Common use of Owned Real Property Clause in Contracts

Owned Real Property. With respect to each Owned Real Property: (i) Section 3.7(a) of the Seller Disclosure Schedule sets forth an accurate and complete list (including street address, current owner and legal description); (ii) the current owner has good and marketable indefeasible fee simple title to each Owned Real Property, free and clear of any Encumbrance; (iii) except as set forth on Section 3.7(a) of the Seller Disclosure Schedule, no member of the Seller Group has leased, subleased, licensed or otherwise granted to any person the right to possess, use or occupy the Owned Real Property or any portion thereof; (iv) there are no outstanding options or rights of first refusal or other agreements granting to any person or entity any right to purchase or lease the Owned Real Property (other than the right of the Purchaser pursuant to this Agreement), or any portion thereof or interest therein; (v) no member of the Seller Group has received any written notice of any pending or threatened condemnation proceedings in the nature of eminent domain in connection with any parcel of the Owned Real Property; (vi) to Seller’s Knowledge, there are no agreements, orders, licenses, permits, conditions or other directives issued by a Governmental Authority which relate to the future use or require any change in the present use or operations of the Owned Real Property; and (vii) all utilities currently servicing the Owned Real Properties are, to Seller’s Knowledge, properly installed, connected and operating, with all outstanding charges paid in full (or paid in full as of the Closing), and are sufficient for the operation of the Business as currently conducted.

Owned Real Property. Section 4.10(a)(i) of the Disclosure Schedule lists and describes briefly all real property that the Company owns. With respect to each Owned Real Propertysuch parcel of owned real property: (i) Section 3.7(a) of the Seller Disclosure Schedule sets forth an accurate and complete list (including street address, current owner and legal description); (ii) the current owner Company has good and marketable indefeasible fee simple title to each Owned Real Propertythe parcel of real property, free and clear of any EncumbranceLien or other restriction, except for installments of special assessments not yet delinquent and recorded easements, covenants, and other restrictions which do not impair the current use, occupancy, or value, or the marketability of title, of the property subject thereto; (ii) there are no pending or, to the Knowledge of the Seller, threatened condemnation proceedings, lawsuits, or administrative actions relating to the property or other matters affecting adversely the current use, occupancy, or value thereof; (iii) except as set forth on Section 3.7(a) the legal description for the parcel contained in the deed thereof describes such parcel fully and adequately, the buildings and improvements are located within the boundary lines of the Seller Disclosure Scheduledescribed parcels of land, no member are not in violation of applicable setback requirements, zoning laws, and ordinances (and none of the Seller Group has leasedproperties or buildings or improvements thereon are subject to “permitted non-conforming use” or “permitted non-conforming structure” classifications), subleasedand do not encroach on any easement which may burden the land, licensed and the land does not serve any adjoining property for any purpose inconsistent with the use of the land, and the property is not located within any flood plain or otherwise granted subject to any person similar type restriction for which any permits or licenses necessary to the right to possess, use or occupy the Owned Real Property or any portion thereofthereof have not been obtained; (iv) all facilities have received all approvals of governmental authorities (including licenses and permits) required in connection with the ownership or operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations; (v) there are no leases, subleases, licenses, concessions, or other agreements, written or oral, granting to any party or parties the right of use or occupancy of any portion of the parcel of real property; (vi) there are no outstanding options or rights of first refusal or other agreements granting to any person or entity any right to purchase or lease the Owned Real Property (other than the right parcel of the Purchaser pursuant to this Agreement)real property, or any portion thereof or interest therein; (vvii) there are no member parties (other than the Company) in possession of the Seller Group has received any written notice of any pending or threatened condemnation proceedings in the nature of eminent domain in connection with any parcel of real property, other than tenants under any leases disclosed in Section 4.10(b) of the Owned Real PropertyDisclosure Schedule who are in possession of space to which they are entitled; (viviii) to Seller’s Knowledgeall facilities located on the parcel of real property are supplied with utilities and other services necessary for the operation of such facilities, there including gas, electricity, water, telephone, sanitary sewer, and storm sewer, all of which services are no agreementsadequate in accordance with all applicable laws, ordersordinances, licensesrules, permitsand regulations and are provided via public roads or via permanent, conditions or other directives issued by a Governmental Authority which relate to irrevocable, appurtenant easements benefitting the future use or require any change in the present use or operations parcel of the Owned Real Propertyreal property; and (viiix) all utilities currently servicing each parcel of real property abuts on and has direct vehicular access to a public road, or has access to a public road via a permanent, irrevocable, appurtenant easement benefitting the Owned Real Properties are, to Seller’s Knowledge, properly installed, connected and operating, with all outstanding charges paid in full (or paid in full as parcel of the Closing)real property, and are sufficient for access to the operation property is provided by paved public right of the Business as currently conductedway with adequate curb cuts available.

Owned Real Property. With respect to In the case of each of the Owned Real Property: (i) Section 3.7(a) 7.2.1 the information contained in Schedule 11 as to tenure and the principal terms of the Seller Disclosure Schedule sets forth an interests held by the Group Company is true and accurate and complete list (including street address, current owner and legal description)in all respects; 7.2.2 there are no mortgages, charges, legal or equitable, specific or floating or debentures, rent charges, liabilities to maintain roadways, liens (iiwhether for costs or to an unpaid seller or otherwise), annuities or trusts (whether for securing money or otherwise) affecting such Owned Real Property or the current owner proceeds of its sale; 7.2.3 there are no agreements for sale or lease, estate contracts, options, rights of pre-emption or similar matters affecting it, the provisions of which remain to be observed or performed; 7.2.4 no Group Company by its use or occupation of such Owned Real Property contravenes any requirement or restriction having the force of law and each Group Company has, so far as the Seller is aware, complied with all covenants, conditions, restrictions, limitations and other matters binding on it, none of which is of an unusual or onerous nature or prejudicially affects the Group's use, occupation or powers of disposal or development of such Owned Real Property or materially adversely affects its value; 7.2.5 the relevant Group Company is in actual occupation of those parts of it as are not the subject of the tenancies on an exclusive basis (all such tenancies being described in Schedule 11) and, except by virtue of such tenancies, no Person other than the relevant Group Company has any right (actual or contingent) to possession, occupation or use of or interest in it; 7.2.6 no action, claim, Proceeding, demand, dispute, complaint or liability (contingent or otherwise) in respect of any of the Owned Real Property is outstanding or, so far as the Seller is aware, anticipated; 7.2.7 no development at any of the Owned Real Property has been carried out in breach of Planning Law or applicable construction laws; 7.2.8 the relevant Group Company has good and marketable indefeasible fee simple title to each the Owned Real Property, free and clear of any Encumbrance;all Encumbrances other than Permitted Encumbrances; and (iii) except as set forth on Section 3.7(a) 7.2.9 the Improvements are in reasonably good condition and repair in all material respects and sufficient for the current operation of the Seller Disclosure Schedulebusiness conducted therein, subject to reasonable wear and tear. There are no member facts or conditions affecting any of the Seller Group has leased, subleased, licensed or otherwise granted to Improvements which would interfere in any person material respect with the right to possess, use or occupy the Owned Real Property or any portion thereof; (iv) there are no outstanding options or rights of first refusal or other agreements granting to any person or entity any right to purchase or lease the Owned Real Property (other than the right occupancy of the Purchaser pursuant to this Agreement), Improvements or any portion thereof or interest therein; (v) no member of the Seller Group has received any written notice of any pending or threatened condemnation proceedings in the nature of eminent domain in connection with any parcel of the Owned Real Property; (vi) to Seller’s Knowledge, there are no agreements, orders, licenses, permits, conditions or other directives issued by a Governmental Authority which relate to the future use or require any change operation in the present use or operations normal course of the Owned Real Property; and (vii) all utilities currently servicing the Owned Real Properties are, to Seller’s Knowledge, properly installed, connected and operating, with all outstanding charges paid in full (or paid in full as of the Closing), and are sufficient for the operation of the Business as currently conductedbusiness.

Owned Real Property. Section 4(i) of the Disclosure Schedule lists and describes briefly all real property that the Company owns. With respect to each Owned Real Propertysuch parcel of owned real property: (i) Section 3.7(a) of the Seller Disclosure Schedule sets forth an accurate and complete list (including street address, current owner and legal description); (ii) the current owner Company has good and marketable indefeasible fee simple title to each Owned Real Propertythe parcel of real property, free and clear of any EncumbranceSecurity Interest, easement, covenant, or other restriction, (including but not limited to leases or other agreements granting to any party the right of use or occupancy of and options or rights of first refusal to purchase) except for recorded easements, covenants, and other restrictions which do not impair the current use, occupancy, or value, or the marketability of title, of the property subject thereto; (ii) there are no (A) pending or, to the Knowledge of the Seller and the Company, threatened condemnation proceedings relating to the property; (B) pending or, to the Knowledge of the Seller and the Company, threatened litigation or administrative actions relating to the property; or (C) other matters affecting occupancy, or value thereof; (iii) the legal description for the parcel contained in the deed thereof describes such parcel fully and adequately, the buildings, towers, antennae and improvements are located within the boundary lines of the described parcels of land, are not in violation of applicable setback requirements, zoning laws, and ordinances (and none of the properties or buildings or improvements thereon are subject to "permitted non-conforming use" or "permitted non-conforming structure" classifications), and do not encroach on any easement which may burden the land, the land does not serve any adjoining property for any purpose inconsistent with the use of the land, the property is not located within any flood plain or subject to any similar type restriction for which any permits or licenses necessary to the use thereof have not been obtained, 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 authorities (including licenses and permits) required in connection with the ownership or operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations; (v) there are no parties (other than the Seller) in possession of the parcel of real property, other than tenants under any leases disclosed in Section 4(j) of the Disclosure Schedule who are in possession of space to which they are entitled, no leases, subleases or other agreements granting to any party any right of use or occupancy or option or right of refusal with respect to any parcel of real property; (vi) all facilities located on the parcel of real property 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 adequate in accordance with all applicable laws, ordinances, rules, and regulations and are provided via public roads or via permanent, irrevocable, appurtenant easements benefitting the parcel of real property; and (vii) except as set forth on Section 3.7(a4(i) of the Seller Disclosure Schedule, no member of the Seller Group has leased, subleased, licensed or otherwise granted to any person the right to possess, use or occupy the Owned Real Property or any portion thereof; (iv) there are no outstanding options or rights of first refusal or other agreements granting to any person or entity any right to purchase or lease the Owned Real Property (other than the right of the Purchaser pursuant to this Agreement), or any portion thereof or interest therein; (v) no member of the Seller Group has received any written notice of any pending or threatened condemnation proceedings in the nature of eminent domain in connection with any each parcel of real property abuts on and has direct vehicular access to a public road or access to a public road via a permanent, irrevocable, appurtenant easement benefitting the Owned Real Property; (vi) to Seller’s Knowledge, there are no agreements, orders, licenses, permits, conditions or other directives issued by a Governmental Authority which relate to the future use or require any change in the present use or operations parcel of the Owned Real Property; and (vii) all utilities currently servicing the Owned Real Properties are, to Seller’s Knowledge, properly installed, connected and operating, with all outstanding charges paid in full (or paid in full as of the Closing), and are sufficient for the operation of the Business as currently conductedreal property.

Owned Real Property. With respect to each (a) Schedule 3.11 sets forth a complete and accurate description of all real property owned by the Company (the “Owned Real Property:”). (ib) Section 3.7(a) of the Seller Disclosure Schedule sets forth an accurate and complete list (including street address, current owner and legal description); (ii) the current owner The Company has good and marketable indefeasible fee simple title to each the Owned Real Property, free and clear of . The Owned Real Property is not subject to any Encumbrance; Liens (iii) except other than Permitted Liens). Except as set forth on Section 3.7(a) of Schedule 3.11, the Seller Disclosure ScheduleCompany has not granted any lease, no member of the Seller Group has leased, subleased, licensed license or otherwise granted other agreement granting to any person the Person or entity any right to possess, the use or occupy occupancy of the Owned Real Property or any portion thereof;. (ivc) there are no outstanding options or rights The Seller has not received written notice of first refusal or other agreements granting any unremedied violation of and, to any person or entity any right to purchase or lease the Seller’s Knowledge, the Owned Real Property and all improvements on the Owned Real Property and the operations therein conducted conform to and comply with all applicable health, fire, safety, zoning and building laws, ordinances and administrative regulations, Licenses and Permits and other regulations (including, without limitation, the Americans with Disabilities Act) and all covenants, easements, rights of way, licenses, grants, building or use restrictions, exceptions, encroachments, reservations or other than impediments, except for possible nonconforming uses or violations that would not be material to the right Business, and that do not and will not give rise to any penalty, fine or other liability. (d) To the Seller’s Knowledge, the buildings, driveways and all other structures and improvements upon the Owned Real Property are all within the boundary lines of such property or have the benefit of valid, perpetual and non-terminable easements and there are no encroachments thereon that would materially affect the use thereof. (e) The Company has not received any written notice from any utility company or municipality of any fact or condition which could result in the discontinuation of presently available or otherwise necessary sewer, water, electric, gas, telephone or other utilities or services for any of the Purchaser pursuant to this Agreement), or any portion thereof or interest therein;Owned Real Property. To the Seller’s Knowledge all public utilities required for the operation of the Owned Real Property and necessary for the conduct of the Business are properly installed and operating. (vf) no member of Neither the Company nor the Seller Group has received any written notice of of, any pending or threatened contemplated (i) rezoning, condemnation proceedings in or other similar proceeding affecting the nature Owned Real Property; or (ii) special assessment against the Owned Real Property. (g) To the Seller’s Knowledge, (i) each parcel of eminent domain in connection with real property comprising any parcel part of the Owned Real Property; (vi) to Seller’s Knowledge, there are no agreementsincluding without limitation all buildings and improvements thereon, orders, licenses, permits, conditions or other directives issued by a Governmental Authority which relate to the future use or require any change in and the present use use, operation or operations condition thereof (a) is assessed as one or more separate tax lots and no part of such property is part of a tax lot which includes other property which is not a part of the Owned Real Property; and and (viib) is not subject to any purchase option, right of first refusal or first offer or other similar right; and (ii) all utilities currently servicing buildings and improvements located on the Owned Real Properties are, to Property are located outside of any designated 100 year flood zone. (h) To the Seller’s Knowledge, properly installedthe Owned Real Property and all buildings, connected structures, improvements and operatingfixtures located on the Owned Real Property have been maintained in accordance with normal industry practice, are in good operating condition and repair (subject to normal wear and tear) and are suitable for the purposes for which they are currently used. (i) To the Seller’s Knowledge, and to the extent in Seller’s possession and control, true and complete copies of all existing policies of title insurance for all parcels of the Owned Real Property, together with all outstanding charges paid in full (or paid in full as surveys for all parcels of the Closing)Owned Real Property, have been delivered to the Buyer and are sufficient identified on Schedule 3.11. (j) To the Seller’s Knowledge, access from public streets and provision for parking and loading/unloading at each parcel of the Owned Real Property conforms to all applicable legal requirements and is adequate for the operation conduct of the Business as currently conductedin the ordinary course.

Owned Real Property. With respect The Company (or its Subsidiary, as the case may be) has good and valid title to each parcel of real property owned by the Company or any of the Company Subsidiaries (together with all improvements and fixtures presently or hereafter located thereon or attached or appurtenant thereto or owned by the Company or any of its Subsidiaries and located on Leased Real Property, and all easements, licenses, rights and appurtenances relating to the foregoing, the “Owned Real Property: (i”) Section 3.7(a) of the Seller Disclosure Schedule sets forth an accurate and complete list (including street address, current owner and legal description); (ii) the current owner has good and marketable indefeasible fee simple title to each Owned Real Property, such parcel is owned free and clear of any Encumbrance; all Liens, other than (iiiA) except as set forth on Section 3.7(aLiens for Taxes, assessments, charges or claims of payment not yet past due, being contested in good faith or for which adequate accruals or reserves have been established in accordance with GAAP, (B) mechanics’ and materialmen’s Liens for construction in progress arising in the ordinary course of business, or for which adequate reserves have been established, (C) workmen’s, repairmen’s, warehousemen’s and carriers’ Liens arising in the ordinary course of business of the Seller Disclosure ScheduleCompany or such Subsidiary, no member and (D) other Liens that do not materially interfere with the intended use of the Seller Group has leased, subleased, licensed or otherwise granted to any person the right to possess, use or occupy the Owned Real Property or any portion thereof; (iv) there are no outstanding options or rights of first refusal or other agreements granting to any person or entity any right to purchase or lease the Owned Real Property (collectively, “Permitted Liens”). Neither the Company nor any of its Subsidiaries is a lessor or grantor under any material lease or other than instrument granting to any other Person any right to the right of the Purchaser pursuant to this Agreement)possession, lease, occupancy or any portion thereof or interest therein; (v) no member of the Seller Group has received any written notice enjoyment of any pending or threatened condemnation proceedings in the nature of eminent domain in connection with any parcel of the material Owned Real Property; (vi) to Seller’s Knowledge, there are no agreements, orders, licenses, permits, conditions Property or other directives issued by a Governmental Authority which relate to the future use or require any change in the present use or operations of the Owned Real Property; and (vii) all utilities currently servicing the Owned Real Properties are, to Seller’s Knowledge, properly installed, connected and operating, with all outstanding charges paid in full (or paid in full as of the Closing), and are sufficient for the operation of the Business as currently conductedmaterial portion thereof.

