Common use of Real Property Clause in Contracts

Real Property. No Group Company owns or has legal or equitable title, leasehold interest or other right or interest in any real property other than as held pursuant to Leases. Section 3.20(ii) of the Disclosure Schedule sets forth each leasehold interest pursuant to which any Group Company holds any real property (a “Lease”), indicating the parties to such Lease, the address of the property demised under the Lease, the rent payable under the Lease and the term of the Lease. The particulars of the Leases as set forth in Section 3.20(ii) of the Disclosure Schedule are true and complete. Each Lease constitutes the entire agreement with respect to the property demised thereunder. To the Knowledge of the Warrantors, the lessor under each Lease is qualified and has obtained all Consents necessary to enter into such Lease, including any Consents required from the owner of the property demised pursuant to the Lease if the lessor is not such owner. There is no claim asserted against any Group Company, or to the Knowledge of the Warrantors, there is no claim asserted against the relevant lessor or threatened by any Person against any Group Company or the relevant lessor regarding the lessor’s ownership of the property demised pursuant to each Lease. Each Lease is in compliance with all applicable Laws, including with respect to the ownership and operation of property and conduct of business as now conducted by the applicable Group Company which is a party to such Lease. Each Group Company which is party to a Lease has accepted possession of the property demised pursuant to the Lease and is in actual possession thereof and has not sublet, assigned or hypothecated its leasehold interest. No Group Company uses any real property in the conduct of its business except insofar as it has secured a Lease with respect thereto. The leasehold interests under the Leases held by each Group Company are adequate for the conduct of the business of such Group Company as currently conducted and as proposed to be conducted. There exists no pending or, to the Knowledge of the Warrantors, threatened condemnation, confiscation, eminent domain proceeding, dispute, claim, demand or similar proceeding with respect to, or which could materially and adversely affect, the continued use and enjoyment of such leasehold interests. To the Knowledge of the Warrantors, there are no circumstances that would entitle any Governmental Authority or other Person to take possession or otherwise restrict use, possession or occupation of any property subject to any Leases. The use and operation of the real properties subject to the Leases by the Group Companies is in compliance with all applicable Laws, including, without limitation, all applicable building codes, environmental, zoning, subdivision, and land use laws. None of the Group Companies has received notice from any Governmental Authority advising it of a violation (or an alleged violation) of any such laws or regulations.

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

Real Property. No Group Company owns or has legal or equitable title, leasehold interest or other right or interest in any The Disclosure Schedule identifies the address of each leased real property other than as held pursuant to Leases. Section 3.20(ii) of the Disclosure Schedule sets forth Company (the “Leased Real Property”). Seller has provided to Buyer a true and complete copy of all leases and subleases (including all amendments, extensions, renewals, Guarantees and other Contracts with respect thereto) for each leasehold interest pursuant to which any Group Company holds any real property such Leased Real Property (a the “LeaseLeases”), indicating and in the parties case of any oral Lease, a written summary of the material terms of such Lease. With respect to each of the Leases except as disclosed pursuant to the Disclosure Schedule: (i) to the Knowledge of Company, such Lease is legal, valid, binding, enforceable and in full force and effect; (ii) the transactions set forth in this Agreement do not require the consent of any other Person to such Lease, or such consent has been obtained, shall not result in a breach of or default under such Lease, or otherwise cause such Lease to cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following the address Closing; (iii) Seller’s possession and quiet enjoyment of the property demised Leased Real Property under such Lease has not been disturbed, and there are no disputes with respect to such Lease; (iv) the Company, and any other party to the Lease, is not in breach or default under such Lease, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach or default, or permit the termination, modification or acceleration of rent payable under the Lease and the term of the such Lease. The particulars of the Leases as set forth in Section 3.20(ii; (v) of the Disclosure Schedule are true and complete. Each Lease constitutes the entire agreement no security deposit or portion thereof deposited with respect to such Lease has been applied in respect of a breach or default under such Lease which has not been redeposited in full; (vi) the property demised thereunder. To Company does not owe, or shall owe in the Knowledge of future, any brokerage commissions or finder’s fees with respect to such Lease; (vii) the Warrantorsother party to such Lease is not an Affiliate of, and otherwise does not have any economic interest in, the lessor under each Company; (viii) the Company has not subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property or any portion thereof; (ix) the Company has not collaterally assigned or granted any other security interest in such Lease is qualified and has obtained all Consents necessary to enter into or any interest therein; (x) there are no Liens on the estate or interest created by such Lease, including any Consents required from the owner of the property demised pursuant to the Lease if the lessor is not such owner. There is no claim asserted against any Group Company, or ; and (xi) to the Knowledge of the WarrantorsCompany, there is no claim asserted against the relevant lessor or threatened by any Person against any Group Company or the relevant lessor regarding the lessor’s ownership of the property demised pursuant to each Lease. Each Lease is all buildings, structures, improvements, fixtures, building systems and equipment, and all components thereof, included in compliance with all applicable Laws, including with respect to the ownership and operation of property and conduct of business as now conducted by the applicable Group Leased Real Property are in good condition and repair (reasonable wear and tear excepted). The Company which is a party to such Lease. Each Group Company which is party to a Lease has accepted possession of the property demised pursuant to the Lease and is in actual possession thereof and has does not sublet, assigned or hypothecated its leasehold interest. No Group Company uses own any real property in the conduct of its business except insofar as property, nor has it has secured a Lease with respect thereto. The leasehold interests under the Leases held by each Group Company are adequate for the conduct of the business of such Group Company as currently conducted and as proposed to be conducted. There exists no pending or, to the Knowledge of the Warrantors, threatened condemnation, confiscation, eminent domain proceeding, dispute, claim, demand or similar proceeding with respect to, or which could materially and adversely affect, the continued use and enjoyment of such leasehold interests. To the Knowledge of the Warrantors, there are no circumstances that would entitle ever owned any Governmental Authority or other Person to take possession or otherwise restrict use, possession or occupation of any property subject to any Leases. The use and operation of the real properties subject to the Leases by the Group Companies is in compliance with all applicable Laws, including, without limitation, all applicable building codes, environmental, zoning, subdivision, and land use laws. None of the Group Companies has received notice from any Governmental Authority advising it of a violation (or an alleged violation) of any such laws or regulationsproperty.

Real Property. No Group Neither the Company nor any of its Subsidiaries owns or has legal or equitable title, leasehold interest or other right or interest in any real property other than as held pursuant to Leasesproperty. Section 3.20(iiSchedule 3(y) contains a complete and correct list of all the Disclosure Schedule sets forth each leasehold interest pursuant to which any Group Company holds any real property property, facilities and fixtures that (a “Lease”)i) are leased or, indicating in the parties to such Leasecase of fixtures, otherwise owned or possessed by the address of the property demised under the Lease, the rent payable under the Lease and the term of the Lease. The particulars of the Leases as set forth in Section 3.20(ii) of the Disclosure Schedule are true and complete. Each Lease constitutes the entire agreement with respect to the property demised thereunder. To the Knowledge of the Warrantors, the lessor under each Lease is qualified and has obtained all Consents necessary to enter into such Lease, including any Consents required from the owner of the property demised pursuant to the Lease if the lessor is not such owner. There is no claim asserted against any Group Company, or to the Knowledge of the Warrantors, there is no claim asserted against the relevant lessor or threatened by any Person against any Group Company or any of its Subsidiaries, (ii) in connection with which the relevant lessor regarding Company or any of its Subsidiaries has entered into an option agreement, participation agreement or acquisition agreement or (iii) the lessor’s ownership Company or any of the property demised pursuant its Subsidiaries has agreed to each Lease. Each Lease is lease or otherwise acquire or may be obligated to lease or otherwise acquire in compliance connection with all applicable Laws, including with respect to the ownership and operation of property and conduct of business as now conducted by the applicable Group Company which is a party to such Lease. Each Group Company which is party to a Lease has accepted possession of the property demised pursuant to the Lease and is in actual possession thereof and has not sublet, assigned or hypothecated its leasehold interest. No Group Company uses any real property in the conduct of its business except insofar as it has secured (collectively, including any of the foregoing acquired after the date of this Agreement, the “Real Property”), which list identifies all of the Real Property and specifies which of the Company and its Subsidiaries leases, owns or possesses each item of the Real Property. Schedule 3(y) also contains a Lease complete and correct list of all leases and other agreements with respect to which the Company or any of its Subsidiaries is a party or otherwise bound or affected with respect to the Real Property, except master leases affiliated with any sub leases, easements, rights of way, access agreements, surface damage agreements, surface use agreements or similar agreements that pertain to Real Property that is contained wholly within the boundaries of any leased Real Property otherwise described on Schedule 3(y) (the “Real Property Leases”). Except as set forth in Schedule 3(y), all of the Real Property Leases are valid and in full force and effect and are enforceable against all parties thereto. The leasehold interests under Except as set forth in Schedule 3(y), neither the Leases held by each Group Company are adequate for the conduct nor any of the business of such Group Company as currently conducted and as proposed to be conducted. There exists no pending orits Subsidiaries nor, to the Knowledge Company’s Knowledge, any other party thereto is in default in any material respect under any of such Real Property Leases and no event has occurred which with the Warrantors, threatened condemnation, confiscation, eminent domain proceeding, dispute, claim, demand giving of notice or similar proceeding with respect tothe passage of time or both would constitute a default under, or which could materially and adversely affectotherwise give any party the right to terminate, the continued use and enjoyment any of such leasehold interests. To Real Property Leases, or could adversely affect the Knowledge Company’s or any of its Subsidiaries’ interest in and title to the Warrantors, there are no circumstances that would entitle any Governmental Authority or other Person to take possession or otherwise restrict use, possession or occupation of any property Real Property subject to any of such Real Property Leases. The use and operation No Real Property Lease is subject to termination, modification or acceleration as a result of the real properties subject to the Leases by the Group Companies is in compliance with all applicable Laws, including, without limitation, all applicable building codes, environmental, zoning, subdivision, and land use laws. None of the Group Companies has received notice from any Governmental Authority advising it of a violation (or an alleged violation) of any such laws or regulationstransactions contemplated hereby.

Real Property. No Group Company owns or has legal or equitable title, leasehold interest or other right or interest in any real property other than as held pursuant to Leases. (a) Section 3.20(ii) 6.12 of the Disclosure Schedule Schedules sets forth each leasehold interest pursuant to which any Group Company holds any real property (a “Lease”), indicating the parties to such Lease, the address and description of the property demised under the Lease, the rent payable under the Lease each parcel of Owned Real Property and the term of the LeaseLeased Real Property. The particulars of the Leases as set forth in Section 3.20(ii) of the Disclosure Schedule are true and complete. Each Lease constitutes the entire agreement with With respect to each parcel of Owned Real Property, and except for Permitted Encumbrances: (i) the property demised thereunder. To Company or one of its Subsidiaries has good and marketable fee simple title, free and clear of all Liens; (ii) during the Knowledge last twelve months, neither the Company nor any of the Warrantors, the lessor under each Lease is qualified and its Subsidiaries has obtained all Consents necessary leased or otherwise granted to enter into such Lease, including any Consents required from the owner of the property demised pursuant to the Lease if the lessor is not such owner. There is no claim asserted against any Group Company, or to the Knowledge of the Warrantors, there is no claim asserted against the relevant lessor or threatened by any Person against the right to use or occupy such Owned Real Property or any Group Company portion thereof; (iii) there are no outstanding options, rights of first offer or the relevant lessor regarding the lessor’s ownership rights of the property demised pursuant first refusal to each Lease. Each Lease is in compliance with all applicable Laws, including with respect to the ownership and operation of property and conduct of business as now conducted by the applicable Group Company which is a party to purchase such Lease. Each Group Company which is party to a Lease has accepted possession of the property demised pursuant to the Lease and is in actual possession Owned Real Property or any portion thereof and has not sublet, assigned or hypothecated its leasehold interest. No Group Company uses any real property in the conduct of its business except insofar as it has secured a Lease with respect thereto. The leasehold interests under the Leases held by each Group Company interest therein; (iv) there are adequate for the conduct of the business of such Group Company as currently conducted and as proposed to be conducted. There exists no pending or, to the Knowledge of the WarrantorsSellers, threatened condemnationcondemnation or expropriation proceedings, confiscationlawsuits or administrative actions relating to the Owned Real Property or other legal matters affecting adversely, eminent domain proceedingin any material respect, disputethe current use, claimoccupancy or value thereof; (v) the Owned Real Property has received all Permits required in connection with the occupation or operation thereof as presently occupied and operated and has been operated and maintained in accordance with applicable Laws, demand or similar proceeding with respect except for such Permits that, the failure to obtain, would not reasonably be expected to, individually or which could materially and adversely affect, in the continued use and enjoyment of such leasehold interests. To the Knowledge of the Warrantors, aggregate have a Material Adverse Effect; (vi) there are no circumstances that would entitle material improvements necessary to use any Governmental Authority Owned Real Property to conduct the business of the Company and its Subsidiaries as it is currently being conducted; (vii) there are no leases, subleases, licenses, concessions or other Person agreements, written or oral, granting to take possession any party or otherwise restrict use, possession parties the right of use or occupation occupancy of any property subject to any Leases. The use portion of the Owned Real Property; and (viii) all Owned Real Property is supplied with utilities and other services necessary for the operation of the real properties subject to the Leases by the Group Companies is in compliance with all applicable Lawsfacilities thereon, includingincluding gas, without limitationelectricity, water, telephone, sanitary sewer and storm sewer, all applicable building codes, environmental, zoning, subdivision, and land use laws. None of which services are adequate to conduct the business of the Group Companies has received notice from any Governmental Authority advising Company and its Subsidiaries as it of a violation (or an alleged violation) of any such laws or regulationsis currently being conducted.

Real Property. No Group Company owns or has legal or equitable title, leasehold interest or other right or interest in any Schedule 4(u) sets forth the address of each leased real property other than as held pursuant to Leases. Section 3.20(ii) of the Disclosure Schedule sets forth each leasehold interest pursuant to which any Group Company holds any real property (a the “LeaseLeased Real Property”), indicating and a true and complete list of all leases (including all amendments, extensions, renewals, Guarantees and other Contracts with respect thereto) for each such Leased Real Property (including the date and name of the parties to such lease or license document) (the “Leases”). Seller has delivered to Buyer a true and complete copy of each Lease, and in the address case of any oral Lease, a written summary of the property demised material terms of such Lease. With respect to each of the Leases: (i) such Lease is legal, valid, binding, enforceable and in full force and effect; (ii) the transactions set forth in this Agreement do not require the consent of any other Person to such Lease, or such consent has been obtained, shall not result in a breach of or default under such Lease, or otherwise cause such Lease to cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing; (iii) the Company’s possession and quiet enjoyment of the Leased Real Property under such Lease has not been disturbed, and there are no disputes with respect to such Lease; (iv) the Company, and any other party to the Lease, is not in breach or default under such Lease, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach or default, or permit the termination, modification or acceleration of rent payable under the Lease and the term of the such Lease. The particulars of the Leases as set forth in Section 3.20(ii; (v) of the Disclosure Schedule are true and complete. Each Lease constitutes the entire agreement no security deposit or portion thereof deposited with respect to such Lease has been applied in respect of a breach or default under such Lease which has not been redeposited in full; (vi) the property demised thereunder. To the Knowledge of the Warrantors, the lessor under each Lease is qualified and has obtained all Consents necessary to enter into such Lease, including any Consents required from the owner of the property demised pursuant to the Lease if the lessor is Company does not such owner. There is no claim asserted against any Group Companyowe, or to shall not owe in the Knowledge of the Warrantorsfuture, there is no claim asserted against the relevant lessor any brokerage commissions or threatened by any Person against any Group Company or the relevant lessor regarding the lessorfinder’s ownership of the property demised pursuant to each Lease. Each Lease is in compliance with all applicable Laws, including fees with respect to such Lease; (vii) the ownership and operation of property and conduct of business as now conducted by the applicable Group Company which is a other party to such Lease. Each Group Lease is not an Affiliate of, and otherwise does not have any economic interest in, the Company; (viii) the Company which is party to a Lease has accepted possession of the property demised pursuant to the Lease and is in actual possession thereof and has not subletsubleased, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property or any portion thereof; (ix) the Company has not collaterally assigned or hypothecated its leasehold interest. No Group Company uses granted any real property other security interest in the conduct of its business except insofar as it has secured a such Lease with respect thereto. The leasehold interests under the Leases held by each Group Company are adequate for the conduct of the business of such Group Company as currently conducted and as proposed to be conducted. There exists no pending or, to the Knowledge of the Warrantors, threatened condemnation, confiscation, eminent domain proceeding, dispute, claim, demand or similar proceeding with respect to, or which could materially and adversely affect, the continued use and enjoyment of such leasehold interests. To the Knowledge of the Warrantors, any interest therein; (x) there are no circumstances that would entitle any Governmental Authority Liens on the estate or other Person to take possession or otherwise restrict useinterest created by such Lease; and (xi) all buildings, possession or occupation of any property subject to any Leasesstructures, improvements, fixtures, building systems and equipment, and all components thereof, included in the applicable Leased Real Property are in good condition and repair (fair wear and tear excepted). The use and operation of the Company does not own any real properties subject to the Leases by the Group Companies is in compliance with all applicable Lawsproperty, including, without limitation, all applicable building codes, environmental, zoning, subdivision, and land use laws. None of the Group Companies nor has received notice from it ever owned any Governmental Authority advising it of a violation (or an alleged violation) of any such laws or regulationsreal property.

Real Property. No Group Company owns Except as has not and would not reasonably be expected to have, individually or has legal or equitable titlein the aggregate, leasehold interest or other right or interest in a Parent Material Adverse Effect and with respect to clauses (a) and (b), except with respect to any of Parent’s Oil and Gas Properties, (a) Parent and its Subsidiaries hold (i) good, valid and marketable title to all material real property other than as held pursuant to Leases. Section 3.20(ii) owned by Parent or any of its Subsidiaries (collectively, including the Disclosure Schedule sets forth each leasehold interest pursuant to which any Group Company holds any real property (a improvements thereon, the “LeaseParent Owned Real Property”), indicating free and clear of all Encumbrances, except Permitted Encumbrances; and (ii) valid title to the parties leasehold estates (whether as tenant or subtenant) and valid interests in all licenses or occupancy agreements to such Leaselicense or otherwise occupy (whether as tenant, subtenant, licensee or occupant) all real property leased, subleased, licensed, or otherwise occupied by Parent and its Subsidiaries (collectively, including the improvements thereon, the address “Parent Leased Real Property”), free and clear of all Encumbrances, except Permitted Encumbrances; (b) each agreement under which Parent or any Subsidiary of Parent is the property demised under the Leaselandlord, the rent payable under the Lease and the term of the Lease. The particulars of the Leases as set forth in Section 3.20(ii) of the Disclosure Schedule are true and complete. Each Lease constitutes the entire agreement sublandlord, tenant, subtenant, licensor, licensee, or occupant with respect to the property demised thereunder. To Parent Leased Real Property (each, a “Parent Real Property Lease”) is in full force and effect and is valid and enforceable against Parent or such Subsidiary and, to the Knowledge knowledge of the WarrantorsParent, the lessor under each Lease is qualified other parties thereto, in accordance with its terms, subject, as to enforceability, to Creditors’ Rights, and has obtained all Consents necessary to enter into such Lease, including neither Parent nor any Consents required from the owner of the property demised pursuant to the Lease if the lessor is not such owner. There is no claim asserted against any Group Companyits Subsidiaries, or to the Knowledge knowledge of Parent, any other party thereto, has received written notice of any default by Parent or its Subsidiaries under any Parent Real Property Lease which remains uncured as of the Warrantorsdate of this Agreement; and (c) as of the date of this Agreement, to the knowledge of Parent, there is no claim asserted against the relevant lessor does not exist any notice or threatened request from any Governmental Entity delivered to Parent or any of its Subsidiaries requiring any construction work or alterations to cure any violation of applicable Law by Parent or any Person against any Group Company or the relevant lessor regarding the lessor’s ownership of its Subsidiaries which remains uncured as of the property demised pursuant to each Lease. Each Lease is in compliance with all applicable Lawsdate of this Agreement nor, including with respect to the ownership and operation of property and conduct of business as now conducted by the applicable Group Company which is a party to such Lease. Each Group Company which is party to a Lease has accepted possession of the property demised pursuant to the Lease and is in actual possession thereof and has not sublet, assigned or hypothecated its leasehold interest. No Group Company uses any real property in the conduct of its business except insofar as it has secured a Lease with respect thereto. The leasehold interests under the Leases held by each Group Company are adequate for the conduct of the business of such Group Company as currently conducted and as proposed to be conducted. There exists no pending or, to the Knowledge knowledge of Parent, threatened, condemnation or eminent domain Proceedings with respect to any of the WarrantorsParent’s Oil and Gas Properties, threatened condemnationParent Owned Real Property or Parent Leased Real Property. Each of Parent and its Subsidiaries holds such Parent Owned Real Property and Parent Leased Real Property as are sufficient to conduct its business as presently conducted, confiscationexcept as has not and would not reasonably be expected to have, eminent domain proceedingindividually or in the aggregate, dispute, claim, demand or similar proceeding with respect to, or which could materially and adversely affect, the continued use and enjoyment of such leasehold interests. To the Knowledge of the Warrantors, there are no circumstances that would entitle any Governmental Authority or other Person to take possession or otherwise restrict use, possession or occupation of any property subject to any Leases. The use and operation of the real properties subject to the Leases by the Group Companies is in compliance with all applicable Laws, including, without limitation, all applicable building codes, environmental, zoning, subdivision, and land use laws. None of the Group Companies has received notice from any Governmental Authority advising it of a violation (or an alleged violation) of any such laws or regulationsParent Material Adverse Effect.

Real Property. No From and after the date hereof through the Closing Date, (a) H&H Group shall, and shall cause Seller, the Company owns and the Sold Subsidiaries to, use commercially reasonable efforts to maintain the Real Property in substantially the same or has legal better condition as existed on the date of this Agreement, ordinary wear and tear excepted, and shall not demolish, alter or equitable titleremove any of the existing improvements or erect new improvements on the Real Property or any portion thereof, leasehold interest or other right or interest without the prior written consent of Buyer and (b) H&H Group shall, and shall cause Newco, the Company and the Sold Subsidiaries to, reasonably cooperate with Buyer in any real property seeking to obtain a title commitment from Chicago Title Insurance Company for an ALTA 2006 Form of owner's title policy showing title to each Owned Real Property, an ALTA/ACSM Land Title Survey of each Owned Real Property prepared by a surveyor duly licensed in the state where such Owned Real Property is located and a current zoning report from a nationally-recognized zoning information services provider with respect to each Owned Real Property; provided, however, that, with respect to the foregoing subsection (b) of this Section 6.09, H&H Group's, Seller's, Newco's, the Company's and the Sold Subsidiaries' obligations thereunder shall be at the sole cost and expense of Buyer (other than as held pursuant with respect to Leases. Section 3.20(ii) of any action taken at Seller's election to satisfy the Disclosure Schedule sets forth each leasehold interest pursuant to which any Group Company holds any real property (a “Lease”), indicating the parties to such Lease, the address of the property demised under the Lease, the rent payable under the Lease and the term of the Lease. The particulars of the Leases as condition set forth in Section 3.20(ii) of the Disclosure Schedule are true and complete. Each Lease constitutes the entire agreement with respect 2.01(h)(i)); provided, further, that other than to the property demised thereunder. To extent elected by Seller in order to satisfy the Knowledge condition set forth in Section 2.01(h)(i), none of the Warrantorsnone of H&H Group, Seller, the lessor under each Lease is qualified and has obtained all Consents necessary Company nor the Sold Subsidiaries shall be required in connection with the issuance of any such title insurance commitment or policy to enter into such Lease, including indemnify any Consents required from the owner of the property demised pursuant to the Lease if the lessor is not such owner. There is no claim asserted against any Group Companytitle insurance company or its agents, or to any escrow, closing or settlement company or agent or closing attorney in any so-called owner's affidavit or ALTA statement or in connection with any representations or statements set forth therein. Without limiting the Knowledge obligations of the WarrantorsH&H Group, there is no claim asserted against the relevant lessor or threatened by any Person against any Group Company or the relevant lessor regarding the lessor’s ownership of the property demised pursuant to each Lease. Each Lease is in compliance with all applicable LawsSeller, including with respect to the ownership and operation of property and conduct of business as now conducted by the applicable Group Company which is a party to such Lease. Each Group Company which is party to a Lease has accepted possession of the property demised pursuant to the Lease and is in actual possession thereof and has not sublet, assigned or hypothecated its leasehold interest. No Group Company uses any real property in the conduct of its business except insofar as it has secured a Lease with respect thereto. The leasehold interests under the Leases held by each Group Company are adequate for the conduct of the business of such Group Company as currently conducted and as proposed to be conducted. There exists no pending or, to the Knowledge of the Warrantors, threatened condemnation, confiscation, eminent domain proceeding, dispute, claim, demand or similar proceeding with respect to, or which could materially and adversely affectNewco, the continued use Company and enjoyment of such leasehold interests. To the Knowledge of the WarrantorsSold Subsidiaries under Section 6.09(b), there are no circumstances that would entitle any Governmental Authority or other Person to take possession or otherwise restrict use, possession or occupation of any property subject to any Leases. The use and operation of the real properties subject to the Leases provisions of Section 2.01(h)(i), Buyer hereby acknowledges and agrees that Buyer's obligation to consummate the transactions contemplated by this Agreement shall in no way be conditioned on, or subject to, the Group Companies is in compliance with all applicable Laws, including, without limitation, all applicable building codes, environmental, zoning, subdivision, and land use laws. None of the Group Companies has received notice from any Governmental Authority advising it of a violation (preparation or an alleged violation) delivery of any such laws title commitment, survey or regulationszoning report.

Real Property. No Group Company owns or has legal or equitable title, leasehold interest or other right or interest in any real property other than as held pursuant to Leases. (a) Section 3.20(ii4.9(a) of the Company Disclosure Schedule sets includes an accurate and complete list of the real property (other than leasehold interests) owned by any of the Companies or Company Subsidiaries at any time since February 1, 2016, or to the Knowledge of Companies owned at time before that date, including the common address and legal description thereof as set forth each leasehold interest in the relevant deed pursuant to which any Group such Company holds any or such Company Subsidiary acquired title to each owned real property (a the “LeaseOwned Real Property”). The Companies and the Company Subsidiaries have fee simple title, indicating the parties free and clear of all Liens, other than Permitted Liens, to such LeaseOwned Real Property, the address of the property demised under the Lease, the rent payable under the Lease and the term of Companies and the Lease. The particulars of Company Subsidiaries have not leased or otherwise granted to any person or entity the Leases right to occupy the Owned Real Property or any portion thereof, except as set forth in Section 3.20(ii4.9(a) of the Company Disclosure Schedule are true and completeSchedule. Each Lease constitutes Neither the entire agreement with respect to Companies nor the property demised thereunder. To the Knowledge of the Warrantors, the lessor under each Lease is qualified and has obtained all Consents necessary to enter into such Lease, including any Consents required from the owner of the property demised pursuant to the Lease if the lessor is not such owner. There is no claim asserted against any Group CompanyCompany Subsidiaries have received written, or to the Knowledge of the WarrantorsCompanies oral, there is no claim asserted against notice of any condemnation or other proceeding in eminent domain affecting any parcel of Owned Real Property or any portion thereof. Neither the relevant lessor Companies nor the Company Subsidiaries have received written, or threatened by any Person against any Group Company or the relevant lessor regarding the lessor’s ownership of the property demised pursuant to each Lease. Each Lease is in compliance with all applicable Laws, including with respect to the ownership and operation of property and conduct of business as now conducted by the applicable Group Company which is a party to such Lease. Each Group Company which is party to a Lease has accepted possession of the property demised pursuant to the Lease and is in actual possession thereof and has not sublet, assigned or hypothecated its leasehold interest. No Group Company uses any real property in the conduct of its business except insofar as it has secured a Lease with respect thereto. The leasehold interests under the Leases held by each Group Company are adequate for the conduct of the business of such Group Company as currently conducted and as proposed to be conducted. There exists no pending or, to the Knowledge of the WarrantorsCompanies oral, threatened condemnation, confiscation, eminent domain proceeding, dispute, claim, demand notice of the actual or similar proceeding with respect topending imposition of any assessment against the Owned Real Property for public improvements. Neither the Companies nor the Company Subsidiaries have received written, or which could materially and adversely affect, the continued use and enjoyment of such leasehold interests. To to the Knowledge of the WarrantorsCompanies oral, there are no circumstances that would entitle notice from any Governmental Authority or other Person to take possession or otherwise restrict use, possession or occupation within the past three (3) years of any property default or breach under any covenant, condition, restriction, right of way, easement or license affecting the Owned Real Property, or any portion thereof, that remains uncured. Any easements and rights-of-way that serve the Owned Real Property are valid and enforceable, in full force and effect and are not subject to any Leasesprior Liens (other than Permitted Liens) that could result in a forfeiture thereof. The All applicable permits, licenses and other evidences of compliance that are required for the occupancy, operation and use and operation of the real properties subject to the Leases by the Group Companies is in compliance with all applicable Laws, including, without limitation, all applicable building codes, environmental, zoning, subdivision, Owned Real Property have been obtained and land use laws. None of the Group Companies has received notice from any Governmental Authority advising it of a violation (or an alleged violation) of any such laws or regulationscomplied with.

Real Property. No Group Company owns or has legal or equitable title, leasehold interest or other right or interest in any real property other than as held pursuant to Leases. Section 3.20(ii(a) of the Disclosure Schedule sets forth each leasehold interest pursuant to which any Group Company holds any real property (a “Lease”), indicating the parties to such Lease, the address of the property demised under the Lease, the rent payable under the Lease and the term of the Lease. The particulars of the Leases as set forth in Section 3.20(ii) of the Disclosure Schedule are true and complete. Each Lease constitutes the entire agreement with With respect to each such parcel of Owned Real Property: (i) the property demised thereunder. To the Knowledge of the Warrantors, the lessor under each Lease is qualified Contributor has good and has obtained all Consents necessary to enter into such Lease, including any Consents required from the owner of the property demised pursuant marketable title to the Lease if the lessor is not such owner. There is no claim asserted against Owned Real Property, free and clear of any Group Company, or to the Knowledge of the Warrantors, Liens except for Permitted Liens; (ii) there is no claim asserted against the relevant lessor or threatened by any Person against any Group Company or the relevant lessor regarding the lessor’s ownership of the property demised pursuant to each Lease. Each Lease is in compliance with all applicable Laws, including with respect to the ownership and operation of property and conduct of business as now conducted by the applicable Group Company which is a party to such Lease. Each Group Company which is party to a Lease has accepted possession of the property demised pursuant to the Lease and is in actual possession thereof and has not sublet, assigned or hypothecated its leasehold interest. No Group Company uses any real property in the conduct of its business except insofar as it has secured a Lease with respect thereto. The leasehold interests under the Leases held by each Group Company are adequate for the conduct of the business of such Group Company as currently conducted and as proposed to be conducted. There exists no pending or, to the Knowledge of the WarrantorsContributor, threatened condemnationthreatened, confiscationcondemnation proceedings, eminent domain proceeding, dispute, claim, demand lawsuits or similar proceeding with respect to, or which could materially administrative actions relating to the Owned Real Property; (iii) the legal description for Owned Real Property contained in the deed thereof describes such Owned Real Property fully and adversely affectadequately, the continued use buildings and enjoyment of such leasehold interests. To improvements are located within the Knowledge boundary lines of the Warrantorsdescribed parcels of land, are not in violation of applicable setback requirements, zoning laws and ordinances (and none of the Owned Real Property or buildings or improvements thereon are subject to “permitted non-conforming use” or “permitted non-conforming structure” classification), and do not encroach on any easement that may burden the land, and the land does not serve any adjoining property for any purpose inconsistent with the use of the land, except as is set forth on Section 2.13 of the Disclosure Schedule, the property is not located within any flood plain or subject to any similar type restriction for which any material Assigned Licenses have not been obtained and access to the property is provided by paved public right of way with adequate curb cuts available; (iv) all facilities have received all approvals of Governmental or Regulatory Authorities (including Licenses) required in connection with the ownership or operation thereof and have been operated and maintained in accordance with applicable Laws; (v) except as set forth in Section 2.13 of the Disclosure Schedule, there are no circumstances that would entitle any Governmental Authority leases, subleases, Licenses, concessions, easements, servitudes, rights-of-way, encumbrances or other Person Contracts granting to take possession any party or otherwise restrict use, possession parties the right of use or occupation occupancy of any property subject portion of the Owned Real Property; (vi) neither the leases, subleases, Licenses, concessions, easements, servitudes, rights-of-way, encumbrances or Contracts set forth in Section 2.13 of the Disclosure Schedule nor the enforcement of any rights thereunder by any party thereto have or may have a material adverse impact on the Acquiror’s ability to any Leases. The continue to operate the Owned Real Property as a refinery in the same manner as the Contributor has operated the same prior to the Closing Date and (vii) with respect to the easements, licenses and rights-of-way comprising the Owned Real Property, the Contributor has good and marketable title to or interests therein sufficient to enable the Acquiror to use and operation operate the Contributed Assets in a reasonable and customary manner, free and clear of the real properties subject to the Leases by the Group Companies is in compliance with all applicable Laws, including, without limitation, all applicable building codes, environmental, zoning, subdivision, and land use laws. None of the Group Companies has received notice from any Governmental Authority advising it of a violation (or an alleged violation) of any such laws or regulationsLiens except Permitted Liens.

Real Property. No Group Company owns or has legal or equitable title, leasehold interest or other right or interest in any real property other than as held pursuant to Leases. Section 3.20(ii(i) of the Disclosure Schedule sets forth each leasehold interest pursuant to which any Group Company holds any real property (a “Lease”), indicating the parties to such LeaseThe Company, the address of the property demised under the Lease, the rent payable under the Lease and the term of the Lease. The particulars of the Leases as set forth in Section 3.20(ii) of the Disclosure Schedule are true and complete. Each Lease constitutes the entire agreement with respect to the property demised thereunder. To the Knowledge of the Warrantors, the lessor under each Lease is qualified and has obtained all Consents necessary to enter into such Lease, including any Consents required from the owner of the property demised pursuant to the Lease if the lessor is not such owner. There is no claim asserted against any Group Company, or to the Knowledge of the Warrantors, there is no claim asserted against the relevant lessor or threatened by any Person against any Group Company Operating Partnership or the relevant lessor regarding Subsidiaries have fee simple title (or in the lessor’s ownership case of the property demised pursuant to each Lease. Each Lease is in compliance with all applicable Lawsground leases, including with respect to the ownership and operation of property and conduct of business as now conducted by the applicable Group Company which is a party to such Lease. Each Group Company which is party to a Lease has accepted possession of the property demised pursuant to the Lease and is in actual possession thereof and has not sublet, assigned or hypothecated its valid leasehold interest. No Group Company uses any real property in the conduct of its business except insofar as it has secured a Lease with respect thereto. The leasehold interests under the Leases held by each Group Company are adequate for the conduct of the business of such Group Company as currently conducted and as proposed ) to be conducted. There exists no pending or, to the Knowledge of the Warrantors, threatened condemnation, confiscation, eminent domain proceeding, dispute, claim, demand or similar proceeding with respect to, or which could materially and adversely affect, the continued use and enjoyment of such leasehold interests. To the Knowledge of the Warrantors, there are no circumstances that would entitle any Governmental Authority or other Person to take possession or otherwise restrict use, possession or occupation of any property subject to any Leases. The use and operation all of the real properties subject described in the General Disclosure Package as owned or leased by them and the improvements (exclusive of improvements owned by tenants or by landlords, if applicable) located thereon (collectively, the “Properties”), in each case, free and clear of all liens, encumbrances, claims, security interests, restrictions and defects, except such as are disclosed in the General Disclosure Package or as an exception to the Leases title insurance reports furnished by the Group Companies Company to counsel for the Managers, the Forward Purchasers and the Forward Sellers or do not materially adversely affect the value of such Property and do not materially interfere with the use made and proposed to be made of such Property by the Company, the Operating Partnership or any of the Subsidiaries; (ii) except as otherwise set forth in or described in the General Disclosure Package, the mortgages and deeds of trust encumbering the Properties are not convertible into debt or equity securities of the Company, the Operating Partnership or any of the Subsidiaries and such mortgages and deeds of trust are not cross-defaulted with any loan not made to, or cross-collateralized to any property not owned directly or indirectly by, the Company, the Operating Partnership or any of the Subsidiaries; (iii) except as otherwise set forth in or described in the General Disclosure Package, none of the Company, the Operating Partnership or any of the Subsidiaries has received from any governmental authority any written notice of any condemnation of or zoning change affecting the Properties or any part thereof which if consummated would reasonably be expected to have a Material Adverse Effect, and none of the Company, the Operating Partnership or any of the Subsidiaries knows of any such condemnation or zoning change which is threatened and, in compliance each case, which if consummated would reasonably be expected to have a Material Adverse Effect, whether or not arising from transactions in the ordinary course of business; (iv) each of the Properties complies with all applicable Lawscodes, laws and regulations (including, without limitation, all applicable building and zoning codes, environmentallaws and regulations and laws relating to access to the Properties), zoningexcept if and to the extent disclosed in the General Disclosure Package and except for such failures to comply that would not individually or in the aggregate reasonably be expected to materially affect the value of the Properties or interfere in any material respect with the use made and proposed to be made of the Properties by the Company, subdivisionthe Operating Partnership or any of the Subsidiaries; (v) the Company, the Operating Partnership or a Subsidiary has obtained title insurance on the fee interests in each of the Properties, in an amount that is commercially reasonable for each Property, but at least equal to the original purchase price of each such Property, and land use laws. None all such policies of insurance are in full force and effect; (vi) except as otherwise described in the General Disclosure Package, none of the Group Companies has received notice from Company, the Operating Partnership, any Governmental Authority advising it of a violation (or an alleged violation) the Subsidiaries or, to the best knowledge of the Transaction Entities, any tenant of any of the Properties is in default under (x) any space lease (as lessor or lessee, as the case may be) relating to any of the Properties, (y) any of the mortgages or other security documents or other agreements encumbering or otherwise recorded against the Properties, or (z) any ground lease, sublease or operating sublease relating to any of the Properties, and neither the Company nor the Operating Partnership knows of any event which, but for the passage of time or the giving of notice, or both, would constitute a default under any of such laws documents or regulationsagreements, except with respect to (x), (y) and (z) immediately above any such default that would not have a Material Adverse Effect; and (vii) except as otherwise described in the General Disclosure Package or would not, singly or in the aggregate, have a Material Adverse Effect, no tenant under any of the leases at the Properties has a right of first refusal to purchase the premises demised under such lease. The Company, the Operating Partnership and the Subsidiaries do not own or control, directly or indirectly any other fee interest in material real property, other than the real property described in the General Disclosure Package.

Real Property. No Group Company owns Section 5.21 of the Buyer Disclosure Memorandum sets forth a complete list of all real property leased by the Buyer Entities as of the date hereof (“Buyer Leased Real Property”). A copy of the lease for each Buyer Leased Real Property (individually, a “Buyer Lease” and collectively, the “Buyer Leases”) has been provided to Target prior to execution of this Agreement or has legal been delivered or equitable title, leasehold interest or other right or interest in any real property other than as held pursuant made available to LeasesTarget. Section 3.20(ii) of the Disclosure Schedule sets forth each leasehold interest pursuant to which any Group Company holds any real property (a “Lease”), indicating the parties to such Lease, the address of the property demised under the Lease, the rent payable under the Lease and the term of the Lease. The particulars of the Leases as set forth in Section 3.20(ii) of the Disclosure Schedule are true and complete. Each Lease constitutes the entire agreement with With respect to the property demised thereunder. To the Knowledge of the Warrantors, the lessor under each Buyer Lease: (i) such Buyer Lease is qualified legal, valid, and has obtained all Consents necessary to enter into such Leasebinding on the Buyer Entity party thereto, including any Consents required from the owner of the property demised pursuant to the Lease if the lessor is not such owner. There is no claim asserted against any Group Company, or to the Knowledge of the Warrantors, there is no claim asserted against the relevant lessor or threatened by any Person against any Group Company or the relevant lessor regarding the lessor’s ownership of the property demised pursuant to each Lease. Each Lease is in compliance with all applicable Laws, including with respect to the ownership and operation of property and conduct of business as now conducted by the applicable Group Company which is a party to such Lease. Each Group Company which is party to a Lease has accepted possession of the property demised pursuant to the Lease and is in actual possession thereof and has not sublet, assigned or hypothecated its leasehold interest. No Group Company uses any real property in the conduct of its business except insofar as it has secured a Lease with respect thereto. The leasehold interests under the Leases held by each Group Company are adequate for the conduct of the business of such Group Company as currently conducted and as proposed to be conducted. There exists no pending orand, to the Knowledge of Buyer, each other Person party thereto, and is enforceable and in full force and effect; (ii) except as set forth on Section 5.21 of the WarrantorsBuyer Disclosure Memorandum, threatened condemnationthe transactions contemplated by this Agreement do not require the consent of any other party to such Buyer Lease, confiscation, eminent domain proceeding, dispute, claim, demand will not result in a breach of or similar proceeding with respect todefault under such Buyer Lease, or which could materially otherwise cause such Buyer Lease to cease to be legal, valid, binding, enforceable and adversely affectin full force and effect on identical terms following the Closing; and (iii) no Buyer Entity nor, the continued use and enjoyment of such leasehold interests. To to the Knowledge of Buyer, any other party to a Buyer Lease is in material Default under such Buyer Lease, and, to the WarrantorsKnowledge of Buyer, there are no circumstances that event has occurred or failed to occur or circumstance exists which, with the delivery of notice, the passage of time or both, would entitle constitute such a material Default, or permit the termination, material modification or acceleration of rent under such Buyer Lease. No Buyer Entity (i) owns, or since January 1, 2011, has owned, any Governmental Authority or other Person to take possession or otherwise restrict usereal property, possession or occupation (ii) has guaranteed payment of any property subject purchase price or rent for any real property, or (iii) is obligated to purchase or rent any real property, other than under the Buyer Leases. The use and operation of the real properties subject to the Leases by the Group Companies is in compliance with all applicable Laws, including, without limitation, all applicable building codes, environmental, zoning, subdivision, and land use laws. None of the Group Companies has received notice from any Governmental Authority advising it of a violation (or an alleged violation) of any such laws or regulations.

Real Property. No Group Company owns or has legal or equitable titleExhibit 1.53 attached hereto is a true, leasehold interest or other right or interest in any real property other than as held pursuant to Leases. Section 3.20(ii) complete and correct list of all of the Disclosure Schedule sets forth Real Property owned or leased by Seller and used in the U.S. Display Business. With respect to each leasehold interest pursuant to which any Group Company holds any real property (a “Lease”)such parcel of Real Property, indicating the parties to such Lease, the address of the property demised under the Lease, the rent payable under the Lease and the term of the Lease. The particulars of the Leases except as set forth in Section 3.20(ii) of the Disclosure Schedule Exhibit 1.53 attached hereto: there are true and complete. Each Lease constitutes the entire agreement with respect to the property demised thereunder. To the Knowledge of the Warrantors, the lessor under each Lease is qualified and has obtained all Consents necessary to enter into such Lease, including any Consents required from the owner of the property demised pursuant to the Lease if the lessor is not such owner. There is no claim asserted against any Group Company, or to the Knowledge of the Warrantors, there is no claim asserted against the relevant lessor or threatened by any Person against any Group Company or the relevant lessor regarding the lessor’s ownership of the property demised pursuant to each Lease. Each Lease is in compliance with all applicable Laws, including with respect to the ownership and operation of property and conduct of business as now conducted by the applicable Group Company which is a party to such Lease. Each Group Company which is party to a Lease has accepted possession of the property demised pursuant to the Lease and is in actual possession thereof and has not sublet, assigned or hypothecated its leasehold interest. No Group Company uses any real property in the conduct of its business except insofar as it has secured a Lease with respect thereto. The leasehold interests under the Leases held by each Group Company are adequate for the conduct of the business of such Group Company as currently conducted and as proposed to be conducted. There exists no pending or, to the Knowledge of the WarrantorsSeller, threatened condemnationcondemnation proceedings, confiscationlawsuits or administrative actions relating thereto; there are no leases, eminent domain proceedingsubleases, disputelicenses, claimconcessions or other agreements, demand written or similar proceeding oral, granting to any Person the right to use or occupy any portion thereof; with respect to owned parcels of Real Property, there are no outstanding options or rights of first refusal to purchase, lease or otherwise acquire a parcel or any portion thereof or interest therein; to the Knowledge of Seller, there are no Persons (other than Seller) in possession of any owned parcel of Real Property, other than tenants under leases or subleases disclosed in Exhibit 1.53 attached hereto who are in possession of space to which they are entitled under such lease or sublease; to the Knowledge of Seller, there is no existing violation of or nonconformity with, and Seller is not under investigation with respect to, has not been charged with and has not received any written notice of any alleged violation of or which could materially and adversely affectnonconformity with, any restriction, condition, covenant, commitment, contract or agreement relating thereto, the continued use and enjoyment non-compliance with which would have a Material Adverse Effect; Seller will promptly deliver to Buyer any surveys of such leasehold interests. To the Knowledge any part of the Warrantors, owned Real Property that may be in the possession of Seller; there are no circumstances encroachments of buildings or improvements comprising a part of the Real Property onto adjacent property or onto any easements encumbering such Real Property which would have a Material Adverse Effect; and Seller has obtained and delivered to Buyer the commitment (together with copies of all documentary exceptions listed or referred to therein, hereinafter referred to as the "Title Commitment") of Lawyers Title Insurance Corporation (the "Title Company") to issue one or more owner’s (and lender’s) policies of title insurance insuring in one of the Companies good and marketable fee simple title to each parcel of owned Real Property on ALTA Owner’s Form 1992, with no exceptions from coverage other than those pre-printed on the policy and the Permitted Liens. If Buyer desires to obtain, at its sole cost, such owner’s policies of title insurance at Closing, Seller agrees (i) to execute and deliver to Buyer at Closing the Title Company’s standard form of owners affidavit as to mechanics’ liens and possession (with such modifications thereto as are necessary in order to make the affidavit factually accurate), (ii) to use reasonable efforts to comply with the customary and applicable requirements of Seller contained in the Title Commitment to have such policies issued and (iii) to use reasonable efforts to clear up any of the exceptions from coverage on the Title Commitment that would entitle any Governmental Authority do not in fact affect the Real Property; provided, however, that Seller shall not be required to obtain updated or other Person to take possession or otherwise restrict use, possession or occupation new surveys of any property subject parcel of owned Real Property and that receipt of such owner’s policies by Buyer shall not be a condition precedent to any LeasesBuyer’s obligations hereunder. The use and operation of Since January 1, 1998, the real properties subject to the Leases by the Group Companies is in compliance with all applicable Laws, including, without limitation, all applicable building codes, environmental, zoning, subdivision, and land use laws. None of the Group Companies Seller has not received information or notice from any Governmental Authority advising it insurance company or board of a violation (or an alleged violation) fire underwriters requesting the performance of any such laws work or regulationsalteration with respect to the Real Property outside of the ordinary course of business, or requiring a material increase in the insurance rates applicable to the Real Property.

