Common use of Real Property Clause in Contracts

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Real Property. SCHEDULE 2.12 includes (a) The Company does not currently own, and has not owned in the past five years, any real property, other than (i) real estate that the Company owns or has owned in the ordinary course of business incident to its master servicing or former servicing operations and (ii) leasehold improvements. (b) Section 3.10 of the Capstead Disclosure Schedule contains a complete and accurate list of all real property owned leases to which the Company is a party in any capacity (including all amendments thereof and modifications thereto) (the "LEASES"). The Company's interests in and to all Leases listed on Section 3.10 of the Capstead Disclosure Schedule are free and clear of all Encumbrances including without limitation subleases, chattel mortgages, mechanics' and materialmen's liens, conditional sales contracts, collateral security arrangements and other interest retention arrangements. The Company has not received notice of any default by the Company under any of the Leases, and there are no facts or conditions that would, with notice or lapse of time or both, constitute a default by the Company under any of the Leases. To the best knowledge of the Company, none of the landlords under any of the Leases is in default. Any Lease or proposed Lease for which Capstead or an affiliate thereof or related party thereto is landlord are on terms that are no more burdensome to the Company than terms for third party leases in the same geographic area for similarly-situated properties. (c) The buildings and improvements leased by the Company at the date hereof (the "Real Property")on any Lease, and all other real property, if any, used by the Company in the conduct of its business. True, complete and correct copies of all leases and agreements with respect to Real Property leased by the Company have been delivered to LandCARE, and an indication as to which such properties, if any, are currently owned, or were formerly owned, by the Stockholder or any affiliates of the Company or the Stockholder is included in SCHEDULE 2.12. All leases relating to Real Property leased by the Company from the Stockholder or any affiliate of the Stockholder has been terminated. Except as set forth on SCHEDULE 2.12, all of such leases included on SCHEDULE 2.12 are in full force and effect and constitute valid and binding agreements of the parties (and their successors) thereto in accordance with their respective terms. There are no leases, tenancy agreements, easements, covenants, restrictions or any other instruments, agreements or arrangements which create in or confer on any party, other than the Company, the right to occupy or possess all or any portion of the Real Property or create in or confer on any such party any right, title or interest in or to the Real Property or any portion thereof or any interest therein; no party other than the Company occupies or possesses the Real Property or any portion thereof; there is legal and adequate ingress and egress between each tract of Real Property and an adjacent (or, if none, the closest) public roadway; the Real Property is properly zoned in order to allow its current use in the Company's businesses; and there are no claims or demands pending or threatened by any party against the Real Property which, if valid, would create in, or confer on, any party other than the Company, any right, title or interest in or to the Real Property or any portion thereof. None of the buildings, structures or improvements described on SCHEDULE 2.12, or the operation or and maintenance thereof as now operated or and maintained, contravenes do not (i) contravene any zoning or building Law or ordinance or other administrative regulation or violates (ii) violate any restrictive covenant or any provision of law, applicable Law. To the effect of which would materially interfere with or prevent their continued use for the purposes for which they are now being used or would adversely affect the value thereof or the interest best knowledge of the Company therein. The Stockholder has furnished to LandCARE a true Company, all of the plants, buildings and correct copy of all owner's policies of title insurance and surveys pertaining to the structures located on any real property owned by the CompanyCompany or on any Lease are in a state of good maintenance and repair (normal wear and tear excepted) suitable in all respects for the operation of the Company Business. (d) There is no pending or threatened condemnation, eminent domain or similar proceeding with respect to, or that could affect, any real property owned by the Company or any Lease.

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

Real Property. SCHEDULE 2.12 includes a list (a) No Seller owns any real property. (b) Section 3.11(b) of all the Seller Disclosure Schedule sets forth the addresses and the names of the fee owners, landlords, tenants, subtenants and sub-subtenants, as applicable, of each real property owned leased, subleased, sub-subleased, licensed or leased otherwise occupied, or used, by the Company at the date hereof a Seller (the "“Leased Real Property"”), as well as any and all leases, subleases, sub-subleases, licenses, occupancy agreements, and purchase options thereunder, and all other real propertyamendments, if anyterminations and modifications thereof (collectively, used by the Company in the conduct of its business“Real Estate Leases”). True, complete and correct copies of all leases and agreements with respect to Real Property leased by the Company Sellers have been delivered to LandCAREa valid leasehold interest in, and an indication as to which such propertiesenjoy actual, if anyexclusive, are currently ownedpeaceful and undisturbed possession of, or were formerly ownedthe relevant Leased Real Property, by the Stockholder or in each case free and clear of any affiliates of the Company or the Stockholder is included in SCHEDULE 2.12. All leases relating to Real Property leased by the Company from the Stockholder or any affiliate of the Stockholder has been terminated. Except as set forth on SCHEDULE 2.12, all of such leases included on SCHEDULE 2.12 are in full force and effect and constitute valid and binding agreements of the parties Lien (and their successors) thereto in accordance with their respective termsother than Permitted Liens). There are no leases, tenancy subleases, licenses, occupancy agreements, easementsoptions, covenants, restrictions rights or any other instruments, agreements or arrangements to which create in or confer on any party, other than the Company, Seller is a party granting to any Person the right to use, occupy or possess otherwise obtain a real property interest in all or any portion of a Leased Real Property. (c) The Leased Real Property is in material compliance with all Laws related to the business currently being conducted on such Leased Real Property. Each Seller is in material compliance with all Liens and other matters of record affecting the Leased Real Property, and no Seller has received any written notice alleging any default under any of such Liens or other matters of record. (d) Except as provided by the Real Property Estate Leases, there are no outstanding Contracts, commitments, options, rights of reverter or create rights of first refusal (i) to which any Seller is a party or (ii) to which any landlord or sub-landlord, as applicable, and parties other than Seller are a party, in each case, granted to third parties to purchase or confer on lease any such party any rightLeased Real Property, title or interest in or to the Real Property or any portion thereof or any interest therein; no party other than the Company occupies or possesses the Real Property or any portion thereof; there is legal and adequate ingress and egress between each tract of Real Property and an adjacent . (or, if none, the closeste) public roadway; the Real Property is properly zoned in order to allow its current use in the Company's businesses; and there There are no claims or demands pending or threatened by Claims regarding condemnation or eminent domain with respect to any party against the Real Property which, if valid, would create in, or confer on, any party other than the Company, any right, title or interest in or to the Real Property or any portion thereof. None of the buildingsLeased Real Property. There are no pending Claims initiated by or on behalf of any Seller to change or redefine the zoning or land use classification of any such real property, structures or improvements described on SCHEDULE 2.12, or the operation or maintenance thereof as now operated or maintained, contravenes no Seller has received notice of any zoning ordinance or other administrative regulation or violates any restrictive covenant or any provision such Claim and there is no proposed Claim of law, the effect of which would materially interfere with or prevent their continued use for the purposes for which they are now being used or would adversely affect the value thereof or the interest of the Company therein. The Stockholder has furnished to LandCARE a true and correct copy of all owner's policies of title insurance and surveys pertaining to the real property owned by the Companysuch kind.

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

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

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

Real Property. SCHEDULE 2.12 includes (a) Schedule 4.7(a) lists all of the Owned Real Property, in each case identifying the address and owner of such Owned Real Property. The Company or its applicable Subsidiary has good and marketable fee simple title to such Owned Real Property and all of the other Owned Real Property, free and clear of Liens, other than Permitted Liens. Neither the Company nor any Subsidiary has entered into any, and there are no, occupancy agreements, leases, licenses, easements, concessions, tenancies or other agreements of a list similar nature, written or oral, granting to any Person the right of use or occupancy of all real property owned or leased by the Company at the date hereof (the "any portion of any Owned Real Property"), in each case, except as is not material to the Business and all other real property, if any, used by the Company except for colocation and similar access rights provided in the conduct ordinary course of its business. TrueThere are no outstanding written lease, complete and correct copies of all leases and option or other written acquisition agreements with any third party with respect to the Owned Real Property leased by the Company have been delivered Property. (b) Schedule 4.7(b) lists all leases, subleases and licenses for real property (excluding right of ways, easements, indefeasible rights to LandCAREuse (or similar arrangements) and fiber swaps (and similar arrangements)) that is leased, and an indication as subleased or licensed to which such properties, if any, are currently owned, or were formerly owned, by the Stockholder or any affiliates of the Company or any of its Subsidiaries (the Stockholder is included in SCHEDULE 2.12. All leases relating to “Real Property leased by Leases” and those Real Property Leases that involve annual payments in excess of $1,000,000 (the “Material Real Property Leases”). Neither the Company from nor any Subsidiary has entered into any, and there are no, occupancy agreements, subleases, licenses, easements, concessions, tenancies or other agreements of a similar nature, written or oral, granting to any Person the Stockholder right of use or occupancy of all or any affiliate portion of any Leased Real Property subject to a Material Real Property Lease, in each case, except as is not material to the Stockholder has been terminatedBusiness and except for colocation and similar access rights provided in the ordinary course of business. There are no outstanding written sublease, option or other written acquisition agreements with any third party with respect to the Leased Real Property subject to a Material Real Property Lease, in each case, that is material to the Business. (c) Schedule 4.7(c) lists each right of way, easement, indefeasible right to use (or similar arrangement) or fiber swap (or similar arrangement), the individual loss of which would reasonably be expected to be material to the Business (the “Other Real Property Agreements” and, together with the Owned Real Property and the Material Real Property Leases, the “Real Property Interests”). (d) Except as set forth on SCHEDULE 2.12Schedule 4.7(d), all of such leases included on SCHEDULE 2.12 are in full force and effect and constitute valid and binding agreements as of the parties (and their successors) thereto in accordance with their respective terms. There are no leasesdate hereof, tenancy agreementsthere is not pending or, easements, covenants, restrictions or any other instruments, agreements or arrangements which create in or confer on any party, other than to the Company’s Knowledge, the right threatened any (i) zoning application or proceeding, (ii) condemnation, eminent domain or taking proceeding or (iii) other Action relating to occupy or possess all or any portion of the Real Property or create Interest; provided that the representations and warranties in or confer on any such party any right, title or interest in or this Section 4.7(d) are given to the Company’s Knowledge with respect to the Real Property or any portion thereof or any interest therein; no party other than the Company occupies or possesses the subject to a Material Real Property or any portion thereof; there is legal Lease and adequate ingress and egress between each tract of the Other Real Property and an adjacent (or, if none, the closest) public roadway; the Real Property is properly zoned in order to allow its current use in the Company's businesses; and there are no claims or demands pending or threatened by any party against the Real Property which, if valid, would create in, or confer on, any party other than the Company, any right, title or interest in or to the Real Property or any portion thereof. None of the buildings, structures or improvements described on SCHEDULE 2.12, or the operation or maintenance thereof as now operated or maintained, contravenes any zoning ordinance or other administrative regulation or violates any restrictive covenant or any provision of law, the effect of which would materially interfere with or prevent their continued use for the purposes for which they are now being used or would adversely affect the value thereof or the interest of the Company therein. The Stockholder has furnished to LandCARE a true and correct copy of all owner's policies of title insurance and surveys pertaining to the real property owned by the CompanyAgreements.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Real Property. SCHEDULE 2.12 includes a list (a) Section 3.11(a) of the Sellers’ Disclosure Schedule lists all real property owned and all interests in real property, in each case that is leased or leased occupied by the Company at or that the date hereof Company has the right to occupy, now or in the future (each, whether written or oral, being a “Real Property Lease” and any real property leased or occupied under a Real Property Lease being “Leased Real Property”). Except as set forth on Section 3.11(a) of the Sellers’ Disclosure Schedule (the "“Owned Real Property"”), the Company does not own, and all other has not ever owned, any real property. (b) All of the land, if anybuildings, structures and other improvements used by the Company in the conduct of its businessbusiness are included in the Leased Real Property and Owned Real Property. TrueExcept for the Real Property Leases, complete and correct copies of all leases and agreements there is no lease (including sublease) or occupancy agreement in effect with respect to any Leased Real Property. There is no pending or, to the Knowledge of each Seller, Threatened Proceeding regarding condemnation or other eminent domain Proceeding affecting any Leased Real Property leased by the Company have been delivered to LandCARE, and an indication as to which such properties, if any, are currently owned, or were formerly owned, by the Stockholder Owned Real Property or any affiliates sale or other disposition of the Company or the Stockholder is included in SCHEDULE 2.12. All leases relating to any Leased Real Property leased or Owned Real Property in lieu of condemnation. No Leased Real Property or Owned Real Property has suffered any material damage by fire or other casualty that has not been repaired and restored in all material respects. (c) The Company has a valid leasehold interest under each Real Property Lease, subject to any Enforcement Limitation. The Company is not in default or otherwise in breach under any Real Property Lease and, to the Knowledge of each Seller, no other party is in default or otherwise in breach thereof. To the Knowledge of each Seller, no party to any Real Property Lease has exercised any termination right with respect thereto. The Company from the Stockholder or any affiliate has provided to Buyer a true, correct and complete copy of the Stockholder has been terminatedeach Real Property Lease. Except as set forth on SCHEDULE 2.12, all of such leases included on SCHEDULE 2.12 are Each Real Property Lease is in full force and effect and constitute valid and binding agreements of constitutes the entire agreement between the parties (and their successors) thereto in accordance with their respective terms. There are no leasesthereto, tenancy agreements, easements, covenants, restrictions or any other instruments, agreements or arrangements which create in or confer on any party, other than the Company, the right to occupy or possess all or any portion of the Real Property or create in or confer on any such party any right, title or interest in or to the Real Property or any portion thereof or any interest therein; no party other than the Company occupies or possesses the Real Property or any portion thereof; there is legal and adequate ingress and egress between each tract of Real Property and an adjacent (or, if none, the closest) public roadway; the Real Property is properly zoned in order to allow its current use in the Company's businesses; and there are no claims other agreements, whether oral or demands pending or threatened written, between such parties. All rent and other sums and charges payable by the Company as tenant thereunder are current. No party to any party against the Real Property whichLease has repudiated any provision thereof and there is no dispute, if validoral agreement or forbearance program in effect with respect to any Real Property Lease. The Company has good title to the leasehold estate and other rights of the tenant with respect to the property affected by each Real Property Lease, would create infree and clear of all Encumbrances, except any Permitted Encumbrance. The Company has not received written or, to the Knowledge of each Seller, oral notice from any insurance company that such insurance company will require any alteration to any Leased Real Property for continuance of a policy insuring such property or confer on, the maintenance of any party rate with respect thereto (other than the Companyany notice of alteration that has been completed), any right, title or interest in or to the Real Property or any portion thereof. None extent that such alteration is the responsibility of the buildings, structures or improvements described on SCHEDULE 2.12, or the operation or maintenance thereof as now operated or maintained, contravenes any zoning ordinance or other administrative regulation or violates any restrictive covenant or any provision of law, the effect of which would materially interfere with or prevent their continued use for the purposes for which they are now being used or would adversely affect the value thereof or the interest of the Company therein. The Stockholder has furnished to LandCARE a true and correct copy of all owner's policies of title insurance and surveys pertaining to the real property owned by the Company.

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

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

Real Property. SCHEDULE 2.12 includes a list of all real property owned or leased by (a) Neither the Company at nor any of its subsidiaries owns any real property. (b) Section 4.10 of the date hereof Company Disclosure Schedule sets forth all leases, subleases and other agreements (the "“Real Property")Property Leases”) under which the Company or any of its subsidiaries uses, and all other occupies or sublets or has the right to use, occupy or sublet now or in the future, any real property. The Company has heretofore delivered or made available to Parent true, if any, used by the Company in the conduct of its business. True, correct and complete and correct copies of all leases and agreements with respect to Real Property leased by Leases (and all modifications, amendments and supplements thereto and all side letters to which the Company have been delivered to LandCARE, and an indication as to which such properties, if any, are currently owned, or were formerly owned, by the Stockholder or any affiliates of its subsidiaries is a party affecting the obligations of any party thereunder). Each Real Property Lease constitutes the valid and legally binding obligation of the Company or the Stockholder is included its subsidiaries, enforceable in SCHEDULE 2.12. All leases accordance with its terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar Laws of general applicability relating to Real Property leased or affecting creditors’ rights or by the Company from the Stockholder or any affiliate of the Stockholder has been terminated. Except as set forth on SCHEDULE 2.12general equity principles), all of such leases included on SCHEDULE 2.12 are and is in full force and effect effect. All rent and constitute valid other sums and binding agreements charges payable by the Company and its subsidiaries as tenants, or payable to the Company or any of its subsidiaries as sublessor, under each Real Property Lease are current, no termination event or condition or uncured default of a material nature on the part of the parties (and their successors) thereto in accordance with their respective terms. There are no leases, tenancy agreements, easements, covenants, restrictions Company or any other instrumentssuch subsidiary of the Company or, agreements or arrangements which create in or confer on any party, other than to the Company’s knowledge, the right to occupy landlord or possess the sublessee, as the case may be, exists under any Real Property Lease. Each of the Company and its subsidiaries has a good and valid leasehold interest in each parcel of real property leased by it free and clear of all Liens, except (i) Liens for Taxes and general and special assessments not in default and payable without penalty and material interest; (ii) Liens on the landlord’s interest in the facility being leased which are not currently interfering with the Company’s or any portion of the Real Property or create in or confer on any its subsidiaries’ use and enjoyment of such party any right, title or interest in or to the Real Property or any portion thereof or any interest therein; no party other than the Company occupies or possesses the Real Property or any portion thereof; there is legal and adequate ingress and egress between each tract of Real Property and an adjacent (or, if none, the closest) public roadway; the Real Property is properly zoned in order to allow its current use in the Company's businessesreal property; and there are no claims or demands pending or threatened by any party against the Real Property which(iii) other liens, if validmortgages, would create inpledges, or confer on, any party other than the Company, any right, title or interest in or to the Real Property or any portion thereof. None of the buildings, structures or improvements described on SCHEDULE 2.12, or the operation or maintenance thereof as now operated or maintained, contravenes any zoning ordinance or other administrative regulation or violates any restrictive covenant or any provision of law, the effect of encumbrances and security interests which would do not materially interfere with the Company’s or prevent their continued any of its subsidiaries’ use for the purposes for which they are now being used and enjoyment of such real property or would adversely affect materially detract from or diminish the value thereof or the interest of thereof. (c) No party to any Real Property Lease has given notice to the Company therein. The Stockholder has furnished to LandCARE or any of its subsidiaries of or made a true and correct copy claim against the Company or any of all owner's policies of title insurance and surveys pertaining its subsidiaries to the real property owned by Company or any of its subsidiaries with respect to any material breach or default thereunder and the CompanyCompany has no knowledge of any such claim.