Owned Real Property. Section 2(i) of the Disclosure Schedule lists and describes briefly all real property that the Seller owns. With respect to each Owned Real Propertysuch parcel of owned real property: (i) Section 3.7(aSeller has good and marketable title to the parcel of real property, free and clear of any Security Interest, easement, covenant, or other restriction, (including but not limited to leases or other agreements granting to any party the right of use or occupancy of and options or rights of first refusal to purchase) except for recorded easements, covenants, and other restrictions which do not impair the current use, occupancy, or value, or the marketability of title, of the Seller Disclosure Schedule sets forth an accurate property subject thereto and complete list Seller's existing secured bank loan (including street address, current owner and legal descriptionwhich shall be discharged at or prior to the Closing); (ii) there are no (A) pending or, to the current owner has good and marketable indefeasible fee simple title Knowledge of the Seller, threatened condemnation proceedings relating to each Owned Real Propertythe property; (B) pending or, free and clear to the Knowledge of any Encumbrancethe Seller, threatened litigation or administrative actions relating to the property; or (C) other matters affecting occupancy, or value thereof; (iii) except as set forth on Section 3.7(a) the legal description for the parcel contained in the deed thereof describes such parcel fully and adequately, the buildings, towers, antennae and improvements are located within the boundary lines of the Seller Disclosure Scheduledescribed parcels of land, no member are not in violation of applicable setback requirements, zoning laws, and ordinances (and none of the Seller Group has leasedproperties or buildings or improvements thereon are subject to "permitted non-conforming use" or "permitted non-conforming structure" classifications), subleasedand do not encroach on any easement which may burden the land, licensed the land does not serve any adjoining property for any purpose inconsistent with the use of the land, the property is not located within any flood plain or otherwise granted subject to any person similar type restriction for which any permits or licenses necessary to the right use thereof have not been obtained, and access to possess, use or occupy the Owned Real Property or any portion thereofproperty is provided by paved public right-of-way with adequate curb cuts available; (iv) there are no outstanding options all facilities have received all approvals of governmental authorities (including licenses and permits) required in connection with the ownership or rights of first refusal or other agreements granting to any person or entity any right to purchase or lease the Owned Real Property (other than the right of the Purchaser pursuant to this Agreement)operation thereof and have been operated and maintained in accordance with applicable laws, or any portion thereof or interest thereinrules, and regulations; (v) there are no member parties (other than the Seller and its Subsidiaries) in possession of the Seller Group has received any written notice of any pending or threatened condemnation proceedings in the nature of eminent domain in connection with any parcel of real property, other than tenants under any leases disclosed in Section 2(j) of the Owned Real PropertyDisclosure Schedule who are in possession of space to which they are entitled; (vi) to Seller’s Knowledgeall facilities located on the parcel of real property are supplied with utilities and other services necessary for the operation of such facilities, there including gas, electricity, water, telephone, sanitary sewer, and storm sewer, all of which services are no agreementsadequate in accordance with all applicable laws, ordersordinances, licensesrules, permitsand regulations and are provided via public roads or via permanent, conditions or other directives issued by a Governmental Authority which relate to irrevocable, appurtenant easements benefiting the future use or require any change in the present use or operations parcel of the Owned Real Propertyreal property; and (vii) all utilities currently servicing each parcel of real property abuts on and has direct vehicular access to a public road or access to a public road via a permanent, irrevocable, appurtenant easement benefiting the Owned Real Properties are, to Seller’s Knowledge, properly installed, connected and operating, with all outstanding charges paid in full (or paid in full as parcel of the Closing), and are sufficient for the operation of the Business as currently conductedreal property.

Owned Real Property. Section 2(i) of the Disclosure Schedule lists and describes briefly all real property that the Sellers own. With respect to each Owned Real Propertysuch parcel of owned real property: (i) Section 3.7(a) of the Seller Disclosure Except as disclosed in Schedule sets forth an accurate and complete list (including street address2(i), current owner and legal description); (ii) the current owner has Sellers have good and marketable indefeasible fee simple title to each Owned Real Propertythe parcel of real property, free and clear of any Encumbrance; Security Interest, easement, covenant, or other restriction, (iii) except as set forth on Section 3.7(a) of the Seller Disclosure Schedule, no member of the Seller Group has leased, subleased, licensed including but not limited to leases or otherwise granted other agreements granting to any person party the right to possess, of use or occupy the Owned Real Property or any portion thereof; (iv) there are no outstanding occupancy of and options or rights of first refusal to purchase) except for recorded easements, covenants, and other restrictions which do not impair the current use, occupancy, or other agreements granting value, or the marketability of title, of the property subject thereto; (ii) there are no (A) pending or, to the Knowledge of the Sellers, threatened condemnation proceedings relating to the property; or (B) pending or, to the Knowledge of the Sellers, threatened litigation or administrative actions relating to the property; (A) the legal description for the parcel contained in the deed thereof describes such parcel fully and adequately; (B) the buildings, towers, antennae and improvements are located within the boundary lines of the described parcels of land, are not in material violation of applicable setback requirements, zoning laws, and ordinances (and none of the properties or buildings or improvements thereon are subject to "permitted non-conforming use" or "permitted non-conforming structure" classifications), and do not encroach on any easement which may burden the land; (C) the land does not serve any adjoining property for any purpose inconsistent with the use of the land; (D) the property is not located within any flood plain or subject to any person similar type restriction for which any permit or entity any right license necessary to purchase the use thereof has not been obtained; and (E) access to the property is provided by paved public right-of-way; (iv) all facilities have received all approvals of governmental authorities (including licenses and permits) required in connection with the ownership or lease the Owned Real Property (other than the right of the Purchaser pursuant to this Agreement)operation thereof and have been operated and maintained in material accordance with applicable laws, or any portion thereof or interest thereinrules, and regulations; (v) there are no member parties (other than the Sellers) in possession of the Seller Group has received any written notice of any pending or threatened condemnation proceedings in the nature of eminent domain in connection with any parcel of real property, other than tenants under any leases disclosed in Section 2(j) of the Owned Real PropertyDisclosure Schedule who are in possession of space to which they are entitled; (vi) to Seller’s Knowledgeall facilities located on the parcel of real property are supplied with utilities and other services necessary for the operation of such facilities, there including gas, electricity, water, telephone and storm sewer, all of which services are no agreementsadequate and in material accordance with all applicable laws, ordersordinances, licenses, permits, conditions or other directives issued by a Governmental Authority which relate to the future use or require any change in the present use or operations of the Owned Real Propertyrules and regulations; and (vii) all utilities currently servicing each parcel of real property abuts on and has direct vehicular access to a public road or access to a public road via a permanent, irrevocable, appurtenant easement benefitting the Owned Real Properties are, to Seller’s Knowledge, properly installed, connected and operating, with all outstanding charges paid in full (or paid in full as parcel of the Closing), and are sufficient for the operation of the Business as currently conductedreal property.

Owned Real Property. With respect to each Owned Schedule 3.22(d) contains a complete and accurate list of all Real Property owned by Company. For purposes of this Agreement, the term “Real Property: ” shall be defined, collectively, as: (i) Section 3.7(a) of the Seller Disclosure Schedule sets forth an accurate land that is located at 9600, 9602, 9604 and complete list 0000 Xxxxxxxxxxxx Xxxxxx, Xxxxx Xxxxxxxx, Xxxxxxxx 00000, and is legally and more particularly described in Exhibit F together with all easements, benefits, rights and privileges appurtenant thereto (including street addresscollectively, current owner and legal descriptionthe “Land”); ; (ii) all improvements, buildings, structures, utilities and amenities (collectively, “Improvements”) owned by Company existing and/or constructed on the current owner has good and marketable indefeasible fee simple title to each Owned Real Property, free and clear of any Encumbrance; Land; (iii) except as set forth on Section 3.7(a) all contracts relating to the operation and maintenance of the Seller Disclosure ScheduleLand and the Improvements, no member to the extent that Company does not terminate the same in conformity with the terms hereof (collectively, the “Service Contracts”); (iv) all Personal Property owned by Company, located at the Land and the Improvements, and used in connection with operation of the Seller Group has leasedLand and the Improvements, subleasedother than those items which are owned by occupancy tenants, licensed if any, of the Land and the Improvements or otherwise granted their invitees, if any, or the management company, if any, retained by Company to manage the Land and the Improvements; (v) all warranties, guaranties, bonds, claims and rights, if any, in favor of Company relating to the construction, maintenance, operation or repair of the Land and the Improvements or any component thereof; (vi) all of Company’s right, title and interest in and to any person drawings, plans, specifications, surveys, manuals and contracts relating to construction, maintenance and operation of the right Land and the Improvements that are in Company’s possession and control; (vii) all operating licenses and/or permits relating to possess, use or occupy the Owned Real Property Land and the Improvements or any portion thereof; ; (ivviii) there are no outstanding options all of Company’s interest in and under all leases and occupancy agreements with tenants or prospective tenants, if any, of the Land and the Improvements including unapplied security deposits held by Company in connection therewith; (ix) all business and operating records pertaining to the Land and the Improvements; and (x) all other tangible and intangible property or rights of first refusal which Company owns or other agreements granting to any person or entity any right to purchase or lease the Owned Real Property (other than the right of the Purchaser pursuant to this Agreement), or any portion thereof or in which Seller has an interest therein; (v) no member of the Seller Group has received any written notice of any pending or threatened condemnation proceedings in the nature of eminent domain in connection with any parcel of the Owned Real Property; (vi) to Seller’s Knowledge, there are no agreements, orders, licenses, permits, conditions or other directives issued by a Governmental Authority which relate to the future use or require any change in the present use or operations of the Owned Real Property; and (vii) all utilities currently servicing the Owned Real Properties are, to Seller’s Knowledge, properly installed, connected its ownership and operating, with all outstanding charges paid in full (or paid in full as of the Closing), and are sufficient for the operation of the Business as currently conductedLand and the Improvements.

Owned Real Property. With respect to each Owned Real Property: (ia) Section 3.7(a) of the Seller Disclosure Schedule sets forth an accurate and complete list (including street address, current owner and legal description); (ii) the current owner has will convey good and marketable indefeasible fee simple title to each the Owned Real Property, free and clear of any all Encumbrances. No lien, title defect, judgment or encumbrance which either (i) (A) does not specifically pertain to the Real Property and (B) is insured over by the title company insuring Purchaser’s title to the Real Property or (ii) is not an Encumbrance;, shall be deemed to render title to the Real Property unmarketable or uninsurable. (iiib) except as set forth on Section 3.7(aSeller has not received any written notice of any uncured current violation, citations, summonses, subpoenas, compliance orders, directives, suits, other legal process, or other written notice of potential liability under applicable zoning, building, fire and other applicable laws and regulations relating to the Owned Real Property and there is no action, suit, proceeding or investigation pending or threatened before any governmental authority which relates to Seller or the Owned Real Property. (c) Seller has not received any written notice of any actual or pending condemnation proceeding relating to the Branches. (d) To Seller’s knowledge, Seller Disclosure Schedulehas received no notice of any default or breach by Seller under any covenant, no member condition, restriction, right of the Seller Group has leased, subleased, licensed way or otherwise granted to any person the right to possess, use or occupy easement affecting the Owned Real Property or any portion thereof;, and no such default or breach now exists. (ive) there are no outstanding options or rights Neither Seller nor any of first refusal or other agreements granting to its Affiliates has entered into any person or entity any right to purchase or lease agreement regarding the Owned Real Property, and the Owned Real Property (other than the right is not subject to any claim, demand, suit, lien, proceeding or litigation of the Purchaser pursuant to this Agreement)any kind, pending or outstanding, or any portion thereof to Seller’s knowledge, threatened, which would be binding upon Purchaser or interest therein; (v) no member of the Seller Group has received any written notice of any pending its successors or threatened condemnation proceedings in the nature of eminent domain in connection with any parcel assigns and materially affect or limit Purchaser’s or its successors’ or assigns’ use and enjoyment of the Owned Real Property;Property or which would materially limit or restrict Purchaser’s right or ability to enter into this Agreement and consummate the sale and purchase contemplated hereby. (vif) to To Seller’s Knowledgeknowledge, there are Seller has received no agreementsnotice of any default or breach by Seller under any covenant, orderscondition, licensesrestriction, permits, conditions right of way or other directives issued by a Governmental Authority which relate to the future use or require any change in the present use or operations of easement affecting the Owned Real Property; and (vii) all utilities currently servicing the Owned Real Properties are, to Seller’s Knowledge, properly installed, connected and operating, with all outstanding charges paid in full (Property or paid in full as of the Closing)any portion thereof, and are sufficient for the operation of the Business as currently conductedno such default or breach now exists.

Owned Real Property. Schedule 2.11(a) contains a true and complete description of all real property owned by the Company or any of its Subsidiaries (the “Owned Real Property”). With respect to each such parcel of Owned Real Property: (i, except as otherwise disclosed on Sections 2.11(a) Section 3.7(aand 2.11(b) of the Seller Disclosure Schedule sets forth an accurate Letter, (i) there are no leases, subleases, options or other agreements, written or oral, granting to any party or parties the right to obtain title of such parcel or any portion thereto (except for which public notice has been provided or has been disclosed in a survey) and complete list (including street address, current owner and legal description); (ii) to the current owner has good Seller’s Knowledge, there are no parties (other than the Company and/or any of its Subsidiaries and/or their contractors, subcontractors, agents, sublessees, licensees, customers and marketable indefeasible fee simple title to each Owned Real Propertyinvitees) who have leases, free and clear of any Encumbrance; (iii) except as set forth on Section 3.7(a) of the Seller Disclosure Schedulesubleases, no member of the Seller Group has leasedoptions or other agreements, subleasedwritten or oral, licensed or otherwise granted granting to any person party or parties the right to possess, of use or occupy occupancy and/or who are in possession of or who are using any such parcel. To the Seller’s Knowledge, all improvements on the Owned Real Property or any portion thereof; (iv) there are no outstanding options or rights of first refusal or other agreements granting to any person or entity any right to purchase or lease the Owned Real Property (other than the right of the Purchaser pursuant to this Agreement)conform in all material respects with applicable laws and ordinances, or any portion thereof or interest therein; (v) no member of and neither the Seller Group nor any of its Affiliates has received any written notice of any pending violation of any such laws or threatened condemnation proceedings in the nature of eminent domain in connection with any parcel of ordinances. To Seller’s Knowledge, all improvements on the Owned Real Property; (vi) to Property are in reasonable condition and repair and have not suffered any casualty or other material damage that has not been repaired in all material respects, except for ongoing and routine maintenance and repair requirements. To the Seller’s Knowledge, there are is no agreementsmaterial latent or patent structural, orders, licenses, permits, conditions mechanical or other directives issued by a Governmental Authority which relate to the future use significant defect, soil condition or require any change deficiency in the present use or operations of improvements located on the Owned Real Property; and (vii) all utilities currently servicing the Owned Real Properties are, to Seller’s Knowledge, properly installed, connected and operating, with all outstanding charges paid in full (or paid in full as of the Closing), and are sufficient for the operation of the Business as currently conducted.

Owned Real Property. Section 4(i) of the Disclosure Schedule lists and describes briefly all real property that the Company owns. With respect to each Owned Real Propertysuch parcel of owned real property, and except as otherwise disclosed in Section 4(i) of the Disclosure Schedule: (i) Section 3.7(a) of the Seller Disclosure Schedule sets forth an accurate and complete list (including street address, current owner and legal description); (ii) the current owner Company has good and marketable indefeasible fee simple title to each Owned Real Propertythe parcel of real property, free and clear of any Encumbrance; Security Interest, easement, covenant, or other restriction, (iii) except as set forth on Section 3.7(a) of the Seller Disclosure Schedule, no member of the Seller Group has leased, subleased, licensed including but not limited to leases or otherwise granted other agreements granting to any person party the right to possess, of use or occupy the Owned Real Property or any portion thereof; (iv) there are no outstanding occupancy of and options or rights of first refusal to purchase) except for recorded easements, covenants, and other restrictions which do not impair the current use, occupancy, or value, or the marketability of title, of the property subject thereto; (ii) there are no (A) pending or, to the Knowledge of the Majority Shareholder or the Company, threatened condemnation proceedings relating to the property; (B) pending or, to the Knowledge of the Sellers and the Company, threatened litigation or administrative actions relating to the property; or (C) other matters affecting occupancy, or value thereof; (iii) the legal description for the parcel contained in the deed thereof describes such parcel fully and adequately, the buildings, towers, antennae and improvements are located within the boundary lines of the described parcels of land, are not in violation of applicable setback requirements, zoning laws, and ordinances (and none of the properties or buildings or improvements thereon are subject to "permitted non-conforming use" or "permitted non-conforming structure" classifications), and do not encroach on any easement which may burden the land, the land does not serve any adjoining property for any purpose inconsistent with the use of the land, the property is not subject to any restriction for which any permits or licenses necessary to the use thereof have not been obtained, and access to the property is provided by public right-of-way; (iv) all facilities have received all approvals of governmental authorities (including licenses and permits) required in connection with the ownership or operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations; (v) there are no parties (other than the Company and its Subsidiaries) in possession of the parcel of real property, other than tenants under any leases disclosed in Section 4(i) of the Disclosure Schedule who are in possession of space to which they are entitled, no leases, subleases or other agreements granting to any person or entity party any right to purchase of use or lease the Owned Real Property (other than the occupancy or option or right of the Purchaser pursuant refusal with respect to this Agreement), or any portion thereof or interest therein; (v) no member of the Seller Group has received any written notice of any pending or threatened condemnation proceedings in the nature of eminent domain in connection with any parcel of the Owned Real Propertyreal property; (vi) to Seller’s Knowledgeall facilities located on the parcel of real property are supplied with utilities and other services necessary for the operation of such facilities, there including electricity and telephone, all of which services are no agreementsadequate in accordance with all applicable laws, ordersordinances, licensesrules, permitsand regulations and are provided via public or private roads or via permanent, conditions or other directives issued by a Governmental Authority which relate to irrevocable, appurtenant easements benefitting the future use or require any change in the present use or operations parcel of the Owned Real Propertyreal property; and (vii) all utilities currently servicing each parcel of real property abuts on and has direct vehicular access to a public road or access to a public road via a permanent, irrevocable, appurtenant easement benefitting the Owned Real Properties are, to Seller’s Knowledge, properly installed, connected and operating, with all outstanding charges paid in full (or paid in full as parcel of the Closing), and are sufficient for the operation of the Business as currently conductedreal property.

