Common use of Real Property Clause in Contracts

Real Property. (a) Section 3.15(a) of the Disclosure Schedules lists: (i) the street address of each parcel of Owned Real Property, (ii) the date on which each parcel of Owned Real Property was acquired, (iii) the current owner of each such parcel of Owned Real Property, (iv) information relating to the recordation of the deed pursuant to which each such parcel of Owned Real Property was acquired and (v) the current use of each such parcel of Owned Real Property. (b) Section 3.15(b) of the Disclosure Schedules lists: (i) the street address of each parcel of Leased Real Property, (ii) the identity of the lessor, lessee and current occupant (if different from lessee) of each such parcel of Leased Real Property, (iii) the term (referencing applicable renewal periods) and fixed or basic rental payment terms of the leases (and any subleases) pertaining to each such parcel of Leased Real Property and (iv) the current use of each such parcel of Leased Real Property. (c) Except as described in Section 3.15(c) of the Disclosure Schedules, there is no violation of any Law relating to any of the Owned Real Property that would reasonably be expected to have a Material Adverse Effect. MS has made available to the Sellers (to the extent such copies are in MS' physical possession) true and complete copies of each deed for each parcel of Owned Real Property and, to the extent available, for each parcel of Leased Real Property and all the title insurance policies, title reports, surveys, certificates of occupancy, environmental reports and audits, appraisals and Permits relating to the Real Property, the operations of MS or any MS Subsidiary thereon or any other uses thereof. Subject to all applicable leases, either MS or a MS Subsidiary, as the case may be, is in peaceful and undisturbed possession of each parcel of Real Property and neither MS nor any MS Subsidiary has executed and delivered any contractual restrictions that preclude or materially restrict the ability to use the premises for the purposes for which they are currently being used. Except as set forth in Section 3.15(c) of the Disclosure Schedules, neither MS nor any MS Subsidiary has leased or subleased any parcel or any portion of any parcel of Real Property to any other Person, nor has MS or any MS Subsidiary assigned its interest under any lease or sublease listed in Section 3.15(b) of the Disclosure Schedules to any third party. (d) MS has, or has caused to be, delivered to the Sellers true and complete copies of all leases and subleases listed in Section 3.15(b) of the Disclosure Schedules. With respect to each of such leases and subleases: (i) such lease or sublease represents the entire agreement between the respective landlord and tenant with respect to such property; and (ii) except as otherwise disclosed in Section 3.15(b) of the Disclosure Schedules, with respect to each such lease or sublease: (A) neither MS nor any MS Subsidiary has received any notice of cancellation or termination under such lease or sublease and (B) neither MS nor any MS Subsidiary has received any notice of a breach or default under such lease or sublease, which breach or default has not been cured. (e) There are no condemnation proceedings or eminent domain proceedings of any kind pending or, to the actual knowledge of MS (without investigation), threatened against the Owned Real Property. (f) To the best knowledge of MS, all improvements on the Real Property constructed by or on behalf of MS or any MS Subsidiary were constructed in material compliance with all applicable Laws (including, but not limited to, any building, planning or zoning Laws) affecting such Real Property.

Real Property. (a) Section 3.15(a) Schedule III contains a legal description of the Disclosure Schedules lists: Real Property subject to the errors described in the HMH Letter. GenWest owns, possesses and will be conveying good, valid and marketable fee title to an undivided seventy-five percent (75%) interest in the Site, free and clear of all Liens other than Permitted Liens. GenWest holds good and valid title to an undivided seventy-five percent (75%) interest in the Easements, free and clear of all Liens other than (i) the street address encumbrances of each parcel of Owned Real Property, record or that would be revealed by an accurate survey and (ii) the date on which each parcel of Owned Real Property was acquired, (iii) the current owner of each such parcel of Owned Real Property, (iv) information relating to the recordation of the deed pursuant to which each such parcel of Owned Real Property was acquired and (v) the current use of each such parcel of Owned Real PropertyPermitted Liens. (b) Neither the whole nor any portion of the 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, to Sellers' Knowledge, has any such condemnation, expropriation or taking been proposed. Except as provided in the agreements listed in Section 3.15(b3.1.11 Part A of Sellers' Disclosure Schedule, none of the Sellers is a party to any lease, assignment or similar arrangement under which any of the Sellers is a lessor, assignor or otherwise makes available for use by any third party any portion of the Real Property. Except as set forth in Section 3.1.11 Part B of Sellers' Disclosure Schedule, none of the Sellers has received any notice of, or other writing referring to, any requirements or recommendations by any insurance company that has issued a policy covering any part of the 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 Real Property, which repair or work has not been completed and accepted. Sellers have not consented to the lease of, or creation of any Lien on, any of the Project by SNWA, except as described in clause (v) of the Disclosure Schedules lists: (i) the street address definition of each parcel of Leased Real Property, (ii) the identity of the lessor, lessee and current occupant (if different from lessee) of each such parcel of Leased Real Property, (iii) the term (referencing applicable renewal periods) and fixed or basic rental payment terms of the leases (and any subleases) pertaining to each such parcel of Leased Real Property and (iv) the current use of each such parcel of Leased Real PropertyPermitted Liens. (c) Except as described set forth in Section 3.15(c) 3.1.11 Part C of Sellers' Disclosure Schedule, Sellers have obtained all real estate licenses, easements and rights of way, including proofs of dedication, required to use the Real Property in the manner in which the Real Property is currently being used and required for the ownership, construction, operation and maintenance of the Disclosure SchedulesFacility. (d) To Sellers' Knowledge, there is no violation of action, proceeding or litigation pending or threatened (i) to modify the zoning of, or other governmental rules or restrictions applicable to, the Real Property or the use or development thereof, or (ii) for any Law relating to any street widening or changes in highway or traffic lanes or patterns in the immediate vicinity of the Owned Real Property that would Property, in each case, except for such actions, proceedings or litigations which, individually or in the aggregate, could not be reasonably be expected likely to have a Material Adverse Effect. MS has made available to . (e) The parcels constituting the Sellers (to Site are assessed separately from all other adjacent property not constituting the extent such copies are in MS' physical possession) true and complete copies Site for purposes of each deed for each parcel of Owned Real Property andreal property taxes assessed to, to the extent availableor paid by, for each parcel of Leased Real Property and all the title insurance policies, title reports, surveys, certificates of occupancy, environmental reports and audits, appraisals and Permits relating to the Real Property, the operations of MS or any MS Subsidiary thereon or any other uses thereof. Subject to all applicable leases, either MS or a MS Subsidiary, as the case may be, is in peaceful and undisturbed possession of each parcel of Real Property and neither MS nor any MS Subsidiary has executed and delivered any contractual restrictions that preclude or materially restrict the ability to use the premises for the purposes for which they are currently being usedGenWest. Except as set forth in Section 3.15(c) 3.1.11 Part D of Sellers' Disclosure Schedule, to Sellers' Knowledge, the Disclosure SchedulesSite complies with all applicable subdivision, neither MS nor any MS Subsidiary has leased zoning, land parcelization and local governmental taxation or subleased any parcel or any portion of any parcel of Real Property to any other Person, nor has MS or any MS Subsidiary assigned its interest under any lease or sublease listed in Section 3.15(b) of the Disclosure Schedules to any third partyseparate assessment requirements. (df) MS has, or has caused to be, delivered to the Sellers true Other than Permitted Liens and complete copies of all leases and subleases listed as set forth in Section 3.15(b) 3.1.11 Part E of Sellers' Disclosure Schedule, there are no commitments to or agreements by Sellers with any Governmental Authority affecting the use or ownership of the Disclosure Schedules. With respect Real Property and to each of such leases and subleases: (i) such lease Sellers' Knowledge, there are no commitments to or sublease represents agreements with any Governmental Authority by any other party affecting the entire agreement between the respective landlord and tenant with respect to such property; and (ii) except as otherwise disclosed in Section 3.15(b) use or ownership of the Disclosure Schedules, with respect to each such lease or sublease: (A) neither MS nor any MS Subsidiary has received any notice of cancellation or termination under such lease or sublease and (B) neither MS nor any MS Subsidiary has received any notice of a breach or default under such lease or sublease, which breach or default has not been cured. (e) There are no condemnation proceedings or eminent domain proceedings of any kind pending or, to the actual knowledge of MS (without investigation), threatened against the Owned Real Property. (fg) To Except as set forth in Section 3.1.11 Part F of Sellers' Disclosure Schedule, none of the best knowledge Sellers is a party to any agreement for the sale, exchange, encumbrance, lease or transfer of MS, all improvements on any of the Real Property constructed by or on behalf of MS or any MS Subsidiary were constructed portion of the same. (h) Except as set forth in material Section 3.1.11 Part G of Sellers' Disclosure Schedule, Sellers are in compliance with all applicable Laws (includingconditions, but not limited to, any building, planning or zoning Laws) affecting such covenants and restrictions that encumber the Real Property.

Real Property. (a) Section 3.15(aGeo has good and marketable fee title to an undivided twenty percent (20%) of interest the Disclosure Schedules lists: (i) the street address of each parcel of Owned Real Vulcan Property, (ii) and there are no liens, encumbrances, leases, security interests, easements, rights-of-way, charges, adverse claims, management agreements, continuing contracts or other exceptions to title affecting title to the date on which each parcel of Owned Real Vulcan Property was acquiredother than the matters set forth in the Preliminary Commitment for Title Insurance issued by Commonwealth Land Title Insurance Company under Order No. 35376, (iiithe “Title Report”) the current owner a true and correct copy of each such parcel of Owned Real Property, (iv) information relating which has been provided to the recordation of the deed pursuant to which each such parcel of Owned Real Property was acquired and (v) the current use of each such parcel of Owned Real PropertyCompany. (b) Section 3.15(b) The Geothermal Properties comply in all material respects with all applicable laws, ordinances, rules and regulations (including without limitation those relating to zoning and platting), and none of Geo or the Disclosure Schedules lists: (i) Principal Geo Shareholders has any Knowledge of a violation of any such laws, ordinances, rules or regulations. There is sufficient access to the street address of each parcel of Leased Real Property, (ii) Geothermal Properties to permit Geo to conduct the identity of the lessor, lessee and current occupant (if different from lessee) of each such parcel of Leased Real Property, (iii) the term (referencing applicable renewal periods) and fixed or basic rental payment terms of the leases (and any subleases) pertaining to each such parcel of Leased Real Property and (iv) the current use of each such parcel of Leased Real PropertyBusiness as contemplated. (c) All notices, licenses, permits, certificates and authority required in connection with the construction, use, occupancy, and operation of the Geothermal Properties by Geo prior to and as of the date hereof and the Effective Time, have been obtained and are in full force and effect, and none will be adversely affected by the Merger. (d) None of Geo or the Principal Geo Shareholders has any Knowledge of any structural defects in any improvements located on the Geothermal Properties. (e) Schedule 3.24 sets forth an accurate, correct and complete list of the Geothermal Agreements, a description of the leasehold rights, street address (if applicable), annual rent, royalty or other consideration obligations, expiration date, other material provisions, and list of contracts, agreements, leases, subleases, options and commitments, oral or written, affecting the Geothermal Properties or any interest therein to which Geo is a party or by which any of its interests in the Geothermal Properties is bound, and all improvements thereon. Geo has been in peaceable possession of the real property covered by each Geothermal Agreement since the commencement of the original term of such agreement, and has performed all obligations required to be performed by it to date under such Geothermal Agreement. Except as described in Section 3.15(c) of disclosed on Schedule 3.24, neither the Disclosure Schedules, there is no violation of any Law relating to Geothermal Properties nor the leasehold interest nor any of the Owned Real Property that would reasonably be expected to have a Material Adverse Effect. MS has made available leasehold improvements of Geo with respect to the Sellers (Geothermal Properties is subject to any Liens; and none of the Geothermal Properties is subject to any easements, rights of way, licenses, grants, building or use restrictions, exceptions, reservations, limitations or other impediments which adversely affect the value of the Geo’s interest therein or which interfere with or impair the present and continued use thereof in the usual and normal conduct of the business of Geo as contemplated to be conducted. Neither Geo nor, to the extent such copies Knowledge of Geo or the Principal Geo Shareholders, any other party to the Geothermal Agreements is in default under any of the Geothermal Agreements. (f) Except as disclosed on Schedule 3.24, no real property other than the Geothermal Properties is or has been used in the business of Geo. Except as disclosed on Schedule 3.24, to the Knowledge of Geo and the Principal Geo Shareholders, no Geothermal Property is located within a wetland or flood or waterfront erosion hazard area, and the buildings, structures and improvements situated thereon and appurtenances thereto and are in MS' physical possessiongood condition (subject to normal wear and tear), and as such are adequate to conduct the business of Geo as presently conducted and as contemplated. Neither the whole nor any portion of any Geothermal Property has been condemned, requisitioned or otherwise taken by any public authority, and no notice of any such condemnation, requisition or taking has been received. No such condemnation, requisition or taking is, to the Knowledge of Geo or the Principal Geo Shareholders, threatened or contemplated. Except as disclosed on Schedule 3.24, there are no public improvements pending or contemplated which may result in special assessments against or otherwise affect the Geothermal Properties. (g) true The Geothermal Properties are, to the Knowledge of Geo and complete copies the Principal Geo Shareholders, in compliance with, include all rights necessary to assure compliance with, and all buildings, structures, other improvements and fixtures on such Properties and the operations thereon conducted conform in all respects to, all applicable health, fire, water, environmental, safety, zoning, building, use or similar Rules. The zoning of each deed for each parcel of Owned Real Property and, to the extent available, for each parcel Geothermal Properties permits the existing improvements and the continuation following consummation of Leased Real Property and the transactions contemplated hereby of the business of Geo as presently conducted thereon. Geo has all the title insurance policies, title reports, surveyslicenses, certificates of occupancy, environmental reports permits and auditsauthorizations required to operate its businesses and utilize the Geothermal Properties. Geo has all easements and rights necessary or appropriate to conduct its operations, appraisals including easements for all utilities, services, roadway and Permits relating to the Real Property, the operations other means of MS or any MS Subsidiary thereon or any other uses thereof. Subject to all applicable leases, either MS or a MS Subsidiary, as the case may be, is in peaceful ingress and undisturbed possession of egress and each parcel of Real Property the Geothermal Properties has direct access to public roadways. The execution, delivery and neither MS nor any MS Subsidiary has executed performance of this First Amendment and delivered any contractual restrictions that preclude or materially restrict the ability to use transactions contemplated hereby will not result in the premises for the purposes for which they are currently being used. Except as set forth in Section 3.15(c) of the Disclosure Schedules, neither MS nor any MS Subsidiary has leased or subleased any parcel or any portion imposition of any parcel of Real Property to any transfer or other Person, nor has MS or any MS Subsidiary assigned its interest under any lease or sublease listed in Section 3.15(b) of the Disclosure Schedules to any third party. (d) MS has, or has caused to be, delivered to the Sellers true and complete copies of all leases and subleases listed in Section 3.15(b) of the Disclosure Schedules. With respect to each of such leases and subleases: (i) such lease or sublease represents the entire agreement between the respective landlord and tenant Tax with respect to such property; and (ii) except as otherwise disclosed in Section 3.15(b) of the Disclosure Schedules, with respect to each such lease or sublease: (A) neither MS nor any MS Subsidiary has received any notice of cancellation or termination under such lease or sublease and (B) neither MS nor any MS Subsidiary has received any notice of a breach or default under such lease or sublease, which breach or default has not been curedGeothermal Properties. (e) There are no condemnation proceedings or eminent domain proceedings of any kind pending or, to the actual knowledge of MS (without investigation), threatened against the Owned Real Property. (f) To the best knowledge of MS, all improvements on the Real Property constructed by or on behalf of MS or any MS Subsidiary were constructed in material compliance with all applicable Laws (including, but not limited to, any building, planning or zoning Laws) affecting such Real Property.

Real Property. (a) Section 3.15(aTitle to and Condition of Real Property. Schedule 2.13(a) of the Disclosure Schedules lists: sets forth: (i) the street address location for all Owned Real Property; (ii) the complete legal description of each parcel of Owned Real Property; (iii) a copy of all deeds, surveys, documents to title, policies of title insurance, title opinions and appraisals in the Seller’s possession or control that relate to the Real Property; and (iiiv) a copy of each written contract and a written description of each oral contract relating to the date on which each parcel of Owned Real Property was acquired, (iiiother than Permitted Liens and Contracts required to be disclosed on Schedule 1.1(d)) which either: (A) requires expected expenditures in the current owner aggregate of each such parcel more than One Hundred Fifty Thousand Dollars ($150,000) annually; (B) cannot be canceled without penalty on not less than ninety (90) days prior notice; or (C) requires payment of any commissions or brokerage fees to any third party. The Seller as indicated on Schedule 2.13(a) owns title to the Owned Real Property, (iv) information relating to in fee simple, which title shall be, on the recordation Closing Date, recorded, marketable and free and clear of the deed pursuant to any and all Liens, claims, demands or rights of any third party whatsoever, and any and all easements under which each such parcel real property may be a subservient estate as well as all rights of Owned Real Property was acquired and (v) the current use of each such parcel of Owned Real Propertyway, encroachments, restrictions, covenants, recorded or unrecorded, except for Permitted Liens. (b) Section 3.15(b) Except as disclosed on Schedule 2.13(b), no portion of the Disclosure Schedules lists: (i) the street address of each parcel of Leased Real Property, (ii) the identity of the lessor, lessee and current occupant (if different from lessee) of each such parcel of Leased Real Property, (iii) the term (referencing applicable renewal periods) and fixed or basic rental payment terms of the leases (and any subleases) pertaining to each such parcel of Leased Owned Real Property and (iv) is subject to any pending condemnation proceeding by any public or quasi-public authority and, to the current use knowledge of each such parcel of Leased Real Property. (c) Except as described in Section 3.15(c) of the Disclosure SchedulesSeller, there is no threatened condemnation proceeding with respect thereto. Schedule 2.13(b) lists any notice of an increase in the assessed (or equalized) valuation of the Owned Real Property and, except for such notice (or as disclosed on Schedule 2.13(b)), no notice of any contemplated special assessment has been given and there is, to the knowledge of Seller, no other threatened special assessment pertaining to any portion of the Owned Real Property. Except as disclosed on Schedule 2.13(b), the Seller has not received written notice of any outstanding violation of any Law relating Regulation respecting any portion of the Owned Real Property and no written notice of any such violation has been issued to the Seller by any Governmental Entity requiring construction, alterations or installation in connection with any portion of the Owned Real Property that would reasonably be expected to have a Material Adverse Effecthas not been complied with. MS has made available to Except as disclosed in Schedules 2.13(b) or 2.5-1, the Sellers (to the extent such copies are in MS' physical possession) true and complete copies of each deed for each parcel of Owned Real Property andis supplied with utilities and other services necessary for the operation of the facilities located thereon as presently conducted, and all of such services are adequate to conduct that portion of the extent availableBusiness as is presently conducted at such Owned Real Property; the Seller has not sublet, for each parcel underlet or assigned any portion of Leased the Owned Real Property and all the title insurance policies, title reports, surveys, certificates of occupancy, environmental reports and audits, appraisals and Permits relating to the Real Property, the operations of MS or any MS Subsidiary thereon or any other uses thereof. Subject to all applicable leases, either MS or a MS Subsidiary, as the case may be, no third party is in peaceful and undisturbed possession of each parcel of Real Property and neither MS nor any MS Subsidiary has executed and delivered any contractual restrictions that preclude or materially restrict the ability to use the premises for the purposes for which they are currently being used. Except as set forth in Section 3.15(c) of the Disclosure Schedules, neither MS nor any MS Subsidiary has leased or subleased any parcel or any portion of any parcel of Real Property to any other Person, nor has MS or any MS Subsidiary assigned its interest under any lease or sublease listed in Section 3.15(b) of the Disclosure Schedules to any third party. (d) MS has, or has caused to be, delivered to the Sellers true and complete copies of all leases and subleases listed in Section 3.15(b) of the Disclosure Schedules. With respect to each of such leases and subleases: (i) such lease or sublease represents the entire agreement between the respective landlord and tenant with respect to such property; and (ii) except as otherwise disclosed in Section 3.15(b) of the Disclosure Schedules, with respect to each such lease or sublease: (A) neither MS nor any MS Subsidiary has received any notice of cancellation or termination under such lease or sublease and (B) neither MS nor any MS Subsidiary has received any notice of a breach or default under such lease or sublease, which breach or default has not been cured. (e) There are no condemnation proceedings or eminent domain proceedings of any kind pending or, to the actual knowledge of MS (without investigation), threatened against the Owned Real Property. (f) To Property other than the best knowledge Seller; and the zoning of MS, all improvements on each portion of the Owned Real Property constructed by or on behalf permits the presently existing improvements and the continuation of MS or any MS Subsidiary were constructed in material compliance with all applicable Laws (including, but not limited to, any building, planning or zoning Laws) affecting such Real Propertythe Business presently being conducted thereon as a conforming use.

Real Property. Schedule 4.14(a) sets forth, as of the date of this Agreement, a complete list of all material real property and interests in real property, foreign and domestic, owned in fee by Satlynx or any of its Subsidiaries (individually, a “Satlynx Owned Property”) or that is used exclusively in the AMC-23 Business (individually, an “AMC-23 Owned Property”). Schedule 4.14(b) sets forth, as of the date of this Agreement, a complete list of all material real property and interests in real property leased by Satlynx or any of its Subsidiaries (individually, a “Satlynx Leased Property”) or that is leased exclusively in connection with the AMC-23 Business (individually, an “AMC-23 Leased Property”). (i) Either Satlynx or one of its Subsidiaries has good and marketable fee title to all Satlynx Owned Property and valid leasehold estates in all Satlynx Leased Property (a Satlynx Owned Property or Satlynx Leased Property being sometimes referred to herein, individually, as a “Satlynx Property”), and (ii) either SES or one of the SES Entities has good and marketable fee title to all AMC-23 Owned Property and valid leasehold estates in all AMC-23 Leased Property (an AMC-23 Owned Property or AMC-23 Leased Property being sometimes referred to herein, individually, as an “AMC-23 Property”), in each case free and clear of all Encumbrances, except (a) Section 3.15(aPermitted Encumbrances, (b) leases, subleases and similar agreements set forth in Schedule 4.14(b), (c) easements, covenants, rights-of-way and other similar restrictions of record that do not materially interfere with the current use of the Disclosure Schedules lists: relevant Satlynx Property or AMC-23 Property, (d) (i) the street address of each parcel of Owned Real Propertyzoning, building and other similar restrictions, (ii) Encumbrances that have been placed by any developer, landlord or other third party on property over which either SES or one of the date SES Entities has easement rights or on which each parcel of Owned Real any Satlynx Leased Property was acquired, or AMC-23 Leased Property and subordination or similar agreements relating thereto and (iii) the current owner of each such parcel of Owned Real Propertyunrecorded easements, (iv) information relating to the recordation of the deed pursuant to which each such parcel of Owned Real Property was acquired covenants, rights-of-way and (v) other similar restrictions that do not materially interfere with the current use of each such parcel of Owned Real the relevant Satlynx Property or AMC-23 Property. (b) Section 3.15(b) of the Disclosure Schedules lists: (i) the street address of each parcel of Leased Real Property, (ii) the identity of the lessor, lessee and current occupant (if different from lessee) of each such parcel of Leased Real Property, (iii) the term (referencing applicable renewal periods) and fixed or basic rental payment terms of the leases (and any subleases) pertaining to each such parcel of Leased Real Property and (iv) the current use of each such parcel of Leased Real Property. (c) Except as described in Section 3.15(c) of the Disclosure Schedules, there is no violation of any Law relating to any of the Owned Real Property that would reasonably be expected to have a Material Adverse Effect. MS has made available to the Sellers (to the extent such copies are in MS' physical possession) true and complete copies of each deed for each parcel of Owned Real Property and, to the extent available, for each parcel of Leased Real Property and all the title insurance policies, title reports, surveys, certificates of occupancy, environmental reports and audits, appraisals and Permits relating to the Real Property, the operations of MS or any MS Subsidiary thereon or any other uses thereof. Subject to all applicable leases, either MS or a MS Subsidiary, as the case may be, is in peaceful and undisturbed possession of each parcel of Real Property and neither MS nor any MS Subsidiary has executed and delivered any contractual restrictions that preclude or materially restrict the ability to use the premises for the purposes for which they are currently being used. Except as set forth in Section 3.15(c) of the Disclosure Schedules, neither MS nor any MS Subsidiary has leased or subleased any parcel or any portion of any parcel of Real Property to any other Person, nor has MS or any MS Subsidiary assigned its interest under any lease or sublease listed in Section 3.15(b) of the Disclosure Schedules to any third party. (d) MS has, or has caused to be, delivered to the Sellers true and complete copies of all leases and subleases listed in Section 3.15(b) of the Disclosure Schedules. With respect to each of such leases and subleases: (i) such lease or sublease represents the entire agreement between the respective landlord and tenant with respect to such property; and (ii) except as otherwise disclosed in Section 3.15(b) of the Disclosure Schedules, with respect to each such lease or sublease: (A) neither MS nor any MS Subsidiary has received any notice of cancellation or termination under such lease or sublease and (B) neither MS nor any MS Subsidiary has received any notice of a breach or default under such lease or sublease, which breach or default has not been cured. (e) There are no condemnation proceedings or eminent domain proceedings of any kind pending or, to the actual knowledge of MS (without investigation), threatened against the Owned Real Property. (f) To the best knowledge of MS, all improvements on the Real Property constructed by or on behalf of MS or any MS Subsidiary were constructed in material compliance with all applicable Laws (including, but not limited to, any building, planning or zoning Laws) affecting such Real Property.

Real Property. 5.5.1 All the Assets consisting of Real Property interests are described on SCHEDULE 1.28. Except as otherwise disclosed on SCHEDULE 1.28, Seller holds indefeasible fee simple title to the Real Property shown as being owned by Seller on SCHEDULE 1.28 and the valid and enforceable right to use and possess such Real Property, subject only to the Permitted Encumbrances. Seller has valid leasehold interests in Real Property pursuant to the leases described on SCHEDULE 1.28 with respect to other Real Property not owned or leased by Seller, Seller has the valid and enforceable right to use all other Real Property pursuant to the easements, licenses, rights-of-way or other rights described on SCHEDULE 1.28, subject only to Permitted Encumbrances. The Real Property includes all the real property interests necessary to permit Buyer to conduct the Business substantially as it is being conducted on this date in compliance with all Legal Requirements. 5.5.2 The documents delivered by Seller to Buyer as evidence of each lease of Real Property constitute the entire agreement with the landlord in question and are valid and in full force and effect. There are no leases or other agreements, oral or written, granting to any Person other than Seller the right to occupy or use any Real Property, except Permitted Encumbrances or as described on SCHEDULE 1.28. All leases, easements, rights-of-way and other rights appurtenant to, or which are necessary for Seller's current use of, any Real Property are valid and in full force and effect, and Seller has not given or received any notice with respect to the termination or breach of any rights or obligations under such agreements. Each parcel of Real Property, any improvements constructed thereon and their current use conform to (a) Section 3.15(a) of all applicable Legal Requirements, including zoning requirements and the Disclosure Schedules lists: (i) the street address of each parcel of Owned Real PropertyAmericans with Disabilities Act, (ii) the date on which each parcel of Owned Real Property was acquired, (iii) the current owner of each such parcel of Owned Real Property, (iv) information relating to the recordation of the deed pursuant to which each such parcel of Owned Real Property was acquired and (v) the current use of each such parcel of Owned Real Property. (b) Section 3.15(b) of the Disclosure Schedules lists: (i) the street address of each parcel of Leased Real Propertyall restrictive covenants, (ii) the identity of the lessor, lessee and current occupant (if different from lessee) of each such parcel of Leased Real Property, (iii) the term (referencing applicable renewal periods) and fixed or basic rental payment terms of the leases (and any subleases) pertaining to each such parcel of Leased Real Property and (iv) the current use of each such parcel of Leased Real Property. (c) Except as described in Section 3.15(c) of the Disclosure Schedules, there is no violation of any Law relating to any of the Owned Real Property that would reasonably be expected to have a Material Adverse Effect. MS has made available to the Sellers (to the extent such copies are in MS' physical possession) true and complete copies of each deed for each parcel of Owned Real Property and, to the extent available, for each parcel of Leased Real Property and all the title insurance policies, title reports, surveys, certificates of occupancy, environmental reports and audits, appraisals and Permits relating to the Real Property, the operations of MS or any MS Subsidiary thereon or any other uses thereof. Subject to all applicable leases, either MS or a MS Subsidiary, as the case may be, is in peaceful and undisturbed possession of each parcel of Real Property and neither MS nor any MS Subsidiary has executed and delivered any contractual restrictions that preclude or materially restrict the ability to use the premises for the purposes for which they are currently being used. Except as set forth in Section 3.15(c) of the Disclosure Schedules, neither MS nor any MS Subsidiary has leased or subleased any parcel or any portion of any parcel of Real Property to any other Person, nor has MS or any MS Subsidiary assigned its interest under any lease or sublease listed in Section 3.15(b) of the Disclosure Schedules to any third party. (d) MS hasany, or has caused to be, delivered to the Sellers true and complete copies of other Encumbrances affecting all leases and subleases listed in Section 3.15(b) of the Disclosure Schedules. With respect to each or part of such leases and subleases: (i) such lease or sublease represents the entire agreement between the respective landlord and tenant with respect to such property; and (ii) except as otherwise disclosed in Section 3.15(b) of the Disclosure Schedules, with respect to each such lease or sublease: (A) neither MS nor any MS Subsidiary has received any notice of cancellation or termination under such lease or sublease and (B) neither MS nor any MS Subsidiary has received any notice of a breach or default under such lease or sublease, which breach or default has not been curedparcel. (e) There are no condemnation proceedings or eminent domain proceedings of any kind pending or, to the actual knowledge of MS (without investigation), threatened against the Owned Real Property. (f) To the best knowledge of MS, all improvements on the Real Property constructed by or on behalf of MS or any MS Subsidiary were constructed in material compliance with all applicable Laws (including, but not limited to, any building, planning or zoning Laws) affecting such Real Property.

Real Property. (a) Section 3.15(aSchedule 3.14(a) sets forth a correct and complete list of all real property owned by the Disclosure Schedules lists: Purchased Companies (the “Owned Real Property”) and the owner thereof. Except as set forth on Schedule 3.14(a): (i) the street address of each parcel of applicable Purchased Company has good and marketable fee simple title to such Owned Real Property, free and clear of all Liens, except Permitted Liens, (ii) no Purchased Company has leased or otherwise granted to any Person the date on which each parcel of right to use or occupy such Owned Real Property was acquiredor any portion thereof, (iii) the current owner there are no outstanding options, rights of each first offer or rights of first refusal to purchase such parcel of Owned Real PropertyProperty or any portion thereof or interest therein, (iv) information no Purchased Company is a party to any agreement or option to purchase, or holds any options, rights of first offer or rights of first refusal to purchase any real property or interest therein relating to the recordation respective businesses of the deed pursuant to which each such parcel of Owned Real Property was acquired Purchased Companies, and (v) the current use of each such parcel of Owned Real Property. (b) Section 3.15(b) of the Disclosure Schedules lists: (i) the street address of each parcel of Leased Real Property, (ii) the identity of the lessor, lessee and current occupant (if different from lessee) of each such parcel of Leased Real Property, (iii) the term (referencing applicable renewal periods) and fixed or basic rental payment terms of the leases (and any subleases) pertaining to each such parcel of Leased Real Property and (iv) the current use of each such parcel of Leased Real Property. (c) Except as described in Section 3.15(c) of the Disclosure Schedules, there is no violation of any Law relating to any of the Owned Real Property that would reasonably be expected to have a Material Adverse Effect. MS Griffon has made available prior to the Sellers (date of this Agreement to the extent such copies are in MS' physical possession) true and complete Buyer copies of each deed for each parcel of Owned Real Property andand all title insurance materials, surveys, appraisals and similar materials relating to the Owned Real Property, in each case to the extent available, for each parcel in either Seller’s or any Purchased Company’s possession or control. (b) Schedule 3.14(b) sets forth a correct and complete list of all real property that is leased or subleased and occupied by the Purchased Companies (the “Leased Real Property Property”) and all together with the title insurance policies, title reports, surveys, certificates of occupancy, environmental reports and audits, appraisals and Permits relating to the Owned Real Property, (the operations of MS or any MS Subsidiary thereon or any other uses thereof. Subject to all applicable leases, either MS or a MS Subsidiary, “Real Property”) as the case may be, is in peaceful and undisturbed possession of each parcel of Real Property and neither MS nor any MS Subsidiary has executed and delivered any contractual restrictions that preclude or materially restrict the ability to use the premises for the purposes for which they are currently being used. Except as set forth in Section 3.15(c) of the Disclosure Schedules, neither MS nor any MS Subsidiary has leased or subleased any parcel or any portion date of any parcel of Real Property to any other Person, nor has MS or any MS Subsidiary assigned its interest under any lease or sublease listed in Section 3.15(b) of the Disclosure Schedules to any third party. (d) MS this Agreement. Griffon has, or has caused to be, delivered made available to the Sellers true Buyer correct and complete copies of all leases and subleases listed in Section 3.15(b) each of the Disclosure Schedulesleases pursuant to which each Purchased Company leases the Leased Real Property (the “Leases”). With respect Each Lease is valid and binding on the Purchased Company party thereto and enforceable in accordance with its terms (subject to each applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting generally the enforcement of such leases creditors’ rights and subleases: (i) such lease or sublease represents the entire agreement between the respective landlord and tenant with respect subject to such property; and (ii) except as otherwise disclosed in Section 3.15(b) general principles of equity). None of the Disclosure SchedulesPurchased Companies, and, to the Knowledge of the Seller, none of the other parties thereto, are in breach or default under any Lease, and, to the Knowledge of the Seller, no circumstances or state of facts presently exists which, with respect to each such lease the giving of notice or sublease: (A) neither MS nor any MS Subsidiary has received any notice passage of cancellation time, or termination under such lease or sublease and (B) neither MS nor any MS Subsidiary has received any notice of both, would constitute a breach or default under any Lease. Except as set forth on Schedule 3.14(b), no Purchased Company has leased or otherwise granted to any Person the right to use or occupy such lease Leased Real Property or subleaseany portion thereof. (c) Except as set forth on Schedule 3.14(c), as of the date of this Agreement, there are no material pending or, to the Knowledge of the Seller, threatened, appropriation, condemnation, eminent domain or like proceedings relating to the Real Property. (d) All buildings, structures, fixtures, building systems and equipment, and all components which breach or default has not been curedare part of the Real Property are in good condition and structurally sound in all material respects, and all mechanical and other systems located therein are in good operating condition, subject to normal wear, and are sufficient for the operation of the respective businesses of the Purchased Companies as presently conducted in all material respects. (e) There Neither ISC Farmingdale nor, any of the other parties thereto are no condemnation proceedings in breach of, or eminent domain proceedings of any kind pending orin default under, the ▇▇▇ Lease or the ▇▇▇ Sublease, and, to the actual knowledge Knowledge of MS (without investigation)the Seller, threatened against no circumstances or state of facts presently exists which, with the Owned Real Propertygiving of notice or passage of time, or both, would constitute a breach or default under the ▇▇▇ Lease or the ▇▇▇ Sublease. ISC Farmingdale has met all of the requirements provided in Section 2.5 of the ▇▇▇ Lease, including completion of the Project at a cost of at least $35,000,000 and provision of all certificates to the Agency as required by the ▇▇▇ Lease. (f) To the best knowledge of MS, all improvements on the Real Property constructed by or on behalf of MS or any MS Subsidiary were constructed in material compliance with all applicable Laws (including, but not limited to, any building, planning or zoning Laws) affecting such Real Property.

Real Property. (a) The applicable Transferred FH Companies and their Closing Subsidiaries or the FH Affiliates (in respect of the FH Business), as set forth on Section 3.15(aA(13) of the Seller’s Disclosure Schedules lists: Letter, have (ior immediately prior to the Closing will have) good and valid title in fee simple (or local foreign law equivalent) to the street address Owned Real Property, free and clear of all Encumbrances other than Permitted Encumbrances. Except for Permitted Encumbrances and as disclosed in Section 3.14(a) of the Seller’s Disclosure Letter, with respect to each parcel of Owned Real Property, no Transferred FH Company and their Closing Subsidiaries or the FH Affiliates (ii) the date on which each parcel of Owned Real Property was acquired, (iii) the current owner of each such parcel of Owned Real Property, (iv) information relating to the recordation in respect of the deed pursuant FH Business) have entered into any lease, sublease, license, option to which each purchase, right of first refusal, or other similar agreement, written or oral, granting to any Person the present or future right to acquire, use or occupy such parcel of Owned Real Property was acquired and (v) or any portion thereof. To the current use Knowledge of each Seller, all facilities located on such parcel of Owned Real PropertyProperty are supplied with utilities and other services (such as gas, electricity, water, telephone, sanitary sewer and storm sewer) via public roads or via permanent, irrevocable, appurtenant easements benefiting such parcel, all of which services are sufficient for the conduct of the FH Business as currently conducted in the ordinary course at that location. (b) Section 3.15(bA(11) of Seller’s Disclosure Letter lists all Leases, including the Disclosure Schedules lists: (i) addresses of the street address of each parcel of applicable Leased Real Property. True, (ii) the identity correct and complete copies of all Leases in effect as of the lessor, lessee and current occupant (if different from lessee) of each such parcel of Leased Real Property, (iii) date hereof relating to the term (referencing applicable renewal periods) and fixed or basic rental payment terms of the leases (and any subleases) pertaining to each such parcel of Leased Real Property have heretofore been delivered by Seller to Buyer. To the Knowledge of Seller, all such Leases are valid, binding and (iv) in full force and effect and are enforceable by the current use lessee thereunder, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of each such parcel general applicability relating to or affecting creditors’ rights and to general equity principles. To the Knowledge of Seller, no lessee under any Lease relating to Leased Real PropertyProperty is in material default under any such Lease. (c) Except as described in Section 3.15(c) As of the Disclosure Schedulesdate hereof, there none of the FH Share Sellers, the FH Asset Sellers or any of the Transferred FH Companies or their Closing Subsidiaries or the FH Affiliates (in respect of the FH Business) has received any written notice from any Governmental Authority that the Real Property is no in any violation of any Law relating federal, state or municipal law, ordinance, order, regulation or requirement that would, individually or in the aggregate, reasonably be expected to be material to the FH Business, taken as a whole. (d) As of the date hereof, none of the Transferred FH Companies or their Closing Subsidiaries or the FH Affiliates (in respect of the FH Business) has received any written notice that (i) any condemnation proceeding is pending or threatened with respect to any of the Owned Real Property that would reasonably be expected to have a Material Adverse Effect. MS has made available to the Sellers (to the extent such copies are in MS' physical possession) true and complete copies of each deed for each parcel of Owned Real Property and, to the extent available, for each parcel of Leased Real Property and all the title insurance policies, title reports, surveys, certificates of occupancy, environmental reports and audits, appraisals and Permits relating to the Real Property, the operations of MS Effect or any MS Subsidiary thereon or any other uses thereof. Subject to all applicable leases, either MS or a MS Subsidiary, as the case may be, is in peaceful and undisturbed possession of each parcel of Real Property and neither MS nor any MS Subsidiary has executed and delivered any contractual restrictions that preclude or materially restrict the ability to use the premises for the purposes for which they are currently being used. Except as set forth in Section 3.15(c) of the Disclosure Schedules, neither MS nor any MS Subsidiary has leased or subleased any parcel or any portion of any parcel of Real Property to any other Person, nor has MS or any MS Subsidiary assigned its interest under any lease or sublease listed in Section 3.15(b) of the Disclosure Schedules to any third party. (d) MS has, or has caused to be, delivered to the Sellers true and complete copies of all leases and subleases listed in Section 3.15(b) of the Disclosure Schedules. With respect to each of such leases and subleases: (i) such lease or sublease represents the entire agreement between the respective landlord and tenant with respect to such property; and (ii) except as otherwise disclosed in Section 3.15(b) of any material zoning or building code, ordinance, order or regulation is or will be violated by the Disclosure Schedulescontinued maintenance, with respect to each such lease operation or sublease: (A) neither MS nor any MS Subsidiary has received any notice of cancellation or termination under such lease or sublease and (B) neither MS nor any MS Subsidiary has received any notice of a breach or default under such lease or sublease, which breach or default has not been cured. (e) There are no condemnation proceedings or eminent domain proceedings use of any kind pending or, to the actual knowledge of MS (without investigation), threatened against the Owned Real Property. (f) To the best knowledge of MS, all buildings or other improvements on the any Real Property constructed by or on behalf of MS or any MS Subsidiary were constructed in material compliance the ordinary course consistent with all applicable Laws (including, but not limited to, any building, planning or zoning Laws) affecting such Real Propertypast practice.

Real Property. (a) Section 3.15(aSchedule 5.9(a) of lists all Real Property owned by Seller (the Disclosure Schedules lists: “Owned Real Property”). Except as set forth on Schedule 5.9(a): (i) Seller has good, marketable, and indefeasible fee simple title to all of the street address of each parcel of Owned Real Property, free and clear of all Encumbrances other than Permitted Encumbrances; (ii) There are no leases or other use or occupancy agreements granting to any Person a right to occupy or otherwise use any part of the date Owned Real Property; (iii) There are no outstanding options, rights of first offer, rights of first refusal or other agreements granting to any Person a right to purchase the Owned Real Property or any part thereof or interest therein; (iv) There are no arrangements or commitments of any kind pursuant to which the Owned Real Property (or any part thereof or interest therein) will become subject to any Encumbrances other than Permitted Encumbrances; (v) There are no Persons other than Seller in possession of any Owned Real Property or any part of any Owned Real Property; (vi) Seller has received no notice in writing or by publication of any appropriation, condemnation or like proceeding or of any violation of any applicable zoning-related Legal Requirement relating to or affecting any of the Owned Real Property, and to the Knowledge of Seller, there is no such violations. (b) Schedule 5.9(b) lists (i) all Purchased Assets consisting of real property leases pursuant to which any real property is leased by Seller (the “Real Property Leases”) and (ii) all Purchased Assets consisting of other interests in real property that are not Owned Real Property, and that have been memorialized in writing, including easements, Licenses, rights to access, rights-of-way and other real property interests that are used in the operation of the Systems (collectively, the “Easements”). Each Real Property Lease and Easement is legal, valid, binding and enforceable against Seller and, to Seller’s Knowledge, against each other party thereto in accordance with its terms. Except as set forth on which Schedule 5.9(b), Seller has not received any notice of any violation or breach of, or any default under, any Real Property Lease or Easement and there are presently no uncured breaches or defaults under any Real Property Lease or Easement. To Seller’s Knowledge, no event has occurred that, with notice or passage of time or both, would constitute a violation or breach of, or default under, any Real Property Lease or Easement by Seller or any other party thereto. (c) To Seller’s Knowledge, each parcel of Owned Real Property was acquiredand real property covered by a Real Property Lease (“Leased Real Property”), (iii) including any improvements constructed thereon and the current owner use thereof, conform in all material respects to all applicable Legal Requirements and any restrictive covenants or other Encumbrances affecting all or any part of each such parcel Real Property. There are no material physical, structural, or mechanical defects on, and all of the fixtures and improvements, including leasehold improvements, to the Owned Real Property and Leased Real Property, (iv) information relating and the Owned Real Property and Leased Real Property are in good condition and repair, except for ordinary wear and tear and routine repairs, are operating, and are sufficient to enable the recordation of Owned Real Property and Leased Real Property to be used in all material respects in the deed pursuant to manner in which each such it is currently being used and operated by Seller. Each parcel of Owned Real Property was acquired and (v) the current use of each such parcel of Owned Real Property. (b) Section 3.15(b) of the Disclosure Schedules lists: (i) the street address of each parcel of Leased Real Property, (ii) the identity of the lessor, lessee and current occupant (if different from lessee) of each such parcel of Leased Real Property, (iii) the term (referencing applicable renewal periods) and fixed or basic rental payment terms of the leases (and any subleases) pertaining to each such parcel of Leased Real Property and (iv) the current use of each such parcel of Leased Real Property. (c) Except as described in Section 3.15(c) of the Disclosure Schedules, there is no violation of any Law relating to any of the Owned Real Property that would reasonably be expected to have a Material Adverse Effect. MS has made available to the Sellers (to the extent such copies are in MS' physical possession) true and complete copies Knowledge of each deed for each parcel of Owned Real Property andSeller, to the extent available, for each parcel of Leased Real Property has access, ingress and all the title insurance policiesegress, title reports, surveys, certificates of occupancy, environmental reports and audits, appraisals and Permits relating to the Real Property, the operations of MS or any MS Subsidiary thereon or any other uses thereof. Subject to all applicable leases, either MS or a MS Subsidiaryvalid, as the case may beperpetual easement to a public right-of-way providing access, is in peaceful ingress and undisturbed possession of each parcel of Real Property and neither MS nor any MS Subsidiary has executed and delivered any contractual restrictions that preclude or materially restrict the ability to use the premises egress adequate for the purposes for which they are currently being used. Except as set forth in Section 3.15(c) of the Disclosure Schedules, neither MS nor any MS Subsidiary has leased or subleased any parcel or any portion of any parcel of Real Property to any other Person, nor has MS or any MS Subsidiary assigned its interest under any lease or sublease listed in Section 3.15(b) of the Disclosure Schedules to any third partytheir current use. (d) MS has, or has caused to be, delivered to the Sellers true and complete copies of all leases and subleases listed in Section 3.15(b) of the Disclosure Schedules. With respect to each of such leases and subleases: (i) such lease or sublease represents the entire agreement between the respective landlord and tenant with respect to such property; and (ii) except as otherwise disclosed in Section 3.15(b) of the Disclosure Schedules, with respect to each such lease or sublease: (A) neither MS nor any MS Subsidiary has received any notice of cancellation or termination under such lease or sublease and (B) neither MS nor any MS Subsidiary has received any notice of a breach or default under such lease or sublease, which breach or default has not been cured. (e) There are no condemnation proceedings or eminent domain proceedings of any kind pending or, to the actual knowledge of MS (without investigation), threatened against the Owned Real Property. (f) To the best knowledge of MS, all improvements on the Real Property constructed by or on behalf of MS or any MS Subsidiary were constructed in material compliance with all applicable Laws (including, but not limited to, any building, planning or zoning Laws) affecting such Real Property.

Real Property. (a) Section 3.15(a) of the Disclosure Schedules lists: (i) The Seller has previously delivered to the Purchaser a schedule which contains (A) a true, current and complete list of all Owned Real Property and (B) a true and accurate description of (1) the street address of for each parcel of Owned Real Property, together with an indication as to whether each such parcel is active or inactive and (2) the net book value as of March 31, 2009 for each parcel of Owned Real Property; and (ii) the date on which Company or a Subsidiary has good and marketable title in fee simple to each parcel of Owned Real Property was acquiredfree and clear of all liens and Encumbrances, (iii) the current owner except Permitted Encumbrances. There are no outstanding options, rights of each such parcel first offer or rights of Owned Real Property, (iv) information relating first refusal to the recordation of the deed pursuant to which each such parcel of purchase any Owned Real Property was acquired and (v) or any portion thereof. The Seller has made a good faith effort to make available to the current use Purchaser copies of each such parcel all policies of title insurance currently existing in favor of the Company and/or a Subsidiary with respect to Owned Real Property. (b) Section 3.15(b) of the Disclosure Schedules lists: (i) The Seller has previously delivered to the Purchaser a schedule that contains a true, current and complete list of (1) the street address of each parcel of Leased Real Property, (ii2) the identity of the lessor, lessee and current occupant (if different from lessee) of each such parcel of Leased Real Property, and (3) the current base rent payments due under such leases; (ii) the Company or a Subsidiary has, and at Closing will have, good and valid leasehold interests in each of the Leased Real Properties, and such leasehold interests are free and clear of all Encumbrances, except Permitted Encumbrances; and (v) (A) the Seller has delivered to the Purchaser, true and complete copies of the documentation relating to each Continuing Lease and (B) there has not been any sublease or assignment entered into by the Company or any Subsidiary in respect of the Continuing Leases. (i) Neither the Company, nor any Subsidiary, has leased, subleased, licensed or otherwise granted any Person the right to use or occupy all or any portion of the Real Property and other than the Company and/or a Subsidiary there are no parties in possession of any portion of the Real Property, whether as lessees, tenants at will, trespassers or otherwise; (ii) neither the Company, nor any Subsidiary, has received notice of any pending condemnation or similar proceeding affecting any portion of the Real Property and, to the Seller’s Knowledge, no such action is presently contemplated or threatened; and (iii) to the term (referencing applicable renewal periods) and fixed or basic rental payment terms of the leases (and any subleases) pertaining to each such parcel of Leased Real Property and (iv) the current use of each such parcel of Leased Real Property. (c) Except as described in Section 3.15(c) of the Disclosure SchedulesSeller’s Knowledge, there is no violation law, ordinance, order, regulation or requirement now in existence which would require (in the absence of any Law relating applicable grandfathering and waivers) any material expenditure to remediate, remedy, remove, modify or improve any portion of the Owned Real Property that in order to bring it into material compliance therewith. (d) All Continuing Leases are valid and in full force and effect except to the extent they have previously expired in accordance with their terms or where the failure to be in full force and effect, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. MS has made available to Neither the Sellers (to the extent such copies are in MS' physical possession) true and complete copies of each deed for each parcel of Owned Real Property and, to the extent available, for each parcel of Leased Real Property and all the title insurance policies, title reports, surveys, certificates of occupancy, environmental reports and audits, appraisals and Permits relating to the Real Property, the operations of MS or any MS Subsidiary thereon or any other uses thereof. Subject to all applicable leases, either MS or a MS Subsidiary, as the case may be, is in peaceful and undisturbed possession of each parcel of Real Property and neither MS Company nor any MS Subsidiary has executed and delivered any contractual restrictions that preclude or materially restrict the ability to use the premises for the purposes for which they are currently being used. Except as set forth in Section 3.15(c) of the Disclosure Schedules, neither MS nor Subsidiaries has violated any MS Subsidiary has leased or subleased any parcel or any portion of any parcel of Real Property to any other Person, nor has MS or any MS Subsidiary assigned its interest under any lease or sublease listed in Section 3.15(b) of the Disclosure Schedules to any third party. (d) MS hasprovision of, or has caused committed or failed to be, delivered to the Sellers true and complete copies of all leases and subleases listed in Section 3.15(b) of the Disclosure Schedules. With respect to each of such leases and subleases: (i) such lease or sublease represents the entire agreement between the respective landlord and tenant with respect to such property; and (ii) except as otherwise disclosed in Section 3.15(b) of the Disclosure Schedulesperform any act which, with respect to each such lease or sublease: (A) neither MS nor any MS Subsidiary has received any notice without notice, lapse of cancellation time or termination under such lease or sublease and (B) neither MS nor any MS Subsidiary has received any notice of both would constitute a breach or default under such lease or sublease, which breach or default has not been cured. (e) There are no condemnation proceedings or eminent domain proceedings of any kind pending or, to the actual knowledge of MS (without investigation), threatened against the Owned Real Property. (f) To the best knowledge of MS, all improvements on the Real Property constructed by or on behalf of MS or any MS Subsidiary were constructed in material compliance with all applicable Laws (including, but not limited toprovisions of, any buildingContinuing Lease, planning except in each case for those violations and defaults which, individually or zoning Laws) affecting such Real Propertyin the aggregate, would not reasonably be expected to have a Material Adverse Effect.

Real Property. (a) Section 3.15(a) of the Disclosure Schedules lists: (i) Schedule 4.07(a)(i) describes all real property, or any interest therein, owned in whole or in part (and states the street address names of each parcel the owners, the nature of their affiliation with Sellers and their respective ownership percentages in any partially owned real property) by Sellers and their Affiliates and used in connection with the operation of the Facilities as of the Execution Date, including, without limitation, any easements, licenses or similar interests (“Owned Real Property”). (ii) Except as described on Schedule 4.07(a)(i), there is no real property other than the Owned Real Property owned, leased, used or occupied by either Company in connection with the ownership and operation of the applicable Facility. Such Company has made available to Purchaser, to the extent within such Company’s possession or control, a copy of all certificates of occupancy for the Owned Real Property, (ii) a copy of all special or conditional use permits, and any variance granted with respect to the date on which each parcel of Owned Real Property was acquiredpursuant to applicable zoning laws or ordinances, (iii) all of which documents are true and complete copies thereof. Such Company has provided or made available to Purchaser the current owner of each such parcel of most recent existing surveys for the Owned Real Property, (iv) information commitments for title insurance and the most recent Phase 1 environmental report in such Company’s possession or control relating to the recordation of Owned Real Property. Except for Permitted Liens and except as set forth on Schedule 4.07(a)(ii), the deed pursuant applicable Company has good and marketable title to which each such parcel of the Owned Real Property was acquired and (vattributed to it on Schedule 4.07(a)(i) and, subject to the current use of each such parcel of Owned Real Property. (b) Section 3.15(b) of the Disclosure Schedules lists: (i) the street address of each parcel of Leased Real Property, (ii) the identity of the lessor, lessee and current occupant (if different from lessee) of each such parcel of Leased Real Property, (iii) the term (referencing applicable renewal periods) and fixed or basic rental payment terms of the leases (and any subleases) pertaining to each such parcel of Leased Real Property and (iv) the current use of each such parcel of Leased Real Property. (c) Except as described in Section 3.15(c) of the Disclosure SchedulesPermitted Liens, there is no violation unrecorded Lien, easement, right-of-way agreement, license, lease (including leases of minerals and/or oil and gas), sublease, occupancy agreement, or like instrument burdening the Owned Real Property. Such Company has not received any written condemnation notice from any Governmental Authority with respect to the Owned Real Property as to which Sellers have not given notice to Purchaser and there is no pending or, to the Knowledge of Sellers, threatened condemnation of any material portion of the Owned Real Property. The Owned Real Property complies in all material respects with all applicable easements, covenants and similar restrictions. (iii) The Owned Real Property of each Company constitutes separate parcels for real estate tax assessment and conveyancing purposes. (iv) No portion of the Owned Real Property or the Facilities has been classified under any designation under applicable Law relating to obtain a special ad valorem tax rate or receive either an abatement or deferment of Taxes that may result in any catch-up or other deferred Taxes. (v) As of the Execution Date, neither of Sellers nor either of the Companies has received notice of any, and to the Knowledge of Sellers there are no, pending or proposed special assessments affecting any of the Owned Real Property or the Facilities or any proposed or pending public improvements that would reasonably be expected may give rise to have a Material Adverse Effect. MS has made available to any special assessments affecting the Sellers (to the extent such copies are in MS' physical possession) true and complete copies of each deed for each parcel of Owned Real Property and, to or the extent available, for each parcel of Leased Real Property and all Facilities. (vi) No commitment has been made by any Person that is binding on the title insurance policies, title reports, surveys, certificates of occupancy, environmental reports and audits, appraisals and Permits relating to Companies or the Real Property, the operations of MS or any MS Subsidiary thereon or any other uses thereof. Subject to all applicable leases, either MS or a MS Subsidiary, as the case may be, is in peaceful and undisturbed possession of each parcel of Real Property and neither MS nor any MS Subsidiary has executed and delivered any contractual restrictions that preclude or materially restrict the ability to use the premises for the purposes for which they are currently being used. Except as set forth in Section 3.15(c) of the Disclosure Schedules, neither MS nor any MS Subsidiary has leased or subleased any parcel or any portion of any parcel of Owned Real Property to dedicate any other Person, nor has MS or any MS Subsidiary assigned its interest under any lease or sublease listed in Section 3.15(b) of the Disclosure Schedules to any third party. (d) MS has, or has caused to be, delivered to the Sellers true and complete copies of all leases and subleases listed in Section 3.15(b) of the Disclosure Schedules. With respect to each of such leases and subleases: (i) such lease or sublease represents the entire agreement between the respective landlord and tenant with respect to such property; and (ii) except as otherwise disclosed in Section 3.15(b) of the Disclosure Schedules, with respect to each such lease or sublease: (A) neither MS nor any MS Subsidiary has received any notice of cancellation or termination under such lease or sublease and (B) neither MS nor any MS Subsidiary has received any notice of a breach or default under such lease or sublease, which breach or default has not been cured. (e) There are no condemnation proceedings or eminent domain proceedings of any kind pending or, to the actual knowledge of MS (without investigation), threatened against the Owned Real Property. (fvii) Sellers and the Companies have not received notice of any, and to the Knowledge of Sellers there is no, actual or threatened curtailment, cancellation or suspension of any utility service, except in accordance with the terms of such service (e.g. force majeure). (viii) To the best knowledge Knowledge of MSSellers, all improvements except as set forth on Schedule 4.07(a)(viii), there are no conditions or obligations related to any special use permits, annexation agreements, zoning, planned development, subdivision or site plan approvals, or other land use permits or approvals issued in connection with any of the Owned Real Property constructed by or on behalf of MS the Facilities that have not been satisfied or any MS Subsidiary were constructed in material compliance with all applicable Laws (including, but not limited to, any building, planning or zoning Laws) affecting such Real Propertycompleted.