Real Property. No Group Company owns or has legal or equitable title, leasehold interest or other right or interest in any real property other than as held pursuant to Leases. Section 3.20(ii) 3.12 of the Seller Disclosure Schedule sets forth each leasehold interest pursuant to which any Group Company holds any a list, as of the date hereof, that is complete and accurate in all material respects of (a) the real property (a “Lease”), indicating the parties to such Lease, the address of the property demised under the Lease, the rent payable under the Lease and the term of the Lease. The particulars of the Leases as set forth in Section 3.20(ii) of the Disclosure Schedule are true and complete. Each Lease constitutes the entire agreement owned by Seller or any Transferred Entity with respect to the property demised thereunder. To the Knowledge Business and being transferred to Purchaser as part of the WarrantorsSale hereunder (the “Business Owned Real Property”) and the applicable Seller or Transferred Entity that is the holder thereof and (b) the real property leased, the lessor under each Lease is qualified and has obtained all Consents necessary to enter into such Lease, including any Consents required from the owner of the property demised pursuant to the Lease if the lessor is not such owner. There is no claim asserted against any Group Company, subleased or to the Knowledge of the Warrantors, there is no claim asserted against the relevant lessor or threatened licensed by any Person against any Group Company Transferred Entity or the relevant lessor regarding the lessor’s ownership other applicable Affiliate of the property demised pursuant to each Lease. Each Lease is in compliance with all applicable Laws, including Seller with respect to the ownership Business and operation of property and conduct of business being transferred to Purchaser as now conducted by the applicable Group Company which is a party to such Lease. Each Group Company which is party to a Lease has accepted possession part of the property demised pursuant Sale hereunder, other than the Business Owned Real Property (the “Business Leased Real Property” and, together with the Business Owned Property, the “Business Real Property”). Except as would not reasonably be expected to be material to the Lease Business and is in actual possession thereof the Transferred Entities, taken as a whole, each of the Transferred Entities, as applicable, has, good and has not subletmarketable title to all Business Owned Real Property and a valid leasehold, assigned subleasehold or hypothecated its leasehold license interest. No Group Company uses any real property , as applicable, in the conduct Business Leased Real Property leased, subleased or licensed by it, in each case free and clear of its business all Liens, except insofar as it has secured a Lease with respect thereto. The leasehold interests under the Leases held by each Group Company are adequate for the conduct of the business of such Group Company as currently conducted and as proposed to be conductedPermitted Liens. There exists are no pending or, to the Knowledge of the WarrantorsSeller, threatened condemnationcondemnation proceedings affecting any Business Owned Real Property or Business Leased Real Property or any material portion thereof, confiscationexcept as would not reasonably be expected to be material to the Transferred Entities and the Business, eminent domain proceedingtaken as a whole. All leases, disputesubleases and licenses, claimtogether with all amendments, demand or similar proceeding with respect to, or which could materially modifications and adversely affectsupplements thereto (collectively, the continued use “Real Property Leases” and enjoyment of such leasehold interests. To each a “Real Property Lease”) for the Knowledge of the WarrantorsBusiness Leased Real Property are in full force and effect and are enforceable in accordance with their respective terms, there are no circumstances that would entitle any Governmental Authority or other Person to take possession or otherwise restrict use, possession or occupation of any property subject to any Leases. The use and operation of the real properties subject to the Leases Enforceability Exceptions, except as would not reasonably be expected to be material to the Transferred Entities and the Business, taken as a whole. Neither Seller nor any Transferred Entity has received any written notice of any, and there is no, default or other matter or condition in existence as of the date hereof that would constitute a breach under any Real Property Lease by any of the Group Companies is in compliance Transferred Entities under any such lease, sublease or license, except as would not reasonably be expected to be material to the Transferred Entities and the Business, taken as a whole. Except as would not reasonably be expected to be material to the Transferred Entities and the Business, taken as a whole, the buildings, structures, fixtures and other improvements located on the Business Owned Real Property and the Business Leased Real Property (collectively, the “Improvements”) comply with all applicable Laws. Except as would not reasonably be expected to be material to the Transferred Entities and the Business, includingtaken as a whole, without limitationnone of the Improvements require any special dispensation, variance or special permit under any Law (whether or not such dispensation, variance or special permit has been issued and obtained). Section 3.12(c) of the Seller Disclosure Schedule sets forth a list, as of the date hereof, that is complete and accurate in all applicable building codesmaterial respects of all easements, environmentalservitudes, zoningrights of way and similar agreements that encumber, subdivisionaffect or have otherwise granted rights in and to the Business Real Property in favor of the Seller, PSE&G or their respective Affiliates (together with all amendments, modifications and other supplements thereto, the “Existing Affiliate Easements”). The Existing Affiliate Easements do not materially interfere with, and land use laws. None would not reasonably be expected to materially interfere with as a result of the Group Companies has received notice from any Governmental Authority advising it exercise of a violation (the rights of the parties thereunder, the ordinary conduct of the Business as conducted as of the date hereof at the asset to which they relate, or an alleged violation) of any such laws the use or regulationsoccupancy thereof.

Real Property. No Group Leases. The Company owns or has legal or equitable title, leasehold interest or other right or interest in and its Subsidiaries do not own any real property other than as held pursuant to Leasesproperty. Section 3.20(ii) 2.11 of the Company Disclosure Schedule sets forth a list of the Leases. The Leases grant leasehold estates free and clear of all Encumbrances other than Permitted Encumbrances. The Leases are, to the Knowledge of the Company, in full force and effect and enforceable against each leasehold interest pursuant of the other parties thereto in all Material respects in accordance with their respective terms, subject to which the Enforceability Limitations. The Company and its Subsidiaries are not in Material breach of or default under any Group Company holds any real property (a “Lease”), indicating the parties to such Lease, nor has there occurred any event that with the address passage of time or the property demised giving of notice or both would constitute a Material breach or default by the Company or its Subsidiaries under the Lease, the rent payable under the Lease and the term of the any Lease. The particulars Company has not received any notice that the Company or any of the Leases as set forth its Subsidiaries is in Section 3.20(ii) Material breach of the Disclosure Schedule are true and complete. Each Lease constitutes the entire agreement with respect to the property demised thereunderor default under any Lease. To the Knowledge of the Warrantors, the lessor under each Lease is qualified and has obtained all Consents necessary to enter into such Lease, including any Consents required from the owner of the property demised pursuant to the Lease if the lessor is not such owner. There is no claim asserted against any Group Company, or no other party to the Knowledge of the Warrantors, there is no claim asserted against the relevant lessor or threatened by any Person against any Group Company or the relevant lessor regarding the lessor’s ownership of the property demised pursuant to each Lease. Each Lease is in compliance with all applicable LawsMaterial breach of or default under any Lease, including with respect to the ownership and operation of property and conduct of business as now conducted by the applicable Group Company which is a party to such Lease. Each Group Company which is party to a Lease has accepted possession of the property demised pursuant to the Lease and is in actual possession thereof and has not sublet, assigned or hypothecated its leasehold interest. No Group Company uses any real property in the conduct of its business except insofar as it has secured a Lease with respect thereto. The leasehold interests under the Leases held by each Group Company are adequate for the conduct of the business of such Group Company as currently conducted and as proposed to be conducted. There exists no pending ornor, to the Knowledge of the WarrantorsCompany, threatened condemnation, confiscation, eminent domain proceeding, dispute, claim, demand has there occurred any event that with the passage of time or similar proceeding with respect to, the giving of notice or which could materially and adversely affect, the continued use and enjoyment of both would constitute such leasehold interestsa breach or default. To the Knowledge of the WarrantorsCompany, there the operations of the Company and its Subsidiaries on the real property underlying the Leases or such real property underlying the Leases, including the improvements thereon, in any case, do not violate in any Material manner any applicable building code, zoning requirement, or classification or statute relating to the particular property or such operations, and such non-violation is not dependent, in any instance, on so-called non-conforming use exceptions. There are no circumstances that would entitle any Governmental Authority other parties occupying, or other Person with a right to take possession occupy granted by the Company or otherwise restrict useits Subsidiaries, possession or occupation of any the real property subject to any underlying the Leases. The Closing will not affect the enforceability against any person of any Lease or the rights of Purchaser or the Surviving Corporation to the use and operation possession of the real properties subject to property underlying the Leases Lease for the conduct of business as currently conducted by the Group Companies is in compliance Company and its Subsidiaries. The Company has provided Purchaser with a true, correct and complete copy of all Leases, together with all applicable Laws, including, without limitation, all applicable building codes, environmental, zoning, subdivision, and land use laws. None of the Group Companies has received notice from any Governmental Authority advising it of a violation (amendments thereto or an alleged violation) of any such laws or regulationsmodifications thereof.

Real Property. No Group Neither the Company nor any of its Subsidiaries owns or has legal or equitable title, leasehold interest or other right or interest in any real property. Each of the leases for real property to which the Company or any of its Subsidiaries is a party (the "Leases") and all amendments, modifications and/or extensions thereto are listed on Schedule 3.12 hereto. Schedule 3.12 hereto also lists, with respect to each Lease, the name of the 18 tenant(s), landlord(s), whether the Lease is a lease or a sublease, the current expiration dates and remaining options to extend the Leases, and the minimum monthly rent and additional rent under the Leases. With respect to the Leases, (i) the Leases are in full force and effect, are unmodified (other than as held listed on Schedule 3.12 hereto) and are binding and enforceable in accordance with their terms; (ii) all rental and other charges payable pursuant to Leases. Section 3.20(ii) of the Disclosure Schedule sets forth each leasehold interest pursuant to which any Group Company holds any real property (a “Lease”), indicating the parties to such Lease, the address of the property demised under the Lease, the rent payable under the Lease terms and the term of the Lease. The particulars conditions of the Leases as set forth have been paid and no rent has been paid in Section 3.20(iiadvance more than 30 days; (iii) there are no charges, offsets or defenses against the enforcement by the lessors thereunder of any agreement, covenant or condition on the part of the Disclosure Schedule are true and complete. Each Lease constitutes Company or any of its Subsidiaries, as the entire agreement with respect case may be, to the property demised thereunder. To the Knowledge of the Warrantors, the lessor under each Lease is qualified and has obtained all Consents necessary to enter into such Lease, including any Consents required from the owner of the property demised be performed or observed pursuant to the Lease if terms of the lessor is not Leases; (iv) there are no defaults by the Company or any of its Subsidiaries, as the case may be, of any agreement, covenant or condition on the part of the Company or such owner. There is Subsidiary, as the case may be, to be performed or observed pursuant to the terms of the Leases which with the giving of notice or the lapse of time would give rise to the termination of any such Leases; (v) there are no claim asserted against any Group Company, actions or proceedings pending or to the Knowledge best of the WarrantorsCompany's knowledge, there is no claim asserted against the relevant lessor or threatened threatened, by any Person against any Group Company or lessor under the relevant lessor regarding Leases; (vi) the lessor’s ownership consummation of the property demised pursuant to each Lease. Each Lease is in compliance with all applicable Laws, including with respect Offer and the Merger will not constitute a prohibited transfer or assignment under any of the Leases; and (vii) to the ownership and operation of property and conduct of business as now conducted by the applicable Group Company which is a party to such Lease. Each Group Company which is party to a Lease has accepted possession knowledge of the property demised pursuant to the Lease and is in actual possession thereof and has not sublet, assigned or hypothecated its leasehold interest. No Group Company uses any real property in the conduct of its business except insofar as it has secured a Lease with respect thereto. The leasehold interests under the Leases held by each Group Company are adequate for the conduct of the business of such Group Company as currently conducted and as proposed to be conducted. There exists no pending or, to the Knowledge of the Warrantors, threatened condemnation, confiscation, eminent domain proceeding, dispute, claim, demand or similar proceeding with respect to, or which could materially and adversely affect, the continued use and enjoyment of such leasehold interests. To the Knowledge of the WarrantorsCompany, there are no circumstances that would entitle material defaults by any Governmental Authority or other Person to take possession or otherwise restrict use, possession or occupation of the respective lessors of any property subject to any Leases. The use and operation agreement, covenant or condition on the part of the real properties subject lessor to be performed or observed pursuant to the Leases by the Group Companies is in compliance with all applicable Laws, including, without limitation, all applicable building codes, environmental, zoning, subdivision, and land use laws. None terms of the Group Companies has received notice from any Governmental Authority advising it of a violation (or an alleged violation) of any such laws or regulationsLeases.

Real Property. No Group Company owns or has legal or equitable title, leasehold interest or other right or interest in any real property other than as held pursuant to (i) Leases. Section 3.20(iiSchedule 6(dd) annexed hereto contains a complete and correct list of all real estate leases (the Disclosure Schedule sets forth each leasehold interest "Leases") pursuant to which any Group the Company holds any or the Subsidiary occupies or uses real property (a “Lease”), indicating in connection with the parties to such Lease, the address of the property demised under the Lease, the rent payable under the Lease Company's Video Business and the term of Subsidiary's business, respectively, setting forth the address, landlord, remaining terms, base rent and tenant for each Lease. The particulars Company has delivered to the Purchaser correct and complete copies of the Leases as set forth in Section 3.20(ii) of the Disclosure Schedule are true and complete. Each Lease constitutes the entire agreement with respect to the property demised thereunder. To the Knowledge of the Warrantors, the lessor under each Lease is qualified and has obtained all Consents necessary to enter into such Lease, including any Consents required from the owner of the property demised pursuant to the Lease if the lessor is not such owner. There is no claim asserted against any Group Company, or to the Knowledge of the Warrantors, there is no claim asserted against the relevant lessor or threatened by any Person against any Group Company or the relevant lessor regarding the lessor’s ownership of the property demised pursuant to each LeaseLeases. Each Lease is legal, valid, binding, enforceable, and in compliance with all applicable Lawsfull force and effect, including with respect to the ownership except as may be limited by bankruptcy, insolvency, reorganization and operation of property similar Applicable Laws affecting creditors generally and conduct of business as now conducted by the applicable Group availability of equitable remedies. Neither the Company which is a party to such Lease. Each Group Company which is party to a Lease has accepted possession or the Subsidiary nor the landlord under any of the property demised pursuant to Leases is (or upon the Lease consummation of the transactions contemplated hereby, will be) in default, violation or breach in any respect under any Lease, and no event has occurred and is in actual possession thereof and has not sublet, assigned or hypothecated its leasehold interest. No Group Company uses any real property in the conduct of its business except insofar as it has secured a Lease with respect thereto. The leasehold interests under the Leases held by each Group Company are adequate for the conduct of the business of such Group Company as currently conducted and as proposed to be conducted. There exists no pending continuing that constitutes or, to with notice or the Knowledge passage of the Warrantorstime or both, threatened condemnationwould constitute a default, confiscation, eminent domain proceeding, dispute, claim, demand violation or similar proceeding with breach in any respect to, or which could materially and adversely affect, the continued use and enjoyment of such leasehold interests. To the Knowledge of the Warrantors, there are no circumstances that would entitle under any Governmental Authority or other Person to take possession or otherwise restrict use, possession or occupation of any property subject to any Leases. The use and operation of the real properties subject to the Leases by the Group Companies is in compliance with all applicable Laws, including, without limitation, all applicable building codes, environmental, zoning, subdivision, and land use lawsLease. None of the Group Companies Leases have been pledged, mortgaged, assigned, modified or amended by the Company or the Subsidiary. Each Lease grants the tenant under the Lease the exclusive right to use and occupy the demised premises thereunder. Each of the Company and the Subsidiary, as the case may be, has received notice from good and valid title to the leasehold estate under each Lease free and clear of all liens created by the Company or the Subsidiary, as the case may be. Each of the Company and the Subsidiary, as the case may be, enjoys peaceful and undisturbed possession under its respective Leases for the leased real property. Except as set forth on Schedule 6(dd) annexed hereto, no consent is required by any Governmental Authority advising it of a violation (landlord, lessor, ground lessor, mortgagee, or an alleged violation) other party holding any interest in connection with or in respect of any such laws or regulationsof the Leases, by virtue of the transactions contemplated hereby.

Real Property. No Group Company (a) None of the Acquired Companies owns or has legal or equitable title, leasehold interest or other right or interest in any real property other than as held pursuant to Leasesproperty. Section 3.20(ii3.11(a) of the Company Disclosure Schedule Letter sets forth each leasehold interest pursuant to which any Group Company holds any a list of all real property (the “Leased Real Property”) currently leased to any Acquired Company by a third party pursuant to a lease, sublease or other similar agreement under which any Acquired Company is the lessee or sublessee as of the date hereof (collectively, the “LeaseCompany Leases”), indicating the parties to such Lease, the address of the property demised under the Lease, the rent payable under the Lease and the term of the Lease. The particulars of the Leases Except as set forth in on Section 3.20(ii3.11(b) of the Company Disclosure Schedule are true Letter, (a) each Company Lease (i) constitutes a valid and complete. Each Lease constitutes the entire agreement with respect to the property demised thereunder. To the Knowledge binding obligation of the WarrantorsAcquired Company party thereto, the lessor under each and (ii) assuming such Company Lease is qualified binding and has obtained all Consents necessary enforceable against the other parties thereto, is enforceable against the Acquired Company party thereto, except that such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Laws now or hereafter in effect relating to enter into such Leaseor affecting the rights and remedies of creditors and general principles of equity (whether considered in a proceeding at Law or in equity) and the discretion of a court before which any proceeding therefor may be brought, including any Consents required from the owner of the property demised pursuant to the Lease if the lessor (b) no Acquired Company is not such owner. There is no claim asserted against any Group Companyor, or to the Knowledge of the WarrantorsCompany, is alleged to be in breach of or default in any material respect under any Company Lease, (c) to the Knowledge of the Company, no counterparty is in breach of or default in any material respect under any Company Lease, (d) the Acquired Company has not subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property or any portion thereof, (e) the Acquired Company has not collaterally assigned or granted any other security interest in such Company Lease or any interest therein and (f) there is no claim asserted against the relevant lessor condemnation, expropriation or threatened by any Person against any Group Company or the relevant lessor regarding the lessor’s ownership of the property demised pursuant to each Lease. Each Lease is other proceeding in compliance with all applicable Laws, including with respect to the ownership and operation of property and conduct of business as now conducted by the applicable Group Company which is a party to such Lease. Each Group Company which is party to a Lease has accepted possession of the property demised pursuant to the Lease and is in actual possession thereof and has not sublet, assigned or hypothecated its leasehold interest. No Group Company uses any real property in the conduct of its business except insofar as it has secured a Lease with respect thereto. The leasehold interests under the Leases held by each Group Company are adequate for the conduct of the business of such Group Company as currently conducted and as proposed to be conducted. There exists no eminent domain pending or, to the Knowledge of the WarrantorsCompany, threatened condemnationthreatened, confiscationaffecting any Leased Real Property or any portion thereof or interest therein. There is no injunction, eminent domain proceedingdecree, disputeorder, claimwrit or judgment outstanding, demand nor any claims, litigation, administrative actions or similar proceeding with respect toproceedings pending or, to the Company’s Knowledge, threatened, relating to the ownership, lease, use or occupancy of the Real Property or any portion thereof, or which could materially and adversely affect, the continued use and enjoyment of such leasehold interests. To the Knowledge of the Warrantors, there are no circumstances that would entitle any Governmental Authority or other Person to take possession or otherwise restrict use, possession or occupation of any property subject to any Leases. The use and operation of the real properties subject to the Leases by the Group Companies is in compliance with all applicable Laws, including, without limitation, all applicable building codes, environmental, zoning, subdivision, and land use laws. None business of the Group Companies has received notice from any Governmental Authority advising it of a violation (or an alleged violation) of any such laws or regulationsAcquired Companies.

Real Property. No Group Neither the Company nor any of its Subsidiaries owns any real property. Section 4.1(r) of the Company Disclosure Letter contains a true, correct and complete list, as of the date of this Agreement, of all of the existing leases, subleases, licenses or other agreements pursuant to which the Company or any of its Subsidiaries uses or occupies, or has legal the right to use or equitable titleoccupy, leasehold interest or other right or interest in any real property for which annual base rent exceeds $350,000 (such property, the “Leased Real Property,” and each such lease, sublease, license or other than as held pursuant to Leases. Section 3.20(ii) of the Disclosure Schedule sets forth each leasehold interest pursuant to which any Group Company holds any real property (agreement and all amendments and modifications thereto, a “Lease”), indicating the parties . The Company has made available to such Lease, the address Parent complete and correct copies of the property demised under the Lease, the rent payable under the all Leases. With respect to each Lease and except as would not reasonably be expected to have, individually or in the term of aggregate, a Company Material Adverse Effect, (i) the Lease. The particulars of the Leases as set forth in Section 3.20(ii) of the Disclosure Schedule are true and complete. Each Lease constitutes the entire agreement with respect to the property demised thereunder. To the Knowledge of the Warrantors, the lessor under each Lease is qualified and has obtained all Consents necessary to enter into such Lease, including any Consents required from the owner of the property demised pursuant to the Lease if the lessor is not such owner. There is no claim asserted against any Group Company, or to the Knowledge of the Warrantors, there is no claim asserted against the relevant lessor or threatened by any Person against any Group Company or the relevant lessor regarding the lessor’s ownership one of the property demised pursuant to each Lease. Each Lease is in compliance with all applicable Laws, including with respect to the ownership and operation of property and conduct of business as now conducted by the applicable Group Company which is a party to such Lease. Each Group Company which is party to a Lease has accepted possession of the property demised pursuant to the Lease and is in actual possession thereof and its Subsidiaries has not sublet, collaterally assigned or hypothecated its leasehold interest. No Group Company uses granted any real property other security interest (other than Permitted Liens) in the conduct of its business except insofar as it has secured a such Lease with respect thereto. The leasehold interests under the Leases held by each Group Company are adequate for the conduct of the business of such Group Company as currently conducted and as proposed to be conducted. There exists no pending or, to the Knowledge of the Warrantors, threatened condemnation, confiscation, eminent domain proceeding, dispute, claim, demand or similar proceeding with respect to, or which could materially and adversely affect, the continued use and enjoyment of such leasehold interests. To the Knowledge of the Warrantors, any interest therein; (ii) there are no circumstances that would entitle Liens (other than Permitted Liens) on the estate or interest created by such Lease; (iii) the Company or one of its Subsidiaries has valid leasehold estates in the Leased Real Property, free and clear of all Liens (other than Permitted Liens); (iv) neither the Company nor any Governmental Authority of its Subsidiaries and to the knowledge of the Company, no third party is, as of the date hereof, in material breach of or other Person to take possession or otherwise restrict use, possession or occupation of any property subject default pursuant to any Leases. The use and operation Lease and, as of the real properties subject to the Leases date hereof, no fact, circumstance or event has occurred or is continuing that with notice or lapse of time would constitute a material breach or default thereunder by the Group Companies is in compliance with all applicable LawsCompany or any of its Subsidiaries or any other party; and (v) there are no subleases, includinglicenses or similar agreements granting to any Person, without limitationother than the Company or any of its Subsidiaries, all applicable building codesany right to use or occupy the Leased Real Property, environmental, zoning, subdivision, and land use laws. None of except for the Group Companies has received notice from any Governmental Authority advising it of a violation (or an alleged violation) of any such laws or regulationsPermitted Liens.

Real Property. No Group Company owns or has legal or equitable title, leasehold interest or other right or interest in does not own any real property other than as held pursuant to Leasesproperty. Section 3.20(iiPart 2.9(b) of the Disclosure Schedule sets forth the address of each leasehold interest pursuant to which any Group Company holds any real property parcel of Leased Real Property, and a true and complete list of all Leases for each such Leased Real Property (a “Lease”), indicating including the date and name of the parties to such Lease document). Company has made available to Purchaser a true and complete copy of each such Lease document, and in the case of any oral Lease, the address a written summary of the property demised under the Lease, the rent payable under the Lease and the term material terms of the such Lease. The particulars of the Leases Except as set forth in Section 3.20(iiPart 2.9(b) of the Disclosure Schedule are true and complete. Each Lease constitutes the entire agreement Schedule, with respect to the property demised thereunder. To the Knowledge each of the WarrantorsLeases: (i) the transactions contemplated by this Agreement do not require the consent of any other party to such Lease (except for those Leases for which Lease Consents are obtained), the lessor will not result in a breach of or default under each Lease is qualified and has obtained all Consents necessary to enter into such Lease, including and will not otherwise cause such Lease to cease to be legal, valid, binding, enforceable by Company in accordance with its terms and in full force and effect on identical terms following the Merger I Effective Time; (ii) there are no disputes with respect to such Lease; (iii) none of Company or to Company’s Knowledge any Consents required from the owner of the property demised pursuant other party to the Lease if the lessor is not such owner. There is no claim asserted against any Group Company, or to the Knowledge of the Warrantors, there is no claim asserted against the relevant lessor or threatened by any Person against any Group Company or the relevant lessor regarding the lessor’s ownership of the property demised pursuant to each Lease. Each Lease is in compliance with all applicable Lawsbreach of or default under such Lease, including and to Company’s Knowledge no event has occurred or circumstance exists with respect to any other party to the ownership and operation Lease that, with the delivery of property and conduct notice, the passage of business as now conducted by time or both, would constitute such a breach or default, or permit the applicable Group Company which is termination, modification or acceleration of rent under such Lease; (iv) no security deposit or portion thereof deposited with respect to such Lease has been applied in respect of a breach of or default under such Lease that has not been redeposited in full; (v) the other lessor party to such Lease. Each Group Lease is not an Affiliate of, and otherwise does not have any economic interest in, Company; (vi) Company which is party to a Lease has accepted possession of the property demised pursuant to the Lease and is in actual possession thereof and has not subletsubleased, licensed or otherwise granted any Person the right to use or occupy the Leased Real Property or any portion thereof; (vii) Company has not collaterally assigned or hypothecated its leasehold interest. No Group Company uses granted any real property other Encumbrance in the conduct of its business except insofar as it has secured a such Lease with respect thereto. The leasehold interests under the Leases held by each Group Company are adequate for the conduct of the business of such Group Company as currently conducted or any interest therein; and as proposed to be conducted. There exists no pending or, to the Knowledge of the Warrantors, threatened condemnation, confiscation, eminent domain proceeding, dispute, claim, demand or similar proceeding with respect to, or which could materially and adversely affect, the continued use and enjoyment of such leasehold interests. To the Knowledge of the Warrantors, (viii) there are no circumstances that would entitle any Governmental Authority Encumbrances on the estate or other Person to take possession or otherwise restrict use, possession or occupation of any property subject to any Leases. The use and operation of the real properties subject to the Leases interest created by the Group Companies is in compliance with all applicable Laws, including, without limitation, all applicable building codes, environmental, zoning, subdivision, and land use laws. None of the Group Companies has received notice from any Governmental Authority advising it of a violation (or an alleged violation) of any such laws or regulationsLease.

Real Property. No Group (a) The Acquired Company owns or has legal or equitable title, leasehold interest or other right or interest in does not own any real property other than as held pursuant to Leasesproperty. Section 3.20(ii(b) of Schedule 4.12.1(b) identifies the Disclosure Schedule sets forth each leasehold interest pursuant to which any Group Company holds any real property (a “Lease”), indicating Leased Real Property and lists the parties leases relating to such Leased Real Property, whether written or oral (each, a "Lease, the address of the property demised under the Lease, the rent payable under the Lease and the term of the Lease. The particulars of the Leases as set forth in Section 3.20(ii) of the Disclosure Schedule are true and complete. Each Lease constitutes the entire agreement with respect to the property demised thereunder"). To the Knowledge of the WarrantorsSeller, the lessor under each Lease is qualified Acquired Company has a valid and subsisting leasehold estate in the Leased Real Property. The Acquired Company has obtained all Consents necessary to enter into such Leasenot subleased, including any Consents required from the owner of the property demised pursuant to the Lease if the lessor is not such owner. There is no claim asserted against any Group Company, licensed or to the Knowledge of the Warrantors, there is no claim asserted against the relevant lessor or threatened by otherwise granted any Person against a right to use or occupy the Leased Real Property or any Group Company or the relevant lessor regarding the lessor’s ownership of the property demised pursuant portion thereof. With respect to each Lease. Each Lease is in compliance with all applicable Laws, including with respect to the ownership and operation of property and conduct of business as now conducted by the applicable Group Company which is a party to such Lease. Each Group Company which is party to a Lease has accepted possession of the property demised pursuant to the Lease and is in actual possession thereof and has not sublet, assigned or hypothecated its leasehold interest. No Group Company uses any real property in the conduct of its business except insofar as it has secured a Lease with respect thereto. The leasehold interests under the Leases held by each Group Company are adequate for the conduct of the business of such Group Company as currently conducted and as proposed to be conducted. There exists no pending or, to the Knowledge of Seller, except as would not, individually or in the Warrantorsaggregate, threatened condemnationreasonably be expected to have a Material Adverse Effect, confiscation(i) such Lease is in full force and effect and all rents, eminent domain proceedingrequired deposits and additional rents due to date pursuant to such Lease have been paid in full, dispute(ii) there is no existing default by the Acquired Company or by the lessor of such Lease, claim(iii) the Acquired Company has not received any notice that it is in default under such Lease, demand (iv) the Acquired Company has not received any notice that the owner of the applicable Leased Real Property has made any assignment, mortgage, pledge or similar proceeding hypothecation of such Lease or the rents or use fees due thereunder, and (v) there exists no event, occurrence, condition or act (including the transactions contemplated by this Agreement), that with respect to, or which could materially and adversely affectthe giving of notice, the continued use lapse of time or the happening of any further event or condition, would constitute a default by the Acquired Company. The Leases provided to Buyer are all of the leases that constitute the Leased Real Property, and enjoyment of such leasehold interestsno Leases have been amended, modified or terminated other than amendments or modifications provided to Buyer. (c) To the Knowledge of Seller, except as would not, individually or in the Warrantorsaggregate, there are no circumstances that would entitle any Governmental Authority or other Person reasonably be expected to take possession or otherwise restrict use, possession or occupation of any property subject to any Leases. The use and operation have a Material Adverse Effect (i) each of the real properties subject to the Leases by the Group Companies is in compliance with all applicable Lawsbuildings, structures, improvements and systems (including, without limitation, all applicable building codesthe roof, environmentalheating, zoningventilating, subdivisionair conditioning, plumbing, electrical and drainage systems) situated or located on the Leased Real Property is in good condition and repair, contains no material structural defects and is in a condition sufficient for the Acquired Company to conduct its operations as currently conducted, and land use laws. None (ii) none of the Group Companies buildings, structures or improvements situated on the Leased Real Property, during the period of time during which such Leased Real Property has received notice from any Governmental Authority advising it of a violation (been leased by the Acquired Company, has been damaged by fire or an alleged violation) of any other casualty, except for such laws or regulations.damage as has been fully repaired and restored. 4.12.2

Real Property. No Group (a) The Company owns or has legal or equitable title, leasehold interest or other right or interest in never and currently does not own any real property other than as held pursuant to Leasesproperty. Section 3.20(ii) of the Disclosure Schedule 2.13 sets forth each leasehold interest pursuant to which any Group Company holds any a true, correct and complete list of all real property and interests in real property leased or subleased by the Company as lessee and that relates to or is used in connection with the Business (individually, a “Company Property” and collectively as the “Company Properties”) and identifies for each lease of Company Property (individually, a “Lease” and, collectively, the “Leases”), indicating ) the parties to such Leasethereto, the address of the property demised under the Leasesubject thereto (where available), the rent payable under thereunder, the Lease terms of any renewal options, the substance of any amendments or modifications thereto and the term of the Leaseany reciprocal easement or operating agreements relating thereto. The particulars Company has a good, marketable and valid leasehold interest in each Company Property, subject only to Permitted Liens. The Company has previously made available to Buyer and/or its counsel true, correct and complete copies of the Leases as set forth in Section 3.20(ii) of the Disclosure Schedule are true and complete. Each Lease constitutes the entire agreement with respect to the property demised thereunder. To the Knowledge of the Warrantors, the lessor under each Lease is qualified and has obtained all Consents necessary to enter into such Lease, including any Consents required from the owner of the property demised pursuant to the Lease if the lessor is not such ownertogether with all amendments, modifications, supplements, waivers and side letters related thereto. There is no claim asserted against any Group Company, or to the Knowledge of the Warrantors, there is no claim asserted against the relevant lessor or threatened by any Person against any Group Company or the relevant lessor regarding the lessor’s ownership of the property demised pursuant With respect to each Lease. Each : (i) the Lease is legal, valid, binding, enforceable and in compliance with all applicable Laws, including with respect to the ownership full force and operation of property and conduct of business as now conducted by the applicable Group Company which is a party to such Lease. Each Group Company which is party to a Lease has accepted possession effect; (ii) none of the property demised pursuant to the Lease and is in actual possession thereof and has not sublet, assigned or hypothecated its leasehold interest. No Group Company uses any real property in the conduct of its business except insofar as it has secured a Lease with respect thereto. The leasehold interests under the Leases held by each Group Company are adequate for the conduct of the business of such Group Company as currently conducted and as proposed to be conducted. There exists no pending or, to the Knowledge knowledge of the WarrantorsCompany, threatened condemnationany other party to the Lease is in breach or default thereunder and, confiscation, eminent domain proceeding, dispute, claim, demand or similar proceeding with respect to, or which could materially and adversely affect, to the continued use and enjoyment of such leasehold interests. To the Knowledge knowledge of the WarrantorsCompany, no event has occurred which, with notice or lapse of time or both, would constitute such a breach or default or permit termination, modification or acceleration under the Lease; (iii) no party to the Lease has repudiated any provision thereof; (iv) there are no circumstances that would entitle any Governmental Authority disputes, oral agreements or other Person to take possession or otherwise restrict use, possession or occupation of any property subject to any Leases. The use and operation of the real properties subject forbearance programs in effect as to the Leases Lease; (v) the Lease has not been modified in any respect, except to the extent that such modifications are disclosed by the Group Companies is documents made available to Buyer; (vi) the Company has not assigned, transferred, conveyed, mortgaged, deeded in compliance with all applicable Laws, including, without limitation, all applicable building codes, environmental, zoning, subdivision, trust or encumbered any interest in the Lease; and land use laws. None of (vii) the Group Companies has received notice from any Governmental Authority advising Lease covers the entire estate it of a violation (or an alleged violation) of any such laws or regulationspurports to cover.

Real Property. No Group Company owns or has legal or equitable title, leasehold interest or other right or interest in any (a) Schedule 5.20 (all sets forth the address of each leased real property other than as held pursuant to Leases. Section 3.20(ii) of Seller (the Disclosure Schedule sets forth each leasehold interest pursuant to which any Group Company holds any real property (a “LeaseLeased Real Property”), indicating and a true and complete list of all leases (including all amendments, extensions, renewals, Guarantees and other Contracts with respect thereto) for each such Leased Real Property (including the date and name of the parties to such lease or license document) (the “Leases”). Seller has delivered to Buyer a true and complete copy of each Lease, and in the address case of any oral Lease, a written summary of the property demised material terms of such Lease. With respect to each of the Leases: (i) such Lease is legal, valid, binding, enforceable and in full force and effect; (ii) the transactions set forth in this Agreement do not require the consent of any other Person to such Lease, or such consent has been obtained, shall not result in a breach of or default under such Lease, or otherwise cause such Lease to cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing; (iii) Seller’s possession and quiet enjoyment of the Leased Real Property under such Lease has not been disturbed, and there are no disputes with respect to such Lease; (iv) Seller, and to Seller’s Knowledge any other party to the Lease, is not in breach or default under such Lease, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach or default, or permit the termination, modification or acceleration of rent payable under the Lease and the term of the such Lease. The particulars of the Leases as set forth in Section 3.20(ii; (v) of the Disclosure Schedule are true and complete. Each Lease constitutes the entire agreement no security deposit or portion thereof deposited with respect to the property demised thereunder. To the Knowledge such Lease has been applied in respect of the Warrantors, the lessor a breach or default under each such Lease is qualified and which has obtained all Consents necessary to enter into such Lease, including any Consents required from the owner of the property demised pursuant to the Lease if the lessor is not such owner. There is no claim asserted against any Group Companybeen redeposited in full; (vi) Seller does not owe, or to shall owe in the Knowledge of the Warrantorsfuture, there is no claim asserted against the relevant lessor any brokerage commissions or threatened by any Person against any Group Company or the relevant lessor regarding the lessorfinder’s ownership of the property demised pursuant to each Lease. Each Lease is in compliance with all applicable Laws, including fees with respect to such Lease; (vii) the ownership and operation of property and conduct of business as now conducted by the applicable Group Company which is a other party to such Lease. Each Group Company which Lease is party to a Lease has accepted possession of the property demised pursuant to the Lease not an Affiliate of, and is in actual possession thereof and otherwise does not have any economic interest in, Seller; (viii) Seller has not subletsubleased, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property or any portion thereof; (ix) Seller has not collaterally assigned or hypothecated its leasehold interest. No Group Company uses granted any real property other security interest in the conduct of its business except insofar as it has secured a such Lease with respect thereto. The leasehold interests under the Leases held by each Group Company are adequate for the conduct of the business of such Group Company as currently conducted and as proposed to be conducted. There exists no pending or, to the Knowledge of the Warrantors, threatened condemnation, confiscation, eminent domain proceeding, dispute, claim, demand or similar proceeding with respect to, or which could materially and adversely affect, the continued use and enjoyment of such leasehold interests. To the Knowledge of the Warrantors, any interest therein; (x) there are no circumstances that would entitle any Governmental Authority Liens on the estate or other Person to take possession or otherwise restrict useinterest created by such Lease; and (xi) all buildings, possession or occupation of any property subject to any Leases. The use structures, improvements, fixtures, building systems and equipment, and all components thereof, included in the applicable Leased Real Property are in good condition and repair (fair wear and tear excepted) and sufficient for the operation of the real properties subject to the Leases by the Group Companies is in compliance with all applicable Laws, including, without limitation, all applicable building codes, environmental, zoning, subdivision, and land use laws. None of the Group Companies has received notice from any Governmental Authority advising it of a violation (or an alleged violation) of any such laws or regulationsFocus Factor Business as conducted thereon.

Real Property. No Group Company owns Except for those matters as have not had and would not reasonably be expected to have, individually or has legal or equitable titlein the aggregate, leasehold interest or other right or interest in any a Parent Material Adverse Effect, (a) Parent and its Subsidiaries have good, valid and marketable title to all the real property other than owned by Parent and its Subsidiaries (collectively, the “Parent Owned Real Property”) and valid leasehold estates in all of the real property leased or subleased by Parent and any of its Subsidiaries (collectively, the “Parent Leased Real Property”) (whether as held tenant, subtenant or pursuant to Leases. Section 3.20(iiother occupancy arrangements) by Parent or any Subsidiaries free and clear of all Encumbrances in all material respects, except Permitted Encumbrances, (b) to the Disclosure Schedule sets forth knowledge of Parent, there are no pending disputes related to the Parent Owned Real Property, (c) each leasehold interest pursuant to agreement under which Parent or any Group Company holds any real property (a “Lease”)of its Subsidiaries is the landlord, indicating the parties to such Leasesublandlord, the address of the property demised under the Leasetenant, the rent payable under the Lease and the term of the Lease. The particulars of the Leases as set forth in Section 3.20(ii) of the Disclosure Schedule are true and complete. Each Lease constitutes the entire agreement subtenant, or occupant with respect to the property demised thereunder. To Parent Leased Real Property (each, a “Parent Real Property Lease”) is in full force and effect and is valid and enforceable against Parent or such Subsidiary and, to the Knowledge knowledge of the WarrantorsParent, the lessor under each Lease is qualified other parties thereto, in accordance with its terms, subject, as to enforceability, to Creditors’ Rights, and has obtained all Consents necessary to enter into such Lease, including neither Parent nor any Consents required from the owner of the property demised pursuant to the Lease if the lessor is not such owner. There is no claim asserted against any Group Companyits Subsidiaries, or to the Knowledge knowledge of Parent, any other party thereto, has received written notice of any default under any Parent Real Property Lease and to the knowledge of Parent as of the Warrantorsdate of this Agreement no facts or circumstances exist which with the passage of time and/or notice would constitute a default under any Parent Real Property Lease, (d) there is no claim asserted against the relevant lessor or threatened by any Person against any Group Company or the relevant lessor regarding the lessor’s ownership of the property demised pursuant to each Lease. Each Lease is in compliance with all applicable Laws, including with respect to the ownership and operation of property and conduct of business as now conducted by the applicable Group Company which is a party to such Lease. Each Group Company which is party to a Lease has accepted possession of the property demised pursuant to the Lease and is in actual possession thereof and has not sublet, assigned or hypothecated its leasehold interest. No Group Company uses any real property in the conduct of its business except insofar as it has secured a Lease with respect thereto. The leasehold interests under the Leases held by each Group Company are adequate for the conduct of the business of such Group Company as currently conducted and as proposed to be conducted. There exists no pending or, to the Knowledge knowledge of Parent, threatened, condemnation or eminent domain Proceedings that affect any of the WarrantorsParent Owned Real Property or the Parent Leased Real Property, threatened condemnation(e) the Parent Owned Real Property and the Parent Leased Real Property is in good order, confiscation, eminent domain proceeding, dispute, claim, demand or similar proceeding with respect to, or which could materially condition and adversely affectrepair and is reasonably sufficient for Parent’s business as currently conducted and (f) to the knowledge of Parent, the continued use Parent Owned Real Property and enjoyment of such leasehold interests. To the Knowledge of the Warrantors, there are no circumstances that would entitle any Governmental Authority or other Person to take possession or otherwise restrict use, possession or occupation of any property subject to any Leases. The use and operation of the real properties subject to the Leases by the Group Companies is Parent Leased Real Property comply in compliance all material respects with all applicable Laws, including, without limitation, all applicable building codes, environmental, zoning, subdivision, and land use laws. None of the Group Companies has received notice from any Governmental Authority advising it of a violation (or an alleged violation) of any such laws or regulations.

Real Property. No Group Company owns or has legal or equitable title, leasehold interest or other right or interest in The Acquired Companies do not own any real property other than as held pursuant to Leases. Section 3.20(iior any interest in real property, except for the leasehold interests created under the real property leases identified in Part 2.10(b)(i) of the Disclosure Schedule sets forth each leasehold interest pursuant (collectively, the “Leased Properties”). No Person has any written or oral agreement, option, understanding or commitment, or any right or privilege capable of becoming such for the purchase or sale from or to which any Group Company holds of the Acquired Companies of any real property (a “Lease”), indicating the parties to such Lease, the address of the property demised under the Lease, the rent payable under the Lease and the term of the Leaseproperty. The particulars of the Leases as set forth in Section 3.20(iiPart 2.10(b)(i) of the Disclosure Schedule are true and completeidentifies all of the Leased Properties. Each Lease constitutes None of the entire Acquired Companies is a party to, or under any agreement to become a party to, any lease with respect to real property other than the property demised thereunder. To the Knowledge leases disclosed in Part 2.10(b)(i) of the Warrantors, the lessor under each Lease is qualified and has obtained all Consents necessary to enter into Disclosure Schedule. Each such Lease, including any Consents required from the owner lease in respect of the property Leased Properties is in good standing in all material respects, creates a good and valid leasehold estate in the Leased Properties thereby demised pursuant and, subject to the Lease if Enforceability Exceptions, is in full force and effect without amendment, except as disclosed in Part 2.10(b)(ii) of the lessor is not Disclosure Schedule. With respect to each lease in respect of the Leased Properties: (i) all rents and additional rents due and payable as of the date of this Agreement have been paid, (ii) no waiver, indulgence or postponement of the lessee’s obligations has been granted by the lessor, (iii) there exists no event of default under such owner. There is no claim asserted against any Group Companylease, or event, occurrence, condition or act which would become an event of default under such lease, and (iv) to the Knowledge of the WarrantorsAcquired Companies, there is no claim asserted against all of the relevant lessor or threatened covenants to be performed by any Person against any Group Company or the relevant lessor regarding the lessor’s ownership other party under such lease have been fully performed. Each of the property demised pursuant to each Lease. Each Lease Leased Properties is adequate and suitable in compliance with all applicable Laws, including with respect to material respects for the ownership purposes for which it is presently being used and operation of property and conduct of business as now conducted by the applicable Group Company which is a party to such Lease. Each Group Company which is party to a Lease has accepted possession one or more of the property demised pursuant to the Lease Acquired Companies have adequate rights of ingress and is in actual possession thereof and has not sublet, assigned or hypothecated its leasehold interest. No Group Company uses any real property in the conduct of its business except insofar as it has secured a Lease with respect thereto. The leasehold interests under the Leases held by egress into each Group Company are adequate for the conduct of the business of such Group Company as currently conducted and as proposed to be conducted. There exists no pending or, to the Knowledge of the Warrantors, threatened condemnation, confiscation, eminent domain proceeding, dispute, claim, demand or similar proceeding with respect to, or which could materially and adversely affect, the continued use and enjoyment of such leasehold interests. To the Knowledge of the Warrantors, there are no circumstances that would entitle any Governmental Authority or other Person to take possession or otherwise restrict use, possession or occupation of any property subject to any Leases. The use and operation of the real properties subject to the Leases by the Group Companies is in compliance with all applicable Laws, including, without limitation, all applicable building codes, environmental, zoning, subdivision, and land use laws. None of the Group Companies has received notice from any Governmental Authority advising it of a violation (or an alleged violation) of any such laws or regulationsLeased Properties.