Owned Real Property. Section 4(i) of the Disclosure Schedule lists and describes briefly all real property that the Company owns. With respect to each Owned Real Propertysuch parcel of owned real property: (i) Section 3.7(a) of the Seller Disclosure Schedule sets forth an accurate and complete list (including street address, current owner and legal description); (ii) the current owner Company has good and marketable indefeasible fee simple title to each Owned Real Propertythe parcel of real property, free and clear of any Encumbrance; Security Interest, easement, covenant, or other restriction, (iii) except as set forth on Section 3.7(a) of the Seller Disclosure Schedule, no member of the Seller Group has leased, subleased, licensed including but not limited to leases or otherwise granted other agreements granting to any person party the right to possess, of use or occupy the Owned Real Property or any portion thereof; (iv) there are no outstanding occupancy of and options or rights of first refusal to purchase) except for recorded easements, covenants, and other restrictions which do not impair the current use, occupancy, or value, or the marketability of title, of the property subject thereto; (ii) there are no (A) pending or, to the Knowledge of the Sellers and the Company, threatened condemnation proceedings relating to the property; (B) pending or, to the Knowledge of the Sellers and the Company, threatened litigation or administrative actions relating to the property; or (C) other matters affecting occupancy, or value thereof; (iii) the legal description for the parcel contained in the deed thereof describes such parcel fully and adequately, the buildings, towers, antennae and improvements are located within the boundary lines of the described parcels of land, are not in violation of applicable setback requirements, zoning laws, and ordinances (and none of the properties or buildings or improvements thereon are subject to "permitted non-conforming use" or "permitted non-conforming structure" classifications), and do not encroach on any easement which may burden the land, the land does not serve any adjoining property for any purpose inconsistent with the use of the land, the property is not subject to any restriction for which any permits or licenses necessary to the use thereof have not been obtained, and access to the property is provided by public right-of-way; (iv) all facilities have received all approvals of governmental authorities (including licenses and permits) required in connection with the ownership or operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations; (v) there are no parties (other than the Seller) in possession of the parcel of real property, other than tenants under any leases disclosed in Section 4(j) of the Disclosure Schedule who are in possession of space to which they are entitled, no leases, subleases or other agreements granting to any person or entity party any right to purchase of use or lease the Owned Real Property (other than the occupancy or option or right of the Purchaser pursuant refusal with respect to this Agreement), or any portion thereof or interest therein; (v) no member of the Seller Group has received any written notice of any pending or threatened condemnation proceedings in the nature of eminent domain in connection with any parcel of the Owned Real Propertyreal property; (vi) to Seller’s Knowledgeall facilities located on the parcel of real property are supplied with utilities and other services necessary for the operation of such facilities, there including electricity and telephone, all of which services are no agreementsadequate in accordance with all applicable laws, ordersordinances, licensesrules, permitsand regulations and are provided via public or private roads or via permanent, conditions or other directives issued by a Governmental Authority which relate to irrevocable, appurtenant easements benefitting the future use or require any change in the present use or operations parcel of the Owned Real Propertyreal property; and (vii) all utilities currently servicing each parcel of real property abuts on and has direct vehicular access to a public road or access to a public road via a permanent, irrevocable, appurtenant easement benefitting the Owned Real Properties are, to Seller’s Knowledge, properly installed, connected and operating, with all outstanding charges paid in full (or paid in full as parcel of the Closing), and are sufficient for the operation of the Business as currently conductedreal property.

Owned Real Property. With Section 4.10(a)(i) of the Disclosure Schedule lists and describes briefly all real property that the Company owns. Except as disclosed in Section 4.10(a)(i) of the Disclosure Schedules, with respect to each Owned Real Propertysuch parcel of owned real property: (i) Section 3.7(a) of the Seller Disclosure Schedule sets forth an accurate and complete list (including street address, current owner and legal description); (ii) the current owner Company has good and marketable indefeasible fee simple title to each Owned Real Propertythe parcel of real property, free and clear of any EncumbranceLien or other restriction, except for installments of special assessments not yet delinquent and recorded easements, covenants, and other restrictions which do not impair the current use, occupancy, or value, or the marketability of title, of the property subject thereto; (ii) there are no pending or, to the Knowledge of the Sellers, threatened condemnation proceedings, lawsuits, or administrative actions relating to the property or other matters affecting adversely the current use, occupancy, or value thereof; (iii) except as set forth on Section 3.7(a) the legal description for the parcel contained in the deed thereof describes such parcel fully and adequately, the buildings and improvements are located within the boundary lines of the Seller Disclosure Scheduledescribed parcels of land, no member are not in violation of applicable setback requirements, zoning laws, and ordinances (and none of the Seller Group has leasedproperties or buildings or improvements thereon are subject to “permitted non-conforming use” or “permitted non-conforming structure” classifications), subleasedand do not encroach on any easement which may burden the land, licensed and the land does not serve any adjoining property for any purpose inconsistent with the use of the land, and the property is not located within any flood plain or otherwise granted subject to any person similar type restriction for which any permits or licenses necessary to the right to possess, use or occupy the Owned Real Property or any portion thereofthereof have not been obtained; (iv) all facilities have received all approvals of governmental authorities (including licenses and permits) required in connection with the ownership or operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations; (v) there are no leases, subleases, licenses, concessions, or other agreements, written or oral, granting to any party or parties the right of use or occupancy of any portion of the parcel of real property; (vi) there are no outstanding options or rights of first refusal or other agreements granting to any person or entity any right to purchase or lease the Owned Real Property (other than the right parcel of the Purchaser pursuant to this Agreement)real property, or any portion thereof or interest therein; (vvii) there are no member parties (other than the Company) in possession of the Seller Group has received any written notice of any pending or threatened condemnation proceedings in the nature of eminent domain in connection with any parcel of real property, other than tenants under any leases disclosed in Section 4.10(b) of the Owned Real PropertyDisclosure Schedule who are in possession of space to which they are entitled; (viviii) to Seller’s Knowledgeall facilities located on the parcel of real property are supplied with utilities and other services necessary for the operation of such facilities, there including gas, electricity, water, telephone, sanitary sewer, and storm sewer, all of which services are no agreementsadequate in accordance with all applicable laws, ordersordinances, licensesrules, permitsand regulations and are provided via public roads or via permanent, conditions or other directives issued by a Governmental Authority which relate to irrevocable, appurtenant easements benefitting the future use or require any change in the present use or operations parcel of the Owned Real Propertyreal property; and (viiix) all utilities currently servicing each parcel of real property abuts on and has direct vehicular access to a public road, or has access to a public road via a permanent, irrevocable, appurtenant easement benefitting the Owned Real Properties are, to Seller’s Knowledge, properly installed, connected and operating, with all outstanding charges paid in full (or paid in full as parcel of the Closing)real property, and are sufficient for access to the operation property is provided by paved public right of the Business as currently conductedway with adequate curb cuts available.

Owned Real Property. Section 3.23.1 of the Disclosure Schedule lists and describes briefly all real property that the Company owns. With respect to each Owned Real Property: such parcel of owned real property: (i) Section 3.7(a) of the Seller Disclosure Schedule sets forth an accurate and complete list (including street address, current owner and legal description); (iia) the current owner Company has good and marketable indefeasible fee simple title to each Owned Real Propertythe parcel of real property, free and clear of any Encumbrance; Security Interest; (iiib) except as set forth on Section 3.7(athere are no pending or, to the Knowledge of Seller, threatened condemnation Proceedings relating to the property or other Proceedings which could adversely affect the current use, occupancy or value thereof; (c) to the Knowledge of Seller, the buildings and improvements are located within the boundary lines of the Seller Disclosure Scheduledescribed parcels of land, no member are not in violation of applicable setback requirements, zoning Laws, and ordinances (and none of the Seller Group has leasedproperties or buildings or improvements thereon are subject to “permitted non-conforming use” or “permitted non-conforming structure” classifications), subleasedand do not encroach on any easement which may burden the land, licensed the land does not serve any adjoining property for any purpose that would adversely interfere with its current use of the land, and the property is not located within any flood plain; (d) there are no leases, subleases, licenses, concessions, or otherwise granted other agreements, written or oral, granting to any person party or parties the right to possess, of use or occupy the Owned Real Property or occupancy of any portion thereof; of the parcel of real property other than easements of record; (ive) there are no outstanding options or rights of first refusal or other agreements granting to any person or entity any right to purchase or lease the Owned Real Property (other than the right parcel of the Purchaser pursuant to this Agreement)real property, or any portion thereof or interest therein; ; (vf) no member of the Seller Group has received any written notice of any pending or threatened condemnation proceedings in the nature of eminent domain in connection with any parcel of the Owned Real Property; (vi) to Seller’s Knowledge, there are no agreements, orders, licenses, permits, conditions or parties (other directives issued by a Governmental Authority which relate to than the future use or require any change Company) in the present use or operations possession of the Owned Real Propertyparcel of real property; and (viig) all facilities located on the parcel of real property are supplied with utilities currently servicing the Owned Real Properties are, to Seller’s Knowledge, properly installed, connected and operating, with all outstanding charges paid in full (or paid in full as of the Closing), and are sufficient other services necessary for the operation of such facilities, including gas, electricity, water, telephone, sanitary sewer, and storm sewer, all of which services are adequate in accordance with all applicable Laws and are provided via public roads or via permanent, irrevocable, appurtenant easements benefiting the Business as currently conductedparcel of real property; and (h) to the Knowledge of Seller, each parcel of real property abuts on and has direct vehicular access to a public road, or has access to a public road via a permanent, irrevocable, appurtenant easement benefiting the parcel of real property, and access to the property is provided by paved public right-of-way with adequate curb cuts available.

Owned Real Property. Section 2.11 of the Disclosure Schedule lists as of the date of this Agreement the property address and description of all Owned Real Property. With respect to each piece of Owned Real Property: (ia) a Business Subsidiary or Operating Subsidiary has the title described in Section 3.7(a) 2.11 of the Seller Disclosure Schedule sets forth an accurate and complete list (including street address, current owner and legal description); (ii) the current owner has good and marketable indefeasible fee simple title with respect to each such Owned Real Property, in each case free and clear of any EncumbranceSecurity Interest except for Permitted Security Interests; (b) there are no (i) pending or, to the knowledge of the Sellers, threatened condemnation proceedings relating to such Owned Real Property, (ii) pending or, to the knowledge of the Sellers, threatened litigation or administrative actions relating to such Owned Real Property, or (iii) except as set forth on Section 3.7(a) other matters materially affecting adversely the use, occupancy or value of the Seller Disclosure Schedule, no member of the Seller Group has leased, subleased, licensed or otherwise granted to any person the right to possess, use or occupy the such Owned Real Property for the operation of the Business, except for any such condemnation proceedings, litigation or any portion thereofother matters that would not reasonably be expected to have a Business Material Adverse Effect; (ivc) the buildings and improvements may be used under applicable zoning and land use laws for the operation of the Business as currently conducted, and such buildings and improvements are located within the boundary lines of the described parcels of land, are not in material violation of current setback requirements, zoning laws and ordinances and do not encroach on any easement which may burden the land, except for any such violations or encroachments that would not reasonably be expected to have a Business Material Adverse Effect; (d) there are no leases, subleases, licenses or agreements, written or oral, granting to any party or parties (other than the applicable Business Subsidiary or Operating Subsidiary) the right of use or occupancy of any portion of such Owned Real Property; (e) there are no outstanding options or rights of first refusal or other agreements granting to any person or entity any right to purchase or lease the such Owned Real Property (other than the right of the Purchaser pursuant to this Agreement)Property, or any portion thereof or interest therein; (vf) no member to the knowledge of the Seller Group has received any written notice Sellers, such Owned Real Property is supplied with utilities and other services necessary for the current operation of any pending or threatened condemnation proceedings in the nature of eminent domain in connection with any parcel of the such Owned Real Property; (vi) to Seller’s Knowledge, there all of which services are no agreements, orders, licenses, permits, conditions or other directives issued by a Governmental Authority which relate to adequate in all material respects for the future use or require any change in the present use or operations current operation of the Owned Real PropertyBusiness; and (viig) all utilities currently servicing the improvements constructed on such Owned Real Properties are, to Seller’s Knowledge, properly installed, connected and operating, with Property are in all outstanding charges paid in full (or paid in full as of the Closing), and are sufficient for the operation of the Business as currently conductedoperating condition.

Owned Real Property. SCHEDULE 5.11 lists and describes briefly all real property that Isys owns. With respect to each Owned Real Propertyparcel of such real property: (i) Section 3.7(a) of the Seller Disclosure Schedule sets forth an accurate and complete list (including street address, current owner and legal description); (iia) the current identified owner has good and clear record and marketable indefeasible fee simple title to each Owned Real Propertysuch parcel, insurable by a recognized national title insurance company at standard rates, free and clear of any Encumbrancesecurity interest, easement, covenant or other restriction, except for recorded easements, covenants and other restrictions which do not impair the intended uses, occupancy or value of such parcel (the "Intended Uses"); (b) there are no (i) pending or, to the knowledge of Isys and Rombxxx, xxreatened condemnation proceedings relating to such parcel, (ii) pending or, to the knowledge of Isys and Rombxxx, xxreatened litigation or administrative actions relating to such parcel, or (iii) except as set forth on Section 3.7(a) of other matters affecting adversely the Seller Disclosure ScheduleIntended Uses, no member of the Seller Group has leased, subleased, licensed occupancy or otherwise granted to any person the right to possess, use or occupy the Owned Real Property or any portion value thereof; (ivc) the legal description for such parcel contained in the deed thereof describes such parcel fully and adequately; the buildings and improvements may be used as of right under applicable zoning and land use laws for the Intended Uses, and such buildings and improvements are located within the boundary lines of the described parcels of land, are not in violation of current setback requirements, zoning laws and ordinances and do not encroach on any easement which may burden the land; the land does not serve any adjoining property for any purpose inconsistent with the use of the land; and such parcel is not located within any flood plain or subject to any similar type restriction for which any permits or licenses necessary to the use thereof have not been obtained; (d) there are no leases, subleases, licenses or agreements, written or oral, granting to any party or parties (other than Isys, and those tenants under leases disclosed in SCHEDULE 5.11) the right of use or occupancy of any portion of such parcel. (e) there are no outstanding options or rights of first refusal or other agreements granting to any person or entity any right to purchase or lease the Owned Real Property (other than the right of the Purchaser pursuant to this Agreement)such parcel, or any portion thereof or interest therein; (vf) no member all facilities located on such parcel are supplied with utilities and other services necessary for the operation of such facilities, all of which services are adequate for the Seller Group has received any written notice of any pending Intended Uses and in accordance with all applicable laws, ordinances, rules and regulations and are provided via public roads or threatened condemnation proceedings in the nature of eminent domain in connection with any parcel of the Owned Real Propertyvia permanent, irrevocable, appurtenant easements benefiting such parcel; (vig) Isys has not received notice of, and to Seller’s Knowledgethe best of Isys' knowledge, there are is no agreements, orders, licenses, permits, conditions proposed or other directives issued by a Governmental Authority which relate pending proceeding to change or redefine the future use zoning classification of all or require any change in the present use or operations portion of the Owned Real Propertyparcels; (h) the improvements constructed on the parcels are in good condition and proper order, free of roof leaks, insect infestation, and material construction defects, and all mechanical and utility systems servicing such improvements are in good condition and proper working order, free of material defects; and (viii) all utilities currently servicing each parcel is an independent unit which does not rely on any facilities (other than the Owned Real Properties arefacilities of public utility and water companies) located on any other property (A) to fulfill any zoning, building code, or other municipal or governmental requirement, (B) for structural support or the furnishing of any essential building systems or utilities, including, but not limited to Seller’s Knowledgeelectric, properly installedplumbing, connected mechanical, heating, ventilating, and operatingair conditioning systems, with all outstanding charges paid or (C) to fulfill the requirements of any lease. No building or other improvement not included in full (or paid in full as the parcels relies on any part of the Closing)parcels to fulfill any zoning, and are sufficient building code, or other municipal or governmental requirement or for structural support or the operation furnishing of any essential building systems or utilities. Each of the Business parcels is assessed by local property assessors as currently conducteda tax parcel or parcels separate from all other tax parcels.

