Common use of Real Property Clause in Contracts

Real Property. (i) Except as would not be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect, (A) either the Company or a Subsidiary of the Company has good, defensible, marketable and insurable fee simple title to each real property owned by the Company or any Subsidiary, or (such property collectively, the “Company Owned Real Property”), and (B) either the Company or a Subsidiary of the Company has a good and valid leasehold interest in each lease, sublease and other agreement and in each parcel of Company Leased Real Property, under or with respect to which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any real property (the “Company Leased Real Property” and such leases, subleases and other agreements are, collectively, the “Company Real Property Leases”), in each case, free and clear of all Liens, title defects or title exceptions other than any Permitted Tax Liens and Liens that are not material to the Company and its Subsidiaries, taken as a whole. Except as would not be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect, (1) each Company Real Property Lease is valid, binding and in full force and effect, subject to the limitation of such enforcement by the Bankruptcy and Equity Exception and (2) no uncured default on the part of the Company or, if applicable, its Subsidiary or, to the knowledge of the Company, the landlord thereunder, exists under any Company Real Property Lease, and no event has occurred or circumstance exists which, with the giving of notice, the passage of time, or both, would constitute a material breach or default under a Company Real Property Lease. Section 3.1(q)(i) of the Company Disclosure Letter contains a true and complete list as of the date hereof of all Company Owned Real Property that is material to the Company and its Subsidiaries, taken as a whole, by property address, and each Company Real Property Lease that is material to the Company and its Subsidiaries, taken as a whole, by the property address.

Real Property. (ia) Except as has not had and would not reasonably be reasonably likely expected to have, individually or in the aggregate, a Company Parent Material Adverse Effect, (A) either the Company Parent or a Parent Subsidiary has good and valid title to all of the Company has goodreal properties and assets reflected in Parent’s consolidated balance sheet as of September 25, defensible2015 included in the Parent SEC Documents filed on or prior to the date hereof (collectively, marketable and insurable fee simple title with respect to each real property owned by the Company or any Subsidiary, or (such property collectivelyproperty, the “Company Parent Owned Real Property”) or acquired after the date thereof that are material to Parent’s business on a consolidated basis (except for properties and assets sold or otherwise disposed of since the date thereof in the ordinary course of business), and (B) either the Company or a Subsidiary of the Company has a good and valid leasehold interest in each lease, sublease and other agreement and in each parcel of Company Leased Real Property, under or with respect to which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any real property (the “Company Leased Real Property” and such leases, subleases and other agreements are, collectively, the “Company Real Property Leases”), in each case, free and clear of all Liens, title defects or title exceptions other than any Permitted Tax Liens such Lien (i) for governmental assessments, charges or claims of payment or other Taxes not yet due and Liens that are not material payable or being contested in good faith and for which adequate accruals or reserves have been established, (ii) which is a carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other similar lien arising in the ordinary course of business, (iii) which is disclosed on Parent’s consolidated balance sheet (or the notes thereto) as of September 25, 2015 included in the Parent SEC Documents filed on or prior to the Company and its Subsidiariesdate hereof or securing liabilities reflected on such balance sheet, taken as a whole. Except as (iv) which was incurred in the ordinary course of business since September 25, 2015, (v) which would not reasonably be expected to materially impair the continued use of the applicable property for the purposes for which the property is currently being used, or (vi) in the case of any Parent Joint Venture, imposed by its organizational documents or joint venture Contract (any such Lien described in any of clauses (i) through (vi), a “Parent Permitted Lien”). As of the date hereof, neither Parent nor any Parent Subsidiary has received notice of any pending, and to the knowledge of Parent there is no threatened, condemnation proceeding with respect to any Parent Owned Real Property, except proceedings which have not had and would not reasonably likely be expected to have, individually or in the aggregate, a Company Parent Material Adverse Effect, (1) each Company Real Property Lease is valid, binding and in full force and effect, subject to the limitation of such enforcement by the Bankruptcy and Equity Exception and (2) no uncured default on the part of the Company or, if applicable, its Subsidiary or, to the knowledge of the Company, the landlord thereunder, exists under any Company Real Property Lease, and no event has occurred or circumstance exists which, with the giving of notice, the passage of time, or both, would constitute a material breach or default under a Company Real Property Lease. Section 3.1(q)(i) of the Company Disclosure Letter contains a true and complete list as of the date hereof of all Company Owned Real Property that is material to the Company and its Subsidiaries, taken as a whole, by property address, and each Company Real Property Lease that is material to the Company and its Subsidiaries, taken as a whole, by the property address.

Real Property. (a) Schedule 4.12 sets forth a complete list of (i) Except as would not be reasonably likely to haveall real property and interests in real property owned in fee by the Company and its Subsidiaries (individually, individually an "Owned Property" and collectively, the "Owned Properties"), and (ii) all real property and interests in real property leased, subleased, assigned or in otherwise used or occupied by the aggregateCompany and its Subsidiaries (individually, a "Leased Property" and collectively the "Leased Properties," and the Leased Properties together with the Owned Properties, being referred to herein individually as a "Company Material Adverse Effect, (A) either Property" and collectively as the "Company Properties"). The Company or a Subsidiary of the Company has good, defensible, its Subsidiaries have good and marketable and insurable fee simple title to each all Owned Properties and all buildings, structures and other improvements located thereon, free and clear of all Liens of any nature whatsoever except the Permitted Exceptions (as defined in Section 9.1). The Company Properties constitute all interests in real property owned currently used or currently held for use in connection with the business of the Company and its Subsidiaries and which are necessary for the continued operation of the business of the Company and its Subsidiaries as the business is currently conducted. The Company or any Subsidiary, as the case may be, has a valid and enforceable and binding leasehold interest to each of the Leased Properties pursuant to the leases, subleases, assignments or other agreements listed on and attached as exhibits to Schedule 4.12 (the "Real Property Leases"), subject to applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity), and to the Seller's best knowledge, (i) there is no default under any of the Real Property Leases by the Company or any Subsidiary, (ii) there is no default or (such property collectively, the “Company Owned Real Property”), threatened default by any other party thereto and (Biii) either no event has occurred that with the Company lapse of time or the giving of notice, or both, would constitute a Subsidiary of the Company has a good and valid leasehold interest in each lease, sublease default by any party thereunder. All rent and other agreement sums and in each parcel of Company Leased Real Property, under or with respect to which charges payable by the Company or any of its Subsidiaries uses as tenant thereunder are current. The Real Property Leases have not been modified or occupies amended except as set forth on Schedule 4.12. All of the Company Properties, buildings, structures, fixtures and improvements thereon owned or has leased by the right Company or any Subsidiary are in good operating condition, maintenance and repair (subject to normal wear and tear) and, to the Seller's best knowledge, there are no defects with respect thereto which would impair the day-to-day use of any the Company Properties and the buildings, structures, fixtures or occupy improvements located thereon or which would subject the Company, or any real property Subsidiary or the Seller to any liability under applicable Law (the “Company Leased Real Property” and such leasesexcept Environmental Law, subleases and other agreements arewhich is covered by Section 4.19), collectively, the “Company including any restoration or repair obligation effective upon termination of any Real Property Leases”), in each caseexcept as set forth on Schedule 4.12. To the Seller's best knowledge, free all buildings, structures, fixtures and clear of all Liens, title defects or title exceptions other than any Permitted Tax Liens and Liens that are not material to improvements located on the Company and its Subsidiaries, taken Properties are supplied with sufficient utilities necessary to operate the business as a whole. Except as would not be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect, (1) currently conducted at each Company Real Property Lease is valid, binding and in full force and effect, subject to the limitation of such enforcement by the Bankruptcy and Equity Exception and (2) no uncured default on the part of the Company or, if applicable, its Subsidiary or, to the knowledge of the Company, the landlord thereunder, exists under any Company Real Property Lease, and no event has occurred or circumstance exists which, with the giving of notice, the passage of time, or both, would constitute a material breach or default under a Company Real Property Lease. Section 3.1(q)(i) of the Company Disclosure Letter contains a true and complete list as of the date hereof of all Company Owned Real Property that is material to the Company and its Subsidiaries, taken as a whole, by property address, and each Company Real Property Lease that is material to the Company and its Subsidiaries, taken as a whole, by the property addressProperties.

Real Property. (ia) Except as would not be reasonably likely to haveSchedule 3.27(a) sets forth a true, individually or in correct, and complete description (including the aggregateaddress thereof, a Company Material Adverse Effectthe applicable owner thereof, (Aand the use thereof) either the Company or a Subsidiary of the Company has good, defensible, marketable and insurable fee simple title to each real property all Real Property owned by the Target Company or any Subsidiary, or (such property collectively, the “Company Owned Real Property”), and (B) either the Company or a Subsidiary of the Company has a good and valid leasehold interest in . With respect to each lease, sublease and other agreement and in each parcel of Company Leased Owned Real Property, under or with respect (i) the Target Company has valid, good and marketable fee simple title to which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any real property (the “Company Leased such Owned Real Property” and such leases, subleases and other agreements are, collectively, the “Company Real Property Leases”), in each case, free and clear of all Liens, title defects except for Permitted Liens, (ii) the Target Company has not leased, subleased, licensed or title exceptions otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof; (iii) other than the right of the Acquirer pursuant to this Agreement, there are no outstanding options, rights of first offer or rights of first refusal to purchase such Owned Real Property or any Permitted Tax Liens portion thereof or interest therein; (iv) the Target Company has not received any written notice of any, and Liens that are not material to the Company Knowledge of the Owners, there are no existing, pending or threatened condemnation or eminent domain proceedings relating to any portion of the Owned Real Property; and its Subsidiaries, taken as a whole. Except as would not be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect, (1v) each Company Real Property Lease is valid, binding and in full force and effect, subject to the limitation of such enforcement by the Bankruptcy and Equity Exception and (2) no uncured default on the part Knowledge of the Company or, if applicable, its Subsidiary or, to the knowledge of the CompanyOwners, the landlord thereunder, exists under Target Company has not breached or violated any Company Real Property Leaselocal zoning ordinance, and no event written notice from any Person has occurred been received by the Target Company or circumstance exists which, with served upon the giving Target Company claiming any violation of notice, the passage of time, any local zoning ordinance. The Target Company is not a party to any agreement or both, would constitute a material breach or default under a Company option to purchase any Real Property Leaseor material interest therein. Section 3.1(q)(iTo the extent any are in the possession of or reasonably available to the Target Company, copies of any title insurance policies (together with copies of any documents of record listed as exceptions to the title on such policies) of the Company Disclosure Letter contains a true and complete list as of the date hereof of all Company currently insuring each Owned Real Property that is material and copies of the most recent surveys of the same have been made available to the Company and its Subsidiaries, taken as a whole, by property address, and each Company Real Property Lease that is material to the Company and its Subsidiaries, taken as a whole, by the property addressAcquirer.

Real Property. (i) Except as would not be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect, (A) either the The Company or a Subsidiary of the Company thereof has good, defensible, marketable and insurable fee simple title or leasehold title (as applicable) to each real property owned by the Company or any Subsidiary, or (such property collectively, the “Company Owned Real Property”), and (B) either the Company or a Subsidiary of the Company has a good and valid leasehold interest in each lease, sublease and other agreement and in each parcel of Company Leased Real Property, under or with respect to which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any real property (the “Company Leased Real Property” and such leases, subleases and other agreements are, collectively, the “Company Real Property Leases”)Properties, in each case, free and clear of all Liens, title defects or title exceptions other than any Permitted Tax Liens and Liens that are not material to the Company and its Subsidiaries, taken except such as a whole. Except as would not be reasonably likely to havedo not, individually or in the aggregate, a materially affect the value of such Property and do not materially interfere with the use made and proposed to be made of such Property by the Company Material Adverse Effect, or its Subsidiaries; (1ii) neither the Company nor any of its Subsidiaries owns any real property other than the Properties; (iii) each of the Properties is supplied with utilities and other services sufficient for their continued operation as they are now being operated, and are, to the Knowledge of the Company, in working order sufficient for their normal operation in the manner currently being operated and without any material structural defects other than as may be disclosed in any physical condition reports that have been made available to the Purchaser prior to the date hereof; (iv) to the Knowledge of the Company, each of the Properties has sufficient access to and from publicly dedicated streets for its current use and operation, without any constraints that materially interfere with the normal use, occupancy and operation thereof; (v) each of the ground leases and subleases of real property, if any, material to the business of the Company Real Property Lease and its Subsidiaries, and under which the Company and its Subsidiaries hold properties described in the SEC Documents, is valid, binding and in full force and effect, subject with such exceptions as are not material and do not materially interfere with the use made or proposed to the limitation be made of such enforcement real property by the Bankruptcy and Equity Exception and (2) no uncured default on the part of the Company or, if applicable, its Subsidiary or, to the knowledge of the Company, the landlord thereunder, exists under any Company Real Property Lease, and no event has occurred or circumstance exists which, with the giving of notice, the passage of time, or both, would constitute a material breach or default under a Company Real Property Lease. Section 3.1(q)(i) of the Company Disclosure Letter contains a true and complete list as of the date hereof of all Company Owned Real Property that is material to the Company and its Subsidiaries, taken as and neither the Company nor any of its Subsidiaries has any notice of any material claim of any sort that has been asserted by any ground lessor or sublessor under a whole, by property address, and each ground lease or sublease threatening the rights of the Company Real Property Lease that is material or its Subsidiaries to the continued possession of the leased or subleased premises under any such ground lease or sublease; (vi) all Liens on any of the Properties and the assets of the Company or its Subsidiaries that are required to be disclosed in the SEC Documents are disclosed therein; (vii) there are no unexpired option to purchase agreements, rights of first refusal or first offer or any other rights to purchase or otherwise acquire any Property or any portion thereof that would materially affect the Company’s, or any Subsidiary’s, ownership, ground lease or right to use a Property subject to a lease; (viii) each of the Properties complies with all applicable codes, laws and its Subsidiariesregulations (including, taken as without limitation, building and zoning codes, laws and regulations and laws relating to access to the Properties), except for such failures to comply that would not, individually or in the aggregate, reasonably be expected to have a wholeCompany Material Adverse Effect; and (ix) the Company does not have Knowledge of any pending or threatened condemnation proceedings, by zoning change or other proceeding or action that would materially affect the property addressuse or value of any of the Properties.

Real Property. (ia) Except Section 3.13 (Real Property) of the Sellers’ Disclosure Letter sets out a list that is true, correct and complete in all material respects of all real property that is owned by a Target Company (“Owned Real Property”) or leased or subleased by a Target Company as of the date hereof from any other person other than another Target Company (“Company Real Property”) and identifies the material instruments under which such real property is leased or subleased. The Target Companies collectively have good and marketable title (or the local equivalent thereof) to all Owned Real Property, free and clear of all Encumbrances except for Permitted Encumbrances. Each of the Target Companies has valid leasehold interests (or the local equivalent thereof) with respect to, and the legal, valid and binding right, enforceable against the relevant owners, to use, such Company Real Property leased by it (subject in each case to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium, rehabilitation, liquidation, fraudulent conveyance, preferential transfer or similar Laws now or hereafter in effect relating to or affecting creditors’ rights and remedies generally and subject, as to the enforceability, to the effect of general equitable principles (regardless of whether enforcement is sought in a proceeding in equity or at law)), in each case free and clear of all Encumbrances (other than Permitted Encumbrances) except as would not reasonably be reasonably likely expected to havebe, individually or in the aggregate, a Company Material Adverse Effect, (A) either the Company or a Subsidiary of the Company has good, defensible, marketable and insurable fee simple title to each real property owned by the Company or any Subsidiary, or (such property collectively, the “Company Owned Real Property”), and (B) either the Company or a Subsidiary of the Company has a good and valid leasehold interest in each lease, sublease and other agreement and in each parcel of Company Leased Real Property, under or with respect to which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any real property (the “Company Leased Real Property” and such leases, subleases and other agreements are, collectively, the “Company Real Property Leases”), in each case, free and clear of all Liens, title defects or title exceptions other than any Permitted Tax Liens and Liens that are not material to the Company and its Subsidiaries, Target Companies taken as a whole. Except as would not be reasonably likely to have, individually or in Neither the aggregate, a Company Material Adverse Effect, (1) each Company Real Property Lease is valid, binding and in full force and effect, subject to the limitation of such enforcement by the Bankruptcy and Equity Exception and (2) no uncured default on the part of the Company or, if applicable, its Subsidiary orTarget Companies nor, to the knowledge of the CompanySellers’ Representative, the landlord thereunder, exists under any other party to any material Company Real Property Leaselease Contract to which any Target Company is a party is in material breach thereof. None of the Target Companies has received any written notice alleging such breach or default, and to the knowledge of the Sellers’ Representative, no event has occurred or circumstance exists which, with the giving delivery of notice, notice or the passage of time, time or both, would constitute such a material breach or default under a default, or permit the termination, modification or acceleration of rent of any material Company Real Property Leaselease Contract to which each Target Company is a party. Section 3.1(q)(i) None of the Company Disclosure Letter contains a true and complete list as of Target Companies has subleased, assigned or otherwise granted to any person the date hereof of all Company Owned Real Property that is material right to the Company and its Subsidiaries, taken as a whole, by property address, and each use or occupy any Company Real Property Lease that is material to the Company and its Subsidiaries, taken as a whole, by the property addressProperty.

Real Property. Company does not own any real property in connection with the Business. Schedule 1.2(a) of the Disclosure Schedule sets forth all Leased Real Property used or occupied by Company in operating the Business. To the best of the Company’s knowledge, there are now in full force and effect duly issued certificates of occupancy permitting the Leased Real Property and improvements located thereon to be legally used and occupied as the same are now constituted. To the best of the Company’s knowledge, all of the Leased Real Property has permanent rights of access to dedicated public highways. To the best of the Company’s knowledge, no fact or condition exists which would prohibit or adversely affect the ordinary rights of access to and from the Leased 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. To the best of the Company’s knowledge, there is not (i) Except as would not be reasonably likely to have, individually any claim of adverse possession or in the aggregate, a Company Material Adverse Effect, (A) either the Company or a Subsidiary prescriptive rights involving any of the Company has good, defensible, marketable and insurable fee simple title to each real property owned by the Company or any Subsidiary, or (such property collectively, the “Company Owned Real Property”), and (B) either the Company or a Subsidiary of the Company has a good and valid leasehold interest in each lease, sublease and other agreement and in each parcel of Company Leased Real Property, under (ii) any structure located on any Leased Real Property which encroaches on or with respect to over the boundaries of neighboring or adjacent properties or (iii) any structure of any other party which encroaches on or over the Company or boundaries of any of its Subsidiaries uses or occupies or has the right to use or occupy any real property (the “Company such Leased Real Property” and such leases. To the best of Company’s knowledge, subleases and other agreements are, collectively, none of the “Company Leased Real Property Leases”)is located in a flood plain, in each caseflood hazard area, free and clear wetland or lakeshore [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. erosion area within the meaning of all Liens, title defects or title exceptions other than any Permitted Tax Liens and Liens that are not material to Law. To the Company and its Subsidiaries, taken as a whole. Except as would not be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect, (1) each Company Real Property Lease is valid, binding and in full force and effect, subject to the limitation of such enforcement by the Bankruptcy and Equity Exception and (2) no uncured default on the part of the Company or, if applicable, its Subsidiary or, to the knowledge best of the Company’s knowledge, the landlord thereunderno public improvements have been commenced and none are planned which in either case may result in special assessments against or otherwise materially adversely affect any Leased Real Property. Company has no notice or knowledge of any (i) planned or proposed increase in assessed valuations of any Leased Real Property, exists under (ii) governmental agency or court order requiring repair, alteration, or correction of any Company existing condition affecting any Leased Real Property Leaseor the systems or improvements thereat, and no event has occurred (iii) condition or circumstance exists which, with defect which could give rise to an order of the giving of notice, the passage of timesort referred to in “(ii)” above, or both(iv) underground storage tanks, would constitute a or any structural, mechanical, or other defects of material breach or default under a Company significance affecting any Leased Real Property Lease. Section 3.1(q)(i) or the systems or improvements thereat (including, but not limited to, inadequacy for normal use of mechanical systems or disposal or water systems at or serving the Company Disclosure Letter contains a true and complete list as of the date hereof of all Company Owned Leased Real Property that is material to the Company and its Subsidiaries, taken as a whole, by property address, and each Company Real Property Lease that is material to the Company and its Subsidiaries, taken as a whole, by the property addressProperty).

Real Property. (i) Except Each parcel of real property owned by the Company is listed in Section 5.1(o)(i) of the Company Disclosure Schedule (the “Owned Real Property”). The Company and its Subsidiaries have good and marketable title to the Owned Real Property free and clear of any Liens other than Permitted Liens. All facilities located on the Owned Real Property are supplied with such utilities, and have access to and from publicly dedicated streets, as would are necessary for their use and operation by the Company as of the date hereof. To the Company’s Knowledge, all material buildings and other improvements located on, under, over or within the Owned Real Property (including elevators) are in good operating condition and repair and are structurally sound and free of any material defects. There are no pending condemnation, eminent domain, or similar proceedings or actions pending or, to the Company’s Knowledge, threatened with regard to the Owned Real Property. There are no violations or alleged violations of any Laws with respect to the Owned Real Property, including but not be reasonably likely limited to havezoning and the Americans with Disabilities Act matters that would, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, prevent or materially delay the Company’s ability to consummate the transactions contemplated by this Agreement or materially adversely affect the Company’s ability to perform its obligations under this Agreement. To the Company’s Knowledge, there are no material inquiries, complaints, proceedings or investigations (Aexcluding routine, periodic inspections) either the Company or a Subsidiary pending regarding compliance of the Company has goodOwned Real Property with any such Laws. There are no outstanding Contracts, defensibleoptions, marketable and insurable fee simple title or rights of first refusal granted to each real property owned by third parties to purchase the Company Owned Real Property or any Subsidiaryportion thereof or interest therein. To the Company’s Knowledge, or (such property collectively, the “Company there are no material existing zoning violations with respect to any Owned Real Property”), and (B) either the Company . There are no pending proceedings initiated by or a Subsidiary on behalf of the Company has a good and valid leasehold interest in each lease, sublease and other agreement and in each parcel of Company Leased Real Property, under or with respect to which the Company or any of its Subsidiaries uses to change or occupies redefine the zoning classification of all or has any portion of the right to use or occupy any real property (the “Company Leased Owned Real Property” and such leases, subleases and other agreements are, collectively, the “Company Real Property Leases”), in each case, free and clear of all Liens, title defects or title exceptions other than any Permitted Tax Liens and Liens that are not material to the Company and its Subsidiaries, taken as a whole. Except as would not be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect, (1) each Company Real Property Lease is valid, binding and in full force and effect, subject to the limitation of such enforcement by the Bankruptcy and Equity Exception and (2) no uncured default on the part of the Company or, if applicable, its Subsidiary or, to the knowledge of the Company, the landlord thereunder, exists under any Company Real Property Lease, and no event has occurred or circumstance exists which, with the giving of notice, the passage of time, or both, would constitute a material breach or default under a Company Real Property Lease. Section 3.1(q)(i) of the Company Disclosure Letter contains a true and complete list as of the date hereof of all Company Owned Real Property that is material to the Company and its Subsidiaries, taken as a whole, by property address, and each Company Real Property Lease that is material to the Company and its Subsidiaries, taken as a whole, by the property address.

Real Property. (i) Except as would The Company does not be reasonably likely own any real property. Schedule 2.16 sets forth a brief description of all real properties which are leased to have, individually or in the aggregate, a Company Material Adverse Effect, (A) either the Company or a Subsidiary of the Company has good, defensible, marketable and insurable fee simple title to each real property owned used by the Company or any Subsidiary, or (such property collectively, premises being referred to herein as the “Company Owned Real Property”), including all material structures located thereon (the “Structures”) and (B) either the Company or a Subsidiary of the Company has a good all related leases and valid leasehold interest in each lease, sublease and other agreement and in each parcel of Company Leased Real Property, under or with respect occupancy agreements to which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any real property is a party (the “Company Leased Real Property” and such leases, subleases and other agreements are, collectively, the “Company Real Property Leases”), in each case, free copies of which are attached hereto and clear included as part of all Liens, title defects or title exceptions other than any Permitted Tax Liens Schedule 2.16; and Liens that (a) the Leases are not material to the Company and its Subsidiaries, taken as a whole. Except as would not be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect, (1) each Company Real Property Lease is valid, binding and in full force and effect, subject and all amounts currently payable by the Company thereunder have been paid; (b) to each Seller’s and the Company’s knowledge, all uses of Property by the Company conform, in all material respects, to all applicable building, fire and zoning ordinances, laws, codes and regulations (including, without limitation, the Americans’ with Disabilities Act) and, to all terms of any applicable Leases; (c) except as otherwise described in Schedule 2.16, to each Seller’s and the Company’s knowledge all of the Property and Structures are in usable and operating condition without the necessity of any major repairs, and can currently be used for their intended purposes; (d) the Company has not received any notice of, and has no knowledge that, any Property or Structure is or will be affected by any special assessments, condemnation, eminent domain, off-site improvements to be constructed, change in grade of public streets or similar proceedings; (e) no person other than the Company is in possession of any of the Property; (f) there exists dedicated access to all of the Property and Structures sufficient for the Company’s present use; and (g) to each Seller’s and the Company’s knowledge, the heating, cooling, electrical, plumbing systems and machinery at all of the Property and Structures are in good working condition. Notwithstanding the preceding, Purchaser, by executing this Agreement understands and acknowledges that the Company is only one tenant in each of the Structures which are multi-tenant buildings occupied by other tenants, and consequently, neither the Company nor any of the Sellers has any material knowledge about the other parts of the Structures occupied by other tenants and neither the Company nor any of the Sellers receives any notices that are sent to the limitation owners of such enforcement by the Bankruptcy Structures and Equity Exception thus cannot make, and (2) no uncured default on do not make, any representations pertaining to the foregoing matters in so far as they relate to that part of the Company or, if applicable, its Subsidiary or, to the knowledge of the Company, the landlord thereunder, exists under any Company Real Property Lease, and no event has occurred or circumstance exists which, with the giving of notice, the passage of time, or both, would constitute a material breach or default under a Company Real Property Lease. Section 3.1(q)(i) of Structures not occupied by the Company Disclosure Letter contains a true and complete list as or the common areas of the date hereof of all Company Owned Real Property that is material to the Company and its Subsidiaries, taken as a whole, by property address, and each Company Real Property Lease that is material to the Company and its Subsidiaries, taken as a whole, by the property addresssuch Structures.

Real Property. (iSchedule 2.1(b) Except as would not be reasonably likely to have, individually or in the aggregate, sets forth a Company Material Adverse Effect, (A) either the Company or a Subsidiary list and -------------- description of the Company has good, defensible, marketable and insurable fee simple title to each real property owned by the Company or any Subsidiary, or (such property collectively, the “Company Owned Real Property”), and (B) either the Company or a Subsidiary of the Company has a good and valid leasehold interest in each lease, sublease and other agreement and in each parcel of Company all Leased Real Property, under and is true, complete and accurate in all respects. There is no Owned Real Property owned or used by Seller in connection with respect the Business. Seller is holding, or shall hold at Closing, the leasehold interests to which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any real property (the “Company all Leased Real Property” and such leases, subleases and other agreements are, collectively, the “Company including any Leased Real Property Leases”)hereafter acquired, in each casecase free and clear of any Liens, except for Permitted Liens. At the Closing, Seller shall have and shall transfer to Buyer its leasehold interests in and to all Leased Real Property, free and clear of any and all Liens (except for Permitted Liens, title defects or title exceptions other than any Permitted Tax Liens and Liens that ). There are not material pending or, to the Company best of Seller's knowledge, threatened, any condemnation actions or special assessments or any pending proceedings for changes in the zoning with respect to such Real Property or any part thereof and its SubsidiariesSeller has not received any notice of the desire of any public authority or other entity to take or use any Real Property or any part thereof. To Seller's knowledge, taken as a wholethere is no material defect in any of the structures on the Real Property which would interfere with the current use of such structures or Buyer's ability to utilize such structures in substantially the same manner in which they are currently used by Seller. Except as would not be reasonably likely Each parcel of Real Property has access to haveall public roads, utilities, and other services necessary for the operation of the relevant System with respect to such parcel and except for the absence of various easements, apartment access agreements and/or commercial service agreements permitting Seller to locate cable on real property owned by third parties which individually or in the aggregateaggregate does not and will not have a material adverse effect on any of the Assets, a Company Material Adverse Effectthe operation of any System or the financial condition or business of any System, (1) each Company Seller has complied with or otherwise resolved to the satisfaction of the relevant Government Authority, all notices or orders to correct violations of Legal Requirements issued by any Governmental Authority having jurisdiction against or affecting any of the Real Property. All leases and subleases pursuant to which any of the Real Property Lease is occupied or used are set forth on Schedule 2.1(b) and such leases and subleases are valid, subsisting, -------------- binding and enforceable in accordance with their respective terms and there are no existing defaults thereunder or events that with notice or lapse of time or both would constitute defaults thereunder. Seller has not nor, to the best of Seller's knowledge, has any other party to any contract, lease or sublease relating to any Leased Real Property given or received notice of termination, and, to the best of Seller's knowledge, subject to the receipt of any Required Consents, the consummation of the transactions contemplated by this Agreement will not result in any such termination. Subject to the receipt of Required Consents, Seller is not nor will it be, as a result of the transactions contemplated by this Agreement, with the giving of notice or the passage of time or both, in breach of any provision of any contract, lease or sublease relating to any Real Property. All easements, rights-of-way and other rights which are necessary for Seller's current use of any Real Property are valid and in full force and effect, subject and Seller has not received any notice with respect to the limitation termination or breach of any of such enforcement by the Bankruptcy and Equity Exception and (2) no uncured default on the part of the Company oreasements, if applicable, its Subsidiary or, to the knowledge of the Company, the landlord thereunder, exists under any Company Real Property Lease, and no event has occurred rights-of-way or circumstance exists which, with the giving of notice, the passage of time, or both, would constitute a material breach or default under a Company Real Property Lease. Section 3.1(q)(i) of the Company Disclosure Letter contains a true and complete list as of the date hereof of all Company Owned Real Property that is material to the Company and its Subsidiaries, taken as a whole, by property address, and each Company Real Property Lease that is material to the Company and its Subsidiaries, taken as a whole, by the property addressother similar rights.

Real Property. None of the MLIM Business Entities, or, in connection with the MLIM Business, MLIM Parent and the Controlled Affiliates of MLIM Parent owns any real property or any interest therein. Schedule 3.12 identifies (i) all material office locations in which any MLIM Business Entity is occupying space that is leased by MLIM Parent or an Affiliate of MLIM Parent, (ii) all of the material Leases to which any MLIM Business Entity is a party. Except as set forth in Schedule 3.12, such leased real property constitutes all material real property leased, subleased, licensed or otherwise used in the operation of the MLIM Business as presently conducted. True and correct copies of such real property Leases have been delivered or made available to BlackRock, together with any amendments, modifications or supplements thereto. There exists no material default or condition, or any state of facts or event which with the passage of time or giving of notice or both would not constitute a material default, in the performance of its obligations under any of such real property Leases by MLIM Parent or any of its Controlled Affiliates or, to the knowledge of MLIM Parent, by any other party to any of such Leases. Except as may be reasonably likely limited by bankruptcy, insolvency, reorganization and similar applicable Laws affecting creditors generally and by the availability of equitable remedies (a) each of the real property Leases are legal, valid and binding obligations of MLIM Parent or a MLIM Controlled Affiliate, as applicable, and, to havethe knowledge of MLIM Parent, each other party to such Leases and (b) each of the Leases is enforceable against MLIM Parent or its Controlled Affiliate, as applicable, and, to the knowledge of MLIM Parent, each other party to such Lease, except in each case for failures that, individually or in the aggregate, have not had and would not reasonably be expected to have or result in a Company MLIM Material Adverse Effect, (A) either the Company or a Subsidiary of the Company has good, defensible, marketable and insurable fee simple title to each real property owned by the Company or any Subsidiary, or (such property collectively, the “Company Owned Real Property”), and (B) either the Company or a Subsidiary of the Company has a good and valid leasehold interest in each lease, sublease and other agreement and in each parcel of Company Leased Real Property, under or with respect to which the Company or . Neither MLIM Parent nor any of its Subsidiaries uses Controlled Affiliates has received any written or occupies oral communication from the landlord or has the right to use or occupy lessor under any of such real property (the “Company Leased Real Property” and Leases claiming that it is in breach of its obligations under such leasesLeases, subleases and other agreements are, collectively, the “Company Real Property Leases”), in each case, free and clear of all Liens, title defects except for written or title exceptions other than any Permitted Tax Liens and Liens that are not material to the Company and its Subsidiaries, taken as a whole. Except as would not be reasonably likely to haveoral communications claiming breaches that, individually or in the aggregate, would not reasonably be expected to have or result in a Company MLIM Material Adverse Effect, (1) each Company Real Property Lease is valid, binding and in full force and effect, subject to the limitation of such enforcement by the Bankruptcy and Equity Exception and (2) no uncured default on the part of the Company or, if applicable, its Subsidiary or, to the knowledge of the Company, the landlord thereunder, exists under any Company Real Property Lease, and no event has occurred or circumstance exists which, with the giving of notice, the passage of time, or both, would constitute a material breach or default under a Company Real Property Lease. Section 3.1(q)(i) of the Company Disclosure Letter contains a true and complete list as of the date hereof of all Company Owned Real Property that is material to the Company and its Subsidiaries, taken as a whole, by property address, and each Company Real Property Lease that is material to the Company and its Subsidiaries, taken as a whole, by the property address.

Real Property. (i) The IPC Properties and the scope of the IPC Companies' rights in the IPC Properties are sufficient for the operation of the Business in the manner currently operated and in compliance in all material respects with all applicable Laws. No IPC Company owns, leases or uses in connection with the Business any real property other than the IPC Properties. Except as set forth on Schedule 3.16 or as would not be reasonably likely to have, individually or in the aggregate, aggregate reasonably be expected to result in a Company Material Adverse Effect, : (Ai) either the Company or a Subsidiary of the Company has IPC Companies have good, defensiblevalid, marketable and insurable fee simple title to each real property owned by the Company or any Subsidiary, or (such property collectively, the “Company IPC Owned Real Property”), a good, valid, marketable and (B) either the Company or a Subsidiary of the Company has a good and valid insurable leasehold interest in each lease, sublease and other agreement and in each parcel of Company the Leased Real Property, under and easements or with respect to which other similar rights in, and quiet enjoyment of, the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any real property (the “Company Leased IPC Other Real Property” and such leases, subleases and other agreements are, collectively, the “Company Real Property Leases”), in each case, case free and clear of all Liens, title defects or title exceptions any Liens other than Permitted Liens (and, in the case of the Leased Real Property, subject to (a) any Permitted Tax Liens assignment or transfer restrictions and Liens that are not other terms and conditions contained in any applicable lease, and (b) if applicable, the lack of recordation of such lease or a memorandum thereof in the applicable local real estate recording office); (ii) all improvements and occupancy, and the use of such improvements and occupancy of the IPC Properties, and all business operations thereon conform in all material respects with all applicable zoning, building, fire and safety Laws and, to the Company and its SubsidiariesKnowledge of Seller, taken as a whole. Except as would not be reasonably likely to have, individually or in none of the aggregate, a Company Material Adverse Effect, IPC Properties has received any currently effective notice of noncompliance with any Laws; (1iii) each Company Real Property Lease lease, sublease, easement, license or other agreement or instrument comprising any portion of the IPC Properties is valid, a valid and binding and agreement in full force and effect, subject to the limitation of such enforcement effect and Enforceable by the Bankruptcy and Equity Exception and (2) IPC Company which is a party thereto against the other parties thereto, no uncured material default on the part by any of the Company or, if applicable, its Subsidiary IPC Companies or, to the knowledge Knowledge of the CompanySeller, the landlord thereunder, by any other party exists under any provision thereof and no condition or event exists which after notice or lapse of time or both would constitute a material default thereunder by any of the IPC Companies or, to the Knowledge of Seller, any other party; (iv) there are, to the Knowledge of Seller, no disputes, oral agreements, or forbearance programs in effect with respect to any such lease, sublease, easement, license or other agreement or instrument; (v) no IPC Company Real nor any IPC Property Leaseis in material breach or default under, and or in violation of or noncompliance with, any Liens and, to the Knowledge of Seller, no event has occurred and no condition or circumstance state of facts exists which, with the passage of time or the giving of notice, the passage of time, notice or both, would constitute such a material breach breach, default, violation or default under a Company Real Property Lease. Section 3.1(q)(inoncompliance; (vi) none of the Company Disclosure Letter contains IPC Companies has received written notice and Seller have no Knowledge of (A) any default by a true and complete list as landlord or other Person under any fee mortgage or other Lien that is superior to any lease, sublease, easement or license comprising a portion of the date hereof IPC Properties or (B) any claim of paramount title by any third party claiming the right to terminate any lease, sublease, easement or license comprising a portion of the IPC Properties; (vii) the IPC Companies have legal and practical access to all Company Owned Real Property that is material roads and utilities needed for the conduct of their business on the IPC Properties in the manner presently conducted; (viii) none of the IPC Companies has received and, to the Company Knowledge of Seller, there do not exist any adverse claims to such access that would adversely affect the use currently being made of such access by the IPC Companies; (ix) there are no encroachments onto IPC Properties of any improvements on any adjoining property; (x) the IPC Properties are not located within any flood plain or subject to any similar type of restrictions for which any permit, license or additional insurance may be necessary for the use and its Subsidiaries, taken as a whole, by property address, operation thereof; and each Company Real Property Lease that is material (xi) there are no pending condemnation or similar proceedings relating to any of the IPC Properties. The transfer of the Generation Assets pursuant to the Company Asset Transfer Agreements (including for these purposes the Generation Agreement) were consummated in compliance in all material respects with all Laws, Permits and its Subsidiaries, taken as a whole, by the property addressany approvals of any Governmental Authority.