Real Property. No Group The Company owns or has legal or equitable title, leasehold interest or other right or interest in any no real property other than as held pursuant to Leasesproperty. Section 3.20(ii) 3.13 of the Disclosure Schedule sets forth each leasehold interest pursuant to which any Group Company holds any lists all real property and interests in real property leased by or to the Company (each, a “LeaseLeased Property”), indicating the parties to such Lease, the address of the property demised under the Lease, the rent payable under the Lease and the term of the Lease. The particulars Company has delivered to Purchaser complete and accurate copies of the Leases all such leases, including any subleases, and any operating agreements relating thereto. With respect to each Leased Property, except as set forth in Section 3.20(ii) 3.13 of the Disclosure Schedule are true Schedule: (i) the Company has good and complete. Each Lease constitutes the entire agreement with respect valid title to the property demised thereunder. To leasehold estate relating thereto, free and clear of all Liens (other than Permitted Liens and Liens which would not reasonably be expected to materially impair the Knowledge current uses or the occupancy by the Company of such Leased Property), leases, assignments, subleases, easements, covenants, rights of way and other similar restrictions of any nature whatsoever, other than those identified in the Warrantorsleases and operating agreements provided to Purchaser and other matters which would not reasonably be expected to materially impair the current uses or the occupancy by the Company of such Leased Property; (ii) the lease relating to such Leased Property is in writing and is legal, valid, binding, in full force and effect and enforceable in accordance with its terms; (iii) the lessor under each Lease is qualified lease relating to such Leased Property will, immediately following the Closing Date, continue to be legal, valid, binding, in full force and has obtained all Consents necessary to enter into such Lease, including any Consents required from effect and enforceable in accordance with its terms as in effect on the owner of date hereof; (iv) the property demised pursuant to the Lease if the lessor Company is not such owner. There is no claim asserted against any Group Company, or to the Knowledge of the Warrantors, there is no claim asserted against the relevant lessor or threatened by any Person against any Group Company or the relevant lessor regarding the lessor’s ownership of the property demised pursuant to each Lease. Each Lease is in compliance with all applicable Laws, including with respect to the ownership and operation of property and conduct of business as now conducted by the applicable Group Company which is a party to such Lease. Each Group Company which is party to a Lease has accepted possession of the property demised pursuant to the Lease and is in actual possession thereof and has not sublet, assigned or hypothecated its leasehold interest. No Group Company uses any real property in the conduct of its business except insofar as it has secured a Lease with respect thereto. The leasehold interests under the Leases held by each Group Company are adequate for the conduct of the business of such Group Company as currently conducted and as proposed to be conducted. There exists no pending orand, to the Knowledge of the WarrantorsSeller, threatened condemnationno other party to the lease relating to such Leased Property is, confiscation, eminent domain proceeding, dispute, claim, demand in breach or similar proceeding with respect toviolation of, or which could materially in default under, such lease; (v) all facilities included in such Leased Property are supplied with utilities and adversely affect, other services adequate for the continued use and enjoyment operation of such leasehold interests. To facilities in the manner currently used by the Company; (vi) all rents and additional rents due and payable through the Closing Date on the lease relating to such Leased Property have been paid; (vii) to the Knowledge of the WarrantorsSeller, there are no circumstances that would entitle the current use by the Company of the facilities located on such Leased Property does not violate any Governmental Authority local zoning or similar land use requirement or other Person Law in any material respect; and (viii) all necessary third party consents, approvals, filings and registrations required to take possession or otherwise restrict use, possession or occupation of any property subject to any Leases. The use and operation of the real properties subject to the Leases be obtained by the Group Companies is Company with respect to such leases in compliance connection with all applicable Lawsthe transactions contemplated by this Agreement or otherwise, including, without limitation, all applicable building codes, environmental, zoning, subdivision, and land use laws. None of the Group Companies has received notice from any Governmental Authority advising it of a violation (have been made or an alleged violation) of any such laws or regulationsobtained.

Real Property. No Group Company owns The Subsidiaries do not currently own any real property. Schedule 2.13 contains a complete and accurate list of each lease, sublease, license and other written occupancy agreement pursuant to which the Subsidiaries hold or has legal have been granted the right to use or equitable titleoccupy, leasehold interest now or other right or interest in the future, any real property or any portion thereof (collectively, the “Leased Real Property”), including any and all modifications, amendments, renewals, extensions and supplements thereto and any assignments thereof (collectively, the “Real Estate Leases”). Neither Seller nor the Subsidiaries have entered into a lease, sublease, license or other than as held pursuant to Leases. Section 3.20(ii) occupancy agreement of the Disclosure Schedule sets forth each leasehold interest any kind, whether oral or written, pursuant to which Seller or the Subsidiaries have granted to a third party a right to use or occupy any Group Company holds any real property (a “Lease”), indicating the parties to such Lease, the address portion of the property demised under the Lease, the rent payable under the Lease and the term Leased Real Property. All of the LeaseReal Estate Leases are in full force and effect in accordance with their respective terms, and neither the Subsidiary party, nor, to Seller’s Knowledge, any other party thereto, is in breach, violation or default thereunder in any material respect. The particulars of the Leases as set forth Leased Real Property is in Section 3.20(ii) of the Disclosure Schedule are true good operating condition and complete. Each Lease constitutes the entire agreement repair, free from structural, physical and mechanical defects, is maintained in a manner consistent with standards generally followed with respect to the property demised thereunder. To the Knowledge of the Warrantorssimilar properties, the lessor under each Lease is qualified and has obtained all Consents necessary to enter into such Lease, including any Consents required from the owner of the property demised pursuant to the Lease if the lessor is not such owner. There is no claim asserted against any Group Company, or to the Knowledge of the Warrantors, there is no claim asserted against the relevant lessor or threatened by any Person against any Group Company or the relevant lessor regarding the lessor’s ownership of the property demised pursuant to each Lease. Each Lease is in compliance with all applicable Laws, including with respect to the ownership and operation of property and conduct of business as now conducted by the applicable Group Company which is a party to such Lease. Each Group Company which is party to a Lease has accepted possession of the property demised pursuant to the Lease and is in actual possession thereof structurally sufficient and has not sublet, assigned or hypothecated its leasehold interest. No Group Company uses any real property in the conduct of its business except insofar as it has secured a Lease with respect thereto. The leasehold interests under the Leases held by each Group Company are adequate otherwise suitable for the conduct of the business of such Group Company Aesthetics Business as currently conducted and as proposed to be presently conducted. Neither the operation of the Seller nor any of its Subsidiaries on the Leased Real Property nor such Leased Real Property, including the improvements thereon, violate in any material respect any applicable building code, zoning requirement or other Applicable Law relating to such property or operations thereon, and any such non-violation is not dependent on so-called non-conforming use exceptions. There exists are no pending Applicable Laws now in existence or, to the Knowledge of the WarrantorsSeller, threatened condemnation, confiscation, eminent domain proceeding, dispute, claim, demand or similar proceeding with respect to, or which could materially and adversely affect, the continued use and enjoyment of such leasehold interests. To the Knowledge of the Warrantors, there are no circumstances that would entitle under active consideration by any Governmental Authority or other Person to take possession or otherwise restrict use, possession or occupation which could require the tenant of any property subject Leased Real Property to make any Leasesexpenditure in excess of $25,000 to modify or improve such Leased Real Property to bring it into compliance therewith. The use and operation Neither the Seller (with respect to the Aesthetics Business) nor any Subsidiary shall be required to expend more than $25,000 in the aggregate under all Real Estate Leases to restore the Leased Real Property at the end of the real properties subject term of the applicable Real Estate Lease to the Leases by condition required under the Group Companies is Real Estate Lease (assuming the conditions existing in compliance with all applicable Laws, including, without limitation, all applicable building codes, environmental, zoning, subdivision, and land use laws. None such Leased Real Property as of the Group Companies has received notice from any Governmental Authority advising it date hereof and as of a violation (the Closing). To Seller’s Knowledge, the Subsidiaries have not in the past been the tenant or an alleged violation) guarantor of any such laws leasehold premises not listed in Schedule 2.13 in respect of which any obligations or regulationsliabilities could still accrue to either of the Subsidiaries.

Real Property. No Group Company (a) Neither of the Sellers owns any real property. Schedule 4.8 sets forth a complete list, as of the date hereof, of the address of each parcel of real property leased, subleased, licensed or has legal otherwise occupied by either of the Sellers, including all buildings and other structures or equitable titleimprovements located thereon and all easements, licenses, rights, and appurtenances of the Sellers in connection therewith (the “Leased Facilities”). The Leased Facilities constitute all of the real property used or required by the Seller in connection with the operation of the Business as currently conducted. The Seller has: (i) a valid leasehold interest in all Leased Facilities, free and clear of all Liens except for the Permitted Liens; (ii) made available to the Buyer true and complete copies of each lease, sublease, license or other right occupancy agreement underlying the Leased Facilities, including all amendments, modifications, renewals and extensions thereto or interest in any real property other than as held pursuant to Leases. Section 3.20(ii) of the Disclosure Schedule sets forth assignments thereof (each leasehold interest pursuant to which any Group Company holds any real property (a “Lease” and collectively, the “Leases”), indicating the parties to such Lease, the address of the property demised under the Lease, the rent payable under the Lease and the term of the Lease. The particulars of the Leases as set forth on Schedule 4.8; (iii) complied in Section 3.20(ii) all material respects with the terms of the Disclosure Schedule are true and complete. Each Lease constitutes the entire agreement with respect all Leases to the property demised thereunder. To the Knowledge of the Warrantors, the lessor under each Lease is qualified and has obtained all Consents necessary to enter into such Lease, including any Consents required from the owner of the property demised pursuant to the Lease if the lessor is not such owner. There is no claim asserted against any Group Company, or to the Knowledge of the Warrantors, there is no claim asserted against the relevant lessor or threatened by any Person against any Group Company or the relevant lessor regarding the lessor’s ownership of the property demised pursuant to each Lease. Each Lease is in compliance with all applicable Laws, including with respect to the ownership and operation of property and conduct of business as now conducted by the applicable Group Company which it is a party to such Lease. Each Group Company which is party to a Lease has accepted party; (iv) peaceful and undisturbed possession of the property demised pursuant Leased Facilities in all material respects; (v) not assigned, subleased, licensed or granted any Person the right to use or occupy any of the Lease Leased Facilities or any portion thereof; and is in actual possession thereof and has (vi) not sublet, collaterally assigned or hypothecated its leasehold interest. No Group Company uses granted any real property other security interest in the conduct Leases or any interest thereunder. Other than the rights of its business except insofar as it has secured a Lease with respect thereto. The leasehold interests Buyer under the Leases held by each Group Company are adequate for the conduct of the business of such Group Company as currently conducted and as proposed to be conducted. There exists no pending or, to the Knowledge of the Warrantors, threatened condemnation, confiscation, eminent domain proceeding, dispute, claim, demand or similar proceeding with respect to, or which could materially and adversely affect, the continued use and enjoyment of such leasehold interests. To the Knowledge of the Warrantorsthis Agreement, there are no circumstances that would entitle outstanding options, rights of first offer or rights of first refusal to lease the Leased Facilities or any Governmental Authority portion thereof. No option, extension or other Person renewal has been exercised under any Leases except options, extensions or renewals whose exercise has been evidenced by a written document, a true and complete copy of which has been made available to take possession or otherwise restrict use, possession or occupation of any property subject to any Leases. The use and operation of Buyer with the real properties subject to the Leases by the Group Companies is in compliance with all applicable Laws, including, without limitation, all applicable building codes, environmental, zoning, subdivision, and land use laws. None of the Group Companies has received notice from any Governmental Authority advising it of a violation (or an alleged violation) of any such laws or regulationscorresponding Lease.

Real Property. No Group Neither the Company nor any Subsidiary owns any real property, nor has the Company or has legal or equitable title, leasehold interest or other right or interest in any Subsidiary ever owned any real property other than as held pursuant nor is either party to Leasesany Contract to purchase or sell any real property. Section 3.20(ii) 3.10 of the Disclosure Schedule sets forth each leasehold interest pursuant to which any Group Company holds any a list of all real property currently leased, subleased or licensed by or from the Company or any Subsidiary or otherwise used or occupied by the Company or any Subsidiary (a the “LeaseLeased Real Property”), indicating the parties to such Lease, the address of the property demised under the Lease, the rent payable under the Lease and the term of the Lease. The particulars of the Leases as set forth in Section 3.20(ii) 3.10 of the Disclosure Schedule are true sets forth a list of all leases, lease guaranties, subleases, and complete. Each Lease constitutes Contracts for the entire agreement with respect leasing, use or occupancy of, or otherwise granting a right in or to the property demised thereunder. To Leased Real Property, including the Knowledge name of the Warrantorslessor, licensor, sublessor, master lessor or lessee, the lessor under each Lease is qualified date and has obtained all Consents necessary to enter into such Lease, including any Consents required from the owner term of the property demised pursuant to lease, license, sublease or other occupancy right, and all amendments, terminations and modifications thereof (the “Lease if Agreements”). The Company has provided Acquiror with true, correct and complete copies of all Lease Agreements. All such Lease Agreements are valid and effective in accordance with their respective terms against the lessor is not such owner. There is no claim asserted against any Group CompanyCompany (or its Subsidiary, or as applicable), and, to the Knowledge of the WarrantorsCompany, the other parties thereto, and there is no claim asserted against not, under any of such leases, any existing default, rent past due or event of default (or event which with notice or lapse of time, or both, would constitute a default) by the relevant lessor Company (or threatened by any Person against any Group Company or its Subsidiary, as applicable), and, to the relevant lessor regarding the lessor’s ownership Knowledge of the property demised pursuant Company, the other parties thereto. Neither the Company nor its Subsidiaries have received any written notice of a default, alleged failure to each Lease. Each Lease is in compliance with all applicable Lawsperform, including or any offset or counterclaim with respect to any such Lease Agreement, which has not been fully remedied and withdrawn. The execution and delivery of this Agreement by the ownership Company does not, and operation the consummation of property the transactions contemplated hereby will not, result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair the rights of the Company or any of its subsidiaries or alter the rights or obligations of the sublessor, lessor or licensor under, or give to others any rights of termination, amendment, acceleration or cancellation of any Lease Agreements, or otherwise adversely affect the continued use and possession of the Leased Real Property for the conduct of business -24- as now conducted by presently conducted. The Company or any Subsidiary currently occupies all of the Leased Real Property for the operation of its business. There are no other parties occupying, or with a right to occupy, the Leased Real Property. Neither the Company nor any Subsidiary owes brokerage commissions or finders’ fees with respect to any such Leased Real Property or would owe any such fees if any existing Lease Agreement were renewed pursuant to any renewal options contained in such Lease Agreements. Neither the Company nor any Subsidiary owes brokerage commissions or finders’ fees with respect to any such Leased Real Property or would owe any such fees if any existing Lease Agreement were renewed pursuant to any renewal options contained in such Lease Agreements. The Company and each of its Subsidiaries has performed all of its obligations under any termination agreements pursuant to which it has terminated any leases, subleases, licenses or other occupancy agreements for real property that are no longer in effect and has no continuing liability with respect to such terminated agreements. Neither the Company nor any of its Subsidiaries would be reasonably likely to be required to expend more than $50,000 in causing any Leased Real Property to comply with the surrender conditions set forth in the applicable Group Company which is Lease Agreement, excluding, for the avoidance of doubt, any amounts payable solely as a party to result of any early termination of such LeaseLease Agreement. Each Group Company which is party to a Lease has accepted possession of the property demised pursuant to the Lease and The Leased Real Property is in actual possession thereof good operating condition and has not sublet, assigned or hypothecated its leasehold interest. No Group Company uses any real property in the conduct of its business except insofar as it has secured a Lease with respect thereto. The leasehold interests under the Leases held by each Group Company are adequate repair and otherwise suitable for the conduct of the business of such Group the Company as currently conducted and as proposed to be conducted. There exists no pending orits Subsidiaries and, to the Knowledge of the WarrantorsCompany, threatened condemnationis free from structural, confiscationphysical and mechanical defects, eminent domain proceeding, dispute, claim, demand or similar proceeding is maintained in a manner consistent with standards generally followed with respect toto similar properties, or which could materially and adversely affect, is structurally sufficient for the continued use and enjoyment of such leasehold interests. To the Knowledge conduct of the Warrantors, there are no circumstances that would entitle any Governmental Authority or other Person to take possession or otherwise restrict use, possession or occupation business of any property subject to any Leasesthe Company and its Subsidiaries. The use and Neither the operation of the real properties subject Company or any Subsidiary on the Leased Real Property nor such Leased Real Property, including the improvements thereon, violate in any material respect any applicable lease, building code, zoning requirement or statute relating to the Leases by the Group Companies is in compliance with all applicable Laws, including, without limitation, all applicable building codes, environmental, zoning, subdivisionsuch property or operations thereon, and land use laws. None of the Group Companies has received notice from any Governmental Authority advising it of a violation (or an alleged violation) of any such laws or regulationsnon-violation is not dependent on so-called non-conforming use exceptions.

Real Property. No Group (a) Section 20 of the Company owns or has legal or equitable titleDisclosure Letter sets forth and describes a true, leasehold interest complete and correct list of all of the existing leases, subleases, licenses or other right or interest in any real property other than as held pursuant to Leases. Section 3.20(ii) of the Disclosure Schedule sets forth each leasehold interest agreements pursuant to which the Company or any Group Company holds of its Subsidiaries uses or occupies, or has the right to use or occupy, now or in the future, any real property (a “Lease”), indicating the parties to such Leaseproperty, the address "Company Leased Real Property", and each such lease, sublease, license or other agreement, a "Company Lease" and, collectively, the "Company Leases"). The Company has made available in the Data Room true, correct and complete copies of all Company Leases (including all modifications, amendments and supplements thereto). With respect to the Company Leased Real Property: (i) each Company Lease constitutes a legal, valid and binding obligation of the property demised Company or its Subsidiary, as the case may be, enforceable against the Company or such Subsidiary, as the case may be, in accordance with its terms subject to any limitation under bankruptcy, insolvency or other Laws affecting the Leaseenforcement of contracts generally and the discretion that a court may exercise in the granting of equitable remedies and is in full force and effect, and the rent payable Company or one of its Subsidiaries has valid leasehold estates in the Company Leased Real Property, free and clear of all Liens (other than Permitted Liens); (ii) neither the Company nor any of its Subsidiaries, as the case may be, is in material breach of or default under the any such Company Lease and no event has occurred which, without the term giving of notice or lapse of time, or both, would constitute a material breach of or default under any such Company Lease; (iii) to the knowledge of the Lease. The particulars of the Leases as set forth Company, no counterparty to any such Company Lease is in Section 3.20(ii) of the Disclosure Schedule material default thereunder and there are true and complete. Each Lease constitutes the entire agreement no disputes with respect to any such Company Lease; and (iv) neither the property demised thereunder. To the Knowledge Company nor any of the Warrantors, the lessor under each Lease is qualified and its Subsidiaries has obtained all Consents necessary to enter into such Lease, including any Consents required from the owner of the property demised pursuant to the Lease if the lessor is not such owner. There is no claim asserted against any Group Company, or to the Knowledge of the Warrantors, there is no claim asserted against the relevant lessor or threatened by any Person against any Group Company or the relevant lessor regarding the lessor’s ownership of the property demised pursuant to each Lease. Each Lease is in compliance with all applicable Laws, including with respect to the ownership and operation of property and conduct of business as now conducted by the applicable Group Company which is a party to such Lease. Each Group Company which is party to a Lease has accepted possession of the property demised pursuant to the Lease and is in actual possession thereof and has not sublet, collaterally assigned or hypothecated its leasehold interest. No Group granted any other security interest in any such Company uses Lease or any real property in the conduct of its business except insofar as it has secured a Lease with respect thereto. The leasehold interests under the Leases held by each Group Company are adequate for the conduct of the business of such Group Company as currently conducted interest therein, and as proposed to be conducted. There exists no pending or, to the Knowledge of the Warrantors, threatened condemnation, confiscation, eminent domain proceeding, dispute, claim, demand or similar proceeding with respect to, or which could materially and adversely affect, the continued use and enjoyment of such leasehold interests. To the Knowledge of the Warrantors, there are no circumstances that would entitle any Governmental Authority Liens (other than Permitted liens) on the estate or other Person to take possession or otherwise restrict use, possession or occupation of any property subject to any Leases. The use and operation of the real properties subject to the Leases interest created by the Group Companies is in compliance with all applicable Laws, including, without limitation, all applicable building codes, environmental, zoning, subdivision, and land use laws. None of the Group Companies has received notice from any Governmental Authority advising it of a violation (or an alleged violation) of any such laws or regulationsCompany Lease. Neither the Company nor any of its Subsidiaries own any real property.

Real Property. No Group Company owns or has legal or equitable titleIn each case as relates to the Business, leasehold interest or other right or interest in Seller does not own any real property and does not hold any Contract, option or other than as held pursuant rights to Leases. Section 3.20(ii) of the Disclosure Schedule sets forth each leasehold interest pursuant to which any Group Company holds purchase or acquire any real property (a “Lease”except for purchase options, if any, contained in the Leases), indicating the parties to such Lease, the address . Schedule 2.2(a)(iii) and Schedule 9.2(e)(v) together list all of the real property demised under leased by the Lease, Seller and used by the rent payable under Seller primarily in the Lease and the term operation of the LeaseBusiness. The particulars With respect to each Lease that Seller will assign its interest in, and with respect to those leases of space that Seller will grant a Facility License to the Leases as set forth in Section 3.20(iiBuyer: (a) of the Disclosure Schedule are true and complete. Each Lease such lease constitutes the entire agreement to which the Seller is a party with respect to the property demised interest leased thereunder. To ; (b) the Knowledge of the WarrantorsSeller has not assigned, the lessor under each Lease is qualified and has obtained all Consents necessary to enter into sublet, transferred or conveyed any interest in such Lease, including any Consents required from the owner of the property demised pursuant to the Lease if the lessor is not such owner. There is no claim asserted against any Group Company, or to the Knowledge of the Warrantors, there is no claim asserted against the relevant lessor or threatened by any Person against any Group Company lease or the relevant lessor regarding interest leased thereunder (other than any sublease or license that has expired prior to Closing, which sublease or license, and occupancy thereunder, will not interfere in any material manner with Buyer’s use and occupancy of such site after Closing); (c) the lessor’s ownership Seller has not received any notice of the property demised pursuant to each Lease. Each Lease is in compliance with all applicable Laws, including default with respect to such lease and to Seller’s Knowledge, no event has occurred which (whether with or without notice, lapse of time or both or the ownership and operation happening or occurrence of property and conduct of business as now conducted by the applicable Group Company which is any other event) would constitute a party to default under such Lease. Each Group Company which is party to a Lease has accepted possession of the property demised pursuant lease; (d) to the Lease and is in actual possession thereof and has not sublet, assigned or hypothecated its leasehold interest. No Group Company uses any real property in the conduct of its business except insofar as it has secured a Lease with respect thereto. The leasehold interests under the Leases held by each Group Company are adequate for the conduct of the business of such Group Company as currently conducted and as proposed to be conducted. There exists no pending or, to the Knowledge of the Warrantors, threatened condemnation, confiscation, eminent domain proceeding, dispute, claim, demand or similar proceeding with respect to, or which could materially and adversely affect, the continued use and enjoyment of such leasehold interests. To the Knowledge of the WarrantorsSeller’s Knowledge, there are no circumstances that would entitle any Governmental Authority condemnation or other Person to take possession eminent domain proceedings pending, contemplated or otherwise restrict use, possession or occupation of any property subject to any Leasesovertly threatened against the interest leased thereunder. The use and operation Seller has provided the Buyer copies of (i) the real properties subject prime lease concerning Seller’s interest under the subleases which will be transferred to the Leases by Buyer and (ii) the Group Companies is in compliance with all applicable Laws, including, without limitation, all applicable building codes, environmental, zoning, subdivision, and land use laws. None of the Group Companies has received notice from any Governmental Authority advising it of lease that concerns space that will be licensed to Buyer under a violation (or an alleged violation) of any such laws or regulationsFacility License.

Real Property. No Group (a) The Company owns or no real property and has legal or equitable title, leasehold no interest or other right or interest of any type in any real property other than as held pursuant to the Leases. Section 3.20(ii(b) Schedule 3.13(b) describes each Leased Real Property and each lease of real property, for office use or otherwise, written or unwritten, to which the Disclosure Schedule sets forth each leasehold interest Company is a party or is in any way bond or obligated (collectively, the “Leases”). Other than the Leases, there are no other leases, subleases, licenses, concessions and other agreements (whether written or oral), including all amendments, extensions renewals, guaranties and other agreements with respect thereto, pursuant to which any Group the Company holds any real property Leased Real Property. Sellers have delivered to Buyer a true and complete copy of each Lease. With respect to each Lease: (a “Lease”)i) such Lease is valid, indicating binding, enforceable and in full force and effect, and the parties to Company enjoys peaceful and undisturbed possession of the Leased Real Property; (ii) the Company is not in breach or default under such Lease, and no event has occurred or circumstance exists which, with the address delivery of notice, passage of time or both, would constitute such a breach or default, and the property demised under the Lease, the Company has paid all rent due and payable under the Lease and the term of the Lease. The particulars of the Leases as set forth in Section 3.20(ii) of the Disclosure Schedule are true and complete. Each Lease constitutes the entire agreement with respect to the property demised thereunder. To the Knowledge of the Warrantors, the lessor under each Lease is qualified and has obtained all Consents necessary to enter into such Lease, including ; (iii) the Company has not received nor given any Consents required from the owner notice of the property demised pursuant to the Lease if the lessor is not such owner. There is no claim asserted against any Group Companydefault or event that with notice or lapse of time, or to the Knowledge of the Warrantorsboth, there is no claim asserted against the relevant lessor or threatened by any Person against any Group Company or the relevant lessor regarding the lessor’s ownership of the property demised pursuant to each Lease. Each Lease is in compliance with all applicable Laws, including with respect to the ownership and operation of property and conduct of business as now conducted would constitute a default by the applicable Group Company which is a party to under such Lease. Each Group Company which is party to a Lease has accepted possession of the property demised pursuant to the Lease and is in actual possession thereof and has not sublet, assigned or hypothecated its leasehold interest. No Group Company uses any real property in the conduct of its business except insofar as it has secured a Lease with respect thereto. The leasehold interests under the Leases held by each Group Company are adequate for the conduct of the business of such Group Company as currently conducted and as proposed to be conducted. There exists no pending orand, to the Knowledge of any Seller, no other party is in default thereof, and no party to such Lease has exercised any termination rights with respect thereto; (iv) the WarrantorsCompany has not subleased, assigned or otherwise granted to any Person the right to use or occupy such Leased Real Property or any portion thereof; and (v) the Company has not pledged, mortgaged or otherwise granted a Lien on its leasehold interest in any Leased Real Property. 6 (c) The Company has not received any written notice of (i) material violations of building codes and/or zoning ordinances or other governmental or regulatory Laws affecting the Leased Real Property, (ii) existing, pending or threatened condemnationcondemnation proceedings affecting the Leased Real Property, confiscationor (iii) existing, eminent domain proceedingpending or threatened zoning, disputebuilding code or other moratorium proceedings, claim, demand or similar proceeding with respect to, or matters which could reasonably be expected to materially and adversely affect, affect the ability to operate the Leased Real Property as currently operated. Neither the whole nor any material portion of any Leased Real Property has been damaged or destroyed by fire or other casualty. (d) The Leased Real Property is sufficient for the continued use and enjoyment of such leasehold interests. To the Knowledge conduct of the Warrantors, there are no circumstances that would entitle any Governmental Authority or other Person Business after the Closing in substantially the same manner as conducted prior to take possession or otherwise restrict use, possession or occupation of any property subject to any Leases. The use the Closing and operation constitutes all of the real properties subject office and other space necessary to conduct the Leases by the Group Companies is in compliance with all applicable Laws, including, without limitation, all applicable building codes, environmental, zoning, subdivision, and land use lawsBusiness as currently conducted. None of the Group Companies has received notice from any Governmental Authority advising it of a violation (or an alleged violation) of any such laws or regulations.3.12

Real Property. No Group Company owns or has legal or equitable title, leasehold interest or other right or interest in any real property other than as held pursuant to Leases. Section 3.20(ii(a) of the Disclosure Schedule 3.12 sets forth each parcel of real property leased by Xxxxxxx and used in or necessary for the operation of the Facilities (together with all rights, title and interest of either Seller in and to leasehold interest improvements relating thereto, including security deposits, reserves or prepaid rents paid in connection therewith, collectively, the “Leased Real Property”). Sellers have made available to Buyer a true and complete list of all leases, subleases, licenses, concessions and other agreements (whether written or oral), including all amendments, extensions renewals, guarantees and other agreements with respect thereto, pursuant to which Sellers hold any Group Company holds any real property Leased Real Property (collectively, the “Leases” and individually a “Lease”), indicating the parties to such Lease, the address of the property demised under the Lease, the rent payable under the Lease and the term of the Lease. The particulars of the Leases as set forth in Section 3.20(ii) of the Disclosure Schedule are true and complete. Each Lease constitutes the entire agreement with With respect to the property demised thereunder. To the Knowledge of the Warrantors, the lessor under each Lease is qualified and has obtained all Consents necessary to enter into such Lease, including any Consents required from the owner of the property demised pursuant to the Lease if the lessor is not such owner. There is no claim asserted against any Group Company, or to the Knowledge of the Warrantors, there is no claim asserted against the relevant lessor or threatened by any Person against any Group Company or the relevant lessor regarding the lessor’s ownership of the property demised pursuant to each Lease. Each : (i) such Lease is valid, binding, enforceable and in compliance with full force and effect and free of all applicable LawsLiens except Permitted Liens, including with respect to the ownership and operation of property and conduct of business as now conducted by the applicable Group Company which is a party to such Lease. Each Group Company which is party to a Lease has accepted possession of the property demised pursuant to the Lease and is in actual possession thereof and has not sublet, assigned or hypothecated its leasehold interest. No Group Company uses any real property in the conduct of its business except insofar as it has secured a Lease with respect thereto. The leasehold interests under the Leases held by each Group Company are adequate for the conduct of the business of such Group Company as currently conducted and as proposed to be conducted. There exists no pending orand, to the Knowledge of Sellers, each Seller enjoys peaceful and undisturbed possession of the WarrantorsLeased Real Property; (ii) no Seller is in breach or default under such Lease, threatened condemnationand no event has occurred or circumstance exists which, confiscationwith the delivery of notice, eminent domain proceedingpassage of time or both, dispute, claim, demand would constitute a breach or similar proceeding default by such Seller; (iii) each Seller has paid all rent currently due and payable under such Lease; (iv) neither Seller has received nor given any notice of any default or event that with respect tonotice or lapse of time, or which could materially and adversely affectboth, would constitute a default by such Seller under any of the continued use and enjoyment of such leasehold interests. To Leases and, to the Knowledge of the WarrantorsSellers, there are no circumstances that would entitle other party is in default thereof, and no party to any Governmental Authority or other Person to take possession Lease has exercised any termination rights with respect thereto; (v) no Seller has subleased, assigned or otherwise restrict use, possession or occupation of any property subject granted to any Leases. The Person the right to use or occupy such Leased Real Property or any portion thereof; (vi) no Seller has pledged, mortgaged or otherwise granted a Lien on its leasehold interest in any Leased Real Property and operation of the real properties subject (vii) no brokerage commissions are due and payable, or will become due and payable, with respect to the Leases by the Group Companies is in compliance with all applicable Laws, including, without limitation, all applicable building codes, environmental, zoning, subdivision, and land use laws. None of the Group Companies has received notice from any Governmental Authority advising it of a violation (or an alleged violation) of any such laws or regulationsLeased Real Property.

Real Property. No Group (a) Neither the Company nor any Company Subsidiary owns or has legal or equitable title, leasehold interest or other right or interest in any real property other than as held pursuant to Leasesproperty. Section 3.20(ii5.20(a) of the Company Disclosure Schedule sets forth the address of each leasehold interest pursuant to which any Group Company holds any real property Leased Real Property, and a complete and correct list of all Leases (a “Lease”)including all amendments, indicating extensions, renewals, guaranties and other agreements with respect thereto) for each such Leased Real Property (including the date and name of the parties to such Lease). The Company has delivered to Parent a complete and correct copy of each such Lease, and in the address case of any oral Lease, a written summary of the property demised under the Lease, the rent payable under the Lease and the term material terms of the such Lease. The particulars of Except for matters that, individually or in the Leases as set forth in Section 3.20(ii) of the Disclosure Schedule are true aggregate, have not had and complete. Each Lease constitutes the entire agreement would not be reasonably expected to have a Company Material Adverse Effect, with respect to the property demised thereunder. To the Knowledge each of the Warrantors, the lessor under each Leases: (i) such Lease is qualified legal, valid, binding, enforceable and has obtained all Consents necessary to enter into such Leasein full force and effect, including any Consents required from (ii) the owner Company’s or a Company Subsidiary’s possession and quiet enjoyment of the property demised pursuant to the Lease if the lessor is not Leased Real Property under such owner. There is no claim asserted against any Group Company, or to the Knowledge of the Warrantors, there is no claim asserted against the relevant lessor or threatened by any Person against any Group Company or the relevant lessor regarding the lessor’s ownership of the property demised pursuant to each Lease. Each Lease is in compliance with all applicable Laws, including with respect to the ownership and operation of property and conduct of business as now conducted by the applicable Group Company which is a party to such Lease. Each Group Company which is party to a Lease has accepted possession of the property demised pursuant to the Lease and is in actual possession thereof and has not sublet, assigned or hypothecated its leasehold interest. No Group Company uses any real property in the conduct of its business except insofar as it has secured a Lease with respect thereto. The leasehold interests under the Leases held by each Group Company are adequate for the conduct of the business of such Group Company as currently conducted and as proposed to be conducted. There exists no pending orbeen disturbed and, to the Knowledge of the WarrantorsCompany, threatened condemnation, confiscation, eminent domain proceeding, dispute, claim, demand or similar proceeding there are no disputes with respect toto such Lease, (iii) neither the Company or which could materially and adversely affectany Company Subsidiary nor, the continued use and enjoyment of such leasehold interests. To to the Knowledge of the WarrantorsCompany, any other party to the Lease is in breach or default under such Lease, and to the Knowledge of the Company no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach or default, or permit the termination, modification or acceleration of rent under such Lease, (iv) the other party to such Lease is not an Affiliate of, and otherwise does not have any economic interest in, the Company or any Company Subsidiary, (v) neither the Company nor any Company Subsidiary has subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property or any portion thereof, (vi) neither the Company nor any Company Subsidiary has collaterally assigned or granted any other security interest in such Lease or any interest therein, and (vii) there are no circumstances that would entitle any Governmental Authority Liens (other than Permitted Encumbrances) on the estate or other Person to take possession or otherwise restrict use, possession or occupation of any property subject to any Leasesinterest created by such Lease. The use and operation Leased Real Property comprises all of the real properties subject property used or intended to be used in, or otherwise related to, the Leases by the Group Companies is in compliance with all applicable Laws, including, without limitation, all applicable building codes, environmental, zoning, subdivision, and land use laws. None businesses of the Group Companies has received notice from any Governmental Authority advising it of a violation (or an alleged violation) of any such laws or regulationsCompany and the Company Subsidiaries.

Real Property. No Group Company owns or has legal or equitable title, leasehold interest or other right or interest in any real property other than as held pursuant to Leases. (a) Section 3.20(ii4.15(a) of the Seller Disclosure Schedule sets forth identifies each leasehold interest pursuant to which any Group Company holds any parcel of real property (a “Lease”), indicating including the parties to such Lease, the address tax parcel number) owned by any of the property demised under the Lease, the rent payable under the Lease and the term Acquired Companies as of the Leasedate hereof (the “Owned Real Property”) and sets forth the Person owning such Owned Real Property. The particulars of the Leases Except as set forth in Section 3.20(ii4.15(a) of the Seller Disclosure Schedule are true Schedule, with respect to each Owned Real Property, (i) the applicable Acquired Companies have good and complete. Each Lease constitutes marketable fee title or (local equivalent) to such Owned Real Property, free and clear of all Encumbrances except for Permitted Encumbrances, (ii) other than the entire rights of the Purchaser pursuant to this Agreement, neither Seller, its Affiliates nor any of the Acquired Companies have granted any outstanding options, rights of first offer or first negotiation, rights of first refusal or any other contractual right to purchase, acquire, sell or dispose of any Owned Real Property or any portion thereof or interest therein, in favor of any other party, and no Acquired Company has received notice, and Seller has no Knowledge, of any claim of any Person to the contrary, (iii) no Person other than the Acquired Companies holds a present or future right to occupy any portion of the Owned Real Property, whether pursuant to a lease, license, or other occupancy agreement (expressly excluding pursuant to any management agreement), (iv) the Acquired Companies have not received as of the date hereof written notice that any of the buildings or improvements with respect to the Owned Real Property is in violation of applicable setback requirements or applicable Laws relating to urban planning or zoning or encroaches on any easement, or the land thereof serves any adjoining property demised thereunder. To for any purpose inconsistent with the Knowledge use of the Warrantorsland, the lessor under each Lease is qualified and has obtained all Consents necessary to enter into such Lease, including any Consents required from the owner (v) as of the property demised pursuant date hereof, none of the Acquired Companies has received any written notice of any threatened, rezoning proceedings or similar actions with respect to any portion of such Owned Real Property and (vi) neither the Lease if Seller nor any Acquired Company has received as of the lessor is not such owner. There is no claim asserted against date hereof written notice of, any Group Companycondemnation or eminent domain Proceeding or proposed action or agreement for taking in lieu of condemnation, or nor to the Knowledge of the WarrantorsSeller, there is no claim asserted against the relevant lessor any such Proceeding, action or agreement pending or threatened by any Person against any Group Company or the relevant lessor regarding the lessor’s ownership of the property demised pursuant to each Lease. Each Lease is in compliance with all applicable Lawswriting, including with respect to the ownership and operation of property and conduct of business as now conducted by the applicable Group Company which is a party to such Lease. Each Group Company which is party to a Lease has accepted possession of the property demised pursuant to the Lease and is in actual possession thereof and has not sublet, assigned or hypothecated its leasehold interest. No Group Company uses any real property in the conduct of its business except insofar as it has secured a Lease with respect thereto. The leasehold interests under the Leases held by each Group Company are adequate for the conduct of the business portion of such Group Company as currently conducted and as proposed to be conducted. There exists no pending or, to the Knowledge of the Warrantors, threatened condemnation, confiscation, eminent domain proceeding, dispute, claim, demand or similar proceeding with respect to, or which could materially and adversely affect, the continued use and enjoyment of such leasehold interestsOwned Real Property. To the Seller’s Knowledge of the Warrantors, there are (A) no circumstances that would entitle any Governmental Authority or other Person to take possession or otherwise restrict use, possession or occupation Acquired Company has received written notice of any property subject to default under any Leases. The use and operation of easements or restrictive covenants affecting the real properties subject to the Leases by the Group Companies is in compliance with all applicable Laws, including, without limitation, all applicable building codes, environmental, zoning, subdivisionOwned Real Property which default has not yet been cured, and land use laws. None of the Group Companies (B) no Acquired Company has received written notice from any Governmental Authority advising it of a violation (or an alleged violation) of any condition or event that with the lapse of time or the giving of notice, or both, would constitute such laws a breach or regulationsdefault under any easements or restrictive covenants affecting the Owned Real Property.

Real Property. No Group Company owns or has legal or equitable title, leasehold interest or other right or (a) The Acquired Companies do not own any interest in real property. The Acquired Companies do not license any real property and CCI does not lease any real property. Schedule 3.14(a) is a true, complete and correct list of the name of the record owner of all real property leased for use by the Company (the “Leased Real Property”) and a description of all of the related leases entered into by the Company (the “Leases”). With respect to such Leases, except as set forth on Schedule 3.14(a): (i) the Company does not owe, and will not in the future owe, any brokerage commissions or finder’s fees with respect to any such Lease; (ii) the other than party to each such Lease is not an Affiliate of, and otherwise does not have any economic interest in the Company; and (iii) the Company has not collaterally assigned or granted any other security interest in such Lease or any interest therein. Except as held set forth on Schedule 3.14(a), the Company has a valid leasehold interest in, and enjoys peaceful and undisturbed possession (consistent with historical use and pursuant to Leases. Section 3.20(ii) the terms of the Disclosure Schedule sets forth each leasehold interest pursuant to which any Group Company holds any real property (a “applicable Lease”), indicating the parties to such Leaseof all Leased Real Property, the address in each case free and clear of the property demised under the Leaseall Liens, the rent payable under the Lease and the term of the Leaseexcept for Permitted Liens. The particulars All of the Leases are in full force and effect, all rent and other charges payable by the Company as set forth in Section 3.20(ii) a tenant or subtenant thereunder are and will be current as of the Disclosure Schedule are true Closing Date, no notice of default or termination is outstanding and complete. Each Lease constitutes the entire agreement with respect to the property demised thereunder. To the Knowledge of the Warrantors, the lessor under each Lease is qualified and has obtained all Consents necessary to enter into such Lease, including any Consents required from the owner of the property demised pursuant to the Lease if the lessor is not such owner. There is no claim asserted against any Group Company, or to the Knowledge of the WarrantorsSeller, there is no claim asserted against event has occurred and no condition exists which, with the relevant lessor giving of notice or threatened by the lapse of time or both, would constitute such a default or termination event or condition. Except as set forth on Schedule 3.14(a), each Lease will continue to remain in full force and effect on the same terms immediately after the consummation of the transactions contemplated herein. There are no leases, subleases, licenses, occupancy agreements, options, rights, concessions or other agreements or arrangements, written or oral, granting to any Person against (other than the Company) the right to use or occupy any Group Company or the relevant lessor regarding the lessor’s ownership of the property demised pursuant to each Lease. Each Lease is in compliance with all applicable Laws, including with respect to Leased Real Property or restricting the ownership and operation of property and conduct of business as now conducted by the applicable Group Company which is a party to such Lease. Each Group Company which is party to a Lease has accepted possession right of the property demised pursuant Company to the Lease and is in actual possession thereof and has not sublet, assigned or hypothecated its leasehold interest. No Group Company uses use any real property in the conduct of its business except insofar as it has secured a Lease with respect thereto. The leasehold interests under the Leases held by each Group Company are adequate for the conduct of the business of such Group Company Leased Real Property so as currently conducted and as proposed to be conducted. There exists no pending or, to interfere with the Knowledge of the Warrantors, threatened condemnation, confiscation, eminent domain proceeding, dispute, claim, demand or similar proceeding with respect to, or which could materially and adversely affect, the continued use and enjoyment of such leasehold interests. To the Knowledge of the Warrantors, there are no circumstances that would entitle any Governmental Authority or other Person to take possession or otherwise restrict use, possession or occupation of any property subject to any Leases. The use and operation of the real properties subject to the Leases by the Group Companies Business. The Leased Real Property is in compliance with all applicable Laws, including, without limitation, all applicable building codes, environmental, zoning, subdivision, and land use laws. None of the Group Companies has received notice from any Governmental Authority advising it of a violation (or an alleged violation) of any such laws or regulationsreal property used in the Business.

Real Property. No Group Company owns Except as set forth in Schedule 4.7, there is no real estate or has legal or equitable title, leasehold interest or other right or interest interests in any real property other than estate owned by the Company. Schedule 4.7 sets forth as held pursuant to Leases. Section 3.20(ii) of the Disclosure Schedule sets forth each leasehold interest pursuant to which any Group Company holds any real property (a “Lease”), indicating the parties to such LeaseSigning Date, the address of each parcel of real property subject to a lease, sublease, license or occupancy agreement used by the Company (the “Leased Real Property”), the identity of the lessor, lessee and current occupant (if different from the lessee) and a correct and complete list, as of the Signing Date, of all such leases, subleases, licenses and other occupancy agreements, including all amendments and supplements thereto and guaranties thereof (collectively, “Leases”). The Leased Real Property constitutes (i) all of the real property demised leased, subleased, licensed or occupied by the Company and (ii) all of the real property used in the Business. The Leases are valid, binding and in full force and effect, subject to the Remedies Exception, and the Company holds a good, valid and existing leasehold interest under each such Lease in each case free and clear of all Liens. The Company has delivered or made available to the Purchaser true, correct and complete copies of each of the Leases, and none of such Leases has been modified in any material respect. The Company is not in default or breach in any material respect under any of such Leases, nor, to the Sellers’ Knowledge, is any other party to a Lease, the rent payable in default or breach in any material respect by any party under the Lease any of such Leases and the term Company has not received notice that it has breached or defaulted under any Lease, nor is there, to the Sellers’ Knowledge, any condition or event which, with notice or lapse of time, or both, would constitute a default or breach in any material respect under any of the LeaseLeases. The particulars of the Leases as set forth in Section 3.20(ii) of the Disclosure Schedule are true and complete. Each Lease constitutes the entire agreement No security deposit or portion thereof deposited with respect to any Lease has been applied in respect of a breach or default under any Lease which has not been re-deposited in full. The Company has not subleased, or otherwise granted to any Person the property demised thereunder. To the Knowledge right to use or occupy any of the Warrantors, the lessor under each Lease is qualified and has obtained all Consents necessary to enter into such Lease, including any Consents required from the owner of the property demised pursuant to the Lease if the lessor is not such owner. There is no claim asserted against any Group Company, Leased Real Property or to the Knowledge of the Warrantors, there is no claim asserted against the relevant lessor or threatened by any Person against any Group Company or the relevant lessor regarding the lessor’s ownership of the property demised pursuant to each Lease. Each Lease is in compliance with all applicable Laws, including with respect to the ownership and operation of property and conduct of business as now conducted by the applicable Group Company which is a party to such Lease. Each Group Company which is party to a Lease has accepted possession of the property demised pursuant to the Lease and is in actual possession thereof and has not sublet, assigned or hypothecated its leasehold interest. No Group Company uses any real property in the conduct of its business except insofar as it has secured a Lease with respect thereto. The leasehold interests under the Leases held by each Group Company are adequate for the conduct of the business of such Group Company as currently conducted and as proposed to be conducted. There exists no pending or, to the Knowledge of the Warrantors, threatened condemnation, confiscation, eminent domain proceeding, dispute, claim, demand or similar proceeding with respect to, or which could materially and adversely affect, the continued use and enjoyment of such leasehold interests. To the Knowledge of the Warrantors, there are no circumstances that would entitle any Governmental Authority or other Person to take possession or otherwise restrict use, possession or occupation of any property subject to any Leases. The use and operation of the real properties subject to the Leases by the Group Companies is in compliance with all applicable Laws, including, without limitation, all applicable building codes, environmental, zoning, subdivision, and land use laws. None of the Group Companies has received notice from any Governmental Authority advising it of a violation (or an alleged violation) of any such laws or regulationsportion thereof.