Owned Real Property. With respect to each Owned Real Property: (i) Section 3.7(a) of The Company owns no real property. Seller and its Affiliates own the Seller Disclosure Schedule sets forth an accurate and complete list (including street address, current owner and legal description); (ii) the current owner has good and marketable indefeasible fee simple title to each Owned Real Property, free and clear of any Encumbrance; (iii) except Zhuhai Facility. Except as set forth on Section 3.7(a) 3.14 of the Seller Disclosure Schedule, no member with respect to the Zhuhai Facility: (i) Seller or its Affiliates have duly obtained the land use right for industrial usage with respect to the land parcel on which the Zhuhai Facility is located for fifty years, ending on December 30, 2053; (ii) Seller or its Affiliates have paid in full the land granting fee as set forth under the land grant contract entered into with the local land authority; (iii) Seller or its Affiliates have title to the Zhuhai Facility, free and clear of the Seller Group has leasedall Liens, subleased, licensed or otherwise granted to any person the right to possess, use or occupy the Owned Real Property or any portion thereofother than Permitted Liens; (iv) there are no pending or, to Seller’s Knowledge, threatened, Proceedings, lawsuits, or administrative actions relating to the Zhuhai Facility; and (v) the Zhuhai Facility has received all material approvals of Governmental Authorities (including Permits and Licenses) required in connection with the ownership, construction or operation thereof and has been operated and maintained in accordance with all Applicable Laws in all material respects. (vi) there are no leases, subleases, licenses, concessions, or other agreements, written or oral, granting to any third party or parties the right of use or occupancy of any portion of the Zhuhai Facility; (vii) there are no outstanding options or rights of first refusal or other agreements granting to any person or entity any right to purchase or lease the Owned Real Property (other than the right of the Purchaser pursuant to this Agreement)Zhuhai Facility, or any portion thereof or interest therein; (vviii) no member the Zhuhai Facility is 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 adequate in accordance with all Applicable Laws, ordinances, rules, and regulations and is provided via public roads or via permanent, irrevocable, appurtenant easements benefiting the Seller Group has received any written notice of any pending or threatened condemnation proceedings in the nature of eminent domain in connection with any parcel of the Owned Real Property; (vi) to Seller’s Knowledge, there are no agreements, orders, licenses, permits, conditions or other directives issued by a Governmental Authority which relate to the future use or require any change in the present use or operations of the Owned Real Propertyreal property; and (viiix) all utilities currently servicing the Owned Real Properties are, Zhuhai Facility is in a state of good maintenance and repair (subject to Seller’s Knowledge, properly installed, connected normal wear and operating, tear consistent with all outstanding charges paid in full (or paid in full as the age of the Closing), assets and are sufficient properties) and is adequate and suitable for the operation of the Business as currently conductedpurposes for which it is presently being used.

Owned Real Property. Section 2(k) of the Disclosure Schedule lists and describes briefly all real property that the Sellers owns. With respect to each Owned Real Propertyparcel of such real property: (i) Section 3.7(a) of i. the Seller Disclosure Schedule sets forth an accurate and complete list (including street address, current owner and legal description); (ii) the current identified owner has good and clear record and marketable indefeasible fee simple title to each Owned Real Propertysuch parcel, insurable by a recognized national title insurance company at standard rates, free and clear of any EncumbranceSecurity Interest, easement, covenant or other restriction, except for recorded easements, covenants and other restrictions which do not impair the uses, occupancy or value of such parcel in their current uses (the "Intended Uses"); ii. there are no (i) pending or, to the knowledge of the Seller, threatened condemnation proceedings relating to such parcel, (ii) pending or, to the knowledge of the Seller, threatened litigation or administrative actions relating to such parcel, or (iii) except as set forth on Section 3.7(a) of other matters affecting adversely the Seller Disclosure ScheduleIntended Uses, no member of the Seller Group has leased, subleased, licensed occupancy or otherwise granted to any person the right to possess, use or occupy the Owned Real Property or any portion value thereof; iii. the legal description for such parcel contained in the deed thereof describes such parcel fully and adequately; the buildings and improvements may be used as of right under applicable zoning and land use laws for the Intended Uses, and such buildings and improvements are located within the boundary lines of the described parcels of land, are not in violation of current setback requirements, zoning laws and ordinances and do not encroach on any easement which may burden the land; the land does not serve any adjoining property for any purpose inconsistent with the Intended Uses; and such parcel is not located within any flood plain or subject to any similar type restriction for which any permits or licenses necessary to the use thereof have not been obtained; iv. there are no leases, subleases, licenses or agreements, written or oral, granting to any party or parties (ivother than the Seller) the right of use or occupancy of any portion of such parcel; v. there are no outstanding options or rights of first refusal or other agreements granting to any person or entity any right to purchase or lease the Owned Real Property (other than the right of the Purchaser pursuant to this Agreement)such parcel, or any portion thereof or interest therein; (v) no member of the Seller Group has received any written notice of any pending or threatened condemnation proceedings in the nature of eminent domain in connection vi. all facilities located on such parcel are supplied with any parcel of the Owned Real Property; (vi) to Seller’s Knowledge, there are no agreements, orders, licenses, permits, conditions or utilities and other directives issued by a Governmental Authority which relate to the future use or require any change in the present use or operations of the Owned Real Property; and (vii) all utilities currently servicing the Owned Real Properties are, to Seller’s Knowledge, properly installed, connected and operating, with all outstanding charges paid in full (or paid in full as of the Closing), and are sufficient services necessary for the operation of such facilities, including gas, electricity, water, telephone, sanitary sewer and storm sewer, all of which services are adequate for the Business Intended Uses and in accordance with all applicable laws, ordinances, rules and regulations and are provided via public roads or via permanent, irrevocable, appurtenant easements benefiting such parcel; vii. such parcel abuts on and has direct vehicular access to a public road or access to a public road via a permanent, irrevocable, appurtenant easement benefiting such parcel; viii. neither the Stockholder nor the Seller have received notice of, and to the best of the Seller's knowledge, there is no proposed or pending proceeding to change or redefine the zoning classification of all or any portion of the parcels; ix. the improvements constructed on the parcels are in good condition and proper order, free of roof leaks, insect infestation, and material construction defects, and all mechanical and utility systems servicing such improvements are in good condition and proper working order, free of material defects; and x. each parcel is an independent unit which does not rely on any facilities (other than the facilities of public utilities) located on any other property (i) to fulfill any zoning, building code, or other municipal or governmental requirement, (ii) for structural support or the furnishing of any essential building systems or utilities, including, but not limited to electric, plumbing, mechanical, heating, ventilating, and air conditioning systems, or (iii) to fulfill the requirements of any lease. No building or other improvement not included in the parcels relies on any part of the parcels to fulfill any zoning, building code, or other municipal or governmental requirement or for structural support or the furnishing of any essential building systems or utilities. Each of the parcels is assessed by local property assessors as currently conducteda tax parcel or parcels separate from all other tax parcels.

Owned Real Property. With respect to each (a) Schedule 3.14(a) contains a complete and ------------------- correct list of all real property currently owned by the Company or any of its Subsidiaries (the "Owned Real Property:"). (ib) Section 3.7(a) The Company or one of its Subsidiaries, as the Seller Disclosure Schedule sets forth an accurate and complete list (including street addresscase may be, current owner and legal description); (ii) the current owner has good and marketable indefeasible fee simple title to each the Owned Real Property, Property free and clear of any Encumbrance; Liens, except (i) those Liens set forth in Schedule 3.14(b), (ii) Liens reflected or reserved against in the Financial Statements, (iii) except as set forth (A) Liens (for which adequate accruals or reserves have been established on Section 3.7(athe financial statements) for taxes and assessments not yet due and payable or that are being contested in good faith and by appropriate proceeding and (B) Liens of warehousemen, mechanics and materialmen and other similar statutory Liens incurred in the Seller Disclosure ScheduleOrdinary Course of Business, no member of the Seller Group has leased, subleased, licensed or otherwise granted to any person the right to possess, use or occupy the Owned Real Property or any portion thereof; and (iv) there Liens (other than consensual Liens securing indebtedness) that, do not materially detract from the value or materially interfere with the present or intended use of such property (such Liens described in the preceding clauses (i), (ii), (iii) and (iv), the "Permitted Liens"). (c) There are no outstanding options or rights of first refusal or other agreements granting to any person or entity any right to purchase or lease the Owned Real Property (other than the right of the Purchaser pursuant to this Agreement)Property, or any portion thereof or interest therein;. (vd) no member The Owned Real Property and the Leased Real Property (collectively, the "Real Property"), together with easements appurtenant thereto, include all of the Seller Group has received any written notice of any pending real property used or threatened condemnation proceedings in the nature of eminent domain held for use in connection with the business of the Company and its Subsidiaries. (e) There are no proceedings in eminent domain or other similar proceedings pending, or to the knowledge of Stockholder or the Company, threatened affecting any parcel portion of the Owned Real Property;. (vif) to Seller’s Knowledge, there are no agreements, orders, licenses, permits, conditions or other directives issued by a Governmental Authority which relate to the future The current use or require any change in the present use or operations and operation of the Owned Real Property; and Property does not violate any applicable building, zoning, subdivision and other land use or similar laws, codes, ordinances, rules, regulations and orders of Governmental Entities (vii) all utilities currently servicing collectively, the Owned "Real Properties are, to Seller’s Knowledge, properly installed, connected and operating, with all outstanding charges paid in full (or paid in full as of the ClosingProperty Laws"), and are sufficient for other than those violations that individually or in the operation of the Business as currently conductedaggregate would not reasonably be expected to have a Material Adverse Effect.

Owned Real Property. With respect to each Schedule 2.16(b) sets forth a list of the real property owned by Seller and used by, or in connection with, the operation of the Business (the “Owned Real Property:”). Except as set forth on Schedule 2.16(b): (i) Section 3.7(a) of the Seller Disclosure Schedule sets forth an accurate and complete list (including street address, current owner and legal description); (ii) the current owner has good and marketable indefeasible fee simple title to each such Owned Real Property, free and clear of any Encumbranceall Encumbrances, other than Permitted Encumbrances; (iiiii) except as set forth on Section 3.7(a) of the Seller Disclosure Schedule, no member of the Seller Group has leased, subleased, licensed not leased or otherwise granted to any person Person the right to possess, use or occupy the such Owned Real Property or any portion thereofthereof (in each case that is currently in effect); (iviii) there are no outstanding options options, rights of first offer or rights of first refusal or other agreements granting to Contracts for the sale, exchange, Encumbrance, lease or transfer of any person or entity any right to purchase or lease the Owned Real Property (other than the right of the Purchaser pursuant to this Agreement), or any portion thereof or interest therein; (iv) (A) the Owned Real Property is reasonably adequate and reasonably suitable for its present uses, has no material defects, is structurally sound, are in all material respects in good operating condition and repair, subject to ordinary wear and tear, and has been maintained in all material respects in accordance with normal industry practice, and (B) there are no material repairs, replacements or regularly scheduled maintenance relating to any Owned Real Property that are currently being delayed or deferred by Seller; (v) no member of the Seller Group has received any written notice of any pending or threatened condemnation proceedings is in the nature of eminent domain in connection with any parcel peaceful and undisturbed possession of the Owned Real Property, and there are no contractual or legal restrictions that preclude or restrict the ability of Seller to use such Owned Real Property for the purposes for which it is currently being used, except where any such restrictions would not materially impair the Business as currently conducted; (vi) to Seller’s KnowledgeAll buildings, there are no agreementsstructures, orders, licenses, permits, conditions or fixtures (not including trade fixtures) and other directives issued by a Governmental Authority which relate to the future use or require any change improvements included in the present use or operations of the Owned Real PropertyProperty are in compliance in all material respects with all applicable Laws, including those pertaining to health and safety, zoning, building and construction requirements and the disabled; and (vii) Seller has access to and the rights of ingress and egress over, to and from public roads or through easements or other rights of way bounding each Owned Real Property and each Owned Real Property is served by water, sewer, sanitary sewer and storm drain facilities and other utilities reasonably adequate in all material respects to service such Owned Real Property for its current uses and all utilities currently servicing necessary to the continued use and enjoyment of each Owned Real Properties are, Property are located either in the public right of way abutting such Owned Real Property (which are connected so as to Seller’s Knowledge, properly installed, connected and operating, with all outstanding charges paid serve such Owned Real Property without passing over any other property) or in full (or paid in full as of the Closing), and are sufficient for the operation of the Business as currently conductedrecorded perpetual easements serving such Owned Real Property.

Owned Real Property. The Owned Real Property constitutes all real property owned by any Seller that is used exclusively or primarily in the AIS Business. With respect to each piece of Owned Real Property: (ia) Section 3.7(a) one of the Seller Disclosure Schedule sets forth an accurate and complete list (including street address, current owner and legal description); (ii) the current owner Sellers has good record and marketable indefeasible fee simple title to each to, and is in possession of, such Owned Real Property, free and clear of any Encumbrance, except for recorded easements, covenants and other restrictions which do not, individually or in the aggregate, materially impair the value or current uses of such Owned Real Property; (iiib) except as set forth on Section 3.7(a) of the Seller Disclosure Schedulethere are no leases, no member of the Seller Group has leased, subleased, licensed subleases or otherwise granted agreements granting to any person party or parties the right to possess, of use or occupy occupancy of any portion of such Owned Real Property, and no third party is in possession of any of the Owned Real Property or any portion thereofProperty; (ivc) there are no outstanding options or rights of first refusal or other agreements granting to any person or entity any right to purchase or lease the Owned Real Property (other than the right of the Purchaser pursuant to this Agreement), or any portion thereof or interest therein; (v) no member of the Seller Group has received any written notice of any pending or threatened condemnation proceedings in the nature of eminent domain in connection with any parcel of the such Owned Real Property; (vid) none of the Sellers has received notice of, and to Seller’s Knowledgethe knowledge of the Sellers, there are is no agreements, orders, licenses, permits, conditions pending eminent domain proceeding or other directives issued by a Governmental Authority which relate proceeding to change or redefine the future use or require any change in the present use or operations of the zoning classification with respect to such Owned Real Property; and (viie) all utilities currently servicing to the knowledge of the Sellers, (i) the improvements constructed on such Owned Real Properties areProperty are in good condition, to Seller’s Knowledgenormal wear and tear excepted, properly installed(ii) no Seller has received any uncured notice, connected and operatingdemand or request stating that such Owned Real Property is not in compliance with any applicable law, with all outstanding charges paid in full (statute, ordinance or paid in full as of the Closing)code, and (iii) there are sufficient for the operation no violations of the Business as currently conductedany deed restrictions or recorded covenants affecting such Owned Real Property.

Owned Real Property. With respect to each Owned Real Property: (ia) Section 3.7(aSchedule 4.18(a) of the Seller Disclosure Schedule sets forth an accurate is a true and complete list (including street by address, current owner and reference to recorded instrument or legal description) of all interests in real property owned in fee simple title by the Company or any Subsidiary, other than the Rights-of-Way (each such real property interest, together with all buildings, structures, improvements, fixtures and other rights on or appurtenant thereto, the “Real Property”); (ii) the current owner . The Company or a Subsidiary has good and marketable indefeasible fee simple title to each Owned the Real Property, free and clear of all Liens other than Permitted Encumbrances (defined below). There is no Company’s Knowledge of, nor has there been receipt of any Encumbrance;written notice of, a proceeding in eminent domain or other similar proceeding affecting the Real Property. (b) The Real Property is free and clear of all Liens, except for: (i) such items as are set forth on Schedule 4.18(b)(i) attached hereto; (ii) mechanics’, carriers’ workmen’s, repairmen’s or other like Liens arising or incurred in the ordinary course of business; (iii) except as set forth on Section 3.7(a) Liens arising under equipment leases with third parties entered into in the ordinary course of the Seller Disclosure Schedule, no member of the Seller Group has leased, subleased, licensed or otherwise granted to any person the right to possess, use or occupy the Owned Real Property or any portion thereof; business; (iv) there Liens for ad valorem and personal property taxes which are no outstanding options not due and payable or which may thereafter be paid without penalty; (v) zoning, building, fire, health, environmental and pollution control Laws, ordinances, rules and safety regulations and other similar restrictions; (vi) the rights of first refusal the owners of outstanding oil, gas and mineral interests and/or their lessees, to explore for, drill, produce and develop said oil, gas and minerals owned by them in, on and under said lands, together with the rights to use as much of the surface of said lands as is reasonably necessary to exercise their rights to explore for and extract said oil, gas and minerals from said lands that (A) do not, individually or other agreements granting in the aggregate, materially detract from the value of, or materially interfere with, the operation, maintenance, repair, replacement and/or use of the Real Property subject thereto or affected thereby or (B) are of a nature that would be reasonably acceptable to a prudent owner or operator of assets and facilities of a type similar to those of the Company and its Subsidiaries; (vii) acts done or suffered to be done by, and judgments against, Buyer and those claiming by, through or under Buyer; (viii) Liens which will be fully released at or before the Closing; (ix) any person matters that are waived without reservation in writing by Buyer; (x) utility easements, restrictive covenants and defects, imperfections or entity irregularities of title or liens, if any, as would not materially impair the use of the Real Property burdened thereby in the manner currently used; (xi) all defects, exceptions, restrictions, easements, rights of way and encumbrances disclosed in policies of title insurance that have been delivered or made available by or on behalf of Seller; or (xii) all matters disclosed by instruments recorded in the real property records and all matters that would be disclosed by a current survey or recertification of any right to purchase or lease the Owned prior survey of Real Property (other than collectively, (i) through (xii) are referred to herein as the right “Permitted Encumbrances”). Except as described in Schedule 4.18(b)(ii), Schedule 4.19(i), Schedule 4.19(ii), or Schedule 4.19(iii), neither the Company nor any Subsidiary has granted a third party possession of any Real Property, any of the Purchaser pursuant property subject to this Agreement), the Real Property Leases or any Right-of-Way or any portion thereof nor is the Company a party to any lease, sublease, license, concession or interest therein; (v) no member other contract granting to any third party the right to use or occupy any portion of the Seller Group has received Real Property, any written notice of any pending or threatened condemnation proceedings in the nature of eminent domain in connection with any parcel of the Owned Real Property; (vi) to Seller’s Knowledge, there are no agreements, orders, licenses, permits, conditions or other directives issued by a Governmental Authority which relate property subject to the future use Real Property Leases or require any change in the present use or operations of the Owned Real Property; and (vii) all utilities currently servicing the Owned Real Properties are, to Seller’s Knowledge, properly installed, connected and operating, with all outstanding charges paid in full (or paid in full as of the Closing), and are sufficient for the operation of the Business as currently conductedRight-of-Way.

