasonably likely to result in, individually or in the aggregate, a Company Material Adverse Effect. Section 3.21(b)(ii) of the Company Disclosure Letter contains a complete and accurate list of all of the existing Leases granting to any Person, other than the Company or any of its Subsidiaries, any right to use or occupyas the case may be, now or in the future, any of the Leased Real Property. The Leases are each in full force and effect against the Company or subsidiary party thereto and, to the Company’s knowledge, against the other parties thereto, subject to the Bankruptcy and Equity Exception, and neither the Company nor any of its Subsidiaries has received written any notice from any insurance company of any material breach defects or inadequacies in the Owned Real Property or Leased Real Property or any part thereof, which would materially and adversely affect the insurability of the same or default under, of any material Leasetermination or threatened (in writing) termination of any policy of insurance.

Real Property. (a) Neither the Company nor any of its Subsidiaries owns any real property. (b) Section 3.21(b)(i) of the Company Disclosure Letter contains a complete and accurate list of all of the existing material Leases for real property Except as of the date of this Agreement (such property, the “Leased Real Property”) including, with respect to each Lease, the name of the lessor and the date of the Lease and each amendment thereto. The Company has heretofore made available to Parent true, correct and complete copies of all Leases for real property (including all modifications, amendments, supplements and material waivers and side letters thereto). The Company and/or its Subsidiaries have and own valid leasehold estates in the Leased Real Property, free and clear of all Encumbrances other than Permitted Encumbrances except for such failures to own valid leaseholds that have would not had and are not reasonably likely to result inhave, individually or in the aggregate, a Company Material Adverse Effect. Section 3.21(b)(ii, (i) either the Company or a Subsidiary of the Company Disclosure Letter contains a complete has good and accurate list valid title to each material real property (and each real property at which material operations of all of the existing Leases granting to any Person, other than the Company or any of its SubsidiariesSubsidiaries are conducted) owned by the Company or any Subsidiary, other than Company Real Property Leases and Rights-of-Way (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, sublease and other agreement under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupyoccupy any material real property (or real property at which material operations of the Company or any of its Subsidiaries are conducted) (such property subject to a lease, now sublease or other agreement, the “Company Leased Real Property,” and such leases, subleases and other agreements are, collectively, the “Company Real Property Leases”), in each case, free and clear of all Liens other than any Company Permitted Liens, and other than any conditions, encroachments, easements, rights-of-way, restrictions and other encumbrances that do not adversely affect the existing use of the real property subject thereto by the owner (or lessee to the extent a leased property) thereof in the operation of its business (“Permitted Encumbrances”). Except as would not have, individually or in the futureaggregate, any of the Leased a Company Material Adverse Effect, (A) each Company Real Property. The Leases are each Property Lease is valid, binding and in full force and effect against the Company or subsidiary party thereto and, to the Company’s knowledge, against the other parties theretoeffect, subject to the Bankruptcy limitation of such enforcement by (i) the effect of bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium or other Laws affecting or relating to creditors’ rights generally or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and Equity Exceptiongeneral principles of equity, regardless of whether considered in a proceeding in equity or at law (the “Remedies Exceptions”) and (B) no uncured default of a material nature on the part of the Company or, if applicable, its Subsidiary or, to the knowledge of the Company, the landlord thereunder, exists under any Company Real Property Lease, 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. (b) Except as would not have, individually or in the aggregate, 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 that would reasonably be expected to adversely affect the existing use of such Company Owned Real Property or the Company Leased Real Property by the Company or its Subsidiaries in the operation of its business thereon, (ii) except for such arrangements solely among the Company and its Subsidiaries or among the Company’s Subsidiaries, there are no outstanding options or rights of first refusal in favor of any other party to purchase any Company Owned Real Property or any portion thereof or interest therein that would reasonably be expected to adversely affect the existing use of the Company Owned Real Property by the Company in the operation of its business thereon, and (iii) neither the Company nor any of its Subsidiaries is currently subleasing, licensing or otherwise granting any person the right to use or occupy a material portion of a Company Owned Real Property or Company Leased 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. (c) Except as would not, individually or in the aggregate, have a Company Material Adverse Effect or an SXL Material Adverse Effect: (i) each of the Company and its Subsidiaries has such Rights-of-Way that are necessary for the Company and its Subsidiaries to use and operate their respective assets and properties in the manner that such assets and properties are currently used and operated, and each such Right-of-Way is valid and free and clear of all Liens (other than Company Permitted Liens); (ii) the Company and its Subsidiaries conduct their businesses in a manner that does not violate any of the Rights-of-Way; (iii) the Company and its Subsidiaries have fulfilled and performed all of their obligations with respect to such Rights-of-Way; and (iv) neither the Company nor any of its Subsidiaries has received written notice of, and, to the knowledge of the Company, there does not exist, the occurrence of any material ongoing event or circumstance that allows, or after the giving of notice or the passage of time, or both, would allow the limitation, revocation or termination of any Right-of-Way or would result in any impairment of the rights of the Company and its Subsidiaries in and to any such Rights-of-Way. Except as would not, individually or in the aggregate, have a Company Material Adverse Effect or an SXL Material Adverse Effect, all pipelines operated by the Company and its Subsidiaries are subject to all Rights-of-Way that are necessary for the Company and its Subsidiaries to use and operate their respective assets and properties in the manner that such assets and properties are currently used and operated, and there are no gaps (including any gap arising as a result of any breach by the Company or any of or default under, its Subsidiaries of the terms of any material LeaseRights-of-Way) in such Rights-of-Way that would prevent the Company and its Subsidiaries to use and operate their respective assets and properties in the manner that such assets and properties are currently used and operated.

Real Property. (a) Neither Set forth on Schedule 2.16(a) is a complete list of all real property (i) owned by the Company nor any of its Subsidiaries owns any real propertyor the Subsidiary (the "OWNED PROPERTY"), or in which the Company or the Subsidiary has legal, beneficial or equitable title together with the principal uses for which each such Owned Property is used and (ii) with respect to which the Company or the Subsidiary is lessee, sublessee, licensee or other occupant or user (the "LEASED PROPERTY" and, collectively with the Owned Property, the "REAL PROPERTY"), together with the principal uses for which each Leased Property is used. (b) Section 3.21(b)(i) Seller has not received written notice of and has no knowledge of any claim of adverse possession or prescriptive rights involving any of the Company Disclosure Letter contains Real Property which has had or is reasonably likely to have a complete and accurate list of all Material Adverse Effect. All of the existing material Leases Real Property is currently being ingressed and egressed by the Company or the Subsidiary to and from the public street systems for real property as of the date of this Agreement (such property, the “Leased Real Property”) including, with respect to each Lease, the name of the lessor all usual street and the date of the Lease and each amendment theretoroad purposes. The Company has heretofore made available to Parent trueno knowledge of any order or decree requiring repair, correct and complete copies alteration, or correction of all Leases for real property (including all modifications, amendments, supplements and material waivers and side letters thereto). The Company and/or its Subsidiaries have and own valid leasehold estates in the Leased any existing condition affecting any Real Property, free and clear of all Encumbrances other than Permitted Encumbrances except for such failures to own valid leaseholds that have not had and are not reasonably likely to result in, individually or in the aggregate, a Company Material Adverse Effect. Section 3.21(b)(ii) of the Company Disclosure Letter contains a complete and accurate list of all of the existing Leases granting to any Person, other than the Company or any of its Subsidiaries, any right to use or occupy, now or in the future, any of the Leased Real Property. The Leases are each in full force and effect against the Company or subsidiary party thereto and, to Property owned by the Company’s knowledge, against the other parties thereto, subject to the Bankruptcy and Equity Exception, and neither . Neither the Company nor any of its Subsidiaries the Subsidiary has received written notice of any material breach or event of default on its part under the lease for any Leased Property which is material to its business and has no knowledge of any material breach or default underon the part of any other party to such lease. All material leases for Leased Property are in full force and effect and are valid and enforceable against the parties thereto in accordance with their terms. No material rental or other payments are delinquent under any such leases. Except as set forth on Schedule 2.16(b), the transactions contemplated hereby do not require the consent of any party to, and will not constitute an event of default under or permit any party to terminate or change the existing terms of, any material Leaselease. (c) Except as disclosed on Schedule 2.16(c), the Company or the Subsidiary, as applicable, has good and marketable title in fee simple to the Owned Property, good leasehold title to the Leased Property, and good title to all assets, businesses, plants, buildings, fixtures and improvements located on the Owned Property, in each case free and clear of any mortgages, deeds of trust, liens, security interests, judgments, options, encroachments, easements, rights-of-way and other imperfections of title. Except as disclosed on Schedule 2.16(c), neither the Company's nor the Subsidiary's assets, business or properties are subject to any restrictions with respect to the transferability thereof, and the Company's and the Subsidiary's title thereto will not be affected in any material way by the transactions contemplated hereby.

Real Property. (a) Neither the Company nor any of its Subsidiaries owns any real property. (b) Section 3.21(b)(i4.22(a) of the Company Disclosure Letter contains Schedules sets forth a true and complete and accurate list of all of the existing material Leases for real property list, as of the date of this Agreement Agreement, of all real property owned by the Company (such property, the “Leased Owned Real Property”) including, with respect to each Lease, the name of the lessor and the date of the Lease and each amendment thereto. The Company has heretofore made available to Parent true, correct and complete copies of all Leases for real property (including all modifications, amendments, supplements and material waivers and side letters thereto). The Company and/or its Subsidiaries have and own valid leasehold estates in the Leased Real Property, free and clear of all Encumbrances other than Permitted Encumbrances except for such failures to own valid leaseholds that have not had and are not reasonably likely to result inExcept as, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Company Material Adverse Effect, the Company has good and marketable title to all of the Owned Real Property free and clear of all Liens other than Permitted Liens. The Company has not granted, or is obligated under, any option, right of first offer, right of first refusal or similar contractual right to sell or dispose of the Owned Real Property or any portion thereof or interest therein. (b) Section 3.21(b)(ii4.22(b) of the Company Disclosure Letter contains Schedules sets forth a true and complete and accurate list of all real property leased, subleased, licensed or otherwise occupied by the Company and the address thereof (each, a “Leased Property”) and, with respect to each material Leased Property, each lease, sublease, license, sublicense or other occupancy agreement, in each case including all amendments thereto, demising any such Leased Property to the Company (each, a “Lease Agreement”). The Company (i) holds a valid and existing leasehold interest in each Leased Property and (ii) holds good and valid title to all material tangible properties and assets, in each case, free and clear of the existing Leases granting to any Person, all Liens other than Permitted Liens, except, in each case, as would not have a Company Material Adverse Effect. (c) With respect to each Leased Property, the Company enjoys possession and quiet enjoyment thereof and the Company has not subleased, licensed, sublicensed or any of its Subsidiaries, any otherwise granted anyone a right to use or occupyoccupy such Leased Property or any portion thereof, now or in the futureotherwise assigned, pledged, hypothecated, mortgaged or otherwise transferred any of the Leased Real Property. The Leases are each in full force and effect against the Company lease, sublease, license, sublicense or subsidiary party thereto and, to the Company’s knowledge, against the other parties thereto, subject to the Bankruptcy and Equity Exception, and neither the Company nor any of its Subsidiaries has received written notice of any material breach of or default under, any material Leaseinterest therein.

Real Property. (a) Neither None of the Company nor or any of its Subsidiaries owns any real property or has any options or rights or obligations to purchase, rights of first refusal, rights of first negotiation or rights of first offer to purchase, any real property. (b) Section 3.21(b)(i3.9(b) of the Company Disclosure Letter contains sets forth a complete and accurate list of all of the existing material Leases for real property as of the date of this Agreement of all real property (such propertycollectively, the “Leased Real Property”) includingleased, with respect to each Leasesubleased or licensed by the Company or any of its Subsidiaries (as lessor, sublessor or licensor, or lessee, sublessee or licensee, as the name of the lessor case may be) (all leases, subleases and the date of the Lease and each amendment thereto. The Company has heretofore made available to Parent true, correct and complete copies of all Leases for real property sublicenses (including all modifications, amendments, supplements modifications and material waivers and side letters extensions relating thereto). The ) pursuant to which the Company and/or or its Subsidiaries have (and own valid leasehold estates in all of its sublessees and licensees) occupies the Leased Real Property, free collectively, “Company Leases”, and clear all Company Leases indicated as “Material Company Leases” on Section 3.9(b) of all Encumbrances other than Permitted Encumbrances except for such failures to own valid leaseholds that have not had and are the Company Disclosure Letter (collectively “Material Leases”)). Except as would not reasonably likely to result inbe expected, individually or in the aggregate, to have a Company Material Adverse Effect: (i) each Company Lease is a valid and binding obligation of the Company or one its Subsidiaries and is in full force and effect, and the Company or one of its Subsidiaries has a valid leasehold title thereto, free and clear of any Lien or Lien Instrument (other than any Lien or Lien Instrument which has been incurred by the owner of the fee title or holder of a superior leasehold interest of or in the real property and which does not interfere with the use or operation of the property in the Business); and (ii) with respect to each Company Lease, the Company or one of its applicable Subsidiaries has performed each term, covenant and condition of each of the Company Leases that is to be performed by it. Neither the Company nor any Subsidiaries have received any written communication from, or given any written communication to, any other party to the Company Lease or any lender, alleging that the Company or any of its Subsidiaries or such other party, as the case may be, is in default (or that an event has occurred or circumstances exist that may (with notice, a lapse of time or both) constitute or result in such a default), and no such default exists on the part of the Company or any of its Subsidiaries (nor, to their Knowledge, does any default exist on the part of any other party) or indicating that such party intends to cancel, terminate or exercise any option to accelerate or recapture (A) under or with respect to any Material Lease, and (B) under or with respect to any other Company Leases except where the existence of such defaults, individually or in the aggregate, under any such other Company Lease does not and would not reasonably be expected to have a Company Material Adverse Effect. Section 3.21(b)(iiWith respect to all Material Leases, all buildings, improvements and fixtures and equipment located within, on or under the Leased Real Property and used in the Business (w) are in good operating condition and repair (ordinary wear and tear excepted); and (x) are in material compliance with zoning and other applicable land use regulations for their current uses. With respect to each Leased Real Property that is the subject of a Material Lease, each such property is fit for the continued use of such facilities in the manner appropriate for the purposes for which it is presently devoted. The Company Disclosure Letter contains a has made available to the Buyer true, complete and accurate list copies of all of the existing Leases granting to any PersonCompany Leases, other than the Company or any of its Subsidiaries, any right to use or occupy, now or in the future, any of the Leased Real Property. The Leases are each in full force and effect against the Company or subsidiary party thereto and, to the Knowledge of the Company’s knowledge, against the other parties theretothere are no material oral agreements, subject promises or understandings with respect to the Bankruptcy and Equity Exception, and neither the Company nor any of its Subsidiaries has received written notice of any material breach of or default under, any material LeaseLeased Real Property.

Real Property. (a) Neither Schedule 3.5 contains a true, correct and complete list of all real property owned or leased by the Company nor any of its Subsidiaries owns any real propertyBank (the “Bank Real Property”). (b) Section 3.21(b)(i) of the Company Disclosure Letter contains a complete and accurate list of all of the existing material Leases for real property Except as of the date of this Agreement (such propertydisclosed on Schedule 3.5, the “Leased Real Property”) including, no lease with respect to each Leaseany leased Bank Real Property and no deed with respect to any owned Bank Real Property contains any restrictive covenant that materially restricts the current use, transferability or value of such Bank Real Property. Each such lease is a legal, valid and binding obligation enforceable in accordance with its terms (except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and the availability of equitable remedies), and is in full force and effect; there are no existing material defaults by the Bank or, to the Knowledge of the Bank, the name other party thereunder, and, to the Knowledge of the lessor Bank, there are no allegations or assertions of such by any party under such agreement or any events that with notice lapse of time or the happening or occurrence of any other event would constitute a material default thereunder. (c) To the Knowledge of the Bank, none of the buildings and structures located on any Bank Real Property, nor any appurtenances thereto or equipment therein, nor the operation or maintenance thereof, violates in any material manner any restrictive covenants or encroaches on any property owned by others, nor does any building or structure of third parties encroach upon any Bank Real Property, except for those violations and encroachments that in the aggregate could not reasonably be expected to cause a Material Adverse Effect on the Bank. No condemnation proceeding is pending or, to the Bank’s Knowledge, threatened that would preclude or materially impair the use of any Bank Real Property in the manner in which it is currently being used. (d) The Bank has good and marketable title to, or a valid and enforceable leasehold interest in, all Bank Real Property and all improvements thereon, and all personal and intangible properties reflected in the Bank’s unaudited statement of condition dated as of March 31, 2006 (as included in the Interim Financial Statements) or acquired subsequent thereto, subject to no liens, mortgages, security interests, encumbrances or charges of any kind except (i) as noted in the Interim Financial Statements, (ii) statutory liens not yet delinquent, (iii) minor defects and irregularities in title and encumbrances that do not materially impair the use thereof for the purposes for which they are held, (iv) all matters of record, including, without limitation, survey exceptions, reciprocal easement agreements and other encumbrances on title to real property, and all special exceptions included in title insurance policies or title opinions issued to the Bank, and (v) those assets and properties disposed of for fair market value in the ordinary course of business since the date of the Lease and each amendment thereto. The Company has heretofore made available to Parent true, correct and complete copies of all Leases for real property (including all modifications, amendments, supplements and material waivers and side letters thereto). The Company and/or its Subsidiaries have and own valid leasehold estates in the Leased Real Property, free and clear of all Encumbrances other than Permitted Encumbrances except for such failures to own valid leaseholds that have not had and are not reasonably likely to result in, individually or in the aggregate, a Company Material Adverse Effect. Section 3.21(b)(ii) of the Company Disclosure Letter contains a complete and accurate list of all of the existing Leases granting to any Person, other than the Company or any of its Subsidiaries, any right to use or occupy, now or in the future, any of the Leased Real Property. The Leases are each in full force and effect against the Company or subsidiary party thereto and, to the Company’s knowledge, against the other parties thereto, subject to the Bankruptcy and Equity Exception, and neither the Company nor any of its Subsidiaries has received written notice of any material breach of or default under, any material LeaseInterim Financial Statements.

