Common use of Real Property Clause in Contracts

Real Property. (a) Section 3.7 of the Company Disclosure Schedules sets forth the address of each Leased Real Property, and a true, correct and complete list of all Leases to which the Company or any Subsidiary of the Company is a party (including all amendments, extensions, renewals, guaranties and other agreements with respect thereto) for such Leased Real Property (such Leases the “Material Leases”). With respect to each of the Material Leases: (i) such Lease is legal, valid, binding and in full force and effect and is Enforceable against the applicable Group Company party thereto, and, to the Knowledge of the Company, against each other party thereto, and no Group Company has subleased, licensed or otherwise granted any right to use or occupy the Leased Real Property or any portion thereof to a third party (other than Permitted Liens and other than the right of a Group Company’s customers, employees and services providers to use, occupy and access the Leased Real Property in the Ordinary Course of Business); (ii) the applicable Group Company’s possession and quiet enjoyment of the Leased Real Property under such Material Lease has not been disturbed in any manner that would materially affect the applicable Group Company’s use of such Leased Real Property and there are no material disputes with respect to such Material Lease; (iii) no Group Company is currently in material default under, nor has any event occurred or, to the Knowledge of the Company, does any circumstance exist that, with notice or lapse of time or both would constitute a material default by a Group Company under any Material Lease; (iv) to the Knowledge of the Company, no material default, event or circumstance exists that, with notice or lapse of time or both, would constitute a material default by any counterparty to any such Material Lease; (v) no security deposit or portion thereof deposited with respect such Material Lease has been applied in respect of a breach or default under such Material Lease which has not been redeposited in full; (vi) no Group Company owes any brokerage commissions or finder’s fees with respect to such Material Lease; (vii) the other party to such Material Lease is not an Affiliate of, and otherwise does not have any economic interest in, any Group Company; and (viii) no Group Company has collaterally assigned or granted any other security interest in such Material Lease or any interest therein. The Company has made available to the SPAC a true, correct and complete copy of all Material Leases. No Group Company owns fee title to any land.

Real Property. (a) Section 3.7 of the Company The Disclosure Schedules sets forth Schedule identifies the address of each leased real property of the Company (the “Leased Real Property, and ”). Seller has provided to Buyer a true, correct true and complete list copy of all Leases to which the Company or any Subsidiary of the Company is a party leases and subleases (including all amendments, extensions, renewals, guaranties Guarantees and other agreements Contracts with respect thereto) for each such Leased Real Property (such Leases the “Material Leases”), and in the case of any oral Lease, a written summary of the material terms of such Lease. With respect to each of the Material LeasesLeases except as disclosed pursuant to the Disclosure Schedule: (i) to the Knowledge of Company, such Lease is legal, valid, binding binding, enforceable and in full force and effect; (ii) the transactions set forth in this Agreement do not require the consent of any other Person to such Lease, or such consent has been obtained, shall 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 and is Enforceable against on identical terms following the applicable Group Company party thereto, and, to the Knowledge of the Company, against each other party thereto, and no Group Company has subleased, licensed or otherwise granted any right to use or occupy the Leased Real Property or any portion thereof to a third party (other than Permitted Liens and other than the right of a Group Company’s customers, employees and services providers to use, occupy and access the Leased Real Property in the Ordinary Course of Business)Closing; (iiiii) the applicable Group CompanySeller’s possession and quiet enjoyment of the Leased Real Property under such Material Lease has not been disturbed in any manner that would materially affect the applicable Group Company’s use of such Leased Real Property disturbed, and there are no material disputes with respect to such Material Lease; (iii) no Group Company is currently in material default under, nor has any event occurred or, to the Knowledge of the Company, does any circumstance exist that, with notice or lapse of time or both would constitute a material default by a Group Company under any Material Lease; (iv) to the Knowledge of the Company, and any other party to the Lease, is not in breach or default under such Lease, and no material default, event has occurred or circumstance exists thatwhich, with notice or lapse the delivery of notice, the passage of time or both, would constitute such a material default by any counterparty to any breach or default, or permit the termination, modification or acceleration of rent under such Material Lease; (v) no security deposit or portion thereof deposited with respect to such Material Lease has been applied in respect of a breach or default under such Material Lease which has not been redeposited in full; (vi) no Group the Company owes does not owe, or shall owe in the future, any brokerage commissions or finder’s fees with respect to such Material Lease; (vii) the other party to such Material Lease is not an Affiliate of, and otherwise does not have any economic interest in, any Group the Company; and (viii) no Group the Company has not subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property or any portion thereof; (ix) the Company has not collaterally assigned or granted any other security interest in such Material Lease or any interest therein; (x) there are no Liens on the estate or interest created by such Lease; and (xi) to the Knowledge of Company, all buildings, structures, improvements, fixtures, building systems and equipment, and all components thereof, included in the applicable Leased Real Property are in good condition and repair (reasonable wear and tear excepted). The Company does not own any real property, nor has made available to the SPAC a true, correct and complete copy of all Material Leases. No Group Company owns fee title to it ever owned any landreal property.

Real Property. Neither the Company nor any of its Subsidiaries owns any real property. Schedule 3(y) contains a complete and correct list of all the real property, facilities and fixtures that (ai) Section 3.7 are leased or, in the case of fixtures, otherwise owned or possessed by the Company or any of its Subsidiaries, (ii) in connection with which the Company or any of its Subsidiaries has entered into an option agreement, participation agreement or acquisition agreement or (iii) the Company or any of its Subsidiaries has agreed to lease or otherwise acquire or may be obligated to lease or otherwise acquire in connection with the conduct of its business (collectively, including any of the foregoing acquired after the date of this Agreement, the “Real Property”), which list identifies all of the Real Property and specifies which of the Company Disclosure Schedules sets forth and its Subsidiaries leases, owns or possesses each item of the address of each Leased Real Property, . Schedule 3(y) also contains a complete and a true, correct and complete list of all Leases leases and other agreements with respect to which the Company or any Subsidiary of the Company its Subsidiaries is a party (including all amendments, extensions, renewals, guaranties and other agreements or otherwise bound or affected with respect thereto) for such Leased to the Real Property, except master leases affiliated with any sub leases, easements, rights of way, access agreements, surface damage agreements, surface use agreements or similar agreements that pertain to Real Property that is contained wholly within the boundaries of any leased Real Property otherwise described on Schedule 3(y) (such Leases the “Material Real Property Leases”). With respect to each Except as set forth in Schedule 3(y), all of the Material Leases: (i) such Lease is legal, valid, binding Real Property Leases are valid and in full force and effect and is Enforceable are enforceable against all parties thereto. Except as set forth in Schedule 3(y), neither the applicable Group Company party thereto, andnor any of its Subsidiaries nor, to the Knowledge of the Company’s Knowledge, against each any other party thereto, thereto is in default in any material respect under any of such Real Property Leases and no Group Company event has subleased, licensed or otherwise granted any right to use or occupy occurred which with the Leased Real Property or any portion thereof to a third party (other than Permitted Liens and other than the right giving of a Group Company’s customers, employees and services providers to use, occupy and access the Leased Real Property in the Ordinary Course of Business); (ii) the applicable Group Company’s possession and quiet enjoyment of the Leased Real Property under such Material Lease has not been disturbed in any manner that would materially affect the applicable Group Company’s use of such Leased Real Property and there are no material disputes with respect to such Material Lease; (iii) no Group Company is currently in material default under, nor has any event occurred or, to the Knowledge of the Company, does any circumstance exist that, with notice or lapse the passage of time or both would constitute a material default by a Group Company under under, or otherwise give any Material Lease; (iv) party the right to terminate, any of such Real Property Leases, or could adversely affect the Company’s or any of its Subsidiaries’ interest in and title to the Knowledge of the Company, no material default, event or circumstance exists that, with notice or lapse of time or both, would constitute a material default by any counterparty Real Property subject to any of such Material Lease; (v) no security deposit or portion thereof deposited with respect such Material Lease has been applied in respect of a breach or default under such Material Lease which has not been redeposited in full; (vi) no Group Company owes any brokerage commissions or finder’s fees with respect to such Material Lease; (vii) the other party to such Material Lease is not an Affiliate of, and otherwise does not have any economic interest in, any Group Company; and (viii) no Group Company has collaterally assigned or granted any other security interest in such Material Lease or any interest therein. The Company has made available to the SPAC a true, correct and complete copy of all Material Real Property Leases. No Group Company owns fee title Real Property Lease is subject to any landtermination, modification or acceleration as a result of the transactions contemplated hereby.

Real Property. (aNo Group Company owns or has legal or equitable title, leasehold interest or other right or interest in any real property other than as held pursuant to Leases. Section 3.20(ii) Section 3.7 of the Company Disclosure Schedules Schedule sets forth each leasehold interest pursuant to which any Group Company holds any real property (a “Lease”), indicating the parties to such Lease, the address of each Leased Real Propertythe property demised under the Lease, the rent payable under the Lease and a true, correct and complete list of all Leases to which the Company or any Subsidiary term of the Company is a party (including all amendments, extensions, renewals, guaranties Lease. The particulars of the Leases as set forth in Section 3.20(ii) of the Disclosure Schedule are true and other agreements complete. Each Lease constitutes the entire agreement with respect thereto) for such Leased Real Property (such Leases to the “Material Leases”)property demised thereunder. With respect to each To the Knowledge of the Material Leases: (i) such Warrantors, the lessor under each Lease is legalqualified and has obtained all Consents necessary to enter into such Lease, validincluding any Consents required from the owner of the property demised pursuant to the Lease if the lessor is not such owner. There is no claim asserted against any Group Company, binding and in full force and effect and is Enforceable against the applicable Group Company party thereto, and, or to the Knowledge of the CompanyWarrantors, there is no claim asserted against each other party thereto, and no the relevant lessor or threatened by any Person against any Group Company has subleasedor the relevant lessor regarding the lessor’s ownership of the property demised pursuant to each Lease. Each Lease is in compliance with all applicable Laws, licensed or otherwise granted any right including with respect to use or occupy the Leased Real Property or any portion thereof to a third party (other than Permitted Liens ownership and other than the right operation of a Group Company’s customers, employees property and services providers to use, occupy and access the Leased Real Property in the Ordinary Course conduct of Business); (ii) business as now conducted by the applicable Group Company’s Company which is a party to such Lease. Each Group Company which is party to a Lease has accepted possession and quiet enjoyment of the Leased Real Property under such Material property demised pursuant to the Lease and is in actual possession thereof and has not been disturbed sublet, assigned or hypothecated its leasehold interest. No Group Company uses any real property in any manner that would materially affect the applicable conduct of its business except insofar as it has secured a Lease with respect thereto. The leasehold interests under the Leases held by each Group Company’s use Company are adequate for the conduct of the business of such Leased Real Property and there are no material disputes with respect to such Material Lease; (iii) no Group Company is as currently in material default under, nor has any event occurred conducted and as proposed to be conducted. There exists no pending or, to the Knowledge of the CompanyWarrantors, does any circumstance exist thatthreatened condemnation, confiscation, eminent domain proceeding, dispute, claim, demand or similar proceeding with notice respect to, or lapse which could materially and adversely affect, the continued use and enjoyment of time or both would constitute a material default by a Group Company under any Material Lease; (iv) to such leasehold interests. To the Knowledge of the CompanyWarrantors, there are no material defaultcircumstances that would entitle any Governmental Authority or other Person to take possession or otherwise restrict use, event possession or circumstance exists that, with notice or lapse occupation of time or both, would constitute a material default by any counterparty property subject to any such Material Lease; (v) no security deposit or portion thereof deposited Leases. The use and operation of the real properties subject to the Leases by the Group Companies is in compliance with respect such Material Lease all applicable Laws, including, without limitation, all applicable building codes, environmental, zoning, subdivision, and land use laws. None of the Group Companies has been applied in respect received notice from any Governmental Authority advising it of a breach violation (or default under an alleged violation) of any such Material Lease which has not been redeposited in full; (vi) no Group Company owes any brokerage commissions laws or finder’s fees with respect to such Material Lease; (vii) the other party to such Material Lease is not an Affiliate of, and otherwise does not have any economic interest in, any Group Company; and (viii) no Group Company has collaterally assigned or granted any other security interest in such Material Lease or any interest therein. The Company has made available to the SPAC a true, correct and complete copy of all Material Leases. No Group Company owns fee title to any landregulations.

Real Property. (a) Section 3.7 6.12 of the Company Disclosure Schedules sets forth the address and description of each parcel of Owned Real Property and Leased Real Property, and a true, correct and complete list of all Leases to which the Company or any Subsidiary of the Company is a party (including all amendments, extensions, renewals, guaranties and other agreements with respect thereto) for such Leased Real Property (such Leases the “Material Leases”). With respect to each parcel of the Material LeasesOwned Real Property, and except for Permitted Encumbrances: (i) such Lease is legalthe Company or one of its Subsidiaries has good and marketable fee simple title, validfree and clear of all Liens; (ii) during the last twelve months, binding and in full force and effect and is Enforceable against neither the applicable Group Company party thereto, and, to the Knowledge nor any of the Company, against each other party thereto, and no Group Company its Subsidiaries has subleased, licensed leased or otherwise granted to any Person the right to use or occupy the Leased such Owned Real Property or any portion thereof; (iii) there are no outstanding options, rights of first offer or rights of first refusal to purchase such Owned Real Property or any portion thereof to a third party (other than Permitted Liens and other than the right of a Group Company’s customers, employees and services providers to use, occupy and access the Leased Real Property in the Ordinary Course of Business)or interest therein; (iiiv) the applicable Group Company’s possession and quiet enjoyment of the Leased Real Property under such Material Lease has not been disturbed in any manner that would materially affect the applicable Group Company’s use of such Leased Real Property and there are no material disputes with respect to such Material Lease; (iii) no Group Company is currently in material default under, nor has any event occurred pending or, to the Knowledge of the CompanySellers, does any circumstance exist thatthreatened condemnation or expropriation proceedings, with notice lawsuits or lapse of time or both would constitute a material default by a Group Company under any Material Lease; (iv) administrative actions relating to the Knowledge of Owned Real Property or other legal matters affecting adversely, in any material respect, the Companycurrent use, no material default, event occupancy or circumstance exists that, with notice or lapse of time or both, would constitute a material default by any counterparty to any such Material Leasevalue thereof; (v) no security deposit the Owned Real Property has received all Permits required in connection with the occupation or portion operation thereof deposited with respect such Material Lease as presently occupied and operated and has been applied operated and maintained in respect of accordance with applicable Laws, except for such Permits that, the failure to obtain, would not reasonably be expected to, individually or in the aggregate have a breach or default under such Material Lease which has not been redeposited in fullAdverse Effect; (vi) there are no Group material improvements necessary to use any Owned Real Property to conduct the business of the Company owes any brokerage commissions or finder’s fees with respect to such Material Leaseand its Subsidiaries as it is currently being conducted; (vii) there are no leases, subleases, licenses, concessions or other agreements, written or oral, granting to any party or parties the other party to such Material Lease is not an Affiliate of, and otherwise does not have right of use or occupancy of any economic interest in, any Group Companyportion of the Owned Real Property; and (viii) no Group all Owned Real Property is supplied with utilities and other services necessary for the operation of the facilities thereon, including gas, electricity, water, telephone, sanitary sewer and storm sewer, all of which services are adequate to conduct the business of the Company has collaterally assigned or granted any other security interest in such Material Lease or any interest therein. The Company has made available to the SPAC a true, correct and complete copy of all Material Leases. No Group Company owns fee title to any landits Subsidiaries as it is currently being conducted.

Real Property. From and after the date hereof through the Closing Date, (a) Section 3.7 H&H Group shall, and shall cause Seller, the Company and the Sold Subsidiaries to, use commercially reasonable efforts to maintain the Real Property in substantially the same or better condition as existed on the date of this Agreement, ordinary wear and tear excepted, and shall not demolish, alter or remove any of the Company Disclosure Schedules sets forth existing improvements or erect new improvements on the address of each Leased Real Property, and a true, correct and complete list of all Leases to which the Company or any Subsidiary of the Company is a party (including all amendments, extensions, renewals, guaranties and other agreements with respect thereto) for such Leased Real Property (such Leases the “Material Leases”). With respect to each of the Material Leases: (i) such Lease is legal, valid, binding and in full force and effect and is Enforceable against the applicable Group Company party thereto, and, to the Knowledge of the Company, against each other party thereto, and no Group Company has subleased, licensed or otherwise granted any right to use or occupy the Leased Real Property or any portion thereof thereof, without the prior written consent of Buyer and (b) H&H Group shall, and shall cause Newco, the Company and the Sold Subsidiaries to, reasonably cooperate with Buyer in seeking to obtain a third party title commitment from Chicago Title Insurance Company for an ALTA 2006 Form of owner's title policy showing title to each Owned Real Property, an ALTA/ACSM Land Title Survey of each Owned Real Property prepared by a surveyor duly licensed in the state where such Owned Real Property is located and a current zoning report from a nationally-recognized zoning information services provider with respect to each Owned Real Property; provided, however, that, with respect to the foregoing subsection (b) of this Section 6.09, H&H Group's, Seller's, Newco's, the Company's and the Sold Subsidiaries' obligations thereunder shall be at the sole cost and expense of Buyer (other than Permitted Liens and other than the right of a Group Company’s customers, employees and services providers to use, occupy and access the Leased Real Property in the Ordinary Course of Business); (ii) the applicable Group Company’s possession and quiet enjoyment of the Leased Real Property under such Material Lease has not been disturbed in any manner that would materially affect the applicable Group Company’s use of such Leased Real Property and there are no material disputes with respect to such Material Leaseany action taken at Seller's election to satisfy the condition set forth in Section 2.01(h)(i)); (iii) no Group Company is currently in material default underprovided, nor has any event occurred orfurther, that other than to the Knowledge extent elected by Seller in order to satisfy the condition set forth in Section 2.01(h)(i), none of none of H&H Group, Seller, the CompanyCompany nor the Sold Subsidiaries shall be required in connection with the issuance of any such title insurance commitment or policy to indemnify any title insurance company or its agents, does or any circumstance exist thatescrow, closing or settlement company or agent or closing attorney in any so-called owner's affidavit or ALTA statement or in connection with notice any representations or lapse statements set forth therein. Without limiting the obligations of time or both would constitute a material default by a Group H&H Group, Seller, Newco, the Company and the Sold Subsidiaries under any Material Lease; (iv) Section 6.09(b), and subject to the Knowledge provisions of Section 2.01(h)(i), Buyer hereby acknowledges and agrees that Buyer's obligation to consummate the Companytransactions contemplated by this Agreement shall in no way be conditioned on, no material defaultor subject to, event the preparation or circumstance exists that, with notice or lapse delivery of time or both, would constitute a material default by any counterparty to any such Material Lease; (v) no security deposit title commitment, survey or portion thereof deposited with respect such Material Lease has been applied in respect of a breach or default under such Material Lease which has not been redeposited in full; (vi) no Group Company owes any brokerage commissions or finder’s fees with respect to such Material Lease; (vii) the other party to such Material Lease is not an Affiliate of, and otherwise does not have any economic interest in, any Group Company; and (viii) no Group Company has collaterally assigned or granted any other security interest in such Material Lease or any interest therein. The Company has made available to the SPAC a true, correct and complete copy of all Material Leases. No Group Company owns fee title to any landzoning report.

Real Property. Except as has not and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect and with respect to clauses (a) Section 3.7 and (b), except with respect to any of Parent’s Oil and Gas Properties, (a) Parent and its Subsidiaries hold (i) good, valid and marketable title to all material real property owned by Parent or any of its Subsidiaries (collectively, including the Company Disclosure Schedules sets forth improvements thereon, the address “Parent Owned Real Property”), free and clear of each all Encumbrances, except Permitted Encumbrances; and (ii) valid title to the leasehold estates (whether as tenant or subtenant) and valid interests in all licenses or occupancy agreements to license or otherwise occupy (whether as tenant, subtenant, licensee or occupant) all real property leased, subleased, licensed, or otherwise occupied by Parent and its Subsidiaries (collectively, including the improvements thereon, the “Parent Leased Real Property”), free and a true, correct and complete list clear of all Leases to Encumbrances, except Permitted Encumbrances; (b) each agreement under which the Company Parent or any Subsidiary of Parent is the Company is a party (including all amendmentslandlord, extensionssublandlord, renewalstenant, guaranties and other agreements subtenant, licensor, licensee, or occupant with respect thereto) for such to the Parent Leased Real Property (such Leases the each, a “Material LeasesParent Real Property Lease”). With respect to each of the Material Leases: (i) such Lease is legal, valid, binding and in full force and effect and is Enforceable valid and enforceable against the applicable Group Company party thereto, Parent or such Subsidiary and, to the Knowledge knowledge of Parent, the Companyother parties thereto, against each in accordance with its terms, subject, as to enforceability, to Creditors’ Rights, and neither Parent nor any of its Subsidiaries, or to the knowledge of Parent, any other party thereto, and no Group Company has subleased, licensed received written notice of any default by Parent or otherwise granted its Subsidiaries under any right to use or occupy the Leased Parent Real Property Lease which remains uncured as of the date of this Agreement; and (c) as of the date of this Agreement, to the knowledge of Parent, there does not exist any notice or request from any Governmental Entity delivered to Parent or any portion thereof of its Subsidiaries requiring any construction work or alterations to a third party (other than Permitted Liens and other than the right cure any violation of a Group Company’s customers, employees and services providers to use, occupy and access the Leased Real Property in the Ordinary Course applicable Law by Parent or any of Business); (ii) the applicable Group Company’s possession and quiet enjoyment its Subsidiaries which remains uncured as of the Leased Real Property under such Material Lease has not been disturbed in date of this Agreement nor, any manner that would materially affect the applicable Group Company’s use of such Leased Real Property and there are no material disputes with respect to such Material Lease; (iii) no Group Company is currently in material default under, nor has any event occurred pending or, to the Knowledge knowledge of the CompanyParent, does any circumstance exist thatthreatened, with notice condemnation or lapse of time or both would constitute a material default by a Group Company under any Material Lease; (iv) to the Knowledge of the Company, no material default, event or circumstance exists that, with notice or lapse of time or both, would constitute a material default by any counterparty to any such Material Lease; (v) no security deposit or portion thereof deposited with respect such Material Lease has been applied in respect of a breach or default under such Material Lease which has not been redeposited in full; (vi) no Group Company owes any brokerage commissions or finder’s fees eminent domain Proceedings with respect to any of the Parent’s Oil and Gas Properties, Parent Owned Real Property or Parent Leased Real Property. Each of Parent and its Subsidiaries holds such Parent Owned Real Property and Parent Leased Real Property as are sufficient to conduct its business as presently conducted, except as has not and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Lease; (vii) the other party to such Material Lease is not an Affiliate of, and otherwise does not have any economic interest in, any Group Company; and (viii) no Group Company has collaterally assigned or granted any other security interest in such Material Lease or any interest therein. The Company has made available to the SPAC a true, correct and complete copy of all Material Leases. No Group Company owns fee title to any landAdverse Effect.

Real Property. (aSchedule 4(u) Section 3.7 of the Company Disclosure Schedules sets forth the address of each leased real property of the Company (the “Leased Real Property”), and a true, correct true and complete list of all Leases to which the Company or any Subsidiary of the Company is a party leases (including all amendments, extensions, renewals, guaranties Guarantees and other agreements Contracts with respect thereto) for each such Leased Real Property (including the date and name of the parties to such Leases lease or license document) (the “Material Leases”). Seller has delivered to Buyer a true and complete copy of each Lease, and in the case of any oral Lease, a written summary of the material terms of such Lease. With respect to each of the Material Leases: (i) such Lease is legal, valid, binding binding, enforceable and in full force and effect; (ii) the transactions set forth in this Agreement do not require the consent of any other Person to such Lease, or such consent has been obtained, shall 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 and is Enforceable against on identical terms following the applicable Group Company party thereto, and, to the Knowledge of the Company, against each other party thereto, and no Group Company has subleased, licensed or otherwise granted any right to use or occupy the Leased Real Property or any portion thereof to a third party (other than Permitted Liens and other than the right of a Group Company’s customers, employees and services providers to use, occupy and access the Leased Real Property in the Ordinary Course of Business)Closing; (iiiii) the applicable Group Company’s possession and quiet enjoyment of the Leased Real Property under such Material Lease has not been disturbed in any manner that would materially affect the applicable Group Company’s use of such Leased Real Property disturbed, and there are no material disputes with respect to such Material Lease; (iii) no Group Company is currently in material default under, nor has any event occurred or, to the Knowledge of the Company, does any circumstance exist that, with notice or lapse of time or both would constitute a material default by a Group Company under any Material Lease; (iv) to the Knowledge of the Company, and any other party to the Lease, is not in breach or default under such Lease, and no material default, event has occurred or circumstance exists thatwhich, with notice or lapse the delivery of notice, the passage of time or both, would constitute such a material default by any counterparty to any breach or default, or permit the termination, modification or acceleration of rent under such Material Lease; (v) no security deposit or portion thereof deposited with respect to such Material Lease has been applied in respect of a breach or default under such Material Lease which has not been redeposited in full; (vi) no Group the Company owes does not owe, or shall not owe in the future, any brokerage commissions or finder’s fees with respect to such Material Lease; (vii) the other party to such Material Lease is not an Affiliate of, and otherwise does not have any economic interest in, any Group the Company; and (viii) no Group the Company has not subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property or any portion thereof; (ix) the Company has not collaterally assigned or granted any other security interest in such Material Lease or any interest therein; (x) there are no Liens on the estate or interest created by such Lease; and (xi) all buildings, structures, improvements, fixtures, building systems and equipment, and all components thereof, included in the applicable Leased Real Property are in good condition and repair (fair wear and tear excepted). The Company does not own any real property, nor has made available to the SPAC a true, correct and complete copy of all Material Leases. No Group Company owns fee title to it ever owned any landreal property.

Real Property. (ai) Section 3.7 of the Company Disclosure Schedules sets forth the address of each Leased Real Property, Leases. Schedule 6(dd) annexed hereto contains a complete and a true, correct and complete list of all Leases real estate leases (the "Leases") pursuant to which the Company or any the Subsidiary occupies or uses real property 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 Company is a party (including all amendments, extensions, renewals, guaranties and other agreements with respect thereto) for such Leased Real Property (such Leases the “Material Leases”). With respect to each of the Material Leases: (i) such Each Lease is legal, valid, binding binding, enforceable, and in full force and effect effect, except as may be limited by bankruptcy, insolvency, reorganization and is Enforceable against similar Applicable Laws affecting creditors generally and by the applicable Group availability of equitable remedies. Neither the Company party thereto, and, to or the Knowledge Subsidiary nor the landlord under any of the CompanyLeases is (or upon the consummation of the transactions contemplated hereby, against each other party theretowill be) in default, violation or breach in any respect under any Lease, and no Group Company event has subleased, licensed or otherwise granted any right to use or occupy the Leased Real Property or any portion thereof to a third party (other than Permitted Liens occurred and other than the right of a Group Company’s customers, employees and services providers to use, occupy and access the Leased Real Property in the Ordinary Course of Business); (ii) the applicable Group Company’s possession and quiet enjoyment of the Leased Real Property under such Material Lease has not been disturbed in any manner is continuing that would materially affect the applicable Group Company’s use of such Leased Real Property and there are no material disputes with respect to such Material Lease; (iii) no Group Company is currently in material default under, nor has any event occurred constitutes or, to the Knowledge of the Company, does any circumstance exist that, with notice or lapse of time or both would constitute a material default by a Group Company under any Material Lease; (iv) to the Knowledge of the Company, no material default, event or circumstance exists that, with notice or lapse passage of time or both, would constitute a material default 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 the Subsidiary. Each Lease grants the tenant under the Lease the exclusive right to use and occupy the demised premises thereunder. Each of the Company and the Subsidiary, as the case may be, has good and valid title to the leasehold estate under each Lease free and clear of all liens created by the Company or the Subsidiary, as the case may be. Each of the Company and the Subsidiary, as the case may be, enjoys peaceful and undisturbed possession under its respective Leases for the leased real property. Except as set forth on Schedule 6(dd) annexed hereto, no consent is required by any counterparty to landlord, lessor, ground lessor, mortgagee, or other party holding any such Material Lease; (v) no security deposit interest in connection with or portion thereof deposited with respect such Material Lease has been applied in respect of a breach or default under such Material Lease which has not been redeposited in full; (vi) no Group Company owes any brokerage commissions or finder’s fees with respect to such Material Lease; (vii) of the other party to such Material Lease is not an Affiliate ofLeases, and otherwise does not have any economic interest in, any Group Company; and (viii) no Group Company has collaterally assigned or granted any other security interest in such Material Lease or any interest therein. The Company has made available to by virtue of the SPAC a true, correct and complete copy of all Material Leases. No Group Company owns fee title to any landtransactions contemplated hereby.

Real Property. (a) Section 3.7 of the Company Disclosure Schedules sets forth the address of each Leased Real Property, and a true, correct and complete list of all Leases to which the Company or any Subsidiary of the Company is a party (including all amendments, extensions, renewals, guaranties and other agreements with respect thereto) for such Leased Real Property (such Leases the “Material Leases”). With respect to each such parcel of the Material LeasesOwned Real Property: (i) such Lease is legal, valid, binding the Contributor has good and in full force and effect and is Enforceable against the applicable Group Company party thereto, and, marketable title to the Knowledge Owned Real Property, free and clear of the Company, against each other party thereto, and no Group Company has subleased, licensed or otherwise granted any right to use or occupy the Leased Real Property or any portion thereof to a third party (other than Liens except for Permitted Liens and other than the right of a Group Company’s customers, employees and services providers to use, occupy and access the Leased Real Property in the Ordinary Course of Business)Liens; (ii) the applicable Group Company’s possession and quiet enjoyment of the Leased Real Property under such Material Lease has not been disturbed in any manner that would materially affect the applicable Group Company’s use of such Leased Real Property and there are no material disputes with respect to such Material Lease; (iii) no Group Company is currently in material default under, nor has any event occurred pending or, to the Knowledge of the CompanyContributor, threatened, condemnation proceedings, lawsuits or administrative actions relating to the Owned Real Property; (iii) the legal description for Owned Real Property contained in the deed thereof describes such Owned Real Property fully and adequately, the buildings and improvements are located within the boundary lines of the described parcels of land, are not in violation of applicable setback requirements, zoning laws and ordinances (and none of the Owned Real Property or buildings or improvements thereon are subject to “permitted non-conforming use” or “permitted non-conforming structure” classification), and do not encroach on any easement that may burden the land, and the land does not serve any circumstance exist thatadjoining property for any purpose inconsistent with the use of the land, except as is set forth on Section 2.13 of the Disclosure Schedule, the property is not located within any flood plain or subject to any similar type restriction for which any material Assigned Licenses have not been obtained and access to the property is provided by paved public right of way with notice or lapse of time or both would constitute a material default by a Group Company under any Material Leaseadequate curb cuts available; (iv) to all facilities have received all approvals of Governmental or Regulatory Authorities (including Licenses) required in connection with the Knowledge of the Company, no material default, event ownership or circumstance exists that, operation thereof and have been operated and maintained in accordance with notice or lapse of time or both, would constitute a material default by any counterparty to any such Material Leaseapplicable Laws; (v) except as set forth in Section 2.13 of the Disclosure Schedule, there are no security deposit leases, subleases, Licenses, concessions, easements, servitudes, rights-of-way, encumbrances or other Contracts granting to any party or parties the right of use or occupancy of any portion thereof deposited with respect such Material Lease has been applied in respect of a breach or default under such Material Lease which has not been redeposited in fullthe Owned Real Property; (vi) no Group Company owes neither the leases, subleases, Licenses, concessions, easements, servitudes, rights-of-way, encumbrances or Contracts set forth in Section 2.13 of the Disclosure Schedule nor the enforcement of any brokerage commissions rights thereunder by any party thereto have or findermay have a material adverse impact on the Acquiror’s fees ability to continue to operate the Owned Real Property as a refinery in the same manner as the Contributor has operated the same prior to the Closing Date and (vii) with respect to such Material Lease; (vii) the other party to such Material Lease is not an Affiliate easements, licenses and rights-of-way comprising the Owned Real Property, the Contributor has good and otherwise does not have any economic interest in, any Group Company; and (viii) no Group Company has collaterally assigned or granted any other security interest in such Material Lease or any interest therein. The Company has made available to the SPAC a true, correct and complete copy of all Material Leases. No Group Company owns fee marketable title to any landor interests therein sufficient to enable the Acquiror to use and operate the Contributed Assets in a reasonable and customary manner, free and clear of Liens except Permitted Liens.

Real Property. (a) Section 3.7 of the Company Disclosure Schedules Schedule 5.20 (all sets forth the address of each leased real property of Seller (the “Leased Real Property”), and a true, correct true and complete list of all Leases to which the Company or any Subsidiary of the Company is a party leases (including all amendments, extensions, renewals, guaranties Guarantees and other agreements Contracts with respect thereto) for each such Leased Real Property (including the date and name of the parties to such Leases lease or license document) (the “Material Leases”). Seller has delivered to Buyer a true and complete copy of each Lease, and in the case of any oral Lease, a written summary of the material terms of such Lease. With respect to each of the Material Leases: (i) such Lease is legal, valid, binding binding, enforceable and in full force and effect; (ii) the transactions set forth in this Agreement do not require the consent of any other Person to such Lease, or such consent has been obtained, shall 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 and is Enforceable against on identical terms following the applicable Group Company party thereto, and, to the Knowledge of the Company, against each other party thereto, and no Group Company has subleased, licensed or otherwise granted any right to use or occupy the Leased Real Property or any portion thereof to a third party (other than Permitted Liens and other than the right of a Group Company’s customers, employees and services providers to use, occupy and access the Leased Real Property in the Ordinary Course of Business)Closing; (iiiii) the applicable Group CompanySeller’s possession and quiet enjoyment of the Leased Real Property under such Material Lease has not been disturbed in any manner that would materially affect the applicable Group Company’s use of such Leased Real Property disturbed, and there are no material disputes with respect to such Material Lease; (iii) no Group Company is currently in material default under, nor has any event occurred or, to the Knowledge of the Company, does any circumstance exist that, with notice or lapse of time or both would constitute a material default by a Group Company under any Material Lease; (iv) Seller, and to Seller’s Knowledge any other party to the Knowledge of the CompanyLease, is not in breach or default under such Lease, and no material default, event has occurred or circumstance exists thatwhich, with notice or lapse the delivery of notice, the passage of time or both, would constitute such a material default by any counterparty to any breach or default, or permit the termination, modification or acceleration of rent under such Material Lease; (v) no security deposit or portion thereof deposited with respect to such Material Lease has been applied in respect of a breach or default under such Material Lease which has not been redeposited in full; (vi) no Group Company owes Seller does not owe, or shall owe in the future, any brokerage commissions or finder’s fees with respect to such Material Lease; (vii) the other party to such Material Lease is not an Affiliate of, and otherwise does not have any economic interest in, any Group CompanySeller; and (viii) no Group Company Seller has not subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property or any portion thereof; (ix) Seller has not collaterally assigned or granted any other security interest in such Material Lease or any interest therein. The Company has made available to ; (x) there are no Liens on the SPAC a trueestate or interest created by such Lease; and (xi) all buildings, correct structures, improvements, fixtures, building systems and complete copy equipment, and all components thereof, included in the applicable Leased Real Property are in good condition and repair (fair wear and tear excepted) and sufficient for the operation of all Material Leases. No Group Company owns fee title to any landthe Focus Factor Business as conducted thereon.

Real Property. (a) Section 3.7 of the The Company Disclosure Schedules has never and currently does not own any real property. Schedule 2.13 sets forth the address of each Leased Real Property, and a true, correct and complete list of all Leases to which real property and interests in real property leased or subleased by the Company as lessee and that relates to or any Subsidiary is used in connection with the Business (individually, a “Company Property” and collectively as the “Company Properties”) and identifies for each lease of Company Property (individually, a “Lease” and, collectively, the “Leases”) the parties thereto, the address of the property subject thereto (where available), the rent payable thereunder, the terms of any renewal options, the substance of any amendments or modifications thereto and any reciprocal easement or operating agreements relating thereto. The Company is has a party (including good, marketable and valid leasehold interest in each Company Property, subject only to Permitted Liens. The Company has previously made available to Buyer and/or its counsel true, correct and complete copies of each Lease, together with all amendments, extensionsmodifications, renewalssupplements, guaranties waivers and other agreements with respect side letters related thereto) for such Leased Real Property (such Leases the “Material Leases”). With respect to each of the Material LeasesLease: (i) such the Lease is legal, valid, binding binding, enforceable and in full force and effect and effect; (ii) none of the Company or, to the knowledge of the Company, any other party to the Lease is Enforceable against the applicable Group Company party thereto, in breach or default thereunder and, to the Knowledge of the Company, against each other party thereto, and no Group Company has subleased, licensed or otherwise granted any right to use or occupy the Leased Real Property or any portion thereof to a third party (other than Permitted Liens and other than the right of a Group Company’s customers, employees and services providers to use, occupy and access the Leased Real Property in the Ordinary Course of Business); (ii) the applicable Group Company’s possession and quiet enjoyment of the Leased Real Property under such Material Lease has not been disturbed in any manner that would materially affect the applicable Group Company’s use of such Leased Real Property and there are no material disputes with respect to such Material Lease; (iii) no Group Company is currently in material default under, nor has any event occurred or, to the Knowledge of the Company, does any circumstance exist that, with notice or lapse of time or both would constitute a material default by a Group Company under any Material Lease; (iv) to the Knowledge knowledge of the Company, no material default, event or circumstance exists thathas occurred which, with notice or lapse of time or both, would constitute such a material breach or default by or permit termination, modification or acceleration under the Lease; (iii) no party to the Lease has repudiated any counterparty provision thereof; (iv) there are no disputes, oral agreements or forbearance programs in effect as to any such Material the Lease; (v) no security deposit or portion thereof deposited with respect such Material the Lease has been applied in respect of a breach or default under such Material Lease which has not been redeposited modified in fullany respect, except to the extent that such modifications are disclosed by the documents made available to Buyer; (vi) no Group the Company owes has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any brokerage commissions or finder’s fees with respect to such Material interest in the Lease; and (vii) the other party Lease covers the entire estate it purports to such Material Lease is not an Affiliate of, and otherwise does not have any economic interest in, any Group Company; and (viii) no Group Company has collaterally assigned or granted any other security interest in such Material Lease or any interest therein. The Company has made available to the SPAC a true, correct and complete copy of all Material Leases. No Group Company owns fee title to any landcover.

