Common use of Real Property Clause in Contracts

Real Property. SCHEDULE 2.12 includes a list of all real property owned or leased by the Company at the date hereof (the "Real Property"), and all other real property, if any, used by the Company in the conduct of its business. True, complete and correct copies of all leases and agreements with respect to Real Property leased by the Company have been delivered to LandCARE, and an indication as to which such properties, if any, are currently owned, or were formerly owned, by the Stockholder or any affiliates of the Company or the Stockholder is included in SCHEDULE 2.12. All leases relating to Real Property leased by the Company from the Stockholder or any affiliate of the Stockholder has been terminated. Except as set forth on SCHEDULE 2.12, all of such leases included on SCHEDULE 2.12 are in full force and effect and constitute valid and binding agreements of the parties (and their successors) thereto in accordance with their respective terms. There are no leases, tenancy agreements, easements, covenants, restrictions or any other instruments, agreements or arrangements which create in or confer on any party, other than the Company, the right to occupy or possess all or any portion of the Real Property or create in or confer on any such party any right, title or interest in or to the Real Property or any portion thereof or any interest therein; no party other than the Company occupies or possesses the Real Property or any portion thereof; there is legal and adequate ingress and egress between each tract of Real Property and an adjacent (or, if none, the closest) public roadway; the Real Property is properly zoned in order to allow its current use in the Company's businesses; and there are no claims or demands pending or threatened by any party against the Real Property which, if valid, would create in, or confer on, any party other than the Company, any right, title or interest in or to the Real Property or any portion thereof. None of the buildings, structures or improvements described on SCHEDULE 2.12, or the operation or maintenance thereof as now operated or maintained, contravenes any zoning ordinance or other administrative regulation or violates any restrictive covenant or any provision of law, the effect of which would materially interfere with or prevent their continued use for the purposes for which they are now being used or would adversely affect the value thereof or the interest of the Company therein. The Stockholder has furnished to LandCARE a true and correct copy of all owner's policies of title insurance and surveys pertaining to the real property owned by the Company.

Real Property. SCHEDULE 2.12 includes (a) None of the Company or any of its Subsidiaries owns any real property. (b) Section 3.10(b) of the Company Disclosure Schedule sets forth a true and complete list (including street addresses) of all real property owned or leased by the Company at the date hereof (the "Real Property"), and all other real property, if any, used by the Company in the conduct of its business. True, complete and correct copies of all leases and agreements with respect to Real Property leased by the Company have been delivered to LandCARE, and an indication as to which such properties, if any, are currently owned, or were formerly owned, by the Stockholder or any affiliates of the Company or any of its Subsidiaries and all leases, sub-leases, licenses, concessions or other agreements, in each case, pursuant to which the Stockholder Company or its Subsidiaries leases or sub-leases any real property pursuant to which the Company or its Subsidiaries is included in SCHEDULE 2.12. All leases relating to a tenant or landlord as of the date of this Agreement (individually, a “Real Property leased by Lease,” and collectively, the “Real Property Leases,” and such related properties being referred to herein individually as a “Company from Property” and collectively as the Stockholder or any affiliate “Company Properties”). True and complete copies of the Stockholder has all such Real Property Leases have been terminatedmade available to Parent. Except as set forth on SCHEDULE 2.12, all of such leases included on SCHEDULE 2.12 are Each Real Property Lease is in full force and effect and constitute valid is a valid, legal and binding agreements obligation of the parties (and their successors) thereto Company or any of its Subsidiaries, as applicable, party thereto, enforceable in accordance with their respective termsits terms against the Company or its Subsidiaries, as applicable, and, to the Company’s Knowledge, each other party thereto (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity). There is no material breach or default by the Company or any of its Subsidiaries or, to the Company’s Knowledge, any counterparty under any Real Property Lease, and, to the Company’s Knowledge, no event has occurred which (with or without notice or lapse of time or both) would constitute a material breach or default under any Real Property Lease or would permit termination of, or a material modification or acceleration thereof, by any counterparty to any Real Property Lease. The possession and quiet enjoyment of any real property leased by any of the Company or any of its Subsidiaries under any Real Property Lease has not been materially disturbed, and to the Company’s Knowledge, there are no leases, tenancy agreements, easements, covenants, restrictions or material disputes with respect to any other instruments, agreements or arrangements which create in or confer on any party, other than the Company, the right to occupy or possess all or any portion of the Real Property Lease. (c) The Company and each of its Subsidiaries has good, marketable and indefeasible title to, or create in or confer on any such party any right, title or a valid leasehold interest in or license or right to use, all of the Real Property or any portion thereof or any interest therein; no party other than material tangible assets and properties of the Company occupies or possesses the Real Property or any portion thereof; there is legal and adequate ingress and egress between each tract of Real Property and an adjacent (or, if none, the closest) public roadway; the Real Property is properly zoned in order to allow its current use Subsidiaries reflected in the Company's businesses; and there are no claims ’s consolidated balance sheet as of December 31, 2022 or demands pending thereafter acquired by the Company or threatened by any party against its Subsidiaries, except for assets disposed of in the Real Property Ordinary Course of Business: (i) Immediately after the Effective Time, the tangible assets (which, if validfor the avoidance of doubt, would create inshall include any tangible assets held pursuant to valid leasehold interest, or confer on, any party other than the Company, any right, title or interest in or to the Real Property or any portion thereof. None of the buildings, structures or improvements described on SCHEDULE 2.12, or the operation or maintenance thereof as now operated or maintained, contravenes any zoning ordinance license or other administrative regulation similar interests or violates right to use any restrictive covenant or any provision of law, the effect of which would materially interfere with or prevent their continued use for the purposes for which they are now being used or would adversely affect the value thereof or the interest assets) of the Company therein. The Stockholder has furnished or its Subsidiaries will constitute all of the tangible assets necessary to LandCARE a true conduct the businesses of the Company or its Subsidiaries immediately after the Closing, except as is not and correct copy of all owner's policies of title insurance and surveys pertaining would not reasonably be expected to be, individually or in the aggregate, material to the real property owned by the CompanyCompany and its Subsidiaries, taken as a whole.

Real Property. SCHEDULE 2.12 includes a list of all real property owned or leased by the Company at the date hereof (the "Real Property"), and all other real property, if any, used by the Company in the conduct of its business. True, complete and correct copies of all leases and agreements with respect to Real Property leased by the Company have been delivered to LandCARE, and an indication as to which such properties, if any, are currently owned, or were formerly owned, by the Stockholder or any affiliates of the Company or the Stockholder is included in SCHEDULE 2.12. All leases relating to Real Property leased by the Company from the Stockholder or any affiliate of the Stockholder has been terminated. Except as set forth on SCHEDULE 2.12Schedule S attached hereto, and except for Investment Assets, neither the Company nor any Material Subsidiary owns any material real property or any interest therein, or is under contract to purchase any material real property or any interest therein. Schedule S attached hereto sets forth a true, correct and complete list of all of such leases included the material leases, subleases and occupancy agreements (the “Leases”) of real property (the “Leased Real Property”) in which the Company or any of the Material Subsidiaries has a leasehold or subleasehold interest. The Company or a Material Subsidiary holds a good and valid leasehold interest under each of the Leases, free and clear of any and all Encumbrances, except Permitted Liens, and each Lease is legal, valid, binding on SCHEDULE 2.12 are and enforceable against the Company or applicable Material Subsidiary and in full force and effect effect, subject to proper authorization and constitute valid execution of such Lease by the other party thereto and binding agreements except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally and by general equitable principles. Neither the Company nor any of the parties (and their successors) thereto in accordance with their respective terms. There are no leasesMaterial Subsidiaries, tenancy agreementsnor, easements, covenants, restrictions or any other instruments, agreements or arrangements which create in or confer on any party, other than to the Knowledge of the Company, any other party to any Lease, is in breach of or default under such Lease beyond applicable notice and cure periods, and no event has occurred that, with notice or lapse of time or both, will constitute a material breach or default by the right to occupy or possess all Company or any portion Material Subsidiary or, to the Knowledge of the Real Property Company, any other party thereto, under such Lease. Neither the Company nor any Material Subsidiary has assigned, subleased, mortgaged or create in otherwise transferred or confer on encumbered any such party Lease or any right, title or interest in or to the Leased Real Property or any portion thereof or any interest therein; no party other than the Company occupies or possesses the Real Property or any portion thereof; there is legal . True, correct and adequate ingress and egress between complete copies of each tract of Real Property and an adjacent (or, if none, the closest) public roadway; the Real Property is properly zoned in order to allow its current use in the Company's businesses; and there are no claims or demands pending or threatened by any party against the Real Property which, if valid, would create in, or confer on, any party other than the Company, any right, title or interest in or Lease have been made available to the Real Property or any portion thereof. None of the buildings, structures or improvements described on SCHEDULE 2.12, or the operation or maintenance thereof as now operated or maintained, contravenes any zoning ordinance or other administrative regulation or violates any restrictive covenant or any provision of law, the effect of which would materially interfere with or prevent their continued use for the purposes for which they are now being used or would adversely affect the value thereof or the interest of the Company therein. The Stockholder has furnished to LandCARE a true and correct copy of all owner's policies of title insurance and surveys pertaining to the real property owned by the CompanyPurchasers.

Real Property. SCHEDULE 2.12 includes (a) Neither the Company nor any of its Subsidiaries owns any real property. (b) Section 4.13(b) of the Company Disclosure Letter contains a complete and accurate list of any real property leased, subleased or licensed by the Company or any of its Subsidiaries (such property, the “Leased Real Property”) and all of the leases, subleases or other agreements (collectively, the “Leases”) under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy, now or in the future any real property, which list sets forth each Lease and the address, landlord and tenant for each Lease. The Company has made available to Parent a complete and accurate copy of all Leases of Leased Real Property (including all modifications, amendments, supplements, waivers and side letters thereto). The Company and/or its Subsidiaries have and own valid leasehold estates in the Leased Real Property, free and clear of all Liens other than Permitted Liens. (c) Section 4.13(c) of the Company Disclosure Letter contains a complete and accurate list of all real property owned or leased by of the existing Leases granting to any Person, other than the Company at or any of its Subsidiaries, any right to use or occupy, now or in the date hereof (future, any material portion of the "Leased Real Property"), and all other real property, if any, used by . (d) All of the Company Leases set forth in the conduct of its business. True, complete and correct copies of all leases and agreements with respect to Real Property leased by the Company have been delivered to LandCARE, and an indication as to which such properties, if any, are currently owned, Section 4.13(b) or were formerly owned, by the Stockholder or any affiliates Section 4.13(c) of the Company or the Stockholder is included in SCHEDULE 2.12. All leases relating to Real Property leased by the Company from the Stockholder or any affiliate of the Stockholder has been terminated. Except as set forth on SCHEDULE 2.12, all of such leases included on SCHEDULE 2.12 Disclosure Letter are each in full force and effect and constitute valid and binding agreements neither the Company nor any of its Subsidiaries is in material breach of or material default under, or has received written notice of any material breach of or material default under, any Lease, and, to the Knowledge of the parties (and their successors) thereto in accordance Company, no event has occurred that with their respective terms. There are no leases, tenancy agreements, easements, covenants, restrictions notice or lapse of time or both would constitute a material breach or material default thereunder by the Company or any of its Subsidiaries or any other instruments, agreements or arrangements which create in or confer on any party, other than the Company, the right to occupy or possess all or any portion of the Real Property or create in or confer on any such party any right, title or interest in or to the Real Property or any portion thereof or any interest therein; no party other than the Company occupies or possesses the Real Property or any portion thereof; there is legal and adequate ingress and egress between each tract of Real Property and an adjacent (or, if none, the closest) public roadway; the Real Property is properly zoned in order to allow its current use in the Company's businesses; and there are no claims or demands pending or threatened by any party against the Real Property which, if valid, would create in, or confer on, any party other than the Company, any right, title or interest in or to the Real Property or any portion thereof. None of the buildings, structures or improvements described on SCHEDULE 2.12, or the operation or maintenance thereof as now operated or maintained, contravenes any zoning ordinance or other administrative regulation or violates any restrictive covenant or any provision of law, the effect of which would materially interfere with or prevent their continued use for the purposes for which they are now being used or would adversely affect the value thereof or the interest of the Company therein. The Stockholder has furnished to LandCARE a true and correct copy of all owner's policies of title insurance and surveys pertaining to the real property owned by the Companythereto.

Real Property. SCHEDULE 2.12 includes a list of all real property owned or leased by the Company at the date hereof (the "Real Property"), and all other real property, if any, used by the Company in the conduct of its business. True, complete and correct copies of all leases and agreements with respect to Real Property leased by the Company have been delivered to LandCARE, and an indication as to which such properties, if any, are currently owned, or were formerly owned, by the Stockholder or any affiliates of the Company or the Stockholder is included in SCHEDULE 2.12. All leases relating to Real Property leased by the Company from the Stockholder or any affiliate of the Stockholder has been terminated. Except as set forth on SCHEDULE 2.12Schedule R attached hereto, and except for Investment Assets, neither the Company nor any Material Subsidiary owns any material real property or any interest therein, or is under contract to purchase any material real property or any interest therein. Schedule R attached hereto sets forth a true, correct and complete list of all of such leases included the material leases, subleases and occupancy agreements (the “Leases”) of real property (the “Leased Real Property”) in which the Company or any of the Material Subsidiaries has a leasehold or subleasehold interest. The Company or a Material Subsidiary holds a good and valid leasehold interest under each of the Leases, free and clear of any and all Encumbrances, except Permitted Liens, and each Lease is legal, valid, binding on SCHEDULE 2.12 are and enforceable against the Company or applicable Material Subsidiary and in full force and effect effect, subject to proper authorization and constitute valid execution of such Lease by the other party thereto and binding agreements except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally and by general equitable principles. Neither the Company nor any of the parties (and their successors) thereto in accordance with their respective terms. There are no leasesMaterial Subsidiaries, tenancy agreementsnor, easements, covenants, restrictions or any other instruments, agreements or arrangements which create in or confer on any party, other than to the Knowledge of the Company, any other party to any Lease, is in breach of or default under such Lease beyond applicable notice and cure periods, and no event has occurred that, with notice or lapse of time or both, will constitute a material breach or default by the right to occupy or possess all Company or any portion Material Subsidiary or, to the Knowledge of the Real Property Company, any other party thereto, under such Lease. Neither the Company nor any Material Subsidiary has assigned, subleased, mortgaged or create in otherwise transferred or confer on encumbered any such party Lease or any right, title or interest in or to the Leased Real Property or any portion thereof or any interest therein; no party other than the Company occupies or possesses the Real Property or any portion thereof; there is legal . True, correct and adequate ingress and egress between complete copies of each tract of Real Property and an adjacent (or, if none, the closest) public roadway; the Real Property is properly zoned in order to allow its current use in the Company's businesses; and there are no claims or demands pending or threatened by any party against the Real Property which, if valid, would create in, or confer on, any party other than the Company, any right, title or interest in or Lease have been made available to the Real Property or any portion thereof. None of the buildings, structures or improvements described on SCHEDULE 2.12, or the operation or maintenance thereof as now operated or maintained, contravenes any zoning ordinance or other administrative regulation or violates any restrictive covenant or any provision of law, the effect of which would materially interfere with or prevent their continued use for the purposes for which they are now being used or would adversely affect the value thereof or the interest of the Company therein. The Stockholder has furnished to LandCARE a true and correct copy of all owner's policies of title insurance and surveys pertaining to the real property owned by the CompanyPurchasers.

Real Property. SCHEDULE 2.12 includes a list of all (a) The Company and the Guarantors do not own any fee simple interest in real property owned or leased by other than as set forth in Section 4.20 of the Company at the date hereof Schedule of Exceptions (the "Real Owned Property"). The Company and the Guarantors do not lease or sublease any real property other than as set forth on Schedule 4.20 (the "Leased Property"). The Company has previously made available to the Purchasers a true and complete copy of all of the lease and sublease agreements, as amended to date (the "Leases") relating to the Owned Property and the Leased Property. The Company and each Guarantor enjoys a peaceful and undisturbed possession of the Owned Property and Leased Property. No Person other than the Company or any Guarantor has any right to use or occupy any part of the Owned Property and the Leased Property. The Leases are valid, binding and in full force and effect, all rent and other sums and charges payable thereunder are current, no notice of default or termination under any of the Leases is outstanding, no termination event or condition or uncured default on the part of the Company or, to the best of the Company's knowledge, on the part of the landlord, sublandlord, as the case may be, thereunder, exists under the Leases, and all no event has occurred and no condition exists which, with the giving of notice, or the lapse of time, or both, would constitute such a default or termination event or condition. There are no subleases, licenses or other real propertyagreements granting to any Person other than the Company or the Guarantors any right to possession, if anyuse, used occupancy or enjoyment of the Premises demised by the Company Leases. Each Owned Property and Leased Property is used in the conduct of its business. True, complete and correct copies of all leases and agreements with respect to Real Property leased by the Company have been delivered to LandCARE, and an indication as to which such properties, if any, are currently owned, or were formerly owned, by the Stockholder or any affiliates of the Company or the Stockholder is included in SCHEDULE 2.12. All leases relating to Real Property leased by the Company from the Stockholder or any affiliate of the Stockholder has been terminated. Except as set forth on SCHEDULE 2.12, all of such leases included on SCHEDULE 2.12 are in full force and effect and constitute valid and binding agreements of the parties (and their successors) thereto in accordance with their respective terms. There are no leases, tenancy agreements, easements, covenants, restrictions or any other instruments, agreements or arrangements which create in or confer on any party, other than the Company, the right to occupy or possess all or any portion of the Real Property or create in or confer on any such party any right, title or interest in or to the Real Property or any portion thereof or any interest therein; no party other than the Company occupies or possesses the Real Property or any portion thereof; there is legal and adequate ingress and egress between each tract of Real Property and an adjacent (or, if none, the closest) public roadway; the Real Property is properly zoned in order to allow its current use in the Company's businesses; or the Guarantors' business. (b) Without limiting the generality of the representations and there are no claims or demands pending or threatened by any party against warranties given in Section 4.10(a), all permits, licenses, franchises, approvals and authorizations (collectively, the "Real Property whichPermits") of all governmental authorities having jurisdiction over each Leased Property and from all insurance companies and fire rating and other similar boards and organizations (collectively, if validthe "Insurance Organizations"), would create in, or confer on, any party other than the Company, any right, title or interest in or required have been issued to the Real Company and the Guarantors to enable each Leased Property or any portion thereof. None of the buildings, structures or improvements described on SCHEDULE 2.12, or the operation or maintenance thereof as now operated or maintained, contravenes any zoning ordinance or other administrative regulation or violates any restrictive covenant or any provision of law, the effect of which would materially interfere with or prevent their continued use Owned Property to be lawfully occupied and used for all the purposes for which they are now being currently occupied and used and have been lawfully issued and are in full force and effect, except where the failure to possess such permits, licenses, franchises, approvals and authorizations, individually or would adversely affect in the value thereof aggregate, could not reasonably be expected to have a Material Adverse Effect. (c) Neither the Company nor the Guarantors have received any notice nor have they any knowledge of any pending, threatened or contemplated condemnation proceeding affecting any Leased Property or the interest of the Company therein. The Stockholder has furnished to LandCARE a true and correct copy of all owner's policies of title insurance and surveys pertaining to the real property owned by the CompanyOwned Property or any part thereof.

Real Property. SCHEDULE 2.12 includes (a) Section 3.7 of the Company Disclosure Schedules sets forth the address of each Leased Real Property, and a true, correct and complete list of all real property owned or leased by Leases to which the Company at the date hereof (the "Real Property"), and all other real property, if any, used by or any Subsidiary of the Company in the conduct of its business. Trueis a party (including all amendments, complete extensions, renewals, guaranties and correct copies of all leases and other agreements with respect to thereto) for such Leased Real Property leased by (such Leases the Company have been delivered “Material Leases”). With respect to LandCARE, and an indication as to which such properties, if any, are currently owned, or were formerly owned, by the Stockholder or any affiliates each of the Company or the Stockholder Material Leases: (i) such Lease is included in SCHEDULE 2.12. All leases relating to Real Property leased by the Company from the Stockholder or any affiliate of the Stockholder has been terminated. Except as set forth on SCHEDULE 2.12legal, all of such leases included on SCHEDULE 2.12 are valid, binding and in full force and effect and constitute valid and binding agreements is Enforceable against the applicable Group Company party thereto, and, to the Knowledge of the parties (and their successors) thereto in accordance with their respective terms. There are no leases, tenancy agreements, easements, covenants, restrictions or any other instruments, agreements or arrangements which create in or confer on any party, other than the Company, the against each other party thereto, and no Group Company has subleased, licensed or otherwise granted any right to use or occupy or possess all or any portion of the Real Property or create in or confer on any such party any right, title or interest in or to the Leased Real Property or any portion thereof to a third party (other than Permitted Liens and other than the right of a Group Company’s customers, employees and services providers to use, occupy and access the Leased Real Property in the Ordinary Course of Business); (ii) the applicable Group Company’s possession and quiet enjoyment of the Leased Real Property under such Material Lease has not been disturbed in any manner that would materially affect the applicable Group Company’s use of such Leased Real Property and there are no material disputes with respect to such Material Lease; (iii) no Group Company is currently in material default under, nor has any event occurred or, to the Knowledge of the Company, does any circumstance exist that, with notice or lapse of time or both would constitute a material default by a Group Company under any Material Lease; (iv) to the Knowledge of the Company, no material default, event or circumstance exists that, with notice or lapse of time or both, would constitute a material default by any counterparty to any such Material Lease; (v) no security deposit or portion thereof deposited with respect such Material Lease has been applied in respect of a breach or default under such Material Lease which has not been redeposited in full; (vi) no Group Company owes any brokerage commissions or finder’s fees with respect to such Material Lease; (vii) the other party to such Material Lease is not an Affiliate of, and otherwise does not have any economic interest in, any Group Company; and (viii) no Group Company has collaterally assigned or granted any other security interest in such Material Lease or any interest therein; no party other than . The Company has made available to the SPAC a true, correct and complete copy of all Material Leases. No Group Company owns fee title to any land. (b) The Leased Real Property identified in Section 3.7 of the Company occupies or possesses Disclosure Schedules comprises all of the material real property used in the business of the Group Companies. (c) To the Knowledge of the Company, the buildings, material building components, structural elements of the improvements, roofs, foundations, parking and loading areas and mechanical systems (including all heating, ventilating, air conditioning, plumbing, electrical, elevator, security, utility and fire/life safety systems) (collectively, the “Improvements”) included in the Leased Real Property and used by any of the Group Companies in the operation of its business as currently conducted are, in all material respects, in good working condition and repair and sufficient for the operation of the business by each applicable Group Company as currently conducted. There are no material structural deficiencies or material latent defects affecting any of the Improvements and, to the Knowledge of the Company, there are no facts or conditions affecting any of the Improvements, in each case, which would, individually or in the aggregate, interfere with the use or occupancy of the Improvements or any portion thereof; there is legal and adequate ingress and egress between each tract of Real Property and an adjacent (or, if none, the closest) public roadway; the Real Property is properly zoned in order to allow its current use thereof in the Company's businesses; and there are no claims operation of the Company in a manner that is or demands pending or threatened by any party against the Real Property which, if valid, would create in, or confer on, any party other than be reasonably expected to be material to the Company, taken as a whole. No Group Company has received written notice of (i) any rightcondemnation, title eminent domain or interest in similar Proceedings affecting any parcel of Leased Real Property; (ii) any special assessment or pending improvement liens to the be made by any Governmental Entity affecting any parcel of Leased Real Property; or (iii) violations of any building codes, zoning ordinances, governmental regulations or covenants or restrictions affecting any Leased Real Property that would be reasonably expected to result in a Material Adverse Effect. Each parcel of Leased Real Property has direct access to a public street adjoining such Leased Real Property, and such access is not dependent on any land or any portion thereofother real property interest which is not included in the Leased Real Property. None of the buildingsImprovements or any portion thereof is dependent for its access, structures use or improvements described operation on SCHEDULE 2.12any privately owned land, or the operation or maintenance thereof as now operated or maintainedbuilding, contravenes any zoning ordinance improvement or other administrative regulation real property interest which is not included in the Leased Real Property. To the Knowledge of the Company, there are no recorded or violates any restrictive covenant unrecorded agreements, easements or any provision of law, the effect of which would encumbrances that materially interfere with the continued access to or prevent their continued use for the purposes for which they are now being used or would adversely affect the value thereof or the interest operation of the Company therein. The Stockholder has furnished to LandCARE a true and correct copy business of all owner's policies of title insurance and surveys pertaining to the real property owned by Group Companies as currently conducted on the CompanyLeased Real Property.

Real Property. SCHEDULE 2.12 includes a list (a) The Company and each of all its Subsidiaries do not own any real property owned and have never owned, directly or leased by the indirectly, any real property or interests in real property. The Company at the date hereof (the "Real Property")and each of its Subsidiaries are not obligated under, and all are not a party to, any option, right of first refusal or other contractual arrangement to purchase, acquire, sell, assign or dispose of any real property, if any, used by the Company in the conduct of its business. True, complete and correct copies of all leases and agreements with respect to Real Property leased by the Company have been delivered to LandCARE, and an indication as to which such properties, if any, are currently owned, or were formerly owned, by the Stockholder or any affiliates of the Company or the Stockholder is included in SCHEDULE 2.12. All leases relating to Real Property leased by the Company from the Stockholder or any affiliate of the Stockholder has been terminated. Except as set forth on SCHEDULE 2.12, all of such leases included on SCHEDULE 2.12 are in full force and effect and constitute valid and binding agreements of the parties (and their successors) thereto in accordance with their respective terms. There are no leases, tenancy agreements, easements, covenants, restrictions or any other instruments, agreements or arrangements which create in or confer on any party, other than the Company, the right to occupy or possess all or any portion of the Real Property or create in or confer on any such party any right, title or interest in or to the Real Property property or any portion thereof or any interest therein; no party . (b) The Company has made available to Parent true, correct and complete copies of all leases, subleases, licenses, occupancy agreements and other than agreements under which the Company or any of its Subsidiaries uses or occupies or possesses has the right to use or occupy, now or in the future, any real property as tenant, subtenant, licensee or occupant (including all guaranties thereof and all material modifications, amendments, supplements, waivers and side letters thereto) (such property, the “Leased Real Property” and such leases, subleases, licenses and occupancy agreements, the “Real Property Leases”). Section 3.18(b) of the Company Disclosure Letter sets forth a true, correct and complete list, as of the date hereof, of all street addresses of the Leased Real Property and the Real Property Leases with respect thereto. Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, (i) each Real Property Lease is valid and binding on the Company or the Subsidiary of the Company that is a party thereto and, to the Knowledge of the Company, each other party thereto and is in full force and effect, subject to the Enforceability Exceptions, (ii) all rent and other sums and charges payable by the Company or any portion thereof; there is legal of its Subsidiaries as tenant, subtenant, licensee or occupant thereunder are current and adequate ingress and egress between each tract all obligations required to be performed or complied with by the Company or any of Real Property and an adjacent its Subsidiaries thereunder have been performed, (iii) no termination event or condition or uncured default on the part of the Company or, if noneapplicable, its Subsidiaries or, to the Knowledge of the Company, the closestcounterparty thereunder, exists under any Real Property Lease, (iv) public roadway; the Company and each of its Subsidiaries has a good and valid leasehold interest in each parcel of real property leased by it free and clear of all Liens, except Permitted Liens, (v) neither the Company nor any of its Subsidiaries has received any written notice from any landlord under any Real Property Lease that such landlord intends to terminate such Real Property Lease and (vi) neither the Company nor any of its Subsidiaries has received written notice of any pending and, to the Knowledge of the Company, there is no threatened, condemnation with respect to any property leased pursuant to any Leased Real Property. The Company and its Subsidiaries have not subleased or licensed any portion of any Leased Real Property to any Person. (c) Except as would not materially detract from the value or materially interfere with the present use of the underlying Leased Real Property, each Leased Real Property is (i) in good operating condition and repair, subject to normal wear and tear, (ii) regularly and properly zoned in order to allow its current use in maintained, (iii) free from any material defects or deficiencies and (iv) suitable for the Company's businesses; and there are no claims or demands pending or threatened by any party against the Real Property which, if valid, would create in, or confer on, any party other than the Company, any right, title or interest in or to the Real Property or any portion thereof. None conduct of the buildings, structures or improvements described on SCHEDULE 2.12, or the operation or maintenance thereof as now operated or maintained, contravenes any zoning ordinance or other administrative regulation or violates any restrictive covenant or any provision of law, the effect of which would materially interfere with or prevent their continued use for the purposes for which they are now being used or would adversely affect the value thereof or the interest business of the Company therein. The Stockholder has furnished and its Subsidiaries in all material respects as presently conducted. (d) There are no rights of first refusal or options to LandCARE a true and correct copy purchase in effect as to all or any material portion of all owner's policies of title insurance and surveys pertaining to the real property owned by the CompanyLeased Real Property.

Real Property. SCHEDULE 2.12 includes (a) Section 3.16(a) of the Company Disclosure Schedule lists the street address of each parcel of Company Owned Real Property (as defined below). Section 3.16(a) of the Company Disclosure Schedule lists a true, complete, and correct list of all leases, subleases, and licenses for each parcel of Company Leased Real Property (as defined below), including the identification of the street address, lessee, and lessor thereunder. (b) Except as would not be material to the Company or its Subsidiaries, taken as a whole, either the Company or a Subsidiary of the Company has good, valid and marketable title, free and clear of all Liens, other than Company Permitted Liens, to each real property owned or leased by the Company or its Subsidiaries, together with all improvements thereon and all servitudes, easements, hereditaments, and appurtenances related thereto, at which material operations of the date hereof Company or its Subsidiaries are conducted (collectively, the "“Company Owned Real Property"”). Except for the Company Owned Real Property, and all other the Company does not own any fee interest in any real property, if any, used . There are no service contracts that will be binding on Parent with respect to the Company Owned Real Property after the Closing Date. There are no leases or licenses that permit occupancy by any third parties of any portion of the Company Owned Real Property for a period longer than ninety (90) days or that could not be terminated by the Company or its Subsidiaries, as applicable, within thirty (30) days without the payment of any fee. The Company Owned Real Property is not subject to any options to purchase, rights of first refusal, rights of first offer, preferential rights or similar rights, whether recorded or unrecorded, in each case that would permit a right to purchase or lease any of the conduct Company Owned Real Property. To the Company’s knowledge, each parcel of Company Owned 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 such real property. (c) Except as would not be material to the Company or its businessSubsidiaries, taken as a whole, either the Company or a Subsidiary of the Company has a good and valid leasehold interest in each material real property that is leased, subleased, used or otherwise occupied by the Company or its Subsidiaries and at which material operations thereof are conducted (collectively, the “Company Leased Real Property”) pursuant to the applicable lease, sublease, use or occupancy agreement pursuant to which the Company or its Subsidiaries has been granted rights with respect thereto (together with all amendments, modifications, guarantees and other supplements thereto, the “Company Real Property Leases”), in each case, free and clear of all Liens other than any Company Permitted Liens. True, complete complete, and correct copies of all leases and agreements with respect to the Company Real Property leased by the Company Leases have been delivered made available to LandCARE, and an indication as to which such properties, if any, are currently owned, or were formerly owned, by the Stockholder or any affiliates of the Parent. The Company or the Stockholder is included in SCHEDULE 2.12. All leases relating to Real Property leased by the Company from the Stockholder or any affiliate of the Stockholder has been terminated. Except as set forth on SCHEDULE 2.12, all of such leases included on SCHEDULE 2.12 Leases are in full force and effect and constitute are binding and enforceable against the Company and against the respective lessors, sublessors, licensors and other such parties to the Company Real Property Leases. (d) To the Company’s knowledge, the existing water, sewer, gas and electricity lines, storm sewer and other utility systems on the Company Owned Real Property and Company Leased Real Property, as applicable, up to the Closing Date have been sufficient to serve the utility needs of the Company. To the knowledge of Company, all approvals, licenses and permits required for said utilities have been obtained and are in full force and effect. All installation and connection charges for said utilities billed to the Company or its Subsidiaries have been paid in full. (e) Except as would not be material to the Company or its Subsidiaries, taken as a whole, (i) each Company Real Property Lease is valid and binding agreements of the parties (in full force and their successors) thereto effect in accordance with their its terms, and binding upon and enforceable against the Company and against the respective terms. There lessors, sublessors, licensors and other such parties to the Company Real Property Leases subject to the Remedies Exceptions, (ii) to the Company’s knowledge, no breach or uncured default on the part of the Company or, if applicable, its Subsidiary or, to the Company’s knowledge, the landlord thereunder, exists as of the date of this Agreement under any Company Real Property Lease; to the Company’s knowledge, no event has occurred or circumstance exists that, with the giving of notice, the passage of time, or both, would constitute a material breach or default, would result in loss of rights, or would permit termination, modification, or acceleration under a Company Real Property Lease; and the Company has not received a written notice of breach or default on the part of the Company or, if applicable, its Subsidiary, under a Company Real Property Lease, (iii) there are no leasespending, tenancy agreementsnor to the Company’s knowledge, easementsthreatened, covenantscondemnation, restrictions eminent domain or similar proceedings with respect to any other instrumentsmaterial Company Real Property, agreements (iv) no casualty event has occurred that is material to any Company Real Property that has not been remedied in all material respects (including as required, if applicable, pursuant to a Company Real Property Lease), and (v) the Company is in occupancy of all the Company Leased Real Property and no person has the right to use or arrangements which create in or confer on occupy any party, portion of the Company Leased Real Property other than the Company, except as set forth in any Company Real Property Lease. The Company Real Property constitutes all real property used and held for use in connection with the right to occupy or possess all or any portion business of the Company and its Subsidiaries as presently conducted. The Company has obtained or will obtain, prior to the Closing Date, any required consents from the applicable lessors under the Company Real Property Leases in connection with this transaction (collectively, “Lessor Required Consents”). Except for the Lessor Required Consents, no consent or approval is required under any Company Real Property Lease in connection with the consummation of the transactions contemplated hereunder. (f) Except as set forth in the Company Real Property Leases, there are no rents, royalties, fees, or other amounts incurred, payable, or receivable by the Company in connection with the Company Leased Real Property. Except as required by the Company Real Property Leases, there are no material capital expenditures required to be made by the Company under the Company Real Property Leases in connection with the Company Leased Real Property. The buildings, plants, improvements and fixtures included as part of the Company Leased Real Property are in good working order and repair (subject to ordinary wear and tear) for operation of the business of the Company and its Subsidiaries. No security deposit or portion thereof deposited with respect any Company Real Property Lease has been applied in respect of a breach or default under such Company Real Property Lease which has not been redeposited in full. (g) Other than the Company Real Property Leases, all leases, subleases, licenses, and other use and occupancy agreements for real property in which the Company had any right or interest (collectively, the “Terminated Leases”), if applicable, have expired or been terminated, all rents and other sums due and payable by the Company in connection with any Terminated Leases have been paid in full, and all obligations imposed on the Company in connection with any Terminated Leases, to the Company’s knowledge, have been fully satisfied. (h) None of the Company Owned Real Property or create in or confer on any such party any right, title or interest in or to the Real Property or any portion thereof or any interest therein; no party other than the Company occupies or possesses the Real Property or any portion thereof; there is legal and adequate ingress and egress between each tract of Real Property and an adjacent (or, if none, the closest) public roadway; the Leased Real Property is properly zoned in order to allow its current use in the Company's businesses; and there are no claims or demands pending or threatened by any party against the Real Property which, if valid, would create inlisted on, or confer has been proposed for listing on, any party other than the CompanyNational Priorities List (or CERCLIS) under CERCLA, any right, title or interest in or to the Real Property or any portion thereof. None of the buildings, structures or improvements described on SCHEDULE 2.12, or the operation or maintenance thereof as now operated or maintained, contravenes any zoning ordinance or other administrative regulation or violates any restrictive covenant or any provision of law, the effect of which would materially interfere with or prevent their continued use for the purposes for which they are now being used or would adversely affect the value thereof or the interest of the Company therein. The Stockholder has furnished to LandCARE a true and correct copy of all owner's policies of title insurance and surveys pertaining to the real property owned by the Companysimilar state list.

Real Property. SCHEDULE 2.12 includes a list (a) Section 4.13(a) of all real property owned or leased by the Company at Disclosure Letter sets forth, with respect to each parcel of the date hereof Company Leased Real Property existing as of the Determination Date, the Contracts which provide the Company with rights to lease, sublease, license, use or otherwise occupy such parcel of the Company Leased Real Property as of the Determination Date, including any amendments or modifications thereto (all such Contracts, together with the "Contracts that provide the Company with rights to lease, sublease, license, use or otherwise occupy the Company Leased Real Property"Property as of the Closing Date, including any amendments or modifications thereto, collectively, the “Company Leases”), the address (or other identifying description) of such parcel and all other real propertythe identity of the lessor, lessee and current occupant (if any, used by the Company in the conduct different from lessee) of its businesssuch parcel. True, correct and complete and correct copies of all leases and agreements with respect to Real Property leased by Company Leases existing as of the Company Determination Date have been delivered provided to LandCAREParent. The Company (i) has a valid and binding leasehold interest in, and an indication as to which such propertiesenjoys peaceful and undisturbed possession of, if any, are currently owned, or were formerly owned, by the Stockholder or any affiliates each parcel of the Company or the Stockholder is included in SCHEDULE 2.12. All leases relating to Leased Real Property leased by existing as of the date of this Agreement and (ii) will have a valid and binding leasehold interest in each parcel of the Company from the Stockholder or any affiliate Leased Real Property that will exist as of the Stockholder has been terminatedClosing Date, in each case, free and clear of all Liens, other than Permitted Liens. (b) With respect to each Company Lease, neither the applicable Company Entity nor, to the knowledge of the Company, any counterparty thereto is in default thereunder in any material respect, and there are no events which with the passage of time or notice, or both, would constitute a material default thereunder on the part of such Company Entity, or, to the knowledge of the Company, any other party thereto. The Company Leased Real Property is in compliance in all material respects with all laws, rules, regulations and ordinances related to the business as it is currently conducted on such Company Leased Real Property. Except as set forth otherwise indicated on SCHEDULE 2.12, all of such leases included on SCHEDULE 2.12 are in full force and effect and constitute valid and binding agreements Section 4.13(b) of the parties (and their successors) thereto in accordance with their respective terms. There are Company Disclosure Letter, no leases, tenancy agreements, easements, covenants, restrictions Company Entity has subleased or granted to a third party any other instruments, agreements or arrangements which create in or confer on any party, other than the Company, the right to use or occupy or possess all or any portion of the Company Leased Real Property other than in the ordinary course of business. (c) To the knowledge of the Company, there are no eminent domain or create similar Proceedings pending or threatened in writing affecting all or confer on any such party material portion of the Company Leased Real Property. To the knowledge of the Company, there is no writ, injunction, decree, order or judgment outstanding, nor any rightaction claim, title suit or interest other Proceeding pending or threatened in or writing, relating to the ownership, lease, use, occupancy or operation by any Person of the Company Leased Real Property. The buildings, improvements and structures located on the Company Leased Real Property are in good operating condition and repair. (d) Section 4.13(d) of the Company Disclosure Letter sets forth the address (or other identifying description) and the identity of the fee owner of each parcel of Company Owned Real Property. A Company Entity has good and marketable fee simple title in and to each parcel of the Company Owned Real Property, including all of the buildings and improvements thereon, free and clear of all Liens, other than Permitted Liens. There are no outstanding options, rights of first offer or rights of first refusal to purchase any Company Owned Real Property or any portion thereof or any interest therein; . Other than pursuant to easements of record, no party other than Company Entity has leased or granted any right to use or occupy all or any portion of the Company occupies Owned Real Property to a third party, whether as tenants, subtenants, trespassers or possesses otherwise. There is no condemnation or other Proceeding in eminent domain, pending or, to the knowledge of the Company, threatened, affecting the Company Owned Real Property or any portion thereof; there thereof or interest therein. There is legal and adequate ingress and egress between each tract of Real Property and an adjacent (orno writ, if noneinjunction, the closest) public roadway; the Real Property is properly zoned in decree, order to allow its current use in the Company's businesses; and there are no claims or demands judgment outstanding, nor any action, claim, suit or other Proceeding pending or threatened threatened, relating to the ownership, lease, use, occupancy or operation by any party against the Real Property which, if valid, would create in, or confer on, any party other than the Company, any right, title or interest in or to the Real Property or any portion thereof. None of the buildings, structures or improvements described on SCHEDULE 2.12, or the operation or maintenance thereof as now operated or maintained, contravenes any zoning ordinance or other administrative regulation or violates any restrictive covenant or any provision of law, the effect of which would materially interfere with or prevent their continued use for the purposes for which they are now being used or would adversely affect the value thereof or the interest Person of the Company therein. The Stockholder has furnished to LandCARE a true and correct copy of all owner's policies of title insurance and surveys pertaining to the real property owned by the CompanyOwned Real Property.

Real Property. SCHEDULE 2.12 includes (a) Section 4.20(a) of the Company Disclosure Letter sets forth a true, correct and complete list as of the date of this Agreement of all real property owned Leased Real Property and all Real Property Leases (as hereinafter defined) pertaining to such Leased Real Property. With respect to each parcel of Leased Real Property: (i) The Company or leased one of its Subsidiaries holds a good and valid leasehold estate in such Leased Real Property, free and clear of all Liens, except for Permitted Liens. (ii) The Company and its Subsidiaries have delivered to OmniLit true, correct and complete copies of all leases, lease guaranties, subleases, agreements for the leasing, use or occupancy of, or otherwise granting a right in and to the Leased Real Property by or to the Company and its Subsidiaries, including all amendments, terminations and modifications thereof (collectively, the “Real Property Leases”). (iii) The Company and its Subsidiaries’, as applicable, possession and quiet enjoyment of the Leased Real Property under such Real Property Leases has not been materially disturbed and, to the knowledge of the Company, there are no material disputes with respect to such Real Property Leases. (iv) There is no material breach or default by the Company at or any of its Subsidiaries or, to the knowledge of the Company, any third party under any Real Property Lease, and, to the knowledge of the Company, no event has occurred which (with or without notice or lapse of time or both) would constitute a material breach or default or would permit termination of, or a material modification or acceleration thereof by any party to such Real Property Leases. (v) As of the date hereof (the "Real Property")of this Agreement, and all other real property, if any, used by the Company in the conduct of its business. True, complete and correct copies of all leases and agreements with respect to Real Property leased by the Company have been delivered to LandCARE, and an indication as to which such properties, if any, are currently owned, or were formerly owned, by the Stockholder or any affiliates of the Company or the Stockholder is included in SCHEDULE 2.12. All leases relating to Real Property leased by the Company from the Stockholder or any affiliate of the Stockholder has been terminated. Except as set forth on SCHEDULE 2.12, all of such leases included on SCHEDULE 2.12 are in full force and effect and constitute valid and binding agreements of the parties (and their successors) thereto in accordance with their respective terms. There are no leases, tenancy agreements, easements, covenants, restrictions or any other instruments, agreements or arrangements which create in or confer on any party, other than the CompanyCompany or its Subsidiaries, the has any right to use or occupy or possess all or any portion of the Real Property or create in or confer on any such party any right, title or interest in or to the Real Property or any portion thereof or any interest therein; no party other than the Company occupies or possesses the Leased Real Property or any portion thereof; there is legal and adequate ingress and egress between each tract of Real Property and an adjacent . (or, if none, the closestvi) public roadway; the Real Property is properly zoned in order to allow its current use in the Company's businesses; and there are no claims or demands pending or threatened by any party against the Real Property which, if valid, would create in, or confer on, any party other than the Company, any right, title or interest in or to the Real Property or any portion thereof. None of the buildings, structures or improvements described on SCHEDULE 2.12, or the operation or maintenance thereof as now operated or maintained, contravenes any zoning ordinance or other administrative regulation or violates any restrictive covenant Company or any provision of law, its Subsidiaries have received written notice of any current condemnation proceeding or proposed similar Action or agreement for taking in lieu of condemnation with respect to any portion of the effect of which would materially interfere with or prevent their continued use for the purposes for which they are now being used or would adversely affect the value thereof or the interest Leased Real Property. (b) None of the Company therein. The Stockholder has furnished to LandCARE a true and correct copy or any of all owner's policies of title insurance and surveys pertaining to the its Subsidiaries owns any real property owned by the Companyin fee simple.

Real Property. SCHEDULE 2.12 includes a list (a) The Company owns no real property. (b) Section 4.10 of all real property owned or leased by the Company at the date hereof Disclosure Schedule sets forth all leases, subleases, and other agreements (the "Real PropertyREAL PROPERTY LEASES")) under which the Company or any of its subsidiaries uses or occupies or has the right to use or occupy, now or in the future, any real property. The Company has heretofore delivered to Parent true, correct, and all other real property, if any, used by the Company in the conduct of its business. True, complete and correct copies of all leases and agreements with respect to Real Property leased by Leases (and all modifications, amendments, and supplements thereto and all side letters to which the Company have been delivered to LandCARE, and an indication as to which such properties, if any, are currently owned, or were formerly owned, by the Stockholder or any affiliates of its subsidiaries is a party affecting the obligations of any party thereunder). Each Real Property Lease constitutes the valid and legally binding obligation of the Company or the Stockholder is included its subsidiaries, enforceable in SCHEDULE 2.12. All leases accordance with its terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer, and similar Laws of general applicability relating to Real Property leased or affecting creditors' rights or by the Company from the Stockholder or any affiliate of the Stockholder has been terminated. Except as set forth on SCHEDULE 2.12general equity principles), all of such leases included on SCHEDULE 2.12 are and is in full force and effect effect. All rent and constitute valid other sums and binding agreements charges payable by the Company and its subsidiaries as tenants under each Real Property Lease are current, no termination event or condition or uncured default of a material nature on the part of the parties (and their successors) thereto in accordance with their respective terms. There are no leases, tenancy agreements, easements, covenants, restrictions Company or any other instruments, agreements or arrangements which create in or confer on any party, other than the Company, the right to occupy or possess all or any portion of the Real Property or create in or confer on any such party any right, title or interest in or to the Real Property or any portion thereof or any interest therein; no party other than the Company occupies or possesses the Real Property or any portion thereof; there is legal and adequate ingress and egress between each tract of Real Property and an adjacent (subsidiary or, if none, the closest) public roadway; the Real Property is properly zoned in order to allow its current use in the Company's businesses; and there are no claims or demands pending or threatened by knowledge, the landlord, exists under any party against the Real Property which, if valid, would create in, or confer on, any party other than Lease. Each of the Company, any right, title or Company and its subsidiaries has a good and valid leasehold interest in or to the Real Property or any portion thereof. None each parcel of the buildingsreal property leased by it free and clear of all Liens, structures or improvements described on SCHEDULE 2.12except (i) Taxes and general and special assessments not in default and payable without penalty and interest and (ii) other liens, or the operation or maintenance thereof as now operated or maintainedmortgages, contravenes any zoning ordinance or other administrative regulation or violates any restrictive covenant or any provision of lawpledges, the effect of encumbrances, and security interests which would do not materially interfere with the Company's or prevent their continued any of its subsidiaries' use for the purposes for which they are now being used and enjoyment of such real property or would adversely affect materially detract from or diminish the value thereof or the interest of thereof. (c) No party to any such Real Property Lease has given notice to the Company therein. The Stockholder has furnished to LandCARE or any of its subsidiaries of or made a true and correct copy claim against the Company or any of all owner's policies its subsidiaries in respect of title insurance and surveys pertaining to the real property owned by the Companyany breach or default thereunder.