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

Real Property. SCHEDULE 2.12 includes (a) Schedule 5.25 sets forth a list list, as of all the Agreement Date, of Parent’s and Buyer’s owned real property owned or and leased by the Company at the date hereof (the "Real Property"), and all other real property. Parent or Buyer, if anyas applicable, used by the Company in the conduct has good and valid title to all of its business. True, complete and correct copies of all leases and agreements with respect to Real Property leased by the Company have been delivered to LandCARE, and an indication owned real property as to which such properties, if any, are currently owned, or were formerly owned, by the Stockholder or any affiliates of the Company Agreement Date and valid title to the leasehold estate (as lessee or the Stockholder is included sublessee) in SCHEDULE 2.12. All leases relating to Real Property all of its leased by the Company from the Stockholder or any affiliate of the Stockholder has been terminated. Except as real property set forth on SCHEDULE 2.12Schedule 5.25, in each case free and clear of all Liens, except for Permitted Liens and except for: (i) Liens that secure Debt that is reflected on the consolidated balance sheet of such Parent and its subsidiaries included in Parent’s annual report on Form 10-K for the fiscal year ended December 31, 2014; (ii) zoning, building and other generally applicable land use restrictions; and (iii) Liens that have been placed by a third party on the fee title of real property constituting Parent’s leased real property or real property over which Parent has easement rights, and subordination or similar agreements relating thereto. (b) All leases included on SCHEDULE 2.12 and subleases for Parent’s or Buyer’s leased real property under which Parent or Buyer is a lessee or sublessee are in full force and effect and constitute valid and binding agreements of the parties (and their successors) thereto are enforceable, in all material respects, in accordance with their respective terms. There , subject to the Bankruptcy and Equity Exception, and no written notices of material default under any such lease or sublease have been sent or received by Parent, Buyer or their respective Affiliates during the period from January 1, 2012 through the Agreement Date. (c) None of Parent, Buyer or their respective Affiliates has received any written notice from any Government Authority asserting any violation or alleged violation of applicable Laws with respect to any of Parent’s of Buyer’s owned or leased properties that remains uncured as of the Agreement Date and that would reasonably be expected to have a Buyer Material Adverse Effect. (d) None of Parent, Buyer or their respective Affiliates has received written notice of (x) any condemnation, eminent domain or similar proceeding affecting any portion of any of such buildings or premises or any access thereto, and to the Knowledge of Parent no such proceedings are no leasescontemplated or (y) any special assessment or pending improvement liens to be made by any Government Authority which could materially and adversely affect any of such buildings or premises. (e) Notwithstanding anything in this Agreement to the contrary, tenancy agreements, easements, covenants, restrictions the representations and warranties made by Parent and Buyer in this Section 5.25 are the sole and exclusive representations and warranties made regarding Parent’s or Buyer’s owned or leased properties or any other instruments, agreements or arrangements which create in or confer on any party, other than the Company, the right to occupy or possess all or any portion of the Real Property or create in or confer on any such party any right, title or interest in or to the Real Property or any portion thereof or any interest therein; no party other than the Company occupies or possesses the Real Property or any portion thereof; there is legal and adequate ingress and egress between each tract of Real Property and an adjacent (or, if none, the closest) public roadway; the Real Property is properly zoned in order to allow its current use in the Company's businesses; and there are no claims or demands pending or threatened by any party against the Real Property which, if valid, would create in, or confer on, any party other than the Company, any right, title or interest in or to the Real Property or any portion thereof. None of the buildings, structures or improvements described on SCHEDULE 2.12, or the operation or maintenance thereof as now operated or maintained, contravenes any zoning ordinance or other administrative regulation or violates any restrictive covenant or any provision of law, the effect of which would materially interfere with or prevent their continued use for the purposes for which they are now being used or would adversely affect the value thereof or the interest of the Company therein. The Stockholder has furnished to LandCARE a true and correct copy of all owner's policies of title insurance and surveys real property matters pertaining to the real property owned by the CompanyParent or Buyer.

Real Property. SCHEDULE 2.12 includes (a) No Group Company owns, directly or indirectly, or has ever owned, any real property, nor does any Group Company hold title to any real property. (b) Section 5.10(b) of the Disclosure Schedule lists (i) the street address of each parcel of real property leased or subleased by any Group Company, together with all buildings, structures and facilities located thereon (“Leased Real Property”); (ii) the landlord under the lease, the rental amount currently being paid, and the expiration of the term of such lease or sublease for each leased or subleased property; and (iii) the current use of such property. The Company has delivered or made available to Acquiror true, complete and correct copies of any leases, subleases, or other occupancy agreements, and any amendments, guaranties or addendums thereto, including all notices exercising renewal, expansion or termination rights thereunder affecting the Leased Real Property. No Group Company is a list sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of all any Leased Real Property. The use and operation of the Leased Real Property in the conduct of the Group Companies’ business do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. No material improvements constituting a part of the Leased Real Property encroach on real property owned or leased by a Person other than the Company at the date hereof (the "Real Property"), and all other real property, if any, used by the Company in the conduct of its business. True, complete and correct copies of all leases and agreements with respect to Real Property leased by the Company have been delivered to LandCARE, and an indication as to which such properties, if any, are currently owned, or were formerly owned, by the Stockholder or any affiliates of the Company or the Stockholder is included in SCHEDULE 2.12. All leases relating to Real Property leased by the Company from the Stockholder or any affiliate of the Stockholder has been terminated. Except as set forth on SCHEDULE 2.12, all of such leases included on SCHEDULE 2.12 are in full force and effect and constitute valid and binding agreements of the parties (and their successors) thereto in accordance with their respective termsGroup Companies. There are no leasesActions pending nor, tenancy agreements, easements, covenants, restrictions or any other instruments, agreements or arrangements which create in or confer on any party, other than to the Company’s Knowledge, threatened against or affecting the right to occupy or possess all or any portion of the Real Property or create in or confer on any such party any right, title or interest in or to the Leased Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings. (c) The Company has made available to Acquiror all title reports, surveys, title policies, environmental audits or reports, maintenance reports, permits and appraisals with respect to the Leased Real Property to the extent any interest therein; no party other than of the foregoing are in the possession of the Company occupies or possesses the agents under its control. (d) No Group Company has leased or sublet, as lessor, sub lessor, licensor or the like, any of the Leased Real Property or to any portion thereof; there is legal and adequate ingress and egress between each tract of Person. The Leased Real Property has access, in all material respects, sufficient for the conduct of Ordinary Course of Business, including to public roads and an adjacent to all utilities, (orincluding electricity, if noneinternet, sanitary and storm sewer, potable water, natural gas and other utilities, used in the closestoperation of the business at that location). (e) public roadway; The Leased Real Property constitutes all of the real property utilized by the Group Companies. (f) The Leased Real Property is properly zoned in order to allow its current use in sufficient for the Company's businesses; and there are no claims or demands pending or threatened by any party against the Real Property which, if valid, would create in, or confer on, any party other than the Company, any right, title or interest in or to the Real Property or any portion thereof. None conduct of the Group Companies’ business. All buildings, structures or improvements described on SCHEDULE 2.12, or and appurtenances comprising part of the operation or maintenance thereof as now operated or Leased Real Property that are currently being used by the Group Companies are structurally sound and in satisfactory condition and have been reasonably maintained, contravenes any zoning ordinance or other administrative regulation or violates any restrictive covenant or any provision of law, normal wear and tear excepted. No Group Company has an obligation to restore the effect of which would materially interfere with or prevent premises subject to the Leased Real Property to their continued use for condition at the purposes for which they are now being used or would adversely affect the value thereof or the interest start of the Company therein. The Stockholder has furnished to LandCARE a true and correct copy applicable lease or otherwise, whether on the date hereof or at the termination or expiration of all owner's policies of title insurance and surveys pertaining to the real property owned by the Companylease.

Real Property. (a) The Company does not own any real property. SCHEDULE 2.12 includes 5I contains a list correct and complete schedule of the documents comprising all leases, subleases, licenses, rights of way or other Contracts for the use or occupancy of any real property owned or leased by the Company at the date hereof (the "Real PropertyREAL PROPERTY LEASES"). The Company is not a party to any lease, and all sublease, license or other agreement for the use or occupancy of any real property, if any, used by property other than the Company in the conduct of its business. True, complete and correct copies of all leases and agreements with respect to Real Property leased by the Company have been delivered to LandCARE, and an indication as to which such properties, if any, are currently owned, or were formerly owned, by the Stockholder or any affiliates of the Company or the Stockholder is included in SCHEDULE 2.12. All leases relating to Real Property leased by the Company from the Stockholder or any affiliate of the Stockholder has been terminatedLeases. Except as set forth on SCHEDULE 2.12, all of such leases included on SCHEDULE 2.12 are in full force and effect and constitute valid and binding agreements of the parties (and their successors) thereto in accordance with their respective terms. There are no leases, tenancy agreements, easements, covenants, restrictions or any other instruments, agreements or arrangements which create in or confer on any party, other than the Company5I, the right to occupy Company has not assigned, sublet, mortgaged or possess all or otherwise encumbered in any portion of respect whatsoever its leasehold estate under the Real Property Leases. Except as set forth on SCHEDULE 5I, the Company does not own or create in hold, or confer on is not obligated under or a party to, any such party option, right of first refusal or other contractual right to purchase, acquire, sell, assign or dispose of any right, title or interest in or to the Real Property real estate or any portion thereof or any interest therein; no party other than the Company occupies or possesses . (b) Each of the Real Property or any portion thereof; Leases is a valid and binding obligation enforceable against the Company and, to the knowledge of the Company, against each other party thereto in accordance with its terms, and there is legal and adequate ingress and egress between each tract no default under any of Real Property and an adjacent (or, if none, the closest) public roadway; the Real Property is properly zoned in order to allow its current use in the Company's businesses; and there are no claims or demands pending or threatened Leases by any party against the Real Property which, if valid, would create in, or confer on, any party other than the Company, or, to the knowledge of the Company, by any rightother party thereto and, title to the knowledge of the Company, no event has occurred that with the lapse of time or interest in the giving of notice or both would constitute a default thereunder, except for such defaults or events which would not have a Material Adverse Effect. No previous or current party to the Real Property Leases has given written notice of or made a claim against the Company with respect to any portion thereof. None breach or default thereunder which remains uncured or otherwise in existence as of the buildingsdate hereof. To the knowledge of the Company, structures or improvements described on SCHEDULE 2.12each of the Real Property Leases covers the entire estate it purports to cover and entitles the Company to the use, or occupancy and possession of the operation or maintenance thereof as now operated or maintained, contravenes any zoning ordinance or other administrative regulation or violates any restrictive covenant or any provision of law, the effect of which would materially interfere with or prevent their continued use real property for the purposes for which they are such property is now being used or would adversely affect the value thereof or the interest of the Company therein. The Stockholder has furnished to LandCARE a true and correct copy of all owner's policies of title insurance and surveys pertaining to the real property owned by the Company. Complete and correct copies of the Real Property Leases, together with all amendments, modifications, supplements or side letters affecting the obligations of any party thereunder have been delivered to the Purchaser. To the knowledge of the Company, the property which is subject to the Real Property Leases complies with all applicable Laws, except for such failure to comply which would not have a Material Adverse Effect. No notice of violation of any such Law has been received by the Company and, to the knowledge of the Company, no such notice has been issued by any Governmental Body with respect to such property.

Real Property. SCHEDULE 2.12 includes (a) The Company does not lease (or sub-lease) any real property as lessee or lessor. (b) Schedule 5.17(b) sets forth a complete list of all each parcel of real property owned or leased by the Company at the date hereof (together with all buildings, structures and improvements located thereon, the "Owned Real Property"), including: (i) the street address of each parcel of Owned Real Property; and (ii) the current use of each parcel of Owned Real Property. The Company and Seller have made available to Buyer true, correct and complete copies of all deeds and other instruments (as recorded), title insurance policies, surveys, ESA Phase I & IIs, reports of Governmental Authorities and any other such documents affecting the Owned Real Property. The Company does not own any real propertyproperty other than the Owned Real Property. No Person other than the Company has any right to use, if any, used occupy or lease any of the Owned Real Property. The Owned Real Property is owned by the Company in the conduct of its business. True, complete free and correct copies clear of all Liens, other than Permitted Liens, and there are no leases of the Owned Real Property. (c) There is no pending or, to the Knowledge of the Company, threatened condemnation, expropriation, eminent domain, rezoning or similar proceeding affecting all or any part of the Owned Real Property, and agreements with respect the Company has not received any written notice thereof. (d) Neither the Company nor, to the Knowledge of the Company, any other Person is in violation of a condition or agreement contained in any easement or restrictive covenant or any similar instrument or agreement affecting any of the Owned Real Property leased in any material respect. (e) To the Knowledge of the Company, there is no proposed reassessment of any Owned Real Property by any Taxing Authority and there is no threatened or pending special assessment or Litigation that could give rise to a material increase in real property Taxes or assessments against any of the Owned Real Property. (f) The Company has not received from any Governmental Authority written notice requiring any material work, repairs, construction, alterations or installations on or in connection with the Owned Real Property or asserting or alleging any material violation of any Law (including zoning or Environmental Laws) applicable to the Owned Real Property, or any part thereof, that has not been corrected. Neither the Company have been delivered nor, to LandCAREthe Knowledge of the Company, any Representative of the Company, has received written notice of a zoning change that would affect the Owned Real Property. (g) None of the buildings or other structures on the Owned Real Property materially encroach on any adjacent properties or easement areas, and an indication as to which such properties, if any, there are currently ownedno material encroachments onto the Owned Real Property or buildings, or were formerly owned, by the Stockholder or any affiliates of the Company or the Stockholder is included in SCHEDULE 2.12. All leases relating to Real Property leased by the Company from the Stockholder or any affiliate of the Stockholder has been terminated. Except as set forth other structures located on SCHEDULE 2.12, all of such leases included on SCHEDULE 2.12 are in full force and effect and constitute valid and binding agreements of the parties (and their successors) thereto in accordance with their respective termsadjacent parcels. There are no leasesboundary disputes with respect to the Owned Real Property. (h) The Company has paid for all material work, tenancy agreements, easements, covenants, restrictions or any other instruments, agreements or arrangements which create labor and materials furnished to the Company in or confer on any party, other than connection with the Company, the right to occupy or possess all or any portion of the Owned Real Property prior to the Closing Date, and there is no mechanic’s or create materialmen’s Lien, filed or otherwise claimed, in or confer on connection with any such party any rightwork, title labor and materials performed on or interest furnished in or connection with the Owned Real Property prior to the Closing Date. (i) The Owned Real Property constitute all interests in real property currently used, owned, occupied, or any portion thereof or any interest therein; no party other than the Company occupies or possesses the Real Property or any portion thereof; there is legal and adequate ingress and egress between each tract of Real Property and an adjacent (or, if none, the closest) public roadway; the Real Property is properly zoned in order to allow its current currently held for use in connection with the Company's businesses; and there are no claims or demands pending or threatened by any party against the Real Property which, if valid, would create in, or confer on, any party other than the Company, any right, title or interest in or to the Real Property or any portion thereof. None Business as currently conducted. (j) All of the buildings, structures fixtures, equipment and improvements, and all components thereof located on the land associated with the Owned Real Property (the "Improvements") (i) are in reasonably good operating condition and all mechanical and other systems located thereon are in good operating condition, and no condition exists requiring material repairs, alterations or improvements described on SCHEDULE 2.12corrections and (ii) are suitable, sufficient and appropriate in all material respects for their current uses. (k) The Company validly holds all certificates of occupancy and Permits issued by any applicable Governmental Authority necessary for the current use and operation of the Owned Real Property and the Company has fully complied with all material conditions of the Permits applicable to it. No default or violation, or event that with the operation elapse of time or maintenance thereof as now operated giving of notice or maintainedboth would become a default or violation, contravenes has occurred in the due observance of any zoning ordinance or other administrative regulation or violates any restrictive covenant or any provision of law, the effect of which would materially interfere with or prevent their continued use for the purposes for which they are now being used or would adversely affect the value thereof or the interest of the Company therein. The Stockholder has furnished to LandCARE a true and correct copy of all owner's policies of title insurance and surveys pertaining to the real property owned by the CompanyPermit.

