Common use of Real Property Clause in Contracts

Real Property. Except as set forth on Schedules 2.1(a) and 8.1, with respect to the Owned Facilities: (a) RII Sub shall receive good and marketable title by general warranty deed for the Owned Facilities in proper form for recording in the State of North Carolina; (b) The Owned Facilities shall be free and clear of any Security Interest, easement, covenant, or other restriction, except for installments of special assessments not yet delinquent and recorded easements, covenants, matters shown by the Survey attached as Schedule 8.2 and other restrictions which do not impair the current use or occupancy, or the marketability of title, of the property subject thereto; (c) There shall not be pending or threatened condemnation proceedings, lawsuits, or administrative actions of any type relating to the Owned Facilities, or other matters affecting adversely the current use, or occupancy thereof, including unpaid tap fees, contemplated special assessments or zoning changes; (d) The legal description for the Owned Facilities contained in the deed therefor shall describe the real property forming a part of the Owned Facilities fully and adequately. The building and improvements located within the boundary lines of the described parcel of land (1) shall not be in violation of applicable setback requirements, zoning laws, and ordinances, (2) shall not encroach on any easement which may burden the land, and described parcel of land not serve any adjoining property for any purpose inconsistent with the use of the land, and (3) shall not be located within any flood plain or be included in any wetlands or be subject to any similar type restriction for which any permits or licenses necessary to the use thereof shall have not been obtained; and (e) The Owned Facilities shall abut and have direct vehicular access to a public road, direct access to an operational railroad spur, or have vehicular access to a public road via a permanent, irrevocable, appurtenant easement benefitting the Owned Facilities.

Real Property. Except as set forth on Schedules 2.1(a) and 8.1, with respect to the Owned Facilities: (a) RII Sub shall receive For purposes of this Agreement, "Company Permitted Liens" means (i) mechanics', carriers', workers', repairers', materialmen's, warehousemen's and other similar Liens arising or incurred in the ordinary course of business for sums not yet due and payable and such Liens as are being contested by the Company in good faith, (ii) Liens arising or resulting from any action taken by any of the Buying Entities, (iii) matters that would be disclosed by an accurate survey or inspection of the Company Real Property, (iv) Liens for current Taxes not yet due or payable, (v) any covenants, conditions, restrictions, reservations, rights, Liens, easements, encumbrances, encroachments and marketable other matters affecting title which are shown as exceptions on the Company's title insurance policies and/or title commitments or reports which have been made available to the Buying Entities, (vi) any other covenants, conditions, restrictions, reservations, rights, non-monetary Liens, easements, encumbrances, encroachments and other matters affecting title which do not individually or in the aggregate materially adversely affect the value or use of any of the Company Real Property as it is presently used, (vii) Company Space Leases (as defined in Section 3.7(i) hereof) and (viii) matters set forth in Schedule 3.17(a) of the Company Disclosure Schedule and/or permitted pursuant to Sections 5.1(n), 5.1(r), 5.1(s) or 5.4 hereof. "Company Leases" means the real property leases, subleases, licenses and use or occupancy agreements pursuant to which the Company or any of its Active Subsidiaries is the lessee, sublessee, licensee, user or occupant of Company Real Property, or interests therein. "Company Leased Real Property" means all interests in real property pursuant to the Company Leases. "Company Owned Real Property" means the real property owned in fee by general warranty deed the Company and its Subsidiaries necessary for the conduct of, or otherwise material to, the business of the Company and its Subsidiaries as it is currently conducted. "Company Real Property" means the Company Owned Facilities in proper form for recording in Real Property and the State of North Carolina; Company Leased Real Property. (b) Schedule 3.17(b) of the Company Disclosure Schedule contains a complete and correct list of all Company Owned Real Property setting forth information sufficient to identify specifically such Company Owned Real Property and the legal owner thereof. The Company and its Subsidiaries have good, valid and insurable (at commercially reasonable rates) title to the Company Owned Facilities shall be Real Property, free and clear of any Security InterestLiens other than Company Permitted Liens. Except as set forth in Schedule 3.17(b) of the Company Disclosure Schedule, easement, covenantthere are no outstanding options or rights of first refusal to purchase the Company Owned Real Property, or other restriction, except for installments of special assessments not yet delinquent and recorded easements, covenants, matters shown by the Survey attached as Schedule 8.2 and other restrictions which do not impair the current use any material portion thereof or occupancy, or the marketability of title, of the property subject thereto; (c) There shall not be pending or threatened condemnation proceedings, lawsuits, or administrative actions of any type relating to the Owned Facilities, or other matters affecting adversely the current use, or occupancy thereof, including unpaid tap fees, contemplated special assessments or zoning changes; (d) The legal description for the Owned Facilities contained in the deed therefor shall describe the real property forming a part of the Owned Facilities fully and adequately. The building and improvements located within the boundary lines of the described parcel of land (1) shall not be in violation of applicable setback requirements, zoning laws, and ordinances, (2) shall not encroach on any easement which may burden the land, and described parcel of land not serve any adjoining property for any purpose inconsistent with the use of the land, and (3) shall not be located within any flood plain or be included in any wetlands or be subject to any similar type restriction for which any permits or licenses necessary to the use thereof shall have not been obtained; and (e) The Owned Facilities shall abut and have direct vehicular access to a public road, direct access to an operational railroad spur, or have vehicular access to a public road via a permanent, irrevocable, appurtenant easement benefitting the Owned Facilitiesinterest therein.

Real Property. Section 3.4(a) of the Disclosure Schedule sets forth a list and legal description of all the Real Property owned by each Subsidiary. Neither Seller owns any Real Property that is used or useful for the Business. Sellers have delivered to the Buyers complete and correct copies of all of the following materials relating to such Real Property, to the extent in Sellers’ possession or control: title insurance policies and commitments; deeds; encumbrance and easement documents and other documents and agreements affecting title to or for operation of such Real Property; surveys; as-built construction plans; construction contracts and warranties; appraisals; structural inspection, soils, environmental assessment and similar reports. Except as set forth on Schedules 2.1(ain Section 3.4(a) and 8.1, with respect to of the Owned FacilitiesDisclosure Schedule: (ai) RII Sub shall receive each Subsidiary has good and marketable title by general warranty deed for to the Owned Facilities in proper form for recording in the State of North Carolina; (b) The Owned Facilities shall be Real Property, free and clear of any Security Interest, easement, covenant, or other restrictionEncumbrances, except for installments of special assessments not yet delinquent and recorded easementsPermitted Exceptions and, covenants, matters shown by the Survey attached as Schedule 8.2 and other restrictions which do not impair the current use or occupancy, or the marketability of title, of the property subject theretodate hereof, Permitted Encumbrances; (cii) There shall the use and operation of the Real Property in the operation of the Business does not be pending violate in any material respect any instrument of record or threatened condemnation proceedings, lawsuits, or administrative actions of any type relating to agreement affecting the Owned Facilities, or other matters affecting adversely the current use, or occupancy thereof, including unpaid tap fees, contemplated special assessments or zoning changesReal Property; (diii) The legal description for the Owned Facilities contained Real Property is in compliance in all material respects with all applicable building, zoning, subdivision and other land use or similar Laws, and the Selling Group has not received any written notice of violation or claimed violations of such Laws; (iv) the applicable Subsidiary of the Seller Group has obtained all material Permits required to use and operate the Real Property in the deed therefor shall describe manner necessary to conduct the real property forming a part Business by the Seller Group as currently conducted; (v) no member of the Owned Facilities fully and adequately. The building and improvements located within the boundary lines Seller Group is a landlord with respect to any of the described parcel Real Property and no party other than a Subsidiary has occupancy or use of land any portion of the Real Property; (1vi) shall not be in violation immediately following the Closing, no person other than one of applicable setback requirements, zoning laws, the Subsidiaries will have the right to possession and ordinances, (2) shall not encroach on any easement which may burden the land, and described parcel of land not serve any adjoining property for any purpose inconsistent with the use of the landReal Property; (vii) no member of the Seller Group has any knowledge of any fact or condition which would result in the termination of the current access to or from the Real Property to any presently existing highways, roads, and (3) shall not be located within any flood plain rights-of-way on or be included in any wetlands or be subject to any similar type restriction for which any permits or licenses necessary to adjoining the use thereof shall have not been obtainedReal Property; and (eviii) The Owned Facilities shall abut and have direct vehicular access to the Real Property is assessed by local property assessors as a public road, direct access to an operational railroad spur, tax parcel or have vehicular access to a public road via a permanent, irrevocable, appurtenant easement benefitting the Owned Facilitiesparcels separate from all other tax parcels.

Real Property. Except as set forth on Schedules 2.1(a) and 8.1, with With respect to the Owned Facilities: (a) RII Sub RIGI shall receive good and marketable title (subject, however, to Easement in favor of Georgia Power Company dated November 23, 1993 and recorded in Deed Book 114, pages 127 and 128, ▇▇▇▇▇▇▇ County, Georgia records, and to taxes which may be due but not payable) by general special warranty deed deeds for the Owned Facilities in proper form for recording in the State of North CarolinaGeorgia for the Owned Facilities; (b) The Owned Facilities shall be free and clear of any Security Interest, easementeasement (except for Easement in favor of Georgia Power Company dated November 23, 193 and recorded in Deed Book 114, pages 127 and 128, ▇▇▇▇▇▇▇ County, Georgia records), covenant, or other restriction, except for installments of special assessments not yet delinquent and recorded easements, covenants, matters shown by the Survey attached as Schedule 8.2 and other restrictions which do not impair the current use or occupancy, or the marketability of title, of the property subject thereto; (c) There shall not be pending or threatened condemnation proceedings, lawsuits, or administrative actions of any type relating to the Owned Facilities, or other matters affecting adversely the current use, or occupancy thereof, including unpaid tap fees, contemplated special assessments or zoning changes; (d) The legal description for the Owned Facilities contained in the deed therefor thereof shall describe the real property forming a part of the Owned Facilities fully and adequately. The building and improvements located within the boundary lines of the described parcel of land (1) shall not be in violation of applicable setback requirements, zoning laws, and ordinances, (2) shall not encroach on any easement which may burden the land, and described parcel of land not serve any adjoining property for any purpose inconsistent with the use of the land, and (3) shall not be located within any flood plain or be included in any wetlands or be subject to any similar type restriction for which any permits or licenses necessary to the use thereof shall have not been obtained; and (e) The Owned Facilities shall abut and have direct vehicular access to a public road, direct access to an operational railroad spur, or have vehicular access to a public road via a permanent, irrevocable, appurtenant easement benefitting the Owned FacilitiesFacility.

Real Property. (a) The use and operation by the Company (and any Subsidiary) of any real property owned, leased, subleased or licensed by the Company or any Subsidiary (collectively, the “Real Property,” and the related leases, subleases and licenses, the “Leases”) are in compliance in all material respects with all covenants, conditions, restrictions, easements and other similar matters affecting such Real Property. The Company (and any Subsidiary) has the right under all applicable Laws to continue to use and operate the Real Property in the conduct of the Business as currently conducted. Neither the Company nor any Subsidiary has breached or violated, and neither is in default under, any Lease, the breach, violation or default of which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, and no written notice has been received by the Company or any Subsidiary from any Person alleging any such breach, violation or default. (b) Each item of Tangible Assets is in operating condition and repair (ordinary wear and tear excepted), has been maintained in accordance with normal industry practice and is suitable for its current use in the Business. (c) The Company (and any Subsidiary) has, and upon consummation of the transactions contemplated by this Agreement and the Additional Agreements will continue to have, good and valid title to, or a valid leasehold or license interest in, all of its properties and assets (whether tangible or intangible), free and clear of all Liens other than Permitted Liens and those set forth on Schedule 3.12(c). The properties and assets owned, leased or licensed by the Company (and any Subsidiary) constitute all properties and assets used in and necessary to conduct the Business as presently conducted. (d) Except as set forth on Schedules 2.1(a) and 8.1Schedule 3.12(d), with respect to all material Tangible Assets are located at the Owned Facilities: (a) RII Sub shall receive good and marketable title by general warranty deed for the Owned Facilities in proper form for recording in the State of North Carolina; (b) The Owned Facilities shall be free and clear of any Security Interestoffices, easementyards, covenant, storage facilities or other restriction, except for installments of special assessments not yet delinquent and recorded easements, covenants, matters shown locations used by the Survey attached as Schedule 8.2 Company (and other restrictions which do not impair any Subsidiary) in connection with the current use or occupancy, or the marketability of title, conduct of the property subject thereto; (c) There shall not be pending or threatened condemnation proceedings, lawsuits, or administrative actions of any type relating to the Owned Facilities, or other matters affecting adversely the current use, or occupancy thereof, including unpaid tap fees, contemplated special assessments or zoning changes; (d) The legal description for the Owned Facilities contained in the deed therefor shall describe the real property forming a part of the Owned Facilities fully and adequately. The building and improvements located within the boundary lines of the described parcel of land (1) shall not be in violation of applicable setback requirements, zoning laws, and ordinances, (2) shall not encroach on any easement which may burden the land, and described parcel of land not serve any adjoining property for any purpose inconsistent with the use of the land, and (3) shall not be located within any flood plain or be included in any wetlands or be subject to any similar type restriction for which any permits or licenses necessary to the use thereof shall have not been obtained; and (e) The Owned Facilities shall abut and have direct vehicular access to a public road, direct access to an operational railroad spur, or have vehicular access to a public road via a permanent, irrevocable, appurtenant easement benefitting the Owned FacilitiesBusiness.

Real Property. Except as set forth on Schedules 2.1(a) and 8.1, with respect to the Owned Facilities: (a) RII Sub shall receive good and marketable title by general warranty deed for the There is no Owned Facilities in proper form for recording in the State of North Carolina;Real Property. (b) The Owned Facilities shall be Section 3.11(b) of the Disclosure Schedule sets forth the address of each parcel of Leased Real Property, and a true and complete list of all Leases for each parcel of Leased Real Property. Sellers have made available to Buyer a true and complete copy of each Lease, and in the case of any oral Lease, a written summary of the material terms of such Lease. (c) Subject to the respective terms and conditions in the Leases, a Company is the sole legal and equitable owner of the leasehold interest in the Leased Real Property and possesses good and enforceable title thereto, free and clear of any Security Interest, easement, covenant, or all Liens (other restriction, except for installments of special assessments not yet delinquent and recorded easements, covenants, matters shown by the Survey attached as Schedule 8.2 and other restrictions which do not impair the current use or occupancy, or the marketability of title, of the property subject thereto;than Permitted Liens). (cd) There shall not be With respect to each parcel of Real Property: (i) there are no pending or or, to the Knowledge of BHB, threatened condemnation proceedingsProceedings, lawsuits, suits or administrative actions of any type relating to the Owned Facilities, any such parcel or other matters adversely affecting adversely the current use, occupancy or value thereof; (ii) the use, ownership, occupancy and operation of the Real Property in the manner in which it is now used, owned, occupied and operated comply with all zoning, building, use, safety or other similar Laws; (iii) all Improvements on any such parcel are in good operating condition, ordinary wear and tear excepted, are supplied with utilities and other services necessary for the operation of the Business as currently conducted at such Real Property and safe for their current occupancy and use; (iv) neither any member of the Company Group nor Seller has received any notice of any special Tax, levy or assessment for benefits or betterments that affect any parcel of Real Property and, to the Knowledge of BHB, no such special Taxes, levies or assessments are pending or contemplated; (v) there are no Contracts granting to any third party or parties the right of use or occupancy thereof, including unpaid tap fees, contemplated special assessments or zoning changes; (d) The legal description for the Owned Facilities contained in the deed therefor shall describe the real property forming a part of the Owned Facilities fully and adequately. The building and improvements located within the boundary lines of the described parcel of land (1) shall not be in violation of applicable setback requirements, zoning lawsany such Real Property, and ordinances, there are no third parties (2other than the Company and its Subsidiaries) shall not encroach in possession of any such Real Property; (vi) each such Real Property abuts on any easement which may burden the land, and described parcel of land not serve any adjoining property for any purpose inconsistent with the use of the land, and (3) shall not be located within any flood plain or be included in any wetlands or be subject to any similar type restriction for which any permits or licenses necessary to the use thereof shall have not been obtained; and (e) The Owned Facilities shall abut and have has adequate direct vehicular access to a public roadroad and there is no pending or, direct access to an the Knowledge of BHB, threatened termination of such access, (vii) all water, oil, gas, electrical, steam, compressed air, telecommunications, sewer, storm and waste water systems and other utility services or systems for such Real Property have been installed and are operational railroad spurand sufficient for the operation of the Company Group’s business as currently conducted thereon, and neither any Company nor any Seller has received any notice of discontinuance of or reduction in such services, and (viii) such Real Property is in material compliance with all applicable Laws and Permits, including, but not limited to, building, zoning, subdivision, health and safety and other land use and building codes, ordinances, statutes or laws, including the Americans with Disabilities Act of 1990, as amended, and all insurance requirements affecting such Real Property, and neither any Company nor any Seller has received notice of violation of any such Laws which have not heretofore been cured or corrected. The Real Property comprises all of the real property owned, leased, subleased, licensed or otherwise occupied or used or intended to be used by the Company Group, and the Company Group is not a party to any Contract or option to purchase or lease any real property or any portion thereof or interest therein. (e) With respect to each Lease, (i) no member of the Company Group, as applicable, is in default thereunder, and, to the Knowledge of BHB, no event has occurred which with the giving of notice or passage of time, or have vehicular access both, would constitute a breach or default thereunder by any member of the Company Group (as applicable) or any other party thereto, (ii) the applicable member of the Company Group’s possession and quiet enjoyment of the Leased Real Property under such Lease has never been disturbed, and there are no current disputes with respect to such Lease, (iii) no security deposit or portion thereof deposited with respect to such Lease has been applied in respect of a public road via a permanentbreach or default under such Lease which has not been redeposited in full, irrevocable(iv) no member of the Company Group owes, appurtenant easement benefitting nor will owe in the Owned Facilitiesfuture, any brokerage commissions or finder’s fees with respect to such Lease, (v) no member of the Company Group has subleased, licensed or otherwise granted any other Person the right to use or occupy such Leased Real Property or any portion thereof and there are no Persons other than member of the Company Group in possession of such Leased Real Property, (vi) no member of the Company Group has collaterally assigned or granted any security interest in such Lease or any interest therein, (vii) such Leased Real Property, including without limitation, the mechanical systems, HVAC systems, plumbing, electrical, security, utility and sprinkler systems, are in reasonable, working condition, subject only to normal, scheduled maintenance, are reasonably sufficient for the operation thereof for its current use, and to the Knowledge of BHB, there are no material structural or other physical defects or deficiencies in the condition of such improvements, and there are no facts or conditions that would, individually or in the aggregate, interfere in any material respect with the use or occupancy of such improvements or any portion thereof in the operation of the business of the Company Group as currently conducted thereon, and (viii) neither such Leased Real Property nor the use or occupancy thereof violates in any way any applicable Permits, covenants, conditions or restrictions, whether federal, state, local or private, and the Leased Real Property or the applicable member of the Company Group has received all required certificates, licenses, Permits, authorizations and approvals in connection with the use and occupancy thereof.

Real Property. Except (i) Schedule 4.l4(i) of the Disclosure Schedule lists and briefly describes all of the buildings in which the Company has an ownership interest and in which the book value as set forth per the Most Recent Balance Sheet exceeded an equivalent of US$500,000. The buildings listed on Schedules 2.1(aSchedule 4.14(i) and 8.1(“Buildings”), along with the buildings housing base stations, switches or other equipment material to the operation of the Business, taken as a whole, are referred to herein as “Owned Real Property.” With respect to the Owned FacilitiesReal Property: (aA) RII Sub shall receive good the Company owns and marketable title by general warranty deed for has the right to possess, use and alienate the Owned Facilities in proper form for recording in Real Property, and the State of North Carolina; (b) The Owned Facilities shall be Real Property is held free and clear of any Security Interest, easement, covenant, or other restriction, except for installments of special assessments not yet delinquent and recorded easements, covenants, matters shown by the Survey attached as Schedule 8.2 Interest and other restrictions which do not would impair the current use or occupancy, or the marketability of title, of the property subject theretouse; (cB) There shall not be there are no pending or threatened or, to the Knowledge of the Seller, threatened, condemnation proceedings, lawsuits, or administrative actions of any type relating to any of the Owned Facilities, Real Property or other matters affecting materially and adversely the current use, or occupancy use thereof, including unpaid tap fees, contemplated special assessments or zoning changes; (dC) The legal description for each Building, and the Owned Facilities contained in buildings housing base stations, switches or other equipment material to the deed therefor shall describe the real property forming a part operation of the Owned Facilities fully Business, taken as a whole, has received all material approvals of governmental authorities required in connection with the ownership or operation thereof and adequatelyhas been operated and maintained in accordance with all material applicable laws, rules, and regulations. The building and improvements located within In the boundary lines context of the described parcel foregoing, the term “material” does not include such approvals, licenses or permits that are of land a routine or minor nature and that are customarily granted in due course after proper application therefor; (1D) shall not be in violation there are no leases, subleases, or other agreements, written or oral, granting to any party or parties the right of applicable setback requirementsuse or occupancy of any portion of the Buildings, zoning lawsor the buildings housing base stations, and ordinancesswitches or other equipment material to the operation of the Business, taken as a whole (2) shall not encroach on any easement or a portion thereof as the case may be), to which may burden the landCompany has an ownership interest, and described parcel of land not serve any adjoining property for any purpose inconsistent with except to the extent that the current use of the land, and building (3or a portions thereof as the case may be) shall would not be located within materially impaired thereby; (E) there are no outstanding options or rights of first refusal to purchase any flood plain Building, or be included in any wetlands the buildings housing base stations, switches or be subject to any similar type restriction for which any permits or licenses necessary other equipment material to the use operation of the Business, taken as a whole, or any portion thereof shall have not been obtainedor interest therein; and (eF) there are no parties (other than the Company) in possession of any Building, or the buildings housing base stations, switches or other equipment material to the operation of the Business, taken as a whole, except to the extent that the current use of such Building or buildings comprising the Owned Real Property would not be materially impaired thereby. (ii) Schedule 4.l4(ii) of the Disclosure Schedule lists and briefly describes all of the premises leased or subleased to the Company and under which the annual lease or sublease payments by the Company exceed an equivalent of US$50,000. The buildings listed on Schedule 4.14(ii), along with the buildings housing base stations, switches or other equipment material to the operation of the Business, taken as a whole, are referred to herein as “Leased Real Property.” With respect to the Leased Real Property: (A) the lease or sublease is legally valid, binding and enforceable, and in full force and effect; (B) the lease or sublease will continue to be legally valid, binding and enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated hereby; (C) the Company is not in breach of, and the Company has not received any notice that any third party is in breach of, the lease or sublease, and no event has occurred which, with notice or lapse of time, would constitute a breach or default or permit termination, modification, or acceleration thereunder; (D) the Company has not repudiated, nor has the Company received any notice that any third party has repudiated, any provision of the lease or sublease; (E) with respect to each sublease, the Company has not received any notice indicating that any of the warranties set forth in subsections (A) through (D) above are untrue, inaccurate or misleading with respect to the underlying lease; (F) all of the Leased Real Property has received all material approvals of governmental authorities required in connection with the leasing or operation thereof and has been operated and maintained in accordance with all material applicable laws, rules, and regulations. In the context of the foregoing, the term “material” does not include such approvals, licenses or permits that are of a routine or minor nature and that are customarily granted in due course after proper application therefor. (iii) The Owned Facilities shall abut and have direct vehicular access to a public road, direct access to an operational railroad spur, Company does not directly or have vehicular access to a public road via a permanent, irrevocable, appurtenant easement benefitting the Owned Facilitiesindirectly own any land.

Real Property. Except (a) Schedule 4.12(a) sets forth a correct and complete list as of the Effective Date of the location, by state and street address, of all Real Property owned or leased by any Loan Party (including name of record owner), identifying which properties are owned and which are leased, together with the names and addresses of any landlords. (b) Each Loan Party has title, subject to matters of record disclosed in the title commitments referenced on Schedule 4.12(b), to, or valid leasehold interests in, all Real Property, in each case that is purported to be owned or leased by it, and none of the Real Property is subject to any Lien, except Permitted Liens. (c) Each Loan Party has paid all such material payments required to be made by it in respect of any Leasehold Property, and, to such Loan Party’s knowledge, no landlord Lien has been filed, and to Borrower’s knowledge, no claim of delinquency is being asserted, with respect to any such payments, except as are subject to Permitted Protest. (d) Each Lease relating to the Leasehold Property listed on Schedule 4.12(a) is in full force and effect and is legal, valid, binding and enforceable in accordance with its terms. To each such Loan Party’s knowledge, there is not under any such Lease any existing breach, default, event of default or event or condition that, with or without notice or lapse of time or both, could constitute a breach, default or an event of default by any Loan Party or that, in any such case, could reasonably be expected to result in the commencement of proceedings or actions to terminate such Lease. (e) All Permits or Cannabis Licenses required to have been issued to enable all Real Property of any Loan Party to be lawfully occupied and used for all of the purposes for which they are currently occupied and used have been lawfully issued and are in full force and effect, other than those that, in the aggregate, would not have a Material Adverse Effect. (f) None of any Loan Party has received any notice, or has any knowledge, of any pending, threatened or contemplated condemnation proceeding affecting any Real Property of such Loan Party or any part thereof, except those that, in the aggregate, would not have a Material Adverse Effect. (g) No Loan Party owns or holds, or is obligated under or a party to, any lease, option, right of first refusal or other contractual right to purchase, acquire, sell, assign, dispose of or lease any Collateral Properties of such Loan Party except as set forth on Schedules 2.1(a) and 8.1, with respect to the Owned Facilities: (a) RII Sub shall receive good and marketable title by general warranty deed for the Owned Facilities in proper form for recording in the State of North Carolina; (b) The Owned Facilities shall be free and clear of any Security Interest, easement, covenant, or other restriction, except for installments of special assessments not yet delinquent and recorded easements, covenants, matters shown by the Survey attached as Schedule 8.2 and other restrictions which do not impair the current use or occupancy, or the marketability of title, of the property subject thereto; (c) There shall not be pending or threatened condemnation proceedings, lawsuits, or administrative actions of any type relating to the Owned Facilities, or other matters affecting adversely the current use, or occupancy thereof, including unpaid tap fees, contemplated special assessments or zoning changes; (d) The legal description for the Owned Facilities contained in the deed therefor shall describe the real property forming a part of the Owned Facilities fully and adequately. The building and improvements located within the boundary lines of the described parcel of land (1) shall not be in violation of applicable setback requirements, zoning laws, and ordinances, (2) shall not encroach on any easement which may burden the land, and described parcel of land not serve any adjoining property for any purpose inconsistent with the use of the land, and (3) shall not be located within any flood plain or be included in any wetlands or be subject to any similar type restriction for which any permits or licenses necessary to the use thereof shall have not been obtained; and (e) The Owned Facilities shall abut and have direct vehicular access to a public road, direct access to an operational railroad spur, or have vehicular access to a public road via a permanent, irrevocable, appurtenant easement benefitting the Owned Facilities4.12(g).

Real Property. Except as (i) All real property owned or leased by it and the nature of its interest (both registered and beneficial) therein, is correctly set forth on Schedules 2.1(a) and 8.1, with respect to the Owned Facilities: (a) RII Sub shall receive Schedule I. It has good and marketable title to all real property owned by general warranty deed for the Owned Facilities in proper form for recording in the State of North Carolina; (b) The Owned Facilities shall be it free and clear of all Liens other than Permitted Liens. (ii) The real property owned or leased by it described in Schedule I has full, free and unobstructed access to and from adjoining public highways, streets and/or roads, and it has no knowledge of any Security Interestexisting fact or condition which could reasonably be expected to result in the amendment or termination of such access. All entrances/exits to such real property are permitted under Applicable Law and allow free and uninterrupted ingress and egress to public highways, easementstreets and/or roads. (iii) There are no outstanding work orders, covenantnotices of deficiency and/or notices of violation issued by any Governmental Authority affecting or pertaining in any respect to part or all of its real property, other than those received and addressed in the normal course of business and which, in the aggregate, would not have a Material Adverse Effect. (iv) Each of the Permitted Liens registered against its real property is in good standing and there are no unresolved disputes concerning the same except as disclosed in Schedule E. (v) To the extent possible as of the date hereof, each of any outstanding site-plan, development and other municipal agreements entered into by it have been complied with and satisfied. (vi) All its real property is zoned to permit its present use. (vii) No written notice has been received by it from any Governmental Authority or from any other source whatsoever (and it has otherwise no knowledge thereof), advising of, ordering, directing or requiring that any alteration, repair, improvement or other work be done with respect to its real property or relating to its non-compliance with any Applicable Law regarding land use or any other Applicable Law material to its real property which has not or will not be complied with within the relevant permitted period or relating to any threatened or impending condemnation, or relating to any changes (actual, pending or proposed) to any zoning or other restriction, except for installments of special assessments not yet delinquent and recorded easements, covenants, matters shown by land use law regulating or affecting the Survey attached as Schedule 8.2 and other restrictions use to which do not impair the current use or occupancy, or the marketability of title, of the such real property subject thereto;may be put. (cviii) There shall It is not be pending or threatened condemnation proceedings, lawsuits, or administrative actions aware of any type relating expropriation or pending expropriation of part or all of its real property. (ix) It has not received notice of and, to the Owned Facilitiesbest of its knowledge, information and belief, after having made due enquiry, is not otherwise aware of any natural or other matters affecting adversely the current use, or occupancy thereof, including unpaid tap fees, contemplated special assessments or zoning changes; (d) The legal description for the Owned Facilities contained in the deed therefor shall describe the artificial condition upon its real property forming which shall or could result in a part of Material Adverse Change or materially adversely limit or materially adversely affect the Owned Facilities fully and adequately. The building and improvements located within the boundary lines of the described parcel of land (1) shall not be in violation of applicable setback requirements, zoning laws, and ordinances, (2) shall not encroach on any easement which may burden the land, and described parcel of land not serve any adjoining property for any purpose inconsistent with the intended use of the landreal property. (x) It has not received written notice of and is not otherwise aware of any pending or proposed amendment to any Applicable Law relating to its real property, and (3) or of any planning report or other government study concerning the real property, any of which shall not be located within any flood plain or be included could result in any wetlands Material Adverse Change or be subject to any similar type restriction for which any permits or licenses necessary to materially adversely affect the intended use thereof shall of the real property. (xi) Taxes on its real property have not been obtainedreduced, deferred or eliminated pursuant to government schemes such as (but not limited to) a farm rebate tax program, a managed forest tax rebate program or conservation land tax rebate program; andsave for increases that will result from the development of its real property in the ordinary course, it has no knowledge of any proposal by a municipal corporation or other Governmental Authority to increase Taxes relating to or in respect of its real property other than normal annual tax increases levied from time to time. (exii) The Owned Facilities shall abut and have direct vehicular access It has no knowledge of any existing or future obligation to pay or any proposed assessment of local improvement charges in relation to its real property except those levied in the ordinary course. It has done no act nor executed any agreement with a public road, direct access municipal corporation or other Governmental Authority the effect of which would be to an operational railroad spur, provide for a future obligation to pay or have vehicular access to a public road via a permanent, irrevocable, appurtenant easement benefitting future assessment of local improvement charges in connection with the Owned Facilitiesreal property.

Real Property. Except as set (a) Section 6.12 of the Disclosure Schedules sets forth on Schedules 2.1(athe address and description of each parcel of Owned Real Property and Leased Real Property. With respect to each parcel of Owned Real Property, and except for Permitted Encumbrances: (i) the Company or one of its Subsidiaries has good and 8.1marketable fee simple title, with respect free and clear of all Liens; (ii) during the last twelve months, neither the Company nor any of its Subsidiaries has leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof; (iii) there are no outstanding options, rights of first offer or rights of first refusal to purchase such Owned Real Property or any portion thereof or interest therein; (iv) there are no pending or, to the Knowledge of Sellers, threatened condemnation or expropriation proceedings, lawsuits or administrative actions relating to the Owned Facilities: Real Property or other legal matters affecting adversely, in any material respect, the current use, occupancy or value thereof; (av) RII Sub shall receive good the Owned Real Property has received all Permits required in connection with the occupation or operation thereof as presently occupied and marketable title by general warranty deed operated and has been operated and maintained in accordance with applicable Laws, except for such Permits that, the failure to obtain, would not reasonably be expected to, individually or in the aggregate have a Material Adverse Effect; (vi) there are no material improvements necessary to use any Owned Real Property to conduct the business of the Company and its Subsidiaries as it is currently being conducted; (vii) there are no leases, subleases, licenses, concessions or other agreements, written or oral, granting to any party or parties the right of use or occupancy of any portion of the Owned Real Property; and (viii) all Owned Real Property is supplied with utilities and other services necessary for the Owned Facilities in proper form for recording in operation of the State facilities thereon, including gas, electricity, water, telephone, sanitary sewer and storm sewer, all of North Carolina;which services are adequate to conduct the business of the Company and its Subsidiaries as it is currently being conducted. (b) The Owned Facilities With respect to each parcel of Leased Real Property: (i) the lease or sublease agreement specified on Section 6.12 of the Disclosure Schedules for such parcel (each a “Real Property Lease”) shall be in full force and effect, shall be valid and enforceable in accordance with its terms and shall constitute the legal, valid and binding obligations of the parties thereto, and no condition shall exist or event, act or omission shall have occurred which, with or without notice, lapse of time or both, would constitute a material default by either of the parties thereto or a basis of force majeure or other claim of excusable delay or nonperformance thereunder; (ii) no party to the Real Property Lease shall have repudiated any provisions thereof; (iii) there shall be no disputes, oral agreements, or forbearance programs in effect as to the lease or sublease agreement; (iv) the Company shall have good and valid title to the leasehold estates in the Leased Real Property, free and clear of any Security Interestall Liens except Permitted Encumbrances; (v) there shall be no pending or, easementto the Knowledge of Sellers, covenant, or other restriction, except for installments of special assessments not yet delinquent and recorded easements, covenants, matters shown by the Survey attached as Schedule 8.2 and other restrictions which do not impair the current use or occupancy, or the marketability of title, of the property subject thereto; (c) There shall not be pending or threatened condemnation or expropriation proceedings, lawsuits, lawsuits or administrative actions of any type relating to the Owned Facilities, Leased Real Property or other legal matters affecting adversely adversely, in any material respect, the current use, occupancy or value thereof; (vi) the Leased Real Property shall have received all Permits required in connection with the current occupation or operation thereof and shall have been operated and maintained in accordance with applicable Laws except for such Permits that, the failure to obtain, would not reasonably be expected to, individually or in the aggregate have a Material Adverse Effect; (vii) there shall be no material improvements necessary to use the Leased Real Property to conduct the business of the Company and its Subsidiaries as it is currently being conducted; (viii) there shall be no leases (other than the Real Property Lease), subleases, licenses, concessions or other agreements, written or oral, granting to any party or parties the right of use or occupancy thereofof any portion of the Leased Real Property; and (ix) the Leased Real Property shall be supplied with utilities and other services necessary for the operation of the facilities thereon, including unpaid tap feesgas, contemplated special assessments or zoning changes; (d) The legal description for electricity, water, telephone, sanitary sewer and storm sewer, all of which services shall be adequate to conduct the Owned Facilities contained in the deed therefor shall describe the real property forming a part business of the Owned Facilities fully Company and adequately. The building and improvements located within the boundary lines of the described parcel of land (1) shall not be in violation of applicable setback requirements, zoning laws, and ordinances, (2) shall not encroach on any easement which may burden the land, and described parcel of land not serve any adjoining property for any purpose inconsistent with the use of the land, and (3) shall not be located within any flood plain or be included in any wetlands or be subject to any similar type restriction for which any permits or licenses necessary to the use thereof shall have not been obtained; and (e) The Owned Facilities shall abut and have direct vehicular access to a public road, direct access to an operational railroad spur, or have vehicular access to a public road via a permanent, irrevocable, appurtenant easement benefitting the Owned Facilitiesits Subsidiaries as it is currently being conducted.

Real Property. Except as set forth on Schedules 2.1(a(i) 4(II)(l)(i) of the Disclosure Schedule lists and 8.1describes briefly all real property that the Buyer owns. If § 4(II)(l)(i) of the Disclosure Schedule identifies anything other than “NONE”, then with respect to the Owned Facilitieseach such parcel of owned real property: (aA) RII Sub shall receive the identified owner has good and marketable title by general warranty deed for to the Owned Facilities in proper form for recording in the State parcel of North Carolina; (b) The Owned Facilities shall be real property, free and clear of any Security Interest, easement, covenant, or other restriction, except for installments of special assessments not yet delinquent and recorded easements, covenants, matters shown by the Survey attached as Schedule 8.2 and other restrictions which do not impair the current use use, occupancy, or occupancyvalue, or the marketability of title, of the property subject thereto; (cB) There shall not be there are no pending or, to the Knowledge of the Buyer or its directors or officers (or employees with responsibility for real estate matters of the Buyer), threatened condemnation proceedings, lawsuits, or administrative actions of any type relating to the Owned Facilities, property or other matters affecting materially and adversely the current use, occupancy, or occupancy value thereof, including unpaid tap fees, contemplated special assessments or zoning changes; (dC) The the legal description for the Owned Facilities parcel contained in the deed therefor shall describe the real property forming a part of the Owned Facilities thereof describes such parcel fully and adequately. The building , the buildings and improvements are located within the boundary lines of the described parcel parcels of land (1) shall land, are not be in violation of applicable setback requirements, zoning laws, and ordinancesordinances (and none of the properties or buildings or improvements thereon are subject to "permitted non-conforming use" or "permitted non-conforming structure" classifications), (2) shall and do not encroach on any easement which may burden the land, and described parcel of the land does not serve any adjoining property for any purpose inconsistent with the use of the land, and (3) shall the property is not be located within any flood plain or be included in any wetlands or be subject to any similar type restriction for which any permits or licenses necessary to the use thereof shall have not been obtained; (D) all facilities have received all approvals of governmental authorities (including licenses and permits) required in connection with the ownership or operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations; (E) there are no leases, subleases, licenses, concessions, or other agreements, written or oral, granting to any party or parties the right of use or occupancy of any portion of the parcel of real property; (F) there are no outstanding options or rights of first refusal to purchase the parcel of real property, or any portion thereof or interest therein; (G) there are no parties (other than the Buyer) in possession of the parcel of real property, other than tenants under any leases disclosed in §4(II)(l)(i) of the Disclosure Schedule who are in possession of space to which they are entitled; (H) all facilities located on the parcel of real property are supplied with utilities and other services necessary for the operation of such facilities, including gas, electricity, water, telephone, sanitary sewer, and storm sewer, all of which services are adequate in accordance with all applicable laws, ordinances, rules, and regulations and are provided via public roads or via permanent, irrevocable, appurtenant easements benefiting the parcel of real property; and (eI) The Owned Facilities shall abut each parcel of real property abuts on and have has direct vehicular access to a public road, direct access to an operational railroad spur, or have vehicular has access to a public road via a permanent, irrevocable, appurtenant easement benefitting benefiting the Owned Facilitiesparcel of real property, and access to the property is provided by paved public right-of-way with adequate curb cuts available. (ii) 4(II)(l)(ii) of the Disclosure Schedule lists and describes briefly all real property leased or subleased to the Buyer. The Buyer has provided access to the Target and the Sellers of correct and complete copies of the leases and subleases listed in §4(II)(l)(ii) of the Disclosure Schedule (as amended to date). With respect to each lease and sublease listed in §4(II)(l)(ii) of the Disclosure Schedule: (A) the lease or sublease is legal, valid, binding, enforceable, and in full force and effect; (B) the lease or sublease will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated hereby; (C) no party to the lease or sublease is in breach or default, and no event has occurred which, with notice or lapse of time, would constitute a breach or default or permit termination, modification, or acceleration thereunder; (D) no party to the lease or sublease has repudiated any provision thereof; (E) there are no disputes, oral agreements, or forbearance programs in effect as to the lease or sublease; (F) with respect to each sublease, the representations and warranties set forth in subsections (A) through (E) above are true and correct with respect to the underlying lease; (G) the Buyer has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the leasehold or subleasehold; (H) all facilities leased or subleased thereunder have received all approvals of governmental authorities (including licenses and permits) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations; (I) all facilities leased or subleased thereunder are supplied with utilities and other services necessary for the operation of said facilities; and (J) the owner of the facility leased or subleased has good and marketable title to the parcel of real property, free and clear of any Security Interest, easement, covenant, or other restriction, except for installments of special easements not yet delinquent and recorded easements, covenants, and other restrictions which do not impair the current use, occupancy, or value, or the marketability of title, of the property subject thereto.

Real Property. Except (a) Section 5.7(a)(i) of the Parent/Seller Disclosure Letter sets forth a list as set forth on Schedules 2.1(a) of the date hereof of all real property owned by Seller, any Asset Transferor or any Acquired Company and 8.1used primarily in the Business (the “Owned Real Property”), including the primary use and the address of each such property. There are no material licenses, leases or subleases under which any Third Party is licensee, lessee or sublessee of, or holds or occupies, any portion of the Owned Real Property. Seller, an Asset Transferor or an Acquired Company has valid fee simple title to each parcel of Owned Real Property, free and clear of all Encumbrances other than Permitted Encumbrances. There are no pending or, to the Knowledge of Seller, threatened, condemnation or eminent domain proceedings or any sale or other disposition of any Owned Real Property in lieu of condemnation with respect to any Owned Real Property. Except as would not, individually or in the aggregate, reasonably be expected to be material and adverse to the Business, taken as a whole, (i) there are no violations of any zoning ordinances, building codes or other Laws affecting the Owned Facilities: Real Property that remain uncured or, to the Knowledge of Seller, planned changes in any zoning ordinances or building codes or other Laws that would affect the current use and operation of the Owned Real Property, (aii) RII Sub shall receive good no Seller, Asset Transferor or Acquired Company has received written notice of any commenced or planned public improvements related to the Owned Real Property that may result in special assessments against any part of the Owned Real Property, (iii) each Owned Real Property has adequate rights of access to dedicated public ways and marketable title is served by general warranty deed water, electric, sewer, sanitary sewer and storm drain facilities, in each case to the extent reasonably necessary for the operation of the Business as conducted as of the date hereof and as of the Closing and (iv) the improvements on each Owned Facilities Real Property are free from material defects and in proper form for recording good operating condition and repair, normal wear, tear and maintenance excepted. Seller has made available to Buyer true, correct and complete copies of the most recent existing title insurance policies and ALTA title surveys which Seller or any of its Affiliates (including any Asset Transferor or any Acquired Company) possesses in electronic format as of the State of North Carolina;date hereof relating to the Owned Real Property. (b) The Owned Facilities shall be Section 5.7(b)(i) of the Parent/Seller Disclosure Letter sets forth a list as of the date hereof of the Leased Real Property, including the primary use and the address of each such property. Section 5.7(b)(ii) of the Parent/Seller Disclosure Letter sets forth a list as of the date hereof of (A) the Material Tower Leases and (B) each lease, sublease, license or occupancy agreement for the Material Leased Real Property (collectively, the “Material Leases” and, together with each lease, sublease, license or occupancy agreement for all other Leased Real Property, the “Leases”). Seller, an Asset Transferor or an Acquired Company has a valid leasehold or subleasehold interest in, valid license to or valid right to use each parcel of Leased Real Property, free and clear of any Security Interestall Encumbrances other than Permitted Encumbrances. The “Material Leased Real Property” means the following real properties leased, easementsubleased, covenantlicensed or occupied by Seller, an Acquired Company or other restriction, except for installments of special assessments not yet delinquent and recorded easements, covenants, matters shown by the Survey attached as Schedule 8.2 and other restrictions which do not impair the current use or occupancy, or the marketability of title, of the property subject thereto; (c) There shall not be pending or threatened condemnation proceedings, lawsuits, or administrative actions of any type relating to the Owned Facilities, or other matters affecting adversely the current use, or occupancy thereof, including unpaid tap fees, contemplated special assessments or zoning changes; (d) The legal description for the Owned Facilities contained an Asset Transferor that are used primarily in the deed therefor shall describe the real property forming a part of the Owned Facilities fully and adequately. The building and improvements located within the boundary lines of the described parcel of land Business: (1) shall not be in violation of applicable setback requirements, zoning laws, and ordinances, the top fifty (50) retail properties measured by total annual rent for year 2023; (2) shall not encroach on any easement which may burden the land, and described parcel of land not serve any adjoining property all material real properties used for any purpose inconsistent with the use of the land, office space; and (3) shall all local connectivity centers and regional connectivity centers. The “Leased Real Property” means the Material Leased Real Property and all other retail properties leased, subleased or licensed by Seller, an Acquired Company or an Asset Transferor that are used primarily in the Business. As of the date hereof, Seller, an Asset Transferor or an Acquired Company has a valid leasehold or subleasehold interest in, valid license to or valid right to use the leased, subleased or licensed, as applicable, space at each of the Third Party Towers, except as would not reasonably be located within any flood plain expected to be material and adverse to the Business, taken as a whole. With respect to each Lease, except as would not, individually or in the aggregate, reasonably be included expected to be material and adverse to the Business, taken as a whole, (i) such Lease is in full force and effect as of the date hereof and as of the Closing and enforceable in accordance with its terms (other than Leases that have expired in accordance with their terms and other than terminations made in the ordinary course of business); (ii) Seller, an Acquired Company or an Asset Transferor’s possession and quiet enjoyment of the Leased Real Property under such Lease has not been disturbed, and there are no material disputes with respect to such Lease; (iii) no Seller, Acquired Company or Asset Transferor has received written notice of default under such Lease since the Lookback Date or is in breach or default in any wetlands material respect under such Lease, and no event has occurred or be subject circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a material breach or default, or permit the termination, modification or acceleration of rent under such Lease; (iv) no Seller, Acquired Company or Asset Transferor is subleasing, licensing or has otherwise granted any Person the right to use or occupy such Leased Real Property or any similar type restriction portion thereof now or in the future; (v) no Seller, Acquired Company or Asset Transferor has collaterally assigned or granted any other security interest in such Lease or any interest therein which remains in effect as of the date hereof; (vi) to the Knowledge of Seller, such Leased Real Property is free from material defects for which any permits Seller, an Acquired Company or licenses necessary an Asset Transferor is responsible under the terms of the applicable Lease and is in good operating condition and repair, normal wear, tear and maintenance excepted; (vii) to the Knowledge of Seller, there is no pending or threatened, condemnation or eminent domain proceedings or any sale or other disposition of any Leased Real Property in lieu of condemnation with respect to all or any material portion of such Leased Real Property and (viii) to the Knowledge of Seller each parcel of Leased Real Property is adequately served by utilities and other building services as necessary or appropriate for its current use thereof shall have in connection with the Business as conducted as of the date hereof. As of the date hereof, the rental amounts set forth in each Lease represent the actual rent being paid, and there are not been obtained; and (e) The Owned Facilities shall abut and have direct vehicular access to a public road, direct access to an operational railroad spur, separate written agreements or have vehicular access to a public road via a permanent, irrevocable, appurtenant easement benefitting the Owned Facilitiesunderstandings adversely amending or modifying such rental amounts.

Real Property. Except as set forth on Schedules 2.1(a) and 8.1, with respect to the Owned Facilities: (a) RII Sub shall receive good and marketable title by general warranty deed for the Owned Facilities The Company does not own any interest (other than a leasehold interest) in proper form for recording in the State of North Carolina;any real property. (b) Schedule 2.12 lists and describes in reasonable detail all Leased Real Property (as defined below) and the associated leases and related documents (the “Leases”), including addresses. The Owned Facilities shall be free Company has a valid and clear of any Security Interestsubsisting leasehold or subleasehold estate in, easementand enjoys peaceful and undisturbed possession of, covenant, or other restriction, except for installments of special assessments not yet delinquent and recorded easements, covenants, matters shown by the Survey attached as Schedule 8.2 and other restrictions which do not impair the current use or occupancy, or the marketability of title, of the property subject thereto;all Leased Real Property. (c) There shall not be pending or threatened condemnation proceedings, lawsuitsThe Leased Real Property comprises all of the real property and interests in real property used in, or administrative actions otherwise related to, the Business as presently conducted. There are no outstanding options or rights of first refusal to purchase all or any type portion of the Leased Real Property or interests therein granted by or to the Company nor is the Leased Real Property subject to any agreement to which the Seller Parties nor the Company is a party (other than the Leases) with respect to future ownership, use, occupancy, operation or development. Neither the Seller Parties nor the Company is a party to any Contract with any Governmental Authority relating to the Owned Facilitiesprovision of financial aid from such Governmental Authority to the Company that requires the Company to make minimum investments in, or other matters affecting adversely create or maintain a minimum number of jobs at, any of the current use, facilities or occupancy thereof, including unpaid tap fees, contemplated special assessments or zoning changes;Improvements (as defined in Section 2.12(d)) located on the Leased Real Property. (d) The legal description To the Seller Parties’ knowledge, all buildings, structures, fixtures, building systems and equipment, and all components thereof, including the roofs, foundations, load-bearing walls, and other structural elements thereof, heating, ventilation, air conditioning, mechanical, electrical, plumbing, and other building systems, environmental control, remediation, and abatement systems, sewer, storm, and waste water systems, irrigation, and other water distribution systems, parking facilities, fire protection, security, and surveillance systems, and telecommunications, computer, wiring, and cable installations included in the Leased Real Property (the “Improvements”), are in good condition and repair and sufficient for the Owned Facilities contained in the deed therefor shall describe the real property forming a part operation of the Owned Facilities fully and adequately. The building and improvements located within the boundary lines of the described parcel of land (1) shall not be in violation of applicable setback requirements, zoning laws, and ordinances, (2) shall not encroach on any easement which may burden the land, and described parcel of land not serve any adjoining property for any purpose inconsistent with the use of the land, and (3) shall not be located within any flood plain or be included in any wetlands or be subject to any similar type restriction for which any permits or licenses necessary to the use thereof shall have not been obtained; andBusiness as presently conducted. (e) The Owned Facilities shall abut and have There are no condemnation, eminent domain, or other Legal Proceedings pending or, to the Seller Parties’ knowledge, threatened against the Leased Real Property or against the interest of the Company in all or any part of the Leased Real Property. (f) Each parcel of Leased Real Property has direct vehicular and pedestrian access to a public road, direct access to an operational railroad spurright of way adjoining the Leased Real Property, or have has vehicular and pedestrian access to a public road right of way via a permanentan easement or other Contract benefitting such parcel of Leased Real Property, irrevocableand such access is not dependent on any land or other real property interest that is not included in the Leased Real Property. None of the Improvements used in the operation of the Business as presently conducted is dependent for its access, use or operation on any land, Improvement or other real property interest that is not included in the Leased Real Property. (g) To the Seller Parties’ knowledge, all water, oil, gas, electrical, steam, compressed air, telecommunications, sewer, storm and waste water systems, and other utility services or systems for the Leased Real Property have been installed and are operational and sufficient for the operation of the Business as presently conducted, and each such utility service enters the Leased Real Property from an adjoining public street or valid easement in favor of the supplier of such utility service or appurtenant easement benefitting to such Leased Real Property, and is not dependent for its access, use, or operation on any land, Improvement, or other real property interest that is not included in the Owned FacilitiesLeased Real Property. (h) Other than as set out in Schedule 2.12(h), there are no leases, subleases, licenses, concessions, or other Contracts, granting to any Person other than the Company the right of use or occupancy of any portion of the Leased Real Property, and there are no parties, other than the Company, in possession of the Leased Real Property. (i) None of the Seller Parties has received notice of any special assessment relating to any Leased Real Property or any portion thereof and, to the Seller Parties’ knowledge, no such special assessment is pending or, to the Seller Parties’ knowledge, threatened. (j) With respect to the Leased Real Property, (i) true, correct, and complete copies of the Leases have been provided or made available to Buyer, (ii) the Company has not assigned, sublet, transferred, mortgaged, deeded in trust, or encumbered or conveyed any interest in any Leased Real Property; (iii) there is no Legal Proceeding pending against the Company, or to the Seller Parties’ knowledge threatened, against the Company or any other Person that would reasonably be expected to interfere with the quiet enjoyment of the Leased Real Property after the Effective Time, and (iv) there is no pending dispute with the landlord of the Leased Real Property, and none of the Seller Parties has received any notice alleging breach of any of the covenants and or other obligations on the part of the Company.