Real Property. SCHEDULE 2.12 includes Except as described in the Registration Statement, the General Disclosure Package and the Prospectus, the Operating Partnership, directly or indirectly through its subsidiaries, has good and marketable title (or in the case of ground leases, a list valid leasehold interest) to all real property owned by them and good title to all other properties owned by it, directly or indirectly through its subsidiaries, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (A) are described in the Registration Statement, the General Disclosure Package and the Prospectus or (B) do not, singly or in the aggregate, materially affect the value of such property and do not interfere materially with the use made and proposed to be made of such property by the Operating Partnership, directly or indirectly through its subsidiary that owns such property; and all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Operating Partnership, directly or indirectly through one of its subsidiaries, holds Properties, are in full force and effect, and neither the Company nor any of its subsidiaries has received any written notice of any material claim of any sort that has been asserted against the Company or any of its subsidiaries by anyone adverse to the rights of the Company or any subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease. Except as otherwise set forth in or described in the Registration Statement, the General Disclosure Package and the Prospectus, the mortgages and deeds of trust encumbering the Properties are not convertible into debt or equity securities of the entity owning such Property or of the Company or any of its subsidiaries, and such mortgages and deeds of trust will not be cross-defaulted or cross-collateralized to any property not owned, directly or indirectly, in whole or in part, by the Operating Partnership. To the knowledge of the Company and the Operating Partnership, none of the tenants under any lease of space at any of the Properties that, singly or in the aggregate, is material to the Company and its subsidiaries considered as one enterprise is the subject of bankruptcy, reorganization or similar proceedings. None of the Company or any of its subsidiaries has received from any Governmental Entity any written notice of any condemnation of or zoning change materially affecting any Property or any part thereof, and the Company has no knowledge of any such condemnation or zoning change which is threatened and, in each case, which if consummated would reasonably be expected to result in a Material Adverse Effect. Each of the Properties complies in all material respects with all applicable codes, ordinances, laws and regulations (including without limitation, building and zoning codes, laws and regulations and laws relating to access to the Properties), except for failures to the extent disclosed in the Registration Statement, the General Disclosure Package and the Prospectus and except for such failures to comply that would not individually or in the aggregate reasonably be expected to result in a Material Adverse Effect. Neither the Company nor any of its subsidiaries has received written notice of proposed material special assessment or any proposed change in any property tax, zoning or land use law or availability of water affecting any Property that would reasonably be expected to result in a Material Adverse Effect. Except as described in the Registration Statement, the General Disclosure Package and the Prospectus, there are no subleases with respect to any Property or portion thereof. Except as described in the Registration Statement, the General Disclosure Package and the Prospectus, the Company or one or more of its subsidiaries has obtained, on or prior to the date hereof, one or more title insurance policies on, whether directly or through assignment or endorsements, or a so-called “fairway-endorsement” on existing title policies covering, the fee interests (or leasehold interests as the case may be) from a nationally recognized title insurance company, or, if such title policy has not been issued, a binding commitment by such title insurance company to issue such a policy, which policies include commercially reasonable exceptions, with coverage in such amounts as are commercially reasonable for the assets owned or leased by the Company and that are consistent with the types and amounts of insurance typically maintained by owners of similar properties, and such title insurance policies, fairway endorsements or binding commitments, as the case may be, are in full force and effect in all material respects. Except as would not, individually or in the aggregate reasonably be expected to result in a Material Adverse Effect, there are no encroachments upon any Property by improvements on an adjacent property, and none of the improvements on any Property encroach on any adjacent property, streets or alleys. Except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus, neither the Company nor any of its subsidiaries is a party to any material lease that is required to be disclosed in the Registration Statement or the Prospectus. Except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus, neither the Company nor any of its subsidiaries holds any Property under a ground lease, and true and complete copies of each ground lease described in the Registration Statement, the General Disclosure Package and the Prospectus have been provided to the Underwriters or their counsel. To the knowledge of the Company and the Operating Partnership, all real property owned or leased by the Company or a Subsidiary is free of material structural defects and all building systems contained therein are in good working order in all material respects, subject to ordinary wear and tear or, in each instance, the Company has created an adequate reserve to effect reasonably required repairs, maintenance and capital expenditures; to the knowledge of the Company and the Operating Partnership, water, storm water, sanitary sewer, electricity and telephone service are all available at the date hereof property lines of such property over duly dedicated streets or perpetual easements of record benefiting such property; except as described in the Registration Statement, the General Disclosure Package and the Prospectus, to the knowledge of the Company and the Operating Partnership, there is no pending or threatened special assessment, tax reduction proceeding or other action that, individually or in the aggregate, could reasonably be expected to increase or decrease the real property taxes or assessments of any of such property, that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect. To the knowledge of the Company and the Operating Partnership, except as set forth in or described in the Registration Statement, the General Disclosure Package and the Prospectus, including as may be reflected in the pro forma financial statements, and except as would not, individually or in the aggregate, reasonably be expected have a Material Adverse Effect: (A) no rentals or other amounts due under any lease have been paid more than one (1) month in advance; (B) no tenant has asserted in writing any defense or set-off against the payment of rent in connection with any lease nor has any tenant contested any tax, operating cost or other escalation payment or occupancy charge, or any other amounts payable under its leases; (C) all tenants, licensees, franchisees or other parties under any lease, exhibit, schedule, amendment or other document related to the lease of space at the Properties (the "Real Property")“Leases”) are in possession of their respective premises; (D) none of the Leases has been assigned, and all other real propertymortgaged, if anypledged, used by the Company sublet, hypothecated or otherwise encumbered, except in connection with secured debt described in the conduct of its business. TrueRegistration Statement, complete the General Disclosure Package and correct copies of all leases and agreements with respect to Real Property leased by the Company have been delivered to LandCARE, and an indication as to which such properties, if any, are currently owned, or were formerly owned, by the Stockholder or any affiliates Prospectus; (E) none of the Company or the Stockholder is included in SCHEDULE 2.12. All leases relating to Real Property leased by the Company from the Stockholder or any affiliate of its subsidiaries has waived any material provision under any of the Stockholder has been terminated. Except as set forth on SCHEDULE 2.12, all of such leases included on SCHEDULE 2.12 are in full force and effect and constitute valid and binding agreements of the parties Leases; (and their successorsF) thereto in accordance with their respective terms. There are no leases, tenancy agreements, easements, covenants, restrictions or any other instruments, agreements or arrangements which create in or confer on any party, other than the Company, the right to occupy or possess all or any portion of the Real Property or create in or confer on any such party any right, title or interest in or to the Real Property or any portion thereof or any interest therein; no party other than the Company occupies or possesses the Real Property or any portion thereof; there is legal and adequate ingress and egress between each tract of Real Property and an adjacent (or, if none, the closest) public roadway; the Real Property is properly zoned in order to allow its current use in the Company's businesses; and there are no claims uncured events of default, or demands pending events that with the giving of notice or threatened passage of time, or both, would constitute an event of default, by any party against the Real Property which, if valid, would create in, or confer on, tenant under any party other than the Company, any right, title or interest in or to the Real Property or any portion thereof. None of the buildings, structures or improvements described on SCHEDULE 2.12, or terms and provisions of the operation or maintenance thereof as now operated or maintained, contravenes Leases; and (G) no tenant under any zoning ordinance of the Leases and no third party has a right of first refusal or other administrative regulation or violates any restrictive covenant or any provision of law, right to purchase the effect of which would materially interfere with or prevent their continued use for the purposes for which they are now being used or would adversely affect the value thereof or the interest of the Company therein. The Stockholder has furnished to LandCARE a true and correct copy of all owner's policies of title insurance and surveys pertaining to the real property owned by the Companypremises demised under such Lease.

Real Property. SCHEDULE 2.12 includes (a) The Company does not own any real property. (b) Schedule 4.18(b) of the Company Disclosure Schedules contains a complete and accurate list by property, city, state and country, of all real property owned leasehold or leased subleasehold estates and other rights to possess or occupy any land, buildings, structures, improvements, fixtures or other interest in real property held by the Company at as of the date hereof of this Agreement (the "Real Property"“Leased Company Properties”). The Company is the sole legal and beneficial owner of a leasehold or subleasehold interest in, or other right to possess or occupy, the Leased Company Properties. (c) Schedule 4.18(c) of the Company Disclosure Schedules contains a complete and accurate list of all leases, subleases, licenses, concessions, and other Contracts, agreements and leasehold arrangements and all related supplemental documents (collectively, the “Lease Documents”) pursuant to which the Company leases, licenses, subleases or otherwise occupies any Leased Company Property on the date hereof. The Company has delivered to Acquiror a true and complete copy of each such Lease Document. Neither the Company nor, to the Knowledge of the Company, any other real propertyparty to any Lease Document is in material breach or material default under such Lease Document, if anyand no event has occurred or circumstances exist which, used with the delivery of notice, the passage of time or both, would constitute such a breach or default, or permit the termination or acceleration of rent under such Lease Document, by the Company in or, to the conduct of its business. True, complete and correct copies of all leases and agreements with respect to Real Property leased by the Company have been delivered to LandCARE, and an indication as to which such properties, if any, are currently owned, or were formerly owned, by the Stockholder or any affiliates Knowledge of the Company or the Stockholder Company, any other party thereto. (d) Each Lease Document is included in SCHEDULE 2.12. All leases relating to Real Property leased by the Company from the Stockholder or any affiliate of the Stockholder has been terminated. Except as set forth on SCHEDULE 2.12, all of such leases included on SCHEDULE 2.12 are a written agreement in full force and effect effect, and, subject to the Enforceability Exceptions, is legal, valid, binding and constitute valid and binding agreements enforceable against the Company that is a party to such Lease Document and, to the Knowledge of the parties (Company, any other party to such Lease Document. The Company has paid the rent and their successors) thereto in accordance with their respective terms. There all other sums that are due and payable under such Lease Documents and there are no leasessignificant arrears thereunder due and payable by the Company. (e) To the Knowledge of the Company, tenancy agreementsthere exist no restrictions, easementscovenants or encumbrances which encumber any of the Leased Company Properties and which prevent any of the Leased Company Properties from being used now or in the future for their current use or would prevent, covenantsor require consent from a third party as a result of, restrictions the consummation of the transactions contemplated by this Agreement or which would be material and adverse to the Company, taken as a whole. (f) The Company has not, at any other instrumentstime, agreements given any covenant or arrangements which create entered into any agreement in or confer on respect of any party, leasehold real property other than the CompanyLeased Company Properties in respect of which any material contingent liability of the Company remains as of the date of this Agreement. The Company has not subleased, licensed or otherwise granted any Person the right to use or occupy or possess all or any portion of the Real Property or create in or confer on any such party any right, title or interest in or to the Real Property or any portion thereof or any interest therein; no party other than the Leased Company occupies or possesses the Real Property or any portion thereof; there is legal , and adequate ingress and egress between each tract the Company has not collaterally assigned or granted any other security interest in any Lease Document or any interest therein. (g) As of Real Property and an adjacent (orthe date of this Agreement, if none, to the closest) public roadway; the Real Property is properly zoned in order to allow its current use in Knowledge of the Company's businesses; and , there are no claims or demands pending or threatened by material outstanding Actions to which the Company is a party in respect of any party against of the Real Property whichLeased Company Properties, if valid, would create in, or confer on, any party other than nondelinquent real property assessments affecting the Leased Company Properties. As of the date of this Agreement, the Company, any right, title or interest in or to the Real Property or any portion thereof. None ’s possession and quiet enjoyment of the buildings, structures or improvements described on SCHEDULE 2.12, or the operation or maintenance thereof as now operated or maintained, contravenes any zoning ordinance or other administrative regulation or violates any restrictive covenant or any provision of law, the effect of which would Leased Company Property under each Lease Document is not materially interfere with or prevent their continued use for the purposes for which they are now being used or would adversely affect the value thereof or the interest of the Company therein. The Stockholder has furnished to LandCARE a true and correct copy of all owner's policies of title insurance and surveys pertaining to the real property owned by the Companydisturbed.

Real Property. SCHEDULE 2.12 includes (a) Neither the Company nor any of its Subsidiaries owns any real property. The Disclosure Schedule contains a complete and accurate list of all real property owned or leased by the Company at the date hereof (the "Real Property"), and all other real property, if any, used by the Company in the conduct of its business. True, complete and correct copies locations of all leases and agreements with respect to Real Property leased by the Company or any of the Subsidiaries and the name and address of the lessor and, if a Person different than such lessor, the manager thereof. The Company and the Sellers have been delivered or caused to be delivered to LandCAREthe Purchaser and Newco true and complete copies of all Contracts relating to Real Property (including, without limitation, all leases and all management, service, supply, security, maintenance and similar Contracts, and an indication as all attornment Contracts, subordination Contracts or similar Contracts, and all other Contracts affecting or relating to the use and quiet and peaceful enjoyment of the Real Property) to which the Company or any of its Subsidiaries is a party or is otherwise bound or subject, and, in each case, all amendments thereof, which relate to or affect any of the Real Property. Except for the leases pertaining to the Real Property identified in and attached to the Disclosure Schedule, none of the Sellers, the Company or any of its Subsidiaries is a party to any Contract that commits or purports to commit the Company or any of its Subsidiaries to purchase or otherwise acquire or lease any real property including, without limitation, the Real Property. (b) Each Contract relating to or affecting the Real Property (i) is in full force and effect, (ii) affords the Company or such propertiesSubsidiary, if anyas the case may be, are currently ownedpeaceful, undisturbed and exclusive possession of the applicable Real Property, (iii) is free of all Adverse Claims, and (iv) constitutes a valid and binding obligation of, and is enforceable in accordance with its terms against, the respective parties thereto. (c) The Company and each of its Subsidiaries has performed the obligations required to be performed by it to date under all Contracts relating to or affecting the Real Property and is not in default or breach thereof. In addition, no party to any such Contract (i) has provided any notice to the Company or any of its Subsidiaries of its intent to terminate or not renew any such Contract, (ii) to the knowledge of the Company and the Sellers, has threatened to terminate or not renew any such Contract or (iii) is, to the knowledge of the Company and the Sellers, in breach or default under any provision thereof, and, to the knowledge of the Company and the Sellers, no event or condition has occurred, whether with or without the passage of time or the giving of notice, or were formerly ownedboth, by that would constitute such a breach or default. (d) The Real Property is (i) in good condition and repair and there has been no damage, destruction or loss to any of the Stockholder Real Property that remains unremedied to date (ordinary wear and tear excepted) and (ii) suitable to carry out each of the Company's and its Subsidiaries' respective Business as conducted thereon. (e) There are no condemnation, appropriation or other proceedings involving any affiliates taking of the Real Property pending, or to the knowledge of the Company or any of the Stockholder is included Sellers, threatened, against any of the Real Property. (f) The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not (i) result in SCHEDULE 2.12. All leases or give to any Person any right of termination, non-renewal, cancellation, withdrawal, acceleration or modification in or with respect to any Contract relating to or affecting the Real Property, (ii) result in or give to any Person any additional rights or entitlement to increased, additional, accelerated or guaranteed rent or payments under any such Contract or (iii) result in the creation or imposition of any Adverse Claim upon the Company or any of its Subsidiaries or any of their respective assets under the terms of any such Contract. (g) The Disclosure Schedule indicates a summary description of all plans or projects involving the opening of new operations, expansion of any existing operations or the acquisition of any Real Property, the lease of Real Property leased or acquisition of new businesses, with respect to which the Company or any Subsidiary has made any expenditure in the two-years prior to the date of this Agreement in excess of $10,000, or which if pursued by the Company from the Stockholder or any affiliate would require additional expenditures of the Stockholder has been terminated. Except as set forth on SCHEDULE 2.12, all capital in excess of such leases included on SCHEDULE 2.12 are in full force and effect and constitute valid and binding agreements of the parties (and their successors) thereto in accordance with their respective terms. There are no leases, tenancy agreements, easements, covenants, restrictions or any other instruments, agreements or arrangements which create in or confer on any party, other than the Company, the right to occupy or possess all or any portion of the Real Property or create in or confer on any such party any right, title or interest in or to the Real Property or any portion thereof or any interest therein; no party other than the Company occupies or possesses the Real Property or any portion thereof; there is legal and adequate ingress and egress between each tract of Real Property and an adjacent (or, if none, the closest) public roadway; the Real Property is properly zoned in order to allow its current use in the Company's businesses; and there are no claims or demands pending or threatened by any party against the Real Property which, if valid, would create in, or confer on, any party other than the Company, any right, title or interest in or to the Real Property or any portion thereof. None of the buildings, structures or improvements described on SCHEDULE 2.12, or the operation or maintenance thereof as now operated or maintained, contravenes any zoning ordinance or other administrative regulation or violates any restrictive covenant or any provision of law, the effect of which would materially interfere with or prevent their continued use for the purposes for which they are now being used or would adversely affect the value thereof or the interest of the Company therein. The Stockholder has furnished to LandCARE a true and correct copy of all owner's policies of title insurance and surveys pertaining to the real property owned by the Company$10,000.

Real Property. SCHEDULE 2.12 includes (i) Schedule 4.11(b) sets forth a list of (i) all real property owned by the Company or any of its Subsidiaries (the “Owned Real Property”) and (ii) all material real property leased by the Company at the date hereof or any of its Subsidiaries (the "“Leased Real Property")”, and together with the Owned Real Property, the “Real Property”). The Company or the relevant Subsidiary has good and marketable title to all other real propertyOwned Real Property free and clear of all Liens except for Permitted Exceptions. The Company or one of its Subsidiaries has a valid and subsisting leasehold estate in all Leased Real Property. (ii) Except as would not be material to the Company and its Subsidiaries, if anytaken as a whole, used (A) assuming the due authorization, execution and delivery thereof by the other party or parties thereto other than the Company in the conduct of or its business. Truewholly-owned Subsidiaries, complete and correct copies of all leases and agreements each lease with respect to the Leased Real Property leased by the Company have been delivered to LandCARE(including any amendments thereto, and an indication as to which such properties, if any, are currently owned, or were formerly owned, by the Stockholder or any affiliates of the Company or the Stockholder a “Lease”) is included in SCHEDULE 2.12. All leases relating to Real Property leased by the Company from the Stockholder or any affiliate of the Stockholder has been terminated. Except as set forth on SCHEDULE 2.12, all of such leases included on SCHEDULE 2.12 are in full force and effect and constitute is a legal, valid and binding agreements agreement that is enforceable against the Company or a Subsidiary of the Company (as applicable) and, to the Knowledge of the Company, the other party or parties (and their successors) thereto in accordance with their respective its terms, subject to the Bankruptcy and Equity Exception; (B) the Company or one of its Subsidiaries (as applicable) and, to the Knowledge of the Company, each other party thereto are in compliance with all terms of and are not in default under each Lease; and (C) none of the Company or any of the Company’s Subsidiaries has received prior to the date hereof written notice of (x) default or noncompliance by the Company or its Subsidiaries under any Lease, (y) early termination of any Lease or (z) the intent of the counterparty to materially alter the provisions of any Lease. There The Company has delivered or made available to Parent true and complete copies of each Lease. (iii) Except as would not be material to the Company and its Subsidiaries, taken as a whole, (A) there are no leases, tenancy agreementssubleases, easementslicenses, covenants, restrictions rights or other agreements granting any other instruments, agreements or arrangements which create in or confer on any party, other than the Company, person the right to use or occupy any material portion of the Owned Real Property or possess all the Leased Real Property that could reasonably be expected to adversely affect the existing use or value of such Owned Real Property or the Leased Real Property by the Company or its Subsidiaries in the operation of its business thereon, and (B) except for such arrangements solely among the Company and its wholly-owned Subsidiaries or among the Company’s wholly-owned Subsidiaries, there are no outstanding options or rights of first refusal in favor of any other party to purchase any Owned Real Property or any portion thereof or interest therein that could reasonably be expected to adversely affect the existing use or value of the Owned Real Property by the Company in the operation of its business thereon. (iv) Except as would not be material to the Company and its Subsidiaries, taken as a whole, the use and operation of the Real Property in the conduct of the Company’s or create each Subsidiary’s business does not violate in any material respect any law, covenant, condition, restriction, easement, license, permit or confer on any such party any rightagreement. (v) Except as would not be material to the Company and its Subsidiaries, title taken as a whole, there are no actions pending nor, the Knowledge of the Company, threatened against or interest in or to affecting the Real Property or any portion thereof or any interest therein; no party other than therein in the nature of or in lieu of condemnation or eminent domain proceedings. (vi) Except as would not be material to the Company occupies or possesses and its Subsidiaries, taken as a whole, to the Real Property or any portion thereof; there is legal and adequate ingress and egress between each tract Knowledge of Real Property and an adjacent (or, if none, the closest) public roadway; the Real Property is properly zoned in order to allow its current use in the Company's businesses; and there are no claims or demands pending or threatened by any party against the Real Property which, if valid, would create in, or confer on, any party other than the Company, all manufacturing plants, production machinery and production equipment are (A) structurally sound and in good condition and repair (ordinary wear and tear excepted), (B) erected and used in compliance with applicable Laws and without violation of any right, title or interest in or third party rights; and (C) are not subject to the Real Property or any portion thereof. None of the buildings, structures or improvements described on SCHEDULE 2.12, or the operation or maintenance thereof as now operated or maintained, contravenes any zoning ordinance or other administrative regulation or violates any restrictive covenant or any provision of law, the effect of which would materially interfere with or prevent their continued use for the purposes for which they are now being used or would adversely affect the value thereof or the interest of the Company therein. The Stockholder has furnished to LandCARE a true and correct copy of all owner's policies of title insurance and surveys pertaining to the real property owned by the Companydelinquent payments.

Real Property. SCHEDULE 2.12 includes (a) Section 3.19(a) of the Company Disclosure Letter sets forth a true and complete list of all real property owned Owned Real Property and all Leased Real Property. The Company or leased by one of its Subsidiaries has (i) good and valid title in fee simple to all Owned Real Property and (ii) good and valid leasehold title to all Leased Real Property, in each case, free and clear of all Encumbrances except Permitted Encumbrances. No parcel of Owned Real Property or Leased Real Property is subject to any governmental decree or order to be sold and the Company at or any of its Subsidiaries has not received notice that any parcel of Owned Real Property or Leased Real Property is being condemned, expropriated, re-zoned or otherwise taken by any public authority with or without payment of compensation therefore, nor, to the date hereof (the "Real Property")Company’s knowledge, and all has any such condemnation, expropriation or taking been proposed. No Person other real property, if any, used by than the Company and its Subsidiaries has any right to use or occupy the Owned Real Property or Leased Real Property (or any portion thereof) and there is no Person other than the Company and its Subsidiaries in occupancy or possession of the conduct of its businessOwned Real Property or Leased Real Property (or any portion thereof). True, The Company has delivered or made available to Parent true and complete and correct copies of all leases and agreements with respect to of Leased Real Property leased by the Company have been delivered to LandCAREand all amendments and modifications thereto, and an indication as to which such properties, if any, are currently owned, or were formerly owned, by the Stockholder or any affiliates of the Company or the Stockholder is included in SCHEDULE 2.12. All leases relating to Real Property leased by the Company from the Stockholder or any affiliate of the Stockholder has been terminated. Except as set forth on SCHEDULE 2.12, all of such leases included on SCHEDULE 2.12 as amended or modified are in full force and effect effect, and constitute valid and binding agreements of the parties (and their successors) thereto in accordance with their respective terms. There are there exists no leases, tenancy agreements, easements, covenants, restrictions or any other instruments, agreements or arrangements which create in or confer on any party, other than the Company, the right to occupy or possess all or any portion of the Real Property or create in or confer on default under any such party any right, title or interest in or to the Real Property or any portion thereof or any interest therein; no party other than the Company occupies or possesses the Real Property or any portion thereof; there is legal and adequate ingress and egress between each tract of Real Property and an adjacent (or, if none, the closest) public roadway; the Real Property is properly zoned in order to allow its current use in the Company's businesses; and there are no claims or demands pending or threatened lease by any party against the Real Property which, if valid, would create in, or confer on, any party other than the Company, any rightof its Subsidiaries or, title or interest in or to the Real Property Company’s knowledge, any other party thereto, nor any event which, with notice or any portion thereof. None lapse of the buildingstime or both, structures or improvements described on SCHEDULE 2.12, or the operation or maintenance thereof as now operated or maintained, contravenes any zoning ordinance or other administrative regulation or violates any restrictive covenant or any provision of law, the effect of which would materially interfere with or prevent their continued use for the purposes for which they are now being used or would adversely affect the value thereof or the interest of the Company therein. The Stockholder has furnished to LandCARE constitute a true and correct copy of all owner's policies of title insurance and surveys pertaining to the real property owned default thereunder by the Company, any of its Subsidiaries or, to the Company’s knowledge, any other party thereto except for such defaults as are not and would not reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole.

Real Property. SCHEDULE 2.12 includes (a) Neither the Company nor any of its Subsidiaries owns or has ever owned any real property or is party to an agreement to purchase any real property. (b) Section 4.18(b) of the Company Disclosure Schedule contains a complete and accurate list of all real property owned currently leased, subleased, used, or leased occupied by or from the Company at the date hereof or any Subsidiary (the "“Leased Real Property")”) and each of the leases, subleases, licenses, or other agreements related to the Leased Real Property (collectively, the “Leases”) to which the Company or any Subsidiary is a party with respect to such Leased Real Property. The Company has heretofore made available to Parent true, correct and complete copies of all Leases (including all modifications, amendments, supplements, consents, waivers and side letters thereto and all agreements in connection therewith, and all other real propertyguarantees, if anywork letters, used by the Company in the conduct of its business. Trueimprovement agreements, complete and correct copies of all leases and agreements with respect to Real Property leased by the Company have been delivered to LandCAREestoppel certificates, and an indication as to which such properties, if any, are currently owned, or were formerly owned, by the Stockholder or any affiliates of the Company or the Stockholder subordination agreements relating thereto). Each Lease is included in SCHEDULE 2.12. All leases relating to Real Property leased by the Company from the Stockholder or any affiliate of the Stockholder has been terminated. Except as set forth on SCHEDULE 2.12, all of such leases included on SCHEDULE 2.12 are in full force and effect and constitute valid and binding agreements of the parties (and their successors) thereto in accordance with their respective its terms. There , and the Company or Subsidiary that is a party thereto holds a valid leasehold estate in the Leased Real Property described therein, free and clear of all Liens, other than Permitted Encumbrances. (c) The Company and each of its Subsidiaries has performed all of its material obligations under any termination agreements pursuant to which it has terminated any leases of real property that are no longer in effect and has no continuing liability with respect to such terminated real property leases. Neither the Company nor any of its Subsidiaries is in material breach of or default under, tenancy agreementsor has received written notice of any breach of or default under, easementsany Lease, covenantsand, restrictions to the Knowledge of the Company, no event has occurred that with notice or lapse of time or both would constitute a material breach or default thereunder by the Company or any of its Subsidiaries or any other instrumentsparty thereto. Neither the Company nor any of its Subsidiaries owes brokerage commissions or finders fees with respect to any Leased Real Property, agreements nor would the Company or arrangements which create any of its Subsidiaries owe any such fees if any existing Lease were renewed pursuant to any renewal options contained in such Lease. Except as otherwise described in Section 4.18(b) of the Company Disclosure Schedule, the Company and its Subsidiaries currently occupy all of the Leased Real Property for the operation of their business. The Company has not transferred or confer on assigned any partyinterest in any Lease, nor has the Company subleased or otherwise granted rights of use or occupancy of any of the premises described therein to any other than person or entity. (d) Each Leased Real Property is in condition reasonably suitable for the conduct of the business of the Company and its Subsidiaries as presently conducted in all material respects. (e) To the Knowledge of the Company, the right Leased Real Property, and improvements and activities thereon do not violate in any material respect any applicable building code, zoning requirement or other law relating to occupy such property, improvements or possess all or activities, without regard to any portion of the Real Property or create in or confer on any such party any rightso-called non-conforming use exceptions. (f) There is no pending or, title or interest in or to the Real Property Company’s Knowledge, threatened condemnation or similar proceeding affecting any portion thereof or any interest therein; no party other than the Company occupies or possesses the Leased Real Property or any portion thereof; there , and the Company has no Knowledge that any such action is currently contemplated. There are no legal and adequate ingress and egress between each tract of Real Property and an adjacent (actions, suits or other legal or administrative proceedings pending against the Company or, if none, to the closest) public roadway; the Real Property is properly zoned in order to allow its current use in the Company's businesses; and there are no claims or demands pending or threatened by any party against the Real Property which, if valid, would create in, or confer on, any party other than Knowledge of the Company, any right, title or interest in or to the Real Property or any portion thereof. None of the buildings, structures or improvements described on SCHEDULE 2.12, or the operation or maintenance thereof as now operated or maintained, contravenes any zoning ordinance or other administrative regulation or violates any restrictive covenant or any provision of law, the effect of which would materially interfere with or prevent their continued use for the purposes for which they are now being used or would adversely affect the value thereof or the interest of threatened against the Company therein. The Stockholder has furnished affecting or with respect to LandCARE a true and correct copy of all owner's policies of title insurance and surveys pertaining to the real property owned by the Companyany Leased Real Property.

Real Property. SCHEDULE 2.12 includes (a) The Company does not own, directly or indirectly, any Owned Real Estate. (b) Section 4.12(b) of the Company Disclosure Schedule contains a true and complete list of all real property owned or leased by the Company at Leases (including all amendments, extensions, renewals, guaranties, and other agreements with respect thereto) as of the date hereof for each Leased Real Estate (including the "Real Property"date and name of the parties to such Lease), and all other real property, if any, used by the . The Company in the conduct of its business. True, complete and correct copies of all leases and agreements with respect to Real Property leased by the Company have been has delivered to LandCARE, Purchaser a true and an indication as to which complete copy of each such properties, if any, are currently owned, or were formerly owned, by the Stockholder or any affiliates of the Company or the Stockholder is included in SCHEDULE 2.12. All leases relating to Real Property leased by the Company from the Stockholder or any affiliate of the Stockholder has been terminatedLease. Except as set forth on SCHEDULE 2.12, all of such leases included on SCHEDULE 2.12 are in full force and effect and constitute valid and binding agreements Section 4.12(b) of the parties Company Disclosure Schedule, with respect to each of the Leases: (i) the Company’s possession and their successors) thereto in accordance with their respective terms. There are no leasesquiet enjoyment of the Leased Real Estate under such Lease has not been disturbed and, tenancy agreements, easements, covenants, restrictions or any other instruments, agreements or arrangements which create in or confer on any party, other than to the Knowledge of the Company, there are no disputes with respect to such Lease; (ii) the right Company has not received written notice that the Company is subject to occupy any pending claim (x) based upon any provision of any Environmental Laws and arising out of any act or possess all omission of the Company or any of its respective employees, agents or Representatives or (y) arising out of the use, control or operation by the Company of Leased Real Estate from which there was a release of any Hazardous Materials; (iii) the Company has not received written notice of any pending or, to the Knowledge of the Company, threatened condemnation proceeding affecting any Leased Real Estate or any portion thereof or interest therein; and (iv) there are no Encumbrances on the estate created by such Lease other than Permitted Encumbrances. The Company has not assigned, pledged, mortgaged, hypothecated or otherwise transferred any Lease or any interest therein nor has the Company subleased, licensed or otherwise granted any Person a right to use or occupy such Leased Real Estate or any portion thereof. As of the Closing, no brokerage or leasing commissions or other compensation will be due or payable to any Person with respect to or on account of any of the Leased Real Estate. (c) The Leased Real Estate identified in Section 4.12(b) of the Company Disclosure Schedule comprise all of the real property used or intended to be used in, or otherwise related to, the business of the Company or any of its subsidiaries. Except as disclosed on Section 4.12(b) of the Company Disclosure Schedule, all buildings, structures, 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 of the Company, and there are no facts or conditions affecting any of the Improvements that 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 of the Company as currently conducted therefrom. Each parcel of the Real Property has direct access to a public street adjoining the Real Property or create in or confer has access to a public street via insurable easements benefitting such parcel of Real Property, and such access is not dependent on any such party land or other real property interest that is not included in the Real Property. None of the Improvements or any rightportion thereof is dependent on its access, title use or operation on any land, building, improvement or other real property interest that is not included in the Real Property. All water, oil, gas, electrical, steam, compressed air, telecommunications, sewer, storm and waste water systems and other utility services or to systems for the Real Property have been installed and are operational and sufficient for the operation of the business of the Company as currently conducted thereon. The Company’s use or occupancy of the Real Property or any portion thereof or any interest therein; no party other than and the operation of the business of the Company occupies as currently conducted thereon is not dependent on a “permitted non-confirming use” or possesses “permitted non-conforming structure” or similar variance, exemption or approval from any Governmental Authority. None of the Real Property or any portion thereof; there thereof is legal and adequate ingress and egress between each tract of Real Property and an adjacent located in a flood hazard area (or, if none, the closest) public roadway; the Real Property is properly zoned in order to allow its current use in the Company's businesses; and there are no claims or demands pending or threatened by any party against the Real Property which, if valid, would create in, or confer on, any party other than the Company, any right, title or interest in or to the Real Property or any portion thereof. None of the buildings, structures or improvements described on SCHEDULE 2.12, or the operation or maintenance thereof as now operated or maintained, contravenes any zoning ordinance or other administrative regulation or violates any restrictive covenant or any provision of law, the effect of which would materially interfere with or prevent their continued use for the purposes for which they are now being used or would adversely affect the value thereof or the interest of the Company therein. The Stockholder has furnished to LandCARE a true and correct copy of all owner's policies of title insurance and surveys pertaining to the real property owned defined by the CompanyFederal Emergency Management Agency).

Real Property. SCHEDULE 2.12 includes (i) Each of the Company and its subsidiaries has good and marketable fee simple title (or in the case of ground leases, a list valid leasehold interest) to all real property owned or ground leased (as applicable) by them and the improvements (exclusive of improvements owned by tenants or by landlords, if applicable) located thereon, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (A) are described in the Registration Statement, the General Disclosure Package and the Prospectus or (B) will not, singly or in the aggregate, materially affect the value of such property and do not interfere in any material respect with the use made and proposed to be made of such property by the Company or any of its subsidiaries; (ii) all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries hold Properties described in the Registration Statement, the General Disclosure Package and the Prospectus, are in full force and effect, and neither the Company nor any subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease; (iii) except as otherwise set forth in or described in the Registration Statement, the General Disclosure Package and the Prospectus, the mortgages and deeds of trust encumbering the Properties are not convertible into debt or equity securities of the entity owning such Property or of the Company or any of its subsidiaries, and such mortgages and deeds of trust, are not cross-defaulted or cross-collateralized to any property not owned, or owned, directly or indirectly, in whole or in part, by the Company or its subsidiaries; (iv) to the knowledge of the Company and its subsidiaries, none of the tenants under any lease of space at any of the Properties that, singly or in the aggregate, is material to the Company and its subsidiaries considered as one enterprise is the subject of bankruptcy, reorganization or similar proceedings; (v) none of the Company or any of its subsidiaries has received from any Governmental Entities any written notice of any condemnation of or zoning change affecting the Properties or any part thereof, and none of the Company or any of its subsidiaries knows of any such condemnation or zoning change which is threatened and, in each case, which if consummated would reasonably be expected to materially affect the value of such Property or interfere in any material respect with the use made or proposed to be made of such Property by the Company or any of its subsidiaries; (vi) each of the Properties complies with all applicable codes, ordinances, laws and regulations (including without limitation, building and zoning codes, laws and regulations and laws relating to access to the Properties), except for failures to the extent disclosed in the Registration Statement, the General Disclosure Package and the Prospectus and except for such failures to comply that would not individually or in the aggregate reasonably be expected to materially affect the value of such Property or interfere in any material respect with the use made or proposed to be made of such Property by the Company or any of its subsidiaries; (vii) neither the Company nor any subsidiary has received written notice of a proposed material special assessment or any proposed change in any property tax, zoning or land use law or availability of water affecting any Property that would materially affect the value of such Property or interfere in any material respect with the use made or proposed to be made of such Property by the Company or any of its subsidiaries; (viii) there are no subleases with respect to any Property or portion thereof; (ix) the Company or one or more of its subsidiaries has obtained, on or prior to the date hereof, one or more title insurance policies on, whether directly or through assignment or endorsements, or a so-called “fairway-endorsement” on existing title policies covering, the fee interests (or leasehold interests as the case may be) from a nationally recognized title insurance company, or, if such title insurance policy has not yet been issued, a binding commitment by such title insurance company to issue such a policy, in any event covering each Property, with coverage in an amount at least equal to 80% to the cost of acquisition of such Property (including the principal amount of any indebtedness assumed in connection with such acquisition) by the Company or its subsidiary in which title to such property is vested, including the principal amount of any indebtedness assumed with respect to the Property, and such title insurance policies, fairway endorsements or binding commitments, as the case may be, are in full force and effect; (x) except as would not individually or in the aggregate materially affect the value of such property or interfere in any material respect with the use made and proposed to be made of such property by the Company or any of its subsidiaries, (a) there are no encroachments upon any Property by improvements on an adjacent property, and (b) none of the improvements on any Property encroach on any adjacent property, streets or alleys; (xi) except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus, neither the Company nor any of its subsidiaries is party to any material Lease (as defined below) that is required to be disclosed in the Registration Statement or the Prospectus; (xii) except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus, neither the Company nor any of its subsidiaries holds any Property under a ground lease, and true and complete copies of each ground lease described in the Registration Statement, the General Disclosure Package and the Prospectus have been provided to the Underwriters or their counsel; (xiii) all real property owned or leased by the Company or a Subsidiary is free of material structural defects and all building systems contained therein are in good working order in all material respects, subject to ordinary wear and tear or, in each instance, the Company has created an adequate reserve to effect reasonably required repairs, maintenance and capital expenditures; to the knowledge of the Company and the Operating Partnership, water, storm water, sanitary sewer, electricity and telephone service are all available at the date hereof (property lines of such property over duly dedicated streets or perpetual easements of record benefiting such property; except as described in the "Real Property")General Disclosure Package and the Prospectus, to the knowledge of the Company and all the Operating Partnership, there is no pending or threatened special assessment, tax reduction proceeding or other action that, individually or in the aggregate, could reasonably be expected to increase or decrease the real property taxes or assessments of any of such property, if anythat, used by individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect; and (xv) to the knowledge of the Company and the Operating Partnership, except as set forth in or described in the conduct of its business. TrueRegistration Statement, complete the General Disclosure Package and correct copies of all leases and agreements the Prospectus or reflected in the pro forma financial statements, and, with respect to Real Property leased by (A) through (G) below, except as would not, individually or in the Company aggregate, reasonably be expected have a Material Adverse Effect: (A) no rentals or other amounts due under any lease have been delivered to LandCAREpaid more than one (1) month in advance; (B) no tenant has asserted in writing any defense or set-off against the payment of rent in connection with any lease nor has any tenant contested any tax, and an indication as to which such properties, if any, are currently ownedoperating cost or other escalation payment or occupancy charge, or were formerly ownedany other amounts payable under its leases; (C) all tenants, by licensees, franchisees or other parties under any lease, exhibit, schedule, amendment or other document related to the Stockholder lease of space at the Properties (the “Leases”) are in possession of their respective premises; (D) none of the Leases has been assigned, mortgaged, pledged, sublet, hypothecated or any affiliates otherwise encumbered, except in connection with secured debt described in the Registration Statement, the General Disclosure Package and the Prospectus; (E) none of the Company or the Stockholder is included in SCHEDULE 2.12. All leases relating to Real Property leased by the Company from the Stockholder or any affiliate of its subsidiaries has waived any material provision under any of the Stockholder has been terminated. Except as set forth on SCHEDULE 2.12, all of such leases included on SCHEDULE 2.12 are in full force and effect and constitute valid and binding agreements of the parties Leases; (and their successorsF) thereto in accordance with their respective terms. There are no leases, tenancy agreements, easements, covenants, restrictions or any other instruments, agreements or arrangements which create in or confer on any party, other than the Company, the right to occupy or possess all or any portion of the Real Property or create in or confer on any such party any right, title or interest in or to the Real Property or any portion thereof or any interest therein; no party other than the Company occupies or possesses the Real Property or any portion thereof; there is legal and adequate ingress and egress between each tract of Real Property and an adjacent (or, if none, the closest) public roadway; the Real Property is properly zoned in order to allow its current use in the Company's businesses; and there are no claims uncured events of default, or demands pending events that with the giving of notice or threatened passage of time, or both, would constitute an event of default, by any party against the Real Property which, if valid, would create in, or confer on, tenant under any party other than the Company, any right, title or interest in or to the Real Property or any portion thereof. None of the buildings, structures or improvements described on SCHEDULE 2.12, or terms and provisions of the operation or maintenance thereof as now operated or maintained, contravenes Leases; and (G) no tenant under any zoning ordinance of the Leases and no third party has a right of first refusal or other administrative regulation or violates any restrictive covenant or any provision of law, right to purchase the effect of which would materially interfere with or prevent their continued use for the purposes for which they are now being used or would adversely affect the value thereof or the interest of the Company therein. The Stockholder has furnished to LandCARE a true and correct copy of all owner's policies of title insurance and surveys pertaining to the real property owned by the Companypremises demised under such Lease.

Real Property. SCHEDULE 2.12 includes (a) Neither the Company nor any Company Subsidiary owns any real property or interests therein, nor has the Company or any Company Subsidiary ever owned any real property or interests therein. Neither the Company nor any Company Subsidiary is a list party to an option, or any other agreement, to purchase any real property or interests therein. (b) Each lease, sublease, license or any other instrument (each, a “Lease”) under which the Company or any Company Subsidiary leases, subleases or licenses any real property (each, “Leased Real Property”), or under which it has assigned such a lease, sublease or license, is valid and binding on the Company and each other party thereto and is in full force and effect. No event has occurred or circumstance exists that, with notice or lapse of time or both, would permit the termination, modification or acceleration of rent under such Lease. The Company and any Company Subsidiary has a good and valid leasehold interest in each Leased Real Property free and clear of all real property owned Liens except Permitted Liens. To the knowledge of the Company, the Leased Real Property and its continued use, occupancy and operation as currently used, occupied and operated, does not constitute a nonconforming use under any applicable building, zoning, subdivision or leased by similar Law applicable to the Leased Real Property, or under the applicable Lease or any restrictive covenant affecting the Leased Real Property. Neither the Company at the date hereof (the "Real Property"), and all other real property, if any, used by the nor any Company in the conduct Subsidiary has received any notice of its business. True, complete and correct copies of all leases and agreements any pending or threatened condemnation Proceeding with respect to any Leased Real Property, and no portion of the Leased Real Property leased has been damaged or destroyed by fire or other casualty, which damage remains unrepaired. No Person leases, subleases, licenses or otherwise has the Company have been delivered right to LandCAREuse or occupy any of the Leased Real Property other than, and an indication as to which such propertiesapplicable, if any, are currently owned, or were formerly owned, by the Stockholder or any affiliates of the Company or relevant Company Subsidiary and no Person, other than the Stockholder Company or a Company Subsidiary, is included in SCHEDULE 2.12. All leases relating possession of any Leased Real Property. (c) The Company has made available to Real Property leased Parent an accurate and complete copy of the Lease, dated as of May 20, 2021, between 3020-3030 ▇▇▇▇▇▇ Road Owner, L.L.C. (as-successor-in-interest to HCP ▇▇▇▇▇▇ Road, LLC) and Turning Point Therapeutics, Inc., as amended by the Company from First Amendment to Lease, dated as of August 31, 2021, the Stockholder or any affiliate other First Amendment to Lease, dated as of September 16, 2022, the Stockholder has been terminated. Except Second Amendment to Lease, dated as set forth on SCHEDULE 2.12of August 2, 2023, and the Fourth Amendment to Lease, dated as of April 29, 2024, with respect to the premises located at ▇▇▇▇/▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, San Diego, CA 92121 (collectively, the “▇▇▇▇▇▇ Road Master Lease” and such premises, the “▇▇▇▇▇▇ Road Facility”), together with all of such leases included on SCHEDULE 2.12 are amendments thereto and waivers thereunder. (d) The ▇▇▇▇▇▇ Road Master Lease is legal, valid, binding and in full force and effect and constitute valid and binding agreements of the parties (and their successors) thereto enforceable in accordance with their respective termsits terms by any party thereto. There are To the knowledge of the Company, no leasesparty to the ▇▇▇▇▇▇ Road Master Lease is in material breach or default thereunder, tenancy agreementsnor does any condition exist that, easementswith notice or lapse of time or both, covenantswould constitute a breach or default thereunder of such other party. To the knowledge of the Company, restrictions no party to the ▇▇▇▇▇▇ Road Master Lease has received or given any other instrumentsnotice of termination or cancellation under the ▇▇▇▇▇▇ Road Master Lease or received or given any notice of breach or default in any material respect under ▇▇▇▇▇▇ Road Master Lease, agreements which breach or arrangements which create in or confer on any party, other than default has not been cured. To the knowledge of the Company, the right to occupy or possess all or any portion of ▇▇▇▇▇▇ Road Master Lease is the Real Property or create in or confer on any such party any right, title or interest in or only agreement between the parties thereto related to the Real Property or any portion thereof or any interest therein; no party other than the ▇▇▇▇▇▇ Road Facility. (e) The Company occupies or possesses the Real Property or any portion thereof; there is legal has made available to Parent accurate and adequate ingress complete copies of all material and egress between each tract of Real Property current plans, designs and an adjacent (or, if none, the closest) public roadway; the Real Property is properly zoned in order to allow its current use in the Company's businesses; and there are no claims or demands pending or threatened by any party against the Real Property which, if valid, would create in, or confer on, any party other than the Company, any right, title or interest in or to the Real Property or any portion thereof. None of the buildings, structures or improvements described on SCHEDULE 2.12, or the operation or maintenance thereof as now operated or maintained, contravenes any zoning ordinance or other administrative regulation or violates any restrictive covenant or any provision of law, the effect of which would materially interfere with or prevent their continued use budgets for the purposes for which they are now construction being used undertaken by or would adversely affect the value thereof or the interest on behalf of the Company therein. The Stockholder has furnished to LandCARE a true at the ▇▇▇▇▇▇ Road Facility, which materials include the current expected completion date and correct copy amount of all owner's policies of title insurance and surveys pertaining to the real property owned by the Company’s tenant improvement allowance for the ▇▇▇▇▇▇ Road Facility that has been spent.

Real Property. SCHEDULE 2.12 includes a list (a) The Company does not own any real property. (b) The leases and other agreements and documents listed on Section 4.9(b) of all the Company Disclosure Letter (collectively, the “Real Property Leases”) are the only real property owned or leased by the Company at or which the date hereof Company has an option to lease (collectively, the "“Leased Real Property"”). (c) The Company has a good and valid leasehold interest in the Leased Real Property, free and clear of any and all monetary Liens, and, except as do not have and would not be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on the Company, free and clear of any and all other real propertyLiens, if any, used by the Company in the conduct of its business. True, complete except for Permitted Liens. (d) True and correct copies of all leases and agreements with respect to the Real Property leased by the Company Leases have been delivered or made available for review to LandCARE, and an indication as to which such properties, if any, are currently owned, or were formerly owned, by the Stockholder or any affiliates of the Company or the Stockholder is included in SCHEDULE 2.12. All leases relating to Real Property leased by the Company from the Stockholder or any affiliate of the Stockholder has been terminatedPurchaser. Except as set forth on SCHEDULE 2.12Section 4.9(b) of the Company Disclosure Letter, all of such leases included on SCHEDULE 2.12 the Real Property Leases are unmodified and in full force and effect effect, and constitute valid there are no other material agreements, written or oral, affecting the use and binding agreements occupancy of the parties (and their successors) thereto in accordance with their respective termsLeased Real Property. There are no leasesNeither the Company nor, tenancy agreements, easements, covenants, restrictions or any other instruments, agreements or arrangements which create in or confer on any party, other than to the Knowledge of the Company, any landlord or other party, is in material default under any Real Property Leases beyond any applicable notice and cure period, and, to the right Knowledge of the Company, no defaults by the Company or any landlord or other party have been alleged in writing thereunder. The Company has not given or received any written notice of default under any of the Real Property Leases. (e) The Company has not received written notice of, and to occupy or possess the Knowledge of the Company there is not, any Litigation pending (or, to the Knowledge of the Company, threatened) (a) to take all or any portion of the Leased Real Property or create in or confer on any such party any rightProperty, title or interest in or to the Real Property or any portion thereof or any interest therein; , by eminent domain, or (b) to modify the zoning of, or other governmental rules or restrictions applicable to, the Leased Real Property, or the current use thereof, which, in each case with respect to the items referenced in clauses (a) and (b) above, would have or would be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on the Company. (f) To the Knowledge of the Company, there are no party other than material Contracts with any Governmental Authority affecting the Company occupies use, ownership or possesses occupancy of Company’s interest in the Leased Real Property. (g) Except as set forth in the Real Property or any portion thereof; there is legal and adequate ingress and egress between each tract of Real Property and an adjacent (or, if noneLeases, the closest) public roadway; the Real Property is properly zoned in order Company has not made or entered into any Contracts to allow its current use in the Company's businesses; and there are no claims sell, mortgage, pledge or demands pending hypothecate, lease, sublease, convey, alienate, transfer or threatened by otherwise dispose of or grant any party against the Real Property which, if valid, would create in, or confer on, any party Liens (other than Permitted Liens) on the CompanyLeased Real Property, any right, title or interest in or to the Real Property or any portion thereof. None Except as set forth in the Real Property Leases, to the Knowledge of the buildingsCompany, structures the Leased Real Property is not subject to any outstanding purchase options, and no Person has any right or improvements described on SCHEDULE 2.12option to acquire or lease, or right of first refusal with respect to, the operation or maintenance thereof as now operated or maintained, contravenes any zoning ordinance or other administrative regulation or violates any restrictive covenant Company’s interest in the Leased Real Property or any provision of law, the effect of which would materially interfere with or prevent their continued use for the purposes for which they are now being used or would adversely affect the value thereof or the interest of the Company therein. The Stockholder has furnished to LandCARE a true and correct copy of all owner's policies of title insurance and surveys pertaining to the real property owned by the Companypart thereof.