Real Property. SCHEDULE 2.12 includes (a) Schedule 4.12(a)(1) sets forth a complete list of all real property owned or and interests in real property leased by the Company at (individually, a "Real Property Lease" and the date hereof (real properties specified in such leases being referred to herein individually as a "Company Property" and collectively as the "Real PropertyCompany Properties"), and ) as lessee or lessor. The Company Property constitutes all other interests in real property, if any, property currently used by or currently held for use in connection with the Company in the conduct of its business. True, complete and correct copies of all leases and agreements with respect to Real Property leased by the Company have been delivered to LandCARE, and an indication as to which such properties, if any, are currently owned, or were formerly owned, by the Stockholder or any affiliates business of the Company or Stores and which are necessary for the Stockholder is included in SCHEDULE 2.12. All leases relating to Real Property leased by the Company from the Stockholder or any affiliate continued operation of the Stockholder has been terminatedbusiness of the Stores as the business is currently conducted. Except as set forth on SCHEDULE 2.12Schedule 4.12(a)(2), all of such leases included on SCHEDULE 2.12 are in full force and effect and constitute valid and binding agreements to the best of the parties (and their successors) thereto in accordance with their respective terms. There are no leases, tenancy agreements, easements, covenants, restrictions or any other instruments, agreements or arrangements which create in or confer on any party, other than Company s and/or the CompanyShareholder s knowledge, the right premises leased pursuant to occupy or possess the Real Property Leases comply with all or any portion building, fire, zoning and other ordinances and regulations applicable thereto. The Company has paid all rent, additional rent and/or other charges reserved and payable under each of the Real Property or create in or confer on any such party any right, title or Leases to the extent so payable as of the date hereof. The Company has a valid and enforceable leasehold interest in or to under each of the Real Property Leases, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors rights and remedies generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity); the Company has not caused an event of default or received any written notice of any default or event that with notice or lapse of time, or both, would constitute a default by the Company under any of the Real Property Leases; and none of the landlords in respect of the Real Property Leases has caused an event of default that with notice or lapse of time, or both, would constitute a default by any one of such landlords under any of the Real Property Leases. Except as set forth on Schedule 4.12(a)(3), there is no management agreement, equipment lease, service contract or other contract or agreement to which the Company is a party affecting any Company Property (collectively, "Property Contracts") which (i) was not made in the ordinary course of business, (ii) is not terminable upon 30 days prior notice by the Company without payment of a premium or penalty or (iii) requires payments in excess of an amount that, if added to the monthly payment obligations of all other Property Contracts in respect of such Company Property, would cause the aggregate amount of all monthly payment obligations in respect of all Property Contracts for such Company Property to exceed $1,000 with respect to a Real Property Lease. The Company has delivered to the Purchaser true, correct and complete copies of the Real Property Leases, together with all amendments, modifications or supplements, if any, thereto. The Company presently owns and operates the Stores, which includes the check cashing stores at the locations set forth on Schedule 4.12(a)(1). (b) The Company has all certificates of occupancy and Permits of any Governmental Body necessary or useful for the current use and operation of each Company Property, and the Company has fully complied with all material conditions of the Permits applicable to them. No default or violation, or event that with the lapse of time or giving of notice or both would become a default or violation, has occurred in the due observance of any Permit. (c) There does not exist any actual or, to the best Knowledge of the Company and/or the Shareholders, threatened or contemplated condemnation or eminent domain proceedings that affect any Company Property or any part thereof and the Company has not received any notice, oral or written, of the intention of any Governmental Body or other Person to take or use all or any part thereof. (d) The Company has not received any written notice from any insurance company that has issued a policy with respect to any Company Property requiring performance of any structural or other repairs or alterations to such Company Property. (e) The Company does not own or hold, and is not obligated under or a party to, any option, right of first refusal or other Contract right to purchase, acquire, sell, assign or dispose of any real estate or any portion thereof or any interest therein; no party other than the . (f) The Company occupies does not own or possesses the Real Property or hold in fee any portion thereof; there is legal and adequate ingress and egress between each tract of Real Property and an adjacent (or, if none, the closest) public roadway; the Real Property is properly zoned in order to allow its current use in the Company's businesses; and there are no claims or demands pending or threatened by any party against the Real Property which, if valid, would create in, or confer on, any party other than the Company, any right, title or interest in or real property with respect to the Real Property or any portion thereof. None of the buildings, structures or improvements described on SCHEDULE 2.12, or the operation or maintenance thereof as now operated or maintained, contravenes any zoning ordinance or other administrative regulation or violates any restrictive covenant or any provision of law, the effect of which would materially interfere with or prevent their continued use for the purposes for which they are now being used or would adversely affect the value thereof or the interest of the Company therein. The Stockholder has furnished to LandCARE a true and correct copy of all owner's policies of title insurance and surveys pertaining to the real property owned by the CompanyStores.

Real Property. SCHEDULE 2.12 includes (a) The Company does not currently own and has never owned any real property. (b) The Company is the only owner and holder of leasehold title in the Leased Real Property, and holds good and valid leasehold title in and to the Company Leases and the Leased Real Property, free and clear of any and all material Liens except Permitted Liens and the freehold interests of the Landlords. Section 4.8(b) of the Company Disclosure Schedules sets forth a complete and correct list of all real property owned Leased Real Property and all Company Leases. The Company has delivered or leased made available to the Purchaser copies of all Company Leases, and the copies so provided are true, correct and complete. The Company Leases have not been amended, modified or terminated except for any amendments identified in Section 4.8(b) of the Company Disclosure Schedule, true, correct and complete copies of which amendments have been made available to the Purchaser prior to the date of this Agreement. (c) Each Company Lease is valid and in full force and effect. Each Company Lease represents the entire agreement between the Company, as tenant, and the applicable Landlord. There are no other agreements, written or oral, between the Company, on the one hand, and any Landlord or other third party relating to the Company’s possession, use and occupancy of the Leased Real Property. There is no existing default or breach by the Company at under any Company Lease nor is there any default under a Company Lease that would give the date hereof Landlord thereunder the right to consent to the transactions described in this Agreement that such Landlord would otherwise not have absent such default, and, (i) to the "Real Property"Company’s Knowledge, no other party is in breach or violation of, or default under, any Company Lease, (ii) no event has occurred which would result in a breach or violation of, or a default under, any Company Lease by the Company or, to the Company’s Knowledge, any other party thereto (in each case, with or without notice or lapse of time or both), and (iii) to the Company’s Knowledge, each Landlord has performed all its obligations with respect to the Leased Real Property through the date of this Agreement. (d) None of the Company Leases, nor any interest therein, has been previously assigned or pledged by the Company. The Company has delivered to the Landlords under the Company Leases all security deposits required thereunder, and none of such security deposits has been applied against any of the obligations of Company. (i) To the Company’s Knowledge, the use being made of the Leased Real Property by the Company is in conformity with the certificates of occupancy issued for the Leased Real Property and in compliance with all Laws applicable thereto, including, without limitation, the Americans with Disabilities Act, in all material respects; (ii) no notice of violation of any Law has been received by the Company from any Governmental Entity or any other person entitled to enforce same; and (iii) to the Knowledge of the Company, the Leased Real Property, and the present use and condition thereof, do not violate, in any material respect, any applicable deed restrictions or other covenants, restrictions or agreements applicable thereto or site plan approvals, as modified by any duly issued variances. (f) The Company has not received written notice from any Governmental Entity, nor is there, to the Company’s Knowledge, any pending or threatened (i) Action to modify the zoning classification of, or to condemn, or purchase in lieu thereof, all or any part of the Leased Real Property; (ii) reassessment or special assessments or penalties or interest with respect to real propertyestate Taxes or any other assessments applicable to the Leased Real Property; or (iii) governmental moratoria materially affecting the Leased Real Property. (g) (i) To the Knowledge of the Company the Leased Real Property Improvements are in all material respects in good operating condition and repair without any structural or mechanical defects of any kind, if anyand (ii) all Leased Real Property Improvements have received all approvals by Governmental Entities required in connection with their use, occupancy and operation. (h) The Company holds all of the Real Property Approvals legally required to lease the Leased Real Property and operate the Leased Real Property in the Ordinary Course. (i) The Company enjoys peaceful and undisturbed possession of all Leased Real Property. (j) To the Knowledge of the Company, there are no unpaid taxes, assessments or bonds of any nature affecting the Leased Real Property or any portion of the Leased Real Property other than real property Taxes which are not yet delinquent. (k) To the Knowledge of the Company, the Leased Real Property and the Leased Real Property Improvements have adequate means of ingress, egress, parking, curb cuts, drainage and sewage and are adequately supplied with utilities (including water, sewage, electricity, gas and telecommunications) and other services to continue to be operated post-Closing in the Ordinary Course. (l) The Leased Real Property collectively constitutes all real property used or occupied by the Company in the conduct of its business or otherwise in connection with its business. True, complete and correct copies . (m) No work has been performed or is in progress nor have materials been supplied to any of all leases and agreements with respect to the Leased Real Property leased by or agreements entered into for work to be performed or materials to be supplied to any of the Leased Real Property prior to the date hereof, in each case pursuant to any Contract with the Company have been delivered to LandCARE, and an indication as to which such properties, if any, are currently owned, or were formerly owned, by the Stockholder or any affiliates of provides that the Company or is responsible for payment or, to the Stockholder is included in SCHEDULE 2.12. All leases relating to Real Property leased by the Company from the Stockholder or any affiliate Knowledge of the Stockholder has been terminated. Except as set forth on SCHEDULE 2.12, all of such leases included on SCHEDULE 2.12 are in full force and effect and constitute valid and binding agreements of the parties (and their successors) thereto in accordance with their respective terms. There are no leases, tenancy agreements, easements, covenants, restrictions or any other instruments, agreements or arrangements which create in or confer on any party, other than the Company, pursuant any other Contract, and which will not have been fully paid for on or prior to the right to occupy Closing Date or possess all or which might provide the basis for the filing of Liens against any portion of the Real Property or create in or confer on any such party any right, title or interest in or to the Real Property or any portion thereof or any interest therein; no party other than the Company occupies or possesses the Leased Real Property or any portion thereof; there is legal and adequate ingress and egress between each tract the Company has not made any Contract of any kind the performance of which by the other party thereto would give rise to a Lien on any of the Leased Real Property and an adjacent Property. (n) Neither this Agreement nor anything provided to be done by the Company under this Agreement violates, or requires the consent, approval or permission of any Governmental Entity or other third party under, any Laws, or, if none, to the closest) public roadway; the Real Property is properly zoned in order to allow its current use in the Company's businesses; and there are no claims or demands pending or threatened by any party against the Real Property which, if valid, would create in, or confer on, any party other than Knowledge of the Company, under any rightdeed restrictions or other covenants, title restrictions or interest in or agreements applicable to the Leased Real Property or any portion thereof. None of the buildings, structures or improvements described on SCHEDULE 2.12, or the operation or maintenance thereof as now operated or maintained, contravenes any zoning ordinance or other administrative regulation or violates any restrictive covenant or any provision of law, the effect of which would materially interfere with or prevent their continued use for the purposes for which they are now being used or would adversely affect the value thereof or the interest of the Company therein. The Stockholder has furnished to LandCARE a true and correct copy of all owner's policies of title insurance and surveys pertaining to the real property owned by the CompanyProperty.

Real Property. SCHEDULE 2.12 includes a list of all (i) The Company, the Liquor Subsidiaries and the Nova Group do not own any real property owned or leased by immovable property. The Company has made available to the Company at the date hereof (the "Real Property"), and all other real property, if any, used by the Company in the conduct of its business. True, complete and correct Purchaser copies of all leases leases, subleases, licenses to occupy, and agreements with in the nature of a lease (including all amendments, renewals, extensions, assignments, occupancy agreements, subleases, agreements to lease and agreements to sublease) in respect to Real Property leased by the Company have been delivered to LandCARE, and an indication as to which such properties, if any, are currently owned, or were formerly owned, by the Stockholder or any affiliates of the Company or Leased Properties (the Stockholder is included “Company Leases”, each a “Company Lease”) and, to the Company’s knowledge, in SCHEDULE 2.12. All leases relating to Real Property leased by the Company from the Stockholder or any affiliate respect of the Stockholder has been terminatedNova Leased Properties (the “Nova Leases”, each a “Nova Lease”), in each case whether as lessor or lessee. Except as set forth on SCHEDULE 2.12in the Company Disclosure Letter, all neither the Company, any Liquor Subsidiary or, to the knowledge of such leases included on SCHEDULE 2.12 the Company, the Nova Group are the lessor of or lessee of, nor have they agreed to acquire or lease, any real property or Appurtenances or any interest in, any real property or Appurtenances other than the Company Leased Properties and the Nova Leased Properties. Other than the Company Leased Properties, no other real property is used in connection with the conduct of the Company’s business currently being conducted. Other than the Nova Leased Properties, to the Company’s knowledge, no other real property is used in connection with the conduct of the Nova Group’s business currently being conducted. (ii) The Company is not a party to, and has not agreed to enter into, any lease, sublease, license to occupy, agreement to lease, agreement to sublease or agreement in the nature of a lease in respect of any real property or Appurtenances, whether as lessor or lessee, other than the Company Leases. Each Company Lease and, to the knowledge of the Company, Nova Lease is in full force and effect and constitute valid and binding agreements unamended. Each Company Lease and, to the knowledge of the parties (and their successors) Company, Nova Lease is in good standing; neither the Company nor, to the knowledge of the Company, any other party thereto is in accordance with their respective termsdefault of or breach of any covenant, condition or obligation contained therein. There is no material dispute between the Company and any other party under any Company Lease or, to the knowledge of the Company, between Nova and any other party under any Nova Lease. No Company Lease creates a Lien in respect of any of the assets of the Company except as would not, individually or in the aggregate, reasonably be expected to result in a Company Adverse Material Effect. No amount is payable after Closing as a commission or finder’s fee under an agreement to which the Company is a party in respect of any of the Company Leases, Nova Leases or any renewal or extension or exercise of any option or right pursuant to any of the Company Leases or Nova Leases. In respect of those Company Leases where the Company is a sub-landlord, the Company confirms that there are no leasestenant allowances due and payable as of the date hereof. (iii) Except as described in the Company Disclosure Letter, tenancy agreementsand except where the Company, easements, covenants, restrictions a Liquor Subsidiary or a member of the Nova Group sublease any other instruments, agreements Company Leased Property or arrangements which create in or confer on any Nova Leased Property to another party, other than the Company, a Liquor Subsidiary or the Nova Group, as applicable, occupy the Company Leased Properties and the Nova Leased Properties, as applicable, and has the exclusive right to possess, use and occupy each Company Leased Property during the term of the applicable Company Lease and each Nova Leased Property during the term of the applicable Nova Lease, as applicable. All fixtures and improvements situated on the Company Leased Properties and, to the knowledge of the Company, the right to occupy or possess Nova Leased Properties are, in all or any portion material respects, in good operating condition and in a state of good maintenance and repair, and are adequate and suitable in all material respects for the Real Property or create in or confer on any such party any right, title or interest in or to the Real Property or any portion thereof or any interest therein; no party other than the Company occupies or possesses the Real Property or any portion thereof; there is legal and adequate ingress and egress between each tract of Real Property and an adjacent (or, if none, the closest) public roadway; the Real Property is properly zoned in order to allow its current use in the Company's businesses; and there purposes for which they are no claims or demands pending or threatened by any party against the Real Property which, if valid, would create in, or confer on, any party other than the Company, any right, title or interest in or to the Real Property or any portion thereofcurrently being used. None of the buildingsthose fixtures or improvements, structures or improvements described on SCHEDULE 2.12, or nor the operation or maintenance thereof as now operated or maintainedthereof, contravenes any zoning ordinance or other administrative regulation or violates any restrictive covenant or any provision of lawany Law, or encroaches on any property owned by others. The Company has adequate rights of ingress and egress for the operation of its business in the Ordinary Course and, to the knowledge of the Company, no facts or conditions which would result in the termination of the current access from the Company Leased Properties to any currently existing public roads adjoining or situated on the Company Leased Properties. The Nova Group has adequate rights of ingress and egress for the operation of its business in the Ordinary Course and, to the knowledge of the Company, no facts or conditions which would result in the termination of the current access from the Nova Leased Properties to any currently existing public roads adjoining or situated on the Nova Leased Properties. Without limiting the generality of the foregoing: (A) the Company Leased Properties, the effect Nova Leased Properties, the current uses of which would materially interfere and the conduct of the business on those properties comply with all Laws including those dealing with zoning, parking, access, loading facilities, landscaped areas, building construction, fire and public health and safety; (B) all accounts for work and services performed and materials supplied, placed or prevent their continued use for furnished on or in respect of any Company Leased Property at the purposes for which they are now being used or would adversely affect the value thereof or the interest request of the Company therein. The Stockholder has furnished to LandCARE a true and correct copy of all owner's policies of title insurance and surveys pertaining and, to the real property owned knowledge of the Company, any Nova Leased Property at the request of the Nova Group have been fully paid and satisfied, and no Person is entitled to claim a lien or privilege under applicable Law against the Company Leased Properties, the Nova Leased Properties or any part thereof, other than current accounts in respect of which the payment due date has not yet passed; (C) there is nothing owing in respect of the Company Leased Properties by the Company or, to the knowledge of the Company, any Nova Leased Property by the Nova Group 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 use thereof, other than current accounts in respect of which the payment due date has not yet passed; (D) no part of the Company Leased Properties or the Nova Leased Properties has been taken or expropriated by any Governmental Entity nor has any notice or proceeding in respect thereof been given or commenced; (E) to the knowledge of the Company, each of the Company Leased Properties and the Nova Leased Properties (including all fixtures and improvements) are free of any material defects (patent or latent) and there are no material or structural repairs or replacements that are necessary or advisable and, without limiting the foregoing, there are no material repairs to, or replacements of, the roof or the mechanical, electrical, heating, ventilating, air-conditioning, plumbing, drainage, sprinkler or elevating equipment or systems that are necessary or advisable, all of such equipment and systems are fully operational, and none of the Company Leased Properties or Nova Leased Properties in relation to which the initial construction has been completed is currently undergoing any alteration or renovation nor is any such alteration or renovation contemplated; and (F) any arrangements or agreements by which the Company or any member of the Nova Group, as applicable, subleases, licenses, or otherwise grants access or occupancy of any portion of the Company Leased Properties or, to the knowledge of the Company, the Nova Leased Properties to a third party who is not the landlord thereof together with all necessary approvals (if any) in respect thereof have been made available to the Purchaser. (iv) Except as would not be reasonably expected to have, individually or in the aggregate, a Company Material Adverse Effect or a Nova Adverse Material Effect, as applicable: (A) the Company, a Liquor Subsidiary or member of the Nova Group has a valid and subsisting leasehold interest in each of the Company Leased Properties and the Nova Leased Properties, as applicable, subject to the terms and conditions of the applicable Company Lease or Nova Lease; (B) each Company Lease or Nova Lease, as applicable, is valid, legally binding, enforceable and in full force and effect (subject only to any limitation under bankruptcy, insolvency or other Law affecting the enforcement of creditors’ rights generally and the discretion that a court may exercise in the granting of equitable remedies such as specific performance and injunction); (C) none of the Company, any Liquor Subsidiary or, to the knowledge of the Company, the Nova Group is in breach of, or default under, such lease or sublease, and no event has occurred which, with notice, lapse of time or both, would constitute such a breach or default by the Company, any Liquor Subsidiary, or to the knowledge of the Company, any member of the Nova Group or permit termination, modification or acceleration by any third party thereunder; and (D) to the knowledge of the Company, no third party has repudiated or has the right to terminate or repudiate any such lease or sublease (except for termination rights that may be specifically set out in such leases and except for the normal exercise of remedies in connection with a default thereunder or any termination rights set forth in the lease or sublease) or any provision thereof. (v) To the knowledge of the Company, the Company Leased Properties and the Nova Leased Properties are adequately serviced by utilities (or well water with adequate septic systems, if any) having adequate capacities for the normal operations of the facilities of the Company, the Liquor Subsidiaries and the Nova Group. (vi) To the knowledge of the Company, the Company has not received written notice from any Governmental Entity of any scheduled and material road construction project within the immediate vicinity of any Company Leased Property or Nova Leased Property which would reasonably be expected to materially and adversely affect access or traffic flow to such Company Leased Property or Nova Leased Property, as applicable, including, but not limited to, road construction projections on roadways adjacent to such Company Leased Property or Nova Leased Property, as applicable, or any main highway, tollway or other roadway artery in the immediate vicinity of such Company Leased Property or Nova Leased Property, as applicable. (vii) All Company Leases, Nova Leases, notices of Company Lease, notices of Nova Lease and caveats are registered against the title to the applicable Company Leased Property or Nova Leased Property, as applicable, except as would not, individually or in the aggregate, be reasonably expected to have a Company Material Adverse Effect or a Nova Material Adverse Effect, as applicable.

