Common use of Leased and Owned Real Property Clause in Contracts

Leased and Owned Real Property. The Seller has valid and existing leasehold interests in all of the real property that it possesses, operates or occupies (or has similar rights to possess, operate or occupy) other than the Owned Real Property pursuant to its Leases and the Parent, the Seller or EnStructure has valid and existing leasehold interests in all of the real property that is the subject of the Subleases (or has similar rights to possess, operate or occupy) pursuant to its Leases (collectively, the “Leased Real Property”). Part 3.8 of the Disclosure Schedule contains a list of all Leases for Leased Real Property. A true and complete copy of each Lease has heretofore been delivered to the Purchaser. Each Lease is valid, binding and enforceable in accordance with its terms and is in full force and effect. The leasehold estate created by each Lease is free and clear of all Encumbrances, except for Permitted Encumbrances. There are no existing defaults by the Seller or the Parent, as applicable, under any of the Leases or, to the Knowledge of the Seller, EnStructure or the Parent, there are no existing defaults by any other party thereto. No event has occurred that (whether with or without notice, lapse of time or the happening or occurrence of any other event) would constitute a default under any Lease. Part 3.8 of the Disclosure Schedule contains an accurate and complete legal description of the Owned Real Property. The Seller holds title to the Owned Real Property in fee simple and Seller’s title is good and marketable, free and clear of all Encumbrances, except for Permitted Encumbrances. Except as set forth on Part 3.8 of the Disclosure Schedule, the Leased Real Property and the Owned Real Property (including, without limitation, all building, structures, improvements and fixtures located thereon, thereunder, thereover or therein, and all appurtenances thereto and other aspects thereof): (1) are in good operating condition and repair, normal wear and tear excepted, and is structurally sound and free of defects, with no material alterations or repairs being required thereto under applicable law or insurance company requirements; and (2) are otherwise suitable, sufficient, adequate and appropriate in all respects (including, physical, structural, operational, legal, practical or otherwise) for its current use, operation and occupancy, except for such failures as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. All buildings, structures, improvements and fixtures located on the Leased Real Property or the Owned Real Property are located wholly within the boundaries thereof and do not encroach upon the property of any other Person. No condemnation, eminent domain, or similar proceeding exists, is pending or, to the Knowledge of the Seller, EnStructure and the Parent, is threatened, with respect to or that could affect, the Leased Real Property or the Owned Real Property, except for such proceedings as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Leased and Owned Real Property. The Seller has valid (a) Schedule 3.12(a) contains a complete and existing leasehold interests in correct list of all of the real property that it possessesleased, operates subleased or occupies (licensed by the Company and its Subsidiaries or has similar rights with respect to possesswhich the Company and its Subsidiaries have the right to use, operate occupy or occupy) other than the Owned Real Property access pursuant to its Leases and the Parent, the Seller or EnStructure has valid and existing leasehold interests in all of the real property that is the subject agreements, including easements, rights of the Subleases way, railway agreements (or has similar rights to possess, operate or occupy) pursuant to its Leases (collectively, the “Leased Real Property”), and the agreements pursuant to which such Leased Real Property is leased, subleased, licensed or otherwise used or occupied (the “Leases”). Part 3.8 of The Company or its Subsidiaries have a valid and subsisting leasehold estate in the Disclosure Schedule contains a list of all Leases for Leased Real Property. A true and complete copy of each Lease has heretofore been delivered to the Purchaser. Each Lease is valid, binding and enforceable in accordance with its terms and is in full force and effect. The leasehold estate created by each Lease is free and clear of all EncumbrancesLiens, except for Permitted EncumbrancesLiens. There are no existing defaults Except as set forth on Schedule 3.12(a), (i) neither the Company nor its Subsidiaries has leased, subleased, licensed or otherwise granted to any Person the right to use or occupy such Leased Real Property or any portion thereof and (ii) neither the Company nor its Subsidiaries is a party to any agreement, right of first offer, right of first refusal or option with respect to the purchase or sale of any real property or interest therein. (b) Schedule 3.12(b) contains a complete and correct list of all real property owned by the Seller or Company and its Subsidiaries (together with all buildings, improvements and fixtures thereon and appurtenances thereto, the Parent“Owned Real Property”). The Company and its Subsidiaries own good, as applicable, under any of the Leases or, valid and marketable fee title to the Knowledge Owned Real Property free and clear of all Liens, except for Permitted Liens. Except as set forth on Schedule 3.12(b), (i) neither the SellerCompany nor