Real Property. SCHEDULE 2.12 includes a list of (a) Schedule 3.14(a) sets forth and briefly describes all real property owned owned, leased, subleased, licensed to or leased otherwise used or occupied by the such Company at the date hereof or any of its Company Subsidiaries (the "“Company Real Property"”), and all other real property, if any, used by the Company in the conduct of its business. True, complete and correct copies of all leases and agreements including with respect to each parcel of Company Real Property leased by (i) the Company have been delivered to LandCAREstreet address or legal description, (ii) the name of the landlord, sublandlord, licensor or grantor, as applicable, and an indication (iii) all leases, subleases, licenses, occupancy agreements and other similar agreements (collectively hereinafter referred to as the “Company Leases”). Such Company or Company Subsidiary, as applicable, has good and marketable fee simple title to which such propertiesall owned Company Real Property and a good and valid leasehold interest in all leased Company Real Property. (b) All Company Real Property (including leasehold interests) is free and clear of Encumbrances, except for Permitted Encumbrances and those Encumbrances set forth on Schedule 3.14(b). (c) Such Company has made available to Verano correct and complete copies, or, if anyoral, are currently owneda reasonably complete and accurate written description, or were formerly owned, by the Stockholder or any affiliates of the Company or the Stockholder Leases. Each Company Lease is included in SCHEDULE 2.12. All leases relating to Real Property leased by the Company from the Stockholder or any affiliate of the Stockholder has been terminated. Except as set forth on SCHEDULE 2.12legal, all of such leases included on SCHEDULE 2.12 are valid, binding, enforceable and in full force and effect with respect to such Company or Company Subsidiary, as applicable, and, to such Company’s Knowledge, with respect to each other parties thereto. To such Company’s Knowledge, such Company and constitute valid each of its Company Subsidiaries is not in default under any Company Lease, and binding agreements of the parties (and their successors) thereto in accordance with their respective terms. There there are no leasesfacts or circumstances currently existing which, tenancy agreementsif known by any the other party or parties to a Company Lease, easementswith or without the giving of notice, covenantspassage of time or both, restrictions would constitute a default by such Company or Company Subsidiary under any Company Lease. To such Company’s Knowledge, no other party to any Company Lease is in default under any such Company Lease, and there are no facts or circumstances currently existing which, if known by such Company or any of its Company Subsidiaries, with or without the giving of notice, passage of time or both, would constitute a default by such other instrumentsparty under such Company Lease. (d) With respect to each parcel of Company Real Property, agreements to such Company’s Knowledge, (i) such Company or arrangements which create one of its Company Subsidiaries is now in possession of such Company Real Property, (ii) such Company or confer Company Subsidiary has not received written notice that any condemnation or eminent domain action against such Company Real Property is pending or threatened, (iii) there are no subleases, licenses, or other third party use or occupancy rights with respect to such Company Real Property, except as set forth in Schedule 3.14(d) or where such rights are a recorded encumbrance on title, and (iv) there are no outstanding amounts payable by such Company or Company Subsidiary with respect to any partyCompany Lease, other than the rental payments that are not past-due and expressly set forth in the applicable Lease (subject to ordinary course rental adjustments that may have taken place from time to time, as contemplated in the applicable Company Lease). (e) Except as set forth in Schedule 3.14(e), to such Company’s Knowledge, the right to occupy or possess all or any portion of the building, structures and improvements located on the Company Real Property or create in or confer on any such party any rightare, title or interest in or to the Real Property or any portion thereof or any interest therein; no party other than the Company occupies or possesses the Real Property or any portion thereof; there is legal and adequate ingress and egress between each tract of Real Property and an adjacent (ortaken as a whole, if none, the closest) public roadway; the Real Property is properly zoned in order to allow its current use in the Company's businesses; and there are no claims or demands pending or threatened by any party against the Real Property which, if valid, would create in, or confer on, any party other than the Company, any right, title or interest in or to the Real Property or any portion thereof. None of the buildings, structures or improvements described on SCHEDULE 2.12, or the operation or maintenance thereof as now operated or maintained, contravenes any zoning ordinance or other administrative regulation or violates any restrictive covenant or any provision of law, the effect of which would materially interfere with or prevent their continued use suitable for the purposes for which they are now being currently used or would adversely affect with respect to the value thereof or the interest of the Company thereinAME Business and in good operating condition and repair, reasonable wear and tear excepted. The Stockholder has furnished to LandCARE a true and correct copy Company Real Property constitutes all real property currently used by such Company or any of all owner's policies of title insurance and surveys pertaining its Company Subsidiaries with respect to the AME Business. (f) Except as set forth in Schedule 3.14(f), such Company and each of its Company Subsidiaries does not own or have any option to acquire any real property owned by the Companyproperty.

Real Property. SCHEDULE 2.12 includes (a) Schedule 3.13(a) of the Disclosure Schedule contains a list of all real property of the Owned Real Property. The Company, ▇▇▇▇▇ or any other Subsidiary, as the case may be, has valid fee interests in all of its Owned Real Property and good and marketable title thereto, and such Owned Real Property is owned or leased by the Company at Company, ▇▇▇▇▇ or such Subsidiary free and clear of all Encumbrances except (i) as set forth on Schedule 3.13(a) of the date hereof Disclosure Schedule and (ii) Encumbrances for current taxes not yet due and payable or being contested in good faith by appropriate proceedings. (b) Schedule 3.13(b) of the "Disclosure Schedule contains a list of all of the Leased Real Property"), Property and all other real property, if any, used by the Company in the conduct of its business. True, complete and correct copies a list of all leases and subleases pertaining to such Leased Property including all agreements with respect to Real Property leased by in which the Company have been delivered to LandCARECompany, and an indication as to which such properties, if any, are currently owned, or were formerly owned, by the Stockholder ▇▇▇▇▇ or any affiliates of the Company other Subsidiary has an option to purchase or the Stockholder is included in SCHEDULE 2.12. All leases relating to Real Property leased by the Company from the Stockholder or Lease any affiliate of the Stockholder has been terminatedreal property. Except as set forth on SCHEDULE 2.12, all of described in such leases included on SCHEDULE 2.12 are in full force and effect and constitute valid and binding agreements Section of the parties Disclosure Schedule, (and their successorsi) thereto in accordance with their respective terms. There are there is no leasesmaterial violation of any law, tenancy agreementsrule or regulation by the Company, easements, covenants, restrictions ▇▇▇▇▇ or any other instrumentsSubsidiary, agreements as the case may be, or arrangements which create in or confer on any party, other than known to the Company, the right to occupy or possess all ▇▇▇▇▇ or any portion other Subsidiary, as the case may be, relating to any of the Leased Real Property or create in or confer on any such party any rightProperty, title or interest in or to (ii) the Real Property Company, ▇▇▇▇▇ or any portion thereof or any interest therein; no party other than Subsidiary, as the Company occupies or possesses case may be, is in peaceful and undisturbed possession of the Leased Real Property or any portion thereof; there is legal and adequate ingress and egress between each tract of Real Property and an adjacent (orProperty, if noneand, so long as the closest) public roadway; the Real Property is properly zoned lease remains in order to allow its current use in the Company's businesses; and effect, there are no claims contractual or demands pending legal restrictions that preclude or threatened by any party against restrict the Real Property which, if valid, would create in, or confer on, any party other than ability to use the Company, any right, title or interest in or to the Real Property or any portion thereof. None of the buildings, structures or improvements described on SCHEDULE 2.12, or the operation or maintenance thereof as now operated or maintained, contravenes any zoning ordinance or other administrative regulation or violates any restrictive covenant or any provision of law, the effect of which would materially interfere with or prevent their continued use premises for the purposes for which they are now currently being used and (iii) the Company, ▇▇▇▇▇ or would adversely affect any other Subsidiary, as the value thereof case may be, has not leased or subleased any parcel or any portion of any parcel of Leased Real Property to any other Person, nor has the Company, ▇▇▇▇▇ or any other Subsidiary assigned its interest under any lease or sublease listed in Schedule 3.13(b) of the Disclosure Schedule to any third party. (c) The Company has, or has caused to be, delivered to the Purchaser true and complete copies of all leases and subleases listed in Schedule 3.13(b) of the Disclosure Schedule. Each of such leases and subleases is in full force and effect and constitutes a legal, valid and binding obligation of the respective parties thereto, and, except as set forth on Schedule 3.13(c) of the Disclosure Schedule, the Company, ▇▇▇▇▇ or any other Subsidiary, as the case may be, is not in material default or breach of (with or without the giving of notice or the interest passage of time) any such leases or subleases. To the knowledge of the Company therein. The Stockholder has furnished to LandCARE a true and correct copy Company, no third party is in material breach of all owner's policies any of title insurance and surveys pertaining to the real property owned by the Companysuch leases or subleases.

Real Property. SCHEDULE 2.12 includes a list of all (i) There is no real property owned or leased in fee by the Company at and its subsidiaries. (ii) Section 3.01(q) of the date hereof Company Disclosure Schedule sets forth all leases, subleases and other agreements (the "Real PropertyProperty Leases")) under which the Company or any of its subsidiaries uses or occupies or has the right to use or occupy, and all other now or in the future, any real property. The Company has heretofore made available to Parent true, if any, used by the Company in the conduct of its business. True, correct and complete and correct copies of all leases and agreements with respect to the Real Property leased by Leases (and all modifications, amendments and supplements thereto and all side letters to which the Company have been delivered to LandCARE, and an indication as to which such properties, if any, are currently owned, or were formerly owned, by the Stockholder or any affiliates of its subsidiaries is a party affecting the obligations of any party thereunder). Each Real Property Lease constitutes the valid and legally binding obligation of the Company or the Stockholder its subsidiaries, enforceable in accordance with its terms, and is included in SCHEDULE 2.12. All leases relating to Real Property leased by the Company from the Stockholder or any affiliate of the Stockholder has been terminated. Except as set forth on SCHEDULE 2.12, all of such leases included on SCHEDULE 2.12 are in full force and effect effect. All rent and constitute valid other sums and binding agreements charges payable by the Company and its subsidiaries as tenants under each Real Property Lease are current and no termination event or condition or uncured default of a material nature on the part of the parties (and their successors) thereto in accordance with their respective terms. There are no leases, tenancy agreements, easements, covenants, restrictions Company or any other instruments, agreements or arrangements which create in or confer on any party, other than the Company, the right to occupy or possess all or any portion of the Real Property or create in or confer on any such party any right, title or interest in or to the Real Property or any portion thereof or any interest therein; no party other than the Company occupies or possesses the Real Property or any portion thereof; there is legal and adequate ingress and egress between each tract of Real Property and an adjacent (subsidiary or, if none, the closest) public roadway; the Real Property is properly zoned in order to allow its current use in the Company's businesses; and there are no claims or demands pending or threatened by knowledge, the landlord, exists under any party against the Real Property which, if valid, would create in, or confer on, any party other than Lease. Each of the Company, any right, title or Company and its subsidiaries has a good and valid leasehold interest in or to the Real Property or any portion thereof. None each parcel of the buildingsreal property leased by it free and clear of all Liens, structures or improvements described on SCHEDULE 2.12except (A) Taxes and general and special assessments not in default and payable without penalty and interest, or the operation or maintenance thereof as now operated or maintained, contravenes any zoning ordinance or and (B) other administrative regulation or violates any restrictive covenant or any provision of law, the effect of Liens which would do not materially interfere with the Company's or prevent their continued any of its subsidiaries' use for the purposes for which they are now being used and enjoyment of such real property or would adversely affect materially detract from or diminish the value thereof or the interest of thereof. (iii) No party to any such Real Property Leases has given notice to the Company therein. The Stockholder has furnished or any of its subsidiaries of or made a written claim against the Company or any of its subsidiaries with respect to LandCARE a true and correct copy of all owner's policies of title insurance and surveys pertaining to the real property owned by the Companyany material breach or material default thereunder.

Real Property. SCHEDULE 2.12 includes (a) Each of the Company and its subsidiaries has good and marketable title in fee simple to all real properties owned by it and all buildings, structures and other improvements located thereon and valid leaseholds in all real estate leased by it, other than Company Permitted Liens. Section 3.19(a) of the Company Disclosure Schedule sets forth a complete list of all (i) real property owned or leased by the Company at or its subsidiaries as of the date hereof and (the "Real Property")ii) real property leased, and all other real propertysubleased, if any, or otherwise occupied or used by the Company in the conduct or any of its businesssubsidiaries as lessee. True, complete and correct copies of all leases and agreements with With respect to Real Property leased each parcel of real property leased, subleased, or otherwise occupied or used by the Company have been delivered to LandCARE, and an indication as to which such properties, if any, are currently owned, or were formerly owned, by the Stockholder or any affiliates of its subsidiaries as lessee: (i) the Company or the Stockholder is included in SCHEDULE 2.12. All leases relating applicable subsidiary has a valid leasehold interest or other right of use and occupancy, free and clear of any Liens on such leasehold interest or other rights of use and occupancy, or any covenants, easements or title defects known to Real Property leased or created by the Company from or the Stockholder applicable subsidiary, except as do not materially affect the occupancy or any affiliate uses of such property. Each of the Stockholder has been terminated. Except Company's and its subsidiaries' agreement with respect to real property leased, subleased, or otherwise occupied or used by the Company as set forth on SCHEDULE 2.12, all of such leases included on SCHEDULE 2.12 are lessee is in full force and effect and constitute valid and binding agreements has not been amended. Neither the Company or the applicable subsidiary nor, to the knowledge of the parties Company or the applicable subsidiary, any other party thereto, is in material default or material breach under any such agreement. No event has occurred which, with the passage of time or the giving of notice or both, would cause a breach of or default by the Company or the applicable subsidiary under any of such agreement and, to the knowledge of the Company or the applicable subsidiary, there is no breach or anticipated breach by any other party to such agreements. (b) As used in this Agreement, Company Permitted Liens shall mean: (i) Any Lien reflected in Section 3.19(b)(i) of the Company Disclosure Schedule, (ii) Liens for Taxes not yet due or delinquent or as to which there is a good faith dispute and their successors) thereto for which there are adequate provisions on the books and records of the Company in accordance with their respective terms. There are no leasesGAAP, tenancy agreements(iii) with respect to real property, easementsany Lien, covenantsencumbrance or other title defect which is not in a liquidated amount (whether material or immaterial) and which does not, restrictions individually or any other instrumentsin the aggregate, agreements interfere materially with the current use or arrangements which create in materially detract from the value or confer on any party, other than the Company, the right to occupy or possess all or any portion marketability of the Real Property or create in or confer on any such party any right, title or interest in or to the Real Property or any portion thereof or any interest therein; no party other than the Company occupies or possesses the Real Property or any portion thereof; there is legal and adequate ingress and egress between each tract of Real Property and an adjacent property (or, if none, the closest) public roadway; the Real Property is properly zoned in order to allow assuming its current continued use in the Companymanner in which it is currently used) and (iv) inchoate materialmen's, mechanics', carriers', workmen's businesses; and there are no claims or demands pending or threatened by any party against repairmen's liens arising in the Real Property which, if valid, would create in, or confer on, any party other than the Company, any right, title or interest in or to the Real Property or any portion thereof. None of the buildings, structures or improvements described on SCHEDULE 2.12, ordinary course and not past due and payable or the operation or maintenance thereof as now operated or maintained, contravenes any zoning ordinance or other administrative regulation or violates any restrictive covenant or any provision of law, the effect payment of which would materially interfere with or prevent their continued use for the purposes for which they are now is being used or would adversely affect the value thereof or the interest of the Company therein. The Stockholder has furnished to LandCARE a true and correct copy of all owner's policies of title insurance and surveys pertaining to the real property owned contested in good faith by the Companyappropriate proceedings.

Real Property. SCHEDULE 2.12 includes Leases. The Company and its Subsidiaries do not own any real property. Section 2.11 of the Company Disclosure Schedule sets forth a list of all real property owned or leased by the Company at the date hereof (the "Real Property"), Leases. The Leases grant leasehold estates free and all other real property, if any, used by the Company in the conduct of its business. True, complete and correct copies clear of all leases and agreements with respect Encumbrances other than Permitted Encumbrances. The Leases are, to Real Property leased by the Company have been delivered to LandCARE, and an indication as to which such properties, if any, are currently owned, or were formerly owned, by the Stockholder or any affiliates Knowledge of the Company or the Stockholder is included in SCHEDULE 2.12. All leases relating to Real Property leased by the Company from the Stockholder or any affiliate of the Stockholder has been terminated. Except as set forth on SCHEDULE 2.12Company, all of such leases included on SCHEDULE 2.12 are in full force and effect and constitute valid and binding agreements enforceable against each of the other parties (and their successors) thereto in all Material respects in accordance with their respective terms, subject to the Enforceability Limitations. The Company and its Subsidiaries are not in Material breach of or default under any Lease, nor has there occurred any event that with the passage of time or the giving of notice or both would constitute a Material breach or default by the Company or its Subsidiaries under any Lease. The Company has not received any notice that the Company or any of its Subsidiaries is in Material breach of or default under any Lease. To the Knowledge of the Company, no other party to any Lease is in Material breach of or default under any Lease, nor, to the Knowledge of the Company, has there occurred any event that with the passage of time or the giving of notice or both would constitute such a breach or default. To the Knowledge of the Company, the operations of the Company and its Subsidiaries on the real property underlying the Leases or such real property underlying the Leases, including the improvements thereon, in any case, do not violate in any Material manner any applicable building code, zoning requirement, or classification or statute relating to the particular property or such operations, and such non-violation is not dependent, in any instance, on so-called non-conforming use exceptions. There are no leasesother parties occupying, tenancy agreements, easements, covenants, restrictions or any other instruments, agreements or arrangements which create in or confer on any party, other than the Company, the with a right to occupy granted by the Company or possess all its Subsidiaries, the real property underlying the Leases. The Closing will not affect the enforceability against any person of any Lease or any portion the rights of Purchaser or the Surviving Corporation to the use and possession of the Real Property or create in or confer on any such party any right, title or interest in or to real property underlying the Real Property or any portion thereof or any interest therein; no party other than Lease for the conduct of business as currently conducted by the Company occupies or possesses the Real Property or any portion thereof; there is legal and adequate ingress and egress between each tract of Real Property and an adjacent (or, if none, the closest) public roadway; the Real Property is properly zoned in order to allow its current use in the Company's businesses; and there are no claims or demands pending or threatened by any party against the Real Property which, if valid, would create in, or confer on, any party other than the Company, any right, title or interest in or to the Real Property or any portion thereof. None of the buildings, structures or improvements described on SCHEDULE 2.12, or the operation or maintenance thereof as now operated or maintained, contravenes any zoning ordinance or other administrative regulation or violates any restrictive covenant or any provision of law, the effect of which would materially interfere with or prevent their continued use for the purposes for which they are now being used or would adversely affect the value thereof or the interest of the Company thereinSubsidiaries. The Stockholder Company has furnished to LandCARE provided Purchaser with a true true, correct and correct complete copy of all owner's policies of title insurance and surveys pertaining to the real property owned by the CompanyLeases, together with all amendments thereto or modifications thereof.

Real Property. SCHEDULE 2.12 includes (i) Except as would not be reasonably likely to have, individually or in the aggregate, a list Company Material Adverse Effect, (A) either the Company or a Subsidiary of all the Company has good, defensible, marketable and insurable fee simple title to each real property owned or leased by the Company at or any Subsidiary, or (such property collectively, the date hereof (the "“Company Owned Real Property"”), and all other real property, if any, used by (B) either the Company or a Subsidiary of the Company has a good and valid leasehold interest in the conduct each lease, sublease and other agreement and in each parcel of its business. TrueCompany Leased Real Property, complete and correct copies of all leases and agreements under or with respect to Real Property leased by the Company have been delivered to LandCARE, and an indication as to which such properties, if any, are currently owned, or were formerly owned, by the Stockholder or any affiliates of the Company or any of its Subsidiaries uses or occupies or has the Stockholder is included in SCHEDULE 2.12. All leases relating right to use or occupy any real property (the “Company Leased Real Property” and such leases, subleases and other agreements are, collectively, the “Company Real Property leased by Leases”), in each case, free and clear of all Liens, title defects or title exceptions other than any Permitted Tax Liens and Liens that are not material to the Company from the Stockholder or any affiliate of the Stockholder has been terminatedand its Subsidiaries, taken as a whole. Except as set forth on SCHEDULE 2.12would not be reasonably likely to have, all of such leases included on SCHEDULE 2.12 are individually or in the aggregate, a Company Material Adverse Effect, (1) each Company Real Property Lease is valid, binding and in full force and effect effect, subject to the limitation of such enforcement by the Bankruptcy and constitute valid Equity Exception and binding agreements (2) no uncured default on the part of the parties Company or, if applicable, its Subsidiary or, to the knowledge of the Company, the landlord thereunder, exists under any Company Real Property Lease, and no event has occurred or circumstance exists which, with the giving of notice, the passage of time, or both, would constitute a material breach or default under a Company Real Property Lease. Section 3.1(q)(i) of the Company Disclosure Letter contains a true and complete list as of the date hereof of all Company Owned Real Property that is material to the Company and its Subsidiaries, taken as a whole, by property address, and each Company Real Property Lease that is material to the Company and its Subsidiaries, taken as a whole, by the property address. (and their successorsii) thereto Except as would not have, individually or in accordance with their respective terms. There the aggregate, a Company Material Adverse Effect, as of the date hereof, (A) there are no leases, tenancy agreementssubleases, easementslicenses, covenants, restrictions rights or any other instruments, agreements or arrangements which create in or confer on any party, other than the Company, the right to occupy or possess all or affecting any portion of the Company Owned Real Property or create the Company Leased Real Property (other than the Company Real Property Leases) that would reasonably be expected to adversely affect the existing use of such Company Owned Real Property or the Company Leased Real Property by the Company or its Subsidiaries in the operation of its business thereon, (B) there are no outstanding options or confer on rights of first refusal, first offer or first negotiation in favor of any such other party to purchase or lease any right, title or interest in or to the Company Owned Real Property or any portion thereof or any interest therein; no party other than therein that would reasonably be expected to adversely affect the existing use of the Company occupies Owned Real Property by the Company in the operation of its business thereon, and (C) neither the Company nor any of its Subsidiaries is currently subleasing, licensing or possesses otherwise granting any person the right to use or occupy any portion of a Company Owned Real Property or Company Leased Real Property (the arrangements or agreements therefor, “Third-Party Leases”) that would reasonably be expected to adversely affect the existing use of such Company Owned Real Property or Company Leased Real Property by the Company or its Subsidiaries in the operation of its business thereon. Neither the Company nor any portion thereof; of its Subsidiaries has received notice of any pending, and to the knowledge of the Company there is legal no threatened, condemnation proceeding with respect to any Company Owned Real Property or Company Leased Real Property, except proceedings which would not be, individually or in the aggregate, a Company Material Adverse Effect. (iii) Except as would not be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect, all buildings, structures, fixtures and adequate ingress improvements and egress between all other physical elements of each tract parcel of Company Owned Real Property and an adjacent Company Leased Real Property: (orA) are in adequate operating condition and repair, if nonesubject to ordinary wear and tear, and are structurally sound and free of any material defects, (B) are suitable, sufficient and appropriate and in compliance with zoning and other applicable regulations for their current and contemplated uses (subject to any lawful non-conforming uses that are not material) and (C) consist of and have the closest) use and enjoyment of sufficient land, parking areas (including delivery, loading and unloading of vehicles), access to public roadway; highways, railroad trackage and siding, driveways, drainage, storm and sanitary sewers, detention ponds, fire protection, utilities and other facilities in accordance with applicable law and all required Permits, to permit the continued use of all Company Owned Real Property is properly zoned in order to allow its current use and Company Leased Real Property in the Company's businesses; manner and there are no claims or demands pending or threatened by any party against the Real Property which, if valid, would create in, or confer on, any party other than the Company, any right, title or interest in or to the Real Property or any portion thereof. None of the buildings, structures or improvements described on SCHEDULE 2.12, or the operation or maintenance thereof as now operated or maintained, contravenes any zoning ordinance or other administrative regulation or violates any restrictive covenant or any provision of law, the effect of which would materially interfere with or prevent their continued use for the purposes for to which they are now being presently devoted or to which they are contemplated to be devoted. Except as would not, individually or in the aggregate, have a Company Material Adverse Effect, each item of material personal property used or would adversely affect in the value thereof or the interest conduct of the Company therein. The Stockholder has furnished Business is in good and operable condition and repair sufficient for the present and continued use in Business as presently conducted, subject to LandCARE a true normal wear and correct copy of all owner's policies of title insurance and surveys pertaining to the real property owned by the Companytear.

Real Property. SCHEDULE 2.12 includes a list The Companies do not own any real property. Section 4.08 of all the Disclosure Schedules describes in reasonable detail the real property owned subleased to or leased by the either Company at the date hereof (the "“Subleased Real Property"”). Each Company has delivered to Buyer a true, correct and complete copy of each sublease and all other real propertyamendments, if anymodifications, used by the Company in the conduct of its business. Trueguarantees, complete and correct copies of all leases indemnities, assignments, extensions and agreements with relating to any Subleased Real Property (the “Subleases”). With respect to Real Property leased by the Company have been delivered to LandCARE, and an indication as to which such properties, if any, are currently owned, or were formerly owned, by the Stockholder or any affiliates of the Company or the Stockholder Sublease: (a) Each Sublease is included in SCHEDULE 2.12. All leases relating to Real Property leased by the Company from the Stockholder or any affiliate of the Stockholder has been terminated. Except as set forth on SCHEDULE 2.12, all of such leases included on SCHEDULE 2.12 are in full force and effect and constitute valid is binding and binding agreements enforceable against each of the parties (and their successors) thereto in accordance with its terms, subject to bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and other Laws of general application affecting the rights and remedies of creditors and general principles of equity. (b) The applicable Company has not assigned, sublet, transferred or conveyed any interest in any Sublease or any Subleased Real Property or any rights of first offer or refusal with respect thereto, and each Sublease constitutes the entire agreement to which the applicable Company is a party with respect to such Subleased Real Property. (c) The applicable Company has good and valid title to the leasehold estate in the Subleased Real Property for the full terms of each Sublease, free and clear of any Liens. (d) The applicable Company is not in default under any Sublease and (A) no other party to any Sublease is in default thereunder, (B) to the Knowledge of Seller no party to any Sublease has repudiated any provision thereof and (C) no event has occurred that, with notice or lapse of time, would constitute a breach or a material default or permit termination, modification or acceleration under any Sublease. (e) The Subleased Real Property constitutes all real property used or occupied by the Companies in connection with the operation of their respective termsBusiness. (f) To the Knowledge of Seller, the use, occupancy, operation and condition of the Subleased Real Property is not in violation of applicable covenants, conditions, restrictions or Contracts and any applicable Laws, including health, safety, zoning and other Laws to which it is subject in accordance with current use. (g) All applicable permits, licenses and other evidences of compliance that are or were required to be obtained in connection with the construction of the Improvements and the occupancy, condition, operation and use thereof have been obtained and complied with in all material respects. (h) There are no repair, replacement or restoration obligations owed under any Sublease. (i) There are no material defects in design or structure with respect to the Improvements. (j) The Transactions do not require the consent of any other party to any Sublease and will not result in a breach of or default under such Sublease. (k) The Companies have not collaterally assigned or granted any other Lien in such Sublease or any interest therein and there are not Liens on the estate or interest created by such Sublease. (l) There is no condemnation or appropriation or similar Proceeding pending or, to the Knowledge of Seller, threatened or contemplated against the Subleased Real Property or the Improvements thereon. There are no leases, tenancy agreements, easements, covenants, restrictions or any other instruments, agreements or arrangements which create in or confer on any party, other than disputes regarding the Company, the right to occupy or possess all or any portion of the Subleased Real Property or create in or confer on any such party any rightthe Improvements, title or interest in or and, to the Real Property or any portion thereof or any interest therein; no party other than the Company occupies or possesses the Real Property or any portion thereof; there is legal and adequate ingress and egress between each tract Knowledge of Real Property and an adjacent (orSeller, if none, the closest) public roadway; the Real Property is properly zoned in order to allow its current use in the Company's businesses; and there are no claims or demands pending or threatened by any party against the Real Property which, if valid, would create in, or confer on, any party other than the Company, any right, title or interest in or facts that are reasonably likely to the Real Property or any portion thereof. None of the buildings, structures or improvements described on SCHEDULE 2.12, or the operation or maintenance thereof as now operated or maintained, contravenes any zoning ordinance or other administrative regulation or violates any restrictive covenant or any provision of law, the effect of which would materially interfere with or prevent their continued use for the purposes for which they are now being used or would adversely affect the value thereof or the interest of the Company therein. The Stockholder has furnished give rise to LandCARE such a true and correct copy of all owner's policies of title insurance and surveys pertaining to the real property owned by the Companydispute.

Real Property. SCHEDULE 2.12 includes (a) The Disclosure Schedule contains a complete and accurate list of all real property the locations of all Real Property owned or leased by the Company at or any of the date hereof Subsidiaries and the name and address of the lessor and, if a Person different than such lessor, the manager thereof. The Company and the Seller have delivered or caused to be delivered to the Purchaser true and complete copies of all Contracts related to Real Property (the "Real Property")including, without limitation, all leases and all management, service, supply, security, maintenance and similar Contracts, and all attornment Contracts, subordination Contracts or similar Contracts, and all other real property, if any, used by Contracts affecting or relating to the use and quiet and peaceful enjoyment of the Real Property) to which the Company in the conduct or any of its businessSubsidiaries is a party or is otherwise bound or subject, and, in each case, all amendments thereof, which relate to or affect any of the Real Property. TrueExcept for the leases pertaining to the Real Property identified in and attached to the Disclosure Schedule, complete the Seller, the Company or any of its Subsidiaries is a party to any Contract that commits or purports to commit the Company or any of its Subsidiaries to purchase or otherwise acquire or lease any real property including, without limitation, the Real Property. (b) Each Contract relating to or affecting the Real Property (i) is in full force and correct copies effect, (ii) affords the Company or such Subsidiary, as the case may be, peaceful, undisturbed and exclusive possession of the applicable Real Property, (iii) is free of all leases Adverse Claims, and agreements (iv) constitutes a valid and binding obligation of, and is enforceable in accordance with respect its terms against, the respective parties thereto. (c) The Company and each of its Subsidiaries has performed the obligations required to be performed by it to date under all Contracts relating to or affecting the Real Property leased by and is not in default or breach thereof. In addition, no party to any such Contract (i) has provided any notice to the Company have been delivered or any of its Subsidiaries of its intent to LandCAREterminate or not renew any such Contract, (ii) to the knowledge of the Company and an indication as the Seller, has threatened to which terminate or not renew any such propertiesContract or (iii) is, if anyto the knowledge of the Company and the Seller, are currently ownedin breach or default under any provision thereof, and, to the knowledge of the Company and the Seller, no event or condition has occurred, whether with or without the passage of time or the giving of notice, or were formerly ownedboth, by that would constitute such a breach or default. (d) The Real Property is (i) in good condition and repair and there has been no damage, destruction or loss to any of the Stockholder Real Property that remains unremedied to date (ordinary wear and tear excepted) and (ii) suitable to carry out each of the Company's and its Subsidiaries' respective Business as conducted thereon. (e) There are no condemnation, appropriation or other proceedings involving any affiliates taking of the Real Property pending, or to the knowledge of the Company or the Stockholder is included Seller, threatened, against any of the Real Property. (f) The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not (i) result in SCHEDULE 2.12. All leases or give to any Person any right of termination, non-renewal, cancellation, withdrawal, acceleration or modification in or with respect to any Contract relating to or affecting the Real Property, (ii) result in or give to any Person any additional rights or entitlement to increased, additional, accelerated or guaranteed rent or payments under any such Contract or (iii) result in the creation or imposition of any Adverse Claim upon the Company or any of its Subsidiaries or any of their respective assets under the terms of any such Contract. (g) The Disclosure Schedule indicates a summary description of all plans or projects involving the opening of new operations, expansion of any existing operations or the acquisition of any Real Property, the lease of Real Property leased or acquisition of new businesses, with respect to which the Company or any Subsidiary has made any expenditure in the two-years prior to the date of this Agreement in excess of $10,000, or which if pursued by the Company from the Stockholder or any affiliate would require additional expenditures of the Stockholder has been terminated. Except as set forth on SCHEDULE 2.12, all capital in excess of such leases included on SCHEDULE 2.12 are in full force and effect and constitute valid and binding agreements of the parties (and their successors) thereto in accordance with their respective terms. There are no leases, tenancy agreements, easements, covenants, restrictions or any other instruments, agreements or arrangements which create in or confer on any party, other than the Company, the right to occupy or possess all or any portion of the Real Property or create in or confer on any such party any right, title or interest in or to the Real Property or any portion thereof or any interest therein; no party other than the Company occupies or possesses the Real Property or any portion thereof; there is legal and adequate ingress and egress between each tract of Real Property and an adjacent (or, if none, the closest) public roadway; the Real Property is properly zoned in order to allow its current use in the Company's businesses; and there are no claims or demands pending or threatened by any party against the Real Property which, if valid, would create in, or confer on, any party other than the Company, any right, title or interest in or to the Real Property or any portion thereof. None of the buildings, structures or improvements described on SCHEDULE 2.12, or the operation or maintenance thereof as now operated or maintained, contravenes any zoning ordinance or other administrative regulation or violates any restrictive covenant or any provision of law, the effect of which would materially interfere with or prevent their continued use for the purposes for which they are now being used or would adversely affect the value thereof or the interest of the Company therein. The Stockholder has furnished to LandCARE a true and correct copy of all owner's policies of title insurance and surveys pertaining to the real property owned by the Company$10,000.

Real Property. SCHEDULE 2.12 includes a list ‌ 3.9.1 As of the Firm Date, Seller holds good and valid leasehold and Easement interests and options in the Project Site pursuant to the Project Real Property Agreements. As of the Closing Date, the Project Real Property Agreements constitute all of the real property owned rights necessary for the development, construction, commissioning, ownership, operation, use, or leased by maintenance of the Company Project in accordance with Prudent Operating Practices and applicable Law at the date hereof (Project Site. 3.9.2 As of the "Real Property")Firm Date and the Closing Date, and all other real property, if any, used by the Company in the conduct of its business. True, complete and correct copies of all leases and agreements with respect to Seller or any Affiliate of Seller and, to Seller’s Knowledge, each other party thereto, each Project Real Property leased Agreement is legal, valid, binding, and in full force and effect. 3.9.3 As of the Firm Date and the Closing Date, except as set forth in Schedule 3.9.3, (a) neither Seller nor any Affiliate of Seller is in breach or default in any material respect under any Project Real Property Agreement and, to Seller’s Knowledge, no other party to a Project Real Property Agreement is in breach or default in any material respect thereunder, (b) no event has occurred which, with notice, lapse of time, or both, would constitute a breach or default by Seller or any Affiliate of Seller or, to Seller’s Knowledge, any other party to a Project Real Property Agreement, or, to Seller’s Knowledge, would permit termination, modification, or acceleration, thereof, and (c) neither Seller nor any Affiliate of Seller has received or delivered any written notice of breach or default or termination with respect to any Project Real Property Agreement.‌ 3.9.4 Seller has all requisite [entity type] power and authority to execute and deliver the Company Project Real Property Agreements, to perform its obligations thereunder and to complete the transactions contemplated thereby. The execution and delivery by Seller of the Project Real Property Agreements, and the performance by Seller of its obligations thereunder, have been delivered to LandCAREduly and validly authorized by all necessary [entity type] action. 3.9.5 There are no commitments or agreements between Seller or any Affiliate of Seller, on the one hand, and an indication as to which such properties, if any, are currently ownedany Governmental Authority or a public or private utility, or were formerly ownedany other Person, by on the Stockholder other hand, affecting the Project, the Project Site, the Project Real Property Agreements, the Project Equipment, the Project Improvements, the Project Permits, or any affiliates portion thereof or interest therein other than (a) Contracts between Operator and any of its subcontractors or vendors of any tier, (b) Contracts between EPC Contractor and any of its subcontractors or vendors of any tier and (c) as disclosed in the Company or the Stockholder is included in SCHEDULE 2.12. All leases relating to Real Property leased by the Company from the Stockholder or any affiliate of the Stockholder has been terminated. Seller’s Disclosure Schedules. 3.9.6 Except as set forth on SCHEDULE 2.12Schedule 3.9.6, all of such leases included on SCHEDULE 2.12 are in full force and effect and constitute valid and binding agreements as of the parties (Firm Date and their successors) thereto in accordance with their respective terms. There the Closing Date, there are no leasesActions or Claims pending or, tenancy agreementsto Seller’s Knowledge, easementsthreatened, covenantsagainst, restrictions or any other instruments, agreements or arrangements which create in or confer on any party, other than affecting the CompanyProject, the right to occupy or possess all or any portion of Project Site, the Real Property or create in or confer on any such party any rightProject Improvements, title or interest in or to the Real Property or any portion thereof or any interest therein; no party other than , in the Company occupies nature of, or possesses in lieu of, condemnation, land use, zoning or eminent domain proceedings, or otherwise.‌ 3.9.7 As of the Firm Date and the Closing Date, Schedule 1.1(i) contains a true, correct, and complete list of all Project Real Property or any portion thereof; there is legal Agreements with respect to the Project. As of the Firm Date and adequate ingress the Closing Date, Seller has delivered to Purchaser true, correct, and egress between each tract complete copies of all Project Real Property and an adjacent (or, if none, the closest) public roadway; the Real Property is properly zoned in order to allow its current use in the Company's businesses; and there are no claims or demands pending or threatened by any party against the Real Property which, if valid, would create in, or confer on, any party other than the Company, any right, title or interest in or to the Real Property or any portion thereof. None of the buildings, structures or improvements described on SCHEDULE 2.12, or the operation or maintenance thereof as now operated or maintained, contravenes any zoning ordinance or other administrative regulation or violates any restrictive covenant or any provision of law, the effect of which would materially interfere with or prevent their continued use for the purposes for which they are now being used or would adversely affect the value thereof or the interest of the Company therein. The Stockholder has furnished to LandCARE a true and correct copy of all owner's policies of title insurance and surveys pertaining to the real property owned by the CompanyAgreements.

Real Property. SCHEDULE 2.12 includes (a) Schedule 3.11(a) lists all real property owned by the Company (the “Owned Real Property”). The Company has good and marketable title in fee simple to the Owned Real Property free and clear of any Liens other than Permitted Liens. Other than the right of Purchaser pursuant to this Agreement, none of the Owned Real Property is subject to any right or option of any Person to purchase, lease or otherwise obtain title to such property. (b) Schedule 3.11(b) contains a list of all leases and subleases, together with any amendments thereto and any subordination, nondisturbance and attornment agreements (the “Leases”), with respect to all real property owned or leased by the Company at the date hereof (the "Real “Leased Property"”). The Company has valid leasehold interests in the Leased Property and the Company’s interest in the Leases are free and clear of all Liens other than Permitted Liens. Each Lease is in full force and effect, subject to proper authorization and execution of such Lease by the other party thereto and the application of any bankruptcy or other creditor’s rights laws, and the Company is not in breach or default under such Leases and, to Seller’s Knowledge, no other party is in material default under any of the Leases (and no event has occurred which, with due notice or lapse of time or both, would constitute such a lapse or default) except to the extent such breach or default would not have a Material Adverse Effect). Seller has made available to Purchaser a true, correct an complete copy of each Lease, and all other amendments thereto, listed in Schedule 3.11(b), except to the extent otherwise noted therein. Except as otherwise set forth on Schedule 3.11(b), the Company has not assigned its interest under any Lease, or subleased all or any part of the space demised thereunder, to any third party. (c) Seller is not a “foreign person” within the meaning of Section 1445 of the Code. (d) The Owned Real Property and the Leased Property constitute all of the real property, if any, property used by the Company in connection with the conduct of its business. True, complete and correct copies of all leases and agreements with respect to Real Property leased by the Company have been delivered to LandCARE, and an indication as to which such properties, if any, are currently owned, or were formerly owned, by the Stockholder or any affiliates business of the Company or the Stockholder is included in SCHEDULE 2.12. All leases relating to Real Property leased by the Company from the Stockholder or any affiliate of the Stockholder has been terminated. Except as set forth on SCHEDULE 2.12, all of such leases included on SCHEDULE 2.12 are in full force and effect and constitute valid and binding agreements of the parties (and their successors) thereto in accordance with their respective termscurrently conducted. There are no leasespending, tenancy agreementsor to Seller’s Knowledge, easementsthreatened condemnation or similar proceedings affecting the Owned Real Property. There are no pending, covenantsor, restrictions to Seller’s Knowledge, threatened condemnation or similar proceedings affecting the Leased Property. (e) All brokerage commissions and other compensation and fees payable by reason of the Leases or the Owned Real Property have been paid in full or are reflected in the Interim Balance Sheet. (f) To Seller’s Knowledge, Seller has not received any written notification of any requirements or recommendations by any insurance company which has issued to or for the benefit of the Company a policy covering the Owned Real Property, or by any board of fire underwriters or other instrumentsbody exercising similar functions, agreements requiring or arrangements recommending any material repairs or material work to be done on such property which create are still outstanding. (g) To Seller’s Knowledge, all public utilities required for the operation of the Owned Real Property as currently conducted and necessary for the conduct of the business of the Company are (i) installed from public rights of way or valid easements for the benefit of the Company and (ii) operating. (h) To Seller’s Knowledge, the plumbing, electrical, heating, air conditioning, elevator and ventilating systems, the roof, basement and foundation walls, and all other mechanical or structural systems of the buildings and improvements located on the Owned Real Property are in or confer on any partygood working order and condition (in each case, taking into account the character and age of the foregoing) and are free from defect, other than the Companysuch defects that, the right to occupy individually or possess all or any portion of the Real Property or create in or confer on any such party any right, title or interest in or to the Real Property or any portion thereof or any interest therein; no party other than the Company occupies or possesses the Real Property or any portion thereof; there is legal and adequate ingress and egress between each tract of Real Property and an adjacent (or, if none, the closest) public roadway; the Real Property is properly zoned in order to allow its current use in the Company's businesses; and there are no claims or demands pending or threatened by any party against the Real Property which, if validaggregate, would create in, or confer on, any party other than the Company, any right, title or interest in or not reasonably be expected to the Real Property or any portion thereof. None of the buildings, structures or improvements described on SCHEDULE 2.12, or the operation or maintenance thereof as now operated or maintained, contravenes any zoning ordinance or other administrative regulation or violates any restrictive covenant or any provision of law, the effect of which would materially interfere with or prevent their continued use for the purposes for which they are now being used or would adversely affect the value thereof or the interest of the Company therein. The Stockholder has furnished to LandCARE have a true and correct copy of all owner's policies of title insurance and surveys pertaining to the real property owned by the CompanyMaterial Adverse Effect.

Real Property. SCHEDULE 2.12 includes (a) Schedule 3.24 sets forth a true, correct and complete list of all real property owned Real Property in which any Company Party owns or leased by holds a fee interest, which list includes, as to each parcel of such Real Property, the legal owner, its common name, a legal description and the name of any mortgagee or trustee thereof. (b) Schedule 3.24 sets forth a true, correct and complete list of all Real Property leases, subleases or licenses pursuant to which any Company at Party is a lessor, lessee, sublessor, sublessee, licensor or licensee, in each case as amended through the date hereof (hereof, which list includes the "Real Property")street address, and all other real propertythe identity of the lessors, if anylessees, used by the Company in the conduct of its business. Truesublessors, complete and correct copies of all leases and agreements sublessees, licensors or licensees, or with respect to which a Company Party has guarantied the obligations of any other Person, the term thereof (referencing applicable extension or renewal periods, the rent payment terms, maximum potential exposure and the current use). The Company Parties have delivered to the Purchaser true, correct and complete copies of the material leases, subleases or licenses. The Real Property leased by interests described or listed on Schedule 3.24 constitute all of the Company have been delivered to LandCARE, and an indication as to which such properties, if any, are currently interests in Real Property owned, leased or were formerly ownedotherwise held for use by any Company Party. (c) With respect to each such lease, by the Stockholder or any affiliates of the Company or the Stockholder is included in SCHEDULE 2.12. All leases relating to Real Property leased by the Company from the Stockholder or any affiliate of the Stockholder has been terminated. Except sublease and license, except as set forth on SCHEDULE 2.12, all of such leases included on SCHEDULE 2.12 are in full force and effect and constitute valid and binding agreements of the parties Schedule 3.24: (and their successorsi) thereto in accordance with their respective terms. There there are no leasesdisputes, tenancy agreements, easements, covenants, restrictions or any other instruments, oral agreements or arrangements which create forbearance programs in or confer on any party, other than the Company, the right effect as to occupy or possess all or any portion of the Real Property or create in or confer on any such party any rightlease, title sublease or interest license; and (ii) no Company Party has assigned, transferred, conveyed, mortgaged, deeded in trust or to the Real Property or any portion thereof or encumbered any interest therein; no party other than . (d) No Consent of any Person to any lease, sublease, license or mortgage is required in connection with the Company occupies or possesses consummation of the Real Property or any portion thereof; there is legal and adequate ingress and egress between each tract of Real Property and an adjacent (or, if nonetransactions contemplated by this Agreement, the closest) public roadway; other Investment Documents or the Real Property is properly zoned in order to allow its current use in Bank Credit Documents, including the Company's businesses; issuance and there are sale of the Securities, and no claims or demands pending or threatened by any party against the Real Property which, if valid, would create insuch event shall be prohibited by, or confer onshall constitute a default under, any party other than such lease, sublease, license or mortgage. (e) To the Company, any right, title or interest in or to the Real Property or any portion thereof. None of the buildings, structures or improvements described on SCHEDULE 2.12, or the operation or maintenance thereof as now operated or maintained, contravenes any zoning ordinance or other administrative regulation or violates any restrictive covenant or any provision of law, the effect of which would materially interfere with or prevent their continued use for the purposes for which they are now being used or would adversely affect the value thereof or the interest knowledge of the Company therein. The Stockholder has furnished to LandCARE a true Parties, all parking lots located on any Real Property subject thereto are in compliance with Applicable Laws, including zoning requirements, and correct copy are adequate for the employees and business operations of all owner's policies of title insurance and surveys pertaining to the real property owned by the CompanyCompany Parties.

Real Property. SCHEDULE 2.12 includes (a) Section 4.16 of the Company Disclosure Schedule (i) sets forth a list of all real property owned or leased by the Company at and the date hereof Company Subsidiaries and specifies the entity (Company or Company Subsidiary) that occupies such property if different from the owner (the "“Owned Real Property"”) and (ii) describes each leasehold interest in real property leased by, subleased by, licensed or with respect to which a right to use or occupy has been granted to the Company or any of the Company Subsidiaries (such leased Real Property together with the Owned Real Property, the “Real Property”), and all other real specifies the lessor(s) of such leased property, if anythe entity (Company or Company Subsidiary) occupying such leased property, used by and identifies each lease or any other Contract under which such property is leased (the Company in the conduct of its business. True, complete and correct copies of all leases and agreements with respect to “Real Property leased by the Company have been delivered to LandCARE, and an indication as to which such properties, if any, are currently owned, or were formerly owned, by the Stockholder or any affiliates of the Company or the Stockholder is included in SCHEDULE 2.12. All leases relating to Real Property leased by the Company from the Stockholder or any affiliate of the Stockholder has been terminated. Except as set forth on SCHEDULE 2.12, all of such leases included on SCHEDULE 2.12 are in full force and effect and constitute valid and binding agreements of the parties (and their successors) thereto in accordance with their respective termsLeases”). There are no leaseswritten or oral subleases, tenancy agreementslicenses, easementsconcessions, covenants, restrictions occupancy agreements or other Contracts granting to any other instruments, agreements or arrangements which create in or confer on any party, other than the Company, Person the right to occupy of use or possess all or any portion occupancy of the Real Property or create in or confer on any such party any right, title or interest in or to the Real Property or any portion thereof or any interest therein; and there is no party Person (other than the Company occupies or possesses a Company Subsidiary) in possession of the leased Real Property. (b) To the Knowledge of Company, (i) all Real Property or Leases listed on Section 4.16 of the Company Disclosure Schedule are valid, binding, and enforceable agreements of Company and neither the Company nor any portion thereof; there is legal Company Subsidiary is, and adequate ingress and egress between each tract of no other party to any such Real Property and an adjacent (orLease is, if nonein violation of or in default, the closest) public roadway; the in any material respect, under any such Real Property is properly zoned in order to allow its current use in the Company's businesses; Lease, and there are no claims event or demands pending or threatened by any party against the Real Property which, if valid, would create in, or confer on, any party circumstance has occurred (other than the Companyexecution and delivery by the Company of this Agreement, the consummation of the Merger or the compliance with the terms hereof and thereof) which constitutes, or after notice or lapse of time or both, would constitute a material violation or default thereunder on the part of Company or any rightSubsidiary, title or interest any other party thereto or result in a right to accelerate or to the a loss of material rights under any such Real Property Lease; and (ii) the Company and each Company Subsidiary has fulfilled all material obligations required to have been performed by it pursuant to each such Real Property Lease and the Company has no reason to believe that the Company or any portion thereof. None Company Subsidiary would not be able to fulfill all of its material obligations under such Real Property Leases which remain to be performed after the buildings, structures or improvements described on SCHEDULE 2.12, or the operation or maintenance thereof as now operated or maintained, contravenes any zoning ordinance or other administrative regulation or violates any restrictive covenant or any provision of law, the effect of which would materially interfere with or prevent their continued use for the purposes for which they are now being used or would adversely affect the value thereof or the interest of the Company therein. The Stockholder has furnished to LandCARE a true and correct copy of all owner's policies of title insurance and surveys pertaining to the real property owned by the Companydate hereof.