Real Property. Except as set forth on Schedules 2.1(a) and 8.1, with respect to the Owned Facilities: (a) RII Sub shall receive good and marketable title by general warranty deed for the Owned Facilities in proper form for recording in the State of North Carolina;No Group Company owns any real property. (b) The Owned Facilities shall be free Schedule 2.19(b) attached hereto contains a complete list of all real property leased or subleased by each Group Company (the “Leased Real Property”). Such Group Company has a valid leasehold interest in such Leased Real Property. Each Group Company has previously delivered to Buyer complete and clear accurate copies of each of the leases for the Leased Real Property (the “Leases”). With respect to each Lease: (i) the Lease is legal, valid, binding, enforceable and in full force and effect; (ii) neither any Security InterestGroup Company, easementnor any other party to the Lease is in breach or default and no event has occurred which, covenantwith notice or lapse of time or both, would constitute such a breach or other restrictiondefault or permit termination, modification or acceleration under the Lease; (iii) no party to the Lease has repudiated any provision thereof; (iv) there are no disputes, oral agreements or forbearance programs in effect as to the Lease; (v) the Lease has not been modified in any respect, except for installments of special assessments not yet delinquent and recorded easements, covenants, matters shown to the extent that such modifications are disclosed by the Survey attached as Schedule 8.2 documents delivered to Buyer; and other restrictions which do not impair (vi) no Group Company have assigned, transferred, conveyed, mortgaged or encumbered any interest in the current use or occupancy, or the marketability of title, of the property subject thereto;Lease. (c) There shall With respect to the Leased Real Property: (i) the current use of such property and the operation of the Group Company’s business does not be pending violate any instrument of record or threatened condemnation proceedingsContract affecting such property or any applicable Legal Requirements (without any fines or monetary Liabilities attached); (ii) all buildings, lawsuitsstructures and other improvements located on such property, including all components thereof, are structurally sound, in good operating condition and repair, subject only to the provision of usual and customary maintenance provided in the ordinary course of business with respect to buildings, structures and improvements of like age and construction and all water, gas, electrical, steam, compressed air, telecommunication, sanitary and storm sewage lines and other utilities and systems serving such property are sufficient to enable the continued operation of such property as it is now operated in connection with the conduct of the Group Company; (iii) except for the Leases, there are no leases, subleases, licenses, concessions or administrative actions other Contracts, written or oral, granting to any party or parties the right of use or occupancy of any type relating to the Owned Facilities, or other matters affecting adversely the current use, or occupancy thereof, including unpaid tap fees, contemplated special assessments or zoning changes; (d) The legal description for the Owned Facilities contained in the deed therefor shall describe the real property forming a part portion of the Owned Facilities fully and adequately. The building and improvements located within the boundary lines parcel of such property except in favor of the described parcel of land (1) shall not be in violation of applicable setback requirements, zoning laws, and ordinances, (2) shall not encroach on any easement which may burden the land, and described parcel of land not serve any adjoining property for any purpose inconsistent with the use of the land, Group Company; and (3iv) shall not be located within any flood plain or be included there are no parties in any wetlands or be subject to any similar type restriction for which any permits or licenses necessary to the use thereof shall have not been obtained; and (e) The Owned Facilities shall abut and have direct vehicular access to a public road, direct access to an operational railroad spur, or have vehicular access to a public road via a permanent, irrevocable, appurtenant easement benefitting the Owned Facilitiespossession of such property.

Real Property. Except as set forth on Schedules 2.1(a) and 8.1, with respect to the Owned Facilities: (a) RII Sub shall receive good The Business and marketable title by general warranty deed for the Owned Facilities in proper form for recording in the State of North Carolina;Company and its Subsidiaries do not own, and have never owned, any real property. (b) The Owned Facilities shall be Section 3.11(b) of the Disclosure Schedule sets forth the address of each parcel of Leased Real Property, and a true and complete list of all Leases for each parcel of Leased Real Property. (c) Subject to the respective terms and conditions in the Leases, the Company or one of its Subsidiaries is the sole legal and equitable owner of the leasehold interest in the Leased Real Property and possesses good and marketable, indefeasible title thereto, free and clear of any Security Interestall Liens (other than Permitted Liens). (d) With respect to each parcel of Leased Real Property: (i) there are no pending or, easement, covenant, or other restriction, except for installments of special assessments not yet delinquent and recorded easements, covenants, matters shown by to the Survey attached as Schedule 8.2 and other restrictions which do not impair the current use or occupancy, or the marketability of title, Knowledge of the property subject thereto; (c) There shall not be pending or Company, threatened condemnation proceedingsProceedings, lawsuits, suits or administrative actions of any type relating to the Owned Facilities, any such parcel or other matters affecting adversely the current use, occupancy or value thereof; (ii) the ownership and operation of the Leased Real Property in the manner in which it is now owned and operated comply with all zoning, building, use, safety or other similar Laws in all material respects; (iii) all Improvements on any such parcel are in good operating condition, ordinary wear and tear excepted, are supplied with utilities and other services necessary for the operation of the Business as currently conducted at such facilities and safe for their current occupancy and use; (iv) neither the Company, nor any of its Subsidiaries nor Orgenesis Parent has received any notice of any special Tax, levy or assessment for benefits or betterments that affect any parcel of Leased Real Property and, to the Knowledge of the Company, no such special Taxes, levies or assessments are pending or contemplated; (v) there are no Contracts granting to any third party or parties the right of use or occupancy thereofof any such parcel, including unpaid tap fees, contemplated special assessments or zoning changes; and there are no third parties (dother than the Company and its Subsidiaries) The legal description in possession of any such parcel except for the Owned Facilities contained in the deed therefor shall describe the real property forming a part such Contracts relating to Orgenesis Parent and/or its Subsidiaries that are set forth on Section 3.11(d) of the Owned Facilities fully and adequately. The building and improvements located within the boundary lines of the described parcel of land (1) shall not be in violation of applicable setback requirements, zoning laws, and ordinances, (2) shall not encroach on any easement which may burden the land, and described parcel of land not serve any adjoining property for any purpose inconsistent with the use of the land, Disclosure Schedule; and (3vi) shall not be located within any flood plain or be included in any wetlands or be subject to any similar type restriction for which any permits or licenses necessary to the use thereof shall have not been obtained; and (e) The Owned Facilities shall abut and have direct each such parcel has adequate vehicular access to a public roadroad and there is no pending or, direct access to an operational railroad spurthe Knowledge of the Company, threatened termination of such access. The Leased Real Property comprises all of the real property used or have vehicular access intended to be used in the Business, and neither the Company nor any of its Subsidiaries is a public road via a permanentparty to any Contract, irrevocable, appurtenant easement benefitting the Owned Facilitiesoption or right of first refusal to purchase any real property or any portion thereof or interest therein.

Real Property. Except as set forth on Schedules 2.1(a) and 8.1, with respect to the Owned Facilities: (a) RII Sub shall receive Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, (i) the applicable Group Company has good and marketable title title, and validly granted long term land use rights and building ownership rights, to the real property owned by general warranty deed for any Group Company (the “Owned Facilities in proper form for recording in the State of North Carolina; (b) The Owned Facilities shall be Real Property”), free and clear of any Security InterestLien, easementother than Permitted Property Liens, covenant(ii) there are no outstanding options or rights of first refusal to purchase the Owned Real Property, or other restriction, except for installments of special assessments not yet delinquent and recorded easements, covenants, matters shown by the Survey attached as Schedule 8.2 and other restrictions which do not impair the current use or occupancy, or the marketability of title, any portion of the property subject thereto; Owned Real Property or interest therein, (ciii) There shall not be pending or threatened condemnation proceedings, lawsuits, or administrative actions of any type the land use rights relating to the Owned FacilitiesReal Property have been duly obtained from a competent Governmental Authority in accordance with applicable Law and all amounts (including, if applicable, land grant premiums) required under applicable Law in connection with securing such title or land use rights have been paid in full and on time, (iv) the applicable Group Company has duly complied with the terms and conditions of, and all of its obligations under, the relevant land use rights grant contract, as applicable, and real property purchase contract in relation to any Owned Real Property and (v) none of the Group Companies has leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof. (b) All current leases and subleases of real property entered into by any Group Company (the “Leased Real Property”) are in full force and effect, are valid and effective in accordance with their respective terms, subject to the Bankruptcy and Equity Exception, and there is not, under any of such leases, any existing material default or event of default (or event which, with notice or lapse of time, or both, would constitute a default) by such Group Company or, to the knowledge of the Company, by the other matters affecting adversely the current useparty to such lease or sublease, except in each case, as would not reasonably be expected to have, individually or occupancy thereof, including unpaid tap fees, contemplated special assessments or zoning changes; (d) The legal description for the Owned Facilities contained in the deed therefor shall describe the real property forming aggregate, a part of the Owned Facilities fully and adequatelyCompany Material Adverse Effect. The building applicable Group Company has good and improvements located within the boundary lines of the described valid leasehold or sublease-hold interests in each parcel of land (1) shall Leased Real Property, free and clear of any Liens other than Permitted Encumbrances, except as would not reasonably be expected to have, individually or in violation of applicable setback requirementsthe aggregate, zoning laws, and ordinances, (2) shall not encroach on any easement which may burden the land, and described parcel of land not serve any adjoining property for any purpose inconsistent with the use of the land, and (3) shall not be located within any flood plain or be included in any wetlands or be subject to any similar type restriction for which any permits or licenses necessary to the use thereof shall have not been obtained; and (e) The Owned Facilities shall abut and have direct vehicular access to a public road, direct access to an operational railroad spur, or have vehicular access to a public road via a permanent, irrevocable, appurtenant easement benefitting the Owned FacilitiesCompany Material Adverse Effect.

Real Property. Except as set (a) Schedule 3.7(a) sets forth on Schedules 2.1(a) and 8.1, with respect to each Restaurant, its location, whether it is located on Owned Real Property or is on a site subject to a Lease, and whether the Owned Facilities: (a) RII Sub shall receive good and marketable title by general warranty deed for the Owned Facilities in proper form for recording in the State of North Carolina;improvements are owned or leased. (b) The Owned Facilities shall be free water, electric, gas, and clear sewer utility services, and storm drainage facilities currently available to each parcel of any Security InterestReal Property are adequate for the operation of the Restaurants as presently operated, easementand to Seller's knowledge, covenant, or other restriction, except for installments there is no condition which will result in the termination of special assessments not yet delinquent and recorded easements, covenants, matters shown by the Survey attached as Schedule 8.2 present access from each parcel of Real Property to such utility services and other restrictions which do not impair the current use or occupancy, or the marketability of title, of the property subject thereto;facilities. (c) There shall not be pending or threatened condemnation proceedings, lawsuitsSeller, or administrative actions the owner of any type relating the DR Holdings Tracts, has obtained all authorizations and rights-of-way which are necessary to ensure vehicular and pedestrian ingress and egress to and from the Owned Facilitiessite of each Restaurant, or other matters affecting adversely all of which are assignable and shall be assigned to Purchaser at the current use, or occupancy thereof, including unpaid tap fees, contemplated special assessments or zoning changes;Closing. (d) The legal description for Neither Seller nor the Owned Facilities contained in holder of the deed therefor shall describe DR Holdings Tracts has received any notice that any Government having the real property forming power of eminent domain over any parcel of Real Property has commenced or intends to exercise the power of eminent domain or a similar power with respect to any part of the Owned Facilities fully and adequately. The building and improvements located within the boundary lines of the described parcel of land (1) shall not be in violation of applicable setback requirements, zoning laws, and ordinances, (2) shall not encroach on any easement which may burden the land, and described parcel of land not serve any adjoining property for any purpose inconsistent with the use of the land, and (3) shall not be located within any flood plain or be included in any wetlands or be subject to any similar type restriction for which any permits or licenses necessary to the use thereof shall have not been obtained; andReal Property. (e) The Owned Facilities shall abut Real Property and have direct vehicular access the present uses thereof comply with all laws and regulations (including zoning laws and ordinances) of all Governments having jurisdiction over the Real Property and all recorded covenants or restrictions, and Seller has received no notice from any Government alleging that the Real Property or any improvements erected or situated thereon, or the uses conducted thereon or therein, violate any regulations of any Government having jurisdiction over the Real Property. (f) To the knowledge of Seller, no work for municipal improvements has been commenced on or in connection with any parcel of Real Property or any street adjacent thereto and no such improvements are contemplated. No assessment for public improvements has been made against the Real Property which remains unpaid. No notice from any Government has been served upon the Real Property or received by Seller, or to the knowledge of Seller received by any owner of any of the Real Property subject to a public roadLease, direct access requiring or calling attention to an operational railroad spurthe need for any work, repair, construction, alteration, or installation on or in connection with the Real Property which has not been complied with. (g) Seller holds all Environmental Permits necessary for conducting the Business and has conducted, and is presently conducting, the Business in compliance with all applicable Environmental Laws and Environmental Permits held by it, including, without limitation, all record keeping and filing requirements. To the Seller's knowledge, all Hazardous Materials and Solid Waste, on, in, or under Real Property have vehicular access been properly removed and disposed of, and to a public road via a permanentthe Seller's knowledge no past or present disposal, irrevocabledischarge, appurtenant easement benefitting spill, or other release of, or treatment, transportation, or other handling of Hazardous Materials or Solid Waste on, in, under, or off-site from any Real Property will subject the Owned FacilitiesPurchaser, or any subsequent owner, occupant, or operator of the Real Property to corrective or compliance action or any other liability. There are no presently pending, or to Seller's knowledge, threatened Actions or Orders against or involving Seller relating to any alleged past or ongoing violation of any Environmental Laws or Environmental Permits with respect to the Real Property, nor to Seller's knowledge is Seller subject to any liability for any such past or ongoing violation, nor is Seller subject to any liability for any such past or ongoing violation caused by Seller. Matters referenced above of which Seller has knowledge are referenced on Schedule 3.7(g).

Real Property. Except as (a) Schedule 5.13 sets forth a list of all real property owned, ------------- leased, occupied or used by the Subsidiaries (the "Real Property"). All title documents, leases and subleases pursuant to which any of the Real Property is owned, occupied or used are set forth on Schedules 2.1(a) Schedule 5.13 and 8.1such titles, leases and subleases are valid, subsisting, binding and enforceable against the LLC or the Subsidiaries, as applicable, in accordance with respect their respective terms, and there are no existing breaches of a material provision thereof or defaults thereunder by the LLC or the Subsidiaries, as applicable, or to the Owned Facilities: (a) RII Sub shall receive good Knowledge of the LLC any other parties thereto, or events that with notice or lapse of time or both would constitute defaults thereunder by the LLC or the Subsidiaries, as applicable, and marketable title by general warranty deed for the Owned Facilities in proper form for recording in the State no party under any such contract, lease or sublease has given or received a written notice of North Carolina;termination thereunder. (b) The Owned Facilities shall be free All Real Property is appropriately zoned under the applicable zoning ordinances of the city, county and clear state in which such the Real Property is located for current use and its intended use. To the Knowledge of any Security Interestthe LLC, easementthere are no proceedings pending or threatened that could or would cause the change, covenantredefinition, or other restrictionmodification of the zoning classification, except for installments or of special assessments not yet delinquent and recorded easementsother legal requirements applicable to the Real Property or any part thereof, covenantsor any property adjacent to the Real Property, matters shown by the Survey attached as Schedule 8.2 and other restrictions which do not or any moratorium that could or would in any way impair the current use or occupancy, or the marketability of title, of the property subject thereto;Real Property for the operation of apartment complexes. (c) All Real Property that has been constructed, is occupied or has been made available for occupancy is and has been used and operated in compliance in all material respects with the zoning, building, health, toxic and hazardous waste, environmental and other laws, codes, ordinances, regulations, orders and requirements of any Governmental Authority having jurisdiction thereof; and all certificates, licenses, permits, authorizations, consents and approvals required by any such Governmental Authority for the continued use, occupancy and operation of the Real Property have been obtained, except for those the failure to obtain would not have a Material Adverse Effect on the LLC or any of the Subsidiaries. (d) All improvements located on the Real Property are in good working order and repair (ordinary wear and tear excepted), free from patent defects and have been completed in all material respects in accordance with all applicable zoning, building, fire, health, pollution, subdivision, environmental protection, waste disposal and other governmental laws, ordinances, codes and regulations. (e) All work done or materials furnished by or on behalf of the Subsidiaries for construction of or repairs to the improvements located on the Real Property have been paid for in full and there are no claims, existing or otherwise, or rights to claims for, mechanics', materialmen's or vendors liens with respect to any of the Real Property. (f) No tenant has paid rent in advance for more than a month and, except as presented in the Rent Roll, no party has any right to rent-free occupancy or rent reductions or concessions. No tenant is in default under their lease (as to rent or otherwise), except for such defaults which would not individually or in the aggregate have a Material Adverse Effect on any of the Subsidiaries. Each lease is in full force and effect, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium or other laws affecting the enforcement of creditors' rights generally, and the application of equitable principles (whether considered in a proceeding at law or in equity. The landlord under the leases is not required to render any services to any tenant except as specifically provided in the leases. There shall not be are no parties in possession of the Real Property or entitled to possession thereof other than the Subsidiaries and tenants under the leases listed on Schedule 5.13. (g) Neither the LLC nor the Subsidiaries has received any notice or has Knowledge of any pending or threatened condemnation proceedings, lawsuits, or administrative actions eminent domain proceedings which would affect any of any type relating to the Owned Facilities, or other matters affecting adversely the current use, or occupancy thereof, including unpaid tap fees, contemplated special assessments or zoning changes;Real Property. (dh) The Real Property has adequate legal description for the Owned Facilities contained in the deed therefor shall describe the real property forming a part of the Owned Facilities fully access to public roads and adequately. The building all buildings and other improvements are located entirely within the boundary lines of the described parcel of land (1) shall not be in violation of applicable setback requirements, zoning laws, Real Property. There are no encroachments on the Real Property and ordinances, (2) shall not encroach on any easement which may burden the land, and described parcel of land not serve any adjoining property for any purpose inconsistent with the use no portion of the land, and (3) shall not be Real Property is located within any flood plain Special Flood Hazard Area designated by the U.S. Department of Housing and Urban Development, or be included in any wetlands area similarly designated by any other Governmental Authority having jurisdiction thereof. (i) To the Knowledge of the LLC, there are no unpaid special assessments affecting the Real Property and notice has not been received of any special improvements to be made for the benefit of any of the Real Property or be requiring the construction of or repairs to any public rights of way contiguous to any of the Real Property. (j) To the Knowledge of the LLC, (i) there are no "hazardous substances" (as defined in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C. (S)(S)9601 et seq., as amended) at the Real Property; (ii) there has been no release or threat of release of any such hazardous substance; (iii) the Real Property is not subject to regulation by any similar type restriction for Governmental Authority as a result of the presence of (A) stored, leaked or spilled petroleum products, (B) underground storage tanks, (C) an accumulation of rubbish, debris or other solid waste, or because of the presence, release, threat of release, discharge, storage, treatment, generation or disposal of any "hazardous waste" (as defined in the Resource Conservation and Recovery Act, 42 U.S.C. (S)6901 et. seq., as amended), or "toxic substance" (as defined in the Toxic Substance Control Act, 15 U.S.C. (S)2601 et seq., as amended), including without limitation asbestos and items or equipment containing polychlorinated biphenyls (PCBs) in excess of 50 parts per million; (iv) no environmental conditions exist on the Real Property that either (X) requires the owner to report such condition to any authority or agency of the states in which the Real Property is located or (Y) requires the owner of the Real Property to make a notation of such condition in any permits public records or licenses necessary conveyancing instrument upon the conveyance of the Real Property; and (v) no condition exists that is or may be characterized by any Governmental Authority as an actual or potential danger to the use thereof shall have not been obtained; andenvironment or public health. (ek) The Owned Facilities shall abut To the Knowledge of the LLC, there are no material patent or latent defects in the Real Property or any part thereof. (l) Each Subsidiary owns fee simple title to its respective Real Property, free and clear of all Liens, except Permitted Liens and free and clear of encumbrances and other matters of title except as shown on Schedule 5.13(1). ---------------- (m) There are no pending litigation actions, suits, proceedings or claims with respect to any aspect of the Real Property nor, to the Knowledge of the LLC, have direct vehicular access any such actions, suits, proceedings or claims been threatened or asserted. (n) All utilities (including, without limitation, water, storm and sanitary sewer, gas, electricity and telephone) are available on the Real Property through private easements or dedicated public easements in capacities sufficient to a serve and operate each project. Private drives located upon the Real Property and appurtenant easements have been completed and connect to public road, direct access to an operational railroad spur, or have vehicular access to a public road via a permanent, irrevocable, appurtenant easement benefitting the Owned Facilitiesroads.

Real Property. (a) Schedule 3.18 sets forth a correct and complete list of all real property owned, leased, occupied or used by the Company (collectively, the “Real Property”) and indicates whether such property is owned or leased by the Company. (b) Schedule 3.18 sets forth a correct and complete list of (i) all leases, subleases and other material agreements or rights pursuant to which any Person has the right to occupy or use any Real Property owned by the Company and (ii) all leases, subleases and other material agreements or rights pursuant to which the Company has the right to occupy or use any Real Property owned by others. (c) Except as set forth on Schedules 2.1(a) and 8.1Schedule 3.18, with respect to the Owned Facilities: (a) RII Sub shall receive Company has good and marketable and fee simple title to all Real Property purported to be owned by general warranty deed for the Owned Facilities it and good leasehold title to all Real Property purported to be leased by it, in proper form for recording in the State of North Carolina; (b) The Owned Facilities shall be each case free and clear of any Security InterestLiens, easement, covenant, or other restriction, except for installments of special assessments not yet delinquent and recorded easements, covenants, matters shown by the Survey attached as Schedule 8.2 and other restrictions which do not impair the current use or occupancy, or the marketability of title, of the property subject thereto; (c) There shall not be pending or threatened condemnation proceedings, lawsuits, or administrative actions of any type relating to the Owned Facilities, or other matters affecting adversely the current use, or occupancy thereof, including unpaid tap fees, contemplated special assessments or zoning changes;than Permitted Liens. (d) The legal description All buildings and other improvements located on the Real Property (including without limitation all water, sewer, gas, electrical and HVAC systems servicing the same) are in good repair and operating condition and are suitable for the Owned Facilities contained in the deed therefor shall describe the real property forming a part of the Owned Facilities fully and adequatelypurposes for which they are used. The building Real Property constitutes all real property, buildings and other improvements necessary for the Company to conduct its business as currently conducted and as currently planned to be conducted. (e) All buildings and other improvements located within on the boundary lines of the described parcel of land (1) shall not be in violation of applicable setback requirements, zoning lawsReal Property, and ordinances, (2) shall not encroach on any easement which may burden the land, and described parcel of land not serve any adjoining property for any purpose inconsistent with the use of the landReal Property by the Company and all Persons claiming under it, comply with all Governmental Rules relating to zoning and land use and with all easements, covenants and other restrictions applicable to the Real Property, except where such non-compliance would, individually or in the aggregate, have a Material Adverse Effect. (f) The Real Property: (i) is adequately serviced by all utilities necessary for the Company to conduct its business as currently conducted and as currently planned to be conducted thereon; (ii) has adequate means of ingress and egress, either directly or by means of perpetual easements or rights-of-way which run with the Real Property; (iii) has adequate parking that is sufficient to meet the needs of the Company’s employees and business invitees and to comply with applicable Laws; and (3iv) shall is not be located in whole or in part within an area identified as a flood hazard area by any flood plain or be included in any wetlands or be subject to any similar type restriction for which any permits or licenses necessary to the use thereof shall have not been obtained; and (e) The Owned Facilities shall abut and have direct vehicular access to a public road, direct access to an operational railroad spur, or have vehicular access to a public road via a permanent, irrevocable, appurtenant easement benefitting the Owned FacilitiesGovernmental Authority.

Real Property. Except as set forth on Schedules 2.1(a) and 8.1, with respect to the Owned Facilities: (a) RII Sub shall receive The Company or one of the Company Subsidiaries has good and marketable title to real property listed as owned by general warranty deed for the Company or one of the Company Subsidiaries on SECTION 4.14(a) of the Company Disclosure Schedule (collectively, the “Owned Facilities in proper form for recording in the State of North Carolina; (b) The Owned Facilities shall be Real Property”), free and clear of any Security Interestall Encumbrances, easementother than Permitted Encumbrances. For purposes of this Agreement, covenant“Permitted Encumbrances” means (i) mechanics’, carriers’, workmen’s, repairmen’s or other restrictionlike Encumbrances arising or incurred in the ordinary course of business, except (ii) Encumbrances arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business and under which the Company or the Company Subsidiaries are not in default, (iii) Encumbrances for installments of special assessments current Taxes and utilities not yet delinquent due and recorded payable or which may hereafter be paid without penalty, which have been set aside in accordance with GAAP or which are being contested by appropriate proceedings, (iv) imperfections of title or Encumbrances, if any, that do not, individually or in the aggregate, materially impair the continued use and operation of any asset to which they relate in the conduct of the business of the Company or any of the Company Subsidiaries as presently conducted, (v) leases, subleases and similar agreements set forth on the Company Disclosure Schedules, (vi) easements, covenants, matters rights-of-way and other similar restrictions or conditions of record or which would be shown by a current accurate survey of any of the Survey attached Real Property that do not materially interfere with the continued use and operation of the Real Property as Schedule 8.2 currently used and operated, (vii) zoning, building and other restrictions which imposed by any applicable law (including securities laws) that do not not, individually or in the aggregate, materially impair the current continued use or occupancy, or and operation of any asset to which they relate in the marketability of title, conduct of the business of the Company or any of the Company Subsidiaries as presently conducted, (viii) Encumbrances that have been placed by any developer, landlord or other third party on property subject thereto; (c) There shall not be pending over which the Company or threatened condemnation proceedingsany of the Company Subsidiaries have easement rights or under any lease or subordination or similar agreements relating thereto that do not, lawsuitsindividually or in the aggregate, or administrative actions materially impair the continued use and operation of any type relating asset to which they relate in the Owned Facilitiesconduct of the business of the Company or any of the Company Subsidiaries as presently conducted, (ix) unrecorded easements, covenants, rights-of-way and other similar restrictions on the Real Property none of which, individually or in the aggregate, materially impairs the continued use and operation of such Real Property as currently used and operated, (x) pledges and deposits made in the ordinary course of business in compliance with workers’ compensation, unemployment insurance and other matters affecting adversely social security laws or regulations, (xi) cash deposits to secure the current useperformance of bids, or occupancy thereoftrade contracts, leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature, in each case in the ordinary course of business consistent with past practice, and (xii) bankers’ liens and similar liens, including unpaid tap fees, contemplated special assessments rights of offset or zoning changes; (d) The legal description for the Owned Facilities contained set-off in respect of deposit accounts and liens in favor of securities intermediaries in respect of securities accounts securing fees and costs owing to such securities intermediaries arising or incurred in the deed therefor shall describe ordinary course of business. Neither the real property forming Company nor any Company Subsidiary is a part party to nor is any of the Owned Facilities fully and adequately. The building and improvements located within the boundary lines of the described parcel of land (1) shall not be in violation of applicable setback requirements, zoning laws, and ordinances, (2) shall not encroach on any easement which may burden the land, and described parcel of land not serve any adjoining property for any purpose inconsistent with the use of the land, and (3) shall not be located within any flood plain or be included in any wetlands or be Real Property subject to any similar type restriction for which unrecorded instrument granting a right or option to any permits other person to purchase or licenses necessary to the use thereof shall have not been obtained; and (e) The Owned Facilities shall abut and have direct vehicular access to a public road, direct access to an operational railroad spurlease or otherwise obtain title to, or have vehicular access to an interest in, such Owned Real Property. Neither the Company nor any Company Subsidiary has received written notice of any pending violation of a public road via a permanentcondition or agreement contained in any easement, irrevocable, appurtenant easement benefitting restrictive covenant or any similar instrument or agreement affecting any of the Owned FacilitiesReal Property, which in any event could reasonably be expected to have a Company Material Adverse Effect.

Real Property. (a) Except as disclosed in ------------- Section 4.4.5(a) of the Company Disclosure Memorandum, the Company and the Banks have good and marketable title to the real property reflected in the Company 1997 Financial Statements (the "Realty"), and the titles to the Realty are covered by title insurance policies providing coverage in the amount of the original purchase price. (b) Except as set forth on Schedules 2.1(ain Section 4.4.5(b) and 8.1of the Company Disclosure Memorandum, with respect to the Owned Facilities: (a) RII Sub shall receive good and marketable title by general warranty deed for interests of the Owned Facilities in proper form for recording Company or the Banks in the State Realty and in and under each of North Carolina; (b) The Owned Facilities shall be the Leases are free and clear of any Security Interest, easement, covenant, or other restriction, and all liens and encumbrances except for installments of special assessments liens for current taxes not yet delinquent due, and recorded easementsare subject to no present claim, covenantscontest, matters shown by dispute, action or, to the Survey attached as Schedule 8.2 and other restrictions which do not impair the current use knowledge of Management, threatened action at law or occupancy, or the marketability of title, of the property subject thereto;in equity. (c) There shall not be pending or threatened condemnation proceedingsThe present and past use and operations of, lawsuitsand improvements upon, or administrative actions the Realty and all real properties leased by the Company and the Banks (the "Leased Properties") are in compliance with all applicable building, fire, zoning and other applicable laws, ordinances and regulations, including the Americans with Disabilities Act, and with all deed restrictions of record, no notice of any type relating violation or alleged violation thereof has been received, and to the Owned Facilitiesknowledge of Management, there are no proposed changes therein that would affect the Realty, the Leased Properties or other matters affecting adversely the current use, or occupancy thereof, including unpaid tap fees, contemplated special assessments or zoning changes;their uses. (d) The legal description for the Owned Facilities contained Management is not aware of any proposed or pending change in the deed therefor shall describe the real property forming a part zoning of, or of any proposed or pending condemnation proceeding with respect to, any of the Owned Facilities fully and adequately. The building and improvements located within Realty or the boundary lines of the described parcel of land (1) shall not be in violation of applicable setback requirements, zoning laws, and ordinances, (2) shall not encroach on any easement Leased Properties which may burden adversely affect the land, and described parcel of land not serve any adjoining property for any purpose inconsistent with Realty or the Leased Properties or the current or currently contemplated use of the land, and (3) shall not be located within any flood plain or be included in any wetlands or be subject to any similar type restriction for which any permits or licenses necessary to the use thereof shall have not been obtained; andthereof. (e) The Owned Facilities shall abut buildings and have direct vehicular access structures owned, leased or used by the Company and the Banks are, taken as a whole, in good operating order (except for ordinary wear and tear), usable in the ordinary course of business, and are sufficient and adequate to a public road, direct access to an operational railroad spur, or have vehicular access to a public road via a permanent, irrevocable, appurtenant easement benefitting carry on the Owned Facilitiesbusinesses and affairs of the Company and the Banks as presently conducted.

Real Property. Except as set forth on Schedules 2.1(a(a) The Company does not own any real property. (b) SCHEDULE 3.11 lists all lease and 8.1, sublease agreements relating to real property leased or subleased by the Company. With respect to each such lease and sublease: (i) such lease or sublease constitutes the entire agreement to which the Company is a party with respect to the Owned Facilities: (a) RII Sub shall receive good and marketable title by general warranty deed for the Owned Facilities in proper form for recording in the State of North Carolinareal property leased thereunder; (bii) The Owned Facilities shall be free there is no agreement, whether written or oral, to which the Company is a party that will shorten the duration of the term of such lease or sublease as a result of the consummation of the transaction pursuant to this Agreement; (iii) the Company has not assigned, subleased, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the leasehold or subleasehold; (iv) all facilities leased or subleased thereunder have received all approvals of Governmental Entities (including all Permits) required in connection with the operation thereof and clear of any Security Interest, easement, covenant, or other restriction, except for installments of special assessments not yet delinquent have been operated and recorded easements, covenants, matters shown maintained in accordance with all applicable Laws to the extent operated and maintained by the Survey attached as Schedule 8.2 Company and to the knowledge of the Company and the Principal Shareholder by any other party which has contracted with the Company; (v) there is no action, suit or proceeding pending against the Company or, to the any action, suit or proceeding pending or threatened against the Company or any third party that would materially interfere with the quiet enjoyment of such leased real property after the Closing Date; (vi) all facilities leased or subleased thereunder are supplied with utilities and other restrictions which do not impair services necessary for the current use or occupancy, or the marketability operation of title, of the property subject thereto;such facilities; and (c) There shall not be pending To the knowledge of the Company and the Principal Shareholder, no fact or threatened condemnation proceedingscondition exists that is reasonably likely to result in the discontinuation of presently available or otherwise necessary water, lawsuitssewer, gas, electric, telephone, drainage or administrative actions of any type other utilities or services relating to the Owned Facilities, or other matters affecting adversely real property leased by the current use, or occupancy thereof, including unpaid tap fees, contemplated special assessments or zoning changes;Company. (d) The legal description for the Owned Facilities contained in the deed therefor shall describe All of the real property forming a part leased by the Company, and all components of all improvements included within such leased real property, including the roofs and structural elements thereof and the sprinkler and fire protection, heating, ventilation, air conditioning, plumbing, electrical, mechanical, sewer, waste water, storm water, paving and parking equipment, systems and facilities included therein, are in good condition and repair, working order and repair and do not require material repair or replacement in order to serve their intended purposes in all material respects, including use and operation consistent with their present use and operation, except for scheduled maintenance, repairs and replacements conducted or required in the ordinary course of the Owned Facilities fully and adequatelyoperation of such leased real property. The building Company has made all material repairs and improvements located within replacements required to be made by it under the boundary lines of real estate leases and subleases to which the described parcel of land (1) shall not be in violation of applicable setback requirements, zoning laws, and ordinances, (2) shall not encroach on any easement which may burden the land, and described parcel of land not serve any adjoining property for any purpose inconsistent with the use of the land, and (3) shall not be located within any flood plain or be included in any wetlands or be subject to any similar type restriction for which any permits or licenses necessary to the use thereof shall have not been obtained; andCompany is a party. (e) Other than options, rights of first refusal or other similar arrangements in favor of the Company under the leases and subleases relating to the real property leased by the Company, the Company has not entered into any contract, arrangement or understanding with respect to the future ownership, development, use, occupancy or operation of any parcel of real property leased by the Company. (f) There are no pending or, to the knowledge of the Company and the Principal Shareholder, threatened or contemplated condemnation or eminent domain proceedings that affect the real property leased by the Company, and the Company has not received any notice, oral or written, of the intention of any Governmental Entity or other Person to take or use all or any part thereof. (g) During the Company’ s occupancy, none of the real property leased by the Company or any part thereof has suffered any material damage by fire or other casualty that has not been completely restored. (h) The Owned Facilities shall abut and have direct vehicular access Company has not received any written notice for any insurance company that has issued a policy to a public road, direct access the Company with respect to an operational railroad spur, any real property leased by the Company requiring the performance of any structural or have vehicular access other repairs or alterations to a public road via a permanent, irrevocable, appurtenant easement benefitting the Owned Facilitiessuch property.

Real Property. Except as set forth on Schedules 2.1(a(i) 4(I)(l)(i) of the Disclosure Schedule lists and 8.1describes briefly all real property that the Target owns. If § 4(I)(l)(i) of the Disclosure Schedule identifies anything other than “NONE”, then with respect to the Owned Facilitieseach such parcel of owned real property: (aA) RII Sub shall receive the identified owner has good and marketable title by general warranty deed for to the Owned Facilities in proper form for recording in the State parcel of North Carolina; (b) The Owned Facilities shall be real property, free and clear of any Security Interest, easement, covenant, or other restriction, except for installments of special assessments not yet delinquent and recorded easements, covenants, matters shown by the Survey attached as Schedule 8.2 and other restrictions which do not impair the current use use, occupancy, or occupancyvalue, or the marketability of title, of the property subject thereto; (cB) There shall not be there are no pending or or, to the Knowledge of any of the Sellers and the directors and officers (and employees with responsibility for real estate matters) of the Target, threatened condemnation proceedings, lawsuits, or administrative actions of any type relating to the Owned Facilities, property or other matters affecting materially and adversely the current use, occupancy, or occupancy value thereof, including unpaid tap fees, contemplated special assessments or zoning changes; (dC) The the legal description for the Owned Facilities parcel contained in the deed therefor shall describe the real property forming a part of the Owned Facilities thereof describes such parcel fully and adequately. The building , the buildings and improvements are located within the boundary lines of the described parcel parcels of land (1) shall land, are not be in violation of applicable setback requirements, zoning laws, and ordinancesordinances (and none of the properties or buildings or improvements thereon are subject to "permitted non-conforming use" or "permitted non-conforming structure" classifications), (2) shall and do not encroach on any easement which may burden the land, and described parcel of the land does not serve any adjoining property for any purpose inconsistent with the use of the land, and (3) shall the property is not be located within any flood plain or be included in any wetlands or be subject to any similar type restriction for which any permits or licenses necessary to the use thereof shall have not been obtained; (D) all facilities have received all approvals of governmental authorities (including licenses and permits) required in connection with the ownership or operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations; (E) there are no leases, subleases, licenses, concessions, or other agreements, written or oral, granting to any party or parties the right of use or occupancy of any portion of the parcel of real property; (F) there are no outstanding options or rights of first refusal to purchase the parcel of real property, or any portion thereof or interest therein; (G) there are no parties (other than the Target) in possession of the parcel of real property, other than tenants under any leases disclosed in §4(l)(i) of the Disclosure Schedule who are in possession of space to which they are entitled; (H) all facilities located on the parcel of real property are supplied with utilities and other services necessary for the operation of such facilities, including gas, electricity, water, telephone, sanitary sewer, and storm sewer, all of which services are adequate in accordance with all applicable laws, ordinances, rules, and regulations and are provided via public roads or via permanent, irrevocable, appurtenant easements benefiting the parcel of real property; and (eI) The Owned Facilities shall abut each parcel of real property abuts on and have has direct vehicular access to a public road, direct access to an operational railroad spur, or have vehicular has access to a public road via a permanent, irrevocable, appurtenant easement benefitting benefiting the Owned Facilitiesparcel of real property, and access to the property is provided by paved public right-of-way with adequate curb cuts available. (ii) 4(I)(l)(ii) of the Disclosure Schedule lists and describes briefly all real property leased or subleased to the Target. The Target has provided access to the Buyer of correct and complete copies of the leases and subleases listed in §4(I)(l)(ii) of the Disclosure Schedule (as amended to date). With respect to each lease and sublease listed in §4(I)(l)(ii) of the Disclosure Schedule: (A) the lease or sublease is legal, valid, binding, enforceable, and in full force and effect; (B) the lease or sublease will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated hereby; (C) no party to the lease or sublease is in breach or default, and no event has occurred which, with notice or lapse of time, would constitute a breach or default or permit termination, modification, or acceleration thereunder; (D) no party to the lease or sublease has repudiated any provision thereof; (E) there are no disputes, oral agreements, or forbearance programs in effect as to the lease or sublease; (F) with respect to each sublease, the representations and warranties set forth in subsections (A) through (E) above are true and correct with respect to the underlying lease; (G) the Target has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the leasehold or subleasehold; (H) all facilities leased or subleased thereunder have received all approvals of governmental authorities (including licenses and permits) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations; (I) all facilities leased or subleased thereunder are supplied with utilities and other services necessary for the operation of said facilities; and (J) the owner of the facility leased or subleased has good and marketable title to the parcel of real property, free and clear of any Security Interest, easement, covenant, or other restriction, except for installments of special easements not yet delinquent and recorded easements, covenants, and other restrictions which do not impair the current use, occupancy, or value, or the marketability of title, of the property subject thereto.

Real Property. Except for Permitted Encumbrances, the Company and its Subsidiaries have good and marketable title interests to all real property owned by them (“Owned Real Property”) or used in the conduct of their respective businesses as currently conducted (“Leased Real Property”) or reflected in the Interim Financial Statement, free and clear of all Encumbrances. The buildings and other structures located on the Owned Real Property are in operational condition, consistent with the age and prior use of such buildings and structures, and are supplied with utilities and other services necessary for the operation of the business as currently conducted at such facilities. Except as set forth on Schedules 2.1(a) and 8.1, with respect to the Owned Facilities: (a) RII Sub shall receive good and marketable title by general warranty deed for the Owned Facilities in proper form for recording in the State of North Carolina; (b) The Owned Facilities shall be free and clear of any Security InterestCompany Disclosure Schedule, easement, covenantthere are no persons in possession of, or other restrictionhaving a right to possession of, except for installments of special assessments not yet delinquent and recorded easements, covenants, matters shown by the Survey attached as Schedule 8.2 and other restrictions which do not impair the current use or occupancy, or the marketability of title, of the property subject thereto; (c) There shall not be pending or threatened condemnation proceedings, lawsuits, or administrative actions of any type relating to the Owned Facilities, or other matters affecting adversely the current use, or occupancy thereof, including unpaid tap fees, contemplated special assessments or zoning changes; (d) The legal description for the Owned Facilities contained in the deed therefor shall describe the real property forming a part of the Owned Facilities fully Real Property other than the Company or its Subsidiary, as the case may be; and adequatelythe Company is not a party to any contract, agreement or commitment to sell, convey, assign, transfer, provide rights of first refusal or other similar rights or otherwise dispose of any portion of the Owned Real Property. The building owners of fee simple title to the Owned Real Property are set forth in the Company Disclosure Schedule. Neither the Company nor any Subsidiary has received any notice of any special Tax, levy or assessment for benefits or betterments that affects the Owned Real Property, and improvements no such special Taxes, levies or assessments are in existence, pending or, to the Knowledge of the Company, contemplated. There is no structural defect or deficiency in the condition of the Owned Real Property, or any portion thereof, that would materially adversely impair the use, occupancy or operation of the Owned Real Property. No materials have been furnished to the Owned Real Property or any portion thereof the cost of which has not been fully paid or accrued, which might give rise to the filing of a mechanic’s, materialman’s or other Liens against such property or any portion thereof. All buildings and structures located on the Owned Real Property are located completely within the boundary lines of the described parcel of land (1) shall not be in violation of applicable setback requirements, zoning lawsOwned Real Property, and ordinancesno buildings, (2) shall not structures or other improvements or appurtenances thereto owned by others encroach on any easement which may burden onto or under the land, and described parcel of land not serve any adjoining property for any purpose inconsistent with the use of the land, and (3) shall not be located within any flood plain or be included in any wetlands or be subject to any similar type restriction for which any permits or licenses necessary to the use thereof shall have not been obtained; and (e) Owned Real Property. The Owned Facilities shall abut Real Property abuts on and have has adequate direct vehicular access to a public roadroad and there is no pending or, to the Knowledge of the Company, threatened, termination of such access. The Company Disclosure Schedule sets forth a list of all leases, subleases, licenses or similar agreements to which the Company or any Subsidiary is a party, which are for the use or occupancy of real estate owned by a third party and are used in the operation of the business of the Company or Subsidiary (the “Real Property Leases”) (accurate copies of which have previously been furnished to Purchaser), in each case, setting forth: (i) the lessor and lessee thereof and the commencement date, term and renewal rights under each of the Real Property Leases; (ii) the street address or legal description of each property covered thereby; and (iii) a brief description (including approximate size and function) of the principal improvements and buildings thereon. Each Real Property Lease is legal, valid, binding, enforceable and in full force and effect against the Company or its Subsidiary, as the case may be, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors rights and remedies generally and equitable principles. With respect to each parcel of Leased Real Property: (i) all improvements, buildings and systems on any such parcel are in operational condition, consistent with the age and prior use of such buildings and structures, and are supplied with utilities and other services necessary for the operation of the business as currently conducted at such facilities; (ii) neither the Company nor any Subsidiary has received any notice of any special Tax, levy or assessment for benefits or betterments that affect any such parcel and, to the Knowledge of the Company, no such special Taxes, levies or assessments are pending or contemplated; and (iii) each such parcel abuts on and has adequate direct access to an operational railroad spur, or have vehicular access to a public road via a permanentand there is no pending or, irrevocableto the Knowledge of the Company, appurtenant easement benefitting threatened termination of such access. None of the Owned FacilitiesPermitted Encumbrances substantially interferes with the conduct of the business as currently conducted by the Company or any Subsidiary.

Real Property. (a) Schedule 3.11(a) includes a true and complete list of all Business Real Property. One or more of the Purchased Business Companies has or will at Closing have good and marketable title to the Owned Real Property and valid leasehold interests in the Leased Real Property subject only to Permitted Encumbrances. There are no Actions affecting any of the Business Real Property pending or, to Sellers’ knowledge, threatened which would reasonably be expected to impair the value or interfere with the present use of the Business Real Property. To the knowledge of Sellers, no material parcel of Business Real Property is subject to any governmental decree or is being condemned, expropriated or otherwise taken by any public authority, with or without payment of compensation therefor, and no such condemnation, expropriation or taking has been proposed. (b) Except as set forth on Schedules 2.1(a) and 8.1Schedule 3.11(b), with respect to all improvements on the Owned Facilities: (a) RII Sub shall receive good Real Properties and marketable title by general warranty deed for the Owned Facilities in proper form for recording in the State of North Carolina; (b) The Owned Facilities shall be free operations therein conducted conform to all applicable health, fire, safety, zoning and clear of any Security Interestbuilding laws, easement, covenant, or other restrictionordinances and administrative regulations, except for installments of special assessments not yet delinquent and recorded easements, covenants, matters shown by the Survey attached as Schedule 8.2 and other restrictions possible nonconforming uses or violations which do not impair and will not interfere with the current use present use, operation or occupancy, or the marketability of title, maintenance thereof by any of the property subject Business Companies as now used, operated or maintained or access thereto;. The operating condition and state of repair of all buildings, structures, improvements and fixtures on the Owned Real Properties are sufficient to permit the use and operation of all such buildings, structures, improvements and fixtures as now used or operated. (c) There shall not be pending or threatened condemnation proceedingsExcept as set forth on Schedule 3.11(c), lawsuitsthe buildings, or administrative actions of any type relating to driveways and all other structures and improvements upon the Owned Facilities, or other matters affecting adversely the current use, or occupancy thereof, including unpaid tap fees, contemplated special assessments or zoning changes; (d) The legal description for the Owned Facilities contained in the deed therefor shall describe the real property forming a part of the Owned Facilities fully and adequately. The building and improvements located Real Properties are all within the boundary lines of such Owned Real Property or have the described parcel benefit of land (1) shall not be in violation of applicable setback requirements, zoning lawsvalid easements, and ordinancesthere are no encroachments thereon that would affect the use thereof. (d) Except as set forth on Schedule 3.11(d), (2) shall not encroach on any easement which may burden all public utilities required for the operation of such properties either enter such properties through adjoining public streets or, if they pass through adjoining private land, and described parcel of land not serve any adjoining property for any purpose inconsistent do so in accordance with valid public or private easements which inure to the use benefit of the land, Business Companies. Each Owned Real Property has unrestricted access to and (3) shall not be located within any flood plain or be included in any wetlands or be subject to any similar type restriction for which any permits or licenses necessary to the use thereof shall have not been obtained; andfrom public roads and streets. (e) The Owned Facilities shall abut Each of the leases relating to the Leased Real Property is valid and have direct vehicular access binding on one of the Business Companies and, to a public roadthe knowledge of Sellers, direct access to an operational railroad spurthe counterparties thereto and is in full force and effect. There are no Actions affecting any of the Leased Real Property pending, or have vehicular access to a public road via a permanentSellers’ knowledge, irrevocablethreatened in writing which would reasonably be expected to impair the value or interfere with the present use of the Leased Real Property. To Sellers’ knowledge, appurtenant easement benefitting no Business Company has received notice of any event of default under any of the Owned FacilitiesLeases and no event of default exists under any of the Leases with respect to any counterparty under the Leases. No Business Company has any contingent liability in respect of any leasehold property other than the Leased Real Property. No Leased Real Property is subject to any sublease, license or other agreement granting to any Person any right to the use, occupancy or enjoyment of such Leased Real Property or any portion thereof, except where such sublease, license or other agreement would not adversely affect the use, occupancy or enjoyment of such Leased Real Property as it is currently being used, occupied or enjoyed by the Business.

Real Property. Except as set forth on Schedules 2.1(a) and 8.1, with respect to the Owned Facilities: (a) RII Sub shall receive good The real property described on Schedule 3.17 constitutes all the real property owned by the Company (the “Real Property”). Other than the Real Property, the Company does not own, lease, sublease, license, occupy or use any real property. The Real Property constitutes all the real property necessary to conduct the Company’s business as currently conducted and marketable title as currently proposed by general warranty deed for the Owned Facilities in proper form for recording in Company to be conducted. The Company has provided the State REIT with true and complete copies of North Carolina;all of the leases and subleases (including any exhibits, addendums, amendments or modifications related thereto) relating to the Real Property (collectively, the “Leases”). (b) The Owned Facilities shall be free and clear of any Security Interest, easement, covenant, or other restriction, except for installments of special assessments not yet delinquent and recorded easements, covenants, matters shown by With respect to the Survey attached as Schedule 8.2 Real Property: (i) all rents and other restrictions which do amounts due under the Leases have been paid in full on or before the date when due and payable, and no security deposit has been applied in connection with a breach or default that has not impair the current use or occupancy, or the marketability of title, of the property subject theretobeen replaced in full; (cii) There shall not be no claim has been asserted against the Company adverse to its rights in the Real Property; (iii) there are no Liens encumbering the Real Property other than Permitted Liens; (iv) all facilities, buildings, improvements and fixtures on the Real Property are in good condition and repair, subject to normal wear and tear, and are suitable for the continued operation of the Company’s business as currently conducted; (v) to the Knowledge of the Company Stockholder, there are no pending or threatened condemnation proceedings, lawsuits, lawsuits or administrative actions of any type relating to the Owned Facilities, Real Property or other matters affecting adversely the current use, use or occupancy thereof, including unpaid tap fees, contemplated special assessments or zoning changes; (dvi) The legal description to the Knowledge of the Company Stockholder, the Real Property (A) is in compliance in all material respects with all applicable Laws relating to occupancy and operation thereof and there are no violations of Law related to the Real Property, (B) has received all material approvals of Governmental Authorities (including Permits) required in connection with the occupancy and operation thereof and (C) has been operated and maintained in all material respects in accordance with applicable Law; (vii) all facilities located on the Real Property are supplied with utilities and other services necessary for the Owned Facilities contained operation of such facilities by the tenant, including gas, electricity, water, telephone, sanitary sewer and storm sewer, all of which services are reasonably adequate in quality and quantity for the operation of the tenant’s business as currently conducted; (viii) except as set forth on Schedule 3.17, the Company has not granted a mortgage or security interest in the deed therefor shall describe Real Property and/or the real property forming a part of the Owned Facilities fully and adequately. The building and improvements located within the boundary lines of the described parcel of land (1) shall not be in violation of applicable setback requirements, zoning laws, and ordinances, (2) shall not encroach on any easement which may burden the land, and described parcel of land not serve any adjoining property for any purpose inconsistent with the use of the land, and (3) shall not be located within any flood plain or be included in any wetlands or be subject to any similar type restriction for which any permits or licenses necessary to the use thereof shall have not been obtainedLeases; and (eix) The Owned Facilities shall abut the Company does not owe, and have direct vehicular access to a public roadwill not owe in connection with the transactions contemplated under this Agreement, direct access to an operational railroad spur, or have vehicular access to a public road via a permanent, irrevocable, appurtenant easement benefitting any broker’s fees and/or commissions in connection with the Owned FacilitiesReal Property and/or the Leases.