its Subsidiaries has leased, EnStructure subleased, licensed or otherwise granted to any Person the Parentright to use or occupy such Owned Real Property or any portion thereof and (ii) neither the Company nor its Subsidiaries is a party to any agreement, there are no existing defaults by right of first offer, right of first refusal or option granting to any other party thereto. No event has occurred that (whether with Person the right to purchase all or without notice, lapse of time or the happening or occurrence of any other event) would constitute a default under any Lease. Part 3.8 of the Disclosure Schedule contains an accurate and complete legal description portion of the Owned Real Property. The Seller holds title Neither the Company nor any of its Subsidiaries has received written notice of any condemnation proceeding, action or agreement pending, or to the Company’s knowledge, threatened, with respect to any portion of any Owned Real Property in fee simple and Seller’s title is good and marketable, free and clear of all Encumbrances, except for Permitted Encumbrances. Except as set forth on Part 3.8 of the Disclosure Schedule, the Property. (c) The Leased Real Property and the Owned Real Property is (including, without limitation, all building, structures, improvements and fixtures located thereon, thereunder, thereover or therein, and all appurtenances thereto and other aspects thereof): (1i) are in good operating condition and repair, repair (subject to normal wear and tear exceptedtear), and is structurally sound and free of defects, (ii) with no material alterations or repairs being required thereto under applicable law or insurance company requirements; and (2) are otherwise suitable, sufficient, adequate and appropriate in all respects (including, physical, structural, operational, legal, practical or otherwise) for its current use, operation and occupancy, except for such failures as could not, individually or in the aggregate, reasonably be expected respect to have a Material Adverse Effect. All buildings, structures, improvements and fixtures located on the Leased Real Property only, being maintained by the Company or its Subsidiaries (as applicable) in accordance with the Owned Real Property are located wholly within applicable Lease and (iii) sufficient for the boundaries thereof and do not encroach upon the property of any other Person. No condemnation, eminent domain, or similar proceeding exists, is pending or, to the Knowledge operation of the Seller, EnStructure business of the Company and the Parent, its Subsidiaries as it is threatened, with respect to or that could affect, the Leased Real Property or the Owned Real Propertycurrently conducted, except for such proceedings as could not, individually or in the aggregate, reasonably be expected to insufficiencies that would not have a Material Adverse Effect.

Leased and Owned Real Property. The Seller has valid and existing leasehold interests in all of the real property that it possesses, operates or occupies (or has similar rights to possess, operate or occupy) other than the Owned Real Property pursuant to its Leases and the Parent, the Seller or EnStructure has valid and existing leasehold interests in all of the real property that is the subject of the Subleases (or has similar rights to possess, operate or occupy) pursuant to its Leases (collectively, the “Leased Real Property”). Part 3.8 of the Disclosure Schedule contains a list of all Leases for Leased Real Property. A true and complete copy of each Lease has heretofore been delivered to the Purchaser. Each Lease is valid, binding and enforceable in accordance with its terms and is in full force and effect. The leasehold estate created by each Lease is free and clear of all Encumbrances, except for Permitted Encumbrances. There are no existing defaults by the Seller or the Parent, as applicable, under any of the Leases or, to the Knowledge of the Seller, EnStructure or the Parent, there are no existing defaults by any other party thereto. No event has occurred that (whether with or without notice, lapse of time or the happening or occurrence of any other event) would constitute a default under any Lease. Part 3.8 of the Disclosure Schedule contains an accurate and complete legal description of the Owned Real Property. The Seller holds title to the Owned Real Property in fee simple and Seller’s title is good and marketable, free and clear of all Encumbrances, except for Permitted Encumbrances. Except as set forth on Part 3.8 of the Disclosure Schedule, the Leased Real Property and the Owned Real Property (including, without limitation, all building, structures, improvements and fixtures located thereon, thereunder, thereover or therein, and all appurtenances thereto and other aspects thereof): (1) are in good operating condition and repair, normal wear and tear excepted, and is structurally sound and free of defects, with no material alterations or repairs being required thereto under applicable law or insurance company requirements; and (2) are otherwise suitable, sufficient, adequate and appropriate in all respects (including, physical, structural, operational, legal, practical or otherwise) for its current use, operation and occupancy, except for such failures as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. All buildings, structures, improvements and fixtures located on the Leased Real Property or the Owned Real Property are located wholly within the boundaries thereof and do not encroach