Common use of Real Property Clause in Contracts

Real Property. Neither the Company nor any of its Subsidiaries owns any real property. Schedule 3(y) contains a complete and correct list of all the real property, facilities and fixtures that (i) are leased or, in the case of fixtures, otherwise owned or possessed by the Company or any of its Subsidiaries, (ii) in connection with which the Company or any of its Subsidiaries has entered into an option agreement, participation agreement or acquisition agreement or (iii) the Company or any of its Subsidiaries has agreed to lease or otherwise acquire or may be obligated to lease or otherwise acquire in connection with the conduct of its business (collectively, including any of the foregoing acquired after the date of this Agreement, the “Real Property”), which list identifies all of the Real Property and specifies which of the Company and its Subsidiaries leases, owns or possesses each item of the Real Property. Schedule 3(y) also contains a complete and correct list of all leases and other agreements with respect to which the Company or any of its Subsidiaries is a party or otherwise bound or affected with respect to the Real Property, except master leases affiliated with any sub leases, easements, rights of way, access agreements, surface damage agreements, surface use agreements or similar agreements that pertain to Real Property that is contained wholly within the boundaries of any leased Real Property otherwise described on Schedule 3(y) (the “Real Property Leases”). Except as set forth in Schedule 3(y), all of the Real Property Leases are valid and in full force and effect and are enforceable against all parties thereto. Except as set forth in Schedule 3(y), neither the Company nor any of its Subsidiaries nor, to the Company’s Knowledge, any other party thereto is in default in any material respect under any of such Real Property Leases and no event has occurred which with the giving of notice or the passage of time or both would constitute a default under, or otherwise give any party the right to terminate, any of such Real Property Leases, or could adversely affect the Company’s or any of its Subsidiaries’ interest in and title to the Real Property subject to any of such Real Property Leases. No Real Property Lease is subject to termination, modification or acceleration as a result of the transactions contemplated hereby.

Real Property. Neither (a) Section 3.19(a)(1) of the Company nor any of its Subsidiaries owns any real property. Schedule 3(y) contains Disclosure Letter sets forth a true and complete and correct list of all the real property, facilities and fixtures that (i) are leased or, in the case of fixtures, otherwise property owned or possessed by the Company or any of its Subsidiaries, Subsidiaries (ii) in connection with which the Company or any of its Subsidiaries has entered into an option agreement, participation agreement or acquisition agreement or (iii) the Company or any of its Subsidiaries has agreed to lease or otherwise acquire or may be obligated to lease or otherwise acquire in connection with the conduct of its business (collectively, including any of the foregoing acquired after the date of this Agreement, the “Owned Real Property”), which list identifies all of . With respect to the Owned Real Property and specifies which of the Company and its Subsidiaries leases(i) located other than in Israel, owns or possesses each item of the Real Property. Schedule 3(y) also contains a complete and correct list of all leases and other agreements with respect to which the Company or any the applicable Subsidiary holds good and marketable fee simple title (or its equivalent) to such Owned Real Property free and clear of its Subsidiaries is all Liens other than Permitted Liens, except as would not, individually or in the aggregate, have a party or otherwise bound or affected Material Adverse Effect on the Company, and (ii) with respect to the Real Property, except master leases affiliated with any sub leases, easements, rights of way, access agreements, surface damage agreements, surface use agreements or similar agreements that pertain to Owned Real Property that located in Israel, the Company is contained wholly within registered as the boundaries exclusive owner of any leased such Owned Real Property otherwise described on Schedule 3(y) (in the “Real Property Leases”)Israel Land Registry or other applicable registry. Except as set forth in Schedule 3(y), all Section 3.19(a)(2) of the Real Property Leases are valid and in full force and effect and are enforceable against all parties thereto. Except as set forth in Schedule 3(y)Company Disclosure Letter, neither the Company nor any of its Subsidiaries noris a party to any Contract or option to purchase or sell any real property or interest therein and there are no outstanding options, rights of first offer or rights of first refusal to purchase or lease the Owned Real Property, or any portion thereof or interest therein. Neither the Company nor any of its Subsidiaries has received any written notice of, and, to the knowledge of the Company’s Knowledge, there is no pending, threatened or contemplated condemnation proceeding affecting any of the Owned Real Property or of any sale or other party thereto disposition of the Owned Real Property in lieu of condemnation. Except as, individually or in the aggregate, would not reasonably be expected to be, material to the Company and its Subsidiaries, taken as a whole, (i) no portion of the Owned Real Property is in default in violation of any material respect under Applicable Law, and there are no presently outstanding and uncured written notices of violation of any of such Applicable Law, and (ii) the buildings and other improvements on the Owned Real Property Leases are structurally sound, the systems therein (including the mechanical, electrical, heating, ventilation, air conditioning, sprinkler, fire safety and no event has occurred which plumbing systems) are in proper working order (ordinary wear and tear excepted) and the buildings and other improvements thereon are in compliance with the giving of notice or the passage of time or both would constitute a default under, or otherwise give any party the right to terminate, any of such Real Property Leases, or could adversely affect the Company’s or any of its Subsidiaries’ interest in and title to the Real Property subject to any of such Real Property Leases. No Real Property Lease is subject to termination, modification or acceleration as a result of the transactions contemplated herebyall applicable Laws.

Real Property. Neither (a) Except as would not have, individually or in the Company nor any of its Subsidiaries owns any real property. Schedule 3(y) contains aggregate, a complete and correct list of all the real propertyParent Material Adverse Effect, facilities and fixtures that (i) are leased oreither Parent or a Parent Subsidiary has good, in the case of fixtures, otherwise valid and marketable fee simple title to each and all real property owned or possessed by the Company Parent or any of its Subsidiaries, Parent Subsidiary (ii) in connection with which the Company or any of its Subsidiaries has entered into an option agreement, participation agreement or acquisition agreement or (iii) the Company or any of its Subsidiaries has agreed to lease or otherwise acquire or may be obligated to lease or otherwise acquire in connection with the conduct of its business (such owned real property collectively, including any of the foregoing acquired after the date of this Agreement, the “Parent Owned Real Property”), which list identifies and (ii) either Parent or a Parent Subsidiary has a good, valid and enforceable leasehold interest in each and all of the Real Property and specifies which of the Company and its Subsidiaries leases, owns or possesses each item of the Real Property. Schedule 3(y) also contains a complete and correct list of all leases subleases and other agreements with respect to under which the Company Parent or any of its the Parent Subsidiaries is a party uses or otherwise bound occupies or affected has the right to use or occupy any real property (any property subject to such leases, subleases or other agreements, the “Parent Leased Real Property” and, together with respect to the Parent Owned Real Property, except master leases affiliated with any sub the “Parent Real Property” and such leases, easements, rights of way, access subleases and other agreements, surface damage agreements, surface use agreements or similar agreements that pertain to Real Property that is contained wholly within the boundaries of any leased Real Property otherwise described on Schedule 3(y) (the “Parent Real Property Leases”), in each case, free and clear of all Liens other than any Parent Permitted Liens. Except as set forth would not have, individually or in Schedule 3(y)the aggregate, all of the a Parent Material Adverse Effect, (A) each Parent Real Property Leases are valid Lease is valid, binding and in full force and effect and are enforceable against all parties thereto. Except as set forth in Schedule 3(y)accordance with its terms and conditions, neither subject to the Company nor any Equitable Exceptions, (B) Parent and each of its Subsidiaries nor(as applicable) are in compliance with all terms and conditions of each Parent Real Property Lease, to (C) no uncured default, breach or violation of a material nature on the Company’s Knowledgepart of Parent or, any other party thereto is in default in any material respect if applicable, its Subsidiary exists under any of such Parent Real Property Leases Lease and no event has occurred which or circumstance exists that, with the giving of notice or notice, the passage of time time, or both both, would constitute a material breach, default under, or otherwise give any party the right to terminate, any of such violation under a Parent Real Property LeasesLease, (D) Parent has not collaterally assigned or could adversely affect the Company’s granted any other security interest in any Parent Real Property Leases or any of its Subsidiaries’ portion thereof or interest in therein, and title (E) to the knowledge of Parent, there are no disputes with respect to any such Parent Real Property subject to any of such Real Property Leases. No Real Property Lease is subject to termination, modification or acceleration as a result of the transactions contemplated herebyLease.

Real Property. Neither (a) Section 3.16(a)(1) of the Company nor any of its Subsidiaries owns any real property. Schedule 3(y) contains Seller Disclosure Letter is a complete and correct accurate list of all the real property, facilities and fixtures that (i) are leased or, in the case of fixtures, otherwise property owned or possessed by the Company or any of its Subsidiaries, (ii) in connection with which the either Company or any of its Subsidiaries has entered into an option agreement, participation agreement or acquisition agreement or (iii) as of the date hereof and which is to be acquired and owned by either Company or any of its Subsidiaries has agreed on or prior to lease the Closing Date (the “Owned Real Property”). Section 3.16(a)(2) of the Seller Disclosure Letter is a complete and accurate list of all leases, subleases, licenses, permits and other agreements, documents or otherwise acquire or may be obligated to lease or otherwise acquire in connection with the conduct of its business instruments (including, without limitation, easement agreements) and all amendments, modifications and/or supplements thereto (collectively, including the “Real Property Leases”) under which either Company or any of its Subsidiaries lease, sublease, license, use or occupy any real property, excluding the foregoing acquired after U.S. Forest Service Properties (the date of this Agreementland, buildings and other improvements covered by the Real Property Leases being herein called the “Leased Real Property” and together with the Owned Real Property and the U.S. Forest Service Properties, the “Real Property”). The Companies have delivered to the Buyer, which list identifies all prior to the date hereof, copies of the Real Property and specifies Leases, all of which of the Company and its Subsidiaries leasesare true, owns or possesses each item of the Real Property. Schedule 3(y) also contains a complete and correct list of in all leases and other agreements with respect to which the Company or any of its Subsidiaries is a party or otherwise bound or affected with respect to the Real Property, except master leases affiliated with any sub leases, easements, rights of way, access agreements, surface damage agreements, surface use agreements or similar agreements that pertain to Real Property that is contained wholly within the boundaries of any leased Real Property otherwise described on Schedule 3(y) (the “Real Property Leases”)material respects. Except as set forth in Schedule 3(y), all Section 3.16(a)(3) of the Seller Disclosure Letter, each Real Property Leases are valid and Lease is in full force and effect and are enforceable against all as to the applicable Company or its applicable Subsidiary and, to the Knowledge of the Companies, as to the other parties thereto. Except as set forth in Schedule 3(y)Section 3.16(a)(4) of the Seller Disclosure Letter, neither the applicable Company nor any of its Subsidiaries applicable Subsidiary nor, to the Company’s KnowledgeKnowledge of the Companies, any other party thereto to such Real Property Lease is in breach in any material respect thereof or default in any material respect under thereunder. The Real Property is all of the material real property that is necessary for the operation of the business of the Companies and their respective Subsidiaries as presently conducted. Except as set forth in Section 3.16(a)(4) of the Seller Disclosure Letter, neither the Companies nor any of such Real Property Leases and no event has occurred which with the giving of their respective Subsidiaries have received notice or the passage of time or both would constitute a default under, or otherwise give that any party the right to terminate, any of such Real Property Leases, or could adversely affect the Company’s or any of its Subsidiaries’ interest in and title to the Real Property subject to any of such Real Property Leases. No Real Property Lease is subject intends, or has threatened, to termination, modification terminate or acceleration as a result revoke all or any rights granted in favor of the transactions contemplated herebyeither Company or its applicable Subsidiary thereunder.

Real Property. Neither (a) Section 4.08(a) of the Company nor any of its Subsidiaries owns any real property. Schedule 3(y) Seller Disclosure Letter contains a true, correct and complete list, as of the date hereof, (including the date and correct list name of the parties and the street address) of all the real property, facilities and fixtures that (i) are leased or, in the case of fixtures, otherwise owned or possessed by the Company or any of its Subsidiaries, (ii) in connection with which the Company or any of its Subsidiaries has entered into an option agreement, participation agreement or acquisition agreement or (iii) the Company or any of its Subsidiaries has agreed to lease or otherwise acquire or may be obligated to lease or otherwise acquire in connection with the conduct of its business (collectively, including any of the foregoing acquired after the date of this Agreement, the “Real Property”), which list identifies all of the Real Property and specifies which of the Company and its Subsidiaries leases, owns or possesses each item of the Real Property. Schedule 3(y) also contains a complete and correct list of all subleases, licenses, concessions, ground leases and other agreements with respect to which (written or oral) used or held for use primarily in the Company operation or any conduct of its Subsidiaries is a party or otherwise bound or affected with respect to the Real Property, except master leases affiliated with any sub leases, easements, rights of way, access agreements, surface damage agreements, surface use agreements or similar agreements that pertain to Real Property that is contained wholly within the boundaries of any leased Real Property otherwise described on Schedule 3(y) Business (the “Real Property Leases”; and the real property leased, subleased or licensed thereunder, the “Leased Real Property”). Except as set forth Seller has delivered to Purchaser a true and complete copy of each Real Property Lease and any material ancillary agreement to each such Real Property Lease. Subject to the circumstances described in Schedule 3(y)the proviso to the following sentence, all each of the Real Property Leases are valid is legal, valid, binding and in full force and effect in all material respects and are is enforceable in accordance with its terms against all parties Seller or its Subsidiaries and, to the Knowledge of Seller, each other party thereto. Except as set forth Neither Seller’s nor any of its Subsidiaries’ possession and quiet enjoyment of the Leased Real Property under any Real Property Lease has been disturbed in Schedule 3(y)any material respect, neither the Company nor and to Seller’s Knowledge, there are no material disputes with respect to any Real Property Lease. Neither Seller or any of its Subsidiaries nor, to the CompanyKnowledge of Seller, any other party to any Real Property Lease is in material breach or material default under any Real Property Lease, and no event or condition has occurred that constitutes or would constitute (with or without notice or lapse of time or both), a material breach or material default on the part of Seller or any of its Subsidiaries, or to Seller’s Knowledge, any other party thereto is in default in any material respect under any of to such Real Property Leases and no event Lease, nor has occurred which with the giving of notice or the passage of time or both would constitute a default under, or otherwise give any party the right to terminate, any of such Real Property Leases, or could adversely affect the Company’s Seller or any of its Subsidiaries’ interest in and title to the Real Property subject Subsidiaries received any notice of any such material breach or material default, event or condition; provided, that, for purposes of this sentence, it shall not be a material default with respect to any of such Real Property Leases. No Lease if such Real Property Lease is subject not in effect on the Closing Date because (x) its term has ended pursuant to terminationthe terms thereof or (y) the other party under such Real Property Lease has terminated such Real Property Lease for any reason other than a default by Seller or any of its Subsidiaries thereunder. Neither Seller nor any of its Subsidiaries has subleased, modification licensed or acceleration as a result otherwise granted any Person the right to use or occupy any Leased Real Property or any portion thereof. Neither Seller nor any of the transactions contemplated herebyits Subsidiaries has collaterally assigned or granted any other security interest in such Real Property Lease or any interest therein.

Real Property. Neither (a) Section 3.19(a) of the Company nor any Disclosure Letter sets forth a true and complete list of all Owned Real Property and all Leased Real Property. The Company or one of its Subsidiaries owns any real property. Schedule 3(y) contains a complete and correct list of all the real property, facilities and fixtures that has (i) are leased or, good and valid title in the case of fixtures, otherwise owned or possessed by the Company or any of its Subsidiaries, fee simple to all Owned Real Property and (ii) good and valid leasehold title to all Leased Real Property, in connection with which each case, free and clear of all Encumbrances except Permitted Encumbrances. No parcel of Owned Real Property or Leased Real Property is subject to any governmental decree or order to be sold and the Company or any of its Subsidiaries has entered into an option agreementnot received notice that any parcel of Owned Real Property or Leased Real Property is being condemned, participation agreement or acquisition agreement or (iii) the Company or any of its Subsidiaries has agreed to lease expropriated, re-zoned or otherwise acquire taken by any public authority with or may be obligated to lease or otherwise acquire in connection with the conduct without payment of its business (collectivelycompensation therefore, including any of the foregoing acquired after the date of this Agreement, the “Real Property”), which list identifies all of the Real Property and specifies which of the Company and its Subsidiaries leases, owns or possesses each item of the Real Property. Schedule 3(y) also contains a complete and correct list of all leases and other agreements with respect to which the Company or any of its Subsidiaries is a party or otherwise bound or affected with respect to the Real Property, except master leases affiliated with any sub leases, easements, rights of way, access agreements, surface damage agreements, surface use agreements or similar agreements that pertain to Real Property that is contained wholly within the boundaries of any leased Real Property otherwise described on Schedule 3(y) (the “Real Property Leases”). Except as set forth in Schedule 3(y), all of the Real Property Leases are valid and in full force and effect and are enforceable against all parties thereto. Except as set forth in Schedule 3(y), neither the Company nor any of its Subsidiaries nor, to the Company’s Knowledgeknowledge, has any such condemnation, expropriation or taking been proposed. No Person other than the Company and its Subsidiaries has any right to use or occupy the Owned Real Property or Leased Real Property (or any portion thereof) and there is no Person other than the Company and its Subsidiaries in occupancy or possession of the Owned Real Property or Leased Real Property (or any portion thereof). The Company has delivered or made available to Parent true and complete copies of all leases of Leased Real Property and all amendments and modifications thereto, and all such leases as amended or modified are in full force and effect, and there exists no default under any such lease by the Company, any of its Subsidiaries or, to the Company’s knowledge, any other party thereto, nor any event which, with notice or lapse of time or both, would constitute a default thereunder by the Company, any of its Subsidiaries or, to the Company’s knowledge, any other party thereto is except for such defaults as are not and would not reasonably be expected to be, individually or in default in any the aggregate, material respect under any of such Real Property Leases to the Company and no event has occurred which with the giving of notice or the passage of time or both would constitute a default under, or otherwise give any party the right to terminate, any of such Real Property Leases, or could adversely affect the Company’s or any of its Subsidiaries’ interest in and title to the Real Property subject to any of such Real Property Leases. No Real Property Lease is subject to termination, modification or acceleration taken as a result of the transactions contemplated herebywhole.

Real Property. Neither (a) Section 3.16(a) of the Disclosure Letter sets forth a true, correct and complete list of all material real property owned by the Company nor any as of the date of this Agreement (the “Owned Real Property”). With respect to each Owned Real Property, (i) either the Company or one of its Subsidiaries owns any real property. Schedule 3(y) contains a complete has good and correct list marketable title in fee simple to such Owned Real Property, free and clear of all the real property, facilities and fixtures that (i) are leased or, in the case of fixtures, otherwise owned or possessed by the Company or any of its SubsidiariesLiens other than Permitted Liens, (ii) there are no outstanding options or rights of first refusal in connection with which the Company favor of any other party to purchase such Owned Real Property or any of its Subsidiaries has entered into an option agreement, participation agreement or acquisition agreement or portion thereof and (iii) the Company or any of its Subsidiaries has agreed to lease or otherwise acquire or may be obligated to lease or otherwise acquire in connection with the conduct of its business (collectively, including any of the foregoing acquired after the date of this Agreement, the “Real Property”), which list identifies all of the Real Property and specifies which of the Company and its Subsidiaries there are no material leases, owns subleases, licenses, options, rights, concessions or possesses each item other agreements affecting any portion of the such Owned Real Property. Schedule 3(yExcept as has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (a) also contains a complete and correct list of all leases and other agreements with respect each material lease pursuant to which the Company or any of its Subsidiaries is lease all or a party or otherwise bound or affected with respect to the Real Property, except master leases affiliated with portion of any sub leases, easements, rights of way, access agreements, surface damage agreements, surface use agreements or similar agreements that pertain to owned Real Property that to a third party is contained wholly within the boundaries of any leased Real Property otherwise described on Schedule 3(y) (the “Real Property Leases”). Except as set forth in Schedule 3(y)valid, all of the Real Property Leases are valid binding and in full force and effect and all rent and other sums and charges payable to the Company and its Subsidiaries as landlords thereunder are enforceable against all parties theretocurrent, (b) there are no purchase options, rights of first refusal or similar rights outstanding with respect to any of the Owned Real Properties, and (c) no termination event or condition or uncured default of a material nature on the part of the Company or, if applicable, its Subsidiary or, to the knowledge of the Company, the tenant thereunder exists under any such lease. Except as set forth in Schedule 3(y), neither Neither the Company nor any of its Subsidiaries norhas received written notice of any pending and, to the Company’s Knowledge, any other party thereto is in default in any material respect under any knowledge of such Real Property Leases and no event has occurred which with the giving of notice or the passage of time or both would constitute a default under, or otherwise give any party the right to terminate, any of such Real Property Leases, or could adversely affect the Company’s or any of its Subsidiaries’ interest in and title to the Real Property subject , there is no threatened, condemnation with respect to any of such the Owned Real Property Leases. No Real Property Lease is subject to termination, modification or acceleration as a result of the transactions contemplated herebyProperties.

Real Property. Neither the Company nor any of its Subsidiaries owns any real property. Schedule 3(y) contains a complete and correct list Section 3.14 of the Company Disclosure Schedules sets forth the address of all the material real property, facilities and fixtures that (i) are leased or, property in the case of fixtures, otherwise owned or possessed by the Company or any of its Subsidiaries, (ii) in connection with which the Company or any of its Subsidiaries has entered into an option agreementholds a leasehold or subleasehold interest or other rights to use or occupy such real property (such real property, participation agreement together with buildings, structures, improvements or acquisition agreement or (iii) the Company or any of its Subsidiaries has agreed to lease or otherwise acquire or may be obligated to lease or otherwise acquire in connection with the conduct of its business (collectively, including any of the foregoing acquired after the date of this Agreementfixtures thereon, the “Leased Real Property”), which list identifies all as well as the original date of, and names of the Real Property and specifies which parties that are currently party to, each of the Company and its Subsidiaries leases, owns or possesses each item of the Leases pertaining to such Leased Real Property. Schedule 3(y) also contains a A true and complete and correct list copy of all leases and other agreements with respect to which each of the Company or any of its Subsidiaries is a party or otherwise bound or affected with respect to the Real Property, except master leases affiliated with any sub leases, easements, rights of way, access agreements, surface damage agreements, surface use agreements or similar agreements that pertain to Real Property that is contained wholly within the boundaries of any leased Real Property otherwise described on Schedule 3(ytop ten (10) (the “Real Property based on current annual rent amounts) Leases”). Except , as set forth in Schedule 3(y), all of the Real Property Leases are valid and in full force and effect as of the date hereof, has been made available to Parent. The Company or one of its Subsidiaries holds a valid, binding and are enforceable against all parties theretoleasehold interest under each of the Leases, and such leasehold interest is free and clear of Liens (other than Permitted Liens). Except With respect to each Lease and except as set forth in Schedule 3(y)would not have a Company Material Adverse Effect: (i) to the Knowledge of the Company, neither the Company nor any of its Subsidiaries noris in material breach of, to the Company’s Knowledgeor default under, any other party thereto Lease to which it is in default in any material respect under any of such Real Property Leases a party, and no event has occurred which or circumstance exists which, with the giving delivery of notice or notice, the passage of time or both both, would constitute such a default material breach or default, or permit the termination of, or the modification or acceleration of rent under, such Lease; (ii) either the Company or otherwise give any party the right applicable Subsidiary has possession and quiet enjoyment of the Leased Real Property, and to terminate, any the Knowledge of such Real Property Leases, or could adversely affect the Company’s or , no Lease has been disturbed and there are no disputes with respect to any Leases; (iii) neither the Company nor any of its Subsidiaries’ Subsidiaries has collaterally assigned or granted any other security interest in any Lease or any interest therein that remains effective as of the date hereof; and title (iv) to the Real Property subject to Knowledge of the Company, there is no pending or threatened condemnation or similar action affecting any of such the Leased Real Property Leases. No Real Property Lease is subject to termination, modification or acceleration as a result of the transactions contemplated herebyProperty.

Real Property. Neither the Company nor any of its Subsidiaries owns any real property. Schedule 3(y) contains a complete and correct list of all the real property, facilities and fixtures that (i) are leased orThe Company, the Operating Partnership or the Subsidiaries have fee simple title (or in the case of fixturesground leases, otherwise a valid leasehold interest) to all of the real properties described in the Time of Sale Information as owned or possessed leased by them and the improvements (exclusive of improvements owned by tenants or by landlords, if applicable) located thereon (collectively, the “Properties”), in each case, free and clear of all liens, encumbrances, claims, security interests, restrictions and defects, except such as are disclosed in the Time of Sale Information or as an exception to the title insurance reports furnished by the Company to counsel for the Underwriters or do not materially adversely affect the value of such Property and do not materially interfere with the use made and proposed to be made of such Property by the Company, the Operating Partnership or any of its the Subsidiaries, ; (ii) except as otherwise set forth in connection with which or described in the Company Time of Sale Information, the mortgages and deeds of trust encumbering the Properties are not convertible into debt or equity securities of the Company, the Operating Partnership or any of its the Subsidiaries has entered into an option agreementand such mortgages and deeds of trust are not cross-defaulted with any loan not made to, participation agreement or acquisition agreement cross-collateralized to any property not owned directly or indirectly by, the Company, the Operating Partnership or any of the Subsidiaries; (iii) except as otherwise set forth in or described in the Company Time of Sale Information, none of the Company, the Operating Partnership or any of its the Subsidiaries has agreed received from any governmental authority any written notice of any condemnation of or zoning change affecting the Properties or any part thereof which if consummated would reasonably be expected to lease have a Material Adverse Effect, and none of the Company, the Operating Partnership or otherwise acquire or may be obligated to lease or otherwise acquire in connection with the conduct of its business (collectively, including any of the foregoing acquired after Subsidiaries knows of any such condemnation or zoning change which is threatened and, in each case, which if consummated would reasonably be expected to have a Material Adverse Effect, whether or not arising from transactions in the date ordinary course of this Agreementbusiness; (iv) each of the Properties complies with all applicable codes, laws and regulations (including without limitation, building and zoning codes, laws and regulations and laws relating to access to the Properties), except if and to the extent disclosed in the Time of Sale Information and except for such failures to comply that would not individually or in the aggregate reasonably be expected to materially affect the value of the Properties or interfere in any material respect with the use made and proposed to be made of the Properties by the Company, the “Real Property”), which list identifies all of the Real Property and specifies which of the Company and its Subsidiaries leases, owns or possesses each item of the Real Property. Schedule 3(y) also contains a complete and correct list of all leases and other agreements with respect to which the Company Operating Partnership or any of its Subsidiaries the Subsidiaries; (v) the Company, the Operating Partnership or a Subsidiary has obtained title insurance on the fee interests in each of the Properties, in an amount that is a party or otherwise bound or affected with respect commercially reasonable for each Property, but at least equal to the Real original purchase price of each such Property, except master leases affiliated with any sub leases, easements, rights and all such policies of way, access agreements, surface damage agreements, surface use agreements or similar agreements that pertain to Real Property that is contained wholly within the boundaries of any leased Real Property otherwise described on Schedule 3(y) (the “Real Property Leases”). Except as set forth in Schedule 3(y), all of the Real Property Leases insurance are valid and in full force and effect effect; (vi) except as otherwise described in the Time of Sale Information, none of the Company, the Operating Partnership, any of the Subsidiaries or, to the best knowledge of the Transaction Entities, any tenant of any of the Properties is in default under (x) any space lease (as lessor or lessee, as the case may be) relating to any of the Properties, (y) any of the mortgages or other security documents or other agreements encumbering or otherwise recorded against the Properties, or (z) any ground lease, sublease or operating sublease relating to any of the Properties, and are enforceable against all parties thereto. Except as set forth in Schedule 3(y), neither the Company nor the Operating Partnership knows of any of its Subsidiaries norevent which, to the Company’s Knowledge, any other party thereto is in default in any material respect under any of such Real Property Leases and no event has occurred which with the giving of notice or but for the passage of time or both the giving of notice, or both, would constitute a default under, or otherwise give any party the right to terminate, under any of such Real Property Leasesdocuments or agreements, except with respect to (x), (y) and (z) immediately above any such default that would not have a Material Adverse Effect; and (vii) except as otherwise described in the Time of Sale Information or could adversely affect would not, singly or in the Company’s or aggregate, have a Material Adverse Effect, no tenant under any of its Subsidiaries’ the leases at the Properties has a right of first refusal to purchase the premises demised under such lease. The Company, the Operating Partnership and the Subsidiaries do not own or control, directly or indirectly any other fee interest in and title to material real property, other than the Real Property subject to any real property described in the Time of such Real Property Leases. No Real Property Lease is subject to termination, modification or acceleration as a result of the transactions contemplated herebySale Information.

Real Property. Neither From and after the date hereof through the Closing Date, (a) H&H Group shall, and shall cause Seller, the Company nor any of its and the Sold Subsidiaries owns any real property. Schedule 3(y) contains a complete and correct list of all to, use commercially reasonable efforts to maintain the real property, facilities and fixtures that (i) are leased or, Real Property in substantially the case of fixtures, otherwise owned same or possessed by the Company or any of its Subsidiaries, (ii) in connection with which the Company or any of its Subsidiaries has entered into an option agreement, participation agreement or acquisition agreement or (iii) the Company or any of its Subsidiaries has agreed to lease or otherwise acquire or may be obligated to lease or otherwise acquire in connection with the conduct of its business (collectively, including any of the foregoing acquired after better condition as existed on the date of this Agreement, ordinary wear and tear excepted, and shall not demolish, alter or remove any of the “Real Property”), which list identifies all of existing improvements or erect new improvements on the Real Property or any portion thereof, without the prior written consent of Buyer and specifies which of (b) H&H Group shall, and shall cause Newco, the Company and its the Sold Subsidiaries leasesto, owns or possesses reasonably cooperate with Buyer in seeking to obtain a title commitment from Chicago Title Insurance Company for an ALTA 2006 Form of owner's title policy showing title to each item of the Owned Real Property. Schedule 3(y) also contains , an ALTA/ACSM Land Title Survey of each Owned Real Property prepared by a complete surveyor duly licensed in the state where such Owned Real Property is located and correct list of all leases and other agreements a current zoning report from a nationally-recognized zoning information services provider with respect to which the Company or any of its Subsidiaries is a party or otherwise bound or affected each Owned Real Property; provided, however, that, with respect to the Real Propertyforegoing subsection (b) of this Section 6.09, except master leases affiliated H&H Group's, Seller's, Newco's, the Company's and the Sold Subsidiaries' obligations thereunder shall be at the sole cost and expense of Buyer (other than with respect to any sub leases, easements, rights of way, access agreements, surface damage agreements, surface use agreements or similar agreements that pertain action taken at Seller's election to Real Property that is contained wholly within satisfy the boundaries of any leased Real Property otherwise described on Schedule 3(y) (the “Real Property Leases”). Except as condition set forth in Schedule 3(ySection 2.01(h)(i)); provided, all of further, that other than to the Real Property Leases are valid and extent elected by Seller in full force and effect and are enforceable against all parties thereto. Except as order to satisfy the condition set forth in Schedule 3(ySection 2.01(h)(i), neither none of none of H&H Group, Seller, the Company nor the Sold Subsidiaries shall be required in connection with the issuance of any such title insurance commitment or policy to indemnify any title insurance company or its agents, or any escrow, closing or settlement company or agent or closing attorney in any so-called owner's affidavit or ALTA statement or in connection with any representations or statements set forth therein. Without limiting the obligations of its H&H Group, Seller, Newco, the Company and the Sold Subsidiaries norunder Section 6.09(b), and subject to the Company’s Knowledgeprovisions of Section 2.01(h)(i), any other party thereto is in default in any material respect under any of such Real Property Leases Buyer hereby acknowledges and no event has occurred which with the giving of notice or the passage of time or both would constitute a default under, or otherwise give any party the right agrees that Buyer's obligation to terminate, any of such Real Property Leases, or could adversely affect the Company’s or any of its Subsidiaries’ interest in and title to the Real Property subject to any of such Real Property Leases. No Real Property Lease is subject to termination, modification or acceleration as a result of consummate the transactions contemplated herebyby this Agreement shall in no way be conditioned on, or subject to, the preparation or delivery of any such title commitment, survey or zoning report.

Real Property. Neither Schedule 4(u) sets forth the address of each leased real property of the Company nor any of its Subsidiaries owns any real property. Schedule 3(y) contains a complete and correct list of all the real property, facilities and fixtures that (i) are leased or, in the case of fixtures, otherwise owned or possessed by the Company or any of its Subsidiaries, (ii) in connection with which the Company or any of its Subsidiaries has entered into an option agreement, participation agreement or acquisition agreement or (iii) the Company or any of its Subsidiaries has agreed to lease or otherwise acquire or may be obligated to lease or otherwise acquire in connection with the conduct of its business (collectively, including any of the foregoing acquired after the date of this Agreement, the “Leased Real Property”), which list identifies all of the Real Property and specifies which of the Company a true and its Subsidiaries leases, owns or possesses each item of the Real Property. Schedule 3(y) also contains a complete and correct list of all leases (including all amendments, extensions, renewals, Guarantees and other agreements Contracts with respect to which the Company or any of its Subsidiaries is a party or otherwise bound or affected with respect to the Real Property, except master leases affiliated with any sub leases, easements, rights of way, access agreements, surface damage agreements, surface use agreements or similar agreements that pertain to thereto) for each such Leased Real Property that is contained wholly within (including the boundaries date and name of any leased Real Property otherwise described on Schedule 3(ythe parties to such lease or license document) (the “Real Property Leases”). Except as Seller has delivered to Buyer a true and complete copy of each Lease, and in the case of any oral Lease, a written summary of the material terms of such Lease. With respect to each of the Leases: (i) such Lease is legal, valid, binding, enforceable and in full force and effect; (ii) the transactions set forth in Schedule 3(y)this Agreement do not require the consent of any other Person to such Lease, all or such consent has been obtained, shall not result in a breach of the Real Property Leases are valid or default under such Lease, or otherwise cause such Lease to cease to be legal, valid, binding, enforceable and in full force and effect and are enforceable against all parties thereto. Except as set forth in Schedule 3(y), neither on identical terms following the Company nor any of its Subsidiaries nor, to Closing; (iii) the Company’s Knowledgepossession 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; (iv) the Company, and any other party thereto to the Lease, is not in breach or default in any material respect under any of such Real Property Leases Lease, and no event has occurred which or circumstance exists which, with the giving delivery of notice or notice, the passage of time or both both, would constitute such a default underbreach or default, or otherwise give any party permit the right to terminate, any of such Real Property Leases, or could adversely affect the Company’s or any of its Subsidiaries’ interest in and title to the Real Property subject to any of such Real Property Leases. No Real Property Lease is subject to termination, modification or acceleration as 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 result of breach or default under such Lease which has not been redeposited in full; (vi) the transactions contemplated herebyCompany does not owe, or shall not 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; (viii) the Company has not subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property or any portion thereof; (ix) the Company has not collaterally assigned or granted any other security interest in such Lease or any interest therein; (x) there are no Liens on the estate or interest created by such Lease; and (xi) all buildings, structures, improvements, fixtures, building systems and equipment, and all components thereof, included in the applicable Leased Real Property are in good condition and repair (fair wear and tear excepted). The Company does not own any real property, nor has it ever owned any real property.

Real Property. Neither The Disclosure Schedule identifies the address of each leased real property of the Company nor any of its Subsidiaries owns any real property(the “Leased Real Property”). Schedule 3(y) contains Seller has provided to Buyer a true and complete and correct list copy of all leases and subleases (including all amendments, extensions, renewals, Guarantees and other Contracts with respect thereto) for each such Leased Real Property (the real property“Leases”), facilities and fixtures that (i) are leased or, in the case of fixturesany oral Lease, otherwise owned or possessed by a written summary of the Company or any material terms of its Subsidiariessuch Lease. With respect to each of the Leases except as disclosed pursuant to the Disclosure Schedule: (i) to the Knowledge of Company, such Lease is legal, valid, binding, enforceable and in full force and effect; (ii) in connection with which the Company or any of its Subsidiaries has entered into an option agreement, participation agreement or acquisition agreement or (iii) the Company or any of its Subsidiaries has agreed to lease or otherwise acquire or may be obligated to lease or otherwise acquire in connection with the conduct of its business (collectively, including any of the foregoing acquired after the date of this Agreement, the “Real Property”), which list identifies all of the Real Property and specifies which of the Company and its Subsidiaries leases, owns or possesses each item of the Real Property. Schedule 3(y) also contains a complete and correct list of all leases and other agreements with respect to which the Company or any of its Subsidiaries is a party or otherwise bound or affected with respect to the Real Property, except master leases affiliated with any sub leases, easements, rights of way, access agreements, surface damage agreements, surface use agreements or similar agreements that pertain to Real Property that is contained wholly within the boundaries of any leased Real Property otherwise described on Schedule 3(y) (the “Real Property Leases”). Except as transactions set forth in Schedule 3(y)this Agreement do not require the consent of any other Person to such Lease, all or such consent has been obtained, shall not result in a breach of the Real Property Leases are valid 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) Seller’s possession and quiet enjoyment of the Leased Real Property under such Lease has not been disturbed, and there are enforceable against all parties thereto. Except as set forth in Schedule 3(y), neither the Company nor any of its Subsidiaries nor, no disputes with respect to such Lease; (iv) the Company’s Knowledge, and any other party thereto to the Lease, is not in breach or default in any material respect under any of such Real Property Leases Lease, and no event has occurred which or circumstance exists which, with the giving delivery of notice or notice, the passage of time or both both, would constitute such a default underbreach or default, or otherwise give any party permit the right to terminate, any of such Real Property Leases, or could adversely affect the Company’s or any of its Subsidiaries’ interest in and title to the Real Property subject to any of such Real Property Leases. No Real Property Lease is subject to termination, modification or acceleration as 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 result breach or default under such Lease which has not been redeposited in full; (vi) the Company does not owe, or shall 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; (viii) the Company has not subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property or any portion thereof; (ix) the Company has not collaterally assigned or granted any other security interest in such Lease or any interest therein; (x) there are no Liens on the estate or interest created by such Lease; and (xi) to the Knowledge of Company, all buildings, structures, improvements, fixtures, building systems and equipment, and all components thereof, included in the transactions contemplated herebyapplicable Leased Real Property are in good condition and repair (reasonable wear and tear excepted). The Company does not own any real property, nor has it ever owned any real property.

Real Property. Neither the Company nor any of its Subsidiaries owns own any real property. Schedule 3(y3.13(a) contains of the Disclosure Schedules sets forth a true and complete and correct list of all the real property, facilities and fixtures that (i) are leased or, in the case of fixtures, otherwise owned or possessed by the Company or any of its Subsidiaries, (ii) in connection with which the Company or any of its Subsidiaries has entered into an option agreement, participation agreement or acquisition agreement or (iii) the Company or any of its Subsidiaries has agreed to lease or otherwise acquire or may be obligated to lease or otherwise acquire in connection with the conduct of its business (collectively, including any of the foregoing acquired after the date of this Agreement, the “Leased Real Property”), which list identifies all of the Real Property and specifies which . Each of the Company and its Subsidiaries leaseshas valid and binding leasehold title to all Leased Real Property, owns in each case, free and clear of all Encumbrances, except Permitted Encumbrances. No Leased Real Property is subject to any governmental decree or possesses each item order to be sold or is being condemned, expropriated or otherwise taken by any public authority with or without payment of compensation therefore, nor, to the Knowledge of the Company, has any such condemnation, expropriation or taking been proposed. All leases of Leased Real Property. Schedule 3(y) also contains a complete Property and correct list of all leases amendments and other agreements with respect to which modifications thereto are in full force and effect, and there exists no default under any such lease by the Company or Company, any of its Subsidiaries is a party or otherwise bound or affected with respect to the Real Property, except master leases affiliated with any sub leases, easements, rights of way, access agreements, surface damage agreements, surface use agreements or similar agreements that pertain to Real Property that is contained wholly within the boundaries of any leased Real Property otherwise described on Schedule 3(y) (the “Real Property Leases”). Except as set forth in Schedule 3(y), all of the Real Property Leases are valid and in full force and effect and are enforceable against all parties thereto. Except as set forth in Schedule 3(y), neither the Company nor any of its Subsidiaries noror, to the Company’s Knowledge, any other party thereto is in default in thereto, nor any material respect under any of such Real Property Leases and no event has occurred which which, with the giving of notice or the passage lapse of time or both both, would constitute a default under, or otherwise give any party thereunder by the right to terminateCompany, any of such Real Property Leasesits Subsidiaries or, or could adversely affect to the Company’s Knowledge, any other party thereto. All structures on the Leased Real Property are adequately maintained and are in good operating condition and repair, ordinary wear and tear excepted, for the requirements of the business of the Company and its Subsidiaries as currently conducted. Schedule 3.13(b) of the Disclosure Schedules sets forth a true and complete list of all real property leased, subleased or licensed by the Company or any of its Subsidiaries’ interest in and title to the Real Property subject Subsidiaries to any of such Real Property Leases. No Real Property Lease is subject to terminationPerson, modification or acceleration and except as a result set forth on Schedule 3.13(b) of the transactions contemplated herebyDisclosure Schedules, neither the Company nor any of its Subsidiaries has leased, subleased or licensed any real property to any Person.