Real Property. Except The Company does not own any real property. Schedule 2.16 sets forth a brief description of all real properties which are leased to or used by the Company (such premises being referred to herein as set forth on Schedules 2.1(athe “Property”), including all material structures located thereon (the “Structures”) and 8.1all related leases and occupancy agreements to which the Company is a party (“Leases”), with respect to the Owned Facilities: copies of which are attached hereto and included as part of Schedule 2.16; and (a) RII Sub shall receive good the Leases are in full force and marketable title effect, and all amounts currently payable by general warranty deed for the Owned Facilities in proper form for recording in the State of North Carolina; Company thereunder have been paid; (b) The Owned Facilities shall be free to each Seller’s and clear the Company’s knowledge, all uses of Property by the Company conform, in all material respects, to all applicable building, fire and zoning ordinances, laws, codes and regulations (including, without limitation, the Americans’ with Disabilities Act) and, to all terms of any Security Interest, easement, covenant, or other restriction, except for installments of special assessments not yet delinquent and recorded easements, covenants, matters shown by the Survey attached as Schedule 8.2 and other restrictions which do not impair the current use or occupancy, or the marketability of title, of the property subject thereto; applicable Leases; (c) There shall not be pending or threatened condemnation proceedingsexcept as otherwise described in Schedule 2.16, lawsuits, or administrative actions to each Seller’s and the Company’s knowledge all of the Property and Structures are in usable and operating condition without the necessity of any type relating to the Owned Facilitiesmajor repairs, or other matters affecting adversely the current use, or occupancy thereof, including unpaid tap fees, contemplated special assessments or zoning changes; and can currently be used for their intended purposes; (d) The legal description the Company has not received any notice of, and has no knowledge that, any Property or Structure is or will be affected by any special assessments, condemnation, eminent domain, off-site improvements to be constructed, change in grade of public streets or similar proceedings; (e) no person other than the Company is in possession of any of the Property; (f) there exists dedicated access to all of the Property and Structures sufficient for the Owned Facilities contained Company’s present use; and (g) to each Seller’s and the Company’s knowledge, the heating, cooling, electrical, plumbing systems and machinery at all of the Property and Structures are in good working condition. Notwithstanding the deed therefor shall describe preceding, Purchaser, by executing this Agreement understands and acknowledges that the real property forming a Company is only one tenant in each of the Structures which are multi-tenant buildings occupied by other tenants, and consequently, neither the Company nor any of the Sellers has any material knowledge about the other parts of the Structures occupied by other tenants and neither the Company nor any of the Sellers receives any notices that are sent to the owners of the Structures and thus cannot make, and do not make, any representations pertaining to the foregoing matters in so far as they relate to that part of the Owned Facilities fully and adequately. The building and improvements located within Structures not occupied by the boundary lines Company or the common areas of the described parcel of land (1) shall not be in violation of applicable setback requirements, zoning laws, and ordinances, (2) shall not encroach on any easement which may burden the land, and described parcel of land not serve any adjoining property for any purpose inconsistent with the use of the land, and (3) shall not be located within any flood plain or be included in any wetlands or be subject to any similar type restriction for which any permits or licenses necessary to the use thereof shall have not been obtained; and (e) The Owned Facilities shall abut and have direct vehicular access to a public road, direct access to an operational railroad spur, or have vehicular access to a public road via a permanent, irrevocable, appurtenant easement benefitting the Owned Facilitiessuch Structures.

Real Property. Except as set forth on Schedules 2.1(a) and 8.1, with respect to the Owned Facilities: (a) RII Sub shall receive good and marketable title by general warranty deed for the Owned Facilities in proper form for recording in the State of North Carolina; (bi) The Owned Facilities shall be Company or a Subsidiary thereof has good, marketable and insurable fee simple title or leasehold title (as applicable) to each of the Properties, in each case, free and clear of all Liens, except such as do not, individually or in the aggregate, materially affect the value of such Property and do not materially interfere with the use made and proposed to be made of such Property by the Company or its Subsidiaries; (ii) neither the Company nor any Security Interestof its Subsidiaries owns any real property other than the Properties; (iii) each of the Properties is supplied with utilities and other services sufficient for their continued operation as they are now being operated, easementand are, covenantto the Knowledge of the Company, in working order sufficient for their normal operation in the manner currently being operated and without any material structural defects other than as may be disclosed in any physical condition reports that have been made available to the Purchaser prior to the date hereof; (iv) to the Knowledge of the Company, each of the Properties has sufficient access to and from publicly dedicated streets for its current use and operation, without any constraints that materially interfere with the normal use, occupancy and operation thereof; (v) each of the ground leases and subleases of real property, if any, material to the business of the Company and its Subsidiaries, and under which the Company and its Subsidiaries hold properties described in the SEC Documents, is in full force and effect, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property by the Company and its Subsidiaries, and neither the Company nor any of its Subsidiaries has any notice of any material claim of any sort that has been asserted by any ground lessor or sublessor under a ground lease or sublease threatening the rights of the Company or its Subsidiaries to the continued possession of the leased or subleased premises under any such ground lease or sublease; (vi) all Liens on any of the Properties and the assets of the Company or its Subsidiaries that are required to be disclosed in the SEC Documents are disclosed therein; (vii) there are no unexpired option to purchase agreements, rights of first refusal or first offer or any other rights to purchase or otherwise acquire any Property or any portion thereof that would materially affect the Company’s, or other restrictionany Subsidiary’s, ownership, ground lease or right to use a Property subject to a lease; (viii) each of the Properties complies with all applicable codes, laws and regulations (including, without limitation, building and zoning codes, laws and regulations and laws relating to access to the Properties), except for installments such failures to comply that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect; and (ix) the Company does not have Knowledge of special assessments not yet delinquent and recorded easements, covenants, matters shown by the Survey attached as Schedule 8.2 and other restrictions which do not impair the current use or occupancy, or the marketability of title, of the property subject thereto; (c) There shall not be any pending or threatened condemnation proceedings, lawsuits, zoning change or administrative actions other proceeding or action that would materially affect the use or value of any type relating to the Owned Facilities, or other matters affecting adversely the current use, or occupancy thereof, including unpaid tap fees, contemplated special assessments or zoning changes; (d) The legal description for the Owned Facilities contained in the deed therefor shall describe the real property forming a part of the Owned Facilities fully and adequately. The building and improvements located within the boundary lines of the described parcel of land (1) shall not be in violation of applicable setback requirements, zoning laws, and ordinances, (2) shall not encroach on any easement which may burden the land, and described parcel of land not serve any adjoining property for any purpose inconsistent with the use of the land, and (3) shall not be located within any flood plain or be included in any wetlands or be subject to any similar type restriction for which any permits or licenses necessary to the use thereof shall have not been obtained; and (e) The Owned Facilities shall abut and have direct vehicular access to a public road, direct access to an operational railroad spur, or have vehicular access to a public road via a permanent, irrevocable, appurtenant easement benefitting the Owned FacilitiesProperties.

Real Property. Except (a) With respect to all of the real property owned by the Company or its Subsidiaries (the “Owned Real Property”) (i) the Company or one of its Subsidiaries, as set forth on Schedules 2.1(a) applicable, has good, marketable and 8.1, with respect insurable title to the Owned Facilities: (a) RII Sub shall receive good and marketable title by general warranty deed for the Owned Facilities in proper form for recording in the State of North Carolina; (b) The Owned Facilities shall be Real Property, free and clear of any Security InterestEncumbrance, easement, covenantand (ii) no other Person has any ownership right in any Owned Real Property or the right to use or occupy any portion of the Owned Real Property and (iii) there are no outstanding options or rights of first refusal to purchase the Owned Real Property, or any portion thereof or interest therein, in each case except as would not be reasonably expected to, individually or in the aggregate, have a Material Adverse Effect. (b) Except as would not be reasonably expected to, individually or in the aggregate, have a Material Adverse Effect, (i) the material improvements on each parcel of Owned Real Property have legal and valid access to public streets and such sewer, water, gas, electric, telephone and other restrictionutilities as are necessary to allow the business of the Company and each of the Subsidiaries operated thereon to be operated in all material respects in the ordinary course of business and (ii) the major structural elements of the improvements comprising the Owned Real Property, including mechanical, electrical, heating, ventilation, air conditioning or plumbing systems, telecommunications, sanitary and storm sewage lines and systems, elevators or parking elements, are in sufficiently good condition (except for installments ordinary wear and tear) to allow the business to be operated in all material respects in the ordinary course of special assessments not yet delinquent and recorded easements, covenants, matters shown by the Survey attached as Schedule 8.2 and other restrictions which do not impair the current use or occupancy, or the marketability of title, of the property subject thereto;business. (c) There shall not be pending With respect to the real property leased or threatened condemnation proceedingssubleased to the Company or its Subsidiaries (the “Leased Real Property”), lawsuitsand together with the Owned Real property, the “Real Property”), the lease, sublease or other agreement for such property is valid, legally binding, enforceable and in full force and effect, and none of the Company or any of its Subsidiaries is in breach of or default under such lease, sublease or other agreement, and no event has occurred which, with notice, lapse of time or both, would constitute a breach or default by any of the Company or its Subsidiaries or permit termination, modification or acceleration by any third party thereunder, or administrative actions prevent or materially delay the consummation of the Transactions, and no consent of any type relating party is necessary for the lessee to legally occupy each Leased Real Property from and after the Owned FacilitiesClosing except in each case, for such invalidity, failure to be binding, unenforceability, ineffectiveness, breaches, defaults, terminations, modifications, accelerations or repudiations that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company has provided to Parent true and complete summaries of all leases, subleases or other matters affecting adversely agreements effecting the current use, or occupancy thereof, including unpaid tap fees, contemplated special assessments or zoning changes;Leased Real Property and has provided true and complete copies of the leases set forth on Section 6.1.12(c) of the Company Disclosure Schedule. (d) The legal description for the Owned Facilities contained in the deed therefor shall describe the real property forming a part Section 6.1.12(d) of the Company Disclosure Schedule contains a true and complete list of all Owned Facilities fully Real Property and adequately. The building and improvements located within the boundary lines sets forth (i) a description of the described principal functions conducted at each parcel of land Owned Real Property and (1ii) shall not be in violation of applicable setback requirements, zoning laws, a correct street address and ordinances, (2) shall not encroach on any easement which may burden the land, and described such other information as is reasonably necessary to identify each parcel of land not serve any adjoining property for any purpose inconsistent with the use Owned Real Property. Section 6.1.12(d) of the land, Company Disclosure Schedule contains a true and (3) shall not be located within any flood plain or be included in any wetlands or be subject to any similar type restriction for which any permits or licenses necessary to the use thereof shall have not been obtained; andcomplete list of all Leased Real Property by address. (e) The Owned Facilities shall abut and have direct vehicular access to a public roadReal Property constitutes all of the real property owned, direct access to an operational railroad spurleased or occupied in connection with the business operated by the Company. To the Knowledge of the Company, there is no pending or have vehicular access to a public road via a permanent, irrevocable, appurtenant easement benefitting threatened condemnation proceeding affecting any Real Property that would prevent or materially delay the Owned Facilitiesconsummation of the Transactions.

Real Property. (a) Schedule 3.10(a) identifies the street address and owner of record of each Owned Real Property. With respect to each Owned Real Property: (i) the applicable Company Entity has good and marketable indefeasible fee simple title to such Owned Real Property, free and clear of all Liens, except Permitted Liens; (ii) except as set forth on Schedule 3.10(a)(ii), the applicable Company Entity has not leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof; (iii) other than the right of Buyer pursuant to this Agreement, there are no outstanding options, rights of first offer or rights of first refusal to purchase such Owned Real Property or any portion thereof or interest therein; (iv) the applicable Company Entity is not a party to any agreement or option to purchase any real property or interest therein; (v) all buildings, structures, improvements, fixtures, building systems and equipment, and all components thereof, included in the Owned Real Property are in good condition and repair, reasonable wear and tear excepted, and sufficient for the operation of the Business; (vi) there is no condemnation, expropriation or other proceeding in eminent domain pending or, to the applicable Company Entity’s Knowledge, threatened, affecting the Owned Real Property or any portion thereof or interest therein; (vii) the Owned Real Property is not located in an area designated by the Federal Emergency Management Agency as having special flood hazards; (viii) all of the utilities for the Owned Real Property are current and not in arrears; (ix) each parcel of Owned Real Property, and the applicable Company Entity’s ownership, use, and possession thereof, are in compliance in all material respects with all Applicable Laws; (x) except as set forth on Schedule 3.10(a)(x) to the applicable Company Entity’s Knowledge, there are no unrecorded mechanics’, workmens’, repairmen’s, warehousemen’s, carriers’, or other like Liens affecting the Owned Real Property; and (xi) no Company Entity is a party to any, and, to the Knowledge of each Company Entity, there are no, unrecorded easements, declarations, covenants, conditions, restrictions, and rights of way affecting the Owned Real Property. (b) Schedule 3.10(b) identifies (i) the street address, landlord, and tenant of each parcel of Leased Real Property, and (ii) the identification of the lease, license, sublease or other occupancy agreements and all amendments, modifications, supplements, and assignments thereto, with respect to each parcel of Leased Real Property (collectively, the “Leases”), and the identification of all subleases, overleases, occupancy agreements and other ancillary agreements or material documents pertaining to each Company Entity’s tenancy at each such parcel of Leased Real Property, including, without limitation, all memoranda of lease, consents, commencement date letters, letters of extensions, subordination, non-disturbance and attornment agreements, or correspondence that materially affect or may materially affect the tenancy at any Leased Real Property (collectively the “Ancillary Lease Documents”). (c) The Material Leases and the Ancillary Lease Documents are valid, binding, enforceable, subject to applicable bankruptcy, insolvency, reorganization, receivership, moratorium, arrangement or assignment for the benefit of creditors, or similar state or federal laws and judicially developed doctrines relevant to any such laws, affecting the rights and remedies of creditors generally, and general principles of equity and in full force and effect and have not been modified or amended except as disclosed on Schedule 3.10(c). The Leases and the Ancillary Lease Documents constitute all of and the only agreements under which the Company Entities hold leasehold, subleasehold, license, or other occupancy interests or rights in any real property. The Company Entities have made available to the Buyer full, complete and accurate copies of each of the Leases and all Ancillary Lease Documents described in Schedule 3.10(b), as well as any and all exhibits, addenda, riders, estoppel certificates and other documents constituting a part of or relating to the Leases. (d) With respect to each of the Material Leases identified on Schedule 3.10(b), except as set forth on Schedule 3.10(d): (1) the Material Leases and all Ancillary Lease Documents are legal, valid, binding, enforceable and in full force and effect; (2) the Material Leases and all Ancillary Lease Documents are free and clear of all Liens (other than Permitted Liens); (3) neither the Company Entities, nor, to the Knowledge of the Company Entities, any other party to any Material Leases or Ancillary Lease Documents are in material breach or default, and, no event has occurred which, with notice or lapse of time, would constitute such a material breach or default or permit termination, modification or acceleration under the Material Leases or any Ancillary Lease Documents; (4) the rent set forth in each Material Lease of the Leased Real Property is the actual rent being paid, and there are no separate agreements or understandings with respect to the same; (5) the applicable Company Entity’s possession and quiet enjoyment of the Leased Real Property under such Material Lease has not been disturbed; (6) there are no material disputes with respect thereto; (7) except as set forth in any amendment, modification, or supplement identified in Schedule 3.10(b), the Company Entities have not exercised or given any notice of exercise, nor has any Company Entity received from any lessor or landlord exercised or received any notice of exercise, of any option, right of first offer or right of first refusal contained in any such Material Lease or Ancillary Lease Document, including any such option or right pertaining to purchase, expansion, renewal, extension or relocation; and (8) the transactions contemplated by this Agreement (i) do not require any consent of or notice to the landlord under each Material Lease or any other Person, except as set forth on Schedule 3.10(d) and (ii) will not cause a breach or default under the terms of any of the Leases. (e) During the past three (3) years, no Company Entity has received written notice from any insurance company that such insurance company will require any material alteration to any Leased Real Property for continuance of a policy insuring such property or the maintenance of any rate with respect thereto (other than any notice of alteration that has been completed), to the extent that such alteration is the responsibility of any such Company Entity. (f) No security deposit or portion thereof deposited with respect to any of the Material Leases has been applied in respect of a breach or default under such Material Lease which has not been redeposited in full. (g) Except as set forth on Schedules 2.1(aSchedule 3.10(h), all rent and other charges currently due and payable under the Material Leases have been paid. (h) and 8.1Except as set forth on Schedule 3.10(i), to each applicable Company Entity’s Knowledge: (i) there are no material defects in the physical or structural condition of the premises leased under the Material Leases; (ii) there are no material items of maintenance or repair with respect to which such Company Entity is responsible under any Material Lease; (iii) the Owned Facilities:applicable Company Entity’s occupancy, use and operation of the Leased Real Property pertaining to a Material Lease, complies in all material respects with all Applicable Laws; and (iv) such Company Entity has not received written notice of any pending or, threatened, or existing appropriation, condemnation, eminent domain or like proceedings relating to the Leased Real Property. (ai) RII Sub shall receive good and marketable title During the preceding three (3) years, none of the Leased Real Property has suffered any material damage by general warranty deed for the Owned Facilities in proper form for recording in the State of North Carolina; (b) The Owned Facilities shall be free and clear of any Security Interest, easement, covenant, fire or other restrictioncasualty which has not heretofore been repaired and restored in all material respects, except for installments of special assessments damage that would not yet delinquent and recorded easementsindividually or in the aggregate, covenants, matters shown by the Survey attached as Schedule 8.2 and other restrictions which do not materially impair the current conduct of the Business of the applicable Company Entity. (j) Except as set forth on Schedule 3.10(j), no Company Entity owes, or will owe in the future, any brokerage commissions or finder’s fees with respect to any Lease. (k) Except as set forth on Schedule 3.10(k), no Company Entity has leased, licensed, or otherwise granted to any Person, the right to use or occupancyoccupy the Leased Real Property pertaining to a Material Lease, or the marketability of titleany portion thereof, of the property subject thereto; (c) There shall not be pending or threatened condemnation proceedingsor, lawsuitssubleased, assigned, collaterally assigned, mortgaged, deeded in trust, or administrative actions of otherwise transferred or encumbered any type Material Lease or interest therein relating to the Owned Facilities, Leased Real Property. No Company Entity has entered into any other contract for the assignment or other matters affecting adversely the current use, or occupancy thereof, including unpaid tap fees, contemplated special assessments or zoning changes; (d) The legal description for the Owned Facilities contained in the deed therefor shall describe the real property forming a part transfer of the Owned Facilities fully and adequately. The building and improvements located within the boundary lines of the described parcel of land (1) shall not be in violation of applicable setback requirements, zoning laws, and ordinances, (2) shall not encroach on any easement which may burden the land, and described parcel of land not serve any adjoining property for any purpose inconsistent with the use of the land, and (3) shall not be located within any flood plain or be included in any wetlands or be subject to any similar type restriction for which any permits or licenses necessary to the use thereof shall have not been obtained; and (e) The Owned Facilities shall abut and have direct vehicular access to a public road, direct access to an operational railroad spur, or have vehicular access to a public road via a permanent, irrevocable, appurtenant easement benefitting the Owned FacilitiesLeased Real Property.

Real Property. (a) All material real property owned by the Company or any of its Subsidiaries (collectively, the “Owned Real Property”) is disclosed in Section 4.17(a) of the Company Disclosure Letter. (b) All material real property leased, subleased, licensed or otherwise occupied (whether as a tenant, subtenant or pursuant to other occupancy arrangements) by the Company or any of its Subsidiaries (collectively, including the improvements thereon, the “Leased Real Property”) is disclosed in Section 4.17(b) of the Company Disclosure Letter. (c) Except as set forth on Schedules 2.1(awould not have, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company and/or its Subsidiaries have good fee simple title to all Owned Real Property and valid leasehold, subleasehold or license interests in all Leased Real Property free and clear of all Liens, except Permitted Liens. (d) Except as would not have, and 8.1would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries has received any written communication from, or given any written communication to, any other party to a lease for the Leased Real Property to which the Company or a Subsidiary is a party, alleging that the Company or any of its Subsidiaries or such other party, as the case may be, is in default under such lease. All of the leases with respect to the Owned Facilities: Leased Real Property are (ai) RII Sub shall receive good valid, binding on and marketable title by general warranty deed for enforceable against the Owned Facilities in proper form for recording in Company or its Subsidiary party thereto and, to the State Knowledge of North Carolina; (b) The Owned Facilities shall be free and clear the Company, each of any Security Interestthe parties thereto, easementsubject to applicable bankruptcy, covenantinsolvency, reorganization, moratorium or other restrictionsimilar Laws, except for installments now or hereafter in effect, relating to creditors’ rights and remedies generally and the remedies of special assessments not yet delinquent specific performance and recorded easements, covenants, matters shown by the Survey attached as Schedule 8.2 injunctive and other restrictions which do not impair forms of equitable relief may be subject to equitable defenses and to the current use or occupancy, or the marketability of title, discretion of the property subject thereto; (c) There shall not court before which any proceeding therefor may be pending or threatened condemnation proceedings, lawsuits, or administrative actions of any type relating to the Owned Facilities, or other matters affecting adversely the current use, or occupancy thereof, including unpaid tap fees, contemplated special assessments or zoning changes; (d) The legal description for the Owned Facilities contained in the deed therefor shall describe the real property forming a part of the Owned Facilities fully and adequately. The building and improvements located within the boundary lines of the described parcel of land (1) shall not be in violation of applicable setback requirements, zoning laws, and ordinances, (2) shall not encroach on any easement which may burden the land, and described parcel of land not serve any adjoining property for any purpose inconsistent with the use of the landbrought, and (3ii) shall not be located within any flood plain or be included are in any wetlands or be subject to any similar type restriction for which any permits or licenses necessary to the use thereof shall full force and effect, have not been obtained; and (e) The Owned Facilities shall abut modified, amended or supplemented, in writing or otherwise, and all material rents, additional rents and other amounts due to date pursuant to each such lease have direct vehicular access to been paid, except, in each case, as would not have, individually or in the aggregate, a public road, direct access to an operational railroad spur, or have vehicular access to a public road via a permanent, irrevocable, appurtenant easement benefitting the Owned FacilitiesCompany Material Adverse Effect.

Real Property. (a) Schedule 3.18 sets forth a correct and complete list of all real property owned, leased, occupied or used by the Company (collectively, the "Real Property") and indicates whether such property is owned or leased by the Company. (b) Schedule 3.18 sets forth a correct and complete list of (i) all leases, subleases and other material agreements or rights pursuant to which any Person has the right to occupy or use any Real Property owned by the Company and (ii) all leases, subleases and other material agreements or rights pursuant to which the Company has the right to occupy or use any Real Property owned by others. (c) Except as set forth on Schedules 2.1(a) and 8.1Schedule 3.18, with respect to the Owned Facilities: (a) RII Sub shall receive Company has good and marketable and fee simple title to all Real Property purported to be owned by general warranty deed for the Owned Facilities it and good leasehold title to all Real Property purported to be leased by it, in proper form for recording in the State of North Carolina; (b) The Owned Facilities shall be each case free and clear of any Security Interest, easement, covenant, or other restriction, except for installments of special assessments not yet delinquent and recorded easements, covenants, matters shown by the Survey attached as Schedule 8.2 and other restrictions which do not impair the current use or occupancy, or the marketability of title, of the property subject thereto; (c) There shall not be pending or threatened condemnation proceedings, lawsuits, or administrative actions of any type relating to the Owned Facilities, or other matters affecting adversely the current use, or occupancy thereof, including unpaid tap fees, contemplated special assessments or zoning changes;Liens. (d) The legal description All buildings and other improvements located on the Real Property (including without limitation all water, sewer, gas, electrical and HVAC systems servicing the same) are in good repair and operating condition and are suitable for the Owned Facilities contained in the deed therefor shall describe the real property forming a part of the Owned Facilities fully and adequatelypurposes for which they are used. The building Real Property constitutes all real property, buildings and other improvements necessary for the Company to conduct its business as currently conducted and as currently planned to be conducted. (e) All buildings and other improvements located within on the boundary lines of the described parcel of land (1) shall not be in violation of applicable setback requirements, zoning lawsReal Property, and ordinances, (2) shall not encroach on any easement which may burden the land, and described parcel of land not serve any adjoining property for any purpose inconsistent with the use of the landReal Property by the Company and all Persons claiming under it, comply with all Governmental Rules relating to zoning and land use and with all easements, covenants and other restrictions applicable to the Real Property, except where such non-compliance would, individually or in the aggregate, have a Material Adverse Effect. (f) The Real Property: (i) is adequately serviced by all utilities necessary for the Company to conduct its business as currently conducted and as currently planned to be conducted thereon; (ii) has adequate means of ingress and egress, either directly or by means of perpetual easements or rights-of-way which run with the Real Property; (iii) has adequate parking that is sufficient to meet the needs of the Company's employees and business invitees and to comply with applicable Laws; and (3iv) shall is not be located in whole or in part within an area identified as a flood hazard area by any flood plain or be included in any wetlands or be subject to any similar type restriction for which any permits or licenses necessary to the use thereof shall have not been obtained; and (e) The Owned Facilities shall abut and have direct vehicular access to a public road, direct access to an operational railroad spur, or have vehicular access to a public road via a permanent, irrevocable, appurtenant easement benefitting the Owned FacilitiesGovernmental Authority.

Real Property. (a) Except as set forth on Schedules 2.1(aSchedule 2.10(a) and 8.1the Company does not currently possess, with respect nor has ever possessed, an ownership or leasehold interest in, or otherwise occupied, any real property. The Company is not a party to the Owned Facilities: (a) RII Sub shall receive good and marketable title by general warranty deed for the Owned Facilities in proper form for recording in the State of North Carolina;any agreement or option to purchase any real property or any interest therein. (b) The Owned Facilities shall be free and clear Schedule 2.10(b) describes all of the real property that is currently used in the conduct of any Security InterestCompany’s businesses (the “Leased Real Property”). The Company has a valid and existing leasehold interest in the Leased Real Property pursuant to a written lease, easement, covenant, or other restriction, except for installments a true and complete copy of special assessments not yet delinquent and recorded easements, covenants, matters shown by the Survey attached as Schedule 8.2 and other restrictions which do not impair the current use or occupancy, or the marketability of title, of the property subject thereto;has been previously delivered to Buyer. (c) There shall Except as set forth on Schedule 2.10(c) the Company is the sole occupant and user of the Leased Real Property. The Company has not be pending leased, sub-leased, licensed or threatened condemnation proceedings, lawsuits, otherwise granted any Person the right to use or administrative actions of occupy the Leased Real Property or any type relating to the Owned Facilities, or other matters affecting adversely the current use, or occupancy portion thereof, including unpaid tap feesexcept as described on Schedule 2.10(c). The Company has not collaterally assigned or granted any Encumbrance in the underlying lease for the Leased Real Property, contemplated special assessments or zoning changes;except as described on Schedule 2.10(c). (d) The legal description All buildings, structures, fixtures, building systems, and components thereof on or serving the Leased Real Property (the “Improvements”) are in good operating condition and repair and sufficient for the Owned Facilities contained operation of the Company’s businesses. There are no structural deficiencies or latent defects affecting any of the Improvements and there are no facts or conditions affecting any of the Improvements which would, individually or in the deed therefor shall describe aggregate, prevent the real property forming a part use or the occupancy of the Owned Facilities fully and adequately. The building and improvements located within Improvements or in the boundary lines operation of the described parcel of land (1) shall not be in violation of applicable setback requirements, zoning laws, and ordinances, (2) shall not encroach on any easement which may burden the land, and described parcel of land not serve any adjoining property for any purpose inconsistent with the use of the land, and (3) shall not be located within any flood plain or be included in any wetlands or be subject to any similar type restriction for which any permits or licenses necessary to the use thereof shall have not been obtained; andCompany’s business. (e) The Owned Facilities shall abut current use and have direct vehicular access occupancy of the Leased Real Property do not violate any Applicable Laws. Neither the Company nor any Seller has received written notice of any violation of any Applicable Laws with respect to a public roadits occupancy of the Leased Real Property. (f) There is no condemnation, direct access to an operational railroad spurexpropriation or other proceeding in eminent domain, pending, or to Sellers’ Knowledge, threatened, affecting the Leased Real Property or any portion thereof or interest therein. (g) All certificates of occupancy, permits, licenses, franchises, approvals and authorizations of all Governmental Authorities or any other Person having jurisdiction over the Leased Real Property which are required for the Company’s use or occupancy of the Leased Real Properties have vehicular access been issued and are in full force and effect. Neither the Company nor any Seller has received written notice from any Governmental Authority or any other Person having jurisdiction over the Leased Real Property threatening a suspension, revocation, modification or cancellation of any such certificate, permit, license, franchise, approval or authorization. (h) The lease pursuant to which the Company occupies the Leased Real Property is legal, valid, binding, enforceable and in full force and effect in accordance with its terms. No party is in breach or default, and no event has occurred which with notice or lapse of time would constitute a public road via a permanentbreach or default or permit termination, irrevocablemodification, appurtenant easement benefitting or acceleration, under such lease. Such lease will be terminated upon the Owned FacilitiesClosing and, upon such termination, the Company will have no further liability or obligation thereunder.

Real Property. Except as set forth on Schedules 2.1(a) and 8.1, with respect to the Owned Facilities: (a) RII Sub shall receive Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company or one of its Subsidiaries has good and valid title to, or in the case of leased tangible assets, a valid leasehold interest in, all of its tangible assets, free and clear of all mortgages, security interests, pledges, liens, charges or encumbrances (collectively, “Liens”), other than (i) Liens for current Taxes and assessments not yet past due or the amount or validity of which is being contested in good faith by appropriate proceedings, (ii) mechanics’, workmen’s, repairmen’s, warehousemen’s and carriers’ Liens arising in the ordinary course of business of the Company or such Subsidiary consistent with past practice and (iii) any such matters of record, Liens and other imperfections of title that do not, individually or in the aggregate, materially impair the continued ownership, use and operation of the assets to which they relate in the business of the Company and its Subsidiaries as currently conducted (“Permitted Liens”). (b) Section 3.15(b) of the Company Disclosure Schedule sets forth a true and complete list of all real property owned by the Company or any of its Subsidiaries (the “Owned Real Property”) and all property leased for the benefit of the Company or any of its Subsidiaries (the “Leased Real Property”), identifying the use(s) of each such property. Except as has not had and would not reasonably be expect to have, individually or in the aggregate, a Company Material Adverse Effect, each of the Company and its Subsidiaries has (i) good and marketable title by general warranty deed for the in fee simple to all Owned Facilities Real Property and (ii) good and marketable leasehold title to all Leased Real Property, in proper form for recording in the State of North Carolina; (b) The Owned Facilities shall be each case, free and clear of all Liens except Permitted Liens. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, no parcel of Owned Real Property or Leased Real Property is subject to any Security Interestgovernmental decree or order to be sold or is being condemned, easementexpropriated or otherwise taken by any Governmental Entity with or without payment of compensation therefor, covenantnor, to the knowledge of the Company, has any such condemnation, expropriation or other restrictiontaking been proposed. Each of the Company and its Subsidiaries enjoys peaceful and undisturbed possession under all such leases, except for installments any such failure to do so that, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. All leases of special assessments not yet delinquent Leased Real Property and recorded easementsall amendments and modifications thereto are in full force and effect, covenants, matters shown and there exists no material default under any such lease by the Survey attached as Schedule 8.2 Company, any of its Subsidiaries or any other party thereto, nor has any event occurred that, with notice or lapse of time or both, would constitute a material default thereunder by the Company, any of its Subsidiaries or any other party thereto, except as, individually or in the aggregate, has not had and other restrictions which do would not impair the current use or occupancy, or the marketability of title, of the property subject thereto;reasonably be expected to have a Company Material Adverse Effect. (c) There shall Except as has not had and would not reasonably be pending expected to have, individually or threatened condemnation proceedingsin the aggregate, lawsuitsa Company Material Adverse Effect, there are no contractual or administrative actions legal restrictions that preclude or restrict the ability to use any Owned Real Property or Leased Real Property by the Company or any of any type relating its Subsidiaries for the current or contemplated use of such real property. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, all plants, warehouses, distribution centers, structures and other buildings on the Owned Facilities, Real Property or other matters affecting adversely the current use, or occupancy thereof, including unpaid tap fees, contemplated special assessments or zoning changes; (d) The legal description Leased Real Property are adequately maintained and are in good operating condition and repair for the Owned Facilities contained in the deed therefor shall describe the real property forming a part requirements of the Owned Facilities fully and adequately. The building and improvements located within the boundary lines business of the described parcel of land (1) shall not be in violation of applicable setback requirements, zoning laws, Company and ordinances, (2) shall not encroach on any easement which may burden the land, and described parcel of land not serve any adjoining property for any purpose inconsistent with the use of the land, and (3) shall not be located within any flood plain or be included in any wetlands or be subject to any similar type restriction for which any permits or licenses necessary to the use thereof shall have not been obtained; and (e) The Owned Facilities shall abut and have direct vehicular access to a public road, direct access to an operational railroad spur, or have vehicular access to a public road via a permanent, irrevocable, appurtenant easement benefitting the Owned Facilitiesits Subsidiaries as currently conducted.

Real Property. (a) Except as set forth disclosed on Schedules 2.1(a) and 8.1Schedule 4.7 attached hereto, with respect to ------------ the Owned Facilities: Real Property, (ai) RII Sub shall receive the Company holding title thereto has, and Seller will have on the Closing Date, good and marketable indefeasible title, insurable by a responsible title by general warranty deed for the Owned Facilities in proper form for recording in the State of North Carolina; (b) The Owned Facilities shall be insurance company at regular rates, free and clear of any Security Interestmaterial Lien, easementexcept for Permitted Liens, covenant(ii) there are no leases, subleases, licenses, concessions, or other restriction, except for installments agreements granting to any Person the right of special assessments not yet delinquent use or occupancy of any portion thereof; and recorded easements, covenants, matters shown (iii) there are no outstanding options or rights of first refusal to purchase the Owned Real Property or any portion thereof or interest therein. (b) Schedule 1.2(d) hereto sets forth all of the real property leased or --------------- subleased by the Survey attached as Schedule 8.2 Companies of any of them (the "Leased Real Property"). The -------------------- Companies have delivered to Buyer true, correct, and other restrictions which do not impair complete copies of each of the current use leases for the Leased Real Property (the "Leases"), including, without ------ limitation, all amendments or occupancymodifications thereto. With respect to each of the Leases (i) neither the Companies nor, to the best of the Companies' knowledge, any third party, is in material breach or default under such Lease, no event has occurred (including the consummation of the transactions contemplated hereby) which, with the lapse of time or the giving of notice, or the marketability of title, otherwise would constitute such a material breach or default by any of the property subject thereto;Companies. (c) There shall The Owned Real Property and the Leased Real Property (collectively, the "Premises") constitutes all of the real property owned, leased, occupied or -------- otherwise utilized by the Companies or any of them or in connection with the Business. (i) The Premises are in compliance with all applicable federal, state and local laws and regulations (including, but not be pending or threatened condemnation proceedingslimited to, lawsuits, or administrative actions of any type those relating to the Owned Facilitiesenvironmental protection, or other matters affecting adversely the current useconservation and occupational safety and health) and with all applicable land use requirements, or occupancy thereof, including unpaid tap fees, contemplated special assessments or zoning changesordinances and building codes; (dii) There are no pending or, to the Companies' knowledge, threatened legal proceedings against or claiming an interest in the Premises; (iii) Except for current Taxes which are not yet due or which are payable without penalty, there are no public assessments or similar charges on the Premises; (iv) There are no pending, or, to the Companies' knowledge threatened, eminent domain proceedings to acquire the Premises or any portion thereof or any interest therein (v) To the knowledge of the Companies there are no plans or studies to alter any street or highway contiguous to the Premises or to remove, eliminate or modify any railroad spur line to the Premises or access rights to same; (vi) The legal description Companies have all water supply, sewage services, storm drainage, electrical supply, natural gas and other utilities necessary for the Owned Facilities contained in the deed therefor shall describe the real property forming a part operation of the Owned Facilities fully Premises as operated prior to the Closing Date, and adequately. The building such utility services have not been interrupted (other than as a result of weather or other natural causes) during the one-year period prior to the Closing Date; (vii) All permits and improvements located within licenses necessary for the boundary lines construction of the described parcel present improvements at the Premises and for the present operation, use and occupancy thereof by the Companies have been obtained and are in effect, except those which the failure to obtain has had or will have a Material Adverse Effect; (viii) There are no binding agreements of land (1) shall not be in violation the Companies or any of applicable setback requirements, zoning laws, and ordinances, (2) shall not encroach on them with any easement governmental agency or private Person which may burden the land, and described parcel of land not serve any adjoining property for any purpose inconsistent with has had or will have a Material Adverse Effect or materially restricting the use of the landPremises; (ix) There are no leases, and (3) shall not be located within any flood plain subleases, occupancies or be included tenancies in any wetlands or be subject to any similar type restriction for which any permits or licenses necessary effect pertaining to the use thereof shall Owned Real Property; (x) The Companies have all necessary rights of way and rights of ingress and egress to and from the Premises to conduct the Business as conducted prior to the Closing Date, pursuant to valid and enforceable agreements; (xi) No work for municipal improvements has been commenced on or in connection with the Premises, or, to the knowledge of the Companies, on any street adjacent thereto and which will adversely affect access to the Premises; no assessment for public improvements has been made against the Premises which remains unpaid; and no notice from any county, township or other governmental body has been served upon the Premises or received by the Companies or any of them requiring any work, repair, construction, alteration, or installation on or in connection with the Premises which has not been obtainedcomplied with; and (exii) The Owned Facilities shall abut and have direct vehicular access to a public roadTo the knowledge of the Companies, direct access to an operational railroad spurno part of the Premises contains, is located within, or have vehicular access abuts any flood plain, navigable water or other body of water, tide land, wet land, ▇▇▇▇▇ land or any other area which is subject to a public road via a permanentspecial state, irrevocablefederal or municipal regulation, appurtenant easement benefitting the Owned Facilitiescontrols or protection.

Real Property. (i) Except for Permitted Liens, there are no existing contracts, options, rights of first refusal, leases or otherwise, to sell, transfer, lease or otherwise dispose of any 4Front Properties, or to purchase or acquire any 4Front Properties, and 4Front is not aware of any circumstances which would result in any sale or disposal, whether by sale, lease or otherwise, of any of the 4Front Properties including power of sale, foreclosure, expropriation or judicial proceedings. (ii) To the knowledge of 4Front: (A) neither 4Front, any of its Subsidiaries nor the landlords of the 4Front Properties are in material breach of any applicable Laws, including any material building, zoning or other statutes or any official plan, or any covenants, restrictions, rights or easements affecting such 4Front Properties; (B) all buildings, structures, additions and/or improvements situated on any of the 4Front Properties are located wholly within the boundaries of such 4Front Properties, are free of any structural or material defect and comply with all Laws, covenants, restrictions, rights and easements affecting the same and their use, in each case in all material respects; and (C) there are no outstanding work orders, non-compliance orders, deficiency notices or other such notices relative to any of the 4Front Properties. (iii) The 4Front Properties are adequately serviced by utilities (or well water with adequate septic systems, if any) having adequate capacities for the normal operations of 4Front’s or its Subsidiaries’ facilities that are currently growing marijuana in accordance with its licenses and the business of 4Front and its Subsidiaries. The 4Front Properties have enforceable rights of access to and from public streets or highways satisfactory, sufficient and adequate for the normal operations of the business of 4Front and its Subsidiaries, to the knowledge of 4Front and its Subsidiaries, there is no fact or circumstance which exists which could result in the termination or restriction of such access. (iv) No amounts are owing by 4Front in respect of any of the 4Front Properties to a 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 4Front relating to the construction, alteration or repair of or on any of the 4Front Properties have been paid in full and, to the knowledge of 4Front, no one has filed any construction, builders’, mechanics’ or similar liens relating to the supply of work or materials to or on any of the 4Front Properties with respect to amounts that are not in arrears. (v) To the knowledge of 4Front and its Subsidiaries, the 4Front Leases are currently in good standing in all material respects, 4Front or its Subsidiaries, as set forth on Schedules 2.1(athe case may be, as tenant and the applicable landlord have, as of the date hereof, complied in all material respects with their respective obligations under the 4Front Leases and to the knowledge of 4Front and its Subsidiaries, there exists no claim of any kind or right of set-off against 4Front or its Subsidiaries, as the case may be, as tenant by the landlord or against the landlord by 4Front or its Subsidiaries, as the case may be, as tenant as of the date hereof. (vi) and 8.14Front or its Subsidiaries, as the case may be, as tenant is in actual possession of the 4Front Properties. 4Front or its Subsidiaries, as the case may be, is not in arrears of rent required to be paid pursuant to the applicable 4Front Lease. (vii) 4Front or its Subsidiaries, as the case may be, as tenant has no right to extend, right of termination, option to purchase, or right of first refusal with respect to the Owned Facilities: (a) RII Sub shall receive good and marketable title by general warranty deed for the Owned Facilities in proper form for recording 4Front Properties except as set out in the State of North Carolina; (b) The Owned Facilities shall be free and clear of any Security Interest, easement, covenant, or other restriction, except for installments of special assessments not yet delinquent and recorded easements, covenants, matters shown by the Survey attached as Schedule 8.2 and other restrictions which do not impair the current use or occupancy, or the marketability of title, of the property subject thereto; (c) There shall not be pending or threatened condemnation proceedings, lawsuits, or administrative actions of any type relating to the Owned Facilities, or other matters affecting adversely the current use, or occupancy thereof, including unpaid tap fees, contemplated special assessments or zoning changes; (d) The legal description for the Owned Facilities contained in the deed therefor shall describe the real property forming a part of the Owned Facilities fully and adequately. The building and improvements located within the boundary lines of the described parcel of land (1) shall not be in violation of applicable setback requirements, zoning laws, and ordinances, (2) shall not encroach on any easement which may burden the land, and described parcel of land not serve any adjoining property for any purpose inconsistent with the use of the land, and (3) shall not be located within any flood plain or be included in any wetlands or be subject to any similar type restriction for which any permits or licenses necessary to the use thereof shall have not been obtained; and (e) The Owned Facilities shall abut and have direct vehicular access to a public road, direct access to an operational railroad spur, or have vehicular access to a public road via a permanent, irrevocable, appurtenant easement benefitting the Owned Facilities4Front Leases.

Real Property. Except as set forth on Schedules 2.1(a(a) The Seller does not own any real property. Schedule 3.5(a) contains a complete list of all leases and 8.1subleases of real property, including all amendments thereto (the “Leased Real Property”) pursuant to which the Seller or the Shareholder, solely with respect to the Owned Facilities: contracts listed in Schedule 2.1(d) to which it is a party, is the lessee or sublessee (a) RII Sub shall receive good the “Leases”). The Seller has made available to or delivered to the Buyer true, complete and marketable title correct copies of all Leases (including all amendments thereto). The Leases, together with applicable Law, permit the current use by general warranty deed for the Owned Facilities in proper form for recording in Seller or the State Shareholder, to the extent applicable, of North Carolina;the Leased Real Property. (b) The Owned Facilities shall be free Seller or Shareholder, to the extent applicable, has a valid and clear existing leasehold interest in each parcel of Leased Real Property and the right to occupy and use the real property that is the subject of each such Lease, together with the buildings, structures, fixtures and improvements thereon (the “Improvements” and, together with the underlying real property, the “Facilities”). Each Lease is valid, binding and in full force and effect and, subject to any Security Interestrequired notice, easement, covenantconsent, or approval, will be valid, binding and in full force and effect following the transactions contemplated by this Agreement, and neither the Seller, nor the Shareholder, nor, to the Seller’s Knowledge, any of the other restrictionparties thereto are in breach or default thereunder and no event has occurred which, with notice or the lapse of time, or both, would constitute a breach or default or permit termination, modification or acceleration thereunder. The Facilities have received all required approvals of Governmental Authorities (including Permits and a certificate of occupancy or other similar certificate permitting lawful occupancy of the Facilities) required in connection with the operation thereof except for installments those approvals the failure to receive would not be likely to have a Material Adverse Effect. The Improvements are in good operating condition and repair, subject to ordinary wear and tear, and scheduled maintenance and replacement in the Ordinary Course of special assessments Business. There are no disputes, oral agreements or forbearance programs in effect as to any of the Leases, and the Leases have not yet delinquent and recorded easementsbeen assigned, covenantssubleased, matters shown by the Survey attached as Schedule 8.2 transferred, mortgaged or encumbered. The Facilities are supplied with utilities and other restrictions which do not impair services necessary or appropriate for the current use or occupancy, or the marketability of title, operation of the property subject thereto;Facilities. (c) There shall not be pending Neither the Seller nor the Shareholder has received any notice that the Seller or threatened condemnation proceedings, lawsuits, or administrative actions the Shareholder is in violation of any type material zoning, use, occupancy, building, Environmental Laws, ordinance or other Law or requirement relating to the Owned Facilities, or other matters affecting adversely the current use, or occupancy thereof, including unpaid tap fees, contemplated special assessments or zoning changes; (d) The legal description for the Owned Facilities contained in the deed therefor shall describe the real property forming a part of the Owned Facilities fully and adequately. The building and improvements located within the boundary lines of the described parcel of land (1) shall not be in violation of applicable setback requirements, zoning laws, and ordinances, (2) shall not encroach on any easement which may burden the land, and described parcel of land not serve any adjoining property for any purpose inconsistent with the use of the land, and (3) shall not be located within any flood plain or be included in any wetlands or be subject to any similar type restriction for which any permits or licenses necessary to the use thereof shall have not been obtained; and (e) The Owned Facilities shall abut and have direct vehicular access to a public road, direct access to an operational railroad spur, or have vehicular access to a public road via a permanent, irrevocable, appurtenant easement benefitting the Owned Facilities.

Real Property. (a) Seller has Marketable Title to (i) all Rights-of-Way on which the Sherwood Gas Gathering and Compression System is located or pursuant to which the Sherwood Gas Gathering and Compression System is operated, and (ii) all leasehold interests created under real property leases (the “Leases”), other than the Rights-of-Way, necessary for the operation of the Assets as presently operated (the “Leased Real Property” and together with the Rights-of-Way described in clause (ii) above, the “Material Real Property Locations”) and leased by Seller. (b) Except as set forth in Section 2.4(b) of the Disclosure Schedule, to Seller’s knowledge, there are not currently any underground storage tanks installed or operated by Seller on Schedules 2.1(aor under the Rights-of-Way described in Section 2.4(a) and 8.1, with respect to the Owned Facilities: (a) RII Sub shall receive good and marketable title by general warranty deed for the Owned Facilities in proper form for recording in the State of North Carolina; (b) The Owned Facilities shall be free and clear of any Security Interest, easement, covenant, or other restriction, except for installments of special assessments not yet delinquent and recorded easements, covenants, matters shown by the Survey attached as Schedule 8.2 and other restrictions which do not impair the current use or occupancy, or the marketability of title, of the property subject thereto;Leased Real Property. (c) There shall Except as could not reasonably be pending expected to have a Seller Material Adverse Effect: (i) each Lease of a Material Real Property Location is in full force and effect, and with respect to each Material Real Property Location that comprises Leased Real Property, there is no breach or threatened condemnation proceedingsevent of default on the part of Seller and, lawsuitsto Seller’s knowledge, there is no breach or administrative actions event of default on the part of any type relating other party with respect to the Owned Facilities, or other matters affecting adversely the current use, or occupancy thereof, including unpaid tap fees, contemplated special assessments or zoning changesany Lease covering such Material Real Property Location; (dii) The legal description for the Owned Facilities contained buildings and improvements included in the deed therefor shall describe the real property forming a part of the Owned Facilities fully and adequately. The building and improvements located within the boundary lines of the described parcel of land (1) shall not be in violation of applicable setback requirements, zoning laws, and ordinances, (2) shall not encroach on any easement which may burden the land, and described parcel of land not serve any adjoining property for any purpose inconsistent with the use of the land, and (3) shall not be located within any flood plain or be included in any wetlands or be subject to any similar type restriction for which any permits or licenses necessary to the use thereof shall Assets have not been obtainedaffected in any adverse manner as a result of any fire, explosion, flood, drought, windstorm, accident, riot, activities of armed forces or acts of God or of any public enemy; and (eiii) The Owned Facilities shall abut and have direct vehicular access no eminent domain proceeding or taking has been commenced or, to a public roadthe knowledge of Seller, direct access is threatened with respect to an operational railroad spur, all or have vehicular access to a public road via a permanent, irrevocable, appurtenant easement benefitting any material portion of the Owned FacilitiesReal Property Interests.

Real Property. Except as set forth on Schedules 2.1(a(a) The Company does not own any real property. (b) SCHEDULE 3.11 lists all lease and 8.1, sublease agreements relating to real property leased or subleased by the Company. With respect to each such lease and sublease: (i) such lease or sublease constitutes the entire agreement to which the Company is a party with respect to the Owned Facilities: (a) RII Sub shall receive good and marketable title by general warranty deed for the Owned Facilities in proper form for recording in the State of North Carolinareal property leased thereunder; (bii) The Owned Facilities shall be free there is no agreement, whether written or oral, to which the Company is a party that will shorten the duration of the term of such lease or sublease as a result of the consummation of the transaction pursuant to this Agreement; (iii) the Company has not assigned, subleased, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the leasehold or subleasehold; (iv) all facilities leased or subleased thereunder have received all approvals of Governmental Entities (including all Permits) required in connection with the operation thereof and clear of any Security Interest, easement, covenant, or other restriction, except for installments of special assessments not yet delinquent have been operated and recorded easements, covenants, matters shown maintained in accordance with all applicable Laws to the extent operated and maintained by the Survey attached as Schedule 8.2 Company and to the knowledge of the Company and the Principal Shareholder by any other party which has contracted with the Company; (v) there is no action, suit or proceeding pending against the Company or, to the any action, suit or proceeding pending or threatened against the Company or any third party that would materially interfere with the quiet enjoyment of such leased real property after the Closing Date; (vi) all facilities leased or subleased thereunder are supplied with utilities and other restrictions which do not impair services necessary for the current use or occupancy, or the marketability operation of title, of the property subject thereto;such facilities; and (c) There shall not be pending To the knowledge of the Company and the Principal Shareholder, no fact or threatened condemnation proceedingscondition exists that is reasonably likely to result in the discontinuation of presently available or otherwise necessary water, lawsuitssewer, gas, electric, telephone, drainage or administrative actions of any type other utilities or services relating to the Owned Facilities, or other matters affecting adversely real property leased by the current use, or occupancy thereof, including unpaid tap fees, contemplated special assessments or zoning changes;Company. (d) The legal description for the Owned Facilities contained in the deed therefor shall describe All of the real property forming a part leased by the Company, and all components of all improvements included within such leased real property, including the roofs and structural elements thereof and the sprinkler and fire protection, heating, ventilation, air conditioning, plumbing, electrical, mechanical, sewer, waste water, storm water, paving and parking equipment, systems and facilities included therein, are in good condition and repair, working order and repair and do not require material repair or replacement in order to serve their intended purposes in all material respects, including use and operation consistent with their present use and operation, except for scheduled maintenance, repairs and replacements conducted or required in the ordinary course of the Owned Facilities fully and adequatelyoperation of such leased real property. The building Company has made all material repairs and improvements located within replacements required to be made by it under the boundary lines of real estate leases and subleases to which the described parcel of land (1) shall not be in violation of applicable setback requirements, zoning laws, and ordinances, (2) shall not encroach on any easement which may burden the land, and described parcel of land not serve any adjoining property for any purpose inconsistent with the use of the land, and (3) shall not be located within any flood plain or be included in any wetlands or be subject to any similar type restriction for which any permits or licenses necessary to the use thereof shall have not been obtained; andCompany is a party. (e) Other than options, rights of first refusal or other similar arrangements in favor of the Company under the leases and subleases relating to the real property leased by the Company, the Company has not entered into any contract, arrangement or understanding with respect to the future ownership, development, use, occupancy or operation of any parcel of real property leased by the Company. (f) There are no pending or, to the knowledge of the Company and the Principal Shareholder, threatened or contemplated condemnation or eminent domain proceedings that affect the real property leased by the Company, and the Company has not received any notice, oral or written, of the intention of any Governmental Entity or other Person to take or use all or any part thereof. (g) During the Company' s occupancy, none of the real property leased by the Company or any part thereof has suffered any material damage by fire or other casualty that has not been completely restored. (h) The Owned Facilities shall abut and have direct vehicular access Company has not received any written notice for any insurance company that has issued a policy to a public road, direct access the Company with respect to an operational railroad spur, any real property leased by the Company requiring the performance of any structural or have vehicular access other repairs or alterations to a public road via a permanent, irrevocable, appurtenant easement benefitting the Owned Facilitiessuch property.