Real Property. No Group The Company owns or has legal or equitable title, leasehold interest or other right or interest in does not own any real property other than property. Schedule 3.10 sets forth a complete list, as held pursuant to Leases. Section 3.20(ii) of the Disclosure Schedule sets forth each leasehold interest pursuant to which any Group Company holds any date hereof, of all leases of real property by the Company (a collectively, the “LeaseReal Property Leases”), indicating the parties to such Lease, the address . The Real Property Leases constitute all of the property demised under the Lease, the rent payable under the Lease and the term of the Lease. The particulars of the Leases as set forth in Section 3.20(ii) of the Disclosure Schedule are true and complete. Each Lease constitutes the entire agreement with respect to the property demised thereunder. To the Knowledge of the Warrantors, the lessor under each Lease is qualified and has obtained all Consents necessary to enter into such Lease, including any Consents required from the owner of the property demised pursuant to the Lease if the lessor is not such owner. There is no claim asserted against any Group Company, or to the Knowledge of the Warrantors, there is no claim asserted against the relevant lessor or threatened by any Person against any Group Company or the relevant lessor regarding the lessor’s ownership of the property demised pursuant to each Lease. Each Lease is in compliance with all applicable Laws, including with respect to the ownership and operation of property and conduct of business as now conducted by the applicable Group Company which is a party to such Lease. Each Group Company which is party to a Lease has accepted possession of the property demised pursuant to the Lease and is in actual possession thereof and has not sublet, assigned or hypothecated its leasehold interest. No Group Company uses any real property in the conduct of its business except insofar as it has secured a Lease with respect thereto. The leasehold interests under the Leases held by each Group Company are adequate necessary or desirable for the conduct of the business of such Group Company Business as currently conducted and as currently proposed to be conducted. There exists The Company has delivered to Buyer correct and complete copies of the Leases set forth on Schedule 3.10, including all amendments, extensions, renewals, guaranties and other agreements with respect thereto. In the case of any oral Lease, the Company has delivered to Buyer a true and correct written summary of the material terms of such Lease. With respect to each Lease set forth or required to be set forth on Schedule 3.10, except as set forth on Schedule 3.10: (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 hereunder, and no pending orconsent by any party to such lease is required in order to consummate the transactions contemplated hereunder; (ii) the Company is not, and, to the Knowledge Sellers’ Knowledge, no other party to any such 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; (iii) the Company’s possession and quiet enjoyment of the WarrantorsReal Property Leases under such lease has not been disturbed; (iv) no security deposit or portion thereof deposited with respect to such lease has been applied in respect of a breach or default under such lease which has not been redeposited in full; (v) the Company does not owe, threatened condemnationand will not owe in the future, confiscationany brokerage commissions or finder’s fees with respect to such lease; (vi) except for Keuka PMC, eminent domain proceedingLLC, disputethe other party to such lease is not an Affiliate of, claimand otherwise does not have an economic interest in the Company; (vii) there are no material disputes as to the lease; (viii) the Company has not assigned, demand licensed, transferred, conveyed, mortgaged, deeded in trust or encumbered or become subject to a Lien on any interest in the leasehold, subleasehold or similar proceeding estate; (ix) all facilities leased, subleased or licensed thereunder have received all material approvals of Governmental Entities (including licenses and permits) required in connection with the operation thereof and have been operated and maintained, in all material respects, in accordance with applicable Laws; (x) the possession and quiet enjoyment of the Real Property Leases under such lease has not been disturbed and there are no disputes with respect toto such Lease (including as a result of COVID-19 or COVID-19 Measures); (xi) there are no Liens affecting the real property interests held by the owner of any Real Property Leases leased to the Company pursuant to a lease; and (xii) the Company has not subleased, licensed or which could materially and adversely affect, otherwise granted any Person the continued right to use and enjoyment of or occupy such leasehold interestsReal Property Leases or any portion thereof. To the Knowledge Sellers’ Knowledge, no portion of the Warrantors, there are no circumstances that would entitle any Governmental Authority or other Person to take possession or otherwise restrict use, possession or occupation of any property Real Property Leases is subject to any pending condemnation or eminent domain proceeding and, to the Company’s Knowledge no such proceeding has been threatened. No Real Property Leases or improvements have suffered damage by fire or other casualty loss during the period the Company leased such Real Property Leases, which has not heretofore been completely repaired and restored to its original condition. The use Except as set forth in Schedule 3.10, the material components of all improvements and mechanical and utility systems, including the roofs and structural elements of any buildings or structures and the heating, ventilation, air conditioning, plumbing, electrical, mechanical, sewer, waste water, storm water and parking systems and facilities serving the buildings and other improvements on all Real Property Leases, are in good working condition and order (ordinary wear and tear excepted) and free from material structural or other material defects, adequate for the operation of such buildings and improvements for the purposes for which they are presently being used and the operation of the real properties subject to the Leases by the Group Companies is in compliance with all applicable Laws, including, without limitation, all applicable building codes, environmental, zoning, subdivision, and land use laws. None business of the Group Companies Company. Each Real Property Lease has received notice unlimited access to and from any Governmental Authority advising it publicly dedicated streets and is supplied with utilities and other services adequate for the Company’s operation of a violation (or an alleged violation) the business of any the Company at said Real Property Leases and such laws or regulationsutilities and services are in good repair and working order sufficient for operation of the business of the Company in the ordinary course of business.

Real Property. No Group Neither the Company nor any of its Subsidiaries owns or has legal or equitable title, leasehold interest or other right or interest in any real property other than property. Except as held pursuant to Leases. Section 3.20(ii) would not have, individually or in the aggregate, a Company Material Adverse Effect, the Company or a Subsidiary of the Disclosure Schedule sets forth each Company has valid leasehold interest pursuant to which any Group Company holds any real property interests in all of its leased or subleased properties (each, a “Lease” and collectively, “Leases”), indicating except for properties and assets that have been disposed of in the parties to such Leaseordinary course of business since December 31, 2012, free and clear of all Liens (except for Permitted Liens and all other title exceptions, changes, defects, easements, restrictions, encumbrances and other matters, whether or not of record, which do not materially affect the address continued use of the applicable property demised under for the Lease, purposes for which such property is currently being used by the rent payable under the Lease and the term Company or a Subsidiary of the Lease. The particulars Company as of the Leases as set forth in Section 3.20(ii) of the Disclosure Schedule are true and completedate hereof). Each Lease constitutes the entire agreement with respect In addition to the property demised thereunder. To the Knowledge of the Warrantorsforegoing, the lessor under each Lease is qualified and has obtained all Consents necessary to enter into such Lease, including any Consents required from the owner of the property demised pursuant with regard to the Lease if Principal Leases, neither the lessor is not such owner. There is no claim asserted against any Group Company, or to the Knowledge of the Warrantors, there is no claim asserted against the relevant lessor or threatened by any Person against any Group Company or the relevant lessor regarding the lessor’s ownership of the property demised pursuant to each Lease. Each Lease is in compliance with all applicable Laws, including with respect to the ownership and operation of property and conduct of business as now conducted by the applicable Group Company which is a party to such Lease. Each Group Company which is party to a Lease has accepted possession of the property demised pursuant to the Lease and is in actual possession thereof and has not sublet, assigned or hypothecated its leasehold interest. No Group Company uses any real property in the conduct of its business except insofar as it has secured a Lease with respect thereto. The leasehold interests under the Leases held by each Group Company are adequate for the conduct of the business of such Group Company as currently conducted and as proposed to be conducted. There exists no pending ornor, to the Knowledge of the WarrantorsCompany, threatened condemnationany other party to the Principal Leases is in material breach or default under such Principal Lease, confiscationand no event has occurred or circumstance exists which, eminent domain proceedingwith the delivery of notice, disputethe passage of time or both, claim, demand would constitute such a material breach or similar proceeding with respect todefault, or permit the termination, modification or acceleration of rent under such Principal Lease, nor has the Company or any Subsidiary of the Company granted any Lien on its interest in the real property described in Principal Leases (except for Permitted Liens and all other title exceptions, changes, defects, easements, restrictions, encumbrances and other matters, whether or not of record, which could do not materially and adversely affect, affect the continued use and enjoyment of such leasehold interests. To the Knowledge of the Warrantors, there are no circumstances that would entitle any Governmental Authority applicable property for the purposes for which such property is currently being used by the Company or other Person to take possession or otherwise restrict use, possession or occupation of any property subject to any Leases. The use and operation a Subsidiary of the real properties subject to the Leases by the Group Companies is in compliance with all applicable Laws, including, without limitation, all applicable building codes, environmental, zoning, subdivision, and land use laws. None Company as of the Group Companies has received notice from any Governmental Authority advising it of a violation (or an alleged violation) of any such laws or regulationsdate hereof).

Real Property. No Group Company owns or has legal or equitable title, leasehold interest or other right or interest in The Seller does not own any real property other than as held pursuant to Leasesused in connection with the Business. Section 3.20(iiSet forth in Schedule 2(a)(iii) is a true and complete description of the Disclosure Schedule sets forth each leasehold interest pursuant to which any Group Company holds any real property Transferred Lease (a “Lease”), indicating including the date and name of the parties to such the Transferred Lease, ). The Seller has delivered to the address Buyer a true and complete copy of the property demised under the Lease, the rent payable under the Lease and the term of the Transferred Lease. The particulars Seller has a good and valid leasehold interest in and to the Premises. To the knowledge of the Leases Seller, no additional real property or improvements to the Premises are required to conduct the Business as set forth in Section 3.20(ii) currently conducted. To the knowledge of the Disclosure Schedule Seller, none of the parties to the Transferred Lease are true in default under any of the terms thereof; all obligations and completeconditions under the Transferred Lease to be performed to date have been satisfied; and no event has occurred which, with the giving of notice or the passage of time, or both, would constitute a default under the Transferred Lease. Each Lease constitutes the entire agreement with With respect to the property demised thereunder. To the Knowledge of the WarrantorsPremises, the lessor under each Lease is qualified and has obtained all Consents necessary to enter into such Lease, including any Consents required from the owner of the property demised pursuant to the Lease if the lessor is not such owner. There is no claim asserted against any Group Company, or to the Knowledge of the Warrantors, (i) there is no claim asserted against the relevant lessor or threatened by any Person against any Group Company or the relevant lessor regarding the lessor’s ownership of the property demised pursuant to each Lease. Each Lease is in compliance with all applicable Laws, including with respect to the ownership and operation of property and conduct of business as now conducted by the applicable Group Company which is a party to such Lease. Each Group Company which is party to a Lease has accepted possession of the property demised pursuant to the Lease and is in actual possession thereof and has not sublet, assigned or hypothecated its leasehold interest. No Group Company uses any real property in the conduct of its business except insofar as it has secured a Lease with respect thereto. The leasehold interests under the Leases held by each Group Company are adequate for the conduct of the business of such Group Company as currently conducted and as proposed to be conducted. There exists no pending or, to the Knowledge knowledge of the WarrantorsSeller, threatened condemnationcondemnation or other similar proceedings other legal matters affecting adversely the current use, confiscationoccupancy or value thereof; (ii) all facilities have received all material approvals of Governmental Authorities (including Permits) required in connection with the ownership, eminent domain proceeding, dispute, claim, demand occupation or similar proceeding operation thereof and have been operated and maintained in accordance with respect to, or which could materially and adversely affect, Applicable Law; (iii) to the continued use and enjoyment of such leasehold interests. To the Knowledge of the WarrantorsSeller’s knowledge, there are no circumstances that would entitle any Governmental Authority oral or written leases, subleases, licenses, concessions or other Person agreements, granting to take possession any party or otherwise restrict use, possession parties (other than the Seller) the right of use or occupation occupancy of any property subject portion of the parcel; (iv) to the Seller’s knowledge, there are no outstanding options or rights of first refusal to purchase the parcel, or any Leases. The use portion thereof or interest therein; (v) all facilities located on the parcel are supplied with utilities and other services necessary for the operation of such facilities, including gas, electricity, water, telephone, sanitary sewer and storm sewer, all of which services are reasonably adequate for the operation of the real properties subject Business; (vi) each parcel abuts on and has direct vehicular access to a public road, or has access to a public road via a permanent, irrevocable, appurtenant easement or servitude benefiting the parcel; and (vii) the Seller has maintained the Premises in accordance with the terms of the Transferred Lease through the Closing Date so that, to the Leases Seller’s knowledge, the Seller would be entitled to a full refund of the security deposit held by the Group Companies is in compliance with all applicable Laws, including, without limitation, all applicable building codes, environmental, zoning, subdivision, and land use laws. None landlord if the Transferred Lease expired as of the Group Companies has received notice from any Governmental Authority advising it of a violation (or an alleged violation) of any such laws or regulationsClosing Date.

Real Property. No Group Company Neither Agency owns or has legal or equitable title, leasehold interest or other right or interest in any real property other than as held pursuant to Leasesproperty. Section 3.20(ii) 4.12 of the Disclosure Schedule sets forth each leasehold interest pursuant to which any Group Company holds any real property (a “Lease”), indicating the parties to such Lease, the address of the property demised under the Lease, the rent payable under lists and describes briefly the Lease and the term all other real property leased or subleased to, or otherwise used by each of the LeaseAgencies. The particulars Agencies have delivered to the Acquiror correct and complete copies of the Leases Lease and all other leases and subleases (as amended to date) required to be listed in Section 4.12 of the Disclosure Schedule. With respect to the Lease and each such other lease and sublease, except as described to the contrary in Section 4.12 of the Disclosure Schedule: (i) the lease or sublease is legal, valid, binding, enforceable and in full force and effect; (ii) the lease or sublease 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; (iii) no party to the lease or sublease is in breach or default thereof, and no event has occurred which, with notice or lapse of time, would constitute a breach or default thereof or permit termination, modification or acceleration thereunder; (iv) there are no disputes, oral agreements or forbearance programs in effect as to the lease or sublease, and no party to the lease or sublease has repudiated any provision thereof; (v) with respect to each sublease, the representations and warranties set forth in Section 3.20(iisubsections (i) of the Disclosure Schedule through (iv) above are true and complete. Each Lease constitutes the entire agreement correct with respect to the property demised thereunder. To underlying lease; (vi) neither Agency has assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the Knowledge of the Warrantors, the lessor under each Lease is qualified and has obtained all Consents necessary to enter into such Lease, including any Consents required from the owner of the property demised pursuant to the Lease if the lessor is not such owner. There is no claim asserted against any Group Company, leasehold or subleasehold; (vii) to the Knowledge of the WarrantorsAgencies and the Shareholders, there is no claim asserted against the relevant lessor all facilities leased or threatened by any Person against any Group Company or the relevant lessor regarding the lessor’s ownership subleased thereunder have received all approvals of the property demised pursuant to each Lease. Each Lease is in compliance with all applicable Governments (including Permits) required in connection with the operation thereof, and have been operated and maintained in accordance with applicable Laws, including ; (viii) all facilities leased or subleased thereunder are supplied with respect to utilities and other services necessary for the ownership and operation of property and conduct of business as now conducted by the applicable Group Company which is a party to such Lease. Each Group Company which is party to a Lease has accepted possession of the property demised pursuant to the Lease and is in actual possession thereof and has not sublet, assigned or hypothecated its leasehold interest. No Group Company uses any real property in the conduct of its business except insofar as it has secured a Lease with respect thereto. The leasehold interests under the Leases held by each Group Company are adequate for the conduct of the business of such Group Company as currently conducted and as proposed to be conducted. There exists no pending or, said facilities; (ix) to the Knowledge of the WarrantorsAgencies and the Shareholders, threatened condemnationno Hazardous Material has been present in, confiscationon or under such real property at any time prior to the Closing Date, eminent domain proceedingincluding any land and the improvements, disputeground water and surface water thereof, claim, demand or similar proceeding except in accordance with respect to, or which could materially applicable Laws; and adversely affect, the continued use and enjoyment of such leasehold interests. To (x) to the Knowledge of the WarrantorsAgencies and the Shareholders, there are and have been no circumstances that would entitle any Governmental Authority storage tanks located on or other Person under such property. With respect to take possession each such property used by but not leased to or otherwise restrict usesubleased to, possession or occupation of any property subject to any Leases. The use and operation the Agencies, Section 4.12 of the real properties subject to Disclosure Schedule states the Leases by the Group Companies is in compliance with all applicable Laws, including, without limitation, all applicable building codes, environmental, zoning, subdivision, nature and land use laws. None terms of the Group Companies has received notice from any Governmental Authority advising it of a violation (or an alleged violation) of any relationship pursuant to which such laws or regulationsproperty is used.

Real Property. No Group Company owns or has legal or equitable title, leasehold interest or other right or interest in any real property other than as held pursuant to Leases. (a) Section 3.20(ii3.16(a) of the Company Disclosure Schedule Letter sets forth a list, as of the date hereof, of (i) the real property owned by the Company or any Company Subsidiary (the “Company Owned Real Property”), including the legal description thereof and the identity of the Company or Company Subsidiary that owns such property, and (ii) each leasehold interest Contract (the “Company Leases”) pursuant to which the Company or any Group Company holds Subsidiary leases, subleases, licenses or otherwise uses and occupies any real property property, other than the Company Owned Real Property (a the “LeaseCompany Leased Real Property” and, together with the Company Owned Real Property, the “Company Real Property”), indicating including the parties to such Leasename of the lessor, licensor, sublessor, master lessor and/or lessee, the address of the property demised under the Lease, the rent payable under the Lease date and the term of the Lease. The particulars lease, license, sublease or other occupancy right and each amendment thereto, the size of the Leases premises and the aggregate annual rental payable thereunder. With respect to the Company Owned Real Property, except as would not reasonably be expected to materially interfere with the use (or, with respect to the Allegheny Test Track Land, the development and use of that land for purposes of operating a test track) of such Company Owned Real Property, the Company or the applicable Company Subsidiary has good and valid title to the Company Owned Real Property, free and clear of any Liens, except for Permitted Liens. Except as set forth in Section 3.20(ii3.16(a) of the Company Disclosure Schedule are true and completeLetter, neither the Company nor any Company Subsidiary owns or has ever owned any real property, nor is it party to any agreement to purchase or sell any real property. Each Lease constitutes the entire agreement with With respect to the property demised thereunder. To Company Leases, except as would not reasonably be expected to materially interfere with the Knowledge use or occupancy of the WarrantorsCompany Leased Real Property by the Company and the Company Subsidiaries or materially increase the obligations or materially decrease the rights of the Company and the Company Subsidiaries thereunder, the lessor under each such Company Lease is qualified valid, binding and has obtained all Consents necessary in full force and effect, subject to enter into such Leasethe Enforceability Limitations, including any Consents required from and no uncured default of a material nature on the owner part of the property demised pursuant to the Lease Company or, if the lessor is not such owner. There is no claim asserted against applicable, any Group Company, or to the Knowledge of the Warrantors, there is no claim asserted against the relevant lessor or threatened by any Person against any Group Company or the relevant lessor regarding the lessor’s ownership of the property demised pursuant to each Lease. Each Lease is in compliance with all applicable Laws, including with respect to the ownership and operation of property and conduct of business as now conducted by the applicable Group Company which is a party to such Lease. Each Group Company which is party to a Lease has accepted possession of the property demised pursuant to the Lease and is in actual possession thereof and has not sublet, assigned or hypothecated its leasehold interest. No Group Company uses any real property in the conduct of its business except insofar as it has secured a Lease with respect thereto. The leasehold interests under the Leases held by each Group Company are adequate for the conduct of the business of such Group Company as currently conducted and as proposed to be conducted. There exists no pending Subsidiary or, to the Knowledge of the WarrantorsCompany, threatened condemnation, confiscation, eminent domain proceeding, dispute, claim, demand the landlord or similar proceeding licensor thereunder exists with respect toto any such Company Lease. Except as set forth in Section 3.16(a) of the Company Disclosure Letter, the execution and delivery by the Company of this Agreement do not, and the consummation of the Transactions will not, conflict with or result in any violation or breach of, or which could materially and adversely affectdefault or change of control (with or without notice or lapse of time or both) under, the continued use and enjoyment of such leasehold interests. To the Knowledge of the Warrantorsor give rise to a right of, there are no circumstances that would entitle any Governmental Authority or other Person to take possession result in, termination, modification, cancellation, first offer, first refusal or otherwise restrict use, possession or occupation acceleration of any property material obligation or to the loss of a material benefit or right under, any Company Lease. Neither the Company nor any Company Subsidiary is party to any agreement or subject to any Leasesclaim that may require the payment of any real estate brokerage commissions by the Company or any Company Subsidiary, and no such commission is owed with respect to any of the Company Real Property. Neither the Company nor any Company Subsidiary could be required to perform any alteration, construction or remediation to cause any Leased Real Property to comply with the surrender conditions set forth in any Company Lease that would exceed $600,000 for any Leased Real Property individually. The use Company and operation the Company Subsidiaries have performed in all material respects all of their material obligations under any termination agreements pursuant to which the real properties subject to the Leases by the Group Companies is in compliance with all applicable Laws, including, without limitation, all applicable building codes, environmental, zoning, subdivision, and land use laws. None of the Group Companies has received notice from any Governmental Authority advising it of a violation (Company or an alleged violation) of any such laws or regulationsCompany Subsidiary has terminated any leases of real property that are no longer in effect and has no continuing material liability with respect to such terminated real property leases.

Real Property. No Group Company Neither Holdings nor any of its Subsidiaries owns any real property. Schedule 2.21 lists all real property leased or has legal subleased by Holdings or equitable titleits Subsidiaries as lessee or lessor (the “Leased Real Property”) as of the date hereof for which the annual rental obligation for the 2004 fiscal year exceeds $250,000. Except as would not reasonably be expected to have a Material Adverse Effect, (i) each Leased Real Property is possessed and quietly occupied by Holdings and/or its Subsidiaries pursuant to a lease or sublease (each, a “Real Property Lease”) and each such Real Property Lease is in effect and creates a valid and binding leasehold interest in the Leased Real Property in favor of Holdings or one of its Subsidiaries, free and clear of all Liens except for Permitted Liens; (ii) neither Holdings nor its Subsidiaries, nor, to the knowledge of Holdings, any other right party thereto is in breach of or interest default or alleged to be in default under any real property other than as held pursuant Real Property Lease, and, to Leases. Section 3.20(ii) the knowledge of Holdings, no event has occurred which, with or without notice, lapse of time or both, would constitute a default or the permit termination, cancellation or adverse modification thereof or the acceleration of any rights of the Disclosure Schedule sets forth each leasehold interest pursuant to which any Group Company holds any real property lessor thereunder; (a “Lease”), indicating the parties to such Lease, the address of the property demised under the Lease, the rent payable under the Lease and the term of the Lease. The particulars of the Leases as set forth in Section 3.20(iiiii) of the Disclosure Schedule are true and complete. Each Lease constitutes the entire agreement with respect to the property demised thereunder. To the Knowledge of the Warrantors, the lessor under each Lease is qualified and has obtained all Consents necessary to enter into such Lease, including any Consents required from the owner of the property demised pursuant to the Lease if the lessor is not such owner. There is no claim asserted against any Group Company, or to the Knowledge of Holdings, the Warrantorspresent use by Holdings or any of its Subsidiaries of each Leased Real Property complies with all zoning, there is building, land use and other Laws applicable to or affecting in any way such Leased Real Property; and (iv) the material improvements located on the Leased Real Property are, in the aggregate, in a state of good condition and repair (ordinary wear and tear excepted). There are no claim asserted against the relevant lessor leases, subleases, licenses, occupancy agreements, options, rights, concessions or threatened by other agreements or arrangements, written or oral, to use or occupy any Person against any Group Company or the relevant lessor regarding the lessor’s ownership of the property demised pursuant to each Lease. Each Lease is Leased Real Property other than those entered into in compliance with all applicable Laws, including with respect to the ownership and operation of property and conduct ordinary course of business as now conducted by or that do not materially or adversely impact the applicable Group Company which is a party to such Lease. Each Group Company which is party to a Lease has accepted possession use of the property demised pursuant to the Lease and is in actual possession thereof and has not sublet, assigned Leased Real Property by Holdings or hypothecated its leasehold interest. No Group Company uses any real property in the conduct of its business except insofar as it has secured a Lease with respect thereto. The leasehold interests under the Leases held by each Group Company are adequate for the conduct of the business of such Group Company Subsidiaries as currently conducted and as proposed to be conducted. There exists no pending or, to the Knowledge of the Warrantors, threatened condemnation, confiscation, eminent domain proceeding, dispute, claim, demand or similar proceeding with respect to, or which could materially and adversely affect, the continued use and enjoyment of such leasehold interests. To the Knowledge of the Warrantors, there are no circumstances that would entitle any Governmental Authority or other Person to take possession or otherwise restrict use, possession or occupation of any property subject to any Leases. The use and operation of the real properties subject to the Leases by the Group Companies is in compliance with all applicable Laws, including, without limitation, all applicable building codes, environmental, zoning, subdivision, and land use laws. None of the Group Companies has received notice from any Governmental Authority advising it of a violation (or an alleged violation) of any such laws or regulationsused.

Real Property. No Group SECTION 3.15 to the Disclosure Schedule lists ------------- and describes all real property currently leased or subleased by the Company owns ("Leased Real Property"). The Companies are not now, and never have been, the ---------------------- lessor, lessee, sublessor or has legal or equitable titlesublessee of any real property lease except for the lease ("Lease") a copy of which is attached to SECTION 3.15 to the Disclosure ----- Statement. The Companies do not own, leasehold interest or other right or and have never owned any interest in any real property other than except as held pursuant disclosed in SECTION 3.15 to Leases. Section 3.20(ii) of the Disclosure Schedule sets forth each leasehold interest pursuant to which any Group Schedule. The lease is legal, valid, binding, enforceable, and in full force and effect in all respects. The Company holds any real property (a “Lease”), indicating the parties to such Lease, the address of the property demised under the Lease, the rent payable under the Lease and the term landlord thereof ("Landlord") is not 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. The Company has not assigned or encumbered any interest in the Lease. The particulars All facilities leased thereunder have received all approvals of governmental authorities (including all licenses and permits) required in connection with the Leases construction and present use and operation thereof as set forth well as the lawful occupancy of such facilities, and such facilities have been operated and maintained in Section 3.20(ii) of the Disclosure Schedule are true accordance therewith and complete. Each Lease constitutes the entire agreement with respect to the property demised thereunder. To the Knowledge of the Warrantors, the lessor under each Lease is qualified and has obtained all Consents necessary to enter into such Lease, including any Consents required from the owner of the property demised pursuant to the Lease if the lessor is not such owner. There is no claim asserted against any Group Company, or to the Knowledge of the Warrantors, there is no claim asserted against the relevant lessor or threatened by any Person against any Group Company or the relevant lessor regarding the lessor’s ownership of the property demised pursuant to each Lease. Each Lease is in compliance with all applicable Lawslaws, rules, and regulations, and all licenses, permits and approvals, including with respect certificates of occupancy, shall continue in full force and effect after giving effect to the ownership and operation transactions contemplated by this Agreement. None of property and the facilities leased thereunder are in need of any repair necessary to conduct the business of business the Company as now conducted by currently conducted. There are no pending or threatened condemnation proceedings, lawsuits, or administrative actions relating to the applicable Group Leased Real Property or other matters affecting the current use, occupancy, or value thereof. There are no parties other than the Company which is a party to such Lease. Each Group Company which is party to a Lease has accepted in possession of the property demised pursuant to the Lease and is in actual possession thereof and has not sublet, assigned or hypothecated its leasehold interestLeased Real Property. No Group Company uses any All real property in the conduct of its business except insofar as it has secured a Lease with respect thereto. The leasehold interests under the Leases held previously owned or leased by each Group Company are adequate for the conduct any of the business of such Group Company as currently conducted and as proposed to be conducted. There exists no pending or, to the Knowledge of the Warrantors, threatened condemnation, confiscation, eminent domain proceeding, dispute, claim, demand or similar proceeding with respect toCompanies, or which could materially and adversely affecttheir predecessors, the continued use and enjoyment of such leasehold interests. To the Knowledge of the Warrantorswere owned, there are no circumstances that would entitle any Governmental Authority or other Person to take possession or otherwise restrict useleased, possession or occupation of any property subject to any Leases. The use and operation of the real properties subject to the Leases by the Group Companies is operated and/or maintained in compliance accordance with all applicable Lawslaws, rules and regulations, including, without limitation, all applicable building codesEnvironmental, environmental, zoning, subdivision, Health and land use laws. None of the Group Companies has received notice from any Governmental Authority advising it of a violation (or an alleged violation) of any such laws or regulationsSafety Laws.

Real Property. No Group Company owns or has legal or equitable title, leasehold interest or other right or interest in (a) Seller does not own any real property other than as held pursuant to Leasesused in the Business. Section 3.20(ii4.10(a) of the Disclosure Schedule sets forth each leasehold interest pursuant to which any Group Company holds any Letter contains a correct and complete list of all real property leased (a “Lease”), indicating whether as landlord or tenant) or occupied by Seller in connection with the parties to such LeaseBusiness, the address lessor or lessee of the such property demised under the Lease, the rent payable under the Lease and the term of the Leaselease for such property (the “Leased Real Property”). The particulars Neither the whole nor any portion of the Leases as set forth in Section 3.20(ii) of the Disclosure Schedule are true and complete. Each Lease constitutes the entire agreement with respect to the property demised thereunder. To the Knowledge of the WarrantorsLeased Real Property has been condemned, the lessor under each Lease is qualified and has obtained all Consents necessary to enter into such Leaserequisitioned, including expropriated or otherwise taken by any Consents required from the owner of the property demised pursuant to the Lease if the lessor is not such owner. There is no claim asserted against any Group CompanyGovernmental Entity and, or to the Knowledge of the WarrantorsSeller, there no such condemnation, requisition, expropriation or taking is no claim asserted against the relevant lessor threatened or threatened by any Person against any Group Company or the relevant lessor regarding the lessor’s ownership of the property demised pursuant to each Lease. Each Lease is in compliance with all applicable Laws, including with respect to the ownership and operation of property and conduct of business as now conducted by the applicable Group Company which is a party to such Lease. Each Group Company which is party to a Lease has accepted possession of the property demised pursuant to the Lease and is in actual possession thereof and has not sublet, assigned or hypothecated its leasehold interest. No Group Company uses any real property in the conduct of its business except insofar as it has secured a Lease with respect thereto. The leasehold interests under the Leases held by each Group Company are adequate for the conduct of the business of such Group Company as currently conducted and as proposed to be conductedcontemplated. There exists are no pending or, to the Knowledge of the WarrantorsSeller, threatened condemnationchanges to any applicable codes or zoning requirements affecting or against all, confiscationany portion of or adjacent to the Leased Real Property. There are no public improvements which have been ordered, eminent domain proceeding, dispute, claim, demand commenced or similar proceeding with respect tocompleted and for which an assessment may be levied against the Leased Real Property, or planned improvements which could materially and adversely affectmay result in any assessment against the Leased Real Property, in either case which would be the continued obligation of Seller. There is no Lien applicable to the Leased Real Property that would impair the current use and enjoyment or the occupancy of such leasehold interestsLeased Real Property by Buyer. To the Knowledge All buildings, structures, fixtures, and appurtenances comprising part of the WarrantorsLeased Real Property were constructed or installed in accordance with all Laws, are structurally sound and in good condition and repair (normal wear and tear excepted), and do not encroach on any property owned by any other Person, and there are no circumstances that would entitle any Governmental Authority or other Person to take possession or otherwise restrict use, possession or occupation violations of any property subject to Law affecting any Leases. The use and operation portion of the real properties subject to the Leases by the Group Companies is in compliance with all applicable LawsLeased Real Property, includingincluding violations of any Laws regulating building, without limitationzoning, all applicable building codesfire, safety, environmental, zoningtraffic, subdivisionflood control or health, and land use laws. None of the Group Companies has received no notice from any Governmental Authority advising it of a violation (or an alleged violation) of any such laws or regulationsviolation has been issued by any Governmental Entity.

Real Property. No Group Neither the Company nor any of its Subsidiaries owns or has legal or equitable title, leasehold interest or other right or interest in any real property other than as held pursuant to Leasesproperty. Section 3.20(ii4(l) of the Disclosure Schedule sets forth each leasehold interest pursuant to which any Group Company holds any includes a list and brief description of all real property (a “Lease”), indicating the parties leased or subleased to such Lease, the address or by any of the property demised under Company and its Subsidiaries. The Seller has made available for review by the Lease, the rent payable under the Lease Purchaser correct and the term complete copies of the Lease. The particulars leases and subleases listed in Section 4(l) of the Leases Disclosure Schedule (as amended to date) (the "LEASES"). With respect to each of the Leases, except as set forth in Section 3.20(ii4(l) of the Disclosure Schedule Schedule, (i) the lease or sublease is the legal, valid and binding obligation of the parties, and is enforceable and in full force and effect, neither the Company nor the Seller has received any notice that any such lease or sublease will not 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) neither the Company or any of its Subsidiaries nor, to the knowledge of the Seller and the Company, any other party to the lease or sublease is in breach or default thereunder, and to the knowledge of the Seller and the Company, no event has occurred which, with notice or lapse of time, would constitute a breach or default thereunder or permit termination, modification or acceleration thereunder; (iii) neither the Company or any of its Subsidiaries nor, to the knowledge of the Seller and the Company, any other party to the lease or sublease has repudiated any provision thereof; (iv) there are no disputes, oral agreements or forbearance programs in effect as to the lease or sublease; (v) with respect to each sublease, the representations and warranties set forth in clauses (i) through (iv) above, to the knowledge of Seller and the Company, are true and complete. Each Lease constitutes the entire agreement correct with respect to the property demised thereunder. To underlying lease; and (vi) to the Knowledge knowledge of Seller and the WarrantorsCompany without any independent investigation, the lessor under each Lease is qualified and has obtained all Consents necessary to enter into such Lease, including any Consents required from the owner of the property demised pursuant facility leased or subleased has good and marketable title to the Lease if the lessor is not such owner. There is no claim asserted against parcel of real property, free and clear of any Group CompanySecurity Interest, easement, covenant, or to other restriction, except for installments of special easements not yet delinquent and recorded easements, covenants and other restrictions which do not impair the Knowledge of the Warrantorscurrent use, there is no claim asserted against the relevant lessor occupancy, or threatened by any Person against any Group Company value, or the relevant lessor regarding the lessor’s ownership marketability of title, of the property demised pursuant to each Lease. Each Lease is in compliance with all applicable Laws, including with respect to the ownership and operation of property and conduct of business as now conducted by the applicable Group Company which is a party to such Lease. Each Group Company which is party to a Lease has accepted possession of the property demised pursuant to the Lease and is in actual possession thereof and has not sublet, assigned or hypothecated its leasehold interest. No Group Company uses any real property in the conduct of its business except insofar as it has secured a Lease with respect subject thereto. The leasehold interests under the Leases held by each Group Company are adequate for the conduct of the business of such Group Company as currently conducted and as proposed to be conducted. There exists no pending or, to the Knowledge of the Warrantors, threatened condemnation, confiscation, eminent domain proceeding, dispute, claim, demand or similar proceeding with respect to, or which could materially and adversely affect, the continued use and enjoyment of such leasehold interests. To the Knowledge of the Warrantors, there are no circumstances that would entitle any Governmental Authority or other Person to take possession or otherwise restrict use, possession or occupation of any property subject to any Leases. The use and operation of the real properties subject to the Leases by the Group Companies is in compliance with all applicable Laws, including, without limitation, all applicable building codes, environmental, zoning, subdivision, and land use laws. None of the Group Companies has received notice from any Governmental Authority advising it of a violation (or an alleged violation) of any such laws or regulations.

Real Property. No Group Company owns or has legal or equitable title, leasehold interest or other right or interest in any real property other than as held pursuant to Leases. Section 3.20(iiPart 2.9(b) of the Disclosure Schedule sets forth the address of each leasehold interest pursuant to which any Group Company holds any real property parcel of Leased Real Property, and a correct and complete list of all Leases for each such Leased Real Property (a “Lease”), indicating including the date and name of the parties to such Lease document). The Company has delivered to the Purchaser a correct and complete copy of each such Lease document, and in the case of any oral Lease, the address a written summary of the property demised under the material terms of such Lease, the rent payable under the Lease and the term . With respect to each of the Leases: (i) the transactions contemplated by this Agreement do not require the consent of any other party to such Lease (except for those Leases for which Lease Consents are obtained) and will not result in a breach of or default under such Lease. The particulars ; (ii) the Company’s possession and quiet enjoyment of the Leases as set forth in Section 3.20(ii) of the Disclosure Schedule Leased Real Property under such Lease has not been disturbed and there are true and complete. Each Lease constitutes the entire agreement no disputes with respect to the property demised thereunder. To the Knowledge such Lease; (iii) none of the Warrantors, the lessor under each Lease is qualified and has obtained all Consents necessary to enter into such Lease, including any Consents required from the owner of the property demised pursuant to the Lease if the lessor is not such owner. There is no claim asserted against any Group Company, or to the Knowledge of the Warrantors, there is no claim asserted against the relevant lessor or threatened by any Person against any Group Company or the relevant lessor regarding the lessor’s ownership of the property demised pursuant to each Lease. Each Lease is in compliance with all applicable Laws, including with respect to the ownership and operation of property and conduct of business as now conducted by the applicable Group Company which is a party to such Lease. Each Group Company which is party to a Lease has accepted possession of the property demised pursuant to the Lease and is in actual possession thereof and has not sublet, assigned or hypothecated its leasehold interest. No Group Company uses any real property in the conduct of its business except insofar as it has secured a Lease with respect thereto. The leasehold interests under the Leases held by each Group Company are adequate for the conduct of the business of such Group Company as currently conducted and as proposed to be conducted. There exists no pending or, to the Company’s Knowledge, any other party to the Lease is in breach of or default under such Lease; (iv) to the Company’s Knowledge no event has occurred or circumstance exists that, with the delivery of notice, the Warrantorspassage of time or both, threatened condemnationwould constitute such a breach or default, confiscationor permit the termination, eminent domain proceeding, dispute, claim, demand modification or similar proceeding acceleration of rent under such Lease; (v) no security deposit or portion thereof deposited with respect toto such Lease has been applied in respect of a breach of or default under such Lease that has not been redeposited in full; (vi) the other lessor party to such Lease is not an Affiliate of, or which could materially and adversely affectotherwise does not have any economic interest in, the continued use Company; and enjoyment of such leasehold interests. To (vii) the Knowledge of the WarrantorsCompany has not subleased, there are no circumstances that would entitle any Governmental Authority or other Person to take possession licensed or otherwise restrict use, possession granted any Person the right to use or occupation of occupy the Leased Real Property or any property subject to any Leases. The use and operation of the real properties subject to the Leases by the Group Companies is in compliance with all applicable Laws, including, without limitation, all applicable building codes, environmental, zoning, subdivision, and land use laws. None of the Group Companies has received notice from any Governmental Authority advising it of a violation (or an alleged violation) of any such laws or regulationsportion thereof.

Real Property. No Group (a) The Company owns or has legal or equitable title, leasehold interest or other right or does not own any fee simple interest in real property other than as set forth on Schedule 4.16. The Company does not lease or sublease (as lessee or sublessee) any real property other than as held pursuant to Leasesset forth on Schedule 4.16. Section 3.20(iiSchedule 4.16 sets forth the municipal address and proper legal description of each parcel of real property owned by the Company (the "Owned Property") or leased or subleased (as lessee or sublessee) by the Company (the "Leased Property" and, together with the Owned Property, the "Real Property"). Attached hereto as Schedule 4.16 are true and complete copies of all of the Disclosure Schedule sets forth each lease and sublease agreements and all other instruments granting such leasehold interest pursuant interests, rights, options, or other interests, as amended to which any Group Company holds any real property date (a “Lease”)the "Leases") relating to the Leased Property. The Leases are valid, indicating binding and in full force and effect and have been properly registered in the parties to such Lease, the address of the property demised under the Lease, the appropriate land registry office. All rent and other sums and charges payable under the Lease and the term Leases are current, no notice of the Lease. The particulars default or termination under any of the Leases as set forth in Section 3.20(ii) is outstanding, no termination event or condition or uncured default on the part of the Disclosure Schedule Company or on the part of the landlord or sublandlord, as the case may be, thereunder, exists under the Leases, and no event has occurred and no condition exists which, with the giving of notice or the lapse of time or both, would constitute such a default or termination event or condition. In the event that any of the Leases is a sublease, the relevant Company, as sublessee or sublessor, as the case may be, has obtained the required consent of the prime landlord to such sublease, and such prime lease is in full force and effect, there are true no outstanding uncured notices of default or termination, and completeno right of the Company in any such sublease conflicts with such prime lease. Each Lease constitutes There are no subleases, licenses or other agreements granting to any person other than the entire agreement with respect relevant Company any right to the property demised thereunder. To the Knowledge possession, use, occupancy or enjoyment of the Warrantors, premises demised by the lessor under each Lease is qualified and has obtained all Consents necessary to enter into such Lease, including any Consents required from the owner Leases. All of the property demised pursuant to the Lease if the lessor is not such owner. There is no claim asserted against any Group Company, or to the Knowledge of the Warrantors, there is no claim asserted against the relevant lessor or threatened by any Person against any Group Company or the relevant lessor regarding the lessor’s ownership of the property demised pursuant to each Lease. Each Lease is in compliance with all applicable Laws, including with respect to the ownership and operation of property and conduct of business as now conducted by the applicable Group Company which is a party to such Lease. Each Group Company which is party to a Lease has accepted possession of the property demised pursuant to the Lease and is in actual possession thereof and has not sublet, assigned or hypothecated its leasehold interest. No Group Company uses any real property premises are used in the conduct of its business except insofar as it has secured a Lease with respect thereto. The leasehold interests under the Leases held by each Group Company are adequate for the conduct of the business of such Group Company as currently conducted and as proposed to be conducted. There exists no pending or, to the Knowledge of the Warrantors, threatened condemnation, confiscation, eminent domain proceeding, dispute, claim, demand or similar proceeding with respect to, or which could materially and adversely affect, the continued use and enjoyment of such leasehold interests. To the Knowledge of the Warrantors, there are no circumstances that would entitle any Governmental Authority or other Person to take possession or otherwise restrict use, possession or occupation of any property subject to any Leases. The use and operation of the real properties subject to the Leases by the Group Companies is in compliance with all applicable Laws, including, without limitation, all applicable building codes, environmental, zoning, subdivision, and land use laws. None of the Group Companies has received notice from any Governmental Authority advising it of a violation (or an alleged violation) of any such laws or regulationsCompany's business.