Real Property. (aNeither the Company nor any of its Subsidiaries owns any real property. Section 4.1(r) Section 3.7 of the Company Disclosure Schedules sets forth the address of each Leased Real Property, and Letter contains a true, correct and complete list list, as of the date of this Agreement, of all Leases of the existing leases, subleases, licenses or other agreements pursuant to which the Company or any Subsidiary of its Subsidiaries uses or occupies, or has the Company is a party right to use or occupy, any real property for which annual base rent exceeds $350,000 (including all amendmentssuch property, extensions, renewals, guaranties and other agreements with respect thereto) for such the “Leased Real Property (Property,” and each such Leases the lease, sublease, license or other agreement and all amendments and modifications thereto, a “Material LeasesLease”). The Company has made available to Parent complete and correct copies of all Leases. With respect to each of Lease and except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Leases: Adverse Effect, (i) the Company or one of its Subsidiaries has not collaterally assigned or granted any other security interest (other than Permitted Liens) in such Lease is legalor any interest therein; (ii) there are no Liens (other than Permitted Liens) on the estate or interest created by such Lease; (iii) the Company or one of its Subsidiaries has valid leasehold estates in the Leased Real Property, valid, binding free and in full force clear of all Liens (other than Permitted Liens); (iv) neither the Company nor any of its Subsidiaries and effect and is Enforceable against the applicable Group Company party thereto, and, to the Knowledge knowledge of the Company, against each no third party is, as of the date hereof, in material breach of or default pursuant to any Lease and, as of the date hereof, no fact, circumstance or event has occurred or is continuing that with notice or lapse of time would constitute a material breach or default thereunder by the Company or any of its Subsidiaries or any other party theretoparty; and (v) there are no subleases, and no Group licenses or similar agreements granting to any Person, other than the Company has subleasedor any of its Subsidiaries, licensed or otherwise granted any right to use or occupy the Leased Real Property or any portion thereof to a third party (other than Property, except for the Permitted Liens and other than the right of a Group Company’s customers, employees and services providers to use, occupy and access the Leased Real Property in the Ordinary Course of Business); (ii) the applicable Group Company’s possession and quiet enjoyment of the Leased Real Property under such Material Lease has not been disturbed in any manner that would materially affect the applicable Group Company’s use of such Leased Real Property and there are no material disputes with respect to such Material Lease; (iii) no Group Company is currently in material default under, nor has any event occurred or, to the Knowledge of the Company, does any circumstance exist that, with notice or lapse of time or both would constitute a material default by a Group Company under any Material Lease; (iv) to the Knowledge of the Company, no material default, event or circumstance exists that, with notice or lapse of time or both, would constitute a material default by any counterparty to any such Material Lease; (v) no security deposit or portion thereof deposited with respect such Material Lease has been applied in respect of a breach or default under such Material Lease which has not been redeposited in full; (vi) no Group Company owes any brokerage commissions or finder’s fees with respect to such Material Lease; (vii) the other party to such Material Lease is not an Affiliate of, and otherwise does not have any economic interest in, any Group Company; and (viii) no Group Company has collaterally assigned or granted any other security interest in such Material Lease or any interest therein. The Company has made available to the SPAC a true, correct and complete copy of all Material Leases. No Group Company owns fee title to any landLiens.

Real Property. (ai) Section 3.7 The Company, the Operating Partnership or the Subsidiaries have fee simple title (or in the case of ground leases, a valid leasehold interest) to all of the real properties described in the General Disclosure Package as owned or leased by them and the improvements (exclusive of improvements owned by tenants or by landlords, if applicable) located thereon (collectively, the “Properties”), in each case, free and clear of all liens, encumbrances, claims, security interests, restrictions and defects, except such as are disclosed in the General Disclosure Package or as an exception to the title insurance reports furnished by the Company to counsel for the Managers, the Forward Purchasers and the Forward Sellers or do not materially adversely affect the value of such Property and do not materially interfere with the use made and proposed to be made of such Property by the Company, the Operating Partnership or any of the Subsidiaries; (ii) except as otherwise set forth in or described in the General Disclosure Schedules sets Package, the mortgages and deeds of trust encumbering the Properties are not convertible into debt or equity securities of the Company, the Operating Partnership or any of the Subsidiaries and such mortgages and deeds of trust are not cross-defaulted with any loan not made to, or cross-collateralized to any property not owned directly or indirectly by, the Company, the Operating Partnership or any of the Subsidiaries; (iii) except as otherwise set forth in or described in the address General Disclosure Package, none of the Company, the Operating Partnership or any of the Subsidiaries has received from any governmental authority any written notice of any condemnation of or zoning change affecting the Properties or any part thereof which if consummated would reasonably be expected to have a Material Adverse Effect, and none of the Company, the Operating Partnership or any of the Subsidiaries knows of any such condemnation or zoning change which is threatened and, in each case, which if consummated would reasonably be expected to have a Material Adverse Effect, whether or not arising from transactions in the ordinary course of business; (iv) each of the Properties complies with all applicable codes, laws and regulations (including, without limitation, building and zoning codes, laws and regulations and laws relating to access to the Properties), except if and to the extent disclosed in the General Disclosure Package and except for such failures to comply that would not individually or in the aggregate reasonably be expected to materially affect the value of the Properties or interfere in any material respect with the use made and proposed to be made of the Properties by the Company, the Operating Partnership or any of the Subsidiaries; (v) the Company, the Operating Partnership or a Subsidiary has obtained title insurance on the fee interests in each of the Properties, in an amount that is commercially reasonable for each Property, but at least equal to the original purchase price of each Leased Real such Property, and a true, correct and complete list all such policies of all Leases to which the Company or any Subsidiary of the Company is a party (including all amendments, extensions, renewals, guaranties and other agreements with respect thereto) for such Leased Real Property (such Leases the “Material Leases”). With respect to each of the Material Leases: (i) such Lease is legal, valid, binding and insurance are in full force and effect and is Enforceable against effect; (vi) except as otherwise described in the applicable Group Company party theretoGeneral Disclosure Package, and, to the Knowledge none of the Company, against each other party theretothe Operating Partnership, and no Group Company has subleased, licensed or otherwise granted any right to use or occupy the Leased Real Property or any portion thereof to a third party (other than Permitted Liens and other than the right of a Group Company’s customers, employees and services providers to use, occupy and access the Leased Real Property in the Ordinary Course of Business); (ii) the applicable Group Company’s possession and quiet enjoyment of the Leased Real Property under such Material Lease has not been disturbed in any manner that would materially affect the applicable Group Company’s use of such Leased Real Property and there are no material disputes with respect to such Material Lease; (iii) no Group Company is currently in material default under, nor has any event occurred Subsidiaries or, to the Knowledge best knowledge of the CompanyTransaction Entities, does any circumstance exist thattenant of any of the Properties is in default under (x) any space lease (as lessor or lessee, with notice as the case may be) relating to any of the Properties, (y) any of the mortgages or lapse other security documents or other agreements encumbering or otherwise recorded against the Properties, or (z) any ground lease, sublease or operating sublease relating to any of the Properties, and neither the Company nor the Operating Partnership knows of any event which, but for the passage of time or both would constitute a material default by a Group Company under any Material Lease; (iv) to the Knowledge giving of the Companynotice, no material default, event or circumstance exists that, with notice or lapse of time or both, would constitute a material default by any counterparty to any such Material Lease; (v) no security deposit or portion thereof deposited with respect such Material Lease has been applied in respect of a breach or default under any of such Material Lease which has not been redeposited in full; (vi) no Group Company owes any brokerage commissions documents or finder’s fees agreements, except with respect to (x), (y) and (z) immediately above any such default that would not have a Material LeaseAdverse Effect; and (vii) except as otherwise described in the other party General Disclosure Package or would not, singly or in the aggregate, have a Material Adverse Effect, no tenant under any of the leases at the Properties has a right of first refusal to purchase the premises demised under such Material Lease is lease. The Company, the Operating Partnership and the Subsidiaries do not an Affiliate ofown or control, and otherwise does not have any economic interest in, any Group Company; and (viii) no Group Company has collaterally assigned directly or granted indirectly any other security fee interest in such Material Lease or any interest therein. The Company has made available to material real property, other than the SPAC a true, correct and complete copy of all Material Leases. No Group Company owns fee title to any landreal property described in the General Disclosure Package.

Real Property. (aCompany does not own any real property. Part 2.9(b) Section 3.7 of the Company Disclosure Schedules Schedule sets forth the address of each parcel of Leased Real Property, and a true, correct true and complete list of all Leases to which the Company or any Subsidiary of the Company is a party (including all amendments, extensions, renewals, guaranties and other agreements with respect thereto) for each such Leased Real Property (including the date and name of the parties to such Leases the “Material Leases”Lease document). With Company has made available to Purchaser a true and complete copy of each such Lease document, and in the case of any oral Lease, a written summary of the material terms of such Lease. Except as set forth in Part 2.9(b) of the Disclosure Schedule, with respect to each of the Material Leases: (i) the transactions contemplated by this Agreement do not require the consent of any other party to such Lease is (except for those Leases for which Lease Consents are obtained), will not result in a breach of or default under such Lease, and will not otherwise cause such Lease to cease to be legal, valid, binding binding, enforceable by Company in accordance with its terms and in full force and effect and is Enforceable against on identical terms following the applicable Group Company party thereto, and, to the Knowledge of the Company, against each other party thereto, and no Group Company has subleased, licensed or otherwise granted any right to use or occupy the Leased Real Property or any portion thereof to a third party (other than Permitted Liens and other than the right of a Group Company’s customers, employees and services providers to use, occupy and access the Leased Real Property in the Ordinary Course of Business)Merger I Effective Time; (ii) the applicable Group Company’s possession and quiet enjoyment of the Leased Real Property under such Material Lease has not been disturbed in any manner that would materially affect the applicable Group Company’s use of such Leased Real Property and there are no material disputes with respect to such Material Lease; (iii) no Group none of Company is currently in material default under, nor has or to Company’s Knowledge any event occurred or, other party to the Lease is in breach of or default under such Lease, and to Company’s Knowledge of no event has occurred or circumstance exists with respect to any other party to the Company, does any circumstance exist Lease that, with notice or lapse the delivery of time or both would constitute a material default by a Group Company under any Material Lease; (iv) to notice, the Knowledge of the Company, no material default, event or circumstance exists that, with notice or lapse passage of time or both, would constitute such a material default by any counterparty to any breach or default, or permit the termination, modification or acceleration of rent under such Material Lease; (viv) no security deposit or portion thereof deposited with respect to such Material Lease has been applied in respect of a breach of or default under such Material Lease which that has not been redeposited in full; (vi) no Group Company owes any brokerage commissions or finder’s fees with respect to such Material Lease; (viiv) the other lessor party to such Material Lease is not an Affiliate of, and otherwise does not have any economic interest in, any Group Company; and (viiivi) no Group Company has not subleased, licensed or otherwise granted any Person the right to use or occupy the Leased Real Property or any portion thereof; (vii) Company has not collaterally assigned or granted any other security interest Encumbrance in such Material Lease or any interest therein. The Company has made available to ; and (viii) there are no Encumbrances on the SPAC a true, correct and complete copy of all Material Leases. No Group Company owns fee title to any landestate or interest created by such Lease.

Real Property. (aThe Acquired Companies do not own any real property or any interest in real property, except for the leasehold interests created under the real property leases identified in Part 2.10(b)(i) Section 3.7 of the Company Disclosure Schedules sets forth Schedule (collectively, the address of each “Leased Real PropertyProperties”). No Person has any written or oral agreement, and a trueoption, correct and complete list of all Leases to which the Company understanding or commitment, or any Subsidiary right or privilege capable of becoming such for the purchase or sale from or to any of the Company Acquired Companies of any real property. Part 2.10(b)(i) of the Disclosure Schedule identifies all of the Leased Properties. None of the Acquired Companies is a party (including all amendmentsto, extensionsor under any agreement to become a party to, renewals, guaranties and other agreements any lease with respect theretoto real property other than the leases disclosed in Part 2.10(b)(i) for of the Disclosure Schedule. Each such lease in respect of the Leased Real Property (such Leases Properties is in good standing in all material respects, creates a good and valid leasehold estate in the “Material Leases”)Leased Properties thereby demised and, subject to the Enforceability Exceptions, is in full force and effect without amendment, except as disclosed in Part 2.10(b)(ii) of the Disclosure Schedule. With respect to each lease in respect of the Material LeasesLeased Properties: (i) such Lease is legal, valid, binding all rents and in full force additional rents due and effect and is Enforceable against the applicable Group Company party thereto, and, to the Knowledge payable as of the Companydate of this Agreement have been paid, against each other party thereto, and no Group Company has subleased, licensed or otherwise granted any right to use or occupy the Leased Real Property or any portion thereof to a third party (other than Permitted Liens and other than the right of a Group Company’s customers, employees and services providers to use, occupy and access the Leased Real Property in the Ordinary Course of Business); (ii) the applicable Group Company’s possession and quiet enjoyment no waiver, indulgence or postponement of the Leased Real Property under such Material Lease lessee’s obligations has not been disturbed in any manner that would materially affect granted by the applicable Group Company’s use of such Leased Real Property and there are no material disputes with respect to such Material Lease; lessor, (iii) there exists no Group Company is currently in material event of default underunder such lease, nor has any or event, occurrence, condition or act which would become an event occurred orof default under such lease, to the Knowledge of the Company, does any circumstance exist that, with notice or lapse of time or both would constitute a material default by a Group Company under any Material Lease; and (iv) to the Knowledge of the CompanyAcquired Companies, no material default, event or circumstance exists that, with notice or lapse all of time or both, would constitute a material default the covenants to be performed by any counterparty to any such Material Lease; (v) no security deposit or portion thereof deposited with respect such Material Lease has been applied in respect of a breach or default other party under such Material Lease lease have been fully performed. Each of the Leased Properties is adequate and suitable in all material respects for the purposes for which has not been redeposited in full; (vi) no Group Company owes any brokerage commissions it is presently being used and one or finder’s fees with respect to such Material Lease; (vii) more of the other party to such Material Lease is not an Affiliate of, Acquired Companies have adequate rights of ingress and otherwise does not have any economic interest in, any Group Company; and (viii) no Group Company has collaterally assigned or granted any other security interest in such Material Lease or any interest therein. The Company has made available to egress into each of the SPAC a true, correct and complete copy of all Material Leases. No Group Company owns fee title to any landLeased Properties.

Real Property. (a) Section 3.7 of the Company Disclosure Schedules sets forth the address of each Leased Real Property, and Exhibit 1.53 attached hereto is a true, complete and correct and complete list of all Leases to which the Company or any Subsidiary of the Company is a party (including all amendments, extensions, renewals, guaranties and other agreements with respect thereto) for such Leased Real Property (such Leases owned or leased by Seller and used in the “Material Leases”)U.S. Display Business. With respect to each such parcel of the Material LeasesReal Property, except as set forth in Exhibit 1.53 attached hereto: (i) such Lease is legal, valid, binding and in full force and effect and is Enforceable against the applicable Group Company party thereto, and, to the Knowledge of the Company, against each other party thereto, and no Group Company has subleased, licensed or otherwise granted any right to use or occupy the Leased Real Property or any portion thereof to a third party (other than Permitted Liens and other than the right of a Group Company’s customers, employees and services providers to use, occupy and access the Leased Real Property in the Ordinary Course of Business); (ii) the applicable Group Company’s possession and quiet enjoyment of the Leased Real Property under such Material Lease has not been disturbed in any manner that would materially affect the applicable Group Company’s use of such Leased Real Property and there are no material disputes with respect to such Material Lease; (iii) no Group Company is currently in material default under, nor has any event occurred pending or, to the Knowledge of Seller, threatened condemnation proceedings, lawsuits or administrative actions relating thereto; there are no leases, subleases, licenses, concessions or other agreements, written or oral, granting to any Person the Companyright to use or occupy any portion thereof; with respect to owned parcels of Real Property, does there are no outstanding options or rights of first refusal to purchase, lease or otherwise acquire a parcel or any circumstance exist that, with notice portion thereof or lapse of time or both would constitute a material default by a Group Company under any Material Leaseinterest therein; (iv) to the Knowledge of Seller, there are no Persons (other than Seller) in possession of any owned parcel of Real Property, other than tenants under leases or subleases disclosed in Exhibit 1.53 attached hereto who are in possession of space to which they are entitled under such lease or sublease; to the CompanyKnowledge of Seller, there is no material defaultexisting violation of or nonconformity with, event or circumstance exists that, with notice or lapse of time or both, would constitute a material default by any counterparty to any such Material Lease; (v) no security deposit or portion thereof deposited and Seller is not under investigation with respect such Material Lease has been applied in respect of a breach or default under such Material Lease which to, has not been redeposited charged with and has not received any written notice of any alleged violation of or nonconformity with, any restriction, condition, covenant, commitment, contract or agreement relating thereto, the non-compliance with which would have a Material Adverse Effect; Seller will promptly deliver to Buyer any surveys of any part of the owned Real Property that may be in fullthe possession of Seller; there are no encroachments of buildings or improvements comprising a part of the Real Property onto adjacent property or onto any easements encumbering such Real Property which would have a Material Adverse Effect; and Seller has obtained and delivered to Buyer the commitment (vitogether with copies of all documentary exceptions listed or referred to therein, hereinafter referred to as the "Title Commitment") of Lawyers Title Insurance Corporation (the "Title Company") to issue one or more owner’s (and lender’s) policies of title insurance insuring in one of the Companies good and marketable fee simple title to each parcel of owned Real Property on ALTA Owner’s Form 1992, with no Group Company owes exceptions from coverage other than those pre-printed on the policy and the Permitted Liens. If Buyer desires to obtain, at its sole cost, such owner’s policies of title insurance at Closing, Seller agrees (i) to execute and deliver to Buyer at Closing the Title Company’s standard form of owners affidavit as to mechanics’ liens and possession (with such modifications thereto as are necessary in order to make the affidavit factually accurate), (ii) to use reasonable efforts to comply with the customary and applicable requirements of Seller contained in the Title Commitment to have such policies issued and (iii) to use reasonable efforts to clear up any brokerage commissions of the exceptions from coverage on the Title Commitment that do not in fact affect the Real Property; provided, however, that Seller shall not be required to obtain updated or findernew surveys of any parcel of owned Real Property and that receipt of such owner’s fees policies by Buyer shall not be a condition precedent to Buyer’s obligations hereunder. Since January 1, 1998, the Seller has not received information or notice from any insurance company or board of fire underwriters requesting the performance of any work or alteration with respect to such Material Lease; (vii) the other party to such Material Lease is not an Affiliate ofReal Property outside of the ordinary course of business, and otherwise does not have any economic interest in, any Group Company; and (viii) no Group Company has collaterally assigned or granted any other security interest requiring a material increase in such Material Lease or any interest therein. The Company has made available the insurance rates applicable to the SPAC a true, correct and complete copy of all Material Leases. No Group Company owns fee title to any landReal Property.

Real Property. (a) Section 3.7 4.9(a) of the Company Disclosure Schedules sets Schedule includes an accurate and complete list of the real property (other than leasehold interests) owned by any of the Companies or Company Subsidiaries at any time since February 1, 2016, or to the Knowledge of Companies owned at time before that date, including the common address and legal description thereof as set forth in the address relevant deed pursuant to which such Company or such Company Subsidiary acquired title to each owned real property (the “Owned Real Property”). The Companies and the Company Subsidiaries have fee simple title, free and clear of each Leased all Liens, other than Permitted Liens, to such Owned Real Property, and a true, correct the Companies and complete list of all Leases to which the Company Subsidiaries have not leased or otherwise granted to any person or entity the right to occupy the Owned Real Property or any Subsidiary portion thereof, except as set forth in Section 4.9(a) of the Company is a party (including all amendmentsDisclosure Schedule. Neither the Companies nor the Company Subsidiaries have received written, extensionsor to the Knowledge of the Companies oral, renewals, guaranties and notice of any condemnation or other agreements with respect thereto) for such Leased proceeding in eminent domain affecting any parcel of Owned Real Property (such Leases or any portion thereof. Neither the “Material Leases”). With respect Companies nor the Company Subsidiaries have received written, or to each the Knowledge of the Material Leases: Companies oral, notice of the actual or pending imposition of any assessment against the Owned Real Property for public improvements. Neither the Companies nor the Company Subsidiaries have received written, or to the Knowledge of the Companies oral, notice from any Person within the past three (i3) such Lease is legalyears of any default or breach under any covenant, validcondition, binding restriction, right of way, easement or license affecting the Owned Real Property, or any portion thereof, that remains uncured. Any easements and rights-of-way that serve the Owned Real Property are valid and enforceable, in full force and effect and is Enforceable against the applicable Group Company party thereto, and, are not subject to the Knowledge of the Company, against each other party thereto, and no Group Company has subleased, licensed or otherwise granted any right to use or occupy the Leased Real Property or any portion thereof to a third party prior Liens (other than Permitted Liens Liens) that could result in a forfeiture thereof. All applicable permits, licenses and other than evidences of compliance that are required for the right occupancy, operation and use of a Group Company’s customers, employees and services providers to use, occupy and access the Leased Owned Real Property in the Ordinary Course of Business); (ii) the applicable Group Company’s possession have been obtained and quiet enjoyment of the Leased Real Property under such Material Lease has not been disturbed in any manner that would materially affect the applicable Group Company’s use of such Leased Real Property and there are no material disputes with respect to such Material Lease; (iii) no Group Company is currently in material default under, nor has any event occurred or, to the Knowledge of the Company, does any circumstance exist that, with notice or lapse of time or both would constitute a material default by a Group Company under any Material Lease; (iv) to the Knowledge of the Company, no material default, event or circumstance exists that, with notice or lapse of time or both, would constitute a material default by any counterparty to any such Material Lease; (v) no security deposit or portion thereof deposited with respect such Material Lease has been applied in respect of a breach or default under such Material Lease which has not been redeposited in full; (vi) no Group Company owes any brokerage commissions or finder’s fees with respect to such Material Lease; (vii) the other party to such Material Lease is not an Affiliate of, and otherwise does not have any economic interest in, any Group Company; and (viii) no Group Company has collaterally assigned or granted any other security interest in such Material Lease or any interest therein. The Company has made available to the SPAC a true, correct and complete copy of all Material Leases. No Group Company owns fee title to any landcomplied with.

Real Property. (a) Section 3.7 Neither of the Company Disclosure Schedules Sellers owns any real property. Schedule 4.8 sets forth a complete list, as of the date hereof, of the address of each Leased Real Propertyparcel of real property leased, subleased, licensed or otherwise occupied by either of the Sellers, including all buildings and other structures or improvements located thereon and all easements, licenses, rights, and appurtenances of the Sellers in connection therewith (the “Leased Facilities”). The Leased Facilities constitute all of the real property used or required by the Seller in connection with the operation of the Business as currently conducted. The Seller has: (i) a truevalid leasehold interest in all Leased Facilities, correct free and clear of all Liens except for the Permitted Liens; (ii) made available to the Buyer true and complete list copies of each lease, sublease, license or occupancy agreement underlying the Leased Facilities, including all amendments, modifications, renewals and extensions thereto or assignments thereof (each a “Lease” and collectively, the “Leases”), as set forth on Schedule 4.8; (iii) complied in all material respects with the terms of all Leases to which the Company or any Subsidiary it is a party; (iv) peaceful and undisturbed possession of the Company is a party Leased Facilities in all material respects; (including all amendmentsv) not assigned, extensions, renewals, guaranties and other agreements with respect thereto) for such Leased Real Property (such Leases the “Material Leases”). With respect to each of the Material Leases: (i) such Lease is legal, valid, binding and in full force and effect and is Enforceable against the applicable Group Company party thereto, and, to the Knowledge of the Company, against each other party thereto, and no Group Company has subleased, licensed or otherwise granted any Person the right to use or occupy any of the Leased Real Property Facilities or any portion thereof to a third party (other than Permitted Liens thereof; and other than the right of a Group Company’s customers, employees and services providers to use, occupy and access the Leased Real Property in the Ordinary Course of Business); (ii) the applicable Group Company’s possession and quiet enjoyment of the Leased Real Property under such Material Lease has not been disturbed in any manner that would materially affect the applicable Group Company’s use of such Leased Real Property and there are no material disputes with respect to such Material Lease; (iii) no Group Company is currently in material default under, nor has any event occurred or, to the Knowledge of the Company, does any circumstance exist that, with notice or lapse of time or both would constitute a material default by a Group Company under any Material Lease; (iv) to the Knowledge of the Company, no material default, event or circumstance exists that, with notice or lapse of time or both, would constitute a material default by any counterparty to any such Material Lease; (v) no security deposit or portion thereof deposited with respect such Material Lease has been applied in respect of a breach or default under such Material Lease which has not been redeposited in full; (vi) no Group Company owes any brokerage commissions or finder’s fees with respect to such Material Lease; (vii) the other party to such Material Lease is not an Affiliate of, and otherwise does not have any economic interest in, any Group Company; and (viii) no Group Company has collaterally assigned or granted any other security interest in such Material Lease the Leases or any interest thereinthereunder. The Company Other than the rights of Buyer under this Agreement, there are no outstanding options, rights of first offer or rights of first refusal to lease the Leased Facilities or any portion thereof. No option, extension or renewal has made available to the SPAC been exercised under any Leases except options, extensions or renewals whose exercise has been evidenced by a truewritten document, correct a true and complete copy of all Material Leases. No Group Company owns fee title which has been made available to any landBuyer with the corresponding Lease.

Real Property. (a) Leases. The Company and its Subsidiaries do not own any real property. Section 3.7 2.11 of the Company Disclosure Schedules Schedule sets forth the address of each Leased Real Property, and a true, correct and complete list of the Leases. The Leases grant leasehold estates free and clear of all Encumbrances other than Permitted Encumbrances. The Leases to which the Company or any Subsidiary of the Company is a party (including all amendments, extensions, renewals, guaranties and other agreements with respect thereto) for such Leased Real Property (such Leases the “Material Leases”). With respect to each of the Material Leases: (i) such Lease is legal, valid, binding and in full force and effect and is Enforceable against the applicable Group Company party thereto, andare, to the Knowledge of the Company, in full force and effect and enforceable against each other party thereto, and no Group Company has subleased, licensed or otherwise granted any right to use or occupy the Leased Real Property or any portion thereof to a third party (other than Permitted Liens and other than the right of a Group Company’s customers, employees and services providers to use, occupy and access the Leased Real Property in the Ordinary Course of Business); (ii) the applicable Group Company’s possession and quiet enjoyment of the Leased Real Property other parties thereto in all Material respects in accordance with their respective terms, subject to the Enforceability Limitations. The Company and its Subsidiaries are not in Material breach of or default under such Material Lease has not been disturbed in any manner that would materially affect the applicable Group Company’s use of such Leased Real Property and there are no material disputes with respect to such Material Lease; (iii) no Group Company is currently in material default under, nor has there occurred any event occurred orthat with the passage of time or the giving of notice or both would constitute a Material breach or default by the Company or its Subsidiaries under any Lease. The Company has not received any notice that the Company or any of its Subsidiaries is in Material breach of or default under any Lease. To the Knowledge of the Company, no other party to any Lease is in Material breach of or default under any Lease, nor, to the Knowledge of the Company, does has there occurred any circumstance exist that, event that with notice or lapse the passage of time or the giving of notice or both would constitute such a material default by a Group Company under any Material Lease; (iv) to breach or default. To the Knowledge of the Company, no material defaultthe operations of the Company and its Subsidiaries on the real property underlying the Leases or such real property underlying the Leases, event including the improvements thereon, in any case, do not violate in any Material manner any applicable building code, zoning requirement, or circumstance exists thatclassification or statute relating to the particular property or such operations, with notice or lapse of time or both, would constitute a material default by any counterparty to any and such Material Lease; (v) no security deposit or portion thereof deposited with respect such Material Lease has been applied in respect of a breach or default under such Material Lease which has not been redeposited in full; (vi) no Group Company owes any brokerage commissions or finder’s fees with respect to such Material Lease; (vii) the other party to such Material Lease non-violation is not an Affiliate ofdependent, and otherwise does in any instance, on so-called non-conforming use exceptions. There are no other parties occupying, or with a right to occupy granted by the Company or its Subsidiaries, the real property underlying the Leases. The Closing will not have affect the enforceability against any economic interest in, person of any Group Company; and (viii) no Group Company has collaterally assigned or granted any other security interest in such Material Lease or any interest thereinthe rights of Purchaser or the Surviving Corporation to the use and possession of the real property underlying the Lease for the conduct of business as currently conducted by the Company and its Subsidiaries. The Company has made available to the SPAC provided Purchaser with a true, correct and complete copy of all Material Leases. No Group Company owns fee title to any land, together with all amendments thereto or modifications thereof.

Real Property. (a) None of the Acquired Companies owns any real property. Section 3.7 3.11(a) of the Company Disclosure Schedules Letter sets forth a list of all real property (the address of each “Leased Real Property”) currently leased to any Acquired Company by a third party pursuant to a lease, and a true, correct and complete list of all Leases to sublease or other similar agreement under which any Acquired Company is the Company lessee or any Subsidiary sublessee as of the Company is a party date hereof (including all amendmentscollectively, extensions, renewals, guaranties and other agreements with respect thereto) for such Leased Real Property (such Leases the “Material Company Leases”). With respect to each Except as set forth on Section 3.11(b) of the Material Leases: Company Disclosure Letter, (a) each Company Lease (i) such Lease is legal, valid, constitutes a valid and binding and in full force and effect and is Enforceable against obligation of the applicable Group Acquired Company party thereto, andand (ii) assuming such Company Lease is binding and enforceable against the other parties thereto, to is enforceable against the Knowledge of the Company, against each other 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 no Group Company has subleased, licensed remedies of creditors and general principles of equity (whether considered in a proceeding at Law or otherwise granted any right to use or occupy in equity) and the Leased Real Property or any portion thereof to a third party (other than Permitted Liens and other than the right discretion of a Group Company’s customerscourt before which any proceeding therefor may be brought, employees and services providers to use, occupy and access the Leased Real Property in the Ordinary Course of Business); (ii) the applicable Group Company’s possession and quiet enjoyment of the Leased Real Property under such Material Lease has not been disturbed in any manner that would materially affect the applicable Group Company’s use of such Leased Real Property and there are no material disputes with respect to such Material Lease; (iiib) no Group Acquired Company is currently in material default under, nor has any event occurred or, to the Knowledge of the Company, does is alleged to be in breach of or default in any circumstance exist that, with notice or lapse of time or both would constitute a material default by a Group Company respect under any Material Company Lease; , (ivc) to the Knowledge of the Company, no material default, event or circumstance exists that, with notice or lapse counterparty is in breach of time or both, would constitute a material default by any counterparty to any such Material Lease; (v) no security deposit or portion thereof deposited with respect such Material Lease has been applied in respect of a breach or default in any material respect under such Material Lease which any Company Lease, (d) the Acquired Company has not been redeposited in full; subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property or any portion thereof, (vi) no Group Company owes any brokerage commissions or finder’s fees with respect to such Material Lease; (viie) the other party to such Material Lease is not an Affiliate of, and otherwise does not have any economic interest in, any Group Company; and (viii) no Group Acquired Company has not collaterally assigned or granted any other security interest in such Material Company Lease or any interest therein and (f) there is no condemnation, expropriation or other proceeding in eminent domain pending or, to the Knowledge of the Company, threatened, affecting any Leased Real Property or any portion thereof or interest therein. The Company has made available There is no injunction, decree, order, writ or judgment outstanding, nor any claims, litigation, administrative actions or similar proceedings pending or, to the SPAC a trueCompany’s Knowledge, correct and complete copy threatened, relating to the ownership, lease, use or occupancy of all Material Leases. No Group Company owns fee title to the Real Property or any landportion thereof, or the operation of the business of the Acquired Companies.

Real Property. (a) The Company owns no real property. Section 3.7 3.13 of the Disclosure Schedule lists all real property and interests in real property leased by or to the Company Disclosure Schedules sets forth the address (each, a “Leased Property”). The Company has delivered to Purchaser complete and accurate copies of each Leased Real Propertyall such leases, including any subleases, and a true, correct and complete list of all Leases to which the Company or any Subsidiary of the Company is a party (including all amendments, extensions, renewals, guaranties and other operating agreements with respect relating thereto) for such Leased Real Property (such Leases the “Material Leases”). With respect to each Leased Property, except as set forth in Section 3.13 of the Material LeasesDisclosure Schedule: (i) the Company has good and valid title to the leasehold estate relating thereto, free and clear of all Liens (other than Permitted Liens and Liens which would not reasonably be expected to materially impair the current uses or the occupancy by the Company of such Lease Leased Property), leases, assignments, subleases, easements, covenants, rights of way and other similar restrictions of any nature whatsoever, other than those identified in the leases and operating agreements provided to Purchaser and other matters which would not reasonably be expected to materially impair the current uses or the occupancy by the Company of such Leased Property; (ii) the lease relating to such Leased Property is in writing and is legal, valid, binding and binding, in full force and effect and enforceable in accordance with its terms; (iii) the lease relating to such Leased Property will, immediately following the Closing Date, continue to be legal, valid, binding, in full force and effect and enforceable in accordance with its terms as in effect on the date hereof; (iv) the Company is Enforceable against the applicable Group Company party thereto, not and, to the Knowledge of the CompanySeller, against each no other party thereto, and no Group Company has subleased, licensed or otherwise granted any right to use or occupy the Leased Real Property or any portion thereof lease relating to a third party (other than Permitted Liens and other than the right of a Group Company’s customers, employees and services providers to use, occupy and access the Leased Real Property in the Ordinary Course of Business); (ii) the applicable Group Company’s possession and quiet enjoyment of the Leased Real Property under such Material Lease has not been disturbed in any manner that would materially affect the applicable Group Company’s use of such Leased Real Property and there are no material disputes with respect to such Material Lease; (iii) no Group Company is currently is, in material breach or violation of, or in default under, nor has any event occurred or, to such lease; (v) all facilities included in such Leased Property are supplied with utilities and other services adequate for the Knowledge operation of such facilities in the manner currently used by the Company, does any circumstance exist that, with notice or lapse of time or both would constitute a material default by a Group Company under any Material Lease; (ivvi) all rents and additional rents due and payable through the Closing Date on the lease relating to such Leased Property have been paid; (vii) to the Knowledge of the CompanySeller, no material default, event or circumstance exists that, with notice or lapse the current use by the Company of time or both, would constitute a material default by any counterparty to any the facilities located on such Material Lease; (v) no security deposit or portion thereof deposited with respect such Material Lease has been applied in respect of a breach or default under such Material Lease which has not been redeposited in full; (vi) no Group Company owes any brokerage commissions or finder’s fees with respect to such Material Lease; (vii) the other party to such Material Lease is not an Affiliate of, and otherwise Leased Property does not have violate any economic interest in, local zoning or similar land use requirement or other Law in any Group Companymaterial respect; and (viii) no Group all necessary third party consents, approvals, filings and registrations required to be obtained by the Company has collaterally assigned with respect to such leases in connection with the transactions contemplated by this Agreement or granted any other security interest in such Material Lease otherwise, have been made or any interest therein. The Company has made available to the SPAC a true, correct and complete copy of all Material Leases. No Group Company owns fee title to any landobtained.

