Common use of Leased Real Property Clause in Contracts

Leased Real Property. Section 3.17(b)(i) of the Company Disclosure Schedule sets forth a complete list, as of the date of this Agreement, of all of the existing leases, subleases or other agreements, and all amendments, if any, thereto (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”) including with respect to each Lease, the name of the lessor, the date of the Lease and each amendment thereto made as of the date of this Agreement. The Company has heretofore made available to Parent true, correct and complete copies of all Leases (including all modifications, amendments, terminations, 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. Section 3.17(b)(ii) of the Company Disclosure Schedule sets forth a complete list, as of the date of this Agreement, 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 of the Leased Real Property. Each of the Leases is, in all material respects, valid, in full force and effect and enforceable against the Company or the applicable Subsidiary party thereto. 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 Lease, and, to the knowledge of the Company, no event has occurred that with notice or lapse of time or both would constitute such a breach or default thereunder by the Company or any of its Subsidiaries or any other party thereto. To the knowledge of the Company, the Company or its applicable Subsidiary has adequate rights of ingress and egress into the Leased Real Property.

Leased Real Property. Section 3.17(b)(i) The Company has made available to Pegasus true, correct and complete copies of the Company Disclosure Schedule sets forth a complete listContracts (including all modifications, as of the date of this Agreement, of all of the existing leases, subleases or other agreements, and all amendments, if anyguarantees, thereto (collectivelysupplements, the “Leases”waivers, extensions, renewals, side letters and other agreements with respect thereto) under pursuant to which the Company or any of its Subsidiaries uses use or occupies occupy (or has the right have been granted an option to use or occupy, now or in the future, any real property (such property, the “) Leased Real Property”) including with Property in respect to each Lease, the name of the lessor, the date of the Lease and each amendment thereto made as of the date of this Agreement. The Company has heretofore made available to Parent true, correct and complete copies of all Leases (including all modifications, amendments, terminations, 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. Section 3.17(b)(ii) of the Company Disclosure Schedule sets forth a complete list, as of the date of this Agreement, of all of the existing Leases granting to any Person, other than which the Company or any of its Subsidiaries, any right Subsidiaries are required to use pay €250,000 or occupy, now or more annually in rent (the future, any of the "Material Leased Real Property") or is otherwise a party with respect to the Material Leased Real Property (the "Leases"). Each of the Leases is, in all material respects, valid, Lease is in full force and effect and is a valid, legal and binding obligation of the Company or its Subsidiary that is a party thereto, enforceable in accordance with its terms against the Company or its Subsidiary (as applicable) and, to the applicable Subsidiary Company's knowledge, each other party thereto, subject, in each case, to the Enforceability Exceptions. The Company or one of its Subsidiaries has a valid and subsisting leasehold estate in, and enjoys peaceful and materially undisturbed possession of, all Leased Real Property, subject only to Permitted Liens. Neither the Company nor its Subsidiaries has a sublease, license or other Contract granting to any Person the right to use or occupy any Leased Real Property or any portion thereof. To the knowledge of the Company, neither the Company or any of its Subsidiaries nor any other party under any Lease is in material breach or default under any Lease and 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 default under any Lease or would permit the termination thereof by any party of any Lease. Neither the Company nor any of its Subsidiaries that is a party to a Lease has assigned, transferred, conveyed, mortgaged, deed in material breach of or default undertrust, encumbered, or has received written notice of collaterally assigned or granted any material breach of or default under, other security interest in any Lease, and, to the knowledge of the Company, no event has occurred that with notice or lapse of time or both would constitute such a breach or default thereunder by the Company Lease or any of its Subsidiaries or any other party thereto. To the knowledge of the Company, the Company or its applicable Subsidiary has adequate rights of ingress and egress into the Leased Real Propertyinterest therein.

Leased Real Property. Section 3.17(b)(i2.12(a) of the Company Disclosure Schedule sets forth a true, correct and complete list, as of list and a description (which description shall include the date of this Agreement, street address and unit number) of all of the existing leasesreal property in which any Group Company has an interest as lessee, subleases or other agreementslessor, sublessee, sublessor, occupant, licensee, and all amendmentssublicensee, if any, thereto but excluding any third party owned and managed data center Points of Presence (collectively, as such term is commonly used in the “Leases”) under industry in which the Company or any of operates) that are used by the Company and/or resold to its Subsidiaries uses or occupies or has the right to use or occupycustomers (each, now or in the future, any real property (such propertya “Leased Real Property” and collectively, the “Leased Real Properties”), together with a list of Leases relating to such Leased Real Property”) including with respect to each Lease, the name of the lessor, the date of the Lease and each amendment thereto made as of the date of this Agreement. The Company has heretofore made available to Parent trueTrue, correct and complete copies of all Leases (including and, to the extent in the possession of any Equityholder or any Group Company, any and all modificationsestoppel certificates, amendmentscommencement date letters, terminationsmemorandum of lease, supplementslandlord consents, waivers subordination, non-disturbance and side letters attornment agreements and other agreements relating thereto), with respect to the Leased Real Properties have been provided to Purchaser. The Company and/or its Subsidiaries have and own valid leasehold estates interests of the Group Companies in the Leased Real Property, Properties is free and clear of all Liens other than Permitted Liens. Except as set forth in Section 3.17(b)(ii2.12(a) of the Company Disclosure Schedule sets forth a complete listSchedule, as (A) no Group Company has received written notice from any insurance carrier or landlord for any Leased Real Property that any Group Company needs to undertake any material repairs, alterations or construction or to take any other corrective action with respect to any Leased Real Property, (B) no Group Company has received written or, to the Knowledge of the date Company, oral notice of this Agreementany violations (zoning or otherwise) from any Governmental Authority having jurisdiction over such Leased Real Property, of all (C) the zoning of the existing Leases granting Leased Real Property permits the continuation of the business of the Group Companies as currently being conducted on such Leased Real Property and (D) to the Knowledge of the Company, there are no existing, pending or threatened zoning, building code or other moratorium proceedings, or similar matters which could reasonably be expected to adversely affect the ability to operate the business of the Group Companies on any PersonLeased Real Property. No Group Company has received any written, other than or to the Company or any Knowledge of its Subsidiariesthe Company, any right to use or occupy, now or in the future, oral notice that any of the Leased Real PropertyProperties is subject to any governmental decree or order to be sold or is being condemned, expropriated or otherwise taken by any public authority with or without payment of compensation therefor. Each of To the Leases is, in all material respects, valid, in full force and effect and enforceable against the Company or the applicable Subsidiary party thereto. 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 Lease, and, to the knowledge Knowledge of the Company, there are no event has occurred that with notice material physical, structural or lapse of time mechanical defects or both would constitute such a breach or default thereunder by the Company or any of its Subsidiaries or any other party thereto. To the knowledge of the Company, the Company or its applicable Subsidiary has adequate rights of ingress and egress into deficiencies in the Leased Real PropertyProperties that prevent the use of the Leased Real Property as currently used.