Real Property. (ia) Except as would not be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect, (A) either the Company or a Subsidiary The members of the Company has good, defensible, marketable and insurable Merger Partner Group hold valid fee simple title to each real property owned by the Company or any Subsidiary, or (such property collectively, the “Company Merger Partner Owned Real Property”), and (BProperty set forth in Section 3.9(a) either the Company or a Subsidiary of the Company has a good and valid leasehold interest in each lease, sublease and other agreement and in each parcel of Company Leased Real Property, under or with respect to which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any real property (the “Company Leased Real Property” and such leases, subleases and other agreements are, collectively, the “Company Real Property Leases”)Merger Partner Disclosure Letter, in each case, free and clear of all Liens, title defects or title exceptions Encumbrances other than Permitted Encumbrances. Neither the whole nor any Permitted Tax Liens and Liens that are not material part of the Merger Partner Owned Real Property is subject to any pending suit for condemnation or other taking by any Governmental Authority and, to the Company Knowledge of Merger Partner, no such condemnation or other taking is threatened or contemplated. To the Knowledge of Merger Partner, all improvements constituting part of the Merger Partner Owned Real Property (i) comply with valid and its Subsidiariescurrent certificates of occupancy or similar Permits to the extent required by applicable Laws for the use thereof, taken as a whole. Except (ii) are in good operating condition and repair (ordinary wear and tear excepted), (iii) are adequately served with all necessary utilities for the operation of the business of the Merger Partner Business in the ordinary course of business in all material respects, and (iv) have current uses and operations that do not violate in any material respect any Laws, covenants, conditions, restrictions, easements, licenses, permits, or agreements, except in the case of each of clauses (i) through (iv), as would not be reasonably likely to havenot, individually or in the aggregate, reasonably be expected to be material to the Merger Partner Business or the Merger Partner Group, taken as a Company Material Adverse Effectwhole. (b) The members of the Merger Partner Group have a valid leasehold interest (as lessee, sublessee, licensee or sublicensee) in all real property leased, licensed or otherwise used by the members of the Merger Partner Group (1collectively with all buildings, structures, fixtures and other improvements leased thereunder, the “Merger Partner Leased Real Property”). After giving effect to the Contemplated Transactions and in the event that all necessary consents (written or otherwise) are obtained from the relevant lessors, sublessors, or licensors of each Company lease or Contract relating to the Merger Partner Leased Real Property, each of the leases or other Contracts relating to the Merger Partner Leased Real Property Lease is validwill create (or will have created) as of the Closing (i) a valid and subsisting leasehold interest, or valid right to use, of one of the members of the Merger Partner Group; (ii) a valid and binding obligation of such member of the Merger Partner Group free of Encumbrances (other than Permitted Encumbrances); and (iii) enforceable by and against such member of the Merger Partner Group in full force and effectaccordance with its terms, subject except in the cases of clauses (i) through (iii), as would not, individually or in the aggregate, reasonably be expected to be material to the limitation of such enforcement by Merger Partner Business or the Bankruptcy and Equity Exception and (2) no uncured default on the part Merger Partner Group, taken as a whole. None of the Company ormembers of the Merger Partner Group, if applicable, its Subsidiary ornor, to the knowledge Knowledge of the CompanyMerger Partner, the landlord thereunderany other party to any such lease or other Contract (each, exists a “Merger Partner Real Property Lease”) is in breach or default under any Company such Merger Partner Real Property Lease, and no event has occurred or failed to occur or circumstance exists which, with the giving delivery of notice, the passage of time, time or both, would constitute such a material breach or default default, or permit the termination, modification or acceleration of rent under a Company such Merger Partner Real Property Lease. Section 3.1(q)(i) of , except as individually or in the Company Disclosure Letter contains a true and complete list as of the date hereof of all Company Owned Real Property that is aggregate, would not reasonably be expected to be material to the Company and its SubsidiariesMerger Partner Business or the Merger Partner Group, taken as a whole. Merger Partner has Made Available to Merger Partner complete and correct copies of (A) all leases, by property addresslicenses, and each Company Real Property Lease that is material to the Company and its Subsidiaries, taken as a whole, by the property address.subleases or other Contracts pursuant to

Real Property. The Company and the Company Subsidiaries have good and marketable (ior indefeasible, in jurisdictions where the term "marketable" is not customarily used in such a context) Except title in fee simple to the real property purported to be owned by them, and, upon the exercise of any options to acquire real property optioned by the Company or any Company Subsidiary, the Company or such Company Subsidiary will have good and marketable (or indefeasible, in jurisdictions where the term "marketable" is not customarily used in such a context) title in fee simple to such optioned property, in each case free and clear of all liens, charges and encumbrances, except liens for Taxes not yet due and payable and such liens or other encumbrances as would do not be or will not materially interfere with the present use or intended use by the Company and the Company Subsidiaries or materially affect the value of or the ability to market to customers the property affected thereby and that are not reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect. Except as set forth in Section 3.18 of the Company Disclosure Schedule, (A) either the Company and the Company Subsidiaries hold valid policies of title insurance issued by reputable title insurance companies on each parcel of real property owned by them in amounts equal to the purchase price paid by the Company or a such Company Subsidiary at the time of its acquisition thereof. Neither the Company nor any Company Subsidiary has goodgiven, defensiblenor have they received, marketable any notice or information indicating that the facts set forth in any surveys or title insurance policies are untrue or incorrect in any material respect nor has the Company or any Company Subsidiary received any notice that a breach or an event of default exists, and insurable fee simple title to each real property owned no condition or event has occurred that with the giving of notice, the lapse of time, or both would constitute a breach or event of default, by the Company or any Company Subsidiary, or (such property collectively, to the “Company Owned Real Property”), and (B) either the Company or a Subsidiary knowledge of the Company has a good and valid leasehold interest in each leaseCompany, sublease and any other agreement and in each parcel of Company Leased Real Property, under or person with respect to which any material contracts, covenants, conditions and restrictions, deeds, deeds of trust, rights-of-way, easements, mortgages and other documents granting to the Company or any of its Subsidiaries uses Company Subsidiary title to or occupies an interest in or has otherwise affecting the right to use or occupy any real property (the “Company Leased Real Property” and such leases, subleases and other agreements are, collectively, the “Company Real Property Leases”), in each case, free and clear of all Liens, title defects or title exceptions other than any Permitted Tax Liens and Liens that are not which is material to the operation of the business of the Company and its the Company Subsidiaries, taken as a whole. Except as would presently conducted or intended to be conducted, except for such breach or event of default that is not be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect, (1) each Company Real Property Lease is valid, binding and in full force and effect, subject to the limitation of such enforcement by the Bankruptcy and Equity Exception and (2) no uncured default on the part of the Company or, if applicable, its Subsidiary or, to . To the knowledge of the Company, no condemnation, eminent domain, or similar proceeding exists, is pending or threatened with respect to, or that could affect, any real property owned or leased by the landlord thereunder, exists under Company or any Company Real Property Lease, and no event has occurred or circumstance exists which, with the giving of notice, the passage of time, or both, would constitute a material breach or default under Subsidiary that is reasonably likely to have a Company Real Property LeaseMaterial Adverse Effect. Section 3.1(q)(i) No developer-related charges or assessments for off-site improvements payable to any public authority or any other person for public improvements are unpaid (other than those reflected on the Company Balance Sheet or incurred since the date of the Company Disclosure Letter contains a true and complete list as Balance Sheet in the ordinary course of the date hereof Company's business consistent with past practices), except for charges or assessments as are not reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect. To the knowledge of the Company, there is no material impediment to obtaining any permits or governmental approvals required to develop lots or construct homes on undeveloped real property held by the Company or a Company Subsidiary for such purpose (the "Company Development Properties"), except for such as is not reasonably likely to have a Company Material Adverse Effect. The Company Development Properties have access to public streets, and are serviced (or will be serviced in accordance with "will serve letters" issued by the appropriate utility provider), in all Company Owned Real Property material respects, by water, gas and electricity and other services that is material may be necessary to construct homes on such properties, and to the Company and its Subsidiaries, taken as a whole, by property address, and each Company Real Property Lease that is material to knowledge of the Company such utilities and its Subsidiaries, taken as a whole, other services are or will be adequate for the current and intended use of such property. All material leases pursuant to which the Company or any Company Subsidiary leases from others real or personal property are valid and in full force and effect and no default or event of default by the property addressCompany or the Company Subsidiaries has occurred thereunder, except where the lack of such validity and effectiveness or the existence of such defaults or event of defaults is not reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect.

Real Property. (ia) Except as would not be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect, (ASchedule 3.9(a) either the Company or a Subsidiary of the Company has good, defensible, marketable and insurable fee simple title to each lists all real property owned by the Company or any SubsidiaryTransferred Entities (the real property so listed, or (such property collectivelytogether with the Transferred Owned Real Property, the “Company Owned Real Property”). Except as set forth in Schedule 3.9(a), and (B) either the Company or a Subsidiary as of the Company has a good and valid leasehold interest in each leasedate of this Agreement, sublease and other agreement and in each parcel of Company Leased Real Property, under or with respect to which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any real property (the “Company Leased each Owned Real Property” and : (i) a Seller or Transferred Entity, as applicable, holds fee simple title or its equivalent to such leases, subleases and other agreements are, collectively, the “Company Owned Real Property Leases”), in each caseProperty, free and clear of all LiensEncumbrances, title defects or title exceptions except Permitted Encumbrances, (ii) other than the right of Purchaser pursuant to this Agreement, there are no outstanding options, rights of first offer or rights of first refusal to purchase such Owned Real Property or any Permitted Tax Liens and Liens that portion thereof or interest therein, (iii) neither Sellers nor the Transferred Entities are not material a party to any agreement or option to purchase any real property or interest therein, (iv) to the Company Knowledge of Sellers, there is no material violation of any Law (including, without limitation, any building, planning or zoning law) relating to the applicable Owned Real Property or the use, operation or maintenance of the applicable Owned Real Property for the purpose of carrying on the Business presently conducted and its Subsidiariesnone of the Owned Real Property, taken nor the use, operation or maintenance for the purpose of carrying on the Business as a whole. Except as would not be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effectpresently conducted encroaches on any property owned by any other Persons, (1v) each Company Real Property Lease is validthere are no condemnation proceedings, binding and in full force and effect, subject to the limitation expropriation proceedings or eminent domain proceedings of such enforcement by the Bankruptcy and Equity Exception and (2) no uncured default on the part of the Company or, if applicable, its Subsidiary any kind pending or, to the knowledge Knowledge of Sellers, threatened in writing against the Owned Real Property, (vi) no improvements on the Owned Real Property and none of the Companycurrent uses and conditions thereof violate in any material respect any deed restrictions or other covenants, restrictions, agreements, existing site plan approvals, zoning or subdivision regulations or urban redevelopment plans as modified by any duly issued variances and (vii) there are no written or, to the landlord thereunderKnowledge of Sellers, exists under any Company Real Property Leaseoral agreements, and no event has occurred contracts, leases, warranties or circumstance exists which, with other documents affecting the giving of notice, the passage of time, or both, would constitute a material breach or default under a Company Real Property Lease. Section 3.1(q)(i) of the Company Disclosure Letter contains a true and complete list as of the date hereof of all Company Owned Real Property that is material to will, from and after the Company and its SubsidiariesClosing, taken as a wholein any way be binding upon the Purchaser, by property address, and each Company the Transferred Entities or the Owned Real Property Lease and create any material monetary or other material obligations to be borne by the Sellers or the Purchaser which will result in any material Encumbrance or claim against the Sellers or the Purchaser or the Owned Real Property other than those entered into in the ordinary course of business for the operation and maintenance of the Owned Real Property. Except as set forth in Schedule 3.9(a), there is no real property owned by the Sellers and primarily used or held for use in the Business that is material to the Company and its Subsidiaries, taken as a whole, by the property addressnot Owned Real Property.

Real Property. (i) Except Schedule 8.16 contains a list of all Real Property owned or leased by any Loan Party as would not be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect, (A) either the Company or a Subsidiary of the Company Closing Date. Each Loan Party has good, defensible, (a) good and marketable and insurable fee simple title to or valid leasehold interests in all of its Real Property and (b) good and marketable title to all of its other property (including without limitation, all property in each real property owned by case as reflected in the Company or any Subsidiary, or (such property collectively, financial statements delivered to the “Company Owned Real Property”Administrative Agent hereunder), and in case of each (Ba) either the Company or a Subsidiary of the Company has a good and valid leasehold interest in each lease, sublease (b) subject to no Liens other than permitted Liens pursuant to Section 10.2. Each Loan Party and other agreement and in each parcel of Company Leased Real Property, under or with respect to which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any real property (the “Company Leased Real Property” enjoy peaceful and such leases, subleases and other agreements are, collectively, the “Company undisturbed possession of all its Real Property Leases”), in each case, free and clear of all Liens, title defects or title exceptions other than any Permitted Tax Liens and Liens that are not material to the Company and its Subsidiaries, taken as a whole. Except as would not be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect, (1) each Company Real Property Lease there is valid, binding and in full force and effect, subject to the limitation of such enforcement by the Bankruptcy and Equity Exception and (2) no uncured default on the part of the Company or, if applicable, its Subsidiary pending or, to the knowledge of the Companyany Responsible Officer of any Loan Party, the landlord thereunder, threatened condemnation proceeding relating to any such Real Property. No default exists under any Company leases evidencing any leasehold interests of the Loan Parties (the “Leases”) which could reasonably be expected to have a Material Adverse Effect. All of the Real Property Leaseowned, leased or used by each Loan Party or any of its Subsidiaries in the conduct of their respective businesses is (i) structurally sound with no known defects which could reasonably be expected to have a Material Adverse Effect, (ii) in good operating condition and repair, subject to ordinary wear and tear, (iii) not in need of maintenance or repair except for ordinary, routine maintenance and repair the cost of which is immaterial, (iv) sufficient for the operation of the businesses of each Loan Party and its Subsidiaries as currently conducted, and no event has occurred or circumstance exists which(v) in compliance with all applicable laws, with the giving of noticeordinances, the passage of timeorders, or bothregulations and other requirements (including applicable zoning, would constitute motor vehicle safety, occupational safety and health laws and regulations) relating thereto, except where any noncompliance could not reasonably be expected to have a material breach or default under a Company Real Property Lease. Section 3.1(q)(i) of the Company Disclosure Letter contains a true and complete list as of the date hereof of all Company Owned Real Property that is material to the Company and its Subsidiaries, taken as a whole, by property address, and each Company Real Property Lease that is material to the Company and its Subsidiaries, taken as a whole, by the property addressMaterial Adverse Effect.

Real Property. 5.11.1. SCHEDULE 5.11.1 contains a brief description of (ia) Except as would not be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect, (A) either the Company or a Subsidiary each parcel of the Company has good, defensible, marketable and insurable fee simple title to each real property owned by an Acquired Company (the Company or any Subsidiary, or (such property collectively, the “Company "Owned Real Property”)") (showing the record title holder, legal description and the street address commonly used when describing the Owned Real Property and such other information as is contained thereon) and (b) each option held by an Acquired Company to acquire any real property. Except as set forth in SCHEDULE 5.11.1, each Acquired Company has title in fee simple to all Owned Real Property held of record by such Acquired Company and to all buildings, structures and other improvements thereon, in each case free and clear of all Encumbrances, except for Permitted Encumbrances. Except as set forth on SCHEDULE 5.11.1, each Acquired Company has fulfilled and performed all its obligations in all material respects, and (B) either the Company or a Subsidiary of the Company has a good and valid leasehold interest in each lease, sublease and other agreement and in each parcel of Company Leased all obligations binding upon any Owned Real Property, under each of the Encumbrances to which any Owned Real Property is subject, and no Acquired Company is in breach or default under, or in violation of or noncompliance with, any such Encumbrances where such breach, default, violation or non-compliance would materially impair the marketability of or materially detract from the value of or materially impair the existing or substantially similar use of, the Owned Real Property affected thereby, and to the Knowledge of Seller, no event has occurred and no condition or state of facts exists which, with the passage of time or the giving of notice or both, would constitute such a breach, default, violation or noncompliance. Except as set forth on SCHEDULE 5.11.1, each Owned Real Property has received all material Governmental Authorizations required in connection with the operation thereof and has been operated and maintained in all material respects in accordance with all Legal Requirements and, to the Knowledge of Seller, all Zoning Legal Requirements. The consummation of the Contemplated Transactions will not result in any material breach or material violation of, material default under or noncompliance with, or any forfeiture or impairment of any material rights under, any Encumbrance to which any Owned Real Property is subject, or require any consent, approval or act of, or the making of any filing with, any Person party to or benefited by or possessing the power or authority to exercise rights or remedies under or with respect to which any such Encumbrance. To the Company or any Knowledge of its Subsidiaries uses or occupies or has Seller, all public utilities currently utilized at each Owned Real Property give adequate service to the right to use or occupy any real property (the “Company Leased Owned Real Property” and such leases, subleases and other agreements areand, collectivelyexcept as set forth in SCHEDULE 5.11.1, the “Company Owned Real Property Leases”)has unlimited access to and from publicly dedicated streets, in each case, free and clear the responsibility for maintenance of all Liens, title defects or title exceptions other than any Permitted Tax Liens and Liens that are not material to the Company and its Subsidiaries, taken as a whole. Except as would not be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect, (1) each Company Real Property Lease is valid, binding and in full force and effect, subject to the limitation of such enforcement which has been accepted by the Bankruptcy appropriate Governmental Body. Complete and Equity Exception and (2) no uncured default on the part correct copies of the Company or, if applicable, its Subsidiary orfollowing documents, to the knowledge extent in Seller's or any Acquired Company's possession, have heretofore been delivered by Seller to Buyer: deeds, instruments evidencing Encumbrances, commitments for the issuance of the Companytitle insurance, the landlord thereundertitle opinions, exists under any Company Real Property Leasesurveys, appraisals, and no event has occurred or circumstance exists which, with the giving policies of notice, the passage of time, or both, would constitute a material breach or default under a Company Real Property Lease. Section 3.1(q)(i) of the Company Disclosure Letter contains a true and complete list as of the date hereof of all Company Owned Real Property that is material to the Company and its Subsidiaries, taken as a whole, by property address, and each Company Real Property Lease that is material to the Company and its Subsidiaries, taken as a whole, by the property addresstitle insurance currently in force.

Real Property. (i) Except as would The Company does not be reasonably likely to havecurrently own, individually or and has never owned, any real property. Section 3.15 of the Disclosure Schedule sets forth a complete list of all real property in the aggregate, a Company Material Adverse Effect, (A) either which the Company currently has a leasehold or a Subsidiary of the Company has good, defensible, marketable and insurable fee simple title subleasehold interest or other right to each real property owned by the Company use or any Subsidiary, or occupy (such property collectively, the “Company Owned Leased Real Property”), including a true and correct listing of the addresses thereof and a description of each Contract relating to Leased Real Property (Beach a “Lease” and collectively, the “Leases”). With respect to each Lease, (a) either the Company or a Subsidiary of the Company has a good valid and valid enforceable leasehold or subleasehold interest in each lease, sublease and other agreement and in each parcel of Company Leased Real Property, under or with respect to which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any real property (the “Company Leased Real Property” and such leases, subleases and other agreements are, collectively, the “Company Real Property Leases”), in each case, free and clear of all Liens, title defects or title exceptions any material Encumbrances other than any Permitted Tax Liens and Liens that are not material to the Company and its Subsidiaries, taken as a whole. Except as would not be reasonably likely to have, individually or in the aggregate, a Company Material Adverse EffectEncumbrances, (1b) each Company Real Property such Lease is legal, valid, binding and enforceable against the Company and in full force and effecteffect and has not been modified except as provided therein, subject and the Company has the right of quiet enjoyment of all the Leased Real Property with respect to which it is a lessee for the limitation of such enforcement by the Bankruptcy and Equity Exception and (2) no uncured default on the part full term of the related Lease (and any renewal option related thereto) relating thereto, (c) the Company or, if applicable, its Subsidiary or, to the knowledge of the Company, the landlord thereunder, exists under any Company Real Property Lease, and no event has occurred or circumstance exists which, with the giving of notice, the passage of time, or both, would constitute a is not in material breach or default under a Company Real Property Lease. Section 3.1(q)(i) any of said Leases, and, to the Knowledge of Sellers, no event has occurred which, with notice or lapse of time or both (including the consummation of the Company Disclosure Letter contains a true and complete list Transactions), would constitute such breach or default or permit termination, modification or acceleration under such Lease, except to the extent as of the date hereof of all Company Owned Real Property that is would not be material to the Company and its Subsidiaries, taken as a whole, by property addressCompany, and each (d) true, complete and correct copies of all Leases have heretofore been delivered by the Company to Purchaser. The plants, facilities, buildings, structures, spur tracks, and other improvements located on the Leased Real Property Lease that is Property, including the roofs, plumbing, heating, ventilation, air conditioning, electrical, drainage, sewers, utility supply, road, and irrigation systems are in good working order, free of material defects, damage or casualty loss, and in compliance with applicable Law (including zoning Laws, building codes, set back requirements, and other local ordinances) , except to the extent as would not be material to the Company. Said improvements are (i) all of the improvements reasonably required to permit the Business to be conducted following the Closing in all material respects as it is currently being conducted, (ii) in materially safe condition suitable for use in the operation of the Business, and (iii) in all material respects adequate and sufficient for the purposes for which they have historically been used, are currently used, are intended to be used, or held for use in the Business. The Company is not obligated under any outstanding Contract to offer, purchase, acquire, lease, license, sell, assign or dispose of, or to grant or create any Encumbrance on or affecting any material portion of any of the Leased Real Property in favor of any third party. Except as set forth in Section 3.15 of the Disclosure Schedule, no Person other than the Company has any right to use, lease, sublease, license, possess and/or occupy any material portion of the Leased Real Property and there are no oral or written agreements between the Company and its Subsidiariesany other Person providing such Person the right to use, taken as a wholeoccupy or possess all or any material portion of any of the Leased Real Property. There are no eminent domain proceedings, special assessments, administrative actions, or other taking by any Governmental Authority of any kind pending or, to the property addressKnowledge of Sellers, threatened against the whole or any material part of any Leased Real Property, and to the Knowledge of Sellers, no condemnation, taking, Applicable Law (including but not limited to zoning changes) or other matter which may materially and adversely affect the current or planned use of the Leased Real Property is threatened or contemplated.

Real Property. (i) Except as would not be reasonably likely to have, individually or in the aggregate, Schedule 2.24(h)(i) sets forth an accurate and complete list and a Company Material Adverse Effect, (A) either the Company or a Subsidiary brief description of the Company has good, defensible, marketable and insurable fee simple title to each all real property owned by the Company or any Subsidiary, or (such property collectively, the “Company "Owned Real Property”)") indicating whether MP Owosso or MP Ohio is the sole owner thereof, and (B) either the Company or a Subsidiary of the Company has a good and valid leasehold interest in each lease, sublease and other agreement and in each parcel of Company Leased such Owned Real Property, under including the buildings and improvements thereon, is in good repair and operating condition, ordinary wear and tear excepted. The Company has free and complete access to and over public streets for ingress and egress to and from the Owned Real Property. Except for the Mortgage (as defined on Schedule 2.12(a), which Mortgage will be released on or with respect prior to which the Closing, the Company or any of its Subsidiaries uses or occupies or has has, and on the right Closing Date the Company will have good, marketable, insurable and indefeasible fee simple title to use or occupy any real property (the “Company Leased Owned Real Property” and such leases, subleases and other agreements are, collectively, the “Company Real Property Leases”), in each case, free and clear of all Liens, title defects conditions, exceptions or title reservations, except easements for utilities and for conditions, exceptions and reservations which do not adversely affect the Company's operations. There are no adverse rights of third parties or other parties in possession of all or any part of the Owned Real Property. Except for the option granted in Section 9.18 of this Agreement, no party has been granted any license, lease, option to purchase or other right relating to the use or possession of all or part of the Owned Real Property. The Company and Seller have not received notice of, and have no other Knowledge of information of, any pending or contemplated change in any regulation or prior restriction applicable to the Owned Real Property, of any pending or threatened judicial or administrative action, of any action pending or threatened by adjacent landowners or other persons, or any pending or contemplated condemnation or together governmental action, any of which could result any material change in the condition of all or a part of the Owned Real Property. All utilities that are required for the full and complete use of and operation of the Owned Real Property, including without limitation, electricity, natural gas, sanitary sewers, storm sewers and drainage, water, telephones and similar systems, are at the Owned Real Property and in operating condition and in a state of maintenance and repair appropriate for the use there of in the ordinary and usual course of business by the Company, all easements or license encumbering the Owned Real Property which will be required in connection with such utilities have been granted. The use made of the Owned Real Property and the Leased Real Property by the Company in the ordinary course of business (the "Use") is a use allowed by right, without the requirement of a variance under applicable zoning, building and fire laws and ordinances, and any other agreements affecting such properties, including without limitation any restrictive covenants (other than any Permitted Tax Liens that restrictive covenant referred to in Section 9.17 of this Agreement, and Liens that are not material all consents, licenses, permits, approval and certificates required for the Use have been issued to and paid for by the Company and its Subsidiaries, taken as a whole. Except as would not be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect, (1) each Company Real Property Lease is valid, binding and are in full force and effect, subject . There are no improvements that encroach on to the limitation of such enforcement by the Bankruptcy and Equity Exception and (2) no uncured default on the part of the Company or, if applicable, its Subsidiary or, to the knowledge of the Company, the landlord thereunder, exists under any Company Real Property Lease, and no event has occurred or circumstance exists which, with the giving of notice, the passage of time, or both, would constitute a material breach or default under a Company Real Property Lease. Section 3.1(q)(i) of the Company Disclosure Letter contains a true and complete list as of the date hereof of all Company Owned Real Property or that is material to protrude from the Company and its Subsidiaries, taken as a whole, by property address, and each Company Owned Real Property Lease that is material on to the Company and its Subsidiaries, taken as a whole, by the property addressadjacent property.

Real Property. (i) Except as would not be reasonably likely Title to have, individually or in the aggregate, a Company Material Adverse Effect, (A) either the Company or a Subsidiary of the Company has good, defensible, marketable and insurable fee simple title to each real property owned by the Company or any Subsidiaryand described on Schedule 3.8 and all of the buildings, or structures and other improvements located thereon (such property collectively, the “Company "Owned Real Property”"), are, and (B) either at Closing shall be, owned by the Company or a Subsidiary of the Company has a good and valid leasehold interest in each lease, sublease and other agreement and in each parcel of Company Leased Real Property, under or with respect to which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any real property (the “Company Leased Real Property” and such leases, subleases and other agreements are, collectively, the “Company Real Property Leases”), in each casefee simple absolute, free and clear of all Liensmaterial Liens affecting title to or possession of such Owned Real Property, including all material encroachments, boundary disputes, covenants, restrictions, easements, rights of way, mortgages, security interests, leases, encumbrances and title defects or title exceptions other than any objections, excepting only the Permitted Tax Liens and Liens such easements, restrictions and covenants set forth on Schedule 3.8 (in a manner so that are not material the Owned Real Property to which they relate is readily identifiable). The Owned Real Property set forth on Schedule 3.8 constitutes all of the real property owned by the Company and the Subsidiaries on the date hereof and as of the Closing Date. Schedule 3.8 contains a list of all real property leased by the Company or any Subsidiary (collectively, the "Leased Premises"). A complete and accurate copy of each lease, as amended to date (a "Lease") for each of the Leased Premises has been provided to Purchaser or its Subsidiaries, taken as a wholerepresentatives. Except as would not be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effectset forth on Schedule 3.8, (1i) each Company Real Property Lease is valid, valid and binding and in full force and effect, subject to upon the limitation of such enforcement by the Bankruptcy and Equity Exception and (2) no uncured default on the part of the Company or, if applicable, its Subsidiary orwhich is a party thereto and, to the knowledge of Company's Knowledge, enforceable against the lessor in accordance with the terms thereof, and (ii) the Subsidiary which is a party thereto has performed all material obligations required to be performed by it under each Lease prior to the date hereof and possesses and quietly enjoys the Leased Premises. Except as set forth on Schedule 3.8, neither the Company nor, to the Company's Knowledge, the landlord thereunder, exists or sublandlord under any Company Lease is in material default under any of the Real Property LeaseLeases, and no event has occurred circumstances or circumstance state of facts presently exists which, with the giving of notice, the notice or passage of time, or both, would constitute a material breach permit the landlord or default sublandlord under a Company any Lease to terminate such Lease. For purposes of the following representations, the Owned Real Property Lease. Section 3.1(q)(i) and the Leased Premises are collectively referred to as the "Real Property." Neither the Company nor Sellers have received any written notice from any Governmental Authority that the assessed value of the Real Property has been determined to be greater than that upon which county, township or school tax was paid for the 1996 tax year applicable to each such tax, or from any insurance carrier of the Company Disclosure Letter contains of fire hazards with respect to the Real Property. Neither the Company nor Sellers have received any written notice that any Governmental Authority having the power of eminent domain over the Real Property has commenced or intends to exercise the power of eminent domain or a true and complete list as similar power with respect to all or any part of the date hereof of all Company Owned Real Property. No assessment for public improvements has been made against the Real Property that is material to remains unpaid. No written, uncured notice from any county, township or other Governmental Authority has been received by the Company and its Subsidiariesor Sellers requiring any work, taken as a wholerepair, by property addressconstruction, and each Company alteration or installation on or in connection with the Real Property Lease that has not been complied with. The Real Property complies with all applicable zoning and other land use requirements. There are no restrictions on entrance to or exit from the Real Property to adjacent public streets and no conditions that will result in the termination of the present access from the Real Property to existing highways and roads. No part of the Real Property contains, is located within, or abuts any flood plain, navigable water, tideland, wetland, marshlands or any other area that is material subject to the Company and its Subsidiariesspecial state, taken as a wholefederal or municipal regulation, by the property addresscontrol or protection.

Real Property. (ia) Except as would not be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect, (A) either the Company or a Subsidiary of the Company has good, defensible, marketable and insurable fee simple title to each real property owned by the Company or any Subsidiary, or (such property collectively, the “Company Owned Real Property”), and (B) either the Company or a Subsidiary of the Company has a good and valid leasehold interest in each lease, sublease and other agreement and in each parcel of Company Leased Real Property, under or with respect to which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any real property (the “Company Leased Real Property” and such leases, subleases and other agreements are, collectively, the “Company Real Property Leases”), in each case, free and clear of all Liens, title defects or title exceptions other than any Permitted Tax Liens and Liens that are not material to the Company and its Subsidiaries, taken as a whole. Except as would not be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect, (1) each Company Real Property Lease is valid, binding and in full force and effect, subject to the limitation of such enforcement by the Bankruptcy and Equity Exception and (2) no uncured default on the part of the Company or, if applicable, its Subsidiary or, to the knowledge of the Company, the landlord thereunder, exists under any Company Real Property Lease, and no event has occurred or circumstance exists which, with the giving of notice, the passage of time, or both, would constitute a material breach or default under a Company Real Property Lease. Section 3.1(q)(i4.19(a) of the Company Seller Disclosure Letter contains a true an accurate and complete list as of the date hereof of all Company real property owned in whole or in part by the Companies or any of their respective Subsidiaries (collectively, the “Owned Real Property”), and, in each case, includes the street address (if applicable), the legal description (or outline on a sketch plan), the name of the record title holder thereof and a list of all Indebtedness secured by a Lien thereon. With respect to the Owned Real Property, the owner, indicated in Section 4.19(a) of the Seller Disclosure Letter, has good and valid title in fee simple to all the Owned Real Property that is material owned by it, free and clear of all Liens except for Permitted Liens. No Person has any option or right to the acquire or purchase any ownership interest in any Owned Real Property, including pursuant to executory contracts of sale or rights of first refusal. No Person other than a Company and or its Subsidiaries has any right to, nor does any Person other than such Company or its Subsidiaries, taken as a wholeoccupy, by property addresslease, sublease or possess any of the Owned Real Property. All of the buildings, structures and each Company appurtenances situated on the Owned Real Property Lease are in good operating condition (ordinary wear and tear excepted), are adequate and suitable in all material respects for the purposes for which they are presently being used and, with respect to each, its owner has adequate rights of ingress and egress for operation of the business of the Companies or their respective Subsidiaries in the ordinary course. None of such buildings, structures or appurtenances (or any equipment therein), nor the operation or maintenance thereof, violates any restrictive covenant or encroaches on any property owned by others in a manner that would have a Material Adverse Effect. No condemnation proceeding is material pending or, to the Company and its SubsidiariesKnowledge of Sellers, taken as a whole, by threatened which would preclude or impair the use of any such property addressfor the purposes for which it is currently used.

Real Property. (i) Except as would not be reasonably likely to haveSCHEDULE 3.16 hereto sets forth a true and complete list, individually or in with the aggregatelegal description thereof, a Company Material Adverse Effect, (A) either the Company or a Subsidiary of the Company has good, defensible, marketable and insurable fee simple title to each all real property owned or leased by the Company AMI, together with a brief description of all structures, fixtures or any Subsidiary, or improvements ("Improvements") thereon (such property collectively, the “Company Owned Real Property”), and (B) either the Company or a Subsidiary of the Company has a good and valid leasehold interest in each lease, sublease and other agreement and in each parcel of Company Leased Real Property, under or with respect to which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any real property (the “Company Leased Real Property” and such leases, subleases and other agreements areImprovements, collectively, the “Company "Real Property Leases”Property"). AMI owns good and marketable title to, in each caseor holds a valid leasehold interest in, all of the Real Property, free and clear of all Liens, mortgages, conditional sales agreements, restrictions, reservations, covenants, encumbrances, charges, restraints on transfer, or any other title defects or title exceptions defect of any nature, other than liens for real property taxes not yet due and other than those matters specifically disclosed on SCHEDULE 3.16 or any Permitted Tax Liens title insurance policies or commitments provided to Servico and Liens that are not material to the Company and its Subsidiarieslisted on SCHEDULE 3.16, taken as a whole. Except as would not be reasonably likely to havewhich matters, individually or in the aggregate, a Company Material Adverse Effect, (1) each Company do not materially adversely impair the marketability of the Real Property Lease as it is validnow used by AMI (the "Permitted Exceptions"). Except as disclosed on SCHEDULE 3.16, binding and all Improvements are in full force and effectgood structural condition, subject to free of any structural or other defect or impairment which impairs in any material respect the limitation value, utility, or life expectancy of such enforcement by Improvements, or which might otherwise adversely affect, in any material respect, the Bankruptcy and Equity Exception and (2) no uncured default operation thereof. Except as disclosed on the part SCHEDULE 3.16 or on any surveys delivered to Servico, none of the Company orImprovements encroach onto adjoining land or onto any easements and there is no encroachment of Improvements from adjoining land onto any of the Real Property. None of the Real Property is located in an area identified by any Governmental Entity as having special flood or mud slide hazards or wetlands. There are no soil or geological conditions which might impair or adversely affect in any material respect the current use of any of the Real Property. Except as set forth on SCHEDULE 3.16, if applicableneither the whole nor any portion of the Real Property is being condemned or otherwise taken by any public authority, its Subsidiary ornor is any such condemnation or taking, to the knowledge of Prime, threatened or contemplated. No portion of any of the CompanyReal Property is affected by any outstanding special assessments or impact fees imposed by any Governmental Entity. Except for any Permitted Exceptions, no commitments relating to the Real Property have been made to any Governmental Entity, utility company, school board, church or other religious body or any homeowner or homeowners association, merchant's association or any other organization, group or individual which would impose an obligation upon Prime, the landlord thereunderGeneral Partner or AMI or any of their successors or assigns to make any contribution or dedication of money or land or to construct, exists under install or maintain any Company improvements of a public or private nature on or off the Real Property; and no Governmental Entity has imposed any requirement that any owner of the Real Property Lease, and no event has occurred pay directly or circumstance exists which, indirectly any special fees or contributions or incur any expenses or obligations in connection with the giving Real Property. The parking facilities at each parcel of noticeReal Property are adequate to comply with all Laws and the conduct of business on the respective properties as presently conducted or proposed to be conducted. Neither Prime nor the General Partner has any information or knowledge of (a) any change contemplated in any Law, the passage of time(b) any judicial or administrative action, (c) any action by adjacent landowners, or both(d) any other fact or condition of any kind or character which could materially adversely affect the current use or operation of the Real Property. Neither the General Partner nor any of its affiliates owns or leases, would constitute a material breach directly or default under a Company indirectly, any property adjacent to the Real Property. Neither the air rights over the Real Property Lease. Section 3.1(q)(i) of nor any other "development rights" with respect to the Company Disclosure Letter contains a true and complete list as of the date hereof of all Company Owned Real Property that is material to the Company and its Subsidiarieshas been assigned, taken as a wholetransferred, by property address, and each Company Real Property Lease that is material to the Company and its Subsidiaries, taken as a whole, by the property addressleased or encumbered.

Real Property. Schedule 5.14 contains a complete and accurate list of all the real property leased and owned by the Xxxxxx Companies (the "Xxxxxx Real Property") and lists the leases relating to any Xxxxxx Real Property that is leased by the Xxxxxx Companies (the "Xxxxxx Leases"). The Xxxxxx Real Property and Xxxxxx Leases listed on Schedule 5.14 comprise all real property interests and leases and agreements related thereto used in the conduct of the Xxxxxx Business as now conducted. Except as set forth on Schedule 5.14: (i) Except as would not be reasonably likely to have, individually or all buildings and all fixtures used in the aggregate, a Company Material Adverse Effect, (A) either Xxxxxx Business are located on the Company or a Subsidiary of the Company has good, defensible, marketable and insurable fee simple title to each real property owned by the Company or any Subsidiary, or (such property collectively, the “Company Owned Real Property”), and (B) either the Company or a Subsidiary of the Company has a good and valid leasehold interest in each lease, sublease and other agreement and in each parcel of Company Leased Xxxxxx Real Property, under or with respect to which (ii) the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any real property (the “Company Leased Real Property” and such leases, subleases and other agreements are, collectively, the “Company Real Property Leases”), in each case, free and clear of all Liens, title defects or title exceptions other than any Permitted Tax Liens and Liens that Xxxxxx Leases are not material to the Company and its Subsidiaries, taken as a whole. Except as would not be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect, (1) each Company Real Property Lease is valid, binding and in full force and effecteffect and valid instruments enforceable against the Xxxxxx Company that is a party thereto, subject and to the limitation Knowledge of such enforcement Xxxxxx, the other party thereto, in each case in accordance with their respective terms, (iii) all rents, required deposits and additional rents due to date pursuant to each Xxxxxx Lease have been paid in full, (iv) there is no existing default by the Bankruptcy and Equity Exception and (2) no uncured default on the part of the Company orapplicable Xxxxxx Company, if applicable, its Subsidiary or, or to the knowledge Knowledge of the Company, the landlord thereunder, exists under any Company Real Property Lease, and no event has occurred or circumstance exists which, with the giving of notice, the passage of time, or both, would constitute a material breach or default under a Company Real Property Lease. Section 3.1(q)(i) of the Company Disclosure Letter contains a true and complete list as of the date hereof of all Company Owned Real Property that is material to the Company and its Subsidiaries, taken as a whole, by property address, and each Company Real Property Lease that is material to the Company and its Subsidiaries, taken as a wholeXxxxxx, by the property addresslessor of any such Xxxxxx Lease, (v) no Xxxxxx Company has received any written notice that it is in default under any of the Xxxxxx Leases, (vi) to the Knowledge of Xxxxxx, no party other than the Xxxxxx Companies and lessor have any interest in any of the Xxxxxx Real Property, and (vii) no consent is required to be obtained by any Xxxxxx Company pursuant to any Xxxxxx Lease in connection with the consummation of the transactions contemplated herein. Copies of all such Xxxxxx Leases, together with all amendments thereto, pertaining to the Xxxxxx Real Property have been delivered to Parent and no Xxxxxx Leases have been amended, modified or terminated. The Xxxxxx Companies have received no notice of, and have no actual knowledge of, any proposed assessments or any public improvements affecting the Xxxxxx Real Property which have been ordered to be made and/or which have not heretofore been completed, assessed and paid for. The Xxxxxx Companies have received no notice of, and have no actual knowledge of, any existing or threatened condemnation, eminent domain proceeding or any action of a similar kind or any change, redefinition or other modification of the zoning classification regarding the Xxxxxx Real Property.

Real Property. (a) ‎Section 3.12(a) of the Disclosure Schedule lists all Leased Real Property and Owned Real Property (collectively, the “Real Property”). The Real Property, together with easements appurtenant thereto, include all of the real property used or held for use in connection with or otherwise required to conduct the Business in substantially the manner it has been conducted prior to the Effective Date. (b) The Company is in possession of all Owned Real Property and have good and marketable indefeasible fee simple title to such Owned Real Property, free and clear of all Liens except for Permitted Liens. The Company has not leased, licensed or otherwise granted any Person the right to use or occupy any portion of the Owned Real Property (other than rights of parties under Permitted Liens), except as set forth in ‎Section 3.12(b) of the Disclosure Schedule. -18- NAI-1502820106v1 (c) Each Leased Real Property is used or occupied by the Company pursuant to a Real Property Lease Agreement. A true and correct copy of each Real Property Lease Agreement has been delivered or made available to Purchaser. To the Company’s Knowledge, (i) Except as each Real Property Lease Agreement is in full force and effect and is valid, binding and enforceable against the parties thereto in accordance with its terms, subject to the General Enforceability Exceptions, (ii) neither the Company, nor to the Company’s Knowledge, any other Person is in material breach, violation or default under any of the Real Property Lease Agreements, except where such breach, violation or default has not had and would not reasonably be reasonably likely expected to have, individually or in the aggregate, a Company Material Adverse Effect, (Aiii) either the Company or a Subsidiary of the Company has goodnot subleased, defensible, marketable and insurable fee simple title to each real property owned by the Company licensed or otherwise granted any Subsidiary, or (such property collectively, the “Company Owned Real Property”), and (B) either the Company or a Subsidiary of the Company has a good and valid leasehold interest in each lease, sublease and other agreement and in each parcel of Company Leased Real Property, under or with respect to which the Company or any of its Subsidiaries uses or occupies or has Person the right to use or occupy any real such property (the “Company Leased Real Property” and subject to such leases, subleases and other agreements are, collectively, the “Company Real Property Leases”)Lease Agreement or any portion thereof, (iv) no material security deposit or portion thereof deposited with respect to any Real Property Lease Agreement has been applied in each case, free and clear respect of all Liens, title defects a breach or title exceptions other than any Permitted Tax Liens and Liens default under such Lease that are has not material to the Company and its Subsidiaries, taken as a wholebeen redeposited in full. (d) Except as would not reasonably be reasonably likely expected to have, individually or in the aggregate, a Company Material Adverse Effect, (1) each the Company Real Property Lease is validhas not received any notice, binding and in full force and effect, subject with respect to the limitation of such enforcement by the Bankruptcy and Equity Exception and (2) no uncured default on the any part of the Company orOwned Real Property, if applicableof (i) any violation of any zoning, its Subsidiary or, subdivision or building Law applicable thereto or (ii) taking or intent to the knowledge take by eminent domain any part of the Company, the landlord thereunder, exists under any Company Real Property Lease, and no event has occurred or circumstance exists which, with the giving of notice, the passage of time, or both, would constitute a material breach or default under a Company Real Property Leasesuch property. Section 3.1(q)(i) of the Company Disclosure Letter contains a true and complete list as of the date hereof of all Company Owned Real Property that is material to the Company and its Subsidiaries, taken as a whole, by property address, and each Company Real Property Lease that is material to the Company and its Subsidiaries, taken as a whole, by the property address3.13.

Real Property. (ia) Except as would not be reasonably likely to haveEach material lease, individually sublease, license or in the aggregateother occupancy agreement (each, a Company Material Adverse Effect, (A“Lease”) either the Company or a Subsidiary pursuant to which any of the Company has goodBusiness Subsidiaries leases, defensiblesubleases, marketable and insurable fee simple title to each real property owned by the Company or any Subsidiary, or (such property collectively, the “Company Owned Real Property”), and (B) either the Company or a Subsidiary of the Company has a good and valid leasehold interest in each lease, sublease and other agreement and in each parcel of Company Leased Real Property, under or with respect to which the Company or any of its Subsidiaries uses licenses or occupies or has the right to use or occupy any real property (the “Company Leased Real Property” and such leases”) is legal, subleases and other agreements are, collectively, the “Company Real Property Leases”), in each case, free and clear of all Liens, title defects or title exceptions other than any Permitted Tax Liens and Liens that are not material to the Company and its Subsidiaries, taken as a whole. Except as would not be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect, (1) each Company Real Property Lease is valid, binding and in full force and effect, enforceable against the parties thereto (subject to the limitation Enforceability Limitations), and the applicable Business Subsidiary has or will have, following the Separation, good and valid leasehold title interest in each Leased Real Property pursuant to such Lease, free and clear of all Encumbrances other than Permitted Encumbrances. With respect to each Leased Real Property, (i) there are no material defaults by a Business Subsidiary and, to the Knowledge of Seller, there are no material defaults by any other party to such enforcement by the Bankruptcy and Equity Exception and Lease under such Lease, (2ii) no uncured default except as set forth on the part Section 3.14(a)(ii) of the Company orDisclosure Schedules, if applicablenone of the Business Subsidiaries have subleased, its Subsidiary licensed or otherwise granted anyone the right to use or occupy such Leased Real Property or any portion thereof or have collaterally assigned or granted any other security interest in any such leasehold estate or any interest therein, (iii) there is no condemnation or other proceeding in eminent domain pending, or, to the knowledge Knowledge of Seller, threatened, affecting any portion of such Leased Real Property, (iv) the Leased Real Property is adequate to permit the use thereof in the manner that it is currently utilized by the Business Subsidiaries and none of the Company, the landlord thereunder, exists Business Subsidiaries has received written notice of any default under any Company restrictive covenants or zoning regulations of any Governmental Authority affecting the Leased Real Property Leasethat remains uncured, and no event has occurred or circumstance exists which, with the giving of notice, the passage of time, or both, that would constitute such a material breach default, except, in each case, as would not, individually or default under in the aggregate, reasonably be expected to have a Company Business Material Adverse Effect, and (v) there are no outstanding options, rights of first offer, rights of first refusal or other purchase options with respect to any Leased Real Property Lease. Section 3.1(q)(i) of the Company Disclosure Letter contains a true and complete list as of the date hereof of all Company Owned Real Property that is material to the Company and its Subsidiaries, taken as a whole, by property address, and each Company Real Property Lease that is material to the Company and its Subsidiaries, taken as a whole, by the property addressor any portion thereof.