Real Property. (a) Section 3.7 of the Company Disclosure Schedules sets forth the address The Subsidiaries do not currently own any real property. Schedule 2.13 contains a complete and accurate list of each lease, sublease, license and other written occupancy agreement pursuant to which the Subsidiaries hold or have been granted the right to use or occupy, now or in the future, any real property or any portion thereof (collectively, the “Leased Real Property”), including any and a trueall modifications, correct and complete list of all Leases to which the Company or any Subsidiary of the Company is a party (including all amendments, extensions, renewals, guaranties extensions and other agreements with respect thereto) for such Leased Real Property supplements thereto and any assignments thereof (such Leases collectively, the “Material Real Estate Leases”). With respect Neither Seller nor the Subsidiaries have entered into a lease, sublease, license or other occupancy agreement of any kind, whether oral or written, pursuant to each which Seller or the Subsidiaries have granted to a third party a right to use or occupy any portion of the Material Leases: (i) such Lease is legal, valid, binding and Leased Real Property. All of the Real Estate Leases are in full force and effect in accordance with their respective terms, and is Enforceable against neither the applicable Group Company party theretoSubsidiary party, andnor, to the Knowledge of the CompanySeller’s Knowledge, against each any other party thereto, is in breach, violation or default thereunder in any material respect. The Leased Real Property is in good operating condition and no Group Company has subleasedrepair, licensed or free from structural, physical and mechanical defects, is maintained in a manner consistent with standards generally followed with respect to similar properties, and is structurally sufficient and otherwise granted suitable for the conduct of the Aesthetics Business as presently conducted. Neither the operation of the Seller nor any right to use or occupy of its Subsidiaries on the Leased Real Property or any portion thereof to a third party (other than Permitted Liens and other than the right of a Group Company’s customers, employees and services providers to use, occupy and access the Leased Real Property in the Ordinary Course of Business); (ii) the applicable Group Company’s possession and quiet enjoyment of the Leased Real Property under such Material Lease has not been disturbed in any manner that would materially affect the applicable Group Company’s use of nor such Leased Real Property Property, including the improvements thereon, violate in any material respect any applicable building code, zoning requirement or other Applicable Law relating to such property or operations thereon, and there any such non-violation is not dependent on so-called non-conforming use exceptions. There are no material disputes with respect to such Material Lease; (iii) no Group Company is currently Applicable Laws now in material default under, nor has any event occurred existence or, to the Knowledge of Seller, under active consideration by any Governmental Authority which could require the Company, does tenant of any circumstance exist that, Leased Real Property to make any expenditure in excess of $25,000 to modify or improve such Leased Real Property to bring it into compliance therewith. Neither the Seller (with notice or lapse of time or both would constitute a material default by a Group Company under any Material Lease; (iv) respect to the Knowledge Aesthetics Business) nor any Subsidiary shall be required to expend more than $25,000 in the aggregate under all Real Estate Leases to restore the Leased Real Property at the end of the Companyterm of the applicable Real Estate Lease to the condition required under the Real Estate Lease (assuming the conditions existing in such Leased Real Property as of the date hereof and as of the Closing). To Seller’s Knowledge, no material default, event the Subsidiaries have not in the past been the tenant or circumstance exists that, with notice or lapse guarantor of time or both, would constitute a material default by any counterparty to any such Material Lease; (v) no security deposit or portion thereof deposited with respect such Material Lease has been applied leasehold premises not listed in Schedule 2.13 in respect of a breach which any obligations or default under such Material Lease which has not been redeposited in full; (vi) no Group Company owes any brokerage commissions or finder’s fees with respect liabilities could still accrue to such Material Lease; (vii) either of the other party to such Material Lease is not an Affiliate of, and otherwise does not have any economic interest in, any Group Company; and (viii) no Group Company has collaterally assigned or granted any other security interest in such Material Lease or any interest therein. The Company has made available to the SPAC a true, correct and complete copy of all Material Leases. No Group Company owns fee title to any landSubsidiaries.

Real Property. (a) Section 3.7 Neither the Company nor any of its Subsidiaries owns any real property. Each of the Company Disclosure Schedules sets forth the address of each Leased Real Property, and a true, correct and complete list of all Leases leases for real property to which the Company or any Subsidiary of the Company its Subsidiaries is a party (including the "Leases") and all amendments, extensionsmodifications and/or extensions thereto are listed on Schedule 3.12 hereto. Schedule 3.12 hereto also lists, renewals, guaranties and other agreements with respect thereto) for such Leased Real Property (such Leases to each Lease, the “Material name of the 18 tenant(s), landlord(s), whether the Lease is a lease or a sublease, the current expiration dates and remaining options to extend the Leases”), and the minimum monthly rent and additional rent under the Leases. With respect to each of the Material Leases: , (i) such Lease is legal, valid, binding and the Leases are in full force and effect effect, are unmodified (other than as listed on Schedule 3.12 hereto) and is Enforceable are binding and enforceable in accordance with their terms; (ii) all rental and other charges payable pursuant to the terms and conditions of the Leases have been paid and no rent has been paid in advance more than 30 days; (iii) there are no charges, offsets or defenses against the applicable Group enforcement by the lessors thereunder of any agreement, covenant or condition on the part of the Company party theretoor any of its Subsidiaries, andas the case may be, to be performed or observed pursuant to the Knowledge terms of the Leases; (iv) there are no defaults by the Company or any of its Subsidiaries, as the case may be, of any agreement, covenant or condition on the part of the Company or such Subsidiary, as the case may be, to be performed or observed pursuant to the terms of the Leases which with the giving of notice or the lapse of time would give rise to the termination of any such Leases; (v) there are no actions or proceedings pending or to the best of the Company's knowledge, threatened, by any lessor under the Leases; (vi) the consummation of the Offer and the Merger will not constitute a prohibited transfer or assignment under any of the Leases; and (vii) to the knowledge of the Company, against each other party thereto, and no Group Company has subleased, licensed or otherwise granted any right to use or occupy the Leased Real Property or any portion thereof to a third party (other than Permitted Liens and other than the right of a Group Company’s customers, employees and services providers to use, occupy and access the Leased Real Property in the Ordinary Course of Business); (ii) the applicable Group Company’s possession and quiet enjoyment of the Leased Real Property under such Material Lease has not been disturbed in any manner that would materially affect the applicable Group Company’s use of such Leased Real Property and there are no material disputes with respect defaults by any of the respective lessors of any agreement, covenant or condition on the part of the lessor to such Material Lease; (iii) no Group Company is currently in material default under, nor has any event occurred or, be performed or observed pursuant to the Knowledge terms of the Company, does any circumstance exist that, with notice or lapse of time or both would constitute a material default by a Group Company under any Material Lease; (iv) to the Knowledge of the Company, no material default, event or circumstance exists that, with notice or lapse of time or both, would constitute a material default by any counterparty to any such Material Lease; (v) no security deposit or portion thereof deposited with respect such Material Lease has been applied in respect of a breach or default under such Material Lease which has not been redeposited in full; (vi) no Group Company owes any brokerage commissions or finder’s fees with respect to such Material Lease; (vii) the other party to such Material Lease is not an Affiliate of, and otherwise does not have any economic interest in, any Group Company; and (viii) no Group Company has collaterally assigned or granted any other security interest in such Material Lease or any interest therein. The Company has made available to the SPAC a true, correct and complete copy of all Material Leases. No Group Company owns fee title to any land.

Real Property. (a) Section 3.7 5.21 of the Company Buyer Disclosure Schedules Memorandum sets forth the address of each Leased Real Property, and a true, correct and complete list of all Leases to which real property leased by the Company or any Subsidiary Buyer Entities as of the Company is a party date hereof (including all amendments, extensions, renewals, guaranties and other agreements with respect thereto) “Buyer Leased Real Property”). A copy of the lease for such each Buyer Leased Real Property (such Leases individually, a “Buyer Lease” and collectively, the “Material Buyer Leases”)) has been provided to Target prior to execution of this Agreement or has been delivered or made available to Target. With respect to each of the Material LeasesBuyer Lease: (i) such Buyer Lease is legal, valid, and binding and in full force and effect and is Enforceable against on the applicable Group Company Buyer Entity party thereto, and, to the Knowledge of the CompanyBuyer, against each other Person party thereto, and no Group Company has subleased, licensed or otherwise granted any right to use or occupy the Leased Real Property or any portion thereof to a third party (other than Permitted Liens is enforceable and other than the right of a Group Company’s customers, employees in full force and services providers to use, occupy and access the Leased Real Property in the Ordinary Course of Business)effect; (ii) the applicable Group Company’s possession and quiet enjoyment except as set forth on Section 5.21 of the Leased Real Property Buyer Disclosure Memorandum, the transactions contemplated by this Agreement do not require the consent of any other party to such Buyer Lease, will not result in a breach of or default under such Material Buyer Lease, or otherwise cause such Buyer Lease has not been disturbed to cease to be legal, valid, binding, enforceable and in any manner that would materially affect full force and effect on identical terms following the applicable Group Company’s use of such Leased Real Property Closing; and there are no material disputes with respect to such Material Lease; (iii) no Group Company is currently in material default under, nor has any event occurred orBuyer Entity nor, to the Knowledge of the CompanyBuyer, does any circumstance exist thatother party to a Buyer Lease is in material Default under such Buyer Lease, with notice or lapse of time or both would constitute a material default by a Group Company under any Material Lease; (iv) and, to the Knowledge of the CompanyBuyer, no material default, event has occurred or failed to occur or circumstance exists thatwhich, with notice or lapse the delivery of notice, the passage of time or both, would constitute such a material default by any counterparty to any such Material Lease; (v) no security deposit Default, or portion thereof deposited with respect such Material Lease has been applied in respect permit the termination, material modification or acceleration of a breach or default rent under such Material Lease which Buyer Lease. No Buyer Entity (i) owns, or since January 1, 2011, has not been redeposited in full; (vi) no Group Company owes any brokerage commissions or finder’s fees with respect to such Material Lease; (vii) the other party to such Material Lease is not an Affiliate of, and otherwise does not have any economic interest inowned, any Group Company; and real property, (viiiii) no Group Company has collaterally assigned guaranteed payment of any purchase price or granted rent for any real property, or (iii) is obligated to purchase or rent any real property, other security interest in such Material Lease or any interest therein. The Company has made available to than under the SPAC a true, correct and complete copy of all Material Buyer Leases. No Group Company owns fee title to any land.

Real Property. Except for those matters as have not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, (a) Section 3.7 Parent and its Subsidiaries have good, valid and marketable title to all the real property owned by Parent and its Subsidiaries (collectively, the “Parent Owned Real Property”) and valid leasehold estates in all of the Company Disclosure Schedules sets forth real property leased or subleased by Parent and any of its Subsidiaries (collectively, the address of each “Parent Leased Real Property”) (whether as tenant, subtenant or pursuant to other occupancy arrangements) by Parent or any Subsidiaries free and a true, correct and complete list clear of all Leases Encumbrances in all material respects, except Permitted Encumbrances, (b) to the knowledge of Parent, there are no pending disputes related to the Parent Owned Real Property, (c) each agreement under which the Company Parent or any Subsidiary of its Subsidiaries is the Company is a party (including all amendmentslandlord, extensionssublandlord, renewalstenant, guaranties and other agreements subtenant, or occupant with respect thereto) for such to the Parent Leased Real Property (such Leases the each, a “Material LeasesParent Real Property Lease”). With respect to each of the Material Leases: (i) such Lease is legal, valid, binding and in full force and effect and is Enforceable valid and enforceable against the applicable Group Company party thereto, Parent or such Subsidiary and, to the Knowledge knowledge of Parent, the Companyother parties thereto, against each in accordance with its terms, subject, as to enforceability, to Creditors’ Rights, and neither Parent nor any of its Subsidiaries, or to the knowledge of Parent, any other party thereto, and no Group Company has subleased, licensed or otherwise granted received written notice of any right to use or occupy the Leased default under any Parent Real Property Lease and to the knowledge of Parent as of the date of this Agreement no facts or circumstances exist which with the passage of time and/or notice would constitute a default under any portion thereof to a third party (other than Permitted Liens and other than the right of a Group Company’s customers, employees and services providers to use, occupy and access the Leased Parent Real Property in the Ordinary Course of Business); Lease, (iid) the applicable Group Company’s possession and quiet enjoyment of the Leased Real Property under such Material Lease has not been disturbed in any manner that would materially affect the applicable Group Company’s use of such Leased Real Property and there are is no material disputes with respect to such Material Lease; (iii) no Group Company is currently in material default under, nor has any event occurred pending or, to the Knowledge knowledge of Parent, threatened, condemnation or eminent domain Proceedings that affect any of the CompanyParent Owned Real Property or the Parent Leased Real Property, does any circumstance exist that(e) the Parent Owned Real Property and the Parent Leased Real Property is in good order, with notice or lapse of time or both would constitute a material default by a Group Company under any Material Lease; condition and repair and is reasonably sufficient for Parent’s business as currently conducted and (ivf) to the Knowledge knowledge of Parent, the Company, no Parent Owned Real Property and the Parent Leased Real Property comply in all material default, event or circumstance exists that, respects with notice or lapse of time or both, would constitute a material default by any counterparty to any such Material Lease; (v) no security deposit or portion thereof deposited with respect such Material Lease has been applied in respect of a breach or default under such Material Lease which has not been redeposited in full; (vi) no Group Company owes any brokerage commissions or finder’s fees with respect to such Material Lease; (vii) the other party to such Material Lease is not an Affiliate of, and otherwise does not have any economic interest in, any Group Company; and (viii) no Group Company has collaterally assigned or granted any other security interest in such Material Lease or any interest therein. The Company has made available to the SPAC a true, correct and complete copy of all Material Leases. No Group Company owns fee title to any landapplicable Laws.

Real Property. Section 3.12 of the Seller Disclosure Schedule sets forth a list, as of the date hereof, that is complete and accurate in all material respects of (a) Section 3.7 the real property owned by Seller or any Transferred Entity with respect to the Business and being transferred to Purchaser as part of the Company Disclosure Schedules sets forth Sale hereunder (the address “Business Owned Real Property”) and the applicable Seller or Transferred Entity that is the holder thereof and (b) the real property leased, subleased or licensed by any Transferred Entity or other applicable Affiliate of each Seller with respect to the Business and being transferred to Purchaser as part of the Sale hereunder, other than the Business Owned Real Property (the “Business Leased Real Property” and, together with the Business Owned Property, the “Business Real Property”). Except as would not reasonably be expected to be material to the Business and the Transferred Entities, taken as a whole, each of the Transferred Entities, as applicable, has, good and marketable title to all Business Owned Real Property and a truevalid leasehold, correct subleasehold or license interest, as applicable, in the Business Leased Real Property leased, subleased or licensed by it, in each case free and complete list clear of all Leases Liens, except Permitted Liens. There are no pending or, to which the Company Knowledge of Seller, threatened condemnation proceedings affecting any Business Owned Real Property or Business Leased Real Property or any Subsidiary of material portion thereof, except as would not reasonably be expected to be material to the Company is Transferred Entities and the Business, taken as a party (including whole. All leases, subleases and licenses, together with all amendments, extensionsmodifications and supplements thereto (collectively, renewals, guaranties the “Real Property Leases” and other agreements with respect theretoeach a “Real Property Lease”) for such the Business Leased Real Property (such Leases the “Material Leases”). With respect to each of the Material Leases: (i) such Lease is legal, valid, binding and are in full force and effect and is Enforceable against the applicable Group Company party theretoare enforceable in accordance with their respective terms, and, subject to the Knowledge Enforceability Exceptions, except as would not reasonably be expected to be material to the Transferred Entities and the Business, taken as a whole. Neither Seller nor any Transferred Entity has received any written notice of any, and there is no, default or other matter or condition in existence as of the Companydate hereof that would constitute a breach under any Real Property Lease by any of the Transferred Entities under any such lease, against each sublease or license, except as would not reasonably be expected to be material to the Transferred Entities and the Business, taken as a whole. Except as would not reasonably be expected to be material to the Transferred Entities and the Business, taken as a whole, the buildings, structures, fixtures and other party thereto, improvements located on the Business Owned Real Property and no Group Company has subleased, licensed or otherwise granted any right to use or occupy the Business Leased Real Property (collectively, the “Improvements”) comply with all applicable Laws. Except as would not reasonably be expected to be material to the Transferred Entities and the Business, taken as a whole, none of the Improvements require any special dispensation, variance or special permit under any portion thereof Law (whether or not such dispensation, variance or special permit has been issued and obtained). Section 3.12(c) of the Seller Disclosure Schedule sets forth a list, as of the date hereof, that is complete and accurate in all material respects of all easements, servitudes, rights of way and similar agreements that encumber, affect or have otherwise granted rights in and to a third party (other than Permitted Liens and other than the right of a Group Company’s customers, employees and services providers to use, occupy and access the Leased Business Real Property in the Ordinary Course of Business); (ii) the applicable Group Company’s possession and quiet enjoyment favor of the Leased Real Property under such Material Lease has Seller, PSE&G or their respective Affiliates (together with all amendments, modifications and other supplements thereto, the “Existing Affiliate Easements”). The Existing Affiliate Easements do not been disturbed in any manner that materially interfere with, and would not reasonably be expected to materially affect the applicable Group Company’s use of such Leased Real Property and there are no material disputes interfere with respect to such Material Lease; (iii) no Group Company is currently in material default under, nor has any event occurred or, to the Knowledge as a result of the Company, does any circumstance exist that, with notice or lapse of time or both would constitute a material default by a Group Company under any Material Lease; (iv) to the Knowledge exercise of the Companyrights of the parties thereunder, no material defaultthe ordinary conduct of the Business as conducted as of the date hereof at the asset to which they relate, event or circumstance exists that, with notice the use or lapse of time or both, would constitute a material default by any counterparty to any such Material Lease; (v) no security deposit or portion thereof deposited with respect such Material Lease has been applied in respect of a breach or default under such Material Lease which has not been redeposited in full; (vi) no Group Company owes any brokerage commissions or finder’s fees with respect to such Material Lease; (vii) the other party to such Material Lease is not an Affiliate of, and otherwise does not have any economic interest in, any Group Company; and (viii) no Group Company has collaterally assigned or granted any other security interest in such Material Lease or any interest therein. The Company has made available to the SPAC a true, correct and complete copy of all Material Leases. No Group Company owns fee title to any landoccupancy thereof.

Real Property. Neither Holdings nor any of its Subsidiaries owns any real property. Schedule 2.21 lists all real property leased or subleased by Holdings or its Subsidiaries as lessee or lessor (athe “Leased Real Property”) Section 3.7 as of the Company Disclosure Schedules sets forth date hereof for which the address of annual rental obligation for the 2004 fiscal year exceeds $250,000. Except as would not reasonably be expected to have a Material Adverse Effect, (i) each Leased Real PropertyProperty is possessed and quietly occupied by Holdings and/or its Subsidiaries pursuant to a lease or sublease (each, a “Real Property Lease”) and each such Real Property Lease is in effect and creates a true, correct valid and complete list of all Leases to which binding leasehold interest in the Company or any Subsidiary of the Company is a party (including all amendments, extensions, renewals, guaranties and other agreements with respect thereto) for such Leased Real Property in favor of Holdings or one of its Subsidiaries, free and clear of all Liens except for Permitted Liens; (such Leases ii) neither Holdings nor its Subsidiaries, nor, to the “Material Leases”). With respect knowledge of Holdings, any other party thereto is in breach of or default or alleged to each of the Material Leases: (i) such Lease is legal, valid, binding and be in full force and effect and is Enforceable against the applicable Group Company party theretodefault under any Real Property Lease, and, to the Knowledge knowledge of the CompanyHoldings, against each other party thereto, and no Group Company event has subleased, licensed or otherwise granted any right to use or occupy the Leased Real Property or any portion thereof to a third party (other than Permitted Liens and other than the right of a Group Company’s customers, employees and services providers to use, occupy and access the Leased Real Property in the Ordinary Course of Business); (ii) the applicable Group Company’s possession and quiet enjoyment of the Leased Real Property under such Material Lease has not been disturbed in any manner that would materially affect the applicable Group Company’s use of such Leased Real Property and there are no material disputes with respect to such Material Lease; (iii) no Group Company is currently in material default under, nor has any event occurred or, to the Knowledge of the Company, does any circumstance exist thatwhich, with notice or lapse of time or both would constitute a material default by a Group Company under any Material Lease; (iv) to the Knowledge of the Companywithout notice, no material default, event or circumstance exists that, with notice or lapse of time or both, would constitute a material default by or the permit termination, cancellation or adverse modification thereof or the acceleration of any counterparty to any such Material Leaserights of the lessor thereunder; (viii) no security deposit to the Knowledge of Holdings, the present use by Holdings or portion thereof deposited any of its Subsidiaries of each Leased Real Property complies with respect all zoning, building, land use and other Laws applicable to or affecting in any way such Material Lease has been applied in respect of a breach or default under such Material Lease which has not been redeposited in full; (vi) no Group Company owes any brokerage commissions or finder’s fees with respect to such Material Lease; (vii) the other party to such Material Lease is not an Affiliate of, and otherwise does not have any economic interest in, any Group CompanyLeased Real Property; and (viiiiv) the material improvements located on the Leased Real Property are, in the aggregate, in a state of good condition and repair (ordinary wear and tear excepted). There are no Group Company has collaterally assigned leases, subleases, licenses, occupancy agreements, options, rights, concessions or granted other agreements or arrangements, written or oral, to use or occupy any of the Leased Real Property other security interest than those entered into in such Material Lease the ordinary course of business or that do not materially or adversely impact the use of the Leased Real Property by Holdings or any interest therein. The Company has made available to the SPAC a true, correct and complete copy of all Material Leases. No Group Company owns fee title to any landits Subsidiaries as currently used.

Real Property. (aSchedule ARTICLE III(mm)(1) Section 3.7 of the Seller Disclosure Schedule is a complete and accurate list of all real property owned by the Company or which will be owned by the Company on the Closing Date (the "Owned Real Property"). Schedule ARTICLE III(mm)(2) of the Seller Disclosure Schedules sets forth Schedule is a complete and accurate list of all leases, subleases, licenses and other agreements (collectively, the address "Real Property Leases") under which the Company uses or occupies any real property (the land, buildings and other improvements covered by the Real Property Leases being herein called the "Leased Real Property" and together with the Owned Real Property and the U.S. Forest Service Properties, the "Real Property"). The Company has delivered to the Purchasers copies of each the Real Property Leases which are true and correct in all material respects. Each Real Property Lease is in full force and effect and neither the Company nor, to the Knowledge of the Company, any other party to such Real Property Lease is in breach in any material respect thereof or default in any material respect thereunder. The Real Property is all of the real property that the Company owns or occupies (or will own or occupy on the Closing Date). The Company owns or will, on the Closing Date, own good and marketable fee title to the Owned Real Property and good and valid leasehold interests in the Leased Real Property, subject only to Permitted Exceptions and Liens securing the ASC-Level Financing (which Liens shall be released on or before the Closing Date as provided in Section 7.05). The foregoing representation (a) shall not be construed in any event to relate to the fee interest in any Leased Real Property and (b) shall be deemed deleted with respect to any matter covered by a title insurance policy obtained by the Company or the Purchaser. Except as set forth on Schedule ARTICLE III(oo) of the Seller Disclosure Schedule, the Company has not received written notice regarding any of the following (except for matters previously resolved): (y) any dispute from any contiguous property owners concerning contiguous boundary lines, or (z) any claims of others to rights over, under, across or through any of the Owned Real Property or Leased Real Property by virtue of use or prescription. ASC has previously delivered to the Purchaser lists of the most recently issued real and personal (including vehicles) property tax assessments and tax bills, if any, for the Company's and ASC Real Estate Affiliate's 2000 and 2001 fiscal years for all property owned or leased by the Company or ASC Real Estate Affiliate. Except as set forth on Schedule ARTICLE III(qq) of the Seller Disclosure Schedule, all Owned Real Property is free from agreements creating an obligation to sell, lease or grant an option to sell or lease. Schedule ARTICLE III(rr) of the Seller Disclosure Schedule lists, as of the date hereof, all property (the "U.S. Forest Service Properties") subject to the permits issued to the Company by the U.S. Forest Service (collectively, the "U.S. Forest Service Permits"). The Company has made available to the Purchasers or their representatives copies of the U.S. Forest Service Permits that are true, correct and complete list in all material respects, subject to any modifications to the fees or other amounts payable thereunder which may have been imposed by any applicable Law. The interest of the Company, as permitted under the U.S. Forest Service Permits, is subject to no Liens other than Liens securing the ASC-Level Financings (which Liens shall be released on or before the Closing Date as provided in Section 7.05). Schedule ARTICLE III(ss) of the Seller Disclosure Schedule sets forth, as of the date hereof, all Leases material leases, subleases and licenses (collectively, the "Space Leases") granting to which any Person other than the Company any right to the possession, use, occupancy or enjoyment of the Real Property or any Subsidiary of the Company is a party (including all amendments, extensions, renewals, guaranties and other agreements with respect thereto) for such Leased Real Property (such Leases the “Material Leases”)portion thereof. With respect to each of the Material Leases: (i) such Each Space Lease is legal, valid, binding and in full force and effect effect, and is Enforceable against neither the applicable Group Company party thereto, andnor, to the Knowledge of the Company, against each any other party theretoto such Space Lease is in material breach thereof or default thereunder. Except for ongoing condemnation actions relating to the Park Avenue Redevelopment District in South Lake Tahoe, and no Group Company has subleased, licensed or otherwise granted any right to use or occupy the Leased Real Property or any portion thereof to a third party (other than Permitted Liens and other than the right of a Group Company’s customers, employees and services providers to use, occupy and access the Leased Real Property in the Ordinary Course of Business); (iiCalifornia set forth on Schedule 3.19(h) the applicable Group Company’s possession and quiet enjoyment of the Leased Seller Disclosure Schedule, neither the Company nor ASC Real Property under such Material Lease Estate Affiliate has not been disturbed in any manner that would materially affect the applicable Group Company’s use received notice of such Leased Real Property and there are is no material disputes with respect to such Material Lease; (iii) no Group Company is currently in material default under, nor has any event occurred pending or, to the Knowledge of the Company, does as of the date hereof, threatened or contemplated condemnation proceeding affecting the Real Property or any circumstance exist thatpart thereof, nor any sale or other disposition of the Real Property or any part thereof in lieu of condemnation. All chairlifts, gondolas, buildings and other improvements, access roads and ski-runs used in connection with notice the Business, each as listed on Exhibit A to the Surveyor Certificate (as defined below), are located either on (i) the Owned Real Property, (ii) valid easements owned by the Company which allow the existence, operation and maintenance of the applicable, chairlifts, gondolas, buildings, improvements or lapse of time ski-runs, (iii) real property owned by the United States Forest Service which is covered by the U.S. Forest Service Permits or both would constitute a material default by a Group Company under any Material Lease; (iv) land leased by the Company pursuant to valid leases which allow the existence, operation and maintenance of the applicable, chairlifts, gondolas, buildings, improvements or ski-runs. This representation shall be considered deleted from this Agreement for all purposes if, on or prior to Closing, Xxxxxx & Associates, Inc. shall have delivered to the Knowledge of Parent a certificate substantially in the Company, no material default, event or circumstance exists that, with notice or lapse of time or both, would constitute a material default by any counterparty to any such Material Lease; form annexed hereto as Exhibit C (v) no security deposit or portion thereof deposited with respect such Material Lease has been applied in respect of a breach or default under such Material Lease which has not been redeposited in full; (vi) no Group Company owes any brokerage commissions or finder’s fees with respect to such Material Lease; (vii) the other party to such Material Lease is not an Affiliate of, and otherwise does not have any economic interest in, any Group Company; and (viii) no Group Company has collaterally assigned or granted any other security interest in such Material Lease or any interest therein. The Company has made available to the SPAC a true, correct and complete copy of all Material Leases. No Group Company owns fee title to any land"Surveyor Certificate").

Real Property. (a) Section 3.7 3.15 of the Company Disclosure Schedules sets forth the address of each Leased Real Property, and a true, correct true and complete list of all Leases Owned Real Property and all Leased Real Property, including, (i) with respect to which all Owned Real Property, the Company or any Subsidiary street address and the current record owner of each parcel of Owned Real Property, and (ii) with respect to all Leased Real Property, the street address and the identity of the lessor, lessee and current occupant (if different from lessee) of each such parcel of Leased Real Property. True and complete copies of all leases and licenses, including all amendments and assignments thereto and all guaranties thereof (the “Leases”), relating to all Leased Real Property, have been provided to the Lenders. Each of the Company is a party and its Subsidiaries has (including x) good and marketable title in fee simple to all amendments, extensions, renewals, guaranties and other agreements with respect thereto) for such Leased Owned Real Property and (such Leases the “Material Leases”). With respect to each of the Material Leases: (iy) such Lease is legal, a valid, binding and enforceable leasehold estate in full force all Leased Real Property, in each case, free and effect clear of all Encumbrances except Permitted Encumbrances and as has not and would not reasonably be expected to have a Company Material Adverse Effect. No parcel of Owned Real Property is Enforceable against the applicable Group Company party theretosubject to any governmental decree or order to be sold or is being condemned, andexpropriated or otherwise taken by any public authority with or without payment of compensation therefor, nor, to the Knowledge of the Company, against each has any such condemnation, expropriation or taking been proposed. All leases of Leased Real Property and all amendments and modifications thereto are in full force and effect, and there exists no default under any such lease by the Company, any of its Subsidiaries or any other party thereto, and no Group Company has subleased, licensed or otherwise granted any right to use or occupy the Leased Real Property or any portion thereof to a third party (other than Permitted Liens and other than the right of a Group Company’s customers, employees and services providers to use, occupy and access the Leased Real Property in the Ordinary Course of Business); (ii) the applicable Group Company’s possession and quiet enjoyment of the Leased Real Property under such Material Lease has not been disturbed in any manner that would materially affect the applicable Group Company’s use of such Leased Real Property and there are no material disputes with respect to such Material Lease; (iii) no Group Company is currently in material default under, nor has any event occurred or, to the Knowledge of the Company, does any circumstance exist that, with notice or lapse of time or both would constitute a material default by a Group Company under any Material Lease; (iv) to the Knowledge of the Company, no material default, event or circumstance exists thatwhich, with notice or lapse of time or both, would constitute a material default thereunder by the Company, any counterparty of its Subsidiaries or any other party thereto that has or would reasonably be expected to any such have a Company Material Lease; (v) no security deposit or portion thereof deposited Adverse Effect. All leases of Leased Real Property shall remain valid and binding in accordance with respect such Material Lease has been applied in respect of a breach or default under such Material Lease which their terms following the Closing, except where the failure to remain so valid and binding has not been redeposited in full; (vi) no Group had and would not reasonably be expected to have a Company owes any brokerage commissions or finder’s fees with respect to such Material Lease; (vii) the other party to such Material Lease is not an Affiliate of, and otherwise does not have any economic interest in, any Group Company; and (viii) no Group Company has collaterally assigned or granted any other security interest in such Material Lease or any interest therein. The Company has made available to the SPAC a true, correct and complete copy of all Material Leases. No Group Company owns fee title to any landAdverse Effect.

Real Property. (a) Section 3.7 of the The Company Disclosure Schedules does not own any fee simple interest in real property other than as set forth on Schedule 4.16. The Company does not lease or sublease (as lessee or sublessee) any real property other than as set forth on Schedule 4.16. Schedule 4.16 sets forth the municipal address and proper legal description of each parcel of real property owned by the Company (the "Owned Property") or leased or subleased (as lessee or sublessee) by the Company (the "Leased Property" and, together with the Owned Property, the "Real Property, and a true, correct "). Attached hereto as Schedule 4.16 are true and complete list copies of all Leases to which the Company or any Subsidiary of the Company is a party lease and sublease agreements and all other instruments granting such leasehold interests, rights, options, or other interests, as amended to date (including all amendments, extensions, renewals, guaranties and other agreements with respect theretothe "Leases") for such relating to the Leased Real Property (such Property. The Leases the “Material Leases”). With respect to each of the Material Leases: (i) such Lease is legal, are valid, binding and in full force and effect and is Enforceable against have been properly registered in the applicable Group Company party theretoappropriate land registry office. All rent and other sums and charges payable under the Leases are current, and, to the Knowledge no notice of default or termination under any of the CompanyLeases is outstanding, against each other party theretono termination event or condition or uncured default on the part of the Company or on the part of the landlord or sublandlord, as the case may be, thereunder, exists under the Leases, and no Group Company event has subleased, licensed or otherwise granted any right to use or occupy the Leased Real Property or any portion thereof to a third party (other than Permitted Liens occurred and other than the right of a Group Company’s customers, employees and services providers to use, occupy and access the Leased Real Property in the Ordinary Course of Business); (ii) the applicable Group Company’s possession and quiet enjoyment of the Leased Real Property under such Material Lease has not been disturbed in any manner that would materially affect the applicable Group Company’s use of such Leased Real Property and there are no material disputes with respect to such Material Lease; (iii) no Group Company is currently in material default under, nor has any event occurred or, to the Knowledge of the Company, does any circumstance exist thatcondition exists which, with the giving of notice or lapse of time or both would constitute a material default by a Group Company under any Material Lease; (iv) to the Knowledge of the Company, no material default, event or circumstance exists that, with notice or lapse of time or both, would constitute such a material default by or termination event or condition. In the event that any counterparty of the Leases is a sublease, the relevant Company, as sublessee or sublessor, as the case may be, has obtained the required consent of the prime landlord to such sublease, and such prime lease is in full force and effect, there are no outstanding uncured notices of default or termination, and no right of the Company in any such sublease conflicts with such prime lease. There are no subleases, licenses or other agreements granting to any such Material Lease; (v) no security deposit or portion thereof deposited with respect such Material Lease has been applied in respect of a breach or default under such Material Lease which has not been redeposited in full; (vi) no Group person other than the relevant Company owes any brokerage commissions or finder’s fees with respect to such Material Lease; (vii) the other party to such Material Lease is not an Affiliate of, and otherwise does not have any economic interest in, any Group Company; and (viii) no Group Company has collaterally assigned or granted any other security interest in such Material Lease or any interest therein. The Company has made available right to the SPAC a truepossession, correct and complete copy use, occupancy or enjoyment of all Material the premises demised by the Leases. No Group Company owns fee title to any landAll of the premises are used in the conduct of the Company's business.

Real Property. (a) Section 3.7 of the Company Disclosure Schedules Schedule 3.9(a) sets forth the address of each Leased Real Property, and a true, correct and complete list of all Leases to which the Company or any Subsidiary of the Company is a party (including all amendments, extensions, renewals, guaranties and other agreements with respect thereto) for such Leased Real Property (such Leases the “Material Leases”). With respect to each of the Material Leasesof: (i) such Lease is legalall real property and interests in real property owned in fee by the any of the Group Companies or Blocker Companies (individually, validtogether with all buildings, binding improvements and in full force fixtures located thereon and effect and is Enforceable against the applicable Group Company party all appurtenances thereto, andan “Owned Property” and collectively, to the Knowledge of “Owned Properties”) and the Company, against each other party thereto, physical street address and no Group Company has subleased, licensed or otherwise granted any right to use or occupy the Leased Real Property or any portion thereof to a third party (other than Permitted Liens and other than the right of a Group Company’s customers, employees and services providers to use, occupy and access the Leased Real Property in the Ordinary Course of Business)owner thereof; (ii) the applicable Group Company’s possession and quiet enjoyment all leases of real property by any of the Leased Group Companies or Blocker Companies (whether as lessor, lessee, sublessor or sublessee), together with any and all amendments thereto and modifications thereof (individually, a “Real Property under such Material Lease has not been disturbed in any manner that would materially affect Lease” and collectively, the applicable Group Company’s use of such Leased “Real Property Leases”); and there are no (iii) each parcel of real property or other interest in real property leased under the Real Property Leases other than an Owned Property (individually, a “Leased Property” and collectively, the “Leased Properties”) and, together with the Owned Properties, being referred to herein individually as a “Company Property” and collectively as the “Company Properties”) and the physical street address thereof. No Group Company or Blocker Company has received any written notice of any Action or Order pending or threatened against or affecting any Company Property, or any material disputes portion thereof, in the nature or in lieu of condemnation or eminent domain proceedings. Except as set forth in Schedule 3.9(a)(ii), and other than with respect to such Material Lease; (iii) Permitted Exceptions, no Group Company or Blocker Company is currently in material default undera lessor, nor has sublessor or grantor under any event occurred orlease, sublease or other instrument granting to any other Person any right to the Knowledge possession, lease, occupancy or enjoyment of any Company Property, or portion thereof, and no Person other than a Group Company or Blocker Company has the Companyright to possess, does lease, or occupy any circumstance exist that, with notice Company Property or lapse portion thereof. The use and operation of time or both would constitute a material default each Company Property by a Group Company under or a Blocker Company and all improvements located thereon do not violate in any Material Lease; (iv) to the Knowledge of the Companymaterial respect any Law, no material defaultcovenant, event condition, restriction, easement, license, Permit or circumstance exists that, with notice or lapse of time or both, would constitute a material default by any counterparty to any such Material Lease; (v) no security deposit or portion thereof deposited with respect such Material Lease has been applied in respect of a breach or default under such Material Lease which has not been redeposited in full; (vi) no Group Company owes any brokerage commissions or finder’s fees with respect to such Material Lease; (vii) the other party to such Material Lease is not an Affiliate of, and otherwise does not have any economic interest in, any Group Company; and (viii) no Group Company has collaterally assigned or granted any other security interest in such Material Lease or any interest therein. The Company has made available to the SPAC a true, correct and complete copy of all Material Leases. No Group Company owns fee title to any landagreement.

Real Property. Except as disclosed in Schedule 3.10, all material real property owned or leased by Purchaser or any of its Subsidiaries (acollectively, the "PURCHASER PROPERTY") Section 3.7 is disclosed in the Purchaser SEC Documents. Purchaser or one of its Subsidiaries has valid ownership or leasehold interests in the Purchaser Properties, in each case free and clear of all Liens, except (i) Purchaser Permitted Liens, (ii) such Liens as are disclosed in the Purchaser SEC Documents, (iii) Liens, subleases and similar agreements set forth in Schedule 3.10, (iv) easements, covenants, rights-of-way and other similar restrictions of record, (v) any conditions that may be shown by a current, accurate survey or that would be apparent as part of a physical inspection of any Purchaser Property made prior to the Closing and (vi) (A) zoning, building and other similar restrictions, (B) Liens that have been placed by any developer, landlord or other third party and subordination or other similar agreements relating thereto and (C) unrecorded easements, covenants, rights-of-way and other similar restrictions. Neither Purchaser nor any of its Subsidiaries has agreed to sell or granted any unaffiliated Person the right to buy any of the Company Disclosure Schedules sets forth owned Purchaser Property. Except as would not, individually or in the address of each Leased Real Propertyaggregate, and have a true, correct and complete list of all Leases to which the Company or any Subsidiary of the Company is a party (including all amendments, extensions, renewals, guaranties and other agreements Material Adverse Effect on Purchaser with respect thereto) for such Leased Real Property (such Leases the “Material Leases”). With respect to each Purchaser Property, such lease is pursuant to a written lease which is in full force and effect, without any default (or, to the knowledge of Purchaser, no event that, with or without the giving of notice or the lapse of time or both, could constitute a default) or waiver by Purchaser or any of its Subsidiaries, as the case may be, or, to Purchaser's knowledge as of the Material Leases: (i) date hereof, by the lessor thereunder. Each such Lease is lease will continue to be legal, valid, binding binding, enforceable and in full force and effect and is Enforceable against on identical terms following the applicable Group Company party thereto, and, to the Knowledge of the Company, against each other party thereto, and no Group Company has subleased, licensed or otherwise granted any right to use or occupy the Leased Real Property or any portion thereof to a third party (other than Permitted Liens and other than the right of a Group Company’s customers, employees and services providers to use, occupy and access the Leased Real Property in the Ordinary Course of Business); (ii) the applicable Group Company’s possession and quiet enjoyment of the Leased Real Property under such Material Lease has not been disturbed in any manner that would materially affect the applicable Group Company’s use of such Leased Real Property and there are no material disputes with respect to such Material Lease; (iii) no Group Company is currently in material default under, nor has any event occurred or, to the Knowledge of the Company, does any circumstance exist that, with notice or lapse of time or both would constitute a material default by a Group Company under any Material Lease; (iv) to the Knowledge of the Company, no material default, event or circumstance exists that, with notice or lapse of time or both, would constitute a material default by any counterparty to any such Material Lease; (v) no security deposit or portion thereof deposited with respect such Material Lease has been applied in respect of a breach or default under such Material Lease which has not been redeposited in full; (vi) no Group Company owes any brokerage commissions or finder’s fees with respect to such Material Lease; (vii) the other party to such Material Lease is not an Affiliate of, and otherwise Acquisition. This Section 3.10 does not have any economic interest inrelate to environmental matters, any Group Company; and (viii) no Group Company has collaterally assigned or granted any other security interest in such Material Lease or any interest therein. The Company has made available to items being the SPAC a true, correct and complete copy subject of all Material Leases. No Group Company owns fee title to any landSection 3.17(b).