Real Property. Neither the Company nor any of its Subsidiaries Subsidiary owns any real property, nor has the Company or any Subsidiary ever owned any real property. Section 2.11 of the Disclosure Schedule 3(y) contains sets forth a complete and correct list of all real property currently leased, subleased or licensed by or from the real property, facilities and fixtures that (i) are leased or, in the case of fixtures, Company or any Subsidiary or otherwise owned or possessed occupied by the Company or any Subsidiary (collectively, the “Leased Real Property”). Section 2.11 of its Subsidiariesthe Disclosure Schedule sets forth a list of all leases, (ii) lease guaranties, subleases, agreements for the leasing, use or occupancy of, or otherwise granting a right in or relating to the Leased Real Property, including the name of the lessor, licensor, sub-lessor, master lessor and/or lessee, the amount of any deposit or other security or guarantee granted in connection with any such lease, license, sublease or other occupancy right, and all amendments, terminations and modifications thereof (collectively, the “Lease Agreements”). The Company and the Subsidiaries currently occupy all of the Leased Real Property for the operation of its business. There are no other parties occupying, or with a right to occupy, the Leased Real Property. Neither the Company nor any Subsidiary owes brokerage commissions or finders’ fees with respect to any such Leased Real Property or would owe any such fees if any existing Lease Agreement were renewed pursuant to any renewal options contained in such Lease Agreements. The Company and each Subsidiary has performed all of its obligations under any termination agreements pursuant to which it has terminated any leases, subleases, licenses or other occupancy agreements for real property that are no longer in effect and has no continuing liability with respect to such terminated agreements. To the Knowledge of the Company, the Leased Real Property is in good operating condition and repair, free from any material structural, physical and mechanical defects, is maintained in a manner consistent with standards generally followed with respect to similar properties, and is structurally sufficient and otherwise suitable for the conduct of the Company’s business as currently conducted. Neither the operation of the Company or any of its Subsidiaries has entered into an option agreement, participation agreement or acquisition agreement or (iii) Subsidiary on the Company or any of its Subsidiaries has agreed to lease or otherwise acquire or may be obligated to lease or otherwise acquire in connection with the conduct of its business (collectively, including any of the foregoing acquired after the date of this Agreement, the “Real Property”), which list identifies all of the Leased Real Property and specifies which of the Company and its Subsidiaries leases, owns or possesses each item of the Real Property. Schedule 3(y) also contains a complete and correct list of all leases and other agreements with respect to which the Company or any of its Subsidiaries is a party or otherwise bound or affected with respect to the Real Property, except master leases affiliated with any sub leases, easements, rights of way, access agreements, surface damage agreements, surface use agreements or similar agreements that pertain to Real Property that is contained wholly within the boundaries of any leased Real Property otherwise described on Schedule 3(y) (the “Real Property Leases”). Except as set forth in Schedule 3(y), all of the Real Property Leases are valid and in full force and effect and are enforceable against all parties thereto. Except as set forth in Schedule 3(y), neither the Company nor any of its Subsidiaries nor, to the Company’s Knowledge, any other party thereto is in default such Leased Real Property, including the improvements thereon, violate in any material respect under any of applicable building code, zoning requirement or statute relating to such Leased Real Property Leases or operations thereon, and no event has occurred which with the giving of notice or the passage of time or both would constitute a default under, or otherwise give any party the right to terminate, any of such Real Property Leases, or could adversely affect the Company’s or any of its Subsidiaries’ interest in and title to the Real Property subject to any of such Real Property Leases. No Real Property Lease non-violation is subject to termination, modification or acceleration as a result of the transactions contemplated herebynot dependent on so-called non-conforming use exceptions.

Real Property. Neither (a) Except as would not have, individually or in the Company nor any of its Subsidiaries owns any real property. Schedule 3(y) contains aggregate, a complete and correct list of all the real propertyPartnership Material Adverse Effect, facilities and fixtures that (i) are leased or, in either the case Partnership or a Subsidiary of fixtures, otherwise owned or possessed by the Company or any Partnership has good and valid title to each material real property at which material operations of its Subsidiaries, (ii) in connection with which the Company Partnership or any of its Subsidiaries are conducted and that are owned by the Partnership or any Subsidiary, other than Partnership Real Property Leases and Rights-of-Way (such owned real property collectively, the “Partnership Owned Real Property”) and (ii) either the Partnership or a Subsidiary of the Partnership has entered into an option agreementa good and valid leasehold interest in each material lease, participation sublease and other agreement or acquisition agreement or (iii) under which the Company Partnership or any of its Subsidiaries uses or occupies or has agreed the right to lease use or otherwise acquire or may be obligated to lease or otherwise acquire in connection with the conduct of its business (collectively, including occupy any material real property at which material operations of the foregoing acquired after the date of this Agreement, the “Real Property”), which list identifies all of the Real Property and specifies which of the Company and its Subsidiaries leases, owns or possesses each item of the Real Property. Schedule 3(y) also contains a complete and correct list of all leases and other agreements with respect to which the Company Partnership or any of its Subsidiaries is a party are conducted (any such property subject to such lease, sublease or otherwise bound or affected with respect to other agreement, the “Partnership Leased Real Property, except master leases affiliated with any sub ” and such leases, easementssubleases and other agreements are, rights of waycollectively, access agreements, surface damage agreements, surface use agreements or similar agreements that pertain to Real Property that is contained wholly within the boundaries of any leased Real Property otherwise described on Schedule 3(y) (the “Partnership Real Property Leases”), in each case, free and clear of all Liens other than any Partnership 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. Except as set forth would not have, individually or in Schedule 3(y)the aggregate, all of the a Partnership Material Adverse Effect, (A) each Partnership Real Property Leases are valid Lease is valid, binding and in full force and effect in accordance with its terms, except as such enforcement may be limited by Enforceability Exceptions, and are enforceable against all parties thereto. Except as set forth in Schedule 3(y)(B) no uncured default of a material nature on the part of the Partnership or, neither the Company nor if applicable, any of its Subsidiaries noror, to the Company’s Knowledgeknowledge of the Partnership, any other party thereto is in default in any material respect the lessor thereunder, exists under any of such Partnership Real Property Leases Lease, and no event has occurred which or circumstance exists that, with the giving of notice or notice, the passage of time time, or both both, would constitute a material breach or default under, or otherwise give any party the right to terminate, any of such under a Partnership Real Property Leases, or could adversely affect the Company’s or any of its Subsidiaries’ interest in and title to the Real Property subject to any of such Real Property Leases. No Real Property Lease is subject to termination, modification or acceleration as a result of the transactions contemplated herebyLease.

Real Property. Neither Except as has not and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect and with respect to clauses (a) and (b), except with respect to any of the Company’s Oil and Gas Properties, (a) the Company and its Subsidiaries hold (i) good, valid and marketable title to all real property owned by the Company and its Subsidiaries (collectively, including the improvements thereon, the “Company Owned Real Property”), free and clear of all Encumbrances, except Permitted Encumbrances; and (ii) valid title to the leasehold estates (whether as tenant or subtenant) and valid interests in all licenses or occupancy agreements to license or otherwise occupy (whether as tenant, subtenant, licensee or occupant) all real property leased, subleased, licensed, or otherwise occupied by the Company and its Subsidiaries (collectively, including the improvements thereon, the “Company Leased Real Property”), free and clear of all Encumbrances, except Permitted Encumbrances; (b) each agreement under which the Company or any Subsidiary of the Company is the landlord, sublandlord, tenant, subtenant, licensor, licensee, or occupant with respect to the Company Leased Real Property (each, a “Company Real Property Lease”) is in full force and effect and is valid and enforceable against the Company or such Subsidiary and, to the knowledge of the Company, the other parties thereto, in accordance with its terms, subject, as 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 written notice of any default by the Company or its Subsidiaries owns under any real property. Schedule 3(yCompany Real Property Lease which remains uncured as of the date of this Agreement; and (c) contains a complete and correct list as of all the real propertydate of this Agreement, facilities and fixtures that (i) are leased orto the knowledge of the Company, in there does not exist any notice or request from any Governmental Entity delivered to the case Company or any of fixtures, otherwise owned its Subsidiaries requiring any construction work or possessed alterations to cure any violation of applicable Law by the Company or any of its Subsidiaries, (ii) in connection with Subsidiaries which the Company or any remains uncured as of its Subsidiaries has entered into an option agreement, participation agreement or acquisition agreement or (iii) the Company or any of its Subsidiaries has agreed to lease or otherwise acquire or may be obligated to lease or otherwise acquire in connection with the conduct of its business (collectively, including any of the foregoing acquired after the date of this AgreementAgreement nor, any pending or, to the “knowledge of the Company, threatened, condemnation or eminent domain Proceedings with respect to any of the Company’s Oil and Gas Properties, Company Owned Real Property or Company Leased Real Property”), which list identifies all of the Real Property and specifies which . Each of the Company and its Subsidiaries leases, owns or possesses each item of the holds such Company Owned Real Property. Schedule 3(y) also contains a complete Property and correct list of all leases and other agreements with respect Company Leased Real Property as are sufficient to which the Company or any of conduct its Subsidiaries is a party or otherwise bound or affected with respect to the Real Propertybusiness as presently conducted, except master leases affiliated with any sub leasesas has not and would not reasonably be expected to have, easementsindividually or in the aggregate, rights of way, access agreements, surface damage agreements, surface use agreements or similar agreements that pertain to Real Property that is contained wholly within the boundaries of any leased Real Property otherwise described on Schedule 3(y) (the “Real Property Leases”). Except as set forth in Schedule 3(y), all of the Real Property Leases are valid and in full force and effect and are enforceable against all parties thereto. Except as set forth in Schedule 3(y), neither the a Company nor any of its Subsidiaries nor, to the Company’s Knowledge, any other party thereto is in default in any material respect under any of such Real Property Leases and no event has occurred which with the giving of notice or the passage of time or both would constitute a default under, or otherwise give any party the right to terminate, any of such Real Property Leases, or could adversely affect the Company’s or any of its Subsidiaries’ interest in and title to the Real Property subject to any of such Real Property Leases. No Real Property Lease is subject to termination, modification or acceleration as a result of the transactions contemplated herebyMaterial Adverse Effect.

Real Property. Neither (a) Schedule 3.27(a) sets forth a true, correct, and complete description (including the Company nor any of its Subsidiaries owns any real property. Schedule 3(yaddress thereof, the applicable owner thereof, and the use thereof) contains a complete and correct list of all Real Property owned by the real propertyTarget Company (the “Owned Real Property”). With respect to each Owned Real Property, facilities and fixtures that (i) are leased orthe Target Company has valid, in the case good and marketable fee simple title to such Owned Real Property, free and clear of fixturesall Liens, otherwise owned or possessed by the Company or any of its Subsidiariesexcept for Permitted Liens, (ii) in connection with which the Target Company has not leased, subleased, licensed or otherwise granted to any Person the right to use or occupy such Owned Real Property or any of its Subsidiaries has entered into an option agreement, participation agreement or acquisition agreement or portion thereof; (iii) other than the Company or any of its Subsidiaries has agreed to lease or otherwise acquire or may be obligated to lease or otherwise acquire in connection with the conduct of its business (collectively, including any right of the foregoing acquired after the date of Acquirer 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; (iv) the “Target Company has not received any written notice of any, and to the Knowledge of the Owners, there are no existing, pending or threatened condemnation or eminent domain proceedings relating to any portion of the Owned Real Property”), which list identifies all ; and (v) to the Knowledge of the Owners, the Target Company has not breached or violated any local zoning ordinance, and no written notice from any Person has been received by the Target Company or served upon the Target Company claiming any violation of any local zoning ordinance. The Target Company is not a party to any agreement or option to purchase any Real Property or material interest therein. To the extent any are in the possession of or reasonably available to the Target Company, copies of any title insurance policies (together with copies of any documents of record listed as exceptions to the title on such policies) currently insuring each Owned Real Property and specifies which copies of the Company and its Subsidiaries leases, owns or possesses each item most recent surveys of the Real Property. Schedule 3(y) also contains a complete and correct list of all leases and other agreements with respect to which the Company or any of its Subsidiaries is a party or otherwise bound or affected with respect same have been made available to the Real Property, except master leases affiliated with any sub leases, easements, rights of way, access agreements, surface damage agreements, surface use agreements or similar agreements that pertain to Real Property that is contained wholly within the boundaries of any leased Real Property otherwise described on Schedule 3(y) (the “Real Property Leases”). Except as set forth in Schedule 3(y), all of the Real Property Leases are valid and in full force and effect and are enforceable against all parties thereto. Except as set forth in Schedule 3(y), neither the Company nor any of its Subsidiaries nor, to the Company’s Knowledge, any other party thereto is in default in any material respect under any of such Real Property Leases and no event has occurred which with the giving of notice or the passage of time or both would constitute a default under, or otherwise give any party the right to terminate, any of such Real Property Leases, or could adversely affect the Company’s or any of its Subsidiaries’ interest in and title to the Real Property subject to any of such Real Property Leases. No Real Property Lease is subject to termination, modification or acceleration as a result of the transactions contemplated herebyAcquirer.

Real Property. Neither the Company nor any of its Subsidiaries owns own any real property. Schedule 3(y3(z) contains a complete and correct list of all the real property, facilities and fixtures that (i) are leased or, in the case of fixtures, otherwise owned or possessed by the Company or any of its Subsidiaries, (ii) in connection with which the Company or any of its Subsidiaries has entered into an option agreement, participation agreement or acquisition agreement or (iii) the Company or any of its Subsidiaries has agreed to lease or otherwise acquire or may be obligated to lease or otherwise acquire in connection with the conduct of its business (collectively, including any of the foregoing acquired after the date of this Agreement, the “Real Property”), which list identifies all of the Real Property and specifies which of the Company and its Subsidiaries leases, owns or possesses each item of the Real Property. Schedule 3(y3(z) also contains a complete and correct list of all leases and other agreements with respect to which the Company or any of its Subsidiaries is a party or otherwise bound or affected with respect to the Real Property, except master leases affiliated with any sub leases, easements, rights of way, access agreements, surface damage agreements, surface use agreements or similar agreements that pertain to Real Property that is contained wholly within the boundaries of any leased Real Property otherwise described on Schedule 3(y3(z) (the “Real Property Leases”). Except as set forth in Schedule 3(y), all All of the Real Property Leases are valid and in full force and effect and are enforceable against all parties thereto. Except as set forth in Schedule 3(y), neither Neither the Company nor any of its Subsidiaries nor, to the Company’s Knowledge, any other party thereto is in default in any material respect under any of such Real Property Leases and no event has occurred which with the giving of notice or the passage of time or both would could constitute a default under, or otherwise give any party the right to terminate, any of such Real Property Leases, or could adversely affect the Company’s or any of its Subsidiaries’ interest in and title to the Real Property subject to any of such Real Property Leases. No Real Property Lease is subject to termination, modification or acceleration as a result of the transactions contemplated hereby.

Real Property. Neither the The Company nor any of its Subsidiaries owns does not currently own, and has never owned, any real property. Section 3.15 of the Disclosure Schedule 3(y) contains sets forth a complete and correct list of all the real property, facilities and fixtures that (i) are leased or, property in the case of fixtures, otherwise owned or possessed by the Company or any of its Subsidiaries, (ii) in connection with which the Company currently has a leasehold or any of its Subsidiaries has entered into an option agreement, participation agreement subleasehold interest or acquisition agreement other right to use or occupy (iii) the Company or any of its Subsidiaries has agreed to lease or otherwise acquire or may be obligated to lease or otherwise acquire in connection with the conduct of its business (collectively, including any of the foregoing acquired after the date of this Agreement, the “Leased Real Property”), which list identifies all including a true and correct listing of the addresses thereof and a description of each Contract relating to Leased Real Property (each a “Lease” and specifies which of the Company and its Subsidiaries leasescollectively, owns or possesses each item of the Real Property. Schedule 3(y) also contains a complete and correct list of all leases and other agreements with respect to which the Company or any of its Subsidiaries is a party or otherwise bound or affected with respect to the Real Property, except master leases affiliated with any sub leases, easements, rights of way, access agreements, surface damage agreements, surface use agreements or similar agreements that pertain to Real Property that is contained wholly within the boundaries of any leased Real Property otherwise described on Schedule 3(y) (the “Real Property Leases”). Except as set forth With respect to each Lease, (a) the Company has a valid and enforceable leasehold or subleasehold interest in Schedule 3(y), all of the each Leased Real Property Leases are valid free and clear of any material Encumbrances other than Permitted Encumbrances, (b) such Lease is legal, valid, binding and enforceable against the Company and in full force and effect and has not been modified except as provided therein, and the Company has the right of quiet enjoyment of all the Leased Real Property with respect to which it is a lessee for the full term of the related Lease (and any renewal option related thereto) relating thereto, (c) the Company is not in material breach or default under any of said Leases, and, to the Knowledge of Sellers, no event has occurred which, with notice or lapse of time or both (including the consummation of the Transactions), would constitute such breach or default or permit termination, modification or acceleration under such Lease, except to the extent as would not be material to the Company, and (d) true, complete and correct copies of all Leases have heretofore been delivered by the Company to Purchaser. The plants, facilities, buildings, structures, spur tracks, and other improvements located on the Leased Real Property, including the roofs, plumbing, heating, ventilation, air conditioning, electrical, drainage, sewers, utility supply, road, and irrigation systems are enforceable against in good working order, free of material defects, damage or casualty loss, and in compliance with applicable Law (including zoning Laws, building codes, set back requirements, and other local ordinances) , except to the extent as would not be material to the Company. Said improvements are (i) all parties theretoof the improvements reasonably required to permit the Business to be conducted following the Closing in all material respects as it is currently being conducted, (ii) in materially safe condition suitable for use in the operation of the Business, and (iii) in all material respects adequate and sufficient for the purposes for which they have historically been used, are currently used, are intended to be used, or held for use in the Business. The Company is not obligated under any outstanding Contract to offer, purchase, acquire, lease, license, sell, assign or dispose of, or to grant or create any Encumbrance on or affecting any material portion of any of the Leased Real Property in favor of any third party. Except as set forth in Schedule 3(y)Section 3.15 of the Disclosure Schedule, neither no Person other than the Company nor has any right to use, lease, sublease, license, possess and/or occupy any material portion of the Leased Real Property and there are no oral or written agreements between the Company and any other Person providing such Person the right to use, occupy or possess all or any material portion of any of its Subsidiaries northe Leased Real Property. There are no eminent domain proceedings, special assessments, administrative actions, or other taking by any Governmental Authority of any kind pending or, to the Company’s KnowledgeKnowledge of Sellers, any other party thereto is in default in threatened against the whole or any material respect under part of any Leased Real Property, and to the Knowledge of such Real Property Leases Sellers, no condemnation, taking, Applicable Law (including but not limited to zoning changes) or other matter which may materially and no event has occurred which with the giving of notice or the passage of time or both would constitute a default under, or otherwise give any party the right to terminate, any of such Real Property Leases, or could adversely affect the Company’s current or any planned use of its Subsidiaries’ interest in and title to the Leased Real Property subject to any of such Real Property Leases. No Real Property Lease is subject to termination, modification threatened or acceleration as a result of the transactions contemplated herebycontemplated.

Real Property. Neither the Company nor any of its The Subsidiaries owns do not currently own any real property. Schedule 3(y) 2.13 contains a complete and correct accurate list of all each lease, sublease, license and other written occupancy agreement pursuant to which the real propertySubsidiaries hold or have been granted the right to use or occupy, facilities and fixtures that (i) are leased or, now or in the case of fixturesfuture, otherwise owned or possessed by the Company any real property or any of its Subsidiaries, (ii) in connection with which the Company or any of its Subsidiaries has entered into an option agreement, participation agreement or acquisition agreement or (iii) the Company or any of its Subsidiaries has agreed to lease or otherwise acquire or may be obligated to lease or otherwise acquire in connection with the conduct of its business portion thereof (collectively, including any of the foregoing acquired after the date of this Agreement, the “Leased Real Property”), which list identifies including any and all of the Real Property modifications, amendments, renewals, extensions and specifies which of the Company supplements thereto and its Subsidiaries leasesany assignments thereof (collectively, owns or possesses each item of the Real Property. Schedule 3(y) also contains a complete and correct list of all leases and other agreements with respect to which the Company or any of its Subsidiaries is a party or otherwise bound or affected with respect to the Real Property, except master leases affiliated with any sub leases, easements, rights of way, access agreements, surface damage agreements, surface use agreements or similar agreements that pertain to Real Property that is contained wholly within the boundaries of any leased Real Property otherwise described on Schedule 3(y) (the “Real Property Estate Leases”). Except as set forth in Schedule 3(y)Neither Seller nor the Subsidiaries have entered into a lease, all sublease, license or other occupancy agreement of any kind, whether oral or written, pursuant to which Seller or the Subsidiaries have granted to a third party a right to use or occupy any portion of the Leased Real Property. All of the Real Property Estate Leases are valid and in full force and effect in accordance with their respective terms, and are enforceable against all parties thereto. Except as set forth in Schedule 3(y), neither the Company nor any of its Subsidiaries Subsidiary party, nor, to the CompanySeller’s Knowledge, any other party thereto thereto, is in breach, violation or default thereunder in any material respect. The Leased Real Property is in good operating condition and repair, free from structural, physical and mechanical defects, is maintained in a manner consistent with standards generally followed with respect to similar properties, and is structurally sufficient and otherwise suitable for the conduct of the Aesthetics Business as presently conducted. Neither the operation of the Seller nor any of its Subsidiaries on the Leased Real Property nor such Leased Real Property, including the improvements thereon, violate in any material respect any applicable building code, zoning requirement or other Applicable Law relating to such property or operations thereon, and any such non-violation is not dependent on so-called non-conforming use exceptions. There are no Applicable Laws now in existence or, to the Knowledge of Seller, under active consideration by any Governmental Authority which could require the tenant of such any Leased Real Property Leases and no event has occurred which with the giving to make any expenditure in excess of notice $25,000 to modify or the passage of time or both would constitute a default under, or otherwise give any party the right to terminate, any of improve such Leased Real Property Leases, or could adversely affect to bring it into compliance therewith. Neither the Company’s or any of its Subsidiaries’ interest in and title Seller (with respect to the Aesthetics Business) nor any Subsidiary shall be required to expend more than $25,000 in the aggregate under all Real Estate Leases to restore the Leased Real Property subject at the end of the term of the applicable Real Estate Lease to any of the condition required under the Real Estate Lease (assuming the conditions existing in such Leased Real Property Leases. No Real Property Lease is subject to termination, modification or acceleration as a result of the transactions contemplated herebydate hereof and as of the Closing). To Seller’s Knowledge, the Subsidiaries have not in the past been the tenant or guarantor of any leasehold premises not listed in Schedule 2.13 in respect of which any obligations or liabilities could still accrue to either of the Subsidiaries.

Real Property. Neither (a) Section 4.16(a) of the Company nor any of its Subsidiaries owns any real property. Disclosure Schedule 3(y) contains a complete and correct accurate list of all the real propertyproperty owned in whole or in part, facilities and fixtures that (i) are leased ordirectly or indirectly, in the case of fixtures, otherwise owned or possessed by the Company or its Subsidiaries (the "Owned Real Property"). The Company has good and marketable title in fee simple to all of the Owned Real Property, free and clear of all liens, encumbrances, charges, mortgages, judgments and hypothecations, whether recorded or unrecorded. None of the Owned Real Property is subject to any right or option of its Subsidiaries, (ii) any other Person to purchase or lease or otherwise obtain title to or an interest in connection with which such real property. No Person other than the Company or any of its Subsidiaries has entered into any right to use, occupy or lease any of the Owned Real Property or Leased Real Property (as defined in subsection (b) of this Section 4.16). Section 4.16(a) of the Company Disclosure Schedule contains an option agreementaccurate and complete list of all Owned Real Property leased in whole or in part by the Company as landlord. True and complete copies of all leases, participation agreement including all modifications, and amendments thereto, listed in Section 4.16(a) of the Company Disclosure Schedule have been delivered to Parent and Liberty Media. All of the buildings, improvements, structures and appurtenances situated on the Owned Real Property are owned by the Company or acquisition agreement one if its Subsidiaries and are in all material respects in good operating condition, normal wear and tear excepted. Except as set forth in Section 4.16(a) of the Company Disclosure Schedule, no condemnation or (iii) similar proceeding is pending or, to the best of the Company's knowledge, threatened that would preclude or impair the use of any such property or any improvement thereon by the Company or any of its Subsidiaries has agreed to lease for the purpose for which it is currently used. There is no material latent or otherwise acquire patent structural, mechanical or may be obligated to lease other significant defect, soil condition or otherwise acquire deficiency in connection with the conduct of its business (collectively, including any of the foregoing acquired after improvements located on any of the date Owned Real Property or, to the best of this Agreementthe Company's knowledge, the “Leased Real Property”), which list identifies all of the Real Property and specifies which . 33 38 (b) Section 4.16(b) of the Company and Disclosure Schedule lists all real property leased by the Company or its Subsidiaries as well as the commencement and expiration dates of all leases relating thereto (the "Leased Real Property"). True and complete copies of all leases, owns or possesses each item including all modifications and amendments thereto, listed in Section 4.16(b) of the Company Disclosure Schedule have been delivered to Parent and Liberty Media. The Company or one of its Subsidiaries has a valid and existing lease or sublease for each property subsumed within the Leased Real Property. Schedule 3(yAll leases covering any of the Leased Real Property are valid and enforceable by the Company or one of its Subsidiaries, as the case may be, in accordance with their respective terms, are in full force and effect, and have not been modified, supplemented or terminated except as set forth in Section 4.16(b) also contains a complete of the Company Disclosure Schedule, and correct list of all leases and other agreements with respect to which there is not under any such lease any default by the Company or any of its Subsidiaries is a party or otherwise bound or affected with respect or, to the Real Propertybest of the Company's knowledge, except master leases affiliated with by any sub leases, easements, rights landlord or lessor under any such lease. All third party consents required in respect of way, access agreements, surface damage agreements, surface use agreements or similar agreements that pertain to the Owned Real Property that is contained wholly within the boundaries of any leased or Leased Real Property otherwise in order to consummate the transactions contemplated by this Agreement, each of which consents are described on Schedule 3(yin Section 4.16(b) (of the “Company Disclosure Schedule, have been or will be obtained by the Closing Date. The facilities and real properties covered by the Leased Real Property Leases”). Except as set forth and included in Schedule 3(y), the Owned Real Property constitute all of the Real Property Leases are valid facilities and in full force and effect and are enforceable against all parties thereto. Except as set forth in Schedule 3(y), neither real properties presently used by the Company nor any of its Subsidiaries nor, to the Company’s Knowledge, any other party thereto is in default in any material respect under any of such Real Property Leases and no event has occurred which with the giving of notice or the passage of time or both would constitute a default under, or otherwise give any party the right to terminate, any of such Real Property Leases, or could adversely affect the Company’s or any of its Subsidiaries’ interest in and title to the Real Property subject to any of such Real Property Leases. No Real Property Lease is subject to termination, modification or acceleration as a result of the transactions contemplated hereby.

Real Property. Neither the Company nor any of its Subsidiaries owns any real property. Schedule 3(y) contains a complete and correct list of all the real property, facilities and fixtures that (i) are leased or, in the case Schedule 2.24(h)(i) sets forth an accurate and complete list and a brief description of fixtures, otherwise all real property owned or possessed by the Company (the "Owned Real Property") indicating whether MP Owosso or MP Ohio is the sole owner thereof, and such Owned Real Property, including the buildings and improvements thereon, is in good repair and operating condition, ordinary wear and tear excepted. The Company has free and complete access to and over public streets for ingress and egress to and from the Owned Real Property. Except for the Mortgage (as defined on Schedule 2.12(a), which Mortgage will be released on or prior to the Closing, the Company has, and on the Closing Date the Company will have good, marketable, insurable and indefeasible fee simple title to the Owned Real Property, free and clear of all Liens, conditions, exceptions or reservations, except easements for utilities and for conditions, exceptions and reservations which do not adversely affect the Company's operations. There are no adverse rights of third parties or other parties in possession of all or any of its Subsidiaries, (ii) in connection with which the Company or any of its Subsidiaries has entered into an option agreement, participation agreement or acquisition agreement or (iii) the Company or any of its Subsidiaries has agreed to lease or otherwise acquire or may be obligated to lease or otherwise acquire in connection with the conduct of its business (collectively, including any part of the foregoing acquired after Owned Real Property. Except for the date option granted in Section 9.18 of this Agreement, no party has been granted any license, lease, option to purchase or other right relating to the “use or possession of all or part of the Owned Real Property”). The Company and Seller have not received notice of, and have no other Knowledge of information of, any pending or contemplated change in any regulation or prior restriction applicable to the Owned Real Property, of any pending or threatened judicial or administrative action, of any action pending or threatened by adjacent landowners or other persons, or any pending or contemplated condemnation or together governmental action, any of which list identifies could result any material change in the condition of all or a part of the Owned Real Property. All utilities that are required for the full and complete use of and operation of the Owned Real Property, including without limitation, electricity, natural gas, sanitary sewers, storm sewers and drainage, water, telephones and similar systems, are at the Owned Real Property and specifies in operating condition and in a state of maintenance and repair appropriate for the use there of in the ordinary and usual course of business by the Company, all easements or license encumbering the Owned Real Property which will be required in connection with such utilities have been granted. The use made of the Owned Real Property and the Leased Real Property by the Company in the ordinary course of business (the "Use") is a use allowed by right, without the requirement of a variance under applicable zoning, building and fire laws and ordinances, and any other agreements affecting such properties, including without limitation any restrictive covenants (other than that restrictive covenant referred to in Section 9.17 of this Agreement, and all consents, licenses, permits, approval and certificates required for the Use have been issued to and paid for by the Company and its Subsidiaries leases, owns or possesses each item of the Real Property. Schedule 3(y) also contains a complete and correct list of all leases and other agreements with respect to which the Company or any of its Subsidiaries is a party or otherwise bound or affected with respect to the Real Property, except master leases affiliated with any sub leases, easements, rights of way, access agreements, surface damage agreements, surface use agreements or similar agreements that pertain to Real Property that is contained wholly within the boundaries of any leased Real Property otherwise described on Schedule 3(y) (the “Real Property Leases”). Except as set forth in Schedule 3(y), all of the Real Property Leases are valid and in full force and effect and effect. There are enforceable against all parties thereto. Except as set forth in Schedule 3(y), neither the Company nor any of its Subsidiaries nor, no improvements that encroach on to the Company’s Knowledge, any other party thereto is in default in any material respect under any of such Owned Real Property Leases and no event has occurred which with or that protrude from the giving of notice or the passage of time or both would constitute a default under, or otherwise give any party the right to terminate, any of such Owned Real Property Leases, or could adversely affect the Company’s or any of its Subsidiaries’ interest in and title on to the Real Property subject to any of such Real Property Leases. No Real Property Lease is subject to termination, modification or acceleration as a result of the transactions contemplated herebyadjacent property.

Real Property. Neither the Company nor any Schedule 2.1(b) sets forth a list and --------------- description of its Subsidiaries owns any real property. Schedule 3(y) contains a all Owned Real Property and Leased Real Property, and is true, complete and correct list accurate in all respects. Seller is holding, or shall hold at Closing, title in fee simple to the Owned Real Property, and the leasehold interests to all Leased Real Property, including Real Property hereafter acquired, in each case free and clear of all any Liens, except for Permitted Liens. At the real propertyClosing, facilities Seller shall have and fixtures that shall transfer to Buyer (i) are leased or, in the case of fixtures, otherwise owned or possessed by the Company or any of good and marketable fee simple title to all its Subsidiaries, Owned Real Property and (ii) its leasehold interests in connection with which and to all Leased Real Property, free and clear of any and all Liens (except for Permitted Liens). There are not pending or, to the Company best of Seller's knowledge, threatened, any condemnation actions or special assessments or any of its Subsidiaries has entered into an option agreement, participation agreement or acquisition agreement or (iii) pending proceedings for changes in the Company zoning with respect to such Real Property or any part thereof and Seller has not received any notice of its Subsidiaries has agreed the desire of any public authority or other entity to lease take or otherwise acquire use any Real Property or may be obligated to lease or otherwise acquire any part thereof. To Seller's knowledge, there is no material defect in connection with the conduct of its business (collectively, including any of the foregoing acquired after the date of this Agreement, the “Real Property”), which list identifies all of structures on the Real Property which would interfere with the current use of such structures or Buyer's ability to utilize such structures in substantially the same manner in which they are currently used by Seller. Each parcel of Real Property has access to all public roads, utilities, and specifies which other services necessary for the operation of the Company relevant System with respect to such parcel and its Subsidiaries leasesexcept for the absence of various easements, owns apartment access agreements and/or commercial service agreements permitting Seller to locate cable on real property owned by third parties which individually or possesses each item in the aggregate does not and will not have a material adverse effect on any of the Assets, the operation of any System or the financial condition or business of any System, Seller has complied with or otherwise resolved to the satisfaction of the relevant Government Authority, all notices or orders to correct violations of Legal Requirements issued by any Governmental Authority having jurisdiction against or affecting any of the Real Property. Schedule 3(y) also contains a complete and correct list of all All leases and other agreements with respect subleases pursuant to which the Company or any of its Subsidiaries is a party or otherwise bound or affected with respect to the Real Property, except master leases affiliated with any sub leases, easements, rights of way, access agreements, surface damage agreements, surface use agreements or similar agreements that pertain to Real Property that is contained wholly within the boundaries of any leased Real Property otherwise described on Schedule 3(y) (the “Real Property Leases”). Except as set forth in Schedule 3(y), all of the Real Property Leases is occupied or used are valid and in full force and effect and are enforceable against all parties thereto. Except as set forth on Schedule 2.1(b) and such leases and subleases are valid, --------------- subsisting, binding and enforceable in Schedule 3(y), neither the Company nor any accordance with their respective terms and there are no existing defaults thereunder or events that with notice or lapse of its Subsidiaries time or both would constitute defaults thereunder. Seller has not nor, to the Company’s Knowledgebest of Seller's knowledge, has any other party thereto is in default to any contract, lease or sublease relating to any Leased Real Property given or received notice of termination, and, to the best of Seller's knowledge, subject to the receipt of any Required Consents, the consummation of the transactions contemplated by this Agreement will not result in any material respect under any such termination. Subject to the receipt of such Real Property Leases and no event has occurred which Required Consents, Seller is not nor will it be, as a result of the transactions contemplated by this Agreement, with the giving of notice or the passage of time or both would constitute a default underboth, in breach of any provision of any contract, lease or otherwise give sublease relating to any party Real Property. All easements, rights-of-way and other rights which are necessary for Seller's current use of any Real Property are valid and in full force and effect, and Seller has not received any notice with respect to the right to terminate, termination or breach of any of such Real Property Leaseseasements, rights-of-way or could adversely affect the Company’s or any of its Subsidiaries’ interest in and title to the Real Property subject to any of such Real Property Leases. No Real Property Lease is subject to termination, modification or acceleration as a result of the transactions contemplated herebyother similar rights.

Real Property. Neither the Company nor any (a) With respect to each such parcel of its Subsidiaries owns any real property. Schedule 3(y) contains a complete and correct list of all the real property, facilities and fixtures that Owned Real Property: (i) are leased orthe Contributor has good and marketable title to the Owned Real Property, in the case free and clear of fixtures, otherwise owned or possessed by the Company or any of its Subsidiaries, Liens except for Permitted Liens; (ii) in connection with which there are no pending or, to the Company Knowledge of the Contributor, threatened, condemnation proceedings, lawsuits or any of its Subsidiaries has entered into an option agreement, participation agreement or acquisition agreement or administrative actions relating to the Owned Real Property; (iii) the Company legal description for Owned Real Property contained in the deed thereof describes such Owned Real Property fully and adequately, the buildings and improvements are located within the boundary lines of the described parcels of land, are not in violation of applicable setback requirements, zoning laws and ordinances (and none of the Owned Real Property or buildings or improvements thereon are subject to “permitted non-conforming use” or “permitted non-conforming structure” classification), and do not encroach on any easement that may burden the land, and the land does not serve any adjoining property for any purpose inconsistent with the use of its Subsidiaries has agreed the land, except as is set forth on Section 2.13 of the Disclosure Schedule, the property is not located within any flood plain or subject to lease any similar type restriction for which any material Assigned Licenses have not been obtained and access to the property is provided by paved public right of way with adequate curb cuts available; (iv) all facilities have received all approvals of Governmental or otherwise acquire or may be obligated to lease or otherwise acquire Regulatory Authorities (including Licenses) required in connection with the conduct of its business ownership or operation thereof and have been operated and maintained in accordance with applicable Laws; (collectively, including any v) except as set forth in Section 2.13 of the foregoing acquired after Disclosure Schedule, there are no leases, subleases, Licenses, concessions, easements, servitudes, rights-of-way, encumbrances or other Contracts granting to any party or parties the date right of this Agreement, use or occupancy of any portion of the “Owned Real Property”); (vi) neither the leases, which list identifies all subleases, Licenses, concessions, easements, servitudes, rights-of-way, encumbrances or Contracts set forth in Section 2.13 of the Disclosure Schedule nor the enforcement of any rights thereunder by any party thereto have or may have a material adverse impact on the Acquiror’s ability to continue to operate the Owned Real Property as a refinery in the same manner as the Contributor has operated the same prior to the Closing Date and specifies which of the Company and its Subsidiaries leases, owns or possesses each item of the Real Property. Schedule 3(y(vii) also contains a complete and correct list of all leases and other agreements with respect to which the Company or any of its Subsidiaries is a party or otherwise bound or affected with respect to the easements, licenses and rights-of-way comprising the Owned Real Property, except master leases affiliated with any sub leases, easements, rights of way, access agreements, surface damage agreements, surface use agreements or similar agreements that pertain to Real Property that is contained wholly within the boundaries of any leased Real Property otherwise described on Schedule 3(y) (the “Real Property Leases”). Except as set forth in Schedule 3(y), all of the Real Property Leases are valid Contributor has good and in full force and effect and are enforceable against all parties thereto. Except as set forth in Schedule 3(y), neither the Company nor any of its Subsidiaries nor, to the Company’s Knowledge, any other party thereto is in default in any material respect under any of such Real Property Leases and no event has occurred which with the giving of notice or the passage of time or both would constitute a default under, or otherwise give any party the right to terminate, any of such Real Property Leases, or could adversely affect the Company’s or any of its Subsidiaries’ interest in and marketable title to or interests therein sufficient to enable the Real Property subject Acquiror to any use and operate the Contributed Assets in a reasonable and customary manner, free and clear of such Real Property Leases. No Real Property Lease is subject to termination, modification or acceleration as a result of the transactions contemplated herebyLiens except Permitted Liens.

Real Property. Neither the Company nor any of its Subsidiaries owns any real property. (a) Schedule 3(y5.10(a) contains sets forth a complete and correct list of (i) all the real property and interests in real property, facilities including improvements thereon and fixtures that easements appurtenant thereto owned in fee by the Company and the Subsidiaries (iindividually, an “Owned Property” and collectively, the “Owned Properties”), (ii) are all real property and interests in real property leased or, in the case of fixtures, otherwise owned or possessed by the Company or any of its Subsidiariesthe Subsidiaries (individually, (ii) in connection with which the Company or any of its Subsidiaries has entered into an option agreement, participation agreement or acquisition agreement or (iii) the Company or any of its Subsidiaries has agreed to lease or otherwise acquire or may be obligated to lease or otherwise acquire in connection with the conduct of its business (a “Real Property Lease” and collectively, including any of the foregoing acquired after the date of this Agreement, the “Real Property”), which list identifies all of the Real Property and specifies which of the Company and its Subsidiaries leases, owns or possesses each item of the Real Property. Schedule 3(y) also contains a complete and correct list of all leases and other agreements with respect to which the Company or any of its Subsidiaries is a party or otherwise bound or affected with respect to the Real Property, except master leases affiliated with any sub leases, easements, rights of way, access agreements, surface damage agreements, surface use agreements or similar agreements that pertain to Real Property that is contained wholly within the boundaries of any leased Real Property otherwise described on Schedule 3(y) (the “Real Property Leases” and, together with the Owned Properties, being referred to herein individually as a “Company Property” and collectively as the “Company Properties”). Except ) as set forth in Schedule 3(y)lessee or lessor, all including a description of the Real Property Leases are valid and in full force and effect and are enforceable against all parties thereto. Except as set forth in Schedule 3(y), neither the Company nor any of its Subsidiaries nor, to the Company’s Knowledge, any other party thereto is in default in any material respect under any of each such Real Property Leases Lease (including the name of the third party lessor or lessee and no event has occurred which the date of the lease or sublease and all amendments thereto). The Company and the Subsidiaries have (i) good fee title to all Owned Property and (ii) a valid leasehold interest in, and enjoys peaceful and undisturbed possession (consistent with historical use and pursuant to the giving terms of notice or the passage of time or both would constitute a default underapplicable lease) of, or otherwise give any party the right all Company Properties subject to terminate, any of such Real Property Leases, in each case free and clear of all Liens of any nature whatsoever, except (A) those Liens set forth on Schedule 5.10(a) and (B) Permitted Exceptions. The Company Properties constitute all interests in real property currently used, occupied or could adversely affect currently held for use in connection with the business of the Company and the Subsidiaries and which are necessary for the continued operation of the business of the Company and the Subsidiaries as the business is currently conducted. All of the Company Properties and buildings, fixtures and Improvements thereon are, to the Knowledge of the Company’s or any , (i) in good operating condition, (ii) are free from material structural defects, and (iii) are suitable, sufficient and appropriate in all respects for their current and contemplated uses. The Company has delivered to Purchaser true, correct and complete copies of its Subsidiaries’ interest in (i) all deeds, title reports and title to surveys for the Owned Properties and (ii) the Real Property Leases, together with all amendments, modifications or supplements, if any, thereto. The Company Properties are not subject to any of leases, rights, options, subleases, licenses, occupancy agreements, concessions or other agreements or arrangements, written or oral, granting to any Person the right to purchase, or the right to use or occupy any such Company Property, except the Real Property Leases. No Real Property Lease is subject to termination, modification or acceleration as a result of the transactions contemplated hereby.

