Common use of Real Property Clause in Contracts

Real Property. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (a) the Company and its Subsidiaries have defensible title to all real property owned by the Company or any of its Subsidiaries (collectively, the “Company Owned Real Property”) and valid leasehold estates in all real property leased, subleased, licensed or otherwise occupied (whether as tenant, subtenant, licensee or pursuant to any other occupancy arrangements) by the Company or any Subsidiary of the Company (collectively, including the improvements, fixtures and structures located thereon, the “Company Leased Real Property” and, together with the Company Owned Real Property, the “Company Real Property”), free and clear of all Encumbrances, except Permitted Encumbrances, (b) the Company and its Subsidiaries have defensible title to all Mining Rights included in the Company Owned Real Property, free and clear of all Encumbrances, except Permitted Encumbrances, (c) each agreement under which the Company or any Subsidiary of the Company is the landlord, sublandlord, licensor, tenant, subtenant, licensee or occupant with respect to the Company Leased Real Property (each, a “Company Real Property Lease”) to the knowledge of the Company is in full force and effect and is valid and enforceable against the parties thereto in accordance with its terms, subject, as to enforceability, to Creditors’ Rights, and neither the Company nor any of its Subsidiaries, or to the knowledge of the Company, any other party thereto, has received notice of any violation, breach or default under any Company Real Property Lease, and (d) there does not exist any pending or, to the knowledge of the Company, Threatened, condemnation or eminent domain Proceedings that affect any Company Real Property, subject, in each of clauses (a) through (d) above, to adverse proceedings in the Ordinary Course. The Company has not granted any third party any license, possessory or occupancy right or other similar right in any Company Real Property other than Permitted Encumbrances, except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company Real Property constitutes all of the real estate, land, buildings, structures and fixtures located thereon and all easements, rights of way, options, coal, mineral, mining, water, surface and other rights and interests appurtenant thereto used in and necessary for the operation in all material respects of the respective businesses of the Company and its Subsidiaries as currently conducted.

Real Property. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (a) The Company has delivered or made available to Parent a complete and accurate list of all of the Company and its Subsidiaries have defensible title to all real property owned by the Company or any of its Subsidiaries (the “Owned Real Property”). Except for the Owned Real Property, neither the Company nor any of its Subsidiaries has, since January 1, 2010, ever owned any real property, nor is party to any agreement to purchase or sell any real property. The Company owns the Owned Real property free and clear of all Liens, except for Permitted Liens. The Company has a valid, enforceable title policy for the Owned Real Property. (b) The Company has delivered or made available to Parent a complete and accurate list of all of the existing leases, subleases, licenses, or other agreements (collectively, the “Company Owned Real PropertyLeases”) and valid leasehold estates in all real property leased, subleased, licensed or otherwise occupied (whether as tenant, subtenant, licensee or pursuant to any other occupancy arrangements) by under which the Company or any Subsidiary of its Subsidiaries uses or occupies or has the Company right to use or occupy, now or in the future, any real property (collectively, including the improvements, fixtures and structures located thereonsuch property, the “Company Leased Real Property” and, together collectively with the Company Owned Real Property, the “Company Real Property”). The Company has heretofore made available to Parent true, free correct and clear complete copies of all EncumbrancesLeases that are Material Contracts (including all material modifications, except Permitted Encumbrancesamendments, (b) the supplements, consents, waivers and side letters thereto and all agreements in connection therewith). The Company and or its Subsidiaries have defensible title to all Mining Rights included and own valid leasehold estates in the Company Owned Leases and the Leased Real Property, free and clear of all EncumbrancesLiens, except other than Permitted EncumbrancesLiens. The Company has delivered or made available to Parent a complete and accurate list of all of the existing Leases granting to any Person, (c) each agreement under which other than the Company or any Subsidiary of the Company is the landlord, sublandlord, licensor, tenant, subtenant, licensee or occupant with respect to the Company Leased Real Property (each, a “Company Real Property Lease”) to the knowledge of the Company is in full force and effect and is valid and enforceable against the parties thereto in accordance with its terms, subject, as to enforceability, to Creditors’ Rights, and neither the Company nor any of its Subsidiaries, any right to use or to occupy, now or in the knowledge future, any of the Company, any other party thereto, has received notice of any violation, breach or default under any Company Real Property Lease, and (d) there does not exist any pending or, to the knowledge of the Company, Threatened, condemnation or eminent domain Proceedings that affect any Company Real Property, subject, in each of clauses (a) through (d) above, to adverse proceedings in the Ordinary Course. The Company has not granted any third party any license, possessory or occupancy right or other similar right in any Company and its Subsidiaries currently occupy all of the Real Property for the operation of their business and there are no other than Permitted Encumbrances, except as has not had and would not reasonably be expected parties occupying or with a right to have, individually or in occupy the aggregate, a Company Material Adverse EffectReal Property. Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the execution and delivery of this Agreement by the Company does not, and the consummation of the transactions contemplated hereby will not, violate, or materially impair the rights of the Company or any of its subsidiaries or alter the rights or obligations of the lessor 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 constitutes for the conduct of business as presently conducted. (c) Except as would not materially detract from the value or materially interfere with the present use of the underlying Real Property, each Real Property and all of the real estateits operating systems are (i) in good operating condition and repair, landsubject to normal wear and tear, buildings(ii) regularly and properly maintained, structures (iii) free from any material defects or deficiencies and fixtures located thereon and all easements, rights of way, options, coal, mineral, mining, water, surface and other rights and interests appurtenant thereto used in and necessary (iv) suitable for the operation in all material respects conduct of the respective businesses business of the Company and its Subsidiaries in all material respects as currently presently conducted. (d) Since the Reference Date, the Company has not received any written notice from (i) any insurance company of any defects or inadequacies in any Real Property or any part thereof which could materially and adversely affect the insurability of such Real Property or the premiums for the insurance thereof or (ii) any insurance company which has issued a policy with respect to any portion of any Real Property or by any board of fire underwriters (or other body exercising similar functions) requesting the performance of any repairs, alterations or other work with which compliance has not been made. (e) There is no pending or, to the knowledge of the Company, threatened condemnation or similar proceeding affecting any Real Property or any portion thereof, and the Company has no knowledge that any such action is currently contemplated. There are no pending or, to the knowledge of the Company, threatened special assessments or improvements or activities of any public or quasi-public body either in process or completed which may give rise to any special assessment against any Real Property.

Real Property. Except (a) None of the Company, any of its Consolidated Subsidiaries or any member of the Subsidiary Adviser Group owns any real property. (b) Section 3.20(b) of the Company Disclosure Letter sets forth a complete and accurate list of each lease pursuant to which the Company, its Consolidated Subsidiaries and/or the members of the Subsidiary Adviser Group leases, subleases or licenses an interest in real property from any other Person (whether as has not had and a tenant, subtenant or pursuant to other occupancy arrangements) (collectively, the “Company Leased Real Property”). As of the date of this Agreement, except as would not reasonably be expected have a Company Material Adverse Effect, the Company, its Consolidated Subsidiaries and/or the members of the Subsidiary Adviser Group have valid leasehold, subleasehold or license interests in all Company Leased Real Property. Each lease for Company Leased Real Property is a valid and binding obligation of the Company, or its Consolidated Subsidiary or member of the Subsidiary Adviser Group that is a party thereto, as applicable, and to havethe Knowledge of the Company, the other parties thereto, except such as would not, individually or in the aggregate, be material to the Company, its Consolidated Subsidiaries and the members of the Subsidiary Adviser Group, taken as a whole; provided, that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights and remedies generally and (ii) the remedies of specific performance and injunctive relief and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any Proceeding therefor may be brought. (c) As of the date of this Agreement, except as would not have a Company Material Adverse Effect, (a) the Company and its Subsidiaries have defensible title to all real property owned by the Company or any of its Subsidiaries (collectively, the “Company Owned Real Property”) and valid leasehold estates in all real property leased, subleased, licensed or otherwise occupied (whether as tenant, subtenant, licensee or pursuant to any other occupancy arrangements) by the Company or any Subsidiary of the Company (collectively, including the improvements, fixtures and structures located thereon, the “Company Leased Real Property” and, together with the Company Owned Real Property, the “Company Real Property”), free and clear of all Encumbrances, except Permitted Encumbrances, (b) the Company and its Subsidiaries have defensible title to all Mining Rights included in the Company Owned Real Property, free and clear of all Encumbrances, except Permitted Encumbrances, (c) each agreement under which the Company or any Subsidiary of the Company is the landlord, sublandlord, licensor, tenant, subtenant, licensee or occupant with respect to the Company Leased Real Property (each, a “Company Real Property Lease”) to the knowledge of the Company is in full force and effect and is valid and enforceable against the parties thereto in accordance with its terms, subject, as to enforceability, to Creditors’ Rights, and neither the Company nor any of its Subsidiaries, or to the knowledge none of the Company, any other party thereto, of its Consolidated Subsidiaries or any member of the Subsidiary Adviser Group has received notice of any violationwritten communication from, breach or default under given any Company Real Property Leasewritten communication to, and (d) there does not exist any pending or, or to the knowledge Knowledge of the Company, Threatenedreceived or given any other type of communication from or to, condemnation or eminent domain Proceedings that affect any other party to a lease for Company Real Property, subject, in each of clauses (a) through (d) above, to adverse proceedings in the Ordinary Course. The Company has not granted any third party any license, possessory or occupancy right or other similar right in any Company Leased Real Property other than Permitted Encumbrancesor any lender, except as has not had and would not reasonably be expected to havealleging that the Company, individually or in the aggregateany of its Consolidated Subsidiaries, a Company Material Adverse Effect. Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company Real Property constitutes all any member of the real estateSubsidiary Adviser Group or such other party, landas the case may be, buildings, structures and fixtures located thereon and all easements, rights of way, options, coal, mineral, mining, water, surface and other rights and interests appurtenant thereto used is in and necessary for the operation in all material respects of the respective businesses of the Company and its Subsidiaries as currently conducteddefault under such lease.

Real Property. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (a) Schedule 3.13(a) of the Company and its Subsidiaries have defensible title to Seller Disclosure Letter sets forth, as of the date hereof, a list as of the date hereof of all of the real property owned by the Company or any of its Subsidiaries (collectively, the “Company Owned Real Property”) and valid leasehold estates in all real property leased, subleased, licensed or otherwise occupied (whether as tenant, subtenant, licensee or pursuant to any other occupancy arrangements) by the Company or any Subsidiary of the Company (collectively, including the improvements, fixtures and structures located thereon, the “Company Leased Real Property” and, together with the Company Owned Real Property, the “Company Real Property”), free and clear of all Encumbrances, except Permitted Encumbrances, (b) the Company and its Subsidiaries have defensible title to all Mining Rights included Asset Selling Entity used primarily in the Business or owned by any Conveyed Company. An Asset Selling Entity or a Conveyed Company Owned has title in fee simple (or its equivalent under applicable Law) to the Real Property, free and clear of all Encumbrances, except Liens other than Permitted Encumbrances, Liens and Liens that will be released at or prior to the Closing. (cb) each agreement under which the Company or any Subsidiary Schedule 3.13(b) of the Company is Seller Disclosure Letter sets forth a list as of the landlorddate hereof of each lease of real property of the Conveyed Companies. True, sublandlordcorrect and complete copies of all leases set forth on Schedule 2.2(a)(i) and Schedule 3.13(b) of the Seller Disclosure Letter which, licensorin each case, tenantentail an annual rental payment in excess of $500,000, subtenant, licensee or occupant with respect have been made available to the Company Leased Purchaser. Each Real Property (each, a “Company Real Property Lease”) to the knowledge of the Company Lease is binding and in full force and effect and is valid and enforceable against the parties thereto in accordance with its terms, subject, as terms with respect to enforceabilitythe Asset Selling Entity or Conveyed Company party thereto and, to Creditors’ Rightsthe Knowledge of Seller, each other party thereto and neither there exists no breach, default or event of default (or occurrence or event that with notice or lapse of time or both would result in a breach, default or event of default) by the applicable Asset Selling Entity or Conveyed Company nor any of its Subsidiariesor, or to the knowledge Knowledge of the CompanySeller, any other party thereto, has received notice of to any violation, breach or default under any Company Real Property Lease, and (d) there does not exist any pending or, to the knowledge of the Company, Threatened, condemnation or eminent domain Proceedings that affect any Company Real Property, subject, in each of clauses (a) through (d) above, to adverse proceedings in the Ordinary Course. The Company has not granted any third party any license, possessory or occupancy right or other similar right in any Company Real Property other than Permitted Encumbrancessuch lease, except as has not had and would not reasonably be expected to havenot, individually or in the aggregate, be reasonably expected to be material to the Business, the Conveyed Companies and the Purchased Assets, taken as a Company Material Adverse Effectwhole. Except as has not had, and would not reasonably be expected to havenot, individually or in the aggregate, a Company Material Adverse Effectbe reasonably expected to be material to the Business, the Conveyed Companies and the Purchased Assets, taken as a whole, as of the date hereof, no Asset Selling Entity or Conveyed Company has given to or received from any other Person any written notice (i) regarding any actual, alleged, possible, or potential breach of, or default under, any Real Property constitutes Lease or (ii) announcing or threatening termination or cancellation of any Real Property Lease. (c) Except as set forth on Schedule 3.13(c) of the Seller Disclosure Letter or as would not, individually or in the aggregate, be reasonably expected to be material to the Business, the Conveyed Companies and the Purchased Assets, taken as a whole (i) there are no condemnation or eminent domain proceedings or compulsory purchase pending or, to the Knowledge of Seller, threatened that would interfere with the present use of the real property subject thereto in the Business of the Transferred Real Property, and (ii) no Asset Selling Entity or Conveyed Company has leased, subleased or licensed any Transferred Real Property to any Person or entered into any Contract or obligation with respect thereto. No Conveyed Company is obligated under any Contract to purchase any real property or interest therein in excess of $1,000,000. The Asset Selling Entities and Conveyed Companies have valid leasehold interests in all of the real estateLeased Real Property, landexcept where the failure to have such valid leasehold interests would not, buildingsindividually or in the aggregate, structures be reasonably expected to be material to the Business, the Conveyed Companies and fixtures located thereon and all easementsthe Purchased Assets, rights of way, options, coal, mineral, mining, water, surface and other rights and interests appurtenant thereto used in and necessary for the operation in all material respects of the respective businesses of the Company and its Subsidiaries taken as currently conducteda whole.

Real Property. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (a) Section 4.13(a) of the Company and its Subsidiaries have defensible title Disclosure Letter sets forth, with respect to all real property owned by each parcel of the Company Leased Real Property existing as of the date hereof, the Contracts which provide the Company with rights to lease, sublease, license, use or otherwise occupy such parcel of the Company Leased Real Property as of the date hereof, including any amendments or modifications thereto (all such Contracts, together with the Contracts that provide the Company with rights to lease, sublease, license, use or otherwise occupy the Company Leased Real Property as of its Subsidiaries (the Closing Date, including any amendments or modifications thereto, collectively, the “Company Owned Real PropertyLeases”), the address (or other identifying description) of such parcel and the identity of the lessor, lessee and current occupant (if different from lessee) of such parcel. True, correct and complete copies of all Company Leases existing as of the date hereof have been provided to Parent. The Company (i) has a valid and binding leasehold estates in all real property leasedinterest in, subleasedand enjoys peaceful and undisturbed possession of, licensed or otherwise occupied (whether as tenant, subtenant, licensee or pursuant to any other occupancy arrangements) by the Company or any Subsidiary each parcel of the Company Leased Real Property existing as of the date of this Agreement and (collectively, including ii) will have a valid and binding leasehold interest in each parcel of the improvements, fixtures and structures located thereon, the “Company Leased Real Property” andProperty that will exist as of the Closing Date, together with the Company Owned Real Property, the “Company Real Property”)in each case, free and clear of all EncumbrancesLiens, except other than Permitted Encumbrances, Liens. (b) the Company and its Subsidiaries have defensible title to all Mining Rights included in the Company Owned Real Property, free and clear of all Encumbrances, except Permitted Encumbrances, (c) each agreement under which the Company or any Subsidiary of the Company is the landlord, sublandlord, licensor, tenant, subtenant, licensee or occupant with With respect to each Company Lease, neither the applicable Company Leased Real Property (eachEntity nor, a “Company Real Property Lease”) to the knowledge of the Company Company, any counterparty thereto is in full force and effect and is valid and enforceable against the parties thereto default thereunder in accordance with its terms, subject, as to enforceability, to Creditors’ Rightsany material respect, and neither there are no events which with the Company nor any passage of its Subsidiariestime or notice, or both, would constitute a material default thereunder on the part of such Company Entity, or, to the knowledge of the Company, any other party thereto, has received notice of any violation, breach or default under any . The Company Leased Real Property Leaseis in compliance in all material respects with all laws, rules, regulations and ordinances related to the business as it is currently conducted on such Company Leased Real Property. Except as otherwise indicated on Section 4.13(b) of the Company Disclosure Letter, no Company Entity has subleased or granted to a third party any right to use or occupy all or any portion of the Company Leased Real Property other than in the ordinary course of business. (c) To the knowledge of the Company, there are no eminent domain or similar Proceedings pending or threatened in writing affecting all or any material portion of the Company Leased Real Property. To the knowledge of the Company, there is no writ, injunction, decree, order or judgment outstanding, nor any action claim, suit or other Proceeding pending or threatened in writing, relating to the ownership, lease, use, occupancy or operation by any Person of the Company Leased Real Property. The buildings, improvements and structures located on the Company Leased Real Property are in good operating condition and repair. (d) there does not exist Section 4.13(d) of the Company Disclosure Letter sets forth the address (or other identifying description) and the identity of the fee owner of each parcel of Company Owned Real Property. A Company Entity has good and marketable fee simple title in and to each parcel of the Company Owned Real Property, including all of the buildings and improvements thereon, free and clear of all Liens, other than Permitted Liens. There are no outstanding options, rights of first offer or rights of first refusal to purchase any Company Owned Real Property or any portion thereof or interest therein. Other than pursuant to easements of record, no Company Entity has leased or granted any right to use or occupy all or any portion of the Company Owned Real Property to a third party, whether as tenants, subtenants, trespassers or otherwise. There is no condemnation or other Proceeding in eminent domain, pending or, to the knowledge of the Company, Threatenedthreatened, condemnation affecting the Company Owned Real Property or eminent domain Proceedings that affect any Company Real Propertyportion thereof or interest therein. There is no writ, subjectinjunction, in each of clauses (a) through (d) abovedecree, order or judgment outstanding, nor any action, claim, suit or other Proceeding pending or, to adverse proceedings in the Ordinary Course. The Company has not granted any third party any license, possessory or occupancy right or other similar right in any Company Real Property other than Permitted Encumbrances, except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company Real Property constitutes all knowledge of the real estateCompany, landthreatened, buildingsrelating to the ownership, structures and fixtures located thereon and all easementslease, rights of wayuse, options, coal, mineral, mining, water, surface and other rights and interests appurtenant thereto used in and necessary for the occupancy or operation in all material respects of the respective businesses by any Person of the Company and its Subsidiaries as currently conductedOwned Real Property.

Real Property. Except as (i) Section 3.1(y)(i) of the Company Disclosure Schedule sets forth a list of all real property owned by each of Company and its Subsidiaries (the “Owned Properties”), other than the Owned Properties identified in the Form 10-K for the year ended December 31, 2002 filed by Company with the SEC on March 28, 2003. Each of Company and its Subsidiaries has not had good title free and clear of all Liens to all Owned Properties, except for Company Permitted Liens. (ii) Section 3.1(y)(ii) of the Company Disclosure Schedule sets forth a list of each agreement pursuant to which Company or any of its Subsidiaries leases any real property (such agreements, together with any amendments, modifications and other supplements thereto, collectively, the “Leases”), other than the Leases for which the subject property is identified in the Form 10-K for the year ended December 31, 2002 filed by Company with the SEC on March 28, 2003. A true and complete copy of each Lease has heretofore been made available to Newco. Each Lease is valid, binding and enforceable against Company or its applicable Subsidiary in accordance with its terms and is in full force and effect, except that (x) such enforceability may be subject to applicable bankruptcy, insolvency or other similar laws now or hereafter in effect affecting creditors’ rights generally and (y) the availability of the remedy of specific performance or injunction or other forms of equitable relief may be subject to equitable defenses and would be subject to the discretion of the court before which any proceeding therefor may be brought. There are no defaults by Company or any of its Subsidiaries, as applicable, under any of the Leases, which, in the aggregate, would result in the termination of such Leases and a Material Adverse Effect on Company. The consummation of the transactions contemplated by this Agreement will not reasonably be expected to havecause defaults under the Leases, except for any such default that would not, individually or in the aggregate, have a Company Material Adverse Effect, Effect on Company. (aiii) The Owned Properties and the properties leased pursuant to the Leases (the “Leased Properties”) constitute all of the real estate on which Company and its Subsidiaries have defensible title to all real property owned by the Company maintain their facilities or any of its Subsidiaries (collectively, the “Company Owned Real Property”) and valid leasehold estates in all real property leased, subleased, licensed or otherwise occupied (whether conduct their business as tenant, subtenant, licensee or pursuant to any other occupancy arrangements) by the Company or any Subsidiary of the Company (collectively, including the improvements, fixtures and structures located thereon, the “Company Leased Real Property” and, together with the Company Owned Real Property, the “Company Real Property”), free and clear date of all Encumbrancesthis Agreement, except Permitted Encumbrances, (b) for locations the Company loss of which would not constitute a Material Adverse Effect on Company. The Owned Properties and its Subsidiaries have defensible title to the Leased Properties are in compliance with all Mining Rights included in the Company Owned Real Property, free and clear of all Encumbranceslaws, except Permitted Encumbrances, (c) each agreement under which the Company or any Subsidiary of the Company is the landlord, sublandlord, licensor, tenant, subtenant, licensee or occupant with respect to the Company Leased Real Property (each, a “Company Real Property Lease”) to the knowledge of the Company is in full force and effect and is valid and enforceable against the parties thereto in accordance with its terms, subject, as to enforceability, to Creditors’ Rights, and neither the Company nor any of its Subsidiaries, or to the knowledge of the Company, any other party thereto, has received notice of any violation, breach or default under any Company Real Property Lease, and (d) there does not exist any pending or, to the knowledge of the Company, Threatened, condemnation or eminent domain Proceedings that affect any Company Real Property, subject, in each of clauses (a) through (d) above, to adverse proceedings in the Ordinary Course. The Company has not granted any third party any license, possessory or occupancy right or other similar right in any Company Real Property other than Permitted Encumbrances, except as has not had and where non-compliance would not reasonably be expected to havenot, individually or in the aggregate, a Company Material Adverse Effect. Except as has not had, and would not reasonably be expected to haveresult in a Material Adverse Effect on Company. Neither any agreement relating to the Owned Properties nor any of the Leases requires consent of any third party for the consummation of the transactions contemplated hereby except for (i) such consents which will be obtained prior to Closing and are listed in Section 3.1(y)(iii) to the Company Disclosure Schedule or (ii) such consents the failure of which to obtain would not, individually or in the aggregate, reasonably be expected to result in a Company Material Adverse EffectEffect on Company. (iv) A true and complete copy of each agreement pursuant to which Company or any of its Subsidiaries leases real property to a third party (such agreements, together with any amendments, modifications and other supplements thereto, collectively, the Company Real Property constitutes all “Third Party Leases”) has heretofore been made available to Newco. Each Third Party Lease is valid, binding and enforceable in accordance with its terms and is in full force and effect, except that (x) such enforceability may be subject to applicable bankruptcy, insolvency or other similar laws now or hereafter in effect affecting creditors’ rights generally and (y) the availability of the real estate, land, buildings, structures remedy of specific performance or injunction or other forms of equitable relief may be subject to equitable defenses and fixtures located thereon and all easements, rights of way, options, coal, mineral, mining, water, surface and other rights and interests appurtenant thereto used in and necessary for would be subject to the operation in all material respects discretion of the respective businesses court before which any proceeding therefor may be brought. To the knowledge of Company, there are no existing defaults by the tenant under any Third Party Lease, which, in the aggregate, would result in the termination of such Third Party Leases except for any such default that would not reasonably be expected to result in a Material Adverse Effect on Company. The consummation of the Company and its Subsidiaries as currently conductedtransactions contemplated by this Agreement will not cause defaults under the Third Party Leases, except for any such default which would not, individually or in the aggregate, have a Material Adverse Effect on Company.

Real Property. Except (a) Neither Company nor any of its subsidiaries currently owns or has ever owned any real property. (b) To the extent not disclosed in the Company SEC Documents, Schedule 2.26 sets forth a list of all leases, licenses or similar agreements to which Company or any of its subsidiaries is a party, that are for the use or occupancy of real estate owned by a third party (“Leases”) (copies of which have previously been furnished to Parent), in each case, setting forth: (i) the lessor and lessee thereof and the commencement date, term and renewal rights under each of the Leases and (ii) the street address or legal description of each property covered thereby (the “Leased Premises”). The Leases are in full force and effect in all material respects, to the knowledge of Company, and have not been amended except as disclosed in the Company SEC Documents or Schedule 2.26 and, Company is not, and, to the knowledge of Company, no other party thereto, is in default or breach under any such Lease and no event has not had and occurred by Company that, with the passage of time or the giving of notice or both, would cause a breach of or default of Company under any of such Leases, except to the extent such default would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect, (a) the Company and its Subsidiaries have defensible title to all real property owned by the . Either Company or any of its Subsidiaries (collectively, the “Company Owned Real Property”) and subsidiaries have valid leasehold estates interests in all real property leased, subleased, licensed or otherwise occupied (whether as tenant, subtenant, licensee or pursuant to any other occupancy arrangements) by the Company or any Subsidiary each of the Company (collectivelyLeased Premises, including the improvements, fixtures and structures located thereon, the “Company Leased Real Property” and, together with the Company Owned Real Property, the “Company Real Property”), which leasehold interest is free and clear of all Encumbrancesany liens, except covenants and easements or title defects of any nature whatsoever other than Permitted Encumbrances, (b) the Company and its Subsidiaries have defensible title to all Mining Rights included in the Company Owned Real Property, free and clear of all Encumbrances, except Permitted Encumbrances, Liens. (c) each agreement under which the Company or any Subsidiary of the Company is the landlord, sublandlord, licensor, tenant, subtenant, licensee or occupant with With respect to the Company Leased Real Property Premises, (each, a “Company Real Property Lease”) to the knowledge of the Company is in full force and effect and is valid and enforceable against the parties thereto in accordance with its terms, subject, as to enforceability, to Creditors’ Rights, and neither the Company nor any of its Subsidiaries, or to the knowledge of the Company, any other party thereto, has received notice of any violation, breach or default under any Company Real Property Lease, and (di) there does not exist any are no pending or, to the knowledge of Company, threatened condemnation proceedings, suits or administrative actions relating to any such parcel or other matters affecting adversely the current use, occupancy or value thereof, (ii) to the Company’s knowledge, Threatenedall improvements, condemnation buildings and systems on any such parcel are in good repair and safe for their current occupancy and use, (iii) to the knowledge of Company, there are no contracts or eminent domain Proceedings that affect agreements (whether oral or written) granting to any Company Real Propertyparty or parties the right of use or occupancy of any such parcel, subjectand there are no parties (other than Company) in possession of any such parcel, (iv) to the knowledge of Company, there are no outstanding options or rights of first refusal or similar rights to purchase any such parcel or any portion thereof or interest therein, (v) to the knowledge of Company, all facilities located on each such parcel are supplied with utilities and other services necessary for their ownership, operation or use, currently or as currently proposed by Company, all of which services are adequate in accordance with all applicable laws, ordinances, rules and regulations and (vi) to the Company’s knowledge, each of clauses (a) through (d) abovesuch parcel abuts on and has adequate direct vehicular access to a public road and there is no pending or, to adverse proceedings in the Ordinary Course. The Company has not granted any third party any licenseknowledge of Company, possessory or occupancy right or other similar right in any Company Real Property other than Permitted Encumbrances, except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company Real Property constitutes all threatened termination of the real estate, land, buildings, structures and fixtures located thereon and all easements, rights of way, options, coal, mineral, mining, water, surface and other rights and interests appurtenant thereto used in and necessary for the operation in all material respects of the respective businesses of the Company and its Subsidiaries as currently conductedsuch access.

Real Property. (a) Section 3.16(a) of the Company Disclosure Letter sets forth a true, correct and complete list of all real property owned by the Company and its Subsidiaries (the “Owned Real Property”). Except as has not had and would not reasonably be expected to havebe material to the Company and its Subsidiaries, individually or in taken as a whole, the aggregateCompany and its Subsidiaries have good and valid fee simple title to all of the Owned Real Property, free and clear of Liens, except Permitted Liens. Except as would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a Company Material Adverse Effectwhole, (ai) the Company and its Subsidiaries have defensible title to a good and valid leasehold interest in all of its real property owned leased, licensed, subleased or otherwise used by the Company or any of its Subsidiaries as lessee or sublessee (collectively, the “Company Owned Real Property”) and valid leasehold estates in all real property leased, subleased, licensed or otherwise occupied (whether as tenant, subtenant, licensee or pursuant to any other occupancy arrangements) by the Company or any Subsidiary of the Company (collectively, including the improvements, fixtures and structures located thereon, the “Company Leased Real Property” and, and together with the Company Owned Real Property, the “Company Real Property”), free and clear of all Encumbrances, Liens (except for Permitted Encumbrances, Liens); (b) the Company and its Subsidiaries have defensible title to all Mining Rights included in the Company Owned Real Property, free and clear of all Encumbrances, except Permitted Encumbrances, (cii) each lease, license, sublease and occupancy agreement under which the Company or any Subsidiary of the Company is the landlord, sublandlord, licensor, tenant, subtenant, licensee or occupant with respect to the Company Leased Real Property (each, a “Company Real Property Lease”) with respect to the knowledge of Leased Real Property is valid and binding on the Company or its Subsidiaries and is in full force and effect and is and, to the Knowledge of the Company, valid and binding on, and enforceable against against, the other parties thereto thereto; and (iii) neither the Company nor any of its Subsidiaries is in accordance with its terms, subject, as to enforceability, to Creditors’ Rightsbreach or default under any of the Leases beyond any applicable notice and cure periods, and neither the Company nor any of its SubsidiariesSubsidiaries has received written notice of any condition that would be such a breach. (b) Except as set forth in Section 3.16(b) of the Company Disclosure Letter, neither the Company nor any of its Subsidiaries (i) have leased, subleased or otherwise granted any Person the current right to use or occupy any material portion of the Real Property (other than pursuant to Contracts that have terminated and utility Contracts, easements and the like), (ii) is under Contract (including any option Contracts) to acquire, sell or otherwise transfer any interests in the Real Property or other real property or (iii) have received written notice of any condemnation, taking or zoning change proceeding with respect to any Real Property, and to the knowledge Knowledge of the Company, any other party thereto, has received notice of any violation, breach or default under any Company no such proceedings exist. The Real Property Leaseand the Company’s or its applicable Subsidiary’s use thereof complies, in all material respects, with all applicable Laws and (d) there does not exist any pending ormatters of record and is served by electricity, to water, sewer, gas and other utilities as is sufficient, in all material respects, for the knowledge conduct of the Company, Threatened, condemnation or eminent domain Proceedings that affect any Company Real Property, subject, in each of clauses (a) through (d) above, to adverse proceedings in the Ordinary Coursecurrent business thereon. The Company has not granted any third party any license, possessory or occupancy right or other similar right in any Company Real Property other than Permitted Encumbrances, except Except as has not had and would not reasonably be expected to havebe material to the Company and its Subsidiaries, individually or in taken as a whole, the aggregateCompany and its Subsidiaries hold all rights-of-way, a Company Material Adverse Effecteasements and access rights (“Rights-of-Way”) necessary for the current use of the Real Property. Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company Real Property constitutes all of the real estate, land, buildings, structures and fixtures located thereon and all easements, rights of way, options, coal, mineral, mining, water, surface and other rights and interests appurtenant thereto used in and necessary for the operation in all be material respects of the respective businesses of to the Company and its Subsidiaries, taken as a whole, (A) each Right-of-Way is valid and binding on the Company or its Subsidiaries as currently conductedand is in full force and effect and, to the Knowledge of the Company, valid and binding on, and enforceable against, the other parties thereto, (B) neither the Company nor any of its Subsidiaries is in breach or default under any of the Rights-of-Way beyond any applicable notice and cure periods, and (C) neither the Company nor any of its Subsidiaries has received written notice of any condition that would be such a breach.

Real Property. Except (a) Neither Private Company nor any of its Subsidiaries owns any real property. (b) Section 4.9(b) of Private Company Disclosure Schedule sets forth a complete and accurate list as has of the date of this Agreement of all leases, subleases or licenses pursuant to which the Company or any of its Subsidiaries leases, , licenses or is otherwise granted a right of use or occupancy of, any real property material to the conduct of the business of the Company and its Subsidiaries, taken as a whole, as currently conducted, from any Person other than Private Company or any of its Subsidiaries (as amended through the date of this Agreement, the “Private Company Leases”) and the location of the premises subject thereto (the “Private Company Leased Properties”). The Private Company Leases have not had and would not reasonably be expected been amended, modified or supplemented in any material respect except as expressly set forth in Section 4.9(b) of the Private Company Disclosure Schedule. Neither Private Company nor any of its Subsidiaries nor, to havePrivate Company’s Knowledge, any other party to any Private Company Lease is in default under any of the Private Company Leases, except where the existence of such defaults, individually or in the aggregate, a Company Material Adverse Effect, (a) the Company and its Subsidiaries have defensible title to all real property owned by the Company or any of its Subsidiaries (collectively, the “Company Owned Real Property”) and valid leasehold estates in all real property leased, subleased, licensed or otherwise occupied (whether as tenant, subtenant, licensee or pursuant to any other occupancy arrangements) by the Company or any Subsidiary of the Company (collectively, including the improvements, fixtures and structures located thereon, the “Company Leased Real Property” and, together with the Company Owned Real Property, the “Company Real Property”), free and clear of all Encumbrances, except Permitted Encumbrances, (b) the Company and its Subsidiaries have defensible title to all Mining Rights included in the Company Owned Real Property, free and clear of all Encumbrances, except Permitted Encumbrances, (c) each agreement under which the Company or any Subsidiary of the Company is the landlord, sublandlord, licensor, tenant, subtenant, licensee or occupant with respect to the Company Leased Real Property (each, a “Company Real Property Lease”) to the knowledge of the Company is in full force and effect and is valid and enforceable against the parties thereto in accordance with its terms, subject, as to enforceability, to Creditors’ Rights, and neither the Company nor any of its Subsidiaries, or to the knowledge of the Company, any other party thereto, has received notice of any violation, breach or default under any Company Real Property Lease, and (d) there does not exist any pending or, to the knowledge of the Company, Threatened, condemnation or eminent domain Proceedings that affect any Company Real Property, subject, in each of clauses (a) through (d) above, to adverse proceedings in the Ordinary Course. The Company has not granted any third party any license, possessory or occupancy right or other similar right in any Company Real Property other than Permitted Encumbrances, except as has not had and would not reasonably be expected likely to have, individually or in the aggregate, have a Private Company Material Adverse Effect. Except as has not had, and would is not reasonably be expected likely to have, individually or in the aggregate, have a Private Company Material Adverse Effect, assuming good fee title to the Private Company Real Property constitutes all Leased Properties is vested in each of the real estatelessors thereof, land, buildings, structures and fixtures located thereon and all easements, rights of way, options, coal, mineral, mining, water, surface and other rights and interests appurtenant thereto used in and necessary for subject to any Permitted Liens affecting the operation in all material respects leasehold interest of the respective businesses of the Private Company and its Subsidiaries in the Private Company Leased Property, the Private Company and its Subsidiaries have valid and enforceable leasehold interests in the Private Company Leased Properties, unencumbered by any Liens. Except as currently conductedis not reasonably likely to have a Private Company Material Adverse Effect, to Private Company’s Knowledge, (i) no event has occurred or condition exists that with the passage of time is likely to result in any default of Private Company or any of its Subsidiaries under any of the Private Company Leases, and (ii) the Private Company Leased Properties, and the business activities of Private Company and its Subsidiaries at the Private Company Leased Properties, are in compliance with the material terms and conditions of the Private Company Leases, and (iii) the Private Company Leased Properties are otherwise in good operating condition and repair as of the date of this Agreement, ordinary wear and tear excepted. Neither Private Company nor any of its Subsidiaries leases, subleases or licenses any real property to any Person other than Private Company and its Subsidiaries. Private Company has made available to Public Company complete and accurate copies of all Private Company Leases.

Real Property. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (a) As of the Closing, the Company and its Subsidiaries have defensible title to all does not own any real property owned by . Schedule 3.14(a) sets forth a true, correct and complete list of all leases, subleases, licenses or Contracts, including all modifications thereof and amendments thereto including the Facility Lease (each, a “Lease”), under which the Company leases, subleases, licenses or any of its Subsidiaries otherwise uses, operates or holds real property in connection with or otherwise related to the Business (collectivelysuch real property, the “Company Owned Real Property”) and valid leasehold estates in all real property leased, subleased, licensed or otherwise occupied (whether as tenant, subtenant, licensee or pursuant to any other occupancy arrangements) by the Company or any Subsidiary of the Company (collectively, including the improvements, fixtures and structures located thereon, the “Company Leased Real Property” and, together with the Company Owned Real Property, the “Company Real Property”), free and clear of all Encumbrances, except Permitted Encumbrances, (b) the . The Company and its Subsidiaries have defensible title to all Mining Rights included has a valid leasehold interest in the Company Owned Leased Real Property, free and clear of all EncumbrancesLiens, except other than Permitted EncumbrancesLiens, (c) and each agreement under which the Company or any Subsidiary of the Company Lease is the landlordvalid, sublandlord, licensor, tenant, subtenant, licensee or occupant with respect to the Company Leased Real Property (each, a “Company Real Property Lease”) to the knowledge of the Company is binding and in full force and effect and is valid and effect, enforceable against the parties thereto Company in accordance with its terms, subjectsubject to applicable bankruptcy, as insolvency, reorganization, moratorium or other Laws affecting the enforcement of creditors’ rights generally and general principles of equity. True, correct and complete copies of all Leases have been provided to enforceability, to Creditors’ RightsBuyer. (b) The Company has performed all material obligations imposed on it under the Lease, and neither the Company nor any other party thereto is in material default thereunder, nor is there any event that with notice or lapse of its Subsidiariestime, or both, would constitute a material default by the Company or, to the knowledge of the Company, any other party thereto, has received notice of any violation, breach or default under any Company Real Property Lease, and (d) there does not exist any pending or, to the knowledge of the Company, Threatened, condemnation or eminent domain Proceedings that affect any Company Real Property, subject, in each of clauses (a) through (d) above, to adverse proceedings in the Ordinary Coursethereunder. The Company has not granted received or delivered any third written notice of any default under any Lease. There is no pending disagreement or dispute with any other party to any licenseLease, possessory nor is there any pending request or occupancy right or other similar right in process for amendment of any Company Real Property other than Permitted Encumbrances, except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company Lease. (c) The Leased Real Property constitutes all of the real estate, land, buildings, structures and fixtures located thereon and all easements, rights of way, options, coal, mineral, mining, water, surface and other rights and interests appurtenant thereto used property utilized by the Company in and necessary for the operation in all material respects of the respective businesses Business as presently conducted and is sufficient to carry on the Business as presently conducted and as conducted consistent with past practice. (d) There is no pending or, to the Company’s knowledge, threatened appropriation, condemnation or like Action affecting the Leased Real Property or any part thereof or any sale or other disposition of the Leased Real Property or any part thereof in lieu of condemnation, and the Company has not received any written notice of any such appropriation, condemnation or like Action. (e) To the Company’s knowledge, the use of the Leased Real Property, or any portion thereof and its Subsidiaries as currently conductedthe improvements erected thereon, does not, in any material respect, breach, violate or conflict with (i) any covenants, conditions or restrictions applicable thereto, or (ii) the terms and provisions of any Contract relating thereto.

Real Property. Except in any such case as has not had and would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to result in a Company Material Adverse Effect, (a) with respect to the Company and its Subsidiaries have defensible title to all real or immovable property owned by the Company or any its subsidiaries as of its Subsidiaries the date hereof, all of which is listed in the Company Disclosure Letter (collectively, the “Company Owned Real Property”) and valid leasehold estates in all real property leased, subleased, licensed or otherwise occupied (whether as tenant, subtenant, licensee or pursuant to any other occupancy arrangements) by the Company or any Subsidiary of the Company (collectively, including the improvements, fixtures and structures located thereon, the “Company Leased Real Property” and, together with the Company Owned Real Property, the “Company Real Property”), free and clear of all Encumbrances, except Permitted Encumbrances, (bi) the Company or one of its subsidiaries, as applicable, has valid, good and its Subsidiaries have defensible marketable fee simple title to all Mining Rights included in the Company Owned Real Property, free and clear of all Encumbrancesany Liens, except for Permitted Encumbrances, (c) each agreement under which the Company or any Subsidiary of the Company is the landlord, sublandlord, licensor, tenant, subtenant, licensee or occupant with respect to the Company Leased Real Property (each, a “Company Real Property Lease”) to the knowledge of the Company is in full force and effect and is valid and enforceable against the parties thereto in accordance with its terms, subject, as to enforceability, to Creditors’ Rights, and neither the Company nor any of its Subsidiaries, or to the knowledge of the Company, any other party thereto, has received notice of any violation, breach or default under any Company Real Property LeaseLiens, and (dii) there does not exist any pending or, are no outstanding options or rights of first refusal to purchase the knowledge of the Company, Threatened, condemnation or eminent domain Proceedings that affect any Company Owned Real Property, subject, in each of clauses (a) through (d) above, to adverse proceedings in the Ordinary Courseor any portion thereof or interest therein. The Company has not granted any third party any license, possessory or occupancy right or other similar right Except in any Company Real Property other than Permitted Encumbrances, except such case as has not had and would not reasonably be expected to havenot, individually or in the aggregate, a Company Material Adverse Effect. Except as has not had, and would not reasonably be expected to haveresult in a Material Adverse Effect, with respect to the real or immovable property leased, subleased or occupied by the Company or its subsidiaries as of the date hereof (other than Owned Real Property), all of which is listed in the Company Disclosure Letter (the “Leased Real Property”), (A) each lease, sublease or occupancy agreement for such property is valid, legally binding, enforceable and in full force and effect unamended by oral or written agreement, true and complete copies of which (including all related amendments, supplements, notices and ancillary agreements) have been listed in the Company Disclosure Letter, and none of the Company or any of its subsidiaries is in breach of or default under such lease, sublease or occupancy agreement, and no event has occurred which, with notice, lapse of time or both, would constitute a breach or default by the Company or any of its subsidiaries or permit termination, modification or acceleration by any third party thereunder, (B) no third party has repudiated or has the right to terminate or repudiate any such lease, sublease or occupancy agreement (except for the normal exercise of remedies in connection with a default thereunder or any termination rights set forth in the lease, sublease or occupancy agreement) or any provision thereof and (C) none of the leases, subleases or occupancy agreements has been assigned by the Company or any of its subsidiaries in favour of any person. To the knowledge of the Company, no counterparty to any foregoing lease, sublease or occupancy agreement is in material default thereunder. Except in any such case as would not, individually or in the aggregate, reasonably be expected to result in a Company Material Adverse Effect, there are no Liens, except for Permitted Liens, on the Company Real Property constitutes all of the real estateleasehold, land, buildings, structures and fixtures located thereon and all easements, subleasehold or occupancy rights of way, options, coal, mineral, mining, water, surface and other rights and interests appurtenant thereto used in and necessary for the operation in all material respects of the respective businesses of the Company and its Subsidiaries as currently conductedor any subsidiary to any Leased Real Property.

Real Property. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (a) Neither the Company and its Subsidiaries have defensible title to all real property owned by nor any of the Company Subsidiaries currently owns or has ever owned any real property. (b) Section 4.23(b) of its Subsidiaries the Company Disclosure Schedules sets forth (collectivelyi) a true, the “Company Owned Real Property”) correct and valid leasehold estates in complete list of all real property leased, subleased, licensed licensed, sublicensed or otherwise occupied (whether as tenant, subtenant, licensee or pursuant to any other occupancy arrangements) by the Company or any Subsidiary of the Company Subsidiaries (collectivelyeach, including the improvements, fixtures and structures located thereon, the a “Company Leased Real Property” and, together with ”) and (ii) the Company Owned address for each Leased Real Property. The Company has Made Available complete and correct copies of each lease, the sublease, license, sublicense or other occupancy agreement, in each case including all amendments thereto (each, a “Company Real PropertyLease Agreement”), free for each Leased Real Property. The Lease Agreement for each Leased Real Property is a valid and clear binding obligation enforceable against the Company or one of all Encumbrancesthe Company Subsidiaries, as applicable, in accordance with its terms, except Permitted Encumbrancesas such enforceability may be limited by bankruptcy, (b) insolvency, moratorium and other similar Applicable Law affecting creditors’ rights generally and by general principles of equity, and is in full force and effect. The Company or one of the Company and its Subsidiaries have defensible title to all Mining Rights included has a valid leasehold, subleasehold, license, sublicense or similar interest in the Company Owned each Leased Real Property, free and clear of all Encumbrances, Liens except for Permitted Encumbrances, (c) each agreement under which Liens and there is no uncured material default or material breach by the Company or any Subsidiary of the Company is the landlordSubsidiaries under any Lease Agreement or, sublandlord, licensor, tenant, subtenant, licensee or occupant with respect to the Company Leased Real Property (eachCompany’s Knowledge, any counterparty to a “Company Real Property Lease”) to Lease Agreement nor any event or condition which, with the knowledge giving of notice or passage of time or both, would constitute a material default or material breach by the Company is in full force and effect and is valid and enforceable against the parties thereto in accordance with its terms, subject, as or any Company Subsidiary or any counterparty to enforceability, to Creditors’ Rights, and neither a Lease Agreement. Neither the Company nor any of its SubsidiariesCompany Subsidiary under any Lease Agreement has, since the Audited Balance Sheet Date, provided or to the knowledge of the Company, received any other party thereto, has received written notice of any violation, breach intention to terminate or default under seek renegotiation of any Company Real Property Lease, and (d) there does not exist any pending or, to the knowledge of the Company, Threatened, condemnation or eminent domain Proceedings that affect any Company Real Property, subject, in each of clauses (a) through (d) above, to adverse proceedings in the Ordinary Course. The Company has not granted any third party any license, possessory or occupancy right or other similar right in any Company Real Property other than Permitted Encumbrances, except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company Real Property constitutes all of the real estate, land, buildings, structures and fixtures located thereon and all easements, rights of way, options, coal, mineral, mining, water, surface and other rights and interests appurtenant thereto used in and necessary for the operation in all material respects of the respective businesses of the Company and its Subsidiaries as currently conductedLease Agreement.