Real Property. No Group Company Neither of the Companies owns or has legal or equitable title, leasehold interest or other right or interest in any real property other than as held pursuant to Leasesproperty. Section 3.20(ii) 4.9 of the Disclosure Schedule lists of the address of all of the real property leased by the Companies (the “Leased Real Property”) and sets forth a true and complete list of all Leases (including all amendments, extensions, renewals, guaranties and other agreements with respect thereto) for each leasehold interest pursuant such Leased Real Property. (a) Each of the Leases for the Leased Real Property is legal, valid, binding, enforceable and in full force and effect as of the date of this Agreement 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 by this Agreement, and no consent by any party to such Lease is required in order to consummate the transactions contemplated by this Agreement; (b) all rents and additional rents due to date under such Leases have been paid; as of the date of this Agreement; (c) the Companies’ possession and quiet enjoyment of the Leased Real Property under such Leases has not been disturbed; (d) no security deposit or portion thereof deposited with respect to such Leases have been applied in respect of a breach or default under such Leases which has not been redeposited in full; (e) no brokerage commissions or finder’s fees are due and payable with respect to such Leases or are expected to become due and payable under any Group Company holds such Leases as a result of any real property past or present action of the Companies; (a “Lease”), indicating f) the other parties to such LeaseLeases are not an Affiliate of, and otherwise does not have an economic interest in, the address Companies; (g) there are no material disputes as to the Leases; (h) the Companies have not assigned, licensed, transferred, conveyed, mortgaged, deeded in trust or encumbered or become subject to a Lien on any interest in the leasehold, subleasehold or similar estate under such Leases; (i) all facilities leased, subleased or licensed thereunder have received all approvals of Governmental Authorities (including licenses and permits) required in connection with the property demised operation thereof and have been operated and maintained, in all material respects, in accordance with applicable Laws; (j) the Companies have not subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property or any portion thereof and (k) no Company has received written notice that it is in breach or default under such Leases; and, to the LeaseCompany’s Knowledge, and there exists no event, occurrence, condition or act (including the transactions contemplated by this Agreement) that, with the giving of notice, the rent payable lapse of time or the happening of any further event or condition, would give rise to a material breach or default by any Company under the Lease and the term of the Leasesuch Leases. The particulars Companies have delivered to Parent correct and complete copies of the Leases as set forth in on Section 3.20(ii) 4.9 of the Disclosure Schedule are true and complete. Each Lease constitutes the entire agreement with respect to the property demised thereunder. To the Knowledge of the Warrantors, the lessor under each Lease is qualified and has obtained all Consents necessary to enter into such LeaseSchedule, including any Consents required from the owner of the property demised pursuant to the Lease if the lessor is not such owner. There is no claim asserted against any Group Companyall amendments, or to the Knowledge of the Warrantorsextensions, there is no claim asserted against the relevant lessor or threatened by any Person against any Group Company or the relevant lessor regarding the lessor’s ownership of the property demised pursuant to each Lease. Each Lease is in compliance with all applicable Lawsrenewals, including with respect to the ownership guaranties and operation of property and conduct of business as now conducted by the applicable Group Company which is a party to such Lease. Each Group Company which is party to a Lease has accepted possession of the property demised pursuant to the Lease and is in actual possession thereof and has not sublet, assigned or hypothecated its leasehold interest. No Group Company uses any real property in the conduct of its business except insofar as it has secured a Lease other agreements with respect thereto. The leasehold interests under Leased Real Property constitutes all of the Leases held by each Group Company are adequate real property necessary or desirable for the conduct of the business of such Group Company Business as currently conducted and as proposed to be conducted. There exists To the Company’s Knowledge, no portion of the Leased Real Property is subject to any pending orcondemnation or eminent domain proceeding and, to the Company’s Knowledge of the Warrantors, threatened condemnation, confiscation, eminent domain proceeding, dispute, claim, demand or similar no such proceeding with respect to, or which could materially and adversely affect, the continued use and enjoyment of such leasehold interests. To the Knowledge of the Warrantors, there are no circumstances that would entitle any Governmental Authority or other Person to take possession or otherwise restrict use, possession or occupation of any property subject to any Leases. The use and operation of the real properties subject to the Leases by the Group Companies is in compliance with all applicable Laws, including, without limitation, all applicable building codes, environmental, zoning, subdivision, and land use laws. None of the Group Companies has received notice from any Governmental Authority advising it of a violation (or an alleged violation) of any such laws or regulations.been threatened

Real Property. No Group Company owns or has legal or equitable title, leasehold interest or other right or interest in (i) Lawriter does not own any real property other than as held pursuant to Leasesor any interest in leased property, except for the leaseholds created under the real property leases identified in clause (ii) below. (ii) Section 3.20(ii4(k)(ii) of the Disclosure Schedule sets forth the address of each leasehold interest pursuant to which any Group Company holds any real property parcel of Leased Real Property, and a true and complete description of all Leases for each such Leased Real Property (a “Lease”), indicating including the date and name of the parties to such LeaseLease Page 19 document) used in Lawriter’s business or with respect to which it otherwise has any obligation. Sellers have delivered to Buyer a true and complete copy of each such Lease document, the address of the property demised under the Lease, the rent payable under the Lease and the term of the Leaseincluding any amendments thereto. The particulars of the Leases Except as set forth in Section 3.20(ii4(k)(ii) of the Disclosure Schedule are true and complete. Each Lease constitutes the entire agreement Schedule, with respect to the property demised thereunder. To the Knowledge each of the Warrantors, the lessor under each Leases: (A) such Lease is qualified legal, valid, binding, enforceable and has obtained all Consents necessary to enter into such Lease, including in full force and effect; (B) the transactions contemplated by this Agreement do not require the consent of any Consents required from the owner of the property demised pursuant to the Lease if the lessor is not such owner. There is no claim asserted against any Group Company, or to the Knowledge of the Warrantors, there is no claim asserted against the relevant lessor or threatened by any Person against any Group Company or the relevant lessor regarding the lessor’s ownership of the property demised pursuant to each Lease. Each Lease is in compliance with all applicable Laws, including with respect to the ownership and operation of property and conduct of business as now conducted by the applicable Group Company which is a other party to such Lease. Each Group Company which is party , will not result in a breach of or default under such Lease, and will not otherwise cause such Lease to a cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing; (C) Lawriter’s possession and quiet enjoyment of the Leased Real Property under such Lease has accepted possession of the property demised pursuant not been disturbed and there are no disputes with respect to such Lease; (D) neither Lawriter, nor any other party to the Lease and is in actual possession breach of or default under such Lease, and no event has occurred or circumstance exists that, with the delivery of notice, the passage of time or both, would constitute such a breach or default, or permit the termination, modification or acceleration of rent under such Lease; (E) no security deposit or portion thereof and deposited with respect to such Lease has been applied in respect of a breach of or default under such Lease that has not subletbeen redeposited in full; (F) Lawriter does not owe, nor will it owe in the future, any brokerage commissions or finder’s fees with respect to such Lease; (G) the other party to such Lease is not an affiliate of, and otherwise does not have any economic interest in, Lawriter; (H) Lawriter has not subleased, licensed or otherwise granted any Person the right to use or occupy the Leased Real Property or any portion thereof; and (I) Lawriter has not collaterally assigned or hypothecated its leasehold interestgranted any other Lien in such Lease or any interest therein. No Group Company uses any real property in the conduct of its business except insofar as it has secured a Lease with respect thereto. The leasehold interests under the Leases held by each Group Company are adequate for the conduct of the business of such Group Company as currently conducted and as proposed to be conducted. There exists no pending or, to the Knowledge of the Warrantors, threatened condemnation, confiscation, eminent domain proceeding, dispute, claim, demand or similar proceeding with respect to, or which could materially and adversely affect, the continued use and enjoyment of such leasehold interests. To the Knowledge of the Warrantors, there are no circumstances that would entitle any Governmental Authority or other Person to take possession or otherwise restrict use, possession or occupation of any property subject to any Leases. The use and operation of the real properties subject to the Leases by the Group Companies is in compliance with all applicable Laws, including, without limitation, all applicable building codes, environmental, zoning, subdivision, and land use laws. None of the Group Companies has received notice from any Governmental Authority advising it of a violation (or an alleged violation) of any such laws or regulations.l)

Real Property. No Group Company owns or has legal or equitable title, leasehold interest or other right or interest in any real property other than as held pursuant to Leases. (a) Section 3.20(ii3.23(a) of the Parent Disclosure Schedule Letter sets forth a true and complete list as of the date hereof, including addresses, of all real property owned by Parent or any of its Subsidiaries (the “Parent Owned Real Property”). Parent or one of its Subsidiaries has valid title to the Parent Owned Real Property, free and clear of all Encumbrances, other than Permitted Encumbrances. Parent or one of its Subsidiaries has exclusive possession of each leasehold interest parcel of Parent Owned Real Property, other than any occupancy rights granted to third party owners, tenants or licensees pursuant to which any Group Company holds any real property (a “Lease”), indicating the parties to such Lease, the address of the property demised under the Lease, the rent payable under the Lease and the term of the Lease. The particulars of the Leases as set forth in Section 3.20(ii) of the Disclosure Schedule are true and complete. Each Lease constitutes the entire agreement agreements with respect to such Parent Owned Real Property entered into in the property demised thereunder. To the Knowledge ordinary course of the Warrantors, the lessor under each Lease is qualified and has obtained all Consents necessary to enter into such Lease, including any Consents required from the owner of the property demised pursuant to the Lease if the lessor is not such owner. There is no claim asserted against any Group Company, or to the Knowledge of the Warrantors, there is no claim asserted against the relevant lessor or threatened by any Person against any Group Company or the relevant lessor regarding the lessor’s ownership of the property demised pursuant to each Lease. Each Lease is in compliance with all applicable Laws, including with respect to the ownership and operation of property and conduct of business as now conducted by the applicable Group Company which is a party to such Lease. Each Group Company which is party to a Lease has accepted possession of the property demised pursuant to the Lease and is in actual possession thereof and has not sublet, assigned or hypothecated its leasehold interestbusiness. No Group Company uses portion of any real property in the conduct of its business except insofar as it has secured a Lease with respect thereto. The leasehold interests under the Leases held by each Group Company are adequate for the conduct of the business of such Group Company as currently conducted and as proposed to be conducted. There exists no pending Parent Owned Real Property or, to the Knowledge of the WarrantorsParent, threatened condemnationParent Leased Real Property, confiscation, is subject to any pending condemnation or eminent domain proceedingproceeding by any Governmental Authority and, disputeto the Knowledge of Parent, claim, demand there is no threatened condemnation or similar other eminent domain proceeding with respect tothereto. There are no options, first refusal, first offer or which could materially and adversely affect, first opportunity rights or other similar rights with respect to any portion of the continued use and enjoyment Parent Owned Real Property. There are no tax reduction proceedings pending with respect to all or any portion of such leasehold interestsany Parent Owned Real Property. To the Knowledge of Parent, (i) there is no existing breach or default by any party under any easements or restrictive covenants affecting the WarrantorsParent Owned Real Property which breach or default has not yet been cured, (ii) neither Parent nor any of its Subsidiaries have received written notice of any default under any easements or restrictive covenants affecting the Parent Owned Real Property which breach or default has not yet been cured, and (iii) there does not exist any condition or event that with the lapse of time or the giving of notice, or both, would constitute such a breach or default under any easements or restrictive covenants affecting the Parent Owned Real Property. There are no circumstances that would entitle continuing disputes with any Governmental Authority supplier or other Person to take possession vendor providing services for or otherwise restrict use, possession or occupation of any property subject to any Leases. The use and operation of the real properties subject to the Leases by the Group Companies is in compliance with all applicable LawsParent Owned Real Property (e.g., including, without limitation, all applicable building codes, environmental, zoning, subdivision, and land use laws. None of the Group Companies has received notice from any Governmental Authority advising it of a violation (or an alleged violation) of any such laws or regulationscafeteria supplies and/or janitorial services).

Real Property. No Group Schedule 2.1.8 sets forth all leasehold interests in real property currently held by the Company owns which will be transferred to Delta in connection with the Acquisition (the "Assumed Leases"). The Company has previously delivered to Delta true and complete copies of each lease with respect to such real property interests (the "Leases," and the real property subject to such Leases, the "Leased Properties"). The Leased Properties and the real property owned by the Company on Manor Avenue in Concord, North Carolina are the "Properties." The Leases are valid and in full force and effect. Neither the Company nor, to the Knowledge of the Company, any other party to any such Lease has breached any material provision of any such Lease or has legal or equitable title, leasehold interest or other right or interest is in default in any real property other than as held pursuant to Leases. Section 3.20(ii) of the Disclosure Schedule sets forth each leasehold interest pursuant to which any Group Company holds any real property (a “Lease”), indicating the parties to such Lease, the address of the property demised material respect under the Lease, the rent payable under the Lease and the term terms of the any such Lease. The particulars Company possesses and quietly enjoys the premises under such Leases, and such premises are not subject to any Liens of any nature whatsoever (other than Permitted Liens), encroachments, building or use restrictions, exceptions, reservations, or limitations that interfere with or impair the present and continued use thereof in the usual and normal conduct of the Leases as set forth Business. All buildings, structures, fixtures, and improvements located on the Leased Properties are in Section 3.20(ii) good repair and in good condition, ordinary wear and tear excepted. The Company has not received notice of any violation of any applicable zoning regulation, ordinance, or other Applicable Law relating to the Leased Properties or the operations of the Disclosure Schedule are true Leased Properties, and complete. Each Lease constitutes the entire agreement with respect to the property demised thereunderKnowledge of the Company, no such notice has been given or violation has occurred. The Company has not received written notice of any pending or threatened condemnation proceeding relating to any of the Leased Properties and, to the Knowledge of the Company, there are no such pending or threatened proceedings. The structures, material tangible properties, and equipment owned, operated, or leased by the Company at the Leased Properties are in conformity in all material respects with all Applicable Law. To the Knowledge of the Warrantors, the lessor under each Lease is qualified and has obtained all Consents necessary to enter into such Lease, including any Consents required from the owner of the property demised pursuant to the Lease if the lessor is not such owner. There is no claim asserted against any Group Company, or to the Knowledge of the Warrantors, there is no claim asserted against the relevant lessor or threatened by any Person against any Group Company or the relevant lessor regarding the lessor’s ownership of the property demised pursuant to each Lease. Each Lease is in compliance with all applicable Laws, including with respect to the ownership and operation of property and conduct of business as now conducted by the applicable Group Company which is a party to such Lease. Each Group Company which is party to a Lease has accepted possession of the property demised pursuant to the Lease and is in actual possession thereof and has not sublet, assigned or hypothecated its leasehold interest. No Group Company uses any real property in the conduct of its business except insofar as it has secured a Lease with respect thereto. The leasehold interests under the Leases held by each Group Company are adequate for the conduct of the business of such Group Company as currently conducted and as proposed to be conducted. There exists no pending or, to the Knowledge of the Warrantors, threatened condemnation, confiscation, eminent domain proceeding, dispute, claim, demand or similar proceeding with respect to, or which could materially and adversely affect, the continued use and enjoyment of such leasehold interests. To the Knowledge of the Warrantors, there are no circumstances that would entitle any Governmental Authority (y) subleases, licenses, concessions, or other agreements, written or oral, granting to any other Person the right to take possession or otherwise restrict acquire, use, or occupy any portion of, any of the Leased Properties, or (z) Persons (other than the Company) in possession or occupation of any property subject to any Leases. The use and operation of the real properties subject to the Leases by the Group Companies is in compliance with all applicable Laws, including, without limitation, all applicable building codes, environmental, zoning, subdivision, and land use laws. None of the Group Companies has received notice from any Governmental Authority advising it of a violation (or an alleged violation) of any such laws or regulationsLeased Properties.

Real Property. No Group Except for the Adjacent Vacant Lot which constitutes part of the Excluded Assets, the Company owns or has legal or equitable title, does not own any real property. Schedule 2.8 sets forth the leasehold interest or other right or interest in any the real property other than as held pursuant to Leases. Section 3.20(ii) of by the Disclosure Schedule sets forth each leasehold interest pursuant to which any Group Company holds any (the “Existing Lease,” and the real property (a subject to such Existing Lease, the “LeaseLeased Property”), indicating which is the parties to such Lease, only leasehold interest in real property currently held by the address of the property demised under the Lease, the rent payable under the Lease and the term of the Lease. The particulars of the Leases as set forth in Section 3.20(ii) of the Disclosure Schedule are true and complete. Each Lease constitutes the entire agreement with respect to the property demised thereunder. To the Knowledge of the Warrantors, the lessor under each Lease is qualified and has obtained all Consents necessary to enter into such Lease, including any Consents required from the owner of the property demised pursuant to the Lease if the lessor is not such ownerCompany. There is no claim asserted against written lease governing the Existing Lease. The Existing Lease is valid and in full force and effect, neither the Company nor any Group Companyother party to the Existing Lease has breached any material provision of the Existing Lease or is in default in any material respect under the terms of the Existing Lease (including arrears of rent), the Company possesses and quietly enjoys the premises under the Existing Lease, and such premises are not subject to any Liens of any nature whatsoever, encroachments, building or use restrictions, exceptions, reservations, or to limitations that interfere with or impair the Knowledge of the Warrantors, there is no claim asserted against the relevant lessor or threatened by any Person against any Group Company or the relevant lessor regarding the lessor’s ownership of the property demised pursuant to each Lease. Each Lease is in compliance with all applicable Laws, including with respect to the ownership present and operation of property and conduct of business as now conducted by the applicable Group Company which is a party to such Lease. Each Group Company which is party to a Lease has accepted possession of the property demised pursuant to the Lease and is in actual possession continued use thereof and has not sublet, assigned or hypothecated its leasehold interest. No Group Company uses any real property in the conduct of its business except insofar as it has secured a Lease with respect thereto. The leasehold interests under the Leases held by each Group Company are adequate for the usual and normal conduct of the business of the Company. All buildings, structures, fixtures, and improvements located on the Leased Property are in good repair and in good condition, ordinary wear and tear excepted. The Leased Property and the current use of it comply in all material respects with Applicable Law. The Company has not received notice of any violation of any applicable zoning regulation, ordinance, or other Applicable Law relating to the Leased Property or the operations of the Leased Property, and Sellers know of no such Group notice or violation. The Company as currently conducted and as proposed has not received notice of any pending or threatened expropriation or condemnation proceeding relating to be conducted. There exists no pending orany of the Leased Property and, to the Knowledge of the Warrantors, threatened condemnation, confiscation, eminent domain proceeding, dispute, claim, demand or similar proceeding with respect to, or which could materially and adversely affect, the continued use and enjoyment of such leasehold interests. To the Knowledge of the WarrantorsSellers, there are no circumstances that would entitle any Governmental Authority such pending or threatened proceedings. There are no (y) subleases, licenses, concessions, or other agreements, written or oral, granting to any other Person the right to take possession or otherwise restrict acquire, use, or occupy any portion of, any of the Leased Property, or (z) Persons (other than the Company) in possession or occupation of any property subject to any Leases. The use and operation of the real properties subject to the Leases by the Group Companies is in compliance with all applicable Laws, including, without limitation, all applicable building codes, environmental, zoning, subdivision, and land use laws. None of the Group Companies has received notice from any Governmental Authority advising it of a violation (or an alleged violation) of any such laws or regulationsLeased Property.

Real Property. No Group Company owns (a) Except for (i) Permitted Liens, (ii) as set forth on Schedule 2.15, and (iii) Liens to be discharged at or has legal or equitable titleprior to Closing, leasehold interest or other right or interest in any real property other than as held pursuant CST and CCI have good, valid and marketable title to Leases. Section 3.20(ii) all of the Disclosure Schedule sets forth each leasehold interest pursuant to which any Group Company holds any their real property (a “Lease”other than properties which are leased), indicating free and clear of all Liens, mortgages, restrictions and other encumbrances and defects of title of any nature whatsoever. All owned or 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 Companies is a party has been delivered by the Companies to Buyer, and each such lease is listed on Schedule 2.15, is in full force and effect and affords such company peaceful and undisturbed possession of the subject matter of such lease. Each of the Companies has performed all material obligations required to be performed by it under each of the leases to which it is a party, no amount due under any such leases remains unpaid, and no material contingency, claim, dispute or other disagreement exists between the parties to any such Lease, lease. No default or event of default on the address part of either of the property demised under Companies or, to the Lease, the rent payable under the Lease knowledge of CSC and the term Companies, on the part of the Lease. The particulars lessor, exists under any such lease, and neither of the Leases as set forth in Section 3.20(ii) Companies has received any notice of the Disclosure Schedule are true and complete. Each Lease constitutes the entire agreement with respect to the property demised thereunder. To the Knowledge of the Warrantors, the lessor default under each Lease is qualified and has obtained all Consents necessary to enter into any such Lease, including lease or any Consents required from indication that the owner of the leased property demised pursuant intends to terminate such lease, and no event has occurred which with notice or the Lease if the lessor is not such owner. There is no claim asserted against any Group Companylapse of time, or both, would constitute a default under any such lease. Except as specifically disclosed on Schedule 2.15, the Companies hold all easements, rights-of-way and other rights necessary to own, operate and maintain the Knowledge physical plant of the Warrantors, there is no claim asserted against the relevant lessor or threatened by any Person against any Group Company or the relevant lessor regarding the lessor’s ownership Companies (including all telephone lines) and neither of the property demised pursuant to each Lease. Each Lease is in compliance with all applicable Laws, including with respect to the ownership and operation of property and conduct of business as now conducted by the applicable Group Company which is a party to such Lease. Each Group Company which is party to a Lease has accepted possession of the property demised pursuant to the Lease and is in actual possession thereof and has not sublet, assigned or hypothecated its leasehold interest. No Group Company uses any real property in the conduct of its business except insofar as it has secured a Lease with respect thereto. The leasehold interests under the Leases held by each Group Company are adequate for the conduct of the business of such Group Company as currently conducted and as proposed to be conducted. There exists no pending or, to the Knowledge of the Warrantors, threatened condemnation, confiscation, eminent domain proceeding, dispute, claim, demand or similar proceeding with respect to, or which could materially and adversely affect, the continued use and enjoyment of such leasehold interests. To the Knowledge of the Warrantors, there are no circumstances that would entitle any Governmental Authority or other Person to take possession or otherwise restrict use, possession or occupation of any property subject to any Leases. The use and operation of the real properties subject to the Leases by the Group Companies is in compliance with 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 any such easement, right-of-way or other right. A true copy of all applicable Lawseasements, includingrights of way and all other rights necessary to own, without limitation, operate and maintain the physical plans of the Companies (including all applicable building codes, environmental, zoning, subdivisiontelephone lines) (collectively the "Easements") and all deeds for real property owned have been delivered by the Companies to Buyer, and land use laws. None of the Group Companies has received notice from any Governmental Authority advising it of a violation (or an alleged violationeach such deed and Easement is listed on Schedule 1.1(f) of any such laws or regulations.

Real Property. No Group Company owns or has legal or equitable title, leasehold interest or other right or interest in (a) Owned Real Property. Seller does not own any real property. (b) Leased Real Property. Schedule 2.11(b) contains a list of all real property other than as held pursuant leases and subleases under which Seller is either lessor or lessee (the “Leased Real Property”). Seller has made available to Leases. Section 3.20(ii) Buyer or its counsel a true and complete copy of the Disclosure Schedule sets forth each leasehold interest pursuant every lease and sublease to which any Group Company holds any real property (Seller is a “Lease”), indicating the parties to such Lease, the address of the property demised under the Lease, the rent payable under the Lease and the term of the Lease. The particulars of the Leases as set forth in Section 3.20(ii) of the Disclosure Schedule are true and complete. Each Lease constitutes the entire agreement party with respect to the property demised thereunder. To Leased Real Property (the Knowledge of the Warrantors, the lessor under each Lease is qualified and has obtained all Consents necessary to enter into such Lease, including any Consents required from the owner of the property demised pursuant to the Lease if the lessor is not such owner. There is no claim asserted against any Group Company, or to the Knowledge of the Warrantors, there is no claim asserted against the relevant lessor or threatened by any Person against any Group Company or the relevant lessor regarding the lessor’s ownership of the property demised pursuant to each Lease“Leases”). Each Lease is valid and enforceable in compliance accordance with all applicable Lawsits terms except where such enforceability may be limited by (x) bankruptcy, including insolvency, reorganization, moratorium or other similar laws affecting or relating to creditors’ rights generally, and (y) the availability of injunctive relief and other equitable remedies. With respect to the Leases, and except as set forth on Schedule 2.11(b): (i) Seller is not, and to Seller’s Knowledge, no other party to any Lease is, in breach or default, and no event has occurred which, with notice or lapse of time, would reasonably be expected to constitute a breach or default or permit termination, modification or acceleration thereunder; (ii) no postponement or material waiver of Seller’s obligations under a Lease has been granted by the lessor, (iii) other than with respect to the ownership and operation transfer of property and conduct the Purchased Assets, to Seller’s Knowledge, there exists no event, occurrence, condition or act which, with the giving of business as now conducted notice or the lapse of time, would give rise to a right of termination by the applicable Group Company which is a party lessor under such Lease or give rise to any material liability of Seller under such Lease. Each Group Company which is party , (iv) to a Lease has accepted possession of the property demised pursuant to the Lease and is in actual possession thereof and has not sublet, assigned or hypothecated its leasehold interest. No Group Company uses any real property in the conduct of its business except insofar as it has secured a Lease with respect thereto. The leasehold interests under the Leases held by each Group Company are adequate for the conduct of the business of such Group Company as currently conducted and as proposed to be conducted. There exists no pending or, to the Knowledge of the Warrantors, threatened condemnation, confiscation, eminent domain proceeding, dispute, claim, demand or similar proceeding with respect to, or which could materially and adversely affect, the continued use and enjoyment of such leasehold interests. To the Knowledge of the WarrantorsSeller’s Knowledge, there are no circumstances that would entitle any Governmental Authority disputes, oral agreements or other Person to take possession or otherwise restrict use, possession or occupation of any property subject to any Leases. The use and operation of the real properties subject forbearance programs in effect as to the Leases by lease; and (v) Seller has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the Group Companies is in compliance with all applicable Laws, including, without limitation, all applicable building codes, environmental, zoning, subdivision, and land use lawsleasehold (other than pursuant to a Permitted Lien). None of the Group Companies has received notice from any Governmental Authority advising it of a violation (or an alleged violation) of any such laws or regulations.All rents due to date on each Lease have been paid. 2.12

Real Property. No Group Company owns or has legal or equitable title, leasehold interest or other right or interest in any real property other than as held pursuant to Leases. Section 3.20(ii(a) of the Disclosure Schedule 8.23 sets forth a true and complete list of all Leases for each leasehold interest pursuant to which any Group Company holds any real property Leased Real Property (a “Lease”), indicating including the date and name of the parties to such LeaseLease document), and the address of each Leased Real Property. The Company has delivered to Parent a true and complete copy of each such Lease document and, in the property demised under the case of any oral Lease, the rent payable under the Lease and the term a written summary of the material terms of such Lease. The particulars of the Leases Except as set forth in Section 3.20(ii) of the Disclosure on Schedule are true and complete. Each Lease constitutes the entire agreement 8.23, with respect to the property demised thereunder. To the Knowledge each of the WarrantorsLeases, (i) such Lease is legal, valid, binding, enforceable and in full force and effect, (ii) the lessor transactions contemplated under this Agreement do not require the consent of any other party to such Lease, will not result in a breach of or default under such Lease, or otherwise cause such Lease to cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing, (iii) the Company has not subleased, licensed or otherwise granted any Person the right to use or occupy such property subject to such Lease or any portion thereof, (iv) possession and quiet enjoyment of the Leased Real Property by the Company under each Lease is qualified has not been disturbed and has obtained all Consents necessary there are no disputes with respect to enter into such Lease, including (v) no security deposit or portion thereof deposited with respect to any Consents required from Lease has been applied in respect of a breach or default under such Lease which has not been redeposited in full, (vi) neither the owner of the property demised pursuant Company nor, to the Lease if the lessor is not such owner. There is no claim asserted against any Group Company, or to the Knowledge of the WarrantorsCompany, there is no claim asserted against the relevant lessor or threatened by any Person against any Group Company or the relevant lessor regarding the lessor’s ownership of the property demised pursuant to each Lease. Each Lease is in compliance with all applicable Laws, including with respect to the ownership and operation of property and conduct of business as now conducted by the applicable Group Company which is a other party to such Lease. Each Group Company which is party to a Lease has accepted possession of the property demised pursuant to the Lease and is currently in actual possession thereof and has not sublet, assigned breach or hypothecated its leasehold interest. No Group Company uses any real property in the conduct of its business except insofar as it has secured a default under such Lease with respect thereto. The leasehold interests under the Leases held by each Group Company are adequate for the conduct of the business of such Group Company as currently conducted and as proposed to be conducted. There exists no pending orand, to the Knowledge of the WarrantorsCompany, threatened condemnationno event has occurred or circumstance exists which, confiscationwith the delivery of notice, eminent domain proceedingthe passage of time or both, disputewould constitute such a breach or default, claimor permit the termination, demand modification or similar proceeding acceleration of rent under such Lease, (vii) the Company does not owe, and is not bound by obligations to pay in the future, any brokerage commissions or finder’s fees with respect toto any Lease and (viii) the other party to such Lease is not an Affiliate of, or which could materially and adversely affectotherwise does not have any economic interest in, the continued use and enjoyment of such leasehold interests. To the Knowledge of the Warrantors, there are no circumstances that would entitle any Governmental Authority or other Person to take possession or otherwise restrict use, possession or occupation of any property subject to any Leases. The use and operation of the real properties subject to the Leases by the Group Companies is in compliance with all applicable Laws, including, without limitation, all applicable building codes, environmental, zoning, subdivision, and land use laws. None of the Group Companies has received notice from any Governmental Authority advising it of a violation (or an alleged violation) of any such laws or regulationsCompany.

Real Property. No Group Neither the Company owns nor its Subsidiaries own any Real Property. Schedule 5.2(n) constitutes a complete and correct list of all Real Properties leased by the Company or has legal or equitable title, leasehold interest or other right or interest its Subsidiaries ("Leases"). Each Lease is in any real property other than as held pursuant to Leases. Section 3.20(ii) full force and effect and constitutes a valid and binding obligation of the Disclosure Schedule sets forth Company or a Subsidiary, as applicable, and, to the Company's knowledge, all other parties thereto and is enforceable in accordance with its terms. The Company or the applicable Subsidiary has the sole right to use or occupy the Real Property subject of each leasehold interest pursuant Lease and, upon the consummation of the transactions contemplated hereby, each Lease will continue in full force and effect and constitute a valid and binding obligation on the part of the Company or the relevant Subsidiary and, to which any Group Company holds any real property (a “Lease”)the Company's knowledge, indicating the all other parties to such Lease, and such Lease is enforceable in accordance with its terms. The Company has received no notice of and, to the address Company's knowledge no portion of the property demised under the LeaseReal Property is subject to, the rent payable under the Lease and the term of the Lease. The particulars of the Leases as set forth in Section 3.20(ii) of the Disclosure Schedule are true and complete. Each Lease constitutes the entire agreement with respect to the property demised thereunder. To the Knowledge of the Warrantors, the lessor under each Lease is qualified and has obtained all Consents necessary to enter into such Lease, including any Consents required from the owner of the property demised pursuant to the Lease if the lessor is not such owner. There is no claim asserted against pending condemnation proceeding by any Group Company, public or to the Knowledge of the Warrantorsquasi-public authority and, there is no claim asserted against the relevant lessor or threatened by any Person against any Group Company or the relevant lessor regarding the lessor’s ownership of the property demised pursuant to each Lease. Each Lease is in compliance with all applicable Laws, including with respect to the ownership and operation of property and conduct of business as now conducted by the applicable Group Company which is a party to such Lease. Each Group Company which is party to a Lease has accepted possession of the property demised pursuant to the Lease and is in actual possession thereof and has not sublet, assigned or hypothecated its leasehold interest. No Group Company uses any real property in the conduct of its business except insofar as it has secured a Lease condemnation proceeding with respect thereto. The leasehold interests under Each of the Leases held by each Group Company properties constituting the Real Property is supplied with utilities and other services necessary for the operation of the facilities located thereon as presently conducted, and all of such services are adequate to conduct that portion of the Business as is presently conducted at such facility. Except as set forth on Schedule 5.2(n), neither the Company nor any Subsidiary has sublet, underlet or assigned any portion of the Real Property and no third party is in possession of any portion of the Real Property. To the Company's knowledge, the structures, improvements and fixtures at or upon the Real Property, including, but not limited to, roofs and structural elements thereof and the electrical, plumbing, heating, ventilation, air conditioning and similar units and systems, have to date been maintained in a reasonable manner for the conduct of the business of such Group Company as currently conducted Business and as proposed are in reasonable operating condition to allow the Business to continue to be conducted as heretofore conducted. There exists no pending or, to the Knowledge of the Warrantors, threatened condemnation, confiscation, eminent domain proceeding, dispute, claim, demand or similar proceeding with respect to, or which could materially and adversely affect, the continued use and enjoyment of such leasehold interests. To the Knowledge of the Warrantors, there are no circumstances that would entitle any Governmental Authority or other Person to take possession or otherwise restrict use, possession or occupation of any property subject to any Leases. The use and operation of the real properties subject to the Leases by provision of usual and customary maintenance and repair performed in the Group Companies is in compliance ordinary course of business consistent with all applicable Laws, including, without limitation, all applicable building codes, environmental, zoning, subdivision, and land use laws. None of the Group Companies has received notice from any Governmental Authority advising it of a violation (or an alleged violation) of any such laws or regulationspast practice.

Real Property. No Group Neither the Company nor any of the Subsidiaries owns or has legal or equitable title, leasehold interest or other right or interest in any real property other than as held pursuant to Leasesor interests in real property in fee. Section 3.20(ii) of the Disclosure Schedule 3.06 sets forth each leasehold interest a complete list of all real property and interests in real property leased by the Company or any Subsidiary (individually, a “Leased Property”, and the lease, sublease or other agreement pursuant to which any Group it is occupied by the Company holds any real property (or the applicable Subsidiary, and all amendments thereto, individually, a “Lease”), indicating the parties to such Lease, the address of the property demised under the Lease, the rent payable under the Lease and the term of the Lease. The particulars of the Leases as set forth in Section 3.20(ii) of the Disclosure Schedule are true and complete. Each Lease constitutes the entire agreement with respect to the property demised thereunder. To the Knowledge of the Warrantors, the lessor under each Lease is qualified and has obtained all Consents necessary to enter into such Lease, including any Consents required from the owner of the property demised pursuant to the Lease if the lessor is not such owner. There is no claim asserted against any Group Company, or to the Knowledge of the Warrantors, there is no claim asserted against the relevant lessor or threatened by any Person against any Group Company or the relevant lessor regarding the lessor’s ownership of the property demised pursuant to each Lease. Each Lease is in compliance with all applicable Laws, including with respect Subsidiary has good and valid title to the ownership leasehold estates in the Leased Property created by the Leases, subject to (i) Permitted Liens, (ii) other imperfections of title or encumbrances, if any, that do not materially impair, and could not reasonably be expected materially to impair, the continued use and operation of property and conduct of business as now conducted by the applicable Group Company assets to which is a party to such Lease. Each Group Company which is party to a Lease has accepted possession of the property demised pursuant to the Lease and is they relate in actual possession thereof and has not sublet, assigned or hypothecated its leasehold interest. No Group Company uses any real property in the conduct of its business except insofar as it has secured a Lease with respect thereto. The leasehold interests under the Leases held by each Group Company are adequate for the conduct of the business of the Company and the Subsidiaries as presently conducted, (iii) subleases and similar agreements also listed in Schedule 3.06 and (iv) Liens that have been placed by any developer, landlord or other third party on any Leased Property and subordination or similar agreements relating thereto. Neither the Company nor any Subsidiary has granted a Lien on its leasehold estate in any Leased Property, other than any Lien granted in such Group Lease to the landlord thereunder for any rent which may become delinquent. True and complete copies of the Leases have been made available to Purchaser for review. Except as set forth in Schedule 3.06, all of the Leases are valid, binding and in full force and effect in all material respects and are enforceable by the Company or the applicable Subsidiary in accordance with their terms subject, as currently conducted to enforcement, to applicable bankruptcy, insolvency, moratorium, reorganization or similar laws affecting creditors’ rights generally and to general equitable principles. Except as proposed set forth in Schedule 3.06 Seller, as of the date of this Agreement the Company and the Subsidiaries have performed all material obligations required to be conducted. There exists no pending orperformed by them under the Leases and are not in material default under any Lease, and to the Knowledge knowledge of the WarrantorsSeller, threatened condemnation, confiscation, eminent domain proceeding, dispute, claim, demand or similar proceeding with respect to, or which could materially and adversely affect, the continued use and enjoyment of such leasehold interests. To the Knowledge of the Warrantors, there are no circumstances that would entitle any Governmental Authority or other Person to take possession or otherwise restrict use, possession or occupation of any property subject party to any Leases. The use and operation of the real properties subject to the Leases by the Group Companies Lease is in compliance with all applicable Lawsmaterial default thereunder. Each Leased Property is in materially good condition and repair, including, without limitation, all applicable building codes, environmental, zoning, subdivision, ordinary wear and land use laws. None of the Group Companies has received notice from any Governmental Authority advising it of a violation (or an alleged violation) of any such laws or regulationstear excepted.

Real Property. No Group Company owns or has legal or equitable title, leasehold interest or other right or interest in any Each parcel of real property other than as held leased pursuant to Leases. Section 3.20(ii) any Subleased Real Estate Lease is leased by a Seller free and clear of all Liens on such Seller’s leasehold interest, as applicable, except for Permitted Encumbrances and encumbrances underlying the Disclosure Schedule sets forth each leasehold interest pursuant to which any Group Company holds any real property fee estate (a “Lease”), indicating the parties to such Lease, the address of the property demised under the Lease, the rent payable under the Lease and the term of the Lease. The particulars of the Leases as set forth in Section 3.20(ii) of the Disclosure Schedule are true and complete. Each Lease constitutes the entire agreement provided that this representation is being made only with respect to the property demised thereunder. To the Knowledge that portion of the Warrantorspremises subject thereto which, following the lessor under completion of the segregation of such premises contemplated by Section 5.24, will be subject to a Sublease). The Sellers have made available to the Purchaser true, correct and complete copies of any Subleased Real Estate Lease, in each case as amended or otherwise modified and in effect. Following the completion of the segregation of the Subleased Real Estate Leases contemplated by Section 5.24, there will be no written or oral subleases, licenses, concessions, occupancy agreements or other contractual obligations granting to any other Person the right to use or occupancy of the premises subject to Sublease and there will be no Person (other than the Sellers) in possession of such premises. Each Subleased Real Estate Lease is qualified valid and has obtained all Consents necessary to enter into such Lease, including any Consents required from the owner of the property demised pursuant to the Lease if the lessor is not such owner. There is no claim asserted against any Group Company, or to the Knowledge of the Warrantors, there is no claim asserted against the relevant lessor or threatened by any Person against any Group Company or the relevant lessor regarding the lessor’s ownership of the property demised pursuant to each Lease. Each Lease is in compliance with all applicable Laws, including with respect to the ownership and operation of property and conduct of business as now conducted by the applicable Group Company which is a party to such Lease. Each Group Company which is party to a Lease has accepted possession of the property demised pursuant to the Lease binding and is in actual possession thereof full force and has not subleteffect, assigned or hypothecated in accordance with its leasehold interest. No Group Company uses any real property in terms, subject to applicable bankruptcy, insolvency, moratorium and similar laws affecting creditors’ rights generally (including, without limitation, the conduct of its business except insofar as it has secured a Lease with respect thereto. The leasehold interests Sellers’ rights under the Leases held by each Group Company are adequate Bankruptcy Proceedings) and general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). Except for any such event resulting from the conduct of the business of such Group Company as currently conducted and as proposed to be conducted. There exists no pending orBankruptcy Proceedings, to the Knowledge of Sellers, since the Warrantors, threatened condemnation, confiscation, eminent domain proceeding, dispute, claim, demand or similar proceeding with respect to, or which could Petition Date no Seller has materially breached any Subleased Real Estate Lease and adversely affect, the continued use and enjoyment of such leasehold interests. To the Knowledge of the Warrantors, there are no circumstances event has occurred that would entitle any Governmental Authority or other Person to take possession or otherwise restrict use, possession or occupation of any property subject to any Leases. The use and operation of the real properties subject to the Leases by the Group Companies is in compliance with all applicable Laws, including, without limitation, all applicable building codes, environmental, zoning, subdivision, and land use laws. None of the Group Companies has received notice from any Governmental Authority advising it of cause a violation (or an alleged violation) of any such laws or regulations.material breach except for those

Real Property. No Group Neither the Company nor any of its subsidiaries owns or has legal or equitable title, leasehold interest or other right or interest in any real property other than as held pursuant to Leasesproperty. Section 3.20(ii) SECTION 3.24 of the Company Disclosure Schedule sets forth each leasehold a list of all of the Company's and its subsidiaries' right, title and interest under all leases, subleases, licenses, concessions and other agreements (written or oral), including all amendments, extensions, renewals, guaranties and other agreements with respect thereto but excluding any lease requiring payment of less than $20,000 per year for off-site storage and similar uses (the "LEASES"), pursuant to which the Company or one of its subsidiaries holds a leasehold or subleasehold estate in, or is granted the right to use or occupy, any Group Company holds any land, buildings, improvements, fixtures or other interest in real property which is used in the operation of the Company Business (the "LEASED REAL PROPERTY"). SECTION 3.24 of the Company Disclosure Schedule also sets forth the address of each Leased Real Property. The Company or one of its subsidiaries has delivered to Parent a “true and complete copy of each such Lease document set forth in SECTION 3.24 of the Company Disclosure Schedule, and in the case of any oral Lease”), indicating a written summary of the parties basic terms of such Lease. With respect to each of the Leases: (i) such Lease is legal, valid, binding, enforceable and in full force and effect; (ii) the Transactions do not require the consent of any other party to such Lease, the address will not result in a breach of the property demised or default under the such Lease, or otherwise cause such Lease to cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following the rent payable under Closing; (iii) neither the Company nor any other party to the Lease is in breach or default under such Lease, and no event has occurred or circumstance exists which, with the term delivery of notice, passage of time or both, would constitute such a breach or default or permit the termination, modification or acceleration of rent under such Lease. The particulars of the Leases as set forth in Section 3.20(ii; (iv) of the Disclosure Schedule there are true and complete. Each Lease constitutes the entire agreement no ongoing disputes with respect to the property demised thereunder. To the Knowledge of the Warrantors, the lessor under each Lease is qualified and has obtained all Consents necessary to enter into such Lease, including any Consents required from the owner ; (v) no security deposit or portion thereof deposited with respect such Lease has been applied in respect of the property demised pursuant to the a breach or default under such Lease if the lessor is which has not such owner. There is been redeposited in full; (vi) there are no claim asserted against any Group Company, or to the Knowledge of the Warrantors, there is no claim asserted against the relevant lessor or threatened by any Person against any Group Company or the relevant lessor regarding the lessor’s ownership of the property demised pursuant to each Lease. Each Lease is forbearance programs in compliance with all applicable Laws, including effect with respect to such Lease; and (vii) neither the ownership and operation Company nor any of its subsidiaries has assigned, subleased, mortgaged, deeded in trust or otherwise transferred or encumbered such Lease or any interest therein. The Leased Real Property identified in SECTION 3.24 of the Company Disclosure Schedule comprises all of the real property and conduct of business as now conducted used by the applicable Group Company which is a party to such Lease. Each Group Company which is party to a Lease has accepted possession of the property demised pursuant to the Lease and is in actual possession thereof and has not sublet, assigned or hypothecated its leasehold interest. No Group Company uses any real property subsidiaries in the conduct of its business except insofar as it has secured a Lease with respect thereto. The leasehold interests under the Leases held by each Group Company are adequate for the conduct of the business of such Group Company as currently conducted and as proposed to be conducted. There exists no pending or, to the Knowledge of the Warrantors, threatened condemnation, confiscation, eminent domain proceeding, dispute, claim, demand or similar proceeding with respect to, or which could materially and adversely affect, the continued use and enjoyment of such leasehold interests. To the Knowledge of the Warrantors, there are no circumstances that would entitle any Governmental Authority or other Person to take possession or otherwise restrict use, possession or occupation of any property subject to any Leases. The use and operation of the real properties subject to the Leases by the Group Companies is in compliance with all applicable Laws, including, without limitation, all applicable building codes, environmental, zoning, subdivision, and land use laws. None of the Group Companies has received notice from any Governmental Authority advising it of a violation (or an alleged violation) of any such laws or regulationsCompany Business.

Real Property. No Group Company owns or Seller owns, nor has legal or equitable titleever owned, leasehold interest or other right or interest in any real property. Sellers lease the real property other than as held pursuant to Leases. described on Section 3.20(ii) 4.21 of the Disclosure Schedule sets forth each leasehold interest (the “Leased Real Property”) pursuant to which any Group Company holds any real property (a “Lease”), indicating the parties to such Lease, the address of the property demised under the Lease, the rent payable under the Lease and the term of the LeaseLeases. The particulars of the Leases as set forth in Section 3.20(ii) of the Disclosure Schedule are true and complete. Each Lease constitutes the entire agreement Other than with respect to the Leases, no Seller is a party to any leases for real property demised thereunderand does not operate the Business out of any other location. With respect to the Leases: (a) no Seller’s possession and quiet enjoyment of the Leased Real Property under such Lease has not been disturbed and, to Sellers’ Knowledge, there are no disputes with respect to such Lease; (b) such Seller has not received notice that any security deposit or portion thereof deposited with respect to such Lease has been applied in respect of a breach or default under such Lease which has not been redeposited in full; (c) such Seller does not owe, nor will such Seller owe in the future, any brokerage commissions or finder’s fees with respect to such Lease; (d) such Seller has not subleased, licensed or otherwise granted any Person the right to use or occupy the Leased Real Property or any portion thereof; and (e) there are no Liens (other than Permitted Liens) on the estate or interest created by such Lease. To the Knowledge of the WarrantorsSellers’ Knowledge, the lessor under each Lease is qualified and has obtained all Consents necessary to enter into such Lease, including any Consents required from the owner of the property demised pursuant no condition with respect to the Lease if the lessor is not such ownerLeased Real Property exists requiring material repairs, alterations or corrections. There is no claim asserted against condemnation proceeding or eminent domain proceeding of any Group Company, or to the Knowledge of the Warrantors, there is no claim asserted against the relevant lessor or threatened by any Person against any Group Company or the relevant lessor regarding the lessor’s ownership of the property demised pursuant to each Lease. Each Lease is in compliance with all applicable Laws, including with respect to the ownership and operation of property and conduct of business as now conducted by the applicable Group Company which is a party to such Lease. Each Group Company which is party to a Lease has accepted possession of the property demised pursuant to the Lease and is in actual possession thereof and has not sublet, assigned or hypothecated its leasehold interest. No Group Company uses any real property in the conduct of its business except insofar as it has secured a Lease with respect thereto. The leasehold interests under the Leases held by each Group Company are adequate for the conduct of the business of such Group Company as currently conducted and as proposed to be conducted. There exists no kind pending or, to the Knowledge of the WarrantorsSellers, threatened condemnationagainst the Leased Real Property. The Leased Real Property is occupied under valid and current certificates of occupancy or the like and, confiscation, eminent domain proceeding, dispute, claim, demand or similar proceeding with respect to, or which could materially and adversely affectexcept as set forth on Section 4.4 of the Disclosure Schedule, the continued use and enjoyment transactions contemplated by this Agreement will not require the issuance of such leasehold interestsany new or amended certificates of occupancy or the like. To the Knowledge of the WarrantorsSellers’ Knowledge, there are no circumstances facts which would prevent the Leased Real Property from being occupied after the First Closing or the Second Closing in substantially the same manner as immediately prior to the First Closing. Use of Leased Real Property for the various purposes for which it is presently being used is permitted under all Applicable Laws, including zoning, and is not subject to “permitted non-conforming” use or structure classifications (and not as a result of grandfathered or other similar provisions that would entitle any Governmental Authority or other Person not be available to take possession or otherwise restrict use, possession or occupation of any property subject to any LeasesPurchaser). The use Leased Real Property is supplied with utilities and other services (including gas, electricity, telephone, Internet, water, drainage, storm water management, sanitary sewer, storm sewer and fire protection) necessary for the operation of the real properties subject to the Leases by the Group Companies is in compliance with all applicable Laws, including, without limitation, all applicable building codes, environmental, zoning, subdivision, and land use laws. None of the Group Companies has received notice from any Governmental Authority advising it of a violation (or an alleged violation) of any such laws or regulationsBusiness.

Real Property. No Group Company owns The properties leased pursuant to the Branch Lease constitute all of the Real Property on which Seller maintains the Branch. The Branch Lease is the valid and binding obligation of Seller, and to Seller’s knowledge, of each other party thereto; and, there does not exist with respect to Seller’s obligations thereunder, or, to Seller’s knowledge, with respect to the obligations of the lessor thereof, any default, or has legal event or equitable titlecondition which constitutes or, leasehold interest after notice or passage of time or both, would constitute a default on the part of Seller or the lessor, as applicable, under the Branch Lease. The Branch Lease gives Seller the right to occupy the building and land comprising the Branch. There are no subleases relating to the Branch created or suffered to exist by Seller, or to Seller’s knowledge, created or suffered to exist by any other person. Subject to Seller obtaining necessary consents as set forth in Schedule 5.3 of the Seller Disclosure Schedule, the assignment of the Branch Lease will transfer to Purchaser all of Seller’s rights under such lease. To Seller’s knowledge, as of the date of this Agreement, there are no condemnation proceedings or eminent domain proceedings or sales or other right disposition in lieu of condemnation of any kind pending or, to Seller’s knowledge, threatened with respect to the leased property related to the Branch Lease. To Seller’s knowledge, Seller has not received any written notice alleging that the leased property related to the Branch Lease is in violation of any applicable laws or interest codes in any real material respect. To Seller’s knowledge, the buildings and improvements located on the property other than as held being leased pursuant to Leasesthe Branch Lease are in all material respects in operating condition and in working order, ordinary wear and tear excepted. Section 3.20(ii) There does not exist nor has their existed at anytime during the period of the Disclosure Schedule sets forth each leasehold interest pursuant to which any Group Company holds any real property (a “Lease”), indicating the parties to such Lease, the address of the property demised under the Lease, the rent payable under the Lease and the term of the LeaseBranch Lease any material dispute between Seller and the lessor. The particulars Other than the announcement of the Leases as set forth in Section 3.20(ii) of the Disclosure Schedule are true and complete. Each Lease constitutes the entire agreement with respect to the property demised thereunder. To the Knowledge of the Warrantors, the lessor under each Lease is qualified and has obtained all Consents necessary to enter into such Lease, including any Consents required from the owner of the property demised pursuant to the Lease if the lessor is not such owner. There is no claim asserted against any Group Company, or to the Knowledge of the Warrantors, there is no claim asserted against the relevant lessor or threatened by any Person against any Group Company or the relevant lessor regarding the lessor’s ownership of the property demised pursuant to each Lease. Each Lease is in compliance with all applicable Laws, including with respect to the ownership and operation of property and conduct of business as now conducted by the applicable Group Company which is a party to such Lease. Each Group Company which is party to a Lease has accepted possession of the property demised pursuant to the Lease and is in actual possession thereof and has not sublet, assigned or hypothecated its leasehold interest. No Group Company uses any real property in the conduct of its business except insofar as it has secured a Lease with respect thereto. The leasehold interests under the Leases held by each Group Company are adequate for the conduct of the business of such Group Company as currently conducted and as proposed to be conducted. There exists no pending orP&A Transaction, to the Knowledge of the Warrantors, threatened condemnation, confiscation, eminent domain proceeding, dispute, claim, demand or similar proceeding with respect to, or which could materially and adversely affect, the continued use and enjoyment of such leasehold interests. To the Knowledge of the WarrantorsSeller’s knowledge, there are no facts or circumstances that would entitle any Governmental Authority or other Person to take possession or otherwise restrict use, possession or occupation it is aware of any property subject to any Leases. The use and operation as of the real properties subject date hereof that it reasonably believes would prevent Seller from obtaining the consent to the Leases by the Group Companies is in compliance with all applicable Laws, including, without limitation, all applicable building codes, environmental, zoning, subdivision, and land use laws. None assignment of the Group Companies has received notice from any Governmental Authority advising it Branch Lease to Purchaser pursuant to the terms of a violation (or an alleged violation) of any such laws or regulationsthe Branch Lease.