Real Property. Except as set forth on Schedules 2.1(a(a) Paragraph 11 of the Disclosure Schedule lists and 8.1, with describes briefly all real property that Star Dot owns. With respect to the Owned Facilitieseach such parcel of owned real property: (a1) RII Sub shall receive the identified owner has good and marketable title by general warranty deed for to the Owned Facilities in proper form for recording in the State parcel of North Carolina; (b) The Owned Facilities shall be real property, free and clear of any Security Interest, easement, covenant, or other restriction, except for installments of special assessments not yet delinquent and recorded easements, covenants, matters shown by the Survey attached as Schedule 8.2 and other restrictions which do not impair the current use use, occupancy, or occupancyvalue, or the marketability of title, of the property subject thereto; (c2) There shall not be there are no pending or or, to the Knowledge of any of the Shareholders and the directors and officers (and employees with responsibility for real estate matters) of Star Dot threatened condemnation proceedings, lawsuits, or administrative actions of any type relating to the Owned Facilities, property or other matters affecting materially and adversely the current use, occupancy, or occupancy value thereof, including unpaid tap fees, contemplated special assessments or zoning changes; (d3) The the legal description for the Owned Facilities parcel contained in the deed therefor shall describe the real property forming a part of the Owned Facilities thereof describes such parcel fully and adequately. The building , the buildings and improvements are located within the boundary lines of the described parcel parcels of land (1) shall land, are not be in violation of applicable setback requirements, zoning laws, and ordinancesordinances (and none of the properties or buildings or improvements thereon are subject to "permitted non- conforming use" or permitted non-conforming structure" classifications), (2) shall and do not encroach on any easement which may burden the land, and described parcel of the land does not serve any adjoining property for any purpose inconsistent with the use of the land, and (3) shall the property is not be located within any flood plain or be included in any wetlands or be subject to any similar type restriction for which any permits or licenses necessary to the use thereof shall have not been obtained; (4) all facilities have received all approvals of governmental authorities (including licenses and permits) required in connection with the ownership or operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations; (5) there are no leases, subleases, licenses, concessions, or other agreements, written or oral, granting to any party or parties the right of use or occupancy of any portion of the parcel of real property; (6) there are no outstanding options or rights of first refusal to purchase the parcel of real property, or any portion thereof or interest therein; (7) there are no parties (other than Star Dot) in possession of the parcel of real property, other than tenants under any leases disclosed in Paragraph 11 of the Disclosure Schedule who are in possession of space to which they are entitled; (8) all facilities located on the parcel of real property are supplied with utilities and other services necessary for the operation of such facilities, including gas, electricity, water, telephone, sanitary sewer, and storm sewer, all of which services are adequate in accordance with all applicable laws, ordinances, rules, and regulations and are provided via public roads or via permanent, irrevocable, appurtenant easements benefitting the parcel of real property; and (e9) The Owned Facilities shall abut each parcel of real property abuts on and have has direct vehicular access to a public road, direct access to an operational railroad spur, or have vehicular has access to a public road via a permanent, irrevocable, appurtenant easement benefitting the Owned Facilitiesparcel of real property, and access to the property is provided by paved public right-of-way with adequate curb cuts available. (b) Paragraph 11 of the Disclosure Schedule lists and describes briefly all real property leased or subleased to Star Dot. Paragraph 11 of the Disclosure Schedule also identifies the leased or subleased properties for which title insurance policies are to be procured in accordance with Paragraph 6.9(b) below. The Shareholders have delivered to eCom correct and complete copies of the leases and subleases listed in Paragraph 11 of the Disclosure Schedule (as amended to date). With respect to each lease and sublease listed in Paragraph 11 of the Disclosure Schedule: (1) the lease or sublease is legal, valid, binding, enforceable, and in full force and effect; (2) the lease or sublease will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms immediately following the Closing; (3) no party to the lease or sublease is in breach or default, and no event has occurred which, with notice or lapse of time, would constitute a breach or default or permit termination, modification, or acceleration thereunder; (4) no party to the lease or sublease has repudiated any provision thereof; (5) there are no disputes, oral agreements, or forbearance programs in effect as to the lease or sublease; (6) Star Dot has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the leasehold or subleasehold; (7) all facilities leased or subleased thereunder have received all approvals of governmental authorities (including licenses and permits) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations; (8) all facilities leased or subleased thereunder are supplied with utilities and other services necessary for the operation of said facilities; and

Real Property. Except as set forth on Schedules 2.1(a) and 8.1, with respect to the Owned Facilities: (a) RII Sub shall receive Schedule 3.27(a) sets forth a true, correct, and complete description (including the address thereof, the applicable owner thereof, and the use thereof) of all Real Property owned by the Target Company (the “Owned Real Property”). With respect to each Owned Real Property, (i) the Target Company has valid, good and marketable fee simple title by general warranty deed to such Owned Real Property, free and clear of all Liens, except for Permitted Liens, (ii) the Target Company has not leased, subleased, licensed or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof; (iii) other than the right of the Acquirer pursuant to this Agreement, there are no outstanding options, rights of first offer or rights of first refusal to purchase such Owned Real Property or any portion thereof or interest therein; (iv) the Target Company has not received any written notice of any, and to the Knowledge of the Owners, there are no existing, pending or threatened condemnation or eminent domain proceedings relating to any portion of the Owned Facilities in proper form for recording Real Property; and (v) to the Knowledge of the Owners, the Target Company has not breached or violated any local zoning ordinance, and no written notice from any Person has been received by the Target Company or served upon the Target Company claiming any violation of any local zoning ordinance. The Target Company is not a party to any agreement or option to purchase any Real Property or material interest therein. To the extent any are in the State possession of North Carolina;or reasonably available to the Target Company, copies of any title insurance policies (together with copies of any documents of record listed as exceptions to the title on such policies) currently insuring each Owned Real Property and copies of the most recent surveys of the same have been made available to the Acquirer. (b) Schedule 3.27(b) sets forth a true, correct and complete list (including the address thereof, the applicable lessee thereof, and use thereof) of all of the Real Property leased or subleased by the Target Company (the “Leased Real Property”) as well as a list of all leases, subleases, licenses, occupancy agreements or other agreements (including all amendments thereto and guaranties thereof) pursuant to which the Target Company leases or subleases any Real Property (collectively, “Leases”). True and correct copies of all such Leases have been made available to the Acquirer. With respect to each of the Leases: (i) it is a valid, legal and binding obligation of the Target Company generally enforceable in accordance with its terms against the Target Company and, to the Actual Knowledge of the Owners, each other party thereto and is in full force and effect; (ii) all rents and additional rents and other sums, expenses and charges due thereunder have been paid; (iii) no waiver, indulgence or postponement of the lessees’ obligations thereunder have been granted by the lessors; (iv) there exists no breach or default, or event of default, thereunder by the Target Company or, to the Actual Knowledge of the Owners, by any other party thereto, except for such breaches, defaults or events of default that would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect; (v) there exists no occurrence, condition or act which, with the giving of notice, the lapse of time or the happening of any further event or condition, would become a breach or default, or event of default, by the Target Company thereunder, except for such occurrences, conditions or acts that would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect; and (vi) there are no outstanding claims of breach or indemnification or notice of default or termination thereunder. There are (x) no written or oral subleases, concessions or other contracts granting to any Person other than the Target Company the right to use or occupy any Leased Real Property and (y) no outstanding options or rights of first refusal to purchase all or a portion of such properties. The Owned Facilities shall be Target Company has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any Lease or interest therein; and the estate or interest created by such Lease in favor of the Target Company is free and clear of all Liens. The Target Company has not received any Security Interestwritten notice of any, easement, covenant, or other restriction, except for installments of special assessments not yet delinquent and recorded easements, covenants, matters shown by to the Survey attached as Schedule 8.2 and other restrictions which do not impair the current use or occupancy, or the marketability of title, Actual Knowledge of the property subject thereto;Owners, there are no existing, pending or threatened condemnation or eminent domain proceedings relating to any portion of the Leased Real Property. The Target Company has not received any written notice from any Person that any Leased Real Property is in violation of any local zoning ordinance and to the Actual Knowledge of the Owners, no Leased Real Property violates any local zoning ordinance. (c) There shall not be pending or threatened condemnation proceedingsThe buildings, lawsuitsstructures, or administrative actions of any type relating improvements and fixtures located on the Owned Real Property and the Leased Real Property (the “Improvements”) and all building systems and equipment related to the business located on the Owned FacilitiesReal Property and the Leased Real Property are in good operating conditions and repair in all material respects and are adequate and suitable for the purposes for which they are presently being used. There are no material repair or restoration works likely to be required in connection with any of the Improvements located on the Owned Real Property. There are no material repair or restoration works likely to be required in connection with any Improvements located on the Leased Real Property for which the Target Company is liable for or obligated to perform under the applicable Lease. The Target Company is in physical possession and actual and exclusive occupation of the whole of the Owned Real Property and Leased Real Property, none of which are subleased or other matters affecting adversely the current use, or occupancy thereof, including unpaid tap fees, contemplated special assessments or zoning changes;assigned to another Person. The Target Company does not owe any brokerage commission with respect to any Real Property. (d) The legal description for Owned Real Property and the Owned Facilities contained Leased Real Property collectively constitute all interests in the deed therefor shall describe the real property forming a part of the Owned Facilities fully and adequately. The building and improvements located within the boundary lines of the described parcel of land (1) shall not be currently used or currently held for use in violation of applicable setback requirements, zoning laws, and ordinances, (2) shall not encroach on any easement which may burden the land, and described parcel of land not serve any adjoining property for any purpose inconsistent connection with the use of the land, and (3) shall not be located within any flood plain or be included in any wetlands or be subject to any similar type restriction for which any permits or licenses necessary to the use thereof shall have not been obtained; and (e) The Owned Facilities shall abut and have direct vehicular access to a public road, direct access to an operational railroad spur, or have vehicular access to a public road via a permanent, irrevocable, appurtenant easement benefitting the Owned FacilitiesBusiness.

Real Property. Except as set forth on Schedules 2.1(a) and 8.1, with respect to the Owned Facilities: (a) RII Sub shall receive good The Company has good, valid and marketable title to each parcel of Owned Real Property and each such parcel (i) is owned free and clear of all Liens, other than (A) Liens for Taxes, assessments, charges or claims of payment not yet past due and Liens (including Liens that are being contested in good faith) for which adequate accruals or reserves have been established in accordance with GAAP, (B) mechanics’ and materialmen’s Liens for construction in progress arising in the ordinary course of business, or for which adequate reserves have been established, (C) workmen’s, repairmen’s, warehousemen’s and carriers’ Liens arising in the ordinary course of business of the Company, (D) Liens set forth in Section 3.21(a) of the Company Disclosure Schedule, (E) those matters listed as items 2 through 7 of Schedule B, Part One of that certain Policy of Title Insurance dated June 30, 2006 and issued by general warranty deed First American Title Insurance Company as Policy Number NCS-237574-WA1 (the “Existing Title Policy”) and (F) non-monetary Liens imposed after the date of the Existing Title Policy which do not materially adversely affect the value of the Owned Real Property or the ability to use the Owned Real Property for the Owned Facilities purpose of conducting the Business thereon (the Liens listed in proper form for recording in (A) through (F) above are sometimes referred to herein collectively as “Permitted Liens”) and (ii) is neither subject to any governmental decree or order to be sold nor is being condemned, expropriated (or the State equivalent) or otherwise taken by any public authority with or without payment of North Carolina;compensation therefor, nor, to the knowledge of the Company, has any such condemnation, expropriation or taking been proposed. (b) Except for the lease(s) set forth on Section 3.21(b) of the Company Disclosure Schedule (the “Company Leases), the Company is not a party to any lease, sublease or license with respect to any real property. Each Company Lease is in full force and effect, is valid and effective in accordance with its terms, and there is not any existing default or event of default (or event which, with notice or lapse of time, or both, would constitute a default) thereunder by the Company or, to the Company’s knowledge by the other party to such lease. The Owned Facilities shall be free and clear Company has not entered into any sublease, license or other agreement with respect to any Leased Real Property. The Company has received no notice that any Leased Real Property is in violation of any Security Interest, easement, covenant, or other restriction, except for installments of special assessments not yet delinquent and recorded easements, covenants, matters shown by the Survey attached as Schedule 8.2 and other restrictions which do not impair the current use or occupancy, or the marketability of title, of the property subject thereto;Law. (c) There shall not be pending (i) Except as disclosed in Section 3.21(c) of the Company Disclosure Schedule, the Company is in all material respects, in compliance with any Law (including any building, planning, highway or threatened condemnation proceedings, lawsuits, or administrative actions of any type zoning law) relating to the Owned FacilitiesReal Property, (ii) the Company is in undisturbed possession of each parcel of Real Property (subject to Permitted Liens), (iii) subject to Permitted Liens, no other person has any rights to the use or occupancy or enjoyment of the Real Property pursuant to any lease, sublease, license, occupancy or other matters affecting adversely agreement to which the current useCompany is a party, or occupancy thereof(iv) to the knowledge of the Company, the Company is in all material respects, in compliance with any Law (including unpaid tap feesany building, contemplated special assessments planning, highway or zoning changes;law) relating to the Leased Real Property, and (v) there are no encroachments onto or from the Owned Real Property. (d) The legal description for the Owned Facilities contained As used in the deed therefor this Agreement, “Leased Real Property” shall describe mean the real property forming a part set forth on Section 3.21(d)(1) of the Company Disclosure Schedule and, to the extent leased by the Company, all buildings and other structures, facilities or improvements currently located thereon, all fixtures, systems, equipment and items of personal property of the Company attached or appurtenant to such real property and all easements, licenses, rights and appurtenances relating to the foregoing, The Leased Real Property includes all real property leased, subleased or licensed by the Company as tenant, subtenant or licensee, together with, to the extent leased by the Company, all buildings and other structures, facilities or improvements currently located thereon, all fixtures, systems, equipment and items of personal property of the Company attached or appurtenant to such leased premises and all easements, licenses, rights and appurtenances relating to the foregoing. As used in this Agreement, “Owned Facilities fully Real Property” shall mean the real property set forth on Section 3.21(d)(2) of the Company Disclosure Schedule and adequatelyall buildings and other structures, facilities or improvements owned by the Company currently located thereon, all fixtures, systems, equipment and items of personal property owned by the Company attached or appurtenant thereto and all easements, licenses, rights and appurtenances relating to the foregoing. The building and improvements located within the boundary lines of the described parcel of land (1) shall Company does not be in violation of applicable setback requirements, zoning laws, and ordinances, (2) shall not encroach on own any easement which may burden the land, and described parcel of land not serve any adjoining real property for any purpose inconsistent with the use of the land, and (3) shall not be located within any flood plain or be included in any wetlands or be subject to any similar type restriction for which any permits or licenses necessary to the use thereof shall have not been obtained; and (e) The Owned Facilities shall abut and have direct vehicular access to a public road, direct access to an operational railroad spur, or have vehicular access to a public road via a permanent, irrevocable, appurtenant easement benefitting other than the Owned Facilities.Real Property. As used in this Agreement, “Real Property” shall mean the Owned Real Property and the Leased Real Property

Real Property. Except The Seller owns no real property. Section 2(i) of the Disclosure Schedule lists and describes briefly all real property leased or subleased to the Seller. Section 2(i) of the Disclosure Schedule also identifies the leased or subleased properties for which title insurance policies are to be procured in accordance with Section 4(i) below. The Seller has delivered to the Buyer correct and complete copies of the leases and subleases listed in of the Disclosure Schedule (as amended to date). With respect to each lease and sublease listed in Section 2(i) of the Disclosure Schedule: (i) the lease or sublease is and, following the Closing will continue to be, legal, valid, binding, enforceable, and in full force and effect; (ii) no party to the lease or sublease is in breach or default (or has repudiated any provision thereof), and no event has occurred which, with notice or lapse of time, would constitute a breach or default or permit termination, modification, or acceleration thereunder; (iii) there are no disputes, oral agreements, or forbearance programs in effect as to the lease or sublease; (iv) with respect to each sublease, the representations and warranties set forth on Schedules 2.1(ain subsections (i) through (iii) above are true and 8.1, correct with respect to the Owned Facilities:underlying lease; (av) RII Sub shall receive the Seller has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the leasehold or subleasehold; (vi) to the Seller's Knowledge, all facilities leased or subleased thereunder have received all approvals of governmental authorities (including licenses, permits and zoning approvals) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations; (vii) all facilities leased or subleased thereunder are supplied with utilities and other services necessary for the operation of said facilities; and (viii) to the Seller's Knowledge, the owner of the facility leased or subleased has good and marketable title by general warranty deed for to the Owned Facilities in proper form for recording in the State parcel of North Carolina; (b) The Owned Facilities shall be real property, free and clear of any Security Interest, easement, covenant, or other restriction, except for installments of special assessments not yet delinquent and recorded easements, covenants, matters shown by the Survey attached as Schedule 8.2 and other restrictions which do not impair the current use use, occupancy, or occupancyvalue, or the marketability of title, of the property subject thereto; (c) There shall not be pending or threatened condemnation proceedings, lawsuits, or administrative actions of any type relating to the Owned Facilities, or other matters affecting adversely the current use, or occupancy thereof, including unpaid tap fees, contemplated special assessments or zoning changes; (d) The legal description for the Owned Facilities contained in the deed therefor shall describe the real property forming a part of the Owned Facilities fully and adequately. The building and improvements located within the boundary lines of the described parcel of land (1) shall not be in violation of applicable setback requirements, zoning laws, and ordinances, (2) shall not encroach on any easement which may burden the land, and described parcel of land not serve any adjoining property for any purpose inconsistent with the use of the land, and (3) shall not be located within any flood plain or be included in any wetlands or be subject to any similar type restriction for which any permits or licenses necessary to the use thereof shall have not been obtained; and (e) The Owned Facilities shall abut and have direct vehicular access to a public road, direct access to an operational railroad spur, or have vehicular access to a public road via a permanent, irrevocable, appurtenant easement benefitting the Owned Facilities.

Real Property. Except as set (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 on Schedules 2.1(a(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 8.1(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 Owned Facilities: (a) RII Sub shall receive good and marketable title by general warranty deed for the Owned Facilities in proper form for recording in the State of North Carolina; (b) The Owned Facilities shall be free and clear of any Security Interest, easement, covenant, or other restriction, except for installments of special assessments not yet delinquent and recorded easements, covenants, matters shown by the Survey attached as Schedule 8.2 and other restrictions which do not impair the current use or occupancy, 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 marketability of title, of the property subject thereto; (c) There shall not be pending or threatened condemnation proceedings, lawsuits, or administrative actions of any type relating to the Owned Facilities, or other matters affecting adversely the current use, or occupancy thereof, including unpaid tap fees, contemplated special assessments or zoning changes;same. (d) The legal description for There are no existing or, to the Owned Facilities contained Knowledge of the Company, proposed, contemplated or threatened condemnation proceedings that would result in the deed therefor shall describe the real property forming a taking of all or any part of the Owned Facilities fully Real Property or that would materially and adequatelyadversely 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. The building To the Knowledge of the Company, no public improvements have been commenced and improvements 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 boundary lines meaning of any Laws. (h) Section 3.12(h) of the described parcel Company Disclosure Letter contains a list of land all real property leased or subleased by the Company or any of its Subsidiaries from third parties (the “Leased Real Property”), which Leased Real Property encompasses all of the real property leased, subleased or licensed by the Company or any of its Subsidiaries as of the date of this Agreement, and sets out, in respect of each Lease: (1) shall not be in violation the address of applicable setback requirements, zoning laws, and ordinancesthe Leased Real Property, (2) shall not encroach on any easement which may burden the land, and described parcel of land not serve any adjoining property for any purpose inconsistent with the use date of the land, Lease and any amendment to it; (3) shall not be located within any flood plain or be included in any wetlands or be subject to any similar type restriction for which any permits or licenses necessary the original parties to the use thereof shall have not been obtainedLease and any amendment; and (e4) The Owned Facilities shall abut and have direct vehicular access to a public road, direct access to an operational railroad spur, or have vehicular access to a public road via a permanent, irrevocable, appurtenant easement benefitting the Owned Facilities.size in rentable square feet of the premises demised by such Lease;

Real Property. (a) Neither He-Ro nor any Subsidiary owns any real property. Schedule 2.11(a) sets forth the addresses and uses of all real property that He-Ro or any Subsidiary leases or subleases (the "He-Ro Real Property"), and any Lien on any such leasehold interest therein, specifying in the case of each such He-Ro Lease or sublease, the name of the lessor or sublessor, as the case may be, the lease term and rent obligations of the lessee thereunder. Except as set forth on Schedules 2.1(aSchedule 2.11(a), He-Ro or its Subsidiary, as the case may be, has a valid leasehold interest in all real (b) and 8.1, Schedule 2.11(b) sets forth with respect to the Owned Facilities:He-Ro Real Property a list of all title insurance policies, appraisal reports, surveys and engineering and environmental reports held or controlled by He-Ro, copies of which have been provided to Nah-Nah. All Improvements located on the He-Ro Real Property are in good operating condition (subject to normal wear and tear) with no structural or other defects known to He-Ro that could interfere in any material respect with the operation of He-Ro's business, are located within applicable boundary lines and are suitable for the purposes for which they are currently used. Neither He-Ro nor any Subsidiary is in violation in any material respect of any building, zoning, anti-pollution, health, occupational safety or other Law, Order, Permit or non-transferable license in respect of the He-Ro Real Property. Except as disclosed on Schedule 2.11(b), no person, other than He-Ro or a Subsidiary, as the case may be, has any right to occupy or possess any of the real property. (ac) RII Sub shall receive good and marketable title by general warranty deed for the Owned Facilities Except as set forth in proper form for recording in the State of North Carolina;Schedule 2.11(c): (bi) The Owned Facilities shall be free all work, repairs and clear of improvements (including capital improvements) required to have been done on or prior to the Closing under the He-Ro Leases by He-Ro has been completed in accordance therewith, and He-Ro has waived any Security Interest, easement, covenant, or other restriction, except for installments of special assessments not yet delinquent and recorded easements, covenants, matters shown by all rights to terminate the Survey attached as Schedule 8.2 and other restrictions which do not impair the current use or occupancy, or the marketability of title, of the property subject He-Ro Leases with respect thereto; (cii) There shall not be pending or threatened condemnation proceedingsthere are no rights of first refusal, lawsuitsoptions to purchase, "buy-out" rights, or administrative actions currently exercisable termination rights by either party to each of any type relating to the Owned FacilitiesHe-Ro Leases other than as set forth in such Leases, or and there are no other matters affecting adversely the current use, or occupancy thereof, including unpaid tap fees, contemplated special assessments or zoning changestermination rights which have been exercised; (diii) The legal description for all rent and other amounts (including contingent rent, utilities, taxes and any other escalations) payable by He-Ro under the Owned Facilities contained in He-Ro Leases have been paid to the deed therefor shall describe the real property forming a part of the Owned Facilities fully and adequately. The building and improvements located within the boundary lines of the described parcel of land (1) shall not be in violation of applicable setback requirements, zoning lawsdate hereof, and ordinances, (2) shall not encroach on any easement which may burden the land, and described parcel of land not serve any adjoining property for any purpose inconsistent with the use of the land, and (3) shall not be located within any flood plain or be included in any wetlands or be subject to any similar type restriction for which any permits or licenses necessary paid to the use thereof shall have not been obtained; and (e) The Owned Facilities shall abut and have direct vehicular access to a public road, direct access to an operational railroad spur, or have vehicular access to a public road via a permanent, irrevocable, appurtenant easement benefitting the Owned Facilitiesdate of Closing.

Real Property. Except as set forth on Schedules 2.1(a) and 8.1, with respect to the Owned Facilities: (a) RII Sub shall receive good Schedule 4.10 sets forth a complete and marketable title by general warranty deed for accurate list and legal descriptions of the Owned Facilities in proper form for recording in Real Property. Member is not a party to any contract, lease or other agreement regarding the State of North Carolina;Real Property, other than the Contracts, the Reserved Easements, the Conservation Easements and this Agreement. (b) The Owned Facilities shall be Real Property has free and clear of any Security Interest, easement, covenant, unimpeded vehicular and pedestrian access to a dedicated public way via a dedicated public way or other restriction, except for installments of special assessments not yet delinquent and recorded easements, covenants, matters shown by the Survey attached as Schedule 8.2 and other restrictions which do not impair the current use or occupancy, or the marketability of title, of the property subject thereto;Appurtenant Easements. (c) There shall not be pending All electric, communications, telephone, irrigation and drainage facilities and all other utilities required by law or threatened condemnation proceedings, lawsuits, or administrative actions of any type relating to the Owned Facilities, or other matters affecting adversely the current use, or occupancy thereof, including unpaid tap fees, contemplated special assessments or zoning changes; (d) The legal description for the Owned Facilities contained in the deed therefor shall describe the real property forming a part present use and operation of the Owned Facilities fully and adequately. The building and improvements located within Real Property (“Utilities Facilities”) are: (i) installed to the boundary lines of the described parcel Real Property and the buildings and, in the case of land (1) shall not be irrigation and drainage facilities, are installed in violation of applicable setback requirements, zoning laws, and ordinancesor connected to the vineyards situated thereon, (2ii) shall not encroach on any easement which may burden connected and operating pursuant to valid Authorizations, (iii) adequate to service the land, Real Property and described parcel of land not serve any adjoining property for any purpose inconsistent to permit compliance with all Property Laws and the use present usage of the landReal Property by the Business, and (3iv) shall are connected to the Real Property by means of one or more Appurtenant Easements. To the Knowledge of Member, neither the Real Property (including the Improvements) nor the Utilities Facilities encroach on the property of others or rely on any facilities located on other property not be located within any flood plain or be included in any wetlands or be subject to any similar type restriction Appurtenant Easements. To the Knowledge of Member, all of the Utilities Facilities not located on the Real Property are situate within and comply at all times with the provisions of the Appurtenant Easements. (d) All Improvements are (i) in good working order and repair (ordinary wear and tear excepted) and (ii) suitable for which any permits or licenses necessary to the use thereof shall have not been obtained; andpresently being made of such Improvements by the Business. (e) The Owned Facilities shall abut and have direct vehicular access Member has not committed or obligated itself in any manner whatsoever to a public roadsell, direct access transfer or lease any Real Property to an operational railroad spurany Person, or have vehicular access otherwise encumber any Real Property, other than as contemplated by this Agreement. (f) Member has not caused any work or improvements to be performed upon or made to the Real Property for which there remains outstanding any material payment obligation that could result in the imposition of any Lien on the Real Property. (g) There are no eminent domain, condemnation or similar proceedings pending or, to Member’s Knowledge, threatened in writing against the Real Property which might materially detract from the value, materially interfere with any present or intended use or materially adversely affect the marketability of the Real Property. (h) The Real Property, and its continued use and operation in the same manner as on the JV Date, does not constitute a public road via nonconforming use under any Property Law. (i) Member has not received notice of any pending or proposed change in the zoning or any special use permit of the Real Property or any proposal for a permanentnew special assessment district including the Real Property. To Member’s Knowledge, irrevocablethe transfer of ownership of the Real Property to the Company will not result in a change of the zoning or any special use permit applicable to the Real Property or require any alterations or improvements to the Real Property in order to maintain compliance with any zoning requirement or any special use permit. (j) To Member’s Knowledge, appurtenant easement benefitting no part of the Owned FacilitiesReal Property is situated in a “Special Flood Hazard Area,” as set forth on a Federal Emergency Management Agency Flood Insurance Rate Map or Flood Hazard Boundary Map. (k) Notwithstanding anything to the contrary in this Section 4.10, Member makes no representation as to any matter relating to the title to, encumbrances upon or restrictions upon the use and occupancy of, the Real Property to the extent that such matter is affirmatively insured under the title insurance policy referred to in Section 4.8.

Real Property. (i) Schedule 2.24(h)(i) sets forth an accurate and complete list and a brief description of all real property owned by the Company (the "Owned Real Property") indicating whether MP Owosso or MP Ohio is the sole owner thereof, and such Owned Real Property, including the buildings and improvements thereon, is in good repair and operating condition, ordinary wear and tear excepted. The Company has free and complete access to and over public streets for ingress and egress to and from the Owned Real Property. Except for the Mortgage (as set forth defined on Schedules 2.1(a) Schedule 2.12(a), which Mortgage will be released on or prior to the Closing, the Company has, and 8.1on the Closing Date the Company will have good, with respect marketable, insurable and indefeasible fee simple title to the Owned Facilities: (a) RII Sub shall receive good and marketable title by general warranty deed for the Owned Facilities in proper form for recording in the State of North Carolina; (b) The Owned Facilities shall be Real Property, free and clear of any Security Interestall Liens, easementconditions, covenant, exceptions or other restrictionreservations, except easements for installments of special assessments not yet delinquent utilities and recorded easementsfor conditions, covenants, matters shown by the Survey attached as Schedule 8.2 exceptions and other restrictions reservations which do not impair adversely affect the current Company's operations. There are no adverse rights of third parties or other parties in possession of all or any part of the Owned Real Property. Except for the option granted in Section 9.18 of this Agreement, no party has been granted any license, lease, option to purchase or other right relating to the use or occupancypossession of all or part of the Owned Real Property. The Company and Seller have not received notice of, and have no other Knowledge of information of, any pending or contemplated change in any regulation or prior restriction applicable to the marketability of titleOwned Real Property, of the property subject thereto; (c) There shall not be any pending or threatened condemnation proceedingsjudicial or administrative action, lawsuitsof any action pending or threatened by adjacent landowners or other persons, or administrative actions any pending or contemplated condemnation or together governmental action, any of which could result any type relating to the Owned Facilities, or other matters affecting adversely the current use, or occupancy thereof, including unpaid tap fees, contemplated special assessments or zoning changes; (d) The legal description for the Owned Facilities contained material change in the deed therefor shall describe the real property forming condition of all or a part of the Owned Facilities fully Real Property. All utilities that are required for the full and adequatelycomplete use of and operation of the Owned Real Property, including without limitation, electricity, natural gas, sanitary sewers, storm sewers and drainage, water, telephones and similar systems, are at the Owned Real Property and in operating condition and in a state of maintenance and repair appropriate for the use there of in the ordinary and usual course of business by the Company, all easements or license encumbering the Owned Real Property which will be required in connection with such utilities have been granted. The use made of the Owned Real Property and the Leased Real Property by the Company in the ordinary course of business (the "Use") is a use allowed by right, without the requirement of a variance under applicable zoning, building and improvements located within the boundary lines of the described parcel of land (1) shall not be in violation of applicable setback requirements, zoning laws, fire laws and ordinances, and any other agreements affecting such properties, including without limitation any restrictive covenants (2) shall not other than that restrictive covenant referred to in Section 9.17 of this Agreement, and all consents, licenses, permits, approval and certificates required for the Use have been issued to and paid for by the Company and are in full force and effect. There are no improvements that encroach on any easement to the Owned Real Property or that protrude from the Owned Real Property on to adjacent property. (ii) Schedule 2.24(h)(ii) sets forth an accurate and complete list and a brief description of all real property currently leased by the Company (the "Leased Real Property") and the Company has made available to Buyer accurate and complete copies of the leases and subleases for all such Leased Real Property, all of which may burden are listed on Schedule 2.24(h)(ii). With respect to each such lease and sublease: (A) it is a legal, valid, binding and enforceable obligation of the landCompany and, to the Knowledge of the Company and Seller, the other party thereto, and described parcel of land is in full force and effect, and will continue in full force and effect on identical terms immediately following the Closing; (B) the Company has not serve violated in any adjoining property for any purpose inconsistent with material respects the use terms thereof and is not in default thereunder; (C) to the Knowledge of the landCompany and Seller, and no other party thereto is in default under any such lease or sublease; (3D) shall not be located within no party has repudiated any flood plain or be included provision thereof in any wetlands or be subject to any similar type restriction for which any permits or licenses necessary a writing delivered to the use thereof shall have not been obtainedCompany; and (eE) The Owned Facilities shall abut and have direct vehicular access to a public roadthere are no material disputes, direct access to an operational railroad spuroral agreements, or forbearance programs in effect with respect thereto. (iii) Except as set forth in Schedule 2.24(h)(iii), the Company has not received any notice of (A) any requirements by any insurance company that has issued a policy covering any part of the Company's Owned Real Property and/or Leased Real Property by any board of fire underwriters or other body exercising similar functions, requiring any material repairs or work to be done on any part of any of such Owned Real Property and/or Leased Real Property, or (B) any defects or inadequacies in, on or about any part of the Company's Owned Real Property and/or Leased Real Property that would, if not corrected, result in the termination of insurance coverage or a material increase in the cost thereof, and which, in either case, remains outstanding, except for any requirement, defect or inadequacy, the existence of which is not reasonably likely to have vehicular access to a Material Adverse Effect on the Company. To the Knowledge of the Company and Seller, all public road via a permanentutilities, irrevocableincluding water, appurtenant easement benefitting electric sewage or subsurface disposal systems, required for the normal operation of the business of the Company as currently conducted, connect into the Company's Owned Real Property and/or Leased Real Property through adjoining public highways or, if they pass through adjoining private land, do so in all material respects in accordance with valid permits and licenses, all installation and connection charges due and payable with respect thereto have been paid in full or provided for and all such utilities are sufficient in all material respects for the operation of the Company's business as currently conducted and for the use and enjoyment of the Owned FacilitiesReal Property and the Leased Real Property. (iv) There are no pending or, to the Knowledge of the Company and Seller, threatened condemnation, compulsory acquisition, expropriation, or similar proceedings that would affect all or any portion of the Company's Owned Real Property or Leased Real Property, except for any such condemnation, acquisition, expropriation or other proceeding which is not reasonably likely to have a Material Adverse Effect on the Company, or the use, operation and enjoyment of the Owned Real Property and the Leased Real Property. As of the Closing Date, no material assessments for public improvements will have been made against any of the Company's Owned Real Property or Leased Real Property which will not have been paid in full, except for any such assessments the validity of which are contested in good faith by means of appropriate proceedings. To the Knowledge of the Company and Seller, all utilities necessary or desirable for the full and complete occupancy and Use of the Owned Real Property and the Leased Real Property have been connected and are in good operating order, and all charges therefore, including "tie in" charges have been fully paid. To the Knowledge of the Company and Seller, no ordinance authorizing the improvements, the cost of which would be assessed against any of the Company's Owned Real Property or Leased Real Property is pending or proposed, except for any such ordinance the existence of which would not result in a Material Adverse Effect on the Company.

Real Property. Except as set forth on Schedules 2.1(a(a) Schedule 3.15(a) lists and 8.1, with describes briefly all real property that the Company owns. With respect to the Owned Facilitieseach such parcel of owned real property: (ai) RII Sub shall receive the identified owner has good and marketable title by general warranty deed for to the Owned Facilities in proper form for recording in the State parcel of North Carolina; (b) The Owned Facilities shall be real property, free and clear of any Security Interest, easement, covenant, or other restriction, except for installments of special assessments not yet delinquent and recorded easements, covenants, matters shown by the Survey attached as Schedule 8.2 and other restrictions which do not impair the current use use, occupancy, or occupancyvalue, or the marketability of titletitle (indefeasible title in Texas), of the property subject thereto; (cii) There shall not be there are no pending or threatened condemnation proceedings, lawsuits, or administrative actions of any type relating to the Owned Facilities, property or other matters affecting materially and adversely the current use, occupancy, or occupancy value thereof, including unpaid tap fees, contemplated special assessments or zoning changes; (diii) The the legal description for the Owned Facilities parcel contained in the deed therefor shall describe the real property forming a part of the Owned Facilities thereof describes such parcel fully and adequately. The building , the buildings and improvements are located within the boundary lines of the described parcel parcels of land (1) shall land, are not be in violation of applicable setback requirements, zoning laws, and ordinancesordinances (and none of the properties or buildings or improvements thereon are subject to "permitted non-conforming use" or "permitted non-conforming structure" classifications), (2) shall and do not encroach on any easement which may burden the land, and described parcel of the land does not serve any adjoining property for any purpose inconsistent with the use of the land, and (3) shall the property is not be located within any flood plain or be included in any wetlands or be subject to any similar type restriction for which any permits or licenses necessary to the use thereof shall have not been obtained; (iv) all facilities have received all approvals of governmental authorities (including licenses and permits) required in connection with the ownership or operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations; (v) there are no leases, subleases, licenses, concessions, or other agreements, written or oral, granting to any party or parties the right of use or occupancy of any portion of the parcel of real property; (vi) there are no outstanding options or rights of first refusal to purchase the parcel of real property, or any portion thereof or interest therein; (vii) there are no parties (other than the Company) in possession of the parcel of real property, other than tenants under any leases disclosed in Schedule 3.15 (a) who are in possession of space to which they are entitled; and (eviii) The Owned Facilities shall abut all facilities located on the parcel of real property are supplied with utilities and have direct vehicular access to a other services necessary for the operation of such facilities, including gas, electricity, water, telephone, sanitary sewer, and storm sewer, all of which services are adequate in accordance with all applicable laws, ordinances, rules, and regulations and are provided via public road, direct access to an operational railroad spur, roads or have vehicular access to a public road via a permanent, irrevocable, appurtenant easement benefitting easements benefiting the Owned Facilitiesparcel of real property. (b) Schedule 3.15(b) lists and describes briefly all real property leased or subleased to the Company. The Company has delivered to the Parent correct and complete copies of the leases and subleases listed in Schedule 3.15(b). With respect to each lease and sublease listed in Schedule 3.15(b): (i) the lease or sublease is legal, valid, binding, enforceable, and in full force and effect; (ii) the lease or sublease will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated hereby; (iii) no party to the lease or sublease is in breach or default, and no event has occurred which, with notice or lapse of time, would constitute a breach or default or permit termination, modification, or acceleration thereunder; (iv) no party to the lease or sublease has repudiated any provision thereof; (v) there are no disputes, oral agreements, or forbearance programs in effect as to the lease or sublease; (vi) The Company has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the leasehold or subleasehold; (vii) all facilities leased or subleased thereunder have received all approvals of governmental authorities (including licenses and permits) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations; and (viii) all facilities leased or subleased thereunder are supplied with utilities and other services necessary for the operation of said facilities.

Real Property. Except as set Schedule 2.1(b) sets forth on Schedules 2.1(a) a list and 8.1-------------- description of all Leased Real Property, and is true, complete and accurate in all respects. There is no Owned Real Property owned or used by Seller in connection with respect the Business. Seller is holding, or shall hold at Closing, the leasehold interests to the Owned Facilities: (a) RII Sub shall receive good and marketable title by general warranty deed for the Owned Facilities all Leased Real Property, including any Leased Real Property hereafter acquired, in proper form for recording in the State of North Carolina; (b) The Owned Facilities shall be each case free and clear of any Security Interest, easement, covenant, or other restrictionLiens, except for installments Permitted Liens. At the Closing, Seller shall have and shall transfer to Buyer its leasehold interests in and to all Leased Real Property, free and clear of any and all Liens (except for Permitted Liens). There are not pending or, to the best of Seller's knowledge, threatened, any condemnation actions or special assessments or any pending proceedings for changes in the zoning with respect to such Real Property or any part thereof and Seller has not yet delinquent and recorded easementsreceived any notice of the desire of any public authority or other entity to take or use any Real Property or any part thereof. To Seller's knowledge, covenants, matters shown by there is no material defect in any of the Survey attached as Schedule 8.2 and other restrictions structures on the Real Property which do not impair would interfere with the current use of such structures or occupancyBuyer's ability to utilize such structures in substantially the same manner in which they are currently used by Seller. Each parcel of Real Property has access to all public roads, utilities, and other services necessary for the operation of the relevant System with respect to such parcel and except for the absence of various easements, apartment access agreements and/or commercial service agreements permitting Seller to locate cable on real property owned by third parties which individually or in the aggregate does not and will not have a material adverse effect on any of the Assets, the operation of any System or the marketability financial condition or business of titleany System, Seller has complied with or otherwise resolved to the satisfaction of the property relevant Government Authority, all notices or orders to correct violations of Legal Requirements issued by any Governmental Authority having jurisdiction against or affecting any of the Real Property. All leases and subleases pursuant to which any of the Real Property is occupied or used are set forth on Schedule 2.1(b) and such leases and subleases are valid, subsisting, -------------- binding and enforceable in accordance with their respective terms and there are no existing defaults thereunder or events that with notice or lapse of time or both would constitute defaults thereunder. Seller has not nor, to the best of Seller's knowledge, has any other party to any contract, lease or sublease relating to any Leased Real Property given or received notice of termination, and, to the best of Seller's knowledge, subject thereto; (c) There shall not be pending or threatened condemnation proceedings, lawsuits, or administrative actions to the receipt of any type Required Consents, the consummation of the transactions contemplated by this Agreement will not result in any such termination. Subject to the receipt of Required Consents, Seller is not nor will it be, as a result of the transactions contemplated by this Agreement, with the giving of notice or the passage of time or both, in breach of any provision of any contract, lease or sublease relating to any Real Property. All easements, rights-of-way and other rights which are necessary for Seller's current use of any Real Property are valid and in full force and effect, and Seller has not received any notice with respect to the Owned Facilitiestermination or breach of any of such easements, rights-of-way or other matters affecting adversely the current use, or occupancy thereof, including unpaid tap fees, contemplated special assessments or zoning changes; (d) The legal description for the Owned Facilities contained in the deed therefor shall describe the real property forming a part of the Owned Facilities fully and adequately. The building and improvements located within the boundary lines of the described parcel of land (1) shall not be in violation of applicable setback requirements, zoning laws, and ordinances, (2) shall not encroach on any easement which may burden the land, and described parcel of land not serve any adjoining property for any purpose inconsistent with the use of the land, and (3) shall not be located within any flood plain or be included in any wetlands or be subject to any similar type restriction for which any permits or licenses necessary to the use thereof shall have not been obtained; and (e) The Owned Facilities shall abut and have direct vehicular access to a public road, direct access to an operational railroad spur, or have vehicular access to a public road via a permanent, irrevocable, appurtenant easement benefitting the Owned Facilitiesrights.

Real Property. Except as (a) Schedule 5.13 sets forth a list of all real property owned, leased, ------------- occupied or used by the Subsidiaries (the "Real Property"). All title documents, leases and subleases pursuant to which any of the Real Property is owned, occupied or used are set forth on Schedules 2.1(a) Schedule 5.13 and 8.1such titles, leases and subleases are valid, subsisting, binding and enforceable against the LLC or the Subsidiaries, as applicable, in accordance with respect their respective terms, and there are no existing breaches of a material provision thereof or defaults thereunder by the LLC or the Subsidiaries, as applicable, or to the Owned Facilities: (a) RII Sub shall receive good Knowledge of the LLC any other parties thereto, or events that with notice or lapse of time or both would constitute defaults thereunder by the LLC or the Subsidiaries, as applicable, and marketable title by general warranty deed for the Owned Facilities in proper form for recording in the State no party under any such contract, lease or sublease has given or received a written notice of North Carolina;termination thereunder. (b) The Owned Facilities shall be free All Real Property is appropriately zoned under the applicable zoning ordinances of the city, county and clear state in which such the Real Property is located for current use and its intended use. To the Knowledge of any Security Interestthe LLC, easementthere are no proceedings pending or threatened that could or would cause the change, covenantredefinition, or other restrictionmodification of the zoning classification, except for installments or of special assessments not yet delinquent and recorded easementsother legal requirements applicable to the Real Property or any part thereof, covenantsor any property adjacent to the Real Property, matters shown by the Survey attached as Schedule 8.2 and other restrictions which do not or any moratorium that could or would in any way impair the current use or occupancy, or the marketability of title, of the property subject thereto;Real Property for the operation of apartment complexes. (c) All Real Property that has been constructed, is occupied or has been made available for occupancy is and has been used and operated in compliance in all material respects with the zoning, building, health, toxic and hazardous waste, environmental and other laws, codes, ordinances, regulations, orders and requirements of any Governmental Authority having jurisdiction thereof; and all certificates, licenses, permits, authorizations, consents and approvals required by any such Governmental Authority for the continued use, occupancy and operation of the Real Property have been obtained, except for those the failure to obtain would not have a Material Adverse Effect on the LLC or any of the Subsidiaries. (d) All improvements located on the Real Property are in good working order and repair (ordinary wear and tear excepted), free from patent defects and have been completed in all material respects in accordance with all applicable zoning, building, fire, health, pollution, subdivision, environmental protection, waste disposal and other governmental laws, ordinances, codes and regulations. (e) All work done or materials furnished by or on behalf of the Subsidiaries for construction of or repairs to the improvements located on the Real Property have been paid for in full and there are no claims, existing or otherwise, or rights to claims for, mechanics', materialmen's or vendors liens with respect to any of the Real Property. (f) No tenant has paid rent in advance for more than a month and, except as presented in the Rent Roll, no party has any right to rent-free occupancy or rent reductions or concessions. No tenant is in default under their lease (as to rent or otherwise), except for such defaults which would not individually or in the aggregate have a Material Adverse Effect on any of the Subsidiaries. Each lease is in full force and effect, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium or other laws affecting the enforcement of creditors' rights generally, and the application of equitable principles (whether considered in a proceeding at law or in equity. The landlord under the leases is not required to render any services to any tenant except as specifically provided in the leases. There shall not be are no parties in possession of the Real Property or entitled to possession thereof other than the Subsidiaries and tenants under the leases listed on Schedule 5.13. (g) Neither the LLC nor the Subsidiaries has received any notice or has Knowledge of any pending or threatened condemnation proceedings, lawsuits, or administrative actions eminent domain proceedings which would affect any of any type relating to the Owned Facilities, or other matters affecting adversely the current use, or occupancy thereof, including unpaid tap fees, contemplated special assessments or zoning changes;Real Property. (dh) The Real Property has adequate legal description for the Owned Facilities contained in the deed therefor shall describe the real property forming a part of the Owned Facilities fully access to public roads and adequately. The building all buildings and other improvements are located entirely within the boundary lines of the described parcel of land (1) shall not be in violation of applicable setback requirements, zoning laws, Real Property. There are no encroachments on the Real Property and ordinances, (2) shall not encroach on any easement which may burden the land, and described parcel of land not serve any adjoining property for any purpose inconsistent with the use no portion of the land, and (3) shall not be Real Property is located within any flood plain Special Flood Hazard Area designated by the U.S. Department of Housing and Urban Development, or be included in any wetlands area similarly designated by any other Governmental Authority having jurisdiction thereof. (i) To the Knowledge of the LLC, there are no unpaid special assessments affecting the Real Property and notice has not been received of any special improvements to be made for the benefit of any of the Real Property or be requiring the construction of or repairs to any public rights of way contiguous to any of the Real Property. (j) To the Knowledge of the LLC, (i) there are no "hazardous substances" (as defined in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C. (S)(S)9601 et seq., as amended) at the Real Property; (ii) there has been no release or threat of release of any such hazardous substance; (iii) the Real Property is not subject to regulation by any similar type restriction for Governmental Authority as a result of the presence of (A) stored, leaked or spilled petroleum products, (B) underground storage tanks, (C) an accumulation of rubbish, debris or other solid waste, or because of the presence, release, threat of release, discharge, storage, treatment, generation or disposal of any "hazardous waste" (as defined in the Resource Conservation and Recovery Act, 42 U.S.C. (S)6901 et. seq., as amended), or "toxic substance" (as defined in the Toxic Substance Control Act, 15 U.S.C. (S)2601 et seq., as amended), including without limitation asbestos and items or equipment containing polychlorinated biphenyls (PCBs) in excess of 50 parts per million; (iv) no environmental conditions exist on the Real Property that either (X) requires the owner to report such condition to any authority or agency of the states in which the Real Property is located or (Y) requires the owner of the Real Property to make a notation of such condition in any permits public records or licenses necessary conveyancing instrument upon the conveyance of the Real Property; and (v) no condition exists that is or may be characterized by any Governmental Authority as an actual or potential danger to the use thereof shall have not been obtained; andenvironment or public health. (ek) The Owned Facilities shall abut To the Knowledge of the LLC, there are no material patent or latent defects in the Real Property or any part thereof. (l) Each Subsidiary owns fee simple title to its respective Real Property, free and clear of all Liens, except Permitted Liens and free and clear of encumbrances and other matters of title except as shown on Schedule 5.13(1). ---------------- (m) There are no pending litigation actions, suits, proceedings or claims with respect to any aspect of the Real Property nor, to the Knowledge of the LLC, have direct vehicular access any such actions, suits, proceedings or claims been threatened or asserted. (n) All utilities (including, without limitation, water, storm and sanitary sewer, gas, electricity and telephone) are available on the Real Property through private easements or dedicated public easements in capacities sufficient to a serve and operate each project. Private drives located upon the Real Property and appurtenant easements have been completed and connect to public road, direct access to an operational railroad spur, or have vehicular access to a public road via a permanent, irrevocable, appurtenant easement benefitting the Owned Facilitiesroads.

Real Property. (a) The Company does not own, and has never owned, any real property. (b) Schedule 2.13(b) attached hereto sets forth a list of all leases, licenses, or similar agreements relating to the Company’s use or occupancy of real estate owned by a third party (the “Leases”), true, correct and complete copies (including all amendments) of which have previously been furnished to Buyer. Schedule 2.13(b) sets forth (i) the lessor and lessee thereof and the commencement date, term, and renewal rights under each of the Leases, and (ii) the street address of each property covered thereby (the “Leased Premises”). The Leases and all guaranties with respect thereto are in full force and effect and have not been amended in writing or otherwise, and the Company is not and, to the Knowledge of the Company, no other party thereto is in default or breach under any material provision of any such Lease. To the Knowledge of the Company, no event has occurred that, with the passage of time or the giving of notice or both, would cause a breach of or default under any material provision of such Leases. The Company has not received notice of and, to the Knowledge of the Company, there are no events or conditions that could give rise to, any claimed abatements, offsets, defenses, or other bases for relief or adjustment. (c) Except as set forth on Schedules 2.1(aSchedule 2.13(c) and 8.1, with respect to attached hereto: (i) the Owned Facilities: (a) RII Sub shall receive good and marketable title by general warranty deed for the Owned Facilities in proper form for recording Company has a valid leasehold interest in the State of North Carolina; (b) The Owned Facilities shall be Leased Premises, free and clear of any Security Interest, easement, covenant, or other restriction, except for installments and all Liens; (ii) the portions of special assessments not yet delinquent and recorded easements, covenants, matters shown the buildings located on the Leased Premises that are Used by the Survey attached Company are each in good repair and condition, normal wear and tear excepted, and are sufficient for the conduct of the Company’s business as Schedule 8.2 and other restrictions which do not impair currently conducted; (iii) each of the Leased Premises (A) has direct access to satisfy the current use or occupancy, or the marketability of title, transportation requirements of the property subject thereto; (c) There shall not be pending or threatened condemnation proceedings, lawsuits, or administrative actions of any type relating to the Owned Facilities, or other matters affecting adversely the current use, or occupancy thereof, including unpaid tap fees, contemplated special assessments or zoning changes; (d) The legal description for the Owned Facilities contained in the deed therefor shall describe the real property forming a part of the Owned Facilities fully and adequately. The building and improvements located within the boundary lines of the described parcel of land (1) shall not be in violation of applicable setback requirements, zoning laws, and ordinances, (2) shall not encroach on any easement which may burden the land, and described parcel of land not serve any adjoining property for any purpose inconsistent with the use of the landCompany, and (3B) shall is served by all utilities in such quantity and quality as are necessary and sufficient to satisfy the current normal business activities conducted at such location; and (iv) the Company has not be located within received notice of any flood plain condemnation, eminent domain, or be included in similar proceeding affecting any wetlands portion of the Leased Premises or be subject to any similar type restriction for which any permits or licenses necessary access thereto, and, to the use thereof shall have not been obtained; and (e) Knowledge of the Company, no such proceedings are contemplated or threatened. The Owned Facilities shall abut Leased Premises constitute all of the Company’s interests in real property and have direct vehicular access to a public road, direct access to an operational railroad spur, or have vehicular access to a public road via a permanent, irrevocable, appurtenant easement benefitting constitute all interests in real property that are necessary for the Owned Facilitiescontinued operation of the business of the Company as the business is currently conducted.