Real Property. SCHEDULE 2.12 includes (a) Section 4.08(a) of the Seller Disclosure Letter contains a list true, correct and complete list, as of the date hereof, (including the date and name of the parties and the street address) of all leases, subleases, licenses, concessions, ground leases and other agreements (written or oral) used or held for use primarily in the operation or conduct of the Business (“Real Property Leases”; and the real property owned leased, subleased or leased by licensed thereunder, the Company at the date hereof (the "“Leased Real Property"”), . Seller has delivered to Purchaser a true and all other real property, if any, used by complete copy of each Real Property Lease and any material ancillary agreement to each such Real Property Lease. Subject to the Company circumstances described in the conduct proviso to the following sentence, each of its business. True, complete and correct copies of all leases and agreements with respect to the Real Property leased by the Company have been delivered to LandCARELeases is legal, valid, binding and an indication as to which such properties, if any, are currently owned, or were formerly owned, by the Stockholder or any affiliates of the Company or the Stockholder is included in SCHEDULE 2.12. All leases relating to Real Property leased by the Company from the Stockholder or any affiliate of the Stockholder has been terminated. Except as set forth on SCHEDULE 2.12, all of such leases included on SCHEDULE 2.12 are in full force and effect in all material respects and constitute valid and binding agreements of the parties (and their successors) thereto is enforceable in accordance with their respective termsits terms against Seller or its Subsidiaries and, to the Knowledge of Seller, each other party thereto. There Neither Seller’s nor any of its Subsidiaries’ possession and quiet enjoyment of the Leased Real Property under any Real Property Lease has been disturbed in any material respect, and to Seller’s Knowledge, there are no leases, tenancy agreements, easements, covenants, restrictions material disputes with respect to any Real Property Lease. Neither Seller or any of its Subsidiaries nor, to the Knowledge of Seller, any other instrumentsparty to any Real Property Lease is in material breach or material default under any Real Property Lease, agreements and no event or arrangements which create condition has occurred that constitutes or would constitute (with or without notice or lapse of time or both), a material breach or material default on the part of Seller or any of its Subsidiaries, or to Seller’s Knowledge, any other party to such Real Property Lease, nor has Seller or any of its Subsidiaries received any notice of any such material breach or material default, event or condition; provided, that, for purposes of this sentence, it shall not be a material default with respect to any such Real Property Lease if such Real Property Lease is not in effect on the Closing Date because (x) its term has ended pursuant to the terms thereof or confer on (y) the other party under such Real Property Lease has terminated such Real Property Lease for any party, reason other than the Companya default by Seller or any of its Subsidiaries thereunder. Neither Seller nor any of its Subsidiaries has subleased, licensed or otherwise granted any Person the right to use or occupy or possess all or any portion of the Real Property or create in or confer on any such party any right, title or interest in or to the Real Property or any portion thereof or any interest therein; no party other than the Company occupies or possesses the Real Property or any portion thereof; there is legal and adequate ingress and egress between each tract of Real Property and an adjacent (or, if none, the closest) public roadway; the Real Property is properly zoned in order to allow its current use in the Company's businesses; and there are no claims or demands pending or threatened by any party against the Real Property which, if valid, would create in, or confer on, any party other than the Company, any right, title or interest in or to the Leased Real Property or any portion thereof. None Neither Seller nor any of its Subsidiaries has collaterally assigned or granted any other security interest in such Real Property Lease or any interest therein. (b) Section 4.08(b) of the buildings, structures Seller Disclosure Letter sets forth the street address of any real property that is both (i) owned by Seller and its Subsidiaries and (ii) used or improvements described on SCHEDULE 2.12, or held for use primarily in the operation or maintenance thereof as now operated conduct of the Business (Seller’s or maintainedsuch Subsidiary’s fee simple interest therein together with all buildings, contravenes improvements and structures thereon, the “Owned Real Property” and together with the Leased Real Property, the “Real Property”). There is no Owned Real Property. (c) To Seller’s Knowledge, there are no structural deficiencies or latent defects affecting any zoning ordinance of the Improvements and, to Seller’s Knowledge, there are no facts or other administrative regulation conditions affecting any of the Improvements which would, individually or violates in the aggregate, interfere in any restrictive covenant material respect with the use or occupancy of the Improvements or any provision portion thereof in the operation of lawthe business as currently conducted. (d) Except as would not reasonably be expected to have a Material Adverse Effect, all Improvements owned, leased, licensed or otherwise occupied by Seller or any of its Subsidiaries located on the effect Real Property are in a state of which would materially interfere with or prevent their continued use good working order and repair and are and suitable for the purposes purpose for which they are now being currently used or would adversely affect and sufficient for the value thereof or the interest operation of the Company therein. The Stockholder has furnished to LandCARE a true and correct copy of all owner's policies of title insurance and surveys pertaining business as currently conducted. (e) Except for Permitted Liens, there are no actual, pending or, to the Knowledge of Seller, threatened condemnation or eminent domain proceedings, planned public improvements, annexation, special assessments, zoning or subdivision changes, or other adverse claims affecting any Real Property or any part thereof, and neither Seller or any of its Subsidiaries has received any written notice of the intention of any Governmental Authority or other Person to take or use all or any part thereof. Except as set forth on Section 4.08(e) of the Seller Disclosure Letter and except for Permitted Liens, there are no agreements granting any Person other than Seller or any of its Subsidiaries the right to use or occupy any material portion of the Real Property. (f) With respect to the Business, neither Seller nor any of its Subsidiaries is party to or bound by any Contract or option to purchase or sell any real property owned by the Companyor interest therein.

Real Property. SCHEDULE 2.12 includes (a) Except as would not constitute a Company Material Adverse Effect, as of the date of this Agreement, the Company or one of its Subsidiaries has good and valid fee simple title to all real property owned by the Company or any of its Subsidiaries and to all of the buildings, structures and other improvements thereon (the “Owned Real Property”), free and clear of all Liens (other than Permitted Liens). Section 4.18(a) of the Company Disclosure Letter sets forth, as of the date of this Agreement, a list of the Owned Real Property. As of the date of this Agreement there are no pending, or, to the Knowledge of the Company, threatened in writing, appropriation, condemnation eminent domain or like proceedings relating to the Owned Real Property. (b) Section 4.18(b) of the Company Disclosure Letter sets forth, as of the date of this Agreement, a list of the Material Company Leases (the “Leased Real Property”), including a street address or other description of the premises leased and the Company or Subsidiary that leases the same. Copies of all real Company Leases (including all material modifications, amendments, supplements, waivers and side letters thereto) have been made available to Parent. Except as would not constitute a Company Material Adverse Effect, as of the date of this Agreement, the Company or one of its Subsidiaries has a good and valid leasehold interest in each Material Company Lease, free and clear of all Liens (other than Permitted Liens). The Company is not in material default under any Material Company Lease. Each Material Company Lease is in full force and effect and is the valid and binding obligation of the Company or Subsidiary that is a party thereto and, to the Knowledge of the Company, the other party (or parties) thereto, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). Neither the Company nor any of its Subsidiaries has received any written notice of any material event of default under any of the Material Company Leases, nor to the Knowledge of the Company is there any condition or event which, with notice or lapse of time or both, would constitute a material default under a Material Company Lease. (c) Except as would not reasonably be expected to constitute a Company Material Adverse Effect, as of the date of this Agreement, the Company or one of its Subsidiaries owns or leases all of the material tangible personal property shown to be owned or leased by the Company at or any of its Subsidiaries reflected in the latest audited financial statements included in the Company SEC Documents or acquired after the date hereof thereof, free and clear of all Liens (the "Real Property"other than Permitted Liens), and all other real property, if any, used by except to the extent disposed of in the ordinary course of business since the date of the latest audited financial statements included in the Company in the conduct of its business. True, complete and correct copies of all leases and agreements with respect SEC Documents or otherwise no longer held due to Real Property leased by the Company have been delivered to LandCARE, and an indication as to which such properties, if any, are currently owned, casualty or were formerly owned, by the Stockholder or any affiliates of the Company or the Stockholder is included in SCHEDULE 2.12. All leases relating to Real Property leased by the Company from the Stockholder or any affiliate of the Stockholder has been terminated. Except as set forth on SCHEDULE 2.12, all of such leases included on SCHEDULE 2.12 are in full force and effect and constitute valid and binding agreements of the parties (and their successors) thereto in accordance with their respective terms. There are no leases, tenancy agreements, easements, covenants, restrictions or any other instruments, agreements or arrangements which create in or confer on any party, other than the Company, the right to occupy or possess all or any portion of the Real Property or create in or confer on any such party any right, title or interest in or to the Real Property or any portion thereof or any interest therein; no party other than the Company occupies or possesses the Real Property or any portion thereof; there is legal and adequate ingress and egress between each tract of Real Property and an adjacent (or, if none, the closest) public roadway; the Real Property is properly zoned in order to allow its current use in the Company's businesses; and there are no claims or demands pending or threatened by any party against the Real Property which, if valid, would create in, or confer on, any party other than the Company, any right, title or interest in or to the Real Property or any portion thereof. None of the buildings, structures or improvements described on SCHEDULE 2.12, or the operation or maintenance thereof as now operated or maintained, contravenes any zoning ordinance or other administrative regulation or violates any restrictive covenant or any provision of law, the effect of which would materially interfere with or prevent their continued use for the purposes for which they are now being used or would adversely affect the value thereof or the interest of the Company therein. The Stockholder has furnished to LandCARE a true and correct copy of all owner's policies of title insurance and surveys pertaining to the real property owned by the Companydestruction.

Real Property. SCHEDULE 2.12 includes a list of all real property owned (a) Except in any such case, individually or leased by the Company at the date hereof (the "Real Property"), and all other real property, if any, used by the Company in the conduct of its business. Trueaggregate, complete that has not had and correct copies of all leases and agreements would not reasonably be expected to have a Company Material Adverse Effect, with respect to Real Property leased by the Company have been delivered to LandCARE, and an indication as to which such properties, if any, are currently owned, or were formerly owned, by the Stockholder or any affiliates of the Company or the Stockholder is included in SCHEDULE 2.12. All leases relating to Real Property leased by the Company from the Stockholder or any affiliate of the Stockholder has been terminated. Except as set forth on SCHEDULE 2.12, all of such leases included on SCHEDULE 2.12 are in full force and effect and constitute valid and binding agreements of the parties (and their successors) thereto in accordance with their respective terms. There are no leases, tenancy agreements, easements, covenants, restrictions or any other instruments, agreements or arrangements which create in or confer on any party, other than the Company, the right to occupy or possess all or any portion of the Real Property or create in or confer on any such party any right, title or interest in or to the Real Property or any portion thereof or any interest therein; no party other than the Company occupies or possesses the Real Property or any portion thereof; there is legal and adequate ingress and egress between each tract of Real Property and an adjacent (or, if none, the closest) public roadway; the Real Property is properly zoned in order to allow its current use in the Company's businesses; and there are no claims or demands pending or threatened by any party against the Real Property which, if valid, would create in, or confer on, any party other than the Company, any right, title or interest in or to the Real Property or any portion thereof. None of the buildings, structures or improvements described on SCHEDULE 2.12, or the operation or maintenance thereof as now operated or maintained, contravenes any zoning ordinance or other administrative regulation or violates any restrictive covenant or any provision of law, the effect of which would materially interfere with or prevent their continued use for the purposes for which they are now being used or would adversely affect the value thereof or the interest of the Company therein. The Stockholder has furnished to LandCARE a true and correct copy of all owner's policies of title insurance and surveys pertaining to the real property owned by the Company or its Subsidiaries (the “Owned Real Property”), (i) the Company or one of its Subsidiaries, as applicable, has good and marketable title to the Owned Real Property, free and clear of any Liens other than Permitted Liens and (ii) there are no outstanding options or rights of first refusal to purchase the Owned Real Property, or any portion of the Owned Real Property or interest therein. (b) Section 5.14(b) of the Company Disclosure Letter contains a true and complete list of all Owned Real Property. (c) Section 5.14(c) of the Company Disclosure Letter contains a true and complete list of the real property leased or subleased to the Company or any of its Subsidiaries (the “Leased Real Property”). Each lease, sublease, rental or occupancy agreement, license, or other Contract that, in each case, provides for the ownership of, leasing of, title to, use of, or any leasehold or other interest in any Leased Real Property (the “Leases”) is binding on the Company or its Subsidiaries, as the case may be, and, to the knowledge of the Company, each other party thereto, in accordance with its terms and is in full force and effect, and each of the Company and each of its Subsidiaries (to the extent they are party thereto or bound thereby) and, to the Company’s knowledge, each other party thereto has performed in all material respects all obligations required to be performed by it under each such Lease. Each of the Company and each of its Subsidiaries is not (with or without notice, lapse of time or both) in breach or default in any material respect thereunder and, to the knowledge of the Company, no other party to any such Lease is (with or without notice, lapse of time or both) in breach or default in any material respect thereunder, and neither the Company nor any of its Subsidiaries has received notice from the other party to any such Lease of any intention to cancel, terminate, materially change the scope of rights and obligations under or not to renew such Lease. (d) As used herein, the term “Permitted Lien” means (a) encumbrances for current Taxes or other governmental charges not yet due and payable; (b) mechanics’, carriers’, workmen’s, repairmen’s or other like encumbrances arising or incurred in the ordinary course of business consistent with past practice relating to obligations as to which there is no default on the part of Company or any of its Subsidiaries, or the validity or amount of which is being contested in good faith by appropriate proceedings and are reflected on or specifically reserved against or otherwise disclosed in the consolidated balance sheets included in the Company Reports; and (c) other encumbrances that do not, individually or in the aggregate, materially impair the continued use, operation, value or marketability of the specific parcel of Owned Real Property to which they relate or the conduct of the business of the Company and its Subsidiaries as presently conducted.

Real Property. SCHEDULE 2.12 includes Neither the Company nor any of its Subsidiaries owns any real property. Section 4.1(r) of the Company Disclosure Letter contains a list true, correct and complete list, as of the date of this Agreement, of all of the existing leases, subleases, licenses or other agreements pursuant to which the Company or any of its Subsidiaries uses or occupies, or has the right to use or occupy, any real property owned or leased by for which annual base rent exceeds $350,000 (such property, the Company at the date hereof (the "“Leased Real Property"),” and each such lease, sublease, license or other agreement and all other real propertyamendments and modifications thereto, if any, used by the a “Lease”). The Company in the conduct of its business. True, has made available to Parent complete and correct copies of all leases and agreements with Leases. With respect to Real Property leased by each Lease and except as would not reasonably be expected to have, individually or in the aggregate, a Company have been delivered to LandCAREMaterial Adverse Effect, and an indication as to which such properties, if any, are currently owned, or were formerly owned, by the Stockholder or any affiliates of (i) the Company or the Stockholder is included in SCHEDULE 2.12. All leases relating to Real Property leased by the Company from the Stockholder one of its Subsidiaries has not collaterally assigned or any affiliate of the Stockholder has been terminated. Except as set forth on SCHEDULE 2.12, all of such leases included on SCHEDULE 2.12 are in full force and effect and constitute valid and binding agreements of the parties (and their successors) thereto in accordance with their respective terms. There are no leases, tenancy agreements, easements, covenants, restrictions or granted any other instruments, agreements or arrangements which create in or confer on any party, security interest (other than the Company, the right to occupy or possess all or any portion of the Real Property or create Permitted Liens) in or confer on any such party any right, title or interest in or to the Real Property or any portion thereof Lease or any interest therein; (ii) there are no Liens (other than Permitted Liens) on the estate or interest created by such Lease; (iii) the Company or one of its Subsidiaries has valid leasehold estates in the Leased Real Property, free and clear of all Liens (other than Permitted Liens); (iv) neither the Company nor any of its Subsidiaries and to the knowledge of the Company, no third party is, as of the date hereof, in material breach of or default pursuant to any Lease and, as of the date hereof, no fact, circumstance or event has occurred or is continuing that with notice or lapse of time would constitute a material breach or default thereunder by the Company or any of its Subsidiaries or any other party; and (v) there are no subleases, licenses or similar agreements granting to any Person, other than the Company occupies or possesses the Real Property or any portion thereof; there is legal and adequate ingress and egress between each tract of Real Property and an adjacent (or, if none, the closest) public roadway; the Real Property is properly zoned in order to allow its current use in the Company's businesses; and there are no claims or demands pending or threatened by any party against the Real Property which, if valid, would create in, or confer onSubsidiaries, any party other than right to use or occupy the CompanyLeased Real Property, any right, title or interest in or to the Real Property or any portion thereof. None of the buildings, structures or improvements described on SCHEDULE 2.12, or the operation or maintenance thereof as now operated or maintained, contravenes any zoning ordinance or other administrative regulation or violates any restrictive covenant or any provision of law, the effect of which would materially interfere with or prevent their continued use except for the purposes for which they are now being used or would adversely affect the value thereof or the interest of the Company therein. The Stockholder has furnished to LandCARE a true and correct copy of all owner's policies of title insurance and surveys pertaining to the real property owned by the CompanyPermitted Liens.

Real Property. SCHEDULE 2.12 includes a list (i) None of all the members of the Company Group owns or has legal or equitable title or other right or interest in any real property owned or leased other than the land use rights (the "LAND USE RIGHTS") held by the Company at Group as set forth in Section 3.17(i) of the date hereof Disclosure Schedule or as held pursuant to Lease (the "Real Property"as defined below), . True and all other real property, if any, used by the Company in the conduct of its business. True, complete and correct copies of all leases and agreements with respect to Real Property leased by the Company certificates evidencing the Land Use Rights have been delivered to LandCARE, and an indication as to which each of the Investors or their agents or professional advisers. Any land grant premium required under Applicable Law in connection with securing such properties, if any, are currently owned, or were formerly owned, Land Use Rights has been fully paid. The use of any real property by each of the Stockholder or any affiliates members of the Company or Group has conformed to the Stockholder is included intended use of such real property as granted under the applicable Land Use Rights. The particulars of the Land Use Rights as set out in SCHEDULE 2.12. All leases relating Section 3.17(i) of the Disclosure Schedule are true and complete. (ii) Section 3.17(ii) of the Disclosure Schedule sets forth each leasehold interest with the annual lease payment in excess of US$50,000 pursuant to Real Property leased by which any member of the Company from Group holds any rights, titles or interests of a tenant (each a "LEASE"), indicating the Stockholder or any affiliate parties to such Lease, the address of the Stockholder property demised under the Lease, the rent payable under the Lease and the term of the Lease. Each Lease constitutes the entire agreement to which any member of the Company Group is party with respect to the property demised thereunder, and a true and complete copy of each such Lease has been terminateddelivered to the Investors, together with all amendments, modifications, alterations and other changes thereto. Each Lease is valid and subsisting, enforceable against the parties thereto in accordance with its terms. As of the date hereof, all conditions precedent to the enforceability of each Lease have been satisfied and there exists no breach or default, nor state of facts which, with the passage of time, notice, or both, would result in a breach or default on the part of any party to the Lease. Each member of the Company Group has accepted possession of the property demised pursuant to each Lease and is in actual possession thereof and has not sublet, assigned or hypothecated its leasehold interest except as set forth on Section 3.17(ii) of the Disclosure Schedule. The particulars of the Leases as set out in Section 3.17(ii) of the Disclosure Schedule are true and complete. (iii) Except as set forth on SCHEDULE 2.12, all of such leases included on SCHEDULE 2.12 are in full force and effect and constitute valid and binding agreements Section 3.17(iii) of the parties Disclosure Schedule, each member of the Company Group has obtained property ownership certification for the plants, buildings and improvements located on land with respect to which it holds Land Use Rights (and their successors) thereto in accordance with their respective terms. There are no leases, tenancy agreements, easements, covenants, restrictions or any other instruments, agreements or arrangements which create in or confer on any party, other than the Companycollectively, the right to occupy or possess all or any portion of the Real Property or create in or confer on any such party any right, title or interest in or to the Real Property or any portion thereof or any interest therein; no party other than the Company occupies or possesses the Real Property or any portion thereof; there is legal "IMPROVEMENTS"). The Improvements and adequate ingress and egress between each tract of Real Property and an adjacent (or, if none, the closest) public roadway; the Real Property is properly zoned in order to allow its current use in the Company's businesses; and there are no claims or demands pending or threatened by any party against the Real Property which, if valid, would create in, or confer on, any party other than the Company, any right, title or interest in or to the Real Property or any portion thereof. None of the buildings, structures or improvements described on SCHEDULE 2.12, or the operation thereof are part of a construction project plan approved by the applicable construction commission for the jurisdiction where the Improvements are located and do not (A) contravene any Applicable Law relating to zoning or maintenance thereof as now operated building or maintained, contravenes any zoning ordinance or other administrative regulation or violates (B) violate any restrictive covenant or any provision provision, in the case of laweither (i) or (ii), the effect of which would materially could interfere with or prevent their the continued use of such Improvements for the purposes purpose for which they are now being used or would adversely affect used. All of the value thereof or Improvements are in good operating condition and in a state of reasonable maintenance and repair (except for ordinary wear and tear) and are adequate for the interest conduct of the business of each member of the Company thereinGroup as currently conducted. (iv) Each of the Land Use Rights and the Improvements is free and clear of any and all encumbrances except for those identified in Section 3.17(iv) of the Disclosure Schedule. The Stockholder has furnished to LandCARE a A true and correct complete copy of all owner's policies each of title insurance and surveys pertaining the agreements relating to the encumbrances identified in Section 3.17(iv) of the Disclosure Schedule (the "MORTGAGES") has been delivered to each of the Investors. (v) Except as set forth in Section 3.17(v) of the Disclosure Schedule, none of the Company Group uses any real property owned by in the Company.conduct of its business except insofar as it holds valid Land Use Rights or has secured a Lease with respect thereto. No default or event of default on the part of any member of the Company Group or event which, with the giving of notice or passage of time or both, would constitute a default or event of default has occurred and is continuing unremedied or unwaived under the terms of any of the Land Use Rights, the Leases or Mortgages. There exists no pending or threatened condemnation, confiscation, dispute, claim, demand or similar proceeding with respect to, or which could materially and adversely affect, the continued use and enjoyment of any Land Use Right,

Real Property. SCHEDULE 2.12 includes (a) Neither the Company nor any of its Subsidiaries owns any real property. The Disclosure Schedule contains a complete and accurate list of all real property owned or leased by the Company at the date hereof (the "Real Property"), and all other real property, if any, used by the Company in the conduct of its business. True, complete and correct copies locations of all leases and agreements with respect to Real Property leased by the Company or any of the Subsidiaries and the name and address of the lessor and, if a Person different than such lessor, the manager thereof. The Company and the Seller have been delivered or caused to be delivered to LandCAREthe Purchaser true and complete copies of all Contracts relating to Real Property (including, without limitation, all leases and all management, service, supply, security, maintenance and similar Contracts, and an indication as all attornment Contracts, subordination Contracts or similar Contracts, and all other Contracts affecting or relating to the use and quiet and peaceful enjoyment of the Real Property) to which the Company or any of its Subsidiaries is a party or is otherwise bound or subject, and, in each case, all amendments thereof, which relate to or affect any of the Real Property. Except for the leases pertaining to the Real Property identified in and attached to the Disclosure Schedule, the Seller, the Company or any of its Subsidiaries is a party to any Contract that commits or purports to commit the Company or any of its Subsidiaries to purchase or otherwise acquire or lease any real property including, without limitation, the Real Property. (b) Each Contract relating to or affecting the Real Property (i) is in full force and effect, (ii) affords the Company or such propertiesSubsidiary, if anyas the case may be, are currently ownedpeaceful, undisturbed and exclusive possession of the applicable Real Property, (iii) is free of all Adverse Claims, and (iv) constitutes a valid and binding obligation of, and is enforceable in accordance with its terms against, the respective parties thereto. (c) The Company and each of its Subsidiaries has performed the obligations required to be performed by it to date under all Contracts relating to or affecting the Real Property and is not in default or breach thereof. In addition, no party to any such Contract (i) has provided any notice to the Company or any of its Subsidiaries of its intent to terminate or not renew any such Contract, (ii) to the knowledge of the Company and the Seller, has threatened to terminate or not renew any such Contract or (iii) is, to the knowledge of the Company and the Seller, in breach or default under any provision thereof, and, to the knowledge of the Company and the Seller, no event or condition has occurred, whether with or without the passage of time or the giving of notice, or were formerly ownedboth, by that would constitute such a breach or default. (d) The Real Property is (i) in good condition and repair and there has been no damage, destruction or loss to any of the Stockholder Real Property that remains unremedied to date (ordinary wear and tear excepted) and (ii) suitable to carry out each of the Company's and its Subsidiaries' respective Business as conducted thereon. (e) There are no condemnation, appropriation or other proceedings involving any affiliates taking of the Real Property pending, or to the knowledge of the Company or the Stockholder is included Seller, threatened, against any of the Real Property. (f) The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not (i) result in SCHEDULE 2.12. All leases or give to any Person any right of termination, non-renewal, cancellation, withdrawal, acceleration or modification in or with respect to any Contract relating to or affecting the Real Property, (ii) result in or give to any Person any additional rights or entitlement to increased, additional, accelerated or guaranteed rent or payments under any such Contract or (iii) result in the creation or imposition of any Adverse Claim upon the Company or any of its Subsidiaries or any of their respective assets under the terms of any such Contract. (g) The Disclosure Schedule indicates a summary description of all plans or projects involving the opening of new operations, expansion of any existing operations or the acquisition of any Real Property, the lease of Real Property leased or acquisition of new businesses, with respect to which the Company or any Subsidiary has made any expenditure in the two-years prior to the date of this Agreement in excess of $10,000, or which if pursued by the Company from the Stockholder or any affiliate would require additional expenditures of the Stockholder has been terminated. Except as set forth on SCHEDULE 2.12, all capital in excess of such leases included on SCHEDULE 2.12 are in full force and effect and constitute valid and binding agreements of the parties (and their successors) thereto in accordance with their respective terms. There are no leases, tenancy agreements, easements, covenants, restrictions or any other instruments, agreements or arrangements which create in or confer on any party, other than the Company, the right to occupy or possess all or any portion of the Real Property or create in or confer on any such party any right, title or interest in or to the Real Property or any portion thereof or any interest therein; no party other than the Company occupies or possesses the Real Property or any portion thereof; there is legal and adequate ingress and egress between each tract of Real Property and an adjacent (or, if none, the closest) public roadway; the Real Property is properly zoned in order to allow its current use in the Company's businesses; and there are no claims or demands pending or threatened by any party against the Real Property which, if valid, would create in, or confer on, any party other than the Company, any right, title or interest in or to the Real Property or any portion thereof. None of the buildings, structures or improvements described on SCHEDULE 2.12, or the operation or maintenance thereof as now operated or maintained, contravenes any zoning ordinance or other administrative regulation or violates any restrictive covenant or any provision of law, the effect of which would materially interfere with or prevent their continued use for the purposes for which they are now being used or would adversely affect the value thereof or the interest of the Company therein. The Stockholder has furnished to LandCARE a true and correct copy of all owner's policies of title insurance and surveys pertaining to the real property owned by the Company$10,000.

Real Property. SCHEDULE 2.12 includes a list of all real property owned or leased by (a) The Lessee currently leases the Company at Transferred Real Property and has good and valid title to the date hereof (leasehold estate in the "Transferred Real Property"), free and all clear of any Liens, except for Permitted Liens. The Seller has heretofore delivered to the Purchaser a true and complete copy of the Transferred Lease (including each amendment, supplement and other real property, if any, used by modification thereto and any guaranty thereof) and the Company in Transferred Lease constitutes the conduct of its business. True, complete entire agreement between the Lessee and correct copies of all leases and agreements the Lessor with respect to the Transferred Real Property leased Property. Neither the Lessee, nor, to the knowledge of the Seller, any other party to the Transferred Lease is in default in any material respect under the terms of the Transferred Lease and all rent and other sums and charges currently due and payable by the Company Lessee pursuant to the Transferred Lease have been delivered to LandCAREpaid. The Lessee is in peaceful and undisturbed possession of the Transferred Real Property, and an indication as to which such properties, if any, there are currently owned, or were formerly owned, by the Stockholder or any affiliates of the Company or the Stockholder is included in SCHEDULE 2.12. All leases relating to Real Property leased by the Company from the Stockholder or any affiliate of the Stockholder has been terminated. Except as set forth on SCHEDULE 2.12, all of such leases included on SCHEDULE 2.12 are in full force and effect and constitute valid and binding agreements of the no parties (and their successors) thereto in accordance with their respective terms. There are no leases, tenancy agreements, easements, covenants, restrictions or any other instruments, agreements or arrangements which create in or confer on any party, other than the Company, the right to occupy or possess all or Lessee) in possession of any portion of the Transferred Real Property. Except as disclosed in the Transferred Lease, the Lessee has not exercised or given any notice of exercise, received any notice of exercise by the Lessor of, nor has the Lessor exercised, any option, right of first refusal or right of first offer contained in the Transferred Lease, including any such option or right pertaining to purchase, expansion, renewal, extension, termination or relocation of the Transferred Real Property or create in Transferred Lease, as applicable. The Lessee is not a sublessor or confer on grantor under any such party sublease or other instrument granting to any rightother Person any right to the possession, title lease, occupancy or enjoyment of the Transferred Real Property (or portion thereof or interest in therein). (b) To the knowledge of the Seller, there is no pending or to threatened condemnation, eminent domain proceeding, administrative action, sale or other disposition of the Transferred Real Property or any portion part thereof or any interest therein; no party other than the Company occupies or possesses the Real Property or any portion thereof; there is legal and adequate ingress and egress between each tract of Real Property and an adjacent (or, if none, the closest) public roadway; the Real Property is properly zoned in order to allow its current use in the Company's businesses; and there are no claims or demands pending or threatened by any party against the Real Property which, if valid, would create in, or confer on, any party other than the Company, any right, title or interest in or to the Real Property or any portion thereof. None of the buildings, structures or improvements described on SCHEDULE 2.12, or the operation or maintenance thereof as now operated or maintained, contravenes any zoning ordinance or other administrative regulation or violates any restrictive covenant or any provision of law, the effect of which would materially interfere with or prevent their continued use for the purposes for which they are now being used or would adversely affect the value thereof or the interest of the Company therein. The Stockholder has furnished to LandCARE a true and correct copy of all owner's policies of title insurance and surveys pertaining to the real property owned by the Company.

Real Property. SCHEDULE 2.12 includes (a) Schedule 4.19 sets forth a true, correct and complete list of all real property owned leases, subleases or licenses pursuant to which the Company is a lessor, lessee, sublessor, sublessee, licensor or licensee, in each case as amended through the date hereof, which list includes the effective date of such lease, the street address, the identity of the lessors, lessees, sublessors, sublessees, licensors or licensees, or with respect to which a Company has guarantied the obligations of any other Person, the term thereof (referencing applicable extension or renewal periods, the rent payment terms, maximum potential exposure and the current use). The Company has delivered to Buyer true, correct and complete copies of each such lease, sublease or license. The real property interests described or listed on Schedule 4.19 (the “Company Properties”) constitutes all of the interests in real property owned, leased or otherwise held for use by the Company. The Company does not own any real property. (b) Each lease of premises utilized by the Company at or in connection with the date hereof (the "Real Property")Business is legal, valid and binding in all other real property, if any, used by material respects on the Company and, to the Knowledge of the Company, legal, valid and binding in all material respects on the conduct other party or parties thereto. The Company is a tenant or possessor in good standing thereunder, free of its business. True, complete and correct copies of all leases and agreements with respect to Real Property leased by any material default or breach on the Company have been delivered to LandCARE, and an indication as to which such properties, if any, are currently owned, or were formerly owned, by the Stockholder or any affiliates part of the Company and, to the Knowledge of the Company, free of any material default or breach on the Stockholder is included in SCHEDULE 2.12. All leases relating to Real Property leased by part of the lessors thereunder, and the Company from quietly enjoys the Stockholder or any affiliate of the Stockholder has been terminated. premises provided for therein. (c) Except as set forth on SCHEDULE 2.12Schedule 4.19, all no consent of such leases included on SCHEDULE 2.12 are any Person to any lease, sublease, license or mortgage is required in full force and effect and constitute valid and binding agreements connection with the consummation of the parties transactions contemplated by this Agreement, the other Transaction Documents or the sale of the Stock, and the consummation of the transactions contemplated by this Agreement, the other Transaction Documents, or the sale of the Stock is not prohibited by, or does not constitute a default under, any such lease, sublease, license or mortgage. (and their successorsd) thereto Except as set forth in accordance with their respective termsSchedule 4.19, there are no eminent domain proceedings pending or, to the Knowledge of the Company, threatened against any Company Property. There are no leasespending or, tenancy agreements, easements, covenants, restrictions or any other instruments, agreements or arrangements which create in or confer on any party, other than to the Knowledge of the Company, contemplated, zoning changes, “floor area ratio” changes, variances, special zoning exceptions, conditions or agreements which have or would reasonably be expected to have a Material Adverse Effect. Public utilities currently serve all utility requirements necessary for the right to occupy or possess all or any portion of the Real Property or create in or confer on any such party any right, title or interest in or to the Real Property or any portion thereof or any interest therein; no party other than the Company occupies or possesses the Real Property or any portion thereof; there is legal and adequate ingress and egress between each tract of Real Property and an adjacent (or, if none, the closest) public roadway; the Real Property is properly zoned in order to allow its current use in the Company's businesses; and there are no claims or demands pending or threatened by any party against the Real Property which, if valid, would create in, or confer on, any party other than the Company, any right, title or interest in or to the Real Property or any portion thereofof all Company Property. None of the buildings, structures or improvements described on SCHEDULE 2.12, or the operation or maintenance thereof as now operated or maintained, contravenes any zoning ordinance or other administrative regulation or violates any restrictive covenant or any provision of law, the effect of which would materially interfere with or prevent their continued use for the purposes for which they are now being used or would adversely affect the value thereof or the interest All of the Company therein. The Stockholder has furnished to LandCARE a true Properties are currently zoned in the zoning category which permits operation of such properties as now used, operated and correct copy maintained for the operation of all owner's policies the Business, and none of title insurance and surveys pertaining to the real property owned by the Companysuch Company Properties nor its respective use is in violation of any local governmental rule, ordinance, regulation or building code.

Real Property. SCHEDULE 2.12 includes (a) The Acquired Companies do not own any real property. No Acquired Company is obligated under or a list party to any option, right of all first refusal or other contractual right to purchase, acquire, sell, assign or dispose of any real property owned or leased by the Company at the date hereof (the "Real Property"), and all other real property, if any, used by the Company in the conduct of its business. True, complete and correct copies of all leases and agreements with respect to Real Property leased by the Company have been delivered to LandCARE, and an indication as to which such properties, if any, are currently owned, or were formerly owned, by the Stockholder or any affiliates of the Company or the Stockholder is included in SCHEDULE 2.12. All leases relating to Real Property leased by the Company from the Stockholder or any affiliate of the Stockholder has been terminated. Except as set forth on SCHEDULE 2.12, all of such leases included on SCHEDULE 2.12 are in full force and effect and constitute valid and binding agreements of the parties (and their successors) thereto in accordance with their respective terms. There are no leases, tenancy agreements, easements, covenants, restrictions or any other instruments, agreements or arrangements which create in or confer on any party, other than the Company, the right to occupy or possess all or any portion of the Real Property or create in or confer on any such party any right, title or interest in or to the Real Property or any portion thereof or any interest therein; no party . Each Acquired Company has a good and valid leasehold, license or other than similarly applicable interest in each parcel of real property leased, subleased, licensed or otherwise used or occupied by such Acquired Company (the “Leased Real Property”). Section 3.12(a) of the Company occupies Disclosure Schedule contains a true, correct and complete list of each item of Leased Real Property, including the street address of the Leased Real Property and the name of the third party lessor thereof. (b) Section 3.12(b) of the Company Disclosure Schedule lists each lease, sublease, license or possesses other occupancy agreement or arrangement relating to the Leased Real Property (each, a “Real Property Lease”). (c) The Leased Real Property is not subject to any Liens, except for Permitted Liens. No Acquired Company has received any written notice of a material violation of any Real Property Lease and, since the date that is twelve (12) months prior to the date of this Agreement, no Acquired Company has received any written notice of a material violation of any ordinance, regulation or building, zoning or other similar law with respect to the Leased Real Property. No Acquired Company has received any written notice of any expiration of, pending expiration of, changes to, or pending changes to any material entitlement relating to the Leased Real Property and there is no condemnation, special assessment or the like pending or, to the Knowledge of the Company, threatened with respect to any of the Leased Real Property. Each Acquired Company has the right to use and occupy the Leased Real Property for the full term of the Real Property or any portion thereof; there is legal and adequate ingress and egress between each tract of Real Property and an adjacent (or, if none, the closest) public roadway; the Real Property is properly zoned in order to allow its current use in the Company's businesses; and there are no claims or demands pending or threatened by any party against the Real Property which, if valid, would create in, or confer on, any party other than the Company, any right, title or interest in or to the Real Property or any portion thereof. None of the buildings, structures or improvements described on SCHEDULE 2.12, or the operation or maintenance thereof as now operated or maintained, contravenes any zoning ordinance or other administrative regulation or violates any restrictive covenant or any provision of law, the effect of which would materially interfere with or prevent their continued use for the purposes for which they are now being used or would adversely affect the value thereof or the interest of the Company therein. The Stockholder has furnished to LandCARE a true and correct copy of all owner's policies of title insurance and surveys pertaining to the real property owned by the CompanyLease relating thereto.

Real Property. SCHEDULE 2.12 includes (a) Neither the Company nor any of its Subsidiaries owns or has ever owned any real property. (b) Section 3.19(b) of the Company Disclosure Schedule contains a list of all material real property owned currently leased, used, or leased occupied by the Company at the date hereof or any Subsidiary (the "“Leased Real Property")”) and each of the material leases, and all subleases, licenses, or other real propertyagreements (collectively, if any, used by the “Leases”) to which the Company or any Subsidiary is a party. The Company has made available to Parent true, correct and complete in the conduct of its business. True, complete and correct all material respects copies of all leases Leases (including all material modifications, amendments, supplements, consents, waivers and agreements with respect to Real Property leased by side letters thereto). To the Company have been delivered to LandCARECompany’s Knowledge, and an indication as to which such properties, if any, are currently owned, or were formerly owned, by the Stockholder or any affiliates of the Company or the Stockholder each Lease is included in SCHEDULE 2.12. All leases relating to Real Property leased by the Company from the Stockholder or any affiliate of the Stockholder has been terminated. Except as set forth on SCHEDULE 2.12, all of such leases included on SCHEDULE 2.12 are in full force and effect and constitute valid and binding agreements of the parties (and their successors) thereto in accordance with their respective its terms. There are no leases, tenancy agreementsand the Company or Subsidiary which is a party thereto holds a valid leasehold estate in the Leased Real Property described therein, easements, covenants, restrictions free and clear of all Liens (other than Permitted Encumbrances). (c) Section 3.19(c) of the Company Disclosure Schedule contains a list in all material respects of all of the existing Leases entered into by the Company or any other instruments, agreements or arrangements which create in or confer on of its Subsidiaries granting to any partyPerson, other than the Company, the right to occupy or possess all Company or any portion of its Subsidiaries, any subleasehold estate, license to use or occupy, or other right, now or in the future, in any of the Leased Real Property (d) Neither the Company nor any of its Subsidiaries is in breach of or default under, or has received written notice of any breach of or default under, any Lease, and, to the Company’s Knowledge, no event has occurred that with notice or lapse of time or both would constitute a breach or default thereunder by the Company or any of its Subsidiaries or any other party thereto. (e) To the Company’s Knowledge, each Leased Real Property or create (including the operating systems serving such property) is in or confer on any such party any rightreasonably good operating condition and repair, title or interest in or to the Real Property or any portion thereof or any interest therein; no party other than the Company occupies or possesses the Real Property or any portion thereof; there is legal and adequate ingress and egress between each tract of Real Property and an adjacent (orwater-tight, if nonefree from material structural, the closest) public roadway; the Real Property is properly zoned in order to allow its current use in the Company's businesses; and there are no claims or demands pending or threatened by any party against the Real Property whichphysical, if validmechanical, would create inelectrical, or confer onplumbing, any party other than the Company, any right, title or interest in or to the Real Property or any portion thereof. None of the buildings, structures or improvements described on SCHEDULE 2.12, or the operation or maintenance thereof as now operated or maintained, contravenes any zoning ordinance roof or other administrative regulation or violates any restrictive covenant or any provision of lawdefects, the effect of which would materially interfere maintained in a manner consistent with or prevent their continued use for the purposes for which they are now being used or would adversely affect the value thereof or the interest of the Company therein. The Stockholder has furnished industry standards generally followed with respect to LandCARE a true and correct copy of all owner's policies of title insurance and surveys pertaining to the real property owned by the Companysimilar property.

Real Property. SCHEDULE 2.12 includes (a) Schedule 4.15(a) contains a complete and accurate list as of the date of this Agreement of all real property owned premises currently leased or leased subleased or otherwise used or occupied by an LLP Company for the operation of the business of an LLP Company at the date hereof (the "“Leased Real Property"”), and of all other real propertycurrent leases, lease guarantees, agreements and documents related thereto, including all amendments, terminations and modifications thereof or waivers thereto (collectively, the “Company Real Property Leases”), as well as the current annual rent and term under each Company Real Property Lease and, if anyapplicable, used by the property identification number. The Company in the conduct has provided to SPAC a true and complete copy of its business. True, complete and correct copies of all leases and agreements with respect to Real Property leased by the Company have been delivered to LandCARE, and an indication as to which such properties, if any, are currently owned, or were formerly owned, by the Stockholder or any affiliates each of the Company or the Stockholder is included in SCHEDULE 2.12. All leases relating to Real Property leased by Leases, and in the case of any oral Company from the Stockholder or any affiliate Real Property Lease, a written summary of the Stockholder has been terminated. Except as set forth on SCHEDULE 2.12, all material terms of such leases included on SCHEDULE 2.12 Company Real Property Lease. The Company Real Property Leases are valid, binding and enforceable against the LLP Company party thereto and, to the Knowledge of the Company, each other party thereto, in accordance with their terms and are in full force and effect and constitute valid and binding agreements (except, in each case, as such enforcement may be limited by the Enforceability Exceptions). To the Knowledge of the parties Company, no event has occurred which (whether with or without notice, lapse of time or both or the happening or occurrence of any other event) would constitute a default on the part of an LLP Company or any other party under any of the Company Real Property Leases, and their successorsno LLP Company has received written or, to the Knowledge of the Company, oral notice of any such condition. (b) thereto Schedule 4.15(b) sets forth a materially correct legal description, exact location and tax identification number of all real property in accordance with which any LLP Company has an ownership interest (the “Owned Real Property”). The Company has provided to SPAC accurate and complete copies of (i) all deeds and other instruments (as recorded) by which the LLP Companies acquired their respective termsinterests in the Owned Real Property and (ii) all title reports, surveys, title policies, encumbrances and appraisals available to the LLP Companies with respect to the Owned Real Property. There are no leasesoutstanding options, tenancy agreements, easements, covenants, restrictions rights of first offer or rights of first refusal to purchase any other instruments, agreements or arrangements which create in or confer on any party, other than the Company, the right to occupy or possess all or any portion of the Real Property or create in or confer on any such party any right, title or interest in or to the Owned Real Property or any portion thereof or any interest therein; no party other than . The LLP Companies have good and marketable fee simple title to the Owned Real Property. (c) Each applicable LLP Company occupies or possesses is in peaceful and undisturbed possession of the Real Property or any portion thereof; there is legal and adequate ingress and egress between each tract of Owned Real Property and an adjacent (orLeased Real Property, if none, the closest) public roadway; the Real Property is properly zoned in order to allow its current use in the Company's businesses; and there are no claims contractual or demands pending legal restrictions that preclude or threatened by restrict the ability in any party against the material respect of any LLP Company to use such Owned Real Property whichor Leased Real Property for the purposes for which it is currently being used. Except as set forth on Schedule 4.15(c), if validno LLP Company has subleased, would create inlicensed or otherwise granted to any Person the right to use or occupy any portion of the Owned Real Property or Leased Real Property, and no LLP Company has received notice, and the Company has no Knowledge, of any claim of any Person to the contrary. (d) Use of the Owned Real Property and the Leased Real Property for the various purposes for which it is presently being used is permitted as of right under applicable urbanization, zoning and other land use Laws and is not subject to “permitted non-conforming” use or structure classifications. All buildings, structures, fixtures and other improvements included in the Owned Real Property or Leased Real Property (collectively, the “Improvements”) are in compliance in all material respects with all applicable Laws, including those pertaining to health and safety, zoning, building and construction requirements as well as accessibility requirements. No part of any Improvement encroaches on, or confer onotherwise conflicts in any material respect with the property rights of, any party real property not included in the Owned Real Property or Leased Real Property, and there are no buildings, structures, fixtures or other than improvements primarily situated on adjoining property which encroach on any part of the Owned Real Property or Leased Real Property, or otherwise conflict in any material respect with the property rights and construction requirements of the LLP Companies. There is no existing or, to the Knowledge of the Company, proposed plan to modify or realign any rightstreet or highway or any existing, title or interest in or proposed or, to the Company’s Knowledge, threatened eminent domain or other public acquisition proceeding that would result in the taking of all or any substantial part of any Owned Real Property or Leased Real Property or that would prevent or hinder in any portion thereof. None material respect the continued use and enjoyment of any Owned Real Property or Leased Real Property as heretofore used in the conduct of the buildingsbusinesses of the LLP Companies. The Improvements are structurally sound, structures or improvements described on SCHEDULE 2.12are in good operating condition and repair, or the operation or maintenance thereof as now operated or maintainedordinary wear and tear excepted, contravenes any zoning ordinance or other administrative regulation or violates any restrictive covenant or any provision of laware free from latent and patent defects, the effect of which would materially interfere with or prevent their continued use are suitable for the purposes for which they are now being used or would adversely affect and currently planned to be used by the value thereof or the interest of the Company therein. The Stockholder has furnished to LandCARE a true and correct copy of all owner's policies of title insurance and surveys pertaining LLP Companies and, to the real property owned by the Company’s Knowledge, have been maintained in accordance with normal industry practice.

Real Property. SCHEDULE 2.12 includes (a) Schedule 2.15(a) sets forth a true, correct and complete list of all real property owned or leased by the any Acquired Company at the date hereof (the "Real PropertyOWNED REAL PROPERTY"). The Acquired Companies have good and marketable title to each of the Owned Real Properties, free and all other real property, if any, used by the Company in the conduct of its business. True, complete and correct copies clear of all leases liens, charges and agreements encumbrances other than liens, charges and encumbrances which do not materially interfere with respect to Real Property leased by the Company have been delivered to LandCARE, Company's use and an indication as to which such properties, if any, are currently owned, or were formerly owned, by the Stockholder or any affiliates enjoyment of the Company Owned Real Properties or materially detract from or diminish the Stockholder is included in SCHEDULE 2.12. All leases relating to Real Property leased by the Company from the Stockholder or any affiliate of the Stockholder has been terminatedvalue thereof. Except as set forth on SCHEDULE 2.12Schedule 2.15(a), there are no purchase options, rights of first refusal or similar rights outstanding with respect to any of the Owned Real Properties. No Acquired Company has received notice of any pending, and to the Company's Knowledge there is no threatened, condemnation with respect to any of the Owned Real Properties. The Company has Delivered to Parent true, correct and complete copies of all leases pursuant to which any Acquired Company leases all or a portion of any Owned Real Property to a third party. Each such leases included on SCHEDULE 2.12 are lease is valid, binding and in full force and effect effect. No termination event or condition or uncured default of a material nature on the part of any Acquired Company or, to the Company's Knowledge, the tenant thereunder exists under any such lease. (b) Schedule 2.15(b) sets forth a true, correct and constitute valid and binding agreements complete list of the parties (and their successors) thereto in accordance with their respective terms. There are no all leases, tenancy agreements, easements, covenants, restrictions subleases and other agreements under which any Acquired Company uses or any other instruments, agreements occupies or arrangements which create in or confer on any party, other than the Company, has the right to occupy use or possess occupy, now or in the future, any real property (the "REAL PROPERTY LEASES"). The Company has Delivered to Parent true, correct and complete copies of all Real Property Leases (including all modifications, amendments, supplements, waivers and side letters thereto). Each Real Property Lease is valid, binding and in full force and effect, all rent and other sums and charges payable by any Acquired Company as tenants thereunder are current. No termination event or condition or uncured default of a material nature on the party of any portion Acquired Company or, to the Company's Knowledge, the landlord thereunder exists under any Real Property Lease. Each Acquired Company has a good and valid leasehold interest in each parcel of real property leased by it free and clear of all mortgages, pledges, liens, encumbrances and security interests, except (i) those reflected or reserved against in the current Company Financial Statements, (ii) Taxes and general and special assessments not in default and payable without penalty and interest, and (iii) other liens, mortgages, pledges, encumbrances and security interests which do not materially interfere with any Acquired Company's use and enjoyment of such real property or materially detract from or diminish the value thereof. No Acquired Company has received notice of any pending, nor is there to Company's Knowledge any threatened, condemnation with respect to any property leased pursuant to any of the Real Property or create in or confer on any such party any right, title or interest in or to the Real Property or any portion thereof or any interest therein; no party other than the Company occupies or possesses the Real Property or any portion thereof; there is legal and adequate ingress and egress between each tract of Real Property and an adjacent (or, if none, the closest) public roadway; the Real Property is properly zoned in order to allow its current use in the Company's businesses; and there are no claims or demands pending or threatened by any party against the Real Property which, if valid, would create in, or confer on, any party other than the Company, any right, title or interest in or to the Real Property or any portion thereof. None of the buildings, structures or improvements described on SCHEDULE 2.12, or the operation or maintenance thereof as now operated or maintained, contravenes any zoning ordinance or other administrative regulation or violates any restrictive covenant or any provision of law, the effect of which would materially interfere with or prevent their continued use for the purposes for which they are now being used or would adversely affect the value thereof or the interest of the Company therein. The Stockholder has furnished to LandCARE a true and correct copy of all owner's policies of title insurance and surveys pertaining to the real property owned by the CompanyLeases.