Real Property. (a) Section 3.15(aThe real property described in Schedule 3.13 constitutes all real property owned by the Companies or the AEC Subsidiary and used in connection with such entity’s business (together with all Facilities located thereon and all easements, rights-of-way and other appurtenants thereto, the “Owned Real Property”). (b) of the Disclosure Schedules lists: (i) the street address of Except as set forth on Schedule 3.13, with respect to each parcel of Owned Real Property, (ii) the date on which each parcel of Owned Real Property was acquired, (iii) the current owner of each such parcel of Owned Real Property, (iv) information relating to the recordation of the deed pursuant to which each such parcel of Owned Real Property was acquired and (v) the current use of each such parcel of Owned Real Property.: (b) Section 3.15(b) of the Disclosure Schedules lists: (i) the street address Companies and the AEC Subsidiary have good and valid title to the Owned Real Property free and clear of each parcel of Leased Real Propertyall Liens, except Permitted Liens and Liens that will be released at Closing; (ii) the identity of the lessorthere are no pending or, lessee and current occupant to Seller’s Knowledge, threatened zoning, condemnation or expropriation proceedings (if different from lessee) of each such parcel of Leased Real Propertyor negotiations regarding transfers in lieu thereof), (iii) the term (referencing applicable renewal periods) and fixed or basic rental payment terms of the leases (and any subleases) pertaining to each such parcel of Leased Real Property and (iv) the current use of each such parcel of Leased Real Property. (c) Except as described in Section 3.15(c) of the Disclosure Schedules, there is no violation of any Law relating to any of the Owned Real Property that would reasonably be expected or any portion thereof; (iii) except for Permitted Liens, there are no leases, subleases, licenses, concessions or other agreements, written or oral, granting to have a Material Adverse Effect. MS has made available any party or parties the right of use or occupancy of any portion of the Owned Real Property; and (iv) there are no outstanding options or rights of first refusal to purchase the Sellers (to the extent such copies are in MS' physical possession) true and complete copies of each deed for each parcel of Owned Real Property and, to the extent available, for each parcel of Leased Real Property and all the title insurance policies, title reports, surveys, certificates of occupancy, environmental reports and audits, appraisals and Permits relating to the Real Property, the operations of MS or any MS Subsidiary thereon portion thereof or any other uses thereof. Subject to all applicable leases, either MS or a MS Subsidiary, as the case may be, is in peaceful and undisturbed possession of each parcel of Real Property and neither MS nor any MS Subsidiary has executed and delivered any contractual restrictions that preclude or materially restrict the ability to use the premises for the purposes for which they are currently being used. interest therein. (c) Except as set forth in Section 3.15(c) on Schedule 3.13, none of the Disclosure SchedulesCompanies or the AEC Subsidiary leases, neither MS nor subleases or licenses any MS real property not otherwise owned by the Companies or the AEC Subsidiary has leased that is used or subleased any parcel occupied by, or any portion necessary for the conduct of the Business Operations. Schedule 3.13 sets forth a list of all leases, subleases, concessions and licenses relating to the Leased Real Property (collectively, “Leases”) (whether written or oral), the name of each lessor and the address for each such Leased Real Property. The Companies have delivered or made available to Buyer a true and complete copy of each such Lease (and in the case of any parcel of Real Property to any other Personoral Lease, nor has MS or any MS Subsidiary assigned its interest under any lease or sublease listed in Section 3.15(b) a written summary of the Disclosure Schedules to any third partymaterial terms of such Lease), including all amendments, modifications, extensions, renewals and guarantees with respect thereto. (d) MS hasExcept as set forth on the attached Schedule 3.13, or has caused to be, delivered to the Sellers true and complete copies of all leases and subleases listed in Section 3.15(b) of the Disclosure Schedules. With with respect to each of such leases and subleasesthe Leases: (i) such lease Lease is a legal, valid and binding obligation of one of the Companies or sublease represents the entire agreement between AEC Subsidiary, and to Seller’s Knowledge, of the respective landlord other party thereto, is enforceable in accordance with its terms, subject only to (A) bankruptcy, insolvency, reorganization, moratorium and tenant other Laws affecting the rights of creditors generally and (B) principles of equity, whether considered at law or in equity, and is in full force and effect; (ii) other than those Leases listed on Schedule 3.4, the transactions contemplated by this Agreement do not require the consent of any other party to such Lease, will not result in a material breach of or default under such Lease, and will not otherwise cause such Lease to cease to be legal, valid, binding, enforceable and in full force and effect following the Closing; (iii) the Companies and the AEC Subsidiary have performed all material obligations required to be performed by them prior to the date hereof under such Lease and are not in material breach or default thereunder nor has any event occurred which, with the giving of notice or the passage of time or both, would constitute a material breach or default by one of the Companies or the AEC Subsidiary; (iv) none of the Companies or the AEC Subsidiary owes, nor will owe in the future, any brokerage commissions or finder’s fees with respect to such propertyLease; and (iiv) except as otherwise disclosed in Section 3.15(b) none of the Disclosure Schedules, with respect to each such lease Companies or sublease: (A) neither MS nor any MS the AEC Subsidiary has received any notice of cancellation or termination under such lease or sublease and (B) neither MS nor any MS Subsidiary has received any notice of a breach or default under such lease or sublease, which breach or default has not been cured. (e) There are no condemnation proceedings or eminent domain proceedings of any kind pending or, to subleased the actual knowledge of MS (without investigation), threatened against the Owned Real Property. (f) To the best knowledge of MS, all improvements on the Leased Real Property constructed by or on behalf of MS or any MS Subsidiary were constructed in material compliance with all applicable Laws (including, but not limited to, any building, planning or zoning Laws) affecting such Real Propertyportion thereof.

Real Property. (a) Section 3.15(aSchedule 2.12(a) sets forth an accurate and complete list of all real property owned by the Company and the Company Subsidiaries or that otherwise primarily relates to the Business and is owned by Seller or any of its Affiliates, in each case, as of the Disclosure Schedules lists: date hereof (i) together with all structures, facilities, improvements and fixtures presently or hereafter located thereon or attached thereto, the street “Owned Real Property”), including the address and owner of each parcel of Owned Real Property, (ii) the date on which each parcel of Owned Real Property was acquired, (iii) the current owner of each such parcel of Owned Real Property, (iv) information relating to the recordation of the deed pursuant to which each such parcel of Owned Real Property was acquired and (v) the current use of each such parcel of Owned Real Property. (b) Section 3.15(bSchedule 2.12(b) sets forth an accurate and complete list of all real property leased, subleased, licensed or occupied by the Disclosure Schedules lists: Company or any Company Subsidiary or that otherwise relates primarily to the Business and is leased, subleased, licensed or occupied by Seller or any of its Affiliates (i) the street address of each parcel of “Leased Real Property”), including all leases, subleases or licenses (iitogether with any and all amendments and modifications thereto and any guarantees thereof) the identity in effect as of the lessor, lessee and current occupant (if different from lessee) of each date hereof pursuant to which such parcel of Leased Real Property, (iii) the term (referencing applicable renewal periods) and fixed or basic rental payment terms of the leases (and any subleases) pertaining to each such parcel of Leased Real Property is leased, subleased, licensed or occupied by the Company, any Company Subsidiary or Seller (or any Affiliate thereof) as lessee, sublessee, licensee or occupant (collectively, the “Real Property Leases”), and (iv) identifying the current use landlord, tenant and address for each Real Property Lease. Seller has delivered to Investor accurate and complete copies of each such parcel of Leased Real PropertyProperty Lease. (c) Except as described in Section 3.15(c) set forth on Schedule 2.12(c), none of the Disclosure SchedulesCompany, there is no violation any of the Company Subsidiaries or Seller (or any Law relating Affiliate thereof) has leased, subleased or granted to any Person any right to possess, lease or occupy any portion of the Owned Real Property that would reasonably be expected to have a Material Adverse Effect. MS has made available to or the Sellers (to the extent such copies are in MS' physical possession) true and complete copies of each deed for each parcel of Owned Real Property and, to the extent available, for each parcel of Leased Real Property and all the title insurance policies, title reports, surveys, certificates of occupancy, environmental reports and audits, appraisals and Permits relating to the Real Property, the operations of MS or any MS Subsidiary thereon or any other uses thereof. Subject to all applicable leases, either MS or a MS Subsidiary, as the case may be, is in peaceful and undisturbed possession of each parcel of Real Property and neither MS nor any MS Subsidiary has executed and delivered any contractual restrictions that preclude or materially restrict the ability to use the premises for the purposes for which they are currently being used. Except as set forth in Section 3.15(c) of the Disclosure Schedules, neither MS nor any MS Subsidiary has leased or subleased any parcel or any portion of any parcel of Real Property to any other Person, nor has MS or any MS Subsidiary assigned its interest under any lease or sublease listed in Section 3.15(b) of the Disclosure Schedules to any third party. (d) MS hasExcept as set forth on Schedule 2.12(d), or has caused to be, delivered to the Sellers true and complete copies of all leases and subleases listed in Section 3.15(b) none of the Disclosure Schedules. With respect to each of such leases and subleases: (i) such lease or sublease represents the entire agreement between the respective landlord and tenant with respect to such property; and (ii) except as otherwise disclosed in Section 3.15(b) Company, any of the Disclosure SchedulesCompany Subsidiaries or Seller (or any Affiliate thereof) holds, with respect has granted or is obligated under any option, right of first offer, right of first refusal or other contractual right to each such lease purchase, acquire, sell or sublease: (A) neither MS nor any MS Subsidiary has received any notice dispose of cancellation or termination under such lease or sublease and (B) neither MS nor any MS Subsidiary has received any notice of a breach or default under such lease or sublease, which breach or default has not been cured. (e) There are no condemnation proceedings or eminent domain proceedings of any kind pending or, to the actual knowledge of MS (without investigation), threatened against the Owned Real Property. (f) To Property or the best knowledge of MS, all improvements on the Leased Real Property constructed by or on behalf of MS or any MS Subsidiary were constructed in material compliance with all applicable Laws (including, but not limited to, portion thereof or interest therein or any building, planning or zoning Laws) affecting such Real Propertyother real property.

Real Property. (a) Section 3.15(a4.9(a) of the Disclosure Schedules lists: Letter sets forth the owner, address and description of each real property owned by a Banner Company or for which it holds in The Netherlands a right of superficies (opstalrecht) (the “Owned Real Property”). Except as set forth on Section 4.9(a) of the Disclosure Letter, with respect to each Owned Real Property: (i) the street address Banner Companies have good and marketable fee simple title, free and clear of each parcel of Owned Real Propertyall Encumbrances, (ii) except only for the date on which each parcel of Owned Real Property was acquiredPermitted Encumbrances, (iii) the current owner of each such parcel of Owned Real Property, (iv) information relating to the recordation of the deed pursuant to which each such parcel of Owned Real Property was acquired and (v) the current use of each such parcel of Owned Real Property. (b) Section 3.15(b) of the Disclosure Schedules lists: (i) the street address of each parcel of Leased Real Property, (ii) the identity of the lessor, lessee and current occupant (if different from lessee) of each such parcel of Leased Real Property, (iii) the term (referencing applicable renewal periods) and fixed or basic rental payment terms of the leases (and any subleases) pertaining to each such parcel of Leased Real Property and (iv) the current use of each such parcel of Leased Real Property. (c) Except as described in Section 3.15(c) of the Disclosure Schedules, there is no violation of any Law relating to any of the Owned Real Property that would reasonably be expected to have a Material Adverse Effect. MS Seller has made available to the Sellers (to the extent such copies are in MS' physical possession) true Buyer true, correct and complete copies of each deed for each parcel of Owned Real Property and all title insurance policies and surveys issued to or prepared at the request of a Banner Company that relate to the Owned Real Property; (ii) no Banner Company has leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof; (iii) there are no outstanding options, rights of first offer or rights of first refusal to purchase such Owned Real Property or any portion thereof or interest therein; (iv) to Seller’s Knowledge, all structural elements of the buildings, structures and improvements on the Owned Real Property are in working condition, sufficient for the current operation of the Owned Real Property and, to Seller’s Knowledge, there are no proceedings instituted or threatened by any Governmental Authority to condemn or acquire the extent availableOwned Real Property or any portion thereof, by eminent domain; (v) there are no outstanding material violations of any covenant, condition or restriction affecting such Owned Real Property; and (vi) there exists no default under any mortgage, nor any event which, with notice or lapse of time or both, would constitute a monetary or material non-monetary default thereunder by any party thereto. Seller has delivered or made available to Buyer a true and complete copy of all mortgage loan agreements and any modifications or amendments of such mortgage loan agreements and documents relating to such mortgage loan agreements, affecting each Owned Real Property. (b) Section 4.9(b) of the Disclosure Letter sets forth (i) the address of each real property currently leased or subleased to or by a Banner Company, as lessee or sublessee (the “Leased Real Property”), and (ii) a true and complete list of all leases and subleases, and all modifications and amendments of and agreements relating to such leases and subleases (such leases and subleases, as modified and amended, collectively, the “Leases” or individually a “Lease”) for each parcel of such Leased Real Property Property. Seller has delivered or made available to Buyer a true and all the title insurance policies, title reports, surveys, certificates of occupancy, environmental reports and audits, appraisals and Permits relating to the Real Property, the operations of MS or any MS Subsidiary thereon or any other uses thereof. Subject to all applicable leases, either MS or a MS Subsidiary, as the case may be, is in peaceful and undisturbed possession complete copy of each parcel of Real Property and neither MS nor any MS Subsidiary has executed and delivered any contractual restrictions that preclude or materially restrict the ability to use the premises for the purposes for which they are currently being usedsuch Lease. Except as set forth in Section 3.15(c4.9(b) of the Disclosure SchedulesLetter, neither MS nor any MS Subsidiary has leased or subleased any parcel or any portion of any parcel of Real Property to any other Person, nor has MS or any MS Subsidiary assigned its interest under any lease or sublease listed in Section 3.15(b) of the Disclosure Schedules to any third party. (d) MS has, or has caused to be, delivered to the Sellers true and complete copies of all leases and subleases listed in Section 3.15(b) of the Disclosure Schedules. With with respect to each of such leases and subleasesthe Leases: (i) such lease or sublease represents Lease is legal, valid, binding, enforceable and in full force and effect; (ii) the entire agreement between transactions contemplated by this Agreement do not require the respective landlord and tenant with respect consent of any other party to such propertyLease, will not result in a breach of or default under such Lease and will not otherwise cause such Lease to cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing; (iii) none of the Banner Companies has assigned any of its Leases or any interest in such Leases or sublet any portion of the premises leased to them under such Leases; (iv) to Seller’s Knowledge, all structural elements of the buildings, structures and improvements on the Leased Real Property are in working condition, sufficient for the current operation of the Leased Real Property and, to Seller’s Knowledge, there are no proceedings instituted or threatened by any Governmental Authority to condemn or acquire the Leased Real Property or any portion thereof, by eminent domain; and (iiv) except as otherwise disclosed in Section 3.15(b) of the Disclosure Schedulesto Seller’s Knowledge, there exists no monetary or material non-monetary default under any Lease, nor any event which, with respect to each such lease notice or sublease: (A) neither MS nor lapse of time or both, would constitute a monetary or material non-monetary default thereunder by any MS Subsidiary has received any notice of cancellation or termination under such lease or sublease and (B) neither MS nor any MS Subsidiary has received any notice of a breach or default under such lease or sublease, which breach or default has not been curedparty thereto. (ec) There To Seller’s Knowledge, all of the land, buildings and structures used by the Banner Companies in the conduct of the Business are no condemnation proceedings or eminent domain proceedings of any kind pending or, to the actual knowledge of MS (without investigation), threatened against included in the Owned Real Property. (f) To the best knowledge of MS, all improvements on the Property or Leased Real Property constructed by or on behalf and the Owned Real Property and use of MS or any MS Subsidiary were constructed in material compliance the Owned Real Property and Leased Real Property conforms with all applicable Laws (including, but not limited to, any building, planning or zoning Laws) affecting such Real PropertyLegal Requirements.

Real Property. (a) Section 3.15(a3.10(a) of the Seller Disclosure Schedules lists: (i) Letter sets forth a true and complete list of the street address locations of all real property owned, directly or indirectly, by the Seller Entities or any of the Transferred Subsidiaries with book value in excess of €25,000,000 and that are primarily used in the Devices & Services Business (collectively, whether or not listed on Section 3.10(a) of the Seller Disclosure Letter, the “Owned Real Property”). The Seller Entities or one of the Transferred Subsidiaries has good and marketable title in fee simple (or equivalent title under the Law of the jurisdiction where the Owned Real Property is located) to each parcel of Owned Real Property, (ii) free and clear of all Encumbrances, except for Permitted Encumbrances. Seller has delivered or made available to Buyer true and complete copies of all vesting deeds, title reports or similar documents in its possession or control evidencing ownership by the date on which each parcel of Owned Real Property was acquired, (iii) the current owner of each such parcel of Owned Real Property, (iv) information relating to the recordation Seller Entities or one of the deed pursuant to which each Transferred Subsidiaries of such parcel of Owned Real Property was acquired and (v) the current use of each such parcel of Owned Real Property. (b) Section 3.15(b3.10(b) of the Seller Disclosure Schedules lists: Letter sets forth a true and complete list of (i) the street address location of each parcel all real property and interests in real property leased, subleased, licensed or otherwise occupied by the Seller Entities or any of the Transferred Subsidiaries with aggregate remaining lease payment in excess of €25,000,000 for the remainder of the applicable term (without any extensions thereof) and that are primarily used in the Devices & Services Business (collectively, whether or not listed on Section 3.10(b) of the Seller Disclosure Letter, the “Leased Real Property”, with the leases relating to such Leased Real Property being collectively referred to herein as the “Real Property Leases”) leased to the Seller Entities or any of the Transferred Subsidiaries pursuant to a lease, sublease, license or other similar agreement under which the Seller Entities or any of the Transferred Subsidiaries is the lessee or sublessee and (ii) a list of all Real Property Leases. With respect to the identity Real Property Leases and except as would not otherwise be material to the Devices & Services Business, the Transferred Subsidiaries and/or the Purchased Assets, taken as a whole, (1) each Real Property Lease is in full force and effect, valid and binding, and enforceable against one of the lessorSeller Entities or Transferred Subsidiaries, lessee as applicable, in accordance with its terms; and current occupant (if different from lessee) of each such parcel of Leased Real Property, (iii2) the term (referencing applicable renewal periods) Seller Entities’ and fixed or basic rental payment terms the Transferred Subsidiaries’ possession and quiet enjoyment of the leases (and any subleases) pertaining to each such parcel of Leased Real Property under such Real Property Lease has not been disturbed, and there are no material disputes with respect to such Real Property Lease and no material defaults or breaches exist under any Real Property Lease (ivor any occurrence or event that with the passage of notice or time or both would result in a material default or breach). (c) Except in the current use ordinary course of each such parcel business or as permitted under Section 5.1 or as set forth in Section 3.10(c) of the Seller Disclosure Letter, neither the Seller Entities nor any of the Transferred Subsidiaries have assigned, subleased, transferred, conveyed, mortgaged, deeded in trust or otherwise encumbered any interest in the Owned Real Property or Leased Real Property. (cd) Except as described in Section 3.15(c) There are no pending or, to the Knowledge of the Disclosure SchedulesSeller, there is no violation of any Law threatened condemnation or similar proceedings against or otherwise relating to any of the Owned Real Property that would reasonably be expected to have a Material Adverse Effect. MS has made available to the Sellers (to the extent such copies are in MS' physical possession) true and complete copies of each deed for each parcel of Owned Real Property and, to the extent available, for each parcel of or Leased Real Property and all the title insurance policies, title reports, surveys, certificates of occupancy, environmental reports and audits, appraisals and Permits relating to the Real Property, the operations of MS or any MS Subsidiary thereon or any other uses thereof. Subject to all applicable leases, either MS or a MS Subsidiary, as the case may be, is in peaceful and undisturbed possession of each parcel of Real Property and neither MS nor any MS Subsidiary has executed and delivered any contractual restrictions that preclude or materially restrict the ability to use the premises for the purposes for which they are currently being used. Except as set forth in Section 3.15(c) of the Disclosure Schedules, neither MS nor any MS Subsidiary has leased or subleased any parcel or any portion of any parcel of Real Property to any other Person, nor has MS or any MS Subsidiary assigned its interest under any lease or sublease listed in Section 3.15(b) of the Disclosure Schedules to any third party. (d) MS has, or has caused to be, delivered to the Sellers true and complete copies of all leases and subleases listed in Section 3.15(b) of the Disclosure Schedules. With respect to each of such leases and subleases: (i) such lease or sublease represents the entire agreement between the respective landlord and tenant with respect to such property; and (ii) except as otherwise disclosed in Section 3.15(b) of the Disclosure Schedules, with respect to each such lease or sublease: (A) neither MS nor any MS Subsidiary has received any notice of cancellation or termination under such lease or sublease and (B) neither MS nor any MS Subsidiary has received any notice of a breach or default under such lease or sublease, which breach or default has not been cured. (e) There are no condemnation proceedings or eminent domain proceedings of any kind pending or, to the actual knowledge of MS (without investigation), threatened against the Owned Real Property. (f) To the best knowledge of MS, all improvements on the Real Property constructed by or on behalf of MS or any MS Subsidiary were constructed in material compliance with all applicable Laws (including, but not limited to, any building, planning or zoning Laws) affecting such Real Property.

Real Property. (a) Section 3.15(a3.16(a) of the Company Disclosure Schedules lists: Schedule sets forth a true, complete and correct list of (i) all real property and interests in real property owned in fee by the street address of each parcel of Company and its Subsidiaries (individually, an “Owned Real Property” and collectively, the “Owned Properties”) and (ii) all real property and interests in real property leased or licensed by the date on which each parcel of Owned Company and its Subsidiaries (individually, a “Real Property was acquiredLease” and collectively, the “Real Property Leases” and, together with the Owned Properties, being referred to herein individually as a “Company Property” and collectively as the “Company Properties”) as lessee or lessor, other than leases or licenses with customers entered into by the Company in the ordinary course of its business (iii) the current owner including all leases or licenses for space in a data center), including a description of each such parcel Real Property Lease (including the name of each third party lessor or lessee and the date of each lease or sublease and all material amendments, modifications, supplements and other instruments describing the obligations of any party thereto). The Company and its Subsidiaries have good fee simple title to all Owned Property free and clear of all Liens, except Permitted Exceptions. For purposes of the definition of Owned Real Property, (iv) information relating to the recordation such definition shall include all improvements thereon and all rights of the deed pursuant to which each such parcel of Owned Real Property was acquired way, easements, privileges and (v) the current use of each such parcel of Owned Real Propertyappurtenances pertaining or belonging thereto. (b) Section 3.15(b) The Company Properties constitute all interests in real property currently used, occupied or held for use in connection with the business of the Disclosure Schedules lists: (i) Company and its Subsidiaries and which are necessary for the street address of each parcel of Leased Real Property, (ii) the identity continued operation of the lessor, lessee and current occupant (if different from lessee) of each such parcel of Leased Real Property, (iii) the term (referencing applicable renewal periods) and fixed or basic rental payment terms business of the leases (Company and any subleases) pertaining to each such parcel of Leased Real Property and (iv) its Subsidiaries as the current use of each such parcel of Leased Real Propertybusiness is currently conducted. (c) Except as described in Section 3.15(c) of the Disclosure Schedules, there is no violation of any Law relating to any of the Owned Real Property that would reasonably be expected to have a Material Adverse Effect. MS The Company has made available to Parent in the Sellers (to the extent such copies are in MS' physical possession) true VDR true, complete and complete correct copies of each deed (i) all vesting deeds pursuant to which the Company took title, title reports (including back-up documents for each parcel all title exceptions) and surveys for the Owned Properties in the possession of Owned the Company and its Subsidiaries and (ii) the Real Property andLeases, to the extent availabletogether with all material amendments, for each parcel of Leased Real Property modifications and all the title insurance policiessupplements, title reports, surveys, certificates of occupancy, environmental reports and audits, appraisals and Permits relating to the Real Property, the operations of MS or any MS Subsidiary thereon or any other uses thereof. Subject to all applicable leases, either MS or a MS Subsidiary, as the case may be, is in peaceful and undisturbed possession of each parcel of Real Property and neither MS nor any MS Subsidiary has executed and delivered any contractual restrictions that preclude or materially restrict the ability to use the premises for the purposes for which they are currently being used. Except as set forth in Section 3.15(c) of the Disclosure Schedules, neither MS nor any MS Subsidiary has leased or subleased any parcel or any portion of any parcel of Real Property to any other Person, nor has MS or any MS Subsidiary assigned its interest under any lease or sublease listed in Section 3.15(b) of the Disclosure Schedules to any third partyif any. (d) MS hasEach of the Company and its Subsidiaries, or as applicable, has caused to bea valid binding and enforceable leasehold interest under each of the Real Property Leases under which it is a lessee, delivered free and clear of all Liens other than Permitted Exceptions. There does not exist any actual or, to the Sellers true and complete copies of all leases and subleases listed in Section 3.15(b) Knowledge of the Disclosure Schedules. With respect to each of such leases and subleases: (i) such lease Company, threatened or sublease represents the entire agreement between the respective landlord and tenant with respect to such property; and (ii) except as otherwise disclosed in Section 3.15(b) of the Disclosure Schedules, with respect to each such lease or sublease: (A) neither MS nor any MS Subsidiary has received any notice of cancellation or termination under such lease or sublease and (B) neither MS nor any MS Subsidiary has received any notice of a breach or default under such lease or sublease, which breach or default has not been cured. (e) There are no contemplated condemnation proceedings or eminent domain proceedings that affect any Owned Property or any part thereof, and each of the Company and its Subsidiaries have not received any notice, oral or written, of the intention of any kind pending or, Governmental Authority to the actual knowledge of MS (without investigation), threatened against the Owned Real Property. (f) To the best knowledge of MS, take or use by condemnation or eminent domain proceedings all improvements on the Real Property constructed by or on behalf of MS or any MS Subsidiary were constructed in material compliance with all applicable Laws (including, but not limited to, any building, planning or zoning Laws) affecting such Real Propertypart thereof.

Real Property. (a) Section 3.15(a) Subject to the terms of the Disclosure Schedules lists: Intercreditor Agreement, the Secured Obligations shall also be secured by Mortgages on all Material Real Property. Within 90 days of the Escrow Release Date (or such longer period as the Credit Facility Agent may agree in its sole discretion with respect to the corresponding requirement under the Credit Agreement), the Collateral Agent shall have received each of the following, in each case, in form and substance as shall be reasonably satisfactory to the Collateral Agent and its legal counsel: (i) counterparts of a Mortgage with respect to each Material Real Property; (ii) a title insurance policy for such Mortgaged Property (or marked-up title insurance commitment having the street address effect of a title insurance policy) (the “Mortgage Policies”) insuring the Lien of each parcel such Mortgage as a valid second priority Lien on the property described therein, free of Owned any other Liens except as expressly permitted by the Covered Documents, together with such endorsements, coinsurance and reinsurance as the Collateral Agent may reasonably request and to the extent available in each applicable jurisdiction; (iii) a Survey with respect to each Mortgaged Property, provided, however, that a Survey shall not be required to the extent that (A) an existing survey together with an “affidavit of no change” satisfactory to the Title Company is delivered to the Collateral Agent and the Title Company and (B) the Title Company removes the standard survey exception and provides reasonable and customary survey-related endorsements and other coverages in the applicable Mortgaged Policy; (iv) such existing abstracts, existing appraisals, legal opinions and other documents as the Collateral Agent may reasonably request with respect to any such Mortgaged Property; and (v) with respect to each Material Real Property, (ii) signed copies of opinions, addressed to the date on which Collateral Agent and the Trustee, of local counsel for the Grantors in each parcel of Owned Real jurisdiction where a Mortgaged Property was acquiredis located, (iii) regarding the current owner due execution and delivery and enforceability of each such parcel Mortgage, the corporate formation, existence and good standing of Owned Real Propertythe applicable mortgagor, (iv) information relating and such other matters as may be reasonably requested by the Collateral Agent, each in form and substance reasonably satisfactory to the recordation of Collateral Agent, provided that such opinions shall be in form and substance substantially similar to the deed pursuant opinions delivered to which each such parcel of Owned Real Property was acquired and (v) the current use of each such parcel of Owned Real PropertyCredit Facility Agent. (b) After the Escrow Release Date, promptly after the acquisition of any Material Real Property by any Grantor, if such Material Real Property shall not already be subject to a perfected second priority Lien under the Covered Documents and is required to be, the applicable Grantor shall give notice thereof to the Collateral Agent and promptly thereafter shall cause such Material Real Property to be subjected to a Lien and will take such actions as shall be necessary or reasonably requested by the Collateral Agent to grant and perfect or record such Lien, including, as applicable, the actions referred to Section 3.15(b3.02(a) hereof and shall, within forty-five (45) days after the request therefor by the Collateral Agent (or such longer period as the Credit Facility Agent may agree in its reasonable discretion with respect to the corresponding requirement under the Credit Agreement), deliver to the Collateral Agent signed copies of opinions, addressed to the Disclosure Schedules lists: (i) Collateral Agent and the street address of each parcel of Leased Real Property, (ii) other Secured Parties regarding the identity of the lessor, lessee due execution and current occupant (if different from lessee) delivery and enforceability of each such parcel of Leased Real PropertyMortgage, (iii) the term (referencing applicable renewal periods) corporate formation, existence and fixed or basic rental payment terms good standing of the leases (applicable mortgagor, and any subleases) pertaining to such other matters as may be reasonably requested by the Collateral Agent, and each such parcel of Leased Real Property opinion shall be in form and (iv) substance reasonably acceptable to the current use of each Collateral Agent, provided that such parcel of Leased Real Propertyopinions shall be in form and substance substantially similar to the opinions delivered to the Credit Facility Agent. (c) Except as described in Section 3.15(c) of In the Disclosure Schedules, there is no violation of event that any Law relating to any of Future Second Lien Indebtedness are incurred following the Owned Real Property that would reasonably be expected to have a Material Adverse Effect. MS has made available to the Sellers (to the extent such copies are in MS' physical possession) true and complete copies of each deed for each parcel of Owned Real Property and, to the extent available, for each parcel of Leased Real Property and all the title insurance policies, title reports, surveys, certificates of occupancy, environmental reports and audits, appraisals and Permits relating to the Real PropertyEscrow Release Date, the operations of MS or any MS Subsidiary thereon or any other uses thereof. Subject Grantors shall promptly notify the Collateral Agent thereof and take all such action as may be reasonably required to all applicable leases, either MS or a MS Subsidiary, as amend each then existing Mortgage in order to cause such Future Second Lien Indebtedness to be secured equally and ratably with the case may be, is in peaceful and undisturbed possession of each parcel of Real Property and neither MS nor any MS Subsidiary has executed and delivered any contractual restrictions that preclude or materially restrict the ability to use the premises for the purposes for which they are currently being used. Except as set forth in Section 3.15(c) of the Disclosure Schedules, neither MS nor any MS Subsidiary has leased or subleased any parcel or any portion of any parcel of Real Property to any other Person, nor has MS or any MS Subsidiary assigned its interest under any lease or sublease listed in Section 3.15(b) of the Disclosure Schedules to any third partythen-existing Secured Obligations. (d) MS has, or has caused to be, delivered to the Sellers true and complete copies of all leases and subleases listed in Section 3.15(b) of the Disclosure Schedules. With respect to each of such leases and subleases: (i) such lease or sublease represents the entire agreement between the respective landlord and tenant with respect to such property; and (ii) except as otherwise disclosed in Section 3.15(b) of the Disclosure Schedules, with respect to each such lease or sublease: (A) neither MS nor any MS Subsidiary has received any notice of cancellation or termination under such lease or sublease and (B) neither MS nor any MS Subsidiary has received any notice of a breach or default under such lease or sublease, which breach or default has not been cured. (e) There are no condemnation proceedings or eminent domain proceedings of any kind pending or, to the actual knowledge of MS (without investigation), threatened against the Owned Real Property. (f) To the best knowledge of MS, all improvements on the Real Property constructed by or on behalf of MS or any MS Subsidiary were constructed in material compliance with all applicable Laws (including, but not limited to, any building, planning or zoning Laws) affecting such Real Property.

Real Property. (a) Section 3.15(aSchedule 5.10(a) sets forth a complete list of the Disclosure Schedules lists: (i) all real property and interests in real property, including improvements thereon and easements appurtenant thereto owned in fee by the street address of each parcel of Company and the Subsidiaries (individually, an “Owned Real Property” and collectively, the “Owned Properties”), (ii) all real property and interests in real property leased by the Company or the Subsidiaries (individually, a “Real Property Lease” and collectively, the “Real Property Leases” and, together with the Owned Properties, being referred to herein individually as a “Company Property” and collectively as the “Company Properties”) as lessee or lessor, including a description of each such Real Property Lease (including the name of the third party lessor or lessee and the date on which each parcel 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 terms of the applicable lease) of, all Company Properties subject to Real Property was acquiredLeases, 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 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, (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 (i) all deeds, title reports and surveys for the current owner of each Owned Properties and (ii) the Real Property Leases, together with all amendments, modifications or supplements, if any, thereto. The Company Properties are not subject to any leases, rights, 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 parcel of Owned Real Company Property, (iv) information relating to except the recordation of the deed pursuant to which each such parcel of Owned Real Property was acquired and (v) the current use of each such parcel of Owned Real PropertyLeases. (b) Section 3.15(b) Each of the Disclosure Schedules lists: Real Property Leases is in full force and effect. Neither the Company nor any Subsidiary is (i) and, to the street address of each parcel of Leased Real Property, (ii) the identity Knowledge of the lessorCompany, lessee no other Person is) in default under any Real Property Lease, and current occupant no breach by the Company (if different from lessee) of each such parcel of Leased Real Propertyor, (iii) to the term (referencing applicable renewal periods) and fixed or basic rental payment terms Knowledge of the leases (and Company, any subleasesother Person) pertaining to each such parcel of Leased has occurred under any Real Property and Lease which, if not remedied, would (ivwhether with or without notice or the passage of time or both) the current use of each result in such parcel of Leased Real Propertya default. (c) Except as described in Section 3.15(c) The Company and the Subsidiaries have all certificates of occupancy and material Permits of any Governmental Body necessary or useful for the current use and operation of each Company Property, and any agreement, easement or other right from any other Person, necessary to permit the lawful use and operation of the Disclosure SchedulesImprovements and the Company Property or any driveways, roads and other means of egress and ingress to and from any Company Property and each such Permit, agreement, easement or other right is in full force and effect, and there is no violation pending or, to the Knowledge of the Company, threatened proceeding which could result in the material and adverse modification or cancellation thereof. No default or violation, or event that with the lapse of time or giving of notice or both would become a default or violation, has occurred in the due observance of any Law relating to Permit. No Improvement, or the operation or maintenance thereof, violates any of the Owned Real Property that restrictive covenant, or encroaches on any property owned or leased by any other Person, which has had or would reasonably be expected to have a Material Adverse Effect. MS has made available to the Sellers (to the extent such copies are in MS' physical possession) true and complete copies of each deed for each parcel of Owned Real Property and, to the extent available, for each parcel of Leased Real Property and all the title insurance policies, title reports, surveys, certificates of occupancy, environmental reports and audits, appraisals and Permits relating to the Real Property, the operations of MS or any MS Subsidiary thereon or any other uses thereof. Subject to all applicable leases, either MS or a MS Subsidiary, as the case may be, is in peaceful and undisturbed possession of each parcel of Real Property and neither MS nor any MS Subsidiary has executed and delivered any contractual restrictions that preclude or materially restrict the ability to use the premises for the purposes for which they are currently being used. Except as set forth in Section 3.15(c) of the Disclosure Schedules, neither MS nor any MS Subsidiary has leased or subleased any parcel or any portion of any parcel of Real Property to any other Person, nor has MS or any MS Subsidiary assigned its interest under any lease or sublease listed in Section 3.15(b) of the Disclosure Schedules to any third party. (d) MS has, or has caused to be, delivered to Neither the Sellers true and complete copies of all leases and subleases listed in Section 3.15(b) of the Disclosure Schedules. With respect to each of such leases and subleases: (i) such lease or sublease represents the entire agreement between the respective landlord and tenant with respect to such property; and (ii) except as otherwise disclosed in Section 3.15(b) of the Disclosure Schedules, with respect to each such lease or sublease: (A) neither MS Company nor any MS Subsidiary has received owns, holds, is obligated under or is a party to, any notice option, right of cancellation first refusal or termination under such lease other contractual right to purchase, acquire, sell, assign or sublease and (B) neither MS nor dispose of any MS Subsidiary has received real estate or any notice of a breach portion thereof or default under such lease or sublease, which breach or default has not been curedinterest therein. (e) There Subject to market limitations and the other events affecting the geographical area in which any Company Property is located, the Company Property and the Improvements are no condemnation proceedings or eminent domain proceedings sufficiently supplied in all material respects with utilities and other services as reasonably necessary for the operation of such Company Property and Improvements as currently operated including adequate water, storm and sanitary sewer, gas, electric, cable and telephone facilities. (f) Neither the Company nor any of its Subsidiaries has received written notice of any kind material special assessment relating to any Company Property or any portion thereof, and no such special assessment is pending or, to the actual knowledge Knowledge of MS (without investigation)the Company, threatened. There are no pending or, to the Knowledge of the Company, threatened against the Owned Real condemnation or eminent domain proceedings with respect to any material portion of any Company Property. (f) To the best knowledge of MS, all improvements on the Real Property constructed by or on behalf of MS or any MS Subsidiary were constructed in material compliance with all applicable Laws (including, but not limited to, any building, planning or zoning Laws) affecting such Real Property.

Real Property. (a) Section 3.15(a4.10(a) of the Disclosure Schedules lists: (i) the street address of sets forth each parcel of real property owned by Seller and used in or necessary for the conduct of the Business as currently conducted (together with all buildings, fixtures, structures and improvements situated thereon and all easements, rights-of-way and other rights and privileges appurtenant thereto, collectively, the “Owned Real Property”), including with respect to each property, the address location and use. Seller has delivered to Buyer copies of the deeds and other instruments (iias recorded) the date on by which each parcel of Owned Real Property was acquired, (iii) the current owner of each Seller acquired such parcel of Owned Real Property, (iv) information relating and copies of all title insurance policies, opinions, abstracts and surveys in the possession of Seller with respect to the recordation of the deed pursuant such parcel. With respect to which each such parcel of Owned Real Property was acquired and (v) the current use of each such parcel of Owned Real Property: (i) Seller has good and valid fee simple title, free and clear of all Encumbrances, except (A) Permitted Encumbrances and (B) those Encumbrances set forth on Section 4.10(a)(i) of the Disclosure Schedules; (ii) except as set forth in Section 4.10(a)(ii) of the Disclosure Schedules or in any Permitted Encumbrance, Seller has not leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof; and (iii) to Seller’s Knowledge, there are no unrecorded outstanding options, rights of first offer or rights of first refusal to purchase such Owned Real Property or any portion thereof or interest therein. (b) Section 3.15(b4.10(b) of the Disclosure Schedules lists: sets forth each parcel of real property leased by Seller and used in or necessary for the conduct of the Business as currently conducted (together with all rights, title and interest of Seller in and to leasehold improvements relating thereto, including security deposits, reserves or prepaid rents paid in connection therewith, collectively, the “Leased Real Property”), and a true and complete list of all leases, subleases, licenses, concessions and other agreements (whether written or oral), including all amendments, extensions renewals, guaranties and other agreements with respect thereto, pursuant to which Seller holds any Leased Real Property (collectively, the “Leases”). Seller has delivered to Buyer a true and complete copy of each Lease. With respect to each Lease: (i) except as set forth in Section 4.10(b) of the street address Disclosure Schedules, such Lease is valid, binding, enforceable, and in full force and effect, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of each parcel general applicability relating to or affecting creditors’ rights and to general equity principles, whether considered in a proceeding at law or in equity, and Seller enjoys peaceful and undisturbed possession of the Leased Real Property, subject to Permitted Encumbrances; (ii) To Seller’s Knowledge, Seller is not in breach or default under such Lease, and no event has occurred or circumstance exists which, with the identity delivery of the lessornotice, lessee passage of time or both, would constitute such a breach or default, and current occupant (if different from lessee) of each Seller has paid all rent due and payable under such parcel of Leased Real Property, Lease; (iii) the term (referencing applicable renewal periods) and fixed Seller has not received nor given any currently-effective notice of any default or basic rental payment terms event that with notice or lapse of time, or both, would constitute a default by Seller under any of the leases Leases and, to the Knowledge of Seller, no other party is in default thereof, and no party to any Lease has exercised any termination rights with respect thereto; (and iv) Except as set forth in Section 4.10(b)(iv) of the Disclosure Schedules, Seller has not subleased, assigned or otherwise granted to any subleases) pertaining Person the right to each use or occupy such parcel of Leased Real Property and or any portion thereof; and (ivv) the current use of each such parcel of Seller has not pledged, mortgaged or otherwise granted an Encumbrance on its leasehold interest in any Leased Real Property. (c) Seller holds sufficient title in all easements, licenses, franchises and other interests in real property other than the Owned Real Property and Leased Real Property that are used in or necessary for the conduct of the Business as currently conducted (together with all of Seller’s equipment and fixtures situated thereon and all other rights and privileges appurtenances thereto, collectively, the “Other Real Property Interests”). Section 4.10(c) of the Disclosure Schedules contains a list of all material Other Real Property Interests. With respect to all Other Real Property Interests: (i) Except as described provided in Section 3.15(c4.10(c) of the Disclosure Schedules, there the Other Real Property Interests are valid, binding, enforceable, and in full force and effect, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles, whether considered in a proceeding at law or in equity, and Seller enjoys peaceful and undisturbed possession of the rights or occupancy conferred by the Other Real Property Interests, subject to Permitted Encumbrances; (ii) To Seller’s Knowledge, Seller is not in breach or default under any agreement evidencing or granting the Other Real Property Interests, and no violation 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 has paid all consideration due and payable with respect to the Other Real Property Interests; (iii) Seller has not received nor given any currently-effective notice of any Law relating default or event that with notice or lapse of time, or both, would constitute a default by Seller with respect to any of the Owned Other Real Property that Interests and, to the Knowledge of Seller, no other party is in default thereof; and (iv) Seller has not subleased, sublicensed, assigned or otherwise granted to any Person the right to use or occupy any of the Other Real Property Interests or any portion thereof. (d) Seller has not received any written notice of (i) violations of building codes or zoning ordinances or other governmental or regulatory Laws affecting the Real Property, (ii) existing, pending or threatened condemnation proceedings affecting the Real Property, or (iii) existing, pending or threatened zoning, building code or other moratorium proceedings, or similar matters which would reasonably be expected to have a Material Adverse Effect. MS has made available to the Sellers (to the extent such copies are in MS' physical possession) true and complete copies of each deed for each parcel of Owned Real Property and, to the extent available, for each parcel of Leased Real Property and all the title insurance policies, title reports, surveys, certificates of occupancy, environmental reports and audits, appraisals and Permits relating to the Real Property, the operations of MS or any MS Subsidiary thereon or any other uses thereof. Subject to all applicable leases, either MS or a MS Subsidiary, as the case may be, is in peaceful and undisturbed possession of each parcel of Real Property and neither MS nor any MS Subsidiary has executed and delivered any contractual restrictions that preclude or materially restrict adversely affect the ability to use operate the premises for Real Property as currently operated and in accordance with Prudent Utility Practices. Neither the purposes for which they are currently being used. Except as set forth in Section 3.15(c) of the Disclosure Schedules, neither MS whole nor any MS Subsidiary has leased or subleased any parcel or any material portion of any parcel of Real Property to any has been damaged or destroyed by fire or other Person, nor has MS or any MS Subsidiary assigned its interest under any lease or sublease listed in Section 3.15(b) of the Disclosure Schedules to any third party. (d) MS has, or has caused to be, delivered to the Sellers true and complete copies of all leases and subleases listed in Section 3.15(b) of the Disclosure Schedules. With respect to each of such leases and subleases: (i) such lease or sublease represents the entire agreement between the respective landlord and tenant with respect to such property; and (ii) except as otherwise disclosed in Section 3.15(b) of the Disclosure Schedules, with respect to each such lease or sublease: (A) neither MS nor any MS Subsidiary has received any notice of cancellation or termination under such lease or sublease and (B) neither MS nor any MS Subsidiary has received any notice of a breach or default under such lease or sublease, which breach or default has not been curedcasualty. (e) There are no condemnation proceedings or eminent domain proceedings The Real Property is sufficient for the continued conduct of any kind pending or, the Business immediately after the Closing in substantially the same manner as conducted prior to the actual knowledge Closing and constitutes all of MS (without investigation), threatened against the Owned Real Propertyreal property necessary to conduct the Business as currently conducted. (f) To the best knowledge of MS, all improvements on the Real Property constructed by or on behalf of MS or any MS Subsidiary were constructed in material compliance with all applicable Laws (including, but not limited to, any building, planning or zoning Laws) affecting such Real Property.

Real Property. (a) Section 3.15(aSchedule 4.8 Part (a) hereto contains a ------------- --------------------- complete and correct list of the Disclosure Schedules lists: (i) the street address all Owned Real Property with a book value in excess of $100,000, together with a description of each parcel of such Owned Real Property. Except as set forth in Schedule 4.8 Part (a) hereto, the Company and --------------------- the Subsidiaries have good and marketable fee title in the Owned Real Property, (ii) including the date on buildings, structures and other improvements thereon, free and clear of all Liens, except for Permitted Encumbrances and for utility and similar easements that do not individually or in the aggregate materially impair or adversely effect the use for which each parcel of such Owned Real Property was acquired, (iii) is currently utilized or the current owner value of each such parcel of Owned Real Property. The Company or MJD has delivered to the Buyers true and correct copies of any material title insurance commitments, (iv) information title insurance policies and surveys in MJD's, the Company's or any Subsidiary's possession relating to the recordation of the deed pursuant to which each such parcel of Owned Real Property was acquired and (v) the current use of each such parcel of Owned Real Property. (b) Section 3.15(bSchedule 4.8 Part (b) hereto contains a complete and correct list --------------------- of the Disclosure Schedules lists: all Real Property Leases (i) the street address of each parcel of Leased Real Propertyrelating to real property on which switching - equipment is located, (ii) the identity which require annual rental or similar payments of the lessor, lessee and current occupant (if different from lessee) of each such parcel of Leased Real Property, more than -- $50,000 or (iii) which the term (referencing applicable renewal periods) and fixed Company deems material to the business or basic rental payment terms operations --- of the leases (Company or any Subsidiary, setting forth the address, landlord and any subleases) pertaining tenant for each such Real Property Lease, describing the premises and all improvements leased pursuant to each such parcel of Leased Real Property Lease, listing the expiration date of, the current annual rent paid under each such Real Property Lease and whether such Real Property Lease contains any renewal or purchase options. Except for the Owned Real Property and (iv) the current use of each such parcel of Leased Real PropertyProperty Leases, no real property is used or occupied by the Company or any Subsidiary. (c) Except as described set forth on Schedule 4.8 Part (c) hereto, each parcel --------------------- of Owned Real Property and the current use and operation of such real property conform in Section 3.15(c) all material respects to all restrictive covenants, conditions, easements, building, subdivision, zoning and similar codes and federal, state and local laws, regulations, rules, orders and ordinances and neither MJD nor the Company nor any Subsidiary has received any written notice of the Disclosure Schedules, there is no any material violation or claimed violation of any Law relating to such restrictive covenant, condition or easement, or any building, subdivision, zoning or similar code, or any federal, state or local law, regulation, rule, order or ordinance. Except as set forth on Schedule 4.8 Part (c) hereto, no current use of the Owned Real Property that by the --------------------- Company or any Subsidiary is dependent on a non-conforming use or other Governmental Approval, the absence of which would reasonably be expected to have cause a Material Adverse Effect. MS has made available to The improvements on the Sellers (to the extent such copies Owned Real Property are in MS' physical possession) true good working condition and complete copies of each deed for each repair, reasonable wear and tear excepted. Each parcel of Owned Real Property andis assessed for real estate tax purposes as a wholly independent lot. (d) Except as set forth on Schedule 4.8 Part (d) hereto, to the extent available, for --------------------- improvements upon each parcel of Leased real property leased by the Company or any Subsidiary and the current use and operation of such real property conform in all material respects to all restrictive covenants, conditions, easements, building, subdivision, zoning and similar codes and federal, state and local laws, regulations, rules, orders and ordinances and neither MJD nor the Company nor any Subsidiary has received any written notice of any violation or claimed violation of any such restrictive covenant, condition or easement, or any building, subdivision, zoning or similar code, or any federal, state or local law, regulation, rule, order or ordinance. Except as set forth on Schedule 4.8 ------------ Part (d) hereto, the premises which are the subject of the Real Property and all the title insurance policies, title reports, surveys, certificates of occupancy, environmental reports and audits, appraisals and Permits relating to the Real Property, the operations of MS or any MS Subsidiary thereon or any other uses thereof. Subject to all applicable leases, either MS or a MS Subsidiary, as the case may be, is in peaceful and undisturbed possession of each parcel of Real Property and neither MS nor any MS Subsidiary has executed and delivered any contractual restrictions that preclude or materially restrict the ability to use the premises Leases -------- are zoned for the purposes for which they are currently being usedused by the Company and the Subsidiaries. Except as set forth in Section 3.15(c) The improvements on the real property premises which are the subject of the Disclosure Schedules, neither MS nor any MS Subsidiary has leased or subleased any parcel or any portion of any parcel of Real Property to any other Person, nor has MS or any MS Subsidiary assigned its interest under any lease or sublease listed Leases are in Section 3.15(b) of the Disclosure Schedules to any third party. (d) MS has, or has caused to be, delivered to the Sellers true good working condition and complete copies of all leases and subleases listed in Section 3.15(b) of the Disclosure Schedules. With respect to each of such leases and subleases: (i) such lease or sublease represents the entire agreement between the respective landlord and tenant with respect to such property; and (ii) except as otherwise disclosed in Section 3.15(b) of the Disclosure Schedules, with respect to each such lease or sublease: (A) neither MS nor any MS Subsidiary has received any notice of cancellation or termination under such lease or sublease and (B) neither MS nor any MS Subsidiary has received any notice of a breach or default under such lease or sublease, which breach or default has not been curedrepair. (e) There are is no condemnation proceedings or eminent domain proceedings of any kind pending or, to the actual knowledge Knowledge of MS (without investigation)MJD, threatened against or contemplated action to take by eminent domain or otherwise to condemn any portion of the Owned Real PropertyProperty or any portion of any premises which are the subject of the Real Property Leases and neither MJD nor the Company nor any Subsidiary has received written notice thereof. There exists no writ, injunction, decree, order or judgment, nor any litigation, pending or to the Knowledge of MJD, threatened, relating to the ownership, use, lease, occupancy or operation of the Owned Real Property or any of the premises which are the subject of the Real Property Leases, except for the existence of which would not individually or in the aggregate materially impair or adversely effect the use for which such real property is currently utilized or the value of such real property. (f) To Each Real Property Lease is legal, valid, binding, enforceable and in full force and effect. Neither the best knowledge Company nor any Subsidiary nor, to the Knowledge of MSMJD, any other party is in material default, violation or breach under any Real Property Lease, and, to the Knowledge of MJD, no event has occurred and is continuing that constitutes or, with notice or the passage of time or both, would constitute a material default, violation or breach thereunder. No material amount payable under any Real Property Lease is past due. Neither MJD nor the Company nor any Subsidiary has received any written notice of a material default, offset or counterclaim under any Real Property Lease or any other communication asserting non-compliance with any Real Property Lease. Except as set forth on Schedule 4.8 Part(f) hereto, the Company and the -------------------- Subsidiaries have the exclusive right to use and occupy the premises leased under each Real Property Lease. The Company and the Subsidiaries enjoy peaceful and undisturbed possession of the premises leased by the Company and the Subsidiaries under each Real Property Lease. Except as set forth on Schedule -------- 4.8 Part (f) hereto, the Company and each Subsidiary has good and valid title to ------------ the leasehold estate under its respective Real Property Leases, free and clear of all improvements on Liens, except for lessors' interests in the Real Property. The Company or MJD has delivered to the Buyers complete and correct copies of the Real Property constructed by Leases listed on Schedule 4.8 Part (b) hereto, together, in the case of --------------------- any subleases or on behalf similar occupancy agreements, with copies of MS or any MS Subsidiary were constructed in material compliance with all applicable Laws (including, but not limited to, any building, planning or zoning Laws) affecting such Real Propertyoverleases.