Real Property. (a) Schedule 3.9(a) lists all real property owned by the Transferred Entities (the real property so listed, together with the Transferred Owned Real Property, the “Owned Real Property”). Except as set forth on Schedules 2.1(a) and 8.1in Schedule 3.9(a), as of the date of this Agreement, with respect to each Owned Real Property: (i) a Seller or Transferred Entity, as applicable, holds fee simple title or its equivalent to such Owned Real Property, free and clear of all Encumbrances, except Permitted Encumbrances, (ii) other than the right of Purchaser pursuant to this Agreement, there are no outstanding options, rights of first offer or rights of first refusal to purchase such Owned Real Property or any portion thereof or interest therein, (iii) neither Sellers nor the Transferred Entities are a party to any agreement or option to purchase any real property or interest therein, (iv) to the Knowledge of Sellers, there is no material violation of any Law (including, without limitation, any building, planning or zoning law) relating to the applicable Owned Real Property or the use, operation or maintenance of the applicable Owned Real Property for the purpose of carrying on the Business presently conducted and none of the Owned Facilities: (a) RII Sub shall receive good and marketable title by general warranty deed Real Property, nor the use, operation or maintenance for the purpose of carrying on the Business as presently conducted encroaches on any property owned by any other Persons, (v) there are no condemnation proceedings, expropriation proceedings or eminent domain proceedings of any kind pending or, to the Knowledge of Sellers, threatened in writing against the Owned Facilities Real Property, (vi) no improvements on the Owned Real Property and none of the current uses and conditions thereof violate in proper form for recording any material respect any deed restrictions or other covenants, restrictions, agreements, existing site plan approvals, zoning or subdivision regulations or urban redevelopment plans as modified by any duly issued variances and (vii) there are no written or, to the Knowledge of Sellers, oral agreements, contracts, leases, warranties or other documents affecting the Owned Real Property that will, from and after the Closing, in any way be binding upon the Purchaser, the Transferred Entities or the Owned Real Property and create any material monetary or other material obligations to be borne by the Sellers or the Purchaser which will result in any material Encumbrance or claim against the Sellers or the Purchaser or the Owned Real Property other than those entered into in the State ordinary course of North Carolina;business for the operation and maintenance of the Owned Real Property. Except as set forth in Schedule 3.9(a), there is no real property owned by the Sellers and primarily used or held for use in the Business that is not Owned Real Property. (b) The Owned Facilities shall be free Schedule 3.9(b) lists all leases, subleases, licenses and clear other occupancy agreements of real property to the Transferred Entities (the agreements so listed, the “Real Property Leases”), and Sellers have delivered or made available to Purchaser a true and complete copy of each Real Property Lease. Except as otherwise indicated in Schedule 3.9(b), as of the date of this Agreement: (i) each such Real Property Lease is in full force and effect, and, neither Sellers nor any Transferred Entity nor, to the Knowledge of Sellers, any other party to any Real Property Lease is in material breach of or default thereunder, or has since January 1, 2011 given written notice of material breach, default or termination to any other party thereunder; (ii) to the Knowledge of Sellers, no condition exists which with notice or lapse of time or both would constitute a material breach by any Seller or Transferred Entity of or default by any Seller or Transferred Entity under any Real Property Lease; (iii) no Consent is required under any Real Property Lease in order to consummate the transactions contemplated hereby; (iv) there are no Encumbrances on the estate or interest created by any such Real Property Leases; (v) no Real Property Lease has been assigned or subleased; and (vi) no Affiliate of the Sellers is the owner or lessor of any Security Interestproperty leased, easement, covenant, subleased or other restriction, except for installments of special assessments not yet delinquent and recorded easements, covenants, matters shown by the Survey attached as Schedule 8.2 and other restrictions which do not impair the current use or occupancy, or the marketability of title, of the property subject thereto; (c) There shall not be pending or threatened condemnation proceedings, lawsuits, or administrative actions of any type relating licensed pursuant to the Owned Facilities, or other matters affecting adversely the current use, or occupancy thereof, including unpaid tap fees, contemplated special assessments or zoning changes; (d) The legal description for the Owned Facilities contained in the deed therefor shall describe the real property forming a part of the Owned Facilities fully and adequately. The building and improvements located within the boundary lines of the described parcel of land (1) shall not be in violation of applicable setback requirements, zoning laws, and ordinances, (2) shall not encroach on any easement which may burden the land, and described parcel of land not serve any adjoining property for any purpose inconsistent with the use of the land, and (3) shall not be located within any flood plain or be included in any wetlands or be subject to any similar type restriction for which any permits or licenses necessary to the use thereof shall have not been obtained; and (e) The Owned Facilities shall abut and have direct vehicular access to a public road, direct access to an operational railroad spur, or have vehicular access to a public road via a permanent, irrevocable, appurtenant easement benefitting the Owned FacilitiesReal Property Leases.

Real Property. Except as (a) Schedule 5.13 sets forth a list of all real property owned, ------------- leased, occupied or used by the Subsidiary (the "Real Property"). All title documents, leases and subleases pursuant to which any of the Real Property is owned, occupied or used are set forth on Schedules 2.1(a) Schedule 5.13 and 8.1such titles, leases and subleases are valid, subsisting, binding and enforceable against the LLC or the Subsidiary, as applicable, in accordance with respect their respective terms, and there are no existing breaches of a material provision thereof or defaults thereunder by the LLC or the Subsidiary, as applicable, or to the Owned Facilities: (a) RII Sub shall receive good Knowledge of the LLC any other parties thereto, or events that with notice or lapse of time or both would constitute defaults thereunder by the LLC or the Subsidiary, as applicable, and marketable title by general warranty deed for the Owned Facilities in proper form for recording in the State no party under any such contract, lease or sublease has given or received a written notice of North Carolina;termination thereunder. (b) The Owned Facilities shall be free All Real Property is appropriately zoned under the applicable zoning ordinances of the city, county and clear state in which such the Real Property is located for current use and its intended use. To the Knowledge of any Security Interestthe LLC, easementthere are no proceedings pending or threatened that could or would cause the change, covenantredefinition, or other restrictionmodification of the zoning classification, except for installments or of special assessments not yet delinquent and recorded easementsother legal requirements applicable to the Real Property or any part thereof, covenantsor any property adjacent to the Real Property, matters shown by the Survey attached as Schedule 8.2 and other restrictions which do not or any moratorium that could or would in any way impair the current use or occupancy, or the marketability of title, of the property subject thereto;Real Property for the operation of apartment complexes. (c) All Real Property that has been constructed, is occupied or has been made available for occupancy is and has been used and operated in compliance in all material respects with the zoning, building, health, toxic and hazardous waste, environmental and other laws, codes, ordinances, regulations, orders and requirements of any Governmental Authority having jurisdiction thereof; and all certificates, licenses, permits, authorizations, consents and approvals required by any such Governmental Authority for the continued use, occupancy and operation of the Real Property have been obtained, except for those the failure to obtain would not have a Material Adverse Effect on the LLC or the Subsidiary. (d) All improvements located on the Real Property are in good working order and repair (ordinary wear and tear excepted), free from patent defects and have been completed in all material respects in accordance with all applicable zoning, building, fire, health, pollution, subdivision, environmental protection, waste disposal and other governmental laws, ordinances, codes and regulations. (e) All work done or materials furnished by or on behalf of the Subsidiary for construction of or repairs to the improvements located on the Real Property have been paid for in full and there are no claims, existing or otherwise, or rights to claims for, mechanics', materialmen's or vendors liens with respect to any of the Real Property. (f) No tenant has paid rent in advance for more than a month and, except as presented in the Rent Roll, no party has any right to rent-free occupancy or rent reductions or concessions. No tenant is in default under their lease (as to rent or otherwise), except for such defaults which would not individually or in the aggregate have a Material Adverse Effect on the Subsidiary. Each lease is in full force and effect, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium or other laws affecting the enforcement of creditors' rights generally, and the application of equitable principles (whether considered in a proceeding at law or in equity. The landlord under the leases is not required to render any services to any tenant except as specifically provided in the leases. There shall not be are no parties in possession of the Real Property or entitled to possession thereof other than the Subsidiary and tenants under the leases listed on Schedule 5.13. (g) Neither the LLC nor the Subsidiary has received any notice or has Knowledge of any pending or threatened condemnation proceedings, lawsuits, or administrative actions eminent domain proceedings which would affect any of any type relating to the Owned Facilities, or other matters affecting adversely the current use, or occupancy thereof, including unpaid tap fees, contemplated special assessments or zoning changes;Real Property. (dh) The Real Property has adequate legal description for the Owned Facilities contained in the deed therefor shall describe the real property forming a part of the Owned Facilities fully access to public roads and adequately. The building all buildings and other improvements are located entirely within the boundary lines of the described parcel of land (1) shall not be in violation of applicable setback requirements, zoning laws, Real Property. There are no encroachments on the Real Property and ordinances, (2) shall not encroach on any easement which may burden the land, and described parcel of land not serve any adjoining property for any purpose inconsistent with the use no portion of the land, and (3) shall not be Real Property is located within any flood plain Special Flood Hazard Area designated by the U.S. Department of Housing and Urban Development, or be included in any wetlands area similarly designated by any other Governmental Authority having jurisdiction thereof. (i) To the Knowledge of the LLC, there are no unpaid special assessments affecting the Real Property and notice has not been received of any special improvements to be made for the benefit of any of the Real Property or be requiring the construction of or repairs to any public rights of way contiguous to any of the Real Property. (j) To the Knowledge of the LLC, (i) there are no "hazardous substances" (as defined in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C. (S)(S)9601 et seq., as amended) at the Real Property; (ii) there has been no release or threat of release of any such hazardous substance; (iii) the Real Property is not subject to regulation by any similar type restriction for Governmental Authority as a result of the presence of (A) stored, leaked or spilled petroleum products, (B) underground storage tanks, (C) an accumulation of rubbish, debris or other solid waste, or because of the presence, release, threat of release, discharge, storage, treatment, generation or disposal of any "hazardous waste" (as defined in the Resource Conservation and Recovery Act, 42 U.S.C. (S)6901 et. seq., as amended), or "toxic substance" (as defined in the Toxic Substance Control Act, 15 U.S.C. (S)2601 et seq., as amended), including without limitation asbestos and items or equipment containing polychlorinated biphenyls (PCBs) in excess of 50 parts per million; (iv) no environmental conditions exist on the Real Property that either (X) requires the owner to report such condition to any authority or agency of the states in which the Real Property is located or (Y) requires the owner of the Real Property to make a notation of such condition in any permits public records or licenses necessary conveyancing instrument upon the conveyance of the Real Property; and (v) no condition exists that is or may be characterized by any Governmental Authority as an actual or potential danger to the use thereof shall have not been obtained; andenvironment or public health. (ek) To the Knowledge of the LLC, there are no material patent or latent defects in the Real Property or any part thereof. (l) The Owned Facilities shall abut Subsidiary owns fee simple title to its respective Real Property, free and clear of all Liens, except Permitted Liens and free and clear of encumbrances and other matters of title except as shown on Schedule 5.13(1). ---------------- (m) There are no pending litigation actions, suits, proceedings or claims with respect to any aspect of the Real Property nor, to the Knowledge of the LLC, have direct vehicular access any such actions, suits, proceedings or claims been threatened or asserted. (n) All utilities (including, without limitation, water, storm and sanitary sewer, gas, electricity and telephone) are available on the Real Property through private easements or dedicated public easements in capacities sufficient to a serve and operate each project. Private drives located upon the Real Property and appurtenant easements have been completed and connect to public road, direct access to an operational railroad spur, or have vehicular access to a public road via a permanent, irrevocable, appurtenant easement benefitting the Owned Facilitiesroads.

Real Property. (a) Section 4.9(a) of the Disclosure Letter sets forth the owner, address and description of each real property owned by a Banner Company or for which it holds in The Netherlands a right of superficies (opstalrecht) (the “Owned Real Property”). Except as set forth on Schedules 2.1(aSection 4.9(a) and 8.1of the Disclosure Letter, with respect to the each Owned FacilitiesReal Property: (ai) RII Sub shall receive the Banner Companies have good and marketable title by general warranty fee simple title, free and clear of all Encumbrances, except only for the Permitted Encumbrances, and Seller has made available to Buyer true, correct and complete copies of each deed for each parcel of Owned Real Property and all title insurance policies and surveys issued to or prepared at the request of a Banner Company that relate to the Owned Facilities Real Property; (ii) no Banner Company has leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof; (iii) there are no outstanding options, rights of first offer or rights of first refusal to purchase such Owned Real Property or any portion thereof or interest therein; (iv) to Seller’s Knowledge, all structural elements of the buildings, structures and improvements on the Owned Real Property are in proper form working condition, sufficient for recording in the State current operation of North Carolinathe Owned Real Property and, to Seller’s Knowledge, there are no proceedings instituted or threatened by any Governmental Authority to condemn or acquire the Owned Real Property or any portion thereof, by eminent domain; (v) there are no outstanding material violations of any covenant, condition or restriction affecting such Owned Real Property; and (vi) there exists no default under any mortgage, nor any event which, with notice or lapse of time or both, would constitute a monetary or material non-monetary default thereunder by any party thereto. Seller has delivered or made available to Buyer a true and complete copy of all mortgage loan agreements and any modifications or amendments of such mortgage loan agreements and documents relating to such mortgage loan agreements, affecting each Owned Real Property. (b) The Owned Facilities shall be free Section 4.9(b) of the Disclosure Letter sets forth (i) the address of each real property currently leased or subleased to or by a Banner Company, as lessee or sublessee (the “Leased Real Property”), and clear (ii) a true and complete list of all leases and subleases, and all modifications and amendments of and agreements relating to such leases and subleases (such leases and subleases, as modified and amended, collectively, the “Leases” or individually a “Lease”) for each such Leased Real Property. Seller has delivered or made available to Buyer a true and complete copy of each such Lease. Except as set forth in Section 4.9(b) of the Disclosure Letter, with respect to each of the Leases: (i) such Lease is legal, valid, binding, enforceable and in full force and effect; (ii) the transactions contemplated by this Agreement do not require the consent of any Security Interestother party to such Lease, easementwill not result in a breach of or default under such Lease and will not otherwise cause such Lease to cease to be legal, covenantvalid, binding, enforceable and in full force and effect on identical terms following the Closing; (iii) none of the Banner Companies has assigned any of its Leases or other restrictionany interest in such Leases or sublet any portion of the premises leased to them under such Leases; (iv) to Seller’s Knowledge, except all structural elements of the buildings, structures and improvements on the Leased Real Property are in working condition, sufficient for installments of special assessments not yet delinquent and recorded easements, covenants, matters shown by the Survey attached as Schedule 8.2 and other restrictions which do not impair the current use or occupancy, or the marketability of title, operation of the property subject Leased Real Property and, to Seller’s Knowledge, there are no proceedings instituted or threatened by any Governmental Authority to condemn or acquire the Leased Real Property or any portion thereof, by eminent domain; and (v) to Seller’s Knowledge, there exists no monetary or material non-monetary default under any Lease, nor any event which, with notice or lapse of time or both, would constitute a monetary or material non-monetary default thereunder by any party thereto;. (c) There shall not be pending or threatened condemnation proceedingsTo Seller’s Knowledge, lawsuits, or administrative actions of any type relating to the Owned Facilities, or other matters affecting adversely the current use, or occupancy thereof, including unpaid tap fees, contemplated special assessments or zoning changes; (d) The legal description for the Owned Facilities contained in the deed therefor shall describe the real property forming a part of the Owned Facilities fully and adequately. The building and improvements located within the boundary lines of the described parcel of land (1) shall not be in violation of applicable setback requirements, zoning laws, and ordinances, (2) shall not encroach on any easement which may burden the land, and described parcel of land not serve any adjoining property for any purpose inconsistent with the use all of the land, buildings and (3) shall not be located within any flood plain or be structures used by the Banner Companies in the conduct of the Business are included in any wetlands or be subject to any similar type restriction for which any permits or licenses necessary to the use thereof shall have not been obtained; and (e) The Owned Facilities shall abut and have direct vehicular access to a public road, direct access to an operational railroad spur, or have vehicular access to a public road via a permanent, irrevocable, appurtenant easement benefitting the Owned FacilitiesReal Property or Leased Real Property and the Owned Real Property and use of the Owned Real Property and Leased Real Property conforms with all Legal Requirements.

Real Property. 5.11.1. SCHEDULE 5.11.1 contains a brief description of (a) each parcel of real property owned by an Acquired Company (the "Owned Real Property") (showing the record title holder, legal description and the street address commonly used when describing the Owned Real Property and such other information as is contained thereon) and (b) each option held by an Acquired Company to acquire any real property. Except as set forth in SCHEDULE 5.11.1, each Acquired Company has title in fee simple to all Owned Real Property held of record by such Acquired Company and to all buildings, structures and other improvements thereon, in each case free and clear of all Encumbrances, except for Permitted Encumbrances. Except as set forth on Schedules 2.1(a) SCHEDULE 5.11.1, each Acquired Company has fulfilled and 8.1performed all its obligations in all material respects, and all obligations binding upon any Owned Real Property, under each of the Encumbrances to which any Owned Real Property is subject, and no Acquired Company is in breach or default under, or in violation of or noncompliance with, any such Encumbrances where such breach, default, violation or non-compliance would materially impair the marketability of or materially detract from the value of or materially impair the existing or substantially similar use of, the Owned Real Property affected thereby, and to the Knowledge of Seller, no event has occurred and no condition or state of facts exists which, with the passage of time or the giving of notice or both, would constitute such a breach, default, violation or noncompliance. Except as set forth on SCHEDULE 5.11.1, each Owned Real Property has received all material Governmental Authorizations required in connection with the operation thereof and has been operated and maintained in all material respects in accordance with all Legal Requirements and, to the Knowledge of Seller, all Zoning Legal Requirements. The consummation of the Contemplated Transactions will not result in any material breach or material violation of, material default under or noncompliance with, or any forfeiture or impairment of any material rights under, any Encumbrance to which any Owned Real Property is subject, or require any consent, approval or act of, or the making of any filing with, any Person party to or benefited by or possessing the power or authority to exercise rights or remedies under or with respect to any such Encumbrance. To the Knowledge of Seller, all public utilities currently utilized at each Owned Real Property give adequate service to the Owned Facilities:Real Property, and, except as set forth in SCHEDULE 5.11.1, the Owned Real Property has unlimited access to and from publicly dedicated streets, the responsibility for maintenance of which has been accepted by the appropriate Governmental Body. Complete and correct copies of the following documents, to the extent in Seller's or any Acquired Company's possession, have heretofore been delivered by Seller to Buyer: deeds, instruments evidencing Encumbrances, commitments for the issuance of title insurance, title opinions, surveys, appraisals, and policies of title insurance currently in force. 5.11.2. SCHEDULE 5.11.2 sets forth a list and brief description of each lease or similar agreement (showing the parties thereto, and the location and the legal description (if a legal description was referenced as an exhibit to the respective lease or in any leasehold policy of title insurance) of the real property covered by, and the space occupied under, such lease or other agreement and such other information as is contained thereon) under which (a) RII Sub shall receive good and marketable title an Acquired Company is lessee or sublessee of, or holds, uses or operates, any real property owned by general warranty deed for any third Person (the Owned Facilities in proper form for recording in the State of North Carolina; "Leased Real Property") or (b) The Owned Facilities shall be free and clear an Acquired Company is lessor of any Security Interest, easement, covenant, or other restriction, except for installments of special assessments not yet delinquent and recorded easements, covenants, matters shown by the Survey attached as Schedule 8.2 and other restrictions which do not impair the current use or occupancy, or the marketability of title, of the property subject thereto; (c) There shall not be pending or threatened condemnation proceedings, lawsuits, or administrative actions of any type relating to the Owned Facilities, or other matters affecting adversely the current use, or occupancy thereof, including unpaid tap fees, contemplated special assessments or zoning changes; (d) The legal description for the Owned Facilities contained in the deed therefor shall describe the real property forming a part of the Owned Facilities fully Real Property. Except as set forth in SCHEDULE 5.11.2, each Acquired Company has the right to quiet enjoyment of all the Leased Real Property described in such Schedule for the full term of each such lease or similar agreement (and adequately. The building and improvements located within the boundary lines of the described parcel of land (1any renewal option) shall not be in violation of applicable setback requirements, zoning laws, and ordinances, (2) shall not encroach on any easement which may burden the land, and described parcel of land not serve any adjoining property for any purpose inconsistent with the use of the land, and (3) shall not be located within any flood plain or be included in any wetlands or be subject to any similar type restriction for which any permits or licenses necessary to the use thereof shall have not been obtained; and (e) The Owned Facilities shall abut and have direct vehicular access to a public road, direct access to an operational railroad spur, or have vehicular access to a public road via a permanent, irrevocable, appurtenant easement benefitting the Owned Facilities.relating thereto so long as

Real Property. (a) Except as otherwise set forth on the Company Balance Sheet or in the Company SEC Reports, Section 3.10 of the Company Disclosure Schedule identifies the address, general use of, and period of ownership or occupancy of each of the Company's OWNED FACILITIES, defined as all of the real property owned in fee as of the date hereof by the Company and its subsidiaries, and the Company's LEASED FACILITIES, defined as all of the real property the Company and its subsidiaries use or occupy or have the right to use or occupy, now or in the future, pursuant to any lease, sublease, or other occupancy agreement. No real property is owned, leased or used by the Company or its current subsidiaries in the course of their respective businesses other than the Owned Facilities and Leased Facilities. (b) With respect to each Owned Facility and except as set forth on Schedules 2.1(a) and 8.1, with respect to the Owned FacilitiesCompany Balance Sheet or in the SEC Reports: (ai) RII Sub shall receive the Company or its subsidiary has good and marketable title by general warranty deed for the to Owned Facilities in proper form for recording in the State of North Carolina; (b) The Owned Facilities shall be free and clear of any Security Interest, easement, covenant, or other restrictionall Liens, except for installments of (x) Taxes and general and special assessments not yet delinquent in default and recorded payable without penalty and interest, and (y) easements, covenants, matters shown by the Survey attached as Schedule 8.2 covenants and other restrictions which or imperfections of title that do not materially impair the current use use, occupancy, or occupancyvalue, or the marketability of title, title of the property subject theretosuch Owned Facilities; (cii) There shall not be to the Company's knowledge, there are no pending or threatened condemnation proceedings, lawsuits, lawsuits or administrative actions of any type relating to the any Owned Facilities, or other matters affecting Facility that would materially and adversely affect the current use, occupancy or occupancy value thereof, including unpaid tap fees, contemplated special assessments or zoning changes; (diii) The legal description there are no leases, subleases, licenses, concessions or other agreements, written or oral, granting to any party or parties the right of use or occupancy of any portion of any Owned Facility; (iv) there are no outstanding options or rights of first refusal to purchase any Owned Facility, or any portion thereof or interest therein; (v) there are no parties (other than the Company or its subsidiaries) in possession of any Owned Facility, other than tenants under any leases disclosed in Section 3.10 of the Company Disclosure Schedule who are in possession of space to which they are entitled; (vi) all facilities located on Owned Facilities are now, and will be at the time of Closing, in good operating condition and repair, and structurally sound and free of known defects, with no material alterations or repairs required thereto (other than ordinary and routine maintenance and repairs) under applicable Laws, Company Permits or insurance company requirements. All such Owned Facilities have been operated and maintained in all material respects in accordance with applicable Laws and Company Permits. All such Owned Facilities are supplied with utilities and other services, including gas, electricity, water, telephone, sanitary sewer and storm sewer, all of which services are adequate for the uses to which such Owned Facilities contained Facility is being put. (c) With respect to each Leased Facility and except as set forth on the Company Balance Sheet or in the deed therefor shall describe SEC Reports: (i) the Company has made available to Parent a true, correct, and complete copy of the lease, sublease or other occupancy agreement for such Leased Facility (and all modifications, amendments, and supplements thereto and all side letters to which Company or any of its subsidiaries is a party affecting the obligations of any party thereunder) (each such agreement is referred to herein as a "REAL PROPERTY LEASE"); (ii) to the Company's knowledge, the Company or its subsidiary has a good and valid leasehold interest in such Leased Facilities, where the Company or its subsidiaries own fee title to the improvements thereof, free and clear of all Liens, except (x) Taxes and general and special assessments not in default and payable without penalty and interest, and (y) easements, covenants and other restrictions that do not materially impair the current use, occupancy or value, or the marketability of the Company's or its subsidiary's interest in such real property forming a property; (iii) each Real Property Lease constitutes the valid and legally binding obligation of the parties thereto, enforceable in accordance with its terms, and is in full force and effect; (iv) all rent and other sums and charges payable by the Company or its subsidiary as tenant under the Real Property Lease covering the Leased Facility are current, no termination event or condition or uncured default on the part of the Owned Facilities fully and adequately. The building and improvements located within the boundary lines of the described parcel of land (1) shall not be in violation of applicable setback requirementstenant or, zoning laws, and ordinances, (2) shall not encroach on any easement which may burden the land, and described parcel of land not serve any adjoining property for any purpose inconsistent with the use of the land, and (3) shall not be located within any flood plain or be included in any wetlands or be subject to any similar type restriction for which any permits or licenses necessary to the use thereof shall have not been obtainedCompany's knowledge, the landlord, exists under any Real Property Lease. No party to such Real Property Lease has given written notice to the Company or its subsidiary or made a claim in writing against the Company or its subsidiary in respect of any breach or default thereunder; (v) neither the Company nor its subsidiary has assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered its leasehold interest in the Leased Facility; and (evi) The Owned Facilities shall abut the Company's leased facilities located in Singapore are now, and will be at the time of Closing, in good operating condition and repair, and structurally sound and free of known defects, with no material alterations or repairs required thereto (other than ordinary and routine maintenance and repairs) under applicable Laws, Company Permits or insurance company requirements. All such Singapore leased facilities have direct vehicular access been operated and maintained in all material respects in accordance with applicable Laws and Company Permits. All such facilities are supplied with utilities and other services, including gas, electricity, water, telephone, sanitary sewer, and storm sewer, all of which services are adequate for the uses to a public road, direct access to an operational railroad spur, or have vehicular access to a public road via a permanent, irrevocable, appurtenant easement benefitting the Owned Facilitieswhich such facilities are being put.

Real Property. Except as set (a) Exhibit A sets forth on Schedules 2.1(a) and 8.1, with respect to each Restaurant, its location, whether it is located on Owned Real Property or is on a site subject to a Lease, and whether the Owned Facilities: (a) RII Sub shall receive improvements are owned or leased. All improvements to Real Property are in good condition and marketable title by general warranty deed repair and sufficient for the Owned Facilities in proper form for recording operation of the Business (subject to ordinary wear and tear). To the knowledge of the Seller Group, there are no material structural deficiencies or latent defects affecting any of the improvements to Real Property and there are no facts or conditions affecting any of the improvements which would, individually or in the State aggregate, interfere in any material respect with the use or occupancy of North Carolina;the improvements or any portion thereof in the operation of the Business. (b) The Owned Facilities shall be free To Seller Group’s knowledge, the water, electric, gas, and clear sewer utility services, and storm drainage facilities currently available to each parcel of any Security InterestReal Property are adequate for the operation of the Restaurants as presently operated, easement, covenant, or other restriction, except for installments and there is no condition which will result in the termination of special assessments not yet delinquent and recorded easements, covenants, matters shown by the Survey attached as Schedule 8.2 present access from each parcel of Real Property to such utility services and other restrictions which do not impair the current use or occupancy, or the marketability of title, of the property subject thereto;facilities. (c) There Seller Group has obtained all authorizations and rights-of-way which are necessary to ensure vehicular and pedestrian ingress and egress to and from the site of each Restaurant and adequate parking, of which access shall not be pending or threatened condemnation proceedingsinsurable and all of which rights are assignable and shall be assigned to Purchaser at Closing, lawsuits, or administrative actions of any type relating subject to the Owned Facilities, or other matters affecting adversely the current use, or occupancy thereof, including unpaid tap fees, contemplated special assessments or zoning changes;Leases. (d) The legal description for Except as shown on Schedule 3.7(d), Seller Group has no knowledge and has not received any notice that any governmental body having the Owned Facilities contained in power of eminent domain over any parcel of Real Property has commenced or intends to exercise the deed therefor shall describe the real property forming power of eminent domain or a similar power with respect to any part of the Owned Facilities fully and adequately. The building and improvements located within the boundary lines of the described parcel of land (1) shall not be in violation of applicable setback requirements, zoning laws, and ordinances, (2) shall not encroach on any easement which may burden the land, and described parcel of land not serve any adjoining property for any purpose inconsistent with the use of the land, and (3) shall not be located within any flood plain or be included in any wetlands or be subject to any similar type restriction for which any permits or licenses necessary to the use thereof shall have not been obtained; andReal Property. (e) The Owned Facilities shall abut To Seller’s knowledge, the Real Property and have direct vehicular access the present uses thereof comply in all material respects with all laws and regulations (including zoning laws and ordinances) of all Governmental Entities having jurisdiction over the Real Property, and Seller Group has no knowledge and has received no notice from any Governmental Entity alleging that the Real Property or any improvements erected or situated thereon, or the uses conducted thereon or therein, violate any regulations of any Governmental Entity having jurisdiction over the Real Property. (f) Except as shown on Schedule 3.7(f), no work for municipal improvements has been commenced on or in connection with any parcel of Real Property or any street adjacent thereto and to the knowledge of Seller Group, no such improvements are contemplated. No assessment for public improvements has been made against the Real Property which remains unpaid. No notice from any Governmental Entity has been served upon the Real Property or the Seller Group, or received by any owner of any of the Real Property subject to a public roadLease, direct access requiring or calling attention to an operational railroad spurthe need for any work, repair, construction, alteration, or have vehicular access installation on or in connection with the Real Property which has not been complied with. (g) Warranties of title for the Real Estate shall be limited to a public road via a permanent, irrevocable, appurtenant easement benefitting the Owned Facilitieswarranties in Seller Group’s Limited Warranty Deeds delivered at the Closing.

Real Property. Except (a) Schedule 4.12 sets forth a complete list of (i) all real property and interests in real property owned in fee by the Company and its Subsidiaries (individually, an "Owned Property" and collectively, the "Owned Properties"), and (ii) all real property and interests in real property leased, subleased, assigned or otherwise used or occupied by the Company and its Subsidiaries (individually, a "Leased Property" and collectively the "Leased Properties," and the Leased Properties together with the Owned Properties, being referred to herein individually as a "Company Property" and collectively as the "Company Properties"). The Company or its Subsidiaries have good and marketable fee simple title to all Owned Properties and all buildings, structures and other improvements located thereon, free and clear of all Liens of any nature whatsoever except the Permitted Exceptions (as defined in Section 9.1). The Company Properties constitute all interests in real property currently used or currently held for use in connection with the business of the Company and its Subsidiaries and which are necessary for the continued operation of the business of the Company and its Subsidiaries as the business is currently conducted. The Company or any Subsidiary, as the case may be, has a valid and enforceable and binding leasehold interest to each of the Leased Properties pursuant to the leases, subleases, assignments or other agreements listed on and attached as exhibits to Schedule 4.12 (the "Real Property Leases"), subject to applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity), and to the Seller's best knowledge, (i) there is no default under any of the Real Property Leases by the Company or any Subsidiary, (ii) there is no default or threatened default by any other party thereto and (iii) no event has occurred that with the lapse of time or the giving of notice, or both, would constitute a default by any party thereunder. All rent and other sums and charges payable by the Company or any of its Subsidiaries as tenant thereunder are current. The Real Property Leases have not been modified or amended except as set forth on Schedules 2.1(aSchedule 4.12. All of the Company Properties, buildings, structures, fixtures and improvements thereon owned or leased by the Company or any Subsidiary are in good operating condition, maintenance and repair (subject to normal wear and tear) and 8.1and, to the Seller's best knowledge, there are no defects with respect thereto which would impair the day-to-day use of any the Company Properties and the buildings, structures, fixtures or improvements located thereon or which would subject the Company, or any Subsidiary or the Seller to any liability under applicable Law (except Environmental Law, which is covered by Section 4.19), including any restoration or repair obligation effective upon termination of any Real Property Leases, except as set forth on Schedule 4.12. To the Owned Facilities: (a) RII Sub shall receive good Seller's best knowledge, all buildings, structures, fixtures and marketable title by general warranty deed for improvements located on the Owned Facilities in proper form for recording in Company Properties are supplied with sufficient utilities necessary to operate the State business as currently conducted at each of North Carolina;the Company Properties. (b) The Owned Facilities shall be free and clear There is no pending or, to the Seller's best knowledge, threatened, appropriation, condemnation or like proceeding affecting the Company Properties or any part thereof or of any Security Interest, easement, covenant, sale or other restriction, except for installments of special assessments not yet delinquent and recorded easements, covenants, matters shown by the Survey attached as Schedule 8.2 and other restrictions which do not impair the current use or occupancy, or the marketability of title, disposition of the property subject thereto;Company Properties or any part thereof in lieu of condemnation. (c) There shall To the Seller's best knowledge, the uses for which the Company Properties are zoned do not be pending or threatened condemnation proceedings, lawsuitsrestrict, or administrative actions in any manner impair, the use of the Company Properties for current purposes of the business of the Company and its Subsidiaries and the construction of the Company Properties complies in all material respects with all applicable building and zoning codes, deed restrictions, ordinances and rules. Neither the Seller nor any of its Subsidiaries has received any notice of any type violation of any applicable zoning law, relating to or affecting the Owned FacilitiesCompany Properties, or other matters affecting adversely and to the current usebest knowledge of the Seller, or occupancy thereof, including unpaid tap fees, contemplated special assessments or zoning changes;no such violation exists. (d) The legal description for To the Owned Facilities contained in Seller's best knowledge, the deed therefor shall describe the real property forming a part buildings and other improvements located on each of the Owned Facilities fully and adequately. The building and improvements located Company Properties do not encroach on any easements or on any land not included within the boundary lines of such Company Properties and there are no neighboring improvements encroaching on such Company Properties, except for such of the described parcel of land (1) shall foregoing as do not be and will not individually or in violation of applicable setback requirements, zoning laws, and ordinances, (2) shall not encroach on any easement which may burden the land, and described parcel of land not serve any adjoining property for any purpose inconsistent aggregate interfere with the use current uses of such Company Properties in the business of the land, Company and (3) shall not be located within any flood plain or be included in any wetlands or be subject to any similar type restriction for which any permits or licenses necessary to the use thereof shall have not been obtained; andits Subsidiaries. (e) The Owned Facilities shall abut To the Seller's best knowledge, the current uses of any parcel included in the Company Properties do not in any respect violate or conflict with (i) any covenants, conditions or restrictions applicable thereto to which the Company or any of its Subsidiaries is bound or (ii) the terms and have direct vehicular access provisions of any contractual obligations relating thereto to a public road, direct access to an operational railroad spur, which the Company or have vehicular access to a public road via a permanent, irrevocable, appurtenant easement benefitting the Owned Facilitiesany of its Subsidiaries is bound.

Real Property. Except as (a) Schedule 5.13 sets forth a list of all real property owned, ------------- leased, occupied or used by the Subsidiary (the "Real Property"). All title documents, leases and subleases pursuant to which any of the Real Property is owned, occupied or used are set forth on Schedules 2.1(a) Schedule 5.13 and 8.1such titles, leases and subleases are valid, subsisting, binding and enforceable against the LLC or the Subsidiary, as applicable, in accordance with respect their respective terms, and there are no existing breaches of a material provision thereof or defaults thereunder by the LLC or the Subsidiary, as applicable, or to the Owned Facilities: (a) RII Sub shall receive good Knowledge of the LLC any other parties thereto, or events that with notice or lapse of time or both would constitute defaults thereunder by the LLC or the Subsidiary, as applicable, and marketable title by general warranty deed for the Owned Facilities in proper form for recording in the State no party under any such contract, lease or sublease has given or received a written notice of North Carolina;termination thereunder. (b) The Owned Facilities shall be free All Real Property is appropriately zoned under the applicable zoning ordinances of the city, county and clear state in which such the Real Property is located for current use and its intended use. To the Knowledge of any Security Interestthe LLC, easementthere are no proceedings pending or threatened that could or would cause the change, covenantredefinition, or other restrictionmodification of the zoning classification, except for installments or of special assessments not yet delinquent and recorded easementsother legal requirements applicable to the Real Property or any part thereof, covenantsor any property adjacent to the Real Property, matters shown by the Survey attached as Schedule 8.2 and other restrictions which do not or any moratorium that could or would in any way impair the current use or occupancy, or the marketability of title, of the property subject thereto;Real Property for the operation of apartment complexes. (c) All Real Property that has been constructed, is occupied or has been made available for occupancy is and has been used and operated in compliance in all material respects with the zoning, building, health, toxic and hazardous waste, environmental and other laws, codes, ordinances, regulations, orders and requirements of any Governmental Authority having jurisdiction thereof; and all certificates, licenses, permits, authorizations, consents and approvals required by any such Governmental Authority for the continued use, occupancy and operation of the Real Property have been obtained, except for those the failure to obtain would not have a Material Adverse Effect on the LLC or the Subsidiary. (d) All improvements located on the Real Property are in good working order and repair (ordinary wear and tear excepted), free from patent defects and have been completed in all material respects in accordance with all applicable zoning, building, fire, health, pollution, subdivision, environmental protection, waste disposal and other governmental laws, ordinances, codes and regulations. (e) All work done or materials furnished by or on behalf of the Subsidiary for construction of or repairs to the improvements located on the Real Property have been paid for in full and there are no claims, existing or otherwise, or rights to claims for, mechanics', materialmen's or vendors liens with respect to any of the Real Property. (f) No tenant has paid rent in advance for more than a month and, except as presented in the Rent Roll, no party has any right to rent-free occupancy or rent reductions or concessions. No tenant is in default under their lease (as to rent or otherwise), except for such defaults which would not individually or in the aggregate have a Material Adverse Effect on the Subsidiary. Each lease is in full force and effect, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium or other laws affecting the enforcement of creditors' rights generally, and the application of equitable principles (whether considered in a proceeding at law or in equity. The landlord under the leases is not required to render any services to any tenant except as specifically provided in the leases. There shall not be are no parties in possession of the Real Property or entitled to possession thereof other than the Subsidiary and tenants under the leases listed on Schedule 5.13. (g) Neither the LLC nor the Subsidiary has received any notice or has Knowledge of any pending or threatened condemnation proceedings, lawsuits, or administrative actions eminent domain proceedings which would affect any of any type relating to the Owned Facilities, or other matters affecting adversely the current use, or occupancy thereof, including unpaid tap fees, contemplated special assessments or zoning changes;Real Property. (dh) The Real Property has adequate legal description for the Owned Facilities contained in the deed therefor shall describe the real property forming a part of the Owned Facilities fully access to public roads and adequately. The building all buildings and other improvements are located entirely within the boundary lines of the described parcel of land (1) shall not be in violation of applicable setback requirements, zoning laws, Real Property. There are no encroachments on the Real Property and ordinances, (2) shall not encroach on any easement which may burden the land, and described parcel of land not serve any adjoining property for any purpose inconsistent with the use no portion of the land, and (3) shall not be Real Property is located within any flood plain Special Flood Hazard Area designated by the U.S. Department of Housing and Urban Development, or be included in any wetlands area similarly designated by any other Governmental Authority having jurisdiction thereof. (i) To the Knowledge of the LLC, there are no unpaid special assessments affecting the Real Property and notice has not been received of any special improvements to be made for the benefit of any of the Real Property or be requiring the construction of or repairs to any public rights of way contiguous to any of the Real Property. (j) To the Knowledge of the LLC, (i) there are no "hazardous substances" (as defined in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C.ss.ss.9601 et seq., as amended) at the Real Property; (ii) there has been no release or threat of release of any such hazardous substance; (iii) the Real Property is not subject to regulation by any similar type restriction for Governmental Authority as a result of the presence of (A) stored, leaked or spilled petroleum products, (B) underground storage tanks, (C) an accumulation of rubbish, debris or other solid waste, or because of the presence, release, threat of release, discharge, storage, treatment, generation or disposal of any "hazardous waste" (as defined in the Resource Conservation and Recovery Act, 42 U.S.C.ss.6901 et. seq., as amended), or "toxic substance" (as defined in the Toxic Substance Control Act, 15 U.S.C.ss.2601 et seq., as amended), including without limitation asbestos and items or equipment containing polychlorinated biphenyls (PCBs) in excess of 50 parts per million; (iv) no environmental conditions exist on the Real Property that either (X) requires the owner to report such condition to any authority or agency of the states in which the Real Property is located or (Y) requires the owner of the Real Property to make a notation of such condition in any permits public records or licenses necessary conveyancing instrument upon the conveyance of the Real Property; and (v) no condition exists that is or may be characterized by any Governmental Authority as an actual or potential danger to the use thereof shall have not been obtained; andenvironment or public health. (ek) To the Knowledge of the LLC, there are no material patent or latent defects in the Real Property or any part thereof. (l) The Owned Facilities shall abut Subsidiary owns fee simple title to its respective Real Property, free and clear of all Liens, except Permitted Liens and free and clear of encumbrances and other matters of title except as shown on Schedule 5.13(1). ---------------- (m) There are no pending litigation actions, suits, proceedings or claims with respect to any aspect of the Real Property nor, to the Knowledge of the LLC, have direct vehicular access any such actions, suits, proceedings or claims been threatened or asserted. (n) All utilities (including, without limitation, water, storm and sanitary sewer, gas, electricity and telephone) are available on the Real Property through private easements or dedicated public easements in capacities sufficient to a serve and operate each project. Private drives located upon the Real Property and appurtenant easements have been completed and connect to public road, direct access to an operational railroad spur, or have vehicular access to a public road via a permanent, irrevocable, appurtenant easement benefitting the Owned Facilitiesroads.

Real Property. Except as set forth on Schedules 2.1(a) and 8.1, with respect to the Owned Facilities: (a) RII Sub shall receive good and marketable title by general warranty deed for the Owned Facilities in proper form for recording in the State of North Carolina;The Company does not own any real property. (b) SCHEDULE 3.15(b) lists and describes briefly all real property leased or subleased to the Company. The Owned Facilities shall be free Company has delivered to Parent correct and clear of any Security Interest, easement, covenant, or other restriction, except for installments of special assessments not yet delinquent and recorded easements, covenants, matters shown by the Survey attached as Schedule 8.2 and other restrictions which do not impair the current use or occupancy, or the marketability of title, complete copies of the property subject theretoleases and subleases listed in SCHEDULE 3.15(b). With respect to each lease and sublease listed in SCHEDULE 3.15(b): (i) the lease or sublease is legal, valid, binding, enforceable and in full force and effect in all material respects; THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH A *** AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. (ii) the lease or sublease will continue to be legal, valid, binding, enforceable and in full force and effect on identical terms following the consummation of the transactions contemplated hereby; (ciii) There shall not be pending no party to the lease or threatened condemnation proceedingssublease is in breach or default, lawsuitsand no event has occurred which, with notice or lapse of time, would constitute a breach or default or permit termination, modification of a material term or condition, or administrative actions of any type relating to the Owned Facilitiesacceleration thereunder, or other matters affecting adversely the current use, or occupancy thereof, including unpaid tap fees, contemplated special assessments or zoning changesexcept as disclosed in SCHEDULE 3.15(b); (div) no party to the lease or sublease has repudiated any provision thereof; (v) there are no disputes, oral agreements or forbearance programs in effect as to the lease or sublease; (vi) The legal description for the Owned Facilities contained Company has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the deed therefor shall describe the real property forming a part leasehold or subleasehold; (vii) all facilities leased or subleased thereunder have received all approvals of the Owned Facilities fully Governmental Entities (including licenses and adequately. The building and improvements located within the boundary lines of the described parcel of land (1permits) shall not be required in violation of applicable setback requirements, zoning laws, and ordinances, (2) shall not encroach on any easement which may burden the land, and described parcel of land not serve any adjoining property for any purpose inconsistent connection with the use of the land, operation thereof and (3) shall not be located within any flood plain or be included have been operated and maintained in any wetlands or be subject to any similar type restriction for which any permits or licenses necessary to the use thereof shall have not been obtainedaccordance with applicable Laws; and (eviii) The Owned Facilities shall abut all facilities leased or subleased thereunder are supplied with utilities and have direct vehicular access to a public road, direct access to an operational railroad spur, or have vehicular access to a public road via a permanent, irrevocable, appurtenant easement benefitting other services necessary for the Owned Facilitiesoperation of said facilities.

Real Property. (i) Except for Permitted Liens, there are no existing contracts, options, rights of first refusal, leases or otherwise, to sell, transfer, lease or otherwise dispose of any Cannex Properties, or to purchase or acquire any Cannex Properties, and Cannex is not aware of any circumstances which would result in any sale or disposal, whether by sale, lease or otherwise, of any of the Cannex Properties including power of sale, foreclosure, expropriation or judicial proceedings. (ii) To the knowledge of Cannex: (A) neither Cannex, any of its Subsidiaries nor the landlords of the Cannex Properties are in material breach of any applicable Laws, including any material building, zoning or other statutes or any official plan, or any covenants, restrictions, rights or easements affecting such Cannex Properties; (B) all buildings, structures, additions and/or improvements situated on any of the Cannex Properties are located wholly within the boundaries of such Cannex Properties, are free of any structural or material defect and comply with all Laws, covenants, restrictions, rights and easements affecting the same and their use, in each case in all material respects; and (C) there are no outstanding work orders, non-compliance orders, deficiency notices or other such notices relative to any of the Cannex Properties. (iii) The Cannex Properties are adequately serviced by utilities (or well water with adequate septic systems, if any) having adequate capacities for the normal operations of Cannex’s or its Subsidiaries’ facilities that are currently growing marijuana in accordance with its licenses and the business of Cannex or its Subsidiaries, as set forth applicable. The Cannex Properties have enforceable rights of access to and from public streets or highways satisfactory, sufficient and adequate for the normal operations of the business of Cannex and its Subsidiaries, to the knowledge of Cannex and its Subsidiaries, there is no fact or circumstance which exists which could result in the termination or restriction of such access. (iv) No amounts are owing by Cannex in respect of any of the Cannex Properties to a public utility, other than current accounts which are not in arrears. All amounts that are due for labour or materials supplied to or on Schedules 2.1(abehalf of Cannex relating to the construction, alteration or repair of or on any of the Cannex Properties have been paid in full and, to the knowledge of Cannex, no one has filed any construction, builders’, mechanics’ or similar liens relating to the supply of work or materials to or on any of the Cannex Properties with respect to amounts that are not in arrears. (v) To the knowledge of Cannex, the Cannex Leases are currently in good standing in all material respects, Cannex or its Subsidiaries, as the case may be, as tenant and 8.1the applicable landlord have, as of the date hereof, complied in all material respects with their respective obligations under the Cannex Leases and to the knowledge of Cannex and its Subsidiaries, there exists no claim of any kind or right of set-off against Cannex or its Subsidiaries, as the case may be, as tenant by the landlord or against the landlord by Cannex or its Subsidiaries, as the case may be, as tenant as of the date hereof. (vi) Cannex or its Subsidiaries, as the case may be, as tenant is in actual possession of the Cannex Leased Properties. Cannex or its Subsidiaries, as the case may be, is not in arrears of rent required to be paid pursuant to the applicable Cannex Lease. (vii) Cannex or its Subsidiaries, as the case may be, as tenant has no right to extend, right of termination, option to purchase, or right of first refusal with respect to the Owned Facilities: (a) RII Sub shall receive good and marketable title by general warranty deed for the Owned Facilities in proper form for recording Cannex Leased Properties except as set out in the State of North Carolina; (b) The Owned Facilities shall be free and clear of any Security Interest, easement, covenant, or other restriction, except for installments of special assessments not yet delinquent and recorded easements, covenants, matters shown by the Survey attached as Schedule 8.2 and other restrictions which do not impair the current use or occupancy, or the marketability of title, of the property subject thereto; (c) There shall not be pending or threatened condemnation proceedings, lawsuits, or administrative actions of any type relating to the Owned Facilities, or other matters affecting adversely the current use, or occupancy thereof, including unpaid tap fees, contemplated special assessments or zoning changes; (d) The legal description for the Owned Facilities contained in the deed therefor shall describe the real property forming a part of the Owned Facilities fully and adequately. The building and improvements located within the boundary lines of the described parcel of land (1) shall not be in violation of applicable setback requirements, zoning laws, and ordinances, (2) shall not encroach on any easement which may burden the land, and described parcel of land not serve any adjoining property for any purpose inconsistent with the use of the land, and (3) shall not be located within any flood plain or be included in any wetlands or be subject to any similar type restriction for which any permits or licenses necessary to the use thereof shall have not been obtained; and (e) The Owned Facilities shall abut and have direct vehicular access to a public road, direct access to an operational railroad spur, or have vehicular access to a public road via a permanent, irrevocable, appurtenant easement benefitting the Owned FacilitiesCannex Leases.