Real Property. SCHEDULE 2.12 includes (a) Schedule 5.16(a) sets forth a true, correct and complete list of all real property owned or leased by to which the Company at or any Subsidiary has legal or equitable fee title (the date hereof "Owned Realty"), and sets forth for each such Owned Realty the name of the fee owner of such property. (b) The Company or one of its Subsidiaries has good and marketable fee title to the Owned Realty and good leasehold title to the Leased Realty, in each case, free and clear of any and all Liens (except Permitted Liens and those Liens set forth on Schedule 5.16(b)). (c) Schedule 5.16(c) sets forth a true, correct and complete list of all leases, subleases and other agreements under which the Company or any of its Subsidiaries leases, uses or occupies or has the right to use or occupy any real property, and for which its annual rental obligations exceed $50,000 (the "Leases"; the property demised under such Leases is referred to herein as the "Leased Realty"; the Leased Realty, together with the Owned Realty is referred to as the "Real Property")) including, and all other real property, if any, used by the Company in the conduct of its business. True, complete and correct copies of all leases and agreements with respect to Real Property leased by each lease, the Company have been delivered to LandCAREdate of each lease and any amendments thereto, the names of the parties, and an indication as to which such properties, if any, are currently owned, or were formerly owned, by the Stockholder or any affiliates address of the Company or the Stockholder leased property, but excluding Leases with respect to warehouses and other storage facilities. Each Lease is included in SCHEDULE 2.12. All leases relating to Real Property leased by the Company from the Stockholder or any affiliate of the Stockholder has been terminated. Except as set forth on SCHEDULE 2.12, all of such leases included on SCHEDULE 2.12 are in full force and effect and constitute is the valid and binding agreements obligation of the parties (and their successors) each party thereto in accordance with their respective its terms. There are no leases, tenancy agreements, easements, covenants, restrictions is not under any Lease any existing material default by the Company or any other instrumentsSubsidiaries or, agreements or arrangements which create in or confer on any party, other than to the knowledge of the Company, any other party thereto, or, to the right knowledge of the Company, any condition or event which, with notice or lapse of time, or both, would constitute such a default. The Company and its Subsidiaries have not entered into any subleases, arrangements, licenses or other agreements relating to occupy the use or possess occupancy of all or any portion of the Real Property other than the Leases and the subleases, arrangements, licenses and other such agreements listed on Schedule 5.16(c). (d) Except as would not, individually or create in the aggregate, reasonably be expected to have a Material Adverse Effect, and except as set forth on Schedule 5.16(d), to the knowledge of the Company, there are no (i) violations of building codes and/or zoning ordinances or confer other governmental or regulatory laws affecting the Real Property, (ii) existing, pending or threatened condemnation proceedings affecting the Real Property, (iii) existing, pending or threatened zoning, building or other moratoria proceedings, restrictive allocations or similar matters affecting the use of the Real Property. Neither the Company nor any Subsidiary has any outstanding payment obligations to contractors, mechanics, workmen, repairmen, or other like service providers for alterations, improvements or repairs performed at the Real Property, which obligations are more than 90 days past due and which are in the aggregate greater than $1,000,000. (e) To the knowledge of the Company, the buildings and improvements on any such party any right, title or interest in or to the Real Property are in all material respects in good operating condition, ordinary wear and tear excepted, and are adequate and suitable for their current uses and purposes. Each Real Property has adequate rights of access to dedicated public ways and is served by water, electric, sewer, sanitary sewer and storm drain facilities. (f) Except as set forth on Schedule 5.16(f), there are no rights of first refusal or options to purchase in effect with respect to all or any portion thereof or any interest therein; no party other than of the Company occupies or possesses the Real Property or any portion thereof; there is legal and adequate ingress and egress between each tract of Real Property and an adjacent (material Owned Realty or, if none, to the closest) public roadway; the Real Property is properly zoned in order to allow its current use in the Company's businesses; and there are no claims or demands pending or threatened by any party against the Real Property which, if valid, would create in, or confer on, any party other than knowledge of the Company, any rightthe material Leased Realty. (g) To the knowledge of the Company, title or interest in or there is no legal impediment to the use of each Real Property or any portion thereof. None that is currently used as a hospital that would impair use of the buildings, structures or improvements described on SCHEDULE 2.12, or same as a hospital. (h) The Company has not received written notice of any material default under the operation or maintenance thereof as now operated or maintained, contravenes any zoning ordinance or other administrative regulation or violates any restrictive covenant or any provision of law, the effect of which would materially interfere with or prevent their continued use for the purposes for which they are now being used or would adversely affect the value thereof or the interest of the Company therein. The Stockholder has furnished to LandCARE a true and correct copy of all owner's policies of title insurance and surveys pertaining to the real property owned by the CompanyMOB Mortgages.

Real Property. SCHEDULE 2.12 includes Neither the Company nor any of its Subsidiaries owns any real property or is a party to any Contract to purchase any real property or interest therein. Schedule 4.15(ii) of the Company Disclosure Letter contains a list of all of the real property owned leased or leased subleased by the Company at and any of its Subsidiaries (collectively, the date hereof (the "“Company Leased Real Property"”). The Company and its Subsidiaries have valid leasehold estates in the Company Leased Real Property (whether as tenant, and all subtenant or pursuant to other real property, if any, used occupancy arrangements) by the Company in the conduct or any of its businessSubsidiaries free and clear of all Encumbrances, except Permitted Encumbrances. TrueThe Company has made available to Parent true, complete accurate and correct copies of all leases and agreements each Contract under which the Company or any of its Subsidiaries is the landlord, sublandlord, tenant, subtenant, or occupant with respect to the Company Leased Real Property leased by the (each, a “Company have been delivered to LandCAREReal Property Lease”), including all material amendments, modifications, supplements, guarantees and side letters thereto, and an indication as to which such properties, if any, are currently owned, or were formerly owned, by the Stockholder or any affiliates of the each Company or the Stockholder is included in SCHEDULE 2.12. All leases relating to Real Property leased by the Company from the Stockholder or any affiliate of the Stockholder has been terminated. Except as set forth on SCHEDULE 2.12, all of such leases included on SCHEDULE 2.12 are Lease is in full force and effect and constitute is valid and binding agreements enforceable against the Company or such Subsidiary and, to the knowledge of the parties (and their successors) thereto in accordance with their respective terms. There are no leases, tenancy agreements, easements, covenants, restrictions or any other instruments, agreements or arrangements which create in or confer on any party, other than the Company, the right other parties thereto, in accordance with its terms, subject, as to occupy enforceability, to the Enforceability Exceptions. Except as would not, individually or possess all or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, neither the Company nor any portion of the Real Property or create in or confer on any such party any rightits Subsidiaries, title or interest in or to the Real Property or any portion thereof or any interest therein; no party other than the Company occupies or possesses the Real Property or any portion thereof; there is legal and adequate ingress and egress between each tract knowledge of Real Property and an adjacent (or, if none, the closest) public roadway; the Real Property is properly zoned in order to allow its current use in the Company's businesses; and there are no claims or demands pending or threatened by any party against the Real Property which, if valid, would create in, or confer on, any party other than the Company, any rightother party thereto, title or interest in or has received written notice of any default under any Company Real Property Lease and, to the knowledge of the Company, no facts or circumstances exist which with the passage of time and/or notice would constitute a default under any Company Real Property or any portion thereofLease. None There is no pending or, to the knowledge of the buildingsCompany, structures threatened, condemnation or improvements described on SCHEDULE 2.12, or the operation or maintenance thereof as now operated or maintained, contravenes eminent domain Proceedings that affect any zoning ordinance or other administrative regulation or violates any restrictive covenant or any provision of law, the effect of which would materially interfere with or prevent their continued use for the purposes for which they are now being used or would adversely affect the value thereof or the interest of the Company therein. The Stockholder has furnished to LandCARE a true and correct copy of all owner's policies of title insurance and surveys pertaining to the real property owned by the CompanyLeased Real Property.

Real Property. SCHEDULE 2.12 includes (a) Neither the Company nor any Subsidiary of the Company owns any direct or indirect interest in any real property, other than as and to the extent disclosed in Section 4.16(a) of the Company Disclosure Letter, and neither the Company nor any Subsidiary of the Company is a party to any Contract for the purchase or acquisition of any direct or indirect interest in any real property. (b) Section 4.16(b) of the Company Disclosure Letter contains an accurate and complete list of all real property owned or leased by the Company at the date hereof Contracts (the "Real Property")each, together with all amendments, modifications, supplements, renewals, extensions, guaranties and all other real property, if any, used by the Company in the conduct of its business. True, complete and correct copies of all leases and agreements with respect to thereto, collectively, a “Real Property leased by the Company have been delivered to LandCARE, and an indication as Lease”) pursuant to which such properties, if any, are currently owned, or were formerly owned, by the Stockholder or any affiliates of the Company or any of the Stockholder is included in SCHEDULE 2.12Subsidiaries leases, subleases, licenses, sublicenses, uses or occupies real property as tenant, lessee or sublessee (as applicable) (the “Leased Real Property”) as of the date of this Agreement. All leases relating to Each Real Property leased by Lease (assuming due power and authority of, and due execution and delivery by, the Company from the Stockholder other party or any affiliate of the Stockholder has been terminated. Except as set forth on SCHEDULE 2.12, all of such leases included on SCHEDULE 2.12 are parties thereto) is in full force and effect and constitute valid is valid, binding and binding agreements enforceable against the Company or the Subsidiaries, as applicable, and to the Knowledge of the parties (and their successors) thereto in accordance with their respective terms. There are no leases, tenancy agreements, easements, covenants, restrictions or any other instruments, agreements or arrangements which create in or confer on any party, other than the Company, the other parties thereto, in accordance with its respective terms, except as enforceability may be limited by the Enforceability Exceptions. None of the Company, its Subsidiaries or, to the Knowledge of the Company, any other party to each Real Property Lease is in material violation or material breach of, or in material default under, nor has there occurred an event or condition that with the passage of time or giving of notice (or both) would constitute a material default under any Real Property Lease. The Company and each of its Subsidiaries, as applicable, has a good and valid leasehold interest in the Leased Real Property, as applicable, free and clear of all Liens other than Company Permitted Liens. The Leased Real Property comprises all of the real property used in the business of the Company and its Subsidiaries as currently conducted. With respect to each Real Property Lease, (i) neither the Company nor any of its Subsidiaries has subleased, licensed, sublicensed or otherwise granted any Person the right to use or occupy or possess all or any portion of the Leased Real Property under such Real Property Lease, and (ii) neither the Company nor any of its Subsidiaries has collaterally assigned or create in or confer on granted any such party any right, title or other security interest in or to the such Real Property or any portion thereof Lease or any interest therein; no party other than the Company occupies or possesses the Real Property or any portion thereof; there is legal and adequate ingress and egress between each tract of Real Property and an adjacent (or, if none, the closest) public roadway; the Real Property is properly zoned in order to allow its current use in the Company's businesses; and there are no claims or demands pending or threatened by any party against the Real Property which, if valid, would create in, or confer on, any party other than the Company, any right, title or interest in or to the Real Property or any portion thereof. None of the buildings, structures or improvements described on SCHEDULE 2.12, or the operation or maintenance thereof as now operated or maintained, contravenes any zoning ordinance or other administrative regulation or violates any restrictive covenant or any provision of law, the effect of which would materially interfere with or prevent their continued use for the purposes for which they are now being used or would adversely affect the value thereof or the interest of the Company therein. The Stockholder has furnished to LandCARE a true and correct copy of all owner's policies of title insurance and surveys pertaining to the real property owned by the Company.

Real Property. SCHEDULE 2.12 includes (a) Neither the Company nor any of its Subsidiaries owns any real property. (b) Section 3.20(b)(i) of the Company Disclosure Letter contains a complete and accurate list of all of the existing leases, subleases, licenses, or other agreements under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy, now or in the future, any real property owned or leased by (collectively, the Company at “Leases” and, such property, the date hereof (the "“Real Property"”), and all other real property, if any, used by the . The Company in the conduct of its business. True, complete has heretofore made available to Parent true and correct copies of all leases Leases. Each Lease is valid and agreements with respect to Real Property leased by binding on the Company have been delivered to LandCARE, and an indication as to which (and/or each such properties, if any, are currently owned, or were formerly owned, by the Stockholder or any affiliates Subsidiary of the Company or Company, as the Stockholder case may be) and is included in SCHEDULE 2.12. All leases relating to Real Property leased by the Company from the Stockholder or any affiliate of the Stockholder has been terminated. Except as set forth on SCHEDULE 2.12, all of such leases included on SCHEDULE 2.12 are in full force and effect effect, and constitute valid and binding agreements neither the Company nor any of its Subsidiaries party thereto, nor, to the Knowledge of the parties (Company, any other party thereto, is in breach of, or default under, any such Lease, and their successorsno event has occurred that with notice or lapse of time or both would constitute such a breach or default thereunder by the Company or any of its Subsidiaries, or, to the Knowledge of the Company, any other party thereto, except in each of the foregoing cases as is not and would not reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole. Neither the Company nor any of its Subsidiaries has received any written notice or other written communication regarding any actual or possible violation or breach of or default under, or intention to cancel or modify, any Lease, except as is not and would not reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole. Section 3.20(b)(ii) thereto in accordance with their respective terms. There are no of the Company Disclosure Letter contains a complete and accurate list of all of the existing leases, tenancy agreementssubleases, easementslicenses, covenants, restrictions or other agreements granting to any other instruments, agreements or arrangements which create in or confer on any partyPerson, other than the CompanyCompany or any of its Subsidiaries, the any material right to occupy use or possess all occupy, now or in the future, any portion of the Real Property. Neither the Company nor any of its Subsidiaries owes broker commissions with respect to any Real Property that have not been accrued on the Balance Sheet and that, individually or create in or confer on any such party any rightthe aggregate, title or interest in or would reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. The Company or its Subsidiaries have valid leasehold estates in the Real Property or any portion thereof or any interest therein; Property, subject to no party Liens other than Permitted Liens, except as, individually or in the aggregate, would not reasonably be expected to be material to the Company occupies or possesses the Real Property or any portion thereof; there is legal and adequate ingress and egress between each tract of Real Property and an adjacent (orits Subsidiaries, if none, the closest) public roadway; the Real Property is properly zoned in order to allow its current use in the Company's businesses; and there are no claims or demands pending or threatened by any party against the Real Property which, if valid, would create in, or confer on, any party other than the Company, any right, title or interest in or to the Real Property or any portion thereof. None of the buildings, structures or improvements described on SCHEDULE 2.12, or the operation or maintenance thereof taken as now operated or maintained, contravenes any zoning ordinance or other administrative regulation or violates any restrictive covenant or any provision of law, the effect of which would materially interfere with or prevent their continued use for the purposes for which they are now being used or would adversely affect the value thereof or the interest of the Company therein. The Stockholder has furnished to LandCARE a true and correct copy of all owner's policies of title insurance and surveys pertaining to the real property owned by the Companywhole.

Real Property. SCHEDULE 2.12 includes (i) Schedule 1.1 contains complete and accurate descriptions of Real Property . (ii) The Company has good, valid and marketable title to all of its properties and assets, including, as applicable, the Project Assets and its properties and assets reflected in any of its financial statements, and has good, valid interests in the Real Property, in each case subject to no Encumbrances, other than Permitted Encumbrances, and there are no options, purchase rights, rights of first refusal or similar rights that would confer on the holder thereof the right to acquire any of the Company’s properties or assets, including any of the Real Property. (iii) Seller has delivered to Purchaser a list correct and complete copy of the Land agreement (as amended to date). With respect to the Land agreement : (A) the Company has performed its obligations thereunder in all real property owned or leased material respects and is not in default thereunder; (B) no defaults are currently alleged in writing thereunder, by the Company at against any other party or parties thereto, nor, to the date hereof (Knowledge of Seller, by any other party or parties thereto against the "Real Property")Company, and no event has occurred or failed to occur or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach or default by the Company, or permit the termination, modification or acceleration of purchase price or other payment or amount under such Land agreement by the other party or parties thereto or to the Knowledge of Seller, would constitute such a breach or default by the other party or parties thereto, or permit the termination, modification or acceleration of purchase price or other payment or amount under such Land agreement by the Company; and (C) such Land agreement is a valid and binding obligation of the Company, as applicable, and to the Knowledge of Seller is a valid and binding obligation of each other party thereto, and is in full force and effect. (iv) To the Knowledge of Seller, all of the Real Property and other real propertyproperties owned, if any, leased or used by the Company that collectively comprise the Project Assets are in good operating condition and repair subject to normal wear and tear. (v) To the conduct Knowledge of its business. TrueSeller, complete and correct copies each parcel of all leases and agreements with respect to Real Property leased by complies in all respects with all real property Laws. There is no pending or, to the Company have been delivered to LandCAREKnowledge of Seller, and an indication as to which such propertiescontemplated, if anyexpropriations, are currently owned, re-plotting or were formerly owned, by the Stockholder or urban renewals of any affiliates of the Company or the Stockholder is included in SCHEDULE 2.12. All leases relating to Real Property leased by the Company from the Stockholder or any affiliate of the Stockholder has been terminated. Except as set forth on SCHEDULE 2.12, all of such leases included on SCHEDULE 2.12 are in full force and effect and constitute valid and binding agreements of the parties Property. (and their successorsvi) thereto in accordance with their respective terms. There are no leasespending or, tenancy agreementsto the Knowledge of Seller, easementsthreatened proceedings to (A) condemn, covenants, restrictions take or any other instruments, agreements or arrangements which create in or confer on any party, other than the Company, the right to occupy or possess all or any portion of the Real Property or create in or confer on any such party any right, title or interest in or to demolish the Real Property or any portion thereof or any interest therein; no party other than the Company occupies or possesses part thereof, (B) declare the Real Property or any portion thereof; there part of it a nuisance or (C) exercise the power of eminent domain or a similar power with respect to all or any part of the Real Property. The Real Property is legal sufficient to enable the Company to conduct its operations in accordance with all Governmental Approvals, Permits and the relevant Transaction Documents and all other existing contracts, including providing adequate ingress and egress between each tract of Real Property for any reasonable purpose, in connection with the operation and an adjacent (or, if none, the closest) public roadway; the Real Property is properly zoned in order to allow its current use in the Company's businesses; and there are no claims or demands pending or threatened by any party against the Real Property which, if valid, would create in, or confer on, any party other than the Company, any right, title or interest in or to the Real Property or any portion thereof. None routine maintenance of the buildings, structures or improvements described on SCHEDULE 2.12, or Project for at least 20 years from the operation or maintenance thereof as now operated or maintained, contravenes any zoning ordinance or other administrative regulation or violates any restrictive covenant or any provision of law, the effect of which would materially interfere with or prevent their continued use for the purposes for which they are now being used or would adversely affect the value thereof or the interest of the Company therein. The Stockholder has furnished to LandCARE a true and correct copy of all owner's policies of title insurance and surveys pertaining to the real property owned by the CompanyCommercial Operation Date.

Real Property. SCHEDULE 2.12 includes The Company does not own any real property used in the business of the Company. Schedule 3.17(a) sets forth (whether as lessee or lessor) the address and a list of all leases (including all amendments, extensions, renewals, guaranties and other agreements with respect thereto) of real property owned or leased by the Company at the date hereof (the "Real Property"), and all other such real property, if any, used by the “Leased Real Property”) to which the Company is a party or by which it is bound, in each case, as of the conduct date of its business. True, complete and correct copies of all leases and agreements with respect to this Agreement (each a “Material Real Property leased by the Company have been delivered to LandCARE, and an indication as to which such properties, if any, are currently owned, or were formerly owned, by the Stockholder or any affiliates of the Company or the Stockholder is included in SCHEDULE 2.12. All leases relating to Real Property leased by the Company from the Stockholder or any affiliate of the Stockholder has been terminatedLease”). Except as set forth on SCHEDULE 2.12Schedule 3.17(a), all (i) each Material Real Property Lease is legal, valid and binding on the Company, and to the knowledge of such leases included the Company, on SCHEDULE 2.12 are the other party thereto and is in full force and effect and constitute valid and binding agreements of the parties (and their successors) thereto effect, enforceable in accordance with their respective terms. There are its terms (subject to the Enforceability Exception); (ii) the Company is not, nor to the knowledge of the Company is the other party thereto, in breach or default under any Material Real Property Lease, and no leasesevent has occurred or circumstance exists which, tenancy agreementswith the delivery of notice, easementsthe passage of time or both, covenantswould constitute such a breach or default, restrictions or permit the termination, modification or acceleration of rent under such Material Real Property Lease; and (iii) the Company has not subleased, licensed or otherwise granted any other instruments, agreements or arrangements which create in or confer on any party, other than the Company, Person the right to use or occupy or possess all or any portion of the Real Property or create in or confer on any such party any right, title or interest in or to the Leased Real Property or any portion thereof or any interest therein; no party other than the Company occupies or possesses the Real Property or any portion thereof; and there is legal and adequate ingress and egress between each tract of Real Property and an adjacent no Person (or, if none, the closest) public roadway; the Real Property is properly zoned in order to allow its current use in the Company's businesses; and there are no claims or demands pending or threatened by any party against the Real Property which, if valid, would create in, or confer on, any party other than the Company, any right, title or interest ) in or to the possession of such Leased Real Property. The Leased Real Property or any portion thereof. None constitutes all of the buildings, structures or improvements described on SCHEDULE 2.12, or the operation or maintenance thereof as now operated or maintained, contravenes any zoning ordinance or other administrative regulation or violates any restrictive covenant or any provision of law, the effect of which would materially interfere with or prevent their continued use for the purposes for which they are now being material real property used or would adversely affect the value thereof or the interest of the Company therein. The Stockholder has furnished to LandCARE a true and correct copy of all owner's policies of title insurance and surveys pertaining to the real property owned occupied by the Company. The Leased Real Property and the material improvements thereon are in good operating condition and repair, subject to ordinary wear and tear. With respect to each Material Real Property Lease, the Company’s possession and quiet enjoyment of the Leased Real Property under such Material Real Property Lease has not been disturbed in any material respect, and to the knowledge of the Company, there are no disputes with respect to such Material Real Property Lease.

Real Property. SCHEDULE 2.12 includes (a) Seller does not own in fee any real property or interest in real property. Section 3.10 of the Seller Disclosure Schedule sets forth a complete list of all real property and interests in real property leased by Seller (individually, a “Real Property Lease” and the real properties specified in such leases being referred to herein individually as a “Seller Property” and collectively as the “Company Properties”) as lessee. The Seller Property constitutes all interests in real property currently used or currently held for use in connection with the Business or which are necessary for the continued operation of the Business as the Business is currently conducted and proposed to be conducted. Seller has a valid and enforceable leasehold interest under each of the Real Property Leases, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). Seller has not received any written notice of any default or event that with notice or lapse of time, or both, would constitute a default under any of the Real Property Leases and Seller and, to Seller’s Knowledge, each other party thereto is in compliance in all material respects with all obligations of such party thereunder. All of the Seller Property, buildings, fixtures and improvements thereon owned or leased by Seller are in good operating condition and repair (subject to normal wear and tear). Seller has delivered or otherwise made available to Purchaser true, correct and complete copies of the Company at the date hereof (the "Real Property")Property Leases, and together with all other real propertyamendments, modifications or supplements, if any, used by thereto. (b) Seller has all material certificates of occupancy and Permits of any Governmental Body necessary or useful for the Company current use and operation of each Seller Property, and Seller has fully complied with all material conditions of the Permits applicable to it. 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 conduct due observance of its business. Trueany Permit. (c) To the Knowledge of Seller, complete and correct copies of all leases and agreements with respect to Real there does not exist any actual or threatened or contemplated condemnation or eminent domain proceeding that affects Seller Property leased by the Company have been delivered to LandCAREor any part thereof, and an indication as to which such propertiesSeller has not received any notice, if anyoral or written, are currently owned, or were formerly owned, by the Stockholder or any affiliates of the Company intention of any Governmental Body or the Stockholder is included in SCHEDULE 2.12. All leases relating other Person to Real Property leased by the Company from the Stockholder take or any affiliate of the Stockholder has been terminated. Except as set forth on SCHEDULE 2.12, all of such leases included on SCHEDULE 2.12 are in full force and effect and constitute valid and binding agreements of the parties (and their successors) thereto in accordance with their respective terms. There are no leases, tenancy agreements, easements, covenants, restrictions or any other instruments, agreements or arrangements which create in or confer on any party, other than the Company, the right to occupy or possess use all or any portion of the Real Property or create in or confer on any such party any right, title or interest in or to the Real Property or any portion thereof or any interest therein; no party other than the Company occupies or possesses the Real Property or any portion part thereof; there is legal and adequate ingress and egress between each tract of Real Property and an adjacent (or, if none, the closest) public roadway; the Real Property is properly zoned in order to allow its current use in the Company's businesses; and there are no claims or demands pending or threatened by any party against the Real Property which, if valid, would create in, or confer on, any party other than the Company, any right, title or interest in or to the Real Property or any portion thereof. None of the buildings, structures or improvements described on SCHEDULE 2.12, or the operation or maintenance thereof as now operated or maintained, contravenes any zoning ordinance or other administrative regulation or violates any restrictive covenant or any provision of law, the effect of which would materially interfere with or prevent their continued use for the purposes for which they are now being used or would adversely affect the value thereof or the interest of the Company therein. The Stockholder has furnished to LandCARE a true and correct copy of all owner's policies of title insurance and surveys pertaining to the real property owned by the Company.

Real Property. SCHEDULE 2.12 includes Except as would not reasonably be expected to have, individually or in the aggregate, a list Company Material Adverse Effect and with respect to clauses (a) and (b), except with respect to any of Company’s Oil and Gas Properties, (a) Company and its Subsidiaries have good, valid and defensible title to all real property owned by Company or leased by any of its Subsidiaries (collectively, the “Company at the date hereof (the "Owned Real Property")”) and valid leasehold estates in all real property leased or subleased or otherwise occupied (whether as tenant, subtenant or pursuant to other occupancy arrangements) by Company or any Subsidiary of Company (collectively, including the improvements thereon, the “Company Material Leased Real Property”) free and all other real property, if any, used by the Company in the conduct of its business. True, complete and correct copies clear of all leases Encumbrances and agreements defects and imperfections, except Permitted Encumbrances, (b) each agreement under which Company or any Subsidiary of Company is the landlord, sublandlord, tenant, subtenant, or occupant with respect to the Company Material Leased Real Property leased by the (each, a “Company have been delivered to LandCARE, and an indication as to which such properties, if any, are currently owned, or were formerly owned, by the Stockholder or any affiliates of the Company or the Stockholder is included in SCHEDULE 2.12. All leases relating to Material Real Property leased by the Company from the Stockholder or any affiliate of the Stockholder has been terminated. Except as set forth on SCHEDULE 2.12, all of such leases included on SCHEDULE 2.12 are Lease”) is in full force and effect and constitute is valid and binding agreements of enforceable against the parties (and their successors) thereto thereto, in accordance with their respective its terms. There are no leases, tenancy agreementssubject, easementsas to enforceability, covenantsto Creditors’ Rights, restrictions and neither Company nor any of its Subsidiaries, or to the knowledge of Company, any other instrumentsparty thereto, agreements has received written notice of any default by Company or arrangements which create in or confer on its Subsidiaries under any partyCompany Material Real Property Lease that remains uncured as of the date of this Agreement, other than and (c) as of the date of this Agreement, to the knowledge of the Company, the right there does not exist any notice or request from any Governmental Entity delivered to occupy Company or possess all its Subsidiaries requiring any construction work or alterations to cure any violation of applicable Law by Company or any portion of its Subsidiaries that remains uncured as of the date of this Agreement nor, any pending or, to the knowledge of Company, threatened, condemnation or eminent domain Proceedings that affect any of Company’s Oil and Gas Properties, the Company Owned Real Property or create in or confer on any such party any right, title or interest in or to the Real Property or any portion thereof or any interest therein; no party other than the Company occupies or possesses the Material Leased Real Property or any portion thereof; there is legal and adequate ingress and egress between each tract of Real Property and an adjacent (or, if none, the closest) public roadway; the Real Property is properly zoned in order to allow its current use in the Company's businesses; and there are no claims or demands pending or threatened by any party against the Real Property which, if valid, would create in, or confer on, any party other than the Company, any right, title or interest in or to the Real Property or any portion thereof. None of the buildings, structures or improvements described on SCHEDULE 2.12, or the operation or maintenance thereof as now operated or maintained, contravenes any zoning ordinance or other administrative regulation or violates any restrictive covenant or any provision of law, the effect of which would materially interfere with or prevent their continued use for the purposes for which they are now being used or would adversely affect the value thereof or the interest of the Company therein. The Stockholder has furnished to LandCARE a true and correct copy of all owner's policies of title insurance and surveys pertaining to the real property owned by the CompanyProperty.

Real Property. SCHEDULE 2.12 includes Neither the Company nor any Subsidiary owns, or has ever owned, any real property. Schedule 3(p) annexed hereto contains a complete and accurate list of all any real property owned lease binding the Company or leased any of the Subsidiaries or to which the Company or any of the Subsidiaries is a party (collectively, the "Leases") and all termination dates, renewal options and dates by which notice of renewal or cancellation, as applicable, must be given with respect to such Leases. Each such Lease is in full force and effect, and the Company or the Subsidiary party to such Lease has fully performed, in all respects material thereto, all of its obligations to be performed to date under such Lease. Except as disclosed on Schedule 3(p), the Company or the Subsidiary party to each such Lease is current with respect to the payment of all rents and other charges due thereunder and their use and occupancy of the premises which are the subject matter of such Lease do not violate any of the terms of such Lease, is not in violation of the conditions of any policy of insurance held by the Company at or any Subsidiary, and to the date hereof knowledge of ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ (the "Real Property"without special inquiry), is in conformity with all applicable building, zoning, health, fire, safety and all other real propertylaws, if anyordinances, used by codes and regulations. To the Company in the conduct of its business. True, complete and correct copies of all leases and agreements with respect to Real Property leased by the Company have been delivered to LandCARE, and an indication as to which such properties, if any, are currently owned, or were formerly owned, by the Stockholder or any affiliates knowledge of the Company or the Stockholder is included in SCHEDULE 2.12. All leases relating to Real Property leased by the Company from the Stockholder or any affiliate of the Stockholder has been terminated. Except as set forth on SCHEDULE 2.12its Subsidiaries, all of such leases included on SCHEDULE 2.12 are in full force and effect and constitute valid and binding agreements of the parties (and their successors) thereto in accordance with their respective terms. There are no leases, tenancy agreements, easements, covenants, restrictions or any other instruments, agreements or arrangements which create in or confer on any party, other than the Company, the right to occupy or possess all or any portion of the Real Property or create in or confer on any such party any right, title or interest in or to the Real Property or any portion thereof or any interest therein; no party other than the Company occupies or possesses the Real Property or any portion thereof; there is legal and adequate ingress and egress between each tract of Real Property and an adjacent (or, if none, the closest) public roadway; the Real Property is properly zoned in order to allow its current use in the Company's businesses; and there are no claims or demands pending or threatened by any party against the Real Property which, if valid, would create in, or confer on, any party other than the Company, any right, title or interest in or to the Real Property or any portion thereof. None of the buildings, structures or improvements described and appurtenances situated on SCHEDULE 2.12any premises that is subject to any of the Leases are, or and as of the operation or Closing Date, will be, in good operating condition and state of maintenance thereof as now operated or maintained, contravenes any zoning ordinance or other administrative regulation or violates any restrictive covenant or any provision of law, the effect of which would materially interfere with or prevent their continued use and repair and will be adequate and suitable for the purposes for which they are now presently being used or are intended to be used, and the Company or the Subsidiary party to such Lease has adequate rights of ingress and egress and utility services for the operation of its business in the ordinary course. To the knowledge of the Company or any of its Subsidiaries, no lessor or landlord under any Lease is in default in the performance of its obligations thereunder and neither the Company nor any Subsidiary has received notice from any such lessor or landlord of its intention to exercise any option thereunder which would adversely affect or terminate the value thereof use or the interest occupancy of the Company therein. The Stockholder has furnished to LandCARE a true and correct copy of all owner's policies of title insurance and surveys pertaining to the real property owned demised premises under such Lease by the CompanyCompany or such Subsidiary. Except as specifically disclosed in Schedule 3(e), all of the Leases permit the consummation of the Transactions contemplated hereby without modification of the terms thereof and without the consent of the applicable lessor or landlord.

Real Property. SCHEDULE 2.12 includes (a) Neither the Company nor any Company Subsidiary owns any real property. Schedule 4.13(a) of the Disclosure Schedules sets forth a list (which list shall be updated by the Company as of the Closing) of all real property owned leased or subleased by the Company or any Company Subsidiary (as updated, the “Leased Real Property”) and all Leased Real Property that has been subleased or assigned by the Company or any Company Subsidiary to any other Person and sets forth the names of the parties thereto, the date of the lease or sublease and each amendment thereto (collectively, the “Lease Documents”). True and complete copies of the Lease Documents have been made available to Purchaser no later than fifteen (15) days prior to the Closing Date. Each of the Lease Documents is valid, binding and in full force and effect and neither the Company, the Company Subsidiaries nor, to the Knowledge of the Company, any other party thereto is in material violation of or in material default thereunder. No event has occurred or circumstance or condition exists, that (with or without notice, lapse of time or both) would reasonably be expected to (i) result in a material breach or material violation of or material default thereunder, (ii) give any party the right to cancel or accelerate payments thereunder or terminate or materially modify any Lease Document or (iii) give any party to any Lease Document or any property formerly leased by the Company, any Company at Subsidiary or any of their predecessors the date hereof right to seek damages or other remedies. (b) Except as set forth in Schedule 4.13(b) of the "Disclosure Schedules, the Company and each Company Subsidiary has valid leasehold interests in (or has analogous property rights under applicable Law) all Leased Real Property"), and all other real property, if any, Property used by it. (c) Schedule 4.13(c) of the Disclosure Schedules sets forth a list (which list shall be updated by the Company in as of the conduct Closing) of its businesseach franchise, license or similar agreement pursuant to which the Company or any Company Subsidiary grants rights to any third party to use the Intellectual Property of the Company and the hotel reservation system of the Company and the Company Subsidiaries, and described the property that is subject to such agreement (such property, as updated, together with the Leased Real Property, collectively the “Properties” or individually a “Property”), the names of the parties thereto, the date of such franchise agreement and each amendment thereto (including side letters and other agreements) (collectively, the “Franchise Documents”). True, True and complete and correct copies of all leases the Franchise Documents have been made available to Purchaser no later than fifteen (15) days prior to the Closing Date. Each of the Franchise Documents is valid, binding and agreements with respect to Real Property leased by in full force and effect and neither the Company, the Company have been delivered Subsidiaries nor, to LandCAREthe Knowledge of the Company, and an indication as any other party thereto is in material violation of or in material default thereunder. No event has occurred or circumstance or condition exists, that (with or without notice, lapse of time or both) would reasonably be expected to which such properties(i) result in a material breach or material violation of or material default thereunder, if any, are currently owned, (ii) give any party the right to cancel or were formerly owned, by the Stockholder accelerate payments thereunder or terminate or materially modify any Franchise Document or (iii) give any party to any Franchise Document or any affiliates property formerly subject to any franchise, license or similar agreement with the Company, any Company Subsidiary or any of their predecessors the right to seek damages or other remedies. (d) None of the Company or any Company Subsidiary nor, to the Stockholder is included in SCHEDULE 2.12. All leases relating to Real Property leased by the Company from the Stockholder or any affiliate Knowledge of the Stockholder Company, any other party to any Franchise Document has received written notice of a proceeding in eminent domain proceedings affecting any of the Properties. (e) With respect to all buildings, structures (surface and sub-surface), fixtures and improvements (collectively, the “Improvements”) on each Property, (i) such Improvements are in good working condition, except for ordinary wear and tear, (ii) all mechanical systems therein are in good operating condition, except for ordinary wear and tear, (iii) all FF&E therein are in good operating condition, except for ordinary wear and tear, (iv) all of the guest rooms are available for regular occupancy and the lobby, restaurant(s), lounge(s), board rooms, meeting and banquet rooms, “back-of-house” areas, parking facilities (if any) and other public areas are available for regular use, with FF&E reasonably installed, (v) all are reasonably accessible to and from public access ways over roads adequate to provide all necessary vehicular and pedestrian ingress and egress for the use thereof for its intended purpose as currently used, (vi) all utilities, including water, gas, heat, drainage, storm and sanitary septic facilities, telecommunication (including telephone, internet and cable), electrical systems and fire protection are available and operable in adequate capacity to permit the use thereof for its intended purposes as currently used, and all introduction and connection charges have been terminatedpaid, (vii) all have the parking area (if any) shown on the plans and specifications, and (viii) all have adequate signs in place. (f) All Improvements on each Property conform to and are in compliance with all Laws in all material respects. Except as set forth on SCHEDULE 2.12in Schedule 4.13(f) of the Disclosure Schedules, each Property and each Improvement thereon has been completed in all material respects in accordance with all applicable zoning and land use regulations and permits and all restrictions and/or conditions contained in any zoning or land use variance or other similar approval relating to such Property or Improvement. There are no pending or, to the Knowledge of the Company, threatened proceeding to change the current land use classification of the Property or the conditions applicable thereto. (g) Except as set forth in Schedule 4.13(g) of the Disclosure Schedules, all Permits and licenses (including specific industry licenses), certificates and approvals and all governmental concessions required by applicable Law to be issued by any Governmental Entity and material to the operation of each hotel and Property as presently conducted (collectively, the “Hotel Permits”) have been obtained and all such leases included on SCHEDULE 2.12 Hotel Permits are in full force and effect and constitute valid and binding agreements all obligations (including payments) thereunder have been complied with. (h) Schedule 4.13(h) of the parties (Disclosure Schedules describes all current and their successors) thereto in accordance with their respective terms. There are no leases, tenancy agreements, easements, covenants, restrictions or any other instruments, agreements or arrangements which create in or confer on any party, other than the Company, the right to occupy or possess all or any portion of the Real Property or create in or confer on any such party any right, title or interest in or planned material construction and renovation projects relating to the Real Property Properties, including (i) the cost of each construction or renovation project and any portion thereof cost overruns and (ii) the planned completion date for each construction or any interest therein; no party other than the Company occupies or possesses the Real Property or any portion thereof; there is legal and adequate ingress and egress between each tract of Real Property and an adjacent (or, if none, the closest) public roadway; the Real Property is properly zoned in order to allow its current use in the Company's businesses; and there are no claims or demands pending or threatened by any party against the Real Property which, if valid, would create in, or confer on, any party other than the Company, any right, title or interest in or to the Real Property or any portion thereof. None of the buildings, structures or improvements described on SCHEDULE 2.12, or the operation or maintenance thereof as now operated or maintained, contravenes any zoning ordinance or other administrative regulation or violates any restrictive covenant or any provision of law, the effect of which would materially interfere with or prevent their continued use for the purposes for which they are now being used or would adversely affect the value thereof or the interest of the Company therein. The Stockholder has furnished to LandCARE a true and correct copy of all owner's policies of title insurance and surveys pertaining to the real property owned by the Companyrenovation project.

Real Property. SCHEDULE 2.12 includes (a) Schedule 3.14(a) of the Disclosure Schedule sets forth a true and complete list as of the Execution Date of all real mining claims, property owned leases, licenses, easements, rights of way or leased by similar Contracts pursuant to which the Company at the date hereof (the "Real Property")Group Companies own or lease any real property or hold an exclusive or non-exclusive easement, and all license or other right to use or otherwise operate on real property, if anyincluding all modifications and Improvements thereto (the “Real Property” and the “Real Property Agreements”). The Company has delivered or made available to Investor true, used by the Company in the conduct of its business. True, correct and complete and correct copies of all leases and agreements with respect to Real Property leased by Agreements as of the Company have been delivered Execution Date, including all amendments, supplements or modifications thereto. (b) The Group Companies own or possess a valid leasehold, license, easement, right of way or similar interest (in each case, subject to LandCAREthe terms and conditions contained in the applicable Real Property Agreements) in all of the Real Property related to the Project, or otherwise necessary for the construction and development of the Project in accordance with the Consolidated Project Budget and Feasibility Study, free and clear of all Liens other than the Permitted Encumbrances. Other than the Real Property Agreements and, once executed, the Financing Documents, as of the Execution Date, none of the Group Companies is a party to any agreement or option to purchase, lease or sublease pertaining to or affecting the Real Property, and an indication as to which such properties, if any, are currently owned, or were formerly owned, by the Stockholder or any affiliates Company’s Knowledge As of the Company or the Stockholder is included in SCHEDULE 2.12. All leases relating Execution Date (i) no other party to a Real Property leased by Agreement is in default or breach thereunder and (ii) no condition exists which, with the Company from delivery of notice, the Stockholder passage of time or any affiliate both, would constitute such breach or default. (c) As of the Stockholder Execution Date, none of the Group Companies has been terminated. Except as set forth received written notice from any Governmental Authority that any building, structure, facilities or improvements located on SCHEDULE 2.12any parcel of Real Property (collectively, “Improvements”) does not comply in all material respects with valid and current certificates of occupancy or similar Permit or that any Improvements do not conform with any applicable Law nor does any such non-conformity or non-compliance exist. (d) The Group Companies have timely paid all consideration, rent, fees and other sums and charges payable by them under the Real Property Agreements. (e) As of the Execution Date, all of such leases included on SCHEDULE 2.12 the Real Property Agreements are in full force and effect and constitute a legal, valid and binding agreements obligation of the parties (relevant Group Company, subject to Creditors’ Rights and their successors) thereto Equitable Principles. As of the Execution Date, none of the Group Companies is in accordance with their respective terms. There are default or breach under any Real Property Agreement, nor, to the Company’s Knowledge, is any other party thereto, and, to the Company’s Knowledge, there is no leasesevent or condition in existence that would reasonably be expected to constitute such a default or breach, tenancy agreementsand none of the Group Companies has received or delivered any written notice of termination or suspension of, easements, covenants, restrictions or any other instrumentsdefault or breach under, agreements or arrangements which create in or confer on any party, other than Real Property Agreement. To the Company’s Knowledge, as of the right to occupy Execution Date there is no pending assessment or possess all or reassessment of any portion of parcel included in the Real Property that would result in a material increase in Taxes or create in or confer on other similar charges with respect to any such party any right, title or interest in or to the Real Property or any portion thereof or any interest therein; no party other than the Company occupies or possesses the Real Property or any portion thereof; there is legal and adequate ingress and egress between each tract parcel of Real Property and an adjacent (or, if none, the closest) public roadway; the Real Property is properly zoned in order to allow its current use in the Company's businesses; and there are no claims or demands pending or threatened by any party against the Real Property which, if valid, would create in, or confer on, any party other than the Company, any right, title or interest in or to the Real Property or any portion thereof. None of the buildings, structures or improvements described on SCHEDULE 2.12, or the operation or maintenance thereof as now operated or maintained, contravenes any zoning ordinance or other administrative regulation or violates any restrictive covenant or any provision of law, the effect of which would materially interfere with or prevent their continued use for the purposes for which they are now being used or would adversely affect the value thereof or the interest of the Company therein. The Stockholder has furnished to LandCARE a true and correct copy of all owner's policies of title insurance and surveys pertaining to the real property owned by the CompanyProperty.

Real Property. SCHEDULE 2.12 includes (a) Section 3.9(a) of the Company Disclosure Schedule sets forth a complete and accurate list as of the date of this Agreement of (i) the addresses of all real property (leasehold) owned or leased by the Company at or any Subsidiary (the “Real Estate”) and (ii) all loans secured by mortgages encumbering the Real Estate. (b) The Real Estate and the leased real property of the Company and its Subsidiaries comply with the requirements of all applicable building, zoning, subdivision, health, safety and other land use statutes, laws, codes, ordinances, rules, orders and regulations (collectively, “Governmental Regulations”), except where noncompliance, individually or in the aggregate, is not reasonably likely to have a Company Material Adverse Effect. (c) Section 3.9(c) of the Company Disclosure Schedule sets forth a complete and accurate list as of the date hereof of this Agreement of all real property leased, subleased or licensed by the Company or any of its Subsidiaries and material to the conduct of the business of the Company and its Subsidiaries, taken as a whole, as currently conducted (the "Real Property"collectively “Company Leases”), and all other real property, if any, used by the location of the premises. Each Company in the conduct of its business. True, complete Lease is a valid and correct copies of all leases and agreements with respect to Real Property leased by the Company have been delivered to LandCARE, and an indication as to which such properties, if any, are currently owned, or were formerly owned, by the Stockholder or any affiliates binding obligation of the Company or the Stockholder is included in SCHEDULE 2.12. All leases relating to Real Property leased by the Company from the Stockholder or any affiliate of the Stockholder has been terminated. Except as set forth on SCHEDULE 2.12Subsidiary party thereto, all of such leases included on SCHEDULE 2.12 are in full force and effect and constitute valid and binding agreements of the parties (and their successors) thereto enforceable in accordance with their respective its terms. There are Neither the Company nor any of its Subsidiaries nor, to the Company’s Knowledge, any other party to any Company Lease is in default under any of the Company Leases, and, to the Company’s Knowledge, no event has occurred that, with notice or lapse of time, would constitute a breach or default under the Company Leases by the Company or Subsidiary party thereto, except where the existence of such defaults, individually or in the aggregate, is not reasonably likely to have a Company Material Adverse Effect. Neither the Company nor any of its Subsidiaries has assigned, transferred, conveyed, mortgaged or encumbered any interest in any leased real property, and the Company or one of its Subsidiaries enjoys peaceful and undisturbed possession under the Company Leases. Neither the Company nor any of its Subsidiaries leases, tenancy agreements, easements, covenants, restrictions subleases or licenses any other instruments, agreements or arrangements which create in or confer on real property to any party, other than the Company, the right to occupy or possess all or any portion of the Real Property or create in or confer on any such party any right, title or interest in or to the Real Property or any portion thereof or any interest therein; no party Person other than the Company occupies and its Subsidiaries where such lease, sublease or possesses the Real Property or any portion thereof; there license is legal and adequate ingress and egress between each tract of Real Property and an adjacent (or, if none, the closest) public roadway; the Real Property is properly zoned in order to allow its current use in the Company's businesses; and there are no claims or demands pending or threatened by any party against the Real Property which, if valid, would create in, or confer on, any party other than the Company, any right, title or interest in or material to the Real Property or any portion thereof. None of the buildings, structures or improvements described on SCHEDULE 2.12, or the operation or maintenance thereof as now operated or maintained, contravenes any zoning ordinance or other administrative regulation or violates any restrictive covenant or any provision of law, the effect of which would materially interfere with or prevent their continued use for the purposes for which they are now being used or would adversely affect the value thereof or the interest financial condition of the Company thereinand its Subsidiaries, taken as a whole. The Stockholder Company has furnished made available to LandCARE a true the Parent complete and correct copy accurate copies of all owner's policies of title insurance and surveys pertaining to the real property owned by the CompanyCompany Leases.

Real Property. SCHEDULE 2.12 includes (a) No Company Group Member owns any real property. (b) Schedule 4.18(b) contains a complete and accurate list by property, city, state and country, of all real property owned leasehold or leased subleasehold estates and other rights to possess or occupy any land, buildings, structures, improvements, fixtures or other interest in real property held by the Company at Group as of the date hereof of this Agreement (the "Real Property"“Leased Company Properties”). The Company Group is the sole legal and beneficial owner of a leasehold or subleasehold interest in, or other right to possess or occupy, the Leased Company Properties. (c) Schedule 4.18(c) contains a complete and accurate list of all leases, subleases, licenses, concessions, and other Contracts, agreements and leasehold arrangements and all other real propertyrelated supplemental documents (collectively, if any, used by the “Lease Documents”) pursuant to which the Company in Group leases, licenses, subleases or otherwise occupies any Leased Company Property on the conduct of its businessdate hereof. True, complete and correct copies of all leases and agreements with respect to Real Property leased by the The Company have been has delivered to LandCAREAcquiror a true and complete copy of each such Lease Document. No Company Group Member nor, to the Knowledge of the Company, any other party to any Lease Document is in material breach or material default under such Lease Document, and an indication as to which no event has occurred or circumstances exist which, with the delivery of notice, the passage of time or both, would constitute such properties, if any, are currently owneda breach or default, or were formerly ownedpermit the termination or acceleration of rent under such Lease Document, by a Company Group Member or, to the Stockholder or any affiliates Knowledge of the Company or the Stockholder Company, any other party thereto. (d) Each Lease Document is included in SCHEDULE 2.12. All leases relating to Real Property leased by the Company from the Stockholder or any affiliate of the Stockholder has been terminated. Except as set forth on SCHEDULE 2.12, all of such leases included on SCHEDULE 2.12 are a written agreement in full force and effect effect, and, subject to the Enforceability Exceptions, is legal, valid, binding and constitute valid and binding agreements enforceable against the Company Group Member that is a party to such Lease Document and, to the Knowledge of the parties (Company, any other party to such Lease Document. The Company Group has paid the rent and their successors) thereto in accordance with their respective terms. There all other sums that are due and payable under such Lease Documents and there are no leasessignificant arrears thereunder due and payable by the Company Group. (e) To the Knowledge of the Company, tenancy agreementsthere exist no restrictions, easementscovenants or encumbrances which encumber any of the Leased Company Properties and which prevent any of the Leased Company Properties from being used now or in the future for their current use or would prevent, covenantsor require consent from a third party as a result of, restrictions the consummation of the transactions contemplated by this Agreement or which would be material and adverse to the Company Group, taken as a whole. (f) No Company Group Member has at any other instruments, agreements time given any covenant or arrangements which create entered into any agreement in or confer on respect of any party, leasehold real property other than the CompanyLeased Company Properties in respect of which any material contingent liability of the Company Group remains as of the date of this Agreement. No Company Group Member has subleased, licensed or otherwise granted any Person the right to use or occupy or possess all or any portion of the Real Property or create in or confer on any such party any right, title or interest in or to the Real Property or any portion thereof or any interest therein; no party other than the Leased Company occupies or possesses the Real Property or any portion thereof; there is legal , and adequate ingress and egress between each tract no Company Group Member has collaterally assigned or granted any other security interest in any Lease Document or any interest therein. (g) As of Real Property and an adjacent (orthe date hereof, if none, the closest) public roadway; the Real Property is properly zoned in order to allow its current use in the Company's businesses; and there are no claims or demands pending or threatened by material outstanding Actions to which any Company Group Member is a party against in respect of any of the Real Property whichLeased Company Properties, if valid, would create in, or confer on, any party other than nondelinquent real property assessments affecting the Company, any right, title or interest in or to the Real Property or any portion thereofLeased Company Properties. None As of the buildings, structures or improvements described on SCHEDULE 2.12, or the operation or maintenance thereof as now operated or maintained, contravenes any zoning ordinance or other administrative regulation or violates any restrictive covenant or any provision date of lawthis Agreement, the effect of which would materially interfere with or prevent their continued use for the purposes for which they are now being used or would adversely affect the value thereof or the interest Company Group’s possession and quiet enjoyment of the Leased Company therein. The Stockholder has furnished to LandCARE a true and correct copy of all owner's policies of title insurance and surveys pertaining to the real property owned by the CompanyProperty under each Lease Document is not materially disturbed.