Real Property. (a) Section 3.7 of the Company Disclosure Schedules sets forth the address of each Leased Real Property, and Seller has delivered to Buyer a true, correct and complete list of all Leases to which the Company or any Subsidiary copy of the Company is a party Lease and any and all ancillary documents pertaining thereto (including including, but not limited to, all amendments, extensions, renewals, guaranties consents for alterations and other agreements with respect thereto) for such Leased Real Property (such Leases the “Material Leases”documents recording variations and evidence of commencement dates and expiration dates). With respect to each of the Material Leases: (i) such The Lease is legal, valid, binding binding, enforceable against Seller and in full force and effect and is Enforceable represents the entire agreement between the landlord thereunder and Seller with respect to the property subject thereto. To each Seller Party’s Knowledge, nothing impairs Seller’s ability to enforce its rights under the Lease against the applicable Group Company landlord. Seller has undisturbed possession of the premises subject to the Lease and the Lease is in full force and effect and Seller is entitled to the benefits of the Lease in accordance with the terms thereof. Seller has not received any notice of a breach or default under the Lease, and Seller has not granted to any other Person any rights, adverse or otherwise, under the Lease. Neither Seller nor (to the Knowledge of any Seller Party) any other party theretoto the Lease, is in breach or default in any material respect, and, to the Knowledge of the Companyeach Seller Party, against each other party thereto, and no Group Company event has subleased, licensed or otherwise granted any right to use or occupy the Leased Real Property or any portion thereof to a third party (other than Permitted Liens and other than the right of a Group Company’s customers, employees and services providers to use, occupy and access the Leased Real Property in the Ordinary Course of Business); (ii) the applicable Group Company’s possession and quiet enjoyment of the Leased Real Property under such Material Lease has not been disturbed in any manner that would materially affect the applicable Group Company’s use of such Leased Real Property and there are no material disputes with respect to such Material Lease; (iii) no Group Company is currently in material default under, nor has any event occurred or, to the Knowledge of the Company, does any circumstance exist that, with notice or lapse of time or both would constitute a material default by a Group Company under any Material Lease; (iv) to the Knowledge of the Company, no material default, event or circumstance exists that, with notice or lapse of time or both, would constitute a material default by any counterparty to any such Material Lease; (v) no security deposit or portion thereof deposited with respect such Material Lease has been applied in respect of a breach or default or permit termination, modification or acceleration under such Material the Lease. There is no dispute between Seller and any landlord under the Lease which and no waiver, indulgence or postponement of Seller’s obligations thereunder has not been redeposited granted by any Landlord. The rental set forth in full; (vi) the Lease is the actual rental being paid, and there are no Group Company owes any brokerage commissions separate agreements or finder’s fees understandings with respect to the same. Other than the leasehold interests created by the Lease, Seller holds no interests in real property of any kind. The premises subject to the Lease are not subject to any zoning ordinance, Lien, or other restriction or encumbrance which would have a Material Adverse Effect on the Business or the use and enjoyment of such Material Lease; (vii) property in the other party to manner in which such Material Lease property is not an Affiliate ofcurrently used and enjoyed. To each Seller Party’s Knowledge, and otherwise does not have any economic interest in, any Group Company; and (viii) there is no Group Company has collaterally assigned planned or granted any other security interest in such Material Lease threatened taking or condemnation of all or any interest therein. The Company has made available to the SPAC a true, correct and complete copy part of all Material Leases. No Group Company owns fee title to any landsuch premises.

Real Property. Each parcel of real property leased pursuant to any Subleased Real Estate Lease is leased by a Seller free and clear of all Liens on such Seller’s leasehold interest, as applicable, except for Permitted Encumbrances and encumbrances underlying the fee estate (a) Section 3.7 provided that this representation is being made only with respect to that portion of the Company Disclosure Schedules sets forth premises subject thereto which, following the address completion of each Leased Real Propertythe segregation of such premises contemplated by Section 5.24, and will be subject to a Sublease). The Sellers have made available to the Purchaser true, correct and complete list copies of all Leases to which any Subleased Real Estate Lease, in each case as amended or otherwise modified and in effect. Following the Company or any Subsidiary completion of the Company is a party (including all amendments, extensions, renewals, guaranties and other agreements with respect thereto) for such Leased Real Property (such Leases the “Material Leases”). With respect to each segregation of the Material Leases: Subleased Real Estate Leases contemplated by Section 5.24, there will be no written or oral subleases, licenses, concessions, occupancy agreements or other contractual obligations granting to any other Person the right to use or occupancy of the premises subject to Sublease and there will be no Person (iother than the Sellers) in possession of such premises. Each Subleased Real Estate Lease is legal, valid, valid and binding and is in full force and effect effect, in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium and similar laws affecting creditors’ rights generally (including, without limitation, the Sellers’ rights under the Bankruptcy Proceedings) and general principles of equity (regardless of whether enforcement is Enforceable against sought in a proceeding in equity or at law). Except for any such event resulting from the applicable Group Company party thereto, andBankruptcy Proceedings, to the Knowledge of Sellers, since the Company, against each other party thereto, Petition Date no Seller has materially breached any Subleased Real Estate Lease and no Group Company event has subleased, licensed or otherwise granted any right to use or occupy the Leased Real Property or any portion thereof to a third party (other than Permitted Liens and other than the right of a Group Company’s customers, employees and services providers to use, occupy and access the Leased Real Property in the Ordinary Course of Business); (ii) the applicable Group Company’s possession and quiet enjoyment of the Leased Real Property under such Material Lease has not been disturbed in any manner occurred that would materially affect the applicable Group Company’s use of such Leased Real Property and there are no material disputes with respect to such Material Lease; (iii) no Group Company is currently in material default under, nor has any event occurred or, to the Knowledge of the Company, does any circumstance exist that, with notice or lapse of time or both would constitute cause a material default by a Group Company under any Material Lease; (iv) to the Knowledge of the Company, no material default, event or circumstance exists that, with notice or lapse of time or both, would constitute a material default by any counterparty to any such Material Lease; (v) no security deposit or portion thereof deposited with respect such Material Lease has been applied in respect of a breach or default under such Material Lease which has not been redeposited in full; (vi) no Group Company owes any brokerage commissions or finder’s fees with respect to such Material Lease; (vii) the other party to such Material Lease is not an Affiliate of, and otherwise does not have any economic interest in, any Group Company; and (viii) no Group Company has collaterally assigned or granted any other security interest in such Material Lease or any interest therein. The Company has made available to the SPAC a true, correct and complete copy of all Material Leases. No Group Company owns fee title to any land.except for those

Real Property. (ai) Section 3.7 of Schedule 2.14 hereto identifies the real property ("COMPANY LEASED REAL PROPERTY") leased, subleased, occupied or used by the Company Disclosure Schedules sets forth pursuant to a Lease or other agreement (each such Lease or other similar agreement being hereinafter referred to as a "COMPANY LEASE") and the address of each Company owns or leases the improvements located on such Company Leased Real Property, and a true, correct and complete list of all . The Company has not received any written notification that it is in default with respect to any Company Leases pursuant to which the it occupies or uses any Company or any Subsidiary of the Company is a party (including all amendments, extensions, renewals, guaranties and other agreements with respect thereto) for such Leased Real Property (and/or such Leases the “Material Leases”). With respect to each of the Material Leases: (i) such Lease is legal, valid, binding and in full force and effect and is Enforceable against the applicable Group Company party thereto, andimprovements nor, to the Knowledge knowledge of the Company, against each other party theretoare there any disputes between any Person and the Company with respect to Company Leases, which default or dispute would materially adversely affect the right of the Company to remain in possession of the property in question or otherwise adversely affect in any material respect the ability to use such property for its current use. Except as set forth in Schedule 2.14, the Company has performed all obligations required to be performed by it to date under, and is not in default in respect of, any Company Lease, and no Group Company event has subleased, licensed or otherwise granted any right to use or occupy the Leased Real Property or any portion thereof to a third party (other than Permitted Liens and other than the right of a Group Company’s customers, employees and services providers to use, occupy and access the Leased Real Property in the Ordinary Course of Business); (ii) the applicable Group Company’s possession and quiet enjoyment of the Leased Real Property under such Material Lease has not been disturbed in any manner that would materially affect the applicable Group Company’s use of such Leased Real Property and there are no material disputes with respect to such Material Lease; (iii) no Group Company is currently in material default under, nor has any event occurred or, to the Knowledge of the Company, does any circumstance exist thatwhich, with notice or lapse of time or both would constitute a material default by a Group Company under any Material Lease; (iv) to the Knowledge of the Company, no material default, event or circumstance exists that, with due notice or lapse of time or both, would constitute such a material default by default, except for such obligations, the non-performance of which, and such defaults, the existence of which, in each case, would not result in a termination or cancellation of any counterparty Lease (or other such agreement). To the knowledge of the Company, no other party to any Company Lease or such Material Lease; (v) no security deposit or portion thereof deposited with respect such Material Lease has been applied other agreement is in default in respect thereof, and no event has occurred which, with due notice or lapse of time or both, would constitute such a breach default, except for defaults which, individually or default under such in the aggregate, would not have a Material Lease which has not been redeposited in full; (vi) no Group Company owes any brokerage commissions or finder’s fees Adverse Effect with respect to such Material Lease; (vii) the other party to such Material Lease is not an Affiliate ofCompany. Except as disclosed in Schedule 2.14, and otherwise does not have any economic interest in, any Group Company; and (viii) no Group the Company has collaterally assigned or granted any other security a valid leasehold interest in such Material Lease or any each Company Leased Real Property subject to a Company Lease, which leasehold interest therein. The Company has made available to the SPAC a true, correct is free and complete copy clear of all Material Leases. No Group Company owns fee title to any landLiens, except Permitted Liens.

Real Property. (a) Section 3.7 of the The Company Disclosure Schedules has no Owned Property. Schedule 2.23 attached hereto sets forth the address of each Leased Real Property, Property and a true, correct true and complete list of all Leases leases, subleases and other occupancy agreements (written and oral), including all amendments, extensions and other modifications pursuant to which the Company or any Subsidiary of the Company is a party (including all amendments, extensions, renewals, guaranties and other agreements with respect thereto) for such holds Leased Real Property (such Leases the “Material Leases”). With The Company has previously delivered to Buyer true, complete and correct copies of all the Leases and, in the case of an oral Lease, a written summary of the material terms thereof. The Company has a good and valid leasehold interest in and to all of the Leased Property, subject to no Liens except for Permitted Liens. Except as set forth in Schedule 2.23, with respect to each of the Material Leases: (i) such the Lease is legal, valid, binding and in full force and effect and is Enforceable against the applicable Group Company party thereto, and, to the Knowledge of the Company, against each other party thereto, and no Group Company has subleased, licensed or otherwise granted any right to use or occupy the Leased Real Property or any portion thereof to a third party (other than Permitted Liens and other than the right of a Group Company’s customers, employees and services providers to use, occupy and access the Leased Real Property enforceable in the Ordinary Course of Business)accordance with its terms; (ii) there exists no default or condition which, with the applicable Group giving of notice, the passage of time or both, could become a default under any Lease; (iii) no consent, waiver, approval or authorization is required from the landlord under any Lease as a result of the execution of this Agreement or the consummation of the transactions contemplated hereby; (iv) the Company’s possession and quiet enjoyment of the Leased Real Property under such Material Lease has not been disturbed in any manner that would materially affect the applicable Group Company’s use of such Leased Real Property disturbed, and there are no material disputes with respect to such Material Lease; (iii) no Group Company is currently in material default under, nor has any event occurred or, to the Knowledge of the Company, does any circumstance exist that, there are no disputes with notice or lapse of time or both would constitute a material default by a Group Company under any Material Lease; (iv) respect to the Knowledge of the Company, no material default, event or circumstance exists that, with notice or lapse of time or both, would constitute a material default by any counterparty to any such Material Lease; (v) no security deposit or portion thereof deposited with respect such Material Lease has been applied in respect of a breach or default under such Material Lease which has not been redeposited in full; (vi) no Group the Company owes does not owe, nor will it owe in the future, any brokerage commissions or finder’s fees with respect to such Material Lease; (vii) the other party to such Material Lease is not an Affiliate of, and otherwise does not have any economic interest in, the Company; (viii) the Company has not subleased, licensed or otherwise granted any Group CompanyPerson the right to use or occupy such Leased Property or any portion thereof; and (viiiix) there are no Group Company has collaterally assigned Liens on the estate or granted any other security interest in created by such Material Lease or any interest therein. The Company has made available to the SPAC a true, correct and complete copy of all Material Leases. No Group Company owns fee title to any landLease.

Real Property. (a) Section 3.7 20 of the Company Disclosure Schedules Letter sets forth the address of each Leased Real Property, and describes a true, complete and correct and complete list of all Leases of the existing leases, subleases, licenses or other agreements pursuant to which the Company or any Subsidiary 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 "Company is Leased Real Property", and each such lease, sublease, license or other agreement, a party "Company Lease" and, collectively, the "Company Leases"). The Company has made available in the Data Room true, correct and complete copies of all Company Leases (including all amendmentsmodifications, extensions, renewals, guaranties amendments and other agreements with respect supplements thereto) for such Leased Real Property (such Leases the “Material Leases”). With respect to each of the Material LeasesCompany Leased Real Property: (i) such each Company Lease is constitutes a legal, validvalid and binding obligation of the Company or its Subsidiary, binding as the case may be, enforceable against the Company or such Subsidiary, as the case may be, in accordance with its terms subject to any limitation under bankruptcy, insolvency or other Laws affecting the enforcement of contracts generally and the discretion that a court may exercise in the granting of equitable remedies and is in full force and effect and is Enforceable against the applicable Group Company party thereto, and, to the Knowledge of the Company, against each other party theretoeffect, and no Group the Company or one of its Subsidiaries has subleased, licensed or otherwise granted any right to use or occupy valid leasehold estates in the Company Leased Real Property or any portion thereof to a third party Property, free and clear of all Liens (other than Permitted Liens and other than the right of a Group Company’s customers, employees and services providers to use, occupy and access the Leased Real Property in the Ordinary Course of BusinessLiens); (ii) neither the applicable Group Company’s possession and quiet enjoyment Company nor any of its Subsidiaries, as the Leased Real Property under such Material Lease has not been disturbed in any manner that would materially affect the applicable Group Company’s use of such Leased Real Property and there are no material disputes with respect to such Material Lease; (iii) no Group Company case may be, is currently in material breach of or default underunder any such Company Lease and no event has occurred which, nor has any event occurred or, to without the Knowledge giving of the Company, does any circumstance exist that, with notice or lapse of time or both would constitute a material default by a Group Company under any Material Lease; (iv) to the Knowledge of the Companytime, no material default, event or circumstance exists that, with notice or lapse of time or both, would constitute a material breach of or default by under any such Company Lease; (iii) to the knowledge of the Company, no counterparty to any such Material Lease; (v) Company Lease is in material default thereunder and there are no security deposit or portion thereof deposited with respect such Material Lease has been applied in respect of a breach or default under such Material Lease which has not been redeposited in full; (vi) no Group Company owes any brokerage commissions or finder’s fees disputes with respect to any such Material Company Lease; (vii) the other party to such Material Lease is not an Affiliate of, and otherwise does not have any economic interest in, any Group Company; and (viiiiv) no Group neither the Company nor any of its Subsidiaries has collaterally assigned or granted any other security interest in any such Material Company Lease or any interest therein, and there are no Liens (other than Permitted liens) on the estate or interest created by any such Company Lease. The Neither the Company has made available to the SPAC a true, correct and complete copy nor any of all Material Leases. No Group Company owns fee title to its Subsidiaries own any landreal property.

Real Property. (a) Section 3.7 Schedule 3.12(a) contains a complete and correct list (including the date and name of the Company Disclosure Schedules sets forth the address of each Leased Real Property, and a true, correct and complete list parties to such Lease document) of all Leases real property leased, subleased or licensed by the Company and its Subsidiaries or with respect to which the Company and its Subsidiaries have the right to use, occupy or any Subsidiary access pursuant to real property agreements, including easements, rights of way, railway agreements or other similar real property agreements (the Company is a party (including all amendments“Leased Real Property”), extensions, renewals, guaranties and other the agreements with respect thereto) for pursuant to which such Leased Real Property is leased, subleased or licensed (such Leases the “Material Leases”). With The Company has delivered to Buyer a true and complete copy of each such Lease, and in the case of any oral Lease, a written summary of the material terms of such Lease. Except as set forth on Schedule 3.12(a), (i) neither the Company nor its Subsidiaries has leased, subleased, licensed or otherwise granted to any Person the right to use or occupy such Leased Real Property or any portion thereof; (ii) neither the Company nor its Subsidiaries is a party to any agreement, right of first offer, right of first refusal or option with respect to each the purchase or sale of the Material Leases: any real property or interest therein; (iiii) such Lease is legal, valid, binding binding, enforceable and in full force and effect and is Enforceable against the applicable Group Company party thereto, and, to the Knowledge of the Company, against each other party thereto, and no Group Company has subleased, licensed or otherwise granted any right to use or occupy the Leased Real Property or any portion thereof to a third party (other than Permitted Liens and other than the right of a Group Company’s customers, employees and services providers to use, occupy and access the Leased Real Property in the Ordinary Course of Business)effect; (iiiv) the applicable Group Company’s possession and quiet enjoyment of the Leased Real Property under such Material Lease has not been disturbed in any manner that would materially affect the applicable Group Company’s use of such Leased Real Property and there are no material disputes with respect to such Material Lease; (iiiv) no Group neither the Company nor to the knowledge of the Company any other party to such Lease is currently in material breach or default underunder such Lease, nor has any event occurred orand, to the Knowledge of the Company, does any circumstance exist that, with notice or lapse of time or both would constitute a material default by a Group Company under any Material Lease; (iv) to the Knowledge knowledge of the Company, no material default, event has occurred or circumstance exists thatwhich, with notice or lapse the delivery of notice, the passage of time or both, would constitute a material default by any counterparty to any such Material Lease; (v) no security deposit or portion thereof deposited with respect such Material Lease has been applied in respect of a breach or default default, or permit the termination, modification or acceleration of rent under such Material Lease which has not been redeposited in fullLease; (vi) no Group counterparty has delivered written or, to the knowledge of the Company, oral notice to the Company owes any brokerage commissions or finder’s fees with respect that it intends to terminate such Material Lease, and to the knowledge of the Company, no such termination has been threatened; and (vii) the other party to such Material Lease is not an Affiliate of, and otherwise does not have any economic interest in, any Group Company; and (viii) no Group Company has not collaterally assigned or granted any other security interest in such Material Lease or any interest therein. The Company has made available to the SPAC a true, correct and complete copy of all Material Leases. No Group Company owns fee title to any land.

Real Property. (a) Neither the Company nor any Company Subsidiary owns any real property or otherwise has any obligation to acquire any real property. Section 3.7 4.18 of the Company Disclosure Schedules Schedule sets forth the address of each Leased Real Property(the “Material Leased Real Property”), and a true, complete and correct and complete list of all Leases to which the Company or any Subsidiary of the Company is a party (including all amendments, extensions, renewals, guaranties and other agreements with respect thereto) for each such Material Leased Real Property (including the date and name of the parties to such Leases Lease) (the “Material Real Property Leases”). With respect to each of the Material Real Property Leases: (ia) The Company and each applicable Company Subsidiary have a valid and subsisting leasehold interest in all Material Leased Real Property leased by them, in each case free and clear of all Liens, other than Permitted Encumbrances, (b) such Material Real Property Lease is legal, valid, valid and binding and in full force and effect and is Enforceable enforceable against the Company or the applicable Group Company Subsidiary and, to the Company’s Knowledge, against the other parties thereto in accordance with its terms, subject to the Enforceability Exceptions, (c) the Company’s or a Company Subsidiary’s possession and quiet enjoyment of the Material Leased Real Property under such Material Real Property Lease has not been disturbed and there are no written disputes with respect to such Material Real Property Lease, (d) neither the Company or any Company Subsidiary, as applicable, nor, to the Knowledge of the Company, any other party theretoto the Lease is in breach or default under such Material Real Property Lease, and, to the Knowledge of the Company, against each other party theretono event has occurred or circumstance exists which, and no Group with the delivery of notice, the passage of time or both, would constitute such a breach or default, (e) neither the Company nor any Company Subsidiary has subleased, licensed or otherwise granted any Person the right to use or occupy the such Material Leased Real Property or any portion thereof to a third party and (f) neither the Company nor any Company Subsidiary has received written notice of any proceedings in eminent domain, condemnation or other than Permitted Liens and other than the right of a Group Company’s customerssimilar proceedings that are pending, employees and services providers to use, occupy and access the Leased Real Property in the Ordinary Course of Business); (ii) the applicable Group Company’s possession and quiet enjoyment of the Leased Real Property under such Material Lease has not been disturbed in any manner that would materially affect the applicable Group Company’s use of such Leased Real Property and there are no material disputes with respect to such Material Lease; (iii) no Group Company is currently in material default under, nor has any event occurred orand, to the Knowledge of the Company, does there are no such proceedings threatened, affecting any circumstance exist that, with notice or lapse of time or both would constitute a material default by a Group Company under any Material Lease; (iv) to the Knowledge portion of the Company, no material default, event or circumstance exists that, with notice or lapse of time or both, would constitute a material default by any counterparty to any such Material Lease; (v) no security deposit or portion thereof deposited with respect such Material Lease has been applied in respect of a breach or default under such Material Lease which has not been redeposited in full; (vi) no Group Company owes any brokerage commissions or finder’s fees with respect to such Material Lease; (vii) the other party to such Material Lease is not an Affiliate of, and otherwise does not have any economic interest in, any Group Company; and (viii) no Group Company has collaterally assigned or granted any other security interest in such Material Lease or any interest therein. The Company has made available to the SPAC a true, correct and complete copy of all Material Leases. No Group Company owns fee title to any landLeased Real Property.

Real Property. (a) Seller does not own any real property used in the Business. Section 3.7 4.10(a) of the Company Disclosure Schedules sets forth the address of each Leased Real Property, and Letter contains a true, correct and complete list of all Leases to which real property leased (whether as landlord or tenant) or occupied by Seller in connection with the Company Business, the lessor or any Subsidiary lessee of such property and the term of the Company is a party (including all amendments, extensions, renewals, guaranties and other agreements with respect thereto) lease for such property (the “Leased Real Property”). Neither the whole nor any portion of the Leased Real Property (such Leases the “Material Leases”). With respect to each of the Material Leases: (i) such Lease is legalhas been condemned, validrequisitioned, binding and in full force and effect and is Enforceable against the applicable Group Company party thereto, expropriated or otherwise taken by any Governmental Entity and, to the Knowledge of the CompanySeller, against each other party theretono such condemnation, and no Group Company has subleasedrequisition, licensed expropriation or otherwise granted any right to use taking is threatened or occupy the Leased Real Property or any portion thereof to a third party (other than Permitted Liens and other than the right of a Group Company’s customers, employees and services providers to use, occupy and access the Leased Real Property in the Ordinary Course of Business); (ii) the applicable Group Company’s possession and quiet enjoyment of the Leased Real Property under such Material Lease has not been disturbed in any manner that would materially affect the applicable Group Company’s use of such Leased Real Property and there contemplated. There are no material disputes with respect to such Material Lease; (iii) no Group Company is currently in material default under, nor has any event occurred pending or, to the Knowledge of the CompanySeller, does threatened changes to any circumstance exist thatapplicable codes or zoning requirements affecting or against all, with notice any portion of or lapse of time or both would constitute a material default by a Group Company under any Material Lease; (iv) adjacent to the Knowledge Leased Real Property. There are no public improvements which have been ordered, commenced or completed and for which an assessment may be levied against the Leased Real Property, or planned improvements which may result in any assessment against the Leased Real Property, in either case which would be the obligation of Seller. There is no Lien applicable to the Leased Real Property that would impair the current use or the occupancy of such Leased Real Property by Buyer. All buildings, structures, fixtures, and appurtenances comprising part of the CompanyLeased Real Property were constructed or installed in accordance with all Laws, no material defaultare structurally sound and in good condition and repair (normal wear and tear excepted), event or circumstance exists that, with notice or lapse of time or both, would constitute a material default and do not encroach on any property owned by any counterparty to other Person, and there are no violations of any Law affecting any portion of the Leased Real Property, including violations of any Laws regulating building, zoning, fire, safety, environmental, traffic, flood control or health, and no notice of any such Material Lease; (v) no security deposit or portion thereof deposited with respect such Material Lease violation has been applied in respect of a breach or default under such Material Lease which has not been redeposited in full; (vi) no Group Company owes issued by any brokerage commissions or finder’s fees with respect to such Material Lease; (vii) the other party to such Material Lease is not an Affiliate of, and otherwise does not have any economic interest in, any Group Company; and (viii) no Group Company has collaterally assigned or granted any other security interest in such Material Lease or any interest therein. The Company has made available to the SPAC a true, correct and complete copy of all Material Leases. No Group Company owns fee title to any landGovernmental Entity.

Real Property. Except as would not have, individually or in the aggregate, a Company Material Adverse Effect: (a) Section 3.7 the Company and its Subsidiaries have good, marketable and valid fee simple title to all of the real property owned by the Company Disclosure Schedules sets forth and its Subsidiaries (the address of each Leased “Owned Real Property”), free and a trueclear of Liens, correct and complete list of all Leases to which except Permitted Liens; (b) the Company or any a Subsidiary of the Company is a party has good and valid title or valid leasehold interests, as applicable, in all of its owned or leased real property, free and clear of all Liens (including except for Permitted Liens and all amendmentsother title exceptions, extensionschanges, renewalsdefects, guaranties easements, restrictions, encumbrances and other agreements matters, whether or not of record, that do not materially affect the current and continued use of the applicable property for the purposes for which such property is currently being used by the Company or a Subsidiary of the Company as of the date hereof); (c) each lease, license, sublease and occupancy agreement (each, a “Lease”) with respect thereto) for such to real property leased, licensed, subleased or otherwise used by the Company or its Subsidiaries as lessee or sublessee (the “Leased Real Property (such Leases Property”, together with the Owned Real Property, the “Material LeasesReal Property”). With respect to each of the Material Leases: (i) such Lease , is legal, valid, binding and in full force and effect and is Enforceable enforceable in accordance with their respective terms against the applicable Group Company or its Subsidiaries that are party thereto, thereto and, to the Knowledge of the Company, against each to the other party parties thereto, and no Group Company has subleased, licensed or otherwise granted any right to use or occupy the Leased Real Property or any portion thereof to a third party (other than Permitted Liens and other than the right of a Group Company’s customers, employees and services providers to use, occupy and access the Leased Real Property in the Ordinary Course of Business); (iid) neither the applicable Group Company’s possession and quiet enjoyment Company nor any of its Subsidiaries is in breach or default under any of the Leased Real Property under such Material Lease has not been disturbed in any manner that would materially affect the applicable Group Company’s use of such Leased Real Property and there are no material disputes with respect to such Material LeaseLeases; (iii) no Group Company is currently in material default under, nor has any event occurred or, to the Knowledge of the Company, does any circumstance exist that, with notice or lapse of time or both would constitute a material default by a Group Company under any Material Lease; (ive) to the Knowledge of the Company, there is no material default, event pending or circumstance exists that, with notice written threat of condemnation or lapse similar action affecting any of time or both, would constitute a material default by any counterparty to any such Material Lease; (v) no security deposit or portion thereof deposited with respect such Material Lease has been applied in respect of a breach or default under such Material Lease which has not been redeposited in full; (vi) no Group Company owes any brokerage commissions or finder’s fees with respect to such Material Lease; (vii) the other party to such Material Lease is not an Affiliate of, and otherwise does not have any economic interest in, any Group CompanyReal Property; and (viiif) there are no Group Contracts or Leases entered into by the Company has collaterally assigned and its Subsidiaries affecting the Real Property or granted for the lease or sublease of any Leased Real Property with any of their respective Affiliates or Subsidiaries, other security interest than any Contracts or Leases entered into in such Material Lease or any interest thereinthe ordinary course of business consistent with past practice, which Contracts and Leases are each on commercially market terms. Section 3.15 of the Company Disclosure Letter sets forth a true and complete list of all Owned Real Property and material Leased Real Property. The Company has made available to Parent copies of all deeds, surveys, title policies or title reports in the SPAC a trueCompany’s possession or control for each parcel of Owned Real Property, correct together with true and complete copy copies of all Material Leases. No Group Company owns fee title to any landeach material Lease.

Real Property. (a) Neither the Company nor any Subsidiary owns any real property, nor has the Company or any Subsidiary ever owned any real property nor is either party to any Contract to purchase or sell any real property. Section 3.7 3.10 of the Company Disclosure Schedules Schedule sets forth a list of all real property currently leased, subleased or licensed by or from the address Company or any Subsidiary or otherwise used or occupied by the Company or any Subsidiary (the “Leased Real Property”). Section 3.10 of each the Disclosure Schedule sets forth a list of all leases, lease guaranties, subleases, and Contracts for the leasing, use or occupancy of, or otherwise granting a right in or to the Leased Real Property, including the name of the lessor, licensor, sublessor, master lessor or lessee, the date and a term of the lease, license, sublease or other occupancy right, and all amendments, terminations and modifications thereof (the “Lease Agreements”). The Company has provided Acquiror with true, correct and complete list copies of all Leases to which Lease Agreements. All such Lease Agreements are valid and effective in accordance with their respective terms against the Company (or any Subsidiary of the Company is a party (including all amendmentsits Subsidiary, extensions, renewals, guaranties and other agreements with respect thereto) for such Leased Real Property (such Leases the “Material Leases”as applicable). With respect to each of the Material Leases: (i) such Lease is legal, valid, binding and in full force and effect and is Enforceable against the applicable Group Company party thereto, and, to the Knowledge of the Company, against each the other party parties thereto, and no Group Company has subleasedthere is not, licensed or otherwise granted under any right to use or occupy the Leased Real Property or any portion thereof to a third party (other than Permitted Liens and other than the right of a Group Company’s customers, employees and services providers to use, occupy and access the Leased Real Property in the Ordinary Course of Business); (ii) the applicable Group Company’s possession and quiet enjoyment of the Leased Real Property under such Material Lease has not been disturbed in any manner that would materially affect the applicable Group Company’s use of such Leased Real Property and there are no material disputes leases, any existing default, rent past due or event of default (or event which with respect to such Material Lease; notice or lapse of time, or both, would constitute a default) by the Company (iii) no Group Company is currently in material default underor its Subsidiary, nor has any event occurred oras applicable), and, to the Knowledge of the Company, the other parties thereto. Neither the Company nor its Subsidiaries have received any written notice of a default, alleged failure to perform, or any offset or counterclaim with respect to any such Lease Agreement, which has not been fully remedied and withdrawn. 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 circumstance exist that, breach of or constitute a default (or an event that with notice or lapse of time or both would constitute become a material default by default) under, or materially impair the rights of the Company or any of its subsidiaries or alter the rights or obligations of the sublessor, lessor or licensor under, or give to others any rights of termination, amendment, acceleration or cancellation of any Lease Agreements, or otherwise adversely affect the continued use and possession of the Leased Real Property for the conduct of business -24- as presently conducted. The Company or any Subsidiary currently occupies all of the Leased Real Property for the operation of its business. There are no other parties occupying, or with a Group right to occupy, the Leased Real Property. Neither the Company nor any Subsidiary owes brokerage commissions or finders’ fees with respect to any such Leased Real Property or would owe any such fees if any existing Lease Agreement were renewed pursuant to any renewal options contained in such Lease Agreements. Neither the Company nor any Subsidiary owes brokerage commissions or finders’ fees with respect to any such Leased Real Property or would owe any such fees if any existing Lease Agreement were renewed pursuant to any renewal options contained in such Lease Agreements. The Company and each of its Subsidiaries has performed all of its obligations under any Material Lease; (iv) termination agreements pursuant to which it has terminated any leases, subleases, licenses or other occupancy agreements for real property that are no longer in effect and has no continuing liability with respect to such terminated agreements. Neither the Company nor any of its Subsidiaries would be reasonably likely to be required to expend more than $50,000 in causing any Leased Real Property to comply with the surrender conditions set forth in the applicable Lease Agreement, excluding, for the avoidance of doubt, any amounts payable solely as a result of any early termination of such Lease Agreement. The Leased Real Property is in good operating condition and repair and otherwise suitable for the conduct of the business of the Company and its Subsidiaries and, to the Knowledge of the Company, no material defaultis free from structural, event or circumstance exists thatphysical and mechanical defects, is maintained in a manner consistent with notice or lapse of time or both, would constitute a material default by any counterparty to any such Material Lease; (v) no security deposit or portion thereof deposited with respect such Material Lease has been applied in respect of a breach or default under such Material Lease which has not been redeposited in full; (vi) no Group Company owes any brokerage commissions or finder’s fees standards generally followed with respect to similar properties, and is structurally sufficient for the conduct of the business of the Company and its Subsidiaries. Neither the operation of the Company or any Subsidiary on the Leased Real Property nor such Material Lease; (vii) Leased Real Property, including the other party improvements thereon, violate in any material respect any applicable lease, building code, zoning requirement or statute relating to such Material Lease property or operations thereon, and any such non-violation is not an Affiliate of, and otherwise does not have any economic interest in, any Group Company; and (viii) no Group Company has collaterally assigned or granted any other security interest in such Material Lease or any interest therein. The Company has made available to the SPAC a true, correct and complete copy of all Material Leases. No Group Company owns fee title to any landdependent on so-called non-conforming use exceptions.

Real Property. (a) Neither the Company nor any Company Subsidiary owns any real property. Section 3.7 5.20(a) of the Company Disclosure Schedules Schedule sets forth the address of each Leased Real Property, and a true, complete and correct and complete list of all Leases to which the Company or any Subsidiary of the Company is a party (including all amendments, extensions, renewals, guaranties and other agreements with respect thereto) for each such Leased Real Property (including the date and name of the parties to such Leases the “Material Leases”Lease). With The Company has delivered to Parent a complete and correct copy of each such Lease, and in the case of any oral Lease, a written summary of the material terms of such Lease. Except for matters that, individually or in the aggregate, have not had and would not be reasonably expected to have a Company Material Adverse Effect, with respect to each of the Material Leases: (i) such Lease is legal, valid, binding binding, enforceable and in full force and effect and is Enforceable against the applicable Group Company party theretoeffect, and, to the Knowledge of the Company, against each other party thereto, and no Group Company has subleased, licensed or otherwise granted any right to use or occupy the Leased Real Property or any portion thereof to a third party (other than Permitted Liens and other than the right of a Group Company’s customers, employees and services providers to use, occupy and access the Leased Real Property in the Ordinary Course of Business); (ii) the applicable Group Company’s or a Company Subsidiary’s possession and quiet enjoyment of the Leased Real Property under such Material Lease has not been disturbed in any manner that would materially affect the applicable Group Company’s use of such Leased Real Property and there are no material disputes with respect to such Material Lease; (iii) no Group Company is currently in material default under, nor has any event occurred orand, to the Knowledge of the Company, does there are no disputes with respect to such Lease, (iii) neither the Company or any circumstance exist thatCompany Subsidiary nor, with notice or lapse of time or both would constitute a material default by a Group Company under any Material Lease; (iv) to the Knowledge of the Company, any other party to the Lease is in breach or default under such Lease, and to the Knowledge of the Company no material default, event has occurred or circumstance exists thatwhich, with notice or lapse the delivery of notice, the passage of time or both, would constitute a material default by any counterparty to any such Material Lease; (v) no security deposit or portion thereof deposited with respect such Material Lease has been applied in respect of a breach or default default, or permit the termination, modification or acceleration of rent under such Material Lease which has not been redeposited in full; Lease, (vi) no Group Company owes any brokerage commissions or finder’s fees with respect to such Material Lease; (viiiv) the other party to such Material Lease is not an Affiliate of, and otherwise does not have any economic interest in, the Company or any Group Company; and Company Subsidiary, (viiiv) no Group neither the Company nor any Company Subsidiary has subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property or any portion thereof, (vi) neither the Company nor any Company Subsidiary has collaterally assigned or granted any other security interest in such Material Lease or any interest therein, and (vii) there are no Liens (other than Permitted Encumbrances) on the estate or interest created by such Lease. The Leased Real Property comprises all of the real property used or intended to be used in, or otherwise related to, the businesses of the Company has made available to and the SPAC a true, correct and complete copy of all Material Leases. No Group Company owns fee title to any landSubsidiaries.