Real Property. (a) Neither Except as would not have a Company Material Adverse Effect or as set forth in Section 3.20(a) of the Company nor 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 owns free and clear of any real property. (b) Encumbrances other than Permitted Encumbrances. Section 3.21(b)(i3.20(a) of the Company Disclosure Letter contains a complete and accurate list of all of the existing material Leases for real property correct list, as of the date of this Agreement (such propertyhereof, the “Leased Real Property”) including, with respect to each Lease, the name of the lessor and the date of the Lease and each amendment thereto. The Company has heretofore made available to Parent true, correct and complete copies of all Leases for 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. (including all modifications, amendments, supplements and material waivers and side letters thereto). The Company and/or its Subsidiaries b) Except as would not have and own valid leasehold estates in the Leased Real Property, free and clear of all Encumbrances other than Permitted Encumbrances except for such failures to own valid leaseholds that have not had and are not reasonably likely to result in, individually or in the aggregate, 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 3.21(b)(ii3.20(b) of the Company Disclosure Letter contains a complete and accurate list 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 such real property. Except as would not 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 terminated in accordance with their terms, and (ii) 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 under the provisions of, any real property lease or sublease that is material to the Company and its Subsidiaries, taken as a whole. Neither the Company nor any of its Subsidiaries has entered into with any other Person (other than another wholly owned Subsidiary of the Company) any sublease, license or other agreement that is material to the Company and its Subsidiaries, taken as a whole, and that relates to the use or occupancy of all or any portion of the existing Leases granting real property material to any Person, other than the Company or any of its Subsidiaries, any right to use or occupy, now or in the future, any of the Leased Real Property. The Leases are each in full force Company has made available to Parent correct and effect against complete copies of all real property leases and subleases (including all material modifications, amendments, supplements, waivers and side letters thereto) pursuant to which the Company or subsidiary party thereto andany of its Subsidiaries thereof leases or licenses, as tenant, any real property that is material to the Company’s knowledgeCompany and its Subsidiaries, against taken as a whole. (c) As of the other parties theretodate hereof, subject to the Bankruptcy and Equity Exception, and neither the Company nor any of its Subsidiaries has received written notice of any material breach pending, and to the knowledge of the Company there is no threatened, condemnation proceeding with respect to any of the real property owned by the Company or default under, any material Leaseof its Subsidiaries.

Real Property. (a) Neither the Company nor any of its the Company Subsidiaries currently owns or has ever owned any real property. (b) Section 3.21(b)(i4.23(b) of the Company Disclosure Letter contains Schedules sets forth (i) a true, correct and complete and accurate list of all real property leased, subleased, licensed, sublicensed or otherwise occupied by the Company or any of the existing material Leases for real property as of the date of this Agreement Company Subsidiaries (such propertyeach, the a “Leased Real Property”) including, with respect to and (ii) the address for each Lease, the name of the lessor and the date of the Lease and each amendment theretoLeased Real Property. The Company has heretofore made available to Parent true, Made Available complete and correct and complete copies of all Leases for real property (each lease, sublease, license, sublicense or other occupancy agreement, in each case including all modificationsamendments thereto (each, amendmentsa “Lease Agreement”), supplements for each Leased Real Property. The Lease Agreement for each Leased Real Property is a valid and material waivers binding obligation enforceable against the Company or one of the Company Subsidiaries, as applicable, in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium and side letters thereto)other similar Applicable Law affecting creditors’ rights generally and by general principles of equity, and is in full force and effect. The Company and/or its or one of the Company Subsidiaries have and own has a valid leasehold estates leasehold, subleasehold, license, sublicense or similar interest in the each Leased Real Property, free and clear of all Encumbrances other than Permitted Encumbrances Liens except for such failures to own valid leaseholds that have not had Permitted Liens and are not reasonably likely to result in, individually there is no uncured material default or in the aggregate, a Company Material Adverse Effect. Section 3.21(b)(ii) of the Company Disclosure Letter contains a complete and accurate list of all of the existing Leases granting to any Person, other than material breach by the Company or any of its Subsidiaries, any right to use or occupy, now or in the future, any of the Leased Real Property. The Leases are each in full force and effect against the Company or subsidiary party thereto andSubsidiaries under any Lease Agreement or, to the Company’s knowledgeKnowledge, against any counterparty to a Lease Agreement nor any event or condition which, with the other parties theretogiving of notice or passage of time or both, subject would constitute a material default or material breach by the Company or any Company Subsidiary or any counterparty to the Bankruptcy and Equity Exception, and neither a Lease Agreement. Neither the Company nor any of its Subsidiaries has Company Subsidiary under any Lease Agreement has, since the Audited Balance Sheet Date, provided or received any written notice of any material breach intention to terminate or seek renegotiation of or default under, any material LeaseLease Agreement.

Real Property. (a) Neither True and complete copies of the Company nor any of its Subsidiaries owns any real propertyHonduran Facility Lease and the U.S. Arrow Factory Store leases (the "REAL PROPERTY") have previously been delivered to Buyer. (b) Section 3.21(b)(i) of the Company Disclosure Letter contains a complete and accurate list of all of the existing material Leases for CAT does not own any real property as of the date of this Agreement (such or interests in real property, the “Leased Real Property”) including, with respect to each Lease, the name of the lessor and the date of the Lease and each amendment thereto. The Company has heretofore made available to Parent true, correct and complete copies of all Leases for CAT does not lease or sublease any real property (including all modifications, amendments, supplements and material waivers and side letters thereto). The Company and/or its Subsidiaries have and own valid leasehold estates in the Leased Real Property, free and clear of all Encumbrances other than Permitted Encumbrances except for such failures pursuant to own the Honduran Facility Lease. (i) The Honduran Facility Lease is a valid leaseholds that have not had and are not reasonably likely to result inagreement, individually or in the aggregate, a Company Material Adverse Effect. Section 3.21(b)(ii) of the Company Disclosure Letter contains a complete and accurate list of all of the existing Leases granting to any Person, other than the Company or any of its Subsidiaries, any right to use or occupy, now or in the future, any of the Leased Real Property. The Leases are each in full force and effect and constitutes a valid and binding obligation of CAT and, to CP's Knowledge (as defined below), of any other party thereto, and is legally enforceable against CAT and, to CP's Knowledge, any other party thereto, (ii) CAT has not received any written notice from any other party to the Company Honduran Facility Lease of the termination thereof or subsidiary alleging a material default thereunder by CAT, (iii) there is no default or event which, with notice or lapse of time or both, would constitute a material default on the part of CAT (nor, to CP's Knowledge, on the part of any other party thereto) under the Honduran Facility Lease, and (iv) CAT has not transferred, assigned, hypothecated, pledged or encumbered any of its rights or interest thereunder. (c) CP and FS do not lease or sublease any real property included in the Assets other than pursuant to the U.S. Arrow Factory Store Leases. (i) Each Arrow Factory Store Lease is a valid agreement, in full force and effect and constitutes a valid and binding obligation of CP and/or FS that is a party thereto and, to the Company’s knowledgeCP's Knowledge, against the of any other parties party thereto, subject and is legally enforceable against each of CP and FS that is a party thereto and, to CP's Knowledge, any other party thereto, (ii) CP has not received any written notice from any other party to the Bankruptcy and Equity Exception, and neither Arrow Factory Store Leases of the Company nor termination thereof or alleging a material default thereunder by any of its Subsidiaries has received written CP and/or FS that is a party thereto, (iii) there is no default or event which, with notice of any material breach of or default under, any material Lease.lapse of

Real Property. (a) Neither the The Company nor any of and its Subsidiaries owns do not own, and have never owned, any real property. (b) Section 3.21(b)(i5.22(b) of the Company Disclosure Letter contains sets forth a true, correct and complete and accurate list of all of the existing material Leases for real property as leased, subleased, licensed, occupied or otherwise used by the Company or any of the date of this Agreement its Subsidiaries (such property, the “Leased Real Property”) including), with respect to each Lease, including the name addresses of the lessor and the date of the Lease and each amendment theretoall Leased Real Property. The Company has heretofore made available to Parent true, correct and complete copies of all Leases for real property (including all modificationsmaterial leases, amendmentssubleases, supplements licenses, occupancy agreements and material waivers and side letters thereto). The Company and/or its Subsidiaries have and own valid leasehold estates in the Leased Real Property, free and clear of all Encumbrances other than Permitted Encumbrances except for such failures to own valid leaseholds that have not had and are not reasonably likely to result in, individually or in the aggregate, a Company Material Adverse Effect. Section 3.21(b)(ii) of the Company Disclosure Letter contains a complete and accurate list of all of the existing Leases granting to any Person, other than agreements under which the Company or any of its Subsidiaries, any Subsidiaries uses or occupies or has the right to use or occupy, now or in the future, any real property (including all material modifications, amendments, supplements, guarantees, waivers, subordination or similar agreements, estoppels and side letters thereto) (the “Real Property Leases”). (c) There are no subleases, licenses, occupancy agreements, consents, assignments, purchase agreements or other contracts granting to any Person the right to use or occupy the Leased Real property, and no other Person is in possession of the Leased Real Property. The Leases are Property other than the Company or its Subsidiaries. (d) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, (i) each Real Property Lease is valid and binding on the Company and its Subsidiaries, as applicable, and, to the Knowledge of the Company, each other party thereto, and is in full force and effect against the Company or subsidiary party thereto and, to the Company’s knowledge, against the other parties theretoeffect, subject to the Bankruptcy Enforceability Exceptions, (ii) all rent and Equity Exception, other sums and neither charges payable by the Company nor or any of its Subsidiaries has as the tenant thereunder are current and the Company and its Subsidiaries have performed all material obligations required to be performed by them to date under each such Real Property Lease, (iii) no termination event or condition or uncured default of a material nature on the part of the Company or its Subsidiaries or, to the Knowledge of the Company, the landlord thereunder, exists under any Real Property Lease, and the Company and its Subsidiaries have not given or received written notice of termination, cancellation, breach or default under any Real Property Lease, (iv) the Company and its Subsidiaries have 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) the buildings and improvements on the Leased Real Property for which the Company and its Subsidiaries are responsible are in good operating condition and repair, ordinary wear and tear excepted, and free of any material defect, and are adequate in all material respects for the purposes for which they are currently being used by the Company and its Subsidiaries and (vi) the Company and its Subsidiaries have not received written notice of any material breach pending, and to the Knowledge of the Company, there is no threatened, condemnation with respect to any property leased pursuant to any of the Real Property Leases. (e) There are no outstanding options, rights of first offer or default under, rights of first refusal in favor of any material Leaseother party to purchase or lease the Leased Real Property or any portion thereof or interest therein.

Real Property. (a) Neither the The Company nor owns no real property and has no interest of any of its Subsidiaries owns type in any real propertyproperty other than the Leases. (b) Section 3.21(b)(iSchedule 3.13(b) describes each Leased Real Property and each lease of real property, for office use or otherwise, written or unwritten, to which the Company Disclosure Letter contains is a complete and accurate list of all of the existing material Leases for real property as of the date of this Agreement party or is in any way bond or obligated (such propertycollectively, the “Leases”). Other than the Leases, there are no other leases, subleases, licenses, concessions and other agreements (whether written or oral), including all amendments, extensions renewals, guaranties and other agreements with respect thereto, pursuant to which the Company holds any Leased Real Property”) including, with . Sellers have delivered to Buyer a true and complete copy of each Lease. With respect to each Lease: (i) such Lease is valid, binding, enforceable and in full force and effect, and the name Company enjoys peaceful and undisturbed possession of the lessor Leased Real Property; (ii) the Company is not in breach or default under such Lease, and no event has occurred or circumstance exists which, with the delivery of notice, passage of time or both, would constitute such a breach or default, and the date Company has paid all rent due and payable under such Lease; (iii) the Company has not received nor 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 such Lease and, to the Knowledge of any Seller, no other party is in default thereof, and each amendment no party to such Lease has exercised any termination rights with respect thereto. ; (iv) the Company has not subleased, assigned or otherwise granted to any Person the right to use or occupy such Leased Real Property or any portion thereof; and (v) the Company has not pledged, mortgaged or otherwise granted a Lien on its leasehold interest in any Leased Real Property. (c) The Company has heretofore made available to Parent true, correct and complete copies not received any written notice of all Leases for real property (including all modifications, amendments, supplements and i) material waivers and side letters thereto). The Company violations of building codes and/or its Subsidiaries have and own valid leasehold estates in zoning ordinances or other governmental or regulatory Laws affecting the Leased Real Property, free and clear of all Encumbrances other than Permitted Encumbrances except for such failures to own valid leaseholds that have not had and are not reasonably likely to result in(ii) existing, individually pending or in the aggregate, a Company Material Adverse Effect. Section 3.21(b)(ii) of the Company Disclosure Letter contains a complete and accurate list of all of the existing Leases granting to any Person, other than the Company or any of its Subsidiaries, any right to use or occupy, now or in the future, any of threatened condemnation proceedings affecting the Leased Real Property, or (iii) existing, pending or threatened zoning, building code or other moratorium proceedings, or similar matters which could reasonably be expected to materially and adversely affect the ability to operate the Leased Real Property as currently operated. Neither the whole nor any material portion of any Leased Real Property has been damaged or destroyed by fire or other casualty. (d) The Leases are each Leased Real Property is sufficient for the continued conduct of the Business after the Closing in full force and effect against substantially the Company or subsidiary party thereto and, same manner as conducted prior to the Company’s knowledge, against Closing and constitutes all of the office and other parties thereto, subject space necessary to conduct the Bankruptcy and Equity Exception, and neither the Company nor any of its Subsidiaries has received written notice of any material breach of or default under, any material LeaseBusiness as currently conducted.

Real Property. (a) Neither the Company nor any of its Subsidiaries owns or has ever owned any real property. (b) Section 3.21(b)(i3.19(b) of the Company Disclosure Letter Schedule contains a true, complete and accurate list of all of the existing material Leases for real property leases, subleases or other agreements (collectively, the “Leases”) under which the Company or any of its Subsidiaries, as of the date of this Agreement Agreement, 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”) including); provided, however, that the term “Leases” and “Leased Real Property” shall exclude the following real property and any lease, license or other occupancy agreement entered into by the Company or any Subsidiary with respect thereto: (i) leases, subleases or other agreements for residential apartments that are subject to each Lease, a Lease that (A) can be terminated by the name Company or any Subsidiary of the lessor and Company on sixty (60) days’ notice or less given at any time without payment or other Liability to the date Company or any Subsidiary of the Lease Company and each amendment thereto(B) require aggregate payments of no more than $200,000 over the term of all such Leases, and (ii) executive office suites, virtual office centers and similar arrangements, such as Regus office centers, that (A) can be terminated by the Company or any Subsidiary of the Company on sixty (60) days’ notice or less given at any time without payment or other Liability to the Company or any Subsidiary of the Company and (B) require aggregate payments of no more than $200,000 over the term of all such leases, subleases or other agreements, (collectively, “Excluded Leases”). The Company has heretofore made available to Parent true, correct and complete copies of all Leases for real property (including all modifications, amendments, supplements and material supplements, consents, waivers and side letters thereto). The To the Company’s Knowledge, each Lease is in full force and effect in accordance with its terms and the Company and/or its Subsidiaries have and own valid leasehold estates in the each Leased Real Property, free and clear of all Encumbrances Liens other than Permitted Encumbrances except for such failures to own valid leaseholds that have not had and are not reasonably likely to result in, individually or in the aggregate, a Company Material Adverse Effect. Encumbrances. (c) Section 3.21(b)(ii3.19(c) of the Company Disclosure Letter Schedule contains a complete and accurate list in all material respects of all of the existing Leases entered into by the Company or any of its Subsidiaries granting to any Person, other than the Company or any of its Subsidiaries, any right subleasehold estate, license to use or occupy, or other right, now or in the future, in any of the Leased Real Property. The Leases are each in full force and effect against the Company or subsidiary party thereto and, to the Company’s knowledge, against the other parties thereto, subject to the Bankruptcy and Equity Exception, and neither . (d) Neither the Company nor any of its Subsidiaries is in material breach of or default under, or has received written notice of any material breach of or default under, any material Lease, and, to the Company’s Knowledge, no event has occurred that with notice or lapse of time or both would constitute a breach or default thereunder by the Company or any of its Subsidiaries or any other party thereto. (e) To the Company’s Knowledge, each Leased Real Property is in reasonably good operating condition and repair.

Real Property. (a) Neither Except as would not have a Company Material Adverse Effect, the Company nor 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 owns any real propertyand 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 4.18(a) of the Company Disclosure Letter sets forth, as of the date hereof, a list of 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. (b) Section 3.21(b)(i4.18(b) of the Company Disclosure Letter contains a complete and accurate list of all of the existing material Leases for real property sets forth, as of the date hereof, a list of this Agreement the Company Leases (such property, the “Leased Real Property”) including), with respect to each Lease, the name including a street address or other description of the lessor premises leased and the date of Company or Subsidiary that leases the Lease and each amendment theretosame. The Company has heretofore made available to Parent true, correct and complete copies Copies of all Company Leases for real property (including all material modifications, amendments, supplements and material supplements, waivers and side letters thereto)) have been made available to Parent. The Company and/or its Subsidiaries have and own valid leasehold estates in the Leased Real Property, free and clear of all Encumbrances other than Permitted Encumbrances except for such failures to own valid leaseholds that have Except as would not had and are not reasonably likely to result inconstitute, individually or in the aggregate, a Company Material Adverse Effect. Section 3.21(b)(ii) of the Company Disclosure Letter contains a complete and accurate list of all of the existing Leases granting to any Person, other than the Company or any one of its SubsidiariesSubsidiaries has a good and valid leasehold interest in each Material Company Lease, any right to use or occupyfree and clear of all Liens (other than Permitted Liens), now or in the future, any of the Leased Real Property. The Leases are and each Material Company Lease is in full force and effect against and is the valid and binding obligation of the Company or subsidiary Subsidiary that is a party thereto and, to the Knowledge of the Company’s knowledge, against the other parties party (or parties) thereto, subject to the Bankruptcy enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and Equity Exception, and neither by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). Neither the Company nor any of its Subsidiaries has received any written notice of any material breach event of default under any of the 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 default under, any material under a Material Company Lease. (c) 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 (other than Permitted Liens), except to the extent disposed of in the ordinary course of business since the date of the latest audited financial statements included in the Company SEC Documents.