Real Property. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (a) Section 3.17(a) of the Company and its Subsidiaries have defensible title to Disclosure Schedule identifies all of the real property estate owned by the Company or any of its Subsidiaries (collectively, the “Company Owned Real Property”) and valid leasehold estates in all real property leased, subleased, licensed or otherwise occupied (whether as tenant, subtenant, licensee or pursuant to any other occupancy arrangements) by the Company or any Subsidiary of the Company date of this Agreement (collectivelytogether with all of the buildings, including the improvements, fixtures structures and structures other improvements located thereon, the “Company Leased Real Property” and, together with the Company Owned Real Property, the “Company Real Property”), free and clear . The Company or one of all Encumbrances, except Permitted Encumbrances, (b) the Company and its Subsidiaries have defensible has good and valid title to all Mining Rights included in the Company Owned Real Property, free and clear of all Encumbrances, except Liens (other than Permitted Encumbrances). There are no parties in possession of any parcel of Owned Real Property or any portion thereof other than the Company or a Subsidiary of the Company, and there are no leases, subleases, licenses, concessions or other agreements, written or oral, granting to any third party or parties the right of use or occupancy of any of the Owned Real Property or any portion thereof. There are no outstanding options or rights of first refusal in favor of any third party to purchase the Owned Real Property or any portion thereof or interest therein. (cb) Section 3.17(b) of the Company Disclosure Schedule sets forth a true, correct and complete list of all real property subject to a lease, sublease or other occupancy agreement (each agreement under a “Real Estate Lease”) which demises more than 5,000 square feet of rentable area for use by the Company or any Subsidiary of its Subsidiaries as of the Company is date of this Agreement (collectively, including the landlordbuildings, sublandlordstructures and other improvements located thereon, licensor, tenant, subtenant, licensee or occupant with respect to the Company “Leased Real Property (each, a “Company Real Property LeaseProperty”) to the knowledge of the Company is in full force and effect and is valid and enforceable against the parties thereto in accordance with its terms, subject, as to enforceability, to Creditors’ Rights), and neither the Company nor any of its Subsidiaries, or to the knowledge of the Company, any other party thereto, has received notice of any violation, breach or default under any Company Real Property Lease, and (d) there does not exist any pending or, to the knowledge of the Company, Threatened, condemnation or eminent domain Proceedings that affect any Company for each Leased Real Property, subject, in each identifies the street address of clauses (a) through (d) above, to adverse proceedings in the Ordinary Coursesuch Leased Real Property. The Company has not granted any third party any license, possessory or occupancy right or other similar right in any Company Real Property other than Permitted Encumbrances, except Except as has not had and would not reasonably be expected to havenot, individually or in the aggregate, a Company Material Adverse Effect. Except as has not had, and would not reasonably be expected to havehave a Material Adverse Effect, the Company or one of its Subsidiaries has a valid leasehold interest in, and enjoys actual, exclusive, peaceful and undisturbed possession of, the relevant Leased Real Property, in each case free and clear of all Liens of any nature whatsoever other than and subject to Permitted Encumbrances. Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, the Company Real Property constitutes all of the real estatethere are no leases, landsubleases, buildingslicenses, structures and fixtures located thereon and all easements, rights of wayoccupancy agreements, options, coalrights or other agreements or arrangements to which the Company or any of its Subsidiaries is a party, mineralgranting to any Person the right to use, mining, water, surface and other rights and interests appurtenant thereto used occupy or otherwise obtain a real property interest in and necessary for the operation in all material respects any of the respective businesses Leased Real Property. (c) True, correct and complete copies of each Real Estate Lease have been made available to Parent prior to the Company and its Subsidiaries as currently conducteddate hereof, including, any amendments, modifications or changes thereto.

Real Property. Except as has not had and would not reasonably be expected to have, individually or in In the aggregate, a Company Material Adverse Effect, (a) case of the Company only, (1) Section 5.03(x)(1) of the Disclosure Schedule contains a true and complete list of all real property leases, ground leases, licenses, tenancies, subleases and all other occupancy agreements (the “Leases”) to which the Company or any of its Subsidiaries have defensible is a party (including all amendments, modifications, supplements, renewals, extensions and guarantees related thereto) (the space and real property subject to such leases, the “Leased Property”) and the Company has made available to Parent a true and complete copy of each of the Leases. The Company or its Subsidiary has good and valid title to all real property owned its personal property, free and clear of all Liens (except for Permitted Liens) and has a good and valid title to the leasehold estate in all Leased Property, free and clear of all Liens (except for Permitted Liens), sufficient to conduct their business as currently conducted. The Leases are valid and binding against the Company in accordance with their terms and are in full force and effect. There is not, under any of the Leases, any existing default or violation by the Company or any of its Subsidiaries (collectivelySubsidiaries, nor to the Company’s Knowledge, any existing default or violation by any counterparty to any Lease, nor to the Company’s Knowledge any event or circumstance which, without notice or lapse of time or both, would become a default or violation by a party to the Leases or give rise to a right of termination or cancellation under any of the Leases. Except for any Permitted Liens, the “Company Owned Real nor any of its Subsidiaries has assigned, transferred, conveyed, mortgaged, or encumbered any interest in any Leased Property”. (2) The Company has good, valid and valid leasehold estates in all indefeasible fee simple title to the real property leased, subleased, licensed or otherwise occupied (whether as tenant, subtenant, licensee or pursuant to any other occupancy arrangementsidentified on Section 5.03(x)(2) by the Company or any Subsidiary of the Company Disclosure Schedule (collectively, including the improvements, fixtures and structures located thereon, the “Company Leased Real Property” and, together with the Company Owned Real Property, the “Company Real Property”), free and clear of all EncumbrancesLiens, except for Permitted EncumbrancesLiens. There is no pending, (b) and the Company has not received any written notice of any threatened, and, to the Company’s Knowledge, there is no contemplated condemnation proceeding affecting the Owned Property or any part thereof or any pending or threatened sale or other disposition of the Owned Property or any part thereof in lieu of condemnation. To the Company’s Knowledge, the uses for which the Owned Property is zoned do not restrict, or in any material manner impair, the use of the Owned Property for purposes of the businesses of the Company and its Subsidiaries have defensible title to the construction on the Owned Property complies in all Mining Rights included material respects with all applicable building and zoning codes, deed restrictions, ordinances and rules in effect at the Company Owned Real Property, free and clear of all Encumbrances, except Permitted Encumbrances, (c) each agreement under which the Company or any Subsidiary of the Company is the landlord, sublandlord, licensor, tenant, subtenant, licensee or occupant with respect to the Company Leased Real Property (each, a “Company Real Property Lease”) to the knowledge of the Company is in full force and effect and is valid and enforceable against the parties thereto in accordance with its terms, subject, as to enforceability, to Creditors’ Rights, and neither the Company nor any of its Subsidiaries, or to the knowledge of the Company, any other party thereto, has received notice of any violation, breach or default under any Company Real Property Lease, and (d) there does not exist any pending or, to the knowledge of the Company, Threatened, condemnation or eminent domain Proceedings that affect any Company Real Property, subject, in each of clauses (a) through (d) above, to adverse proceedings in the Ordinary Coursetime such construction was made. The Company has not granted received any third party written notice from any licenseGovernmental Authorities of any material violation of any applicable zoning law and to the Company’s Knowledge, possessory or occupancy right or other similar right in any Company Real Property other than Permitted Encumbrances, except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company Real Property constitutes all of the real estate, land, buildings, structures and fixtures located thereon and all easements, rights of way, options, coal, mineral, mining, water, surface and other rights and interests appurtenant thereto used in and necessary for the operation in all no such material respects of the respective businesses of the Company and its Subsidiaries as currently conductedviolation exists.

Real Property. Except as has not had (i) Leases. Schedule 6(dd) annexed hereto contains a complete and would not reasonably be expected correct list of all real estate leases (the "Leases") pursuant to have, individually or in the aggregate, a Company Material Adverse Effect, (a) which the Company and its Subsidiaries have defensible title to all or the Subsidiary occupies or uses real property owned in connection with the Company's Video Business and the Subsidiary's business, respectively, setting forth the address, landlord, remaining terms, base rent and tenant for each Lease. The Company has delivered to the Purchaser correct and complete copies of the Leases. Each Lease is legal, valid, binding, enforceable, and in full force and effect, except as may be limited by bankruptcy, insolvency, reorganization and similar Applicable Laws affecting creditors generally and by the availability of equitable remedies. Neither the Company or the Subsidiary nor the landlord under any of the Leases is (or upon the consummation of the transactions contemplated hereby, will be) in default, violation or breach in any respect under any Lease, and no event has occurred and is continuing that constitutes or, with notice or the passage of time or both, would constitute a default, violation or breach in any respect under any Lease. None of the Leases have been pledged, mortgaged, assigned, modified or amended by the Company or any of its Subsidiaries (collectively, the “Company Owned Real Property”) Subsidiary. Each Lease grants the tenant under the Lease the exclusive right to use and valid leasehold estates in all real property leased, subleased, licensed or otherwise occupied (whether as tenant, subtenant, licensee or pursuant to any other occupancy arrangements) by occupy the Company or any Subsidiary demised premises thereunder. Each of the Company (collectivelyand the Subsidiary, including as the improvementscase may be, fixtures has good and structures located thereon, valid title to the “Company Leased Real Property” and, together with the Company Owned Real Property, the “Company Real Property”), leasehold estate under each Lease free and clear of all Encumbrances, except Permitted Encumbrances, (b) the Company and its Subsidiaries have defensible title to all Mining Rights included in the Company Owned Real Property, free and clear of all Encumbrances, except Permitted Encumbrances, (c) each agreement under which liens created by the Company or any Subsidiary of the Company is the landlord, sublandlord, licensor, tenant, subtenant, licensee or occupant with respect to the Company Leased Real Property (each, a “Company Real Property Lease”) to the knowledge of the Company is in full force and effect and is valid and enforceable against the parties thereto in accordance with its terms, subjectSubsidiary, as to enforceability, to Creditors’ Rights, and neither the Company nor any of its Subsidiaries, or to the knowledge of the Company, any other party thereto, has received notice of any violation, breach or default under any Company Real Property Lease, and (d) there does not exist any pending or, to the knowledge of the Company, Threatened, condemnation or eminent domain Proceedings that affect any Company Real Property, subject, in each of clauses (a) through (d) above, to adverse proceedings in the Ordinary Coursecase may be. The Company has not granted any third party any license, possessory or occupancy right or other similar right in any Company Real Property other than Permitted Encumbrances, except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company Real Property constitutes all of the real estate, land, buildings, structures and fixtures located thereon and all easements, rights of way, options, coal, mineral, mining, water, surface and other rights and interests appurtenant thereto used in and necessary for the operation in all material respects of the respective businesses Each of the Company and the Subsidiary, as the case may be, enjoys peaceful and undisturbed possession under its Subsidiaries respective Leases for the leased real property. Except as currently conductedset forth on Schedule 6(dd) annexed hereto, no consent is required by any landlord, lessor, ground lessor, mortgagee, or other party holding any interest in connection with or in respect of any of the Leases, by virtue of the transactions contemplated hereby.

Real Property. (i) Except in any such case as has not had and would not reasonably be expected to haveis not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect, (a) with respect to the Company and its Subsidiaries have defensible title to all real property owned by the Company or any of its Subsidiaries (collectively, the “Company Owned Real Property”) and valid leasehold estates in all real property leased, subleased, licensed or otherwise occupied (whether as tenant, subtenant, licensee or pursuant to any other occupancy arrangements) by the Company or any Subsidiary of the Company (collectively, including the improvements, fixtures and structures located thereon, the “Company Leased Real Property” and, together with the Company Owned Real Property, the “Company Real Property”), free and clear of all Encumbrances, except Permitted Encumbrances, (bA) the Company or one of its Subsidiaries, as applicable, has good and its Subsidiaries have defensible marketable title to all Mining Rights included in the Company Owned Real Property, free and clear of all Encumbrancesany Encumbrance, except Permitted Encumbrancesand (B) there are no outstanding options or rights of first refusal or contracts to purchase the Owned Real Property, or any portion of the Owned Real Property or interest therein. (cii) each agreement under which With respect to the real property leased or subleased to the Company or any Subsidiary of its Subsidiaries (the Company “Leased Real Property”), the lease or sublease for such property is the landlordvalid, sublandlordlegally binding, licensor, tenant, subtenant, licensee or occupant enforceable and in full force and effect with respect to the Company Leased Real Property (each, a “Company Real Property Lease”) to the knowledge of the Company is in full force or Subsidiary party thereto and effect and is valid and enforceable against the parties thereto in accordance with its terms, subject, as to enforceability, to Creditors’ Rights, and neither the Company nor any of its Subsidiaries, or to the knowledge of the Company, any each other party thereto, has received notice and none of the Company or any violation, of its Subsidiaries is in breach or violation of or default under any Company Real Property Leasesuch lease or sublease, and (d) there does not exist no event has occurred which, with notice, lapse of time or both, would constitute a breach, violation or default by any pending or, to the knowledge of the CompanyCompany or its Subsidiaries or permit termination, Threatened, condemnation modification or eminent domain Proceedings that affect any Company Real Property, subject, in each of clauses (a) through (d) above, to adverse proceedings in the Ordinary Course. The Company has not granted acceleration or repudiation by any third party any license, possessory or occupancy right or other similar right in any Company Real Property other than Permitted Encumbrancesthereunder, except as has not had and would not reasonably in each case, for such invalidity, failure to be expected to havebinding, unenforceability, ineffectiveness, breaches, violations, defaults, charges, terminations, modifications, accelerations or repudiations that is not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect. (iii) Section 5.1(k)(iii) of the Company Disclosure Letter contains a true and complete list of all Owned Real Property and, as of the date of this Agreement, Leased Real Property. Except as set forth in Section 5.1(k)(iii) of the Company Disclosure Letter, there has been no assignment or sublease, as of the date of this Agreement, of the Leased Real Property. Section 5.1(k)(iii) of the Company Disclosure Letter sets forth (x) a description of the principal functions conducted at each such parcel of Owned Real Property and Leased Real Property and (y) the street address of each such parcel of Owned Real Property and Leased Real Property. (iv) For purposes of Section 5.1(k)(i) only, “Encumbrance” means any mortgage, lien, pledge, charge, security interest, easement, covenant, or other restriction or title matter or encumbrance of any kind in respect of such asset but specifically excludes (A) specified encumbrances described in Section 5.1(k)(iv) of the Company Disclosure Letter; (B) encumbrances for current Taxes or other governmental charges not hadyet due and payable 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; (C) mechanics’, carriers’, workmen’s, repairmen’s, lessor’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 material default on the part of Company, 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; (D) roads, highways and other public rights of way; (E) zoning, land use and other Laws; (F) any matters that would be shown by an accurate survey that do not reasonably be expected materially impair the continued use or operation of the real property to havewhich they relate and, with respect to Owned Real Property, do not materially impair the value or the ability to liquidate the real property to which they relate; and (G) other Liens or encumbrances that are not material in amount and that do not, individually or in the aggregate, a Company Material Adverse Effect, materially impair the Company Real Property constitutes all continued use or operation of the real estate, land, buildings, structures and fixtures located thereon and all easements, rights of way, options, coal, mineral, mining, water, surface and other rights and interests appurtenant thereto used in and necessary for property to which they relate or the operation in all material respects conduct of the respective businesses business of the Company and its Subsidiaries as currently presently conducted.

Real Property. Except (a) Schedule 4.8(a) sets forth the address and/or location and the use within the System of each parcel of Owned Real Property. The Cable Venture or Cable Corp., as the case may be, (i) has good, marketable and insurable fee simple title to each such parcel of Owned Real Property and all buildings, structures and other improvements thereon, in each case free and clear of all Liens other than Permitted Liens, and (ii) has not had leased or otherwise granted to any Person the right to use or occupy such Owned Real Property (other than Permitted Liens), and there are no outstanding options, rights of first offer or rights of first refusal to purchase such Owned Real Property. (b) All leases, subleases, licenses and other agreements (written or oral) under which either Company holds any Leased Real Property (“Leases”) as of the date of this Agreement (or the date otherwise set forth in such Schedule) are set forth on Schedule 4.8(b). True and correct copies of each such Lease, including all effective amendments thereto, have been made available to the Buyer. Each Company is in compliance with the terms and conditions of such Leases to which it is a party, except for any failure of compliance that has not caused and would not reasonably be expected to have, individually or in the aggregate, cause a Company Material Adverse Effect. With respect to each of the Leases: except as set forth on Schedule 4.8(b), (ai) such Lease is (or, in the case of the Cable Venture, upon entry of the Confirmation Order will be) legal, valid, binding, enforceable and in full force and effect; (ii) after giving effect to the Confirmation Order, the Transactions do not require the consent of any other party to such Lease, will not result in a breach of or default under such Lease, or otherwise cause such Lease to cease to be legal, valid, binding, enforceable and in full force and effect following the Closing; (iii) neither of the Companies and, to the Companies’ Knowledge, no other party to the Lease, is in breach or default in any material respect under such Lease, and to the Companies’ Knowledge, 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 or modification of such Lease or acceleration of rent under such Lease; (iv) no security deposit or portion thereof deposited with respect to such Lease has been applied in respect of a breach or default under such Lease which has not been redeposited in full; (v) upon entry of the Confirmation Order neither of the Companies will owe any brokerage commissions or finder’s fees with respect to such Lease; (vi) the Company and its Subsidiaries Companies have defensible title to all real property owned by the Company or any of its Subsidiaries (collectively, the “Company Owned Real Property”) and valid leasehold estates in all real property leased, not subleased, licensed or otherwise occupied (whether as tenant, subtenant, licensee granted any Person the right to use or pursuant to any other occupancy arrangements) by the Company or any Subsidiary of the Company (collectively, including the improvements, fixtures and structures located thereon, the “Company Leased Real Property” and, together with the Company Owned Real Property, the “Company Real Property”), free and clear of all Encumbrances, except Permitted Encumbrances, (b) the Company and its Subsidiaries have defensible title to all Mining Rights included in the Company Owned Real Property, free and clear of all Encumbrances, except Permitted Encumbrances, (c) each agreement under which the Company or any Subsidiary of the Company is the landlord, sublandlord, licensor, tenant, subtenant, licensee or occupant with respect to the Company occupy such Leased Real Property (eachor any portion thereof, a “Company Real Property Lease”) to the knowledge of the Company is in full force and effect and is valid and enforceable against the parties thereto in accordance with its terms, subject, as to enforceability, to Creditors’ Rights, and neither the Company nor any of its Subsidiaries, or to the knowledge of the Company, any other party thereto, has received notice of any violation, breach or default under any Company Real Property Lease, and (d) there does not exist any pending or, to the knowledge of the Company, Threatened, condemnation or eminent domain Proceedings that affect any Company Real Property, subject, in each of clauses (a) through (d) above, to adverse proceedings in the Ordinary Course. The Company has not granted any third party any license, possessory or occupancy right or other similar right in any Company Real Property other than Permitted Encumbrances, except as has Liens ; (vii) the Companies have not had collaterally assigned or granted any other security interest in such Lease or any interest therein; and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company Real Property constitutes all (viii) upon entry of the real estateConfirmation Order there will be no Liens on the estate or interest created by such Lease, land, buildings, structures and fixtures located thereon and all easements, rights of way, options, coal, mineral, mining, water, surface and other rights and interests appurtenant thereto used in and necessary for the operation in all material respects of the respective businesses of the Company and its Subsidiaries as currently conductedthan Permitted Liens.

Real Property. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (a) Except for the Oil and Gas Properties and except as set forth in Section 4.14(a) of the Company and Disclosure Letter, neither the Company nor any of its Subsidiaries have defensible title to all owns any real property. (b) Section 4.14(b) of the Company Disclosure Letter contains a complete and accurate list of any real property owned (other than Oil and Gas Properties) leased, subleased or licensed by the Company or any of its Subsidiaries (collectivelysuch property, the “Company Owned 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 such 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 all real property leased, subleased, licensed or otherwise occupied (whether as tenant, subtenant, licensee or pursuant to any other occupancy arrangements) by the Company or any Subsidiary of the Company (collectively, including the improvements, fixtures and structures located thereon, the “Company Leased Real Property” and, together with the Company Owned Real Property, the “Company Real Property”), free and clear of all Encumbrances, except Permitted Encumbrances, (b) the Company and its Subsidiaries have defensible title to all Mining Rights included in the Company Owned Real Property, free and clear of all Encumbrances, except Liens other than Permitted Encumbrances, Liens. (c) each agreement under which Section 4.14(c) of the Company Disclosure Letter contains a complete and accurate list of all of the existing Leases granting to any Person, other than the Company or any Subsidiary of its Subsidiaries, any right to use or occupy, now or in the future, any portion of the Leased Real Property. (d) All of the Leases set forth in Section 4.14(b) and Section 4.14(c) of the Company is the landlord, sublandlord, licensor, tenant, subtenant, licensee or occupant with respect to the Company Leased Real Property (each, a “Company Real Property Lease”) to the knowledge of the Company is Disclosure Letter are each in full force and effect and is valid and enforceable against the parties thereto in accordance with its terms, subject, as to enforceability, to Creditors’ Rights, and neither the Company nor any of its SubsidiariesSubsidiaries is in breach of or default under, or has received written notice of any breach of or default under, any Lease, and, to the knowledge Knowledge of the Company, 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, has received notice of any violation, breach or default under any Company Real Property Lease, and (d) there does not exist any pending or, to the knowledge of the Company, Threatened, condemnation or eminent domain Proceedings that affect any Company Real Property, subject, thereto in each of clauses (a) through (d) above, to adverse proceedings in the Ordinary Course. The Company has not granted any third party any license, possessory or occupancy right or other similar right in any Company Real Property other than Permitted Encumbrances, case except as has not had and would is not reasonably be expected likely to haveresult, individually or in the aggregate, in a Company Material Adverse Effect. Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company Real Property constitutes all of the real estate, land, buildings, structures and fixtures located thereon and all easements, rights of way, options, coal, mineral, mining, water, surface and other rights and interests appurtenant thereto used in and necessary for the operation in all material respects of the respective businesses of the Company and its Subsidiaries as currently conducted.

Real Property. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (a) Neither the Company nor any of its Subsidiaries owns any real property. (b) Except as set forth in Section 3.16(b) of the Sellers and Company Disclosure Schedule, the Company has made available to the Purchaser true and complete information regarding all real property leased or subleased to the Company or any of its Subsidiaries as a tenant or subtenant (the “Company Leased Real Property”). A correct and complete copy of all real property leases and subleases relating to the Company Leased Real Property (the “Company Leases”) and all ancillary documents pertaining thereto, which the Company or any of its Subsidiaries is a party to or is bound by, has been made available to the Purchaser. Except as set forth in Section 3.16(b) of the Sellers and Company Disclosure Schedule, (i) each Company Lease is in full force and effect and enforceable against the Company or any of its Subsidiaries that is a party thereto and, to the Company’s Knowledge, the other parties thereto, in accordance with its terms, subject to the Bankruptcy and Equity Exceptions, (ii) none of the Company and its Subsidiaries have defensible title is in material breach of or default under any Company Lease, (iii) no event has occurred that, with notice or lapse of time or both, is reasonably likely to constitute a material breach or default by the Company or any of its Subsidiaries under any Company Lease, and (iv) all real property improvements and fixtures and equipment located on the Company Leased Real Property and owned by the Company or any of its Subsidiaries and used in the business of the Company and/or its Subsidiaries (collectivelyx) are in reasonably good condition and repair, subject to reasonable wear and tear, and (y) are sufficient for the “Company Owned Real Property”) current and valid leasehold estates in all real property leased, subleased, licensed or otherwise occupied (whether as tenant, subtenant, licensee or pursuant to any other occupancy arrangements) by currently contemplated operation of the business of the Company or any Subsidiary of the Company (collectively, including the improvements, fixtures and structures located thereon, the “Company Leased Real Property” and, together with the Company Owned Real Property, the “Company Real Property”), free and clear of all Encumbrances, except Permitted Encumbrances, (b) the Company and its Subsidiaries have defensible title to all Mining Rights included in the Company Owned Real Property, free and clear of all Encumbrances, except Permitted Encumbrances, (c) each agreement under which the Company or any Subsidiary of the Company is the landlord, sublandlord, licensor, tenant, subtenant, licensee or occupant with respect to the Company Leased Real Property (each, a “Company Real Property Lease”) to the knowledge of the Company is in full force and effect and is valid and enforceable against the parties thereto in accordance with its terms, subject, as to enforceability, to Creditors’ Rights, and neither the Company nor any of its Subsidiaries, or to as the knowledge of the Company, any other party thereto, has received notice of any violation, breach or default under any Company Real Property Lease, and (d) there does not exist any pending or, to the knowledge of the Company, Threatened, condemnation or eminent domain Proceedings that affect any Company Real Property, subject, in each of clauses (a) through (d) above, to adverse proceedings in the Ordinary Course. The Company has not granted any third party any license, possessory or occupancy right or other similar right in any Company Real Property other than Permitted Encumbrances, except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company Real Property constitutes all of the real estate, land, buildings, structures and fixtures located thereon and all easements, rights of way, options, coal, mineral, mining, water, surface and other rights and interests appurtenant thereto used in and necessary for the operation in all material respects of the respective businesses of the Company and its Subsidiaries as currently conductedcase may be.

Real Property. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (a) Except as set forth on Schedule 4.23, the Company Group Parties do not own, or otherwise have an ownership interest in, any Real Property, including under any Real Property lease, sublease, space sharing, license or other occupancy agreement. Each Group Party has good, valid and its Subsidiaries have defensible subsisting title to all real property owned by the Company or any of its Subsidiaries (collectively, the “Company Owned Real Property”) and valid respective leasehold estates in all real property leased, subleased, licensed or otherwise occupied (whether as tenant, subtenant, licensee or pursuant to any other occupancy arrangements) by the Company or any Subsidiary of the Company (collectively, including the improvements, fixtures and structures located thereon, the “Company Leased Real Property” and, together with the Company Owned Real Property, the “Company Real Property”)offices described on Schedule 4.23, free and clear of all EncumbrancesLiens. No Group Party has breached or violated any local zoning ordinance in any way that would materially interfere with the Group Parties, except Permitted Encumbrances, and no written notice from any Authority has been received by a Group Party or served upon a Group Party claiming any violation of any local zoning ordinance. (b) With respect to each of the Company Leases: (i) it is valid, binding and its Subsidiaries in full force and effect; (ii) all rents and additional rents and other sums, expenses and charges due thereunder have defensible title to all Mining Rights included been paid; (iii) the lessee has been in peaceable possession since the Company Owned Real Propertycommencement of the original term thereof; (iv) no waiver, indulgence or postponement of the lessee’s obligations thereunder has been granted by the lessor; (v) there exist no default or event of default thereunder by the Group Parties, by any other party thereto; (vi) there exists no occurrence, condition or act which, with the giving of notice, the lapse of time or the happening of any further event or condition, would become a default or event of default by the Group Parties thereunder; and (vii) there are no outstanding claims of breach or indemnification or notice of default or termination thereunder. The Group Parties hold the leasehold estate on each of the Leases, free and clear of all Encumbrances, Liens except Permitted Encumbrances, (c) each agreement under which for the Company or any Subsidiary Liens of mortgagees of the Company is the landlord, sublandlord, licensor, tenant, subtenant, licensee or occupant with respect to the Company Leased Real Property (each, a “Company in which such leasehold estate is located. The Real Property Lease”) to the knowledge of the Company leased by any Group Party is in full force a state of maintenance and effect and is valid and enforceable against the parties thereto in accordance with its terms, subject, as to enforceability, to Creditors’ Rights, and neither the Company nor any of its Subsidiaries, or to the knowledge of the Company, any other party thereto, has received notice of any violation, breach or default under any Company Real Property Lease, and (d) there does not exist any pending or, to the knowledge of the Company, Threatened, condemnation or eminent domain Proceedings that affect any Company Real Property, subject, in each of clauses (a) through (d) above, to adverse proceedings in the Ordinary Course. The Company has not granted any third party any license, possessory or occupancy right or other similar right in any Company Real Property other than Permitted Encumbrances, except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company Real Property constitutes all of the real estate, land, buildings, structures and fixtures located thereon and all easements, rights of way, options, coal, mineral, mining, water, surface and other rights and interests appurtenant thereto used in and necessary for the operation repair in all material respects adequate and suitable for the purposes for which it is presently being used, and there are no material repair or restoration works likely to be required in connection with any of the respective businesses leased Real Properties. Such Group Party is in physical possession and actual and exclusive occupation of the Company and its Subsidiaries as currently conductedwhole of the leased property, none of which is subleased or assigned to another Person. Each of the Leases provides for the leasing of all useable square footage of the premise located at the leased Real Property. The Group Parties does not owe any brokerage commission with respect to any Real Property.

Real Property. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (a) The Company does not have and has not ever had any Owned Real Property. (b) Schedule 5.18(b) of the Company Disclosure Letter contains a true, correct and complete list, as of the date of this Agreement, of all Leases, including the address of each Leased Real Property. As of the date hereof, the Leased Real Property identified on Schedule 5.18(b) of the Company Disclosure Letter comprise all of the real property used or otherwise related to, the business of the Company and its Subsidiaries have defensible title as it is currently conducted. Neither the Company nor any Subsidiary of the Company is party to any agreement or option to purchase or sell any Leased Real Property or interest therein. (c) The Company has made available to SPAC true, correct and complete copies of the leases, subleases, licenses, occupancy agreements, or any other contracts (including all real property owned by material modifications, amendments, guarantees, supplements, waivers and side letters thereto) pursuant to which the Company or any of its Subsidiaries occupy (collectively, or have been granted an option to occupy) the “Company Owned Real Property”) and valid leasehold estates in all real property leased, subleased, licensed or otherwise occupied (whether as tenant, subtenant, licensee or pursuant to any other occupancy arrangements) by the Company or any Subsidiary of the Company (collectively, including the improvements, fixtures and structures located thereon, the “Company Leased Real Property” and, together with the Company Owned Real Property, the “Company Real Property”), free and clear of all Encumbrances, except Permitted Encumbrances, (b) the Company and its Subsidiaries have defensible title to all Mining Rights included in the Company Owned Real Property, free and clear of all Encumbrances, except Permitted Encumbrances, (c) each agreement under which the Company Property or any Subsidiary of the Company is the landlord, sublandlord, licensor, tenant, subtenant, licensee or occupant otherwise a party with respect to the Company Leased Real Property (eachthe “Leases”). The Company or one of its Subsidiaries has a valid and subsisting leasehold or subleasehold estate in, a “and enjoys peaceful and undisturbed possession of, all Leased Real Property, subject only to Permitted Liens. With respect to each Lease, (i) such Lease is valid, binding and enforceable and in full force and effect against the Company Real Property Lease”) or one of its Subsidiaries and, to the knowledge of the Company is knowledge, the other party thereto, subject to the Enforceability Exceptions, (ii) each Lease has not been materially amended or modified except as reflected in full force the modifications, amendments, supplements, waivers and effect and is valid and enforceable against the parties thereto in accordance with its termsside letters made available to SPAC, subject, as to enforceability, to Creditors’ Rights, and (iii) neither the Company nor one of its Subsidiaries has received or given any written notice of material default or material breach under any of its Subsidiaries, or the Leases and to the knowledge of the Company, any other party thereto, neither the Company nor its Subsidiaries has received oral notice of any violationmaterial default that has not been cured within the applicable cure period, breach (iv) as of the date of this Agreement, the Company has not received written notice from any Governmental Authority regarding intent to modify, suspend or default under revoke any Company Real Property Lease, and (dv) there does not exist under any pending Lease any event or condition which, with notice or lapse of time or both, would become a material default by the Company or one of its Subsidiaries or, to the knowledge of the Company, Threatened, condemnation or eminent domain Proceedings that affect any Company Real Property, subject, in each of clauses (a) through the other party thereto. (d) above, Neither the Company nor its Subsidiaries subleases or grants any other Person the right to adverse proceedings use or occupy Leased Real Property (and no such agreement is currently in effect). Neither the Company nor its Subsidiaries has collaterally assigned or granted any other security interest in the Ordinary Course. The Company has not granted any third party any license, possessory or occupancy right or other similar right in any Company Leased Real Property or any interest therein which is still in effect. Neither the Company nor any of its Subsidiaries is in material default or violation of, or not in compliance with, any legal requirements applicable to its occupancy of the Leased Real Property. No construction or expansion is currently being performed or is planned by the Company or its Subsidiaries (or to the knowledge of the Company, by and other than Permitted Encumbrances, except as has not had and would not reasonably be party to any Lease) at any Leased Real Property that is expected to have, individually result in liability to the Company or any of its Subsidiaries (including in the aggregate, a Company Material Adverse Effect. Except as has not had, and would not reasonably be expected to have, individually or ) after the date of this Agreement in the aggregate, a Company Material Adverse Effect, the Company Real Property constitutes all excess of the real estate, land, buildings, structures and fixtures located thereon and all easements, rights of way, options, coal, mineral, mining, water, surface and other rights and interests appurtenant thereto used in and necessary for the operation in all material respects of the respective businesses of the Company and its Subsidiaries as currently conducted$500,000.

Real Property. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (a) None of the Acquired Companies owns any real property. Section 3.11(a) of the Company and its Subsidiaries have defensible title to Disclosure Letter sets forth a list of all real property owned (the “Leased Real Property”) currently leased to any Acquired Company by a third party pursuant to a lease, sublease or other similar agreement under which any Acquired Company is the Company lessee or any sublessee as of its Subsidiaries the date hereof (collectively, the “Company Owned Real PropertyLeases”). Except as set forth on Section 3.11(b) of the Company Disclosure Letter, (a) each Company Lease (i) constitutes a valid and binding obligation of the Acquired Company party thereto, and (ii) assuming such Company Lease is binding and enforceable against the other parties thereto, is enforceable against the Acquired Company party thereto, except that such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Laws now or hereafter in effect relating to or affecting the rights and remedies of creditors and general principles of equity (whether considered in a proceeding at Law or in equity) and valid leasehold estates the discretion of a court before which any proceeding therefor may be brought, (b) no Acquired Company is or, to the Knowledge of the Company, is alleged to be in all real property leasedbreach of or default in any material respect under any Company Lease, (c) to the Knowledge of the Company, no counterparty is in breach of or default in any material respect under any Company Lease, (d) the Acquired Company has not subleased, licensed or otherwise occupied (whether as tenant, subtenant, licensee granted any Person the right to use or pursuant to any other occupancy arrangements) by the Company or any Subsidiary of the Company (collectively, including the improvements, fixtures and structures located thereon, the “Company Leased Real Property” and, together with the Company Owned Real Property, the “Company Real Property”), free and clear of all Encumbrances, except Permitted Encumbrances, (b) the Company and its Subsidiaries have defensible title to all Mining Rights included in the Company Owned Real Property, free and clear of all Encumbrances, except Permitted Encumbrances, (c) each agreement under which the Company or any Subsidiary of the Company is the landlord, sublandlord, licensor, tenant, subtenant, licensee or occupant with respect to the Company occupy such Leased Real Property or any portion thereof, (each, a “e) the Acquired Company Real Property Lease”) to the knowledge of the Company is in full force and effect and is valid and enforceable against the parties thereto in accordance with its terms, subject, as to enforceability, to Creditors’ Rights, and neither the Company nor any of its Subsidiaries, has not collaterally assigned or to the knowledge of the Company, granted any other party thereto, has received notice of security interest in such Company Lease or any violation, breach or default under any Company Real Property Lease, interest therein and (df) there does not exist any is no condemnation, expropriation or other proceeding in eminent domain pending or, to the knowledge Knowledge of the Company, Threatenedthreatened, condemnation affecting any Leased Real Property or eminent domain Proceedings that affect any Company Real Propertyportion thereof or interest therein. There is no injunction, subjectdecree, in each of clauses (a) through (d) aboveorder, writ or judgment outstanding, nor any claims, litigation, administrative actions or similar proceedings pending or, to adverse proceedings in the Ordinary Course. The Company has not granted any third party any licenseCompany’s Knowledge, possessory threatened, relating to the ownership, lease, use or occupancy right or other similar right in any Company of the Real Property other than Permitted Encumbrancesor any portion thereof, except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company Real Property constitutes all operation of the real estate, land, buildings, structures and fixtures located thereon and all easements, rights of way, options, coal, mineral, mining, water, surface and other rights and interests appurtenant thereto used in and necessary for the operation in all material respects business of the respective businesses of the Company and its Subsidiaries as currently conductedAcquired Companies.

Real Property. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (a) the Company HRB or a HRB subsidiary (x) has good and its Subsidiaries have defensible marketable title to all the real property owned by specifically identified as “owned” on Section 4.19(a) of the Company HRB Disclosure Schedule or any acquired after the date of its Subsidiaries this Agreement (collectively, except properties sold or otherwise disposed of since the date hereof in accordance with this Agreement) (the “Company HRB Owned Real Property”) and valid leasehold estates in all real property leased, subleased, licensed or otherwise occupied (whether as tenant, subtenant, licensee or pursuant to any other occupancy arrangements) by the Company or any Subsidiary of the Company (collectively, including the improvements, fixtures and structures located thereon, the “Company Leased Real Property” and, together with the Company Owned Real Property, the “Company Real PropertyProperties”), free and clear of all EncumbrancesLiens, except Permitted Encumbrances, and (y) is the lessee of all leasehold estates specifically identified as “leased” on Section 4.19(a) of the HRB Disclosure Schedule or acquired after the date of this Agreement (except for leases that have expired by their terms since the date of this Agreement) (the “HRB Leased Properties” and, collectively with the HRB Owned Properties, the “HRB Real Property”). (b) With respect to each of the Company and HRB Leased Properties: (i) HRB or one of its Subsidiaries have defensible title to all Mining Rights included has a valid leasehold interest in the Company Owned Real Property, free and clear of all Encumbrances, except Permitted Encumbrances, (c) each agreement under which the Company or any Subsidiary of the Company HRB Leased Properties; (ii) such lease is legal, valid, binding and enforceable in accordance with its terms and in full force and effect; (iii) the landlordtransactions contemplated hereby do not require the consent of any other party to such lease and will not result in a breach of or default under such a lease, sublandlordor otherwise cause such lease to cease to be legal, licensorvalid, tenantbinding, subtenant, licensee or occupant with respect to the Company Leased Real Property (each, a “Company Real Property Lease”) to the knowledge of the Company is enforceable and in full force and effect and is valid and enforceable against on identical terms following the parties thereto in accordance with Closing; (iv) neither HRB nor its terms, subject, as to enforceabilitySubsidiaries nor, to Creditors’ RightsHRB’s knowledge, any other party to the lease is in breach or default under such lease and no event has occurred or circumstance exists which, in any of the foregoing cases with delivery of notice, passage of time or both, would permit the termination, modification or acceleration of rent under such lease. (c) Other than the HRB Real Property, neither the Company HRB nor any of its Subsidiaries, or to the knowledge of the Company, Subsidiaries has any other party theretodirect or indirect interest in real property, has received notice of any violationwhether owned, breach leased, optioned or default under any Company otherwise, and the HRB Real Property Lease, and (d) there does not exist any pending or, to the knowledge of the Company, Threatened, condemnation or eminent domain Proceedings that affect any Company Real Property, subject, in each of clauses (a) through (d) above, to adverse proceedings in the Ordinary Course. The Company has not granted any third party any license, possessory or occupancy right or other similar right in any Company Real Property other than Permitted Encumbrances, except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company Real Property constitutes comprise all of the real estate, land, buildings, structures and fixtures located thereon and all easements, rights of way, options, coal, mineral, mining, water, surface and other rights and interests appurtenant thereto used in and necessary for property associated with the operation in all material respects of the respective businesses of the Company and its Subsidiaries as currently conductedHRB’s business.

Real Property. (a) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect, (a) with respect to the Company and its Subsidiaries have defensible title to all real property owned by the Company or any of and its Subsidiaries (collectively, the “Company Owned Real Property”) and valid leasehold estates in all real property leased, subleased, licensed or otherwise occupied (whether as tenant, subtenant, licensee or pursuant to any other occupancy arrangements) by the Company or any Subsidiary of the Company (collectively, including the improvements, fixtures and structures located thereon, the “Company Leased Real Property” and, together with the Company Owned Real Property, the “Company Real Property”), free and clear of all Encumbrances, except Permitted Encumbrances, (bi) the Company or one of its Subsidiaries, as applicable, has good and its Subsidiaries have defensible marketable title to all Mining Rights included in the Company Owned Real Property, free and clear of all Encumbrancesany Encumbrance and (ii) there are no outstanding options or rights of first refusal to purchase the Owned Real Property, except Permitted Encumbrances, (c) each agreement under which the Company or any Subsidiary portion of the Company is the landlord, sublandlord, licensor, tenant, subtenant, licensee Owned Real Property or occupant with interest therein. (b) With respect to the Company Leased Real Property (each, a “Company Real Property Lease”) real property leased or subleased to the knowledge of Company and its Subsidiaries, the Company lease or sublease for such property is valid, legally binding, enforceable and in full force and effect and is valid and enforceable against the parties thereto in accordance with its terms, subject, as to enforceability, to Creditors’ Rightseffect, and neither none of the Company nor or any of its Subsidiaries, or and, to the knowledge Company’s Knowledge and as of the Companydate hereof, any other party thereto, is in breach of or default under such lease or sublease, and no event has received notice occurred since the Applicable Date which, with notice, lapse of any violationtime or both, would constitute a breach or default under by any of the Company Real Property Leaseor its Subsidiaries, and (d) there does not exist any pending orand, to the knowledge Company’s Knowledge and as of the Companydate hereof, Threatenedany other party thereto, condemnation or eminent domain Proceedings that affect permit termination, modification or acceleration by any Company Real Propertythird party thereunder, subjectexcept, in each of clauses (a) through (d) abovecase, for such invalidity, failure to adverse proceedings in the Ordinary Course. The Company has not granted any third party any licensebe binding, possessory unenforceability, ineffectiveness, breaches, defaults, terminations, modifications, accelerations or occupancy right or other similar right in any Company Real Property other than Permitted Encumbrances, except as has not had and repudiations that would not reasonably be expected to havehave a Material Adverse Effect. The representations and warranties in this Section (14)(b) do not apply to matters relating to this Agreement or the transactions contemplated by this Agreement. (c) Section (14)(c) the Company Disclosure Letter contains a true and complete list as of the date hereof of all material Owned Real Property and sets forth a correct street address or such other information as is reasonably necessary to identify each parcel of Owned Real Property. (d) For purposes of this Section (14) only, “Encumbrance” means any mortgage, lien, pledge, charge, security interest, easement, covenant, or other restriction or title matter or encumbrance of any kind in respect of such asset but specifically excludes: (i) specified encumbrances described in Section (14)(d) of the Company Disclosure Letter, (ii) encumbrances for current Taxes or other governmental charges not yet due and payable or which are being contested in good faith by appropriate proceedings, (iii) mechanics’, carriers’, workmen’s, repairmen’s or other like encumbrances arising or incurred in the Ordinary Course consistent with past practice relating to obligations as to which there is no default on the part of the Company, or the validity or amount of which is being contested in good faith by appropriate proceedings, (iv) other encumbrances that do not, individually or in the aggregate, a Company Material Adverse Effect. Except as has not hadmaterially impair the continued use, and would not reasonably be expected to haveoperation, individually value or in marketability of the aggregate, a Company Material Adverse Effect, the Company specific parcel of Owned Real Property constitutes all to which they relate or the conduct of the real estate, land, buildings, structures and fixtures located thereon and all easements, rights of way, options, coal, mineral, mining, water, surface and other rights and interests appurtenant thereto used in and necessary for the operation in all material respects of the respective businesses business of the Company and its Subsidiaries as currently presently conducted, (v) easements, rights of way or other similar matters or restrictions or exclusions which would be shown by a current title report or other similar report, (vi) any condition or other matter, if any, that may be shown or disclosed by a current and accurate survey or physical inspection and (vii) zoning restrictions and other limitations imposed by any Governmental Entity having jurisdiction over real property.

Real Property. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (a) The Company owns no real property and has no interest of any type in any real property other than the Leases. (b) Schedule 3.13(b) describes each Leased Real Property and each lease of real property, for office use or otherwise, written or unwritten, to which the Company and its Subsidiaries have defensible title to all real property owned by the Company is a party or is in any of its Subsidiaries way bond or obligated (collectively, the “Company Owned Real PropertyLeases”) ). Other than the Leases, there are no other leases, subleases, licenses, concessions and valid leasehold estates in all real property leased, subleased, licensed or otherwise occupied other agreements (whether as tenantwritten or oral), subtenantincluding all amendments, licensee or extensions renewals, guaranties and other agreements with respect thereto, pursuant to any other occupancy arrangements) by which the Company or holds any Subsidiary of the Company (collectively, including the improvements, fixtures and structures located thereon, the “Company Leased Real Property” and, together with the Company Owned Real Property, the “Company Real Property”), free . Sellers have delivered to Buyer a true and clear complete copy of all Encumbrances, except Permitted Encumbrances, (b) the Company and its Subsidiaries have defensible title to all Mining Rights included in the Company Owned Real Property, free and clear of all Encumbrances, except Permitted Encumbrances, (c) each agreement under which the Company or any Subsidiary of the Company is the landlord, sublandlord, licensor, tenant, subtenant, licensee or occupant with Lease. With respect to the Company Leased Real Property each Lease: (eachi) such Lease is valid, a “Company Real Property Lease”) to the knowledge of the Company is binding, enforceable and in full force and effect and is valid and enforceable against the parties thereto in accordance with its terms, subject, as to enforceability, to Creditors’ Rightseffect, and neither the Company nor any of its Subsidiaries, or to the knowledge enjoys peaceful and undisturbed possession of the Company, any other party thereto, has received notice of any violation, Leased Real Property; (ii) the Company is not in breach or default under any Company Real Property such Lease, and no event has occurred or circumstance exists which, with the delivery of notice, passage of time or both, would constitute such a breach or default, and the Company has paid all rent due and payable under such Lease; (diii) there does the Company has not exist received nor given any pending ornotice of any default or event that with notice or lapse of time, or both, would constitute a default by the Company under such Lease and, to the knowledge Knowledge of any Seller, no other party is in default thereof, and no party to such Lease has exercised any termination rights with respect thereto; (iv) the CompanyCompany has not subleased, Threatenedassigned or otherwise granted to any Person the right to use or occupy such Leased Real Property or any portion thereof; and (v) the Company has not pledged, condemnation mortgaged or eminent domain Proceedings that affect otherwise granted a Lien on its leasehold interest in any Company Leased Real Property, subject, in each of clauses . (ac) through (d) above, to adverse proceedings in the Ordinary Course. The Company has not granted received any third party any license, possessory or occupancy right written notice of (i) material violations of building codes and/or zoning ordinances or other governmental or regulatory Laws affecting the Leased Real Property, (ii) existing, pending or threatened condemnation proceedings affecting the Leased Real Property, or (iii) existing, pending or threatened zoning, building code or other moratorium proceedings, or similar right in any Company Real Property other than Permitted Encumbrances, except as has not had and would not matters which could reasonably be expected to have, individually or in materially and adversely affect the aggregate, a Company Material Adverse Effect. Except as has not had, and would not reasonably be expected ability to have, individually or in operate the aggregate, a Company Material Adverse Effect, the Company Leased Real Property as currently operated. Neither the whole nor any material portion of any Leased Real Property has been damaged or destroyed by fire or other casualty. (d) The Leased Real Property is sufficient for the continued conduct of the Business after the Closing in substantially the same manner as conducted prior to the Closing and constitutes all of the real estate, land, buildings, structures and fixtures located thereon and all easements, rights of way, options, coal, mineral, mining, water, surface office and other rights and interests appurtenant thereto used in and space necessary for to conduct the operation in all material respects of the respective businesses of the Company and its Subsidiaries Business as currently conducted.