Leased Real Property. Section 3.17(b)(i3.18(b)(i) of the Company Disclosure Schedule Schedules sets forth a true and complete listlist (including street addresses) of all real property leased, as subleased, or similarly used or occupied by any of the date of this Agreement, of all of the existing leases, subleases or other agreements, and all amendments, if any, thereto Group Companies (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”) including with respect and all Real Property Leases pursuant to each Lease, the name of the lessor, the date of the Lease and each amendment thereto made which any Group Company is a tenant or landlord as of the date of this Agreement. The Company has heretofore made available to Parent true, correct True and complete copies of all such Real Property Leases (including including, for the avoidance of doubt, all modifications, amendments, terminationsextensions, supplementsrenewals, waivers guaranties and side letters other material agreements with respect 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. Section 3.17(b)(ii) of the Company Disclosure Schedule sets forth a complete list, as of the date of this Agreement, of all of the existing Leases granting been made available to 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 PropertySPAC. Each of Real Property Lease has been duly authorized and executed by the Leases isapplicable Group Company party thereto, in all material respects, valid, is in full force and effect effect, and enforceable against the Company or is a valid, legal and binding obligation of the applicable Subsidiary Group Company party thereto, enforceable in accordance with its terms against such Group Company and, to the Company’s knowledge, each other party thereto (subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity). Neither the Company nor any of its Subsidiaries There is in no material breach of or default underby any Group Company or, or has received written notice of any material breach of or default underto the Company’s knowledge, any counterparty or third-party under any Real Property Lease, and, to the knowledge of the Company’s knowledge, no event has occurred that which (with or without notice or lapse of time or both both) would constitute such a material breach or default thereunder or would permit termination of, or a material modification or acceleration thereof by any party to such Real Property Leases. Except as set forth on Section 3.18(b)(ii) of the Company or any of its Subsidiaries or any other party thereto. To the knowledge Disclosure Schedules, with respect to each of the Company, Real Property Leases: (i) the Company or its applicable Subsidiary has adequate rights possession and quiet enjoyment of ingress and egress into the Leased Real Property by the applicable Group Company party thereto under such Real Property Lease has not been disturbed, and to the Company’s knowledge, there are no disputes with respect to such Real Property Lease; (ii) the applicable Group Company party thereto has not subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property or any portion thereof; and (iii) the applicable Group Company party thereto has not collaterally assigned or granted any other security interest in such Real Property Lease or any interest therein. The Leased Real Property comprises all of the real property used or intended to be used in, or otherwise related to, the business of the Group Companies. No representation or warranty is made herein regarding the status of the fee title (and any matters pertaining to such fee title) of any real property subject to any Real Property Lease; it being understood and agreed that the provisions of this Section 3.19(b), as they relate to any Leased Real Property, pertain only to the leasehold interest of the applicable Group Company.

Leased Real Property. Section 3.17(b)(i3.14(b) of the Company Disclosure Schedule sets forth Letter contains a true, correct and complete list, as of the date of this AgreementDecember 4, 2019, of all of the existing leases, subleases subleases, licenses or other agreements, and all amendments, if any, thereto (collectively, the “Leases”) under Contracts pursuant to which the Company or any of its Subsidiaries Group uses or occupies occupies, or has the right to use or occupy, now or in the future, any real property that provide for payments by the Company in excess of $1,000,000 per annum, excluding any Contract for the use of real property that is terminable by any party thereto without penalty on 90 days’ or less notice (such property, the “Leased Real Property”) including with respect to each Lease, the name of the lessor, the date of the Lease ,” and each amendment thereto made as of the date of this Agreementsuch lease, sublease, license or other agreement, a “Lease”). The Company has heretofore made available to Parent true, correct and complete copies of all Leases (including all material modifications, amendments, terminations, supplements, waivers amendments and side letters supplements thereto), and in the case of any oral Lease, a written summary of the material terms of such Lease. With respect to each Lease and except as would not have a Company Material Adverse Effect or materially and adversely affect the current use by the Company Group of the Leased Real Property, (i) to the Knowledge of the Company, there are no disputes with respect to such Lease; (ii) no Company Group Member has collaterally assigned or granted any other security 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 such Lease. The Company and/or or its Subsidiaries have and own has valid leasehold estates in the Leased Real Property, free and clear of all Liens (other than Permitted Liens. Section 3.17(b)(ii) of the Company Disclosure Schedule sets forth a complete list, as of the date of this Agreement, 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 of the Leased Real Property. Each of the Leases is, in all material respects, valid, in full force and effect and enforceable against the Company or the applicable Subsidiary party thereto). Neither the Company Group, nor to the Knowledge of the Company, any of its Subsidiaries other party to the Lease is in material breach of or default underpursuant to any Lease. Except as set forth in Section 3.14(b) of the Company Disclosure Letter, or with respect to each of the Leases: (A) each Company Group Member’s possession and quiet enjoyment of the Leased Real Property under such Lease has received written notice of not been disturbed; (B) neither the Company Group nor any material other party to the Lease is in breach of or default under, any under such Lease, and, to the knowledge Knowledge of the Company, no event has occurred that or circumstance exists which, with notice or lapse the delivery of notice, the passage of time or both both, would constitute such a breach or default thereunder by default, or permit the Company termination, modification or any acceleration of its Subsidiaries or any rent under such Lease; and (C) the other party thereto. To the knowledge of the Companyto such Lease is not an Affiliate of, and otherwise does not have any economic interest in, the Company or its applicable Subsidiary has adequate rights of ingress and egress into the Leased Real PropertyGroup.

Leased Real Property. Section 3.17(b)(i4.16(b) of the Company Disclosure Schedule sets forth a complete listSchedules lists, as of the date of this Agreement, the address of all each Leased Real Property (other than temporary construction site offices relating to individual projects) in respect of which the Company is required to pay $250,000 or more annually in rent (the “Material Leased Real Property”). The Company has made available to Plum true, correct and complete copies of the existing leasesContracts (including all modifications, subleases or other agreements, and all amendments, if anyguarantees, thereto supplements, waivers, extensions, renewals, side letters and other agreements with respect thereto) pursuant to which the Company uses or occupies (collectively, or has been granted an option to use or occupy) the Material Leased Real Property or is otherwise a party with respect to the Material Leased Real Property (the “Leases”) under which ). Each Lease is in full force and effect and is a valid, legal and binding obligation of the Company, enforceable in accordance with its terms against the Company and, to the Company’s knowledge, each other party thereto, subject, in each case, to the Enforceability Exceptions. The Company has a valid and subsisting leasehold estate in, and enjoys peaceful and materially undisturbed possession of, all Leased Real Property, subject only to Permitted Liens. The Company has nor subleased, licensed, or otherwise contractually granted to any of its Subsidiaries uses or occupies or has Person the right to use or occupyoccupy any Leased Real Property or any portion thereof. To the Company’s knowledge, now the Company is not in material breach or default under any Lease, and 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 default under any Lease or would permit the termination of by any party to any Lease. The Leased Real Property identified in Section 4.16(b) of the Company Disclosure Schedules, together with the Owned Real Property, comprises all of the real property used in the future, any real property (such property, the “Leased Real Property”) including with respect to each Lease, the name business of the lessor, the date of the Lease and each amendment thereto made Company as contemplated as of the date of this Agreement. The Company has heretofore made available to Parent truenot assigned, correct and complete copies of all Leases (including all modificationstransferred, amendmentsconveyed, terminationsmortgaged, supplementsdeed in trust, waivers and side letters thereto). The Company and/or its Subsidiaries have and own valid leasehold estates encumbered, or collaterally assigned or granted any other security interest in the Leased Real Property, free and clear of all Liens other than Permitted Liens. Section 3.17(b)(ii) of the Company Disclosure Schedule sets forth a complete list, as of the date of this Agreement, of all of the existing Leases granting to any Person, other than the Company Lease or any of its Subsidiaries, any right to use or occupy, now or in the future, any of the Leased Real Property. Each of the Leases is, in all material respects, valid, in full force and effect and enforceable against the Company or the applicable Subsidiary party thereto. 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 Lease, and, to the knowledge of the Company, no event has occurred that with notice or lapse of time or both would constitute such a breach or default thereunder by the Company or any of its Subsidiaries or any other party thereto. To the knowledge of the Company, the Company or its applicable Subsidiary has adequate rights of ingress and egress into the Leased Real Propertyinterest therein.