Real Property. (a) Section 4.19(a) of the Company Disclosure Letter sets forth a true, correct and complete list of all real property owned by the Company or any of the Company Entities (the “Owned Real Property”). Each of the Company or any of the Company Entities, as applicable, has good, valid and marketable fee simple title to the Owned Real Property subject only to Permitted Encumbrances and except as set forth on Section 4.19(a) of the Company Disclosure Letter, has not leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof. 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. True and complete copies of (i) all deeds, title insurance policies and surveys relating to the Owned Real Property and (ii) all documents evidencing all Liens upon the Owned Real Property shall be furnished to Parent pursuant to Section 6.2(a) hereof. There are no proceedings, claims, disputes or conditions affecting any Owned Real Property that might curtail or interfere with the use of such Owned Real Property. Neither the whole nor any portion of the Owned Real Property is subject to any governmental decree or order to be sold or is being condemned, expropriated or otherwise taken by any public authority with or without payment of compensation therefor, nor has any such condemnation, expropriation or taking been proposed. Neither the Company nor any of its Subsidiaries owns the Company Entities have received any real propertynotice of, or other writing referring to, any requirements or recommendations by any insurance company that has issued a policy covering any part of the Owned Real Property or by any board of fire underwriters or other body exercising similar functions, requiring or recommending any repairs or work to be done on any part of the Owned Real Property, which repair or work has not been completed. Schedule 3(y) contains a The Company and the Company Entities have obtained all appropriate certificates of occupancy, licenses, easements and rights of way, including proofs of dedication, required to use and operate the Owned Real Property in the manner in which the Owned Real Property is currently being used and operated. True and complete and correct list copies of all the real propertysuch certificates, facilities permits and fixtures that (ilicenses shall be furnished to Parent pursuant to Section 6.2(a) are leased or, in the case of fixtures, otherwise owned or possessed by the Company or any of its Subsidiaries, (ii) in connection with which the Company or any of its Subsidiaries has entered into an option agreement, participation agreement or acquisition agreement or (iii) the Company or any of its Subsidiaries has agreed to lease or otherwise acquire or may be obligated to lease or otherwise acquire in connection with the conduct of its business (collectively, including any of the foregoing acquired after the date of this Agreement, the “Real Property”), which list identifies all of the Real Property and specifies which hereof. Each of the Company and its Subsidiaries leases, owns or possesses each item of the Real Property. Schedule 3(y) also contains a complete and correct list of all leases and other agreements with respect to which the Company Entities has all approvals, permits and licenses (including any and all environmental permits and/or pharmacy licenses) necessary to own or any of its Subsidiaries is a party or otherwise bound or affected with respect to operate the Real Property, except master leases affiliated with any sub leases, easements, rights of way, access agreements, surface damage agreements, surface use agreements or similar agreements that pertain to Owned Real Property that is contained wholly within the boundaries of any leased Real Property otherwise described on Schedule 3(y) (the “Real Property Leases”). Except as set forth in Schedule 3(y)currently owned and operated, all of the Real Property Leases are valid and in full force and effect and are enforceable against all parties thereto. Except as set forth in Schedule 3(y), neither the Company nor any of its Subsidiaries nor, to the Company’s Knowledge, any other party thereto is in default in any material respect under any of such Real Property Leases and no event has occurred which with the giving of notice such approvals, permits or the passage of time or both would constitute a default underlicenses will be required, or otherwise give any party the right to terminate, any of such Real Property Leases, or could adversely affect the Company’s or any of its Subsidiaries’ interest in and title to the Real Property subject to any of such Real Property Leases. No Real Property Lease is subject to termination, modification or acceleration as a result of the transactions contemplated herebyTransactions, to be issued after the date hereof in order to permit the Company Entity that owns the Owned Real Property, following the Closing, to continue to own or operate the Owned Real Property in the same manner as heretofore. Deeds, title insurance policies, surveys relating to the Owned Real Property, all documents evidencing all Liens upon the Owned Real Property, certificates of occupancy, licenses, easements and rights of way, including proofs of dedication, required to use and operate the Owned Real Property are collectively referred to as the “Owned Real Property Materials”.

Real Property. (a) Section 3.16(a) of the Disclosure Letter sets forth a true, correct and complete list of all real property owned by the Company (the “Owned Real Properties”). The Company or one of its Subsidiaries has good and marketable title to each of the Owned Real Properties, free and clear of all Liens other than Liens (i) reflected on the financial statements of the Company, (ii) for current Taxes not yet past due and payable or delinquent, (iii) which are disclosed on the title insurance policies issued to the Company, true, correct and complete copies of which have been delivered to Parent, or (iv) which do not materially interfere with the Company’s use and enjoyment of the Owned Real Properties or materially detract from or diminish the value thereof. There are no purchase options, rights of first refusal or similar rights outstanding with respect to any of the Owned Real Properties. Neither the Company nor any of its Subsidiaries owns has received written notice of any real property. Schedule 3(y) contains a complete pending, and correct list to the Knowledge of all the real property, facilities and fixtures that (i) are leased or, in the case of fixtures, otherwise owned or possessed by the Company there is no threatened, condemnation or any of its Subsidiaries, (ii) in connection similar proceeding with which the Company or any of its Subsidiaries has entered into an option agreement, participation agreement or acquisition agreement or (iii) the Company or any of its Subsidiaries has agreed respect to lease or otherwise acquire or may be obligated to lease or otherwise acquire in connection with the conduct of its business (collectively, including any of the foregoing acquired after the date of this AgreementOwned Real Properties. The Company has heretofore delivered to Parent true, the “Real Property”), which list identifies all of the Real Property correct and specifies which of the Company and its Subsidiaries leases, owns or possesses each item of the Real Property. Schedule 3(y) also contains a complete and correct list copies of all material leases and other agreements with respect pursuant to which the Company or any of its Subsidiaries is leases all or a party or otherwise bound or affected with respect to the Real Property, except master leases affiliated with portion of any sub leases, easements, rights of way, access agreements, surface damage agreements, surface use agreements or similar agreements that pertain to Owned Real Property that to a third party. To the Knowledge of Company, each such lease is contained wholly within the boundaries of any leased Real Property otherwise described on Schedule 3(y) (the “Real Property Leases”). Except as set forth in Schedule 3(y)valid, all of the Real Property Leases are valid binding and in full force and effect effect, all rent and are enforceable against all parties thereto. Except as set forth in Schedule 3(y), neither other sums and charges payable to the Company nor any of or its Subsidiaries nor, to as landlords thereunder are current in all material respects. To the Knowledge of the Company’s Knowledge, any other party thereto is in no termination event or condition or uncured default in any of a material respect nature on the part of the Company or, if applicable, its Subsidiary or the tenant thereunder exists under any of such Real Property Leases and no event has occurred which with the giving of notice or the passage of time or both would constitute a default under, or otherwise give any party the right to terminate, any of such Real Property Leases, or could adversely affect the Company’s or any of its Subsidiaries’ interest in and title to the Real Property subject to any of such Real Property Leases. No Real Property Lease is subject to termination, modification or acceleration as a result of the transactions contemplated herebylease.

Real Property. The Parent and the Parent Subsidiaries have good and marketable (or indefeasible, in jurisdictions where the term "marketable" is not customarily used in such a context) title in fee simple to the real property purported to be owned by them, and, upon the exercise of any options to acquire real property optioned by Parent or any Parent Subsidiary, Parent or such Parent Subsidiary will have good and marketable (or indefeasible, in jurisdictions where the term "marketable" is not customarily used in such a context) title in fee simple to such optioned property, in each case free and clear of all liens, charges and encumbrances, except liens for Taxes not yet due and payable and such liens or other encumbrances as do not or will not materially interfere with the present use or intended use by Parent and the Parent Subsidiaries or materially affect the value of or the ability to market to customers the property affected thereby and which are not reasonably likely to have, individually or in the aggregate, a Parent Material Adverse Effect. Parent and the Parent Subsidiaries hold valid policies of title insurance issued by reputable title insurance companies on each parcel of real property owned by them in amounts equal to the purchase price paid by Parent or such Parent Subsidiary at the time of its acquisition thereof. Neither the Company Parent nor any Parent Subsidiary has given, nor have they received, any notice or information indicating that the facts set forth in any surveys or title insurance policies are untrue or incorrect in any material respect nor has Parent or any Parent Subsidiary received any notice that a breach or an event of its Subsidiaries owns default exists, and no condition or event has occurred that with the giving of notice, the lapse of time, or both would constitute a breach or event of default, by Parent or any Parent Subsidiary, or to the knowledge of Parent, any other person with respect to any material contracts, covenants, conditions and restrictions, deeds, deeds of trust, rights-of-way, easements, mortgages and other documents granting to Parent or any Parent Subsidiary title to or an interest in or otherwise affecting the real property which is material to the operation of the business of Parent and the Parent Subsidiaries, as presently conducted or intended to be conducted, except for such breach or event of default that is not reasonably likely to have, individually or in the aggregate, a Parent Material Adverse Effect. To the knowledge of Parent, no condemnation, eminent domain, or similar proceeding exists, is pending or threatened with respect to, or that could affect, any real property. Schedule 3(y) contains a complete and correct list of all the real property, facilities and fixtures that (i) are leased or, in the case of fixtures, otherwise property owned or possessed leased by the Company Parent or any of its Subsidiaries, (ii) in connection with which the Company Parent Subsidiary that is reasonably likely to have a Parent Material Adverse Effect. No developer-related charges or assessments for off-site improvements payable to any public authority or any of its Subsidiaries has entered into an option agreement, participation agreement other person for public improvements are unpaid (other than those reflected on the Parent Balance Sheet or acquisition agreement or (iii) the Company or any of its Subsidiaries has agreed to lease or otherwise acquire or may be obligated to lease or otherwise acquire in connection with the conduct of its business (collectively, including any of the foregoing acquired after incurred since the date of this Agreement, the “Real Property”Parent Balance Sheet in the ordinary course of Parent's business consistent with past practices), which list identifies except for charges or assessments that are reasonably likely to have, individually or in the aggregate, a Parent Material Adverse Effect. To the knowledge of Parent, there is no material impediment to obtaining any permits or governmental approvals required to develop lots or construct homes on undeveloped real property held by Parent or a Parent Subsidiary for such purpose (the "Parent Development Properties"), except for such as is not reasonably likely to have a Parent Material Adverse Effect. The Parent Development Properties have access to public streets, and are serviced (or will be serviced in accordance with "will serve letters" issued by the appropriate utility provider), in all of the Real Property material respects, by water, gas and specifies which of the Company and its Subsidiaries leases, owns or possesses each item of the Real Property. Schedule 3(y) also contains a complete and correct list of all leases electricity and other agreements with respect services that may be necessary to construct homes on such properties, and to the knowledge of Parent such utilities and other services are or will be adequate for the current and intended use of such property. All material leases pursuant to which the Company Parent or any of its Subsidiaries is a party Parent Subsidiary leases from others real or otherwise bound or affected with respect to the Real Property, except master leases affiliated with any sub leases, easements, rights of way, access agreements, surface damage agreements, surface use agreements or similar agreements that pertain to Real Property that is contained wholly within the boundaries of any leased Real Property otherwise described on Schedule 3(y) (the “Real Property Leases”). Except as set forth in Schedule 3(y), all of the Real Property Leases personal property are valid and in full force and effect and are enforceable against all parties thereto. Except as set forth in Schedule 3(y)no default or event of default by Parent or the Parent Subsidiaries has occurred thereunder, neither except where the Company nor any of its Subsidiaries nor, to the Company’s Knowledge, any other party thereto is in default in any material respect under any lack of such Real Property Leases validity and no event has occurred which with the giving of notice effectiveness or the passage of time or both would constitute a default under, or otherwise give any party the right to terminate, any existence of such Real Property Leasesdefaults or event of defaults is not reasonably likely to have, individually or could adversely affect in the Company’s or any of its Subsidiaries’ interest in and title to the Real Property subject to any of such Real Property Leases. No Real Property Lease is subject to terminationaggregate, modification or acceleration as a result of the transactions contemplated herebyParent Material Adverse Effect.

Real Property. Neither (a) Section 4.16(a) of the Company nor any of its Subsidiaries owns any real property. Disclosure Schedule 3(y) contains a complete and correct accurate list of all the real propertyproperty owned in whole or in part, facilities and fixtures that (i) are leased ordirectly or indirectly, in the case of fixtures, otherwise owned or possessed by the Company or its Subsidiaries (the "Owned Real Property"). The Company has good and marketable title in fee simple to all of the Owned Real Property, free and clear of all liens, encumbrances, charges, mortgages, judgments and hypothecations, whether recorded or unrecorded. None of the Owned Real Property is subject to any right or option of its Subsidiaries, (ii) any other Person to purchase or lease or otherwise obtain title to or an interest in connection with which such real property. No Person other than the Company or any of its Subsidiaries has entered into any right to use, occupy or lease any of the Owned Real Property or Leased Real Property (as defined in subsection (b) of this Section 4.16). Section 4.16(a) of the Company Disclosure Schedule contains an option agreementaccurate and complete list of all Owned Real Property leased in whole or in part by the Company as landlord. True and complete copies of all leases including all modification and amendments thereto listed in Section 4.16(a) of the Company Disclosure Schedule have been delivered to Parent and Liberty Media. All of the buildings, participation agreement improvements, structures and appurtenances situated on the Owned Real Property are owned by the Company or acquisition agreement one if its Subsidiaries and are in all material respects in good operating condition, normal wear and tear excepted. Except as set forth in Section 4.16(a) of the Company Disclosure Schedule, no condemnation proceeding or (iii) similar proceeding is pending or, to the best of the Company's knowledge, threatened that would preclude or impair the use of any such property or any improvement thereon by the Company or any of its Subsidiaries has agreed to lease for the purpose for which it is currently used. There is no material latent or otherwise acquire patent structural, mechanical or may be obligated to lease other significant defect, soil condition or otherwise acquire deficiency in connection with the conduct of its business (collectively, including any of the foregoing acquired after the date of this Agreement, the “Real Property”), which list identifies all improvements located on any of the Owned Real Property and specifies which of the Company and its Subsidiaries leases, owns or possesses each item of the Real Property. Schedule 3(y) also contains a complete and correct list of all leases and other agreements with respect to which the Company or any of its Subsidiaries is a party or otherwise bound or affected with respect to the Real Property, except master leases affiliated with any sub leases, easements, rights of way, access agreements, surface damage agreements, surface use agreements or similar agreements that pertain to Real Property that is contained wholly within the boundaries of any leased Real Property otherwise described on Schedule 3(y) (the “Real Property Leases”). Except as set forth in Schedule 3(y), all of the Real Property Leases are valid and in full force and effect and are enforceable against all parties thereto. Except as set forth in Schedule 3(y), neither the Company nor any of its Subsidiaries noror, to the Company’s Knowledge, any other party thereto is in default in any material respect under any best of such Real Property Leases and no event has occurred which with the giving of notice or the passage of time or both would constitute a default under, or otherwise give any party the right to terminate, any of such Real Property Leases, or could adversely affect the Company’s or any of its Subsidiaries’ interest in and title to 's knowledge, the Leased Real Property subject to any of such Real Property Leases. No Real Property Lease is subject to termination, modification or acceleration as a result of the transactions contemplated herebyProperty.

Real Property. Neither the Company nor any of its Subsidiaries owns does not own any real property. Part 2.9(b) of the Disclosure Schedule 3(y) contains sets forth the address of each parcel of Leased Real Property, and a true and complete and correct list of all Leases for each such Leased Real Property (including the real propertydate and name of the parties to such Lease document). Company has made available to Purchaser a true and complete copy of each such Lease document, facilities and fixtures that (i) are leased or, in the case of fixturesany oral Lease, otherwise owned or possessed by the Company or any of its Subsidiaries, (ii) in connection with which the Company or any of its Subsidiaries has entered into an option agreement, participation agreement or acquisition agreement or (iii) the Company or any of its Subsidiaries has agreed to lease or otherwise acquire or may be obligated to lease or otherwise acquire in connection with the conduct of its business (collectively, including any a written summary of the foregoing acquired after the date material terms of this Agreement, the “Real Property”), which list identifies all of the Real Property and specifies which of the Company and its Subsidiaries leases, owns or possesses each item of the Real Property. Schedule 3(y) also contains a complete and correct list of all leases and other agreements with respect to which the Company or any of its Subsidiaries is a party or otherwise bound or affected with respect to the Real Property, except master leases affiliated with any sub leases, easements, rights of way, access agreements, surface damage agreements, surface use agreements or similar agreements that pertain to Real Property that is contained wholly within the boundaries of any leased Real Property otherwise described on Schedule 3(y) (the “Real Property Leases”)such Lease. Except as set forth in Schedule 3(yPart 2.9(b) of the Disclosure Schedule, with respect to each of the Leases: (i) the transactions contemplated by this Agreement do not require the consent of any other party to such Lease (except for those Leases for which Lease Consents are obtained), all will not result in a breach of the Real Property Leases are valid or default under such Lease, and will not otherwise cause such Lease to cease to be legal, valid, binding, enforceable by Company in accordance with its terms and in full force and effect and on identical terms following the Merger I Effective Time; (ii) there are enforceable against all parties thereto. Except as set forth in Schedule 3(y), neither the no disputes with respect to such Lease; (iii) none of Company nor any of its Subsidiaries nor, or to the Company’s Knowledge, Knowledge any other party thereto to the Lease is in breach of or default in any material respect under any of such Real Property Leases Lease, and to Company’s Knowledge no event has occurred which or circumstance exists with respect to any other party to the Lease that, with the giving delivery of notice or notice, the passage of time or both both, would constitute such a default underbreach or default, or otherwise give any party permit the right to terminate, any of such Real Property Leases, or could adversely affect the Company’s or any of its Subsidiaries’ interest in and title to the Real Property subject to any of such Real Property Leases. No Real Property Lease is subject to termination, modification or acceleration as of rent under such Lease; (iv) no security deposit or portion thereof deposited with respect to such Lease has been applied in respect of a result breach of or default under such Lease that has not been redeposited in full; (v) the transactions contemplated herebyother lessor party to such Lease is not an Affiliate of, and otherwise does not have any economic interest in, Company; (vi) Company has not subleased, licensed or otherwise granted any Person the right to use or occupy the Leased Real Property or any portion thereof; (vii) Company has not collaterally assigned or granted any other Encumbrance in such Lease or any interest therein; and (viii) there are no Encumbrances on the estate or interest created by such Lease.

Real Property. Neither (a) Schedule 3.9(a) lists all real property owned by the Company nor any of its Subsidiaries owns any real property. Schedule 3(y) contains a complete and correct list of all Transferred Entities (the real propertyproperty so listed, facilities and fixtures that (i) are leased or, in the case of fixtures, otherwise owned or possessed by the Company or any of its Subsidiaries, (ii) in connection with which the Company or any of its Subsidiaries has entered into an option agreement, participation agreement or acquisition agreement or (iii) the Company or any of its Subsidiaries has agreed to lease or otherwise acquire or may be obligated to lease or otherwise acquire in connection together with the conduct of its business (collectively, including any of the foregoing acquired after the date of this AgreementTransferred Owned Real Property, the “Owned Real Property”), which list identifies all of the Real Property and specifies which of the Company and its Subsidiaries leases, owns or possesses each item of the Real Property. Schedule 3(y) also contains a complete and correct list of all leases and other agreements with respect to which the Company or any of its Subsidiaries is a party or otherwise bound or affected with respect to the Real Property, except master leases affiliated with any sub leases, easements, rights of way, access agreements, surface damage agreements, surface use agreements or similar agreements that pertain to Real Property that is contained wholly within the boundaries of any leased Real Property otherwise described on Schedule 3(y) (the “Real Property Leases”). Except as set forth in Schedule 3(y3.9(a), all as of the date of this Agreement, with respect to each Owned Real Property: (i) a Seller or Transferred Entity, as applicable, holds fee simple title or its equivalent to such Owned Real Property, free and clear of all Encumbrances, except Permitted Encumbrances, (ii) other than the right of Purchaser pursuant to this Agreement, there are no outstanding options, rights of first offer or rights of first refusal to purchase such Owned Real Property Leases or any portion thereof or interest therein, (iii) neither Sellers nor the Transferred Entities are valid a party to any agreement or option to purchase any real property or interest therein, (iv) to the Knowledge of Sellers, there is no material violation of any Law (including, without limitation, any building, planning or zoning law) relating to the applicable Owned Real Property or the use, operation or maintenance of the applicable Owned Real Property for the purpose of carrying on the Business presently conducted and none of the Owned Real Property, nor the use, operation or maintenance for the purpose of carrying on the Business as presently conducted encroaches on any property owned by any other Persons, (v) there are no condemnation proceedings, expropriation proceedings or eminent domain proceedings of any kind pending or, to the Knowledge of Sellers, threatened in full force writing against the Owned Real Property, (vi) no improvements on the Owned Real Property and effect none of the current uses and conditions thereof violate in any material respect any deed restrictions or other covenants, restrictions, agreements, existing site plan approvals, zoning or subdivision regulations or urban redevelopment plans as modified by any duly issued variances and (vii) there are enforceable no written or, to the Knowledge of Sellers, oral agreements, contracts, leases, warranties or other documents affecting the Owned Real Property that will, from and after the Closing, in any way be binding upon the Purchaser, the Transferred Entities or the Owned Real Property and create any material monetary or other material obligations to be borne by the Sellers or the Purchaser which will result in any material Encumbrance or claim against all parties theretothe Sellers or the Purchaser or the Owned Real Property other than those entered into in the ordinary course of business for the operation and maintenance of the Owned Real Property. Except as set forth in Schedule 3(y3.9(a), neither there is no real property owned by the Company nor any of its Subsidiaries nor, to Sellers and primarily used or held for use in the Company’s Knowledge, any other party thereto Business that is in default in any material respect under any of such not Owned Real Property Leases and no event has occurred which with the giving of notice or the passage of time or both would constitute a default under, or otherwise give any party the right to terminate, any of such Real Property Leases, or could adversely affect the Company’s or any of its Subsidiaries’ interest in and title to the Real Property subject to any of such Real Property Leases. No Real Property Lease is subject to termination, modification or acceleration as a result of the transactions contemplated herebyProperty.

Real Property. Neither the Company nor any of its Subsidiaries, nor, to the Company’s Knowledge, any of its Foreign Subsidiaries owns any real property. Schedule 3(y) contains a complete and correct list of all the real property, facilities and fixtures that (i) are leased or, in the case of fixtures, otherwise owned or possessed by the Company or any of its Subsidiaries, or, to the Company’s Knowledge, any of its Foreign Subsidiaries, (ii) in connection with which the Company or any of its Subsidiaries, or, to the Company’s Knowledge, any of its Foreign Subsidiaries has entered into an option agreement, participation agreement or acquisition agreement or (iii) the Company or any of its Subsidiaries, or, to the Company’s Knowledge, any of its Foreign Subsidiaries has agreed to lease or otherwise acquire or may be obligated to lease or otherwise acquire in connection with the conduct of its business (collectively, including any of the foregoing acquired after the date of this Agreement, the “Real Property”), which list identifies all of the Real Property and specifies which of the Company and its Subsidiaries, and, to the Company’s Knowledge, its Foreign Subsidiaries leases, owns or possesses each item of the Real Property. Schedule 3(y) also contains a complete and correct list of all leases and other agreements with respect to which the Company or any of its Subsidiaries, or, to the Company’s Knowledge, any of its Foreign Subsidiaries is a party or otherwise bound or affected with respect to the Real Property, except master leases affiliated with any sub leases, easements, rights of way, access agreements, surface damage agreements, surface use agreements or similar agreements that pertain to Real Property that is contained wholly within the boundaries of any leased Real Property otherwise described on Schedule 3(y) (the “Real Property Leases”). Except as set forth in Schedule 3(y), all of the Real Property Leases are valid and in full force and effect and are enforceable against all parties thereto. Except as set forth in Schedule 3(y), neither the Company nor any of its Subsidiaries, nor, to the Company’s Knowledge, any of its Foreign Subsidiaries nor, to the Company’s Knowledge, any other party thereto is in default in any material respect under any of such Real Property Leases and no event has occurred which with the giving of notice or the passage of time or both would constitute a default under, or otherwise give any party the right to terminate, any of such Real Property Leases, or could adversely affect the Company’s or any of its Subsidiaries’, or, to the Company’s Knowledge, any of its Foreign Subsidiaries’ interest in and title to the Real Property subject to any of such Real Property Leases. No Real Property Lease is subject to termination, modification or acceleration as a result of the transactions contemplated hereby.

Real Property. (a) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to the Company, the Company or a Consolidated Subsidiary of the Company owns fee simple title to, or has a valid leasehold interest in, each of the real properties reflected on the most recent balance sheet of the Company included in the Company SEC Reports and the Company Interim Financials and as Previously Disclosed (each, a “Company Property” and collectively, the “Company Properties”), which are all of the real estate properties owned or leased by them, free and clear of Liens, except (i) inchoate Liens imposed for construction work in progress (now or at any time prior to Closing) or otherwise incurred in the ordinary course of business, (ii) mechanics’, workmen’s and repairmen’s Liens (other than inchoate Liens for work in progress), and (iii) real estate Taxes, charges of any nature for public utility services and special assessments, none of which is delinquent. Neither the Company nor any Consolidated Subsidiary of its Subsidiaries owns Company has received written notice that it is currently in default under any real property. Schedule 3(y) contains a complete and correct list of all the real propertyProperty Agreement, facilities and fixtures Lease or REA other than such defaults that (i) are leased orwould not, individually or in the case of fixturesaggregate, otherwise owned or possessed by reasonably be expected to have a Material Adverse Effect with respect to the Company. In addition, neither the Company or any of its Subsidiaries, (ii) in connection with which the Company or any of its Subsidiaries has entered into an option agreement, participation agreement or acquisition agreement or (iii) the Company or any of its Subsidiaries has agreed to lease or otherwise acquire or may be obligated to lease or otherwise acquire in connection with the conduct of its business (collectively, including any of the foregoing acquired after the date of this Agreement, the “Real Property”), which list identifies all of the Real Property and specifies which Consolidated Subsidiary of the Company and its Subsidiaries leaseshas any knowledge of facts or circumstances that, owns or possesses each item of the Real Property. Schedule 3(y) also contains a complete and correct list of all leases and other agreements with respect to which the Company or any of its Subsidiaries is a party or otherwise bound or affected with respect to the Real Property, except master leases affiliated with any sub leases, easements, rights of way, access agreements, surface damage agreements, surface use agreements or similar agreements that pertain to Real Property that is contained wholly within the boundaries of any leased Real Property otherwise described on Schedule 3(y) (the “Real Property Leases”). Except as set forth in Schedule 3(y), all of the Real Property Leases are valid and in full force and effect and are enforceable against all parties thereto. Except as set forth in Schedule 3(y), neither the Company nor any of its Subsidiaries nor, to the Company’s Knowledge, any other party thereto is in default in any material respect under any of such Real Property Leases and no event has occurred which with the giving of notice or the passage of time or both both, would constitute a default underor event of default under any such Property Agreement, Lease or REA, either by the Company or a Consolidated Subsidiary of the Company that is a party thereto, or otherwise give by any party other parties to such Property Agreement, Lease or REA other than such defaults that would not, individually or in the right aggregate, reasonably be expected to terminate, any of such Real Property Leases, or could adversely affect have a Material Adverse Effect with respect to the Company’s or any of its Subsidiaries’ interest in and title to the Real Property subject to any of such Real Property Leases. No Real Property Lease is subject to termination, modification or acceleration as a result of the transactions contemplated hereby.

Real Property. Except for Permitted Encumbrances, the Company and its Subsidiaries have good and marketable title interests to all real property owned by them (“Owned Real Property”) or used in the conduct of their respective businesses as currently conducted (“Leased Real Property”) or reflected in the Interim Financial Statement, free and clear of all Encumbrances. The buildings and other structures located on the Owned Real Property are in operational condition, consistent with the age and prior use of such buildings and structures, and are supplied with utilities and other services necessary for the operation of the business as currently conducted at such facilities. Except as set forth in the Company Disclosure Schedule, there are no persons in possession of, or having a right to possession of, any part of the Owned Real Property other than the Company or its Subsidiary, as the case may be; and the Company is not a party to any contract, agreement or commitment to sell, convey, assign, transfer, provide rights of first refusal or other similar rights or otherwise dispose of any portion of the Owned Real Property. The owners of fee simple title to the Owned Real Property are set forth in the Company Disclosure Schedule. Neither the Company nor any Subsidiary has received any notice of its Subsidiaries owns any real propertyspecial Tax, levy or assessment for benefits or betterments that affects the Owned Real Property, and no such special Taxes, levies or assessments are in existence, pending or, to the Knowledge of the Company, contemplated. There is no structural defect or deficiency in the condition of the Owned Real Property, or any portion thereof, that would materially adversely impair the use, occupancy or operation of the Owned Real Property. No materials have been furnished to the Owned Real Property or any portion thereof the cost of which has not been fully paid or accrued, which might give rise to the filing of a mechanic’s, materialman’s or other Liens against such property or any portion thereof. All buildings and structures located on the Owned Real Property are located completely within the boundary lines of the Owned Real Property, and no buildings, structures or other improvements or appurtenances thereto owned by others encroach onto or under the Owned Real Property. The Owned Real Property abuts on and has adequate direct vehicular access to a public road and there is no pending or, to the Knowledge of the Company, threatened, termination of such access. The Company Disclosure Schedule 3(y) contains sets forth a complete and correct list of all the real property, facilities and fixtures that (i) are leased or, in the case of fixtures, otherwise owned or possessed by the Company or any of its Subsidiaries, (ii) in connection with which the Company or any of its Subsidiaries has entered into an option agreement, participation agreement or acquisition agreement or (iii) the Company or any of its Subsidiaries has agreed to lease or otherwise acquire or may be obligated to lease or otherwise acquire in connection with the conduct of its business (collectively, including any of the foregoing acquired after the date of this Agreement, the “Real Property”), which list identifies all of the Real Property and specifies which of the Company and its Subsidiaries leases, owns subleases, licenses or possesses each item of the Real Property. Schedule 3(y) also contains a complete and correct list of all leases and other similar agreements with respect to which the Company or any of its Subsidiaries Subsidiary is a party, which are for the use or occupancy of real estate owned by a third party and are used in the operation of the business of the Company or otherwise bound or affected with respect to the Real Property, except master leases affiliated with any sub leases, easements, rights of way, access agreements, surface damage agreements, surface use agreements or similar agreements that pertain to Real Property that is contained wholly within the boundaries of any leased Real Property otherwise described on Schedule 3(y) Subsidiary (the “Real Property Leases”). Except as set forth in Schedule 3(y) (accurate copies of which have previously been furnished to Purchaser), all in each case, setting forth: (i) the lessor and lessee thereof and the commencement date, term and renewal rights under each of the Real Property Leases are valid Leases; (ii) the street address or legal description of each property covered thereby; and (iii) a brief description (including approximate size and function) of the principal improvements and buildings thereon. Each Real Property Lease is legal, valid, binding, enforceable and in full force and effect against the Company or its Subsidiary, as the case may be, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors rights and remedies generally and equitable principles. With respect to each parcel of Leased Real Property: (i) all improvements, buildings and systems on any such parcel are in operational condition, consistent with the age and prior use of such buildings and structures, and are enforceable against all parties thereto. Except supplied with utilities and other services necessary for the operation of the business as set forth in Schedule 3(y), currently conducted at such facilities; (ii) neither the Company nor any Subsidiary has received any notice of its Subsidiaries norany special Tax, levy or assessment for benefits or betterments that affect any such parcel and, to the Knowledge of the Company’s Knowledge, any other party thereto no such special Taxes, levies or assessments are pending or contemplated; and (iii) each such parcel abuts on and has adequate direct vehicular access to a public road and there is in default in any material respect under any no pending or, to the Knowledge of the Company, threatened termination of such Real Property Leases and no event has occurred which access. None of the Permitted Encumbrances substantially interferes with the giving conduct of notice or the passage of time or both would constitute a default under, or otherwise give any party business as currently conducted by the right to terminate, any of such Real Property Leases, or could adversely affect the Company’s Company or any of its Subsidiaries’ interest in and title to the Real Property subject to any of such Real Property Leases. No Real Property Lease is subject to termination, modification or acceleration as a result of the transactions contemplated herebySubsidiary.

Real Property. Neither the Company nor any of its Subsidiaries owns Subsidiary owns, or has ever owned, any real property. Schedule 3(y3(p) annexed hereto contains a complete and correct accurate list of any real property lease binding the Company or any of the Subsidiaries or to which the Company or any of the Subsidiaries is a party (collectively, the "Leases") and all termination dates, renewal options and dates by which notice of renewal or cancellation, as applicable, must be given with respect to such Leases. Each such Lease is in full force and effect, and the real property, facilities and fixtures that (i) are leased orCompany or the Subsidiary party to such Lease has fully performed, in all respects material thereto, all of its obligations to be performed to date under such Lease. Except as disclosed on Schedule 3(p), the case Company or the Subsidiary party to each such Lease is current with respect to the payment of fixturesall rents and other charges due thereunder and their use and occupancy of the premises which are the subject matter of such Lease do not violate any of the terms of such Lease, otherwise owned is not in violation of the conditions of any policy of insurance held by the Company or possessed by any Subsidiary, and to the knowledge of Xxxxxxxx X. Xxxxxxxx (without special inquiry), is in conformity with all applicable building, zoning, health, fire, safety and other laws, ordinances, codes and regulations. To the knowledge of the Company or any of its Subsidiaries, (ii) all of the buildings, structures and appurtenances situated on any premises that is subject to any of the Leases are, and as of the Closing Date, will be, in connection with good operating condition and state of maintenance and repair and will be adequate and suitable for the purposes for which they are presently being or are intended to be used, and the Company or the Subsidiary party to such Lease has adequate rights of ingress and egress and utility services for the operation of its business in the ordinary course. To the knowledge of the Company or any of its Subsidiaries Subsidiaries, no lessor or landlord under any Lease is in default in the performance of its obligations thereunder and neither the Company nor any Subsidiary has entered into an received notice from any such lessor or landlord of its intention to exercise any option agreement, participation agreement thereunder which would adversely affect or acquisition agreement terminate the use or (iii) occupancy of the demised premises under such Lease by the Company or any of its Subsidiaries has agreed to lease or otherwise acquire or may be obligated to lease or otherwise acquire in connection with the conduct of its business (collectively, including any of the foregoing acquired after the date of this Agreement, the “Real Property”), which list identifies all of the Real Property and specifies which of the Company and its Subsidiaries leases, owns or possesses each item of the Real Property. Schedule 3(y) also contains a complete and correct list of all leases and other agreements with respect to which the Company or any of its Subsidiaries is a party or otherwise bound or affected with respect to the Real Property, except master leases affiliated with any sub leases, easements, rights of way, access agreements, surface damage agreements, surface use agreements or similar agreements that pertain to Real Property that is contained wholly within the boundaries of any leased Real Property otherwise described on Schedule 3(y) (the “Real Property Leases”)such Subsidiary. Except as set forth specifically disclosed in Schedule 3(y3(e), all of the Real Property Leases are valid and in full force and effect and are enforceable against all parties thereto. Except as set forth in Schedule 3(y), neither permit the Company nor any of its Subsidiaries nor, to the Company’s Knowledge, any other party thereto is in default in any material respect under any of such Real Property Leases and no event has occurred which with the giving of notice or the passage of time or both would constitute a default under, or otherwise give any party the right to terminate, any of such Real Property Leases, or could adversely affect the Company’s or any of its Subsidiaries’ interest in and title to the Real Property subject to any of such Real Property Leases. No Real Property Lease is subject to termination, modification or acceleration as a result consummation of the transactions Transactions contemplated herebyhereby without modification of the terms thereof and without the consent of the applicable lessor or landlord.

Real Property. The Company and the Company Subsidiaries have good and marketable (or indefeasible, in jurisdictions where the term "marketable" is not customarily used in such a context) title in fee simple to the real property purported to be owned by them, and, upon the exercise of any options to acquire real property optioned by the Company or any Company Subsidiary, the Company or such Company Subsidiary will have good and marketable (or indefeasible, in jurisdictions where the term "marketable" is not customarily used in such a context) title in fee simple to such optioned property, in each case free and clear of all liens, charges and encumbrances, except liens for Taxes not yet due and payable and such liens or other encumbrances as do not or will not materially interfere with the present use or intended use by the Company and the Company Subsidiaries or materially affect the value of or the ability to market to customers the property affected thereby and that are not reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect. Except as set forth in Section 3.18 of the Company Disclosure Schedule, the Company and the Company Subsidiaries hold valid policies of title insurance issued by reputable title insurance companies on each parcel of real property owned by them in amounts equal to the purchase price paid by the Company or such Company Subsidiary at the time of its acquisition thereof. Neither the Company nor any Company Subsidiary has given, nor have they received, any notice or information indicating that the facts set forth in any surveys or title insurance policies are untrue or incorrect in any material respect nor has the Company or any Company Subsidiary received any notice that a breach or an event of its Subsidiaries owns any real property. Schedule 3(y) contains default exists, and no condition or event has occurred that with the giving of notice, the lapse of time, or both would constitute a complete and correct list breach or event of all the real propertydefault, facilities and fixtures that (i) are leased or, in the case of fixtures, otherwise owned or possessed by the Company or any Company Subsidiary, or to the knowledge of its Subsidiariesthe Company, (ii) in connection any other person with which respect to any material contracts, covenants, conditions and restrictions, deeds, deeds of trust, rights-of-way, easements, mortgages and other documents granting to the Company or any Company Subsidiary title to or an interest in or otherwise affecting the real property which is material to the operation of its Subsidiaries has entered into an option agreementthe business of the Company and the Company Subsidiaries, participation agreement as presently conducted or acquisition agreement intended to be conducted, except for such breach or (iii) event of default that is not reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect. To the knowledge of the Company, no condemnation, eminent domain, or similar proceeding exists, is pending or threatened with respect to, or that could affect, any real property owned or leased by the Company or any of its Subsidiaries has agreed Company Subsidiary that is reasonably likely to lease have a Company Material Adverse Effect. No developer-related charges or otherwise acquire assessments for off-site improvements payable to any public authority or may be obligated to lease any other person for public improvements are unpaid (other than those reflected on the Company Balance Sheet or otherwise acquire in connection with the conduct of its business (collectively, including any of the foregoing acquired after incurred since the date of this Agreement, the “Real Property”Company Balance Sheet in the ordinary course of the Company's business consistent with past practices), which list identifies all except for charges or assessments as are not reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect. To the knowledge of the Real Property Company, there is no material impediment to obtaining any permits or governmental approvals required to develop lots or construct homes on undeveloped real property held by the Company or a Company Subsidiary for such purpose (the "Company Development Properties"), except for such as is not reasonably likely to have a Company Material Adverse Effect. The Company Development Properties have access to public streets, and specifies which are serviced (or will be serviced in accordance with "will serve letters" issued by the appropriate utility provider), in all material respects, by water, gas and electricity and other services that may be necessary to construct homes on such properties, and to the knowledge of the Company and its Subsidiaries leases, owns or possesses each item of the Real Property. Schedule 3(y) also contains a complete and correct list of all leases such utilities and other agreements with respect services are or will be adequate for the current and intended use of such property. All material leases pursuant to which the Company or any of its Subsidiaries is a party Company Subsidiary leases from others real or otherwise bound or affected with respect to the Real Property, except master leases affiliated with any sub leases, easements, rights of way, access agreements, surface damage agreements, surface use agreements or similar agreements that pertain to Real Property that is contained wholly within the boundaries of any leased Real Property otherwise described on Schedule 3(y) (the “Real Property Leases”). Except as set forth in Schedule 3(y), all of the Real Property Leases personal property are valid and in full force and effect and are enforceable against all parties thereto. Except as set forth in Schedule 3(y), neither no default or event of default by the Company nor any of its or the Company Subsidiaries norhas occurred thereunder, to except where the Company’s Knowledge, any other party thereto is in default in any material respect under any lack of such Real Property Leases validity and no event has occurred which with the giving of notice effectiveness or the passage of time or both would constitute a default under, or otherwise give any party the right to terminate, any existence of such Real Property Leasesdefaults or event of defaults is not reasonably likely to have, individually or could adversely affect in the Company’s or any of its Subsidiaries’ interest in and title to the Real Property subject to any of such Real Property Leases. No Real Property Lease is subject to terminationaggregate, modification or acceleration as a result of the transactions contemplated herebyCompany Material Adverse Effect.

Real Property. Neither Except as would not reasonably be expected to have, individually or in the aggregate, a Company nor Material Adverse Effect and with respect to clauses (a) and (b), except with respect to any of Company’s Oil and Gas Properties, (a) Company and its Subsidiaries owns any have good, valid and defensible title to all real property. Schedule 3(y) contains a complete and correct list of all the real property, facilities and fixtures that (i) are leased or, in the case of fixtures, otherwise property owned or possessed by the Company or any of its Subsidiaries, (ii) in connection with which the Company or any of its Subsidiaries (collectively, the “Company Owned Real Property”) and valid leasehold estates in all real property leased or subleased or otherwise occupied (whether as tenant, subtenant or pursuant to other occupancy arrangements) by Company or any Subsidiary of Company (collectively, including the improvements thereon, the “Company Material Leased Real Property”) free and clear of all Encumbrances and defects and imperfections, except Permitted Encumbrances, (b) each agreement under which Company or any Subsidiary of Company is the landlord, sublandlord, tenant, subtenant, or occupant with respect to the Company Material Leased Real Property (each, a “Company Material Real Property Lease”) 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 Company nor any of its Subsidiaries, or to the knowledge of Company, any other party thereto, has entered into an option agreementreceived written notice of any default by Company or its Subsidiaries under any Company Material Real Property Lease that remains uncured as of the date of this Agreement, participation agreement and (c) as of the date of this Agreement, to the knowledge of the Company, there does not exist any notice or acquisition agreement request from any Governmental Entity delivered to Company or (iii) the its Subsidiaries requiring any construction work or alterations to cure any violation of applicable Law by Company or any of its Subsidiaries has agreed to lease or otherwise acquire or may be obligated to lease or otherwise acquire in connection with the conduct that remains uncured as of its business (collectively, including any of the foregoing acquired after the date of this AgreementAgreement nor, the “Real Property”), which list identifies all of the Real Property and specifies which of the Company and its Subsidiaries leases, owns or possesses each item of the Real Property. Schedule 3(y) also contains a complete and correct list of all leases and other agreements with respect to which the Company or any of its Subsidiaries is a party or otherwise bound or affected with respect to the Real Property, except master leases affiliated with any sub leases, easements, rights of way, access agreements, surface damage agreements, surface use agreements or similar agreements that pertain to Real Property that is contained wholly within the boundaries of any leased Real Property otherwise described on Schedule 3(y) (the “Real Property Leases”). Except as set forth in Schedule 3(y), all of the Real Property Leases are valid and in full force and effect and are enforceable against all parties thereto. Except as set forth in Schedule 3(y), neither the Company nor any of its Subsidiaries norpending or, to the knowledge of Company, threatened, condemnation or eminent domain Proceedings that affect any of Company’s KnowledgeOil and Gas Properties, any other party thereto is in default in any material respect under any of such the Company Owned Real Property Leases and no event has occurred which with the giving of notice or the passage of time or both would constitute a default under, or otherwise give any party the right to terminate, any of such Company Material Leased Real Property Leases, or could adversely affect the Company’s or any of its Subsidiaries’ interest in and title to the Real Property subject to any of such Real Property Leases. No Real Property Lease is subject to termination, modification or acceleration as a result of the transactions contemplated herebyProperty.