Real Property. (ai) Neither Except in any such case as is not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect, with respect to the real property owned by the Company nor or its Subsidiaries (the “Owned Real Property”), (A) the Company or one of its Subsidiaries, as applicable, has good and marketable title to the Owned Real Property, free and clear of any Encumbrance, and (B) there are no outstanding options or rights of first refusal or contracts to purchase the Owned Real Property, or any portion of the Owned Real Property or interest therein. (ii) With respect to the real property leased or subleased to the Company or its Subsidiaries (the “Leased Real Property”), the lease or sublease for such property is valid, legally binding, enforceable and in full force and effect with respect to the Company or Subsidiary party thereto and to the knowledge of the Company, each other party thereto, and none of the Company or any of its Subsidiaries owns is in breach or violation of or default under such lease or sublease, and no event has occurred which, with notice, lapse of time or both, would constitute a breach, violation or default by any real propertyof the Company or its Subsidiaries or permit termination, modification or acceleration or repudiation by any third party thereunder, except in each case, for such invalidity, failure to be binding, unenforceability, ineffectiveness, breaches, violations, defaults, charges, terminations, modifications, accelerations or repudiations that is not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect. (biii) Section 3.21(b)(i5.1(k)(iii) of the Company Disclosure Letter contains a true and complete and accurate list of all of the existing material Leases for real property Owned Real Property and, as of the date of this Agreement (such propertyAgreement, the “Leased Real Property”. Except as set forth in Section 5.1(k)(iii) includingof the Company Disclosure Letter, there has been no assignment or sublease, as of the date of this Agreement, of the Leased Real Property. Section 5.1(k)(iii) of the Company Disclosure Letter sets forth (x) a description of the principal functions conducted at each such parcel of Owned Real Property and Leased Real Property and (y) the street address of each such parcel of Owned Real Property and Leased Real Property. (iv) For purposes of Section 5.1(k)(i) only, “Encumbrance” means any mortgage, lien, pledge, charge, security interest, easement, covenant, or other restriction or title matter or encumbrance of any kind in respect of such asset but specifically excludes (A) specified encumbrances described in Section 5.1(k)(iv) of the Company Disclosure Letter; (B) encumbrances for current Taxes or other governmental charges not yet due and payable or the validity or amount of which is being contested in good faith by appropriate proceedings and are reflected on or specifically reserved against or otherwise disclosed in the consolidated balance sheets included in the Company Reports; (C) mechanics’, carriers’, workmen’s, repairmen’s, lessor’s or other like encumbrances arising or incurred in the ordinary course of business consistent with past practice relating to obligations as to which there is no material default on the part of Company, or the validity or amount of which is being contested in good faith by appropriate proceedings and are reflected on or specifically reserved against or otherwise disclosed in the consolidated balance sheets included in the Company Reports; (D) roads, highways and other public rights of way; (E) zoning, land use and other Laws; (F) any matters that would be shown by an accurate survey that do not materially impair the continued use or operation of the real property to which they relate and, with respect to each Lease, the name of the lessor and the date of the Lease and each amendment thereto. The Company has heretofore made available to Parent true, correct and complete copies of all Leases for real property (including all modifications, amendments, supplements and material waivers and side letters thereto). The Company and/or its Subsidiaries have and own valid leasehold estates in the Leased Owned Real Property, free do not materially impair the value or the ability to liquidate the real property to which they relate; and clear of all Encumbrances (G) other than Permitted Encumbrances except for such failures to own valid leaseholds Liens or encumbrances that have not had and are not reasonably likely to result inmaterial in amount and that do not, individually or in the aggregate, a Company Material Adverse Effect. Section 3.21(b)(ii) materially impair the continued use or operation of the real property to which they relate or the conduct of the business of the Company Disclosure Letter contains a complete and accurate list of all of the existing Leases granting to any Person, other than the Company or any of its Subsidiaries, any right to use or occupy, now or in the future, any of the Leased Real Property. The Leases are each in full force and effect against the Company or subsidiary party thereto and, to the Company’s knowledge, against the other parties thereto, subject to the Bankruptcy and Equity Exception, and neither the Company nor any of its Subsidiaries has received written notice of any material breach of or default under, any material Leaseas presently conducted.

Real Property. (a) Neither the Company nor any of its Subsidiaries owns any real property. (b) . Section 3.21(b)(i4.1(r) of the Company Disclosure Letter contains a true, correct and complete and accurate list of all of the existing material Leases for real property list, as of the date of this Agreement Agreement, of all of the existing leases, subleases, licenses or other agreements pursuant to which the Company or any of its Subsidiaries uses or occupies, or has the right to use or occupy, any real property for which annual base rent exceeds $350,000 (such property, the “Leased Real Property”) including, with respect to each Lease, the name of the lessor and the date of the Lease ,” and each amendment such lease, sublease, license or other agreement and all amendments and modifications thereto, a “Lease”). The Company has heretofore made available to Parent true, complete and correct and complete copies of all Leases for real property Leases. With respect to each Lease and except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (including all modifications, amendments, supplements and material waivers and side letters thereto). The i) the Company and/or or one of its Subsidiaries have and own has not collaterally assigned or granted any other security interest (other than Permitted Liens) in such Lease or any interest therein; (ii) there are no Liens (other than Permitted Liens) on the estate or interest created by such Lease; (iii) the Company or one of its Subsidiaries has valid leasehold estates in the Leased Real Property, free and clear of all Encumbrances Liens (other than Permitted Encumbrances except for such failures Liens); (iv) neither the Company nor any of its Subsidiaries and to own valid leaseholds that have not had and are not reasonably likely to result in, individually or in the aggregate, a Company Material Adverse Effect. Section 3.21(b)(ii) knowledge of the Company Disclosure Letter contains a complete and accurate list of all Company, no third party is, as of the existing Leases date hereof, in material breach of or default pursuant to any Lease and, as of the date hereof, no fact, circumstance or event has occurred or is continuing that with notice or lapse of time would constitute a material breach or default thereunder by the Company or any of its Subsidiaries or any other party; and (v) there are no subleases, licenses or similar agreements granting to any Person, other than the Company or any of its Subsidiaries, any right to use or occupy, now or in the future, any of occupy the Leased Real Property. The Leases are each in full force and effect against , except for the Company or subsidiary party thereto and, to the Company’s knowledge, against the other parties thereto, subject to the Bankruptcy and Equity Exception, and neither the Company nor any of its Subsidiaries has received written notice of any material breach of or default under, any material LeasePermitted Liens.

Real Property. (a) Neither As of the Closing, the Company nor any of its Subsidiaries owns does not own any real property. (bproperty . Schedule 3.14(a) Section 3.21(b)(i) of the Company Disclosure Letter contains sets forth a true, correct and complete and accurate list of all of leases, subleases, licenses or Contracts, including all modifications thereof and amendments thereto including the existing material Leases for Facility Lease (each, a “Lease”), under which the Company leases, subleases, licenses or otherwise uses, operates or holds real property as of in connection with or otherwise related to the date of this Agreement Business (such real property, the “Leased Real Property”) including, with respect to each Lease, the name of the lessor and the date of the Lease and each amendment thereto). The Company has heretofore made available to Parent true, correct and complete copies of all Leases for real property (including all modifications, amendments, supplements and material waivers and side letters thereto). The Company and/or its Subsidiaries have and own a valid leasehold estates interest in the Leased Real Property, free and clear of all Encumbrances Liens, other than Permitted Encumbrances except for such failures to own valid leaseholds that have not had Liens, and are not reasonably likely to result ineach Lease is valid, individually or in the aggregate, a Company Material Adverse Effect. Section 3.21(b)(ii) of the Company Disclosure Letter contains a complete binding and accurate list of all of the existing Leases granting to any Person, other than the Company or any of its Subsidiaries, any right to use or occupy, now or in the future, any of the Leased Real Property. The Leases are each in full force and effect effect, enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or subsidiary other Laws affecting the enforcement of creditors’ rights generally and general principles of equity. True, correct and complete copies of all Leases have been provided to Buyer. (b) The Company has performed all material obligations imposed on it under the Lease, and neither the Company nor any other party thereto andis in material default thereunder, nor is there any event that with notice or lapse of time, or both, would constitute a material default by the Company or, to the knowledge of the Company, any other party thereunder. The Company has not received or delivered any written notice of any default under any Lease. There is no pending disagreement or dispute with any other party to any Lease, nor is there any pending request or process for amendment of any Lease. (c) The Leased Real Property constitutes all of the real property utilized by the Company in the operation of the Business as presently conducted and is sufficient to carry on the Business as presently conducted and as conducted consistent with past practice. (d) There is no pending or, to the Company’s knowledge, against threatened appropriation, condemnation or like Action affecting the Leased Real Property or any part thereof or any sale or other parties thereto, subject to disposition of the Bankruptcy and Equity ExceptionLeased Real Property or any part thereof in lieu of condemnation, and neither the Company nor has not received any of its Subsidiaries has received written notice of any material breach such appropriation, condemnation or like Action. (e) To the Company’s knowledge, the use of the Leased Real Property, or default underany portion thereof and the improvements erected thereon, does not, in any material Leaserespect, breach, violate or conflict with (i) any covenants, conditions or restrictions applicable thereto, or (ii) the terms and provisions of any Contract relating thereto.

Real Property. (a) Neither the Company nor any of its Subsidiaries owns owns, or has ever owned, any real property. (b) Section 3.21(b)(i3.9(b) of the Company Disclosure Letter contains Schedule sets forth a complete and accurate list of all of the existing material Leases for real property as of the date of this Agreement of all Company Leases and the location of the premises subject thereto (such property, the “Leased Company Real Property”) including, with respect to each Lease, the name of the lessor and the date of the Lease and each amendment thereto. The Company has heretofore made available to Parent true, correct and complete copies of all Leases for real property (including all modifications, amendments, supplements and material waivers and side letters thereto). The Company and/or or one of its Subsidiaries have holds a valid and own valid leasehold estates existing leasehold, subleasehold or licensee interest in the Leased each Company Real Property, free and clear of all Encumbrances Liens, other than Permitted Encumbrances except for such failures to own valid leaseholds that have not had and are not reasonably likely to result inLiens. Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Section 3.21(b)(ii, (i) of the Company Disclosure Letter contains a complete and accurate list of all of the existing Leases granting to any Person, other than the Company or any of its Subsidiaries, any right to use or occupy, now or in the future, any of the Leased Real Property. The Leases are each in full force and effect against the Company or subsidiary party thereto and, to the Company’s knowledge, against the other parties thereto, subject to the Bankruptcy and Equity Exception, and neither the Company nor any of its Subsidiaries nor, to the Company’s Knowledge, any other party to any Company Lease, is in default under any of the Company Leases, and (ii) none of the Company or any of its Subsidiaries has received any written notice regarding any violation, breach or default under any Company Lease that has not since been cured. Neither the Company nor any of its Subsidiaries leases, subleases or licenses any portion of any material breach Company Real Property to any Person other than the Company or one or more of its Subsidiaries. Except as would not, individually or default underin the aggregate, reasonably be expected to have a Company Material Adverse Effect, (A) none of the Company or any material of its Subsidiaries has collaterally assigned, granted or pledged any security interest in any Company Lease, other than Permitted Liens, and (B) there is no condemnation or other proceeding in eminent domain, pending or, to the Company’s Knowledge, threatened, affecting any Company Real Property. The Company has made available to the Parent complete and accurate copies of all Company Leases.

Real Property. (a) The Company and its Subsidiaries has good and marketable indefeasible fee simple title to all of the Owned Real Property free and clear of all Encumbrances, other than Permitted Encumbrances and there are no outstanding options, rights of first offer or rights of first refusal to purchase such Owned Real Property or any portion thereof or interest therein. Neither the Seller nor any of its Affiliates owns any material real property which is used exclusively in the business of the Company. To the Seller’s Knowledge, neither the Company nor any of its Subsidiaries owns is a party to any real propertyagreement or option to sell any Owned Real Property. (b) Section 3.21(b)(i) Each lease relating to Leased Real Property is a valid agreement enforceable against the Company or its Subsidiary and to the Seller’s Knowledge, against the other parties thereto. None of the Company Disclosure Letter contains or its Subsidiaries is in material default or breach, or has received a complete and accurate list of all written notice alleging that it is in material default or breach, under any lease relating to the material Leased Real Property and, to the Seller’s Knowledge, none of the existing other parties to such leases is in material Leases for real property as of the date of this Agreement (such property, the “Leased Real Property”) including, with respect to each Lease, the name of the lessor and the date of the Lease and each amendment theretodefault or breach thereunder. The Company has heretofore made available transactions contemplated herein do not require the consent of any other party to Parent trueany Specified Leases, correct will not result in a breach of or default under any Specified Leases, or otherwise cause any Specified Leases to cease to be legal, valid, binding, enforceable and complete copies of all Leases for real property in full force and effect on identical terms following the First Stage Closing or the Second Stage Closing, as applicable. (including all modificationsc) Other than the Shared Site Agreements, amendments, supplements there are no material agreements between the Seller and material waivers and side letters thereto). The Company and/or its Subsidiaries have and own valid leasehold estates in the Leased Real Property, free and clear of all Encumbrances Affiliates (other than Permitted Encumbrances except for such failures to own valid leaseholds that have not had and are not reasonably likely to result in, individually or in the aggregate, a Company Material Adverse Effect. Section 3.21(b)(ii) of the Company Disclosure Letter contains a complete and accurate list of all of its Subsidiaries), on the existing Leases granting to any Personone hand, other than and the Company or any of its Subsidiaries, on the other hand, providing for arrangements pursuant to which sites are shared between the Seller or its applicable Affiliate (other than the Company and its Subsidiaries), on the one hand, and the Company or its applicable Subsidiary, on the other hand. (d) To the Seller’s Knowledge, from 1 January 2006 to the Signing Date or to the Supplemental Disclosure Date, as applicable, the Company has not received any right written notice from any Governmental Authority or any Third Party that any of the Real Property is not in compliance with all applicable Legal Requirements, except for such failures to use or occupycomply that, now individually or in the futureaggregate, any would not have a Material Adverse Effect or materially adversely affect the ability of the Leased Real PropertySeller to carry out its obligations under, and to consummate the transactions contemplated by, this Agreement. The Leases are each in full force and effect against To the Seller’s Knowledge, from 1 January 2006 to the Signing Date or to the Supplemental Disclosure Date, as applicable, none of the Company or subsidiary party thereto and, to the Company’s knowledge, against the other parties thereto, subject to the Bankruptcy and Equity Exception, and neither the Company nor any of its Subsidiaries has received any written notice threat of condemnation or similar proceeding relating to the Real Property or any material breach of or default under, any material Leaseportion thereof.

Real Property. (a) Neither In the case of the Company nor only, (1) Section 5.03(x)(1) of the Disclosure Schedule contains a true and complete list of all real property leases, ground leases, licenses, tenancies, subleases and all other occupancy agreements (the “Leases”) to which the Company or any of its Subsidiaries owns any real property. is a party (bincluding all amendments, modifications, supplements, renewals, extensions and guarantees related thereto) Section 3.21(b)(i) of (the Company Disclosure Letter contains a complete space and accurate list of all of the existing material Leases for real property as of the date of this Agreement (subject to such propertyleases, the “Leased Real Property”) including, with respect to each Lease, the name of the lessor and the date of the Lease and each amendment thereto. The Company has heretofore made available to Parent true, correct a true and complete copies copy of all Leases for real property (including all modifications, amendments, supplements and material waivers and side letters thereto)each of the Leases. The Company and/or or its Subsidiaries have Subsidiary has good and own valid title to all its personal property, free and clear of all Liens (except for Permitted Liens) and has a good and valid title to the leasehold estates estate in the all Leased Real Property, free and clear of all Encumbrances other than Permitted Encumbrances Liens (except for such failures Permitted Liens), sufficient to own conduct their business as currently conducted. The Leases are valid leaseholds that have not had and binding against the Company in accordance with their terms and are not reasonably likely to result inin full force and effect. There is not, individually or in the aggregate, a Company Material Adverse Effect. Section 3.21(b)(ii) under any of the Company Disclosure Letter contains a complete and accurate list of all of the Leases, any existing Leases granting to any Person, other than default or violation by the Company or any of its Subsidiaries, any right to use or occupy, now or in the future, any of the Leased Real Property. The Leases are each in full force and effect against the Company or subsidiary party thereto and, nor to the Company’s knowledgeKnowledge, against the other parties theretoany existing default or violation by any counterparty to any Lease, subject nor to the Bankruptcy and Equity ExceptionCompany’s Knowledge any event or circumstance which, and neither without notice or lapse of time or both, would become a default or violation by a party to the Leases or give rise to a right of termination or cancellation under any of the Leases. Except for any Permitted Liens, the Company nor any of its Subsidiaries has assigned, transferred, conveyed, mortgaged, or encumbered any interest in any Leased Property. (2) The Company has good, valid and indefeasible fee simple title to the real property identified on Section 5.03(x)(2) of the Disclosure Schedule (the “Owned Property”), free and clear of all Liens, except for Permitted Liens. There is no pending, and the Company has not received any written notice of any material breach threatened, and, to the Company’s Knowledge, there is no contemplated condemnation proceeding affecting the Owned Property or any part thereof or any pending or threatened sale or other disposition of the Owned Property or default underany part thereof in lieu of condemnation. To the Company’s Knowledge, the uses for which the Owned Property is zoned do not restrict, or in any material Leasemanner impair, the use of the Owned Property for purposes of the businesses of the Company and the construction on the Owned Property complies in all material respects with all applicable building and zoning codes, deed restrictions, ordinances and rules in effect at the time such construction was made. The Company has not received any written notice from any Governmental Authorities of any material violation of any applicable zoning law and to the Company’s Knowledge, no such material violation exists.

Real Property. (a) Neither the Company nor any of its Subsidiaries owns any real property. (b) Section 3.21(b)(i) of the Company Disclosure Letter contains a complete and accurate list of all of the existing material Leases for real property Except as of the date of this Agreement (such property, the “Leased Real Property”) including, with respect to each Lease, the name of the lessor and the date of the Lease and each amendment thereto. The Company has heretofore made available to Parent true, correct and complete copies of all Leases for real property (including all modifications, amendments, supplements and material waivers and side letters thereto). The Company and/or its Subsidiaries have and own valid leasehold estates in the Leased Real Property, free and clear of all Encumbrances other than Permitted Encumbrances except for such failures to own valid leaseholds that have not had and are not reasonably likely to result inwould not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, (i) the Company or a Company Subsidiary has good and marketable title to any real property (other than real property in the nature of transmission or distribution lines) owned by the Company or any Company Subsidiary in fee (the “Owned Real Property”), in each case free and clear of all Liens except for Permitted Liens, and (ii) neither the Company nor any Company Subsidiary is obligated or bound by any option, obligation or right of first refusal or contractual right to purchase or acquire any real property or interest therein. (b) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, the Company or a Company Subsidiary has a valid leasehold estate in all real property leased, subleased, licensed or otherwise occupied by the Company or any Company Subsidiary (the “Leased Real Property”), in each case free and clear of all Liens except for Permitted Liens. Each Contract of the Company or the Company Subsidiaries for any material Leased Real Property (a “Material Lease”) is valid and binding on the Company and each Company Subsidiary that is a party thereto and, to the knowledge of the Company, each other party thereto and is in full force and effect, except for such failures to be valid and binding or to be in full force and effect that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (c) Section 3.21(b)(ii3.15(c) of the Company Disclosure Letter contains lists material real property owned by the Company as a complete and accurate list of all of the existing Leases granting to any Person, other than tenant in common or similar co-ownership with one or more third persons in which the Company or any a Company Subsidiary invested capital in excess of its Subsidiaries, any right to use or occupy, now or in the future, any of the Leased Real $100,000,000 (“Co-Owned Property. The Leases are each in full force and effect against the Company or subsidiary party thereto and, to the Company’s knowledge, against the other parties thereto, subject to the Bankruptcy and Equity Exception, and neither the Company nor any of its Subsidiaries has received written notice of any material breach of or default under, any material Lease”).