Real Property. (a) Section 3.15(a) of the Disclosure Schedules lists: (i) the street address of each parcel of Owned Real Property, (ii) the date on which each parcel of Owned Real Property was acquired, (iii) the current owner of With respect to each such parcel of Owned Real Property: (i) the Contributor has good and marketable title to the Owned Real Property, free and clear of any Liens except for Permitted Liens; (ii) there are no pending or, to the Knowledge of the Contributor, threatened, condemnation proceedings, lawsuits or administrative actions relating to the Owned Real Property; (iii) the 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 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 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) information relating to all facilities have received all approvals of Governmental or Regulatory Authorities (including Licenses) required in connection with the recordation ownership or operation thereof and have been operated and maintained in accordance with applicable Laws; (v) except as set forth in Section 2.13 of the deed pursuant Disclosure Schedule, there are no leases, subleases, Licenses, concessions, easements, servitudes, rights-of-way, encumbrances or other Contracts granting to which each such parcel any party or parties the right of use or occupancy of any portion of the Owned Real Property; (vi) neither the leases, 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 was acquired as a refinery in the same manner as the Contributor has operated the same prior to the Closing Date and (vvii) with respect to the current use of each such parcel of easements, licenses and rights-of-way comprising the Owned Real Property, the Contributor has good and marketable title to or interests therein sufficient to enable the Acquiror to use and operate the Contributed Assets in a reasonable and customary manner, free and clear of Liens except Permitted Liens. (b) Section 3.15(b) of the Disclosure Schedules lists: (i) the street address of each parcel of Leased Real Property, (ii) the identity of the lessor, lessee and current occupant (if different from lessee) of each such parcel of Leased Real Property, (iii) the term (referencing applicable renewal periods) and fixed or basic rental payment terms of the leases (and any subleases) pertaining to each such parcel of Leased Real Property and (iv) the current use of each such parcel of Leased Real Property. (c) Except as described in Section 3.15(c) of the Disclosure Schedules, there is no violation of any Law relating to any of the Owned Real Property that would reasonably be expected to have a Material Adverse Effect. MS The Contributor has made available delivered to the Sellers (Acquiror prior to the extent such copies are in MS' physical possession) execution of this Agreement true and complete copies of each deed for each parcel all deeds, leases, mortgages, deeds of Owned Real Property andtrust, to the extent availablecertificates of occupancy, for each parcel of Leased Real Property and all the title insurance policies, title reports, surveys, certificates easements, licenses, rights of occupancyway, environmental reports restrictions and auditssimilar documents, appraisals and Permits relating all amendments thereof, with respect to the Owned Real Property. (c) There are no tenants or other parties in possession of any Owned Real Property. No Person has any right to purchase, or holds any right of first refusal to purchase, such properties. (d) Except as set forth in Section 2.13 of the operations Disclosure Schedule, all public utilities, including, without limitation, water and wastewater, have been extended to a boundary line of MS each tract of the Owned Real Property through adjoining public streets, or any MS Subsidiary thereon or any if they pass through adjoining private land, do so in accordance with validly existing easements permitting such use, and all installation and connection charges necessary to use such public utilities have been paid in full. All facilities located on the Owned Real Property are supplied with utilities and other uses thereof. Subject to services, including gas, electricity, water, telephone, sanitary sewer and storm sewer as are necessary for their current use, all of which services are in accordance with all applicable leasesLaws and are provided via public roads or via permanent, either MS or a MS Subsidiaryirrevocable, as appurtenant easements benefiting the case may be, is in peaceful and undisturbed possession of each parcel of Owned Real Property. The improvements on the Owned Real Property are in good operating condition and neither MS nor any MS Subsidiary has executed in a state of good maintenance and delivered any contractual restrictions that preclude or materially restrict the ability to use the premises repair, ordinary wear and tear excepted, and are adequate and suitable for the purposes for which they are currently presently being used. Except as set forth in Section 3.15(c) of the Disclosure Schedules, neither MS nor any MS Subsidiary has leased or subleased any parcel or any portion of any parcel of Real Property to any other Person, nor has MS or any MS Subsidiary assigned its interest under any lease or sublease listed in Section 3.15(b) of the Disclosure Schedules to any third party. (d) MS has, or has caused to be, delivered to the Sellers true used and complete copies of all leases and subleases listed in Section 3.15(b) of the Disclosure Schedules. With respect to each of such leases and subleases: (i) such lease or sublease represents the entire agreement between the respective landlord and tenant with respect to such property; and (ii) except as otherwise disclosed in Section 3.15(b) of the Disclosure Schedules, with respect to each such lease or sublease: (A) neither MS nor any MS Subsidiary has received any notice of cancellation or termination under such lease or sublease and (B) neither MS nor any MS Subsidiary has received any notice of a breach or default under such lease or sublease, which breach or default has not been cured. (e) There there are no condemnation or appropriation proceedings or eminent domain proceedings of any kind pending or, to the actual knowledge Knowledge of MS (without investigation)the Contributor, threatened threatened, against the any such Owned Real PropertyProperty or the improvements thereon. (f) To the best knowledge of MS, all improvements on the Real Property constructed by or on behalf of MS or any MS Subsidiary were constructed in material compliance with all applicable Laws (including, but not limited to, any building, planning or zoning Laws) affecting such Real Property.

Real Property. (a) Section 3.15(aSchedule 4.16(a) identifies all Real Property owned by the Acquired Companies (the “Owned Real Property”). Except as set forth on Schedule 4.16(a), an Acquired Company holds fee title or leasehold title (to the extent that the concept of fee title does not exist in the Disclosure Schedules lists: (iapplicable jurisdiction with respect to such entity) the street address of to each parcel of the Owned Real PropertyProperty and, (ii) with respect to the date on which each applicable parcel of Owned Real Property was acquired, (iiii) the current owner of each has good and valid fee simple title or leasehold title to such parcel of Owned Real Property, free and clear of Encumbrances, other than Permitted Encumbrances, and (ivii) information relating there are no outstanding options or rights of first refusal to the recordation of the deed pursuant to which each purchase such parcel of Owned Real Property was acquired and (v) or any portion thereof or interest therein, other than options or rights of first refusal recorded in the current use of each such parcel of Owned Real Propertyapplicable property records. (b) Section 3.15(bSchedule 4.16(b) identifies all land use and perpetual usufruct rights owned by the Acquired Companies (the “Owned Land Use Rights”). Except as set forth on Schedule 4.16(b), the relevant Acquired Company holds the Owned Land Use Rights for each parcel of land subject to the Owned Land Use Rights in the PRC or Poland and, with respect to the applicable parcel of underlying land and to the Knowledge of the Disclosure Schedules lists: Company, (i) has validly acquired land use rights or perpetual usufruct rights to such land subject to the street address Owned Land Use Rights, free and clear of each parcel of Leased Real PropertyEncumbrances, other than Permitted Encumbrances and (ii) there are no outstanding options or rights of first refusal to purchase such Owned Land Use Rights or any portion thereof or interest other than as permitted under applicable PRC or Polish Law or registered in the identity of the lessor, lessee Land and current occupant (if different from lessee) of each such parcel of Leased Real Property, (iii) the term (referencing applicable renewal periods) and fixed or basic rental payment terms of the leases (and any subleases) pertaining to each such parcel of Leased Real Property and (iv) the current use of each such parcel of Leased Real PropertyMortgage Register in Poland. (c) Except as described in Section 3.15(cSchedule 4.16(c) of the Disclosure Schedules, there is no violation of any Law relating to any of the Owned identifies all Real Property that would reasonably be expected to have a Material Adverse Effect. MS has made available to leased by any Acquired Company (such leases, the Sellers (to the extent such copies are in MS' physical possession) true and complete copies of each deed for each parcel of Owned “Real Property and, to the extent available, for each parcel of Leased Real Property Leases” and all the title insurance policies, title reports, surveys, certificates of occupancy, environmental reports and audits, appraisals and Permits relating to the such Real Property, the operations of MS or any MS Subsidiary thereon or any other uses thereof. Subject to all applicable leases, either MS or a MS Subsidiary, as the case may be, is in peaceful and undisturbed possession of each parcel of “Leased Real Property and neither MS nor any MS Subsidiary has executed and delivered any contractual restrictions that preclude or materially restrict the ability to use the premises for the purposes for which they are currently being usedProperty”). Except as set forth on Schedule 4.16(c), (i) the Real Property Leases are in Section 3.15(cfull force and effect and are valid and binding on the Acquired Company; (ii) none of the Disclosure SchedulesAcquired Companies are in material breach or default thereunder, neither MS nor any MS Subsidiary and to the Knowledge of the Company, no event has leased occurred or subleased any parcel circumstance exists, which, with the delivery of notice, the passage of time or any portion both, would constitute such a breach or default; and (iii) the Company and its Subsidiaries have a valid leasehold estate in all Leased Real Property. The Company has made available to Parent complete and correct copies of any parcel of the Real Property to Leases including any other Person, nor has MS or any MS Subsidiary assigned its interest under any lease or sublease listed in Section 3.15(b) of the Disclosure Schedules to any third partyamendments thereto. (d) MS hasThe Owned Real Property, or has caused to be, delivered the parcels and tracts of land subject to the Sellers true Owned Land Use Rights and complete copies the parcels and tracts of land subject to the Real Property Leases together constitute all leases and subleases listed in Section 3.15(b) of the Disclosure Schedules. With respect to each parcels and tracts of such leases and subleases: (i) such lease or sublease represents land primarily used in the entire agreement between the respective landlord and tenant with respect to such property; and (ii) except as otherwise disclosed in Section 3.15(b) of the Disclosure Schedules, with respect to each such lease or sublease: (A) neither MS nor any MS Subsidiary has received any notice of cancellation or termination under such lease or sublease and (B) neither MS nor any MS Subsidiary has received any notice of a breach or default under such lease or sublease, which breach or default has not been curedBusiness. (e) There are no To the Knowledge of the Company, there does not exist any actual or threatened condemnation proceedings or eminent domain proceedings of any kind pending or, to the actual knowledge of MS (without investigation), threatened against that affect the Owned Real Property, the parcels and tracts of land subject to the Owned Land Use Rights or the property subject to the Real Property Leases or any material part thereof. (f) To the best knowledge Knowledge of MSthe Company, all buildings, structures, fixtures and improvements on included within the Owned Real Property constructed by (the “Owned Improvements”) and included within the Leased Real Property (the “Leased Improvements” and, together with the Owned Improvements, the “Improvements”) are in operating condition, subject only to ordinary wear and tear, and the Improvements are adequate for the purposes for which such Improvements are presently being used or on behalf held for use, and to the Knowledge of MS the Company, there are no facts or conditions affecting any MS Subsidiary were constructed of the Improvements that, in the aggregate, would reasonably be expected to interfere in any material compliance respect with all applicable Laws (includingthe current use, but not limited to, any building, planning occupancy or zoning Laws) affecting such Real Propertyoperation thereof.

Real Property. (a) Section 3.15(a) 4.7.1. All of the Disclosure Schedules lists: (i) Assets consisting of Real Property interests are disclosed on SCHEDULE 4.7. To the street address of extent that SCHEDULE 4.7 fails to disclose the specific Seller holding each parcel of Owned Real Propertyinterest listed thereon, (ii) Seller will provide such information to Buyer within 30 days after the date of this Agreement. Except as otherwise disclosed on which each parcel of Owned Real Property was acquiredSCHEDULE 4.7, Seller is the sole owner (iiiboth legal and equitable) and holds, or at the current owner of each such parcel of Owned Real Property, (iv) information relating to the recordation time of the deed pursuant Closing Company will hold, good and marketable fee simple absolute title to which each such parcel of Owned Real Property was acquired and (v) the current use of each such parcel of Owned Real Property. (b) Section 3.15(b) of the Disclosure Schedules lists: (i) the street address of each parcel of Leased Real Property, (ii) the identity of the lessor, lessee and current occupant (if different from lessee) of each such parcel of Leased Real Property, (iii) the term (referencing applicable renewal periods) and fixed or basic rental payment terms of the leases (and any subleases) pertaining to each such parcel of Leased Real Property and (iv) the current use of each such parcel of Leased Real Property. (c) Except as described in Section 3.15(c) of the Disclosure Schedules, there is no violation of any Law relating to any of the Owned Real Property that would reasonably be expected to have a Material Adverse Effect. MS has made available to the Sellers (to the extent such copies are in MS' physical possession) true and complete copies of each deed for each parcel of Owned Real Property and, to the extent available, for each parcel of Leased Real Property and all the title insurance policies, title reports, surveys, certificates of occupancy, environmental reports and audits, appraisals and Permits relating to the Real Property, the operations of MS or any MS Subsidiary thereon or any other uses thereof. Subject to all applicable leases, either MS or a MS Subsidiary, as the case may be, is in peaceful and undisturbed possession of each parcel of Real Property disclosed as being owned by Seller on SCHEDULE 4.7 or is otherwise owned by Seller and neither MS nor any MS Subsidiary all buildings, structures and improvements thereon and has executed the valid and delivered any contractual restrictions that preclude or materially restrict the ability enforceable right to use the premises for the purposes for which they are currently being used. Except as set forth in Section 3.15(c) of the Disclosure Schedules, neither MS nor any MS Subsidiary has leased or subleased any parcel or any portion of any parcel of and possess such owned Real Property to any other Personand improvements, nor has MS or any MS Subsidiary assigned its interest under any lease or sublease listed in Section 3.15(b) each case free and clear of the Disclosure Schedules to any third party. (d) MS all Encumbrances except for Permitted Encumbrances. Seller has, and at the Closing Company will have, valid and enforceable leasehold interests in the Real Property disclosed as being leased by Seller on SCHEDULE 4.7 or has caused is otherwise leased by Seller and, with respect to beother Real Property not owned or leased by Seller, delivered Seller has, and at the Closing Company will have, the valid and enforceable right to use all other Real Property pursuant to the Sellers true easements, licenses, rights-of-way or other rights disclosed on SCHEDULE 4.7 or is otherwise used by Seller, and complete copies all improvements thereon owned by Seller and included in the Assets, in each case free and clear of all leases and subleases listed in Section 3.15(b) of the Disclosure SchedulesEncumbrances except for Permitted Encumbrances. With respect to each of such leases leasehold interests and subleases: (i) such lease or sublease represents the entire agreement between the respective landlord and tenant with respect to such property; and (ii) except as otherwise disclosed other material interests in Section 3.15(b) of the Disclosure SchedulesReal Property, with respect to each such lease or sublease: (A) neither MS nor any MS Subsidiary has received any notice of cancellation or termination under such lease or sublease and (B) neither MS nor any MS Subsidiary has received any notice of a Seller is not in breach or default under such lease of any terms or subleaseconditions of any written instrument relating thereto and, which to Seller's Knowledge, no other party thereto is in material breach or default has not been curedof any terms or conditions of any such written instrument. (e) 4.7.2. There are no condemnation proceedings leases or eminent domain proceedings of other agreements, oral or written, granting to any kind pending or, Person other than Seller the right to the actual knowledge of MS (without investigation), threatened against the Owned occupy or use any Real Property, except as disclosed on SCHEDULE 4. (f) To the best knowledge of MS, all improvements on the Real Property constructed by or on behalf of MS or any MS Subsidiary were constructed in material compliance with all applicable Laws (including, but not limited to, any building, planning or zoning Laws) affecting such Real Property.

Real Property. (a) Section 3.15(aSchedule 4.15(a) sets forth a complete list of the Disclosure Schedules lists: (i) all real property and interests in real property, including improvements thereon and easements appurtenant thereto owned in fee by any Target Company (collectively, the street address of each parcel of “Company Owned Real PropertyProperties”), (ii) all real property and interests in real property leased by any Target Company (collectively, the “Company Leased Properties” and, together with the Company Owned Properties, the “Company Real Properties”) as lessee or lessor, together with a list of all leases, lease guarantees, agreements and documents related thereto, including all amendments, terminations and modifications thereof (collectively, the “Company Real Property Leases”), and including the name of the lessor or lessee, the date on which of the lease, and a description the current annual rent and term under each parcel of Owned Company Real Property was acquiredLease. The Target Companies have good and marketable fee title to all Company Owned Properties, free and clear of all Liens of any nature whatsoever, except for Permitted Liens. The Company Real Properties constitute all interests in real property currently used, occupied or currently held for use in connection with the business of the Target Companies and which are necessary for the continued operation of the business of the Target Companies as the business is currently conducted. All of the Company Real Properties and buildings, fixtures and improvements thereon (iiii) are in good operating condition without structural defects, and all mechanical and other systems located thereon are in good operating condition, and no condition exists requiring material repairs, alterations or corrections and (ii) are suitable, sufficient and appropriate in all respects for their current and contemplated uses. None of the improvements located on the Company Real Properties constitute a legal non-conforming use or otherwise require any special dispensation, variance or special permit under any Laws. The Company has delivered to OAC true, correct and complete copies of (i) all deeds, title reports and surveys for the Company Owned Properties and (ii) the current owner of each such parcel of Owned Real Property, (iv) information relating to the recordation of the deed pursuant to which each such parcel of Owned Company Real Property was acquired and (v) Leases, together with all amendments, modifications or supplements, if any, thereto. The Company Real Properties are not subject to any leases, subleases, licenses, occupancy, rights of first refusal, options to purchase or rights of occupancy, except the current use of each such parcel of Owned Company Real PropertyProperty Leases set forth on Schedule 4.15(a). (b) Section 3.15(b) Each Target Company has a valid, binding and enforceable leasehold interest under each of the Disclosure Schedules lists: (i) the street address Company Leased Properties under which it is a lessee, free and clear of each parcel of Leased Real Property, (ii) the identity all Liens other than Permitted Liens. Each of the lessorCompany Real Property Leases is in full force and effect. No Target Company is in default under any Company Real Property Lease, lessee and current occupant (no event has occurred and no circumstance exists which, if different from lessee) not remedied, and whether with or without notice or the passage of each time or both, would result in such parcel a default. No Target Company has received or given any notice of Leased Real Propertyany default or event that with notice or lapse of time, (iii) the term (referencing applicable renewal periods) and fixed or basic rental payment terms both, would constitute a default by a Target Company under any of the leases (and any subleases) pertaining to each such parcel of Leased Company Real Property and (iv) Leases and, to the current use Knowledge of each such parcel of Leased the Company, no other party is in default thereof. No party to any Company Real PropertyProperty Lease has exercised any termination rights with respect thereto. (c) Except as described in Section 3.15(c) The Target Companies have all certificates of occupancy and Permits of any Governmental Authority necessary or useful for the current use and operation of each Company Real Property, and the Target Companies have fully complied with all material conditions of the Disclosure SchedulesPermits applicable to them. No default or violation, there is no violation or event that with the lapse of time or giving of notice or both would become a default or violation, has occurred in the due observance of any Law such Permit. (d) With respect to the Company Real Properties: (i) there are no pending or, to the Knowledge of the Company, threatened condemnation or eminent domain proceedings or Actions relating to any Company Real Property, and no Target Company has received any notice of the Owned Real Property that would reasonably be expected intention of any Governmental Authority or other Person to have a Material Adverse Effect. MS has made available to the Sellers take or use all or any part thereof; (to the extent such copies ii) there are in MS' physical possession) true and complete copies of each deed for each parcel of Owned Real Property andno pending or, to the extent availableKnowledge of the Company, for each parcel threatened Actions relating to boundary lines, ingress and egress, adverse possession or similar issues; (iii) the existing buildings and improvements located on the Company Real Properties are located entirely within the boundary lines of Leased such Company Real Property or on permanent easements on adjoining land benefiting such Company Real Property and all the title insurance policies, title reports, surveys, certificates of occupancy, environmental reports may lawfully be used under applicable zoning and audits, appraisals and Permits relating to the Real Property, the operations of MS or any MS Subsidiary thereon or any other uses thereof. Subject to all applicable leases, either MS or a MS Subsidiary, as the case may be, is in peaceful and undisturbed possession of each parcel of Real Property and neither MS nor any MS Subsidiary has executed and delivered any contractual restrictions that preclude or materially restrict the ability to land use the premises laws for the purposes for which they are currently presently being used; and (iv) the Company Real Properties are in compliance with the terms and provisions of any restrictive covenants, easements, or agreements affecting such Company Real Property. No Target Company has received any notice from any insurance company that has issued a policy with respect to any Company Real Property requiring performance of any structural or other repairs or alterations to such Company Real Property. (e) Except as set forth in Section 3.15(c) Schedule 4.15(e), no Target Company owns, holds, is obligated under or is a party to, any option, right of the Disclosure Schedulesfirst refusal or other contractual right to purchase, neither MS nor acquire, sell, assign or dispose of any MS Subsidiary has leased or subleased any parcel real estate or any portion of any parcel of Real Property to any other Person, nor has MS thereof or any MS Subsidiary assigned its interest under any lease or sublease listed in Section 3.15(b) of the Disclosure Schedules to any third partytherein. (d) MS has, or has caused to be, delivered to the Sellers true and complete copies of all leases and subleases listed in Section 3.15(b) of the Disclosure Schedules. With respect to each of such leases and subleases: (i) such lease or sublease represents the entire agreement between the respective landlord and tenant with respect to such property; and (ii) except as otherwise disclosed in Section 3.15(b) of the Disclosure Schedules, with respect to each such lease or sublease: (A) neither MS nor any MS Subsidiary has received any notice of cancellation or termination under such lease or sublease and (B) neither MS nor any MS Subsidiary has received any notice of a breach or default under such lease or sublease, which breach or default has not been cured. (e) There are no condemnation proceedings or eminent domain proceedings of any kind pending or, to the actual knowledge of MS (without investigation), threatened against the Owned Real Property. (f) To the best knowledge of MS, all improvements on the Real Property constructed by or on behalf of MS or any MS Subsidiary were constructed in material compliance with all applicable Laws (including, but not limited to, any building, planning or zoning Laws) affecting such Real Property.

Real Property. (a) Section 3.15(aSchedule 4.10(a) of the Company Disclosure Schedules lists: (i) lists the street address of each parcel of Real Property leased by each Acquired Company (the “Leased Real Property”), and a list, as of the date of this Agreement, of all leases for each parcel of Leased Real Property (collectively, “Leases”), including the identification of the lessee and lessor thereunder. The Acquired Companies have made available to Buyer true, accurate and complete copies of (i) all Leases, and (ii) any material reciprocal easement agreements, declarations of restrictive covenants, utility contracts, roof warranties, shopping center association or co-op agreements and all other agreements that could impose material obligations on Buyer as a tenant under the Leases, including all amendments, extensions and renewals with respect to (i) and (ii). (b) Schedule 4.10(b) of the Company Disclosure Schedules sets forth each parcel of real property owned by the Acquired Companies and used in or necessary for the conduct of the Business as currently conducted (together with all buildings, fixtures, structures and improvements situated thereon and all easements, rights-of-way and other rights and privileges appurtenant thereto, collectively, the “Owned Real Property”), including with respect to each property, the address location and use. Sellers have delivered to Buyer copies of the deeds and other instruments (as recorded) by which the Acquired Companies acquired the Owned Real Property, (ii) and copies of all title insurance policies, opinions, abstracts and surveys in the date on which possession of the Acquired Companies with respect to each such parcel. With respect to each parcel of Owned Real Property was acquiredand except as provided in the documents provided to Buyer: (i) The Acquired Company that owns the Owned Real Property has good and marketable fee simple title, free and clear of all Encumbrances, except for Permitted Encumbrances; (ii) except as set forth on Schedule 4.10(b) of the Company Disclosure Schedules, no Acquired Company has leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof; and (iii) the current owner there are no unrecorded outstanding options, rights of each first offer or rights of first refusal to purchase such parcel of Owned Real Property, (iv) information relating to the recordation of the deed pursuant to which each such parcel of Owned Real Property was acquired and (v) the current use of each such parcel of Owned Real Property. (b) Section 3.15(b) of the Disclosure Schedules lists: (i) the street address of each parcel of Leased Real Property, (ii) the identity of the lessor, lessee and current occupant (if different from lessee) of each such parcel of Leased Real Property, (iii) the term (referencing applicable renewal periods) and fixed or basic rental payment terms of the leases (and any subleases) pertaining to each such parcel of Leased Real Property and (iv) the current use of each such parcel of Leased Real Propertyportion thereof or interest therein. (c) Except as described in Section 3.15(cset forth on Schedule 4.10(c) of the Company Disclosure Schedules: (i) none of the Real Property is subject to any commitment for sale or use by any Person other than the applicable Acquired Company; (ii) none of the Real Property is subject to any Encumbrance (other than Permitted Encumbrances) which in any material respect interferes with or impairs the value, there transferability or present and continued use thereof in the usual and normal conduct of the Business; (iii) the Owned Real Property, and to the Knowledge of the Company, the Leased Real Property and each user thereof, is in compliance in all material respects with all Governmental Requirements (including without limitation all zoning, subdivision and other applicable land use ordinances) and all existing covenants, conditions, restrictions and easements, and the current use of the Real Property does not constitute a non-conforming use under the applicable zoning ordinances; and (iv) no violation material default or breach exists with respect to, and no Acquired Company has received any written notice of any Law relating to material default or breach under, any Encumbrance affecting any of the Owned Real Property. (d) There are no condemnation or eminent domain proceedings pending, or to the Knowledge of the Company, contemplated or threatened, against the Real Property that or any part thereof, and no Acquired Company has received written notice of any desire of any Governmental Authority to take or use the Real Property or any part thereof. To the Knowledge of the Company, there are no existing contemplated or threatened, general or special assessments affecting the Real Property or any portion thereof. (e) No Acquired Company has received written notice of, nor does any Acquired Company have Knowledge of, any pending or threatened action, suit, claim, investigation or other legal proceeding (including without limitation condemnation or eminent domain proceeding) before any Governmental Authority which relates to the ownership, maintenance, use or operation of the Real Property and which would reasonably be expected to have a Material Adverse Effect. MS has made available to materially adversely affect the Sellers (to the extent such copies are in MS' physical possession) true and complete copies use of each deed for each parcel of Owned Real Property and, to the extent available, for each parcel of Leased Real Property and all the title insurance policies, title reports, surveys, certificates of occupancy, environmental reports and audits, appraisals and Permits relating to the Real Property, the operations nor does any Acquired Company have Knowledge of MS any fact which would reasonably be expected to give rise to any such action, suit, claim, investigation or other legal proceeding or any MS Subsidiary thereon type of existing or intended use of any other uses thereof. Subject real property adjacent to all applicable leases, either MS or a MS Subsidiary, as the case may be, is in peaceful and undisturbed possession of each parcel of Real Property and neither MS nor any MS Subsidiary has executed and delivered any contractual restrictions that preclude or which would reasonably be expected to materially restrict adversely affect the ability to use the premises for the purposes for which they are currently being used. Except as set forth in Section 3.15(c) of the Disclosure Schedules, neither MS nor any MS Subsidiary has leased or subleased any parcel or any portion of any parcel of Real Property to any other Person, nor has MS or any MS Subsidiary assigned its interest under any lease or sublease listed in Section 3.15(b) of the Disclosure Schedules to any third party. (d) MS has, or has caused to be, delivered to the Sellers true and complete copies of all leases and subleases listed in Section 3.15(b) of the Disclosure Schedules. With respect to each of such leases and subleases: (i) such lease or sublease represents the entire agreement between the respective landlord and tenant with respect to such property; and (ii) except as otherwise disclosed in Section 3.15(b) of the Disclosure Schedules, with respect to each such lease or sublease: (A) neither MS nor any MS Subsidiary has received any notice of cancellation or termination under such lease or sublease and (B) neither MS nor any MS Subsidiary has received any notice of a breach or default under such lease or sublease, which breach or default has not been cured. (e) There are no condemnation proceedings or eminent domain proceedings of any kind pending or, to the actual knowledge of MS (without investigation), threatened against the Owned Real Property. (f) None of the Real Property is located within any area determined to be flood-prone under the Federal Flood Protection Act of 1973, or any comparable state or local Law. No Acquired Company has received any written notice from any insurance company of any defects or inadequacies in the Real Property or any part thereof which would materially and adversely affect the insurability of the Real Property or the premiums for the insurance thereof, and no written notice has been given to any Acquired Company by any insurance company which has issued a policy with respect to any portion of the Real Property or by any board of fire underwriters (or other body exercising similar functions) requesting the performance of any repairs, alterations or other work which has not been complied with. To the best knowledge Knowledge of MSthe Company, all water, sewer, gas, electric, telephone and drainage facilities and all other utilities required by Law or for the normal use and operation of the Real Property are installed to the improvements situated on the Real Property, are connected pursuant to valid permits, enter the Real Property through adjoining public streets and are otherwise adequate in all material respects for the present operation of the Business and in compliance in all material respects with all Law applicable thereto. Access to and from the Real Property is via public streets, which streets are sufficient for the present operation of the Business. To the Knowledge of the Company, the buildings and improvements on the Real Property constructed (including the heating, air conditioning, mechanical, electrical and other systems used in connection therewith) are in a reasonable state of repair, ordinary wear and tear excepted, have been well maintained and are free from infestation by termites, other wood destroying insects, and, except in de minimis respects, vermin and other pests. There are no repairs or on behalf replacements for Real Property exceeding US $100,000 for any single repair or replacement, or US $250,000 or more in the aggregate for all repairs and replacements, which are currently contemplated by any Acquired Company, or which, to the Knowledge of MS or any MS Subsidiary were constructed the Company, should be made in material compliance with all applicable Laws (including, but not limited to, any building, planning or zoning Laws) affecting such Real Propertyorder to maintain said buildings and improvements in a reasonable state of repair.

Real Property. (a) The members of the Merger Partner Group hold valid fee simple title to the Merger Partner Owned Real Property set forth in Section 3.15(a3.9(a) of the Merger Partner Disclosure Schedules lists: Letter, in each case, free and clear of Encumbrances other than Permitted Encumbrances. Neither the whole nor any part of the Merger Partner Owned Real Property is subject to any pending suit for condemnation or other taking by any Governmental Authority and, to the Knowledge of Merger Partner, no such condemnation or other taking is threatened or contemplated. To the Knowledge of Merger Partner, all improvements constituting part of the Merger Partner Owned Real Property (i) comply with valid and current certificates of occupancy or similar Permits to the street address of each parcel of Owned Real Propertyextent required by applicable Laws for the use thereof, (ii) the date on which each parcel of Owned Real Property was acquiredare in good operating condition and repair (ordinary wear and tear excepted), (iii) are adequately served with all necessary utilities for the current owner operation of each such parcel the business of Owned Real Propertythe Merger Partner Business in the ordinary course of business in all material respects, and (iv) information have current uses and operations that do not violate in any material respect any Laws, covenants, conditions, restrictions, easements, licenses, permits, or agreements, except in the case of each of clauses (i) through (iv), as would not, individually or in the aggregate, reasonably be expected to be material to the Merger Partner Business or the Merger Partner Group, taken as a whole. (b) The members of the Merger Partner Group have a valid leasehold interest (as lessee, sublessee, licensee or sublicensee) in all real property leased, licensed or otherwise used by the members of the Merger Partner Group (collectively with all buildings, structures, fixtures and other improvements leased thereunder, the “Merger Partner Leased Real Property”). After giving effect to the Contemplated Transactions and in the event that all necessary consents (written or otherwise) are obtained from the relevant lessors, sublessors, or licensors of each lease or Contract relating to the recordation of the deed pursuant to which each such parcel of Owned Real Property was acquired and (v) the current use of each such parcel of Owned Real Property. (b) Section 3.15(b) of the Disclosure Schedules lists: (i) the street address of each parcel of Merger Partner Leased Real Property, each of the leases or other Contracts relating to the Merger Partner Leased Real Property will create (or will have created) as of the Closing (i) a valid and subsisting leasehold interest, or valid right to use, of one of the members of the Merger Partner Group; (ii) the identity a valid and binding obligation of such member of the lessor, lessee Merger Partner Group free of Encumbrances (other than Permitted Encumbrances); and current occupant (if different from lessee) of each such parcel of Leased Real Property, (iii) the term (referencing applicable renewal periods) enforceable by and fixed or basic rental payment terms against such member of the leases Merger Partner Group in accordance with its terms, except in the cases of clauses (and any subleasesi) pertaining to each such parcel of Leased Real Property and through (iv) iii), as would not, individually or in the current use of each such parcel of Leased Real Property. (c) Except as described in Section 3.15(c) of the Disclosure Schedulesaggregate, there is no violation of any Law relating to any of the Owned Real Property that would reasonably be expected to have a Material Adverse Effect. MS has made available be material to the Sellers (to Merger Partner Business or the extent such copies are in MS' physical possession) true and complete copies Merger Partner Group, taken as a whole. None of each deed for each parcel the members of Owned Real Property andthe Merger Partner Group, nor, to the extent availableKnowledge of Merger Partner, for each parcel of Leased Real Property and all the title insurance policies, title reports, surveys, certificates of occupancy, environmental reports and audits, appraisals and Permits relating to the Real Property, the operations of MS or any MS Subsidiary thereon or any other uses thereof. Subject to all applicable leases, either MS or a MS Subsidiary, as the case may be, is in peaceful and undisturbed possession of each parcel of Real Property and neither MS nor any MS Subsidiary has executed and delivered any contractual restrictions that preclude or materially restrict the ability to use the premises for the purposes for which they are currently being used. Except as set forth in Section 3.15(c) of the Disclosure Schedules, neither MS nor any MS Subsidiary has leased or subleased any parcel or any portion of any parcel of Real Property party to any other Person, nor has MS or any MS Subsidiary assigned its interest under any lease or sublease listed in Section 3.15(b) of the Disclosure Schedules to any third party. (d) MS has, or has caused to be, delivered to the Sellers true and complete copies of all leases and subleases listed in Section 3.15(b) of the Disclosure Schedules. With respect to each of such leases and subleases: (i) such lease or sublease represents the entire agreement between the respective landlord and tenant with respect to such property; and other Contract (iieach, a “Merger Partner Real Property Lease”) except as otherwise disclosed is in Section 3.15(b) of the Disclosure Schedules, with respect to each such lease or sublease: (A) neither MS nor any MS Subsidiary has received any notice of cancellation or termination under such lease or sublease and (B) neither MS nor any MS Subsidiary has received any notice of a breach or default under such lease Merger Partner Real Property Lease, and no event has occurred or subleasefailed to occur or circumstance exists which, which with the delivery of notice, the passage of time or both, would constitute such a breach or default has default, or permit the termination, modification or acceleration of rent under such Merger Partner Real Property Lease, except as individually or in the aggregate, would not been cured. (e) There are no condemnation proceedings or eminent domain proceedings of any kind pending or, reasonably be expected to be material to the actual knowledge Merger Partner Business or the Merger Partner Group, taken as a whole. Merger Partner has Made Available to Merger Partner complete and correct copies of MS (without investigation)A) all leases, threatened against the Owned Real Property. (f) To the best knowledge of MSlicenses, all improvements on the Real Property constructed by subleases or on behalf of MS or any MS Subsidiary were constructed in material compliance with all applicable Laws (including, but not limited other Contracts pursuant to, any building, planning or zoning Laws) affecting such Real Property.

Real Property. (a) Section 3.15(aSchedule 5.11(a) of the Disclosure Schedules lists: (i) the street address of sets forth each parcel of real property owned by any Seller (together with all buildings, fixtures, structures, and improvements situated thereon and all easements, rights-of-way, and other rights and privileges appurtenant thereto, collectively, the "Owned Real Property"), including with respect to each property, the address location, legal description, and use. Sellers have delivered to Buyer copies of the deeds and other instruments (iias recorded) by which the date on which each parcel of Owned Real Property was acquired, (iii) the current owner of each applicable Seller acquired such parcel of Owned Real Property, (iv) information relating and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of any Seller with respect to the recordation of the deed pursuant such parcel. With respect to which each such parcel of Owned Real Property was acquired and (v) the current use of each such parcel of Owned Real Property: (i) the applicable Seller has good and marketable fee simple title, free and clear of all Encumbrances other than Permitted Encumbrances; (ii) such Seller has not leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof; and (iii) there are no unrecorded outstanding options, rights of first offer, or rights of first refusal to purchase such Owned Real Property or any portion thereof or interest therein. (b) Section 3.15(bSchedule 5.11(b) sets forth each parcel of real property leased by any Seller (together with all rights, title, and interest of such Seller in and to leasehold improvements relating thereto, including security deposits, reserves, and prepaid rents paid in connection therewith, collectively, the Disclosure Schedules lists"Leased Real Property"), and a true and complete list of all leases, subleases, licenses, concessions, and other Contracts, including all amendments, extensions, renewals, and guaranties with respect thereto, pursuant to which such Seller holds any Leased Real Property (collectively, the "Leases"). Sellers have delivered to Buyer a true and complete copy of each Lease. With respect to each Lease: (i) such Lease is valid, binding, enforceable, and in full force and effect, and the street address applicable Seller enjoys peaceful and undisturbed possession of each parcel of the Leased Real Property, ; (ii) such Seller is not in breach or default under such Lease, and no event has occurred or circumstance exists that, with the identity delivery of notice, passage of time, or both, would constitute such a breach or default, and such Seller has paid all rent due and payable under such Lease; (iii) such Seller has not received nor given any notice of any default or event that with notice or lapse of time, or both, would constitute a default by such Seller under any of the lessorLeases and, lessee to the Knowledge of Sellers, no other party is in default of such Lease, and current occupant no party to any Lease has exercised any termination rights pursuant to such Lease; (if different from lesseeiv) such Seller has not subleased, assigned, or otherwise granted to any Person the right to use or occupy such Leased Real Property or any portion of each such parcel of Leased Real Property; and (v) such Seller has not pledged, (iii) the term (referencing applicable renewal periods) and fixed mortgaged, or basic rental payment terms of the leases (and otherwise granted an Encumbrance on its leasehold interest in any subleases) pertaining to each such parcel of Leased Real Property and (iv) except as disclosed on Schedule 5.11(b), which Encumbrance will be released as of the current use of each such parcel of Leased Real PropertyClosing Date. (c) Except as described in Section 3.15(cset forth on Schedule 5.11(c), no Seller has received any written notice of (i) violations of the Disclosure Schedules, there is no violation of any Law relating to building codes and/or zoning ordinances or other governmental or regulatory Laws affecting any of the Owned Real Property Property, (ii) existing, pending, or threatened condemnation proceedings affecting any Real Property, or (iii) existing, pending, or threatened zoning, building code, or other moratorium proceedings, or similar matters that would could reasonably be expected to have a Material Adverse Effectmaterially adversely affect the ability to operate any Real Property as currently operated. MS Neither the whole nor any material portion of any Real Property has made available been damaged or destroyed by fire or other casualty in the last three (3) years. All Real Property is sufficient for the continued conduct of the Business after the Closing in substantially the same manner as conducted prior to the Sellers (Closing and constitutes all of the real property necessary to conduct the extent such copies are in MSBusiness as currently conducted. To Sellers' physical possession) true and complete copies of each deed for each parcel of Owned Knowledge, all Real Property andcomplies with all requirements pursuant to applicable Law and/or Contracts affecting the Real Property, to including all Encumbrances on the extent available, for each parcel of Leased Real Property and all zoning and other ordinances. Seller Parties have conducted the title insurance policies, title reports, surveys, certificates Business only at the Real Property. There are no Contracts with owners or users of occupancy, environmental reports and audits, appraisals and Permits real property adjacent to any Real Property relating to the Real Propertyuse, the operations operation, or maintenance of MS or any MS Subsidiary thereon or any other uses thereof. Subject to all applicable leases, either MS or a MS Subsidiary, as the case may be, is in peaceful and undisturbed possession of each parcel of Real Property or the adjacent real property, and neither MS nor there are no site access agreements or other Contracts granting any MS Subsidiary has executed and delivered any contractual restrictions that preclude third Person a license or materially restrict the ability to use the premises for the purposes for which they are currently being used. Except as set forth in Section 3.15(c) of the Disclosure Schedules, neither MS nor any MS Subsidiary has leased or subleased any parcel or any portion of any parcel of Real Property access to any other Person, nor has MS or any MS Subsidiary assigned its interest under any lease or sublease listed in Section 3.15(b) of the Disclosure Schedules to any third party. (d) MS has, or has caused to be, delivered to the Sellers true and complete copies of all leases and subleases listed in Section 3.15(b) of the Disclosure Schedules. With respect to each of such leases and subleases: (i) such lease or sublease represents the entire agreement between the respective landlord and tenant with respect to such property; and (ii) except as otherwise disclosed in Section 3.15(b) of the Disclosure Schedules, with respect to each such lease or sublease: (A) neither MS nor any MS Subsidiary has received any notice of cancellation or termination under such lease or sublease and (B) neither MS nor any MS Subsidiary has received any notice of a breach or default under such lease or sublease, which breach or default has not been cured. (e) There are no condemnation proceedings or eminent domain proceedings of any kind pending or, to the actual knowledge of MS (without investigation), threatened against the Owned Real Property. (f) To the best knowledge of MS, all improvements on the Real Property constructed by or on behalf of MS or any MS Subsidiary were constructed in material compliance with all applicable Laws (including, but not limited to, any building, planning or zoning Laws) affecting such Real Property.

Real Property. (a) Section 3.15(aSchedule 4.13(a) of the Disclosure Schedules lists: (i) the street address contains true and complete legal descriptions of each parcel of all Owned Real Property, (ii) the date on which each parcel of Owned Real Property was acquired, (iii) the current owner of each such parcel of Owned Real Property, (iv) information relating to the recordation of the deed pursuant to which each such parcel of Owned Real Property was acquired and (v) the current use of each such parcel of Owned Real PropertyProperties. (b) Section 3.15(bSchedule 4.13(b) of the Disclosure Schedules lists: (i) lists the street address of each parcel of Leased Real Property, (ii) Property and the identity of the lessor, lessee and current occupant (if different from lessee) of each such parcel of Leased Real Property, (iii) the term (referencing applicable renewal periods) and fixed or basic rental payment terms of the leases (and any subleases) pertaining to each such parcel of Leased Real Property and (iv) the current use of each such parcel of . The Company has a valid leasehold estate in all Leased Real Property, free and clear of all Encumbrances. (c) Except as described in Section 3.15(c) of the Disclosure Schedules, there is no violation of any Law relating to any of the The Owned Real Property that would reasonably be expected to have a Material Adverse Effect. MS has made available to Properties constitute all interests in real property currently used in connection with the Sellers (to the extent such copies are in MS' physical possession) true and complete copies of each deed for each parcel of Owned Real Property and, to the extent available, for each parcel of Leased Real Property and all the title insurance policies, title reports, surveys, certificates of occupancy, environmental reports and audits, appraisals and Permits relating to the Real Property, the operations of MS or any MS Subsidiary thereon or any other uses thereof. Subject to all applicable leases, either MS or a MS Subsidiary, Business as the case may be, it is in peaceful and undisturbed possession of each parcel of Real Property and neither MS nor any MS Subsidiary has executed and delivered any contractual restrictions that preclude or materially restrict the ability to use the premises for the purposes for which they are currently being used. Except as set forth in Section 3.15(c) of the Disclosure Schedules, neither MS nor any MS Subsidiary has leased or subleased any parcel or any portion of any parcel of Real Property to any other Person, nor has MS or any MS Subsidiary assigned its interest under any lease or sublease listed in Section 3.15(b) of the Disclosure Schedules to any third partyconducted. (d) MS hasAll of the Owned Real Properties and the buildings, fixtures and improvements located thereon are in good operating condition and repair (subject to normal wear and tear), and suitable for the use to which they are presently put and are suitable for such use to continue after the Closing Date. The Seller has delivered or has caused to be, delivered otherwise made available to the Sellers Buyer true and and, to the Seller’s knowledge, complete copies of all leases deeds for the Owned Real Properties, title reports, policies of insurance (of any type, whether property, title, general liability or otherwise), exception documents referenced in any title reports and/or policies of title insurance, plats, replats, as-built drawings, construction plans and subleases listed in Section 3.15(b) specifications, any and all property reports, inspections or studies of the Disclosure Schedules. With respect Owned Real Properties, including without limitation, hydrology studies, building inspection reports, environmental reports, foundations studies, and surveys of, the Owned Real Properties, in each case, to each of such leases and subleases: (i) such lease the extent in the Company’s files, together with all amendments, modifications or sublease represents the entire agreement between the respective landlord and tenant with respect to such property; and (ii) except as otherwise disclosed in Section 3.15(b) of the Disclosure Schedulessupplements, with respect to each such lease or sublease: (A) neither MS nor any MS Subsidiary has received any notice of cancellation or termination under such lease or sublease and (B) neither MS nor any MS Subsidiary has received any notice of a breach or default under such lease or subleaseif any, which breach or default has not been curedthereto. (e) There are no condemnation proceedings or eminent domain proceedings The Seller has all material certificates of occupancy and Permits of any kind pending orGovernmental Authority necessary for the current use and operation of each Owned Real Property, and the Seller is in material compliance with conditions of the Permits applicable to the actual knowledge of MS (without investigation), threatened against the each Owned Real Property. (f) To the best knowledge of MS, all improvements on the There does not exist any actual condemnation or eminent domain proceedings that affect any Owned Real Property constructed by or on behalf of MS or any MS Subsidiary were constructed in material compliance with part thereof, and the Company has not received any written notice of the intention of any Governmental Authority to take all applicable Laws or any part thereof. (includingg) The Company has not granted any third party any option, but not limited to, right of first refusal or other contractual right to purchase any building, planning or zoning Laws) affecting such Owned Real Property. (h) There are no parties other than the Company with a right to possess any portion of the Owned Real Properties or the improvements thereon as lessees, tenants, or licensees or claiming any rights therein as lessees, tenants, or licensees. (i) The Company owns all the railroad spur and tracks on its Owned Real Properties. (j) To the Knowledge of the Company, the Subsidiary owns all railroad spurs and other tracks and related rights necessary for the shipping by railroad of grain and products in and out of the ethanol plant located in Fairbank, Iowa, subject to Permitted Encumbrances, and the Subsidiary has good and marketable fee title to all real property owned by it. (A) all payments for the (i) construction of the plant located in Fairbank, Iowa, and (ii) construction of the expansion of the plant located in Iowa Falls, Iowa, that are currently due and payable under all construction and construction-related contracts have been made consistent with past practice; and (B) to the knowledge of the Seller, there are no disputes as to payment or notices of claims received from any contractors, subcontractors, materialmen or mechanics supplying any materials or labor to or for either such construction project. (l) The Company has no reason to believe the findings of the Report of Hawkeye Construction Progress – February 2006 prepared by ▇▇▇▇▇▇ Group Inc. dated March 24, 2006, do not continue to be true and correct, and the construction and design of the construction projects have not been materially altered or revised from the design and construction program outlined in the Independent Engineer’s Report prepared by ▇▇▇▇▇▇ Group Inc. dated January 28, 2005.

Real Property. (a) Section 3.15(aSchedule 6.13(a) lists all real property relating to the operation of the Disclosure Schedules lists: Project owned by such Seller (i) such real property, the street address of "Owned Real Property"). Such Seller has fee title to each parcel of Owned Real Property------------------- Property free and clear of all Liens, except: (i) Permitted Liens; and (ii) the date on which each parcel zoning, planning and other limitations and restrictions of Owned Real Property was acquired, (iii) the current owner of each such parcel of Owned Real Property, (iv) information relating to the recordation of the deed pursuant to which each such parcel of Owned Real Property was acquired and (v) the current use of each such parcel of Owned Real Propertyrecord. (b) Section 3.15(b) Schedule II sets forth a list of all Leases relating to the ----------- operation of the Disclosure Schedules listsProject. Except as set forth on Schedule II, such Seller ----------- is not a lessee, sublessee or grantee under any lease, sublease, easement or right of way grant relating to the Project. The real property subject to the Leases is described on Schedule 6.13 (b) and is hereinafter referred to as the "Leased Real Property." Such Seller has a valid, good and marketable interest -------------------- in, and enjoy quiet and undisturbed possession of, the Leased Real Property, free and clear of all Liens, except: (i) the street address of each parcel of Leased Real Property, Permitted Liens and (ii) zoning, planning and other limitations and restrictions of record. To such Seller's Knowledge, no lessor or grantor is in default in any material respect under any Lease. Subject to the identity receipt of the lessorconsents set forth on Schedule 6.3(b), lessee and current occupant (if different from no --------------- consent or approval of any other Person is required in order to permit the Purchaser to continue as lessee) of each such parcel of Leased Real Property, (iii) the term (referencing applicable renewal periods) and fixed sublessee or basic rental payment terms holder of the leases (and any subleases) pertaining to each such parcel easement or right of Leased Real Property and (iv) way thereunder after the current use consummation of each such parcel the transactions contemplated hereunder on the same terms as in effect on the date of Leased Real Propertythis Agreement. (c) Schedule 6.13(c) sets forth a list of all material agreements ---------------- under which such Seller possesses an Other Real Property Interest and all amendments thereto relating to the Project. Such Seller has a valid, good and marketable interest in the Other Real Property Interests, free and clear of all Liens, except: (i) Permitted Liens and (ii) zoning, planning and other limitations and restrictions of record. (d) Except as described in Section 3.15(cdisclosed on Schedule 6.13(d) of or the Disclosure SchedulesTitle Policy or ---------------- Survey, there is are no violation of leases, subleases, licenses, occupancy agreements, options, rights, concessions or other agreements or arrangements, written or oral, pursuant to which such Seller has granted to any Law relating Person the right to purchase the Owned Real Property, or the right to use or occupy any of the Owned Real Property that would reasonably be expected to have a Material Adverse Effect. MS has made available to the Sellers (to the extent such copies are in MS' physical possession) true and complete copies of each deed for each parcel of Owned Real Property andProperty, to the extent available, for each parcel of Leased Real Property and all the title insurance policies, title reports, surveys, certificates of occupancy, environmental reports and audits, appraisals and Permits relating to the Real Property, the operations of MS or any MS Subsidiary thereon or any other uses thereof. Subject to all applicable leases, either MS or a MS Subsidiary, as the case may be, is in peaceful and undisturbed possession of each parcel of Other Real Property Interest that would materially and neither MS nor any MS Subsidiary has executed and delivered any contractual restrictions that preclude or materially restrict adversely affect the ability to use the premises for the purposes for which they are currently being used. Except as set forth in Section 3.15(c) operation of the Disclosure Schedules, neither MS nor any MS Subsidiary has leased or subleased any parcel or any portion of any parcel of Real Property to any other Person, nor has MS or any MS Subsidiary assigned its interest under any lease or sublease listed in Section 3.15(b) of the Disclosure Schedules to any third partyAssets. (de) MS hasExcept as disclosed on Schedule 6.13(e), or such Seller has caused to be, delivered to the Sellers true not ---------------- received written notice and complete copies of all leases and subleases listed in Section 3.15(b) of the Disclosure Schedules. With respect to each of such leases and subleasesdoes not have any Knowledge that: (i) such lease there are any pending or sublease represents threatened proceedings for rezoning or otherwise, which would affect the entire agreement between the respective landlord and tenant with respect to such property; andReal Property or any portion thereof or any improvements thereon; (ii) except as otherwise disclosed in Section 3.15(b) of the Disclosure Schedulesthere is any plan, with respect study or effort by any governmental agency to each such lease widen, modify or sublease: (A) neither MS nor realign any MS Subsidiary has received any notice of cancellation street or termination under such lease or sublease and (B) neither MS nor any MS Subsidiary has received any notice of a breach or default under such lease or sublease, which breach or default has not been cured. (e) There are no condemnation proceedings or eminent domain proceedings of any kind pending or, road providing access to the actual knowledge of MS (without investigation), threatened against the Owned Real Property. (f) To the best knowledge of MS, all improvements on the Real Property constructed by or on behalf of MS or any MS Subsidiary were constructed portion thereof, or that in material compliance with all applicable Laws any other way could reasonably be expected to materially affect the Seller's current intended use thereof; or (includingiii) there are any mining, but not limited to, mineral or water extraction or development projects in progress or planned to commence on or under the Real Property or any building, planning or zoning Laws) affecting such Real Propertyportion thereof.