Real Property. (ia) SCHEDULE 5.8 lists all Real Property owned or leased by FirstBancorporation or any of the Subsidiaries as of the date hereof, separately listing that which is owned and that which is leased and whether it is owned or leased by FirstBancorporation or one of the Subsidiaries. Except as would not be reasonably likely indicated on SCHEDULE 5.8, with respect to have, individually all Real Property owned by FirstBancorporation or in the aggregate, a Company Material Adverse Effect, (A) either the Company or a Subsidiary any of the Company Subsidiaries, FirstBancorporation or the Subsidiary, as the case may be, has good, defensible, good and marketable and insurable fee simple title to each real property owned by the Company or any Subsidiary, or (such property collectively, the “Company Owned Real Property”), and (B) either the Company or a Subsidiary of the Company has a good and valid leasehold interest in each lease, sublease and other agreement and in each parcel of Company Leased Real Property, under or with respect to which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any real property (the “Company Leased Real Property” and such leases, subleases and other agreements are, collectively, the “Company Real Property Leases”), in each case, and owns the same free and clear of all Liens, title defects or title exceptions Liens (other than any Permitted Tax Liens and Liens that are not material to the Company and its Subsidiaries, taken as a wholeLiens). Except as would not be reasonably likely set forth on SCHEDULE 5.8, with respect to have, individually all Real Property leased by FirstBancorporation or any of the Subsidiaries: (i) each lease of Real Property is valid and enforceable in the aggregate, a Company Material Adverse Effectaccordance with its terms in all material respects, (1ii) there exists no material Default by FirstBancorporation or any of the Subsidiaries under such lease, and (iii) each Company such lease may be assigned to FNC and the FNC Subsidiaries, and the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby will not create a material Default thereunder. All improvements and fixtures in or on the Real Property Lease is validowned or leased by FirstBancorporation or any of the Subsidiaries are in good condition and repair, binding ordinary wear and in full force tear excepted, and effect, subject to the limitation Knowledge of such enforcement by FirstBancorporation, there does not exist any condition that interferes with FirstBancorporation's or the Bankruptcy and Equity Exception and (2) no uncured default on Subsidiaries', as the part of case may be, use or affects the Company or, if applicable, its Subsidiary or, to the knowledge of the Company, the landlord thereunder, exists under any Company Real Property Lease, and no event has occurred or circumstance exists which, with the giving of notice, the passage of time, or both, would constitute a material breach or default under a Company Real Property Lease. Section 3.1(q)(i) of the Company Disclosure Letter contains a true and complete list as of the date hereof of all Company Owned Real Property that is material to the Company and its Subsidiaries, taken as a whole, by property address, and each Company Real Property Lease that is material to the Company and its Subsidiaries, taken as a whole, by the property addresseconomic value thereof.

Real Property. (i) Except as would The Company does not be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect, (A) either the Company or a Subsidiary of the Company has good, defensible, marketable and insurable fee simple title to each own any real property owned by the Company used or any Subsidiaryheld for use in connection with its business. Attached hereto as Schedule 3.14 is a true, or correct and complete list of all leases, subleases, licenses and other agreements, including all amendments, modifications and waivers (such property collectively, the “Company Owned "Real Property”Property Leases"), and (B) either the Company or a Subsidiary of the Company has a good and valid leasehold interest in each lease, sublease and other agreement and in each parcel of Company Leased Real Property, under or with respect to which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy occupy, now or in the future, any real property used in its business (the “Company land, buildings and improvements covered by such Real Property Leases being referred to herein as the "Leased Real Property” "). Sellers have heretofore delivered or made available to Purchaser true and such leases, subleases and other agreements are, collectively, complete copies of all of the “Company Real Property Leases”), in each case, free and clear . Each of all Liens, title defects or title exceptions other than any Permitted Tax Liens and Liens that are not material to the Company and its Subsidiaries, taken as a whole. Except as would not be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect, (1) each Company Real Property Lease Leases is valid, binding and in full force and effect, subject all rents and other sums payable by the Company as tenant thereunder and due prior to the limitation of such enforcement by date hereof have been paid and the Bankruptcy and Equity Exception and (2) no Company is not in breach or default thereunder which would have a Material Adverse Effect. No termination event or condition or uncured default on the part of the Company or, if applicable, its Subsidiary or, to the knowledge of the Company, the landlord thereunder, exists under any Company Real Property Lease; and, and to Sellers' Knowledge, no event has occurred or circumstance and no condition exists which, with the giving of notice, notice or the passage lapse of time, time or both, would constitute such a material breach or default under which would have a Material Adverse Effect or termination event or condition. The Company has not received any written notice from its landlord or any third party relating to any Real Property LeaseLease or the Leased Real Property which is not disclosed on Schedule 3.14. Section 3.1(q)(i) All of the Company Disclosure Letter contains a true land, buildings, structures, plants, facilities and complete list as other improvements used in the manufacturing operations of the date hereof of all Company Owned Company's business are included in or on the Leased Real Property. Except as otherwise disclosed in Schedule 3.14, the Leased Real Property that is (including all electrical, mechanical and sewer installations) complies in all material to respects with applicable building, zoning and other similar laws, codes, ordinances, rules, regulations and orders of Governmental Authorities. Sellers and Xxxxxxxxx have no knowledge of any pending or anticipated change in any real property law which would have a Material Adverse Effect upon the use, occupancy or operation of the Leased Real Property or any part thereof. No dispute which would have a Material Adverse Effect currently exists between the Company and its Subsidiariesany applicable Governmental Authority with respect to the application of any real property law to the Leased Real Property. To Sellers' or Xxxxxxxxx'x Knowledge, taken as a whole, by property address, and each Company no portion of the Leased Real Property Lease that has suffered any material damage by fire or other casualty which has not been heretofore completely repaired and restored to its original condition. No portion of the Leased Real Property is material located in a special flood hazard area as designated by federal Governmental Authorities. The Leased Real Property is supplied with utilities which are adequate to operate the Company and its Subsidiaries, taken Company's business as a whole, by the property addresscurrently conducted.

Real Property. (i) Except as would not be reasonably likely to have, individually or in Schedule 3.24A sets forth the aggregate, a Company Material Adverse Effect, (A) either the Company or a Subsidiary street ------------- -------------- address of the Company has good, defensible, marketable and insurable fee simple title to each parcel of real property owned by the Company or any Subsidiary, or (such property collectively, the “Company Owned Real Property”)Seller. The Seller owns, and (B) either on the Company or a Subsidiary of the Company has a Closing Date will own, good and valid leasehold interest in each lease, sublease and other agreement and in each parcel of Company Leased Real Property, under or with respect marketable title to which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any real property (the “Company Leased Real Property” and such leases, subleases and other agreements are, collectively, the “Company Real Property Leases”), in each caseset forth on Schedule 3.24A, free and clear of Liens of any kind (the "Owned -------------- Property"). The Seller does not hold, nor is it a party to any option, right of first refusal or other contractual right to purchase, acquire, sell or dispose of any interest in real property set forth on Schedule 3.24A. Schedule 3.24B -------------- -------------- sets forth the street address of each parcel of real property leased by the Seller (the "Leased Property"). The Seller has previously delivered to Purchaser a true and complete copy of all Lienslease agreements, title defects or title exceptions other than any Permitted Tax Liens and Liens that are not material as amended to date (the "Leases") relating to the Company Leased Property. The Seller enjoys peaceful and its Subsidiaries, taken as undisturbed possession of the Leased Property. All improvements located on the Leased Property are in a wholestate of good maintenance and repair and in a condition adequate and suitable for the effective conduct therein of the business conducted and proposed to be conducted by the Seller. Except as would not be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect, (1) each Company Real Property Lease is The Leases are valid, binding and in full force and effect, subject to all rent and other sums and charges payable thereunder are current, no notice of default or termination under any of the limitation of such enforcement by the Bankruptcy and Equity Exception and (2) Leases is outstanding, no termination event or condition or uncured default on the part of the Company or, if applicable, its Subsidiary Seller or, to the knowledge best of the CompanySeller's knowledge, on the landlord part of the landlord, thereunder, exists under any Company Real Property Leasethe Leases, and no event has occurred or circumstance and no condition exists which, with the giving of notice, notice or the passage lapse of time, time or both, would constitute such a material breach default or default under a Company Real Property Leasetermination event or condition. Section 3.1(q)(i) There are no subleases, licenses or other agreements granting to any person any right to the possession, use, occupancy or enjoyment of the Company Disclosure Letter contains a true premises demised by the Leases or the Owned Property or any portion thereof (the Owned Property and complete list the Leased Property being collectively referred to herein as the "Premises"). All of the date hereof Premises are used and useful in the conduct of all Company Owned Real Property that the Seller's business. To the best of the Seller's knowledge, there are no liabilities associated with any of the Leases including, without limitation, any liability under any Environmental Law (as defined herein) or regulation, which is material to the Company and its Subsidiaries, taken as a whole, or which may become payable by property address, and each Company Real Property Lease that is material to the Company and its Subsidiaries, taken as a whole, by the property addressPurchaser.

Real Property. (i) Except as would not be reasonably likely set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company and its Subsidiaries have good and marketable title in fee simple to, or have valid rights to havelease or otherwise use, individually all items of real or personal property which are material to the business of the Company and its Subsidiaries taken as a whole, in each case free and clear of all liens, encumbrances, security interests, claims and defects that do not, singly or in the aggregate, a Company Material Adverse Effect, (A) either materially affect the Company or a Subsidiary value of such property and do not interfere with the Company has good, defensible, marketable use made and insurable fee simple title proposed to each real be made of such property owned by the Company or any Subsidiary, or (such property collectively, its Subsidiaries; and all of the “Company Owned Real Property”), leases and (B) either subleases material to the Company or a Subsidiary business of the Company has a good and valid leasehold interest in each leaseits subsidiaries, sublease considered as one enterprise, and other agreement and in each parcel of Company Leased Real Property, under or with respect to which the Company or any of its Subsidiaries uses or occupies or has holds properties described in the right to use or occupy any real property (the “Company Leased Real Property” and such leases, subleases and other agreements are, collectivelyRegistration Statement, the Pricing Disclosure Package and the Prospectus, are in full force and effect, and neither the Company nor any Subsidiary has received any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any Subsidiaries under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease. For purposes of this Section 2.37, “good and marketable title” shall include title that is free from reasonable doubt that a prudent person engaged in the business of purchasing and owning, developing and operating producing or non-producing oil and gas properties in the geographical areas in which they are located, with knowledge of all of the facts and their legal bearing, would be willing to accept, acting reasonably. To the knowledge of the Company, there is no default under any oil and gas lease by the Company Real Property Leases”)or the Subsidiary or any other party thereto, and no event has occurred that with the lapse of time or the giving of notice or both would constitute a default thereunder by the Company or the Subsidiaries or any other party thereto, in each case, free and clear of all Liens, title defects or title exceptions other than any Permitted Tax Liens and Liens that are not material to the Company and its Subsidiaries, taken as a whole. Except case except as would not reasonably be reasonably likely to haveexpected, individually or in the aggregate, to result in a Company Material Adverse Effect, (1) each Company Real Property Lease is valid, binding and in full force and effect, subject to the limitation of such enforcement by the Bankruptcy and Equity Exception and (2) no uncured default on the part of the Company or, if applicable, its Subsidiary or, to the knowledge of the Company, the landlord thereunder, exists under any Company Real Property Lease, and no event has occurred or circumstance exists which, with the giving of notice, the passage of time, or both, would constitute a material breach or default under a Company Real Property Lease. Section 3.1(q)(i) of the Company Disclosure Letter contains a true and complete list as of the date hereof of all Company Owned Real Property that is material to the Company and its Subsidiaries, taken as a whole, by property address, and each Company Real Property Lease that is material to the Company and its Subsidiaries, taken as a whole, by the property addressChange.

Real Property. (ia) Except as would not be reasonably likely to have, individually or in the aggregate, Schedule 4.11 attached hereto contains a Company Material Adverse Effect, (A) either the Company or a Subsidiary complete list of the Company has good, defensible, marketable and insurable fee simple title to each all real property owned leased or subleased by the Company or any Subsidiary, or (such property individually "Leased Real Property" and collectively, the “Company Owned Real Property”"Leased Realty"), and (B) either the Company or a Subsidiary of the . The Company has a good and valid leasehold interest in each lease, sublease and other agreement and in each parcel of Company Leased Real Property, under or with respect subject only to which Permitted Liens. The Company has previously delivered to Buyer correct and complete copies of each of the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any real property leases (the “Company Leased Real Property” and such leasesincluding all amendments, subleases extensions, renewals, guaranties and other agreements are, collectively, with respect thereto) for the “Company Real Property Leased Realty (the "Realty Leases”"), in . With respect to each case, free and clear of all Liens, title defects or title exceptions other than any Permitted Tax Liens and Liens that are not material to Realty Lease: (i) the Company and its Subsidiaries, taken as a whole. Except as would not be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect, (1) each Company Real Property Realty Lease is legal, valid, binding binding, enforceable and in full force and effecteffect (except as such enforceability may be limited by (A) bankruptcy, subject insolvency, reorganization, moratorium or other similar Laws affecting or relating to the limitation of such enforcement by the Bankruptcy and Equity Exception creditors rights generally and (2B) no uncured default on the part general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity); (ii) neither the Company or, if applicable, its Subsidiary ornor, to the knowledge of Company's Knowledge, any other party to the Company, the landlord thereunder, exists under any Company Real Property LeaseRealty Lease is in material breach or default, and no event has occurred or circumstance exists which, with the giving notice or lapse of notice, the passage of time, time or both, would constitute such a material breach or default or permit termination, modification or acceleration under a the Realty Lease; (iii) the Realty Lease has not been modified, except to the extent that such modifications are disclosed by the documents delivered to Buyer; (iv) the Company Real Property has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the Realty Lease. Section 3.1(q)(i; and (v) the terms and conditions of the Company Disclosure Letter contains Realty Lease will not be affected by, nor will the Realty Lease be in default as a true and complete list as result of, the completion of the date hereof of all Company Owned Real Property that is material to the Company and its Subsidiaries, taken as a whole, transactions contemplated by property address, and each Company Real Property Lease that is material to the Company and its Subsidiaries, taken as a whole, by the property addressthis Agreement.

Real Property. As of the Closing Date, Schedule 5.5 annexed hereto contains a true, accurate and complete list of (i) Except as would not be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect, (A) either each Property of the Company or a Subsidiary any other Loan Party and (ii) all material leases, subleases or assignments of the Company has goodleases (together with all amendments, defensiblemodifications, marketable and insurable fee simple title to each supplements, renewals or extensions of any thereof) affecting real property owned estate or real properties owned, leased, used or operated by the Company or any Subsidiary, or other Loan Party (such property collectively, the “Company Owned Real Property”), exclusive of any retail and (Brestaurant leases) either regardless of whether the Company or a Subsidiary of such Loan Party is the Company has a good and valid leasehold interest landlord or tenant (whether directly or as an assignee or successor in each interest) under such lease, sublease or assignment. As of the Closing Date, each agreement listed in clause (ii) of the immediately preceding sentence is in full force and other effect and the Company and the Borrower do not have knowledge of any material default that has occurred and is continuing thereunder, and each such agreement constitutes the legally valid and binding obligation of the applicable Loan Party, enforceable against such Loan Party in each parcel accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable principles except to the extent that the failure of Company Leased Real such agreement to be in full force and effect could not reasonably be expected to have a Material Adverse Effect. Each Property, under the material Easements thereto and the current use thereof comply in all material respects with all applicable Legal Requirements and with all Insurance Requirements. No taking or voluntary conveyance of all or part of any Property, or any interest therein or right accruing thereto or use thereof, as the result of, or in settlement of, any condemnation or other eminent domain proceeding by any Governmental Instrumentality affecting any Project (other than a Secondary Project that has not yet become an Active Project) has been commenced or, to the Company’s or Borrower’s knowledge, is contemplated with respect to which the Company all or any portion of its Subsidiaries uses any Property or occupies Easement or has for the right to use or occupy any real property (the “Company Leased Real Property” and such leases, subleases and other agreements are, collectively, the “Company Real Property Leases”)relocation of roadways providing access thereto except, in each case, free and clear of all Liensas could not, title defects individually or title exceptions other than any Permitted Tax Liens and Liens that are not material collectively, reasonably be expected to have a Material Adverse Effect. Except as disclosed in writing by the Company and its Subsidiaries, taken as a whole. Except as would not be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect, (1) each Company Real Property Lease is valid, binding and in full force and effect, subject Borrower to the limitation of such enforcement by the Bankruptcy and Equity Exception and (2) Administrative Agent from time to time, there are no uncured default on the part of the Company orcurrent, if applicable, its Subsidiary pending or, to the knowledge of the CompanyCompany or the Borrower, proposed special or other assessments for public improvements or otherwise affecting any Property or Easement, nor are there any contemplated improvements thereto that may result in such special or other assessments, in any case that could reasonably be expected to result in a Material Adverse Effect. There are no outstanding options to purchase or rights of first refusal or restrictions on transferability affecting any Property or the landlord thereundermaterial Easements (other than those set forth in any relevant Land Concession Contract or arising by mandatory operation of law). Except as could not, exists under individually or collectively, reasonably be expected to have a Material Adverse Effect, no building or structure relating to or comprising a portion of any Company Real Property Lease, and no event has occurred Project or circumstance exists which, with the giving of notice, the passage of timeany appurtenance thereto or equipment thereon, or boththe use, would constitute a material breach operation or default under a Company Real Property Leasemaintenance thereof, violates any restrictive covenant or encroaches on any easement or on any property owned by others. Section 3.1(q)(i) of the Company Disclosure Letter contains a true and complete list as of the date hereof of all Company Owned Real Property that is material to the Company and its Subsidiaries, taken as a whole, by property address, and each Company Real Property Lease that is material to the Company and its Subsidiaries, taken as a whole, by the property address.121

Real Property. (a) Schedule 5.4(a) sets forth a true and complete list of the Owned Real Property. At the Closing and after the entry of the Approval Order and Designated Contracts Order, the Owned Real Property shall be conveyed to Purchaser free and clear of all Liens other than (i) Except as Liens set forth in Schedule 5.4(a)(A), (ii) Liens for Taxes not yet due and payable, subject to proration through the Closing Date, (iii) matters of record and imperfections of title, easements and encumbrances, in each case, that would not be reasonably likely to havenot, individually or in the aggregate, as of the Closing Date, have a Company Material Adverse Effect, and (Aiv) either the Company or Permitted Liens. (b) Schedule 5.4(b) sets forth a Subsidiary true and complete list of the Company Leased Real Property. True and complete copies of the written leases affecting the Leased Real Property which are in effect as of the date hereof have heretofore been delivered or made available by Sellers to Purchaser. Except for those Real Property Leases that have expired pursuant to their terms or which Purchaser has goodnot requested Sellers to assume in the Chapter 11 Cases, defensiblesubject to any condemnation or casualty and such limitations arising under the Chapter 11 Cases: (i) all of the Real Property Leases are currently and shall be as of Closing, marketable valid, binding leases, in full force and insurable fee simple title to each real property owned effect and enforceable by the Company applicable Seller or any SubsidiaryDesignated Entity in accordance with their respective terms, except (x) as the same may be limited by applicable bankruptcy, insolvency, moratorium, fraudulent conveyance, reorganization or (such property collectively, the “Company Owned Real Property”)similar Laws of general application relating to or affecting creditor’s rights, and (By) either for the Company limitations imposed by general principles of equity; (ii) to Sellers’ Knowledge, the applicable Seller or a Subsidiary Designated Entity has the full right to occupy the real property leased under such real property leases; (iii) none of the Company Real Property Leases has a good been modified, altered, or amended in any respect, and valid leasehold interest in each lease, sublease and other agreement and in each parcel of Company Leased Real Property, under or with respect to which the Company or any of its Subsidiaries uses or occupies or no counterparty has the right to use cancel or occupy any real property (the “Company Leased Real Property” and such leases, subleases and other agreements are, collectively, the “Company Real Property Leases”), in each case, free and clear of all Liens, title defects or title exceptions other than any Permitted Tax Liens and Liens that are not material terminate its lease due to the Company and its Subsidiaries, taken as a whole. Except as would not be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect, (1) each Company Real Property Lease is valid, binding and in full force and effect, subject to the limitation of such enforcement by the Bankruptcy and Equity Exception and (2) no uncured default on the part of the Company or, if applicable, its Subsidiary or, to the knowledge any Seller; and (iv) such Real Property Leases have not been assumed or rejected (as such terms are used in Section 365 of the CompanyBankruptcy Code) except as required under this Agreement. (c) To Sellers’ Knowledge, all of the landlord thereunder, exists under any Company Owned Real Property Leaseis structurally sound and in good condition, ordinary wear and tear excepted, and no event has occurred is reasonably sufficient to satisfy the current operational requirements of Sellers. None of the Owned Real Property, nor the ownership, possession, occupancy, maintenance or circumstance exists whichuse thereof, with the giving of notice, the passage of timeis materially in violation of, or both, would constitute a material breach or default under a Company under, any Contract or Law. No notice or threat from any lessor, governmental body or other Person has been received by any Seller or served upon any such Owned Real Property Leaseclaiming any material violation of, or breach, default or liability under, any Contract or Law, or requiring or calling attention to the need for any material work, repairs, construction, alteration, installations or environmental remediation. Section 3.1(q)(i) No accident has occurred with respect to any of the Company Disclosure Letter contains Owned Real Property within the last six (6) months which does or would reasonably be expected to constitute a true Material Adverse Effect on the use or operation of the Owned Real Property. No proceedings are pending or to Sellers’ Knowledge threatened which would affect the current zoning or use of any of the Owned Real Property. (d) The applicable Seller or Designated Entity is the sole occupant of the Owned Real Property with the exception of employees of Savvis who occupy material portions of the buildings located at 000 Xxxxxx Xxxxxxx and complete list 000 Xxxxxx Xxxxxxx in Creve Coeur, Missouri. No Person other than Savvis has any right or option to acquire the Owned Real Property or any portion thereof or lease or occupy any space in the Owned Real Property, except as specified in Schedule 5.4(d). 17 (e) The applicable Seller or Designated Entity is the sole occupant of the Leased Real Property with the exception of employees of Savvis who occupy portions of the Leased Real Property located in Atlanta, Georgia, Chicago (10 X. XxXxxxx), Illinois, Los Angeles (333 S. Grand), California, Miami, Florida, San Francisco (44 Xxxxxxxxxx), California, Palo Alto, California, and New York (3 World Financial Center), New York pursuant to an oral arrangement. No Person has any right or option to acquire the Leased Real Property or any portion thereof and no person other than Savvis has the right to lease or occupy any space in the Leased Real Property, except as specified in Schedule 5.4(d). (f) No applicable Seller or Designated Entity is currently contesting the real estate tax assessments for the Owned Real Property. With the exception of 000 Xxxxxx Xxxxxxx and 000 Xxxxxx Xxxxxxx, which are assessed as a single parcel, the Owned Real Property is separately assessed for real property tax assessment purposes and is not combined with any other real property for tax assessment purposes. (g) The Owned Real Property is presently zoned for its current uses, and, to Sellers’ Knowledge, the improvements thereon comply with the particular zoning classification and zoning requirements. To Sellers’ Knowledge, there is no fact, action or proceeding, whether actual, pending or threatened against any Seller, which would affect such zoning or could result in an adverse modification or termination of such zoning. (h) To Sellers’ Knowledge, the Owned Real Property and the present uses are in material compliance with the requirements of any insurance policy, board of fire underwriters or any board exercising similar functions, and all licenses and permits are in full force and effect and are registered in the name of the applicable Seller or the applicable Designated Entity. (i) There are no offsite parking facilities used in connection with the operation of this Owned Real Property. (j) There are no real property interests (whether fee or leasehold interests), buildings, structures or other improvements that are used by Sellers to conduct the Acquired Business that are not included in the Owned Real Property or Leased Real Property, other than leases that have been rejected prior to the date hereof of all Company Owned Real Property that is material to or after the Company and its Subsidiaries, taken as a whole, by property address, and each Company Real Property Lease that is material to date hereof in accordance with the Company and its Subsidiaries, taken as a whole, by the property address.terms hereof. 5.5

Real Property. Schedule 3.16.1 sets forth the address of, and a list of all leases, subleases, or other agreements (i“Leases”) Except as would not be reasonably likely to havefor the use or occupancy of any real property used by any Seller or Subsidiary in connection with the ER Business (collectively, individually or in the aggregate, a Company Material Adverse Effect, (A) either “Leased Real Property”). Schedule 3.16.1 also sets forth the Company or a Subsidiary address of each of the Company has goodCharlotte Parcels, defensiblethe Xxxxxxx Parcel, marketable and insurable fee simple title to each parcel of real property owned by the Company or any Subsidiary, or Subsidiary (such property collectively, the “Company Owned Real Property” and, together with the Leased Real Property, the “Real Property”). Sellers have delivered to Buyer a true and complete copy of each Lease and all amendments, extensions, renewals and (B) either the Company or a Subsidiary of the Company has a good and valid leasehold interest in each leaseguaranties with respect thereto. Except as set forth on Schedule 3.16.1, sublease and other agreement and in each parcel of Company Leased Real Property, under or with respect to which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any real property such Lease: (the “Company Leased Real Property” and such leases, subleases and other agreements are, collectively, the “Company Real Property Leases”), in each case, free and clear of all Liens, title defects or title exceptions other than any Permitted Tax Liens and Liens that are not material to the Company and its Subsidiaries, taken as a whole. Except as would not be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect, (1a) each Company Real Property Lease is legal, valid, binding binding, enforceable, and in full force and effect, subject to ; (b) the limitation consummation of such enforcement the transactions contemplated by the Bankruptcy and Equity Exception and this Agreement will not result in a termination of or a breach of or default under any Lease; (2c) no uncured Company Party that is party thereto nor to Sellers’ Knowledge, any third party to any Lease, is in breach or default on the part of the Company or, if applicable, its Subsidiary or, to the knowledge of the Company, the landlord thereunder, exists under any Company Real Property such Lease, and to Sellers’ Knowledge, no event has occurred or circumstance exists which, with the giving delivery of notice, the passage of time, or both, would constitute such a material breach or default or permit the termination, modification, or acceleration of rent under such Lease; (d) the transactions set forth in this Agreement do not require the consent of any other party to such Leases, or such consent has been obtained; (e) no security deposit or portion thereof deposited with respect to any such Leases has been applied in respect of a breach or default under a Company Real Property Lease. Section 3.1(q)(isuch Leases; and (f) of the Company Disclosure Letter contains a true Parties have not collaterally assigned or granted any other security interest in such Leases or any interest therein other than as set forth in Schedule 3.16.1, and complete list (g) as of the date hereof Closing Date, the Company Parties do not owe any unpaid expenses for which the Company Parties may be liable to any landlord or brokerage commissions or finder’s fees with respect to such Leases. Other than disclosed in Schedule 3.16.1, each applicable Seller or Subsidiary owns good and marketable title to each parcel of all Company Owned Real Property, free and clear of Liens other than Permitted Liens. There are no pending or, to Sellers’ Knowledge, threatened condemnation proceedings relating to any of the Owned Real Property. With respect to all of the Real Property, except as set forth on Schedule 3.16.1, the Sellers and Subsidiaries have not subleased, licensed or otherwise granted any Person the right to use or occupy any of the Real Property that is material to the Company or any portion thereof. All buildings, structures, improvements, fixtures, building systems and its Subsidiaries, taken as a whole, by property addressequipment, and each Company all components thereof, included in the Real Property Lease are in good condition and repair except for (i) ordinary wear and tear and (ii) repairs that is material to the Company would not, on an individual and its Subsidiariesnot aggregate basis, taken as a whole, by the property addresscost more than One Hundred Thousand Dollars ($100,000) each.

Real Property. (ia) Except as would not be reasonably likely to have, individually or in Schedule 2.17 contains a list and brief description of all real property leased by Seller and the aggregate, improvements (including buildings and other structures) located on such real property (including a Company Material Adverse Effect, (A) either the Company or a Subsidiary brief description of the Company has good, defensible, marketable and insurable fee simple title use to each real property owned by the Company or any Subsidiary, or (which such property collectively, is being employed and the “Company Owned Real Property”), and (B) either the Company termination date or a Subsidiary of the Company has a good and valid leasehold interest in each lease, sublease and other agreement and in each parcel of Company Leased Real Property, under or notice requirement with respect to which the Company termination, annual rental and renewal or any of its Subsidiaries uses or occupies or has the right to use or occupy any real property purchase options) (the “Company Leased "Real Property” "). Seller does not own any Real Property. Seller has no written leases for Real Property. Seller (or the lessor under the relevant lease), has legal and such leases, subleases valid occupancy permits and other agreements arerequired licenses or government approvals for each of the properties and premises leased, collectivelyused or occupied by Seller. Except as set forth on Schedule 2.17, the “Company Real Property Leases”), in each caseSeller has good and marketable title or a valid leasehold interest, free and clear of all claims, to each improvement, fixture and item of equipment located in or on each of the properties and premises leased, used or occupied by it, except for Permitted Liens. Each such lease is legal, title defects valid and binding as between Seller, and the other party or title exceptions parties thereto and Seller is a tenant or possessor in good standing thereunder, free of any default or breach whatsoever and quietly enjoys the premises provided for therein. Each rental and other than any Permitted Tax Liens payment due thereunder has been duly made; each act required to be performed has been duly performed; and Liens that are not material no act forbidden to the Company and its Subsidiaries, taken as a wholebe performed has been performed thereunder. Except as would set forth on Schedule 2.17 hereto, as of the date of this Agreement Seller has not be reasonably likely to havereceived any notice of, individually nor does Seller or in the aggregateany Stockholder have any knowledge of (i) any violations (collectively, "Violations", and individually, a Company Material Adverse Effect"Violation") of any applicable law or requirements of any federal, (1) each Company state or municipal department or agency having jurisdiction against or affecting the Real Property Lease is validor the construction, binding management, ownership, maintenance, operation, use, improvement, acquisition or sale thereof (including, without limitation, building, health, safety, zoning and in full force and effectenvironmental Laws) (collectively, subject "Legal Requirements") whether or not officially noted or issued or (ii) any condition relating to the limitation of such enforcement by the Bankruptcy and Equity Exception and (2) no uncured default on the part of the Company or, if applicable, its Subsidiary orReal Property which, to the best knowledge of Seller or the Company, the landlord thereunder, exists under any Company Real Property Lease, and no event has occurred or circumstance exists which, with the giving of notice, the passage of time, or bothStockholders, would constitute a material breach or default under a Company Violation. The Real Property Lease. Section 3.1(q)(i) is and on the Closing Date shall be in full compliance with any and all applicable Legal Requirements in any way pertinent or relating to the acquisition, operation, management, maintenance, use, improvement, sale, and ownership of the Company Disclosure Letter contains a true and complete list as of the date hereof of all Company Owned Real Property that is material to the Company and its Subsidiaries, taken as a whole, by property address, and each Company Real Property Lease that is material to the Company and its Subsidiaries, taken as a whole, by the property addressProperty.

Real Property. Schedule 4.9 sets forth a list and description of all ------------- ------------ Real Property owned, leased, occupied or used by the Company, and is true, complete and accurate in all material respects. The Company has, or will have at Closing, title in fee simple, or shall hold the leasehold interests in the case of leaseholds, to all Real Property including Real Property hereafter acquired, in each case free and clear of any Encumbrances, except for Permitted Encumbrances. At the Closing, the Company shall have (i) Except as would not be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect, (A) either the Company or a Subsidiary of the Company has good, defensible, good and marketable and insurable fee simple title to each real property all owned by the Company or Real Property free and clear of any Subsidiary, or and all Encumbrances (such property collectively, the “Company Owned Real Property”except for Permitted Encumbrances), and (Bii) either the Company or a Subsidiary of the Company has a good its leasehold interests in and valid leasehold interest in each lease, sublease and other agreement and in each parcel of Company Leased Real Property, under or with respect to which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any real property (the “Company Leased Real Property” and such leases, subleases and other agreements are, collectively, the “Company all leased Real Property Leases”), in each case, free and clear of any and all Liens, title defects or title exceptions other than any Encumbrances (except for Permitted Tax Liens and Liens that Encumbrances). There are not material pending or, to the best of Sellers' knowledge, threatened, any condemnation actions or special assessments or any pending proceedings for changes in the zoning with respect to such Real Property or any part thereof and neither Sellers nor the Company has received any notice of the desire of any public authority or other entity to take or use any Real Property or any part thereof. All structures on the Real Property are structurally sound and its Subsidiariesin good operating condition and repair (reasonable wear and tear excepted). Each parcel of Real Property has access (either direct or by an easement included among the Assets) to all public roads, taken utilities, and other services necessary for the operation of the relevant System with respect to such parcel. The Company has complied with all notices or orders to correct violations of Legal Requirements issued by any Governmental Authority having jurisdiction against or affecting any of the Real Property. All leases and subleases pursuant to which any of the Real Property is occupied or used are set forth on Schedule 4.9 and such leases and subleases are valid, subsisting, ------------ binding and enforceable in accordance with their respective terms and there are no existing defaults thereunder or events that with notice or lapse of time or both would constitute defaults thereunder. The Company has not nor, to the best of Sellers' knowledge, has any other party to any contract, lease or sublease relating to any Real Property given or received notice of termination, and, to the best of Sellers' knowledge, subject to the receipt of any necessary Consents, the consummation of the transactions contemplated by this Agreement will not result in any such termination. The Company is not nor will it be, as a wholeresult of the transactions contemplated by this Agreement, with the giving of notice or the passage of time or both, in breach of any provision of any contract, lease or sublease relating to any Real Property. Except as would not be reasonably likely to haveAll easements, individually or in rights-of-way and other rights which are necessary for the aggregate, a Company Material Adverse Effect, (1) each Company Company's current use of any Real Property Lease is valid, binding are valid and in full force and effect, subject and neither Sellers nor the Company has received any notice with respect to the limitation termination or breach of any of such enforcement by the Bankruptcy and Equity Exception and (2) no uncured default on the part of the Company oreasements, if applicable, its Subsidiary or, to the knowledge of the Company, the landlord thereunder, exists under any Company Real Property Lease, and no event has occurred rights-of-way or circumstance exists which, with the giving of notice, the passage of time, or both, would constitute a material breach or default under a Company Real Property Lease. Section 3.1(q)(i) of the Company Disclosure Letter contains a true and complete list as of the date hereof of all Company Owned Real Property that is material to the Company and its Subsidiaries, taken as a whole, by property address, and each Company Real Property Lease that is material to the Company and its Subsidiaries, taken as a whole, by the property addressother similar rights.

Real Property. Obligors represent and warrant to Bank that, to the best of Obligors' knowledge, there are no Special Materials presently located on or, to the best of their knowledge, near any real property owned, leased or operated by any Environmental Affiliate (icollectively, "REAL PROPERTY") Except as would except for Special Materials which are and have at all times been treated, stored, transported, handled and disposed of in compliance in all material respects with all Environmental Requirements. Obligors represent to Bank that, to the best of Obligors' knowledge, the Real Property is not be reasonably likely now being used nor, to havethe best of their knowledge, individually or has it ever been used in the aggregatepast for activities involving Special Materials, including but not Limited to the use, generation, collection, storage, treatment, or disposal of any Special Materials except for Special Materials which are and have at all times been treated, stored, transported, handled and disposed of in compliance in all material respects with all Environmental Requirements. Without limiting the generality of the foregoing, the Real Property is not being used nor, to the best of Obligors' knowledge, have they ever been used in the past for a Company Material Adverse Effectlandfill, surface impoundment or other area for the treatment, storage or disposal of solid waste (including solid waste such as sludge). Obligors and the Bank hereby acknowledge and agree that they have received a report entitled Phase I and Environmental Assessment covering real property in Victoria, Texas, (Athe "REPORT"), prepared by Southern Ecology Management, Inc. and Millxx Xxxironmental Service, Inc. (the "CONSULTANTS") either pursuant to which the Company or a Subsidiary Consultants describe certain matters that may affect the environmental remediation obligations of UTI and Triad related to the acquisition of Southland. The representations and warranties of the Company has good, defensible, marketable and insurable fee simple title to each real property owned by the Company or any Subsidiary, or (such property collectively, the “Company Owned Real Property”), and (B) either the Company or a Subsidiary of the Company has a good and valid leasehold interest in each lease, sublease and other agreement and in each parcel of Company Leased Real Property, under or Obligors with respect to which compliance with environmental laws set forth in this Agreement are hereby qualified by the Company terms and content of the Report. The Obligors represent and warrant that compliance with the terms and recommendations in the Report will not materially and adversely affect the business, financial condition or any results of its Subsidiaries uses or occupies or has operations of the right to use or occupy any real property (the “Company Leased Real Property” and such leases, subleases and other agreements are, collectively, the “Company Real Property Leases”), in each case, free and clear of all Liens, title defects or title exceptions other than any Permitted Tax Liens and Liens that are not material to the Company and its Subsidiaries, Obligors taken as a whole. Except as would not be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect, (1) each Company Real Property Lease is valid, binding and in full force and effect, subject to the limitation of such enforcement by the Bankruptcy and Equity Exception and (2) no uncured default on the part of the Company or, if applicable, its Subsidiary or, to the knowledge of the Company, the landlord thereunder, exists under any Company Real Property Lease, and no event has occurred or circumstance exists which, with the giving of notice, the passage of time, or both, would constitute a material breach or default under a Company Real Property Lease. Section 3.1(q)(i) of the Company Disclosure Letter contains a true and complete list as of the date hereof of all Company Owned Real Property that is material to the Company and its Subsidiaries, taken as a whole, by property address, and each Company Real Property Lease that is material to the Company and its Subsidiaries, taken as a whole, by the property address.

Real Property. (iThe Company does not own and has never owned any real property. The Company has valid leasehold interests in certain real property, which it holds under the leases or subleases described in Schedule 4(n) Except as would not be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect, (A) either the Company or a Subsidiary of the Company has good, defensible, marketable and insurable fee simple title to each real property owned by Disclosure Schedule (the Company or any Subsidiary, or (such property collectively, the “Company Owned Real Property”), and (B) either the Company or a Subsidiary of the Company has a good and valid leasehold interest in each lease, sublease and other agreement and in each parcel of Company "Leased Real Property, under or with respect to which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any real property (the “Company Leased Real Property” and such leases, subleases and other agreements are, collectively, the “Company Real Property Leases”), in each case, ") free and clear of all LiensEncumbrances, title defects except for Permitted Encumbrances. The Leased Real Property constitutes all of the facilities used or title exceptions other than any Permitted Tax Liens and Liens that are not material occupied by the Company in the conduct of its business as currently conducted. With respect to the Company and its Subsidiaries, taken as a whole. Except as would not be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect, Leased Real Property: (1i) each Company Real Property Lease is valid, binding and in full force and effect, subject to the limitation of such enforcement by the Bankruptcy and Equity Exception and (2) no uncured default on the part of the Company or, if applicable, its Subsidiary or, to the knowledge Knowledge of the Company, the landlord thereunderCompany has all easements and rights necessary to conduct its business, exists as currently conducted; (ii) no portion thereof is, to the Knowledge of the Company, subject to any pending or threatened condemnation proceeding or proceeding by any governmental authority; (iii) the Company has not received written notice, and the Company has no Knowledge, of any leases, subleases, licenses, concessions or other agreements, written or oral, granting to any other party or parties the right of use or occupancy of any portion of any parcel of Leased Real Property; (v) the Company has not received written notice, and the Company has no Knowledge, of any outstanding options or rights of first refusal held by any other person to purchase any parcel of Leased Real Property, or any portion or interest therein; (vi) the Company has not received written notice, and the Company has no Knowledge, of any parties (other than the Company) being in possession of any parcel of Leased Real Property, other than tenants under any Company leases of the Leased Real Property Lease, and no event has occurred or circumstance exists which, with who are in possession of space to which they are entitled; (vii) the giving of notice, the passage of time, or both, would constitute a material breach or default under a Company Leased Real Property Lease. Section 3.1(q)(i) has been supplied with utilities and other services reasonably necessary for the operation of the Company Disclosure Letter contains a true Business; and complete list as (viii) each parcel of the date hereof of all Company Owned Leased Real Property that is material abuts on a public road or access to the Company and its Subsidiaries, taken as a whole, by property address, and each Company Real Property Lease that is material to the Company and its Subsidiaries, taken as a whole, by the property addresspublic road.