Real Property. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (a) Neither the Company and nor any of its Subsidiaries have defensible title to owns or has ever owned any real property. (b) Section 3.19(b) of the Company Disclosure Schedule contains a true, complete and accurate list of all real property owned by of the existing leases, subleases or other agreements (collectively, the “Leases”) under which the Company or any of its Subsidiaries 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 (collectivelysuch property, the “Company Owned Leased Real Property”) ); provided, however, that the term “Leases” and valid leasehold estates in all “Leased Real Property” shall exclude the following real property leasedand any lease, subleased, licensed license or otherwise occupied (whether as tenant, subtenant, licensee or pursuant to any other occupancy arrangementsagreement entered into by the Company or any Subsidiary with respect thereto: (i) leases, subleases or other agreements for residential apartments that are subject to a Lease that (A) can be terminated by the Company or any Subsidiary of the Company on sixty (60) days’ notice or less given at any time without payment or other Liability to the Company or any Subsidiary of the Company and (B) require aggregate payments of no more than $200,000 over the term of all such Leases, and (ii) executive office suites, virtual office centers and similar arrangements, such as Regus office centers, that (A) can be terminated by the Company or any Subsidiary of the Company on sixty (60) days’ notice or less given at any time without payment or other Liability to the Company or any Subsidiary of the Company and (B) require aggregate payments of no more than $200,000 over the term of all such leases, subleases or other agreements, (collectively, “Excluded Leases”). The Company has made available to Parent true, correct and complete copies of all Leases (including all modifications, amendments, supplements, consents, waivers and side letters thereto). To the improvementsCompany’s Knowledge, fixtures each Lease is in full force and structures located thereon, the “Company Leased Real Property” and, together effect in accordance with its terms and the Company Owned Real Property, the “Company Real Property”), free and clear of all Encumbrances, except Permitted Encumbrances, (b) the Company and and/or its Subsidiaries have defensible title to all Mining Rights included and own valid leasehold estates in the Company Owned each Leased Real Property, free and clear of all Encumbrances, except Liens other than Permitted Encumbrances, . (c) each agreement under which 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 Subsidiary of its Subsidiaries granting to any Person, other than the Company or any of its Subsidiaries, any subleasehold estate, license to use or occupy, or other right, now or in the future, in any of the Company is the landlord, sublandlord, licensor, tenant, subtenant, licensee or occupant with respect to the Company Leased Real Property Property. (each, a “Company Real Property Lease”d) to the knowledge of the Company is in full force and effect and is valid and enforceable against the parties thereto in accordance with its terms, subject, as to enforceability, to Creditors’ Rights, and neither Neither the Company nor any of its SubsidiariesSubsidiaries is in material breach of or default under, or has received written notice of any material breach of or default under, any Lease, and, to the knowledge 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, Company or any of its Subsidiaries or any other party thereto. (e) To the Company’s Knowledge, has received notice of any violation, breach or default under any Company each Leased Real Property Lease, is in reasonably good operating condition and (d) there does not exist any pending or, to the knowledge of the Company, Threatened, condemnation or eminent domain Proceedings that affect any Company Real Property, subject, in each of clauses (a) through (d) above, to adverse proceedings in the Ordinary Course. The Company has not granted any third party any license, possessory or occupancy right or other similar right in any Company Real Property other than Permitted Encumbrances, except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company Real Property constitutes all of the real estate, land, buildings, structures and fixtures located thereon and all easements, rights of way, options, coal, mineral, mining, water, surface and other rights and interests appurtenant thereto used in and necessary for the operation in all material respects of the respective businesses of the Company and its Subsidiaries as currently conductedrepair.

Real Property. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (a) Neither the Company nor any Subsidiary has any ownership interest in any real property. Schedule 3.16(a) of the Disclosure Schedule sets forth a true and complete list of all real property of the Company and its the Subsidiaries have defensible title to all real property owned which is leased or subleased by the Company or any of its the Subsidiaries (collectively, such real property leased or subleased is herein referred to as the “Company Owned Leased Real Property”). The Company and the Subsidiaries have made available to Parent true and complete copies of each lease with respect to the Leased Real Property (each, a “Lease”), each sublease (including any amendments or modifications thereto) and valid leasehold estates each other material agreement to which the Company or a Subsidiary is a party pertaining to the Leased Real Property. With respect to each Lease: (i) each is in all real property leased, subleased, licensed full force and effect and there are no existing monetary defaults or otherwise occupied (whether as tenant, subtenant, licensee or pursuant to material non-monetary defaults under any other occupancy arrangements) Lease by the Company or any Subsidiary the Subsidiaries or, to the Knowledge of the Company (collectively, including the improvements, fixtures and structures located thereonKnowledgeable Sellers, the “Company lessor or sublessor thereof; (ii) to the Knowledge of the Knowledgeable Sellers, no event has occurred that (with notice, lapse of time or both) would constitute a monetary breach or default or material non-monetary breach or default under any Lease by any party thereto; (iii) Since January 1, 2006, the Company’s and the Subsidiaries’ possession and quiet enjoyment of any Leased Real Property” andProperty under such Lease has not been disturbed in any material respect; and (iv) except as set forth on Schedule 3.16(a) of the Disclosure Schedule, together with there are no leases, subleases, licenses, concessions or other agreements or arrangements granting to any third party or parties the right of use or occupancy of any portion of any Leased Real Property and neither the Company Owned nor any of the Subsidiaries has assigned its interest under any Lease or sublet any part of the premises covered thereby or exercised any right or option thereunder. (b) The Company and the Subsidiaries have a valid leasehold interest in the Leased Real PropertyProperty leased or subleased by the Company and the Subsidiaries, the “Company Real Property”), in each case free and clear of all Encumbrances, except for (i) Encumbrances listed or described on Schedule 3.16(b) of the Disclosure Schedule or (ii) Permitted Encumbrances, (b) the Company and its Subsidiaries have defensible title to all Mining Rights included in the Company Owned Real Property, free and clear of all Encumbrances, except Permitted Encumbrances, . (c) each agreement For all purposes under this Agreement, “Permitted Encumbrances” means (i) statutory liens for current Taxes (as defined in Section 3.20 hereof) or assessments not yet due or delinquent or the validity of which are being contested in good faith by appropriate Action and for which adequate reserves have been established in accordance with GAAP; (ii) mechanics’, carriers’, workers’, repairmen’s and other similar liens arising or incurred in the Company or any Subsidiary ordinary course of the Company is the landlord, sublandlord, licensor, tenant, subtenant, licensee or occupant business with respect to the Company Leased Real Property charges not yet due and payable (each, a “Company Real Property Lease”excluding any liens arising under ERISA (as defined in Section 3.19(a) to the knowledge of the Company is in full force and effect and is valid and enforceable against the parties thereto in accordance with its terms, subject, as to enforceability, to Creditors’ Rights, and neither the Company nor any of its Subsidiaries, or to the knowledge of the Company, any other party thereto, has received notice of any violation, breach or default under any Company Real Property Lease, and hereof)); (diii) there does not exist any pending or, to the knowledge of the Company, Threatened, condemnation or eminent domain Proceedings that affect any Company Real Property, subject, in each of clauses (a) through (d) above, to adverse proceedings in the Ordinary Course. The Company has not granted any third party any license, possessory or occupancy right or other similar right in any Company Real Property other than Permitted Encumbrances, except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company Real Property constitutes all of the real estate, land, buildings, structures and fixtures located thereon and all easements, rights of way, optionsencroachments, coal, mineral, mining, water, surface and other rights and interests appurtenant thereto used or restrictions affecting or burdening the Leased Real Property which individually or in and necessary for the operation in all material respects aggregate do not detract materially from the current use or value of the respective businesses of Leased Real Property; (iv) zoning, building, fire, health, environmental and pollution control Laws, ordinances, rules and safety regulations; and (v) liens that will be released at or prior to the Company and its Subsidiaries as currently conductedClosing.

Real Property. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (a) The Company and the Company Entities have good and valid title to, or a valid leasehold interest in, or sufficient other rights to operate the Company in the ordinary course with respect to, the Real Property, in each case free and clear of all Liens, except for Permitted Encumbrances. (b) Schedule 4.10(b) sets forth a complete and correct list of material Real Property Agreements. Except as set forth in Schedule 4.10(b): (i) each Real Property Agreement is a valid, binding and enforceable obligation of the Company Entity party thereto, and to the Knowledge of Swan Sponsor and the Company, the other parties thereto, and is in full force and effect according to its Subsidiaries have defensible title terms, except as such enforceability and the availability of certain rights and remedies provided for therein may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors' rights, by principles of equity limiting the availability of equitable remedies or the extent to which equitable defenses may be raised, and by other laws and judicial decisions limiting the enforceability of remedial, waiver or other provisions; (ii) the Company is not in default or breach under any Real Property Agreement in any material respect and, to the Knowledge of Swan Sponsor and the Company, no other party thereto is in default or breach under such Real Property Agreement in any material respect; (iii) there are no claims affecting any Real Property Agreement of which Swan Sponsor, the Company or any Company Entity has received written notice, and no Person has given written notice to the Company or any Company Entity of such party's intent to terminate any Real Property Agreement; (iv) no event has occurred that with or without the giving of notice or lapse of time, or both, may conflict with or result in a violation or breach of, or give any Person the right to exercise any remedy under or accelerate the maturity or performance of, or cancel, terminate or modify, any Real Property Agreement; (v) as of the Closing Date, all real property owned rent, royalty and all other payments or portion thereof then due and payable by the Company or any Company Entity under any Real Property Agreement have been paid in full through the Closing Date; (vi) neither the Company nor any Company Entity is currently participating in any discussions or negotiations regarding termination or material modification or amendment of its Subsidiaries any material Real Property Agreement; and (collectively, vii) the “Company Owned Real Property”) Property Agreements and valid leasehold estates the Real Property constitute all rights in all real property leasednecessary to permit the operation of the Swan Facilities as a whole substantially as the Swan Facilities, subleasedand each of them, licensed have been operated on or otherwise occupied before the date hereof. (whether as tenantc) Neither the Company nor any Company Entity has received written notice of, subtenantnor to the Company's Knowledge, licensee is there any (i) violation of any applicable zoning ordinance or pursuant other law, regulation or requirement of any Governmental Authority relating to the Real Property or operation of the Swan Facilities, or (ii) action, suit or proceeding (including condemnation proceeding) threatened against the Real Property or any other occupancy arrangementsportion thereof. Neither Swan Sponsor, nor any Company Entity has received written notice of any special assessments affecting any of the Real Property for which any Company Entity is liable. (d) The Company and the Company Entities own or have right of possession or use of all tangible personal property used by the Company or any Subsidiary the Company Entities in the operation of the Company (collectively, including Swan Facilities in the improvements, fixtures and structures located thereon, the “Company Leased Real Property” and, together with the Company Owned Real Property, the “Company Real Property”)ordinary course as presently conducted, free and clear of all Encumbrances, except Permitted Encumbrances, (b) the Company and its Subsidiaries have defensible title to all Mining Rights included in the Company Owned Real Property, free and clear of all Encumbrances, except Permitted Encumbrances, (c) each agreement under which the Company or any Subsidiary of the Company is the landlord, sublandlord, licensor, tenant, subtenant, licensee or occupant with respect to the Company Leased Real Property (each, a “Company Real Property Lease”) to the knowledge of the Company is in full force and effect and is valid and enforceable against the parties thereto in accordance with its terms, subject, as to enforceability, to Creditors’ Rights, and neither the Company nor any of its Subsidiaries, or to the knowledge of the Company, any other party thereto, has received notice of any violation, breach or default under any Company Real Property Lease, and (d) there does not exist any pending or, to the knowledge of the Company, Threatened, condemnation or eminent domain Proceedings that affect any Company Real Property, subject, in each of clauses (a) through (d) above, to adverse proceedings in the Ordinary Course. The Company has not granted any third party any license, possessory or occupancy right or other similar right in any Company Real Property Encumbrances other than Permitted Encumbrances, except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company Real Property constitutes all of the real estate, land, buildings, structures and fixtures located thereon and all easements, rights of way, options, coal, mineral, mining, water, surface and other rights and interests appurtenant thereto used in and necessary for the operation All such tangible personal property is in all material respects adequate for the uses for which it is currently used and is in reasonably good operating condition (subject to (i) normal wear and tear, routine maintenance and repairs, and (ii) casualty and condemnation events occurring after the date of the respective businesses of the Company and its Subsidiaries as currently conductedthis Agreement).

Real Property. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (a) Neither the Company and nor any of its Subsidiaries have defensible title (i) owns nor, since December 31, 2012, has owned, a fee simple interest in any real property or (ii) is a party to any agreement or option to purchase any real property or interest therein. (b) Section 4.22(b) of the Company Disclosure Schedule sets forth a true and complete list of all real property owned leased or subleased by the Company or any of its Subsidiaries as of the date of this Agreement (collectivelyeach such property, the “Leased Real Property”). The Company has provided or made available to Parent a true, complete and correct copy of all the Company Leases. Except as would not, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect, (i) the Company or one of its Subsidiaries has a good and valid leasehold or subleasehold interest in each Leased Real Property pursuant to a lease agreement (together with any guarantees thereof, the “Company Owned Real Property”) and valid leasehold estates in all real property leased, subleased, licensed or otherwise occupied (whether as tenant, subtenant, licensee or pursuant to any other occupancy arrangements) by the Company or any Subsidiary of the Company (collectively, including the improvements, fixtures and structures located thereon, the “Company Leased Real Property” and, together with the Company Owned Real Property, the “Company Real PropertyLease”), free and clear of all Encumbrances, except Liens (other than Permitted Encumbrances, Liens) and (b) the Company and its Subsidiaries have defensible title to all Mining Rights included in the Company Owned Real Property, free and clear of all Encumbrances, except Permitted Encumbrances, (cii) each agreement under which the Company or any Subsidiary of the Company Lease is the landlordvalid, sublandlordbinding, licensor, tenant, subtenant, licensee or occupant with respect to the Company Leased Real Property (each, a “Company Real Property Lease”) to the knowledge of the Company is in full force and effect and is valid and enforceable against the parties thereto in accordance with its terms, subjectexcept as enforceability thereof may be limited by the Bankruptcy and Equity Exception. (c) Except as would not, as individually or in the aggregate, reasonably be likely to enforceabilityhave a Company Material Adverse Effect, to Creditors’ Rights, and neither the Company nor any of its Subsidiaries, or nor, to the knowledge Knowledge of the Company, any other party theretounder any Company Lease, has received notice of any violation, breach or is in material default under any Company Real Property Lease, and (d) there does not exist no event has occurred that, with notice or lapse of time or both, would constitute a material default of any pending or, to Company Lease. The Company or one of its Subsidiaries has exclusive possession of the knowledge Leased Real Property. To the Knowledge of the Company, Threatenedthere are no other Contracts granting any Person (other than the Company or one of its Subsidiaries) the right to use or occupy any of the Leased Real Property. (d) The Company or one of its Subsidiaries, condemnation as applicable, have obtained all certificates of occupancy and other permits or eminent domain Proceedings that affect any Company approvals required with respect to the use and occupancy of the Leased Real Property, subject, in each of clauses (a) through (d) above, except where a failure to adverse proceedings in the Ordinary Course. The Company has not granted obtain any third party any license, possessory such material permits or occupancy right or other similar right in any Company Real Property other than Permitted Encumbrances, except as has not had and approvals would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect. Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company Real Property constitutes all of the real estate, land, buildings, structures and fixtures located thereon and all easements, rights of way, options, coal, mineral, mining, water, surface and other rights and interests appurtenant thereto used in and necessary for the operation in all material respects of the respective businesses of the Company and its Subsidiaries as currently conducted.

Real Property. (a) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, constitute a Company Material Adverse Effect, (a) as of the date of this Agreement, the Company and or one of its Subsidiaries have defensible has good and valid title to all real property owned by the Company or any of its Subsidiaries (collectively, the “Company Owned Real Property”) and valid leasehold estates in all real property leased, subleased, licensed or otherwise occupied (whether as tenant, subtenant, licensee or pursuant to any other occupancy arrangements) by the Company or any Subsidiary of the Company (collectively, including the improvements, fixtures and structures located thereon, the “Company Leased Real Property” and, together with the Company Owned Real Property, the “Company Real Property”), free and clear of all EncumbrancesLiens (other than Permitted Liens). Section 4.15(a) of the Company Disclosure Letter sets forth, except Permitted Encumbrancesas 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. There are no outstanding options or other rights of first refusal in favor of any other party to purchase the Owned Real Property or any interest therein. (b) Section 4.15(b) of the Company Disclosure Letter sets forth a true, correct and its Subsidiaries have defensible title to all Mining Rights included in the Company Owned Real Property, free and clear complete list of all Encumbrancesexisting leases, except Permitted Encumbrances, (c) each agreement subleases and other agreements under which the Company or any Subsidiary of its Subsidiaries uses or occupies or has the Company is right to use or occupy, now or in the landlordfuture, sublandlord, licensor, tenant, subtenant, licensee or occupant with respect to any real property (the Company Leased “Real Property (each, a “Company Real Property LeaseLeases”) to the knowledge of the Company is in full force and effect and is valid and enforceable against the parties thereto in accordance with its terms, subject, as to enforceability, to Creditors’ Rights, and neither the Company nor any of its Subsidiaries, or to the knowledge of the Company, any other party thereto, has received notice of any violation, breach or default under any Company Real Property Lease, and (d) there does not exist any pending or, to the knowledge of the Company, Threatened, condemnation or eminent domain Proceedings that affect any Company Real Property, subject, in each of clauses (a) through (d) above, to adverse proceedings in the Ordinary Course). The Company has not granted any third party any licenseheretofore delivered to Acquiror true, possessory or occupancy right or other similar right in any Company correct and complete copies of all Real Property other than Permitted EncumbrancesLeases (including all modifications, except as has amendments, supplements, waivers and side letters thereto). Except for matters that have not had and would not reasonably be expected to have, individually or result in the aggregate, a Company Material Adverse Effect. Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company (i) each Real Property constitutes all of Lease is valid, binding and in full force and effect, (ii) no termination event or condition or uncured default on the real estate, land, buildings, structures and fixtures located thereon and all easements, rights of way, options, coal, mineral, mining, water, surface and other rights and interests appurtenant thereto used in and necessary for the operation in all material respects of the respective businesses part of the Company and or any of its Subsidiaries or, to the Knowledge of the Company, the landlord thereunder exists under any Real Property Lease, (iii) the Company or its applicable Subsidiary has a good and valid leasehold interest in each parcel of real property leased by it free and clear of all Liens, except for (A) those reflected or reserved against in the balance sheet of the Company as currently conductedof June 30, 2014, and included in the Filed SEC Documents and (B) Permitted Liens, and (iv) since January 1, 2011, the Company has not 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 of the Real Property Leases.

Real Property. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (a) Section 3.17(a) of the Company Disclosure Schedule contains a list of the addresses of all land, together with all buildings located thereon, and its Subsidiaries have defensible title to all real property easements and other rights and interests appurtenant thereto, owned by the Company or any of its Subsidiaries (collectively, the “Company Owned Real Property”) and valid leasehold estates in all real property leased, subleased, licensed or otherwise occupied (whether as tenant, subtenant, licensee or pursuant to any other occupancy arrangements) by the Company or any Subsidiary Affiliate of the Company (collectively, including the improvements, fixtures and structures located thereon, the “Company Leased Real Property” and, together with the Company Owned Real Property, the “Company Real PropertyProperties”), free and clear of all Encumbrances, except Permitted Encumbrances, (b. Except as disclosed in Section 3.17(a) the Company and its Subsidiaries have defensible title to all Mining Rights included in the Company Owned Real Property, free and clear of all Encumbrances, except Permitted Encumbrances, (c) each agreement under which the Company or any Subsidiary of the Company is the landlord, sublandlord, licensor, tenant, subtenant, licensee or occupant with respect to the Company Leased Real Property (each, a “Company Real Property Lease”) to the knowledge of the Company is in full force and effect and is valid and enforceable against the parties thereto in accordance with its terms, subject, as to enforceability, to Creditors’ Rights, and neither the Company nor any of its Subsidiaries, or to the knowledge of the Company, any other party thereto, has received notice of any violation, breach or default under any Company Real Property Lease, and (d) there does not exist any pending or, to the knowledge of the Company, Threatened, condemnation or eminent domain Proceedings that affect any Company Real Property, subject, in each of clauses (a) through (d) above, to adverse proceedings in the Ordinary Course. The Company has not granted any third party any license, possessory or occupancy right or other similar right in any Company Real Property other than Permitted EncumbrancesDisclosure Schedule, except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company or an Affiliate of the Company has good and marketable indefeasible fee simple title to each of the Owned Real Properties free and clear of all leases, rights to use or occupy, tenancies, options to purchase or lease, rights of first refusal, rights of first offer, claims, liens, charges, security interests or encumbrances of any nature whatsoever, except (A) leases to an Affiliate of the Company that the Company or an Affiliate of the Company may freely amend or terminate without the consent of any other person, (B) statutory liens securing payments not yet due or payable, (C) mortgages, or deeds of trust, security interest or other encumbrances on title related to Indebtedness reflected on the consolidated financial statements of the Company, and (D) Permitted Liens. (b) Section 3.17(b) of the Company Disclosure Schedule contains a list of all leases, subleases, licenses, concessions and other agreements (written or oral) pursuant to which the Company or any Affiliate of the Company holds any interests in real property (other than Owned Real Property) with reference to the addresses for all such real property (the “Leased Real Properties”, and together with the Owned Real Properties, the “Real Properties”). Except as would not have, individually or in the aggregate, a Company Material Adverse Effect, (i) the Company or an Affiliate of the Company has good leasehold title with respect to each of the Leased Real Properties, subject only to (A) subleases to an Affiliate of the Company, (B) statutory liens securing payments not yet due or payable, (C) Easements, covenants, conditions, restrictions and other similar matters of record that do not materially affect the continued use of the property for the purposes for which the property is currently being used, and (D) Permitted Liens; (ii) to the knowledge of the Company, each lease of the Leased Real Properties is the legal, valid, binding obligation of the Company or an Affiliate of the Company, in full force and effect and enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, and principles of equity affecting creditors’ rights and remedies generally; (iii) neither the Company nor, to the knowledge of the Company, any Affiliate of the Company nor any other party of any of such leases, is in breach or default under any such lease, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach or default, or permit the termination, modification or acceleration of rent under such lease; and (iv) the Company or any of its Affiliates has not subleased, licensed or otherwise granted any person the right to use or occupy any Leased Real Property constitutes or any portion thereof. (c) The Real Properties comprise all of the real estateproperty used or being developed for use, landor otherwise related to, the business conducted by the Company and its Affiliates. The buildings, structures structures, improvements, fixtures, building systems and fixtures located thereon equipment included in the Real Property (the “Improvements”) are, in all material respects, generally in good condition and all easementsrepair (taken as a whole), rights of wayordinary wear and tear excepted, options, coal, mineral, mining, water, surface and other rights and interests appurtenant thereto used in and necessary sufficient for the operation of the business of the Company or its Affiliates, as applicable, in all material respects of the respective businesses of the Company and its Subsidiaries as currently conductedconsistent with past practice.

Real Property. Except as has not had and would not reasonably be expected With respect to have, individually or in the aggregate, a Company Material Adverse Effect, (a) the Company and its Subsidiaries have defensible title to all real property owned leased or subleased by the Company or any of its Subsidiaries the Subsidiary: (i) each such lease, sublease or other agreement pursuant to which the Company or the Subsidiary, as the case may be, occupies such real property (collectively, the “Company Owned Real PropertyLeases” and each a “Lease”) constitutes a legal, valid and valid leasehold estates in all real property leased, subleased, licensed or otherwise occupied (whether as tenant, subtenant, licensee or pursuant to any other occupancy arrangements) by binding obligation of the Company or the Subsidiary, as the case may be, enforceable against the Company or the Subsidiary, as the case may be, in accordance with its terms and is binding and in full force and effect; (ii) neither the Company nor the Subsidiary, as the case may be, has received written notice of any Subsidiary breach of or default under any such Lease on the part of the Company (collectively, including or the improvements, fixtures Subsidiary and structures located thereon, the “Company Leased Real Property” and, together with the Company Owned Real Property, the “Company Real Property”), free and clear of all Encumbrances, except Permitted Encumbrances, (b) the Company and its Subsidiaries have defensible title to all Mining Rights included in the Company Owned Real Property, free and clear of all Encumbrances, except Permitted Encumbrances, (c) each agreement under which the Company or any Subsidiary of the Company is the landlord, sublandlord, licensor, tenant, subtenant, licensee or occupant with respect to the Company Leased Real Property (each, a “Company Real Property Lease”) to the knowledge of the Company is in full force and effect and is valid and enforceable against the parties thereto in accordance with its terms, subject, as to enforceability, to Creditors’ Rights, and neither the Company nor the Subsidiary, as the case may be, is in breach of or default under any such Lease on the part of its Subsidiariesthe Company or the Subsidiary and to the knowledge of the Company no event has occurred which, without the giving of notice or lapse of time, or both, would constitute a breach of or default under any such Lease; (iii) to the knowledge of the Company, no counterparty to any other party theretosuch Lease is in default thereunder; (iv) to the knowledge of the Company, the Company or the Subsidiary, as the case may be, has a valid leasehold interest in the real property occupied pursuant to the Leases, free and clear of all Liens other than Permitted Liens; (v) neither the Company nor the Subsidiary has received any written notice of that any violation, breach counterparty to any Lease intends to cancel or default under terminate any Company Real Property Lease, and (d) there does not exist any pending orand, to the knowledge of the Company, Threatened, condemnation or eminent domain Proceedings that affect any Company Real Property, subject, in each of clauses no such action is threatened; and (avi) through (d) above, to adverse proceedings in the Ordinary Course. The Company has not made available to the Purchaser a complete and correct copy (including any amendments, modifications, extensions or renewals thereto) of each Lease in effect as of the date hereof and Section 22 of the Company Disclosure Letter contains a complete and accurate list, as of the date of this Agreement, of all Leases. Neither the Company nor the Subsidiary have assigned any of the Leases or sublet, licensed or otherwise granted any third party any license, possessory or occupancy Person the right or other similar right in option to use or occupy the real property leased or subleased by the Company or the Subsidiary pursuant to the Leases, or any Company Real Property other than Permitted Encumbrancesportion thereof, except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company Real Property constitutes all of the real estate, land, buildings, structures and fixtures located thereon and all easements, rights of way, options, coal, mineral, mining, water, surface and other rights and interests appurtenant thereto used in and necessary for the operation in all material respects of the respective businesses set forth on Section 22 of the Company and its Subsidiaries as currently conductedDisclosure Letter. Neither the Company nor the Subsidiary own or have ever owned any real property.

Real Property. Except (a) Section 3.15(a) of the Company Disclosure Letter sets forth a true and complete list of all real property owned in fee by the Company or any Company Subsidiary (collectively, the “Company Owned Real Property”) and the address for each Company Owned Real Property. The Company or a Company Subsidiary, as the case may be, holds good and marketable fee simple title to the Company Owned Real Property, free and clear of all Liens except for Permitted Liens and has not had leased, subleased, licensed or otherwise granted any right of occupancy to use any portion thereof to any Person. The Company has provided to Parent true and complete copies of any existing owners’ policies of title insurance and surveys obtained by the Company or any Company Subsidiary pertaining to the Company Owned Real Property. (b) (i) Section 3.15(b) of the Company Disclosure Letter sets forth a true and complete list of all real estate leases, subleases, licenses and occupancy agreements under which the Company or any Company Subsidiary is a lessee or sublessee (each, a “Company Real Property Lease”) and the address for each Company Real Property Lease, (ii) each Company Real Property Lease is, to the knowledge of the Company, enforceable against the Company or any Company Subsidiary party thereto, in accordance with its terms, except that (A) such enforcement may be subject to applicable bankruptcy, insolvency or other similar laws, now or hereafter in effect, affecting creditors’ rights generally and (B) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefore may be brought, (iii) no notices of default under any Company Real Property Lease have been received by the Company or any Company Subsidiary that have not been resolved and (iv) neither the Company nor any Company Subsidiary is in default under any Company Real Property Lease, and, to the knowledge of the Company, no landlord thereunder is in default (collectively, the “Company Leased Real Property”). The Company has provided to Parent true and complete copies of all Company Real Property Leases. (c) The Company Owned Real Property and the Company Leased Real Property are referred to collectively herein as the “Company Real Property.” With respect to the Company Real Property, neither the Company nor any Company Subsidiary has received any written notice of, nor to the knowledge of the Company does there exist as of the date of this Agreement, any (i) pending, threatened or contemplated condemnation or similar proceedings, or any sale or other disposition of any Company Real Property or any part thereof in lieu of condemnation, (ii) any pending, threatened or contemplated actions against any Company Real Property which, if adversely determined, would affect the continued use or operation of the Company Real Property, and (iii) any pending, threatened or contemplated use of zoning violations or any rezoning or special designation proceedings. The Company and the Company Subsidiaries have lawful rights of direct use and vehicular access to all Company Real Property via a public road or a permanent, irrevocable, appurtenant easement benefitting such real property and comprising a part of the Company Real Property necessary to conduct their businesses substantially as presently conducted, except as would not reasonably reasonable be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (a) the Company and its Subsidiaries have defensible title to all real property owned by the Company or any of its Subsidiaries (collectively, the “Company Owned Real Property”) and valid leasehold estates in all real property leased, subleased, licensed or otherwise occupied (whether as tenant, subtenant, licensee or pursuant to any other occupancy arrangements) by the Company or any Subsidiary of the Company (collectively, including the improvements, fixtures and structures located thereon, the “Company Leased Real Property” and, together with the Company Owned Real Property, the “Company Real Property”), free and clear of all Encumbrances, except Permitted Encumbrances, (b) the Company and its Subsidiaries have defensible title to all Mining Rights included in the Company Owned Real Property, free and clear of all Encumbrances, except Permitted Encumbrances, (c) each agreement under which the Company or any Subsidiary of the Company is the landlord, sublandlord, licensor, tenant, subtenant, licensee or occupant with respect to the Company Leased Real Property (each, a “Company Real Property Lease”) to the knowledge of the Company is in full force and effect and is valid and enforceable against the parties thereto in accordance with its terms, subject, as to enforceability, to Creditors’ Rights, and neither . Neither the Company nor any of its SubsidiariesCompany Subsidiary has received any written notice of, or to nor does the Company have any knowledge of the Companyof, any other party thereto, has received notice violations of any violation, breach or default under any Company Real Property Lease, and (d) there does not exist any pending or, to applicable Law affecting the knowledge of the Company, Threatened, condemnation or eminent domain Proceedings that affect any Company Real Property, subject(the “Improvements”) or the use and occupancy thereof. The Improvements are in good order, in each of clauses (a) through (d) aboverepair and condition, to adverse proceedings in ordinary wear and tear excepted, are free from any latent and patent defects and are adequate and suitable for the Ordinary Coursepurposes for which they are presently being used. The Company has not granted any third party any license, possessory or occupancy right or other similar right in any Company Real Property other than Permitted Encumbrances, except as has not had and would not reasonably be expected to have, individually is supplied with public or in the aggregate, a Company Material Adverse Effect. Except as has not hadquasi-public utilities, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company Real Property constitutes all of the real estate, land, buildings, structures other services and fixtures located thereon and all easements, rights of way, options, coal, mineral, mining, water, surface and other rights and interests appurtenant thereto used in and systems necessary for the use and operation in all material respects of the respective businesses of the Company and its Subsidiaries as currently conductedImprovements located thereon.

Real Property. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (a) Section 3.13(a) of the Company Disclosure Letter contains a complete and its Subsidiaries have defensible title to accurate list of all of the real property owned by the Company or any of its Subsidiaries (collectively, the “Company Owned Real Property”) and valid leasehold estates in all real property leased, subleased, licensed or otherwise occupied (whether as tenant, subtenant, licensee or pursuant to any other occupancy arrangements) by the Company or any Subsidiary of and its Subsidiaries. The Company and/or its Subsidiaries have good and valid fee simple title to the Company (collectively, including the improvements, fixtures and structures located thereon, the “Company Leased Real Property” and, together with the Company Owned Real Property, the “Company Real Property”), Property free and clear of all Encumbrances, except Permitted Encumbrances, (b) the Company and its Subsidiaries have defensible title to all Mining Rights included in the Company Owned Real Property, free and clear of all Encumbrances, except Permitted Encumbrances, (c) each agreement under which the Company or any Subsidiary of the Company is the landlord, sublandlord, licensor, tenant, subtenant, licensee or occupant with respect to the Company Leased Real Property (each, a “Company Real Property Lease”) to the knowledge of the Company is in full force and effect and is valid and enforceable against the parties thereto in accordance with its terms, subject, as to enforceability, to Creditors’ Rights, and neither the Company nor any of its Subsidiaries, or to the knowledge of the Company, any other party thereto, has received notice of any violation, breach or default under any Company Real Property Lease, and (d) there does not exist any pending or, to the knowledge of the Company, Threatened, condemnation or eminent domain Proceedings that affect any Company Real Property, subject, in each of clauses (a) through (d) above, to adverse proceedings in the Ordinary Course. The Company has not granted any third party any license, possessory or occupancy right or other similar right in any Company Real Property Liens other than Permitted EncumbrancesLiens, except as has not had and would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect. (b) Section 3.13(b) of the Company Disclosure Letter contains a complete and accurate list of all of the existing material 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 (such property, the “Leased Real Property”). Except The Company has heretofore delivered or 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, except as has not had, had and would not be reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect, . (c) Section 3.13(c) of the Company Real Property constitutes Disclosure Letter contains a complete and accurate list of all of the real estateexisting Leases granting to any Person, landother than the Company or any of its Subsidiaries, buildingsany right to use or occupy, structures and fixtures located thereon and all easementsnow or in the future, rights of way, options, coal, mineral, mining, water, surface and other rights and interests appurtenant thereto used in and necessary for the operation in all material respects any of the respective businesses Leased Real Property. (d) All of the Leases set forth in Section 3.13(b) or Section 3.13(c) of the Company Disclosure Letter are each in full force and effect and neither the Company nor any of its Subsidiaries as currently conductedis in breach of or default under, or has received written notice of any breach of or default under, any material Lease, and, to the Knowledge of the Company, 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, except, in each case, for such breaches or defaults that have not had and would not be reasonably expected to have a Company Material Adverse Effect.

Real Property. (a) Section 4.20(a) of the Company Disclosure Schedule contains a complete and correct list of the Owned Real Property (including the street address of each parcel of Owned Real Property). Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (ai) the Company and its Subsidiaries have defensible title to all real property owned by the Company or any of its Subsidiaries (collectively, the “Company Owned Real Property”) and valid leasehold estates in all real property leased, subleased, licensed one or otherwise occupied (whether as tenant, subtenant, licensee or pursuant to any other occupancy arrangements) by the Company or any Subsidiary more of the Company (collectively, including Subsidiaries has good and marketable fee simple title to the improvements, fixtures and structures located thereon, the “Company Leased Real Property” and, together with the Company Owned Real Property, the “Company Real Property”), Property free and clear of any and all EncumbrancesLiens, except other than Permitted EncumbrancesLiens and (ii) the Company 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 Owned Real Property or any portion thereof or interest therein. (b) Section 4.20(b) of the Company Disclosure Schedule contains a complete and its Subsidiaries have defensible title to all Mining Rights included in correct list of the Company Owned Leased Real Property, free and clear of all Encumbrances, except Permitted Encumbrances, (c) each agreement under which the Company or any Subsidiary of the Company is the landlord, sublandlord, licensor, tenant, subtenant, licensee or occupant including with respect to the Company such Leased Real Property (each, a “Company Real Property Lease”) to the knowledge date of such lease or sublease and any material amendments thereto and the Company is in full force and effect and is valid and enforceable against the parties thereto in accordance with its terms, subject, as to enforceability, to Creditors’ Rights, and neither the Company nor any street address of its Subsidiaries, or to the knowledge of the Company, any other party thereto, has received notice of any violation, breach or default under any Company Real Property Lease, and (d) there does not exist any pending or, to the knowledge of the Company, Threatened, condemnation or eminent domain Proceedings that affect any Company such Leased Real Property, subject, in each of clauses (a) through (d) above, to adverse proceedings in the Ordinary Course. The Company has not granted any third party any license, possessory or occupancy right or other similar right in any Company Real Property other than Permitted Encumbrances, except Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company Real Property constitutes all of the real estate, land, buildings, structures and fixtures located thereon and all easements, rights of way, options, coal, mineral, mining, water, surface and other rights and interests appurtenant thereto used in and necessary for the operation in all material respects of the respective businesses (i) each of the Company and its the Company Subsidiaries, as applicable, has good leasehold title to the Leased Real Property, free and clear of any Liens, other than Permitted Liens and (ii) all leases and subleases for the Leased Real Property are valid and in full force and effect except to the extent they have previously expired or terminated in accordance with their terms and neither the Company nor any of the Company Subsidiaries nor, to the Knowledge of the Company, any third party, has violated any provision of, or committed or failed to perform any act which, with or without notice, lapse of time or both, would constitute a default under the provisions of, any lease or sublease for Leased Real Property. Neither the Company nor any of the Company Subsidiaries has entered into with any other Person any sublease, license or other agreement that is material to the Company and the Company Subsidiaries, taken as a whole, and that relates to the use or occupancy of all or any portion of the Leased Real Property. (c) The Owned Real Property and the Leased Real Property constitute all real property currently used in connection with the business of the Company and the Company Subsidiaries and which are necessary for the continued operation of the business as the business is currently conducted. Except as would not materially affect the ability of the Company and the Company Subsidiaries, taken as a whole, to operate their business as currently conducted, there are no structural, electrical, mechanical or other defects in any improvements located on any of the Owned Real Property or the Leased Real Property. Neither the Company nor any of the Company Subsidiaries has received written notice of any pending, and to the Knowledge of the Company there is no threatened, condemnation proceeding with respect to any of the Owned Real Property or the Leased Real Property. (d) Except as would not materially affect the ability of the Company and the Company Subsidiaries, taken as a whole, to operate their business as currently conducted, each of the structures, equipment and other tangible assets of the Company and the Company Subsidiaries utilized in their manufacturing operations is in good and usable condition, subject to normal wear and tear and normal industry practice with respect to maintenance, and is adequate and suitable for the purposes for which it is presently being used.

Real Property. (a) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (ai) either the Company or a Subsidiary of the Company has good and its Subsidiaries have defensible valid title to all each material real property owned by (and each real property at which material operations of the Company or any of its Subsidiaries are conducted) owned by the Company or any Subsidiary, other than Company Real Property Leases and Rights-of-Way (such owned property collectively, the “Company Owned Real Property”) and (ii) either the Company or a Subsidiary of the Company has a good and valid leasehold estates interest in all real property leasedeach material lease, subleased, licensed or otherwise occupied (whether as tenant, subtenant, licensee or pursuant to any sublease and other occupancy arrangements) by agreement under which the Company or any Subsidiary of its Subsidiaries uses or occupies or has the right to use or occupy any material real property (or real property at which material operations of the Company or any of its Subsidiaries are conducted) (collectivelysuch property subject to a lease, including the improvements, fixtures and structures located thereonsublease or other agreement, the “Company Leased Real Property,” andand such leases, together with the Company Owned Real Propertysubleases and other agreements are, collectively, the “Company Real PropertyProperty Leases”), in each case, free and clear of all EncumbrancesLiens other than any Company Permitted Liens, except and other than any conditions, encroachments, easements, rights-of-way, restrictions and other encumbrances that do not adversely affect the existing use of the real property subject thereto by the owner (or lessee to the extent a leased property) thereof in the operation of its business (“Permitted Encumbrances, (b) the Company and its Subsidiaries have defensible title to all Mining Rights included in the Company Owned Real Property, free and clear of all Encumbrances, except Permitted Encumbrances, (c) each agreement under which the Company or any Subsidiary of the Company is the landlord, sublandlord, licensor, tenant, subtenant, licensee or occupant with respect to the Company Leased Real Property (each, a “Company Real Property Lease”) to the knowledge of the Company is in full force and effect and is valid and enforceable against the parties thereto in accordance with its terms, subject, as to enforceability, to Creditors’ Rights, and neither the Company nor any of its Subsidiaries, or to the knowledge of the Company, any other party thereto, has received notice of any violation, breach or default under any Company Real Property Lease, and (d) there does not exist any pending or, to the knowledge of the Company, Threatened, condemnation or eminent domain Proceedings that affect any Company Real Property, subject, in each of clauses (a) through (d) above, to adverse proceedings in the Ordinary Course. The Company has not granted any third party any license, possessory or occupancy right or other similar right in any Company Real Property other than Permitted Encumbrances, except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect). Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the (A) each Company Real Property constitutes all Lease is valid, binding and in full force and effect, subject to the limitation of such enforcement by (i) the effect of bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium or other Laws affecting or relating to creditors’ rights generally or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in equity or at law (the “Remedies Exceptions”) and (B) no uncured default of a material nature on the part of the real estateCompany or, landif applicable, buildingsits Subsidiary or, structures to the knowledge of the Company, the landlord thereunder, exists under any Company Real Property Lease, and fixtures located thereon and all easementsno event has occurred or circumstance exists which, with the giving of notice, the passage of time, or both, would constitute a material breach or default under a Company Real Property Lease. (b) Except as would not have, individually or in the aggregate, a Company Material Adverse Effect, (i) there are no leases, subleases, licenses, rights or other agreements affecting any portion of way, options, coal, mineral, mining, water, surface and other rights and interests appurtenant thereto used the Company Owned Real Property or the Company Leased Real Property that would reasonably be expected to adversely affect the existing use of such Company Owned Real Property or the Company Leased Real Property by the Company or its Subsidiaries in and necessary for the operation of its business thereon, (ii) except for such arrangements solely among the Company and its Subsidiaries or among the Company’s Subsidiaries, there are no outstanding options or rights of first refusal in all material respects favor of any other party to purchase any Company Owned Real Property or any portion thereof or interest therein that would reasonably be expected to adversely affect the existing use of the respective businesses Company Owned Real Property by the Company in the operation of its business thereon, and (iii) neither the Company nor any of its Subsidiaries is currently subleasing, licensing or otherwise granting any person the right to use or occupy a material portion of a Company Owned Real Property or Company Leased Real Property that would reasonably be expected to adversely affect the existing use of such Company Owned Real Property or Company Leased Real Property by the Company or its Subsidiaries in the operation of its business thereon. (c) Except as would not, individually or in the aggregate, have a Company Material Adverse Effect or an SXL Material Adverse Effect: (i) each of the Company and its Subsidiaries has such Rights-of-Way that are necessary for the Company and its Subsidiaries to use and operate their respective assets and properties in the manner that such assets and properties are currently used and operated, and each such Right-of-Way is valid and free and clear of all Liens (other than Company Permitted Liens); (ii) the Company and its Subsidiaries conduct their businesses in a manner that does not violate any of the Rights-of-Way; (iii) the Company and its Subsidiaries have fulfilled and performed all of their obligations with respect to such Rights-of-Way; and (iv) neither the Company nor any of its Subsidiaries has received written notice of, and, to the knowledge of the Company, there does not exist, the occurrence of any ongoing event or circumstance that allows, or after the giving of notice or the passage of time, or both, would allow the limitation, revocation or termination of any Right-of-Way or would result in any impairment of the rights of the Company and its Subsidiaries in and to any such Rights-of-Way. Except as would not, individually or in the aggregate, have a Company Material Adverse Effect or an SXL Material Adverse Effect, all pipelines operated by the Company and its Subsidiaries are subject to all Rights-of-Way that are necessary for the Company and its Subsidiaries to use and operate their respective assets and properties in the manner that such assets and properties are currently conductedused and operated, and there are no gaps (including any gap arising as a result of any breach by the Company or any of its Subsidiaries of the terms of any Rights-of-Way) in such Rights-of-Way that would prevent the Company and its Subsidiaries to use and operate their respective assets and properties in the manner that such assets and properties are currently used and operated.