Real Property. Except as set forth on Schedules 2.1(a(i) Section 5(m)(i) of the Disclosure Schedule lists and 8.1, with describes briefly all real property that any of the Company and its Subsidiaries owns. With respect to the Owned Facilitieseach such parcel of owned real property: (aA) RII Sub shall receive the identified owner has good and marketable title by general warranty deed for to the Owned Facilities in proper form for recording in the State parcel of North Carolina; (b) The Owned Facilities shall be real property, free and clear of any Security Interest, easement, covenant, or other restriction, except for installments of special assessments not yet delinquent and recorded easements, covenants, matters shown by the Survey attached as Schedule 8.2 and other restrictions which do not impair the current use use, occupancy, or occupancyvalue, or the marketability of title, of the property subject thereto; (cB) There shall not be there are no pending or threatened condemnation proceedings, lawsuits, or administrative actions of any type relating to the Owned Facilities, property or other matters affecting materially and adversely the current use, occupancy, or occupancy value thereof, including unpaid tap fees, contemplated special assessments or zoning changes; (dC) The the legal description for the Owned Facilities parcel contained in the deed therefor shall describe the real property forming a part of the Owned Facilities thereof describes such parcel fully and adequately. The building , the buildings and improvements are located within the boundary lines of the described parcel parcels of land (1) shall land, are not be in violation of applicable setback requirements, zoning laws, and ordinancesordinances (and none of the properties or buildings or improvements thereon are subject to "permitted non-conforming use" or "permitted non-conforming structure" classifications), (2) shall and do not encroach on any easement which may burden the land, and described parcel of the land does not serve any adjoining property for any purpose inconsistent with the use of the land, and (3) shall the property is not be located within any flood plain or be included in any wetlands or be subject to any similar type restriction for which any permits or licenses necessary to the use thereof shall have not been obtained; (D) all facilities have received all approvals of governmental authorities (including licenses and permits) required in connection with the ownership or operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations; (E) there are no leases, subleases, licenses, concessions, or other agreements, written or oral, granting to any party or parties the right of use or occupancy of any portion of the parcel of real property; (F) there are no outstanding options or rights of first refusal to purchase the parcel of real property, or any portion thereof or interest therein; (G) there are no parties (other than the Company and its Subsidiaries) in possession of the parcel of real property, other than tenants under any leases disclosed in Section 5(m)(ii) of the Disclosure Schedule who are in possession of space to which they are entitled; (H) all facilities located on the parcel of real property are supplied with utilities and other services necessary for the operation of such facilities, including gas, electricity, water, telephone, sanitary sewer, and storm sewer, all of which services are adequate in accordance with all applicable laws, ordinances, rules, and regulations and are provided via public roads or via permanent, irrevocable, appurtenant easements benefitting the parcel of real property; and (eI) The Owned Facilities shall abut each parcel of real property abuts on and have has direct vehicular access to a public road, direct access to an operational railroad spur, or have vehicular has access to a public road via a permanent, irrevocable, appurtenant easement benefitting the Owned Facilitiesparcel of real property, and access to the property is provided by paved public right-of-way with adequate curb cuts available. (ii) Section 5(m)(ii) of the Disclosure Schedule lists and describes briefly all real property: (A) leased or subleased to any of the Company and its Subsidiaries; and (B) leased or subleased by any of the Company and its subsidiaries to third parties, including Company's franchisees and area developers. The Company has delivered or made available to Fields correct and complete copies of the leases and the subleases listed in Section 5(m)(ii) of the Disclosure Schedule (as amended to date). With respect to each lease and sublease listed in Section 5(m)(ii) of the Disclosure Schedule: (C) the lease or sublease is legal, valid, binding, enforceable, and in full force and effect; (D) the lease or sublease will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated hereby; (E) no party to the lease or sublease is in breach or default, and no event has occurred which, with notice or lapse of time, would constitute a breach or default or permit termination, modification, or acceleration thereunder; (F) no party to the lease or sublease has repudiated any provision thereof; (G) there are no disputes, oral agreements, or forbearance programs in effect as to the lease or sublease; (H) with respect to each sublease, the representations and warranties set forth in subsections (A) through (E) above are true and correct with respect to the underlying lease; (I) none of the Company and its Subsidiaries has assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the leasehold or subleasehold; (J) all facilities leased or subleased thereunder have received all approvals of governmental authorities (including licenses and permits) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations; (iii) all facilities leased or subleased thereunder are supplied with utilities and other services necessary for the operation of said facilities; and

Real Property. Except as set forth on Schedules 2.1(a) and 8.1, with respect to the Owned Facilities: (a) RII Sub shall receive good and marketable title by general warranty deed for Section 3.11(a) of the Owned Facilities in proper form for recording Disclosure Schedule lists (i) the address, assessor’s parcel number(s) (or equivalent identifier(s) in the State applicable jurisdiction) and the record owner of North Carolina;each parcel of real property owned by the Company or any Company Subsidiary (each, including all buildings, structures, improvements and fixtures located thereon and all easements, licenses, rights and other appurtenances relating thereto, being “Owned Real Property”); and (ii) the address, landlord and the tenant of each real property leased, possessed, used or otherwise occupied by the Company or any Company Subsidiary (or that the Company or any Company Subsidiary has a right to lease or occupy) pursuant to a lease, sublease, license or other agreement for use and/or occupancy (each such lease, sublease, license or other agreement for use and/or occupancy together with any amendments thereto and any guarantees thereof, being a “Real Property Lease”; any real property leased, possessed, used or occupied under a Real Property Lease (or that the Company or any Company Subsidiary has a right to lease or occupy) being “Leased Real Property”) and any building, structure or other fixture or improvement owned by the Company or any Company Subsidiary that is located at the Leased Real Property being “Leasehold Improvements”). The Owned Real Property, the Leased Real Property and the Leasehold Improvements are, collectively, the “Real Property.” (b) All of the land, buildings, structures, and other improvements used by or held for use by the Company in the conduct of the Business are included in the Real Property. The Owned Facilities shall be free use, occupancy and/or operation of the Real Property by the Company in the conduct of the Business do not violate, in any material respect, any Applicable Law, Permit or Encumbrance. The Real Property is in good operating condition (ordinary wear and clear tear excepted), and none of the Real Property has suffered any material damage by fire or other casualty which has not been restored or repaired to substantially the same condition as existed prior to such fire or other casualty. To Company’s Knowledge, there is no material defect in any structural component of any Security Interestimprovement on any Real Property or any of its electrical, easementplumbing, covenantHVAC, life safety or other restriction, except for installments of special assessments not yet delinquent and recorded easements, covenants, matters shown by the Survey attached as Schedule 8.2 and other restrictions which do not impair the current use or occupancy, or the marketability of title, of the property subject thereto;building systems. (c) There shall not be pending or threatened condemnation proceedingsExcept for the Real Property Leases, lawsuitsthere is no lease, or administrative actions of any type relating to the Owned Facilitiessublease, license, or other matters affecting adversely the current useagreement for use and/or occupancy in effect with respect to, or occupancy thereofotherwise affecting, including unpaid tap feesany Real Property. There is no pending Proceeding or, contemplated special assessments to Company’s Knowledge, threatened condemnation or zoning changes;eminent domain Proceeding affecting any Real Property or any sale or other disposition of any Real Property in lieu of condemnation. (d) The legal description for the Owned Facilities contained in the deed therefor shall describe the real property forming Company has a part of the Owned Facilities fully and adequately. The building and improvements located within the boundary lines of the described parcel of land (1) shall not be in violation of applicable setback requirementslegal, zoning lawsvalid, and ordinancesenforceable leasehold interest under each Real Property Lease, (2) shall not encroach on any easement which may burden the land, and described parcel of land not serve any adjoining property for any purpose inconsistent with the use of the land, and (3) shall not be located within any flood plain or be included in any wetlands or be subject to any similar type Enforcement Limitation. No Real Property Lease imposes any restriction for which that prevents or materially interferes with the operation of the Business conducted at such Leased Real Property. Neither the Company is in default or otherwise in breach under any permits or licenses necessary Real Property Lease and, to the use thereof shall have not been obtained; andCompany’s Knowledge, no other party is in default or otherwise in breach thereof. Seller has provided to Parent a true, correct and complete copy of each Real Property Lease (including without limitation all amendments and supplements thereto and all estoppel certificates, subordination and non-disturbance agreements and similar instruments that would preclude assertion of any claim under any Real Property Lease, affect any right or obligation under any Real Property Lease or otherwise be binding upon any successor to the Company’s position under any Real Property Lease). Each Real Property Lease is in full force and effect and constitutes the entire agreement between the parties thereto, and there are no other agreements, whether oral or written, between such parties. (e) The Company has good, valid, and marketable fee simple title to all Owned Facilities shall abut Real Property, and have direct vehicular access good and valid title to all Leasehold Improvements, in each case free and clear of all Encumbrances, except Permitted Encumbrances. The Company does not hold, nor is obligated under, any option, right of first offer, right of first refusal or other contractual right to purchase, acquire, sell, or dispose of any Real Property or interest therein. There is no development agreement or other Contract that limits the ability of the Company to protest any Real Property Tax, establishes any minimum real estate Tax or requires any continued business operations by the Company with respect to any Real Property. (f) The Company’s use and occupancy of the Real Property is in compliance with all Applicable Laws and all applicable insurance requirements, including those pertaining to zoning matters and the Americans with Disabilities Act, and conform to all such Applicable Laws on a current basis without reliance on any variance or other special limitation or conditional or special use permit. No portion of the Real Property relies on any facility (other than a facility of a public roadutility or community water and sewer company) not located on the Real Property to fulfill any zoning, direct access to an operational railroad spurbuilding code or other requirement under any Applicable Law. (g) Neither the execution and delivery of this Agreement nor the consummation or performance of the transactions contemplated by this Agreement will, directly or indirectly (with or without notice or lapse of time) contravene, conflict with, or result in a violation or breach of any provision of, or give any Person the right to declare a default or exercise any remedy under, or to cancel, terminate, or modify, any of the Real Property Leases. (h) Sellers have vehicular access made available to Parent a public road via a permanenttrue, irrevocablecorrect, appurtenant easement benefitting and complete copy of all ALTA land title surveys and all title insurance commitments and policies issued to the Owned FacilitiesCompany that are in Sellers’ possession or control that cover any Real Property.

Real Property. Except as set forth on Schedules 2.1(a) and 8.1, with respect to the Owned Facilities: (a) RII Sub shall receive Except as would not have, individually or in the aggregate, a Partnership Material Adverse Effect, (i) either the Partnership or a Subsidiary of the Partnership has good and marketable valid title to each material real property (and each real property at which material operations of the Partnership or any of its Subsidiaries are conducted) owned by general warranty deed for the Partnership or any Subsidiary, other than Partnership Real Property Leases and Rights-of-Way (such owned real property collectively, the “Partnership Owned Facilities Real Property”) and (ii) either the Partnership or a Subsidiary of the Partnership has a good and valid leasehold interest in proper form for recording each material lease, sublease and other agreement under which the Partnership or any of its Subsidiaries uses or occupies or has the right to use or occupy any material real property (or real property at which material operations of the Partnership or any of its Subsidiaries are conducted) (any property subject to such lease, sublease or other agreement, the “Partnership Leased Real Property” and, together with the Partnership Owned Real Property, the “Partnership Real Property” and such leases, subleases and other agreements, the “Partnership Real Property Leases”), in each case, free and clear of all Liens other than any Partnership Permitted Liens, and other than any conditions, encroachments, easements, rights-of-way, restrictions and other encumbrances that do not adversely affect the existing use of the real property subject thereto (as used as of the date of this Agreement) by the owner (or lessee to the extent a leased property) thereof in the State operation of North Carolina;its business (“Permitted Encumbrances”). Except as would not have, individually or in the aggregate, a Partnership Material Adverse Effect, (A) each Partnership Real Property Lease is valid, binding and in full force and effect in accordance with its terms, subject to the limitation of such enforcement by (x) the effect of bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium or other Laws affecting or relating to creditors’ rights generally or (y) subject to the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in equity or at law (the “Remedies Exceptions”) and (B) no uncured default of a material nature on the part of the Partnership or, if applicable, its Subsidiary or, to the knowledge of the Partnership, the lessor thereunder, exists under any Partnership Real Property Lease and 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 under a Partnership Real Property Lease. (b) The Except as would not have, individually or in the aggregate, a Partnership Material Adverse Effect, (i) there are no leases, subleases, licenses, rights or other agreements affecting any portion of the Partnership Owned Facilities shall Real Property or the Partnership Leased Real Property that would reasonably be expected to adversely affect the existing use of such Partnership Owned Real Property or Partnership Leased Real Property by the Partnership or its Subsidiaries in the operation of its business thereon, (ii) except for such arrangements solely among the Partnership and its Subsidiaries or among the Partnership’s Subsidiaries, there are no outstanding options or rights of first refusal in favor of any other party to purchase any Partnership Owned Real Property or any portion thereof or interest therein that would reasonably be expected to adversely affect the existing use of the Partnership Owned Real Property by the Partnership or its Subsidiaries in the operation of its business thereon, and (iii) neither the Partnership nor any of its Subsidiaries is currently subleasing, licensing or otherwise granting any person the right to use or occupy a material portion of Partnership Owned Real Property or Partnership Leased Real Property that would reasonably be expected to adversely affect the existing use of such Partnership Owned Real Property or Partnership Leased Real Property by the Partnership or its Subsidiaries in the operation of its business thereon. (c) Except as would not, individually or in the aggregate, have a Partnership Material Adverse Effect: (i) each of the Partnership and its Subsidiaries has such Rights-of-Way that are necessary for the Partnership and its Subsidiaries to use and operate their respective assets and properties in the manner that such assets and properties are currently used and operated, and each such Right-of-Way is valid and free and clear of all Liens (other than Partnership Permitted Liens); (ii) the Partnership and its Subsidiaries conduct their businesses in a manner that does not violate any Security Interestof the Rights-of-Way; (iii) the Partnership and its Subsidiaries have fulfilled and performed all of their obligations with respect to such Rights-of-Way; and (iv) neither the Partnership nor any of its Subsidiaries has received written notice of, easementand, covenantto the knowledge of the Partnership, there does not exist, the occurrence of any ongoing event or circumstance that allows, or other restrictionafter the giving of notice or the passage of time, except for installments or both, would allow the revocation or termination of special assessments not yet delinquent any Right-of-Way or would result in any impairment of the rights of the Partnership and recorded easementsits Subsidiaries in and to any such Rights-of-Way. Except as would not, covenantsindividually or in the aggregate, matters shown have a Partnership Material Adverse Effect, all pipelines operated by the Survey attached Partnership and its Subsidiaries have or are otherwise entitled to the benefits of all Rights-of-Way that are necessary for the Partnership and its Subsidiaries to use and operate their respective assets and properties in the manner that such assets and properties are currently used and operated, and there are no gaps (including any gap arising as Schedule 8.2 and other restrictions which do not impair a result of any breach by the current use Partnership or occupancy, or the marketability any of title, its Subsidiaries of the property subject thereto; (c) There shall not be pending or threatened condemnation proceedings, lawsuits, or administrative actions terms of any type relating Rights-of-Way) in such Rights-of-Way that would prevent the Partnership and its Subsidiaries to the Owned Facilities, or other matters affecting adversely the current use, or occupancy thereof, including unpaid tap fees, contemplated special assessments or zoning changes; (d) The legal description for the Owned Facilities contained use and operate their respective assets and properties in the deed therefor shall describe the real property forming a part of the Owned Facilities fully manner that such assets and adequately. The building properties are currently used and improvements located within the boundary lines of the described parcel of land (1) shall not be in violation of applicable setback requirements, zoning laws, and ordinances, (2) shall not encroach on any easement which may burden the land, and described parcel of land not serve any adjoining property for any purpose inconsistent with the use of the land, and (3) shall not be located within any flood plain or be included in any wetlands or be subject to any similar type restriction for which any permits or licenses necessary to the use thereof shall have not been obtained; and (e) The Owned Facilities shall abut and have direct vehicular access to a public road, direct access to an operational railroad spur, or have vehicular access to a public road via a permanent, irrevocable, appurtenant easement benefitting the Owned Facilitiesoperated.

Real Property. (i) Application Methods does not own and has never owned any real property. (ii) Section 4(l)(ii) of the Disclosure Schedule lists and describes briefly all real property leased or subleased to Application Methods. Shareholders have delivered to RMI correct and complete copies of the leases and subleases listed in Section 4(l)(ii) of the Disclosure Schedule (as amended to date). Except as set forth on Schedules 2.1(aSection 4(l)(ii) and 8.1of the Disclosure Schedule, with respect to each lease and sublease listed in Section 4(l)(ii) of the Owned FacilitiesDisclosure Schedule, to the Knowledge of the Shareholders: (aA) RII Sub shall receive the lease or sublease is legal, valid, binding, enforceable, and in full force and effect; (B) the lease or sublease will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated hereby; (C) no party to the lease or sublease is in breach or default, and no event has occurred which, with notice or lapse of time, would constitute a breach or default or permit termination, modification, or acceleration thereunder; (D) no party to the lease or sublease has repudiated any provision thereof; (E) there are no disputes, oral agreements, or forbearance programs in effect as to the lease or sublease; (F) Application Methods has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the leasehold or subleasehold; (G) all facilities leased or subleased thereunder have received all approvals of governmental authorities (including licenses and permits) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations; (H) all facilities leased or subleased thereunder are supplied with utilities and other services necessary for the operation of said facilities; and (I) the owner of the facility leased or subleased has good and marketable title by general warranty deed for to the Owned Facilities in proper form for recording in the State parcel of North Carolina; (b) The Owned Facilities shall be real property, free and clear of any Security Interestsecurity interest, easement, covenant, or other restriction, except for installments of special assessments not yet delinquent and recorded easements, covenants, matters shown by the Survey attached as Schedule 8.2 and other restrictions which do not impair the current use use, occupancy, or occupancyvalue, or the marketability of title, of the property subject thereto; (c) There shall not be pending or threatened condemnation proceedings, lawsuits, or administrative actions of any type relating to the Owned Facilities, or other matters affecting adversely the current use, or occupancy thereof, including unpaid tap fees, contemplated special assessments or zoning changes; (d) The legal description for the Owned Facilities contained in the deed therefor shall describe the real property forming a part of the Owned Facilities fully and adequately. The building and improvements located within the boundary lines of the described parcel of land (1) shall not be in violation of applicable setback requirements, zoning laws, and ordinances, (2) shall not encroach on any easement which may burden the land, and described parcel of land not serve any adjoining property for any purpose inconsistent with the use of the land, and (3) shall not be located within any flood plain or be included in any wetlands or be subject to any similar type restriction for which any permits or licenses necessary to the use thereof shall have not been obtained; and (e) The Owned Facilities shall abut and have direct vehicular access to a public road, direct access to an operational railroad spur, or have vehicular access to a public road via a permanent, irrevocable, appurtenant easement benefitting the Owned Facilities.

Real Property. Except (a) Schedule 4.12(a) lists and describes briefly all real property that the Company owns (the “Owned Property”). With respect to each such parcel of Owned Property: (i) except as set forth on Schedules 2.1(a) and 8.1Schedule 3.10(a), with respect to the Owned Facilities: (a) RII Sub shall receive Company has good and marketable title by general warranty deed for to the parcel of Owned Facilities in proper form for recording in the State of North Carolina; (b) The Owned Facilities shall be Property, free and clear of any Security Interestall Liens, easement, covenant, or other restriction, except for installments of special assessments not yet delinquent and recorded easements, covenants, matters shown by the Survey attached as Schedule 8.2 and other restrictions Permitted Liens which do not impair the current use use, occupancy, or occupancyvalue, or the marketability of title, of the property subject thereto; (cii) There shall not be except as set forth on Schedule 3.10(a), there are no pending or or, to the Knowledge of the Company threatened condemnation proceedings, lawsuits, or administrative actions of any type relating to the Owned Facilities, property or other matters affecting adversely the current use, occupancy, or occupancy value thereof, including unpaid tap fees, contemplated special assessments or zoning changes; (diii) The the legal description for the Owned Facilities parcel contained in the deed therefor shall describe the real property forming a part of the Owned Facilities thereof describes such parcel fully and adequately. The building , the buildings and improvements are located within the boundary lines of the described parcel parcels of land (1) shall land, are not be in violation of applicable setback requirements, zoning lawsLaws, and ordinancesordinances (and none of the properties or buildings or improvements thereon are subject to “permitted non-conforming use” or “permitted non-conforming structure” classifications), (2) shall and do not encroach on any easement which may burden the land, and described parcel of the land does not serve any adjoining property for any purpose inconsistent with the use of the land, and (3) shall the property is not be located within any flood plain or be included in any wetlands or be subject to any similar type restriction for which any permits or licenses necessary to the use thereof shall have not been obtained; (iv) all facilities have received all approvals of Authorities (including licenses and permits) required in connection with the ownership or operation thereof and have been operated and maintained in accordance with applicable Laws, rules, and regulations; (v) there are no leases, subleases, licenses, concessions, or other Contracts, written or oral, granting to any party or parties the right of use or occupancy of any portion of the parcel of Owned Property; (vi) there are no outstanding options or rights of first refusal to purchase the parcel of Owned Property, or any portion thereof or interest therein; (vii) there are no parties (other than the Company) in possession of the parcel of Owned Property; (viii) all facilities located on the parcel of real property are supplied with utilities and other services necessary for the operation of such facilities, including gas, electricity, water, telephone, sanitary sewer, and storm sewer, all of which services are adequate in accordance with all applicable Laws and are provided via public roads or via permanent, irrevocable, appurtenant easements benefitting the parcel of real property; and (eix) The Owned Facilities shall abut except as set forth on Schedule 3.10(a), each parcel of real property abuts on and have has direct vehicular access to a public road, direct access to an operational railroad spur, or have vehicular has access to a public road via a permanent, irrevocable, appurtenant easement benefitting the Owned Facilitiesparcel of real property, and access to the property is provided by paved public right-of-way with adequate curb cuts available. (b) Schedule 4.12(b) lists and describes briefly all real property leased or subleased to the Company (the “Leased Property”). The Selling Shareholders have delivered to the Buyer correct and complete copies of the leases and subleases and other agreements for occupancy, including all amendments, extensions and other modifications thereto (“Leases”) with respect to each Leased Property, as listed in Schedule 4.12(b) (as amended to date). With respect to each Lease listed in Schedule 4.12(b): (i) the lease or sublease is legal, valid, binding, enforceable, and in full force and effect; (ii) the lease or sublease will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated hereby; (iii) no party to the lease or sublease is in breach or default, and no event has occurred which, with notice or lapse of time, would constitute a breach or default or permit termination, modification, or acceleration thereunder; (iv) no party to the lease or sublease has repudiated any provision thereof; (v) there are no disputes, oral agreements, or forbearance programs in effect as to the lease or sublease; (vi) with respect to each sublease, the representations and warranties set forth in subsections (i) through (v) above are true and correct with respect to the underlying lease; (vii) the Company has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the leasehold or subleasehold; (viii) all facilities leased or subleased thereunder have received all approvals of governmental Authorities (including licenses and permits) required in connection with the operation thereof and have been operated and maintained in accordance with applicable Laws, rules, and regulations; (ix) all facilities leased or subleased thereunder are supplied with utilities and other services necessary for the operation of said facilities; and (x) the owner of the facility leased or subleased has good and marketable title to the parcel of real property, free and clear of all Liens, easements, covenants, or other restrictions, except for installments of special easements of real estate Taxes not yet delinquent and recorded easements, covenants, and other restrictions which do not impair the current use, occupancy, or value, or the marketability of title, of the property subject thereto.

Real Property. Except as set forth on Schedules 2.1(a) and 8.1, with respect to the Owned Facilities: (a) RII Sub shall receive Omnicom or its Subsidiaries, as the case may be, holds good and marketable fee title to all real property and interest in real property owned in fee by general warranty deed Omnicom or any of its Subsidiaries which are material to Omnicom’s business on a consolidated basis (collectively, the “Omnicom Owned Real Property”), free and clear of all Liens, except for Permitted Liens. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, an Omnicom Material Adverse Effect, all buildings and other structures, facilities, building systems, fixtures or improvements located on each parcel of Omnicom Owned Real Property are in good working order and repair for the Owned Facilities in proper form for recording in sufficient operation of the State of North Carolina;business as currently conducted (ordinary wear and tear excepted). (b) The Owned Facilities shall be Omnicom or its Subsidiaries, as the case may be, has a good and valid and leasehold or subleasehold interest, as applicable, in all real property leased, subleased or otherwise used or occupied by Omnicom or any of its Subsidiaries which are material to Omnicom’s business on a consolidated basis (collectively, the “Omnicom Leased Real Property”), free and clear of any Security Interest, easement, covenant, or other restrictionall Liens, except for installments Permitted Liens. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, an Omnicom Material Adverse Effect, Omnicom and each of special assessments not yet delinquent its Subsidiaries and, to the Knowledge of Omnicom, any other party to such lease, is in compliance with all terms and recorded easementsconditions of each lease, covenantssublease, matters shown occupancy agreement or other agreement governing any Omnicom Leased Real Property and any amendment, modification, guaranties and side letters relating thereto (collectively, the “Omnicom Real Property Leases”), and neither Omnicom nor any of its Subsidiaries has received any notice of default thereunder which is outstanding and remains uncured beyond any applicable period of cure, nor does Omnicom or any of its Subsidiaries have Knowledge of the existence of, any default, or event or circumstance that, with notice or lapse of time, or both, would constitute a default or permit the termination, modification or acceleration of rent under such Omnicom Real Property Lease by the Survey attached as Schedule 8.2 and other restrictions which do not impair party that is the current use lessee or occupancy, or the marketability lessor of title, of the property subject thereto;such Omnicom Leased Real Property. (c) There shall The Omnicom Owned Real Property and Omnicom Leased Real Property are referred to collectively herein as the “Omnicom Real Property.” The Omnicom Real Property constitutes all of the material real property used or necessary for use in connection with the conduct of the business of Omnicom and its Subsidiaries as presently conducted. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, an Omnicom Material Adverse Effect and, in the case of the Omnicom Leased Real Property, to the Knowledge of Omnicom, (i) each parcel of Omnicom Real Property is in compliance with all existing Laws applicable to such Omnicom Real Property, (ii) there are no Proceedings in eminent domain, condemnation or other similar Proceedings that are pending or threatened condemnation proceedingsand, lawsuitsto Omnicom’s Knowledge, or administrative actions there are no such Proceedings threatened, affecting any portion of the Omnicom Real Property, (iii) no casualty event has occurred with respect to any Omnicom Real Property that has not been remedied (including in compliance with any applicable Omnicom Real Property Lease) and (iv) and neither Omnicom nor any of its Subsidiaries has received written notice of the existence of any type Order or of any pending Proceeding relating to the Owned Facilitiesownership, lease, use, occupancy or operation by any Person of the Omnicom Real Property. Neither Omnicom nor any of its Subsidiaries has leased, subleased, licensed or otherwise granted any Person a right to use or occupy any of the Omnicom Real Property or any material portion thereof, except as has not had and would not reasonably be expected to have, individually or in the aggregate, an Omnicom Material Adverse Effect. Neither Omnicom nor any of its Subsidiaries has granted any option or other matters affecting adversely the current use, or occupancy thereof, including unpaid tap fees, contemplated special assessments or zoning changes; (d) The legal description for the Owned Facilities contained in the deed therefor shall describe the real property forming a part right to any third party to purchase any of the Owned Facilities fully and adequatelyOmnicom Real Property or any material portion thereof. The building and improvements located within the boundary lines of the described parcel of land (1) shall not be in violation of applicable setback requirements, zoning laws, and ordinances, (2) shall not encroach on any easement which may burden the land, and described parcel of land not serve any adjoining property for any purpose inconsistent with the use of the land, and (3) shall not be located within any flood plain or be included in any wetlands or be subject Neither Omnicom nor its Subsidiaries is party to any similar type restriction for which agreement to purchase or sell any permits or licenses necessary to the use thereof shall have not been obtained; and (e) The Owned Facilities shall abut and have direct vehicular access to a public road, direct access to an operational railroad spur, or have vehicular access to a public road via a permanent, irrevocable, appurtenant easement benefitting the Owned Facilitiesreal property.

Real Property. (a) Schedule 3.9 sets forth a complete list of all real property and interests in real property owned in fee by the Company and its Subsidiaries ("Owned Properties"). Except as set forth in Schedule 3.9, each of the Company and its Subsidiaries has good and marketable title to its interest in the Owned Properties, free and clear of all Liens. (b) Except as set forth in Schedule 3.9, neither the Company or any of its Subsidiaries is the owner of, or under any agreement or option to own, any real property or any interest therein, other than the Owned Properties. (c) Except as set forth in Schedule 3.9, all of the Buildings and Fixtures on Schedules 2.1(athe Owned Properties were built in accordance with all Applicable Laws and with all required authorizations validly issued pursuant thereto. Except as set forth in Schedule 3.9, all of the Buildings and Fixtures on the Owned Properties and the Leased Properties: (i) are in good operating condition and 8.1in a state of good maintenance and repair, except for normal wear and tear; and (ii) are adequate and suitable for the purposes for which they are presently being used; and (iii) with respect to each of them, the Company and its Subsidiaries have adequate rights of ingress and egress for the operation of their business in the ordinary course. None of the Owned Properties or the Buildings and Fixtures thereon, nor the use, operation or maintenance thereof for the purpose of carrying on the Business, violates any restrictive covenant or any provision of any Applicable Law or encroaches on any property owned by any other Person and the same is the case regarding the Leased Properties. (d) Except as set forth in Schedule 3.9, there are no outstanding work orders with respect to any of the Owned Properties, the Leased Properties or the Buildings or Fixtures thereon, from or required by any municipality, police department, fire department, sanitation, health or safety authorities or from any other Person and there are no matters under discussion with or by the Company or its Subsidiaries relating to work orders. (e) Schedule 3.9 contains a true, complete, and correct list of the building amnesties duly filed by the Companies and its Subsidiaries, in compliance with the Applicable Laws, with respect to Buildings, Fixtures and Owned Properties. Except as set forth in Schedule 3.9, all the Owned Facilities: (a) RII Sub shall receive good and marketable title by general warranty deed for the Owned Facilities amounts due in proper form for recording in the State of North Carolina; (b) The Owned Facilities shall be free and clear of any Security Interest, easement, covenant, or other restriction, except for installments of special assessments not yet delinquent and recorded easements, covenants, matters shown by the Survey attached as Schedule 8.2 and other restrictions which do not impair the current use or occupancy, or the marketability of title, of the property subject thereto; (c) There shall not be pending or threatened condemnation proceedings, lawsuits, or administrative actions of any type relating to the Owned Facilities, or other matters affecting adversely the current use, or occupancy thereof, including unpaid tap fees, contemplated special assessments or zoning changes; (d) The legal description for the Owned Facilities contained in the deed therefor shall describe the real property forming a part of the Owned Facilities fully and adequately. The building and improvements located within the boundary lines of the described parcel of land (1) shall not be in violation of applicable setback requirements, zoning laws, and ordinances, (2) shall not encroach on any easement which may burden the land, and described parcel of land not serve any adjoining property for any purpose inconsistent connection with the use of the land, and (3) shall not be located within any flood plain or be included in any wetlands or be subject to any similar type restriction for which any permits or licenses necessary to the use thereof shall have not been obtained; and such amnesties indicated under this subsection (e) The Owned Facilities shall abut have been fully paid and no further obligations are pending towards the relevant Governmental Authority and no claims have direct vehicular access been filed or are expected to be filed by such Governmental Authority. (f) Schedule 3.9 sets forth a public roadcomplete list of all real property and interests in real property leased by the Company and its Subsidiaries ("Leased Properties"), direct access to an operational railroad spurtogether with a brief description of each of the Leased Properties, the term of each Leased Property, the rental payments thereunder, any rights of renewal and the term thereof and any restrictions on assignment concerning the Company and its Subsidiaries. Except as set forth in Schedule 3.9, none of the Company or its Subsidiaries are a party to, or under any agreement or option to become a party to, any lease with respect to real property used or to be used in the Business, other than the Leased Properties. Each Leased Property is in good standing, creates a good and valid leasehold estate in the Leased Properties thereby demised and is in full force and effect without amendment thereto. Except as set forth in Schedule 3.9, with respect to each Leased Property (i) all rents and additional rents due thereunder have vehicular access been paid; (ii) neither the lessor nor the lessee is in material default thereunder; (iii) no waiver, indulgence or postponement of the lessee's obligations thereunder has been granted by the lessor; (iv) there exists no event of default or event, occurrence, condition or act (including, without limitation, the purchase of the Shares) which, with the giving of notice, the lapse of time or the happening of any other event or condition, would become a default under any such Leased Properties; (v) neither the Company nor its Subsidiaries have violated any of the terms or conditions under any such Leased Properties in any material respect; and (vi) all of the covenants to a public road via a permanent, irrevocable, appurtenant easement benefitting the Owned Facilitiesbe performed by any other party under any such Leased Properties have been fully performed.

Real Property. Except as set forth on Schedules 2.1(a(i) Section 4(l)(i) of the Disclosure Schedule lists and 8.1, with describes briefly all real property that any CP Entity owns. With respect to the Owned Facilitieseach such parcel of owned real property: (aA) RII Sub shall receive The identified owner has good and marketable title by general warranty deed for to the Owned Facilities in proper form for recording in the State parcel of North Carolina; (b) The Owned Facilities shall be real property, free and clear of any Security Interest, easement, covenant, or other restriction, except for installments of special assessments not yet delinquent and recorded easements, covenants, matters shown by the Survey attached as Schedule 8.2 and other restrictions which do not impair the current use use, occupancy, or occupancyvalue, or the marketability of title, of the property subject thereto; (cB) There shall not be are no pending or threatened condemnation proceedings, lawsuits, or administrative actions of any type relating to the Owned Facilities, property or other matters affecting materially and adversely the current use, occupancy, or occupancy value thereof, including unpaid tap fees, contemplated special assessments or zoning changes; (dC) The legal description for the Owned Facilities parcel contained in the deed therefor shall describe the real property forming a part of the Owned Facilities thereof describes such parcel fully and adequately. The building , the buildings and improvements are located within the boundary lines of the described parcel parcels of land (1) shall land, are not be in violation of applicable setback requirements, zoning laws, and ordinancesordinances (and none of the properties or buildings or improvements thereon are subject to "permitted non-conforming use" or "permitted non-conforming structure" classifications), (2) shall and do not encroach on any easement which may burden the land, and described parcel of the land does not serve any adjoining property for any purpose inconsistent with the use of the land, and (3) shall the property is not be located within any flood plain or be included in any wetlands or be subject to any similar type restriction for which any permits or licenses necessary to the use thereof shall have not been obtained; (D) All facilities have received all approvals of governmental authorities (including licenses and permits) required in connection with the ownership or operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations; (E) There are no leases, subleases, licenses, concessions, or other agreements, written or oral, granting to any party or parties the right of use or occupancy of any portion of the parcel of real property; (F) There are no outstanding options or rights of first refusal to purchase the parcel of real property, or any portion thereof or interest therein; (G) There are no parties (other than the CP Entities) in possession of the parcel of real property, other than tenants under any leases disclosed in Section 4(l)(i) of the Disclosure Schedule who are in possession of space to which they are entitled; (H) All facilities located on the parcel of real property are supplied with utilities and other services necessary for the operation of such facilities, including gas, electricity, water, telephone, sanitary sewer, and storm sewer, all of which services are adequate in accordance with all applicable laws, ordinances, rules, and regulations and are provided via public roads or via permanent, irrevocable, appurtenant easements benefitting the parcel of real property; and (eI) The Owned Facilities shall abut Each parcel of real property abuts on and have has direct vehicular access to a public road, direct access to an operational railroad spur, or have vehicular has access to a public road via a permanent, irrevocable, appurtenant easement benefitting the Owned Facilitiesparcel of real property, and access to the property is provided by paved public right-of-way with adequate curb cuts available. (ii) Section 4(l)(ii) of the Disclosure Schedule lists and describes briefly all real property leased or subleased to any CP Entity. Seller has delivered to the Buyer correct and complete copies of the leases and subleases listed in Section 4(l)(ii) of the Disclosure Schedule (as amended to date). With respect to each lease and sublease listed in Section 4(l)(ii) of the Disclosure Schedule: (A) The lease or sublease is legal, valid, binding, enforceable, and in full force and effect; (B) The lease or sublease will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated hereby; (C) no party to the lease or sublease is in breach or default, and no event has occurred which, with notice or lapse of time, would constitute a breach or default or permit termination, modification, or acceleration thereunder; (D) No party to the lease or sublease has repudiated any provision thereof; (E) There are no disputes, oral agreements, or forbearance programs in effect as to the lease or sublease; (F) With respect to each sublease, the representations and warranties set forth in subsections (A) through (E) above are true and correct with respect to the underlying lease; (G) No CP Entity has assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the leasehold or subleasehold; (H) All facilities leased or subleased thereunder have received all approvals of governmental authorities (including licenses and permits) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations; (I) All facilities leased or subleased thereunder are supplied with utilities and other services necessary for the operation of said facilities; and (J) the owner of the facility leased or subleased has good and marketable title to the parcel of real property, free and clear of any Security Interest, easement, covenant, or other restriction, except for installments of special easements not yet delinquent and recorded easements, covenants, and other restrictions which do not impair the current use, occupancy, or value, or the marketability of title, of the property subject thereto.

Real Property. Except as set forth on Schedules 2.1(a) and 8.1, with respect to the Owned Facilities: (a) RII Sub shall receive good Schedule 5.15(a) sets forth the addresses of all real property owned by the Company or any of its Subsidiaries (the “Owned Real Property”). The Company or its Subsidiary, as applicable, has good, valid, and marketable title by general warranty deed for to the Owned Facilities in proper form for recording extent applicable in the State of North Carolina; (b) The jurisdiction in which the applicable Owned Facilities shall be Real Property is located, marketable, title to all Owned Real Property, free and clear of any Security Interest, easement, covenant, or other restrictionall Liens, except for installments of special assessments Permitted Liens. Except as would not yet delinquent and recorded easementsbe material to the Group Companies, covenants, matters shown by the Survey attached taken as Schedule 8.2 and other restrictions which do not impair the current use or occupancy, or the marketability of title, of the property subject thereto;a whole: (ci) There shall not be there are no pending or or, to the Company’s Knowledge, threatened condemnation proceedings, lawsuits, suits or administrative actions of any type relating to the any Owned Facilities, or other matters affecting adversely the current use, or occupancy thereof, including unpaid tap fees, contemplated special assessments or zoning changesReal Property; (dii) The legal description such Owned Real Property is in compliance with all applicable Laws and Permits affecting such Owned Real Property, and the Company has not received written notice of violation of any such Laws which have not heretofore been cured or corrected; (iii) Such Owned Real Property and all improvements thereon are in reasonably good working condition and repair, ordinary wear and tear excepted, subject only to normal, scheduled maintenance, and are reasonably sufficient for the Owned Facilities contained their current uses in the deed therefor shall describe the real property forming a part operation of the Owned Facilities fully and adequately. The building and improvements located within the boundary lines business of the described parcel Group Companies as currently conducted thereon; (iv) there are no contracts or other, agreements, granting to any third party or parties the right of land (1) shall not be in violation use or occupancy of applicable setback requirementssuch Owned Real Property, zoning lawsor any portion thereof, and ordinances, (2) shall not encroach on there are no third parties in possession of any easement which may burden the land, and described parcel of land not serve any adjoining property for any purpose inconsistent with the use of the land, and (3) shall not be located within any flood plain or be included in any wetlands or be subject to any similar type restriction for which any permits or licenses necessary to the use thereof shall have not been obtained; andsuch Owned Real Property; (ev) The each such Owned Facilities shall abut and have Real Property has adequate direct vehicular access to a public road, direct ; (vi) such Owned Real Property has adequate access to an operational railroad spurutilities and other services necessary for the operation of the business of the Group Companies as currently conducted at such Owned Real Property; (b) Schedule 5.15(b)(i) hereto sets forth a list of the addresses of all real property leased, subleased, licensed or otherwise used and occupied by the Company or any of its Subsidiaries, other than the Owned Real Property (the “Leased Real Property”). True, complete and correct copies of all leases, subleases, licenses, or other agreements pursuant to which the Company or any of its Subsidiaries hold an interest in the Leased Real Property (the “Leases”), together with all amendments, extensions, renewals, guaranties and other material agreements with respect thereto, have vehicular access been provided or otherwise made available to Purchaser. Except as would not be material to the Group Companies, taken as a public road via whole, or except as set forth on Schedule 5.15(b)(ii), with respect to each of the Leases: (i) such Lease is in full force and effect and is a permanentvalid and binding obligation of the Company or any of its Subsidiaries that is a party thereto and enforceable in accordance with its terms against the Company or such Subsidiary and, irrevocableto the Knowledge of the Company, appurtenant easement benefitting each other party thereto; (ii) no Group Company has received written notice from any counterparty to such Lease claiming that such Group Company is in default under such Lease; (iii) neither the Owned FacilitiesCompany nor any of its Subsidiaries nor, to the Knowledge of the Company, any other party is in default or breach of such Lease, and, to the Knowledge of the Company, there does not exist any event, condition or omission that would, with the giving of notice or the passage of time, or both, constitute such a default or breach; (iv) the Company and each of its Subsidiaries have not subleased, licensed or otherwise granted any Person the right to use or occupy the Leased Real Property or any portion thereof; (v) the applicable Group Company’s leasehold interest in the Leased Real Property is free and clear of all Liens, except Permitted Liens; (vi) the Group Companies’ use and operation of the Leased Real Property is in compliance with all applicable Laws and Permits; (viii) the Group Companies’ possession and quiet enjoyment of the Leased Real Property has not been disturbed; and (ix) all buildings and improvements at the Leased Real Property which the Group Companies are responsible for maintaining pursuant to the terms of the applicable Lease are in reasonably good working condition and repair, ordinary wear and tear excepted, and are reasonably sufficient for their current uses in the operation of the business of the Group Companies as currently conducted.

Real Property. Except as set forth on Schedules 2.1(a(i) Section 3.01(o)(i) of the Company Disclosure Schedule contains a complete and 8.1, with respect to the Owned Facilities:accurate list of all material real property owned by the (aA) RII Sub shall receive The Company or its applicable Subsidiary has good and marketable title by general warranty deed to each Owned Real Property subject to no Liens except Permitted Liens, (B) neither the Company nor any of its Subsidiaries has leased or otherwise granted to anyone the right to use or occupy any Owned Real Property or any portion thereof, (C) there are no outstanding options, rights of first offer or rights of first refusal to purchase any Owned Real Property or any portion thereof or interest therein, (D) all improvements on the Owned Real Property are, in all material respects, in good condition and repair and sufficient for the operation of the Company’s or the applicable Subsidiary’s business as currently conducted and (E) there is no condemnation or other proceeding in eminent domain, pending or threatened, affecting any parcel of Owned Facilities in proper form for recording Real Property or any portion thereof or interest therein. (ii) Section 3.01(o)(ii) of the Company Disclosure Schedule sets forth a complete and accurate list of all material real property leased by the Company and its Subsidiaries (the “Leased Real Property”, and together with the Owned Real Property, the “Real Property”). Except as has not had and would not reasonably be expected to have, individually or in the State aggregate, a Material Adverse Effect, (A) all leases (including subleases) of North Carolina;real property under which the Company or any of its Subsidiaries is a lessee or sublessee (the “Leases”) are in full force and effect, (B) neither the Company nor any of its Subsidiaries, nor to the Knowledge of the Company, any other party to any such Lease, is in default under any of the Leases, and no event has occurred which, with notice or lapse of time, would constitute a default by the Company or any of its Subsidiaries under any of the Leases and (C) the transactions contemplated by this Agreement do not require the consent of any other party to a Lease. Neither the Company nor any of its Subsidiaries has subleased, licensed or otherwise granted anyone the right to use or occupy any Leased Real Property or any portion thereof, and neither the Company nor any of its Subsidiaries has collaterally assigned or granted any other security interest in any such leasehold estate or any interest therein. (biii) The Owned Facilities shall be free and clear of any Security Interest, easement, covenant, or other restriction, except for installments of special assessments not yet delinquent and recorded easements, covenants, matters shown by the Survey attached as Schedule 8.2 and other restrictions which do not impair the current use or occupancy, or the marketability of title, Real Property comprises all of the material real property subject thereto; (c) There shall not be pending or threatened condemnation proceedings, lawsuits, or administrative actions of any type relating to the Owned Facilities, or other matters affecting adversely the current use, or occupancy thereof, including unpaid tap fees, contemplated special assessments or zoning changes; (d) The legal description for the Owned Facilities contained used in the deed therefor shall describe the real property forming a part business of the Owned Facilities fully Company and adequately. The building and improvements located within the boundary lines of the described parcel of land (1) shall not be in violation of applicable setback requirements, zoning laws, and ordinances, (2) shall not encroach on any easement which may burden the land, and described parcel of land not serve any adjoining property for any purpose inconsistent with the use of the land, and (3) shall not be located within any flood plain or be included in any wetlands or be subject to any similar type restriction for which any permits or licenses necessary to the use thereof shall have not been obtained; and (e) The Owned Facilities shall abut and have direct vehicular access to a public road, direct access to an operational railroad spur, or have vehicular access to a public road via a permanent, irrevocable, appurtenant easement benefitting the Owned Facilitiesits Subsidiaries as currently conducted.

Real Property. Except as set forth on Schedules 2.1(aExhibit C lists and describes briefly all real property that the Acquired Company owns (the “Owned Property”) and 8.1, except as stated in Exhibit C and with respect to the each such parcel of Owned FacilitiesProperty: (ai) RII Sub shall receive the identified owner has good and marketable title by general warranty deed for to the parcel of Owned Facilities in proper form for recording in the State of North Carolina; (b) The Owned Facilities shall be Property, free and clear of any Security Interestall Liens, easementeasements, covenantcovenants, or other restrictionrestrictions, except for installments of special assessments of real estate Taxes not yet delinquent and recorded easements, covenants, matters shown by the Survey attached as Schedule 8.2 and other restrictions which do not impair the current use use, occupancy, or occupancyvalue, or the marketability of title, of the property subject thereto; (cii) There shall not be there are no pending or or, to the Knowledge of the Seller and the Directors and officers (and employees with responsibility for real estate matters) of the Acquired Company, threatened condemnation proceedings, lawsuits, or administrative actions of any type relating to the Owned Facilities, property or other matters affecting adversely the current use, occupancy, or occupancy value thereof, including unpaid tap fees, contemplated special assessments or zoning changes; (diii) The the legal description for the Owned Facilities parcel contained in the deed therefor shall describe the real property forming a part of the Owned Facilities thereof describes such parcel fully and adequately. The building , the buildings and improvements are located within the boundary lines of the described parcel parcels of land (1) shall land, are not be in violation of applicable setback requirements, zoning lawsLaws, and ordinancesordinances (and none of the properties or buildings or improvements thereon are subject to “permitted non-conforming use” or “permitted non-conforming structure” classifications), (2) shall and do not encroach on any easement which may burden the land, and described parcel of the land does not serve any adjoining property for any purpose inconsistent with the use of the land, and (3) shall the property is not be located within any flood plain or be included in any wetlands or be subject to any similar type restriction for which any permits or licenses necessary to the use thereof shall have not been obtained; (iv) all facilities have received all approvals of governmental Authorities (including licenses and permits) required in connection with the ownership or operation thereof and have been operated and maintained in accordance with applicable Laws, rules, and regulations; (v) there are no leases, subleases, licenses, concessions, or other Contracts, written or oral, granting to any party or parties the right of use or occupancy of any portion of the parcel of Owned Property; (vi) there are no outstanding options or rights of first refusal to purchase the parcel of Owned Property, or any portion thereof or interest therein; (vii) there are no parties (other than the Acquired Company) in possession of the parcel of real property; (viii) all facilities located on the parcel of real property are supplied with utilities and other services necessary for the operation of such facilities, including gas, electricity, water, telephone, sanitary sewer, and storm sewer, all of which services are adequate in accordance with all applicable Laws, ordinances, rules, and regulations and are provided via public roads or via permanent, irrevocable, appurtenant easements benefiting the parcel of real property; and (eix) The Owned Facilities shall abut each parcel of real property abuts on and have has direct vehicular access to a public road, direct access to an operational railroad spur, or have vehicular has access to a public road via a permanent, irrevocable, appurtenant easement benefitting benefiting the Owned Facilitiesparcel of real property, and access to the property is provided by paved public right-of-way with adequate curb cuts available.

Real Property. (1) Except as set forth on Schedules 2.1(aSCHEDULE 4.10, (i) the Corporation enjoys peaceful and undisturbed possession of the Current Real Property it owns or leases, (ii) none of the Current Real Property is subject to any commitment for sale or use by any Person other than the Corporation, (iii) none of the Current Real Property is subject to any Encumbrance which in any material respect interferes with or impairs the value, transferability or present and continued use thereof in the usual and normal conduct of the Business, (iv) no labor has been performed or material furnished for the Current Real Property for which a mechanic's or materialman's lien or liens, or any other lien, has been or could be claimed by any Person, (v) the Current Real Property is in compliance with all Governmental Requirements (including without limitation all zoning, subdivision and other applicable land use ordinances and by-laws) and 8.1all existing covenants, with respect to the Owned Facilities: (a) RII Sub shall receive good conditions, restrictions and marketable title by general warranty deed for the Owned Facilities in proper form for recording in the State of North Carolina; (b) The Owned Facilities shall be free and clear of any Security Interest, easement, covenant, or other restriction, except for installments of special assessments not yet delinquent and recorded easements, covenants, matters shown by the Survey attached as Schedule 8.2 and other restrictions which do not impair the current use of the Current Real Property does not constitute a non-conforming use under the applicable zoning ordinances and by-laws and (vi) no default or occupancybreach exists with respect to, and neither Seller nor the Corporation has received any notice of any default or breach under, any Encumbrance affecting any of the Current Real Property. (1) There are no condemnation, eminent domain or expropriation proceedings pending, or to the marketability knowledge of titleSeller or the Corporation contemplated or threatened, against the Current Real Property or any part thereof, and neither Seller nor the Corporation knows of any desire of any Governmental Authority to take or use the property subject thereto; (c) Current Real Property or any part thereof. There shall not be are no existing, or to the knowledge of Seller or the Corporation, contemplated or threatened, general or special assessments affecting the Current Real Property or any portion thereof. Neither Seller nor the Corporation has received notice of, nor does the Seller or the Corporation have any knowledge of, any pending or threatened Proceeding (including, without limitation, condemnation proceedingsor eminent domain proceeding) before any Governmental Authority which relates to the ownership, lawsuitsmaintenance, use or administrative actions operation of the Current Real Property, nor does Seller or the Corporation know of any fact which might give rise to any such Proceeding or any type relating of existing or intended use of any real property adjacent to the Owned Facilities, or other matters affecting Current Real Property which might materially adversely the current use, or occupancy thereof, including unpaid tap fees, contemplated special assessments or zoning changes; (d) The legal description for the Owned Facilities contained in the deed therefor shall describe the real property forming a part of the Owned Facilities fully and adequately. The building and improvements located within the boundary lines of the described parcel of land (1) shall not be in violation of applicable setback requirements, zoning laws, and ordinances, (2) shall not encroach on any easement which may burden the land, and described parcel of land not serve any adjoining property for any purpose inconsistent with affect the use of the landCurrent Real Property. (2) To the knowledge of the Corporation and Seller, and none of the Current Real Property is located within any area determined to be flood-prone under the Federal Flood Protection Act of 1973, or any comparable state or local Governmental Requirement. (3) shall not be located within Neither Seller nor the Corporation has received any flood plain notice from any insurance company of any defects or be included inadequacies in the Current Real Property or any wetlands part thereof which would materially and adversely affect the insurability of the Current Real Property or be subject the premiums for the insurance thereof, and no notice has been given by any insurance company which has issued a policy with respect to any portion of the Current Real Property or by any board of fire underwriters (or other body exercising similar type restriction for functions) requesting the performance of any repairs, alterations or other work which any permits or licenses necessary to the use thereof shall have has not been obtained; and (e) The Owned Facilities shall abut and have direct vehicular access to a public road, direct access to an operational railroad spur, or have vehicular access to a public road via a permanent, irrevocable, appurtenant easement benefitting the Owned Facilitiescomplied with.

Real Property. Except as set forth on Schedules 2.1(a) and 8.1, with respect to the Owned Facilities: (a) RII Sub shall receive good Schedule 4.13 contains a true and marketable title by general warranty deed for the Owned Facilities in proper form for recording in the State complete description of North Carolina;all Real Property and Real Property Interests. (b) The Owned Facilities shall be free and clear of any Security InterestWith respect to each Real Property Interest that is a leasehold, easement, covenant, Seller has a valid leasehold or other restriction, except for installments of special assessments not yet delinquent and recorded easements, covenants, matters shown by subleasehold interest to the Survey attached as Schedule 8.2 and other restrictions which do not impair the current use or occupancy, or the marketability of title, of the property subject thereto;underlying Real Property. (c) There shall not be are no pending or or, to the knowledge of Seller, threatened condemnation proceedings, lawsuits, or administrative actions of any type relating to the Owned Facilities, any Real Property or Real Property Interest or other matters affecting that could materially and adversely affect the current use, use or occupancy thereof, including unpaid tap fees, contemplated special assessments or zoning changes;. (d) The legal description for the Owned Facilities contained in the deed therefor shall describe the real property forming a part of the Owned Facilities fully and adequately. The building To Seller’s knowledge, all buildings and improvements on any Real Property are located within the boundary lines of the described parcel of land (1) shall Real Property, are not be in violation of applicable setback requirements, zoning lawslaws and ordinances (and none of the properties or buildings or improvements thereon are subject to “permitted non-conforming use” or “permitted non-conforming structure” classifications), and ordinances, (2) shall do not encroach on any easement which may burden the land, and described parcel of land not serve any adjoining property for any purpose inconsistent with the use of the land, and (3) shall not be located within any flood plain or be included in any wetlands or be subject to any similar type restriction for which any permits or licenses necessary to the use thereof shall have not been obtained; and. (e) The Owned Facilities shall abut and have direct vehicular access Except as disclosed on Schedule 4.13, neither Seller nor, to a public roadSeller’s knowledge, direct access to an operational railroad spurany other Person has entered into any leases, subleases, licenses, concessions, or have vehicular access other agreements, written or oral, granting to a public road via a permanentany Person the right of use or occupancy of any portion of any Real Property other than Seller. (f) No Real Property Interest owned by Seller is subject to any outstanding options or rights of first refusal to purchase such Real Property Interest, irrevocableor any portion thereof or interest therein. (g) There are no Persons (other than Seller) in possession of any Real Property, appurtenant easement benefitting other than tenants under any leases or licenses disclosed on Schedule 4.13. (h) All facilities located on any Real Property are supplied with utilities and other services necessary for the Owned Facilitiesoperation of such facilities, including gas, electricity, water, telephone, sanitary sewer, and storm sewer; the facilities are in working order; all plumbing, heating, electrical, and air conditioning systems and equipment and systems therein are in good order and repair and operating condition. (i) Seller has delivered to Buyer true and complete copies of any deed, lease, or sublease for each Real Property Interest.