Real Property. Neither the Company nor any of its Subsidiaries owns any real property. Schedule 3(y) contains a complete and correct list of all the real property, facilities and fixtures that (ai) Section 3.7 are leased or, in the case of fixtures, otherwise owned or possessed by the Company or any of its Subsidiaries, (ii) in connection with which the Company or any of its Subsidiaries has entered into an option agreement, participation agreement or acquisition agreement or (iii) the Company or any of its Subsidiaries has agreed to lease or otherwise acquire or may be obligated to lease or otherwise acquire in connection with the conduct of its business (collectively, including any of the foregoing acquired after the date of this Agreement, the \"Real Property\"), which list identifies all of the Real Property and specifies which of the Company Disclosure Schedules sets forth and its Subsidiaries leases, owns or possesses each item of the address of each Leased Real Property, . Schedule 3(y) also contains a complete and a true, correct and complete list of all Leases leases and other agreements with respect to which the Company or any Subsidiary of the Company its Subsidiaries is a party (including all amendments, extensions, renewals, guaranties and other agreements or otherwise bound or affected with respect thereto) for such Leased to the Real Property, except master leases affiliated with any sub leases, easements, rights of way, access agreements, surface damage agreements, surface use agreements or similar agreements that pertain to Real Property that is contained wholly within the boundaries of any leased Real Property otherwise described on Schedule 3(y) (such Leases the “Material Leases”\"Real Property Leases\"). With respect to each Except as set forth in Schedule 3(y), all of the Material Leases: (i) such Lease is legal, valid, binding Real Property Leases are valid and in full force and effect and is Enforceable are enforceable against all parties thereto. Except as set forth in Schedule 3(y), neither the applicable Group Company party thereto, andnor any of its Subsidiaries nor, to the Knowledge of the Company's Knowledge, against each any other party thereto, thereto is in default in any material respect under any of such Real Property Leases and no Group Company event has subleased, licensed or otherwise granted any right to use or occupy occurred which with the Leased Real Property or any portion thereof to a third party (other than Permitted Liens and other than the right giving of a Group Company’s customers, employees and services providers to use, occupy and access the Leased Real Property in the Ordinary Course of Business); (ii) the applicable Group Company’s possession and quiet enjoyment of the Leased Real Property under such Material Lease has not been disturbed in any manner that would materially affect the applicable Group Company’s use of such Leased Real Property and there are no material disputes with respect to such Material Lease; (iii) no Group Company is currently in material default under, nor has any event occurred or, to the Knowledge of the Company, does any circumstance exist that, with notice or lapse the passage of time or both would constitute a material default by a Group Company under under, or otherwise give any Material Lease; (iv) party the right to terminate, any of such Real Property Leases, or could adversely affect the Company's or any of its Subsidiaries' interest in and title to the Knowledge Real Property subject to any of such Real Property Leases. No Real Property Lease is subject to termination, modification or acceleration as a result of the transactions contemplated hereby. z. Tangible Assets. The Company and its Subsidiaries have good and marketable title to all of the tangible assets that are material to their businesses (the \"Assets\"), in each case free and clear of any Lien, other than Permitted Liens. The Assets include all tangible assets necessary for the conduct of the Company's and its Subsidiaries businesses as presently proposed to be conducted. The Assets that are facilities, fixtures, equipment, and other personal property have been maintained in accordance with normal industry practice, and are in good operating condition and repair (subject to normal wear and tear), and are suitable for the purposes for which they are now used and proposed to be used. There are no material defaultexisting agreements, event options, commitments or circumstance exists thatrights with, with notice of or lapse of time or both, would constitute a material default by any counterparty to any Person to acquire any such Material Lease; (v) no security deposit or portion thereof deposited with respect such Material Lease has been applied in respect of a breach or default under such Material Lease which has not been redeposited in full; (vi) no Group Company owes any brokerage commissions or finder’s fees with respect to such Material Lease; (vii) the other party to such Material Lease is not an Affiliate ofAssets, and otherwise does not have any economic interest in, any Group Company; and (viii) no Group Company has collaterally assigned or granted any other security interest in such Material Lease or any interest interests therein. The Company has made available to the SPAC a true, correct and complete copy of all Material Leases. No Group Company owns fee title to any landaa.

Real Property. (a) Neither the Company nor any Company Subsidiary owns any real property. Section 3.7 5.19(a) of the Company Disclosure Schedules Schedule sets forth the address of each Leased Real Property, and a true, complete and correct and complete list of all Leases to which the Company or any Subsidiary of the Company is a party (including all amendments, extensions, renewals, guaranties and other agreements with respect thereto) for each such Leased Real Property (including the date and name of the parties to such Leases the “Material Leases”Lease). With The Company has delivered to Parent a complete and correct copy of each such Lease, and in the case of any oral Lease, a written summary of the material terms of such Lease. Except for matters that do not constitute a Company Material Adverse Effect, with respect to each of the Material Leases: (i) such Lease is legal, valid, binding binding, enforceable and in full force and effect and is Enforceable against the applicable Group Company party theretoeffect, and, to the Knowledge of the Company, against each other party thereto, and no Group Company has subleased, licensed or otherwise granted any right to use or occupy the Leased Real Property or any portion thereof to a third party (other than Permitted Liens and other than the right of a Group Company’s customers, employees and services providers to use, occupy and access the Leased Real Property in the Ordinary Course of Business); (ii) the applicable Group Company’s or a Company Subsidiary’s possession and quiet enjoyment of the Leased Real Property under such Material Lease has not been disturbed in any manner that would materially affect the applicable Group Company’s use of such Leased Real Property and there are no material disputes with respect to such Material Lease; (iii) no Group Company is currently in material default under, nor has any event occurred orand, to the Knowledge of the Company, does there are no disputes with respect to such Lease, (iii) neither the Company or any circumstance exist thatCompany Subsidiary nor, with notice or lapse of time or both would constitute a material default by a Group Company under any Material Lease; (iv) to the Knowledge of the Company, any other party to the Lease is in breach or default under such Lease, and to the Knowledge of the Company no material default, event has occurred or circumstance exists thatwhich, as a result of notice previously given or with notice or lapse the passage of time time, or both, would constitute a material default by any counterparty to any such Material Lease; (v) no security deposit or portion thereof deposited with respect such Material Lease has been applied in respect of a breach or default default, or permit the termination, modification or acceleration of rent under such Material Lease which has not been redeposited in full; Lease, (vi) no Group Company owes any brokerage commissions or finder’s fees with respect to such Material Lease; (viiiv) the other party to such Material Lease is not an Affiliate of, and otherwise does not have any economic interest in, the Company or any Group Company; and Company Subsidiary, (viiiv) no Group other than as provided for in Section 5.19(a) of the Company Disclosure Schedule, neither the Company nor any Company Subsidiary has subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property or any portion thereof, (vi) other than as provided for in Section 5.19(a) of the Company Disclosure Schedule, neither the Company nor any Company Subsidiary has collaterally assigned or granted or permitted any other security interest in such Material Lease or any interest therein, and (vii) the Company has not granted or permitted any Liens (other than Permitted Encumbrances) on the estate or interest created by such Lease, and the Company has received no written or oral notice of any such Liens (other than Permitted Encumbrances) on the estate or interest created by such Lease. The Leased Real Property comprises all of the real property used in the businesses of the Company has made available to and the SPAC a true, correct and complete copy of all Material Leases. No Group Company owns fee title to any landSubsidiaries.

Real Property. (a) Section 3.7 Company does not own any real property. Schedule 4.14(a) contains a list, by street address or location, of all real property subject to any lease or sublease to which Company is a party, and under which Company is a lessee (collectively, the Company Disclosure Schedules sets forth “Real Property Leases” and the address of each real property to which such Real Property Leases relate, the “Leased Real Property, ”). Company is in lawful possession of its applicable Leased Real Property and a Company has made available to Purchaser true, correct and complete list copies of all Leases Contracts, or other leases, lease guarantees, subleases, agreements for the leasing, use or occupancy of, or otherwise granting a right in or relating to the Leased Real Property to which the Company or any Subsidiary of the Company is a party (party, including all amendments, extensions, renewals, guaranties terminations and other agreements with respect thereto) for such Leased modifications thereof. The Real Property (such Leases the “Material Leases”). With respect to each of the Material Leases: (i) such Lease is legalare in full force and effect, are valid, binding and enforceable and effective in full force and effect and accordance with their terms; (ii) neither the Company nor, to the Knowledge of the Company, any other party to the Real Property Leases is Enforceable against the applicable Group Company party theretoin breach or default, and, to the Knowledge of the Company, against each other party thereto, and no Group Company event has subleased, licensed or otherwise granted any right to use or occupy the Leased Real Property or any portion thereof to a third party (other than Permitted Liens and other than the right of a Group Company’s customers, employees and services providers to use, occupy and access the Leased Real Property in the Ordinary Course of Business); (ii) the applicable Group Company’s possession and quiet enjoyment of the Leased Real Property under such Material Lease has not been disturbed in any manner that would materially affect the applicable Group Company’s use of such Leased Real Property and there are no material disputes with respect to such Material Lease; (iii) no Group Company is currently in material default under, nor has any event occurred or, to the Knowledge of the Company, does any circumstance exist that, with notice or lapse of time or both would constitute a material default by a Group Company under any Material Lease; (iv) to the Knowledge of the Company, no material default, event or circumstance exists thatwhich, with notice or lapse of time or both, would constitute a material default by any counterparty to any such Material Lease; (v) no security deposit or portion thereof deposited with respect such Material Lease has been applied in respect of a breach or default or permit termination, modification or acceleration under the Real Property Leases; (iii) the Real Property Leases have not been modified, except to the extent that such Material Lease which modifications are disclosed by the documents delivered to Purchaser; (iv) the Company is exclusively entitled to all rights and benefits as lessee under the Real Property Leases and the Company has not been redeposited assigned, transferred, conveyed, mortgaged, deeded in full; (vi) no Group Company owes trust or encumbered any brokerage commissions or finder’s fees with respect to such Material Lease; (vii) interest in the other party to such Material Lease is not an Affiliate of, and otherwise does not have any economic interest in, any Group CompanyReal Property Leases; and (viiiv) no Group the terms and conditions of the Real Property Leases will not be affected by, nor will the Real Property Leases be in default as a result of, the completion of the Transactions, subject to receipt of the consents set forth on Schedule 4.14(a). To the Knowledge of the Company, there is not now pending nor contemplated any reassessment of any parcel included in the Real Property Leases that could result in a change in the rent or assessment, additional rent, assessment or other sums and charges payable by the Company has collaterally assigned or granted under any other security interest in such Material Lease or any interest therein. The Company has made available agreement relating to the SPAC a true, correct and complete copy of all Material Real Property Leases. No Group Company owns fee title to any land.

Real Property. (a) Section 3.7 4.10(a) of the Company Disclosure Schedules sets forth each parcel of real property owned by each Seller and used in or necessary for the conduct of the Business as currently conducted (together with all buildings, fixtures, structures and improvements situated thereon and all easements, rights-of-way and other rights and privileges appurtenant thereto, collectively, the “Owned Real Property”), including with respect to each property, the address location and use. Seller Parent has delivered to Buyer Parent copies of each Leased the deeds and other instruments (as recorded) by which any Seller acquired such parcel of Owned Real Property, and copies of all title insurance policies, opinions, abstracts and surveys in the possession of such Seller with respect to such parcel. With respect to each parcel of Real Property: (i) except as set forth on Section 4.10(a)(i), no Seller has leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof; and (ii) there are no unrecorded outstanding options, rights of first offer or rights of first refusal to purchase such Owned Real Property or any portion thereof or interest therein. (b) Section 4.10(b) of the Disclosure Schedules sets forth each parcel of real property leased by each Seller and used in or necessary for the conduct of the Business as currently conducted (together with all rights, title and interest of such Seller in and to leasehold improvements relating thereto, including, but not limited to, security deposits, reserves or prepaid rents paid in connection therewith, collectively, the “Leased Real Property”), and a true, correct true and complete list of all Leases to which the Company leases, subleases, licenses, concessions and other agreements (whether written or any Subsidiary of the Company is a party (oral), including all amendments, extensions, extensions renewals, guaranties and other agreements with respect thereto) for , pursuant to which such Seller holds any Leased Real Property (such Leases collectively, the “Material Leases”). Seller Parent has delivered to Buyer Parent a true and complete copy of each Lease. With respect to each of the Material LeasesLease: (i) such Lease is legal, valid, binding binding, enforceable and in full force and effect and is Enforceable against the applicable Group Company party thereto, and, to the Knowledge of the Company, against each other party theretoeffect, and no Group Company has subleased, licensed or otherwise granted any right to use or occupy each Seller enjoys peaceful and undisturbed possession of the Leased Real Property or any portion thereof to a third party (other than Permitted Liens and other than the right of a Group Company’s customers, employees and services providers to use, occupy and access the Leased Real Property in the Ordinary Course of Business)Property; (ii) the applicable Group Company’s possession and quiet enjoyment of the Leased Real Property no Seller is in breach or default under such Material Lease Lease, and no event has not been disturbed in any manner that would materially affect the applicable Group Company’s use of such Leased Real Property and there are no material disputes with respect to such Material Lease; (iii) no Group Company is currently in material default under, nor has any event occurred or, to the Knowledge of the Company, does any circumstance exist that, with notice or lapse of time or both would constitute a material default by a Group Company under any Material Lease; (iv) to the Knowledge of the Company, no material default, event or circumstance exists thatwhich, with notice or lapse the delivery of notice, passage of time or both, would constitute such a material breach or default, and each Seller has paid all rent due and payable under such Lease; (iii) no Seller has received or given any notice of any default or event that with notice or lapse of time, or both, would constitute a default by such Seller under any counterparty of the Leases and, to the Knowledge of Seller Parent, no other party is in default thereof, and no party to any Lease has exercised any termination rights with respect thereto; (iv) no Seller has subleased, assigned or otherwise granted to any Person the right to use or occupy such Material LeaseLeased Real Property or any portion thereof; and (v) no security deposit Seller has pledged, mortgaged or otherwise granted an Encumbrance on its leasehold interest in any Leased Real Property. (c) No Seller has received any written notice of (i) violations of building codes and/or zoning ordinances or other governmental or regulatory Laws affecting the Real Property, (ii) existing, pending or threatened condemnation proceedings affecting the Real Property, or (iii) 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 Real Property as currently operated. Neither the whole nor any material portion thereof deposited with respect such Material Lease of any Real Property has been applied in respect of a breach damaged or default under such Material Lease which has not been redeposited in full; (vi) no Group Company owes any brokerage commissions destroyed by fire or finder’s fees with respect to such Material Lease; (vii) the other party to such Material Lease is not an Affiliate of, and otherwise does not have any economic interest in, any Group Company; and (viii) no Group Company has collaterally assigned or granted any other security interest in such Material Lease or any interest thereincasualty. The Company has made available to the SPAC a true, correct and complete copy of all Material Leases. No Group Company owns fee title to any land.Section 4.11

Real Property. (aThe Seller does not own any real property used in connection with the Business. Set forth in Schedule 2(a)(iii) Section 3.7 is a true and complete description of the Company Disclosure Schedules sets forth Transferred Lease (including the address date and name of each Leased Real Property, and the parties to the Transferred Lease). The Seller has delivered to the Buyer a true, correct true and complete list of all Leases to which the Company or any Subsidiary copy of the Company is Transferred Lease. The Seller has a party (including good and valid leasehold interest in and to the Premises. To the knowledge of the Seller, no additional real property or improvements to the Premises are required to conduct the Business as currently conducted. To the knowledge of the Seller, none of the parties to the Transferred Lease are in default under any of the terms thereof; all amendmentsobligations and conditions under the Transferred Lease to be performed to date have been satisfied; and no event has occurred which, extensionswith the giving of notice or the passage of time, renewalsor both, guaranties and other agreements with respect thereto) for such Leased Real Property (such Leases would constitute a default under the “Material Leases”)Transferred Lease. With respect to each of the Material Leases: Premises, (i) such Lease is legal, valid, binding and in full force and effect and is Enforceable against the applicable Group Company party thereto, andthere are no pending or, to the Knowledge knowledge of the CompanySeller, against each threatened condemnation or other party thereto, and no Group Company has subleased, licensed or otherwise granted any right to use or occupy similar proceedings other legal matters affecting adversely the Leased Real Property or any portion thereof to a third party (other than Permitted Liens and other than the right of a Group Company’s customers, employees and services providers to current use, occupy and access the Leased Real Property in the Ordinary Course of Business)occupancy or value thereof; (ii) all facilities have received all material approvals of Governmental Authorities (including Permits) required in connection with the applicable Group Company’s possession ownership, occupation or operation thereof and quiet enjoyment of the Leased Real Property under such Material Lease has not have been disturbed operated and maintained in any manner that would materially affect the applicable Group Company’s use of such Leased Real Property and there are no material disputes accordance with respect to such Material LeaseApplicable Law; (iii) no Group Company is currently in material default under, nor has any event occurred or, to the Knowledge Seller’s knowledge, there are no oral or written leases, subleases, licenses, concessions or other agreements, granting to any party or parties (other than the Seller) the right of use or occupancy of any portion of the Company, does any circumstance exist that, with notice or lapse of time or both would constitute a material default by a Group Company under any Material Leaseparcel; (iv) to the Knowledge Seller’s knowledge, there are no outstanding options or rights of first refusal to purchase the Companyparcel, no material default, event or circumstance exists that, with notice any portion thereof or lapse of time or both, would constitute a material default by any counterparty to any such Material Leaseinterest therein; (v) no security deposit or portion thereof deposited all facilities located on the parcel are supplied with respect utilities and other services necessary for the operation of such Material Lease has been applied in respect facilities, including gas, electricity, water, telephone, sanitary sewer and storm sewer, all of a breach or default under such Material Lease which has not been redeposited in fullservices are reasonably adequate for the operation of the Business; (vi) no Group Company owes any brokerage commissions each parcel abuts on and has direct vehicular access to a public road, or finder’s fees with respect has access to such Material Leasea public road via a permanent, irrevocable, appurtenant easement or servitude benefiting the parcel; and (vii) the other party to such Material Seller has maintained the Premises in accordance with the terms of the Transferred Lease is not an Affiliate ofthrough the Closing Date so that, and otherwise does not have any economic interest in, any Group Company; and (viii) no Group Company has collaterally assigned or granted any other security interest in such Material Lease or any interest therein. The Company has made available to the SPAC Seller’s knowledge, the Seller would be entitled to a true, correct and complete copy full refund of all Material Leases. No Group Company owns fee title to any landthe security deposit held by the landlord if the Transferred Lease expired as of the Closing Date.

Real Property. (aOther than the leasehold interests in the Leased Real Property, no Company Entity owns any real property. Set forth on Section 3.1(l) Section 3.7 of the Company Disclosure Schedules sets forth Schedule is a list of all Leased Real Property as of the address date of this Agreement. Each lease for the Leased Real Property is a valid, binding and enforceable obligation of the applicable Company Entity, except as the enforceability may be limited by the Equitable Exceptions, and (subject to any of such leases being terminated in the ordinary course of business and consistent with past practices of the Company Entities and in accordance with the terms thereof) is in full force and effect. The Company has delivered to Parent complete and accurate copies of all such leases and any operating agreements relating thereto. With respect to each Leased Real Property, (A) the applicable Company Entity is the tenant under a validly existing lease, free and a true, correct and complete list clear of all Leases to which the Company or any Subsidiary of the Company is a party Liens (including all amendmentsother than Permitted Liens, extensionseasements, renewalscovenants, guaranties rights-of-way and other agreements with respect thereto) for similar restrictions of record and Liens against the landlord of such Leased Real Property (such Leases which would not reasonably be expected to materially impair the “Material Leases”). With respect to each of current uses or the Material Leases: (i) such Lease is legal, valid, binding and in full force and effect and is Enforceable against occupancy by the applicable Group Company party theretoEntity of such Leased Real Property), leases, assignments, subleases, easements, covenants, rights of way and other similar restrictions of any nature whatsoever, other than those identified in the leases and operating agreements provided to Parent, (B) the applicable Company Entity is not and, to the Knowledge of the Company, against each no other party thereto, and no Group Company has subleased, licensed or otherwise granted any right to use or occupy the Leased Real Property or any portion thereof lease relating to a third party (other than Permitted Liens and other than the right of a Group Company’s customers, employees and services providers to use, occupy and access the Leased Real Property in the Ordinary Course of Business); (ii) the applicable Group Company’s possession and quiet enjoyment of the Leased Real Property under such Material Lease has not been disturbed in any manner that would materially affect the applicable Group Company’s use of such Leased Real Property and there are no material disputes with respect to such Material Lease; (iii) no Group Company is currently is, in material breach or violation of, or in default under, nor such lease in any material respect, (C) no event, occurrence, condition or act has any event occurred occurred, is pending or, to the Knowledge of the Company, does any circumstance exist thatis threatened in writing, which, with notice or the giving of notice, lapse of time time, or both the happening of any further event, occurrence, condition or act, would constitute a breach or default in any material default respect by the applicable Company Entity or, to the Knowledge of the Company, any other party to such lease, under such lease, or give rise to a Group Company right of termination, cancellation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any Person under any Material Lease; such leases, (ivD) to the Knowledge of the Company, there are no material defaultdisputes, event and (E) there are no oral agreements or circumstance exists that, with notice or lapse of time or both, would constitute a material default by any counterparty forbearance programs between the Company and the applicable landlord as to any such Material Lease; (v) no security deposit lease relating to the Leased Real Property in effect as to any lease relating to the Leased Real Property. No eminent domain or portion thereof deposited with respect such Material Lease has been applied in respect condemnation action is pending or, to the Company’s Knowledge, threatened, that would preclude or materially impair the use of a breach or default under such Material Lease which has not been redeposited in full; (vi) no Group any Leased Real Property. The applicable Company owes any brokerage commissions or finderEntity’s fees with respect to such Material Lease; (vii) current use of the other party to such Material Lease is not an Affiliate of, and otherwise Leased Real Property does not violate in any material respect any restrictive covenant that affects any of the Leased Real Property. All rent and other charges currently due and payable for any Leased Real Property have any economic interest inbeen paid, any Group Company; and (viii) no Group Company has collaterally assigned except for liabilities reflected or granted any other security interest reserved against in such Material Lease or any interest therein. The Company has made available to the SPAC a true, correct and complete copy of all Material Leases. No Group Company owns fee title to any landFinancial Statements.

Real Property. (a) Section 3.7 4.15(a) of the Company Seller Disclosure Schedules Schedule identifies each parcel of real property (including the tax parcel number) owned by any of the Acquired Companies as of the date hereof (the “Owned Real Property”) and sets forth the address Person owning such Owned Real Property. Except as set forth in Section 4.15(a) of the Seller Disclosure Schedule, with respect to each Leased Owned Real Property, and a true, correct and complete list of all Leases to which the Company or any Subsidiary of the Company is a party (including all amendments, extensions, renewals, guaranties and other agreements with respect thereto) for such Leased Real Property (such Leases the “Material Leases”). With respect to each of the Material Leases: (i) such Lease is legal, valid, binding and in full force and effect and is Enforceable against the applicable Group Company party theretoAcquired Companies have good and marketable fee title or (local equivalent) to such Owned Real Property, andfree and clear of all Encumbrances except for Permitted Encumbrances, to (ii) other than the Knowledge rights of the CompanyPurchaser pursuant to this Agreement, against each other party theretoneither Seller, and no Group Company has subleased, licensed or otherwise its Affiliates nor any of the Acquired Companies have granted any outstanding options, rights of first offer or first negotiation, rights of first refusal or any other contractual right to use purchase, acquire, sell or occupy the Leased dispose of any Owned Real Property or any portion thereof or interest therein, in favor of any other party, and no Acquired Company has received notice, and Seller has no Knowledge, of any claim of any Person to a third party (other than Permitted Liens and other than the right of a Group Company’s customerscontrary, employees and services providers to use, occupy and access the Leased Real Property in the Ordinary Course of Business); (ii) the applicable Group Company’s possession and quiet enjoyment of the Leased Real Property under such Material Lease has not been disturbed in any manner that would materially affect the applicable Group Company’s use of such Leased Real Property and there are no material disputes with respect to such Material Lease; (iii) no Group Person other than the Acquired Companies holds a present or future right to occupy any portion of the Owned Real Property, whether pursuant to a lease, license, or other occupancy agreement (expressly excluding pursuant to any management agreement), (iv) the Acquired Companies have not received as of the date hereof written notice that any of the buildings or improvements with respect to the Owned Real Property is in violation of applicable setback requirements or applicable Laws relating to urban planning or zoning or encroaches on any easement, or the land thereof serves any adjoining property for any purpose inconsistent with the use of the land, (v) as of the date hereof, none of the Acquired Companies has received any written notice of any threatened, rezoning proceedings or similar actions with respect to any portion of such Owned Real Property and (vi) neither the Seller nor any Acquired Company is currently has received as of the date hereof written notice of, any condemnation or eminent domain Proceeding or proposed action or agreement for taking in material default underlieu of condemnation, nor has any event occurred or, to the Knowledge of the CompanySeller, does is any circumstance exist thatsuch Proceeding, action or agreement pending or threatened in writing, with respect to any portion of such Owned Real Property. To the Seller’s Knowledge (A) no Acquired Company has received written notice of any default under any easements or restrictive covenants affecting the Owned Real Property which default has not yet been cured, and (B) no Acquired Company has received written notice of any condition or event that with the lapse of time or both would constitute a material default by a Group Company under any Material Lease; (iv) to the Knowledge giving of the Companynotice, no material default, event or circumstance exists that, with notice or lapse of time or both, would constitute a material default by any counterparty to any such Material Lease; (v) no security deposit or portion thereof deposited with respect such Material Lease has been applied in respect of a breach or default under such Material Lease which has not been redeposited in full; (vi) no Group Company owes any brokerage commissions easements or finder’s fees with respect to such Material Lease; (vii) restrictive covenants affecting the other party to such Material Lease is not an Affiliate of, and otherwise does not have any economic interest in, any Group Company; and (viii) no Group Company has collaterally assigned or granted any other security interest in such Material Lease or any interest therein. The Company has made available to the SPAC a true, correct and complete copy of all Material Leases. No Group Company owns fee title to any landOwned Real Property.

Real Property. (a) Section 3.7 Neither the Company nor any Subsidiary of the Company Disclosure Schedules sets forth owns any real property. Neither the Company nor any Subsidiary of the Company is party to any agreement or option to purchase any real property or interest therein. Schedule 5.19 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, and a . The Company has made available to Acquiror true, correct and complete list copies of the material Contracts (including all Leases material modifications, amendments, guarantees, supplements, waivers and side letters thereto) pursuant to which the Company or any Subsidiary of its Subsidiaries occupy (or have been granted an option to occupy) the Company Leased Real Property or is otherwise a party (including all amendments, extensions, renewals, guaranties and other agreements with respect thereto) for such to the Leased Real Property (such Leases the “Material 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 of the Lease and except as would not constitute a Material Leases: Adverse Effect, (i) such Lease is legal, valid, binding and enforceable and in full force and effect and is Enforceable against the applicable Group Company party thereto, or one of its Subsidiaries and, to the Knowledge Company’s knowledge, the other party thereto, subject to the Enforceability Exceptions, (ii) to the knowledge of the Company, against each other party thereto, and no Group Company has subleased, licensed or otherwise granted any right to use or occupy the Leased Real Property or any portion thereof to a third party (other than Permitted Liens and other than the right of a Group Company’s customers, employees and services providers to use, occupy and access the Leased Real Property in the Ordinary Course of Business); (ii) the applicable Group Company’s possession and quiet enjoyment of the Leased Real Property under such Material Lease has not been disturbed materially amended or modified except as reflected in any manner that would materially affect the applicable Group Company’s use of such Leased Real Property modifications, amendments, supplements, waivers and there are no material disputes with respect side letters made available to such Material Lease; the Acquiror, (iii) no Group neither the Company is currently in nor one of its Subsidiaries has received or given any written notice of material default under, nor has or material breach under any event occurred or, of the Leases and to the Knowledge knowledge of the Company, does neither the Company nor its Subsidiaries has received oral notice of any circumstance exist that, with notice or lapse of time or both would constitute a material default by a Group Company under any Material Leasethat has not been cured within the applicable cure period; and (iv) to the Knowledge of the Company, no material default, there does not exist under any Lease any event or circumstance exists thatcondition which, with notice or lapse of time or both, would constitute become a material default by any counterparty the Company or one of its Subsidiaries or, to any such Material Lease; (v) no security deposit or portion thereof deposited with respect such Material Lease has been applied in respect of a breach or default under such Material Lease which has not been redeposited in full; (vi) no Group Company owes any brokerage commissions or finderthe Company’s fees with respect to such Material Lease; (vii) knowledge, the other party to such Material Lease is not an Affiliate of, and otherwise does not have any economic interest in, any Group Company; and (viii) no Group Company has collaterally assigned or granted any other security interest in such Material Lease or any interest therein. The Company has made available to the SPAC a true, correct and complete copy of all Material Leases. No Group Company owns fee title to any landthereto.

Real Property. Sellers lease the 1500 Facility (athe "Leased Premises") Section 3.7 of pursuant to that certain Standard Industrial Lease Agreement (the Company Disclosure Schedules sets forth the address of each Leased Real Property"Lease"), dated October 29, 2002 between ITW, as tenant, and AMB-SGP CIF-Illinois, L.P., a trueDelaware limited partnership ("Landlord"), correct and complete list of all Leases to which the Company or any Subsidiary of the Company is a party (including all amendmentsas landlord, extensions, renewals, guaranties and other agreements with respect thereto) for such Leased Real Property (such Leases the “Material Leases”). With respect to each of the Material Leases: (i) such Lease is legal, valid, binding and in full force and effect and is Enforceable against the applicable Group Company party thereto, and, to the Knowledge of the Company, against each other party thereto, and no Group Company has subleased, licensed or otherwise granted any right to use or occupy the Leased Real Property or any portion thereof to a third party (other than Permitted Liens and other than the right of a Group Company’s customers, employees and services providers to use, occupy and access the Leased Real Property in the Ordinary Course of Business); (ii) the applicable Group Company’s possession and quiet enjoyment of the Leased Real Property under such Material Lease has not been disturbed in any manner that would materially affect the applicable Group Company’s use of such Leased Real Property and there are no material disputes with respect to such Material Lease; (iii) no Group Company is currently in material default under, nor has any event occurred or, to the Knowledge of the Company, does any circumstance exist that, with notice or lapse of time or both would constitute a material default by a Group Company under any Material Lease; (iv) to the Knowledge of the Company, no material default, event or circumstance exists that, with notice or lapse of time or both, would constitute a material default by any counterparty to any such Material Lease; (v) no security deposit or portion thereof deposited with respect such Material Lease has been applied in respect of a breach or default under such Material Lease which has not been redeposited in full; (vi) no Group Company owes any brokerage commissions or finder’s fees with respect to such Material Lease; (vii) the other party to such Material Lease is not an Affiliate of, and otherwise does not have any economic interest in, any Group Company; and (viii) no Group Company has collaterally assigned or granted any other security interest in such Material Lease or any interest therein. The Company has made available to the SPAC a true, correct and complete copy of the Lease being attached hereto as SCHEDULE 3.14. The Lease is in full force and effect and has not been modified or amended in any respect. The Lease constitutes the full agreement of ITW and Landlord with respect to the Leased Premises. There are no subleases or tenancies or licenses of any portion of the Leased Premises. The only occupant of the Leased Premises is ITW. ITW has legal and valid occupation of and permits and other required licenses or governmental approvals for the 1500 Facility (copies of which have been delivered to the Buyer). Except as described in SCHEDULE 3.14, to the best of Sellers' knowledge, ITW is a tenant in good standing under the Lease, free of any default or breach whatsoever and quietly enjoys the premises provided for therein and has no knowledge of any event which, with or without the giving of notice and passage of time, will constitute a default by ITW under the Lease. Except as described in SCHEDULE 3.14, to the best of Sellers' knowledge the Landlord is not in default under the Lease and Sellers have no knowledge of any event which, with or without the giving of notice and passage of time, will constitute a material default by the Landlord under the Lease. Rental and other payments due under the Lease have been duly made, each act required to be performed which, if not performed, would constitute a material breach under the Lease has been duly performed and no act forbidden to be performed has been performed under the Lease which, if presented, would constitute a material breach thereof. ITW is the current tenant under the Lease and has the full right and authority to assign the Lease to Buyer (subject to consent from landlord), and no other person has any interest in or claim to ITW's interest in the Lease. The Leased Premises are free and clear of judgments, claims, executions, liens, taxes and assessments due by or against ITW and ITW has paid all Material Leases. No Group Company owns fee title costs for work done or caused to be done by ITW in the Leased Premises which could result in any landlien, judgment, encumbrance or execution to be filed or attached on the tenant's interest in the Lease, on the Lease Premises, on the Landlord's interest in the Leased Premises or on the land on which the Leased Premises is situated.

Real Property. The Companies and the Transferred Subsidiary do not own any real property. Schedule 5.6 identifies the only real property that is leased by the Companies and the Transferred Subsidiary (a) Section 3.7 together with all rights, title and interest of the Company Disclosure Schedules sets forth Companies and the address of each Transferred Subsidiary in and to leasehold improvements relating thereto, including security deposits, reserves or prepaid rents paid in connection therewith, collectively, the “Leased Real Property, ”) and a true, correct true and complete list of all Leases to which the Company leases, subleases, licenses, concessions and other agreements (whether written or any Subsidiary of the Company is a party (oral), including all amendments, extensions, renewals, guaranties and other agreements with respect thereto) for such , pursuant to which SKS holds the Leased Real Property (such Leases the “Material LeasesLease”). The Companies have delivered to HoldCo a true and complete copy of such Lease. With respect to each of the Material Leasessuch Lease: (i) such Lease is legal, valid, binding binding, enforceable and in full force and effect effect, and SKS enjoys peaceful and undisturbed possession of the Leased Real Property; (ii) SKS is Enforceable against not in breach or default under such Lease, no event has occurred or circumstance exists which, with the applicable Group Company delivery of notice, passage of time or both, would constitute such a breach or default by SKS or, to the Knowledge of the Companies, any other party theretoto such Lease, and SKS has paid all rent due and payable under such Lease; (iii) SKS has not received or given any notice of any default or event that with notice or lapse of time, or both, would constitute a default by SKS under any of the Leases and, to the Knowledge of the CompanyCompanies, against each no other party theretois in default thereof, and no Group Company party to any Lease has exercised any termination rights with respect thereto; (iv) SKS has not subleased, licensed assigned or otherwise granted to any Person the right to use or occupy the such Leased Real Property or any portion thereof to a third party (other than Permitted Liens and other than the right of a Group Company’s customers, employees and services providers to use, occupy and access the Leased Real Property in the Ordinary Course of Business); (ii) the applicable Group Company’s possession and quiet enjoyment of the Leased Real Property under such Material Lease has not been disturbed in any manner that would materially affect the applicable Group Company’s use of such Leased Real Property and there are no material disputes with respect to such Material Lease; (iii) no Group Company is currently in material default under, nor has any event occurred or, to the Knowledge of the Company, does any circumstance exist that, with notice or lapse of time or both would constitute a material default by a Group Company under any Material Lease; (iv) to the Knowledge of the Company, no material default, event or circumstance exists that, with notice or lapse of time or both, would constitute a material default by any counterparty to any such Material Leasethereof; (v) no security deposit or portion thereof deposited with respect such Material Lease has been applied in respect of a breach or default under such Material Lease which SKS has not been redeposited pledged, mortgaged or otherwise granted a Lien on its leasehold interest in fullany Leased Real Property; (vi) no Group Company owes the Companies and the Transferred Subsidiary are currently not in negotiations for any brokerage commissions new lease, sublease, or finder’s fees with respect other right to such Material Leaseuse, any real property; (vii) SKS is currently not in negotiations to extend or otherwise modify the other party to such Material Lease is not an Affiliate of, and otherwise does not have any economic interest in, any Group CompanyLease; and (viii) the Companies have received no Group Company has collaterally assigned notice, as of the date of this Agreement, from the landlord under the Leases requiring SKS to remove any alterations, additions, or granted any other security interest in such Material Lease or any interest therein. The Company has made available to improvements at the SPAC a true, correct and complete copy end of all Material Leases. No Group Company owns fee title to any landthe term of the Lease.