Real Property. SCHEDULE 2.12 includes (a) Neither the Company nor any of the Company Subsidiaries owns any real property. (b) Section 4.24(b) of the Company Disclosure Schedules sets forth (i) a true and complete list of all real property owned leased, subleased, licensed or leased otherwise occupied by the Company at or any of the date hereof Company Subsidiaries (the "each, a “Leased Real Property"”), (ii) the address for each Leased Real Property and all other real property, if any, used (iii) current rent amounts payable by the Company in or the conduct of its businessCompany Subsidiaries related to each Leased Real Property. True, The Company has Made Available to Parent complete and correct copies of each lease, sublease, license, sublicense or other occupancy agreeement, in each case including all leases and agreements with respect to amendments thereto (each, a “Lease Agreement”) for each Material Leased Real Property leased by (each such Lease Agreement, a “Material Lease Agreement”). All of the Company have been delivered to LandCARE, Material Lease Agreements are valid and an indication as to which such properties, if any, are currently owned, or were formerly owned, by the Stockholder or any affiliates binding obligations of the Company or the Stockholder is included in SCHEDULE 2.12. All leases relating to Real Property leased by one of the Company from the Stockholder or any affiliate of the Stockholder has been terminated. Except Subsidiaries, as set forth on SCHEDULE 2.12applicable, all of such leases included on SCHEDULE 2.12 and are in full force and effect and constitute valid and binding agreements effect. The Company or one of the parties (Company Subsidiaries has a valid leasehold, subleasehold, license or similar interest in each Material Leased Real Property, free and their successors) thereto in accordance with their respective termsclear of all Liens except for Permitted Liens. There Either the Company or one of the Company Subsidiaries, as applicable, has performed all material obligations required to be performed by it to date under each Material Lease Agreement, and there are no leasesoutstanding material defaults or circumstances which, tenancy agreementsupon the giving of notice or passage of time or both, easements, covenants, restrictions would constitute a material default or breach by the Company or any other instrumentsof the Company Subsidiaries or, agreements or arrangements which create in or confer on any party, other than to the Company’s Knowledge, by any counterparty under any Material Lease Agreement. (c) With respect to each Material Leased Real Property, neither the Company nor any of the Company Subsidiaries has subleased, licensed, sublicensed or otherwise granted anyone a right to use or occupy or possess all or any portion of the Real Property or create in or confer on any such party any right, title or interest in or to the Material Leased Real Property or any portion thereof or any interest therein; no party other than the Company occupies or possesses the Real Property or any material portion thereof; there is legal and adequate ingress and egress between each tract of Real Property and an adjacent . (or, if none, the closestd) public roadway; the Real Property is properly zoned in order to allow its current use in the Company's businesses; and there are no claims or demands pending or threatened by any party against the Real Property which, if valid, would create in, or confer on, any party other than the Company, any right, title or interest in or The premises demised pursuant to the Real Property or any portion thereof. None Material Lease Agreements is in all material respects in sufficient order, condition and repair for the current conduct of the buildings, structures or improvements described on SCHEDULE 2.12, or the operation or maintenance thereof as now operated or maintained, contravenes any zoning ordinance or other administrative regulation or violates any restrictive covenant or any provision business of law, the effect of which would materially interfere with or prevent their continued use for the purposes for which they are now being used or would adversely affect the value thereof or the interest of the Company therein. The Stockholder has furnished to LandCARE a true and correct copy of all owner's policies of title insurance and surveys pertaining to the real property owned by the Company.

Real Property. SCHEDULE 2.12 includes (a) Neither the Company nor any Subsidiary owns any freehold property (or the equivalent of freehold property in any jurisdiction). Schedule 3.6(a) sets forth a complete list of all real property owned or leased by the Company at the date hereof or any Subsidiary as a lessee (the "individually, Leased Real Property"), and . Schedule 3.6(a) also sets forth a complete list of all other real property, if any, used Leased Real Property subleased by the Company in the conduct of its business. True, complete and correct copies of all leases and agreements with respect to Real Property leased by the Company have been delivered to LandCARE, and an indication as to which such properties, if any, are currently owned, or were formerly owned, by the Stockholder or any affiliates of the Company Subsidiary or the Stockholder is included in SCHEDULE 2.12granting any rights to occupy to any person. All leases relating to of Leased Real Property leased by the Company from the Stockholder or any affiliate of the Stockholder has been terminated. Except as set forth on SCHEDULE 2.12, all of such leases included on SCHEDULE 2.12 are in full force and effect effect. Neither the Company nor any Subsidiary has Table of Contents received or given any written notice of, and constitute valid and binding agreements to Seller’s Knowledge there does not exist, any event of default or event, occurrence or act that, with the parties (and their successors) thereto giving of notice or the lapse of time or both, would give rise to an event of default under any leases of Leased Real Property. Neither the Company nor any Subsidiary has violated any material terms or conditions under any leases of Leased Real Property that could be reasonably expected to give rise to an event of default thereunder. Neither the Company nor any Subsidiary has violated in accordance with their respective terms. There are no leases, tenancy agreements, easements, covenants, restrictions or any other instruments, agreements or arrangements which create in or confer on material respect any party, other than the Company, the right statutory provision relating to occupy or possess all or any portion of the Leased Real Property or create in or confer on any such party any right, title or interest in or to the its use. The leases of Leased Real Property are free from any Lien (other than Permitted Liens). (b) Schedule 3.6(b) sets forth a list of all leases and subleases of the Leased Real Property under which the Company or any portion thereof Subsidiary is a sublessee or any interest therein; no party other than sublessor, and Seller has previously made available to Purchaser true and complete copies thereof. (c) Neither the Company occupies nor any Subsidiary has sold or possesses the Real Property otherwise disposed of any properties previously owned, leased or occupied by them nor given any portion thereof; there is legal and adequate ingress and egress between each tract guarantees in relation to any liabilities arising in relation to any properties owned, leased or occupied. [Redacted] Table of Real Property and an adjacent (or, if none, the closest) public roadway; the Real Property is properly zoned in order to allow its current use in the Company's businesses; and there are no claims or demands pending or threatened by any party against the Real Property which, if valid, would create in, or confer on, any party other than the Company, any right, title or interest in or to the Real Property or any portion thereof. None Contents Table of the buildings, structures or improvements described on SCHEDULE 2.12, or the operation or maintenance thereof as now operated or maintained, contravenes any zoning ordinance or other administrative regulation or violates any restrictive covenant or any provision of law, the effect of which would materially interfere with or prevent their continued use for the purposes for which they are now being used or would adversely affect the value thereof or the interest of the Company therein. The Stockholder has furnished to LandCARE a true and correct copy of all owner's policies of title insurance and surveys pertaining to the real property owned by the Company.Contents [Redacted]

Real Property. SCHEDULE 2.12 includes (1) None of the Companies owns any real property. Schedule 3(a)(ii)(H)(1) sets forth, as of the date hereof, a true and complete list of all real property owned or leased by the Company at the date hereof Leases (the "Real Property")including all amendments, extensions, renewals, guaranties and all other real property, if any, used by the Company in the conduct of its business. True, complete and correct copies of all leases and material agreements with respect thereto) and the address and location of all leasehold or sub leasehold estates and other rights to use or occupy any land, buildings, structures, improvements, fixtures or other interests in real property directly or indirectly (the “Leased Real Property leased by the Company have been delivered Property”) to LandCARE, and an indication as to which such properties, if any, are currently owned, or were formerly owned, by the Stockholder or any affiliates of the Company Companies by a third party in connection with the CRM Business (whether pursuant to a lease, sublease, use and occupancy or the Stockholder other similar arrangement), each of which is included in SCHEDULE 2.12. All leases relating to Real Property leased by the Company from the Stockholder or any affiliate full force and effect as of the Stockholder has been terminateddate of this Agreement. No Company is party to any Contract to purchase any real property or interest therein. The Companies will have at Closing a valid leasehold interest in all Leased Real Property, sufficient to conduct the CRM Business as currently conducted, free and clear of all Liens other than Permitted Liens. (2) Except as set forth on SCHEDULE 2.12Schedule 3(a)(ii)(H)(2), all of such leases included on SCHEDULE 2.12 are in full force and effect and constitute valid and binding agreements none of the parties (Companies is a party to any lease, sublease, license, concession agreement, guaranty, use and their successors) thereto in accordance with their respective terms. There are no leasesoccupancy agreement, tenancy agreementsassignment, easementsoption, covenantsright of first offer or refusal to lease or purchase, restrictions or any other instrumentssimilar arrangement under which it is a lessor, agreements assignor, purchaser or arrangements which create in seller, or confer on any party, other than the Company, the right otherwise affecting or relating to occupy or possess all or any portion of the Leased Real Property Property. (3) Each parcel of Leased Real Property, abuts on and has direct vehicular access to a public road, or create in or confer on any such party any righthas access to a public road via a permanent, title or interest in or to irrevocable, appurtenant easement benefiting the Real Property or any portion thereof or any interest therein; no party other than the Company occupies or possesses the Real Property or any portion thereof; there is legal and adequate ingress and egress between each tract of Real Property and an adjacent (or, if none, the closest) public roadway; the parcel. The Leased Real Property is properly zoned the only real property or interests in order to allow its current use in the Company's businesses; and there are no claims real property that is necessary or demands pending or threatened by any party against the Real Property which, if valid, would create in, or confer on, any party other than the Company, any right, title or interest in or material to the Real Property or any portion thereof. None conduct of the buildingsCRM Business as presently conducted. (4) To Seller’s Knowledge, structures or improvements described on SCHEDULE 2.12each parcel of Leased Real Property, or the operation or maintenance thereof as now operated or maintainedand all of its building systems are in good operating condition and repair, contravenes any zoning ordinance water-tight and free from material structural, physical, mechanical, electrical, plumbing, roof or other administrative regulation or violates any restrictive covenant or any provision of lawdefects, the effect of which would materially interfere and are maintained in a commercially reasonable manner consistent with or prevent industry standards generally followed with respect to similar property in their continued use respective locations, and is suitable for the purposes for which they are now being used or would adversely affect the value thereof or the interest conduct of the Company therein. The Stockholder has furnished to LandCARE a true and correct copy of all owner's policies of title insurance and surveys pertaining to the real property owned by the CompanyCRM Business as presently conducted.

Real Property. SCHEDULE 2.12 includes (a) Section 3.27(a)(i) of the Company Disclosure Letter sets forth a list of all real property properties (by name and location) owned or leased as fee simple by the Company at or any of its Subsidiaries as of the date hereof (the "Real Property"), hereof. The Company or its applicable Subsidiary has good and all other valid title to each such material real property, if any, used by the Company in the conduct of its business. True, complete and correct copies of all leases and agreements with respect to Real Property leased by the Company have been delivered to LandCARE, and an indication as to which such properties, if any, are currently owned, or were formerly owned, by the Stockholder or any affiliates Section 3.27(a)(ii) of the Company Disclosure Letter sets forth a list of all real properties (including name and location) for which the Company, its Subsidiaries or any of its controlled Affiliates have, as of the Stockholder date hereof, an ownership interest in or control of the general partnership interests in the property-owning partnership which has fee simple ownership of such real property. (b) Section 3.27(b) of the Company Disclosure Letter sets forth each material lease, sublease or license pursuant to which the Company or any of its Subsidiaries occupies real property on the date of this Agreement (each, a “Real Property Lease” and the real property covered by each such lease, a “Company Leased Facility”). (i) Each material Real Property Lease is included valid, binding and enforceable against the Company or its applicable Subsidiary in SCHEDULE 2.12. All leases accordance with its terms (except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to Real Property leased or affecting creditors’ rights or by the Company from the Stockholder or any affiliate of the Stockholder has been terminated. Except as set forth on SCHEDULE 2.12, all of such leases included on SCHEDULE 2.12 are general equity principles) and is in full force and effect and constitute valid and binding agreements with respect to the Company or its applicable Subsidiary and, to the Knowledge of the parties (and their successors) thereto in accordance with their respective terms. There are no leases, tenancy agreements, easements, covenants, restrictions or any other instruments, agreements or arrangements which create in or confer on any party, other than the Company, the right to occupy or possess all or any portion of the Real Property or create in or confer on any such party any right, title or interest in or with respect to the Real Property or any portion thereof or any interest thereinother parties thereto; no party other than the Company occupies or possesses the Real Property or any portion thereof; there is legal and adequate ingress and egress between each tract of Real Property and an adjacent (or, if none, the closestii) public roadway; the Real Property is properly zoned in order to allow its current use in the Company's businesses; and there are no claims or demands pending or threatened by any party against the Real Property which, if valid, would create in, or confer on, any party other than the Company, any right, title or interest in or to the Real Property or any portion thereof. None of the buildings, structures or improvements described on SCHEDULE 2.12, or the operation or maintenance thereof as now operated or maintained, contravenes any zoning ordinance or other administrative regulation or violates any restrictive covenant or any provision of law, the effect of which would materially interfere with or prevent their continued use for the purposes for which they are now being used or would adversely affect the value thereof or the interest none of the Company thereinor its Subsidiaries in material breach or violation of, or in default under, any Real Property Lease, (iii) none of the Company or its Subsidiaries has received any written notice of default under any material Real Property Lease and (iv) the Company and its Subsidiaries have a valid leasehold interest in all of the material Company Leased Facilities free and clear of all Liens other than Permitted Liens. The Stockholder has furnished to LandCARE a true and correct copy Company Leased Facilities collectively constitute all of all owner's policies of title insurance and surveys pertaining to the material real property owned by necessary for the conduct of the business of the Company.