Real Property. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (a) Neither the Company and nor any of its Subsidiaries have defensible title to owns any real property. (b) SCHEDULE 4.10(B) sets forth a complete list of all real property owned and interests in real property leased by the Company or any of its Subsidiaries (each, a "REAL PROPERTY LEASE", and collectively, the “"REAL PROPERTY LEASES") as lessee or lessor. The Company Owned Real Property”) or the applicable Subsidiary has good, legal and valid marketable title to the leasehold estates in all real property leased, subleased, licensed or otherwise occupied (whether as tenant, subtenant, licensee or pursuant to any other occupancy arrangements) by the Company or any Subsidiary of the Company (collectively, including the improvements, fixtures and structures located thereon, the “Company Leased Real Property” and, together with the Company Owned Real Property, the “Company Real Property”), Property Leases in each case free and clear of all Encumbrances, except Permitted Encumbrances, (b) Liens. Neither the Company and its Subsidiaries have defensible nor any Subsidiary has any reason to believe that such title would not be insurable subject to all Mining Rights included in the Company Owned Real Property, free and clear of all Encumbrances, except Permitted Encumbrances, customary exceptions. (c) each agreement under which the Company or any Subsidiary Each of the Company is the landlord, sublandlord, licensor, tenant, subtenant, licensee or occupant with respect to the Company Leased Real Property (each, a “Company Real Property Lease”) to the knowledge of the Company is in full force and effect and Leases is valid and enforceable against the parties thereto in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally and subject, as to enforceability, to Creditors’ Rightsgeneral principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity), and neither the Company nor any of its Subsidiaries, or to the knowledge of the Company, any other party thereto, has received notice of any violation, breach or there is no default under any Company Real Property Lease, and (d) there does not exist any pending Lease by the Company or the applicable Subsidiary or, to the knowledge of the Company, Threatenedby any other party thereto, condemnation and no event has occurred that with the lapse of time or eminent domain Proceedings that affect any Company Real Property, subject, in each the giving of clauses (a) through (d) above, to adverse proceedings in the Ordinary Coursenotice or both would constitute a default thereunder. The Company has not granted any third party any licensedelivered or otherwise made available to the Purchasers true, possessory or occupancy right or other similar right in any Company correct and complete copies of the Real Property other than Permitted EncumbrancesLeases, except as together with all amendments, modifications, supplements or side letters affecting the obligations of any party thereunder. (d) No previous or current party to any Real Property Lease has not had and would not reasonably be expected given notice of or made a claim with respect to have, individually any breach or in the aggregate, a Company Material Adverse Effectdefault thereunder. Except as has not had, and would not reasonably be expected With respect to have, individually those Real Property Leases that were assigned or in the aggregate, a Company Material Adverse Effect, subleased to the Company Real Property constitutes or a Subsidiary by a third party, all of the real estate, land, buildings, structures and fixtures located thereon and all easements, rights of way, options, coal, mineral, mining, water, surface and other rights and interests appurtenant thereto used in and necessary for the operation in all material respects of the respective businesses of the Company and its Subsidiaries as currently conductedconsents to such assignments or subleases have been obtained.

Real Property. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (a) Section 4.14(a) of the Company Disclosure Letter sets forth a complete and its Subsidiaries have defensible title to all accurate list as of the date of this Agreement of each material real property owned in fee by the Company or any one of its Subsidiaries (collectivelysuch real property, together with all buildings, improvements and fixtures located thereon and all rights and appurtenances thereto, the “Company Owned Real Property”). Except as would not, individually or in the aggregate, have a Company Material Adverse Effect, the Company or one of its Subsidiaries has good and marketable fee title (or the equivalent in any applicable foreign jurisdiction) to each Company Owned Real Property, free and valid leasehold estates in clear of all Liens, other than Permitted Liens. (b) Section 4.14(b) of the Company Disclosure Letter sets forth a complete and accurate list as of the date of this Agreement of each material real property that is leased, subleased, licensed or otherwise occupied (whether as tenant, subtenant, licensee or pursuant to any other occupancy arrangements) by the Company or any Subsidiary one of the Company its Subsidiaries (collectively, including the improvements, fixtures and structures located thereon, the “Company Leased Real Property” and”, together and collectively with the Company Owned Real Property, the “Company Real Property”), free together with a description of the underlying lease, sublease, license or other occupancy agreement (each such agreement, including any amendments, extensions, assignments, guaranties and clear of all Encumbrancesother material agreements with respect thereto, except Permitted Encumbrancesa “Company Real Property Lease”). Except as would not, (b) individually or in the aggregate, have a Company Material Adverse Effect, the Company and or one of its Subsidiaries have defensible title to all Mining Rights included has a good and valid leasehold, subleasehold or licensee interest in the each Company Owned Leased Real Property, free and clear of all EncumbrancesLiens, except other than Permitted Encumbrances, Liens. (c) each agreement under which Except as would not, individually or in the aggregate, have a Company or any Subsidiary of Material Adverse Effect, (i) the Company is the landlord, sublandlord, licensor, tenant, subtenant, licensee or occupant with respect to the Company Leased Real Property (each, a “Company Real Property Lease”) to the knowledge of the Company is in full force adequate operating condition, except for reasonable wear and effect and is valid and enforceable against the parties thereto in accordance with its termstear, subject, as to enforceability, to Creditors’ Rights, and (ii) neither the Company nor any of its SubsidiariesSubsidiaries has entered into a lease, sublease or license or otherwise granted to any Person the knowledge of the Company, any other party thereto, has received notice of any violation, breach right to use or default under occupy any Company Real Property Leaseor any material portion thereof, and (diii) there does not exist neither the Company nor any of its Subsidiaries has received written notice of any pending or, condemnation proceeding with respect to the knowledge of the Company, Threatened, condemnation or eminent domain Proceedings that affect any Company Real Property, subject, in each of clauses (a) through (d) above, and to adverse proceedings in the Ordinary Course. The Company has not granted any third party any license, possessory or occupancy right or other similar right in any Company Real Property other than Permitted Encumbrances, except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company Real Property constitutes all Knowledge of the real estateCompany, land, buildings, structures and fixtures located thereon and all easements, rights of way, options, coal, mineral, mining, water, surface and other rights and interests appurtenant thereto used in and necessary for the operation in all material respects of the respective businesses of the Company and its Subsidiaries as currently conductedno such proceeding is threatened.

Real Property. (a) Section 4.19(a) of the Company Disclosure Schedule contains a complete and correct list of the Company Owned Real Property (including the street address of each parcel of Company Owned Real Property). The Company or one or more of its Subsidiaries has good and marketable fee simple title to the Company Owned Real Property free and clear of any and all Liens, other than Permitted Liens. The Company 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 Company Owned Real Property or any portion thereof or interest therein. (b) Section 4.19(b) of the Company Disclosure Schedule contains a complete and correct list of the material Company Leased Real Property, including with respect to such material Company Leased Real Property the street address of such Company Leased Real Property. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (a) each of the Company and its Subsidiaries have defensible Subsidiaries, as applicable, has good leasehold title to all real property owned by the Company or any of its Subsidiaries (collectively, the “Company Owned Real Property”) and valid leasehold estates in all real property leased, subleased, licensed or otherwise occupied (whether as tenant, subtenant, licensee or pursuant to any other occupancy arrangements) by the Company or any Subsidiary of the Company (collectively, including the improvements, fixtures and structures located thereon, the “Company Leased Real Property” and, together with the Company Owned Real Property, the “Company Real Property”), free and clear of all Encumbrances, except Permitted Encumbrances, (b) the Company and its Subsidiaries have defensible title to all Mining Rights included in the Company Owned Real Property, free and clear of all Encumbrancesany Liens, except other than Permitted Encumbrances, (c) each agreement under which the Company or any Subsidiary of the Company is the landlord, sublandlord, licensor, tenant, subtenant, licensee or occupant with respect to Liens. All leases and subleases for the Company Leased Real Property (each, a “Company Real Property Lease”set forth on Section 4.19(b) to the knowledge of the Company is Disclosure Schedule are valid and in full force and effect and is valid and enforceable against in all material respects except to the parties thereto extent they have previously expired or terminated in accordance with its terms, subject, as to enforceability, to Creditors’ Rights, their terms and neither the Company nor any of its SubsidiariesSubsidiaries nor, or to the knowledge Knowledge of the Company, any other party theretothird party, has received notice violated any provision of, or committed or failed to perform any act which, with or without notice, lapse of any violationtime or both, breach or would constitute a default under the provisions of, any lease or sublease for such Company Real Property Lease, and (d) there does not exist any pending or, to the knowledge of the Company, Threatened, condemnation or eminent domain Proceedings that affect any Company Leased Real Property, subject, in each of clauses (a) through (d) above, to adverse proceedings in the Ordinary Course. The Company has not granted any third party any license, possessory or occupancy right or other similar right in any Company Real Property other than Permitted Encumbrances, except as has not had and would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect. Except Neither the Company nor any of its Subsidiaries has entered into with any other Person any sublease, license or other Contract that is material to the Company and its Subsidiaries, taken as has not hada whole, and would not reasonably be expected that relates to have, individually the use or in the aggregate, a Company Material Adverse Effect, occupancy of all or any portion of the Company Leased Real Property. (c) The Company Owned Real Property constitutes and the Company Leased Real Property constitute all of the real estate, land, buildings, structures and fixtures located thereon and all easements, rights of way, options, coal, mineral, mining, water, surface and other rights and interests appurtenant thereto property that is currently used in and necessary for connection with the operation in all material respects of the respective businesses business of the Company and its Subsidiaries and that are necessary for the continued operation of the Company’s business as the business is currently conducted.

Real Property. (a) Section 3.11(a) of the Company Disclosure Schedule sets forth a complete and accurate list by address of all Owned Real Property. Except as has not had and would not reasonably be expected to haveexpected, individually or in the aggregate, a Company Material Adverse Effect, (a) the Company and its Subsidiaries to have defensible title to all real property owned by the Company or any of its Subsidiaries (collectively, the “Company Owned Real Property”) and valid leasehold estates in all real property leased, subleased, licensed or otherwise occupied (whether as tenant, subtenant, licensee or pursuant to any other occupancy arrangements) by the Company or any Subsidiary of the Company (collectively, including the improvements, fixtures and structures located thereon, the “Company Leased Real Property” and, together with the Company Owned Real Property, the “Company Real Property”), free and clear of all Encumbrances, except Permitted Encumbrances, (b) the Company and its Subsidiaries have defensible title to all Mining Rights included in the Company Owned Real Property, free and clear of all Encumbrances, except Permitted Encumbrances, (c) each agreement under which the Company or any Subsidiary of the Company is the landlord, sublandlord, licensor, tenant, subtenant, licensee or occupant with respect to the Company Leased Real Property (each, a “Company Real Property Lease”) to the knowledge of the Company is in full force and effect and is valid and enforceable against the parties thereto in accordance with its terms, subject, as to enforceability, to Creditors’ Rights, and neither the Company nor any of its Subsidiaries, or to the knowledge of the Company, any other party thereto, has received notice of any violation, breach or default under any Company Real Property Lease, and (d) there does not exist any pending or, to the knowledge of the Company, Threatened, condemnation or eminent domain Proceedings that affect any Company Real Property, subject, in each of clauses (a) through (d) above, to adverse proceedings in the Ordinary Course. The Company has not granted any third party any license, possessory or occupancy right or other similar right in any Company Real Property other than Permitted Encumbrances, except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company Real Property constitutes all of the real estate, land, buildings, structures and fixtures located thereon and all easements, rights of way, options, coal, mineral, mining, water, surface and other rights and interests appurtenant thereto used in and necessary for the operation in all material respects of the respective businesses or one of the Company Subsidiaries has good fee simple title to all Owned Real Property and valid leasehold interests in all Leased Real Property, in each case free and clear of all Liens, except Permitted Liens. Except as would not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect, the Company and/or the Company Subsidiaries have exclusive possession of each Leased Real Property and Owned Real Property, other than any use and occupancy rights granted to third-party owners, tenants or licensees pursuant to agreements with respect to such real property entered into in the ordinary course of business. (b) Section 3.11(b) of the Company Disclosure Schedule sets forth a complete and accurate list by address of all Leased Real Property and each lease agreement with respect thereto (the “Company Leases”). As of the date hereof, the Company has made available to Parent a true and complete copy of each material Company Lease. Except as would not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect, (i) each Company Lease is in full force and effect, binding and enforceable in accordance with its terms, except as such enforceability (x) may be limited by the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and (y) is subject to the effect of general principles of equity (regardless of whether considered in a proceeding at Law or in equity), (ii) neither the Company nor any of the Company Subsidiaries as currently conductedis, nor, to the Company’s Knowledge, is any other party (in each case, with or without notice or lapse of time, or both) in breach or default under any Company Lease, (iii) there is no pending or, to the Company’s Knowledge, threatened appropriation, condemnation, eminent domain or similar proceeding, or sale or other disposition in lieu of condemnation, affecting the Owned Real Property or, to the Company’s Knowledge, the Leased Real Property, (iv) the Company and the Company Subsidiaries enjoy peaceful and undisturbed possession under all Company Leases, (v) there are no latent defects or material adverse physical conditions affecting the Owned Real Property or the Leased Real Property and (vi) there are no contractual or legal restrictions that preclude or restrict the ability to use any Owned Real Property or Leased Real Property by the Company or any of the Company Subsidiaries for the current use of such property. (c) The Company and/or the Company Subsidiaries have good and valid title to, or in the case of leased tangible assets, a valid leasehold interest in, all of their material tangible assets, free and clear of all Liens, except Permitted Liens.

Real Property. Except (i) None the Company or any of its Subsidiaries owns any real property. Section 2.1(k)(i) of the Company Disclosure Schedule sets forth a list of all material leases, subleases, licenses and other agreements (true, correct and complete copies of which have been delivered to Parent relating to real property with respect to which the Company and/or any of its Subsidiaries are a party (collectively, the “Leases”). The Leases are legal, valid, binding, enforceable and in full force and effect, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors generally and by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law), and the Company and/or its Subsidiaries has not had a valid leasehold interest in the leasehold estates and licenses created by the Leases free and clear of Liens, except where such Liens would not reasonably be expected to have, individually or interfere in any material respect with the aggregate, a Company Material Adverse Effect, (a) conduct of the business of the Company and its Subsidiaries as currently conducted on the leased premises and would not in the aggregate have defensible title a Material Adverse Effect on the Company. To the best knowledge of the Company, no other parties to all real property owned the Leases are in breach or default of any such leases. In addition, neither the Company or any of its Subsidiaries are in breach or default of any of the Leases, and no events have occurred which, with the passage of time, could constitute a default or breach by the Company or any of its Subsidiaries (collectively, the “Company Owned Real Property”) and valid leasehold estates in all real property leased, subleased, licensed or otherwise occupied (whether as tenant, subtenant, licensee or pursuant to under any other occupancy arrangements) by the Company or any Subsidiary of the Company (collectively, including the improvements, fixtures and structures located thereon, the “Company Leased Real Property” and, together with the Company Owned Real Property, the “Company Real Property”), free and clear of all Encumbrances, except Permitted Encumbrances, (b) the Company and its Subsidiaries have defensible title to all Mining Rights included in the Company Owned Real Property, free and clear of all Encumbrances, except Permitted Encumbrances, (c) each agreement under which the Company or any Subsidiary of the Company is the landlord, sublandlord, licensor, tenant, subtenant, licensee or occupant with respect to the Company Leased Real Property (each, a “Company Real Property Lease”) to the knowledge of the Company is in full force and effect and is valid and enforceable against the parties thereto in accordance with its terms, subject, as to enforceability, to Creditors’ Rights, and neither the Company nor any of its Subsidiaries, or to the knowledge of the Company, any other party thereto, has received notice of any violation, breach or default under any Company Real Property Lease, and (d) there does not exist any pending Leases or, to the knowledge of the Company, Threatenedcould constitute a default or breach by any other party under any Lease. (ii) No consent or approval is required to be obtained under any of the Leases, condemnation and no breach, default or eminent domain Proceedings that affect right of termination shall arise under any Company Real Property, subjectLease nor does any landlord or other party have the right to increase the amounts payable or charge any sum under any Lease, in each case in connection with the execution and delivery of clauses (a) through (d) abovethis Agreement by the Company or the consummation by the Company of the transactions contemplated hereby, except to the extent that the foregoing individually and in the aggregate would not have a Material Adverse Effect on the Company. Neither the Company nor any of its Subsidiaries or, to adverse proceedings in the Ordinary Courseknowledge of the Company, any affiliates of any of the foregoing is, or has an ownership, financial or other interest in, the landlord under any of the Leases. The Company has not granted any third party any license, possessory or occupancy right or other similar right in any Company Real Property other than Permitted Encumbrances, except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company Real Property constitutes Leases comprise all of the real estateproperty used or intended to be used in, landor otherwise related to, buildingsthe Company’s and its Subsidiaries’ business. Neither the Company nor any of its Subsidiaries is subletting any space covered by, structures and fixtures located thereon and all easementsor has assigned its interest in, rights any of way, options, coal, mineral, mining, water, surface and the Leases. All brokerages commissions or other rights and interests appurtenant thereto used fees due in and necessary connection with the real estate lease for the operation Company’s headquarters in all material respects Dallas, Texas have been paid in full on or prior to the date hereof. (iii) All of the respective businesses Company’s and its Subsidiaries’ material personal property, including computers, electronics, leasehold improvements, furnishings, machinery and equipment, is in good repair (ordinary wear and tear excepted), is in good working order and, to the knowledge of the Company, materially complies with all applicable Laws. (iv) Except as set forth in Section 2.1(k)(iv) of the Company and Disclosure Schedule, neither the Company nor any of its Subsidiaries as currently conductedis contractually obligated to undertake or pay for the restoration or removal of any alterations or improvements or the repair of any damages (including any such damages arising from lapses of maintenance) with respect to any leased real property which is reasonably likely to cost in excess of $100,000 in the aggregate except to the extent that such restoration, removal, alteration, improvement or repair is specifically provided for on the most recent consolidated balance sheet of the company.

Real Property. (a) Section 3.07(a) of the Seller Disclosure Letter sets forth a true, accurate and complete list, as of the date of this Agreement, of the addresses of all real property owned by any Group Company (the “Owned Real Property”). A Group Company has or will have, as of the Closing Date, free and clear of all Liens other than Permitted Liens, good and defensible fee simple title to each Owned Real Property. Except as has set forth in Section 3.07(a) of the Seller Disclosure Letter and except as is not had and would not reasonably be expected to havenot, individually or in the aggregate, a Company Material Adverse Effectreasonably be expected to be material to the Business, (a) the Company and its Subsidiaries have defensible title with respect to all real property owned by the Company or any of its Subsidiaries (collectively, the “Company each Owned Real Property”: (i) there are no outstanding options, rights of first offer or rights of first refusal for the benefit of a third party to purchase any such Owned Real Property or any portion thereof or interest therein, (ii) there is no condemnation or other proceeding in eminent domain, pending or, to the Knowledge of Seller, threatened, affecting such Owned Real Property or any portion thereof or interest therein and valid leasehold estates in (iii) the applicable Group Company has not leased or granted to any third party a right to use or occupy all or any portion of such Owned Real Property. (b) Section 3.07(b) of the Seller Disclosure Letter sets forth a true, accurate and complete list, as of the date of this Agreement, of the addresses of all real property leased, subleased, subleased or licensed or otherwise occupied (whether as tenant, subtenant, licensee or pursuant to by any other occupancy arrangements) by the Company or any Subsidiary of the Group Company (collectivelyas lessee, including the improvements, fixtures and structures located thereon, sublessee or licensee) (the “Company Leased Real Property” and, together with the Company Owned Real Property, the “Company Real Property”). A Group Company has or will have, as of the Closing Date, free and clear of all EncumbrancesLiens other than Permitted Liens, a good and valid leasehold, subleasehold or license interest in each Leased Real Property. Except as set forth in Section 3.07(b) of the Seller Disclosure Letter and except Permitted Encumbrancesas is not and would not, (b) the Company and its Subsidiaries have defensible title to all Mining Rights included individually or in the Company Owned Real Propertyaggregate, free and clear of all Encumbrancesreasonably be expected to be material to the Business, except Permitted Encumbrances, (c) each agreement under which the Company or any Subsidiary of the Company is the landlord, sublandlord, licensor, tenant, subtenant, licensee or occupant with respect to the Company each underlying lease, sublease, license or occupancy agreement for each Leased Real Property (each, a “Company Real Property Lease”): (i) to the knowledge of the Company such Lease is legal, valid, in full force and effect and is valid effect, binding and enforceable against the parties thereto in accordance with its termsapplicable Group Company, subject, as to enforceabilityand, to Creditors’ Rightsthe Knowledge of Seller, and neither against the Company nor any of its Subsidiaries, or to the knowledge of the Company, any other party thereto, has received notice (ii) neither the applicable Group Company nor, to the Knowledge of any violationSeller, the other party to such Lease is in material breach or default under any Company Real Property Leasethereunder, and (d) there does not exist any pending orand, to the knowledge Knowledge of Seller, no event has occurred or circumstance exists which, with the Companydelivery of notice, Threatenedpassage of time or both, condemnation would constitute such a material breach or eminent domain Proceedings that affect any Company Real Propertydefault or permit the termination, subjectmodification or acceleration of rent under such Lease, in (iii) Seller has provided Purchaser with a true, complete and accurate copy of each of clauses such Lease, together with all amendments and modifications thereto and (aiv) through (d) above, to adverse proceedings in the Ordinary Course. The applicable Group Company has not subleased or granted to any third party a right to use or occupy all or any license, possessory or occupancy right or other similar right in any Company portion of such Leased Real Property. (c) The Owned Real Property other than Permitted Encumbrances, except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company Leased Real Property constitutes constitute all of the real estate, land, buildings, structures and fixtures located thereon and all easements, rights of way, options, coal, mineral, mining, water, surface and other rights and interests appurtenant thereto used in and property necessary for the operation in all material respects of the respective businesses of the Company and its Subsidiaries Business as currently conducted.

Real Property. Except as (a) None of the Company or any Company Subsidiary owns, or has owned, any real property or has any option, right of first refusal, right of first offer or similar right to acquire any real property. (b) Section 4.9(b) of the Company Disclosure Schedule sets forth a correct and complete list (showing the parties thereto, annual rental, expiration date, renewal and purchase options, if any, the Improvements thereon, the uses being made thereof and the location of the real property covered by, and the space occupied under, such lease or other agreement) of all leasehold or subleasehold interests or other rights of use or occupancy held by the Company in any Real Property (the “Leasehold Property”). The Company has heretofore made available to Parent true and complete copies of all leases, subleases and other use or occupancy Contracts under which the Company holds any Leasehold Property. Each of the leases, subleases and other use or occupancy Contracts (the “Leases”) under which the Company holds any Leasehold Property constitutes a legal, valid and binding obligation of, and is enforceable against, the Company and, to the Company’s Knowledge, against any other party thereto. The Company is not had in default in any material respect under any Lease, nor has any notice of a material default been received by the Company. The Company holds the applicable Leasehold Property under each Lease free and would clear of any Liens, other than Permitted Liens, except where the failure to hold such Lease free and clear of any Liens has not, and could not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. There are no leases, (a) subleases, licenses, concessions or other agreements, written or oral, pursuant to which the Company and its Subsidiaries have defensible title has granted to all real property owned any Person the right of use or occupancy of any portion of any parcel of Leasehold Property held by the Company or any of its Subsidiaries (collectively, the “Company Owned Real Property”) and valid leasehold estates in all real property leased, subleased, licensed or otherwise occupied (whether as tenant, subtenant, licensee or pursuant to any other occupancy arrangements) by the Company or any Subsidiary of the Company (collectively, including the improvements, fixtures and structures located thereon, the “Company Leased Real Property” and, together with the Company Owned Real Property, the “Company Real Property”), free and clear of all Encumbrancesunder a Lease, except Permitted Encumbrances, (b) the Company and its Subsidiaries have defensible title to all Mining Rights included in the Company Owned Real Property, free and clear of all Encumbrances, except Permitted Encumbrances, (c) each agreement under which the Company or any Subsidiary of the Company is the landlord, sublandlord, licensor, tenant, subtenant, licensee or occupant with respect to the Company Leased Real Property (each, a “Company Real Property Lease”) to the knowledge of the Company is in full force and effect and is valid and enforceable against the parties thereto in accordance with its terms, subject, as to enforceability, to Creditors’ Rightswhere such grant has not, and neither the Company nor any of its Subsidiaries, or to the knowledge of the Company, any other party thereto, has received notice of any violation, breach or default under any Company Real Property Lease, and (d) there does not exist any pending or, to the knowledge of the Company, Threatened, condemnation or eminent domain Proceedings that affect any Company Real Property, subject, in each of clauses (a) through (d) above, to adverse proceedings in the Ordinary Course. The Company has not granted any third party any license, possessory or occupancy right or other similar right in any Company Real Property other than Permitted Encumbrances, except as has not had and would could not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as The Company has not hadthe right to quiet enjoyment of all the Leasehold Property for the full term of each such Lease (and any renewal option relating thereto), and would the leasehold or other interest of the Company in such Leasehold Property is not subject or subordinate to any Lien except for Permitted Liens, except such Liens that have not, and could not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (c) Neither the whole nor any part of any Leasehold Property is subject to any pending suit or proceedings for condemnation, expropriation or other taking by any Governmental Authority, and, to the Company Real Property constitutes all Company’s Knowledge, no such condemnation, expropriation or other taking is threatened or contemplated, except where such suit or proceeding has not, and could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (d) Except for the Permitted Liens, to the Company’s Knowledge none of the real estateLeasehold Property is subject to any lease, landsublease, buildings, structures and fixtures located thereon and all easements, rights license or other agreement granting to any other Person any right to the use or occupancy of way, options, coal, mineral, mining, water, surface and other rights and interests appurtenant thereto used in and necessary for the operation in all material respects of the respective businesses of the Company and its Subsidiaries as currently conductedsuch Leasehold Property or any part thereof.

Real Property. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (a) the The Company or one of its Subsidiaries, as applicable, has valid, good and its Subsidiaries have defensible marketable title to all of the real or immovable property owned by the Company or its Subsidiaries (the "Owned Properties") free and clear of any Liens, except for Permitted Liens. There are no outstanding options or rights of first refusal to purchase the Owned Properties, or any portion thereof or interest therein. (b) Except as disclosed in Section 26(b) of the Company Disclosure Letter, each lease, sublease, license or occupancy agreement for real or immovable property leased, subleased, licensed or occupied by the Company or its Subsidiaries (the "Leased Properties") is valid, legally binding and enforceable against the Company or its Subsidiary, as applicable, in accordance with its terms and in full force and effect unamended by oral or written agreement, true and complete copies of which (including all related amendments, supplements, notices and ancillary agreements) have been disclosed in the Company Data Room, and none of the Company or any of its Subsidiaries is in breach of, or default under, such lease, sublease, license or occupancy agreement, and no event has occurred which, with notice, lapse of time or both, would constitute such a breach or default by the Company or any of its Subsidiaries or permit termination, modification or acceleration by any third party thereunder. (collectivelyc) No third party has repudiated or has the right to terminate or repudiate any such lease, sublease, license or occupancy agreement (except for the “Company Owned Real Property”normal exercise of remedies in connection with a default thereunder or any termination rights set forth in the lease, sublease, license or occupancy agreement) and valid leasehold estates in all real property leasedor any provision thereof. (d) None of the leases, subleasedsubleases, licensed licenses or otherwise occupied (whether as tenant, subtenant, licensee or pursuant to any other occupancy arrangements) agreements has been assigned by the Company or any Subsidiary of the Company (collectively, including the improvements, fixtures and structures located thereon, the “Company Leased Real Property” and, together with the Company Owned Real Property, the “Company Real Property”), free and clear of all Encumbrances, except Permitted Encumbrances, (b) the Company and its Subsidiaries have defensible title to all Mining Rights included in the Company Owned Real Property, free and clear of all Encumbrances, except Permitted Encumbrances, (c) each agreement under which the Company or any Subsidiary of the Company is the landlord, sublandlord, licensor, tenant, subtenant, licensee or occupant with respect to the Company Leased Real Property (each, a “Company Real Property Lease”) to the knowledge of the Company is in full force and effect and is valid and enforceable against the parties thereto in accordance with its terms, subject, as to enforceability, to Creditors’ Rights, and neither the Company nor any of its Subsidiaries, or to the knowledge of the Company, any other party thereto, has received notice favour of any violation, breach Person or default under any Company Real Property Lease, and (d) there does not exist any pending or, to the knowledge of the Company, Threatened, condemnation sublet or eminent domain Proceedings that affect any Company Real Property, subject, in each of clauses (a) through (d) above, to adverse proceedings in the Ordinary Course. The Company has not granted any third party any license, possessory or occupancy right or other similar right in any Company Real Property other than Permitted Encumbrances, except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company Real Property constitutes all of the real estate, land, buildings, structures and fixtures located thereon and all easements, rights of way, options, coal, mineral, mining, water, surface and other rights and interests appurtenant thereto used in and necessary for the operation in all material respects of the respective businesses of the Company and its Subsidiaries as currently conductedsublicensed.

Real Property. Except as has not had and would not reasonably be expected (i) Neither the Company nor any of its Subsidiaries owns any real property. Section 3.1(k) of the Company Disclosure Letter sets forth (i) the location of all real property directly or indirectly leased to havethe Company or any of its Subsidiaries (the “Company Leased Real Property”) pursuant to a lease, individually sublease or in the aggregate, a Company Material Adverse Effect, (a) other similar agreement under which any one or more of the Company and its Subsidiaries is the lessee or sublessee (collectively, the “Company Leases”) and (ii) a list of all Company Leases. Copies of all Company Leases, together with any modifications, extensions, amendments and assignments thereof, have defensible title heretofore been, or prior to all real property owned Closing will have been, furnished or made available to Buyer. Except as disclosed in Section 3.1(k) of the Company Disclosure Letter, neither the Company nor, to the Knowledge of Seller Parties, any lessor or sublessor under any of the Company Leases (“Lessor”) is in default in any material respect under any of the Company Leases. Except as disclosed in Section 3.1(k) of the Company Disclosure Letter, no Lessor has made a written claim of default by the Company or any of its Subsidiaries (collectively, the “Company Owned Real Property”) and valid leasehold estates in all real property leased, subleased, licensed or otherwise occupied (whether as tenant, subtenant, licensee or pursuant to under any other occupancy arrangements) by the Company or any Subsidiary of the Company (collectivelyLeases nor, including to the improvementsKnowledge of Seller Parties, fixtures and structures located thereondoes there exist any condition which, the “Company Leased Real Property” and, together with the passage of time or the giving of notice, would constitute a default under any such Company Owned Real Property, the “Company Real Property”), free and clear of all Encumbrances, except Permitted Encumbrances, Leases in any material respect. (bii) the Company and its Subsidiaries have defensible title to all Mining Rights included in the Company Owned Real Property, free and clear of all Encumbrances, except Permitted Encumbrances, (c) each agreement under which the Company or any Subsidiary of the Company is the landlord, sublandlord, licensor, tenant, subtenant, licensee or occupant with respect to the Company Leased Real Property (each, a “Company Real Property Lease”) to the knowledge of the Company is in full force and effect and is valid and enforceable against the parties thereto in accordance with its terms, subject, as to enforceability, to Creditors’ Rights, and neither Neither the Company nor any of its SubsidiariesSubsidiaries has, or to since the knowledge of the CompanyBalance Sheet Date, received any other party thereto, has received notice of violation of any violationapplicable building, breach zoning, subdivision, health and safety or default under any Company Real Property Lease, and (d) there does not exist any pending orother Laws and, to the knowledge Knowledge of Seller Parties, there is no basis for the issuance of any such notice or the taking of any action for any such violation. (iii) Neither the Company nor any of its Subsidiaries has, since the Balance Sheet Date, received notice from any Governmental Entity with respect to any of the Company, Threatened, condemnation or eminent domain Proceedings that affect any Company Leased Real Property: (i) that any building or structure thereon, subject, in each of clauses (a) through (d) above, to adverse proceedings in the Ordinary Course. The Company has not granted any third party any license, possessory equipment therein or occupancy right or other similar right in any Company Real Property other than Permitted Encumbrances, except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company Real Property constitutes all of the real estate, land, buildings, structures and fixtures located thereon and all easements, rights of way, options, coal, mineral, mining, water, surface and other rights and interests appurtenant thereto used in and necessary for the operation in all material respects of the respective businesses of the Company and its Subsidiaries as currently conductedor maintenance thereof violates any Law; or (ii) that any condemnation proceeding is pending or threatened.

Real Property. (a) The Company does not own as of the date hereof and has never owned any Real Property. (b) Schedule 4.11(b) sets forth the addresses of all Leased Real Property and a true and complete list of all Leases (together with all amendments, modifications and other written agreements with respect thereto) as of the date hereof. The Company has made available to Parent a copy of each such Lease, together will all amendments, modifications and other written agreements with respect thereto. Except as set forth in Schedule 4.11(b), with respect to each Lease: (i) the Company has a valid and enforceable leasehold interest, free and clear of all Liens except Permitted Liens; (ii) such Lease is the valid and binding obligation of the Company party thereto, enforceable in accordance with its terms subject to bankruptcy, reorganization, receivership and other similar Laws affecting creditors’ rights generally; (iii) as of the date hereof, neither the Company nor, to the Company’s Knowledge, any other party to such Lease is in default under such Lease and no event has occurred which, with the passage of time or the giving of notice or both would result in a default, breach or event of noncompliance by the Company under any such Lease; at Closing, there shall not exist a default under any such Lease and no event shall have occurred which, with the passage of time or the giving of notice or both would result in a default, breach or event of noncompliance by the applicable Company under any such Lease; (iv) the Company has not had subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property or any portion thereof; (v) the Company has not collaterally assigned or granted any other security interest in such Leased Real Property or any portion thereof; and (vi) the transactions contemplated by this Agreement do not require the consent of any party to any such Lease and will not terminate or allow any party to terminate any such Lease. (c) To the Company’s Knowledge, there is no condemnation, expropriation or other proceeding in eminent domain pending or threatened, affecting the Leased Real Property or any portion thereof or interest therein. (d) To the Company’s Knowledge, there are no pending or threatened Liens, special assessments, impositions or increases in assessed valuations to be made against the Leased Real Property. (e) All improvements and buildings on the Leased Real Property are in good repair and have been maintained in accordance with prudent industry practice and are sufficient (subject to normal wear and tear) to operate the Business thereon. (f) To the Company’s Knowledge, the Leased Real Property is in material compliance with all applicable building, zoning, subdivision, health and safety and other land use Laws, and all insurance requirements affecting the Leased Real Property (collectively, the “Real Property Laws”), and the current use or occupancy of the Leased Real Property or operation of the Business thereon does not violate any Real Property Laws, except for violations that would not reasonably be expected to havenot, individually or in the aggregate, a Company Material Adverse Effect, (a) the Company and its Subsidiaries have defensible title to all real property owned by the Company or any of its Subsidiaries (collectively, the “Company Owned Real Property”) and valid leasehold estates in all real property leased, subleased, licensed or otherwise occupied (whether as tenant, subtenant, licensee or pursuant to any other occupancy arrangements) by the Company or any Subsidiary of the Company (collectively, including the improvements, fixtures and structures located thereon, the “Company Leased Real Property” and, together with the Company Owned Real Property, the “Company Real Property”), free and clear of all Encumbrances, except Permitted Encumbrances, (b) the Company and its Subsidiaries have defensible title to all Mining Rights included in the Company Owned Real Property, free and clear of all Encumbrances, except Permitted Encumbrances, (c) each agreement under which the Company or any Subsidiary of the Company is the landlord, sublandlord, licensor, tenant, subtenant, licensee or occupant with respect to the Company Leased Real Property (each, a “Company Real Property Lease”) to the knowledge of the Company is in full force and effect and is valid and enforceable against the parties thereto in accordance with its terms, subject, as to enforceability, to Creditors’ Rights, and neither the Company nor any of its Subsidiaries, or to the knowledge of the Company, any other party thereto, has received notice of any violation, breach or default under any Company Real Property Lease, and (d) there does not exist any pending or, to the knowledge of the Company, Threatened, condemnation or eminent domain Proceedings that affect any Company Real Property, subject, in each of clauses (a) through (d) above, to adverse proceedings in the Ordinary Course. The Company has not granted any third party any license, possessory or occupancy right or other similar right in any Company Real Property other than Permitted Encumbrances, except as has not had and would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect. Except as has not had, . (g) This Section 4.11 contains the sole and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company Real Property constitutes all of the real estate, land, buildings, structures exclusive representations and fixtures located thereon and all easements, rights of way, options, coal, mineral, mining, water, surface and other rights and interests appurtenant thereto used in and necessary for the operation in all material respects of the respective businesses warranties of the Company and its Subsidiaries as currently conductedwith respect to any Leased Real Property matters, including any arising under any Real Property Laws.

Real Property. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (a) Neither the Company and its Subsidiaries have defensible title to all real property owned by nor any of the Company or Subsidiaries owns any real property. (b) Section 4.24(b) of its Subsidiaries the Company Disclosure Schedules sets forth (collectivelyi) a true, the “Company Owned Real Property”) correct and valid leasehold estates in complete list of all real property leased, subleased, licensed licensed, sublicensed or otherwise occupied (whether as tenant, subtenant, licensee or pursuant to any other occupancy arrangements) by the Company or any Subsidiary of the Company Subsidiaries (collectivelyeach, including the improvements, fixtures and structures located thereon, the a “Company Leased Real Property” and, together with the Company Owned Real Property, the “Company Real Property”), free and clear of all Encumbrances, except Permitted Encumbrances, (bii) the Company address for each Leased Real Property and its Subsidiaries have defensible title to all Mining Rights included in (iii) the current rent amounts payable by the Company Owned or any of the Company Subsidiaries with respect to each Leased Real Property. The Company has Made Available to Parent complete and correct copies of each such lease, sublease, license, sublicense or other occupancy agreement, in each case including all amendments thereto (each, a “Lease Agreement”) for each Leased Real Property. The Lease Agreement for each Leased Real Property is a valid and binding obligation of the Company or one of the Company Subsidiaries, as applicable, and to the Company’s Knowledge, any counterparty thereunder, and are in full force and effect. The Company or one of the Company Subsidiaries has a valid leasehold, subleasehold, license, sublicense or similar interest in each Leased Real Property, free and clear of all EncumbrancesLiens except for Permitted Liens. Either the Company or one of the Company Subsidiaries, except Permitted Encumbrancesas applicable, (c) has performed all material obligations required to be performed by it to date under each agreement under which Lease Agreement, and there are no outstanding material defaults or circumstances which, upon the giving of notice or passage of time or both, would constitute a material default or breach by the Company or any Subsidiary of the Company is the landlordSubsidiaries or, sublandlord, licensor, tenant, subtenant, licensee or occupant with respect to the Company Company’s Knowledge, by any counterparty under any Lease Agreement for a Leased Real Property Property. (c) Section 4.24(c) of the Company Disclosure Schedules sets forth (i) a true, correct and complete list of all real property (whether owned, leased, subleased, licensed, sublicensed or otherwise occupied by the Company or any of the Company Subsidiaries) of the Company or any Company Subsidiary that is leased, subleased, licensed, sublicensed or otherwise occupied by a Person other than the Company or any of the Company Subsidiaries (each, a “Rented Real Property”), (ii) the address for each Rented Real Property, (iii) the current rent amounts payable by the Company Real Property Lease”) to the knowledge or any of the Company Subsidiaries with respect to each Rented Real Property and (iv) the current rent amounts paid to the Company or any of the Company Subsidiaries with respect to each Rented Real Property. The Company has Made Available to Parent complete and correct copies of each such lease, sublease, license, sublicense or other occupancy agreement, in each case including all amendments thereto (each, a “Rental Agreement”) for each Rented Real Property. The Rental Agreements for each Rented Real Property is a valid and binding obligation of the Company or one of the Company Subsidiaries, as applicable, and to the Company’s Knowledge, any counterparty thereunder, and are in full force and effect effect. The Company or one of the Company Subsidiaries has a valid leasehold, subleasehold, license, sublicense or similar interest in each Rented Real Property, free and is valid and enforceable against clear of all Liens except for Permitted Liens. Either the parties thereto in accordance with its terms, subjectCompany or one of the Company Subsidiaries, as applicable, has performed all material obligations required to enforceability, be performed by it to Creditors’ Rightsdate under each Rental Agreement, and neither there are no outstanding material defaults or circumstances which, upon the giving of notice or passage of time or both, would constitute a material default or breach by the Company nor or any of its Subsidiaries, or to the knowledge of the Company, any other party thereto, has received notice of any violation, breach or default under any Company Real Property Lease, and (d) there does not exist any pending Subsidiaries or, to the knowledge of the Company’s Knowledge, Threatened, condemnation or eminent domain Proceedings that affect by any Company counterparty under any Rental Agreement for a Rented Real Property, subject, in each of clauses (a) through . (d) above, The premises demised pursuant to adverse proceedings in the Ordinary Course. The Company has not granted any third party any license, possessory or occupancy right or other similar right in any Company Lease Agreements for the Leased Real Property other than Permitted Encumbrances, except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company Real Property constitutes all of the real estate, land, buildings, structures and fixtures located thereon and all easements, rights of way, options, coal, mineral, mining, water, surface and other rights and interests appurtenant thereto used in and necessary for the operation is in all material respects in sufficient order, condition and repair for the current conduct of the respective businesses business of the Company and its Subsidiaries as currently conductedCompany.

Real Property. (a) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect, (a) the Company and or one of its Subsidiaries have defensible 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 (collectively, the “Company Owned Real Property”) and valid leasehold estates in all real property leased, subleased, licensed or otherwise occupied (whether as tenant, subtenant, licensee or pursuant to any other occupancy arrangements) by the Company or any Subsidiary of the Company (collectively, including the improvements, fixtures and structures located thereon, the “Company Leased Real Property” and, together with the Company Owned Real Property, the “Company Real Property”), free and clear of all Encumbrances, except Liens (other than Permitted Encumbrances, (bLiens). Section 4.18(a) of the Company and its Subsidiaries have defensible title to all Mining Rights included in Disclosure Letter sets forth, as of the Company date hereof, a list of the Owned Real Property, free and clear of all Encumbrances, except Permitted Encumbrances, (c) each agreement under which the Company or any Subsidiary . As of the Company is the landlorddate hereof, sublandlordthere are no pending, licensoror, tenant, subtenant, licensee or occupant with respect to the Company Leased Real Property (each, a “Company Real Property Lease”) to the knowledge of the Company is in full force and effect and is valid and enforceable against the parties thereto in accordance with its terms, subject, as to enforceability, to Creditors’ Rights, and neither the Company nor any of its Subsidiaries, or to the knowledge Knowledge of the Company, any other party theretothreatened in writing, has received notice of any violationappropriation, breach condemnation, eminent domain or default under any Company Real Property Lease, and (d) there does not exist any pending or, like proceedings relating to the knowledge Owned Real Property. (b) Section 4.18(b) of the CompanyCompany Disclosure Letter sets forth, Threatenedas of the date hereof, condemnation or eminent domain Proceedings that affect any a list of the Material Company Real PropertyLeases, subject, in each of clauses (a) through (d) above, to adverse proceedings in the Ordinary Course. The Company has not granted any third party any license, possessory or occupancy right including a street address or other similar right in any description of the premises leased and the Company Real Property other than Permitted Encumbrancesor Subsidiary that leases the same. Copies of all Material Company Leases (including all material modifications, except as has not had amendments, supplements, waivers and would not reasonably be expected side letters thereto) have been made available to have, individually or in the aggregate, a Company Material Adverse EffectParent. Except as has not had, and would not reasonably be expected to haveconstitute, individually or in the aggregate, a Company Material Adverse Effect, the Company Real Property constitutes or one of its Subsidiaries has a good and valid leasehold interest in the real property subject to each Company Lease, free and clear of all Liens (other than Permitted Liens), and each 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 constitute, individually or in the aggregate, a Company Material Adverse Effect, the Company or one of its Subsidiaries owns or leases all of the real estatematerial tangible personal property shown to be owned or leased by the Company or any of its Subsidiaries reflected in the latest audited financial statements included in the Company SEC Documents or acquired after the date thereof, landfree and clear of all Liens (other than Permitted Liens), buildings, structures and fixtures located thereon and all easements, rights except to the extent disposed of way, options, coal, mineral, mining, water, surface and other rights and interests appurtenant thereto used in and necessary for the operation in all material respects ordinary course of business since the date of the respective businesses of latest audited financial statements included in the Company and its Subsidiaries as currently conductedSEC Documents.

Real Property. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (a) Section 4.11(a) of the Company Seller Disclosure Schedule sets forth the address and its Subsidiaries have defensible title to all description of each real property owned by the Company or any of its Subsidiaries Company Subsidiary (collectively, the “Company Owned Real Property”). Except as set forth on Section 4.11(a) and valid leasehold estates in all real property leasedof the Seller Disclosure Schedule, subleased, licensed or otherwise occupied (whether as tenant, subtenant, licensee or pursuant to any other occupancy arrangements) by the Company or any Subsidiary one or more of the Company (collectively, including Subsidiaries has not granted any third-party the improvements, fixtures and structures located thereon, right to use or occupy the “Company Leased Real Property” and, together with the Company Owned Real Property, the “Company Real Property”)whether by written lease, free and clear of all Encumbrancessublease, except Permitted Encumbranceslicense, (b) the Company and its Subsidiaries have defensible title to all Mining Rights included in the Company Owned Real Property, free and clear of all Encumbrances, except Permitted Encumbrances, (c) each agreement under which the Company or any Subsidiary of the Company other written agreement, and no third party is the landlordoccupying, sublandlord, licensor, tenant, subtenant, licensee or occupant with respect to the Company Leased Real Property (each, a “Company Real Property Lease”) and to the knowledge of Seller, no third party intends to occupy, the Owned Real Property. (b) Section 4.11(b) of the Seller Disclosure Schedule sets forth a complete list of all real property and interests in real property leased by, subleased, or licensed to the Company is in full force and effect and is valid and enforceable against the parties thereto in accordance with its terms, subject, as to enforceability, to Creditors’ Rights, and neither or one or more of the Company nor Subsidiaries pursuant to any of its Subsidiaries, or to the knowledge of the Company, any other party thereto, has received notice of any violation, breach or default under any Company Real Property Lease, and (d) there does not exist any pending written or, to the knowledge of the CompanySeller, Threatenedoral agreement (individually, condemnation a “Leased Property”). Except as set forth on Section 4.11(b) of the Seller Disclosure Schedule, the Company or eminent domain Proceedings that affect one or more of the Company Subsidiaries has not subleased, licensed, assigned, or otherwise granted any Company Real Property, subject, in each third-party the right to use or occupy any of clauses (a) through (d) abovethe Leased Property by written instrument or, to adverse proceedings the knowledge of the Seller, oral agreement. (c) The Company or one or more of the Company Subsidiaries has good and valid title to the leasehold estates in all Leased Property and has made true, correct, and complete copies of all written or, to the Ordinary Courseknowledge of the Seller, oral leases for the Leased Property available to Buyer. The Company or one or more of the Company Subsidiaries has not granted good and marketable fee simple title to all Owned Real Property (a Leased Property and an Owned Real Property being sometimes referred to herein, individually, as a “Company Property”) and in each case the Company Property is free and clear of all mortgages, Liens, leases, assignments, subleases, easements, covenants, rights of way and other similar restrictions of any nature whatsoever, except (i) such as are set forth in Section 4.11(c) of the Seller Disclosure Schedule; (ii) Permitted Liens; (iii) easements, covenants, rights of way and other similar restrictions of record; (iv) any conditions that may be shown by a current, accurate survey or physical inspection of any Company Property made prior to the Closing and (v) (A) zoning, building and other similar restrictions, (B) mortgages, Liens, easements, covenants, rights of way and other similar restrictions that have been placed by any developer, landlord or other third party on property over which the Company or one or more of the Company Subsidiaries has easement rights or on any licenseCompany Property and subordination or similar agreements relating thereto, possessory or occupancy right or and (C) unrecorded easements, covenants, rights of way and other similar right restrictions, none of which items set forth in any Company Real Property other than Permitted Encumbrances, except as has not had and would not reasonably be expected to haveclause (v), individually or in the aggregate, a Company Material Adverse Effect. Except as has not had, materially impair the continued use and would not reasonably be expected operation of the property to have, individually or which they relate in the aggregate, a Company Material Adverse Effect, the Company Real Property constitutes all of the real estate, land, buildings, structures and fixtures located thereon and all easements, rights of way, options, coal, mineral, mining, water, surface and other rights and interests appurtenant thereto used in and necessary for the operation in all material respects of the respective businesses business of the Company and its the Company Subsidiaries as currently presently conducted. Neither the Company nor any Company Subsidiary has received written notice of and there is no pending, and, to the knowledge of Seller, threatened condemnation proceeding affecting any Owned Real Property.