Real Property. (ia) Except as would not be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect, (ASchedule 3.10(a) either the Company or a Subsidiary of the Company has good, defensible, marketable Disclosure Schedules sets forth a true and insurable fee simple title to each complete list of all real property owned in fee as of the date hereof by each of the Company or any SubsidiaryAcquired Entities after giving effect to the Divestitures, or which identifies such land by (x) owner and (y) tract number and/or parcel number (such property collectively, the “Company Owned Real Property”). With respect to the Owned Real Property, and except as set forth on Schedule 3.10(a), (Bi) either the Company one or a Subsidiary more of the Company Acquired Entities has a good and valid leasehold interest in each lease, sublease and other agreement and in each parcel of Company Leased title to such Owned Real Property, under or with respect to which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any real property (the “Company Leased Real Property” and such leases, subleases and other agreements are, collectively, the “Company Real Property Leases”), in each case, free and clear of all Liens, title defects or title exceptions Liens other than any Permitted Tax Liens and Liens that are such Lien (A) for Taxes or governmental assessments, governmental charges or claims of payment not material yet due, being contested in good faith or for which adequate accruals or reserves have been established in accordance with GAAP, (B) which is a carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s, or other similar Lien arising in the ordinary course of business, (C) for any obligation which is disclosed on the Balance Sheet, (D) for any obligation which was incurred in the ordinary course of business since the Balance Sheet Date, (E) disclosed by the preliminary title reports made available to Buyer in the Company and its SubsidiariesDataroom, taken as a whole. Except as or (F) which would not reasonably be reasonably likely expected to have, individually or in materially impair the aggregate, a Company Material Adverse Effect, (1) each Company Real Property Lease is valid, binding and in full force and effect, subject to the limitation continued use of such enforcement by the Bankruptcy and Equity Exception and (2) no uncured default on the part of the Company or, if applicable, its Subsidiary or, to the knowledge of the Company, the landlord thereunder, exists under any Company Real Property Lease, and no event has occurred or circumstance exists which, with the giving of notice, the passage of time, or both, would constitute a material breach or default under a Company Real Property Lease. Section 3.1(q)(i) of the Company Disclosure Letter contains a true and complete list as of the date hereof of all Company Owned Real Property by the Acquired Entities for the Business as currently operated (each of the foregoing, a “Permitted Lien”) (and conditions, covenants, encroachments, easements, restrictions and other encumbrances that is material do not materially adversely affect the use of the Owned Real Property by the Acquired Entities for the Business), (ii) there are no outstanding reversion rights, Contracts, outstanding options or rights of first refusal or offer in favor of any third party to purchase, lease, occupy or otherwise utilize any Owned Real Property or any portion thereof or interest therein that would reasonably be expected to materially adversely affect the Company and its Subsidiariesuse in the Business by the Acquired Entities of the Owned Real Property affected thereby, taken as a whole(iii) neither Seller nor any Acquired Entity has received written notice of any condemnation or eminent domain proceeding commenced or threatened with respect to any Owned Real Property, any portion thereof or Seller’s interest therein that would reasonably be expected to materially adversely affect the use in the Business by property addressthe Acquired Entities of the Owned Real Property affected thereby, (iv) none of the Owned Real Property has been leased, and each Company (v) none of the Owned Real Property Lease has been licensed nor has any third party been granted any right to use or occupy all of any portion of any Owned Real Property, such that is material such license or occupancy would reasonably be expected to materially adversely affect the Company and its Subsidiaries, taken as a whole, use in the Business by the property addressAcquired Entities of the Owned Real Property affected thereby.

Real Property. (a) Schedule 4.11(a) sets forth a complete list of (i) Except as would not be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect, (A) either all real property which is occupied by the Company or a Subsidiary as of the date of this Agreement (including any real property which the Company has goodacquired ownership (if applicable) or right to use thereof (individually, defensible, marketable an “Occupied Property” and insurable fee simple title to each real property owned by the Company or any Subsidiary, or (such property collectively, the “Company Owned Real PropertyOccupied Properties”), (ii) all real property and (B) either interests in real property leased by the Company or (individually, a Subsidiary of the Company has a good and valid leasehold interest in each lease, sublease and other agreement and in each parcel of Company Leased “Real Property, under or with respect to which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any real property (the “Company Leased Real PropertyProperty Lease” and such leases, subleases and other agreements are, collectively, the “Company Real Property Leases” and, together with the Occupied Properties, being referred to herein individually as a “Company Property” and collectively as the “Company Properties”) as lessee or lessor, including a description of each such Real Property Lease (including the name of the third party lessor or lessee and the date of the lease or sublease and all amendments thereto), in each case. The Company has good and marketable right to all Occupied Properties, free and clear of all LiensLiens of any nature whatsoever, title defects except those Liens set forth on Schedule 4.11(a). The Company Properties constitute all interests in real property currently used, occupied or title exceptions other than any Permitted Tax Liens and Liens that are not material to currently held for use in connection with the business of the Company and its Subsidiaries, taken as a whole. Except as would not be reasonably likely to have, individually or in which are necessary for the aggregate, a Company Material Adverse Effect, (1) each Company Real Property Lease is valid, binding and in full force and effect, subject to continued operation of the limitation of such enforcement by the Bankruptcy and Equity Exception and (2) no uncured default on the part business of the Company or, if applicable, its Subsidiary or, to as the knowledge business is currently conducted. All of the CompanyCompany Properties and buildings, the landlord thereunderfixtures and improvements thereon (i) are in good operating condition without structural defects, exists under any Company Real Property Leaseand all mechanical and other systems located thereon are in good operating condition, and no event has occurred condition exists requiring material repairs, alterations or circumstance exists whichcorrections and (ii) are suitable, with sufficient and appropriate in all respects for their current and contemplated uses. None of the giving of notice, improvements located on the passage of time, or both, would Company Properties constitute a material breach non-conforming use or default otherwise require any special dispensation, variance or special permit under a any applicable Law. The Company has delivered to Purchaser true, correct and complete copies of (i) all documentations concerning their rights to the Occupied Properties and (ii) the Real Property LeaseLeases, together with all amendments, modifications or supplements, if any, thereto. Section 3.1(q)(i) The Company Properties are not subject to any leases, rights of first refusal, options to purchase or rights of occupancy, except the Company Disclosure Letter contains a true and complete list as of the date hereof of all Company Owned Real Property that is material to the Company and its Subsidiaries, taken as a whole, by property address, and each Company Real Property Lease that is material to the Company and its Subsidiaries, taken as a whole, by the property addressLeases set forth on Schedule 4.11(a).

Real Property. Attached hereto as Schedule 6.15, and incorporated herein by this reference are: (i) Except as would not be reasonably likely a legal description of each parcel of real property leased to haveTEI; (ii) a list of all leases of real property under which TEI is either a lessee or lessor, individually or in including a list of lease expiration dates, options to renew and annual lease payments with respect thereto; (iii) a description of all buildings, fixtures and other improvements located on said real properties; and (iv) an indication of which of said real properties are used (listing the aggregate, a Company Material Adverse Effect, (A) either the Company or a Subsidiary names of the Company has good, defensible, marketable and insurable fee simple title to each real property owned by the Company or any Subsidiary, or (such property collectively, the “Company Owned Real Property”stores located thereon), and (B) either which are not used in the conduct of TEI's business. There will be made available to the Company or a Subsidiary by TEI at its offices for examination correct and complete copies of all of the Company leases referred to in the preceding sentence. TEI has a good and valid leasehold interest marketable title to all of the leaseholds described in each leaseSchedule 6.15, sublease and other agreement and in each parcel of Company Leased Real Property, under or with respect to which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any real property (the “Company Leased Real Property” and such leases, subleases and other agreements are, collectively, the “Company Real Property Leases”), in each case, leaseholds are free and clear of all Liensmortgages, title defects liens, encumbrances, leases, equities, claims, charges, easements, rights of way, covenants, conditions and restrictions, except for liens, if any, for property taxes not delinquent and except for such matters as are set forth in said Schedule (none of which matters interferes in any way with the present or title exceptions other than intended use of any Permitted Tax Liens and Liens that are not material to the Company and its Subsidiaries, taken as such real properties). As a whole. Except as would not be reasonably likely to have, individually or the buildings and improvements described in said Schedule 6.15 and used in the aggregateconduct of TEI's business are in good operating condition and repair, a Company Material Adverse Effectand the operation thereof by TEI as presently conducted is not in violation of any applicable building code, (1) each Company Real Property Lease is valid, binding zoning ordinance or other law or regulation which would render inoperable any of the stores operating on such properties. All of the leases listed in said Schedule 6.15 are valid and in full force and effect, subject and neither party thereto is currently assented to the limitation of such enforcement by the Bankruptcy and Equity Exception and (2) no uncured be, or is believed to be, in default on the part of the Company or, if applicable, its Subsidiary or, to the knowledge of the Company, the landlord thereunder, exists under and there does not exist any Company Real Property Lease, and no event has occurred which with notice or circumstance exists which, with the giving lapse of notice, the passage of time, time or both, both would constitute a material breach default. No officer, director, shareholder or default under a Company Real Property Lease. Section 3.1(q)(i) employee of TEI, nor any spouse, child or other relative thereof, directly or indirectly, owns any of the Company Disclosure Letter contains a true and complete list as of the date hereof of all Company Owned Real Property that is material real properties described in said Schedule 6.15, except to the Company and its Subsidiaries, taken as a whole, by property address, and each Company Real Property Lease that is material to the Company and its Subsidiaries, taken as a whole, by the property addressextent indicated therein.

Real Property. (a) Except for (i) Except as would not be reasonably likely to have, individually or in the aggregate, a Company Material Adverse EffectPermitted Liens, (Aii) either the Company or a Subsidiary of the Company has good, defensible, marketable and insurable fee simple title to each real property owned by the Company or any Subsidiary, or (such property collectively, the “Company Owned Real Property”)as set forth on Schedule 2.15, and (Biii) either the Company Liens to be discharged at or a Subsidiary prior to Closing, CST and CCI have good, valid and marketable title to all of the Company has a good and valid leasehold interest in each lease, sublease and other agreement and in each parcel of Company Leased Real Property, under or with respect to which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any their real property (the “Company Leased Real Property” and such leases, subleases and other agreements are, collectively, the “Company Real Property Leases”than properties which are leased), in each case, free and clear of all Liens, mortgages, restrictions and other encumbrances and defects of title defects of any nature whatsoever. All owned or title exceptions other than any Permitted Tax Liens leased real property of the Business (the "Properties") is described on Schedule 2.15. A true copy of each lease to which either of the Sellers is a party has been delivered by Sellers to Buyer, and Liens that are not material to the Company and its Subsidiarieseach such lease is listed on Schedule 2.15, taken as a whole. Except as would not be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect, (1) each Company Real Property Lease is valid, binding and in full force and effect, effect and affords such company peaceful and undisturbed possession of the subject to the limitation matter of such enforcement lease. Each of the Sellers has performed all material obligations required to be performed by it under each of the Bankruptcy leases to which it is a party, no amount due under any such leases remains unpaid, and Equity Exception and (2) no uncured material contingency, claim, dispute or other disagreement exists between the parties to any such lease. No default or event of default on the part of either of the Company or, if applicable, its Subsidiary Sellers or, to the knowledge of Sellers, on the Company, part of the landlord thereunderlessor, exists under any Company Real Property Leasesuch lease, and neither Seller has received any notice of default under any such lease or any indication that the owner of the leased property intends to terminate such lease, and no event has occurred which with notice or circumstance exists which, with the giving of notice, the passage lapse of time, or both, would constitute a material default under any such lease. Except as specifically disclosed on Schedule 2.15, the Sellers hold all easements, rights-of-way and other rights necessary to own, operate and maintain the physical plant of the Sellers (including all telephone lines) and neither Seller is in breach of, or default under, any such easement, right-of-way or other right and there are not any materially burdensome limitations or obligations under a Company Real Property Leaseany such easement, right-of-way or other right. Section 3.1(q)(i) A true copy of all easements, rights of way and all other rights necessary to own, operate and maintain the physical plans of the Company Disclosure Letter contains a true Sellers (including all telephone lines) (collectively the "Easements") and complete list as of the date hereof of all Company Owned Real Property that is material deeds for real property owned have been delivered by Sellers to the Company and its Subsidiaries, taken as a whole, by property addressBuyer, and each Company Real Property Lease that such deed and Easement is material to the Company and its Subsidiaries, taken as a whole, by the property addresslisted on Schedule 1.1(f).

Real Property. SCHEDULE 5.5 contains a list of all Real Property owned, leased or occupied by any of the Consolidated Entities or Non-Consolidated Entities with respect to the Systems and all easements or other interests in Real Property to which any of the Consolidated Entities or Non-Consolidated Entities is a party as of the date hereof with respect to the Systems, except for easements from individual residential subscribers for the installation of cable and equipment necessary for them to receive cable television and other communications services and those easements and other interests which if not held by any of the Consolidated Entities or Non- Consolidated Entities (ior Cable Sub and its Subsidiaries as of the Closing Time) Except as would not be reasonably likely to havenot, individually or in the aggregate, have a Company Material Adverse Effect. Except as described on SCHEDULE 5.5, the AT&T Cable Subsidiaries have delivered to Cox or will deliver to Cox prior to or with the Delayed Schedules, true and complete copies of all deeds and leases (Awhether as lessor or lessee) either pertaining to such Real Property. All Real Property leases, if any, that are leased from or to Affiliates of AT&T, Cable Sub or Peak are identified as such on SCHEDULE 5.5. As to the Company or a Subsidiary Real Property which is designated in SCHEDULE 5.5 as being owned in fee simple, except as set forth in SCHEDULE 5.5, as of the Company has gooddate hereof, defensiblesuch fee owner has, marketable or Cable Sub and insurable its Subsidiaries as of the Closing Date will have, fee simple title to each real property owned by the Company or any Subsidiarysuch premises and all buildings, or (such property collectively, the “Company Owned Real Property”), improvements and (B) either the Company or a Subsidiary of the Company has a good and valid leasehold interest in each lease, sublease and other agreement and in each parcel of Company Leased Real Property, under or with respect to which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any real property (the “Company Leased Real Property” and such leases, subleases and other agreements are, collectively, the “Company Real Property Leases”), in each casefixtures thereon, free and clear of all LiensEncumbrances, title defects or title exceptions other than any except for Permitted Tax Liens Encumbrances and Liens that are not material Encumbrances listed in EXHIBIT C (which Encumbrances listed on EXHIBIT C will be released prior to the Company Closing). As to the Real Property which is designated in SCHEDULE 5.5 as being leased, except where the failure of the representations made in this sentence to be true and its Subsidiaries, taken as a whole. Except as correct would not be reasonably likely to havenot, individually or in the aggregate, have a Company Material Adverse Effect, (1) as of the date hereof, a Consolidated Entity or Non-Consolidated Entity is, and, as of the Closing Date, Cable Sub and its Subsidiaries will be, the sole owner of the leasehold interest in such Real Property, each Company Real Property Lease such lease is valid, binding valid and subsisting and in full force and effecteffect and, as of the date hereof, no other party to such lease has given written notice to Peak or a Consolidated Entity or Non-Consolidated Entity of or made a written claim with respect to any breach or default thereof, and none of Peak or any Consolidated Entity or Non-Consolidated Entity is aware of any fact giving rise to a breach or default thereof. Subject to Permitted Encumbrances, except as otherwise disclosed in SCHEDULE 5.5 and except where the failure of the representations made in this sentence to be true and correct would not, individually or in the aggregate, have a Material Adverse Effect, all Real Property listed on SCHEDULE 5.5 (including the improvements thereon) (i) is in reasonable operating condition and repair (subject to normal wear and tear) consistent with its present use, (ii) is available for immediate use in the limitation conduct of such enforcement by the Bankruptcy business or operations of the Systems, (iii) complies in all material respects with all applicable building or zoning codes or restrictive covenants and Equity Exception the regulations of any Governmental Authority having jurisdiction, and (2iv) no uncured default has full legal and practical access to public roads or streets and has all utilities and services necessary for the proper and lawful conduct and operation of the Systems as presently utilized. Except where the failure of the representations made in this sentence to be true and correct would not, individually or in the aggregate, have a Material Adverse Effect, all buildings, towers, guy wires and anchors, earth-receiving dishes and related facilities used in the operations of the Systems are located entirely on the part Real Property, and together with all pole attachments, cable plant and cable installations, equipment and facilities used in connection with the Systems, are maintained, placed and located in accordance with the provisions of all applicable Legal Requirements, deeds, leases, licenses, permits or other legally enforceable arrangements. No condemnation of any of the Company orReal Property has occurred, if applicable, its Subsidiary is pending or, to the knowledge of any Consolidated Entity or Non-Consolidated Entity, threatened. Except as set forth on SCHEDULE 5.5, each Person upon or under or across whose property any of the CompanyAssets are located, maintained, installed or operated (other than drop lines to customer dwellings) has granted to the landlord thereunderConsolidated Entities or the Non-Consolidated Entities such easements, exists licenses or rights of way as are necessary for the location, maintenance, installation and operation of such Assets upon, over or under any Company Real Property Leasesuch property (the "EASEMENTS"), and no event has occurred or circumstance exists whichsubject to Permitted Encumbrances and Encumbrances listed on EXHIBIT C (which Encumbrances listed on EXHIBIT C will be released prior to the Closing), with the giving of notice, the passage of time, or both, would constitute a material breach or default under a Company Real Property Lease. Section 3.1(q)(i) of the Company Disclosure Letter contains a true and complete list as of the date hereof of all Company Owned Real Property that is material to this Agreement, the Company Consolidated Entities and the Non-Consolidated Entities have, and, as of the Closing Date, Cable Sub and its SubsidiariesSubsidiaries will have, taken as a wholeright to use the Easements, by property addressexcept where the failure to have any such Easements would not, and each Company Real Property Lease that is material to individually or in the Company and its Subsidiariesaggregate, taken as have a whole, by the property addressMaterial Adverse Effect.

Real Property. (i) Except as would not be reasonably likely to have, individually or in the aggregate, a The Company Material Adverse Effect, (A) either and the Company or Subsidiaries do not own any real property. Schedule 5.17 contains a Subsidiary complete and accurate list of the Company has good, defensible, marketable and insurable fee simple title to each all real property previously owned by the Company or any SubsidiaryCompany Subsidiary since January 17, 2007. The Company and the Company Subsidiaries, as applicable, have valid leasehold interests in the real property specified on Schedule 5.17 under the heading “Leased Properties” (the “Real Property”). Schedule 5.17 contains a complete and accurate list as of the date hereof of all Real Property leased by the Company and the Company Subsidiaries as lessee, including all subleases and other arrangements relating to the use or occupancy of the Real Property by the Company and the Company Subsidiaries (such property collectively, the “Company Owned Real Property”), and (B) either the Company or a Subsidiary of the Company has a good and valid leasehold interest in each lease, sublease and other agreement and in each parcel of Company Leased Real Property, under or with respect to which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any real property (the “Company Leased Real Property” and such leases, subleases and other agreements are, collectively, the “Company Real Property Leases”), in each case, free . Schedule 5.17 contains a complete and clear accurate list as of the date hereof of all Liens, title defects or title exceptions other than any Permitted Tax Liens Leases (and Liens that are not material copies thereof have been delivered to the Buyer), as the same may have been amended, supplemented or otherwise modified from time to time. With respect to each Lease, neither the Company, any Company and its SubsidiariesSubsidiary nor, taken as a whole. Except as would not be reasonably likely to havethe knowledge of the Company, individually or in the aggregate, a Company Material Adverse Effect, (1) each Company Real Property any other party to any such Lease is validin material breach thereof or default thereunder and there does not exist under any thereof any event which, binding and in full force and effectwith the giving of notice or the lapse of time, subject to the limitation of would constitute such enforcement a material breach or default by the Bankruptcy and Equity Exception and (2) no uncured default on the part of the Company, any Company or, if applicable, its Subsidiary or, to the knowledge of the Company, any other party. All of the landlord thereunderLeases are, exists to the knowledge of the Company, in full force and effect. Except as disclosed on Schedule 5.17, neither the Company nor any Company Subsidiary is a sublessor or grantor under any Company sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any of the Real Property. To the knowledge of the Company, no material improvements constituting a part of the Real Property Leaseencroach on real property owned or leased by a Person other than the Company or any Company Subsidiary. There are no claims, and no event has occurred actions or circumstance exists whichlegal proceedings pending nor, with to the giving knowledge of noticethe Company, threatened against or affecting the passage of time, or both, would constitute a material breach or default under a Company Real Property Lease. Section 3.1(q)(i) or any portion thereof or interest therein in the nature or in lieu of the Company Disclosure Letter contains a true and complete list as of the date hereof of all Company Owned Real Property that is material to the Company and its Subsidiaries, taken as a whole, by property address, and each Company Real Property Lease that is material to the Company and its Subsidiaries, taken as a whole, by the property addresscondemnation or eminent domain proceedings.

Real Property. Schedule 4.10 hereto sets forth a complete list of (i) all real property and all interests in real property owned in fee by URS or the URS Subsidiaries (individually, an "Owned Property") and (ii) all real property and all interests in real property leased by URS or the URS Subsidiaries (individually, a "Leased Property"; together with the Owned Property, the "Real Property"). URS and the URS Subsidiaries have (i) good, marketable and insurable fee title to all Owned Property, and (ii) good and valid leasehold interests in all Leased Property, and in the case of all of the Owned Properties and those leasehold estates covered by the applicable title insurance policies and update letters or endorsements (as the case may be) set forth on Schedule 4.10 hereto, such title is free and clear of any Liens, except (a) those created or permitted under the BT Credit Agreement or the MetLife Loan Agreement, (b) as disclosed in those certain title insurance policies and update letters or endorsements, as the case may be, set forth on Schedule 4.10 hereto, and (c) other easements, rights of way and minor and immaterial liens, charges or encumbrances that do not interfere with the use of the Real Property in the normal conduct of the business of URS and the URS Subsidiaries and that do not materially impair the value of the Real Property (collectively, the "Permitted Liens"). Complete and correct copies of each lease relating to the Leased Property described on Schedule 4.10 hereto have been furnished or made available to the Parent. The current use and operation of the Real Property does not violate in any material respect any instrument of record affecting the Real Property. Except as disclosed on Schedule 4.10 hereto, no damage or destruction has occurred and, to the Knowledge of URS, no condemnation or rezoning proceeding has been threatened or 118 32 commenced with respect to any of the Real Property that would not be reasonably likely to haveindividually or in the aggregate materially impair the continued use or operation of the Owned Property or the Leased Property. The Owned Property is in compliance with all Real Estate Laws, and neither URS nor any URS Subsidiary has any Knowledge of any written notice of violation or claimed violation of any Real Estate Law, in either case except where such violation or lack of compliance would not, individually or in the aggregate, a Company Material Adverse Effectmaterially restrict the ability of URS or any URS Subsidiary to conduct its business as presently conducted by it at any location. Except as disclosed on Schedule 4.10 hereto, (A) either the Company neither URS nor any URS Subsidiary is obligated under or a Subsidiary party to any option, right of the Company has goodfirst refusal or other contractual right to purchase, defensibleacquire, marketable and insurable fee simple title to each real property owned by the Company sell or dispose of any Subsidiary, or (such property collectively, the “Company Owned Real Property”). Neither URS nor any URS Subsidiary is a lessor, and (B) either the Company sublessor or a Subsidiary of the Company has a good and valid leasehold interest in each grantor under any lease, sublease and or other agreement and in each parcel instrument granting to another Person any right to the possession, lease, occupancy or enjoyment of Company Leased the Real Property, under or with respect to which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any real property (the “Company Leased Real Property” and such leases, subleases and other agreements are, collectively, the “Company Real Property Leases”), in each case, free and clear of all Liens, title defects or title exceptions other than any Permitted Tax Liens and Liens that are not material pursuant to the Company and its Subsidiariesagreements listed on Schedule 4.14 hereto. This Section 4.10 does not relate to environmental matters, taken as a whole. Except as would not be reasonably likely to have, individually or in which are the aggregate, a Company Material Adverse Effect, (1) each Company Real Property Lease is valid, binding and in full force and effect, subject to the limitation of such enforcement by the Bankruptcy and Equity Exception and (2) no uncured default on the part of the Company or, if applicable, its Subsidiary or, to the knowledge of the Company, the landlord thereunder, exists under any Company Real Property Lease, and no event has occurred or circumstance exists which, with the giving of notice, the passage of time, or both, would constitute a material breach or default under a Company Real Property Lease. Section 3.1(q)(i) of the Company Disclosure Letter contains a true and complete list as of the date hereof of all Company Owned Real Property that is material to the Company and its Subsidiaries, taken as a whole, by property address, and each Company Real Property Lease that is material to the Company and its Subsidiaries, taken as a whole, by the property address4.22.

Real Property. (i) Except as would Company does not be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect, (A) either the Company or a Subsidiary own any real property. Schedule 4.8 hereto contains an accurate list and general description of the Company has good, defensible, marketable and insurable fee simple title to each all real property owned by the Company leases, subleases, licenses or any Subsidiary, or similar agreements (such property collectively, the “Company Owned Real Property”), and (B"Leases") either the Company or a Subsidiary of the Company has a good and valid leasehold interest in each lease, sublease and other agreement and in each parcel of Company Leased Real Property, under or with respect to which the Company or any is a party (copies of its Subsidiaries uses or occupies or has the right which have been previously furnished to use or occupy any real property (the “Company Leased Real Property” and such leases, subleases and other agreements are, collectively, the “Company Real Property Leases”FNFI), in each casecase setting forth (i) the landlord and tenant or sublessor and sublessee, as applicable, thereof and the date and term of each of the Leases; (ii) the legal description or street address of each property covered thereby; and (iii) a brief description (including size and function) of the principal improvements and buildings thereon (the "Leased Premises"). Company has valid leasehold interests in the Leased Premises, free and clear of all LiensLiens and Security Interests, title defects except for (i) Claims of lessors, co-lessees or sublessees in such matters as are reflected in the Leases; (ii) title exceptions other than any Permitted Tax affecting the fee estate of the lessor under such Leases; (iii) Liens and Liens that are for taxes not material to the Company and its Subsidiaries, taken as a whole. Except as would not be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect, (1) each Company Real Property Lease is valid, binding and in full force and effect, subject to the limitation of such enforcement by the Bankruptcy and Equity Exception yet due; and (2iv) other matters as described in Schedule 4.8 hereto. Company is not in default, and no uncured default on facts or circumstances have occurred which, through the part passage of time or both, or the Company orgiving of notice would constitute a default, if applicable, its Subsidiary or, to under any Lease. To the knowledge of Company and Shareholders, the activities of Company, with respect to the landlord thereunderLeased Premises, exists under are in all material respects permitted and authorized by applicable zoning laws, ordinances and regulations and all laws and regulations of any Governmental Entity. To the knowledge of Company Real Property Leaseand Shareholders, the portions of the buildings on the Leased Premises that are used in the business of Company are each in good repair and condition (including without limitation, the electrical, mechanical, HVAC, plumbing, elevator, other building systems and structural components serving such premises, and no event has occurred or circumstance exists which, with the giving of notice, the passage of time, or both, would constitute a material breach or default under a Company Real Property Lease. Section 3.1(q)(i) of the Company Disclosure Letter contains a true and complete list as of the date hereof of all Company Owned Real Property that is material to the Company and its Subsidiaries, taken as a whole, by property addressroofs are water-tight), and each Company Real Property Lease that is material are in the aggregate sufficient to the Company satisfy Company's current and its Subsidiaries, taken reasonable anticipated normal business activities as a whole, by the property addressconducted thereat.

Real Property. (i) Except as would not be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect, (A) either the Company or a Subsidiary of the Company has good, defensible, marketable and insurable fee simple title to each real property owned by the Company or any Subsidiary, or (such property collectively, the “Company Owned Real Property”), and (B) either the Company or a Subsidiary of the Company has a good and valid leasehold interest in each lease, sublease and other agreement and in each parcel of Company Leased Real Property, under or with respect to which None the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy owns any real property (property. Section 2.1(k)(i) of the “Company Leased Real Property” and such Disclosure Schedule sets forth a list of all material leases, subleases subleases, licenses and other agreements are(true, correct and complete copies of which have been delivered to Parent relating to real property with respect to which the Company and/or any of its Subsidiaries are a party (collectively, the “Company Real Property Leases”). The Leases are legal, in each case, free and clear of all Liens, title defects or title exceptions other than any Permitted Tax Liens and Liens that are not material to the Company and its Subsidiaries, taken as a whole. Except as would not be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect, (1) each Company Real Property Lease is valid, binding binding, enforceable and in full force and effect, subject except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors generally and by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law), and the limitation of such enforcement Company and/or its Subsidiaries has a valid leasehold interest in the leasehold estates and licenses created by the Bankruptcy Leases free and Equity Exception and (2) no uncured default on clear of Liens, except where such Liens would not interfere in any material respect with the part conduct of the business of the Company orand its Subsidiaries as currently conducted on the leased premises and would not in the aggregate have a Material Adverse Effect on the Company. To the best knowledge of the Company, if applicableno other parties to the Leases are in breach or default of any such leases. In addition, neither the Company or any of its Subsidiary Subsidiaries are in breach or default of any of the Leases, and no events have occurred which, with the passage of time, could constitute a default or breach by the Company or any of its Subsidiaries under any of the Leases or, to the knowledge of the Company, the landlord thereunder, exists could constitute a default or breach by any other party under any Company Real Property Lease, and no event has occurred or circumstance exists which, with the giving of notice, the passage of time, or both, would constitute a material breach or default under a Company Real Property Lease. Section 3.1(q)(i) of the Company Disclosure Letter contains a true and complete list as of the date hereof of all Company Owned Real Property that is material to the Company and its Subsidiaries, taken as a whole, by property address, and each Company Real Property Lease that is material to the Company and its Subsidiaries, taken as a whole, by the property address.

Real Property. (iThe Company or a Subsidiary owns good and marketable fee simple title to the real property listed and described in §3(m) Except of the Disclosure Schedule, free and clear of all encumbrances except as would not be reasonably likely set forth in said §3(m). The said §3(m) of the Disclosure Schedule also includes a list and brief description of all real property leased to have, individually or in by the aggregate, Company or a Company Material Adverse Effect, (A) either Subsidiary. Each such parcel of real property is leased pursuant to a written lease agreement to which the Company or a Subsidiary and the lessor are parties and which includes all material terms of the Company has good, defensible, marketable and insurable fee simple title lease arrangements applicable to each real property owned by such parcel. Sellers have delivered to Purchaser correct and complete copies of all such leases listed in §3(m) of the Disclosure Schedule (as amended to date) (the "Leases"). With respect to each of the Leases, except as set forth in §3(m) of the Disclosure Schedule, (i) the lease is legal, valid, binding, enforceable and in full force and effect and will continue to be legal, valid, binding, enforceable and in full force and effect on identical terms following the consummation of the transactions contemplated hereby; (ii) no party to the lease is in breach or default, and no event has occurred which, with notice or lapse of time, would constitute a breach or default or permit termination, modification or acceleration thereunder, nor has any party to the lease repudiated any provision thereof; (iii) no Person other than the Company or any Subsidiary, or (such property collectively, the “Company Owned Real Property”), and (B) either the Company or a Subsidiary of the Company has a good and valid leasehold interest in each lease, sublease and other agreement and in each parcel of Company Leased Real Property, under or with respect to which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any real property (the “Company Leased Real Property” and such leases, subleases and other agreements are, collectively, the “Company Real Property Leases”), in each case, free and clear of all Liens, title defects or title exceptions other than any Permitted Tax Liens and Liens that are not material to the Company and its Subsidiaries, taken as a whole. Except as would not be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect, (1) each Company Real Property Lease is valid, binding and in full force and effect, subject to the limitation of such enforcement by the Bankruptcy and Equity Exception and (2) no uncured default on the part of the leased premises; (iv) the Company orhas not assigned, if applicabletransferred, its Subsidiary orconveyed, to mortgaged, deeded in trust, or encumbered any interest in the knowledge leasehold; (v) all improvements located on the leased premises are in a state of good maintenance and repair and are adequate and suitable for the effective conduct therein of the Company, 's business; and (vi) all Permits and other approvals of Governmental Bodies required in connection with the landlord thereunder, exists under any Company Real Property Leaseoperation of the leased premises have been received, and no event has occurred or circumstance exists which, the leased premises have been operated and maintained in accordance with the giving of notice, the passage of time, or both, would constitute a material breach or default under a Company Real Property Lease. Section 3.1(q)(i) of the Company Disclosure Letter contains a true and complete list as of the date hereof of all Company Owned Real Property that is material to the Company and its Subsidiaries, taken as a whole, by property address, and each Company Real Property Lease that is material to the Company and its Subsidiaries, taken as a whole, by the property addressapplicable Laws.

Real Property. Schedule 3.10 contains a list and brief description of all leasehold interests in real estate, easements, rights to access and other rights-of-way (a) for access to and use of headend and hub sites, (b) for railroad and interstate highway crossing licenses and permits and (c) under, if any, franchises, pole attachment agreements, and commercial and bulk billing agreements (collectively, the "Rights-of-Way"). Except for the Rights-of-Way, there are no other real property interests which are owned, leased, used or held for use by the Company other than the office, tower and land comprising the headend site of the System (the "Headend Site") which shall be leased to Acquiror by the Stockholder pursuant to Section 9.1(i). The Rights-of-Way described in Schedule 3.10 and the Headend Site constitute all real property interests necessary to conduct the business and operations of the Company as now conducted. Except for the Rights-of-Way and the Headend Site, the Company is not aware of any easement or other real property interest, that is required, or that has been asserted by a Government Entity or other person to be required, to conduct the business and operations of the Company. The Company has delivered to Acquiror true and complete copies of all deeds, leases, easements, rights-of-way and other instruments pertaining to the Rights-of-Way and the Headend Site (including any and all amendments and other modifications of such instruments). All Rights-of-Way and the Headend Site (including the improvements thereon) (i) Except as would not be reasonably likely is in good condition and repair consistent with its present use, (ii) is available to have, individually or the Company for immediate use in the aggregate, a Company Material Adverse Effect, (A) either the Company or a Subsidiary conduct of the Company has good, defensible, marketable Company's business and insurable fee simple title to each real property owned by the Company or any Subsidiary, or (such property collectively, the “Company Owned Real Property”)operations, and (Biii) either the Company complies in all material respects with all applicable building or a Subsidiary of the Company has a good and valid leasehold interest in each lease, sublease and other agreement zoning codes and in each parcel the regulations of Company Leased Real Property, under or with respect to which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any real property (the “Company Leased Real Property” and such leases, subleases and other agreements are, collectively, the “Company Real Property Leases”), in each case, free and clear of all Liens, title defects or title exceptions other than any Permitted Tax Liens and Liens that are not material to the Company and its Subsidiaries, taken as a whole. Except as would not be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect, (1) each Company Real Property Lease is valid, binding and in full force and effect, subject to the limitation of such enforcement by the Bankruptcy and Equity Exception and (2) no uncured default on the part of the Company or, if applicable, its Subsidiary or, to the knowledge of the Company, the landlord thereunder, exists under any Company Real Property Lease, and no event has occurred or circumstance exists which, with the giving of notice, the passage of time, or both, would constitute a material breach or default under a Company Real Property Lease. Section 3.1(q)(i) of the Company Disclosure Letter contains a true and complete list as of the date hereof of all Company Owned Real Property that is material to the Company and its Subsidiaries, taken as a whole, by property address, and each Company Real Property Lease that is material to the Company and its Subsidiaries, taken as a whole, by the property addressGovernment Entity having jurisdiction.

Real Property. (i) Except Set forth on Schedule 5.01(r)(i) hereto is a complete and accurate list, as would not be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect, (A) either the Company or a Subsidiary of the Company date hereof, of all real property owned by any Loan Party or leased to any Loan Party under a ground lease (collectively, the "Owned Real Property"), showing as of the date ------------------- hereof the street address, county or other relevant jurisdiction, state, record owner and net book value thereof. Each Loan Party has good, defensible, marketable and insurable fee simple title to each real the property identified on Schedule 5.01(r)(i) as owned by the Company or any Subsidiary, or (such property collectively, the “Company Owned Real Property”), and (B) either the Company or a Subsidiary of the Company has a good and valid leasehold interest in each the property identified on Schedule 5.10(r)(i) as subject to a ground lease, sublease and other agreement and in each parcel of Company Leased Real Property, under or with respect to which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any real property (the “Company Leased Real Property” and such leases, subleases and other agreements are, collectively, the “Company Real Property Leases”), in each case, case free and clear of all Liens, title defects or title exceptions other than any Permitted Tax Liens and Liens that are not material created or permitted by the Loan Documents. With respect to the Company and its SubsidiariesOwned Real Property, taken as a whole. Except as (i) no Loan Party has entered into any contract for construction on any such parcel that is still in effect (other than contracts for (x) minor improvements which would not be reasonably likely give rise to have, individually any Lien (other than a Permitted Lien) on any Owned Real Property or in the aggregate, a Company Material Adverse Effect(y) maintenance), (1ii) each Company Real Property Lease is valid, binding and in full force and effect, subject to the limitation of such enforcement by the Bankruptcy and Equity Exception and (2) no uncured default on the part of the Company or, if applicable, its Subsidiary or, to the knowledge of the Loan Parties, the buildings and improvements located on each such parcel are located within the boundary lines of such parcel and are not in violation of applicable setback requirements, local comprehensive plan provisions, zoning laws and ordinances, building code requirements, permits, licenses or other forms of approval, regulation or restrictions by any applicable governmental authority, except to the extent that any such violation could not reasonably be expected to have a Material Adverse Effect, and do not encroach on any easement which may burden the land, (iii) to the knowledge of the Loan Parties, the land does not serve any adjoining property for any purpose inconsistent with the use of the land, (iv) except as may be shown on the preliminary title reports issued by Chicago Title Insurance Company with respect to the Owned Real Property, no such parcel is 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, (v) except as may be shown on the preliminary title reports issued by Chicago Title Insurance Company with respect to the Owned Real Property, there are no outstanding options or rights of first refusal or similar rights to purchase any such parcel or any portion thereof or interest therein; and (vi) all facilities located on each such parcel are supplied with utilities and other services necessary for their ownership, operation or use, all of which services are adequate and in accordance with all applicable laws, ordinances, rules and regulations. Chicago Title Insurance Company has provided the Administrative Agent with (x) a preliminary title report with respect to each Owned Real Property, and (y) a copy of each of the Schedule B exceptions listed therein. Except as may be shown on the preliminary title reports provided by Chicago Title Insurance Company, the landlord thereunderthere are no proceedings, exists under claims, disputes or conditions affecting any Company Real Property Lease, and no event has occurred or circumstance exists which, with the giving of notice, the passage of time, or both, would constitute a material breach or default under a Company Real Property Lease. Section 3.1(q)(i) of the Company Disclosure Letter contains a true and complete list as of the date hereof of all Company Owned Real Property that is material to might curtail or interfere with the Company and its Subsidiariesuse, taken as a whole, by property address, and each Company operation or ownership of such property. Neither the whole nor any portion of the Owned Real Property Lease that nor any other assets of any Loan Party is material subject to any governmental decree or order to be sold or is being condemned, expropriated or otherwise taken by any public authority with or without payment of compensation therefore, nor has any Loan Party received any notice of any such proposed condemnation, expropriation or taking. Each Loan Party has obtained all applicable permits required to use and operate all of the Company Owned Real Property in the manner in which the Owned Real Property is currently being used and its Subsidiaries, taken as a whole, by the property addressoperated.

Real Property. (i) Except Schedule 4.7 attached hereto contains a list and brief description of all real property leased by the Seller, as would not be reasonably likely well as all buildings and other structures and material improvements located on such real estate, including a brief description of the use to havewhich such property is being employed or for which it was intended and, individually or in the aggregatecase of any such property which is leased, a Company Material Adverse Effect, (A) either the Company or a Subsidiary name of the Company has goodlessor, defensible, marketable and insurable fee simple title to each real property owned by the Company or any Subsidiary, or (such property collectively, the “Company Owned Real Property”), and (B) either the Company or a Subsidiary requirement of consent of the Company has a good and valid leasehold interest in each leaselessor to assignment, sublease and other agreement and in each parcel of Company Leased Real Property, under termination date or notice requirement with respect to termination, annual rental and renewal or purchase options. With respect to real estate leased by the Seller, the Seller is the owner and holder of all the leasehold estates purported to be granted by such leases and all leases to which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any real property (the “Company Leased Real Property” and such leases, subleases and other agreements are, collectively, the “Company Real Property Leases”), in each case, free and clear of all Liens, title defects or title exceptions other than any Permitted Tax Liens and Liens that Seller is a party are not material to the Company and its Subsidiaries, taken as a whole. Except as would not be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect, (1) each Company Real Property Lease is valid, binding and in full force and effecteffect and constitute valid and binding obligations of the Seller and of the other parties thereto, subject enforceable in accordance with their terms. The Seller has made available to the limitation Buyer true and correct copies of all leases referred to on Schedule 4.7 attached hereto. Except as set forth on said Schedule 4.7 all improvements on such enforcement real estate conform to applicable federal, state, local and foreign laws and regulations (excluding applicable environmental and occupational safety and health laws and regulations which are addressed in Section 4.23 and Section 4.24 respectively) and zoning and building ordinances, and the properties are zoned for the various purposes for which such real estate is presently being used. Except as set forth on Schedule 4.7 attached hereto, all improvements on such real estate are in operating condition and repair and there does not exist any condition of the buildings and structures located on real property owned or leased by the Bankruptcy and Equity Exception and (2) no uncured default Seller, nor any appurtenances thereto or equipment therein, nor the operation or maintenance thereof, that violates in any manner any restrictive covenants or encroaches on any property owned by others nor does any building or structure of third parties encroach upon the part of the Company or, if applicable, its Subsidiary or, to the knowledge of the Company, the landlord thereunder, exists under any Company Real Property Lease, and no event has occurred property owned or circumstance exists which, with the giving of notice, the passage of time, or both, would constitute a material breach or default under a Company Real Property Lease. Section 3.1(q)(i) of the Company Disclosure Letter contains a true and complete list as of the date hereof of all Company Owned Real Property that is material to the Company and its Subsidiaries, taken as a whole, by property address, and each Company Real Property Lease that is material to the Company and its Subsidiaries, taken as a whole, leased by the Seller. No condemnation proceeding is pending or threatened which would preclude or impair the use of any such property addressby the Seller for the uses for which intended by it. The Seller does not own real property.