Leased Real Property. Section 3.17(b)(i4.10(b) of the Company Disclosure Schedule sets forth a complete list, as of the date of this Agreement, and correct list of all of the existing leases, real property leases and subleases or other agreements, and all amendments, if any, thereto (collectively, the “Leases”) under to which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupySubsidiary is a party, now or in the future, any real property as tenant (such property, the “"Leased Real Property”"), together with (a) including with respect to each Lease, a brief description of the property leased and (b) the name of the lessor, the date owner and any sublessors of the Lease and each amendment thereto made as of the date of this Agreementproperty. The Company has heretofore previously made available to Parent true, the Buyer complete and correct and complete copies of each lease or sublease (and in the case of any sublease, the underlying prime lease) and any amendments thereto listed in Section 4.10(b) of the Disclosure Schedule. Except as set forth in Section 4.10(b) of the Disclosure Schedule, (i) each such lease or sublease (and in the case of any sublease, to the Knowledge of the Company, the underlying prime lease) is in full force and effect; (ii) all Leases lease payments due to date on any such lease or sublease (including all modificationsand in the case of any sublease, amendmentsto the Knowledge of the Company, terminationsthe underlying prime lease) have been paid, supplementsand neither the Company nor any Subsidiary nor, waivers to the Knowledge of the Company, any other party is in default under any such lease or sublease (or, in the case of any sublease, the underlying prime lease), and side letters theretono event has occurred which constitutes, or with the lapse of time or the giving of notice or both would constitute, a default by the Company, the applicable Subsidiary or, to the Knowledge of the Company, any other party under such lease or sublease; and (iii) there are no material disputes or disagreements between the Company, the applicable Subsidiary and to the Knowledge of the Company, any other party with respect to any such lease or sublease (or, in the case of any sublease, the underlying prime lease). The Company and/or its Subsidiaries have or the applicable Subsidiary has good and own valid marketable title to all structures, plants, leasehold estates in improvements, systems, fixtures and other property located on or about the Leased Real PropertyProperty which are owned by the Company or the applicable Subsidiary, free and clear of all Liens other than Permitted Liensany Encumbrances (but subject to the interests of landlords under any applicable leases). Except as set forth in Section 3.17(b)(ii4.10(b) of the Company Disclosure Schedule sets forth a complete listSchedule, as none of the date of this Agreement, of all of the existing Leases granting Leased Real Property nor any portion thereof is subject to any Personsublease, license, or other agreement for its use or occupancy by 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. Each of the Leases is, in all material respects, valid, in full force and effect and enforceable against the Company or the applicable Subsidiary party thereto. 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 Lease, and, to the knowledge of the Company, no event has occurred that with notice or lapse of time or both would constitute such a breach or default thereunder by the Company or any of its Subsidiaries or any other party thereto. To the knowledge of the Company, the Company or its applicable Subsidiary has adequate rights of ingress and egress into the Leased Real PropertySubsidiary.

Leased Real Property. Section 3.17(b)(i4.9(b) of the Company Disclosure Schedule sets forth a complete list, as of lists all real property leased or subleased to or otherwise occupied by the date of this Agreement, of all of Company and its Subsidiaries and the existing leases, subleases or and other agreements, and all amendments, if any, thereto (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 agreements in the future, any real property (such property, the “Leased Real Property”) including with respect to each Lease, the name of the lessor, the date of the Lease and each amendment thereto made as of the date of this Agreementthereof. The Company has heretofore made available to Parent true, true and correct and complete copies of all Leases (including all modificationsthe leases, amendments, terminations, supplements, waivers subleases and side letters thereto). The Company and/or its Subsidiaries have and own valid leasehold estates other agreements listed in the Leased Real Property, free and clear of all Liens other than Permitted Liens. Section 3.17(b)(ii4.9(b) of the Company Disclosure Schedule. To the Knowledge of the Company, each lease, sublease and other agreement listed in Section 4.9(b) of the Disclosure Schedule sets forth a complete listis, as of the date of this Agreement, of all of the existing Leases granting with respect to any Person, other than the Company or any of its Subsidiaries, any right to use or occupyas applicable, now or in the future, any of the Leased Real Property. Each of the Leases is, in all material respectslegal, valid, binding, enforceable and in full force and effect effect, except as enforcement may be limited by general principles of equity, whether applied in a court of law or a court of equity and enforceable against by bankruptcy, insolvency, moratorium or other similar laws affecting creditors’ rights and remedies generally. With respect to each lease, sublease and other agreement listed in Section 4.9(b) of the Company Disclosure Schedule, except as described in the Disclosure Schedule, (i) no party to the lease, sublease or the applicable Subsidiary party thereto. Neither the Company nor any of its Subsidiaries other agreements is in material breach of or default under, or has received written notice of any material breach of or default under, any Leasedefault, and, to the knowledge Knowledge of the Company, no event has occurred that which, with notice or lapse of time or both time, would constitute such a breach or default thereunder by or permit termination, material modification or acceleration thereunder; (ii) the Company or any of and its Subsidiaries or any other party thereto. To have all reasonably necessary rights to conduct their respective businesses as currently conducted on the knowledge real property leased by them; (iii) none of the Company, the Company or its applicable Subsidiary Subsidiaries owes, or will owe in the future, any brokerage commissions or finder’s fees with respect to such leases; (iv) the other party to such lease, sublease or other agreement is not an Affiliate of, and otherwise does not have any economic interest in, any of the Company or its Subsidiaries; and (v) none of the Company or its Subsidiaries has adequate rights subleased, licensed or otherwise granted any Person the right to use or occupy such real property or any portion thereof that is the subject of ingress and egress into the Leased Real Propertysuch lease, sublease or other agreement.