upon the property of any other Person. No condemnation, eminent domain, or similar proceeding exists, is pending or, to the Knowledge of the Seller, EnStructure and the Parent, is threatened, with respect to or that could affect, the Leased Real Property or the Owned Real Property, except for such proceedings as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Leased and Owned Real Property. The Seller Disclosure Schedule lists all real property that the Company or its Subsidiaries owns (the "Owned Real Property") or leases (the "Leased Real Property"). With respect to each parcel of Owned Real Property, except as set forth in the Disclosure Schedule: (i) the Company or a Subsidiary thereof has valid good and existing leasehold interests marketable title thereto and each such parcel is free and clear of all Security Interests; (ii) there are no leases, subleases, licenses, concessions, or other agreements, written or oral, granting to any person the right of use or occupancy of any portion of such parcel; (iii) there are no outstanding actions or rights of first refusal or options to purchase such parcel or any portion thereof or interest therein; (iv) to the Company's knowledge, there is no physical condition affecting such property that materially interferes with access to or the present use of such parcel in the Ordinary Course of Business; and (v) to the Company's knowledge, all buildings and improvements located thereon are in good working order and condition. All certificates of occupancy, permits, licenses, franchises, approvals, and authorizations of all Governmental Entities having jurisdiction over the Tuscaloosa, Alabama facility (the "Alabama Facility"), required or appropriate to have been issued to the Company to enable the Alabama Facility to undergo the current expansion and to otherwise be lawfully occupied and used for all of the real property that purposes for which it possessesis currently occupied and used have been lawfully issued and are, operates or occupies (or has similar rights to possess, operate or occupy) other than the Owned Real Property pursuant to its Leases and the Parent, the Seller or EnStructure has valid and existing leasehold interests in all as of the real property that is the subject of the Subleases (or has similar rights to possessdate hereof, operate or occupy) pursuant to its Leases (collectively, the “Leased Real Property”). Part 3.8 of the Disclosure Schedule contains a list of all Leases for Leased Real Property. A true and complete copy of each Lease has heretofore been delivered to the Purchaser. Each Lease is valid, binding and enforceable in accordance with its terms and is in full force and effect. The leasehold estate created by each Lease is free Company has provided MergerCo with complete and clear correct copies of all Encumbrancesmaterial contracts for construction and equipment (collectively, except for Permitted Encumbrances. There are no existing defaults by the Seller or the Parent"Construction"), and an updated Construction budget, as applicable, under well as amounts paid to date for Construction and estimated Construction completion costs in connection with the expansion of the Alabama Facility. The Company has made available to MergerCo correct and complete copies of the leases and subleases (as amended to date) listed in the Disclosure Schedule. All such real property leases are in full force and effect and there exists no default of the Company or any of the Leases its Subsidiaries or, to the Knowledge of the SellerCompany's knowledge, EnStructure or the Parent, there are no existing defaults by any other party thereto. No event has occurred that (whether with or without notice, lapse of time or the happening or occurrence of any other event) would constitute a default under any Lease. Part 3.8 of the Disclosure Schedule contains an accurate and complete legal description of the Owned Real Property. The Seller holds title to the Owned Real Property in fee simple and Seller’s title is good and marketable, free and clear of all Encumbrances, except for Permitted Encumbrances. Except as set forth on Part 3.8 of the Disclosure Schedule, the Leased Real Property and the Owned Real Property (including, without limitation, all building, structures, improvements and fixtures located thereon, thereunder, thereover or therein, and all appurtenances thereto and other aspects thereof): (1) are in good operating condition and repair, normal wear and tear excepted, and is structurally sound and free of defects, with no material alterations or repairs being required thereto under applicable law or insurance company requirements; and (2) are otherwise suitable, sufficient, adequate and appropriate in all respects (including, physical, structural, operational, legal, practical or otherwise) for its current use, operation and occupancy, except for such failures as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. All buildings, structures, improvements and fixtures located on the Leased Real Property or the Owned Real Property are located wholly within the boundaries thereof and do not encroach upon the real property of any other Person. No condemnation, eminent domain, or similar proceeding exists, is pending or, to the Knowledge of the Seller, EnStructure and the Parent, is threatened, with respect to or that could affect, the Leased Real Property or the Owned Real Property, except for such proceedings as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effectleases.