Real Property. (a) Section 3.7 a. Exhibit A contains a true and correct description of all of the Company Disclosure Schedules sets forth the address of each Leased Real Property, and . Seller has provided Buyer with a true, complete and correct copy of each Assumed Real Property Lease (hereinafter referred to as the "Leases"). Except as set forth on the Disclosure Schedule, Section 5.6 and complete list of all Leases to which the Company or any Subsidiary except as a result of the Company is a party (including all amendmentsBankruptcy Cases, extensions, renewals, guaranties and other agreements with respect thereto) for such Leased Real Property (such Leases the “Material Leases”). With respect to each of the Material Leases: (i) such Lease is legalSeller, validand to Seller's Knowledge, binding and in full force and effect and is Enforceable against the applicable Group Company party thereto, and, to the Knowledge of the Company, against each other party theretoPerson that has any obligation or liability under any Lease is, and no Group Company at all times since August 31, 2002, has subleasedbeen, licensed in compliance with all applicable terms and requirements of each such contract or otherwise granted any right to use or occupy the Leased Real Property or any portion thereof to a third party (other than Permitted Liens and other than the right of a Group Company’s customerslease, employees and services providers to use, occupy and access the Leased Real Property in the Ordinary Course of Business); (ii) to Seller's Knowledge, no event has occurred or circumstance exists (including the applicable Group Company’s possession creation of this Agreement and quiet enjoyment the performance of obligations contemplated hereby) that (with or without notice or lapse of time) may contravene, conflict with, or result in a violation or breach of, or give Seller or any other Person the Leased Real Property under such Material Lease right to declare a default under, or to accelerate the maturity or performance of, or to cancel, terminate or modify, any Lease, (iii) there has not been disturbed any amendment or modification to the Leases, except to the extent such amendment or modification has been previously provided to Buyer, and (iv) the Leases have not been assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered in any manner that would materially affect the applicable Group Company’s use of such Leased Real Property and there are no material disputes with respect to such Material Lease; manner. Seller has not given or received from any other Person, at any time since August 31, 2002, any notice or other communication (iiiwhether oral or written) no Group Company is currently in material default under, nor has regarding any event occurred actual or, to the Knowledge of Seller, Threatened violation or breach of, or default under, any Lease. Each Lease is in full force and effect, is valid and enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy and creditors rights laws, and, except as set forth on the CompanyDisclosure Schedule, does Section 5.6, each Assumed Real Property Lease may, pursuant to the Sale Order, be assigned by Seller without the consent of or notice to any circumstance exist thatPerson. To Seller's Knowledge, with notice there are no negotiations of, attempts to renegotiate or lapse of time outstanding rights to renegotiate any material amounts paid or both would constitute a material default payable to or by a Group Company Seller under any Material Lease; (iv) to Leases. Except for the Knowledge of the CompanyLeases, there are no material default, event or circumstance exists that, with notice or lapse of time or both, would constitute a material default by any counterparty to any such Material Lease; (v) no security deposit or portion thereof deposited with respect such Material Lease has been applied in respect of a breach or default under such Material Lease which has not been redeposited in full; (vi) no Group Company owes any brokerage commissions or finder’s fees other written leases with respect to the Real Property or occupancy agreements to which Seller is a party affecting the Business or necessary for the operation of the Business as currently conducted. All facilities leased or subleased thereunder have received all approvals of Governmental Authorities (including Permits) required in connection with the operation thereof and have been operated and maintained in accordance with the applicable Legal Requirements, except where the failure to obtain such Material Lease; (vii) the other party approval, or to so operate or maintain such Material Lease is not an Affiliate of, and otherwise does facilities will not have any economic interest in, any Group Company; and (viii) no Group Company has collaterally assigned or granted any other security interest in such a Material Lease or any interest therein. The Company has made available to the SPAC a true, correct and complete copy of all Material Leases. No Group Company owns fee title to any landAdverse Effect.

Real Property. (a) Section 3.7 Schedule 8.23 sets forth a true and complete list of all Leases for each Leased Real Property (including the date and name of the Company Disclosure Schedules sets forth parties to such Lease document), and the address of each Leased Real Property, and . The Company has delivered to Parent a true, correct true and complete list copy of all Leases to which each such Lease document and, in the Company or case of any Subsidiary oral Lease, a written summary of the Company is a party (including all amendmentsmaterial terms of such Lease. Except as set forth on Schedule 8.23, extensions, renewals, guaranties and other agreements with respect thereto) for such Leased Real Property (such Leases the “Material Leases”). With respect to each of the Material Leases: , (i) such Lease is legal, valid, binding binding, enforceable and in full force and effect, (ii) the transactions contemplated under this Agreement 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 and is Enforceable against on identical terms following the applicable Group Company party theretoClosing, and, to (iii) the Knowledge of the Company, against each other party thereto, and no Group Company has not subleased, licensed or otherwise granted any Person the right to use or occupy the Leased Real Property such property subject to such Lease or any portion thereof to a third party thereof, (other than Permitted Liens and other than the right of a Group Company’s customers, employees and services providers to use, occupy and access the Leased Real Property in the Ordinary Course of Business); (iiiv) the applicable Group Company’s possession and quiet enjoyment of the Leased Real Property by the Company under such Material each Lease has not been disturbed in any manner that would materially affect the applicable Group Company’s use of such Leased Real Property and there are no material disputes with respect to such Material Lease; (iii) no Group Company is currently in material default under, nor has any event occurred or, to the Knowledge of the Company, does any circumstance exist that, with notice or lapse of time or both would constitute a material default by a Group Company under any Material Lease; (iv) to the Knowledge of the Company, no material default, event or circumstance exists that, with notice or lapse of time or both, would constitute a material default by any counterparty to any such Material Lease; (v) no security deposit or portion thereof deposited with respect such Material to any Lease has been applied in respect of a breach or default under such Material Lease which has not been redeposited in full; , (vi) neither the Company nor, to the to the Knowledge of the Company, any other party to the Lease is currently in breach or default under such Lease and, to the Knowledge of the Company, no Group 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, (vii) the Company owes does not owe, and is not bound by obligations to pay in the future, any brokerage commissions or finder’s fees with respect to such Material Lease; any Lease and (viiviii) the other party to such Material Lease is not an Affiliate of, and otherwise does not have any economic interest in, any Group the Company; and (viii) no Group Company has collaterally assigned or granted any other security interest in such Material Lease or any interest therein. The Company has made available to the SPAC a true, correct and complete copy of all Material Leases. No Group Company owns fee title to any land.

Real Property. (a) Section 3.7 of No real property is owned in fee by a Seller or any Affiliate thereof and used in the Company Disclosure Schedules Contributed Business or owned in fee by an Acquired Company. Schedule 3.17(a) sets forth all leases, subleases, licenses, rentals and occupancy agreements of real property (the address of each “Leased Real Property, and a true, correct and complete list of all Leases to which the Company or ”) by any Subsidiary of the Company is a party (including all amendments, extensions, renewals, guaranties and other agreements Seller with respect theretoto the Contributed Business or an Acquired Company (whether as a (sub)lessor, (sub)lessee, (sub)licensor, (sub)licensee or otherwise) for such Leased Real Property (such Leases individually, a “Lease” and collectively, the “Material Leases”), along with the date and legal name of each party thereto. With respect to each Each Lease is a valid and binding obligation of the Material Leases: (i) such Lease is legal, valid, binding and in full force and effect and is Enforceable against the applicable Group Seller or Acquired Company party thereto, andenforceable against such Seller or Acquired Company in accordance with its terms, to the Knowledge of the Companyexcept as such enforceability may be limited by (i) applicable insolvency, against each bankruptcy, reorganization, moratorium or other party theretosimilar laws affecting creditors’ rights generally, and no Group Company has subleased, licensed or otherwise granted any right to use or occupy the Leased Real Property or any portion thereof to a third party (other than Permitted Liens and other than the right of a Group Company’s customers, employees and services providers to use, occupy and access the Leased Real Property in the Ordinary Course of Business); (ii) the applicable Group Companyequitable principles (whether considered in a proceeding at law or in equity). No Seller or any Acquired Company nor, to Seller’s possession and quiet enjoyment Knowledge, any other party thereto is in material violation or breach of or default under any of the Leased Real Property under such Material Lease Leases, and to Sellers’ Knowledge no condition exists or event has not been disturbed in any manner that would materially affect the applicable Group Company’s use of such Leased Real Property and there are no material disputes with respect to such Material Lease; (iii) no Group Company is currently in material default under, nor has any event occurred or, to the Knowledge of the Company, does any circumstance exist thatwhich, with notice or lapse of time or both would constitute a material default by a Group Company under any Material Lease; (iv) to without the Knowledge of the Company, no material default, event or circumstance exists that, with notice or lapse of time or both, would constitute a material default by any counterparty to any or result in such Material Lease; (v) no security deposit or portion thereof deposited with respect such Material Lease has been applied in respect of a breach or default default, or permit the termination, modification or acceleration of rent or any other right under such Material any Lease. Sellers have made available to Buyer a true, correct and complete copy of each Lease which has not been redeposited and all amendments thereto and to the extent in full; (vi) no Group Sellers’ possession as of the date hereof all notices from the applicable lessor, estoppel certificates, subordination, non-disturbance and attornment agreements and all other material documents related to the Leases. Neither any Seller nor any Acquired Company owes any brokerage commissions or finder’s fees with respect to such Material any Lease; (vii) . The Leases comprise all of the other real property used in the Business, and no Seller or any Acquired Company is a party to such Material Lease is not an Affiliate of, and otherwise does not have any economic current agreement or option to purchase any real property or interest in, any Group Company; and (viii) no Group Company has collaterally assigned or granted any other security interest therein to be used in such Material Lease or any interest therein. The Company has made available to the SPAC a true, correct and complete copy of all Material Leases. No Group Company owns fee title to any landBusiness.

Real Property. (a) Ivy owns no real estate. (b) Section 3.7 4.21(b) of the Company Disclosure Schedules sets forth the address of each Leased Real PropertySchedule lists and describes briefly all real property leased or subleased to or by Ivy since March 1, and a true, 1997. UOL has delivered or made available to Purchaser correct and complete list copies of all Leases such leases and subleases, as amended to which the Company or any Subsidiary of the Company is a party (including all amendments, extensions, renewals, guaranties and other agreements with respect thereto) for such Leased Real Property (such Leases the “Material Leases”)date. With respect to each of the Material Leasessuch lease and sublease: (i) such Lease the lease or sublease is legal, valid, binding binding, enforceable, and in full force and effect; (ii) the lease or sublease shall continue to be legal, valid, binding, enforceable, and in full force and effect and is Enforceable against on identical terms following the applicable Group Company party thereto, and, to the Knowledge consummation of the Company, against each other party thereto, and no Group Company has subleased, licensed or otherwise granted any right to use or occupy the Leased Real Property or any portion thereof to a third party (other than Permitted Liens and other than the right of a Group Company’s customers, employees and services providers to use, occupy and access the Leased Real Property in the Ordinary Course of Business); (ii) the applicable Group Company’s possession and quiet enjoyment of the Leased Real Property under such Material Lease has not been disturbed in any manner that would materially affect the applicable Group Company’s use of such Leased Real Property and there are no material disputes with respect to such Material Leasetransactions contemplated hereby; (iii) no Group Company is currently in material default under, nor has any event occurred or, party to the Knowledge of the Companylease or sublease is in breach or default, does any circumstance exist thatand no event has occurred which, with notice or lapse of time or both time, would constitute a material breach or default by a Group Company under any Material Leaseor permit termination, modification, or acceleration thereunder; (iv) no party to the Knowledge of the Company, no material default, event lease or circumstance exists that, with notice or lapse of time or both, would constitute a material default by sublease has repudiated any counterparty to any such Material Leaseprovision thereof; (v) there are no security deposit disputes, oral agreements, or portion thereof deposited with respect such Material Lease has been applied forbearance programs in respect of a breach effect as to the lease or default under such Material Lease which has not been redeposited in fullsublease; (vi) no Group Company owes any brokerage commissions or finder’s fees with respect to such Material Leaseeach sublease, the representations and warranties set forth in clauses (i) through (v) above are true and correct with respect to the underlying lease; (vii) Ivy has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the other party to such Material Lease is not an Affiliate ofleasehold or subleasehold; (viii) all facilities leased or subleased thereunder have received all approvals of governmental authorities (including licenses and permits) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules, and otherwise does not have any economic interest in, any Group Companyregulations; (ix) all facilities leased or subleased thereunder are supplied with utilities and other services necessary for the operation of said facilities; and (viiix) no Group Company the owner of the facility leased or subleased has collaterally assigned or granted any other security interest in such Material Lease or any interest therein. The Company has made available good and marketable title to the SPAC a trueparcel of real property, correct free and complete copy clear of all Material Leasesany Encumbrance, easement, covenant, or other restriction, except for installments of special easements not yet delinquent and recorded easements, covenants, and other restrictions which do not impair the current use, occupancy, or value, or the marketability of title, of the property subject thereto. No Group Company owns fee title to any land.4.22

Real Property. (a) Neither Company nor the Company Subsidiary owns any real property. Section 3.7 2.11 of the Company Disclosure Schedules Schedule sets forth the address of each parcel of Leased Real Property, and a true, correct true and complete list of all Leases to which the Company or any Subsidiary of the Company is a party (including all amendments, extensions, renewals, guaranties and other agreements with respect thereto) for each such Leased Real Property (including the date and name of the parties to such Leases the “Material Leases”Lease document). With Company has made available to Purchaser a true and complete copy of each such Lease document. Except as set forth in Section 2.11 of the Company Disclosure Schedule, with respect to each of the Material Leases: (i) the transactions contemplated by this Agreement do not require the consent of any other party to such Lease, will not result in a breach of or default under such Lease, and will not otherwise cause such Lease is to cease to be legal, valid, binding binding, enforceable by Company in accordance with its terms and in full force and effect and is Enforceable against on identical terms following the applicable Group Company party thereto, and, to the Knowledge of the Company, against each other party thereto, and no Group Company has subleased, licensed or otherwise granted any right to use or occupy the Leased Real Property or any portion thereof to a third party (other than Permitted Liens and other than the right of a Group Company’s customers, employees and services providers to use, occupy and access the Leased Real Property in the Ordinary Course of Business)Effective Time; (ii) the applicable Group Company’s possession and quiet enjoyment of the Leased Real Property under such Material Lease has not been disturbed in any manner that would materially affect the applicable Group Company’s use of such Leased Real Property and there are no material disputes with respect to such Material Lease; lease, (iii) no Group none of Company, the Company is currently in material default under, nor has Subsidiary or to Company’s Knowledge any event occurred or, other party to the Lease is in breach of or default under such Lease, and to Company’s Knowledge of no event has occurred or circumstance exists with respect to any other party to the Company, does any circumstance exist Lease that, with notice or lapse the delivery of time or both would constitute a material default by a Group Company under any Material Lease; (iv) to notice, the Knowledge of the Company, no material default, event or circumstance exists that, with notice or lapse passage of time or both, would constitute such a material default by any counterparty to any breach or default, or permit the termination, modification or acceleration of rent under such Material Lease; (viv) no security deposit or portion thereof deposited with respect to such Material Lease has been applied in respect of a breach of or default under such Material Lease which that has not been redeposited in full; (vi) no Group Company owes any brokerage commissions or finder’s fees with respect to such Material Lease; (viiv) the other lessor party to such Material Lease is not an Affiliate of, and otherwise does not have any economic interest in, Company or the Company Subsidiary; (vi) neither Company nor the Company Subsidiary has subleased, licensed or otherwise granted any Group CompanyPerson the right to use or occupy the Leased Real Property or any portion thereof; and (viiivii) no Group neither Company nor the Company Subsidiary has collaterally assigned or granted any other security interest Encumbrance in such Material Lease or any interest therein. The ; (viii) the Leases are in full force and effect and have not been modified or amended except as set forth in Section 2.11 of the Company has made available to the SPAC a trueDisclosure Schedule, correct and complete copy Company is in possession of all Material the premises covered by the Leases. No Group ; and (ix) there are no actions pending or threatened by any Governmental Body against Company owns fee title with regard to any landits use of the premises or, to Company’s Knowledge, against the premises.

Real Property. (a) No Seller owns, nor has ever owned, any real property. Sellers lease the real property described on Section 3.7 4.21 of the Company Disclosure Schedules sets forth Schedule (the address of each “Leased Real Property”) pursuant to the Leases. Other than with respect to the Leases, and a true, correct and complete list of all Leases to which the Company or any Subsidiary of the Company no Seller is a party (including all amendments, extensions, renewals, guaranties to any leases for real property and does not operate the Business out of any other agreements with respect thereto) for such Leased Real Property (such Leases the “Material Leases”)location. With respect to each of the Material Leases: (ia) such Lease is legal, valid, binding and in full force and effect and is Enforceable against the applicable Group Company party thereto, and, to the Knowledge of the Company, against each other party thereto, and no Group Company has subleased, licensed or otherwise granted any right to use or occupy the Leased Real Property or any portion thereof to a third party (other than Permitted Liens and other than the right of a Group Company’s customers, employees and services providers to use, occupy and access the Leased Real Property in the Ordinary Course of Business); (ii) the applicable Group CompanySeller’s possession and quiet enjoyment of the Leased Real Property under such Material Lease has not been disturbed in any manner that would materially affect the applicable Group Company’s use of such Leased Real Property and and, to Sellers’ Knowledge, there are no material disputes with respect to such Material Lease; (iiib) no Group Company is currently in material default under, nor such Seller has not received notice that any event occurred or, to the Knowledge of the Company, does any circumstance exist that, with notice or lapse of time or both would constitute a material default by a Group Company under any Material Lease; (iv) to the Knowledge of the Company, no material default, event or circumstance exists that, with notice or lapse of time or both, would constitute a material default by any counterparty to any such Material Lease; (v) no security deposit or portion thereof deposited with respect to such Material Lease has been applied in respect of a breach or default under such Material Lease which has not been redeposited in full; (vic) no Group Company owes such Seller does not owe, nor will such Seller owe in the future, any brokerage commissions or finder’s fees with respect to such Material Lease; (viid) such Seller has not subleased, licensed or otherwise granted any Person the other party right to such Material Lease is not an Affiliate of, and otherwise does not have use or occupy the Leased Real Property or any economic interest in, any Group Companyportion thereof; and (viiie) there are no Group Company has collaterally assigned Liens (other than Permitted Liens) on the estate or granted interest created by such Lease. To Sellers’ Knowledge, no condition with respect to the Leased Real Property exists requiring material repairs, alterations or corrections. There is no condemnation proceeding or eminent domain proceeding of any other security interest in such Material Lease or any interest thereinkind pending or, to the Knowledge of Sellers, threatened against the Leased Real Property. The Company has made Leased Real Property is occupied under valid and current certificates of occupancy or the like and, except as set forth on Section 4.4 of the Disclosure Schedule, the transactions contemplated by this Agreement will not require the issuance of any new or amended certificates of occupancy or the like. To Sellers’ Knowledge, there are no facts which would prevent the Leased Real Property from being occupied after the First Closing or the Second Closing in substantially the same manner as immediately prior to the First Closing. Use of Leased Real Property for the various purposes for which it is presently being used is permitted under all Applicable Laws, including zoning, and is not subject to “permitted non-conforming” use or structure classifications (and not as a result of grandfathered or other similar provisions that would not be available to Purchaser). The Leased Real Property is supplied with utilities and other services (including gas, electricity, telephone, Internet, water, drainage, storm water management, sanitary sewer, storm sewer and fire protection) necessary for the SPAC a true, correct and complete copy operation of all Material Leases. No Group Company owns fee title to any landthe Business.

Real Property. (a) Section 3.7 The properties leased pursuant to the Branch Lease constitute all of the Company Disclosure Schedules sets forth Real Property on which Seller maintains the address Branch. The Branch Lease is the valid and binding obligation of each Leased Real PropertySeller, and a trueto Seller’s knowledge, correct and complete list of all Leases to which the Company or any Subsidiary of the Company is a party (including all amendments, extensions, renewals, guaranties and other agreements with respect thereto) for such Leased Real Property (such Leases the “Material Leases”). With respect to each of the Material Leases: (i) such Lease is legal, valid, binding and in full force and effect and is Enforceable against the applicable Group Company party thereto, and, to the Knowledge of the Company, against each other party thereto; and, and no Group Company has subleased, licensed or otherwise granted any right to use or occupy the Leased Real Property or any portion thereof to a third party (other than Permitted Liens and other than the right of a Group Company’s customers, employees and services providers to use, occupy and access the Leased Real Property in the Ordinary Course of Business); (ii) the applicable Group Company’s possession and quiet enjoyment of the Leased Real Property under such Material Lease has there does not been disturbed in any manner that would materially affect the applicable Group Company’s use of such Leased Real Property and there are no material disputes exist with respect to such Material Lease; (iii) no Group Company is currently in material default underSeller’s obligations thereunder, nor has any event occurred or, to Seller’s knowledge, with respect to the Knowledge obligations of the Companylessor thereof, does any circumstance exist thatdefault, with or event or condition which constitutes or, after notice or lapse of time or both would constitute a material default by a Group Company under any Material Lease; (iv) to the Knowledge of the Company, no material default, event or circumstance exists that, with notice or lapse passage of time or both, would constitute a material default on the part of Seller or the lessor, as applicable, under the Branch Lease. The Branch Lease gives Seller the right to occupy the building and land comprising the Branch. There are no subleases relating to the Branch created or suffered to exist by Seller, or to Seller’s knowledge, created or suffered to exist by any counterparty other person. Subject to any such Material Lease; (v) no security deposit or portion thereof deposited with respect such Material Seller obtaining necessary consents as set forth in Schedule 5.3 of the Seller Disclosure Schedule, the assignment of the Branch Lease has been applied in respect will transfer to Purchaser all of a breach or default Seller’s rights under such Material Lease which has not been redeposited lease. To Seller’s knowledge, as of the date of this Agreement, there are no condemnation proceedings or eminent domain proceedings or sales or other disposition in full; (vi) no Group Company owes lieu of condemnation of any brokerage commissions or finderkind pending or, to Seller’s fees knowledge, threatened with respect to such Material the leased property related to the Branch Lease; (vii) . To Seller’s knowledge, Seller has not received any written notice alleging that the other party leased property related to such Material the Branch Lease is not an Affiliate ofin violation of any applicable laws or codes in any material respect. To Seller’s knowledge, the buildings and otherwise improvements located on the property being leased pursuant to the Branch Lease are in all material respects in operating condition and in working order, ordinary wear and tear excepted. There does not have exist nor has their existed at anytime during the period of the term of the Branch Lease any economic interest inmaterial dispute between Seller and the lessor. Other than the announcement of the P&A Transaction, any Group Company; and (viii) to Seller’s knowledge, there are no Group Company has collaterally assigned facts or granted any other security interest in such Material Lease or any interest therein. The Company has made available circumstances that it is aware of as of the date hereof that it reasonably believes would prevent Seller from obtaining the consent to the SPAC a true, correct and complete copy assignment of all Material Leases. No Group Company owns fee title the Branch Lease to any landPurchaser pursuant to the terms of the Branch Lease.

Real Property. (a) Section 3.7 of Neither the Company Disclosure Schedules nor any of its Subsidiaries has any Owned Property. Schedule 2.24 attached hereto sets forth the address of each Leased Real Property, Property and a true, correct true and complete list of all Leases leases, subleases and other occupancy agreements (written and oral), including all amendments, extensions and other modifications pursuant to which the Company or any Subsidiary of the Company is a party (including all amendments, extensions, renewals, guaranties and other agreements with respect thereto) for such its Subsidiaries hold Leased Real Property (such Leases the “Material Leases”). With The Company has previously delivered to Buyer true, complete and correct copies of all the Leases and, in the case of an oral Lease, a written summary of the material terms thereof. The Company and its Subsidiaries have a good and valid leasehold interest in and to all of the Leased Property, subject to no Liens except for Permitted Liens. Except as set forth in Schedule 2.24, with respect to each of the Material Leases: (i) such the Lease is legal, valid, binding and in full force and effect and is Enforceable against the applicable Group Company party thereto, and, to the Knowledge of the Company, against each other party thereto, and no Group Company has subleased, licensed or otherwise granted any right to use or occupy the Leased Real Property or any portion thereof to a third party (other than Permitted Liens and other than the right of a Group Company’s customers, employees and services providers to use, occupy and access the Leased Real Property enforceable in the Ordinary Course of Business)accordance with its terms; (ii) there exists no default or condition which, with the applicable Group giving of notice, the passage of time or both, could become a default under any Lease; (iii) no consent, waiver, approval or authorization is required from the landlord under any Lease as a result of the execution of this Agreement or the consummation of the transactions contemplated hereby; (iv) the Company’s or its Subsidiaries’ possession and quiet enjoyment of the Leased Real Property under such Material Lease has not been disturbed in any manner that would materially affect disturbed, and to the applicable Group Company’s use Knowledge of such Leased Real Property the Company and its Subsidiaries, there are no material disputes with respect to such Material Lease; (iii) no Group Company is currently in material default under, nor has any event occurred or, to the Knowledge of the Company, does any circumstance exist that, with notice or lapse of time or both would constitute a material default by a Group Company under any Material Lease; (iv) to the Knowledge of the Company, no material default, event or circumstance exists that, with notice or lapse of time or both, would constitute a material default by any counterparty to any such Material Lease; (v) no security deposit or portion thereof deposited with respect such Material Lease has been applied in respect of a breach or default under such Material Lease which has not been redeposited in full; (vi) no Group neither the Company nor any of its Subsidiaries owes and will not owe in the future, any brokerage commissions or finder’s fees with respect to such Material Lease; (vii) the other party to such Material Lease is not an Affiliate of, and otherwise does not have any economic interest in, the Company or its Subsidiaries; (viii) neither the Company nor any Group Companyof its Subsidiaries has subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Property or any portion thereof; and (viiiix) there are no Group Company has collaterally assigned Liens on the estate or granted any other security interest in created by such Material Lease or any interest therein. The Company has made available to the SPAC a true, correct and complete copy of all Material Leases. No Group Company owns fee title to any landLease.

Real Property. (a) Section 3.7 4.08(a) of the Company Seller Disclosure Schedules sets forth the address of each Leased Real Property, and Letter contains a true, correct and complete list list, as of the date of this Agreement, (including the date and name of the parties and the street address) of all Leases to which the Company or any Subsidiary of the Company is a party (including all amendmentsleases, extensionssubleases, renewalslicenses, guaranties concessions, ground leases and other agreements with respect thereto(written or oral) used or held for such use primarily in the operation or conduct of the Business (which, for clarity, excludes the Washington UK Facility) (“Real Property Leases”; and the real property leased, subleased or licensed thereunder, the “Leased Real Property (such Leases the “Material LeasesProperty”). With respect Seller has delivered to Purchaser a true and complete copy of each Real Property Lease and any material ancillary agreement to each such Real Property Lease. Subject to the circumstances described in the proviso to the following sentence, each of the Material Leases: (i) such Lease Real Property Leases is legal, valid, binding and in full force and effect in all material respects and is Enforceable enforceable in accordance with its terms against the applicable Group Company party thereto, Seller or its Subsidiaries and, to the Knowledge of the CompanySeller, against each other party thereto, and no Group Company has subleased, licensed or otherwise granted . Neither Seller’s nor any right to use or occupy the Leased Real Property or any portion thereof to a third party (other than Permitted Liens and other than the right of a Group Company’s customers, employees and services providers to use, occupy and access the Leased Real Property in the Ordinary Course of Business); (ii) the applicable Group Company’s its Subsidiaries’ possession and quiet enjoyment of the Leased Real Property under such Material any Real Property Lease has not been disturbed in any manner that would materially affect the applicable Group Companymaterial respect, and to Seller’s use of such Leased Real Property and Knowledge, there are no material disputes with respect to such Material any Real Property Lease; (iii) no Group Company is currently in material default under, nor has . Neither Seller or any event occurred orof its Subsidiaries nor, to the Knowledge of the CompanySeller, does any circumstance exist thatother party to any Real Property Lease is in material breach or material default under any Real Property Lease, with notice and no event or lapse of time condition has occurred that constitutes or both would constitute a material default by a Group Company under any Material Lease; (iv) to the Knowledge of the Company, no material default, event with or circumstance exists that, with without notice or lapse of time or both), would constitute a material breach or material default on the part of Seller or any of its Subsidiaries, or to Seller’s Knowledge, any other party to such Real Property Lease, nor has Seller or any of its Subsidiaries received any notice of any such material breach or material default, event or condition; provided, that, for purposes of this sentence, it shall not be a material default by any counterparty with respect to any such Material Lease; Real Property Lease if such Real Property Lease is not in effect on the Closing Date because (vx) no security deposit its term has ended pursuant to the terms thereof or portion thereof deposited with respect such Material Lease has been applied in respect of a breach or default under such Material Lease which has not been redeposited in full; (vi) no Group Company owes any brokerage commissions or finder’s fees with respect to such Material Lease; (viiy) the other party under such Real Property Lease has terminated such Real Property Lease for any reason other than a default by Seller or any of its Subsidiaries thereunder. Neither Seller nor any of its Subsidiaries has subleased, licensed or otherwise granted any Person the right to such Material Lease is not an Affiliate of, and otherwise does not have use or occupy any economic interest in, Leased Real Property or any Group Company; and (viii) no Group Company portion thereof. Neither Seller nor any of its Subsidiaries has collaterally assigned or granted any other security interest in such Material Real Property Lease or any interest therein. The Company has made available to the SPAC a true, correct and complete copy of all Material Leases. No Group Company owns fee title to any land.

Real Property. (ai) Section 3.7 3.12(i) of the Company Disclosure Schedules sets forth the address of each Leased Real Property, Schedule lists and a true, correct and complete list of describes briefly all Leases to which the Company or real property that any Subsidiary of the Company is a party (including all amendments, extensions, renewals, guaranties Seller and other agreements with respect thereto) for such Leased Real Property (such Leases the “Material Leases”)its Subsidiaries owns. With respect to each such parcel of owned real property required to be listed and described on Section 3.12(i) of the Material LeasesDisclosure Schedule: (iA) such Lease is legal, valid, binding the identified owner has good and in full force and effect and is Enforceable against the applicable Group Company party thereto, and, marketable title to the Knowledge parcel of real property, free and clear of any Security Interest, easement, covenant, or other restriction, except for installments of special assessments not yet delinquent and recorded easements, covenants, and other restrictions which do not impair the current use, occupancy, or value, or the marketability of title, of the Companyproperty subject thereto; (B) there are no pending or threatened condemnation proceedings, against each lawsuits, or administrative actions relating to the property or other party theretomatters affecting adversely the current use, occupancy, or value thereof; (C) the legal description for the parcel contained in the deed thereof describes such parcel fully and adequately, the buildings and improvements are located within the boundary lines of the described parcels of land, are not in violation of applicable setback requirements, zoning laws, and ordinances (and none of the properties or buildings or improvements thereon are subject to "permitted non-conforming use" or "permitted non-conforming structure" classifications), and do not encroach on any easement which may burden the land, the land does not serve any adjoining property for any purpose inconsistent with the use of the land, and the property is not located within any flood plain or subject to any similar type restriction for which any permits or licenses necessary to the use thereof have not been obtained; (D) all facilities have received all approvals of governmental authorities (including licenses and permits) required in connection with the ownership or operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations; (E) there are no Group Company has subleasedleases, licensed subleases, licenses, concessions, or otherwise granted other agreements, written or oral, granting to any Person or Persons the right to of use or occupy occupancy of any portion of the Leased Real Property parcel of real property; (F) there are no outstanding options or rights of first refusal to purchase the parcel of real property, or any portion thereof to a third party or interest therein; (G) there are no Persons (other than Permitted Liens the Seller and its Subsidiaries) in possession of the parcel of real property, other than tenants under any leases disclosed in Section 3.2.12(i) of the Disclosure Schedule who are in possession of space to which they are entitled; (H) all facilities located on the parcel of real property are supplied with utilities and other than services necessary for the right operation of such facilities, including gas, electricity, water, telephone, sanitary sewer, and storm sewer, all of which services are adequate in accordance with all applicable laws, ordinances, rules, and regulations and are provided via public roads or via permanent, irrevocable, appurtenant easements benefitting the parcel of real property; (I) each parcel of real property abuts on and has direct vehicular access to a Group Company’s customerspublic road, employees and services providers or has access to usea public road via a permanent, occupy irrevocable, appurtenant easement benefitting the parcel of real property, and access to the Leased Real Property in the Ordinary Course of Business)property is provided by paved public right-of-way with adequate curb cuts available; (iiJ) the applicable Group Company’s possession and quiet enjoyment of the Leased Real Property no Hazardous Material is present in, on or under such Material Lease has not been disturbed in real property at any manner that would materially affect the applicable Group Company’s use of such Leased Real Property and there are no material disputes with respect to such Material Lease; (iii) no Group Company is currently in material default under, nor has any event occurred or, time prior to the Knowledge of Closing Date, including any land and the Companyimprovements, does any circumstance exist thatground water and surface water thereof, except in accordance with notice or lapse of time or both would constitute a material default by a Group Company under any Material Lease; (iv) to the Knowledge of the Company, no material default, event or circumstance exists that, with notice or lapse of time or both, would constitute a material default by any counterparty to any such Material Lease; (v) no security deposit or portion thereof deposited with respect such Material Lease has been applied in respect of a breach or default under such Material Lease which has not been redeposited in full; (vi) no Group Company owes any brokerage commissions or finder’s fees with respect to such Material Lease; (vii) the other party to such Material Lease is not an Affiliate of, applicable laws and otherwise does not have any economic interest in, any Group Companyregulations; and (viiiK) there are and have been no Group Company has collaterally assigned storage tanks located on or granted any other security interest in under such Material Lease or any interest therein. The Company has made available to the SPAC a true, correct and complete copy of all Material Leases. No Group Company owns fee title to any landproperty.

Real Property. (a) Section 3.7 of the Company Disclosure Schedules sets forth the address of each Leased Real PropertyWPCS-Seattle does not, and a truenor has it ever, correct owned any real property. Schedule 4.14 contains an accurate and complete list of all Leases leases, subleases and any other agreements relating to which the Company use or any Subsidiary occupancy of real property (collectively, the Company is a party (“Leases”), including all amendments, extensions, renewals, guaranties supplements and other agreements modifications thereto to which WPCS-Seattle is a party or bound or to which WPCS is a party or bound with respect thereto) for such Leased Real Property to property used by WPCS-Seattle in connection with the Business. WPCS-Seattle has delivered true and correct copies of all leases currently in effect. Sellers, as applicable, have good valid and insurable title to all valid leasehold interests in all leased real property described in each Lease set forth in Schedule 4.14 (such Leases the “Material Leases”or required to be set forth in Schedule 4.14), free and clear of any and all Encumbrances. With respect to each of the Material Leases: (i) such Each Lease is legal, valid, binding and in full force and effect effect; all rents and additional rents due to date on each such Lease have been paid; in each case, the lessee has been in peaceable possession since the commencement of the original term of such Lease and is Enforceable against not in default thereunder and no waiver, indulgence or postponement of the applicable Group Company party theretolessee’s obligations thereunder has been granted by the lessor; and there exists no default or event, occurrence, condition or act (including the transfer of the Purchased Assets hereunder) which, with the giving of notice, the lapse of time or the happening of any further event or condition, would become a default under such Lease. To the Knowledge of Sellers, and Sellers, as applicable, have not violated and are not currently in violation of any of the terms or conditions under any such Leases in any material respect, and, to the Knowledge of Sellers, all of the Company, against each covenants to be performed by any other party theretounder any such Lease have been fully performed. Notwithstanding any other provision hereof, and there shall be no Group Company has subleased, licensed or otherwise granted transfer of any right rights under any Leases to use or occupy the Leased Real Property or any portion thereof Purchaser . Any rights to a third party (other than Permitted Liens and other than the right of a Group Company’s customers, employees and services providers Leases shall be deemed to use, occupy and access the Leased Real Property in the Ordinary Course of Business); (ii) the applicable Group Company’s possession and quiet enjoyment be part of the Leased Real Property under such Material Lease has not been disturbed in any manner that would materially affect the applicable Group Company’s use of such Leased Real Property and there are no material disputes with respect to such Material Lease; (iii) no Group Company is currently in material default under, nor has any event occurred or, to the Knowledge of the Company, does any circumstance exist that, with notice or lapse of time or both would constitute a material default by a Group Company under any Material Lease; (iv) to the Knowledge of the Company, no material default, event or circumstance exists that, with notice or lapse of time or both, would constitute a material default by any counterparty to any such Material Lease; (v) no security deposit or portion thereof deposited with respect such Material Lease has been applied in respect of a breach or default under such Material Lease which has not been redeposited in full; (vi) no Group Company owes any brokerage commissions or finder’s fees with respect to such Material Lease; (vii) the other party to such Material Lease is not an Affiliate of, and otherwise does not have any economic interest in, any Group Company; and (viii) no Group Company has collaterally assigned or granted any other security interest in such Material Lease or any interest therein. The Company has made available to the SPAC a true, correct and complete copy of all Material Leases. No Group Company owns fee title to any land“Excluded Assets”.