Real Property. (ia) Except as would not be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect, (ASchedule 2.1.13(a) either the Company or a Subsidiary of the Company has good, defensible, marketable Disclosure Schedule sets forth the street address (where appropriate) and insurable fee simple title to legal description of each parcel of real property owned by the Company or any Subsidiary, or (such property collectively, the “Company Owned Real Property”), and (B) either the Company or a Subsidiary as of the date hereof (the "Owned Properties"). The Company has a good good, valid and valid leasehold interest in each lease, sublease and other agreement and in each parcel of Company Leased Real Property, under or with respect marketable fee title to which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any real property (the “Company Leased Real Property” and such leases, subleases and other agreements are, collectively, the “Company Real Property Leases”), in each case, Owned Properties free and clear of all Liens, title defects except for Permitted Liens, and except for the Company, there are no Persons in possession or title exceptions other than occupancy of any Permitted Tax Liens and Liens that are not material to the Company and its Subsidiaries, taken as a whole. Except as would not be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect, (1) each Company Real Property Lease is valid, binding and in full force and effect, subject to the limitation of such enforcement by the Bankruptcy and Equity Exception and (2) no uncured default on the part of the Owned Properties or who have possessory rights with respect to any part of the Owned Properties. A complete copy of the real property Tax bills for the Owned Properties for the current tax year and bills received within the last year with respect to any special assessments by Governmental Entities affecting any of the Owned Properties have been delivered or made available to Buyer. All special assessments by Governmental Entities with respect to the Owned Properties which were due and payable prior to the date hereof have been paid in full. The Company orhas not received any written notice of, if applicablenor to the Knowledge of the Company is there, its Subsidiary orany proposed increase in the assessed valuation of any of the Owned Properties for Tax purposes. The uses being made of the Owned Properties are in material conformity in all material respects with the certificates of occupancy issued for the Owned Properties. The Owned Properties are in compliance in all material respects with all building, fire, zoning and other ordinances and regulations applicable thereto. The Owned Properties and the present use and condition thereof do not materially violate any applicable deed restrictions or other covenants, restrictions or agreements, site plan approvals, zoning or subdivision regulations or urban redevelopment plans applicable thereto, as modified by any duly issued variances. Neither the Company nor, to the knowledge Knowledge of the Company, any other party to any reciprocal easement agreement affecting any of the landlord thereunder, exists under any Company Real Property LeaseOwned Properties is in default thereunder which default has had or will have a material impact on the Company, and no event has occurred or circumstance exists which, with the giving of notice, the passage lapse of time, time or both, would constitute such a default thereunder. All maintenance payments with respect to such reciprocal easement agreements which were due and payable by the Company prior to the date hereof have been paid. No building or other improvement which is part of any of the Owned Properties encroaches, in any material breach respect, upon any property owned by any adjacent landowner or default under a Company Real Property Leaseupon any real property interest held by any other Person with respect to any of the Owned Properties (including easements on the Owned Properties) or upon any setback lines or similar encumbrances and no asset of any other Person encroaches upon the Owned Properties, except such encroachments, if any, which do not, individually or in the aggregate, materially detract from the value, or impair in any significant way the current use of, the property subject thereto. Section 3.1(q)(i) Except for the water well located on the Owned Properties, all water, sewer, gas, electricity, telephone and other utilities serving the Owned Properties are supplied directly to the Owned Properties by facilities of public utilities and are adequate for the full operation of the businesses of the Company Disclosure Letter contains a true and complete list as the Company Subsidiaries. To the Knowledge of the date hereof Company, no Governmental Entity nor any other Person plans to change any access from any highway or road to any of all Company the Owned Real Property that is material Properties or plans any improvements which might result in a special assessment against any of the Owned Properties. Each parcel of Owned Properties abuts on and has direct vehicular access to the Company and its Subsidiariesa public road, taken as or has access to a wholepublic road via a permanent, by property addressirrevocable, appurtenant easement benefiting such parcel, and each Company Real Property Lease that access to such Owned Properties is material provided by paved public right-of-ways with adequate curb cuts available. There are no outstanding options or rights of first refusal to purchase the Company and its SubsidiariesOwned Properties, taken as a whole, by the property addressor any portion thereof or interest therein.

Real Property. The Company has valid leasehold interests in all of the real property which it holds under the leases described in Schedule 4.15 of the Disclosure Schedules (icollectively, the “Leased Real Property”), which leasehold interests are in each case free and clear of all Encumbrances, except for Permitted Exceptions. Following completion of the transactions contemplated herein, the Company shall continue to have valid leasehold interests in all of the real property which it holds under the leases described in Schedule 4.15 of the Disclosure Schedules, in each case free and clear of all Encumbrances except Permitted Exceptions. The Leased Real Property constitutes all real properties used or occupied by the Company or reflected on the Financial Statements. With respect to the Leased Real Property: (a) Except the Company has use of all easements and rights necessary to conduct the Business; (b) no portion thereof is subject to any pending, or to the Knowledge of the Key Employees any threatened, condemnation proceeding or other proceeding by any public authority; (c) the Building and structures, including heating, ventilation and air conditioning systems, roof, foundation and floors, are in good operating condition and repair, subject only to ordinary wear and tear; (d) the Building and structures are not, and the operation of the Business at the Leased Real Property is not, in violation of any zoning or other Requirements of Laws (including obtaining all approvals of any Governmental Body, including Governmental Permits, required in the operation thereof), except for such violations as do not and would not reasonably be reasonably likely to haveexpected to, individually or in the aggregate, result in a Company Material Adverse Effect; (e) there are no leases, (A) either subleases, licenses, concessions or other agreements, written or oral, granting to any party or parties the Company right of use or a Subsidiary occupancy of the Company has good, defensible, marketable and insurable fee simple title to each real property owned by the Company or any Subsidiary, or (such property collectively, the “Company Owned Real Property”), and (B) either the Company or a Subsidiary portion of the Company has a good and valid leasehold interest in each lease, sublease and other agreement and in each any parcel of Company Leased Real Property, under or with respect to which ; and (f) the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any real property (the “Company Leased Real Property” and such leases, subleases Property is supplied with utilities and other agreements are, collectively, services necessary for the “Company Real Property Leases”), in each case, free and clear of all Liens, title defects or title exceptions other than any Permitted Tax Liens and Liens that are not material to the Company and its Subsidiaries, taken as a whole. Except as would not be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect, (1) each Company Real Property Lease is valid, binding and in full force and effect, subject to the limitation operation of such enforcement facilities as conducted by the Bankruptcy and Equity Exception and (2) no uncured default on the part of the Company or, if applicable, its Subsidiary or, to the knowledge of the Company, the landlord thereunder, exists under any Company Real Property Lease, and no event has occurred or circumstance exists which, with the giving of notice, the passage of time, or both, would constitute a material breach or default under a Company Real Property Lease. Section 3.1(q)(i) of the Company Disclosure Letter contains a true and complete list as of the date hereof of all Company Owned Real Property that is material to the Company and its Subsidiaries, taken as a whole, by property address, and each Company Real Property Lease that is material to the Company and its Subsidiaries, taken as a whole, by the property address.

Real Property. (i) Except as would not be reasonably likely to haveas, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect, Effect on Steel: (Aa) either the Company or a Subsidiary Steel and each of the Company its Subsidiaries has good, defensible, good and marketable and insurable indefeasible fee simple title (or the equivalent in any applicable foreign jurisdiction) to each and all of its owned real property owned by the Company or any Subsidiary, or (such property collectively, the “Company Owned Real Property”)property, and (B) either the Company or a Subsidiary of the Company has a good and valid leasehold interest in each leasetitle to all of its leased property pursuant to leases with third parties which are legal, sublease and other agreement binding, enforceable and in each parcel of Company Leased Real Property, under or full force and effect in accordance with respect to which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any real property (the “Company Leased Real Property” and such leases, subleases and other agreements are, collectively, the “Company Real Property Leases”)their terms, in each case, free and clear of all Liens and encumbrances, subject only to Permitted Liens, title defects (b) all such real property (i) complies with all applicable zoning and land use ordinances, laws and regulations, or title exceptions other than any Permitted Tax Liens is a valid nonconforming use thereunder, (ii) has sufficient access to a public road and Liens that are not material (iii) is improved with all necessary and sufficient buildings, structures and improvements sufficient for the continuation of its business as currently conducted, in accordance with all applicable Steel Permits and Applicable Laws with respect to the Company Steel and its Subsidiaries, taken as a whole. Except as would not be reasonably likely (c) there are no existing (or to haveSteel’s Knowledge, individually or in the aggregatethreatened) condemnation proceedings with respect to any such real property, a Company Material Adverse Effectand (d) with respect to all such leased real property, (1i) Steel and each Company Real Property Lease of its Subsidiaries is validin compliance with all material terms and conditions of each lease therefor, binding and in full force neither Steel nor any of its Subsidiaries has received any notice of default thereunder which is outstanding and effectremains uncured beyond any applicable period of cure, subject to (ii) the limitation possession and quiet enjoyment of such enforcement leased real property by Steel or each of its Subsidiaries has not been disturbed and there are no disputes with respect to such lease, (iii) Steel or any of its Subsidiaries has not subleased, licensed or otherwise granted any Person the Bankruptcy and Equity Exception right to use or occupy such leased real property or any portion thereof, and (2iv) no uncured default on the part Steel and each of its Subsidiaries have delivered to Copper and each of its Subsidiaries a true and complete copy of each such lease (including all amendments, extensions, renewals, guaranties and other agreements with respect thereto). Section 4.20 of the Company or, if applicable, its Subsidiary or, to the knowledge of the Company, the landlord thereunder, exists under any Company Real Property Lease, and no event has occurred or circumstance exists which, with the giving of notice, the passage of time, or both, would constitute a material breach or default under a Company Real Property Lease. Section 3.1(q)(i) of the Company Steel Disclosure Letter contains sets forth a true and complete list as of the date hereof of all Company Owned Real Property that is material to the Company leased and owned real property of Steel and its Subsidiaries, taken as a whole, by property address, and each Company Real Property Lease that is material to the Company and its Subsidiaries, taken as a whole, by the property address.

Real Property. (ia) Except Section 4.08(a) of the Seller Disclosure Schedule contains a list, as of the date hereof, of all leases, subleases and ground leases primarily used or held for use in the conduct of the Business (including all modifications, extensions or amendments thereto) under which Seller or one of its Subsidiaries is tenant (as so modified, extended or amended, the “Real Property Leases”; and the real property leased thereunder, the “Leased Real Property”). Subject to the circumstances described in the proviso to the following sentence, each of the Real Property Leases is in full force and effect and is enforceable in accordance with its terms against Seller or its Subsidiaries and, to the Knowledge of Seller, each other party thereto, except as where the failure of such Real Property Lease to be in full force and effect and enforceable has not had and would not reasonably be reasonably likely expected to have, individually or in the aggregate, a Company Material Adverse Effect, (A) either the Company or a Subsidiary of the Company has good, defensible, marketable and insurable fee simple title to each real property owned by the Company or any Subsidiary, or (such property collectively, the “Company Owned Real Property”), and (B) either the Company or a Subsidiary of the Company has a good and valid leasehold interest in each lease, sublease and other agreement and in each parcel of Company Leased Real Property, under or with respect to which the Company . Neither Seller or any of its Subsidiaries uses or occupies or has nor, to the right Knowledge of Seller, any other party to use or occupy any real property (the “Company Leased Real Property” and such leases, subleases and other agreements are, collectively, the “Company Real Property Leases”Lease is in breach or default under any Real Property Lease, and no event or condition has occurred that constitutes or would constitute (with or without notice or lapse of time or both), a breach or 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 breach, default, event or condition, except, in each case, free for any such breach, default, event or condition that, individually or in the aggregate, has not had and clear of all Liens, title defects or title exceptions other than any Permitted Tax Liens and Liens that are not material to the Company and its Subsidiaries, taken as a whole. Except as would not reasonably be reasonably likely expected to have, individually or in the aggregate, a Company Material Adverse Effect; provided, (1) each Company that, for purposes of this sentence, it shall not be a default with respect to any such Real Property Lease if such Real Property Lease is valid, binding and not in full force and effect, subject effect on the applicable Closing Date because (x) its term has ended pursuant to the limitation of terms thereof or (y) the other party under such enforcement by the Bankruptcy and Equity Exception and (2) no uncured default on the part of the Company or, if applicable, its Subsidiary or, to the knowledge of the Company, the landlord thereunder, exists under any Company Real Property Lease, and no event has occurred or circumstance exists which, with the giving of notice, the passage of time, or both, would constitute a material breach or default under a Company Real Property Lease. Section 3.1(q)(i) of the Company Disclosure Letter contains a true and complete list as of the date hereof of all Company Owned Real Property that is material to the Company and its Subsidiaries, taken as a whole, by property address, and each Company Real Property Lease that is material to the Company and has terminated such Real Property Lease for any reason other than a default by Seller or any of its Subsidiaries, taken as a whole, by the property addressSubsidiaries thereunder.

Real Property. Each Note Party has good, valid and marketable fee simple title to all owned Real Property material to its business, or that constitutes (or is required pursuant to the terms hereof to constitute) Collateral, and a valid, binding and enforceable leasehold interest in each Leasehold Interest material to its business, or that constitutes (or is required pursuant to the terms hereof to constitute) Collateral, except for (i) Except as would not be reasonably likely to haveminor defects in title that do not, individually or in the aggregate, interfere with its ability to conduct its business as currently conducted or to utilize such properties for their intended purposes and (ii) Permitted Encumbrances. All Real Property and all other property material to its business, or that constitutes (or is required pursuant to the terms hereof to constitute) Collateral, is in good operating condition and repair for the use for which they are currently employed (normal wear and tear and casualty excepted and except as may be disposed of in accordance with the terms of this Agreement) and has been maintained in accordance with industry standards and in conformity in all material respects with all Applicable Laws, except where the failure to do so could not reasonably be expected to have a Company Material Adverse Effect. No subleases, (A) either the Company licenses or a Subsidiary of the Company has good, defensible, marketable and insurable fee simple title to each real property owned by the Company or other occupancy agreements exist whereby any Subsidiary, or (such property collectively, the “Company Owned Real Property”), and (B) either the Company or a Subsidiary of the Company has a good and valid leasehold interest in each lease, sublease and person other agreement and in each parcel of Company Leased Real Property, under or with respect to which the Company or than any of its Subsidiaries Note Party uses or occupies or has the a right to use or occupy or to acquire any real property Real Property (the “Company Leased or interest in Real Property” and such leases) set forth on Schedule 11 of the Perfection Certificate, subleases and other agreements areincluding, collectivelybut not limited to, the “Company rights of first refusal, rights of first offer or any option. Each Note Party has substantially performed all of their obligations under any Real Property Leases”)agreement or other occupancy agreement. There is no Default or event that has occurred which, in each casewith the passage of time, free would ripen into an Event of Default and clear the Note Parties have not received any notice (whether written or verbal) of all Liens, title defects or title exceptions other than any Permitted Tax Liens and Liens that such Default. There are not material to the Company and its Subsidiaries, taken as a whole. Except as would not be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect, (1) each Company Real Property Lease is valid, binding and in full force and effect, subject to the limitation of such enforcement by the Bankruptcy and Equity Exception and (2) no uncured default on the part of the Company or, if applicable, its Subsidiary pending or, to the knowledge of the Companyany Note Party, the landlord thereunder, exists under threatened condemnation or eminent domain proceedings relating to any Company such Real Property Leasematerial to its business, or that constitutes (or is required pursuant to the terms hereof to constitute) Collateral. Each Real Property as currently used, held or occupied, and no event has occurred or circumstance exists which, with the giving of notice, the passage of time, or both, would constitute a material breach or default under a Company Real Property Lease. Section 3.1(q)(i) conduct of the Company Disclosure Letter contains business thereon, as currently conducted, complies in all material respects with all deed restrictions and Applicable Laws including building codes, zoning, subdivision or other land use or similar Applicable Laws, except where the failure to do so could not reasonably be expected to have a true and complete list as of the date hereof of all Company Owned Real Property that is material to the Company and its Subsidiaries, taken as a whole, by property address, and each Company Real Property Lease that is material to the Company and its Subsidiaries, taken as a whole, by the property addressMaterial Adverse Effect.

Real Property. (a) Schedule 4.10(A) contains a brief description of (i) Except as would not be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect, (A) either the Company or a Subsidiary each parcel of the Company has good, defensible, marketable and insurable fee simple title to each real property owned by the Company or any Subsidiary, or (such property collectively, the “Company Owned Real Property”) (showing the record title holder, legal description, permanent index number, location, improvements, the uses being made thereof and any indebtedness secured by an Encumbrance thereon and (ii) each option held by the Company to acquire any real property. Except as set forth in Schedule 4.10(A), and (B) either the Company or a Subsidiary of the Company has a good good, marketable and valid leasehold interest insurable (at ordinary rates) title in each leasefee simple absolute to all Owned Real Property and to all buildings, sublease structures and other agreement and in each parcel of Company Leased Real Property, under or with respect to which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any real property (the “Company Leased Real Property” and such leases, subleases and other agreements are, collectively, the “Company Real Property Leases”)improvements thereon, in each case, case free and clear of all Liens, title defects or title exceptions other than any Permitted Tax Liens and Liens that are not material to the Company and its Subsidiaries, taken as a wholeEncumbrances. Except as would set forth on Schedule 4.10(A), the Company has fulfilled and performed in all material respects all its obligations, and all obligations binding upon any Owned Real Property, under each of the Encumbrances to which any Owned Real Property is subject, and the Company is not be reasonably likely to havein breach or default under, individually or in the aggregateviolation of or noncompliance with, a Company Material Adverse Effect, (1) each Company Real Property Lease is valid, binding and in full force and effect, subject to the limitation of any such enforcement by the Bankruptcy and Equity Exception and (2) no uncured default on the part of the Company or, if applicable, its Subsidiary or, to the knowledge of the Company, the landlord thereunder, exists under any Company Real Property LeaseEncumbrances, and no event has occurred and no condition or circumstance state of facts exists which, with the passage of time or the giving of notice, the passage of time, notice or both, would constitute such a material breach, default, violation or noncompliance. The consummation of the transactions contemplated by this Agreement will not result in any breach or violation of, default under a Company Real Property Lease. Section 3.1(q)(i) or noncompliance with, or any forfeiture or impairment of the Company Disclosure Letter contains a true and complete list as of the date hereof of all Company any rights under, any Encumbrance to which any Owned Real Property that is material subject, or require any consent, approval or act of, or the making of any filing with, any Person party to or benefited by or possessing the power or authority to exercise rights or remedies under or with respect to any such Encumbrance. All public utilities, including water, sewer, gas, electric, telephone and drainage facilities, give adequate service to the Company and its Subsidiaries, taken as a whole, by property addressOwned Real Property, and each Company the Owned Real Property Lease that is material has unlimited access to and from publicly dedicated streets, the responsibility for maintenance of which has been accepted by the appropriate Governmental Body. Complete and correct copies of any instruments evidencing Encumbrances, commitments for the issuance of title insurance, title opinions, surveys and appraisals in any Seller’s or the Company’s possession and any policies of title insurance currently in force and in the possession of the Sellers or the Company and its Subsidiaries, taken as a whole, with respect to each such parcel have heretofore been delivered by the property addressSellers to Buyer.

Real Property. (a) Except for mortgages, liens, security interests, encumbrances, options, rights, covenants, easements, leases, licenses, matters affecting title and other rights in favor of third parties disclosed in Part 2.11(a) of the Company Disclosure Schedule and except for liens for taxes, assessments and other governmental charges which are not due and payable or which, if payable, are not yet delinquent, or are being contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP, the Acquired Corporations own good and marketable fee simple title to the real property listed in Part 2.11(a) of the Company Disclosure Schedule (the "Land"), together with all improvements and buildings, structures and fixtures located thereon (collectively, the "Improvements") and together with all rights, privileges, easements, rights of way and appurtenances benefiting the Land and/or the Improvements or used or connected with the beneficial use or enjoyment of the Land and/ or the Improvements (the Land, the Improvements, and all such rights, privileges, easements, rights of way, and appurtenances are collectively referred to herein as the "Real Property"). The Real Property constitutes all of the real property owned by the Acquired Corporations. (b) There are now in full force and effect (i) Except as all Governmental Authorizations required by any Governmental Body in connection with the ownership, operation, use and maintenance of the Real Property, and (ii) all agreements, easements and other rights which are necessary to permit the full and lawful use and operation of the buildings and improvements on any of the Real Property, and (iii) the Company has not received any notice that any proceedings in eminent domain, for rezoning or otherwise which would affect the Real Property are pending or threatened with respect to the Real Property or any portion thereof, except for such failures to have in full force and effect or such proceedings that would not be reasonably likely to havehave a Material Adverse Effect. (c) All of the Improvements are structurally sound with no known material defects and are in good condition, order and repair and are not damaged by waste, fire, earthquake or earth movement or other casualty or other physical conditions that could, individually or in the aggregate, have a Company Material Adverse Effect, (A) either the Company or a Subsidiary and none of the Company has goodImprovements is in need of maintenance or repairs except for ordinary, defensible, marketable routine maintenance and insurable fee simple title to each real property owned by the Company or any Subsidiary, or (such property collectively, the “Company Owned Real Property”), and (B) either the Company or a Subsidiary of the Company has a good and valid leasehold interest in each lease, sublease and other agreement and in each parcel of Company Leased Real Property, under or with respect to which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any real property (the “Company Leased Real Property” and such leases, subleases and other agreements are, collectively, the “Company Real Property Leases”), in each case, free and clear of all Liens, title defects or title exceptions other than any Permitted Tax Liens and Liens repairs that are not material to the Company in nature or cost. (d) The Acquired Corporations maintain fire, flood, windstorm, hurricane and its Subsidiariescasualty insurance policies, taken as a whole. Except as would not be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect, with extended coverage (1) each Company Real Property Lease is valid, binding and in full force and effect, subject to the limitation of such enforcement by the Bankruptcy and Equity Exception and (2) no uncured default on the part reasonable deductibles), with licensed carriers sufficient to allow them to replace any of the Company or, if applicable, its Subsidiary or, to the knowledge of the Company, the landlord thereunder, exists under any Company Real Property Lease, and no event has occurred or circumstance exists which, with the giving of notice, the passage of time, or both, would constitute a material breach or default under a Company Real Property Lease. Section 3.1(q)(i) of the Company Disclosure Letter contains a true and complete list as of the date hereof of all Company Owned Real Property that is material to the Company and its Subsidiaries, taken as a whole, by property addressmight be damaged or destroyed, and each Company Real Property Lease that is material have liability insurance reasonably adequate to protect them and their financial condition against the Company and its Subsidiaries, taken as a whole, by the property address.risks involved in 14

Real Property. (i) Except as would not be reasonably likely to have, individually or There is listed in the aggregate, a Company Material Adverse Effect, (A) either the Company or a Subsidiary Section 3.5.1 of the Company Disclosure Schedule a description of each parcel of real property leased to or owned by a Company (collectively, "Real Property"), which description shall consist of a legal description for each item of Real Property owned by a Company and a street address for any other Real Property. Seller has good, defensible, marketable and insurable fee simple or leasehold title to each real property owned by the Company or any Subsidiary, or (such property collectively, the “Company Owned Real Property”), and (B) either the Company or a Subsidiary of the Company has a good and valid leasehold interest in each lease, sublease and other agreement and in each parcel of Company Leased Real Property, under or with respect to which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any real property (the “Company Leased Real Property” and such leases, subleases and other agreements are, collectively, the “Company Real Property Leases”), in each case, free and clear of all Liensliens, title defects or title exceptions encumbrances and other restrictions other than any Permitted Tax Liens and Liens that are not material to the Company and its Subsidiaries, taken as a whole. Except as would not be reasonably likely to have, individually or disclosed in the aggregate, a Company Material Adverse Effect, (1) each Company Real Property Lease is valid, binding and in full force and effect, subject to the limitation of such enforcement by the Bankruptcy and Equity Exception and (2) no uncured default on the part Section 3.5.1 of the Company orDisclosure Schedule. Each of the leases described therein is a valid and binding obligation of the Company that is party thereto, if applicableand Seller does not have any knowledge that any of said leases is not a valid and binding obligation of each of the other parties thereto. The Companies are not and Seller has no knowledge that any other party to any such lease is, its Subsidiary in default with respect to any material term or condition thereof, and Seller has no knowledge that any event has occurred which through the passage of time or the giving of notice, or both, would constitute a default thereunder or would cause the acceleration of any obligation of any party thereto. All of the buildings, STOCK PURCHASE AGREEMENT 6 10 fixtures and other improvements located on the Real Property are in good operating condition and repair, and the occupying Company holds valid and effective certificates of occupancy, underwriters' certificates relating to electrical work, building, safety, fire and health approvals and all other permits and licenses required by applicable law relating to the operation of such real properties and leaseholds. To the knowledge of Seller, no Company has received notice that the operation of such Company's business at the Real Property as presently conducted is in violation of any applicable building code, zoning ordinance or other law or regulation. The Seller has good and valid rights of ingress and egress to and from all Real Property from and to the public street systems for all usual street, road and utility purposes. There are no pending or, to the knowledge of the CompanySeller, threatened condemnation, fire, health, safety, building, zoning or other land use regulatory proceedings, lawsuits or administrative actions relating to any portion of the landlord thereunder, exists under any Company Real Property Leaseor any other matters which do or may adversely affect the current use, and no event has occurred occupancy or circumstance exists which, with the giving of notice, the passage of time, or both, would constitute a material breach or default under a Company Real Property Leasevalue thereof. Except as set forth on Section 3.1(q)(i) 3.5.1 of the Company Disclosure Letter contains a true and complete list as Schedule, there are no parties in possession of any of the date hereof of all Company Owned Real Property that is material to other than the Company and its Subsidiaries, taken as Companies. None of the leases constituting a whole, by property address, and each Company part of the Real Property Lease that is material to requires the Company and its Subsidiaries, taken as a whole, by consent or approval of any party thereto in connection with the property addressconsummation of the transactions contemplated hereby.

Real Property. (i) Except a. Schedule 4.6 includes a complete list of all Real Property and Real Property Leased of each of the Sellers and their respective Subsidiaries, together with a description of the ownership or leasehold interest therein. To the Knowledge of each of the Sellers, the activities carried on in all buildings, plants, facilities, installations, fixtures and other structures or improvements included as would part of, or located on or at such property, and the buildings, plants, facilities, installations, fixtures and other structures or improvements themselves, are not be reasonably likely to havein violation of, individually or in conflict with, any applicable zoning, or health regulations or ordinance or any other Applicable Law. No parcel of land included in such property relies on or regularly makes use of access to the aggregate, a Company Material Adverse Effect, (A) either the Company nearest public road or a Subsidiary of the Company has good, defensible, marketable and insurable fee simple title to each real property right-of-way over land owned by others, except where such access is by means of one or more valid recorded easements not subject to divestiture, the Company terms of which have been disclosed in writing to Buyer prior to the date hereof. All covenants or other restrictions (if any) to which any Subsidiary, or (of such property collectivelyis subject are being in all respects property performed and observed and, except for covenants contained in the “Company Owned Real Property”), and (B) either the Company or a Subsidiary of the Company has a good and valid leasehold interest in each lease, sublease and other agreement and in each parcel of Company Leased Real Property, under or with respect to which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any real property (the “Company Leased Real Property” and such leases, subleases and other agreements are, collectively, the “Company Real Property Leases”), in do not provide for forfeiture or reversion of title if violated, and each case, free and clear of all Liens, title defects or title exceptions other than any Permitted Tax Liens and Liens that are not material to the Company and its Subsidiaries, taken as a whole. Except as would not be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect, (1) each Company Real Property Lease is valid, binding and in full force and effect, subject to the limitation of such enforcement by the Bankruptcy and Equity Exception and (2) no uncured default on the part of the Company or, if applicable, its Subsidiary or, Sellers have not received any notice of violation (or claims violations) thereof. BBSI has delivered to the knowledge of the Company, the landlord thereunder, exists under any Company Real Property Lease, and no event has occurred or circumstance exists which, with the giving of notice, the passage of time, or both, would constitute a material breach or default under a Company Real Property Lease. Section 3.1(q)(i) of the Company Disclosure Letter contains a Buyer true and complete list as copies of the date hereof most recent title insurance policies and surveys (if any) for the Real Property in the possession of any of the Sellers together with copies of all Company Owned Real Property that is material reports (if any) prepared within the last twelve (12) month period immediately preceding the date hereof, of any engineers, environmental consultants or other consultants in its possession specifically relating to the Company and its Subsidiaries, taken as a whole, by property address, and each Company Real Property Lease that is material to the Company and its Subsidiaries, taken as a whole, by the property addressany of such property.

Real Property. (i) Except as would The Inso Subs do not be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect, (A) either the Company or a Subsidiary of the Company has good, defensible, marketable and insurable fee simple title to each real property owned by the Company or own any Subsidiary, or (such property collectively, the “Company Owned Real Property”), . Schedule 8.01(f) contains a complete and (B) either accurate list of all leases pursuant to which the Company or a Subsidiary of the Company has a good and valid leasehold interest in each lease, sublease and other agreement and in each parcel of Company Leased Inso Subs lease Real Property, under which list includes a statement as to any requirements for the consent of third parties to assignments or with respect to which the Company or any changes of its Subsidiaries uses or occupies or has the right to use or occupy any real property (the “Company Leased Real Property” and such leases, subleases and other agreements are, collectively, the “Company Real Property Leases”), control thereof. The leases listed in each case, free and clear Part A of all Liens, title defects or title exceptions other than any Permitted Tax Liens and Liens that Schedule 8.01(f) are not material to the Company and its Subsidiaries, taken as a whole. Except as would not be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect, (1) each Company Real Property Lease is valid, binding and in full force and effecteffect and have not been changed, subject to the limitation altered, or modified, except as indicated in Schedule 8.01(f), and there is no state of such enforcement by the Bankruptcy and Equity Exception and (2) no uncured default on the part facts as of the Company ordate hereof, if applicable, its Subsidiary or, to the knowledge of the Company, the landlord thereunder, exists under any Company Real Property Lease, and no event has occurred or circumstance exists which, with the giving of notice, the notice or passage of time, or both, would constitute a material breach or default under a any such Leases. Except as set forth in Schedule 8.01(f), there are no current or pending special assessments against any parcel of Real Property. The Inso Subs and Company have not granted to any Person any right of first refusal, right of first opportunity, option or similar rights to purchase the Inso Subs' leasehold estate in any parcel of Real Property. The Inso Subs and Company have not received notice from any insurance company that it will require alteration of the Real Property Lease. Section 3.1(q)(i) for continuance of a policy insuring the Real Property or the maintenance of rates with respect thereto nor has it entered into any, and to the knowledge of the Company Disclosure Letter Inso Subs or Company, there is no, development agreement or agreement that limits the Inso Subs' ability to protest taxes, fixes minimum taxes or requires continued business operations. All water, sewer, gas, electric, telephone, drainage and other utility equipment, facilities and services now used for the operation of each parcel of the Real Property are adequate to service the Inso Subs' use of such property. Except with respect to Environmental Laws, as to which separate representations and warranties are made in Section 8.01(k), the leased premises of the Real Property is in compliance with all applicable federal, state and local Laws, including without limitation the ADA, and all applicable insurance requirements to the extent compliance is the responsibility of the Inso Subs under the applicable lease except, in each case and in the aggregate, where the failure of the Real Property to be in compliance would not have a Material Adverse Effect. Except for the Real Property subject to the leases listed on Schedule 8.01(f), and public roads, and except for home-based offices utilized by IED employees in connection with the performance of their employment duties, no real property is regularly used in the operation of the Inso Subs' business. Schedule 8.01(f) contains a true complete and complete accurate list as of all leases for real property terminated by either of the date hereof of all Company Owned Real Property that is material to Inso Subs, or by the Company and its Subsidiarieson behalf of either of the Inso Subs, taken as a wholesince January 1, by property address1998, and each Company Real Property Lease that is material including the termination date of any such lease. The Inso Subs have no liabilities or obligations related to the Company and its Subsidiaries, taken as a whole, by the property addressany such terminated leases for real property.

Real Property. (i) Except Attached hereto as would not be reasonably likely to haveSchedule 7.20 and thereby made a ------------- ------------- part hereof is an accurate, individually or in the aggregate, a Company Material Adverse Effect, (A) either the Company or a Subsidiary current and complete list of all of the Company has good, defensible, marketable and insurable fee simple title to each real property owned used or occupied by the Company or any Subsidiaryof its Subsidiaries, or (such property collectivelyindicating, the “Company Owned Real Property”), and (B) either the Company or a Subsidiary of the Company has a good and valid leasehold interest in each lease, sublease and other agreement and in with respect to each parcel of Company Leased Real Propertyreal property, under whether (i) the respective Property is owned or with respect to which leased (and if leased, the term of such lease and the nature and extent of the operations of the Company or any of its Subsidiaries uses conducted or occupies to be conducted on such real property), (ii) the identity of the owner and lessee, (iii) the sums payable or has receivable by the right to use Company or occupy any of its Subsidiaries in respect thereof, and (iv) where such real property is located. There are no encroachments onto any real property (owned by the “Company, and none of the real property owned by the Company Leased Real Property” encroaches upon any easement areas, adjoining property or public or private streets, roads or highways. All of the Properties owned by the Company or any of its Subsidiaries constituting real property abut on and have both legal and physical direct vehicular and pedestrian access to a public road, street or highway. Except as set forth on Schedule 7.20, none of such leasesreal properties is located within a 100 year or any ------------- other flood plain district, subleases or has suffered any material damage by fire or other casualty which has not been completely restored and repaired or replaced by items of similar quality. All buildings, improvements and other agreements arestructures are located entirely within the boundary lines of the real property upon which they are situated and have been constructed in accordance with all relevant zoning, collectivelybuilding, setback and other Laws and governmental requirements, the “Company Real Property Leases”)terms and conditions contained in all private agreements affecting such real property, in each caseand the plans, free specifications and clear working drawings relating thereto. The current use of all Liens, title defects or title exceptions other than any Permitted Tax Liens and Liens that are not material to such real property by the Company and its SubsidiariesSubsidiaries complies with (i) all applicable legal requirements (and neither the Company nor the relevant Subsidiary is a non-conforming user of such real property), taken as and (ii) all requirements of the board of fire underwriters, in each case except where noncompliance could not reasonably be expected to have a whole. Except as would not be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect. All permits, licenses, variances, certificates (1including, without limitation, certificates of occupancy) each Company Real Property Lease is validand other Authorizations required for the current manner of occupancy, binding use and operation of such real properties and for the lawful conduct of all businesses presently being conducted thereat or therefrom have been obtained and are in full force and effect, subject to the limitation of such enforcement by the Bankruptcy and Equity Exception and (2) no uncured default on the part . All of the Company or, if applicable, its Subsidiary or, to the knowledge of the Company, the landlord thereunder, exists under any Company Real Property Lease, and no event has occurred or circumstance exists which, with the giving of notice, the passage of time, or both, would constitute a material breach or default under a Company Real Property Lease. Section 3.1(q)(i) of the Company Disclosure Letter contains a true and complete list as of the date hereof of all Company Owned Real Property that is material to the Company and its Subsidiaries, taken as a whole, by property addressimprovements are furnished with, and each Company Real Property Lease that of the spaces contained therein is material connected to, heating, ventilating, air-conditioning, mechanical, electrical and plumbing systems and other appliances, facilities and equipment, suitable for the purposes for which they currently are being used. All of such systems, facilities and equipment now are and shall continue to be maintained in good repair, working order and operating condition. The current use of such real properties is consistent with the certificate of occupancy and any other declarations, restrictions, covenants, conditions or easements affecting the same. All improvements now are and hereafter shall continue to be kept free of structural defects and termite and other pest infestations. No construction or other work or any supplies or materials, in either case for which a Lien at any time hereafter could be filed and gain priority over the Lien of any of the Loan Documents, either are required to be undertaken or already have been performed on or delivered to all or any part of such real properties (or any other real property where all or any portion of the Collateral may be used, kept or stored) but remain unpaid. Water, sewer, gas, electric, telephone, drainage and other utilities and services required by Law for the present use and operation of such real property are available at such real property and have been connected to the improvements situated thereon pursuant to valid Authorizations, are in good repair, operating condition and working order and are adequate to service such real properties in a manner consistent with the present use being made thereof. All roads and sidewalks necessary for the full utilization of such real properties for their current purposes have been completed and dedicated to public use and accepted by all Governmental Authorities or are the subject of access easements for the benefit of such real property. All reciprocal easement agreements affecting any real property are in full force and effect and neither the Company nor any of its Subsidiaries is aware of any default thereunder. Each parcel of real property, including each lease, has adequate available parking to meet legal and its Subsidiaries, taken as a whole, by the property addressoperating requirements.

Real Property. a. The Disclosure Schedule, Section 5.6 contains a true and correct description of the Real Property. Seller has provided Buyer with a true, complete and correct copy of each lease under which a leasehold interest is owned by any Transferred Subsidiary (hereinafter referred to as the "Leases"). Except as set forth on the Disclosure Schedule, Section 5.6, (i) Except as would not be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect, (A) either the Company or a Subsidiary of the Company has good, defensible, marketable and insurable fee simple title to each real property owned by the Company or any Transferred Subsidiary, and to Seller's Knowledge, each other Person that has any obligation or (such property collectively, the “Company Owned Real Property”)liability under any Lease is, and (B) either the Company or a Subsidiary of the Company at all times since June 30, 2002, has a good and valid leasehold interest in each lease, sublease and other agreement and in each parcel of Company Leased Real Property, under or with respect to which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any real property (the “Company Leased Real Property” and such leases, subleases and other agreements are, collectively, the “Company Real Property Leases”)been, in compliance with all applicable terms and requirements of each casesuch contract or lease; (ii) to Seller's Knowledge, free and clear of all Liens, title defects or title exceptions other than any Permitted Tax Liens and Liens that are not material to the Company and its Subsidiaries, taken as a whole. Except as would not be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect, (1) each Company Real Property Lease is valid, binding and in full force and effect, subject to the limitation of such enforcement by the Bankruptcy and Equity Exception and (2) no uncured default on the part of the Company or, if applicable, its Subsidiary or, to the knowledge of the Company, the landlord thereunder, exists under any Company Real Property Lease, and no event has occurred or circumstance exists which(including the creation of this Agreement and 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 any Transferred Subsidiary 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, 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. None of Seller, the Transferred Subsidiaries, or, to Seller's Knowledge, any other Affiliates of any of the Transferred Subsidiaries, has given or received from any other Person, at any time since June 30, 2002, any notice or other communication (whether oral or written) regarding any 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 Disclosure Schedule, Section 5.6, there are no consents or notices required under the Leases requiring the consent of or notice to any Person to the transactions contemplated hereby. To Seller's Knowledge, there are no negotiations of, attempts to renegotiate or outstanding rights to renegotiate any material amounts paid or payable to or by any Transferred Subsidiary under any Leases. Except for the Leases, there are no other written leases with respect to the Real Property or occupancy agreements to which Seller, any Transferred Subsidiary or, to Seller's Knowledge, any other Affiliate of a Transferred Subsidiary, is a party affecting the Business or necessary for any Transferred Subsidiary to conduct 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 giving of noticeoperation thereof and have been operated and maintained in accordance with the applicable Legal Requirements, except where the passage of timefailure to obtain such approval, or both, would constitute to so operate or maintain such facilities will not have a material breach or default under a Company Real Property Lease. Section 3.1(q)(i) of the Company Disclosure Letter contains a true and complete list as of the date hereof of all Company Owned Real Property that is material to the Company and its Subsidiaries, taken as a whole, by property address, and each Company Real Property Lease that is material to the Company and its Subsidiaries, taken as a whole, by the property addressMaterial Adverse Effect.