Real Property. No Group Neither Parent nor the Company owns or has legal or equitable title, leasehold interest or other right or interest in any real property other than as held pursuant related to the Business. Schedule 4.8 contains a complete and accurate list of all the real property leased by the Company related to the Business (the "Leased Real Property") and lists the leases relating to such Leased Real Property (the "Leases"). Section 3.20(ii) The Leased Real Property and Leases listed on Schedule 4.8 comprise all leased real property interests and leases and agreements related thereto used in the conduct of the Disclosure Schedule sets forth Business as now conducted. With respect to each leasehold interest pursuant to which any Group Company holds any real property (a “Lease”), indicating the parties to such Lease, the address of the property demised under the Lease, the rent payable under the Lease and the term of the Lease. The particulars of the Leases except as set forth on Schedule 4.8: (i) all leased buildings and all leased fixtures are held under the Leases, (ii) the Leases are in Section 3.20(ii) of full force and effect and valid instruments enforceable against the Disclosure Schedule are true Company, and complete. Each Lease constitutes the entire agreement with respect to the property demised thereunder. To the Knowledge of the WarrantorsParent, the lessor under 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 Lease is qualified and has obtained all Consents necessary to enter into such Leasehave been paid in full, including any Consents required from the owner of the property demised pursuant to the Lease if the lessor is not such owner. There (iv) there is no claim asserted against any Group existing default by Parent, the Company, or to the Knowledge of Parent, by the Warrantorslessor of any such Lease, there is no claim asserted against (v) none of Parent, the relevant lessor or threatened by any Person against any Group Company or the relevant lessor regarding Shareholders have received any written notice that Parent or the lessor’s ownership Company is or was in default under any of the property demised pursuant to each Lease. Each Lease is in compliance with all applicable LawsLeases, including with respect to the ownership and operation of property and conduct of business as now conducted by the applicable Group Company which is a party to such Lease. Each Group Company which is party to a Lease has accepted possession of the property demised pursuant to the Lease and is in actual possession thereof and has not sublet, assigned or hypothecated its leasehold interest. No Group Company uses any real property in the conduct of its business except insofar as it has secured a Lease with respect thereto. The leasehold interests under the Leases held by each Group Company are adequate for the conduct of the business of such Group Company as currently conducted and as proposed to be conducted. There exists no pending or, (vi) to the Knowledge of Parent, no party other than the Warrantors, threatened condemnation, confiscation, eminent domain proceeding, dispute, claim, demand or similar proceeding with respect to, or which could materially Company and adversely affect, the continued use and enjoyment of such leasehold interests. To the Knowledge lessor have any interest in any of the WarrantorsLeased Real Property, there are and (vii) no circumstances that would entitle any Governmental Authority consent is or other Person was required to take possession be obtained by Parent or otherwise restrict use, possession or occupation of any property subject the Company pursuant to any Leases. The use and operation Lease in connection with the consummation of the real properties subject transactions contemplated herein or in connection with the Contribution. Copies of all such Leases, together with all amendments thereto, pertaining to the Leased Real Property have been delivered to Xxxxxx and no Leases by the Group Companies is in compliance with all applicable Lawshave been amended, including, without limitation, all applicable building codes, environmental, zoning, subdivision, and land use laws. None of the Group Companies has received notice from any Governmental Authority advising it of a violation (modified or an alleged violation) of any such laws or regulationsterminated.

Real Property. No Group Neither the Company nor any of its Subsidiaries owns or and has legal or equitable title, leasehold interest or other right or interest in never owned any real property other than as held pursuant to Leasesproperty. Section 3.20(ii) 4.13 of the Disclosure Schedule sets forth each leasehold interest pursuant to which any Group Company holds any a true, correct, and complete list of all real property leased, subleased (either as sublandlord or subtenant), licensed or otherwise occupied by the Company or its Subsidiaries (the “Leased Real Property”). The Company and its Subsidiaries have made available to Buyer true, correct, and complete copies of each of the leases, subleases, licenses, concessions and other agreements, including all amendments, extensions, supplements and modifications thereto with respect to each Leased Real Property (each, a “Lease”). With respect to each Lease: (a) such Lease is valid, indicating binding, Enforceable against the Company or the applicable Company Subsidiary and, to the Company’s Knowledge, the other parties thereto, and in full force and effect, and the Company or the applicable Company Subsidiary has a valid and Enforceable leasehold interest in each parcel of Leased Real Property leased pursuant to such Lease; (b) there are no existing defaults thereunder by the Company or any Company Subsidiary (as applicable) or, to the Company’s Knowledge, the lessor thereof; and (c) neither the Company nor any of its Subsidiaries have assigned, subleased, mortgaged, deeded in trust or otherwise transferred or encumbered any Lease or Leased Real Property or any interest therein. All rent and other amounts due and payable with respect to Leases have been paid. Neither the Company nor any of its Subsidiaries has received notice that the landlord with respect to any Lease would refuse to renew such Lease upon expiration of the period thereof upon substantially the same terms, except for rent increases consistent with past experience or market rentals. With respect to the Leases, (i) the Company’s and its Subsidiaries’ possession and quiet enjoyment of such Leased Real Property has never been disturbed, and there are no current disputes with respect to any such Lease, (ii) no security deposit or portion thereof deposited with respect to Lease has been applied in respect of a breach or default under such Lease which has not been redeposited in full, (iii) the Company and its Subsidiaries do not owe any brokerage commissions or finder’s fees with respect to such Lease, the address of the property demised under the Lease, the rent payable under the Lease and the term of the Lease. The particulars (iv) none of the Leases as set forth in Section 3.20(ii) of the Disclosure Schedule are true and complete. Each Lease constitutes the entire agreement with respect to the property demised thereunder. To the Knowledge of the Warrantors, the lessor under each Lease is qualified and has obtained all Consents necessary to enter into such Lease, including any Consents required from the owner of the property demised pursuant to the Lease if the lessor is not such owner. There is no claim asserted against any Group Company, or to the Knowledge of the Warrantors, there is no claim asserted against the relevant lessor or threatened by any Person against any Group Company or the relevant lessor regarding the lessor’s ownership of the property demised pursuant to each Lease. Each Lease is in compliance with all applicable Laws, including with respect to the ownership and operation of property and conduct of business as now conducted by the applicable Group Company which is a party to such Lease. Each Group Company which is party to a Lease has accepted possession of the property demised pursuant to the Lease and is in actual possession thereof and has not sublet, assigned or hypothecated its leasehold interest. No Group Company uses any real property in the conduct of its business except insofar as it has secured a Lease with respect thereto. The leasehold interests under the Leases held by each Group Company are adequate for the conduct of the business of such Group Company as currently conducted and as proposed to be conducted. There exists no pending or, to the Knowledge of the Warrantors, threatened condemnation, confiscation, eminent domain proceeding, dispute, claim, demand or similar proceeding with respect to, or which could materially and adversely affect, the continued use and enjoyment of such leasehold interests. To the Knowledge of the Warrantors, there are no circumstances that would entitle any Governmental Authority or other Person to take possession or otherwise restrict use, possession or occupation of any property subject to any Leases. The sublease, license, or other right of another party to use and operation of the real properties subject to the Leases by the Group Companies is in compliance with all applicable Laws, including, without limitation, all applicable building codes, environmental, zoning, subdivision, and land use laws. None of the Group Companies has received notice from any Governmental Authority advising it of a violation (or an alleged violation) of any occupy such laws or regulationsLeased Real Property.

Real Property. No Group Neither the Company nor any Subsidiary owns any real property, nor has the Company or has legal or equitable title, leasehold interest or other right or interest in any Subsidiary ever owned any real property other than as held pursuant nor is either party to Leasesany Contract to purchase or sell any real property. Section 3.20(ii) 3.10 of the Disclosure Schedule sets forth each leasehold interest pursuant to which any Group Company holds any a list of all real property currently leased, subleased or licensed by or from the Company or any Subsidiary or otherwise used or occupied by the Company or any Subsidiary (a the “LeaseLeased Real Property”), indicating the parties to such Lease, the address of the property demised under the Lease, the rent payable under the Lease and the term of the Lease. The particulars of the Leases as set forth in Section 3.20(ii) 3.10 of the Disclosure Schedule are true and complete. Each Lease constitutes sets forth a list of all leases, lease guaranties, subleases, Contracts for the entire agreement with respect leasing, use or occupancy of, or otherwise granting a right in or relating to the property demised thereunder. To Leased Real Property, including the Knowledge name of the Warrantorslessor, licensor, sublessor, master lessor and/or lessee the date and term of the lease, license, sublease or other occupancy right, the lessor under each aggregate annual rental payable thereunder and all amendments, terminations and modifications thereof (the “Lease is qualified Agreements”). The Company has provided Acquiror with true, correct and has obtained complete copies of all Consents necessary to enter into Lease Agreements. All such LeaseLease Agreements are valid and effective in accordance with their respective terms against the Company (or its Subsidiary, including any Consents required from the owner of the property demised pursuant to the Lease if the lessor is not such owner. There is no claim asserted against any Group Companyas applicable), or and, to the Knowledge of the WarrantorsCompany, the other parties thereto, and there is no claim asserted against not, under any of such leases, any existing default, rent past due or event of default (or event which with notice or lapse of time, or both, would constitute a default) by the relevant lessor Company (or threatened by any Person against any Group Company or its Subsidiary, as applicable), and, to the relevant lessor regarding the lessor’s ownership Knowledge of the property demised pursuant Company, the other parties thereto. Neither the Company nor its Subsidiaries have received any written (or, to each Lease. Each Lease is in compliance with all applicable Lawsthe Knowledge of the Company, including other) notice of a default, alleged failure to perform, or any offset or counterclaim with respect to any such Lease Agreement, which has not been fully remedied and withdrawn. The execution and delivery of this Agreement by the ownership Company does not, and operation the consummation of property the transactions contemplated hereby will not, result in any material breach of or constitute a material default (or an event that with notice or lapse of time or both would become a default) under, or materially impair the rights of the Company or any of its subsidiaries or materially alter the rights or obligations of the sublessor, lessor or licensor under, or give to others any material rights of termination, amendment, acceleration or cancellation of any Lease Agreements, or otherwise materially adversely affect the continued use and possession of the Leased Real Property for the conduct of business as now conducted by presently conducted. Neither the applicable Group Company nor any Subsidiary owes brokerage commissions or finders’ fees with respect to any such Leased Real Property or would owe any such fees if any existing Lease Agreement were renewed pursuant to any renewal options contained in such Lease Agreements. The Company and each of its Subsidiaries has performed all of its obligations under any termination Contracts pursuant to which is a party it has terminated any leases, subleases, licenses or other occupancy Contracts for real property that are no longer in effect and has no continuing liability with respect to such Leaseterminated Contracts. Each Group Company which is party to a Lease has accepted possession of the property demised pursuant to the Lease and The Leased Real Property is in actual possession thereof good operating condition and has not sublet, assigned or hypothecated its leasehold interest. No Group Company uses any real property in the conduct of its business except insofar as it has secured a Lease with respect thereto. The leasehold interests under the Leases held by each Group Company are adequate repair and otherwise suitable for the conduct of the business of such Group the Company as currently conducted and as proposed its Subsidiaries and otherwise suitable for the conduct of the business of the Company and its Subsidiaries. The Company expects to be conducted. There exists no pending or, able to continue to have the Knowledge right to occupy the Leased Real Property through the remainder of the Warrantors, threatened condemnation, confiscation, eminent domain proceeding, dispute, claim, demand or similar proceeding with respect to, or which could materially and adversely affect, the continued use and enjoyment of such leasehold interests. To the Knowledge term of the Warrantors, there are no circumstances that would entitle any Governmental Authority or other Person to take possession or otherwise restrict use, possession or occupation of any property subject to any Leases. The use and operation of the real properties subject to the Leases by the Group Companies is in compliance with all applicable Laws, including, without limitation, all applicable building codes, environmental, zoning, subdivision, and land use laws. None of the Group Companies has received notice from any Governmental Authority advising it of a violation (or an alleged violation) of any such laws or regulationsLease Agreement.

Real Property. No The Company Group Company owns or has legal or equitable title, leasehold interest or other right or interest in does not own any real property other than as held pursuant to Leasesproperty. Section 3.20(ii) 4.7 of the Disclosure Schedule Schedules sets forth a complete and correct list of all leases and subleases of each leasehold interest pursuant to which any Leased Real Property facility of the Company Group Company holds any real property (a “Lease”), indicating as of the parties to such Lease, date hereof and the address of the property demised under the Leaseeach such property, the rent payable under the Lease and the term such Leased Real Property constitutes all of the Lease. The particulars real property used in the operation of the Leases Company Group’s business in all material respects. Except as set forth in Section 3.20(ii) 4.7 of the Disclosure Schedule are true Schedules and completeexcept as would not reasonably be expected to be material, the Company Group has good and valid title to the leasehold interest under the lease or sublease for such Leased Real Property, free and clear of any Liens, the Company Group’s possession and quiet enjoyment of the Leased Real Property has not been disturbed, and the Company Group is not in breach or default under any such lease or sublease and no event has occurred or circumstance exists which, with the delivery of notice, passage of time or both, would constitute such a breach or default or permit the termination, modification or acceleration of rent under such lease. Each Lease constitutes lease or sublease for the entire agreement with respect Leased Real Property is valid, binding and enforceable against the applicable member of the Company Group and is in full force and effect, subject to proper execution of such lease or sublease by the property demised thereunderother parties thereto and has not been modified, and the transactions contemplated hereby do not require the consent of any other party to such lease or sublease and will not result in a breach of or default under such lease or sublease. To the Knowledge of the Warrantors, the lessor under each Lease is qualified and has obtained all Consents necessary to enter into such Lease, including any Consents required from the owner of the property demised pursuant to the Lease if the lessor is not such owner. There is no claim asserted against any Group Company, there are no disputes with respect any lease or sublease for the Leased Real Property and the Company Group has not received or provided any notice of any intention to the Knowledge terminate any such lease or sublease. The Company Group has provided Parent with complete and correct copies of the Warrantors, there is no claim asserted against the relevant lessor or threatened by any Person against any Group Company or the relevant lessor regarding the lessor’s ownership of the property demised pursuant to each Lease. Each Lease is in compliance with all applicable Laws, including lease agreements with respect to the ownership and operation of property and conduct of business as now conducted by the applicable Group Company which is a party to such Lease. Each Group Company which is party to a Lease has accepted possession of the property demised pursuant to the Lease and is in actual possession thereof and has not sublet, assigned or hypothecated its leasehold interest. No Group Company uses any real property in the conduct of its business except insofar as it has secured a Lease with respect thereto. The leasehold interests under the Leases held by each Group Company are adequate for the conduct of the business of such Group Company as currently conducted and as proposed to be conducted. There exists no pending or, to the Knowledge of the Warrantors, threatened condemnation, confiscation, eminent domain proceeding, dispute, claim, demand or similar proceeding with respect to, or which could materially and adversely affect, the continued use and enjoyment of such leasehold interests. To the Knowledge of the Warrantors, there are no circumstances that would entitle any Governmental Authority or other Person to take possession or otherwise restrict use, possession or occupation of any property subject to any Leases. The use and operation of the real properties subject to the Leases by the Group Companies is in compliance with all applicable Laws, including, without limitation, all applicable building codes, environmental, zoning, subdivision, and land use laws. None of the Group Companies has received notice from any Governmental Authority advising it of a violation (or an alleged violation) of any such laws or regulationsLeased Real Property.

Real Property. No Group Company (a)No Seller owns or has legal or equitable title, leasehold interest or other right or interest in any real property other than as held pursuant to Leases. Section 3.20(ii) of the Disclosure Schedule sets forth each leasehold interest pursuant Office Locations. (b)Seller has provided to which any Group Company holds any real property (Buyer a “Lease”), indicating the parties to such Lease, the address true and complete copy of the property demised under the Lease, the rent payable under the Real Property Lease and the term of the Leasefor each Office Location. The particulars of the Leases as set forth in Section 3.20(ii) of the Disclosure Schedule are true and complete. Each Lease constitutes the entire agreement with With respect to the property demised thereunder. To the Knowledge of the Warrantors, the lessor under each Lease is qualified and has obtained all Consents necessary to enter into such Real Property Lease, including any Consents required from the owner of the property demised pursuant to the Lease if the lessor is not such owner. There is no claim asserted against any Group Company, or to the Knowledge of the Warrantors, there is no claim asserted against the relevant lessor or threatened by any Person against any Group Company or the relevant lessor regarding the lessor’s ownership of the property demised pursuant to each Lease. Each Lease is in compliance with all applicable Laws, including with respect to the ownership and operation of property and conduct of business as now conducted by the applicable Group Company which is a party to such Lease. Each Group Company which is party to a Lease has accepted possession of the property demised pursuant to the Lease and is in actual possession thereof and has not sublet, assigned or hypothecated its leasehold interest. No Group Company uses any real property in the conduct of its business except insofar as it has secured a Lease with respect thereto. The leasehold interests under the Leases held by each Group Company are adequate for the conduct of the business of such Group Company as currently conducted and as proposed to be conducted. There exists no pending or, to the Knowledge of the WarrantorsSellers (i) such Real Property Lease is valid, threatened condemnation, confiscation, eminent domain proceeding, dispute, claim, demand or similar proceeding binding and in full force and effect with respect toto the Seller who is the lessee or sublessee, or which could materially as applicable, thereunder, and adversely affect, the continued use and enjoyment of other parties thereto; (ii) all payments required to have been made under such leasehold interests. To the Knowledge of the Warrantors, Real Property Lease by such Seller have been made; (iii) there are no circumstances that other defaults or events of default under, or events which with due notice or lapse of time, or both, would entitle any Governmental Authority constitute defaults or other Person to take possession events of default under, such Real Property Lease by such Seller, or, the landlord or otherwise restrict usesub landlord, possession or occupation as applicable, under such Real Property Lease; (iv) except as described in Schedule 3.16, the Contemplated Transactions do not require the consent of any property subject other party to any Leases. The use Real Property Lease, will not result in a breach of or default under any Real Property Lease, and operation will not otherwise cause any Real Property Lease to cease to be legal, valid, binding, and in full force and effect on identical terms following Closing; (v) Sellers’ possession and quiet enjoyment of the real properties property subject of the Real Property Leases has not been disturbed; (vi) no security deposit or portion thereof deposited with respect to any Real Property Lease has been applied in respect of a breach of or default under a Real Property Lease that has not been redeposited in full; (vii) no Seller owes in the Leases by future any brokerage commissions or finder’s fees with respect to any Real Property Lease; (viii) except as described in Schedule 3.16, the Group Companies other party to any Real Property Lease is in compliance with all applicable Laws, including, without limitation, all applicable building codes, environmental, zoning, subdivisionnot an Affiliate of, and land otherwise does not have, any economic interest in any Seller; (ix) no Seller has collaterally assigned or granted any other Encumbrance in any Real Property Lease or any interest therein; and (x) no Seller has subleased, licensed, or otherwise granted any Person the right to use laws. None or occupy the real property subject of the Group Companies has received notice from Real Property Leases or any Governmental Authority advising it of a violation (or an alleged violation) of any such laws or regulations.portion thereof except as detailed on Schedule 3.16. Section 3.17

Real Property. No Group Company (a)With respect to the Rail Facility Property, (i) TRT LeaseCo is the sole titleholder of record and owns or has legal or equitable titlegood and marketable fee simple title thereto, leasehold interest or other right or interest in any real property other than as held pursuant to Leases. Section 3.20(ii) free and clear of the Disclosure Schedule sets forth each leasehold interest pursuant to which any Group Company holds any real property (a “Lease”)all Liens, indicating the parties to such Lease, the address of the property demised under the Lease, the rent payable under the Lease except for Permitted Liens and the term of the Lease. The particulars of the Leases as set forth in Section 3.20(ii3.11(a) of the Disclosure Schedule Schedule; (ii) except for the Rail Facility Lease, neither the Company nor any of its Subsidiaries have leased, licensed or otherwise granted (whether verbally or in writing) to any Person the right to use or occupy the Rail Facility Property or any portion thereof; (iii) there are true no outstanding options, rights of first offer or rights of first refusal to purchase the Rail Facility Property or any portion thereof or interest therein, other than the right of first offer and complete. Each Lease constitutes right of first refusal benefitting Tenant contained in Sections 44 and 45, respectively, of the entire agreement Rail Facility Lease; (iv) except for Permitted Liens, neither the Company nor any of its Subsidiaries has assigned, transferred, conveyed, mortgaged, leased, deeded in trust or encumbered any interest in the Rail Facility Property; (v) there are no currently active disputes with respect to the property demised thereunder. To the Knowledge ownership, use or boundaries of the WarrantorsRail Facility Property; (vi) neither the Rail Facility Property nor, the lessor under each Lease is qualified and has obtained all Consents necessary to enter into such Lease, including any Consents required from the owner of the property demised pursuant to the Lease if the lessor is not such owner. There is no claim asserted against any Group Company, or to the Knowledge of Seller, the Warrantors, there is no claim asserted against the relevant lessor use or threatened occupancy thereof by any Person against current user or occupant violates in any Group Company way any applicable Law, Order, Permit, or the relevant lessor regarding the lessor’s ownership covenant, condition or restriction or other matter impacting such property, whether of the property demised pursuant to each Lease. Each Lease is in compliance with all applicable Laws, including with respect to the ownership and operation of property and conduct of business as now conducted by the applicable Group Company which is a party to such Lease. Each Group Company which is party to a Lease has accepted possession of the property demised pursuant to the Lease and is in actual possession thereof and has record or not sublet, assigned or hypothecated its leasehold interest. No Group Company uses any real property in the conduct of its business except insofar as it has secured a Lease with respect thereto. The leasehold interests under the Leases held by each Group Company (collectively “Requirements”); (vii) there are adequate for the conduct of the business of such Group Company as currently conducted and as proposed to be conducted. There exists no pending or, to the Knowledge of the WarrantorsSeller, threatened condemnationcondemnation proceedings, confiscationsuits or administrative actions relating to any such property or other matters affecting adversely the use, eminent domain proceedingoccupancy or value thereof; (viii) the ownership and leasing of the Rail Facility Property by the Company and its Subsidiaries in the manner in which it is now owned and leased comply with all applicable Requirements and, disputeto the Knowledge of Seller, claimthe operation of the Rail Facility Property in the manner in which it is now operated complies with all applicable Requirements; and (ix) neither the Company, demand nor any of its Subsidiaries nor Seller has received any notice of any special Tax that affects the Rail Facility Property and, to the Knowledge of Seller, no such special Taxes are pending or similar proceeding contemplated. (b)Other than as set forth in the Rail Facility Lease, the Mortgage Loan Documents and the Title Insurance Policy, there are no outstanding contracts, commitments, or agreements (whether written or oral) that impose or could reasonably be expected to impose any obligation, liability or condition on the Company or any of its Subsidiaries to grant any rights in, to make any payments, contributions or dedications of money or land with respect to, or which could materially and adversely affectto construct, install or maintain or to contribute to the continued use and enjoyment of such leasehold interests. To the Knowledge of the Warrantorsconstruction, there are no circumstances that would entitle any Governmental Authority installation or other Person to take possession or otherwise restrict use, possession or occupation maintenance of any property subject to any Leasesimprovements of a public or private nature, whether on or off the Rail Facility Property. The use and operation (c)The Rail Facility Property comprises all of the real properties property owned by the Company and its Subsidiaries. Neither the Company nor any of its Subsidiaries is a party to any Lease other than the Rail Facility Lease, and neither the Company nor any of its Subsidiaries holds any right or option to purchase or lease any real property or interest therein. Exhibit 2.1 (d) The sale of the Purchased Securities contemplated in this Agreement is not subject to the Leases by right of first offer contained in Section 44 of the Group Companies is Rail Facility Lease or to the right of first refusal contained in compliance with all applicable Laws, including, without limitation, all applicable building codes, environmental, zoning, subdivisionSection 45 of the Rail Facility Lease, and land use laws. None no notice to Tenant of the Group Companies transactions contemplated in this Agreement is required under the Rail Facility Lease. (e) Seller has received notice from delivered to Buyer true and complete copies of the Title Insurance Policy and the latest ALTA Land Title Survey for the Rail Facility Property obtained by Seller (the “Survey”). No alterations or improvements have been made to the Rail Facility Property since the date of the Survey which would render the Survey inaccurate in any Governmental Authority advising it of a violation (or an alleged violation) of any such laws or regulations.material respect. 3.12

Real Property. No Group Other than the leasehold interests in the Leased Real Property, no Company Entity owns or has legal or equitable title, leasehold interest or other right or interest in any real property other than as held pursuant to Leasesproperty. Set forth on Section 3.20(ii3.1(l) of the Company Disclosure Schedule sets forth is a list of all Leased Real Property as of the date of this Agreement. Each lease for the Leased Real Property is a valid, binding and enforceable obligation of the applicable Company Entity, except as the enforceability may be limited by the Equitable Exceptions, and (subject to any of such leases being terminated in the ordinary course of business and consistent with past practices of the Company Entities and in accordance with the terms thereof) is in full force and effect. The Company has delivered to Parent complete and accurate copies of all such leases and any operating agreements relating thereto. With respect to each leasehold interest pursuant Leased Real Property, (A) the applicable Company Entity is the tenant under a validly existing lease, free and clear of all Liens (other than Permitted Liens, easements, covenants, rights-of-way and other similar restrictions of record and Liens against the landlord of such Leased Real Property which would not reasonably be expected to which any Group materially impair the current uses or the occupancy by the applicable Company holds any real property (a “Lease”Entity of such Leased Real Property), indicating leases, assignments, subleases, easements, covenants, rights of way and other similar restrictions of any nature whatsoever, other than those identified in the parties leases and operating agreements provided to such LeaseParent, (B) the address of the property demised under the Lease, the rent payable under the Lease and the term of the Lease. The particulars of the Leases as set forth in Section 3.20(ii) of the Disclosure Schedule are true and complete. Each Lease constitutes the entire agreement with respect to the property demised thereunder. To the Knowledge of the Warrantors, the lessor under each Lease is qualified and has obtained all Consents necessary to enter into such Lease, including any Consents required from the owner of the property demised pursuant to the Lease if the lessor applicable Company Entity is not such owner. There is no claim asserted against any Group Companyand, or to the Knowledge of the WarrantorsCompany, there is no claim asserted against the relevant lessor or threatened by any Person against any Group Company or the relevant lessor regarding the lessor’s ownership of the property demised pursuant to each Lease. Each Lease is in compliance with all applicable Laws, including with respect other party to the ownership and operation of property and conduct of business as now conducted by the applicable Group Company which is a party lease relating to such Lease. Each Group Company which Leased Real Property is, in breach or violation of, or in default under, such lease in any material respect, (C) no event, occurrence, condition or act has occurred, is party to a Lease has accepted possession of the property demised pursuant to the Lease and is in actual possession thereof and has not sublet, assigned or hypothecated its leasehold interest. No Group Company uses any real property in the conduct of its business except insofar as it has secured a Lease with respect thereto. The leasehold interests under the Leases held by each Group Company are adequate for the conduct of the business of such Group Company as currently conducted and as proposed to be conducted. There exists no pending or, to the Knowledge of the WarrantorsCompany, is threatened condemnationin writing, confiscationwhich, eminent domain proceedingwith the giving of notice, dispute, claim, demand or similar proceeding with respect tolapse of time, or which could materially and adversely affectthe happening of any further event, occurrence, condition or act, would constitute a breach or default in any material respect by the continued use and enjoyment of such leasehold interests. To applicable Company Entity or, to the Knowledge of the WarrantorsCompany, any other party to such lease, under such lease, or give rise to a right of termination, cancellation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any Person under any such leases, (D) to the Knowledge of the Company, there are no circumstances disputes, and (E) there are no oral agreements or forbearance programs between the Company and the applicable landlord as to any lease relating to the Leased Real Property in effect as to any lease relating to the Leased Real Property. No eminent domain or condemnation action is pending or, to the Company’s Knowledge, threatened, that would entitle any Governmental Authority preclude or other Person to take possession or otherwise restrict use, possession or occupation materially impair the use of any property subject to any LeasesLeased Real Property. The applicable Company Entity’s current use and operation of the real properties subject to the Leases by the Group Companies is Leased Real Property does not violate in compliance with all applicable Laws, including, without limitation, all applicable building codes, environmental, zoning, subdivision, and land use laws. None any material respect any restrictive covenant that affects any of the Group Companies has received notice from Leased Real Property. All rent and other charges currently due and payable for any Governmental Authority advising it of a violation (Leased Real Property have been paid, except for liabilities reflected or an alleged violation) of any such laws or regulationsreserved against in the Financial Statements.

Real Property. No Group Company owns or (a) Seller Parent has legal or equitable title, leasehold interest or other right or interest in any real property other than as held pursuant made available to Purchaser prior to the date of this Agreement correct and complete copies of each of the Real Property Leases. Section 3.20(ii) 3.17 of the Seller Disclosure Schedule sets forth each contains a correct and complete list of the Real Property Leases, including the expiration date, the approximate total annual lease cost and the approximate total annual operating cost. Other than has been made available to Purchaser by Seller Parent prior to the date of this Agreement, there are not any material subleases, licenses or other occupancy agreements affecting the Real Property Leases. The Seller, Seller Parent or the Sold Company, as applicable, has a valid leasehold interest pursuant to which any Group Company holds any in the Real Property Leases and the real property (a “Lease”)subject thereto, indicating free from all Encumbrances except Permitted Encumbrances. Other than the parties to such LeaseReal Property Leases, there are no other agreements or understandings, whether written or oral, between the address of Seller, Seller Parent or the property demised under the LeaseSold Company, the rent payable under the Lease as applicable, and the term of the Lease. The particulars of the Leases as set forth in Section 3.20(ii) of the Disclosure Schedule are true and complete. Each Lease constitutes the entire agreement applicable landlords with respect to the real property demised thereundersubject to the Real Property Leases. To There are no offsets, counterclaims or defenses under the Knowledge Real Property Leases on the part of the Warrantors, applicable landlords. All rent and other amounts payable under the lessor under each Real Property Leases have been fully and timely paid. Each Real Property Lease (i) is qualified a valid and has obtained all Consents necessary to enter into such Lease, including any Consents required from the owner binding agreement of the property demised pursuant to Seller or the Lease if the lessor is not such owner. There is no claim asserted against any Group Sold Company, or to the Knowledge of the Warrantorsas applicable, there is no claim asserted against the relevant lessor or threatened by any Person against any Group Company or the relevant lessor regarding the lessor’s ownership of the property demised pursuant to each Lease. Each Lease is in compliance with all applicable Laws, including with respect to the ownership and operation of property and conduct of business as now conducted by the applicable Group Company which is a party to such Lease. Each Group Company which is party to a Lease has accepted possession of the property demised pursuant to the Lease and is in actual possession thereof and has not sublet, assigned or hypothecated its leasehold interest. No Group Company uses any real property in the conduct of its business except insofar as it has secured a Lease with respect thereto. The leasehold interests under the Leases held by each Group Company are adequate for the conduct of the business of such Group Company as currently conducted and as proposed to be conducted. There exists no pending orand, to the Knowledge of Seller Parent, each other party thereto, (ii) is in full force and effect, and (iii) subject to the WarrantorsInsolvency and Equity Exceptions, threatened condemnationis enforceable against the Seller or the Sold Company, confiscationas applicable, eminent domain proceedingand, dispute, claim, demand or similar proceeding with respect to, or which could materially and adversely affect, the continued use and enjoyment of such leasehold interests. To to the Knowledge of Seller Parent, each other party thereto. Except as would not be material to the WarrantorsBusiness, taken as a whole, as to each Real Property Lease, except for breaches or defaults that have been cured and for which the breaching or defaulting party has no Liability, there are no circumstances that does not exist thereunder any breach or default on the part of the Seller or the Sold Company, and there does not exist, to the Knowledge of Seller Parent, any event, occurrence or condition, which (after notice, passage of time or both) would entitle any Governmental Authority constitute or other Person to take possession or otherwise restrict use, possession or occupation of any property subject give rise to any Leases. The use and operation of the real properties subject to the Leases by the Group Companies is in compliance with all applicable Laws, including, without limitation, all applicable building codes, environmental, zoning, subdivision, and land use laws. None of the Group Companies has received notice from any Governmental Authority advising it of a violation (such breach or an alleged violation) of any such laws or regulationsdefault thereunder.

Real Property. No Group (a) Neither the Company nor any Company Subsidiary owns or has legal or equitable title, leasehold interest or other right or interest in any real property other than as held pursuant to Leasesproperty. Section 3.20(ii5.19(a) of the Company Disclosure Schedule sets forth the address of each leasehold interest pursuant to which any Group Company holds any real property Leased Real Property, and a complete and correct list of all Leases (a “Lease”)including all amendments, indicating extensions, renewals, guaranties and other agreements with respect thereto) for each such Leased Real Property (including the date and name of the parties to such Lease). The Company has delivered to Parent a complete and correct copy of each such Lease, and in the address case of any oral Lease, a written summary of the property demised under the Lease, the rent payable under the Lease and the term material terms of the such Lease. The particulars of the Leases as set forth in Section 3.20(ii) of the Disclosure Schedule are true and complete. Each Lease constitutes the entire agreement Except for matters that do not constitute a Company Material Adverse Effect, with respect to the property demised thereunder. To the Knowledge each of the Warrantors, the lessor under each Leases: (i) such Lease is qualified legal, valid, binding, enforceable and has obtained all Consents necessary to enter into such Leasein full force and effect, including any Consents required from (ii) the owner Company’s or a Company Subsidiary’s possession and quiet enjoyment of the property demised pursuant to the Lease if the lessor is not Leased Real Property under such owner. There is no claim asserted against any Group Company, or to the Knowledge of the Warrantors, there is no claim asserted against the relevant lessor or threatened by any Person against any Group Company or the relevant lessor regarding the lessor’s ownership of the property demised pursuant to each Lease. Each Lease is in compliance with all applicable Laws, including with respect to the ownership and operation of property and conduct of business as now conducted by the applicable Group Company which is a party to such Lease. Each Group Company which is party to a Lease has accepted possession of the property demised pursuant to the Lease and is in actual possession thereof and has not sublet, assigned or hypothecated its leasehold interest. No Group Company uses any real property in the conduct of its business except insofar as it has secured a Lease with respect thereto. The leasehold interests under the Leases held by each Group Company are adequate for the conduct of the business of such Group Company as currently conducted and as proposed to be conducted. There exists no pending orbeen disturbed and, to the Knowledge of the WarrantorsCompany, threatened condemnation, confiscation, eminent domain proceeding, dispute, claim, demand or similar proceeding there are no disputes with respect toto such Lease, (iii) neither the Company or which could materially and adversely affectany Company Subsidiary nor, the continued use and enjoyment of such leasehold interests. To to the Knowledge of the WarrantorsCompany, there are any other party to the Lease is in breach or default under such Lease, and to the Knowledge of the Company no circumstances that event has occurred or circumstance exists which, as a result of notice previously given or with the passage of time, or both, would entitle constitute such a breach or default, or permit the termination, modification or acceleration of rent under such Lease, (iv) the other party to such Lease is not an Affiliate of, and otherwise does not have any Governmental Authority economic interest in, the Company or any Company Subsidiary, (v) other Person to take possession than as provided for in Section 5.19(a) of the Company Disclosure Schedule, neither the Company nor any Company Subsidiary has subleased, licensed or otherwise restrict usegranted any Person the right to use or occupy such Leased Real Property or any portion thereof, possession (vi) other than as provided for in Section 5.19(a) of the Company Disclosure Schedule, neither the Company nor any Company Subsidiary has collaterally assigned or occupation granted or permitted any other security interest in such Lease or any interest therein, and (vii) the Company has not granted or permitted any Liens (other than Permitted Encumbrances) on the estate or interest created by such Lease, and the Company has received no written or oral notice of any property subject to any Leasessuch Liens (other than Permitted Encumbrances) on the estate or interest created by such Lease. The use and operation Leased Real Property comprises all of the real properties subject to property used in the Leases by the Group Companies is in compliance with all applicable Laws, including, without limitation, all applicable building codes, environmental, zoning, subdivision, and land use laws. None businesses of the Group Companies has received notice from any Governmental Authority advising it of a violation (or an alleged violation) of any such laws or regulationsCompany and the Company Subsidiaries.

Real Property. No Group (a) Company owns does not own any real property. Schedule 4.14(a) contains a list, by street address or location, of all real property subject to any lease or sublease to which Company is a party, and under which Company is a lessee (collectively, the “Real Property Leases” and the real property to which such Real Property Leases relate, the “Leased Real Property”). Company is in lawful possession of its applicable Leased Real Property and Company has legal or equitable titlemade available to Purchaser true, leasehold interest correct and complete copies of all Contracts, or other leases, lease guarantees, subleases, agreements for the leasing, use or occupancy of, or otherwise granting a right in or relating to the Leased Real Property to which the Company is a party, including all amendments, terminations and modifications thereof. The Real Property Leases: (i) are in full force and effect, are valid, binding and enforceable and effective in accordance with their terms; (ii) neither the Company nor, to the Knowledge of the Company, any other party to the Real Property Leases is in breach or default, and, to the Knowledge of the Company, no event has occurred which, with notice or lapse of time or both, would constitute such a breach or default or permit termination, modification or acceleration under the Real Property Leases; (iii) the Real Property Leases have not been modified, except to the extent that such modifications are disclosed by the documents delivered to Purchaser; (iv) the Company is exclusively entitled to all rights and benefits as lessee under the Real Property Leases and the Company has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in any real property other than as held pursuant to the Real Property Leases. Section 3.20(ii; and (v) the terms and conditions of the Disclosure Schedule sets forth each leasehold interest pursuant to which any Group Company holds any real property (Real Property Leases will not be affected by, nor will the Real Property Leases be in default as a “Lease”), indicating the parties to such Leaseresult of, the address completion of the property demised under the LeaseTransactions, the rent payable under the Lease and the term subject to receipt of the Lease. The particulars of the Leases as consents set forth in Section 3.20(ii) of the Disclosure on Schedule are true and complete. Each Lease constitutes the entire agreement with respect to the property demised thereunder4.14(a). To the Knowledge of the Warrantors, the lessor under each Lease is qualified and has obtained all Consents necessary to enter into such Lease, including any Consents required from the owner of the property demised pursuant to the Lease if the lessor is not such owner. There is no claim asserted against any Group Company, or to the Knowledge of the Warrantors, there is no claim asserted against not now pending nor contemplated any reassessment of any parcel included in the relevant lessor Real Property Leases that could result in a change in the rent or threatened assessment, additional rent, assessment or other sums and charges payable by the Company under any Person against any Group Company or the relevant lessor regarding the lessor’s ownership of the property demised pursuant to each Lease. Each Lease is in compliance with all applicable Laws, including with respect agreement relating to the ownership and operation of property and conduct of business as now conducted by the applicable Group Company which is a party to such Lease. Each Group Company which is party to a Lease has accepted possession of the property demised pursuant to the Lease and is in actual possession thereof and has not sublet, assigned or hypothecated its leasehold interest. No Group Company uses any real property in the conduct of its business except insofar as it has secured a Lease with respect thereto. The leasehold interests under the Leases held by each Group Company are adequate for the conduct of the business of such Group Company as currently conducted and as proposed to be conducted. There exists no pending or, to the Knowledge of the Warrantors, threatened condemnation, confiscation, eminent domain proceeding, dispute, claim, demand or similar proceeding with respect to, or which could materially and adversely affect, the continued use and enjoyment of such leasehold interests. To the Knowledge of the Warrantors, there are no circumstances that would entitle any Governmental Authority or other Person to take possession or otherwise restrict use, possession or occupation of any property subject to any Real Property Leases. The use and operation of the real properties subject to the Leases by the Group Companies is in compliance with all applicable Laws, including, without limitation, all applicable building codes, environmental, zoning, subdivision, and land use laws. None of the Group Companies has received notice from any Governmental Authority advising it of a violation (or an alleged violation) of any such laws or regulations.

Real Property. No Group Company owns or (a) WPCS-Seattle does not, nor has legal or equitable titleit ever, leasehold interest or other right or interest in owned any real property property. Schedule 4.14 contains an accurate and complete list of all leases, subleases and any other than as held pursuant agreements relating to Leases. Section 3.20(ii) the use or occupancy of the Disclosure Schedule sets forth each leasehold interest pursuant to which any Group Company holds any real property (a collectively, the “LeaseLeases”), indicating including all amendments, supplements and other modifications thereto to which WPCS-Seattle is a party or bound or to which WPCS is a party or bound with respect to property used by WPCS-Seattle in connection with the parties Business. WPCS-Seattle has delivered true and correct copies of all leases currently in effect. Sellers, as applicable, have good valid and insurable title to such Lease, the address of the all valid leasehold interests in all leased real property demised under the Lease, the rent payable under the described in each Lease and the term of the Lease. The particulars of the Leases as set forth in Section 3.20(ii) Schedule 4.14 (or required to be set forth in Schedule 4.14), free and clear of the Disclosure Schedule are true any and completeall Encumbrances. Each Lease constitutes is in full force and effect; all rents and additional rents due to date on each such Lease have been paid; in each case, the entire agreement lessee has been in peaceable possession since the commencement of the original term of such Lease and is not in default thereunder and no waiver, indulgence or postponement of the lessee’s obligations thereunder has been granted by the lessor; and there exists no default or event, occurrence, condition or act (including the transfer of the Purchased Assets hereunder) which, with respect to the property demised thereundergiving of notice, the lapse of time or the happening of any further event or condition, would become a default under such Lease. To the Knowledge of the WarrantorsSellers, the lessor under each Lease is qualified and has obtained all Consents necessary to enter into such LeaseSellers, including as applicable, have not violated and are not currently in violation of any Consents required from the owner of the property demised pursuant to the Lease if the lessor is not terms or conditions under any such owner. There is no claim asserted against Leases in any Group Companymaterial respect, or to the Knowledge of the Warrantors, there is no claim asserted against the relevant lessor or threatened by any Person against any Group Company or the relevant lessor regarding the lessor’s ownership of the property demised pursuant to each Lease. Each Lease is in compliance with all applicable Laws, including with respect to the ownership and operation of property and conduct of business as now conducted by the applicable Group Company which is a party to such Lease. Each Group Company which is party to a Lease has accepted possession of the property demised pursuant to the Lease and is in actual possession thereof and has not sublet, assigned or hypothecated its leasehold interest. No Group Company uses any real property in the conduct of its business except insofar as it has secured a Lease with respect thereto. The leasehold interests under the Leases held by each Group Company are adequate for the conduct of the business of such Group Company as currently conducted and as proposed to be conducted. There exists no pending orand, to the Knowledge of the WarrantorsSellers, threatened condemnation, confiscation, eminent domain proceeding, dispute, claim, demand or similar proceeding with respect to, or which could materially and adversely affect, the continued use and enjoyment of such leasehold interests. To the Knowledge all of the Warrantorscovenants to be performed by any other party under any such Lease have been fully performed. Notwithstanding any other provision hereof, there are shall be no circumstances that would entitle any Governmental Authority or other Person to take possession or otherwise restrict use, possession or occupation transfer of any property subject rights under any Leases to any LeasesPurchaser . The use and operation Any rights to Leases shall be deemed to be part of the real properties subject to the Leases by the Group Companies is in compliance with all applicable Laws, including, without limitation, all applicable building codes, environmental, zoning, subdivision, and land use laws. None of the Group Companies has received notice from any Governmental Authority advising it of a violation (or an alleged violation) of any such laws or regulations“Excluded Assets”.

Real Property. No Group Company Seller owns or has legal or equitable title, leasehold interest or other right or interest in any no real property other than as held pursuant to Leasesproperty. Section 3.20(iiParagraph 6(i) of the Disclosure Schedule sets forth each leasehold interest pursuant to which any Group Company holds any parcel of real property (a “Lease”), indicating the parties to such Lease, the address of the property demised under the Lease, the rent payable under the Lease leased by Seller and the term of the Lease. The particulars of the Leases as set forth its Affiliates used in Section 3.20(ii) of the Disclosure Schedule are true and complete. Each Lease constitutes the entire agreement with respect to the property demised thereunder. To the Knowledge of the Warrantors, the lessor under each Lease is qualified and has obtained all Consents or necessary to enter into such Lease, including any Consents required from the owner of the property demised pursuant to the Lease if the lessor is not such owner. There is no claim asserted against any Group Company, or to the Knowledge of the Warrantors, there is no claim asserted against the relevant lessor or threatened by any Person against any Group Company or the relevant lessor regarding the lessor’s ownership of the property demised pursuant to each Lease. Each Lease is in compliance with all applicable Laws, including with respect to the ownership and operation of property and conduct of business as now conducted by the applicable Group Company which is a party to such Lease. Each Group Company which is party to a Lease has accepted possession of the property demised pursuant to the Lease and is in actual possession thereof and has not sublet, assigned or hypothecated its leasehold interest. No Group Company uses any real property in the conduct of its business except insofar as it has secured a Lease with respect thereto. The leasehold interests under the Leases held by each Group Company are adequate for the conduct of the business of such Group Company Acquired Business as currently conducted conducted, together with all rights, title and as proposed interest of Seller and its Affiliates in and to be conductedleasehold improvements relating thereto, including, but not limited to, security deposits, reserves or prepaid rents paid in connection therewith, (collectively, the “Leased Real Property”), and a true and complete list of all leases, subleases, licenses, concessions and other agreements (whether written or oral), including all amendments, extensions renewals, guaranties and other agreements with respect thereto, pursuant to which Seller holds any Leased Real Property (collectively, the “Leases”). There Seller has delivered to Xxxxxxxxx a true and complete copy of each Lease. With respect to each Lease: (i) such Lease is valid, binding, enforceable and in full force and effect, and Seller and its Affiliates enjoys peaceful and undisturbed possession of the Leased Real Property; (ii) Seller and its Affiliates are not in breach or default under such Lease, and no event has occurred or circumstance exists no pending orwhich, with the delivery of notice, passage of time or both, would constitute such a breach or default, and Seller and its Affiliates have paid all rent due and payable under such Lease; (iii) Seller and its Affiliates have not received nor given any notice of any default or event that with notice or lapse of time, or both, would constitute a default by Seller and its Affiliates under any of the Leases and, to the Knowledge of Seller and its Affiliates, no other party is in default thereof, and no party to any Lease has exercised any termination rights with respect thereto; (iv) Seller and its Affiliates has not subleased, assigned or otherwise granted to any Person the Warrantorsright to use or occupy such Leased Real Property or any portion thereof; and (v) Seller and its Affiliates has not pledged, mortgaged or otherwise granted an Encumbrance on its leasehold interest in any Leased Real Property.Seller and the Members have not received any written notice of (i) violations of building codes and/or zoning ordinances or other governmental or regulatory Laws affecting the Leased Real Property, (ii) existing, pending or threatened condemnationcondemnation proceedings affecting the Leased Real Property, confiscationor (iii) existing, eminent domain proceedingpending or threatened zoning, disputebuilding code or other moratorium proceedings, claim, demand or similar proceeding with respect to, or matters which could materially and reasonably be expected to adversely affectaffect the ability to operate the Leased Real Property as currently operated. Neither the whole nor any material portion of any Leased Real Property has been damaged or destroyed by fire or other casualty. Except as set forth in Paragraph 6(i) of the Disclosure Schedule, the Leased Real Property is sufficient for the continued use and enjoyment of such leasehold interests. To the Knowledge conduct of the Warrantors, there are no circumstances that would entitle any Governmental Authority or other Person Acquired Business in substantially the same manner as conducted prior to take possession or otherwise restrict use, possession or occupation of any property subject to any Leases. The use the date hereof and operation constitutes all of the real properties subject property necessary to conduct the Leases by the Group Companies is in compliance with all applicable Laws, including, without limitation, all applicable building codes, environmental, zoning, subdivision, and land use laws. None of the Group Companies has received notice from any Governmental Authority advising it of a violation (or an alleged violation) of any such laws or regulationsAcquired Business as currently conducted.