Real Property. Schedule 4.14(a) sets forth, as of the date of this Agreement, a complete list of all material real property and interests in real property, foreign and domestic, owned in fee by Satlynx or any of its Subsidiaries (individually, a “Satlynx Owned Property”) or that is used exclusively in the AMC-23 Business (individually, an “AMC-23 Owned Property”). Schedule 4.14(b) sets forth, as of the date of this Agreement, a complete list of all material real property and interests in real property leased by Satlynx or any of its Subsidiaries (individually, a “Satlynx Leased Property”) or that is leased exclusively in connection with the AMC-23 Business (individually, an “AMC-23 Leased Property”). (i) Either Satlynx or one of its Subsidiaries has good and marketable fee title to all Satlynx Owned Property and valid leasehold estates in all Satlynx Leased Property (a Satlynx Owned Property or Satlynx Leased Property being sometimes referred to herein, individually, as a “Satlynx Property”), and (ii) either SES or one of the SES Entities has good and marketable fee title to all AMC-23 Owned Property and valid leasehold estates in all AMC-23 Leased Property (an AMC-23 Owned Property or AMC-23 Leased Property being sometimes referred to herein, individually, as an “AMC-23 Property”), in each case free and clear of all Encumbrances, except (a) Section 3.15(aPermitted Encumbrances, (b) leases, subleases and similar agreements set forth in Schedule 4.14(b), (c) easements, covenants, rights-of-way and other similar restrictions of record that do not materially interfere with the current use of the Disclosure Schedules lists: relevant Satlynx Property or AMC-23 Property, (d) (i) the street address of each parcel of Owned Real Propertyzoning, building and other similar restrictions, (ii) Encumbrances that have been placed by any developer, landlord or other third party on property over which either SES or one of the date SES Entities has easement rights or on which each parcel of Owned Real any Satlynx Leased Property was acquired, or AMC-23 Leased Property and subordination or similar agreements relating thereto and (iii) the current owner of each such parcel of Owned Real Propertyunrecorded easements, (iv) information relating to the recordation of the deed pursuant to which each such parcel of Owned Real Property was acquired covenants, rights-of-way and (v) other similar restrictions that do not materially interfere with the current use of each such parcel of Owned Real the relevant Satlynx Property or AMC-23 Property. (b) Section 3.15(b) of the Disclosure Schedules lists: (i) the street address of each parcel of Leased Real Property, (ii) the identity of the lessor, lessee and current occupant (if different from lessee) of each such parcel of Leased Real Property, (iii) the term (referencing applicable renewal periods) and fixed or basic rental payment terms of the leases (and any subleases) pertaining to each such parcel of Leased Real Property and (iv) the current use of each such parcel of Leased Real Property. (c) Except as described in Section 3.15(c) of the Disclosure Schedules, there is no violation of any Law relating to any of the Owned Real Property that would reasonably be expected to have a Material Adverse Effect. MS has made available to the Sellers (to the extent such copies are in MS' physical possession) true and complete copies of each deed for each parcel of Owned Real Property and, to the extent available, for each parcel of Leased Real Property and all the title insurance policies, title reports, surveys, certificates of occupancy, environmental reports and audits, appraisals and Permits relating to the Real Property, the operations of MS or any MS Subsidiary thereon or any other uses thereof. Subject to all applicable leases, either MS or a MS Subsidiary, as the case may be, is in peaceful and undisturbed possession of each parcel of Real Property and neither MS nor any MS Subsidiary has executed and delivered any contractual restrictions that preclude or materially restrict the ability to use the premises for the purposes for which they are currently being used. Except as set forth in Section 3.15(c) of the Disclosure Schedules, neither MS nor any MS Subsidiary has leased or subleased any parcel or any portion of any parcel of Real Property to any other Person, nor has MS or any MS Subsidiary assigned its interest under any lease or sublease listed in Section 3.15(b) of the Disclosure Schedules to any third party. (d) MS has, or has caused to be, delivered to the Sellers true and complete copies of all leases and subleases listed in Section 3.15(b) of the Disclosure Schedules. With respect to each of such leases and subleases: (i) such lease or sublease represents the entire agreement between the respective landlord and tenant with respect to such property; and (ii) except as otherwise disclosed in Section 3.15(b) of the Disclosure Schedules, with respect to each such lease or sublease: (A) neither MS nor any MS Subsidiary has received any notice of cancellation or termination under such lease or sublease and (B) neither MS nor any MS Subsidiary has received any notice of a breach or default under such lease or sublease, which breach or default has not been cured. (e) There are no condemnation proceedings or eminent domain proceedings of any kind pending or, to the actual knowledge of MS (without investigation), threatened against the Owned Real Property. (f) To the best knowledge of MS, all improvements on the Real Property constructed by or on behalf of MS or any MS Subsidiary were constructed in material compliance with all applicable Laws (including, but not limited to, any building, planning or zoning Laws) affecting such Real Property.

Real Property. (a) Section 3.15(a3.18(a) of the Partners Disclosure Schedules lists: (i) the street address Schedule sets forth, as of each parcel of Owned Real Property, (ii) the date on which each parcel hereof, a true, correct and complete list of all the real property owned by Partners and its Subsidiaries (collectively, “Partners Owned Real Properties”). Partners has good and marketable title to all Partners Owned Property was acquired(except properties sold or otherwise disposed of in accordance with Sections 5.1 and 5.2, free and clear of all Liens (iii) except statutory Liens securing payments not yet due, Liens for real property Taxes not yet due and payable), easements, rights of way, and other similar encumbrances that do not materially affect the current owner of each such parcel of Owned Real Property, (iv) information relating to the recordation value or use of the deed pursuant to which each properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such parcel properties and such imperfections or irregularities of Owned Real Property was acquired and (v) title or Liens as do not materially affect the current value or use of each the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such parcel of Owned Real Propertyproperties (collectively, “Permitted Encumbrances”). (b) Section 3.15(b3.18(b) of Partners Disclosure Schedule sets forth as of the Disclosure Schedules lists: date hereof, a true, correct and complete list of all the real estate leases, subleases, licenses and occupancy agreements (itogether with any amendments, modifications, supplements, replacements, restatements and guarantees thereof or thereto, including any oral amendments) to which Partners or any of its Subsidiaries is a party with respect to all real property leased, subleased, licensed or otherwise used or occupied by Partners or any of its Subsidiaries on the street address date hereof (collectively, the “Partners Leased Real Property”), whether in Partners’ or any of each parcel of its Subsidiaries’ capacity as lessee, sublessee, licensee, lessor, sublessor or licensor, as the case may be (the “Partners Real Estate Leases”). Partners or its Subsidiaries has valid leasehold interests in the Partners Leased Real Property, free and clear of all Liens, except Permitted Encumbrances. Each Partners Real Estate Lease is (i) valid, binding and in full force and effect without material default thereunder by the lessee or, to the knowledge of Partners, the lessor, and (ii) enforceable against Partners or the identity applicable Subsidiary and, to the knowledge of Partners, the lessorcounterparty thereto (except as may be limited by the Enforceability Exceptions). Partners and each of its Subsidiaries has in all material respects performed all obligations required to be performed by it under each Partners Real Estate Lease, lessee and current occupant (if different from lessee) to the knowledge of Partners, each counterparty to each Partners Real Estate Lease has in all material respects performed all obligations required to be performed by it under such Partners Real Estate Lease, and no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material default on the part of Partners or any of its Subsidiaries under any Partners Real Estate Lease. Partners has made available to LINK a true, correct and complete copy of each such parcel of Leased written Partners Real Property, (iii) the term (referencing applicable renewal periods) Estate Lease and fixed or basic rental payment terms of the leases (and each written amendment to any subleases) pertaining to each such parcel of Leased Partners Real Property and (iv) the current use of each such parcel of Leased Real PropertyEstate Lease. (c) Except as described in Section 3.15(c) of the Disclosure Schedules, there is no violation of any Law relating to Neither Partners nor any of the Owned Real Property that would reasonably be expected to have its Subsidiaries has leased, subleased, licensed or otherwise granted any person a Material Adverse Effect. MS has made available to the Sellers (to the extent such copies are in MS' physical possession) true and complete copies of each deed for each parcel of Owned Real Property and, to the extent available, for each parcel of Leased Real Property and all the title insurance policies, title reports, surveys, certificates of occupancy, environmental reports and audits, appraisals and Permits relating to the Real Property, the operations of MS or any MS Subsidiary thereon or any other uses thereof. Subject to all applicable leases, either MS or a MS Subsidiary, as the case may be, is in peaceful and undisturbed possession of each parcel of Real Property and neither MS nor any MS Subsidiary has executed and delivered any contractual restrictions that preclude or materially restrict the ability right to use the premises for the purposes for which they are currently being used. Except as set forth in Section 3.15(c) of the Disclosure Schedules, neither MS nor any MS Subsidiary has leased or subleased any parcel occupy all or any portion of any parcel of Partners Owned Property or Partners Leased Real Property to any other Person, nor has MS or any MS Subsidiary assigned its interest under any lease or sublease listed in Section 3.15(b) of the Disclosure Schedules to any third party. (d) MS has, or has caused to be, delivered to the Sellers true and complete copies of all leases and subleases listed in Section 3.15(b) of the Disclosure SchedulesProperty. With respect to each of such leases and subleases: (i) such lease or sublease represents the entire agreement between the respective landlord and tenant with respect to such property; and (ii) except as otherwise disclosed in Section 3.15(b) of the Disclosure Schedules, with respect to each such lease or sublease: (A) neither MS nor any MS Subsidiary has received any notice of cancellation or termination under such lease or sublease and (B) neither MS nor any MS Subsidiary has received any notice of a breach or default under such lease or sublease, which breach or default has not been cured. (e) There are no condemnation proceedings or eminent domain proceedings of any kind pending or, to the actual knowledge of MS (without investigation)Partners, threatened condemnation proceedings against the Partners Owned Property or Partners Leased Real Property. (f) To the best knowledge of MS, all improvements on the Real Property constructed by or on behalf of MS or any MS Subsidiary were constructed in material compliance with all applicable Laws (including, but not limited to, any building, planning or zoning Laws) affecting such Real Property.

Real Property. (a) Section 3.15(a4.11(a) of the Seller Disclosure Schedules lists: (i) the street address Schedule sets forth a true, complete and correct listing of each parcel of Owned Real PropertyProperty (including street address, legal description (ii) if known), owner and the date on which Company’s use thereof). With respect to each parcel of Owned Real Property was acquiredProperty: (i) except as set forth on Section 4.11(a)(i) of the Seller Disclosure Schedule, (iii) the current owner of each Company has good, valid, insurable, marketable and fee simple title to such parcel of Owned Real Property, free and clear of all Encumbrances (ivexcept for Permitted Encumbrances) information relating to and Buyer will receive such title and/or interest in the recordation of the deed pursuant to which each such parcel of Owned Real Property was acquired at the Closing free and clear of all Encumbrances (vother than Permitted Encumbrances); and (ii) neither Seller nor the current Company has leased or otherwise granted to any Person the right to use of each or occupy such parcel of Owned Real PropertyProperty or any portion thereof. (b) Section 3.15(b4.11(b) of the Seller Disclosure Schedules lists: Schedule sets forth a true, complete and correct listing of all Leased Real Property (including street address, legal description (if known), lessor, rent and the Company’s use thereof), and a true, complete and correct list of all lease Contracts for such Leased Real Property. Seller has made available to Buyer true and complete copies of each such lease Contract, as amended through the date hereof. With respect to each such lease Contract: (i) the street address of each parcel of Company has a valid leasehold interest to the leasehold estate in the Leased Real Property, Property granted to the Company pursuant to each such lease Contract; (ii) each such lease Contract is, and will continue to be, legal, valid, binding, enforceable and in full force and effect against the identity parties thereto in accordance with its terms following the consummation of the lessor, lessee and current occupant (if different from lessee) of each such parcel of Leased Real Property, transactions contemplated hereby; (iii) no event has occurred or circumstance exists which, with the term delivery of notice, the passage of time or both, would constitute a material breach or default under such lease Contract; and (referencing applicable renewal periodsiv) and fixed neither Seller nor the Company has assigned, transferred, conveyed, mortgaged, deeded in trust or basic rental payment terms of the leases (and encumbered any subleases) pertaining to each such parcel of interest in any Leased Real Property and (iv) the current use of each held pursuant to such parcel of Leased Real Propertylease Contract. (c) Except as described in set forth on Section 3.15(c4.11(c) of the Seller Disclosure SchedulesSchedule, there is no violation of any Law relating to any of the Owned Real Property that would reasonably be expected to have a Material Adverse Effect. MS has made available to the Sellers (to the extent such copies are in MS' physical possession) true and complete copies of each deed for each parcel of Owned Real Property and, to the extent available, for each parcel of Leased Company Real Property and all present uses and operations of the title insurance policiesCompany Real Property comply in all material respects with easements and disposition agreements affecting the Company Real Property and there are no pending or, title reportsto the Knowledge of Seller, surveysthreatened condemnation, certificates of occupancyfire, environmental reports and auditshealth, appraisals and Permits safety, building, zoning or other land use regulatory proceedings, lawsuits or administrative actions relating to any portion of the Company Real Property or the current use, occupancy or value thereof, nor has the Company or Seller received written notice of any pending or threatened special assessment proceedings affecting any portion of the Company Real Property, in each case except to the operations of MS extent that such actions or any MS Subsidiary thereon or any other uses thereof. Subject to all applicable leases, either MS or notice would result in a MS Subsidiary, as Material Adverse Effect on the case may be, is in peaceful and undisturbed possession of each parcel of Real Property and neither MS nor any MS Subsidiary has executed and delivered any contractual restrictions that preclude or materially restrict the ability to use the premises for the purposes for which they are currently being used. Except as set forth in Section 3.15(c) of the Disclosure Schedules, neither MS nor any MS Subsidiary has leased or subleased any parcel or any portion of any parcel of Real Property to any other Person, nor has MS or any MS Subsidiary assigned its interest under any lease or sublease listed in Section 3.15(b) of the Disclosure Schedules to any third partyCompany. (d) MS hasTo the Knowledge of Seller, no fact or has caused to be, delivered to condition exists which could result in the Sellers true and complete copies of all leases and subleases listed in Section 3.15(b) termination or material reduction of the Disclosure Schedules. With respect current access from the Company Real Property to each of existing roads or to water, sewer or other utility services presently serving such leases and subleases: (i) such lease or sublease represents the entire agreement between the respective landlord and tenant with respect to such property; and (ii) except as otherwise disclosed in Section 3.15(b) of the Disclosure Schedules, with respect to each such lease or sublease: (A) neither MS nor any MS Subsidiary has received any notice of cancellation or termination under such lease or sublease and (B) neither MS nor any MS Subsidiary has received any notice of a breach or default under such lease or sublease, which breach or default has not been cured. (e) There are no condemnation proceedings or eminent domain proceedings of any kind pending or, to the actual knowledge of MS (without investigation), threatened against the Owned Company Real Property. (f) To the best knowledge of MS, all improvements on the Real Property constructed by or on behalf of MS or any MS Subsidiary were constructed in material compliance with all applicable Laws (including, but not limited to, any building, planning or zoning Laws) affecting such Real Property.

Real Property. (a) Section 3.15(a) of the Disclosure Schedules lists: To Sellers’ Knowledge: (i) Schedule 3.11 lists all real property owned (beneficially or of record) by the street address of Company (the “Scheduled Owned Real Property”). The Companies have good and marketable title to the Scheduled Owned Real Property. The Scheduled Owned Real Property is not encumbered by Liens other than Permitted Liens. (ii) Schedule 3.11 lists all surface leases (and the lands covered thereby) pursuant to which each parcel of Company leases minerals or real property for use in connection with the Companies (all such listed leases collectively, the “Scheduled Leases”, together with the Scheduled Owned Real Property, (ii) the date “Real Property”). A true and complete copy of each of the Scheduled Leases, as amended to date, has been furnished to Buyer. The Person identified on which each parcel Schedule 3.11 as the lessee or sublessee under any particular Scheduled Lease owns the leasehold interest created pursuant to such lease free and clear of Owned Real Property was acquired, all Liens except Permitted Liens. (iii) (A) other than the current owner Companies, there are no parties in possession of each such parcel any portion of Owned any Real Property as lessees, subtenants, tenants at sufferance or trespassers, (B) the Companies have full right and authority to use and operate all of the improvements located on the Real Property, subject to applicable Laws and Permitted Liens and (C) there is no pending or threatened condemnation, eminent domain or similar proceeding or special assessment affecting any of the Real Property; and (iv) information relating All utilities (including water, sewer or septic, gas, electricity, trash removal and telephone service) are available to the recordation Real Property in sufficient quantities and quality to adequately serve the Real Property in connection with the operation of the deed pursuant to which each Companies conducted therefrom as such parcel of Owned Real Property was acquired and (v) the current use of each such parcel of Owned Real Propertyoperations are currently conducted thereon. (b) Section 3.15(b) of the Disclosure Schedules lists: (i) the street address of each parcel of Leased Real Property, (ii) the identity of the lessor, lessee and current occupant (if different from lessee) of each such parcel of Leased Real Property, (iii) the term (referencing applicable renewal periods) and fixed or basic rental payment terms of the leases (and any subleases) pertaining to each such parcel of Leased Real Property and (iv) the current use of each such parcel of Leased Real Property. (c) Except as described in Section 3.15(c) of the Disclosure Schedules, there is no violation of any Law relating to any of the Owned Real Property that would reasonably be expected to The Sellers have a Material Adverse Effect. MS has made available to the Sellers (to the extent such copies are in MS' physical possession) true and complete copies of each deed for each parcel of Owned Real Property and, to the extent available, for each parcel of Leased Real Property and all the title insurance policies, title reports, surveys, certificates of occupancy, environmental reports and audits, appraisals and Permits relating to the Real Property, the operations of MS or any MS Subsidiary thereon or any other uses thereof. Subject to all applicable leases, either MS or a MS Subsidiary, as the case may be, is in peaceful and undisturbed possession of each parcel of Real Property and neither MS nor any MS Subsidiary has executed and delivered any contractual restrictions that preclude or materially restrict the ability to use the premises for the purposes for which they are currently being used. Except as set forth in Section 3.15(c) of the Disclosure Schedules, neither MS nor any MS Subsidiary has leased or subleased any parcel or any portion of any parcel of Real Property to any other Person, nor has MS or any MS Subsidiary assigned its interest under any lease or sublease listed in Section 3.15(b) of the Disclosure Schedules to any third party. (d) MS has, or has caused to be, delivered to the Sellers furnished Buyer with true and complete copies of all leases deeds, leases, title opinions, title insurance policies and subleases listed surveys that, to Sellers’ Knowledge, are in Section 3.15(b) Sellers’ possession that relate to the Real Property, together with copies of all reports of any engineers, environmental consultants or other consultants in Sellers’ possession relating to any of the Disclosure Schedules. With respect to each of such leases and subleases: (i) such lease or sublease represents the entire agreement between the respective landlord and tenant with respect to such property; and (ii) except as otherwise disclosed in Section 3.15(b) of the Disclosure Schedules, with respect to each such lease or sublease: (A) neither MS nor any MS Subsidiary has received any notice of cancellation or termination under such lease or sublease and (B) neither MS nor any MS Subsidiary has received any notice of a breach or default under such lease or sublease, which breach or default has not been cured. (e) There are no condemnation proceedings or eminent domain proceedings of any kind pending or, to the actual knowledge of MS (without investigation), threatened against the Owned Real Property. (f) To the best knowledge of MS, all improvements on the Real Property constructed by or on behalf of MS or any MS Subsidiary were constructed in material compliance with all applicable Laws (including, but not limited to, any building, planning or zoning Laws) affecting such Real Property.

Real Property. (ai) TFSB is the sole and exclusive holder of the land use rights approval certificate No. 1998 (032), issued by the Changping Municipal Land and Natural Resources Administration Bureau in 2001 with respect to the Site (the "Site Land Use Rights Certificate") and listed on Section 3.15(a3(l)(i) of the Disclosure Schedules lists: (i) the street address of each parcel of Owned Real Property, Schedule. (ii) the date Except as noted on which each parcel of Owned Real Property was acquired, (iii) the current owner of each such parcel of Owned Real Property, (iv) information relating to the recordation of the deed pursuant to which each such parcel of Owned Real Property was acquired and (v) the current use of each such parcel of Owned Real Property. (b) Section 3.15(b3(l)(ii) of the Disclosure Schedules lists: (i) the street address of each parcel of Leased Real Property, (ii) the identity of the lessor, lessee and current occupant (if different from lessee) of each such parcel of Leased Real Property, (iii) the term (referencing applicable renewal periods) and fixed or basic rental payment terms of the leases (and any subleases) pertaining to each such parcel of Leased Real Property and (iv) the current use of each such parcel of Leased Real Property. (c) Except as described in Section 3.15(c) of the Disclosure Schedules, there is no violation of any Law relating to any of the Owned Real Property that would reasonably be expected to have a Material Adverse Effect. MS has made available to the Sellers (to the extent such copies are in MS' physical possession) true and complete copies of each deed for each parcel of Owned Real Property and, to the extent available, for each parcel of Leased Real Property and all the title insurance policies, title reports, surveys, certificates of occupancy, environmental reports and audits, appraisals and Permits relating to the Real Property, the operations of MS or any MS Subsidiary thereon or any other uses thereof. Subject to all applicable leases, either MS or a MS Subsidiary, as the case may be, is in peaceful and undisturbed possession of each parcel of Real Property and neither MS nor any MS Subsidiary has executed and delivered any contractual restrictions that preclude or materially restrict the ability to use the premises for the purposes for which they are currently being used. Except as set forth in Section 3.15(c) of the Disclosure Schedules, neither MS nor any MS Subsidiary has leased or subleased any parcel or any portion of any parcel of Real Property to any other Person, nor has MS or any MS Subsidiary assigned its interest under any lease or sublease listed in Section 3.15(b) of the Disclosure Schedules to any third party. (d) MS has, or has caused to be, delivered to the Sellers true and complete copies of all leases and subleases listed in Section 3.15(b) of the Disclosure Schedules. With respect to each of such leases and subleases: (i) such lease or sublease represents the entire agreement between the respective landlord and tenant with respect to such property; and (ii) except as otherwise disclosed in Section 3.15(b) of the Disclosure SchedulesSchedule, with respect to each such parcel of real property under lease or sublease: by TFSB: (A) neither MS nor any MS Subsidiary has received any notice of cancellation or termination under such the lease or sublease is in full force and effect and TFSB has a valid leasehold interest in the property subject to such lease; (B) neither MS nor any MS Subsidiary has received any notice of a TFSB is not in breach or default under such lease or sublease, which and no event has occurred that, with notice or lapse of time, would constitute a breach or default by TFSB or permit termination, modification, or acceleration thereunder; (C) TFS has no Knowledge of any breach or default by any other party to any such lease or sublease; (D) no party to the lease or sublease has notified TFSB, TFSI and TFS that it has repudiated any provision thereof; (E) TFSB has not been cured.assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the leasehold or subleasehold; (eF) There are no condemnation proceedings all facilities leased or eminent domain proceedings subleased thereunder have received all approvals of any kind pending orgovernmental authorities (including licenses and permits) required in connection with the operation thereof by TFSB and have been operated and maintained by TFSB in accordance with applicable laws, to the actual knowledge of MS (without investigation), threatened against the Owned Real Property.rules and regulations; (fG) To all facilities leased or subleased thereunder are supplied with utilities and other services necessary for the best knowledge operation of MSsaid facilities; and (H) the lease or sublease will continue to be legal, all improvements valid, binding, enforceable and in full force and effect on identical terms following the Real Property constructed by or on behalf consummation of MS or any MS Subsidiary were constructed the transaction contemplated in material compliance with all applicable Laws (including, but not limited to, any building, planning or zoning Laws) affecting such Real Propertythis Agreement.

Real Property. (ai) Section 3.15(a4(l)(i) of the Disclosure Schedules lists: (i) Schedule sets forth the street address and description of each parcel of Owned Real Property, (ii) the date on which . With respect to each parcel of Owned Real Property was acquired, (iii) the current owner of each such parcel of Owned Real Property, (iv) information relating to the recordation of the deed pursuant to which each such parcel of Owned Real Property was acquired and (v) the current use of each such parcel of Owned Real Property.: (bA) Section 3.15(bTarget has good and marketable indefeasible fee simple title, free and clear of all Liens, except Permitted Encumbrances; (B) except as set forth in §4(l)(i)(B) of the Disclosure Schedules lists: Schedule, Target has not leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof; and (iC) other than the street right of Buyer pursuant to this Agreement, there are no outstanding options, rights of first offer or rights of first refusal to purchase such Owned Real Property or any portion thereof or interest therein. (ii) 4(l)(ii) of the Disclosure Schedule sets forth the address of each parcel of Leased Real Property, and a true and complete list of all Leases for each such Leased Real Property (ii) including the identity date and name of the lessor, lessee parties to such Lease document). Target has delivered to Buyer a true and current occupant (if different from lessee) complete copy of each such Lease document, and in the case of any oral Lease, a written summary of the material terms of such Lease. Except as set forth in §4(l)(ii) of the Disclosure Schedule, with respect to each of the Leases: (A) such Lease is legal, valid, binding, enforceable and in full force and effect; (B) the transactions contemplated by this Agreement do not require the consent of any other party to such Lease (except for those Leases for which Lease Consents (as hereinafter defined) are obtained), will not result in a breach of or default under such Lease, and will not otherwise cause such Lease to cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing; (C) Target’s possession and quiet enjoyment of the Leased Real Property under such Lease has not been disturbed and there are no disputes with respect to such Lease; (D) neither Target nor any other party to the Lease is in breach of or default under such Lease, and no event has occurred or circumstance exists that, with the delivery of notice, the passage of time or both, would constitute such a breach or default, or permit the termination, modification or acceleration of rent under such Lease; (E) no security deposit or portion thereof deposited with respect to such Lease has been applied in respect of a breach of or default under such Lease that has not been redeposited in full; (F) Target does not owe, or will owe in the future, any brokerage commissions or finder’s fees with respect to such Lease; (G) the other party to such Lease is not an Affiliate of, and otherwise does not have any economic interest in, Target; (H) Target has not subleased, licensed or otherwise granted any Person the right to use or occupy the Leased Real Property or any portion thereof; (I) Target has not collaterally assigned or granted any other Lien in such Lease or any interest therein; and (J) there are no Liens on the estate or interest created by such Lease. (iii) The Owned Real Property identified in §4(l)(i) of the Disclosure Schedule and the Leased Real Property identified in §4(l)(ii) of the Disclosure Schedule (collectively, the “Real Property”), comprise all of the real property used or intended to be used in, or otherwise related to, Target’s business; and Target is not a party to any agreement or option to purchase any real property or interest therein. (iv) All buildings, structures, fixtures, building systems and equipment, and all components thereof, including the roof, foundation, load-bearing walls and other structural elements thereof, heating, ventilation, air conditioning, mechanical, electrical, plumbing and other building systems, environmental control, remediation and abatement systems, sewer, storm and waste water systems, irrigation and other water distribution systems, parking facilities, fire protection, security and surveillance systems, and telecommunications, computer, wiring and cable installations, included in the Real Property (the “Improvements”) are in good condition and repair and sufficient for the operation of Target’s business. There are no structural deficiencies or latent defects affecting any of the Improvements and there are no facts or conditions affecting any of the Improvements that would, individually or in the aggregate, interfere in any respect with the use or occupancy of the Improvements or any portion thereof in the operation of Target’s business as currently conducted thereon. (v) There is no condemnation, expropriation or other proceeding in eminent domain, pending or threatened, affecting any parcel of Leased Real Property or any portion thereof or interest therein. There is no injunction, decree, order, writ or judgment outstanding, or any claim, litigation, administrative action or similar proceeding, pending or threatened, relating to the ownership, lease, use or occupancy of the Real Property or any portion thereof, or the operation of Target’s business as currently conducted thereon. (vi) The Real Property is in compliance with all applicable building, zoning, subdivision, health and safety and other land use laws, including The Americans with Disabilities Act of 1990, as amended, and all insurance requirements affecting the Real Property (collectively, the “Real Property Laws”), and the current use and occupancy of the Real Property and operation of Target’s business thereon do not violate any Real Property Laws. Target has not received any notice of violation of any Real Property Law and there is no Basis for the issuance of any such notice or the taking of any action for such violation. There is no pending or anticipated change in any Real Property Law that will materially impair the ownership, lease, use or occupancy of any Real Property or any portion thereof in the continued operation of Target’s business as currently conducted thereon. (vii) Each parcel of Real Property has direct vehicular and pedestrian access to a public street adjoining the Real Property, (iii) the term (referencing applicable renewal periods) or has vehicular and fixed or basic rental payment terms of the leases (pedestrian access to a public street via an insurable, permanent, irrevocable and any subleases) pertaining to each appurtenant easement benefitting such parcel of Leased Real Property Property, and (iv) such access is not dependent on any land or other real property interest that is not included in the current Real Property. None of the Improvements or any portion thereof is dependent for its access, use of each such parcel of Leased or operation on any land, building, improvement or other real property interest that is not included in the Real Property. (cviii) Except All water, oil, gas, electrical, steam, compressed air, telecommunications, sewer, storm and waste water systems and other utility services or systems for the Real Property have been installed and are operational and sufficient for the operation of Target’s business as described currently conducted thereon. Each such utility service enters the Real Property from an adjoining public street or valid private easement in Section 3.15(cfavor of the supplier of such utility service or appurtenant to such Real Property, and is not dependent for its access, use or operation on any land, building, improvement or other real property interest that is not included in the Real Property. (ix) All certificates of occupancy, permits, licenses, franchises, consents, approvals and authorizations (collectively, the “Real Property Permits”) of all governmental authorities, boards of fire underwriters, associations, any quasi-governmental agency, or any other entity having jurisdiction over the Real Property that are required or appropriate to use or occupy the Real Property or operate Target’s business as currently conducted thereon, have been issued and are in full force and effect. §4(l)(ix) of the Disclosure SchedulesSchedule lists all material Real Property Permits held by Target with respect to each parcel of Real Property. Target has delivered to Buyer a true and complete copy of all Real Property Permits. Target has not received any notice from any governmental authority or other entity having jurisdiction over the Real Property threatening a suspension, revocation, modification or cancellation of any Real Property Permit and there is no violation Basis for the issuance of any Law relating such notice or the taking of any such action. The Real Property Permits are transferable to any Buyer without the consent or approval of the Owned issuing governmental authority or entity; no disclosure, filing or other action by Target is required in connection with such transfer; and Buyer shall not be required to assume any additional liabilities or obligations under the Real Property that would reasonably be expected to have Permits as a Material Adverse Effect. MS has made available to the Sellers result of such transfer. (to the extent such copies are in MS' physical possessionx) true and complete copies of each deed for each parcel of Owned Real Property and, to the extent available, for each parcel of Leased Real Property and all the title insurance policies, title reports, surveys, certificates of occupancy, environmental reports and audits, appraisals and Permits relating to the Real Property, the operations of MS or any MS Subsidiary thereon or any other uses thereof. Subject to all applicable leases, either MS or a MS Subsidiary, as the case may be, is in peaceful and undisturbed possession The classification of each parcel of Real Property under applicable zoning laws, ordinances and neither MS nor any MS Subsidiary has executed regulations permits the use and delivered any contractual restrictions that preclude occupancy of such parcel and the operation of Target’s business as currently conducted thereon, and permits the Improvements located thereon as currently constructed, used and occupied. There are sufficient parking spaces, loading docks and other facilities at such parcel to comply with such zoning laws, ordinances and regulations. Target’s use or materially restrict the ability to use the premises for the purposes for which they are currently being used. Except as set forth in Section 3.15(c) occupancy of the Disclosure Schedules, neither MS nor any MS Subsidiary has leased or subleased any parcel Real Property or any portion thereof or the operation of Target’s business as currently conducted thereon is not dependent on a “permitted non-conforming use” or “permitted non-conforming structure” or similar variance, exemption or approval from any parcel of Real Property to any other Person, nor has MS or any MS Subsidiary assigned its interest under any lease or sublease listed in Section 3.15(b) of the Disclosure Schedules to any third partygovernmental authority. (dxi) MS has, or has caused to be, delivered to the Sellers true The current use and complete copies of all leases and subleases listed in Section 3.15(b) occupancy of the Disclosure SchedulesReal Property and the operation of Target’s business as currently conducted thereon does not violate any easement, covenant, condition, restriction or similar provision in any instrument of record or other unrecorded agreement affecting such Real Property (the “Encumbrance Documents”). With respect to each Neither of such leases and subleases: (i) such lease Sellers or sublease represents the entire agreement between the respective landlord and tenant with respect to such property; and (ii) except as otherwise disclosed in Section 3.15(b) of the Disclosure Schedules, with respect to each such lease or sublease: (A) neither MS nor any MS Subsidiary Target has received any notice of cancellation violation of any Encumbrance Documents, and there is no Basis for the issuance of any such notice or termination under the taking of any action for such lease or sublease and (B) neither MS nor any MS Subsidiary has received any notice of a breach or default under such lease or sublease, which breach or default has not been curedviolation. (exii) None of the Improvements encroaches on any land that is not included in the Real Property or on any easement affecting such Real Property, or violates any building lines or set-back lines, and there are no encroachments onto the Real Property, or any portion thereof, that would interfere with the use or occupancy of such Real Property or the continued operation of Target’s business as currently conducted thereon. (xiii) Each parcel of Real Property is a separate lot for real estate tax and assessment purposes, and no other real property is included in such tax parcel. There are no Taxes, assessments, fees, charges or similar costs or expenses imposed by any governmental authority, association or other entity having jurisdiction over the Real Property (collectively, the “Real Estate Impositions”) with respect to any Real Property or portion thereof that are delinquent. The Title Commitments set forth all Real Estate Impositions that are due and payable with respect to such parcel. There is no pending or threatened increase or special assessment or reassessment of any Real Estate Impositions for such parcel. (xiv) None of the Real Property or any portion thereof is located in a flood hazard area (as defined by the Federal Emergency Management Agency). (xv) There is no amount due and payable to any architect, contractor, subcontractor, materialman, or other person or entity for work or labor performed for, or materials or supplies provided to, or in connection with, any Real Property or portion thereof which is delinquent. There is no work or labor being performed for, or materials or supplies being provided to, or in connection with, any Real Property or portion thereof, or to be performed or supplied prior to Closing, other than routine maintenance and repair work which costs and expenses through completion will not exceed $1,000.00 and which shall be paid in full prior to Closing. (xvi) Each Real Property has access to water resources necessary in the operation of Target’s business as currently conducted thereon, and such access to and use of such water resources is not dependent on the ownership or lease of any other real property, easements, or real property interests, contractual rights, shares, certificates, permits, or other rights, interests, or privileges of any kind which are not held by Target. (xvii) There are no condemnation proceedings pending property insurance claims with respect to any Real Property or eminent domain proceedings any portion thereof. Target has not received any notice from any insurance company or any board of fire underwriters (or any entity exercising similar functions) with respect to any Real Property or any portion thereof: (i) requesting Target to perform any repairs, alterations, improvements, or other work for such Real Property which Target has not completed in full or (ii) notifying Target of any kind pending or, to defects or inadequacies in such Real Property which would materially adversely affect the actual knowledge insurability of MS (without investigation), threatened against the Owned Real Property. (f) To the best knowledge of MS, all improvements on the Real Property constructed by or on behalf of MS or any MS Subsidiary were constructed in material compliance with all applicable Laws (including, but not limited to, any building, planning or zoning Laws) affecting such Real Propertythe premiums for the insurance thereof.

Real Property. (ai) Section 3.15(aSchedule 4(k)(i) of the Disclosure Schedules lists: (i) Schedule lists all real property owned by the street address of each parcel of Owned Real Property, (ii) the date on which each parcel of Owned Real Property was acquired, (iii) the current owner of each such parcel of Owned Real Property, (iv) information relating to the recordation of the deed pursuant to which each such parcel of Owned Real Property was acquired Companies and (v) the current use of each such parcel of Owned Real Property. (b) Section 3.15(b) of the Disclosure Schedules lists: (i) the street address of each parcel of Leased Real Property, (ii) the identity of the lessor, lessee and current occupant (if different from lessee) of each such parcel of Leased Real Property, (iii) the term (referencing applicable renewal periods) and fixed or basic rental payment terms of the leases (and any subleases) pertaining their Subsidiaries. With respect to each such parcel of Leased Real Property and real property: (ivA) the owner has good and marketable title to the parcel of real property, free and clear of any Encumbrance, easement, covenant, or other restriction, except for installments of special assessments not yet delinquent, recorded easements, covenants, and other restrictions, and utility easements, building restrictions, zoning restrictions, and other easements and restrictions existing generally with respect to properties of a similar character that do not materially impair the current or contemplated use of each such parcel or the value thereof; (B) there are not any leases, subleases, licenses, concessions, or other agreements granting to any party or parties the right of Leased Real Propertyuse or occupancy of any portion of the parcel of real property, other than leases, subleases, licenses and other agreements which do not, individually or in the aggregate, materially impair the current or contemplated use of such property or the value thereof; (C) there are not any outstanding options or rights of first refusal to purchase the parcel of real property or any portion thereof (or any binding commitment to grant or enter into any such option or right); (D) there are no pending or, to the Knowledge of the Specified Employees, threatened condemnation proceedings; (E) all approvals of Governmental Agencies (including licenses and permits) required in connection with the ownership or operation thereof have been received, except those the failure to obtain which would not, individually or in the aggregate, materially impair the current or contemplated use of such property or the value thereof. (cii) Except as described in Section 3.15(cSchedule 4(k)(ii) of the Disclosure Schedules, there is no violation Schedule lists all leases and subleases of any Law relating real property to which any of the Owned Real Property that would reasonably be expected to Companies or their Subsidiaries is a party as of the date of this Agreement providing for lease payments in excess of $20,000 per year. HarnCo and Sellers have a Material Adverse Effect. MS has made available to the Sellers (to the extent such copies are in MS' physical possession) true and complete Investor copies of each deed for each parcel of Owned Real Property and, to the extent available, for each parcel of Leased Real Property and all the title insurance policies, title reports, surveys, certificates of occupancy, environmental reports and audits, appraisals and Permits relating to the Real Property, the operations of MS or any MS Subsidiary thereon or any other uses thereof. Subject to all applicable leases, either MS or a MS Subsidiary, as the case may be, is in peaceful and undisturbed possession of each parcel of Real Property and neither MS nor any MS Subsidiary has executed and delivered any contractual restrictions that preclude or materially restrict the ability to use the premises for the purposes for which they are currently being used. Except as set forth in Section 3.15(c) of the Disclosure Schedules, neither MS nor any MS Subsidiary has leased or subleased any parcel or any portion of any parcel of Real Property to any other Person, nor has MS or any MS Subsidiary assigned its interest under any lease or sublease listed in Section 3.15(b) of the Disclosure Schedules to any third party. (d) MS has, or has caused to be, delivered to the Sellers true and complete copies of all leases and subleases listed in Section 3.15(bSchedule 4(k)(ii) of the Disclosure SchedulesSchedule. With respect To the Knowledge of the Specified Employees, each lease and sublease relating to each of such leases and subleases: (i) such lease or sublease represents the entire agreement between the respective landlord and tenant with respect to such property; and (ii) except as otherwise disclosed property listed in Section 3.15(bSchedule 4(k)(ii) of the Disclosure SchedulesSchedule is legal, with respect to each such lease or sublease: (A) neither MS nor any MS Subsidiary has received any notice of cancellation or termination under such lease or sublease valid, binding, enforceable, and (B) neither MS nor any MS Subsidiary has received any notice of a breach or default under such lease or sublease, which breach or default has not been curedin full force and effect. (e) There are no condemnation proceedings or eminent domain proceedings of any kind pending or, to the actual knowledge of MS (without investigation), threatened against the Owned Real Property. (f) To the best knowledge of MS, all improvements on the Real Property constructed by or on behalf of MS or any MS Subsidiary were constructed in material compliance with all applicable Laws (including, but not limited to, any building, planning or zoning Laws) affecting such Real Property.

Real Property. (a) Section 3.15(a4.08(a) of the Disclosure Schedules lists: (i) the street Letter contains a true and complete legal description and mailing address of for each parcel of the Owned Real Property. With respect to the Owned Real Property, except as set forth in Section 4.08(a) of the Disclosure Letter: (iii) Labels Company has insurable fee simple title to the date on which each parcel of Owned Real Property was acquired, (iii) the current owner of each such parcel of Owned Real Property, free and clear of all Liens other than Permitted Exceptions; (ii) Labels Company has not leased, subleased, licensed or otherwise granted to any Person the right to possess, use or occupy the Owned Real Property or any portion thereof; (iii) There are no outstanding options or rights of first refusal or other agreements granting to any Person any right to purchase or lease the Owned Real Property, or any portion thereof or interest therein; and (iv) information relating to Labels Company has not received any written notice of any pending or threatened condemnation proceedings in the recordation nature of eminent domain in connection with the deed pursuant to which each such parcel of Owned Real Property was acquired and (v) the current use of each such parcel of Owned Real Property. (b) Section 3.15(b4.08(b) of the Disclosure Schedules lists: Letter sets forth the address of the Leased Real Property. Sellers have delivered to Buyer copies of the lease agreements for the Leased Real Property (the “Lease Agreements”). With respect to the Leased Real Property, except as set forth in Section 4.08(b) of the Disclosure Letter: (i) the street address Lease Agreements are valid and binding obligations of GPII and, to the Knowledge of Sellers, are valid and binding obligation of each of the other parties thereto, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting enforcement of creditors’ rights generally and by general principles of equity (whether applied in a proceeding at law or in equity); (ii) GPII has performed all material obligations required to be performed by it under the Lease Agreements and is not (with or without the lapse of time or the giving of notice, or both) in breach or default thereunder; (iii) to the Knowledge of Sellers, the other parties to the Lease Agreements have performed all obligations required to be performed by such parties thereunder and are not (with or without the lapse of time or the giving of notice, or both) in breach or default thereunder; (iv) GPII has not subleased, assigned or otherwise granted to any Person the right to use or occupy the Leased Real Property or any portion thereof; and (v) GPII has not pledged, mortgaged or otherwise granted a Lien on the leasehold interest in the Leased Real Property, other than Permitted Exceptions. (c) Use of the Owned Real Property for the various purposes for which it is presently being used is permitted as of right under applicable zoning and similarly applicable Law. (d) All buildings, structures, fixtures and other improvements included in the Owned Real Property (collectively, the “Improvements”) are in material compliance with all applicable Laws, including those pertaining to health and safety, zoning, building and construction requirements and the disabled. No part of any Improvement encroaches on any real property not included in the Owned Real Property, and there are no buildings, structures, fixtures or other improvements primarily situated on adjoining property which encroach on any part of the Owned Real Property. Each parcel of Leased Owned Real Property (i) abuts on and has direct vehicular access to an improved public road or has access to an improved public road via a permanent, irrevocable, appurtenant easement improved with a road benefiting such parcel of the Owned Real Property and comprising a part of the Owned Real Property, (ii) the identity of the lessor, lessee is supplied with public or quasi-public utilities and current occupant (if different from lessee) of each such parcel of Leased Real Property, (iii) the term (referencing applicable renewal periods) and fixed is not located within any flood plain or basic rental payment terms of the leases (and any subleases) pertaining area subject to each such parcel of Leased Real Property and (iv) the current use of each such parcel of Leased Real Property. (c) wetlands regulation. Except as described set forth in Section 3.15(c4.08(c) of the Disclosure SchedulesLetter, there is no violation of any Law relating to any of the Owned Real Property that would reasonably be expected to have a Material Adverse Effect. MS has made available to the Sellers (to the extent such copies Improvements are structurally sound, are in MS' physical possession) true good operating condition and complete copies of each deed for each parcel of Owned Real Property andrepair, to the extent availableordinary wear and tear excepted, for each parcel of Leased Real Property and all the title insurance policies, title reports, surveys, certificates of occupancy, environmental reports and audits, appraisals and Permits relating to the Real Property, the operations of MS or any MS Subsidiary thereon or any other uses thereof. Subject to all applicable leases, either MS or a MS Subsidiary, as the case may be, is in peaceful and undisturbed possession of each parcel of Real Property and neither MS nor any MS Subsidiary has executed and delivered any contractual restrictions that preclude or materially restrict the ability to use the premises are suitable for the purposes for which they are currently being used. Except as set forth used and have been maintained and operated in Section 3.15(c) of the Disclosure Schedules, neither MS nor any MS Subsidiary has leased or subleased any parcel or any portion of any parcel of Real Property to any other Person, nor has MS or any MS Subsidiary assigned its interest under any lease or sublease listed in Section 3.15(b) of the Disclosure Schedules to any third party. (d) MS has, or has caused to be, delivered to the Sellers true accordance with normal industry practice and complete copies of all leases and subleases listed in Section 3.15(b) of the Disclosure Schedules. With respect to each of such leases and subleases: (i) such lease or sublease represents the entire agreement between the respective landlord and tenant with respect to such property; and (ii) except as otherwise disclosed in Section 3.15(b) of the Disclosure Schedules, with respect to each such lease or sublease: (A) neither MS nor any MS Subsidiary has received any notice of cancellation or termination under such lease or sublease and (B) neither MS nor any MS Subsidiary has received any notice of a breach or default under such lease or sublease, which breach or default has not been cured. (e) There are no condemnation proceedings or eminent domain proceedings of any kind pending or, to the actual knowledge of MS (without investigation), threatened against the Owned Real Property. (f) To the best knowledge of MS, all improvements on the Real Property constructed by or on behalf of MS or any MS Subsidiary were constructed in material compliance with all applicable Laws (including, but not limited to, any building, planning or zoning Laws) affecting such Real PropertyLaw and Permits.

Real Property. (a) Section 3.15(a[Intentionally Omitted]. (b) The Real Properties constitute all the real property (or interest in real property) currently used in the conduct of the Disclosure Schedules lists: Businesses. Other than the Leased Real Properties, there are no interests in real property leased by any Seller in connection with the Businesses or by any Company. (ic) the street address of each parcel of Owned Real PropertyThere is no pending or, (ii) the date on which each parcel of Owned Real Property was acquired, (iii) the current owner of each such parcel of Owned Real Property, (iv) information relating to the recordation Knowledge of the deed pursuant Sellers, any threatened condemnation, eminent domain or similar proceeding with respect to which each such parcel of Owned Real Property was acquired and (v) the current use of each such parcel of Owned any Real Property. (bd) Section 3.15(bTo the Knowledge of Sellers, each Real Property is in compliance in all material respects with all building, zoning, subdivision, health, safety and other applicable federal, state and local laws and regulations. (e) of the Disclosure Schedules lists: Except as noted in SCHEDULE 2.7(E), Sellers hold all consents, permits, licenses, approvals and authorizations from governmental authorities or other third parties which are necessary to permit (i) Sellers to convey each Owned Real Property in accordance with the street address provisions of each parcel of Leased Real Propertythis Agreement, (ii) Sellers to lease each Leased Real Property and assign their interests in the identity applicable Facility Lease in accordance with the provisions of the lessorapplicable Facility Lease, lessee and current occupant (if different from lessee) of each such parcel of Leased Real Property, (iii) the term (referencing applicable renewal periods) and fixed or basic rental payment terms of the leases (and any subleases) pertaining to each such parcel of Leased Real Property and (iv) the current use of each such parcel Real Property for its current use and the current conduct of Leased the corresponding Business by the Sellers, all of which are in full force and effect. To the Knowledge of Sellers, each Real PropertyProperty is in compliance with the Permitted Encumbrances. (cf) Except as described in Section 3.15(c) of the Disclosure Schedules, there is no violation of any Law relating to any of the Owned Real Property that would reasonably be expected to have a Material Adverse Effect. MS has made available to the Sellers (to the extent such copies are in MS' physical possession) true and complete copies of each deed for each parcel of Owned Real Property and, to the extent available, for each parcel of Leased Real Property and all the title insurance policies, title reports, surveys, certificates of occupancy, environmental reports and audits, appraisals and Permits relating to the Real Property, the operations of MS or any MS Subsidiary thereon or any other uses thereof. Subject to all applicable leases, either MS or a MS Subsidiary, as the case may be, is in peaceful and undisturbed possession of each parcel of Real Property and neither MS nor any MS Subsidiary has executed and delivered any contractual restrictions that preclude or materially restrict the ability to use the premises for the purposes for which they are currently being used. Except as set forth in Section 3.15(c) of the Disclosure Schedules, neither MS nor any MS Subsidiary has leased or subleased any parcel or any portion of any parcel of Real Property to any other Person, nor has MS or any MS Subsidiary assigned its interest under any lease or sublease listed in Section 3.15(b) of the Disclosure Schedules to any third party. (d) MS has, or has caused to be, delivered to the Sellers true and complete copies of all leases and subleases listed in Section 3.15(b) of the Disclosure Schedules. With respect to each of such leases and subleasesFacility Lease: (i) such lease or sublease represents Sellers have provided to Buyer a complete copy of the entire agreement between the respective landlord and tenant with respect to such property; andFacility Lease; (ii) The Facility Lease has been duly executed and delivered by, and are binding and enforceable against the applicable Seller and, to the Knowledge of Sellers, the current landlord thereunder (the "LANDLORD"). (iii) The Facility Lease is in full force and effect in accordance with the terms set forth therein, and have not been modified, amended, or altered, in writing or otherwise, except as otherwise disclosed described on SCHEDULE 1.1(B); (iv) The applicable Seller is the sole and exclusive lessee to the applicable Acquired Facility and Facility Lease; (v) All obligations of such Seller, as lessee, under the Facility Lease that accrue to the date of Closing have been performed, and the Landlord thereunder has unconditionally accepted such Seller's performance of such obligations; (vi) To the Knowledge of Sellers, neither such Seller nor Landlord under the Facility Lease is in Section 3.15(b) of the Disclosure Schedules, with respect to each such lease or sublease: (A) neither MS nor any MS Subsidiary has received any notice of cancellation or termination under such lease or sublease and (B) neither MS nor any MS Subsidiary has received any notice of a breach or default under such lease or sublease, which breach is in arrears in the payment of any sums due or default has not been curedin the performance of any obligations required of Seller or Landlord under the Facility Lease. (eg) There are no condemnation proceedings No Person holds any rights to purchase or eminent domain proceedings otherwise acquire all or any portion of any kind pending or, to the actual knowledge of MS Purchased Assets (without investigationor interest therein), threatened against the Owned Real Propertyincluding pursuant to any purchase agreement, option, right of first offer, right of first refusal, gift or other agreement. (fh) To the best knowledge Knowledge of MSSellers, all improvements no event has occurred, nor does any circumstance exist that with notice and/or the passage of time would constitute an event of default under any of mortgages or loans currently outstanding pertaining to the Purchased Assets. (i) Buyer is not required to withhold taxes from the payment of sale proceeds to Sellers under the Code or any applicable state, commonwealth or local tax laws; (j) No Seller is a foreign Person for purposes of Section 1445 of the Code (k) Sellers are in compliance with the requirements of Executive Order No. 13224, 66 Fed. Reg. 49079 (Sept. 25, 2001) (the "ORDER") and other similar requirements contained in the rules and regulations of the Office of Foreign Assets Control, Department of Treasury ("OFAC") and in any enabling legislation or other Executive Orders or regulations in respect thereof (the Order and such other rules, regulations, legislation or orders collecting called the "ORDERS"). Neither the Seller nor any of its affiliates (A) is listed on the Real Property constructed Specially Designated Nationals and Blocked Person List maintained by OFAC pursuant to the Order and/or on any other list of terrorists or terrorist organizations maintained pursuant to any of the rules and regulations of OFAC or pursuant to any other applicable Orders (such lists are collectively referred to as the "LISTS"), (B) is a Person (as defined in the Order) who has been determined by competent authority to be subject to the prohibitions contained in the Orders; or (C) is owned or controlled by (including without limitation by virtue of such Person being a director or owning voting shares or interests), or acts for or on behalf of MS of, any Person on the Lists or any MS Subsidiary were constructed other Person who has been determined by competent authority to be subject to the prohibitions contained in material compliance with all applicable Laws (including, but not limited to, any building, planning or zoning Laws) affecting such Real Propertythe Orders.

Real Property. (aSchedule 1.2(g) Section 3.15(a) sets forth a true, correct and complete list and legal description of all of the Disclosure Schedules lists: real property owned by Seller (iother than the Excluded Real Property) (the street address "Owned Real Property"). Schedule 3.5(a)(i) sets forth a true, correct and complete list and legal description of each parcel all of the real property leased by Seller (the "Leased Real Property" and together with the Owned Real Property, (ii) the date on which each parcel of "Real Property"). Except as set forth in Schedule 3.5(a)(ii), Seller has good, marketable and insurable title to the Owned Real Property was acquiredfree and clear of all liens, (iii) the current owner pledges, security interests, charges, claims, leasehold interests, tenancies, restrictions and encumbrances of each such parcel of Owned Real Property, (iv) information relating to the recordation of the deed pursuant to which each such parcel of Owned Real Property was acquired and (v) the current use of each such parcel of Owned Real Property. (b) Section 3.15(b) of the Disclosure Schedules lists: any nature whatsoever other than (i) the street address of each parcel of Leased Real Propertyliens for taxes not yet due and payable, (ii) statutory liens of landlords and liens of carriers, warehousemen, mechanics, materialmen and repairmen incurred in the identity ordinary course of the lessorbusiness and not yet delinquent, lessee and current occupant (if different from lessee) of each such parcel of Leased Real Property, (iii) zoning, building or other restrictions, variances, covenants, rights-of-way, encumbrances, easements and other minor irregularities in title, none of which, individually or in the term aggregate, (referencing applicable renewal periodsA) and fixed interfere with the present use or basic rental payment terms occupancy of the leases (and any subleases) pertaining to each such parcel of Leased Real Property and (iv) the current use of each such parcel of Leased Real Property. (c) Except as described in Section 3.15(c) of the Disclosure Schedules, there is no violation of any Law relating to any of the Owned Real Property that by Seller, (B) has more than an insignificant effect on the value thereof or its use or (C) would reasonably be expected impair the ability of Purchaser to have a Material Adverse Effect. MS has made available to the Sellers (to the extent sell any such copies are in MS' physical possession) true and complete copies of each deed for each parcel of Owned Real Property andfor its present use (collectively, to "Permitted Liens"). Seller has a good and valid leasehold interest in the extent availableLeased Real Property, for each parcel free and clear of Leased all liens, pledges, security interests, charges, claims, leasehold interests, tenancies, restrictions and encumbrances of any nature whatsoever other than Permitted Liens. Seller is in possession of all of the Real Property and all buildings, structures, fixtures and improvements located thereon, and Seller has adequate rights of ingress and egress with respect to such Real Property and the buildings, structures, fixtures and improvements located thereon. None of the Excluded Real Property is used or held for use in the operations of Seller. To the knowledge of Seller, Schedule 1.2(g) lists all deeds, mortgages, deeds of trust, certificates of occupancy, title insurance policies, title reports, surveys, certificates surveys and similar documents (including all amendments thereof) in the possession of occupancy, environmental reports and audits, appraisals and Permits Seller relating to the Real Property, . The improvements on the operations of MS or any MS Subsidiary thereon or any other uses thereof. Subject to all applicable leases, either MS or a MS Subsidiary, as the case may be, is in peaceful and undisturbed possession of each parcel of Real Property are in good operating condition and neither MS nor any MS Subsidiary has executed in a state of good maintenance and delivered any contractual restrictions that preclude or materially restrict the ability to use the premises repair, ordinary wear and tear excepted, are adequate and suitable for the purposes for which they are currently presently being usedused and conform to all applicable laws, ordinances, codes, rules and regulations applicable thereto. Except as set forth in Section 3.15(c) of the Disclosure Schedules, neither MS nor any MS Subsidiary has leased or subleased any parcel or any portion of any parcel of Real Property to any other Person, nor has MS or any MS Subsidiary assigned its interest under any lease or sublease listed in Section 3.15(b) of the Disclosure Schedules to any third party. (d) MS has, or has caused to be, delivered to the Sellers true and complete copies of all leases and subleases listed in Section 3.15(b) of the Disclosure Schedules. With respect to each of such leases and subleases: (i) such lease or sublease represents the entire agreement between the respective landlord and tenant with respect to such property; and (ii) except as otherwise disclosed in Section 3.15(b) of the Disclosure Schedules, with respect to each such lease or sublease: (A) neither MS nor any MS Subsidiary has received any notice of cancellation or termination under such lease or sublease and (B) neither MS nor any MS Subsidiary has received any notice of a breach or default under such lease or sublease, which breach or default has not been cured. (e) There are no condemnation or appropriation proceedings or eminent domain proceedings of any kind pending or, to the actual best knowledge of MS (without investigation)Seller, threatened against the Owned Real Property. (f) To the best knowledge any of MS, all improvements on the Real Property constructed by or on behalf the improvements thereon. Except for Permitted Liens and other matters set forth in Schedule 3.5(a)(ii), no Real Property is subject to any rights-of MS way, building use restrictions, exceptions, variances, reservations or limitations of any MS Subsidiary were constructed in material compliance with all applicable Laws (includingnature whatsoever, but not limited to, any building, planning or zoning Laws) affecting such Real Propertyof record.