Owned Real Property. With respect to each Owned Real Property: (i) Section 3.7(a) The particulars of the Seller Disclosure Owned Real Properties shown in Schedule sets forth an accurate P and complete list (including street address, current Schedule W are true and correct and the parties set out on Schedule P and Schedule W opposite each property is the registered owner of and legal description); (ii) the current owner has good and marketable indefeasible fee simple title to each Owned Real Property which it owns free from any encumbrance with no adverse rights thereon and there are appurtenant to each Owned Real Property all rights and easements necessary for its exclusive use and enjoyment and Convey Advertising has the absolute right to the use, occupation and enjoyment of the Owned Real Property. (ii) There is no defect in title to any of the Owned Real Property and, free and clear if required by XFM, the Vendor shall, at its sole expense, procure the Convey Advertising to deduce good title to XFM in respect of all or any Encumbrance;of the Owned Real Property. (iii) except as set forth on Section 3.7(a) There are no rights, interests, conditions, reservations, licences, mortgages, charges, options, encumbrances, exceptions, covenants restrictions stipulations easements or quasi easements, privileges or any other matters or things which may adversely affect the company's use of the Seller Disclosure Schedule, no member of the Seller Group has leased, subleased, licensed or otherwise granted to any person the right to possess, use or occupy the Owned Real Property or any portion part thereof for the purposes of the business now being carried on at or in connection with the Owned Real Property or which are of an onerous or unusual nature or which conflict with the present user thereof or any part thereof or materially affect the value of such Owned Real Property or any part thereof;. (iv) there There are no disputes or outstanding options or rights of first refusal or other agreements granting to any person or entity any right to purchase or lease the Owned Real Property expected notices (other than the right of the Purchaser pursuant to this Agreement)whether given by a lessor, a licensor, a Governmental Entity or any portion thereof or interest therein; (vother - 29 - Person) no member of the Seller Group has received any written notice of any pending or threatened condemnation proceedings in the nature of eminent domain in connection with any parcel of affecting the Owned Real Property; (viv) to Seller’s Knowledge, there There are no agreementsproposals, orders, licenses, permits, conditions acts or things made and done or intended to be made or done by any Governmental Entity or any other directives issued by a Governmental Authority competent authority concerning all or any part of any Owned Real Property or which relate to would adversely affect the future use or require any change in the present use or operations value of the Owned Real Property; and (vii) all utilities currently servicing the Owned Real Properties are, to Seller’s Knowledge, properly installed, connected and operating, with all outstanding charges paid in full (same or paid in full as of the Closing), and are sufficient for the operation of the Business as currently conductedany part thereof.

Owned Real Property. With respect to (a) Disclosure Schedule 3.10(a) sets forth a list of all real property included in the Business Assets, each parcel of which is owned by a Transferred Subsidiary or an Indirect Subsidiary (the “Owned Real Property”). Each Transferred Subsidiary or Indirect Subsidiary does and will have, at the Closing, good, valid and marketable title to each of the parcels of the Owned Real Property, in all cases free and clear of all Encumbrances, except Permitted Encumbrances. (b) All of the buildings, offices and other structures located on the Owned Real Property which are material to the conduct of the Business have been maintained in reasonable condition in a manner consistent with past maintenance practices of the Business. (c) Except as set forth on Disclosure Schedule 3.10(c) and to the Sellers’ Knowledge: (i) Section 3.7(a) of the Seller Disclosure Schedule sets forth an accurate all water, gas, electrical, steam, compressed air, telecommunication, sanitary and complete list (including street address, current owner storm sewage lines and legal description); (ii) the current owner has good other utilities and marketable indefeasible fee simple title to systems serving each Owned Real Property, free and clear of any Encumbrance; (iii) except as set forth on Section 3.7(a) of the Seller Disclosure Schedule, no member of the Seller Group has leased, subleased, licensed or otherwise granted to any person the right to possess, use or occupy the Owned Real Property or any portion thereof; (iv) there are no outstanding options or rights of first refusal or other agreements granting to any person or entity any right to purchase or lease the Owned Real Property (other than the right of the Purchaser pursuant to this Agreement), or any portion thereof or interest therein; (v) no member of the Seller Group has received any written notice of any pending or threatened condemnation proceedings in the nature of eminent domain in connection with any parcel of the Owned Real Property;Property are sufficient in all material respects to enable the operation of such parcel of the Owned Real Property by such Transferred Subsidiary or Indirect Subsidiary in substantially the manner of its current operation, (viii) to Seller’s Knowledgeall certificates of occupancy, there are no agreements, orderspermits, licenses, approvals and other authorizations required to be held by such Transferred Subsidiary or Indirect Subsidiary with respect to each parcel of the Owned Real Property in connection with the present Business operations on such parcel of the Owned Real Property have been lawfully issued to and are in full force and effect and all conditions have been and continue to be fully complied with, with respect to such Transferred Subsidiary or Indirect Subsidiary, except for any certificates of occupancy, permits, conditions or licenses, approvals and other directives authorizations issued by a Governmental Authority which relate that required the consent of any Governmental Authority or third party for transfer, assignment or conveyance in connection with the Restructuring, and (iii) each location of Owned Real Property has legal access to public roads and utilities in all material respects. (d) Except as set forth on Disclosure Schedule 3.10(d): (i) none of the Share Sellers or any of their Affiliates has received any written notice, order or demand with respect to the future use or require quiet enjoyment of any change in the present use parcel of Owned Real Property or operations access to or from such location, (ii) none of the Share Sellers or any of their Affiliates has received any written notice, order or proposal regarding any pending or threatened administrative action or judicial Proceeding relating to any parcel of Owned Real Property; , and (viiiii) none of the Share Sellers or any of their Affiliates has received any written notice, order or proposal regarding any pending or threatened eminent domain proceeding or expropriation that might reasonably result in the taking of all utilities currently servicing the or any portion of any parcel of Owned Real Properties are, to Seller’s Knowledge, properly installed, connected and operating, with all outstanding charges paid in full (or paid in full as of the Closing), and are sufficient for the operation of the Business as currently conductedProperty.

Owned Real Property. With respect to each (i) Schedule 6.20(a)(i) contains a list of all real property owned by the Company or the Company Subsidiaries (together with all improvements located therein and all appurtenances related thereto, the “Owned Real Property: (i) Section 3.7(a) ”), and properly identifies the applicable owner and use of each parcel of Owned Real Property. Except as set forth on Schedule 6.21(a)(i), all buildings, plants and structures located on the Owned Real Property lie wholly within the boundaries of the Seller Disclosure Schedule sets forth an accurate Owned Real Property and complete list (including street addressdo not encroach upon the property of, current owner or otherwise conflict with the property rights of, any other Person and legal description);no property adjacent to the Owned Real Property encroaches on the Owned Real Property. (ii) Except as set forth in Schedule 6.20(a)(ii), the current owner Company or the Company Subsidiaries has good and marketable indefeasible fee simple title to each parcel of Owned Real Property free and clear of all Encumbrances, except (A) Permitted Encumbrances, (B) zoning and building restrictions, and (C) Leases under which the Company or any Company Subsidiary is lessor disclosed on Schedule 6.20(a)(ii) (the “Owned Property Leases”). True and complete copies of the Owned Property Leases, if any, have previously been delivered to Parent by the Company or the Stockholders’ Representative. (iii) Except as disclosed on Schedule 6.20(a)(iii), all buildings, structures, improvements and fixtures located on, under, over or within the Owned Real Property, free are in good operating condition and clear of any Encumbrance; (iii) except as set forth on Section 3.7(a) of the Seller Disclosure Schedule, no member of the Seller Group has leased, subleased, licensed or otherwise granted to any person the right to possess, use or occupy the Owned Real Property or any portion thereof;repair. (iv) there are no outstanding options No condemnation or rights eminent domain proceeding against any part of first refusal or other agreements granting to any person or entity any right to purchase or lease the Owned Real Property (other than is pending or, to the right knowledge of the Purchaser pursuant to this Agreement)Company, or any portion thereof or interest therein; (v) no member of the Seller Group has received any written notice of any pending or threatened condemnation proceedings in the nature of eminent domain in connection with any parcel of the Owned Real Property; (vi) to Seller’s Knowledge, there are no agreements, orders, licenses, permits, conditions or other directives issued by a Governmental Authority which relate to the future use or require any change in the present use or operations of the Owned Real Property; and (vii) all utilities currently servicing the Owned Real Properties are, to Seller’s Knowledge, properly installed, connected and operating, with all outstanding charges paid in full (or paid in full as of the Closing), and are sufficient for the operation of the Business as currently conductedthreatened.

Owned Real Property. With respect to each Owned Real PropertyExcept as Disclosed in the Land Sale Contract: (ia) Section 3.7(a) of the Seller Disclosure Schedule sets forth an accurate and complete list (including street address, current owner and legal description); (ii) the current owner has good and marketable indefeasible fee simple title to each The Owned Real Property, free and clear of any Encumbrance; (iii) except as set forth on Section 3.7(a) of the Seller Disclosure Schedule, no member of the Seller Group has leased, subleased, licensed or otherwise granted Property is not subject to any person lease, license relating to the right to possess, occupation and use or occupy of the Owned Real Property or any portion thereof; (iv) there are no outstanding options or rights of first refusal or other agreements granting sublicense relating to any person or entity any right to purchase or lease the Owned Real Property (other than the right of the Purchaser pursuant to this Agreement), or any portion thereof or interest therein; (v) no member of the Seller Group has received any written notice of any pending or threatened condemnation proceedings in the nature of eminent domain in connection with any parcel occupation and use of the Owned Real Property;. (vib) The Seller has good and marketable fee simple/long leasehold title to the Owned Real Property. (c) There are no pending compulsory proceedings relating to the Owned Real Property. (d) The Owned Real Property has not suffered any material damage by fire, flood or other casualty which has not heretofore been repaired and restored in all respects. All improvements located on the Owned Real Property are in sufficiently good condition and repair ([**]) to allow the other Transferred Assets to be operated in all respects as currently operated by the Seller and/or its Affiliates. To the Knowledge of the Seller’s Knowledge, there are no agreements, orders, licenses, permits, conditions fact or condition exists which could result in the termination or reduction of the current access from the Owned Real Property to existing roads or to sewer or other directives issued by a Governmental Authority which relate to utility services presently serving such real property that would materially impact the future use or require any change in the present use or operations of the Owned Real Property; and. (viie) all utilities currently servicing All of the property at the Athlone Facility is registered in the Land Registry and there is no element of possessory title or unregistered title. (f) To the Knowledge of the Seller, neither the Seller nor any of its Affiliates has received any enforcement notices or warning notices from the local authorities in relation to the Owned Real Properties areProperty. (g) The Seller’s title to the Owned Real Property is registered in the Property Registration Authority and, to Seller’s Knowledge, properly installed, connected and operating, with all outstanding charges paid in full (or paid in full as the Knowledge of the Closing)Seller, and are sufficient for the operation none of the Business as currently conductedburdens specified in Sections 59, 72 and 73 of the Registration of Title Act 1964 affect same.

Owned Real Property. With respect to each Schedule 3.14(a) contains a complete list of all Real Property in which any of the Hxxxxx Companies has a fee simple interest (“Owned Real Property: (i”). The Hxxxxx Company set forth on Schedule 3.14(a) Section 3.7(a) is the sole titleholder of the Seller Disclosure Schedule sets forth an accurate record and complete list (including street address, current owner and legal description); (ii) the current owner has good and marketable owns indefeasible fee simple absolute title and all equitable interest therein to each Owned Real Propertythe land, land improvements and buildings legally described as set forth in Schedule 3.14(a), together with all privileges, rights, easements, hereditaments, and appurtenances thereunto belonging, free and clear of any Encumbrance; (iii) all Liens, except as set forth on Section 3.7(a) of the Seller Disclosure Schedule, no member of the Seller Group has in Schedule 3.14(b). The Hxxxxx Companies have not leased, subleased, licensed or otherwise granted to any person Person the right to possess, use or occupy any of the Owned Real Properties or any portion thereof. There are no outstanding options, rights of first offer or rights of first refusal to purchase any Owned Real Property or any portion thereof or interest therein. None of the Hxxxxx Companies has been notified of any condemnation, expropriation or other proceeding in eminent domain, pending or, to the Knowledge of Seller, threatened, affecting any parcel of the Owned Real Property or any portion thereof; (iv) there are no outstanding options thereof or rights interest therein. None of first refusal the Hxxxxx Companies has received any notice of any material tax assessment affecting any Owned Real Property. Complete copies of all deeds, existing title insurance policies and surveys of or other agreements granting pertaining to any person or entity any right to purchase or lease the Owned Real Property (other than the right of the Purchaser pursuant to this Agreement), or any portion thereof or interest therein; (v) no member of the Seller Group has received any written notice of any pending or threatened condemnation proceedings in the nature possession or control of eminent domain in connection with any parcel of Seller, its Subsidiaries or the Owned Real Property; (vi) to Seller’s Knowledge, there are no agreements, orders, licenses, permits, conditions or other directives issued by a Governmental Authority which relate to the future use or require any change in the present use or operations of the Owned Real Property; and (vii) all utilities currently servicing the Owned Real Properties are, to Seller’s Knowledge, properly installed, connected and operating, with all outstanding charges paid in full (or paid in full Hxxxxx Companies as of the Closing), and are sufficient for the operation date of the Business as currently conductedthis Agreement have been made available to Buyer.

Owned Real Property. Schedule 3.10 sets forth a true and complete list and describes briefly all real property that the Company owns. With respect to each Owned Real Propertysuch parcel of owned real property: (ia) Section 3.7(a) of Except as set forth on Schedule 3.10(a), the Seller Disclosure Schedule sets forth an accurate and complete list (including street address, current owner and legal description); (ii) the current owner Company has good and marketable indefeasible fee simple title to each Owned Real Propertythe parcel of real property, free and clear of any Encumbrance, easement, covenant, or other restriction, except for recorded easements, covenants, and other restrictions which do not impair the current use, occupancy, or value, or the marketability of title, of the property subject thereto; (iiib) except as set forth on Section 3.7(a) there are no pending or, to the knowledge of the Seller Disclosure ScheduleCompany or Sellers, no member of threatened Claims, Encumbrances, condemnation proceedings, lawsuits, or administrative actions relating to the Seller Group has leasedproperty or other matters affecting materially and adversely the current use, subleasedoccupancy, licensed or otherwise granted to any person the right to possess, use or occupy the Owned Real Property or any portion value thereof; (ivc) to the knowledge of the Company or any Seller, the legal description for the parcel contained in the deed thereof describes such parcel fully and adequately, the buildings and improvements are located within the boundary lines of the described parcels of land, are not in violation of applicable setback requirements, zoning laws, and ordinances (and none of the properties or buildings or improvements thereon are subject to "permitted non-conforming use" or "permitted non-conforming structure" classifications), and do not encroach on any easement which may burden the land, and the land does not serve any adjoining property for any purpose inconsistent with the use of the land, (d) the property is not located within any flood plain or subject to any similar type restriction for which any permits or licenses necessary to the use thereof have not been obtained; (e) all facilities have received all approvals of governmental authorities (including licenses and permits) required in connection with the ownership or operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations, except for those the failure of which to obtain or comply with, as the case may be, would not have a Material Adverse Effect; (f) there are no leases, subleases, licenses, concessions, or other agreements, written or oral, granting to any party or parties the right of use or occupancy of any portion of the parcel of real property; (g) there are no outstanding options or rights of first refusal or other agreements granting to any person or entity any right to purchase or lease the Owned Real Property (other than the right parcel of the Purchaser pursuant to this Agreement)real property, or any portion thereof or interest therein; (vh) there are no member parties (other than the Company) in possession of the Seller Group has received any written notice of any pending or threatened condemnation proceedings in the nature of eminent domain in connection with any parcel of the Owned Real Propertyreal property, who are in possession of space to which they are entitled; (vii) to Seller’s Knowledgeall facilities located on the parcel of real property are supplied with utilities and other services necessary for the operation of such facilities, there including gas, electricity, water, telephone, sanitary sewer, and storm sewer, all of which services are no agreementsadequate in accordance with all applicable laws, ordersordinances, licensesrules, permitsand regulations and are provided via public roads or via permanent, conditions or other directives issued by a Governmental Authority which relate to irrevocable, appurtenant easements benefiting the future use or require any change in the present use or operations parcel of the Owned Real Propertyreal property; and (viij) all utilities currently servicing each parcel of real property abuts on and has direct vehicular access to a public road, or has access to a public road via a permanent, irrevocable, appurtenant easement benefiting the Owned Real Properties are, to Seller’s Knowledge, properly installed, connected and operating, with all outstanding charges paid in full (or paid in full as parcel of the Closing)real property, and are sufficient access to the property is provided by paved public right-of-way with curb cuts for the operation of the Business as currently conductedexisting driveways and roads.