Real Property. (a) Neither None of the Company nor or any of its Subsidiaries owns own any real property. (b) Section 3.21(b)(iSchedule 4.22(b) of the Company Disclosure Letter contains a complete and accurate list sets forth each material lease, sublease, license or any other occupancy agreement pursuant to which the Company or any of all of the existing material Leases for its Subsidiaries occupies real property as of the date of this Agreement Agreement, including any amendments, modifications, renewals, or guaranties thereof (each, a “Company Lease” and the real property covered by each such property, the “Leased Real Property”) including, with respect to each Company Lease, the name of the lessor and the date of the Lease and each amendment theretoa “Company Leased Facility”). The Company has heretofore made available to Parent true, correct and complete copies of all Leases for real property (including all modifications, amendments, supplements and material waivers and side letters thereto)Company Leases. The Company and/or its Subsidiaries have and own valid leasehold estates in the Leased Real Property, free and clear of all Encumbrances other than Permitted Encumbrances except for such failures to own valid leaseholds that have not had and are not reasonably likely to result inExcept as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Section 3.21(b)(ii, (i) of the each Company Disclosure Letter contains a complete Lease is valid, binding and accurate list of all of the existing Leases granting to any Person, other than enforceable against the Company or any its applicable Subsidiary in accordance with its terms (except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of its Subsidiaries, any right general applicability relating to use or occupy, now affecting creditors’ rights or in the future, any of the Leased Real Property. The Leases are each by general equity principles) and is in full force and effect against with respect to the Company or subsidiary party thereto its applicable Subsidiary and, to the Knowledge of the Company’s knowledge, against with respect to the other parties thereto, subject to the Bankruptcy and Equity Exception, and neither ; (ii) none of the Company nor or its Subsidiaries is in breach or violation of, or in default under, any Company Lease and no event has occurred that with notice or lapse of time or both would constitute such a breach, violation, or default; (iii) none of the Company or its Subsidiaries has received or given any written notice of default under any Company Lease or of any intention of any party to terminate or not renew the Company Lease; and (iv) the Company and its Subsidiaries have a valid leasehold interest in all of the Company Leased Facilities free and clear of all Liens other than Permitted Liens. The Company Leased Facilities collectively constitute all of the material breach real property used in the conduct of the business of the Company and its Subsidiaries as currently conducted. The Company or default underits applicable Subsidiary has not subleased, licensed or given any material Leaseother Person the right to use or occupy any of the Company Leased Facilities.

Real Property. (a) Neither The Company has delivered or made available to Parent a complete and accurate list of all of the real property owned by the Company or any of its Subsidiaries (the “Owned Real Property”). Except for the Owned Real Property, neither the Company nor any of its Subsidiaries owns has, since January 1, 2010, ever owned any real property, nor is party to any agreement to purchase or sell any real property. The Company owns the Owned Real property free and clear of all Liens, except for Permitted Liens. The Company has a valid, enforceable title policy for the Owned Real Property. (b) Section 3.21(b)(i) of the The Company Disclosure Letter contains has delivered or made available to Parent a complete and accurate list of all of the existing material Leases for leases, subleases, licenses, or other agreements (collectively, the “Leases”) under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy, now or in the future, any real property as of the date of this Agreement (such property, the “Leased Real Property”) including” and, collectively with respect to each Leasethe Owned Real Property, the name of the lessor and the date of the Lease and each amendment thereto“Real Property”). The Company has heretofore made available to Parent true, correct and complete copies of all Leases for real property that are Material Contracts (including all material modifications, amendments, supplements and material supplements, consents, waivers and side letters theretothereto and all agreements in connection therewith). The Company and/or or its Subsidiaries have and own valid leasehold estates in the Leases and the Leased Real Property, free and clear of all Encumbrances Liens, other than Permitted Encumbrances except for such failures Liens. The Company has delivered or made available to own valid leaseholds that have not had and are not reasonably likely to result in, individually or in the aggregate, a Company Material Adverse Effect. Section 3.21(b)(ii) of the Company Disclosure Letter contains Parent a complete and accurate list of all of the existing Leases granting to any Person, other than the Company or any of its Subsidiaries, any right to use or occupy, now or in the future, any of the Leased Real Property. The Leases Company and its Subsidiaries currently occupy all of the Real Property for the operation of their business and there are each no other parties occupying or with a right to occupy the Real Property. Except as would not have, individually or in full force the aggregate, a Company Material Adverse Effect, the execution and effect against delivery of this Agreement by the Company does not, and the consummation of the transactions contemplated hereby will not, violate, or materially impair the rights of the Company or subsidiary party thereto andany of its subsidiaries or alter the rights or obligations of the lessor under, or give to others any rights of termination, amendment, acceleration or cancellation of any Leases, or otherwise adversely affect the continued use and possession of the Leased Real Property for the conduct of business as presently conducted. (c) Except as would not materially detract from the value or materially interfere with the present use of the underlying Real Property, each Real Property and all of its operating systems are (i) in good operating condition and repair, subject to normal wear and tear, (ii) regularly and properly maintained, (iii) free from any material defects or deficiencies and (iv) suitable for the conduct of the business of the Company and its Subsidiaries in all material respects as presently conducted. (d) Since the Reference Date, the Company has not received any written notice from (i) any insurance company of any defects or inadequacies in any Real Property or any part thereof which could materially and adversely affect the insurability of such Real Property or the premiums for the insurance thereof or (ii) any insurance company which has issued a policy with respect to any portion of any Real Property or by any board of fire underwriters (or other body exercising similar functions) requesting the performance of any repairs, alterations or other work with which compliance has not been made. (e) There is no pending or, to the knowledge of the Company’s knowledge, against threatened condemnation or similar proceeding affecting any Real Property or any portion thereof, and the other parties theretoCompany has no knowledge that any such action is currently contemplated. There are no pending or, subject to the Bankruptcy and Equity Exceptionknowledge of the Company, and neither the Company nor any of its Subsidiaries has received written notice threatened special assessments or improvements or activities of any material breach of public or default under, quasi-public body either in process or completed which may give rise to any material Leasespecial assessment against any Real Property.

Real Property. (a) Neither None of the Company nor Company, any of its Consolidated Subsidiaries or any member of the Subsidiary Adviser Group owns any real property. (b) Section 3.21(b)(i3.20(b) of the Company Disclosure Letter contains sets forth a complete and accurate list of all each lease pursuant to which the Company, its Consolidated Subsidiaries and/or the members of the existing material Leases for Subsidiary Adviser Group leases, subleases or licenses an interest in real property from any other Person (whether as a tenant, subtenant or pursuant to other occupancy arrangements) (collectively, the “Company Leased Real Property”). As of the date of this Agreement (such propertyAgreement, except as would not have a Company Material Adverse Effect, the “Company, its Consolidated Subsidiaries and/or the members of the Subsidiary Adviser Group have valid leasehold, subleasehold or license interests in all Company Leased Real Property”) including. Each lease for Company Leased Real Property is a valid and binding obligation of the Company, with respect or its Consolidated Subsidiary or member of the Subsidiary Adviser Group that is a party thereto, as applicable, and to each Leasethe Knowledge of the Company, the name of the lessor and the date of the Lease and each amendment other parties thereto. The Company has heretofore made available to Parent true, correct and complete copies of all Leases for real property (including all modifications, amendments, supplements and material waivers and side letters thereto). The Company and/or its Subsidiaries have and own valid leasehold estates in the Leased Real Property, free and clear of all Encumbrances other than Permitted Encumbrances except for such failures to own valid leaseholds that have not had and are not reasonably likely to result inas would not, individually or in the aggregate, be material to the Company, its Consolidated Subsidiaries and the members of the Subsidiary Adviser Group, taken as a whole; provided, that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights and remedies generally and (ii) the remedies of specific performance and injunctive relief and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any Proceeding therefor may be brought. (c) As of the date of this Agreement, except as would not have a Company Material Adverse Effect. Section 3.21(b)(ii) , none of the Company Disclosure Letter contains a complete and accurate list of all of the existing Leases granting to any PersonCompany, other than the Company or any of its Consolidated Subsidiaries or any member of the Subsidiary Adviser Group has received any written communication from, or given any written communication to, or to the Knowledge of the Company, received or given any other type of communication from or to, any other party to a lease for Company Leased Real Property or any lender, alleging that the Company, any of its Consolidated Subsidiaries, any right to use or occupy, now or in the future, any member of the Leased Real Property. The Leases are each Subsidiary Adviser Group or such other party, as the case may be, is in full force and effect against the Company or subsidiary party thereto and, to the Company’s knowledge, against the other parties thereto, subject to the Bankruptcy and Equity Exception, and neither the Company nor any of its Subsidiaries has received written notice of any material breach of or default under, any material Leaseunder such lease.

Real Property. (a) Neither the Company nor any of its Subsidiaries owns owns, or has ever owned, any real property. (b) . Section 3.21(b)(i) 3.14 of the Company Disclosure Letter contains a complete and accurate list Schedules sets forth the address of all of the existing material Leases for real property as of in which the date of this Agreement Company or its Subsidiaries holds a leasehold or subleasehold interest or other rights to use or occupy such real property (such real property, together with buildings, structures, improvements or fixtures thereon, the “Leased Real Property”) including), with respect to each Leaseas well as the original date of, the name and names of the lessor and the date parties that are currently party to, each of the Lease Leases pertaining to such Leased Real Property. A true and complete copy of each amendment theretoof the Leases has been made available to Parent. The Company has heretofore made available to Parent true, correct and complete copies or one of all Leases for real property (including all modifications, amendments, supplements and material waivers and side letters thereto). The Company and/or its Subsidiaries have holds a legal, valid, binding, enforceable and own valid in full force and effect as of the date hereof, leasehold estates in interest under each of the Leased Real PropertyLeases, and such leasehold interest is free and clear of all Encumbrances Liens (other than Permitted Encumbrances Liens). With respect to each Lease and except for such failures to own valid leaseholds that have not had and are as would not reasonably likely be expected to result in, individually or in materially impair the aggregate, a Company Material Adverse Effect. Section 3.21(b)(ii) operations of the Company Disclosure Letter contains a complete and accurate list of all of the existing Leases granting to any Person, other than Business: (i) neither the Company or any of its SubsidiariesSubsidiaries nor, to the Knowledge of the Company as of the date hereof, any right other party to use the Lease is in material breach of, or occupy, now or in the futuredefault under, any Lease to which it is a party, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a material breach or default, or permit the termination of, or the modification or acceleration of rent under, such Lease; (ii) either the Company or the applicable Subsidiary has possession and quiet enjoyment of the Leased Real Property. The Leases are each in full force , and effect against the Company or subsidiary party thereto and, to the Knowledge of the Company’s knowledge, against the other parties thereto, subject no Lease has been disturbed and there are no disputes with respect to the Bankruptcy and Equity Exception, and any Leases; (iii) neither the Company nor any of its Subsidiaries has received written notice collaterally assigned or granted any other security interest in any Lease or any interest therein that remains effective as of the date hereof; (iv) to the Knowledge of the Company, there is no pending or threatened condemnation or similar action affecting any material breach of the Leased Real Property; (v) neither the Company nor any of its Subsidiaries (as applicable) has subleased, licensed, assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in any Lease or any Leased Real Property; (vi) to the Knowledge of the Company all buildings, structures, improvements, and fixtures consisting of or default underserving the Leased Real Property, any material Leaseincluding all mechanical, electrical and other systems are in good operating condition and repair, and are suitable for the purposes for which they are currently used; and (vii) to the Knowledge of the Company, the use and occupancy of the Leased Real Property by the Company or its Subsidiaries (as applicable) is in compliance with all applicable fire, health, building, use, occupancy and zoning Laws.

Real Property. (a) Neither the Company nor any of its Subsidiaries owns any real property. (bi) Section 3.21(b)(i3.1(y)(i) of the Company Disclosure Letter contains Schedule sets forth a complete and accurate list of all of the existing material Leases for real property as owned by each of the date of this Agreement Company and its Subsidiaries (such property, the “Leased Real PropertyOwned Properties”) including), other than the Owned Properties identified in the Form 10-K for the year ended December 31, 2002 filed by Company with respect to each Leasethe SEC on March 28, the name 2003. Each of the lessor Company and the date of the Lease and each amendment thereto. The Company has heretofore made available to Parent true, correct and complete copies of all Leases for real property (including all modifications, amendments, supplements and material waivers and side letters thereto). The Company and/or its Subsidiaries have and own valid leasehold estates in the Leased Real Property, has good title free and clear of all Encumbrances Liens to all Owned Properties, except for Company Permitted Liens. (ii) Section 3.1(y)(ii) of the Company Disclosure Schedule sets forth a list of each agreement pursuant to which Company or any of its Subsidiaries leases any real property (such agreements, together with any amendments, modifications and other supplements thereto, collectively, the “Leases”), other than Permitted Encumbrances the Leases for which the subject property is identified in the Form 10-K for the year ended December 31, 2002 filed by Company with the SEC on March 28, 2003. A true and complete copy of each Lease has heretofore been made available to Newco. Each Lease is valid, binding and enforceable against Company or its applicable Subsidiary in accordance with its terms and is in full force and effect, except that (x) such enforceability may be subject to applicable bankruptcy, insolvency or other similar laws now or hereafter in effect affecting creditors’ rights generally and (y) the availability of the remedy of specific performance or injunction or other forms of equitable relief may be subject to equitable defenses and would be subject to the discretion of the court before which any proceeding therefor may be brought. There are no defaults by Company or any of its Subsidiaries, as applicable, under any of the Leases, which, in the aggregate, would result in the termination of such Leases and a Material Adverse Effect on Company. The consummation of the transactions contemplated by this Agreement will not cause defaults under the Leases, except for any such failures to own valid leaseholds default that have not had and are not reasonably likely to result inwould not, individually or in the aggregate, have a Company Material Adverse EffectEffect on Company. (iii) The Owned Properties and the properties leased pursuant to the Leases (the “Leased Properties”) constitute all of the real estate on which Company and its Subsidiaries maintain their facilities or conduct their business as of the date of this Agreement, except for locations the loss of which would not constitute a Material Adverse Effect on Company. The Owned Properties and the Leased Properties are in compliance with all laws, except where non-compliance would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect on Company. Neither any agreement relating to the Owned Properties nor any of the Leases requires consent of any third party for the consummation of the transactions contemplated hereby except for (i) such consents which will be obtained prior to Closing and are listed in Section 3.21(b)(ii3.1(y)(iii) of to the Company Disclosure Letter contains Schedule or (ii) such consents the failure of which to obtain would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect on Company. (iv) A true and complete and accurate list copy of all of the existing Leases granting each agreement pursuant to any Person, other than the which Company or any of its SubsidiariesSubsidiaries leases real property to a third party (such agreements, together with any right amendments, modifications and other supplements thereto, collectively, the “Third Party Leases”) has heretofore been made available to use or occupyNewco. Each Third Party Lease is valid, now or binding and enforceable in the future, any of the Leased Real Property. The Leases are each accordance with its terms and is in full force and effect, except that (x) such enforceability may be subject to applicable bankruptcy, insolvency or other similar laws now or hereafter in effect against affecting creditors’ rights generally and (y) the Company availability of the remedy of specific performance or subsidiary party thereto and, injunction or other forms of equitable relief may be subject to the Company’s knowledge, against the other parties thereto, equitable defenses and would be subject to the Bankruptcy and Equity Exceptiondiscretion of the court before which any proceeding therefor may be brought. To the knowledge of Company, and neither there are no existing defaults by the Company nor tenant under any Third Party Lease, which, in the aggregate, would result in the termination of its Subsidiaries has received written notice such Third Party Leases except for any such default that would not reasonably be expected to result in a Material Adverse Effect on Company. The consummation of the transactions contemplated by this Agreement will not cause defaults under the Third Party Leases, except for any material breach of such default which would not, individually or default underin the aggregate, any material Leasehave a Material Adverse Effect on Company.

Real Property. (a) Neither the Company nor any of its Subsidiaries subsidiaries currently owns or has ever owned any real property. (b) Section 3.21(b)(i) of To the extent not disclosed in the Company Disclosure Letter contains SEC Documents, Schedule 2.26 sets forth a complete and accurate list of all leases, licenses or similar agreements to which Company or any of its subsidiaries is a party, that are for the use or occupancy of real estate owned by a third party (“Leases”) (copies of which have previously been furnished to Parent), in each case, setting forth: (i) the lessor and lessee thereof and the commencement date, term and renewal rights under each of the existing material Leases for real and (ii) the street address or legal description of each property as of the date of this Agreement covered thereby (such property, the “Leased Real PropertyPremises”) including, with respect to each Lease, the name of the lessor and the date of the Lease and each amendment thereto. The Company has heretofore made available to Parent true, correct and complete copies of all Leases for real property (including all modifications, amendments, supplements and material waivers and side letters thereto). The Company and/or its Subsidiaries Leases are in full force and effect in all material respects, to the knowledge of Company, and have and own valid leasehold estates not been amended except as disclosed in the Leased Real PropertyCompany SEC Documents or Schedule 2.26 and, free Company is not, and, to the knowledge of Company, no other party thereto, is in default or breach under any such Lease and clear no event has occurred by Company that, with the passage of all Encumbrances other than Permitted Encumbrances time or the giving of notice or both, would cause a breach of or default of Company under any of such Leases, except for to the extent such failures to own valid leaseholds that default would not have not had and are not reasonably likely to result in, individually or in the aggregate, a Company Material Adverse Effect. Section 3.21(b)(ii) of the Company Disclosure Letter contains a complete and accurate list of all of the existing Leases granting to any Person, other than the Either Company or any of its Subsidiaries, any right to use or occupy, now or subsidiaries have valid leasehold interests in the future, any each of the Leased Real Property. The Leases Premises, which leasehold interest is free and clear of any liens, covenants and easements or title defects of any nature whatsoever other than Permitted Liens. (c) With respect to the Leased Premises, (i) there are each in full force and effect against no pending or, to the Company knowledge of Company, threatened condemnation proceedings, suits or subsidiary party thereto andadministrative actions relating to any such parcel or other matters affecting adversely the current use, occupancy or value thereof, (ii) to the Company’s knowledge, against the other parties theretoall improvements, subject buildings and systems on any such parcel are in good repair and safe for their current occupancy and use, (iii) to the Bankruptcy and Equity Exceptionknowledge of Company, there are no contracts or agreements (whether oral or written) granting to any party or parties the right of use or occupancy of any such parcel, and neither the Company nor any of its Subsidiaries has received written notice there are no parties (other than Company) in possession of any material breach such parcel, (iv) to the knowledge of Company, there are no outstanding options or default underrights of first refusal or similar rights to purchase any such parcel or any portion thereof or interest therein, any material Lease(v) to the knowledge of Company, all facilities located on each such parcel are supplied with utilities and other services necessary for their ownership, operation or use, currently or as currently proposed by Company, all of which services are adequate in accordance with all applicable laws, ordinances, rules and regulations and (vi) to the Company’s knowledge, each such parcel abuts on and has adequate direct vehicular access to a public road and there is no pending or, to the knowledge of Company, threatened termination of such access.