Real Property. (a) Except as set forth on Section 2.8(a) of the Disclosure Schedule, no member of the Company Group owns any fee simple interest in any real property or holds any right to purchase any real property. (b) The real property demised by the leases, subleases, licenses or other occupancy agreements, including all amendments, supplements, modifications, extensions, renewals or other agreements with respect thereto (the “Material Leases”) for which the annual rent payment by the Company Group exceeds $200,000 constitutes the top eight (8) real property leased (or the jurisdictional equivalent) by the Company Group (as measured by the expenses incurred by the Company Group to lease such properties during the fiscal year ended December 31, 2023) and used in connection with the conduct of the Company Business as of the date hereof. The Company has made available to Parent true, correct and complete copies of all Material Leases prior to the date hereof and, since such date to the date hereof, such Material Leases have not had been amended or modified. (c) As of the date hereof, each Lease is in full force and effect and constitutes a legal, valid, enforceable and binding obligation of the applicable member of the Company Group and each other party thereto, subject to the Remedies Exception. Except as set forth on Section 2.8(c) of the Disclosure Schedule, as of the date hereof, (i) the applicable member of the Company Group holds a valid, enforceable and existing leasehold interest under each Lease with respect to the Leased Real Property, subject to the Remedies Exception, unimpaired by any acts or omissions of any member of the Company Group and enjoys peaceful, exclusive and undisturbed possession in all material respects of the Leased Real Property, free and clear of any conditions that would constitute a nuisance or otherwise interfere in any material respect with the operation of the Company Business as currently conducted, (ii) no member of the Company Group has subleased, licensed or otherwise granted any person the right to use or occupy any Leased Real Property or any portion thereof, (iii) no member of the Company Group nor, to the Knowledge of the Company, any other party to any such Lease is in breach thereof or default thereunder and there does not exist any event or circumstance which, with the giving of notice or the lapse of time, would constitute such a breach or default by the Company Group or any other party to such Lease, except for such breaches, defaults, events or circumstances as to which requisite waivers or consents have been obtained or which would not reasonably be expected to haveexpected, individually or in the aggregate, a Company Material Adverse Effect, (a) to be material to the Company and its Subsidiaries have defensible title to all real property owned by the Company or any of its Subsidiaries (collectively, the “Company Owned Real Property”) and valid leasehold estates in all real property leased, subleased, licensed or otherwise occupied (whether as tenant, subtenant, licensee or pursuant to any other occupancy arrangements) by the Company or any Subsidiary member of the Company (collectively, including the improvements, fixtures and structures located thereon, the “Company Leased Real Property” and, together with the Company Owned Real Property, the “Company Real Property”), free and clear of all Encumbrances, except Permitted EncumbrancesGroup party to such Lease, (biv) the Company and its Subsidiaries have defensible title to all Mining Rights included there are no material disputes, oral agreements or forbearance programs in the Company Owned Real Property, free and clear of all Encumbrances, except Permitted Encumbrances, (c) each agreement under which the Company or any Subsidiary of the Company is the landlord, sublandlord, licensor, tenant, subtenant, licensee or occupant with respect to the Company Leased Real Property (each, a “Company Real Property Lease”) to the knowledge of the Company is in full force and effect and is valid and enforceable against the parties thereto in accordance with its terms, subject, as to enforceability, to Creditors’ Rights, and neither the Company nor any of its Subsidiaries, or to the knowledge of the Company, any other party thereto, has received notice of any violation, breach or default under any Company Real Property Lease, and (v) no notice of default or termination under any Lease is outstanding or threatened. The members of the Company Group, as applicable, have the right under the Leases to occupy and use the Premises for the operation of the Company Business as currently conducted. (d) there does The improvements constructed on the Premises by the Company Group are: (i) in good operating condition in all material respects, subject to ordinary wear and tear, (ii) sufficient in all material respects for the operation of the Company Business, in the same manner as currently conducted and (iii) in conformity with Law in all material respects. No improvements constituting a part of any of the Premises encroach on real property not exist leased by the Company Group to the extent that removal of such encroachment would materially impair the manner and extent of the current use, occupancy and operation of such improvements. Further no improvements of third parties encroach in any material respect on any portion of the Premises. (e) Except for such matters as would not have a Material Adverse Effect on the use or operation of the affected Leased Real Property, (i) no condemnation, zoning or other similar proceeding is pending or, to the knowledge Knowledge of the Company, Threatened, condemnation or eminent domain Proceedings that affect threatened against any Company of the Leased Real Property, subject, in each of clauses (aii) through (d) above, to adverse proceedings in the Ordinary Course. The Company has not granted any third party any license, possessory or occupancy right or other similar right in any Company Real Property other than Permitted Encumbrances, except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company Real Property constitutes all present use of the real estate, land, buildings, structures and fixtures located thereon improvements on the Leased Real Property are in conformity with applicable Laws and all easements, rights of way, options, coal, mineral, mining, water, surface and other rights and interests appurtenant thereto used in and necessary for the operation in all (iii) there are no material respects of the respective businesses of the Company and its Subsidiaries as construction or alteration projects currently conductedongoing with respect to any Leased Real Property.

Real Property. Except as has not had and would not reasonably be expected to have(a) No Company Group member owns, individually or in the aggregatelast ten (10) years has owned, any real property. (b) Schedule 3.20(b) sets forth a Company Material Adverse Effecttrue, (a) correct and complete list, as of the Company and its Subsidiaries have defensible title to date of this Agreement, of all real property owned occupied, leased or subleased by the Company or any of its Subsidiaries Group (collectively, the “Company Owned "Leased Real Property”) "), and valid leasehold estates in all real property leased, subleased, licensed leases or otherwise occupied (whether as tenant, subtenant, licensee or subleases pursuant to any other occupancy arrangements) by which the Company Group occupies, leases or any Subsidiary subleases the Leased Real Property ("Real Property Leases"). All of the Real Property Leases are in full force and effect and represent the valid, binding, and enforceable leasehold interest of the Company Group member(s) party to such Real Property Leases (collectively, including subject to the improvements, fixtures and structures located thereon, the “Company Leased Real Property” and, together with the Company Owned Real Property, the “Company Real Property”Remedies Exceptions), free and clear of all Encumbrances, except Permitted Encumbrances, (b) the Company and its Subsidiaries have defensible title to all Mining Rights included in the Company Owned Real Property, free and clear of all Encumbrances, except Permitted Encumbrances, (c) each agreement under which the Company or any Subsidiary of the Company is the landlord, sublandlord, licensor, tenant, subtenant, licensee or occupant with respect to the Company Leased Real Property (each, a “Company Real Property Lease”) to the knowledge of the Company is in full force and effect and is valid and enforceable against the parties thereto in accordance with its terms, subject, as to enforceability, to Creditors’ Rights, and neither the Company nor any of its Subsidiaries, or to the knowledge of the Company, any other party thereto, has received notice of any violation, breach or default under any Company Real Property Lease, and (d) there does not exist any pending or, to the knowledge of the Company, Threatened, condemnation or eminent domain Proceedings that affect any Company Real Property, subject, in each of clauses (a) through (d) above, to adverse proceedings in the Ordinary Course. The Company has not granted any third party any license, possessory or occupancy right or other similar right in any Company Real Property Liens other than Permitted EncumbrancesLiens, and, to Seller's knowledge, represent the valid, binding, and enforceable obligations of the other parties thereto (subject to the Remedies Exceptions), except as has not had and where any failure to be in full force, valid, binding, or enforceable would not reasonably be expected to have, individually or in be materially adverse to the aggregate, a Company Material Adverse EffectGroup. Except as has not had, and where any breach or default would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, be materially adverse to the Company Group, no Company Group member or, to Seller's knowledge, any other party thereto is in breach of, or default under, any such Real Property Lease, and no Company Group member has received any written claim or notice of breach of, or default under, any Real Property Lease. True, correct and complete copies of all Real Property Leases have been provided to Buyer. The Leased Real Property constitutes all of the real estate, land, buildings, structures and fixtures located thereon and all easements, rights of way, options, coal, mineral, mining, water, surface and other rights and interests appurtenant thereto property used in and necessary for by the operation in all material respects of the respective businesses business of the Company and its Subsidiaries Group as currently conductedconducted and is sufficient therefor. The present use of each of the Leased Real Property by the Company Group is in compliance with all applicable material zoning, development, fire, health and building Laws, except where non-compliance would not reasonably be expected to be materially adverse to the Company Group. No Governmental Authority has given any written notice, and to the Seller's knowledge, there are no future imposition of assessments affecting any of the Leased Real Property or to exercise the power of eminent domain and there are no pending or, to the Seller's knowledge, threatened condemnation or eminent domain proceedings with respect to any of the Leased Real Property. (c) The Company Group has not subleased, licensed or otherwise granted any rights to any third parties to access or occupy any portion of the Leased Real Property, and there are no third parties in possession of, or otherwise occupying, any portion of the Leased Real Property. (d) No consent or approval of, or any notice to, any Person is required pursuant to any of the Real Property Leases in connection with the execution and delivery of this Agreement or any other Transaction Agreement or the consummation of the transactions contemplated hereby or thereby.

Real Property. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (a) Section 4.9(a) of the Disclosure Schedule sets forth a true and correct list of all premises leased, subleased or licensed by any Target Company for the operation of such Target Companies’ business (each, a “Leased Property”), and its Subsidiaries have defensible title to of all real property owned by the Company or any of its Subsidiaries leases, subleases, licenses, amendments, lease guaranties, agreements and documents related thereto (collectively, the “Leases”). The Company has made available to Parent true, correct and complete copies of each Lease. No Target Company has sublet, licensed or granted any other Person any right to the possession, lease or occupancy of any portion of the Leased Property or assigned any of its rights under the applicable Lease. There are no Persons other than the Target Companies in possession of any portion of the Leased Property. Each Lease is a valid and binding obligation of the Target Company party to such Lease and, to the Knowledge of the Company, each other party to such Lease. Neither the applicable Target Company nor, to the Knowledge of the Company, any other party to a lease affecting the Leased Property, is in default or breach of such lease and, to the Knowledge of the Company, there does not exist any event, condition or omission that would constitute such a default or breach (whether by lapse of time or notice or both). No Target Company’s possession and/or quiet enjoyment of the Leased Property has been disturbed or threatened in writing. The Contemplated Transactions do not require the consent and/or approval of and/or advance notice to any landlord of any Leased Property. There are no brokerage commissions due from any Target Company in connection with any Leased Property and/or the Leases. (b) Section 4.9(b) of the Disclosure Schedule sets forth the address of each parcel of real property owned in fee by the Target Companies (the “Owned Real Property”) ” and valid leasehold estates in all real property leased, subleased, licensed or otherwise occupied (whether as tenant, subtenant, licensee or pursuant to any other occupancy arrangements) by the Company or any Subsidiary of the Company (collectively, including the improvements, fixtures and structures located thereon, the “Company Leased Real Property” and, together collectively with the Company Owned Real Leased Property, the “Company Real Property”), free and clear of all Encumbrances, except Permitted Encumbrances, . With respect to each Owned Real Property: (bi) the Company Target Companies have good and its Subsidiaries have defensible indefeasible fee simple title to all Mining Rights included in the Company such Owned Real Property, free and clear of all EncumbrancesLiens as of the Closing Date, except Permitted Encumbrances, Liens; (cii) each agreement under which no Target Company has leased or otherwise granted to any Person the Company right to use or occupy such Owned Real Property or any Subsidiary portion thereof and there are no Persons other than the Target Companies in possession of any portion of the Owned Real Property; and (iii) other than the rights of Parent pursuant to this Agreement, no Person has an option, right of first refusal, right of first offer and/or any other right to acquire or lease any of the Target Companies’ interests in the Owned Real Property. The Company is has made available to Parent copies of all deeds, title insurance policies, and surveys in the landlord, sublandlord, licensor, tenant, subtenant, licensee or occupant with respect possession and/or control of the Target Companies relating to the Owned Real Property, if any. (i) All buildings, plants, and structures owned by any Target Company Leased lie wholly within the boundaries of the Owned Real Property in question and do not encroach upon the property of, or otherwise conflict with the property rights of, any other Person and (eachii) no buildings, structures, fixtures, or other improvements primarily situated on adjoining property encroach on any part of the Owned Real Property. Each parcel of Owned Real Property abuts on, and has direct vehicular access to, a “Company public road or has access to a public road via a permanent, irrevocable, appurtenant easement benefiting such Owned Real Property Lease”) to the knowledge Property. Certificates of the Company is occupancy are in full force and effect and is valid and enforceable for each location of Owned Real Property. There are no (1) pending or, to the Knowledge of the Company, contemplated protests or reduction proceedings affecting the real estate taxes assessed against the parties thereto in accordance with its termsReal Property, subject, as to enforceabilityor any (2) pending or, to Creditors’ Rightsthe Knowledge of the Company, and neither threatened special assessments affecting the Real Property. (d) No Target Company nor has received any (i) written notice from any Governmental Entity, not subsequently cured, alleging that the Real Property is in violation of its SubsidiariesApplicable Law, or (ii) written notice from the holder of any mortgage or deed of trust presently encumbering the Real Property, from an insurance company that has issued a policy with respect to the knowledge Real Property, or from any board of fire underwriters or any other Governmental Entity claiming any material defect or deficiency in the Real Property or requiring the performance of any material repairs, alterations, or other work on the Real Property, which have not been cured or repaired to the satisfaction of the requestor. (e) There are no defaults by any Target Company or, to the Knowledge of the Company, any other party theretounder, or subject to, any of the covenants, easements, conditions, restrictions, reservations or any other instrument or document applicable to the Real Property (other than defaults that have been cured). Further, no Target Company has given or received any written notice of any violation, breach or default under any Company of the covenants, easements, conditions, restrictions, reservations, leases or any other instrument or document applicable to the Real Property Lease(other than defaults that have been cured). No Target Company has appointed members or designees to any property owners association, architectural review committee, or any similar organization with respect to which the Real Property or any part thereof is subject. (f) All improvements and construction work, and (dall other services, in each case performed, furnished or delivered to the Owned Real Property, the nonpayment of which could result in the imposition of mechanics’ liens or other Liens, have been completed and paid in full or will be paid by any Target Company in the ordinary course of business as and when due and payable. Electric, water, stormwater, sewer, telephone, internet, cable, gas and other utilities necessary for the operation and use of the Real Property are available, and to the Knowledge of the Company, there is no fact, event or circumstance that would prohibit the Real Property from being served thereby. To the Knowledge of the Company, there are no material defects in the soils, structural, mechanical, or other physical systems or components of the Owned Real Property. Except as set forth on Section 4.9(f) of the Disclosure Schedule, the building, structures, and other improvements located on the Owned Real Property are each in good repair and condition, normal wear and tear excepted and there does is no deferred maintenance related to the Real Property other than maintenance to be performed in the ordinary course of business, and there are not exist any pending imminent capital repairs or replacements planned or, to the knowledge Knowledge of the Company, Threatened, condemnation or eminent domain Proceedings that affect necessary with respect to any Company of the Real Property. All Permits required for operation, subjectleasing, and use of the Owned Real Property and, to the Knowledge of the Company, the Leased Property, and have been issued, are in the name of the applicable Target Company (or, in each the case of clauses (a) through (d) abovethe Leased Property, to adverse proceedings the landlord under the applicable Lease), and are in good standing. None of the Ordinary Course. The Company has not granted any third party any license, possessory or occupancy right or other similar right in any Company Real Property other than Permitted Encumbrances, except as has not had and would not reasonably be expected to have, individually or in the aggregate, is located within a Company Material Adverse Effect. Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company Real Property constitutes all of the real estate, land, buildings, structures and fixtures located thereon and all easements, rights of way, options, coal, mineral, mining, water, surface and other rights and interests appurtenant thereto used in and necessary flood plain for the operation in all material respects of the respective businesses of the Company and its Subsidiaries as currently conductedflood insurance purposes.

Real Property. Except Neither the Company nor the Subsidiary own any real property. Section 2.10 of the Disclosure Schedule lists all real property leased or subleased to the Company or the Subsidiary. The Seller has made available to the Buyer correct and complete copies of the leases and subleases (as has not had amended to date) listed therein. With respect to each such lease and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, sublease: (a) the Company lease or sublease is legal, valid, binding and its Subsidiaries have defensible title to all real property owned by enforceable against the Company or any the Subsidiary (as the case may be), and to the Knowledge of its Subsidiaries the Business, against each other party to the lease and in full force and effect, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights generally or by general principles of equity; (collectivelyb) the lease or sublease will continue to be legal, the “Company Owned Real Property”) valid, binding and valid leasehold estates in all real property leased, subleased, licensed or otherwise occupied (whether as tenant, subtenant, licensee or pursuant to any other occupancy arrangements) by enforceable against the Company or any the Subsidiary (as the case may be), and to the Knowledge of the Business, against each other party to the lease and in full force and effect immediately following the Closing in accordance with the terms thereof as in effect prior to the Closing, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights generally or by general principles of equity; (c) neither the Company nor the Subsidiary nor, to the Knowledge of the Business, any other party to the lease or sublease is in material breach or default, and no event has occurred which, with notice or lapse of time, would constitute a material breach or default or permit termination, modification or acceleration thereunder; (collectivelyd) there are no disputes, including oral agreements or forbearance programs to which the improvementsCompany or the Subsidiary is a party in effect as to the lease or sublease; (e) neither the Company nor the Subsidiary assigned, fixtures transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the leasehold or subleasehold; (f) all facilities leased or subleased thereunder are supplied with utilities and structures located thereonother services necessary for the operation of said facilities; (g) to the Knowledge of the Business, the “Company Leased Real Property” and, together with owner of each facility leased or subleased has good and clear record and marketable title to the Company Owned Real Property, the “Company Real Property”)parcel of real property, free and clear of all Encumbrancesany Security Interest, easement, covenant or other restriction except Permitted Encumbrancesfor recorded mortgages, (b) easements and covenants and other restrictions which do not impair the Company and its Subsidiaries have defensible title to all Mining Rights included in intended uses or occupancy of the Company Owned Real Property, free and clear of all Encumbrances, except Permitted Encumbrances, (c) each agreement under which property subject thereto by the Company or any Subsidiary of the Company is the landlord, sublandlord, licensor, tenant, subtenant, licensee or occupant with respect to the Company Leased Real Property (each, a “Company Real Property Lease”) to the knowledge of the Company is in full force and effect and is valid and enforceable against the parties thereto in accordance with its terms, subjectSubsidiary, as to enforceability, to Creditors’ Rights, and neither the Company nor any case may be; and (h) none of its Subsidiaries, such leases or to subleases has been capitalized on the knowledge of the Company, any other party thereto, has received notice of any violation, breach or default under any Company Real Property Lease, and (d) there does not exist any pending or, to the knowledge of the Company, Threatened, condemnation or eminent domain Proceedings that affect any Company Real Property, subject, in each of clauses (a) through (d) above, to adverse proceedings in the Ordinary Course. The Company has not granted any third party any license, possessory or occupancy right or other similar right in any Company Real Property other than Permitted Encumbrances, except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company Real Property constitutes all of the real estate, land, buildings, structures and fixtures located thereon and all easements, rights of way, options, coal, mineral, mining, water, surface and other rights and interests appurtenant thereto used in and necessary for the operation in all material respects of the respective businesses of the Company and its Subsidiaries as currently conductedUnaudited 1997 Balance Sheet.

Real Property. (i) Except in any such case as has is not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (a) the Company or its applicable Subsidiary has good and its Subsidiaries have defensible valid title to all each parcel of real property owned by the Company or any of its Subsidiaries (collectively, the “Company Owned Real Property”) and valid leasehold estates in all real property leased, subleased, licensed or otherwise occupied (whether as tenant, subtenant, licensee or pursuant to any other occupancy arrangements) by the Company or any Subsidiary of the Company (collectively, including the improvements, fixtures and structures located thereon, the “Company Leased Real Property” and, together with the Company Owned Real Property, the “Company Real Property”), free and clear of all EncumbrancesLiens except for Permitted Liens. (ii) Except in any such case as is not and would not reasonably be expected to have, except Permitted Encumbrancesindividually or in the aggregate, (b) a Company Material Adverse Effect, the Company or its applicable Subsidiary holds good and valid leasehold interests in the real property which is leased or subleased by the Company or any of its Subsidiaries have defensible title to all Mining Rights included in (the Company Owned “Leased Real Property”), free and clear of all EncumbrancesLiens. Section 5.1(p)(ii) of the Company Disclosure Letter contains a true and complete list, except Permitted Encumbrancesas of the date hereof, of each parcel of Leased Real Property (A) that is one of the sixteen “larger leased sites” listed in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017 in its response to Item 2 thereof, (cB) each agreement that contains a manufacturing facility or (C) with an annual rent payment in excess of $2 million (collectively, the “Material Leased Real Property”). Each Contract of the Company or its applicable Subsidiary for the Material Leased Real Property, where such Contract constitutes a lease of real property establishing a leasehold estate under which the Company or any its applicable Subsidiary is a tenant or subtenant (a “Material Lease”), is valid and binding on the Company and each of its Subsidiaries that is a party thereto (but in each case subject to the Bankruptcy and Equity Exception) and, to the Knowledge of the Company is the landlordCompany, sublandlord, licensor, tenant, subtenant, licensee or occupant with respect to the Company Leased Real Property (each, a “Company Real Property Lease”) to the knowledge of the Company each other party thereto and is in full force and effect and is effect, except for such failures to be valid and enforceable against the parties thereto in accordance with its terms, subject, as to enforceability, to Creditors’ Rights, and neither the Company nor any of its Subsidiaries, binding or to the knowledge of the Company, any other party thereto, has received notice of any violation, breach or default under any Company Real Property Lease, be in full force and (d) there does not exist any pending or, to the knowledge of the Company, Threatened, condemnation or eminent domain Proceedings effect that affect any Company Real Property, subject, in each of clauses (a) through (d) above, to adverse proceedings in the Ordinary Course. The Company has not granted any third party any license, possessory or occupancy right or other similar right in any Company Real Property other than Permitted Encumbrances, except as has have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. There is no default (beyond applicable grace, notice and/or cure periods, if any) under any Material Lease by the Company or any of its Subsidiaries that is a party thereto, or to the Knowledge of the Company any other party thereto, and no event has occurred that with notice or lapse of time or both would constitute a default thereunder by the Company or any of its Subsidiaries that is a party thereto, or to the Knowledge of the Company any other party thereto, except in each case as is not and would not reasonably be expected to have, individually or in the - 30 - aggregate, a Company Material Adverse Effect. Complete and correct copies of each Material Lease and any material amendments thereto have been provided or made available to Buyer prior to the date hereof. Except as has is not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, there are no condemnation or eminent domain proceedings or compulsory purchase pending or, to the Company Knowledge of the Company, threatened with respect to the Owned Real Property constitutes all or Material Leased Real Property that would interfere with the present use of the real estate, land, buildings, structures and fixtures located thereon and all easements, rights of way, options, coal, mineral, mining, water, surface and other rights and interests appurtenant property subject thereto used in and necessary for the operation in all material respects of the respective businesses of by the Company and or its Subsidiaries as currently conductedSubsidiaries.

Real Property. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (a) the CAMP and each Company has good and its Subsidiaries have defensible title to all real property owned by the Company or any of its Subsidiaries (collectively, the “Company Owned Real Property”) and valid leasehold estates in all real property leased, subleased, licensed or otherwise occupied (whether as tenant, subtenant, licensee or pursuant to any other occupancy arrangements) by the Company or any Subsidiary of the Company (collectively, including the improvements, fixtures and structures located thereon, the “Company Leased Real Property” and, together with the Company Owned Real Property, the “Company Real Property”)marketable title, free and clear of all EncumbrancesLiens, to all of its real properties, except for (i) Permitted Encumbrances, Liens and (ii) Liens noted on the title commitment attached hereto as Exhibit A. (b) Set forth in part (b) of Schedule 3.08 is a list of all of the real property owned, leased or licensed by each Company and its Subsidiaries have defensible title to all Mining Rights included CAMP (collectively, the "REAL PROPERTY"). Neither any Seller nor ▇▇▇▇/▇▇▇▇▇▇▇▇ owns, leases or licenses any real property used in the Company Owned Real Property, free and clear of all Encumbrances, except Permitted Encumbrances, (c) each agreement under which the Company or any Subsidiary Business. All of the Company is the landlordlicenses, sublandlord, licensor, tenant, subtenant, licensee or occupant with respect to the Company Leased Real Property leases and subleases set forth in part (each, a “Company Real Property Lease”b) to the knowledge of the Company is Schedule 3.08 are in full force and effect effect, free of subtenancies and other occupancy rights. (c) All Real Property which is leased or licensed by a Company or CAMP is subject to a valid and binding lease or license agreement which is enforceable against the parties thereto in accordance with its terms, subject, except as such enforcement may be limited by bankruptcy and other laws affecting the enforceability of creditors' rights generally or laws governing the availability of specific performance or other equitable remedies. A true and complete copy of each such lease agreement has been delivered or made available to enforceability, the Buyer. Each of CAMP and each Company which is a party to Creditors’ Rightsany such lease or license agreement has performed all of its obligations required to be performed by it thereunder, and neither no default exists under any provision thereof, nor has any event occurred thereunder which, with the Company nor lapse of time or the giving of notice or both, would constitute a default thereunder by any party thereto. (d) Part (d) of Schedule 3.08 sets forth a correct and complete list of all Permits currently held by any of its Subsidiaries, the Companies or CAMP with respect to the knowledge of Real Property. Neither any Seller nor ▇▇▇▇/▇▇▇▇▇▇▇▇ holds any Permit with respect to the Company, any other party thereto, Real Property. No Seller Entity has received any notice of any violationviolation or revocation of any of such Permits nor, breach to any such party's knowledge, has any such revocation been threatened. (e) There are no special or default under any Company other assessments for public improvements or otherwise now affecting the Real Property Leasenor are any such assessments pending nor do any of the Seller Entities know of any proposed, contemplated or threatened special or other assessments affecting the Real Property that may result in special or other assessments affecting the Real Property. (f) The Real Property and the current use, occupation and condition thereof do not violate any Permits or Contracts or any applicable deed restrictions or other covenants, restrictions or agreements, site plan approvals, zoning or subdivision regulations or urban development plans applicable to the Real Property or any other Governmental Rules applicable to the Real Property. (dg) there does not exist All roads bounding the Real Property are public roads. (h) Except as set forth in part (o) of Schedule 3.08 and in the Option Agreement and except for the Permits and approvals set forth on Schedule 1 to the opinion of ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ attached hereto as Exhibit B, no subdivision or other approvals of any Governmental Body relating to the Real Property are necessary in connection with the transactions contemplated hereby. (i) There has been no condemnation or taking of any part of the Real Property and no condemnation or taking is pending or, to the knowledge of the CompanySeller Entities, Threatenedthreatened. (j) No Seller Entity has received any notices (i) from any Governmental Body alleging any fire, condemnation health, safety, building, pollution, environmental, zoning or eminent domain Proceedings that affect other violation of law with respect to the Real Property which has not been corrected as of the date hereof, or (ii) from any Company insurance company concerning the discontinuation or potential discontinuation of any insurance coverage on the Real Property. (k) All real property Taxes due on or with respect to the Real Property (and, if payable by any Seller Entity as a tenant on leased properties, real property Taxes due on or with respect to such leased properties) and all pending Tax certiorari proceedings with respect to the Real Property owner, in whole or in part, directly or indirectly, by any Seller Entity, are set forth in part (k) of Schedule 3.08. (l) Except as set forth in part (l) of Schedule 3.08, other than the Companies and CAMP, there are no parties in possession of the Real Property and there are no parties with any use or other possessory rights covering all or any portion of the Real Property. (m) There are no security deposits under any leases for Real Property, subjectexcept as set forth in part (m) of Schedule 3.08. (n) To the knowledge of each Seller Entity, in each no tax lot of clauses any other party encroaches on the Real Property. (ao) through (d) aboveSufficient parking facilities for current use and satisfaction of applicable Governmental Rules exist with respect to the Real Property, to adverse proceedings in the Ordinary Course. The Company has not granted any third party any license, possessory or occupancy right or other similar right in any Company Real Property other than Permitted Encumbrancesand, except as has set forth in part (o) of Schedule 3.08, such facilities are in adequate condition to be used as such and the Companies and CAMP possess and are transferring to the Buyer hereunder, all of their right, title and interest therein, including, without limitation, the leases and Permits with respect thereto. (i) There is no building system with respect to the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Amphitheater which is not had and in working order, (ii) Except as set forth in part (p) of Schedule 3.08, there is no physical damage to the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Amphitheater in excess of $25,000 for which there is no insurance in effect covering the full cost of restoration, (iii) There are no structural defects relating to the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Amphitheater which would not reasonably be expected to have, individually or prevent the use of the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Amphitheater in the aggregate, a Company Material Adverse Effect. manner in which it is intended to be used by the Buyer and (iv) Except as has not hadset forth in part (p) of Schedule 3.08, and would not reasonably be expected there is no current renovation or restoration or tenant improvement to have, individually or in the aggregate, a Company Material Adverse Effect▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Amphitheater, the Company Real Property constitutes all cost of the real estate, land, buildings, structures and fixtures located thereon and all easements, rights of way, options, coal, mineral, mining, water, surface and other rights and interests appurtenant thereto used in and necessary which exceeds $25,000. Buyer shall be solely responsible for payment for the operation in all material respects repairs and improvements referred to on part (p) of the respective businesses of the Company and its Subsidiaries as currently conductedSchedule 3.08.

Real Property. Except (a) Neither the Company nor any of its Subsidiaries owns any real property. (b) Section 4.20(b)(i) of the Company Disclosure Schedule contains a complete and accurate list as of the date hereof of all of the existing material leases, subleases or other agreements (collectively, the “Leases”) under which the Company or any of its Subsidiaries uses or occupies or has not had and would not reasonably be expected the right to haveuse or occupy, individually now or in the aggregatefuture, a any real property (such property, the “Leased Real Property”) including, with respect to each Lease, the name of the lessor and the date of the Lease and each amendment thereto. The Company Material Adverse Effecthas heretofore made available to Parent true, correct and complete copies of all Leases (a) the including all modifications, amendments, supplements, waivers and side letters thereto). The Company and and/or its Subsidiaries have defensible title and own valid leasehold estates in the Leased Real Property, free and clear of all Liens other than Permitted Encumbrances. Section 4.20(b)(ii) of the Company Disclosure Schedule contains a complete and accurate list of all of the Leases as of the date hereof granting to all real property owned any Person, other than the Company or any of its Subsidiaries, any right to use or occupy, now or in the future, any of the Leased Real Property. The Leases are each in full force and effect (other than any that have by operation of their terms expired or been terminated since the date hereof) and neither the Company nor any of its Subsidiaries is in material breach of or default under, or has received written notice of any material breach of or default under, any material Lease, and, to the Knowledge of the Company as of the date hereof, no event has occurred that with notice or lapse of time or both would constitute a material breach or default thereunder by the Company or any of its Subsidiaries (collectively, the “Company Owned Real Property”) and valid leasehold estates in all real property leased, subleased, licensed or otherwise occupied (whether as tenant, subtenant, licensee or pursuant to any other occupancy arrangements) by the Company or any Subsidiary of the Company (collectively, including the improvements, fixtures and structures located thereon, the “Company Leased Real Property” and, together with the Company Owned Real Property, the “Company Real Property”), free and clear of all Encumbrances, except Permitted Encumbrances, (b) the Company and its Subsidiaries have defensible title to all Mining Rights included in the Company Owned Real Property, free and clear of all Encumbrances, except Permitted Encumbrances, (c) each agreement under which the Company or any Subsidiary of the Company is the landlord, sublandlord, licensor, tenant, subtenant, licensee or occupant with respect to the Company Leased Real Property (each, a “Company Real Property Lease”) to the knowledge of the Company is in full force and effect and is valid and enforceable against the parties thereto in accordance with its terms, subject, as to enforceability, to Creditors’ Rights, and neither the Company nor any of its Subsidiaries, or to the knowledge of the Company, any other party thereto, has received notice of any violation, breach or default under any Company Real Property Lease, and (d) there does not exist any pending or, to the knowledge of the Company, Threatened, condemnation or eminent domain Proceedings that affect any Company Real Property, subject, in each of clauses (a) through (d) above, to adverse proceedings in the Ordinary Course. The Company has not granted any third party any license, possessory or occupancy right or other similar right in any Company Real Property other than Permitted Encumbrances, except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company Real Property constitutes all of the real estate, land, buildings, structures and fixtures located thereon and all easements, rights of way, options, coal, mineral, mining, water, surface and other rights and interests appurtenant thereto used in and necessary for the operation in all material respects of the respective businesses of the Company and its Subsidiaries as currently conducted.

Real Property. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (a) Section 3.10(a) in the Disclosure Schedule sets forth the address and description of each Owned Real Property. With respect to each Owned Real Property: (i) the Company or Subsidiary (as the case may be) has good and valid fee simple title to such Owned Real Property, which shall be free and clear of all liens and encumbrances as of the Closing Date, except Permitted Liens, (ii) except as set forth in Section 3.10(a) in the Disclosure Schedule, neither the Company nor any of its Subsidiaries has leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof; and (iii) neither the Company nor any of its Subsidiaries is a party to any Contract or option to purchase or sell any real property or interest therein, and there are no outstanding rights of first offer or rights of first refusal to purchase or lease any Owned Real Property, or any portion thereof or interest therein. The Company has never owned any real property other than the Owned Real Property. (b) Section 3.10(b) in the Disclosure Schedule sets forth the address of each parcel of Leased Real Property, and a true and complete list of all Leases for each such parcel of Leased Real Property. The Company has made available to Buyer a true and complete copy of each such Lease. Except as set forth on Section 3.10(b) in the Disclosure Schedule, the Company and its Subsidiaries have defensible title not subleased, assigned or transferred any interest in any Lease or granted any Person the right to use or occupy the Leased Real Property that is subject to such Lease. With respect to each of the Leases: (i) the Company or the applicable Subsidiary party thereto holds a valid and existing leasehold interest under such Lease, and such Lease is a legal, valid, binding and enforceable obligation of the Company or the applicable Subsidiary party thereto and in full force and effect and, to the Knowledge of the Company, each other party thereto and except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general equitable principles; and (ii) neither the Company or the applicable Subsidiary party thereto, nor to the Company’s Knowledge any other party thereto, is in material breach or material default under such Lease, and, to the Knowledge of the Company, no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such material breach or material default. (c) The Real Property comprise all of the real property owned by used or intended to be used in, or otherwise related to, the business of the Company. (d) Neither the Company nor any of its Subsidiaries has received any written notice of, and to the Company’s Knowledge there is not currently, any condemnation, expropriation, eminent domain or similar proceeding affecting all or any part of the Real Property. (e) To the Company’s Knowledge, there are no material structural defects in any of the improvements on any of the Real Property, nor any material imminent capital repairs or replacements for which no or inadequate reserves have been established under GAAP, on any of the Real Property. (f) The Real Property and all parts and components thereof and the use and occupancy thereof are in compliance in all material respects with all applicable building, zoning, subdivision, fire, health and safety, occupancy, land use and other applicable Laws, including the Americans with Disabilities Act of 1990, as amended, and all insurance requirements affecting the Real Property. In the last five (5) years, neither the Company nor any of its Subsidiaries has received any written notice from (i) any Governmental Authorities alleging any violation of any Laws in respect to the Real Property, or any part thereof, which has not been corrected, or (ii) any insurance company of any defects or inadequacies in any of the Real Property, or any part thereof, which would adversely affect the insurability of the Real Property or cause the imposition of extraordinary premiums therefor. (g) To the Company’s Knowledge, the current use and occupancy of the Real Property, and the operation of the business of the Company as currently conducted thereon does not violate in any material respect any easement, covenant, condition, restriction or similar provision in any instrument of record or other unrecorded agreement to which the Company or any of its Subsidiaries is a party, in each case, affecting the Real Property. (collectivelyh) To the Company’s Knowledge, except as set forth on Section 3.10(h) in the Disclosure Schedule, the “Company Owned improvements on the Real Property”) and valid leasehold estates in all real Property do not encroach upon any property leased, subleased, licensed or otherwise occupied (whether as tenant, subtenant, licensee or pursuant to any other occupancy arrangements) by the Company or any Subsidiary of the Company (collectively, including the improvements, fixtures and structures located thereon, the “Company Leased Real Property” and, together with the Company Owned which is not Real Property, any building line, set back line or side yard line, or any easement and no structure located on land owned by any other party encroaches onto the “Company Real Property”). (i) To the Company’s Knowledge, free and clear none of all Encumbrancesthe Real Property is located in a flood plain, except Permitted Encumbrancesflood hazard area, (b) wetland or other waters of the Company and its Subsidiaries have defensible title to all Mining Rights included United States, or lakeshore erosion area within the meaning of any Laws. To the Company’s Knowledge, in the Company Owned Real Propertypast five (5) years, free and clear of all Encumbrances, except Permitted Encumbrances, (c) each agreement under which the Company or any Subsidiary no portion of the Company is the landlord, sublandlord, licensor, tenant, subtenant, licensee Real Property has been used as a landfill or occupant for storage or landfill of Hazardous Materials. No work has been done or labor or materials have been furnished with respect to the Company Leased Real Property during the period of six (each, a “Company Real Property Lease”6) months immediately preceding the date of this Agreement for which Liens could reasonably be expected to the knowledge be filed against any of the Company is Real Property. (j) To the Company’s Knowledge, there are now in full force and effect duly issued certificates of occupancy (or the local equivalent) permitting the Real Property and the improvements located thereon to be legally used and occupied as the same are now constituted. To the Company’s Knowledge, all of the Real Property has permanent rights of access to dedicated public highways. To the Company’s Knowledge, no fact or condition exists which would prohibit or adversely affect the ordinary rights of access to and from the Real Property or from and to the existing highways and roads and there is valid and enforceable against the parties thereto in accordance with its terms, subject, as to enforceabilityno pending or, to Creditors’ Rightsthe Company’s Knowledge, threatened restriction or denial, governmental or otherwise, upon such ingress and egress. To the Company’s Knowledge, there are no pending claims of adverse possession or prescriptive rights involving any of the Real Property. (k) To the Company’s Knowledge, there are no planned or proposed increases in the assessed valuation of any of the Real Property, and neither the Company nor any of its Subsidiaries, or to the knowledge of the Company, any other party thereto, Subsidiaries has received any written notice of any violation, breach or default under proposed special assessment which would affect any Company Real Property Lease, and (d) there does not exist any pending or, to the knowledge of the Real Property. (l) To the Company’s Knowledge, Threatenedwater, condemnation or eminent domain Proceedings that affect any Company gas and electrical supply, storm and sanitary sewerage facilities and all other required public utilities are available for each Real Property, subject, in and are either extended to the boundary of each of clauses (a) through (d) above, to adverse proceedings in the Ordinary Course. The Company has not granted any third party any license, possessory or occupancy right or other similar right in any Company Real Property other than Permitted Encumbrances, except as has not had and would not reasonably be expected or pass through adjoining land subject to have, individually validly existing easements or in the aggregate, a Company Material Adverse Effect. Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company Real Property constitutes all of the real estate, land, buildings, structures and fixtures located thereon and all easements, similar rights of way, options, coal, mineral, mining, water, surface and other rights and interests appurtenant thereto used in and necessary for the operation in all material respects of the respective businesses of the Company and its Subsidiaries as currently conductedpermitting such use.

Real Property. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (a) Neither the Company and its Subsidiaries have defensible title to all real property owned by the Company or nor any of its Subsidiaries owns or has owned any real property. (b) The real property demised by the leases listed on Schedule 3.9(b) (each a “Real Property Lease” and collectively, the “Company Owned Real PropertyProperty Leases”) constitutes a true, correct and valid leasehold estates in complete list of all the real property leased, subleased, licensed or otherwise occupied by Seller Blocker, the Company and/or their Subsidiaries as of the date hereof (whether as tenantthe “Leased Real Property”). The Company has delivered or made available to Purchaser true, subtenantcorrect and complete copies of each of the Real Property Leases, licensee including all modifications, amendments and supplements thereto, and none of such leases have been modified in any material respect, except to the extent that such modifications are disclosed by the copies delivered or pursuant made available to any Purchaser. Seller Blocker, the Company or one of their Subsidiaries is a tenant or possessor in good standing under the Real Property Leases. No Person other occupancy arrangements) by than Seller Blocker, the Company or any applicable Subsidiary is in possession or occupation of the Company (collectively, including the improvements, fixtures and structures located thereon, the “Company any Leased Real Property” and, together with the Company Owned Real Property, the “Company Real Property”Property or any portion 16 33067829.14 thereof. Except as set forth on Schedule 3.9(b), free and clear there is no right of all Encumbrancesfirst offer, except Permitted Encumbrances, (b) the Company and its Subsidiaries have defensible title right of first refusal or right or option to all Mining Rights included in the Company Owned purchase under any Real Property, free and clear of all Encumbrances, except Permitted Encumbrances, Property Lease. (c) Except as set forth on Schedule 3.9(b), (i) each agreement under which of the Real Property Leases is a valid and binding obligation of Seller Blocker, the Company or any Subsidiary one of the Company is the landlordtheir Subsidiaries, sublandlord, licensor, tenant, subtenant, licensee or occupant with respect to the Company Leased Real Property (each, a “Company Real Property Lease”) to the knowledge of the Company is in full force and effect and is valid and enforceable against Seller Blocker, the parties thereto in accordance with its terms, subject, as to enforceability, to Creditors’ RightsCompany or the applicable Subsidiary, and neither the Company nor any of its Subsidiaries, or to the knowledge of the Company, any against the other party parties thereto, has received notice subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws of general application relating to or affecting creditors’ rights and to general principles of equity, and will continue to be legal, valid, binding, enforceable and in full force and effect on identical terms following the consummation of the transactions contemplated hereby, and (ii) Seller Blocker, the Company or one of their Subsidiaries holds a legal, valid, binding, enforceable, and existing leasehold interest in and to each of the Leased Real Properties, free and clear of all Liens other than Permitted Liens. Neither Seller Blocker, the Company nor any violation, of their Subsidiaries is in breach or default under any Company of the Real Property LeaseLeases, no material default by the other contracting parties to such Real Property Leases has occurred thereunder, and (d) there does not exist any pending or, to the knowledge of the Company, Threatenedno event has occurred which, condemnation with notice or eminent domain Proceedings lapse of time, would constitute a breach or default or permit termination, modification, or acceleration thereunder. There are no disputes, oral agreements or forbearance programs in effect for any of the Real Property Leases. There is no litigation, arbitration, claim or dispute between Seller Blocker, or the Company, or any of their Subsidiaries with any adjacent or nearby properties and no current or expected circumstances that affect may give rise to any such litigation, arbitration, claim or dispute. (d) All rents and other payments currently due under the Real Property Leases have been paid or will be paid, prior to Closing, in the ordinary course of business. Neither Seller Blocker nor the Company has received notice that a security deposit or portion thereof under any Real Property Lease has been applied in respect to a breach or default that has not been redeposited in full. The Company does not owe, nor will it owe in the future, any brokerage commissions or finder’s fees with respect to any Real Property Lease. (e) The Leased Real Property identified on Schedule 3.9(b) comprises all of the real property used or intended to be used in the operation of the Business. Except as set forth on Schedule 3.9(b), no officer, director or Affiliate of Seller Blocker, the Company or any of their Subsidiaries or, to the Company’s knowledge, any individual in such officer’s or director’s immediate family is a party to any Real Property Lease or has any material interest in any Leased Real Property. Except as set forth on Schedule 3.9(b), neither Seller Blocker nor the Company nor any of their Subsidiaries has granted a third party any right to use or occupy any portion of the Leased Real Property, subjector has otherwise assigned, subleased, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leased Real Property. (f) To the Company’s knowledge (i) (A) none of the Facilities currently existing on the Leased Real Property encroaches upon any real property of, or easement held by, any other Person; (B) no facility of any other Person encroaches on the Leased Real Property; (C) each Facility on the Leased Real Property is supplied with utilities and other services necessary for the operation of such Facility as the same is currently operated and no fact, condition or Proceeding 33067829.14 exists which would result in the termination or impairment of the furnishing of such utilities and other services; and (D) each parcel of Leased Real Property abuts on, and has direct vehicular access to, a public road, or has access to a public road via a permanent easement benefiting the parcel of Leased Real Property, in each of clauses (a) through (d) abovecase, to adverse proceedings the extent necessary for the conduct of the Business as currently conducted; (ii) the Facilities, including all buildings, structures, equipment and improvements that are located on or constitute part of the Leased Real Property, (A) are in good operating condition and repair (subject to normal wear and tear), and (B) are suitable, adequate and sufficient in all material respects for the purposes for which such Facilities are currently used; (iii) no improvement located on any Leased Real Property violates any applicable Law or constitutes a legal non-conforming use or otherwise requires any special dispensation, variance or special permit under any Law; (iv) Seller Blocker, the Company and their Subsidiaries have performed all repairs, maintenance and replacement required under the Real Property Leases, and there are no deferred maintenance items; (v) there are no defects in the Ordinary Course. The Company has not granted any third party any licenseroof, possessory or occupancy right or other similar right footings, foundation, sprinkler mains, structural, mechanical and HVAC systems and masonry walls in any Company of the improvements upon the Leased Real Property other than Permitted Encumbrancesdefects resulting from normal wear and tear; (vi) there is no pending or threatened appropriation, except as condemnation, zoning modification or other action affecting the Leased Real Property; (vii) during the last three (3) years, there has been no material destruction, damage or casualty with respect to the Leased Real Property, which has not had been restored; (viii) there have been no repairs, improvements, construction, removal, alterations, demolition or such similar activity (each a “Lienable Work”) performed at any Leased Real Property (or materials delivered with respect thereto) within 180 days prior to the date of this Agreement and would not reasonably be expected there are no unpaid amounts due and owing to haveany contractor, individually vendor, mechanic or anyone claiming under any of the foregoing who has performed Lienable Work at any Leased Real Property (or delivered materials with respect thereto); and (ix) all material Licenses necessary in the aggregate, a Company Material Adverse Effect. Except as has not hadconnection with any construction upon, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effectpresent use and operation of, the Company Leased Real Property constitutes all of and the real estateFacilities, land, buildings, structures and fixtures located thereon and all easements, rights of way, options, coal, mineral, mining, water, surface and other rights and interests appurtenant thereto used in and necessary for the operation in all material respects of the respective businesses of lawful occupancy thereof by the Company or its Subsidiaries, have been issued by the appropriate Governmental Authority, and its Subsidiaries as currently conductedthe Facilities leased or subleased under the Real Property Leases have been operated and maintained in accordance with applicable laws, rules, regulation, and the material Government Licenses.