Real Property. SCHEDULE 2.12 includes a list (a) Neither the Company nor any of all its subsidiaries owns, or has owned since its inception, any real property owned or leased by any option to acquire any real property. Seller Disclosure Letter Section 3.13 sets forth all leases, subleases, licenses, occupancy agreements and other similar agreements pursuant to which the Company at the date hereof or any of its subsidiaries leases, subleases, licenses or otherwise uses any real property (the "“Real Property"”), including all amendments, extensions, renewals, guaranties and all other real property, if any, used by the Company in the conduct of its business. True, complete and correct copies of all leases and agreements with respect thereto (collectively, the “Leases”) and describes, with respect to each such Lease, the address of the related Real Property leased by and the name of the landlord, sublandlord, licensor or grantor, as applicable. The Company and/or its subsidiaries has a good and valid leasehold interest in or a valid right to use all of the Real Property, free and clear of all Encumbrances (other than Permitted Encumbrances). The Company has made available to Buyer correct and complete copies of each of the Leases. (b) Neither the Company have been delivered to LandCAREnor any of its subsidiaries is a ground lessor, and an indication as to which such propertieslandlord, if any, are currently owned, licensor or were formerly owned, by the Stockholder or sublandlord under any affiliates of Lease. Neither the Company or nor any of its subsidiaries is in material default under any Lease. To the Stockholder Knowledge of Sellers, no other party to any Lease is included in SCHEDULE 2.12material default under any Lease. All leases relating to Real Property leased by the Company from the Stockholder or any affiliate of the Stockholder has been terminated. Except as set forth on SCHEDULE 2.12Each Lease is legal, all of such leases included on SCHEDULE 2.12 are valid, binding, enforceable and in full force and effect with respect to the Company and constitute valid and binding agreements its subsidiaries and, to the Knowledge of Sellers, with respect to each other party thereto. (c) With respect to each parcel of Real Property, (i) the Company and/or its subsidiaries is now in possession of such Real Property, (ii) none of the parties Company or its subsidiaries has received written notice that any condemnation or eminent domain Proceeding against such Real Property is pending or threatened, (and their successorsiii) thereto in accordance with their respective terms. There to the Knowledge of Sellers, there are no leasessubleases, tenancy agreementslicenses, easementsor other third party use or occupancy rights with respect to such Real Property, covenantsexcept as expressly set forth in Seller Disclosure Letter Section 3.13(c), restrictions (iv) there are no outstanding amounts payable by the Company or any other instruments, agreements of its subsidiaries or arrangements which create in or confer on with respect to any party, Lease other than the Company, the right to occupy or possess all or any portion of the Real Property or create in or confer on any such party any right, title or interest in or to the Real Property or any portion thereof or any interest therein; no party other than the Company occupies or possesses the Real Property or any portion thereof; there is legal and adequate ingress and egress between each tract of Real Property and an adjacent (or, if none, the closest) public roadway; the Real Property is properly zoned in order to allow its current use rental payments expressly set forth in the Company's businesses; applicable Lease, and (v) there are no claims or demands pending or threatened by any party against the Real Property whichsecurity deposits, if validguaranties, would create inletters of credit, or confer onother forms of security with respect to any Lease except as expressly set forth in Seller Disclosure Letter Section 3.13(c). (d) Except as set forth in Seller Disclosure Letter Section 3.13(d), any party other than the Company, any right, title or interest in or to the Real Property or any portion thereof. None Knowledge of Sellers, all of the buildings, structures or and improvements described located on SCHEDULE 2.12, or the operation or maintenance thereof as now operated or maintained, contravenes any zoning ordinance or other administrative regulation or violates any restrictive covenant or any provision of law, the effect of which would materially interfere with or prevent their continued use Real Property are suitable for the purposes for which they are now being currently used or would adversely affect the value thereof or the interest of the Company therein. The Stockholder has furnished to LandCARE a true and correct copy of all owner's policies of title insurance and surveys pertaining with respect to the real property owned by the CompanyBusiness.

Real Property. SCHEDULE 2.12 includes (a) Each of the Company and its Subsidiaries has good and marketable title to and/or a valid leasehold interest in all of its material properties and assets, tangible and intangible, free and clear of all mortgages, pledges, liens, encumbrances, or other security interests (collectively, “Liens”), except for (i) Liens for current taxes not yet due and payable, and (ii) such other minor imperfections of title and encumbrances, if any, that would not, in the aggregate, be reasonably expected to have a Company Material Adverse Effect (clauses (i) and (ii) being referred to as “Permitted Liens”). (b) The Company Disclosure Schedule contains a complete list of all real property owned by the Company or any of its Subsidiaries (the “Real Property”). Except for property leased pursuant to leases listed in the Company Disclosure Schedule, the Real Property includes all land, buildings, structures, and other improvements used by the Company or its Subsidiaries necessary to enable them to conduct their business as it is presently being conducted. (c) There is no condition on the Real Property, or any real property leased by the Company at or any of its Subsidiaries, that would be revealed by an accurate survey or physical inspection thereof and that would (i) interfere in any material respect with the date hereof use, occupancy, or operation thereof as currently used, occupied, or operated, or (ii) materially reduce the "Real Property"), and all fair market value thereof below the fair market value such parcel would have had but for such encroachment or other real property, if any, used by fact or condition. (d) Neither the Company in the conduct nor any of its business. TrueSubsidiaries owns or holds, or is obligated under, or party to, any option, right of first refusal, or other contractual right to acquire any real property or interest therein. (e) The Company Disclosure Schedule contains a complete and correct copies list of all leases and agreements with respect to Real Property leased by the Company have been delivered to LandCARE, and an indication as each lease pursuant to which such properties, if any, are currently owned, or were formerly owned, by the Stockholder or any affiliates of the Company or the Stockholder any of its Subsidiaries leases, as lessor or lessee, any real property interest. Each such lease is included in SCHEDULE 2.12. All leases relating to Real Property leased by the Company from the Stockholder or any affiliate of the Stockholder has been terminated. Except as set forth on SCHEDULE 2.12, all of such leases included on SCHEDULE 2.12 are valid and binding and is in full force and effect effect, subject only to exceptions based on bankruptcy, insolvency, or similar laws of general application, and constitute valid and binding agreements of the parties (and their successors) thereto in accordance with their respective terms. There there are no existing defaults by any party to any such lease, or any condition, event, or act known to the Company or its Subsidiaries that, with notice or lapse of time or both, would constitute such a default, and, without limiting the foregoing, neither the Company nor any of its Subsidiaries is in default under any of such leases, tenancy agreementsand neither the Company nor any of its Subsidiaries has received any notice from any person asserting a default under any such lease, easementsin each case except for any such breaches or defaults that would not reasonably be expected to have, covenantsindividually or in the aggregate, restrictions a Company Material Adverse Effect. (f) Neither the Company nor any of its Subsidiaries has received notice of any default or breach by any of them under any Liens affecting the Real Property or any other instrumentsportion thereof, agreements no such default or arrangements which create breach now exists, and no event has occurred or is continuing that, with notice or the passage of time or both, would constitute a default thereunder, in each case except for any such breaches or confer on any partydefaults that would not reasonably be expected to have, other than individually or in the Companyaggregate, the right a Company Material Adverse Effect. (g) The Company and each of its Subsidiaries is in compliance with all material zoning, building, subdivision, and land-use laws and regulations that are applicable to occupy or possess all or any portion of the Real Property or create in any buildings, plants or confer on improvements owned by the Company or any such party of its Subsidiaries (collectively, “Real Property Laws”). The Real Property and its continued use, occupancy, and operation as currently used, occupied, and operated for its primary purpose does not constitute a nonconforming use under any rightReal Property Law, title or interest in or to and the continued existence, use, occupancy, and operation of the Real Property or for its primary purpose is not dependent on any portion thereof or any interest therein; no party other than the Company occupies or possesses the Real Property or any portion thereof; there is legal and adequate ingress and egress between each tract of Real Property and an adjacent (orspecial permit, if noneexception, the closest) public roadway; the Real Property is properly zoned in order to allow its current use in the Company's businesses; and there are no claims or demands pending or threatened by any party against the Real Property which, if valid, would create inapproval, or confer on, any party other than the Company, any right, title or interest in or to the Real Property or any portion thereof. None of the buildings, structures or improvements described on SCHEDULE 2.12, or the operation or maintenance thereof as now operated or maintained, contravenes any zoning ordinance or other administrative regulation or violates any restrictive covenant or any provision of law, the effect of which would materially interfere with or prevent their continued use for the purposes for which they are now being used or would adversely affect the value thereof or the interest of the Company therein. The Stockholder has furnished to LandCARE a true and correct copy of all owner's policies of title insurance and surveys pertaining to the real property owned by the Companyvariance.

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

Real Property. SCHEDULE 2.12 includes (a) Schedule 3.13(a) contains a list list, by street address or location, of all real property owned by Company or leased by an Affiliate and used in the Company at the date hereof Business (the "“Owned Real Property"”). There are no encroachments on the Owned Real Property, and there are no encroachments of improvements located on the Owned Real Property onto any real property adjacent to the Owned Real Property. (b) Schedule 3.13(b) contains a list, by street address or location, of all other real property, if any, property used by the Company in the conduct Business subject to any lease or sublease to which Company or any Affiliate is a party, and under which Company or its Affiliate is a lessee or sublessee (collectively, the “Real Property Leases” and the real property to which such Real Property Leases relate, the “Leased Real Property”). Company or its Affiliate is in lawful possession of its business. Truethe applicable Leased Real Property and Company has made available to Purchaser true, correct and complete and correct copies of all leases and Contracts, or other leases, lease guarantees, subleases, agreements with respect for the leasing, use or occupancy of, or otherwise granting a right in or relating to the Leased Real Property leased by the Company have been delivered to LandCARE, and an indication as to which such properties, if any, are currently owned, or were formerly owned, by the Stockholder or any affiliates of the Company or the Stockholder any Affiliate is included in SCHEDULE 2.12a party, including all amendments, terminations and modifications thereof. All leases relating to The Real Property leased by the Company from the Stockholder or any affiliate of the Stockholder has been terminated. Except as set forth on SCHEDULE 2.12, all of such leases included on SCHEDULE 2.12 Leases: (i) are in full force and effect effect, are valid, binding and constitute valid enforceable and binding agreements of the parties (and their successors) thereto effective in accordance with their respective terms. There are no leases, tenancy agreements, easements, covenants, restrictions or any other instruments, agreements or arrangements which create in or confer on any party, other than ; (ii) neither the Company, its Affiliate, nor, to the right Knowledge of Company, any other party to occupy the Real Property Leases is in breach or possess default, and, to the Knowledge of Company, no event has occurred which, with notice or lapse of time or both, would constitute such a breach or default or permit termination, modification or acceleration under the Real Property Leases; (iii) the Real Property Leases have not been modified, except to the extent that such modifications are set forth on Schedule 3.13(b); (iv) the Company or its Affiliate is exclusively entitled to all rights and benefits as lessee or sublessee, as applicable, under the Real Property Leases and neither the Company nor its Affiliate has assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any portion interest in the Real Property Leases; and (v) the terms and conditions of the Real Property or create Leases will not be affected by, nor will the Real Property Leases be in or confer default as a result of, the completion of the Transactions, subject to receipt of the consents set forth on any such party any right, title or interest in or Schedule 5.6 applicable to the Real Property Leases. There is not now pending nor, to the Knowledge of Company, contemplated any reassessment of any parcel included in the Real Property Leases that could result in a change in the rent or any portion thereof a material change in the assessment or any interest therein; no party other than sums and charges payable by the Company occupies or possesses its Affiliate under any agreement relating to the Real Property Leases. (c) With respect to each piece of Leased Real Property: (i) the current use of such Leased Real Property by the Company or its Affiliate and the operation of Company’s Business thereon does not, to Company’s Knowledge, violate any instrument of record or Contract affecting such Leased Real Property; (ii) neither the Company nor its Affiliate has subleased, assigned or otherwise granted to any Person the right to use or occupy the Leased Real Property or any portion thereof; (iii) there are no Persons in possession of such Leased Real Property except the Company or its Affiliate; (iv) to Company’s Knowledge, such Leased Property, is used in a manner consistent with and permitted by applicable zoning Laws without special use Permits, is served by all water, sewer, electrical, telephone, drainage and other utilities required for normal operations of the Business, has legal access to a public right-of-way, and adequate ingress is in good condition and egress between each tract repair; (v) any leasehold improvements made to the Leased Real Property by or on behalf of Company or its Affiliate have been done in accordance with applicable Laws and with the consent of the landlord and the prime landlord (in the case of a sublease), if such consent was required pursuant to the terms of the Real Property Lease; (vi) there are no liens, encumbrances, or other claims against Company’s or its Affiliate’s leasehold interest in the Leased Real Property or improvements thereto, except the Permitted Encumbrances; and (vii) to Company’s Knowledge, the Leased Real Property and an adjacent (orimprovements thereto are in compliance with all applicable Laws. To the Knowledge of Company, if nonethere are no encroachments on the Leased Real Property, the closest) public roadway; the Real Property is properly zoned in order to allow its current use in the Company's businesses; and there are no claims encroachments of improvements located on the Leased Real Property onto any real property adjacent to the Leased Real Property. (d) No Government Entity has threatened (in a written notice to the Company or demands its Affiliate) to issue, or issued, any Order (that remains pending or threatened by any party against in effect), that adversely affects the use or operation of the Leased Real Property which, if valid, would create inProperty, or confer onrequires any material repairs, any party other than the Companyalterations, any rightadditions or improvements thereto. There is no pending, title or interest in or to the Company’s Knowledge, threatened, Legal Proceeding concerning the Leased Real Property or any portion thereof. None of the buildingsReal Property Lease, structures including any appropriation, condemnation, eminent domain or improvements described on SCHEDULE 2.12, or the operation or maintenance thereof as now operated or maintained, contravenes any zoning ordinance or other administrative regulation or violates any restrictive covenant or any provision of law, the effect of which would materially interfere with or prevent their continued use for the purposes for which they are now being used or would adversely affect the value thereof or the interest of the Company therein. The Stockholder has furnished to LandCARE a true and correct copy of all owner's policies of title insurance and surveys pertaining like proceedings relating to the real property owned by the CompanyLeased Real Property.

Real Property. SCHEDULE 2.12 (a) Section 3.11(a) of the Company Disclosure Schedule includes a true and complete list of all real property owned leases or leased by the Company at the date hereof (the "Real Property"), and all other real property, if any, subleases used by the Company in the conduct of its business. True, complete and correct copies of all leases and agreements with respect to Real Property leased by the any Group Company have been delivered to LandCARE, and an indication as or to which such properties, if any, are currently owned, or were formerly owned, by the Stockholder or any affiliates of the Company or any Group Company is a party as lessee (the Stockholder is included in SCHEDULE 2.12. All leases relating to “Real Property Leases,” and the properties leased by thereunder, the Company from the Stockholder or any affiliate of the Stockholder has been terminated. Except as set forth on SCHEDULE 2.12, all of such leases included on SCHEDULE 2.12 are in full force and effect and constitute valid and binding agreements of the parties “Leased Real Property”). (and their successorsb) thereto in accordance with their respective terms. There are no leases, tenancy agreements, easements, covenants, restrictions or any other instruments, agreements or arrangements which create in or confer on any partyNo Group Company, other than the CompanyCompany and Lookingglass Cyber Solutions Europe s.r.o. (“LGCS Europe”), leases any real property. The Company and the right other Group Companies do not currently own, and have never owned, any real property. (c) The Company and LGCS Europe have a good and valid leasehold interest in and to occupy or possess all or any portion of the Leased Real Property, and each Real Property Lease is valid, binding and enforceable against the Company and LGCS Europe (as applicable), subject to the Enforceability Exceptions. Other than the Real Property Leases, there are no agreements or create in arrangements whatsoever relating to the Company’s or confer on any such Group Company’s use or occupancy of any of the Leased Real Property. As of the date of this Agreement, there are no amounts due or owning pursuant to any expired or terminated leases that the Company or any Group Company were a party any right, title to. (d) All material covenants to be performed or interest in or to observed under the Real Property Leases by the Company or any portion thereof Group Company, have been duly performed and observed in all material respects and no waiver, indulgence or postponement of any of the Company’s or other Group Company’s obligations, as lessee, has been granted by any owner or lessor of the Leased Real Property. (e) No party to any Real Property Lease has received any written notice from the landlord or lessor to any Real Property Lease of the termination or proposed termination thereof. (f) Neither the Company nor any Group Company has transferred, mortgaged or assigned any interest therein; in any of the Leased Real Property or the Real Property Leases. There is no party other than pending or, to the Company occupies Knowledge of the Company, threatened condemnation or possesses the similar proceeding affecting any Leased Real Property or any portion thereof; there is legal and adequate ingress and egress between each tract of . (g) The Leased Real Property is in good operating condition and an adjacent repair and is suitable for the conduct of business as presently conducted therein and, to the Knowledge of the Company, no casualty has occurred at the Leased Property. (or, if none, h) Neither the closestCompany nor any Group Company is in default under any Real Property Lease. (i) public roadway; There are no amounts due under the Real Property is properly zoned in order to allow its current use in Leases that remain unpaid. (j) Except as listed on Section 3.11(j) of the Company's businesses; and Company Disclosure Schedule, there are no claims security deposits or demands pending or threatened by any party against the Real Property which, if valid, would create in, or confer on, any party other than the Company, any right, title or interest in or letters of credit related to the Real Property or any portion thereofLeases. None of the buildingsforegoing security deposits or letters of credit have been used, structures or improvements described on SCHEDULE 2.12applied, or the operation or maintenance thereof as now operated or maintained, contravenes any zoning ordinance or other administrative regulation or violates any restrictive covenant or any provision of law, the effect of which would materially interfere with or prevent their continued use for the purposes for which they are now being used or would adversely affect the value thereof or the interest of the Company therein. The Stockholder has furnished to LandCARE a true and correct copy of all owner's policies of title insurance and surveys pertaining to the real property owned retained by the Companyapplicable landlord or lessor.