Real Property. (a) Neither the Company nor any of its Subsidiaries owns Subsidiary has any ownership interest in any real property. Schedule 3(y3.16(a) contains of the Disclosure Schedule sets forth a true and complete and correct list of all real property of the real property, facilities Company and fixtures that (i) are the Subsidiaries which is leased or, in the case of fixtures, otherwise owned or possessed subleased by the Company or any of its Subsidiaries, the Subsidiaries (ii) in connection with which the Company such real property leased or any of its Subsidiaries has entered into an option agreement, participation agreement or acquisition agreement or (iii) the Company or any of its Subsidiaries has agreed subleased is herein referred to lease or otherwise acquire or may be obligated to lease or otherwise acquire in connection with the conduct of its business (collectively, including any of the foregoing acquired after the date of this Agreement, as the “Leased Real Property”), which list identifies all . The Company and the Subsidiaries have made available to Parent true and complete copies of each lease with respect to the Leased Real Property (each, a “Lease”), each sublease (including any amendments or modifications thereto) and specifies which of the Company and its Subsidiaries leases, owns or possesses each item of the Real Property. Schedule 3(y) also contains a complete and correct list of all leases and other agreements with respect material agreement to which the Company or any of its Subsidiaries a Subsidiary is a party or otherwise bound or affected with pertaining to the Leased Real Property. With respect to the Real Property, except master leases affiliated with any sub leases, easements, rights of way, access agreements, surface damage agreements, surface use agreements or similar agreements that pertain to Real Property that each Lease: (i) each is contained wholly within the boundaries of any leased Real Property otherwise described on Schedule 3(y) (the “Real Property Leases”). Except as set forth in Schedule 3(y), all of the Real Property Leases are valid and in full force and effect and there are enforceable against all parties no existing monetary defaults or material non-monetary defaults under any Lease by the Company or the 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. Except ; (iii) Since January 1, 2006, the Company’s and 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 in on Schedule 3(y)3.16(a) of the Disclosure Schedule, there are no leases, subleases, licenses, concessions or other agreements or arrangements granting to any third party or parties the right of use or occupancy of any portion of any Leased Real Property and neither the Company nor any of the Subsidiaries has assigned its Subsidiaries nor, to the Company’s Knowledge, any other party thereto is in default in any material respect interest under any of such Real Property Leases and no event has occurred which with the giving of notice Lease or the passage of time or both would constitute a default under, or otherwise give sublet any party the right to terminate, any of such Real Property Leases, or could adversely affect the Company’s or any of its Subsidiaries’ interest in and title to the Real Property subject to any of such Real Property Leases. No Real Property Lease is subject to termination, modification or acceleration as a result part of the transactions contemplated herebypremises covered thereby or exercised any right or option thereunder.

Real Property. The Company and the Company Subsidiaries have good and marketable (or indefeasible, in jurisdictions where the term "marketable" is not customarily used in such a context) title in fee simple to the real property purported to be owned by them, and, upon the exercise of any options to acquire real property optioned by the Company or any Company Subsidiary, the Company or such Company Subsidiary will have good and marketable (or indefeasible, in jurisdictions where the term "marketable" is not customarily used in such a context) title in fee simple to such optioned property, in each case free and clear of all liens, charges and encumbrances, except liens for Taxes not yet due and payable and such liens or other encumbrances as do not or will not materially interfere with the present use or intended use by the Company and the Company Subsidiaries or materially affect the value of or the ability to market to customers the property affected thereby and that are not reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect. Except as set forth in Section 3.18 of the Company Disclosure Schedule, the Company and the Company Subsidiaries hold valid policies of title insurance issued by reputable title insurance companies on each parcel of real property owned by them in amounts equal to the purchase price paid by the Company or such Company Subsidiary at the time of its acquisition thereof. Neither the Company nor any Company Subsidiary has given, nor have they received, any notice or information indicating that the facts set forth in any surveys or title insurance policies are untrue or incorrect in any material respect nor has the Company or any Company Subsidiary received any notice that a breach or an event of its Subsidiaries owns any real property. Schedule 3(y) contains default exists, and no condition or event has occurred that with the giving of notice, the lapse of time, or both would constitute a complete and correct list breach or event of all the real propertydefault, facilities and fixtures that (i) are leased or, in the case of fixtures, otherwise owned or possessed by the Company or any Company Subsidiary, or to the knowledge of its Subsidiariesthe Company, (ii) in connection any other person with which respect to any material contracts, covenants, conditions and restrictions, deeds, deeds of trust, rights-of-way, easements, mortgages and other documents granting to the Company or any Company Subsidiary title to or an interest in or otherwise affecting the real property which is material to the operation of its Subsidiaries has entered into an option agreementthe business of the Company and the Company Subsidiaries, participation agreement as presently conducted or acquisition agreement intended to be conducted, except for such breach or (iii) event of default that is not reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect. To the knowledge of the Company, no condemnation, eminent domain, or similar proceeding exists, is pending or threatened with respect to, or that could affect, any real property owned or leased by the Company or any of its Subsidiaries has agreed Company Subsidiary that is reasonably likely to lease have a Company Material Adverse Effect. No developer-related charges or otherwise acquire assessments for off-site improvements payable to any public authority or may be obligated to lease any other person for public improvements are unpaid (other than those reflected on the Company Balance Sheet or otherwise acquire in connection with the conduct of its business (collectively, including any of the foregoing acquired after incurred since the date of this Agreement, the “Real Property”Company Balance Sheet in the ordinary course of the Company's business consistent with past practices), which list identifies all except for charges or assessments as are not reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect. To the knowledge of the Real Property Company, there is no material impediment to obtaining any permits or governmental approvals required to develop lots or construct homes on undeveloped real property held by the Company or a Company Subsidiary for such purpose (the "COMPANY DEVELOPMENT PROPERTIES"), except for such as is not reasonably likely to have a Company Material Adverse Effect. The Company Development Properties have access to public streets, and specifies which are serviced (or will be serviced in accordance with "will serve letters" issued by the appropriate utility provider), in all material respects, by water, gas and electricity and other services that may be necessary to construct homes on such properties, and to the knowledge of the Company and its Subsidiaries leases, owns or possesses each item of the Real Property. Schedule 3(y) also contains a complete and correct list of all leases such utilities and other agreements with respect services are or will be adequate for the current and intended use of such property. All material leases pursuant to which the Company or any of its Subsidiaries is a party Company Subsidiary leases from others real or otherwise bound or affected with respect to the Real Property, except master leases affiliated with any sub leases, easements, rights of way, access agreements, surface damage agreements, surface use agreements or similar agreements that pertain to Real Property that is contained wholly within the boundaries of any leased Real Property otherwise described on Schedule 3(y) (the “Real Property Leases”). Except as set forth in Schedule 3(y), all of the Real Property Leases personal property are valid and in full force and effect and are enforceable against all parties thereto. Except as set forth in Schedule 3(y), neither no default or event of default by the Company nor any of its or the Company Subsidiaries norhas occurred thereunder, to except where the Company’s Knowledge, any other party thereto is in default in any material respect under any lack of such Real Property Leases validity and no event has occurred which with the giving of notice effectiveness or the passage of time or both would constitute a default under, or otherwise give any party the right to terminate, any existence of such Real Property Leasesdefaults or event of defaults is not reasonably likely to have, individually or could adversely affect in the Company’s or any of its Subsidiaries’ interest in and title to the Real Property subject to any of such Real Property Leases. No Real Property Lease is subject to terminationaggregate, modification or acceleration as a result of the transactions contemplated herebyCompany Material Adverse Effect.

Real Property. Neither the The Company nor any of its Subsidiaries owns has never owned any real property. The Company is not obligated or bound by any options, obligations or rights of first refusal or contractual rights to sell, lease or acquire any real property. The Company does not own any interest in real property, except for the leaseholds created under the real property leases, subleases, licenses and occupancy agreements identified in Section 4.21 of the Disclosure Schedule 3(y) contains (collectively, the “Lease Agreements” and each, a “Lease Agreement”). Section 4.21 of the Disclosure Schedule sets forth a complete and correct accurate list of all the real property, facilities and fixtures that (i) are all real property leased or, in the case of fixtures, otherwise owned or possessed by the Company or any of its Subsidiaries(the “Properties”), and (ii) in connection with which the amount of any deposit or other security or guarantee granted by the Company or any of its Subsidiaries has entered into an option agreement, participation agreement or acquisition agreement or (iii) the Company or any of its Subsidiaries has agreed to lease or otherwise acquire or may be obligated to lease or otherwise acquire in connection with the conduct Lease Agreements. The Company has not assigned, transferred or pledged any interest in any of the Lease Agreements. Neither the whole nor any part of the Properties is subject to any pending suit for condemnation or other taking by any Governmental Authority, and, to the Knowledge of the Company, no such condemnation or other taking is threatened or contemplated. There are no leases, subleases, licenses, or other agreements granting to any Person the right of use or occupancy of any portion of the Properties (except under the Lease Agreements). The Company currently occupies all of the Properties for the operation of its business (collectively, including pursuant to a valid and subsisting Lease Agreement. The Company does not owe any brokerage commissions or finders’ fees with respect to any such Properties nor would owe any such fees if any of the foregoing acquired after the date of this Lease Agreements related to such Properties were extended or renewed pursuant to any extension or renewal option continued in such Lease Agreement, the “Real Property”), which list identifies . The Company has performed all of the Real Property and specifies its obligations under any termination agreements pursuant to which of the Company and its Subsidiaries it has terminated any leases, owns subleases, licenses or possesses each item of the Real Property. Schedule 3(y) also contains a complete other occupancy agreements for real property that are no longer in effect and correct list of all leases and other agreements has no continuing liability with respect to which the Company or any of its Subsidiaries is a party or otherwise bound or affected with respect to the Real Property, except master leases affiliated with any sub leases, easements, rights of way, access such terminated agreements, surface damage agreements, surface use agreements or similar agreements that pertain to Real Property that is contained wholly within the boundaries of any leased Real Property otherwise described on Schedule 3(y) (the “Real Property Leases”). Except as set forth in Schedule 3(y), all All of the Real Property Leases Properties are valid in good operating condition and in full force repair and effect otherwise suitable for the conduct of the Business and are enforceable against all parties thereto. Except as set forth in Schedule 3(y), neither the Company nor any of its Subsidiaries norare, to the Company’s Knowledge, free from structural, physical and mechanical defects, are maintained in a manner consistent with standards generally followed with respect to similar properties in the jurisdictions in which the Properties are located and are sufficient for the conduct of the Business. The Company’s operations on the Properties do not violate any other party thereto is in default in any material respect under any of Lease Agreement, building code, zoning requirement or statute governing such Real Property Leases and no event has occurred which with the giving of notice Properties or the passage of time or both would constitute a default underoperations thereon, or otherwise give and any party the right to terminate, any of such Real Property Leases, or could adversely affect the Company’s or any of its Subsidiaries’ interest in and title to the Real Property subject to any of such Real Property Leases. No Real Property Lease non-violation is subject to termination, modification or acceleration as a result of the transactions contemplated herebynot dependent on so-called legal non-conforming use exceptions.

Real Property. The particulars of the real property set forth on SCHEDULE 3.19 attached hereto (the "REAL PROPERTY") are true and correct in all respects and the Company and each Subsidiary have good and marketable title to their respective Real Property free from Encumbrances and other adverse rights. The Real Property comprises all the real property owned, used or occupied by the Company and each Subsidiary in connection with their respective businesses and neither the Company nor any Subsidiary has ever owned any interest in any other real property other than the Real Property. There is no violation of any Law (including, without limitation, any building, planning, zoning law or environmental law) or any covenants, stipulations or conditions relating to any of the Real Property and the Company and each Subsidiary are in peaceful and undisturbed possession of each parcel of Real Property. There are no contractual or legal restrictions that preclude or restrict in any material manner the ability to use any of the Real Property in the manner in which they are currently being used and the Real Property has all rights and easements reasonably necessary for their use and enjoyment for the purposes of the Business. Neither the Company nor any Subsidiary is leasing or subleasing and has not leased or sublet any parcel or any portion of any parcel of Real Property to any other Person, nor has the Company or any Subsidiary assigned its Subsidiaries owns interest under any real propertylease or sublease for any leased Real Property to any third party. Schedule 3(y) contains a complete There are no outstanding material disputes with any Person relating to the Real Property or its use and correct list of all the real property, facilities and fixtures that (i) are leased or, in the case of fixtures, otherwise owned no notices have been given or possessed received by the Company or any of its Subsidiaries, (ii) in connection with Subsidiary which would adversely affect the Company or any of its Subsidiaries has entered into an option agreement, participation agreement or acquisition agreement or (iii) the Company or any of its Subsidiaries has agreed to lease or otherwise acquire or may be obligated to lease or otherwise acquire in connection with the conduct of its business (collectively, including any of the foregoing acquired after the date of this Agreement, the “Real Property”), which list identifies all of the Real Property use and specifies which of the Company and its Subsidiaries leases, owns or possesses each item enjoyment of the Real Property. Schedule 3(y) also contains a complete and correct list of all leases and other agreements with respect to which the Company or any of its Subsidiaries is a party or otherwise bound or affected with respect to the Real Property, except master leases affiliated with any sub leases, easements, rights of way, access agreements, surface damage agreements, surface use agreements or similar agreements that pertain to Real Property that is contained wholly within the boundaries of any leased Real Property otherwise described on Schedule 3(y) (the “Real Property Leases”). Except as set forth in Schedule 3(y), all of the Real Property Leases are valid and in full force and effect and are enforceable against all parties thereto. Except as set forth in Schedule 3(y), neither the Company nor any of its Subsidiaries nor, to the Company’s Knowledge, any other party thereto is in default in any material respect under any of such Real Property Leases and no event has occurred which with the giving of notice or the passage of time or both would constitute a default under, or otherwise give any party the right to terminate, any of such Real Property Leases, or could adversely affect the Company’s or any of its Subsidiaries’ interest in and title to the Real Property subject to any of such Real Property Leases. No Real Property Lease is subject to termination, modification or acceleration as a result of the transactions contemplated hereby.

Real Property. (a) Neither of the Company nor any of its Subsidiaries Sellers owns any real property. Schedule 3(y) contains 4.8 sets forth a complete list, as of the date hereof, of the address of each parcel of real property leased, subleased, licensed or otherwise occupied by either of the Sellers, including all buildings and correct list other structures or improvements located thereon and all easements, licenses, rights, and appurtenances of the Sellers in connection therewith (the “Leased Facilities”). The Leased Facilities constitute all of the real property, facilities and fixtures that (i) are leased or, in the case of fixtures, otherwise owned property used or possessed required by the Company or any of its Subsidiaries, (ii) in connection with which the Company or any of its Subsidiaries has entered into an option agreement, participation agreement or acquisition agreement or (iii) the Company or any of its Subsidiaries has agreed to lease or otherwise acquire or may be obligated to lease or otherwise acquire Seller in connection with the conduct operation of its business the Business as currently conducted. The Seller has: (i) a valid leasehold interest in all Leased Facilities, free and clear of all Liens except for the Permitted Liens; (ii) made available to the Buyer true and complete copies of each lease, sublease, license or occupancy agreement underlying the Leased Facilities, including all amendments, modifications, renewals and extensions thereto or assignments thereof (each a “Lease” and collectively, including the “Leases”), as set forth on Schedule 4.8; (iii) complied in all material respects with the terms of all Leases to which it is a party; (iv) peaceful and undisturbed possession of the Leased Facilities in all material respects; (v) not assigned, subleased, licensed or granted any Person the right to use or occupy any of the foregoing acquired after Leased Facilities or any portion thereof; and (vi) not collaterally assigned or granted any other security interest in the date Leases or any interest thereunder. Other than the rights of Buyer under this Agreement, the “Real Property”), which list identifies all of the Real Property and specifies which of the Company and its Subsidiaries leases, owns or possesses each item of the Real Property. Schedule 3(y) also contains a complete and correct list of all leases and other agreements with respect to which the Company or any of its Subsidiaries is a party or otherwise bound or affected with respect to the Real Property, except master leases affiliated with any sub leases, easementsthere are no outstanding options, rights of wayfirst offer or rights of first refusal to lease the Leased Facilities or any portion thereof. No option, access agreements, surface damage agreements, surface use agreements extension or similar agreements that pertain to Real Property that is contained wholly within the boundaries of any leased Real Property otherwise described on Schedule 3(y) (the “Real Property Leases”). Except as set forth in Schedule 3(y), all of the Real Property Leases are valid and in full force and effect and are enforceable against all parties thereto. Except as set forth in Schedule 3(y), neither the Company nor any of its Subsidiaries nor, to the Company’s Knowledge, any other party thereto is in default in any material respect renewal has been exercised under any Leases except options, extensions or renewals whose exercise has been evidenced by a written document, a true and complete copy of such Real Property Leases and no event which has occurred which been made available to Buyer with the giving of notice or the passage of time or both would constitute a default under, or otherwise give any party the right to terminate, any of such Real Property Leases, or could adversely affect the Company’s or any of its Subsidiaries’ interest in and title to the Real Property subject to any of such Real Property Leases. No Real Property Lease is subject to termination, modification or acceleration as a result of the transactions contemplated herebycorresponding Lease.

Real Property. Neither the Company nor (i) Each Contract under which such Party or any of its Subsidiaries owns any real property. Schedule 3(y) contains a complete and correct list of all is the real propertylandlord, facilities and fixtures that sublandlord, tenant, subtenant or occupant (i) are leased oreach, in the case of fixtures, otherwise owned or possessed by 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 (iiwhether as tenant, subtenant or pursuant to other occupancy arrangements) by such Party or any of its Subsidiaries (collectively, including the improvements thereon, in connection with which 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 has entered into an option agreementparty thereto in accordance with its terms. Neither such Party nor any of its Subsidiaries is currently subleasing, participation agreement licensing or acquisition agreement otherwise granting any person the right to use or (iii) occupy a material portion of the Company Leased Real Property (in the 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 case of the Company) or under any Parent Real Property Lease (in the case of Parent) or, to the Knowledge of such Party, by any other party thereto, and no event has agreed to lease or otherwise acquire or may be obligated to lease or otherwise acquire in connection occurred that with the conduct 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 business (collectivelySubsidiaries or, including to the Knowledge of such Party, by any other party thereto. As of the foregoing acquired after the date of this Agreement, the “Real Property”), which list identifies all of the Real Property and specifies which of the Company and its Subsidiaries leases, owns or possesses each item of the Real Property. Schedule 3(y) also contains a complete and correct list of all leases and other agreements with respect to which the Company or any of its Subsidiaries is a party or otherwise bound or affected with respect to the Real Property, except master leases affiliated with any sub leases, easements, rights of way, access agreements, surface damage agreements, surface use agreements or similar agreements that pertain to Real Property that is contained wholly within the boundaries of any leased Real Property otherwise described on Schedule 3(y) (the “Real Property Leases”). Except as set forth in Schedule 3(y), all of the Real Property Leases are valid and in full force and effect and are enforceable against all parties thereto. Except as set forth in Schedule 3(y), neither the Company such Party nor any of its Subsidiaries norhas received any written notice of termination or cancelation, and to the Company’s KnowledgeKnowledge of such Party, any other party thereto no termination or cancelation is in default in any material respect threatened, under any of such Real Property Leases and no event has occurred which with the giving of notice or the passage of time or both would constitute a default under, or otherwise give any party the right to terminate, any of such Real Property Leases, or could adversely affect the Company’s or any of its Subsidiaries’ interest in and title to the Real Property subject to any of such Real Property Leases. No Company Real Property Lease is subject to termination, modification or acceleration as a result (in the case of the transactions contemplated herebyCompany) or under any Parent Real Property Lease (in the case of Parent).

Real Property. Neither the Company nor any Schedule 2.1(b) sets forth a list and -------------- description of its Subsidiaries owns any real property. Schedule 3(y) contains a all Leased Real Property, and is true, complete and correct list of accurate in all the real property, facilities and fixtures that (i) are leased or, in the case of fixtures, otherwise respects. There is no Owned Real Property owned or possessed used by the Company or any of its Subsidiaries, (ii) in connection with which the Company or any of its Subsidiaries has entered into an option agreement, participation agreement or acquisition agreement or (iii) the Company or any of its Subsidiaries has agreed to lease or otherwise acquire or may be obligated to lease or otherwise acquire Seller in connection with the conduct of its business (collectivelyBusiness. Seller is holding, or shall hold at Closing, the leasehold interests to all Leased Real Property, including any Leased Real Property hereafter acquired, in each case free and clear of any Liens, except for Permitted Liens. At the Closing, Seller shall have and shall transfer to Buyer its leasehold interests in and to all Leased Real Property, free and clear of any and all Liens (except for Permitted Liens). There are not pending or, to the best of Seller's knowledge, threatened, any condemnation actions or special assessments or any pending proceedings for changes in the zoning with respect to such Real Property or any part thereof and Seller has not received any notice of the foregoing acquired after desire of any public authority or other entity to take or use any Real Property or any part thereof. To Seller's knowledge, there is no material defect in any of the date of this Agreement, the “Real Property”), which list identifies all of structures on the Real Property which would interfere with the current use of such structures or Buyer's ability to utilize such structures in substantially the same manner in which they are currently used by Seller. Each parcel of Real Property has access to all public roads, utilities, and specifies which other services necessary for the operation of the Company relevant System with respect to such parcel and its Subsidiaries leasesexcept for the absence of various easements, owns apartment access agreements and/or commercial service agreements permitting Seller to locate cable on real property owned by third parties which individually or possesses each item in the aggregate does not and will not have a material adverse effect on any of the Assets, the operation of any System or the financial condition or business of any System, Seller has complied with or otherwise resolved to the satisfaction of the relevant Government Authority, all notices or orders to correct violations of Legal Requirements issued by any Governmental Authority having jurisdiction against or affecting any of the Real Property. Schedule 3(y) also contains a complete and correct list of all All leases and other agreements with respect subleases pursuant to which the Company or any of its Subsidiaries is a party or otherwise bound or affected with respect to the Real Property, except master leases affiliated with any sub leases, easements, rights of way, access agreements, surface damage agreements, surface use agreements or similar agreements that pertain to Real Property that is contained wholly within the boundaries of any leased Real Property otherwise described on Schedule 3(y) (the “Real Property Leases”). Except as set forth in Schedule 3(y), all of the Real Property Leases is occupied or used are valid and in full force and effect and are enforceable against all parties thereto. Except as set forth on Schedule 2.1(b) and such leases and subleases are valid, subsisting, -------------- binding and enforceable in Schedule 3(y), neither the Company nor any accordance with their respective terms and there are no existing defaults thereunder or events that with notice or lapse of its Subsidiaries time or both would constitute defaults thereunder. Seller has not nor, to the Company’s Knowledgebest of Seller's knowledge, has any other party thereto is in default to any contract, lease or sublease relating to any Leased Real Property given or received notice of termination, and, to the best of Seller's knowledge, subject to the receipt of any Required Consents, the consummation of the transactions contemplated by this Agreement will not result in any material respect under any such termination. Subject to the receipt of such Real Property Leases and no event has occurred which Required Consents, Seller is not nor will it be, as a result of the transactions contemplated by this Agreement, with the giving of notice or the passage of time or both would constitute a default underboth, in breach of any provision of any contract, lease or otherwise give sublease relating to any party Real Property. All easements, rights-of-way and other rights which are necessary for Seller's current use of any Real Property are valid and in full force and effect, and Seller has not received any notice with respect to the right to terminate, termination or breach of any of such Real Property Leaseseasements, rights-of-way or could adversely affect the Company’s or any of its Subsidiaries’ interest in and title to the Real Property subject to any of such Real Property Leases. No Real Property Lease is subject to termination, modification or acceleration as a result of the transactions contemplated herebyother similar rights.

Real Property. Neither (a) Section 4.9(a) of the Company nor any of its Subsidiaries owns any real property. Disclosure Schedule 3(y) contains a includes an accurate and complete and correct list of all the real property, facilities and fixtures that property (iother than leasehold interests) are leased or, in the case of fixtures, otherwise owned or possessed by the Company or any of its Subsidiaries, (ii) in connection with which the Company or any of its Subsidiaries has entered into an option agreement, participation agreement or acquisition agreement or (iii) the Company or any of its Subsidiaries has agreed to lease or otherwise acquire or may be obligated to lease or otherwise acquire in connection with the conduct of its business (collectively, including any of the foregoing Companies or Company Subsidiaries at any time since February 1, 2016, or to the Knowledge of Companies owned at time before that date, including the common address and legal description thereof as set forth in the relevant deed pursuant to which such Company or such Company Subsidiary acquired after the date of this Agreement, title to each owned real property (the “Owned Real Property”), which list identifies all of the Real Property . The Companies and specifies which of the Company Subsidiaries have fee simple title, free and its Subsidiaries leases, owns or possesses each item of the Real Property. Schedule 3(y) also contains a complete and correct list clear of all leases and Liens, other agreements with respect than Permitted Liens, to which the Company or any of its Subsidiaries is a party or otherwise bound or affected with respect to the such Owned Real Property, except master leases affiliated with and the Companies and the Company Subsidiaries have not leased or otherwise granted to any sub leases, easements, rights of way, access agreements, surface damage agreements, surface use agreements person or similar agreements that pertain entity the right to occupy the Owned Real Property that is contained wholly within the boundaries of or any leased Real Property otherwise described on Schedule 3(y) (the “Real Property Leases”). Except portion thereof, except as set forth in Schedule 3(y), all Section 4.9(a) of the Company Disclosure Schedule. Neither the Companies nor the Company Subsidiaries have received written, or to the Knowledge of the Companies oral, notice of any condemnation or other proceeding in eminent domain affecting any parcel of Owned Real Property Leases or any portion thereof. Neither the Companies nor the Company Subsidiaries have received written, or to the Knowledge of the Companies oral, notice of the actual or pending imposition of any assessment against the Owned Real Property for public improvements. Neither the Companies nor the Company Subsidiaries have received written, or to the Knowledge of the Companies oral, notice from any Person within the past three (3) years of any default or breach under any covenant, condition, restriction, right of way, easement or license affecting the Owned Real Property, or any portion thereof, that remains uncured. Any easements and rights-of-way that serve the Owned Real Property are valid and enforceable, in full force and effect and are enforceable against all parties thereto. Except as set forth in Schedule 3(y), neither the Company nor any of its Subsidiaries nor, to the Company’s Knowledge, any other party thereto is in default in any material respect under any of such Real Property Leases and no event has occurred which with the giving of notice or the passage of time or both would constitute a default under, or otherwise give any party the right to terminate, any of such Real Property Leases, or could adversely affect the Company’s or any of its Subsidiaries’ interest in and title to the Real Property not subject to any prior Liens (other than Permitted Liens) that could result in a forfeiture thereof. All applicable permits, licenses and other evidences of such compliance that are required for the occupancy, operation and use of the Owned Real Property Leases. No Real Property Lease is subject to termination, modification or acceleration as a result of the transactions contemplated herebyhave been obtained and complied with.

Real Property. Neither (a) Section 6.12 of the Company nor any Disclosure Schedules sets forth the address and description of its Subsidiaries owns any real propertyeach parcel of Owned Real Property and Leased Real Property. Schedule 3(y) contains a complete With respect to each parcel of Owned Real Property, and correct list of all the real property, facilities and fixtures that except for Permitted Encumbrances: (i) are leased or, in the case of fixtures, otherwise owned or possessed by the Company or any of its Subsidiaries, (ii) in connection with which the Company or any one of its Subsidiaries has entered into an option agreementgood and marketable fee simple title, participation agreement or acquisition agreement or (iii) the Company or any of its Subsidiaries has agreed to lease or otherwise acquire or may be obligated to lease or otherwise acquire in connection with the conduct of its business (collectively, including any of the foregoing acquired after the date of this Agreement, the “Real Property”), which list identifies all of the Real Property free and specifies which of the Company and its Subsidiaries leases, owns or possesses each item of the Real Property. Schedule 3(y) also contains a complete and correct list clear of all leases and other agreements with respect to which Liens; (ii) during the Company or any of its Subsidiaries is a party or otherwise bound or affected with respect to the Real Property, except master leases affiliated with any sub leases, easements, rights of way, access agreements, surface damage agreements, surface use agreements or similar agreements that pertain to Real Property that is contained wholly within the boundaries of any leased Real Property otherwise described on Schedule 3(y) (the “Real Property Leases”). Except as set forth in Schedule 3(y), all of the Real Property Leases are valid and in full force and effect and are enforceable against all parties thereto. Except as set forth in Schedule 3(y)last twelve months, neither the Company nor any of its Subsidiaries norhas 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 or rights of first refusal to purchase such Owned Real Property or any portion thereof or interest therein; (iv) there are no pending or, to the Company’s KnowledgeKnowledge of Sellers, any threatened condemnation or expropriation proceedings, lawsuits or administrative actions relating to the Owned Real Property or other party thereto is in default legal matters affecting adversely, in any material respect under any of such respect, the current use, occupancy or value thereof; (v) the Owned Real Property Leases and no event has occurred which received all Permits required in connection with the giving occupation or operation thereof as presently occupied and operated and has been operated and maintained in accordance with applicable Laws, except for such Permits that, the failure to obtain, would not reasonably be expected to, individually or in the aggregate have a Material Adverse Effect; (vi) there are no material improvements necessary to use any Owned Real Property to conduct the business of notice the Company and its Subsidiaries as it is currently being conducted; (vii) there are no leases, subleases, licenses, concessions or the passage of time other agreements, written or both would constitute a default underoral, or otherwise give granting to any party or parties the right to terminate, of use or occupancy of any portion of such the Owned Real Property; and (viii) all Owned Real Property Leases, or could adversely affect is supplied with utilities and other services necessary for the Company’s or any of its Subsidiaries’ interest in and title to the Real Property subject to any of such Real Property Leases. No Real Property Lease is subject to termination, modification or acceleration as a result operation of the transactions contemplated herebyfacilities thereon, including gas, electricity, water, telephone, sanitary sewer and storm sewer, all of which services are adequate to conduct the business of the Company and its Subsidiaries as it is currently being conducted.

Real Property. Neither the Company nor any of its Subsidiaries owns any real property. (a) Schedule 3(y) contains 4.12 sets forth a complete and correct list of all the real property, facilities and fixtures that (i) all real property and interests in real property owned in fee by the Company and its Subsidiaries (individually, an "Owned Property" and collectively, the "Owned Properties"), and (ii) all real property and interests in real property leased, subleased, assigned or otherwise used or occupied by the Company and its Subsidiaries (individually, a "Leased Property" and collectively the "Leased Properties," and the Leased Properties together with the Owned Properties, being referred to herein individually as a "Company Property" and collectively as the "Company Properties"). The Company or its Subsidiaries have good and marketable fee simple title to all Owned Properties and all buildings, structures and other improvements located thereon, free and clear of all Liens of any nature whatsoever except the Permitted Exceptions (as defined in Section 9.1). The Company Properties constitute all interests in real property currently used or currently held for use in connection with the business of the Company and its Subsidiaries and which are leased ornecessary for the continued operation of the business of the Company and its Subsidiaries as the business is currently conducted. The Company or any Subsidiary, in as the case may be, has a valid and enforceable and binding leasehold interest to each of fixturesthe Leased Properties pursuant to the leases, otherwise owned subleases, assignments or possessed other agreements listed on and attached as exhibits to Schedule 4.12 (the "Real Property Leases"), subject to applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights 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 to the Seller's best knowledge, (i) there is no default under any of the Real Property Leases by the Company or any Subsidiary, (ii) there is no default or threatened default by any other party thereto and (iii) no event has occurred that with the lapse of time or the giving of notice, or both, would constitute a default by any party thereunder. All rent and other sums and charges payable by the Company or any of its SubsidiariesSubsidiaries as tenant thereunder are current. The Real Property Leases have not been modified or amended except as set forth on Schedule 4.12. All of the Company Properties, (ii) in connection with which buildings, structures, fixtures and improvements thereon owned or leased by the Company or any Subsidiary are in good operating condition, maintenance and repair (subject to normal wear and tear) and, to the Seller's best knowledge, there are no defects with respect thereto which would impair the day-to-day use of its Subsidiaries has entered into an option agreement, participation agreement or acquisition agreement or (iii) any the Company Properties and the buildings, structures, fixtures or improvements located thereon or which would subject the Company, or any of its Subsidiaries has agreed Subsidiary or the Seller to lease or otherwise acquire or may be obligated to lease or otherwise acquire in connection with the conduct of its business any liability under applicable Law (collectivelyexcept Environmental Law, which is covered by Section 4.19), including any of the foregoing acquired after the date of this Agreement, the “Real Property”), which list identifies all of the Real Property and specifies which of the Company and its Subsidiaries leases, owns restoration or possesses each item of the Real Property. Schedule 3(y) also contains a complete and correct list of all leases and other agreements with respect to which the Company or any of its Subsidiaries is a party or otherwise bound or affected with respect to the Real Property, except master leases affiliated with any sub leases, easements, rights of way, access agreements, surface damage agreements, surface use agreements or similar agreements that pertain to Real Property that is contained wholly within the boundaries repair obligation effective upon termination of any leased Real Property otherwise described on Schedule 3(y) (the “Real Property Leases”). Except as set forth in Schedule 3(y), all of the Real Property Leases are valid and in full force and effect and are enforceable against all parties thereto. Except as set forth in Schedule 3(y), neither the Company nor any of its Subsidiaries nor, to the Company’s Knowledge, any other party thereto is in default in any material respect under any of such Real Property Leases and no event has occurred which with the giving of notice or the passage of time or both would constitute a default under, or otherwise give any party the right to terminate, any of such Real Property Leases, or could adversely affect except as set forth on Schedule 4.12. To the Company’s or any of its Subsidiaries’ interest in Seller's best knowledge, all buildings, structures, fixtures and title improvements located on the Company Properties are supplied with sufficient utilities necessary to operate the Real Property subject to any of such Real Property Leases. No Real Property Lease is subject to termination, modification or acceleration business as a result currently conducted at each of the transactions contemplated herebyCompany Properties.

Real Property. Neither the Company nor any of its Subsidiaries owns any real property. Schedule 3(y3(cc) contains a complete and correct list of all the real property; facilities; and oil, facilities gas and fixtures other related activities exploration, development and operation rights, accesses, working interests and participation interests that (i) are leased or, in the case of fixtures, or otherwise owned or possessed by the Company or any of its Subsidiaries, (ii) in connection with which the Company or any of its Subsidiaries has entered into an option agreement, participation agreement or acquisition and drilling agreement or (iii) the Company or any of its Subsidiaries has agreed (or has an option) to lease or otherwise acquire or may be obligated to lease or otherwise acquire in connection with the conduct of its business (collectively, including any of the foregoing acquired after the date of this Agreement, the “Real Property”), which list identifies all of the Real Property and specifies which of the Company and its Subsidiaries leases, owns or possesses each item of the Real Property. Schedule 3(y3(cc) also contains a complete and correct list list, along with a summary of material terms, of all leases and other agreements with respect to which the Company or any of its Subsidiaries is a party or otherwise bound or affected with respect to the Real Property, except master leases affiliated with any sub leases, easements, rights of way, access agreements, surface damage agreements, surface use agreements or similar agreements that pertain to Real Property that is contained wholly within the boundaries of any leased Real Property otherwise described on Schedule 3(y) (the “Real Property Leases”). Except as set forth in Schedule 3(y3(cc), the Company or its Subsidiaries is the sole legal and equitable owner of a leasehold interest in all of the Real Property, and possesses good and marketable, indefeasible title thereto, free and clear of all Liens and other matters affecting title to such leasehold that could impair the ability of the Company or its Subsidiaries to realize the benefits of the rights provided to it under the Real Property Leases. All of the Real Property Leases are valid and in full force and effect and are enforceable against all parties thereto. Except as set forth in Schedule 3(y), the Company or its Subsidiaries and neither the Company nor any of its Subsidiaries nor, to the Company’s Knowledge, any other party thereto is in default in any material respect under any of such Real Property Leases and no event has occurred which with the giving of notice or the passage of time or both would could constitute a default under, or otherwise give any party the right to terminate, any of such Real Property Leases, or could adversely affect the Company’s or any of its Subsidiaries’ Subsidiaries interest in and title to the Real Property subject to any of such Real Property Leases. No Except as set forth in Schedule 3(cc), no Real Property Lease is subject to termination, modification or acceleration as a result of the transactions contemplated herebyhereby or by the other Transaction Documents. All of the Real Property Leases will remain in full force and effect upon, and permit, the consummation of the transactions contemplated hereby or by the other Transaction Documents. There are no pending or, to the knowledge of the Company, threatened condemnation, eminent domain or similar proceedings, or litigation or other proceedings affecting the Real Property, or any portion or portions thereof. To the knowledge of the Company, there are no pending or threatened requests, applications or proceedings to alter or restrict any zoning or other use restrictions applicable to the Real Property that would interfere with the conduct of the Company’s business.

Real Property. Neither the Company nor any of its Subsidiaries owns any real property. Schedule 3(y) contains a complete and correct list of all the real property, facilities and fixtures that (i) are leased or, in the case of fixtures, otherwise owned or possessed by the Company or any of its Subsidiaries, (ii) in connection with which the Company or any of its Subsidiaries has entered into an option agreement, participation agreement or acquisition agreement or (iii) the Company or any of its Subsidiaries has agreed to lease or otherwise acquire or may be obligated to lease or otherwise acquire in connection with the conduct of its business (collectively, including any of the foregoing acquired after the date of this Agreement, the “Real Property”), which list identifies all of the Real Property and specifies which 3.14 of the Company and its Subsidiaries leases, owns or possesses Disclosure Schedules lists each item of the Real Property. Schedule 3(y) also contains a complete and correct list of all leases and other agreements with respect to which the Company or any of its Subsidiaries is a party or otherwise bound or affected with respect to the Real Property, except master leases affiliated with any sub leases, easements, rights of way, access agreements, surface damage agreements, surface use agreements or similar agreements that pertain to Real Property that is contained wholly within the boundaries of any leased Real Property otherwise described on Schedule 3(y) (the “Real Property Leases”). Except as set forth in Schedule 3(y), all of the Real Property Leases and each Leased Real Property, including the street address of each parcel of Leased Real Property and the identity of the lessor, lessee and current occupant (if different from lessee) of each such parcel of Leased Real Property. The Company has delivered to Acquiror true and complete copies of all Real Property Leases and all amendments thereto. The Leased Real Property is all of the real property used and/or occupied by the Company and its Subsidiaries. The Company or its Subsidiaries have a valid leasehold estate in all Leased Real Property, free and clear of all Encumbrances, other than Permitted Encumbrances and any such exceptions that would not interfere with the current use of the Leased Real Property. All Real Property Leases are valid and in full force and effect and are enforceable against all parties thereto. Except as set forth in Schedule 3(y)effect, neither the Company nor any of its Subsidiaries norhas received any written notice of a breach or default by the Company or any of its Subsidiaries thereunder, nor has the Company or any of its Subsidiaries delivered notices to a landlord of any default by the landlord under any Leased Real Property, and to the Knowledge of the Company’s Knowledge, any other party thereto is in default in any material respect under any of such Real Property Leases and no event has occurred which with the giving of that, without notice or the passage with lapse of time or both both, would constitute a breach or default under, or otherwise give any party by the right to terminate, any of such Real Property Leases, or could adversely affect the Company’s Company or any of its Subsidiaries’ interest in and title to Subsidiaries thereunder. None of the Leased Real Property subject to has been leased, subleased or licensed by the Company or any of such Real Property Leasesits Subsidiaries to third parties. No Real Property Lease is subject to termination, modification or acceleration as a result To the Knowledge of the transactions contemplated herebyCompany, no claim has been asserted against the Company or any of its Subsidiaries adverse to its rights in the Leased Real Property.

Real Property. Neither Except for those matters as have not had and would not reasonably be expected to have, individually or in the Company nor aggregate, a Parent Material Adverse Effect, (a) Parent and its Subsidiaries have good, valid and marketable title to all the real property owned by Parent and its Subsidiaries (collectively, the “Parent Owned Real Property”) and valid leasehold estates in all of the real property leased or subleased by Parent and any of its Subsidiaries owns any real property. Schedule 3(y) contains a complete and correct list of all the real property, facilities and fixtures that (i) are leased or, in the case of fixtures, otherwise owned or possessed by the Company or any of its Subsidiaries, (ii) in connection with which the Company or any of its Subsidiaries has entered into an option agreement, participation agreement or acquisition agreement or (iii) the Company or any of its Subsidiaries has agreed to lease or otherwise acquire or may be obligated to lease or otherwise acquire in connection with the conduct of its business (collectively, including any of the foregoing acquired after the date of this Agreement, the “Parent Leased Real Property”)) (whether as tenant, which list identifies subtenant or pursuant to other occupancy arrangements) by Parent or any Subsidiaries free and clear of all Encumbrances in all material respects, except Permitted Encumbrances, (b) to the knowledge of Parent, there are no pending disputes related to the Real Property and specifies which of the Company and its Subsidiaries leases, owns or possesses each item of the Parent Owned Real Property. Schedule 3(y, (c) also contains a complete and correct list of all leases and other agreements with respect to each agreement under which the Company Parent or any of its Subsidiaries is a party the landlord, sublandlord, tenant, subtenant, or otherwise bound or affected occupant with respect to the Real Property, except master leases affiliated with any sub leases, easements, rights of way, access agreements, surface damage agreements, surface use agreements or similar agreements that pertain to Parent Leased Real Property that is contained wholly within the boundaries of any leased (each, a “Parent Real Property otherwise described on Schedule 3(yLease”) (the “Real Property Leases”). Except as set forth in Schedule 3(y), all of the Real Property Leases are valid and is in full force and effect and are is valid and enforceable against all Parent or such Subsidiary and, to the knowledge of Parent, the other parties thereto. Except , in accordance with its terms, subject, as set forth in Schedule 3(y)to enforceability, to Creditors’ Rights, and neither the Company Parent nor any of its Subsidiaries norSubsidiaries, or to the Company’s Knowledgeknowledge of Parent, any other party thereto is in thereto, has received written notice of any default in any material respect under any of such Parent Real Property Leases Lease and to the knowledge of Parent as of the date of this Agreement no event has occurred facts or circumstances exist which with the giving of notice or the passage of time or both and/or notice would constitute a default underunder any Parent Real Property Lease, (d) there is no pending or, to the knowledge of Parent, threatened, condemnation or otherwise give any party the right to terminate, eminent domain Proceedings that affect any of such the Parent Owned Real Property Leasesor the Parent Leased Real Property, or could adversely affect (e) the CompanyParent Owned Real Property and the Parent Leased Real Property is in good order, condition and repair and is reasonably sufficient for Parent’s or any of its Subsidiaries’ interest in business as currently conducted and title (f) to the knowledge of Parent, the Parent Owned Real Property subject to any of such and the Parent Leased Real Property Leases. No Real Property Lease is subject to termination, modification or acceleration as a result of the transactions contemplated herebycomply in all material respects with all applicable Laws.