Real Property. SCHEDULE 2.12 includes (a) Neither the Company nor any of its Subsidiaries owns or has ever owned any real property, nor is any party to any agreement to purchase or sell any real property. (b) Section 3.19(b) of the Company Disclosure Schedule contains a complete and accurate list of all real property owned currently leased, used, or leased occupied by the Company at the date hereof or any Subsidiary (the "“Leased Real Property")”) and each of the leases, subleases, licenses, or other agreements (collectively, the “Leases”) to which the Company or any Subsidiary is a party, including, with respect to each Lease, the name of the lessor, master and sublessor, the square footage of the premises leased thereunder, the expiration date, and all other real propertythe aggregate annual rental payable to the lessor thereunder. The Company has heretofore made available to Parent true, if any, used by the Company in the conduct of its business. True, correct and complete and correct copies of all leases and agreements with respect to Real Property leased by the Company have been delivered to LandCARELeases (including all modifications, amendments, and an indication as to which such properties, if any, are currently owned, or were formerly owned, by the Stockholder or any affiliates of the Company or the Stockholder side letters thereto. Each Lease is included in SCHEDULE 2.12. All leases relating to Real Property leased by the Company from the Stockholder or any affiliate of the Stockholder has been terminated. Except as set forth on SCHEDULE 2.12, all of such leases included on SCHEDULE 2.12 are in full force and effect and constitute valid and binding agreements of the parties (and their successors) thereto in accordance with their respective its terms, and the Company or Subsidiary which is a party thereto. There are The Company or Subsidiary (as applicable) holds a valid leasehold estate in the Leased Real Property described therein, free and clear of all Liens. (c) The execution and delivery of this Agreement by the Company does not, and the consummation of the transactions contemplated hereby will not, result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair the rights of the Company or any of its Subsidiaries or alter the rights or obligations of the sublessor, lessor or licensor under, or give to others any rights of termination, amendment, acceleration or cancellation of any Leases, or otherwise adversely affect the continued use and possession of the Leased Real Property for the conduct of business as presently conducted. Neither the Company nor any of its Subsidiaries is in breach of or default under any Lease, and, to the Knowledge of the Company, no leases, tenancy agreements, easements, covenants, restrictions event has occurred that with notice or lapse of time or both would constitute a breach or default thereunder by the Company or any of its Subsidiaries or any other instrumentsparty thereto. Neither the Company nor any of its Subsidiaries owes brokerage commissions or finder’s fees with respect to any Leased Real Property, agreements nor is it party to any agreement or arrangements which create in or confer on subject to any party, other than claim that may require the Company, the right to payment of a real estate brokerage commission. The Company and its Subsidiaries currently occupy or possess all or any portion of the Leased Real Property for the operation of their business. The Company has not transferred or create in or confer on assigned any such party any right, title or interest in any Lease, nor has the Company subleased or otherwise granted rights of use or occupancy of any of the premises described therein to any other person or entity. Neither the Company nor any of its Subsidiaries could be required to expend more than $50,000 in causing any Leased Real Property or to comply with the surrender conditions set forth in the applicable Lease. The Company and each of its subsidiaries has performed all of its obligations under any portion thereof or termination agreements pursuant to which it has terminated any interest therein; leases of real property that are no party other than the Company occupies or possesses the Real Property or any portion thereof; there is legal longer in effect and adequate ingress and egress between each tract of Real Property and an adjacent has no continuing liability with respect to such terminated real property leases. (or, if none, the closestd) public roadway; the Each Leased Real Property is properly zoned in order to allow its current use in good operating condition and repair, and suitable for the Company's businesses; and there are no claims or demands pending or threatened by any party against the Real Property which, if valid, would create in, or confer on, any party other than the Company, any right, title or interest in or to the Real Property or any portion thereof. None conduct of the buildings, structures or improvements described on SCHEDULE 2.12, or the operation or maintenance thereof as now operated or maintained, contravenes any zoning ordinance or other administrative regulation or violates any restrictive covenant or any provision of law, the effect of which would materially interfere with or prevent their continued use for the purposes for which they are now being used or would adversely affect the value thereof or the interest business of the Company therein. The Stockholder has furnished to LandCARE a true and correct copy of all owner's policies of title insurance and surveys pertaining to the real property owned by the Companyits Subsidiaries as presently conducted.

Real Property. SCHEDULE 2.12 includes Section 3.1(k) of the Company Disclosure Schedule sets forth a list of all real property owned or leased by which the Company at leases as of the date hereof (the "“Leased Real Property"”), setting forth the location of the leased premises, the term of the lease, the square footage of the leased premises and the current monthly lease payments. Each of the leases relating to Leased Real Property is a valid and subsisting leasehold interest of the Company. To the Knowledge of the Company, each Leased Real Property is free of subtenancies and other occupancy rights and Liens (other than statutory Liens or landlords’, carriers’, warehousemen’s, mechanics’, suppliers’, materialmen’s, and repairmen’s Liens or other like Liens arising in the ordinary course of business with respect to amounts not yet overdue or being contested in good faith by appropriate proceedings, or any Lien affecting solely the interest of the landlord thereunder and not the interest of the tenant thereunder, which does not materially impair the value or use of such Leased Real Property), and all other real property, if any, used by is a valid and binding obligation of the Company and, to the Knowledge of the Company, each other party thereto, enforceable against the Company and, to the Knowledge of the Company, each other party thereto in the conduct of accordance with its businessterms. True, correct and complete and correct copies of all leases and agreements with respect to the Real Property leased by the Company Leases have been delivered to LandCARE, Parent prior to the date hereof and an indication as to which such properties, if any, are currently owned, or were formerly owned, by the Stockholder or any affiliates of the Company or the Stockholder is included in SCHEDULE 2.12. All leases relating to Real Property leased by the Company from the Stockholder Leases have not been amended or any affiliate of the Stockholder has been terminated. Except as set forth on SCHEDULE 2.12, all of such leases included on SCHEDULE 2.12 are in full force and effect and constitute valid and binding agreements of the parties (and their successors) thereto in accordance with their respective termsmodified since that date. There are no leases, tenancy agreements, easements, covenants, restrictions or material disputes with respect to any other instruments, agreements or arrangements which create in or confer on any party, other than the Company, the right to occupy or possess all or any portion of the Real Property or create in or confer on any such party any rightLease, title or interest in or and neither the Company nor, to the Real Property or any portion thereof or any interest therein; no party other than the Company occupies or possesses the Real Property or any portion thereof; there is legal and adequate ingress and egress between each tract Knowledge of Real Property and an adjacent (or, if none, the closest) public roadway; the Real Property is properly zoned in order to allow its current use in the Company's businesses; and there are no claims or demands pending or threatened by any party against the Real Property which, if valid, would create in, or confer on, any party other than the Company, any rightother party to each Real Property Lease is in breach or default under such Real Property Lease, title or interest in or and to the Knowledge of the Company, no event has occurred or failed to occur or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach or default, or permit the termination, modification or acceleration of rent under such Real Property Lease. The Company does not owe any brokerage commissions or finder’s fees with respect to any portion thereofReal Property Lease which have not been accrued or reserved for in the Company’s financial statements. None The Company does not own any real property. The Company has good and marketable fee title to, or, in the case of the buildingsleased assets, structures has good and valid leasehold interests in, all of its other tangible and intangible assets, used or improvements described on SCHEDULE 2.12held for use in, or the operation or maintenance thereof as now operated or maintained, contravenes any zoning ordinance or other administrative regulation or violates any restrictive covenant or any provision of lawwhich are necessary to conduct, the effect of which would materially interfere with or prevent their continued use for the purposes for which they are now being used or would adversely affect the value thereof or the interest business of the Company therein. The Stockholder has furnished to LandCARE a true in all material respects as currently conducted, free and correct copy clear of all owner's policies of title insurance and surveys pertaining to the real property owned by the Companyany Liens.

Real Property. SCHEDULE 2.12 includes a list (a) Neither the Company nor any of the Company Subsidiaries owns, or has ever owned, any real property. (b) The Company and the Company Subsidiaries have valid leasehold estates in all real property owned leased, subleased, licensed or leased otherwise occupied by the Company at or the Company Subsidiaries as reflected in the latest audited statements included in such Company SEC Documents or acquired after the date hereof thereof, a true, correct and complete schedule of which is attached hereto as Section 3.16(b) of the Company Disclosure Schedule (the "Real Property"“Company Leased Properties”), free and all other real property, if any, used by the Company in the conduct of its business. True, complete and correct copies clear of all leases and agreements with respect to Real Property leased by the Company have been delivered to LandCAREmaterial Liens, except for Permitted Liens, and an indication as no event or condition exists which constitutes or, after notice or lapse of time or both, would reasonably be expected to which such propertiesconstitute, if any, are currently owned, a material breach or were formerly owned, by default on the Stockholder or any affiliates part of the Company or the Stockholder is included in SCHEDULE 2.12. All leases relating to Real Property leased by any of the Company from Subsidiaries, or to the Stockholder or any affiliate Knowledge of the Stockholder has been terminated. Except as set forth on SCHEDULE 2.12Company, all any other party thereto, of or under any such leases included on SCHEDULE 2.12 are lease, except where such breach or default, either individually or in full force and effect and constitute valid and binding agreements of the parties (and their successors) thereto in accordance with their respective termsaggregate, would not reasonably be expected to have a Company Material Adverse Effect. There are no leasespending or, tenancy agreements, easements, covenants, restrictions or any other instruments, agreements or arrangements which create in or confer on any party, other than to the Knowledge of the Company, threatened condemnation proceedings against the right Company Leased Properties, except as would not, individually or in the aggregate, reasonably be expected to occupy or possess all or any portion have a Company Material Adverse Effect. (c) Except for Permitted Liens and as specifically reflected on Section 3.16(b) of the Real Property or create in or confer on any such party any rightCompany Disclosure Schedule, title or interest in or to the Real Property or any portion thereof or any interest therein; no party other than Company’s and the Company’s Subsidiaries’ (as applicable) possession and quiet enjoyment of the Company occupies or possesses the Real Property or any portion thereof; there is legal and adequate ingress and egress between each tract of Real Property and an adjacent (or, if none, the closest) public roadway; the Real Property is properly zoned in order to allow its current use in the Company's businesses; Leased Properties are not being disturbed and there are no claims disputes with respect to such Company Leased Property. (d) To the Company’s Knowledge, the current use and occupancy of the Company Leased Properties and the operation of the business as currently conducted thereon do not violate in all material respects any easement, covenant, condition, restriction or demands pending similar provision in any instrument of record or threatened by any party against other unrecorded agreement affecting the Real Property which, if valid, would create in, or confer on, any party other than applicable Company Leased Property. (e) To the Knowledge of the Company, no security deposit or portion thereof deposited with respect to any rightCompany Leased Property has been applied in respect of a breach of or default under such lease that has not been redeposited in full. (f) To the Company’s Knowledge, title or interest in or to the Real Property or any portion thereof. None of the buildingsimprovements, structures or improvements described on SCHEDULE 2.12, or the operation or maintenance thereof as now operated or maintained, contravenes any zoning ordinance or other administrative regulation or violates any restrictive covenant or any provision of law, the effect of which would materially interfere with or prevent their continued use for the purposes for which they are now being used or would adversely affect the value thereof or the interest of and building systems included in the Company therein. The Stockholder has furnished to LandCARE a true Leased Properties are in good condition and correct copy of all owner's policies of title insurance and surveys pertaining to the real property owned by the Companyrepair.

Real Property. SCHEDULE 2.12 includes a list The Company or one of all the other Acquired Companies has good and valid title to each parcel of real property owned in fee by the Company or one of the other Acquired Companies (the “Owned Real Property”), and an equitable interest in each parcel of real property leased by the Company at or one of the other Acquired Companies (the “Leased Real Property” and together with the Real Property, the “Company Real Property”). Section 3.12(a) of the Disclosure Schedule lists each parcel of Owned Real Property and Section 3.12(a)(ii) of the Disclosure Schedule lists each lease, sublease, license or other occupancy agreement or arrangement relating to the Leased Real Property (each, a “Real Property Lease”). (a) The Company Real Property is not subject to any Liens, except for Permitted Liens. No Acquired Company has received any written notice within the 12 months prior to the date hereof (the "Real Property")of this Agreement of a material violation of any ordinances, and all regulations or building, zoning or other real property, if any, used by the Company in the conduct of its business. True, complete and correct copies of all leases and agreements similar laws with respect to the Company Real Property. No Acquired Company has received any written notice of any expiration of, pending expiration of, changes to, or pending changes to any material entitlement relating to the Company Real Property leased by and there is no condemnation, special assessment or the Company have been delivered like pending or, to LandCAREthe Knowledge of Seller, and an indication as threatened with respect to which such properties, if any, are currently owned, or were formerly owned, by the Stockholder or any affiliates of the Company or the Stockholder is included in SCHEDULE 2.12Real Property. All leases relating to Real Property leased by the Each Acquired Company from the Stockholder or any affiliate of the Stockholder has been terminated. Except as set forth on SCHEDULE 2.12, all of such leases included on SCHEDULE 2.12 are in full force and effect and constitute valid and binding agreements of the parties (and their successors) thereto in accordance with their respective terms. There are no leases, tenancy agreements, easements, covenants, restrictions or any other instruments, agreements or arrangements which create in or confer on any party, other than the Company, the right to use and occupy or possess all or any portion the Company Leased Real Property for the full term of the Real Property or create in or confer on any such party any right, title or interest in or Lease relating thereto. (b) The Company has made available to Purchaser true and complete copies of the Real Property Leases, together with all amendments, modifications and supplements thereto. With respect to the Leased Real Property, no Acquired Company has assigned, transferred, conveyed, mortgaged, deeded in trust or any portion thereof or encumbered any interest therein; no party in any Leased Real Property, other than Permitted Liens. (c) Except for the Company occupies Real Property, no Acquired Company has any continuing liability in respect of any other property formerly owned or possesses the Real Property or any portion thereof; there is legal and adequate ingress and egress between each tract of Real Property and an adjacent (or, if none, the closest) public roadway; the Real Property is properly zoned in order to allow its current use in the Company's businesses; and there are no claims or demands pending or threatened occupied by any Acquired Company either as the original contracting party against the Real Property which, if valid, would create in, or confer on, by virtue of any party other than the Company, direct covenant having been given on a sale or assignment to any right, title Acquired Company or interest in or to the Real Property or any portion thereof. None as a guarantor of the buildings, structures or improvements described on SCHEDULE 2.12, or the operation or maintenance thereof as now operated or maintained, contravenes obligations of any zoning ordinance or other administrative regulation or violates any restrictive covenant or any provision of law, the effect of which would materially interfere with or prevent their continued use for the purposes for which they are now being used or would adversely affect the value thereof or the interest of the Company therein. The Stockholder has furnished Person in relation to LandCARE a true and correct copy of all owner's policies of title insurance and surveys pertaining to the real property owned by the Companysuch property.

Real Property. SCHEDULE 2.12 includes (a) The real property described on Section 3.12(a) of the Company Disclosure Letter (the “Owned Real Property”) constitutes all of the real property currently owned by the Company or its Subsidiaries. Section 3.12(a) of the Company Disclosure Letter contains a true and complete list of all Owned Real Property. Section 3.12(a) of the Company Disclosure Letter sets forth (x) a description of the principal functions conducted at each parcel of Owned Real Property, (y) the commonly used street address of such Owned Real Property and (z) a legal description for each parcel of Owned Real Property. (b) Each of the Company and the applicable Subsidiary has good and valid fee simple title to all Owned Real Property that it owns, free and clear of all Liens, except for Permitted Liens. The Company is the only occupant of the Owned Real Property. (c) During the past three (3) years, no written notice of violation of any Laws (including, without limitation, any zoning law) or of any covenant, restriction or easement affecting any Owned Real Property or any part of it or with respect to the use or occupancy of such Owned Real Property or any part of it has been given by any Governmental Entity having jurisdiction over such Owned Real Property or by any other Person entitled to enforce the same. (d) There are no existing or, to the Knowledge of the Company, proposed, contemplated or threatened condemnation proceedings that would result in the taking of all or any part of the Owned Real Property or that would materially and adversely affect the current use any of the Owned Real Property or any part of it. (e) There are no special assessments outstanding in respect of the Owned Real Property, nor has the Company or the applicable Subsidiary received any written notice of proposed special assessments. To the Knowledge of the Company, no public improvements have been commenced and none are planned which in either case may result in special assessments against or otherwise materially adversely affect any Owned Real Property. (f) To the Knowledge of the Company, no part of the Owned Real Property has been designated or is threatened in writing to be designated or identified pursuant to any Laws as an historical site or building, or as habitat of an endangered or threatened species (g) To the Knowledge of the Company, none of the Owned Real Property is located in a flood plain, flood hazard area, or wetland within the meaning of any Laws. (h) Section 3.12(h) of the Company Disclosure Letter contains a list of all real property owned leased or leased subleased by the Company at the date hereof or any of its Subsidiaries from third parties (the "“Leased Real Property"”), and which Leased Real Property encompasses all other of the real propertyproperty leased, if any, used subleased or licensed by the Company in the conduct or any of its business. True, complete and correct copies Subsidiaries as of all leases and agreements with respect to Real Property leased by the Company have been delivered to LandCAREdate of this Agreement, and an indication as to which such propertiessets out, if any, are currently owned, or were formerly owned, by in respect of each Lease: (1) the Stockholder or any affiliates address of the Company or Leased Real Property, (2) the Stockholder is included in SCHEDULE 2.12. All leases relating to Real Property leased by the Company from the Stockholder or any affiliate date of the Stockholder has been terminated. Except as set forth on SCHEDULE 2.12, all of such leases included on SCHEDULE 2.12 are Lease and any amendment to it; (3) the original parties to the Lease and any amendment; (4) the size in full force and effect and constitute valid and binding agreements rentable square feet of the parties (and their successors) thereto in accordance with their respective terms. There are no leases, tenancy agreements, easements, covenants, restrictions or any other instruments, agreements or arrangements which create in or confer on any party, other than the Company, the right to occupy or possess all or any portion of the Real Property or create in or confer on any premises demised by such party any right, title or interest in or to the Real Property or any portion thereof or any interest therein; no party other than the Company occupies or possesses the Real Property or any portion thereof; there is legal and adequate ingress and egress between each tract of Real Property and an adjacent (or, if none, the closest) public roadway; the Real Property is properly zoned in order to allow its current use in the Company's businesses; and there are no claims or demands pending or threatened by any party against the Real Property which, if valid, would create in, or confer on, any party other than the Company, any right, title or interest in or to the Real Property or any portion thereof. None of the buildings, structures or improvements described on SCHEDULE 2.12, or the operation or maintenance thereof as now operated or maintained, contravenes any zoning ordinance or other administrative regulation or violates any restrictive covenant or any provision of law, the effect of which would materially interfere with or prevent their continued use for the purposes for which they are now being used or would adversely affect the value thereof or the interest of the Company therein. The Stockholder has furnished to LandCARE a true and correct copy of all owner's policies of title insurance and surveys pertaining to the real property owned by the Company.Lease;

Real Property. SCHEDULE 2.12 includes (a) Schedule 2.20 contains a true and correct list of all (i) each parcel of real property owned or leased leased, utilized and/or operated by the Company at the date hereof or either Company Subsidiary (as lessor or lessee or otherwise) (the "Leased Real Property"), ) and (ii) all Liens relating to or affecting any parcel of real property referred to in clause (i) to which the Company or either Company Subsidiary is a party. Neither the Company nor either Company Subsidiary owns real property other real propertythan leasehold improvements, if any, used by on the Leased Real Property. (b) Subject to the terms of its respective leases, the Company and each Company Subsidiary has a valid and subsisting leasehold estate in and the conduct right to quiet enjoyment of the Leased Real Properties for the full term of the leases (including renewal periods) relating thereto. Each lease referred to in clause (i) of paragraph (a) above is a legal, valid and binding agreement, enforceable in accordance with its businessterms, of the Company or Company Subsidiary, as applicable, and of each other Person that is a party thereto, and there is no, and neither the Company nor either Company Subsidiary has received notice of any, default (or any condition or event which, after notice or lapse of time or both, would constitute a default) thereunder. TrueNeither the Company nor either Company Subsidiary owes brokerage commissions or finders fees with respect to any such Leased Real Property, complete except to the extent that the Company or Company Subsidiary may renew the term of any such lease, in which case, any such commissions and fees would be in amounts that are reasonable and customary for the spaces so leased, given their intended use and terms. (c) All improvements on the Leased Real Property comply in all material respects with and are operated in all material respects in accordance with applicable laws (including, without limitation, Environmental Laws) and all applicable Liens, Approvals, Contracts, covenants and restrictions. There are no condemnation or appropriation proceedings pending or, to the knowledge of the Company, threatened against any of such real property or the improvements thereon. To the knowledge of the Company, each of the Leased Real Properties and the improvements thereon complies with the Americans with Disabilities Act. (d) True and correct copies of all leases and agreements with respect to the documents under which the Leased Real Property leased is leased, subleased (to or by the Company, either Company Subsidiary or otherwise), utilized, and/or operated (the "Lease Documents") have been delivered to LandCARE, Parent. The Lease Documents are unmodified and an indication as to which such properties, if any, are currently owned, or were formerly owned, by the Stockholder or any affiliates of the Company or the Stockholder is included in SCHEDULE 2.12. All leases relating to Real Property leased by the Company from the Stockholder or any affiliate of the Stockholder has been terminated. Except as set forth on SCHEDULE 2.12, all of such leases included on SCHEDULE 2.12 are in full force and effect and constitute valid and binding agreements of the parties (and their successors) thereto in accordance with their respective terms. There are no leaseseffect, tenancy agreements, easements, covenants, restrictions or any other instruments, agreements or arrangements which create in or confer on any party, other than the Company, the right to occupy or possess all or any portion of the Real Property or create in or confer on any such party any right, title or interest in or to the Real Property or any portion thereof or any interest therein; no party other than the Company occupies or possesses the Real Property or any portion thereof; there is legal and adequate ingress and egress between each tract of Real Property and an adjacent (or, if none, the closest) public roadway; the Real Property is properly zoned in order to allow its current use in the Company's businesses; and there are no claims other Contracts between the Company or demands pending or threatened by either Company Subsidiary and any party against third parties, or, to the Real Property which, if valid, would create in, or confer on, any party other than knowledge of the Company, by and among any rightthird parties, title or claiming an interest in or to the Real Property or any portion thereof. None of the buildings, structures or improvements described on SCHEDULE 2.12, or the operation or maintenance thereof as now operated or maintained, contravenes any zoning ordinance or other administrative regulation or violates any restrictive covenant or any provision of law, the effect of which would materially interfere with or prevent their continued use for the purposes for which they are now being used or would adversely affect the value thereof or the interest of the Company therein. The Stockholder has furnished to LandCARE a true and correct copy of all owner's policies of title insurance and surveys pertaining or either Company Subsidiary in the Leased Real Property or otherwise relating to the real property owned by use or occupancy of the CompanyLeased Real Property.

Real Property. SCHEDULE 2.12 includes (a) The Disclosure Schedule contains a complete and accurate list of all real property the locations of all Real Property owned or leased by the Company at or any of the date hereof Subsidiaries and the name and address of the lessor and, if a Person different than such lessor, the manager thereof. The Company and the Seller have delivered or caused to be delivered to the Purchaser and Newco true and complete copies of all Contracts related to Real Property (the "Real Property")including, without limitation, all leases and all management, service, supply, security, maintenance and similar Contracts, and all attornment Contracts, subordination Contracts or similar Contracts, and all other real property, if any, used by Contracts affecting or relating to the use and quiet and peaceful enjoyment of the Real Property) to which the Company or any of its Subsidiaries is a party or is otherwise bound or subject, and, in each case, all amendments thereof, which relate to or affect any of the Real Property. Except for the leases pertaining to the Real Property identified in and attached to the Disclosure Schedule, the Seller, the Company or any of its Subsidiaries is a party to any Contract that commits or purports to commit the Company or any of its Subsidiaries to purchase or otherwise acquire or lease any real property including, without limitation, the Real Property. (b) Each Contract relating to or affecting the Real Property (i) is in full force and effect, (ii) affords the Company or such Subsidiary, as the case may be, peaceful, undisturbed and exclusive possession of the applicable Real Property, (iii) is free of all Adverse Claims, and (iv) constitutes a valid and binding obligation of, and is enforceable in accordance with its terms against, the respective parties thereto. (c) The Company and each of its Subsidiaries has performed the obligations required to be performed by it to date under all Contracts relating to or affecting the Real Property and is not in default or breach thereof. In addition, no party to any such Contract (i) has provided any notice to the Company or any of its Subsidiaries of its intent to terminate or not renew any such Contract, (ii) to the knowledge of the Company and the Seller, has threatened to terminate or not renew any such Contract or (iii) is, to the knowledge of the Company and the Seller, in breach or default under any provision thereof, and, to the knowledge of the Company and the Seller, no event or condition has occurred, whether with or without the passage of time or the giving of notice, or both, that would constitute such a breach or default. (d) The Real Property is (i) except as set forth in the conduct Disclosure Schedule, in good condition and repair and there has been no damage, destruction or loss to any of its business. True, complete and correct copies of all leases and agreements with respect to the Real Property leased by that remains unremedied to date (ordinary wear and tear excepted) and (ii) suitable to carry out each of the Company have been delivered to LandCARECompany's and its Subsidiaries' respective Business as conducted thereon. (e) There are no condemnation, and an indication as to which such properties, if any, are currently ownedappropriation or other proceedings involving any taking of the Real Property pending, or were formerly owned, by to the Stockholder or any affiliates knowledge of the Company or the Stockholder is included Seller, threatened, against any of the Real Property. (f) The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not (i) result in SCHEDULE 2.12. All leases or give to any Person any right of termination, non-renewal, cancellation, withdrawal, acceleration or modification in or with respect to any Contract relating to or affecting the Real Property, (ii) result in or give to any Person any additional rights or entitlement to increased, additional, accelerated or guaranteed rent or payments under any such Contract or (iii) result in the creation or imposition of any Adverse Claim upon the Company or any of its Subsidiaries or any of their respective assets under the terms of any such Contract. (g) The Disclosure Schedule indicates a summary description of all plans or projects involving the opening of new operations, expansion of any existing operations or the acquisition of any Real Property, the lease of Real Property leased or acquisition of new businesses, with respect to which the Company or any Subsidiary has made any expenditure in the two-years prior to the date of this Agreement in excess of $10,000, or which if pursued by the Company from would require additional expenditures of capital in excess of $10,000. (h) The Company and each Subsidiary has good, valid and marketable title to all Real Property, subject to no liens, mortgages, security interests, pledges, encumbrances, or charges of any kind except: (i) liens for taxes or assessments or other government charges or levies not yet due and payable; (ii) liens imposed by law, such as mechanic's, materialmen's, warehousemen's and carrier's liens, and other similar liens, securing obligations incurred in the Stockholder ordinary course of business which are not past due for more than 30 days; (iii) liens under workmen's compensation, unemployment insurance, social security or any affiliate similar legislation securing obligations which are not past due; and (iv) the liens securing other indebtedness not past due of the Stockholder Company or its Subsidiaries set forth in the Disclosure Schedule (the "Permitted Real Property Liens"). (i) No eminent domain, condemnation, incorporation, annexation or moratorium or similar proceeding has been terminated. Except as set forth on SCHEDULE 2.12commenced or, all of such leases included on SCHEDULE 2.12 are in full force and effect and constitute valid and binding agreements to the best of the parties (and their successors) thereto in accordance with their respective terms. There are no leasesCompany's knowledge, tenancy agreements, easements, covenants, restrictions or threatened by an authority having the power of eminent domain to condemn any other instruments, agreements or arrangements which create in or confer on any party, other than the Company, the right to occupy or possess all or any portion part of the Real Property or create in or confer on any such party any right, title or interest in or to the Real Property or any portion thereof or any interest therein; no party other than owned by the Company occupies or possesses and its Subsidiaries. To the Real Property or any portion thereof; there is legal and adequate ingress and egress between each tract best of Real Property and an adjacent (or, if none, the closest) public roadway; the Real Property is properly zoned in order to allow its current use in the Company's businesses; knowledge, there are no pending or threatened governmental rules, regulations, plans, studies or efforts, or court orders or decisions, which do or could adversely affect the use or value of such properties for their present use. (j) The improvements of all Real Property owned by the Company and its Subsidiaries are in good condition and repair, ordinary wear and tear excepted, and have not suffered any casualty or other material damage which has not been repaired in all material respects. To the best of the Company's knowledge, there is no material latent or patent structural, mechanical or other significant defect, soil condition or deficiency in the improvements included in such properties. (k) The Real Property owned by the Company and its Subsidiaries has been fully assessed and is not subject to abatement. To the best of the Company's knowledge, there are no proposed reassessments of any of such properties by any taxing authority and there are no claims threatened or demands pending special assessments or threatened by any party against the Real Property which, if valid, would create in, other actions or confer on, any party proceedings (other than county-wide reassessments and/or the Company, any right, title or interest usual increases in or millage rates that may be under consideration by the taxing authorities in the jurisdictions where such properties are located) that could give rise to the Real Property or any portion thereof. None of the buildings, structures or improvements described on SCHEDULE 2.12, or the operation or maintenance thereof as now operated or maintained, contravenes any zoning ordinance or other administrative regulation or violates any restrictive covenant or any provision of law, the effect of which would materially interfere with or prevent their continued use for the purposes for which they are now being used or would adversely affect the value thereof or the interest of the Company therein. The Stockholder has furnished to LandCARE a true and correct copy of all owner's policies of title insurance and surveys pertaining to the material increase in real property owned by the Companytaxes or assessments against any of such properties.

Real Property. SCHEDULE 2.12 includes (a) The Companies and the Transferred Subsidiaries own no real property or interests in real property, excluding any real property or interests in real property that are Investment Assets or would have been Investment Assets if beneficially owned by any of the Insurance Companies as of March 31, 2010. (b) Section 3.19(b) of the Seller Disclosure Letter sets forth a true, correct and complete list of all real property owned or leased by any of the Company at Companies or any of the date hereof Transferred Subsidiaries, as lessee (the "Real Property"), and all other real property, if any, used by the Company in the conduct of its business. True, complete and correct copies of all leases and agreements with respect to “Real Property leased by Leases”; the Company have been delivered real properties specified in such leases being referred to LandCARE, and an indication herein as to which such properties, if any, are currently owned, or were formerly owned, by the Stockholder or any affiliates of the Company or the Stockholder is included in SCHEDULE 2.12“Leased Real Properties”). All leases relating to Each Real Property leased by the Company from the Stockholder or any affiliate of the Stockholder has been terminated. Except as set forth on SCHEDULE 2.12, all of such leases included on SCHEDULE 2.12 are Lease is in full force and effect and constitute is a valid and binding agreements obligation of the parties (and their successors) thereto Company or the Transferred Subsidiary that is party thereto, as applicable, and, to the Knowledge of the Parent, each other party to such Real Property Lease. Each such Real Property Lease is enforceable against the Company or the Transferred Subsidiary that is party thereto, as applicable, and, to the Knowledge of the Parent, each other party to such Real Property Lease, in accordance with their respective its terms. There are no leases, tenancy agreementsand a Company or a Transferred Subsidiary (as the case may be) has a valid, easements, covenants, restrictions binding and enforceable leasehold interest (or any other instruments, agreements or arrangements which create the equivalent interest in or confer on any party, other than the Company, the right to occupy or possess all or any portion applicable jurisdiction) under each of the Real Property Leases (subject in each case to Permitted Liens and to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium, rehabilitation, liquidation, fraudulent conveyance, preferential transfer or create similar Laws now or hereafter in effect relating to or confer on affecting creditors’ rights and remedies generally and subject, as to enforceability, to the effect of Laws regarding prohibition of abuse of rights (kenriranyo-no-kinshi) and principles of trust (shingiseijitsu-no-gensoku) (including general equitable or similar principles regardless of whether enforcement is sought in a proceeding in equity or at law)). None of the Companies or any of the Transferred Subsidiaries or, to the Knowledge of the Parent, any other party to a Real Property Lease, is in material default or material breach of a Real Property Lease and, there does not exist any fact, circumstance, event, change, violation, development, effect, condition or occurrence that would constitute such a material default or material breach (with or without the giving of notice or lapse of time, or both) or that would permit the termination, cancellation or acceleration of performance of any material obligation of any Company or any Transferred Subsidiary or, to the Knowledge of the Parent, any other party any right, title or interest in or to the Real Property Lease. As of the date hereof, none of the Companies or any portion thereof of the Transferred Subsidiaries has received any written notice of any default under any Real Property Lease. No Real Property Lease contains any provision providing that any such other party thereto may terminate, cancel or commute the same or declare a material default under the same by reason of the transactions contemplated by the Transaction Agreements. At or prior to the Closing, the Parent has or will have delivered or made available to the Acquiror true, correct and complete copies of all Real Property Leases. All leasing, brokerage, finder and other similar fees and commissions that are due and payable by any Company or any interest therein; no party Transferred Subsidiary with respect to such Real Property Leases have been paid in full. All rents and other than sums due thereunder have been paid to date. All Leased Real Property is in good working order and repair in all respects material to its use or operation, except for any defects which would not materially impair the use or occupancy of such Leased Real Property. A Company occupies or possesses a Transferred Subsidiary, as the case may be, enjoys peaceful and undisturbed possession in all material respects of such Leased Real Property. None of the Companies or any of the Transferred Subsidiaries has subleased or otherwise granted to any Person the right to use or occupy such Leased Real Property or any portion thereof; there is legal and adequate ingress and egress between each tract of Real Property and an adjacent (or, if none, the closest) public roadway; the Real Property is properly zoned in order to allow its current use in the Company's businesses; and there are no claims or demands pending or threatened by any party against the Real Property which, if valid, would create in, or confer on, any party other than the Company, any right, title or interest in or to the Real Property or any portion thereof. None of the buildings, structures or improvements described on SCHEDULE 2.12, or the operation or maintenance thereof as now operated or maintained, contravenes any zoning ordinance or other administrative regulation or violates any restrictive covenant or any provision of law, the effect of which would materially interfere with or prevent their continued use for the purposes for which they are now being used or would adversely affect the value thereof or the interest of the Company therein. The Stockholder has furnished to LandCARE a true and correct copy of all owner's policies of title insurance and surveys pertaining to the real property owned by the Company.

Real Property. SCHEDULE 2.12 includes a list (a) Section 3.14(a) of the Company's Disclosure Letter lists (i) all real property owned or leased leases entered into by the Company at for any real property to which the Company is a party as a lessee as of the date hereof (the "Lease Agreements"), setting forth in the case of any such lease, the location of such real property and (ii) all real properties to which the Company owns fee simple title (the "Owned Real Property"), setting forth the legal description of each such Owned Real Property. To the knowledge of the Company, (iii) the Company has good and marketable title to all of its Owned Real Property and valid leasehold interests of record in and to all real property that is the subject of the Lease Agreements (the "Leased Real Property"), and all (iv) neither the Owned Real Property nor the Leased Real Property is subject to any rights of any other real propertyPerson or entity that are superior to such interests of the Company, if any, used by other than easements of record and the Company matters set forth in Section 3.14(a) and Section 3.14(b) of the Company's Disclosure Letter provided that these items in the conduct Disclosure Letter do not materially interfere with the present use or occupation of its business. True, complete and correct copies of all leases and agreements with respect to the Owned Real Property leased by the Company have been delivered to LandCARE, and an indication as to which such properties, if any, are currently owned, or were formerly owned, by the Stockholder or any affiliates Leased Real Property. (b) Each of the Company or the Stockholder Lease Agreements is included in SCHEDULE 2.12. All leases relating to Real Property leased by the Company from the Stockholder or any affiliate of the Stockholder has been terminated. Except as set forth on SCHEDULE 2.12, all of such leases included on SCHEDULE 2.12 are in full force and effect and constitute constitutes a valid and binding agreements obligation of the parties (and their successors) thereto in accordance with their respective termsCompany. There are no leases, tenancy agreements, easements, covenants, restrictions or any other instruments, agreements or arrangements which create in or confer on any party, other than To the Knowledge of the Company, the right to occupy or possess all or any portion no default of the landlord or the Company has occurred under any Lease Agreement nor has any event occurred which, with the giving of notice or the passage of time or both, would constitute a default of the landlord or the Company thereunder. The Company has not received any written notice alleging that the Company is in default under any Lease Agreement. (c) The Company has received no written notice that any entity or governmental authority considers the operation, use or ownership of the Owned Real Property or create in or confer on any such party any right, title or interest in or to the Leased Real Property to have violated any zoning, land use or similar laws, ordinances, rules, regulations or administrative interpretations applicable thereto, or that any portion thereof or any interest therein; no party other than investigation has been commenced regarding such possible violation. To the Company occupies or possesses Knowledge of the Real Property or any portion thereof; there is legal Company, and adequate ingress and egress between each tract of Real Property and an adjacent (or, if none, the closest) public roadway; the Real Property is properly zoned in order to allow its current use except as noted in the Company's businesses; Disclosure Letter, the present use and there are no claims or demands pending or threatened by any party against operation of the Owned Real Property whichand the Leased Real Property is in compliance with all existing zoning, if validland use and similar laws, would create inordinances, rules, regulations or confer onadministrative interpretations applicable thereto. (d) No condemnation or eminent domain proceeding against any part of the Owned Real Property or Leased Real Property is pending or, any party other than to the Knowledge of the Company, any right, title or interest in or to threatened. (e) All operating facilities located on the Owned Real Property or any portion thereof. None of and the buildingsLeased Real Property are supplied with utilities and other services, structures or improvements described on SCHEDULE 2.12, or assuming the operation or maintenance thereof of such utilities, in such amounts as now operated or maintained, contravenes any zoning ordinance or other administrative regulation or violates any restrictive covenant or any provision of law, the effect of which would materially interfere with or prevent their continued use are reasonably necessary for the purposes for which they are now being used or would adversely affect the value thereof or the interest current operation of the Company therein. The Stockholder has furnished to LandCARE a true such facilities, including gas, electricity, water, waste water, irrigation, drainage, and correct copy of all owner's policies of title insurance and surveys pertaining to the real property owned by the Companysimilar reasonably required services.

Real Property. SCHEDULE 2.12 includes a list None of all the MLIM Business Entities, or, in connection with the MLIM Business, MLIM Parent and the Controlled Affiliates of MLIM Parent owns any real property owned or any interest therein. Schedule 3.12 identifies (i) all material office locations in which any MLIM Business Entity is occupying space that is leased by MLIM Parent or an Affiliate of MLIM Parent, (ii) all of the Company at the date hereof (the "Real Property"), and all other real property, if any, used by the Company in the conduct of its business. True, complete and correct copies of all leases and agreements with respect to Real Property leased by the Company have been delivered to LandCARE, and an indication as material Leases to which such properties, if any, are currently owned, or were formerly owned, by the Stockholder or any affiliates of the Company or the Stockholder MLIM Business Entity is included in SCHEDULE 2.12. All leases relating to Real Property leased by the Company from the Stockholder or any affiliate of the Stockholder has been terminateda party. Except as set forth on SCHEDULE 2.12in Schedule 3.12, such leased real property constitutes all material real property leased, subleased, licensed or otherwise used in the operation of the MLIM Business as presently conducted. True and correct copies of such leases included on SCHEDULE 2.12 real property Leases have been delivered or made available to BlackRock, together with any amendments, modifications or supplements thereto. There exists no material default or condition, or any state of facts or event which with the passage of time or giving of notice or both would constitute a material default, in the performance of its obligations under any of such real property Leases by MLIM Parent or any of its Controlled Affiliates or, to the knowledge of MLIM Parent, by any other party to any of such Leases. Except as may be limited by bankruptcy, insolvency, reorganization and similar applicable Laws affecting creditors generally and by the availability of equitable remedies (a) each of the real property Leases are in full force and effect and constitute legal, valid and binding agreements obligations of MLIM Parent or a MLIM Controlled Affiliate, as applicable, and, to the knowledge of MLIM Parent, each other party to such Leases and (b) each of the parties (and their successors) thereto in accordance with their respective terms. There are no leasesLeases is enforceable against MLIM Parent or its Controlled Affiliate, tenancy agreementsas applicable, easementsand, covenants, restrictions or any other instruments, agreements or arrangements which create in or confer on any party, other than the Company, the right to occupy or possess all or any portion of the Real Property or create in or confer on any such party any right, title or interest in or to the Real Property knowledge of MLIM Parent, each other party to such Lease, except in each case for failures that, individually or any portion thereof or any interest therein; no party other than the Company occupies or possesses the Real Property or any portion thereof; there is legal and adequate ingress and egress between each tract of Real Property and an adjacent (or, if none, the closest) public roadway; the Real Property is properly zoned in order to allow its current use in the Company's businesses; aggregate, have not had and there are no claims would not reasonably be expected to have or demands pending result in a MLIM Material Adverse Effect. Neither MLIM Parent nor any of its Controlled Affiliates has received any written or threatened by oral communication from the landlord or lessor under any party against of such real property Leases claiming that it is in breach of its obligations under such Leases, except for written or oral communications claiming breaches that, individually or in the Real Property which, if validaggregate, would create in, not reasonably be expected to have or confer on, any party other than the Company, any right, title or interest result in or to the Real Property or any portion thereof. None of the buildings, structures or improvements described on SCHEDULE 2.12, or the operation or maintenance thereof as now operated or maintained, contravenes any zoning ordinance or other administrative regulation or violates any restrictive covenant or any provision of law, the effect of which would materially interfere with or prevent their continued use for the purposes for which they are now being used or would adversely affect the value thereof or the interest of the Company therein. The Stockholder has furnished to LandCARE a true and correct copy of all owner's policies of title insurance and surveys pertaining to the real property owned by the CompanyMLIM Material Adverse Effect.

Real Property. SCHEDULE 2.12 includes (a) No Acquired Company owns, nor has any Acquired Company ever owned, a list fee interest in any real property. (b) ‎‎ Section 4.13(b) of the Company Disclosure Letter contains a complete and correct list, as of the date of this Agreement, of all real property owned leases, subleases and use or leased by the Company at the date hereof other occupancy agreements relating to Leased Real Property (the "“Real Property"Property Leases”). The Company has delivered or made available to Parent, and all other real property, if any, used by the Company in the conduct of its business. Truea true, complete and correct copies copy of each Real Property Lease (including all leases amendments, modifications, renewals, consents, guaranties and other agreements with respect to Real Property leased by the Company have been delivered to LandCARE, and an indication as to which such properties, if any, are currently owned, or were formerly owned, by the Stockholder or any affiliates of the Company or the Stockholder is included in SCHEDULE 2.12. All leases relating to Real Property leased by the Company from the Stockholder or any affiliate of the Stockholder has been terminatedthereto). Except as set forth on SCHEDULE 2.12in ‎‎Section 4.13(b) of the Company Disclosure Letter or except as would not reasonably be expected to be, individually or in the aggregate, material to the Acquired Companies, (i) an Acquired Company has a valid leasehold interest in each such Leased Real Property free and clear of any Liens other than Permitted Liens, (ii) an Acquired Company has a legal, valid, binding and enforceable leasehold estate in each such Leased Real Property, subject only to the Enforceability Exceptions and any Permitted Liens, (iii) none of any Acquired Company or, to the Company’s Knowledge, any other party thereto, is in material breach or material default under any such Real Property Lease, and, to the Knowledge of the Company, no event has occurred or circumstance exists which, with notice or lapse of time, or both, would constitute such a breach or default or permit the termination, modification or acceleration of rent under such Real Property Lease, and (iv) no Acquired Company has received any written notice of the existence of any breach or default or event or circumstance that, with notice or lapse of time, or both, would constitute a breach or default by any Acquired Company or the party that is the lessee or lessor of such Leased Real Property. No Real Property Lease is subject to any ground lease, mortgage, deed of trust or other superior Liens or interests (including, for the avoidance of doubt, any present or future right to occupy any portion of the Leased Real Property) that would entitle the holder thereof to interfere with or disturb the tenant’s use and enjoyment of the Leased Real Property or the exercise of the tenant’s rights under any Real Property Lease so long as the tenant is not in default under such Real Property Lease. The Leased Real Property comprises all of such leases included on SCHEDULE 2.12 are in full force and effect and constitute valid and binding agreements the real property used, or otherwise related to, the business of the parties Acquired Companies. (c) Except as set forth in ‎Section 4.12(c) of the Company Disclosure Letter, the Company has not subleased, assigned or transferred any interest in any Leased Real Property or granted any Person the right to use or occupy any of the Leased Real Property. No option has been exercised by the Acquired Companies under any of the Real Property Leases except options exercised as evidenced by a written document, a true, complete and their successors) thereto in accordance with their respective termsaccurate copy of which has been made available to Parent. There are no leases, tenancy agreements, easements, covenants, restrictions or any other instruments, agreements or arrangements which create in or confer on any party, other than To the Knowledge of the Company, the right Company has not received any notice of any appropriation, condemnation or eminent domain proceeding relating to occupy or possess all affecting the Leased Real Property that has not been corrected, and to the Knowledge of the Company, no such proceeding is pending or any portion threatened. All brokerage commissions and other compensation and fees due and payable by the Company by reason of the Real Property or create Leases have been paid in or confer on any such party any rightfull, title or interest in or to except the Real Property or any portion thereof or any interest therein; no party other than the Company occupies or possesses the Real Property or any portion thereof; there is legal and adequate ingress and egress between each tract of Real Property and an adjacent (or, if none, the closest) public roadway; the Real Property is properly zoned in order to allow its current use in the Company's businesses; and there are no claims or demands pending or threatened by any party against the Real Property which, if valid, would create in, or confer on, any party other than the Company, any right, title or interest in or to the Real Property or any portion thereof. None of the buildings, structures or improvements described on SCHEDULE 2.12, or the operation or maintenance thereof as now operated or maintained, contravenes any zoning ordinance or other administrative regulation or violates any restrictive covenant or any provision of law, the effect failure of which would materially interfere with or prevent their continued use not be material to the Company and its Subsidiaries, taken as a whole. All improvements on the Leased Real Property which are used for the purposes for which they are now being used or would adversely affect the value thereof or the interest operation of the Company therein. The Stockholder business are in all material respects in good condition and repair, ordinary wear and tear excepted, have not suffered any material casualty or other material damage that has furnished to LandCARE a true not been repaired in all material respects and correct copy are suitable for the operation of all owner's policies of title insurance and surveys pertaining to the real property owned by the Companybusiness.