Real Property. SCHEDULE 2.12 includes (a) Neither the Company nor any Subsidiary owns and each has never owned any real property. Set forth on Schedule 2.10 of the Company Disclosure Schedules is a list of all real property owned every lease or leased by the Company at the date hereof agreement (the "“Real Property"Property Leases”), and all other real propertysetting forth, if anyin each case, used by the Company in name of the conduct of its business. Truelandlord, complete and correct copies of all leases and agreements with respect to Real Property leased by the Company have been delivered to LandCAREexpiration date, and an indication as to the address of the property covered, under which such properties, if any, are currently owned, or were formerly owned, by the Stockholder or any affiliates of the Company or any Subsidiary is lessee of, or holds or operates, any real estate owned by any third party (the Stockholder is included in SCHEDULE 2.12“Leased Real Property”). All leases relating to Each of the Real Property leased by the Company from the Stockholder or any affiliate of the Stockholder has been terminated. Except as set forth on SCHEDULE 2.12, all of such leases included on SCHEDULE 2.12 are Leases is in full force and effect and constitute constitutes a legal, valid and binding agreements obligation of the parties thereto except as may be limited by bankruptcy, insolvency or other laws affecting generally the enforceability of creditors’ rights and remedies and by limitations on the availability of equitable remedies. The Company is not, and no Subsidiary is, in material breach of or default under any Real Property Leases nor, to the Company’s knowledge, is any other party to any Real Property Leases in material breach of or default thereunder; and, to the Company’s knowledge, no event has occurred, which constitutes, or with lapse of time or giving of notice or both would constitute, a breach of or default by any other party to any such lease or agreement or a basis for termination thereunder. The Company or a Subsidiary has a valid leasehold interest in and enjoys peaceful and undisturbed possession (consistent with historical use) of, all Leased Real Property in each case free and their successors) thereto in accordance with their respective termsclear of all Liens (other than Permitted Liens). There are no leases, tenancy subleases, licenses, occupancy agreements, easementsoptions, covenants, restrictions rights concessions or any other instruments, agreements or arrangements to which create in the Company or confer on any Subsidiary is a party, other than granting to any person or entity the right to use or occupy any of the Leased Real Property. The Company has delivered or made available to the Purchaser true, correct and complete copies of all Real Property Leases and amendments thereto. (b) All improvements owned, leased or used by the Company or any Subsidiary on the Leased Real Property are in good and usable condition and repair (normal wear and tear excepted), to the Company’s knowledge, such improvements are free from structural defects and the Leased Real Property is sufficiently supplied with utilities necessary for the operation of the Business. There are no pending or, to the knowledge of the Company, the threatened, condemnation or eminent domain proceedings with respect to any Leased Real Property. The Company has no option or right to occupy or possess all purchase any of the Leased Real Property, or any part thereof, or any of the fixtures and equipment thereon. To the Company’s knowledge, all buildings, driveways and other improvements on the Leased Real Properties are within its boundary lines, and no improvements on adjoining properties extend across the boundary lines onto any of the Leased Real Property. To the Company’s knowledge, the foundation, floor and roof of the buildings and all other structural and mechanical components of the portion of the Leased Real Property or create in or confer on any such party any right, title or interest in or to the Real Property or any portion thereof or any interest therein; no party other than Properties used by the Company occupies or possesses the Real Property a Subsidiary are sound and free of any material structural, mechanical or any portion thereof; there is legal and adequate ingress and egress between each tract of Real Property and an adjacent (or, if none, the closest) public roadway; the Real Property is properly zoned in order to allow its current use in other defect. To the Company's businesses; and ’s knowledge, there are no claims or demands pending or threatened by governmental assessments made against any party against the Real Property which, if valid, would create in, or confer on, any party other than the Company, any right, title or interest in or to the Real Property or any portion thereof. None of the buildings, structures Leased Real Properties which are unpaid (except for real estate taxes not yet due or improvements described on SCHEDULE 2.12, or the operation or maintenance thereof as now operated or maintained, contravenes any zoning ordinance or other administrative regulation or violates any restrictive covenant or any provision of law, the effect of which would materially interfere with or prevent their continued use for the purposes for which they are now being used or would adversely affect the value thereof or the interest of the Company therein. The Stockholder has furnished to LandCARE a true and correct copy of all owner's policies of title insurance and surveys pertaining to the real property owned by the Companypayable).

Real Property. SCHEDULE 2.12 includes a list (a) Section 20 of the Company Disclosure Letter sets forth and describes all real property owned owned, leased, subleased, licensed to or leased otherwise used or occupied by the Company at the date hereof or any of its Subsidiaries (the "“Company Real Property"”), and all other real property, if any, used by the Company in the conduct of its business. True, complete and correct copies of all leases and agreements including with respect to each parcel of Company Real Property: (i) the street address or legal description; (ii) whether the Company Real Property is leased by or owned; (iii) the name of the landlord, sublandlord, licensor or grantor, as applicable; and (iv) all leases, subleases, licenses, occupancy agreements and other similar agreements (collectively, the “Company have been delivered Leases”). The Company or one of its Subsidiaries, as applicable, has good and marketable fee simple titled to LandCAREall owned Company Real Property and good and valid leasehold interest in all leased Company Real Property. (b) All Company Real Property (including leasehold interests) is free and clear of all Liens, except for Permitted Liens. (c) The Data Room contains correct and an indication as to which such propertiescomplete copies, or, if anyoral, are currently owneda reasonably complete and accurate written description, or were formerly owned, by the Stockholder or any affiliates of each of the Company or the Stockholder Leases. Each Company Lease is included in SCHEDULE 2.12. All leases relating to Real Property leased by the Company from the Stockholder or any affiliate of the Stockholder has been terminated. Except as set forth on SCHEDULE 2.12legal, all of such leases included on SCHEDULE 2.12 are valid, binding, enforceable and in full force and effect and constitute valid and binding agreements with respect to the Company or one of its Subsidiaries, as applicable, and, to the Company’s knowledge, with respect to each of the other parties (and their successors) thereto thereto. Neither the Company nor any of its Subsidiaries is in accordance with their respective terms. There default in any material respect under any Company Lease, and, to the knowledge of the Company, there are no leasesfacts or circumstances currently existing which, tenancy agreementsif known by the other party or parties to a Company Lease, easementswith our without the giving of notice, covenantspassage of time or both, restrictions would constitute a default by the Company or any of its Subsidiaries under any Company Lease. To the knowledge of the Company, no other instrumentsparty to any Company Lease is in default under any Company Lease. (d) With respect to each parcel of Company Real Property: (i) the Company or one of its Subsidiaries is now in possession of the Company Real Property; (ii) neither the Company nor any of its Subsidiaries has received written notice that any condemnation, agreements eminent domain, expropriation or arrangements which create in re-zoning action or confer proceeding against the Company Real Property is pending or threatened; (iii) neither the Company nor any of its Subsidiaries has received written notice that any material alteration, repair, improvement or other work with respect to any Company Real Property is required to be completed; (iv) there are no subleases, licenses, or other third party use or occupancy rights with respect to the Company Real Property, except where such rights are a recorded encumbrance on title; and (v) there are no outstanding material amounts payable by the Company or any partyof its Subsidiaries with respect to any Company Lease, other than the Company, the right to occupy or possess all or any portion of the Real Property or create in or confer on any such party any right, title or interest in or to the Real Property or any portion thereof or any interest therein; no party other than the Company occupies or possesses the Real Property or any portion thereof; there is legal rental payments that are not past-due and adequate ingress and egress between each tract of Real Property and an adjacent (or, if none, the closest) public roadway; the Real Property is properly zoned in order to allow its current use expressly set forth in the Company's businesses; and there are no claims or demands pending or threatened by any party against applicable Company Lease (subject to ordinary course rental adjustments that may have taken place from time to time, as contemplated in the Real Property which, if valid, would create in, or confer on, any party other than the Company, any right, title or interest in or to the Real Property or any portion thereof. None applicable Company Lease). (e) All of the buildings, structures or and improvements described located on SCHEDULE 2.12the Company Real Property are, or the operation or maintenance thereof taken as now operated or maintaineda whole, contravenes any zoning ordinance or other administrative regulation or violates any restrictive covenant or any provision of law, the effect of which would materially interfere with or prevent their continued use suitable for the purposes for which they are now being currently used or would adversely affect with respect to the value thereof or the interest business of the Company thereinand its Subsidiaries and in good operating condition and repair, reasonable wear and tear excepted, and no material repairs or replacements are necessary. The Stockholder has furnished to LandCARE a true and correct copy Company Real Property constitutes all real property currently used by the Company or any of all owner's policies of title insurance and surveys pertaining its Subsidiaries with respect to the real property business of the Company and its Subsidiaries. (f) The Company and its Subsidiaries have complied in all material respects with all of their respective obligations under any Permitted Liens in respect of the Company Real Property and the buildings located on the Company Real Property are located wholly within the boundaries of the applicable Company Real Property and, to the knowledge of the Company, there are no improvements on any adjoining lands not owned by the Company or its Subsidiaries that encroach onto the owned Company Real Property. (g) Neither the Company nor any of its Subsidiaries has entered into, nor to the Company’s knowledge are there, any agreements, options, contracts or commitments to sell, transfer or otherwise dispose of any owned Company Real Property or which would restrict the ability of the Company or its applicable Subsidiary to directly or indirectly transfer its legal and/or beneficial interest in and to the whole part or any part of any of the owned Company Real Property.

Real Property. SCHEDULE 2.12 includes (i) The Seller has provided to the Purchaser, in writing, (A) a list of all real property owned or leased by the Company at the date hereof Corporation and its Subsidiaries (the "“Owned Real Property"”) and (B) a list of all real property leased or subleased by the Corporation and its Subsidiaries, as tenant (the “Leased Real Property” and, together with the Owned Real Property, the “Real Property”), and in each case that is material to the operation of their respective businesses as currently conducted or that is material to the Corporation. The Real Property constitutes all other of the real propertyproperty owned, if any, used leased or occupied by the Company in Corporation and its Subsidiaries which is material to the conduct operation of its business. True, complete and correct copies of all leases and agreements with their respective businesses as currently conducted or that is material to the Corporation. (ii) With respect to the Leased Real Property leased by Property: (A) there are no Leases granting to any Person other than the Company have been delivered Corporation or its Subsidiaries, as applicable, any rights to LandCARE, and an indication as to which such properties, if any, are currently owned, or were formerly owned, by the Stockholder or any affiliates use a material portion of the Company or the Stockholder Leased Real Property; (B) each material Lease is included in SCHEDULE 2.12. All leases relating to Real Property leased by the Company from the Stockholder or any affiliate of the Stockholder has been terminated. Except as set forth on SCHEDULE 2.12legal, all of such leases included on SCHEDULE 2.12 are valid, binding, enforceable and in full force and effect against the Corporation or its Subsidiary party thereto; and (C) all rent and constitute valid other sums and binding agreements charges payable by the Corporation or each of its Subsidiaries, as the case may be, as tenant under each Lease are current, no material notice of default or termination under any such Lease is outstanding, no termination event or condition or uncured default on the part of the parties (and their successors) thereto in accordance with their respective terms. There are no leases, tenancy agreements, easements, covenants, restrictions Corporation or any other instrumentsof its Subsidiaries, agreements or arrangements which create in or confer on any partyas the case may be, other than the Company, the right to occupy or possess all or any portion of the Real Property or create in or confer on any such party any right, title or interest in or to the Real Property or any portion thereof or any interest therein; no party other than knowledge of the Company occupies or possesses Seller and the Real Property or any portion thereof; there is legal and adequate ingress and egress between each tract of Real Property and an adjacent (or, if noneCorporation, the closest) public roadway; the Real Property is properly zoned in order to allow its current use in the Company's businesses; landlord, exists under any Lease, and there are no claims or demands pending or threatened by any party against the Real Property event has occurred and no condition exists which, if validwith the giving of notice or the lapse of time or both, would create inconstitute such a default or termination event or condition, or confer on, any party other than in each case except as would not have a Material Adverse Effect on the Company, any right, title or interest in or to the Real Property or any portion thereof. None of the buildings, structures or improvements described on SCHEDULE 2.12, or the operation or maintenance thereof as now operated or maintained, contravenes any zoning ordinance or other administrative regulation or violates any restrictive covenant or any provision of law, the effect of which would materially interfere with or prevent their continued use for the purposes for which they are now being used or would adversely affect the value thereof or the interest of the Company therein. The Stockholder has furnished to LandCARE a true and correct copy of all owner's policies of title insurance and surveys pertaining to the real property owned by the CompanyCorporation.

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

Real Property. SCHEDULE 2.12 includes (a) Schedule 3.16(a) sets forth a list complete and accurate description of all real property owned leased or leased otherwise occupied by the Company at the date hereof (the "“Leased Real Property"”), specifying the street address, the current lessor/owner and all other real property, if any, used by the lessee and current use of each parcel of Leased Real Property. The Company in the conduct of its business. True, has made available to Parent complete and correct accurate copies of all leases to which the Company is a party, including any subleases, licenses, concessions and other agreements (whether written or oral), including all amendments, extensions renewals, guaranties and other agreements, with respect to thereto. To the Knowledge of the Company, each lease of a parcel of Leased Real Property leased by constitutes the Company have been delivered to LandCAREvalid, binding and an indication as to which such properties, if any, are currently owned, or were formerly owned, by the Stockholder or any affiliates enforceable obligation of the Company or the Stockholder and is included in SCHEDULE 2.12. All leases relating to Real Property leased by the Company from the Stockholder or any affiliate of the Stockholder has been terminated. Except as set forth on SCHEDULE 2.12, all of such leases included on SCHEDULE 2.12 are in full force and effect and constitute valid and binding agreements of the parties (and their successors) thereto in accordance with their respective its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws relating to or affecting creditors’ rights generally or general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). There are no leases, tenancy agreements, easements, covenants, restrictions or any other instruments, agreements or arrangements which create in or confer on any party, other than Neither the Company, nor, to the right Knowledge of the Company, any other party is in breach of or in violation or default under any lease or other Contract relating to occupy the Leased Real Property, and, to the Knowledge of the Company, no event has occurred which, with or possess without notice or lapse of time or both, would result in a breach, violation or default of any such Contract. The Company has not received any notice in writing from, or given any notice to, any other party indicating that the Company, or such other applicable party, is in breach, violation or default under any such Contract. The Company has exclusive possession of the Leased Real Property. Neither the whole nor any material portion of the Leased Real Property has been damaged or destroyed by fire or other casualty which has not been repaired and restored in all material respects. All buildings, structures, improvements and fixtures constituting all or any portion of the Leased Real Property or create are in or confer on any such party any right, title or interest in or to the sufficiently good operating condition and repair. (b) The Leased Real Property or any portion thereof or any interest therein; no party other than the Company occupies or possesses the Real Property or any portion thereof; there is legal and adequate ingress and egress between each tract constitutes all of Real Property and an adjacent (or, if none, the closest) public roadway; the Real Property is properly zoned in order to allow its current use in the Company's businesses; and there are no claims or demands pending or threatened by any party against the Real Property which, if valid, would create in, or confer on, any party other than the Company, any right, title or interest in or to the Real Property or any portion thereof. None of the buildings, structures or improvements described on SCHEDULE 2.12, or the operation or maintenance thereof as now operated or maintained, contravenes any zoning ordinance or other administrative regulation or violates any restrictive covenant or any provision of law, the effect of which would materially interfere with or prevent their continued use for the purposes for which they are now being used or would adversely affect the value thereof or the interest of the Company therein. The Stockholder has furnished to LandCARE a true and correct copy of all owner's policies of title insurance and surveys pertaining to the real property rights currently owned by and leased, or occupied in connection with the conduct of the business of the Company. (c) The Company does not own any real property.