Leased and Owned Real Property. The Seller has valid (a) Schedule 3.12(a) contains a complete and existing leasehold interests in correct list of all of the real property that it possessesleased, operates subleased or occupies (licensed by the Company and its Subsidiaries or has similar rights with respect to possesswhich the Company and its Subsidiaries have the right to use, operate occupy or occupy) other than the Owned Real Property access pursuant to its Leases and the Parent, the Seller or EnStructure has valid and existing leasehold interests in all of the real property that is the subject Contracts, including easements, rights of the Subleases way, railway agreements or other similar real property agreements (or has similar rights to possess, operate or occupy) pursuant to its Leases (collectively, the “Leased Real Property”). Part 3.8 of , and the Disclosure Schedule contains a list of all Leases for Contracts pursuant to which such Leased Real PropertyProperty is leased, subleased or licensed (the “Leases”). A true and complete copy of each Lease has heretofore been delivered All Leased Real Property is leased to the Purchaser. Each Lease is Company or its Subsidiaries pursuant to written Leases, and all such written Leases are valid, binding and enforceable in accordance with its terms and is in full force and effecteffect according to their terms, subject to proper authorization and execution of such Lease by the other party thereto and the application of any bankruptcy or other creditor’s rights laws. The leasehold estate created by each Lease Except as set forth on Schedule 3.12(a), (i) neither the Company nor its Subsidiaries has leased, subleased, licensed or otherwise granted to any Person the right to use or occupy such Leased Real Property or any portion thereof, (ii) the Leased Real Property is free and clear not subject to any leases or tenancies of all Encumbrancesany kind, except for Permitted Encumbrancesthe Leases, and (iii) neither the Company nor its Subsidiaries is a party to any Contract, right of first offer, right of first refusal or option with respect to the purchase or sale of any real property or interest therein. Except as set forth on Schedule 3.12(a), the Transactions do not require the consent of any other party to any Lease (except for any Leases for which a consent is obtained prior to the Closing), will not result in a material breach of or default under such Lease, and will not otherwise cause such Lease to cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing. There are no existing defaults material disputes with respect to any Lease. Neither the Company nor its Subsidiaries, nor, to the Company’s knowledge, any other party to any Lease, is in breach of or default under any 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 by the Seller Company or the Parent, as applicable, under any of the Leases Subsidiary or, to the Knowledge of the SellerCompany’s knowledge, EnStructure or the Parent, there are no existing defaults by any other party thereto. No event has occurred that (whether with party, or without notice, lapse of time permit the termination or the happening or occurrence modification of any other event) would constitute a default Lease or acceleration of rent under any Lease. Part 3.8 No security deposit or portion thereof deposited with respect to any Lease has been applied in respect of a breach of or default under any Lease that has not been redeposited in full. Neither the Disclosure Company nor any Subsidiary owes, and none will owe in the future, any brokerage commissions or finder’s fees with respect to any Lease. (b) Schedule 3.12(b) contains an accurate a complete and complete legal description correct list of all real property owned by the Company and its Subsidiaries (together with all buildings, improvements and fixtures thereon and appurtenances thereto, the “Owned Real Property”, and collectively with the Leased Real Property, the “Real Property”). The Seller holds Except as set forth on Schedule 3.12(b), the Company and its Subsidiaries own good, valid and marketable fee title to the Owned Real Property in fee simple other than any failure to own such Owned Real Property that is not material to the Company and Seller’s title its Subsidiaries taken as a whole. The Owned Real Property is good and marketable, owned free and clear of all EncumbrancesLiens, except for Permitted EncumbrancesLiens. Except as set forth on Part 3.8 Neither the Company nor any of its Subsidiaries has received written notice of any condemnation proceeding, Action or agreement pending, or to the knowledge of the Disclosure ScheduleCompany, the Leased Real Property and the Owned Real Property (including, without limitation, all building, structures, improvements and fixtures located thereon, thereunder, thereover or therein, and all appurtenances thereto and other aspects thereof): (1) are in good operating condition and repair, normal wear and tear excepted, and is structurally sound and free of defects, with no material alterations or repairs being required thereto under applicable law or insurance company requirements; and (2) are otherwise suitable, sufficient, adequate and appropriate in all respects (including, physical, structural, operational, legal, practical or otherwise) for its current use, operation and occupancy, except for such failures as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. All buildings, structures, improvements and fixtures located on the Leased Real Property or the Owned Real Property are located wholly within the boundaries thereof and do not encroach upon the property of any other Person. No condemnation, eminent domain, or similar proceeding exists, is pending or, to the Knowledge of the Seller, EnStructure and the Parent, is threatened, with respect to or that could affect, the Leased Real Property or the any portion of any Owned Real Property, except for such proceedings in each case, that would be material to the Company and its Subsidiaries as could nota whole. The Company has made available to Buyer copies of all surveys, individually or title policies, reports and deficiency notices concerning any Owned Real Property which are in the aggregatepossession or control of the Company or any Subsidiary, reasonably except as would not be expected material to the Company and its Subsidiaries taken as a whole. (c) To the Company’s knowledge, none of the Real Property is in the possession of any adverse possessors. To the Company’s knowledge, the Real Property is (i) compliant with and used in a manner consistent with and permitted by applicable zoning ordinances and other Laws, in each case in all material respects, without variance, special or conditional use approvals or permits and is not dependent on a “permitted non-conforming use” or “permitted non-conforming structure” or similar variance, exemption or approval from any Government Body, (ii) served by all water, sewer, electrical, telephone, drainage and other utilities required for normal operations of the Company, and (iii) requires no material capital improvements or repairs. To the Company’s knowledge, none of the utility companies serving the Real Property has threatened the Company or any of its Subsidiaries with any reduction in service. All utilities serving the Real Property are installed and operating and all installation and connection charges have a Material Adverse Effectbeen paid in full. All of the Real Property has legal access to an open publicly dedicated street adjoining the Real Property or has access to an open publicly dedicated street via easements benefiting such parcel of the Real Property.