Real Property. SCHEDULE 2.12 includes Except as described in the Registration Statement, the General Disclosure Package and the Prospectus, the Operating Partnership, directly or indirectly through its subsidiaries, has good and marketable title (or in the case of ground leases, a list valid leasehold interest) to all real property owned by them and good title to all other properties owned by it, directly or indirectly through its subsidiaries, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (A) are described in the Registration Statement, the General Disclosure Package and the Prospectus or (B) do not, singly or in the aggregate, materially affect the value of such property and do not interfere materially with the use made and proposed to be made of such property by the Operating Partnership, directly or indirectly through its subsidiary that owns such property; and all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Operating Partnership, directly or indirectly through one of its subsidiaries, holds Properties, are in full force and effect, and neither the Company nor any of its subsidiaries has received any written notice of any material claim of any sort that has been asserted against the Company or any of its subsidiaries by anyone adverse to the rights of the Company or any subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease. Except as otherwise set forth in or described in the Registration Statement, the General Disclosure Package and the Prospectus, the mortgages and deeds of trust encumbering the Properties are not convertible into debt or equity securities of the entity owning such Property or of the Company or any of its subsidiaries, and such mortgages and deeds of trust will not be cross-defaulted or cross-collateralized to any property not owned, directly or indirectly, in whole or in part, by the Operating Partnership. To the knowledge of the Company and the Operating Partnership, none of the tenants under any lease of space at any of the Properties that, singly or in the aggregate, is material to the Company and its subsidiaries considered as one enterprise is the subject of bankruptcy, reorganization or similar proceedings. None of the Company or any of its subsidiaries has received from any Governmental Entity any written notice of any condemnation of or zoning change materially affecting any Property or any part thereof, and the Company has no knowledge of any such condemnation or zoning change which is threatened and, in each case, which if consummated would reasonably be expected to result in a Material Adverse Effect. Each of the Properties complies in all material respects with all applicable codes, ordinances, laws and regulations (including without limitation, building and zoning codes, laws and regulations and laws relating to access to the Properties), except for failures to the extent disclosed in the Registration Statement, the General Disclosure Package and the Prospectus and except for such failures to comply that would not individually or in the aggregate reasonably be expected to result in a Material Adverse Effect. Neither the Company nor any of its subsidiaries has received written notice of proposed material special assessment or any proposed change in any property tax, zoning or land use law or availability of water affecting any Property that would reasonably be expected to result in a Material Adverse Effect. Except as described in the Registration Statement, the General Disclosure Package and the Prospectus, the Company or one or more of its subsidiaries has obtained, on or prior to the date hereof, one or more title insurance policies on, whether directly or through assignment or endorsements, or a so-called “fairway-endorsement” on existing title policies covering, the fee interests (or leasehold interests as the case may be) from a nationally recognized title insurance company, or, if such title policy has not been issued, a binding commitment by such title insurance company to issue such a policy, which policies include commercially reasonable exceptions, with coverage in such amounts as are commercially reasonable for the assets owned or leased by the Company and that are consistent with the types and amounts of insurance typically maintained by owners of similar properties, and such title insurance policies, fairway endorsements or binding commitments, as the case may be, are in full force and effect in all material respects. Except as would not, individually or in the aggregate reasonably be expected to result in a Material Adverse Effect, there are no encroachments upon any Property by improvements on an adjacent property, and none of the improvements on any Property encroach on any adjacent property, streets or alleys. Except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus, neither the Company nor any of its subsidiaries is a party to any material lease that is required to be disclosed in the Registration Statement or the Prospectus. Except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus, neither the Company nor any of its subsidiaries holds any Property under a ground lease, and true and complete copies of each ground lease described in the Registration Statement, the General Disclosure Package and the Prospectus have been provided to the Underwriters or their counsel. To the knowledge of the Company and the Operating Partnership, all real property owned or leased by the Company or a Subsidiary is free of material structural defects and all building systems contained therein are in good working order in all material respects, subject to ordinary wear and tear or, in each instance, the Company has created an adequate reserve to effect reasonably required repairs, maintenance and capital expenditures; to the knowledge of the Company and the Operating Partnership, water, storm water, sanitary sewer, electricity and telephone service are all available at the date hereof property lines of such property over duly dedicated streets or perpetual easements of record benefiting such property; except as described in the Registration Statement, the General Disclosure Package and the Prospectus, to the knowledge of the Company and the Operating Partnership, there is no pending or threatened special assessment, tax reduction proceeding or other action that, individually or in the aggregate, could reasonably be expected to increase or decrease the real property taxes or assessments of any of such property, that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect. To the knowledge of the Company and the Operating Partnership, except as set forth in or described in the Registration Statement, the General Disclosure Package and the Prospectus, including as may be reflected in the pro forma financial statements, and except as would not, individually or in the aggregate, reasonably be expected have a Material Adverse Effect: (A) no rentals or other amounts due under any lease have been paid more than one (1) month in advance; (B) no tenant has asserted in writing any defense or set-off against the payment of rent in connection with any lease nor has any tenant contested any tax, operating cost or other escalation payment or occupancy charge, or any other amounts payable under its leases; (C) all tenants, licensees, franchisees or other parties under any lease, exhibit, schedule, amendment or other document related to the lease of space at the Properties (the "Real Property")“Leases”) are in possession of their respective premises; (D) none of the Leases has been assigned, and all other real propertymortgaged, if anypledged, used by the Company sublet, hypothecated or otherwise encumbered, except in connection with secured debt described in the conduct of its business. TrueRegistration Statement, complete the General Disclosure Package and correct copies of all leases and agreements with respect to Real Property leased by the Company have been delivered to LandCARE, and an indication as to which such properties, if any, are currently owned, or were formerly owned, by the Stockholder or any affiliates Prospectus; (E) none of the Company or the Stockholder is included in SCHEDULE 2.12. All leases relating to Real Property leased by the Company from the Stockholder or any affiliate of its subsidiaries has waived any material provision under any of the Stockholder has been terminated. Except as set forth on SCHEDULE 2.12, all of such leases included on SCHEDULE 2.12 are in full force and effect and constitute valid and binding agreements of the parties Leases; (and their successorsF) thereto in accordance with their respective terms. There are no leases, tenancy agreements, easements, covenants, restrictions or any other instruments, agreements or arrangements which create in or confer on any party, other than the Company, the right to occupy or possess all or any portion of the Real Property or create in or confer on any such party any right, title or interest in or to the Real Property or any portion thereof or any interest therein; no party other than the Company occupies or possesses the Real Property or any portion thereof; there is legal and adequate ingress and egress between each tract of Real Property and an adjacent (or, if none, the closest) public roadway; the Real Property is properly zoned in order to allow its current use in the Company's businesses; and there are no claims uncured events of default, or demands pending events that with the giving of notice or threatened passage of time, or both, would constitute an event of default, by any party against the Real Property which, if valid, would create in, or confer on, tenant under any party other than the Company, any right, title or interest in or to the Real Property or any portion thereof. None of the buildings, structures or improvements described on SCHEDULE 2.12, or terms and provisions of the operation or maintenance thereof as now operated or maintained, contravenes Leases; and (G) no tenant under any zoning ordinance of the Leases and no third party has a right of first refusal or other administrative regulation or violates any restrictive covenant or any provision of law, right to purchase the effect of which would materially interfere with or prevent their continued use for the purposes for which they are now being used or would adversely affect the value thereof or the interest of the Company therein. The Stockholder has furnished to LandCARE a true and correct copy of all owner's policies of title insurance and surveys pertaining to the real property owned by the Companypremises demised under such Lease.

Real Property. SCHEDULE 2.12 includes None of the Companies or their Subsidiaries owns any real property. Section 3.1(k)(a) of the Seller Disclosure Schedule sets forth (x) the location of all real property (the “Real Property”) directly or indirectly leased to any of the Companies or their Subsidiaries by a third party pursuant to a lease, sublease or other similar agreement under which any of the Companies or their Subsidiaries is the lessee or sublessee (collectively, the “Company Leases”) and (y) a list of all real property owned or leased by the Company at the date hereof Leases. Each Company Lease (the "Real Property"), A) constitutes a valid and all other real property, if any, used by the Company in the conduct of its business. True, complete and correct copies of all leases and agreements with respect to Real Property leased by the Company have been delivered to LandCARE, and an indication as to which such properties, if any, are currently owned, or were formerly owned, by the Stockholder or any affiliates binding obligation of the Company or the Stockholder Subsidiary party thereto and (B) assuming such Company Lease is included in SCHEDULE 2.12. All leases relating to Real Property leased by binding and enforceable against the other parties thereto, is enforceable against the Company from or the Stockholder Subsidiary party thereto, except as limited by bankruptcy, insolvency, reorganization, moratorium or any affiliate other similar Laws affecting the enforcement of creditors’ rights in general and subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity), (ii) none of the Stockholder has Companies or their Subsidiaries is, in any material respect, in breach of or default under any Company Lease. True and complete copies of all Company Leases, together with all modifications, extensions, amendments and assignments thereof, if any, have heretofore been terminatedfurnished or made available to Buyer. The Companies or their Subsidiaries have paid the rents and observed the material terms of the Company Leases. Except as set forth on SCHEDULE 2.12, all of such leases included on SCHEDULE 2.12 are in full force and effect and constitute valid and binding agreements Section 3.1(k)(b) of the parties (and Seller Disclosure Schedule, none of the Companies or their successors) thereto in accordance with their respective terms. There are no leasesSubsidiaries have subleased, tenancy agreements, easements, covenants, restrictions licensed or granted other interests giving any other instruments, agreements or arrangements which create in or confer on Person any party, other than the Company, the right to occupy the use, occupancy or possess all or enjoyment of any portion of the Real Property or create in or confer on any such party any right, title or interest in or to the Real Property or any portion thereof or any interest therein; no party other than the Company occupies or possesses the Real Property or any portion thereof; there is legal and adequate ingress and egress between each tract of Real Property and an adjacent (or, if none, the closest) public roadway; the Real Property is properly zoned in order to allow its current use in the Company's businesses; and there are no claims or demands pending or threatened by any party against the Real Property which, if valid, would create in, or confer on, any party other than the Company, any right, title or interest in or to the Real Property or any portion thereof. None of the buildings, structures or improvements described on SCHEDULE 2.12, or the operation or maintenance thereof as now operated or maintained, contravenes any zoning ordinance or other administrative regulation or violates any restrictive covenant or any provision of law, the effect of which would materially interfere with or prevent their continued use for the purposes for which they are now being used or would adversely affect the value thereof or the interest of the Company therein. The Stockholder has furnished to LandCARE a true and correct copy of all owner's policies of title insurance and surveys pertaining to the real property owned by the Company.

Real Property. SCHEDULE 2.12 includes (a) Section 3.16(a) of the Disclosure Letter sets forth a true, correct and complete list of all real property owned or leased by the Company at the date hereof (the "“Owned Real Property"Properties”). The Company or one of its Subsidiaries has good and marketable title to each of the Owned Real Properties, free and clear of all Liens other than Liens (i) reflected on the financial statements of the Company, (ii) for current Taxes not yet past due and payable or delinquent, (iii) which are disclosed on the title insurance policies issued to the Company, true, correct and complete copies of which have been delivered to Parent, or (iv) which do not materially interfere with the Company’s use and enjoyment of the Owned Real Properties or materially detract from or diminish the value thereof. There are no purchase options, rights of first refusal or similar rights outstanding with respect to any of the Owned Real Properties. Neither the Company nor any of its Subsidiaries has received written notice of any pending, and to the Knowledge of the Company there is no threatened, condemnation or similar proceeding with respect to any of the Owned Real Properties. The Company has heretofore delivered to Parent true, correct and complete copies of all material leases pursuant to which the Company or any of its Subsidiaries leases all or a portion of any Owned Real Property to a third party. To the Knowledge of Company, each such lease is valid, binding and in full force and effect, all rent and other sums and charges payable to the Company or its Subsidiaries as landlords thereunder are current in all material respects. To the Knowledge of the Company, no termination event or condition or uncured default of a material nature on the part of the Company or, if applicable, its Subsidiary or the tenant thereunder exists under any such lease. (b) Section 3.16(b) of the Disclosure Letter sets forth a true, correct and complete list of all leases, subleases and other agreements under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy, now or in the future, any real property (the “Real Property Leases”). The Company has heretofore delivered to Parent true, correct and complete copies of all material Real Property Leases (including all material modifications, amendments, supplements, waivers and side letters thereto). Each Real Property Lease is, to the Knowledge of the Company, valid and binding and is in full force and effect, enforceable against the Company or one of its Subsidiaries that is a party thereto, except as limited by bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ rights in general and subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding at Law or in equity), and all rent and other real property, if any, used sums and charges payable by the Company or any of its Subsidiaries as tenants thereunder are current in all material respects. To the Knowledge of the Company, no termination event or condition or uncured default of a material nature on the part of the Company or, if applicable, its Subsidiary or the landlord thereunder exists under any Real Property Lease. The Company and each of its Subsidiaries has a good and valid leasehold interest in each parcel of real property leased by it free and clear of all Liens except (i) those reflected or reserved against in the conduct balance sheet of its business. Truethe Company as of January 1, complete 2011, and correct copies of all leases included in the Company SEC Reports, (ii) Taxes and agreements general and special assessments not yet past due and payable or delinquent, (iii) any Liens solely affecting the fee interest in such parcel and with respect to Real Property leased by which either (A) the Company have been delivered Company’s or its Subsidiary’s rights are superior to LandCAREsuch Liens, or (B) there is a valid and an indication as enforceable subordination and non-disturbance agreement pursuant to which such properties, if any, are currently owned, or were formerly owned, by the Stockholder or any affiliates rights and interests of the Company or its Subsidiary, as applicable, will not be disturbed if the Stockholder is included in SCHEDULE 2.12landlord thereunder defaults under such Lien and (iv) other Liens which do not materially interfere with the Company’s use and enjoyment of such real property or materially detract from or diminish the value thereof. All leases relating to Real Property leased No brokerage commissions, fees or similar costs or expenses are owed by the Company from the Stockholder or any affiliate of its Subsidiaries with respect to any Real Property Leases. Neither the Company nor any of its Subsidiaries has received written notice of any pending, and to the Knowledge of the Stockholder has been terminated. Except as set forth on SCHEDULE 2.12Company there is no threatened, all of such leases included on SCHEDULE 2.12 are in full force and effect and constitute valid and binding agreements of the parties (and their successors) thereto in accordance condemnation or similar proceeding with their respective terms. There are no leases, tenancy agreements, easements, covenants, restrictions or respect to any other instruments, agreements or arrangements which create in or confer on property leased pursuant to any party, other than the Company, the right to occupy or possess all or any portion of the Real Property or create in or confer on any such party any right, title or interest in or to the Real Property or any portion thereof or any interest therein; no party other than the Company occupies or possesses the Real Property or any portion thereof; there is legal and adequate ingress and egress between each tract of Real Property and an adjacent (or, if none, the closest) public roadway; the Real Property is properly zoned in order to allow its current use in the Company's businesses; and there are no claims or demands pending or threatened by any party against the Real Property which, if valid, would create in, or confer on, any party other than the Company, any right, title or interest in or to the Real Property or any portion thereof. None of the buildings, structures or improvements described on SCHEDULE 2.12, or the operation or maintenance thereof as now operated or maintained, contravenes any zoning ordinance or other administrative regulation or violates any restrictive covenant or any provision of law, the effect of which would materially interfere with or prevent their continued use for the purposes for which they are now being used or would adversely affect the value thereof or the interest of the Company therein. The Stockholder has furnished to LandCARE a true and correct copy of all owner's policies of title insurance and surveys pertaining to the real property owned by the Companyleases.

Real Property. SCHEDULE 2.12 includes (a) Section 3.07(a)(i) of the Seller Disclosure Letter sets forth a list true and complete list, as of the date of this Agreement, of all real property owned or leased in fee by any Group Company (the Company at “Owned Real Property”). Section 3.07(a)(ii) of the Seller Disclosure Letter sets forth a true and complete list, as of the date hereof of this Agreement, of all real property leased, licensed or occupied by any Group Company (as lessee) (the "“Leased Real Property"” and, together with the Owned Real Property, the “Company Real Property”). (b) The Group Company referred to in Section 3.07(a)(i) of the Seller Disclosure Letter has legal and beneficial title to all Owned Real Property and valid legal and beneficial title to the tenant’s interest in all Leased Real Property, in each case free and all other real property, if any, used by the Company in the conduct of its business. True, complete and correct copies clear of all Liens (other than Permitted Liens). (c) All leases related to the use and agreements with respect to occupancy of the Leased Real Property leased by the Company have been delivered to LandCAREare valid, binding and an indication as to which such properties, if any, are currently owned, or were formerly owned, by the Stockholder or any affiliates of the Company or the Stockholder is included in SCHEDULE 2.12. All leases relating to Real Property leased by the Company from the Stockholder or any affiliate of the Stockholder has been terminated. Except as set forth on SCHEDULE 2.12, all of such leases included on SCHEDULE 2.12 are in full force and effect and constitute valid and binding agreements of are enforceable by the parties (and their successors) Group Company party thereto in accordance with their respective terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other Laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a Proceeding in equity or at Law). There are Each Group Company party thereto has performed all material obligations required to be performed by it under each such lease, and it is not (with or without the lapse of time or the giving of notice, or both) in material breach or material default in any respect thereunder and, to the Knowledge of Seller, no leasesother party to any lease is (with or without the lapse of time or the giving of notice, tenancy agreementsor both) in material breach or material default in any respect thereunder, easementsexcept as, individually or in the aggregate, would not be expected to be, material to the Group Companies taken as a whole. (d) A Group Company has in its physical possession or under its control free from any Lien (other than Permitted Liens) the deeds and documents necessary to prove the title of a Group Company to each Company Real Property that is registerable but is not at the date hereof registered at the relevant land registry of the applicable jurisdiction. (e) Each Company Real Property has the benefit of rights of access required for its continued use to conduct business immediately after the Closing Date in all material respects in the same manner as currently used. (f) To the Knowledge of Seller, all title covenants, restrictions or any restrictions, stipulations and other instruments, agreements or arrangements encumbrances which create in or confer on any party, other than a Group Company is required to comply with and relate to the Company, the right to occupy or possess all or any portion of the Owned Real Property or create have been observed and performed in or confer on any such party any rightall material respects and, title or interest in or to the Real Property or Knowledge of Seller, no notice of any portion thereof or alleged breach has been received by any interest therein; no party other than Group Company which remains outstanding. (g) To the Company occupies or possesses the Real Property or any portion thereof; there is legal and adequate ingress and egress between each tract Knowledge of Real Property and an adjacent (orSeller, if none, the closest) public roadway; the Real Property is properly zoned in order to allow its current use in the Company's businesses; and there are no claims condemnation proceedings or demands eminent domain proceedings of any kind pending or, to the Knowledge of Seller, threatened against the Company Real Property, except as would not, individually or threatened in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (h) To the Knowledge of Seller, there is not any reason that would prevent the Company Real Property from being occupied by the Group Companies immediately after the Closing Date in the same manner as occupied by the Group Companies immediately prior to the Closing. (i) The Group Companies do not, individually or in aggregate, have liability (whether actual or contingent) in respect of land and buildings that have been previously owned by any party against Group Company at any time during the Real Property whichperiod of 12 years prior to the date of this agreement whether freehold, if valid, would create in, commonhold or confer on, any party leasehold (other than the Company, any right, title or interest in or relation to the Company Real Property or any portion thereof. None Property) in excess of the buildings, structures or improvements described on SCHEDULE 2.12, or the operation or maintenance thereof as now operated or maintained, contravenes any zoning ordinance or other administrative regulation or violates any restrictive covenant or any provision of law, the effect of which would materially interfere with or prevent their continued use for the purposes for which they are now being used or would adversely affect the value thereof or the interest of the Company therein. The Stockholder has furnished to LandCARE a true and correct copy of all owner's policies of title insurance and surveys pertaining to the real property owned by the CompanyGBP 5,000,000.

Real Property. SCHEDULE 2.12 includes (a) Section 4.08(a) of the Seller Disclosure Letter contains a list true, correct and complete list, as of the date of the Original Agreement, (including the date and name of the parties and the street address) of all leases, subleases, licenses, concessions, ground leases and other agreements (written or oral) used or held for use primarily in the operation or conduct of the Business (“Real Property Leases”; and the real property owned leased, subleased or leased by licensed thereunder, the Company at the date hereof (the "“Leased Real Property"”), . Seller has delivered to Purchaser a true and all other real property, if any, used by complete copy of each Real Property Lease and any material ancillary agreement to each such Real Property Lease. Subject to the Company circumstances described in the conduct proviso to the following sentence, each of its business. True, complete and correct copies of all leases and agreements with respect to the Real Property leased by the Company have been delivered to LandCARELeases is legal, valid, binding and an indication as to which such properties, if any, are currently owned, or were formerly owned, by the Stockholder or any affiliates of the Company or the Stockholder is included in SCHEDULE 2.12. All leases relating to Real Property leased by the Company from the Stockholder or any affiliate of the Stockholder has been terminated. Except as set forth on SCHEDULE 2.12, all of such leases included on SCHEDULE 2.12 are in full force and effect in all material respects and constitute valid and binding agreements of the parties (and their successors) thereto is enforceable in accordance with their respective termsits terms against Seller or its Subsidiaries and, to the Knowledge of Seller, each other party thereto. Neither Seller’s nor any of its Subsidiaries’ possession and quiet enjoyment of the Leased Real Property under any Real Property Lease has been disturbed in any material respect, and to Seller’s Knowledge, there are no material disputes with respect to any Real Property Lease. Neither Seller or any of its Subsidiaries nor, to the Knowledge of Seller, any other party to any Real Property Lease is in material breach or material default under any Real Property Lease, and no event or condition has occurred that constitutes or would constitute (with or without notice or lapse of time or both), a material breach or material default on the part of Seller or any of its Subsidiaries, or to Seller’s Knowledge, any other party to such Real Property Lease, nor has Seller or any of its Subsidiaries received any notice of any such material breach or material default, event or condition; provided, that, for purposes of this sentence, it shall not be a material default with respect to any such Real Property Lease if such Real Property Lease is not in effect on the Closing Date because (x) its term has ended pursuant to the terms thereof or (y) the other party under such Real Property Lease has terminated such Real Property Lease for any reason other than a default by Seller or any of its Subsidiaries thereunder. Neither Seller nor any of its Subsidiaries has subleased, licensed or otherwise granted any Person the right to use or occupy any Leased Real Property or any portion thereof. Neither Seller nor any of its Subsidiaries has collaterally assigned or granted any other security interest in such Real Property Lease or any interest therein. (b) Section 4.08(b) of the Seller Disclosure Letter sets forth the street address of all real property that is both (i) owned by Seller and its Subsidiaries and (ii) used or held for use primarily in the operation or conduct of the Business (Seller’s fee simple interest therein together with all buildings, improvements and structures thereon, the “Owned Real Property” and together with the Leased Real Property, the “Real Property”). Seller or one of its Subsidiaries owns the Owned Real Property in fee simple and has good and marketable title to such Owned Real Property subject to no Liens except for Permitted Liens. There are no leasesoutstanding options, tenancy agreements, easements, covenants, restrictions rights of first offer or any other instruments, agreements or arrangements which create in or confer on any party, other than the Company, the right rights of first refusal to occupy or possess all or any portion of the Real Property or create in or confer on any purchase such party any right, title or interest in or to the Owned Real Property or any portion thereof or any interest therein; . For purposes of this Section, “used or held for use primarily in the operation or conduct of the Business” does not include real property that is, or real property that has, a building, improvement or structure thereon that is, closed or otherwise no party other than longer actively involved in Business, including real property where Seller’s involvement and obligations are limited to closure or remediation. (c) To Seller’s Knowledge, all Improvements owned, leased, licensed or otherwise occupied by Seller or any of its Subsidiaries located on the Company occupies Real Property are in reasonable working order and repair in all material respects and are and suitable for the purpose for which they are currently used and sufficient for the operation of the Business as currently conducted. Except as would not reasonably be expected to have a Material Adverse Effect, (i) no condemnation, rezoning, dedication or possesses expropriation proceeding is pending or, to Seller’s Knowledge, threatened against the Real Property or the Improvements and (ii) to Seller’s Knowledge, there are no structural deficiencies or latent defects affecting any of the Improvements and, to Seller’s Knowledge, 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; there is legal and adequate ingress and egress between each tract thereof in the operation of Real Property and an adjacent the business as currently conducted. (ord) Except as would not reasonably be expected to have a Material Adverse Effect, if noneall Improvements owned, the closest) public roadway; leased, licensed or otherwise occupied by Seller or any of its Subsidiaries located on the Real Property is properly zoned are in a state of good working order to allow its current use in and repair and are and suitable for the Company's businesses; purpose for which they are currently used and sufficient for the operation of the business as currently conducted. (e) Except for Permitted Liens, there are no claims actual, pending or, to the Knowledge of Seller, threatened condemnation or demands pending eminent domain proceedings, planned public improvements, annexation, special assessments, zoning or threatened by any party against the Real Property which, if valid, would create insubdivision changes, or confer on, other adverse claims affecting any party other than the Company, any right, title or interest in or to the Real Property or any portion part thereof, and neither Seller or any of its Subsidiaries has received any written notice of the intention of any Governmental Authority or other Person to take or use all or any part thereof. None Except as set forth on Section 4.08(e) of the buildingsSeller Disclosure Letter and except for Permitted Liens, structures or improvements described on SCHEDULE 2.12, or the operation or maintenance thereof as now operated or maintained, contravenes there are no agreements granting any zoning ordinance or Person other administrative regulation or violates any restrictive covenant than Seller or any provision of law, its Subsidiaries the effect of which would materially interfere with right to use or prevent their continued use for the purposes for which they are now being used or would adversely affect the value thereof or the interest occupy any material portion of the Company therein. The Stockholder has furnished to LandCARE a true and correct copy of all owner's policies of title insurance and surveys pertaining Real Property. (f) With respect to the Business, neither Seller nor any of its Subsidiaries is party to or bound by any Contract or option to purchase or sell any real property owned by the Companyor interest therein.

Real Property. SCHEDULE 2.12 includes a list Neither the Company nor its Subsidiaries owns any real property. Schedule 3.14 of the Company Disclosure Schedules lists each of the Real Property Leases and each Leased Real Property, including the street address of each parcel of Leased Real Property and the identity of the lessor, lessee and current occupant (if different from lessee) of each such parcel of Leased Real Property. The Company has delivered to Acquiror true and complete copies of all Real Property Leases and all amendments thereto. The Leased Real Property is all of the real property owned or leased used and/or occupied by the Company at the date hereof (the "and its Subsidiaries. The Company or its Subsidiaries have a valid leasehold estate in all Leased Real Property"), free and all other real property, if any, used by the Company in the conduct of its business. True, complete and correct copies clear of all leases Encumbrances, other than Permitted Encumbrances and agreements any such exceptions that would not interfere with respect to the current use of the Leased Real Property. All Real Property leased by the Company have been delivered to LandCARE, and an indication as to which such properties, if any, are currently owned, or were formerly owned, by the Stockholder or any affiliates of the Company or the Stockholder is included in SCHEDULE 2.12. All leases relating to Real Property leased by the Company from the Stockholder or any affiliate of the Stockholder has been terminated. Except as set forth on SCHEDULE 2.12, all of such leases included on SCHEDULE 2.12 Leases are in full force and effect and constitute valid and binding agreements effect, neither the Company nor any of its Subsidiaries has received any written notice of a breach or default by the parties (and their successors) thereto in accordance with their respective terms. There are no leases, tenancy agreements, easements, covenants, restrictions Company or any other instrumentsof its Subsidiaries thereunder, agreements nor has the Company or arrangements which create in or confer on any partyof its Subsidiaries delivered notices to a landlord of any default by the landlord under any Leased Real Property, other than and to the Knowledge of the Company, no event has occurred that, without notice or with lapse of time or both, would constitute a breach or default by the right to occupy or possess all Company or any portion of the Real Property or create in or confer on any such party any right, title or interest in or to the Real Property or any portion thereof or any interest therein; no party other than the Company occupies or possesses the Real Property or any portion thereof; there is legal and adequate ingress and egress between each tract of Real Property and an adjacent (or, if none, the closest) public roadway; the Real Property is properly zoned in order to allow its current use in the Company's businesses; and there are no claims or demands pending or threatened by any party against the Real Property which, if valid, would create in, or confer on, any party other than the Company, any right, title or interest in or to the Real Property or any portion thereofSubsidiaries thereunder. None of the buildingsLeased Real Property has been leased, structures subleased or improvements described on SCHEDULE 2.12, or licensed by the operation or maintenance thereof as now operated or maintained, contravenes any zoning ordinance or other administrative regulation or violates any restrictive covenant Company or any provision of law, its Subsidiaries to third parties. To the effect of which would materially interfere with or prevent their continued use for the purposes for which they are now being used or would adversely affect the value thereof or the interest Knowledge of the Company, no claim has been asserted against the Company therein. The Stockholder has furnished or any of its Subsidiaries adverse to LandCARE a true and correct copy of all owner's policies of title insurance and surveys pertaining to its rights in the real property owned by the CompanyLeased Real Property.

Real Property. SCHEDULE 2.12 includes (a) Section 3.15(a) of the Disclosure Schedule contains a true and correct list of all (i) each parcel of real property owned or leased leased, occupied and/or operated by the Company at the date hereof (as lessor or lessee or otherwise) (the "“Leased Real Property"”), and (ii) all Liens relating to or affecting any parcel of real property referred to in clause (i) to which the Company is a party. The Company owns no real property other real propertythan Company-owned leasehold improvements, if any, used on the Leased Real Property. (b) Subject to the terms of its respective leases, the Company has a valid and subsisting leasehold estate in and the right to quiet enjoyment of each of the Leased Real Properties for the full term of the leases (including renewal periods) relating thereto. Each Lease Document referred to in Section 3.15(d) below is a legal, valid and binding agreement, enforceable in accordance with its terms, of the Company, and to the Company’s knowledge, of each other Person that is a party thereto, and there is no, and the Company has not received notice of any, default by the Company in (or any condition or event which, after notice or lapse of time or both, would constitute a default by the conduct Company) under any Lease Document and, to the Company’s knowledge, there is no default under any Lease Document (or any condition or event which, after notice or lapse of its businesstime or both, would constitute a default) by any other Person that is a party thereto. True, complete and correct copies of all leases and agreements The Company does not owe brokerage commissions or finder’s fees with respect to any such Leased Real Property, except to the extent that the Company may renew the term of any such lease, in which case, any such commissions and fees would be in amounts that are reasonable and customary for the spaces so leased, given their intended use and terms. (c) All improvements on the Leased Real Property leased by the Company have been delivered to LandCARE, (i) comply with and an indication as to which such properties, if any, are currently owned, or were formerly owned, by the Stockholder or any affiliates of the Company or the Stockholder is included operated in SCHEDULE 2.12. All leases relating to Real Property leased by the Company from the Stockholder or any affiliate of the Stockholder has been terminated. Except as set forth on SCHEDULE 2.12, all of such leases included on SCHEDULE 2.12 are in full force and effect and constitute valid and binding agreements of the parties (and their successors) thereto material respects in accordance with their respective terms. There applicable Laws (including Environmental Laws) and all applicable Liens, Approvals, Contracts, covenants and restrictions and (ii) are no leasesin all material respects in good operating condition and in a state of good maintenance and repair, tenancy agreementsordinary wear and tear excepted, easements, covenants, restrictions or any other instruments, agreements or arrangements which create and such improvements are in or confer on any party, other than the Company, the right to occupy or possess all or any portion of the Real Property or create in or confer on any such party any right, title or interest in or to the Real Property or any portion thereof or any interest therein; no party other than the Company occupies or possesses the Real Property or any portion thereof; there is legal material respects adequate and adequate ingress and egress between each tract of Real Property and an adjacent (or, if none, the closest) public roadway; the Real Property is properly zoned in order to allow its current use in the Company's businesses; and there are no claims or demands pending or threatened by any party against the Real Property which, if valid, would create in, or confer on, any party other than the Company, any right, title or interest in or to the Real Property or any portion thereof. None of the buildings, structures or improvements described on SCHEDULE 2.12, or the operation or maintenance thereof as now operated or maintained, contravenes any zoning ordinance or other administrative regulation or violates any restrictive covenant or any provision of law, the effect of which would materially interfere with or prevent their continued use suitable for the purposes for which they are now presently being used and there is no condemnation or would adversely affect appropriation proceeding, pending or, to the value thereof knowledge of the Company, threatened against any of such real property or any of the improvements thereon. (d) True and correct copies of the documents under which the Leased Real Property is leased, subleased (to or by the Company or otherwise), utilized, and/or operated (the “Lease Documents”) have been made available to Parent. The Lease Documents are unmodified and in full force and effect, and there are no other Contracts between the Company and any other Person or to the Company’s knowledge, by and among any other Persons, claiming an interest in the interest of the Company therein. The Stockholder has furnished to LandCARE a true and correct copy of all owner's policies of title insurance and surveys pertaining in the Leased Real Property or otherwise relating to the real property owned by use and occupancy of the CompanyLeased Real Property.

Real Property. SCHEDULE 2.12 includes (a) Schedule 3.5 sets forth a complete list of (i) all real property and interests in real property owned or leased in fee by the Company at the date hereof SMR Companies (individually, an "Owned Property" and, collectively, the "Real PropertyOwned Properties"), and (ii) all other real propertyproperty and interests in real property leased or subleased by the SMR Companies (individually, a "Real Property Lease" and, collectively, the "Real Property Leases"; the real properties specified in such leases, together with the Owned Properties, being referred to herein individually as an "SMR Property" and collectively as the "SMR Properties"). Each of the SMR Companies has good and marketable fee title to the Owned Properties owned by it, free and clear of all Liens of any nature whatsoever except (A) Liens set forth on Schedule 3.5 and (B) Permitted Exceptions. The SMR Properties constitute all interests in real property currently used or currently held for use in connection with the Business and which are necessary for the continued operation of the Business as currently conducted. Each of the SMR Companies has a valid and enforceable leasehold interest under each of the Real Property Leases to which it is a party, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity), and none of the SMR Companies is in material default under any of the Real Property Leases or within the 12-month period ending on the date hereof has received any written notice of default or event that with notice or lapse of time, or both, would constitute a default under any of the Real Property Leases. To such Seller's knowledge, no third party is in material breach of a Real Property Lease. The Sellers have delivered or otherwise made available to the Purchaser true, correct and complete copies of (i) all deeds, title reports and surveys for the Owned Properties presently in the possession of Sellers or the SMR Companies and (ii) the Real Property Leases, together with all amendments, modifications or supplements, if any, used by the Company in the conduct of its business. True, complete and correct copies of all leases and agreements with respect to Real Property leased by the Company have been delivered to LandCARE, and an indication as to which such properties, if any, are currently owned, or were formerly owned, by the Stockholder or any affiliates of the Company or the Stockholder is included in SCHEDULE 2.12. All leases relating to Real Property leased by the Company from the Stockholder or any affiliate of the Stockholder has been terminated. Except as set forth on SCHEDULE 2.12, all of such leases included on SCHEDULE 2.12 are in full force and effect and constitute valid and binding agreements of the parties thereto. (and their successorsb) thereto in accordance with their respective terms. There are no leases, tenancy agreements, easements, covenants, restrictions latent defects or adverse physical conditions affecting the SMR Properties or any other instrumentsthe facilities, agreements structures, buildings, erections, improvements, fixtures, fixed assets and personalty of a permanent nature annexed, affixed or arrangements which create in attached to, located on, or confer on any party, other than the Company, the right to occupy or possess all or any portion forming part of the Real Property SMR Properties, except for such defects or create conditions as would not have a Material Adverse Effect. Each SMR Company is in or confer on any such party any rightpeaceful and undisturbed possession of each parcel of SMR Property, title or interest in or to the Real Property or any portion thereof or any interest therein; no party other than the Company occupies or possesses the Real Property or any portion thereof; there is legal and adequate ingress and egress between each tract of Real Property and an adjacent (or, if none, the closest) public roadway; the Real Property is properly zoned in order to allow its current use in the Company's businesses; and there are no claims contractual or demands pending legal restrictions that preclude or threatened by any party against restrict in a material way the Real Property which, if valid, would create in, or confer on, any party other than ability to use the Company, any right, title or interest in or to the Real Property or any portion thereof. None of the buildings, structures or improvements described on SCHEDULE 2.12, or the operation or maintenance thereof as now operated or maintained, contravenes any zoning ordinance or other administrative regulation or violates any restrictive covenant or any provision of law, the effect of which would materially interfere with or prevent their continued use premises for the purposes for which they are now currently being used or would adversely affect the value thereof or the interest used. (c) Except as otherwise disclosed in Schedule 3.5(c) with respect to each such Real Property Lease: (i) none of the SMR Companies has received any notice of cancellation or termination and no lessor has any right of termination or cancellation except in connection with the default of any SMR Company thereinthereunder and (ii) none of the SMR Companies has granted to any other Person any rights, adverse or otherwise, thereunder. The Stockholder has furnished to LandCARE a true and correct copy of all owner's policies of title insurance and surveys pertaining to the real property owned by the Company.Except as otherwise set forth in Schedule 3.5

Real Property. SCHEDULE 2.12 includes a list of all (a) Other than as identified in Company Schedule 3.11 hereto, the Company does not own (and has never owned) any real property or any ownership interest therein. (b) Company Schedule ‎3.11 identifies that certain Standard Form of Loft Lease, which constitutes the only lease, license or similar agreement to which the Company is a party for the use or occupancy of real estate owned by a third-party and leased to or leased occupied by the Company at the date hereof (the "Real Property"“Lease”) (a true and complete copy of which has previously been made available to the Buyer, together with all related documents, e.g., subordination and non-disturbance agreements, lease amendments or modifications, and subleases). (c) The Company is the sole owner and holder of a leasehold interest in the leased premises covered by the Lease (the leased premises as identified in the Lease, which is referred to herein as the “Leased Premises”), free and all other real propertyclear of any liabilities except for Permitted Liens. (d) The Lease is valid and in full force and effect, if any, used by and the Company in the conduct of its business. Truehas not granted or entered into any leases, complete and correct copies of all leases and licenses, concessions, occupancy agreements or assignment agreements with respect to Real Property leased by the Company have been delivered to LandCARE, and an indication as to which such properties, if any, are currently owned, or were formerly owned, by the Stockholder or any affiliates of the Company Lease or the Stockholder is included in SCHEDULE 2.12. All leases relating to Real Property leased by the Company from the Stockholder or any affiliate of the Stockholder has been terminated. Except as set forth on SCHEDULE 2.12, all of such leases included on SCHEDULE 2.12 are in full force and effect and constitute valid and binding agreements of the parties (and their successors) thereto in accordance with their respective terms. There are no leases, tenancy agreements, easements, covenants, restrictions or any other instruments, agreements or arrangements which create in or confer on any partyLeased Premises, other than the Sublease. (e) Neither the Company as tenant, nor to the Knowledge of the Company, the right Landlord, as landlord, is in default or material breach under the Lease, nor has any event occurred which, with the passage of time or the giving of notice or both reasonably would be expected to occupy cause a material breach of or possess all or any portion default by the Company or, to the Knowledge of the Real Property Company, by the Landlord, under the Lease. Neither the Company as sublandlord, nor to the Knowledge of the Company, the Sublessee, as sublessee, is in default or create in material breach under the Sublease, nor has any event occurred which, with the passage of time or confer on any such party any rightthe giving of notice or both reasonably would be expected to cause a material breach of or default by the Company or, title or interest in to the Knowledge of the Company, by the Sublessee, under the Sublease. (f) There are no pending, or to the Real Property Knowledge of the Company threatened, legal proceedings, lawsuits, condemnation actions or administrative actions to which the Company is a party, or reasonably can be expected to be named as a party relating to or affecting the Lease, the Sublease or the Leased Premises. (g) There are no outstanding options or rights of refusal of any type to purchase or lease the Leased Premises in favor of the Company, or any portion thereof or any interest therein; no party other than the Company occupies or possesses the Real Property or any portion thereof; there is legal and adequate ingress and egress between each tract of Real Property and an adjacent (or, if none, the closest) public roadway; the Real Property is properly zoned in order to allow its current use except as expressly provided in the Company's businesses; and there are no claims or demands pending or threatened by any party against Lease. (h) To the Real Property which, if valid, would create in, or confer on, any party other than Knowledge of the Company, any rightexcepting (i) matters of maintenance or repair that the Company has elected, title or interest in or the ordinary course of business consistent with commercially reasonable property management practices, to the Real Property or any portion thereof. None of the buildings, structures or improvements described on SCHEDULE 2.12, or the operation or delay as deferred maintenance thereof as now operated or maintained, contravenes any zoning ordinance or other administrative regulation or violates any restrictive covenant or any provision of lawitems, the effect Leased Premises is in good operating condition and repair, reasonable wear and tear excepted taking into consideration the age of which would materially interfere such facilities. Furthermore, the Leased Premises and the business conducted thereon comply in all material respects with or prevent their continued use for the purposes for which they are now being used or would adversely affect the value thereof or the interest of the Company therein. The Stockholder has furnished to LandCARE a true and correct copy of all owner's policies of title insurance and surveys pertaining to the real property owned by the Companyapplicable Legal Requirements.

Real Property. SCHEDULE 2.12 includes (a) Set forth on Schedule 2.10(a) is (i) a complete list of all real property owned or leased by (the "Owned Property") that the Company at owns, or in which the date hereof Company has legal or equitable title, and (ii) a description of each lease of real property under which the Company is a lessee, lessor, sublessee or sublessor, including without limitation the Premises (the "Leased Property"). The Owned Property and the Leased Property sometimes collectively are referred to as the "Real Property." True and complete copies of all leases to which the Company is a party respecting any real property and all other instruments granting such leasehold interests, rights, options or other interests (the "Property Leases"), and of all deeds, title insurance policies, surveys, mortgages, agreements and other real property, if any, used by documents granting to the Company title to or an interest in the conduct of its business. True, complete and correct copies of all leases and agreements with respect to or otherwise affecting any Real Property leased by (the Company "Title Documents"), have been delivered to LandCAREthe Buyer. (b) With respect to the Property Leases, and an indication as no breach or event of default on the part of any party to which such properties, if any, are currently owned, or were formerly owned, by the Stockholder or any affiliates of the Company Property Leases and no condition or event that, with the Stockholder is included in SCHEDULE 2.12giving of notice or lapse of time or both, would constitute such breach or event of default, have occurred and are continuing unremedied. All leases relating to Real the Property leased by the Company from the Stockholder or any affiliate of the Stockholder has been terminated. Except as set forth on SCHEDULE 2.12, all of such leases included on SCHEDULE 2.12 Leases are in full force and effect and constitute are valid and binding agreements of enforceable against the parties (and their successors) thereto in accordance with their respective terms. There are All rental and other payments due under each of the Property Leases have been duly paid in accordance with the terms of such Property Lease. Except as set forth in Schedule 2.10(b), the sale of the Shares pursuant to this Agreement does not require the consent of any party to any Property Lease. (c) With respect to the Title Documents, no leases, tenancy agreements, easements, covenants, restrictions breach or any other instruments, agreements or arrangements which create in or confer event of default on any party, other than the part of the Company, no breach or event of default on the right to occupy part of any other party thereto, and no event that, with the giving of notice or possess all lapse of time or both, would constitute such breach or event of default under any portion term, covenant or condition of such Title Documents, has occurred and is continuing unremedied that could materially adversely affect the business, business prospects, financial condition or results of operations of the Real Property or create Company. GV: #115336 v7 (2gzs07!.WPD) 11 (d) The Company has good, marketable and indefeasible title in or confer on any such party any right, title or interest in or fee simple to the Real Property or any portion thereof or any interest therein; no party other than the Company occupies or possesses the Real Property or any portion thereof; there is legal and adequate ingress and egress between each tract of Real Owned Property and an adjacent (orto all plants, if nonebuildings and improvements thereon, the closest) public roadway; the Real Property is properly zoned in order to allow its current use in the Company's businesses; free and there clear of any Encumbrances, except for those Encumbrances that are no claims or demands pending or threatened by any party against the Real Property which, if valid, would create in, or confer on, any party other than the Company, any right, title or interest in or to the Real Property or any portion thereof. None of the buildings, structures or improvements described on SCHEDULE 2.12Schedule 2.10(d). (e) The Owned Property and the buildings and improvements thereon, or and the operation or maintenance thereof as now operated or and maintained, contravenes do not (i) contravene any zoning ordinance or other administrative regulation building Law (including but not limited to those relating to zoning, land division, building construction, parking, access, fire, health and safety) or violates (ii) violate any restrictive covenant or any provision of lawFederal, the effect state, local or foreign Law. All building Permits and certificates of which would materially interfere with or prevent their continued use occupancy required for the purposes for which they are now being used or would adversely affect the value thereof or the interest present and intended uses of the Company therein. The Stockholder has furnished to LandCARE a Owned Property or any part thereof have been obtained, and true and correct copy complete copies of all owner's policies of title insurance and surveys pertaining such building Permits, to the real property extent available, and certificates of occupancy have been provided to the Buyer. (f) The buildings and improvements constituting part of the Owned Property, including fixtures leased or owned by the Company, are in good operating condition and repair and have been maintained in a manner consistent with standards generally followed in the industry (giving due account to the age and length of use of same, ordinary wear and tear excepted), are suitable for their present and intended uses, and are structurally sound. (g) The buildings and improvements constituting part of the Owned Property currently have access to (i) public roads or valid easements over private streets or private property for ingress to and egress from such Owned Property, and (ii) water supply, storm and sanitary sewer facilities, telephone, gas and electrical connections, fire protection, drainage and other public utilities, in each case as is necessary for the present or intended use of such Owned Property. (h) There are no easements or encroachments or other facts or conditions affecting any of the Owned Property that would not be revealed by an accurate survey which would, individually or in the aggregate, (a) interfere in any respect with the use, occupancy or operation thereof as currently used, occupied and operated or (b) reduce the fair market value thereof below the fair market value such parcel would have had but for such encroachment or other fact or condition. None of the buildings and structures on the Owned Property encroaches upon the real property of another Person or upon the area of any easement affecting any of the Owned Property. (i) The Company owes no money to any architect, contractor, subcontractor or materialman for labor or materials performed, rendered or supplied to or in connection with any Owned Property. There is no work being done at or materials being supplied to any of the Owned Property at the date hereof other than routine maintenance projects having an aggregate cost through completion of not more than $5,000. (j) Except as described on Schedule 2.10(j), since the last tax bill received prior to September 30, 1998, the Company has not ▇▇▇▇ived any notice, oral or written, of any increase or proposed increase in the assessed valuation of any parcel of the Owned Property.

Real Property. SCHEDULE 2.12 includes (a) Schedule 2.7(a) sets forth a complete and accurate list of each parcel of real property that is owned by the Seller and that is used, in whole or in part, in connection with the CryoScience Business (collectively, the “Owned Real Property”). The Seller has good and marketable fee simple title to the Owned Real Property, subject only to all existing Liens of record thereon, all of which such Liens (other than Permitted Liens) will cease to be enforceable against the Owned Real Property following the Closing in accordance with the Sale Order. None of the Owned Real Property is subject to any leases or tenancies or other rights of occupancy. (b) Schedule 2.7(b) sets forth a complete and accurate list of all real property owned leased or leased subleased by the Company at Seller or any Affiliate thereof that is used, in whole or in part, in connection with the CryoScience Business (collectively, the “Leased Real Property” and, together with the Owned Real Property, the “Real Properties”) and a list, as of the date hereof (the "Real Property")hereof, and all other real property, if any, used by the Company in the conduct of its business. True, complete and correct copies of all leases for each Leased Real Property, including the name of the lessor, the location of the property, the date of the lease and agreements with respect to Real Property leased by the Company have been delivered to LandCAREeach amendment thereto, and an indication as to which the aggregate annual rental and/or other fees payable under any such properties, if any, are currently owned, or were formerly owned, by the Stockholder or any affiliates of the Company or the Stockholder is included in SCHEDULE 2.12lease. All leases relating to Real Property leased by the Company from the Stockholder or any affiliate of the Stockholder has been terminated. Except as set forth on SCHEDULE 2.12, all of such leases included on SCHEDULE 2.12 are in full force and effect and constitute valid are valid, binding and binding agreements enforceable against the Seller or Seller Affiliate party thereto and, to the Knowledge of the Seller, the other parties (and their successors) thereto in accordance with their respective terms. There are no , and there is not, under any of such leases, tenancy agreementsany existing material default or material event of default (or event that with notice or lapse of time, easementsor both, covenantswould constitute a material default). (c) There is no pending or, restrictions or any other instruments, agreements or arrangements which create in or confer on any party, other than to the Company, the right to occupy or possess all or any portion Knowledge of the Real Property Seller, threatened condemnation or create in or confer on similar proceeding affecting any such party any right, title or interest in or to the Real Property or any portion thereof or any interest therein; no party other than the Company occupies or possesses the Real Property or any portion thereof; there is legal and adequate ingress and egress between each tract of Real Property and an adjacent (or, if none, the closest) public roadway; the Real Property is properly zoned in order to allow its current use in the Company's businesses; and there are no claims or demands pending or threatened by any party against the Real Property which, if valid, would create in, or confer on, any party other than the Company, any right, title or interest in or to the Real Property or any portion thereof. None Neither the Real Property, nor the operations of the buildingsCryoScience Business on any Real Property, structures or improvements described on SCHEDULE 2.12violates in any material manner any applicable building code, zoning requirement, or classification or statute relating to the operation particular property or maintenance thereof as now operated or maintained, contravenes any zoning ordinance or other administrative regulation or violates any restrictive covenant or any provision of law, the effect of which would materially interfere with or prevent their continued use such operations. The Real Property is in good operating condition and repair and is adequate and sufficient for the purposes for which they are now being used or would adversely affect the value thereof or the interest conduct of the Company therein. The Stockholder has furnished to LandCARE a true and correct copy of all owner's policies of title insurance and surveys pertaining to CryoScience Business presently conducted at the real property owned by the CompanyReal Property.

Real Property. SCHEDULE 2.12 includes (a) The Seller Group does not own any real property Related to the Business. (b) Schedule 4.11 of the Seller Disclosure Letter (i) contains a complete and accurate list of all real property owned leased, subleased or leased otherwise occupied by the Company at the date hereof Business (the "“Leased Real Property")”) (ii) identifies the lessor, rental rate, lease term, and all other real propertyexpiration date. Except as disclosed in Schedule 4.11, if any, used by the Company in the conduct of its business. True, complete and correct copies of all leases and agreements with respect to Real Property leased by the Company have been delivered to LandCARE, and an indication as to which such properties, if any, are currently owned, or were formerly owned, by the Stockholder or any affiliates of the Company or the Stockholder is included in SCHEDULE 2.12. All leases relating to the Leased Real Property leased by the Company from the Stockholder (“Real Property Leases”) have not been altered or any affiliate of the Stockholder has been terminated. Except as set forth on SCHEDULE 2.12, all of such leases included on SCHEDULE 2.12 amended and are in full force and effect and constitute valid and binding agreements of the parties (and their successors) thereto in accordance with their respective termseffect. There are no contracts between the landlord and tenant, or sublandlord and subtenant, or other relevant parties, relating to the use and occupation of the Leased Real Property, other than as contained in the Real Property Leases. The Seller Group has the sole right to use, and is in sole possession and occupancy of, the Leased Real Property. (c) All interests held by any member of the Seller Group as lessee or occupant under the Real Property Leases are free and clear of all leases and sub-leases, tenancy restrictions, development or similar agreements, zoning, build or use restrictions, easements, covenantsrights-of-way, restrictions title defects, options, rights to purchase or Liens of any kind or character whatsoever (“Encumbrances”) which could significantly impair the occupation in use of the Leased Premises by Buyer pursuant to the Transition Services Agreement. (d) There are no outstanding material defaults (or events which would constitute a default with the passage of time or giving of notice or both) under the Real Property Leases on the part of any member of the Seller Group or, to Seller’s Knowledge, on the part of any other instrumentsparty. No member or the Seller Group has waived, agreements or arrangements which create omitted to take any action in or confer on respect of any party, other than the Company, the right to occupy or possess all or material rights under any portion of the Real Property Leases. (e) To Seller’s Knowledge, there is no expropriation or create in condemnation or confer on similar proceeding pending or threatened against any such party any part of the Leased Real Property. (f) There are no matters affecting the right, title or and interest of any member of the Seller Group in or and to the Real Property or any portion thereof or any interest therein; no party other than the Company occupies or possesses the Real Property or any portion thereof; there is legal and adequate ingress and egress between each tract of Real Property and an adjacent (or, if none, the closest) public roadway; the Real Property is properly zoned in order to allow its current use in the Company's businesses; and there are no claims or demands pending or threatened by any party against the Leased Real Property which, if validin the aggregate, would create in, or confer on, any party other than the Company, any right, title or interest in or to the Real Property or any portion thereof. None of the buildings, structures or improvements described on SCHEDULE 2.12, or the operation or maintenance thereof as now operated or maintained, contravenes any zoning ordinance or other administrative regulation or violates any restrictive covenant or any provision of law, the effect of which would materially interfere with or prevent their continued use for the purposes for which they are now being used or would and adversely affect the value thereof or ability of Buyer to carry on the interest of Business upon the Company therein. The Stockholder has furnished to LandCARE a true and correct copy of all owner's policies of title insurance and surveys pertaining to the real property owned by the CompanyLeased Real Property.