Real Property. (ai) Section 3.15(a4.01(k)(i) of the Disclosure Schedules lists: (i) the street address of each parcel of Owned Real Property, (ii) the date on which each parcel of Owned Real Property was acquired, (iii) the current owner of each such parcel of Owned Real Property, (iv) information relating to the recordation of the deed pursuant to which each such parcel of Owned Real Property was acquired Schedule lists and (v) the current use of each such parcel of Owned Real Property. (b) Section 3.15(b) of the Disclosure Schedules lists: (i) the street address of each parcel of Leased Real Property, (ii) the identity of the lessor, lessee and current occupant (if different from lessee) of each such parcel of Leased Real Property, (iii) the term (referencing applicable renewal periods) and fixed or basic rental payment terms of the leases (and any subleases) pertaining describes briefly all real property that LLB owns. With respect to each such parcel of Leased Real Property owned real property: (A) LLB has good and marketable title to the parcel of real property, free and clear of any security interest, easement, covenant, or other restriction, except for installments of special assessments not yet delinquent and recorded easements, covenants, and other restrictions which do not impair the current use, occupancy, or value, or the marketability of title, of the property subject thereto; (ivB) there are no pending or, to the knowledge of LLB and the Shareholders (and employees with responsibility for real estate matters) of LLB and its subsidiaries, threatened condemnation proceedings, lawsuits, or administrative actions relating to the property or other matters affecting adversely the current use, occupancy, or value thereof; (C) the current legal description for the parcel contained in the deed thereof describes such parcel 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 properties or buildings or improvements thereon are subject to "permitted non- conforming use" or "permitted non-conforming structure" classifications), and do not encroach on any easement which may burden the land, and the land does not serve any adjoining property for any purpose inconsistent with the use of each such the land, and the property is not located within any flood plain or subject to any similar type restriction for which any permits or licenses necessary to the use thereof have not been obtained; (D) all facilities have received all approvals of governmental authorities (including licenses and permits) required in connection with the ownership or operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations; (E) there are no leases, subleases, licenses, concessions, or other agreements, written or oral, granting to any party or parties the right of use or occupancy of any portion of the parcel of Leased Real Property.real property; (cF) Except as described there are no outstanding options or rights of first refusal to purchase the parcel of real property, or any portion thereof or interest therein; (G) there are no parties (other than LLB) in Section 3.15(cpossession of the parcel of real property, other than tenants under any leases disclosed in ss.4.01(k) of the Disclosure Schedules, there is no violation of any Law relating to any of the Owned Real Property that would reasonably be expected to have a Material Adverse Effect. MS has made available to the Sellers (to the extent such copies Schedule who are in MS' physical possessionpossession of space to which they are entitled; (H) true all facilities located on the parcel of real property are supplied with utilities and complete copies other services necessary for the operation of each deed for such facilities, including gas, electricity, water, telephone, sanitary sewer, and storm sewer, all of which services are adequate in accordance with all applicable laws, ordinances, rules, and regulations and are provided via public roads or via permanent, irrevocable, appurtenant easements benefitting the parcel of real property; and (I) each parcel of Owned Real Property andreal property abuts on and has direct vehicular access to a public road, or has access to a public road via a permanent, irrevocable, appurtenant easement benefitting the parcel of real property, and access to the extent property is provided by paved public right-of-way with adequate curb cuts available, for each parcel of Leased Real Property and all the title insurance policies, title reports, surveys, certificates of occupancy, environmental reports and audits, appraisals and Permits relating to the Real Property, the operations of MS or any MS Subsidiary thereon or any other uses thereof. Subject to all applicable leases, either MS or a MS Subsidiary, as the case may be, is in peaceful and undisturbed possession of each parcel of Real Property and neither MS nor any MS Subsidiary has executed and delivered any contractual restrictions that preclude or materially restrict the ability to use the premises for the purposes for which they are currently being used. Except as set forth in Section 3.15(c. (ii) ss.4.01(k)(ii) of the Disclosure Schedules, neither MS nor any MS Subsidiary has Schedule lists and describes briefly all real property leased or subleased any parcel or any portion of any parcel of Real Property to any other Person, nor has MS or any MS Subsidiary assigned its interest under any lease or sublease listed in Section 3.15(b) of the Disclosure Schedules to any third party. (d) MS has, or has caused to be, delivered to the Sellers true and complete copies of all leases and subleases listed in Section 3.15(b) of the Disclosure SchedulesLLB. With respect to each lease and sublease listed in ss.4.01(k)(ii) of such leases and subleasesthe Disclosure Schedule: (iA) such the lease or sublease represents is legal, valid, binding, enforceable, and in full force and effect; (B) the entire agreement between lease or sublease will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the respective landlord consummation of the transactions contemplated hereby; (C) no party to the lease or sublease is in breach or default, and tenant no event has occurred which, with notice or lapse of time, would constitute a breach or default or permit termination, modification, or acceleration thereunder; (D) no party to the lease or sublease has repudiated any provision thereof; (E) there are no disputes, oral agreements, or forbearance programs in effect as to the lease or sublease; (F) with respect to such propertyeach sublease, the representations and warranties set forth in subsections (A) through (E) above are true and correct with respect to the underlying lease; (G) LLB has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the leasehold or subleasehold; (H) all facilities leased or subleased thereunder have received all approvals of governmental authorities (including licenses and permits) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations; (I) all facilities leased or subleased thereunder are supplied with utilities and other services necessary for the operation of said facilities; and (iiJ) except as otherwise disclosed in Section 3.15(b) the owner of the Disclosure Schedulesfacility leased or subleased has good and marketable title to the parcel of real property, with respect to each such lease or sublease: (A) neither MS nor any MS Subsidiary has received any notice of cancellation or termination under such lease or sublease free and (B) neither MS nor any MS Subsidiary has received any notice of a breach or default under such lease or sublease, which breach or default has not been cured. (e) There are no condemnation proceedings or eminent domain proceedings clear of any kind pending orsecurity interest, to easement, covenant, or other restriction, except for installments of special easements not yet delinquent and recorded easements, covenants, and other restrictions which do not impair the actual knowledge current use, occupancy, or value, or the marketability of MS (without investigation)title, threatened against of the Owned Real Propertyproperty subject thereto. (f) To the best knowledge of MS, all improvements on the Real Property constructed by or on behalf of MS or any MS Subsidiary were constructed in material compliance with all applicable Laws (including, but not limited to, any building, planning or zoning Laws) affecting such Real Property.

Real Property. (a) Section 3.15(a4.10(a) of the Disclosure Schedules lists: (i) the street address of sets forth each parcel of real property owned by each Seller and used in or necessary for the conduct of the Business as currently conducted (together with all buildings, fixtures, structures and improvements situated thereon and all easements, rights-of-way and other rights and privileges appurtenant thereto, collectively, the “Owned Real Property”), including with respect to each property, the address location and use. Seller Parent has delivered to Buyer Parent copies of the deeds and other instruments (iias recorded) the date on by which each parcel of Owned Real Property was acquired, (iii) the current owner of each any Seller acquired such parcel of Owned Real Property, (iv) information relating and copies of all title insurance policies, opinions, abstracts and surveys in the possession of such Seller with respect to the recordation of the deed pursuant such parcel. With respect to which each such parcel of Real Property: (i) except as set forth on Section 4.10(a)(i), no Seller has leased or otherwise granted to any Person the right to use or occupy such Owned Real Property was acquired or any portion thereof; and (vii) the current use there are no unrecorded outstanding options, rights of each first offer or rights of first refusal to purchase such parcel of Owned Real PropertyProperty or any portion thereof or interest therein. (b) Section 3.15(b4.10(b) of the Disclosure Schedules listssets forth each parcel of real property leased by each Seller and used in or necessary for the conduct of the Business as currently conducted (together with all rights, title and interest of such Seller in and to leasehold improvements relating thereto, including, but not limited to, security deposits, reserves or prepaid rents paid in connection therewith, collectively, the “Leased Real Property”), and a true and complete list of all leases, subleases, licenses, concessions and other agreements (whether written or oral), including all amendments, extensions renewals, guaranties and other agreements with respect thereto, pursuant to which such Seller holds any Leased Real Property (collectively, the “Leases”). Seller Parent has delivered to Buyer Parent 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 each Seller enjoys peaceful and undisturbed possession of the street address of each parcel of Leased Real Property, ; (ii) no Seller is in breach or default under such Lease, and no event has occurred or circumstance exists which, with the identity delivery of the lessornotice, lessee passage of time or both, would constitute such a breach or default, and current occupant (if different from lessee) of each Seller has paid all rent due and payable under such parcel of Leased Real Property, Lease; (iii) the term (referencing applicable renewal periods) and fixed no Seller has received or basic rental payment terms given any notice of any default or event that with notice or lapse of time, or both, would constitute a default by such Seller under any of the leases Leases and, to the Knowledge of Seller Parent, no other party is in default thereof, and no party to any Lease has exercised any termination rights with respect thereto; (and iv) no Seller has subleased, assigned or otherwise granted to any subleases) pertaining Person the right to each use or occupy such parcel of Leased Real Property or any portion thereof; and (ivv) the current use of each such parcel of no Seller has pledged, mortgaged or otherwise granted an Encumbrance on its leasehold interest in any Leased Real Property. (c) Except as described in Section 3.15(cNo Seller has received any written notice of (i) violations of building codes and/or zoning ordinances or other governmental or regulatory Laws affecting the Disclosure SchedulesReal Property, there is no violation of any Law relating to any of (ii) existing, pending or threatened condemnation proceedings affecting the Owned Real Property that would Property, or (iii) existing, pending or threatened zoning, building code or other moratorium proceedings, or similar matters which could reasonably be expected to have a Material Adverse Effect. MS has made available to the Sellers (to the extent such copies are in MS' physical possession) true and complete copies of each deed for each parcel of Owned Real Property and, to the extent available, for each parcel of Leased Real Property and all the title insurance policies, title reports, surveys, certificates of occupancy, environmental reports and audits, appraisals and Permits relating to the Real Property, the operations of MS or any MS Subsidiary thereon or any other uses thereof. Subject to all applicable leases, either MS or a MS Subsidiary, as the case may be, is in peaceful and undisturbed possession of each parcel of Real Property and neither MS nor any MS Subsidiary has executed and delivered any contractual restrictions that preclude or materially restrict adversely affect the ability to use operate the premises for Real Property as currently operated. Neither the purposes for which they are currently being used. Except as set forth in Section 3.15(c) of the Disclosure Schedules, neither MS whole nor any MS Subsidiary has leased or subleased any parcel or any material portion of any parcel of Real Property to any has been damaged or destroyed by fire or other Person, nor has MS or any MS Subsidiary assigned its interest under any lease or sublease listed in Section 3.15(b) of the Disclosure Schedules to any third partycasualty. (d) MS has, or has caused to be, delivered to the Sellers true and complete copies of all leases and subleases listed in Section 3.15(b) of the Disclosure Schedules. With respect to each of such leases and subleases: (i) such lease or sublease represents the entire agreement between the respective landlord and tenant with respect to such property; and (ii) except as otherwise disclosed in Section 3.15(b) of the Disclosure Schedules, with respect to each such lease or sublease: (A) neither MS nor any MS Subsidiary has received any notice of cancellation or termination under such lease or sublease and (B) neither MS nor any MS Subsidiary has received any notice of a breach or default under such lease or sublease, which breach or default has not been cured. (e) There are no condemnation proceedings or eminent domain proceedings of any kind pending or, to the actual knowledge of MS (without investigation), threatened against the Owned Real Property. (f) To the best knowledge of MS, all improvements on the Real Property constructed by or on behalf of MS or any MS Subsidiary were constructed in material compliance with all applicable Laws (including, but not limited to, any building, planning or zoning Laws) affecting such Real Property.

Real Property. (a) Section 3.15(a) LD 13 has delivered to the Partnership, complete and correct copies of the Disclosure Schedules lists: (i) all title policies and commitments (where no policy was issued) naming LD 13 as the street address of each parcel of insured party, documents evidencing the exceptions to title shown thereon and surveys for the Owned Real Property, Property that in each case are in the possession or control of LD 13 and (ii) the date on which each parcel of Owned Real Property was acquired, (iii) the current owner of each such parcel of Owned Real Property, (iv) information relating to the recordation of the deed pursuant to which each such parcel of Owned Real Property was acquired and (v) the current use of each such parcel of Owned Real Propertyleases. (b) Section 3.15(b) of the Disclosure Schedules lists: (i) the street address of each parcel of Leased The Real Property, (ii) including all buildings, fixtures and other improvements constituting a part thereof, is in good operating condition without structural defects and is suitable, sufficient and appropriate for its current and contemplated uses. All mechanical and other systems located at the identity of the lessor, lessee and current occupant (if different from lessee) of each such parcel of Leased Real Property, (iii) the term (referencing applicable renewal periods) and fixed or basic rental payment terms of the leases (and any subleases) pertaining to each such parcel of Leased Real Property are in good operating condition, and no condition exists requiring repairs (ivother than routine maintenance) the current or alterations thereof. None of such improvements to any Real Property constitute a legal non-conforming use of each such parcel of Leased Real Propertyor otherwise require any special dispensation, variance or permit under any municipal, state or federal ordinance, law, rule, regulation, judgment, order, writ, injunction, or decree. (c) Except as described in Section 3.15(c) of LD 13 has good, marketable and exclusive fee simple title to, and the Disclosure Schedulesvalid and enforceable power and unqualified right to use and sell, there is no violation of any Law relating to any of transfer, convey or assign the Owned Real Property that would reasonably be expected Property, free and clear of all Liens other than Permitted Liens. Upon consummation of the transactions contemplated by this Agreement, OpCo will have good, marketable and exclusive title to have a Material Adverse Effect. MS has made available to the Sellers (to the extent such copies are in MS' physical possession) true and complete copies of each deed for each parcel of all Owned Real Property and, to the extent available, for each parcel of Leased Real Property and all the title insurance policies, title reports, surveys, certificates of occupancy, environmental reports and audits, appraisals and Permits relating to the Real Property, the operations free and clear of MS or any MS Subsidiary thereon or any all Liens other uses thereof. Subject to all applicable leases, either MS or a MS Subsidiary, as the case may be, is in peaceful and undisturbed possession of each parcel of Real Property and neither MS nor any MS Subsidiary has executed and delivered any contractual restrictions that preclude or materially restrict the ability to use the premises for the purposes for which they are currently being used. Except as set forth in Section 3.15(c) of the Disclosure Schedules, neither MS nor any MS Subsidiary has leased or subleased any parcel or any portion of any parcel of Real Property to any other Person, nor has MS or any MS Subsidiary assigned its interest under any lease or sublease listed in Section 3.15(b) of the Disclosure Schedules to any third partythan Permitted Liens. (d) MS hasLD 13 has all certificates of occupancy, permits, licenses, certificates of authority, authorizations, approvals, registrations, and other similar consents issued by or obtained from any Governmental Authority necessary or useful for the current use and operation of the Real Property. The Real Property is in compliance with all applicable municipal, state, federal or foreign ordinance, law, rule, regulation, judgment, order, writ, injunction, or has caused to bedecree and fire, delivered to the Sellers true health, building, use, occupancy, subdivision and complete copies of all leases and subleases listed in Section 3.15(b) of the Disclosure Schedules. With respect to each of such leases and subleases: (i) such lease or sublease represents the entire agreement between the respective landlord and tenant with respect to such property; and (ii) except as otherwise disclosed in Section 3.15(b) of the Disclosure Schedules, with respect to each such lease or sublease: (A) neither MS nor any MS Subsidiary has received any notice of cancellation or termination under such lease or sublease and (B) neither MS nor any MS Subsidiary has received any notice of a breach or default under such lease or sublease, which breach or default has not been curedzoning laws. (e) There are no do not exist any actual or, to LD 13’s knowledge, threatened condemnation proceedings or eminent domain proceedings that affect any Real Property or any part thereof, and LD 13 has not received any notice, oral or written, of the intention of any kind pending orGovernmental Authority or other person to take or use any Real Property or any part thereof or interest therein. (f) LD 13 has not received any notice from any insurance company that has issued a policy with respect to any Real Property requiring performance of any structural or other repairs or alterations to such Real Property that have not been completed. (g) LD 13 has not received any notice of any increase in the current assessed valuation of any Real Property or any notice of any contemplated special assessment. (h) All buildings, structures and other improvements constituting a part of the Real Property are supplied with utilities and other services necessary for the operation of such buildings, structures or other improvements in the Ordinary Course of Business. (i) There is no water diffusion or other intrusion into any buildings, structures or other improvements constituting a part of any Real Property which would impair the value thereof or prevent the use thereof in connection with the conduct of business of OpCo. (j) LD 13 does not own or hold, or is obligated under or is a party to, any option, right of first refusal or other contractual (or other) right or obligation to purchase, acquire, sell, assign or dispose of any real estate or any portion of or interest in the actual knowledge of MS (without investigation), threatened against the Owned Real Property. (fk) To the best knowledge of MS, all improvements on No work has been done at the Real Property constructed by Property, and no materials have been supplied to the Real Property, that have not been paid for, and there are no materialman’s liens or on behalf of MS or any MS Subsidiary were constructed in material compliance with all applicable Laws (including, but not limited to, any building, planning or zoning Laws) mechanic’s liens affecting such the Real Property.

Real Property. (a) Section 3.15(a2.19(a) of the Disclosure Schedules lists: Schedule sets forth a true and complete list and brief description, including legal description and location, of all parcels of real property owned by each Acquired Company (i) the street address of each parcel of “Owned Real Property”). With respect to the Owned Real Property, (iii) the date on which applicable Acquired Company has fee simple title to each parcel of Owned Real Property was acquired, (iii) the current owner of each such parcel of Owned Real Property, free and clear of all Liens, other than Permitted Liens, (ivii) information relating the applicable Acquired Company is not a party to any assignment, lease, license, easement, concession, or other agreement granting to any Person the recordation right to possess, use, or occupy the Owned Real Property, other than (A) assignments, leases, licenses, easements, concessions, and other agreements that the applicable Acquired Company entered into in the Ordinary Course of Business as set forth on Section 2.19(a) of the deed pursuant to which each such parcel of Disclosure Schedule, and (B) Permitted Liens, and (iii) all buildings, improvements or facilities on the Owned Real Property was acquired are in good operating condition and (v) are suitable for the current use uses for which they are presently being used in the business of the Acquired Companies. The Acquired Companies have previously provided access to Parent of correct and complete copies of each such parcel of the deeds conveying the Owned Real Property to the applicable Acquired Company, and all existing easements and encumbrances and other existing agreements currently in effect with respect to the Owned Real Property. (b) Section 3.15(b2.19(b) of the Disclosure Schedules lists: Schedule contains a complete list of all real property leased or subleased by any Acquired Company (i) the street address of each parcel of “Leased Real Property, (ii) the identity of the lessor, lessee ” and current occupant (if different from lessee) of each such parcel of Leased Real Property, (iii) the term (referencing applicable renewal periods) and fixed or basic rental payment terms of the leases (and any subleases) pertaining to each such parcel of Leased Real Property and (iv) the current use of each such parcel of Leased Real Property. (c) Except as described in Section 3.15(c) of the Disclosure Schedules, there is no violation of any Law relating to any of together with the Owned Real Property that would reasonably be expected to have collectively, “Real Property”). Each Acquired Company has a Material Adverse Effect. MS has made available to the Sellers (to the extent such copies are valid leasehold interest in MS' physical possession) true and complete copies of each deed for each parcel of Owned Real Property and, to the extent available, for each parcel of Leased Real Property to which it is a party. With respect to any Leased Real Property located in the United Arab Emirates, each applicable Lease has been duly registered with the relevant Emirate’s real estate regulatory authority (including, as applicable, Ejari in Dubai or Tawtheeq in Abu Dhabi), and all the title insurance policiessuch registrations are current, title reportsvalid, surveysand in full force and effect. There are no pending or, certificates of occupancy, environmental reports and audits, appraisals and Permits relating to the Real PropertyKnowledge of the Company, the operations of MS or any MS Subsidiary thereon or any other uses thereof. Subject threatened Legal Proceedings with respect to all applicable leases, either MS or a MS Subsidiary, as the case may be, is in peaceful and undisturbed possession of each parcel of Real Property and neither MS nor any MS Subsidiary has executed and delivered any contractual restrictions that preclude or materially restrict the ability to use the premises for the purposes for which they are currently being used. Except as set forth in Section 3.15(c) of the Disclosure Schedules, neither MS nor any MS Subsidiary has leased or subleased any parcel or any portion of any parcel of Real Property Property, including related to any other Person, nor has MS condemnation or any MS Subsidiary assigned its interest under any lease or sublease listed in Section 3.15(b) of the Disclosure Schedules to any third party. (d) MS has, or has caused to be, eminent domain. The Acquired Companies have previously delivered to the Sellers true Parent correct and complete copies of all leases and subleases listed in Section 3.15(b) each of the Disclosure Schedulesleases (including all amendments, extensions, renewals, guaranties and other agreements with respect thereto) for the Leased Real Property (the “Leases”). With respect to each Lease: (i) the Lease is legal, valid, binding, enforceable and in full force and effect, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other applicable Law affecting enforcement of creditors’ rights generally and except insofar as the availability of equitable remedies may be limited; (ii) neither the applicable Acquired Company nor, to the Knowledge of the Company, any other party to the Lease is in breach or default, and, to the Knowledge of the Company, no event has occurred which, with notice or lapse of time or both, would constitute such leases a breach or default or permit termination, modification or acceleration under the Lease; (iii) no Acquired Company has assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in any Lease; and subleases(iv) the terms and conditions of each Lease will not be affected in any material respect by, nor will any Lease be in breach or default as a result of, consummation of the Transactions, except that Section 2.19(b) of the Disclosure Schedule sets forth those Leases that require an Acquired Company to notify or obtain the approval of the lessor or that may be terminated by the lessor as a result of the transactions contemplated by this Agreement. No Acquired Company is a sublessor or grantor under any sublease or other agreements with respect to the Leased Real Property, which create or confer on any Person other than the Acquired Companies a right to use or occupy all or any part of the Leased Real Property other than Leases. The applicable Acquired Company’s possession and quiet enjoyment of the Leased Real Property has not been disturbed. (c) With respect to the Real Property: (i) all of the buildings, structures and improvements located thereon are in good operating condition and repair, ordinary wear and tear excepted; (ii) all improvements constituting part of the Leased Real Property are in compliance with Applicable Laws in all material respects and, to the Knowledge of the Company, do not have any material defects in their physical condition; (iii) all material Permits that are required to be obtained by an Acquired Company to use or occupy such lease parcel have been issued and are in full force and effect and have been maintained in compliance with all Laws in all material respects; (iv) no Acquired Company has received notice from any Governmental Authority of any violation of any Applicable Law or sublease represents the entire agreement between the respective landlord and tenant Permit issued with respect to any of the Real Property that has not been corrected, and, to the Knowledge of the Company, no such propertyviolation exists which, individually or in the aggregate, is material to the Acquired Companies; and (iiv) except as otherwise disclosed such parcel has access to public roads and to all utilities, including electric, sanitary and storm sewer, potable water, natural gas and other utilities, used in Section 3.15(b) the operation of the Disclosure Schedules, with respect Acquired Companies’ businesses at such location and such access to each such lease or sublease: (A) neither MS nor any MS Subsidiary has received any notice of cancellation or termination under such lease or sublease public roads and (B) neither MS nor any MS Subsidiary has received any notice of a breach or default under such lease or sublease, which breach or default has not been cured. (e) There are no condemnation proceedings or eminent domain proceedings of any kind pending or, utilities is sufficient to service the actual knowledge of MS (without investigation), threatened against the Owned Leased Real Property. (f) To the best knowledge of MS, all improvements on the Real Property constructed by or on behalf of MS or any MS Subsidiary were constructed in material compliance with all applicable Laws (including, but not limited to, any building, planning or zoning Laws) affecting such Real Property.

Real Property. (a) Section 3.15(a) of the Disclosure Schedules lists: (i) Owned Real Property. Schedule 1.1(b) is in all material ------------------- respects a true, complete and correct list, as of the date hereof, of the street address addresses and square footage of improvements on each parcel of Owned Real Property, (ii) the date on which each parcel of . The Owned Real Property was acquired, constitutes all real property or interests in real property owned in fee by Sellers or the Sold Subsidiaries (iiiother than any Excluded Assets) and primarily used in the current owner of each such parcel of Owned Real Property, (iv) information relating to the recordation operation of the deed pursuant to which each such parcel of Owned Real Property was acquired and (v) the current use of each such parcel of Owned Real Property. (b) Section 3.15(b) of the Disclosure Schedules lists: (i) the street address of each parcel of Leased Real Property, (ii) the identity of the lessor, lessee and current occupant (if different from lessee) of each such parcel of Leased Real Property, (iii) the term (referencing applicable renewal periods) and fixed or basic rental payment terms of the leases (and any subleases) pertaining to each such parcel of Leased Real Property and (iv) the current use of each such parcel of Leased Real Property. (c) Except Business as described in Section 3.15(c) of the Disclosure Schedules, there is no violation of any Law relating to any presently conducted. None of the Owned Real Property that would reasonably be expected is Surplus Property. Each Seller and Sold Subsidiary has good and insurable fee title to have a Material Adverse Effect. MS has made available to the Sellers (to the extent such copies are in MS' physical possession) true and complete copies of each deed for each parcel of all Owned Real Property andowned by it free and clear of all Liens other than (A) Permitted Liens, to (B) easements, covenants, rights-of-way and other encumbrances or restrictions of record, (C) zoning, building and other similar restrictions, (D) unrecorded easements, covenants, rights- of-way or other restrictions, (E) Liens that have been placed by any developer, landlord or other Person (other than Sellers or the extent available, for each parcel of Leased Real Property and all the title insurance policies, title reports, surveys, certificates of occupancy, environmental reports and audits, appraisals and Permits relating to the Sold Subsidiaries) on property (other than Owned Real Property) over which any of Sellers or the Sold Subsidiaries has easement rights, none of which items set forth in clauses (B), (C), (D) or (E) above, individually or in the operations of MS or any MS Subsidiary thereon or any other uses thereof. Subject to all applicable leasesaggregate, either MS or a MS Subsidiary, as the case may be, is in peaceful and undisturbed possession of each parcel of Real Property and neither MS nor any MS Subsidiary has executed and delivered any contractual restrictions that preclude or materially restrict impair the ability of the Sellers or the Sold Subsidiaries to use the premises property for the purposes for which they are it is currently being used. Except as set forth used in Section 3.15(c) of connection with the Disclosure Schedules, neither MS nor any MS Subsidiary has leased or subleased any parcel or any portion of any parcel of Real Property to any other Person, nor has MS or any MS Subsidiary assigned its interest under any lease or sublease listed in Section 3.15(b) of the Disclosure Schedules to any third party. (d) MS has, or has caused to be, delivered to the Sellers true and complete copies of all leases and subleases listed in Section 3.15(b) of the Disclosure Schedules. With respect to each of such leases and subleases: (i) such lease or sublease represents the entire agreement between the respective landlord and tenant with respect to such property; Business and (ii) except as otherwise disclosed in Section 3.15(b) of the Disclosure Schedules, with respect to each such lease or sublease: (A) neither MS nor any MS Subsidiary has received any notice Significant Real Property, none of cancellation or termination under such lease or sublease and which items set forth in clauses (B) neither MS nor any MS Subsidiary has received any notice of a breach or default under such lease or sublease, which breach or default has not been cured. (e) There are no condemnation proceedings or eminent domain proceedings of any kind pending or, to the actual knowledge of MS (without investigation), threatened against the Owned Real Property. (fC), (D) To the best knowledge of MS, all improvements on the Real Property constructed by or on behalf of MS or any MS Subsidiary were constructed in material compliance with all applicable Laws (including, but not limited to, any building, planning or zoning Laws) affecting such Real Property.or

Real Property. (a) Section 3.15(a) of the Disclosure Schedules lists: (i) the street address of each parcel of Owned Real Property, Neither Seller owns fee title to any real property. (ii) Schedule 5(m)(ii) contains a complete and correct list and description of all of Sellers' Site Leases and other leases (whether oral or written) with respect to real property (collectively, the date "Leases"), including a description of all buildings, structures, improvements, transmitters, terminals and other equipment located at each of the premises underlying such Leases (collectively, the "Premises"), and all licensing arrangements and leases of personal property relating to the Business ("Personal Property Leases"), to which either Seller is a party (either as lessor, lessee, licensor or licensee). Except as set forth on Schedule 5(m) hereto, all of such Leases, Personal Property Leases, and licensing agreements are valid and in full force and effect in accordance with their respective terms and there are no existing defaults or events of default or events which each parcel with notice or lapse of Owned Real time or both would constitute defaults or which would interfere with the enjoyment by Sellers or any assignee of the benefits of such instrument or their use and enjoyment of the real or personal property. Except as set forth on Schedule 5(m)(ii), no consents are required in order to transfer any of the Leases, Personal Property was acquiredLeases or licenses to Purchaser, nor have Sellers received any notice of intent not to renew from any lessor or licensor thereunder. (iii) Except as set forth on Schedule 5(m)(iii), to Sellers' knowledge all activities and operations conducted by Sellers on the current owner of each such parcel of Owned Real PropertyPremises, and all structures, improvements and fixtures installed by Sellers on the Premises, conform to any and all applicable federal, state and local laws, ordinances and regulations, including, without limitation, zoning and building ordinances and health, environmental and safety laws, ordinances and regulations, and the Premises are zoned for the various purposes for which the Premises are currently being used. (iv) information relating to the recordation of the deed pursuant to which each such parcel of Owned Real Property was acquired and (v) the current use of each such parcel of Owned Real Property. (b) Section 3.15(b) of the Disclosure Schedules lists: (i) the street address of each parcel of Leased Real Property, (ii) the identity of the lessor, lessee and current occupant (if different from lessee) of each such parcel of Leased Real Property, (iii) the term (referencing applicable renewal periods) and fixed or basic rental payment terms of the leases (and any subleases) pertaining to each such parcel of Leased Real Property and (iv) the current use of each such parcel of Leased Real Property. (c) Except as described in Section 3.15(c) of the Disclosure Schedulesset forth on Schedule 5(m)(iv), to Sellers' Knowledge, there is no violation condition resulting from the activities of any Law relating to the Business which would adversely affect or impair the use of any of the Owned Real Property that would reasonably be expected to have a Material Adverse Effect. MS has made available to the Sellers (to the extent such copies are in MS' physical possession) true and complete copies of each deed for each parcel of Owned Real Property and, to the extent available, for each parcel of Leased Real Property and all the title insurance policies, title reports, surveys, certificates of occupancy, environmental reports and audits, appraisals and Permits relating to the Real Property, the operations of MS or any MS Subsidiary thereon or any other uses thereof. Subject to all applicable leases, either MS or a MS Subsidiary, as the case may be, is in peaceful and undisturbed possession of each parcel of Real Property and neither MS nor any MS Subsidiary has executed and delivered any contractual restrictions that preclude or materially restrict the ability to use the premises Premises for the purposes for which they Sellers are currently being used. Except as set forth using the same or which could result in Section 3.15(c) the imposition of the Disclosure Schedules, neither MS nor any MS Subsidiary has leased or subleased any parcel or any portion of any parcel of Real Property to any other Person, nor has MS or any MS Subsidiary assigned its interest under any lease or sublease listed in Section 3.15(b) of the Disclosure Schedules to any third partyliability on Purchaser. (dv) MS hasTo Sellers' Knowledge, there are no existing, pending or threatened condemnations, or has caused violations of other governmental regulations giving rise to be, delivered to pending or threatened governmental or administrative actions that will materially adversely affect or impair the Sellers true and complete copies use of all leases and subleases listed in Section 3.15(b) any of the Disclosure Schedules. With respect to each of such leases and subleases: (i) such lease or sublease represents Premises for the entire agreement between purposes for which Sellers are currently using the respective landlord and tenant with respect to such property; and (ii) except as otherwise disclosed in Section 3.15(b) of the Disclosure Schedules, with respect to each such lease or sublease: (A) neither MS nor any MS Subsidiary has received any notice of cancellation or termination under such lease or sublease and (B) neither MS nor any MS Subsidiary has received any notice of a breach or default under such lease or sublease, which breach or default has not been curedsame. (e) There are no condemnation proceedings or eminent domain proceedings of any kind pending or, to the actual knowledge of MS (without investigation), threatened against the Owned Real Property. (f) To the best knowledge of MS, all improvements on the Real Property constructed by or on behalf of MS or any MS Subsidiary were constructed in material compliance with all applicable Laws (including, but not limited to, any building, planning or zoning Laws) affecting such Real Property.

Real Property. (a) Section 3.15(a) The Seller does not own any real property. Except as set forth on Schedule 3.11(a), the Seller does not have an outstanding option or right of the Disclosure Schedules lists: (i) the street address of each parcel of Owned Real Property, (ii) the date on which each parcel of Owned Real Property was acquired, (iii) the current owner of each such parcel of Owned Real Property, (iv) information relating first refusal to the recordation of the deed pursuant to which each such parcel of Owned Real Property was acquired and (v) the current use of each such parcel of Owned Real Propertypurchase any real property or any portion thereof or interest therein. (b) Section 3.15(bOther than the Seller’s lease and sublease of certain real property in Lake Forest, California (the “Lake Forest Lease”), Schedule 3.11(b) sets forth a list of all leases of real property leased or subleased to the Seller. Except for the Lake Forest Lease and as set forth on Schedule 3.11(b), the Seller does not lease or sublease any real property. The Seller has made available to the Purchaser correct and complete copies of the Disclosure Schedules lists: Real Property Lease. With respect to the Real Property Lease: (i) no party to the street address of each parcel of Leased Real Property, lease has repudiated any provision thereof; (ii) there are no material disputes, oral agreements, or forbearance programs in effect as to the identity of the lessor, lessee and current occupant (if different from lessee) of each such parcel of Leased Real Property, lease; (iii) the term (referencing applicable renewal periods) and fixed Seller has not subleased, licensed, assigned, transferred, conveyed, mortgaged, deeded in trust, or basic rental payment terms of encumbered any interest in the leases (and any subleases) pertaining to each such parcel of Leased Real Property and leasehold; (iv) the Seller is current use on the monthly rent and all other charges due under such leases; (v) to the Seller’s Knowledge, all facilities leased have received all required approvals of each such parcel Governmental Entities (including licenses and permits) required in connection with the operation thereof as currently operated by the Seller, and to the Seller’s Knowledge have been operated and maintained in accordance with applicable Laws; and (vi) all facilities leased are supplied with utilities and other services necessary for the operation of Leased Real Propertysaid facilities as currently operated by the Seller. (c) Except as described in Section 3.15(cwith respect to the Leased Real Property: (i) to Seller’s knowledge, the current use of such property and the operation of the Disclosure SchedulesBusiness and the Acquired Assets does not violate any instrument of record or Contract affecting such property or any applicable Law in any material respect (without any fines or monetary Liabilities attached); (ii) all buildings, there is no violation of any Law relating to any of the Owned Real Property that would reasonably be expected to have a Material Adverse Effect. MS has made available to the Sellers (to the extent structures and other improvements located on such copies are in MS' physical possession) true and complete copies of each deed for each parcel of Owned Real Property andproperty, including all material components thereof, are, to the extent availableSeller’s knowledge, structurally sound, in good operating condition and repair, subject only to the provision of usual and customary maintenance provided in the Ordinary Course with respect to buildings, structures and improvements of like age and construction and all water, gas, electrical, steam, compressed air, telecommunication, sanitary and storm sewage lines and other utilities and systems serving such property are sufficient to enable the continued operation of such property as it is now operated in connection with the conduct of the Business and the Acquired Assets; (iii) except for each parcel of Leased the Real Property and all the title insurance policiesLease, title reportsthere are, surveys, certificates of occupancy, environmental reports and audits, appraisals and Permits relating to the Real PropertySeller’s knowledge, the operations of MS or any MS Subsidiary thereon or any other uses thereof. Subject to all applicable no leases, either MS subleases, licenses, concessions or a MS Subsidiaryother Contracts, as written or oral, granting to any party or parties the case may be, is in peaceful and undisturbed possession right of each parcel use or occupancy of Real Property and neither MS nor any MS Subsidiary has executed and delivered any contractual restrictions that preclude or materially restrict the ability to use the premises for the purposes for which they are currently being used. Except as set forth in Section 3.15(c) of the Disclosure Schedules, neither MS nor any MS Subsidiary has leased or subleased any parcel or any portion of any the parcel of Real Property to any other Person, nor has MS or any MS Subsidiary assigned its interest under any lease or sublease listed such property except in Section 3.15(b) favor of the Disclosure Schedules to any third party. (d) MS has, or has caused to be, delivered to the Sellers true and complete copies of all leases and subleases listed in Section 3.15(b) of the Disclosure Schedules. With respect to each of such leases and subleases: (i) such lease or sublease represents the entire agreement between the respective landlord and tenant with respect to such propertySeller; and (ii) except as otherwise disclosed in Section 3.15(b) of the Disclosure Schedules, with respect to each such lease or sublease: (A) neither MS nor any MS Subsidiary has received any notice of cancellation or termination under such lease or sublease and (Biv) neither MS nor any MS Subsidiary has received any notice of a breach or default under such lease or sublease, which breach or default has not been cured. (e) There are no condemnation proceedings or eminent domain proceedings of any kind pending orthere are, to the actual knowledge Seller’s Knowledge, no parties (other than the Seller) in possession of MS (without investigation), threatened against the Owned Leased Real Property. (f) To the best knowledge of MS, all improvements on the Real Property constructed by or on behalf of MS or any MS Subsidiary were constructed in material compliance with all applicable Laws (including, but not limited to, any building, planning or zoning Laws) affecting such Real Property.

Real Property. Exhibit 2.1.1 lists the Real Property. With respect to the Real Property: (a) Section 3.15(a) of the Disclosure Schedules lists: (i) the street address of each parcel of Owned Real Property, (ii) the date on which each parcel of Owned Real Property was acquired, (iii) the current owner of each such parcel of Owned Real Property, (iv) information relating to the recordation of the deed pursuant to which each such parcel of Owned Real Property was acquired Seller has good and (v) the current use of each such parcel of Owned Real Property. (b) Section 3.15(b) of the Disclosure Schedules lists: (i) the street address of each parcel of Leased Real Property, (ii) the identity of the lessor, lessee and current occupant (if different from lessee) of each such parcel of Leased Real Property, (iii) the term (referencing applicable renewal periods) and fixed or basic rental payment terms of the leases (and any subleases) pertaining to each such parcel of Leased Real Property and (iv) the current use of each such parcel of Leased Real Property. (c) Except as described in Section 3.15(c) of the Disclosure Schedules, there is no violation of any Law relating to any of the Owned Real Property that would reasonably be expected to have a Material Adverse Effect. MS has made available to the Sellers (to the extent such copies are in MS' physical possession) true and complete copies of each deed for each parcel of Owned Real Property and, to the extent available, for each parcel of Leased Real Property and all the marketable fee title insurance policies, title reports, surveys, certificates of occupancy, environmental reports and audits, appraisals and Permits relating to the Real Property, free and clear of all Liens and Encumbrances or other restriction, except for: (I) installments of general property taxes and special assessments not yet delinquent and other statutory liens (if any); (II) recorded easements (including utility easements), covenants, zoning restrictions and other restrictions of record; and (III) any matters shown on the operations Survey to be delivered in accordance with this Agreement; (b) The Real Property has access to public roads and is supplied with utilities and other services necessary and adequate for the conduct of MS Seller's business as now conducted or any MS Subsidiary thereon or any other uses thereof. Subject as presently proposed to all applicable leasesbe conducted, either MS or a MS Subsidiaryincluding electricity, as potable water, telephone, and sewage; and the case may be, is in peaceful and undisturbed possession of each parcel parcels of Real Property located on the west side of Marietta Street, and neither MS nor any MS Subsidiary has executed at Avon Avenue, have direct access to an operational railroad spur and delivered any contractual restrictions that preclude or materially restrict the ability to use the premises for the purposes for which they are currently being used. Except as set forth in Section 3.15(c) of the Disclosure SchedulesSeller's Knowledge, neither MS nor any MS Subsidiary has leased or subleased any parcel or any portion of any parcel of Real Property to any other Person, nor has MS or any MS Subsidiary assigned its interest under any lease or sublease listed in Section 3.15(b) of the Disclosure Schedules to any third party. (d) MS has, or has caused to be, delivered to the Sellers true and complete copies of all leases and subleases listed in Section 3.15(b) of the Disclosure Schedules. With respect to each of such leases and subleases: (i) such lease or sublease represents the entire agreement between the respective landlord and tenant there is no upcoming change with respect to such property; andmatters; (iic) except as otherwise disclosed To Seller's Knowledge, Seller is not in Section 3.15(b) violation of any applicable zoning ordinance or other law, regulation or requirement relating to the operation of any of the Disclosure SchedulesReal Property, with respect to each such lease or sublease: (A) and neither MS any Shareholder nor any MS Subsidiary Seller has received any notice of cancellation any such violation or termination under such lease the existence of any condemnation proceeding with respect to any of the Real Property; (d) There are no leases, subleases, licenses, contracts, rights of first approval, concessions or sublease and (B) neither MS nor other agreements granting to any MS Subsidiary has received Person or Persons the right of use, occupancy, or possession of any notice of a breach or default under such lease or sublease, which breach or default has not been cured.the Real Property; (e) There are no condemnation proceedings outstanding options or eminent domain proceedings rights of any kind pending or, first refusal to purchase the actual knowledge of MS (without investigation), threatened against the Owned Real Property., or any portion thereof or interest therein; (f) To the best knowledge Seller's Knowledge there are no improvements made or contemplated to be made by any public or private authority, the costs of MS, all improvements on which are to be assessed as special taxes or assessments against any of the Real Property constructed and there are no present assessments; and (g) No Lien, Encumbrance or other restriction which is not disclosed in the preliminary title report delivered by the Title Company but which is by the Survey upon its completion shall have a material adverse impact on the Buyer's conduct of the Business in the Ordinary Course of Business after the Closing, and to Seller's Knowledge there are no Liens or on behalf of MS Encumbrances with respect to the Real Property except as disclosed in the Preliminary Title Report or any MS Subsidiary were constructed as set forth in material compliance with all applicable Laws Section 5.1.8(a)(I) or (including, but not limited to, any building, planning or zoning Laws) affecting such Real PropertyII).

Real Property. (a) Subject in all respects to the priorities set forth in Section 3.15(a) 2.17 and to the Carve-Out, each of the Disclosure Schedules lists: (i) the street address of each parcel of Owned Real Property, (ii) the date on which each parcel of Owned Real Property was acquired, (iii) the current owner of each such parcel of Owned Real Property, (iv) information relating Debtor Loan Parties shall grant to the recordation Administrative Agent, for the benefit of the deed pursuant to which each such parcel of Owned Real Property was acquired Secured Parties a security interest in, and (v) the current use of each such parcel of Owned Real Property. (b) Section 3.15(b) mortgage on, all of the Disclosure Schedules lists: (i) the street address of each parcel of Leased Real Propertyright, (ii) the identity title and interest of the lessorDebtor Loan Parties in all real property, lessee and current occupant (if different from lessee) of any, owned or leased by the Debtor Loan Parties, together in each such parcel of Leased Real Property, (iii) the term (referencing applicable renewal periods) and fixed or basic rental payment terms case with all of the leases (right, title and any subleases) pertaining to each such parcel of Leased Real Property and (iv) the current use of each such parcel of Leased Real Property. (c) Except as described in Section 3.15(c) interest of the Disclosure SchedulesDebtor Loan Parties in and to all buildings, there is no violation of improvements, and fixtures related thereto, any Law lease or sublease thereof, all general intangibles relating to thereto and all proceeds thereof, in any of the Owned Real Property that would reasonably be expected to have a Material Adverse Effect. MS has made available to the Sellers (to the extent such copies are in MS' physical possession) true and complete copies of each deed for each parcel of Owned Real Property andcase, to the extent availableany of the foregoing do not constitute Excluded Property or other assets expressly excluded pursuant to the terms of the Financing Orders; provided that (i) prior to the entry of the Final Financing Order, such grant with respect interests in leases and leaseholds shall be limited to proceeds of interests in leases and leasehold and (ii) no real property interests of any Debtor Loan Party shall constitute Collateral until the requirements set forth in Schedule 6.14(b) have been satisfied with respect to such real property to the satisfaction of the Lenders, and from and after the satisfaction thereof such real property shall automatically and without further action by any Loan Party, any Secured Party or the Bankruptcy Court constitute Collateral of such Debtor Loan Party for all purposes of the Loan Documents. The Borrower acknowledges that, pursuant to the Financing Orders, the security interests and Liens in favor of the Administrative Agent, for each parcel the benefit of Leased Real Property the Secured Parties, in all of such real property and all leasehold interests shall be perfected without the title insurance policies, title reports, surveys, certificates recordation of occupancy, environmental reports any instruments of mortgage or assignment and audits, appraisals the Administrative Agent and Permits relating to the Real Property, Lenders shall have the operations benefits of MS or any MS Subsidiary thereon or any other uses thereof. Subject to all applicable leases, either MS or a MS Subsidiary, as the case may be, is in peaceful and undisturbed possession of each parcel of Real Property and neither MS nor any MS Subsidiary has executed and delivered any contractual restrictions that preclude or materially restrict the ability to use the premises for the purposes for which they are currently being used. Except Financing Orders as set forth in Section 3.15(c) 4.01(j). The Borrower agrees that, upon the reasonable request of the Disclosure SchedulesAdministrative Agent, neither MS nor any MS Subsidiary has leased or subleased any parcel or any portion of any parcel of Real Property to any other Person, nor has MS or any MS Subsidiary assigned its interest under any lease or sublease listed the Loan Parties shall promptly enter into separate fee mortgages in Section 3.15(b) of the Disclosure Schedules to any third party. (d) MS has, or has caused to be, delivered to the Sellers true and complete copies of all leases and subleases listed in Section 3.15(b) of the Disclosure Schedules. With respect to each of such leases and subleases: (i) such lease or sublease represents the entire agreement between the respective landlord and tenant recordable form with respect to such property; and (ii) except as otherwise disclosed in Section 3.15(b) of the Disclosure Schedules, with respect to each such lease or sublease: (A) neither MS nor any MS Subsidiary has received any notice of cancellation or termination under such lease or sublease and (B) neither MS nor any MS Subsidiary has received any notice of a breach or default under such lease or sublease, which breach or default has not been cured. (e) There are no condemnation proceedings or eminent domain proceedings of any kind pending or, properties on terms reasonably satisfactory to the actual knowledge of MS (without investigationAdministrative Agent to the extent required by Section 6.14(b), threatened against the Owned Real Property. (f) To the best knowledge of MS, all improvements on the Real Property constructed by or on behalf of MS or any MS Subsidiary were constructed in material compliance with all applicable Laws (including, but not limited to, any building, planning or zoning Laws) affecting such Real Property.

Real Property. (a) Section 3.15(a4.11(a) of the Sellers Disclosure Schedules lists: contains a true and complete list, as of the Execution Date, of all real property owned in fee by any Acquired Company and all real property subject to any lease, easement, license, right-of-way, franchise, or similar Contract in which any Acquired Company has an interest, or use or occupancy right, in each case, on which an electrical substation and associated co-located facilities and equipment necessary for its operation are located (i) the street address of each parcel of Owned “Material Real Property, (ii) the date on which each parcel of Owned Real Property was acquired, (iii) the current owner of each such parcel of Owned Real Property, (iv) information relating to the recordation of the deed pursuant to which each such parcel of Owned Real Property was acquired and (v) the current use of each such parcel of Owned Real Property”). (b) Except as set forth in Section 3.15(b4.11(b) of the Sellers Disclosure Schedules lists: Schedules, each applicable Acquired Company has good, marketable, and valid title to all real property owned in fee by any Acquired Company, or a valid leasehold easement, license, right-of-way, franchise, or similar use or occupancy right or interest in all real property subject to any lease, easement, license, right-of-way, franchise or similar Contract in which any Acquired Company has an interest, or use or occupancy right, in each case, necessary for the operation of the business of the Acquired Companies as currently conducted (i) the street address of each parcel of Leased “Real Property”), (ii) the identity free and clear of the lessorall Liens, lessee and current occupant (if different from lessee) of each such parcel of Leased Real Property, (iii) the term (referencing applicable renewal periods) and fixed or basic rental payment terms of the leases (and any subleases) pertaining to each such parcel of Leased Real Property and (iv) the current use of each such parcel of Leased Real Propertyother than Permitted Liens. (c) Except as described in Section 3.15(c) of the Disclosure Schedules, there is no violation of any Law relating to any of the Owned Real Property that would reasonably be expected to have a Material Adverse Effect. MS Such Seller has made available to the Sellers Buyer (to the extent such copies are in MS' physical possessioni) true and complete copies of each deed for each parcel of Owned all deeds, title insurance policies together with all endorsements thereto and title reports with respect to the Material Real Property and, to the extent available, for each parcel of Leased Real Property and all the title insurance policies, title reports, surveys, certificates of occupancy, environmental reports and audits, appraisals and Permits relating to the Real Property, the operations of MS owned in fee by any Acquired Company in such Seller’s possession or any MS Subsidiary thereon or any other uses thereof. Subject to all applicable leases, either MS or a MS Subsidiary, control as the case may be, is in peaceful and undisturbed possession of each parcel of Real Property and neither MS nor any MS Subsidiary has executed and delivered any contractual restrictions that preclude or materially restrict the ability to use the premises for the purposes for which they are currently being used. Except as set forth in Section 3.15(c) of the Disclosure SchedulesExecution Date, neither MS nor any MS Subsidiary has leased and (ii) originals or subleased any parcel or any portion of any parcel of Real Property to any other Person, nor has MS or any MS Subsidiary assigned its interest under any lease or sublease listed in Section 3.15(b) of the Disclosure Schedules to any third party. (d) MS has, or has caused to be, delivered to the Sellers true and complete copies of all leases and subleases listed in Section 3.15(b) of the Disclosure Schedules. With respect to each of such leases and subleases: (i) such lease leases, easements, licenses, rights-of-way, franchise agreements or sublease represents the entire agreement between the respective landlord and tenant similar Contracts with respect to the Material Real Property subject to any lease, easement, license, right-of-way, franchise or similar Contract in which any Acquired Company has an interest, or use or occupancy right, together with all material amendments and modifications thereto, in each case, in effect and in such property; and (ii) except Seller’s possession or control as otherwise disclosed in Section 3.15(b) of the Disclosure Schedules, with respect to each such lease or sublease: (A) neither MS nor any MS Subsidiary has received any notice of cancellation or termination under such lease or sublease and (B) neither MS nor any MS Subsidiary has received any notice of a breach or default under such lease or sublease, which breach or default has not been curedExecution Date. (ed) There are no condemnation proceedings No Acquired Company has entered into any subleases, concessions or eminent domain proceedings other similar Contracts granting or assigning to any Person other than an Acquired Company the right to use or occupy any of any kind pending or, to the actual knowledge of MS (without investigation), threatened against the Owned Real Property. (f) To the best knowledge of MS, all improvements on the Real Property constructed by except as would not, individually or on behalf in the aggregate, reasonably be expected to materially impair the ability of MS the Acquired Companies (taken as a whole) to operate in the ordinary course of business. No Acquired Company has granted or assigned to any MS Subsidiary were constructed in material compliance with Person other than an Acquired Company any options or rights of first refusal to purchase, lease, or otherwise acquire all applicable Laws (including, but not limited to, or a portion of any building, planning or zoning Laws) affecting such of the Real Property, except as would not, individually or in the aggregate, reasonably be expected to materially impair the ability of the Acquired Companies (taken as a whole) to operate in the ordinary course of business.