Real Property. (a) Neither the Company nor any of its Subsidiaries owns any real property. (b) Section 3.21(b)(i3.20(b)(i) of the Company Disclosure Letter contains a complete and accurate list of all of the existing material Leases for leases, subleases, licenses, or other agreements under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy, now or in the future, any real property as of (collectively, the date of this Agreement (“Leases” and, such property, the “Leased Real Property”) including, with respect to each Lease, the name of the lessor and the date of the Lease and each amendment thereto). The Company has heretofore made available to Parent true, true and correct and complete copies of all Leases for real property Leases. Each Lease is valid and binding on the Company (including all modificationsand/or each such Subsidiary of the Company, amendmentsas the case may be) and is in full force and effect, supplements and material waivers and side letters thereto). The neither the Company and/or nor any of its Subsidiaries have party thereto, nor, to the Knowledge of the Company, any other party thereto, is in breach of, or default under, any such Lease, and own valid leasehold estates no event has occurred that with notice or lapse of time or both would constitute such a breach or default thereunder by the Company or any of its Subsidiaries, or, to the Knowledge of the Company, any other party thereto, except in each of the Leased Real Property, free foregoing cases as is not and clear of all Encumbrances other than Permitted Encumbrances except for such failures to own valid leaseholds that have not had and are would not reasonably likely be expected to result inbe, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole. Neither the Company Material Adverse Effectnor any of its Subsidiaries has received any written notice or other written communication regarding any actual or possible violation or breach of or default under, or intention to cancel or modify, any Lease, except as is not and would not reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole. Section 3.21(b)(ii3.20(b)(ii) of the Company Disclosure Letter contains a complete and accurate list of all of the existing Leases leases, subleases, licenses, or other agreements granting to any Person, other than the Company or any of its Subsidiaries, any material right to use or occupy, now or in the future, any of the Leased Real Property. The Leases are each in full force and effect against the Company or subsidiary party thereto and, to the Company’s knowledge, against the other parties thereto, subject to the Bankruptcy and Equity Exception, and neither Neither the Company nor any of its Subsidiaries has received written notice of owes broker commissions with respect to any Real Property that have not been accrued on the Balance Sheet and that, individually or in the aggregate, would reasonably be expected to be material breach of to the Company and its Subsidiaries, taken as a whole. The Company or default underits Subsidiaries have valid leasehold estates in the Real Property, any subject to no Liens other than Permitted Liens, except as, individually or in the aggregate, would not reasonably be expected to be material Leaseto the Company and its Subsidiaries, taken as a whole.

Real Property. (a) Neither SCHEDULE 2.12 includes a list of all real property owned or leased by the Company nor any at the date hereof (the "Real Property"), and all other real property, if any, used by the Company in the conduct of its Subsidiaries owns business. True, complete and correct copies of all leases and agreements with respect to Real Property leased by the Company have been delivered to LandCARE, and an indication as to which such properties, if any, are currently owned, or were formerly owned, by the Stockholders or any real property. (b) Section 3.21(b)(i) affiliates of the Company Disclosure Letter contains a complete and accurate list of all of or the existing material Leases for real property as of the date of this Agreement (such property, the “Leased Stockholders is included in SCHEDULE 2.12. All leases relating to Real Property”) including, with respect to each Lease, the name of the lessor and the date of the Lease and each amendment thereto. The Company has heretofore made available to Parent true, correct and complete copies of all Leases for real property (including all modifications, amendments, supplements and material waivers and side letters thereto). The Company and/or its Subsidiaries have and own valid leasehold estates in the Leased Real Property, free and clear of all Encumbrances other than Permitted Encumbrances except for such failures to own valid leaseholds that have not had and are not reasonably likely to result in, individually or in the aggregate, a Company Material Adverse Effect. Section 3.21(b)(ii) of Property leased by the Company Disclosure Letter contains a complete and accurate list of all of the existing Leases granting to any Person, other than the Company or any of its Subsidiaries, any right to use or occupy, now or in the future, from any of the Leased Real PropertyStockholders or any affiliate of any of the Stockholders has been terminated. The Leases Except as set forth on SCHEDULE 2.12, all of such leases included on SCHEDULE 2.12 are each in full force and effect and constitute valid and binding agreements of the parties (and their successors) thereto in accordance with their respective terms. To the best knowledge of the Stockholders, there are no leases, tenancy agreements, easements, covenants, restrictions or any other instruments, agreements or arrangements which create in or confer on any party, other than the Company, the right to occupy or possess all or any portion of the Real Property or create in or confer on any such party any right, title or interest in or to the Real Property or any portion thereof or any interest therein; no party other than the Company occupies or possesses the Real Property or any portion thereof; there is legal and adequate ingress and egress between each tract of Real Property and an adjacent (or, if none, the closest) public roadway; the Real Property is properly zoned in order to allow its current use in the Company's businesses; and there are no claims or demands pending or threatened by any party against the Company Real Property which, if valid, would create in, or subsidiary confer on, any party thereto andother than the Company, any right, title or interest in or to the Company’s knowledgeReal Property or any portion thereof. None of the buildings, against structures or improvements described on SCHEDULE 2.12, or the operation or maintenance thereof as now operated or maintained, contravenes any zoning ordinance or other parties theretoadministrative regulation or violates any restrictive covenant or any provision of law, subject to the Bankruptcy and Equity Exception, and neither effect of which would materially interfere with or prevent their continued use for the purposes for which they are now being used or would adversely affect the value thereof or the interest of the Company nor any of its Subsidiaries has received written notice of any material breach of or default under, any material Leasetherein.

Real Property. (a) Section 3.14(a)(i) of the Company Disclosure Schedule sets forth all of the real properties owned by the Company or any of its Subsidiaries as of the date of this Agreement (each, a “Company Owned Property” and, collectively, the “Company Owned Properties”). Except as would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, (i) the Company or one or more of its Subsidiaries owns fee simple title to each of the Company Owned Properties identified in Section 3.14(a)(i) of the Company Disclosure Schedule and (ii) each Company Owned Property is owned by the Company or one or more of its Subsidiaries free and clear of all Liens, except for Permitted Liens. Section 3.14(a)(ii) of the Company Disclosure Schedule sets forth an accurate and complete list of each material real property that, as of the date of this Agreement, is under Contract for purchase by the Company or any of its Subsidiaries. (b) Section 3.14(b) of the Company Disclosure Schedule sets forth all material real properties leased or subleased (for the avoidance of doubt, as lessee or sublessee) by the Company or any of its Subsidiaries as of the date of this Agreement (each, a “Company Lease” and, together with the Company Owned Properties, the “Company Property”). The Company has made available to Parent a correct and complete copy of each Company Lease and all amendments and other modifications thereto, in each case, as in effect as of the date hereof. Except as would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, (i) each Company Lease is valid, binding and enforceable in accordance with its terms and is in full force and effect with respect to the Company or the Subsidiaries and, to the Knowledge of the Company, with respect to the other parties thereto, except, in each case, as enforceability may be limited by the Bankruptcy and Equity Exception, and (ii) neither the Company nor any of its Subsidiaries is and, to the Knowledge of the Company, no other party is, in breach or violation of, or default under, any Company Lease. Section 3.14(b) of the Company Disclosure Schedule sets forth a list of the address of each facility and real property which, as of the date of this Agreement, is required under a binding Contract to be leased or subleased by the Company or any of its Subsidiaries where possession commences after the date of this Agreement. (c) Except as would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, (i) the easements or other similar rights that are necessary to permit the current use of the buildings and improvements on any of the Company Owned Properties or that are necessary to permit the current use of all parking areas, driveways, roads and other means of egress and ingress to and from any of the Company Owned Properties are in full force and effect, (ii) the Company and its Subsidiaries have good and valid title to, 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 and other than property owned by any third party managers), and (iii) none of the Company’s or any of its Subsidiaries’ ownership of or leasehold interest in any such personal property is subject to any Liens, except for Permitted Liens. Section 3.14(c) of the Company Disclosure Schedule sets forth all leased personal property of the Company or any of its Subsidiaries with monthly lease obligations as of the date hereof in excess of $10,000 and that are not terminable upon thirty (30) days’ notice. (d) The Company has made available to Parent the most current policy of title insurance (each, a “Company Title Insurance Policy”) insuring, or a valid marked-up title commitment (each, a “Company Title Insurance Commitment”) pursuant to which the title insurance company has committed to issue a policy of title insurance that will insure, as of the effective date of each such insurance policy, fee simple title interest held by the Company or the applicable Subsidiary with respect to each Company Owned Property and/or held by any lender with respect to any Company Owned Property. To the Knowledge of the Company, all such Company Title Insurance Policies and Company Title Insurance Commitments are, as of the date of this Agreement, in full force and effect, and no material claim has been made against any Company Title Insurance Policy that is outstanding as of the date of this Agreement. No material written claim has been made against any Company Title Insurance Policy. (e) The Company has made available to Parent a schedule identifying, as of August 30, 2019, each lease, sublease or other right of occupancy to which the Company or any of its Subsidiaries is a party as landlord with respect to each Company Owned Property (such leases, subleases or other rights of occupancy, together with all amendments and other modifications thereto, collectively, the “Tenant Leases”) and specifying, for each such Tenant Lease, the name of the tenant, rent, security and other deposits, lease move-in date and lease expiration date (such information, the “Rent Roll”). The Rent Roll is accurate and complete in all material respects. Except with respect to, and in accordance with the terms of, the Property Management Contracts, as of the date hereof, (i) no material commission, fee or other compensation (“Leasing Costs”) is currently payable by the Company or any of its Subsidiaries to any broker with respect to any Tenant Lease, and (ii) except as set forth in Section 3.14(e) of the Company Disclosure Schedule, there are no existing Contracts pertaining to material Leasing Costs in connection with new Tenant Leases, or renewals or extensions of existing Tenant Leases. Except as set forth in Section 3.14(e) of the Company Disclosure Schedule, as of the date set forth therein, there were no prepaid rents or any currently existing rent concessions or setoffs, nor is any tenant under any Tenant Lease entitled to a rent concession for any period subsequent to the Closing Date, nor has the Company or any of its Subsidiaries received any written notice from any such tenant asserting any defense, setoff or counterclaim in connection with any Tenant Lease which remains unresolved, in each case, except as would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. Prior to the date hereof, the Company has provided Parent true, complete and correct copies of its standard form of Tenant Lease for each applicable Company Owned Property. Except as set forth in Section 3.14(e) of the Company Disclosure Schedule, as of the date set forth therein, (i) there were no unpaid Leasing Costs under the Tenant Leases and (ii) neither the Company nor any of its Subsidiaries received written notice of any default under any Tenant Lease, in each case, except as would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. (f) Neither the Company nor any of its Subsidiaries owns has received any real propertywritten notice to the effect that (i) any condemnation or rezoning proceedings are pending or threatened with respect to any of the Company Owned Properties or (ii) any applicable Law, including any zoning regulation or ordinance, board of fire underwriters rules, building, fire, health or similar law, code, ordinance, order or regulation, has been violated in respect of any Company Owned Property, except, in the case of clause (ii) above, as would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. There has not occurred any unrepaired Casualty with respect to any Company Owned Property that would reasonably be in excess of $100,000 in the aggregate. (bg) 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 Company Owned Property or any portion thereof or interest therein, and to the Knowledge of the Company, there are no other outstanding rights or Contracts to enter into any Contract for sale, ground lease or letter of intent to sell or ground lease any Company Owned Property or any portion thereof or interest therein, which, in each case, is in favor of any party other than the Company or any of its Subsidiaries. (h) No contractual or donative commitments relating to any Company Owned Property has been made by, for or on behalf of any of the Company or any of its Subsidiaries to any Governmental Authority, which would impose any material obligation upon the Company or any of its Subsidiaries to make any contribution or dedication of money or land, or to construct, install or maintain any improvements of a public or private nature on or off a Company Owned Property. (i) Except as set forth in Section 3.21(b)(i3.14(i) of the Company Disclosure Letter contains a complete and accurate list of all of the existing material Leases for real property Schedule, as of the date set forth therein, there were no notices to the Company from homeowner associations or local governmental jurisdictions applicable to the Company Owned Property claiming any delinquencies, repair or maintenance violations or violations of this Agreement (such propertybuilding codes, the “Leased Real Property”) including, with respect CCRs or HOA regulations that could reasonably be expected to each Lease, the name of the lessor and the date of the Lease and each amendment thereto. The Company has heretofore made available to Parent true, correct and complete copies of all Leases for real property (including all modifications, amendments, supplements and material waivers and side letters thereto). The Company and/or its Subsidiaries have and own valid leasehold estates in the Leased Real Property, free and clear of all Encumbrances other than Permitted Encumbrances except for such failures to own valid leaseholds that have not had and are not reasonably likely to result inhave, individually or in the aggregate, a Company Material Adverse Effect. . (j) The Company is not in violation of fair housing laws, ADA requirements, building codes or other federal, state or local laws governing the rental of residential properties that could reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (k) To the Knowledge of the Company, none of the Company Owned Property is subject to rent control ordinances. (l) To the Knowledge of the Company, all rents and other receipts with respect to the Company Owned Property that are collected by third party property managers are deposited directly into bank accounts that are for the benefit of the Company or its Subsidiaries, and monthly reports showing all deposits into and withdrawals from such bank accounts have been timely provided to the Company or its Subsidiaries, as applicable. (m) Except as set forth in Section 3.21(b)(ii3.14(m) of the Company Disclosure Letter contains a complete and accurate list of all Schedule, as of the existing Leases granting to any Persondate set forth therein, other than for all Company Owned Property for which the Company or any accepts Section 8 housing vouchers as partial payment of its Subsidiaries, any right to use or occupy, now or in the future, any of the Leased Real Property. The Leases are each in full force and effect against the Company or subsidiary party thereto andrent, to the Knowledge of the Company’s knowledge, against the other parties thereto, subject to the Bankruptcy and Equity Exception, and neither the Company nor any was in compliance in all material respects with all conditions, requirements and regulations of its Subsidiaries has received written notice Section 8 of any material breach the Housing Act of or default under1937, any material LeaseHUD and the public housing agencies that administer the Section 8 voucher program with respect to Section 8 housing units owned by the Company.

Real Property. (a) Neither the Company nor any of its Subsidiaries owns any real property. (bi) Section 3.21(b)(i6.1(m)(i) of the Company Disclosure Letter Schedule contains a complete and accurate correct list of all material Company Owned Real Property (including the street address of the existing material Leases for real property as each parcel of the date of this Agreement (such property, the “Leased Company Owned Real Property”) including, with respect to each Lease, the name of the lessor and the date of the Lease and each amendment thereto. The Company has heretofore made available to Parent true, correct and complete copies of all Leases for real property (including all modifications, amendments, supplements and material waivers and side letters thereto). The Company and/or or one or more of its Subsidiaries have has good and own valid 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, including with respect to all such Company Leased Real Property the date of such lease or sublease and any material amendments thereto and the street address of such Company Leased Real Property. Except as would not reasonably be expected to be material to the Company or the Acquired Companies, taken as a whole, each of the Acquired Companies, as applicable, has good leasehold estates in title to the Company Leased Real Property, free and clear of any Liens. All leases and subleases for the Company Leased Real Property are valid and in full force and effect in all Encumbrances material respects except to the extent they have previously expired or terminated in accordance with their terms and neither an Acquired Company nor, to the Knowledge of the Company, any other than Permitted Encumbrances except for such failures Person, has violated any provision of, or committed or failed to own valid leaseholds perform any act which, with or without notice, lapse of time or both, would constitute a default that have not had and are not reasonably likely to result inwould 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 Material Adverse EffectLeased Real Property. Other than as set forth on Section 3.21(b)(ii6.1(m)(ii) of the Company Disclosure Letter contains a complete and accurate list of all of the existing Leases granting to any PersonSchedule, other than the Company or any of its Subsidiaries, any right to use or occupy, now or in the future, any of the Leased Real Property. The Leases are each in full force and effect against the Company or subsidiary party thereto and, to the Company’s knowledge, against the other parties thereto, subject to the Bankruptcy and Equity Exception, and 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 material breach pending, and to the Knowledge of the Company there is no threatened, condemnation proceeding with respect to any of the Company Owned Real Property or default underthe Company Leased Real Property. (iv) Except as would not materially affect, any material Leaseeither individually or in the aggregate, the ability of the Acquired Companies, taken as a whole, to operate their business as currently 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 being used.

Real Property. (a) Neither the Company nor any of its Subsidiaries owns any real property. (b) Section 3.21(b)(iSchedule 4.20(a) of the Company Disclosure Letter contains sets forth a complete and accurate list of all real properties that are owned or have ever been owned by the Company or any of the existing material Leases for real property as of Company Subsidiaries (the date of this Agreement (such property, the “Leased "Company Owned Real Property”) including, with respect to each Lease, the name of the lessor and the date of the Lease and each amendment thereto. The Company has heretofore made available to Parent true, correct and complete copies of all Leases for real property (including all modifications, amendments, supplements and material waivers and side letters thereto"). The Company and/or its and the Company Subsidiaries have good and own marketable title to, or valid leasehold estates interests in, all real properties owned, used or occupied by them except for such as are no longer used or useful in the Leased Real Propertyconduct 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 has leasehold interests, are free and clear of all Encumbrances other than Permitted Encumbrances Liens except for such failures Permitted Liens. None of the Company or any of the Company Subsidiaries has an option to own valid leaseholds that have not had purchase any real property. All of the real property leased by the Company and are not reasonably likely to result in, individually or the Company Subsidiaries is identified in the aggregate, a Company Material Adverse Effect. Section 3.21(b)(ii4.20(a) of the Company Disclosure Letter contains a complete and accurate list (herein referred to as the "Company Leased Real Property"). (i) Status of all Leases. All leases of the existing Leases granting Company Leased Real Property are identified in Section 4.20(a)(i) of the Company Disclosure Letter, and true and complete copies thereof have been delivered to any Person, other than Parent. Each of such leases has been duly authorized and executed by the Company or any of its Subsidiariesthe Company Subsidiary party thereto, any right to use or occupy, now or in the future, any of the Leased Real Property. The Leases are each is in full force and effect against and constitutes the legal, valid and binding obligation of the Company or subsidiary the Company Subsidiary party thereto, and is enforceable in accordance with its respective terms, except to the extent that such enforceability may be limited by applicable bankruptcy, insolvency, moratorium or other similar laws affecting the enforcement of creditors' rights generally and subject to general principles of equity. The Company or the Company Subsidiary party thereto and, to the Company’s knowledge, against the other parties thereto, subject to the Bankruptcy and Equity Exception, and neither the Company nor any of its Subsidiaries has not received written notice of any material breach default under any of said leases, nor has any event occurred which, with notice or the passage of time, or both, would reasonably be expected to give rise to such a default. To the Knowledge of the Company, the other party to each of said leases is not in default underunder any of said leases and there is no event which, any material Leasewith notice or the passage of time, or both, would reasonably be expected to give rise to such a default.