Real Property. (a) Section 4.19(a) of the Company Disclosure Letter sets forth all real property owned in fee simple by the Company or the Company’s Subsidiaries on the date of this Agreement, together with all buildings, structures and facilities thereon (collectively, the “Real Estate”). The Company or its Subsidiaries, as the case may be, have good fee simple title to the Real Estate, free and clear of all Liens other than Permitted Liens. Neither the Company nor any of its Subsidiaries has granted any purchase option or right of first refusal with respect to a sale of any of the Real Estate. (b) Section 4.19(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 (other than the Real Estate) (each, a “Lease” and the real property covered by each such lease, a “Leased Facility”). Except as has not had and would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, (ai) each Lease is valid, binding and enforceable against the Company or the applicable Company Subsidiary in 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 or affecting creditors’ rights or by general equity principles) and is in full force and effect with respect to the Company or the applicable Company Subsidiary and, to the Knowledge of the Company, with respect to the other parties thereto; (ii) neither the Company nor any of its Subsidiaries is in breach or violation of, or in default under, any Lease, (iii) neither the Company nor any of its Subsidiaries has received any written notice of default under any Lease and (iv) the Company and its Subsidiaries have defensible title to all real property owned by the Company or any of its Subsidiaries (collectively, the “Company Owned Real Property”) and a valid leasehold estates interest in all real property leased, subleased, licensed or otherwise occupied (whether as tenant, subtenant, licensee or pursuant to any other occupancy arrangements) by the Company or any Subsidiary of the Company (collectively, including the improvements, fixtures and structures located thereon, the “Company Leased Real Property” and, together with the Company Owned Real Property, the “Company Real Property”), Facilities free and clear of all Encumbrances, except Permitted Encumbrances, (b) the Company and its Subsidiaries have defensible title to all Mining Rights included in the Company Owned Real Property, free and clear of all Encumbrances, except Permitted Encumbrances, (c) each agreement under which the Company or any Subsidiary of the Company is the landlord, sublandlord, licensor, tenant, subtenant, licensee or occupant with respect to the Company Leased Real Property (each, a “Company Real Property Lease”) to the knowledge of the Company is in full force and effect and is valid and enforceable against the parties thereto in accordance with its terms, subject, as to enforceability, to Creditors’ Rights, and neither the Company nor any of its Subsidiaries, or to the knowledge of the Company, any other party thereto, has received notice of any violation, breach or default under any Company Real Property Lease, and (d) there does not exist any pending or, to the knowledge of the Company, Threatened, condemnation or eminent domain Proceedings that affect any Company Real Property, subject, in each of clauses (a) through (d) above, to adverse proceedings in the Ordinary Course. The Company has not granted any third party any license, possessory or occupancy right or other similar right in any Company Real Property Liens other than Permitted Encumbrances, except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company Real Property constitutes all of the real estate, land, buildings, structures and fixtures located thereon and all easements, rights of way, options, coal, mineral, mining, water, surface and other rights and interests appurtenant thereto used in and necessary for the operation in all material respects of the respective businesses of the Company and its Subsidiaries as currently conductedLiens.

Real Property. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (a) Schedule 5.9 sets forth a true and complete list of (i) all surface interests in real property and all other material real property owned in fee by the Company and its Subsidiaries have defensible title to (all such real property, together with improvements thereon, appurtenances relating thereto and other interests in real property owned in fee used in the business of the Company and the Subsidiaries is referred to herein as individually, an “Owned Property” and collectively, the “Owned Properties”), and (ii) all leases of real property by the Company or any a Subsidiary as a tenant involving annual payments in excess of its Subsidiaries $50,000 (individually, a “Real Property Lease” and collectively, the “Real Property Leases”). The Company Owned Real Property”) and its Subsidiaries, as applicable, have good and valid leasehold estates in all real property leased, subleased, licensed or otherwise occupied (whether as tenant, subtenant, licensee or pursuant fee title to any other occupancy arrangements) by the Company or any Subsidiary of the Company (collectively, including the improvements, fixtures and structures located thereon, the “Company Leased Real Property” and, together with the Company Owned Real Property, the “Company Real Property”)Properties, free and clear of all Encumbrances, material Liens of any nature whatsoever except (A) Liens set forth on Schedule 5.9 and (B) Permitted Encumbrances, (b) the Exceptions. The Company and its Subsidiaries Subsidiaries, as applicable, have defensible good and valid title to all Mining Rights included in the Company Owned Real PropertyProperty Leases, free and clear of all Encumbrancesmaterial Liens of any nature whatsoever except (A) Liens set forth on Schedule 5.9 and (B) Permitted Exceptions. True and complete copies of the Real Property Leases including all amendments thereto have been made available to Parent by the Company. Except as set forth on Schedule 5.9, except Permitted Encumbrancesneither the Company nor any Subsidiary nor, to the Knowledge of the Company, any other party thereto is or (cwith notice or lapse of time, or both) each agreement would be in breach of or default under which any Real Property Lease. (b) Each Real Property Lease is a valid and binding contract of the Company or any Subsidiary of the Company is the landlorda Subsidiary, sublandlordenforceable against each party thereto in accordance with its terms, licensor, tenant, subtenant, licensee or occupant with respect to the Company Leased Real Property (each, a “Company Real Property Lease”) to the knowledge of the Company is in full force and effect and is creates valid and enforceable against the parties thereto in accordance with its terms, subject, as to enforceability, to Creditors’ Rights, and neither the Company nor any of its Subsidiaries, or to the knowledge of the Company, any other party thereto, has received notice of any violation, breach or default under any Company Real Property Lease, and (d) there does not exist any pending or, to the knowledge of the Company, Threatened, condemnation or eminent domain Proceedings that affect any Company Real Property, subject, in each of clauses (a) through (d) above, to adverse proceedings leasehold interests in the Ordinary Courseapplicable Leased Property. The Company has not granted any third party any license, possessory or occupancy right or other similar right in any Company Real Property other than Permitted Encumbrances, except Except as has not had and otherwise would not reasonably be expected to have, individually or result in the aggregate, a Company Material Adverse EffectEffect and except as otherwise set forth on Schedule 5.12(a)(i), each Real Property Lease was negotiated at arms’ length and the landlord and tenant thereunder are not Affiliates of each other. Except as has not had, and otherwise would not reasonably be expected to have, individually or result in the aggregate, a Company Material Adverse Effect, the Company each Real Property Lease constitutes all of the only agreement between the applicable landlord and tenant with respect to the applicable Leased Property. Except as otherwise would not reasonably be expected to result in a Material Adverse Effect, no landlord or tenant under any Real Property Lease has exercised any right to (i) cancel such Real Property Lease or shorten or lengthen the term thereof, (ii) lease additional real estateproperty, land(iii) reduce, buildings, structures and fixtures located thereon and all easements, rights of way, options, coal, mineral, mining, water, surface and other rights and interests appurtenant thereto used in and necessary for relocate or expand the operation in all material respects of the respective businesses of the Company and its Subsidiaries as currently conductedapplicable Leased Property or (iv) purchase any real property.

Real Property. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (a) Section 3.19(a) of the Company Disclosure Letter sets forth (whether as lessee, sub-lessee, lessor, sub-lessor) a true and its Subsidiaries have defensible title to complete list of all leases and sub-leases of real property owned by (such real property, the “Company Leased Property”) to which the Company or any of its Subsidiaries is a party or by which it is bound, in each case, as of the date of this Agreement, (collectivelyeach a “Company Lease”, and collectively the “Company Owned Real PropertyLeases”). (b) Each Company Lease is a valid and valid leasehold estates in all real property leasedbinding agreement of the Company or its Subsidiary, subleasedas the case may be, licensed or otherwise occupied (whether as tenantand, subtenantto the Company’s Knowledge, licensee or pursuant to any of the other occupancy arrangements) parties thereto, enforceable by the Company or any Subsidiary of the Company (collectively, including the improvements, fixtures and structures located thereon, the “Company Leased Real Property” and, together with the Company Owned Real Property, the “Company Real Property”), free and clear of all Encumbrances, except Permitted Encumbrances, (b) the Company and its Subsidiaries have defensible title to all Mining Rights included in the Company Owned Real Property, free and clear of all Encumbrances, except Permitted Encumbrances, (c) each agreement under which the Company or any Subsidiary of the Company is the landlord, sublandlord, licensor, tenant, subtenant, licensee or occupant with respect to the Company Leased Real Property (each, a “Company Real Property Lease”) to the knowledge of the Company is in full force and effect and is valid and enforceable against the parties other party thereto in accordance with its termsterms (subject to the Enforceability Exceptions). Except as set forth on Section 3.19(b) of the Company Disclosure Letter, subject, as to enforceability, to Creditors’ Rights, and (A) neither the Company nor any of its SubsidiariesSubsidiaries or, to the Company’s Knowledge, any other party to any Company Lease is in material breach or material violation of, or material default under any such Company Lease (and no event has occurred which with notice or lapse of time would constitute such material breach, violation or default) and (B) neither the Company nor any of its Subsidiaries has received written notice of any such material breach, violation or default under any such Company Lease. The Company has made available to Parent true and complete copies of all Company Leases, including all amendments thereto and all material notices and correspondence, memoranda of lease, estoppel certificates and subordination, non-disturbance and attornment Contracts related thereto. (c) Except as disclosed in Section 3.19(c) of the Company Disclosure Letter, (A) there are no written subleases, licenses, concessions, occupancy agreements or, to the knowledge Knowledge of the Company, any other party thereto, has received notice of any violation, breach or default under any Company Real Property Lease, and (d) there does not exist any pending or, to the knowledge of the Company, Threatened, condemnation or eminent domain Proceedings that affect any Company Real Property, subject, in each of clauses (a) through (d) above, to adverse proceedings in the Ordinary Course. The Company has not granted any third party any license, possessory or occupancy right or other similar right in any Company Real Property other than Permitted Encumbrances, except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company Real Property constitutes all of the real estate, land, buildings, structures and fixtures located thereon and all easements, rights of way, options, coal, mineral, mining, water, surface and other way or similar rights and interests appurtenant thereto used authorizations or other Contracts, in and necessary for each case granting to any other Person the operation in all material respects right of the respective businesses use or occupancy of the Company Leased Property and (B) the Company has not assigned, subleased, mortgaged, deeded in trust or otherwise transferred or encumbered any Company Lease or any interest therein. (d) To Company’s Knowledge, no condemnation Action is pending or threatened that relates to any of the Company Leased Property. (e) Neither the Company nor any of its Subsidiaries as currently conductedowns any real property.

Real Property. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (a) Schedule 3.08(a) sets forth a true, correct and complete list as of the Company and date hereof of the street address of each parcel of Owned Real Property. With respect to the Owned Real Property: (i) the Partnership or one of its Subsidiaries have defensible fee title to all real property owned by each of the Company or any of its Subsidiaries (collectively, the “Company Owned Real Property”) and valid leasehold estates in all real property leased, subleased, licensed or otherwise occupied (whether as tenant, subtenant, licensee or pursuant to any other occupancy arrangements) by the Company or any Subsidiary of the Company (collectively, including the improvements, fixtures and structures located thereon, the “Company Leased Real Property” and, together with the Company Owned Real Property, the “Company Real Property”)Properties, free and clear of all EncumbrancesLiens (except for Permitted Liens), except Permitted Encumbrancesfor any such exceptions that would not have a Material Adverse Effect, and (ii) except as set forth in Schedule 3.08(b), neither the Partnership or any of its Subsidiaries has leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any material portion thereof. Neither the Partnership nor any of its Subsidiaries is a party to any agreement or option to purchase any real property or interest therein. (b) Schedule 3.08(b) sets forth a list as of the Company date hereof of all Leased Real Property and the corresponding Leases (including all material amendments, extensions, renewals, letters of credit, guaranties and other written agreements with respect thereto). (i) The Partnership or one of its Subsidiaries have defensible title to all Mining Rights included possesses valid leasehold or license interests, as applicable, in the Company Owned Leased Real PropertyProperty pursuant to the Leases, free and clear of all Encumbrances, any Liens except Permitted EncumbrancesLiens, (cii) each agreement under which the Company or any Subsidiary of the Company is the landlord, sublandlord, licensor, tenant, subtenant, licensee or occupant with respect to the Company Leased Real Property (each, a “Company Real Property Lease”) to the knowledge of the Company is in full force and effect and Lease is valid and binding on the Partnership or its Subsidiary party thereto, enforceable against the parties thereto in accordance with its terms, subject, as to enforceability, to Creditors’ Rights, and neither the Company nor any of its Subsidiaries, or terms subject to the knowledge of the Company, any other party thereto, has received notice of any violation, breach or default under any Company Real Property LeaseEnforceability Exceptions and Permitted Liens, and (diii) there does not exist any pending are no written or, to the knowledge of the CompanyPartnership, Threatenedoral subleases, licenses, concessions or other Contracts granting to any Person other than the Partnership or one of its Subsidiaries the right to use or occupy any Leased Real Property or any material portion thereof. (c) Neither the Partnership nor any of its Subsidiaries have received during the Lookback Period notice of any material default under, or intention to terminate or not renew, any Lease and, to the knowledge of the Partnership, no event has occurred or condition exists that after notice or lapse of time or both would constitute a material default. Neither the Partnership nor any of its Subsidiaries have received during the Lookback Period notice of any eminent domain, condemnation or eminent domain Proceedings similar Action pending or threatened, against all or any portion of any Leased Real Property or Owned Real Property that affect would have a Material Adverse Effect and there are no such disputes, Actions or forbearance programs in effect or pending as to such Leased Real Property or Owned Real Property. Neither the whole nor any Company material portion of any Leased Real Property or Owned Real Property, subjectas applicable, in each of clauses (a) through (d) above, to adverse proceedings in the Ordinary Course. The Company has not granted any third party any license, possessory been materially damaged or occupancy right destroyed by fire or other similar right in any Company Real Property other than Permitted Encumbrances, except as has not had and would not reasonably be expected to have, individually or in casualty during the aggregate, a Company Material Adverse Effect. Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company Real Property constitutes all of the real estate, land, buildings, structures and fixtures located thereon and all easements, rights of way, options, coal, mineral, mining, water, surface and other rights and interests appurtenant thereto used in and necessary for the operation in all material respects of the respective businesses of the Company and its Subsidiaries as currently conductedLookback Period.

Real Property. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (a) Section 3.14(a) of the Company Disclosure Schedules lists all of the real property owned (of record or beneficially) by the Company and each of its Subsidiaries have defensible as of the date hereof (collectively, the “Owned Real Property”), including the record title holder (and beneficiary(ies), if applicable), common address, legal description and tax parcel identification number of such Owned Real Property. The Company has made available to all real property owned Parent copies of the deeds and other instruments (as recorded), to the extent in the possession of the Company or any of its Subsidiaries, by which the Company or any of its Subsidiaries (collectivelyas applicable) acquired the Owned Real Property and copies of all title insurance policies, opinions, abstracts and surveys in the “possession or control of the Company or its applicable Subsidiary and relating to such Owned Real Property”. With respect to the Owned Real Property: (i) and valid leasehold estates in all real property leased, subleased, licensed or otherwise occupied (whether as tenant, subtenant, licensee or pursuant to any other occupancy arrangements) by the Company or any its applicable Subsidiary of the Company (collectively, including the improvements, fixtures has good and structures located thereon, the “Company Leased Real Property” and, together with the Company Owned Real Property, the “Company Real Property”), free and clear of all Encumbrances, except Permitted Encumbrances, (b) the Company and its Subsidiaries have defensible marketable title to all Mining Rights included in the Company Owned Real Property, free and clear of all Encumbrances, Liens except Permitted Encumbrances, Liens; (cii) each agreement under which the Company or any Subsidiary of the Company is the landlord, sublandlord, licensor, tenant, subtenant, licensee or occupant with respect to the Company Leased Real Property (each, a “Company Real Property Lease”) to the knowledge of the Company is in full force and effect and is valid and enforceable against the parties thereto in accordance with its terms, subject, as to enforceability, to Creditors’ Rights, and neither the Company nor any of its SubsidiariesSubsidiaries has assigned, transferred, conveyed, mortgaged, leased, licensed, deeded in trust or to the knowledge of the Company, encumbered any other party thereto, has received notice of any violation, breach or default under any Company Real Property Lease, and (d) there does not exist any pending or, to the knowledge of the Company, Threatened, condemnation or eminent domain Proceedings that affect any Company Real Property, subject, in each of clauses (a) through (d) above, to adverse proceedings interest in the Ordinary Course. The Company has not granted any third party any license, possessory or occupancy right or other similar right in any Company Owned Real Property other than the Permitted EncumbrancesLiens or to the extent set forth on the Section 3.14(a) of the Company Disclosure Schedules, nor has an agreement been entered into to do so; (iii) neither the Company nor any of its Subsidiaries is in receipt of any written notice of default pursuant to any Liens and, to the Company’s Knowledge, no condition exists that is or could be a default by any party under any Liens. Without limiting the generality of the foregoing, but rather in furtherance and confirmation thereof, (i) except as has not had and would not reasonably be expected to have, individually or in the aggregate, a extent set forth on Section 3.14(a) of the Company Material Adverse Effect. Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse EffectDisclosure Schedules, the Company Owned Real Property constitutes is not subject to any license, lease or tenancy of any kind and there are no parties, other than the Company or the applicable Subsidiary, occupying or with a right to occupy the Owned Real Property and (ii) there are no outstanding options, rights of first offer or rights of first refusal to purchase, lease or otherwise acquire any right, title or interest in any Owned Real Property or any portion thereof or interest therein. The Company’s or its applicable Subsidiary’s title to the Owned Real Property is insured under valid and reputable title insurance policies. Neither the Company nor any of its Subsidiaries is a party to any option or other contract to purchase any real property or interest therein. (b) Section 3.14(b) of the Company Disclosure Schedules lists all of the real estateproperty leased, land, buildings, structures and fixtures located thereon and all easements, rights of way, options, coal, mineral, mining, water, surface and other rights and interests appurtenant thereto subleased or otherwise occupied or used in and necessary for the operation in all material respects of the respective businesses of by the Company and or any of its Subsidiaries as currently conductedof the date hereof (the “Leased Real Property,” and together with the Owned Real Property, collectively the “Real Property”), together with a true and complete list of all leases, lease guaranties, subleases, licenses, and agreements for the leasing, use or occupancy of, or otherwise granting a right in or relating to the Leased Real Property, including all amendments and modifications thereof in effect (each, a “Lease” and collectively, the “Leases”).

Real Property. (i) Except as has not had set forth in the Company Disclosure Letter and would except in any such case as is not reasonably be expected likely to have, individually or in the aggregate, have a Company Material Adverse Effect, (aA) the Company or one of its Subsidiaries, as applicable, has good and its Subsidiaries have defensible marketable title to all the real property owned by the Company or any of its Subsidiaries (collectively, the “Company Owned Real Property”) and valid leasehold estates in all real property leased, subleased, licensed or otherwise occupied (whether as tenant, subtenant, licensee or pursuant to any other occupancy arrangements) by the Company or any Subsidiary of the Company (collectively, including the improvements, fixtures and structures located thereon, the “Company Leased Real Property” and, together with the Company Owned Real Property, the “Company Real Property”), free and clear of all Encumbrancesany Encumbrance, except Permitted Encumbrances, and (bB) there are no outstanding options or rights of first refusal to purchase the Company and its Subsidiaries have defensible title to all Mining Rights included in the Company Owned Real Property, free and clear of all Encumbrances, except Permitted Encumbrances, or any portion thereof or interest therein. (cii) each agreement under which With respect to the real property leased or subleased to the Company or any Subsidiary of its Subsidiaries, the lease or sublease for such property has previously been delivered or made available to Purchaser and is valid, binding and enforceable against the Company is the landlordand, sublandlord, licensor, tenant, subtenant, licensee or occupant with respect to the Company Leased Real Property (each, a “Company Real Property Lease”) to the knowledge of the Company is in full force and effect and is valid and enforceable against the parties Company, all counterparties thereto in accordance with its terms, subject, as subject to enforceability, to Creditors’ Rightsthe Bankruptcy and Equity Exception, and neither none of the Company nor or any of its Subsidiaries, or to the knowledge of the Company, any other party thereto, has received notice of any violation, breach or default under any Company Real Property Lease, and (d) there does not exist any pending Subsidiaries or, to the knowledge of the Company, Threatenedany counterparty thereto is in breach of or default under such lease or sublease, condemnation or eminent domain Proceedings that affect any Company Real Property, subject, except in each of clauses (a) through (d) abovecase, to adverse proceedings in the Ordinary Course. The Company has not granted any third party any licensefor such breaches or defaults, possessory or occupancy right or other similar right in any Company Real Property other than Permitted Encumbrances, except as has that have not had and would not be reasonably be expected likely to havehave a Company Material Adverse Effect and except as set forth in the Company Disclosure Letter. (iii) Section 5.1(k)(iii) of the Company Disclosure Letter contains a true and complete list of all Owned Real Property. (iv) For purposes of this Section 5.1(k) only, “Encumbrance” means any mortgage, lien, pledge, charge, security interest, easement, covenant, or other restriction or encumbrance of any kind in respect of such asset but specifically excludes: (A) specified encumbrances described in Section 5.1(k)(iv) of the Company Disclosure Letter; (B) encumbrances for current Taxes or other governmental charges not yet due and payable or being contested in good faith; (C) Liens for assessments and other governmental charges or 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 in each case for sums not yet due and payable or due but not delinquent, or the validity or amount of which is being contested in good faith by appropriate proceedings; (D) Liens incurred in the ordinary course of business in connection with workers’ compensation, unemployment insurance or similar types of social security or to secure the performance of tenders, statutory obligations, surety and appeal bonds, bids, leases, government contracts, performance and return of money bonds and similar obligations; and (E) other encumbrances that do not, individually or in the aggregate, a Company Material Adverse Effect. Except as has not had, and would not reasonably be expected to have, individually or in materially interfere with the aggregate, a Company Material Adverse Effect, the Company Real Property constitutes all conduct of the real estate, land, buildings, structures and fixtures located thereon and all easements, rights of way, options, coal, mineral, mining, water, surface and other rights and interests appurtenant thereto used in and necessary for the operation in all material respects of the respective businesses business of the Company and its Subsidiaries as currently presently conducted.

Real Property. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (a) Section 3.15(a) of the Disclosure Schedule lists the street address and tax parcel identification number in respect of each tract in the U.S. and Canada, parcel and/or subdivided lot comprising the Owned Real Property. A Company or a Company Subsidiary has (i) good and its Subsidiaries valid title in fee simple to each parcel of Owned Real Property free and clear of all Encumbrances (other than Permitted Encumbrances), and (ii) not leased any parcel or portion of any parcel of the Owned Real Property to any other Person other than as set forth in Section 3.15(a)(ii) of the Disclosure Schedule. The Sellers have defensible made available to the Purchaser copies of each deed for each parcel of Owned Real Property and all title insurance policies and surveys relating to all real property owned the Owned Real Property, in each case, to the extent in the possession of a Company or a Company Subsidiary. There are no condemnation proceedings or eminent domain proceedings of any kind pending or, to the Knowledge of the Sellers, threatened against any parcel of Owned Real Property. (b) Section 3.15(b) of the Disclosure Schedule lists the street address of each parcel of Leased Real Property and the identity of the lessor, lessee and current occupant (if different from lessee), and term expiry date of each such parcel of Leased Real Property. The Sellers (i) have made available to the Purchaser true and complete copies of the Leases relating to the Leased Real Property, (ii) there has not been any sublease or assignment entered into by the any Company or any Company Subsidiary in respect of its Subsidiaries (collectively, the “Company Owned Leases relating to such Leased Real Property”, and (iii) no other party to any Lease with respect to the Leased Real Property is an Affiliate of, or otherwise has any economic interest in any Company or any Company Subsidiary, and valid leasehold estates in all real property leased, none of the Companies or any Company Subsidiary have subleased, licensed or otherwise occupied (whether as tenant, subtenant, licensee granted any Person the right to use or pursuant to occupy any other occupancy arrangements) by the Company Leased Real Property or any Subsidiary portion thereof. (c) All of the Company material improvements (collectivelyexcluding improvements not used in the operation of the Business as of the date hereof) on the Real Property are (i) to the Sellers’ Knowledge, in compliance in all material respects with all applicable Laws, including those pertaining to zoning, building and the improvementsdisabled, fixtures (ii) in good repair and structures located thereonin good condition, ordinary wear and tear excepted, in all material respects and (iii) sufficient for the “Company Leased operation of the Business as it is currently conducted on the Real Property in all material respects. Except as would not have a Material Adverse Effect, no part of any of the improvements (excluding improvements not used in the operation of the Business as of the date hereof) on the Real Property encroaches on any real property not included in the Real Property” and. Except as would not have a Material Adverse Effect, together each of the improvements (excluding improvements not used in the operation of the Business as of the date hereof) on the Real Property has direct vehicular access to a public road or has access to a public road via an easement benefiting such Real Property. To the Sellers’ Knowledge, there is no existing or proposed plan to modify or realign any street or highway or any existing or proposed eminent domain proceeding that would result in the taking of all or any part of any Owned Real Property or that would prevent or hinder the continued use of any Owned Real Property as heretofore used in connection with the Company operations of the Business on such Owned Real Property. There are no public improvements in progress or, to the Sellers’ Knowledge, proposed that will result in special assessments against or otherwise adversely affect any of the Owned Real Property. (d) There are no outstanding options or rights of first refusal or rights of first offer to purchase any of the Owned Real Property, any portion thereof or any similar agreement that would have priority over the “Purchaser’s right to title of, or a leasehold interest in, the Owned Real Property or any portion thereof or interest therein upon consummation of the transactions contemplated by this Agreement. (e) With respect to Owned Real Property and Leased Real Property (as applicable) located in England and Wales, to the Knowledge of the Seller: (i) where title to any of the Owned Real Property is not registered at HM Land Registry, there is no caution against first registration of title and no event has occurred in consequence of which a caution against first registration of title could be effected, and there is no circumstance that could render any transaction affecting the title of any Company or Company Subsidiary to any of the Owned Real Property liable to be set aside under the Insolvency ▇▇▇ ▇▇▇▇; (ii) the Owned Real Property and the Leased Real Property are not subject to the payment of any outgoings other than in the ordinary course of business and all outgoings due as of the date hereof have been paid when due and none is disputed; (iii) neither any Company nor any Company Subsidiary has received written notice of any material breach of any statutes affecting the Owned Real Properties or Leased Real Properties. (f) With respect to each Leased Real Property”): (i) a Company or Company Subsidiary party to the Lease has a valid and enforceable leasehold interest to the leasehold estate in the Leased Real Property granted to a Company or Company Subsidiary, free and clear of all Encumbrances, except Encumbrances other than Permitted Encumbrances, ; (b) the Company and its Subsidiaries have defensible title to all Mining Rights included in the Company Owned Real Property, free and clear of all Encumbrances, except Permitted Encumbrances, (cii) each agreement under which the of said Leases has been duly authorized and executed by a Company or any Company Subsidiary of the Company is the landlord, sublandlord, licensor, tenant, subtenant, licensee or occupant with respect to the Company Leased Real Property (each, a “Company Real Property Lease”) to the knowledge of the Company party thereto and is in full force and effect and is valid and enforceable against the parties thereto in accordance with its terms, subject, as to enforceability, to Creditors’ Rights, and effect; (iii) neither the any Company nor any Company Subsidiary is in default under any of its Subsidiariessaid Leases in any material respect, nor has any event or condition occurred which, to the Knowledge of the Sellers, with the giving of notice or passage of time, or both, would be a default under any of said Leases; (iv) all base rents, deposits and additional rents due pursuant to such Leased Real Property have been paid as required pursuant to the knowledge terms of the applicable agreement governing any Company’s or any Company Subsidiary’s use of such Leased Real Property, any other party thereto, and no security deposit or portion thereof has received notice been applied in respect of any violation, a breach or default under such Leased Real Property that has not been redeposited in full; and (v) none of Seller, any Company or any Company Subsidiary has received any written notice that the fee owner of any Leased Real Property Leasehas made any assignment, and (d) there does not exist any pending ormortgage, to the knowledge pledge or hypothecation of the Company, Threatened, condemnation or eminent domain Proceedings that affect any Company Real Property, subject, in each of clauses (a) through (d) above, to adverse proceedings in the Ordinary Course. The Company has not granted any third party any license, possessory or occupancy right or other similar right in any Company such Leased Real Property other than Permitted Encumbrances, except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as has not had, and would not reasonably be expected to have, individually rents or in the aggregate, a Company Material Adverse Effect, the Company Real Property constitutes all of the real estate, land, buildings, structures and fixtures located thereon and all easements, rights of way, options, coal, mineral, mining, water, surface and other rights and interests appurtenant thereto used in and necessary for the operation in all material respects of the respective businesses of the Company and its Subsidiaries as currently conducteduse fees due thereunder.

Real Property. (a) Except as disclosed in Section 4.25(a) of the Company Disclosure Schedule, the Company Group does not own and has not had and owned any Owned Real Property. Other than as would not be reasonably be expected to haveto, individually or in the aggregate, have a Company Material Adverse Effect, (a) the Company and its Subsidiaries have defensible Group has good title to all real property owned by the Company or any of its Subsidiaries (collectively, the “Company Owned Real Property”Property described in Section 4.25(a) and valid leasehold estates in all real property leased, subleased, licensed or otherwise occupied (whether as tenant, subtenant, licensee or pursuant to any other occupancy arrangements) by the Company or any Subsidiary of the Company (collectively, including the improvements, fixtures and structures located thereon, the “Company Leased Real Property” and, together with the Company Owned Real Property, the “Company Real Property”)Disclosure Schedule, free and clear of all Encumbrances, Liens (except for the Permitted Encumbrances, Liens). (b) ‎Section 4.25(b) of the Company Disclosure Schedule sets forth the address of each Leased Real Property. The Company has made available to Parent true and its Subsidiaries have defensible title to complete copies of all Mining Rights included in Leases under which the Company Owned Group uses or occupies or has the right to use or occupy any Leased Real Property. Except as would not be material to the Company Group and to the knowledge of the Company Group, (i) the Company Group has a good and valid leasehold or subleasehold interest in each relevant parcel of the Leased Real Property, free and clear of all Encumbrances, except Permitted Encumbrances, Liens; (cii) each agreement under which Lease is legal, valid, binding, enforceable and in full force and effect; (iii) the Company Group has not subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property or any Subsidiary portion thereof; (iv) the Company Group has not collaterally assigned or granted any other security interest in such Lease or any interest therein; (v) the Company Group’s possession and quiet enjoyment of the Company is the landlordLeased Real Property under such Lease has not been disturbed, sublandlord, licensor, tenant, subtenant, licensee or occupant and there are no disputes with respect to such Lease; and (vi) the Company Leased Real Property (eachGroup is not in breach or violation of, a “Company Real Property Lease”) or default under any Lease and to the knowledge of the Company is in full force and effect and is valid and enforceable Group, no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach or default, or permit the termination, modification or acceleration of rent under such Lease. (c) As of the date hereof, no party to any Lease has given written notice to the Company Group of, or made a written claim against the parties thereto in accordance Company Group with its terms, subject, as to enforceability, to Creditors’ Rights, and neither the Company nor any of its Subsidiaries, or to the knowledge of the Companyrespect to, any other party thereto, has received notice of any violation, breach or default under thereunder. As of the date hereof, the Company Group has not received written notice of the existence of any Company Real Property Leaseoutstanding Order, and (d) there does not exist any pending orand, to the knowledge of the CompanyCompany Group, Threatenedthere is no such Order threatened, condemnation relating to the ownership, lease, use, occupancy or eminent domain Proceedings that affect operation by any Company Person of any Leased Real Property, subject, in each of clauses (a) through (d) above, to adverse proceedings in the Ordinary Course. The Company has not granted any third party any license, possessory or occupancy right or other similar right in any Company Real Property other than Permitted Encumbrances, except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company Real Property constitutes all of the real estate, land, buildings, structures and fixtures located thereon and all easements, rights of way, options, coal, mineral, mining, water, surface and other rights and interests appurtenant thereto used in and necessary for the operation in all material respects of the respective businesses of the Company and its Subsidiaries as currently conducted.

Real Property. Except (a) The Company does not own and has never owned any real property. (b) Section 4.13(b) of the Company Disclosure Letter contains a complete and accurate list of all of the existing material 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 not had and the right to use or occupy, now or in the future (such property, the “Leased Real Property”). All leases identified on Section 4.13(b) of the Company Disclosure Letter have been made available to Parent together with all amendments, modifications, extensions, renewals or supplements, if any, thereto, prior to the date hereof. None of the Company and/or its Subsidiaries is in default or violation of the Leases except for any conflicts, defaults or violations that would not reasonably be expected to havenot, individually or in the aggregate, a Company Material Adverse Effect, (a) reasonably be expected to be material to the Company and its Subsidiaries have defensible title taken as a whole. With respect to all real property owned by each of the Leases listed on Section 4.13(b) of the Company or any of Disclosure Letter: (i) the Company and/or its Subsidiaries (collectively, the “Company Owned Real Property”) have and own valid leasehold estates in all real property leased, subleased, licensed or otherwise occupied (whether as tenant, subtenant, licensee or pursuant to any other occupancy arrangements) by the Company or any Subsidiary of the Company (collectively, including the improvements, fixtures and structures located thereon, the “Company Leased Real Property” and, together with the Company Owned Real Property, the “Company Real Property”), free and clear of all Encumbrances, except Permitted Encumbrances, (b) the Company and its Subsidiaries have defensible title to all Mining Rights included in the Company Owned Real Property, free and clear of all Encumbrances, except Liens other than Permitted Encumbrances, Liens; (cii) each agreement under which the Company or any Subsidiary of the Company is the landlord, sublandlord, licensor, tenant, subtenant, licensee or occupant with respect to the Company Leased Real Property (each, a “Company Real Property Lease”) to the knowledge of the Company is in full force and effect and is valid and enforceable against the parties thereto in accordance with its terms, subject, as to enforceability, to Creditors’ Rights, and neither the Company nor any of its Subsidiaries, Subsidiaries owes any brokerage commissions or finder’s fees with respect to the knowledge Leases; (iii) neither the Company nor any of its Subsidiaries has received written notice of any actual or, to the Knowledge of the Company, any other party thereto, has received notice of any violation, breach or default under any Company Real Property Lease, and (d) there does not exist any pending or, to the knowledge of the Company, Threatenedthreatened, condemnation or eminent domain Proceedings proceedings that affect any Leased Real Property or any part thereof, and neither of the Company Real Property, subject, in each nor any of clauses its Subsidiaries has received any written notice of the intention of any Governmental Authority or other Person to take all or any part thereof pursuant to any such proceeding; and (aiv) through (d) above, to adverse proceedings except for renewal and expansion provisions as set forth in the Ordinary Course. The Leases, neither the Company has not granted nor any third of its Subsidiaries owns, holds, is obligated under or is a party to, any licenseoption, possessory right of first refusal or occupancy right offer or other similar contractual right in to purchase, acquire, sell, assign or dispose of any real estate or any portion thereof or interest therein. (c) Section 4.13(c) of the Company Real Property Disclosure Letter contains a complete and accurate list of all of the existing Leases granting to any Person, other than Permitted Encumbrancesthe Company or any of its Subsidiaries, except as has not had and would not reasonably be expected any right to haveuse or occupy, individually now or in the aggregatefuture, a Company Material Adverse Effect. Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company any material portion of Leased Real Property constitutes all of the real estate, land, buildings, structures and fixtures located thereon and all easements, rights of way, options, coal, mineral, mining, water, surface and other rights and interests appurtenant thereto used in and necessary for the operation in all material respects of the respective businesses of the Company and its Subsidiaries as currently conductedProperty.

Real Property. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (a) The Acquired Companies do not own any real property. (b) Section 4.15(b) of the Company Disclosure Schedule sets forth a true, correct and its Subsidiaries have defensible title to complete list of all real property owned by Leases of the Company or any Company Subsidiary (each such Lease, a “Material Real Property Lease” and each such real property, and any real property leased by any Joint Venture, a “Leased Property”), such list including the Company or Company Subsidiary leasehold owner and the address of its Subsidiaries (collectivelyeach Leased Property. With respect to each Leased Property, the “applicable Acquired Company Owned Real Property”) has good and valid leasehold estates in all real property leased, subleased, licensed or otherwise occupied (whether as tenant, subtenant, licensee or pursuant to any other occupancy arrangements) by the Company or any Subsidiary of the Company (collectively, including the improvements, fixtures and structures located thereon, the “Company Leased Real Property” and, together with the Company Owned Real Property, the “Company Real Property”)title thereto, free and clear of all EncumbrancesEncumbrances except for Permitted Encumbrances and any Encumbrances on the fee interest of the Leased Property do not materially adversely affect such Acquired Company’s leasehold interest or the conduct of the business of such Acquired Company, except Permitted Encumbrances, (b) the as presently conducted. The Company and its Subsidiaries have defensible title has made available to all Mining Rights included in the Company Owned Purchaser copies of each Material Real Property, free and clear of all Encumbrances, except Permitted Encumbrances, (c) each agreement under Property Lease to which the Company or any Company Subsidiary is a party. Assuming the due authorization, execution and delivery thereof by the other party or parties thereto, as of the date hereof (i) each Material Real Property Lease is a valid and binding obligation of the applicable Acquired Company is the landlordand, sublandlord, licensor, tenant, subtenant, licensee or occupant with respect to the Company Leased Real Property (each, a “Company Real Property Lease”) to the knowledge Knowledge of the Company Company, each other party or parties thereto, enforceable in accordance with its terms and is in full force and effect effect, subject to the Bankruptcy and Equity Exceptions, (ii) the applicable Acquired Company is valid and enforceable against not (with or without the parties thereto in accordance with its termslapse of time or the giving of notice, subjector both), as to enforceabilityand, to Creditors’ Rights, and neither the Company nor any of its Subsidiaries, or to the knowledge Knowledge of the Company, any no other party theretothereto is (with or without the lapse of time or the giving of notice, has received notice or both), in default in the performance, observance or fulfillment of any violationobligation, breach covenant or default under any Company condition contained in each of the Material Real Property Lease, Leases and (diii) there does not exist any pending or, to the knowledge Knowledge of the Company, Threatenedno event has occurred that will or would (with or without the lapse of time or the giving of notice, condemnation or eminent domain Proceedings that affect both) constitute a default under any Company Real Property, subject, in each of clauses (a) through (d) above, to adverse proceedings in the Ordinary Course. The Company has not granted any third party any license, possessory or occupancy right or other similar right in any Company Material Real Property other than Permitted Encumbrances, except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company Real Property constitutes Lease. (c) The Leased Properties constitute all of the real estate, land, buildings, structures and fixtures located thereon and all easements, rights of way, options, coal, mineral, mining, water, surface and other rights and interests appurtenant thereto property used in connection with the businesses and necessary operations of the Acquired Companies. The Leased Properties are sufficient for the operation of the businesses of the Acquired Companies as presently conducted. (d) No Acquired Company is a lessor or sublessor under any Lease granting to any other Person any right to the possession, lease, occupancy or enjoyment of any real property, and no Person is in possession of any portion of the Leased Property other than an Acquired Company. (e) No Acquired Company is obligated under, and, to the Knowledge of the Company, no Leased Property is subject to, any right of first offer or refusal or any option or other contractual right to sell, assign or otherwise dispose of any Leased Property, the exercise of which would result in the loss of the right of the applicable Acquired Company to continue to lease the applicable Leased Property on substantially the same terms. No Acquired Company is obligated to acquire any fee or leasehold interest in any other real property. Each Acquired Company has received all material Permits required in connection with the use and operation of the Leased Property leased by the respective Acquired Company and, to the Knowledge of the Company, the Leased Property and the use and operation thereof do not constitute a nonconforming use or structure under, and are not in breach or violation of, or default under, any applicable Laws (including all Laws relating to zoning), covenants, conditions, restrictions, easements, Permits, certificates of occupancy or other agreements, in each case, in all material respects respects. Each Acquired Company has rights of entry to and exit from the Leased Property leased by the respective Acquired Company as are necessary to carry on that Acquired Company’s businesses in the ordinary course of business. All utilities (including water, sewer, gas, electricity, trash removal, telephone service and (if different) internet service) are available in sufficient quantities and quality to adequately serve the Leased Property for conducting the businesses of such Acquired Company in the ordinary course of business. No Acquired Company has received any written notice that any portion of the respective businesses Leased Property or interest therein is subject to any action for condemnation, eminent domain, zoning, rezoning or similar or other taking or any imposition of special assessments by any Governmental Authority, and, to the Knowledge of the Company and its Subsidiaries as currently conductedCompany, no such action is threatened.

Real Property. Except (a) The Company Group does not own any real property. (b) Section 3.22(b) of the Company Disclosure Letter contains a true, correct and complete list, as of the date of this Agreement, of all of the existing leases, subleases, licenses or other agreements, pursuant to which the Company Group uses or occupies, or has not had and would not reasonably be expected the right to haveuse or occupy, individually now or in the aggregatefuture, any real property in excess of 1,000 square feet (such property, the “Leased Real Property,” and each such lease, sublease, license or other agreement, a “Lease”). The Company has made available to Parent true, correct and complete copies of all Leases (including all material modifications, amendments and supplements thereto). With respect to each Lease and except as would not have a Company Material Adverse Effect, (a) Effect or materially and adversely affect the Company and its Subsidiaries have defensible title to all real property owned current use by the Company or any its Subsidiaries of the Leased Real Property, (i) to the Knowledge of the Company, there are no disputes with respect to such Lease; (ii) the Company or one of its Subsidiaries (collectively, the “Company Owned Real Property”) and valid leasehold estates in all real property leased, subleased, licensed has not collaterally assigned or otherwise occupied (whether as tenant, subtenant, licensee or pursuant to granted any other occupancy arrangementssecurity interest in such Lease or any interest therein; and (iii) there are no liens (other than Permitted Liens) on the estate or interest created by the such Lease. The Company or any Subsidiary one of the Company (collectively, including the improvements, fixtures and structures located thereon, the “Company Leased Real Property” and, together with the Company Owned Real Property, the “Company Real Property”), free and clear of all Encumbrances, except Permitted Encumbrances, (b) the Company and its Subsidiaries have defensible title to all Mining Rights included has a valid, binding and enforceable leasehold estate in the Company Owned Leased Real Property, free and clear of all Encumbrances, except liens (other than Permitted Encumbrances, (cLiens) each agreement under which subject to the Enforceability Exceptions. Neither the Company or any Subsidiary of the Company is the landlordGroup, sublandlord, licensor, tenant, subtenant, licensee or occupant with respect nor to the Company Leased Real Property (each, a “Company Real Property Lease”) to the knowledge of the Company is in full force and effect and is valid and enforceable against the parties thereto in accordance with its terms, subject, as to enforceability, to Creditors’ Rights, and neither the Company nor any of its Subsidiaries, or to the knowledge Knowledge of the Company, any other party thereto, has received notice to the Lease is in material breach of any violation, breach or default under pursuant to any Company Real Property Lease, and (d) there does not exist any pending or, to the knowledge Knowledge of the Company, Threatenedno event has occurred or circumstance exists which, condemnation with the delivery of notice, the passage of time or eminent domain Proceedings that affect both, would constitute such a material breach or default, or permit the termination, modification or acceleration of rent under such Lease. (c) Section 3.22(c) of the Company Disclosure Letter contains a true, correct and complete list of all of the existing material subleases, licenses or similar agreements (each, a “Sublease”) granting to any Company Real PropertyPerson, subject, in each of clauses (a) through (d) above, to adverse proceedings in the Ordinary Course. The Company has not granted any third party any license, possessory or occupancy right or other similar right in any Company Real Property other than Permitted Encumbrancesthe Company Group, except as has not had and would not reasonably be expected any right to haveuse or occupy, individually now or in the aggregatefuture, a Company Material Adverse Effectthe Leased Real Property. Except as has With respect to each of the Subleases, (i) to the Knowledge of the Company, there are no disputes with respect to such Sublease; (ii) the other party to such Sublease is not hadan Affiliate of, and would otherwise does not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effecthave any economic interest in, the Company Real Property constitutes all of the real estate, land, buildings, structures and fixtures located thereon and all easements, rights of way, options, coal, mineral, mining, water, surface and other rights and interests appurtenant thereto used in and necessary for the operation in all material respects of the respective businesses of the Company and its Subsidiaries as currently conductedGroup.