Owned Real Property. Schedule 2.16(a) hereto sets forth all real property owned by the Company or TAC. With respect to each Owned Real Property: real property owned by the Company or TAC, except as set forth on Schedule 2.16(a), (i) Section 3.7(a) of the Seller Disclosure Schedule sets forth an accurate and complete list (including street address, current owner and legal description); (ii) the current owner Company or TAC has good and marketable indefeasible fee simple title to each Owned Real Propertysuch real property, free and clear of any Encumbrance; and all Liens other than Permitted Liens, (ii) there are no leases, subleases, licenses, options, rights, concessions or other agreements, written or oral, granting to any party or parties the right of use or occupancy of any portion of such real property, (iii) except as set forth on Section 3.7(a) of the Seller Disclosure Schedule, no member of the Seller Group has leased, subleased, licensed or otherwise granted to any person the right to possess, use or occupy the Owned Real Property or any portion thereof; (iv) there are no outstanding options or rights of first refusal or in favor of any other agreements granting to any person or entity any right party to purchase or lease the Owned Real Property (other than the right of the Purchaser pursuant to this Agreement), any such real property or any portion thereof or interest therein; , (iv) there are no parties who are in possession of or who are using any such real property or any portion thereof whose possession or use could reasonably be expected to impede the Company’s or TAC’s ability to use, transfer or sell such real property as the Company or TAC wishes, (v) no member of the Seller Group each such real property is supplied with utilities necessary for operations and abuts on or has received any written notice of any pending or threatened condemnation proceedings in the nature of eminent domain in connection with any parcel of the Owned Real Property; direct, permanent vehicular access to a public road and (vi) to Seller’s Knowledgethere is no pending or, there are no agreements, orders, licenses, permits, conditions or other directives issued by a Governmental Authority which relate to the future use or require any change in the present use or operations Knowledge of the Owned Real Property; and (vii) all utilities currently servicing Company, threatened condemnation proceeding relating to such real property. Neither the Owned Real Properties areCompany nor TAC holds any option, right of first refusal or similar right to purchase any additional real property or any portion thereof or interest therein. The Company or TAC has delivered, or made available, to Seller’s KnowledgeXxxxxx, properly installedtrue and correct copies of all title reports, connected title policies and operating, surveys with all outstanding charges paid in full (or paid in full as respect to the real properties described on Schedule 2.16(a). All of the Closing)owned real properties and improvements thereon, as well as the use thereof, comply with applicable zoning laws and the Company and TAC are sufficient for the operation not nonconforming uses pursuant to any of the Business as currently conductedsuch laws.

Owned Real Property. With respect RNC has the exclusive right to each Owned Real Property: (i) Section 3.7(a) of the Seller Disclosure Schedule sets forth an accurate possess, use and complete list (including street address, current owner occupy and legal description); (ii) the current owner has good and marketable indefeasible fee simple title to each all the Owned Real Property, free and clear of all Encumbrances or other restrictions of any Encumbrance; (iii) except as set forth kind other than Permitted Encumbrances. All buildings, structures, improvements and appurtenances situated on Section 3.7(a) of the Seller Disclosure Schedule, no member of the Seller Group has leased, subleased, licensed or otherwise granted to any person the right to possess, use or occupy the Owned Real Property or any portion thereof; (iv) there are no outstanding options or in good operating condition and in a state of good maintenance and repair and are adequate and suitable for the purposes for which they are now being used, and RNC has adequate rights of first refusal or other agreements granting to any person or entity any right to purchase or lease the Owned Real Property (other than the right of the Purchaser pursuant to this Agreement), or any portion thereof or interest therein; (v) no member of the Seller Group has received any written notice of any pending or threatened condemnation proceedings in the nature of eminent domain in connection with any parcel of the Owned Real Property; (vi) to Seller’s Knowledge, there are no agreements, orders, licenses, permits, conditions or other directives issued by a Governmental Authority which relate to the future use or require any change in the present use or operations of the Owned Real Property; and (vii) all utilities currently servicing the Owned Real Properties are, to Seller’s Knowledge, properly installed, connected ingress and operating, with all outstanding charges paid in full (or paid in full as of the Closing), and are sufficient egress for the operation of the Business as currently conductedProject in the ordinary course. Neither any of such buildings, structures, improvements or appurtenances (or equipment therein) nor the operation or maintenance thereof violates any restrictive covenant or any provision of any Law or encroaches on any property owned by others. Without limiting the generality of the foregoing: (a) the Owned Real Property and the current uses thereof comply in all material respects with all Laws; (b) there is nothing owing in respect of the Owned Real Property by RNC to any municipal corporation or to any other corporation or commission owning or operating a public utility for water, gas, electrical power or energy, steam or hot water, or for the use thereof, other than current accounts in respect of which the payment due date has not yet passed; (c) no part of the Owned Real Property has been taken or expropriated by any Governmental Body, nor has any notice thereof been given or proceeding commenced; and (d) the Permitted Encumbrances constitute all of the Encumbrances, agreements, indentures and other matters which affect the Owned Real Property.

Owned Real Property. With respect to each Owned Real Property: (ia) Section 3.7(a) 3.22 of the Seller Disclosure Schedule sets forth an accurate and a complete list (including street address, current owner and legal description);of the Owned Real Property. (iib) The Corporation is the current legal and beneficial owner has of the Owned Real Property, as principal and not as mandatary, xxxxx-nom or nominee, with good and marketable indefeasible fee simple title to each Owned Real Propertythereto, free and clear of any Encumbrance;all Encumbrances other than Permitted Encumbrances. (iiic) except Except as set forth on disclosed in Section 3.7(a) 3.22 of the Seller Disclosure Schedule, there are no member outstanding options, rights of first offer or rights of first refusal to purchase under which the Corporation is obligated to sell or any Person has a right to purchase any Owned Real Property, and the Corporation is not a party to any agreement or option to purchase any real property or interest therein. (d) There are no leases, subleases, licenses, concessions or other agreements, written or oral, granting to any Person or Persons the right of use or occupancy of any portion of any Owned Real Property. (e) To the knowledge of the Seller Group has leasedCorporation, subleasedall improvements situate on or forming part of the Owned Real Property lie wholly within the boundaries of the Owned Real Property and do not encroach upon the property of, licensed or otherwise granted to conflict with the property rights of, any person other Person. (f) The Corporation has not received any notification of and has no knowledge of, any outstanding or incomplete work orders in respect of any of the right to possessbuildings, use improvements or occupy other structures constructed on the Owned Real Property or of any portion thereof;current non-compliancy (other than non-compliances which are legal nonconforming under relevant zoning-bylaws) with applicable statutes and regulations or building and zoning by-laws and regulations. (ivg) there are no outstanding options or rights To the knowledge of first refusal or other agreements granting to any person or entity any right to purchase or lease the Corporation, the current uses of the Owned Real Property are permitted under current zoning regulations. (other than h) To the right knowledge of the Purchaser pursuant Corporation, there are no structural deficiencies or latent defects affecting any of the improvements situate on or forming part of the Owned Real Property and, to this Agreement)the knowledge of the Corporation, there are no facts or conditions affecting any of such improvements which would, individually or in the aggregate, interfere in any material respect with the use or occupancy of such improvements or any portion thereof or interest therein;in the operation of the Business. (vi) no member To the knowledge of the Seller Group has received any written notice of any Corporation, there are no pending or threatened condemnation proceedings in the nature of condemnation, expropriation, eminent domain in connection with or similar proceedings affecting all or any parcel portion of the Owned Real Property;Property and, to the knowledge of the Corporation, no such proceedings are contemplated. (vij) The Corporation has such rights of entry and exit to Seller’s Knowledge, there and from the Owned Real Property as are no agreements, orders, licenses, permits, conditions or other directives issued by a Governmental Authority which relate reasonably necessary to carry on the future use or require any change in the present use or operations of Business upon the Owned Real Property; and (vii) all utilities currently servicing the Owned Real Properties are, to Seller’s Knowledge, properly installed, connected and operating, with all outstanding charges paid in full (or paid in full as of the Closing), and are sufficient for the operation of the Business as currently conducted.

Owned Real Property. With respect to each Owned Real PropertyExcept as set forth in Section 2.10(c) of the Seller Disclosure Letter: (i) no Acquired Company owns any real property (the items of owned real property set forth on Section 3.7(a2.10(c)(i) of the Seller Disclosure Schedule sets forth an accurate and complete list (including street address, current owner and legal descriptionLetter are collectively referred to herein as the “Owned Real Property”); (ii) the current owner subject to Section 4.12, an Acquired Company has good and marketable indefeasible fee simple title to each all Owned Real Property, Property free and clear of any Encumbranceall Liens other than Permitted Liens; (iii) except as set forth on Section 3.7(a) none of the Seller Disclosure Schedule, no member of the Seller Group Acquired Companies has leased, subleased, licensed leased or otherwise granted to any person Person the right to possess, use or occupy the Owned Real Property or any portion thereof; (iv) there are no outstanding options options, rights of first offer or rights of first refusal or other agreements granting to any person or entity any right to purchase or lease the Owned Real Property (other than the right of the Purchaser pursuant to this Agreement), or any portion thereof or interest therein; (v) no member of the Seller Group has received any written notice of any pending or threatened condemnation proceedings in the nature of eminent domain in connection with any parcel of the Owned Real Property; (vi) to Seller’s Knowledge, there are no agreementsthe current use and occupancy of the Owned Real Property and the operation of the Acquired Companies’ business as currently conducted thereon do not violate any applicable zoning Law, orderseasement, licensescovenant, permitscondition, conditions restriction or similar provision in any instrument of record or other directives issued by a Governmental Authority which relate to the future use or require any change in the present use or operations of unrecorded agreement affecting the Owned Real Property; and (viivi) all utilities currently servicing the Owned Real Properties are, to Seller’s Knowledge, properly installed, connected Property and operating, with the Leased Real Property comprise all outstanding charges paid in full (or paid in full as of the Closing), and are sufficient for real property used in the operation conduct of the Business as currently conductedconducted immediately prior to the Closing, and none of the Acquired Companies is a party to any agreement or option to purchase any real property or interest therein.

Owned Real Property. With (A) Schedule 3.1(i)(A) sets forth a list of each parcel of Owned Real Property. Except as set forth on Schedule 3.1(i)(A) with respect to each such parcel of Owned Real Property: : (i) Section 3.7(a) of the Seller Disclosure Schedule sets forth an accurate and complete list (including street address, current owner and legal description); (iiv) the current owner Company or one of its Subsidiaries has good and marketable indefeasible fee simple title to each Owned Real Propertythereto, free and clear of any Encumbrance; Lien other than any Permitted Liens; (iiiw) except as set forth on Section 3.7(a) of the Seller Disclosure Schedule, there are no member of the Seller Group has leased, subleased, licensed or otherwise granted Leases granting to any person Person the right to possess, of use or occupy the occupancy of any portion of such Owned Real Property or any portion thereof; Property; (ivx) there are no outstanding options or rights of first refusal or other agreements granting to any person or entity any right to purchase or lease the such Owned Real Property (other than the right of the Purchaser pursuant to this Agreement)Property, or any portion thereof or interest therein; ; (vy) there is no member Person in possession of any part of such Owned Real Property other than the Seller Group has Company or a Subsidiary; and (z) neither Seller, the Company nor its Subsidiaries have received any written notice of any pending condemnation proceeding or threatened proposed action or agreement for taking in lieu of condemnation proceedings in the nature of eminent domain in connection with any parcel of the Owned Real Property; (vi) to Seller’s Knowledge, there are no agreements, orders, licenses, permits, conditions or other directives issued by a Governmental Authority which relate to the future use or require any change in the present use or operations of the Owned Real Property; and (vii) all utilities currently servicing the Owned Real Properties arenor, to Seller’s Knowledge, properly installedis any such proceeding, connected agreement or action pending or threatened) with respect to any portion of such Owned Real Property or any access thereto or parking or any interest or right in such Owned Real Property. (B) Schedule 3.1(i)(B) sets forth a list of all Real Property Leases and operatingall Leases granting any third-party the right to occupy any Leased Real Property. Except as set forth on Schedule 3.1(i)(B), with all outstanding charges paid respect to each Leased Real Property: (w) each Real Property Lease and Lease is a valid and binding obligation of the Company or one its Subsidiaries and is in full force and effect, and the Company or one of its Subsidiaries has a valid leasehold title thereto, free and clear of any Lien; (x) to Seller’s Knowledge there are no Contracts granting to any Person the right of use or occupancy of any portion thereof except for any Leases described therein; (y) there is no Person in possession of any portion thereof except under such Leases; and (z) to the Seller’s Knowledge, the Company or one of its applicable Subsidiaries has substantially performed each material term, covenant and condition of each of the Real Property Leases and Leases that is to be performed by it prior to the date hereof. Except as described in Schedule 3.1(i)(B), neither the Seller, Company nor any Subsidiaries have received any written communication from, or given any written communication to, any other party to a Real Property Lease or Lease or any lender alleging that such Seller, the Company or any Subsidiaries or such other party, as the case may be, is in default under any Real Property Lease or Lease (or paid that an event has occurred or circumstances exist that may (with notice, a lapse of time or both) constitute or result in full such a default), and no such default exists on the part of the Seller, the Company or any Subsidiaries (nor, to their knowledge, does any default exist on the part of any other party) or indicating that such party intends to cancel, terminate or exercise any option to accelerate or recapture under any Real Property Lease or Lease. With respect to each Leased Real Property, neither Seller, the Company or any of its Subsidiaries has received written notice of any condemnation proceeding or proposed action or agreement for taking in lieu of condemnation (nor, to Seller’s Knowledge, is any such proceeding, agreement or action pending or threatened) with respect to any portion of such Leased Real Property or any access thereto or parking or any interest or right in such Leased Real Property. Seller represents and warrants that as of the Closingdate hereof and as of the Closing Date Norandal USA, Inc. does and will own and hold, free and clear of all Liens other than Permitted Liens, that certain Revenue Bond (Norandal USA, Inc. Project) Series 1999, dated March 15, 1999, of the Industrial Development Board of the Town of Huntingdon in the aggregate face amount of $240,000,000 (together with all deeds of trust and assignments of lease and other security documents in connection with the Revenue Bond and the Huntingdon, Tennessee IDB Real Property Lease), and no interest of any kind or nature in such Revenue Bond has been conveyed to any other Person since the date of such Revenue Bond. (C) Except as disclosed in Schedule 3.1(i)(C), all buildings, structures, improvements and fixtures and Equipment located within, on or under the Owned Real Property and the Leased Real Property and comprising all or part of the Facilities, and all other aspects of each parcel of Owned Real Property and Leased Premises, (w) are in good operating condition and repair (ordinary wear and tear excepted); (x) are in material compliance with zoning and other applicable land use regulations for their current uses; (y) consist of and have the use and enjoyment of sufficient parking, loading and receiving areas and facilities, sidewalks, access to public highways, driveways, drainage, storm and sanitary sewers, detention ponds, utilities, and, to the extent currently being used in or in connection with the Business, navigable waters and waterways, harbors, levees, docks, airstrips and similar transportation facilities necessary to permit the continued use of such facilities in the manner and for the operation purposes to which they are presently devoted. (D) With respect to the Huntingdon, Tennessee IDB Real Property Lease, none of the property (the “Conveyance Property”) which is subject to the Huntingdon, Tennessee IDB Real Property Lease and which is also subject to that certain Agreement dated November 18, 1988 recorded in Deed Book 236, Page 6444, as amended by Modification and Extension Agreement dated as of June 30, 2003 recorded in Trust Deed Book 509, Page 372, all in Register’s Office for Xxxxxxx County, Tennessee (collectively, “Conveyance Agreement”), (a) is presently used or could reasonably be expected to be useful in the Business of the Huntingdon Facility as currently presently conducted, and (b) any conveyance thereof to a third-party by The Industrial Board of the Town of Huntingdon, Tennessee pursuant to the Conveyance Agreement shall not materially affect the continued use, operation or value of the Huntingdon Facility or the remainder of the property subject to the Huntingdon, Tennessee IDB Real Property Lease.

Owned Real Property. With respect to In the case of each of the Owned Real Property: (i) Section 3.7(a) 7.2.1 the information contained in Schedule 11 as to tenure and the principal terms of the Seller Disclosure Schedule sets forth an interests held by the Group Company is true and accurate and complete list (including street address, current owner and legal description)in all respects; 7.2.2 there are no mortgages, charges, legal or equitable, specific or floating or debentures, rent charges, liabilities to maintain roadways, liens (iiwhether for costs or to an unpaid seller or otherwise), annuities or trusts (whether for securing money or otherwise) affecting such Owned Real Property or the current owner proceeds of its sale; 7.2.3 there are no agreements for sale or lease, estate contracts, options, rights of pre-emption or similar matters affecting it, the provisions of which remain to be observed or performed; 7.2.4 no Group Company by its use or occupation of such Owned Real Property contravenes any requirement or restriction having the force of law and each Group Company has, so far as the Seller is aware, complied with all covenants, conditions, restrictions, limitations and other matters binding on it, none of which is of an unusual or onerous nature or prejudicially affects the Group's use, occupation or powers of disposal or development of such Owned Real Property or materially adversely affects its value; 7.2.5 the relevant Group Company is in actual occupation of those parts of it as are not the subject of the tenancies on an exclusive basis (all such tenancies being described in Schedule 11) and, except by virtue of such tenancies, no Person other than the relevant Group Company has any right (actual or contingent) to possession, occupation or use of or interest in it; *** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission. 7.2.6 no action, claim, Proceeding, demand, dispute, complaint or liability (contingent or otherwise) in respect of any of the Owned Real Property is outstanding or, so far as the Seller is aware, anticipated; 7.2.7 no development at any of the Owned Real Property has been carried out in breach of Planning Law or applicable construction laws; 7.2.8 the relevant Group Company has good and marketable indefeasible fee simple title to each the Owned Real Property, free and clear of any Encumbrance;all Encumbrances other than Permitted Encumbrances; and (iii) except as set forth on Section 3.7(a) 7.2.9 the Improvements are in reasonably good condition and repair in all material respects and sufficient for the current operation of the Seller Disclosure Schedulebusiness conducted therein, subject to reasonable wear and tear. There are no member facts or conditions affecting any of the Seller Group has leased, subleased, licensed or otherwise granted to Improvements which would interfere in any person material respect with the right to possess, use or occupy the Owned Real Property or any portion thereof; (iv) there are no outstanding options or rights of first refusal or other agreements granting to any person or entity any right to purchase or lease the Owned Real Property (other than the right occupancy of the Purchaser pursuant to this Agreement), Improvements or any portion thereof or interest therein; (v) no member of the Seller Group has received any written notice of any pending or threatened condemnation proceedings in the nature of eminent domain in connection with any parcel of the Owned Real Property; (vi) to Seller’s Knowledge, there are no agreements, orders, licenses, permits, conditions or other directives issued by a Governmental Authority which relate to the future use or require any change operation in the present use or operations normal course of the Owned Real Property; and (vii) all utilities currently servicing the Owned Real Properties are, to Seller’s Knowledge, properly installed, connected and operating, with all outstanding charges paid in full (or paid in full as of the Closing), and are sufficient for the operation of the Business as currently conductedbusiness.