Real Property. (a) Neither Schedule 5.9(a) sets forth a complete list of all leases and subleases of real property to or by the Company or a Subsidiary as of the date hereof involving annual payments in excess of $100,000 (individually, a “Real Property Lease” and collectively, the “Real Property Leases”). Except as set forth on Schedule 5.9(a), neither the Company nor any Subsidiary has received any written notice of any default, neither the Company nor any Subsidiary is currently in default, and, to the Knowledge of the Company, no event has occurred that with notice or lapse of time, or both, would constitute a default by the Company or any Subsidiary under any of the Real Property Leases, except for such defaults that are no longer continuing or would not reasonably be expected to be materially adverse to the Company and its Subsidiaries, taken as a whole. Each of the Real Property Leases is in full force and effect and creates, in favor of the Company or its Subsidiaries owns a valid, binding and enforceable leasehold interest in the applicable real property (including all rights, title, privileges and appurtenances pertaining or relating thereto) free and clear of any real propertyLiens other than Permitted Exceptions. (b) Section 3.21(b)(iSchedule 5.9(b) sets forth the address and description of the Company Disclosure Letter contains a complete and accurate list of all of the existing material Leases for Company’s or its Subsidiaries’ owned real property as of the date of this Agreement (such property, the “Leased Owned Real Property”) including, with ). With respect to each LeaseOwned Real Property, except as set forth in Schedule 5.9(b): (i) the name of Company or a Subsidiary (as the lessor case may be) has good and the date of the Lease and each amendment thereto. The Company has heretofore made available marketable fee simple title to Parent true, correct and complete copies of all Leases for real property (including all modifications, amendments, supplements and material waivers and side letters thereto). The Company and/or its Subsidiaries have and own valid leasehold estates in the Leased such Owned Real Property, free and clear of all Encumbrances other than Liens except Permitted Encumbrances except for such failures to own valid leaseholds that have not had and are not reasonably likely to result inExceptions, individually or in the aggregate, a Company Material Adverse Effect. Section 3.21(b)(ii(ii) of the Company Disclosure Letter contains a complete and accurate list of all of the existing Leases granting to any Person, other than the Company or a Subsidiary has not leased or otherwise granted to any of its Subsidiaries, any Person the right to use or occupyoccupy such Owned Real Property or any portion thereof; (iii) other than the rights of Parent pursuant to this Agreement, now there are not outstanding options, rights of first offer or in the futurerights of refusal to purchase such Owned Real Property or any portion or interest therein, any of the Leased Real Property. The Leases are each in full force and effect against (iv) the Company or subsidiary a Subsidiary is not a party thereto and, to the Company’s knowledge, against the other parties thereto, subject any agreement or option to the Bankruptcy and Equity Exception, and neither purchase any real property or interest therein. Neither the Company nor any Subsidiary has received any written notice from any Governmental Body with respect to the ownership or use of any Owned Real Property that could reasonably be expected to materially and adversely affect the rights of either the Company or the Surviving Corporation, or the operation of its Subsidiaries has received written notice of any business, thereat. The Owned Real Property is in good condition and repair subject to ordinary wear and tear in all material breach of or default under, any material Leaserespects.

Real Property. (a) Neither the Company nor any of its Subsidiaries owns any real property. (b) Section 3.21(b)(i2.09(a) of the Company Disclosure Letter contains a correct and complete and accurate list of all real property leased (whether as landlord or tenant), subleased or occupied by any member of the existing material Leases for real Company Group, the lessor or lessee of and the address such property as of the date of this Agreement (such property, the “Leased Real Property”). The Sellers have made available to the Buyer correct and complete ‎copies of the leases and subleases listed in Section 2.09(a) includingof the Disclosure Letter (“Leases”). Except as set forth in Section 2.09(a) of the Disclosure Letter, with ‎respect to each Lease or the Leased Real Property:‎ (i) The Lease is in full force and effect and is binding, and enforceable ‎against each of the parties thereto in accordance with their respective terms ‎subject to the Enforceability Exception.‎ (ii) There is no purchase option, right of first refusal, first option or other right ‎held by any member of the Company Group with respect to each any real property that ‎is not contained within a Lease.‎ (iii) There is no forbearance arrangement in effect with respect to any Lease.‎ (iv) No member of the Company Group has agreed to modify any terms of any ‎Lease, including by having given any Person any estoppel certificate or similar ‎instrument that would preclude assertion of any claim under any Lease, the name affect any ‎right or obligation under any Lease or otherwise be binding upon any ‎such Company Group member.‎ (v) There are no agreements or understandings to which any member of the lessor and the date Company Group is a party relating to any member of the Company Group’s lease, use, or occupation of any of the Leased Real Property other than as ‎contained in the Leases.‎ (vi) No member of the Company Group has exercised any option or right to ‎terminate, renew or extend or otherwise affect any right or obligation of the ‎tenant under any Lease and each amendment thereto. The Company has heretofore made available or to Parent true, correct and complete copies of all Leases for purchase the real property subject to any Lease.‎ (including vii) The Leased Real Property is not subject to any leases or tenancies of any kind to which a member of the Company Group is a party except the Leases, and to the Seller’s Knowledge the Leased Real Property is not subject to any leases or tenancies of any kind except for the Leases.‎ (viii) To the Sellers’ Knowledge, the Leased Real Property is not in the possession of any adverse ‎possessors.‎ (ix) No improvements erected or installed by any member of the Company Group constituting a part of the Leased Real Property encroaches on any real ‎property not forming part of the Leased Real Property‎. (x) The Leased Real Property is zoned and permitted as required for the business as currently conducted by the Company Group and to the Sellers’ Knowledge, there is no proposed or pending change to any ‎building, zoning, or use restriction that could restrict or prevent the use or operation of ‎any of the Leased Real Property for the Business‎. (xi) The Leased Real Property is served by all modificationswater, amendmentssewer, supplements electrical, ‎telephone, drainage and other utilities required for the purposes for which it is ‎used by the Company Group or for the conduct of the Business. (xii) The Leased Real Property is free from material waivers patent defects and, to the Sellers’ Knowledge, material latent defects, ‎has been maintained in accordance with normal and side letters thereto). The applicable industry practice, is ‎in good operating condition and repair, subject to normal wear and tear, requires ‎no work or improvements to bring it into compliance with any applicable Law, ‎and is suitable and sufficient for the purposes for which it is used, held for use ‎and presently proposed to be used.‎ (xiii) There exists no violation by any member of the Company and/or its Subsidiaries have Group or to the Sellers’ Knowledge by a third party, of any covenant, condition, ‎licenses, restriction or easement affecting any portion of the Leased Real Property.‎ (xiv) ‎The continued maintenance and own valid leasehold estates in operation of the Leased Real Property by the Company Group as ‎‎currently maintained and operated is not dependent on facilities located at other ‎property, ‎and, to the Sellers’ Knowledge, the continued maintenance and operation of any other property is ‎not dependent on ‎facilities located on the Leased Real Property. To the Sellers’ Knowledge, free no building or ‎other improvement not part ‎of the Leased Real Property relies on the Leased Real ‎Property or any part thereof or any ‎interest therein to fulfill any requirement of ‎any Governmental Authority, and clear no building ‎or other improvement on the Leased ‎Real Property relies on any property not included ‎within the Leased Real Property ‎to fulfill any requirement of all Encumbrances other than Permitted Encumbrances except for such failures to own valid leaseholds that have not had and are not reasonably likely to result in, individually or in any Governmental ‎Authority.‎ (xv) Neither the aggregate, a Company Material Adverse Effect. Section 3.21(b)(ii) applicable member of the Company Disclosure Letter contains Group, nor, to the ‎Sellers’ Knowledge, any other party to the Lease is in breach or ‎default, and no event has occurred which, with notice or lapse of time, would ‎constitute a complete breach or default or permit termination, modification, or acceleration ‎thereunder, including the default of any existing licenses, and accurate list of all no party to the ‎Lease has repudiated any provision thereof.‎ (xvi) To the Sellers’ Knowledge, neither the whole nor any portion of the existing Leases granting Leased Real Property has been condemned, requisitioned, expropriated or otherwise taken by any Governmental Authority and no such condemnation, requisition, expropriation or taking is threatened or contemplated. To the Sellers’ Knowledge, there are no pending or threatened changes to any Person, other than the Company applicable codes or any of its Subsidiarieszoning requirements affecting or against all, any right to use or occupy, now or in the future, any portion of the Leased Real Property. The Leases To the Sellers’ Knowledge, there are each in full force no (A) public improvements which have been ordered, commenced or completed and effect for which an assessment may be levied against the Company Leased Real Property, or subsidiary party thereto and(B) planned improvements which may result in any assessment against the Leased Real Property, in each case that would result in a Liability of the Company. To the Sellers’ Knowledge, there is no Encumbrance applicable to the CompanyLeased Real Property that would impair the current use or the occupancy of such Leased Real Property by the relevant member of the Company Group. (xvii) All improvements to the Leased Real Property erected or installed by any member of the Company Group or in respect of which a member of the Company Group has a responsibility to repair or maintain under the applicable Lease, and to Sellers’ Knowledge, all other improvements to the Leased Real Property (including mechanical, electrical and plumbing systems serving such improvements, as applicable) are in good condition and repair (normal wear and tear excepted) and are free from structural defects. There are no continuing maintenance, repair or capital improvement obligations with respect to the Leased Real Property set forth in the lease for the Leased Real Property that have not been satisfied by the relevant member of the Company Group. Except as set forth in the Lease, there are no improvements or additions that are required to be removed by any member of the Company Group pursuant to the terms of the Lease for the Leased Real Property upon termination of any Lease relating to the Leased Real Property. Other than as set out in the Lease, there are no damages, conditions or repairs that any member of the Company Group would be obligated to repair, restore or remediate pursuant to the terms of the Lease for the Leased Real Property upon termination of such Lease. (xviii) The Leased Real Property is not shared by any member of the Company Group, on the one hand, and any other Person, on the other hand, or used for any business other than the Business. To Sellers’ Knowledge, the Company Group, or the relevant member thereof, has the right to quiet enjoyment of all of the Leased Real Property. There has been no disturbance of, or challenge to, the Company Group’s knowledgequiet possession of any Leased Real Property for the full term of any applicable Lease and any renewal option related thereto. (xix) All accounts for work and services commissioned by any member of the Company Group and performed or materials placed or furnished upon or in ‎respect of the construction and/or completion of any of the buildings, improvements or ‎other structures constructed on any of the Leased Real Property have been fully paid and no ‎one is entitled to claim an Encumbrance for any such work.‎ (xx) To Sellers’ Knowledge, there are no work orders outstanding against the other parties thereto, subject to the Bankruptcy and Equity Exception, and neither Leased Real Property ‎and no member of the Company nor any of its Subsidiaries Group has received a deficiency notice, request or written notice ‎advice of any material breach of any Law in respect of the foregoing which could, if ‎not corrected, become a work order or default undercould require performance of work or expenditure ‎of money to correct.‎ (xxi) To Sellers’ Knowledge, there is no pending or threatened Legal Proceeding against or affecting the Leased Real Property. (xxii) There has been no rent deferred under any material Lease.Lease due to COVID-19 or otherwise that is currently ‎unpaid or outstanding.‎

Real Property. Neither the Company nor any Subsidiary owns real property in fee title. Schedule 4.10 sets forth a list of each lease of real property by the Company or a Subsidiary (aas lessor or lessee) (the "Real Property Leases") which list includes (i) the Lease commencement date, the date of commencement of payment of rent under the Lease, and the Lease termination date, (ii) the monthly (or if other than monthly, the regular installment) rent amount and additional rent amounts thereunder as of the date hereof, and the amount of any rent paid for more than the current month, (iii) the amount and explanation of any concession, credit, offset or reduction in rent or other amounts due to the Company or any of its Subsidiaries under such Real Property Lease attributable to the period after the date hereof, (iv) the full amount of the security deposit paid thereunder and the amount of any shortfall in such amount, and (v) any exclusivity clauses in favor of other tenants of which the Company or any of its Subsidiaries has been notified. The Company and/or each of its Subsidiaries has delivered to Purchaser a true and complete copy of each such Real Property Lease document, including all amendments and modifications thereto and all documents executed in connection therewith, and in the case of any oral Lease, a written summary of the material terms of such Real Property Lease. Each Real Property Lease and all documents and executed agreements entered into in connection therewith is legal, valid, binding, enforceable and in full force and effect subject only to Enforceability Caveats. Except as set forth on Schedule 4.10(d), each Real Property Lease contains the complete agreement between landlord and the Company or its Subsidiaries, as applicable, with respect to the Leased Real Property, and there are no other agreements, verbal or written, regarding the Leased Real Property. Except as set forth on Schedule 4.10(e), the Company nor any of its Subsidiaries nor, to the Knowledge of the Seller and the Company, any other party to the Real Property Lease is in material breach or default under any Lease, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a material breach or default, or permit the termination, modification or acceleration of rent under such Real Property Lease. Each of the Company and its Subsidiaries is current in the payment of rent and all other charges payable under the Real Property Leases. Neither the Company nor any of its Subsidiaries owns has received any real property. (b) Section 3.21(b)(i) notice of termination of any Real Property Lease or any notice of relocation thereunder. Except as set forth on Schedule 4.10(e), there are no claims against any landlord under the Company Disclosure Letter contains a complete Real Property Leases, and accurate list no disputes under or claims, setoffs, counterclaims or defenses to the enforcement of any or all of the existing material terms, conditions or covenants contained in the Real Property Leases, and none of which would entitle the Company or any of its Subsidiaries to any setoff, offset or reduction in rent, or to terminate the Lease. No landlord under the Real Property Leases for real property has delivered to the Company or any of its Subsidiaries any notice of default arising out of such Real Property Leases that has not been cured. Except as set forth on Schedule 4.10(f), the Company and each of its Subsidiaries has accepted the Leased Real Property under each of the date Real Property Leases Premises, and is in full possession of this Agreement (such property, the “Leased Real Property”. Except as set forth on Schedule 4.10(f) includingconstruction of all improvements and work to such Leased Real Property as required under the Lease has been satisfactorily completed as required under the Lease and have been paid for in full. Except as set forth on Schedule 4.10(f) there are no outstanding construction or repair obligations under any construction or related agreements for any Leased Real Property or, except as set forth in the Leases, any other construction, repair or removal obligations upon surrender of the Leased Real Property. To the Knowledge of the Seller and the Company, no security deposit or portion thereof deposited with respect to each any Real Property Lease has been applied in respect of a breach or default under such Lease which has not been redeposited in full, and no landlord under the Real Property Leases has any claim against any security deposit based upon a breach by Company or its Subsidiaries prior to the Closing. Neither the Company nor any of its Subsidiaries is obligated to pay any brokerage commissions or finder's fees with respect to any Lease. Except as set forth on Schedule 4.10(i), neither the name Company nor any of its Subsidiaries has subleased, licensed or otherwise granted any Person the lessor right to use or occupy such Leased Real Property or any portion thereof. Neither the Company nor any of its Subsidiaries has, in whole or in part, collaterally or otherwise assigned or granted any Lien in, and there exists no Lien other than Permitted Exceptions upon, any Real Property Lease or any interests therein. Except as set forth on Schedule 4.10(k), to the Knowledge of Seller and the date Company, all of the Lease and each amendment thereto. The Company has heretofore made available to Parent true, correct and complete copies of all Leases for real property (including all modifications, amendments, supplements and material waivers and side letters thereto). The Company and/or its Subsidiaries have and own valid leasehold estates in the Leased Real Property, free including the buildings, structures, fixtures, building systems and clear 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 therein (the "Improvements") are in good condition and repair and sufficient for the operation of all Encumbrances other than Permitted Encumbrances except for such failures to own valid leaseholds that have not had the Company's and its Subsidiaries' business, and are not reasonably likely to result inmaintained in the condition required under the applicable Real Property Leases. To the Knowledge of Seller and the Company, 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, a Company Material Adverse Effect. Section 3.21(b)(ii) interfere in any respect with the use or occupancy of the Company Disclosure Letter contains a complete and accurate list of all Improvements or any portion thereof in the operation of the existing Leases granting to Company's or its Subsidiaries' business as currently conducted thereon, and none that would require any Person, other than repair or replacement by the Company or any of its Subsidiaries, any right Subsidiaries prior to use or occupy, now or in the future, any surrender of the Leased Real PropertyProperty under the terms of the Real Property Leases. The Leases Except as set forth on Schedule 4.10(k), no amount or payments are each in full force and effect against due or will become due by the Company or subsidiary party thereto and, any Subsidiary to a landlord under a Real Property Lease for work done or alterations or installations made in or to the Company’s knowledge, against the other parties thereto, subject to the Bankruptcy and Equity ExceptionLeased Real Property, and neither all such amounts have been paid in full by the Company or its Subsidiaries and no repairs or maintenance are needed for any Leased Real Property to be in compliance with its applicable Lease, except for repairs and maintenance which would cost less than $75,000 to complete in the aggregate. Neither the Company nor any of its Subsidiaries has received written notice from any insurance company of any material defects or inadequacies in any Leased Real Property, or any part thereof, which would adversely affect the insurability of the Leased Real Property. To the Knowledge of Seller and the Company, as of the date hereof there is no condemnation, or other proceeding in eminent domain, pending or threatened, affecting any Leased Real Property or any portion thereof or interest therein. Except as set forth on Schedule 4.10(l), as of the date hereof, there is no injunction, decree, order, writ or judgment outstanding, nor any claims, litigation, foreclosure, bankruptcy proceedings, administrative actions or similar proceedings, pending or threatened, relating to the ownership, lease, use or occupancy of the Leased Real Property or any portion thereof, or the operation of the Company's or its Subsidiaries' business as currently conducted thereon. To the Knowledge of the Seller and the Company, as of the date hereof (i) there are no actions, voluntary or otherwise, under any bankruptcy laws, pending against any landlord of a Real Property Lease, and (ii) no landlord has assigned or is in the process of assigning any interest in a Real Property Lease. To the Knowledge of the Seller and the Company, each landlord of any Leased Property has observed and complied with all of its covenants and obligations of any ground lease to which it is a party. Seller has not done or omitted to do any matter, act or thing which, to the Knowledge of the Seller and the Company, could cause any such landlord to be in breach of any such ground lease. Except as set forth on Schedule 4.10(n), to the Knowledge of the Seller and the Company, all water, oil, gas, electrical, steam, compressed air, telecommunications, sewer, storm and waste water systems and other utility services or default undersystems for the Leased Real Property are operational and sufficient for the operation of the Company's or its Subsidiaries' business as currently conducted thereon. Except as set forth on Schedule 4.10(o), the Knowledge of the Seller and the Company, all certificates of occupancy, permits, licenses, franchises, approvals and authorizations (collectively, the "Real Property Permits") of all Governmental Bodies, including boards of fire underwriters, which are required or appropriate to use or occupy the Leased Real Property or operate the Company's or its Subsidiaries' business as currently conducted thereon, have been issued and are in full force and effect. True and complete copies of all Real Property Permits have been delivered to Purchaser. Neither the Company nor any material Leaseof its Subsidiaries 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 there is no basis for the issuance of any such notice or the taking of any such action. No disclosure, filing or other action by the Purchaser, Company or any of its Subsidiaries is required in connection with the Real Property Permits with respect to the consummation of this transaction other than such disclosure, filing or other action the failure of which would not impair the ordinary course of conduct of all operations of the Company and its Subsidiaries. Except as set forth on Schedule 4.10(p), to the Knowledge of the Seller and the Company, the classification of each Leased Real Property under applicable zoning Laws, (i) permits the use and occupancy of such Leased Real Property and the operation of the Company's and its Subsidiaries' business as currently conducted thereon, and (ii) permits the Improvements located thereon as currently constructed, used and occupied, without requirement of any variance. To the Knowledge of Seller and the Company, the current use and occupancy of the Leased Real Property and the operation of the Company's and its Subsidiaries' business as currently conducted thereon do not violate any easement, covenant, condition, restriction or similar provision in any instrument of record or other unrecorded agreement affecting such Real Property (the "Encumbrance Documents"). Neither the Company, nor its Subsidiaries has received any written notice of violation of any Encumbrance Documents, and, to the Knowledge of the Seller and the Company, there is no basis for the issuance of any such notice or the taking of any action for such violation. Except as set forth on Schedule 4.10(r), to the Knowledge of the Seller and the Company, as of the date hereof, no hotel in which any Bliss or Remede spa is operated (whether by the Company, its Subsidiaries or otherwise) is in the process of being or is part of discussions to be rebranded, reflagged or otherwise operated by a different franchise or company brand than which it is currently operated.