Real Property. (a) Section 3.7 None of the Company Disclosure Schedules sets forth Group Companies own any real property or are party to any agreement to acquire any real property. The Group Companies have valid leasehold interests in all leased real property used in the address Business, each of each Leased Real Property, and a true, correct and complete list of all Leases to which the Company or any Subsidiary of the Company is a party are listed in Schedule 6.15 (including all amendments, extensions, renewals, guaranties and other agreements with respect thereto) for such Leased Real Property (such Leases the “Material LeasesLeased Properties”). With respect to each of the Material Leases: (i) such Lease is legal, valid, binding and in full force and effect and is Enforceable against the applicable Group Company party thereto, and, to the Knowledge of the Company, against each other party thereto, and no Group Company has subleased, licensed or otherwise granted any right to use or occupy the Leased Real Property or any portion thereof to a third party (other than Permitted Liens and other than the right of a Group Company’s customers, employees and services providers to use, occupy and access the Leased Real Property in the Ordinary Course of Business); (ii) the applicable Group Company’s possession and quiet enjoyment of the Leased Real Property under such Material Lease has not been disturbed in any manner that would materially affect the applicable Group Company’s use of such Leased Real Property and there are no material disputes restrictions in any such leases which prevent the business premises of the Group Companies from being used for the present use. There exists no material subsisting breach of the terms of any such lease by the Group Companies. The Group Companies have no other leased properties or any obligations deriving from any former leases. The Group Companies have complied with respect to such Material Lease; applicable statutory and by law requirements as lessee of the Leased Properties save for any minor non-compliance without any material effect with HES regulations. The Group Companies have paid the rent, service charge and other outgoings and observed and performed the covenants on the part of the lessee and the conditions contained in the leases (iiiwhich expression includes under leases) no Group Company is currently in material default under, nor has any event occurred or, under which the Leased Properties are held provided that this warranty shall not extend to the Knowledge obligations of the Company, does any circumstance exist that, with notice or lapse of time or both would constitute a material default by a Group Company under any Material Lease; (iv) Companies as to the Knowledge state and condition of the CompanyLeased Properties. The Group Companies have not incurred, or to the Seller's Knowledge is likely to incur, any liability for dilapidations other than as provided for in the Financial Statements or the Interim Accounts. All licences, consents and approvals required from the lessors and any superior lessors under the leases of the Leased Properties and from their respective mortgagees (if any) have been obtained and the covenants on the part of the lessee contained in such licences, consents and approvals have been duly performed and observed. Except as according to the terms and conditions of the relevant lease agreements, there are no material defaultcircumstances which would entitle any lessor to exercise any powers of entry or take possession or which would otherwise restrict the continued possession and enjoyment of the Leased Properties. No other party, event or circumstance exists thatother than the Group Companies, with notice or lapse are in actual occupation of time or both, would constitute a material default the major parts of the Leased Properties. None of the Leased Properties is affected by any counterparty to any such Material Lease; (v) no security deposit easement or portion non-registered right or obligation which may prevent the Group Companies’ use thereof deposited with respect such Material Lease has been applied in respect for the continued conduct of a breach their business, as it is presently being conducted, or default under such Material Lease which has not been redeposited in full; (vi) no Group Company owes any brokerage commissions or finder’s fees with respect to such Material Lease; (vii) the other party to such Material Lease is not an Affiliate of, and otherwise does not have any economic interest in, any Group Company; and (viii) no Group Company has collaterally assigned or granted any other security interest in such Material Lease or any interest therein. The Company has made available to the SPAC a true, correct and complete copy of all Material Leases. No Group Company owns fee title to any landunusually onerous.

Real Property. (a) Section 3.7 of the Company Disclosure Schedules sets forth the address of each Leased Real Property, and Seller has provided Buyer with a true, complete and correct and complete list copy of all Leases to which the Company or any Subsidiary each Lease. Except as set forth on Section 4.16 of the Company is a party (including all amendmentsDisclosure Schedule, extensions, renewals, guaranties and other agreements with respect thereto) for such Leased Real Property (such Leases the “Material Leases”). With respect to each of the Material Leases: (i) such Seller, and to Seller's Knowledge, each other Person that has any Liability under any Lease is legalin compliance with all applicable terms and requirements of each such Lease, valid(ii) no event has occurred or circumstance exists that (with or without notice or lapse of time) may contravene, binding conflict with, or result in a violation or breach of, or give Seller or any other Person the right to declare a default under, or to accelerate the maturity or performance of, or to cancel, terminate or modify, any Lease, (iii) there has not been any amendment or modification to the Leases, and (iv) the Leases have not been assigned in any manner. Seller has not given or received from any other Person any notice or other communication (whether oral or written) regarding any actual or Threatened violation or breach of, or default under, any Lease. Each Lease is in full force and effect effect, is valid and is Enforceable against the applicable Group Company party theretoenforceable in accordance with its terms, and, to the Knowledge except as set forth on Section 4.16 of the CompanyDisclosure Schedule, against each Lease may be assigned by Seller without the consent of or notice to any person. Except as set forth on Section 4.16 of the Disclosure Schedule, there are no negotiations of, attempts to renegotiate or outstanding rights to renegotiate any material amounts paid or payable to Seller under any Leases. Except for those Leases set forth on Section 4.16 of the Disclosure Schedule, there are no other written leases or occupancy agreements to which Seller is a party theretoaffecting the Assets or necessary for the operation of the Assets as presently operated. Seller has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases, except as set forth on Section 4.16 of the Disclosure Schedule. All facilities leased or subleased thereunder have received all approvals of Governmental Authorities (including Permits) required in connection with the operation thereof and no Group Company have been operated and maintained in accordance with the applicable Legal Requirements. The lessee of each facility leased or subleased has subleasedgood and valid title in the facility and good and valid leasehold interests in the underlying parcel of real property, licensed or otherwise granted free and clear of any right to use or occupy the Leased Real Property or any portion thereof to a third party (Lien other than Permitted Liens and other than the right of a Group Company’s customers, employees and services providers to use, occupy and access the Leased Real Property in the Ordinary Course of Business); (ii) the applicable Group Company’s possession and quiet enjoyment of the Leased Real Property under such Material Lease has not been disturbed in any manner that would materially affect the applicable Group Company’s use of such Leased Real Property and there are no material disputes with respect to such Material Lease; (iii) no Group Company is currently in material default under, nor has any event occurred or, to the Knowledge of the Company, does any circumstance exist that, with notice or lapse of time or both would constitute a material default by a Group Company under any Material Lease; (iv) to the Knowledge of the Company, no material default, event or circumstance exists that, with notice or lapse of time or both, would constitute a material default by any counterparty to any such Material Lease; (v) no security deposit or portion thereof deposited with respect such Material Lease has been applied in respect of a breach or default under such Material Lease which has not been redeposited in full; (vi) no Group Company owes any brokerage commissions or finder’s fees with respect to such Material Lease; (vii) the other party to such Material Lease is not an Affiliate of, and otherwise does not have any economic interest in, any Group Company; and (viii) no Group Company has collaterally assigned or granted any other security interest in such Material Lease or any interest therein. The Company has made available to the SPAC a true, correct and complete copy of all Material Leases. No Group Company owns fee title to any landLiens.

Real Property. (a) Section 3.7 of the Company Disclosure Schedules sets forth the address of each Leased Real Property, and a true, correct and complete list of all Leases to which the Company or any Subsidiary of the Company is a party (including all amendments, extensions, renewals, guaranties and other agreements with respect thereto) for such Leased Real Property (such Leases the “Material Leases”). With respect to each of the Material Leases: (i) such Seller has made available to Purchaser a true and complete copy of the Princeton Lease, including all amendments thereto; (ii) the Princeton Lease is legal, valid, binding binding, and in full force and effect and effect; (iii) Erytech Inc. is Enforceable against the applicable Group Company party thereto, and, to the Knowledge tenant of the Company, against each other party thereto, Princeton Lease and no Group Company has not subleased, licensed or otherwise granted any Person the right to use or occupy the Leased Real Property property subject to the Princeton Lease or any portion thereof to a third party (other than Permitted Liens and other than the right of a Group Company’s customers, employees and services providers to use, occupy and access the Leased Real Property in the Ordinary Course of Business)thereof; (iiiv) the applicable Group Company’s possession and quiet enjoyment of the Leased Real Property under such Material Lease has not been disturbed in any manner that would materially affect the applicable Group Company’s use of such Leased Real Property and there are no material disputes with respect to such Material Lease; (iii) no Group Company is currently in material default under, nor has any event occurred involving Seller or Erytech Inc. or, to the Knowledge of the CompanySeller, does any circumstance exist that, other Person with notice or lapse of time or both would constitute a material default by a Group Company under any Material Lease; (iv) respect to the Knowledge of the Company, no material default, event or circumstance exists that, with notice or lapse of time or both, would constitute a material default by any counterparty to any such Material Princeton Lease; (v) no security deposit or portion thereof deposited with respect such Material to the Princeton Lease has been applied in respect of a breach or default under such Material the Princeton Lease which that has not been redeposited in full; (vi) no Group Company owes as of the date hereof, all rents and additional rents that are due under the Princeton Lease have been paid and neither Erytech Inc. nor, to the Knowledge of Seller, any other party to the Princeton Lease is in default under the Princeton Lease; (vii) to the Knowledge of Seller, neither any event has occurred nor any circumstance exists that, with the delivery of notice, the passage of time or both, would reasonably be expected to constitute such a default described in item (vi) above, or permit the termination, modification or acceleration of rent under the Princeton Lease; (viii) to the Knowledge of Seller, neither the property subject to the Princeton Lease nor Erytech Inc. nor the current landlord under the Princeton Lease is in breach or default of the Master Documents (as such term is defined in the Princeton Lease) or in breach or default of any other recorded easements, covenants, restrictions, rights-of-way, zoning, entitlements, land use or building restrictions affecting or encumbering the property subject to the Princeton Lease, (ix) to the Knowledge of Seller, neither any event has occurred nor any circumstance exists that, with the delivery of notice, the passage of time or both, would reasonably be expected to constitute such a breach or default described in item (viii) above, and (x) none of Erytech Inc., Seller or any of their respective Affiliates owes, or will, with the passage of time, the giving of notice, or both, owe in the future, any brokerage commissions or finder’s fees with respect to such Material the Princeton Lease; (vii) the other party to such Material Lease is not an Affiliate of, and otherwise does not have any economic interest in, any Group Company; and (viii) no Group Company has collaterally assigned or granted any other security interest in such Material Lease or any interest therein. The Company has made available to the SPAC a true, correct and complete copy of all Material Leases. No Group Company owns fee title to any land.

Real Property. (a) Section 3.7 of the Company Disclosure Schedules sets forth the address of each Leased Real Property, and a true, correct and complete list of all Leases to which the Company or any Company Material Subsidiary of the Company is a party (including all amendments, extensions, renewals, guaranties and other agreements with respect thereto) for such Leased Real Property (such Leases Leases, the “Material Leases”). With respect to each of the Material Leases: (i) such Lease is legal, valid, binding binding, enforceable and in full force and effect and is Enforceable against the applicable Group Company party thereto, and, to the Knowledge of the Company, against each other party thereto, and effect; (ii) no Group Xxxxx Xxxxxxxx Company has subleased, licensed or otherwise granted any right to use or occupy the Leased Real Property or any portion thereof to a third party (other than Permitted Liens and other than the right of a Group Company’s customers, employees and services providers to use, occupy and access the Leased Real Property in the Ordinary Course of BusinessLiens); (iiiii) the applicable Group Xxxxx Xxxxxxxx Company’s possession and quiet enjoyment of the Leased Real Property under such Material Lease has not been disturbed in any manner that would materially affect the applicable Group Company’s use of such Leased Real Property and there are no material disputes with respect to such Material Lease; (iiiiv) no Group Xxxxx Xxxxxxxx Company is currently in material default under, nor has any event occurred or, to the Knowledge of the Company, or does any circumstance exist that, with notice or lapse of time or both would constitute a material default by a Group Xxxxx Xxxxxxxx Company under under, any Material Lease; (ivv) to the Knowledge of the Company, no material default, event or circumstance exists that, with notice or lapse of time or both, would constitute a material default by any counterparty to any such Material Lease; (vvi) no security deposit or portion thereof deposited with respect such Material Lease has been applied in respect of a breach or default under such Material Lease which has not been redeposited in full; (vivii) no Group Xxxxx Xxxxxxxx Company owes owes, or will owe in the future, any brokerage commissions or finder’s fees with respect to such Material Lease; (viiviii) the each other party to such Material Lease is not an Affiliate of, and otherwise does not have any economic interest in, any Group Xxxxx Xxxxxxxx Company; and (viiiix) no Group Xxxxx Xxxxxxxx Company has subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property or any portion thereof; (x) no Xxxxx Xxxxxxxx Company has collaterally assigned or granted any other security interest in such Material Lease or any interest therein; and (xi) there are no Liens on the estate or interest created by such Material Lease. The Company has made available to the SPAC a true, correct and complete copy of all Material Leases. No Group Xxxxx Xxxxxxxx Company owns fee title to any land.

Real Property. (a) Section 3.7 of the Company Disclosure Schedules Schedule 3.12(a) sets forth the address of each parcel of real property leased by Xxxxxxx and used in or occupied in connection with the P&F Business (together with all rights, title and interest of either Seller in and to leasehold improvements relating thereto, collectively, the “Leased Real Property, and ”). Sellers have made available to Buyer a true, correct true and complete list of all Leases to which the Company or any Subsidiary of the Company is a party (leases, subleases, licenses, concessions and occupancy agreements, including all amendments, extensions, extensions renewals, guaranties guarantees and other agreements with respect thereto) for such , pursuant to which Sellers hold any Leased Real Property (such Leases collectively, the “Material Leases” and individually a “Lease”). With respect to each of the Material LeasesLease: (i) to the Sellers’ Knowledge, such Lease is legal, valid, binding binding, enforceable and in full force and effect and is Enforceable against the applicable Group Company party theretofree of all Liens, and, to the Knowledge of the Company, against each other party theretoexcept Permitted Liens, and no Group Company has subleased, licensed or otherwise granted any right to use or occupy each Seller enjoys peaceful and undisturbed possession of the Leased Real Property or any portion thereof to a third party (other than Permitted Liens and other than the right of a Group Company’s customers, employees and services providers to use, occupy and access the Leased Real Property in the Ordinary Course of Business)Property; (ii) the applicable Group Company’s possession and quiet enjoyment of the Leased Real Property no Seller is in breach or default under such Material Lease Lease, and no event has not been disturbed in any manner that would materially affect the applicable Group Company’s use of such Leased Real Property and there are no material disputes with respect to such Material Lease; (iii) no Group Company is currently in material default under, nor has any event occurred or, to the Knowledge of the Company, does any circumstance exist that, with notice or lapse of time or both would constitute a material default by a Group Company under any Material Lease; (iv) to the Knowledge of the Company, no material default, event or circumstance exists thatwhich, with notice or lapse the delivery of notice, passage of time or both, would constitute a material breach or default by such Seller; (iii) each Seller has paid all rent currently due and payable under such Lease; (iv) neither Seller has received nor given any counterparty to written notice of any default or event that with notice or lapse of time, or both, would constitute a default by such Material LeaseSeller under any of the Leases; (v) to the Knowledge of Sellers, no security deposit or portion thereof deposited other party is in default thereof, and no party to any Lease has exercised any termination rights with respect such Material Lease has been applied in respect of a breach or default under such Material Lease which has not been redeposited in fullthereto; (vi) no Group Company owes Seller has subleased, assigned or otherwise granted to any brokerage commissions Person the right to use or finder’s fees with respect to occupy such Material LeaseLeased Real Property or any portion thereof; (vii) the other party to such Material Lease is not an Affiliate ofno Seller has pledged, and mortgaged or otherwise does not have granted a Lien on its leasehold interest in any economic interest in, any Group Company; Leased Real Property and (viii) no Group Company Seller has collaterally assigned or granted any other security interest in such Material Lease or any interest therein. The Company has made available to commenced building a wastewater treatment plant at the SPAC a true, correct and complete copy of all Material Leases. No Group Company owns fee title to any landRichmond Facility.

Real Property. (a) Section 3.7 Except as set forth in Schedule 4.7, there is no real estate or interests in real estate owned by the Company. Schedule 4.7 sets forth as of the Company Disclosure Schedules sets forth Signing Date, the address of each parcel of real property subject to a lease, sublease, license or occupancy agreement used by the Company (the “Leased Real Property”), the identity of the lessor, lessee and current occupant (if different from the lessee) and a true, correct and complete list list, as of the Signing Date, of all Leases to which the Company or any Subsidiary of the Company is a party (such leases, subleases, licenses and other occupancy agreements, including all amendmentsamendments and supplements thereto and guaranties thereof (collectively, extensions, renewals, guaranties and other agreements with respect thereto) for such Leased Real Property (such Leases the “Material Leases”). With respect to each of the Material Leases: The Leased Real Property constitutes (i) such Lease is legalall of the real property leased, subleased, licensed or occupied by the Company and (ii) all of the real property used in the Business. The Leases are valid, binding and in full force and effect effect, subject to the Remedies Exception, and the Company holds a good, valid and existing leasehold interest under each such Lease in each case free and clear of all Liens. The Company has delivered or made available to the Purchaser true, correct and complete copies of each of the Leases, and none of such Leases has been modified in any material respect. The Company is Enforceable against the applicable Group Company party theretonot in default or breach in any material respect under any of such Leases, andnor, to the Knowledge of the CompanySellers’ Knowledge, against each is any other party theretoto a Lease, in default or breach in any material respect by any party under any of such Leases and no Group the Company has subleased, licensed not received notice that it has breached or otherwise granted defaulted under any right to use or occupy the Leased Real Property or any portion thereof to a third party (other than Permitted Liens and other than the right of a Group Company’s customers, employees and services providers to use, occupy and access the Leased Real Property in the Ordinary Course of Business); (ii) the applicable Group Company’s possession and quiet enjoyment of the Leased Real Property under such Material Lease has not been disturbed in any manner that would materially affect the applicable Group Company’s use of such Leased Real Property and there are no material disputes with respect to such Material Lease; (iii) no Group Company is currently in material default under, nor has any event occurred oris there, to the Knowledge of the CompanySellers’ Knowledge, does any circumstance exist thatcondition or event which, with notice or lapse of time or both would constitute a material default by a Group Company under any Material Lease; (iv) to the Knowledge of the Companytime, no material default, event or circumstance exists that, with notice or lapse of time or both, would constitute a default or breach in any material default by respect under any counterparty to any such Material Lease; (v) no of the Leases. No security deposit or portion thereof deposited with respect such Material to any Lease has been applied in respect of a breach or default under such Material any Lease which has not been redeposited re-deposited in full; (vi) no Group Company owes any brokerage commissions or finder’s fees with respect to such Material Lease; (vii) the other party to such Material Lease is not an Affiliate of, and otherwise does not have any economic interest in, any Group Company; and (viii) no Group Company has collaterally assigned or granted any other security interest in such Material Lease or any interest therein. The Company has made available to the SPAC a truenot subleased, correct and complete copy of all Material Leases. No Group Company owns fee title or otherwise granted to any landPerson the right to use or occupy any of the Leased Real Property or portion thereof.

Real Property. (a) Section 3.7 Neither the Company nor any of the Company Disclosure Schedules Subsidiaries owns any real property or interests in real property in fee. Schedule 3.06 sets forth the address of each Leased Real Property, and a true, correct and complete list of all Leases to which real property and interests in real property leased by the Company or any Subsidiary (individually, a “Leased Property”, and the lease, sublease or other agreement pursuant to which it is occupied by the Company or the applicable Subsidiary, and all amendments thereto, individually, a “Lease”). The Company or the applicable Subsidiary has good and valid title to the leasehold estates in the Leased Property created by the Leases, subject to (i) Permitted Liens, (ii) other imperfections of title or encumbrances, if any, that do not materially impair, and could not reasonably be expected materially to impair, the continued use and operation of the assets to which they relate in the conduct of the business of the Company is and the Subsidiaries as presently conducted, (iii) subleases and similar agreements also listed in Schedule 3.06 and (iv) Liens that have been placed by any developer, landlord or other third party on any Leased Property and subordination or similar agreements relating thereto. Neither the Company nor any Subsidiary has granted a party (including all amendmentsLien on its leasehold estate in any Leased Property, extensions, renewals, guaranties other than any Lien granted in such Lease to the landlord thereunder for any rent which may become delinquent. True and other agreements with respect thereto) for such Leased Real Property (such Leases the “Material Leases”). With respect to each complete copies of the Material Leases: (i) such Lease is legalLeases have been made available to Purchaser for review. Except as set forth in Schedule 3.06, all of the Leases are valid, binding and in full force and effect in all material respects and is Enforceable against are enforceable by the Company or the applicable Group Company party theretoSubsidiary in accordance with their terms subject, andas to enforcement, to the Knowledge applicable bankruptcy, insolvency, moratorium, reorganization or similar laws affecting creditors’ rights generally and to general equitable principles. Except as set forth in Schedule 3.06 Seller, as of the Company, against each other party thereto, date of this Agreement the Company and no Group Company has subleased, licensed or otherwise granted any right the Subsidiaries have performed all material obligations required to use or occupy be performed by them under the Leased Real Property or any portion thereof to a third party (other than Permitted Liens Leases and other than the right of a Group Company’s customers, employees and services providers to use, occupy and access the Leased Real Property in the Ordinary Course of Business); (ii) the applicable Group Company’s possession and quiet enjoyment of the Leased Real Property under such Material Lease has are not been disturbed in any manner that would materially affect the applicable Group Company’s use of such Leased Real Property and there are no material disputes with respect to such Material Lease; (iii) no Group Company is currently in material default underunder any Lease, nor has any event occurred or, and to the Knowledge knowledge of the Company, does any circumstance exist that, with notice or lapse of time or both would constitute a material default by a Group Company under any Material Lease; (iv) to the Knowledge of the CompanySeller, no material default, event or circumstance exists that, with notice or lapse of time or both, would constitute a material default by any counterparty to any such Material Lease; (v) no security deposit or portion thereof deposited with respect such Material Lease has been applied in respect of a breach or default under such Material Lease which has not been redeposited in full; (vi) no Group Company owes any brokerage commissions or finder’s fees with respect to such Material Lease; (vii) the other party to such Material any Lease is not an Affiliate ofin material default thereunder. Each Leased Property is in materially good condition and repair, ordinary wear and otherwise does not have any economic interest in, any Group Company; and (viii) no Group Company has collaterally assigned or granted any other security interest in such Material Lease or any interest therein. The Company has made available to the SPAC a true, correct and complete copy of all Material Leases. No Group Company owns fee title to any landtear excepted.

Real Property. (a) Section 3.7 Neither the Company nor any of its subsidiaries owns any real property. SECTION 3.24 of the Company Disclosure Schedules Schedule sets forth the address of each Leased Real Property, and a true, correct and complete list of all Leases to which the Company or any Subsidiary of the Company is a party Company's and its subsidiaries' right, title and interest under all leases, subleases, licenses, concessions and other agreements (written or oral), including all amendments, extensions, renewals, guaranties and other agreements with respect thereto) thereto but excluding any lease requiring payment of less than $20,000 per year for such off-site storage and similar uses (the "LEASES"), pursuant to which the Company or one of its subsidiaries holds a leasehold or subleasehold estate in, or is granted the right to use or occupy, any land, buildings, improvements, fixtures or other interest in real property which is used in the operation of the Company Business (the "LEASED REAL PROPERTY"). SECTION 3.24 of the Company Disclosure Schedule also sets forth the address of each Leased Real Property (Property. The Company or one of its subsidiaries has delivered to Parent a true and complete copy of each such Leases Lease document set forth in SECTION 3.24 of the “Material Leases”)Company Disclosure Schedule, and in the case of any oral Lease, a written summary of the basic terms of such Lease. With respect to each of the Material Leases: (i) such Lease is legal, valid, binding binding, enforceable and in full force and effect; (ii) 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 and is Enforceable against on identical terms following the applicable Group Company party thereto, and, to the Knowledge of the Company, against each other party thereto, and no Group Company has subleased, licensed or otherwise granted any right to use or occupy the Leased Real Property or any portion thereof to a third party (other than Permitted Liens and other than the right of a Group Company’s customers, employees and services providers to use, occupy and access the Leased Real Property in the Ordinary Course of Business); (ii) the applicable Group Company’s possession and quiet enjoyment of the Leased Real Property under such Material Lease has not been disturbed in any manner that would materially affect the applicable Group Company’s use of such Leased Real Property and there are no material disputes with respect to such Material LeaseClosing; (iii) no Group neither the Company is currently in material default under, nor has any event occurred or, other party to the Knowledge of the CompanyLease is in breach or default under such Lease, does any circumstance exist that, with notice or lapse of time or both would constitute a material default by a Group Company under any Material Lease; (iv) to the Knowledge of the Company, and no material default, event has occurred or circumstance exists thatwhich, with notice or lapse the delivery of notice, passage of time or both, would constitute such a material breach or default by any counterparty or permit the termination, modification or acceleration of rent under such Lease; (iv) there are no ongoing disputes with respect to any such Material Lease; (v) no security deposit or portion thereof deposited with respect such Material Lease has been applied in respect of a breach or default under such Material Lease which has not been redeposited in full; (vi) there are no Group Company owes any brokerage commissions or finder’s fees forbearance programs in effect with respect to such Material Lease; and (vii) neither the other party to Company nor any of its subsidiaries has assigned, subleased, mortgaged, deeded in trust or otherwise transferred or encumbered such Material Lease is not an Affiliate of, and otherwise does not have any economic interest in, any Group Company; and (viii) no Group Company has collaterally assigned or granted any other security interest in such Material Lease or any interest therein. The Leased Real Property identified in SECTION 3.24 of the Company has made available to Disclosure Schedule comprises all of the SPAC a true, correct and complete copy real property used by the Company or its subsidiaries in the operation of all Material Leases. No Group the Company owns fee title to any landBusiness.

Real Property. (a) Section 3.7 a)No Seller owns any of the Company Disclosure Schedules sets forth the address of each Leased Real Property, and Office Locations. (b)Seller has provided to Buyer a true, correct true and complete list of all Leases to which the Company or any Subsidiary copy of the Company is a party (including all amendments, extensions, renewals, guaranties and other agreements with respect thereto) for such Leased Real Property (such Leases the “Material Leases”)Lease for each Office Location. With respect to each Real Property Lease, to the Knowledge of the Material Leases: Sellers (i) such Real Property Lease is legal, valid, binding and in full force and effect and is Enforceable against the applicable Group Company party thereto, and, with respect to the Knowledge of Seller who is the Companylessee or sublessee, against each other party theretoas applicable, thereunder, and no Group Company has subleased, licensed or otherwise granted any right to use or occupy the Leased Real Property or any portion thereof to a third party (other than Permitted Liens and other than the right of a Group Company’s customers, employees and services providers to use, occupy and access the Leased Real Property in the Ordinary Course of Business)parties thereto; (ii) all payments required to have been made under such Real Property Lease by such Seller have been made; (iii) there are no other defaults or events of default under, or events which with due notice or lapse of time, or both, would constitute defaults or events of default under, such Real Property Lease by such Seller, or, the applicable Group Company’s landlord or sub landlord, as applicable, under such Real Property Lease; (iv) except as described in Schedule 3.16, the Contemplated Transactions do not require the consent of any other party to any Real Property Lease, will not result in a breach of or default under any Real Property Lease, and will not otherwise cause any Real Property Lease to cease to be legal, valid, binding, and in full force and effect on identical terms following Closing; (v) Sellers’ possession and quiet enjoyment of the Leased real property subject of the Real Property under such Material Lease Leases has not been disturbed in any manner that would materially affect the applicable Group Company’s use of such Leased Real Property and there are no material disputes with respect to such Material Leasedisturbed; (iii) no Group Company is currently in material default under, nor has any event occurred or, to the Knowledge of the Company, does any circumstance exist that, with notice or lapse of time or both would constitute a material default by a Group Company under any Material Lease; (iv) to the Knowledge of the Company, no material default, event or circumstance exists that, with notice or lapse of time or both, would constitute a material default by any counterparty to any such Material Lease; (vvi) no security deposit or portion thereof deposited with respect such Material to any Real Property Lease has been applied in respect of a breach of or default under such Material a Real Property Lease which that has not been redeposited in full; (vivii) no Group Company Seller owes in the future any brokerage commissions or finder’s fees with respect to such Material any Real Property Lease; (viiviii) except as described in Schedule 3.16, the other party to such Material any Real Property Lease is not an Affiliate of, and otherwise does not have have, any economic interest in, in any Group CompanySeller; and (viiiix) no Group Company Seller has collaterally assigned or granted any other security interest Encumbrance in such Material any Real Property Lease or any interest therein; and (x) no Seller has subleased, licensed, or otherwise granted any Person the right to use or occupy the real property subject of the Real Property Leases or any portion thereof except as detailed on Schedule 3.16. The Company has made available to the SPAC a true, correct and complete copy of all Material Leases. No Group Company owns fee title to any land.Section 3.17

Real Property. (a) Section 3.7 Neither of the Company Companies owns any real property. Section 4.9 of the Disclosure Schedules sets forth Schedule lists of the address of each all of the real property leased by the Companies (the “Leased Real Property, ”) and sets forth a true, correct true and complete list of all Leases to which the Company or any Subsidiary of the Company is a party (including all amendments, extensions, renewals, guaranties and other agreements with respect thereto) for each such Leased Real Property Property. (such Leases the “Material Leases”). With respect to each a) Each of the Material Leases: (i) such Lease Leases for the Leased Real Property is legal, valid, binding binding, enforceable and in full force and effect and is Enforceable against the applicable Group Company party thereto, and, to the Knowledge as of the Companydate of this Agreement and will continue to be legal, against each other party theretovalid, binding, enforceable and in full force and effect on identical terms following the consummation of the transactions contemplated by this Agreement, and no Group Company has subleased, licensed or otherwise granted consent by any right party to use or occupy such Lease is required in order to consummate the Leased Real Property or any portion thereof to a third party (other than Permitted Liens and other than the right of a Group Company’s customers, employees and services providers to use, occupy and access the Leased Real Property in the Ordinary Course of Business)transactions contemplated by this Agreement; (iib) all rents and additional rents due to date under such Leases have been paid; as of the date of this Agreement; (c) the applicable Group Company’s Companies’ possession and quiet enjoyment of the Leased Real Property under such Material Lease Leases has not been disturbed in any manner that would materially affect the applicable Group Company’s use of such Leased Real Property and there are no material disputes with respect to such Material Leasedisturbed; (iii) no Group Company is currently in material default under, nor has any event occurred or, to the Knowledge of the Company, does any circumstance exist that, with notice or lapse of time or both would constitute a material default by a Group Company under any Material Lease; (iv) to the Knowledge of the Company, no material default, event or circumstance exists that, with notice or lapse of time or both, would constitute a material default by any counterparty to any such Material Lease; (vd) no security deposit or portion thereof deposited with respect to such Material Lease has Leases have been applied in respect of a breach or default under such Material Lease Leases which has not been redeposited in full; (vie) no Group Company owes any brokerage commissions or finder’s fees are due and payable with respect to such Material LeaseLeases or are expected to become due and payable under any such Leases as a result of any past or present action of the Companies; (viif) the other party parties to such Material Lease is Leases are not an Affiliate of, and otherwise does not have any an economic interest in, the Companies; (g) there are no material disputes as to the Leases; (h) the Companies have not assigned, licensed, transferred, conveyed, mortgaged, deeded in trust or encumbered or become subject to a Lien on any Group Companyinterest in the leasehold, subleasehold or similar estate under such Leases; (i) all facilities leased, subleased or licensed thereunder have received all approvals of Governmental Authorities (including licenses and permits) required in connection with the operation thereof and have been operated and maintained, in all material respects, in accordance with applicable Laws; (j) the Companies have not subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property or any portion thereof and (viiik) no Group Company has collaterally assigned received written notice that it is in breach or granted default under such Leases; and, to the Company’s Knowledge, and there exists no event, occurrence, condition or act (including the transactions contemplated by this Agreement) that, with the giving of notice, the lapse of time or the happening of any other security interest in further event or condition, would give rise to a material breach or default by any Company under such Material Lease or any interest thereinLeases. The Company has made available Companies have delivered to the SPAC a true, Parent correct and complete copy copies of the Leases set forth on Section 4.9 of the Disclosure Schedule, including all Material Leasesamendments, extensions, renewals, guaranties and other agreements with respect thereto. No Group Company owns fee title The Leased Real Property constitutes all of the real property necessary or desirable for the conduct of the Business as currently conducted. To the Company’s Knowledge, no portion of the Leased Real Property is subject to any land.pending condemnation or eminent domain proceeding and, to the Company’s Knowledge no such proceeding has been threatened

Real Property. (a) Section 3.7 of SECTION 3.15 to the Disclosure Schedule lists ------------- and describes all real property currently leased or subleased by the Company Disclosure Schedules sets forth the address of each ("Leased Real Property"). The Companies are not now, and never have been, the ---------------------- lessor, lessee, sublessor or sublessee of any real property lease except for the lease ("Lease") a truecopy of which is attached to SECTION 3.15 to the Disclosure ----- Statement. The Companies do not own, correct and complete list of all Leases have never owned any interest in any real property except as disclosed in SECTION 3.15 to which the Company or any Subsidiary of the Company is a party (including all amendments, extensions, renewals, guaranties and other agreements with respect thereto) for such Leased Real Property (such Leases the “Material Leases”)Disclosure Schedule. With respect to each of the Material Leases: (i) such Lease The lease is legal, valid, binding binding, enforceable, and in full force and effect in all respects. The Company and the landlord thereof ("Landlord") is Enforceable against the applicable Group Company party thereto, and, to the Knowledge of the Company, against each other party theretonot in -------- breach or default, and no Group Company event has subleased, licensed or otherwise granted any right to use or occupy the Leased Real Property or any portion thereof to a third party (other than Permitted Liens and other than the right of a Group Company’s customers, employees and services providers to use, occupy and access the Leased Real Property in the Ordinary Course of Business); (ii) the applicable Group Company’s possession and quiet enjoyment of the Leased Real Property under such Material Lease has not been disturbed in any manner that would materially affect the applicable Group Company’s use of such Leased Real Property and there are no material disputes with respect to such Material Lease; (iii) no Group Company is currently in material default under, nor has any event occurred or, to the Knowledge of the Company, does any circumstance exist thatwhich, with notice or lapse of time or both would constitute a material default by a Group Company under any Material Lease; (iv) to the Knowledge of the Company, no material default, event or circumstance exists that, with notice or lapse of time or bothtime, would constitute a material default by any counterparty to any such Material Lease; (v) no security deposit or portion thereof deposited with respect such Material Lease has been applied in respect of a breach or default under such Material Lease which has not been redeposited in full; (vi) no Group Company owes any brokerage commissions or finder’s fees with respect to such Material Lease; (vii) the other party to such Material Lease is not an Affiliate ofpermit termination, and otherwise does not have any economic interest inmodification, any Group Company; and (viii) no Group Company has collaterally assigned or granted any other security interest in such Material Lease or any interest thereinacceleration thereunder. The Company has made available not assigned or encumbered any interest in the Lease. All facilities leased thereunder have received all approvals of governmental authorities (including all licenses and permits) required in connection with the construction and present use and operation thereof as well as the lawful occupancy of such facilities, and such facilities have been operated and maintained in accordance therewith and with all applicable laws, rules, and regulations, and all licenses, permits and approvals, including certificates of occupancy, shall continue in full force and effect after giving effect to the SPAC a truetransactions contemplated by this Agreement. None of the facilities leased thereunder are in need of any repair necessary to conduct the business of the Company as currently conducted. There are no pending or threatened condemnation proceedings, correct lawsuits, or administrative actions relating to the Leased Real Property or other matters affecting the current use, occupancy, or value thereof. There are no parties other than the Company in possession of the Leased Real Property. All real property previously owned or leased by any of the Companies, or their predecessors, were owned, leased, operated and/or maintained in accordance with all applicable laws, rules and complete copy of regulations, including, without limitation, all Material Leases. No Group Company owns fee title to any landEnvironmental, Health and Safety Laws.

Real Property. (a) Section 3.7 4.9(a) of the Company Disclosure Schedules Schedule sets forth a complete list of all real property and interests in real property leased or licensed by the address of each Leased Real Property, Company or its Subsidiaries as lessee or sublessee and a true, correct and complete list of all Leases to which the Company or any Subsidiary of the leases relating thereto (including amendments) as in effect on the date of this Agreement (each, a “Real Property Lease” and each such related property, a “Company is Property”). The Company has delivered to Parent a party (true, correct and complete copy of each Real Property Lease, including all amendments, modifications, supplements, extensions, renewals, guaranties and or other agreements with respect thereto) . Neither the Company nor any of its Subsidiaries currently owns, and has never in the past owned, any fee simple ownership interest in real property. The Company Properties constitute all interests in real property currently used or currently held for such Leased Real Property (such Leases use in connection with the “Material Leases”)business of the Company and its Subsidiaries. With respect to each Real Property Lease and piece of the Material LeasesCompany Property: (i) such Real Property Lease is legal, valid, binding binding, enforceable and in full force and effect; (ii) the transactions contemplated hereby do not require the consent of any other party to such Real Property Lease, will not result in a breach of or default under such Real Property Lease, or otherwise cause such Real Property Lease to cease to be legal, valid, binding, enforceable and in full force and effect and on identical terms following the closing; (iii) neither the Company or its Subsidiary nor, to the Company’s knowledge, any other party to the Real Property Lease, is Enforceable against the applicable Group Company party theretoin breach or default under such Real Property Lease, and, to the Knowledge of the Company, against each other party thereto, and no Group Company has subleased, licensed or otherwise granted any right to use or occupy the Leased Real Property or any portion thereof to a third party (other than Permitted Liens and other than the right of a Group Company’s customersknowledge, employees and services providers to use, occupy and access the Leased Real Property in the Ordinary Course of Business); (ii) the applicable Group Company’s possession and quiet enjoyment of the Leased Real Property under such Material Lease no event has not been disturbed in any manner that would materially affect the applicable Group Company’s use of such Leased Real Property and there are no material disputes with respect to such Material Lease; (iii) no Group Company is currently in material default under, nor has any event occurred or, to the Knowledge of the Company, does any or circumstance exist thatexists which, with notice or lapse the delivery of notice, passage of time or both both, would constitute such a material breach or default by a Group Company or permit the termination, modification or acceleration of rent under any Material such Real Property Lease; (iv) to the Knowledge of the Company’s knowledge, there are no material default, event or circumstance exists that, disputes with notice or lapse of time or both, would constitute a material default by any counterparty respect to any such Material Real Property Lease; (v) no security deposit or portion thereof deposited with respect to such Material Real Property Lease has been applied in respect of a breach or default under such Material Real Property Lease which has not been redeposited in full; (vi) there are no Group forbearance programs in effect with respect to such Real Property Lease; (vii) the Company owes (or its Subsidiary) has not assigned, subleased, mortgaged, deeded in trust or otherwise transferred or encumbered or granted any Lien on such Real Property Lease or any interest therein; (viii) the Company’s or its Subsidiary’s possession and quiet enjoyment of the Company Property under such Real Property Lease has not been disturbed; (ix) the Company and its Subsidiaries do not owe any brokerage commissions or finder’s fees with respect to such Material Real Property Lease; and (viix) the other party to each such Material Real Property Lease is not an Affiliate of, and otherwise does not have any economic interest in, any Group in the Company; and (viii) no Group Company has collaterally assigned or granted any other security interest in such Material Lease or any interest therein. The Company has made available to and its Subsidiaries have a valid and enforceable leasehold interest, free and clear of any Liens, other than Permitted Liens, under each of the SPAC a true, correct and complete copy of all Material Real Property Leases. No Group All the Company owns fee title to any landProperties are adequately maintained and suitable in all material respects for the purpose of conducting the business of the Company and its Subsidiaries as currently conducted.