Real Property. (i) Except as would not be reasonably likely to haveas, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect, Effect on Copper: (Aa) either the Company or a Subsidiary Copper and each of the Company its Subsidiaries has good, defensible, good and marketable and insurable indefeasible fee simple title (or the equivalent in any applicable foreign jurisdiction) to each and all of its owned real property owned by the Company or any Subsidiary, or (such property collectively, the “Company Owned Real Property”)property, and (B) either the Company or a Subsidiary of the Company has a good and valid leasehold interest in each leasetitle to all of its leased property pursuant to leases with third parties which are legal, sublease and other agreement binding, enforceable and in each parcel of Company Leased Real Property, under or full force and effect in accordance with respect to which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any real property (the “Company Leased Real Property” and such leases, subleases and other agreements are, collectively, the “Company Real Property Leases”)their terms, in each case, free and clear of all Liens and encumbrances, subject only to Permitted Liens, title defects (b) all such real property (i) complies with all applicable zoning and land use ordinances, laws and regulations, or title exceptions other than any Permitted Tax Liens is a valid nonconforming use thereunder, (ii) has sufficient access to a public road and Liens that are not material (iii) is improved with all necessary and sufficient buildings, structures and improvements sufficient for the continuation of its business as currently conducted, in accordance with all applicable Copper Permits and Applicable Laws with respect to the Company Copper and its Subsidiaries, taken as a whole. Except as would not be reasonably likely (c) there are no existing (or to haveCopper’s Knowledge, individually or in the aggregate, a Company Material Adverse Effectthreatened) condemnation proceedings with respect to any such real property and (d) with respect to all such leased real property, (1i) Copper and each Company Real Property Lease of its Subsidiaries is validin compliance with all material terms and conditions of each lease therefor, binding and in full force neither Copper nor any of its Subsidiaries has received any notice of default thereunder which is outstanding and effectremains uncured beyond any applicable period of cure, subject to (ii) the limitation possession and quiet enjoyment of such enforcement leased real property by Copper or each of its Subsidiaries has not been disturbed and there are no disputes with respect to such lease, (iii) Copper or any of its Subsidiaries has not subleased, licensed or otherwise granted any Person the Bankruptcy and Equity Exception right to use or occupy such leased real property or any portion thereof, and (2iv) no uncured default on the part Copper and each of its Subsidiaries have delivered to Steel and each of its Subsidiaries a true and complete copy of each such lease (including all amendments, extensions, renewals, guaranties and other agreements with respect thereto). Section 5.20 of the Company or, if applicable, its Subsidiary or, to the knowledge of the Company, the landlord thereunder, exists under any Company Real Property Lease, and no event has occurred or circumstance exists which, with the giving of notice, the passage of time, or both, would constitute a material breach or default under a Company Real Property Lease. Section 3.1(q)(i) of the Company Copper Disclosure Letter contains sets forth a true and complete list as of the date hereof of all Company Owned Real Property that is material to the Company leased and owned real property of Copper and its Subsidiaries, taken as a whole, by property address, and each Company Real Property Lease that is material to the Company and its Subsidiaries, taken as a whole, by the property address.

Real Property. (iSchedule 4.1(o) Except as would not be reasonably likely to have, individually or contains accurate descriptions of all real property in the aggregate, a Company Material Adverse Effect, (A) either the Company or a Subsidiary respect of which each of the Company has goodPurchased Companies holds an interest, defensiblewhether freehold, marketable and insurable fee simple title to each real leasehold or otherwise. All of such property owned is zoned under the applicable zoning laws of the municipality in which it is located for the present use of such property by the Company or any Subsidiary, or (such property collectively, the “Company Owned Real Property”), and (B) either the Company or a Subsidiary of the Company has a good and valid leasehold interest in each lease, sublease and other agreement and in each parcel of Company Leased Real Property, under or with respect to which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any real property (the “Company Leased Real Property” and such leases, subleases and other agreements are, collectively, the “Company Real Property Leases”), in each case, free and clear of all Liens, title defects or title exceptions other than any Permitted Tax Liens and Liens that are not material to the Company and its Subsidiaries, taken as a whole. Except as would not be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect, (1) each Company Real Property Lease is valid, binding and in full force and effect, subject to the limitation of such enforcement by the Bankruptcy and Equity Exception and (2) no uncured default on the part of the Company or, if applicable, its Subsidiary orBusiness and, to the knowledge of the CompanySellers, there are no plans, notices of intent or pending bylaws by a Governmental Entity which, if implemented, would materially affect the landlord thereunderuse of such property by the Business as currently conducted or adversely affect the Sellers' ability, exists in any material way, to construct planned improvements thereon. Neither the Sellers nor any of the Purchased Companies has received any written notice or is aware of any material facts or circumstances relating to such properties, related to any actual or proposed condemnation, expropriation or dedication proceeding which have not been disclosed to the Purchaser and which might, if disclosed, be reasonably expected to materially affect the use of such property by the Business as currently conducted. None of the Purchased Companies is a party to or bound by any leases of real property other than those referred to in Schedule 4.1(o) and, to the knowledge of the Sellers, all interests held whether as owner or as lessee are free and clear of all Encumbrances except for Encumbrances that would not have a Material Adverse Effect on the Business as currently conducted and the Encumbrances set out in Schedule 4.1(k). All rental and other payments required to be paid under such leases have been duly paid and there is not otherwise any material default in meeting its obligations under any Company Real Property Lease, and no event has occurred or circumstance exists which, with the giving of notice, the passage of time, or both, would constitute a material breach or default under a Company Real Property Lease. Section 3.1(q)(i) of the Company Disclosure Letter contains a true and complete list as of the date hereof of all Company Owned Real Property that is material to the Company and its Subsidiaries, taken as a whole, by property address, and each Company Real Property Lease that is material to the Company and its Subsidiaries, taken as a whole, by the property address.such lease;

Real Property. (a) Schedule 4.11(a) contains a brief description of (i) each parcel of real property owned by an Acquired Company (the "Owned Real Property") (showing the record title holder, legal description, permanent index number, location, improvements, the uses being made thereof and any indebtedness secured by an Encumbrance thereon) and (ii) each option held by an Acquired Company to acquire any real property. Except as would not be reasonably likely to haveset forth in Schedule 4.11(a), individually or in the aggregate, a Company Material Adverse Effect, (A) either the Company or a Subsidiary of the each Acquired Company has good, defensible, marketable and insurable (at ordinary rates) title in fee simple title absolute to all Owned Real Property held of record by such Acquired Company and to all buildings, structures and other improvements thereon, in each real property owned by the case free and clear of all Encumbrances, except for Permitted Encumbrances. Except as set forth on Schedule 4.11(a), each Acquired Company or has fulfilled and performed in all material respects all its obligations, and all obligations binding upon any Subsidiary, or (such property collectively, the “Company Owned Real Property”, under each of the Encumbrances to which any Owned Real Property is subject, and, to the Knowledge of Seller, no Acquired Company is in breach or default under, or in violation of or noncompliance with, any such Encumbrances, and to the Knowledge of Seller, no event has occurred and no condition or state of facts exists which, with the passage of time or the giving of notice or both, would constitute such a breach, default, violation or noncompliance. Except as set forth on Schedule 4.11(a), each Owned Real Property has received all Governmental Authorizations required in connection with the operation thereof and has been operated and maintained in all material respects in accordance with all Legal Requirements (B) either the Company or a Subsidiary including all Legal Requirements relating to zoning). The consummation of the Company has a good and valid leasehold interest Contemplated Transactions by this Agreement will not result in each leaseany breach or violation of, sublease and other agreement and in each parcel default under or noncompliance with, or any forfeiture or impairment of Company Leased any rights under, any Encumbrance to which any Owned Real PropertyProperty is subject, or require any consent, approval or act of, or the making of any filing with, any Person party to or benefited by or possessing the power or authority to exercise rights or remedies under or with respect to which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any real property (the “Company Leased Real Property” and such leases, subleases and other agreements are, collectively, the “Company Real Property Leases”), in Encumbrance. All public utilities currently utilized at each case, free and clear of all Liens, title defects or title exceptions other than any Permitted Tax Liens and Liens that are not material to the Company and its Subsidiaries, taken as a whole. Except as would not be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect, (1) each Company Real Property Lease is valid, binding and in full force and effect, subject to the limitation of such enforcement by the Bankruptcy and Equity Exception and (2) no uncured default on the part of the Company or, if applicable, its Subsidiary or, to the knowledge of the Company, the landlord thereunder, exists under any Company Real Property Lease, and no event has occurred or circumstance exists which, with the giving of notice, the passage of time, or both, would constitute a material breach or default under a Company Real Property Lease. Section 3.1(q)(i) of the Company Disclosure Letter contains a true and complete list as of the date hereof of all Company Owned Real Property that is material give adequate service to the Company and its Subsidiaries, taken as a whole, by property addressOwned Real Property, and each Company the Owned Real Property Lease that is material has unlimited access to and from publicly dedicated streets, the Company and its Subsidiaries, taken as a whole, responsibility for maintenance of which has been accepted by the property addressappropriate Governmental Body. Complete and correct copies of any instruments evidencing Encumbrances, commitments for the issuance of title insurance, title opinions, surveys and appraisals in Seller's or the Acquired Company's possession and any policies of title insurance currently in force and in the possession of Seller or the Acquired Company with respect to each such parcel have heretofore been delivered by Seller to Buyer.

Real Property. For purposes of this Agreement, "Fee Property" shall mean all real property owned in whole or in part by the Company or the Subsidiaries and all leased property. The Disclosure Schedules contain an accurate and complete list of all Fee Property owned in whole or in part by the Company or the Subsidiaries and includes the name of the record title holder thereof and a list of all indebtedness secured by a lien, mortgage or deed of trust thereon. The Company or the Subsidiaries has good, valid, marketable and insurable title in fee simple to all the Fee Property, free and clear of all encumbrances, liens, charges or other restrictions of any kind or character, except for (ia) liens reflected in the Disclosure Schedules, (b) liens consisting of zoning or planning restrictions, easements and other customary restrictions or limitations on the use of real property which do not materially detract from the value of, or impair the use of, such property by the Company or the Subsidiaries in the operation of the business, and (c) liens for current taxes, assessments or governmental charges or levies on property not yet due and payable ("Permitted Liens"). Except as would not set forth on the Disclosure Schedules, (a) all of the buildings, structures and appurtenances situated in whole or in part on any of the Real Property are in good operating condition and in a state of good maintenance and repair in all material respects, are adequate and suitable for the purposes for which they are presently being used and, with respect to each, the Company and the Subsidiaries have adequate rights of ingress and egress for operation of the business in the ordinary course and consistent with past practice, (b) none of such buildings, structures or appurtenances (or any equipment therein), nor the operation or maintenance thereof, violates any restrictive covenant or any provision of any federal, state or local law, ordinance, Rule or regulation, or encroaches on any property owned by others in any way which could reasonably be reasonably likely expected to have, individually or in the aggregate, a Company Material Adverse Effect, (Ac) either no condemnation proceeding or other litigation is pending or, to the Company or a Subsidiary best knowledge of the Company has goodand the Subsidiaries, defensible, marketable and insurable fee simple title to each real property owned threatened which would preclude or impair the use of any Real Property by the Company or any Subsidiaryand the Subsidiaries for the purposes for which it is currently used, or (such property collectively, the “Company Owned Real Property”), and (Bd) either the Company or a Subsidiary none of the Company has a good and valid leasehold interest in each lease, sublease and other agreement and in each parcel of Company Leased Real Property, under or with respect to which the Company or any of its the Subsidiaries uses has violated or occupies or has the right failed to use or occupy hold any real property valid and effective certificates of occupancy, underwriters' certificates relating to electrical work, zoning, other permits and licenses (the “Company Leased Real Property” including building, housing, safety, fire, health and such leases, subleases similar permits and other agreements are, collectively, the “Company approvals) required by applicable law with respect to any Real Property Leases”), in each case, free and clear of all Liens, title defects or title exceptions other than any Permitted Tax Liens and Liens that are not material to the Company and its Subsidiaries, taken as a whole. Except as would not business conducted thereat which could reasonably be reasonably likely expected to have, individually or in the aggregate, a Company Material Adverse Effect, (1) each Company Real Property Lease is valid, binding and in full force and effect, subject to the limitation of such enforcement by the Bankruptcy and Equity Exception and (2) no uncured default on the part of the Company or, if applicable, its Subsidiary or, to the knowledge of the Company, the landlord thereunder, exists under any Company Real Property Lease, and no event has occurred or circumstance exists which, with the giving of notice, the passage of time, or both, would constitute a material breach or default under a Company Real Property Lease. Section 3.1(q)(i) of the Company Disclosure Letter contains a true and complete list as of the date hereof of all Company Owned Real Property that is material to the Company and its Subsidiaries, taken as a whole, by property address, and each Company Real Property Lease that is material to the Company and its Subsidiaries, taken as a whole, by the property address.

Real Property. (i) Except as would not be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect, (A) either the Company or a Subsidiary of the Company has good, defensible, marketable and insurable fee simple title to each real property owned by the Company or any Subsidiary, or (such property collectivelyset forth on Schedule 4.14, the “Company Owned Real Property”)Seller does not, and (B) either the Company nor has it or a Subsidiary of the Company has a good and valid leasehold interest in each leaseits Predecessors ever, sublease and other agreement and in each parcel of Company Leased Real Property, under or with respect to which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy owned any real property (the “Company Leased Real Property” property. Schedule 4.14 contains an accurate and such complete list of all leases, subleases and any other agreements are, relating to the use or occupancy of real property (collectively, the “Company Real Property "Leases”"), including all amendments, supplements and other modifications thereto to which the Seller is a party or bound. The Seller has valid leasehold interests in all leased real property described in each caseLease set forth in Schedule 4.14 (or required to be set forth in Schedule 4.14), free and clear of any and all Liens, title defects or title exceptions other than any Permitted Tax Liens and Liens that are not material to the Company and its Subsidiaries, taken as a wholeEncumbrances. Except as would not be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect, (1) each Company Real Property Each Lease is valid, binding and in full force and effect; all rents and additional rents due to date on each such Lease have been paid; in each case, subject to the limitation lessee has been in peaceable possession since the commencement of the original term of such enforcement Lease and is not in default thereunder and no waiver, indulgence or postponement of the lessee's obligations thereunder has been granted by the Bankruptcy lessor; and Equity Exception and there exists no default or event, occurrence, condition or act (2) no uncured default on including the part transfer of the Company or, if applicable, its Subsidiary or, to the knowledge of the Company, the landlord thereunder, exists under any Company Real Property Lease, and no event has occurred or circumstance exists Purchased Assets hereunder) which, with the giving of notice, the passage lapse of time, time or boththe happening of any further event or condition, would constitute become a material breach or default under a Company Real Property such Lease. Section 3.1(q)(i) The Seller has not violated and is not currently in violation of any of the Company Disclosure Letter contains a true and complete list as terms or conditions under any such lease in any material respect, and, to the Knowledge of the date hereof Seller, all of all Company Owned Real Property that is material the covenants to the Company and its Subsidiaries, taken as a whole, be performed by property address, and each Company Real Property any other party under any such Lease that is material to the Company and its Subsidiaries, taken as a whole, by the property addresshave been fully performed.

Real Property. (i) Except as would not be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect, (A) either the Company or a Subsidiary of Jaysac, as the Company has goodcase may be, defensible, marketable have good and insurable indefeasible fee simple title to each the real property described as being owned by the Company or any Subsidiary, or (such property collectively, the “Company Owned Real Property”), and (BJaysac in Schedule 2.8(a) either the Company or a Subsidiary of the Company has a good Disclosure Schedule. Each such real property, together with all buildings, improvements and valid leasehold interest in each lease, sublease and other agreement and in each parcel of Company Leased Real Property, under or with respect to which the fixtures owned by Company or any Jaysac and located thereon, is referred to herein as a "Property" and they are collectively referred to as the "Properties"). The title so held by Company and Jaysac is, to the Knowledge of its Subsidiaries uses or occupies or has the right to use or occupy any real property (the “Company Leased Real Property” and such leases, subleases and other agreements are, collectively, the “Company Real Property Leases”), in each caseCompany, free and clear of all Liensany material Encumbrances or other matters affecting title, title defects or title exceptions other than any Permitted Tax Liens (i) the Leases and Liens that are Material Contracts in effect on the Execution Date and other leases entered into in compliance with this Agreement; (ii) liens for current real property taxes or assessments not material yet due or delinquent, (iii) mechanics', materialmen's and other similar liens arising or incurred in the ordinary course of business and not yet due or delinquent or the validity of which is being contested in good faith by appropriate proceedings, adequate reserves for which have been established on Company's books, and (iv) exceptions, covenants, conditions, restrictions, easements, rights of way, servitudes, encroachments and irregularities in title against the Properties, all as set forth in the title reports obtained by Parent prior to the Company Closing. To the Knowledge of Company, there are no adverse or other parties in possession of any Property, or any part thereof, except Company, Jaysac and its Subsidiariestenants under the Leases. No party has been granted any license, taken as a wholelease, or other right relating to the use or possession of any Property or any part thereof, except tenants under the Leases and the Contracts. Except as would not be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect, (1) each Company Real Property Lease is valid, binding and in full force and effect, subject to the limitation of such enforcement by the Bankruptcy and Equity Exception and (2) no uncured default set forth on the part of the Company or, if applicable, its Subsidiary or, to the knowledge of the Company, the landlord thereunder, exists under any Company Real Property Lease, and no event has occurred or circumstance exists which, with the giving of notice, the passage of time, or both, would constitute a material breach or default under a Company Real Property Lease. Section 3.1(q)(iSchedule 2.8(c) of the Company Disclosure Letter contains a true and complete list Schedule, to the Knowledge of Company, Company has not received any written notice within the last twenty-four (24) months from any Governmental Body or third party asserting that any Property is not in compliance in any material aspects with any applicable restrictive covenants, building codes, environmental, zoning or land use laws, or other applicable Legal Requirements. Except as set forth on the Schedule 2.8(d) of the date hereof of all Company Owned Real Property that is material Disclosure Schedule, to the Knowledge of Company, Company and has not received any written notice within the last twenty-four (24) months of any condemnation, environmental, zoning or other land-use regulation proceedings, either instituted or threatened, which would materially adversely affect the use, operation or value of any Property, nor, to the Knowledge of Company, has either Company or Jaysac received written notice of any material special assessment proceedings affecting any Property. Except as set forth on Schedule 2.7 of the Company Disclosure Schedule, to the Knowledge of Company, there is no material litigation pending or threatened against Company or Jaysac that involves a dispute related to any Property in excess of $100,000 or that would materially adversely affect the value or the use or operation of any Property for its Subsidiariesintended purpose or the ability of Company or Jaysac to perform its respective obligations under this Agreement. Except as set forth on the Schedule 2.8(f) of the Company Disclosure Schedule, taken to the Knowledge of the Company, other than the rights of tenants, as tenants only, under the Leases, there are no purchase contracts, options to purchase of any kind, written or oral, recorded or unrecorded, with respect to all or any portion of any Property. To the Knowledge of the Company, none of the Leases contain any rights of first offer, first refusal or purchase options or similar rights. Except as set forth on Schedule 2.8(f), to the Knowledge of the Company, there are no Leases with a duration of more than twelve (12) months. To the Knowledge of the Company, since September 30, 2002, except as a wholeresult of ordinary wear and tear, there has not been any material loss, damage or destruction to, or any material interruption in the use of, any Property (whether or not covered by property address, and each Company Real Property Lease that is material to the Company and its Subsidiaries, taken as a whole, by the property addressinsurance).

Real Property. (ia) Attached to Schedule 4.6(a) are true and correct legal descriptions of the Owned Real Property. Except as would not be reasonably likely to haveset forth on Schedule 4.6(a), individually neither the Company nor any of its Subsidiaries owns or in has ever owned any real property. Except as set forth on Schedule 4.6(a), as of the aggregateClosing Date, a neither the Company Material Adverse Effectnor any of the Subsidiaries will own any real property. Except as set forth on Schedule 4.6(a), (A) either the Company or a Subsidiary one of the Company has its Subsidiaries owns good, defensible, marketable and insurable (at ordinary rates) title in fee simple title absolute to each real property owned by the Company or any Subsidiary, or (such property collectively, the “Company Owned Real Property”)Property and to all buildings, and (B) either the Company or a Subsidiary of the Company has a good and valid leasehold interest in each lease, sublease structures and other agreement and in each parcel of Company Leased Real Property, under or with respect to which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any real property (the “Company Leased Real Property” and such leases, subleases and other agreements are, collectively, the “Company Real Property Leases”)improvements thereon, in each case, case free and clear of all Liens except the Permitted Liens. Except as set forth on Schedule 4.6(a), title defects or title exceptions other than any Permitted Tax Liens and Liens that are not material to the Company and its Subsidiaries, taken as a whole. Except as would not be reasonably likely applicable, have fulfilled and performed in all material respects all their obligations, and all obligations binding upon the Owned Real Property, under each of the agreements or encumbrances to havewhich the Owned Real Property is subject, individually and neither the Company nor any of its Subsidiaries is in breach or default under, or in the aggregateviolation of or noncompliance with, a Company Material Adverse Effect, (1) each Company Real Property Lease is valid, binding and in full force and effect, subject to the limitation any such agreements of such enforcement by the Bankruptcy and Equity Exception and (2) no uncured default on the part of the Company or, if applicable, its Subsidiary or, to the knowledge of the Company, the landlord thereunder, exists under any Company Real Property Leaseencumbrances, and no event has occurred and no condition or circumstance state of facts exists which, with the passage of time or the giving of notice, the passage of time, notice or both, would constitute such a material breach, default, violation or noncompliance. The consummation of the transactions contemplated by this Agreement, the Shareholder Ancillary Documents or the Company Ancillary Documents will not result in any breach or violation of, default under a Company Real Property Lease. Section 3.1(q)(i) or noncompliance with, or any forfeiture or impairment of any rights under, any agreement or encumbrance to which the Company Disclosure Letter contains a true and complete list as of the date hereof of all Company Owned Real Property that is material subject, or require any consent, approval or act of, notice to or the making of any filing with, any Person party to or benefited by or possessing the power or authority to exercise rights or remedies under or with respect to any such agreement or encumbrance. The Owned Real Property has received all approvals of Governmental Entities (including licenses and permits) required in connection with the ownership or operation thereof. There are no leases, subleases, licenses, concessions, or other agreements, written or oral, granting to any party or parties the right of use or occupancy of any portion of the Owned Real Property. There are no outstanding options or rights of first refusal to purchase the Owned Real Property, or any portion thereof or interest therein. There are no parties (other than the Company or one of its Subsidiaries) in possession of the Owned Real Property. All public utilities, including water, sewer, gas, electric, telephone and drainage facilities, give adequate service to the Company and its Subsidiaries, taken as a whole, by property addressOwned Real Property, and each Company the Owned Real Property Lease that is material has unlimited access to and from publicly dedicated streets, the Company and its Subsidiaries, taken as a whole, responsibility for maintenance of which has been accepted by the property addressappropriate Governmental Entity. Neither the whole nor any part of the Owned Real Property is subject to any casualty or loss that has not been repaired and restored (and for which all costs in connection therewith have been paid in full).

Real Property. (a) Schedule 4.11(a) sets forth a complete list of (i) Except as would not be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect, (A) either all real property which is occupied by the Company or a Subsidiary as of the date of this Agreement (including any real property which the Company has goodacquired ownership (if applicable) or right to use thereof (individually, defensible, marketable an “Occupied Property” and insurable fee simple title to each real property owned by the Company or any Subsidiary, or (such property collectively, the “Company Owned Real PropertyOccupied Properties”); the Occupied Property shall be transferred to the Company, by any means, after the Purchaser pays the Advance Payment, which shall be one of the conditions precedent to Purchaser’s obligations of closing; (ii) all real property and (B) either interests in real property leased by the Company or (individually, a Subsidiary of the Company has a good and valid leasehold interest in each lease, sublease and other agreement and in each parcel of Company Leased “Real Property, under or with respect to which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any real property (the “Company Leased Real PropertyProperty Lease” and such leases, subleases and other agreements are, collectively, the “Company Real Property Leases” and, together with the Occupied Properties, being referred to herein individually as a “Company Property” and collectively as the “Company Properties”) as lessee or lessor, including a description of each such Real Property Lease (including the name of the third party lessor or lessee and the date of the lease or sublease and all amendments thereto), in each case. The Company has good and marketable right to all Occupied Properties, free and clear of all LiensLiens of any nature whatsoever, title defects except those Liens set forth on Schedule 4.11(a). The Company Properties constitute all interests in real property currently used, occupied or title exceptions other than any Permitted Tax Liens and Liens that are not material to currently held for use in connection with the business of the Company and its Subsidiaries, taken as a whole. Except as would not be reasonably likely to have, individually or in which are necessary for the aggregate, a Company Material Adverse Effect, (1) each Company Real Property Lease is valid, binding and in full force and effect, subject to continued operation of the limitation of such enforcement by the Bankruptcy and Equity Exception and (2) no uncured default on the part business of the Company or, if applicable, its Subsidiary or, to as the knowledge business is currently conducted. All of the CompanyCompany Properties and buildings, the landlord thereunderfixtures and improvements thereon (i) are in good operating condition without structural defects, exists under any Company Real Property Leaseand all mechanical and other systems located thereon are in good operating condition, and no event has occurred condition exists requiring material repairs, alterations or circumstance exists whichcorrections and (ii) are suitable, with sufficient and appropriate in all respects for their current and contemplated uses. None of the giving of notice, improvements located on the passage of time, or both, would Company Properties constitute a material breach non-conforming use or default otherwise require any special dispensation, variance or special permit under a any applicable Law. The Company has delivered to Purchaser true, correct and complete copies of (i) all documentations concerning their rights to the Occupied Properties and (ii) the Real Property LeaseLeases, together with all amendments, modifications or supplements, if any, thereto. Section 3.1(q)(i) The Company Properties are not subject to any leases, rights of first refusal, options to purchase or rights of occupancy, except the Company Disclosure Letter contains a true and complete list as of the date hereof of all Company Owned Real Property that is material to the Company and its Subsidiaries, taken as a whole, by property address, and each Company Real Property Lease that is material to the Company and its Subsidiaries, taken as a whole, by the property addressLeases set forth on Schedule 4.11(a).

Real Property. (i) Except SCHEDULE 5.21 sets forth a complete and accurate list, as would not be reasonably likely to haveof the Closing Date, individually or of the location, by state and street address, of all Real Property of Borrower and each Guarantor, including all Restaurants. As of the Closing Date, each of Borrower and each of Guarantor, as indicated on SCHEDULE 5.21, has valid leasehold interests in the aggregate, Real Property described on SCHEDULE 5.21 as a Company Material Adverse Effect, (A) either the Company or a Subsidiary of the Company has good, defensible, marketable and insurable fee simple title to each real property owned by the Company or any Subsidiary, or (such property collectively, the “Company Owned Real Property”)leasehold interest, and (B) either the Company or a Subsidiary of the Company each has a good fully executed and currently effective lease relative to such leasehold interest. Each such lease is valid leasehold interest and enforceable in each lease, sublease accordance with its terms in all material respects and is in full force and effect. No consent or approval of any landlord or other agreement and third party in each parcel of Company Leased Real Property, under or connection with respect to which the Company any such lease is necessary for any Borrower or any of its Subsidiaries uses to enter into, execute and deliver, or occupies perform its obligations under the Loan Documents to which it is a party, except as set forth on SCHEDULE 5.21. Except as set forth on SCHEDULE 5.21 or has the right with respect to use or occupy Inactive Subsidiaries as to which neither Borrower nor any real property (the “Company Leased Real Property” and such leases, subleases and other agreements are, collectively, the “Company Real Property Leases”), in each case, free and clear of all Liens, title defects or title exceptions its Subsidiaries other than any Permitted Tax Liens and Liens that are not material Inactive Subsidiaries is liable in whole or in part, primarily, secondarily, contingently or otherwise, to the Company best knowledge of Borrower and its Subsidiaries, taken as a whole. Except as would not be reasonably likely (a) no other party to have, individually or any such lease is in the aggregate, a Company Material Adverse Effectmaterial default of its obligations thereunder, (1b) each Company Real Property Lease is validneither Borrower nor any of its Subsidiaries (or any other party to any such lease) has at any time delivered or received any notice of material default which remains uncured under any such lease, binding and in full force and effect, subject to the limitation of such enforcement by the Bankruptcy and Equity Exception and (2c) no uncured default on the part as of the Company orClosing Date, if applicable, its Subsidiary or, to the knowledge of the Company, the landlord thereunder, exists under any Company Real Property Lease, and no event has occurred or circumstance exists which, with the giving of notice, notice or the passage of time, time or both, would constitute a material breach or default under a Company Real Property Lease. Section 3.1(q)(i) of the Company Disclosure Letter contains a true and complete list as of the date hereof of all Company Owned Real Property that is material to the Company and its Subsidiaries, taken as a whole, by property address, and each Company Real Property Lease that is material to the Company and its Subsidiaries, taken as a whole, by the property addressany such lease.

Real Property. (i) Except as would not be reasonably likely to have, individually or Without in any way limiting the aggregate, a Company Material Adverse Effect, generality of the foregoing: (A) either the Company or a Subsidiary none of the Company has good, defensible, marketable and insurable fee simple title Real Property is listed on or to each real property owned by the Company Seller’s Knowledge is being considered for listing on any list of contaminated sites maintained under any Environmental Law or is subject to or to Seller’s Knowledge is being considered for enforcement action under any Subsidiary, or (such property collectively, the “Company Owned Real Property”), and Environmental Law; (B) either to Seller’s Knowledge the Company Real Property is free of Contamination; (C) no underground storage tanks, underground receptacles, or a Subsidiary of other similar underground containers or depositories used to store Hazardous Materials are or have been used by Seller, or, to Seller’s Knowledge ever have been, present on the Company has a good and valid leasehold interest in each lease, sublease and other agreement and in each parcel of Company Leased Real Property, ; (D) to Seller’s Knowledge the Real Property does not contain asbestos containing building materials which are in a state requiring removal or abatement under or Environmental Laws; (E) no claim of nuisance has been made with respect to the Seller, the Seller has not made or received complaints to or from anyone regarding a nuisance caused or created by any other party and, to Seller’s Knowledge, the Seller’s business does not constitute a nuisance; (F) there have been no investigations conducted, or other proceedings taken or to Seller’s knowledge threatened by any governmental body or any other person pursuant to any Environmental Law with respect to the Real Property or the Seller’s business; (G) no polychlorinated biphenyls (PCBs) were ever used in Seller’s processes or disposed of at any of the Real Property during the Seller’s ownership or operation of the Real Property; (H) there is no consent decree, consent order, or other agreement to which the Company Seller is a party in relation to any environmental matter and, except for the environmental permits listed on Schedule 4.24, no agreement is necessary for the Seller’s continued compliance with all Environmental Laws; (I) no Hazardous Material or any other material was used, generated, emitted, transported, stored, treated, or disposed of its Subsidiaries uses by the Seller in violation of any Environmental Laws, which may result in any Environmental Claim; and (J) except in compliance with Environmental Laws, the Seller has not treated, stored, disposed, permitted disposal, or occupies or has arranged for disposal of any Hazardous Material at any location, including the right to use or occupy any real property (the “Company Leased Real Property” and such leases, subleases and other agreements are, collectively, the “Company Real Property Leases”), in each case, free and clear of all Liens, title defects or title exceptions other than any Permitted Tax Liens and Liens that are not material to the Company and its Subsidiaries, taken as a whole. Except as would not be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect, (1) each Company Real Property Lease is valid, binding and in full force and effect, subject to the limitation of such enforcement by the Bankruptcy and Equity Exception and (2) no uncured default on the part of the Company or, if applicable, its Subsidiary or, to the knowledge of the Company, the landlord thereunder, exists under any Company Real Property Lease, and no event has occurred or circumstance exists which, with the giving of notice, the passage of time, or both, would constitute a material breach or default under a Company Real Property Lease. Section 3.1(q)(i) of the Company Disclosure Letter contains a true and complete list as of the date hereof of all Company Owned Real Property that is material to the Company and its Subsidiaries, taken as a whole, by property address, and each Company Real Property Lease that is material to the Company and its Subsidiaries, taken as a whole, by the property address.

Real Property. (a) Schedule 4.12(a) sets forth a complete list of (i) Except as would not be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect, (A) either the Company or a Subsidiary of the Company has good, defensible, marketable and insurable fee simple title to each all real property and interests in real property, including improvements thereon and easements appurtenant thereto owned in fee by the Company or any Subsidiary(individually, or (such property an “Owned Property” and collectively, the “Company Owned Real PropertyProperties”), and (Bii) either all real property and interests in real property leased by the Company or (individually, a Subsidiary of the Company has a good and valid leasehold interest in each lease, sublease and other agreement and in each parcel of Company Leased “Real Property, under or with respect to which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any real property (the “Company Leased Real PropertyProperty Lease” and such leases, subleases and other agreements are, collectively, the “Company Real Property Leases” and, together with the Owned Properties, being referred to herein individually as a “Company Property” and collectively as the “Company Properties”) as lessee or lessor, including a description of each such Real Property Lease (including the name of the third party lessor or lessee and the date of the lease or sublease and all amendments thereto), in each case, . The Company has good and marketable fee title to all Owned Property free and clear of all LiensLiens of any nature whatsoever, except Permitted Exceptions. The Company Properties constitute all interests in real property currently used, occupied or currently held for use in connection with the business of the Company and which are necessary for the continued operation of the business of the Company as the business is currently conducted. All of the Company Properties and buildings, fixtures and improvements thereon (i) are in good operating condition without structural defects, and all mechanical and other systems located thereon are in good operating condition, subject to ordinary wear and tear, and no condition exists requiring material repairs, alterations or corrections and (ii) are suitable, sufficient and appropriate in all respects for their current uses. None of the improvements located on the Company Properties constitute a legal non-conforming use or otherwise require any special dispensation, variance or special permit under any Laws. The Company has delivered to Purchaser true, correct and complete copies of (i) all deeds, title defects reports and surveys for the Owned Properties and (ii) the Real Property Leases, together with all amendments, modifications or title exceptions other than any Permitted Tax Liens and Liens supplements, if any, thereto. The Company Properties (to the Knowledge of Seller, with respect to the Company Properties that are not material Owned Properties) are not subject to any leases, rights of first refusal, options to purchase or rights of occupancy, except the Company and its Subsidiaries, taken as a whole. Except as would not be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect, (1) each Company Real Property Lease is valid, binding and in full force and effect, subject to the limitation of such enforcement by the Bankruptcy and Equity Exception and (2) no uncured default Leases set forth on the part of the Company or, if applicable, its Subsidiary or, to the knowledge of the Company, the landlord thereunder, exists under any Company Real Property Lease, and no event has occurred or circumstance exists which, with the giving of notice, the passage of time, or both, would constitute a material breach or default under a Company Real Property Lease. Section 3.1(q)(i) of the Company Disclosure Letter contains a true and complete list as of the date hereof of all Company Owned Real Property that is material to the Company and its Subsidiaries, taken as a whole, by property address, and each Company Real Property Lease that is material to the Company and its Subsidiaries, taken as a whole, by the property addressSchedule 4.12(a).

Real Property. (a) Section 4.11(a) of the Disclosure Schedule sets forth a complete list of (i) Except as would not be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect, (A) either the Company or a Subsidiary of the Company has good, defensible, marketable and insurable fee simple title to each all real property and interests in real property, including improvements thereon and easements appurtenant thereto owned in fee by the Company or any Subsidiary(individually, or (such property an “Owned Property” and collectively, the “Company Owned Real PropertyProperties”), (ii) all real property and (B) either interests in real property leased by the Company or (individually, a Subsidiary of the Company has a good and valid leasehold interest in each lease, sublease and other agreement and in each parcel of Company Leased “Real Property, under or with respect to which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any real property (the “Company Leased Real PropertyProperty Lease” and such leases, subleases and other agreements are, collectively, the “Company Real Property Leases” and, together with the Owned Properties, being referred to herein individually as a “Company Property” and collectively as the “Company Properties”) as lessee or lessor, including a description of each such Real Property Lease (including the name of the third party lessor or lessee and the date of the lease or sublease and all amendments thereto), in each case. The Company has good and marketable fee title to all Owned Property, free and clear of all LiensLiens of any nature whatsoever, title defects except Permitted Exceptions. Except as set forth in Section 4.11(a) of the Disclosure Schedule, the Company Properties constitute all interests in real property currently used, occupied or title exceptions other than any Permitted Tax Liens and Liens that are not material to currently held for use in connection with the business of the Company and its Subsidiarieswhich are necessary for the continued operation of the business of the Company as the business is currently conducted. All of the Company Properties and buildings, taken as a wholefixtures and improvements thereon (i) are in good operating condition (ordinary wear and tear excepted) without structural defects, and all mechanical and other systems located thereon are in good operating condition, and no condition exists requiring material repairs, alterations or corrections and (ii) are suitable, sufficient and appropriate in all respects for their current and contemplated uses. Except as would not be reasonably likely set forth on Section 4.11(a) to havethe Disclosure Schedule, individually none of the improvements located on the Company Properties constitute a legal non-conforming use or in otherwise require any special dispensation, variance or special permit under any Laws. The Company has delivered to Purchaser true, correct and complete copies of (i) all deeds, title reports and surveys for the aggregate, a Company Material Adverse Effect, Owned Properties and (1ii) each Company the Real Property Lease is validLeases, binding and in full force and effecttogether with all amendments, modifications or supplements, if any, thereto. The Company Properties are not subject to any leases, rights of first refusal, options to purchase or rights of occupancy, except the limitation of such enforcement by the Bankruptcy and Equity Exception and (2) no uncured default on the part of the Company or, if applicable, its Subsidiary or, to the knowledge of the Company, the landlord thereunder, exists under any Company Real Property Lease, and no event has occurred or circumstance exists which, with the giving of notice, the passage of time, or both, would constitute a material breach or default under a Company Real Property Lease. Leases set forth on Section 3.1(q)(i4.11(a) of the Company Disclosure Letter contains a true and complete list as of the date hereof of all Company Owned Real Property that is material to the Company and its Subsidiaries, taken as a whole, by property address, and each Company Real Property Lease that is material to the Company and its Subsidiaries, taken as a whole, by the property addressSchedule.

Real Property. (i) Except as would ARACOR does not be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect, (A) either the Company or a Subsidiary of the Company has good, defensible, marketable and insurable fee simple title to each real property owned by the Company or any Subsidiary, or (such property collectively, the “Company Owned Real Property”), and (B) either the Company or a Subsidiary of the Company has a good and valid leasehold interest in each lease, sublease and other agreement and in each parcel of Company Leased Real Property, under or with respect to which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy own any real property property. Schedule 6.11 sets forth a true and correct list of all real properties currently leased by ARACOR (the “Company Leased Real Property” and such leases, subleases and other agreements are, collectively, the “Company Real Property LeasesProperties”), in each case, free setting forth (a) the lessor and clear lessee thereof and the date and term of all Lienseach of the leases, title defects licenses or title exceptions other than any Permitted Tax Liens agreements (the “Existing Leases”) for the Leased Properties, and Liens that (b) street address of each property covered thereby, and (c) a brief description of the principal use of such property by ARACOR. The Existing Leases for the Leased Properties are not material to the Company and its Subsidiaries, taken as a whole. Except as would not be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect, (1) each Company Real Property Lease is valid, binding and in full force and effect, subject to except as may be limited by bankruptcy or insolvency laws or similar laws affecting the limitation rights of such enforcement by the Bankruptcy creditors generally or general principles of equity, and Equity Exception have not been amended, and (2) no uncured default on the part of the Company orneither ARACOR, if applicable, its Subsidiary or, nor to the knowledge of the Company, the landlord thereunder, exists ARACOR any other party thereto is in default or breach under any Company Real Property such Existing Lease, except for such non-monetary defaults as have not had and are not reasonably likely to have, individually and in the aggregate, a material adverse effect on ARACOR. To ARACOR’s knowledge, no event has occurred or circumstance exists which, with the passage of time or the giving of notice, the passage notice or both would cause a breach of time, or both, would constitute a material breach or default under a Company Real Property Leaseany of such Existing Leases. Section 3.1(q)(iThe interests of ARACOR in the Existing Leases for the Leased Properties are free and clear of all Liens against, or resulting from the actions of ARACOR. The improvements constructed at each facility subject to an Existing Lease for Leased Properties, including all leasehold improvements, building systems, equipment and all fixtures owned, leased or used by ARACOR at such facilities are to ARACOR’s knowledge: (a) in good operating condition and repair in all material respects, subject to ordinary wear and tear; (b) not in need of material repair or correction except for ordinary routine maintenance and repair; (c) sufficient in all material respects for the operation of the Company Disclosure Letter contains Business; and (d) structurally sound in all material respects with no material defects. All utilities presently serving the Leased Properties are adequate to service the Business. With respect to each such Leased Properties: (a) ARACOR has a true and complete list as valid leasehold interest in the Leased Properties; (b) ARACOR has not received notice of any special assessment for which ARACOR is liable that may encumber any of the date hereof of all Company Owned Real Property that is material Leased Properties, except for any real property or taxes passed through to ARACOR pursuant to the Company terms of the Existing Leases and its Subsidiariesare reflected in the ARACOR Financial Statements; (c) ARACOR has not received notice of any governmental decree or order for the whole or any portion of the Leased Properties or any property providing access thereto to be sold or condemned, expropriated or otherwise taken as a wholeby any public authority with or without payment of compensation therefor, by property address, and each Company Real Property Lease that is material nor to the Company and its Subsidiariesknowledge of ARACOR has any such condemnation, taken as a whole, expropriation or taking been proposed by the property addressany governmental body.