Real Property. (ai) Exhibit A hereto sets forth a true and complete list of the land constituting Owned Real Estate. Certain of the sites listed on Exhibit A hereto include lands, buildings or space leased by a Seller and used in connection with Owned Real Estate, the Leasehold Interests in respect of which are included in the representations in Section 3.15(a6(h)(ii) hereof. Sellers own good and marketable fee simple title to the Owned Real Estate, free and clear of all mortgages, liens, security interests, easements, restrictive covenants, rights-of-way, encroachments and other encumbrances, except (A) Permitted Liens; (B) liens, security interests, easements, Real Estate Agreements, restrictive covenants, rights-of-way, encroachments, purchase options, rights of first refusal or first offer, and other encumbrances and matters that are included in or disclosed by the documents relating to each parcel of Real Estate made available to Buyer on or before May 28, 2004, shown (whether or not deleted or insured over) on any title insurance commitment made available to Buyer on or before May 28, 2004 (the “Title Commitments”), or of record; (C) any conditions that may be shown by a current, accurate survey or physical inspection of the Owned Real Estate; and (D) (1) platting, subdivision, zoning, building and other similar restrictions, (2) easements, restrictive covenants, rights-of-way, encroachments and other similar encumbrances not of record, and (3) reservations of coal, oil, gas, minerals and mineral interests, none of which items set forth in clauses (C) and (D) individually or in the aggregate materially interferes with the continued use and operation of the Owned Real Estate substantially in the manner in which the Owned Real Estate is currently used and operated (collectively, “Owned Permitted Exceptions”). The marketability of title to the Owned Real Estate shall be subject to the Owned Permitted Exceptions. Notwithstanding anything in this Agreement, except for the Uniform Short Form Mortgage dated May 14, 2001 encumbering the ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ store in St. ▇▇▇▇, Minnesota, the Owned Real Estate shall be conveyed to Buyer free and clear of all mortgages and deeds of trust. (ii) Exhibit B hereto sets forth a true and complete list of the land constituting Leased Real Estate. Assuming good and marketable fee title vested in the landlord, and subject to any defects in or other matters affecting the landlord’s title, Sellers own good and marketable leasehold estates in all Leasehold Interests and in all Leased Real Estate, free and clear of all mortgages, liens, security interests, easements, restrictive covenants, rights-of-way, encroachments and other encumbrances, except (A) Permitted Liens; (B) easements, Real Estate Agreements, restrictive covenants, rights-of-way, encroachments, purchase options, lease-termination options, rights of first refusal or first offer, and other encumbrances and matters that are included in or disclosed by the documents relating to each parcel of Real Estate made available to Buyer on or before May 28, 2004, shown (whether or not deleted or insured over) on any Title Commitment, or of record; (C) any conditions that may be shown by a current, accurate survey or physical inspection of the Leased Real Estate; (D) mortgages, liens, security interests or encumbrances that have been placed by any developer, landlord or other third party on any Leased Real Estate; and (E) (1) platting, subdivision, zoning, building and other similar restrictions, and (2) easements, restricted covenants, rights-of-way, encroachments and other similar encumbrances not of record, none of which items set forth in clauses (C) and (E) individually or in the aggregate materially interferes with the continued use and operation of the Leased Real Estate substantially in the manner in which the Leased Real Estate is currently used and operated (the “Leased Permitted Exceptions,” and, together with the Owned Permitted Exceptions, the “Permitted Exceptions”). The marketability of Sellers’ leasehold estates shall be subject to the Leased Permitted Exceptions. Notwithstanding anything in this Agreement, the Leasehold Interests shall be conveyed to Buyer free and clear of all mortgages and deeds of trust. (iii) There are no eminent domain proceedings pending (with respect to which the Company has been notified) or, to the Knowledge of the Company, threatened against any Real Estate or any material portions thereof. The Company has made available to Buyer, with respect to the Owned Real Estate, true and correct copies of the Title Commitments described in Section 6(h) of the Disclosure Schedules lists: (i) Schedule. Sellers do not own or lease any real estate primarily related to the street address of each parcel of Owned Business except for the Real Property, (ii) the date on which each parcel of Owned Real Property was acquired, (iii) the current owner of each such parcel of Owned Real Property, Estate. (iv) information relating Notwithstanding anything to the recordation contrary in this Agreement or in any certificate or instrument delivered pursuant hereto, no representation or warranty is made herein as to whether any consents, approvals, waivers, agreements or actions of, or (with or without lapse of time) notice to, third parties (including governmental authorities), or fulfillment of any conditions, are needed in connection with the transfer of the deed Real Estate, the Real Estate Agreements or any of the Permitted Exceptions pursuant to which each such parcel this Agreement or the operation by Buyer of Owned the Business on the Real Property was acquired and Estate after the Cut-Off Date. (v) the current use of each such parcel of Owned Real Property. (b) Section 3.15(b6(h)(v) of the Disclosure Schedules lists: (i) Schedule sets forth certain statutory disclosures relating to the street address of each parcel of Leased Owned Real Property, (ii) Estate required by the identity of states in which the lessor, lessee and current occupant (if different from lessee) of each such parcel of Leased Owned Real Property, (iii) the term (referencing applicable renewal periods) and fixed or basic rental payment terms of the leases (and any subleases) pertaining to each such parcel of Leased Real Property and (iv) the current use of each such parcel of Leased Real PropertyEstate is located. (cvi) Except as described Copies (which to the Company’s Knowledge are true, complete and correct in Section 3.15(call material respects) of the Disclosure SchedulesReal Estate Agreements (which term, for purposes of this Section 6(h)(vi) only, shall be deemed to include the leases pertaining to the Leased Real Estate and other agreements related to the Real Estate and the Leasehold Interests) within Sellers’ possession, including all amendments and supplements to each, have been heretofore provided by Sellers to Buyer, and to the Company’s Knowledge, there are no material agreements pertaining to the Real Estate that have not heretofore been provided by Sellers to Buyer. To the Company’s Knowledge, Sellers are not in default under or in violation of any of the terms or conditions of any of the Real Estate Agreements and there is no violation event that, but for the passing of any Law relating to time or the giving of notice, or both, would constitute an event of default by Sellers under any of the Owned Real Property that would reasonably be expected to have a Material Adverse Effect. MS has made available to the Sellers (to the extent such copies are in MS' physical possession) true terms and complete copies conditions of each deed for each parcel of Owned Real Property and, to the extent available, for each parcel of Leased Real Property and all the title insurance policies, title reports, surveys, certificates of occupancy, environmental reports and audits, appraisals and Permits relating to the Real PropertyEstate Agreement that individually or in the aggregate, materially interferes with the operations of MS or any MS Subsidiary thereon or any other uses thereof. Subject to all applicable leases, either MS or a MS Subsidiary, as the case may be, is in peaceful continued use and undisturbed possession of each parcel of Real Property and neither MS nor any MS Subsidiary has executed and delivered any contractual restrictions that preclude or materially restrict the ability to use the premises for the purposes for which they are currently being used. Except as set forth in Section 3.15(c) operation of the Disclosure Schedules, neither MS nor any MS Subsidiary has leased or subleased any parcel or any portion of any parcel of Real Property to any other Person, nor has MS or any MS Subsidiary assigned its interest under any lease or sublease listed Estate substantially in Section 3.15(b) of the Disclosure Schedules to any third partymanner in which the Real Estate is currently used and operated. (dvii) MS has, or has caused to be, delivered to The Company is not making any representation regarding the Sellers true and complete copies of all leases and subleases listed in Section 3.15(b) of real estate constituting the Disclosure Schedules. With respect to each of such leases and subleases: (i) such lease or sublease represents the entire agreement between the respective landlord and tenant with respect to such property; and (ii) State Street ▇▇▇▇▇▇▇▇ ▇▇▇▇▇’▇ store except as otherwise disclosed in Section 3.15(b) of the Disclosure Schedules, with respect to each such lease or sublease: (A) neither MS nor any MS Subsidiary has received any notice the representation in Section 6(h)(ii) as of cancellation or termination under such lease or sublease the date of this Agreement, which representation, for purposes of Sections 5(a)(i) and 5(a)(iii) hereof, shall be deemed to be true and correct only as of the date of this Agreement and not immediately prior to the Closing and (B) neither MS nor any MS Subsidiary has received any notice of a breach or default under such lease or subleasethe representation in Section 6(h)(i), which breach or default has not been cured. (erepresentation, for purposes of Sections 5(a)(i) There are no condemnation proceedings or eminent domain proceedings of any kind pending orand 6(h)(i), shall be deemed to be true and correct only immediately prior to the actual knowledge Closing and not as of MS (without investigation)the date of this Agreement. For purposes of this Agreement, threatened against the ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇’▇ store shall be deemed to be Leased Real Estate as of the date of this Agreement and Owned Real PropertyEstate as of the Closing Date. (f) To the best knowledge of MS, all improvements on the Real Property constructed by or on behalf of MS or any MS Subsidiary were constructed in material compliance with all applicable Laws (including, but not limited to, any building, planning or zoning Laws) affecting such Real Property.

Real Property. (a) Section 3.15(a) of the Disclosure Schedules lists: (i) the street address of each parcel of Owned Real Property, (ii) the date on which each parcel of Owned Real Property was acquired, (iii) the current owner of each such parcel of Owned Real Property, (iv) information relating to the recordation of the deed pursuant to which each such parcel of Owned Real Property was acquired and (v) the current use of each such parcel of Owned Real PropertyThe Company does not own any real property. (b) Section 3.15(bSchedule 3.72(b) hereto sets forth a complete list of all real property leased by the Disclosure Schedules lists: Company or any Subsidiary (i) the street address of each parcel of "Leased Real Property" and all other rights, (ii) the identity licenses and interests of the lessor, lessee Company and current occupant (if different from lessee) of each such parcel of Leased the Subsidiaries in real property are collectively referred to herein as the "Real Property"). The Company has made available to Holding true and correct copies of all leases, (iii) subleases and licenses in the term (referencing applicable renewal periods) and fixed Company's or basic rental payment terms any Subsidiary's possession relating to any of the leases (and any subleases) pertaining to each such parcel Real Property. None of Leased the Real Property reflected in the Balance Sheet has been disposed of, and (iv) no Real Property has been acquired by the current use Company or any Subsidiary since the date of each such parcel of Leased Real Propertythe Balance Sheet. (c) Except for (i) liens disclosed on Schedule 3.7(c) hereto, (ii) liens for current Taxes (as described defined in Section 3.15(c3.18(h)) not yet delinquent and duly accrued for on the Balance Sheet, or, if more recent, otherwise accrued for in the Company's books and records, (iii) covenants, conditions and restrictions of record, none of which materially impairs the use of such property in the manner currently used or impairs the ability of the Disclosure SchedulesCompany or any Subsidiary to deliver good title to such Real Property, and (iv) any mechanic's, workmen's, repairmen's, materialmen's, contractor's, warehousemen's, carrier's, supplier's or vendor's lien, if payment is not yet due on the underlying obligation and duly accrued for on the Balance Sheet, or, if more recent, otherwise accrued for in the Company's books and records (the "Permitted Liens"), the Company or a Subsidiary has a valid leasehold interest in all Leased Real Property, free and clear of any mortgage, pledge, security interest, lien, claim, charge, license, conditional sales contract, restriction, reservation, option, right of first refusal or other encumbrance of any nature whatsoever (collectively, "Encumbrances"). Except as set forth on Schedule 3.7(c), the Company or a Subsidiary has good title to all structures, plants, leasehold improvements, systems, fixtures and other property located on or about any of the Leased Real Property and which are owned by the Company or a Subsidiary, as reflected in the Balance Sheet or otherwise used by the Company or a Subsidiary, free and clear of any Encumbrances except for Permitted Liens, and none of such assets is subject to any Contract (as defined in Section 3.13) for its use by any Person other than the Company or a Subsidiary. (d) Each of the leases and subleases relating to the Leased Real Property is in full force and effect, there is no violation material default by the Company or a Subsidiary (or to the knowledge of the Company, by the lessor) under any Law relating such lease or sublease, and, except as set forth on Schedule 3.7(d), each such lease and sublease will remain in full force and effect following the Closing without any modification in the rights or obligations of the parties under any such lease or sublease. (e) Except as set forth on Schedule 3.7(e) hereto, no work has been performed on or with respect to or in connection with any of the Owned Real Property that would reasonably be expected to have a Material Adverse Effect. MS has made available to the Sellers (to the extent cause such copies are in MS' physical possession) true and complete copies of each deed for each parcel of Owned Real Property andto become subject to any additional mechanic's, to the extent availablematerialmen's, for each parcel workmen's, repairmen's, carrier's or similar Encumbrance aggregating in excess of Leased Real Property NLG 100,000. (f) The structures, plants, improvements, systems and all the title insurance policiesfixtures (including, title reportswithout limitation, surveysstorage tanks or other impoundment vessels, certificates of occupancy, environmental reports and audits, appraisals and Permits relating to the Real Property, the operations of MS whether above or any MS Subsidiary thereon or any other uses thereof. Subject to all applicable leases, either MS or a MS Subsidiary, as the case may be, is in peaceful and undisturbed possession of below ground) located on each parcel of Real Property comply in all material respects with all applicable laws, ordinances, rules, regulations and neither MS nor any MS Subsidiary has executed similar governmental and delivered any contractual restrictions that preclude or materially restrict the ability to use the premises for regulatory requirements, and are in good operating condition and repair, ordinary wear and tear excepted. Each such parcel of Real Property (in view of the purposes for which they it is currently used) conforms in all material respects with all covenants or restrictions of record and conforms with all applicable building codes and zoning requirements and there is not, to the knowledge of the Management Shareholders, any proposed change in any such governmental or regulatory requirements or in any such zoning requirements. All existing material electrical, plumbing, fire sprinkler, lighting, air conditioning, heating, ventilation, elevator and other mechanical systems located in or about the Real Property are in good operating condition and repair, ordinary wear and tear excepted. (g) The Real Property includes all material easements, rights-of-way and similar rights necessary to conduct the Company's and its Subsidiaries' business as presently conducted and to use all of their Real Property as currently being used. No such material easement or right will be breached by, nor will any party thereto be given a right of termination as a result of, the transactions contemplated by this Agreement. (h) Except as set forth on Schedule 3.7(h) the Company and its Subsidiaries do not have any continuing liability in Section 3.15(c) of the Disclosure Schedules, neither MS nor any MS Subsidiary has leased or subleased any parcel or any portion respect of any parcel other property formerly owned or occupied by them either as the original contracting party or by virtue of Real Property to any direct covenant having been given or under any guarantee agreement or as surety for the obligations of any other Person, nor has MS or any MS Subsidiary assigned its interest under any lease or sublease listed person in Section 3.15(b) of the Disclosure Schedules to any third party. (d) MS has, or has caused to be, delivered to the Sellers true and complete copies of all leases and subleases listed in Section 3.15(b) of the Disclosure Schedules. With respect to each of such leases and subleases: (i) such lease or sublease represents the entire agreement between the respective landlord and tenant with respect to such property; and (ii) except as otherwise disclosed in Section 3.15(b) of the Disclosure Schedules, with respect to each such lease or sublease: (A) neither MS nor any MS Subsidiary has received any notice of cancellation or termination under such lease or sublease and (B) neither MS nor any MS Subsidiary has received any notice of a breach or default under such lease or sublease, which breach or default has not been cured. (e) There are no condemnation proceedings or eminent domain proceedings of any kind pending or, to the actual knowledge of MS (without investigation), threatened against the Owned Real Property. (fi) To There is no matter of which the best knowledge Company and its Subsidiaries is or ought to be aware on reasonable enquiry which adversely affects the commercial use of MS, all improvements on the any Real Property constructed by or on behalf of MS or any MS Subsidiary were constructed in material compliance with all applicable Laws (including, but not limited to, any building, planning or zoning Laws) affecting such Real Propertythe Company.

Real Property. (a) Section 3.15(a) of the Disclosure Schedules lists: (i) the street address of each parcel of Owned Real Property, (ii. Schedule 4.24(a) the date on which each parcel of Owned Real Property was acquired, (iii) the current owner of lists and describes briefly all real property that any ▇▇▇▇▇ Party owns. With respect to each such parcel of Owned Real Propertyowned real property: (1) the relevant ▇▇▇▇▇ Party has good and marketable title to the parcel of real property, free and clear of any Encumbrances (ivother than Permitted Encumbrances), except as set forth on Schedule 4.24(a)(1); (2) information there are no pending, or to the knowledge of ▇▇▇▇▇, GSAC, the Subsidiaries and Matrix, Threatened condemnation Proceedings relating to the recordation property or other matters affecting materially and adversely the current use, occupancy or value thereof; (3) the legal description for the parcel contained in the deed thereof describes such parcel fully and adequately, the buildings and improvements are located within the boundary lines of the deed pursuant described parcels of land, are not in violation of applicable setback requirements, zoning laws and ordinances (and none of the properties or buildings or improvements thereon are subject to "permitted non-conforming use" or "permitted non-conforming structure" classifications), and do not encroach on any easement which may burden the land, and the land does not serve any adjoining property for any purpose inconsistent with the use of the land, and the property is not located within any flood plain or subject to any similar type restriction for which any permits or licenses necessary to the use thereof have not been obtained; (4) except for those environmental permits expressly referred to in the Environmental Work Plan as having been received or applied for by ▇▇▇▇▇ after the Effective Date, all facilities have received all Governmental Authorizations required in connection with the ownership or operation thereof and have been operated and maintained in accordance with all applicable Legal Requirements; (5) there are no leases, subleases, licenses, concessions or other agreements, written or oral, granting to any other Person the right of use or occupancy of any portion of the parcel of real property; (6) there are no outstanding options or rights of first refusal to purchase the parcel of real property, or any portion thereof or interest therein, other than the Broad Street Property Agreement and the Fayetteville Road Property Agreement described in Section 6.17; (7) there are no Persons (other than ▇▇▇▇▇) or Governmental Bodies in possession of the parcel of real property, other than tenants under any leases disclosed in Schedule 4.24 (a) who are in possession of space to which each such they are entitled; (8) all facilities located on the parcel of Owned Real Property was acquired real property are supplied with utilities and (v) other services necessary for the current use operation of each such facilities, including gas, electricity, water, telephone, sanitary sewer, and storm sewer, all of which services are adequate in accordance with all applicable Legal Requirements and are provided via public roads or via permanent, irrevocable, appurtenant easements benefitting the parcel of Owned Real Propertyreal property; and (9) each parcel of real property abuts on and has direct vehicular access to a public road, or has access to a public road via a permanent, irrevocable, appurtenant easement benefitting the parcel of real property, and access to the property is provided by paved public right-of-way with adequate curb cuts available. (b) Section 3.15(b) of the Disclosure Schedules lists: (i) the street address of each parcel of Leased Real Property, (ii. Schedule 4.24(b) the identity of the lessor, lessee lists and current occupant (if different from lessee) of each such parcel of Leased Real Property, (iii) the term (referencing applicable renewal periods) and fixed describes briefly all real property leased or basic rental payment terms of the leases subleased to any ▇▇▇▇▇ Party (and any subleases) pertaining all related lease and sublease agreements), and also identifies the leased or subleased properties for which title insurance policies are to each such parcel of Leased Real Property and (iv) the current use of each such parcel of Leased Real Property. (c) Except as described be procured in accordance with Section 3.15(c) of the Disclosure Schedules, there is no violation of any Law relating 64. ▇▇▇▇▇ has delivered to any of the Owned Real Property that would reasonably be expected to have a Material Adverse Effect. MS has made available to the Sellers (to the extent such copies are in MS' physical possession) true ▇▇▇▇▇▇▇▇ correct and complete copies of each deed for each parcel of Owned Real Property and, to the extent available, for each parcel of Leased Real Property and all the title insurance policies, title reports, surveys, certificates of occupancy, environmental reports and audits, appraisals and Permits relating to the Real Property, the operations of MS or any MS Subsidiary thereon or any other uses thereof. Subject to all applicable leases, either MS or a MS Subsidiary, as the case may be, is in peaceful and undisturbed possession of each parcel of Real Property and neither MS nor any MS Subsidiary has executed and delivered any contractual restrictions that preclude or materially restrict the ability to use the premises for the purposes for which they are currently being used. Except as set forth in Section 3.15(c) of the Disclosure Schedules, neither MS nor any MS Subsidiary has leased or subleased any parcel or any portion of any parcel of Real Property to any other Person, nor has MS or any MS Subsidiary assigned its interest under any lease or sublease listed in Section 3.15(b) of the Disclosure Schedules to any third party. (d) MS has, or has caused to be, delivered to the Sellers true and complete copies of all leases and subleases listed in Section 3.15(b) of the Disclosure SchedulesSchedule 4.24(b), as amended. With respect to each of such leases lease and subleases:sublease agreement listed in Schedule 4.24(b): (i1) such there are no disputes, oral agreements, or forbearance programs in effect as to the lease or sublease represents sublease; (2) the entire agreement between relevant ▇▇▇▇▇ Party has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the respective landlord leasehold or subleasehold; (3) all facilities leased or subleased thereunder have received all approvals of Governmental Authorities (including licenses and tenant permits) required in connection with respect to such propertythe operation thereof and have been operated and maintained in accordance with all Legal Requirements; (4) all facilities leased or subleased thereunder are supplied with utilities and other services necessary for the operation of said facilities; and (ii5) except as otherwise disclosed in Section 3.15(b) to the knowledge of ▇▇▇▇▇, GSAC, the Subsidiaries and Matrix, the owner of the Disclosure Schedulesfacility leased or subleased has good and marketable title to the parcel of real property, with respect to each such lease or sublease: (A) neither MS nor any MS Subsidiary has received any notice of cancellation or termination under such lease or sublease free and (B) neither MS nor any MS Subsidiary has received any notice of a breach or default under such lease or sublease, which breach or default has not been cured. (e) There are no condemnation proceedings or eminent domain proceedings clear of any kind pending orEncumbrance, to except for installments of special assessments not yet delinquent and recorded easements, covenants, and other restrictions which do not materially impair the actual knowledge current use, occupancy, or value, or the marketability of MS (without investigation)title, threatened against of the Owned Real Propertyproperty subject thereto. (f) To the best knowledge of MS, all improvements on the Real Property constructed by or on behalf of MS or any MS Subsidiary were constructed in material compliance with all applicable Laws (including, but not limited to, any building, planning or zoning Laws) affecting such Real Property.

Real Property. (a) Section 3.15(aSchedule 4.6(a) includes a description of the Disclosure Schedules lists: all (i) patented mining claims and other fee interests in real property held by each Seller (collectively, the street address of each parcel of Owned Real PropertyFee Properties), and (ii) unpatented mining claims held by each Seller (collectively, the date on which each parcel of Owned Real Property was acquired, (iiiUnpatented Claims). There are no leases or leasehold interests covering the Fee Properties or the Unpatented Claims. The Fee Properties and the Unpatented Mining Claims are referred to collectively in this Agreement as the Properties. Schedule 4.6(a) the current owner of each such parcel of Owned Real Property, (iv) information relating to the recordation identifies all of the deed pursuant to which each such parcel of Owned Real Property was acquired patented mining claims, other fee interests and (v) unpatented mining claims that are used in connection with or are associated with the current use of each such parcel of Owned Real PropertyProperties. (b) Section 3.15(b) Each Seller owns good and marketable title to the Fee Properties listed opposite its name in Schedule 4.6(a), excepting therefrom the Non-Project Claims concerning which Seller makes no warranty except its good faith belief of ownership of the Disclosure Schedules lists: (i) the street address of each parcel of Leased Real Property, (ii) the identity of the lessor, lessee and current occupant (if different from lessee) of each such parcel of Leased Real Property, (iii) the term (referencing applicable renewal periods) and fixed or basic rental payment terms of the leases (and any subleases) pertaining to each such parcel of Leased Real Property and (iv) the current use of each such parcel of Leased Real Propertyrecord title. (c) Except as Regarding the Unpatented Claims, Seller represents the following: (i) The claims were located in accordance with applicable federal and state laws and regulations; Seller makes the foregoing representation to its knowledge in respect of the unpatented mining claims which were located by third parties. Seller has no personal knowledge of the actions taken by third party locaters in the chain of title; (ii) From May 23, 2003 to the Closing, all assessment work requirements for the claims have been performed, all filings and recordings of proof of performance have been completed and all federal, state and other applicable annual unpatented mining claim maintenance filing and rental fees have been paid; (iii) The claims are in good standing, and Seller holds record title to the claims subject to the paramount title of the U.S. and other matters of title disclosed in writing by Seller; (iv) Seller has the authority and the right to convey the interests described in Section 3.15(cthis Agreement; (v) The claims are free and clear of all liens, claims, encumbrances, production royalties and security interests created by, through or under Seller, except as otherwise provided in Schedules 4.4 and 4.6(d) of this Agreement or disclosed in writing by Seller, or in the Disclosure SchedulesSecond Amended Preliminary Title Report of Cow County Title Co. dated March 20, there is 2014. (vi) Seller makes no violation representation or warranty concerning the discovery or presence of any Law relating to any valuable minerals on the unpatented mining claims which comprise all or a portion of the Owned Real Property that would reasonably be expected Properties. In respect of unpatented mining claims located by third parties, Seller makes the representations in Sections 4.6(c)(i) and 4.6(c)(ii) (regarding annual assessment work) to have a Material Adverse Effect. MS has made available to the Sellers Seller’s best knowledge. (to the extent such copies are in MS' physical possessiond) true and complete copies of each deed for each parcel of Owned Real Property and, to the extent available, for each parcel of Leased Real Property and all the title insurance policies, title reports, surveys, certificates of occupancy, environmental reports and audits, appraisals and Permits relating to the Real Property, the operations of MS or any MS Subsidiary thereon or any other uses thereof. Subject to all applicable leases, either MS or a MS Subsidiary, as the case may be, is in peaceful and undisturbed possession of each parcel of Real Property and neither MS nor any MS Subsidiary has executed and delivered any contractual restrictions that preclude or materially restrict the ability to use the premises for the purposes for which they are currently being used. Except as set forth in Section 3.15(cSchedule 4.6(d) of the Disclosure Schedules, neither MS nor any MS Subsidiary has leased or subleased any parcel or any portion of any parcel of Real Property to any other Person, nor has MS or any MS Subsidiary assigned its interest under any lease or sublease listed in Section 3.15(b) of the Disclosure Schedules to any third party. (d) MS has, or has caused to be, delivered to the Sellers true and complete copies of all leases and subleases listed in Section 3.15(b) of the Disclosure Schedules. With respect to each of such leases and subleases: (i) such lease or sublease represents the entire agreement between the respective landlord and tenant with respect to such property; and (ii) except as otherwise disclosed in Section 3.15(b) the Non-Project Claims, none of the Disclosure SchedulesProperties are subject to any royalties, with respect to each such lease overriding royalties, net profit interests, payments on or sublease: (A) neither MS nor out of production, or any MS Subsidiary has received any notice of cancellation or termination under such lease or sublease and (B) neither MS nor any MS Subsidiary has received any notice of a breach or default under such lease or sublease, which breach or default has not been curedother similar payment burden. (e) There The Properties are no condemnation proceedings or eminent domain proceedings free and clear of any kind pending orEncumbrances other than Permitted Encumbrances, except with respect to the actual knowledge of MS (without investigation), threatened against the Owned Real PropertyNon-Project Claims with respect to which no warranty is given by Seller. (f) To Allied VGH Inc., a Nevada corporation which is the best knowledge member of MS▇▇▇▇▇▇▇▇▇ Production Company LLC, all improvements on owns no interest in the Real Property constructed by or on behalf of MS or any MS Subsidiary were constructed in material compliance with all applicable Laws (including, but not limited to, any building, planning or zoning Laws) affecting such Real PropertyProperties.

Real Property. (a) Section 3.15(a4.11(a) of the Disclosure Schedules lists: Letter lists all real property (i) the street address of each parcel of “Owned Real Property, (ii”) owned by the date on which each parcel of Owned Real Property was acquired, (iiiPartnership and the Partnership Subsidiaries. Except as set forth in Section 4.11(a) the current owner of each such parcel of Owned Real Property, (iv) information relating to the recordation of the deed pursuant Disclosure Letter, with respect to which each such parcel owned real property, the identified owner has good and marketable fee simple title free of Owned Real Property was acquired and (v) the current use of each such parcel of Owned Real Propertyall Encumbrances excepted Permitted Encumbrances. (b) Section 3.15(b4.11(b) of the Disclosure Schedules lists: Letter describes and lists the name of the lessor of all real property now leased or licensed for use by the Partnership or any Partnership Subsidiary (ithe “Leased Real Property”) and the street address of each parcel of expiration date relating thereto. The Partnership or a Partnership Subsidiary has a valid leasehold interest in, and enjoys peaceful and undisturbed possession of, all Leased Real Property, (iiin each case free and clear of all Encumbrances except for Permitted Encumbrances and as set forth in Section 4.11(b) the identity of the lessor, lessee and current occupant (if different from lesseeDisclosure Letter. Except as set forth in Section 4.11(b) of each such parcel the Disclosure Letter, there are no leases, subleases, licenses, occupancy agreements, options, rights (other than those rights granted by law), concessions or other written or, to the Knowledge of the Partnership, other agreements or arrangements granting to any Person the right to purchase, use or occupy any of the Leased Real Property, (iii. Except as set forth in Section 4.11(b) the term (referencing applicable renewal periods) and fixed or basic rental payment terms of the leases (Disclosure Letter, the Owned Real Property and any subleases) pertaining to each such parcel of the Leased Real Property and (iv) collectively, the current use of each such parcel of Leased “Real Property”) includes all of the real property used in the business of the Partnership and its Subsidiaries as currently conducted. (c) Except as described in Section 3.15(c) of All Improvements owned, leased or used by the Disclosure Schedules, there is no violation of Partnership or any Law relating to any of Partnership Subsidiary on the Owned Real Property that would reasonably be expected to have a Material Adverse Effect. MS has made available to the Sellers (to the extent such copies are suitable in MS' physical possession) true and complete copies of each deed for each parcel of Owned Real Property and, to the extent available, for each parcel of Leased Real Property and all the title insurance policies, title reports, surveys, certificates of occupancy, environmental reports and audits, appraisals and Permits relating to the Real Property, the operations of MS or any MS Subsidiary thereon or any other uses thereof. Subject to all applicable leases, either MS or a MS Subsidiary, as the case may be, is in peaceful and undisturbed possession of each parcel of Real Property and neither MS nor any MS Subsidiary has executed and delivered any contractual restrictions that preclude or materially restrict the ability to use the premises material respects for the purposes for which they are currently being used. Except as set forth in Section 3.15(c4.11(c) of the Disclosure SchedulesLetter, neither MS nor any MS the Partnership or a Partnership Subsidiary has leased obtained permits from any Governmental Authority having jurisdiction over any of the Real Property necessary to permit the lawful use and operation of the Improvements and the Real Property except where the failure to do so would not reasonably be expected to have a Titan Material Adverse Effect. Each such permit is in full force and effect, and there is no pending or, to the Knowledge of the Partnership, threatened proceeding that could result in the modification or subleased cancellation thereof except, in each case, for deviations from the foregoing which would not reasonably be expected to have a Titan Material Adverse Effect. Except as set forth in Section 4.11(c) of the Disclosure Letter, the Partnership or a Partnership Subsidiary has obtained any parcel agreement, easement or other right from any portion Person, necessary to permit the lawful use and operation of any parcel driveways, roads and other means of egress and ingress to and from any of the Real Property Property, except where the failure to do so would not materially interfere with the use of the Improvements and the Real Property. Each such agreement, easement or other right is in full force and effect, and there is no pending or, to the Knowledge of the Partnership, threatened proceeding that could result in the modification or cancellation thereof except, in each case, for deviations from the foregoing which would not reasonably be expected to materially interfere with the use of the Improvements and the Real Property. Except as set forth in Section 4.11(c) of the Disclosure Letter, no Improvement, or the operation or maintenance thereof, violates any restrictive covenant, or encroaches on any property owned or leased by any other Person, nor has MS except for such violations or any MS Subsidiary assigned its interest under any lease or sublease listed encroachments which would not reasonably be expected to have a Titan Material Adverse Effect. The Real Property and the Improvements are sufficiently supplied in Section 3.15(b) all material respects with utilities and other services as necessary for the operation of the Disclosure Schedules to any third partysuch Real Property and Improvements as currently operated including adequate water, storm and sanitary sewer, gas, electric, cable and telephone facilities. (d) MS has, or has caused to be, delivered Prior to the Sellers date hereof, the Partnership has delivered or made available to Parent true and complete correct copies of all leases title reports, title policies and subleases listed surveys currently in Section 3.15(b) the possession of the Disclosure Schedules. With respect to each of such leases and subleases: (i) such lease Partnership or sublease represents the entire agreement between the respective landlord and tenant any Partnership Subsidiary with respect to such property; and (ii) except as otherwise disclosed in Section 3.15(b) any of the Disclosure Schedules, with respect to each such lease or sublease: (A) neither MS nor any MS Subsidiary has received any notice of cancellation or termination under such lease or sublease and (B) neither MS nor any MS Subsidiary has received any notice of a breach or default under such lease or sublease, which breach or default has not been cured. (e) There are no condemnation proceedings or eminent domain proceedings of any kind pending or, to the actual knowledge of MS (without investigation), threatened against the Owned Real Property. (f) To the best knowledge of MS, all improvements on the Real Property constructed by or on behalf of MS or any MS Subsidiary were constructed in material compliance with all applicable Laws (including, but not limited to, any building, planning or zoning Laws) affecting such Real Property.

Real Property. (a) Section 3.15(a) of The Company and the Disclosure Schedules lists: (i) the street address of each parcel of Owned Real Property, (ii) the date on which each parcel of Owned Real Property was acquired, (iii) the current owner of each such parcel of Owned Real Property, (iv) information relating Guarantors shall use commercially reasonable efforts to deliver to the recordation of Second Lien Notes Collateral Agent within ninety (90) days following the deed pursuant to which each such parcel of Owned Real Property was acquired and (v) the current use of each such parcel of Owned Real Property. (b) Section 3.15(b) of the Disclosure Schedules lists: (i) the street address of each parcel of Leased Real Property, (ii) the identity of the lessor, lessee and current occupant (if different from lessee) of each such parcel of Leased Real Property, (iii) the term (referencing applicable renewal periods) and fixed or basic rental payment terms of the leases Issue Date (and any subleases) pertaining continue to each use commercially reasonable efforts to take such parcel of Leased Real Property and (iv) the current use of each such parcel of Leased Real Property. (c) Except as described in Section 3.15(c) of the Disclosure Schedules, there is no violation of any Law relating to any of the Owned Real Property that would reasonably be expected to have a Material Adverse Effect. MS has made available to the Sellers (actions to the extent such copies are in MS' physical possessionsecurity interest has not been created or perfected and such related documents have not been provided within such time following the Issue Date (unless the Company determines that any further efforts to take any such action after such time following the Issue Date would be commercially futile, as evidenced by an officer’s certificate to that effect delivered to the Trustee)) true and complete copies of with respect to each deed for each parcel of Owned Real Property andAsset owned by the Company or any Guarantor (the “Mortgaged Property”), the following: (1) fully executed and notarized mortgages, deeds of trust or debentures encumbering the fee interest of the Company or any Guarantor in each such Initial Mortgaged Property, together with such UCC-1 financing statements or other fixture filings as shall be required or advisable with respect to the extent available, for each parcel of Leased Real Property such Mortgaged Property; (2) a fully paid and all the effective pro forma title insurance policiespolicy, along with endorsements and in amounts not to exceed the value of the Mortgaged Properties covered thereby, appropriate title reportsaffidavits, surveys, and zoning reports, in each case if required, and any other customary documents, certificates or deliverables required by a title company for each Mortgaged Property, which, upon the recording of occupancythe mortgages, environmental reports deeds of trust or debentures, as applicable, will insure the mortgages, deeds of trust or debentures, as applicable, to be valid and auditssubsisting 138 Liens on the Mortgaged Property described therein, appraisals free and Permits relating clear of all material Liens, except Permitted Liens; (3) a written opinion from local counsel in each jurisdiction in which the Mortgaged Property is located with respect to the Real Propertycreation and enforceability of Liens created by the applicable mortgage, deed of trust or debenture and any related fixture filings, in customary form and substance; (4) a written opinion from counsel in each jurisdiction of organization of the owner of the applicable Mortgaged Property covering the due authorization, execution, delivery and other customary matters related to the mortgages, in customary form and substance; (5) at any time and from time to time, promptly execute and deliver any and all further instruments and documents and take all such other action necessary in obtaining the full benefits of, or in perfecting and preserving the Liens of, such mortgages, deeds of trust or debentures; and (6) prior to accepting any mortgage, deed of trust or debenture pursuant to this Section 10.10, the operations Company shall deliver to the Second Lien Notes Collateral Agent and the Trustee an Officer’s Certificate to the effect that all conditions precedent provided for in this Indenture to the delivery of MS such mortgage, deed of trust or any MS Subsidiary thereon or any other uses thereof. Subject to all applicable leases, either MS or a MS Subsidiarydebenture, as the case may beapplicable, is in peaceful and undisturbed possession of each parcel of Real Property and neither MS nor any MS Subsidiary has executed and delivered any contractual restrictions that preclude or materially restrict the ability to use the premises for the purposes for which they are currently being used. Except as set forth in Section 3.15(c) of the Disclosure Schedules, neither MS nor any MS Subsidiary has leased or subleased any parcel or any portion of any parcel of Real Property to any other Person, nor has MS or any MS Subsidiary assigned its interest under any lease or sublease listed in Section 3.15(b) of the Disclosure Schedules to any third party. (d) MS has, or has caused to be, delivered to the Sellers true and complete copies of all leases and subleases listed in Section 3.15(b) of the Disclosure Scheduleshave been complied with. With respect to each of the time periods set forth in this Section 10.09, if any government office required for an action is closed on one (1) or more days on which it would normally be open, the applicable time periods set forth above shall not commence until the 3rd business or working day following the latest date such leases and subleases: (i) such lease or sublease represents the entire agreement between the respective landlord and tenant with respect to such property; and (ii) except as otherwise disclosed in Section 3.15(b) of the Disclosure Schedules, with respect to each such lease or sublease: (A) neither MS nor any MS Subsidiary has received any notice of cancellation or termination under such lease or sublease and (B) neither MS nor any MS Subsidiary has received any notice of government office was closed on a breach or default under such lease or sublease, day on which breach or default has not been curedit would normally be open. (e) There are no condemnation proceedings or eminent domain proceedings of any kind pending or, to the actual knowledge of MS (without investigation), threatened against the Owned Real Property. (f) To the best knowledge of MS, all improvements on the Real Property constructed by or on behalf of MS or any MS Subsidiary were constructed in material compliance with all applicable Laws (including, but not limited to, any building, planning or zoning Laws) affecting such Real Property.

Real Property. (a) Section 3.15(aThe Acquired Entity and the Purchased Subsidiaries do not own any Real Property and have not owned any Real Property during the last five years. (b) Schedule 3.12(b) of the Disclosure Schedules lists: (i) lists the street address of each parcel of Owned real property that is leased, licensed, subleased or otherwise occupied by any Acquired Entity or Purchased Subsidiary (the “Leased Real Property”), subject to a written or oral agreement (ii) collectively, the date leases that are listed or required to be listed on which each parcel of Owned Real Property was acquired, (iii) the current owner of each such parcel of Owned Real Property, (iv) information relating to the recordation of the deed pursuant to which each such parcel of Owned Real Property was acquired and (v) the current use of each such parcel of Owned Real Property. (b) Section 3.15(bSchedule 3.12(b) of the Disclosure Schedules lists: (iSchedules, the “Real Property Leases”) the street address of each parcel of Leased Real Property, (ii) and the identity of the lessor, lessee and current occupant (if different from lessee) lessor of each such parcel of Leased Real Property. The applicable Acquired Entity or Purchased Subsidiaries have a valid leasehold estate in all Leased Real Property, free and clear of all Encumbrances, other than Permitted Encumbrances. All Real Property Leases (i) are legal, valid and binding instruments, enforceable against the applicable Acquired Entity or Purchased Subsidiary and, to the Knowledge of the Seller, each other Person party thereto, (ii) are in full force and effect and (iii) assuming the term (referencing applicable renewal periods) receipt of all required consents and fixed except 97989374_16 as otherwise expressly contemplated by this Agreement or basic rental payment terms the Ancillary Agreements, shall continue in full force and effect upon consummation of the leases (transactions contemplated by this Agreement. The Seller has made available to the Buyer correct and any subleases) pertaining to complete copies of each such parcel of Leased the Real Property Leases including material extension notices, assignments, amendments and (iv) guarantees, and none of the current use Real Property Leases have been modified in any material respect except to the extent that such modifications have been disclosed by the documents made available to the Buyer. There is no Person other than the Acquired Entity and the Purchased Subsidiaries in possession of each such parcel all or any portion of the Leased Real Property. (c) Except . The applicable Acquired Entity or Purchased Subsidiaries have not received any notice of a breach of default thereunder that remains uncured as described in Section 3.15(c) of the Disclosure Schedulesdate of this Agreement, there is and no violation event has occurred that, with notice or lapse of time or both, would constitute a breach or default thereunder, except for any Law relating to any of the Owned Real Property such breaches or defaults that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. MS has made available to None of the Sellers (to the extent such copies are in MS' physical possession) true and complete copies of each deed for each parcel of Owned Real Property and, to the extent available, for each parcel of Leased Real Property and all the title insurance policies, title reports, surveys, certificates of occupancy, environmental reports and audits, appraisals and Permits relating to the Real PropertySeller, the operations of MS Acquired Entity or any MS Subsidiary thereon or any other uses thereof. Subject to all applicable leases, either MS or a MS Subsidiary, as the case may be, is in peaceful and undisturbed possession of each parcel of Real Property and neither MS nor any MS Subsidiary has executed and delivered any contractual restrictions that preclude or materially restrict the ability to use the premises for the purposes for which they are currently being used. Except as set forth in Section 3.15(c) of the Disclosure Schedules, neither MS nor any MS Subsidiary has leased or subleased any parcel or any portion of any parcel of Real Property to any other Person, nor has MS or any MS Subsidiary assigned its interest under any lease or sublease listed in Section 3.15(b) of the Disclosure Schedules to any third party. (d) MS has, or has caused to be, delivered to the Sellers true and complete copies of all leases and subleases listed in Section 3.15(b) of the Disclosure Schedules. With respect to each of such leases and subleases: (i) such lease or sublease represents the entire agreement between the respective landlord and tenant with respect to such property; and (ii) except as otherwise disclosed in Section 3.15(b) of the Disclosure Schedules, with respect to each such lease or sublease: (A) neither MS nor any MS Purchased Subsidiary has received any notice of cancellation or termination under such lease or sublease and (B) neither MS nor any MS Subsidiary has received any notice of a breach or default under such lease or subleasewritten, which breach or default has not been cured. (e) There are no condemnation proceedings or eminent domain proceedings of any kind pending or, to the actual knowledge Knowledge of MS (without investigation)the Seller, threatened against the Owned Real Property. (f) To the best knowledge oral, notice that any party intends to terminate, cancel, not renew or materially alter any terms of MS, all improvements on the a Real Property constructed Lease. Neither the Acquired Entity nor the Purchased Subsidiaries has assigned, subleased, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in any Real Property Lease. No portion of the Leased Real Property is subject to any pending or threatened (in writing, or, to the Knowledge of the Seller, orally) condemnation or other similar proceeding by or on behalf any Governmental Authority. Neither the Acquired Entity nor any Purchased Subsidiary is obligated to purchase any of MS the Leased Real Property or any MS Subsidiary were constructed in material compliance with all applicable Laws (including, but not limited to, portion thereof or interest therein or to purchase any building, planning or zoning Laws) affecting such Real Propertyreal property.

Real Property. (a) Section 3.15(a3.07(a) of the Disclosure Schedules Schedule lists: (i) the street address of each parcel of Owned owned Real Property, ; and (ii) the date on which each parcel of Owned Real Property was acquired, (iii) the current owner of each such parcel of Owned Real Property, (iv) information relating to the recordation of the deed pursuant to which each such parcel of Owned Real Property was acquired and (v) the current use of each such parcel of Owned Real Property. (b) Section 3.15(b) of the Disclosure Schedules lists: (i) the street address of each parcel of Leased leased Real Property (collectively, “Leases”), including the identification of the lessee and lessor thereunder. (b) Carlisle BV has good and marketable fee simple title to the Real Property listed in Section 3.07(a)(i) of the Disclosure Schedule and a valid leasehold interest in the Real Property listed in Section 3.07(a)(ii) of the Disclosure Schedule. All such properties (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”): (i) those items set forth in Section 3.07(b) of the Disclosure Schedule; (ii) Encumbrances securing the BV Closing Indebtedness; (iii) Encumbrances for Taxes not yet due and payable or being contested in good faith by appropriate procedures; (iv) mechanics’, carriers’, workmen’s, repairmen’s or other like liens arising or incurred in the Ordinary Course of Business; (v) zoning ordinances and other similar encumbrances arising from generally applicable Law affecting Real Property; (vi) other than with respect to owned Real Property, liens arising under equipment leases with third parties entered into in the Ordinary Course of Business; (iivii) the identity of the lessor, lessee and current occupant (if different from lessee) of each such parcel of Leased with respect to Real Property, (iii) the term (referencing applicable renewal periods) and fixed any imperfections of title or basic rental payment terms Encumbrances that are identified by either or both a commitment for title insurance for or a survey of the leases (and any subleases) pertaining to each such parcel of Leased Real Property and in question; or (ivviii) other imperfections of title, if any, that would not be material to the current use of each such parcel of Leased Real PropertyTransportation Products Business on a consolidated basis. (c) Except All buildings, structures, fixtures, building systems and equipment located at the owned Real Property and leased Real Property, taken as described in Section 3.15(c) a whole, are sufficient for the operation of Carlisle BV’s portion of the Disclosure SchedulesTransportation Products Business conducted at such location, there is no violation of any Law relating to any of the Owned Real Property that would reasonably be expected to have a Material Adverse Effect. MS has made available to the Sellers (to the extent such copies are in MS' physical possession) true and complete copies of each deed for each parcel of Owned Real Property and, to BV Seller’s Knowledge, there are no material physical defects, including any structural defects, or conditions, in the extent availableaggregate, for each parcel of Leased Real Property and all the title insurance policies, title reports, surveys, certificates of occupancy, environmental reports and audits, appraisals and Permits relating to the Real Property, the operations of MS or any MS Subsidiary thereon or any other uses thereof. Subject to all applicable leases, either MS or a MS Subsidiary, as the case may be, is in peaceful and undisturbed possession of each parcel of Real Property and neither MS nor any MS Subsidiary has executed and delivered any contractual restrictions that would preclude or materially restrict limit such property from operating the ability to use the premises for the purposes for which they are currently being used. Except as set forth in Section 3.15(c) manufacturing, distribution, warehouse and other uses of Carlisle BV’s portion of the Disclosure SchedulesTransportation Products Business conducted at such location, neither MS nor any MS Subsidiary has leased or subleased any parcel or any portion of any parcel of Real Property to any other Person, nor has MS or any MS Subsidiary assigned its interest under any lease or sublease listed in Section 3.15(b) of the Disclosure Schedules to any third party. (d) MS has, or has caused to be, delivered to the Sellers true and complete copies of all leases and subleases listed in Section 3.15(b) of the Disclosure Schedulestaken as a whole. With respect to each of such leases and subleases: (i) such lease or sublease represents the entire agreement between the respective landlord and tenant with respect to such property; and (ii) except as otherwise disclosed in Section 3.15(b) of the Disclosure Schedules, with respect to each such lease or sublease: (A) neither MS nor any MS Subsidiary has received any notice of cancellation or termination under such lease or sublease and (B) neither MS nor any MS Subsidiary has received any notice of a breach or default under such lease or sublease, which breach or default has not been cured. (e) There are no condemnation proceedings or eminent domain proceedings of any kind pending or, to the actual knowledge of MS (without investigation)Carlisle BV’s Knowledge, threatened against the Owned condemnation, eminent domain proceedings or assessment that affect any owned Real Property or any leased Real Property. , and neither BV Seller, its Subsidiaries nor Carlisle BV has in the past three (f3) years received any written notice of the intention of any Governmental Authority or other Person to take any owned Real Property owned by Carlisle BV or any leased Real Property leased by Carlisle BV. To BV Seller’s Knowledge, the best knowledge of MSowned Real Property does not violate in any material respect, and all improvements on the Real Property constructed by or on behalf of MS or any MS Subsidiary were are constructed in material compliance with in all material respects, applicable Laws (includingLaws, but not limited to, including any building, planning or zoning Laws) affecting such Real Propertyand fire codes.

Real Property. (a) Section 3.15(a3.17(a) of the Disclosure Schedules lists: Letter sets forth a true, correct, and complete list of all real property owned by the Company or any of its Subsidiaries (i) together with all buildings, structures, improvements and fixtures located thereon or thereunder, collectively, the street address of each parcel of “Owned Real Property,”), (ii) in each case, including the date on which each parcel of Owned Real Property was acquiredaddress, (iii) the current owner of each such parcel of Owned Real Property, (iv) information relating to the recordation legal name of the deed pursuant to which each such parcel of Owned Real Property was acquired owner, and (v) the current use of each such parcel of Owned Real Propertyprimary function thereof. (b) Section 3.15(b3.17(b) of the Disclosure Schedules lists: Letter sets forth a true, correct, and complete list of all leases and subleases of real property, and all material licenses or similar use or occupancy agreements to which the Company or any Subsidiary thereof is a party or with respect to which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any real property or by which it is bound (i) collectively, the street address of each parcel of “Leases,” and all real property subject thereto, including all improvements, structures or fixtures located thereon or thereunder, collectively, the “Leased Real Property,” and, (ii) together with the identity of the lessor, lessee and current occupant (if different from lessee) of each such parcel of Leased Owned Real Property, (iiithe “Properties,” and each a “Property”) except no lease, sublease, license or similar use or occupancy agreement under which the term (referencing applicable renewal periods) and fixed or basic aggregate annual base rental payment terms of the leases (and any subleases) pertaining payments do not exceed $150,000 shall be required to each be set forth on such parcel of Leased Real Property and (iv) the current use of each such parcel of Leased Real PropertyDisclosure Letter. (c) Except as described set forth in Section 3.15(c3.17(c) of the Disclosure SchedulesLetter: (i) the Company or one of its Subsidiaries holds (A) good, defensible, insurable and marketable fee simple title to each Owned Real Property and (B) a good and valid leasehold, subleasehold or license interest (as applicable) in each Leased Real Property, in each case of the foregoing clauses (A) and (B), free and clear of all Liens, title defects and title exceptions except Permitted Liens that would be disclosed on a title report for such Owned Real Property or Leased Real Property; (ii) except as would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect, (1) each Leased Real Property is valid, binding and in full force and effect and (2) no uncured default on the part of the Company or, if applicable, a Subsidiary or, to the Knowledge of the Company, the landlord thereunder, exists under any Leased Real Property, and no event has occurred or circumstance exists which, with the giving of notice, the passage of time, or both, would constitute a material breach or default under any Leased Real Property; (iii) except as does not and would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect, there is are no violation of leases, subleases, licenses, rights or other agreements affecting any Law relating to any portion of the Owned Real Property or the Leased Real Property that would reasonably be expected to have a Material Adverse Effect. MS has made available to adversely affect the Sellers (to the extent existing use of such copies are in MS' physical possession) true and complete copies of each deed for each parcel of Owned Real Property and, to or the extent available, for each parcel of Leased Real Property and all by the title insurance policiesCompany or its Subsidiaries in the operation of its business thereon; and (iv) except for the transactions contemplated hereby, title reportsthere are no outstanding options or purchase agreements, surveys, certificates rights of occupancy, environmental reports and audits, appraisals and Permits relating to the Real Property, the operations of MS first offer or any MS Subsidiary thereon first refusal or any other uses thereof. Subject rights (whether present or future) in favor of any Person (other than the Company or one of its Subsidiaries) to all applicable leasesacquire any interest in any Property, either MS or a MS Subsidiary, as the case may be, is in peaceful and undisturbed possession of each parcel of Real Property and neither MS the Company nor any MS Subsidiary thereof has executed and delivered granted to any contractual restrictions that preclude Person the right (whether present or materially restrict the ability future) to use the premises for the purposes for which they are currently being used. or occupy all or any portion of any Property, whether pursuant to a lease, assignment, sublease, license, grant or other agreement or arrangement. (d) Except as set forth in Section 3.15(c3.17(d) of the Disclosure SchedulesLetter, neither MS the Company nor any MS Subsidiary thereof has leased received written notice from (i) any Governmental Authority or subleased other Person that the current use of any parcel Property by the Company or its Subsidiaries violates in any material respect any applicable Law (including any applicable zoning, land use, or similar Laws) or any other material restriction to which such Property is subject (whether pursuant to a deed, the applicable Lease, easement, covenant, or other restriction), (ii) the lessor of any Leased Real Property that the Company or any of its Subsidiaries is in material breach of the terms of the applicable Lease or that such lessor is terminating, or intends to terminate such Lease, or (iii) from any Governmental Authority or other Person of any pending or threatened Action relating to or affecting any Property (or any portion of thereof), including any parcel of Real Property Action to change or redefine the applicable zoning or land use classifications in any other Personmaterial respect, nor has MS and any material condemnation, eminent domain or any MS Subsidiary assigned its interest under any lease or sublease listed in Section 3.15(b) of the Disclosure Schedules to any third party. (d) MS has, or has caused to be, delivered to the Sellers true and complete copies of all leases and subleases listed in Section 3.15(b) of the Disclosure Schedules. With respect to each of such leases and subleases: (i) such lease or sublease represents the entire agreement between the respective landlord and tenant with respect to such property; and (ii) except as otherwise disclosed in Section 3.15(b) of the Disclosure Schedules, with respect to each such lease or sublease: (A) neither MS nor any MS Subsidiary has received any notice of cancellation or termination under such lease or sublease and (B) neither MS nor any MS Subsidiary has received any notice of a breach or default under such lease or sublease, which breach or default has not been curedsimilar. (e) There are no condemnation proceedings Except as set forth in Section 3.17(e) of the Disclosure Letter, neither the Company nor any of its Subsidiaries is obligated under any contract to purchase or eminent domain proceedings of otherwise acquire any kind pending orinterest in real property (whether ownership, to the actual knowledge of MS (without investigationleasehold, subleasehold or otherwise), threatened against the Owned Real Property. (f) To the best knowledge of MS, all improvements on the Real Property constructed by or on behalf of MS or any MS Subsidiary were constructed in material compliance with all applicable Laws (including, but not limited to, any building, planning or zoning Laws) affecting such Real Property.