Real Property. SCHEDULE 2.12 includes a list of (a) Schedule 5.14(a) lists all real property owned and all interests in real property, in each case that is leased, licensed or leased occupied by the Company at the date hereof (the "Real Property"), and all other real property, if any, used by the Company in the conduct or any of its business. True, complete and correct copies of all leases and agreements with respect to Real Property leased by the Company have been delivered to LandCARE, and an indication as to which such properties, if any, are currently owned, Subsidiaries or were formerly owned, by the Stockholder or any affiliates of that the Company or any Subsidiary has the Stockholder is included right to occupy, now or in SCHEDULE 2.12. All leases relating to the future (each, whether written or oral, being a “Real Estate Lease” and any real property leased or occupied under a Real Property leased by Estate Lease being “Leased Real Property”). Neither the Company, nor any Subsidiary owns, or has ever owned, any real property. (b) Neither the Company from nor any of its Subsidiaries has granted any assignment, sublease, license, concession or other occupancy or right of use agreements to any third party in connection with the Stockholder or any affiliate Real Estate Leases, except as expressly set forth in the Real Estate Leases. (c) Each of the Stockholder has been terminated. Except as set forth on SCHEDULE 2.12, all of such leases included on SCHEDULE 2.12 Real Estate Leases are in full force and effect and constitute valid and binding agreements of the parties (and their successors) thereto in accordance with their its respective terms. There are no leasesterms and the Company or one of its Subsidiaries, tenancy agreementsas applicable, easements, covenants, restrictions or any other instruments, agreements or arrangements which create in or confer on any party, other than is the Company, the right to occupy or possess all or any portion holder of the licensee’s, occupant’s, lessee’s or tenant’s interest thereunder. Neither the Company nor any of its Subsidiaries is in Default or otherwise in breach under any Real Property or create in or confer on any such party any rightEstate Lease and, title or interest in to Company’s Knowledge or to the Real Property Knowledge of any Seller, no other party is in Default or any portion thereof or any interest therein; no party other than the Company occupies or possesses the Real Property or any portion otherwise in breach thereof; there is legal and adequate ingress and egress between each tract of Real Property and an adjacent (or, if none, the closest) public roadway; the . The Leased Real Property is properly zoned currently serviced by sufficient utilities to operate the Business as currently conducted thereon. The Company or applicable Subsidiary that is the tenant under each Real Property Lease is in order occupancy of its applicable Leased Real Property pursuant to allow the terms of its current use Real Estate Lease and, to the extent that a landlord has given a covenant of quiet enjoyment under a Real Estate Lease in favor of the Company or one of its Subsidiaries, no such landlord is in violation of its covenant of quiet enjoyment in any material respect. The Company and each of its Subsidiaries has peaceful and undisturbed possession under the Real Estate Leases to which the Company or such of its Subsidiaries is a party. No casualty events have occurred in the Company's businesses; past twenty-four (24) months and there are no claims or demands pending or threatened by any party against or, to the Real Property which, if valid, would create in, or confer on, any party other than Knowledge of the Company, any rightthreatened condemnation proceedings, title lawsuits or interest in or administrative actions relating to the Leased Real Property or any portion thereofProperty. None of the buildingsSellers have made available to Purchaser a true, structures or improvements described on SCHEDULE 2.12, or the operation or maintenance thereof as now operated or maintained, contravenes any zoning ordinance or other administrative regulation or violates any restrictive covenant or any provision of law, the effect of which would materially interfere with or prevent their continued use for the purposes for which they are now being used or would adversely affect the value thereof or the interest of the Company therein. The Stockholder has furnished to LandCARE a true correct and correct complete copy of all owner's policies of title insurance and surveys pertaining to the real property owned by the Companyeach Real Estate Lease.

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

Real Property. SCHEDULE 2.12 includes None of the Companies owns or has ever owned any real property. Schedule 6.12 sets forth a list of all real property owned and interests in real property that are leased or leased by subleased to the Company at the date hereof Companies (the "“Leased Real Property"”). Except as otherwise set forth on Schedule 6.12, with respect to the Leased Real Property: (a) each lease or sublease of Leased Real Property and all any assignment thereof pursuant to which any of the Companies leases any Leased Real Property (each, a “Realty Lease”) is a valid and binding obligation of the applicable Company, enforceable against such Company, as the case may be, in accordance with its terms (except as enforceability may be limited by bankruptcy, insolvency, moratorium, fraudulent conveyance and other real propertysimilar Laws affecting creditors’ rights generally and by general principles of equity); (b) none of the Companies nor, if anyto the Knowledge of Sellers, used any other party to any Realty Lease, is in material breach or default under such Realty Lease beyond any applicable cure period, except for such defaults and events as to which requisite waivers or consents have been obtained; (c) no Realty Lease requires the consent of any landlord or sublandlord as a result of the transactions contemplated by the Company in the conduct of its business. Truethis Agreement; (d) Sellers have caused to be delivered to Purchaser true, complete and correct copies of all leases the Realty Leases; (e) none of the Companies is a sublessor or grantor under any written sublease or other written instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any Leased Real Property; (f) the use and agreements with respect to operation of the Leased Real Property in the conduct of the Companies’ businesses do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement relating to the Leased Real Property; and (g) no material improvements made by any of the Companies, nor to the Knowledge of Sellers, no material improvements made by any other Person, in each case, constituting a part of the Leased Real Property encroach on real property owned or leased by the Company have been delivered to LandCARE, and an indication as to which such properties, if any, are currently owned, or were formerly owned, by the Stockholder or any affiliates of the Company or the Stockholder is included in SCHEDULE 2.12. All leases relating to Real Property leased by the Company from the Stockholder or any affiliate of the Stockholder has been terminated. Except as set forth on SCHEDULE 2.12, all of such leases included on SCHEDULE 2.12 are in full force and effect and constitute valid and binding agreements of the parties (and their successors) thereto in accordance with their respective terms. There are no leases, tenancy agreements, easements, covenants, restrictions or any other instruments, agreements or arrangements which create in or confer on any party, a Person other than the Company, the right to occupy or possess all or any portion of the Real Property or create in or confer on any such party any right, title or interest in or to the Real Property or any portion thereof or any interest therein; no party other than the Company occupies or possesses the Real Property or any portion thereof; there is legal and adequate ingress and egress between each tract of Real Property and an adjacent (or, if none, the closest) public roadway; the Real Property is properly zoned in order to allow its current use in the Company's businesses; and there are no claims or demands pending or threatened by any party against the Real Property which, if valid, would create in, or confer on, any party other than the Company, any right, title or interest in or to the Real Property or any portion thereof. None of the buildings, structures or improvements described on SCHEDULE 2.12, or the operation or maintenance thereof as now operated or maintained, contravenes any zoning ordinance or other administrative regulation or violates any restrictive covenant or any provision of law, the effect of which would materially interfere with or prevent their continued use for the purposes for which they are now being used or would adversely affect the value thereof or the interest of the Company therein. The Stockholder has furnished to LandCARE a true and correct copy of all owner's policies of title insurance and surveys pertaining to the real property owned by the CompanyCompanies.

Real Property. SCHEDULE 2.12 includes The Company and its Subsidiaries do not own (and have never owned) fee simple title to any real property. Schedule 3.12 of the Disclosure Schedules contains a complete and correct list of all real property owned leased, subleased or leased licensed by the Company at and its Subsidiaries or with respect to which the date hereof Company and its Subsidiaries have the right to use, occupy or access pursuant to real property agreements, including easements, rights of way, railway agreements or other similar real property agreements (the "“Leased Real Property"”), and all other real property, if any, used by the Company in the conduct of its business. True, complete and correct copies of all leases and agreements with respect to Real Property leased by the Company have been delivered to LandCARE, and an indication as pursuant to which such propertiesLeased Real Property is leased, if any, are currently owned, subleased or were formerly owned, by licensed (the Stockholder or any affiliates of “Leases”). Neither the Company nor its Subsidiaries (i) has leased, subleased, licensed or the Stockholder is included in SCHEDULE 2.12. All leases relating otherwise granted to Real Property leased by the Company from the Stockholder or any affiliate of the Stockholder has been terminated. Except as set forth on SCHEDULE 2.12, all of such leases included on SCHEDULE 2.12 are in full force and effect and constitute valid and binding agreements of the parties (and their successors) thereto in accordance with their respective terms. There are no leases, tenancy agreements, easements, covenants, restrictions or any other instruments, agreements or arrangements which create in or confer on any party, other than the Company, Person the right to use or occupy or possess all or any portion of the Real Property or create in or confer on any such party any right, title or interest in or to the Leased Real Property or any portion thereof and (ii) is a party to any agreement, right of first offer, right of first refusal or option with respect to the purchase or sale of any real property or interest therein; . To the Company’s Knowledge, there are no party other than facts, circumstances or conditions that would permit any Person under such Lease to modify or accelerate rent under such Lease. No rentals are past due and neither the Company occupies nor any of its Subsidiaries owes any brokerage commissions or possesses finder’s fees with respect to such Lease. The Closing will not affect the Real Property enforceability of the Leases against any Person. Neither the Company nor any of its Subsidiaries is a sublessor or grantor under any portion thereof; there is legal and adequate ingress and egress between each tract sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any Leased Real Property and an adjacent (or, if none, none of the closest) public roadway; the Leased Real Property is properly zoned in order subject to allow its current use in the Company's businesses; and there are no claims any license, sublease or demands pending or threatened by sub-tenancy of any party against the Real Property which, if valid, would create in, or confer on, any party other than the Company, any right, title or interest in or to the Real Property or any portion thereof. None of the buildings, structures or improvements described on SCHEDULE 2.12, or the operation or maintenance thereof as now operated or maintained, contravenes any zoning ordinance or other administrative regulation or violates any restrictive covenant or any provision of law, the effect of which would materially interfere with or prevent their continued use for the purposes for which they are now being used or would adversely affect the value thereof or the interest of the Company therein. The Stockholder has furnished to LandCARE a true and correct copy of all owner's policies of title insurance and surveys pertaining to the real property owned by the Companykind.

Real Property. SCHEDULE 2.12 includes Neither Company owns (or has owned) any real property. Section 3.12 of the Disclosure Schedule sets forth a complete list of all Leases. The real property owned or leased by subject to the Company at Leases constitutes all of the date hereof (the "Real Property")real property interests which are leased, and all other real property, if anylicensed, used or occupied (or that have ever been leased, licensed, used or occupied) in whole or in part by the either Company in the conduct of connection with its business. TrueEach Lease is valid, binding and enforceable against the Company that is a party thereto in accordance with its terms, except that such enforcement may be subject to (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other Laws, now or hereafter in effect, relating to or limiting creditors’ rights generally, and (ii) general principles of equity. To the Knowledge of the Companies, no event has occurred that (with or without the passage of time or giving of notice) would constitute a material breach or default of, or permit termination, modification, acceleration or cancellation of, any Lease or of any material right or liability under any Lease. Neither Company is in material breach of any Lease, and, to the Knowledge of the Companies, none of the other parties to any Lease is in material breach thereof. The Companies have provided to Purchaser true, complete and correct copies of all leases and each of the Leases. Neither Company has executed or given any estoppel certificates or similar instruments to any mortgagee or other third party that would preclude assertion of any claim by the tenant under any Lease, affect any of the tenant’s rights or obligations under such Lease or otherwise be binding upon any successor to such Company’s position under such Lease. Neither Company has contested, or is currently contesting, any operating costs, real estate taxes or assessments or other charges payable by the tenant under any Lease. Except for the Leases, there are no leases, subleases or occupancy agreements in effect with respect to Real Property leased the real property affected by the Company have been delivered to LandCARE, and an indication as to which such properties, if any, are currently owned, or were formerly owned, by the Stockholder or any affiliates of the Company or the Stockholder is included in SCHEDULE 2.12. All leases relating to Real Property leased by the Company from the Stockholder or any affiliate of the Stockholder has been terminated. Except as set forth on SCHEDULE 2.12, all of such leases included on SCHEDULE 2.12 are in full force and effect and constitute valid and binding agreements of the parties (and their successors) thereto in accordance with their respective termsLeases. There are no leasespending or, tenancy agreements, easements, covenants, restrictions or any other instruments, agreements or arrangements which create in or confer on any party, other than to the Company, the right to occupy or possess all or any portion Knowledge of the Real Property Companies, threatened or create in contemplated actions or confer on any such party any right, title or interest in or to the Real Property or any portion thereof or any interest therein; no party other than the Company occupies or possesses the Real Property or any portion thereof; there is legal and adequate ingress and egress between each tract of Real Property and an adjacent (or, if none, the closest) public roadway; the Real Property is properly zoned in order to allow its current use in the Company's businesses; and there are no claims or demands pending or threatened by any party against the Real Property which, if valid, would create in, or confer on, any party other than the Company, any right, title or interest in or to the Real Property or any portion thereof. None of the buildings, structures or improvements described on SCHEDULE 2.12, or the operation or maintenance thereof as now operated or maintained, contravenes any zoning ordinance proceedings regarding condemnation or other administrative regulation eminent domain actions or violates any restrictive covenant or any provision of law, the effect of which would materially interfere with or prevent their continued use for the purposes for which they are now being used or would adversely affect the value thereof or the interest of the Company therein. The Stockholder has furnished to LandCARE a true and correct copy of all owner's policies of title insurance and surveys pertaining to proceedings affecting the real property owned covered by the Companyany Lease or any part thereof, or of any sale or other disposition of such real property or any part thereof in lieu of condemnation.

Real Property. SCHEDULE 2.12 includes The Company and the Company Subsidiaries do not own any real property. Schedule 5.17 contains a complete and accurate list of all real property previously owned by the Company or any Company Subsidiary since January 17, 2007. The Company and the Company Subsidiaries, as applicable, have valid leasehold interests in the real property specified on Schedule 5.17 under the heading “Leased Properties” (the “Real Property”). Schedule 5.17 contains a complete and accurate list as of the date hereof of all Real Property leased by the Company and the Company Subsidiaries as lessee, including all subleases and other arrangements relating to the use or occupancy of the Real Property by the Company and the Company Subsidiaries (collectively, the “Leases”). Schedule 5.17 contains a complete and accurate list as of the date hereof of all Leases (and copies thereof have been delivered to the Buyer), as the same may have been amended, supplemented or otherwise modified from time to time. With respect to each Lease, neither the Company, any Company Subsidiary nor, to the knowledge of the Company, any other party to any such Lease is in material breach thereof or default thereunder and there does not exist under any thereof any event which, with the giving of notice or the lapse of time, would constitute such a material breach or default by the Company, any Company Subsidiary or, to the knowledge of the Company, any other party. All of the Leases are, to the knowledge of the Company, in full force and effect. Except as disclosed on Schedule 5.17, neither the Company nor any Company Subsidiary is a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any of the Real Property. To the knowledge of the Company, no material improvements constituting a part of the Real Property encroach on real property owned or leased by the Company at the date hereof (the "Real Property"), and all a Person other real property, if any, used by the Company in the conduct of its business. True, complete and correct copies of all leases and agreements with respect to Real Property leased by the Company have been delivered to LandCARE, and an indication as to which such properties, if any, are currently owned, or were formerly owned, by the Stockholder or any affiliates of than the Company or the Stockholder is included in SCHEDULE 2.12. All leases relating to Real Property leased by the any Company from the Stockholder or any affiliate of the Stockholder has been terminated. Except as set forth on SCHEDULE 2.12, all of such leases included on SCHEDULE 2.12 are in full force and effect and constitute valid and binding agreements of the parties (and their successors) thereto in accordance with their respective termsSubsidiary. There are no leasesclaims, tenancy agreementsactions or legal proceedings pending nor, easements, covenants, restrictions or any other instruments, agreements or arrangements which create in or confer on any party, other than to the knowledge of the Company, the right to occupy threatened against or possess all or any portion of the Real Property or create in or confer on any such party any right, title or interest in or to affecting the Real Property or any portion thereof or any interest therein; no party other than the Company occupies or possesses the Real Property or any portion thereof; there is legal and adequate ingress and egress between each tract of Real Property and an adjacent (or, if none, the closest) public roadway; the Real Property is properly zoned in order to allow its current use therein in the Company's businesses; and there are no claims nature or demands pending in lieu of condemnation or threatened by any party against the Real Property which, if valid, would create in, or confer on, any party other than the Company, any right, title or interest in or to the Real Property or any portion thereof. None of the buildings, structures or improvements described on SCHEDULE 2.12, or the operation or maintenance thereof as now operated or maintained, contravenes any zoning ordinance or other administrative regulation or violates any restrictive covenant or any provision of law, the effect of which would materially interfere with or prevent their continued use for the purposes for which they are now being used or would adversely affect the value thereof or the interest of the Company therein. The Stockholder has furnished to LandCARE a true and correct copy of all owner's policies of title insurance and surveys pertaining to the real property owned by the Companyeminent domain proceedings.