Leased Real Property. Section 3.17(b)(i3.9(a) of the Company Disclosure Schedule sets forth a true and complete list, as list and description of the date of this Agreementreal property leased, of all of subleased or licensed by the existing leasesCompanies, subleases or other agreements, and all amendments, if any, thereto (collectively, the “Leases”) under for which the Company or any of its Subsidiaries uses or occupies or has the a right to use or occupy, now or in the future, any occupy real property has been granted to a Company (such property, the “Leased Real Property”). Section 3.9(a) of the Disclosure Schedule also identifies each lease, sublease, license or other Contract or agreement under which a Company leases, subleases, licenses or otherwise uses or occupies the Leased Real Property (including all amendments, modifications, supplements, renewals and extension thereto and guarantees thereof, the “Leases”). Except as set forth in Section 3.9(a) of the Disclosure Schedule, there are no leases, subleases, options or other agreements relating to or affecting the Leased Real Property to which a Company is a party. No Company is currently in default of or in violation of any of the terms of any Lease. All of the Leases are in full force and effect, valid, and binding on the applicable Company and, to the Knowledge of the applicable Company, on each counterparty thereto, and enforceable in accordance with respect their respective terms, subject to the Bankruptcy and Equity Exception. The applicable Company has a valid and enforceable leasehold interest under each Lease, free and clear of all Encumbrances, other than Permitted Encumbrances, and the name applicable Company has not given or received any written notice of any default (including written notice of any accrued default that is subject only to a notice or cure period) under any Lease which remains unresolved, and to the Knowledge of the lessorapplicable Company, no other party is in default thereof, and no party to any Lease has exercised any termination rights with respect thereto. To the date Knowledge of the Lease applicable Company, no event has occurred and each amendment thereto made as no circumstance exists which, if not remedied, and whether with or without notice or the passage of time or both, would result in a material default or violation of any Lease. The transactions contemplated by this Agreement do not require the consent of or notice to any landlord or other counterparty under any of the date of this AgreementLeases. The Company has heretofore made available applicable Companies have delivered to Parent Buyer true, correct and complete copies of all Leases (including of the Leases. Each applicable Company has either paid and discharged, or accrued as a liability in the Financial Statements, all modifications, amendments, terminations, supplements, waivers and side letters thereto). The Company and/or its Subsidiaries have and own valid leasehold estates in current payment obligations with respect to the Leased Real Property, free Property and clear of all Liens there is no payment amount due or payable other than Permitted Liens. Section 3.17(b)(ii) as set forth as a “current liability” in the Audited Balance Sheet or incurred in the ordinary course of the Company Disclosure Schedule sets forth a complete list, as of business consistent with past practice after the date of this Agreement, of the Audited Balance Sheet. The Leased Real Property constitute all of the existing Leases granting to any Person, other than the Company or any parcels and tracts of its Subsidiaries, any right to use or occupy, now or land used in the futureBusiness. None of the Companies has assigned, transferred, conveyed, mortgaged, deed in trust, or encumbered its interest in any of the Leased Real Property. Each of the Leases is, in all material respects, valid, in full force and effect and enforceable against the Company or the applicable Subsidiary party thereto. 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 Lease, and, to the knowledge of the Company, no event has occurred that with notice or lapse of time or both would constitute such a breach or default thereunder by the Company Property or any of its Subsidiaries or rights under any other party thereto. To the knowledge of the Company, the Company or its applicable Subsidiary has adequate rights of ingress and egress into the Leased Real PropertyLeases.

Leased Real Property. Section 3.17(b)(i4.9(b) of the Company Disclosure Schedule sets forth a complete list, which is correct and complete in all material respects, of all of the leases and subleases (the “Company Leases”) and each leased and subleased parcel of real property in which the Acquired Companies are a tenant, subtenant, landlord or sublandlord as of the date of this Agreement, of all of the existing leases, subleases or other agreements, and all amendments, if any, thereto Agreement (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”), and for each Company Lease indicates: (i) whether or not the consent of and/or notice to the landlord thereunder will be required in connection with the transactions contemplated by this Agreement; (ii) its term and any options to extend the term; (iii) the current rent payable (including with respect to all occupancy costs other than utilities); and (iv) the current amount of security deposit held by the landlord under each such Company Lease, the name . Each of the lessor, Acquired Companies holds a valid and existing leasehold or subleasehold interest or landlord or sublandlord interest (as applicable) in the date Company Leased Real Property under each of the Lease and each amendment thereto made as Company Leases listed in Section 4.9(b) of the date of this AgreementDisclosure Schedule. The Company has heretofore Sellers have made available to Parent Buyer true, correct and complete copies of each of the Company Leases, including, without limitation, all Leases (including all amendments, modifications, amendmentsside agreements, terminationsconsents, supplements, waivers subordination agreements and side letters thereto)guarantees executed or otherwise in force with respect to any Company Lease. The Company and/or its Subsidiaries have and own valid leasehold estates Except as set forth in the Leased Real Property, free and clear of all Liens other than Permitted Liens. Section 3.17(b)(ii4.9(b) of the Disclosure Schedule, with respect to each Company Disclosure Schedule sets forth a complete listLease: (i) to the Knowledge of Sellers and the Acquired Companies, as of the date of this Agreement, 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 of the Leased Real Property. Each of the Leases is, in all material respectsLease is legal, valid, binding, enforceable and in full force and effect and enforceable against effect; (ii) neither the Company or the applicable Subsidiary party thereto. 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 Lease, andAcquired Companies nor, to the knowledge Knowledge of Sellers and the CompanyAcquired Companies, any other party to the Company Lease, is in any material respect in breach or default under the Company Lease, and no event has occurred that, with notice or lapse of time, would constitute a breach or default in any material respect by the Acquired Companies or permit termination, modification or acceleration under the Company Lease by any other party thereto; (iii) other than the execution of this Agreement by Sellers, no event has occurred that with notice or lapse of time or both would constitute such a breach or default thereunder by permit termination, modification or acceleration of the Company Lease or trigger liquidated damages; (iv) the Acquired Companies have performed and will continue to perform all of their respective obligations under the Company Lease; (v) each of the Acquired Companies has not, and, to the Knowledge of Sellers and the Acquired Companies, no third party has, repudiated any provision of the Company Lease; (vi) there are no disputes, oral agreements or forbearance programs in effect as to the Company Lease that would be material to any of its Subsidiaries or the Acquired Companies; (vii) the Company Lease has not been modified in any other party thereto. To respect, except to the knowledge extent that such modifications are set forth in the documents previously made available to Buyer and set forth on Section 4.9(b) of the CompanyDisclosure Schedule; and (viii) each of the Acquired Companies has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the Company or its applicable Subsidiary has adequate rights of ingress and egress into the Leased Real PropertyLease.