Real Property. Neither 5.11.1. SCHEDULE 5.11.1 contains a brief description of (a) each parcel of real property owned by an Acquired Company (the "Owned Real Property") (showing the record title holder, legal description and the street address commonly used when describing the Owned Real Property and such other information as is contained thereon) and (b) each option held by an Acquired Company nor any of its Subsidiaries owns to acquire any real property. Schedule 3(y) contains a complete and correct list of all the real property, facilities and fixtures that (i) are leased or, in the case of fixtures, otherwise owned or possessed by the Company or any of its Subsidiaries, (ii) in connection with which the Company or any of its Subsidiaries has entered into an option agreement, participation agreement or acquisition agreement or (iii) the Company or any of its Subsidiaries has agreed to lease or otherwise acquire or may be obligated to lease or otherwise acquire in connection with the conduct of its business (collectively, including any of the foregoing acquired after the date of this Agreement, the “Real Property”), which list identifies all of the Real Property and specifies which of the Company and its Subsidiaries leases, owns or possesses each item of the Real Property. Schedule 3(y) also contains a complete and correct list of all leases and other agreements with respect to which the Company or any of its Subsidiaries is a party or otherwise bound or affected with respect to the Real Property, except master leases affiliated with any sub leases, easements, rights of way, access agreements, surface damage agreements, surface use agreements or similar agreements that pertain to Real Property that is contained wholly within the boundaries of any leased Real Property otherwise described on Schedule 3(y) (the “Real Property Leases”). Except as set forth in Schedule 3(y)SCHEDULE 5.11.1, each Acquired Company has title in fee simple to all of the Owned Real Property Leases are valid held of record by such Acquired Company and to all buildings, structures and other improvements thereon, in full force each case free and effect and are enforceable against clear of all parties theretoEncumbrances, except for Permitted Encumbrances. Except as set forth on SCHEDULE 5.11.1, each Acquired Company has fulfilled and performed all its obligations in Schedule 3(y)all material respects, neither and all obligations binding upon any Owned Real Property, under each of the Encumbrances to which any Owned Real Property is subject, and no Acquired Company nor is in breach or default under, or in violation of or noncompliance with, any such Encumbrances where such breach, default, violation or non-compliance would materially impair the marketability of its Subsidiaries noror materially detract from the value of or materially impair the existing or substantially similar use of, the Owned Real Property affected thereby, and to the Company’s KnowledgeKnowledge of Seller, any other party thereto is in default in any material respect under any of such Real Property Leases and no event has occurred which and no condition or state of facts exists which, with the passage of time or the giving of notice or the passage of time or both both, would constitute such a breach, default, violation or noncompliance. Except as set forth on SCHEDULE 5.11.1, each Owned Real Property has received all material Governmental Authorizations required in connection with the operation thereof and has been operated and maintained in all material respects in accordance with all Legal Requirements and, to the Knowledge of Seller, all Zoning Legal Requirements. The consummation of the Contemplated Transactions will not result in any material breach or material violation of, material default under or noncompliance with, or any forfeiture or impairment of any material rights under, any Encumbrance to which any Owned Real Property is subject, or otherwise give require any party consent, approval or act of, or the right to terminatemaking of any filing with, any Person party to or benefited by or possessing the power or authority to exercise rights or remedies under or with respect to any such Encumbrance. To the Knowledge of such Seller, all public utilities currently utilized at each Owned Real Property Leasesgive adequate service to the Owned Real Property, or could adversely affect and, except as set forth in SCHEDULE 5.11.1, the Company’s Owned Real Property has unlimited access to and from publicly dedicated streets, the responsibility for maintenance of which has been accepted by the appropriate Governmental Body. Complete and correct copies of the following documents, to the extent in Seller's or any Acquired Company's possession, have heretofore been delivered by Seller to Buyer: deeds, instruments evidencing Encumbrances, commitments for the issuance of its Subsidiaries’ interest title insurance, title opinions, surveys, appraisals, and policies of title insurance currently in and title to the Real Property subject to any of such Real Property Leases. No Real Property Lease is subject to termination, modification or acceleration as a result of the transactions contemplated herebyforce.

Real Property. Neither With respect to the real property leased or subleased by the Company or the Subsidiary: (i) 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. Schedule 3(yproperty occupied pursuant to the Leases, free and clear of all Liens other than Permitted Liens; (v) 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 22 of the Company Disclosure Letter contains a complete and correct list accurate list, as of all the real property, facilities and fixtures that (i) are leased or, in the case of fixtures, otherwise owned or possessed by the Company or any of its Subsidiaries, (ii) in connection with which the Company or any of its Subsidiaries has entered into an option agreement, participation agreement or acquisition agreement or (iii) the Company or any of its Subsidiaries has agreed to lease or otherwise acquire or may be obligated to lease or otherwise acquire in connection with the conduct of its business (collectively, including any of the foregoing acquired after the date of this Agreement, of all Leases. Neither the “Real Property”), which list identifies all Company nor the Subsidiary have assigned any of the Real Property and specifies which Leases or sublet, licensed or otherwise granted any Person the right or option to use or occupy the real property leased or subleased by the Company or the Subsidiary pursuant to the Leases, or any portion thereof, except as set forth on Section 22 of the Company and its Subsidiaries leases, owns or possesses each item of the Real PropertyDisclosure Letter. Schedule 3(y) also contains a complete and correct list of all leases and other agreements with respect to which the Company or any of its Subsidiaries is a party or otherwise bound or affected with respect to the Real Property, except master leases affiliated with any sub leases, easements, rights of way, access agreements, surface damage agreements, surface use agreements or similar agreements that pertain to Real Property that is contained wholly within the boundaries of any leased Real Property otherwise described on Schedule 3(y) (the “Real Property Leases”). Except as set forth in Schedule 3(y), all of the Real Property Leases are valid and in full force and effect and are enforceable against all parties thereto. Except as set forth in Schedule 3(y), neither Neither the Company nor the Subsidiary own or have ever owned any of its Subsidiaries nor, to the Company’s Knowledge, any other party thereto is in default in any material respect under any of such Real Property Leases and no event has occurred which with the giving of notice or the passage of time or both would constitute a default under, or otherwise give any party the right to terminate, any of such Real Property Leases, or could adversely affect the Company’s or any of its Subsidiaries’ interest in and title to the Real Property subject to any of such Real Property Leases. No Real Property Lease is subject to termination, modification or acceleration as a result of the transactions contemplated herebyreal property.

Real Property. Neither the Company nor any of its Subsidiaries owns any real property. Schedule 3(y3(bb) contains a complete and correct list of all the real property; leasehold interests; fee interests; oil, facilities gas and fixtures other mineral drilling, exploration and development rights; royalty, overriding royalty, and other payments out of or pursuant to production; other rights in and to oil, gas and other minerals, including contractual rights to production, concessions, net profits interests, working interests and participation interests (including all Hydrocarbon Property (as defined in the Mortgages (as defined in the Securities Purchase Agreement))); any other contractual rights for the acquisition or earning of any of such interests in the real property; facilities; fixtures; equipment that (i) are leased or, in the case of fixtures, or otherwise owned or possessed by the Company or any of its the Subsidiaries, (ii) in connection with which the Company or any of its the Subsidiaries has entered into an option agreement, participation agreement or acquisition and drilling agreement or (iii) the Company or any of its the Subsidiaries has agreed to lease or otherwise acquire or may be obligated to lease or otherwise acquire in connection with the conduct of its business (collectively, including any of the foregoing acquired after the date of this Agreement, the “Real Property”), which list identifies all of the Real Property and specifies which of the Company and its or the Subsidiaries leases, owns or possesses each item of the Real PropertyProperties or will do so upon consummation of the Purchases. Schedule 3(y3(bb) also contains a complete and correct list of all leases and other agreements with respect to which the Company or any of its the Subsidiaries is a party or otherwise bound or affected with respect to the Real Property, except master leases affiliated with any sub leases, easements, rights of way, access agreements, surface damage agreements, surface use agreements or similar agreements that pertain to Real Property that is contained wholly within the boundaries of any owned or leased Real Property otherwise described on Schedule 3(y3(bb) (the “Real Property Leases”). Except as set forth on Schedule 3(bb), the Company or one of the Subsidiaries is the legal and equitable owner of a leasehold interest in all of the Real Property, and possesses good, marketable and defensible title thereto, free and clear of all Liens (other than Permitted Liens) and other matters affecting title to such leasehold that could impair the ability of the Company or the Subsidiaries to realize the benefits of the rights provided to any of them under the Real Property Leases. Except as set forth on Schedule 3(y3(bb), all of the Real Property Leases are valid and in full force and effect and are enforceable against all parties thereto. Except as set forth in on Schedule 3(y3(bb), neither the Company nor any of its the Subsidiaries nor, to the Company’s Knowledge, any other party thereto is in default in any material respect under any of such Real Property Leases and no event has occurred which with the giving of notice or the passage of time or both would could constitute a default under, or otherwise give any party the right to terminate, any of such Real Property Leases, or could adversely affect the Company’s or any of its the Subsidiaries’ interest in and title to the Real Property subject to any of such Real Property Leases. No Real Property Lease is subject to termination, modification or acceleration as a result of the transactions contemplated herebyhereby or by the other Transaction Agreements. Except as set forth on Schedule 3(bb), all of the Real Property Leases will remain in full force and effect upon, and permit, the consummation of the transactions contemplated hereby (including the granting of leasehold mortgages). The Real Property is permitted for its present uses under applicable zoning laws, is permitted conforming structures and complies with all applicable building codes, ordinances and other similar Laws. Except as set forth on Schedule 3(bb), there are no pending or threatened condemnation, eminent domain or similar proceedings, or litigation or other proceedings affecting the Real Property, or any portion or portions thereof. Except as set forth on Schedule 3(bb), there are no pending or threatened requests, applications or proceedings to alter or restrict any zoning or other use restrictions applicable to the Real Property that would interfere with the conduct of the Company’s or any of the Subsidiaries’ business as conducted or proposed to be conducted (including as described to Buyers) at the time this representation is made. Except as set forth on Schedule 3(bb), there are no restrictions applicable to the Real Property that would interfere with the Company’s or any Subsidiary’s making an assignment or granting of a leasehold or other mortgage to Sonterra Buyers as contemplated by the Security Documents, including any requirement under any Real Property Leases requiring the consent of, or notice to, any lessor of any such Real Property. Except as set forth on Schedule 3(bb), all of the Real Property is located in the State of Texas. Except as set forth on Schedule 3(bb), all of the xxxxx on the Real Property have been drilled and completed at legal locations within the boundaries of the appropriate Real Property Lease; and no such well is subject to penalties on allowables after the date hereof because of any overproduction or violation of applicable laws, rules, regulations, permits or judgments, orders or decrees of any court or governmental body or agency which would prevent such well from being entitled to its full legal and regular allowance from and after the date hereof as prescribed by any court or Governmental Entity. Except as set forth on Schedule 3(bb), there are no joint operating agreements applicable to the Real Property. Neither the Company nor any of the Subsidiaries will be obligated, as of the Closing Date or thereafter, including by virtue of a prepayment arrangement, make-up right under a production sales contract containing a “take or pay” or similar provision, production payment, buydowns, buyouts, or any other arrangement, (i) to deliver hydrocarbons, or proceeds from the sale thereof, attributable to any of the Real Property at some future time without then or thereafter receiving the full contract price therefore, or (ii) to deliver oil or gas (or cash in lieu thereof) from the Real Property to other owners of interests as a result of past production by any such owner, the Company or the Subsidiaries or any of their respective predecessors in excess of the share to which it was entitled with respect to such Real Property. Except as set forth on Schedule 3(bb), no Person has any call upon, option to purchase or similar right to obtain production from the portion of the Real Property. To the Company’s Knowledge, the Real Property Leases will by their terms remain in effect for at least as long as oil, gas or other minerals are produced in paying quantities or they are otherwise maintained by operations. For purposes of this Agreement, “Sonterra Buyers” means the “Buyers” as defined in the Securities Purchase Agreement.

Real Property. Neither Except as set forth in Section 2.15 of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries owns or has owned any real propertyproperty since March 1, 2005. Section 2.15 of the Company Disclosure Schedule 3(y) contains a complete and correct accurate list as of all the real property, facilities and fixtures that (i) are leased or, in the case of fixtures, otherwise owned or possessed by the Company or any of its Subsidiaries, (ii) in connection with which the Company or any of its Subsidiaries has entered into an option agreement, participation agreement or acquisition agreement or (iii) the Company or any of its Subsidiaries has agreed to lease or otherwise acquire or may be obligated to lease or otherwise acquire in connection with the conduct of its business (collectively, including any of the foregoing acquired after the date of this Agreement, the “Real Property”), which list identifies Agreement of all of the Real Property and specifies which of the Company and its Subsidiaries leases, owns subleases or possesses each item of the Real Property. Schedule 3(y) also contains a complete and correct list of all leases and other agreements with respect similar arrangements pursuant to which the Company or any of its Subsidiaries is a party or otherwise bound or affected with respect to the Real Property, except master leases affiliated with any sub leases, easements, rights of way, access agreements, surface damage agreements, surface use agreements or similar agreements that pertain to Real Property that is contained wholly within the boundaries of any leased Real Property otherwise described on Schedule 3(y) interest in real property (the “Real Property Leases”“). Except True, correct and complete copies of the Leases have been provided to Parent prior to the date of this Agreement. The Company or a Subsidiary of the Company has valid leasehold interests in all of its leased properties, free and clear of all Liens (except for Permitted Liens and all other title exceptions, defects, encumbrances and other matters, whether or not of record, which do not materially affect the continued use of the property for the purposes for which the property is currently being used by the Company or a Subsidiary of the Company as set forth of the date of this Agreement). The Leases constitute the valid and binding obligations of the Company or its Subsidiaries, as applicable, as tenants, enforceable in Schedule 3(y)accordance with their terms, subject to the Bankruptcy and Equity Exception. To the knowledge of the Company, no condemnation or similar proceeding has been commenced or threatened against the real property subject to the Leases. To the knowledge of the Company, none of the real property subject to the Leases has been materially damaged or destroyed, and the real property subject to the Leases, together with all fixtures and improvements thereon, are in good working order and condition. The Company and its Subsidiaries that are the applicable tenants under the Leases (i) are not in material breach under Leases to which they are parties, and to their knowledge, the landlords are not in material breach under the Leases to which they are parties, (ii) have not prepaid any rents or other amounts payable under the Leases more than 30 days in advance, and have not paid any security deposits and (iii) have obtained all necessary material certificates, permits, licenses and other approvals, governmental and otherwise, necessary for the use, occupancy and operation of the leased premises and the conduct of their business (including certificates of completion and certificates of occupancy) and all required zoning, building code, land use and other similar permits or approvals, all of the Real Property Leases which are valid and in full force and effect and are enforceable against all parties thereto. Except as set forth in Schedule 3(y), neither of the Company nor any date of its Subsidiaries northis Agreement and, to the Company’s Knowledge, any other party thereto is in default in any material respect under any knowledge of such Real Property Leases and no event has occurred which with the giving of notice or the passage of time or both would constitute a default under, or otherwise give any party the right to terminate, any of such Real Property Leases, or could adversely affect the Company’s or any of its Subsidiaries’ interest in and title to the Real Property , not subject to any of such Real Property Leases. No Real Property Lease is subject to terminationrevocation, modification suspension, forfeiture or acceleration as a result of the transactions contemplated herebymodification.

Real Property. Neither (i) The Company or a Subsidiary thereof has good, marketable and insurable fee simple title or leasehold title (as applicable) to each of the Properties, in each case, free and clear of all Liens, except such as do not, individually or in the aggregate, materially affect the value of such Property and do not materially interfere with the use made and proposed to be made of such Property by the Company or its Subsidiaries; (ii) neither the Company nor any of its Subsidiaries owns any real property. Schedule 3(yproperty other than the Properties; (iii) contains a complete each of the Properties is supplied with utilities and correct list other services sufficient for their continued operation as they are now being operated, and are, to the Knowledge of all the Company, in working order sufficient for their normal operation in the manner currently being operated and without any material structural defects other than as may be disclosed in any physical condition reports that have been made available to the Purchaser prior to the date hereof; (iv) to the Knowledge of the Company, each of the Properties has sufficient access to and from publicly dedicated streets for its current use and operation, without any constraints that materially interfere with the normal use, occupancy and operation thereof; (v) each of the ground leases and subleases of real property, facilities and fixtures that (i) are leased orif any, in material to the case of fixtures, otherwise owned or possessed by the Company or any of its Subsidiaries, (ii) in connection with which the Company or any of its Subsidiaries has entered into an option agreement, participation agreement or acquisition agreement or (iii) the Company or any of its Subsidiaries has agreed to lease or otherwise acquire or may be obligated to lease or otherwise acquire in connection with the conduct of its business (collectively, including any of the foregoing acquired after the date of this Agreement, the “Real Property”), which list identifies all of the Real Property and specifies which of the Company and its Subsidiaries leasesSubsidiaries, owns or possesses each item of the Real Property. Schedule 3(y) also contains a complete and correct list of all leases and other agreements with respect to under which the Company or any of and its Subsidiaries hold properties described in the SEC Documents, is a party or otherwise bound or affected with respect to the Real Property, except master leases affiliated with any sub leases, easements, rights of way, access agreements, surface damage agreements, surface use agreements or similar agreements that pertain to Real Property that is contained wholly within the boundaries of any leased Real Property otherwise described on Schedule 3(y) (the “Real Property Leases”). Except as set forth in Schedule 3(y), all of the Real Property Leases are valid and in full force and effect effect, with such exceptions as are not material and are enforceable against all parties thereto. Except as set forth in Schedule 3(y)do not materially interfere with the use made or proposed to be made of such real property by the Company and its Subsidiaries, and neither the Company nor any of its Subsidiaries nor, has any notice of any material claim of any sort that has been asserted by any ground lessor or sublessor under a ground lease or sublease threatening the rights of the Company or its Subsidiaries to the Company’s Knowledgecontinued possession of the leased or subleased premises under any such ground lease or sublease; (vi) all Liens on any of the Properties and the assets of the Company or its Subsidiaries that are required to be disclosed in the SEC Documents are disclosed therein; (vii) there are no unexpired option to purchase agreements, rights of first refusal or first offer or any other party thereto is in default in any material respect under any of such Real Property Leases and no event has occurred which with the giving of notice or the passage of time or both would constitute a default under, rights to purchase or otherwise give acquire any party the right to terminate, Property or any of such Real Property Leases, or could adversely portion thereof that would materially affect the Company’s ’s, or any of its Subsidiaries’ interest in and title Subsidiary’s, ownership, ground lease or right to the Real use a Property subject to a lease; (viii) each of the Properties complies with all applicable codes, laws and regulations (including, without limitation, building and zoning codes, laws and regulations and laws relating to access to the Properties), except for such failures to comply that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect; and (ix) the Company does not have Knowledge of any pending or threatened condemnation proceedings, zoning change or other proceeding or action that would materially affect the use or value of any of such Real Property Leases. No Real Property Lease is subject to termination, modification or acceleration as a result of the transactions contemplated herebyProperties.

Real Property. Neither None of the Company nor any MLIM Business Entities, or, in connection with the MLIM Business, MLIM Parent and the Controlled Affiliates of its Subsidiaries MLIM Parent owns any real propertyproperty or any interest therein. Schedule 3(y) contains a complete and correct list of all the real property, facilities and fixtures that 3.12 identifies (i) are all material office locations in which any MLIM Business Entity is occupying space that is leased or, in the case by MLIM Parent or an Affiliate of fixtures, otherwise owned or possessed by the Company or any of its SubsidiariesMLIM Parent, (ii) in connection with which the Company or any of its Subsidiaries has entered into an option agreement, participation agreement or acquisition agreement or (iii) the Company or any of its Subsidiaries has agreed to lease or otherwise acquire or may be obligated to lease or otherwise acquire in connection with the conduct of its business (collectively, including any of the foregoing acquired after the date of this Agreement, the “Real Property”), which list identifies all of the Real Property and specifies which of the Company and its Subsidiaries leases, owns or possesses each item of the Real Property. Schedule 3(y) also contains a complete and correct list of all leases and other agreements with respect material Leases to which the Company or any of its Subsidiaries MLIM Business Entity is a party or otherwise bound or affected with respect to the Real Property, except master leases affiliated with any sub leases, easements, rights of way, access agreements, surface damage agreements, surface use agreements or similar agreements that pertain to Real Property that is contained wholly within the boundaries of any leased Real Property otherwise described on Schedule 3(y) (the “Real Property Leases”)party. Except as set forth in Schedule 3(y)3.12, such leased real property constitutes all material real property leased, subleased, licensed or otherwise used in the operation of the Real Property MLIM Business as presently conducted. True and correct copies of such real property Leases are valid and in full force and effect and are enforceable against all parties have been delivered or made available to BlackRock, together with any amendments, modifications or supplements thereto. Except as set forth in Schedule 3(y)There exists no material default or condition, neither the Company nor or any state of its Subsidiaries nor, to the Company’s Knowledge, any other party thereto is in default in any material respect under any of such Real Property Leases and no facts or event has occurred which with the giving of notice or the passage of time or giving of notice or both would constitute a default undermaterial default, or otherwise give any party in the right to terminate, performance of its obligations under any of such Real Property Leases, or could adversely affect the Company’s real property Leases by MLIM Parent or any of its Subsidiaries’ interest in and title Controlled Affiliates or, to the Real Property subject knowledge of MLIM Parent, by any other party to any of such Real Property Leases. No Real Property Lease is subject to terminationExcept as may be limited by bankruptcy, modification or acceleration as a result insolvency, reorganization and similar applicable Laws affecting creditors generally and by the availability of equitable remedies (a) each of the transactions contemplated herebyreal property Leases are legal, valid and binding obligations of MLIM Parent or a MLIM Controlled Affiliate, as applicable, and, to the knowledge of MLIM Parent, each other party to such Leases and (b) each of the Leases is enforceable against MLIM Parent or its Controlled Affiliate, as applicable, and, to the knowledge of MLIM Parent, each other party to such Lease, except in each case for failures that, individually or in the aggregate, have not had and would not reasonably be expected to have or result in a MLIM Material Adverse Effect. Neither MLIM Parent nor any of its Controlled Affiliates has received any written or oral communication from the landlord or lessor under any of such real property Leases claiming that it is in breach of its obligations under such Leases, except for written or oral communications claiming breaches that, individually or in the aggregate, would not reasonably be expected to have or result in a MLIM Material Adverse Effect.

Real Property. Neither the Company nor any of its Subsidiaries owns any real property. Schedule 3(y3(bb) contains a complete and correct list of all the real property; leasehold interests; fee interests; oil, facilities gas and fixtures other mineral drilling, exploration and development rights; royalty, overriding royalty, and other payments out of or pursuant to production; other rights in and to oil, gas and other minerals, including contractual rights to production, concessions, net profits interests, working interests and participation interests (including all Hydrocarbon Property (as defined in the Mortgages)); any other contractual rights for the acquisition or earning of any of such interests in the real property; facilities; fixtures; equipment that (i) are leased or, in the case of fixtures, or otherwise owned or possessed by the Company or any of its the Subsidiaries, (ii) in connection with which the Company or any of its the Subsidiaries has entered into an option agreement, participation agreement or acquisition and drilling agreement or (iii) the Company or any of its the Subsidiaries has agreed to lease or otherwise acquire or may be obligated to lease or otherwise acquire in connection with the conduct of its business (collectively, including any of the foregoing acquired after the date of this Agreement, the “Real Property”), which list identifies all of the Real Property and specifies which of the Company and its or the Subsidiaries leases, owns or possesses each item of the Real PropertyProperties or will do so upon consummation of the Purchases. Schedule 3(y3(bb) also contains a complete and correct list of all leases and other agreements with respect to which the Company or any of its the Subsidiaries is a party or otherwise bound or affected with respect to the Real Property, except master leases affiliated with any sub leases, easements, rights of way, access agreements, surface damage agreements, surface use agreements or similar agreements that pertain to Real Property that is contained wholly within the boundaries of any owned or leased Real Property otherwise described on Schedule 3(y3(bb) (the “Real Property Leases”). Except as set forth on Schedule 3(bb), the Company or one of the Subsidiaries is the legal and equitable owner of a leasehold interest in all of the Real Property, and possesses good, marketable and defensible title thereto, free and clear of all Liens (other than Permitted Liens) and other matters affecting title to such leasehold that could impair the ability of the Company or the Subsidiaries to realize the benefits of the rights provided to any of them under the Real Property Leases. Except as set forth on Schedule 3(y3(bb), all of the Real Property Leases are valid and in full force and effect and are enforceable against all parties thereto. Except as set forth in on Schedule 3(y3(bb), neither the Company nor any of its the Subsidiaries nor, to the Company’s Knowledge, any other party thereto is in default in any material respect under any of such Real Property Leases and no event has occurred which with the giving of notice or the passage of time or both would could constitute a default under, or otherwise give any party the right to terminate, any of such Real Property Leases, or could adversely affect the Company’s or any of its the Subsidiaries’ interest in and title to the Real Property subject to any of such Real Property Leases. No Real Property Lease is subject to termination, modification or acceleration as a result of the transactions contemplated herebyhereby or by the other Transaction Agreements. Except as set forth on Schedule 3(bb), all of the Real Property Leases will remain in full force and effect upon, and permit, the consummation of the transactions contemplated hereby (including the granting of leasehold mortgages). The Real Property is permitted for its present uses under applicable zoning laws, is permitted conforming structures and complies with all applicable building codes, ordinances and other similar Laws. Except as set forth on Schedule 3(bb), there are no pending or threatened condemnation, eminent domain or similar proceedings, or litigation or other proceedings affecting the Real Property, or any portion or portions thereof. Except as set forth on Schedule 3(bb), there are no pending or threatened requests, applications or proceedings to alter or restrict any zoning or other use restrictions applicable to the Real Property that would interfere with the conduct of the Company’s or any of the Subsidiaries’ business as conducted or proposed to be conducted (including as described to Buyers) at the time this representation is made. Except as set forth on Schedule 3(bb), there are no restrictions applicable to the Real Property that would interfere with the Company’s or any Subsidiary’s making an assignment or granting of a leasehold or other mortgage to Buyers as contemplated by the Security Documents, including any requirement under any Real Property Leases requiring the consent of, or notice to, any lessor of any such Real Property. Except as set forth on Schedule 3(bb), all of the Real Property is located in the State of Texas. Except as set forth on Schedule 3(bb), all of the xxxxx on the Real Property have been drilled and completed at legal locations within the boundaries of the appropriate Real Property Lease; and no such well is subject to penalties on allowables after the date hereof because of any overproduction or violation of applicable laws, rules, regulations, permits or judgments, orders or decrees of any court or governmental body or agency which would prevent such well from being entitled to its full legal and regular allowance from and after the date hereof as prescribed by any court or Governmental Entity. Except as set forth on Schedule 3(bb), there are no joint operating agreements applicable to the Real Property. Neither the Company nor any of the Subsidiaries will be obligated, as of the Closing Date or thereafter, including by virtue of a prepayment arrangement, make-up right under a production sales contract containing a “take or pay” or similar provision, production payment, buydowns, buyouts, or any other arrangement, (i) to deliver hydrocarbons, or proceeds from the sale thereof, attributable to any of the Real Property at some future time without then or thereafter receiving the full contract price therefore, or (ii) to deliver oil or gas (or cash in lieu thereof) from the Real Property to other owners of interests as a result of past production by any such owner, the Company or the Subsidiaries or any of their respective predecessors in excess of the share to which it was entitled with respect to such Real Property. Except as set forth on Schedule 3(bb), no Person has any call upon, option to purchase or similar right to obtain production from the portion of the Real Property. To the Company’s Knowledge, the Real Property Leases will by their terms remain in effect for at least as long as oil, gas or other minerals are produced in paying quantities or they are otherwise maintained by operations.

Real Property. Neither the Company nor any of its Subsidiaries owns any real property. Schedule 3(ySection 4.1(r) of the Company Disclosure Letter contains a true, correct and complete and correct list list, as of all the real property, facilities and fixtures that (i) are leased or, in the case of fixtures, otherwise owned or possessed by the Company or any of its Subsidiaries, (ii) in connection with which the Company or any of its Subsidiaries has entered into an option agreement, participation agreement or acquisition agreement or (iii) the Company or any of its Subsidiaries has agreed to lease or otherwise acquire or may be obligated to lease or otherwise acquire in connection with the conduct of its business (collectively, including any of the foregoing acquired after the date of this Agreement, the “Real Property”), which list identifies of all of the Real Property and specifies which of the Company and its Subsidiaries existing leases, owns subleases, licenses or possesses each item of the Real Property. Schedule 3(y) also contains a complete and correct list of all leases and other agreements with respect pursuant to which the Company or any of its Subsidiaries is 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,” and each such lease, sublease, license or other agreement and all amendments and modifications thereto, a party or otherwise bound or affected with “Lease”). The Company has made available to Parent complete and correct copies of all 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, (i) the Company or one of its Subsidiaries 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, except master leases affiliated with any sub leases, easements, rights free and clear of way, access agreements, surface damage agreements, surface use agreements or similar agreements that pertain to Real Property that is contained wholly within the boundaries of any leased Real Property otherwise described on Schedule 3(yall Liens (other than Permitted Liens); (iv) (the “Real Property Leases”). Except as set forth in Schedule 3(y), all of the Real Property Leases are valid and in full force and effect and are enforceable against all parties thereto. Except as set forth in Schedule 3(y), neither the Company nor any of its Subsidiaries nor, and to the knowledge of the Company’s Knowledge, no third party is, as of the date hereof, in material breach of or default pursuant to any other party thereto is in default in any material respect under any Lease and, as of such Real Property Leases and the date hereof, no fact, circumstance or event has occurred which or is continuing that with the giving of notice or the passage lapse of time or both would constitute a material breach or default under, thereunder by the Company or otherwise give any party the right to terminate, any of such Real Property Leasesits Subsidiaries or any other party; and (v) there are no subleases, licenses or could adversely affect similar agreements granting to any Person, other than the Company’s Company or any of its Subsidiaries’ interest in and title , any right to use or occupy the Leased Real Property subject to any of such Real Property Leases. No Real Property Lease is subject to terminationProperty, modification or acceleration as a result of except for the transactions contemplated herebyPermitted Liens.

Real Property. Neither the Company nor any of its Subsidiaries owns any real property. Schedule 3(y) contains a complete and correct list of all the real property, facilities and fixtures that (i) are leased orThe Company, the Operating Partnership or the Subsidiaries have fee simple title (or in the case of fixturesground leases, otherwise a valid leasehold interest) to all of the real properties described in the Time of Sale Information as owned or possessed leased by them and the improvements (exclusive of improvements owned by tenants or by landlords, if applicable) located thereon (collectively, the “Properties”), in each case, free and clear of all liens, encumbrances, claims, security interests, restrictions and defects, except such as are disclosed in the Time of Sale Information or as an exception to the title insurance reports furnished by the Company to counsel for the Underwriters or do not materially adversely affect the value of such Property and do not materially interfere with the use made and proposed to be made of such Property by the Company, the Operating Partnership or any of its the Subsidiaries, ; (ii) except as otherwise set forth in connection with which or described in the Company Time of Sale Information, the mortgages and deeds of trust encumbering the Properties are not convertible into debt or equity securities of the Company, the Operating Partnership or any of its the Subsidiaries has entered into an option agreementand such mortgages and deeds of trust are not cross-defaulted with any loan not made to, participation agreement or acquisition agreement cross-collateralized to any property not owned directly or indirectly by, the Company, the Operating Partnership or any of the Subsidiaries; (iii) except as otherwise set forth in or described in the Company Time of Sale Information, none of the Company, the Operating Partnership or any of its the Subsidiaries has agreed received from any governmental authority any written notice of any condemnation of or zoning change affecting the Properties or any part thereof which if consummated would reasonably be expected to lease have a Material Adverse Effect, and none of the Company, the Operating Partnership or otherwise acquire or may be obligated to lease or otherwise acquire in connection with the conduct of its business (collectively, including any of the foregoing acquired after Subsidiaries knows of any such condemnation or zoning change which is threatened and, in each case, which if consummated would reasonably be expected to have a Material Adverse Effect, whether or not arising from transactions in the date ordinary course of this Agreementbusiness; (iv) each of the Properties complies with all applicable codes, laws and regulations (including, without limitation, building and zoning codes, laws and regulations and laws relating to access to the Properties), except if and to the extent disclosed in the Time of Sale Information and except for such failures to comply that would not individually or in the aggregate reasonably be expected to materially affect the value of the Properties or interfere in any material respect with the use made and proposed to be made of the Properties by the Company, the “Real Property”), which list identifies all of the Real Property and specifies which of the Company and its Subsidiaries leases, owns or possesses each item of the Real Property. Schedule 3(y) also contains a complete and correct list of all leases and other agreements with respect to which the Company Operating Partnership or any of its Subsidiaries the Subsidiaries; (v) the Company, the Operating Partnership or a Subsidiary has obtained title insurance on the fee interests in each of the Properties, in an amount that is a party or otherwise bound or affected with respect commercially reasonable for each Property, but at least equal to the Real original purchase price of each such Property, except master leases affiliated with any sub leases, easements, rights and all such policies of way, access agreements, surface damage agreements, surface use agreements or similar agreements that pertain to Real Property that is contained wholly within the boundaries of any leased Real Property otherwise described on Schedule 3(y) (the “Real Property Leases”). Except as set forth in Schedule 3(y), all of the Real Property Leases insurance are valid and in full force and effect effect; (vi) except as otherwise described in the Time of Sale Information, none of the Company, the Operating Partnership, any of the Subsidiaries or, to the best knowledge of the Transaction Entities, any tenant of any of the Properties is in default under (x) any space lease (as lessor or lessee, as the case may be) relating to any of the Properties, (y) any of the mortgages or other security documents or other agreements encumbering or otherwise recorded against the Properties, or (z) any ground lease, sublease or operating sublease relating to any of the Properties, and are enforceable against all parties thereto. Except as set forth in Schedule 3(y), neither the Company nor the Operating Partnership knows of any of its Subsidiaries norevent which, to the Company’s Knowledge, any other party thereto is in default in any material respect under any of such Real Property Leases and no event has occurred which with the giving of notice or but for the passage of time or both the giving of notice, or both, would constitute a default under, or otherwise give any party the right to terminate, under any of such Real Property Leasesdocuments or agreements, except with respect to (x), (y) and (z) immediately above any such default that would not have a Material Adverse Effect; and (vii) except as otherwise described in the Time of Sale Information or could adversely affect would not, singly or in the Company’s or aggregate, have a Material Adverse Effect, no tenant under any of its Subsidiaries’ the leases at the Properties has a right of first refusal to purchase the premises demised under such lease. The Company, the Operating Partnership and the Subsidiaries do not own or control, directly or indirectly any other fee interest in and title to material real property, other than the Real Property subject to any real property described in the Time of such Real Property Leases. No Real Property Lease is subject to termination, modification or acceleration as a result of the transactions contemplated herebySale Information.

Real Property. Neither the Company nor any of its Subsidiaries owns any real property. (a) Schedule 3(y4.8(a) contains sets forth a complete and correct list of the street address of each parcel of owned real property owned in fee by Sxxxxxx Company, the Company, Opco or their Subsidiaries (individually, an “Owned Property” and collectively, the “Owned Properties) and the current record owner of each such Owned Property. With respect to each such Owned Property (a) the identified record owner has good and marketable fee simple title to the parcel, free and clear of all Liens, other than Permitted Exceptions; (b) there are no leases, subleases or licenses, written or oral, granting to any party or parties, other than to Sxxxxxx Company, the real propertyCompany, facilities Opco or their Subsidiaries, any material right of use or occupancy of such parcel or any portion thereto (except for matters of public record or matters which are disclosed in a survey); and fixtures (c) no Person, other than Sxxxxxx Company, the Company, Opco or their Subsidiaries, has any agreement to purchase, right of first refusal, option to purchase or any other right to acquire from Sxxxxxx Company, the Company, Opco or their Subsidiaries all or any part of the Owned Properties. Correct and complete copies of each vesting deed, title policy, land registrar and/or title commitment, easement, survey and other instrument affecting title to the Owned Properties that (i) are leased orcurrently in Sxxxxxx Company’s, in the case of fixturesCompany’s, otherwise owned or possessed by the Company Opco’s or any of its their respective Subsidiaries’ possession been made available to the Purchaser Entities. None of Sxxxxxx Company, (ii) in connection with which the Company or any of its Company, Opco and their Subsidiaries has entered into an option agreement, participation agreement any options to acquire any fee interest or acquisition agreement or (iii) the Company or leasehold interest in any of its Subsidiaries has agreed to lease or otherwise acquire or may be obligated to lease or otherwise acquire in connection with the conduct of its business (collectively, including any of the foregoing acquired after the date of this Agreement, the “Real Property”), which list identifies all of the Real Property and specifies which of the Company and its Subsidiaries leases, owns or possesses each item of the Real Property. Schedule 3(y) also contains a complete and correct list of all leases and real property other agreements with respect to which the Company or any of its Subsidiaries is a party or otherwise bound or affected than with respect to the Real Property, except master leases affiliated with any sub leases, easements, rights of way, access agreements, surface damage agreements, surface use agreements or similar agreements that pertain to Real Property that is contained wholly within the boundaries of any leased Real Property otherwise described on Schedule 3(y) (the “Real Property Leases”). Except as set forth in Schedule 3(y), all of the Real Property Leases are valid and in full force and effect and are enforceable against all parties thereto. Except as set forth in Schedule 3(y), neither the Company nor any of its Subsidiaries nor, to the Company’s Knowledge, any other party thereto is in default in any material respect under any of such Real Property Leases and no event has occurred which with the giving of notice Owned Properties or the passage of time or both would constitute a default under, or otherwise give any party the right to terminate, any of such Real Property Leases, or could adversely affect the Company’s or any of its Subsidiaries’ interest in and title to the Real Property subject to any of such Real Property Leases. No Real Property Lease is subject to termination, modification or acceleration as a result To the Knowledge of the transactions contemplated herebyCompany, there are no existing public improvements which may reasonably be expected to result in any material special assessment and no pending or, to the Knowledge of the Company, threatened assessments that could materially adversely affect the ownership, operation, use or enjoyment of the Owned Properties. To the Knowledge of the Company, each of the Owned Properties has been granted such entitlements, whether by applicable zoning, variance or otherwise, to be used as it is currently used, and there is no pending or, to the Knowledge of the Company, threatened change in any such entitlement. There are no pending or, to the Knowledge of the Company, threatened claims relating to condemnation, eminent domain or similar proceedings affecting the Owned Properties in any material respect.

Real Property. Neither the Company nor any Subsidiary of its Subsidiaries the Company owns any real property. Neither the Company nor any Subsidiary of the Company is party to any agreement or option to purchase any real property interest therein. Schedule 3(y) 5.18 contains a true, correct and complete and correct list list, as of all the real property, facilities and fixtures that (i) are leased or, in the case of fixtures, otherwise owned or possessed by the Company or any of its Subsidiaries, (ii) in connection with which the Company or any of its Subsidiaries has entered into an option agreement, participation agreement or acquisition agreement or (iii) the Company or any of its Subsidiaries has agreed to lease or otherwise acquire or may be obligated to lease or otherwise acquire in connection with the conduct of its business (collectively, including any of the foregoing acquired after the date of this Agreement, the “Real Property”), which list identifies of all of the Leased Real Property and specifies which including, the address of the Company and its Subsidiaries leases, owns or possesses each item of the Leased Real Property. Schedule 3(y) also contains a The Company has made available to SPAC or its agents or representatives true, correct and complete and correct list copies of all leases and other agreements with respect the material Contracts pursuant to which the Company or any of its Subsidiaries occupy (or have been granted an option to occupy) the Leased Real Property or is otherwise a party or otherwise bound or affected with respect to the Real Property, except master leases affiliated with any sub leases, easements, rights of way, access agreements, surface damage agreements, surface use agreements or similar agreements that pertain to Leased Real Property that is contained wholly within the boundaries of any leased Real Property otherwise described on Schedule 3(y) (the “Real Property Leases”). Except as set forth in Schedule 3(y)The Company or one of its Subsidiaries has a valid and subsisting leasehold estate in, and enjoys peaceful and undisturbed possession of, all of the Leased Real Property Leases are valid Property, subject only to Permitted Liens. With respect to each Lease and except as would not constitute a Material Adverse Effect, (a) such Lease is valid, binding and enforceable and in full force and effect against the Company or one of its Subsidiaries and, to the knowledge of the Company, the other party thereto, subject to the Enforceability Exceptions, (b) neither the Company nor one of its Subsidiaries has received or given any notice of material default or material breach under any of the Leases; and are enforceable against all parties (c) 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. Except as set forth Neither the Company nor its Subsidiaries has a written sublease granting any Person the right to use or occupy and Leased Real Property which is still in Schedule 3(y), neither 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 noris in material default or violation 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 2022 or 2023 at any of the Leased Real Properties that is expected to result in liability to the Company’s Knowledge, any other party thereto is in default in any material respect under any of such Real Property Leases and no event has occurred which with the giving of notice or the passage of time or both would constitute a default under, or otherwise give any party the right to terminate, any of such Real Property Leases, or could adversely affect the Company’s Company or any of its Subsidiaries’ interest Subsidiaries in and title to the excess of $100,000 in any such calendar year. The Leased Real Property subject to any of such Real Property Leases. No Real Property Lease is subject to termination, modification or acceleration as a result identified on Schedule 5.18 comprise all of the transactions contemplated herebyreal property used or intended to be used in, or otherwise related to, the business of the Company and its Subsidiaries as it is currently conducted.