Real Property. (a) Section 4.14(a) of the Company Disclosure Schedule contains, as of the date of this Agreement, a complete and correct list of all real property owned in whole or in part by the Company and its Subsidiaries (such real property, together with all buildings, structures, fixtures and improvements erected or located thereon, the “Owned Real Property”). The Company or its Subsidiaries have good, marketable and valid fee simple title to all of the Owned Real Property, free and clear of Liens, except Permitted Liens, and there is no pending or, to the Knowledge of the Company, threatened condemnation or similar action affecting any of the Owned Real Property. There are no outstanding options, rights of first offer or rights of first refusal to purchase any Owned Real Property, or any portion thereof or interest therein. Neither the Company nor any of its Subsidiaries is a party to any agreement or option to purchase any real property or interest therein. Neither the Company nor its Subsidiaries are in breach or default under any restrictive covenant encumbering any Owned Real Property, except where such breach or default would not have, individually or in the aggregate, a Company Material Adverse Effect. (b) Section 4.14(b) of the Company Disclosure Schedule contains, as of the date of this Agreement, a complete and correct list of all real property leased or subleased by the Company and its Subsidiaries (the “Leased Real Property”, together with the Owned Real Property, the “Real Property”) and each lease or sublease with respect to the Leased Real Property (each, a “Real Property Lease”). The Company has delivered to Parent a true, correct and complete copy of each Real Property Lease. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (ai) the Company and or its Subsidiaries have defensible title valid leasehold interests to all real property owned by the Company or any of its Subsidiaries (collectively, the “Company Owned Real Property”) and valid leasehold estates in all real property leased, subleased, licensed or otherwise occupied (whether as tenant, subtenant, licensee or pursuant to any other occupancy arrangements) by the Company or any Subsidiary of the Company (collectively, including the improvements, fixtures and structures located thereon, the “Company Leased Real Property” and, together with the Company Owned Real Property, the “Company Real Property”), free and clear of all Encumbrances, except Permitted Encumbrances, (b) the Company and its Subsidiaries have defensible title to all Mining Rights included in the Company Owned Real Property, free and clear of all EncumbrancesLiens, except for Permitted EncumbrancesLiens, (cii) each agreement under which the Company or any Subsidiary as of the Company is the landlorddate hereof, sublandlord, licensor, tenant, subtenant, licensee or occupant with respect to the Company Leased each Real Property (each, a “Company Real Property Lease”) to the knowledge of the Company Lease is in full force and effect and is valid and enforceable against the parties thereto in accordance with its terms, subject, as to enforceabilityrespective terms against the Company or its Subsidiaries that are party thereto and, to Creditors’ Rightsthe Knowledge of the Company, to the other parties thereto (in each case subject to the Enforceability Exceptions), and (iii) neither the Company nor any of its Subsidiaries, or to the knowledge of the Company, any other party thereto, has received notice of any violation, Subsidiaries is in breach or default under any Company of the Real Property Leases and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach or default, or permit the termination, modification or acceleration of rent under such Real Property Lease, . (c) The Real Property identified on Sections 4.14(a) and (dSection 4.14(b) there does not exist any pending or, to the knowledge of the Company, Threatened, condemnation or eminent domain Proceedings that affect any Company Real Property, subject, in each of clauses (a) through (d) above, to adverse proceedings in the Ordinary Course. The Company has not granted any third party any license, possessory or occupancy right or other similar right in any Company Real Property other than Permitted Encumbrances, except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company Real Property constitutes Disclosure Schedule comprise all of the material real estate, land, buildings, structures and fixtures located thereon and all easements, rights of way, options, coal, mineral, mining, water, surface and other rights and interests appurtenant thereto property used or intended to be used in and necessary for the operation in all material respects of the respective businesses business of the Company and its Subsidiaries. Neither Company nor any of its Subsidiaries as currently conductedhas leased or otherwise granted to any Person the right to use or occupy any the Real Property or any material portion thereof.

Real Property. (a) The Company or a Company Subsidiary owns the real property set forth in Section 4.22(a) of the Company Disclosure Schedules free and clear of Liens other than Permitted Liens and matters set forth in the Existing Title Policy, and as of the date of this Agreement, such real property is the only real property owned by the Company or the Company Subsidiaries that is material to the Company and the Company Subsidiaries, taken as a whole. Except as set forth in Section 4.22(a) of the Company Disclosure Schedules and the Existing Title Policy, neither the Company nor any of the Company Subsidiaries has not had leased, subleased or otherwise granted to any Person the right to use or occupy the real property or any portion thereof, and there are no outstanding options, rights of first offer or rights of first refusal to purchase the real property or any portion thereof or interest therein. (b) Section 4.22(b) of the Company Disclosure Schedules sets forth a list, as of the date hereof, of each lease, sublease or other Contract pursuant to which the Company or any of its Subsidiaries occupies a real property location (each a “Lease Agreement”) that is material to the Company and its Subsidiaries, taken as a whole (each, a “Material Lease Agreement”). The Company has Made Available to Parent true, correct and complete copies of each Material Lease Agreement, including all amendments thereto. Each Material Lease Agreement is, as of the date hereof, in full force and effect and a valid and binding agreement enforceable against the Company or any of the Company Subsidiaries party thereto and any other party thereto in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium and other similar Applicable Law affecting creditors’ rights generally and by general principles of equity. As of the date of this Agreement, none of the Company nor any of the Company Subsidiaries party to, nor any other party to any Material Lease Agreement is in material breach of or material default under, or has provided or received any written notice of any intention to terminate or seek renegotiation of, any Material Lease Agreement. As of the date of this Agreement, no event or circumstance has occurred that, with or without notice or lapse of time or both, would not reasonably (i) constitute a material breach of or material event of default by the Company, (ii) result in a right of termination for the counterparty or (iii) cause or permit the acceleration of, or other material changes to, any material right of the counterparty or obligation of the Company, in each case, under any Material Lease Agreement. As of the date of this Agreement, all work required to be expected to haveperformed under any such Lease Agreement by the landlord thereunder or by the Company or any of the Company Subsidiaries party thereto has been performed and paid for, except as would not, individually or in the aggregate, have a Company Material Adverse Effect, . (ac) the Company and its Subsidiaries have defensible title With respect to all each parcel of real property owned by the Company set forth in Section 4.22(a) or any of its Subsidiaries (collectively, the “Company Owned Real Property”Section 4.22(b) and valid leasehold estates in all real property leased, subleased, licensed or otherwise occupied (whether as tenant, subtenant, licensee or pursuant to any other occupancy arrangements) by the Company or any Subsidiary of the Company (collectivelyDisclosure Schedules, including the improvements, fixtures and structures located thereon, the “Company Leased Real Property” and, together with the Company Owned Real Property, the “Company Real Property”), free and clear of all Encumbrances, except Permitted Encumbrances, (b) the Company and its Subsidiaries have defensible title to all Mining Rights included in the Company Owned Real Property, free and clear of all Encumbrances, except Permitted Encumbrances, (c) each agreement under which the Company or any Subsidiary of the Company is the landlord, sublandlord, licensor, tenant, subtenant, licensee or occupant with respect to the Company Leased Real Property (each, a “Company Real Property Lease”) to the knowledge of the Company is in full force and effect and is valid and enforceable against the parties thereto in accordance with its terms, subject, as to enforceability, to Creditors’ Rights, and neither the Company nor any of its Subsidiaries, or to the knowledge of the Company, any other party thereto, Company Subsidiaries has received written notice of any violation, breach pending or default under any Company Real Property Lease, and (d) there does not exist any pending or, to the knowledge of the Company, Threatenedthreatened expropriation, condemnation or eminent domain Proceedings that affect any Company Real Property, subject, in each of clauses (a) through (d) above, proceedings or their local equivalent affecting or relating to adverse proceedings in the Ordinary Course. The Company has not granted any third party any license, possessory or occupancy right or other similar right in any Company Real Property other than Permitted Encumbrancessuch real property, except as has not had and would not reasonably be expected to havenot, individually or in the aggregate, have a Company Material Adverse Effect. Except as has not had. (d) To the Company’s Knowledge, and would not reasonably be expected to have, individually each parcel of real property set forth in Section 4.22(a) or in the aggregate, a Company Material Adverse Effect, Section 4.22(b) of the Company Real Property constitutes Disclosure Schedules is adequately served by proper utilities and other building services necessary for its current use and all of the buildings and structures located at the parcels of real estateproperty are structurally sound with no material defects that are not being addressed in the ordinary course and are in good operating condition. (e) The Company has Made Available to Parent a true, land, buildings, structures correct and fixtures located thereon and all easements, rights of way, options, coal, mineral, mining, water, surface and other rights and interests appurtenant thereto used in and necessary for the operation in all material respects complete copy of the respective businesses Existing Title Policy. Neither the Company nor any of the Company and its Subsidiaries as currently conductedhas done anything to invalidate or limit the coverage afforded by the Existing Title Policy or made any claims for loss, damage or indemnification against the Title Company under the Existing Title Policy.

Real Property. (a) Except as has not had and in any such case that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (a) with respect to the Company and its Subsidiaries have defensible title to all real property owned by the Company or any of its Subsidiaries (collectively, the “Company Owned Real Property”) and valid leasehold estates in all real property leased, subleased, licensed or otherwise occupied (whether as tenant, subtenant, licensee or pursuant to any other occupancy arrangements) by the Company or any Subsidiary of the Company (collectively, including the improvements, fixtures and structures located thereon, the “Company Leased Real Property” and, together with the Company Owned Real Property, the “Company Real Property”), free and clear of all Encumbrances, except Permitted Encumbrances, (bi) the Company or one of its Subsidiaries, as applicable, has good and its Subsidiaries have defensible marketable title to all Mining Rights included in the Company Owned Real Property, free and clear of all Encumbrancesany Encumbrance and (ii) there are no outstanding options or rights of first refusal to purchase the Owned Real Property, except Permitted Encumbrancesor any portion thereof or interest therein. (b) With respect to the real property leased or subleased to the Company or its Subsidiaries (the “Leased Real Property”), (c) each agreement under which the lease or sublease for such property is valid, legally binding, enforceable and in full force and effect, and none of the Company or any Subsidiary of its Subsidiaries 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 a breach or default by any of the Company is the landlordor its Subsidiaries or permit termination, sublandlord, licensor, tenant, subtenant, licensee modification or occupant with respect to the Company Leased Real Property (each, a “Company Real Property Lease”) to the knowledge of the Company is in full force and effect and is valid and enforceable against the parties thereto in accordance with its terms, subject, as to enforceability, to Creditors’ Rights, and neither the Company nor any of its Subsidiaries, or to the knowledge of the Company, any other party thereto, has received notice of any violation, breach or default under any Company Real Property Lease, and (d) there does not exist any pending or, to the knowledge of the Company, Threatened, condemnation or eminent domain Proceedings that affect any Company Real Property, subject, in each of clauses (a) through (d) above, to adverse proceedings in the Ordinary Course. The Company has not granted acceleration by any third party any licensethereunder, possessory or occupancy right prevent, materially delay or other similar right materially impair the consummation of the transactions contemplated by this Agreement except in any Company Real Property other than Permitted Encumbranceseach case, except as has not had and for such invalidity, failure to be binding, unenforceability, ineffectiveness, breaches, defaults, terminations, modifications, accelerations or repudiations that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except . (c) Section 3.20(c) of the Company Disclosure Letter contains a true and complete list of all material Owned Real Property (together with all land, buildings, structures, fixtures and improvements located thereon). (d) For purposes of this Section 3.20 only, “Encumbrance” means any mortgage, Lien, easement, covenant, or other restriction or title matter or encumbrance of any kind in respect of such asset but specifically excludes (i) specified encumbrances described in Section 3.20(d) of the Company Disclosure Letter, (ii) encumbrances for current Taxes or other governmental charges not yet due and payable, (iii) 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 has not hadto which there is no default on the part of Company, or the validity or amount of which is being contested in good faith by appropriate proceedings and would not reasonably be expected to haveare reflected on or specifically reserved against or otherwise disclosed in the consolidated balance sheets included in the Commission Filings, (iv) other encumbrances that do not, individually or in the aggregate, a Company Material Adverse Effectmaterially impair the continued use, operation, value or marketability of the Company specific parcel of Owned Real Property constitutes all to which they relate or the conduct of the real estate, land, buildings, structures and fixtures located thereon and all easements, rights of way, options, coal, mineral, mining, water, surface and other rights and interests appurtenant thereto used in and necessary for the operation in all material respects of the respective businesses business of the Company and its Subsidiaries or Joint Ventures as currently presently conducted, (v) easements, rights of way or other similar matters or restrictions or exclusions which would be shown by a current title report or other similar report and (vi) any condition or other matter, if any, that may be shown or disclosed by a current and accurate survey or physical inspection.

Real Property. (a) Neither the Company nor any of its Subsidiaries owns any real property. (b) ‎Section 3.18(b) of the Company Disclosure Letter sets forth, as of the date of this Agreement, a true and complete list of all real property leased, subleased, licensed or occupied by the Company or one of its Subsidiaries (such leasehold estates, collectively the “Leased Property”) pursuant to which the Company or one of its Subsidiaries leases, subleases, licenses or occupies the Leased Property (each, a “Company Lease”). Parent has delivered to the Company a true, complete and correct copy of each Company Lease. (c) Except in any such case as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, : (ai) the Company and or one or more of its Subsidiaries have defensible title is the lessee of and holds good and valid leasehold estates to each parcel of Leased Property leased, subleased, licensed occupied by the Company or any of its Subsidiaries, free and clear of all real property owned Liens, except for Permitted Liens, and is in possession of the Leased Property leased thereunder; (ii) each Company Lease is a valid and binding obligation of the Company or one of its Subsidiaries, enforceable in accordance with its terms; (iii) neither the Company nor any of its Subsidiaries has received notice of default or breach under any Company Lease by the Company or any of its Subsidiaries (collectivelyor, the “Company Owned Real Property”) and valid leasehold estates in all real property leased, subleased, licensed or otherwise occupied (whether as tenant, subtenant, licensee or pursuant to any other occupancy arrangements) by the Company or any Subsidiary of the Company (collectively, including the improvements, fixtures and structures located thereon, the “Company Leased Real Property” and, together with the Company Owned Real Property, the “Company Real Property”), free and clear of all Encumbrances, except Permitted Encumbrances, (b) the Company and its Subsidiaries have defensible title to all Mining Rights included in the Company Owned Real Property, free and clear of all Encumbrances, except Permitted Encumbrances, (c) each agreement under which the Company or any Subsidiary of the Company is the landlord, sublandlord, licensor, tenant, subtenant, licensee or occupant with respect to the Company Leased Real Property (each, a “Company Real Property Lease”) to the knowledge of the Company is in full force Company, any other party thereto; and effect and is valid and enforceable against (iv) no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a breach or default on the parties thereto in accordance with its terms, subject, as to enforceability, to Creditors’ Rights, and neither part of the Company nor or any of its SubsidiariesSubsidiaries or, or to the knowledge of the Company, any other party thereto, has received notice of any violation, breach or default under any such Company Real Property Lease, and . (d) there does not exist With respect to each Leased Property: (i) neither the Company nor any pending or, to the knowledge of the CompanyCompany Subsidiaries has subleased, Threatenedlicensed, condemnation sublicensed or eminent domain Proceedings that affect otherwise granted anyone a right to use or occupy such Leased Property or any Company Real portion thereof, or otherwise collaterally assigned, pledged, hypothecated, mortgaged or otherwise transferred any lease, sublease, license, sublicense or other interest therein; and (ii) all buildings, structures, improvements, and fixtures located on the Leased Property, subjectincluding all mechanical, electrical and other systems, have been maintained in accordance with normal industry practice, are in good operating condition and repair, and are suitable for the purposes for which they are currently used, except, in each of clauses (a) through (d) abovecase, to adverse proceedings in the Ordinary Course. The Company has not granted any third party any license, possessory or occupancy right or other similar right in any Company Real Property other than Permitted Encumbrances, except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company Real Property constitutes all of the real estate, land, buildings, structures and fixtures located thereon and all easements, rights of way, options, coal, mineral, mining, water, surface and other rights and interests appurtenant thereto used in and necessary for the operation in all material respects of the respective businesses of the Company and its Subsidiaries as currently conducted.

Real Property. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (a) The Company does not have and has not since August 1, 2023 had any Owned Real Property. (b) Schedule 5.18 of the Company Disclosure Letter contains a true, correct and complete list, as of the date of this Agreement, of all Leased Real Property including, the address of each Leased Real Property. As of the date hereof, the Leased Real Property identified on Schedule 5.18 of the Company Disclosure Letter comprise all of the real property used or intended to be used in, or otherwise related to, the business of the Company and its Subsidiaries have defensible title as it is currently conducted. Neither the Company nor any Subsidiary of the Company is party to any agreement or option to purchase or sell any Leased Real Property or interest therein. (c) The Company has made available to SPAC true, correct and complete copies of the material Contracts (including all real property owned by material modifications, amendments, guarantees, supplements, waivers and side letters thereto) pursuant to which the Company or any of its Subsidiaries occupy (collectively, or have been granted an option to occupy) the “Company Owned Real Property”) and valid leasehold estates in all real property leased, subleased, licensed or otherwise occupied (whether as tenant, subtenant, licensee or pursuant to any other occupancy arrangements) by the Company or any Subsidiary of the Company (collectively, including the improvements, fixtures and structures located thereon, the “Company Leased Real Property” and, together with the Company Owned Real Property, the “Company Real Property”), free and clear of all Encumbrances, except Permitted Encumbrances, (b) the Company and its Subsidiaries have defensible title to all Mining Rights included in the Company Owned Real Property, free and clear of all Encumbrances, except Permitted Encumbrances, (c) each agreement under which the Company Property or any Subsidiary of the Company is the landlord, sublandlord, licensor, tenant, subtenant, licensee or occupant otherwise a party with respect to the Company Leased Real Property (eachthe “Leases”). The Company or one of its Subsidiaries has a valid and subsisting leasehold estate in, and enjoys peaceful and undisturbed possession of, all Leased Real Property, subject only to Permitted Liens. With respect to each Lease and except as would not constitute a “Material Adverse Effect, (i) such Lease is valid, binding and enforceable and in full force and effect against the Company Real Property Lease”) or one of its Subsidiaries and, to the knowledge of the Company is in full force and effect and is valid and enforceable against knowledge, the parties thereto in accordance with its termsother party thereto, subjectsubject to the Enforceability Exceptions, as to enforceability, to Creditors’ Rights, and neither the Company nor any of its Subsidiaries, or (ii) to the knowledge of the Company, any other party theretoeach Lease has not been materially amended or modified except as reflected in the modifications, amendments, supplements, waivers and side letters made available to SPAC, (iii) neither the Company nor one of its Subsidiaries has received or given any written notice of material default or material breach under any of the Leases and to the knowledge of the Company, neither the Company nor its Subsidiaries has received oral notice of any violationmaterial default that has not been cured within the applicable cure period, breach (iv) as of the date of this Agreement, the Company has not received written notice from any Governmental Authority regarding intent to modify, suspend or default under revoke any Company Real Property Lease, and (dv) there does not exist under any pending Lease any event or condition which, with notice or lapse of time or both, would become a material default by the Company or one of its Subsidiaries or, to the knowledge of the Company, Threatened, condemnation or eminent domain Proceedings that affect any Company Real Property, subject, in each of clauses (a) through the other party thereto. (d) above, Neither the Company nor its Subsidiaries has a written sublease granting any Person the right to adverse proceedings use or occupy Leased Real Property which is still in effect. Neither the Company nor its Subsidiaries has collaterally assigned or granted any other security interest in the Ordinary Course. The Company has not granted any third party any license, possessory or occupancy right or other similar right in any Company Leased Real Property other than Permitted Encumbrancesor any interest therein which is still in effect. Neither the Company nor any of its Subsidiaries is in material default or violation of, except as has or not had and would not reasonably be in compliance with, any legal requirements applicable to its occupancy of the Leased Real Property. To the knowledge of the Company, no construction or expansion is currently being performed or is planned for the year ending December 31, 2025 at any of the Leased Real Properties that is expected to have, individually or result in the aggregate, a Company Material Adverse Effect. Except as has not had, and would not reasonably be expected liability to have, individually or in the aggregate, a Company Material Adverse Effect, the Company Real Property constitutes all or any of the real estate, land, buildings, structures and fixtures located thereon and all easements, rights of way, options, coal, mineral, mining, water, surface and other rights and interests appurtenant thereto used in and necessary for the operation in all material respects of the respective businesses of the Company and its Subsidiaries as currently conductedin excess of $500,000 in such calendar year.

Real Property. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (a) Set forth in Section 3.15 of the Company Letter, hereto is a list of all material leases, subleases, licenses and its Subsidiaries have defensible title to all real property owned by the Company or any of its Subsidiaries other agreements (collectively, the “Company Owned "Real Property”Property Leases") and valid leasehold estates in all real property leased, subleased, licensed or otherwise occupied (whether as tenant, subtenant, licensee or pursuant to any other occupancy arrangements) by the Company or any Subsidiary of the Company (collectively, including the improvements, fixtures and structures located thereon, the “Company Leased Real Property” and, together with the Company Owned Real Property, the “Company Real Property”), free and clear of all Encumbrances, except Permitted Encumbrances, (b) the Company and its Subsidiaries have defensible title to all Mining Rights included in the Company Owned Real Property, free and clear of all Encumbrances, except Permitted Encumbrances, (c) each agreement under which the Company or any Subsidiary uses or occupies or has the right to use or occupy, now or in the future, any real property (the "Leased Real Property"). (b) Except as provided in Section 3.15 of the Company is the landlordLetter hereto, sublandlord, licensor, tenant, subtenant, licensee or occupant with respect to the Company Leased Real Property (each, a “Company Real Property Lease”) to the knowledge of the Company is in full force and effect and is valid and enforceable against the parties thereto in accordance with its terms, subject, as to enforceability, to Creditors’ Rights, and neither the Company nor any of its SubsidiariesSubsidiary owns or holds, or is obligated under or a party to, any option, right of first refusal or other contractual right to purchase any Leased Real Property or any portion thereof or interest therein. (c) Except as provided in Section 3.15 of the Company Letter neither the Company nor any Subsidiary owns any real property. (d) Except as set forth in Section 3.15 of the Company Letter, as to all of the Real Property Leases, except as would otherwise not have a Material Adverse Effect on the Company, (i) they are enforceable in accordance with their respective terms and constitute valid and binding obligations of the respective parties thereto, (ii) there have not been and there currently are not any material defaults thereunder by the Company or any Subsidiary or, to the knowledge Knowledge of the Company, any other party thereto, (iii) no event has received notice occurred which (whether with or without notice, lapse of time or the happening or occurrence of any violation, breach or other event) would constitute a default under thereunder entitling the landlord thereunder to terminate any Company of the Real Property LeaseLeases, (iv) all rent and additional rent payable thereunder has been paid in full through the date hereof, (v) no waiver, indulgence or postponement of the Company's or any Subsidiary's obligations thereunder has been granted, (vi) there are no oral agreements with respect to any of the Real Property Leases, (vii) the continuation, validity and effectiveness of all of the Real Property Leases under the current material terms thereof will in no way be affected by the Merger, (viii) they may be assigned by the Company or any Subsidiary without the consent or approval of any other person or entity, and (dix) there does not exist are no material disputes, oral agreements or forbearance programs in effect as to any pending or, to the knowledge of the Company, Threatened, condemnation or eminent domain Proceedings that affect any Company Real Property, subject, in each of clauses (a) through (d) above, to adverse proceedings in the Ordinary Course. The Company has not granted any third party any license, possessory or occupancy right or other similar right in any Company Real Property other than Permitted Encumbrances, except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company Real Property constitutes all of the real estate, land, buildings, structures and fixtures located thereon and all easements, rights of way, options, coal, mineral, mining, water, surface and other rights and interests appurtenant thereto used in and necessary for the operation in all material respects of the respective businesses of the Company and its Subsidiaries as currently conductedLeases.

Real Property. (a) Neither the Company nor any of its Subsidiaries owns or, since April 30, 2022, has owned any real property. (b) Section 2.9(b) of the Company Disclosure Schedule sets forth an accurate and complete list of all real property that is leased or subleased by the Company and its Subsidiaries from another Person (the “Leased Real Property”). Except as has not had and or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (a) to the knowledge of the Company, the Company and its Subsidiaries have defensible title to all real property owned by the Company or any each of its Subsidiaries (collectively, the “Company Owned Real Property”) holds a valid and valid existing leasehold estates interest in all real property leased, subleased, licensed or otherwise occupied (whether as tenant, subtenant, licensee or pursuant to any other occupancy arrangements) by the Company or any Subsidiary of the Company (collectively, including the improvements, fixtures and structures located thereon, the “Company each Leased Real Property” and, together with the Company Owned Real Property, the “Company Real Property”), free and clear of all Encumbrances, except Permitted Encumbrances, (b) the Company and its Subsidiaries have defensible title to all Mining Rights included in the Company Owned Real Property, free and clear of all Encumbrances, except Encumbrances other than Permitted Encumbrances, (c) each agreement under Encumbrances and Encumbrances described in the leases and subleases with respect to real property to which the Company or any Subsidiary of the Company its Subsidiaries is the landlord, sublandlord, licensor, tenant, subtenant, licensee or occupant with respect to the Company Leased Real Property (each, a “Company Real Property Lease”) to the knowledge of the Company is in full force and effect and is valid and enforceable against the parties thereto in accordance with its terms, subject, as to enforceability, to Creditors’ Rights, and neither party. Neither the Company nor any of its SubsidiariesSubsidiaries have received any written notice, or to the knowledge of the Company, other notice, regarding any other party thereto, has received notice of any violation, violation or breach or default under any Company Real Property Lease, and (d) there does Lease that has not exist any pending or, to the knowledge of the Company, Threatened, condemnation or eminent domain Proceedings that affect any Company Real Property, subjectsince been cured, in each of clauses (a) through (d) above, to adverse proceedings in the Ordinary Course. The Company has not granted any third party any license, possessory or occupancy right or other similar right in any Company Real Property other than Permitted Encumbrancescase, except as has not had and would not reasonably be expected to have, individually for violations or in the aggregate, a Company Material Adverse Effect. Except as breaches that has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. There are no material subleases, licenses, occupancy agreements, consents, assignments, purchase agreements, or other contracts granting to any Person (other than the Company or its Subsidiaries) the right to use or occupy the Leased Real Property constitutes all of the real estateProperty, land, buildings, structures and fixtures located thereon and all easements, rights of way, options, coal, mineral, mining, water, surface and no other rights and interests appurtenant thereto used in and necessary for the operation in all material respects of the respective businesses of Person (other than the Company and its Subsidiaries) is in possession of the Leased Real Property. The Leased Real Property leases are in full force and effect and are valid, binding and enforceable on the Company or one of its Subsidiaries as currently conductedthat is a party to such lease and, to the knowledge of the Company, the other parties thereto, subject to Bankruptcy and Equity Exceptions. Neither the Company nor any of its Subsidiaries nor, to the knowledge of the Company, any other party to the applicable the Leased Real Property leases is in default in any material respect under any of such leases.

Real Property. (a) Schedule 2.11(a) of the Final Disclosure Schedule sets forth a true and complete list of all real property owned by the Company that is used primarily in the operation of the Business of the Company (the “Owned Real Property”). Except as has not had and would not reasonably be expected to havein respects that, individually or in the aggregate, would not reasonably be expected to be material to the Company (taken as a Company Material Adverse Effect, whole) or the Business: (ai) the Company has good and its Subsidiaries have defensible valid fee simple title to all real property owned by the Company or any each parcel of its Subsidiaries (collectively, the “Company Owned Real Property”) and valid leasehold estates in all real property leased, subleased, licensed or otherwise occupied (whether as tenant, subtenant, licensee or pursuant to any other occupancy arrangements) by the Company or any Subsidiary of the Company (collectively, including the improvements, fixtures and structures located thereon, the “Company Leased Real Property” and, together with the Company Owned Real Property, the “Company Real Property”), free and clear of all Encumbrances, except Permitted Encumbrances, (b) the Company and its Subsidiaries have defensible title to all Mining Rights included in the Company Owned Real Property, free and clear of all Encumbrances, except Liens other than Permitted Encumbrances, Liens; (cii) each agreement under which the Company or any Subsidiary of the Company is the landlord, sublandlord, licensor, tenant, subtenant, licensee or occupant with respect to the Company Leased Real Property (each, a “Company Real Property Lease”) to the knowledge of the Company is in full force possession of each parcel of Owned Real Property and effect there are no leases, licenses, occupancy agreements or any other similar arrangement pursuant to which any third party is granted the right to use any Owned Real Property, other than Permitted Liens; (iii) there are no outstanding options or rights of first offer or refusal in favor of any third party to purchase any Owned Real Property; and is valid and enforceable against (iv) there are no condemnation or eminent domain proceedings with respect to any Owned Real Property. (b) Schedule 2.11(b) of the parties thereto Final Disclosure Schedule sets forth each interest in accordance with its terms, subject, as to enforceability, to Creditors’ Rights, and neither real property leased by the Company nor (the “Leased Real Property”) and each lease or any other arrangement under which such property is leased (the “Real Estate Leases”). The Company enjoys peaceful and quiet possession of its Subsidiaries, or to such Leased Real Property. The Leased Real Property is adequate for the knowledge needs of the CompanyBusiness as currently conducted. None of the buildings, plant or structures on any other party thereto, has received notice of any violation, breach or default under any Company Leased Real Property Leaseis in need of maintenance or repairs except for ordinary, routine maintenance and (d) there does not exist any repairs that are, individually and in the aggregate, immaterial. There is no pending or, to the knowledge of the CompanySeller Parties, Threatenedthreatened condemnation, condemnation or eminent domain Proceedings that affect or similar proceeding with respect to any Company Leased Real Property, subject, in each of clauses (a) through (d) above, to adverse proceedings in the Ordinary Course. The Company has not granted any third party any license, possessory or occupancy right or other similar right in any Company Real Property other than Permitted Encumbrances, except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company Real Property constitutes all of the real estate, land, buildings, structures and fixtures located thereon and all easements, rights of way, options, coal, mineral, mining, water, surface and other rights and interests appurtenant thereto used in and necessary for the operation in all material respects of the respective businesses of the Company and its Subsidiaries as currently conducted.

Real Property. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (a) Section 4.16(a) of the Company Disclosure Letter contains a true, correct and its Subsidiaries have defensible title to complete list of all real property owned by the Company or any that is material to the operations of its Subsidiaries business, including the address thereof (collectively, the “Company Owned Real PropertyProperties”) and valid leasehold estates ). Except as would not, individually or in all real property leasedthe aggregate, subleasedbe material to the Company, licensed or otherwise occupied (whether as tenant, subtenant, licensee or pursuant to any other occupancy arrangements) by the Company or any Subsidiary of the Company (collectively, including the improvements, fixtures has good and structures located thereon, the “Company Leased Real Property” and, together with the sufficient fee simple title to its Company Owned Real Property, the “Company Real Property”)Properties, free and clear of all Encumbrances, except Liens other than Permitted Encumbrances, Liens. (b) the Company and its Subsidiaries have defensible title to all Mining Rights included in the Company Owned Real Property, free and clear of all Encumbrances, except Permitted Encumbrances, (cSection 4.16(b)(i) each agreement under which the Company or any Subsidiary of the Company is Disclosure Letter contains a true, correct and complete list of all premises currently leased or subleased or otherwise used or occupied (but not owned) by the landlord, sublandlord, licensor, tenant, subtenant, licensee or occupant with respect to Company for the operation of the business of the Company (the “Company Leased Real Property Properties”), and of all current leases, lease guarantees, agreements and documents related thereto, including all amendments, terminations and modifications thereof, waivers thereto or guarantees thereof (eachcollectively, a the “Company Real Property LeaseLeases”), including the street address thereof (if applicable) and parties to such Company Real Property Leases. The Company has provided to the knowledge Purchaser a true and complete copy of each of the Company Real Property Leases. Each Company Real Property Lease is valid and binding and enforceable in all respects against the Company party thereto and, to the Knowledge of the Company, each other party thereto, and is in full force and effect and is valid and enforceable against the parties thereto (except, in accordance with its terms, subjecteach case, as to enforceability, to Creditors’ Rights, and neither such enforcement may be limited by the Enforceability Exceptions). Except as set forth in Section 4.16(b)(ii) of the Company nor Disclosure Letter, with respect to each Company Real Property Lease, (i) the Company is not in breach of or default, in any of its Subsidiariesmaterial respect, or to the knowledge of the Company, any other party thereto, has received notice of any violation, breach or default under any Company Real Property Lease, (ii) no event has occurred and no circumstance exists which, if not remedied, and whether with or without notice or the passage of time or both, would result in such a material breach or default by the Company, and (diii) there does not exist any pending or, to the knowledge Knowledge of the Company, Threatened, condemnation or eminent domain Proceedings that affect any no other party to such Company Real Property, subjectProperty Lease is in breach or default, in each any material respect, and no event has occurred that with the passage of clauses (a) through (d) abovetime or giving of notice or both would constitute such a material breach or default by such other party, to adverse proceedings in or permit termination or acceleration by the Ordinary CourseCompany, under such Company Real Property Lease. The Company has not leased, licensed or otherwise granted use or occupancy rights with respect to any Company Leased Real Property or any portion thereof to any third party. No party any license, possessory or occupancy right or other similar right in to any Company Real Property other than Permitted Encumbrances, except as Lease has not had and would not reasonably be expected to have, individually or in exercised any termination rights with respect thereto. To the aggregate, a Company Material Adverse Effect. Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company Real Property constitutes all of the real estate, land, buildings, structures and fixtures located thereon and all easements, rights of way, options, coal, mineral, mining, water, surface and other rights and interests appurtenant thereto used in and necessary for the operation in all material respects of the respective businesses Knowledge of the Company and its Subsidiaries as currently conductedthere is no condemnation or eminent domain proceedings pending or threatened with respect to any of the Company Leased Real Properties or any portion thereof.

Real Property. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (a) the The Company and or any of its Subsidiaries have defensible title to do not own any real property. (b) The Company Disclosure Schedule 4.9(b) contains a true and complete list of all leases and subleases (written or oral) of real property owned by (including all amendments, extensions, renewals, guaranties and other agreements with respect thereto) under which the Company or any of its Subsidiaries is either lessor or lessee (collectively, the “Company Owned Real PropertyLeases”) except as set forth on the Company Disclosure Schedule 4.9(b), (i) each Lease is legal, valid, binding, enforceable and valid leasehold estates in all real property leasedfull force and effect; (ii) the transactions contemplated by this Agreement do not require the consent of any other party to such Leases, subleasedwill not result in a material breach of or default under such Leases, licensed or otherwise occupied (whether as tenantcause such Leases to cease to be legal, subtenantvalid, licensee or pursuant to any other occupancy arrangements) by the Company or any Subsidiary of the Company (collectivelybinding, including the improvements, fixtures enforceable and structures located thereon, the “Company Leased Real Property” and, together with the Company Owned Real Property, the “Company Real Property”), free and clear of all Encumbrances, except Permitted Encumbrances, (b) the Company and its Subsidiaries have defensible title to all Mining Rights included in the Company Owned Real Property, free and clear of all Encumbrances, except Permitted Encumbrances, (c) each agreement under which the Company or any Subsidiary of the Company is the landlord, sublandlord, licensor, tenant, subtenant, licensee or occupant with respect to the Company Leased Real Property (each, a “Company Real Property Lease”) to the knowledge of the Company is in full force and effect following the Closing; (iii) there are no material disputes with respect to such Leases; and is valid and enforceable against the parties thereto in accordance with its terms, subject, as to enforceability, to Creditors’ Rights, and (iv) neither the Company nor any of its SubsidiariesSubsidiaries owes, or will owe in the future, any brokerage commissions or finder’s fees with respect to such Leases. The real property demised under any lease or sublease to the knowledge Company or any of its Subsidiaries or any other party to the Lease is hereinafter referred to as the “Leased Real Property”. Neither the Company nor any of its Subsidiaries nor, to the Knowledge of the Company, any other party theretoparty, has received notice is in default in the performance, observance or fulfillment of any violationobligation, breach covenant or default under condition contained in any Company Lease (with or without the giving of notice or lapse of time, or both). (c) The Leased Real Property Lease, and (d) there does not exist any pending or, to is in suitable condition for the knowledge conduct of the Company, Threatened, condemnation or eminent domain Proceedings that affect any Company Real Property, subject, in each of clauses (a) through (d) above, to adverse proceedings in the Ordinary Course. The Company has not granted any third party any license, possessory or occupancy right or other similar right in any Company Real Property other than Permitted Encumbrances, except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company Real Property constitutes all of the real estate, land, buildings, structures and fixtures located thereon and all easements, rights of way, options, coal, mineral, mining, water, surface and other rights and interests appurtenant thereto used in and necessary for the operation in all material respects of the respective businesses business of the Company and its Subsidiaries as currently conducted or proposed to be conducted. The Leased Real Property comprises all of the real property used or intended to be used, or otherwise related to, the business of the Company and its Subsidiaries, and there is no other real property in relation to which the Company or any of its Subsidiaries has any Liability.

Real Property. (a) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (a) be material to the Company and its Subsidiaries have defensible Subsidiaries, taken as a whole, the Company or its applicable Subsidiary has good, valid and marketable fee title to all real Owned Real Property and a valid and binding leasehold, easement or similar interest in (or has analogous property owned rights under applicable Law) all Leased Real Property and Ancillary Real Property, as the case may be, free and clear of all Liens other than Permitted Liens. Neither the Company nor any of its Subsidiaries has leased or otherwise granted to any Person rights to use or occupy any of the Owned Real Property, the Leased Real Property or the Ancillary Real Property that impairs or would reasonably be expected to impair in any material respect the use or occupancy of the Owned Real Property, the Leased Real Property or the Ancillary Real Property by the Company or any of its Subsidiaries. (b) Each of the Leases and Ancillary Real Property Agreements in effect as of the Effective Date and each Lease and Ancillary Real Property Agreement executed during the Interim Period in accordance with the terms of this Agreement (if any), is legal, valid and binding on the Company or one of its Subsidiaries to the extent the Company or such Subsidiary is a party thereto, as applicable, and to the Knowledge of the Company, each other party thereto, and is, to the Knowledge of the Company, in full force and effect and enforceable in accordance with its terms, except (i) as limited by the Bankruptcy and Equity Exception and (ii) where such failure to be valid, binding, enforceable or in full force and effect would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. Neither the Company nor any of its Subsidiaries is in material breach or violation of any Lease or Ancillary Real Property Agreement in effect as of the Effective Date or executed during the Interim Period in accordance with the terms of this Agreement, and, to the Knowledge of the Company, no third party to any such Lease or Ancillary Real Property Agreement is in breach or violation of any such Lease or Ancillary Real Property Agreement, and no event has occurred which with the passage of time or the giving of notice or both would result in a default, breach or event of noncompliance by the Company or any of its Subsidiaries under any Lease or Ancillary Real Property Agreement, except in each case for any such breaches or violations that would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. (collectively, c) The Real Property constitutes all of the “Company Owned Real Property”) and valid leasehold estates in all material real property leased, subleased, licensed or otherwise occupied (whether as tenant, subtenant, licensee or pursuant to any other occupancy arrangements) by necessary for the Company or any Subsidiary operation of the Company (collectively, including the improvements, fixtures and structures located thereon, the “Company Leased Real Property” and, together with the Company Owned Real Property, the “Company Real Property”), free and clear business of all Encumbrances, except Permitted Encumbrances, (b) the Company and its Subsidiaries have defensible title as currently conducted and as conducted since the Balance Sheet Date. As of the Effective Date, there are no Contracts, options or rights of first refusal or rights of first offer or similar rights in favor of a third party to all Mining Rights included (i) purchase the Company’s or any of its Subsidiaries’ interest in material Owned Real Property, (ii) use or occupy any Leased Real Property, or (iii) use or occupy any Ancillary Real Property in a manner that would reasonably be expected to impair the operation of the business of the Company and its Subsidiaries as currently conducted and as conducted since the Balance Sheet Date. (d) Neither the Company nor any of its Subsidiaries or Affiliates has received written notice of and, to the Knowledge of the Company there is no, existing or pending condemnation, eminent domain or similar proceeding affecting any of the Owned Real Property or the Leased Real Property that would reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. (e) To the Knowledge of the Company, there is no existing structural or other physical defect or deficiency in the condition of any Real Property, or any component or portion thereof, that has not been corrected in the Ordinary Course of Business, except, in each case, as would not be, or reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole. (f) To the Knowledge of the Company, current local zoning ordinances, general plans and other applicable land use regulations and all private covenants, conditions and restrictions, if any, affecting any Owned Real Property permit the use and operation of such Owned Real Property for its current use, except as would not be, or reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole. Neither the Company nor any of its Subsidiaries or Affiliates has at any time in the last three (3) years received written notice of any violation of Law or pending or threatened proceedings for the rezoning of any Owned Real Property or Leased Real Property or any portion thereof, or the taking of any other action by Governmental Bodies concerning such Owned Real Property and Leased Real Property that would materially hinder or prevent the use thereof for its current use, except as would not be, or reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole. (g) The Company and its Subsidiaries each has good and valid title to, a valid leasehold interest in or a valid right to use all of its tangible assets and properties, other than Owned Real Property, Leased Real Property and Ancillary Real Property, free and clear of all Encumbrances, Liens except Permitted EncumbrancesLiens, (c) each agreement under which the Company or any Subsidiary of the Company is the landlord, sublandlord, licensor, tenant, subtenant, licensee or occupant with respect to the Company Leased Real Property (each, a “Company Real Property Lease”) to the knowledge of the Company is in full force and effect and is valid and enforceable against the parties thereto in accordance with its terms, subject, as to enforceability, to Creditors’ Rights, and neither the Company nor any of its Subsidiaries, or to the knowledge of the Company, any other party thereto, has received notice of any violation, breach or default under any Company Real Property Lease, and (d) there does not exist any pending or, to the knowledge of the Company, Threatened, condemnation or eminent domain Proceedings that affect any Company Real Property, subject, in each of clauses (a) through (d) above, to adverse proceedings in the Ordinary Course. The Company has not granted any third party any license, possessory or occupancy right or other similar right in any Company Real Property other than Permitted Encumbrances, except as has not had and any failure to own or hold such tangible property that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as has not hadbe, and would not reasonably be expected to havebe, individually or in the aggregate, a Company Material Adverse Effect, the Company Real Property constitutes all of the real estate, land, buildings, structures and fixtures located thereon and all easements, rights of way, options, coal, mineral, mining, water, surface and other rights and interests appurtenant thereto used in and necessary for the operation in all material respects of the respective businesses of to the Company and its Subsidiaries as currently conducteda whole. All such tangible property is in normal operating condition in all material respects for similar facilities of a similar age and in a state of reasonable maintenance and repair suitable for the purposes for which it is being used in the conduct of the business of the Company and its Subsidiaries, except as would not be, or reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries as a whole.

Real Property. Except as (a) Neither the Company nor any of its Subsidiaries owns or has not had 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 would not reasonably be expected accurate list of all real property currently leased, used, or occupied by the Company or any Subsidiary (“Leased Real Property”) and each of the leases, subleases, licenses, or other agreements (collectively, the “Leases”) to havewhich the Company or any Subsidiary is a party, individually including, with respect to each Lease, the name of the lessor, master and sublessor, the date of the Lease and each amendment thereto, the expiration date, and the aggregate annual rental payable to the lessor thereunder. The Company has heretofore made available to Parent true, correct and complete copies of all Leases (including all modifications, amendments, supplements, consents, waivers and side letters thereto and all agreements in connection therewith, and all work letters, improvement agreements, estoppel certificates, and subordination agreements relating thereto). Each Lease is in full force and effect in accordance with its terms, and the Company or Subsidiary which is a party thereto holds a valid leasehold estate in the Leased Real Property described therein, free and clear of all Liens. (c) Section 3.19(c) of the Company Disclosure Schedule contains a complete and accurate list of all of the existing Leases granting to any Person, other than the Company or any of its Subsidiaries, any subleasehold estate, license to use or occupy, or other right, now or in the aggregatefuture, a Company Material Adverse Effectin any of the Leased Real Property including, with respect to each such Lease, the parties thereto, the date of the Lease, and each amendment thereto, the square footage of the premises affected by such Lease, the square footage of the premises currently occupied by the third-party holder of the rights granted by the Lease the aggregate annual rental or other consideration (aincluding operating expense reimbursements) payable to the Company or a Subsidiary thereunder, and whether any such payments to the Company or a Subsidiary are delinquent. (d) The Leases will survive the Closing, and will inure to be benefit of the Surviving Corporation and its Subsidiaries have defensible title in accordance with their existing terms. 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 all real property owned 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 or has received written notice of any breach of or default under any Lease, and, to the Knowledge of the Company, 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 (collectively, the “Company Owned Real Property”) and valid leasehold estates in all real property leased, subleased, licensed or otherwise occupied (whether as tenant, subtenant, licensee or pursuant to any other occupancy arrangements) by the Company or any Subsidiary of the Company (collectively, including the improvements, fixtures and structures located thereon, the “Company Leased Real Property” and, together with the Company Owned Real Property, the “Company Real Property”), free and clear of all Encumbrances, except Permitted Encumbrances, (b) the Company and its Subsidiaries have defensible title to all Mining Rights included in the Company Owned Real Property, free and clear of all Encumbrances, except Permitted Encumbrances, (c) each agreement under which the Company or any Subsidiary of the Company is the landlord, sublandlord, licensor, tenant, subtenant, licensee or occupant with respect to the Company Leased Real Property (each, a “Company Real Property Lease”) to the knowledge of the Company is in full force and effect and is valid and enforceable against the parties thereto in accordance with its terms, subject, as to enforceability, to Creditors’ Rights, and neither party thereto. Neither the Company nor any of its Subsidiaries, Subsidiaries owes brokerage commissions or finder’s fees with respect to the knowledge of the Company, any other party thereto, has received notice of any violation, breach or default under any Company Real Property Lease, and (d) there does not exist any pending or, to the knowledge of the Company, Threatened, condemnation or eminent domain Proceedings that affect any Company Leased Real Property, subject, in each nor is it party to any agreement or subject to any claim that may require the payment of clauses (a) through (d) above, to adverse proceedings in a real estate brokerage commission. The Company and its Subsidiaries currently occupy all of the Ordinary CourseLeased Real Property for the operation of their business. The Company has not transferred or assigned any interest in any Lease, nor has the Company subleased or otherwise granted any third party any license, possessory rights of use or occupancy right of any of the premises described therein to any other person or other similar right entity. Neither the Company nor any of its Subsidiaries could be required to expend more than $50,000 in causing any Company Leased Real Property other than Permitted Encumbrances, except as has not had and would not reasonably be expected to have, individually or comply with the surrender conditions set forth in the aggregate, a applicable Lease. The Company Material Adverse Effect. Except as and each of its subsidiaries has not hadperformed all of its obligations under any termination agreements pursuant to which it has terminated any leases of real property that are no longer in effect and has no continuing material liability with respect to such terminated real property leases. (e) Each Leased Real Property is in good operating condition and repair, and would not reasonably be expected to have, individually or in suitable for the aggregate, a Company Material Adverse Effect, the Company Real Property constitutes all conduct of the real estate, land, buildings, structures and fixtures located thereon and all easements, rights of way, options, coal, mineral, mining, water, surface and other rights and interests appurtenant thereto used in and necessary for the operation in all material respects of the respective businesses business of the Company and its Subsidiaries as presently conducted in all material respects. (f) Since January 1, 2012, the Company has not received any notice from any insurance company of any activities by the Company, any Subsidiary or any other occupant of a Leased Real Property, or any defects or inadequacies in any Leased Real Property or any part thereof, which could materially and adversely affect the insurability of such Leased Real Property or materially increase the premiums for the insurance covering such Leased Real Property. To the Knowledge of the Company and its Subsidiaries, since January 1, 2012, no notice has been given by any insurance company which has issued a policy with respect to any portion of any Leased Real Property or by any board of fire underwriters (or other body exercising similar functions) requesting the performance of any repairs, alterations or other work with which compliance has not been made. (g) To the Knowledge of the Company, the Leased Real Property, and improvements and activities thereon do not violate in any material respect any applicable building code, zoning requirement or other law relating to such property, improvements or activities, without regard to any so-called non-conforming use exceptions. No law, ordinance, regulation or restriction is, or as of the Closing Date will be, violated by the continued occupancy, maintenance, operation or use by the Surviving Corporation and its Subsidiaries of any Leased Real Property in its present manner. To the Knowledge of the Company, there are no laws, statutes, rules, regulations or orders now in existence or under active consideration by any Governmental Authority which could require any expenditure in excess of $50,000 to modify or improve any Leased Real Property to bring it into compliance with any current or planned applicable Law. (h) There is no pending or, to the Knowledge of the Company, threatened condemnation or similar proceeding affecting any Leased Real Property or any portion thereof, and the Company has no Knowledge that any such action is currently conductedcontemplated. There are no legal actions, suits or other legal or administrative proceedings pending or, to the Knowledge of the Company, threatened against the Company or against third parties affecting or with respect to any Leased Real Property, and the Company has no knowledge of any facts which might result in any such action, suit or proceeding.