Real Property. (a) Neither the The Company nor any of its Subsidiaries owns does not own any real property. (b) Section 3.21(b)(iSchedule 4.18(b) contains a complete and accurate list by property, city, state and country, of all real property leasehold or subleasehold estates and other rights to possess or occupy any land, buildings, structures, improvements, fixtures or other interest in real property held by the Company as of the date of this Agreement (the “Leased Company Disclosure Letter Properties”). The Company is the sole legal and beneficial owner of a leasehold or subleasehold interest in, or other right to possess or occupy, the Leased Company Properties. (c) Schedule 4.18(c) contains a complete and accurate list of all leases, subleases, licenses, concessions, and other Contracts, agreements and leasehold arrangements and all related supplemental documents (collectively, the “Lease Documents”) pursuant to which the Company leases, licenses, subleases or otherwise occupies any Leased Company Property on the date hereof. The Company has delivered to Acquiror a true and complete copy of each such Lease Document. Neither the Company nor, to the Knowledge of the existing Company, any other party to any Lease Document is in material Leases breach or material default under such Lease Document, and no event has occurred or circumstances exist which, with the delivery of notice, the passage of time or both, would constitute such a breach or default, or permit the termination or acceleration of rent under such Lease Document, by the Company or, to the Knowledge of the Company, any other party thereto. (d) Each Lease Document is a written agreement in full force and effect, and, subject to the Enforceability Exceptions, is legal, valid, binding and enforceable against the Company that is a party to such Lease Document and, to the Knowledge of the Company, any other party to such Lease Document. The Company has paid the rent and all other sums that are due and payable under such Lease Documents and there are no significant arrears thereunder due and payable by the Company. (e) To the Knowledge of the Company, there exist no restrictions, covenants or encumbrances which encumber any of the Leased Company Properties and which prevent any of the Leased Company Properties from being used now or in the future for their current use or would prevent, or require consent from a third party as a result of, the consummation of the transactions contemplated by this Agreement or which would be material and adverse to the Company, taken as a whole. (f) The Company has not, at any time, given any covenant or entered into any agreement in respect of any leasehold real property other than the Leased Company Properties in respect of which any material contingent liability of the Company remains as of the date of this Agreement (such property, the “Leased Real Property”) including, with respect to each Lease, the name of the lessor and the date of the Lease and each amendment theretoAgreement. The Company has heretofore made available to Parent truenot subleased, correct and complete copies of all Leases for real property (including all modifications, amendments, supplements and material waivers and side letters thereto). The Company and/or its Subsidiaries have and own valid leasehold estates in licensed or otherwise granted any Person the Leased Real Property, free and clear of all Encumbrances other than Permitted Encumbrances except for such failures to own valid leaseholds that have not had and are not reasonably likely to result in, individually or in the aggregate, a Company Material Adverse Effect. Section 3.21(b)(ii) of the Company Disclosure Letter contains a complete and accurate list of all of the existing Leases granting to any Person, other than the Company or any of its Subsidiaries, any right to use or occupyoccupy any Leased Company Property or any portion thereof, now and the Company has not collaterally assigned or granted any other security interest in any Lease Document or any interest therein. (g) As of the futuredate of this Agreement, to the Knowledge of the Company, there are no material outstanding Actions to which the Company is a party in respect of any of the Leased Real PropertyCompany Properties, other than nondelinquent real property assessments affecting the Leased Company Properties. The Leases are each in full force and effect against As of the Company or subsidiary party thereto anddate of this Agreement, to the Company’s knowledge, against possession and quiet enjoyment of the other parties thereto, subject to the Bankruptcy and Equity Exception, and neither the Leased Company nor any of its Subsidiaries has received written notice of any material breach of or default under, any material LeaseProperty under each Lease Document is not materially disturbed.

Real Property. (a) Neither the Company nor any of its Subsidiaries owns any real property. (b) Section 3.21(b)(i) Each of the Company Disclosure Letter contains a complete and accurate list of all of the existing material Leases for Company Subsidiary holds good, marketable and insurable fee simple title to its real property as of the date of this Agreement (such propertycollectively, the “Leased Company Owned Real Property”) including, with respect to each Lease, the name of the lessor and the date of the Lease and each amendment thereto. The Company has heretofore made available to Parent true, correct and complete copies of all Leases for real property (including all modifications, amendments, supplements and material waivers and side letters thereto). The Company and/or its Subsidiaries have and own valid leasehold estates in the Leased Real Property, free and clear of all Encumbrances Liens, except for Permitted Liens. There are no outstanding options or rights of first refusal which have been granted by the Company or the Company Subsidiary to third parties to purchase any Company Owned Real Property other than Permitted Encumbrances except for such failures to own valid leaseholds options or rights that have not had and are would not reasonably likely be expected to result inbe, individually or in the aggregate, material to the Company and the Company Subsidiary, taken as a whole. (b) (i) Each Contract for the lease or sublease (each, a “Company Real Property Lease”) for real property under which the Company or the Company Subsidiary is a lessee or sublessee (collectively, the “Company Leased Real Property”) is in full force and effect and is a valid and binding obligation of the Company or the Company Subsidiary party thereto and, to the Knowledge of the Company, of the other parties thereto, enforceable against the Company or the Company Subsidiary, and to the Knowledge of the Company, against the other parties thereto in accordance with its terms, except that (A) such enforcement may be subject to applicable bankruptcy, insolvency or other similar laws, now or hereafter in effect, affecting creditors’ rights generally and (B) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefore may be brought; (ii) no written notices of default under any Company Real Property Lease have been received by the Company or the Company Subsidiary that have not been resolved; (iii) neither the Company nor the Company Subsidiary is in default under any Company Real Property Lease; and (iv) the Company or a Company Subsidiary, as applicable, is and has been in peaceable possession of each Company Leased Real Property subject to the terms of the applicable Company Real Property Lease. True and correct copies of all material Company Real Property Leases have been made available to Purchaser for Purchaser’s review. (c) The Company and the Company Subsidiary own or possess all permits, easements, licenses, rights of way (or notices of intent to renew, applications or extension notices have been filed for same with the pueblo or the Bureau of Indian Affairs to reserve the rights thereto) (the “Easements”) necessary to conduct their business as now being conducted without any conflict with the rights of others to the Knowledge of the Company, in each case except to the extent that the failure to own or possess such Easements would not, individually or in the aggregate, be reasonably likely to be material to the Company and the Company Subsidiary, taken as a whole. (d) The Company Owned Real Property and the Company Leased Real Property are referred to collectively herein as the “Company Real Property”. With respect to the Company Real Property, neither the Company nor the Company Subsidiary has received any written notice of, nor to the Knowledge of the Company does there exist: (i) any pending, threatened or contemplated condemnation or similar proceedings, or any sale or other disposition of any Company Real Property or any part thereof in lieu of condemnation; or (ii) any non-compliance with any applicable building and zoning codes, deed restrictions, ordinances and rules, that, in each case, individually or in the aggregate, would reasonably be expected to have a Company Material Adverse Effect. Section 3.21(b)(ii) To the Knowledge of the Company, the Company and the Company Subsidiary have lawful rights of use and access to all Easements and Company Real Property necessary to conduct the business of the Company Disclosure Letter contains a complete and accurate list of all of the existing Leases granting to any Person, other than the Company or any of its Subsidiaries, any right Subsidiary as currently conducted except as would not reasonably be expected to use or occupy, now or in the future, any of the Leased Real Property. The Leases are each in full force and effect against be material to the Company or subsidiary party thereto and, to the Company’s knowledge, against the other parties thereto, subject to the Bankruptcy and Equity Exception, and neither the Company nor any of its Subsidiaries has received written notice of any material breach of or default underSubsidiary, any material Leasetaken as a whole.

Real Property. (a) Neither the Company nor any of its the Company Subsidiaries owns any real property. (b) Section 3.21(b)(i5.17(b) of the Company Delayed Disclosure Letter contains a complete and accurate list of Schedules sets forth all of the existing material Leases for real property as of the date of this Agreement leased or subleased (such property, the “Leased Real Property”) including, with respect to each Lease, the name of the lessor and the date of the Lease and each amendment thereto. The Company has heretofore made available to Parent true, correct and complete copies of all Leases for real property (including all modifications, amendments, supplements and material waivers and side letters thereto). The Company and/or its Subsidiaries have and own valid leasehold estates in the Leased Real Property, free and clear of all Encumbrances other than Permitted Encumbrances except for such failures to own valid leaseholds that have not had and are not reasonably likely to result in, individually or in the aggregate, a Company Material Adverse Effect. Section 3.21(b)(ii) of the Company Disclosure Letter contains a complete and accurate list of all of the existing Leases granting to any Person, other than by the Company or any of its Subsidiaries, any right the Company Subsidiaries (the Contracts pursuant to use or occupy, now or in which such Leased Real Property is leased being the future, any “Leases”) and a copy of the Leased Real PropertyLeases. The Leases are each in full force and effect against the Company or subsidiary party thereto and, With respect to the Company’s knowledgeLeases, against the other parties thereto, subject to the Bankruptcy and Equity Exception, and neither the Company nor any of its the Company Subsidiaries has received written notice or, to the Knowledge of the Company, any material other party to any such Lease, is in breach of or default under, under such Lease in any material respect. Each Lease to which the Company or such Company Subsidiary is a party (i) is a legal and binding obligation of the Company or such Company Subsidiary, as applicable, and, to the Knowledge of the Company, the other relevant parties thereto and (ii) is in full force and effect, enforceable against the Company or such Company Subsidiary, as applicable, and, to the Knowledge of the Company, the other parties thereto, in accordance with the terms thereof, except to the extent that the enforceability thereof may be limited by the Equitable Exceptions. The Company or such Company Subsidiary has accepted possession 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 Section 5.17(b) of the Delayed Disclosure Schedules, the Company or such Company Subsidiary 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. To the Knowledge of the Company there are no Occurrences which, with the passage of time, notice, or both, would result in a breach or default on the part of the Company or such Company Subsidiary or the lessor thereunder.

Real Property. (a) Neither Schedule 4.19(a) sets forth the Company nor any address of its Subsidiaries owns any real property. (b) Section 3.21(b)(i) of the Company Disclosure Letter contains a complete and accurate list of all of the existing material Leases for real property as of the date of this Agreement (such property, the “Leased each Owned Real Property”) including, with . With respect to each LeaseOwned Real Property and except as would be, the name of the lessor and the date of the Lease and each amendment thereto. The Company has heretofore made available to Parent true, correct and complete copies of all Leases for real property (including all modifications, amendments, supplements and material waivers and side letters thereto). The Company and/or its Subsidiaries have and own valid leasehold estates individually or in the Leased aggregate, material to the Company Group, taken as a whole: (i) the Company or its Subsidiary (as the case may be) has good and marketable indefeasible fee simple title to such Owned Real Property, free and clear of all Encumbrances Liens, except Permitted Liens; (ii) except as set forth on Schedule 4.19(a), the Company or its Subsidiary (as the case may be) has not leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof; and (iii) there are no outstanding options, rights of first offer or rights of first refusal to purchase such Owned Real Property or any portion thereof or interest therein. No Company Group Member is a party to any agreement or option to purchase any real property or interest therein. (b) Schedule 4.19(b) sets forth the address of each Leased Real Property and the Company has made available to Acquiror true, correct and complete copies of the Contracts (including all amendments, extensions, renewals, guaranties and other than agreements with respect thereto) pursuant to which any Company Group Member occupies (or have been granted an option to occupy) the Leased Real Property or is otherwise a party with respect to the Leased Real Property (the “Leases”). The Company or one of its Subsidiaries has a valid leasehold estate in, and enjoys peaceful and undisturbed possession of, all Leased Real Property, and there are no material disputes with respect to any material Lease, in each case, subject only to Permitted Encumbrances Liens. With respect to each Lease and except for such failures to own valid leaseholds that have not had and are not reasonably likely to result inas would be, individually or in the aggregate, a Company Material Adverse Effect. Section 3.21(b)(ii) of material to the Company Disclosure Letter contains Group, taken as a complete whole, (i) such Lease is valid, binding and accurate list of all of the existing Leases granting to any Person, other than the Company or any of its Subsidiaries, any right to use or occupy, now or in the future, any of the Leased Real Property. The Leases are each enforceable and in full force and effect against the Company or subsidiary party thereto one of its Subsidiaries and, to the Company’s knowledge, against the other parties party thereto, subject to the Bankruptcy Enforceability Exceptions, (ii) each Lease has not been amended or modified except as reflected in the modifications, amendments, supplements, waivers and Equity Exceptionside letters made available to Acquiror, and neither the (iii) no Company nor any of its Subsidiaries Group Member has received or given any written notice of default or breach under any of the Leases and to the knowledge of the Company, no Company Group Member has received oral notice of any default or breach that has not been cured; (iv) there does not exist under any Lease any event or condition which, with notice or lapse of time or both, would become a default or breach or permit the termination, modification or acceleration of rent under such Lease by the Company or one of its Subsidiaries, or, to the Company’s knowledge, the other party thereto; (v) no Company Group Member has subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property or any portion thereof; and (vi) no Company Group Member has collaterally assigned or granted any other security interest in such Lease or any interest therein. The Owned Real Property identified in Schedule 4.19(a) and the Leased Real Property identified in Schedule 4.19(b) comprise all of the real property used or intended to be used in, or otherwise related to, the business of the Company Group. (c) No Company Group Member is in material breach of default or default undermaterial violation of, or not in material compliance with, any material Leaselegal requirements applicable to its occupancy of the Leased Real Property.

Real Property. (a) Neither Except for Investment Assets and as set forth in Section 3.23(a) of the Company nor any Seller Disclosure Schedule, as of its Subsidiaries owns the date hereof, the Acquired Companies do not own any real property or interests in real property. . (b) Section 3.21(b)(i3.23(b) of the Company Seller Disclosure Letter contains a complete Schedule lists all Leased Real Property and accurate list of sets forth the address, landlord and tenant for each Leased Real Property and sets forth all of the existing each written material Leases for real property contract, agreement, instrument or other legally binding and enforceable commitment in force as of the date of this Agreement (such property, the “Leased Real Property”) including, hereof with respect to each Lease, the name of the lessor and the date of the Lease and each amendment thereto. The Company has heretofore made available to Parent true, correct and complete copies of all Leases for real property (including all modifications, amendments, supplements and material waivers and side letters thereto). The Company and/or its Subsidiaries have and own valid leasehold estates in the Leased Real Property, free and clear Seller has made available to Buyer prior to the date hereof true copies of all Encumbrances other each such agreement (“Leases”). Other than Permitted Encumbrances except for such failures to own valid leaseholds that have not had and are not reasonably likely to result in, individually or in the aggregate, a Company Material Adverse Effect. as set forth on Section 3.21(b)(ii3.23(b) of the Company Seller Disclosure Letter contains a complete and accurate list of all Schedule, neither of the existing Leases granting Acquired Companies is a tenant or lessee of, or under any agreement to any Person, other than the Company become a tenant or any of its Subsidiarieslessee of, any right lease with respect to use or occupy, now or real property. Except as set forth in the future, any Section 3.23(b) of the Seller Disclosure Schedule, each Lease in respect of Leased Real Property. The Leases are each in full force Property is a legal, valid and effect against binding obligation of the applicable Acquired Company or subsidiary party thereto and, to the Company’s knowledgeKnowledge of Seller, each other party thereto, and is enforceable against the other parties applicable Acquired Company party thereto, subject and, to the Bankruptcy and Equity ExceptionKnowledge of Seller, and neither each other party thereto, in accordance with its terms (except in each case as may be limited by Enforceability Exceptions). Neither of the Company Acquired Companies nor any of its Subsidiaries has received written their Affiliates nor, to the Knowledge of Seller, any other party to a Lease, is in material default or material breach in the performance, observance or fulfillment of any obligation, covenant or condition contained under a Lease. The Acquired Companies have not received, nor have any of their Affiliates received, any notice of any a material breach dispute between such Acquired Company or an Affiliate thereof, on the one hand, and a lessor or property management agent in respect of the Leased Real Property, on the other. (c) Except as set forth on Section 3.23(c) of the Seller Disclosure Schedule, each Acquired Company or default underAffiliates that is a party to the Leases, any material Lease.as applicable, has performed in

Real Property. (a) Neither the Company nor any of its Subsidiaries owns any real property. (b) Section 3.21(b)(i3.14(a) of the Company Disclosure Letter contains Schedule sets forth a complete and accurate list of all of the existing material Leases for real property as of the date of this Agreement (such property, the “Leased Real Property”) including, with respect to each Lease, the name of the lessor and the date of the Lease and each amendment thereto. The Company has heretofore made available to Parent true, correct and complete copies list of (x) all Leases for real property Owned Real Property, including the address and owner thereof, and (including y) all modifications, amendments, supplements and material waivers and side letters thereto). The Company and/or its Subsidiaries have and own valid leasehold estates in the Leased Real Property, including the address of each parcel of Leased Real Property and the identity of the lessor, lessee and any sublease of each such parcel of Leased Real Property. (i) Each Acquired Company, as applicable, has good and marketable fee simple title to all Owned Real Property held by such Person and a valid leasehold interest in all Leased Real Property held by such Person, in each case, free and clear of all Encumbrances other than Permitted Encumbrances except for such failures to own valid leaseholds that have not had Permitted Encumbrances, (ii) each Real Property Lease and are not reasonably likely to result ineach Lessor Lease is valid, individually or in the aggregate, a Company Material Adverse Effect. Section 3.21(b)(ii) of the Company Disclosure Letter contains a complete and accurate list of all of the existing Leases granting to any Person, other than the Company or any of its Subsidiaries, any right to use or occupy, now or in the future, any of the Leased Real Property. The Leases are each in full force and effect and enforceable against the Acquired Company or subsidiary that is party thereto and, to the Company’s knowledgeKnowledge of the Seller, is enforceable against each other party thereto in accordance with its terms, (iii) the Seller has made available to the Purchaser a true, correct and complete copy of each Real Property Lease, (iv) the applicable Acquired Company is not in default (and there is no event or condition that after notice or lapse of time or both would constitute a default by such Person) under any applicable Real Property Lease or Lessor Lease and, to the Knowledge of the Seller, there is no default (or event or condition that after notice or lapse of time or both would constitute a default) by any other parties party thereto, subject (v) all improvements located on the Real Property are in sufficiently good condition and repair (ordinary wear and tear and routine maintenance excepted) to allow the Business to be conducted after the Closing in substantially the same manner as conducted prior to the Bankruptcy Closing, (vi) other than the rights and Equity Exceptionobligations pursuant to this Agreement, there are no outstanding options or rights of first refusal to purchase the Owned Real Property or any portion thereof or interest therein, and neither (vii) there are no pending, or, to the Company nor Knowledge of the Seller, threatened condemnation proceedings, lawsuits, or administrative actions relating to the Owned Real Property or any portion thereof, or any sale or other disposition in lieu of its Subsidiaries has received written notice condemnation. (b) The Real Property constitutes all of any material breach of or default under, any material Leasethe real property used in connection with the Business.