Real Property. ‌ (i) Except as set forth on Schedules 2.1(a) and 8.1as, with respect individually or in the aggregate, would not reasonably be expected to the Owned Facilitieshave a Willow Material Adverse Effect: (aA) RII Sub shall receive Willow and each Willow Subsidiary have good and marketable fee title by general warranty deed for the Owned Facilities in proper form for recording in the State of North Carolina; (b) The Owned Facilities shall be free and clear of any Security Interest, easement, covenant, or other restriction, except for installments of special assessments not yet delinquent and recorded easements, covenants, matters shown by the Survey attached as Schedule 8.2 and other restrictions which do not impair the current use or occupancy, or the marketability equivalent in any applicable foreign jurisdiction) to each and all of titleits owned real property, and good and valid leasehold title to all of the its leased property pursuant to leases with third parties which are enforceable in accordance with their terms, in each case subject thereto; (c) There shall not be pending or threatened condemnation proceedingsonly to Willow Permitted Liens, lawsuits, or administrative actions of any type relating to the Owned Facilities, or other matters affecting adversely the current use, or occupancy thereof, including unpaid tap fees, contemplated special assessments or zoning changes; (d) The legal description for the Owned Facilities contained in the deed therefor shall describe the all such real property forming a part of the Owned Facilities fully and adequately. The building and improvements located within the boundary lines of the described parcel of land (1) shall not be in violation of complies with all applicable setback requirementszoning and land use ordinances, zoning lawslaws and regulations, and ordinancesor is a valid nonconforming use thereunder, (2) shall not encroach on any easement which may burden the land, and described parcel of land not serve any adjoining property for any purpose inconsistent with the use of the land, and (3) shall not be located within any flood plain or be included in any wetlands or be subject to any similar type restriction for which any permits or licenses necessary to the use thereof shall have not been obtained; and (e) The Owned Facilities shall abut and have direct vehicular access to a public road, direct access to an operational railroad spur, or have vehicular has sufficient access to a public road via and (3) is improved with all necessary and sufficient buildings, structures and improvements sufficient for the continuation of its business as currently conducted, in accordance with all applicable Willow Permits and applicable laws with respect to Willow and the Willow Subsidiaries; (B) there are no existing (or to ▇▇▇▇▇▇’s knowledge, threatened) condemnation proceedings with respect to any such real property; and (C) with respect to all such leased real property, Willow and each of the Willow Subsidiaries are in compliance with all material terms and conditions of each lease therefor, and neither Willow nor any Willow Subsidiary has received any notice of default thereunder which is outstanding and remains uncured beyond any applicable period of cure. (ii) As used herein, “Willow Permitted Liens” means all Liens, charges, encumbrances, mortgages, deeds of trust and security agreements disclosed in any Willow SEC Documents, together with the following (without duplication): (A) Liens imposed by law, such as mechanics and materialmen Liens, in each case for sums not yet overdue for a permanentperiod of more than thirty (30) days or being contested in good faith by appropriate proceedings or such other Liens arising out of judgments or awards against ▇▇▇▇▇▇, irrevocable, appurtenant easement benefitting with respect to which ▇▇▇▇▇▇ shall then be proceeding with an appeal or other proceedings for review if adequate reserves with respect thereto are maintained on the Owned Facilities.books of Willow in accordance with GAAP,

Real Property. Except (A) Environmental Matters --------------------- (i) The Real Property and the operations thereon and the uses made thereof, are in compliance with all, and are not in violation of any Environmental Laws (as set forth hereinafter defined). (ii) There has been no generation, use, treatment, handling, storage or disposal of Hazardous Materials on Schedules 2.1(aor from the Real Property by any person (including, without limitation, MC and the past and present officers, employees and agents of MC and all past and present owners, operators and lessees of the Real Property) at any time except in full compliance with all Environmental Laws. (iii) The Real Property has not been used at any time by any person in such a manner as to cause a violation of any Environmental Law or to potentially give rise to any liability or obligation for the remediation or restoration of the Real Property or for the treatment, storage, removal, disposal, release, arrangement for removal or disposal or transportation of any Hazardous Materials. (iv) None of MCUS or the MC Affiliates has received any notice of, and 8.1no circumstances exist that could form the basis of, with respect an Environmental Action (as hereinafter defined) arising out of or relating to the Owned Facilities:Real Property or the generation, use, treatment, handling, storage or disposal of Hazardous Materials thereon, or the release or transportation of Hazardous Materials thereto or therefrom. (v) Each of MCUS and the MC Affiliates has obtained all permits, approvals, licences and other authorisations required under Environmental Laws, such licenses and permits being in full force and effect and is complying in all respects therewith. (vi) No employees of MC or its predecessors or any past owner, operator or lessee of the Real Property have been exposed to Hazardous Materials. (vii) Each of MCUS and the MC Affiliates has delivered to ST true, complete and correct copies or results of any and all reports, studies or tests in the possession of or initiated by it pertaining to the existence of Hazardous Materials and other environmental concerns on any part of the Real Property or concerning compliance with or liability under Environmental Laws in the operation of the business of MC or as conducted by any prior owner, operator or lessee of the Real Property. As used in this Section 4.2 and elsewhere in this Agreement:- (a) RII Sub The term "Real Property" shall receive good and marketable title by general warranty deed for mean the Owned Facilities US Real Property (in proper form for recording ------------- the event ST Chatsworth exercises the option pursuant to Section 1.3), the US Leasehold (in the State of North Carolinaevent ST Chatsworth exercises the option pursuant to Section 1.3), the Singapore Leasehold and the Thai Land and the Real Property Leases; (b) The Owned Facilities shall be free and clear of any Security Interest, easement, covenant, or other restriction, except for installments of special assessments not yet delinquent and recorded easements, covenants, matters shown by the Survey attached as Schedule 8.2 and other restrictions which do not impair the current use or occupancy, or the marketability of title, of the property subject thereto; (c) There shall not be pending or threatened condemnation proceedings, lawsuits, or administrative actions of any type relating to the Owned Facilities, or other matters affecting adversely the current use, or occupancy thereof, including unpaid tap fees, contemplated special assessments or zoning changes; (d) The legal description for the Owned Facilities contained in the deed therefor shall describe the real property forming a part of the Owned Facilities fully and adequately. The building and improvements located within the boundary lines of the described parcel of land (1) shall not be in violation of applicable setback requirements, zoning laws, and ordinances, (2) shall not encroach on any easement which may burden the land, and described parcel of land not serve any adjoining property for any purpose inconsistent with the use of the land, and (3) shall not be located within any flood plain or be included in any wetlands or be subject to any similar type restriction for which any permits or licenses necessary to the use thereof shall have not been obtained; and (e) The Owned Facilities shall abut and have direct vehicular access to a public road, direct access to an operational railroad spur, or have vehicular access to a public road via a permanent, irrevocable, appurtenant easement benefitting the Owned Facilities.

Real Property. Except as set forth on Schedules 2.1(a) and 8.1, with respect to the Owned Facilities: (a) RII Sub shall receive good SCHEDULES 4.22(A) and marketable title by general warranty deed for 4.22(B) hereto contain true and complete lists and descriptions of all of the Owned Facilities in proper form for recording in the State of North Carolina;Real Property and Leased Real Property, respectively. (b) The Owned Facilities shall be free Real Property includes all land, buildings, structures and clear of any Security Interest, easement, covenant, or other restriction, except for installments of special assessments not yet delinquent and recorded easements, covenants, matters shown improvements used by the Survey attached as Schedule 8.2 and other restrictions which do not impair Companies in the current use or occupancy, or the marketability of title, conduct of the property subject thereto;Business as it is currently being conducted. (c) Neither AGI, the Seller, NDI nor Neyco owns, holds or is obligated under or a party to any option, right of first refusal or other contractual right to acquire or sell any of the Real Property or any interest therein. (d) There shall not are no encroachments or other facts or conditions affecting any parcel of the Real Property that would be revealed by an accurate survey or physical inspection thereof that would (i) interfere in any material respect with the use, occupancy or operation thereof as currently used, occupied and operated or (ii) materially 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. No portion of the Real Property encroaches upon any property belonging to any other Person. (e) With respect to the Owned Real Property, none of AGI, the Seller, NDI or Neyco has received any notice of, nor has there occurred, (i) any pending or threatened condemnation proceedings, lawsuits(ii) any pending or threatened Actions, (iii) any material Liens, or administrative actions (iv) any other matter materially and adversely affecting the value thereof. (f) No portion of the Real Property is located in a special flood hazard area designated by any type relating Governmental Authority. (g) AGI, the Seller, NDI or Neyco has paid all taxes, assessments, charges, fees, levies and impositions that have become due with respect to the Real Property. Each of the parcels of Owned FacilitiesReal Property is assessed for real estate tax purposes as a wholly independent tax lot, separate from any adjoining land or other matters affecting adversely the current use, or occupancy thereof, including unpaid tap fees, contemplated special assessments or zoning changes; (d) The legal description for the Owned Facilities contained in the deed therefor shall describe the real property forming improvements not owned by a Company and constituting a part of such parcel. There are no proceedings pending or, to the Owned Facilities fully knowledge of each of AGI, the Seller, NDI and adequately. The building and improvements located within the boundary lines of the described Neyco, threatened, seeking reductions in real estate taxes imposed upon any parcel of land (1) shall not be in violation Owned Real Property or its assessed valuation. None of applicable setback requirementsAGI, zoning lawsthe Seller, and ordinancesNDI or Neyco knows of any actual or pending imposition of any assessments or public betterments and, (2) shall not encroach on any easement which may burden the land, and described parcel of land not serve any adjoining property for any purpose inconsistent with the use of the land, and (3) shall not be located within any flood plain or be included in any wetlands or be subject to any similar type restriction for which any permits or licenses necessary to the use thereof shall knowledge of each of AGI, the Seller, NDI and Neyco, no improvements have not been obtained; and (e) The Owned Facilities shall abut and have direct vehicular access to a public road, direct access to an operational railroad spur, constructed or have vehicular access to a public road via a permanent, irrevocable, appurtenant easement benefitting planned which would be paid for by means of assessments upon the Owned FacilitiesReal Property.

Real Property. (a) Schedule 1.1A sets forth the location of each Restaurant. All Real Property is leased. No constituent entity of the MS Division owns any Real Property and the Acquired Assets do not include any real property. Except as set forth on Schedules 2.1(aSchedule 3.13, (i) Sellers have, and 8.1(assuming that any required Consent is obtained) immediately following the Closing the Purchaser will have, with respect good and valid leasehold estates or interests in and to all of the Real Property, free and clear of all Liens and encumbrances, except for Permitted Encumbrances, (ii) no Seller has assigned, transferred, conveyed, mortgaged, deeded in trust, encumbered or subleased all or any portion of any Real Property leased by any Seller and (iii) possession by the MS Division of the Real Property subject to the Owned Facilities: (a) RII Sub shall receive good and marketable title by general warranty deed for the Owned Facilities Leases has not been disturbed, nor has any claim been asserted adverse to Sellers' rights in proper form for recording in the State of North Carolina;such leasehold interests. (b) The Owned Facilities shall be free water, electric, gas, and clear sewer utility services, and storm drainage facilities currently available to each parcel of any Security InterestReal Property are adequate for the operation of the Restaurants as presently operated, easementand to the Knowledge of Sellers, covenant, or other restriction, except for installments there is no condition which will result in the termination of special assessments not yet delinquent and recorded easements, covenants, matters shown by the Survey attached as Schedule 8.2 present access from each parcel of Real Property to such utility services and other restrictions which do not impair the current use or occupancy, or the marketability of title, of the property subject thereto;facilities. (c) There shall not be pending or threatened condemnation proceedingsThe constituent entities of the MS Division have obtained, lawsuitsor, or administrative actions of any type relating to the Owned FacilitiesKnowledge of Sellers, or other matters affecting adversely landlords have obtained on their behalf, all authorizations and rights-of-way which are necessary to ensure vehicular and pedestrian ingress and egress to and from the current use, or occupancy thereof, including unpaid tap fees, contemplated special assessments or zoning changes;site of each Restaurant. (d) The legal description for No constituent entity of the Owned Facilities contained in MS Division has received any notice that any Government having the deed therefor shall describe power of eminent domain over any parcel of Real Property has commenced or intends to exercise the real property forming power of eminent domain or a similar power with respect to any part of the Owned Facilities fully and adequately. The building and improvements located within the boundary lines of the described parcel of land (1) shall not be in violation of applicable setback requirements, zoning laws, and ordinances, (2) shall not encroach on any easement which may burden the land, and described parcel of land not serve any adjoining property for any purpose inconsistent with the use of the land, and (3) shall not be located within any flood plain or be included in any wetlands or be subject to any similar type restriction for which any permits or licenses necessary to the use thereof shall have not been obtained; andReal Property. (e) The Owned Facilities shall abut Real Property and have direct vehicular access the present uses thereof comply in all material respects with all material Laws (including without limitation zoning laws and ordinances) of each Government having jurisdiction over the Real Property, and no constituent entity of the MS Division has received any notice from any Government alleging that the Real Property or any improvements erected or situated thereon, or the uses conducted thereon or therein, violate any regulations of any Government having jurisdiction over the Real Property. (f) To the Knowledge of Sellers, no work for municipal improvements has been commenced on or in connection with any parcel of Real Property or any street adjacent thereto and no such improvements are contemplated. No assessment for public improvements has been made against the Real Property which remains unpaid. No notice from any lessor under any Lease or any Government has been served upon the Real Property or received by any constituent entity of the MS Division, or to the Knowledge of Sellers, received by any owner of any of the Real Property subject to a public roadLease, direct access requiring or calling attention to an operational railroad spurthe need for any work, repair, construction, alteration, or have vehicular access to a public road via a permanent, irrevocable, appurtenant easement benefitting installation on or in connection with the Owned FacilitiesReal Property which has not been complied with.

Real Property. (a) Except as set forth on Schedules 2.1(ain Section 4.15(a) of the Disclosure Schedule, the Facility constitutes all the fee and 8.1leasehold interest in real property used or held for use in connection with the Acquired Business. Seller owns and has good, with respect valid, and marketable fee simple title to the Owned Facilities: (a) RII Sub shall receive good Facility, free and marketable title by general warranty deed for the Owned Facilities in proper form for recording in the State clear of North Carolina;all Encumbrances other than Permitted Encumbrances. (b) The Owned Facilities shall Except as set forth in Section 4.15(b) of the Disclosure Schedule, (i) to the Knowledge of Seller, there are no planned or commenced public improvements related to the Facility that may result in special assessments for which the owner of the Facility would be free responsible; (ii) to the Knowledge of Seller, there is no planned condemnation or similar action or material change in any zoning or building ordinance materially and clear adversely affecting the Facility; (iii) there are no material structural or mechanical defects in the Facility, and take as a whole, the Facility is in satisfactory condition and repair in all material respects, subject to reasonable wear and tear and is adequate for the purpose for which it is currently used; (iv) there are no eminent domain or other similar proceedings pending or, to the Knowledge of Seller, threatened affecting any portion of the Facility; (v) the use and operation of the Facility does not violate in any material respect any instrument of record or agreement affecting any portion of the Facility; (vi) neither Seller nor Traex has received any written order requiring repairs, alterations or correction of any Security Interestexisting conditions of the Facility that have not been remedied; (vii) there is no writ, easementinjunction, covenantdecree, order or judgment outstanding, nor any action, claim, suit or proceeding, pending or, to Knowledge of Seller, threatened, relating to the ownership, lease, use, occupancy or operation by Seller or Traex of the Facility; (viii) to the extent necessary for the conduct of Acquired Business as currently conducted thereon, all utility services or systems for the Facility have been installed and are operational and sufficient in all material respects for the operation of the Facility as currently operated; (ix) there are no outstanding options or rights of first refusal to purchase the Facility, or other restriction, except for installments of special assessments any portion thereof or interest therein; (x) the Seller has not yet delinquent and recorded easements, covenants, matters shown by leased or otherwise granted to any Person the Survey attached as Schedule 8.2 and other restrictions which do not impair the current right to use or occupancy, occupy all or the marketability of title, any portion of the property subject thereto;Facility and (xi) the Seller has the right of egress and access to the Facility necessary for the conduct of business thereon. (c) There shall not be pending Except as set forth in Section 4.15(c) of the Disclosure Schedule, the Facility is in compliance in all material respects with all applicable building, zoning, subdivision and other land use and similar Laws affecting the Facility (collectively, the "Real Property Laws"), and in the last five (5) years neither Seller nor Traex has received any notice of violation or threatened condemnation proceedings, lawsuits, or administrative actions claimed violation of any type relating to Real Property Law. No current use by the Owned Facilities, Seller of the Facility is dependent on a nonconforming use or other matters affecting adversely governmental approval, the current use, or occupancy thereof, including unpaid tap fees, contemplated special assessments or zoning changes;absence of which would materially limit the use of the Facility in connection with the operation of the Acquired Business as currently conducted. (d) The legal description for Except as set forth in Section 4.15(d) of the Owned Facilities contained Disclosure Schedule, each parcel included in the deed therefor shall describe the Real Property is assessed for real property forming tax purposes as a wholly independent tax lot, separate from adjoining land or improvements not constituting a part of the Owned Facilities fully and adequately. The building and improvements located within the boundary lines of the described parcel of land (1) shall not be in violation of applicable setback requirements, zoning laws, and ordinances, (2) shall not encroach on any easement which may burden the land, and described parcel of land not serve any adjoining property for any purpose inconsistent with the use of the land, and (3) shall not be located within any flood plain or be included in any wetlands or be subject to any similar type restriction for which any permits or licenses necessary to the use thereof shall have not been obtained; and (e) The Owned Facilities shall abut and have direct vehicular access to a public road, direct access to an operational railroad spur, or have vehicular access to a public road via a permanent, irrevocable, appurtenant easement benefitting the Owned Facilitiesthat parcel.

Real Property. Except Schedule 3.11(a) sets forth the address and description of all Acquired Owned Real Property. With respect to each parcel of Acquired Owned Real Property, except as set forth on Schedules 2.1(a) and 8.1, with respect to the Owned Facilities:Schedule 3.11(b): (a) RII Sub shall receive good the applicable Seller has fee simple title to such Acquired Owned Real Property, free and marketable title by general warranty deed clear of all encumbrances, except for the Owned Facilities in proper form for recording in the State of North CarolinaPermitted Liens and Liens that will be released at or prior to Closing; (b) The Owned Facilities shall be free and clear of any Security Interestthere are no leases, easementsubleases, covenantlicenses, concessions, or other restrictionagreements, except for installments written or oral, granting to any Person the right of special assessments not yet delinquent and recorded easements, covenants, matters shown by the Survey attached as Schedule 8.2 and other restrictions which do not impair the current use or occupancy, or the marketability occupancy of title, any portion of the property subject theretosuch Acquired Owned Real Property; (c) There shall not be pending or threatened condemnation proceedingsthere are no outstanding options, lawsuitsrights of first offer, or administrative actions rights of any type relating first refusal to purchase such Acquired Owned Real Property (other than the Owned Facilitiesright of Purchaser pursuant to this Agreement), or other matters affecting adversely the current use, any portion thereof or occupancy thereof, including unpaid tap fees, contemplated special assessments or zoning changesinterest therein; (d) The legal description for as of the Owned Facilities contained in date of this Agreement, there are no condemnation or eminent domain proceedings pending or, to the deed therefor shall describe the real property forming a Knowledge of Sellers, threatened with respect to all or any part of the Acquired Owned Facilities fully and adequately. The building and improvements located within Real Property; (e) to the boundary lines Knowledge of Sellers, no water, sewer, electric, natural gas, telephone, cable television, drainage facility or other utility required for the operation of the described Business substantially in accordance with past practice is not installed at the applicable Acquired Owned Real Property site or is not connected with appropriate permits. To the Knowledge of Sellers, all water, sewer, electric, natural gas, telephone, cable television, drainage facility or other utilities adequately serve the Business as currently operated. To the Knowledge of Sellers, no utility lines serving any parcel of land Acquired Owned Real Property are located outside the boundaries of such parcel, except for such lines located across lands dedicated to public use or subject to recorded easements for the same, or except as disclosed on surveys provided or otherwise made available by Sellers to Purchaser; (1f) shall to the Knowledge of Sellers, no curb cut and street opening permits or licenses required for vehicular access to and from each parcel of the Acquired Owned Real Property over presently existing roads and driveways have not been obtained or will not be in full force and effect at the time of Closing. To the Knowledge of Sellers, no assessments for public improvements have been made against any parcel of the Acquired Owned Real Property which remain unpaid, including those for construction of sewer and water lines and mains, streets, sidewalks and curbs, and neither Seller has received written notice of any public improvements which have been initiated or ordered to be made and/or which exist but have not been completed, assessed and paid. (g) to the Knowledge of Sellers, and except as provided in Schedule 3.11(g) herein: (i) the Sellers have received no written notice from any federal, state, county or municipal authority, insurance carrier or title claimant alleging any material violation of the present compliance of the Acquired Owned Real Property and the Sellers with applicable setback requirementszoning ordinances, building codes, life safety codes or applicable health department ordinances for which such material violation has not been resolved, paid, remediated or repaired; (ii) the Sellers have received no written notice from any federal, state, county or municipal authority or insurance carrier alleging any material violation by the Sellers or the Acquired Owned Real Property of fire codes for which such material violation has not been resolved, paid, remediated or repaired; (iii) the Sellers have received no written notice from any federal, state, county or municipal authority or insurance carrier alleging any material violation by the Sellers in connection with all laws and ordinances relating to occupational health and safety for which such material violation has not been resolved, paid, remediated or repaired; (iv) the Acquired Owned Real Property is in good operating condition and in a state of good maintenance and repair, subject to normal wear and tear, obsolescence, and continued repair and replacement in accordance with past practice. There are no latent defects or adverse physical conditions affecting any Acquired Owned Real Property which materially and adversely affect the utility, safety, structural soundness or condition of the improvements on the Acquired Owned Real Property; (v) the Sellers have received no written notice from any federal, state, county or municipal authority, insurance carrier or title claimant alleging any material violation by the Acquired Owned Real Property with any applicable recorded deed restrictions or other applicable recorded covenants, restrictions, agreements, or any existing site plan approvals, zoning lawsor subdivision regulations or urban redevelopment plans for which such material violation has not been resolved, paid, remediated or repaired; (vi) the Sellers have received no written notice from any federal, state, county or municipal authority, insurance carrier or title claimant alleging any unrecorded contractual or legal covenants, restrictions or other agreements with or in favor of any Governmental Authority or any other Person limiting or otherwise materially and adversely affecting the use of any parcel of the Acquired Owned Real Property for any purposes permitted by the regulations governing the zoning district in which such parcel is situated, and ordinances, (2) shall all improvements on a parcel of Acquired Owned Real Property are wholly within the lot limits of such parcel and do not encroach on any easement which may burden the land, and described adjoining premises; (vii) there are no material encroachments on any parcel of land not serve the Acquired Owned Real Property by any improvements located on any adjoining property for any purpose inconsistent with the use property, except as described on surveys provided or otherwise made available to Purchaser; (viii) each parcel of the land, Acquired Owned Real Property is occupied under a valid and (3) shall not be located within any flood plain or be included in any wetlands or be subject to any similar type restriction for which any permits or licenses necessary to the use thereof shall have not been obtainedcurrent certificate of occupancy; and (eix) The as of the date of this Agreement, there are no casualty losses affecting any of the Acquired Owned Facilities shall abut and Real Property that have direct vehicular access to a public road, direct access to an operational railroad spur, or have vehicular access to a public road via a permanent, irrevocable, appurtenant easement benefitting the Owned Facilitiesnot been appropriately restored/remediated.

Real Property. Except as set forth on Schedules 2.1(a(i) Section 4(k)(i) of the Disclosure Schedule lists and 8.1, with describes briefly all real property owned by the Target. With respect to the Owned Facilitieseach such parcel of owned real property: (aA) RII Sub shall receive the identified owner has good and marketable title by general warranty deed for to the Owned Facilities in proper form for recording in the State parcel of North Carolina; (b) The Owned Facilities shall be real property, free and clear of any Security Interest, easement, covenant, or other restriction, except for installments of special assessments not yet delinquent and delinquent, recorded easements, covenants, matters shown by the Survey attached as Schedule 8.2 and other restrictions, and utility easements, building restrictions, zoning restrictions, and other easements and restrictions which do not impair the current use or occupancy, or the marketability existing generally with respect to properties of title, of the property subject theretoa similar character; (cB) There shall not be there are no pending or or, to the Knowledge of the Parent, the Seller and the directors and officers of the Target, threatened condemnation proceedings, lawsuits, or administrative actions of any type relating to the Owned Facilities, property or other matters affecting adversely the current use, occupancy, or occupancy value thereof, including unpaid tap fees, contemplated special assessments or zoning changes; (dC) The the legal description for the Owned Facilities parcel contained in the deed therefor shall describe the real property forming a part of the Owned Facilities thereof describes such parcel fully and adequately. The building , the buildings and improvements are located within the boundary lines of the described parcel parcels of land (1) shall land, are not be in violation of applicable setback requirements, zoning laws, and ordinances, (2) shall and do not encroach on any easement which may burden the land; (D) all facilities have received all approvals of governmental authorities (including material licenses and permits) required in connection with the ownership or operation thereof, and described have been operated and maintained in accordance with applicable laws, rules, and regulations; (E) except as noted in Section 4(k)(i) of this Disclosure Schedule, there are no leases, subleases, licenses, concessions, or other agreements, written or oral, granting to any party or parties the right of use or occupancy of any portion of the parcel of land not serve real property; (F) except as noted in Section 4(k)(i) of this Disclosure Schedule, there are no outstanding options or rights of first refusal to purchase the parcel of real property, or any adjoining property for any purpose inconsistent with portion thereof or interest therein; (G) except as noted in Section 4(k)(i) of this Disclosure Schedule, there are no parties (other than the use Target) in possession of the landparcel of real property. (ii) Section 4(k)(ii) of the Disclosure Schedule lists and describes briefly all real property leased or subleased by the Target. The Seller has delivered to the Buyer correct and complete copies of the leases and subleases listed in Section 4(k)(ii) of the Disclosure Schedule (as amended to date). With respect to each lease and sublease listed in Section 4(k)(ii) of the Disclosure Schedule: (A) the lease or sublease is legal, valid, binding, enforceable, and in full force and effect; (3B) shall not be located within any flood plain or be included in any wetlands or be subject to any similar type restriction for which any permits or licenses necessary no party to the use thereof shall have lease or sublease is in breach or default, and no event has occurred which, with notice or lapse of time, would constitute a breach or default or permit termination, modification, or acceleration thereunder; (C) no party to the lease or sublease has repudiated any provision thereof; (D) there are no disputes, oral agreements, or forbearance programs in effect as to the lease or sublease; (E) the Target has not been obtainedassigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the leasehold or subleasehold; and (eF) The Owned Facilities shall abut all facilities leased or subleased thereunder have received all approvals of governmental authorities (including licenses and permits) required in connection with the operation thereof, and have direct vehicular access to a public roadbeen operated and maintained in accordance with applicable laws, direct access to an operational railroad spurrules, or have vehicular access to a public road via a permanent, irrevocable, appurtenant easement benefitting the Owned Facilitiesand regulations.

Real Property. Except as set forth on Schedules 2.1(a) and 8.1, with respect to the Owned Facilities: (a) RII Sub shall receive good Schedule 4.14(a) sets forth a complete list of all ---------------- real property and marketable title interests in real property owned (the "Owned ----- Properties") or leased (the "Leased Properties") by general warranty deed the Company ---------- ----------------- and its Subsidiaries as lessee or lessor (the Leased Properties together with the Owned Properties, being referred to herein individually as a "Company Property" and collectively as the ---------------- "Company Properties"). The Company Property constitutes all ------------------ interests in real property currently used or currently held for use in connection with the businesses of the Company and its Subsidiaries and which are necessary for the Owned Facilities continued operation of the businesses of the Company and its Subsidiaries as such businesses are currently conducted. The Company and its Subsidiaries have a valid and enforceable leasehold interest under each of the leases for Leased Property (the "Real Property ------------- Leases"), and none of the Company or any of its Subsidiaries has ------ received any written notice of any default or event which, with notice or lapse of time, or both, would constitute a default by the Company or any of its Subsidiaries under any of the Real Property Leases. All of the Company Property, buildings, fixtures and improvements thereon owned or leased by the Company and its Subsidiaries are in proper form for recording in good operating condition and repair (subject to normal wear and tear). The Company has delivered or otherwise made available to the State Purchasers true, correct and complete copies of North Carolina;the Real Property Leases, together with all amendments, modifications or supplements, if any, thereto. (b) The Owned Facilities shall be free Company and clear its Subsidiaries have all certificates of occupancy and Permits of any Security Interest, easement, covenant, governmental body necessary or other restriction, except useful for installments of special assessments not yet delinquent and recorded easements, covenants, matters shown by the Survey attached as Schedule 8.2 and other restrictions which do not impair the current use and operation of each Company Property, and the Company and its Subsidiaries have fully complied with all conditions of the Permits applicable to them. No default or occupancyviolation, or event which, with the marketability lapse of titletime or giving of notice or both would become a default or violation, has occurred in the due observance of the property subject thereto;any such Permit. (c) There shall does not be pending or threatened condemnation proceedings, lawsuitsexist any actual, or administrative actions to the Knowledge of the Company, threatened or contemplated, condemnation or eminent domain proceedings that affect any Company Property or any part thereof, and none of the Company or any of its Subsidiaries has received any notice, oral or written, of the intention of any type relating to the Owned Facilities, governmental body or other matters affecting adversely the current use, Person to take or occupancy use all or any part thereof, including unpaid tap fees, contemplated special assessments or zoning changes;. (d) The legal description for the Owned Facilities contained in the deed therefor shall describe the real property forming a part None of the Owned Facilities fully and adequately. The building and improvements located within the boundary lines Company or any of the described parcel of land (1) shall not be in violation of applicable setback requirements, zoning laws, and ordinances, (2) shall not encroach on its Subsidiaries has received any easement which may burden the land, and described parcel of land not serve written notice from any adjoining property for any purpose inconsistent insurance company that has issued a policy with the use of the land, and (3) shall not be located within any flood plain or be included in any wetlands or be subject respect to any similar type restriction for which Company Property requiring performance of any permits structural or licenses necessary other repairs or alterations to the use thereof shall have not been obtained; andsuch Company Property. (e) The Owned Facilities shall abut None of the Company or any of its Subsidiaries owns or holds, and have direct vehicular access is obligated under or a party to, any option, right of first refusal or other contractual right to a public roadpurchase, direct access to an operational railroad spuracquire, sell, assign or have vehicular access to a public road via a permanent, irrevocable, appurtenant easement benefitting the Owned Facilitiesdispose of any real estate or any portion thereof or interest therein.

Real Property. Section 2.7 of the Due Diligence Schedules contains a list of all Owned Real Property. The Company leases no real property, either as a tenant or a landlord. The improvements on the Owned Real Property are adequate and suitable for the purposes presently being used. With respect to each piece of Owned Real Property. Except as set forth on Schedules 2.1(a) and 8.1would not have, with respect to individually or in the Owned Facilitiesaggregate, a Material Adverse Effect: (a) RII Sub shall receive good there are no (i) pending or, to the Seller’s Knowledge, threatened condemnation proceedings relating to such Owned Real Property, (ii) pending or, to the Seller’s Knowledge, threatened litigation or administrative actions relating to such Owned Real Property or (iii) to the Seller’s Knowledge, other matters affecting materially and marketable title by general warranty deed adversely the Company’s use of the Owned Real Property for the Owned Facilities in proper form for recording in operation of the State Business as conducted on the date of North Carolinathis Agreement; (b) The there are no outstanding options or rights of first refusal to purchase such Owned Facilities shall be free and clear of any Security Interest, easement, covenantReal Property, or other restriction, except for installments of special assessments not yet delinquent and recorded easements, covenants, matters shown by the Survey attached as Schedule 8.2 and other restrictions which do not impair the current use any portion thereof or occupancy, or the marketability of title, of the property subject theretointerest therein; (c) There shall the Company has not be pending or threatened condemnation proceedingsreceived notice of, lawsuits, or administrative actions of any type relating and to the Seller’s Knowledge, there is no proposed or pending proceeding to change or redefine the zoning classification of all or any portion of such Owned Facilities, or other matters affecting adversely the current use, or occupancy thereof, including unpaid tap fees, contemplated special assessments or zoning changes;Real Property; and (d) The legal description all facilities located on such Owned Real Property are supplied with utilities and other services necessary for the Owned Facilities contained operation of such facilities as operated on the date of this Agreement, including gas, electricity, water, telephone, sanitary sewer and storm sewer. * Information marked with an asterisk herein has been omitted and filed separately with the Commission pursuant to a request for confidential treatment. The representations and warranties in this Section 2.7 are the deed therefor shall describe the sole and exclusive representations and warranties of Seller regarding real property forming a part of the Owned Facilities fully and adequately. The building and improvements located within the boundary lines of the described parcel of land (1) shall not be in violation of applicable setback requirements, zoning laws, and ordinances, (2) shall not encroach on any easement which may burden the land, and described parcel of land not serve any adjoining property for any purpose inconsistent with the use of the land, and (3) shall not be located within any flood plain or be included in any wetlands or be subject to any similar type restriction for which any permits or licenses necessary to the use thereof shall have not been obtained; and (e) The Owned Facilities shall abut and have direct vehicular access to a public road, direct access to an operational railroad spur, or have vehicular access to a public road via a permanent, irrevocable, appurtenant easement benefitting the Owned Facilitiesmatters.

Real Property. Except (a) The Company will provide Parent with the address, general use of, and period of ownership or occupancy of all of the real property owned in fee by the Company and its subsidiaries (the "OWNED FACILITIES") and all of the real property the Company and its subsidiaries use or occupy or have the right to use or occupy, now or in the future, pursuant to any lease, sublease, or other occupancy agreement (the "LEASED FACILITIES"). No real property is owned, leased or used by the Company or its current subsidiaries in the course of their respective businesses other than the Owned Facilities and Leased Facilities. (b) With respect to each Owned Facility and except as set forth on Schedules 2.1(a) and 8.1, with respect to the Owned FacilitiesCompany Balance Sheet or in the SEC Reports: (ai) RII Sub shall receive the Company or its subsidiary has good and marketable title by general warranty deed for the to Owned Facilities in proper form for recording in the State of North Carolina; (b) The Owned Facilities shall be free and clear of any Security Interest, easement, covenant, or other restrictionall Liens, except for installments of (x) Taxes and general and special assessments not yet delinquent in default and recorded payable without penalty and interest, and (y) Liens, easements, covenants, matters shown by the Survey attached as Schedule 8.2 covenants and other restrictions which or imperfections of title that do not materially impair the current use use, occupancy, or occupancyvalue in excess of any indebtedness secured by such Lien, or the marketability of title, title of the property subject theretosuch Owned Facilities; (cii) There shall not be to the Company's knowledge, there are no pending or threatened condemnation proceedings, lawsuits, lawsuits or administrative actions of any type relating to the any Owned Facilities, Facility or other matters affecting materially and adversely the current use, occupancy or occupancy value thereof, including unpaid tap fees, contemplated special assessments or zoning changes; (diii) The legal description for the Owned Facilities contained in the deed therefor shall describe the real property forming a part there are no leases, subleases, licenses, concessions or other agreements, written or oral, granting to any party or parties (other than wholly-owned subsidiaries of the Company) the right of use or occupancy of any portion of any Owned Facilities fully and adequately. The building and improvements located within Facility that materially adversely affect the boundary lines of the described parcel of land (1) shall not be in violation of applicable setback requirements, zoning laws, and ordinances, (2) shall not encroach on any easement which may burden the land, and described parcel of land not serve any adjoining property for any purpose inconsistent with the Company's use of the landproperty; (iv) there are no outstanding options or rights of first refusal to purchase any Owned Facility, and or any portion thereof or interest therein; (3v) shall not there are no parties (other than the Company or its subsidiaries) in possession of any Owned Facility, other than tenants under any leases to be located within any flood plain or be included provided to Parent who are in any wetlands or be subject possession of space to any similar type restriction for which any permits or licenses necessary to the use thereof shall have not been obtainedthey are entitled; and (evi) The all facilities located on Owned Facilities shall abut are now, and have direct vehicular access will be at the time of Closing, in good operating condition and repair, and structurally sound and free of known defects, with no material alterations or repairs required thereto (other than (c) With respect to each Leased Facility: (i) the Company will make available to Parent a public roadtrue, direct access correct, and complete copy of the lease, sublease or other occupancy agreement for such Leased Facility (and all modifications, amendments, and supplements thereto and all side letters to an operational railroad spurwhich Company or any of its subsidiaries is a party affecting the obligations of any party thereunder) (each such agreement is referred to herein as a "REAL PROPERTY LEASE"); (ii) to the Company's knowledge, the Company or its subsidiary has a good and valid leasehold interest in such Leased Facility free and clear of all Liens, except (x) Taxes and general and special assessments not in default and payable without penalty and interest, and (y) easements, covenants and other restrictions that do not materially impair the current use, occupancy or value, or have vehicular access the marketability of the Company's or its subsidiary's interest in such real property; (iii) to the Company's knowledge, each Real Property Lease constitutes the valid and legally binding obligation of the parties thereto, enforceable in accordance with its terms, and is in full force and effect; (iv) all rent and other sums and charges payable by the Company or its subsidiary as tenant under the Real Property Lease covering the Leased Facility are current, no termination event or condition or uncured default on the part of the tenant or, to the Company's knowledge, the landlord, exists under any Real Property Lease. No party to such Real Property Lease has given written notice to the Company or its subsidiary or made a public road via a permanentclaim in writing against the Company or its subsidiary in respect of any breach or default thereunder; (v) neither the Company nor its subsidiary has assigned, irrevocabletransferred, appurtenant easement benefitting conveyed, mortgaged, deeded in trust or encumbered its leasehold interest in the Owned Facilities.Leased Facility; and (vi) the Company's Leased Facilities located in Atsugi, Japan are now, and will be at the time of Closing, in good operating condition and repair, and structurally sound and free of known defects, with no material alterations or repairs required thereto (other than ordinary and routine maintenance and repairs) under applicable Laws, Company Permits or insurance company requirements. To the Company's knowledge,

Real Property. (a) Except for Permitted Encumbrances or as set forth on Schedules 2.1(aSchedule 3.6(a) or the requirements listed in the Title Commitments, (i) Seller has good and 8.1, with respect marketable indefeasible fee simple title to the Owned Facilities: (a) RII Sub shall receive good Real Property, and, at Closing, all of Seller’s right, title and marketable title by general warranty deed for interest to the Owned Facilities in proper form for recording in the State Real Property shall be conveyed to Buyer, free and clear of North Carolina;all Encumbrances, subject to Encumbrances created by Buyer. (b) The Owned Facilities shall Except for the Permitted Encumbrances, the Blanket Liens that will be free released as provided in Section 6.16, as set forth on Schedule 3.6(b) or for matters that would not, individually or in the aggregate, reasonably be expected to have a Seller’s Material Adverse Effect: (i) There are no Proceedings pending and clear of brought by or, to Seller’s Knowledge, threatened by, any Security Interest, easement, covenant, or other restriction, except for installments of special assessments not yet delinquent and recorded easements, covenants, matters shown by third party which would reasonably be expected to result in a material change in the Survey attached as Schedule 8.2 and other restrictions which do not impair the current use or occupancy, or the marketability of title, allowable uses of the property subject theretoReal Property; (cii) There shall Seller has not be pending leased or threatened condemnation proceedings, lawsuits, otherwise granted a present or administrative actions of any type relating future right to the Owned Facilities, or other matters affecting adversely the current use, possession or occupancy thereof, including unpaid tap fees, contemplated special assessments or zoning changes; (d) The legal description for the Owned Facilities contained in the deed therefor shall describe the real property forming a use of all or any part of the Owned Facilities fully and adequately. The building and improvements located within Real Property; (iii) There are no Real Estate Leases, outstanding material options, rights of first offer or rights of first refusal to purchase, right to acquire or right to lease the boundary lines Owned Real Property or any portion thereof; (iv) There are no material Proceedings (including condemnation or eminent domain proceedings) pending or, to Seller’s Knowledge, threatened against all or any part of the described parcel Real Property; (v) Seller has not received any written notice of land (1A) shall not be in any material violation of any applicable setback requirementszoning ordinance, zoning lawsbuilding code, and ordinancesuse or occupancy restriction, covenant, condition or restriction of record or any other violation of Applicable Law relating to the Real Property or the improvements thereon or (2B) shall not encroach on any easement which may burden the land, and described parcel of land not serve material pending special assessments affecting all or any adjoining property for any purpose inconsistent with the use part of the land, and Real Property (3) shall not be located within any flood plain or be included in any wetlands or be subject to any similar type restriction for which any permits or licenses necessary to except as shown on the use thereof shall have not been obtainedTitle Commitments); and (evi) The Owned Facilities shall abut and have direct vehicular access to a public roadTo Seller’s Knowledge, direct access to an operational railroad spurthere are no unrecorded material contracts, leases, easements or have vehicular access to a public road via a permanentother agreements, irrevocablerights or claims of third parties affecting the use, appurtenant easement benefitting title, occupancy or development of the Owned FacilitiesReal Property.

Real Property. Except as set forth on Schedules 2.1(a(a) and 8.1All real property owned by the Company or any of its Subsidiaries (collectively, with the “Owned Real Property”) is disclosed in Section 4.17(a) of the Company Disclosure Letter. With respect to the Owned Facilities: Real Property, (ai) RII Sub shall receive good neither the Company nor any of its Subsidiaries has received written notice of any condemnation Proceeding or proposed action or agreement for taking in lieu of condemnation (nor to their Knowledge, is any such Proceeding, action or agreement pending or threatened) with respect to any portion of the Owned Real Property and marketable title by general warranty deed (ii) all buildings and improvements located on the Owned Real Property and used in the business of the Company are in a condition that is sufficient for the Owned Facilities in proper form for recording in operation of the State business of North Carolina;the Company. (b) The All real property leased, subleased, licensed or otherwise occupied (whether as a tenant, subtenant or pursuant to other occupancy arrangements) by the Company or any of its Subsidiaries (collectively, including the improvements thereon, the “Leased Real Property”) together with all Leases are disclosed in Section 4.17(b) of the Company Disclosure Letter. All buildings and improvements used in the business of the Company at the Leased Real Property are in a condition that is sufficient for the operation of the business of the Company thereat. (c) As of the date hereof, the Company and/or its Subsidiaries have good fee simple title to all Owned Facilities shall be Real Property and valid leasehold, subleasehold or license interests in all Leased Real Property free and clear of any Security Interest, easement, covenant, or other restrictionall Liens, except for installments of special assessments not yet delinquent and recorded easements, covenants, matters shown by the Survey attached as Schedule 8.2 and other restrictions which do not impair the current use or occupancy, or the marketability of title, of the property subject thereto; (c) There shall not be pending or threatened condemnation proceedings, lawsuits, or administrative actions of any type relating to the Owned Facilities, or other matters affecting adversely the current use, or occupancy thereof, including unpaid tap fees, contemplated special assessments or zoning changes;Permitted Liens. (d) The legal description for the Owned Facilities contained in the deed therefor shall describe the real property forming a part As of the Owned Facilities fully and adequately. The building and improvements located within date hereof, (i) neither the boundary lines Company nor any of its Subsidiaries has received any written communication from, or given any written communication to, any other party to a lease for Leased Real Property or any lender, alleging that the Company or any of its Subsidiaries or such other party, as the case may be, is in default under any such Lease, (ii) no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach or default, or permit the termination, modification or acceleration of rent under any such Lease, (iii) except as disclosed in Section 4.17(d) of the described parcel of land (1) shall not be in violation of applicable setback requirementsCompany Disclosure Letter, zoning lawsneither the Company nor any Subsidiary has subleased, and ordinances, (2) shall not encroach on licensed or otherwise granted any easement which may burden Person the land, and described parcel of land not serve right to use or occupy such Leased Real Property or any adjoining property for any purpose inconsistent with the use of the land, and (3) shall not be located within any flood plain or be included in any wetlands or be subject to any similar type restriction for which any permits or licenses necessary to the use thereof shall have not been obtained; and (e) The Owned Facilities shall abut and have direct vehicular access to a public road, direct access to an operational railroad spur, or have vehicular access to a public road via a permanent, irrevocable, appurtenant easement benefitting the Owned Facilitiesportion thereof.

Real Property. 3.13.1 SCHEDULE 3.13 lists all Real Property owned or leased by any of the Company Entities and used or held for use in the Business, indicating in each case whether the property is owned or leased. The Real Property disclosed on SCHEDULE 3.13 includes all real property or interests therein necessary to conduct lawfully the Business as presently conducted. Except as otherwise set forth on Schedules 2.1(aSCHEDULE 3.13, all of the Real Property (including the improvements thereon) has full legal and 8.1practical access to public roads or streets and is supplied in all material respects with all utilities and other services, with respect to the Owned Facilities: (a) RII Sub shall receive good including gas, electricity, water, telephone, sanitary sewer and marketable title by general warranty deed storm sewer, necessary for the Owned Facilities in proper form for recording in the State of North Carolina; (b) The Owned Facilities shall be free conduct and clear of any Security Interest, easement, covenant, or other restriction, except for installments of special assessments not yet delinquent and recorded easements, covenants, matters shown by the Survey attached as Schedule 8.2 and other restrictions which do not impair the current use or occupancy, or the marketability of title, operation of the property subject thereto; (c) There shall not be pending or threatened condemnation proceedings, lawsuits, or administrative actions of any type relating to the Owned Facilities, or other matters affecting adversely the current use, or occupancy thereof, including unpaid tap fees, contemplated special assessments or zoning changes; (d) The legal description for the Owned Facilities contained in the deed therefor shall describe the real property forming a part Business of the Owned Facilities fully and adequately. The building and improvements located within the boundary lines Company Entities as now conducted, all of the described parcel of land (1) shall not be which services are adequate in violation of accordance in all material respects with all applicable setback requirements, zoning laws, and ordinances, (2) shall not encroach on any easement which may burden the land, rules and described parcel of land not serve any adjoining property for any purpose inconsistent with the use of the land, regulations and (3) shall not be located within any flood plain are provided via public roads or be included in any wetlands or be subject to any similar type restriction for which any permits or licenses necessary to the use thereof shall have not been obtained; and (e) The Owned Facilities shall abut and have direct vehicular access to a public road, direct access to an operational railroad spur, or have vehicular access to a public road via a permanent, irrevocable, appurtenant easement benefitting easements benefiting the Owned FacilitiesReal Property. Except as otherwise set forth on SCHEDULE 3.13, all improvements, installations, equipment and facilities made by or constructed for any of the Company Entities or utilized in connection with the Company Entities were constructed and are maintained, placed and located in compliance in all material respects with all applicable federal, state or other statutes, laws, ordinances, regulations, rules, codes, orders, deeds, easements, restrictions, leases, licenses, permits or other arrangements or requirements (including, but not limited to, any building, zoning or Environmental Laws or codes) affecting such premises and are located entirely on the Real Property, and none of the Real Property is located within any flood plain. 3.13.2 Except as otherwise set forth on SCHEDULE 3.13, with respect to each leasehold interest included in the Real Property, neither the Company Entity holding such interest nor the landlord is in default under any agreement relating thereto (nor, to the knowledge of Seller, is any other party thereto), and such leasehold interest (i) is valid, subsisting and in full force and effect; (ii) is free and clear of all Encumbrances of any nature whatsoever, and without reservation or exclusion of any mineral, timber or other rights or interests, except for (a) liens for real estate Taxes not yet due and payable, (b) easements, rights-of-way and restrictions of record, all of which, to the knowledge of Seller, are described in SCHEDULE 3.13, and (c) statutory liens in favor of landlords with respect to rent not yet due and payable, (d) any other claims or Encumbrances which are described in SCHEDULE 3.13 and annotated to indicate whether such claims or Encumbrances will be removed prior to or at Closing, and (e) those non-monetary Encumbrances which do not, individually or in the aggregate, materially interfere with the use of such Real Property or materially detract from its value; and (iii) will at Closing include enforceable rights to nondisturbance with respect to all prior Encumbrances and peaceful and quiet enjoyment, so long as the Company Entity party thereto fulfills its obligations under the lease and/or mortgage therefor. 3.13.3 Except as otherwise set forth on SCHEDULE 3.13, all Real Property (including the improvements thereon) (i) is in good condition and repair in accordance with normal and customary industry practices (excepting ordinary wear and tear), (ii) is available for immediate use in the conduct of the business or operations of the Company Entities and (iii) complies in all material respects with all applicable building, safety and zoning codes and the regulations of any Governmental Authority having jurisdiction. Except as otherwise set forth on SCHEDULE 3.13, none of the Real Property or buildings or improvements thereon are subject to "permitted non-conforming use" or "permitted non-conforming structure" classifications. There are no condemnation proceedings or eminent domain proceedings, lawsuits or legal proceedings of any kind pending or, to the knowledge of Seller, threatened in connection with any of the Real Property. The Real Property and the present use and condition thereof do not violate in any material respect any applicable deed restrictions or other covenants, restrictions, agreements, existing site plan approvals, or in any material respect, any zoning or subdivision regulations or urban redevelopment plans applicable to the Real Property as modified by any duly issued variances, and no permits, licenses or certificates pertaining to the ownership or operation of the Real Property, other than those which are transferable with the Real Property and the Material Licenses, are required by any Governmental Authority having jurisdiction over the Real Property or their operation. Except as otherwise set forth on SCHEDULE 3.13, the Company Entities have paid, or shall have paid prior to Closing, all amounts owing by any of the Company Entities to any architect, contractor, subcontractor or materialman for labor or materials performed, rendered or supplied to or in connection with any Real Property. SCHEDULE 3.13 sets forth a true and complete list of all construction, architect, engineering and other agreements, if any, relating to uncompleted construction projects entered into by any of the Company Entities in connection with any Real Property involving amounts in excess of $250,000.