Real Property. SCHEDULE 2.12 includes a list (a) Schedule 3.12(a) of the Company Disclosure Schedule lists all real property currently owned or leased by the Company at the date hereof Company, (the "“Real Property"”). The Company is not a party to any agreement or option to purchase any real property or interest therein relating to, or intended to be used in the operation of, the Company. The Company does not lease any real property as lessee. (b) Schedule 3.12(b) of the Company Disclosure Schedule (the “Real Property Leases”) lists the Real Property that the Company leases as lessor. The Company has made available to the Purchaser a true and complete copy of each Real Property Lease (including all amendments, extensions, renewals, guaranties, and all other real property, if any, used by the Company in the conduct of its business. True, complete and correct copies of all leases and agreements with respect to thereto) and (A) each such Real Property leased by the Company have been delivered to LandCARELease is legal, valid, binding, enforceable, and an indication as to which such properties, if any, are currently owned, or were formerly owned, by the Stockholder or any affiliates of the Company or the Stockholder is included in SCHEDULE 2.12. All leases relating to Real Property leased by the Company from the Stockholder or any affiliate of the Stockholder has been terminated. Except as set forth on SCHEDULE 2.12, all of such leases included on SCHEDULE 2.12 are in full force and effect and constitute valid and binding agreements effect, (B) the consummation of the parties (and their successors) thereto in accordance with their respective terms. There are no leases, tenancy agreements, easements, covenants, restrictions or Contemplated Transactions do not require the consent of any other instrumentsparty to any such Real Property Lease and will not result in a breach of or a default under any such Real Property Lease, agreements or arrangements which create in or confer on any partyand (C) neither the Company nor, other than to the Knowledge of the Company, the right any other party to occupy or possess all or any portion of the Real Property Lease is in breach or create in or confer on default under any such party Real Property Lease, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time, or both, would constitute such a breach or default, or permit the termination, modification, or acceleration of rent under any rightsuch Real Property Lease. (c) To the Knowledge of the Company, title no condemnation or interest eminent domain proceedings that affect any Real Property exist. As of the date of this Agreement, the Real Property constitutes all the real property used in the business of the Company. (d) To the Knowledge of the Company, all buildings, structures, improvements, fixtures, building systems, sewers (if any currently exist), water lines, private roadways, rail sidings, fences, gates, towers, bridges and similar infrastructure which are not owned by a municipal or other public utility or other Governmental Entity (collectively, “Infrastructure”) on, in, under or appurtenant to the Real Property or any portion thereof or any interest therein; no party other than otherwise used in connection with operation of the Company occupies or possesses Business at the Real Property or any portion thereof; there is legal as conducted by the Company prior to and adequate ingress as of the Closing Date, are in reasonable operating condition, ordinary wear and egress between each tract of tear excepted. The Real Property and an adjacent (or, if none, is zoned so as to permit its current use. The use by the closest) public roadway; Company of the Real Property is properly zoned in order to allow its current use material compliance with applicable Laws and, in particular, is not in breach of any building, zoning or other statute, by-law, ordinance, regulation, covenant, restriction or official plan and the Company's businesses; buildings and there are no claims or demands pending or threatened by any party against structures on the Real Property which, if valid, would create inhave access to public roads, or confer the Company has valid easements over private streets or private property for ingress to and egress from such buildings and structures. (e) The Company is the holder of certain rights under certain siding agreements, leases, licenses, construction authorizations, easements and similar agreements granted to or used by the Company for the Business, including agreements providing for the installation and maintenance of Infrastructure on, any party other than from and over lands owned by third parties, including all of the Companyagreements for Infrastructure on, any right, title or interest in or over and under the CNR lands adjacent to the Real Property or any portion thereof. None and initially granted to predecessors in title of the buildings, structures or improvements described on SCHEDULE 2.12, or the operation or maintenance thereof as now operated or maintained, contravenes any zoning ordinance or other administrative regulation or violates any restrictive covenant or any provision of law, the effect of which would materially interfere with or prevent their continued use for the purposes for which they are now being used or would adversely affect the value thereof or the interest Real Property of the Company therein(“Infrastructure Easements”). The Stockholder As of the Closing Date, the Company does not have any Knowledge of any circumstances that would render the Infrastructure Easements invalid or subject to termination and has furnished to LandCARE a true received no notices from third parties indicating that the Infrastructure Easements are not valid or alleging any subsisting default under the terms and correct copy conditions of all owner's policies of title insurance and surveys pertaining such Infrastructure Easements. Except for the fees currently paid “in kind” pursuant to the real property owned by Trillium Lease, no fees or other expenses are paid or payable as of the CompanyClosing Date to any third party under the Infrastructure Easements for their use and operation.

Real Property. SCHEDULE 2.12 includes (a) Neither the Company nor any of the Company Subsidiaries owns any real property. (b) Section 4.24(b) of the Company Disclosure Schedules sets forth (i) a true and complete list of all real property owned leased, subleased, licensed or leased otherwise occupied by the Company at or any of the date hereof Company Subsidiaries (the "each, a “Leased Real Property"”), (ii) the address for each Leased Real Property and all other real property, if any, used (iii) current rent amounts payable by the Company in or the conduct of its businessCompany Subsidiaries related to each Leased Real Property. True, The Company has Made Available to Parent complete and correct copies of each lease, sublease, license, sublicense or other occupancy agreement, in each case including all leases and agreements with respect to amendments thereto (each, a “Lease Agreement”) for each Material Leased Real Property leased by (each such Lease Agreement, a “Material Lease Agreement”). All of the Company have been delivered to LandCARE, Material Lease Agreements are valid and an indication as to which such properties, if any, are currently owned, or were formerly owned, by the Stockholder or any affiliates binding obligations of the Company or the Stockholder is included in SCHEDULE 2.12. All leases relating to Real Property leased by one of the Company from the Stockholder or any affiliate of the Stockholder has been terminated. Except Subsidiaries, as set forth on SCHEDULE 2.12applicable, all of such leases included on SCHEDULE 2.12 and are in full force and effect and constitute valid and binding agreements effect. The Company or one of the parties (Company Subsidiaries has a valid leasehold, subleasehold, license or similar interest in each Material Leased Real Property, free and their successors) thereto in accordance with their respective termsclear of all Liens except for Permitted Liens. There Either the Company or one of the Company Subsidiaries, as applicable, has performed all material obligations required to be performed by it to date under each Material Lease Agreement, and there are no leasesoutstanding material defaults or circumstances which, tenancy agreementsupon the giving of notice or passage of time or both, easements, covenants, restrictions would constitute a material default or breach by the Company or any other instrumentsof the Company Subsidiaries or, agreements or arrangements which create in or confer on any party, other than to the Company’s Knowledge, by any counterparty under any Material Lease Agreement. (c) With respect to each Material Leased Real Property, neither the Company nor any of the Company Subsidiaries has subleased, licensed, sublicensed or otherwise granted anyone a right to use or occupy or possess all or any portion of the Real Property or create in or confer on any such party any right, title or interest in or to the Material Leased Real Property or any portion thereof or any interest therein; no party other than the Company occupies or possesses the Real Property or any material portion thereof; there is legal and adequate ingress and egress between each tract of Real Property and an adjacent . (or, if none, the closestd) public roadway; the Real Property is properly zoned in order to allow its current use in the Company's businesses; and there are no claims or demands pending or threatened by any party against the Real Property which, if valid, would create in, or confer on, any party other than the Company, any right, title or interest in or The premises demised pursuant to the Real Property or any portion thereof. None Material Lease Agreements is in all material respects in sufficient order, condition and repair for the current conduct of the buildings, structures or improvements described on SCHEDULE 2.12, or the operation or maintenance thereof as now operated or maintained, contravenes any zoning ordinance or other administrative regulation or violates any restrictive covenant or any provision business of law, the effect of which would materially interfere with or prevent their continued use for the purposes for which they are now being used or would adversely affect the value thereof or the interest of the Company therein. The Stockholder has furnished to LandCARE a true and correct copy of all owner's policies of title insurance and surveys pertaining to the real property owned by the Company.

Real Property. SCHEDULE 2.12 includes (a) Section 4.9(a) of the Disclosure Schedule sets forth a complete list of all real property owned and interests in real property leased or leased licensed by the Company at as lessee or sublessee and a true, correct and complete list of all of the leases relating thereto (including amendments) as in effect on the date hereof of this Agreement (the "each, a “Real Property"), Property Lease” and all other real each such related property, if anya “Company Property”). The Company has delivered to Parent a true, used by the Company in the conduct correct and complete copy of its business. Trueeach Real Property Lease, complete and correct copies of including all leases and amendments, modifications, supplements, extensions, renewals, guaranties or other agreements with respect thereto. The Company does not currently own, and has never in the past owned, any fee simple ownership interest in real property. The Company Properties constitute all interests in real property currently used or currently held for use in connection with the business of the Company. With respect to each Real Property leased by Lease and piece of Company Property: (i) such Real Property Lease is legal, valid, binding, enforceable and in full force and effect; (ii) the Company have been delivered transactions contemplated hereby do not require the consent of any other party to LandCAREsuch Real Property Lease, and an indication as to which will not result in a breach of or default under such properties, if any, are currently ownedReal Property Lease, or were formerly owned, by the Stockholder or any affiliates of the Company or the Stockholder is included in SCHEDULE 2.12. All leases relating to otherwise cause such Real Property leased by the Company from the Stockholder or any affiliate of the Stockholder has been terminated. Except as set forth on SCHEDULE 2.12Lease to cease to be legal, all of such leases included on SCHEDULE 2.12 are valid, binding, enforceable and in full force and effect on identical terms following the closing; (iii) neither the Company nor, to the Company’s knowledge, any other party to the Real Property Lease, is in breach or default under such Real Property Lease, and, to the Company’s knowledge, no event has occurred or circumstance exists which, with the delivery of notice, passage of time or both, would constitute such a breach or default or permit the termination, modification or acceleration of rent under such Real Property Lease; (iv) to the Company’s knowledge, there are no disputes with respect to such Real Property Lease; (v) no security deposit or portion thereof deposited with respect to such Real Property Lease has been applied in respect of a breach or default under such Real Property Lease which has not been redeposited in full; (vi) there are no forbearance programs in effect with respect to such Real Property Lease; (vii) the Company has not assigned, subleased, mortgaged, deeded in trust or otherwise transferred or encumbered or granted any Lien on such Real Property Lease or any interest therein; (viii) the Company’s possession and constitute quiet enjoyment of the Company Property under such Real Property Lease has not been disturbed; (ix) the Company does not owe any brokerage commissions or finder’s fees with respect to such Real Property Lease; and (x) except as set forth in Section 4.9 of the Disclosure Schedule, the other party to each such Real Property Lease is not an Affiliate of, and otherwise does not have any economic interest in the Company. The Company has a valid and binding agreements enforceable leasehold interest, free and clear of the parties (and their successors) thereto in accordance with their respective terms. There are no leases, tenancy agreements, easements, covenants, restrictions or any other instruments, agreements or arrangements which create in or confer on any partyLiens, other than Permitted Liens, under each of the Real Property Leases. All the Company Properties are adequately maintained and suitable in all material respects for the purpose of conducting the business of the Company as currently conducted. (b) The Company does not own or hold, or is not obligated under or a party to, any option, right of first refusal or other contractual right to purchase, acquire, sell, assign or dispose of any real estate interest or any portion thereof or interest therein. (c) The Company has not received any written notice from any insurance company that has issued to the Company a policy with respect to any Company Property requiring performance of any structural or other repairs or alterations to such Company Property. The Company has not made any material alterations, additions or improvements to any of the Company Properties that may be required to be removed upon termination of the applicable Real Property Lease term. (d) With respect to all Company Property: (i) to the Company’s knowledge, the right use and operation of the Company Property in the conduct of the business of the Company does not violate in any material respect any Law; (ii) to occupy the Company’s knowledge, no conditions exist which would be expected to have a Material Adverse Effect with respect to the Company Property; (iii) there are no pending condemnation, eminent domain or possess similar proceedings with respect to all or any portion of the Real Company Property or create in or confer on any such party any rightand, title or interest in or to the Real Property or any portion thereof or any interest thereinCompany’s knowledge, no such proceeding is contemplated; no party other than (iv) the Company occupies has not received any written notice of any special assessment proceedings or possesses other governmental actions affecting the Real Company Property; and (v) the buildings and other improvements on the Company Property or any portion thereof; there is legal are in good operating condition, normal wear and adequate ingress tear excepted, and egress between each tract of Real Property and an adjacent (or, if none, the closest) public roadway; the Real Property is properly zoned in order to allow its current use usable in the Company's businesses; and there are no claims or demands pending or threatened by any party against the Real Property which, if valid, would create in, or confer on, any party other than the Company, any right, title or interest in or to the Real Property or any portion thereof. None ordinary course of the buildings, structures or improvements described on SCHEDULE 2.12, or the operation or maintenance thereof business as now operated or maintained, contravenes any zoning ordinance or other administrative regulation or violates any restrictive covenant or any provision of law, the effect of which would materially interfere with or prevent their continued use for the purposes for which they are now being used or would adversely affect the value thereof or the interest of the Company therein. The Stockholder has furnished to LandCARE a true and correct copy of all owner's policies of title insurance and surveys pertaining to the real property owned currently conducted by the Company.

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

Real Property. SCHEDULE 2.12 includes (a) Schedule 3.15(a) is a true and complete list of all real property owned or leased by the Company at or any Subsidiary (collectively, the date hereof (the "“Owned Real Property"”), and all other real property, if any, used by the Company in the conduct of its business. True, complete and correct copies of all leases and agreements with respect to Real Property leased by the Company have been delivered to LandCARE, and an indication as to which such properties, if any, are currently owned, or were formerly owned, by the Stockholder or any affiliates of the The Company or the Stockholder relevant Subsidiary is included in SCHEDULE 2.12. All leases relating the sole owner of good, valid, fee simple and marketable title to the Owned Real Property leased by the Company from the Stockholder or any affiliate of the Stockholder has been terminated. Except as set forth on SCHEDULE 2.12Property, including without limitation, all buildings, structures, fixtures and improvements located thereon, free and clear of such leases included on SCHEDULE 2.12 are in full force and effect and constitute valid and binding agreements of the parties (and their successors) thereto in accordance with their respective terms. There are no leases, tenancy agreements, easements, covenants, restrictions or any other instruments, agreements or arrangements which create in or confer on any partyLiens, other than Permitted Liens. Neither the CompanyCompany nor any Subsidiary is obligated under, the or a party to, any option, right of first refusal or other contractual right to occupy sell, assign or possess all or dispose of any portion of the Real Property or create in or confer on any such party any right, title or interest in or to the Real Property or any portion thereof or any interest therein; no party other than the Company occupies or possesses the Owned Real Property or any portion thereof. (b) A true and complete copy of each real property lease to which the Company or any Subsidiary is a party (and any amendments or supplements thereto) (each, a “Lease”) has been delivered to Purchaser and each such Lease is listed on Schedule 3.15(b). (c) With respect to each Lease: (i) such Lease is legal, binding, enforceable by the Company or the relevant Subsidiary and in full force and effect; there (ii) subject in all instances to its terms, conditions, and provisions and the operation of law, such Lease will continue to be legal, binding, enforceable and in full force and effect following the consummation of the transactions contemplated hereby; (iii) to the knowledge of Parent and the Company, the Company is legal not in material breach or default under any such Lease, and adequate ingress to the knowledge of Parent and egress between each tract the Company, no other party to such Lease is in material breach or default, and no event has occurred that, with notice or lapse of Real Property and an adjacent (time, would constitute a material breach or default by the Company or the relevant Subsidiary or, if none, to the closest) public roadway; the Real Property is properly zoned in order to allow its current use in the Company's businesses; knowledge of Parent and there are no claims or demands pending or threatened by any party against the Real Property which, if valid, would create in, or confer on, any party other than the Company, any rightother party thereto, title or permit termination, modification or acceleration by the lessor thereunder; (iv) there are no material disputes with respect to any such Lease; (v) neither the Company nor any Subsidiary has assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in or the leasehold; and (vi) to the Real Property or any portion thereof. None knowledge of Parent and the buildingsCompany, structures or improvements described on SCHEDULE 2.12, all real property subject to such Lease has received all approvals of governmental and regulatory authorities required to be obtained by the Company or the relevant Subsidiary in connection with their operation thereof and, solely with respect to the premises demised unto the Company or maintenance thereof as now a Subsidiary by such Lease, such leased premises have been operated or maintained, contravenes any zoning ordinance or other administrative regulation or violates any restrictive covenant or any provision of law, by the effect of which would materially interfere with or prevent their continued use for the purposes for which they are now being used or would adversely affect the value thereof Company or the interest of the Company therein. The Stockholder has furnished to LandCARE a true and correct copy of relevant Subsidiary in all owner's policies of title insurance and surveys pertaining to the real property owned by the Companymaterial respects in accordance with applicable laws.