Real Property. SCHEDULE 2.12 includes (a) The Company does not own any real property. (b) Schedule 3.11(b) contains a list of all leases and subleases, together with any amendments thereto and any subordination, nondisturbance and attornment agreements (the "Leases"), with respect to all real property owned or leased by the Company at the date hereof (the "Real Leased Property"). Each Lease is in full force and effect, the Company has performed all material obligations required to be performed by it to date under each of the Leases and neither the Company nor, to the Seller's Knowledge, any other party thereto is in material default under any of the Leases (and no event has occurred which, with due notice or lapse of time or both, would constitute such a lapse or default). No amount due under the Leases remains unpaid, no material controversy, claim, dispute or disagreement exists between the parties to any of the Leases. The Seller has delivered to the Purchaser a copy of each Lease, and all amendments thereto, listed in Schedule 3.11(b), except to the extent otherwise noted therein. (c) The covenants, conditions, restrictions, encroachments, encumbrances, easements, rights of way, licenses, grants, building or use restrictions, exceptions, reservations, limitations or other real propertyimpediments affecting the Leased Property do not and will not, if anywith respect to each Leased Property, materially impair the Company's ability to use any such Leased Property in the operation of the Company's business as presently conducted. To Seller's Knowledge there are no pending or threatened condemnation or similar proceedings affecting the Leased Property. The Company has access to public roads, streets or the like or valid easements over private streets, roads or other private property for such ingress to and egress from the Leased Property, except as would not materially impair the Company's ability to use any such Leased Property in the operation of the Company's business as presently conducted. (d) All brokerage commissions and other compensation and fees payable by reason of the Leases have been paid in full or are reflected in the Interim Balance Sheet except for such commissions and other compensation related to options or extensions in the Leases which are not yet exercised. (e) To the Seller's Knowledge, all improvements on the Leased Property and the operations therein conducted conform in all material respects to all applicable Legal Requirements, including without limitation, health, fire, environmental, safety, zoning and building laws, ordinances and administrative regulations, except for possible nonconforming uses or violations which do not and will not expose any person or property to injury or damage, materially and adversely affect any insurance coverage, give rise to strict liability, penalties or fines, jeopardize any Permit or materially interfere with the present use, operation or maintenance thereof by the Company as now used, operated or maintained, and which do not and will not materially and adversely affect the value thereof. To the Seller's Knowledge, all buildings, structures, improvements and fixtures owned, leased or used by the Company in the conduct of its business. Truebusiness at the Leased Property conform in all material respects to all applicable codes and rules adopted by national and local associations and boards of insurance underwriters; and all such buildings, complete structures, improvements and correct copies of all leases fixtures are in good operating condition and agreements with respect repair. (f) There are no outstanding requirements or recommendations by any insurance company which has issued to Real Property leased by the Company have been delivered to LandCARE, and an indication as to which such properties, if any, are currently owneda policy covering the Leased Property, or were formerly ownedby any board of fire underwriters or other body exercising similar functions, by requiring or recommending any repairs or work to be done on such property. (g) All public utilities required for the Stockholder or any affiliates operation of the Leased Property and necessary for the conduct of the business of the Company or are installed and operating, and all installation and connection charges, to the Stockholder is included Seller's Knowledge, are paid in SCHEDULE 2.12. All leases relating to Real Property leased by the Company from the Stockholder or any affiliate of the Stockholder has been terminated. full. (h) Except as set forth on SCHEDULE 2.12in Schedule 3.11(b), all the Leased Property is not subject to any lease, sublease, license or other agreement granting to any Person any right to the use, occupancy or enjoyment of such leases included on SCHEDULE 2.12 are in full force and effect and constitute valid and binding agreements of the parties (and their successors) thereto in accordance with their respective terms. There are no leases, tenancy agreements, easements, covenants, restrictions or any other instruments, agreements or arrangements which create in or confer on any party, other than the Company, the right to occupy or possess all or any portion of the Real Property or create in or confer on any such party any right, title or interest in or to the Real Property or any portion thereof or any interest therein; no party other than the Company occupies or possesses the Real Property property or any portion thereof; there . (i) The plumbing, electrical, heating, air conditioning, elevator, ventilating and all other mechanical or structural systems for which the Company is legal and adequate ingress and egress between each tract of Real Property and an adjacent (or, if none, responsible under the closest) public roadway; the Real Property is properly zoned in order to allow its current use Leases in the Company's businesses; buildings or improvements are in good working order and there condition, and the roof, basement and foundation walls of such buildings and improvements for which the Company is responsible under said Leases are no claims or demands pending or threatened by any party against the Real Property whichin good condition and free of leaks and other material defects. All such mechanical and structural systems and such roofs, if validbasement and foundation walls for which others are responsible under said Leases are, would create in, or confer on, any party other than the Company, any right, title or interest in or to the Real Property or any portion thereof. None Seller's Knowledge, in good working order and condition and free of the buildings, structures or improvements described on SCHEDULE 2.12, or the operation or maintenance thereof as now operated or maintained, contravenes any zoning ordinance or leaks and other administrative regulation or violates any restrictive covenant or any provision of law, the effect of which would materially interfere with or prevent their continued use for the purposes for which they are now being used or would adversely affect the value thereof or the interest of the Company therein. The Stockholder has furnished to LandCARE a true and correct copy of all owner's policies of title insurance and surveys pertaining to the real property owned by the Companymaterial defects.

Real Property. SCHEDULE 2.12 includes (a) No Seller owns in fee any real property or interest in real property. Section 3.10 of the Disclosure Schedule sets forth a complete list of all real property and interests in real property leased by any Seller (individually, a "Real Property Lease" and the real properties specified in such leases being referred to herein individually as a "Company Property" and collectively as the "Company Properties") as lessee. The Company Property constitutes all interests in real property currently used or currently held for use in connection with the Business or which are necessary for the continued operation of the Business as the Business is currently conducted and proposed to be conducted. One or more of Sellers has a valid and enforceable leasehold interest under each of the Real Property Leases, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). No Seller has received any written notice of any default or event that with notice or lapse of time, or both, would constitute a default under any of the Real Property Leases and each Seller and, to Sellers’ Knowledge, each other party thereto is in compliance in all material respects with all obligations of such party thereunder. All of the Company Property, buildings, fixtures and improvements thereon owned or leased by any Seller are in good operating condition and repair (subject to normal wear and tear). Sellers have delivered or otherwise made available to Purchaser true, correct and complete copies of the Company at the date hereof (the "Real Property")Property Leases, and together with all other real propertyamendments, modifications or supplements, if any, used by thereto. (b) One or more of Sellers has all material certificates of occupancy and Permits of any Governmental Body necessary or useful for the current use and operation of each Company Property, and each Seller has fully complied with all material conditions of the Permits applicable to it. 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 conduct due observance of its business. Trueany Permit. (c) To the Knowledge of each Seller, complete and correct copies of all leases and agreements with respect to Real there does not exist any actual or threatened or contemplated condemnation or eminent domain proceeding that affects any Company Property leased by the Company have been delivered to LandCAREor any part thereof, and an indication as to which such propertiesno Seller has received any notice, if anyoral or written, are currently owned, or were formerly owned, by the Stockholder or any affiliates of the Company intention of any Governmental Body or the Stockholder is included in SCHEDULE 2.12. All leases relating other Person to Real Property leased by the Company from the Stockholder take or any affiliate of the Stockholder has been terminated. Except as set forth on SCHEDULE 2.12, all of such leases included on SCHEDULE 2.12 are in full force and effect and constitute valid and binding agreements of the parties (and their successors) thereto in accordance with their respective terms. There are no leases, tenancy agreements, easements, covenants, restrictions or any other instruments, agreements or arrangements which create in or confer on any party, other than the Company, the right to occupy or possess use all or any portion of the Real Property or create in or confer on any such party any right, title or interest in or to the Real Property or any portion thereof or any interest therein; no party other than the Company occupies or possesses the Real Property or any portion part thereof; there is legal and adequate ingress and egress between each tract of Real Property and an adjacent (or, if none, the closest) public roadway; the Real Property is properly zoned in order to allow its current use in the Company's businesses; and there are no claims or demands pending or threatened by any party against the Real Property which, if valid, would create in, or confer on, any party other than the Company, any right, title or interest in or to the Real Property or any portion thereof. None of the buildings, structures or improvements described on SCHEDULE 2.12, or the operation or maintenance thereof as now operated or maintained, contravenes any zoning ordinance or other administrative regulation or violates any restrictive covenant or any provision of law, the effect of which would materially interfere with or prevent their continued use for the purposes for which they are now being used or would adversely affect the value thereof or the interest of the Company therein. The Stockholder has furnished to LandCARE a true and correct copy of all owner's policies of title insurance and surveys pertaining to the real property owned by the Company.

Real Property. SCHEDULE 2.12 includes (a) Neither the Company nor any Company Subsidiary owns any real property, nor has the Company or any Company Subsidiary ever owned any real property. Section 2.10 of the Disclosure Schedule sets forth a list of all real property owned currently leased, subleased or leased licensed by or from the Company or any Company Subsidiary or otherwise used or occupied by the Company at or any Company Subsidiary for the operation of their respective businesses (the “Leased Real Property”), the name of the lessor, licensor, sublessor, master lessor and/or lessee, the date hereof (and term of the "lease, license, sublease or other occupancy right and each amendment, termination or modification thereto, the size of the premises and the aggregate annual rental payable thereunder. The Company or a Company Subsidiary currently occupies all of the Leased Real Property"), and all other real property, if any, used by Property for the Company in the conduct operation of its business. TrueThere are no other parties occupying, or, to the Company’s knowledge, with a right to occupy, the Leased Real Property. (b) The Company has made available to Acquiror true, correct and complete and correct copies of all leases and leases, lease guaranties, subleases, agreements with respect for the leasing, use or occupancy of, or otherwise granting a right in or relating to the Leased Real Property leased by the Company have been delivered to LandCAREProperty, and an indication as to which such properties, if any, are currently owned, or were formerly owned, by the Stockholder or any affiliates of the Company or any Company Subsidiary is a party, including all amendments, terminations and modifications thereof (“Lease Agreements”), and there are no other Lease Agreements for real property to which the Stockholder Company or any Company Subsidiary is included in SCHEDULE 2.12bound. All leases relating to Real Property leased by the Company from the Stockholder or any affiliate of the Stockholder has been terminated. Except as set forth on SCHEDULE 2.12, all of such leases included on SCHEDULE 2.12 Lease Agreements are in full force and effect and constitute valid and binding agreements of the parties (and their successors) thereto effective in accordance with their respective terms. There are no , and there is not, under any of such leases, tenancy agreementsany existing material default, easementsrent past due or event of default. Within the past three (3) years, covenantsneither the Company nor any Company Subsidiary has received any written notice of a default, restrictions alleged failure to perform, or any other instrumentsoffset or counterclaim with respect to any such Lease Agreement, agreements which has not been fully remedied and withdrawn. (c) Neither the Company nor any Company Subsidiary owes brokerage commissions or arrangements which create in or confer on finders’ fees with respect to any party, other than the Company, the right to occupy or possess all or any portion of the such Leased Real Property or create in or confer on would owe any such party fees if any right, title or interest existing Lease Agreement were renewed pursuant to any renewal options contained in or to the Real Property or any portion thereof or any interest therein; no party other than such Lease Agreements. Each of the Company occupies and the Company Subsidiaries has performed in all material respects all of its obligations under any termination agreements pursuant to which it has terminated any leases, subleases, licenses or possesses the Real Property or any portion thereof; there is legal other occupancy agreements for real property that are no longer in effect and adequate ingress and egress between each tract of Real Property and an adjacent (or, if none, the closest) public roadway; the has no continuing liability with respect to such terminated agreements. The Leased Real Property is properly zoned in order good operating condition and repair in all material respects, is maintained in a manner consistent with standards generally followed with respect to allow its current use in similar properties, and is suitable for the conduct of the business of the Company and the Company Subsidiaries as currently conducted. Neither the operation of the Company or any Company Subsidiary on the Leased Real Property nor, to the Company's businesses; ’s knowledge, such Leased Real Property, including the improvements thereon, violate in any material respect any applicable building code, zoning requirement or statute relating to such property or operations thereon, and any such non-violation is not dependent on so-called non-conforming use exceptions. To the Company’s knowledge, there are no claims Legal Requirements which could require the Company or demands pending any Company Subsidiary to make any expenditures in excess of $50,000 to modify or threatened by any party against the improve such Leased Real Property which, if valid, would create in, or confer on, any party other to bring it into compliance therewith. The Company and the Company Subsidiaries shall not be required to expend more than $25,000 in the Company, any right, title or interest in or aggregate under all Lease Agreements to restore the Leased Real Property at the end of the term of the applicable Lease Agreement to the condition required under the Lease Agreement (assuming the conditions existing in such Leased Real Property or any portion thereof. None as of the buildings, structures or improvements described on SCHEDULE 2.12, or the operation or maintenance thereof Agreement Date and as now operated or maintained, contravenes any zoning ordinance or other administrative regulation or violates any restrictive covenant or any provision of law, the effect of which would materially interfere with or prevent their continued use for the purposes for which they are now being used or would adversely affect the value thereof or the interest of the Company therein. The Stockholder has furnished to LandCARE a true and correct copy of all owner's policies of title insurance and surveys pertaining to the real property owned by the CompanyClosing).

Real Property. SCHEDULE 2.12 includes a list (a) Each Acquired Company owns, leases or holds an easement interest, license or permit to use the Property listed on Schedule 4.15 and identified as being owned, held, leased or licensed by such Acquired Company, or over which the identified Acquired Companies holds an easement or permit, in each case, free and clear of all real property owned or leased by Encumbrances (except for Permitted Encumbrances and the Company at the date hereof (the "Real Property")Contracts listed, and as otherwise noted, on Schedule 4.15) (all other real property, if any, used by the Company such Contracts listed or noted in the conduct of its business. True, complete and correct copies of all leases and agreements with respect Schedule 4.15 to be referred to herein as “Real Property leased by the Company have been delivered to LandCARE, and an indication as to which such properties, if any, are currently owned, or were formerly owned, by the Stockholder or any affiliates of the Company or the Stockholder is included in SCHEDULE 2.12. All leases relating to Real Property leased by the Company from the Stockholder or any affiliate of the Stockholder has been terminatedContracts”). Except as set forth on SCHEDULE 2.12in Schedule 4.15, all the Projects are constructed within the boundaries of such leases included on SCHEDULE 2.12 are the Property. (b) Except in the case of option agreements and other similar agreements that have been Made Available in folders 2.6.2.5, 2.6.3.9 and 2.6.4.2.5 in the Data Room, no Acquired Company is a party to, or under any Contract to become a party to, any lease, easement, licence or other agreement with respect to real property other than the Real Property Contracts. Except as disclosed in Schedule 4.15, no Acquired Company is a sublessor, assignor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any real property. (c) To Seller’s Knowledge, each of the Real Property Contracts is in full force and effect effect, and there are no outstanding or alleged material defaults, breaches, offsets or counterclaims thereunder on the part of any Acquired Company. To Seller’s Knowledge, no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute valid and binding agreements a material default or breach under the Real Property Contracts on the part of any Acquired Company. (d) To Seller’s Knowledge, each of the parties Real Property Contracts is binding and enforceable on the applicable Acquired Company that is party thereto, subject only to any limitation under Laws relating to (i) bankruptcy, winding-up, insolvency, arrangement and their successorsother Laws of general application affecting the enforcement of creditors’ rights and (ii) thereto the discretion that a court may exercise in accordance with their respective terms. the granting of equitable remedies such as specific performance and injunction. (e) No Acquired Company has exercised any right to terminate any of the Real Property Contracts or received any notice in writing to terminate any of the Real Property Contracts, and no such terminations are pending or, to Seller’s Knowledge, threatened. (f) There are no leases, tenancy agreements, easements, covenants, restrictions or in any other instruments, agreements or arrangements which create in or confer on any party, other than the Company, the right to occupy or possess all or Real Property Contract that prevent any portion of the Property which is material to the operation of the subject Project as currently constructed and operated from being used by the Acquired Companies and the use or occupancy by the grantee or lessee, as applicable, under each Real Property Contract is not, to Seller’s Knowledge, in breach, violation or create in non-compliance of or confer on with any Laws. (g) No Acquired Company is aware of or has received written notice that any of its Property or any part thereof is subject to any decree of or order by a Governmental Authority to be sold or is being condemned, expropriated or otherwise taken by any public authority with or without payment of compensation therefor, nor has, to Seller’s Knowledge, any such party condemnation, expropriation or taking been proposed. (h) No written notice has been received by an Acquired Company from any rightGovernmental Authority with respect to any actual or threatened complaint, title Claim, citation, order, directive, request for information, or interest notice of investigation concerning (i) any alleged violation of, liability or potential liability with respect to any of the Property under any Laws, or (ii) any defect or deficiency in any of the Property or any requirement to repair, remediate, alter or make improvements to any of such Property, that in either case has not been complied with or cured to the satisfaction of such Governmental Authority or which remains outstanding and unresolved. (i) No material capital improvements or construction work is ongoing at any of the Properties and all accounts for work and services performed or materials placed or furnished upon or in respect of construction relating to any Property or any part thereof (which work and services are the responsibility of an Acquired Company) will have been fully paid or adjusted by the Closing Date. (j) True, correct and complete copies of the Real Property Contracts (and all amendments, extensions or any portion thereof or any interest therein; no party other than the Company occupies or possesses the Real Property or any portion thereof; there is legal additions thereto), owner’s title insurance policies, site plans and adequate ingress and egress between each tract of Real surveys relating to Property and an adjacent (or, if none, the closest) public roadway; the Real Property is properly zoned in order to allow its current use in the Company's businesses; and there are no claims or demands pending or threatened by any party against the Real Property which, if valid, would create in, or confer on, any party other than the Company, any right, title or interest in or to the Real Property or any portion thereof. None possession of the buildings, structures or improvements described on SCHEDULE 2.12, Seller or the operation or maintenance thereof as now operated or maintained, contravenes any zoning ordinance or other administrative regulation or violates any restrictive covenant or any provision of law, the effect of which would materially interfere with or prevent their continued use for the purposes for which they are now being used or would adversely affect the value thereof or the interest of the Company therein. The Stockholder has furnished Acquired Companies have been Made Available to LandCARE a true and correct copy of all owner's policies of title insurance and surveys pertaining to the real property owned by the CompanyBuyer.

Real Property. SCHEDULE 2.12 includes (a) Neither the Company nor any of its Subsidiaries owns any real property. The Company or its Subsidiaries have previously owned, but do not currently own, the real property described in Section 3.7(a) of the Disclosure Schedule. (b) Section 3.7(b) of the Disclosure Schedule sets forth a list of all leases of real property owned or leased by the Company at the date hereof (the "Real Property"), and all other real property, if any, used by the Company in the conduct of its business. True, complete and correct copies of all leases and agreements with respect to Real Property leased by the Company have been delivered to LandCARE, and an indication as to which such properties, if any, are currently owned, or were formerly owned, by the Stockholder or any affiliates of the Company or the Stockholder any of its Subsidiaries is included in SCHEDULE 2.12. All leases relating to a party (as lessee, sublessee, sublessor, or lessor) (individually, a “Real Property leased by Lease” and collectively, the “Real Property Leases”, and the real properties specified in such leases being referred to herein collectively as the “Leased Properties”). Other than the Leased Properties, neither the Company from nor any of its Subsidiaries leases or operates any real property. Neither the Stockholder or Company nor any affiliate of the Stockholder its Subsidiaries has been terminated. Except as set forth on SCHEDULE 2.12, all received any written notice of such leases included on SCHEDULE 2.12 are in full force and effect and constitute valid and binding agreements of the parties (and their successors) thereto in accordance with their respective terms. There are no leases, tenancy agreements, easements, covenants, restrictions or any other instruments, agreements or arrangements which create in or confer on default that is pending under any party, other than the Company, the right to occupy or possess all or any portion of the Real Property or create Leases. To Seller’s Knowledge, each other party to any Real Property Lease is in or confer on any compliance with all obligations of such party any rightthereunder. True and complete copies, title or interest in or to including all amendments thereto, of the Real Property Leases have been made available to Purchaser. (c) To Seller’s Knowledge, there is no pending or threatened condemnation or similar proceeding affecting the Leased Properties. (d) There are no proceedings pending or, to the Knowledge of Seller, threatened by any third party that would result in a change in the allowable uses of the Leased Properties or that would modify the right of the Company to use each of the Leased Properties for its current use(s) after the Effective Time. (e) To Seller’s Knowledge, no other person has a right to possession of all or any portion thereof or part of any interest therein; no party other than of the Company occupies or possesses Leased Properties until the end of the term of the applicable Real Property or any portion thereof; there is legal and adequate ingress and egress between each tract of Real Property and an adjacent Lease. (orf) To Seller’s Knowledge, if none, the closest) public roadway; the Real Property is properly zoned in order to allow its current use in the Company's businesses; and there are no claims or demands pending or threatened by special assessments affecting any party against the Real Property which, if valid, would create in, or confer on, any party other than the Company, any right, title or interest in or to the Real Property or any portion thereof. None of the buildings, structures or improvements described on SCHEDULE 2.12, or the operation or maintenance thereof as now operated or maintained, contravenes any zoning ordinance or other administrative regulation or violates any restrictive covenant or any provision of law, the effect of which would materially interfere with or prevent their continued use for the purposes for which they are now being used or would adversely affect the value thereof or the interest of the Company therein. The Stockholder has furnished to LandCARE a true and correct copy of all owner's policies of title insurance and surveys pertaining to the real property owned by the CompanyLeased Properties.

Real Property. SCHEDULE 2.12 includes (i) As of the date hereof, neither the Company nor any of its Subsidiaries owns any real property. (ii) Schedule 4.8(a)(ii) sets forth a list of all the address of each parcel of real property owned currently leased or leased occupied by the Company at or any of its Subsidiaries (together with all fixtures and improvements thereon, the date hereof (the "“Leased Real Property"”); the agreement pursuant to which the Company is an occupant of such Leased Real Property (each, a “Real Property Lease”); the name of the lessor (or licensor) and all other real propertylessee (or licensee); and whether such Leased Real Property is leased, if any, used licensed or subleased by the Company in the conduct or any of its business. True, complete and correct copies of all leases and agreements with respect Subsidiaries to Real Property leased by the Company have been delivered to LandCARE, and an indication as to which such properties, if any, are currently owned, or were formerly owned, by the Stockholder or any affiliates of the Company or the Stockholder is included in SCHEDULE 2.12. All leases relating to Real Property leased by the Company from the Stockholder or any affiliate of the Stockholder has been terminateda third party. Except as set forth on SCHEDULE 2.12Schedule 4.8(a)(ii), all no Person (other than the Company or any of such leases included on SCHEDULE 2.12 are its Subsidiaries) possesses, uses or occupies any portion of the Leased Real Property. (iii) Except as set forth in Schedule 4.8(a)(iii), either the Company or one of its Subsidiaries has a valid leasehold interest in the Leased Real Property, free and clear of any Liens or other encumbrances of any nature, other than Permitted Liens. (iv) Each Real Property Lease is in full force and effect and constitute in all material respects, is valid and binding agreements of on the parties (thereto, and their successors) thereto is enforceable in accordance with their respective its terms. There are no leases, tenancy agreements, easements, covenants, restrictions No event has occurred that with the lapse of time or giving of notice or both would constitute a default under any other instruments, agreements or arrangements which create in or confer on any party, other than Real Property Lease. To the Knowledge of the Company, the no counterparty has any current right to occupy or possess all or terminate any portion of the Real Property or create in or confer on Lease. Neither the Company nor any such party of its Subsidiaries has received any rightnotice of and there is no pending or, title or interest in or to the Real Property or any portion thereof or any interest therein; no party other than the Company occupies or possesses the Real Property or any portion thereof; there is legal and adequate ingress and egress between each tract Knowledge of Real Property and an adjacent (or, if none, the closest) public roadway; the Real Property is properly zoned in order to allow its current use in the Company's businesses; and there are no claims or demands pending or threatened by any party against the Real Property which, if valid, would create in, or confer on, any party other than the Company, threatened condemnation actions relating to the Company’s or such Subsidiary’s use or occupancy of the Leased Real Property. (v) True, correct and complete copies of all Real Property Leases have been made available to Parent prior to the date hereof. (vi) Neither the Company nor any right, title Subsidiary is a party to any agreement or option to purchase any real property or interest therein intended to be used in or to the Real Property or any portion thereof. None of the buildings, structures or improvements described on SCHEDULE 2.12, or the operation or maintenance thereof as now operated or maintained, contravenes any zoning ordinance or other administrative regulation or violates any restrictive covenant or any provision of law, the effect of which would materially interfere with or prevent their continued use for the purposes for which they are now being used or would adversely affect the value thereof or the interest of the Company therein. The Stockholder has furnished to LandCARE a true and correct copy of all owner's policies of title insurance and surveys pertaining to the real property owned by the CompanyBusiness.

Real Property. SCHEDULE 2.12 includes (a) The Company does not own any real property. (b) The Company has good, legal, and marketable title to all of its assets, including all properties and assets free and clear of all Liens, except those assets disposed of since the date of the Unaudited Financial Statements in the ordinary course of business and except for Liens incurred in the ordinary course of business which would not impair the Company's use of such property in any material way. (c) Schedule 4.10(c) sets forth a complete list of all real property owned or and interests in real property leased by the Company at the date hereof (each a "Real Property Lease," and collectively, the "Real PropertyProperty Leases")) as lessee or lessor. The Company has good and marketable title to the leasehold estates in all Real Property Leases in each case free and clear of all Liens, and all other real property, if any, used by the Company except for Liens incurred in the conduct ordinary course of its business. True, complete and correct copies of all leases and agreements with respect to Real Property leased by business which would not impair the Company have been delivered to LandCARE, and an indication as to which such properties, if any, are currently owned, or were formerly owned, by the Stockholder or any affiliates of the Company or the Stockholder is included in SCHEDULE 2.12. All leases relating to Real Property leased by the Company from the Stockholder or any affiliate of the Stockholder has been terminated. Except as set forth on SCHEDULE 2.12, all Company's use of such leases included on SCHEDULE 2.12 are property in full force and effect and constitute valid and binding agreements of the parties any material way. The Company has no reason to believe that such title would not be insurable subject to customary exceptions. (and their successorsd) thereto in accordance with their respective terms. There are no leases, tenancy agreements, easements, covenants, restrictions or any other instruments, agreements or arrangements which create in or confer on any party, other than the Company, the right to occupy or possess all or any portion Each of the Real Property Leases is valid and enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or create in or confer on equity), and there is no material default under any such party any rightReal Property Lease by the Company or, title or interest in or to the Real Property or any portion thereof or any interest therein; no party other than the Company occupies or possesses the Real Property or any portion thereof; there is legal and adequate ingress and egress between each tract best knowledge of Real Property and an adjacent (or, if none, the closest) public roadway; the Real Property is properly zoned in order to allow its current use in the Company's businesses; and there are no claims or demands pending or threatened by any party against the Real Property which, if valid, would create in, or confer on, any party other than the Company, by any rightother party thereto, title and no event has occurred that with the lapse of time or interest in the giving of notice or both would constitute a material default thereunder. (e) No previous or current party to any Real Property Lease has given notice of or made a claim with respect to any breach or default thereunder. With respect to those Real Property Leases that were assigned or subleased to the Real Property Company by a third party, all necessary consents to such assignments or any portion thereof. None of the buildings, structures or improvements described on SCHEDULE 2.12, or the operation or maintenance thereof as now operated or maintained, contravenes any zoning ordinance or other administrative regulation or violates any restrictive covenant or any provision of law, the effect of which would materially interfere with or prevent their continued use for the purposes for which they are now being used or would adversely affect the value thereof or the interest of the Company therein. The Stockholder has furnished to LandCARE a true and correct copy of all owner's policies of title insurance and surveys pertaining to the real property owned by the Companysubleases have been obtained.

Real Property. SCHEDULE 2.12 includes a list (a) Section 20 of the Company Disclosure Letter lists all Company Owned Property and sets forth the legal descriptions thereof. Except as disclosed in Section (21)(a) of the Company Disclosure Letter, there are no existing oral or written contracts, agreements, options, rights of first refusal, rights of first offer, Leases, licenses, or otherwise, to sell, transfer, lease, possess, occupy, use, or otherwise dispose of any Company Owned Property, or to purchase or acquire any Company Owned Property and, except as disclosed in Section (21)(a) of the Company Disclosure Letter, the Company does not have knowledge of any circumstances which would result in any sale or disposal, whether by sale, lease or otherwise, of any of the Company Owned Property including power of sale, foreclosure, expropriation or judicial proceedings. The Company Properties constitute all of the interests in real property owned or leased by the Company at the date hereof (the "Real Property"), and all other real property, if any, used by the Company in that are necessary for the conduct of each of the Company Business and/or the business of any of its business. True, complete Subsidiaries as currently conducted. (b) To the knowledge of the Company: (i) neither the Company and correct copies its Subsidiaries (as owner of all leases and agreements any Company Owned Property or tenant under any Lease with respect to Real Property leased by any Company Leased Property) nor the landlords under any Lease (with respect to any Company Leased Property) are in material breach of any applicable Laws, including any building, zoning or other statutes or any official plan, or any covenants, restrictions, rights or easements affecting such Company Properties, except to the extent that any such breach would not be reasonably expected to have a Material Adverse Effect with respect to the Company; (ii) neither the Company have been delivered and/or its Subsidiaries (as owned of any Company Owned Property or tenant under any Lease with respect to LandCARE, and an indication as any Company Leased Property) nor any landlord under the Leases (with respect to which such properties, if any, are currently owned, or were formerly owned, by the Stockholder or any affiliates Company Leased Property) has received any written notice of (a) violation of any applicable Law from any Governmental Entity relating to any of the Company Properties or (b) any action to alter the Stockholder is included in SCHEDULE 2.12. All leases relating to Real Property leased by zoning or zoning classification of any of the Company from the Stockholder Properties, which has not been cured or resolved beyond any affiliate of the Stockholder has been terminated. Except as set forth on SCHEDULE 2.12, all of such leases included on SCHEDULE 2.12 are in full force and effect and constitute valid and binding agreements of the parties applicable appeal or protest period; (and their successorsiii) thereto in accordance with their respective terms. There are no leases, tenancy agreements, easements, covenants, restrictions or any other instruments, agreements or arrangements which create in or confer on any party, other than the Companyterms and conditions of the Regulatory Licenses and any building permits for active construction at any of the Company Properties, the right Company Properties are zoned to occupy or possess all or any portion of permit the Real Property or create in or confer on any such party any right, title or interest in or to the Real Property or any portion thereof or any interest therein; no party other than the Company occupies or possesses the Real Property or any portion thereof; there is legal and adequate ingress and egress between each tract of Real Property and an adjacent (or, if none, the closest) public roadway; the Real Property is properly zoned in order to allow its current use in the Company's businesses; and there are no claims or demands pending or threatened by any party against the Real Property which, if valid, would create in, or confer on, any party other than the Company, any right, title or interest in or to the Real Property or any portion thereof. None of the buildings, structures or improvements described on SCHEDULE 2.12, or the operation or maintenance thereof as now operated or maintained, contravenes any zoning ordinance or other administrative regulation or violates any restrictive covenant or any provision of law, the effect of which would materially interfere with or prevent their continued use for the purposes uses for which they are now being presently used without variances or would adversely affect conditional use permits. No applicable Law prohibits, the value thereof use or the interest operation of any of the Company thereinProperties as currently used or operated, except to the extent that the same would not be reasonably expected to have a Material Adverse Effect with respect to the Company; (iv) except as set forth in Section (20)(b)(iv) of the Company Disclosure Letter all buildings, structures, additions and/or improvements situated on any of the Company Properties are located wholly within the boundaries of such Company Property, are free of any structural or otherwise material defect and comply with all Laws, covenants, restrictions, rights, easements, Liens and charges affecting the same and their use, in each case except as would not be reasonably expected to have a Material Adverse Effect with respect to the Company; and (v) there are no material outstanding non-compliance orders, deficiency notices or other such notices relative to any of the Company Properties. (c) The Company Properties are adequately serviced by utilities (or well water with adequate septic systems, if any) having adequate capacities for the normal operations of the Company’s and/or its Subsidiaries’ facilities that are currently growing marijuana in accordance with the Regulatory Licenses and Company Business. The Stockholder Company Properties have enforceable rights of access to and from public streets or highways satisfactory, sufficient and adequate for the normal operations of the Company Business and, to the knowledge of the Company, there is no fact or circumstance which exists which could result in the termination or restriction of such access. (d) No amounts are owing by the Company or its Subsidiaries in respect of any of the Company Properties to public utility, other than current accounts which are not in arrears. All amounts that are due for labour or materials supplied to or on behalf of the Company and its Subsidiaries relating to the construction, alteration or repair of or on any of the Company Properties have been paid in full or are not yet delinquent, and, to the knowledge of the Company, no one has furnished filed any construction, builders’, mechanics’ or similar Liens relating to LandCARE a true the supply of work or materials to or on any of the Company Properties with respect to amounts that are in arrears. (e) No material part of any of the Company Properties has been taken, condemned or expropriated by any Governmental Entity nor has any written notice or proceeding in respect thereof been given to the Company or its Subsidiaries or, to the knowledge of the Company, commenced nor, to the knowledge of the Company and correct copy its Subsidiaries, does any Person have any intent or proposal to give such notice or commence any such proceedings. (f) To the knowledge of the Company: (i) the Leases are currently in good standing; (ii) the Company and its Subsidiaries as tenant and the landlord have, as of the date hereof, complied in all material respects with their respective obligations under the Leases; and (iii) there exists no claim of any kind for the breach of any Lease or right of set-off against the Company and its Subsidiaries as tenant by the landlord or against the landlord by the Company any of its Subsidiaries as tenant as of the date hereof. (g) The Company and its Subsidiaries as tenant are in actual possession of all owner's policies of title insurance the Company Leased Property. The Company and surveys pertaining its Subsidiaries are not in arrears of rent required to be paid pursuant to the real property owned by applicable Lease with respect to the CompanyCompany Leased Property. (h) The Company and its Subsidiaries as tenant have no right to extend, right of termination, option to purchase, or right of first refusal with respect to the Company Leased Property, except as set forth in the Leases. (i) Other than Permitted Liens or as identified in Section (21)(i) of the Company Disclosure Letter, there exists no mortgage, Lien, restriction, easement, encroachment, right-of-way, building use restriction, variance, reservation, pledge, security interests, conditional sales agreement, right of first refusal, right of first offer, option, charge of any nature, or encumbrance, or other agreement affecting the Company Properties, or any agreement to cause, permit or suffer any of the foregoing in the future affecting the Company Properties.

Real Property. SCHEDULE 2.12 includes a list a. Neither the Company nor any of the Subsidiaries owns any real property. Section 4.14(a) of the Disclosure Schedule lists and describes, in reasonable detail, all of the real property owned or leased by the Company at or any of the date hereof Subsidiaries (the "“Leased Real Property")”) and the leases, subleases, or other similar agreements (whether written or oral, including all amendments, extensions, renewals, guaranties, and all other real property, if any, used by agreements with respect thereto) pursuant to which the Company or any of the Subsidiaries is a party or has an interest in the conduct of its businessLeased Real Property (collectively, the “Leases”). True, complete and correct The Company has delivered to Buyer copies of all leases of the Leases, and agreements with in the case of any oral Lease, a written summary of the material terms of such Lease. The Company or one of the Subsidiaries holds a valid and existing leasehold or subleasehold interest under each of the Leases. With respect to Real Property leased by each Lease: (i) there are no disputes, oral agreements, or forbearance programs in effect as to such Lease and neither the Company have been delivered to LandCAREnor the Subsidiaries has assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in such Lease; (ii) the Lease is legal, valid, binding, enforceable, and an indication as to which such properties, if any, are currently owned, or were formerly owned, by the Stockholder or any affiliates of the Company or the Stockholder is included in SCHEDULE 2.12. All leases relating to Real Property leased by the Company from the Stockholder or any affiliate of the Stockholder has been terminated. Except as set forth on SCHEDULE 2.12, all of such leases included on SCHEDULE 2.12 are in full force and effect and constitute valid will not cease to be so due to the Closing, subject to the effect of bankruptcy, insolvency, reorganization, moratorium, or other similar Laws and binding agreements to general principles of equity (whether considered in proceedings at law or in equity); (iii) neither the Company or any of the parties Subsidiaries nor, to Seller’s Knowledge, any other party to any Lease is in breach or default, and, to Seller’s Knowledge, no event has occurred which, with notice or lapse of time or both, would constitute a material breach or default or permit termination, modification, or acceleration under the Lease; (iv) the other party to the Lease is not an Affiliate of, and their successors) thereto in accordance with their respective terms. There are no leasesotherwise does not have an economic interest in, tenancy agreementseither Seller, easements, covenants, restrictions the Company or any of the Subsidiaries; (v) such Lease has not been amended or modified in any respect; (vi) all buildings, improvements, and other instrumentsproperty leased, agreements licensed, or arrangements which create in subleased thereunder are supplied with utilities and other services necessary for the operation thereof (including gas, electricity, water, telephone, sanitary and storm sewer, and access to public roads); and (vii) neither the Company nor the Subsidiaries has subleased, licensed, or confer on otherwise granted any party, other than the Company, Person the right to use or occupy or possess all or any portion of the Real Property or create in or confer on any such party any right, title or interest in or to the Real Property or any portion thereof or any interest therein; no party other than the Company occupies or possesses the Leased Real Property or any portion thereof; there is legal and adequate ingress and egress between each tract of . b. The Leased Real Property represents all of the real property necessary to operate the business of the Company and an adjacent the Subsidiaries as presently conducted, in each case in the Ordinary Course of Business. The Leased Real Property, and the Company’s or the Subsidiaries’ operation thereof, materially complies with all Applicable Laws and any restrictive covenants applicable to the Leased Real Property. Neither the Company nor any of the Subsidiaries has received any written notice from any Governmental Body of any uncured violations of any Law, regulation, or ordinance affecting any portion of the Leased Real Property. c. No material labor has been performed for the Company or the Subsidiaries or material furnished to the Company or the Subsidiaries for the Leased Real Property for which the Company or the Subsidiaries has not heretofore fully paid. d. The improvements included in the Leased Real Property are (ori) in good working order and condition (wear and tear excepted) (ii) in all material respects adequate to operate such facilities as currently used, if noneand (iii) in compliance in all material respects with all Applicable Laws. e. To Seller’s Knowledge, there exists no violation of any covenant, condition, restriction, easement, agreement, or Order of any Governmental Body having jurisdiction over any Leased Real Property that affects such real property or the closest) public roadway; use or occupancy thereof. No damage or destruction has occurred with respect to any of the Leased Real Property that, individually or in the aggregate, has had or resulted in, or will have or result in, a significant adverse effect on the operation of the business of the Company or any of the Subsidiaries. To Seller’s Knowledge, no current use by the Company or the Subsidiaries of any Leased Real Property is properly zoned in order to allow its current dependent on a nonconforming use in the Company's businesses; and there are no claims or demands pending or threatened by any party against the Real Property which, if valid, would create in, or confer on, any party other than the Company, any right, title or interest in or to the Real Property or any portion thereof. None of the buildings, structures or improvements described on SCHEDULE 2.12, or the operation or maintenance thereof as now operated or maintained, contravenes any zoning ordinance or other administrative regulation or violates any restrictive covenant or any provision of lawapproval from a Governmental Body, the effect absence of which would materially interfere with limit the use of any of the properties or prevent their continued use for assets in the purposes for which they are now being used or would adversely affect operation of the value thereof Company’s or the interest of the Company therein. The Stockholder has furnished to LandCARE a true and correct copy of all owner's policies of title insurance and surveys pertaining to the real property owned by the CompanySubsidiaries’ businesses.

Real Property. SCHEDULE 2.12 includes (a) To the knowledge of the Company, and except as would not reasonably be expected to have, individually or in the aggregate, a list Company Material Adverse Effect: each of the leases (the “Company Leases”) under which any of the Acquired Corporations holds any Company Leased Real Property is in full force and effect and constitutes a valid and binding obligation of such Acquired Corporation in accordance with its terms, subject to the Enforceability Exceptions. Each of the Acquired Corporations has valid title to the leasehold estate in all Company Leased Real Property as lessee or sublessee, in each case free and clear of all real property owned or leased Liens, other than Permitted Liens. None of the Acquired Corporations is in default under any Company Lease, nor has any notice of default been received by any of the Acquired Corporations. The execution, delivery and performance of this Agreement by the Company at does not, and the consummation of the Merger and the other Contemplated Transactions will not, constitute or result in any breach or violation of, or constitute a default (or an event which with notice or lapse of time or both would become a default), or give rise to any right of termination, cancellation, amendment or acceleration of, any Company Lease. The Company has delivered or made available to Parent complete and accurate copies of each of the lease documents (the “Lease Documents”), and none of such Lease Documents have been modified as of the date hereof in any material respect. (b) None of the "Acquired Corporations has received written notice of any pending or threatened actions, suits, arbitration, claims or Legal Proceedings at law or in equity against it and affecting any Company Leased Real Property"). (c) None of the Company Leased Real Property is subject to any subleases, licenses, or other occupancy agreements, other than the Lease Documents, or is being occupied by any third parties or any Affiliates of any of the Acquired Corporations. (d) The Company Leased Real Property is being used to operate the business as it is currently conducted, and all no other real property, if anyis being used or is otherwise reasonably required to operate the business as it is currently conducted. To the knowledge of the Company, used by the physical conditions of the Company Leased Real Property are suitable for the operation of the business as it is currently conducted. (e) None of the Acquired Corporations has received any written complaint, order, summons, citation, notice of violation, directive letter or other written communication from any Governmental Entity or other Person regarding the presence of any Hazardous Substance affecting any Company Leased Real Property which remains open or otherwise uncured. (f) None of the Acquired Corporation has received any written notice of any violation of any zoning, subdivision, platting, building, fire, insurance, safety, health, environmental, set back requirements or other applicable Laws related to the Company Leased Real Property or the occupancy thereof that would reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect. (g) None of the Acquired Corporations has received any notice that the owner of any Company Leased Real Property has made any assignment, pledge, or hypothecation of the Company Lease with respect thereto or the rents or use fees due thereunder. (h) None of the Acquired Corporations has any Owned Real Property nor is a party to any contract for the purchase of any real property. (i) The Company has good and marketable title to, or a valid leasehold interest in, all tangible personal property, except as set forth on Section 4.14(i) of the Company Disclosure Schedule, that it uses in the conduct of its business. True, complete free and correct copies clear of all leases and agreements with respect to Real Property leased by Liens except for (i) the Company have been delivered to LandCARE, and an indication as to which such properties, if any, are currently owned, or were formerly owned, by the Stockholder or any affiliates Liens described in Section 4.14(i)) of the Company or the Stockholder is included in SCHEDULE 2.12. All leases relating to Real Property leased by the Company from the Stockholder or any affiliate of the Stockholder has been terminated. Except as set forth on SCHEDULE 2.12Disclosure Schedule, all of such leases included on SCHEDULE 2.12 are in full force which Liens will be released or discharged at or prior to Closing and effect and constitute valid and binding agreements (ii) Permitted Liens. All material items of the parties (and their successors) thereto in accordance with their respective terms. There Company’s tangible personal property are no leases, tenancy agreements, easements, covenants, restrictions or any other instruments, agreements or arrangements which create in or confer on any party, other than the Company, the right to occupy or possess all or any portion of the Real Property or create in or confer on any such party any right, title or interest in or to the Real Property or any portion thereof or any interest therein; no party other than the Company occupies or possesses the Real Property or any portion thereof; there is legal and adequate ingress and egress between each tract of Real Property and an adjacent (or, if none, the closest) public roadway; the Real Property is properly zoned in order to allow its current use in the Company's businesses; and there are no claims or demands pending or threatened by any party against the Real Property which, if valid, would create in, or confer on, any party other than the Company, any right, title or interest in or to the Real Property or any portion thereof. None of the buildings, structures or improvements described on SCHEDULE 2.12, or the operation or maintenance thereof as now operated or maintained, contravenes any zoning ordinance or other administrative regulation or violates any restrictive covenant or any provision of law, the effect of which would materially interfere with or prevent their continued use suitable for the purposes for which they are now being used or would adversely affect the value thereof or the interest and for which they will be used as of the Company therein. The Stockholder has furnished to LandCARE a true Closing Date, and correct copy of all owner's policies of title insurance and surveys pertaining to the real property owned by the Company.are

Real Property. SCHEDULE 2.12 includes a list of all real property owned or leased by (a) Neither the Company at the date hereof (the "Real Property"), and all other real property, if any, used by the Company in the conduct of its business. True, complete and correct copies of all leases and agreements with respect to Real Property leased by the Company have been delivered to LandCARE, and an indication as to which such properties, if any, are currently owned, or were formerly owned, by the Stockholder or nor any affiliates of the Company or the Stockholder is included in SCHEDULE 2.12. All leases relating to Real Property leased by Subsidiaries owns any real property. (b) Section 4.22(b) of the Company from Disclosure Schedules sets forth a true, correct and complete list, as of the Stockholder date hereof, of each lease, sublease or other Contract pursuant to which the Company or any affiliate Company Subsidiary occupies a real property location (each, a “Lease Agreement”) that is material to the Company and the Company Subsidiaries, taken as a whole (each, a “Material Lease Agreement”). The Company has Made Available to Parent true, correct and complete copies of each Material Lease Agreement. Each Material Lease Agreement is, as of the Stockholder has been terminated. Except as set forth on SCHEDULE 2.12date hereof, all of such leases included on SCHEDULE 2.12 are in full force and effect and constitute a valid and binding agreements agreement enforceable against the Company or any of the parties (Company Subsidiaries party thereto and their successors) any other party thereto in accordance with their respective its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium and other similar Applicable Law affecting creditors’ rights generally and by general principles of equity. There are no leasesAs of the date of this Agreement, tenancy agreementsnone of the Company nor any of the Company Subsidiaries party to, easements, covenants, restrictions or nor any other instrumentsparty to any Material Lease Agreement is in material breach of or material default under, agreements or arrangements which create in has provided or confer on received any partywritten notice of any intention to terminate or seek renegotiation of, other than any Material Lease Agreement. As of the date of this Agreement, no event or circumstance has 45 occurred that, with or without notice or lapse of time or both, would (i) constitute a material breach of or material event of default by the Company, (ii) result in a right of termination for the counterparty or (iii) cause or permit the acceleration of, or other material changes to, any material right to occupy or possess all or any portion of the Real Property counterparty or create in or confer on any such party any right, title or interest in or to the Real Property or any portion thereof or any interest therein; no party other than the Company occupies or possesses the Real Property or any portion thereof; there is legal and adequate ingress and egress between each tract obligation of Real Property and an adjacent (or, if none, the closest) public roadway; the Real Property is properly zoned in order to allow its current use in the Company's businesses; and there are no claims or demands pending or threatened by any party against the Real Property which, if valid, would create in, or confer on, any party other than the Company, in each case, under any right, title Material Lease Agreement. The Company or a Company Subsidiary has a good and valid leasehold interest in or each parcel of real property that is subject to a Material Lease Agreement free and clear of all Liens other than Permitted Liens and, as of the date hereof, neither the Company nor any Company Subsidiary has received written notice of any pending, and to the Real Property or any portion thereof. None of the buildingsCompany’s Knowledge, structures or improvements described on SCHEDULE 2.12there is no threatened, or the operation or maintenance thereof as now operated or maintained, contravenes any zoning ordinance or other administrative regulation or violates any restrictive covenant or any provision of law, the effect of which would materially interfere condemnation with or prevent their continued use for the purposes for which they are now being used or would adversely affect the value thereof or the interest of the Company therein. The Stockholder has furnished respect to LandCARE a true and correct copy of all owner's policies of title insurance and surveys pertaining to the such real property owned by the Companyproperty.