Leased Real Property. Section 3.17(b)(i) Neither the Company nor any of its Subsidiaries owns any real property. The Company has not owned any real property since its inception, and to the best of the Company knowledge of the Company, without further investigation, none of the Subsidiaries have owned real property. The Disclosure Schedule sets forth a complete list, as of the date of this Agreement, of lists all of the existing leases, subleases real property leased or other agreements, and all amendments, if any, thereto (collectively, the “Leases”) under which subleased to 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”) including with respect to each Lease, the name of the lessor, the date of the Lease and each amendment thereto made as of the date of this AgreementAgreement and the name(s) of the Schools operated at that location (the "LEASED REAL PROPERTY"). Neither the Company nor any of its Subsidiaries uses any real property other than the Leased Real Property. The Company has heretofore made available to Parent true, correct and complete copies of all Leases the leases and subleases (as amended to date) and other agreements for occupancy, including all modifications, amendments, terminations, supplements, waivers extensions 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. Section 3.17(b)(ii) of the Company Disclosure Schedule sets forth a complete list, modifications thereto as of the date of this AgreementAgreement with respect to each Leased Real Property (each, a "REAL PROPERTY LEASE" and, collectively, the "REAL PROPERTY LEASES"). Each Real Property Lease is legal, valid, binding and enforceable, and in full force and effect. There does not exist under any Real Property Lease any event of all default or event or condition that, after notice or lapse of time or both, would constitute a default, violation, breach or event of default thereunder on the existing Leases granting to any Person, other than part of the Company or any of its Subsidiaries, any right to use or occupy, now or in the future, any of the Leased Real Property. Each of the Leases is, in all material respects, valid, in full force and effect and enforceable against the Company or the applicable Subsidiary party thereto. 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 Lease, andor, to the knowledge of the Company, no event has occurred that with notice or lapse of time or both would constitute such a breach or default thereunder by the Company or any of its Subsidiaries or any other party thereto. To Other than as set out in the knowledge Disclosure Schedule, neither the Company nor any of its Subsidiaries, as applicable, has assigned, transferred, conveyed, mortgaged, subleased, deeded in trust or encumbered any of its interest in any of the Company, the Company or its applicable Subsidiary has adequate rights of ingress and egress into the Leased Real PropertyProperty Leases.

Leased Real Property. Section 3.17(b)(i3.14(a) of the Company Disclosure Schedule sets forth Letter contains a true, correct and complete list, as of the date of this Agreement, list of all of the existing leases, subleases (which shall include subleases involving the Company or its Subsidiaries as either sublessor or sublessee), licenses or other agreements, and all amendments, if any, thereto (collectively, the “Leases”) under agreements pursuant to which the Company or any of its Subsidiaries uses or occupies occupies, or has the right to use or occupy, now or in the future, any real property as of the date of this Agreement and pursuant to which the Company or any of its Subsidiaries is obligated to pay consideration in excess of $100,000 (such property, the “Company Leased Real Property”) including with respect to each Lease, the name of the lessor, the date of the Lease ,” and each amendment thereto made as of the date of this Agreementsuch lease, sublease, license or other agreement, including all amendments or modifications thereto, a “Company Lease”). The Company has heretofore made available to the Parent true, correct and complete copies of all material Company Leases (including all material modifications, amendments, terminations, supplements, waivers amendments and side letters supplements thereto). With respect to each Company Lease and except as would not reasonably be expected to have a Company Material Adverse Effect, (i) to the Knowledge of the Company, there are no disputes with respect to such Company Lease; (ii) the Company or one of its Subsidiaries has not collaterally assigned, encumbered, or granted any other security interest in such Company Lease or any interest therein; and (iii) there are no Liens (other than Permitted Liens) on the estate or interest created by such Company Lease. The Company and/or or one of its Subsidiaries have and own has valid leasehold estates in the Company Leased Real Property, binding and enforceable upon the Company or its Subsidiaries, as applicable, free and clear of all Liens (other than Permitted Liens), subject to the Enforceability Limitations. Section 3.17(b)(ii) of the Except as would not reasonably be expected to have a Company Disclosure Schedule sets forth a complete listMaterial Adverse Effect, as of the date of this Agreement, 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 of the Leased Real Property. Each of the Leases is, in all material respects, valid, in full force and effect and enforceable against the Company or the applicable Subsidiary party thereto. Neither neither the Company nor any of its Subsidiaries is in material breach default beyond any applicable notice and cure period pursuant to any Company Lease. None of or default under, or has received written notice of any material 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 such a breach or default thereunder by the Company or any of its Subsidiaries or owns any other party thereto. To the knowledge of the Company, the Company or its applicable Subsidiary has adequate rights of ingress and egress into the Leased Real Propertyreal property.

Leased Real Property. (i) Section 3.17(b)(i3.11(b) of the Company Seller Disclosure Schedule sets forth contains a complete list, as of the date of this Agreement, list of all of the existing leases, subleases and other oral or other agreements, written occupancy agreements and all amendments, if any, thereto any modifications or amendments thereof under which the Acquired Company or a Subsidiary of the Acquired Company is either lessor or lessee (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”) including with respect to each Lease, the name of the lessor, identifying the date of the Lease Lease, the location of such real property and each amendment the name of any other party thereto made as of (the date of this Agreement“Real Property”). The Company Seller has heretofore made available Made Available to Parent Buyer a true, correct and complete copies copy of all Leases (including all modifications, amendments, terminations, 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. Section 3.17(b)(ii) of the Company Disclosure Schedule sets forth a complete list, as of the date of this Agreement, 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 of the Leased Real Propertyevery Lease. Each of the Leases is, in all material respects, valid, in full force and effect Lease is valid and enforceable against in accordance with its terms (except as such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting or relating to creditors rights generally, and (b) the Company or the applicable Subsidiary party theretoavailability of injunctive relief and other equitable remedies). Neither the Acquired Company nor any of its Subsidiaries is in material breach of default in the performance, observance or default under, or has received written notice fulfillment of any material breach of obligation, covenant or default undercondition contained in the Leases, any Lease, and, nor to the knowledge Knowledge of Seller, is any other party thereto, and to the CompanyKnowledge of Seller, no event has occurred that which with or without the giving of notice or lapse of time time, or both both, would constitute such a breach material default or event of default thereunder by the Acquired Company or any of its Subsidiaries. Neither the Acquired Company nor any of its Subsidiaries has received any written notice of a default, alleged failure to perform, or any offset or counterclaim with respect to any such Lease, which has not been fully remedied and withdrawn. There are no other party thereto. To parties occupying, or, to the knowledge Knowledge of the CompanySeller, with a right to occupy, the Company or its applicable Subsidiary has adequate rights of ingress and egress into the Leased Real Property. Neither the Acquired Company nor any of its Subsidiaries owes any brokerage commissions or finders fees with respect to any such Real Property or would owe any such fees if any existing Lease were renewed pursuant to any renewal options contained in such Lease.