Real Property. Except The Acquiree is not the owner of or under any agreement to own real property other than the real property listed on Schedule 2.23 hereof (the "Real Property"). The Acquiree has the exclusive right to possess, use and occupy, and has good and marketable title in fee simple to, all the Real Property, free and clear of all Liens, easements or other restrictions of any kind other than Permitted Liens as set forth out in Schedule 2.23 hereof. All buildings, structures, improvements and appurtenances situated on Schedules 2.1(a) the Real Property are in good operating condition and 8.1in a state of good maintenance and repair, with respect to are adequate and suitable for the Owned Facilitiespurposes for which they are currently being used and the Acquiree has adequate rights of ingress and egress for the operation of the business of the Acquiree in the ordinary course. None of such buildings, structures, improvements or appurtenances (or any equipment therein), nor the operation or maintenance thereof, violates any restrictive covenant or any provision of any federal, provincial or municipal law, ordinance, rule or regulation, or encroaches on or any property owned by others. Without limitation the generality of the foregoing: (a) RII Sub shall receive good save and marketable title by general warranty deed except for the Owned Facilities in proper form for recording in fact that the State employee parking lot at plant #1 is not paved as required by City of North CarolinaWindsor by-laws, the Real Property, the current uses thereof and the conduct of the business of the Acquiree comply with all regulations, statutes, enactments, laws and by-laws including, without limitation, those dealing with zoning, parking, access, loading facilities, landscaped areas, building construction, fire and public health and safety and environmental laws; (b) The Owned Facilities shall no alteration, repair, improvement or other work has been ordered, directed or requested in writing to be free done or performed to or in respect of the Real Property, or to any of the plumbing, heating, elevating, water, drainage or electrical systems, fixtures or works by any municipal, provincial or other competent authority, which alteration, repair, improvement or other work has not been completed, and clear the Acquiree knows of no written notification having been given to it of any Security Interestsuch outstanding work being ordered, easementdirected or requested, covenant, or other restriction, except for installments of special assessments not yet delinquent and recorded easements, covenants, matters shown by the Survey attached as Schedule 8.2 and other restrictions which do not impair the current use or occupancy, or the marketability of title, of the property subject theretothan those that have been complied with; (c) There shall not be pending all accounts for work and services performed and materials placed or threatened condemnation proceedingsfurnished upon or in respect of the Real Property at the request of the Acquiree have been fully paid and satisfied, lawsuitsand no person is entitled to claim a Lien under the Construction Lien Act (Ontario) against the Real Property, or administrative actions of any type relating to the Owned Facilities, or other matters affecting adversely the current use, or occupancy part thereof, including unpaid tap fees, contemplated special assessments or zoning changesother than current accounts in respect of which the payment due date has not yet passed; (d) The legal description there is nothing owing in respect of the Real Property by the Acquiree to any municipal corporation or to any other corporation or commission owning or operating a public utility for water, gas, electrical power or energy, steam or hot water, or for the Owned Facilities contained use thereof, other than current accounts in respect of which the deed therefor shall describe the real property forming a payment due date has not yet passed; (e) no part of the Owned Facilities fully and adequately. The building and improvements located within Real Property has been taken or expropriated by any federal, provincial, municipal or other competent authority nor has any notice or proceeding in respect thereof been given or commenced; (f) the boundary lines Permitted Liens constitute all of the described parcel of land Liens, agreements, indentures and other matters that affect the Real Property; (1g) shall not be in violation of applicable setback requirementsthe Real Property (including all buildings, zoning lawsimprovements and fixtures) is fit for its present use, and ordinancesthere are no material or structural repairs or replacements that are necessary or advisable and, (2) shall not encroach on any easement which may burden without limiting the landforegoing, there are no repairs to, or replacements of, the roof or the mechanical, electrical, heating, ventilating, air-conditioning, plumbing or drainage equipment or systems that are necessary or advisable, and described parcel of land not serve any adjoining property for any purpose inconsistent with the use none of the land, and (3) shall not be located within Real Property is currently undergoing any flood plain alteration or be included in renovation nor is any wetlands such alteration or be subject to any similar type restriction for which any permits or licenses necessary to the use thereof shall have not been obtainedrenovation contemplated; and (eh) The Owned Facilities shall abut the Real Property is fully serviced and have direct vehicular has suitable access to a public roadroads, direct access to an operational railroad spurand there are no outstanding levies, charges or have vehicular access to a fees assessed against the Real Property by any public road via a permanentauthority (including development or improvement levies, irrevocable, appurtenant easement benefitting the Owned Facilitiescharges or fees).

Real Property. (a) Except as set forth on Schedules 2.1(aSchedule 3.11, (i) Seller currently has in place commercial general liability insurance with respect to damage or injury to person or property occurring on the Owned Real Property and 8.1fire and extended coverage property insurance policies (collectively “Policies”); the Policies are in full force and effect and all premiums due thereunder have been paid; and Seller has not received any notice from any insurance company or the insurance companies which issued the Policies, stating (or indicating) that any of the Policies will not be renewed or will be renewed at a substantially higher premium than is presently payable therefor; (ii) Seller has not received any notice from any insurance company which has issued a policy with respect to the Owned Real Property or from any board of fire underwriters (or other body exercising similar functions) claiming any defects or deficiencies in the Owned Real Property or suggesting or requesting the performance of any repairs, alterations or other work to the Owned Real Property; (iii) To the best of Seller’s and the Shareholder’s knowledge, all roads, parking areas, curbs, sidewalks, sewers and other utilities, buildings, fixtures and all other improvements included within the Owned Real Property (collectively, the “Improvements”), have been completed, constructed, and installed substantially in accordance with the plans and specifications therefor approved by the governmental authorities having jurisdiction, and all permanent certificates of occupancy and all other licenses, permits, authorizations, consents, certificates and approvals required by all governmental authorities having jurisdiction and the requisite certificates of the local board of fire insurance underwriters (or other body exercising similar functions) have been issued for the Owned Real Property, have been paid for, and are in full force and effect; all of the same are assignable by Seller on the date hereof, and none of them will be invalidated, violated or otherwise adversely affected by the assignment thereof or by the transfer of the Owned Real Property to Buyer; (iv) To the best of Seller’s and Shareholder’s knowledge, the Improvements have been constructed in a good and workmanlike manner, free from material defects in workmanship and material, in accordance with all applicable laws, rules, regulations, ordinances and codes and are being maintained and operated in compliance with all applicable laws, regulations, insurance requirements, contracts, leases, permits, licenses, ordinances, restrictions and easements (except where failure to be in compliance therewith would not have a material adverse effect on the value or use of the Owned Real Property), and Seller has not received notice, written or verbal, claiming any violation of any of the same; (v) The location, construction, occupancy, operation and use of the Owned Real Property do not violate any applicable law, statute, ordinance, rule, regulation, order, certificate of occupancy or determination of any governmental authority or any board of fire underwriters (or other body exercising similar functions), or any restrictive covenant or deed restriction (recorded or otherwise) affecting the Owned Real Property, including without limitation all applicable zoning ordinances and building codes, flood disaster laws, Americans with Disabilities Act, and health and Environmental Laws and regulations, including, without limitation, CERCLA; (vi) No material defective condition (latent or otherwise), structural or nonstructural, with respect to the Owned Facilities: (a) RII Sub shall receive good Real Property or the Improvements exists; and, as applicable, the heating, ventilating and marketable title by general warranty deed for air conditioning, plumbing, sprinkler, electrical and drainage systems, the elevators, and the roofs at or serving the Owned Facilities Real Property are in proper form for recording in the State of North Carolinaworking order; (bvii) The Owned Facilities shall be free and clear of any Security InterestAdequate water, easementsanitary sewer, covenantstorm sewer, or other restrictiondrainage, except for installments of special assessments not yet delinquent and recorded easementselectric, covenantstelephone, matters shown by the Survey attached as Schedule 8.2 gas and other restrictions which do not impair public utility systems and lines serve the current use or occupancy, or Owned Real Property and are directly connected to the marketability of title, lines and/or other facilities of the property subject thereto; (c) There shall not be pending respective public authorities or threatened condemnation proceedingsutility companies providing such services or accepting such discharge, lawsuits, or administrative actions of any type relating either adjacent to the Owned Facilities, Real Property or other matters affecting adversely the current use, through easements or occupancy thereof, including unpaid tap fees, contemplated special assessments or zoning changes; (d) The legal description for the Owned Facilities contained in the deed therefor shall describe the real property rights of way appurtenant to and forming a part of the Owned Facilities Real Property; and any such easements or rights-of-way have been fully granted, and adequately. The all charges therefor have been fully paid by Seller and all charges for the aforesaid utility systems and the connection of the Owned Real Property thereto, including without limitation connection fees, “tie-in” charges and other charges now or hereafter to become due and payable, have been fully paid by Seller; (viii) All contractors, subcontractors and other persons or entities furnishing work, labor, materials or supplies to Seller or any of Seller’s predecessors in interest for the development and construction of the Owned Real Property have been paid in full for all work performed to date except for retainage in customary amounts in accordance with the construction contracts for the Owned Real Property, and there are no claims against Seller or the Owned Real Property in connection therewith; (ix) No zoning variances, special exceptions or other special relief from applicable governmental requirements have been issued for the construction of the Owned Real Property or for its present or intended use; (x) No Improvements lie outside the boundaries and building restriction lines or encroach upon existing easements; no improvements on adjoining properties encroach upon the Owned Real Property; and improvements no existing restrictions are or will be violated by the Improvements located upon the Owned Real Property; (xi) Seller has not received any notice of any governmental regulation, order or requirement restricting the operation of the Owned Real Property in the manner in which the Owned Real Property is being operated on the date of this Agreement; (xii) Seller has not received any written notice of, nor to the best of Seller’s or the Shareholder’s knowledge, is there any proceeding pending for the increase or decrease of the assessed valuation of all or any portion of the Owned Real Property; (xiii) Seller has not received any notice of any condemnation proceeding or other proceedings in the nature of eminent domain in connection with the Owned Real Property; (xiv) No portion of the Owned Real Property is located within an area designated as a flood hazard area or an area which will require the boundary lines purchase of flood insurance for the obtaining of any federally insured or federally related loan; and no portion of the described parcel Owned Real Property is located in any conservation or historic district; (xv) No assessments for public improvements have been made against the Owned Real Property which remain unpaid and all such assessments which have been or could be levied for public improvements ordered, commenced or completed prior to the Closing Date have been paid for in full by Seller; (xvi) There are no special assessments respecting the Owned Real Property which will result from work, activities or improvements done to the Owned Real Property by Seller in the course of land (1) shall not be in violation of applicable setback requirementsconstruction, zoning laws, and ordinances, (2) shall not encroach on any easement which may burden the land, and described parcel of land not serve any adjoining property for any purpose inconsistent with the use alteration or repair of the land, Owned Real Property; (xvii) Seller is the sole owner of the Owned Real Property and (3) shall not be located within any flood plain or be included in any wetlands or be subject to any similar type restriction for which any permits or licenses necessary has good and marketable fee simple title to the use thereof shall have not been obtainedOwned Real Property, free and clear of any encumbrances, except the Real Property Encumbrances (as defined in Section 7.12.1); and (exviii) Other than Buyer, no person, firm, corporation or other entity has any right or option to acquire the Owned Real Property or any part thereof, or any interest therein. (xix) Seller has not received any notice of any governmental regulation, order on requirement restricting the operation of the Owned Real Property in the manner in which the Owned Real Property is being operated on the date of this Agreement. (b) Schedule 3.11(b) attached hereto identifies the real property leased or subleased by Seller relating to its Galvanizing Business (the “Leases”). Seller has not received any notification that it is in default with respect to any of the Leases, nor are there any disputes between any landlord and Seller with respect to the Leases that would affect the right of Seller to remain in possession or otherwise affect the current use of the property leased or the rental amount then due. Except as set forth in Schedule 3.11(b), Seller has performed all obligations required to be performed by it to date under, and is not in default in respect of, any Lease, and no event has occurred which, with due notice or lapse of time or both, would constitute such a default. To the best of Seller’s or the Shareholder’s knowledge, no other party to any Lease is in default in respect thereof, and no event has occurred which, with due notice or lapse of time or both, would constitute such a default. At the Closing, Seller shall deliver to Buyer a Landlord Estoppel Certificate from each landlord under the Leases, in form and substance reasonably acceptable to Buyer, which delivery shall be a condition to Buyer’s obligation to close. (c) Except as set forth on Schedule 3.11(c) attached hereto, true and complete copies of all Leases and all title reports, surveys, leases, licenses, permits, agreements, reports or other documents relating to the Owned Real Property have been made available to Buyer or its representatives. (d) The Owned Facilities shall abut and have direct vehicular access to a public road, direct access to an operational railroad spurconsummation of the transactions contemplated by this Agreement will not affect in any way, or have vehicular access result in the termination of, any of the Leases, particularly those necessary to a public road via a permanentsupport activities permitted or licensed by federal, irrevocable, appurtenant easement benefitting the Owned Facilitiesstate or local regulatory authorities.

Real Property. The Disclosure Letter lists all of the real property owned, leased, used or occupied in the Business and which is to be owned by or leased to SCG Parties, other than property to be made available under the Motorola Facilities Lease or the SCG Master Lease (the "REAL PROPERTY"). With respect to each Significant Property, except as disclosed in the Disclosure Letter: (a) there are no pending, or to Motorola's Knowledge, threatened or contemplated condemnation proceedings, lawsuits or administrative actions relating thereto; (b) there are no leases, subleases, licenses, occupancy agreements, concessions or other agreements, written or oral, granting to any Person the right to use or occupy any portion thereof; (c) to Motorola's Knowledge, no work has been performed on, or material supplied to, any Significant Property within any applicable statutory period which could give rise to any mechanics' or materialmen's liens, other than work or materials that shall be paid for prior to the Closing Date or for which payment shall be accrued and reflected in the Closing Balance Sheet; (d) with respect to owned parcels of Significant Property, there are no outstanding accepted offers to buy, offers to sell, or options or rights of first refusal to purchase or sell or otherwise use, occupy or enjoy any portion thereof or interest therein; (e) to Motorola's Knowledge, there are no Persons, other than the SCG Parties, in possession of the parcel, other than tenants under leases or subleases disclosed in the Disclosure Letter, who are in possession of space to which they are entitled under such lease or sublease; (f) there are no pending or to Motorola's Knowledge, threatened or contemplated applications or proceedings to alter or restrict the zoning or other use restrictions applicable to any owned Significant Property; (g) to Motorola's Knowledge, none of the Significant Property has suffered any material damage by fire or other casualty and not heretofore been completely restored to its original condition; and (h) none of the leases or subleases relating to any of the leased Significant Property contains any operating covenants or restrictions which might or would have a material adverse effect on the related Significant Property and/or the conduct of the Business at such Significant Property, except, in each case of clauses (a) through (h) above, as would not reasonably be expected to result in a Material Adverse Effect or a material adverse effect on a Significant Property. Motorola has not received any notice that improvements on and the present uses of the owned Significant Property are in violation of applicable zoning restrictions. Except as disclosed in the Disclosure Letter, the Business has not received notice of and, to Motorola's Knowledge, there is no plan, study or effort by any governmental or regulatory authority which would prevent the continued use of the owned Significant Property in the manner it was used prior to the Closing Date in the Business. The provisions of this SECTION 8.14 shall not apply to any real property owned, leased, used or occupied by any Joint Venture. Except as set forth on Schedules 2.1(a) and 8.1in the Disclosure Letter, there is no material default with respect to the Owned Facilities: (a) RII Sub shall receive good and marketable title by general warranty deed for the Owned Facilities in proper form for recording in the State of North Carolina; (b) The Owned Facilities shall be free and clear obligations of any Security Interest, easement, covenant, or other restriction, except for installments of special assessments not yet delinquent and recorded easements, covenants, matters shown by the Survey attached as Schedule 8.2 and other restrictions which do not impair the current use or occupancy, or the marketability of title, of the property subject thereto; (c) There shall not be pending or threatened condemnation proceedings, lawsuits, or administrative actions of Existing SCG Entity under any type relating to the Owned Facilities, or other matters affecting adversely the current use, or occupancy thereof, including unpaid tap fees, contemplated special assessments or zoning changes; (d) The legal description for the Owned Facilities contained in the deed therefor shall describe the real property forming a part of the Owned Facilities fully and adequately. The building and improvements located within the boundary lines of the described parcel of land (1) shall not be in violation of applicable setback requirements, zoning laws, and ordinances, (2) shall not encroach on any easement which may burden the land, and described parcel of land not serve any adjoining property for any purpose inconsistent lease with the use of the land, and (3) shall not be located within any flood plain or be included in any wetlands or be subject to any similar type restriction for which any permits or licenses necessary to the use thereof shall have not been obtained; and (e) The Owned Facilities shall abut and have direct vehicular access respect to a public road, direct access to an operational railroad spur, or have vehicular access to a public road via a permanent, irrevocable, appurtenant easement benefitting the Owned FacilitiesSignificant Property.

Real Property. Except as set (i) 3(l) of the Disclosure Schedule sets forth on Schedules 2.1(a) the address and 8.1, with description of each parcel of Owned Real Property. With respect to the each parcel of Owned FacilitiesReal Property: (aA) RII Sub shall receive Seller or DJS has good and marketable title by general warranty deed for the Owned Facilities in proper form for recording in the State of North Carolina; (b) The Owned Facilities shall be fee simple title, free and clear of all Liens, except Permitted Encumbrances; (B) except as set forth in §3(l)(B) of the Disclosure Schedule, neither Seller nor any Security Interestof its Subsidiaries has leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof; and (C) there are no outstanding options, rights of first offer or rights of first refusal to purchase such Owned Real Property or any portion thereof or interest therein. (ii) To Seller’s Knowledge, the Owned Real Property identified in §3(l) of the Disclosure Schedule (collectively, the “Real Property”) comprise all of the real property used or intended to be used in the Acquired Businesses and/or by DJS and neither the Acquired Businesses nor DJS is a party to any agreement or option to purchase any real property or interest therein. (iii) To Seller’s Knowledge, 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 Acquired Businesses. To Seller’s Knowledge, there are no facts or conditions affecting any of the Improvements that would, individually or in the aggregate, interfere in any respect with the use or occupancy of the Improvements or any portion thereof in the operation of the Acquired Businesses as currently conducted thereon that would have a Material Adverse Effect. (iv) To Seller’s Knowledge, neither Seller nor DJS has received written notice of any condemnation, expropriation or other proceeding in eminent domain affecting any parcel of Owned Real Property or any portion thereof or interest therein. To Seller’s Knowledge, there is no injunction, decree, order, writ, or judgment outstanding, or any claim, litigation, administrative action or similar proceeding, pending or threatened, relating to the ownership, lease, use or occupancy of the Real Property or any portion thereof, or the operation of the Acquired Businesses as currently conducted thereon. (v) To Seller’s Knowledge, the Real Property is in material compliance with all applicable building, zoning, subdivision, health and safety and other land use laws, including the Americans with Disabilities Act of 1990, as amended, and all insurance requirements affecting the Real Property (collectively, the “Real Property Laws”). To Seller’s Knowledge, neither Seller nor DJS has received any notice of violation of any Real Property Law and, to Seller’s Knowledge, there is no Basis for the issuance of any such notice or the taking of any action for such violation. (vi) To Seller’s Knowledge, the current use and occupancy of the Owned Real Property and the operation of the Acquired Businesses as currently conducted thereon does not violate in any material respect any easement, covenant, condition, restriction or similar provision in any instrument of record or other restriction, except for installments of special assessments not yet delinquent and recorded easements, covenants, matters shown by the Survey attached as Schedule 8.2 and other restrictions which do not impair the current use or occupancy, or the marketability of title, of the property subject thereto; (c) There shall not be pending or threatened condemnation proceedings, lawsuits, or administrative actions of any type relating to the unrecorded agreement affecting such Owned Facilities, or other matters affecting adversely the current use, or occupancy thereof, including unpaid tap fees, contemplated special assessments or zoning changes; (d) The legal description for the Owned Facilities contained in the deed therefor shall describe the real property forming a part of the Owned Facilities fully and adequately. The building and improvements located within the boundary lines of the described parcel of land (1) shall not be in violation of applicable setback requirements, zoning laws, and ordinances, (2) shall not encroach on any easement which may burden the land, and described parcel of land not serve any adjoining property for any purpose inconsistent with the use of the land, and (3) shall not be located within any flood plain or be included in any wetlands or be subject to any similar type restriction for which any permits or licenses necessary to the use thereof shall have not been obtained; and (e) The Owned Facilities shall abut and have direct vehicular access to a public road, direct access to an operational railroad spur, or have vehicular access to a public road via a permanent, irrevocable, appurtenant easement benefitting the Owned FacilitiesReal Property.

Real Property. Except as set forth on Schedules 2.1(a(a) The Real Property is the only real property owned or leased by the Selling Parties and 8.1, with used by the Selling Parties in the operation of the Purchased Business. With respect to the Owned Facilities: Real Property: (ai) RII Sub shall receive good Synalloy has good, valid and marketable fee simple title by general warranty deed for the Owned Facilities in proper form for recording in the State of North Carolina; (b) The Owned Facilities shall be to such parcel, free and clear of any Security InterestLien except for the Permitted Liens; (ii) there are no leases, subleases, licenses, concessions, or other Contracts, written or oral, granting to any Person the right of use or occupancy of any portion of the Real Property; (iii) there are no outstanding options or rights of first refusal to purchase the Real Property, or any portion thereof or interest therein; (iv) the Real Property has permanent, direct, immediate and uninterrupted rights of access to dedicated public rights of way and roads sufficient for the operation of the Purchased Business, and Synalloy has obtained all necessary curb cut permits or other necessary authorization from all applicable Governmental or Regulatory Authorities allowing Synalloy to connect and/or tie the Real Property directly into such public rights of way; (v) no fact or condition exists which would prohibit or adversely affect the ordinary rights of access to and from the Real Property from and to the existing highways and roads and there is no pending or threatened restriction or denial, governmental or otherwise, upon such ingress and egress; (vi) except for the Permitted Liens, the Real Property may be used and occupied for the Purchased Business, and no Laws prohibit the occupancy of the Real Property for such purpose; (vii) there are no commitments or agreements with any Governmental or Regulatory Authority affecting the Real Property that would be binding on the Buying Parties after the Closing Date that have not been specifically disclosed in writing in Schedule 3.4(a); (viii) the Selling Parties have not received notice of any condemnation, proposed condemnation or any similar proceeding affecting the Real Property and to the Knowledge of the Selling Parties, no such condemnations, proposed condemnations or any similar proceedings affecting the Real Property are planned; (ix) the Real Property is serviced by public utilities or utilities that are available to the Real Property by valid, unencumbered and appurtenant easements, all such utilities are installed and operating and all installation and connection charges with respect thereto have been paid in full; (x) all Permits for use of such utilities have been obtained from all Governmental or Regulatory Authorities or other entities regulating the use thereof, and there is sufficient water, sewer, gas and electricity available to the Real Property to service properly the Purchased Business; (xi) there is not any claim of adverse possession or prescriptive rights involving the Real Property, and there are no parties in possession of any portion of the Real Property other than the Selling Parties; and (xii) no public improvements have been commenced and, to the Knowledge of the Selling Parties, no such public improvements are planned, which may result in special assessments against or otherwise materially adversely affect the Real Property. (b) Except for the Permitted Liens, the current use of the Real Property does not violate any instrument of record or agreement affecting the Real Property. There is no violation of any covenant, condition, restriction, easement, covenant, agreement or other restriction, except for installments order of special assessments not yet delinquent and recorded easements, covenants, matters shown by any Governmental or Regulatory Authority having jurisdiction over any of the Survey attached as Schedule 8.2 and other restrictions which do not impair Real Property that affects such Real Property or the current use or occupancy, occupancy thereof or which would adversely affect the marketability of title, Buying Parties' conduct of the property subject thereto; (c) There shall not be pending or threatened condemnation proceedingsPurchased Business following the Closing in substantially the same manner as BU conducting the Purchased Business prior to Closing. To the Knowledge of the Selling Parties, lawsuits, or administrative actions of any type relating to the Owned Facilities, or other matters affecting adversely the current use, or occupancy thereof, including unpaid tap fees, contemplated special assessments or zoning changes; (d) The legal description for the Owned Facilities contained in the deed therefor shall describe the real property forming a no part of the Owned Facilities fully and adequately. The building and improvements located within the boundary lines Real Property consists of the described parcel of land (1) shall not be in violation of a wetlands area protected as such under applicable setback requirements, zoning laws, and ordinances, (2) shall not encroach on any easement which may burden the land, and described parcel of land not serve any adjoining property for any purpose inconsistent with the use of the land, and (3) shall not be located within any flood plain or be included in any wetlands or be subject to any similar type restriction for which any permits or licenses necessary to the use thereof shall have not been obtained; and (e) The Owned Facilities shall abut and have direct vehicular access to a public road, direct access to an operational railroad spur, or have vehicular access to a public road via a permanent, irrevocable, appurtenant easement benefitting the Owned FacilitiesLaw.

Real Property. Section 7(j) of the Disclosure Schedule lists real property leased or subleased to Seller that is an Acquired Asset. Seller has made available to Purchaser correct and complete copies of the leases and subleases listed in Section 7(j) of the Disclosure Schedule together with any amendments thereto through the date of this Agreement. With respect to each lease and sublease listed in Section 7(j) of the Disclosure Schedule: (i) the lease or sublease is legal, valid, binding, and in full force and effect; (ii) Neither Seller nor any Affiliate, and to the Knowledge of Seller, no other party to the lease or sublease is in material breach or material default, and no event has occurred which, with notice or lapse of time, would constitute a material breach or material default or permit termination, modification, or acceleration thereunder which would have a Material Adverse Effect; (iii) Seller has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the leasehold or subleasehold; (iv) all facilities leased or subleased thereunder have received all approvals of governmental authorities required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules and regulations and are supplied with utilities and other services necessary for the operation of said facilities as operated which if not received or operated and maintained or supplied would have a Material Adverse Effect or materially impair the ability of the Parties to consummate the transactions contemplated by this Agreement; (v) Except as set forth on Schedules 2.1(awould not have a Material Adverse Effect, Seller and its Affiliates have (A) complied with all Environmental, Health, and 8.1Safety Laws; (B) not caused or permitted any Hazardous Materials to be treated, stored, disposed of, generated, or used in any leased premises which are the subject of this Agreement, except that Seller may have stored, used or disposed of products customarily found in office buildings and used in connection with operation and maintenance of property but such use was in compliance with all Environmental, Health, and Safety Laws; and (C) have not received any notice concerning any past or present, actual or potential violation of Environmental Laws or liability for Environmental Damages; and (vi) Seller shall deliver to Purchaser as promptly as practicable, with respect to the Owned Facilities: (a) RII Sub shall receive good 12-month period preceding the date hereof, true and marketable title by general warranty deed complete copies of all accounting information for transactions valued at greater than $10,000 dollars in Seller's possession regarding operating expenses, real estate taxes, and common area charges for the Owned Facilities in proper form for recording in the State of North Carolina; (b) The Owned Facilities shall be free leases and clear of any Security Interest, easement, covenant, or other restriction, except for installments of special assessments not yet delinquent and recorded easements, covenants, matters shown by the Survey attached as subleases listed on Schedule 8.2 and other restrictions which do not impair the current use or occupancy, or the marketability of title, of the property subject thereto; (c) There shall not be pending or threatened condemnation proceedings, lawsuits, or administrative actions of any type relating to the Owned Facilities, or other matters affecting adversely the current use, or occupancy thereof, including unpaid tap fees, contemplated special assessments or zoning changes; (d) The legal description for the Owned Facilities contained in the deed therefor shall describe the real property forming a part of the Owned Facilities fully and adequately. The building and improvements located within the boundary lines of the described parcel of land (1) shall not be in violation of applicable setback requirements, zoning laws, and ordinances, (2) shall not encroach on any easement which may burden the land, and described parcel of land not serve any adjoining property for any purpose inconsistent with the use of the land, and (3) shall not be located within any flood plain or be included in any wetlands or be subject to any similar type restriction for which any permits or licenses necessary to the use thereof shall have not been obtained; and (e) The Owned Facilities shall abut and have direct vehicular access to a public road, direct access to an operational railroad spur, or have vehicular access to a public road via a permanent, irrevocable, appurtenant easement benefitting the Owned Facilities7(j).

Real Property. (a) Schedule 3.15(a) of the Disclosure Letter sets forth a complete and accurate list of all real property that any Acquired Company owns and has (or will own and have following the Reorganization) good, valid, legal and marketable title (or its foreign equivalent) to such real property (individually or collectively, as applicable, the “Owned Real Property”), free and clear of all Encumbrances, except Permitted Encumbrances, and identifies for each Owned Real Property the address and title holder of record. With respect to each Owned Real Property, neither Seller nor any Acquired Company has entered into any agreement for the sale, exchange or transfer of any Owned Real Property or portion thereof. With respect to each Owned Real Property: (i) there are no leases, subleases, licenses or other occupancy agreement granting to any Person the right to use, occupy or operate any portion of the Owned Real Property; (ii) all components of all buildings, structures and other improvements located on the Owned Real Property are in good operating condition and repair in all material respects for the uses for which they are currently employed (normal wear and tear excepted); (iii) there are no outstanding options or rights of first refusal to purchase the Owned Real Property (other than the right of Purchaser pursuant to this Agreement), or any portion thereof or interest therein; (iv) to the Knowledge of Seller, the use, operation and occupancy of any Owned Real Property, as currently used, operated and occupied, and the conduct of the business thereon, as currently conducted, complies in all respects with all deed restrictions and applicable Laws consisting of building codes, zoning, subdivision or other land use or similar Laws (or their foreign equivalent) in all material respects; and (v) except as described in Schedule 3.15(a) of the Disclosure Letter, there are no pending, or to the Knowledge of Seller or any of the Acquired Companies, threatened, condemnation, expropriation, taking or similar proceeding (or their foreign equivalent) affecting any Owned Real Property. (b) Schedule 3.15(b) of the Disclosure Letter sets forth a true, complete and accurate list of all items of real property that any Acquired Company has (or will have following the Reorganization) a good, valid and binding leasehold interest (the “Leased Real Property”, with the leases relating to such Leased Real Property, collectively the “Real Property Leases”) to use, operate or occupy the real property leased, subleased, licensed or sublicensed by any Acquired Company, including the entity name of the tenant and address of each Leased Real Property. True, correct and complete copies (including all amendments thereto) of each Real Property Lease have been made available to Purchaser or its Representatives. Except as set forth on Schedules 2.1(aSchedule 3.15(b): (i) no Acquired Company has subleased, or licensed the right of a third party to use any portion of the Leased Real Property subject thereto; (ii) neither Seller or any Acquired Company has breached such lease; (iii) the use, operation and 8.1occupancy of any Leased Real Property listed on Schedule 3.15(b) comprises all of the real property used in the business of the Acquired Companies, with respect as currently used, operated and occupied, and, to the Owned Facilities: Knowledge of Seller, the conduct of the business thereon, as currently conducted, complies in all material respects with all applicable Laws consisting of building codes, zoning, subdivision or other land use or similar Laws (aor their foreign equivalent); (iv) RII Sub shall receive to the Knowledge of Seller, all components of the buildings, structures and other improvements comprising the demised premises leased to the Acquired Companies pursuant to each Leased Real Property are in good operating condition and marketable title by general warranty deed repair in all material respects for the Owned Facilities in proper form uses for recording in the State of North Carolina; which they are currently employed (bnormal wear and tear excepted); and (v) The Owned Facilities shall be free and clear of any Security Interest, easement, covenantthere are no pending, or other restriction, except for installments to the Knowledge of special assessments not yet delinquent and recorded easements, covenants, matters shown by the Survey attached as Schedule 8.2 and other restrictions which do not impair the current use Seller or occupancy, or the marketability of title, any of the property subject thereto;Acquired Companies, threatened, condemnation, expropriation, taking or similar proceeding (or their foreign equivalent) affecting any Leased Real Property. (c) There shall not be pending or threatened condemnation proceedings, lawsuitsThe Real Property constitutes, or administrative actions will constitute following the Reorganization, all of any type relating to the Owned Facilities, or other matters affecting adversely the current use, or occupancy thereof, including unpaid tap fees, contemplated special assessments or zoning changes; (d) The legal description for the Owned Facilities contained in the deed therefor shall describe the real property forming a part of necessary for the Owned Facilities fully and adequately. The building and improvements located within Acquired Companies to conduct the boundary lines of Acquired Business in the described parcel of land (1) shall not be manner in violation of applicable setback requirements, zoning laws, and ordinances, (2) shall not encroach on any easement which may burden the land, and described parcel of land not serve any adjoining property for any purpose inconsistent with the use of the land, and (3) shall not be located within any flood plain or be included in any wetlands or be subject to any similar type restriction for which any permits or licenses necessary to the use thereof shall have not been obtained; and (e) The Owned Facilities shall abut and have direct vehicular access to a public road, direct access to an operational railroad spur, or have vehicular access to a public road via a permanent, irrevocable, appurtenant easement benefitting the Owned Facilitiessuch Acquired Business is currently being conducted.

Real Property. (i) Stablex conducts its business solely at the land and building bearing civic number ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇ ▇▇▇ (the “Property”) and on the lands subject to the Facility Lease. (ii) Seaway conducts its business solely at the Property. (iii) Gulfstream conducts its business solely at the leased premises listed in Section 3.1(q) of the Disclosure Letter. (iv) Except as set forth on Schedules 2.1(ain (i), (ii) and 8.1(iii) above, none of Seaway, Stablex or Gulfstream uses or occupies any other real or immoveable property. (v) None of Seaway, Stablex or Gulfstream is a party to, or under any agreement to become a party to, any lease with respect to real property other than the Owned Facilities:Facility Lease and the other leases and the Leased Properties and the Property. Such leases (including the Facility Lease) are in full force and effect and are unamended and there are no outstanding defaults or breaches under any of them on the part of Stablex, Gulfstream or, to the knowledge of the Vendor, any other party thereto which would have, individually or in the aggregate, a Material Adverse Effect. No event has occurred which, with notice or lapse of time, would constitute a breach or default of any obligation under any of the leases described in Section 3.1(q) of the Disclosure Letter or permit termination, modification or acceleration thereunder, in each case that would have, individually or in the aggregate, a Material Adverse Effect. (avi) RII Sub shall receive good All Authorizations required have been issued to Stablex, Seaway or Gulfstream, as set forth in Section 3.1(m) of the Disclosure Letter, to enable the real property to be lawfully occupied and marketable title used by general warranty deed the Corporation for the Owned Facilities purposes for which they are currently occupied other than those which would not reasonably be expected to be material to the Corporation or the Business. (vii) There are no material disputes, oral agreements or forbearance programs in proper form for recording effect as to the Property, and neither the Vendor, Stablex nor Gulfstream has assigned, transferred, conveyed, mortgaged, deeded in trust, collaterally assigned or encumbered any interest in the State Facility Lease or in any portion of North Carolina;the Property. (bviii) To the knowledge of the Vendor, all water, gas, electrical, steam, compressed air, telecommunications, sanitary and storm sewage lines and systems and other similar systems serving the Property are installed and operating and are sufficient to enable the Property to be used and operated in the manner currently being used and operated, and any so-called hook-up fees or other associated charges have been fully paid. Each such utility or other service is provided by a public or private utility or service company, except where the failure to do so would not have, individually or in the aggregate, a Material Adverse Effect. (ix) The Owned Facilities shall be free present uses of the real property are in compliance with and clear not in default under or in violation of any Security Interestbuilding, easementzoning, covenantland use, public health, public safety, sewage, water, sanitation or other restrictioncomparable Applicable Law, except for installments of special assessments such non-compliance, default or violation that would not yet delinquent and recorded easementshave, covenants, matters shown by the Survey attached as Schedule 8.2 and other restrictions which do not impair the current use individually or occupancy, or the marketability of title, of the property subject thereto; (c) There shall not be pending or threatened condemnation proceedings, lawsuits, or administrative actions of any type relating to the Owned Facilities, or other matters affecting adversely the current use, or occupancy thereof, including unpaid tap fees, contemplated special assessments or zoning changes; (d) The legal description for the Owned Facilities contained in the deed therefor shall describe the real property forming aggregate, a part of the Owned Facilities fully and adequately. The building and improvements located within the boundary lines of the described parcel of land (1) shall not be in violation of applicable setback requirements, zoning laws, and ordinances, (2) shall not encroach on any easement which may burden the land, and described parcel of land not serve any adjoining property for any purpose inconsistent with the use of the land, and (3) shall not be located within any flood plain or be included in any wetlands or be subject to any similar type restriction for which any permits or licenses necessary to the use thereof shall have not been obtained; and (e) The Owned Facilities shall abut and have direct vehicular access to a public road, direct access to an operational railroad spur, or have vehicular access to a public road via a permanent, irrevocable, appurtenant easement benefitting the Owned FacilitiesMaterial Adverse Effect.

Real Property. Set forth on Schedule 3.12 (a) is a complete list and the location of all Real Property (the "Scheduled Real Property"). True and complete copies of (a) all deeds, leases, title insurance policies and surveys in possession of the Acquired Company relating to the Scheduled Real Property of the Acquired Company and (b) all documents in possession of the Acquired Company evidencing any Encumbrances upon the Scheduled Real Property of the Acquired Company have heretofore been furnished to Purchaser. Except as set forth on Schedules 2.1(a) and 8.1in Schedule 3.12(a), with respect to the Owned Facilitieseach parcel of Scheduled Real Property: (ai) RII Sub shall receive the Acquired Company has good and clear record and marketable title to each parcel of its Scheduled Real Property, insurable by general warranty deed for the Owned Facilities in proper form for recording in the State of North Carolina; (b) The Owned Facilities shall be a recognized national title insurance company at standard rates, free and clear of any Security Interestsecurity interest, encumbrance, easement, covenant, covenant or other restriction, except for installments of special assessments not yet delinquent and recorded easements, covenants, matters shown by the Survey attached as Schedule 8.2 and other restrictions which do not impair the current use or occupancy, or the marketability of title, of the property subject theretoPermitted Encumbrances; (cii) There shall not be the Asset Seller has good and marketable fee or leasehold title (as the case may be) to each parcel of its Scheduled Real Property, free of all leases, tenancies, mortgages, charges, liens, or rent charges, except for Permitted Encumbrances; (iii) there are no (A) pending or or, to the Selling Parties' Knowledge, threatened condemnation proceedingsproceedings relating to such parcel, lawsuits(B) pending or, to the Selling Parties' Knowledge, threatened litigation or administrative actions of any type relating to the Owned Facilitiessuch parcel, or (C) other matters affecting adversely the current use, use of such parcel or the occupancy or value thereof, including unpaid tap fees, contemplated special assessments or zoning changes; (div) The legal description there are no leases, subleases, licenses or agreements, written or oral, granting to any party or parties the right of use or occupancy of any portion of such parcel; (v) there are no outstanding options or rights of first refusal to purchase such parcel, or any portion thereof or interest therein; (vi) all facilities located on such parcel are supplied with utilities and other services necessary for the Owned Facilities contained in operation of such facilities, including gas, electricity, water, telephone, sanitary sewer and storm sewer, all of which services are adequate for the deed therefor shall describe the real property forming a part of the Owned Facilities fully and adequately. The building and improvements located within the boundary lines of the described parcel of land (1) shall not be in violation of applicable setback requirements, zoning laws, and ordinances, (2) shall not encroach on any easement which may burden the land, and described parcel of land not serve any adjoining property for any purpose inconsistent with the use of the land, and (3) shall not be located within any flood plain or be included in any wetlands or be subject to any similar type restriction for which any permits or licenses necessary to the use thereof shall have not been obtained; andBusiness as currently conducted; (evii) The Owned Facilities shall abut such parcel abuts on and have has direct vehicular access to a public road, direct access to an operational railroad spur, road or have vehicular access to a public road via a permanent, irrevocable, appurtenant easement benefitting benefiting such parcel; and (viii) no Selling Party has received notice of any noncompliance of the Owned FacilitiesScheduled Real Property with any applicable zoning law, code or ordinance and, to the Selling Parties' Knowledge, there is no proposed or pending proceeding to change or redefine the zoning classification of all or any portion of the parcels.

Real Property. (i) The Company does not own and has never owned any real property. (ii) Schedule 4.2(m)(ii) sets forth a complete list of all real property and interests in real property currently leased by the Company or used in the Business (a “Leased Real Property”) and identifies any material leases and reciprocal easement or operating agreements relating thereto, in each case, setting forth the lessor and lessee thereof. Except as set forth on Schedules 2.1(adescribed in Schedule 4.2(m)(ii), neither the Company nor its predecessors has leased any other real property. (iii) The Company has good and 8.1, with respect valid title to the Owned Facilities: (a) RII Sub shall receive good and marketable title by general warranty deed for the Owned Facilities leasehold estates in proper form for recording all Leased Real Property, in the State of North Carolina; (b) The Owned Facilities shall be each case free and clear of any Security Interest, easement, covenant, or other restrictionall Liens, except for installments of special assessments not yet delinquent and recorded easements, covenants, matters shown by the Survey attached as Schedule 8.2 and other restrictions which do not impair the current use or occupancy, or the marketability of title, Permitted Liens. None of the property subject thereto;Permitted Liens, individually or in the aggregate, materially impairs or could reasonably be expected to materially impair, the continued use and operation of the Leased Real Property in the conduct of the Business as presently conducted. (civ) There shall not be With respect to the Leased Real Property, (A) there are no pending or or, to the Knowledge of Seller and the Company, threatened condemnation proceedings, lawsuits, proceedings or administrative actions of any type other Legal Proceedings relating to the Owned Facilities, any such parcel or other matters affecting adversely the current use, occupancy or occupancy value thereof, including unpaid tap fees, contemplated special assessments or zoning changes; (dB) The legal description for the Owned Facilities contained in the deed therefor shall describe the real property forming a part of the Owned Facilities fully and adequately. The building buildings and improvements located on each such parcel are located within the boundary lines of the described such parcel of land (1) shall and are not be in violation of applicable setback requirements, local comprehensive plan provisions, zoning lawsor other Laws (and no such parcel or buildings or improvements thereon are subject to “permitted non-conforming use” or “permitted non-conforming structure” classifications), Permits or other forms of approval, regulation or restrictions by any Governmental Authority, and ordinances, (2) shall do not encroach on any easement which may burden the land, and described parcel of ; (C) the land does not serve any adjoining property for any purpose inconsistent with the use of the land; (D) to the Knowledge of Seller and the Company, there are no Contracts granting to any party or parties other than the Company the right of use or occupancy of any such parcel, and there are no parties other than the Company in possession of any such parcel; (E) all facilities located on each such parcel are supplied with utilities and other services necessary for their ownership, operation or use, all of which services are provided via public roads or via permanent, irrevocable, appurtenant easements benefiting each such parcel, and (3F) shall not be located within any flood plain or be included in any wetlands or be subject to any similar type restriction for which any permits or licenses necessary to the use thereof shall have not been obtained; and (e) The Owned Facilities shall abut each such parcel abuts on and have has adequate direct vehicular access to a public roadroad and there is no pending or, direct access to an operational railroad spurthe Knowledge of Seller and the Company, or have vehicular access to a public road via a permanent, irrevocable, appurtenant easement benefitting the Owned Facilitiesthreatened termination of such access.

Real Property. (a) Except as set forth on Schedules 2.1(ain Section 4.2(a) and 8.1of the Disclosure Schedule, with respect the Company is not a lessee, sub-lessee, tenant, licensee or assignee of any real property owned by any third Person nor is it party to the Owned Facilities: (a) RII Sub shall receive good and marketable title by general warranty deed for the Owned Facilities in proper form for recording in the State any leases of North Carolina;real property, occupancy agreements or similar agreements, whether written or oral. (b) The Section 4.2(b) of the Disclosure Schedule sets forth a complete and accurate list and legal description of all the real property that the Company owns (the “Owned Facilities shall be Real Property”). With respect to each such parcel of Owned Real Property except as set forth in Section 4.2(b) of the Disclosure Schedule: (i) the Company has fee simple title to the parcel of Owned Real Property, free and clear of any Security InterestLien (other than Permitted Liens), easement, covenant, covenant or other restriction, except for liens for utilities and current Taxes not yet due and payable, installments of special assessments and liens incurred in the ordinary course of business not yet delinquent delinquent, and recorded easements, covenants, matters shown by the Survey attached as Schedule 8.2 covenants and other restrictions which do not impair materially and adversely affect the current use or occupancy, or the marketability of titletitle or, to the Knowledge of the Company, value, of the property Owned Real Property subject thereto; (cii) There shall not be there are no pending or or, to the Knowledge of the Company, threatened condemnation proceedings, lawsuits, or administrative actions of any type Proceedings relating to the Owned FacilitiesReal Property or, or to the Knowledge of the Company, other matters Proceedings affecting adversely the current use, occupancy or occupancy value thereof, including unpaid tap fees, contemplated special assessments or zoning changes; (diii) The legal description for to the Knowledge of the Company, the physical condition of the parcel of Owned Facilities contained Real Property is sufficient to permit the continued conduct of the business consistent with past practices, subject to the provision of the usual and customary maintenance and repairs performed in the deed therefor shall describe ordinary course of business, consistent with past practice, with respect to similar properties of like age and construction; (iv) all facilities have received all approvals of Governmental Authorities (including Permits) required in connection with the real property forming a part ownership or operation thereof and have been operated and maintained in accordance with applicable Laws; (v) there are no leases, subleases, licenses, concessions or other agreements, written or oral, granting to any party or parties the right of use or occupancy of any portion of the parcel of Owned Facilities fully and adequately. The building and improvements located within Real Property; (vi) there are no outstanding options or rights of first refusal to purchase the boundary lines parcel of Owned Real Property, or any portion thereof or interest therein; (vii) there is no Person other than the Company in possession of the described parcel of land (1) shall not be in violation of applicable setback requirements, zoning laws, and ordinances, (2) shall not encroach on any easement which may burden the land, and described parcel of land not serve any adjoining property for any purpose inconsistent with the use of the land, and (3) shall not be located within any flood plain or be included in any wetlands or be subject to any similar type restriction for which any permits or licenses necessary to the use thereof shall have not been obtained; Owned Real Property. and (eviii) The all facilities located on the parcel of Owned Facilities shall abut Real Property, to the Knowledge of the Company, are supplied with utilities and have direct vehicular access to a other services necessary for the operation of such facilities at Closing, including gas, electricity, water, telephone, sanitary sewer and storm sewer, all of which services are in accordance with all applicable Laws and are provided via public road, direct access to an operational railroad spur, roads or have vehicular access to a public road via a permanent, irrevocable, appurtenant easement benefitting easements benefiting the parcel of Owned FacilitiesReal Property.

Real Property. (a) SCHEDULE 3.9(a) contains a complete and accurate description of all interests in real property, including without limitation fee estates, leaseholds and subleaseholds, purchase options, easements, licenses and all buildings and other improvements thereon, together with any additions thereto or replacements thereof, owned, leased or licensed by any of Sellers or the Transferred Subsidiaries (the "REAL PROPERTY"). (b) Except as set forth on Schedules 2.1(ain SCHEDULE 3.9(b) and 8.1, with respect except as would not be reasonably likely to the Owned Facilitieshave a Material Adverse Effect: (ai) RII Sub shall receive good Sellers and marketable the Transferred Subsidiaries own good, valid and insurable title to all of the Real Property owned by general warranty deed for any of Sellers or the Owned Facilities Transferred Subsidiaries, in proper form for recording fee simple and in the State of North Carolina; (b) The Owned Facilities shall be each case free and clear of any Security Interestall Liens other than Permitted Liens, easementtitle defects, covenantleases, or other restriction, except for installments of special assessments not yet delinquent and recorded easementslicenses, covenants, matters shown by the Survey attached as Schedule 8.2 and conditions, restrictions, easements or other restrictions which do not impair the current use or occupancy, or the marketability of title, of the property subject theretotitle matters; (cii) There shall The Real Property and its continued use, occupancy and operation as used, occupied and operated in the conduct of the Business do not be constitute a nonconforming use and are not the subject of a special use permit under any applicable Law. No condemnation or similar proceeding is pending or, to the Knowledge of Sellers, threatened, that would preclude or threatened condemnation proceedings, lawsuits, or administrative actions impair the use of any type relating to of the Owned Facilities, or other matters affecting adversely Real Property for the current use, or occupancy thereof, including unpaid tap fees, contemplated special assessments or zoning changespurposes for which it is currently used; (diii) The legal description None of Sellers or the Transferred Subsidiaries have received any notice claiming any violation of any Law, or requiring or calling attention to the need for any work, repairs, maintenance, construction, alterations, or installations on or in connection with such Real Property that has not been complied with in all material respects; (iv) There are no Persons other than Sellers and the Owned Facilities contained Transferred Subsidiaries in the deed therefor shall describe the real property forming a part possession of any of the Owned Facilities fully and adequately. The building and improvements located within the boundary lines of the described parcel of land (1) shall not be in violation of applicable setback requirements, zoning laws, and ordinances, (2) shall not encroach on Real Property or any easement which may burden the land, and described parcel of land not serve any adjoining property for any purpose inconsistent with the use of the land, and (3) shall not be located within any flood plain or be included in any wetlands or be subject to any similar type restriction for which any permits or licenses necessary to the use thereof shall have not been obtainedportion thereof; and (ev) The Owned Facilities shall abut All buildings, structures, appurtenances, mechanical, plumbing electrical and other improvements and building systems situated on the Real Property are in good operating condition and have direct vehicular access to a public roadno patent or latent structural defects, direct access to an operational railroad spurincluding without limitation any defects in the roof, structure or have vehicular access to a public road via a permanent, irrevocable, appurtenant easement benefitting the Owned Facilitiesfoundation.

Real Property. Except as set forth on Schedules 2.1(aSCHEDULE 1.1(A) and 8.1, with lists all of the real property that any of the RLH Companies owns or leases. 3.24.1 With respect to the Owned Facilitieseach such parcel of owned RLH Properties: (a) RII Sub shall receive good Seller has not encumbered such real property except as disclosed in Section 3.18 and marketable SCHEDULE 3.18. (b) There are no pending or, to the Knowledge of any of the Seller, any threatened condemnation proceedings, law suits or administrative actions relating to the property or any matters affecting the current use, occupancy or value thereof with the exception of The Red Lion Inn at the Quay in Vancouver with respect to which the local government may exercise rights of eminent domain; (c) To the Knowledge of Seller all facilities have received all approvals of governmental authorities, including licenses and permits, required in connection with the ownership and operation thereof, and to the Knowledge of Seller have been operated and maintained in accordance with applicable laws, rules and regulations. (d) Except as described on SCHEDULE 3.18, there are no leases, subleases, licenses, concessions or other agreements, written or oral, granting to any party or parties the right of use or occupancy of any portion of the parcel of real property. (e) Since Seller has acquired title by general warranty deed to the RLH Properties, Seller has not granted any options or rights of first refusal to purchase the parcel of real property or any portion thereof or interest therein. (f) To the Knowledge of Seller, all facilities located on real property are supplied with utilities and have access to a publicly dedicated road 3.24.2 With respect to each lease for the Owned Facilities properties leased by any of the RLH Companies: (a) The lease is legal, valid, binding, enforceable and in proper form for recording in the State of North Carolinafull force and effect; (b) The Owned Facilities shall be free and clear of No party to the lease is in breach or default or has repudiated any Security Interest, easement, covenant, or other restriction, except for installments of special assessments not yet delinquent and recorded easements, covenants, matters shown by the Survey attached as Schedule 8.2 and other restrictions which do not impair the current use or occupancy, or the marketability of title, provision of the property subject thereto;lease (c) There shall not be pending or threatened condemnation proceedingsTo the Knowledge of Seller all facilities leased have received all approvals of governmental authorities, lawsuitsand have been operated and maintained substantially in accordance with applicable laws, or administrative actions of any type relating to the Owned Facilities, or other matters affecting adversely the current use, or occupancy thereof, including unpaid tap fees, contemplated special assessments or zoning changes;rules and regulations. (d) The legal description for the Owned Facilities contained in the deed therefor shall describe the real property forming a part of the Owned Facilities fully and adequately. The building and improvements located within the boundary lines of the described parcel of land (1) shall not be in violation of applicable setback requirements, zoning laws, and ordinances, (2) shall not encroach on any easement which may burden the land, and described parcel of land not serve any adjoining property for any purpose inconsistent All leased facilities are supplied with the use of the land, and (3) shall not be located within any flood plain or be included in any wetlands or be subject to any similar type restriction for which any permits or licenses necessary to the use thereof shall have not been obtained; and (e) The Owned Facilities shall abut utilities and have direct vehicular access to a public road, direct access to an operational railroad spur, or have vehicular access to a public road via a permanent, irrevocable, appurtenant easement benefitting the Owned Facilitiespublicly dedicated roads.