Real Property. Neither Schedule 2.16 sets forth the Company nor any of its Subsidiaries owns any real property. Schedule 3(y) contains a complete and correct list legal description of all the real propertyproperty owned, facilities and fixtures that (i) are leased or, in the case of fixtures, otherwise owned used or possessed occupied by the Company or any of its Subsidiaries, (ii) in connection with which the Company or any of its Subsidiaries has entered into an option agreement, participation agreement or acquisition agreement or (iii) the Company or any of its Subsidiaries has agreed to lease or otherwise acquire or may be obligated to lease or otherwise acquire in connection with the conduct of its business (collectively, including any the "Real Property"). Except for liens, encumbrances and imperfections of the foregoing acquired after the date title described in clauses (a) and (b) of this AgreementSection 2.7, the “Company has good and marketable title to all Real Property that it owns in fee and has good and valid leasehold interests in and to all Real Property that it leases, which leasehold interests are not subject to any rights of any third person that are superior to such leasehold interests other than encumbrances, restrictions, covenants and easements of record that would not materially interfere with the Company's use and enjoyment of such Real Property”). The Company has all necessary certificates, which list identifies permits and licenses, including but not limited to all of the Real Property water and specifies which of the Company irrigation licenses and permits, to use and operate its Subsidiaries leases, owns current business at or possesses each item of on the Real Property. The Company has not violated or failed to hold any valid and effective certificates of occupancy, or certificates relating to electrical work, zoning or other permits and licenses (including, without limitation, building, housing, safety, fire, health and similar permits and approvals) required by applicable law with respect to any Real Property, which violations or failures would have a Material Adverse Effect on the Business. Schedule 3(y) also 2.16 contains a complete complete, current and correct list of all leases and other agreements with respect pursuant to which the Company or any of its Subsidiaries is a party or otherwise bound or affected with respect to the leases Real Property, except master leases affiliated with any sub leasesincluding all amendments thereto (collectively, easements, rights of way, access agreements, surface damage agreements, surface use agreements or similar agreements that pertain to Real Property that is contained wholly within the boundaries of any leased Real Property otherwise described on Schedule 3(y) (the “Real Property "Leases”"). Except as set forth in Schedule 3(y)Seller has delivered to Purchaser complete, all current and correct copies of the Leases, and no changes have been made thereto since the date of delivery. Neither the whole nor any portion of the Real Property Leases are valid and in full force and effect and are enforceable against all parties thereto. Except as set forth in Schedule 3(y), neither the Company nor is subject to any of its Subsidiaries governmental decree or order to be sold nor, to Seller's and the Company’s Knowledge's knowledge, is being condemned, expropriated or otherwise taken by any public authority with or without payment of compensation therefor nor has any such condemnation, expropriation or taking been proposed. All structures, buildings, fixtures and other party thereto is in default in any material respect under any of such Real Property Leases and no event has occurred which improvements, together with the giving of notice or the passage of time or both would constitute a default undersystems and facilities servicing such structures, or otherwise give any party the right to terminatebuildings, any of such Real Property Leasesfixtures and other improvements, or could adversely affect the Company’s or any of its Subsidiaries’ interest in and title to located on the Real Property subject to any (collectively, the "Improvements") are (a) in good working order and repair (ordinary wear and tear excepted) and (b) suitable for the use presently being made of such Improvements by the Company. The Real Property Leases. No Real Property Lease is subject that contains vineyards has adequate water supply and irrigation systems to termination, modification or acceleration as a result of support the transactions contemplated herebyvineyards consistent with industry practices.

Real Property. Neither the Company nor any of its Subsidiaries owns any real property. Schedule 3(y3.1(s) contains a complete and correct list accurate listing of all real property owned by the real propertyCompany and its Subsidiaries (the “Company Owned Real Property”). Except as set forth on Schedule 3.1(s), facilities the Company or a Subsidiary thereof has good, valid and fixtures transferable title to all of the Company Owned Real Property and all of their other material properties and assets, in each case free and clear of all Liens, except (A) with respect to such assets and properties other than Company Owned Real Property, imperfections of title and encumbrances that (i) are leased not material in character, amount or extent and that do not, in any material respect, detract from the value of, or, in any material respect, interfere with the case present use of, such properties or assets and (B) with respect to Company Owned Real Property, Liens for real property Taxes not yet due and payable. Except as set forth in Schedule 3.1(s), the Company or one of fixtures, otherwise owned or possessed its Subsidiaries has a good and valid leasehold interest in each parcel of real property leased by the Company or any of its SubsidiariesSubsidiaries (the “Company Leased Property”). Schedule 3.1(s) contains a complete and accurate list of all leases to which the Company or one of its Subsidiaries is a party relating to the Company Leased Property. Except as set forth in Schedule 3.1(s), to the Company’s knowledge, (i) the Company or one of its Subsidiaries has the right to use and occupancy of the Company Leased Property for the full term of the lease or sublease relating thereto, (ii) each such lease or sublease is a legal, valid and binding agreement of the Company or a Subsidiary thereof and, to the knowledge of the Company, of the other parties thereto enforceable in connection accordance with which its terms and there is no, nor has the Company or any of its Subsidiaries received notice of, any default (or any condition or event, which, after notice or a lapse of time or both could reasonably be expected to constitute a default thereunder) which has entered into an option agreementhad or could reasonably be expected to have a Company Material Adverse Effect, participation agreement or acquisition agreement or and (iii) the Company or any of its Subsidiaries has agreed to lease or otherwise acquire or may be obligated to lease or otherwise acquire in connection with the conduct of its business (collectively, including any of the foregoing acquired after the date of this Agreement, the “Real Property”), which list identifies all of the Real Property and specifies which of the Company and its Subsidiaries leases, owns or possesses each item of the Real Property. Schedule 3(y) also contains a complete and correct list of all leases and other agreements with respect to which the Company or any of its Subsidiaries is a party or otherwise bound or affected with respect to the Real Property, except master leases affiliated with any sub leases, easements, rights of way, access agreements, surface damage agreements, surface use agreements or similar agreements that pertain to Real Property that is contained wholly within the boundaries of any leased Real Property otherwise described on Schedule 3(y) (the “Real Property Leases”). Except as set forth in Schedule 3(y), all of the Real Property Leases are valid and in full force and effect and are enforceable against all parties thereto. Except as set forth in Schedule 3(y), neither the Company nor any of its Subsidiaries nor, to the Company’s Knowledge, any other party thereto is in default in any material respect has assigned its interest under any of such Real Property Leases and no event has occurred which with the giving of notice lease or the passage of time sublease or both would constitute a default under, or otherwise give sublet any party the right to terminate, any of such Real Property Leases, or could adversely affect the Company’s or any of its Subsidiaries’ interest in and title to the Real Property subject to any of such Real Property Leases. No Real Property Lease is subject to termination, modification or acceleration as a result part of the transactions contemplated herebypremises covered thereby or exercised any option or right thereunder except as has not had and as could not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Real Property. Neither (a) Section 4.08(a) of the Company nor any Disclosure Letter sets forth a list that is complete in accurate in all material respects of its Subsidiaries owns any real property. Schedule 3(y) contains a complete and correct list of all the real property, facilities and fixtures that (i) are leased or, in the case of fixtures, otherwise property owned or possessed by the Company or any of its Subsidiariessubsidiaries (collectively, the “Company Owned Real Property”). The Company and its subsidiaries have good and marketable title (iior its local equivalent) in connection with to all of the Company Owned Real Property free and clear of all Liens, except for Permitted Liens. There are no outstanding options or rights of first refusal which have been granted by the Company or any of its Subsidiaries has entered into an option agreementsubsidiaries to third parties to purchase Company Owned Real Property. (b) Section 4.08(b) of the Disclosure Letter sets forth a list that is complete and accurate in all material respects of the real property leased, participation agreement subleased, licensed, occupied or acquisition agreement or (iii) otherwise similarly held by the Company or any of its Subsidiaries has agreed to lease subsidiaries (each such lease, sublease, license or otherwise acquire or may be obligated to lease or otherwise acquire in connection with the conduct of its business (collectivelyoccupancy agreement, including any of the foregoing acquired after the date of this Agreementa “Company Real Property Lease” and each such real property, the a “Company Leased Real Property”), which list identifies all of the . Each Company Real Property Lease is in full force and specifies which effect and is a valid and binding obligation of the Company and its Subsidiaries leases, owns or possesses each item the subsidiary of the Company party thereto, and, to the Knowledge of the Company, of the other party thereto, enforceable against the Company, and to the Knowledge of the Company, against the other party thereto, subject to the Bankruptcy and Equity Exception. The Company or the subsidiary of the Company party thereto has a valid leasehold, subleasehold or license interest in the Company Leased Real Property. Schedule 3(y) also contains a complete Property free and correct list clear of all leases and other agreements with respect to which Liens, except for Permitted Liens. No written notices of default under any Company Real Property Lease have been received by the Company or any of its Subsidiaries subsidiaries that have not been resolved, and neither the Company nor any of its subsidiaries is a party or otherwise bound or affected with in default under any Company Real Property Lease. (c) With respect to the Company Leased Real Property and the Company Owned Real Property (together, the “Company Real Property, except master leases affiliated with any sub leases, easements, rights of way, access agreements, surface damage agreements, surface use agreements or similar agreements that pertain to Real Property that is contained wholly within the boundaries of any leased Real Property otherwise described on Schedule 3(y) (the “Real Property Leases”). Except as set forth in Schedule 3(y), all of the Real Property Leases are valid and in full force and effect and are enforceable against all parties thereto. Except as set forth in Schedule 3(y), neither the Company nor any of its Subsidiaries norsubsidiaries have received any written notice of, nor to the Company’s KnowledgeKnowledge of the Company does there exist: (i) any pending or threatened condemnation or similar proceedings with respect thereto; or (ii) any non-compliance with any applicable building and zoning codes, any other party thereto is land use laws, ordinances and rules, that, in default each case, individually or in any material respect under any of such the aggregate, would reasonably be expected to have a Company Material Adverse Effect. (d) The Company Real Property Leases and no event has occurred which constitutes all of the real property used or held for use in connection with the giving operation of notice or the passage business of time or both would constitute a default underthe Company and its subsidiaries as currently conducted. To the Knowledge of the Company, or otherwise give any party the right to terminate, any of such Company Real Property Leasesis adequately served by electrical, gas, storm sewer, sanitary sewer, water, internet, telecommunications and other utilities as necessary or could adversely affect the Company’s or any of its Subsidiaries’ interest appropriate to operate in and title to the Real Property subject to any of such Real Property Leases. No Real Property Lease is subject to termination, modification or acceleration as a result of the transactions contemplated hereby.manner

Real Property. Neither the Company nor any of its Subsidiaries Seller owns any no real property. Paragraph 6(i) of the Disclosure Schedule 3(y) contains a complete sets forth each parcel of real property leased by Seller and correct list of all the real property, facilities and fixtures that (i) are leased or, its Affiliates used in the case of fixtures, otherwise owned or possessed by the Company or any of its Subsidiaries, (ii) in connection with which the Company or any of its Subsidiaries has entered into an option agreement, participation agreement or acquisition agreement or (iii) the Company or any of its Subsidiaries has agreed to lease or otherwise acquire or may be obligated to lease or otherwise acquire in connection with necessary for the conduct of the Acquired Business as currently conducted, together with all rights, title and interest of Seller and its business Affiliates in and to leasehold improvements relating thereto, including, but not limited to, security deposits, reserves or prepaid rents paid in connection therewith, (collectively, including any of the foregoing acquired after the date of this Agreement, the “Leased Real Property”), which list identifies all of the Real Property and specifies which of the Company a true and its Subsidiaries leases, owns or possesses each item of the Real Property. Schedule 3(y) also contains a complete and correct list of all leases leases, subleases, licenses, concessions and other agreements (whether written or oral), including all amendments, extensions renewals, guaranties and other agreements with respect thereto, pursuant to which Seller holds any Leased Real Property (collectively, the Company “Leases”). Seller has delivered to Xxxxxxxxx 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 Seller and its Affiliates enjoys peaceful and undisturbed possession of the Leased Real Property; (ii) Seller and its Affiliates are 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 Seller and its Affiliates have paid all rent due and payable under such Lease; (iii) Seller and its Affiliates have 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 Seller and its Affiliates under any of the Leases and, to the Knowledge of Seller and its Affiliates, no other party is in default thereof, and no party to any Lease has exercised any termination rights with respect thereto; (iv) Seller and its Affiliates has not subleased, assigned or otherwise granted to any Person the right to use or occupy such Leased Real Property or any of portion thereof; and (v) Seller and its Subsidiaries is a party Affiliates has not pledged, mortgaged or otherwise bound granted an Encumbrance on its leasehold interest in any Leased Real Property.Seller and the Members have not received any written notice of (i) violations of building codes and/or zoning ordinances or affected with respect to other governmental or regulatory Laws affecting the Leased Real Property, except master leases affiliated with any sub leases(ii) existing, easementspending or threatened condemnation proceedings affecting the Leased Real Property, rights of wayor (iii) existing, access agreementspending or threatened zoning, surface damage agreementsbuilding code or other moratorium proceedings, surface use agreements or similar agreements that pertain matters which could reasonably be expected to adversely affect the ability to operate the Leased Real Property that is contained wholly within as currently operated. Neither the boundaries whole nor any material portion of any leased Leased Real Property otherwise described on Schedule 3(y) (the “Real Property Leases”)has been damaged or destroyed by fire or other casualty. Except as set forth in Schedule 3(y)Paragraph 6(i) of the Disclosure Schedule, the Leased Real Property is sufficient for the continued conduct of the Acquired Business in substantially the same manner as conducted prior to the date hereof and constitutes all of the Real Property Leases are valid and in full force and effect and are enforceable against all parties thereto. Except real property necessary to conduct the Acquired Business as set forth in Schedule 3(y), neither the Company nor any of its Subsidiaries nor, to the Company’s Knowledge, any other party thereto is in default in any material respect under any of such Real Property Leases and no event has occurred which with the giving of notice or the passage of time or both would constitute a default under, or otherwise give any party the right to terminate, any of such Real Property Leases, or could adversely affect the Company’s or any of its Subsidiaries’ interest in and title to the Real Property subject to any of such Real Property Leases. No Real Property Lease is subject to termination, modification or acceleration as a result of the transactions contemplated herebycurrently conducted.

Real Property. Neither (a) Section 3.15 of the Company nor any BT Disclosure Letter sets forth a true, correct and complete list as of its Subsidiaries owns any real property. Schedule 3(y) contains a complete and correct list the Execution Date of all material Leased Real Property and all material Real Property Leases pertaining to such Leased Real Property (including the real propertydate and name of the parties to each lease document). With such exceptions as have not had and would not reasonably be expected to have, facilities and fixtures that individually or in the aggregate, a BT Material Adverse Effect, (i) are leased orall of the leases, in subleases, agreements for the case of fixturesleasing, otherwise owned use or possessed by the Company or any of its Subsidiariesoccupancy of, (ii) in connection with which the Company or any of its Subsidiaries has entered into an option agreement, participation agreement or acquisition agreement or (iii) the Company or any of its Subsidiaries has agreed to lease or otherwise acquire granting a right in to the Leased Real Property by or may be obligated to lease or otherwise acquire in connection with the conduct of its business any BT Company, including all amendments and modifications to such agreements (collectively, including any of the foregoing acquired after the date of this Agreement, the “Real Property”), which list identifies all of the Real Property and specifies which of the Company and its Subsidiaries leases, owns or possesses each item of the Real Property. Schedule 3(y) also contains a complete and correct list of all leases and other agreements with respect to which the Company or any of its Subsidiaries is a party or otherwise bound or affected with respect to the Real Property, except master leases affiliated with any sub leases, easements, rights of way, access agreements, surface damage agreements, surface use agreements or similar agreements that pertain to Real Property that is contained wholly within the boundaries of any leased Real Property otherwise described on Schedule 3(y) (the “Real Property Leases”). Except as set forth in Schedule 3(y), all of the Real Property Leases ) are valid and in full force and effect and represent the legal, valid and binding obligations of the BT Company party to such Real Property Lease and, to the knowledge of the BT Companies, represent the legal, valid and binding obligations of the counterparties to such Real Property Lease; (ii) (x) the BT Companies have performed in all material respects all respective obligations required to be performed by them to date under the Real Property Leases to which any BT Company is a party or by which they are enforceable against all parties thereto. Except as set forth in Schedule 3(y)bound, and neither the Company nor any of its Subsidiaries BT Companies nor, to the Company’s Knowledgeknowledge of the BT Companies, any other party thereto is in default in any material respect under any of to such Real Property Leases Lease is in breach of or default under any such Real Property Lease, (y) during the last 12 months, none of the BT Companies has received any written claim or notice of termination or breach of or default under any such Real Property Lease, and (z) no event has occurred which which, individually or together with the giving other events, would reasonably be expected to result in a breach of notice or the passage of time or both would constitute a default under, or otherwise give under any party the right to terminate, any of such Real Property LeasesLease by the BT Companies or, or could adversely affect the Company’s or any of its Subsidiaries’ interest in and title to the Real Property subject knowledge of the BT Companies, any other party to any of such Real Property LeasesLease; and (iii) the Leased Real Property is in good condition and repair in all material respects, normal wear and tear excepted. No The BT Companies have delivered a true and complete copy of each Real Property Lease is subject to termination, modification or acceleration as a result listed in Section 3.15 of the transactions contemplated herebyBT Disclosure Letter prior to the date of this Agreement.

Real Property. Neither the Company nor any of its Subsidiaries owns any real property. Schedule 3(y) contains a complete and correct list of all the real property, facilities and fixtures that (i) are leased or, in the case of fixtures, otherwise owned or possessed by the Company or any of its Subsidiaries, (ii) in connection with which the Company or any of its Subsidiaries has entered into an option agreement, participation agreement or acquisition agreement or (iii) the Company or any of its Subsidiaries has agreed to lease or otherwise acquire or may be obligated to lease or otherwise acquire in connection with the conduct of its business (collectively, including any of the foregoing acquired after the date of this Agreement, the “Real Property”\"Real Property\"), which list identifies all of the Real Property and specifies which of the Company and its Subsidiaries leases, owns or possesses each item of the Real Property. Schedule 3(y) also contains a complete and correct list of all leases and other agreements with respect to which the Company or any of its Subsidiaries is a party or otherwise bound or affected with respect to the Real Property, except master leases affiliated with any sub leases, easements, rights of way, access agreements, surface damage agreements, surface use agreements or similar agreements that pertain to Real Property that is contained wholly within the boundaries of any leased Real Property otherwise described on Schedule 3(y) (the “Real \"Real Property Leases”Leases\"). Except as set forth in Schedule 3(y), all of the Real Property Leases are valid and in full force and effect and are enforceable against all parties thereto. Except as set forth in Schedule 3(y), neither the Company nor any of its Subsidiaries nor, to the Company’s 's Knowledge, any other party thereto is in default in any material respect under any of such Real Property Leases and no event has occurred which with the giving of notice or the passage of time or both would constitute a default under, or otherwise give any party the right to terminate, any of such Real Property Leases, or could adversely affect the Company’s 's or any of its Subsidiaries’ ' interest in and title to the Real Property subject to any of such Real Property Leases. No Real Property Lease is subject to termination, modification or acceleration as a result of the transactions contemplated hereby. z. Tangible Assets. The Company and its Subsidiaries have good and marketable title to all of the tangible assets that are material to their businesses (the \"Assets\"), in each case free and clear of any Lien, other than Permitted Liens. The Assets include all tangible assets necessary for the conduct of the Company's and its Subsidiaries businesses as presently proposed to be conducted. The Assets that are facilities, fixtures, equipment, and other personal property have been maintained in accordance with normal industry practice, and are in good operating condition and repair (subject to normal wear and tear), and are suitable for the purposes for which they are now used and proposed to be used. There are no existing agreements, options, commitments or rights with, of or to any Person to acquire any such Assets, or any interests therein. aa.

Real Property. Neither Schedule 4.9 sets forth a list and description of all ------------- ------------ Real Property owned, leased, occupied or used by the Company nor any of its Subsidiaries owns any real property. Schedule 3(y) contains a Company, and is true, complete and correct list of accurate in all material respects. The Company has, or will have at Closing, title in fee simple, or shall hold the real property, facilities and fixtures that (i) are leased or, leasehold interests in the case of fixturesleaseholds, otherwise owned or possessed by to all Real Property including Real Property hereafter acquired, in each case free and clear of any Encumbrances, except for Permitted Encumbrances. At the Closing, the Company or shall have (i) good and marketable fee simple title to all owned Real Property free and clear of any of its Subsidiariesand all Encumbrances (except for Permitted Encumbrances), and (ii) its leasehold interests in connection and to all leased Real Property free and clear of any and all Encumbrances (except for Permitted Encumbrances). There are not pending or, to the best of Sellers' knowledge, threatened, any condemnation actions or special assessments or any pending proceedings for changes in the zoning with which respect to such Real Property or any part thereof and neither Sellers nor the Company has received any notice of the desire of any public authority or other entity to take or use any Real Property or any of its Subsidiaries has entered into an option agreement, participation agreement or acquisition agreement or (iii) the Company or any of its Subsidiaries has agreed to lease or otherwise acquire or may be obligated to lease or otherwise acquire in connection with the conduct of its business (collectively, including any of the foregoing acquired after the date of this Agreement, the “Real Property”), which list identifies all of part thereof. All structures on the Real Property are structurally sound and specifies which in good operating condition and repair (reasonable wear and tear excepted). Each parcel of Real Property has access (either direct or by an easement included among the Assets) to all public roads, utilities, and other services necessary for the operation of the relevant System with respect to such parcel. The Company and its Subsidiaries leases, owns has complied with all notices or possesses each item orders to correct violations of Legal Requirements issued by any Governmental Authority having jurisdiction against or affecting any of the Real Property. Schedule 3(y) also contains a complete and correct list of all All leases and other agreements with respect subleases pursuant to which the Company or any of its Subsidiaries is a party or otherwise bound or affected with respect to the Real Property, except master leases affiliated with any sub leases, easements, rights of way, access agreements, surface damage agreements, surface use agreements or similar agreements that pertain to Real Property that is contained wholly within the boundaries of any leased Real Property otherwise described on Schedule 3(y) (the “Real Property Leases”). Except as set forth in Schedule 3(y), all of the Real Property Leases is occupied or used are valid and in full force and effect and are enforceable against all parties thereto. Except as set forth on Schedule 4.9 and such leases and subleases are valid, subsisting, ------------ binding and enforceable in Schedule 3(y), neither the accordance with their respective terms and there are no existing defaults thereunder or events that with notice or lapse of time or both would constitute defaults thereunder. The Company nor any of its Subsidiaries has not nor, to the Company’s Knowledgebest of Sellers' knowledge, has any other party thereto is in default to any contract, lease or sublease relating to any Real Property given or received notice of termination, and, to the best of Sellers' knowledge, subject to the receipt of any necessary Consents, the consummation of the transactions contemplated by this Agreement will not result in any material respect under any such termination. The Company is not nor will it be, as a result of such Real Property Leases and no event has occurred which the transactions contemplated by this Agreement, with the giving of notice or the passage of time or both would constitute a default underboth, in breach of any provision of any contract, lease or otherwise give sublease relating to any party Real Property. All easements, rights-of-way and other rights which are necessary for the right Company's current use of any Real Property are valid and in full force and effect, and neither Sellers nor the Company has received any notice with respect to terminate, the termination or breach of any of such Real Property Leaseseasements, rights-of-way or could adversely affect the Company’s or any of its Subsidiaries’ interest in and title to the Real Property subject to any of such Real Property Leases. No Real Property Lease is subject to termination, modification or acceleration as a result of the transactions contemplated herebyother similar rights.

Real Property. Neither the Company nor (a) The Acquired Companies do not own any of its Subsidiaries owns interest in real property. The Acquired Companies do not license any real property and CCI does not lease any real property. Schedule 3(y3.14(a) contains is a true, complete and correct list of the name of the record owner of all real property leased for use by the real propertyCompany (the “Leased Real Property”) and a description of all of the related leases entered into by the Company (the “Leases”). With respect to such Leases, facilities and fixtures that except as set forth on Schedule 3.14(a): (i) are leased orthe Company does not owe, and will not in the case of fixturesfuture owe, otherwise owned any brokerage commissions or possessed by the Company or finder’s fees with respect to any of its Subsidiaries, such Lease; (ii) the other party to each such Lease is not an Affiliate of, and otherwise does not have any economic interest in connection with which the Company or any of its Subsidiaries has entered into an option agreement, participation agreement or acquisition agreement or Company; and (iii) the Company has not collaterally assigned or granted any other security interest in such Lease or any of its Subsidiaries has agreed to lease or otherwise acquire or may be obligated to lease or otherwise acquire in connection with the conduct of its business (collectively, including any of the foregoing acquired after the date of this Agreement, the “Real Property”), which list identifies all of the Real Property and specifies which of the Company and its Subsidiaries leases, owns or possesses each item of the Real Property. Schedule 3(y) also contains a complete and correct list of all leases and other agreements with respect to which the Company or any of its Subsidiaries is a party or otherwise bound or affected with respect to the Real Property, except master leases affiliated with any sub leases, easements, rights of way, access agreements, surface damage agreements, surface use agreements or similar agreements that pertain to Real Property that is contained wholly within the boundaries of any leased Real Property otherwise described on Schedule 3(y) (the “Real Property Leases”)interest therein. Except as set forth in on Schedule 3(y3.14(a), all the Company has a valid leasehold interest in, and enjoys peaceful and undisturbed possession (consistent with historical use and pursuant to the terms of the applicable Lease), of all Leased Real Property Property, in each case free and clear of all Liens, except for Permitted Liens. All of the Leases are valid and in full force and effect effect, all rent and are enforceable against all parties thereto. Except as set forth in Schedule 3(y), neither other charges payable by the Company nor any as a tenant or subtenant thereunder are and will be current as of its Subsidiaries northe Closing Date, no notice of default or termination is outstanding and to the Company’s KnowledgeKnowledge of the Seller, any other party thereto is in default in any material respect under any of such Real Property Leases and no event has occurred which and no condition exists which, with the giving of notice or the passage lapse of time or both both, would constitute such a default underor termination event or condition. Except as set forth on Schedule 3.14(a), or otherwise give any party each Lease will continue to remain in full force and effect on the right to terminate, any of such Real Property Leases, or could adversely affect same terms immediately after the Company’s or any of its Subsidiaries’ interest in and title to the Real Property subject to any of such Real Property Leases. No Real Property Lease is subject to termination, modification or acceleration as a result consummation of the transactions contemplated herebyherein. There are no leases, subleases, licenses, occupancy agreements, options, rights, concessions or other agreements or arrangements, written or oral, granting to any Person (other than the Company) the right to use or occupy any of the Leased Real Property or restricting the right of the Company to use any of the Leased Real Property so as to interfere with the operation of the Business. The Leased Real Property is all of the real property used in the Business.

Real Property. Neither (a) Section 4.12(a) of the Company nor any of its Subsidiaries owns any real property. Disclosure Schedule 3(y) contains sets forth a complete and correct accurate list of all Real Property. The Company or its Subsidiaries, as applicable, has good and marketable fee simple title to the real propertyOwned Real Property, facilities free and fixtures that clear of all Liens, and any other rights of third parties, except for Permitted Liens. Either the Company or its Subsidiaries is the owner and holder of all leasehold estates purported to be granted by each Real Property Lease. Section 4.12(a) of the Disclosure Schedule sets forth a true and complete list of (i) are leased or, in the case of fixtures, otherwise owned or possessed by the Company or any of its Subsidiaries, (ii) in connection with which the Company or any of its Subsidiaries has entered into an option agreement, participation agreement or acquisition agreement or (iii) the Company or any of its Subsidiaries has agreed to lease or otherwise acquire or may be obligated to lease or otherwise acquire in connection with the conduct of its business (collectively, including any of the foregoing acquired after the date of this Agreement, the “Real Property”), which list identifies all of the Real Property and specifies which of the Company and its Subsidiaries leases, owns or possesses each item of the Real Property. Schedule 3(y) also contains a complete and correct list of all ground leases and other agreements with respect subleases pursuant to which the Company or any of its Subsidiaries is a party leases or otherwise bound or affected with respect to the Real Propertysubleases real property, except master leases affiliated with any sub and (ii) all leases, easementsground leases and subleases pursuant to which the Company or its Subsidiaries leases or subleases real property to any other Person (such leases and any amendments thereto, rights of waycollectively with the leases (including any amendments thereto) described in clause (i) above, access agreements, surface damage agreements, surface use agreements or similar agreements that pertain to Real Property that is contained wholly within the boundaries of any leased Real Property otherwise described on Schedule 3(y) (the “Real Property Leases”) and (iii) all material service contracts in effect with respect to the Real Property (collectively, the “Service Contracts”). Except as set forth in Schedule 3(y), all of the All Real Property Leases are valid and in full force and effect and are enforceable against all parties thereto. Except as set forth in Schedule 3(y)the legal, neither valid and binding obligation of the Company nor any of or its Subsidiaries nor, to the Company’s Knowledge, any and of each other party thereto and are enforceable in accordance with their respective terms, subject to the General Enforceability Exceptions. The Company is in default in any material respect under any not, and to the Knowledge of such the Company or Timken, the other party or parties to the Real Property Leases or Service Contracts is or are not in default thereunder and there exists no event has occurred event, condition or occurrence which (with the giving of or without due notice or the passage lapse of time time, or both both) would constitute such a default underor alleged default by the Company or its Subsidiaries, or otherwise give any to the Knowledge of the Company or Timken, the other party the right to terminate, or parties thereto of any of such the foregoing. The Company has delivered or made available through the Intralinks data room dedicated to the transactions contemplated by this Agreement to Buyer true and complete copies of all Real Property Leases, or could adversely affect the Company’s or any of its Subsidiaries’ interest in and title to the Real Property subject to any of such Real Property Leases. No Real Property Lease is subject to termination, modification or acceleration as a result of the transactions contemplated herebyincluding all amendments thereto.

Real Property. Neither (a) Schedule 3.12 sets forth each parcel of real property leased by Xxxxxxx and used in or necessary for the Company nor any operation of its Subsidiaries owns any real property. Schedule 3(y) contains a complete the Facilities (together with all rights, title and correct list interest of all the real propertyeither Seller in and to leasehold improvements relating thereto, facilities and fixtures that (i) are leased orincluding security deposits, in the case of fixtures, otherwise owned reserves or possessed by the Company or any of its Subsidiaries, (ii) prepaid rents paid in connection with which the Company or any of its Subsidiaries has entered into an option agreementtherewith, participation agreement or acquisition agreement or (iii) the Company or any of its Subsidiaries has agreed to lease or otherwise acquire or may be obligated to lease or otherwise acquire in connection with the conduct of its business (collectively, including any of the foregoing acquired after the date of this Agreement, the “Leased Real Property”), which list identifies all of the Real Property . Sellers have made available to Buyer a true and specifies which of the Company and its Subsidiaries leases, owns or possesses each item of the Real Property. Schedule 3(y) also contains a complete and correct list of all leases leases, subleases, licenses, concessions and other agreements (whether written or oral), including all amendments, extensions renewals, guarantees and other agreements with respect thereto, pursuant to which the Company or Sellers hold any of its Subsidiaries is a party or otherwise bound or affected with respect to the Real Property, except master leases affiliated with any sub leases, easements, rights of way, access agreements, surface damage agreements, surface use agreements or similar agreements that pertain to Leased Real Property that is contained wholly within the boundaries of any leased Real Property otherwise described on Schedule 3(y) (collectively, the “Real Property Leases” and individually a “Lease”). Except as set forth in Schedule 3(y)With respect to each Lease: (i) such Lease is valid, all of the Real Property Leases are valid binding, enforceable and in full force and effect and are enforceable against free of all parties thereto. Except as set forth in Schedule 3(y)Liens except Permitted Liens, neither the Company nor any of its Subsidiaries norand, to the Company’s KnowledgeKnowledge of Sellers, any other party thereto each Seller enjoys peaceful and undisturbed possession of the Leased Real Property; (ii) no Seller is in breach or default in any material respect under any of such Real Property Leases Lease, and no event has occurred which or circumstance exists which, with the giving delivery of notice or the notice, passage of time or both both, would constitute a breach or default by such Seller; (iii) each Seller has paid all rent currently due and payable under such Lease; (iv) neither Seller has received nor given any notice of any default or event that with notice or lapse of time, or both, would constitute a default underby such Seller under any of the Leases and, to the Knowledge of Sellers, no other party is in default thereof, and no party to any Lease has exercised any termination rights with respect thereto; (v) no Seller has subleased, assigned or otherwise give granted to any party Person the right to terminate, any of use or occupy such Leased Real Property Leasesor any portion thereof; (vi) no Seller has pledged, mortgaged or otherwise granted a Lien on its leasehold interest in any Leased Real Property and (vii) no brokerage commissions are due and payable, or could adversely affect the Company’s or any of its Subsidiaries’ interest in will become due and title to the Real Property subject payable, with respect to any of such Leased Real Property Leases. No Real Property Lease is subject to termination, modification or acceleration as a result of the transactions contemplated herebyProperty.

Real Property. Neither As of the Company nor any of its Subsidiaries owns any real property. Closing Date, Schedule 3(y) 5.5 annexed hereto contains a true, accurate and complete and correct list of all the real property, facilities and fixtures that (i) are leased oreach Property of the Company or any other Loan Party and (ii) all material leases, in the case subleases or assignments of fixturesleases (together with all amendments, otherwise owned modifications, supplements, renewals or possessed extensions of any thereof) affecting real estate or real properties owned, leased, used or operated by the Company or any other Loan Party (exclusive of its Subsidiariesany retail and restaurant leases) regardless of whether the Company or such Loan Party is the landlord or tenant (whether directly or as an assignee or successor in interest) under such lease, sublease or assignment. As of the Closing Date, each agreement listed in clause (ii) in connection with which the Company or any of its Subsidiaries has entered into an option agreement, participation agreement or acquisition agreement or (iii) the Company or any of its Subsidiaries has agreed to lease or otherwise acquire or may be obligated to lease or otherwise acquire in connection with the conduct of its business (collectively, including any of the foregoing acquired after the date of this Agreement, the “Real Property”), which list identifies all of the Real Property and specifies which of the Company and its Subsidiaries leases, owns or possesses each item of the Real Property. Schedule 3(y) also contains a complete and correct list of all leases and other agreements with respect to which the Company or any of its Subsidiaries immediately preceding sentence is a party or otherwise bound or affected with respect to the Real Property, except master leases affiliated with any sub leases, easements, rights of way, access agreements, surface damage agreements, surface use agreements or similar agreements that pertain to Real Property that is contained wholly within the boundaries of any leased Real Property otherwise described on Schedule 3(y) (the “Real Property Leases”). Except as set forth in Schedule 3(y), all of the Real Property Leases are valid and in full force and effect and are the Company and the Borrower do not have knowledge of any material default that has occurred and is continuing thereunder, and each such agreement constitutes the legally valid and binding obligation of the applicable Loan Party, enforceable against such Loan Party in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable principles except to the extent that the failure of such agreement to be in full force and effect could not reasonably be expected to have a Material Adverse Effect. Each Property, the material Easements thereto and the current use thereof comply in all parties theretomaterial respects with all applicable Legal Requirements and with all Insurance Requirements. Except No taking or voluntary conveyance of all or part of any Property, or any interest therein or right accruing thereto or use thereof, as set forth the result of, or in Schedule 3(y)settlement of, neither the Company nor any of its Subsidiaries norcondemnation or other eminent domain proceeding by any Governmental Instrumentality affecting any Project (other than a Secondary Project that has not yet become an Active Project) has been commenced or, to the Company’s Knowledgeor Borrower’s knowledge, is contemplated with respect to all or any portion of any Property or Easement or for the relocation of roadways providing access thereto except, in each case, as could not, individually or collectively, reasonably be expected to have a Material Adverse Effect. Except as disclosed in writing by the Company and the Borrower to the Administrative Agent from time to time, there are no current, pending or, to the knowledge of the Company or the Borrower, proposed special or other party assessments for public improvements or otherwise affecting any Property or Easement, nor are there any contemplated improvements thereto is that may result in default such special or other assessments, in any material respect under case that could reasonably be expected to result in a Material Adverse Effect. There are no outstanding options to purchase or rights of first refusal or restrictions on transferability affecting any of such Real Property Leases and no event has occurred which with the giving of notice or the passage material Easements (other than those set forth in any relevant Land Concession Contract or arising by mandatory operation of time law). Except as could not, individually or both would constitute collectively, reasonably be expected to have a default underMaterial Adverse Effect, no building or structure relating to or comprising a portion of any Project or any appurtenance thereto or equipment thereon, or otherwise give the use, operation or maintenance thereof, violates any party the right to terminate, restrictive covenant or encroaches on any of such Real Property Leases, easement or could adversely affect the Company’s or on any of its Subsidiaries’ interest in and title to the Real Property subject to any of such Real Property Leasesproperty owned by others. No Real Property Lease is subject to termination, modification or acceleration as a result of the transactions contemplated hereby.121

Real Property. Neither the Company nor any of its Subsidiaries owns any real property. Schedule 3(y) contains Except as does not have and would not reasonably be expected to have a complete Company Material Adverse Effect, the Company or one of its Subsidiaries has a good and correct list valid leasehold interest in each parcel of all the real property, facilities and fixtures that (i) are property leased or, in the case of fixtures, otherwise owned or possessed by the Company or any of its SubsidiariesSubsidiaries (the “Company Leased Property”). Section 3.1(q) of the Company Disclosure Schedule contains a complete and accurate list of all leases which the Company or one of its Subsidiaries is a party relating to the Company Leased Property and all amendments thereto. Except as does not have and would not reasonably be expected to have a Company Material Adverse Effect, (i) the Company or one of its Subsidiaries has the right to the use and occupancy of the Company Leased Property for the full term of the lease or sublease relating thereto, (ii) each such lease or sublease is a legal, valid and binding agreement, enforceable in connection accordance with which its terms, of the Company or a Subsidiary thereof and, to the Company’s Knowledge, of the other parties thereto and there is no, nor has the Company or any of its Subsidiaries has entered into an option agreementreceived notice of any, participation agreement material default (or acquisition agreement any condition or event, which, after notice or a lapse of time or both would reasonably be expected to constitute a material default thereunder), and (iii) the Company or any of its Subsidiaries has agreed to lease or otherwise acquire or may be obligated to lease or otherwise acquire in connection with the conduct of its business (collectively, including any of the foregoing acquired after the date of this Agreement, the “Real Property”), which list identifies all of the Real Property and specifies which of the Company and its Subsidiaries leases, owns or possesses each item of the Real Property. Schedule 3(y) also contains a complete and correct list of all leases and other agreements with respect to which the Company or any of its Subsidiaries is a party or otherwise bound or affected with respect to the Real Property, except master leases affiliated with any sub leases, easements, rights of way, access agreements, surface damage agreements, surface use agreements or similar agreements that pertain to Real Property that is contained wholly within the boundaries of any leased Real Property otherwise described on Schedule 3(y) (the “Real Property Leases”). Except as set forth in Schedule 3(y), all of the Real Property Leases are valid and in full force and effect and are enforceable against all parties thereto. Except as set forth in Schedule 3(y), neither the Company nor any of its Subsidiaries norhas assigned its interest under any such lease or sublease or sublet any part of the premises covered thereby. Each Company Leased Property has received all approvals of government authorities (including licenses and permits) required in connection with the ownership and operation thereof and has been operated and maintained in accordance with applicable Laws, except where failure to receive such approvals and where noncompliance with such applicable Laws has not had and would not reasonably be expected to have a Company Material Adverse Effect. There are no pending or threatened condemnation proceedings with respect to the Company’s KnowledgeCompany Leased Property, any other party thereto is in default in any material respect under any of such Real Property Leases and no event has occurred which with the giving of notice or the passage of time or both that would constitute a default under, or otherwise give any party the right to terminate, any of such Real Property Leases, or could materially adversely affect the Company’s use, occupancy or any of its Subsidiaries’ interest in and title to the Real Property subject to any of such Real Property Leases. No Real Property Lease is subject to termination, modification or acceleration as a result of the transactions contemplated herebyvalue thereof.

Real Property. Neither (a) Section 3.7 of the Company nor any Disclosure Schedules sets forth the address of its Subsidiaries owns any real property. Schedule 3(y) contains each Leased Real Property, and a true, correct and complete and correct list of all the real property, facilities and fixtures that (i) are leased or, in the case of fixtures, otherwise owned or possessed by the Company or any of its Subsidiaries, (ii) in connection with which the Company or any of its Subsidiaries has entered into an option agreement, participation agreement or acquisition agreement or (iii) the Company or any of its Subsidiaries has agreed to lease or otherwise acquire or may be obligated to lease or otherwise acquire in connection with the conduct of its business (collectively, including any of the foregoing acquired after the date of this Agreement, the “Real Property”), which list identifies all of the Real Property and specifies which of the Company and its Subsidiaries leases, owns or possesses each item of the Real Property. Schedule 3(y) also contains a complete and correct list of all leases and other agreements with respect Leases to which the Company or any of its Subsidiaries Company Material Subsidiary is a party or otherwise bound or affected (including all amendments, extensions, renewals, guaranties and other agreements with respect to the Real Property, except master leases affiliated with any sub leases, easements, rights of way, access agreements, surface damage agreements, surface use agreements or similar agreements that pertain to thereto) for such Leased Real Property that is contained wholly within the boundaries of any leased Real Property otherwise described on Schedule 3(y) (such Leases, the “Real Property Material Leases”). Except as set forth in Schedule 3(y), all With respect to each of the Real Property Leases are valid Material Leases: (i) such Lease is legal, valid, binding, enforceable and in full force and effect and are enforceable against all parties thereto. Except as set forth in Schedule 3(yeffect; (ii) no Gxxxx Xxxxxxxx Company has subleased, licensed or otherwise granted any right to use or occupy the Leased Real Property or any portion thereof to a third party (other than Permitted Liens), neither ; (iii) the Company nor any of its Subsidiaries nor, to the applicable Gxxxx Xxxxxxxx Company’s Knowledge, any other party thereto possession and quiet enjoyment of the Leased Real Property under such Material Lease has not been disturbed and there are no disputes with respect to such Material Lease; (iv) no Gxxxx Xxxxxxxx Company is currently in default in under, nor has any material respect under event occurred or does any of such Real Property Leases and no event has occurred which circumstance exist that, with the giving of notice or the passage lapse of time or both would constitute a material default by a Gxxxx Xxxxxxxx Company under, any Material Lease; (v) to the Knowledge of the Company, no material default, event or circumstance exists that, with notice or lapse of time or both, would constitute a material default by any counterparty to such Material Lease; (vi) no security deposit or portion thereof deposited with respect such Material Lease has been applied in respect of a breach or default under such Material Lease which has not been redeposited in full; (vii) no Gxxxx Xxxxxxxx Company owes, or will owe in the future, any brokerage commissions or finder’s fees with respect to such Material Lease; (viii) each other party to such Material Lease is not an Affiliate of, and otherwise does not have any economic interest in, any Gxxxx Xxxxxxxx Company; (ix) no Gxxxx Xxxxxxxx Company has subleased, licensed or otherwise give granted any party Person the right to terminate, any of use or occupy such Leased Real Property Leases, or could adversely affect the Company’s or any of its Subsidiaries’ portion thereof; (x) no Gxxxx Xxxxxxxx Company has collaterally assigned or granted any other security interest in such Material Lease or any interest therein; and title (xi) there are no Liens on the estate or interest created by such Material Lease. The Company has made available to the Real Property subject to any SPAC a true, correct and complete copy of such Real Property all Material Leases. No Real Property Lease is subject Gxxxx Xxxxxxxx Company owns fee title to termination, modification or acceleration as a result of the transactions contemplated herebyany land.