Leased Real Property. Section 3.17(b)(i2.12(a) of the Company Seller Disclosure Schedule sets forth a (i) an accurate and complete list, as of the date of this Agreement, list of all of the existing leases, subleases or other agreementsContracts, and together with all amendments, if anywaivers, supplements or modifications thereto (collectively, the “Real Property Leases”) ), under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy, now or in occupy the future, any real property that is leased or subleased to the Company (such propertycollectively, the “Leased Real Property”); provided, however, that the Leased Real Property does not include any real property solely used or occupied in connection with the Cloud & Hosted Services Business for which the underlying leases will be assigned to and assumed by CloudCo pursuant to the Contribution Agreement and the Real Property Leases do not include such leases, and (ii) including an accurate and complete list of all other Contracts with landlords or other Persons with respect to each Lease, the name Company’s occupancy of the lessor, the date of the Lease and each amendment thereto made as of the date of this Agreement. The Company has heretofore made available to Parent true, correct and complete copies of all Leases (including all modifications, amendments, terminations, supplements, waivers and side letters thereto). The Company and/or its Subsidiaries have and own valid leasehold estates in the Leased Real Property, including any and all subordination, non-disturbance and attornment agreements with any mortgagees of the landlords. With respect to each Real Property Lease, except as set forth in Section 2.12(a) of the Seller Disclosure Schedule, (A) the Company has not received written notice from any insurance carrier or landlord for any Leased Real Property that the Company needs to undertake any material repairs, alterations or construction or to take any other corrective action with respect to any Leased Real Property, (B) neither the Company nor, to the Knowledge of the Company, any landlord of the Leased Real Property has received written or, to the Knowledge of the Company, oral notice of any violations (zoning or otherwise) from any Governmental Authority having jurisdiction over the Leased Real Property, (C) the zoning of the Leased Real Property permits the continuation of the Acquired Business as currently being conducted on such Leased Real Property, (D) to the Knowledge of the Company, there are no existing, pending or threatened zoning, building code or other moratorium proceedings, or similar matters which could reasonably be expected to adversely affect the ability to operate the Acquired Business on any Leased Real Property, (E) the Company has not entered into discussions with any landlord to further amend, supplement or modify any of the Real Property Leases and (F) the Company is in actual, exclusive possession of the Leased Real Property (other than any common areas thereto) and has good, valid and indefeasible title to all leasehold estates created under the Real Property Leases, free and clear of all Liens other than except for Permitted Liens. Section 3.17(b)(ii) of the Company Disclosure Schedule sets forth a complete list, as of the date of this Agreement, 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 of the Leased Real Property. Each of the Leases is, in all material respects, valid, in full force and effect and enforceable against the Company or the applicable Subsidiary party thereto. 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 Lease, and, to the knowledge of the Company, no event has occurred that with notice or lapse of time or both would constitute such a breach or default thereunder by the Company or any of its Subsidiaries or any other party thereto. To the knowledge of the Company, the Company or its applicable Subsidiary has adequate rights of ingress and egress into the Leased Real Property.

Leased Real Property. Section 3.17(b)(i4.15(b) of the Company Disclosure Schedule sets forth a complete list, as of the date of this Agreement, and accurate list of all of the existing leases, subleases subleases, licenses and other similar real property agreements (together with any amendments or other agreementsmodifications thereto) granting a right to use, and all amendments, if any, thereto occupy or access the Leased Real Property (collectively, the each a “LeasesReal Property Lease”) under pursuant to 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”) including with respect to each Lease, the name a Subsidiary of the lessorCompany, the date of the Lease and each amendment thereto made as applicable, is party as of the date of this Agreement. The Company has heretofore made available to Parent true, correct complete and complete accurate copies of all Leases each Real Property Lease. Except as would not have or reasonably be Active.22007448.8.doc expected to have, individually or in the aggregate, a Material Adverse Effect, each Real Property Lease is a valid and binding obligation of the Company or a Subsidiary of the Company, as applicable, and, to the Knowledge of the Company, the other party thereto, enforceable in accordance with its terms (including all modifications, amendments, terminations, supplements, waivers subject to proper authorization and side letters theretoexecution of such Real Property Lease by the other party thereto and subject to the Bankruptcy and Equity Exception). The Company and/or its Subsidiaries Except as would not have and own valid leasehold estates or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, each of the Real Property Leases is valid, binding and in full force and effect and the Company or a Subsidiary has good leasehold title to all Leased Real Property. Neither the Company nor any Subsidiary is and, free to the Knowledge of the Company, no other party is in breach or violation of, or default under, any of the Real Property Leases in any material respect and clear neither the Company nor any Subsidiary has taken or failed to take any action which, with notice, lapse of all Liens other than Permitted Lienstime, or both, would constitute such a default and neither the Company nor any Subsidiary has received or given any claim of default under any such agreement which remains uncured. Except as disclosed in Section 3.17(b)(ii4.15(b) of the Company Disclosure Schedule sets forth and for those which are a complete listPermitted Lien, as of the date of this Agreement(I) there are no written or oral subleases, of all of the existing Leases concessions or other contracts granting to any Person, Person other than the Company or any a Subsidiary of its Subsidiaries, any the Company the right to use or occupy, now occupy all or in the future, any portion of the any Leased Real Property. Each of the Leases is, in all material respects, valid, in full force Property and effect and enforceable against the Company (II) there are no outstanding options or the applicable Subsidiary party thereto. 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 Lease, and, to the knowledge of the Company, no event has occurred that with notice or lapse of time or both would constitute such a breach or default thereunder by the Company or any of its Subsidiaries or any other party thereto. To the knowledge of the Company, the Company or its applicable Subsidiary has adequate rights of ingress and egress into the first refusal to purchase all or a portion of such Leased Real Property.

Leased Real Property. Section 3.17(b)(i4.9(b) of the Company Disclosure Schedule sets forth a complete list, which is correct and complete in all material respects, of all of the leases and subleases (the “Company Leases”) and each leased and subleased parcel of real property in which the Company is a tenant, subtenant, landlord or sublandlord as of the date of this Agreement, of all of the existing leases, subleases or other agreements, and all amendments, if any, thereto Agreement (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”), and for each Company Lease indicates: (i) whether or not the consent of and/or notice to the landlord thereunder will be required in connection with the Contemplated Transactions; (ii) its term and any options to extend the term; (iii) the current rent payable (including with respect to all occupancy costs other than utilities); and (iv) the current amount of security deposit held by the landlord under each such Company Lease, the name of the lessor, the date of the Lease and each amendment thereto made as of the date of this Agreement. The Company has heretofore holds a valid and existing leasehold or subleasehold interest or landlord or sublandlord interest (as applicable) in the Company Leased Real Property under each of the Company Leases listed in Section 4.9(b) of the Disclosure Schedule. Sellers have made available to Parent Buyer true, correct and complete copies of each of the Company Leases, including, without limitation, all Leases (including all amendments, modifications, amendmentsside agreements, terminationsconsents, supplements, waivers subordination agreements and side letters thereto)guarantees executed or otherwise in force with respect to any Company Lease. The Company and/or its Subsidiaries have and own valid leasehold estates Except as set forth in the Leased Real Property, free and clear of all Liens other than Permitted Liens. Section 3.17(b)(ii4.9(b) of the Disclosure Schedule, with respect to each Company Disclosure Schedule sets forth a complete list, as Lease: (i) to the Knowledge of the date of this AgreementCompany, 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 of the Leased Real Property. Each of the Leases is, in all material respectsLease is legal, valid, binding, enforceable and in full force and effect effect; (ii) neither the Company nor, to the Knowledge of the Company, any other party to the Company Lease, is in any material respect in breach or default under the Company Lease, and enforceable against no event has occurred that, with notice or lapse of time, would constitute a breach or default in any material respect by the Company or permit termination, modification or acceleration under the applicable Subsidiary Company Lease by any other party thereto. Neither ; (iii) other than the Company nor any execution 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 Lease, and, to the knowledge of the Companythis Agreement by Sellers, no event has occurred that with notice or lapse of time or both would constitute such a breach or default thereunder by permit termination, modification or acceleration of the Company Lease or any trigger liquidated damages; (iv) the Company has performed and will continue to perform all of its Subsidiaries or any other party thereto. To obligations under the knowledge Company Lease; (v) the Company has not, and, to the Knowledge of the Company, no third party has, repudiated any provision of the Company Lease; (vi) there are no disputes, oral agreements or its applicable Subsidiary forbearance programs in effect as to the Company Lease that would be material to the Company; (vii) the Company Lease has adequate rights not been modified in any respect, except to the extent that such modifications are set forth in the documents previously made available to Buyer and set forth on Section 4.9(b) of ingress the Disclosure Schedule; and egress into (viii) the Leased Real PropertyCompany has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the Company Lease.