Real Property. No Group Company owns or (a) As of the date of this Agreement, the Seller has legal or equitable title, valid title to the leasehold interest or other right or interest estate (as lessee) in any the real property other than as held pursuant to Leases. Section 3.20(ii) of the Disclosure Schedule sets forth each leasehold interest pursuant to which any Group Company holds any real property (a “Lease”), indicating the parties to such Lease, the address of the property demised under the Lease, the rent payable under the Lease and the term of the Lease. The particulars of the Leases as set forth in Section 3.20(ii3.10(a) of the Seller Disclosure Schedule are true Schedules (the “Transferred Leased Property”), free and completeclear of all Liens, other than Permitted Liens. Following the consummation of the Pre-Closing Reorganization Transactions, the Company will have valid title to the leasehold estate (as lessee in the Transferred Leased Property), free and clear of all Liens, other than Permitted Liens. True and complete copies of each Lease (including all amendments and modifications) under which the Transferred Leased Property is held (each, a “Real Property Lease”) have been made available to Purchaser. Each Real Property Lease constitutes the entire agreement is in full force and effect and is enforceable in accordance with respect its terms, subject to the property demised thereundereffect of any Laws relating to bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance or preferential transfers, or similar Laws relating to or affecting creditors’ rights generally and subject, as to enforceability, to the effect of general principles of equity (regardless of whether such enforceability is considered in a Proceeding in equity or at law). To the Knowledge of the Warrantors, the lessor under each Lease is qualified and has obtained all Consents necessary to enter into such Lease, including any Consents required from the owner of the property demised pursuant to the Lease if the lessor is not such owner. There is no claim asserted against any Group Company, or to the Knowledge of the WarrantorsSeller, there is no claim asserted against the relevant lessor or threatened by default under any Person against any Group Company or the relevant lessor regarding the lessor’s ownership of the property demised pursuant to each Lease. Each Real Property Lease is in compliance with all applicable Laws, including with respect to the ownership and operation of property and conduct of business as now conducted by the applicable Group Company which is a party to such Lease. Each Group Company which is party to a Lease has accepted possession of the property demised pursuant to the Lease and is in actual possession thereof and has not sublet, assigned or hypothecated its leasehold interest. No Group Company uses any real property in the conduct of its business except insofar as it has secured a Lease with respect thereto. The leasehold interests under the Leases held by each Group Company are adequate for the conduct of the business of such Group Company as currently conducted and as proposed to be conducted. There exists no pending Seller or, to the Knowledge of Seller, by any other party thereto and no event has occurred or circumstance exists which, with the Warrantorsdelivery of notice, threatened condemnationthe passage of time or both, confiscation, eminent domain proceeding, dispute, claim, demand would constitute a breach or similar proceeding default under such Real Property Lease. Seller has not received written notice that (i) it is in default under any Real Property Lease and such default has not been cured or (ii) a party to a Real Property Lease (other than the Seller) is exercising a termination right with respect to, or which could materially and adversely affect, the continued use and enjoyment of to such leasehold interestsReal Property Lease. To the Knowledge of Seller, Xxxxxx’s possession and quiet enjoyment of the WarrantorsTransferred Leased Property under the applicable Real Property Lease has not been disturbed and, to the Seller’s Knowledge, there are no circumstances that would entitle any Governmental Authority or other Person to take possession or otherwise restrict use, possession or occupation of any property subject disputes with respect to any Leases. The use and operation of the real properties subject to the Leases by the Group Companies is in compliance with all applicable Laws, including, without limitation, all applicable building codes, environmental, zoning, subdivision, and land use laws. None of the Group Companies has received notice from any Governmental Authority advising it of a violation (or an alleged violation) of any such laws or regulationsReal Property Lease.

Real Property. No Group Company owns or has legal or equitable title, leasehold interest or other right or interest in any real property other than as held pursuant to Leases. Section 3.20(ii) 5.10 of the Disclosure Schedule sets forth each leasehold interest pursuant to which any Group Company holds any lists all real property and interests in real property leased by or to Seller (each, a “LeaseLeased Property”). Seller has delivered or made available to Purchaser complete and accurate copies of all such leases, indicating the parties including any subleases, and any operating agreements relating thereto. With respect to such Leaseeach Leased Property, the address of the property demised under the Lease, the rent payable under the Lease and the term of the Lease. The particulars of the Leases except as set forth in Section 3.20(ii) 5.10 of the Disclosure Schedule are true Schedule: (i) Seller has good and complete. Each Lease constitutes the entire agreement with respect valid title to the property demised thereunder. To leasehold estate relating thereto, free and clear of all Liens (other than Permitted Liens and Liens which would not reasonably be expected to materially impair the Knowledge current uses or the occupancy by Seller of such Leased Property), leases, assignments, subleases, easements, covenants, rights of way and other similar restrictions of any nature whatsoever, other than those identified in the leases and operating agreements provided to Purchaser; (ii) the lease relating to such Leased Property is in writing and is a valid and binding obligation of Seller, in full force and effect; (iii) the lease relating to such Leased Property will, immediately following the Closing Date and upon the receipt of any applicable consent of the Warrantorslessor, the lessor under each Lease is qualified continue to be valid and has obtained all Consents necessary to enter into such Leasebinding obligation of Seller, including any Consents required from the owner of the property demised pursuant to the Lease if the lessor in full force and effect; (iv) Seller is not such owner. There is no claim asserted against any Group Company, or to the Knowledge of the Warrantors, there is no claim asserted against the relevant lessor or threatened by any Person against any Group Company or the relevant lessor regarding the lessor’s ownership of the property demised pursuant to each Lease. Each Lease is in compliance with all applicable Laws, including with respect to the ownership and operation of property and conduct of business as now conducted by the applicable Group Company which is a party to such Lease. Each Group Company which is party to a Lease has accepted possession of the property demised pursuant to the Lease and is in actual possession thereof and has not sublet, assigned or hypothecated its leasehold interest. No Group Company uses any real property in the conduct of its business except insofar as it has secured a Lease with respect thereto. The leasehold interests under the Leases held by each Group Company are adequate for the conduct of the business of such Group Company as currently conducted and as proposed to be conducted. There exists no pending orand, to the Knowledge of the WarrantorsSeller, threatened condemnationno other party to the lease relating to such Leased Property is, confiscationin breach or violation of, eminent domain proceedingor in default under, dispute, claim, demand such lease; (v) all facilities included in such Leased Property are supplied with utilities and other services adequate for the operation of such facilities in the manner currently used by Seller; (vi) all rents due on the lease relating to such Leased Property have been paid; (vii) the current use by Seller of the facilities located on such Leased Property does not violate any local zoning or similar proceeding land use requirement or other Law in any material respect; and (viii) all necessary third party consents, approvals, filings and registrations required to be obtained by Seller with respect toto such leases in connection with the transactions contemplated by this Agreement or otherwise, have been made or which could materially and adversely affect, the continued use and enjoyment of such leasehold interests. To the Knowledge of the Warrantors, there are no circumstances that would entitle any Governmental Authority obtained or other Person to take possession or otherwise restrict use, possession or occupation of any property subject to any Leases. The use and operation of the real properties subject will be obtained prior to the Leases by Closing, other than where the Group Companies is failure to make or obtain such consent, approval, filing or registration would not be reasonably expected to result in compliance with all applicable Laws, including, without limitation, all applicable building codes, environmental, zoning, subdivision, and land use laws. None of the Group Companies has received notice from any Governmental Authority advising it of a violation (or an alleged violation) of any such laws or regulationsMaterial Adverse Change.

Real Property. No Group Company owns or has legal or equitable title, leasehold interest or other right or interest in any (a) The Real Property is the only real property other than as held pursuant to Leases. Section 3.20(ii) owned or leased by the Selling Parties and used by the Selling Parties in the operation of the Disclosure Schedule sets forth each leasehold interest pursuant to which any Group Company holds any real property (a “Lease”), indicating the parties to such Lease, the address of the property demised under the Lease, the rent payable under the Lease and the term of the LeasePurchased Business. The particulars of the Leases as set forth in Section 3.20(ii) of the Disclosure Schedule are true and complete. Each Lease constitutes the entire agreement with With respect to the property demised thereunder. To Real Property: (i) Synalloy has good, valid and marketable fee simple title to such parcel, free and clear of any Lien except for the Knowledge Permitted Liens; (ii) there are no leases, subleases, licenses, concessions, or other Contracts, written or oral, granting to any Person the right of use or occupancy of any portion of the WarrantorsReal Property; (iii) there are no outstanding options or rights of first refusal to purchase the Real Property, or any portion thereof or interest therein; (iv) the lessor under each Lease is qualified Real Property has permanent, direct, immediate and uninterrupted rights of access to dedicated public rights of way and roads sufficient for the operation of the Purchased Business, and Synalloy has obtained all Consents necessary curb cut permits or other necessary authorization from all applicable Governmental or Regulatory Authorities allowing Synalloy to enter connect and/or tie the Real Property directly into such Lease, including any Consents required public rights of way; (v) no fact or condition exists which would prohibit or adversely affect the ordinary rights of access to and from the owner Real Property from and to the existing highways and roads and there is no pending or threatened restriction or denial, governmental or otherwise, upon such ingress and egress; (vi) except for the Permitted Liens, the Real Property may be used and occupied for the Purchased Business, and no Laws prohibit the occupancy of the property demised pursuant to Real Property for such purpose; (vii) there are no commitments or agreements with any Governmental or Regulatory Authority affecting the Lease if Real Property that would be binding on the lessor is Buying Parties after the Closing Date that have not such owner. There is no claim asserted against been specifically disclosed in writing in Schedule 3.4(a); (viii) the Selling Parties have not received notice of any Group Companycondemnation, proposed condemnation or any similar proceeding affecting the Real Property and to the Knowledge of the WarrantorsSelling Parties, no such condemnations, proposed condemnations or any similar proceedings affecting the Real Property are planned; (ix) the Real Property is serviced by public utilities or utilities that are available to the Real Property by valid, unencumbered and appurtenant easements, all such utilities are installed and operating and all installation and connection charges with respect thereto have been paid in full; (x) all Permits for use of such utilities have been obtained from all Governmental or Regulatory Authorities or other entities regulating the use thereof, and there is sufficient water, sewer, gas and electricity available to the Real Property to service properly the Purchased Business; (xi) there is not any claim of adverse possession or prescriptive rights involving the Real Property, and there are no claim asserted against the relevant lessor or threatened by parties in possession of any Person against any Group Company or the relevant lessor regarding the lessor’s ownership portion of the property demised pursuant to each Lease. Each Lease is in compliance with all applicable Laws, including with respect to Real Property other than the ownership Selling Parties; and operation of property and conduct of business as now conducted by the applicable Group Company which is a party to such Lease. Each Group Company which is party to a Lease has accepted possession of the property demised pursuant to the Lease and is in actual possession thereof and has not sublet, assigned or hypothecated its leasehold interest. No Group Company uses any real property in the conduct of its business except insofar as it has secured a Lease with respect thereto. The leasehold interests under the Leases held by each Group Company are adequate for the conduct of the business of such Group Company as currently conducted and as proposed to be conducted. There exists (xii) no pending orpublic improvements have been commenced and, to the Knowledge of the WarrantorsSelling Parties, threatened condemnationno such public improvements are planned, confiscation, eminent domain proceeding, dispute, claim, demand or similar proceeding with respect to, or which could materially and adversely affect, the continued use and enjoyment of such leasehold interests. To the Knowledge of the Warrantors, there are no circumstances that would entitle any Governmental Authority or other Person to take possession may result in special assessments against or otherwise restrict use, possession or occupation of any property subject to any Leases. The use and operation of materially adversely affect the real properties subject to the Leases by the Group Companies is in compliance with all applicable Laws, including, without limitation, all applicable building codes, environmental, zoning, subdivision, and land use laws. None of the Group Companies has received notice from any Governmental Authority advising it of a violation (or an alleged violation) of any such laws or regulationsReal Property.

Real Property. No Group Company owns Seller does not own or has legal hold (directly or equitable titleindirectly, leasehold interest beneficially or other right or interest in otherwise) title to any real property other than as held pursuant relating to Leasesor used in the Business. Section 3.20(iiSeller does not hold any option, right of first refusal or similar right to purchase any parcel of real property or any portion thereof or interest therein relating to or used in the Business. Part (b) of the Disclosure Schedule SCHEDULE 4.5 sets forth each leasehold interest all real property and Facilities leased by Seller (as lessee) and relating to or used in the Business. Such leases constitute all leases, subleases or other occupancy agreements pursuant to which any Group Company holds any Seller occupies or uses real property and/or Facilities. Seller has good and valid leasehold title to, and enjoys peaceful and undisturbed possession of, all leased property described in such leases (a “Lease”the "LEASED PROPERTY"), indicating the parties to such Lease, the address free and clear of any and all Encumbrances other than any Permitted Encumbrances not in violation of the property demised under the Lease, the rent payable under the Lease and the term terms of the Leaselease therefor. The particulars of the Leases as set forth in Section 3.20(ii) of the Disclosure Schedule are true and complete. Each Lease constitutes the entire agreement with With respect to the property demised thereunder. To the Knowledge of the Warrantorseach such lease, the lessor under each Lease is qualified and has obtained all Consents necessary to enter into such Lease, including any Consents required from the owner of the property demised pursuant (x) to the Lease if the lessor is not such owner. There is no claim asserted against any Group Company, or to the Knowledge knowledge of the Warrantors, there is no claim asserted against the relevant lessor or threatened by any Person against any Group Company or the relevant lessor regarding the lessor’s ownership of the property demised pursuant to each Lease. Each Lease is in compliance with all applicable Laws, including with respect to the ownership and operation of property and conduct of business as now conducted by the applicable Group Company which is a party to such Lease. Each Group Company which is party to a Lease has accepted possession of the property demised pursuant to the Lease and is in actual possession thereof and has not sublet, assigned or hypothecated its leasehold interest. No Group Company uses any real property in the conduct of its business except insofar as it has secured a Lease with respect thereto. The leasehold interests under the Leases held by each Group Company are adequate for the conduct of the business of such Group Company as currently conducted and as proposed to be conducted. There exists no pending or, to the Knowledge of the Warrantors, threatened condemnation, confiscation, eminent domain proceeding, dispute, claim, demand or similar proceeding with respect to, or which could materially and adversely affect, the continued use and enjoyment of such leasehold interests. To the Knowledge of the WarrantorsSeller, there are no circumstances that would entitle pending or threatened condemnation proceedings relating to the Leased Property or any Governmental Authority pending or threatened Actions relating to the Leased Property, (y) neither Seller nor, to the knowledge of Seller, any third party, has entered into any sublease, license, option, right, concession or other Person agreement or arrangement, written or oral, granting to take possession any person the right to use or occupy such Leased Property or any portion thereof or interest therein; and (z) Seller has not received notice of any pending or threatened special assessment relating to the Leased Property or otherwise restrict use, possession or occupation of has any property subject to any Leases. The use and operation of the real properties subject to the Leases by the Group Companies is in compliance with all applicable Laws, including, without limitation, all applicable building codes, environmental, zoning, subdivision, and land use laws. None of the Group Companies has received notice from any Governmental Authority advising it of a violation (or an alleged violation) knowledge of any such laws pending or regulationsthreatened special assessment.

Real Property. No Group (a) Neither the Company owns or nor any of its Subsidiaries has legal or equitable title, leasehold interest or other right or interest in any real property other than as held pursuant to LeasesOwned Property. Section 3.20(ii) of the Disclosure Schedule 2.24 attached hereto sets forth the address of each leasehold interest Leased Property and a true and complete list of all leases, subleases and other occupancy agreements (written and oral), including all amendments, extensions and other modifications pursuant to which any Group the Company holds any real property and its Subsidiaries hold Leased Property (a the “LeaseLeases”). The Company has previously delivered to Buyer true, indicating complete and correct copies of all the parties to such Leases and, in the case of an oral Lease, the address a written summary of the property demised under the Lease, the rent payable under the Lease material terms thereof. The Company and the term its Subsidiaries have a good and valid leasehold interest in and to all of the LeaseLeased Property, subject to no Liens except for Permitted Liens. The particulars of the Leases Except as set forth in Section 3.20(ii) of the Disclosure Schedule are true and complete. Each Lease constitutes the entire agreement 2.24, with respect to the property demised thereunder. To the Knowledge each of the WarrantorsLeases: (i) the Lease is legal, valid, binding and in full force and effect and is enforceable in accordance with its terms; (ii) there exists no default or condition which, with the giving of notice, the lessor passage of time or both, could become a default under each Lease any Lease; (iii) no consent, waiver, approval or authorization is qualified and has obtained all Consents necessary to enter into such Lease, including any Consents required from the owner landlord under any Lease as a result of the property demised pursuant to execution of this Agreement or the consummation of the transactions contemplated hereby; (iv) the Company’s or its Subsidiaries’ possession and quiet enjoyment of the Leased Property under such Lease if the lessor is has not such owner. There is no claim asserted against any Group Companybeen disturbed, or and to the Knowledge of the Warrantors, there is no claim asserted against the relevant lessor or threatened by any Person against any Group Company or the relevant lessor regarding the lessor’s ownership of the property demised pursuant to each Lease. Each Lease is in compliance with all applicable Laws, including with respect to the ownership and operation of property and conduct of business as now conducted by the applicable Group Company which is a party to such Lease. Each Group Company which is party to a Lease has accepted possession of the property demised pursuant to the Lease and is in actual possession thereof and has not sublet, assigned or hypothecated its leasehold interest. No Group Company uses any real property in the conduct of its business except insofar as it has secured a Lease with respect thereto. The leasehold interests under the Leases held by each Group Company are adequate for the conduct of the business of such Group Company as currently conducted and as proposed to be conducted. There exists no pending or, to the Knowledge of the Warrantors, threatened condemnation, confiscation, eminent domain proceeding, dispute, claim, demand or similar proceeding with respect to, or which could materially and adversely affect, the continued use and enjoyment of such leasehold interests. To the Knowledge of the WarrantorsSubsidiaries, there are no circumstances that would entitle disputes with respect to such Lease; (v) no security deposit or portion thereof deposited with respect such Lease has been applied in respect of a breach or default under such Lease which has not been redeposited in full; (vi) neither the Company nor any Governmental Authority of its Subsidiaries owes and will not owe in the future, any brokerage commissions or finder’s fees with respect to such Lease; (vii) the other Person party to take possession such Lease is not an Affiliate of, and otherwise does not have any economic interest in, the Company or its Subsidiaries; (viii) neither the Company nor any of its Subsidiaries has subleased, licensed or otherwise restrict use, possession granted any Person the right to use or occupation of occupy such Leased Property or any property subject to any Leases. The use portion thereof; and operation of (ix) there are no Liens on the real properties subject to the Leases estate or interest created by the Group Companies is in compliance with all applicable Laws, including, without limitation, all applicable building codes, environmental, zoning, subdivision, and land use laws. None of the Group Companies has received notice from any Governmental Authority advising it of a violation (or an alleged violation) of any such laws or regulationsLease.

Real Property. Schedule 9 is a true and complete list of all real property leased by the Company (collectively, the "Leased Real Property"), and, except as set forth on such Schedule 9, the Company has valid and enforceable leasehold interests in all of the Leased Real Property under leases (the "Leases") described in such Schedule 9, in each case free and clear of all Liens. True, correct and complete copies of the Leases have previously been given to Seller by Purchaser. Each Lease is currently in full force and effect without any material default thereunder by the Company or, to the knowledge of Purchaser, by any other parties thereto. No Group condemnation or rezoning Proceeding is pending or, to the knowledge of Purchaser, threatened which would impair the use of the Leased Real Property in the Business. Neither the Company owns nor any other party to any such Lease has notified the other of any intent or desire to terminate such Lease or modify it in any material respect. No fact or circumstance exists which, with or without the lapse of time or notice or both, would constitute a material default under any such Lease. All rent due to date under each such Lease has legal been paid. No real property leased to the Company violates any applicable Law. The Company does not use or equitable title, leasehold interest occupy any real property in connection with the Business other than the Leased Real Property and certain on-site office space at each Managed Property occupied by the Company pursuant to Property Management Contracts. The Company does not own or other right or interest in occupy any real property other than as held pursuant to Leasesthe Leased Real Property. Section 3.20(ii) of the Disclosure Schedule sets forth each leasehold interest pursuant to which any Group Company holds any real property (a “Lease”), indicating the parties to such Lease, the address of the property demised under the Lease, the rent payable under the Lease and the term of the Lease. The particulars of the Leases as set forth in Section 3.20(ii) of the Disclosure Schedule are true and complete. Each Lease constitutes the entire agreement with With respect to the property demised thereunder. To Lease described on Schedule 9.1 (relating to the Knowledge Sunrise Office), such Lease (A) is terminable by landlord or tenant at any time upon thirty (30) days notice, and (B) may only be assigned to Seller at Closing with the consent of the Warrantors, the lessor under each Lease is qualified and has obtained all Consents necessary to enter into such Lease, including any Consents required from the owner of the property demised pursuant landlord. With respect to the Lease if the lessor is not such owner. There is no claim asserted against any Group Company, or described in Schedule 9 relating to the Knowledge Tampa Office, Purchaser agrees that the Company has previously offered a notice of termination, and Purchaser agrees that following the Warrantors, there is no claim asserted against the relevant lessor or threatened by any Person against any Group Company or the relevant lessor regarding the lessor’s ownership of the property demised pursuant to each Lease. Each Lease is in compliance with all applicable Laws, including with respect to the ownership and operation of property and conduct of business as now conducted by the applicable Group Company which is a party to such Lease. Each Group Company which is party to a Lease has accepted possession of the property demised pursuant to the Lease and is in actual possession thereof and has not sublet, assigned or hypothecated its leasehold interest. No Group Company uses any real property in the conduct of its business except insofar as it has secured a Lease with respect thereto. The leasehold interests under the Leases held by each Group Company are adequate for the conduct of the business of such Group Company as currently conducted and as proposed to be conducted. There exists no pending or, to the Knowledge of the Warrantors, threatened condemnation, confiscation, eminent domain proceeding, dispute, claim, demand or similar proceeding with respect to, or which could materially and adversely affectClosing, the continued use Company shall be fully and enjoyment completely responsible for any amounts due on account of such leasehold interests. To the Knowledge of the Warrantors, there are no circumstances that would entitle any Governmental Authority or other Person to take possession or otherwise restrict use, possession or occupation of any property subject to any Leases. The use and operation of the real properties subject to the Leases by the Group Companies is in compliance with all applicable LawsLease, including, without limitation, all any fees, charges or other amounts that may be due the applicable building codes, environmental, zoning, subdivision, and land use laws. None landlord on account of the Group Companies has received notice from any Governmental Authority advising it of a violation (or an alleged violation) of any such laws or regulationstermination.

Real Property. No Group Company owns or has legal or equitable title, leasehold interest or other right or interest in any Schedule 8.8 identifies all of the real property other than as held pursuant to Leases. Section 3.20(ii) of owned by Holdings and its Subsidiaries (collectively, the Disclosure Schedule sets forth each leasehold interest pursuant to which any Group Company holds any real property (a “LeaseOwned Real Property”), indicating and any leases, subleases, licenses or other occupancy agreements, property management contracts, or other agreements affecting the parties use, occupation, and management of the Owned Real Property. Each of Holdings and its Subsidiaries, as the case may be, has record fee title to such Leasethe Owned Real Property owned by it, subject to no Encumbrances other than Permitted Encumbrances, and there are no contractual or legal restrictions that preclude or restrict the ability to use the Owned Real Property for the purposes for which it is currently being used. There are no outstanding options, rights of first offer or rights of first refusal to any third party to purchase, lease or otherwise occupy the Owned Real Property or any portion thereof. The Seller has provided, or caused to be provided, to the Purchaser, as of the date hereof, correct and complete copies of all deeds, mortgages, deeds of trust, other Encumbrances, title insurance policies or commitments, surveys, certificates of occupancy, Permits, environmental reports, appraisals, title and other documents relating to or otherwise affecting the Owned Real Property, the address operations of Holdings and its Subsidiaries thereon, or any other uses thereof, in the possession of Holdings and its Subsidiaries. Neither Holdings nor its Subsidiaries has entered into contract for the sale of the property demised under Owned Real Property or any portion thereof, or leased, subleased, licensed or otherwise granted to any Person the Leaseright to use or occupy the Owned Real Property or any portion thereof, and no other Person has any right to use or occupy the rent payable under the Lease and the term of the LeaseOwned Real Property or any portion thereof. The particulars of Purchaser shall accept title to the Leases as set forth in Section 3.20(ii) of the Disclosure Schedule are true Owned Real Property subject to all present and complete. Each Lease constitutes the entire agreement future zoning, building, environmental and other Laws having jurisdiction with respect to the property demised thereunderOwned Real Property. To the Knowledge of the Warrantors, the lessor under each Lease is qualified and has obtained all Consents necessary to enter into such Lease, including any Consents required from the owner of the property demised pursuant to the Lease if the lessor is not such owner. There is no claim asserted against any Group Company, or to the Knowledge of the Warrantors, there is no claim asserted against the relevant lessor or threatened by any Person against any Group Company or the relevant lessor regarding the lessor’s ownership of the property demised pursuant to each Lease. Each Lease is in compliance with all applicable Laws, including with respect to the ownership and operation of property and conduct of business as now conducted by the applicable Group Company which is a party to such Lease. Each Group Company which is party to a Lease has accepted possession of the property demised pursuant to the Lease and is in actual possession thereof and has not sublet, assigned or hypothecated its leasehold interest. No Group Company uses any real property in the conduct of its business except insofar as it has secured a Lease with respect thereto. The leasehold interests under the Leases held by each Group Company are adequate for the conduct of the business of such Group Company as currently conducted and as proposed to be conducted. There exists no pending or, to the Knowledge of the Warrantors, threatened condemnation, confiscation, eminent domain proceeding, dispute, claim, demand or similar proceeding with respect to, or which could materially and adversely affect, the continued use and enjoyment of such leasehold interests. To the Knowledge of the WarrantorsHoldings, there are no circumstances that would entitle any Governmental Authority condemnation proceedings or other Person to take possession or otherwise restrict use, possession or occupation eminent domain proceedings of any property subject to kind pending or threatened against any Leases. The use and operation of the real properties subject to the Leases by the Group Companies is in compliance with all applicable Laws, including, without limitation, all applicable building codes, environmental, zoning, subdivision, and land use laws. None of the Group Companies has received notice from any Governmental Authority advising it of a violation (or an alleged violation) of any such laws or regulationsOwned Real Property.

Real Property. No Group Company owns or has legal or equitable title, leasehold interest or other right or interest in any real property other than as held pursuant to Leases. (a) Section 3.20(ii4.10(a) of the Disclosure Schedule Schedules sets forth each leasehold interest pursuant to which any Group Company holds any parcel of real property owned by each Seller and used in or necessary for the conduct of the Business as currently conducted (a together with all buildings, fixtures, structures and improvements situated thereon and all easements, rights-of-way and other rights and privileges appurtenant thereto, collectively, the “LeaseOwned Real Property”), indicating the parties to such Lease, the address of the property demised under the Lease, the rent payable under the Lease and the term of the Lease. The particulars of the Leases as set forth in Section 3.20(ii) of the Disclosure Schedule are true and complete. Each Lease constitutes the entire agreement with respect to the property demised thereunder. To the Knowledge of the Warrantors, the lessor under each Lease is qualified and has obtained all Consents necessary to enter into such Lease, including any Consents required from the owner of the property demised pursuant to the Lease if the lessor is not such owner. There is no claim asserted against any Group Company, or to the Knowledge of the Warrantors, there is no claim asserted against the relevant lessor or threatened by any Person against any Group Company or the relevant lessor regarding the lessor’s ownership of the property demised pursuant to each Lease. Each Lease is in compliance with all applicable Laws, including with respect to each property, the ownership address location and operation use. Seller Parent has delivered to Buyer Parent copies of property the deeds and conduct other instruments (as recorded) by which any Seller acquired such parcel of business as now conducted by Owned Real Property, and copies of all title insurance policies, opinions, abstracts and surveys in the applicable Group Company which is a party possession of such Seller with respect to such Leaseparcel. Each Group Company which is party With respect to a Lease each parcel of Real Property: (i) except as set forth on Section 4.10(a)(i), no Seller has accepted possession leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof; and (ii) there are no unrecorded outstanding options, rights of first offer or rights of first refusal to purchase such Owned Real Property or any portion thereof or interest therein. (b) Section 4.10(b) of the property demised pursuant to the Lease and is in actual possession thereof and has not sublet, assigned or hypothecated its leasehold interest. No Group Company uses any Disclosure Schedules sets forth each parcel of real property in the conduct of its business except insofar as it has secured a Lease with respect thereto. The leasehold interests under the Leases held leased by each Group Company are adequate Seller and used in or necessary for the conduct of the business of such Group Company Business as currently conducted (together with all rights, title and as proposed interest of such Seller in and to be conductedleasehold improvements relating thereto, including, but not limited to, security deposits, reserves or prepaid rents paid in connection therewith, collectively, the “Leased Real Property”), and a true and complete list of all leases, subleases, licenses, concessions and other agreements (whether written or oral), including all amendments, extensions renewals, guaranties and other agreements with respect thereto, pursuant to which such Seller holds any Leased Real Property (collectively, the “Leases”). There Seller Parent has delivered to Buyer Parent a true and complete copy of each Lease. With respect to each Lease: (i) such Lease is valid, binding, enforceable and in full force and effect, and each Seller enjoys peaceful and undisturbed possession of the Leased Real Property; (ii) no Seller is in breach or default under such Lease, and no event has occurred or circumstance exists which, with the delivery of notice, passage of time or both, would constitute such a breach or default, and each Seller has paid all rent due and payable under such Lease; (iii) no pending orSeller has received or given any notice of any default or event that with notice or lapse of time, or both, would constitute a default by such Seller under any of the Leases and, to the Knowledge of Seller Parent, no other party is in default thereof, and no party to any Lease has exercised any termination rights with respect thereto; (iv) no Seller has subleased, assigned or otherwise granted to any Person the Warrantorsright to use or occupy such Leased Real Property or any portion thereof; and (v) no Seller has pledged, mortgaged or otherwise granted an Encumbrance on its leasehold interest in any Leased Real Property. (c) No Seller has received any written notice of (i) violations of building codes and/or zoning ordinances or other governmental or regulatory Laws affecting the Real Property, (ii) existing, pending or threatened condemnationcondemnation proceedings affecting the Real Property, confiscationor (iii) existing, eminent domain proceedingpending or threatened zoning, disputebuilding code or other moratorium proceedings, claim, demand or similar proceeding with respect to, or matters which could materially and reasonably be expected to adversely affect, affect the continued use and enjoyment ability to operate the Real Property as currently operated. Neither the whole nor any material portion of such leasehold interests. To the Knowledge of the Warrantors, there are no circumstances that would entitle any Governmental Authority Real Property has been damaged or destroyed by fire or other Person to take possession or otherwise restrict use, possession or occupation of any property subject to any Leasescasualty. The use and operation of the real properties subject to the Leases by the Group Companies is in compliance with all applicable Laws, including, without limitation, all applicable building codes, environmental, zoning, subdivision, and land use laws. None of the Group Companies has received notice from any Governmental Authority advising it of a violation (or an alleged violation) of any such laws or regulations.Section 4.11

Real Property. No Group Neither the Company owns or nor any Subsidiary now and has legal or equitable title, leasehold interest or other right or interest in not at any time owned any real property other than as held pursuant to Leasesproperty. Section 3.20(ii) Schedule 5.7 hereto sets forth a complete and correct list of the Disclosure Schedule sets forth each leasehold interest pursuant agreements related to which any Group Company holds any all real property leased, subleased, licensed, operated or occupied by the Company or any Subsidiary (a collectively the “LeaseCompany Leases”), indicating ) and the parties to such Lease, the address location of the property demised under the Lease, the rent payable under the Lease and the term of the Leasepremises. The particulars of premises subject to the Company Leases are hereinafter referred to as “Company Leased Property.” Except as set forth in Section 3.20(ii) Schedule 5.7 hereto, neither the Company, any Subsidiary nor, to the Company’s knowledge, any other party is in default under any of the Disclosure Schedule are true and complete. Each Lease constitutes the entire agreement with respect Company Leases (nor to the Company’s knowledge does there exist any condition which, upon the passage of time or the giving of notice or both, would cause a default). Except as set forth in Schedule 5.7 hereto, no Company Leased Property is occupied by a third party other than the Company or its Subsidiaries, and, to the Company’s knowledge, no third party has a right to occupy such property demised thereunderother than the Company or its Subsidiaries. The Company has provided to the Buyer complete and correct copies of all the Company Leases, including all amendments thereto; no term or condition of any of the Company Leases has been modified, amended or waived except as shown in such copies; and there are no other agreements or arrangements whatsoever relating to the Company’s or its Subsidiaries’ use or occupancy of any of the Company Leased Property. Neither the Company nor its Subsidiaries have transferred, mortgaged or assigned any interest in any of the Company Leases. To the Knowledge of the Warrantors, the lessor under each Lease is qualified and has obtained all Consents necessary to enter into such Lease, including any Consents required from the owner of the property demised pursuant to the Lease if the lessor is not such owner. There is no claim asserted against any Group Company, or to the Knowledge of the Warrantors’s knowledge, there is no claim asserted against the relevant lessor pending or threatened by condemnation or similar proceeding affecting any Person against Company Leased Property or any Group portion thereof, each Company Leased Property is supplied with utilities and other services sufficient to operate the business of the Company or its Subsidiaries, as applicable, as presently conducted and neither the relevant lessor regarding the lessor’s ownership operations of the property demised pursuant Company or its Subsidiaries on the Company Leased Property violate in any material manner any applicable zoning requirement, or classification or statute relating to each Leasesuch operations in the particular property. Each Lease The Company Leased Property is in compliance with all applicable Laws, including with respect to good operating condition and repair and is suitable for the ownership and operation of property and conduct of business as now presently conducted by the applicable Group Company which is a party to such Lease. Each Group Company which is party to a Lease has accepted possession of the property demised pursuant to the Lease and is in actual possession thereof and has not sublet, assigned or hypothecated its leasehold interest. No Group Company uses any real property in the conduct of its business except insofar as it has secured a Lease with respect thereto. The leasehold interests under the Leases held by each Group Company are adequate for the conduct of the business of such Group Company as currently conducted and as proposed to be conducted. There exists no pending or, to the Knowledge of the Warrantors, threatened condemnation, confiscation, eminent domain proceeding, dispute, claim, demand or similar proceeding with respect to, or which could materially and adversely affect, the continued use and enjoyment of such leasehold interests. To the Knowledge of the Warrantors, there are no circumstances that would entitle any Governmental Authority or other Person to take possession or otherwise restrict use, possession or occupation of any property subject to any Leases. The use and operation of the real properties subject to the Leases by the Group Companies is in compliance with all applicable Laws, including, without limitation, all applicable building codes, environmental, zoning, subdivision, and land use laws. None of the Group Companies has received notice from any Governmental Authority advising it of a violation (or an alleged violation) of any such laws or regulationstherein.

Real Property. No Group (a) Other than the real property being acquired pursuant to the Real Estate Purchase Agreement, the Company owns or does not now own or, at any time, has legal or equitable title, leasehold interest or other right or interest in owned any real property. Schedule 3.15(a)(i) hereto sets forth a complete and correct list of all real property other than as held pursuant to leased, subleased, licensed, operated or occupied by the Company (collectively the “Company Leases. Section 3.20(ii”) and the location of the Disclosure Schedule sets forth each leasehold interest pursuant to which any Group Company holds any real property (a “Lease”), indicating the parties to such Lease, the address of the property demised under the Lease, the rent payable under the Lease and the term of the Leasepremises. The particulars of premises subject to the Company Leases are hereinafter referred to as “Company Leased Property”. Except as set forth in Section 3.20(iiSchedule 3.15(a)(ii) hereto, neither the Company, nor, to the Company’s knowledge, any other party is in default under any of the Disclosure Company Leases, nor does there exist any condition which, upon the passage of time or the giving of notice or both, would cause a default, nor has any waiver, indulgence or postponement of any of the Company’s obligations, as lessees, been granted by any owner of the Company Leased Property. All rent and other sums and charges payable by the Company as lessee or sublessee under the Company Leases are current. Except as set forth in Schedule are true and complete. Each Lease constitutes 3.15(a)(i) hereto, no Company Leased Property is occupied by a third party other than the entire agreement with respect Company, and, to the Company’s knowledge, no third party has a right to occupy such property demised thereunderother than the Company. The Company has provided to the Parent complete and correct copies of all the Company Leases, including all amendments thereto; no term or condition of any of the Company Leases has been modified, amended or waived except as shown in such copies; and there are no other agreements or arrangements whatsoever relating to the Company’s use or occupancy of any of the Company Leased Property. The Company has not transferred, mortgaged or assigned any interest in any of the Company Leases. To the Knowledge of the Warrantors, the lessor under each Lease is qualified and has obtained all Consents necessary to enter into such Lease, including any Consents required from the owner of the property demised pursuant to the Lease if the lessor is not such owner. There is no claim asserted against any Group Company, or to the Knowledge of the Warrantors’s knowledge, there is no claim asserted against the relevant lessor pending or threatened by condemnation or similar proceeding affecting any Person against Company Leased Property or any Group portion thereof, and each Company or Leased Property is supplied with utilities and other services sufficient to operate the relevant lessor regarding the lessor’s ownership business of the property demised pursuant to each LeaseCompany as presently conducted. Each Lease The Company Leased Property is in compliance with all applicable Laws, including with respect to good operating condition and repair and is suitable for the ownership and operation of property and conduct of business as now presently conducted by the applicable Group Company which is a party to such Lease. Each Group Company which is party to a Lease has accepted possession of the property demised pursuant to the Lease and is in actual possession thereof and has not sublet, assigned or hypothecated its leasehold interest. No Group Company uses any real property in the conduct of its business except insofar as it has secured a Lease with respect thereto. The leasehold interests under the Leases held by each Group Company are adequate for the conduct of the business of such Group Company as currently conducted and as proposed to be conducted. There exists no pending or, to the Knowledge of the Warrantors, threatened condemnation, confiscation, eminent domain proceeding, dispute, claim, demand or similar proceeding with respect to, or which could materially and adversely affect, the continued use and enjoyment of such leasehold interests. To the Knowledge of the Warrantors, there are no circumstances that would entitle any Governmental Authority or other Person to take possession or otherwise restrict use, possession or occupation of any property subject to any Leases. The use and operation of the real properties subject to the Leases by the Group Companies is in compliance with all applicable Laws, including, without limitation, all applicable building codes, environmental, zoning, subdivision, and land use laws. None of the Group Companies has received notice from any Governmental Authority advising it of a violation (or an alleged violation) of any such laws or regulationstherein.

Real Property. No Group Company owns or has legal or equitable title, leasehold interest or other right or interest in any real property other than as held pursuant to Leases. (a) Section 3.20(ii25(a) of the Company Disclosure Schedule sets forth each leasehold interest Letter contains a true, complete and correct list, as of the date of this Agreement, of all of the existing leases, subleases, licenses or other agreements pursuant to which the Company or any Group Company holds of its Subsidiaries uses or occupies, or has the right to use or occupy, now or in the future, any real property (such property, the “Leased Real Property,” and each such lease, sublease, license or other agreement, a “Lease”). The Company has made available in the Data Room true, indicating correct and complete copies of all Leases (including all modifications, amendments and supplements thereto). With respect to the parties Leased Real Property: (i) each Lease constitutes a legal, valid and binding obligation of the Company or its Subsidiary, as the case may be, enforceable against the Company or such Subsidiary, as the case may be, in accordance with its terms and is in full force and effect, and, to the knowledge of the Company, the Company or one of its Subsidiaries has valid leasehold estates in the Leased Real Property, free and clear of all Liens (other than Permitted Liens); (ii) neither the Company nor any of its Subsidiaries, as the case may be, is in breach of or default under any such Lease and no event has occurred which, without the giving of notice or lapse of time, or both, would constitute a breach of or default under any such Lease; (iii) to the knowledge of the Company, no counterparty to any such Lease is in default thereunder and there are no disputes with respect to any such Lease; and (iv) neither the Company nor any of its Subsidiaries has collaterally assigned or granted any other security interest in any such Lease or any interest therein, and there are no Liens (other than Permitted liens) on the estate or interest created by any such Lease. For each Lease that prohibits assignment of such Lease to the Purchaser, the address Company covenants to use reasonable best efforts to obtain amendments to those Leases to allow for assignment of such Leases to the Purchaser without cost or penalty. (b) Section 25(b) of the property demised under the LeaseCompany Disclosure Letter contains a true, the rent payable under the Lease complete and the term correct list, as of the Leasedate of this Agreement, real or immovable property owned by the Company or its Subsidiaries (the “Owned Real Property”). The particulars Company or its Subsidiaries have valid, good fee simple and marketable title to all of the Leases Owned Real Property free and clear of all Liens (other than Permitted Liens). There are no reversionary rights or outstanding options or rights of first refusal to purchase, no existing contracts, options, rights of first refusal, leases or otherwise, to sell, transfer, lease or otherwise dispose of, or to purchase or acquire, any Owned Real Property, or any portion thereof or interest therein. The Company has no knowledge of and has received no notice of any condemnation or eminent domain proceedings, or litigation that would impact the continued use of the Owned Real Property. There has been no fire or casualty that has not been restored of any Owned Real Property. The present uses of the Owned Real Property do not violate any Permitted Liens or Law. The Company maintains the insurance policies for the Owned Real Property as set forth in Section 3.20(ii25(b) of the Company Disclosure Schedule are true Letter. The Owned Real Property is used by the Company and complete. Each Lease constitutes the entire agreement with respect its Subsidiaries in conduct of their business and is not leased to the property demised thereunder. To the Knowledge any unaffiliated entities except as set forth in Section 25(b) of the Warrantors, Company Disclosure Letter. There are no outstanding claims or litigation pending against the lessor under each Lease is qualified and has obtained all Consents necessary to enter into such Lease, including Company or any Consents required from of its Subsidiaries as the owner of any Owned Real Property. (c) The Leased Real Property and the Owned Real Property constitute the only real property demised pursuant to the Lease if the lessor is not such owner. There is no claim asserted against any Group Company, or to the Knowledge of the Warrantors, there is no claim asserted against the relevant lessor or threatened by any Person against any Group Company or the relevant lessor regarding the lessor’s ownership of the property demised pursuant to each Lease. Each Lease is in compliance with all applicable Laws, including with respect to the ownership and operation of property and conduct of business as now conducted used by the applicable Group Company which is a party to such Lease. Each Group Company which is party to a Lease has accepted possession of the property demised pursuant to the Lease and is in actual possession thereof and has not sublet, assigned or hypothecated its leasehold interest. No Group Company uses any real property Subsidiaries in the conduct of its business except insofar as it has secured a Lease with respect thereto. The leasehold interests under the Leases held by each Group Company are adequate for the conduct of the business of such Group Company as currently conducted and as proposed to be conducted. There exists no pending or, to the Knowledge of the Warrantors, threatened condemnation, confiscation, eminent domain proceeding, dispute, claim, demand or similar proceeding with respect to, or which could materially and adversely affect, the continued use and enjoyment of such leasehold interests. To the Knowledge of the Warrantors, there are no circumstances that would entitle any Governmental Authority or other Person to take possession or otherwise restrict use, possession or occupation of any property subject to any Leases. The use and operation of the real properties subject to the Leases by the Group Companies is in compliance with all applicable Laws, including, without limitation, all applicable building codes, environmental, zoning, subdivision, and land use laws. None of the Group Companies has received notice from any Governmental Authority advising it of a violation (or an alleged violation) of any such laws or regulationstheir businesses.