Real Property. Neither the The Company nor any of its Subsidiaries owns does not own and has not owned any real property. Schedule 3(y) contains a complete and correct list of all the The Company has valid leasehold interests in certain real property, which it holds under the leases or subleases described in Schedule 3(n) of the Disclosure Schedule (the “Leased Real Property”) free and clear of all Encumbrances, except for Permitted Encumbrances. The Leased Real Property constitutes all of the facilities and fixtures that used or occupied by the Company in the conduct of its business as currently conducted. With respect to the Leased Real Property: (i) are leased orto the Knowledge of the Company, in the case of fixtures, otherwise owned or possessed by the Company or any of has all easements and rights necessary to conduct its Subsidiariesbusiness, as currently conducted; (ii) in connection with which no portion thereof is, to the Company Knowledge of the Company, subject to any pending or threatened condemnation proceeding or proceeding by any of its Subsidiaries has entered into an option agreement, participation agreement or acquisition agreement or governmental authority; (iii) the Company has not received written notice, and the Company has no Knowledge, of any leases, subleases, licenses, concessions or other agreements, written or oral, granting to any other party or parties the right of its Subsidiaries has agreed to lease use or otherwise acquire or may be obligated to lease or otherwise acquire in connection with the conduct occupancy of its business (collectively, including any portion of the foregoing acquired after the date any parcel of this Agreement, the “Leased Real Property”), which list identifies all of the Real Property and specifies which of ; (v) the Company has not received written notice, and its Subsidiaries leases, owns or possesses each item of the Real Property. Schedule 3(y) also contains a complete and correct list of all leases and other agreements with respect to which the Company has no Knowledge, of any outstanding options or rights of first refusal held by any other person to purchase any parcel of its Subsidiaries is a party or otherwise bound or affected with respect to the Leased Real Property, except master or any portion or interest therein; (vi) the Company has not received written notice, and the Company has no Knowledge, of any parties (other than the Company) being in possession of any parcel of Leased Real Property, other than tenants under any leases affiliated with any sub leases, easements, rights of way, access agreements, surface damage agreements, surface use agreements or similar agreements that pertain to the Leased Real Property that is contained wholly within who are in possession of space to which they are entitled; (vii) the boundaries of any leased Leased Real Property otherwise described on Schedule 3(yhas been supplied with utilities and other services reasonably necessary for the operation of the Business; and (viii) (the “each parcel of Leased Real Property Leases”). Except as set forth in Schedule 3(y), all of the Real Property Leases are valid abuts on and in full force and effect and are enforceable against all parties thereto. Except as set forth in Schedule 3(y), neither the Company nor any of its Subsidiaries nor, has direct vehicular access to the Company’s Knowledge, any other party thereto is in default in any material respect under any of such Real Property Leases and no event has occurred which with the giving of notice a public road or the passage of time or both would constitute access to a default under, or otherwise give any party the right to terminate, any of such Real Property Leases, or could adversely affect the Company’s or any of its Subsidiaries’ interest in and title to the Real Property subject to any of such Real Property Leases. No Real Property Lease is subject to termination, modification or acceleration as a result of the transactions contemplated herebypublic road.

Real Property. Neither the (a) No Group Company nor any of its Subsidiaries owns or has owned any real property. ‎Section 3.10(a)(i) of the Seller Disclosure Schedule 3(y) contains sets forth a true and complete and correct list of all the real property, facilities and fixtures that (i) are leased orall real property leased, in the case of fixtures, otherwise owned subleased or possessed licensed by the any Group Company or any of its Subsidiaries, (ii) in connection with which the Company or any of its Subsidiaries has entered into an option agreement, participation agreement or acquisition agreement or (iii) the Company or any of its Subsidiaries has agreed to lease or otherwise acquire or may be obligated to lease or otherwise acquire in connection with the conduct of its business (collectively, including any of the foregoing acquired after the date of this Agreement, the “Real Property”)) including the street address or offshore location of such Real Property, which list identifies (ii) all of Leases related to the Real Property or to which a Group Company is a party, including the Offshore Leases and specifies which of (iii) the Company and its Subsidiaries leasesmaterial easements, owns or possesses each item of the Real Property. Schedule 3(y) also contains a complete and correct list of all leases rights-of-way and other agreements with respect to which the similar rights in favor of any Group Company or any of its Subsidiaries is a party or otherwise bound or affected with respect that relate to the Real Property, except master leases affiliated with for any sub leaseseasements which would not reasonably be expected to, easementsindividually or in the aggregate, rights be material to the operations of waythe Group Companies or the Projects (collectively, access agreementsthe “Easements”). Each material Lease was appropriately authorized and duly executed by, surface damage agreementsthe applicable Group Company, surface use agreements and such Group Companies have good and valid leasehold interests (or similar agreements that pertain rights) to the leasehold estates in the Real Property, free and clear of all Encumbrances other than Permitted Encumbrances. True, correct and complete copies of each material Lease for such Real Property that is contained wholly within and each Easement have been delivered to or made available to the boundaries of any leased Real Property otherwise described on Schedule 3(y) (the “Real Property Leases”)Buyer. Except as set forth in Schedule 3(y), all on ‎Section 3.10(a)(ii) of the Real Property Leases are valid Seller Disclosure Schedule, with respect to each Lease and Easement: (A) each Lease and Easement is in full force and effect and are enforceable is Enforceable against all parties thereto. Except as set forth in Schedule 3(y), neither the applicable Group Company nor any of its Subsidiaries norand, to the Seller’s Knowledge, each other party to such Lease in accordance with its terms; (B) no Group Company, nor to the Seller’s Knowledge, any other party thereto to the Lease or Easement is in breach or default under such Lease or Easement where failure to cure would have an adverse effect on the Group Companies in any material respect under any of such Real Property Leases and no event has occurred which or circumstances exist which, with the giving passage of time, delivery of notice or the passage of time both, would reasonably be expected to constitute such a breach or both would constitute a default under, or otherwise give any party the right to terminate, any of such Lease or Easement where failure to cure would have a Material Adverse Effect; (C) there are no material disputes with respect to any Real Property LeasesProperty, Easement or could adversely affect Lease, and no written notice of (1) any pending eminent domain, condemnation, forfeiture or similar proceeding or (2) termination or acceleration of the term of any Lease or Easement, has been received by any Group Company’s or any , and to the Knowledge of its Subsidiaries’ interest in and title to the Seller, no portion of the Real Property or any Easement is subject to any of such pending or threatened eminent domain, condemnation, forfeiture or similar proceeding by any Governmental Authority; and (D) the applicable Real Property Leases. No Real Property Lease facility is subject to termination, modification or acceleration as a result open and operating in the ordinary course of the transactions contemplated herebybusiness consistent with past practice.

Real Property. (a) Neither the Company nor any Subsidiary of its Subsidiaries the Company owns any real property. Neither the Company nor any Subsidiary of the Company is party to any agreement or option to purchase any real property or interest therein. Schedule 3(y) 5.19 contains a true, correct and complete and correct list list, as of all the real property, facilities and fixtures that (i) are leased or, in the case of fixtures, otherwise owned or possessed by the Company or any of its Subsidiaries, (ii) in connection with which the Company or any of its Subsidiaries has entered into an option agreement, participation agreement or acquisition agreement or (iii) the Company or any of its Subsidiaries has agreed to lease or otherwise acquire or may be obligated to lease or otherwise acquire in connection with the conduct of its business (collectively, including any of the foregoing acquired after the date of this Agreement, the “Real Property”), which list identifies of all of the Leased Real Property and specifies which including, the address of the Company and its Subsidiaries leases, owns or possesses each item of the Leased Real Property. Schedule 3(yThe Company has made available to Acquiror true, correct and complete copies of the material Contracts (including all material modifications, amendments, guarantees, supplements, waivers and side letters thereto) also contains a complete and correct list of all leases and other agreements with respect pursuant to which the Company or any of its Subsidiaries occupy (or have been granted an option to occupy) the Leased Real Property or is otherwise a party or otherwise bound or affected with respect to the Real Property, except master leases affiliated with any sub leases, easements, rights of way, access agreements, surface damage agreements, surface use agreements or similar agreements that pertain to Leased Real Property that is contained wholly within the boundaries of any leased Real Property otherwise described on Schedule 3(y) (the “Real Property Leases”). Except as set forth in Schedule 3(y)The Company or one of its Subsidiaries has a valid and subsisting leasehold estate in, and enjoys peaceful and undisturbed possession of, all of the Leased Real Property Leases are valid Property, subject only to Permitted Liens. With respect to each Lease and except as would not constitute a Material Adverse Effect, (i) such Lease is valid, binding and enforceable and in full force and effect against the Company or one of its Subsidiaries and, to the Company’s knowledge, the other party thereto, subject to the Enforceability Exceptions, (ii) to the knowledge of the Company, each Lease has not been materially amended or modified except as reflected in the modifications, amendments, supplements, waivers and are enforceable against all parties thereto. Except as set forth in Schedule 3(y)side letters made available to the Acquiror, (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; 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 material default by the Company or one of its Subsidiaries noror, to the Company’s Knowledgeknowledge, any the other party thereto is in default in any material respect under any of such Real Property Leases and no event has occurred which with the giving of notice or the passage of time or both would constitute a default under, or otherwise give any party the right to terminate, any of such Real Property Leases, or could adversely affect the Company’s or any of its Subsidiaries’ interest in and title to the Real Property subject to any of such Real Property Leases. No Real Property Lease is subject to termination, modification or acceleration as a result of the transactions contemplated herebythereto.

Real Property. Neither The Companies and the Company nor any of its Subsidiaries owns Transferred Subsidiary do not own any real property. Schedule 3(y5.6 identifies the only real property that is leased by the Companies and the Transferred Subsidiary (together with all rights, title and interest of the Companies and the Transferred Subsidiary in and to leasehold improvements relating thereto, including security deposits, reserves or prepaid rents paid in connection therewith, collectively, the “Leased Real Property”) contains and a true and complete and correct list of all leases, subleases, licenses, concessions and other agreements (whether written or oral), including all amendments, extensions, renewals, guaranties and other agreements with respect thereto, pursuant to which SKS holds the real property, facilities Leased Real Property (the “Lease”). The Companies have delivered to HoldCo a true and fixtures that complete copy of such Lease. With respect to such Lease: (i) are leased orsuch Lease is valid, binding, enforceable and in full force and effect, and SKS enjoys peaceful and undisturbed possession of the case of fixtures, otherwise owned or possessed by the Company or any of its Subsidiaries, Leased Real Property; (ii) SKS is not in connection breach or default under such Lease, no event has occurred or circumstance exists which, with which the Company delivery of notice, passage of time or both, would constitute such a breach or default by SKS or, to the Knowledge of the Companies, any of its Subsidiaries other party to such Lease, and SKS has entered into an option agreement, participation agreement or acquisition agreement or paid all rent due and payable under such Lease; (iii) the Company SKS has not received or given any notice of its Subsidiaries has agreed to lease any default or otherwise acquire event that with notice or may be obligated to lease lapse of time, or otherwise acquire in connection with the conduct of its business (collectivelyboth, including would constitute a default by SKS under any of the foregoing acquired after Leases and, to the Knowledge of the Companies, no other party is in default thereof, and no party to any Lease has exercised any termination rights with respect thereto; (iv) SKS has not subleased, assigned or otherwise granted to any Person the right to use or occupy such Leased Real Property or any portion thereof; (v) SKS has not pledged, mortgaged or otherwise granted a Lien on its leasehold interest in any Leased Real Property; (vi) the Companies and the Transferred Subsidiary are currently not in negotiations for any new lease, sublease, or other right to use, any real property; (vii) SKS is currently not in negotiations to extend or otherwise modify the Lease; and (viii) the Companies have received no notice, as of the date of this Agreement, from the “Real Property”)landlord under the Leases requiring SKS to remove any alterations, which list identifies all additions, or improvements at the end of the Real Property and specifies which term of the Company and its Subsidiaries leases, owns or possesses each item of the Real Property. Schedule 3(y) also contains a complete and correct list of all leases and other agreements with respect to which the Company or any of its Subsidiaries is a party or otherwise bound or affected with respect to the Real Property, except master leases affiliated with any sub leases, easements, rights of way, access agreements, surface damage agreements, surface use agreements or similar agreements that pertain to Real Property that is contained wholly within the boundaries of any leased Real Property otherwise described on Schedule 3(y) (the “Real Property Leases”). Except as set forth in Schedule 3(y), all of the Real Property Leases are valid and in full force and effect and are enforceable against all parties thereto. Except as set forth in Schedule 3(y), neither the Company nor any of its Subsidiaries nor, to the Company’s Knowledge, any other party thereto is in default in any material respect under any of such Real Property Leases and no event has occurred which with the giving of notice or the passage of time or both would constitute a default under, or otherwise give any party the right to terminate, any of such Real Property Leases, or could adversely affect the Company’s or any of its Subsidiaries’ interest in and title to the Real Property subject to any of such Real Property Leases. No Real Property Lease is subject to termination, modification or acceleration as a result of the transactions contemplated herebyLease.

Real Property. Neither the Company nor any of its Subsidiaries owns any real property. (a) Schedule 3(y3.27(a) contains sets forth a true and complete and correct list of all the real property, facilities leases ----------------- and fixtures that other agreements (iincluding wheelage and right-of-way agreements) are leased or, in the case of fixtures, otherwise owned or possessed by the Company or any of its Subsidiaries, (ii) in connection with which the Company or the Subsidiary has a leasehold interest or other contractual right in or to any of its Subsidiaries has entered into an option agreement, participation agreement or acquisition agreement or (iii) the Company or any of its Subsidiaries has agreed to lease or otherwise acquire or may be obligated to lease or otherwise acquire in connection with the conduct of its business (collectively, including any of the foregoing acquired after the date of this Agreement, the “Real Property”), which list identifies all of the Real Property and specifies which of the Company and its Subsidiaries leases, owns or possesses each item of the Real Property. Schedule 3(y) also contains a complete and correct list of all leases and other agreements with respect to which the Company or any of its Subsidiaries is a party or otherwise bound or affected with respect to the Real Property, except master leases affiliated with any sub leases, easements, rights of way, access agreements, surface damage agreements, surface use agreements or similar agreements that pertain to Real Property that is contained wholly within the boundaries of any leased Real Property otherwise described on Schedule 3(y) (the “Real Property Leases”). Except as set forth in Schedule 3(y), all of the Real Property Leases are valid and in full force and effect and are enforceable against all parties thereto. Except as set forth in Schedule 3(y), neither the Company nor any of its Subsidiaries nor, to the Company’s Knowledge, any other party thereto is in default in any material respect under any of such Real Property Leases and no event has occurred which with the giving of notice or the passage of time or both would constitute a default underreal property, or otherwise give any party has the right to terminate, receive income from any of such Real Property Leases, or could adversely affect the Company’s or any of its Subsidiaries’ interest in and title to the Real Property subject to any of such Real Property Leases. No Real Property Lease is subject to termination, modification or acceleration third party as a result of the transactions contemplated herebyuse or occupancy of any real property by such third party (collectively, the "Leased Real Property"). For each Leased Real Property, the list includes: (i) an identification of the lease, sublease or license agreement therefor (or any other agreement with respect to the use or occupancy thereof) and any and all amendments or modifications thereof or side letters with respect thereto (collectively, the "Leases"); (ii) the approximate size of the premises leased thereunder (if available); (iii) the term of the lease, including any extension options; (iv) the use of such premises and the nature of any improvements located thereon; (v) the recording information of any Leases which have been recorded in the applicable real estate records offices; and (vi) the current rental or royalty (minimum and production) rate as well as the amount of royalty paid and subject to recoupment. Except as could not reasonably be expected to have a Material Adverse Effect on the Company or the Subsidiary, the Company and the Subsidiary have good and valid leasehold title to lawfully and exclusively conduct mining operations on the Leased Real Property used for mining purposes, free and clear of all Charges except for Permitted Charges. Except as could not reasonably be expected to have a Material Adverse Effect on the Company or the Subsidiary, the Company and the Subsidiary have good and marketable leasehold title to the Leased Real Property other than the Leased Real Property used for mining purposes, free and clear of all Charges except for Permitted Charges.

Real Property. Neither Except for the Sublease Agreement, neither the Company nor any of its Subsidiaries owns Company Subsidiary owns, or since October 14, 2008 has ever owned, or acted as a lessor or sub-lessor with respect to, any real property. Schedule 3(ySection 3.17(b) of the Company Disclosure Letter contains a an accurate and complete and correct list as of the date hereof of all the leases of real property, facilities and fixtures that (i) are leased or, in the case of fixtures, otherwise owned or possessed by the Company or any of its Subsidiaries, (ii) in connection with which the Company or any of its Subsidiaries has entered into an option agreement, participation agreement or acquisition agreement or (iii) the Company or any of its Subsidiaries has agreed to lease or otherwise acquire or may be obligated to lease or otherwise acquire in connection with the conduct of its business property (collectively, including any of the foregoing acquired after the date of this Agreement, the “Real Property”), which list identifies all of the "Real Property and specifies which of the Company and its Subsidiaries leases, owns or possesses each item of the Real Property. Schedule 3(yLeases") also contains a complete and correct list of all leases and other agreements with respect to which the Company or any of its the Company Subsidiaries is a party as lessee or otherwise bound sublessee. The Company has delivered or affected with respect made available to the Real PropertyParent true and complete copies, except master leases affiliated with any sub leasesincluding all amendments and guaranties, easements, rights of way, access agreements, surface damage agreements, surface use agreements or similar agreements that pertain to Real Property that is contained wholly within the boundaries of any leased Real Property otherwise described on Schedule 3(y) (the “Real Property Leases”). Except as set forth in Schedule 3(y), all of the Real Property Leases are valid and Leases. Each Real Property Lease is in full force and effect and are enforceable against is the legal, valid and binding obligation of the Company or the Company Subsidiary party thereto, except to the extent that its enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors' rights generally and by general equitable principles, and has not been terminated or repudiated. The Company or one of the Company Subsidiaries has valid leasehold interests in the leased real property described in each Real Property Lease, free and clear of any and all parties theretoLiens, except for Permitted Liens. Except as set forth In each case, the Company or one of the Company Subsidiaries has been in Schedule 3(y)peaceable possession since the later of (i) October 14, neither 2008 and (ii) the commencement of the original term of such Real Property Lease, of the premises subject to such Real Property Lease. Neither the Company nor any of its the Company Subsidiaries noris in material default and there exists no default or event, to occurrence, condition or act (including the Company’s Knowledge, any other purchase of the Shares hereunder) in respect of or on the part of the Company or the Company Subsidiary party thereto is in default in any material respect under any of such Real Property Leases and no event has occurred which which, with the giving of notice or notice, the passage lapse of time or both the happening of any further event or condition, would constitute become a default under, or otherwise give event of default under any party the right to terminate, any of such Real Property LeasesLease, other than any such default or could adversely affect event of default which has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. To the Knowledge of the Company’s or any of its Subsidiaries’ interest in and title , each Franchisee which is a sublessor to the Real Property subject Company with respect to any of leased or subleased location has operated since October 14, 2008, in all material respects, in compliance with such Real Property Leases. No Real Property Lease is subject to termination, modification lease or acceleration as a result of the transactions contemplated herebysublease.

Real Property. Neither the Company nor any of its Subsidiaries owns any real property(i) Fee Simple. The Sellers' Disclosure Schedule 3(y) contains a complete and correct list summary of all the real propertylands and premises together with buildings and improvements thereon, facilities and fixtures that (i) are leased or, owned in the case of fixtures, otherwise owned or possessed fee by the Company or any of its Subsidiaries, (ii) that will be owned in connection with which fee by the Company after consummation of the transactions described in the Exchange Agreement upon the terms and conditions set forth in the Exchange Agreement (the "COMPANY'S OWNED REAL PROPERTY"). Except for the Company's Owned Real Property and real property subject to the Company's Real Estate Contracts (the "COMPANY'S LEASED REAL PROPERTY," together with the Company's Owned Real Property, the "COMPANY'S REAL PROPERTY"), no other real property, or any interest in real property, is used in the operation of its Subsidiaries has entered into an option agreement, participation agreement or acquisition agreement or (iii) the Business. Except for the real property to be acquired by the Company or any of its Subsidiaries has agreed pursuant to lease or otherwise acquire or may be obligated to lease or otherwise acquire in connection with the conduct of its business (collectively, including any of the foregoing acquired after the date of this Exchange Agreement, the “Company has marketable and insurable fee simple title to and owns the Company's Owned Real Property”)Property free and clear of all mortgages, which list identifies all deeds of trust, liens, pledges, security interests, claims, leases, subleases, options, rights of first refusal, easements, restrictive covenants, restrictions, limitations, or other documents of record other than Permitted Liens, Liens and mortgages, if any, that will be canceled as of Closing, and easements, restrictions, rights of way and other matters of public record or that would be disclosed by a survey of the Real Property and specifies which of the Company and its Subsidiaries leases, owns or possesses each item of the Company's Owned Real Property. Schedule 3(y) also contains a complete The Sellers have delivered to Delta or the Buyer true and correct list copies of all leases title insurance policies, surveys, and other agreements with respect deeds to which the Company Company's Owned Real Property that are in the Sellers' possession; provided, however, that Sellers make no representation or warranty as to the accuracy or completeness of any of its Subsidiaries is a party such information and Delta and the Buyer acknowledge that they are relying solely on their own investigation and not on any information provided by Sellers or otherwise bound their agents or affected representatives with respect to the Real Propertyinformation contained in such title insurance policies, except master leases affiliated with any sub leases, easements, rights of way, access agreements, surface damage agreements, surface use agreements surveys and deeds not otherwise covered by a representation or similar agreements that pertain to Real Property that is warranty contained wholly within the boundaries of any leased Real Property otherwise described on Schedule 3(y) (the “Real Property Leases”in Section 3.4(b). Except as set forth in Schedule 3(y), all of the Real Property Leases are valid and in full force and effect and are enforceable against all parties thereto. Except as set forth in Schedule 3(y), neither the Company nor any of its Subsidiaries nor, to the Company’s Knowledge, any other party thereto is in default in any material respect under any of such Real Property Leases and no event has occurred which with the giving of notice or the passage of time or both would constitute a default under, or otherwise give any party the right to terminate, any of such Real Property Leases, or could adversely affect the Company’s or any of its Subsidiaries’ interest in and title to the Real Property subject to any of such Real Property Leases. No Real Property Lease is subject to termination, modification or acceleration as a result of the transactions contemplated hereby.

Real Property. Neither Section 2.16 of the Company nor any of its Subsidiaries owns any real property. Schedule 3(y) Seller Disclosure Letter contains a true and complete and correct list of all the (a) each parcel of real property, facilities and fixtures that (i) are leased or, in the case of fixtures, otherwise property owned or possessed by the Company or any of its SubsidiariesSubsidiaries (including the address thereof) (the “Owned Real Property”) and (b) all leases, subleases, licenses and occupancy agreements (iithe “Leases”) in connection with which pertaining to real property used or occupied by the Company or any of its Subsidiaries (including the address thereof) (the “Leased Real Property”, together with the Owned Real Property, the “Real Property”). True, correct and complete copies of all Leases have been made available to Buyer. The Company or one of its Subsidiaries has entered into an option agreementgood, participation agreement valid and marketable fee simple title to the Owned Real Property and a valid and existing leasehold or acquisition agreement subleasehold interest in, or (iii) otherwise good, valid and existing right to use, the Leased Real Property, in each case, subject only to Permitted Liens. To the knowledge of the Company there is no pending special assessment or reassessment of the Owned Real Property that would result in a material increase in property Taxes or other charges payable by the Company or any of its Subsidiaries has agreed to lease that is not reflected in the Financial Statements. There are no outstanding options, rights of first offer or otherwise acquire or may be obligated to lease or otherwise acquire in connection with the conduct rights of its business (collectively, including first refusal affecting any of the foregoing acquired after the date of this Agreement, the “Owned Real Property”), which list identifies all of the Real Property and specifies which of the Company and its Subsidiaries leases, owns or possesses each item of the Real Property. Schedule 3(y) also contains a complete and correct list of all leases and other agreements with respect to which obligations by the Company or any of its Subsidiaries is a party to sell, lease, sublease, assign or otherwise bound or affected with respect to the Real Propertydispose of, except master leases affiliated with any sub leases, easements, rights of way, access agreements, surface damage agreements, surface use agreements or similar agreements that pertain to such Owned Real Property that is contained wholly within the boundaries of or any leased Real Property otherwise described on Schedule 3(y) (the “Real Property Leases”)portion thereof or interest therein. Except as set forth in Schedule 3(y), all As of the Real Property Leases are valid and in full force and effect and are enforceable against all parties thereto. Except as set forth in Schedule 3(y)date hereof, neither the Company nor any of its Subsidiaries norhas delivered or received written notice that it is in material breach or default under any Lease and, to the knowledge of the Company’s Knowledge, there does not exist any other party thereto is in default in any material respect under any of such Real Property Leases and no event has occurred which which, with the giving of or without notice or the passage lapse of time or both both, would constitute such a material breach or default under, or otherwise give any party by the right to terminate, any of such Real Property Leases, or could adversely affect the Company’s Company or any of its Subsidiaries’ interest Subsidiaries under any Lease, in each case except for such breaches and title defaults as to the which requisite waivers or consents have been obtained. The Owned Real Property, including all buildings, structures, improvements, fixtures, building systems therein, is in good operating condition and repair, normal wear and tear excepted, is free of any known latent defects. The Real Property subject to any is adequate and suitable for the operation of such the business of the Company and its Subsidiaries. The construction of the improvements (including, without limitation, the Company’s headquarters building and all associated ancillary structures and parking) on the Owned Real Property Leases. No Real Property Lease is subject to termination, modification or acceleration as a result of the transactions contemplated herebyhas been substantially completed in accordance with all applicable Laws and Permits.

Real Property. Neither (a) Section 3.11(a) of the Company nor Disclosure Letter sets forth the addresses of the Real Property currently owned by the Company or any of its Subsidiaries owns any real property(the “Owned Real Property”). Schedule 3(yExcept as set forth in Section 3.11(a) contains a of the Company Disclosure Letter, the Company or one of its Subsidiaries has good and marketable fee simple title to each such Owned Real Property free and clear of all Encumbrances, except Permitted Encumbrances. Except as set forth in Section 3.11(a) of the Company Disclosure Letter, the Company is in actual possession of the Owned Real Property. The Company has made available to Parent complete and correct list copies of all existing title Insurance Policies insuring the real propertyCompany or any of its Subsidiaries’ title to any of the Owned Real Property, facilities and fixtures that (i) are leased or, in the case of fixtures, otherwise owned or all land title surveys possessed by the Company or any of its Subsidiaries, (ii) in connection with which the Company or any of its Subsidiaries has entered into an option agreement, participation agreement or acquisition agreement or (iii) the Company or any of its Subsidiaries has agreed to lease or otherwise acquire or may be obligated to lease or otherwise acquire in connection with the conduct of its business (collectively, including any of the foregoing acquired after the date of this Agreement, the “Real Property”), which list identifies all of the Real Property and specifies which of the Company and its Subsidiaries leases, owns or possesses each item of the Real Property. Schedule 3(y) also contains a complete and correct list of all leases and other agreements with respect to which the Company or any of its Subsidiaries is a party or otherwise bound or affected with respect to the Real Property, except master leases affiliated with any sub leases, easements, rights of way, access agreements, surface damage agreements, surface use agreements or similar agreements that pertain to Owned Real Property (and, to the knowledge of the Company, no material changes or improvements have been made to each such property since the date of the applicable survey that is contained wholly within the boundaries of any leased Real Property otherwise described on Schedule 3(y) (the “Real Property Leases”would reasonably be expected to have a Material Adverse Effect). Except as set forth in Schedule 3(y), all Section 3.11(a) of the Company Disclosure Letter, and to the knowledge of the Company, no portion of any of the improvements erected on the Owned Real Property Leases are valid encroaches on adjoining property or public streets in any material respect and no portion of any of the Owned Real Property is subject, or has been subjected, to an ad valorem tax valuation such that the Merger, if completed, would be reasonably likely to cause material additional ad valorem taxes to be imposed upon any of the Owned Real Property. The water, gas, electricity and other utilities serving each of the Owned Real Property is adequate to service the normal course business operation of each of the Owned Real Property in full force all material respects as conducted as of the date of this Agreement. The use of the Owned Real Property by the Company and effect its Subsidiaries in their businesses as ordinarily conducted at each such Owned Real Property as of the date of this Agreement conforms with applicable zoning Laws, regulations and are enforceable against all parties theretopermits, except where the failure to conform would not reasonably be expected to have a Material Adverse Effect. Except as set forth in Schedule 3(y)Section 3.11(a) of the Company Disclosure Letter and except as specifically permitted by this Agreement, neither the Company nor any of its Subsidiaries noris obligated under or bound by any Contract or Contract Right, to the Company’s Knowledgesell, lease or dispose of any other party thereto is in default in any material respect under any of such Owned Real Property Leases and no event has occurred which with the giving of notice or the passage of time or both would constitute a default under, or otherwise give any party the right to terminate, any of such Real Property Leases, or could adversely affect the Company’s or any of its Subsidiaries’ interest in and title to the Real Property subject to any of such Real Property Leases. No Real Property Lease is subject to termination, modification or acceleration as a result of the transactions contemplated herebyportions thereof.

Real Property. Neither The Company or a Subsidiary owns good and marketable fee simple title to the Company nor any real property listed and described in §3(m) of its Subsidiaries owns any real property. Schedule 3(y) contains a complete the Disclosure Schedule, free and correct list clear of all encumbrances except as set forth in said §3(m). The said §3(m) of the Disclosure Schedule also includes a list and brief description of all real property, facilities and fixtures that (i) are property leased or, in the case of fixtures, otherwise owned to or possessed by the Company or any a Subsidiary. Each such parcel of its Subsidiaries, (ii) in connection with which the Company or any of its Subsidiaries has entered into an option agreement, participation real property is leased pursuant to a written lease agreement or acquisition agreement or (iii) the Company or any of its Subsidiaries has agreed to lease or otherwise acquire or may be obligated to lease or otherwise acquire in connection with the conduct of its business (collectively, including any of the foregoing acquired after the date of this Agreement, the “Real Property”), which list identifies all of the Real Property and specifies which of the Company and its Subsidiaries leases, owns or possesses each item of the Real Property. Schedule 3(y) also contains a complete and correct list of all leases and other agreements with respect to which the Company or any a Subsidiary and the lessor are parties and which includes all material terms of its Subsidiaries is a party or otherwise bound or affected with respect the lease arrangements applicable to each such parcel. Sellers have delivered to Purchaser correct and complete copies of all such leases listed in §3(m) of the Real Property, except master leases affiliated with any sub leases, easements, rights of way, access agreements, surface damage agreements, surface use agreements or similar agreements that pertain Disclosure Schedule (as amended to Real Property that is contained wholly within the boundaries of any leased Real Property otherwise described on Schedule 3(ydate) (the “Real Property "Leases”"). Except With respect to each of the Leases, except as set forth in Schedule 3(y), all §3(m) of the Real Property Leases are valid Disclosure Schedule, (i) the lease is legal, valid, binding, enforceable and in full force and effect and are will continue to be legal, valid, binding, enforceable against all parties thereto. Except as set forth and in Schedule 3(y), neither full force and effect on identical terms following the Company nor any consummation of its Subsidiaries nor, the transactions contemplated hereby; (ii) no party to the Company’s Knowledge, any other party thereto lease is in default in any material respect under any of such Real Property Leases breach or default, and no event has occurred which which, with the giving of notice or the passage lapse of time or both time, would constitute a breach or default under, or otherwise give any party the right to terminate, any of such Real Property Leases, or could adversely affect the Company’s or any of its Subsidiaries’ interest in and title to the Real Property subject to any of such Real Property Leases. No Real Property Lease is subject to permit termination, modification or acceleration as a result thereunder, nor has any party to the lease repudiated any provision thereof; (iii) no Person other than the Company has the right to use or occupy any part of the transactions contemplated herebyleased premises; (iv) the Company has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the leasehold; (v) all improvements located on the leased premises are in a state of good maintenance and repair and are adequate and suitable for the effective conduct therein of the Company's business; and (vi) all Permits and other approvals of Governmental Bodies required in connection with the operation of the leased premises have been received, and the leased premises have been operated and maintained in accordance with applicable Laws.

Real Property. Neither (a) Schedule 4.20(a)(i) sets forth a true, correct, and complete list of all Owned Real Property and identifies the record owner thereof. Except as set forth on Schedule 4.20(a)(ii), the Company nor any or one of its Subsidiaries owns has good and marketable fee simple title to all Owned Real Property, subject only to any real propertyPermitted Liens. Schedule 3(y) contains a complete and correct list For each parcel of Owned Real Property, the Company has delivered to Industrea copies of all current vesting deeds, title insurance policies, surveys for the real property, facilities and fixtures that (i) are leased orOwned Real Property, in each case, to the case extent in the Company’s possession. There are no outstanding options, rights of fixturesfirst refusal, otherwise owned rights of first offer or possessed other agreements for the purchase of all or any portion of any of the Owned Real Property. For each parcel of Owned Real Property, the Company has delivered to Industrea copies of all current leases, licenses, and other occupancy agreements entered into by the Company or any of its SubsidiariesSubsidiaries as landlord, (ii) licensor or owner of the Owned Real Property collectively, the “Company Leases”). All Company Leases including all amendments, modifications, supplements thereto have been made available in the electronic data room to Industrea. The Company and its Subsidiaries have performed and observed in all material respects all covenants, conditions and agreements required to be performed or observed by the applicable Company or its Subsidiaries in connection with which the Company Leases. Neither the Company nor its Subsidiaries are in default under any of the Company Leases and, to the knowledge of the Company, no event or circumstance exists that, with the notice or lapse of time, or both, would constitute a default on the part of the Company or any of its Subsidiaries has entered into an option agreementSubsidiaries. To the knowledge of the Company, participation agreement no tenant, licensee or acquisition agreement or (iii) the Company or any of its Subsidiaries has agreed to lease or otherwise acquire or may be obligated to lease or otherwise acquire other occupant is in connection with the conduct of its business (collectively, including default under any of the foregoing acquired after the date of this Agreement, the “Real Property”), which list identifies all of the Real Property and specifies which of the Company and its Subsidiaries leases, owns or possesses each item of the Real Property. Schedule 3(y) also contains a complete and correct list of all leases and other agreements with respect to which the Company or any of its Subsidiaries is a party or otherwise bound or affected with respect to the Real Property, except master leases affiliated with any sub leases, easements, rights of way, access agreements, surface damage agreements, surface use agreements or similar agreements that pertain to Real Property that is contained wholly within the boundaries of any leased Real Property otherwise described on Schedule 3(y) (the “Real Property Leases”). Except as set forth in Schedule 3(y), all of the Real Property Leases are valid and in full force and effect and are enforceable against all parties thereto. Except as set forth in Schedule 3(y), neither the Company nor any of its Subsidiaries nor, to the Company’s Knowledge, any other party thereto is in default in any material respect under any of such Real Property Leases and no event has occurred which or circumstance exists that, with the giving of notice or the passage lapse of time time, or both both, would constitute a default underby the tenant, licensee or otherwise give any party the right occupant. The Company has made available in electronic data room to terminateIndustrea a true, any correct and complete copy of such Real Property all Company Leases, or could adversely affect the Company’s or any of its Subsidiaries’ interest in and title to the Real Property subject to any of such Real Property Leases. No Real Property Lease is subject to termination, modification or acceleration as a result of the transactions contemplated hereby.

Real Property. Neither the Company nor There are no representations or warranties of any of its Subsidiaries owns any real property. Schedule 3(y) contains a complete and correct list of all the real propertykind whatsoever, facilities and fixtures that (i) are leased orexpress or implied, in the case of fixtures, otherwise owned or possessed made by the Company or any of its Subsidiaries, (ii) in connection with which the Company or any of its Subsidiaries has entered into an option agreement, participation agreement or acquisition agreement or (iii) the Company or any of its Subsidiaries has agreed to lease or otherwise acquire or may be obligated to lease or otherwise acquire Seller in connection with the conduct of its business (collectively, including any of the foregoing acquired after the date of this AgreementReal Property, the “Real Property”), which list identifies all physical condition of the Real Property (including, without limitation, whether or not the Real Property contains any hazardous or toxic substances), whether the Real Property complies with applicable Laws, or whether the Real Property is appropriate for Buyer’s intended use. Buyer is not relying on any statement or representation of Seller, its agents or its representatives. Buyer, in entering into this Agreement and specifies which in completing its purchase of the Company Real Property is relying entirely on its own knowledge and its Subsidiaries leases, owns or possesses each item investigation of the Real Property. Schedule 3(y) also contains a complete and correct list of all leases and other agreements with respect to which the Company or any of its Subsidiaries is a party or otherwise bound or affected with respect to the Real Property, except master leases affiliated with any sub leases, easements, rights of way, access agreements, surface damage agreements, surface use agreements or similar agreements that pertain to Real Property that is contained wholly within the boundaries of any leased Real Property otherwise described on Schedule 3(y) (the “Real Property Leases”). Except as set forth in Schedule 3(y), all of Buyer shall purchase the Real Property Leases are valid in its “AS IS” condition WITH ALL FAULTS as of the date of the Closing and waives and releases all known and unknown damages, losses, costs, claims, demands, causes of actions, liabilities and expenses, including, without limitation, interest, penalties, attorneys’ fees’ and expenses of investigation, lost profits, diminution in full force and effect and are enforceable value, response action, removal action or remedial action (collectively “Claims”) against all parties thereto. Except as set forth in Schedule 3(y), neither the Company nor any of its Subsidiaries nor, to the Company’s Knowledge, any other party thereto is in default in any material respect under any of such Real Property Leases and no event has occurred which with the giving of notice or the passage of time or both would constitute a default under, or otherwise give any party the right to terminate, any of such Real Property Leases, or could adversely affect the Company’s or any of its Subsidiaries’ interest in and title to the Real Property subject to any of such Real Property Leases. No Real Property Lease is subject to termination, modification or acceleration Seller as a result of the transactions contemplated herebycondition or status of the Real Property. Upon Closing, Buyer shall assume the risk that adverse matters, including but not limited to, defects and adverse physical and environmental conditions, and Buyer, upon Closing shall be deemed to have waived, relinquished and released Seller, its Affiliates, and each of their respective officer, directors, employees, stockholders, partners and agents (collectively, the “Released Parties”) from and against any and all Claims that Buyer might have asserted or alleged against the Released Parties at any time by reason of or arising out of any latent or patent defects or physical conditions, violations of any applicable Laws regarding the Real Property. Buyer hereby waives the provisions of any applicable Law which provides that a general release does not extend to claims which the releasing party does not know or suspect to exist in its favor at the time of executing the release, which if known by such party would have materially affected its decision to release such claims.

Real Property. Neither the Company nor any of its Subsidiaries owns any real property. Schedule 3(y(a) contains a A correct and complete and correct list list, in all material respects, of all the real property, facilities and fixtures that (i) are leased or, in the case of fixtures, otherwise property owned or possessed by the Company or any of its SubsidiariesSubsidiaries as of the date hereof (collectively, the “Owned Real Property”) is disclosed in Section 3.17(a) of the Company Disclosure Letter. As of the date hereof, except as would not have a Company Material Adverse Effect, (i) the Company or one of its Subsidiaries has good and valid fee simple title to all of the Owned Real Property, free and clear of Liens, other than Permitted Liens, (ii) in connection with which there are no existing, pending, or, to the Company Knowledge of the Company, threatened condemnation, eminent domain or similar proceedings affecting any of its Subsidiaries has entered into an option agreementOwned Real Property, participation agreement or acquisition agreement or (iii) the Company except for Permitted Liens or any of its Subsidiaries has agreed to lease or otherwise acquire or may be obligated to lease or otherwise acquire as disclosed in connection with the conduct of its business (collectively, including any of the foregoing acquired after the date of this Agreement, the “Real Property”), which list identifies all of the Real Property and specifies which Section 3.17(a)(iii) of the Company and its Subsidiaries leases, owns or possesses each item of the Real Property. Schedule 3(y) also contains a complete and correct list of all leases and other agreements with respect to which the Company or any of its Subsidiaries is a party or otherwise bound or affected with respect to the Real Property, except master leases affiliated with any sub leases, easements, rights of way, access agreements, surface damage agreements, surface use agreements or similar agreements that pertain to Real Property that is contained wholly within the boundaries of any leased Real Property otherwise described on Schedule 3(y) (the “Real Property Leases”). Except as set forth in Schedule 3(y), all of the Real Property Leases are valid and in full force and effect and are enforceable against all parties thereto. Except as set forth in Schedule 3(y)Disclosure Letter, neither the Company nor any of its Subsidiaries norhas assigned, to transferred, conveyed, mortgaged or deeded in trust any interest in any of the Company’s KnowledgeOwned Real Properties, any other party thereto (iv) either the Company or one of its Subsidiaries is in default in any material respect under possession of the Owned Real Property and neither the Company nor any of such Real Property Leases and no event its Subsidiaries has occurred which with the giving of notice or the passage of time or both would constitute a default underleased, subleased, licensed or otherwise give granted to any party Person the right to terminate, use or occupy any of such Owned Real Property Leasesor any portion thereof and (v) except pursuant to those certain purchase and sale contracts or letters of intent disclosed in Section 3.17(a)(v) of the Company Disclosure Letter (the “Purchase Contracts”), neither the Company nor any Subsidiary has granted any outstanding options or could adversely affect rights of first refusal or entered into any written agreement to purchase all or a material portion of the Company’s Owned Real Property. The Company has made available to Parent prior to the date hereof copies of (A) the title insurance policies and surveys relating to the Owned Real Property and (B) true and complete copies of all Purchase Contracts and any material amendments thereto, in each case, known to be in the possession of the Company or any of its Subsidiaries’ interest in and title to the Real Property subject to any of such Real Property Leases. No Real Property Lease is subject to termination, modification or acceleration Subsidiaries as a result of the transactions contemplated herebydate hereof.