Leased Real Property. Section 3.17(b)(i) 3.17 of the Company Disclosure Schedule sets forth a complete listlist of the real property leased by the Company and each Company Subsidiary (the “Company Leases”). Each Lease Agreement relating to each Company Lease is valid, binding and enforceable in accordance with its terms, except to the extent that their enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and to general equitable principles, and the Company and/or any of its Subsidiaries, as the case may be, has a valid and binding leasehold interest in, and enjoys peaceful possession of, the real property for the full term of the date of this Agreement, of all Company Lease (including renewal periods). True and correct copies of the existing leasesLease Agreements have been made available to Parent and such Lease Agreements are unmodified and in full force and effect. There are no disputes, subleases or other oral agreements, or forbearance programs in effect as to the Company Leases and, other than the Lease Agreements, there are no other Contracts between the Company and all amendmentsany other Person or, if anyto the Knowledge of the Company, thereto (collectivelyby and among any other Persons, claiming an interest in the “interest of the Company in the real property subject to the Company Leases or otherwise relating to the use and occupancy of the real property subject to the Company Leases”) under which . There are no existing material defaults by the Company or any of its Subsidiaries uses under any Lease Agreement, and, to the Company’s Knowledge, no event has occurred that (with the giving of notice, lapse of time or occupies both) would constitute a material default by the Company or any of its Subsidiaries under any Lease Agreement. Neither the Company nor any of its Subsidiaries has the right to use assigned, transferred, conveyed, mortgaged, deeded in trust, or occupy, now or encumbered any interest in the future, leasehold or any real property (such property, the “Leased Real Property”) including with respect to each of its rights under any Company Lease, and the name of the lessor, the date of the Lease and leasehold estate created by each amendment thereto made as of the date of this Agreement. The Company has heretofore made available to Parent true, correct and complete copies of all Leases (including all modifications, amendments, terminations, supplements, waivers and side letters thereto). The Company and/or its Subsidiaries have and own valid leasehold estates in the Leased Real Property, such lease is free and clear of all Liens other than Permitted Liens. Section 3.17(b)(ii) of Neither the Company Disclosure Schedule sets forth a complete list, as of the date of this Agreement, of all of the existing Leases granting to any Person, other than the Company or nor any of its Subsidiaries, Subsidiaries is engaged in any right to use or occupy, now or in negotiation for the future, any reviewing of the Leased Real Property. Each of the Leases is, in all material respects, valid, in full force and effect and enforceable against the rent payable under any Company or the applicable Subsidiary party theretoLease. Neither the Company nor any of its Subsidiaries is in material breach of or default under, or has received written notice of owns any material 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 such a breach or default thereunder by the Company or any of its Subsidiaries or any other party thereto. To the knowledge of the Company, the Company or its applicable Subsidiary has adequate rights of ingress and egress into the Leased Real Propertyreal property.

Leased Real Property. Section 3.17(b)(i) All Real Property Leases are valid, binding and enforceable by and against the Company or the other applicable Debtor, and, to the Knowledge of the Company Disclosure Schedule sets forth a complete listCompany, as of the date of this Agreement, of all of the existing leases, subleases or other agreementsparties thereto and are in full force and effect, and all amendmentsno written notice to terminate, if anyin whole or part, thereto (collectively, the “Leases”) under which any of such Real Property Leases has been delivered to the Company or any of the other Debtors (nor, to the Knowledge of the Company, has there been any indication that any such notice of termination will be served). Other than as a result of the filing of the Chapter 11 Cases, neither the Company nor any of the other Debtors nor, to the Knowledge of the Company, any other party to any material Real Property Lease necessary for the operation of the Post-Effective Date Business is in default or breach in any material respect under the terms thereof. Other than as a result of the filing of the Chapter 11 Cases, no event has occurred that with or without the lapse of time or the giving of notice or both would constitute a breach or default in any material respect under any Real Property Lease necessary for the operation of the Post-Effective Date Business by any of the Debtors, or, to the Knowledge of the Company, any other party thereto. Each of the Debtors enjoys peaceful and undisturbed possession under all such Real Property Leases, other than Real Property Leases in respect of which the failure to enjoy peaceful and undisturbed possession would not reasonably be expected to materially interfere with its Subsidiaries uses or occupies or has the right ability to use or occupyconduct its business as currently conducted or, now individually or in the futureaggregate, any real property (such propertymaterially detract from the value of, the “Leased Real Property”) including with respect to each Leaseor, the name of the lessor, the date of the Lease and each amendment thereto made as of the date of this Agreement. The Company has heretofore made available to Parent true, correct and complete copies of all Leases (including all modifications, amendments, terminations, 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. Section 3.17(b)(ii) of the Company Disclosure Schedule sets forth a complete list, as of the date of this Agreement, 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 individually or in the futureaggregate, materially impair the use or operation of, any of the Leased Real Property. Each The Company and each of the Leases is, other Debtors that is either the tenant or licensee named under each Real Property Lease has a good and valid leasehold interest in all material respects, valid, in full force and effect and enforceable against each real property subject to a Real Property Lease. To the Company or the applicable Subsidiary party thereto. 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 Lease, and, to the knowledge Knowledge of the Company, no event has occurred that with notice there are not any pending, or lapse of time or both would constitute such a breach or default thereunder by the Company or threatened, condemnation proceedings related to any of its Subsidiaries or any other party thereto. To the knowledge of the Company, the Company or its applicable Subsidiary has adequate rights of ingress and egress into the Leased Real Property.