Real Property. (ia) Except as would not be reasonably likely to have, individually or in the aggregate, No Acquired Company owns any real property. Schedule 3.08(a)(i) sets forth a Company Material Adverse Effect, (A) either the Company or a Subsidiary true and complete list of the Company has good, defensible, marketable and insurable fee simple title to each all real property owned leased by any Acquired Company, and Schedule 3.08(a)(ii) sets forth a true and complete list of all real property leased by Seller which is used in connection with the Company or any Subsidiary, or Business (such property the real properties listed in Schedules 3.08(a)(i) and (ii) are referred to herein collectively, as the “Company Owned Leased Premises”). Seller has made available to Buyer true and complete copies of all Leases relating to the Leased Premises (the “Real PropertyProperty Leases”), which Real Property Leases are in full force and effect and have not been amended or modified (B) either except as disclosed in Schedules 3.08(a)(i)and (ii)). Other than as set forth on Schedule 3.08(a)(iii), there are no contractual or legal restrictions that preclude or restrict the Company or a Subsidiary ability to use any of the Leased Premises by the Acquired Companies for the current or contemplated use of such Leased Premises and neither Seller nor any Acquired Company has a good and valid leasehold interest in each leaseentered into any sublease, sublease and license, option, right, concession or other agreement and in each parcel of Company Leased Real Property, under or with respect arrangement granting to which the Company or any of its Subsidiaries uses or occupies or has Person (other than any Acquired Company) the right to use or occupy such Leased Premises or any real property (portion thereof or interest therein. To the “Company Leased Real Property” and such leasesKnowledge of Seller, subleases and other agreements are, collectively, the “Company Real Property Leases”), in each case, free and clear of all Liens, title there are no material latent defects or title exceptions other than any Permitted Tax Liens material adverse physical conditions affecting the Leased Premises and Liens all Leased Premises are adequately maintained and are in good operating repair for the requirements of the Business as currently conducted. The Acquired Companies have all material Permits required under Applicable Law for the current use and operation of each Leased Premises, each Acquired Company, as applicable, has fully complied with all conditions of such Permits and no default or violation, or event that are not material to with or without the Company and its Subsidiarieslapse of time or giving of notice or both would become a default or violation, taken as a whole. Except as would not be reasonably likely to have, individually or has occurred in the aggregate, a Company Material Adverse Effect, (1) each Company Real Property Lease is valid, binding and in full force and effect, subject to the limitation due observance of any such enforcement by the Bankruptcy and Equity Exception and (2) no uncured default on the part of the Company or, if applicable, its Subsidiary or, to the knowledge of the Company, the landlord thereunder, exists under any Company Real Property Lease, and no event has occurred or circumstance exists which, with the giving of notice, the passage of time, or both, would constitute a material breach or default under a Company Real Property Lease. Section 3.1(q)(i) of the Company Disclosure Letter contains a true and complete list as of the date hereof of all Company Owned Real Property that is material to the Company and its Subsidiaries, taken as a whole, by property address, and each Company Real Property Lease that is material to the Company and its Subsidiaries, taken as a whole, by the property addressPermit.

Real Property. (ia) Except Section 3.15 of the BT Disclosure Letter sets forth a true, correct and complete list as of the Execution Date of all material Leased Real Property and all material Real Property Leases pertaining to such Leased Real Property (including the date and name of the parties to each lease document). With such exceptions as have not had and would not reasonably be reasonably likely expected to have, individually or in the aggregate, a Company BT Material Adverse Effect, (Ai) either the Company or a Subsidiary all of the Company has goodleases, defensiblesubleases, marketable and insurable fee simple title to each real property owned by agreements for the Company leasing, use or any Subsidiaryoccupancy of, or otherwise granting a right in to the Leased Real Property by or to any BT Company, including all amendments and modifications to such agreements (such property collectively, the “Company Owned Real Property”), and (B) either the Company or a Subsidiary of the Company has a good and valid leasehold interest in each lease, sublease and other agreement and in each parcel of Company Leased Real Property, under or with respect to which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any real property (the “Company Leased Real Property” and such leases, subleases and other agreements are, collectively, the “Company Real Property Leases”)) are in full force and effect and represent the legal, in each casevalid and binding obligations of the BT Company party to such Real Property Lease and, free and clear of all Liens, title defects or title exceptions other than any Permitted Tax Liens and Liens that are not material to the knowledge of the BT Companies, represent the legal, valid and binding obligations of the counterparties to such Real Property Lease; (ii) (x) the BT Companies have performed in all material respects all respective obligations required to be performed by them to date under the Real Property Leases to which any BT Company is a party or by which they are bound, and its Subsidiariesneither the BT Companies nor, taken as a whole. Except as would not be reasonably likely to havethe knowledge of the BT Companies, individually or in the aggregate, a Company Material Adverse Effect, (1) each Company any other party to such Real Property Lease is validin breach of or default under any such Real Property Lease, binding (y) during the last 12 months, none of the BT Companies has received any written claim or notice of termination or breach of or default under any such Real Property Lease, and (z) no event has occurred which, individually or together with other events, would reasonably be expected to result in full force and effect, subject to the limitation a breach of or a default under any such enforcement Real Property Lease by the Bankruptcy and Equity Exception and (2) no uncured default on the part of the Company or, if applicable, its Subsidiary BT Companies or, to the knowledge of the CompanyBT Companies, the landlord thereunder, exists under any Company other party to such Real Property Lease, ; and no event has occurred or circumstance exists which, with (iii) the giving of notice, the passage of time, or both, would constitute a material breach or default under a Company Leased Real Property Leaseis in good condition and repair in all material respects, normal wear and tear excepted. Section 3.1(q)(i) of the Company Disclosure Letter contains The BT Companies have delivered a true and complete list as copy of the date hereof of all Company Owned Real Property that is material to the Company and its Subsidiaries, taken as a whole, by property address, and each Company Real Property Lease that is material listed in Section 3.15 of the BT Disclosure Letter prior to the Company and its Subsidiaries, taken as a whole, by the property addressdate of this Agreement.

Real Property. (i) Except as would not be reasonably likely to have, individually or set forth in the aggregate, a Company Material Adverse Effect, (A) either the Company or a Subsidiary Section 3.14 of the Company Target Diligence Letter: (a) Target does not currently own or ground lease, and has goodnever owned or ground leased, defensibleany real property; (b) Target has no leases, marketable and insurable fee simple title to each real property owned by the Company subleases, licenses or any Subsidiary, or other agreements (such property leases, subleases, licenses and other agreements listed in Section 3.14 of the Target Diligence Letter, including all amendments, modifications or supplements with respect thereto, collectively, the “Company Owned Target Real PropertyProperty Leases”), and (B) either the Company or a Subsidiary of the Company has a good and valid leasehold interest in each lease, sublease and other agreement and in each parcel of Company Leased Real Property, under or with respect to which the Company or any of its Subsidiaries Target uses or occupies or has the right to use or occupy any real property that provides for payments in excess of $50,000 per annum (the land, buildings and other improvements covered by the Target Real Property Leases and any other rights of the tenant thereunder being herein called the “Company Target Leased Real Property” and such leases, subleases and other agreements are, collectively, the “Company Real Property Leases”), in including the address of the premises demised under each case, free and clear of all Liens, title defects or title exceptions other than any Permitted Tax Liens and Liens that are not material to the Company and its Subsidiaries, taken as a whole. Except as would not be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect, (1) each Company Target Real Property Lease and the landlord, rent and use thereof; (c) each of the Target Real Property Leases is valida legal, valid and binding obligation of Target, enforceable against Target in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance or similar Laws affecting the enforcement of creditors’ rights generally and in full force and effect, subject to the limitation general principles of such equity (regardless of whether enforcement is sought in a proceeding at law or in equity), and there is no default under any Target Real Property Lease by the Bankruptcy and Equity Exception and (2) no uncured default on the part of the Company orTarget, if applicable, its Subsidiary or, or to the knowledge Knowledge of the CompanyTarget, the landlord thereunder, exists under by any Company Real Property Leaseother party thereto, and no event has occurred that with the lapse of time or circumstance exists which, with the giving of notice, the passage of time, notice or both, both would constitute such a default; (d) Target has not subleased any of the Target Leased Real Property or given any third party any license or other right to occupy any portion of the Target Leased Real Property; (e) neither the operations of Target on the Target Leased Real Property nor, to the Knowledge of Target, such Target Leased Real Property, including the improvements thereon, violate in any material respect any applicable building code, zoning requirement or classification or statute relating to the particular property or such operations; (f) Target has delivered or otherwise made available to Parent a true, complete and correct copy of each of the Target Real Property Leases, and (i) Target has not has waived any term or condition thereof, and all material covenants to be performed by Target thereunder prior to the Closing Date, or, to the Knowledge of Target, any other party to any Target Real Property Lease, have been performed in all material respects; (ii) Target is current (and not late) with respect to all rental payments due thereunder; (iii) no security deposit or portion thereof deposited with respect to any Target Real Property Lease has been applied in respect of a breach or default under a Company Real Property Lease. Section 3.1(q)(ithereunder that has not been redeposited in full; and (iv) of the Company Disclosure Letter contains a true and complete list as of the date hereof of all Company Owned Real Property that is material to the Company and its Subsidiaries, taken as a whole, by property address, and each Company Target has not collaterally assigned or granted any security interest in any Target Real Property Lease that or any interest therein; and (g) the Target Leased Real Property is in good operating condition, normal wear and tear accepted, is reasonably fit and useable for the purpose for which it is being used, is adequate and sufficient for Target’s business, and conforms in all material respects to the Company and its Subsidiaries, taken as a whole, by the property addressall applicable Laws.

Real Property. (i) BUSINESS LOCATIONS Except as would not be reasonably likely to havethe properties at the locations disclosed on Exhibit 3.21 hereof, individually or in MJA own no real property. All of the aggregateoffices, a Company Material Adverse Effectmanufacturing facilities and/or warehouse facilities, (A) either the Company or a Subsidiary of the Company has good, defensible, marketable and insurable fee simple title to each real property owned by the Company or any Subsidiary, or (such property collectively, the “Company Owned Real Property”)"MJA Facilities" and any of them singly a "MJA Facility") maintained or utilized by MJA, whether owned, rented or occupied, in the conduct of any of their businesses are and on the Closing Date will be located on the owned properties described on Exhibit 3.21 hereof or on the leased properties described on Exhibit 3.17 hereof. MJA has not, and (B) either to MJA's Knowledge the Company or a Subsidiary owner of any of the Company MJA Facilities has not, heretofore received any notice of any pending condemnation or similar proceeding or charge affecting the MJA Facilities or any portion thereof, is not aware that any such proceeding or charge is contemplated; and, except as listed on Exhibit 3.21 hereto, has not received any notice of a good proposed increase in assessed valuation of any of the MJA Facilities. To MJA's Knowledge: (a) the existing water, sewer, gas and valid leasehold interest in each leaseelectricity lines, sublease storm sewer and other agreement and in each parcel of Company Leased Real Property, under or with respect to which the Company or utility systems on any of its Subsidiaries uses or occupies or has the right to use or occupy any real property (the “Company Leased Real Property” and such leases, subleases and other agreements are, collectively, the “Company Real Property Leases”), in each case, free and clear of all Liens, title defects or title exceptions other than any Permitted Tax Liens and Liens that are not material to the Company and its Subsidiaries, taken as a whole. Except as would not be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect, (1) each Company Real Property Lease is valid, binding and in full force and effect, subject to the limitation of such enforcement by the Bankruptcy and Equity Exception and (2) no uncured default on the part of the Company or, if applicable, its Subsidiary or, to the knowledge of the Company, the landlord thereunder, exists under any Company Real Property Lease, and no event has occurred or circumstance exists which, with the giving of notice, the passage of time, or both, would constitute a material breach or default under a Company Real Property Lease. Section 3.1(q)(i) of the Company Disclosure Letter contains a true and complete list MJA Facilities as of the date hereof are adequate to serve the utility needs of such facilities for the business purposes presently conducted thereon; (b) there are no material structural defects in any of the buildings or other improvements related to any of the MJA Facilities; (c) the heating, electrical, plumbing and drainage at, or servicing each of the MJA Facilities and all Company Owned Real Property facilities and equipment relating thereto are in working order; (d) MJA has received no notice that is material a default exists or breach exists and, to MJA's Knowledge, no default or breach exists under any of the Company covenants, conditions, restrictions, rights-of-way or easements affecting any real property associated with any of the MJA Facilities or any portion of any such facilities; and its Subsidiaries, taken as a whole, by property address, (e) no fact or condition exists which would result in the termination of the current access from any of the MJA Facilities to any presently existing highways and each Company Real Property Lease that is material to the Company and its Subsidiaries, taken as a whole, by the property address.roads adjoining or situated on any such facilities

Real Property. Schedule 4.4(b) hereto sets forth a true and correct list of all parcels of land included in the Real Property, wherever located, including with respect to each such parcel of Real Property (i) Except as would not be reasonably likely to havea full legal description thereof, individually or in the aggregate, a Company Material Adverse Effect, (A) either the Company or a Subsidiary of the Company has good, defensible, marketable including metes and insurable fee simple title to each real property owned by the Company or any Subsidiary, or (such property collectively, the “Company Owned Real Property”), bounds and (Bii) either its street address. Schedule 4.5 includes a true and correct list of all Contracts (the Company "Real Property Leases") for the use or a Subsidiary occupancy by Seller of the Company has a good and valid leasehold interest in each lease, sublease and other agreement and in each parcel of Company Leased Real Property, under including fixtures, buildings, improvements, appurtenances, easements and rights of way. The term "Property" shall mean all Real Property and all property and rights leased, used or held for use by Seller pursuant to a Real Property Lease. To the Knowledge of Seller, all Property is in good condition and conforms with respect to which the Company or any of its Subsidiaries uses or occupies or has the right to all applicable building, zoning, environmental, land use or occupy any real property (the “Company Leased Real Property” and such leases, subleases and other agreements arelaws, collectivelyordinances, codes, orders and regulations and the “Company Real use and proposed uses of such Property Leases”)conforms with such laws, in each caseordinances, free codes, orders and clear regulations. All necessary or appropriate occupancy and other certificates and permits for the lawful use and occupancy of all Liens, title defects or title exceptions other than any Permitted Tax Liens the Property and Liens that the equipment thereon have been issued are not material to the Company violated and its Subsidiaries, taken as a whole. Except as would not be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect, (1) each Company Real Property Lease is valid, binding and are in full force and effect. All notes or notices of violations of law, subject to the limitation ordinances, codes, orders or regulations noted in or issued by any state, county, municipal or local department having jurisdiction against or affecting any of such enforcement Property have been complied with. To the Knowledge of Seller, all Property has access over currently utilized facilities and land (independent of any facilities or other property not owned by or leased (for a term continuous with the Bankruptcy lease of such Property) to Seller) to all public roads and Equity Exception has all utilities and (2) no uncured default on other services necessary or desirable for the part conduct of the Company or, if applicable, its Subsidiary Business carried out on said Property and the same are in good and useable condition. No condemnation or eminent domain proceeding against or affecting all or any portion of any Property is pending or, to the knowledge Knowledge of Seller, threatened. No Person (other than Seller) is in possession of (or has any right, absolute or contingent, to possess superior to the right of Seller to possess) all or any portion of the CompanyProperty, except for lessor's right under any Real Property Lease to retake upon termination of such Real Property Lease the Property leased thereunder. There are no disputes with, or notices from, the landlord thereunder, exists lessor under any Company Real Property Lease, Lease that have not been fully resolved and no event has occurred or circumstance exists which, with the giving of notice, the passage of time, or both, would constitute satisfied. (c) Machinery and Equipment. Schedule 4.4(c) hereto sets forth a material breach or default under a Company Real Property Lease. Section 3.1(q)(i) of the Company Disclosure Letter contains a true complete and complete accurate list as of the date hereof of the Interim Balance Sheet of (i) each item of Machinery and Equipment (whether owned or leased) acquired since December 31, 1994 with an original cost of $5,000 or more specifying the facility at which it was then located and, in the case of owned equipment, its date of purchase, method of depreciation, and book value as of the date of the Interim Balance Sheet and (ii) in the case of other Machinery and Equipment, the aggregate net book value of all Company Owned Real Property that Machinery and Equipment assigned to each department at each location of the Business. None of the Machinery and Equipment has been moved to a different facility since the date of the Interim Balance Sheet. The Machinery and Equipment listed on Schedule 4.4(c): (i) comprises sufficient Machinery and Equipment for Buyer to conduct and operate the Business as now being conducted by Seller, (ii) is in satisfactory working order consistent with its age and past practices of the Business, is free from any material defects and has been maintained in a manner sufficient for Buyer to conduct and operate the Company and its Subsidiaries, taken Business as a whole, now being conducted by property addressSeller, and each Company Real Property Lease that is (iii) will be included in the Acquired Assets. No other person has any right to use or possession of any of the Machinery and Equipment included in the Acquired Assets. The Machinery and Equipment included in the Acquired Assets include such spare or replacement parts as are necessary in order to permit the conduct of the Business without material to the Company and its Subsidiaries, taken as a whole, by the property address.interruption. (d)

Real Property. (i) Except as would not be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect, (A) either the Company or a Subsidiary of the Company has good, defensible, marketable and insurable fee simple title to each real property owned by the Company or any Subsidiary, or (such property collectively, the “Company Owned Real Property”), and (B) either the Company or a Subsidiary of the Company has a good and valid leasehold interest in each lease, sublease and other agreement and in each parcel of Company Leased Real Property, under or with respect to which None the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy owns any real property (property. Section 2.1(k)(i) of the “Company Leased Real Property” and such Disclosure Schedule sets forth a list of all material leases, subleases subleases, licenses and other agreements are(true, correct and complete copies of which have been delivered to Parent relating to real property with respect to which the Company and/or any of its Subsidiaries are a party (collectively, the “Company Real Property "Leases”"). The Leases are legal, in each case, free and clear of all Liens, title defects or title exceptions other than any Permitted Tax Liens and Liens that are not material to the Company and its Subsidiaries, taken as a whole. Except as would not be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect, (1) each Company Real Property Lease is valid, binding binding, enforceable and in full force and effect, subject except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors generally and by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law), and the limitation of such enforcement Company and/or its Subsidiaries has a valid leasehold interest in the leasehold estates and licenses created by the Bankruptcy Leases free and Equity Exception and (2) no uncured default on clear of Liens, except where such Liens would not interfere in any material respect with the part conduct of the business of the Company orand its Subsidiaries as currently conducted on the leased premises and would not in the aggregate have a Material Adverse Effect on the Company. To the best knowledge of the Company, if applicableno other parties to the Leases are in breach or default of any such leases. In addition, neither the Company or any of its Subsidiary Subsidiaries are in breach or default of any of the Leases, and no events have occurred which, with the passage of time, could constitute a default or breach by the Company or any of its Subsidiaries under any of the Leases or, to the knowledge of the Company, the landlord thereunder, exists could constitute a default or breach by any other party under any Company Real Property Lease, and no event has occurred or circumstance exists which, with the giving of notice, the passage of time, or both, would constitute a material breach or default under a Company Real Property Lease. Section 3.1(q)(i) of the Company Disclosure Letter contains a true and complete list as of the date hereof of all Company Owned Real Property that is material to the Company and its Subsidiaries, taken as a whole, by property address, and each Company Real Property Lease that is material to the Company and its Subsidiaries, taken as a whole, by the property address.

Real Property. (ia) Except as would not be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect, (A) either the Company or a Subsidiary None of the Company has good, defensible, marketable and insurable Companies owns any fee simple title to interest in real property other than as set forth on Schedule 4.16. None of the Companies leases or subleases (as lessee or sublessee) any real property other than as set forth on Schedule 4.16. Schedule 4.16 sets forth the street address of each parcel of real property owned by each of the Company Companies (the "Owned Property") or any Subsidiaryleased or subleased (as lessee or sublessee) by each of the Companies (the "Leased Property" and, together with the Owned Property, the "Real Property"). Attached hereto as Schedule 4.16 is a list of all of the lease and sublease agreements and all other instruments granting such leasehold interests, rights, options, or other interests, as amended to date (such property collectivelythe "Leases") relating to the Leased Property. A true, the “Company Owned Real Property”)complete, and (B) either the Company or a Subsidiary correct copy of each of the Company Leases has a good and valid leasehold interest in each lease, sublease and other agreement and in each parcel of Company Leased Real Property, under or with respect to which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any real property (the “Company Leased Real Property” and such leases, subleases and other agreements are, collectively, the “Company Real Property Leases”), in each case, free and clear of all Liens, title defects or title exceptions other than any Permitted Tax Liens and Liens that are not material previously been made available to the Company and its Subsidiaries, taken as a wholePurchaser. Except as would not be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect, (1) each Company Real Property Lease is The Leases are valid, binding and in full force and effect, subject except to the limitation extent that enforcement is limited by bankruptcy, insolvency, reorganization, or other laws resulting to or affecting the enforcement of such enforcement creditor's rights generally and by general principles of equity, all rent and other sums and charges payable thereunder are current, no notice of default or termination under any of the Bankruptcy and Equity Exception and (2) Leases is outstanding, no termination event or condition or uncured default on the part of any of the Company or, if applicable, its Subsidiary Companies or, to the knowledge of the CompanySeller or any of the Companies, on the part of the landlord or sublandlord, as the case may be, thereunder, exists under any Company Real Property Leasethe Leases, and no event has occurred or circumstance and no condition exists which, with the giving of notice, notice or the passage lapse of time, time or both, would constitute such a material breach default or default under a Company Real Property Leasetermination event or condition. Section 3.1(q)(i) In the event that any of the Company Disclosure Letter contains Leases is a true and complete list sublease, the relevant Company, as sublessee or sublessor, as the case may be, has obtained the required consent of the date hereof prime landlord to such sublease, and such prime lease is in full force and effect, there are no outstanding uncured notices of all default or termination, and no right of such Company Owned Real Property that is material in any such sublease conflicts with such prime lease. There are no subleases, licenses or other agreements granting to any person other than the relevant Company any right to the Company and its Subsidiariespossession, taken as a wholeuse, by property address, and each Company Real Property Lease that is material to occupancy or enjoyment of the Company and its Subsidiaries, taken as a whole, premises demised by the property addressLeases. All of the premises are used in the conduct of the Companies' business.

Real Property. (i) The scope of the rights in the IPC Properties are sufficient for the operation of the Business in compliance in all material respects with all applicable Laws. No IPC Company owns, leases or uses in connection with its business any real property other than the IPC Properties, except for real property comprising a portion of the Excluded Assets. Except as set forth on Schedule 3.16 or would not be reasonably likely to have, individually or in the aggregate, aggregate reasonably be expected to result in a Company Material Adverse Effect, : (Ai) either the Company or a Subsidiary of the Company has IPC Companies have good, defensible, marketable valid and insurable fee simple title to each real property owned by the Company or any Subsidiary, or (such property collectively, the “Company IPC Owned Real Property”), a good, valid and (B) either the Company or a Subsidiary of the Company has a good and valid insurable leasehold interest in each leasethe Leased Real Property and easements or other similar rights in, sublease and other agreement and in each parcel of Company Leased quiet enjoyment of, the IPC Other Real Property, under or with respect to which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any real property (the “Company Leased Real Property” and such leases, subleases and other agreements are, collectively, the “Company Real Property Leases”), in each case, case free and clear of all Liens, title defects or title exceptions any Liens other than Permitted Liens; (ii) all improvements, occupancy and use of such improvements, occupancy and use of the IPC Properties, and all business operations thereon conform in all material respects with all applicable zoning, building, fire and safety Laws, and none of the IPC Properties has received notice of noncompliance with any Permitted Tax Liens and Liens that are not material to such Laws as of the Company and its Subsidiaries, taken as a whole. Except as would not be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect, date hereof; (1iii) each Company Real Property Lease lease, sublease, easement and license comprising any portion of the IPC Properties is valid, a valid and binding and agreement in full force and effect, subject to the limitation of such enforcement effect and Enforceable by the Bankruptcy and Equity Exception and (2) IPC Company thereto against the other parties thereto, no uncured material default on the part by any of the Company or, if applicable, its Subsidiary IPC Companies or, to the knowledge Knowledge of the CompanySellers, the landlord thereunder, by any other party exists under any provision thereof and no condition or event exists which after notice or lapse of time or both would constitute a material default thereunder by any of the IPC Companies or, to the Knowledge of Sellers, any other party; (iv) there are, to the Knowledge of Sellers, no disputes, oral agreements, or forbearance programs in effect with respect to any such lease, sublease, easement or license; (v) no IPC Company Real nor any IPC Property Leaseis in material breach or default under, and or in violation of or noncompliance with, any such Liens and, to the Knowledge of Sellers, no event has occurred and no condition or circumstance state of facts exists which, with the passage of time or the giving of notice, the passage of time, notice or both, would constitute such a material breach breach, default, violation or default under a Company Real Property Lease. Section 3.1(q)(inoncompliance; (vi) none of the Company Disclosure Letter contains IPC Companies has received written notice and Sellers have no Knowledge of (A) any default by a true and complete list as landlord or other Person under any fee mortgage or other Lien that is superior to any lease, sublease, easement or license comprising a portion of the date hereof IPC Properties or (B) any claim of paramount title by any third party claiming the right to terminate any lease, sublease, easement or license comprising a portion of the IPC Properties; (vii) the IPC Companies have legal and practical access to all Company Owned Real Property that is material roads and utilities needed for the conduct of their business on the IPC Properties; (viii) none of the IPC Companies has received and, to the Company Knowledge of Sellers, there do not exist any adverse claims to such access that would adversely affect the use currently being made of such access by the IPC Companies; (ix) there are no encroachments onto IPC Properties of any improvements on any adjoining property and its Subsidiariesthe improvements are not in violation of applicable setback requirements, taken zoning laws, and ordinances (including being classified as a whole"permitted non-conforming use" or "permitted non-conforming structure"); and (x) the IPC Properties are not located within any flood plain or subject to any similar type of restrictions for which any permit, by property addresslicense or additional insurance may be necessary for the use and operation thereof, and each Company Real Property Lease that is material there are no condemnation or similar proceedings relating to any of the IPC Properties. The transfer of the Generation Assets pursuant to the Company Asset Transfer Agreements (including for these purposes the Generation Agreement) were consummated in compliance in all material respects with all Laws, Permits and its Subsidiaries, taken as a whole, by the property addressany approvals of any Governmental Authority.

Real Property. (ia) Except as would not be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect, (A) either Neither the Company or a Subsidiary nor any of the Company its Subsidiaries has goodowned any real property, defensible, marketable and insurable fee simple title to each real property owned by the Company or any Subsidiary, or except as set forth on Schedule 2.11(a) (such property collectively, the “Company Owned Real Property”). With respect to the currently owned Owned Real Property, and except as set forth on Schedule 2.11(a): (Bi) either there are no leases, subleases or other agreements granting to any party or parties the right of use or occupancy of any portion of the Owned Real Property; (ii) the Company or a Subsidiary of the Company has a good and valid leasehold interest in each lease, sublease and other agreement and in each parcel of Company Leased Real Property, under or with respect to which the Company or any one (1) of its Subsidiaries uses or occupies or has the right good and clear record and marketable title to use or occupy any real property (the “Company Leased Real Property” and such leases, subleases and other agreements are, collectively, the “Company Real Owned Property Leases”), in each case, free and clear of all Liens, title defects or title exceptions other than any Permitted Tax Liens Liens; (iii) none of the buildings on the Owned Real Property is in need of maintenance or repairs, normal wear and Liens that are not material to the Company tear and its Subsidiaries, taken as a whole. Except as would not be reasonably likely to have, individually or maintenance in the aggregate, a Company Material Adverse Effect, Ordinary Course of Business excepted; (1iv) each Company Real Property Lease there is valid, binding and in full force and effect, subject to the limitation of such enforcement by the Bankruptcy and Equity Exception and (2) no uncured default on the part of the Company or, if applicable, its Subsidiary pending or, to the knowledge of the Company, threatened condemnation, eminent domain, administrative or similar proceeding with respect to any Owned Real Property; (v) the landlord thereunder, exists under any Company Real Property Lease, and no event has occurred or circumstance exists which, with the giving of notice, the passage of time, or both, would constitute a material breach or default under a Company Real Property Lease. Section 3.1(q)(i) of the Company Disclosure Letter contains a true and complete list as of the date hereof of all Company legal description for such Owned Real Property that is material contained in the deed thereof describes such Owned Real Property fully and adequately; (vi) there are no buildings or improvements located on such Owned Real Property; (vii) there are no outstanding options or rights of first refusal to purchase such Owned Real Property, or any portion thereof or interest therein, (viii) such Owned Real Property abuts on and has direct vehicular access to a public road or access to a public road via a permanent, irrevocable appurtenant easement benefiting such property and (ix) neither the Company nor any Subsidiary has received notice of, and to the Company and its Subsidiariesknowledge of the Company, taken as a whole, by property address, and each Company there is no proposed or pending proceeding to change or redefine the zoning classification of all or any portion of such Owned Real Property Lease that is material to the Company and its Subsidiaries, taken as a whole, by the property addressProperty.

Real Property. (ia) Schedule 4.12(a)(1) sets forth a complete list of all real property and interests in real property leased by the Company (individually, a "Real Property Lease" and the real properties specified in such leases being referred to herein individually as a "Company Property" and collectively as the "Company Properties") as lessee or lessor. The Company Property constitutes all interests in real property currently used or currently held for use in connection with the business of the Stores and which are necessary for the continued operation of the business of the Stores as the business is currently conducted. Except as would not be reasonably likely set forth on Schedule 4.12(a)(2), to have, individually or in the aggregate, a Company Material Adverse Effect, (A) either the Company or a Subsidiary best of the Company has good, defensible, marketable and insurable fee simple title to each real property owned by s and/or the Company or any Subsidiary, or (such property collectivelyShareholder s knowledge, the “premises leased pursuant to the Real Property Leases comply with all building, fire, zoning and other ordinances and regulations applicable thereto. The Company Owned has paid all rent, additional rent and/or other charges reserved and payable under each of the Real Property”Property Leases to the extent so payable as of the date hereof. The Company has a valid and enforceable leasehold interest under each of the Real Property Leases, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors rights and remedies generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity), and (B) either the Company or a Subsidiary of ; the Company has a good and valid leasehold interest in each lease, sublease and other agreement and in each parcel not caused an event of Company Leased Real Property, under default or received any written notice of any default or event that with respect to which the Company notice or any of its Subsidiaries uses or occupies or has the right to use or occupy any real property (the “Company Leased Real Property” and such leases, subleases and other agreements are, collectively, the “Company Real Property Leases”), in each case, free and clear of all Liens, title defects or title exceptions other than any Permitted Tax Liens and Liens that are not material to the Company and its Subsidiaries, taken as a whole. Except as would not be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect, (1) each Company Real Property Lease is valid, binding and in full force and effect, subject to the limitation of such enforcement by the Bankruptcy and Equity Exception and (2) no uncured default on the part of the Company or, if applicable, its Subsidiary or, to the knowledge of the Company, the landlord thereunder, exists under any Company Real Property Lease, and no event has occurred or circumstance exists which, with the giving of notice, the passage lapse of time, or both, would constitute a material breach default by the Company under any of the Real Property Leases; and none of the landlords in respect of the Real Property Leases has caused an event of default that with notice or lapse of time, or both, would constitute a default by any one of such landlords under any of the Real Property Leases. Except as set forth on Schedule 4.12(a)(3), there is no management agreement, equipment lease, service contract or other contract or agreement to which the Company is a party affecting any Company Property (collectively, "Property Contracts") which (i) was not made in the ordinary course of business, (ii) is not terminable upon 30 days prior notice by the Company without payment of a premium or penalty or (iii) requires payments in excess of an amount that, if added to the monthly payment obligations of all other Property Contracts in respect of such Company Property, would cause the aggregate amount of all monthly payment obligations in respect of all Property Contracts for such Company Property to exceed $1,000 with respect to a Real Property Lease. Section 3.1(q)(i) The Company has delivered to the Purchaser true, correct and complete copies of the Company Disclosure Letter contains a true and complete list as of the date hereof of all Company Owned Real Property that is material to Leases, together with all amendments, modifications or supplements, if any, thereto. The Company presently owns and operates the Company and its SubsidiariesStores, taken as a whole, by property address, and each Company Real Property Lease that is material to which includes the Company and its Subsidiaries, taken as a whole, by check cashing stores at the property addresslocations set forth on Schedule 4.12(a)(1).

Real Property. (ia) Except as would not be reasonably likely Schedule 4.12 identifies by street address all real estate ------------- leased, subleased or otherwise occupied pursuant to have, individually or in an agreement (the aggregate, a Company Material Adverse Effect, (A"Leases") either the Company or a Subsidiary of the Company has good, defensible, marketable and insurable fee simple title to each real property owned ------ by the Company or any SubsidiaryCompany Subsidiary (the "Leased Premises") or owned by the --------------- Company or any Company Subsidiary ("Owned Property", or (such property collectivelyand, collectively with the -------------- Leased Premises, the “Company Owned "Real Property”"). The Leased Premises are leased to the ------------- Company or such Company Subsidiary pursuant to written leases, and copies of which have been made available to Purchaser. With respect to each Lease: (Bi) either the Company or a the applicable Company Subsidiary of the Company has a good and valid leasehold interest in and to all of the Leased Premises, and, to the Company's knowledge, such leasehold interest is subject to no Liens other than those listed on Schedule 4.12; (ii) each lease, sublease Lease is in full force and other agreement effect and is enforceable in each parcel ------------- accordance with its terms and none of Company Leased Real Property, under or with respect to which the Company or any of its Subsidiaries uses Company Subsidiary has assigned, transferred, conveyed, mortgaged, deeded in trust, or occupies encumbered any interest in such Lease; (iii) there exists no default or has the right to use or occupy any real property (the “Company Leased Real Property” and such leases, subleases and other agreements are, collectively, the “Company Real Property Leases”), in each case, free and clear of all Liens, title defects or title exceptions other than any Permitted Tax Liens and Liens that are not material to the Company and its Subsidiaries, taken as a whole. Except as would not be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect, (1) each Company Real Property Lease is valid, binding and in full force and effect, subject to the limitation of such enforcement by the Bankruptcy and Equity Exception and (2) no uncured default on the part of the Company or, if applicable, its Subsidiary or, to the knowledge of the Company, the landlord thereunder, exists under any Company Real Property Lease, and no event has occurred or circumstance exists condition which, with the giving of notice, the passage of time, time or both, would constitute could become a material breach or default under any Lease; and (iv) 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. Except as set forth on Schedule 4.12, there are no outstanding options or rights of first ------------- refusal to purchase the Owned Property or any portion thereof or interest therein. The Company or a Company Subsidiary has good and marketable title in and to the Owned Property, free and clear of all Liens, except (i) for general real estate taxes and special assessments not yet delinquent, easements, rights of parties in possession, covenants, conditions and restrictions and other matters of record which do not materially impair the occupancy or use of the Real Property Lease. Section 3.1(q)(i) for the purposes for which it is currently used in connection with the Company's business, utility easements, building restrictions, zoning restrictions and other easements and restrictions, whether or not recorded, existing generally with respect to properties of a similar character and which are not violated in any material respect by the current use and operation of the Company Disclosure Letter contains a true and complete list as of the date hereof of all Company Owned Real Property that is material to the Company and its Subsidiaries, taken (ii) as a whole, by property address, and each Company Real Property Lease that is material to the Company and its Subsidiaries, taken as a whole, by the property address.otherwise set forth on Schedule 4.12. -------------

Real Property. (i) The IPC Properties and the scope of the IPC Companies’ rights in the IPC Properties are sufficient for the operation of the Business in the manner currently operated and in compliance in all material respects with all applicable Laws. No IPC Company owns, leases or uses in connection with the Business any real property other than the IPC Properties. Except as set forth on Schedule 3.16 or as would not be reasonably likely to have, individually or in the aggregate, aggregate reasonably be expected to result in a Company Material Adverse Effect, : (Ai) either the Company or a Subsidiary of the Company has IPC Companies have good, defensiblevalid, marketable and insurable fee simple title to each real property owned by the Company or any Subsidiary, or (such property collectively, the “Company IPC Owned Real Property”), a good, valid, marketable and (B) either the Company or a Subsidiary of the Company has a good and valid insurable leasehold interest in each lease, sublease and other agreement and in each parcel of Company the Leased Real Property, under and easements or with respect to which other similar rights in, and quiet enjoyment of, the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any real property (the “Company Leased IPC Other Real Property” and such leases, subleases and other agreements are, collectively, the “Company Real Property Leases”), in each case, case free and clear of all Liens, title defects or title exceptions any Liens other than Permitted Liens (and, in the case of the Leased Real Property, subject to (a) any Permitted Tax Liens assignment or transfer restrictions and Liens that are not other terms and conditions contained in any applicable lease, and (b) if applicable, the lack of recordation of such lease or a memorandum thereof in the applicable local real estate recording office); (ii) all improvements and occupancy, and the use of such improvements and occupancy of the IPC Properties, and all business operations thereon conform in all material respects with all applicable zoning, building, fire and safety Laws and, to the Company and its SubsidiariesKnowledge of Seller, taken as a whole. Except as would not be reasonably likely to have, individually or in none of the aggregate, a Company Material Adverse Effect, IPC Properties has received any currently effective notice of noncompliance with any Laws; (1iii) each Company Real Property Lease lease, sublease, easement, license or other agreement or instrument comprising any portion of the IPC Properties is valid, a valid and binding and agreement in full force and effect, subject to the limitation of such enforcement effect and Enforceable by the Bankruptcy and Equity Exception and (2) IPC Company which is a party thereto against the other parties thereto, no uncured material default on the part by any of the Company or, if applicable, its Subsidiary IPC Companies or, to the knowledge Knowledge of the CompanySeller, the landlord thereunder, by any other party exists under any provision thereof and no condition or event exists which after notice or lapse of time or both would constitute a material default thereunder by any of the IPC Companies or, to the Knowledge of Seller, any other party; (iv) there are, to the Knowledge of Seller, no disputes, oral agreements, or forbearance programs in effect with respect to any such lease, sublease, easement, license or other agreement or instrument; (v) no IPC Company Real nor any IPC Property Leaseis in material breach or default under, and or in violation of or noncompliance with, any Liens and, to the Knowledge of Seller, no event has occurred and no condition or circumstance state of facts exists which, with the passage of time or the giving of notice, the passage of time, notice or both, would constitute such a material breach breach, default, violation or default under a Company Real Property Lease. Section 3.1(q)(inoncompliance; (vi) none of the Company Disclosure Letter contains IPC Companies has received written notice and Seller have no Knowledge of (A) any default by a true and complete list as landlord or other Person under any fee mortgage or other Lien that is superior to any lease, sublease, easement or license comprising a portion of the date hereof IPC Properties or (B) any claim of paramount title by any third party claiming the right to terminate any lease, sublease, easement or license comprising a portion of the IPC Properties; (vii) the IPC Companies have legal and practical access to all Company Owned Real Property that is material roads and utilities needed for the conduct of their business on the IPC Properties in the manner presently conducted; (viii) none of the IPC Companies has received and, to the Company Knowledge of Seller, there do not exist any adverse claims to such access that would adversely affect the use currently being made of such access by the IPC Companies; (ix) there are no encroachments onto IPC Properties of any improvements on any adjoining property; (x) the IPC Properties are not located within any flood plain or subject to any similar type of restrictions for which any permit, license or additional insurance may be necessary for the use and its Subsidiaries, taken as a whole, by property address, operation thereof; and each Company Real Property Lease that is material (xi) there are no pending condemnation or similar proceedings relating to any of the IPC Properties. The transfer of the Generation Assets pursuant to the Company Asset Transfer Agreements (including for these purposes the Generation Agreement) were consummated in compliance in all material respects with all Laws, Permits and its Subsidiaries, taken as a whole, by the property addressany approvals of any Governmental Authority.