Real Property. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (a) Section 4.13(a) of the Company and its Subsidiaries have defensible title to Disclosure Letter sets forth, as of the date of this Agreement, a list of all real property owned by the Company or any of its Subsidiaries (collectively, the “Company Owned Real Property”) ). The Company or one of its Subsidiaries has good and valid leasehold estates in all real property leased, subleased, licensed or otherwise occupied (whether as tenant, subtenant, licensee or pursuant to any other occupancy arrangements) by the Company or any Subsidiary of the Company (collectively, including the improvements, fixtures and structures located thereon, the “Company Leased Real Property” and, together with the Company Owned Real Property, the “Company Real Property”), free and clear of all Encumbrances, except Permitted Encumbrances, (b) the Company and its Subsidiaries have defensible fee simple title to all Mining Rights included in the Company Owned Real Property, free and clear of all EncumbrancesLiens other than Permitted Liens. (b) Section 4.13(b) of the Company Disclosure Letter contains a complete and accurate list of all of the existing leases, except Permitted Encumbrancessubleases, licenses or other use, occupancy or similar agreements (ccollectively, the “Leases”) each agreement under which the Company or any Subsidiary of the Company is the landlord, sublandlord, licensor, tenant, subtenant, licensee or occupant with respect to the Company Leased Real Property (each, a “Company Real Property Lease”) to the knowledge of the Company is in full force and effect and is valid and enforceable against the parties thereto in accordance with its terms, subject, as to enforceability, to Creditors’ Rights, and neither the Company nor 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 (such property, the “Leased Real Property”). True, complete, and accurate copies of all leases that require payment in excess of $500,000 per year have been made available to Parent together with all amendments, modifications, extensions, renewals, supplements or estoppels and related guarantees if any, thereto, prior to the knowledge date hereof. None of the Company and/or its Subsidiaries nor, to the Knowledge of the Company, any other party thereto, has received notice parties thereto is in default or violation of any violationLease except for any conflicts, breach defaults or default under any Company Real Property Leaseviolations or potential conflicts, and (d) there does not exist any pending ordefaults or violations, to the knowledge of the Companywhich upon becoming a conflict, Threatenedviolation or default, condemnation or eminent domain Proceedings that affect any Company Real Property, subject, in each of clauses (a) through (d) above, to adverse proceedings in the Ordinary Course. The Company has not granted any third party any license, possessory or occupancy right or other similar right in any Company Real Property other than Permitted Encumbrances, except as has not had and would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. . (c) Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company 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 and each Lease is in full force and effect. (d) Neither the Company nor any of its Subsidiaries owes any brokerage commissions or finder’s fees with respect to the Leases. (e) Neither the Company nor any of its Subsidiaries has received written notice of any actual or, to the Knowledge of the Company, threatened, condemnation or eminent domain proceedings that affect any Owned Real Property constitutes or Leased Real Property or any part thereof, and neither of the Company nor any of its Subsidiaries has received any written notice of the intention of any Governmental Authority or other Person to take all or any part thereof pursuant to any such proceeding; and (i) Except for renewal and expansion provisions as set forth in the Leases, neither the Company nor any of its Subsidiaries owns, holds, is obligated under or is a party to, any option, right of first refusal or offer or other contractual right to purchase, acquire, sell, assign or dispose of any real estate or any portion thereof or interest therein. (f) Section 4.13(f) of the Company Disclosure Letter contains a complete and accurate list of all of the existing Leases granting to any Person, other than the Company or any of its Subsidiaries, any right to use or occupy, now or in the future, any Owned Real Property or Leased Real Property. (g) The Owned Real Property and Leased Real Property constitute all the real estate, land, buildings, structures property interests necessary and fixtures located thereon and all easements, rights of way, options, coal, mineral, mining, water, surface and other rights and interests appurtenant thereto used utilized in and necessary for connection with the operation in all material respects of the respective businesses of the Company and its Subsidiaries Company’s business as currently conductedoperated.

Real Property. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (a) Section 4.12(a) of the Company Disclosure Schedule sets forth, as of the date of this Agreement, a true and its Subsidiaries have defensible title to complete list of all real property owned by the Company or any of its Subsidiaries Company Subsidiary (collectivelyindividually, the an “Company Owned Real Property”) and valid leasehold estates ). Except as would not, individually or in all real property leasedthe aggregate, subleasedhave a Material Adverse Effect, licensed or otherwise occupied (whether as tenantof the date of this Agreement, subtenant, licensee or pursuant to any other occupancy arrangements) by the Company or any a Company Subsidiary of the Company (collectively, including the improvements, fixtures has good and structures located thereon, the “Company Leased Real Property” and, together with the Company Owned Real Property, the “Company Real Property”), free and clear of all Encumbrances, except Permitted Encumbrances, (b) the Company and its Subsidiaries have defensible valid fee title to all Mining Rights included in the Company each Owned Real Property, free and clear of all EncumbrancesLiens (except for Permitted Liens). (b) Section 4.12(b) of the Company Disclosure Schedule sets forth, except Permitted Encumbrancesas of the date of this Agreement, (c) each agreement under a true and complete list of all locations where the Company or any Company Subsidiary is a tenant or a subtenant pursuant to which the Company or any Subsidiary such Company Subsidiary, as applicable, is obligated to pay annual rent of $1,000,000 or more, other than those which are intercompany leases (each such location, a “Leased Real Property” and, the leases of the Company is the landlord, sublandlord, licensor, tenant, subtenant, licensee or occupant with respect to the Company Leased Real Property (eachcollectively, a the “Company Real Property LeaseLeases”) to the knowledge of the Company is in full force and effect and is valid and enforceable against the parties thereto in accordance with its terms, subject, ). Except as to enforceability, to Creditors’ Rights, and neither the Company nor any of its Subsidiaries, or to the knowledge of the Company, any other party thereto, has received notice of any violation, breach or default under any Company Real Property Lease, and (d) there does not exist any pending or, to the knowledge of the Company, Threatened, condemnation or eminent domain Proceedings that affect any Company Real Property, subject, in each of clauses (a) through (d) above, to adverse proceedings in the Ordinary Course. The Company has not granted any third party any license, possessory or occupancy right or other similar right in any Company Real Property other than Permitted Encumbrances, except as has not had and would not reasonably be expected to havenot, individually or in the aggregate, have a Company Material Adverse Effect. , (i) the Company or a Company Subsidiary has a good and valid title to a leasehold estate in each Leased Real Property, free and clear of all Liens, except for Permitted Liens, (ii) all Real Property Leases are in full force and effect, (iii) neither the Company nor Company Subsidiary that is party to such leases has received or given any written notice of any material default thereunder which default continues on the date of this Agreement and (iv) to the Knowledge of the Company, no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute a material breach or material default under any Real Property Lease on the part of the applicable Company or Company Subsidiary or the other party thereto. (c) Except as has not had, and would not reasonably be expected to havenot, individually or in the aggregate, have a Company Material Adverse EffectEffect neither the Company nor any Company Subsidiary has received any written notice of any violation of Law by any Governmental Authority with respect to the Owned Real Property or the Leased Real Property and, to the Knowledge of the Company, the Company current use and operation of the Owned Real Property constitutes all of and the real estate, land, buildings, structures and fixtures located thereon and all easements, rights of way, options, coal, mineral, mining, water, surface and other rights and interests appurtenant thereto used in and necessary for the operation in all material respects of the respective businesses of Leased Real Property by the Company and its or the Company Subsidiaries as currently conducteddoes not violate any applicable Law or Contract applicable to such property.

Real Property. Except as (i) Neither the Company, TFC nor any Subsidiary owns any real property. The Company does not lease any real property. (ii) SCHEDULE 5(I) to the Schedule of Exceptions contains a true, correct and complete list and summary of all Leases under which TFC or any Subsidiary uses or occupies or has not had and would not reasonably be expected the right to haveuse or occupy, individually now or in the aggregatefuture, a Company Material Adverse Effect, (a) the Company and its Subsidiaries have defensible title to all real property owned by the Company or any of its Subsidiaries (collectively, the “Company Owned Leased Real Property”) . The Company, TFC and valid leasehold estates in each Subsidiary have heretofore made available to the Subscriber true and correct copies of all real property leasedof the Leases and all other documentation pertaining to the Leased Real Property, subleasedincluding without limitation, licensed or otherwise occupied (whether as tenantall subordination, subtenantnon-disturbance and attornment agreements and memoranda of leases. No Affiliate of the Company, licensee or pursuant to any other occupancy arrangements) by the Company TFC or any Subsidiary is a landlord or owner of, or has any ownership, economic or similar interest in, any of the Company (collectively, including Leases or the improvements, fixtures and structures located thereon, the “Company Leased Real Property” and, together with the Company Owned Real Property, the “Company Real Property”), free and clear of all Encumbrances, except Permitted Encumbrances, (b) the Company and its Subsidiaries have defensible title to all Mining Rights included in the Company Owned Real Property, free and clear of all Encumbrances, except Permitted Encumbrances, (c) each agreement under which the Company or any Subsidiary of the Company is the landlord, sublandlord, licensor, tenant, subtenant, licensee or occupant with respect to the Company Leased Real Property (each, a “Company Real Property Lease”) to the knowledge of the Company . Each such Lease is in full force and effect effect, and is valid and enforceable against TFC or any Subsidiary and, except as would not have a Material Adverse Effect on TFC and the parties thereto Subsidiaries, taken as a whole, the other party thereunder, in accordance with its termsterms and, subjectall rent and other sums and charges payable by TFC or any Subsidiary thereunder are current. Except as would not have a Material Adverse Effect on TFC and the Subsidiaries, taken as to enforceabilitya whole, to Creditors’ Rightsno termination event or condition or default which has remained uncured beyond applicable cure periods on the part of TFC or any Subsidiary or any other Person exists under any such Lease, and neither no event has occurred and no condition exists which, with the Company nor any giving of its Subsidiariesnotice or the lapse of time or both, would constitute such a default or to termination event or condition. No such Lease has been amended, modified or extended as of the knowledge of date hereof. Neither the Company, TFC nor any Subsidiary has entered into any assignment of any Lease, sublease of all or any portion of any Leased Real Property and no Person has any right to occupy the Leased Real Property, other party theretothan the Company, TFC or a Subsidiary. (iii) With respect to the Leased Real Property (A) there is a right of ingress and egress to public thoroughfares to and from the Leased Real Property; and (B) the Leased Real Property has received adequate water supply and septic service for the present use thereof and all septic service and water supply facilities required for the present use of the Leased Real Property are installed and operating. (iv) Except as would not have a Material Adverse Effect on TFC and the Subsidiaries, taken as a whole, all Approvals of all governmental authorities or from all insurance companies and fire rating and similar boards and organizations required in connection with the use, occupancy and maintenance by TFC and each Subsidiary of any Leased Real Property are in full force and effect in accordance with the respective terms thereof, and none of the Approvals has been amended, assigned, pledged or otherwise transferred. There is no material alteration, improvement or change in the use of any building or other improvement located on the Leased Real Property that would require any new Approvals or amendment of an existing Approval. The condition and use of the Leased Real Property conforms to each Approval. The Leased Real Property is in compliance with all Laws, including all public health, public safety, sewage, water or sanitation Laws, any Environmental Laws affecting the Leased Real Property, except as would not result in a Material Adverse Effect to TFC and the Subsidiaries, taken as a whole, and no notice of any violationsuch default or violation has been received by TFC or any Subsidiary. TFC and each Subsidiary have obtained all of the approvals necessary for the operation of their respective businesses on the Leased Real Property. Except as would not have a Material Adverse Effect on TFC and the Subsidiaries, breach taken as a whole, the Leased Real Property and its continued use, occupancy and operation as currently used, occupied or default operated does not constitute a non-conforming use under any Company Law and the continued existence, use, occupancy and operation of the Leased Real Property Leaseand the right and ability to repair and/or rebuild any improvements thereon in the event of a casualty, is not dependent on any special permit exception approval or variance. (v) Except as would not have a Material Adverse Effect on TFC and the Subsidiaries, taken as a whole, there are no defects in the Leased Property that would hinder or impair the respective businesses and operations of TFC or any Subsidiary. Except as would not have a Material Adverse Effect on TFC and the Subsidiaries, taken as a whole, no extraordinary repair or improvement expense with respect thereto is anticipated during the one year following the Closing Date. The electricity, water, gas and telephone service and all other public or private utilities serving the Leased Real Property are fully installed and operating, adequate for the conduct of the businesses of TFC and each Subsidiary as presently conducted. (dvi) there does not exist any There is no pending or, to the knowledge Company's and the Founders' knowledge, threatened (A) annexation, condemnation, eminent domain or similar proceeding affecting any of the Leased Real Property; (B) proceeding to change or redefine the zoning classification of any of the Leased Real Property; (C) imposition of any special or other assessments for public betterments or otherwise; (D) special assessments affecting any of the Leased Real Property that are or would be payable by TFC or any Subsidiary and could result in an Encumbrance against any of the Leased Real Property; (E) change in any applicable Law relating to the use, occupation or operation of the Leased Real Property; or (F) changes in road patterns or grades that may adversely affect access to any roads providing a means of ingress or egress from any of the Leased Real Property. (vii) Neither the Company, Threatened, condemnation TFC nor any Subsidiary has received notice from any insurance company or eminent domain Proceedings that affect Board of Fire Underwriters (or organization exercising functions similar thereto) or from any Company mortgagee requesting the performance of any work or alteration in respect of any of the Leased Real Property, subject, in each and there are no outstanding requirements or recommendations from any of clauses the foregoing. (aviii) through (d) above, There has been no material damage to adverse proceedings in any portion of the Ordinary Course. The Company Leased Real Property caused by fire or other casualty that has not granted been completely repaired and restored. (ix) No portion of the Leased Real Property is located in a special flood hazard area designated by a federal Governmental Entity. (x) No application or Proceeding is pending with respect to a reduction of the Taxes on the Leased Real Property. (xi) Neither TFC nor any third party Subsidiary owes any licensemonies to any contractor, possessory or occupancy right subcontractor, materialman or other similar right Person for labor or materials performed, rendered or supplied in connection with any Company Leased Real Property for which such Person could claim a lien against any of the Leased Real Property other than Permitted Encumbrancesany current sums due for work in progress or recently completed. (xii) Neither TFC, except as any Subsidiary, nor anyone acting on their behalf has not had transferred any development rights applicable to the Leased Real Property. (xiii) There are no brokerage commissions due and would not reasonably be expected payable by TFC or any Subsidiary with respect to have, individually or in the aggregate, a Company Material Adverse Effect. Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company Leased Real Property constitutes all of or with respect to the real estate, land, buildings, structures and fixtures located thereon and all easements, rights of way, options, coal, mineral, mining, water, surface and other rights and interests appurtenant thereto used in and necessary for the operation in all material respects of the respective businesses of the Company and its Subsidiaries as currently conductedLeases.

Real Property. (a) Schedule 3.12(a) of the Disclosure Letter lists all real property which is owned in fee by the Company and the Company Subsidiaries (the "Owned Real Property"). Except in each case as has not had and would not reasonably be expected to havenot, individually or in the aggregate, be reasonably likely to have or result in a Company Material Adverse Effect, (a) the Company and its Subsidiaries have defensible title to all real property owned by the Company or any a Company Subsidiary, as the case may be, has good and marketable title to and is the record owner of its Subsidiaries (collectively, the “Company Owned Real Property”Property listed on Schedule 3.12(a) and valid leasehold estates in all real property leased, subleased, licensed or otherwise occupied (whether as tenant, subtenant, licensee or pursuant to any other occupancy arrangements) by the Company or any Subsidiary of the Company (collectively, including the improvements, fixtures and structures located thereon, the “Company Leased Real Property” and, together with the Company Owned Real Property, the “Company Real Property”)Disclosure Letter, free and clear of all Encumbrances, Liens except Permitted EncumbrancesLiens, (b) and except for the Leased Property, no Person owns any real property used by the Company and its Subsidiaries have defensible title to all Mining Rights included in the Company Subsidiaries except the Company and the Company Subsidiaries. None of the Owned Real Property is subject to any right or option of any other Person to purchase or lease an interest in such Owned Real Property, free and clear no Person other than the Company and the Company Subsidiaries has any right to use, occupy or lease any of the Owned Real Property (other than any right pursuant to a Permitted Lien). Neither the Company nor any Company Subsidiary is obligated to mortgage any of the Owned Real Property or to acquire fee ownership of any real property subject to a mortgage. (b) The Company has provided to Purchaser complete and correct copies of all Encumbrances, except Permitted Encumbrances, real property leases and subleases of the Company and the Company Subsidiaries (cthe "Leased Real Property") each agreement under and any and all material ancillary documents pertaining thereto to which the Company or any Company Subsidiary is a party or is bound (the "Leases"). Except as, individually or in the aggregate, have not had or resulted and would not be reasonably likely to have or result in a Material Adverse Effect, each of the Company Leases (including any option to purchase contained therein) is the landlordlegal, sublandlordvalid, licensorbinding and enforceable and in full force and effect and, tenant, subtenant, licensee or occupant with respect to the Company Leased Real Property (each, a “Company Real Property Lease”) to the knowledge of the Company Company, is in full force and effect and is valid and enforceable against the parties landlord which is party thereto in accordance with its terms, subjectand there exists no material default or event of default (or any event that with notice or lapse of time or both would become a material default or event of default) on the part of the Company or any Company Subsidiary under any Leases. Except as, individually or in the aggregate, have not had or resulted and would not be reasonably likely to have or result in a Material Adverse Effect, no lessor has any right of termination or cancellation under any Lease, except upon a material breach or default by the Company or a Company Subsidiary, as applicable, thereunder. Except as, individually or in the aggregate, have not had or resulted and would not be reasonably likely to enforceabilityhave or result in a Material Adverse Effect, to Creditors’ Rights, and neither none of the Company nor or any Company Subsidiary has assigned or sublet its interest under any Lease. (c) Except as, individually or in the aggregate, have not had or resulted and would not be reasonably likely to have or result in a Material Adverse Effect, the Company and the Company Subsidiaries own (or in the case of its Subsidiariesleased or licensed assets or properties, have a valid right to use) all of the assets and properties of any kind or nature necessary for the conduct of the Business as presently conducted. (d) Except as, individually or in the aggregate, have not had or resulted and would not be reasonably likely to have or result in a Material Adverse Effect, to the knowledge of the Company, none of the Company or any other party theretoCompany Subsidiary, has received notice with respect to any part of the Owned Real Property or the Leased Property, is (i) in violation of any violationzoning, breach subdivision or default under building Law applicable thereto; (ii) subject to the taking by condemnation, expropriation or eminent domain any Company part of such property; (iii) subject to the commencement of enforcement proceedings with respect to delinquent Taxes; or (iv) in violation of a condition or agreement contained in any easement, restrictive covenant or any similar instrument or agreement. No on-site dry cleaning operations are conducted on any parcel of Owned Real Property Lease, and (d) there does not exist or within any pending store on the Leased Real Property or, to the knowledge of the Company, Threatened, condemnation or eminent domain Proceedings that affect on any Company other part of the Leased Real Property, subject, in each of clauses . (ae) through (d) above, to adverse proceedings in the Ordinary Course. The Company has not granted any third party any license, possessory or occupancy right or other similar right in any Company Real Property other than Permitted Encumbrances, except as has not had and would not reasonably be expected to haveExcept as, individually or in the aggregate, a Company Material Adverse Effect. Except as has have not had, had or resulted and would not be reasonably be expected likely to have, individually have or result in the aggregate, a Company Material Adverse Effect, the Company Real Property constitutes all (i) each of the real estate, land, buildings, structures and fixtures located thereon and all easementsstructures, rights of way, options, coal, mineral, mining, water, surface equipment and other rights and interests appurtenant thereto used in and necessary for the operation in all material respects of the respective businesses tangible assets of the Company and its the Company Subsidiaries as currently conductedon the Owned Real Property and Leased Property is in good and usable condition, subject to normal wear and tear and normal industry practice with respect to maintenance, and is adequate and suitable for the purposes for which it is presently being used, (ii) the Company and the Company Subsidiaries have rights of egress and ingress with respect to each of the Owned Real Properties and Leased Properties that is sufficient for them to conduct the business conducted thereat consistent with past practice and (iii) there are no material defects in or other material adverse conditions affecting the Owned Real Properties or Leased Properties.

Real Property. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (a) Neither the Company nor any Company Subsidiaries owns any real property. (b) Schedule 5.19(b) contains a complete and its Subsidiaries have defensible title to accurate list as of the date hereof of (i) all real property owned leased or subleased by the Company or any of its the Company Subsidiaries as lessee or sublessee (collectively, the “Company Owned Leased Real Property”) and valid leasehold estates in (ii) all real property leased, subleased, licensed leases or otherwise occupied (whether as tenant, subtenant, licensee or pursuant to any other occupancy arrangements) by the Company or any Subsidiary subleases of the Company (collectively, including the improvements, fixtures and structures located thereon, the “Company Leased Real Property” and, together with the Company Owned Real Property, the “Company Real Property”), free and clear of all Encumbrances, except Permitted Encumbrances, (b) the Company and its Subsidiaries have defensible title to all Mining Rights included in the Company Owned Real Property, free and clear of all Encumbrances, except Permitted Encumbrances, (c) each agreement Property under which the Company or any Subsidiary of the Company is Subsidiaries leases or subleases the landlordLeased Real Property, sublandlordas the same may have been amended, licensorsupplemented or otherwise modified from time to time (the “Leases”). The Company and the Company Subsidiaries, tenantas applicable, subtenant, licensee or occupant with have valid leasehold interests in the Leased Real Property. With respect to the Company Leased Real Property (eachLeases, a “Company Real Property Lease”) to the knowledge of the Company is in full force and effect and is valid and enforceable against the parties thereto in accordance with its terms, subject, as to enforceability, to Creditors’ Rights, and neither the Company, any Company nor any of its SubsidiariesSubsidiary nor, or to the knowledge of the Company, any other party thereto, has received notice of to any violation, Lease is in breach thereof or default under any Company Real Property Lease, thereunder and (d) there does not exist under any pending thereof any event which, with the giving of notice or the lapse of time, would constitute such a breach or default by the Company, any Company Subsidiary or, to the knowledge of the Company, Threatened, condemnation or eminent domain Proceedings that affect any Company Real Property, subjectother party, in each of clauses (a) through (d) abovecase except for such breaches, defaults and events as to adverse proceedings in the Ordinary Course. The Company has not granted any third party any license, possessory which requisite waivers or occupancy right consents have been obtained or other similar right in any Company Real Property other than Permitted Encumbrances, except as has not had and which would not reasonably be expected to havenot, individually or in the aggregate, a Company Material Adverse Effect. Except as has not had, and would not reasonably be expected to havebe material to the operation of the business of the Company or any Company Subsidiary. Each of the Leases is valid and enforceable in accordance with its terms. Each of the Leases covers the entire estate it purports to cover and, individually except as set forth on Schedule 5.19(b) following Closing, for Leases pursuant to which the Company or any Company Subsidiary is a lessee, will continue to entitle the Company or any Company Subsidiary to the use, occupancy and possession of the real property specified in the Lease for the purposes such property is currently used. The Company or any Company Subsidiary has not waived, or omitted to take any action in respect of, any of its rights under any Lease. Except as set forth on Schedule 5.19(b), the Seller is not aware of any non-disturbance agreements, lessor forbearance agreements, lessor waiver agreements or similar agreements affecting any of the Leases. (c) Except as set forth on Schedule 5.19(c), to the knowledge of the Company, the Company and each Company Subsidiary has such rights of entry and exit to and from its respective Leased Premises as are reasonably necessary to carry on the business of the Company or such Company Subsidiary, as applicable, substantially in the manner in which it is currently carried on. To the knowledge of the Company, the Leased Premises are zoned and fully serviced to permit the business of the Company or a Company Subsidiary, as applicable, to be carried on substantially in the manner in which it is currently carried on. To the knowledge of the Company, there are no work orders outstanding against the Leased Premises and neither the Company nor any Company Subsidiary has received a deficiency notice, request or written advice of any breach of any Law in respect of the foregoing which could, if not corrected, become a work order that would require a material expenditure of money to correct. Except as set forth on Schedule 5.19(c), there are no matters affecting the right, title and interest of the Company or any Company Subsidiary in and to the Leased Premises which, in the aggregate, a Company Material Adverse Effect, would materially adversely affect the Company Real Property constitutes all of ability to carry on the real estate, land, buildings, structures and fixtures located thereon and all easements, rights of way, options, coal, mineral, mining, water, surface and other rights and interests appurtenant thereto used in and necessary for the operation in all material respects of the respective businesses business of the Company and its Subsidiaries or a Company Subsidiary, as applicable, upon the Leased Premises substantially in the manner in which such operations are currently conductedcarried on.

Real Property. (a) Except as has not had and would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, the Company or its applicable Subsidiary has good, valid, indefeasible and marketable fee title to, or a valid and binding leasehold interest in (or has analogous property rights under applicable Law), all Owned Real Property, Leased Real Property and Ancillary Real Property, as the case may be, free and clear of all Liens other than Permitted Liens. Neither the Company nor any of its Subsidiaries has (1) leased or otherwise granted to any Person rights to use or occupy any of the Owned Real Property or the Leased Real Property that impairs or would reasonably be expected to impair in any material respect the value, use or occupancy of the Owned Real Property or the Leased Real Property by the Company or any of its Subsidiaries and (2) any option to acquire any real property or interest therein with respect to the business of the Company or any of its Subsidiaries. (b) Each of the Leases and Ancillary Real Property Agreements in effect as of the date of this Agreement and each Lease and Ancillary Real Property Agreement executed during the Interim Period in accordance with the terms of this Agreement (if any), is a legal, valid and binding on the Company or one of its Subsidiaries to the extent the Company or such Subsidiary is a party thereto, as applicable, and to the knowledge of the Company, each other party thereto, and is in full force and effect and enforceable in accordance with its terms, except (i) as limited by the Bankruptcy and Equity Exception and (ii) where such failure to be valid, binding, enforceable or in full force and effect would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. Neither the Company nor any of its Subsidiaries is in breach or violation of any Lease or Ancillary Real Property Agreement in effect as of the date of this Agreement or executed during the Interim Period in accordance with the terms of this Agreement, and, to the knowledge of the Company, no third party to any such Lease or Ancillary Real Property Agreement is in breach or violation of any such Lease or Ancillary Real Property Agreement, and no event has occurred which with the passage of time or the giving of notice or both would result in a default, breach or event of noncompliance by the Company or any of its Subsidiaries under any Lease or Ancillary Real Property Agreement, except in each case for any such breaches or violations that would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. (c) As of the date of this Agreement, there are no Contracts, options or rights of first refusal or rights of first offer or similar rights in favor of a third party to purchase any parcel of Owned Real Property or any portion of or interest in it. (d) Neither the Company nor any of its Subsidiaries or Affiliates has received written notice of an existing or pending condemnation, eminent domain or similar proceeding affecting any of the Owned Real Property or the Leased Real Property that would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, . (ae) the Company and its Subsidiaries have defensible title to all real property owned by the Company or any of its Subsidiaries (collectively, the “Company Owned Real Property”) and valid leasehold estates in all real property leased, subleased, licensed or otherwise occupied (whether as tenant, subtenant, licensee or pursuant to any other occupancy arrangements) by the Company or any Subsidiary of the Company (collectively, including the improvements, fixtures and structures located thereon, the “Company Leased Real Property” and, together with the Company Owned Real Property, the “Company Real Property”), free and clear of all Encumbrances, except Permitted Encumbrances, (b) the Company and its Subsidiaries have defensible title to all Mining Rights included in the Company Owned Real Property, free and clear of all Encumbrances, except Permitted Encumbrances, (c) each agreement under which the Company or any Subsidiary of the Company is the landlord, sublandlord, licensor, tenant, subtenant, licensee or occupant with respect to the Company Leased Real Property (each, a “Company Real Property Lease”) to the knowledge of the Company is in full force and effect and is valid and enforceable against the parties thereto in accordance with its terms, subject, as to enforceability, to Creditors’ Rights, and neither the Company nor any of its Subsidiaries, or to To the knowledge of the Company, any there is no existing structural or other party thereto, has received notice physical defect or deficiency in the condition of any violation, breach or default under any Company Real Property Lease, and (d) there does not exist any pending or, to the knowledge of the Company, Threatened, condemnation or eminent domain Proceedings that affect any Company Owned Real Property, subjector any component or portion thereof, and that has not been corrected in the Ordinary Course of Business, except, in each of clauses (a) through (d) abovecase, to adverse proceedings in the Ordinary Course. The Company has not granted any third party any license, possessory or occupancy right or other similar right in any Company Real Property other than Permitted Encumbrances, except as has not had and would not have, or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (f) To the knowledge of the Company, current local zoning ordinances, general plans and other applicable land use regulations and all private covenants, conditions and restrictions, if any, affecting any Owned Real Property permit the use and operation of such Owned Real Property for its current use, except as would not have, or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Except Neither the Company nor any of its Subsidiaries or Affiliates has at any time in the three years prior to the date of this Agreement received written notice of any violation of Law or pending or threatened proceedings for the rezoning of any Owned Real Property or Leased Real Property or any portion thereof, or the taking of any other action by Governmental Bodies concerning such Owned Real Property and Leased Real Property that would materially hinder or prevent the use thereof for its current use, except as would not have, or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (g) The Company and its Subsidiaries each has good, valid and marketable title to, a valid leasehold interest in or a valid right to use all of its tangible assets and properties, other than Owned Real Property, Leased Real Property and Ancillary Real Property, free and clear of all Liens except Permitted Liens, other than any failure to own or hold such tangible property that would not hadhave, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company Real Property constitutes all of the real estate, land, buildings, structures and fixtures located thereon and all easements, rights of way, options, coal, mineral, mining, water, surface and other rights and interests appurtenant thereto used . All such tangible property is in and necessary for the operation normal operating condition in all material respects for similar facilities of a similar age and in a state of reasonable maintenance and repair suitable for the purposes for which it is being used in the conduct of the respective businesses business of the Company and its Subsidiaries Subsidiaries, except as currently conductedwould not have, or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Real Property. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (a) the The Company and its Subsidiaries have defensible title to all real property owned by the Company or any of its Subsidiaries (collectively, the “Company Owned Real Property”) and valid leasehold estates in all real property leased, subleased, licensed or otherwise occupied (whether as tenant, subtenant, licensee or pursuant to any other occupancy arrangements) by the Company or any Subsidiary of the Company (collectively, including the improvements, fixtures and structures located thereon, the “Company Leased Real Property” and, together with the Company Owned Real Property, the “Company Real Property”), free and clear of all Encumbrances, except Permitted Encumbrances, (b) the Company and its Subsidiaries have defensible title to all Mining Rights included in the Company Owned Real Property, free and clear of all Encumbrances, except Permitted Encumbrances, (c) each agreement under which the Company or any Subsidiary of the Company is the landlord, sublandlord, licensor, tenant, subtenant, licensee or occupant with respect to the Company Leased Real Property (each, a “Company Real Property Lease”) to the knowledge of the Company is in full force and effect and is valid and enforceable against the parties thereto in accordance with its terms, subject, as to enforceability, to Creditors’ Rights, and neither the Company nor any of its Subsidiaries, or to the knowledge of the Company, any other party thereto, has received notice of any violation, breach or default under any Company Real Property Lease, and (d) there does not exist own, nor has it owned at any pending time since April 1, 2003 or, to the knowledge of the Company, Threatenedat any time prior thereto, condemnation any real property. Section 3.12(a) of the Company Disclosure Schedule sets forth a complete and accurate list of: (i) all real property that is leased by the Company (the “Leased Real Property”), and (ii) all leases and subleases to which the Company is a party or eminent domain Proceedings that affect is otherwise bound pursuant to which the Company leases or subleases real property to any Company other Person (such leases, collectively with the leases and subleases covering Leased Real Property, subjectthe “Real Property Leases”). The Company is the owner and holder of all leasehold estates purported to be granted by each such lease. All Real Property Leases are in full force and effect and are the legal, valid and binding obligation of the Company and of each other party thereto enforceable in each of clauses (a) through (d) aboveaccordance with their respective terms, and neither the Company nor, to the knowledge of the Company, the other party or parties thereto is or are in material default thereunder and there exists no event, condition or occurrence which (with or without due notice or lapse of time, or both) would constitute such a default by the Company or, to the knowledge of the Company, the other party or parties thereto of any of the foregoing. No consent of, or notice to, any third party is required under any Real Property Lease as a result of or in connection with, and the enforceability of any such Real Property Lease will not be affected by, the execution, delivery and performance of this Agreement or any Related Agreement, or the transactions contemplated hereby or thereby. The Company has delivered to the Buyer complete and accurate copies of all Real Property Leases, including all amendments thereto. (b) The Company holds its leasehold estate to all Leased Real Property free and clear of all Liens, claims or rights of any third parties and the possession of the Leased Real Property (collectively, the “Premises”) by the Company has not been disturbed and no claim has been asserted against the Company adverse proceedings to its rights in such Premises. All improvements, fixtures and structures on the Premises and the current uses of the Premises conform in all material respects to all applicable Laws, including building, zoning, health, safety and other Laws, and applicable zoning Laws permit the presently existing improvements and the conduct and continuation of the business of the Company as being conducted on the Premises. All improvements, mechanical equipment, fixtures and operating systems included in the Ordinary Course. Premises are in good operating condition and repair (ordinary wear and tear excepted) and there does not exist any condition which interferes with the economic value or use of such property and improvements. (c) The Company has not granted any third leases or licenses, nor created any tenancies, affecting the Premises. There are no other parties in possession of any portion of the Premises as trespassers or otherwise. (d) The Company is not a party to or is otherwise bound by, nor is any licenseof the Premises subject to, possessory or occupancy right any Contract requiring it to pay any commissions or other similar right compensation to any brokers or agents in connection with any Company Real Property of the Premises, and has had no dealings with any broker or agent with respect to the Premises upon which any such broker or agent would be entitled to a commission or other than Permitted Encumbrancescompensation. (e) To the knowledge of the Company, except as has not had and (i) there are no Laws or Orders now in existence or under active consideration by any Governmental Authority which would not reasonably be expected to haverequire the tenant of any Leased Real Property to make any expenditure in excess of $5,000 to modify or improve such Leased Real Property to bring it into compliance therewith, individually or and (ii) the Company shall not be required to expend more than $10,000 in the aggregate, a Company Material Adverse Effect. Except as has not had, and would not reasonably be expected aggregate under all Leases to have, individually or in restore the aggregate, a Company Material Adverse Effect, the Company Leased Real Property constitutes all at the end of the real estate, land, buildings, structures and fixtures located thereon and all easements, rights of way, options, coal, mineral, mining, water, surface and other rights and interests appurtenant thereto used in and necessary for the operation in all material respects term of the respective businesses Leases to the condition required under the Leases (assuming the conditions existing in such Leased Real Property as of the Company and its Subsidiaries as currently conductedClosing Date).

Real Property. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (a) the The Company owns no interest in real property. (b) Schedule 4.19(b) contains a complete and its Subsidiaries have defensible title to accurate list by property, city, state and country, of all land and real property owned leasehold or subleasehold estates and other rights to use or occupy any interest in land or real property held by the Company or any of its Subsidiaries as of the date of this Agreement (the “Company Properties”). The Company Properties are the only properties used by the Company or any of its Subsidiaries in, or otherwise related to, the Company’s or any of its Subsidiaries’ business as of the date of this Agreement, and subject to any permitted action pursuant to Section 6.01, as of the First Closing Date. The Company or any of its Subsidiaries are the sole legal and beneficial owner of (or is solely legally and beneficially entitled to) a leasehold interest in, or a right to use or occupy, the Company Properties. Neither the Company nor its Subsidiaries have leased or otherwise granted to any Person the right to use or occupy any Properties or any portion thereof. (c) Schedule 4.19(d) contains a complete and accurate list and description of all leases, subleases, licenses, concessions, and other Contracts, agreements and leasehold or land use arrangements and all related supplemental or ancillary documents pursuant to which the Company or any of its Subsidiaries leases, licenses, subleases or otherwise occupies any Company Property on the date hereof, except for any leases or licenses which arrange for a temporary occupancy arrangement of less than six months (collectively, the “Company Owned Real Property”) and valid leasehold estates in all real property leased, subleased, licensed or otherwise occupied (whether as tenant, subtenant, licensee or pursuant to any other occupancy arrangements) by the Company or any Subsidiary of the Company (collectively, including the improvements, fixtures and structures located thereon, the “Company Leased Real Property” and, together with the Company Owned Real Property, the “Company Real PropertyLease Documents”), free . The Company has delivered to Acquiror a true and clear complete copy of all Encumbrances, except Permitted Encumbrances, (b) the Company and its Subsidiaries have defensible title to all Mining Rights included in the Company Owned Real Property, free and clear of all Encumbrances, except Permitted Encumbrances, (c) each agreement under which the Company or any Subsidiary of the Company is the landlord, sublandlord, licensor, tenant, subtenant, licensee or occupant with respect to the Company Leased Real Property (each, a “Company Real Property Lease”) to the knowledge of the Company is in full force and effect and is valid and enforceable against the parties thereto in accordance with its terms, subject, as to enforceability, to Creditors’ Rights, and neither such Lease Document. Neither the Company nor any of its SubsidiariesSubsidiaries nor, or to the knowledge Knowledge of the Company, any other party theretoto any Lease Document is in material breach or material default under such Lease Document, nor has received any event occurred which with notice or the passage of any violation, time or both would constitute a breach or default under any Company Real Property Lease, and Lease Document. (d) there does not exist any pending or, to To the knowledge Knowledge of the Company, Threatenedeach Lease Document is a written agreement in full force and effect, condemnation or eminent domain Proceedings that affect any Company Real Propertyis valid, subjectbinding and enforceable, in subject to proper authorization and execution of each of clauses (a) through (d) above, to adverse proceedings in Lease Document by the Ordinary Courseother parties thereto. The Company and its Subsidiaries has not granted paid the rent and all other sums that are due and payable under such Lease Documents and there are no material arrears nor any third party any licensesums which have been waived, possessory deferred or occupancy right or other similar right accelerated, and no rent reviews are outstanding, in any Company Real Property other than Permitted Encumbrancesprogress nor have been deferred. All consents, permits and approvals required for the grant of each Lease Document have been obtained and complied with in all material respects. (e) To the Knowledge of the Company, except as has not had and would not reasonably be expected to havehave a Material Adverse Effect, individually there exists no restrictions, covenants or encumbrances that prevent any of the Company Properties from being used now or in the aggregatefuture for their current use and at materially the same cost as at present or would prevent or require consent from a third party as a result of the transactions contemplated by this Agreement. (f) There are no outstanding options, rights of first offer or rights of first refusal to purchase any Company Properties or any portion thereof or interest therein (which are binding on or in favor of the Company or a Subsidiary). There are no Contracts relating to the right to receive any portion of the income or profits from the sale, operation or development of any Company Material Adverse EffectProperties or any portion thereof or interest therein. Neither the Company nor any of its Subsidiaries is a party to any agreement or option to purchase any land or real property or interest therein, nor is in the process of negotiating any such agreement or option to purchase as at the date of this Agreement. (g) Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect, as of the date hereof, each Company Property and any structures built on them comply with all applicable Laws, the current use of each Company Property is the lawful use, no Company Property is subject to any restrictions relating to flood zoning limiting its use in any material respect, and there are no material outstanding or threatened disputes, actions, claims, demands, adverse notices or complaints to which the Company Real Property constitutes all or its Subsidiaries has received notice or is a party in respect of the real estate, land, buildings, structures and fixtures located thereon and all easements, rights of way, options, coal, mineral, mining, water, surface and other rights and interests appurtenant thereto used in and necessary for the operation in all material respects of the respective businesses any of the Company and its Properties. (h) As of the date hereof, there are no pending, or, to the Knowledge of the Company, threatened, material appropriation, condemnation, eminent domain, compulsory purchase or like proceedings relating to the whole or any part of any Company Properties. (i) Neither the Company nor any Subsidiaries as currently conductedhave any material actual or contingent liability in respect of previously owned, leased, licensed, used or occupied land or buildings.

Real Property. (i) Except in any such case as has not had and would not reasonably be expected to haveis not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect, (a) the Company or its applicable Subsidiary has good and its Subsidiaries have defensible valid title to all each parcel of real property owned by the Company or any of its Subsidiaries (collectively, the “Company Owned Real Property”) and valid leasehold estates in all real property leased, subleased, licensed or otherwise occupied (whether as tenant, subtenant, licensee or pursuant to any other occupancy arrangements) by the Company or any Subsidiary of the Company (collectively, including the improvements, fixtures and structures located thereon, the “Company Leased Real Property” and, together with the Company Owned Real Property, the “Company Real Property”), free and clear of all Encumbrances, except Permitted Encumbrances, (b) . Except for the Company and its Subsidiaries have defensible title to all Mining Rights included in the Company Owned Real Property, free and clear of all Encumbrances, except Permitted Encumbrances, (cProperty listed in Section 5.1(p)(i) each agreement under which the Company or any Subsidiary of the Company Disclosure Letter, as of the date hereof, there is the landlordno Owned Real Property that contains a manufacturing facility or that, sublandlord, licensor, tenant, subtenant, licensee or occupant with respect to the Company Leased Real Property (each, a “Company Real Property Lease”) to the knowledge of the Company is in full force and effect and is valid and enforceable against the parties thereto in accordance with its terms, subject, as to enforceability, to Creditors’ Rights, and neither the Company nor any of its Subsidiaries, or to the knowledge Knowledge of the Company, any other party thereto, has received notice is reasonably likely to have a fair market value of any violation, breach $500,000 or default under any Company Real Property Lease, and more. (dii) there does not exist any pending or, to the knowledge of the Company, Threatened, condemnation or eminent domain Proceedings that affect any Company Real Property, subject, in each of clauses (a) through (d) above, to adverse proceedings in the Ordinary Course. The Company has not granted any third party any license, possessory or occupancy right or other similar right Except in any Company Real Property other than Permitted Encumbrances, except such case as has not had and would not reasonably be expected to haveis not, individually or in the aggregate, a Company Material Adverse Effect. Except as has not had, and would not reasonably be expected likely to have, individually or in the aggregate, have a Company Material Adverse Effect, the Company or its applicable Subsidiary holds good and valid leasehold interests in the real property which is leased or subleased by the Company or any of its Subsidiaries (the “Leased Real Property”), free and clear of all Encumbrances. Section 5.1(p)(ii) of the Company Disclosure Letter contains a true and complete list, as of the date hereof, of each parcel of Leased Real Property constitutes all (A) set forth in Item 2 of the real estate, land, buildings, structures and fixtures located thereon and all easements, rights of way, options, coal, mineral, mining, water, surface and other rights and interests appurtenant thereto used in and necessary Company’s Annual Report on Form 10-K for the operation fiscal year ended December 31, 2009, (B) that contains a manufacturing facility or (C) with an annual rent payment in all material respects excess of $500,000 (collectively, the “Material Leased Real Property”). Each Contract of the respective businesses Company or its applicable Subsidiary for the Material Leased Real Property, where such Contract constitutes a lease of real property establishing a leasehold estate under which the Company or its applicable Subsidiary is a tenant or subtenant (a “Material Lease”), is valid and binding on the Company and each of its Subsidiaries that is a party thereto (but in each case subject to the Bankruptcy and Equity Exception) and, to the Knowledge of the Company, each other party thereto and is in full force and effect, except for such failures to be valid and binding or to be in full force and effect that, individually or in the aggregate, have not had and are not reasonably likely to have a Company Material Adverse Effect. There is no default (beyond applicable grace, notice and/or cure periods, if any) under any Material Lease by the Company or any of its Subsidiaries that is a party thereto, and no event has occurred that with notice or lapse of time or both would constitute a default thereunder by the Company or any of its Subsidiaries that is a party thereto, except in each case as, individually or in the aggregate, have not had and are not reasonably likely to have a Company Material Adverse Effect. Complete and correct copies of each Material Lease have been made available to Parent prior to the date hereof. (iii) For purposes of this Section 5.1(p) only, “Encumbrance” means any mortgage, lien, pledge, charge, security interest, easement, covenant, or other restriction or title matter or encumbrance of any kind in respect of such asset but specifically excludes (A) specified encumbrances described in Section 5.1(p)(iii) of the Company Disclosure Letter; (B) encumbrances for current Taxes or other governmental charges not yet due and delinquent or, if due and delinquent, are being contested in good faith by appropriate proceedings; (C) 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 the validity or amount of which is being contested in good faith by appropriate proceedings; (D) 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 or Leased Real Property to which they relate or the conduct of the business of the Company and its Subsidiaries as currently presently conducted; (E) easements, covenants, rights of way or other similar matters or restrictions or exclusions which would be shown by a current title report or other similar report or inspection of the applicable public records; (F) any condition or other matter, if any, that may be shown or disclosed by a current and accurate survey or physical inspection; (G) zoning, entitlement, conservation restriction and other land use and environmental regulations by Governmental Entities which do not interfere, individually or in the aggregate, with the use, occupation and enjoyment of the properties in connection with the business of the Company and its Subsidiaries; (H) any Lien created under the Company Credit Agreement; and (I) with respect to any Leased Real Property, any Lien granted by the applicable landlord, sub-landlord or their respective predecessors or successors in interest of such Leased Real Property.