Real Property. (a) Section 3.15(aSchedule 3.7(a) sets forth a complete and correct list and description of all real property owned by a Seller (collectively, the Disclosure Schedules lists: (i) the street address of “Owned Real Property”). Except as set forth on Schedule 3.7(a), with respect to each parcel of Owned Real Property, : (iii) the date on which such Seller has good and marketable fee simple title to each parcel of Owned Real Property was acquiredfree and clear of all Liens other than Permitted Liens; (ii) there are no pending or, to Sellers’ Knowledge, threatened condemnation Proceedings, lawsuits, or administrative actions relating to any parcel of Owned Real Property or to Sellers’ Knowledge, any other material matters affecting adversely the current use, occupancy, or value of any parcel of Owned Real Property; (iii) no parcel of Owned Real Property serves any adjoining property for any purpose inconsistent with the current owner use of each such parcel of Owned Real Property, and no Owned Real Property is located with any flood hazard area (as defined by the Federal Emergency Management Agency); (iv) information relating there are no leases, subleases, licenses, concessions or other Contracts, written or oral, granting to any Person the recordation right of use or occupancy of any portion of the deed pursuant to which each such parcel of Owned Real Property was acquired and Property; (v) the current use there are no outstanding Contracts, options or rights of each such parcel of Owned Real Property. (b) Section 3.15(b) of the Disclosure Schedules lists: (i) the street address of each parcel of Leased Real Property, (ii) the identity of the lessor, lessee and current occupant (if different from lessee) of each such parcel of Leased Real Property, (iii) the term (referencing applicable renewal periods) and fixed or basic rental payment terms of the leases (and any subleases) pertaining first refusal to each such parcel of Leased Real Property and (iv) the current use of each such parcel of Leased Real Property. (c) Except as described in Section 3.15(c) of the Disclosure Schedules, there is no violation of any Law relating to purchase any of the Owned Real Property that would reasonably be expected to have a Material Adverse Effect. MS has made available to the Sellers (to the extent such copies are in MS' physical possession) true and complete copies of each deed for each parcel of Owned Real Property and, to the extent available, for each parcel of Leased Real Property and all the title insurance policies, title reports, surveys, certificates of occupancy, environmental reports and audits, appraisals and Permits relating to the Real Property, the operations of MS or any MS Subsidiary thereon or any other uses thereof. Subject to all applicable leases, either MS or a MS Subsidiary, as the case may be, is in peaceful and undisturbed possession of each parcel of Real Property and neither MS nor any MS Subsidiary has executed and delivered any contractual restrictions that preclude or materially restrict the ability to use the premises for the purposes for which they are currently being used. Except as set forth in Section 3.15(c) of the Disclosure Schedules, neither MS nor any MS Subsidiary has leased or subleased any parcel or any portion thereof or interest therein; (vi) no Person (other than Sellers and their affiliates) is in possession of any parcel of Owned Real Property Property; (vii) to any Sellers’ Knowledge all buildings, structures and other Person, nor has MS or any MS Subsidiary assigned its interest under any lease or sublease listed in Section 3.15(b) of the Disclosure Schedules to any third party. (d) MS has, or has caused to be, delivered to the Sellers true and complete copies of all leases and subleases listed in Section 3.15(b) of the Disclosure Schedules. With respect to each of such leases and subleases: (i) such lease or sublease represents the entire agreement between the respective landlord and tenant with respect to such property; and (ii) except as otherwise disclosed in Section 3.15(b) of the Disclosure Schedules, with respect to each such lease or sublease: (A) neither MS nor any MS Subsidiary has received any notice of cancellation or termination under such lease or sublease and (B) neither MS nor any MS Subsidiary has received any notice of a breach or default under such lease or sublease, which breach or default has not been cured. (e) There are no condemnation proceedings or eminent domain proceedings of any kind pending or, to the actual knowledge of MS (without investigation), threatened against improvements located on the Owned Real Property. , including all material components thereof, are in good condition (f) To the best knowledge of MS, all improvements on the Real Property constructed by or on behalf of MS or any MS Subsidiary were constructed in material compliance with all applicable Laws (including, but not limited to, any building, planning or zoning Laws) affecting such Real Property.subject to normal wear and tear); and

Real Property. (a) Section 3.15(aThe real property described on Schedule 4.13(a) constitutes all material real property owned by the Company or one of its Subsidiaries (together with all Facilities located thereon and all easements, rights-of-way and other appurtenants thereto, the Disclosure Schedules lists: “Owned Real Property”). (ib) the street address of Except as set forth on Schedule 4.13(b), with respect to each parcel of Owned Real Property, (ii) the date on which each parcel of Owned Real Property was acquired, (iii) the current owner of each such parcel of Owned Real Property, (iv) information relating to the recordation of the deed pursuant to which each such parcel of Owned Real Property was acquired and (v) the current use of each such parcel of Owned Real Property.: (b) Section 3.15(b) of the Disclosure Schedules lists: (i) the street address Company or one of each parcel its Subsidiaries has good and valid title to the Owned Real Property free and clear of Leased Real Propertyall Liens, except Permitted Liens and Liens that will be released at Closing; (ii) there are no pending or, to the identity of the lessorCompany’s Knowledge, lessee and current occupant (if different from lessee) of each such parcel of Leased Real Property, (iii) the term (referencing applicable renewal periods) and fixed threatened in writing condemnation or basic rental payment terms of the leases (and any subleases) pertaining to each such parcel of Leased Real Property and (iv) the current use of each such parcel of Leased Real Property. (c) Except as described in Section 3.15(c) of the Disclosure Schedules, there is no violation of any Law expropriation proceedings relating to any of the Owned Real Property that would reasonably be expected or any portion thereof; (iii) except for Permitted Liens, there are no leases, subleases, licenses, concessions or other agreements, written or oral, granting to have any party or parties the right of use or occupancy of any portion of the Owned Real Property; and (iv) there are no outstanding options or rights of first refusal to purchase the Owned Real Property or any portion thereof or interest therein. (c) Except as set forth on Schedule 4.13(c), neither the Company nor any of its Subsidiaries leases or subleases any material real property not otherwise owned by the Company or one of its Subsidiaries. Schedule 4.13(c) sets forth a Material Adverse Effectlist of all leases and subleases relating to the Leased Real Property (collectively, “Leases”), the name of each lessor and the address for each such Leased Real Property. MS The Company has made available to the Sellers (to the extent such copies are in MS' physical possession) Buyer true and complete correct copies of each deed for such Lease each parcel of Owned Real Property andwhich is complete in all material respects, to the extent availableincluding all material amendments, for each parcel of Leased Real Property extensions, renewals, guaranties and all the title insurance policies, title reports, surveys, certificates of occupancy, environmental reports and audits, appraisals and Permits relating to the Real Property, the operations of MS or any MS Subsidiary thereon or any other uses thereof. Subject to all applicable leases, either MS or a MS Subsidiary, as the case may be, is in peaceful and undisturbed possession of each parcel of Real Property and neither MS nor any MS Subsidiary has executed and delivered any contractual restrictions that preclude or materially restrict the ability to use the premises for the purposes for which they are currently being used. Except as set forth in Section 3.15(c) of the Disclosure Schedules, neither MS nor any MS Subsidiary has leased or subleased any parcel or any portion of any parcel of Real Property to any other Person, nor has MS or any MS Subsidiary assigned its interest under any lease or sublease listed in Section 3.15(b) of the Disclosure Schedules to any third partymodifications thereto. (d) MS hasExcept as set forth on Schedule 4.13(d), or has caused to be, delivered to the Sellers true and complete copies of all leases and subleases listed in Section 3.15(b) of the Disclosure Schedules. With with respect to each of such leases and subleasesthe Leases: (i) such lease Lease is a legal, valid and binding obligation of the Company or sublease represents one of its Subsidiaries, and to the entire agreement between Company’s Knowledge, of the respective landlord other party thereto, is enforceable in accordance with its terms, subject only to (A) bankruptcy, insolvency, reorganization, moratorium and tenant other Laws affecting the rights of creditors generally and (B) principles of equity, whether considered at law or in equity; (ii) other than those Leases listed on Schedule 4.4 and any consents already obtained or as to which the failure to obtain would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, the transactions contemplated by this Agreement do not require the consent of any other party to such Lease, will not result in a material breach of or material default under such Lease, and will not otherwise cause such Lease to cease to be legal, valid, binding, enforceable and in full force and effect following the Closing; (iii) the Company’s or Subsidiary’s possession and quiet enjoyment of the Leased Real Property has not been disturbed, and to the Company’s knowledge, there are no disputes with respect to such propertyLease; (iv) the Company or Subsidiary has not collaterally assigned or granted any other security interest in such Lease or any interest therein; (v) to the Company’s Knowledge, the Company and its Subsidiaries have performed all material obligations required to be performed by them prior to the date hereof under such Lease and are not in material breach or default thereunder; and (ii) except as otherwise disclosed in Section 3.15(b) of the Disclosure Schedules, with respect to each such lease or sublease: (Avi) neither MS the Company nor any MS Subsidiary of its Subsidiaries has received subleased, licensed or otherwise granted any notice of cancellation Person the right to use or termination under such lease occupy the Leased Real Property or sublease and (B) neither MS nor any MS Subsidiary has received any notice of a breach or default under such lease or sublease, which breach or default has not been curedportion thereof. (e) All buildings, structures, improvements, fixtures, building systems and equipment, and all components thereof, included in the Real Property (the “Improvements”) are in good condition and repair and sufficient for the operation of the Business. There are no condemnation proceedings structural deficiencies or eminent domain proceedings latent defects affecting any of any kind pending orthe Improvements included in the real property set forth on Schedule 4.13(e) and, to the actual knowledge Company’s Knowledge, there are no facts or conditions affecting such Improvements which would, individually or in the aggregate, interfere in any material respect with the use or occupancy of MS (without investigation), threatened against the Owned Real Property. (f) To the best knowledge of MS, all improvements on the Real Property constructed by or on behalf of MS such Improvements or any MS Subsidiary were constructed portion thereof in material compliance with all applicable Laws (including, but not limited to, any building, planning or zoning Laws) affecting such Real Propertythe operation of the Business.

Real Property. (a) Section 3.15(a3.20(a) of the Disclosure Schedules Schedule lists: (i) the street address of each parcel of Owned Real Property, (ii) the date on which each parcel of Owned Real Property was acquired, (iii) the current owner of each such parcel of Owned Real Property, (iv) information relating to the recordation application for change of title registration and issuance of Real Property Title Certificates in the name of the deed pursuant to which each such parcel Company in respect of Owned Real Property was acquired Property, and (v) the current use of each such parcel of Owned Real Property. (b) Section 3.15(b3.20(b) of the Disclosure Schedules Schedule lists: (i) the street address of each parcel of Leased Real Property, (ii) the identity of the lessor, lessee and current occupant (if different from lessee) of each such parcel of Leased Real Property, (iii) the term terms (referencing applicable renewal periods) and fixed or basic rental payment terms of the leases amounts (and any subleasesincluding all escalations) pertaining to each such parcel of Leased Real Property Property, and (iv) the current use of each such parcel of Leased Real Property. (c) Except as described in Section 3.15(c) of the Disclosure Schedules, there There is no material violation of any Law (including, without limitation, any building, planning or zoning law) relating to any of the Owned Real Property that would reasonably be expected to have a Material Adverse EffectProperty. MS The Company has made available to the Sellers (to the extent such copies are in MS' physical possession) true each Purchaser true, legible and complete copies of each deed agreements for acquisition of each parcel of Owned Real Property and, to the extent available, for lease of each parcel of Leased Real Property and all the title insurance policies, title reports, surveys, certificates of occupancy, environmental reports and audits, appraisals appraisals, permits, Encumbrances, title documents and Permits other documents relating to or otherwise affecting the Real Property, the operations of MS or any MS Subsidiary the Company thereon or any other uses thereof. Subject to all applicable leases, either MS or a MS Subsidiary, as the case may be, The Company is in peaceful and undisturbed possession of each parcel of Real Property Property, and neither MS nor any MS Subsidiary has executed and delivered any there are no contractual or legal restrictions that preclude or materially restrict the ability to use the premises Real Property for the purposes for which they are it is currently being used. Except as set forth in Section 3.15(c) All existing water, sewer, steam, gas, electricity, telephone, cable, fiber optic cable, Internet access and other utilities required for the construction, use, occupancy, operation and maintenance of the Disclosure SchedulesReal Property are adequate for the conduct of the Business as it has been and currently is conducted. There are no material latent defects or material adverse physical conditions affecting the Real Property or any of the facilities, neither MS nor any MS Subsidiary buildings, structures, erections, improvements, fixtures, fixed assets and personality of a permanent nature annexed, affixed or attached to, located on or forming part of the Real Property. The Company has not leased or subleased any parcel or any portion of any parcel of Real Property to any other PersonPerson and no other Person has any rights to the use, occupancy or enjoyment thereof pursuant to any lease, sublease, license, occupancy or other agreement, nor has MS or any MS Subsidiary the Company assigned its interest under any lease or sublease listed in Section 3.15(b3.20(b) of the Disclosure Schedules Schedule to any third party.. Table of Contents (d) MS has, or has caused to be, delivered to the Sellers true and complete copies of all leases and subleases listed The rent set forth in Section 3.15(b) of the Disclosure Schedules. With respect to each of such leases and subleases: (i) such lease or sublease represents of the entire agreement between Leased Real Property is the respective landlord actual rent being paid, and tenant there are no separate agreements or understandings with respect to such property; and (ii) except as otherwise disclosed in Section 3.15(b) of the Disclosure Schedules, with respect to each such lease or sublease: (A) neither MS nor any MS Subsidiary has received any notice of cancellation or termination under such lease or sublease and (B) neither MS nor any MS Subsidiary has received any notice of a breach or default under such lease or sublease, which breach or default has not been curedsame. (e) There are no condemnation proceedings or eminent domain proceedings of any kind pending or, to the actual knowledge of MS (without investigation), threatened against the Owned Real Property. (f) To the best knowledge of MS, all improvements on the Real Property constructed by or on behalf of MS or any MS Subsidiary were constructed in material compliance with all applicable Laws (including, but not limited to, any building, planning or zoning Laws) affecting such Real Property.

Real Property. (a) Section 3.15(aEach Transferor does not own and, except as set forth on Schedule 4.14, has not at any time in the past owned any real property. Except as set forth on Schedule 4.14(a) no Transferor has any options to acquire any real property (“Purchase Options”). None of the Disclosure Schedules lists: (i) Purchase Options has been exercised nor have any rights under the street address of each parcel of Owned Real Property, (ii) the date on which each parcel of Owned Real Property was acquired, (iii) the current owner of each such parcel of Owned Real Property, (iv) information relating to the recordation of the deed pursuant to which each such parcel of Owned Real Property was acquired and (v) the current use of each such parcel of Owned Real PropertyPurchase Options been waived. (b) Section 3.15(bSchedule 4.14(b) sets forth a true, correct and complete list, as of the Disclosure Schedules lists: Execution Date, of all real property that is leased, subleased, licensed, used or otherwise occupied by Transferor exclusively or primarily related to the Facilities and/or the Business, in each case together with all of the Transferor’s rights, title and interests in all buildings, improvements and fixtures thereon and all other appurtenances thereto (i) the street address of each parcel of “Leased Real Property”). Schedule 4.14(b) sets forth a true, (ii) the identity correct and complete list, as of the lessorExecution Date, lessee and current occupant (if different from lessee) of each such parcel of Leased Real Propertyall real property leases to which any Transferor is a party exclusively or primarily related to the Facilities and/or the Business, (iii) including the term (referencing applicable renewal periods) and fixed or basic rental payment terms title of the lease, all parties to the lease, the date such lease was entered into, to Transferor’s Knowledge, the amount of the security deposit currently being held by the landlord under the lease, the base rent under the lease, the date such lease expires, any and all amendments and modifications to such lease and all guaranties provided with respect to such leases (each a “Realty Lease” and collectively the “Realty Leases”). For the avoidance of doubt, all references in this Purchase Agreement to Realty Lease(s) shall include any subleases) pertaining guaranties provided with respect to each such parcel of Leased Real Property and (iv) the current use of each such parcel of Leased Real Property. (c) Except as described in Section 3.15(c) of the Disclosure Schedules, there is no violation of any Law relating to any of the Owned Real Property that would reasonably be expected to have a Material Adverse EffectRealty Lease(s). MS has made available to the Sellers (to the extent such copies are in MS' physical possession) true and complete copies of each deed for each parcel of Owned Real Property and, to the extent available, for each parcel of Leased Real Property and all the title insurance policies, title reports, surveys, certificates of occupancy, environmental reports and audits, appraisals and Permits relating to the Real Property, the operations of MS or any MS Subsidiary thereon or any other uses thereof. Subject to all applicable leases, either MS or a MS Subsidiary, as the case may be, is in peaceful and undisturbed possession of each parcel of Real Property and neither MS nor any MS Subsidiary has executed and delivered any contractual restrictions that preclude or materially restrict the ability to use the premises for the purposes for which they are currently being used. Except as set forth in Section 3.15(c) of the Disclosure Schedules, neither MS nor any MS Subsidiary has leased or subleased any parcel or any portion of any parcel of Real Property to any other Person, nor has MS or any MS Subsidiary assigned its interest under any lease or sublease listed in Section 3.15(b) of the Disclosure Schedules to any third party. (d) MS Transferor has, or has caused to be, delivered made available to the Sellers true Transferee true, correct and complete copies of all leases and subleases listed in Section 3.15(b) each of the Disclosure SchedulesRealty Leases and to the extent in Transferor’s possession, all estoppel certificates, subordination and non-disturbance agreements and other written Contracts with respect thereto. With respect to each of such leases and subleases:the Leased Real Property and/or Realty Leases, except as set forth on Schedule 4.14(b): (i) such lease there are no Contracts to which a Transferor is a party, granting to any other party the right of use or sublease represents occupancy of any portion of the entire agreement between the respective landlord and tenant with respect to such property; andLeased Real Property; (ii) except as otherwise disclosed in Section 3.15(b) of the Disclosure Schedules, no security deposit or portion thereof deposited with respect to each such lease or sublease: (A) neither MS nor any MS Subsidiary a Realty Lease has received any notice of cancellation or termination under such lease or sublease and (B) neither MS nor any MS Subsidiary has received any notice been applied in respect of a breach or default under such lease or sublease, a Realty Lease which breach or default has not been curedredeposited in full; (iii) to Transferor’s Knowledge, no offsets, counterclaims, or defenses of Transferor as tenants under the applicable Realty Leases exist against landlords; and no events have occurred that, with the passage of time or the giving of notice, or both, would constitute a basis for offsets, counterclaims, or defenses against landlords; and (iv) no Transferor owes, or will owe in the future, any leasing or brokerage commissions or finder’s fees with respect to any Realty Lease. (ec) There Except as set forth in Schedule 4.14(c), as of the Execution Date, there are no condemnation proceedings or eminent domain proceedings of any kind material pending or, to Transferor’s Knowledge, threatened, appropriation, condemnation, eminent domain or like proceedings relating to the actual knowledge of MS (without investigation), threatened against the Owned Leased Real Property. (d) Except as set forth on Schedule 4.14(d), the Leased Real Property comprise all of the real property used by Transferor to conduct the Business. (f) To Transferor occupies all of the best knowledge of MS, all improvements on the Leased Real Property constructed by for the operation of their businesses. Except as set forth on Schedule 4.14(f), there are no other parties occupying, or on behalf of MS or any MS Subsidiary were constructed in material compliance with all applicable Laws (includinga right to occupy, but not limited to, any building, planning or zoning Laws) affecting such the Leased Real Property. Transferor’s possession and quiet enjoyment of the Leased Real Property have not been materially disturbed, and to the Transferor’s Knowledge, there are no material disputes with respect to any Realty Lease. (g) None of the Existing Landlords is an Affiliate of Transferor.

Real Property. (a) Section 3.15(a3.17(a) of the Disclosure Schedules lists: (i) Schedule lists the street address of each parcel of Owned Real Property, (ii) the date on which each parcel of Owned Real Property was acquired, (iii) the current owner of each such parcel of Owned Real Property, (iv) information relating to the recordation of the deed pursuant to which each such parcel of Owned Real Property was acquired and (v) the current use of each such parcel of Owned Real Property. (b) Section 3.15(b3.17(b) of the Disclosure Schedules Schedule lists: (i) the street address location of each parcel of Leased Real Property, (ii) the identity of the lessor, lessee and current occupant (if different from lessee) of each such parcel of Leased Real Property, (iii) the term (referencing applicable renewal periods) and fixed or basic rental payment terms of the leases (and any subleases) pertaining to each such parcel of Leased Real Property and (iv) the current use of each such parcel of Leased Real Property. (c) Except as described in Section 3.15(c3.17(c) of the Disclosure Schedules, there is no violation of any Law relating to any of the Owned Real Property that would reasonably be expected to have a Material Adverse Effect. MS has made available to the Sellers (to the extent such copies are in MS' physical possession) true and complete copies of each deed for each parcel of Owned Real Property and, to the extent available, for each parcel of Leased Real Property and all the title insurance policies, title reports, surveys, certificates of occupancy, environmental reports and audits, appraisals and Permits relating to the Real Property, the operations of MS or any MS Subsidiary thereon or any other uses thereof. Subject to all applicable leasesSchedule, either MS ISC, a Subsidiary or a MS SubsidiaryVenture, as the case may be, is in peaceful and undisturbed possession of each parcel of Real Property and neither MS nor any MS Subsidiary has executed and delivered any there are no contractual or legal restrictions that preclude or materially restrict in any material respect the ability to use the premises for the purposes for which they are currently being used. Except as set forth in Section 3.15(c3.17(c) of the Disclosure SchedulesSchedule, neither MS nor ISC, any MS Subsidiary or any Venture has leased or subleased any parcel or any portion of any parcel of Real Property to any other Person, nor has MS ISC, any Subsidiary or any MS Subsidiary Venture assigned its interest under any lease or sublease listed in Section 3.15(b3.17(b) of the Disclosure Schedules Schedule to any third party. (d) MS ISI has, or has caused to be, delivered to the Sellers Ispat true and complete copies of all leases and subleases listed in Section 3.15(b3.17(b) of the Disclosure Schedules. With respect to each Schedule and any and all ancillary documents pertaining thereto (including, but not limited to, all amendments, consents for alterations and documents recording variations and evidence of such leases commencement dates and subleases: (i) such lease or sublease represents the entire agreement between the respective landlord and tenant with respect to such property; and (ii) except as otherwise disclosed in Section 3.15(b) of the Disclosure Schedules, with respect to each such lease or sublease: (A) neither MS nor any MS Subsidiary has received any notice of cancellation or termination under such lease or sublease and (B) neither MS nor any MS Subsidiary has received any notice of a breach or default under such lease or sublease, which breach or default has not been curedexpiration dates). (e) There Except as set forth in Section 3.17(e) of the Disclosure Schedule, there are no condemnation proceedings or eminent domain proceedings of any kind pending or, to the actual best knowledge of MS (without investigation)ISI, threatened against the Owned Real Property. (f) To Except as set forth in Section 3.17(f) of the Disclosure Schedule, all the Real Property is occupied under a valid and current certificate of occupancy or similar permit, the transactions contemplated by this Agreement will not require the issuance of any new or amended certificate of occupancy and, to the best knowledge of MSISI, all improvements on there are no facts that would prevent the Real Property constructed from being occupied by or on behalf of MS ISC, any Subsidiary or any MS Venture, as the case may be, after the Closing in the same manner as occupied by ISC, such Subsidiary were constructed in material compliance with all applicable Laws (including, but not limited to, any building, planning or zoning Laws) affecting such Real PropertyVenture immediately prior to the Closing.

Real Property. (a) Section 3.15(a3.16(a) of the Sellers’ Disclosure Schedules lists: (i) the street address contains a correct and complete list of each parcel of Owned Real Property, (ii) the date on which each parcel of all Owned Real Property was acquiredof such Seller and such Company, (iii) the current owner together with ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇, ▇▇▇▇▇ and country of each such parcel of Owned Real Property, (iv) information relating to the recordation of the deed pursuant to which each such parcel of Owned Real Property was acquired and (v) the current use of each such parcel of Owned Real Propertyproperty. (b) Section 3.15(b) Upon completion of the Disclosure Schedules lists: Pre-Closing Transactions, such Company shall have good, valid and, to the extent such a concept is recognized under local Law, marketable fee simple title (ior the equivalent local Law) the street address of each parcel of Leased to such Owned Real Property, free and clear of all Encumbrances, except for Permitted Encumbrances. Upon Closing, the Monterrey Property Transitional Owner shall have good, valid and, to the extent such a concept is recognized under local Law, marketable fee simple title (iior the equivalent local Law) to the identity of the lessor, lessee and current occupant (if different from lessee) of each such parcel of Leased Real Monterrey Property, (iii) free and clear of all Encumbrances, except for Permitted Encumbrances and shall be fully authorized and empowered to sell to Buyer’s designee the term (referencing applicable renewal periods) and fixed or basic rental payment terms of the leases (and any subleases) pertaining to each such parcel of Leased Real Property and (iv) the current use of each such parcel of Leased Real Monterrey F&B Property. (c) Except as described Upon completion of the transactions contemplated in Section 3.15(c5.20, a Company or Buyer’s designee shall have good, valid and, to the extent such a concept is recognized under local Law, marketable fee simple title (or the equivalent local Law) to the Monterrey F&B Property, subject to the provisions of Section 5.20, as applicable, free and clear of all Encumbrances, except for Permitted Encumbrances. (d) Section 3.16(d) of the Sellers’ Disclosure SchedulesSchedules contains a correct and complete list of all real property subject to Leases, there is no violation together with the street address and city, state and country of any Law such property. (e) Correct and complete copies of the Leases have been made available to Buyer. (f) Upon completion of the Pre-Closing Transactions, such Company shall have a good and valid leasehold, license or comparable interest relating to any the Leased Real Property of such Company, free and clear of all Encumbrances, except for Permitted Encumbrances. (g) Upon completion of the Owned Pre-Closing Transactions, each Lease shall be a binding and valid obligation of such Company party thereto and, to Sellers’ Knowledge, the other party thereto, enforceable in accordance with its terms, subject to the Enforceability Limitations. (h) With respect to the Leased Real Property of such Company or the Business, neither Seller nor such Company has received or provided any written notice of (i) any material default or breach under a Lease for which there exists any ongoing obligations or liability or (ii) any event or occurrence that has resulted or would reasonably be expected to have result (with or without the giving of notice, the lapse of time or both) in a Material Adverse Effect. MS has made available material default for which there exists any ongoing obligations or liability with respect to any such Lease. (i) Upon completion of the Sellers (Pre-Closing Transactions and the transactions described in Section 5.19 and Section 5.20, neither Seller nor any Company is obligated under any option, right of first refusal or other contractual right to the extent such copies are in MS' physical possession) true and complete copies purchase, sell, dispose of each deed for each parcel or lease any of Owned Real Property and, to the extent available, for each parcel of Leased Real Property and all the title insurance policies, title reports, surveys, certificates of occupancy, environmental reports and audits, appraisals and Permits relating to the Real Property, the operations of MS or any MS Subsidiary thereon Monterrey Property or any other uses thereof. Subject to all applicable leases, either MS real property or a MS Subsidiary, as the case may be, is in peaceful and undisturbed possession of each parcel of Real Property and neither MS nor any MS Subsidiary has executed and delivered any contractual restrictions that preclude or materially restrict the ability to use the premises for the purposes for which they are currently being used. Except as set forth in Section 3.15(c) of the Disclosure Schedules, neither MS nor any MS Subsidiary has leased or subleased any parcel or any portion of any parcel of Real Property to any other Person, nor has MS or any MS Subsidiary assigned its interest under any lease or sublease listed in Section 3.15(b) of the Disclosure Schedules to any third partytherein. (dj) MS hasTo Sellers’ Knowledge, or has caused to be, delivered to the Sellers true and complete copies of all leases and subleases listed in Section 3.15(b) of the Disclosure Schedules. With respect to each of such leases and subleases: (i) such lease or sublease represents the entire agreement between the respective landlord and tenant with respect to such property; and (ii) except as otherwise disclosed in Section 3.15(b) of the Disclosure Schedules, with respect to each such lease or sublease: (A) neither MS nor any MS Subsidiary has received any notice of cancellation or termination under such lease or sublease and (B) neither MS nor any MS Subsidiary has received any notice of a breach or default under such lease or sublease, which breach or default has not been cured. (e) There there are no condemnation proceedings or eminent domain proceedings material violations of any kind pending orzoning ordinances, to building codes or other governmental or regulatory Laws affecting the actual knowledge of MS (without investigation), threatened against Real Property or the Owned Real Monterrey Property. (fk) To Sellers’ Knowledge, as of the best knowledge date of MSthis Agreement, all improvements on neither Sellers nor such Company has received written notice of any condemnation proceeding or proposed action or agreement for taking in lieu of condemnation with respect to any portion of the Real Property constructed by or on behalf of MS or any MS Subsidiary were constructed in material compliance with all applicable Laws (including, but not limited to, any building, planning or zoning Laws) affecting such Real the Monterrey Property. (l) Upon completion of the Pre-Closing Transactions and the transactions described in Section 5.20, the Real Property and the real property subject to the provisions of Section 5.20 are the only real property and interests in real property that are necessary or material to the operation and continued conduct of the Business in substantially the same manner in all material respects as currently conducted. (m) Notwithstanding anything herein to the contrary, Section 3.4, Section 3.8, Section 3.9 and this Section 3.16 contain the only representations and warranties by any Seller in this Agreement relating to real property.

Real Property. (a) Section 3.15(aSchedule 4.12(a)(i) of the Disclosure Schedules lists: (i) lists the street address of each parcel of Owned Real Property, (ii) Property and the date on which current owner of each parcel of Owned Real Property was acquiredProperty. The Applicable Entities have, (iii) and the current owner Company will have as of each such parcel of the Closing, good, indefeasible and marketable fee simple title to all Owned Real Property, free and clear of all Encumbrances, other than Permitted Encumbrances, as described in clause (iv) information relating to the recordation of the deed pursuant definition thereof, or as set forth on Schedule 4.12(a)(ii) of the Disclosure Schedules and any such exceptions that would not, individually or in the aggregate, reasonably be expected to which each such parcel of Owned Real Property was acquired and (v) the current use of each such parcel of Owned Real Propertyhave a Material Adverse Effect. (b) Section 3.15(bSchedule 4.12(b) of the Disclosure Schedules lists: (i) lists the street address of each parcel of Leased Real Property, (ii) Property and the identity of the lessor, lessee and current occupant (if different from lessee) of each such parcel of Leased Real Property. The Applicable Entities have, (iii) and the term (referencing applicable renewal periods) Company will have as of the Closing, a valid leasehold estate in all Leased Real Property, free and fixed or basic rental payment clear of all Encumbrances, other than the terms of the leases (applicable lease and any subleases) pertaining to each such parcel of Leased Real Property and the Permitted Encumbrances as described in clause (iv) of the current use of each definition thereof and any such parcel of Leased Real Propertyexceptions that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (c) Except as described in Section 3.15(c) All Easements and similar rights necessary for the conduct of the Disclosure SchedulesTerminals Business as currently conducted and the ownership and operation of all of the facilities located on the Real Property (the “Required Easements”) are owned by the Applicable Entities and, there is no violation as of the Closing, will be owned by the Company. (d) True and complete copies of all title commitments, title policies, title reports and surveys (together with true and complete copies of all Encumbrances listed on any Law relating of the foregoing) in the possession of the Applicable Entities pertaining to any of the Owned Real Property, the Leased Real Property or the Required Easements (collectively, the “Real Property”) have been made available to the Buyer. (e) With respect to each of the Leased Real Property and the Required Easements, (i) each applicable lease and easement is in full force and effect and constitutes a legal and binding obligation of one or more of the Applicable Entities and each other party thereunder, enforceable against such other party in accordance with its terms, as limited by any applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar Laws affecting the enforcement of creditors’ rights generally, (ii) no event has occurred, and no condition or circumstance exists, that constitutes, or, to the Seller’s Knowledge, that with the giving of notice or the passage of time or both would constitute, a material default under any lease or Easement by an Applicable Entity or, to the Seller’s Knowledge, by any other party to any lease or Easement, (iii) to the Seller’s Knowledge, there are no material disputes with respect to any lease or Easement, (iv) to the Seller’s Knowledge, no party under any leases or Easements has made a claim with respect to any breach or default thereunder and (v) no Applicable Entity has subleased, licensed or sublicensed or otherwise granted any Person the right to use or occupy any real property subject to any lease or Easement (or any portion thereof). With respect to each of the Leased Real Property and the Required Easements, true and complete copies of all leases and Easements (as recorded, where applicable) have been made available to the Buyer. (f) With respect to the Real Property, there is no pending or, to the Seller’s Knowledge, threatened condemnation, eminent domain or similar action, or any sale or other disposition of any Real Property or any part thereof in lieu of condemnation or similar action, that would reasonably be expected to materially interfere with the operations at the affected Real Property. (g) Since the date on which SemGroup L.P. (together with its Affiliates, “SemGroup”) ceased to own and control all of the assets used in the conduct of the Terminals Business, the Required Easements, or a memorandum of Easement (or similar document) with respect to such Required Easements, have been filed for record in the real property records of the applicable county or counties in which the real property subject to such Easements is situated except to the extent such failure to file would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. MS has made available The Required Easements, collectively, form a continuous right-of-way, free of any material “gaps” in coverage, except as would not constitute a Material Adverse Effect. (h) Other than as would not reasonably be expected to have a Material Adverse Effect, (i) all tangible personal property, buildings, improvements, equipment, facilities, appurtenances and other tangible assets of the Applicable Entities or otherwise relating to the Sellers (to Terminals Business are located within the extent such copies are in MS' physical possession) true and complete copies boundaries of each deed for each parcel of Owned Real Property and, to the extent available, for each parcel of Leased Real Property and all the title insurance policies, title reports, surveys, certificates of occupancy, environmental reports and audits, appraisals and Permits relating to the Real Property, the operations of MS or any MS Subsidiary thereon or any other uses thereof. Subject to all applicable leases, either MS or a MS Subsidiary, as the case may be, is in peaceful and undisturbed possession of each parcel of Real Property and neither MS nor any MS Subsidiary has executed and delivered any contractual restrictions that preclude or materially restrict the ability to use the premises for the purposes for which they are currently being used. Except as set forth in Section 3.15(c(ii) none of the Disclosure Schedules, neither MS nor any MS Subsidiary has leased foregoing overlap or subleased any parcel or any portion encroach upon the real property of any parcel of Real Property to any other Person, nor has MS or any MS Subsidiary assigned its interest under any lease or sublease listed in Section 3.15(b) of the Disclosure Schedules to any third partyparties. (di) MS hasThe Real Property constitutes all of the real property interests owned, used or held for use in the conduct of the Terminals Business in the ordinary course and is sufficient in all material respects for the continued conduct and operation of the Terminals Business in the ordinary course. (j) The Seller has caused to be, delivered to the Sellers Buyer true and complete copies of all leases material engineering consultants’ reports, property condition reports and subleases listed in Section 3.15(b) of the Disclosure Schedules. With respect to each of such leases and subleases: (i) such lease or sublease represents the entire agreement between the respective landlord and tenant similar reports with respect to such property; and (ii) except as otherwise disclosed in Section 3.15(b) the Owned Real Property and the Leased Real Property, to the extent within the possession or control of the Disclosure SchedulesSeller or its Affiliates. Except as would not reasonably be expected to have a Material Adverse Effect, to the Seller’s Knowledge, there are no structural defects or physical damages with respect to each such lease or sublease: (A) neither MS nor any MS Subsidiary has received any notice of cancellation or termination under such lease or sublease and (B) neither MS nor any MS Subsidiary has received any notice of a breach or default under such lease or sublease, which breach or default has not been cured. (e) There are no condemnation proceedings or eminent domain proceedings of any kind pending or, to the actual knowledge of MS (without investigation), threatened against the Owned existing Real Property. (f) To the best knowledge of MS, all improvements on the Real Property constructed by or on behalf of MS or any MS Subsidiary were constructed in material compliance with all applicable Laws (including, but not limited to, any building, planning or zoning Laws) affecting such Real Property.

Real Property. (a) Section 3.15(a) Neither the Company nor any of the Disclosure Schedules lists: (i) the street address of each parcel of Owned Real Property, (ii) the date on which each parcel of Owned Real Property was acquired, (iii) the current owner of each such parcel of Owned Real Property, (iv) information relating to the recordation of the deed pursuant to which each such parcel of Owned Real Property was acquired and (v) the current use of each such parcel of Owned Real Propertyits Subsidiaries owns any real property. (b) Section 3.15(b) The Company has made available to Parent a complete and accurate copy of all of the Disclosure Schedules lists: existing leases, subleases or other agreements (icollectively, the “Leases”) under which the street address Company or any of each parcel of its Subsidiaries uses or occupies or has the right to use or occupy, now or in the future, any real property (such property, the “Leased Real Property”) (including all modifications, amendments, supplements, waivers and side letters thereto). The Company and/or its Subsidiaries have and own valid leasehold interests in the Leased Real Property, (ii) free and clear of all Liens other than Permitted Liens. The Company Leased Real Property constitutes all interests in real property used, occupied or held for use in connection with the identity business of the lessor, lessee Company and current occupant (if different from lessee) of each such parcel of Leased Real Property, (iii) the term (referencing applicable renewal periods) Company’s Subsidiaries and fixed or basic rental payment terms which are necessary for the continued operation of the leases (business of the Company and any subleases) pertaining the Company’s Subsidiaries as the business is currently conducted and as currently proposed to each such parcel be conducted. All of the Leased Real Property and buildings, fixtures and improvements thereon (ivi) are in good operating condition (subject to normal wear and tear) and (ii) are suitable, sufficient and appropriate in all material respects for their current and contemplated uses. None of the current use of each such parcel of improvements located on the Leased Real PropertyProperty constitute a legal non-conforming use or otherwise requires any special dispensation, variance or special permit under any Laws which has not been obtained. (c) Except as described in Section 3.15(c) The occupancies and uses of the Disclosure SchedulesLeased Real Property, there is no as well as the development, construction, management, maintenance, servicing and operation of the Leased Real Property, comply in all material respects with all Laws and are not in violation of any thereof; and all certificates of occupancy and all other Permits required by Law relating to any for the proper use and operation of the Owned Real Property that would reasonably be expected to have a Material Adverse Effect. MS has made available to the Sellers (to the extent such copies are in MS' physical possession) true and complete copies of each deed for each parcel of Owned Real Property and, to the extent available, for each parcel of Leased Real Property are in full force and all the title insurance policies, title reports, surveys, certificates of occupancy, environmental reports and audits, appraisals and Permits relating to the Real Property, the operations of MS or any MS Subsidiary thereon or any other uses thereof. Subject to all applicable leases, either MS or a MS Subsidiary, as the case may be, is in peaceful and undisturbed possession of each parcel of Real Property and neither MS nor any MS Subsidiary has executed and delivered any contractual restrictions that preclude or materially restrict the ability to use the premises for the purposes for which they are currently being used. Except as set forth in Section 3.15(c) of the Disclosure Schedules, neither MS nor any MS Subsidiary has leased or subleased any parcel or any portion of any parcel of Real Property to any other Person, nor has MS or any MS Subsidiary assigned its interest under any lease or sublease listed in Section 3.15(b) of the Disclosure Schedules to any third partyeffect. (d) MS hasThere is no outstanding Tax, levy or has caused to be, delivered to the Sellers true and complete copies of all leases and subleases listed in Section 3.15(b) of the Disclosure Schedules. With respect to each of such leases and subleases: (i) such lease or sublease represents the entire agreement between the respective landlord and tenant with respect to such property; and (ii) except as otherwise disclosed in Section 3.15(b) of the Disclosure Schedules, with respect to each such lease or sublease: (A) neither MS nor any MS Subsidiary has received any notice of cancellation or termination under such lease or sublease and (B) neither MS nor any MS Subsidiary has received any notice of a breach or default under such lease or sublease, which breach or default has not been cured. (e) There are no condemnation proceedings or eminent domain proceedings charge of any kind pending or, to whatsoever in respect of the actual knowledge Leased Real Property or in connection with the Company’s or any of MS (without investigation), threatened against the Owned its Subsidiaries’ use or right in such Leased Real Property, and neither the Company nor any of its Subsidiaries is under any obligation to pay such Taxes, levies or charges to any third party, including any Governmental Authority or the Israeli Land Administration. (f) To the best knowledge of MS, all improvements on the Real Property constructed by or on behalf of MS or any MS Subsidiary were constructed in material compliance with all applicable Laws (including, but not limited to, any building, planning or zoning Laws) affecting such Real Property.

Real Property. (a) Section 3.15(a) of the Disclosure Schedules lists: Schedule 4.18 describes and lists (i) the street address and record owner of all real property owned by any of the Companies (the "OWNED REAL PROPERTY") or (ii) the name of the landlord of any real property leased for use by any of the Companies (the "LEASED REAL PROPERTY" and together with the Owned Real Property, the "REAL PROPERTY"). The Leased Real Property is leased pursuant to the leases described on Schedule 4.18 (the "REAL ESTATE LEASES"). Except as set forth on Schedule 4.18, the applicable Companies (i) have good, marketable and insurable fee simple title to all of the Owned Real Property and (ii) have a valid leasehold interest in, and enjoy peaceful and undisturbed possession (consistent with historical use) of, all Leased Real Property, in each case free and clear of all Security Interests. Except as set forth on Schedule 4.18, there are no leases, subleases, licenses, occupancy agreements, options, rights, concessions or other agreements or arrangements to which any Company is a party, granting to any Person the right to use, occupy or purchase the Owned Real Property, or the right to use or occupy any of the Real Property. Except as set forth on Schedule 4.18, the Real Property constitutes all interests in real property currently used or currently held for use in connection with the Business. (b) All buildings, improvements and fixtures owned, leased, or used by any of the Companies on the Real Property are in operating condition and in a state of good repair (normal wear and tear excepted) for the continued use on such Real Property in the Ordinary Course of Business, and such buildings, improvements and fixtures are, to the Sellers' Knowledge, free from material structural defects. (c) The Real Property and the improvements are sufficiently supplied in all material respects with utilities and other services as necessary for the operation of such Real Property and improvements as currently operated. (d) There are no pending or, to the Sellers' Knowledge, threatened condemnation or eminent domain proceedings with respect to any of the Real Property. (e) None of the Sellers has received any notice which remains uncured that the Real Property violates any Law, zoning or restriction of a Governmental Body applicable to the Real Property. (f) With respect to each parcel of Owned Real Property, (i) there are no leases, subleases, licenses, concessions or other agreements, written or oral, granted by the Companies to any party or parties (other than any of the Companies) which grant to any such party or parties the right of use or occupancy of any portion of the Owned Real Property, (ii) the date on which each parcel there are no outstanding options or rights of Owned Real Property was acquired, (iii) the current owner of each first refusal to purchase any such parcel of Owned Real Property, (iv) information relating to or any portion thereof or interest therein granted by the recordation of the deed pursuant to which each such parcel of Owned Real Property was acquired Companies, and (v) the current use of each such parcel of Owned Real Property. (b) Section 3.15(b) of the Disclosure Schedules lists: (i) the street address of each parcel of Leased Real Property, (ii) the identity of the lessor, lessee and current occupant (if different from lessee) of each such parcel of Leased Real Property, (iii) the term (referencing applicable renewal periods) and fixed or basic rental payment terms of the leases (and any subleases) pertaining to each such parcel of Leased Real Property and (iv) the current use of each such parcel of Leased Real Property. (c) Except as described in Section 3.15(c) of the Disclosure Schedules, there is no violation of any Law relating to any of the Owned Real Property that would reasonably be expected to Companies have a Material Adverse Effect. MS has made available to the Sellers (to the extent such copies are in MS' physical possession) true and complete Purchaser copies of each deed for each parcel of such Owned Real Property and, to the extent available, for each parcel of Leased Real Property and all the title insurance policies, title reports, surveys, certificates of occupancy, environmental reports policies and audits, appraisals and Permits surveys relating to the Real Property, the operations of MS or any MS Subsidiary thereon or any other uses thereof. Subject to all applicable leases, either MS or a MS Subsidiary, as the case may be, is in peaceful and undisturbed possession of each parcel of Real Property and neither MS nor any MS Subsidiary has executed and delivered any contractual restrictions that preclude or materially restrict the ability to use the premises for the purposes for which they are currently being used. Except as set forth in Section 3.15(c) of the Disclosure Schedules, neither MS nor any MS Subsidiary has leased or subleased any parcel or any portion of any parcel of Real Property to any other Person, nor has MS or any MS Subsidiary assigned its interest under any lease or sublease listed in Section 3.15(b) of the Disclosure Schedules to any third partythereto. (d) MS has, or has caused to be, delivered to the Sellers true and complete copies of all leases and subleases listed in Section 3.15(b) of the Disclosure Schedules. With respect to each of such leases and subleases: (i) such lease or sublease represents the entire agreement between the respective landlord and tenant with respect to such property; and (ii) except as otherwise disclosed in Section 3.15(b) of the Disclosure Schedules, with respect to each such lease or sublease: (A) neither MS nor any MS Subsidiary has received any notice of cancellation or termination under such lease or sublease and (B) neither MS nor any MS Subsidiary has received any notice of a breach or default under such lease or sublease, which breach or default has not been cured. (e) There are no condemnation proceedings or eminent domain proceedings of any kind pending or, to the actual knowledge of MS (without investigation), threatened against the Owned Real Property. (f) To the best knowledge of MS, all improvements on the Real Property constructed by or on behalf of MS or any MS Subsidiary were constructed in material compliance with all applicable Laws (including, but not limited to, any building, planning or zoning Laws) affecting such Real Property.

Real Property. (a) Section 3.15(a) If the Collateral Release Event has not been consummated within 180 days of the Disclosure Schedules lists: date of this Indenture, the Issuers shall use commercially reasonable efforts to deliver to the Trustee and the Collateral Trustee within 180 days of the date of this Indenture, with respect to all Real Estate Collateral (each such real property asset, the “Mortgaged Property”), the following (in each case, to the extent provided with respect to the Existing Second Lien Notes): (1) fully executed and notarized mortgages and deeds of trust, assignments of rents, pledge and security agreements and fixture filings (each, a “Mortgage”) encumbering the real property of the Issuers or any of the Guarantors in each such Mortgaged Property, together with such UCC-1 financing statements or other fixture filings as the Collateral Trustee shall reasonably deem appropriate with respect to such Mortgaged Property; (2) evidence that counterparts of the Mortgage (and such other documents referenced in clause (1) this Section 10.11(a)) for each Mortgaged Property have been filed or recorded (or are in form suitable for filing or recording) in all filing or recording offices that the Collateral Trustee may deem reasonably necessary or desirable in order to create a valid and subsisting Lien on the property described therein in favor of the Collateral Trustee for its benefit and for the benefit of the Trustee and the Holders of the Notes; (3) a fully paid pro forma title insurance policy (each, a “Mortgage Policy/ies”) for each Mortgaged Property (except for those portions of the Mortgaged Properties constituting the pipeline system), which shall include only those endorsements that the Issuers are able to obtain at either (i) the street address of each parcel of Owned Real Property, no cost or (ii) at a nominal cost, and shall provide for affirmative insurance as the date Initial Purchasers may reasonably request and which, upon the recording of the Mortgages, will insure the Mortgages to be valid and subsisting Liens on the Mortgaged Property described therein, free and clear of all material Liens, except Permitted Liens; (4) a written opinion from local counsel in each state in which each parcel Mortgaged Property is located with respect to due authorization, enforceability, execution, delivery, creation, perfection and payment of Owned Real Property was acquiredmortgage tax with respect to the applicable Mortgage and any related fixture filings, in customary form and substance and subject to customary assumptions, limitations and qualifications, reasonably satisfactory to the Collateral Trustee; (iii5) all existing surveys and no change affidavits as may be reasonably required to cause the current title company to issue the Mortgage Policy/ies required pursuant to clause (3) above; (6) with respect to the Mortgaged Property, such consents or approvals as shall reasonably be deemed necessary by the Initial Purchasers in order for the owner of such Mortgaged Property to grant the lien contemplated by the Mortgage; (7) with respect to each such parcel of Owned Real Mortgaged Property, such affidavits, certificates, instruments of indemnification and other items (ivincluding a so-called “gap” indemnification) information relating as shall be reasonably required to induce the title insurance company to issue the Mortgage Policy/ies and endorsements contemplated above; (8) evidence reasonably acceptable to the recordation Initial Purchasers, the Collateral Trustee and the Trustee of payment by the Issuers of all Mortgage Policy premiums, search and examination charges escrow charges and related charges, mortgage recording taxes, fees, charges, costs and expenses required for the recording of the deed pursuant Mortgages, fixture filings and issuance of the Mortgage Policies referred to above; (9) with respect to each Mortgaged Property, a flood hazard determination and, if the area in which each such parcel of Owned Real any improvements located on any Mortgaged Property was acquired and is designated a “flood hazard area” in any Flood Insurance Rate Map published by the Federal Emergency Management Agency (v) the current use or any successor agency), flood insurance, in favor of each such parcel of Owned Real Propertythe Collateral Trustees for and for the benefit of the Trustee and the Holders of the Notes, to the extent (including with respect to amounts) required in order to comply with applicable law; and (10) with respect to each Mortgaged Property (except for those portions of the Mortgaged Properties constituting the pipeline system), a zoning report issued by the Planning and Zoning Resource Corporation. (b) It shall not be a Default or Event of Default under the Indenture if the Company is unable to grant a security interest in the Real Estate Collateral or deliver the items listed in Section 3.15(b10.11(a) above within 180 days following the date of the Disclosure Schedules lists: (i) Indenture so long as the street address Company used commercially reasonable efforts to do so. For purposes of each parcel of Leased Real Propertyclarification, (ii) the identity Company and its Restricted Subsidiaries may modify the existing mortgages and other existing mortgage documentation, rather than providing any or all of the lessordocumentation listed in Section 10.11(a) above, lessee so long as in either case the Holders of Notes are secured by the Real Estate Collateral on an equal and current occupant (if different from lessee) of each such parcel of Leased Real Property, (iii) ratable basis with the term (referencing applicable renewal periods) and fixed or basic rental payment terms of the leases (and any subleases) pertaining to each such parcel of Leased Real Property and (iv) the current use of each such parcel of Leased Real PropertyExisting Second Lien Notes. (c) Except as described in Section 3.15(c) If the Collateral Release Event has not been consummated within 180 days of the Disclosure Schedulesdate of this Indenture, there is no violation following the acquisition by the Issuers or any Guarantor of any Law relating to any of the Owned Real Property fee, leasehold or otherwise held interest in real property that would reasonably be expected to have a Material Adverse Effect. MS has made available to the Sellers is not an Excluded Asset (to the extent such copies are in MS' physical possession) true and complete copies of each deed for each parcel of Owned Real Property andeach, an “After-Acquired Property”), to the extent availablethe Issuer or such Guarantor grants a Mortgage with respect to such After-Acquired Property for the benefit of the holders of any First Lien Obligations, for each parcel of Leased Real the Issuers or such Guarantor that owns such After-Acquired Property shall use commercially reasonable efforts to execute and all the title insurance policies, title reports, surveys, certificates of occupancy, environmental reports and audits, appraisals and Permits relating deliver to the Real Collateral Trustee (within 90 days after the acquisition of such After-Acquired Property) a Mortgage, and to the extent provided for the benefit of the holders of any First Lien Obligations, the operations of MS or any MS Subsidiary thereon or any other uses thereof. Subject to all applicable leases, either MS or a MS Subsidiary, as the case may be, is in peaceful and undisturbed possession of each parcel of Real Property and neither MS nor any MS Subsidiary has executed and delivered any contractual restrictions that preclude or materially restrict the ability to use the premises for the purposes for which they are currently being used. Except as items set forth in Section 3.15(cclauses (1), (2), (3), (4), (5), (6), (7), (8), (9) and (10) of clause (a) of this Section 10.11 relating to such After-Acquired Property mutatis mutandis, and thereupon such After-Acquired Property shall be Collateral to the Disclosure Schedules, neither MS nor any MS Subsidiary has leased or subleased any parcel or any portion extent purported to be subject to the Lien of any parcel of Real Property to any other Person, nor has MS or any MS Subsidiary assigned its interest under any lease or sublease listed in Section 3.15(b) of the Disclosure Schedules to any third partysuch Mortgage. (d) MS has, It shall not be a Default or has caused Event of Default under the Indenture if the Company is unable to be, delivered to grant a security interest in the Sellers true and complete copies of all leases and subleases After-Acquired Property or deliver the items listed in Section 3.15(b10.11(a) of the Disclosure Schedules. With respect to each of such leases and subleases: (i) such lease or sublease represents the entire agreement between the respective landlord and tenant with respect to such property; and (ii) except as otherwise disclosed the After-Acquired Property within the time frame described in Section 3.15(b10.11(c) of so long as the Disclosure Schedules, with respect Company used commercially reasonable efforts to each such lease or sublease: (A) neither MS nor any MS Subsidiary has received any notice of cancellation or termination under such lease or sublease and (B) neither MS nor any MS Subsidiary has received any notice of a breach or default under such lease or sublease, which breach or default has not been cureddo so. (e) There are no condemnation proceedings or eminent domain proceedings of any kind pending or, to the actual knowledge of MS (without investigation), threatened against the Owned Real Property. (f) To the best knowledge of MS, all improvements on the Real Property constructed by or on behalf of MS or any MS Subsidiary were constructed in material compliance with all applicable Laws (including, but not limited to, any building, planning or zoning Laws) affecting such Real Property.

Real Property. (a) Section 3.15(aSchedule 3.18(a) of the Disclosure Schedules lists: (i) contains a true, correct and complete list of the street address and area of each parcel of Owned Real Property, real property in which the Company or any of its Subsidiaries holds land use rights (iithe "Land Use Rights"). (A) the date on which each parcel of Owned Real Property was acquired, (iiiExcept as set forth in Schedule 3.18(a)(A) the current owner of each such parcel of Owned Real Property, (iv) information relating to the recordation of the deed pursuant Disclosure Schedules, the Company or a Subsidiary holds good and valid title to such Land Use Rights free and clear of all Encumbrances, except for Permitted Encumbrances. (B) Except as set forth in Schedule 3.18(a)(B) of the Disclosure Schedules, the Company or a Subsidiary has paid in full any and all of the land grant premium required under applicable Laws in connection with securing such Land Use Rights. (C) Except as set forth in Schedule 3.18(a)(C) of the Disclosure Schedules, none of the land with respect to which each such parcel of Owned Real Property was acquired and the Land Use Rights relate constitutes "arable land" (vas defined under Chinese law) the current use of each such parcel of Owned Real Propertythat has been converted to other uses. (b) Section 3.15(bSchedule 3.18(b) of the Disclosure Schedules lists: (i) the street address contains a true, correct and complete list of each parcel leasehold interest pursuant to which the Company or any of Leased Real Propertyits Subsidiaries holds any real property (each, (ii) the identity a "Lease"). Each of the lessor, lessee and current occupant (if different from lesseeLeases listed in Schedule 3.18(b) of each such parcel of Leased Real Property, (iii) has been provided to the term (referencing applicable renewal periods) and fixed Purchasers or basic rental payment terms their legal advisors prior to the date hereof or will be provided within 15 days of the leases (date hereof. Each Lease constitutes the entire agreement to which the Company or any of its Subsidiaries is party with respect to the property leased thereunder. Each of the Company and its Subsidiaries has performed all of their respective obligations in all material respects under such Leases. Except as set forth in Schedule 3.18(b), there is no pending, or to the knowledge of the Company and the Company Warrantors, threatened action, suit, proceeding or claim before any subleases) pertaining to each such parcel of Leased Real Property and (iv) Governmental Authority by others against the current Company's or the Company's Subsidiaries' use of each the land under such parcel of Leased Real PropertyLeases. (c) Except as described set forth in Section 3.15(cSchedule 3.18(c) of the Disclosure Schedules, there is no violation none of the Company or its Subsidiaries uses any material real property in the conduct of its business except insofar as it holds valid Land Use Rights or has executed a Lease with respect thereto. (d) Except as set forth in Schedule 3.18(d) of the Disclosure Schedules, each of the Company and the Subsidiaries has obtained property ownership certification for the material plants, buildings and improvements located on all land with respect to which it holds Land Use Rights (collectively, the "Improvements") and holds good and valid title to such Improvements free and clear of all Encumbrances, except for Permitted Encumbrances. Except as set forth in Schedule 3.18(d) of the Disclosure Schedules, the Improvements do not (i) contravene any applicable Law relating to zoning or building or (ii) violate any restrictive covenant, in the case of either (i) or (ii), the effect of which would materially interfere with or prevent the continued use of such Improvements for the purposes for which they are now being used. All of the Owned Real Property that would reasonably be expected to have a Material Adverse Effect. MS has made available to the Sellers (to the extent such copies Improvements are in MS' physical possessionreasonable operating condition and in a state of reasonable maintenance and repair (except for ordinary wear and tear) true and complete copies of each deed for each parcel of Owned Real Property and, to the extent available, for each parcel of Leased Real Property and all the title insurance policies, title reports, surveys, certificates of occupancy, environmental reports and audits, appraisals and Permits relating to the Real Property, the operations of MS or any MS Subsidiary thereon or any other uses thereof. Subject to all applicable leases, either MS or a MS Subsidiary, as the case may be, is in peaceful and undisturbed possession of each parcel of Real Property and neither MS nor any MS Subsidiary has executed and delivered any contractual restrictions that preclude or materially restrict the ability to use the premises are adequate for the purposes for which they are currently being used. Except as set forth in Section 3.15(c. (e) A true and complete copy of each of the Disclosure Schedules, neither MS nor any MS Subsidiary has leased or subleased any parcel or any portion of any parcel of Real Property agreements relating to any other Person, nor has MS or any MS Subsidiary assigned its interest under any lease or sublease listed the Encumbrances identified in Section 3.15(bSchedule 3.18(c) and Schedule 3.18(d) of the Disclosure Schedules (the "Mortgages") has been made available for review by each of the Purchasers or their legal advisors prior to any third partythe date hereof. (df) MS hasNo event that, with the giving of notice or has caused to bepassage of time or both, delivered would constitute a default or event of default of a material nature by the Company or any Subsidiary or, to the Sellers true and complete copies of all leases and subleases listed in Section 3.15(b) knowledge of the Disclosure Schedules. With respect to each Company and the Subsidiaries, by any other party, has occurred and is continuing unremedied or unwaived under the terms of such leases and subleases: (i) such lease or sublease represents the entire agreement between the respective landlord and tenant with respect to such property; and (ii) except as otherwise disclosed in Section 3.15(b) any of the Disclosure SchedulesLand Use Rights, with respect to each such lease the Leases or sublease: (A) neither MS nor any MS Subsidiary has received any notice of cancellation or termination under such lease or sublease and (B) neither MS nor any MS Subsidiary has received any notice of a breach or default under such lease or sublease, which breach or default has not been cured. (e) Mortgages. There are exists no condemnation proceedings or eminent domain proceedings of any kind pending or, to the actual knowledge of MS (without investigation)the Company and Company Warrantors, threatened against the Owned Real Property. (f) To the best knowledge of MScondemnation, all improvements on the Real Property constructed by confiscation, dispute, claim, demand or on behalf of MS or similar proceeding before any MS Subsidiary were constructed in material compliance Governmental Authority with all applicable Laws (including, but not limited respect to, or that could materially and adversely affect, the continued use and enjoyment of any buildingLand Use Right, planning Lease or zoning Laws) affecting such Real PropertyImprovement.