Owned Real Property. With (i) Schedule 5.9(a) attached hereto (the "Owned Real Property Schedule") sets forth the address and description of each parcel of real property owned by any of the Sellers (collectively, the "Owned Real Property"). Except as set forth on the Owned Real Property Schedule with respect to each parcel of Owned Real Property: : (iA) Section 3.7(a) one or more of the Seller Disclosure Schedule sets forth an accurate and complete list (including street address, current owner and legal description); (ii) Sellers has or will have as of the current owner has Closing Date good and marketable indefeasible fee simple title to each Owned Real Propertysuch parcel, free and clear of any Encumbrance; all liens, encumbrances, easements and restrictive covenants, except Permitted Encumbrances, (iiiB) except as set forth on Section 3.7(a) of the Seller Disclosure Schedule, no member of the Seller Group has leased, subleased, licensed or otherwise granted to any person other than the right of Buyer pursuant to possessthis Agreement, use or occupy the Owned Real Property or any portion thereof; (iv) there are no outstanding options options, rights of first offer or rights of first refusal or other agreements granting to any person or entity any right to purchase or lease the Owned Real Property (other than the right of the Purchaser pursuant to this Agreement), such parcel or any portion thereof or interest therein; , (vC) there are no member of the Seller Group has received any written notice of any pending or or, to Sellers' knowledge, threatened condemnation proceedings in the nature of eminent domain in connection with any parcel of proceedings, lawsuits or administrative actions relating to the Owned Real Property; , (viD) to Seller’s Knowledge, there are no agreementsleases, orderssubleases, licenses, permitsconcessions, conditions or other directives issued by a Governmental Authority agreements, written or oral, , to which relate any of the Sellers are parties, granting to any party or parties the future right of use or require occupancy of or the right to extract minerals from any change in the present use or operations portion of the Owned Real Property; and and (viiE) all utilities currently servicing there are no parties (other than the Sellers) in possession of any portion of the Owned Real Properties areProperty. Except as set forth on the Owned Real Property Schedule or the Leased Real Property Schedule, to Seller’s Knowledge, properly installed, connected and operating, with all outstanding charges paid in full (or paid in full as none of the Closing), and are sufficient for the operation Sellers is a party to any agreement or option to purchase any real property or interest therein. At Closing one or more of the Business as currently conductedSellers will own or will have a valid leasehold interest in all real property used in the Business.

Owned Real Property. With respect (a) Schedule 3.15(a) lists the street address of each parcel of real property owned by the Seller and used in the Business, together with, to each the extent owned by the Seller, a general description of all significant buildings and other significant structures, facilities or improvements currently located thereon together with a list of all easements benefiting such real property (collectively, the "Owned Real Property:"). (ib) Section 3.7(a) of the The Seller Disclosure Schedule sets forth an accurate and complete list (including street address, current owner and legal description); (ii) the current owner has owns good and marketable indefeasible fee simple title to each the Owned Real PropertyProperty in fee simple, free and clear of any Encumbrance;all mortgages, liens, charges, claims, restrictions, pledges, security interests, impositions, covenants, conditions, rights of way, easements and other encumbrances (whether or not of record) other than Permitted Liens, as disclosed in Schedule 3.15(b), and as disclosed in the title insurance commitment obtained by the Purchaser, if any. (iiic) except as set forth on Section 3.7(a) of There are no parties other than the Seller Disclosure Schedule, no member in possession of the Seller Group has leased, subleased, licensed or otherwise granted to any person the right to possess, use or occupy the Owned Real Property or any portion thereof; (iv) , and there are no leases, subleases, licenses, concessions or other agreements, written or oral, granting to any party or parties the right of use or occupancy of any of the Owned Real Property or any portion thereof. There are no outstanding options or rights of first refusal or other agreements granting to any person or entity any right to purchase or lease the Owned Real Property (other than the right of the Purchaser pursuant to this Agreement), or any portion thereof or interest therein;. (vd) no member The Owned Real Property used by the Seller are supplied with utilities adequate for the use and operation of the Business in the manner conducted by the Seller Group as of the Closing Date, including, without limitation, gas, electricity, water telephone, sanitary sewer and stormwater management. (e) There are no proceedings in eminent domain or other proceedings pending or, to the knowledge of the Seller, threatened, affecting any portion of the Owned Real Property or any means of ingress or egress thereto. (f) The Owned Real Property and the present uses and operations thereof comply in all material respects with, and the Seller has not received any written notice of from any pending or threatened condemnation proceedings in the nature of eminent domain in connection with any parcel Governmental Authority that a portion of the Owned Real Property;, or any building or improvement located thereon, currently violates in any material respect, any Law, including those Laws relating to zoning, building, land use, health and safety, fire, air, sanitation and noise control and all deed and other title covenants and restrictions. Except for any applicable Permitted Lien, no Owned Real Property is subject to any written governmental decree or order specifically issued with respect to such Owned Real Property (or, to the knowledge of the Seller, any threatened or proposed order) requiring the repair, removal or alteration of any improvement located on such Owned Real Property. (vig) to Seller’s Knowledge, there are no agreements, orders, licenses, permits, conditions Schedule 3.15(g) sets forth a true and accurate list of all easements benefiting or other directives issued by a Governmental Authority which relate to the future use or require any change in the present use or operations of burdening the Owned Real Property; andProperty (the "Easements"). There are no pending or, to the knowledge of Seller, threatened claims that (i) any of the Easements is not valid, or that the use by the Seller thereof is, or the transfer thereof to the Purchaser would be, in violation of the terms of such Easements or any Encumbrance affecting the land covered by such Easements, or that the Seller is otherwise in default thereof, or (ii) the use of such Easements is not in compliance in any material respect with applicable Law or authorization of the applicable Governmental Authority with jurisdiction over the use thereof. Seller shall convey all of its right, title and interest in and to the Easements free and clear of all Encumbrances arising by, through or under the Seller, other than the Permitted Liens. (viih) all utilities currently servicing Except for the Owned Seller Real Properties areProperties, to Seller’s Knowledge, properly installed, connected and operating, with all outstanding charges paid there is no real property owned or used by the Seller in full (or paid in full as the conduct of the Closing)Business. Schedule 3.15(h) sets forth a true and accurate list of all real property, and are sufficient for other than the operation Seller Real Properties, that has been previously owned, leased or used by the Seller in the conduct of the Business as currently conductedBusiness.

Owned Real Property. SECTION 4(I) of the Disclosure Schedule lists and describes briefly all real property that the Company owns. With respect to each Owned Real Propertysuch parcel of owned real property: (i) Section 3.7(a) of the Seller Disclosure Schedule sets forth an accurate and complete list (including street address, current owner and legal description); (ii) the current owner Company has good and marketable indefeasible fee simple title to each Owned Real Propertythe parcel of real property, free and clear of any Encumbrance; Security Interest, easement, covenant, or other restriction, (iii) except as set forth on Section 3.7(a) of the Seller Disclosure Schedule, no member of the Seller Group has leased, subleased, licensed including but not limited to leases or otherwise granted other agreements granting to any person party the right to possess, of use or occupy the Owned Real Property or any portion thereof; (iv) there are no outstanding occupancy of and options or rights of first refusal to purchase) except for recorded easements, covenants, and other restrictions which do not impair the current use, occupancy, or value, or the marketability of title, of the property subject thereto; (ii) there are no (A) pending or, to the Knowledge of the Seller and the Company, threatened condemnation proceedings relating to the property; or (B) pending or, to the Knowledge of the Seller and the Company, threatened litigation or administrative actions relating to the property; (iii) the legal description for the parcel contained in the deed thereof describes such parcel fully and adequately; the buildings, towers, antennae and improvements are located within the boundary lines of the described parcels of land, are not in violation of applicable setback requirements, zoning laws, and ordinances (and none of the properties or buildings or improvements thereon are subject to "permitted non-conforming use" or "permitted non-conforming structure" classifications), and do not encroach on any easement which may materially impair the use of the property as currently used; the land does not serve any adjoining property for any purpose inconsistent with the use of the land as now used; the property is not subject to any restriction for which any permits or licenses necessary to the use thereof have not been obtained; and access to the property is provided by public right-of-way; (iv) all facilities have received all approvals of governmental authorities (including licenses and permits) required in connection with the ownership or operation thereof and have been operated and maintained in accordance in all material respects with applicable laws, rules, and regulations; (v) there are no parties (other than the Seller) in possession of the parcel of real property, other than tenants under any leases disclosed in SECTION 4(J) of the Disclosure Schedule who are in possession of space to which they are entitled, no leases, subleases or other agreements granting to any person or entity party any right to purchase of use or lease the Owned Real Property (other than the occupancy or option or right of the Purchaser pursuant refusal with respect to this Agreement), or any portion thereof or interest therein; (v) no member of the Seller Group has received any written notice of any pending or threatened condemnation proceedings in the nature of eminent domain in connection with any parcel of the Owned Real Propertyreal property; (vi) to Seller’s Knowledgeall facilities located on the parcel of real property are supplied with utilities and other services necessary for the operation of such facilities, there including electricity and telephone, all of which services are no agreementsadequate in accordance with all applicable laws, ordersordinances, licensesrules, permitsand regulations and are provided via public or private roads or via permanent, conditions or other directives issued by a Governmental Authority which relate to irrevocable, appurtenant easements benefitting the future use or require any change in the present use or operations parcel of the Owned Real Propertyreal property; and (vii) all utilities currently servicing each parcel of real property abuts on and has direct vehicular access to a public road or access to a public road via a permanent, irrevocable, appurtenant easement benefitting the Owned Real Properties are, to Seller’s Knowledge, properly installed, connected and operating, with all outstanding charges paid in full (or paid in full as parcel of the Closing), and are sufficient for the operation of the Business as currently conductedreal property.

Owned Real Property. With respect to each Owned Real Property: Schedule 2.2 (ib) Section 3.7(a) lists and describes all of the Seller Disclosure Schedule sets forth an accurate and complete list (including street address, current owner and legal description); (ii) the current owner has good and marketable indefeasible fee simple title to each Owned Real Property, free and clear of any Encumbrance; (iii) except as set forth on Section 3.7(a) of the Seller Disclosure Schedule, no member of the Seller Group has leased, subleased, licensed or otherwise granted to any person the right to possess, use or occupy the Owned Real Property and any rights of Seller against third Persons with respect to the Owned Real Property. Without limiting the generality of any other provision of this Article VII, except for matters reflected on Schedule 7.12, the following statements are true with respect to each such parcel of owned Real Property (herein, a “Parcel”): (a) there are no pending or, to the best of Seller’s knowledge, threatened condemnation Actions relating to the Parcel or any portion other matters affecting materially and adversely the current use, occupancy or value thereof, and, to the best of Seller’s knowledge, there is no Basis therefor; (ivb) none of the Parcels are ejidos or are located in ejido land, and there are no pending or, to the best of Seller’s knowledge, threatened Actions relating to any Parcel alleging that the Parcel is an ejido or is located in ejido land, and, to the best of Seller’s knowledge, there is no Basis therefor; (c) the legal description for the Parcel contained in the deed thereof into the identified owner describes such Parcel fully and adequately, the buildings and improvements are located within the boundary lines of the described Parcel, are not in violation of applicable setback requirements and zoning laws or other Applicable Laws, and do not encroach on any easement which may burden the land, and the land does not serve any adjoining or other property and/or owner for any purpose inconsistent with the use of the land, and the property is not located within any flood plain or subject to any similar type of use restriction for which any permits or licenses necessary to the use thereof have not been obtained; (d) all facilities have received all Authorizations required in connection with the ownership, use and operation thereof and have been operated and maintained in accordance with such Authorizations and Applicable Laws; (e) there are no leases, subleases, licenses, concessions or other agreements, written or oral, granting to any party or parties the right of use or occupancy of any portion of the Parcel; (f) there are no outstanding options or rights of first refusal or other agreements granting to any person or entity any right to purchase or lease the Owned Real Property (other than the right of the Purchaser pursuant to this Agreement)Parcel, or any portion thereof or interest therein; (vg) there are no member Persons (other than Seller) in possession of the Seller Group has received Parcel, other than tenants under any written notice leases disclosed hereunder as Contracts who are only in possession of any pending or threatened condemnation proceedings in the nature of eminent domain in connection with any parcel of the Owned Real Propertyspace and facilities to which they are entitled under such Contracts; (vih) to Seller’s Knowledgeall facilities located on the Parcel are supplied with utilities and other services necessary and appropriate for the operation of such facilities, there including gas, electricity, water, telephone and sewer, all of which services are no agreements, orders, licenses, permits, conditions or other directives issued by a Governmental Authority adequate for the purposes for which relate the Parcel was used prior to the future use or require any change Most Recent Fiscal Year End, are being delivered in the present use or operations of the Owned Real Propertyaccordance with all Applicable Laws; (i) each Parcel abuts on and has direct vehicular access to a public road; and (viij) all utilities currently servicing there are no Encumbrances in place, imposed, registered or in the Owned Real Properties areprocess of being registered that affect or may affect the free and clear title or enjoyment of, or, to the best of Seller’s Knowledgeknowledge, properly installedaccess to, connected and operating, with all outstanding charges paid in full (or paid in full as of the Closing), and are sufficient for the operation of the Business as currently conductedParcel.

Owned Real Property. Section 3.11 of the S&N Disclosure Schedule ------------------- lists all real property that S&N owns. With respect to each Owned Real Propertyparcel of such real property: (i) Section 3.7(a) of the Seller Disclosure Schedule sets forth an accurate and complete list (including street address, current owner and legal description); (iia) the current identified owner has good and clear record and marketable indefeasible fee simple title to each Owned Real Propertysuch parcel, insurable by a recognized national title insurance company at standard rates, free and clear of any Encumbrance;, easement, covenant or other restriction, except for recorded easements, covenants and other restrictions which do not materially impair the uses, occupancy or value of such parcel for its current use. (b) there are no (i) pending or, to the knowledge of any Member, threatened condemnation proceedings relating to such parcel, (ii) pending or, to the knowledge of any Member, threatened litigation or administrative actions relating to such parcel, or (iii) except as set forth on Section 3.7(a) of other matters affecting materially and adversely the Seller Disclosure Scheduleuse, no member of the Seller Group has leased, subleased, licensed occupancy or otherwise granted to any person the right to possess, use or occupy the Owned Real Property or any portion value thereof; (ivc) the legal description for such parcel contained in the deed thereof describes such parcel fully and adequately; the buildings and improvements may be used as of right under applicable zoning and land use laws for the current uses, and such buildings and improvements are located within the boundary lines of the described parcels of land, are not in violation of current setback requirements, zoning laws and ordinances and do not encroach on any easement which may burden the land; the land does not serve any adjoining property for any purpose inconsistent with the use of the land; and such parcel is not located within any flood plain or subject to any similar type restriction for which any permits or licenses necessary to the use thereof have not been obtained; (d) there are no leases, subleases, licenses or agreements, written or oral, granting to any party or parties (other than S&N and those tenants under leases disclosed in Section 3.11 of the S&N Disclosure Schedule) the right of use or occupancy of any portion of such parcel; (e) there are no outstanding options or rights of first refusal or other agreements granting to any person or entity any right to purchase or lease the Owned Real Property (other than the right of the Purchaser pursuant to this Agreement)such parcel, or any portion thereof or interest therein; (vf) no member of the Seller Group such parcel abuts on and has received any written notice of any pending direct vehicular access to a public road or threatened condemnation proceedings in the nature of eminent domain in connection with any parcel of the Owned Real Propertyaccess to a public road via a permanent, irrevocable, appurtenant easement benefiting such parcel; (vig) S&N has not received notice of, and to Seller’s Knowledgethe knowledge of any Member, there are is no agreements, orders, licenses, permits, conditions proposed or other directives issued by a Governmental Authority which relate pending proceeding to change or redefine the future use zoning classification of all or require any change in the present use or operations portion of the Owned Real Propertyparcels; and (viih) all utilities currently servicing each parcel is an independent unit which does not rely on any facilities (other than the Owned Real Properties arefacilities of public utility and water companies) located on any other property (i) to fulfill any zoning, building code, or other municipal or governmental requirement, (ii) for structural support or the furnishing of any essential building systems or utilities, including, but not limited to Seller’s Knowledgeelectric, properly installedplumbing, connected mechanical, heating, ventilating, and operatingair conditioning systems, with all outstanding charges paid or (iii) to fulfill the requirements of any lease. No building or other improvement not included in full (or paid in full as the parcels relies on any part of the Closing)parcels to fulfill any zoning, and are sufficient building code, or other municipal or governmental requirement or for structural support or the operation furnishing of any essential building systems or utilities. Each of the Business parcels is assessed by local property assessors as currently conducteda tax parcel or parcels separate from all other tax parcels.