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

Real Property. No Group Company owns or has legal or equitable title, leasehold interest or other right or interest in any (a) Schedule 3.12(a) sets forth the address of each parcel of real property leased by Xxxxxxx and used in or occupied in connection with the P&F Business (together with all rights, title and interest of either Seller in and to leasehold improvements relating thereto, collectively, the “Leased Real Property”). Sellers have made available to Buyer a true and complete list of all leases, subleases, licenses, concessions and occupancy agreements, including all amendments, extensions renewals, guarantees and other than as held pursuant to Leases. Section 3.20(ii) of the Disclosure Schedule sets forth each leasehold interest agreements with respect thereto, pursuant to which Sellers hold any Group Company holds any real property Leased Real Property (collectively, the “Leases” and individually a “Lease”). With respect to each Lease: (i) to the Sellers’ Knowledge, indicating such Lease is valid, binding, enforceable and in full force and effect and free of all Liens, except Permitted Liens, and each Seller enjoys peaceful and undisturbed possession of the parties to Leased Real Property; (ii) no Seller is in breach or default under such Lease, and no event has occurred or circumstance exists which, with the address delivery of notice, passage of time or both, would constitute a breach or default by such Seller; (iii) each Seller has paid all rent currently due and payable under such Lease; (iv) neither Seller has received nor given any written notice of any default or event that with notice or lapse of time, or both, would constitute a default by such Seller under any of the property demised under the Lease, the rent payable under the Lease and the term of the Lease. The particulars of the Leases as set forth in Section 3.20(iiLeases; (v) of the Disclosure Schedule are true and complete. Each Lease constitutes the entire agreement with respect to the property demised thereunder. To the Knowledge of the Warrantors, the lessor under each Lease is qualified and has obtained all Consents necessary to enter into such Lease, including any Consents required from the owner of the property demised pursuant to the Lease if the lessor is not such owner. There is no claim asserted against any Group Company, or to the Knowledge of the WarrantorsSellers, there is no claim asserted against the relevant lessor or threatened by any Person against any Group Company or the relevant lessor regarding the lessor’s ownership of the property demised pursuant to each Lease. Each Lease other party is in compliance with all applicable Lawsdefault thereof, including and no party to any Lease has exercised any termination rights with respect to the ownership and operation of property and conduct of business as now conducted by the applicable Group Company which is a party to such Lease. Each Group Company which is party to a Lease thereto; (vi) no Seller has accepted possession of the property demised pursuant to the Lease and is in actual possession thereof and has not subletsubleased, assigned or hypothecated otherwise granted to any Person the right to use or occupy such Leased Real Property or any portion thereof; (vii) no Seller has pledged, mortgaged or otherwise granted a Lien on its leasehold interest. No Group Company uses interest in any real property in Leased Real Property and (viii) no Seller has commenced building a wastewater treatment plant at the conduct of its business except insofar as it has secured a Lease with respect thereto. The leasehold interests under the Leases held by each Group Company are adequate for the conduct of the business of such Group Company as currently conducted and as proposed to be conducted. There exists no pending or, to the Knowledge of the Warrantors, threatened condemnation, confiscation, eminent domain proceeding, dispute, claim, demand or similar proceeding with respect to, or which could materially and adversely affect, the continued use and enjoyment of such leasehold interests. To the Knowledge of the Warrantors, there are no circumstances that would entitle any Governmental Authority or other Person to take possession or otherwise restrict use, possession or occupation of any property subject to any Leases. The use and operation of the real properties subject to the Leases by the Group Companies is in compliance with all applicable Laws, including, without limitation, all applicable building codes, environmental, zoning, subdivision, and land use laws. None of the Group Companies has received notice from any Governmental Authority advising it of a violation (or an alleged violation) of any such laws or regulationsRichmond Facility.

Real Property. No Group Company owns or has legal or equitable title, leasehold interest or other right or interest in any real property other than as held pursuant to Leases. Section 3.20(ii) 3.10 of the Disclosure Schedule sets forth each leasehold interest pursuant to which any Group Company holds forth, as of the date hereof, a list of all Contracts, licenses or other agreements for the use or occupancy of any real property (the “Leased Real Property”) (including all amendments, extensions, renewals, guaranties and other agreements with respect thereto) held by the Company or any of its Subsidiaries (collectively, the “Leases”) and the address for each Leased Real Property. The Company has Made Available to Buyer a “Lease”), indicating the parties to such true and complete copy of each written Lease, and in the address case of any oral Leases, a written summary of the property demised under the Lease, the rent payable under the Lease and the term of the Leasematerial terms thereof. The particulars of the Leases Except as set forth in Section 3.20(ii) 3.10 of the Disclosure Schedule Schedule, with respect to each of the Leases: to the Company’s knowledge (i) the Lease is legal, valid, binding and in full force and effect; (ii) the consummation of the transactions contemplated hereunder will not result in a breach of or default or consent requirement under the Lease or otherwise cause the Lease to cease to be legal, valid and binding, enforceable and in full force and effect on identical terms following the Closing, (iii) neither the Company nor any of its Subsidiaries nor, to the Company’s knowledge, any other party to the Lease is in breach or default under the Lease, and no event has occurred or circumstance exists which, with the delivery of notice, passage of time or both, would constitute such a breach or default or permit the termination, modification of rent under the Lease; (iv) no party to the Lease has repudiated any term thereof, and there are true and complete. Each Lease constitutes the entire agreement no disputes or oral agreements or forbearance programs in effect with respect to the property demised thereunder. To Lease; and (v) neither the Knowledge of the Warrantors, the lessor under each Lease is qualified and has obtained all Consents necessary to enter into such Lease, including any Consents required from the owner of the property demised pursuant to the Lease if the lessor is not such owner. There is no claim asserted against any Group Company, or to the Knowledge of the Warrantors, there is no claim asserted against the relevant lessor or threatened by any Person against any Group Company or any of its Subsidiaries has assigned, subleased, mortgaged, deeded in trust or otherwise transferred or encumbered the relevant lessor regarding the lessor’s ownership of the property demised pursuant to each Lease. Each Lease is in compliance with all applicable Laws, including with respect to Neither the ownership and operation Company nor any of property and conduct of business as now conducted by the applicable Group Company which is a party to such Lease. Each Group Company which is party to a Lease has accepted possession of the property demised pursuant to the Lease and is in actual possession thereof and has not sublet, assigned or hypothecated its leasehold interest. No Group Company uses Subsidiaries owns any real property or any interest in the conduct of its business except insofar as it has secured a Lease with respect thereto. The leasehold interests under the Leases held by each Group Company are adequate for the conduct of the business of such Group Company as currently conducted and as proposed to be conducted. There exists no pending or, to the Knowledge of the Warrantors, threatened condemnation, confiscation, eminent domain proceeding, dispute, claim, demand or similar proceeding with respect to, or which could materially and adversely affect, the continued use and enjoyment of such leasehold interests. To the Knowledge of the Warrantors, there are no circumstances that would entitle any Governmental Authority or other Person to take possession or otherwise restrict use, possession or occupation of any property subject to any Leases. The use and operation of the real properties subject to the Leases by the Group Companies is in compliance with all applicable Laws, including, without limitation, all applicable building codes, environmental, zoning, subdivision, and land use laws. None of the Group Companies has received notice from any Governmental Authority advising it of a violation (or an alleged violation) of any such laws or regulationsproperty.

Real Property. No Group Company owns or (a) (i) Seller has legal or equitable title, leasehold interest or other right or interest in any real property other than as held pursuant made available to Leases. Section 3.20(ii) Purchaser a true and complete copy of the Disclosure Schedule sets forth each leasehold interest pursuant to which any Group Company holds any real property (a “Lease”), indicating the parties to such Lease, the address of the property demised under the Lease, the rent payable under the Lease and the term of the Lease. The particulars of the Leases as set forth in Section 3.20(ii) of the Disclosure Schedule are true and complete. Each Lease constitutes the entire agreement with respect to the property demised thereunder. To the Knowledge of the Warrantors, the lessor under each Lease is qualified and has obtained all Consents necessary to enter into such Princeton Lease, including any Consents required from all amendments thereto; (ii) the owner Princeton Lease is valid, binding, and in full force and effect; (iii) Erytech Inc. is the tenant of the property demised pursuant to the Princeton Lease if the lessor is not such owner. There is no claim asserted against any Group Company, or to the Knowledge of the Warrantors, there is no claim asserted against the relevant lessor or threatened by any Person against any Group Company or the relevant lessor regarding the lessor’s ownership of the property demised pursuant to each Lease. Each Lease is in compliance with all applicable Laws, including with respect to the ownership and operation of property and conduct of business as now conducted by the applicable Group Company which is a party to such Lease. Each Group Company which is party to a Lease has accepted possession of the property demised pursuant to the Lease and is in actual possession thereof and has not subletsubleased, assigned licensed or hypothecated its leasehold interest. No Group Company uses otherwise granted any real Person the right to use or occupy the property in subject to the conduct of its business except insofar as it has secured a Princeton Lease with respect thereto. The leasehold interests under the Leases held by each Group Company or any portion thereof; (iv) there are adequate for the conduct of the business of such Group Company as currently conducted and as proposed to be conducted. There exists no pending disputes involving Seller or Erytech Inc. or, to the Knowledge of the WarrantorsSeller, threatened condemnation, confiscation, eminent domain proceeding, dispute, claim, demand or similar proceeding any other Person with respect toto the Princeton Lease; (v) no security deposit or portion thereof deposited with respect to the Princeton Lease has been applied in respect of a breach or default under the Princeton Lease that has not been redeposited in full; (vi) as of the date hereof, or which could materially all rents and adversely affectadditional rents that are due under the Princeton Lease have been paid and neither Erytech Inc. nor, the continued use and enjoyment of such leasehold interests. To to the Knowledge of Seller, any other party to the WarrantorsPrinceton Lease is in default under the Princeton Lease; (vii) to the Knowledge of Seller, there are no circumstances that neither any event has occurred nor any circumstance exists that, with the delivery of notice, the passage of time or both, would entitle any Governmental Authority reasonably be expected to constitute such a default described in item (vi) above, or other Person permit the termination, modification or acceleration of rent under the Princeton Lease; (viii) to take possession or otherwise restrict usethe Knowledge of Seller, possession or occupation of any neither the property subject to any Leases. The use and operation the Princeton Lease nor Erytech Inc. nor the current landlord under the Princeton Lease is in breach or default of the real properties Master Documents (as such term is defined in the Princeton Lease) or in breach or default of any other recorded easements, covenants, restrictions, rights-of-way, zoning, entitlements, land use or building restrictions affecting or encumbering the property subject to the Leases by Princeton Lease, (ix) to the Group Companies is Knowledge of Seller, neither any event has occurred nor any circumstance exists that, with the delivery of notice, the passage of time or both, would reasonably be expected to constitute such a breach or default described in compliance with all applicable Laws, including, without limitation, all applicable building codes, environmental, zoning, subdivisionitem (viii) above, and land use laws. None (x) none of Erytech Inc., Seller or any of their respective Affiliates owes, or will, with the Group Companies has received notice from passage of time, the giving of notice, or both, owe in the future, any Governmental Authority advising it of a violation (brokerage commissions or an alleged violation) of any such laws or regulationsfinder’s fees with respect to the Princeton Lease.

Real Property. No Schedule 5.9(a) contains a brief description of each parcel of real property owned by any Company Group Member (“Owned Real Property”). There are no real property and interests in real property leased by the Asset Contributors as of the date hereof that are primarily related to the Business. Schedule 5.9(b) sets forth a complete list of all real property and interests in real property leased by any Company owns Group Member as of the date hereof (“Leased Real Property”). The Company Group Members have not assigned, transferred or has legal or equitable title, leasehold interest or other right or pledged any interest in any real property other than as held pursuant to Leases. Section 3.20(ii) of the Disclosure leases under which it is the lessee of the Leased Real Property. The Company Group has good and marketable fee simple title to all Owned Real Property, free and clear of all Encumbrances, except Permitted Encumbrances. Except as set forth in Schedule sets 5.9(a), no Company Group Member has leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof. Except as set forth in Schedule 5.9(a), with respect to each leasehold interest pursuant to which any Group Company holds any real property lease of Leased Real Property (each, a “Lease”): (i) such Lease is legal, valid, binding, enforceable and in full force and effect; (ii) the transactions contemplated by this Agreement do not require the consent of any other party to such Lease (except for those Leases for which consents have been obtained), indicating the parties to will not result in a breach of or default under such Lease, and will not otherwise cause such Lease to cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following the address Closing; (iii) no Company Group Member’s possession and quiet enjoyment of the property demised Leased Real Property under the Lease, the rent payable under the Lease and the term of the Lease. The particulars of the Leases as set forth in Section 3.20(ii) of the Disclosure Schedule are true and complete. Each Lease constitutes the entire agreement with respect to the property demised thereunder. To the Knowledge of the Warrantors, the lessor under each Lease is qualified and has obtained all Consents necessary to enter into such Lease, including any Consents required from the owner of the property demised pursuant to the Lease if the lessor is not such owner. There is no claim asserted against any Group Company, or to the Knowledge of the Warrantors, there is no claim asserted against the relevant lessor or threatened by any Person against any Group Company or the relevant lessor regarding the lessor’s ownership of the property demised pursuant to each Lease. Each Lease is in compliance with all applicable Laws, including with respect to the ownership and operation of property and conduct of business as now conducted by the applicable Group Company which is a party to such Lease. Each Group Company which is party to a Lease has accepted possession of the property demised pursuant to the Lease and is in actual possession thereof and has not sublet, assigned or hypothecated its leasehold interest. No Group Company uses any real property in the conduct of its business except insofar as it has secured a Lease with respect thereto. The leasehold interests under the Leases held by each Group Company are adequate for the conduct of the business of such Group Company as currently conducted and as proposed to be conducted. There exists no pending orbeen disturbed and, to the Knowledge of the Warrantors, threatened condemnation, confiscation, eminent domain proceeding, dispute, claim, demand or similar proceeding with respect to, or which could materially and adversely affect, the continued use and enjoyment of such leasehold interests. To the Knowledge of the WarrantorsSeller, there are no circumstances disputes with respect to such Lease; (iv) to the Knowledge of Seller, no Company Group Member nor any other party to the Lease is in breach of or default under such Lease, and, to the Knowledge of Seller, no event has occurred or circumstance exists that, with the delivery of notice, the passage of time or both, would constitute such a breach or default, or permit the termination, modification or acceleration of rent under such Lease; (v) no security deposit or portion thereof deposited with respect to such Lease has been applied in respect of a breach of or default under such Lease that would entitle has not been redeposited in full; (vi) no Company Group Member owes, or will owe as of the Closing Date, any Governmental Authority brokerage commissions or finder’s fees with respect to such Lease; (vii) the other Person party to take possession such Lease is not an Affiliate of, and otherwise does not have any economic interest in, any Company Group Member; and (viii) no Company Group Member has subleased, licensed or otherwise restrict use, possession granted any Person the right to use or occupation of occupy the Leased Real Property or any property subject to any Leases. The use and operation of the real properties subject to the Leases by the Group Companies is in compliance with all applicable Laws, including, without limitation, all applicable building codes, environmental, zoning, subdivision, and land use laws. None of the Group Companies has received notice from any Governmental Authority advising it of a violation (or an alleged violation) of any such laws or regulationsportion thereof.

Real Property. No Group Company owns EXHIBIT A contains descriptions of all Owned Property or has legal Leased Premises owned or equitable title, leasehold interest held by Seller and used or held for use in connection with the Stations' Business and operations of the Stations and leases or licenses or other right rights to possession of any Real Property so used or interest held. The leases listed in EXHIBIT A, hereto, constitute all the Real Property leases to which Seller is a party (either as lessor or lessee) which are material and required or useful in the conduct of the Stations' Business as it is presently being conducted. True and complete copies of such leases and all amendments thereto and modifications thereof are included with or appended to EXHIBIT A. Seller has, or will convey, good and marketable title to all the Owned Property listed in EXHIBIT A, free and clear of all liens, claims, and encumbrances, except for liens to be released at Closing. With respect to each lease for Leased Premises, except as otherwise disclosed in EXHIBIT F, hereto, (i) the leases are in full force and effect, and are valid, binding and enforceable in accordance with their respective terms, (ii) all accrued and currently payable rents and other payments required by such leases have been paid, (iii) neither Seller nor any other party is in default in any real property respect under any such leases and no notice of default or termination has been given or received, nor are there any present disputes or claims with respect to offsets or defenses, and (iv) neither Seller nor any other than as held pursuant to Leasesparty has violated any term or condition under any such lease in any material respect. Section 3.20(ii) of the Disclosure Schedule sets forth each leasehold interest pursuant to which any Group Company holds any real property (a “Lease”), indicating the parties to such Lease, the address of the property demised under the Lease, the rent payable under the Lease and the term of the Lease. The particulars of the Leases Except as set forth in Section 3.20(ii) EXHIBIT F, hereto, no third-party consent or approval is required for the assignment of any such lease to Buyer, or for the consummation of the Disclosure Schedule are true and complete. Each Lease constitutes the entire agreement with respect to the property demised thereundertransactions contemplated herein. To the Knowledge of the Warrantorsextent that any third-party consent or approval is required, the lessor under each Lease is qualified and has obtained all Consents necessary such consent or approval shall be provided by Seller to enter into such Lease, including any Consents required from the owner of the property demised pursuant Buyer prior to the Lease if the lessor is not such owner. There is no claim asserted against any Group Company, or to the Knowledge of the Warrantors, there is no claim asserted against the relevant lessor or threatened by any Person against any Group Company or the relevant lessor regarding the lessor’s ownership of the property demised pursuant to each Lease. Each Lease is in compliance with all applicable Laws, including with respect to the ownership and operation of property and conduct of business as now conducted by the applicable Group Company which is a party to such Lease. Each Group Company which is party to a Lease has accepted possession of the property demised pursuant to the Lease and is in actual possession thereof and has not sublet, assigned or hypothecated its leasehold interest. No Group Company uses any real property in the conduct of its business except insofar as it has secured a Lease with respect thereto. The leasehold interests under the Leases held by each Group Company are adequate for the conduct of the business of such Group Company as currently conducted and as proposed to be conducted. There exists no pending or, to the Knowledge of the Warrantors, threatened condemnation, confiscation, eminent domain proceeding, dispute, claim, demand or similar proceeding with respect to, or which could materially and adversely affect, the continued use and enjoyment of such leasehold interests. To the Knowledge of the Warrantors, there are no circumstances that would entitle any Governmental Authority or other Person to take possession or otherwise restrict use, possession or occupation of any property subject to any Leases. The use and operation of the real properties subject to the Leases by the Group Companies is in compliance with all applicable Laws, including, without limitation, all applicable building codes, environmental, zoning, subdivision, and land use laws. None of the Group Companies has received notice from any Governmental Authority advising it of a violation (or an alleged violation) of any such laws or regulationsClosing Date.

Real Property. No Group Neither the Company nor any of its Subsidiaries owns or has legal or equitable title, leasehold interest or other right or interest in any real property other than as held pursuant to Leasesproperty. Section 3.20(iiSchedule 3(y) contains a complete and correct list of all the Disclosure Schedule sets forth each leasehold interest pursuant to which any Group Company holds any real property property, facilities and fixtures that (a “Lease”)i) are leased or, indicating in the parties to such Leasecase of fixtures, otherwise owned or possessed by the address of the property demised under the Lease, the rent payable under the Lease and the term of the Lease. The particulars of the Leases as set forth in Section 3.20(ii) of the Disclosure Schedule are true and complete. Each Lease constitutes the entire agreement with respect to the property demised thereunder. To the Knowledge of the Warrantors, the lessor under each Lease is qualified and has obtained all Consents necessary to enter into such Lease, including any Consents required from the owner of the property demised pursuant to the Lease if the lessor is not such owner. There is no claim asserted against any Group Company, or to the Knowledge of the Warrantors, there is no claim asserted against the relevant lessor or threatened by any Person against any Group Company or any of its Subsidiaries, (ii) in connection with which the relevant lessor regarding Company or any of its Subsidiaries has entered into an option agreement, participation agreement or acquisition agreement or (iii) the lessor’s ownership Company or any of the property demised pursuant its Subsidiaries has agreed to each Lease. Each Lease is lease or otherwise acquire or may be obligated to lease or otherwise acquire in compliance connection with all applicable Laws, including with respect to the ownership and operation of property and conduct of business as now conducted by the applicable Group Company which is a party to such Lease. Each Group Company which is party to a Lease has accepted possession of the property demised pursuant to the Lease and is in actual possession thereof and has not sublet, assigned or hypothecated its leasehold interest. No Group Company uses any real property in the conduct of its business except insofar as it has secured (collectively, including any of the foregoing acquired after the date of this Agreement, the \"Real Property\"), which list identifies all of the Real Property and specifies which of the Company and its Subsidiaries leases, owns or possesses each item of the Real Property. Schedule 3(y) also contains a Lease complete and correct list of all leases and other agreements with respect to which the Company or any of its Subsidiaries is a party or otherwise bound or affected with respect to the Real Property, except master leases affiliated with any sub leases, easements, rights of way, access agreements, surface damage agreements, surface use agreements or similar agreements that pertain to Real Property that is contained wholly within the boundaries of any leased Real Property otherwise described on Schedule 3(y) (the \"Real Property Leases\"). Except as set forth in Schedule 3(y), all of the Real Property Leases are valid and in full force and effect and are enforceable against all parties thereto. Except as set forth in Schedule 3(y), neither the Company nor any of its Subsidiaries nor, to the Company's Knowledge, any other party thereto is in default in any material respect under any of such Real Property Leases and no event has occurred which with the giving of notice or the passage of time or both would constitute a default under, or otherwise give any party the right to terminate, any of such Real Property Leases, or could adversely affect the Company's or any of its Subsidiaries' interest in and title to the Real Property subject to any of such Real Property Leases. No Real Property Lease is subject to termination, modification or acceleration as a result of the transactions contemplated hereby. z. Tangible Assets. The leasehold interests under Company and its Subsidiaries have good and marketable title to all of the Leases held by tangible assets that are material to their businesses (the \"Assets\"), in each Group Company are adequate case free and clear of any Lien, other than Permitted Liens. The Assets include all tangible assets necessary for the conduct of the business of such Group Company Company's and its Subsidiaries businesses as currently conducted and as presently proposed to be conducted. The Assets that are facilities, fixtures, equipment, and other personal property have been maintained in accordance with normal industry practice, and are in good operating condition and repair (subject to normal wear and tear), and are suitable for the purposes for which they are now used and proposed to be used. There exists are no pending orexisting agreements, options, commitments or rights with, of or to the Knowledge of the Warrantors, threatened condemnation, confiscation, eminent domain proceeding, dispute, claim, demand or similar proceeding with respect toany Person to acquire any such Assets, or which could materially and adversely affect, the continued use and enjoyment of such leasehold interestsany interests therein. To the Knowledge of the Warrantors, there are no circumstances that would entitle any Governmental Authority or other Person to take possession or otherwise restrict use, possession or occupation of any property subject to any Leases. The use and operation of the real properties subject to the Leases by the Group Companies is in compliance with all applicable Laws, including, without limitation, all applicable building codes, environmental, zoning, subdivision, and land use laws. None of the Group Companies has received notice from any Governmental Authority advising it of a violation (or an alleged violation) of any such laws or regulationsaa.

Real Property. No Group Except as would not have, individually or in the aggregate, a Company owns or has legal or equitable titleMaterial Adverse Effect: (a) the Company and its Subsidiaries have good, leasehold interest or other right or interest in any marketable and valid fee simple title to all of the real property other than as held pursuant to Leases. Section 3.20(iiowned by the Company and its Subsidiaries (the “Owned Real Property”), free and clear of Liens, except Permitted Liens; (b) the Company or a Subsidiary of the Disclosure Schedule sets forth Company has good and valid title or valid leasehold interests, as applicable, in all of its owned or leased real property, free and clear of all Liens (except for Permitted Liens and all other title exceptions, changes, defects, easements, restrictions, encumbrances and other matters, whether or not of record, that do not materially affect the current and continued use of the applicable property for the purposes for which such property is currently being used by the Company or a Subsidiary of the Company as of the date hereof); (c) each leasehold interest pursuant to which any Group Company holds any real property lease, license, sublease and occupancy agreement (each, a “Lease”), indicating the parties to such Lease, the address of the property demised under the Lease, the rent payable under the Lease and the term of the Lease. The particulars of the Leases as set forth in Section 3.20(ii) of the Disclosure Schedule are true and complete. Each Lease constitutes the entire agreement with respect to real property leased, licensed, subleased or otherwise used by the property demised thereunder. To Company or its Subsidiaries as lessee or sublessee (the Knowledge of “Leased Real Property”, together with the WarrantorsOwned Real Property, the lessor under each Lease “Real Property”), is qualified in full force and has obtained all Consents necessary to enter into such Lease, including any Consents required from the owner of the property demised pursuant to the Lease if the lessor is not such owner. There is no claim asserted against any Group Company, or to the Knowledge of the Warrantors, there is no claim asserted effect and enforceable in accordance with their respective terms against the relevant lessor or threatened by any Person against any Group Company or the relevant lessor regarding the lessor’s ownership of the property demised pursuant to each Lease. Each Lease is in compliance with all applicable Laws, including with respect to the ownership and operation of property and conduct of business as now conducted by the applicable Group Company which is a its Subsidiaries that are party to such Lease. Each Group Company which is party to a Lease has accepted possession of the property demised pursuant to the Lease and is in actual possession thereof and has not sublet, assigned or hypothecated its leasehold interest. No Group Company uses any real property in the conduct of its business except insofar as it has secured a Lease with respect thereto. The leasehold interests under the Leases held by each Group Company are adequate for the conduct of the business of such Group Company as currently conducted and as proposed to be conducted. There exists no pending orthereto and, to the Knowledge of the WarrantorsCompany, threatened condemnation, confiscation, eminent domain proceeding, dispute, claim, demand to the other parties thereto; (d) neither the Company nor any of its Subsidiaries is in breach or similar proceeding with respect to, or which could materially and adversely affect, default under any of the continued use and enjoyment of such leasehold interests. To Leases; (e) to the Knowledge of the WarrantorsCompany, there is no pending or written threat of condemnation or similar action affecting any of the Real Property; and (f) there are no circumstances that would entitle Contracts or Leases entered into by the Company and its Subsidiaries affecting the Real Property or for the lease or sublease of any Governmental Authority Leased Real Property with any of their respective Affiliates or Subsidiaries, other Person than any Contracts or Leases entered into in the ordinary course of business consistent with past practice, which Contracts and Leases are each on commercially market terms. Section 3.15 of the Company Disclosure Letter sets forth a true and complete list of all Owned Real Property and material Leased Real Property. The Company has made available to take Parent copies of all deeds, surveys, title policies or title reports in the Company’s possession or otherwise restrict usecontrol for each parcel of Owned Real Property, possession or occupation together with true and complete copies of any property subject to any Leases. The use and operation of the real properties subject to the Leases by the Group Companies is in compliance with all applicable Laws, including, without limitation, all applicable building codes, environmental, zoning, subdivision, and land use laws. None of the Group Companies has received notice from any Governmental Authority advising it of a violation (or an alleged violation) of any such laws or regulationseach material Lease.

Real Property. No Group Company (a) Ivy owns or has legal or equitable title, leasehold interest or other right or interest in any no real property other than as held pursuant to Leasesestate. (b) Section 3.20(ii4.21(b) of the Disclosure Schedule sets forth each leasehold interest pursuant to which any Group Company holds any lists and describes briefly all real property leased or subleased to or by Ivy since March 1, 1997. UOL has delivered or made available to Purchaser correct and complete copies of such leases and subleases, as amended to date. With respect to each such lease and sublease: (i) the lease or sublease is legal, valid, binding, enforceable, and in full force and effect; (ii) the lease or sublease shall continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated hereby; (iii) no party to the lease or sublease is in breach or default, and no event has occurred which, with notice or lapse of time, would constitute a “Lease”)breach or default or permit termination, indicating modification, or acceleration thereunder; (iv) no party to the parties lease or sublease has repudiated any provision thereof; (v) there are no disputes, oral agreements, or forbearance programs in effect as to such Leasethe lease or sublease; (vi) with respect to each sublease, the address of the property demised under the Lease, the rent payable under the Lease representations and the term of the Lease. The particulars of the Leases as warranties set forth in Section 3.20(iiclauses (i) of the Disclosure Schedule through (v) above are true and complete. Each Lease constitutes the entire agreement correct with respect to the property demised thereunder. To underlying lease; (vii) Ivy has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Knowledge leasehold or subleasehold; (viii) all facilities leased or subleased thereunder have received all approvals of governmental authorities (including licenses and permits) required in connection with the Warrantorsoperation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations; (ix) all facilities leased or subleased thereunder are supplied with utilities and other services necessary for the lessor under each Lease is qualified operation of said facilities; and has obtained all Consents necessary to enter into such Lease, including any Consents required from (x) the owner of the property demised pursuant facility leased or subleased has good and marketable title to the Lease if the lessor is not such owner. There is no claim asserted against parcel of real property, free and clear of any Group CompanyEncumbrance, easement, covenant, or to other restriction, except for installments of special easements not yet delinquent and recorded easements, covenants, and other restrictions which do not impair the Knowledge of the Warrantorscurrent use, there is no claim asserted against the relevant lessor occupancy, or threatened by any Person against any Group Company value, or the relevant lessor regarding the lessor’s ownership marketability of title, of the property demised pursuant to each Lease. Each Lease is in compliance with all applicable Laws, including with respect to the ownership and operation of property and conduct of business as now conducted by the applicable Group Company which is a party to such Lease. Each Group Company which is party to a Lease has accepted possession of the property demised pursuant to the Lease and is in actual possession thereof and has not sublet, assigned or hypothecated its leasehold interest. No Group Company uses any real property in the conduct of its business except insofar as it has secured a Lease with respect subject thereto. The leasehold interests under the Leases held by each Group Company are adequate for the conduct of the business of such Group Company as currently conducted and as proposed to be conducted. There exists no pending or, to the Knowledge of the Warrantors, threatened condemnation, confiscation, eminent domain proceeding, dispute, claim, demand or similar proceeding with respect to, or which could materially and adversely affect, the continued use and enjoyment of such leasehold interests. To the Knowledge of the Warrantors, there are no circumstances that would entitle any Governmental Authority or other Person to take possession or otherwise restrict use, possession or occupation of any property subject to any Leases. The use and operation of the real properties subject to the Leases by the Group Companies is in compliance with all applicable Laws, including, without limitation, all applicable building codes, environmental, zoning, subdivision, and land use laws. None of the Group Companies has received notice from any Governmental Authority advising it of a violation (or an alleged violation) of any such laws or regulations.4.22

Real Property. No Group (a) The Company owns or has legal or equitable title, leasehold interest or other right or interest in any real property other than as held pursuant to Leasesno Owned Property. Section 3.20(ii) of the Disclosure Schedule 2.23 attached hereto sets forth the address of each leasehold interest Leased Property and a true and complete list of all leases, subleases and other occupancy agreements (written and oral), including all amendments, extensions and other modifications pursuant to which any Group the Company holds any real property Leased Property (a the “LeaseLeases”). The Company has previously delivered to Buyer true, indicating complete and correct copies of all the parties to such Leases and, in the case of an oral Lease, the address a written summary of the property demised under the Lease, the rent payable under the Lease material terms thereof. The Company has a good and the term valid leasehold interest in and to all of the LeaseLeased Property, subject to no Liens except for Permitted Liens. The particulars of the Leases Except as set forth in Section 3.20(ii) of the Disclosure Schedule are true and complete. Each Lease constitutes the entire agreement 2.23, with respect to the property demised thereunder. To the Knowledge each of the WarrantorsLeases: (i) the Lease is legal, valid, binding and in full force and effect and is enforceable in accordance with its terms; (ii) there exists no default or condition which, with the giving of notice, the lessor passage of time or both, could become a default under each Lease any Lease; (iii) no consent, waiver, approval or authorization is qualified and has obtained all Consents necessary to enter into such Lease, including any Consents required from the owner landlord under any Lease as a result of the property demised pursuant to execution of this Agreement or the consummation of the transactions contemplated hereby; (iv) the Company’s possession and quiet enjoyment of the Leased Property under such Lease if the lessor is has not such owner. There is no claim asserted against any Group Companybeen disturbed, or and to the Knowledge of the Warrantors, there is no claim asserted against the relevant lessor or threatened by any Person against any Group Company or the relevant lessor regarding the lessor’s ownership of the property demised pursuant to each Lease. Each Lease is in compliance with all applicable Laws, including with respect to the ownership and operation of property and conduct of business as now conducted by the applicable Group Company which is a party to such Lease. Each Group Company which is party to a Lease has accepted possession of the property demised pursuant to the Lease and is in actual possession thereof and has not sublet, assigned or hypothecated its leasehold interest. No Group Company uses any real property in the conduct of its business except insofar as it has secured a Lease with respect thereto. The leasehold interests under the Leases held by each Group Company are adequate for the conduct of the business of such Group Company as currently conducted and as proposed to be conducted. There exists no pending or, to the Knowledge of the Warrantors, threatened condemnation, confiscation, eminent domain proceeding, dispute, claim, demand or similar proceeding with respect to, or which could materially and adversely affect, the continued use and enjoyment of such leasehold interests. To the Knowledge of the WarrantorsCompany, there are no circumstances that would entitle disputes with respect to such Lease; (v) no security deposit or portion thereof deposited with respect such Lease has been applied in respect of a breach or default under such Lease which has not been redeposited in full; (vi) the Company does not owe, nor will it owe in the future, any Governmental Authority brokerage commissions or finder’s fees with respect to such Lease; (vii) the other Person party to take possession such Lease is not an Affiliate of, and otherwise does not have any economic interest in, the Company; (viii) the Company has not subleased, licensed or otherwise restrict use, possession granted any Person the right to use or occupation of occupy such Leased Property or any property subject to any Leases. The use portion thereof; and operation of (ix) there are no Liens on the real properties subject to the Leases estate or interest created by the Group Companies is in compliance with all applicable Laws, including, without limitation, all applicable building codes, environmental, zoning, subdivision, and land use laws. None of the Group Companies has received notice from any Governmental Authority advising it of a violation (or an alleged violation) of any such laws or regulationsLease.

Real Property. No Group (i) Schedule 2.14 hereto identifies the real property ("COMPANY LEASED REAL PROPERTY") leased, subleased, occupied or used by the Company pursuant to a Lease or other agreement (each such Lease or other similar agreement being hereinafter referred to as a "COMPANY LEASE") and the Company owns or leases the improvements located on such Company Leased Real Property. The Company has legal or equitable title, leasehold interest or other right or interest not received any written notification that it is in default with respect to any real property other than as held pursuant to Leases. Section 3.20(ii) of the Disclosure Schedule sets forth each leasehold interest Company Leases pursuant to which it occupies or uses any Group Company holds Leased Real Property and/or such improvements nor, to the knowledge of the Company, are there any real property (a “Lease”)disputes between any Person and the Company with respect to Company Leases, indicating which default or dispute would materially adversely affect the parties right of the Company to such Lease, the address remain in possession of the property demised under in question or otherwise adversely affect in any material respect the Lease, the rent payable under the Lease and the term of the Leaseability to use such property for its current use. The particulars of the Leases Except as set forth in Section 3.20(ii) Schedule 2.14, the Company has performed all obligations required to be performed by it to date under, and is not in default in respect of, any Company Lease, and no event has occurred which, with due notice or lapse of time or both, would constitute such a default, except for such obligations, the non-performance of which, and such defaults, the existence of which, in each case, would not result in a termination or cancellation of any Lease (or other such agreement). To the knowledge of the Disclosure Schedule are true Company, no other party to any Company Lease or such other agreement is in default in respect thereof, and complete. Each Lease constitutes no event has occurred which, with due notice or lapse of time or both, would constitute such a default, except for defaults which, individually or in the entire agreement aggregate, would not have a Material Adverse Effect with respect to the property demised thereunderCompany. To the Knowledge of the WarrantorsExcept as disclosed in Schedule 2.14, the lessor under Company has a valid leasehold interest in each Lease is qualified and has obtained all Consents necessary Company Leased Real Property subject to enter into such a Company Lease, including any Consents required from the owner which leasehold interest is free and clear of the property demised pursuant to the Lease if the lessor is not such owner. There is no claim asserted against any Group Companyall Liens, or to the Knowledge of the Warrantors, there is no claim asserted against the relevant lessor or threatened by any Person against any Group Company or the relevant lessor regarding the lessor’s ownership of the property demised pursuant to each Lease. Each Lease is in compliance with all applicable Laws, including with respect to the ownership and operation of property and conduct of business as now conducted by the applicable Group Company which is a party to such Lease. Each Group Company which is party to a Lease has accepted possession of the property demised pursuant to the Lease and is in actual possession thereof and has not sublet, assigned or hypothecated its leasehold interest. No Group Company uses any real property in the conduct of its business except insofar as it has secured a Lease with respect thereto. The leasehold interests under the Leases held by each Group Company are adequate for the conduct of the business of such Group Company as currently conducted and as proposed to be conducted. There exists no pending or, to the Knowledge of the Warrantors, threatened condemnation, confiscation, eminent domain proceeding, dispute, claim, demand or similar proceeding with respect to, or which could materially and adversely affect, the continued use and enjoyment of such leasehold interests. To the Knowledge of the Warrantors, there are no circumstances that would entitle any Governmental Authority or other Person to take possession or otherwise restrict use, possession or occupation of any property subject to any Leases. The use and operation of the real properties subject to the Leases by the Group Companies is in compliance with all applicable Laws, including, without limitation, all applicable building codes, environmental, zoning, subdivision, and land use laws. None of the Group Companies has received notice from any Governmental Authority advising it of a violation (or an alleged violation) of any such laws or regulationsPermitted Liens.

Real Property. No Group Company owns or has legal or equitable title, leasehold interest or other right or interest in any real property other than as held pursuant to Leases. Section 3.20(iiSchedule ARTICLE III(mm)(1) of the Seller Disclosure Schedule sets forth each leasehold interest pursuant to is a complete and accurate list of all real property owned by the Company or which any Group will be owned by the Company holds on the Closing Date (the "Owned Real Property"). Schedule ARTICLE III(mm)(2) of the Seller Disclosure Schedule is a complete and accurate list of all leases, subleases, licenses and other agreements (collectively, the "Real Property Leases") under which the Company uses or occupies any real property (a “Lease”)the land, indicating buildings and other improvements covered by the parties to such LeaseReal Property Leases being herein called the "Leased Real Property" and together with the Owned Real Property and the U.S. Forest Service Properties, the address "Real Property"). The Company has delivered to the Purchasers copies of the property demised under the Lease, the rent payable under the Lease and the term of the Lease. The particulars of the Real Property Leases as set forth in Section 3.20(ii) of the Disclosure Schedule which are true and completecorrect in all material respects. Each Lease constitutes the entire agreement with respect to the property demised thereunder. To the Knowledge of the Warrantors, the lessor under each Real Property Lease is qualified in full force and has obtained all Consents necessary to enter into such Leaseeffect and neither the Company nor, including any Consents required from the owner of the property demised pursuant to the Lease if the lessor is not such owner. There is no claim asserted against any Group Company, or to the Knowledge of the WarrantorsCompany, there any other party to such Real Property Lease is no claim asserted against in breach in any material respect thereof or default in any material respect thereunder. The Real Property is all of the relevant lessor real property that the Company owns or threatened occupies (or will own or occupy on the Closing Date). The Company owns or will, on the Closing Date, own good and marketable fee title to the Owned Real Property and good and valid leasehold interests in the Leased Real Property, subject only to Permitted Exceptions and Liens securing the ASC-Level Financing (which Liens shall be released on or before the Closing Date as provided in Section 7.05). The foregoing representation (a) shall not be construed in any event to relate to the fee interest in any Leased Real Property and (b) shall be deemed deleted with respect to any matter covered by any Person against any Group a title insurance policy obtained by the Company or the relevant lessor regarding the lessor’s ownership Purchaser. Except as set forth on Schedule ARTICLE III(oo) of the Seller Disclosure Schedule, the Company has not received written notice regarding any of the following (except for matters previously resolved): (y) any dispute from any contiguous property demised pursuant owners concerning contiguous boundary lines, or (z) any claims of others to each Leaserights over, under, across or through any of the Owned Real Property or Leased Real Property by virtue of use or prescription. ASC has previously delivered to the Purchaser lists of the most recently issued real and personal (including vehicles) property tax assessments and tax bills, if any, for the Company's and ASC Real Estate Affiliate's 2000 and 2001 fiscal years for all property owned or leased by the Company or ASC Real Estate Affiliate. Except as set forth on Schedule ARTICLE III(qq) of the Seller Disclosure Schedule, all Owned Real Property is free from agreements creating an obligation to sell, lease or grant an option to sell or lease. Schedule ARTICLE III(rr) of the Seller Disclosure Schedule lists, as of the date hereof, all property (the "U.S. Forest Service Properties") subject to the permits issued to the Company by the U.S. Forest Service (collectively, the "U.S. Forest Service Permits"). The Company has made available to the Purchasers or their representatives copies of the U.S. Forest Service Permits that are true, correct and complete in all material respects, subject to any modifications to the fees or other amounts payable thereunder which may have been imposed by any applicable Law. The interest of the Company, as permitted under the U.S. Forest Service Permits, is subject to no Liens other than Liens securing the ASC-Level Financings (which Liens shall be released on or before the Closing Date as provided in Section 7.05). Schedule ARTICLE III(ss) of the Seller Disclosure Schedule sets forth, as of the date hereof, all material leases, subleases and licenses (collectively, the "Space Leases") granting to any Person other than the Company any right to the possession, use, occupancy or enjoyment of the Real Property or any portion thereof. Each Space Lease is valid, binding and in full force and effect, and neither the Company nor, to the Knowledge of the Company, any other party to such Space Lease is in compliance with all applicable Laws, including with respect material breach thereof or default thereunder. Except for ongoing condemnation actions relating to the ownership and operation of property and conduct of business as now conducted by the applicable Group Company which is a party to such Lease. Each Group Company which is party to a Lease has accepted possession Park Avenue Redevelopment District in South Lake Tahoe, California set forth on Schedule 3.19(h) of the property demised pursuant to Seller Disclosure Schedule, neither the Lease Company nor ASC Real Estate Affiliate has received notice of and there is in actual possession thereof and has not sublet, assigned or hypothecated its leasehold interest. No Group Company uses any real property in the conduct of its business except insofar as it has secured a Lease with respect thereto. The leasehold interests under the Leases held by each Group Company are adequate for the conduct of the business of such Group Company as currently conducted and as proposed to be conducted. There exists no pending or, to the Knowledge of the WarrantorsCompany, as of the date hereof, threatened condemnationor contemplated condemnation proceeding affecting the Real Property or any part thereof, confiscation, eminent domain proceeding, dispute, claim, demand nor any sale or similar proceeding with respect to, or which could materially and adversely affect, the continued use and enjoyment of such leasehold interests. To the Knowledge other disposition of the WarrantorsReal Property or any part thereof in lieu of condemnation. All chairlifts, there gondolas, buildings and other improvements, access roads and ski-runs used in connection with the Business, each as listed on Exhibit A to the Surveyor Certificate (as defined below), are no circumstances that would entitle any Governmental Authority or other Person to take possession or otherwise restrict uselocated either on (i) the Owned Real Property, possession or occupation of any property subject to any Leases. The use (ii) valid easements owned by the Company which allow the existence, operation and operation maintenance of the applicable, chairlifts, gondolas, buildings, improvements or ski-runs, (iii) real properties subject property owned by the United States Forest Service which is covered by the U.S. Forest Service Permits or (iv) land leased by the Company pursuant to valid leases which allow the existence, operation and maintenance of the applicable, chairlifts, gondolas, buildings, improvements or ski-runs. This representation shall be considered deleted from this Agreement for all purposes if, on or prior to Closing, Xxxxxx & Associates, Inc. shall have delivered to the Leases by Parent a certificate substantially in the Group Companies is in compliance with all applicable Laws, including, without limitation, all applicable building codes, environmental, zoning, subdivision, and land use laws. None of form annexed hereto as Exhibit C (the Group Companies has received notice from any Governmental Authority advising it of a violation (or an alleged violation) of any such laws or regulations"Surveyor Certificate").

Real Property. No Group (a) Section 3.15 of the Company owns or has legal or equitable titleDisclosure Schedules sets forth a true and complete list of all Owned Real Property and all Leased Real Property, leasehold interest or other right or interest in any real property other than as held pursuant including, (i) with respect to Leases. Section 3.20(iiall Owned Real Property, the street address and the current record owner of each parcel of Owned Real Property, and (ii) with respect to all Leased Real Property, the street address and the identity of the lessor, lessee and current occupant (if different from lessee) of each such parcel of Leased Real Property. True and complete copies of all leases and licenses, including all amendments and assignments thereto and all guaranties thereof (the Disclosure Schedule sets forth each leasehold interest pursuant to which any Group Company holds any real property (a “LeaseLeases”), indicating relating to all Leased Real Property, have been provided to the parties to such Lease, the address Lenders. Each of the property demised under the LeaseCompany and its Subsidiaries has (x) good and marketable title in fee simple to all Owned Real Property and (y) a valid, the rent payable under the Lease binding and the term enforceable leasehold estate in all Leased Real Property, in each case, free and clear of the Leaseall Encumbrances except Permitted Encumbrances and as has not and would not reasonably be expected to have a Company Material Adverse Effect. The particulars No parcel of the Leases as set forth in Section 3.20(ii) of the Disclosure Schedule are true and complete. Each Lease constitutes the entire agreement with respect Owned Real Property is subject to the property demised thereunder. To the Knowledge of the Warrantorsany governmental decree or order to be sold or is being condemned, the lessor under each Lease is qualified and has obtained all Consents necessary to enter into such Lease, including any Consents required from the owner of the property demised pursuant to the Lease if the lessor is not such owner. There is no claim asserted against any Group Company, expropriated or to the Knowledge of the Warrantors, there is no claim asserted against the relevant lessor or threatened otherwise taken by any Person against any Group Company public authority with or the relevant lessor regarding the lessor’s ownership without payment of the property demised pursuant to each Lease. Each Lease is in compliance with all applicable Lawscompensation therefor, including with respect to the ownership and operation of property and conduct of business as now conducted by the applicable Group Company which is a party to such Lease. Each Group Company which is party to a Lease has accepted possession of the property demised pursuant to the Lease and is in actual possession thereof and has not sublet, assigned or hypothecated its leasehold interest. No Group Company uses any real property in the conduct of its business except insofar as it has secured a Lease with respect thereto. The leasehold interests under the Leases held by each Group Company are adequate for the conduct of the business of such Group Company as currently conducted and as proposed to be conducted. There exists no pending ornor, to the Knowledge of the WarrantorsCompany, threatened has any such condemnation, confiscationexpropriation or taking been proposed. All leases of Leased Real Property and all amendments and modifications thereto are in full force and effect, eminent domain proceeding, dispute, claim, demand or similar proceeding with respect to, or which could materially and adversely affect, the continued use and enjoyment of there exists no default under any such leasehold interests. To the Knowledge of the Warrantors, there are no circumstances that would entitle any Governmental Authority or other Person to take possession or otherwise restrict use, possession or occupation of any property subject to any Leases. The use and operation of the real properties subject to the Leases lease by the Group Companies is Company, any of its Subsidiaries or any other party thereto, nor any event which, with notice or lapse of time or both, would constitute a default thereunder by the Company, any of its Subsidiaries or any other party thereto that has or would reasonably be expected to have a Company Material Adverse Effect. All leases of Leased Real Property shall remain valid and binding in compliance accordance with all applicable Lawstheir terms following the Closing, including, without limitation, all applicable building codes, environmental, zoning, subdivision, except where the failure to remain so valid and land use laws. None of the Group Companies binding has received notice from any Governmental Authority advising it of not had and would not reasonably be expected to have a violation (or an alleged violation) of any such laws or regulationsCompany Material Adverse Effect.