Real Property. 4.8.1. All the Assets consisting of Real Property interests are described (aincluding recordation data) Section 3.15(a) of on SCHEDULE 6. Except as otherwise disclosed on SCHEDULE 6, the Disclosure Schedules lists: (i) Partnership holds good, marketable and indefeasible title in pleno dominio to the street address of each parcel of Owned Real Property shown as being owned by the Partnership on SCHEDULE 6 and the valid and enforceable right to use and possess such Real Property, (ii) subject only to the date on which each parcel of Owned Permitted Encumbrances. The Partnership has valid and enforceable leasehold interests in Real Property was acquiredshown as being leased by the Partnership on SCHEDULE 6 and except as otherwise set forth in SCHEDULE 6 such leasehold interests have been recorded in the appropriate section of the Registry of Property of Puerto Rico in accordance with applicable laws. With respect to other Real Property not owned or leased by the Partnership, (iii) the current owner Partnership has the valid and enforceable right to use all other Real Property pursuant to the easements, licenses, rights-of-way or other rights described on SCHEDULE 6, subject only to Permitted Encumbrances. 4.8.2. The documents delivered by Seller to Buyer as evidence of each such parcel lease of Owned Real Property constitute the entire agreement with the landlord in question. There are no leases or other agreements, oral or written, granting to any Person other than the Partnership the right to occupy or use any Real Property, (iv) information relating to except as described on SCHEDULE 6. The Partnership has valid and enforceable easements, rights-of-way and other rights appurtenant to, or which are necessary for the recordation of the deed pursuant to which each such parcel of Owned Real Property was acquired and (v) the Partnership's current use of each such parcel of Owned Real Property. (b) Section 3.15(b) of the Disclosure Schedules lists: (i) the street address of each parcel of Leased Real Propertyof, (ii) the identity of the lessor, lessee and current occupant (if different from lessee) of each such parcel of Leased Real Property, (iii) the term (referencing applicable renewal periods) and fixed or basic rental payment terms of the leases (and any subleases) pertaining to each such parcel of Leased Real Property and (iv) the current use of each such parcel of Leased Real Property. (c) Except as described in Section 3.15(c) of Partnership has not received any notice with respect to the Disclosure Schedulestermination, there is no violation breach or impairment of any Law relating to any of those rights. Except for the Owned Real Property that would reasonably be expected to have a Material Adverse Effect. MS has made available to the Sellers (to the extent such copies are in MS' physical possession) true and complete copies of each deed for each parcel of Owned Real Property andAmericans With Disabilities Act, to the extent available, for each parcel of Leased Real Property and all the title insurance policies, title reports, surveys, certificates of occupancy, environmental reports and audits, appraisals and Permits relating to the Real Property, the operations of MS or any MS Subsidiary thereon or any other uses thereof. Subject to all applicable leases, either MS or a MS Subsidiary, as the case may be, is in peaceful and undisturbed possession of each parcel of Real Property Property, any improvements constructed thereon and neither MS nor any MS Subsidiary has executed their current use conform to (a) all applicable Legal Requirements, including zoning requirements, and delivered any contractual restrictions that preclude or materially restrict the ability to use the premises for the purposes for which they are currently being used. Except as set forth in Section 3.15(c(b) of the Disclosure Schedulesall restrictive covenants, neither MS nor any MS Subsidiary has leased or subleased any parcel or any portion of any parcel of Real Property to any other Person, nor has MS or any MS Subsidiary assigned its interest under any lease or sublease listed in Section 3.15(b) of the Disclosure Schedules to any third party. (d) MS hasif any, or has caused to be, delivered to the Sellers true and complete copies of other Encumbrances affecting all leases and subleases listed in Section 3.15(b) of the Disclosure Schedules. With respect to each or part of such leases and subleases: (i) such lease or sublease represents the entire agreement between the respective landlord and tenant with respect to such property; and (ii) except as otherwise disclosed in Section 3.15(b) of the Disclosure Schedules, with respect to each such lease or sublease: (A) neither MS nor any MS Subsidiary has received any notice of cancellation or termination under such lease or sublease and (B) neither MS nor any MS Subsidiary has received any notice of a breach or default under such lease or sublease, which breach or default has not been curedparcel. (e) There are no condemnation proceedings or eminent domain proceedings of any kind pending or, to the actual knowledge of MS (without investigation), threatened against the Owned Real Property. (f) To the best knowledge of MS, all improvements on the Real Property constructed by or on behalf of MS or any MS Subsidiary were constructed in material compliance with all applicable Laws (including, but not limited to, any building, planning or zoning Laws) affecting such Real Property.

Real Property. Set forth on Schedule 3.12 (a) Section 3.15(a) is a complete list and the location of all Real Property (the Disclosure Schedules lists: (i) the street address of each parcel of Owned "Scheduled Real Property, (ii) the date on which each parcel of Owned Real Property was acquired, (iii) the current owner of each such parcel of Owned Real Property, (iv) information relating to the recordation of the deed pursuant to which each such parcel of Owned Real Property was acquired and (v) the current use of each such parcel of Owned Real Property. (b) Section 3.15(b) of the Disclosure Schedules lists: (i) the street address of each parcel of Leased Real Property, (ii) the identity of the lessor, lessee and current occupant (if different from lessee) of each such parcel of Leased Real Property, (iii) the term (referencing applicable renewal periods) and fixed or basic rental payment terms of the leases (and any subleases) pertaining to each such parcel of Leased Real Property and (iv) the current use of each such parcel of Leased Real Property. (c) Except as described in Section 3.15(c) of the Disclosure Schedules, there is no violation of any Law relating to any of the Owned Real Property that would reasonably be expected to have a Material Adverse Effect"). MS has made available to the Sellers (to the extent such copies are in MS' physical possession) true True and complete copies of each deed for each parcel of Owned Real Property and(a) all deeds, to the extent availableleases, for each parcel of Leased Real Property and all the title insurance policies, title reports, surveys, certificates policies and surveys in possession of occupancy, environmental reports and audits, appraisals and Permits the Acquired Company relating to the Scheduled Real Property, Property of the operations of MS or any MS Subsidiary thereon or any other uses thereof. Subject to Acquired Company and (b) all applicable leases, either MS or a MS Subsidiary, as the case may be, is documents in peaceful and undisturbed possession of each parcel of the Acquired Company evidencing any Encumbrances upon the Scheduled Real Property and neither MS nor any MS Subsidiary has executed and delivered any contractual restrictions that preclude or materially restrict of the ability Acquired Company have heretofore been furnished to use the premises for the purposes for which they are currently being usedPurchaser. Except as set forth in Section 3.15(c) of the Disclosure SchedulesSchedule 3.12(a), neither MS nor any MS Subsidiary has leased or subleased any parcel or any portion of any parcel of Real Property to any other Person, nor has MS or any MS Subsidiary assigned its interest under any lease or sublease listed in Section 3.15(b) of the Disclosure Schedules to any third party. (d) MS has, or has caused to be, delivered to the Sellers true and complete copies of all leases and subleases listed in Section 3.15(b) of the Disclosure Schedules. With with respect to each parcel of such leases and subleasesScheduled Real Property: (i) such lease the Acquired Company has good and clear record and marketable title to each parcel of its Scheduled Real Property, insurable by a recognized national title insurance company at standard rates, free and clear of any security interest, encumbrance, easement, covenant or sublease represents the entire agreement between the respective landlord and tenant with respect to such property; andother restriction, except for Permitted Encumbrances; (ii) except the Asset Seller has good and marketable fee or leasehold title (as otherwise disclosed in Section 3.15(bthe case may be) of the Disclosure Schedules, with respect to each such lease parcel of its Scheduled Real Property, free of all leases, tenancies, mortgages, charges, liens, or sublease: rent charges, except for Permitted Encumbrances; (iii) there are no (A) neither MS nor any MS Subsidiary has received any notice of cancellation or termination under such lease or sublease and (B) neither MS nor any MS Subsidiary has received any notice of a breach or default under such lease or sublease, which breach or default has not been cured. (e) There are no condemnation proceedings or eminent domain proceedings of any kind pending or, to the actual knowledge of MS (without investigation)Selling Parties' Knowledge, threatened against condemnation proceedings relating to such parcel, (B) pending or, to the Owned Real Property.Selling Parties' Knowledge, threatened litigation or administrative actions relating to such parcel, or (C) other matters affecting adversely the current use of such parcel or the occupancy or value thereof; (fiv) To there are no leases, subleases, licenses or agreements, written or oral, granting to any party or parties the best knowledge right of MSuse or occupancy of any portion of such parcel; (v) there are no outstanding options or rights of first refusal to purchase such parcel, or any portion thereof or interest therein; (vi) all facilities located on such parcel are supplied with utilities and other services necessary for the operation of such facilities, including gas, electricity, water, telephone, sanitary sewer and storm sewer, all improvements of which services are adequate for the Business as currently conducted; (vii) such parcel abuts on and has direct vehicular access to a public road or access to a public road via a permanent, irrevocable, appurtenant easement benefiting such parcel; and (viii) no Selling Party has received notice of any noncompliance of the Scheduled Real Property constructed by with any applicable zoning law, code or on behalf ordinance and, to the Selling Parties' Knowledge, there is no proposed or pending proceeding to change or redefine the zoning classification of MS all or any MS Subsidiary were constructed in material compliance with all applicable Laws (including, but not limited to, any building, planning or zoning Laws) affecting such Real Propertyportion of the parcels.

Real Property. (a) Except as set forth in Section 3.15(a4.2(a) of the Disclosure Schedules lists: Schedule, the Company is not a lessee, sub-lessee, tenant, licensee or assignee of any real property owned by any third Person nor is it party to any leases of real property, occupancy agreements or similar agreements, whether written or oral. (ib) Section 4.2(b) of the street address Disclosure Schedule sets forth a complete and accurate list and legal description of each parcel of all the real property that the Company owns (the “Owned Real Property, (ii) the date on which each parcel of Owned Real Property was acquired, (iii) the current owner of each such parcel of Owned Real Property, (iv) information relating ”). With respect to the recordation of the deed pursuant to which each such parcel of Owned Real Property was acquired except as set forth in Section 4.2(b) of the Disclosure Schedule: (i) the Company has fee simple title to the parcel of Owned Real Property, free and clear of any Lien (other than Permitted Liens), easement, covenant or other restriction, except for liens for utilities and current Taxes not yet due and payable, installments of special assessments and liens incurred in the ordinary course of business not yet delinquent, and recorded easements, covenants and other restrictions which do not materially and adversely affect the current use or occupancy, or the marketability of title or, to the Knowledge of the Company, value, of the Owned Real Property subject thereto; (ii) there are no pending or, to the Knowledge of the Company, threatened condemnation Proceedings relating to the Owned Real Property or, to the Knowledge of the Company, other Proceedings affecting adversely the current use, occupancy or value thereof; (iii) to the Knowledge of the Company, the physical condition of the parcel of Owned Real Property is sufficient to permit the continued conduct of the business consistent with past practices, subject to the provision of the usual and customary maintenance and repairs performed in the ordinary course of business, consistent with past practice, with respect to similar properties of like age and construction; (iv) all facilities have received all approvals of Governmental Authorities (including Permits) required in connection with the ownership or operation thereof and have been operated and maintained in accordance with applicable Laws; (v) there are no leases, subleases, licenses, concessions or other agreements, written or oral, granting to any party or parties the current right of use or occupancy of each any portion of the parcel of Owned Real Property; (vi) there are no outstanding options or rights of first refusal to purchase the parcel of Owned Real Property, or any portion thereof or interest therein; (vii) there is no Person other than the Company in possession of the parcel of Owned Real Property. and (viii) all facilities located on the parcel of Owned Real Property, to the Knowledge of the Company, are supplied with utilities and other services necessary for the operation of such facilities at Closing, including gas, electricity, water, telephone, sanitary sewer and storm sewer, all of which services are in accordance with all applicable Laws and are provided via public roads or via permanent, irrevocable, appurtenant easements benefiting the parcel of Owned Real Property. (b) Section 3.15(b) of the Disclosure Schedules lists: (i) the street address of each parcel of Leased Real Property, (ii) the identity of the lessor, lessee and current occupant (if different from lessee) of each such parcel of Leased Real Property, (iii) the term (referencing applicable renewal periods) and fixed or basic rental payment terms of the leases (and any subleases) pertaining to each such parcel of Leased Real Property and (iv) the current use of each such parcel of Leased Real Property. (c) Except as described in Section 3.15(c) of the Disclosure Schedules, there is no violation of any Law relating to any of the Owned Real Property that would reasonably be expected to have a Material Adverse Effect. MS has made available to the Sellers (to the extent such copies are in MS' physical possession) true and complete copies of each deed for each parcel of Owned Real Property and, to the extent available, for each parcel of Leased Real Property and all the title insurance policies, title reports, surveys, certificates of occupancy, environmental reports and audits, appraisals and Permits relating to the Real Property, the operations of MS or any MS Subsidiary thereon or any other uses thereof. Subject to all applicable leases, either MS or a MS Subsidiary, as the case may be, is in peaceful and undisturbed possession of each parcel of Real Property and neither MS nor any MS Subsidiary has executed and delivered any contractual restrictions that preclude or materially restrict the ability to use the premises for the purposes for which they are currently being used. Except as set forth in Section 3.15(c) of the Disclosure Schedules, neither MS nor any MS Subsidiary has leased or subleased any parcel or any portion of any parcel of Real Property to any other Person, nor has MS or any MS Subsidiary assigned its interest under any lease or sublease listed in Section 3.15(b) of the Disclosure Schedules to any third party. (d) MS has, or has caused to be, delivered to the Sellers true and complete copies of all leases and subleases listed in Section 3.15(b) of the Disclosure Schedules. With respect to each of such leases and subleases: (i) such lease or sublease represents the entire agreement between the respective landlord and tenant with respect to such property; and (ii) except as otherwise disclosed in Section 3.15(b) of the Disclosure Schedules, with respect to each such lease or sublease: (A) neither MS nor any MS Subsidiary has received any notice of cancellation or termination under such lease or sublease and (B) neither MS nor any MS Subsidiary has received any notice of a breach or default under such lease or sublease, which breach or default has not been cured. (e) There are no condemnation proceedings or eminent domain proceedings of any kind pending or, to the actual knowledge of MS (without investigation), threatened against the Owned Real Property. (f) To the best knowledge of MS, all improvements on the Real Property constructed by or on behalf of MS or any MS Subsidiary were constructed in material compliance with all applicable Laws (including, but not limited to, any building, planning or zoning Laws) affecting such Real Property.

Real Property. (aSchedule 5.12(a) Section 3.15(a) attached hereto contains a complete and accurate list of all real property interests owned by any of the Disclosure Schedules lists: Sellers (i) the street address of each parcel of "Owned Real Property"). Attached to Schedule 5.12(a) is a true and correct copy of the deed and other instruments (as recorded) by which any of the Sellers acquired such Owned Real Property. Each of the Sellers has good, (ii) marketable and insurable title in fee simple to the date on which each parcel of Owned Real Property was acquiredit purports to own (including, but not limited to, that reflected on the Unaudited Year-End Financial Statements) free and clear of all Liens, deeds of trust, adverse claims, encumbrances, mortgages, pledges, charges, assessments, easements, covenants, restrictions, reservations, defects in title, encroachment, leases, subleases, options, rights of first refusal, survey defect, limitation or other documents of record and other burdens, except as specifically set forth on Schedule 5.12(a). For purposes of this Section, insurable title is deemed to be such title as Lawyers Title Insurance or any other national reputable title company will approve and insure at standard rates, subject only to the Permitted Exceptions which do not interfere with or diminish good, marketable and insurable title. Schedule 5.12(b) attached hereto sets forth a complete list of all real property and interests in real property leased by any Seller (iiias lessor) (the current owner of each such parcel of Owned "Leased Real Property, (iv) information relating "). The Sellers have made available to the recordation Purchaser true and complete copies of all Contracts providing for the lease of any Leased Real Property listed in Schedule 5.12(b) and any and all material ancillary documents pertaining thereto, and in each case, all amendments and modifications thereto (individually, a "Real Property Lease" and collectively, the "Real Property Leases"). Each Real Property Lease is legal, valid, binding, enforceable and in full force and effect, except as enforceability may be limited by applicable bankruptcy and insolvency, reorganization, moratorium or similar Laws affecting the enforcement of creditors' rights generally, and, except as disclosed on Schedule 5.12(b), such Real Property Lease will not cease to be legal, valid, binding, enforceable and in full force and effect on terms identical to those currently in effect as a result of the deed pursuant to which each consummation of the Acquisition Transactions, nor will the consummation of the Acquisition Transactions constitute a breach or default under such parcel of Owned Real Property was acquired and (v) Lease or otherwise give the current use of each landlord a right to terminate such parcel of Owned Real Property. (b) Section 3.15(b) Property Lease. Except as disclosed on Schedule 5.12(b), none of the Disclosure Schedules lists: (i) Sellers has received any written notice of any default or event that with notice or lapse of time, or both, would constitute a default by any Seller under any of the street address Real Property Leases. Each of the Sellers is in possession of and quietly enjoys the Leased Real Property in which it has an interest. The zoning classification of each parcel of Leased Real Property, (ii) the identity Property permits all of the lessor, lessee uses of and current occupant (if different from lessee) of each such parcel of Leased Real Property, (iii) the term (referencing applicable renewal periods) and fixed or basic rental payment terms of the leases (and any subleases) pertaining to operations on each such parcel of Leased Real Property by the Sellers, and (iv) the current use of each Sellers possess a valid and enforceable leasehold interest therein and hold all necessary Permits relating to such parcel of Leased Real Property. Property (cincluding, but not limited to, duly issued certificates of occupancy, where required) Except as described in Section 3.15(c) for the use and occupancy of the Disclosure Schedules, there is no violation of any Law relating to any of the Owned Real Property that would reasonably be expected to have a Material Adverse Effect. MS has made available to the Sellers (to the extent such copies are in MS' physical possession) true and complete copies of each deed for each parcel of Owned Real Property and, to the extent available, for each parcel of Leased Real Property and all by the title insurance policiesSellers. There has been no alteration, title reports, surveys, certificates improvement or change in use of occupancy, environmental reports and audits, appraisals and Permits relating any Leased Real Property that would require replacements of or amendments to the Real Property, existing Permits. To the operations of MS or any MS Subsidiary thereon or any other uses thereof. Subject to all applicable leases, either MS or a MS Subsidiary, as the case may be, is in peaceful and undisturbed possession of each parcel of Real Property and neither MS nor any MS Subsidiary has executed and delivered any contractual restrictions that preclude or materially restrict the ability to use the premises for the purposes for which they are currently being used. Except as set forth in Section 3.15(c) Knowledge of the Disclosure SchedulesSellers, neither MS nor any MS Subsidiary has leased or subleased any parcel or any portion of any parcel of Real Property to any other Person, nor has MS or any MS Subsidiary assigned its interest under any lease or sublease listed in Section 3.15(b) of the Disclosure Schedules to any third party. (d) MS has, or has caused to be, delivered to the Sellers true and complete copies of all leases and subleases listed in Section 3.15(b) of the Disclosure Schedules. With respect to each of such leases and subleases: (i) such lease or sublease represents the entire agreement between the respective landlord and tenant with respect to such property; and (ii) except as otherwise disclosed in Section 3.15(b) of the Disclosure Schedules, with respect to each such lease or sublease: (A) neither MS nor any MS Subsidiary has received any notice of cancellation or termination under such lease or sublease and (B) neither MS nor any MS Subsidiary has received any notice of a breach or default under such lease or sublease, which breach or default has not been cured. (e) There there are no condemnation proceedings or eminent domain proceedings of any kind pending oror threatened against any Leased Real Property. Except as set forth on Schedule 5.12(d) attached hereto, the rental payment set forth in each Real Property Lease is the actual rent being paid, and there are no separate agreements or understandings with respect to the actual knowledge same. Each Real Property Lease is entered into with an unaffiliated third party or on arm's-length basis. All rent and other charges under each Real Property Lease due on or before the date of MS this Agreement and on or before the Closing Date shall have been paid in full. Each Real Property Lease represents the entire agreement between one or more of the Sellers, as applicable, and the applicable landlord with respect to the applicable parcel of Leased Real Property. None of the Sellers has entered into any assignment, hypothecation or transfer of any Real Property Lease or any interest therein. None of the Sellers has entered into any sublease of all or any portion of any parcel of Leased Real Property and no Person (without investigation)other than a Seller) has any right or option to occupy any Leased Real Property or any portion thereof or to terminate any of the rights of any Seller currently appurtenant to the Leased Real Properties. The commencement date, threatened against expiration date, current fixed rent, current amount of each component of additional rent, the dates fixed rent and additional rent have been paid through and all renewal options and renewal option rents for each Real Property Lease as well as the provider of the water, gas and electricity utility services to each parcel of Leased Real Property are set forth on Schedule 5.12(e) attached hereto. Except as set forth on Schedule 5.12(f) attached hereto, there has been no service, material or other work provided or supplied to any Leased Real Property that has not been paid for in full. The any Leased Real Properties and their continued use, occupancy and operation as currently used, occupied or operated do not violate any applicable Laws. As of the date hereof, each Leased Real Property, and the building systems and equipment serving such Leased Real Property, including the plumbing, electrical, mechanical, heating, ventilating, air conditioning and sprinkler systems, are operational and none of the Sellers has written any landlord with respect to any proposed deficiency therein. As of the date hereof, electricity, water, gas and telephone service to the each Leased Real Property are installed, operating and have been adequate for the conduct of the Business in the Ordinary Course of Business. None of the Sellers has received notice from any insurance company or Board of Fire Underwriters (or organization exercising functions similar thereto) or from any owner, lessor, sublessor, or mortgagee requesting the performance of any work or alteration to any Leased Real Property, and there are no outstanding requirements or recommendations from any of the foregoing. Each parcel of Owned Real Property is assessed as one or more separate tax lots and no part of each such property is part of a tax lot which includes other property not owned by a Seller. There is no real property of any kind whatsoever used in the Business as currently conducted, except for the Owned Real Property. (f) To Property and the best knowledge of MS, all improvements on the Leased Real Property constructed and the Owned Real Property and the Leased Real Property constitutes all of the real property necessary to conduct the Business as currently conducted. No commitments have been or will be made to any Governmental Body or agency, or to any other organization, group or individual, relating to the Leased Real Property which would impose an obligation upon the Purchaser or its successors or assigns to make any contributions or dedication of money or land or to construct, install or maintain any improvements of a public or private nature. Except as set forth on Schedule 5.15(c), no consent, notice, waiver, approval, authorization, license, action, filing or notification of or to any Person (including any Governmental Authority) is required as to any Seller in connection with the execution and delivery of this Agreement, or the consummation of the Acquisition Transactions hereunder. There has been no material damage to any portion of any Leased Real Property caused by fire or other casualty that has not been completely repaired or restored. Except as set forth on behalf of MS Schedule 5.12(p) attached hereto, there are no brokerage commissions due and payable by any Seller with respect to the Seller Properties or with respect to any MS Subsidiary were constructed in material compliance with all applicable Laws (including, but not limited to, any building, planning or zoning Laws) affecting such Real PropertyProperty Leases.

Real Property. (ai) Section 3.15(a3(m)(i) of the Disclosure Schedules lists: Schedule sets forth the address and description of each parcel of owned real property. With respect to each parcel of owned real property, and except for matters that would not have a Material Adverse Effect or as set forth in §3(m)(i) of the Disclosure Schedule: (A) Target or one of its Subsidiaries has good and marketable fee simple title, free and clear of all Liens, except Permitted Liens; (B) except as set forth in §3(m)(i)(B) of the Disclosure Schedule, none of Target or its Subsidiaries has leased or otherwise granted to any Person the right to use or occupy such owned real property or any portion thereof; (C) there are no outstanding options, rights of first offer or rights of first refusal to purchase such owned real property or any portion thereof or interest therein; (D) to the Knowledge of Target, the current use of the owned real property does not violate any applicable law, order or permit and Target or one of its Subsidiaries has obtained all material permits required for the property’s current use; and (E) the owned real property (i) is now and will be at the street time of Closing in operating condition and repair for its current use, subject to customary wear and tear, (ii) to the Knowledge of Target, is structurally sound and free of defects, with no material alterations or repairs required under any applicable law, order or permit, and (iii) is supplied with adequate utilities and other services necessary for the current use of the property. (ii) 3(m)(ii) of the Disclosure Schedule sets forth the address of each parcel of Owned Real Propertyleased real property, (ii) the date on which each parcel and a true and complete list of Owned Real Property was acquired, (iii) the current owner of all leases for each such parcel of Owned Real Property, (iv) information relating leased real property. Target has delivered to the recordation of the deed pursuant to which each such parcel of Owned Real Property was acquired Buyer a true and (v) the current use complete copy of each such parcel of Owned Real Property. (b) Section 3.15(b) of the Disclosure Schedules lists: (i) the street address of each parcel of Leased Real Property, (ii) the identity of the lessor, lessee and current occupant (if different from lessee) of each such parcel of Leased Real Property, (iii) the term (referencing applicable renewal periods) and fixed or basic rental payment terms of the leases (and any subleases) pertaining to each such parcel of Leased Real Property and (iv) the current use of each such parcel of Leased Real Property. (c) Except as described in Section 3.15(c) of the Disclosure Schedules, there is no violation of any Law relating to any of the Owned Real Property that would reasonably be expected to have a Material Adverse Effect. MS has made available to the Sellers (to the extent such copies are in MS' physical possession) true and complete copies of each deed for each parcel of Owned Real Property and, to the extent available, for each parcel of Leased Real Property and all the title insurance policies, title reports, surveys, certificates of occupancy, environmental reports and audits, appraisals and Permits relating to the Real Property, the operations of MS or any MS Subsidiary thereon or any other uses thereof. Subject to all applicable leases, either MS or a MS Subsidiary, as the case may be, is in peaceful and undisturbed possession of each parcel of Real Property and neither MS nor any MS Subsidiary has executed and delivered any contractual restrictions that preclude or materially restrict the ability to use the premises for the purposes for which they are currently being used. Except as set forth in Section 3.15(c) of the Disclosure Schedules, neither MS nor any MS Subsidiary has leased or subleased any parcel or any portion of any parcel of Real Property to any other Person, nor has MS or any MS Subsidiary assigned its interest under any lease or sublease listed in Section 3.15(b) of the Disclosure Schedules to any third party. (d) MS has, or has caused to be, delivered to the Sellers true and complete copies of all leases and subleases listed in Section 3.15(b) of the Disclosure Schedulesdocument. With respect to each leased property, and except as set forth in §3(m)(ii) of such leases and subleasesthe Disclosure Schedule: (A) Target or its Subsidiary as tenant has a good and valid leasehold interest in the leased property free and clear of any Liens except for (i) Permitted Liens and (ii) easements, covenants and other encumbrances and restrictions of record that do not materially impair the current use of the leased property; (B) to the Knowledge of Target, the current use of the leased property does not violate any applicable law, order or permit, the tenant has obtained all material permits required for such property’s current use, and the tenant has not assigned or subleased its leasehold interest; (C) to the Knowledge of Target, no party to a real property lease has defaulted on any obligation pursuant to the lease, each real property lease is in full force and effect, and no party has received written notice from another party to a real property lease or sublease represents from any third party asserting a violation of or default under any provision of the entire agreement between the respective landlord and tenant with respect to such propertylease; and (D) the real property subject to the lease (i) is now and will be at the time of Closing in operating condition and repair for its current use, subject to customary wear and tear, (ii) except as otherwise disclosed in Section 3.15(bto the Knowledge of Target, is structurally sound and free of defects, with no material alterations or repairs required under the lease or any applicable law, order or permit, and (iii) is supplied with adequate utilities and other services necessary for the current use of the Disclosure Schedules, with respect to each such lease or sublease: (A) neither MS nor any MS Subsidiary has received any notice of cancellation or termination under such lease or sublease and (B) neither MS nor any MS Subsidiary has received any notice of a breach or default under such lease or sublease, which breach or default has not been curedproperty. (e) There are no condemnation proceedings or eminent domain proceedings of any kind pending or, to the actual knowledge of MS (without investigation), threatened against the Owned Real Property. (f) To the best knowledge of MS, all improvements on the Real Property constructed by or on behalf of MS or any MS Subsidiary were constructed in material compliance with all applicable Laws (including, but not limited to, any building, planning or zoning Laws) affecting such Real Property.

Real Property. (a) Section 3.15(aSchedule 4.18(a) lists as of the Disclosure Schedules listsdate hereof: (i) all land, together with all buildings, structures, improvements and fixtures located thereon, and all easements and other rights and interests appurtenant thereto, owned by the street address of each parcel of Company or its Subsidiaries (the “Owned Real Property, ”); and (ii) all leasehold or subleasehold estates and other rights to use or occupy any land, buildings, structures, improvements, fixtures or other interest in real property held by the date on which each parcel of Owned Company or its Subsidiaries (the “Leased Real Property was acquired, (iiiProperty”). Schedule 4.18(a) also identifies with respect to the current owner of each such parcel of Owned Leased Real Property, (iv) information relating to each lease, sublease, license and any other Contract under which such Leased Real Property is occupied or used by the recordation Company or any of its Subsidiaries, including the date of and legal name of each of the deed pursuant parties to which such lease, sublease, license or other Contract, and each such parcel amendment, restatement, modification, renewal, guaranty, supplement or other agreement thereto (together with the right to all security deposits and other amounts and instruments deposited by or on behalf of Owned the Company or any Subsidiary thereunder, the “Real Property was acquired Leases”). The Company has delivered or made available to Acquiror, complete, accurate and (v) correct copies of all Real Property Leases, and in the current use case of each any oral Real Property Lease, a written summary of the material terms of such parcel of Owned Real PropertyProperty Lease. (b) Section 3.15(b) of The Company or its applicable Subsidiary, as applicable, has good and marketable indefeasible fee simple title to the Disclosure Schedules lists: (i) the street address of each parcel of Leased Owned Real Property, (ii) in each case free and clear of all Liens, except Permitted Liens. The Company and its Subsidiaries have not leased or otherwise granted any Person the identity right to use or occupy any Owned Real Property or any portion thereof. Except as would not reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole, neither the Company nor its Subsidiaries has received written notice of any, and to the Knowledge of the lessorCompany, lessee and current occupant (if different from lessee) of each such parcel of Leased Real Propertythere is no, (iii) default under any restrictive covenants affecting the term (referencing applicable renewal periods) and fixed or basic rental payment terms of the leases (and any subleases) pertaining to each such parcel of Leased Real Property and (iv) the current use of each such parcel of Leased Owned Real Property. (c) Except as described would not reasonably be expected, individually or in Section 3.15(cthe aggregate, to be materially adverse to the Company and its Subsidiaries, taken as a whole, (i) the Company or its applicable Subsidiary has a legal, valid, binding and enforceable leasehold, subleasehold or license interest (as applicable) in all Leased Real Property and (ii) all Real Property Leases under which the Company or any of its Subsidiaries is a lessee or sublessee are in full force and effect and are enforceable in accordance with their respective terms, subject to the Enforceability Exceptions. The Company’s, or the applicable Subsidiary’s, possession and quiet enjoyment of the Disclosure SchedulesLeased Real Property under each Real Property Lease has not been disturbed, and to the Knowledge of the Company or the applicable Subsidiary there is are no violation disputes with respect to such Real Property Lease. None of any Law relating to the Company or any of the Owned Real Property that would reasonably be expected to have a Material Adverse Effect. MS its Subsidiaries has made available to the Sellers (to the extent such copies are in MS' physical possession) true and complete copies received any written notice of each deed for each parcel of Owned Real Property any, and, to the extent availableKnowledge of the Company, for each parcel there is no, breach or default under any such Real Property Lease and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach or default, or permit the termination, modification or acceleration of rent under such Real Property Lease, except as would not reasonably be expected, individually or in the aggregate, to be materially adverse to the Company and its Subsidiaries, taken as a whole. Neither the Company nor any of its Subsidiaries has (i) exercised any termination rights with respect to any Real Property Lease, or (ii) received written notice from the landlord under any Real Property Lease indicating that the landlord has exercised a termination right with respect to such Real Property Lease. Neither the Company nor its Subsidiaries have collaterally assigned or granted any other security interest in any Real Property Lease, or any interest therein. Neither the Company nor any of its Subsidiaries has subleased, licensed or otherwise granted any Person the right to use or occupy any Leased Real Property and all the title insurance policies, title reports, surveys, certificates of occupancy, environmental reports and audits, appraisals and Permits relating to the Real Property, the operations of MS or any MS Subsidiary thereon or any other uses thereof. Subject to all applicable leases, either MS or a MS Subsidiary, as the case may be, is in peaceful and undisturbed possession of each parcel of Real Property and neither MS nor any MS Subsidiary has executed and delivered any contractual restrictions that preclude or materially restrict the ability to use the premises for the purposes for which they are currently being used. Except as set forth in Section 3.15(c) of the Disclosure Schedules, neither MS nor any MS Subsidiary has leased or subleased any parcel or any portion of any parcel of Real Property to any other Person, nor has MS or any MS Subsidiary assigned its interest under any lease or sublease listed in Section 3.15(b) of the Disclosure Schedules to any third partythereof. (d) MS has, or has caused to be, delivered to the Sellers true and complete copies of all leases and subleases listed in Section 3.15(b) The interests of the Disclosure Schedules. With respect to each of such leases Company and subleases: its Subsidiaries in the Real Property constitutes all interests in real property (i) such lease currently used, occupied or sublease represents held for use in connection with the entire agreement between business of the respective landlord Company and tenant with respect to such property; and its Subsidiaries as presently conducted and (ii) except as otherwise disclosed in Section 3.15(b) necessary for the continued operation of the Disclosure Schedules, with respect to each such lease or sublease: (A) neither MS nor any MS Subsidiary has received any notice business of cancellation or termination under such lease or sublease the Company and (B) neither MS nor any MS Subsidiary has received any notice of a breach or default under such lease or sublease, which breach or default has not been curedits Subsidiaries. (e) There are no condemnation proceedings do not exist any actual, pending, or, to the Knowledge of the Company, threatened condemnation, expropriation or eminent domain proceedings that affect any interests of the Company or any of its Subsidiaries in the Real Property or any part thereof, and none of the Company nor its applicable Subsidiary have received any notice, oral or written, of the intention of any kind pending or, Governmental Authority or other Person to take or use any interest in the actual knowledge Real Property or any part thereof or interest therein. Neither the Company nor any of MS (without investigation), threatened against its Subsidiaries have received any currently outstanding and uncured written notice alleging that any Real Property or the Owned Real Propertyuse or occupation thereof is in violation of any applicable Laws in any material respect. (f) To Neither the best knowledge Company nor any of MSits Subsidiaries is a party to any purchase option, all improvements on right of first refusal or other contractual right or obligation to sell, assign or dispose of its interests in the Real Property, and there are no outstanding options, rights of first offer or rights of first refusal to purchase or lease the Owned Real Property constructed by or on behalf of MS or any MS portion thereof or interest therein. Neither the Company nor any Subsidiary were constructed in material compliance with all applicable Laws (including, but not limited to, is currently party to any building, planning agreement to purchase any real property or zoning Laws) affecting such Real Propertyinterest therein.

Real Property. As of the date of this Agreement, all Assets ------------- consisting of Owned Property, Leased Property and material Other Real Property Interests are described on Schedules 1.26 (Leased Property), 1.33 (Other Real Property Interests) and 1.34 (Owned Property). Except as otherwise disclosed on Schedule 1.34 (Owned Property), AT&T holds title to the Owned Property free and clear of all Liens except (a) Section 3.15(aPermitted Liens and (b) Liens described on Schedule 6.4, all of which Liens on Schedule 6.4 will be terminated, released or, in the case of the Disclosure rights of first refusal listed on Schedule 6.4, waived, as appropriate, at or prior to the Closing, and has the valid and enforceable right to use and possess such Owned Property, in each case subject only to the above-referenced Liens. Except as otherwise disclosed on Schedules lists: 1.26 ( Leased Property) and 1.33 (iOther Real Property Interests); AT&T has valid and enforceable leasehold interests in all Leased Property and, with respect to Other Real Property Interests, has valid and enforceable rights to use all Other Real Property Interests, subject only to the above-referenced Liens. Except for ordinary wear and tear and routine repairs and except as disclosed on Schedules 1.26 (Leased Property) or 1.34 (Owned Property), as applicable, all of the street address material improvements, leasehold improvements and the premises of the Owned Property and the premises demised under the leases and other documents evidencing the Leased Property are in good condition and repair and are suitable for the purposes used. Unless otherwise disclosed on Schedules 1.26 (Leased Property) or 1.34 (Owned Property), as applicable, each parcel of Owned Real Property, (ii) the date on which each parcel of Owned Real Property was acquired, (iii) the current owner of each such parcel of Owned Real Property, (iv) information relating to the recordation of the deed pursuant to which each such parcel of Owned Real Property was acquired and (v) the current use of each such parcel of Owned Real Property. (b) Section 3.15(b) of the Disclosure Schedules lists: (i) the street address of each parcel of Leased Real PropertyProperty and any improvements thereon and their current use (x) has access to and over public streets or private streets for which AT&T has a valid right of ingress and egress, (iiy) the identity conforms in its current use and occupancy to all material zoning requirements without reliance upon a variance issued by a Governmental Authority or a classification of the lessorparcel in question as a nonconforming use and (z) conforms in its current use to all restrictive covenants, lessee and current occupant (if different from lessee) any, or other Liens affecting all or part of each such parcel of Leased Real Property, (iii) parcel. Except where the term (referencing applicable renewal periods) and fixed or basic rental payment terms failure of the leases (representations made in this sentence to be true and any subleases) pertaining to each such parcel of Leased Real Property and (iv) the current use of each such parcel of Leased Real Property. (c) Except as described in Section 3.15(c) of the Disclosure Schedules, there is no violation of any Law relating to any of the Owned Real Property that correct would reasonably be expected to not have a Material Adverse Effect. MS has made available to material adverse effect on the Sellers Assets or the Cable Business, and except as disclosed on Schedules 1.26 (to the extent such copies are Leased Property) or 1.34 (Owned Property), as applicable, all buildings, towers, guy wires and anchors, headend equipment, earth-receiving dishes and related facilities used in MS' physical possession) true and complete copies of each deed for each parcel of Owned Real Property and, to the extent available, for each parcel of Leased Real Property and all the title insurance policies, title reports, surveys, certificates of occupancy, environmental reports and audits, appraisals and Permits relating to the Real Property, the operations of MS the Systems are located entirely on Owned Property or any MS Subsidiary thereon Leased Property or any other uses thereof. Subject to real property in which AT&T has an Other Real Property Interest and are maintained, placed and located in accordance with the provisions of all applicable Legal Requirements, deeds, leases, either MS licenses, permits or a MS Subsidiary, as the case may be, is in peaceful and undisturbed possession of each parcel of Real Property and neither MS nor any MS Subsidiary has executed and delivered any contractual restrictions that preclude or materially restrict the ability to use the premises for the purposes for which they are currently being used. Except as set forth in Section 3.15(c) of the Disclosure Schedules, neither MS nor any MS Subsidiary has leased or subleased any parcel or any portion of any parcel of Real Property to any other Person, nor has MS or any MS Subsidiary assigned its interest under any lease or sublease listed in Section 3.15(b) of the Disclosure Schedules to any third partylegally enforceable arrangements. (d) MS has, or has caused to be, delivered to the Sellers true and complete copies of all leases and subleases listed in Section 3.15(b) of the Disclosure Schedules. With respect to each of such leases and subleases: (i) such lease or sublease represents the entire agreement between the respective landlord and tenant with respect to such property; and (ii) except as otherwise disclosed in Section 3.15(b) of the Disclosure Schedules, with respect to each such lease or sublease: (A) neither MS nor any MS Subsidiary has received any notice of cancellation or termination under such lease or sublease and (B) neither MS nor any MS Subsidiary has received any notice of a breach or default under such lease or sublease, which breach or default has not been cured. (e) There are no condemnation proceedings or eminent domain proceedings of any kind pending or, to the actual knowledge of MS (without investigation), threatened against the Owned Real Property. (f) To the best knowledge of MS, all improvements on the Real Property constructed by or on behalf of MS or any MS Subsidiary were constructed in material compliance with all applicable Laws (including, but not limited to, any building, planning or zoning Laws) affecting such Real Property.

Real Property. (a) Section 3.15(aSchedule 4.6(a) sets forth a true, accurate and complete list of the Disclosure Schedules lists: (i) the street address and the name of the current fee owner of each parcel of Owned Real Property, (ii) the date on which . With respect to each parcel of Owned Real Property was acquired, Property: (iiii) the current owner Company or its Subsidiary, as applicable, has good and marketable fee simple title to each parcel, in each case free and clear of each such parcel of Owned Real Propertyall Liens, except for Permitted Liens; (ivii) information relating to the recordation none of the deed pursuant Companies has leased, licensed or otherwise granted to which each any Person the right to use or occupy such parcel of Owned Real Property was acquired or any portion thereof, and (v) the current use there are no parties in possession of each any such parcel other than the applicable Company; (iii) there are no outstanding options, rights of first offer or rights of first refusal to purchase the Owned Real PropertyProperty or any portion thereof or interest therein; and (iv) none of the Companies is a party to any agreement or option to purchase any real property or interest therein. (b) Section 3.15(bSchedule 4.6(b) sets forth a true, accurate and complete list of the Disclosure Schedules lists: (i) the street address of each parcel of Leased Real Property, (ii) the identity name of the lessor, lessee and current occupant (if different from the named lessee) thereof and (iii) the Leases (including all amendments, guaranties and other agreements with respect thereto) relating to each such Leased Real Property. With respect to each parcel of each Leased Real Property (A) the applicable Company has a valid and enforceable leasehold estate in, and enjoys peaceful and undisturbed possession and quiet enjoyment of such parcel of Leased Real Property, free and clear of all Liens except for Permitted Liens (iiiexcept as the enforceability of any Lease may be limited by General Principles of Law, Equity and Public Policy), (B) the term (referencing applicable renewal periods) and fixed or basic rental payment terms none of the leases Companies has received any written (and or to the Knowledge of the Company, oral) notice from the lessor of any subleasesLeased Real Property of, nor does there exist, any default or event or circumstance that, with notice or lapse of time, or both, would constitute a default by the party that is the lessee or, to the Knowledge of the Company, lessor of any Leased Real Property, (C) pertaining except as set forth on Schedule 4.6(b), none of the Companies has subleased, licensed or otherwise granted any Person the right to each such use or occupy any parcel of Leased Real Property or any portion thereof, (D) there are no special, general or other assessments pending against any of the Companies or affecting any Leased Real Property that would be payable by the lessee thereof, (E) each Lease is legal, valid, binding, enforceable and in full force and effect, and (ivF) the assignment of the Lease (or deemed assignment of the Lease) pursuant to this Agreement does not require the consent of any other party to such Lease, will not result in a breach of or default under such Lease, or otherwise cause such Lease to cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing. (c) The Real Property constitutes all of the material real property currently utilized by the Companies in the operation of or otherwise related to their respective businesses. (d) There are no pending or threatened in writing (or to the Knowledge of the Company, oral) appropriation, expropriation, condemnation, eminent domain or other like proceedings or sales or other dispositions in lieu of condemnation, relating to any material portion of the Owned Real Property or, to the Knowledge of the Company, any material portion of the Leased Real Property. Except as would not, individually or in the aggregate, reasonably be expected to be material to the Companies, the current and intended use and occupancy of each such parcel the Real Property and the operation of the Companies’ businesses as currently conducted and intended to be conducted thereon do not violate any applicable zoning law, easement, covenant, condition, restriction or similar provision in any instrument of record affecting the Owned Real Property, or to the Knowledge of the Company, the Leased Real Property. Except as would not, individually or in the aggregate, reasonably be expected to be material to the Companies, no fact or condition exists that could result in the termination or impairment of presently available access from adjoining public or private streets or ways or in the discontinuation of presently available sewer, water, electric, gas, telephone or other utilities or services for any Owned Real Property, or to the Knowledge of the Company, Leased Real Property. (ce) Except as described set forth on Schedule 4.6(e), all buildings, structures, improvements, fixtures, building systems and equipment (including the mechanical, plumbing, sewer, heating, electrical and air conditioning systems), and all parts and components thereof, included in Section 3.15(cthe Real Property (collectively, “Improvements”) are in good operating condition and repair (ordinary wear and tear excepted) in all material respects and are sufficient for the operation of the Disclosure Schedules, there is businesses of the Companies as currently conducted. There are no violation of any Law relating to material structural deficiencies or latent defects affecting any of the Owned Real Property Improvements, and there are no facts or conditions affecting any of the Improvements which would, individually or in the aggregate, interfere in any material respect with the use or occupancy of the Improvements or any portion thereof in the operation of the business conducted thereon. None of the Companies have received any written (or to the Knowledge of the Company, oral) notice from any insurance company or board of fire underwriters of any material defects or material inadequacies that would could reasonably be expected to have a Material Adverse Effect. MS has made available to adversely affect the Sellers (to the extent such copies are in MS' physical possession) true and complete copies insurability of each deed for each parcel of Owned any Real Property and, to or requesting the extent available, for each parcel of Leased Real Property and all the title insurance policies, title reports, surveys, certificates of occupancy, environmental reports and audits, appraisals and Permits relating to the Real Property, the operations of MS or any MS Subsidiary thereon or any other uses thereof. Subject to all applicable leases, either MS or a MS Subsidiary, as the case may be, is in peaceful and undisturbed possession of each parcel of Real Property and neither MS nor any MS Subsidiary has executed and delivered any contractual restrictions that preclude or materially restrict the ability to use the premises for the purposes for which they are currently being used. Except as set forth in Section 3.15(c) of the Disclosure Schedules, neither MS nor any MS Subsidiary has leased or subleased any parcel or any portion performance of any parcel of Real Property to any other Person, nor has MS material work or any MS Subsidiary assigned its interest under any lease or sublease listed in Section 3.15(b) of the Disclosure Schedules to any third party. (d) MS has, or has caused to be, delivered to the Sellers true and complete copies of all leases and subleases listed in Section 3.15(b) of the Disclosure Schedules. With respect to each of such leases and subleases: (i) such lease or sublease represents the entire agreement between the respective landlord and tenant material alteration with respect to such property; and (ii) except as otherwise disclosed in Section 3.15(b) of the Disclosure Schedules, with respect to each such lease or sublease: (A) neither MS nor any MS Subsidiary has received any notice of cancellation or termination under such lease or sublease and (B) neither MS nor any MS Subsidiary has received any notice of a breach or default under such lease or sublease, which breach or default has not been cured. (e) There are no condemnation proceedings or eminent domain proceedings of any kind pending or, to the actual knowledge of MS (without investigation), threatened against the Owned Real Property. (f) To the best knowledge of MS, all improvements on the Real Property constructed by or on behalf of MS or any MS Subsidiary were constructed in material compliance with all applicable Laws (including, but not limited to, any building, planning or zoning Laws) affecting such Real Property.

Real Property. (a) Section 3.15(a3.18(a) of the Adirondack Disclosure Schedules lists: (i) the street address Schedule sets forth, as of each parcel of Owned Real Property, (ii) the date on which each parcel hereof, a true, correct and complete list of all the real property owned by Adirondack and its Subsidiaries. Adirondack has good and marketable title to all Adirondack Owned Real Property was acquired(except properties sold or otherwise disposed of in accordance with Sections 5.1 and 5.2), free and clear of all Liens (iii) the current owner except statutory Liens securing payments not yet due and Liens for real property Taxes not yet due and payable), easements, rights of each such parcel of Owned Real Propertyway, (iv) information relating to the recordation of the deed pursuant to which each such parcel of Owned Real Property was acquired and (v) the current use of each such parcel of Owned Real Property.other similar (b) Section 3.15(b3.18(b) of Adirondack Disclosure Schedule sets forth as of the Disclosure Schedules lists: date hereof, a true, correct and complete list of all the real estate leases, subleases, licenses and occupancy agreements (itogether with any amendments, modifications, supplements, replacements, restatements and guarantees thereof or thereto, including any oral amendments) to which Adirondack or any of its Subsidiaries is a party with respect to all real property leased, subleased, licensed or otherwise used or occupied by Adirondack or any of its Subsidiaries on the street address of each parcel of date hereof (collectively, the “Adirondack Leased Real Property”), (ii) the identity whether in Adirondack’s or any of the its Subsidiaries’ capacity as lessee, sublessee, licensee, lessor, lessee and current occupant (if different from lessee) of each such parcel of Leased Real Property, (iii) the term (referencing applicable renewal periods) and fixed sublessor or basic rental payment terms of the leases (and any subleases) pertaining to each such parcel of Leased Real Property and (iv) the current use of each such parcel of Leased Real Property. (c) Except as described in Section 3.15(c) of the Disclosure Schedules, there is no violation of any Law relating to any of the Owned Real Property that would reasonably be expected to have a Material Adverse Effect. MS has made available to the Sellers (to the extent such copies are in MS' physical possession) true and complete copies of each deed for each parcel of Owned Real Property and, to the extent available, for each parcel of Leased Real Property and all the title insurance policies, title reports, surveys, certificates of occupancy, environmental reports and audits, appraisals and Permits relating to the Real Property, the operations of MS or any MS Subsidiary thereon or any other uses thereof. Subject to all applicable leases, either MS or a MS Subsidiarylicensor, as the case may be. Adirondack or its Subsidiaries has valid leasehold interests in the Adirondack Leased Real Property, free and clear of all Liens, except Permitted Encumbrances. Each Adirondack Real Estate Lease is (i) valid, binding and in peaceful full force and undisturbed possession effect without material default thereunder by the lessee or, to the knowledge of Adirondack, the lessor, and (ii) enforceable against Adirondack or the applicable Subsidiary and, to the knowledge of Adirondack, the counterparty thereto (except as may be limited by the Enforceability Exceptions). Adirondack and each of its Subsidiaries has in all material respects performed all obligations required to be performed by it under each Adirondack Real Estate Lease, and to the knowledge of Adirondack, each counterparty to each Adirondack Real Estate Lease has in all material respects performed all obligations required to be performed by it under such Adirondack Real Estate Lease, and no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material default on the part of Adirondack or any of its Subsidiaries under any Adirondack Real Estate Lease. Adirondack has made available to Arrow a true, correct and complete copy of each parcel of written Adirondack Real Property Estate Lease and neither MS each written amendment to any Adirondack Real Estate Lease. (c) Neither Adirondack nor any MS Subsidiary of its Subsidiaries has executed and delivered leased, subleased, licensed or otherwise granted any contractual restrictions that preclude or materially restrict the ability person a right to use the premises for the purposes for which they are currently being used. Except as set forth in Section 3.15(c) of the Disclosure Schedules, neither MS nor any MS Subsidiary has leased or subleased any parcel occupy all or any portion of any parcel of Adirondack Owned Property or Adirondack Leased Real Property to any other Person, nor has MS or any MS Subsidiary assigned its interest under any lease or sublease listed in Section 3.15(b) of the Disclosure Schedules to any third party. (d) MS has, or has caused to be, delivered to the Sellers true and complete copies of all leases and subleases listed in Section 3.15(b) of the Disclosure SchedulesProperty. With respect to each of such leases and subleases: (i) such lease or sublease represents the entire agreement between the respective landlord and tenant with respect to such property; and (ii) except as otherwise disclosed in Section 3.15(b) of the Disclosure Schedules, with respect to each such lease or sublease: (A) neither MS nor any MS Subsidiary has received any notice of cancellation or termination under such lease or sublease and (B) neither MS nor any MS Subsidiary has received any notice of a breach or default under such lease or sublease, which breach or default has not been cured. (e) There are no condemnation proceedings or eminent domain proceedings of any kind pending or, to the actual knowledge of MS (without investigation)Adirondack, threatened condemnation proceedings against the Adirondack Owned Property or Adirondack Leased Real Property. (f) To the best knowledge of MS, all improvements on the Real Property constructed by or on behalf of MS or any MS Subsidiary were constructed in material compliance with all applicable Laws (including, but not limited to, any building, planning or zoning Laws) affecting such Real Property.