Real Property. (a) Neither the Company nor any of its Subsidiaries currently owns any interest in real propertyproperty or is a party to any agreement or option to purchase any real property or any interest therein. (b) Section 3.15(b) of the Company Disclosure Schedule 3(y) contains sets forth a complete and correct accurate list of all of the real property, facilities and fixtures that (i) are property leased or, in the case of fixtures, otherwise owned or possessed by the Company or any of its SubsidiariesSubsidiaries (the “Leased Real Property”). The Company or its Subsidiary (as applicable) has a valid leasehold or subleasehold (as applicable) interest in the Leased Real Property, (ii) in connection with free and clear of all Liens, except Permitted Liens and the Bank Liens. All leases and subleases for the Leased Real Property under which the Company or any of its Subsidiaries has entered into an option agreement, participation agreement or acquisition agreement or (iii) the Company or any of its Subsidiaries has agreed to lease or otherwise acquire or may be obligated to lease or otherwise acquire in connection with the conduct of its business (collectively, including any of the foregoing acquired after the date of this Agreement, the “Real Property”), which list identifies all of the Real Property and specifies which of the Company and its Subsidiaries leases, owns or possesses each item of the Real Property. Schedule 3(y) also contains a complete and correct list of all leases and other agreements with respect to which the Company or any one of its Subsidiaries is a party lessee or otherwise bound or affected with respect to the Real Property, except master leases affiliated with any sub leases, easements, rights of way, access agreements, surface damage agreements, surface use agreements or similar agreements that pertain to Real Property that is contained wholly within the boundaries of any leased Real Property otherwise described on Schedule 3(y) (the “Real Property Leases”). Except as set forth in Schedule 3(y), all of the Real Property Leases sublessee are valid and binding on the Company or the Subsidiary of the Company which is a party thereto, as applicable, and, is in full force and effect effect, except as limited by the application of bankruptcy, moratorium and are enforceable against all parties theretoother laws affecting creditors’ rights generally and as limited by the availability of specific performance and the application of equitable principles. Except as set forth in Schedule 3(y), neither Neither the Company nor any of its Subsidiaries norwhich is a party thereto or, to the Knowledge of the Company’s Knowledge, any other party thereto thereto, is in material breach of, or in material default under, any such lease or sublease, and no event, occurrence or condition has occurred or exists that with notice or lapse of time, or both, would constitute such a material breach or material default thereunder by the Company or the Subsidiary of the Company which is a party thereto or, to the Knowledge of the Company, any other party thereto. (c) All of the buildings, structures and appurtenances of the Leased Real Property are in good operating condition (ordinary wear and tear excepted), are adequate and suitable for the purposes for which they are being used and, with respect to each, the Company or applicable Subsidiary has adequate rights of ingress and egress for operation of its business as currently conducted. To the Knowledge of the Company, none of such buildings, structures or appurtenances (or any equipment therein), nor the operation or maintenance thereof, violate in any material respect under any restrictive covenant (including with respect to zoning) or any provision of such any Law or Order, or materially encroach on any property owned by others. (d) No notice of default or termination with respect to the Leased Real Property Leases and no event has occurred which with is outstanding or threatened in writing. Neither the giving of notice or the passage of time or both would constitute a default under, or otherwise give any party the right to terminate, any of such Real Property Leases, or could adversely affect the Company’s or Company nor any of its Subsidiaries’ interest Subsidiaries has received any written notice that it is in and title violation of any material zoning, use, occupancy, building, wetlands or Environmental Law relating to the Leased Real Property. Neither the Company nor any of its Subsidiaries has received any written notice of any condemnation proceeding, and there is no condemnation proceeding pending or threatened in writing, affecting any of the Leased Real Property subject to or any sale or other disposition of any of such the Leased Real Property Leasesin lieu of condemnation. No Real Property Lease is subject to termination, modification or acceleration as a result of the transactions contemplated hereby.3.16

Real Property. Neither the Company nor any of its Subsidiaries owns any real property. Schedule 3(y) contains Section 3.13 of the Company Disclosure Letter sets forth a complete and correct list of all the real propertyproperty currently leased, facilities subleased or licensed by or from the Company or any of its Subsidiaries (the “Leased Real Property”). There is not, under any leases, lease guaranties, subleases, agreements for the leasing, use or occupancy of the Leased Real Property, including all amendments, terminations and fixtures that modifications thereof (i) are leased orthe “Leases”), in the case of fixtures, otherwise owned or possessed any default by the Company or any of its Subsidiaries, (ii) in connection with which nor, to the Company or any of its Subsidiaries has entered into an option agreement, participation agreement or acquisition agreement or (iii) the Company or any of its Subsidiaries has agreed to lease or otherwise acquire or may be obligated to lease or otherwise acquire in connection with the conduct of its business (collectively, including any Knowledge of the foregoing acquired after Company, by any other party thereto, and the date tenant thereunder has not received any written notice of this Agreementa breach, default, cancellation or termination of any such Lease, except in each case as reasonably would not be expected to have a Company Material Adverse Effect. The Company has made available, to the “Real Property”)extent available to the Company, which list identifies all of the Real Property and specifies which of the Company and its Subsidiaries leasesa true, owns or possesses each item of the Real Property. Schedule 3(y) also contains a complete and correct list executed copy of all leases each Lease, each amendment thereto and other agreements with respect any ancillary documentation pertaining thereto to which the Company or any of its Subsidiaries Parent. Each Lease is a party or otherwise bound or affected with respect to the Real Property, except master leases affiliated with any sub leases, easements, rights of way, access agreements, surface damage agreements, surface use agreements or similar agreements that pertain to Real Property that is contained wholly within the boundaries of any leased Real Property otherwise described on Schedule 3(y) (the “Real Property Leases”). Except as set forth in Schedule 3(y), all of the Real Property Leases are valid and in full force and effect and represents the entire agreement between the landlord and tenant with respect to such property, and upon the consummation of the transactions contemplated hereunder shall not constitute a breach of any Lease or otherwise provide the landlord a right to terminate such Lease. There are enforceable against all parties thereto. Except as set forth in Schedule 3(y)no subleases with respect to the space demised under each Lease, neither the Company nor and no tenant under any of such Leases has assigned any of its Subsidiaries nor, interest in such Lease to a third party. To the Company’s Knowledge, any other party thereto is in default in any material respect under any of such no Leased Real Property Leases and no event has occurred which with the giving of notice or the passage of time or both would constitute a default underis currently scheduled to be condemned, requisitioned or otherwise give taken by any party the right to terminate, any of such Real Property Leases, or could adversely affect the Company’s or any of its Subsidiaries’ interest in and title to the Real Property subject to any of such Real Property Leases. No Real Property Lease is subject to termination, modification or acceleration as a result of the transactions contemplated herebypublic authority.

Real Property. Neither the (a) The Company nor any of its Subsidiaries owns does not own, and since December 31, 2016, has not owned, any real property. Schedule 3(y) contains Set forth on Section 2.14 of the Seller Disclosure Letter is a complete true and correct list of all Real Property Leases and Leased Real Properties. Except as has not had, and would not reasonably be expected to have, individually or in the real propertyaggregate, facilities a Material Adverse Effect, with respect to the Real Property and fixtures that Leased Real Properties (i) are leased or, in the case of fixtures, otherwise owned or possessed by the Company or any has a valid and enforceable leasehold interest in all Leased Real Property, free and clear of its Subsidiariesall Liens, except Permitted Liens; (ii) in connection there exists no breach or violation of, or default or event of default under, any of the Real Property Leases (or any event that with which notice or lapse of time or both would become a default) on the part of the Company or, to the Knowledge of Seller, any other party, and no event has occurred (with respect to defaults or breaches by any other party thereto, to the Knowledge of Seller) that would reasonably be expected to constitute or result in such a violation or breach under any of its Subsidiaries has entered into an option agreementthe Real Property Leases or give any party to such Real Property Lease the right to cancel, participation agreement terminate or acquisition agreement or modify in a manner materially adverse to the Company such Real Property Lease; (iii) the Company has not (A) subleased, licensed, or otherwise granted any Person the right to use or occupy any Leased Real Property or any of its Subsidiaries has agreed to lease portion thereof or otherwise acquire (B) collaterally assigned or may be obligated to lease or otherwise acquire granted any other security interests in connection with the conduct of its business (collectively, including any of the foregoing acquired after the date of this Agreement, the “Real Property”), which list identifies all of the Real Property and specifies which of the Company and its Subsidiaries leases, owns or possesses each item of the Real Property. Schedule 3(y) also contains a complete and correct list of all leases and other agreements with respect to which the Company Lease or any of its Subsidiaries is a party interest therein; (iv) there are no written or otherwise bound oral subleases, concessions, licenses, occupancy agreements or affected other Contracts or arrangements with respect to the Real Property, except master leases affiliated with Property Leases granting to any sub leases, easements, rights of way, access agreements, surface damage agreements, surface Person other than the Company the right to use agreements or similar agreements that pertain to occupy any such property; and (v) there are no Liens on the estate or interests created by any such Real Property that is contained wholly within Lease. The Company has made available to Buyer in the boundaries VDR true and complete copies of any leased Real Property otherwise described on Schedule 3(y) (the “Real Property Leases”). Except as set forth in Schedule 3(y), all of the Real Property Leases are valid and in full force and effect and are enforceable against all parties thereto. Except as set forth in Schedule 3(y), neither the Company nor any of its Subsidiaries nor, to the Company’s Knowledge, any other party thereto is in default in any material respect under any of such Real Property Leases and no event has occurred which with the giving of notice or the passage of time or both would constitute a default under, or otherwise give amendments to any party the right to terminate, any of such Real Property Leases, or could adversely affect the Company’s or any of its Subsidiaries’ interest in and title to the Real Property subject to any of such Real Property Leases. No Real Property Lease is subject to termination, modification or acceleration as a result of the transactions contemplated herebyLease.

Real Property. Neither Other than the Company Mammoth House, neither the AHI Seller nor any of its Subsidiaries owns currently owns, and none of them have ever directly owned, any real property. Schedule 3(y2.15(a) contains sets forth a complete true and correct list of all the real propertyleasing, facilities and fixtures that (i) are leased or, in the case of fixtures, otherwise owned sublease or possessed by the Company or any of its Subsidiaries, (ii) in connection with license Contracts under which the Company AHI Seller or any of its Subsidiaries has entered into an option agreementuses or occupies real property (including all modifications, participation agreement or acquisition agreement or amendments, renewals, extensions, guaranties and supplements relating to each such Contract) (iii) the Company or any of its Subsidiaries has agreed to lease or otherwise acquire or may be obligated to lease or otherwise acquire in connection with the conduct of its business (each, a “Lease” and collectively, including any of the foregoing acquired after the date of this Agreement, the “Real PropertyLeases”), which list identifies all ) and a description of the Real Property and specifies which real property demised under each of the Company Leases (each, a “Leased Property” and its Subsidiaries leases, owns or possesses each item of the Real Property. Schedule 3(y) also contains a complete and correct list of all leases and other agreements with respect to which the Company or any of its Subsidiaries is a party or otherwise bound or affected with respect to the Real Property, except master leases affiliated with any sub leases, easements, rights of way, access agreements, surface damage agreements, surface use agreements or similar agreements that pertain to Real Property that is contained wholly within the boundaries of any leased Real Property otherwise described on Schedule 3(y) (collectively the “Real Property LeasesLeased Properties”). Except as set forth in Schedule 3(y)Prior to the date hereof, all the AHI Seller has made available to the Purchaser a true and correct copy of each Lease. Each Lease is a valid and binding obligation of the Real Property Leases are valid and AHI Seller or its Subsidiaries party to such Lease, is in full force and effect and are is enforceable against all the AHI Seller or its Subsidiaries, and, to the Knowledge of the AHI Seller, the other parties thereto, in each case subject to the Enforceability Exceptions. Except as set forth in Schedule 3(y), neither Neither the Company AHI Seller nor any of its Subsidiaries norparty to any Lease or, to the Company’s KnowledgeKnowledge of the AHI Seller, any other party thereto is in material breach, violation or default in any material respect under any of such Real Property Leases Lease and no event has occurred which that, with the giving of notice or the passage lapse of time or both both, would constitute such a material breach, violation or default under, or otherwise give any party by the right to terminate, any of such Real Property Leases, or could adversely affect the Company’s AHI Seller or any of its Subsidiaries’ interest in Subsidiaries party thereto, or, to the Knowledge of the AHI Seller, any other party thereto. Each of the AHI Seller or one of its Subsidiaries has a good and valid leasehold title to the Real each Leased Property subject only to the terms and conditions of the applicable Lease and to any Permitted Encumbrances. Except as set forth on Schedule 2.15(b), the AHI Seller and its Subsidiaries have not leased or otherwise granted to any Person the right to use or occupy any Leased Property or any portion thereof. Neither the AHI Seller nor any of such Real Property Leases. No Real Property Lease its Subsidiaries holds or is subject obligated under or a party to, any option, right of first refusal or other contractual right to terminationpurchase, modification acquire or acceleration as a result dispose of the transactions contemplated herebyLeased Properties or any portion thereof or interest therein.

Real Property. Neither (a) Section 4.15(a) of the Company nor any Seller Disclosure Schedule identifies each parcel of its Subsidiaries owns any real property. Schedule 3(yproperty (including the tax parcel number) contains a complete and correct list of all the real property, facilities and fixtures that (i) are leased or, in the case of fixtures, otherwise owned or possessed by the Company or any of its Subsidiaries, (ii) in connection with which the Company or any of its Subsidiaries has entered into an option agreement, participation agreement or acquisition agreement or (iii) the Company or any of its Subsidiaries has agreed to lease or otherwise acquire or may be obligated to lease or otherwise acquire in connection with the conduct of its business (collectively, including any of the foregoing acquired after Acquired Companies as of the date of this Agreement, hereof (the “Owned Real Property”), which list identifies all of ) and sets forth the Real Property and specifies which of the Company and its Subsidiaries leases, owns or possesses each item of the Person owning such Owned Real Property. Schedule 3(y) also contains a complete and correct list of all leases and other agreements with respect to which the Company or any of its Subsidiaries is a party or otherwise bound or affected with respect to the Real Property, except master leases affiliated with any sub leases, easements, rights of way, access agreements, surface damage agreements, surface use agreements or similar agreements that pertain to Real Property that is contained wholly within the boundaries of any leased Real Property otherwise described on Schedule 3(y) (the “Real Property Leases”). Except as set forth in Schedule 3(y), all Section 4.15(a) of the Seller Disclosure Schedule, with respect to each Owned Real Property Leases are valid Property, (i) the applicable Acquired Companies have good and in full force marketable fee title or (local equivalent) to such Owned Real Property, free and effect and are enforceable against clear of all parties thereto. Except as set forth in Schedule 3(y)Encumbrances except for Permitted Encumbrances, (ii) other than the rights of the Purchaser pursuant to this Agreement, neither the Company Seller, its Affiliates nor any of its Subsidiaries northe Acquired Companies have granted any outstanding options, rights of first offer or first negotiation, rights of first refusal or any other contractual right to purchase, acquire, sell or dispose of any Owned Real Property or any portion thereof or interest therein, in favor of any other party, and no Acquired Company has received notice, and Seller has no Knowledge, of any claim of any Person to the Company’s Knowledgecontrary, (iii) no Person other than the Acquired Companies holds a present or future right to occupy any portion of the Owned Real Property, whether pursuant to a lease, license, or other occupancy agreement (expressly excluding pursuant to any management agreement), (iv) the Acquired Companies have not received as of the date hereof written notice that any of the buildings or improvements with respect to the Owned Real Property is in violation of applicable setback requirements or applicable Laws relating to urban planning or zoning or encroaches on any easement, or the land thereof serves any adjoining property for any purpose inconsistent with the use of the land, (v) as of the date hereof, none of the Acquired Companies has received any written notice of any threatened, rezoning proceedings or similar actions with respect to any portion of such Owned Real Property and (vi) neither the Seller nor any Acquired Company has received as of the date hereof written notice of, any other party thereto condemnation or eminent domain Proceeding or proposed action or agreement for taking in lieu of condemnation, nor to the Knowledge of the Seller, is any such Proceeding, action or agreement pending or threatened in writing, with respect to any portion of such Owned Real Property. To the Seller’s Knowledge (A) no Acquired Company has received written notice of any default in any material respect under any of such easements or restrictive covenants affecting the Owned Real Property Leases which default has not yet been cured, and (B) no Acquired Company has received written notice of any condition or event has occurred which that with the lapse of time or the giving of notice notice, or the passage of time or both both, would constitute such a breach or default under, under any easements or otherwise give any party restrictive covenants affecting the right to terminate, any of such Owned Real Property Leases, or could adversely affect the Company’s or any of its Subsidiaries’ interest in and title to the Real Property subject to any of such Real Property Leases. No Real Property Lease is subject to termination, modification or acceleration as a result of the transactions contemplated herebyProperty.

Real Property. Neither the Company nor any of its Subsidiaries owns any real propertyLeased. Schedule 3(y) 5.9 attached hereto contains a list and brief description (including with respect to each lease (i) a statement as to whether there is any requirement of consent of the lessor to the assignment and (ii) a statement as to whether the lessee has or has not agreed to subordinate the leasehold estate to any liens encumbering the property) of the terms of all real estate leases to which Seller is a party (as lessee or lessor). True, complete and correct list of all the real property, facilities and fixtures that copies (i) are leased or, in the case of fixtures, otherwise owned or possessed by the Company or any of its Subsidiaries, (ii) in connection with which the Company or any of its Subsidiaries has entered into an option agreement, participation agreement or acquisition agreement or (iii) the Company or any of its Subsidiaries has agreed to lease or otherwise acquire or may be obligated to lease or otherwise acquire in connection with the conduct of its business (collectively, including any of the foregoing acquired after the date of this Agreement, the “Real Property”), which list identifies all of the Real Property and specifies which of the Company and its Subsidiaries oral leases, owns or possesses descriptions) of each item of the Real Propertylease have been furnished to Buyer. Schedule 3(y) also contains a complete and correct list of all leases and other agreements with respect to which the Company or any of its Subsidiaries Each such lease is a party or otherwise bound or affected with respect to the Real Property, except master leases affiliated with any sub leases, easements, rights of way, access agreements, surface damage agreements, surface use agreements or similar agreements that pertain to Real Property that is contained wholly within the boundaries of any leased Real Property otherwise described on Schedule 3(y) (the “Real Property Leases”). Except as set forth in Schedule 3(y), all of the Real Property Leases are valid and in full force and effect and are enforceable against all constitutes a legal, valid and binding obligation of the respective parties thereto. Except as set forth in Schedule 3(y)All rents and additional amounts due to date on each such lease have been paid. In each case, neither the Company nor any of its Subsidiaries nor, to the Company’s Knowledge, any other party thereto lessee is in peaceable possession under such lease, has a valid leasehold interest therein and is not in default in any material respect under any of such Real Property Leases thereunder and no event waiver, indulgence or postponement of the lessee's obligations thereunder has occurred which been granted by the lessor, nor does there exist any event, condition or occurrence which, with the giving of notice or the passage lapse of time time, or both both, would constitute such a default under, under any such lease. Seller has not violated any of the terms or otherwise conditions under any such lease in any respect which violation would give any party rise to the right of the other party thereto to terminateterminate such lease or xxx for damages thereunder. All buildings, structures, appurtenances or real property leased by Seller (a) are in good operating condition and repair, (b) are in such condition as to permit surrender by Seller to the lessors on the date hereof without any cost or expense to Seller for repair or restoration if such leases were terminated on the date hereof, (c) are adequate and suitable for the uses for which intended by Seller, and (d) afford adequate rights of ingress and egress for operation of its business in the ordinary course. None of such buildings, structures and appurtenances, any of such Real Property Leasesequipment therein nor the use, operation or could adversely affect the Company’s maintenance thereof, violates any restrictive covenant or encroaches on any of its Subsidiaries’ interest in and title property owned by others. No condemnation proceeding is pending or, to the Real Property subject to best of Seller's knowledge, threatened which would preclude or impair the use of any of such Real Property Leasesproperty by Seller for the uses for which intended by it. No Real Property Lease is subject to termination, modification or acceleration as a result All of the transactions contemplated herebyforegoing conform to applicable Federal, state, territorial, local and foreign laws and regulations (including applicable environmental and occupational safety and health laws and regulations and zoning and building ordinances).

Real Property. Neither the Company BCG nor any Subsidiary of its Subsidiaries BCG owns any real property. Schedule 3(y) 5.18 of the BCG Schedules contains a true, correct and complete and correct list list, as of all the real property, facilities and fixtures that (i) are leased or, in the case of fixtures, otherwise owned or possessed by the Company or any of its Subsidiaries, (ii) in connection with which the Company or any of its Subsidiaries has entered into an option agreement, participation agreement or acquisition agreement or (iii) the Company or any of its Subsidiaries has agreed to lease or otherwise acquire or may be obligated to lease or otherwise acquire in connection with the conduct of its business (collectively, including any of the foregoing acquired after the date of this Agreement, of (i) all real property and interests in real property owned in fee by the BCG Group (the “Owned Real Property”)) and (ii) all Leased Real Property. BCG has made available to Avalon true, which list identifies correct and complete copies of (i) all of deeds and available title reports and surveys for the Owned Real Property and specifies which of (ii) the Company and its Subsidiaries leases, owns or possesses each item of the Real Property. Schedule 3(y) also contains a complete and correct list of all leases and other agreements with respect material Contracts pursuant to which the Company BCG or any of its Subsidiaries occupy (or have been granted an option to occupy) the Leased Real Property or is otherwise a party or otherwise bound or affected with respect to the Real Property, except master leases affiliated with any sub leases, easements, rights of way, access agreements, surface damage agreements, surface use agreements or similar agreements that pertain to Leased Real Property that is contained wholly within the boundaries of any leased Real Property otherwise described on Schedule 3(y) (the “Real Property Leases”). Except as set forth in Schedule 3(y)would not be material to BCG and its Subsidiaries, taken as a whole, BCG or one of its Subsidiaries has a valid and subsisting leasehold estate in, and enjoys peaceful and undisturbed possession of, all of the Leased Real Property, subject only to Permitted Liens. The BCG Group has good and marketable fee title to all Owned Real Property Leases are valid free and clear of all Liens of any nature whatsoever, except Permitted Liens. With respect to each Lease and except as would not constitute a BCG Material Adverse Effect, (i) such Lease is valid, binding and enforceable and in full force and effect and are enforceable against all parties thereto. Except as set forth in Schedule 3(y), neither the Company nor any BCG or one of its Subsidiaries norand, to the Company’s BCG Parties’ Knowledge, any the other party thereto is in thereto, subject to the Enforceability Exceptions, (ii) neither BCG nor one of its Subsidiaries has received or given any written notice of material default in any or material respect breach under any of such Real Property Leases the Leases; and no (iii) there does not exist under any Lease any event has occurred which or condition which, with the giving of notice or the passage lapse of time or both both, would constitute become a material default under, by BCG or otherwise give any party the right to terminate, any of such Real Property Leases, or could adversely affect the Company’s or any one of its Subsidiaries’ interest in and title Subsidiaries or, to the Real Property subject to any of such Real Property Leases. No Real Property Lease is subject to terminationBCG Parties’ Knowledge, modification or acceleration as a result of the transactions contemplated herebyother party thereto.

Real Property. Neither the Company nor any of its Subsidiaries owns any real property. (a) Schedule 3(y4.20(a) contains a true, correct and complete and correct list list, as of all the real property, facilities and fixtures that (i) are leased or, in the case of fixtures, otherwise owned or possessed by the Company or any of its Subsidiaries, (ii) in connection with which the Company or any of its Subsidiaries has entered into an option agreement, participation agreement or acquisition agreement or (iii) the Company or any of its Subsidiaries has agreed to lease or otherwise acquire or may be obligated to lease or otherwise acquire in connection with the conduct of its business (collectively, including any of the foregoing acquired after the date of this Agreement, the “Real Property”), which list identifies of all of the Leased Real Property and specifies which including the address of the Company and its Subsidiaries leases, owns or possesses each item of the Leased Real Property. Schedule 3(y) also contains a Each Company Party has made available to Acquiror true, correct and complete and correct list copies of all leases and other agreements with respect the material Contracts pursuant to which the such Company Party or any of its Subsidiaries use or occupy (or have been granted an option to use or occupy) the Leased Real Property or is otherwise a party or otherwise bound or affected with respect to the Real Property, except master leases affiliated with any sub leases, easements, rights of way, access agreements, surface damage agreements, surface use agreements or similar agreements that pertain to Leased Real Property that is contained wholly within the boundaries of any leased Real Property otherwise described on Schedule 3(y) (the “Real Property Leases”). Except Each Company Party or one of its Subsidiaries has a valid and subsisting leasehold estate in all Leased Real Property, and to the knowledge of such Company Party, there are no material disputes with respect to any material Lease, in each case, subject only to Permitted Liens. With respect to each Lease and except as set forth would be, individually or in Schedule 3(y)the aggregate, all of the Real Property Leases are valid material to a Company Party or its Subsidiaries, taken as a whole, (i) such Lease is valid, binding and enforceable and in full force and effect against such Company Party or one of its Subsidiaries and, to such Company Party’s knowledge, the other party thereto, subject to the Enforceability Exceptions, and are enforceable against all parties thereto. Except each such Lease is in full force and effect, (ii) each Lease has not been amended or modified except as set forth reflected in Schedule 3(y)the modifications, neither the amendments, supplements, waivers and side letters made available to Acquiror, (iii) no Company Party nor any of its their respective Subsidiaries nor, to the Company’s Knowledge, has received or given any other party thereto is in written notice of default in any material respect or breach under any of such Real Property the Leases and no to the knowledge of such Company Party, neither such Company Party nor its Subsidiaries has received oral notice of any default or breach that has not been cured, and (iv) to the knowledge of such Company Party, there does not exist under any Lease any event has occurred which or condition which, with the giving of notice or the passage lapse of time or both both, would constitute become a default under, or otherwise give any party the right to terminate, any of breach by such Real Property Leases, Company Party or could adversely affect the Company’s or any one of its Subsidiaries’ interest Subsidiaries or, in and title each case, to such Company Party’s knowledge, the Real Property subject to any of such Real Property Leases. No Real Property Lease is subject to termination, modification or acceleration as a result of the transactions contemplated herebyother party thereto.

Real Property. Neither the Company nor any of its Subsidiaries owns any real property. (a) Schedule 3(y3.8(a) contains sets forth a complete and correct list of all the leases, subleases, licenses or other occupancy agreements of real property, facilities identifying the address thereof, by any Acquired Company (including any amendments thereto, individually, a “Real Property Lease” and fixtures that (i) are leased or, in the case of fixtures, otherwise owned or possessed by the Company or any of its Subsidiaries, (ii) in connection with which the Company or any of its Subsidiaries has entered into an option agreement, participation agreement or acquisition agreement or (iii) the Company or any of its Subsidiaries has agreed to lease or otherwise acquire or may be obligated to lease or otherwise acquire in connection with the conduct of its business (collectively, including any of the foregoing acquired after the date of this Agreement, the “Real Property”), which list identifies all of the Real Property and specifies which of the Company and its Subsidiaries leases, owns or possesses each item of the Real Property. Schedule 3(y) also contains a complete and correct list of all leases and other agreements with respect to which the Company or any of its Subsidiaries is a party or otherwise bound or affected with respect to the Real Property, except master leases affiliated with any sub leases, easements, rights of way, access agreements, surface damage agreements, surface use agreements or similar agreements that pertain to Real Property that is contained wholly within the boundaries of any leased Real Property otherwise described on Schedule 3(y) (the “Real Property Leases”). Except as set forth in Schedule 3(y), all True and complete copies of the Real Property Leases have been made available to Buyer in the Data Room. No Acquired Company is in material default under or in material breach of any Real Property Lease, and no event has occurred that would result (with or without the giving of notice, the lapse of time, or both) in a default in any material respect by any Acquired Company under any Real Property Lease. To the Knowledge of the Company, no event has occurred that (with or without notice, lapse of time or both) would constitute a material default or material breach on the part of any other party under any of the Real Property Leases. The Real Property Leases are valid and in full force and effect and are enforceable against all parties constitute valid and binding agreements of the Acquired Companies, as applicable, and to the Knowledge of the Company, the respective counterparty thereto, subject to applicable bankruptcy, insolvency, reorganization, moratorium and other Laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity), and neither any Acquired Company nor, to the Knowledge of the Company, any counterparty to any Real Property Lease is in breach of any of their respective terms in any material respect. Except No Acquired Company is a party to any agreement or option to purchase any real property or interest therein except as set forth in Schedule 3(y), neither the Company nor any of its Subsidiaries nor, to the Company’s Knowledge, any other party thereto is in default in any material respect under any of such Real Property Leases and no event has occurred which with the giving of notice or the passage of time or both would constitute a default under, or otherwise give any party the right to terminate, any of such Real Property Leases, or could adversely affect the Company’s or any of its Subsidiaries’ interest in and title to the Real Property subject to any of such Real Property Leases. No representation or warranty is made herein regarding the status of the fee title (and any matters pertaining to such fee title) of any real property subject to the Real Property Lease is Leases; it being understood and agreed that the provisions of this Section 3.8(a), as they relate to the property subject to terminationthe Real Property Leases, modification or acceleration as a result pertain only to the leasehold interest of the transactions contemplated herebyAcquired Companies.

Real Property. Neither Except as set forth on Schedule 3(aa)(i), neither the Company nor any of its the Subsidiaries owns in fee any real property. Schedule 3(y) contains a complete and correct list of all the real property, facilities and fixtures that (i) are leased or, in the case of fixtures, otherwise owned or possessed by the Company or any of its Subsidiaries, (ii) in connection with which the Company or any of its Subsidiaries has entered into an option agreement, participation agreement or acquisition agreement or (iii) the Company or any of its Subsidiaries has agreed to lease or otherwise acquire or may be obligated to lease or otherwise acquire in connection with the conduct of its business (collectively, including any of the foregoing acquired after the date of this Agreement, the “Real Property”), which list identifies all of the Real Property and specifies which of the Company and its Subsidiaries leases, owns or possesses each item of the Real Property. Schedule 3(y) also contains a complete and correct list of all leases and other agreements with respect to which the Company or any of its Subsidiaries is a party or otherwise bound or affected with respect to the Real Property, except master leases affiliated with any sub leases, easements, rights of way, access agreements, surface damage agreements, surface use agreements or similar agreements that pertain to Real Property that is contained wholly within the boundaries of any leased Real Property otherwise described on Schedule 3(y) (the “Real Property Leases”). Except as set forth in Schedule 3(y), all All of the Real Property Leases (as defined below) are valid and in full force and effect and are enforceable against all parties thereto. Except as set forth in Schedule 3(y), neither Neither the Company nor any of its the Subsidiaries nor, to the Company’s Knowledge, any other party thereto is in default in any material respect under any of such Real Property Leases and no event has occurred which with the giving of notice or the passage of time or both would could constitute a default under, or otherwise give any party the right to terminate, any of such Real Property Leases, or could adversely affect the Company’s or any of its the Subsidiaries’ interest in and title to the Real Property subject to any of such Real Property Leases. No Except as set forth on Schedule 3(aa)(ii), no Real Property Lease is subject to termination, modification or acceleration as a result of the transactions contemplated herebysale of the Common Shares or any of the other Transactions. For purposes hereof, “Real Property Lease” means each lease and other agreement with respect to which the Company or any of the Subsidiaries is a party or otherwise bound or affected with respect to the Real Property, except easements, rights of way, access agreements, surface damage agreements, surface use agreements or similar agreements that pertain to Real Property that is contained wholly within the boundaries of any leased Real Property; and “Real Property” means all the real property, facilities and fixtures that (i) are leased or, in the case of fixtures, otherwise owned or possessed by the Company or any of the Subsidiaries, (ii) in connection with which the Company or any of the Subsidiaries has entered into an option agreement, participation agreement or acquisition agreement or (iii) the Company or any of the Subsidiaries has agreed to lease or otherwise acquire or may be obligated to lease or otherwise acquire in connection with the conduct of its business.

Real Property. Neither the Company nor any of its Subsidiaries owns any real property. Schedule 3(y) The Data Room contains a complete and correct list copy of all the each Lease with respect to material real property, facilities and fixtures that (i) are property leased or, in the case of fixtures, otherwise owned or possessed by the Company or any of its Subsidiaries, (ii) in connection with which the Company or any of its Subsidiaries has entered into an option agreement, participation agreement or acquisition agreement or (iii) the Company or any of its Subsidiaries has agreed to lease or otherwise acquire or may be obligated to lease or otherwise acquire in connection with the conduct of its business (collectively, including any of the foregoing acquired after the date of this Agreement, the “Leased Real Property”), together with any supplements and amendments thereto, which such copy is true and correct in all material respects, and a list identifies which is true and correct in all material respects of material real property owned by the Company and used in the operation of the Company’s business (the “Owned Real Property”; and, together with the Leased Real Property, the “Company Real Property”). The Company Real Property comprises all of the material real property occupied or otherwise used in the operation of the Company’s business. Except as would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company or a Subsidiary of the Company has good and valid title to all of the Owned Real Property and specifies good title to all its personal property and has valid leasehold or subleasehold interests in all of the Leased Real Property, free and clear of all Liens (except for Permitted Liens, Liens arising from the terms of the related Leases and all other title exceptions, changes, defects, easements, restrictions, encumbrances and other matters, whether or not of record, which do not materially affect the continued use of the applicable property for the purposes for which such property is being used by the Company or a Subsidiary of the Company and its Subsidiaries leases, owns or possesses each item as of the date hereof), assuming the timely discharge of all obligations owing under or related to the Owned Real Property, the personal property and the Leased Real Property. Schedule 3(y) also contains a complete and correct list To the Knowledge of all leases and other agreements with respect to which the Company or any of its Subsidiaries is a party or otherwise bound or affected with respect to the Real PropertyCompany, except master leases affiliated with any sub leasespursuant to a document in the Data Room, easements, rights of way, access agreements, surface damage agreements, surface use agreements or similar agreements that pertain to Real Property that is contained wholly within the boundaries of any leased Real Property otherwise described on Schedule 3(y(i) (the “Real Property Leases”). Except as set forth in Schedule 3(y), all of the Real Property Leases are valid and in full force and effect and are enforceable against all parties thereto. Except as set forth in Schedule 3(y), neither the Company nor any of its Subsidiaries nor, to the Company’s Knowledge, any other party thereto is in default in any material respect under any of such Real Property Leases and no event has occurred which with the giving of notice or the passage of time or both would constitute a default under, leased or otherwise give granted to any party Person the right to terminate, use or occupy any of such the Owned Real Property Leases, or could adversely affect the Company’s or any material portion thereof and (ii) there are no outstanding options, rights of its Subsidiaries’ interest in and title first offer or rights of first refusal to the purchase such Owned Real Property subject to or any of such Real Property Leases. No Real Property Lease is subject to termination, modification portion thereof or acceleration as a result of the transactions contemplated herebyinterest therein.

Real Property. (a) All real property (including, all interests in and rights to real property) leased or otherwise occupied by the Company or any of its Subsidiaries (individually, a “Lease” and collectively, the “Leases”), including the address of each parcel or premises demised under each such Lease (“Leased Premises”) is identified on Schedule 4.18. Neither the Company nor any of its Subsidiaries owns any real property. Schedule 3(y) contains a complete Each of the Leases is in full force and correct list effect in accordance with its terms and the Company or one of its Subsidiaries is the sole holder of the lessee’s or tenant’s interest thereunder, in each case free and clear of all Liens, except Permitted Liens. There exists no material default under any Lease by the real propertytenant thereunder and no circumstance exists which, facilities and fixtures that (i) are leased orwith or without the giving of notice, the passage of time or both, is reasonably likely to result in such a material default. To the case Knowledge of fixturesthe Company, otherwise owned or possessed there exists no default under any Lease by the landlord thereunder and, to the Knowledge of the Company or any of its Subsidiaries, (ii) no circumstance exists which, with the giving of notice, the passage of time or both, is reasonably likely to result in connection with such a default. The Company or one of its Subsidiaries has paid all rents and other charges to the extent due and payable under the Leases. There are no leases, subleases, licenses, concessions, assignments or any other Contracts to which the Company or one of its Subsidiaries is a party granting to any Person other than the Company or one of its Subsidiaries any right to the possession, use, occupancy or enjoyment of any real property leased by the Company or any of its Subsidiaries has entered into an option agreement, participation agreement or acquisition agreement or (iii) any portion thereof. The copies of Leases delivered by the Company or any of its Subsidiaries has agreed to lease Acquiror on or otherwise acquire or may be obligated to lease or otherwise acquire in connection with the conduct of its business (collectively, including any of the foregoing acquired after before the date of this Agreement, the “Real Property”), which list identifies Agreement represent all of the Real Property and specifies which of the Company and its Subsidiaries leases, owns or possesses each item of the Real Property. Schedule 3(y) also contains a complete and correct list of all leases and other agreements with respect Contracts to which the Company or any of its Subsidiaries is are a party or otherwise bound or affected with respect pertaining to the Real Property, except master leases affiliated with any sub leases, easements, rights of way, access agreements, surface damage agreements, surface use agreements or similar agreements that pertain any parties to Real Property that is contained wholly within occupy the boundaries of any leased Real Property otherwise described on Schedule 3(y) (the “Real Property Leases”). Except as set forth in Schedule 3(y), all of the Real Property Leases are valid and in full force and effect and are enforceable against all parties thereto. Except as set forth in Schedule 3(y), neither the Company nor any of its Subsidiaries nor, to the Company’s Knowledge, any other party thereto is in default in any material respect under any of such Real Property Leases and no event has occurred which with the giving of notice or the passage of time or both would constitute a default under, or otherwise give any party the right to terminate, any of such Real Property Leases, or could adversely affect the Company’s or any of its Subsidiaries’ interest in and title to the Real Property subject to any of such Real Property Leases. No Real Property Lease is subject to termination, modification or acceleration as a result of the transactions contemplated herebyLeased Premises.

Real Property. Neither (a) Section 3.16(a) of the Company nor any of its Subsidiaries owns any real property. Schedule 3(y) contains Disclosure Letter sets forth a true, correct and complete and correct list of all real property owned by the real propertyCompany (the “Owned Real Property”). With respect to each Owned Real Property, facilities and fixtures that (i) are leased or, in the case of fixtures, otherwise owned or possessed by either the Company or any a Subsidiary of its Subsidiariesthe Company has good and marketable title in fee simple to such Owned Real Property, free and clear of all Liens other than Permitted Liens, (ii) there are no outstanding options or rights of first refusal in connection with which the Company favor of any other party to purchase such Owned Real Property or any of its Subsidiaries has entered into an option agreement, participation agreement or acquisition agreement or portion thereof and (iii) the Company there are no material leases, subleases, licenses, options, rights, concessions or other agreements affecting any portion of its Subsidiaries has agreed to lease or otherwise acquire or such Owned Real Property, except as may be obligated to lease or otherwise acquire set forth in connection with the conduct of its business (collectively, including any Section 3.16(a) of the foregoing acquired after the date of this AgreementDisclosure Letter. The Company has heretofore delivered to Parent true, the “Real Property”), which list identifies all of the Real Property correct and specifies which of the Company and its Subsidiaries leases, owns or possesses each item of the Real Property. Schedule 3(y) also contains a complete and correct list copies of all material leases and other agreements with respect pursuant to which the Company or any of its Subsidiaries is leases all or a party or otherwise bound or affected with respect to the Real Property, except master leases affiliated with portion of any sub leases, easements, rights of way, access agreements, surface damage agreements, surface use agreements or similar agreements that pertain to Owned Real Property that is contained wholly within the boundaries of any leased Real Property otherwise described on Schedule 3(y) (the “Real Property Leases”)to a third party. Except as set forth has not had and would not reasonably be expected to have, individually or in Schedule 3(y)the aggregate, all of the Real Property Leases are valid a Material Adverse Effect, (i) each such lease is valid, binding and in full force and effect and all rent and other sums and charges payable to the Company and its Subsidiaries as landlords thereunder are enforceable against all parties theretocurrent, (ii) there are no purchase options, rights of first refusal or similar rights outstanding with respect to any of the Owned Real Properties, and (iii) no termination event or condition or uncured default of a material nature on the part of the Company or, if applicable, its Subsidiary or, to the knowledge of the Company, the tenant thereunder exists under any such lease. Except as set forth in Schedule 3(y), neither Neither the Company nor any of its Subsidiaries norhas received written notice of any pending, and to the Company’s Knowledgeknowledge of the Company there is no threatened, any other party thereto is in default in any material condemnation with respect under any of such Real Property Leases and no event has occurred which with the giving of notice or the passage of time or both would constitute a default under, or otherwise give any party the right to terminate, any of such Real Property Leases, or could adversely affect the Company’s or any of its Subsidiaries’ interest in and title to the Real Property subject to any of such the Owned Real Property Leases. No Real Property Lease is subject to termination, modification or acceleration as a result of the transactions contemplated herebyProperties.