Real Property. (a) Schedule 5.14(a) sets forth a true and -------------- ----------------- complete list of all real property (i) in which any Asset Selling Corporation or Conveyed Company holds legal or equitable title or (ii) which is leased by any Asset Selling Corporation or Conveyed Company and in each case is utilized primarily in the Business (collectively, the "Real Property"). Except as set ------------- forth in Schedule 5.14(a), each Asset Selling Corporation or Conveyed Company ----------------- has marketable title to, or a valid leasehold interest entitling them to the sole and unencumbered right to possession and use of, all of their respective Real Properties utilized in the Business, free and clear of all Liens of any kind or character, other than Permitted Encumbrances. (b) Except as set forth on Schedule 5.14(a), there are no leases, ground ---------------- leases, licenses or other occupancy agreements affecting any of the Real Property or to which any Asset Selling Corporation or Conveyed Company is a party or bound with respect to the Real Property (other than any such leases, ground leases, licenses or other occupancy agreements with respect to any sales office or warehouse as would not require in the aggregate payments in excess of $10,000,000). Each lease of Real Property is a valid and binding obligation of the relevant Asset Selling Corporation or Conveyed Company and, to the knowledge of Pfizer, the other party thereto, and no Asset Selling Corporation or Conveyed Company has received or given written notice of a default under any lease to which any Real Property is subject, and no event or condition exists which constitutes a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default by any Asset Selling Corporation or Conveyed Company, or, to the Knowledge of Pfizer, any other party thereto, under any such lease, except for such breaches, violations and defaults which would not be reasonably likely to result in damages in excess of $10,000,000 in the aggregate. (c) There are (i) to the Knowledge of Pfizer, no plans by any Governmental Authority which are reasonably likely to result in the imposition of any general or special assessment relating to any of the Real Property; (ii) no non-conforming uses, variances, special exceptions, conditions, permits or agreements (other than non-conforming uses and variances that exist as the result of variances properly granted by the appropriate Governmental Authority) pertaining to any of the Real Property imposed on or granted by or entered into by any Asset Selling Corporation or Conveyed Company which are enforceable by any Governmental Authority; and (iii) no written notices from any Governmental Authority which have been received by any Asset Selling Corporation or Conveyed Company alleging a violation of any applicable building, land use, zoning, fire, health or safety laws, codes, ordinance or rules, or requiring or calling attention to the need for any work, repair, construction, alteration, or installation on, or in connection with, any of the Real Property, except in the case of clauses (ii) and (iii) hereof for such nonconforming uses, variances, special exceptions, conditions, permits and agreements and failures to perform such work, repair, construction, alteration or installation as would not be reasonably likely to have, individually or result in the aggregate, a Company Material Adverse Effect, (A) either the Company or a Subsidiary damages in excess of the Company has good, defensible, marketable and insurable fee simple title to each real property owned by the Company or any Subsidiary, or (such property collectively, the “Company Owned Real Property”), and (B) either the Company or a Subsidiary of the Company has a good and valid leasehold interest in each lease, sublease and other agreement and in each parcel of Company Leased Real Property, under or with respect to which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any real property (the “Company Leased Real Property” and such leases, subleases and other agreements are, collectively, the “Company Real Property Leases”), in each case, free and clear of all Liens, title defects or title exceptions other than any Permitted Tax Liens and Liens that are not material to the Company and its Subsidiaries, taken as a whole$10,000,000. Except as would not be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect, (1) each Company Real Property Lease There is valid, binding and in full force and effect, subject to the limitation of such enforcement by the Bankruptcy and Equity Exception and (2) no uncured default on the part of the Company or, if applicable, its Subsidiary pending or, to the knowledge Knowledge of Pfizer, threatened change in the zoning classification of any parcel of the Company, the landlord thereunder, exists under any Company Real Property Leaseand no condemnation or eminent domain proceeding against any Real Property is pending or, to the Knowledge of Pfizer, threatened. (d) Each Asset Selling Corporation or Conveyed Company has rights of access to entry to the Real Property. To the Knowledge of Pfizer, there are no unrecorded easements relating to the Real Property and no Person or Governmental Authority is encroaching upon any of the Real Property in a way that materially impairs the use of such property. Except as set forth in Schedule 5.14(d), (i) ---------------- to the Knowledge of Pfizer, no Person or Governmental Authority has notified any of the Asset Selling Corporations or Conveyed Companies of a claim that any activities of the Business are encroaching upon the properties, easements or rights of way of others (ii) no activities of the Asset Selling Corporations or Conveyed Companies are encroaching on any Person or Governmental Authority, and (iii) there are no event has occurred parties in possession having or, to the Knowledge of Pfizer, claiming rights to possession of any of the Real Property. (e) To the Knowledge of Pfizer, except as set forth in Schedule 5.14(e), all ---------------- of the Purchased Assets consisting of real estate, buildings, and equipment (whether owned or circumstance exists which, leased) currently used in the normal operations of the Business have been maintained in reasonable operating condition in a manner consistent with the giving normal maintenance procedures of noticethe Business and are free from material defects, except for such defects that reasonably would be expected to result in the passage cost of time, repair or both, would constitute a material breach replacement of $10,000,000 or default under a Company Real Property Leasemore in the aggregate other than replacement for normal and planned obsolescence. Section 3.1(q)(i) of the Company Disclosure Letter contains a true and complete list as of the date hereof of all Company Owned Real Property that is material to the Company and its Subsidiaries, taken as a whole, by property address, and each Company Real Property Lease that is material to the Company and its Subsidiaries, taken as a whole, by the property address.5.15

Real Property. (i) Except as would not be reasonably likely to have, individually or Seller owns a fee simple interest in the aggregate20xx Xxxxxx Real Property. At Closing, a Company Material Adverse EffectSeller will convey by Limited Warranty Deed, (A) either fee simple absolute title, to the Company 20xx Xxxxxx Real Property to the New LLC. The 20xx Xxxxxx Real Property constitutes all real properties used or a Subsidiary occupied by Seller in connection with the Business or reflected on the Financial Statements. Upon conveyance of the Company has good20xx Xxxxxx Real Property by Limited Warranty Deed to the New LLC, defensible, marketable and insurable the New LLC will have a fee simple title to each real property owned by the Company or any Subsidiary, or (such property collectively, the “Company Owned Real Property”), and (B) either the Company or a Subsidiary of the Company has a good and valid leasehold absolute ownership interest in each lease, sublease and other agreement and in each parcel of Company Leased the 20xx Xxxxxx Real Property, under or with respect to which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any real property (the “Company Leased Real Property” and such leases, subleases and other agreements are, collectively, the “Company Real Property Leases”), in each case, interest will be free and clear of all Liens, title defects or title exceptions other than any Permitted Tax except for Liens and Liens that are not material created by the New LLC. With respect to the Company 20xx Xxxxxx Real Property: (a) Seller has all easements and its Subsidiaries, taken as a whole. Except as would not be reasonably likely rights necessary to have, individually or in conduct the aggregate, a Company Material Adverse Effect, Business; (1b) each Company Real Property Lease no portion thereof is valid, binding and in full force and effect, subject to the limitation of such enforcement by the Bankruptcy and Equity Exception and (2) no uncured default on the part of the Company or, if applicable, its Subsidiary any pending or, to the knowledge of Seller or any Member, threatened condemnation proceeding or proceeding by any public authority; (c) the Companybuildings, plants and structures, including heating, ventilation and air conditioning systems, roof, foundation and floors, are in good operating condition and repair, subject only to ordinary wear and tear, and are not in violation of any zoning or other Rules; (d) there are no leases, subleases, licenses, concessions or other agreements, written or oral, granting to any party or parties the landlord thereunder, exists under right of use or occupancy of any Company portion of the 20xx Xxxxxx Real Property; (e) the 20xx Xxxxxx Real Property Lease, is supplied with utilities and no event has occurred or circumstance exists which, with other services necessary for the giving operation of notice, such facilities; (f) the passage of time, or both, would constitute a material breach or default under a Company 20xx Xxxxxx Real Property Lease. Section 3.1(q)(iis not located within a wetland or an area of flood hazard for which flood insurance is required to be obtained; and (g) of there are no public improvements which may result in special assessments against or otherwise affect the Company Disclosure Letter contains a true and complete list as of the date hereof of all Company Owned 20xx Xxxxxx Real Property that is material to the Company and its Subsidiaries, taken as a whole, by property address, and each Company Real Property Lease that is material to the Company and its Subsidiaries, taken as a whole, by the property addressProperty.

Real Property. Schedule 5.13 sets forth a complete list of (i) Except as would not be reasonably likely to have, individually or all real property and interests in the aggregate, a Company Material Adverse Effect, (A) either the Company or a Subsidiary of the Company has good, defensible, marketable and insurable fee simple title to each real property owned in fee by the Company or any SubsidiaryCompanies (individually, or (such property an "Owned Property" and collectively, the “Company "Owned Real Property”Properties"), and (Bii) either all leases of real property by the Companies involving annual payments in excess of $25,000 (individually, a "Real Property Lease" and collectively, the "Real Property Leases" and, together with the Owned Properties, being referred to herein individually as a "Company Property" and collectively as the "Company Properties") as lessee or a Subsidiary of the Company has a lessor. The Companies have good and valid leasehold interest in each lease, sublease and other agreement and in each parcel of Company Leased Real fee title to all Owned Property, under or with respect to which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any real property (the “Company Leased Real Property” and such leases, subleases and other agreements are, collectively, the “Company Real Property Leases”), in each case, free and clear of all LiensLiens of any nature whatsoever except (A) Liens set forth on Schedule 5.13 and (B) Permitted Exceptions. The Seller Parent and the Seller have made available to the Purchasers copies of all (A) Real Property Leases and (B) all deeds, title defects or title exceptions other than any Permitted Tax Liens reports and Liens that are not material to policies for the Company and its Subsidiaries, taken as a whole. Except as would not be reasonably likely to have, individually or Owned Properties in the aggregate, a Company Material Adverse Effect, (1) each Company possession of the Companies. Each Real Property Lease is valid, binding and in full force and effecteffect and is enforceable in accordance with its terms by any Company, subject to the limitation of such enforcement by the Bankruptcy applicable bankruptcy, insolvency, concurso mercantile, reorganization, moratorium and Equity Exception similar Laws affecting creditors' rights and (2) no uncured default on the part of the Company orremedies generally, if applicableand subject, its Subsidiary oras to enforceability, to the knowledge general principles of the Companyequity, the landlord thereunderincluding principles of commercial reasonableness, exists under good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity). The Companies have not received any Company Real Property Lease, and no written notice of any default or event has occurred that with notice or circumstance exists which, with the giving of notice, the passage lapse of time, or both, would constitute a material breach or default by any Company under a Company any of the Real Property LeaseLeases. Section 3.1(q)(i) The Companies have not received any written notice from any Governmental Body asserting any violation or alleged violation of Laws with respect to any Company Property. To the Knowledge of the Company Disclosure Letter contains a true and complete list as Seller Parent, the current use by the Companies of the date hereof plants, offices and other facilities located on Company Properties does not violate any zoning or similar land use regulation of all Company Owned Real Property that is any Governmental Body in any material to the Company and its Subsidiaries, taken as a whole, by property address, and each Company Real Property Lease that is material to the Company and its Subsidiaries, taken as a whole, by the property addressrespect.

Real Property. (a) For purposes of this Agreement, "Permitted Encumbrances" means (i) Except ----------------------- customary Encumbrances for current Taxes, assessments and other governmental charges not yet due and payable, except as would not be reasonably likely to haveotherwise prohibited herein; (ii) Encumbrances, individually or encroachments and any other matters reflected in the aggregatesurveys of the Owned Real Property and the 6 Commerce Boulevard parcel of the Leased Real Property delivered bx xxx Xxxxxxx, a Xxxxxngs, or Company Material Adverse Effectto Parent; (iii) any other Encumbrances or matter reflected in the title policies for the Owned Real Property or the 6 Commerce Boulevard parcel of the Leased Real Property delivexxx xx Xxxxxxxx xx Xxxpany to Parent and any other Encumbrances on the 6 Commerce Boulevard parcel of the Leased Real Property whicx xxxx xxx Xxxxxxxxxces created by the Company; (iv) applicable zoning Laws, building codes, land use restrictions, and other similar restrictions imposed by Law, statute, rule, regulation, ordinance, order or process promulgated by any Governmental Authority; (Av) either those Encumbrances listed in Section 3.13(a) of the Disclosure Schedule; and (vi) any other encumbrance which does not adversely affect the use or operation of any subject property as it is currently used or operated in connection with the business of the Company, or the value of the subject property as used or operated by the Company, in the reasonable discretion of Parent, provided, however, with respect to each of the foregoing, that Holdings shall be required to remove or cause the Company to remove prior to the Closing all liens and Encumbrances securing monetary obligations. "Leases" means the real property leases, subleases, licenses and use or a Subsidiary of ------ occupancy agreements pursuant to which the Company has goodis the lessee, defensiblesublessee, marketable and insurable fee simple title licensee, user or occupant of real property, or interests therein. "Leased Real ----------- Property" means all interests in real property leased, subleased, licensed, used -------- or occupied by the Company pursuant to each the Leases. "Owned Real Property" means ------------------- all real property owned by the Company or any Subsidiary, or (such property collectively, Company. "Real Property" means the “Company Owned Real Property”), -------------- Property and (B) either the Company or a Subsidiary of the Company has a good and valid leasehold interest in each lease, sublease and other agreement and in each parcel of Company Leased Real Property, under or with respect to which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any real property (the “Company Leased Real Property” and such leases, subleases and other agreements are, collectively, the “Company Real Property Leases”), in each case, free and clear of all Liens, title defects or title exceptions other than any Permitted Tax Liens and Liens that are not material to the Company and its Subsidiaries, taken as a whole. Except as would not be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect, (1) each Company Real Property Lease is valid, binding and in full force and effect, subject to the limitation of such enforcement by the Bankruptcy and Equity Exception and (2) no uncured default on the part of the Company or, if applicable, its Subsidiary or, to the knowledge of the Company, the landlord thereunder, exists under any Company Real Property Lease, and no event has occurred or circumstance exists which, with the giving of notice, the passage of time, or both, would constitute a material breach or default under a Company Real Property Lease. Section 3.1(q)(i) of the Company Disclosure Letter contains a true and complete list as of the date hereof of all Company Owned Real Property that is material to the Company and its Subsidiaries, taken as a whole, by property address, and each Company Real Property Lease that is material to the Company and its Subsidiaries, taken as a whole, by the property address.

Real Property. (i) Except as would The Company does not be reasonably likely to havecurrently own, individually or in the aggregate, a Company Material Adverse Effect, (A) either nor has the Company or a Subsidiary of the Company has goodever owned, defensible, marketable and insurable fee simple title to each any real property owned by the Company or any Subsidiary, or (such property collectively, the “Company Owned Real Property”), and (Bthe Facilities are the only Real Property currently leased, used or occupied by the Company. Schedule 3.12(c) either includes a list of each lease or similar agreement under which the Company was, during the last five (5) years, the lessee of, or held or operated any Real Property owned by any Affiliate or other third Person. The use of each of Facilities as currently used is a Subsidiary of the Company has a good and valid leasehold interest in each lease, sublease and other agreement and in each parcel of Company Leased Real Property, under or permitted use with respect to which the Company or any of its Subsidiaries uses or occupies or has the each Facility by right to use or occupy any real property (the “Company Leased Real Property” and such leases, subleases and other agreements are, collectively, the “Company Real Property Leases”), in each case, free and clear of all Liens, title defects or title exceptions other than any Permitted Tax Liens and Liens that are not material to the Company and its Subsidiaries, taken as a whole. Except as would not be reasonably likely to have, individually or in the aggregateapplicable zoning classification, a Company Material Adverse Effectand no variances are needed and none have been granted with respect to any Facility. The Facilities and the Company’s use thereof as currently utilized are in compliance with all covenants, (1) each Company Real Property Lease is validconditions and restrictions of record. To the Company’s knowledge, binding and there are currently in full force and effecteffect duly issued certificates of occupancy permitting each Facility and improvements located thereon to be legally used and occupied as the same are currently constituted. To the Company’s knowledge, subject no fact or condition exists that would prohibit or adversely affect the ordinary rights of access to and from any Facility from and to the limitation of such enforcement by the Bankruptcy existing highways and Equity Exception roads, and (2) there is no uncured default on the part of the Company or, if applicable, its Subsidiary pending or, to the knowledge of Company’s knowledge, threatened restriction or denial, governmental or otherwise, upon such ingress and egress. To the Company’s knowledge, no Facility is located in a flood plain, flood hazard area, wetland or lakeshore erosion area within the landlord thereundermeaning of any Law or Order. No public improvements have been commenced and, exists under to the Company’s knowledge, none are planned that in either case may result in special assessments against or otherwise materially adversely affect any Company Real Property LeaseFacility. All electric, gas, water, sewage, communications and no event has occurred or circumstance exists which, with other utilities necessary to conduct the giving of notice, Business at each Facility are sufficient for the passage of time, or both, would constitute a material breach or default under a Company Real Property Lease. Section 3.1(q)(i) normal operations of the Company Disclosure Letter contains a true as conducted during the preceding twelve (12) months. All installation and complete list as collection charges in respect of such utilities have been paid in full. There are no outstanding, defaulted or unsatisfied Contracts which have been made to, with or for the date hereof benefit of all any utility companies, school districts, water districts, improvement districts or other Governmental Entities which could reasonably be expected to impose any obligation, liability or condition on the Company Owned Real Property that is material or the Business or, the owner of any Facility to grant any easements or to make any payments, contributions or dedications of money or land or to construct, install or maintain or to contribute to the Company and its Subsidiariesconstruction, taken as installation or maintenance of any improvements of a wholepublic or private nature, by property address, and each Company Real Property Lease that is material to the Company and its Subsidiaries, taken as a whole, by the property addresswhether on or off any Facility.

Real Property. (iThe Inso Subs do not own any Real Property. Schedule ------------- -------- 8.01(f) Except contains a complete and accurate list of all leases pursuant to which ------- the Inso Subs lease Real Property, which list includes a statement as would to any requirements for the consent of third parties to assignments or changes of control thereof. The leases listed in Part A of Schedule 8.01(f) are in full ---------------- force and effect and have not be reasonably likely to havebeen changed, individually or in the aggregate, a Company Material Adverse Effect, (A) either the Company or a Subsidiary of the Company has good, defensible, marketable and insurable fee simple title to each real property owned by the Company or any Subsidiaryaltered, or (such property collectivelymodified, the “Company Owned Real Property”except as indicated in Schedule 8.01(f), and (B) either the Company or a Subsidiary there is no state of facts as of the Company has a good and valid leasehold interest in each leasedate ---------------- hereof, sublease and other agreement and in each parcel of Company Leased Real Property, under or with respect to which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any real property (the “Company Leased Real Property” and such leases, subleases and other agreements are, collectively, the “Company Real Property Leases”), in each case, free and clear of all Liens, title defects or title exceptions other than any Permitted Tax Liens and Liens that are not material to the Company and its Subsidiaries, taken as a whole. Except as would not be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect, (1) each Company Real Property Lease is valid, binding and in full force and effect, subject to the limitation of such enforcement by the Bankruptcy and Equity Exception and (2) no uncured default on the part of the Company or, if applicable, its Subsidiary or, to the knowledge of the Company, the landlord thereunder, exists under any Company Real Property Lease, and no event has occurred or circumstance exists which, with the giving of notice, the notice or passage of time, or both, would constitute a material breach or default under a any such Leases. Except as set forth in Schedule 8.01(f), there ---------------- are no current or pending special assessments against any parcel of Real Property. The Inso Subs and Company have not granted to any Person any right of first refusal, right of first opportunity, option or similar rights to purchase the Inso Subs' leasehold estate in any parcel of Real Property. The Inso Subs and Company have not received notice from any insurance company that it will require alteration of the Real Property Lease. Section 3.1(q)(i) for continuance of a policy insuring the Real Property or the maintenance of rates with respect thereto nor has it entered into any, and to the knowledge of the Company Disclosure Letter Inso Subs or Company, there is no, development agreement or agreement that limits the Inso Subs' ability to protest taxes, fixes minimum taxes or requires continued business operations. All water, sewer, gas, electric, telephone, drainage and other utility equipment, facilities and services now used for the operation of each parcel of the Real Property are adequate to service the Inso Subs' use of such property. Except with respect to Environmental Laws, as to which separate representations and warranties are made in Section 8.01(k), the leased premises of the Real Property is in compliance with all applicable federal, state and local Laws, including without limitation the ADA, and all applicable insurance requirements to the extent compliance is the responsibility of the Inso Subs under the applicable lease except, in each case and in the aggregate, where the failure of the Real Property to be in compliance would not have a Material Adverse Effect. Except for the Real Property subject to the leases listed on Schedule 8.01(f), and ---------------- public roads, and except for home-based offices utilized by IED employees in connection with the performance of their employment duties, no real property is regularly used in the operation of the Inso Subs' business. Schedule 8.01(f) ---------------- contains a true complete and complete accurate list as of all leases for real property terminated by either of the date hereof of all Company Owned Real Property that is material to Inso Subs, or by the Company and its Subsidiarieson behalf of either of the Inso Subs, taken as a wholesince January 1, by property address1998, and each Company Real Property Lease that is material including the termination date of any such lease. The Inso Subs have no liabilities or obligations related to the Company and its Subsidiaries, taken as a whole, by the property addressany such terminated leases for real property.

Real Property. Except as disclosed to the Investors in writing or as disclosed in the Company SEC Documents prior to the date hereof, (i) Except as the applicable Subsidiaries of the Company have good title in fee simple to the Owned Real Property; (ii) there are no rights of first offer to purchase, rights of first refusal to purchase or purchase options pertaining to the Owned Real Property; (iii) the applicable Subsidiaries are not in default (which has continued after the giving of any applicable notice and expiration of any applicable cure period), and to the Company’s actual knowledge each of the tenants are not in default (which has continued after the giving of any applicable notice and expiration of any applicable cure period), in the performance of their respective material obligations under any lease, license or other occupancy agreement that is currently in effect for space in the Owned Real Property; (iv) to the Company’s actual knowledge, there are no hazardous substances on, under or at the Owned Real Property in violation of applicable law, except to the extent that any such violation would not reasonably be reasonably likely expected to have, individually or in the aggregate, have a Company Material Adverse Effect, ; (Av) either none of the Company or its Subsidiaries has received written notice that a Subsidiary condemnation or eminent domain proceeding concerning the Owned Real Property has commenced or will be commencing; (vi) none of the Company or its Subsidiaries has goodreceived written notice of any material violation of applicable law, defensibleordinance, marketable rule, regulation or code, court order or order or agreement with any federal, state or local governmental body or agency applicable to the ownership, development, operation or maintenance of the Owned Real Property which remains uncured; and insurable fee simple title to each real property owned (vii) no default (which has continued after the giving of any applicable notice and expiration of any applicable cure period) by the Company or any Subsidiaryapplicable Subsidiaries under the existing mortgage loan agreements in respect of the Owned Real Property exists. For purposes herein, or (such property collectively, the “Company Owned Real Property”), and (B) either ” shall mean the Company or a Subsidiary Properties identified as being owned by certain Subsidiaries of the Company has a good and valid leasehold interest in each lease, sublease and other agreement and in each parcel of Company Leased Real Property, under or with respect to which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any real property (the “Company Leased Real Property” and such leases, subleases and other agreements are, collectively, the “Company Real Property Leases”), in each case, free and clear of all Liens, title defects or title exceptions other than any Permitted Tax Liens and Liens that are not material to the Company and its Subsidiaries, taken as a whole. Except as would not be reasonably likely to have, individually or in the aggregateForm 10-Q filed on August 11, a Company Material Adverse Effect, (1) each Company Real Property Lease is valid, binding and in full force and effect, subject to the limitation of such enforcement by the Bankruptcy and Equity Exception and (2) no uncured default on the part of the Company or, if applicable, its Subsidiary or, to the knowledge of the Company, the landlord thereunder, exists under any Company Real Property Lease, and no event has occurred or circumstance exists which, with the giving of notice, the passage of time, or both, would constitute a material breach or default under a Company Real Property Lease. Section 3.1(q)(i) of the Company Disclosure Letter contains a true and complete list as of the date hereof of all Company Owned Real Property that is material to the Company and its Subsidiaries, taken as a whole, by property address, and each Company Real Property Lease that is material to the Company and its Subsidiaries, taken as a whole, by the property address2021.

Real Property. (ia) Except as would not be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect, (ASection 4.07(a)(i) either the Company or a Subsidiary of the Company has goodDisclosure Schedules sets forth an accurate and complete list all real property owned by Seller Entities and used exclusively in connection with the Business to be transferred to Buyer pursuant to the transactions contemplated by this Agreement (collectively, defensiblethe “Transferred Real Property”). To Seller’s Knowledge, Seller Entities have good and marketable and insurable fee simple title to each real property owned by the Company or any Subsidiary, or (such property collectively, the “Company Owned Transferred Real Property”), and (B) either the Company or a Subsidiary of the Company has a good and valid leasehold interest in each lease, sublease and other agreement and in each parcel of Company Leased Real Property, under or with respect to which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any real property (the “Company Leased Real Property” and such leases, subleases and other agreements are, collectively, the “Company Real Property Leases”), in each case, free and clear of all LiensEncumbrances except the Permitted Encumbrances and Monetary Liens which will be paid off at Closing. To Seller’s Knowledge, title defects there are no zoning or title exceptions other than similar land use restrictions presently in effect which would restrict the current use of any Permitted Tax Liens of the Transferred Real Property, and Liens that to Seller’s Knowledge, such Transferred Real Property are not in compliance in all material to the Company and its Subsidiaries, taken as a wholerespects with all applicable zoning or similar land use restrictions. Except as would not be reasonably likely to have, individually or set forth in the aggregate, a Company Material Adverse Effect, (1Section 4.07(a)(ii) each Company Real Property Lease is valid, binding and in full force and effect, subject to the limitation of such enforcement by the Bankruptcy and Equity Exception and (2) no uncured default on the part of the Company or, if applicable, its Subsidiary orDisclosure Schedules, to the knowledge Knowledge of Seller, no proceedings for the taking of any of such Transferred Real Property by eminent domain or otherwise by any Governmental Authority are pending or threatened in writing. Seller Entities have not received any written letter or notice from any Governmental Authority to the contrary to any of the Companyrepresentations and warranties of this Section 4.07(a). Seller Entities have not received any written notice of default under any Law, Contract or Permit, relating to the use, lease, sublease, and/or operation of the Transferred Real Property, which could reasonably be expected to have a material adverse effect with respect to such applicable Transferred Real Property. To the Seller’s Knowledge, each parcel of Transferred Real Property has access, sufficient for the conduct of the Business, to public roads and to all utilities, including electricity, sanitary and storm sewer or private septic and/or (to the extent permitted by Law) drainfields, potable water, and other utilities, used in the operation of the Business at that location. To the Knowledge of Seller, the landlord thereunderowner or occupant of such parcels is not obligated to make any payments to any other parties in order to retain such access or to maintain any roads, exists under except as set forth in documents recorded among the public records, which documents have been complied with in all material respects by the Seller Entities. Seller Entities have not received from a Governmental Authority written notice of a violation of any Company Real Property Lease, and no event has occurred applicable zoning ordinance or circumstance exists which, with the giving of notice, the passage of time, or both, would constitute a material breach or default under a Company Real Property Lease. Section 3.1(q)(i) of the Company Disclosure Letter contains a true and complete list as of the date hereof of all Company Owned Real Property that is material law relating to the Company and its Subsidiaries, taken as a whole, by property address, and each Company Transferred Real Property Lease that is material to the Company and its Subsidiaries, taken as a whole, by the property addressProperty.

Real Property. Without limiting the generality of the foregoing, except as set forth on Schedule 2.23 of the Disclosure Schedule: (i) Except as would not be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect, (A) either the Company or a Subsidiary none of the Company has good, defensible, marketable and insurable fee simple title to each real property owned by the Company or any SubsidiaryReal Property is listed on, or to Seller’s Knowledge is being considered for listing on, any list of contaminated sites maintained under any Environmental Law; (such property collectively, the “Company Owned Real Property”), and (Bii) either the Company or a Subsidiary to Seller’s Knowledge none of the Company Real Property has a good been designated as an area under the control of any conservation authority; (iii) neither Seller nor any predecessor to Seller’s Business has disposed of any waste and valid leasehold interest in each leaseHazardous Substance or Material in, sublease and other agreement and in each parcel of Company Leased on or under the air, soil, groundwater or surface water located on the Real Property, under in a quantity or concentration that may result in any Environmental Liability; (iv) neither Seller nor any predecessor to Seller’s Business has installed any underground storage tanks, receptacles or other similar containers or depositories on the Real Property to be leased by a Buyer upon Closing; (v) none of the buildings, building components, structures or improvements owned, leased or used by Seller to be owned or leased by Buyer upon Closing is constructed in whole or in part of any material (including asbestos, except to the extent properly encapsulated in accordance with Environmental Law) that releases or may release any substance, whether gaseous, liquid or solid, that may give rise to any Environmental Liability; (vi) the Business as currently conducted at the Real Property does not constitute a nuisance and no claim of nuisance has been made to Seller with respect to which the Company Business by any adjoining landowner or other Person, and Seller has not made or received complaints to or from any Person regarding a nuisance caused or created by any adjoining landowner or other Person; (vii) to Seller’s Knowledge, there have been no investigations conducted or other Proceedings taken or by any Governmental Body or any other Person pursuant to any Environmental Law with respect to the Real Property, the Business or the Purchased Assets; (viii) no polychlorinated biphenyls (PCB’s) were ever used, stored or disposed of its Subsidiaries uses by Seller or occupies any predecessor to Seller’s Business at any of the Real Property; (ix) there is no consent decree, consent order or other Contract to which Seller is a party or by which it is bound or affected in relation to any environmental matter and no Contract is necessary for Seller’s continued compliance with all Environmental Laws; (x) no Hazardous Substance or Material is or was used, generated, emitted, transported, stored, treated or disposed of by Seller in violation of any Environmental Law or in a manner that may result in any Environmental Liability; (xi) except as set forth in Schedule 2.23, neither Seller nor any predecessor to Seller’s Business has treated, stored, disposed or arranged for disposal of any Hazardous Substance or Material at any location except in full compliance with Environmental Laws; and (xii) neither Seller nor any predecessor to Seller’s Business has disposed of or released, or permitted the disposal or release of, and it does not know of the disposal or release of, any Hazardous Substance or Material on any of the Real Property except in full compliance with Environmental Laws. A complete copy of every site assessment, study, test result or datum on the Environment and the Real Property in the possession or control of Seller or Seller Parent has been included in the Data Room or has been delivered to Buyer, including any Voluntary Response Action Plan or related submission under the right Michigan Natural Resources and Environmental Protection Act, MCLA 324.101 et seq. A complete copy of all documents in the possession or control of Seller or Seller Parent evidencing any land use restriction or institutional control, easement, covenant, deed restriction or deed notice relating to use or occupy any real property (the “Company Leased Real Property” and such leases, subleases and other agreements are, collectively, Environment with respect to the “Company Real Property Leases”), in each case, free and clear of all Liens, title defects or title exceptions other than any Permitted Tax Liens and Liens that are not material to the Company and its Subsidiaries, taken as a whole. Except as would not be reasonably likely to have, individually or has also been included in the aggregate, a Company Material Adverse Effect, (1) each Company Real Property Lease is valid, binding and in full force and effect, subject Data Room or has been delivered to the limitation of such enforcement by the Bankruptcy and Equity Exception and (2) no uncured default on the part of the Company or, if applicable, its Subsidiary or, to the knowledge of the Company, the landlord thereunder, exists under any Company Real Property Lease, and no event has occurred or circumstance exists which, with the giving of notice, the passage of time, or both, would constitute a material breach or default under a Company Real Property Lease. Section 3.1(q)(i) of the Company Disclosure Letter contains a true and complete list as of the date hereof of all Company Owned Real Property that is material to the Company and its Subsidiaries, taken as a whole, by property address, and each Company Real Property Lease that is material to the Company and its Subsidiaries, taken as a whole, by the property addressBuyer.

Real Property. (i) Except as would not be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect, (A) either the Company or a Subsidiary None of the Company has good, defensible, marketable and insurable fee simple title to each MPM Companies currently owns any real property. Schedule 3.12 contains (a) a description of all real property formerly owned by the Company MPM Companies, (b) a description of all real property currently leased or any Subsidiary, or subleased to the MPM Companies (such property collectively, the “Company Owned Leased Real Property”), (c) a description of all real property formerly leased or subleased to the MPM Companies, (d) a true and complete list of all leases, subleases and other agreements (including any and all amendments and other modifications of such leases, subleases and other agreements) pursuant to which all or any portion of the Leased Real Property is leased or subleased (collectively, the “Leases”), and (Be) either a list of all material agreements applicable to the Leased Real Property. The Company or a Subsidiary has delivered to Buyer true and complete copies of (a) the Leases, and (b) all material agreements listed in Schedule 3.12. None of the Company has MPM Companies is a good and valid leasehold party to any agreement or option to purchase any real property or interest in therein. With respect to each lease, sublease and other agreement and in each parcel of Company Leased Real Property, each of the MPM Companies (as the case may be) has a valid and subsisting leasehold estate in such Leased Real Property and each of the Leases are in full force and effect. None of the MPM Companies is in material default under any such Lease and, to the Knowledge of the Company, no event has occurred and is continuing that, with the passage of time or upon giving of notice or both, would constitute an event of default thereunder. To the Knowledge of the Company, no landlord under any of the Leases is in material default under any such Lease. Except as set forth in Schedule 3.12, with respect to which each of the Company Leases, (i) none of the MPM Companies has subleased, licensed or otherwise granted any of its Subsidiaries uses person or occupies or has entity the right to use or occupy the Leased Real Property or any portion thereof, (ii) none of the MPM Companies has assigned all or any part of its interest in any Lease, (iii) none of the MPM Companies has collaterally assigned or granted any security interest in such Lease, and (iv) none of the MPM Companies owes any brokerage commissions with respect to any Lease. All facilities, fixed equipment and operations of the MPM Companies are located and conducted entirely on real property leased by the MPM Companies as described above. The improvements to the Leased Real Property (including buildings, structures, and improvements but excluding the “Company soil and water under such buildings, structures and improvements) are in satisfactory condition and repair (ordinary wear and tear excepted) consistent with its present use, available for immediate use in the conduct of the Business. There exists no pending or threatened condemnation or other legal actions affecting the Leased Real Property” and such leases, subleases and other agreements are, collectively, the “Company Real Property Leases”), in each case, free and clear of all Liens, title defects or title exceptions other than any Permitted Tax Liens and Liens that are not material to the Company and its Subsidiaries, taken as a whole. Except as would not be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect, (1) each Company Real Property Lease is valid, binding and in full force and effect, subject to the limitation of such enforcement by the Bankruptcy and Equity Exception and (2) no uncured default on the part None of the Company or, if applicable, its Subsidiary or, to MPM Companies has received written notice of any material violations or investigations of violations of any applicable laws or ordinances affecting the knowledge of the Company, the landlord thereunder, exists under any Company Real Property Lease, and no event has occurred or circumstance exists which, with the giving of notice, the passage of time, or both, would constitute a material breach or default under a Company Real Property Lease. Section 3.1(q)(i) of the Company Disclosure Letter contains a true and complete list as of the date hereof of all Company Owned Leased Real Property that is material to the Company and its Subsidiaries, taken as a whole, by property address, and each Company Real Property Lease that is material to the Company and its Subsidiaries, taken as a whole, by the property addresshave not been corrected.

Real Property. (ia) Except Attached as would not be reasonably likely to have, individually or in the aggregate, schedule 4.25(a) is a Company Material Adverse Effect, (A) either the Company or a Subsidiary legal description of the Company has good, defensible, marketable and insurable fee simple title to each parcel of real property owned by the Company or any Subsidiary, or (such property collectively, the “"Owned Property"). The Company Owned Real Property”), has good and (B) either the Company or a Subsidiary marketable title in and to all of the Company has Owned Property subject to no liens, except as described on such schedule and except for imperfections of title that do not materially reduce the value or materially impair the use of any Owned Property. (b) Attached as schedule 4.25(b) is a good and valid leasehold interest in each lease, sublease and other agreement and in each parcel list of Company Leased Real Property, under or with respect to which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any real property (the “Company Leased Real Property” and such all leases, subleases and other agreements areoccupancy agreements, collectivelyincluding all amendments, extensions and other modifications (the “Company Real Property "Leases”"), in each case, free for real property (the "Leased Property"; the "Owned Property"; and clear of all Liens, title defects or title exceptions other than any Permitted Tax Liens and Liens that are not material the "Leased Property" collectively the "Real Property") to which the Company is a party. The Company has good and its Subsidiariesvalid leasehold interests in and to all of the Leased Property, taken subject to no liens except as a wholedescribed in such schedule. Except as would not be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect, (1) each Company Real Property Each Lease is valid, binding and in full force and effecteffect and is enforceable in accordance with its terms. There exists no default by Sellers or the Company, subject or to the limitation best of such enforcement by the Bankruptcy and Equity Exception and (2) no uncured default on the part of the Company or, if applicable, its Subsidiary or, to the knowledge of Sellers and the Company, the landlord thereunder, exists under any Company Real Property Leaseother party thereto, and no event has occurred or circumstance exists condition which, with the giving of notice, the passage of time, time or both, would constitute could become a material breach or default under a Company Real Property any Lease. Section 3.1(q)(i) of the Company Disclosure Letter contains a Sellers have previously delivered to Buyer true and complete list copies of all the Leases. Except as described on schedule 4.25(b), no consent, waiver, approval or authorization is required from the landlord under any Lease as a result of the date hereof execution of all Company Owned this agreement or the consummation of the transactions contemplated hereby. (c) The Real Property that constitutes all of the real property owned, leased, occupied or otherwise utilized in connection with the business of the Company. Other than the Company, there are no parties in possession or parties having any current or future right to occupy any of the Real Property. The Real Property is in reasonably good condition and repair and is sufficient and appropriate for the conduct of the Company's business. The Real Property and all buildings and improvements located thereon conform in all material respects to all applicable building, zoning and other laws, ordinances, rules and regulations. All material permits, licenses and other approvals necessary to the Company current occupancy and its Subsidiaries, taken as a whole, by property address, and each Company use of the Real Property Lease that have been obtained, are in full force and effect and have not been violated in any material respect. There exists no material violation of any covenant, condition, restriction, easement, agreement or order affecting any portion of the Real Property. All improvements located on the Real Property have direct access to a public road adjoining such Real Property. No such improvements or accessways encroach on land not included in the Real Property and no such improvement is material dependent for its access, operation or utility on any land, building or other improvement not included in the Real Property. There is no pending or, to the Company and its Subsidiariesbest of the knowledge of the Sellers or the Company, taken as a whole, by any threatened condemnation proceeding affecting any portion of the property addressReal Property.

Real Property. (iSchedule 3.06(b) sets forth a list of all Real Property interests of the Sellers in connection with the operation of the CATV Business as presently conducted, including, without limitation, all fee interests owned by Sellers and all leases and other real property interests to which either Seller is a party as of the date hereof. Each Seller has provided Buyer with true and complete copies of all documents and agreements relating to such Real Property. Except as would not set forth in Schedule 3.06(b), each Seller has good and marketable title to such interests in Real Property and has quiet enjoyment under all leasehold interests, in all cases free of all Encumbrances except Permitted Encumbrances, and those Encumbrances to be reasonably likely discharged at or prior to havethe Closing and set forth on Schedule 3.06(a). No condemnation proceedings are pending or, individually or in the aggregateto Sellers' Knowledge, a Company Material Adverse Effect, (A) either the Company or a Subsidiary threatened with respect to any of the Company has good, defensible, marketable and insurable fee simple title to each real property owned by the Company or any Subsidiary, or (such property collectively, the “Company Owned Real Property”), and (B) either the Company or a Subsidiary of the Company has a good and valid leasehold interest in each lease, sublease and other agreement and in each parcel of Company Leased Real Property, under nor has any such property been condemned. None of the Real Property owned, leased or with operated by any Seller, or the ownership, occupancy or operation thereof, is in violation in any material respect to which the Company of any deed, lease, easement, agreement or of any law or any building, zoning or other ordinance, code, rule, regulation or requirement, and no notice from any governmental body or other Person has been served upon such Seller claiming any material violation of its Subsidiaries uses any such law, ordinance, code, rule or occupies regulation or requiring, or calling attention to the need for, any material work, repairs, construction, alterations or installation on or in connection with said property which has not been materially complied with. Each Seller has and, after Closing, Buyer will have, full legal and practical access to the right to use or occupy any real property (the “Company Leased Real Property” and such leases, subleases and other agreements are, collectively, the “Company Real Property Leases”), in each case, free and clear of all Liens, title defects or title exceptions other than any Permitted Tax Liens and Liens that are not material to the Company and its Subsidiaries, taken as a whole. Except as would not be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect, (1) each Company Real Property Lease is valid, binding and in full force and effect, subject to the limitation terms of such enforcement the leases, agreements and other instruments described on Schedule 3.06(b). Except for Permitted Encumbrances, there are no encroachments upon the Real Property by any buildings, structures, towers or improvements located on adjoining real estate. None of the Bankruptcy and Equity Exception and (2) no uncured default buildings, structures, towers or improvements that are constructed on the part Real Property and used in the present operation of the Company or, if applicable, its Subsidiary or, to the knowledge of the Company, the landlord thereunder, exists under any Company Real Property LeaseCATV Systems encroaches upon adjoining real estate, and all such buildings, structures, towers and improvements are constructed in conformity in all material respects with all "set back" lines, easements and other restrictions or rights of record. There are no event has occurred or circumstance exists whichstructural defects in the headends, with the giving of noticetowers, the passage of timebuildings, or both, would constitute a material breach or default under a Company structures and other improvements located on such Real Property Lease. Section 3.1(q)(i) of the Company Disclosure Letter contains a true and complete list as of the date hereof of all Company Owned Real Property that is material to the Company and its Subsidiaries, taken as a whole, by property address, and each Company Real Property Lease that is material to the Company and its Subsidiaries, taken as a whole, by the property addressProperty.

Real Property. (i) Except as would not be reasonably likely to have, individually or in Section 3.1(o)(i) of the aggregate, Skynet Disclosure Letter sets forth a Company Material Adverse Effect, complete and accurate list of (A) either the Company or a Subsidiary of the Company has good, defensible, marketable and insurable fee simple title to each all real property owned by Skynet and its Subsidiaries (the Company “Owned Real Property”) and (B) all real property leased or any Subsidiarysubleased by Skynet and its Subsidiaries, or as tenant (such property collectivelythe “Leased Real Property” and, together with the Owned Real Property, the “Company Owned Real Property”), in each case that is material to the operation of the Business as currently conducted or that is material to Skynet. The Real Property constitutes all of the real property owned, leased or occupied by Skynet and its Subsidiaries which is material to the operation of the Business and none of the Owned Real Property is leased to any Person. (ii) With respect to the Leased Real Property: (A) there are no Leases granting to any Person other than Skynet or its Subsidiaries, as applicable, any rights to use a material portion of the Leased Real Property; (B) either the Company or a Subsidiary of the Company has a good and valid leasehold interest in each lease, sublease and other agreement and in each parcel of Company Leased Real Property, under or with respect to which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any real property (the “Company Leased Real Property” and such leases, subleases and other agreements are, collectively, the “Company Real Property Leases”), in each case, free and clear of all Liens, title defects or title exceptions other than any Permitted Tax Liens and Liens Lease that are not is material to the Company and its Subsidiariesoperations of the Business is legal, taken as a whole. Except as would not be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect, (1) each Company Real Property Lease is valid, binding binding, enforceable and in full force and effecteffect against Skynet or its Subsidiary party thereto, subject and to the knowledge of Skynet, against the other party thereto, except as enforcement may be limited by bankruptcy, insolvency and other laws affecting the rights of creditors generally and the availability of equitable remedies (provided that such exception shall not apply to any limitation of such enforcement by resulting from the Bankruptcy and Equity Exception Cases); and (2C) all rent and other sums and charges payable by Skynet or any of its Subsidiaries, as the case may be, as tenant under each Lease are current, no material notice of default or termination under any such Lease is outstanding, no termination event or condition or uncured default on the part of Skynet or any of its Subsidiaries, as the Company orcase may be, if applicable, its Subsidiary or, or to the knowledge of the CompanySkynet, the landlord thereunderlandlord, exists under any Company Real Property Lease, and no event has occurred or circumstance and no condition exists which, with the giving of notice, notice or the passage lapse of time, time or both, would constitute such a material breach default or default under termination event or condition, in each case except as would not reasonably be expected to have a Company Real Property Lease. Section 3.1(q)(i) of the Company Disclosure Letter contains a true and complete list as of the date hereof of all Company Owned Real Property that is material to the Company and its Subsidiaries, taken as a whole, by property address, and each Company Real Property Lease that is material to the Company and its Subsidiaries, taken as a whole, by the property addressBusiness Material Adverse Effect.