Real Property. (a) Neither Section 3.10(a) of the Company nor any Disclosure Schedule sets forth the address, and the identity of its the owner of each parcel of real property owned by the Company or the Company Subsidiaries owns any real propertyas of the date of this Agreement. (b) Section 3.21(b)(i3.10(b) of the Company Disclosure Letter contains a complete and accurate list of all Schedule sets forth each Company Lease. As of the existing date of this Agreement, the Company has made available to Parent or Parent’s Representatives an accurate and complete in all material Leases for real property respects copy of each Company Lease (including all material amendments and supplements thereto) as in effect as of the date of this Agreement. The execution and delivery of this Agreement by the Company do not, and the performance of this Agreement by the Company and the consummation by the Company of the Transactions will not, result in any breach or violation of, or constitute a default (or an event which, with notice or lapse of time or both, would become a default) by the Company or any Company Subsidiary under, or give to others any right of termination, amendment, acceleration, or cancellation of, or result in the loss of any benefit under, or the creation of any Encumbrance on the properties or assets of the Company or any Company Subsidiary pursuant to, any Material Company Lease, except, for any such conflict, violation, breach, default, or other occurrence that would not, individually or in the aggregate, reasonably be likely to have a Material Adverse Effect. (c) Except as would not, individually or in the aggregate, reasonably be likely to have a Material Adverse Effect, the Company or one of the Company Subsidiaries is the sole owner of each parcel of real property that is material to the business of the Company and the Company Subsidiaries, taken as a whole (the “Owned Real Property”), provided, however, that any Owned Real Property related to the operation of the Key Business shall be material for purposes hereof, and the Company or one of the Company Subsidiaries has good and valid title to the Owned Real Property, and the Owned Real Property is free and clear of any Encumbrance, except for Permitted Encumbrances. With respect to the Owned Real Property, and except as would not, individually or in the aggregate, materially and adversely impair the current use or occupancy by the Company or a Company Subsidiary of the Owned Real Property: (i) there are no leases, subleases, licenses, concessions or other agreements granting to any party (other than the Company or any Company Subsidiary) the right to use or occupy any portion of the Owned Real Property, except for Permitted Encumbrances; (ii) to the knowledge of the Company, there are no outstanding options, rights of first offer, or rights of first refusal in favor of any third party (other than the Company or any Company Subsidiary) to purchase any such parcel of Owned Real Property or any material portion thereof or material interest therein; and (iii) there are no pending condemnation proceedings relating to the Owned Real Property. (d) Except as would not, individually or in the aggregate, reasonably be likely to have a Material Adverse Effect, the Company or one of the Company Subsidiaries holds a valid leasehold or subleasehold interest in, or license to use, the real property that (x) is licensed, leased, or subleased by the Company or such Company Subsidiary, as applicable, from another Person and (y) is material to the business of the Company and the Company Subsidiaries, taken as a whole, provided, however, that any Company Lease related to the operation of the Key Business shall be material for purposes hereof (such real property, the “Leased Real Property”) including, with respect to each Lease, the name of the lessor and the date of the Lease and each amendment thereto. The Company has heretofore made available to Parent true, correct and complete copies of all Leases for real property (including all modifications, amendments, supplements and material waivers and side letters thereto). The Company and/or its Subsidiaries have and own valid leasehold estates in the Leased Real Property, free and clear of all Encumbrances other than Permitted Encumbrances and Encumbrances described in the applicable Company Lease (each such Company Lease, a “Material Company Lease”). As of the date of this Agreement, neither the Company nor any Company Subsidiary has received any written notice regarding any violation or breach or default under any Company Lease that has not since been cured, except for such failures to own valid leaseholds violations or breaches that have not had and are not reasonably likely to result innot, individually or in the aggregate, reasonably expected to have a Company Material Adverse Effect. Section 3.21(b)(ii) of the Company Disclosure Letter contains a complete and accurate list of all of the existing Leases granting to any Person, other than the Company or any of its Subsidiaries, any right to use or occupy, now or in the future, any of the Leased Real Property. The Leases are each in full force and effect against the Company or subsidiary party thereto and, to the Company’s knowledge, against the other parties thereto, subject to the Bankruptcy and Equity Exception, and neither the Company nor any of its Subsidiaries has received written notice of any material breach of or default under, any material Lease.

Real Property. (a) Neither the Company nor any of its Subsidiaries owns any real property. (b) Section 3.21(b)(i4.9(a) of the Company Disclosure Letter contains Schedule sets forth a complete and accurate list of all of the existing material Leases for real property owned by the Company or any of its Subsidiaries as of the date of this Agreement hereof (such property, the “Leased Company Owned Real Property”) including, with respect to each Lease, the name of the lessor and the date of the Lease and each amendment thereto. The Company has heretofore made available to Parent true, correct and complete copies of all Leases for real property (including all modifications, amendments, supplements and material waivers and side letters thereto). The Company and/or and each of its Subsidiaries have has good and own valid leasehold estates title in the Leased fee simple to all Company Owned Real Property, free and clear of all Encumbrances Liens of any nature whatsoever, except Permitted Liens. Neither the Company or its Subsidiaries has granted or is obligated under any option, right of first offer, right of first refusal or other than Permitted Encumbrances except for such failures contractual right to own valid leaseholds that have not had and are not reasonably likely to result inpurchase, individually acquire, sell or in the aggregate, a dispose of any Company Material Adverse Effect. Owned Real Property or any portion thereof or interest therein. (b) Section 3.21(b)(ii4.9(b) of the Company Disclosure Letter contains Schedule sets forth a complete and accurate list of all of the existing Leases granting to any Person, other than real property leased by the Company or any of its Subsidiaries, any right to use or occupy, now or in the future, any Subsidiaries as of the Leased date hereof (the “Company Leases”), together with the Company Owned Real Property, the “Company Real Property”). The Leases are With respect to each of the Company Leases: (1) such Company Lease is binding on the Company or its Subsidiary party thereto, and, to the Knowledge of the Company, 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 against of general principles of equity (regardless of whether such enforceability is considered in a Proceeding in equity or at law) and (2) neither the Company or subsidiary party thereto andnor any of its Subsidiaries, as the case may be, nor, to the Knowledge of the Company’s knowledge, against the any other parties thereto, subject party to the Bankruptcy Company Lease is in material breach or default under such Company Lease, and Equity Exceptionno event has occurred or failed to occur or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach or default, or permit the termination, modification or acceleration of rent under such Company Lease. (c) To the Knowledge of the Company, the present use of the land, buildings, structures and improvements on the Company 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 Subsidiaries, as the case may be, has received any written notice or has any Knowledge of any material breach violation thereof. Neither the Company nor any of its Subsidiaries, as the case may be, has received any written notice or default under, has any Knowledge of any material Leaseconflict or dispute with any regulatory authority or other Person relating to any Company Real Property or the activities thereon that has not been corrected or resolved, other than where there is no current or reasonably likely material interference with the operations at the Company Real Property as presently conducted (or as would be conducted at full capacity). The Company Real Property has legal and physical access for the ingress and egress of motor vehicles to and from public roads or dedicated private ways adjoining the Company Real Property, and adequate water, sewer, phone, gas, electric and any other public utilities as may be necessary or desirable for the use and enjoyment of the Company Real Property as presently operated.

Real Property. As of the Closing Date: (a) Neither the Company nor any of its Subsidiaries owns any real property. (b) Except as otherwise set forth in Section 3.21(b)(i3.11(a) of the Company Disclosure Letter contains a complete Schedule, (i) the Existing Member has (i) good and accurate list of all of marketable fee simple title to the existing material Leases for real property as of the date of this Agreement (such property, the “Leased Real Property”) including, with respect to each Lease, the name of the lessor and the date of the Lease and each amendment thereto. The Company has heretofore made available to Parent true, correct and complete copies of all Leases for real property (including all modifications, amendments, supplements and material waivers and side letters thereto). The Company and/or its Subsidiaries have and own valid leasehold estates in the Leased LCCP Real Property, free and clear of all Encumbrances Liens, other than Permitted Encumbrances Liens, and (ii) the Existing Member or the Company, as applicable, has a valid leasehold interest in each of the Leased Real Property free and clear of all Liens, other than Permitted Liens. (b) With respect to the LCCP Real Property, (i) except for such failures to own valid leaseholds that have not had and are not reasonably likely to result in, individually or as set forth in the aggregate, a Company Material Adverse Effect. Section 3.21(b)(ii3.11(b) of the Company Disclosure Letter contains a complete and accurate list of all Schedule or for Permitted Liens, none of the existing Leases granting to any Person, other than the Company or Existing Member nor any of its Subsidiaries, Affiliates nor the Company has leased or otherwise granted to any Person the right to use or occupyoccupy the LCCP Real Property or any portion thereof, now and (ii) other than the right of the New Member pursuant to this Agreement, there are no outstanding options, rights of first offer or rights of first refusal to purchase the LCCP Real Property or any portion thereof or interest therein. The Company is not a party to any agreement or option to purchase any real property or interest therein. (c) Section 3.11(c) of the Disclosure Schedule sets forth a true and complete list of all Real Property Leases (including the date and name of the parties to such Real Property Lease). With respect to each Real Property: (i) the Company, Existing Member and its Affiliates, and, to the Existing Member’s Knowledge, each of the counterparties thereto, are in material compliance with, and not in default in any material respects under, each applicable Real Property Lease and Easement, servitude, right of way and surface right that constitutes an interest in Real Property; (ii) in no event shall there have occurred or a circumstance exist that, with or without the futuredelivery of notice, the passage of time or both, would constitute a material default under, or permit the termination, modification or acceleration of amounts due under, any agreement relating thereto; and (iii) each agreement relating thereto is legal, valid, binding, enforceable and in full force and effect, subject to a Remedies Exception. With respect to each Real Property Lease, none of the Existing Member nor any of its Affiliates nor the Company has (A) subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property or any portion thereof or (B) collaterally assigned or granted any other security interest in such Real Property Lease or any interest therein, except, in each case, Permitted Liens. None of the Company’s nor the Existing Member’s possession and quiet enjoyment of the Leased Real Property. The Leases are each in full force and effect against the Company or subsidiary party thereto Property under any Real Property Lease has been disturbed, and, to the CompanyExisting Member’s knowledgeKnowledge, against there are no disputes with respect to any Real Property Lease or Easement. (d) The Real Property comprises all of the other parties theretoreal property used or held for use in, subject to or otherwise related to, the Bankruptcy Business. To the Existing Member’s Knowledge, all buildings, structures, improvements, fixtures, buildings systems and Equity Exceptionequipment, and neither all components thereof included in the Company nor any of its Subsidiaries has received written notice Real Property are in good condition and repair, free of any material breach structural deficiencies or latent defects, and sufficient for the operation of or default under, any material Leasethe Business.

Real Property. (a) Neither None of the Company nor or any of its Subsidiaries owns owns, nor has owned since June 29, 2020, any real property or is obligated pursuant to any Contract to acquire any real property. (b) Section 3.21(b)(i3.12(b) of the Company Disclosure Letter contains a complete and accurate list of all of the existing material Leases for real property sets forth, as of the date of this Agreement Agreement, (such property, the “Leased Real Property”i) including, with respect to each Lease, the name of the lessor and the date of the Lease and each amendment thereto. The Company has heretofore made available to Parent a true, correct and complete copies list of all Leases leases, subleases, ground leases, licenses, sublicenses, and other occupancy agreements for all of the real property (including all amendments, extensions, renewals, guaranties and other similar material agreements with respect thereto, and the identity of the lessor, lessee, licensor, licensee, and current occupant (if different from lessee or licensee)) leased, subleased, licensed, or sublicensed to the Company or any of its Subsidiaries (all such leases, subleases, ground leases, licenses, sublicenses, and other occupancy agreements, including all modifications, amendments, side letters, letter agreements, assignments, guarantees or supplements thereto, the “Company Real Property Leases” and material waivers and side letters thereto). The (ii) the address of all real property leased, subleased, licensed or sublicensed thereunder, the “Company and/or its Subsidiaries have and own valid leasehold estates in the Leased Real Property”). (c) (i) Except as has not been, free and clear of all Encumbrances other than Permitted Encumbrances except for such failures to own valid leaseholds that have not had and are is not reasonably likely to result inbe, individually or in the aggregate, a Company Material Adverse Effect. Section 3.21(b)(ii) of material to the Company Disclosure Letter contains and its Subsidiaries taken as a complete and accurate list of all of the existing Leases granting to any Personwhole, other than the each Company or any of its Subsidiaries, any right to use or occupy, now or in the future, any of the Leased Real Property. The Leases are each Property Lease is in full force and effect against and is a legal, valid and binding agreement of the Company or subsidiary party thereto andits applicable Subsidiary, to the Company’s knowledge, enforceable against the other parties theretosuch entity in accordance with its terms, subject to the Bankruptcy and Equity ExceptionExceptions; (ii) the Company’s or such Subsidiary’s possession and quiet enjoyment of the Company Leased Real Property under such Company Real Property Leases has not been disturbed; and (iii) neither the Company nor any of its Subsidiaries has subleased, licensed, sublicensed or otherwise granted any Person the right to use or occupy such Company Leased Real Property or any portion thereof; and (iv) neither the Company nor any of its Subsidiaries has collaterally assigned or granted any other security interest in any Company Real Property Lease or any interest therein. (d) Neither the Company nor any of its Subsidiaries has received written notice of any material breach existing, pending or contemplated condemnation, inverse condemnation, expropriation or other proceeding in eminent domain, or any other material taking by public authority or any other third party (including any superior landlords to the Company Leased Real Property) with or without payment or consideration therefor affecting the Company Leased Real Property or any portion thereof or interest therein, and since June 29, 2020, to the Knowledge of the Company, there are no such material existing, pending or default undercontemplated condemnation, inverse condemnation, expropriation or other proceeding in eminent domain, and no other material proceedings has been threatened against the Company Leased Real Property. (e) All buildings, structures, improvements, fixtures and building systems included in or on the Company Leased Real Property are in good operating condition, ordinary wear and tear excepted, and are adequate in all material respects for their current uses. (f) Neither the Company nor any of its Subsidiaries has received any unresolved written notice of violations with respect to the condition, operation, management, occupancy and use of the Company Leased Real Property. (g) All public utilities (including sewer, water, electricity, and gas) required for the operation of the Company Leased Real Property, or any part thereof, are installed and operating (to the extent the applicable Venue is open for business) and sufficient for the operation of the Company Business in the Ordinary Course, and all material Leasehook-up fees or other similar fees or charges have been paid in full.

Real Property. (a) Schedule 5.18(a) sets forth a true and correct list of all real properties, including the street address and owner thereof (the “Owned Real Property”) owned by the Company or a Company Subsidiary. The Company and each Company Subsidiary, as applicable, has good, record, valid and marketable fee simple title to the Owned Real Property, free and clear of any Encumbrances, except for Permitted Encumbrances. Neither the Company nor any Company Subsidiary has granted any outstanding options, rights of its Subsidiaries owns first offer or rights of first refusal to purchase any such Owned Real Property or any portion thereof or interest therein in favor of any third party. Except as set forth on Schedule 5.18(a), neither the Company nor any Company Subsidiary has leased or otherwise granted to any Person the right to use or occupy any Owned Real Property or any portion thereof and no party other than the Company or a Company Subsidiary is in actual possession of the Owned Real Property. Neither the Company nor a Company Subsidiary has any written commitment, contract or option to acquire or lease any real property. (b) Section 3.21(b)(iSchedule 5.18(b) of the Company Disclosure Letter contains sets forth a complete true and accurate correct list of all of the existing material Leases for real property as of leased, subleased, licensed or otherwise occupied by the date of this Agreement Company or a Company Subsidiary (such property, the “Leased Real Property” and together with the Owned Real Property, the “Real Property”) includingby the Company or a Company Subsidiary (the Contracts pursuant to which such Leased Real Property is leased being the “Leases”), with respect to each Lease, the name of the lessor and including the date of the applicable Lease and each amendment theretoidentifying the parties thereto and any amendments and modifications thereof. The Company has heretofore made available to Parent trueTrue, correct and complete copies of the Leases together with all Leases for amendments and modifications thereto have been made available to the Buyer. Neither the Company nor any Company Subsidiary is a party to or bound by any real property (including all modifications, amendments, supplements and material waivers and side letters thereto). The Company and/or its Subsidiaries have and own valid leasehold estates in the Leased Real Property, free and clear of all Encumbrances other than Permitted Encumbrances except for such failures to own valid leaseholds that have not had and are not reasonably likely to result in, individually or in the aggregate, a Company Material Adverse Effect. Section 3.21(b)(ii) of the Company Disclosure Letter contains a complete and accurate list of all of the existing Leases granting to any Person, lease other than the Company or any of its Subsidiaries, any right to use or occupy, now or in the future, any of the Leased Real PropertyLeases. The Leases are each in full force and effect against the Company or subsidiary party thereto and, With respect to the Company’s knowledgeLeases, against the other parties thereto, subject to the Bankruptcy and Equity Exception, and neither the Company nor any of its the Company Subsidiaries has received written notice or, to the Knowledge of the Company, any material other party to any such Lease, is in breach of or default underunder such Lease, nor has any event occurred that with the passage of time or giving of notice or both would give rise to a default or breach thereunder. Each Lease to which the Company or a Company Subsidiary is a party (i) is a valid, legal and binding obligation of the Company or such Company Subsidiary, as applicable, and, to the Knowledge of the Company, the other parties thereto, and is free and clear of Encumbrances other than Permitted Encumbrances and (ii) is in full force and effect, enforceable against the Company or such Company Subsidiary, as applicable, and, to the Knowledge of the Company, the other parties thereto, in accordance with the terms thereof, except to the extent that the enforceability thereof may be limited by the Equitable Exceptions. (c) The Real Property constitutes all of the real property used or necessary to the Business and the Real Property, together with the services contemplated by the Transition Services Agreement, is sufficient for the continued conduct of the Business of the Company and each Company Subsidiary as currently conducted. There are no pending or, to the Knowledge of the Company, threatened eminent domain, expropriation or condemnation proceedings relating to any of the Real Property. Neither the Company nor a Company Subsidiary has received any notice that any of the improvements on the Real Property or the businesses conducted thereon are in violation in any material Leaserespect of any building or zoning law, code or ordinance.