Real Property. (a) Section 3.7 As of the Company date of this Agreement, the Seller has valid title to the leasehold estate (as lessee) in the real property set forth in Section 3.10(a) of the Seller Disclosure Schedules sets forth (the address “Transferred Leased Property”), free and clear of all Liens, other than Permitted Liens. Following the consummation of the Pre-Closing Reorganization Transactions, the Company will have valid title to the leasehold estate (as lessee in the Transferred Leased Property), free and clear of all Liens, other than Permitted Liens. True and complete copies of each Leased Real Property, and a true, correct and complete list of all Leases to which the Company or any Subsidiary of the Company is a party Lease (including all amendmentsamendments and modifications) under which the Transferred Leased Property is held (each, extensions, renewals, guaranties and other agreements with respect thereto) for such Leased a “Real Property (such Leases the “Material LeasesLease”)) have been made available to Purchaser. With respect to each of the Material Leases: (i) such Each Real Property Lease is legal, valid, binding and in full force and effect and is Enforceable against enforceable in accordance with its terms, subject to the applicable Group Company party theretoeffect of any Laws relating to bankruptcy, andreorganization, insolvency, moratorium, fraudulent conveyance or preferential transfers, or similar Laws relating to or affecting creditors’ rights generally and subject, as to enforceability, to the effect of general principles of equity (regardless of whether such enforceability is considered in a Proceeding in equity or at law). To the Knowledge of the CompanySeller, against each other party thereto, and there is no Group Company has subleased, licensed or otherwise granted default under any right to use or occupy the Leased Real Property or any portion thereof to a third party (other than Permitted Liens and other than Lease by the right of a Group Company’s customers, employees and services providers to use, occupy and access the Leased Real Property in the Ordinary Course of Business); (ii) the applicable Group Company’s possession and quiet enjoyment of the Leased Real Property under such Material Lease has not been disturbed in any manner that would materially affect the applicable Group Company’s use of such Leased Real Property and there are no material disputes with respect to such Material Lease; (iii) no Group Company is currently in material default under, nor has any event occurred Seller or, to the Knowledge of the CompanySeller, does by any circumstance exist that, with notice or lapse of time or both would constitute a material default by a Group Company under any Material Lease; (iv) to the Knowledge of the Company, other party thereto and no material default, event has occurred or circumstance exists thatwhich, with notice or lapse the delivery of notice, the passage of time or both, would constitute a material default by any counterparty to any such Material Lease; (v) no security deposit or portion thereof deposited with respect such Material Lease has been applied in respect of a breach or default under such Material Real Property Lease. Seller has not received written notice that (i) it is in default under any Real Property Lease which and such default has not been redeposited in full; cured or (viii) no Group Company owes any brokerage commissions or finder’s fees a party to a Real Property Lease (other than the Seller) is exercising a termination right with respect to such Material Real Property Lease; (vii) . To the other party to such Material Knowledge of Seller, Xxxxxx’s possession and quiet enjoyment of the Transferred Leased Property under the applicable Real Property Lease is has not an Affiliate ofbeen disturbed and, and otherwise does not have any economic interest in, any Group Company; and (viii) no Group Company has collaterally assigned or granted any other security interest in such Material Lease or any interest therein. The Company has made available to the SPAC a trueSeller’s Knowledge, correct and complete copy of all Material Leases. No Group Company owns fee title there are no disputes with respect to any landReal Property Lease.

Real Property. (a) Section 3.7 5.10 of the Company Disclosure Schedules sets forth the address Schedule lists all real property and interests in real property leased by or to Seller (each, a “Leased Property”). Seller has delivered or made available to Purchaser complete and accurate copies of each Leased Real Propertyall such leases, including any subleases, and a true, correct and complete list of all Leases to which the Company or any Subsidiary of the Company is a party (including all amendments, extensions, renewals, guaranties and other operating agreements with respect relating thereto) for such Leased Real Property (such Leases the “Material Leases”). With respect to each Leased Property, except as set forth in Section 5.10 of the Material LeasesDisclosure Schedule: (i) Seller has good and valid title to the leasehold estate relating thereto, free and clear of all Liens (other than Permitted Liens and Liens which would not reasonably be expected to materially impair the current uses or the occupancy by Seller of such Lease Leased Property), leases, assignments, subleases, easements, covenants, rights of way and other similar restrictions of any nature whatsoever, other than those identified in the leases and operating agreements provided to Purchaser; (ii) the lease relating to such Leased Property is legalin writing and is a valid and binding obligation of Seller, valid, binding and in full force and effect effect; (iii) the lease relating to such Leased Property will, immediately following the Closing Date and upon the receipt of any applicable consent of the lessor, continue to be valid and binding obligation of Seller, in full force and effect; (iv) Seller is Enforceable against the applicable Group Company party thereto, not and, to the Knowledge of the CompanySeller, against each no other party thereto, and no Group Company has subleased, licensed or otherwise granted any right to use or occupy the Leased Real Property or any portion thereof lease relating to a third party (other than Permitted Liens and other than the right of a Group Company’s customers, employees and services providers to use, occupy and access the Leased Real Property in the Ordinary Course of Business); (ii) the applicable Group Company’s possession and quiet enjoyment of the Leased Real Property under such Material Lease has not been disturbed in any manner that would materially affect the applicable Group Company’s use of such Leased Real Property and there are no material disputes with respect to such Material Lease; (iii) no Group Company is currently is, in material breach or violation of, or in default under, nor has any event occurred or, to the Knowledge of the Company, does any circumstance exist that, with notice or lapse of time or both would constitute a material default by a Group Company under any Material Lease; (iv) to the Knowledge of the Company, no material default, event or circumstance exists that, with notice or lapse of time or both, would constitute a material default by any counterparty to any such Material Leaselease; (v) no security deposit or portion thereof deposited all facilities included in such Leased Property are supplied with respect utilities and other services adequate for the operation of such Material Lease has been applied facilities in respect of a breach or default under such Material Lease which has not been redeposited in fullthe manner currently used by Seller; (vi) no Group Company owes any brokerage commissions or finder’s fees with respect all rents due on the lease relating to such Material LeaseLeased Property have been paid; (vii) the other party to current use by Seller of the facilities located on such Material Lease is not an Affiliate of, and otherwise Leased Property does not have violate any economic interest in, local zoning or similar land use requirement or other Law in any Group Companymaterial respect; and (viii) no Group Company has collaterally assigned all necessary third party consents, approvals, filings and registrations required to be obtained by Seller with respect to such leases in connection with the transactions contemplated by this Agreement or granted any other security interest in such Material Lease otherwise, have been made or any interest therein. The Company has made available obtained or will be obtained prior to the SPAC Closing, other than where the failure to make or obtain such consent, approval, filing or registration would not be reasonably expected to result in a true, correct and complete copy of all Material Leases. No Group Company owns fee title to any landAdverse Change.

Real Property. (a) Section 3.7 The Real Property is the only real property owned or leased by the Selling Parties and used by the Selling Parties in the operation of the Company Disclosure Schedules sets forth Purchased Business. With respect to the address Real Property: (i) Synalloy has good, valid and marketable fee simple title to such parcel, free and clear of each Leased any Lien except for the Permitted Liens; (ii) there are no leases, subleases, licenses, concessions, or other Contracts, written or oral, granting to any Person the right of use or occupancy of any portion of the Real Property; (iii) there are no outstanding options or rights of first refusal to purchase the Real Property, or any portion thereof or interest therein; (iv) the Real Property has permanent, direct, immediate and uninterrupted rights of access to dedicated public rights of way and roads sufficient for the operation of the Purchased Business, and Synalloy has obtained all necessary curb cut permits or other necessary authorization from all applicable Governmental or Regulatory Authorities allowing Synalloy to connect and/or tie the Real Property directly into such public rights of way; (v) no fact or condition exists which would prohibit or adversely affect the ordinary rights of access to and from the Real Property from and to the existing highways and roads and there is no pending or threatened restriction or denial, governmental or otherwise, upon such ingress and egress; (vi) except for the Permitted Liens, the Real Property may be used and occupied for the Purchased Business, and no Laws prohibit the occupancy of the Real Property for such purpose; (vii) there are no commitments or agreements with any Governmental or Regulatory Authority affecting the Real Property that would be binding on the Buying Parties after the Closing Date that have not been specifically disclosed in writing in Schedule 3.4(a); (viii) the Selling Parties have not received notice of any condemnation, proposed condemnation or any similar proceeding affecting the Real Property and to the Knowledge of the Selling Parties, no such condemnations, proposed condemnations or any similar proceedings affecting the Real Property are planned; (ix) the Real Property is serviced by public utilities or utilities that are available to the Real Property by valid, unencumbered and appurtenant easements, all such utilities are installed and operating and all installation and connection charges with respect thereto have been paid in full; (x) all Permits for use of such utilities have been obtained from all Governmental or Regulatory Authorities or other entities regulating the use thereof, and there is sufficient water, sewer, gas and electricity available to the Real Property to service properly the Purchased Business; (xi) there is not any claim of adverse possession or prescriptive rights involving the Real Property, and a true, correct and complete list there are no parties in possession of all Leases to which the Company or any Subsidiary portion of the Company is a party (including all amendments, extensions, renewals, guaranties and other agreements with respect thereto) for such Leased Real Property other than the Selling Parties; and (such Leases the “Material Leases”). With respect to each of the Material Leases: (ixii) such Lease is legal, valid, binding and in full force and effect and is Enforceable against the applicable Group Company party thereto, no public improvements have been commenced and, to the Knowledge of the CompanySelling Parties, no such public improvements are planned, which may result in special assessments against each other party thereto, and no Group Company has subleased, licensed or otherwise granted any right to use or occupy the Leased Real Property or any portion thereof to a third party (other than Permitted Liens and other than the right of a Group Company’s customers, employees and services providers to use, occupy and access the Leased Real Property in the Ordinary Course of Business); (ii) the applicable Group Company’s possession and quiet enjoyment of the Leased Real Property under such Material Lease has not been disturbed in any manner that would materially adversely affect the applicable Group Company’s use of such Leased Real Property and there are no material disputes with respect to such Material Lease; (iii) no Group Company is currently in material default under, nor has any event occurred or, to the Knowledge of the Company, does any circumstance exist that, with notice or lapse of time or both would constitute a material default by a Group Company under any Material Lease; (iv) to the Knowledge of the Company, no material default, event or circumstance exists that, with notice or lapse of time or both, would constitute a material default by any counterparty to any such Material Lease; (v) no security deposit or portion thereof deposited with respect such Material Lease has been applied in respect of a breach or default under such Material Lease which has not been redeposited in full; (vi) no Group Company owes any brokerage commissions or finder’s fees with respect to such Material Lease; (vii) the other party to such Material Lease is not an Affiliate of, and otherwise does not have any economic interest in, any Group Company; and (viii) no Group Company has collaterally assigned or granted any other security interest in such Material Lease or any interest therein. The Company has made available to the SPAC a true, correct and complete copy of all Material Leases. No Group Company owns fee title to any landProperty.

Real Property. (ai) Lawriter does not own any real property or any interest in leased property, except for the leaseholds created under the real property leases identified in clause (ii) below. (ii) Section 3.7 4(k)(ii) of the Company Disclosure Schedules Schedule sets forth the address of each parcel of Leased Real Property, and a true, correct true and complete list description of all Leases to which the Company or any Subsidiary of the Company is a party (including all amendments, extensions, renewals, guaranties and other agreements with respect thereto) for each such Leased Real Property (including the date and name of the parties to such Leases Lease Page 19 document) used in Lawriter’s business or with respect to which it otherwise has any obligation. Sellers have delivered to Buyer a true and complete copy of each such Lease document, including any amendments thereto. Except as set forth in Section 4(k)(ii) of the “Material Leases”). With Disclosure Schedule, with respect to each of the Material Leases: (iA) such Lease is legal, valid, binding binding, enforceable and in full force and effect; (B) the transactions contemplated by this Agreement do not require the consent of any other party to such Lease, will not result in a breach of or default under such Lease, and will not otherwise cause such Lease to cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing; (C) Lawriter’s possession and is Enforceable against quiet enjoyment of the applicable Group Company Leased Real Property under such Lease has not been disturbed and there are no disputes with respect to such Lease; (D) neither Lawriter, nor any other party thereto, and, to the Knowledge Lease is in breach of the Company, against each other party theretoor default under such Lease, and no Group Company event has occurred or circumstance exists that, 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; (E) no security deposit or portion thereof deposited with respect to such Lease has been applied in respect of a breach of or default under such Lease that has not been redeposited in full; (F) Lawriter does not owe, nor will it owe in the future, any brokerage commissions or finder’s fees with respect to such Lease; (G) the other party to such Lease is not an affiliate of, and otherwise does not have any economic interest in, Lawriter; (H) Lawriter has not subleased, licensed or otherwise granted any Person the right to use or occupy the Leased Real Property or any portion thereof to a third party (other than Permitted Liens and other than the right of a Group Company’s customers, employees and services providers to use, occupy and access the Leased Real Property in the Ordinary Course of Business); (ii) the applicable Group Company’s possession and quiet enjoyment of the Leased Real Property under such Material Lease has not been disturbed in any manner that would materially affect the applicable Group Company’s use of such Leased Real Property and there are no material disputes with respect to such Material Lease; (iii) no Group Company is currently in material default under, nor has any event occurred or, to the Knowledge of the Company, does any circumstance exist that, with notice or lapse of time or both would constitute a material default by a Group Company under any Material Lease; (iv) to the Knowledge of the Company, no material default, event or circumstance exists that, with notice or lapse of time or both, would constitute a material default by any counterparty to any such Material Lease; (v) no security deposit or portion thereof deposited with respect such Material Lease has been applied in respect of a breach or default under such Material Lease which has not been redeposited in full; (vi) no Group Company owes any brokerage commissions or finder’s fees with respect to such Material Lease; (vii) the other party to such Material Lease is not an Affiliate of, and otherwise does not have any economic interest in, any Group Companythereof; and (viiiI) no Group Company Lawriter has not collaterally assigned or granted any other security interest Lien in such Material Lease or any interest therein. The Company has made available to the SPAC a true, correct and complete copy of all Material Leases. No Group Company owns fee title to any land.(l)

Real Property. (a) Section 3.7 3.23(a) of the Company Parent Disclosure Schedules Letter sets forth a true and complete list as of the address date hereof, including addresses, of all real property owned by Parent or any of its Subsidiaries (the “Parent Owned Real Property”). Parent or one of its Subsidiaries has valid title to the Parent Owned Real Property, free and clear of all Encumbrances, other than Permitted Encumbrances. Parent or one of its Subsidiaries has exclusive possession of each parcel of Parent Owned Real Property, other than any occupancy rights granted to third party owners, tenants or licensees pursuant to agreements with respect to such Parent Owned Real Property entered into in the ordinary course of business. No portion of any Parent Owned Real Property or, to the Knowledge of Parent, Parent Leased Real Property, and a true, correct and complete list of all Leases is subject to which the Company any pending condemnation or eminent domain proceeding by any Subsidiary of the Company is a party (including all amendments, extensions, renewals, guaranties and other agreements with respect thereto) for such Leased Real Property (such Leases the “Material Leases”). With respect to each of the Material Leases: (i) such Lease is legal, valid, binding and in full force and effect and is Enforceable against the applicable Group Company party thereto, Governmental Authority and, to the Knowledge of Parent, there is no threatened condemnation or other eminent domain proceeding with respect thereto. There are no options, first refusal, first offer or first opportunity rights or other similar rights with respect to any portion of the Company, against each other party thereto, and Parent Owned Real Property. There are no Group Company has subleased, licensed or otherwise granted any right tax reduction proceedings pending with respect to use or occupy the Leased Real Property all or any portion thereof to a third of any Parent Owned Real Property. To the Knowledge of Parent, (i) there is no existing breach or default by any party (other than Permitted Liens and other than under any easements or restrictive covenants affecting the right of a Group Company’s customers, employees and services providers to use, occupy and access the Leased Parent Owned Real Property in the Ordinary Course of Business); which breach or default has not yet been cured, (ii) neither Parent nor any of its Subsidiaries have received written notice of any default under any easements or restrictive covenants affecting the applicable Group Company’s possession and quiet enjoyment of the Leased Parent Owned Real Property under such Material Lease which breach or default has not yet been disturbed in any manner that would materially affect the applicable Group Company’s use of such Leased Real Property cured, and there are no material disputes with respect to such Material Lease; (iii) no Group Company is currently in material default under, nor has there does not exist any condition or event occurred or, to that with the Knowledge of the Company, does any circumstance exist that, with notice or lapse of time or both would constitute a material default by a Group Company under any Material Lease; (iv) to the Knowledge giving of the Companynotice, no material default, event or circumstance exists that, with notice or lapse of time or both, would constitute a material default by any counterparty to any such Material Lease; (v) no security deposit or portion thereof deposited with respect such Material Lease has been applied in respect of a breach or default under such Material Lease which has not been redeposited in full; (vi) any easements or restrictive covenants affecting the Parent Owned Real Property. There are no Group Company owes continuing disputes with any brokerage commissions supplier or finder’s fees with respect to such Material Lease; (vii) the other party to such Material Lease is not an Affiliate of, and otherwise does not have any economic interest in, any Group Company; and (viii) no Group Company has collaterally assigned vendor providing services for or granted any other security interest in such Material Lease or any interest therein. The Company has made available to the SPAC a true, correct and complete copy of all Material Leases. No Group Company owns fee title to any landParent Owned Real Property (e.g., cafeteria supplies and/or janitorial services).

Real Property. (a) Neither the Company nor any of its Subsidiaries owns any real property nor has either the Company or any of its Subsidiaries ever owned any real property. Section 3.7 2.22 of the Company Disclosure Schedules Letter sets forth the address of each Leased Real Property, and a true, correct and complete list of all Leases to which real property currently or previously leased by the Company or any Subsidiary of its Subsidiaries (the “Leased Real Property”). The Company and its Subsidiaries have a good and valid leasehold interest in all of the Company is a party (including all amendments, extensions, renewals, guaranties and other agreements with respect thereto) for such current Leased Real Property free and clear of all encumbrances. True, complete and correct copies of all current leases relating to the Leased Real Property have been made available to Parent (including any supplements, amendments or side letters relating thereto) and such Leases the “Material Leases”). With respect to each of the Material Leases: (i) such Lease is legal, valid, binding leases are valid and in full force and effect and is Enforceable against the applicable Group Company party thereto, and, to the Knowledge in accordance with their respective terms. Except as set forth in Section 2.22 of the CompanyCompany Disclosure Letter, against with respect to each other party thereto, and no Group Company has subleased, licensed or otherwise granted any right current lease relating to use or occupy the Leased Real Property Property: (i) the transactions contemplated by this Agreement do not require the consent of any other party to such lease, will not result in a breach of or any portion thereof default under such lease, and will not otherwise cause such lease to a third party (other than Permitted Liens cease to be legal, valid, binding, enforceable and other than in full force and effect on identical terms following the right of a Group Company’s customers, employees and services providers to use, occupy and access the Leased Real Property in the Ordinary Course of Business)Closing; (ii) neither the applicable Group Company’s nor any of its Subsidiaries’ possession and quiet enjoyment of the Leased Real Property under such Material Lease lease has not been disturbed in any manner that would materially affect the applicable Group Company’s use of such Leased Real Property and there are no material disputes with respect to such Material Leaselease; (iii) no Group neither the Company is currently in material default undernor any of its Subsidiaries, nor has any event occurred or, other party to the Knowledge lease, is in breach of the Companyor default under such lease, does any circumstance exist that, with notice or lapse of time or both would constitute a material default by a Group Company under any Material Lease; (iv) to the Knowledge of the Company, and no material default, event has occurred or circumstance exists that, with notice or lapse the delivery of notice, the passage of time or both, would constitute such a material default by any counterparty to any breach or default, or permit the termination, modification or acceleration of rent under such Material Leaselease; (viv) no security deposit or portion thereof deposited with respect to such Material Lease lease has been applied in respect of a breach of or default under such Material Lease which lease that has not been redeposited re-deposited in full; (viv) no Group neither the Company owes nor any of its Subsidiaries owes, or will owe in the future, any brokerage commissions or finder’s fees with respect to such Material Leaselease; (viivi) the other party to such Material Lease lease is not an Affiliate of, and otherwise does not have any economic interest in, the Company or any Group Companyof its Subsidiaries; (vii) neither the Company nor any of its Subsidiaries has subleased, licensed or otherwise granted any Person the right to use or occupy the Leased Real Property or any portion thereof; and (viii) no Group neither the Company nor any of its Subsidiaries has collaterally assigned or granted any other security interest encumbrance in such Material Lease lease or any interest therein. The Neither the Company has made available to the SPAC nor any of its Subsidiaries is a true, correct and complete copy of all Material Leases. No Group Company owns fee title party to any landContract to purchase any real property or interest therein.

Real Property. Buyer acknowledges that, commencing upon mutual execution of this Agreement and ending on July 7, 1997 (a) Section 3.7 the "Due Diligence Period"), Buyer shall conduct an examination of the Company Disclosure Schedules sets forth status of title to the address of each Leased Real Property, and a true, correct and complete list of all Leases to which . On or before the Company or any Subsidiary expiration of the Due Diligence Period, Buyer shall notify Seller and Title Company of the specific exceptions to title to the Property which Buyer is willing to accept in the Title Policies (as hereinafter defined), including all title endorsements required by Buyer (collectively, the "Permitted Exceptions"). Provided Title Company is a party (including all amendmentsprepared to issue the Title Policies subject only to the Permitted Exceptions, extensions, renewals, guaranties and other agreements with respect thereto) for such Leased then at Closing Seller shall transfer title to the Real Property (such Leases the “Material Leases”). With respect subject to each of the Material Leases: (i) such Lease is legal, valid, binding applicable zoning ordinances and in full force and effect and is Enforceable against the applicable Group Company party thereto, and, to the Knowledge of the Company, against each other party thereto, and no Group Company has subleased, licensed or otherwise granted any right to land use or occupy the Leased Real Property or any portion thereof to a third party (other than Permitted Liens and other than the right of a Group Company’s customers, employees and services providers to use, occupy and access the Leased Real Property in the Ordinary Course of Business)regulations; (ii) such conditions, easements, agreements, and restrictions of record as exist on the applicable Group Company’s possession and quiet enjoyment date hereof, continue to exist on the expiration of the Leased Real Property under such Material Lease has not Due Diligence period, and as are listed on Schedule B of the title reports issued by Title Company a copy of which reports have been disturbed in any manner that would materially affect made available to Buyer and are listed on EXHIBIT C (the applicable Group Company’s use of such Leased Real Property and there are no material disputes with respect to such Material Lease; "Title Reports") which is annexed hereto, (iii) no Group Company is currently such state of facts as have been disclosed in material default under, nor has any event occurred or, to the Knowledge surveys of the CompanyReal Property, does any circumstance exist thatwhich have been provided by Seller to Buyer and which shall be prepared in accordance with the Minimum Requirements for ALTA/ACSM land title surveys ("Surveys"), with notice or lapse of time or both would constitute a material default by a Group Company under any Material Lease; (iv) to the Knowledge such state of facts as would be disclosed by a physical inspection of the CompanyProperty, no material default, event or circumstance exists that, with notice or lapse of time or both, would constitute a material default by any counterparty to any such Material Lease; (v) no security deposit or portion thereof deposited with respect such Material Lease has been applied in respect the lien of a breach or default under such Material Lease which has taxes not been redeposited in full; yet due and payable, and (vi) no Group Company owes any brokerage commissions or finder’s fees with respect the Leases (as defined in SECTION 6.4 (c)). Notwithstanding the foregoing, Seller shall, at Seller's expense, cause to such Material Lease; (vii) be removed from the other party to such Material Lease is not an Affiliate ofTitle Reports all mortgages, deeds of trust, mechanic's liens, and otherwise does other monetary liens and judgments described thereon. Buyer shall pay any additional premiums required for the deletion of the "survey exception" on Buyer's fee policy of title insurance and for the issuance of any desired or applicable endorsements requested by Buyer which are available in the state where each project comprising a portion of the Property is located. Buyer is aware that ALTA policies and ALTA endorsements may not have any economic interest in, any Group Company; and (viii) no Group Company has collaterally assigned or granted any other security interest be available in such Material Lease or any interest therein. The Company has made available to all states in which the SPAC a true, correct and complete copy of all Material Leases. No Group Company owns fee title to any land.projects comprising the Property are located

Real Property. (a) Section 3.7 of Neither the Company Disclosure Schedules sets forth the address of each Leased nor its Subsidiaries own any Real Property, . Schedule 5.2(n) constitutes a complete and a true, correct and complete list of all Leases to which Real Properties leased by the Company or any Subsidiary of the Company is a party its Subsidiaries (including all amendments, extensions, renewals, guaranties and other agreements with respect thereto) for such Leased Real Property (such Leases the “Material "Leases”"). With respect to each of the Material Leases: (i) such Each Lease is legal, valid, binding and in full force and effect and is Enforceable against constitutes a valid and binding obligation of the applicable Group Company party theretoor a Subsidiary, as applicable, and, to the Knowledge of Company's knowledge, all other parties thereto and is enforceable in accordance with its terms. The Company or the Company, against each other party thereto, and no Group Company applicable Subsidiary has subleased, licensed or otherwise granted any the sole right to use or occupy the Leased Real Property or any portion thereof to a third party (other than Permitted Liens and other than subject of each Lease and, upon the right of a Group Company’s customers, employees and services providers to use, occupy and access the Leased Real Property in the Ordinary Course of Business); (ii) the applicable Group Company’s possession and quiet enjoyment consummation of the Leased Real Property under such Material transactions contemplated hereby, each Lease has not been disturbed will continue in any manner that would materially affect full force and effect and constitute a valid and binding obligation on the applicable Group Company’s use part of such Leased Real Property and there are no material disputes with respect to such Material Lease; (iii) no Group the Company is currently in material default under, nor has any event occurred oror the relevant Subsidiary and, to the Knowledge of the Company's knowledge, does any circumstance exist that, with notice or lapse of time or both would constitute a material default by a Group Company under any Material Lease; (iv) to the Knowledge of the Company, no material default, event or circumstance exists that, with notice or lapse of time or both, would constitute a material default by any counterparty to any such Material Lease; (v) no security deposit or portion thereof deposited with respect such Material Lease has been applied in respect of a breach or default under such Material Lease which has not been redeposited in full; (vi) no Group Company owes any brokerage commissions or finder’s fees with respect all other parties to such Material Lease; (vii) the other party to , and such Material Lease is not an Affiliate of, and otherwise does not have any economic interest in, any Group Company; and (viii) no Group Company has collaterally assigned or granted any other security interest enforceable in such Material Lease or any interest thereinaccordance with its terms. The Company has made available received no notice of and, to the SPAC Company's knowledge no portion of the Real Property is subject to, any pending condemnation proceeding by any public or quasi-public authority and, there is no threatened condemnation proceeding with respect thereto. Each of the properties constituting the Real Property is supplied with utilities and other services necessary for the operation of the facilities located thereon as presently conducted, and all of such services are adequate to conduct that portion of the Business as is presently conducted at such facility. Except as set forth on Schedule 5.2(n), neither the Company nor any Subsidiary has sublet, underlet or assigned any portion of the Real Property and no third party is in possession of any portion of the Real Property. To the Company's knowledge, the structures, improvements and fixtures at or upon the Real Property, including, but not limited to, roofs and structural elements thereof and the electrical, plumbing, heating, ventilation, air conditioning and similar units and systems, have to date been maintained in a truereasonable manner for the conduct of the Business and are in reasonable operating condition to allow the Business to continue to be conducted as heretofore conducted, correct subject to the provision of usual and complete copy customary maintenance and repair performed in the ordinary course of all Material Leases. No Group Company owns fee title to any landbusiness consistent with past practice.

Real Property. (a) Section 3.7 Schedule 3.12 sets forth each parcel of real property leased by Xxxxxxx and used in or necessary for the operation of the Company Disclosure Schedules sets forth Facilities (together with all rights, title and interest of either Seller in and to leasehold improvements relating thereto, including security deposits, reserves or prepaid rents paid in connection therewith, collectively, the address of each “Leased Real Property, and ”). Sellers have made available to Buyer a true, correct true and complete list of all Leases to which the Company leases, subleases, licenses, concessions and other agreements (whether written or any Subsidiary of the Company is a party (oral), including all amendments, extensions, extensions renewals, guaranties guarantees and other agreements with respect thereto) for such , pursuant to which Sellers hold any Leased Real Property (such Leases collectively, the “Material Leases” and individually a “Lease”). With respect to each of the Material LeasesLease: (i) such Lease is legal, valid, binding binding, enforceable and in full force and effect and is Enforceable against the applicable Group Company party theretofree of all Liens except Permitted Liens, and, to the Knowledge of the CompanySellers, against each other party thereto, Seller enjoys peaceful and no Group Company has subleased, licensed or otherwise granted any right to use or occupy undisturbed possession of the Leased Real Property or any portion thereof to a third party (other than Permitted Liens and other than the right of a Group Company’s customers, employees and services providers to use, occupy and access the Leased Real Property in the Ordinary Course of Business)Property; (ii) the applicable Group Company’s possession and quiet enjoyment of the Leased Real Property no Seller is in breach or default under such Material Lease Lease, and no event has not been disturbed in any manner that would materially affect the applicable Group Company’s use of such Leased Real Property and there are no material disputes with respect to such Material Lease; (iii) no Group Company is currently in material default under, nor has any event occurred or, to the Knowledge of the Company, does any circumstance exist that, with notice or lapse of time or both would constitute a material default by a Group Company under any Material Lease; (iv) to the Knowledge of the Company, no material default, event or circumstance exists thatwhich, with notice or lapse the delivery of notice, passage of time or both, would constitute a material breach or default by such Seller; (iii) each Seller has paid all rent currently due and payable under such Lease; (iv) neither Seller has received nor given any counterparty notice of any default or event that with notice or lapse of time, or both, would constitute a default by such Seller under any of the Leases and, to the Knowledge of Sellers, no other party is in default thereof, and no party to any such Material LeaseLease has exercised any termination rights with respect thereto; (v) no security deposit Seller has subleased, assigned or otherwise granted to any Person the right to use or occupy such Leased Real Property or any portion thereof deposited with respect such Material Lease has been applied in respect of a breach or default under such Material Lease which has not been redeposited in fullthereof; (vi) no Group Company owes Seller has pledged, mortgaged or otherwise granted a Lien on its leasehold interest in any Leased Real Property and (vii) no brokerage commissions are due and payable, or finder’s fees will become due and payable, with respect to such Material Lease; (vii) the other party to such Material Lease is not an Affiliate of, and otherwise does not have any economic interest in, any Group Company; and (viii) no Group Company has collaterally assigned or granted any other security interest in such Material Lease or any interest therein. The Company has made available to the SPAC a true, correct and complete copy of all Material Leases. No Group Company owns fee title to any landLeased Real Property.

Real Property. (a) Section 3.7 of the Company Disclosure Schedules Schedule 3.18(a) sets forth the address of each Leased real property owned by any Group Company (such real property, the “Owned Real Property”). Seller has provided Buyer with copies of any title insurance policies (or commitments for title insurance in a policy has not been issued), and a true, correct and complete list surveys in the possession or control of all Leases to which the any Group Company or any Subsidiary of the Company is a party (including all amendments, extensions, renewals, guaranties and other agreements with respect thereto) for such Leased to each parcel of Owned Real Property (such Leases the “Material Leases”)Property. With respect to each of the Material LeasesOwned Real Property: (i) a Group Company has good and marketable title to such Lease is legalOwned Real Property, validwhich shall be free and clear of all Liens as of the Closing Date, binding and in full force and effect and is Enforceable against except Permitted Liens; (ii) except as set forth on Schedule 3.18(a), the applicable Group Company party thereto, and, to the Knowledge of the Company, against each other party thereto, and no Group Company has subleased, licensed not leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof; (iii) other than the Leased rights of Buyer pursuant to this Agreement, there are no outstanding options, rights of first offer or rights of first refusal to purchase such Owned Real Property or any portion thereof to a third party (other than Permitted Liens and other than the right of a Group Company’s customers, employees and services providers to use, occupy and access the Leased Real Property in the Ordinary Course of Business)or interest therein; (ii) the applicable Group Company’s possession and quiet enjoyment of the Leased Real Property under such Material Lease has not been disturbed in any manner that would materially affect the applicable Group Company’s use of such Leased Real Property and there are no material disputes with respect to such Material Lease; (iiiiv) no Group Company is currently in material default under, nor has a party to any event occurred or, agreement or option to purchase any real property or interest therein relating to the Knowledge business of the Company, does any circumstance exist that, with notice or lapse of time or both would constitute a material default by a Group Company under any Material Lease; (iv) to the Knowledge of the Company, no material default, event or circumstance exists that, with notice or lapse of time or both, would constitute a material default by any counterparty to any such Material LeaseCompanies; (v) to the Company’s Knowledge, there are no security deposit pending or portion thereof deposited with respect such Material Lease has been applied in respect of a breach or default under such Material Lease which has not been redeposited in fullthreatened condemnation proceedings relating to the Owned Real Property; (vi) no Group Company owes has received written notice that any brokerage commissions piece of Owned Real Property or finder’s fees the Group Company's use thereof is in or, with respect to such Material Leasethe passage of time, will be in violation of any Legal Requirement; (vii) except for any Permitted Liens, there are no covenants, easements, encroachments, restrictive covenants, rights-of-way or servitudes encumbering any piece of Owned Real Property that would reasonably be considered to have a Company Material Adverse Effect on such Owned Real Property or the other party to such Material Lease is not an Affiliate of, and otherwise does not have any economic interest in, any Group Company's use thereof; (viii) each piece of Owned Real Property abuts on and has direct access to a public road or access to a public road via a permanent, irrevocable appurtenant easement; (ix) the Group Companies enjoy peaceful and undisturbed possession of all of their respective Owned Real Property; and (viiix) no Group Company neither the whole nor any portion of any Owned Real Property has collaterally assigned been damaged or granted any destroyed by fire or other security interest in such Material Lease or any interest therein. The Company casualty that has made available to the SPAC a true, correct and complete copy of all Material Leases. No Group Company owns fee title to any landnot been repaired.

Real Property. (a) Section 3.7 The Target does not own any real property. Schedule 3.13 of the Target Disclosure Schedule lists all real property that is leased or subleased to the Target. The Company Disclosure Schedules sets forth the address has delivered to Buyer a true and complete copy of each Leased Real Propertysuch lease document, and in the case of any oral lease, a true, correct and complete list of all Leases to which the Company or any Subsidiary written summary of the Company is a party (including all amendments, extensions, renewals, guaranties and other agreements with respect thereto) for material terms of such Leased Real Property (such Leases the “Material Leases”)lease. With respect to each parcel of the Material Leasesleased Real Property: (i) such Lease lease is legal, valid, binding binding, enforceable and in full force and effect; (ii) the transactions contemplated by this Agreement do not require the consent of any other party to such lease or the assignment thereof, will not result in a breach of or default under such lease, and will not otherwise cause such lease to cease to be legal, valid, binding, enforceable and in full force and effect and is Enforceable against on substantially the applicable Group Company party thereto, and, to terms following the Knowledge of the Company, against each other party thereto, and no Group Company has subleased, licensed or otherwise granted any right to use or occupy the Leased Real Property or any portion thereof to a third party (other than Permitted Liens and other than the right of a Group Company’s customers, employees and services providers to use, occupy and access the Leased Real Property in the Ordinary Course of Business); (ii) the applicable Group Company’s possession and quiet enjoyment of the Leased Real Property under such Material Lease has not been disturbed in any manner that would materially affect the applicable Group Company’s use of such Leased Real Property and there are no material disputes with respect to such Material LeaseClosing Date; (iii) no Group Company is currently in material default under(iii) neither the Target, nor has any event occurred ornor, to the Knowledge of the CompanyTarget’s Knowledge, does any circumstance exist that, with notice or lapse of time or both would constitute a material default by a Group Company under any Material Lease; (iv) other party to the Knowledge of the Companylease is in breach or default under such lease, and no material default, event has occurred or circumstance exists thatwhich, with notice or lapse the delivery of notice, the passage of time or both, would constitute such a material default by any counterparty breach or default, or permit the termination, modification or acceleration of rent under such lease; (iv) to the Target’s Knowledge of the Target, such lease is not subject to any such Material Leaseprime, ground or master lease, mortgage, deed of trust or other Encumbrance or interest which would entitle the interest holder to interfere with or disturb the Target’s rights under the lease while the Target is not in default under the lease; (vvi) no security deposit or portion thereof deposited with respect to such Material Lease lease has been applied in respect of a breach or default under such Material Lease lease which has not been redeposited re-deposited in full; (vivii) no Group Company owes the Target does not owe, and will not owe in the future, any brokerage commissions or finder’s fees with respect to such Material Leaselease; (viiviii) the other party to such Material Lease lease is not an Affiliate of, and otherwise does not have any economic interest in, any Group Companythe Target; and (viiiix) no Group Company the Target has collaterally assigned not subleased, licensed or otherwise granted any other security interest in Person the right to use or occupy such Material Lease real property or any interest therein. The Company has made available to the SPAC a true, correct and complete copy of all Material Leases. No Group Company owns fee title to any landportion thereof.