Leased Real Property. Section 3.17(b)(i4.17(b) of the Company Disclosure Schedule sets forth a complete listSchedules lists, as of the date of this Agreement, the address of all each Leased Real Property (other than temporary construction site offices relating to individual projects). The Company has made available to Plum true, correct and complete copies of the existing leasesContracts (including all modifications, subleases or other agreements, and all amendments, if anyguarantees, thereto (collectivelysupplements, the “Leases”waivers, extensions, renewals, side letters and other agreements with respect thereto) under pursuant to which the Company or any of its Subsidiaries uses use or occupies occupy (or has the right have been granted an option to use or occupy, now or in ) the future, any real property (such property, the “Leased Real Property”) including Property or is otherwise a party with respect to each Lease, the name of the lessor, the date of the Lease and each amendment thereto made as of the date of this Agreement. The Company has heretofore made available to Parent true, correct and complete copies of all Leases (including all modifications, amendments, terminations, 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. Section 3.17(b)(ii) of Property (the Company Disclosure Schedule sets forth a complete list, as of the date of this Agreement, 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 of the Leased Real Property“Leases”). Each of the Leases is, in all material respects, valid, Lease is in full force and effect and is a valid, legal and binding obligation of the Company or its Subsidiary that is a party thereto, enforceable in accordance with its terms against the Company or its Subsidiary (as applicable) and, to the applicable Subsidiary Company’s knowledge, each other party thereto, subject, in each case, to the Enforceability Exceptions. 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. Neither the Company nor its Subsidiaries has a sublease, license, or other Contract granting to any Person the right to use or occupy any Leased Real Property or any portion thereof. Neither the Company nor any of its Subsidiaries is in material breach of or default underor violation of, or has received written notice of any material breach of or default undernot in compliance with, any Lease, and, legal requirements applicable to the knowledge its occupancy of the CompanyLeased Real Property, and no event has occurred that or circumstance exists which, with notice or lapse the delivery of notice, the passage of time or both both, would constitute such a material breach or default thereunder under any Lease or would permit the termination of, or a material modification or acceleration thereof, by any party to any Lease. The Leased Real Property identified in Section 4.17(b) of the Company Disclosure Schedules, together with the Owned Real Property, comprises all of the real property used in, or otherwise related to, the business of the Company and its Subsidiaries. Neither the Company nor any of its Subsidiaries that is a party to a Lease has assigned, transferred, conveyed, mortgaged, deed in trust, encumbered, or collaterally assigned or granted any other security interest in any Lease or any other party thereto. To the knowledge of the Company, the Company or its applicable Subsidiary has adequate rights of ingress and egress into the Leased Real Propertyinterest therein.

Leased Real Property. Section 3.17(b)(i3.14(b) of the Company Disclosure Schedule sets forth Letter contains a true, correct and complete list, as of the date of this Agreementhereof, of all of the existing leases, subleases subleases, licenses or other agreements, and all amendments, if any, thereto (collectively, the “Leases”) under Contracts pursuant to which the Company or any of its Subsidiaries Group uses or occupies occupies, or has the right to use or occupy, now or in the future, any real property that provide for payments by the Company in excess of $1,000,000 per annum, excluding any Contract for the use of real property that is terminable by any party thereto without penalty on 90 days’ or less notice (such property, the “Leased Real Property”) including with respect to each Lease, the name of the lessor, the date of the Lease ,” and each amendment thereto made as of the date of this Agreementsuch lease, sublease, license or other agreement, a “Lease”). The Company has heretofore made available to Parent true, correct and complete copies of all Leases (including all material modifications, amendments, terminations, supplements, waivers amendments and side letters supplements thereto), and in the case of any oral Lease, a written summary of the material terms of such Lease. With respect to each Lease and except as would not have a Company Material Adverse Effect or materially and adversely affect the current use by the Company Group of the Leased Real Property, (i) to the Knowledge of the Company, there are no disputes with respect to such Lease; (ii) no Company Group Member has collaterally assigned or granted any other security 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 such Lease. The Company and/or or its Subsidiaries have and own has valid leasehold estates in the Leased Real Property, free and clear of all Liens (other than Permitted Liens. Section 3.17(b)(ii) of the Company Disclosure Schedule sets forth a complete list, as of the date of this Agreement, 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 of the Leased Real Property. Each of the Leases is, in all material respects, valid, in full force and effect and enforceable against the Company or the applicable Subsidiary party thereto). Neither the Company Group, nor to the Knowledge of the Company, any of its Subsidiaries other party to the Lease is in material breach of or default underpursuant to any Lease. Except as set forth in Section 3.14(b) of the Company Disclosure Letter, or with respect to each of the Leases: (A) each Company Group Member’s possession and quiet enjoyment of the Leased Real Property under such Lease has received written notice of not been disturbed; (B) neither the Company Group nor any material other party to the Lease is in breach of or default under, any under such Lease, and, to the knowledge Knowledge of the Company, no event has occurred that or circumstance exists which, with notice or lapse the delivery of notice, the passage of time or both both, would constitute such a breach or default thereunder by default, or permit the Company termination, modification or any acceleration of its Subsidiaries or any rent under such Lease; and (C) the other party thereto. To the knowledge of the Companyto such Lease is not an Affiliate of, and otherwise does not have any economic interest in, the Company or its applicable Subsidiary has adequate rights of ingress and egress into the Leased Real PropertyGroup.

Leased Real Property. Section 3.17(b)(i(i) of the Company Disclosure Schedule 3.13(c) sets forth a complete listall leases ("Real Property Leases") pursuant to which Facilities are leased by the Company, its Subsidiaries or Chroma (as lessee), true and correct copies of the date of this Agreement, of which have been delivered to Buyer. Such Real Property Leases constitute all of the existing leases, subleases or other agreementsoccupancy agreements pursuant to which the Company, its Subsidiaries or Chroma occupies or uses such Facilities. The Company, its Subsidiaries or Chroma, as the case may be, has a good and valid leasehold interest in, and enjoys peaceful and undisturbed possession of, all amendments, if any, thereto leased property described in such Real Property Leases (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”) including with respect to each Lease, the name of the lessor, the date of the Lease and each amendment thereto made as of the date of this Agreement. The Company has heretofore made available to Parent true, correct and complete copies of all Leases (including all modifications, amendments, terminations, 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 any and all Liens Encumbrances other than any Permitted LiensEncumbrances and the restrictions set forth in such Real Property Leases. Section 3.17(b)(iiWith respect to each such parcel of Leased Real Property (A) to the knowledge of the Company Disclosure Schedule sets forth a complete listCompany, as of the date of this Agreement, of all of the existing Leases granting there are no pending or threatened condemnation proceedings or Actions relating to 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 such Leased Real Property. Each , (B) none of the Leases isCompany, in all material respects, valid, in full force and effect and enforceable against the Company or the applicable Subsidiary party thereto. 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 Lease, andChroma nor, to the knowledge of the Company, no event any third party has occurred that with notice entered into any sublease, license, option, right, concession or lapse of time other agreement or both would constitute arrangement, written or oral, granting to any Person (other than the Company, its Subsidiaries and Chroma) the right to use or occupy such a breach or default thereunder by the Company Leased Real Property or any of its Subsidiaries portion thereof or any other party thereto. To interest therein and (C) to the knowledge of the Company, the Company there is no pending or its applicable Subsidiary has adequate rights of ingress and egress into the threatened material special assessment relating to such Leased Real PropertyProperty which the Company, its Subsidiaries or Chroma would be obligated to pay. Each leased Facility is supplied with utilities necessary for the operation of such Facility as currently operated.