Owned Real Property. With respect (a) Schedule 3.15(a) lists the street address of each parcel of real property owned by the Seller and used in the Business, together with, to each the extent owned by the Seller, a general description of all significant buildings and other significant structures, facilities or improvements currently located thereon together with a list of all easements benefiting such real property (collectively, the "Owned Real Property:"). (ib) Section 3.7(a) of the The Seller Disclosure Schedule sets forth an accurate and complete list (including street address, current owner and legal description); (ii) the current owner has owns good and marketable indefeasible fee simple title to each the Owned Real PropertyProperty in fee simple, free and clear of any Encumbrance;all mortgages, liens, charges, claims, restrictions, pledges, security interests, impositions, covenants, conditions, rights of way, easements and other encumbrances (whether or not of record) other than Permitted Liens, as disclosed in Schedule 3.15(b), and as disclosed in the title insurance commitment obtained by the Purchaser, if any. (iiic) except as set forth on Section 3.7(a) of There are no parties other than the Seller Disclosure Schedule, no member in possession of the Seller Group has leased, subleased, licensed or otherwise granted to any person the right to possess, use or occupy the Owned Real Property or any portion thereof; (iv) , and there are no leases, subleases, licenses, concessions or other agreements, written or oral, granting to any party or parties the right of use or occupancy of any of the Owned Real Property or any portion thereof. There are no outstanding options or rights of first refusal or other agreements granting to any person or entity any right to purchase or lease the Owned Real Property (other than the right of the Purchaser pursuant to this Agreement), or any portion thereof or interest therein;. (vd) no member The Owned Real Property used by the Seller are supplied with utilities adequate for the use and operation of the Business in the manner conducted by the Seller Group as of the Closing Date, including, without limitation, gas, electricity, water telephone, sanitary sewer and stormwater management. (e) There are no proceedings in eminent domain or other proceedings pending or, to the knowledge of the Seller, threatened, affecting any portion of the Owned Real Property or any means of ingress or egress thereto. (f) The Owned Real Property and the present uses and operations thereof comply in all material respects with, and the Seller has not received any written notice of from any pending or threatened condemnation proceedings in the nature of eminent domain in connection with any parcel Governmental Authority that a portion of the Owned Real Property;, or any building or improvement located thereon, currently violates in any material respect, any Law, including those Laws relating to zoning, building, land use, health and safety, fire, air, sanitation and noise control and all deed and other title covenants and restrictions. Except for any applicable Permitted Lien, no Owned Real Property is subject to any written governmental decree or order specifically issued with respect to such Owned Real Property (or, to the knowledge of the Seller, any threatened or proposed order) requiring the repair, removal or alteration of any improvement located on such Owned Real Property. (vig) to Seller’s Knowledge, there are no agreements, orders, licenses, permits, conditions Schedule 3.15(g) sets forth a true and accurate list of all easements benefiting or other directives issued by a Governmental Authority which relate to the future use or require any change in the present use or operations of burdening the Owned Real Property; andProperty (the "Easements"). There are no pending or, to the knowledge of Seller, threatened claims that (i) any of the Easements is not valid, or that 17 <PAGE> the use by the Seller thereof is, or the transfer thereof to the Purchaser would be, in violation of the terms of such Easements or any Encumbrance affecting the land covered by such Easements, or that the Seller is otherwise in default thereof, or (ii) the use of such Easements is not in compliance in any material respect with applicable Law or authorization of the applicable Governmental Authority with jurisdiction over the use thereof. Seller shall convey all of its right, title and interest in and to the Easements free and clear of all Encumbrances arising by, through or under the Seller, other than the Permitted Liens. (viih) all utilities currently servicing Except for the Owned Seller Real Properties areProperties, to Seller’s Knowledge, properly installed, connected and operating, with all outstanding charges paid there is no real property owned or used by the Seller in full (or paid in full as the conduct of the Closing)Business. Schedule 3.15(h) sets forth a true and accurate list of all real property, and are sufficient for other than the operation Seller Real Properties, that has been previously owned, leased or used by the Seller in the conduct of the Business as currently conductedBusiness.

Owned Real Property. With Section 3.13(a)(i) of the Disclosure Schedule lists each parcel of real property that the Seller and/or any of its Subsidiaries owns (the "Owned Real Property"). Except as set forth in Section 3.13(a)(ii) of the Disclosure Schedule, with respect to each such parcel of Owned Real Property: : (i) Section 3.7(aexcept pursuant to the Indenture, the Revolver and Term Facility and the DIP Facility and except for Permitted Liens, neither the Seller nor any of its Subsidiaries has assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in all or any portion of such parcel, (ii) to the Knowledge of the Seller Disclosure Schedule sets forth an accurate and complete list its Subsidiaries, the buildings and improvements thereon have not been operated and maintained, and are not presently, in violation of applicable Laws (including street addressLaws concerning setback and zoning), current owner do not encroach on any easement, and legal description); (ii) are not located outside the current owner boundary lines of such parcel as described in the deed therefor, in any manner that has good and marketable indefeasible fee simple title had or would reasonably be expected to each Owned Real Propertyhave a material adverse effect on the value, free and clear of any Encumbrance; use or occupancy thereof, (iii) except the Seller and/or one or more of its Subsidiaries has received all approvals of governmental authorities (including licenses and permits) required in connection with the ownership or operation of such parcel and the buildings and improvements thereon as set forth on Section 3.7(apresently used and occupied and has operated in compliance with the terms of such approvals, (iv) such parcel is presently supplied with utilities and other services necessary for the operation of such facility; (v) there are no pending or, to the Knowledge of the Seller Disclosure Scheduleand its Subsidiaries, threatened condemnation proceedings or actions relating to such parcel; and (vi) there are no member of the Seller Group has leased, subleased, licensed or otherwise granted to Contractual Obligations granting any person party the right to possesspurchase, lease, use or occupy the Owned Real Property or any portion thereof; (iv) there are no outstanding options or rights of first refusal or other agreements granting to any person or entity any right to purchase or lease the Owned Real Property (other than the right of the Purchaser pursuant to this Agreement), such parcel or any portion thereof or interest therein; (v) no member of the Seller Group has received any written notice of any pending buildings or threatened condemnation proceedings in the nature of eminent domain in connection with any parcel of the Owned Real Property; (vi) to Seller’s Knowledge, improvements thereon and there are no agreementsPersons (other than the Seller and its Subsidiaries) in possession or control of such parcel, orders, licenses, permits, conditions buildings or other directives issued by a Governmental Authority which relate to the future use or require any change in the present use or operations of the Owned Real Property; and (vii) all utilities currently servicing the Owned Real Properties are, to Seller’s Knowledge, properly installed, connected and operating, with all outstanding charges paid in full (or paid in full as of the Closing), and are sufficient for the operation of the Business as currently conductedimprovements.

Owned Real Property. (i) Schedule 4.3(a) lists all real property owned by the Company or any Company Subsidiary (the “Owned Real Property”), with a description of each property and identification of the record owner of such property. Except as set forth on Schedule 4.3(b), neither the Company nor any Company Subsidiary owns or has any interest in any real property other than the Owned Real Property. (ii) With respect to each parcel of Owned Real Property: (i) Section 3.7(a) of the Seller Disclosure Schedule sets forth an accurate and complete list (including street address, current owner and legal description); (iiA) the current owner Company or a Company Subsidiary has good good, marketable and marketable indefeasible insurable fee simple title to each Owned Real Propertytitle, free and clear of any Encumbranceall Liens except for Permitted Liens; (iiiB) except as set forth on Section 3.7(a) neither the Company, Seller nor any Affiliate of the Seller Disclosure Schedule, no member of the Seller Group Company has leased, subleased, licensed or otherwise granted to any person Person the right to possess, use or occupy the occupy, possess or operate such Owned Real Property or any portion thereof;, except those in favor of Buyer; and (ivC) there are no outstanding options or options, rights of first refusal refusal, rights of first offer, or other agreements granting to any person or entity any right rights to purchase or lease the such Owned Real Property (other than the right of the Purchaser pursuant to this Agreement), or any portion thereof or interest therein;, except those in favor of Buyer. (viii) no member none of the Seller Group has received improvements to the Owned Real Property encroaches on any written notice of any pending or threatened condemnation proceedings land that is not included in the nature of eminent domain in connection with Owned Real Property or on any parcel of easement affecting the Owned Real Property; (vi) to Seller’s Knowledge, or violates any building lines or set-back lines, and there are no agreements, orders, licenses, permits, conditions or other directives issued by a Governmental Authority which relate to the future use or require any change in the present use or operations of the encroachments onto such Owned Real Property; and (vii) all utilities currently servicing , or any portion thereof, that, in each case, could reasonably be expected to materially interfere with the use or occupancy of such Owned Real Properties are, to Seller’s Knowledge, properly installed, connected and operating, with all outstanding charges paid in full (Property or paid in full as of the Closing), and are sufficient for the operation of the Business as currently conductedor materially and adversely affect the value of the Owned Real Property or the Business.

Owned Real Property. With respect to Schedule 1.1(b) is in all material respects a true, complete and correct list, as of the date hereof, of the street addresses and square footage of improvements on each parcel of Owned Real Property: (i) Section 3.7(a) of the Seller Disclosure Schedule sets forth an accurate and complete list (including street address, current owner and legal description); (ii) the current owner has good and marketable indefeasible fee simple title to each Owned Real Property, free and clear of any Encumbrance; (iii) except as set forth on Section 3.7(a) of the Seller Disclosure Schedule, no member of the Seller Group has leased, subleased, licensed or otherwise granted to any person the right to possess, use or occupy the . The Owned Real Property constitutes all real property or any portion thereof; (iv) there are no outstanding options interests in real property owned in fee by Sellers or rights of first refusal or other agreements granting to any person or entity any right to purchase or lease the Owned Real Property Sold Subsidiaries (other than the right of the Purchaser pursuant to this Agreement), or any portion thereof or interest therein; (vExcluded Assets) no member of the Seller Group has received any written notice of any pending or threatened condemnation proceedings and primarily used in the nature of eminent domain in connection with any parcel of the Owned Real Property; (vi) to Seller’s Knowledge, there are no agreements, orders, licenses, permits, conditions or other directives issued by a Governmental Authority which relate to the future use or require any change in the present use or operations of the Owned Real Property; and (vii) all utilities currently servicing the Owned Real Properties are, to Seller’s Knowledge, properly installed, connected and operating, with all outstanding charges paid in full (or paid in full as of the Closing), and are sufficient for the operation of the Business as presently conducted. None of the Owned Real Property is Surplus Property. Each Seller and Sold Subsidiary has good and insurable fee title to all Owned Real Property owned by it free and clear of all Liens other than (A) Permitted Liens, (B) easements, covenants, rights-of-way and other encumbrances or restrictions of record, (C) zoning, building and other similar restrictions, (D) unrecorded easements, covenants, rights- of-way or other restrictions, (E) Liens that have been placed by any developer, landlord or other Person (other than Sellers or the Sold Subsidiaries) on property (other than Owned Real Property) over which any of Sellers or the Sold Subsidiaries has easement rights, none of which items set forth in clauses (B), (C), (D) or (E) above, individually or in the aggregate, materially impair the ability of the Sellers or the Sold Subsidiaries to use the property for the purposes for which it is currently conductedbeing used in connection with the Business and, with respect to any Significant Real Property, none of which items set forth in clauses (B), (C), (D) or (E) would materially impair the continued use and operation thereof for the same uses and operations as those conducted at the present time or grant to any party any option or right to acquire or lease a material portion thereof. Except as set forth in Section 5.8, no brokerage or finders commissions shall be payable by Purchaser in connection with the conveyance of the Owned Real Property to Purchaser. No material portion of any of the Owned Real Property is leased by Sellers or the Sold Subsidiaries to any Person.

Owned Real Property. With (i) Neither the Company nor any of its Subsidiaries own and since March 31, 2015 have owned, any real property other than (A) the real property set forth in Section 3.24(a) of the Company Disclosure Letter and used and occupied solely by the Company and its Subsidiaries as the corporate headquarters of the Company; and (B) the real property acquired or held for investment purposes in the ordinary course of business, which was not in violation of any Investment Guidelines applicable to the Company or its Subsidiaries at the time of the acquisition thereof (collectively, the real properties identified in clauses (A) and (B) hereof, the “Owned Real Properties” and each, an “Owned Real Property”). (ii) Neither the Company nor any of its Subsidiaries has (A) entered into a contract or agreement to sell, lease, transfer or convey any Owned Real Property or (B) entered into a contract or agreement to acquire or purchase in fee or by ground lease all or any part of a real property. (iii) The Company has made available to Parent, true and complete copies of all title policies and surveys with respect to each Owned Real Property:Property in the possession of the Company or any of its Subsidiaries. (iiv) Section 3.7(a) All Owned Real Property is, to the Knowledge of the Seller Disclosure Schedule sets forth an accurate Company, in good condition and complete list (including street addressrepair, current owner reasonable wear and legal description);tear excepted, and adequate and fit for occupancy and use in accordance with past practice, in each case, in all material respects. (iiv) Each of the current owner Company and its Subsidiaries has good and marketable indefeasible fee simple title to each the Owned Real PropertyProperties owned by them, free and clear of all Liens other than Permitted Liens. To the Knowledge of the Company, none of the Company and its Subsidiaries, in their capacity as registered owners, beneficial owners, landlords or occupants, is (A) in default under any Encumbrance;agreement affecting such real property or (B) in default under any applicable Law relating to such Owned Real Property. (iiivi) except as set forth on Section 3.7(a) There is no pending or, to the Knowledge of the Seller Disclosure ScheduleCompany, no member threatened proceeding regarding condemnation or other eminent domain proceeding affecting any Owned Real Property or any sale or other disposition of any real property in lieu of condemnation. None of the Seller Group Company and its Subsidiaries has leasedknowledge, subleasedor received any notice, licensed of any default under any of the covenants, easements or otherwise granted to restrictions or agreements affecting or encumbering any person the right to possess, use or occupy the Owned Real Property or any portion thereof;. (ivvii) there are no outstanding options or rights of first refusal or other agreements granting No casualty has occurred with respect to any person Owned Real Property which has not been repaired in full. The Owned Real Property is occupied and utilized by the Company and its Subsidiaries under valid and current certificates of occupancy, permits, or entity any right licenses to purchase or lease the extent required by applicable Law and the use of the Owned Real Property (other than by the right of the Purchaser pursuant to this Agreement), Company or any portion thereof or interest therein; (v) no member of the Seller Group has received its Subsidiaries does not conflict in any written notice of any pending or threatened condemnation proceedings in the nature of eminent domain in connection material respect with any parcel of the Owned Real Property; (vi) to Seller’s Knowledge, there are no agreements, orders, licenses, permits, conditions or other directives issued by a Governmental Authority which relate to the future use or require any change in the present use or operations of the Owned Real Property; and (vii) all utilities currently servicing the Owned Real Properties are, to Seller’s Knowledge, properly installed, connected and operating, with all outstanding charges paid in full (or paid in full as of the Closing), and are sufficient for the operation of the Business as currently conductedapplicable Laws.

Owned Real Property. With respect to each (i) Schedule 5.20(a)(i) contains a list of all real property owned by the Company or the Company Subsidiaries (together with all improvements located therein and all appurtenances related thereto, the “Owned Real Property: (i) Section 3.7(a) ”), and properly identifies the applicable owner and use of each parcel of Owned Real Property. All buildings, plants and structures located on the Owned Real Property lie wholly within the boundaries of the Seller Disclosure Schedule sets forth an accurate Owned Real Property and complete list (including street addressdo not encroach upon the property of, current owner or otherwise conflict with the property rights of, any other Person and legal description);no property adjacent to the Owned Real Property encroaches on the Owned Real Property. (ii) Except as set forth in Schedule 5.20(a)(ii), the current owner Company or the Company Subsidiaries has good and marketable indefeasible fee simple title to each parcel of Owned Real Property free and clear of all Liens, except (A) Permitted Encumbrances, (B) zoning and building restrictions, and (C) Leases under which the Company or any Company Subsidiary is lessor disclosed on Schedule 5.20(a)(ii) (the “Owned Property Leases”). True and complete copies of the Owned Property Leases, if any, have previously been delivered to Buyer by the Company or the Sellers’ Representative. (iii) Except as disclosed on Schedule 5.20(a)(iii), to the knowledge of the Company, all buildings, structures, improvements and fixtures located on, under, over or within the Owned Real Property, free are in good operating condition and clear of any Encumbrance; (iii) except as set forth on Section 3.7(a) of the Seller Disclosure Schedule, no member of the Seller Group has leased, subleased, licensed or otherwise granted to any person the right to possess, use or occupy the Owned Real Property or any portion thereof;repair. (iv) there are To the knowledge of the Company, no outstanding options condemnation or rights eminent domain proceeding against any part of first refusal or other agreements granting to any person or entity any right to purchase or lease the Owned Real Property (other than the right of the Purchaser pursuant to this Agreement), or any portion thereof or interest therein; (v) no member of the Seller Group has received any written notice of any is pending or threatened condemnation proceedings in the nature of eminent domain in connection with any parcel of the Owned Real Property; (vi) to Seller’s Knowledge, there are no agreements, orders, licenses, permits, conditions or other directives issued by a Governmental Authority which relate to the future use or require any change in the present use or operations of the Owned Real Property; and (vii) all utilities currently servicing the Owned Real Properties are, to Seller’s Knowledge, properly installed, connected and operating, with all outstanding charges paid in full (or paid in full as of the Closing), and are sufficient for the operation of the Business as currently conductedthreatened.

Owned Real Property. Schedule 1.1(a)(v) attached hereto lists the property address and the legal description of all Owned Real Property. With respect to each piece of Owned Real Property, except as set forth on Schedule 2.13 attached hereto: (i) Section 3.7(a) of the Seller Disclosure Schedule sets forth an accurate and complete list (including street address, current owner and legal description); (iia) the current owner has Sellers have good and marketable indefeasible fee simple title to each such Owned Real Property, free and clear of any EncumbranceSecurity Interest, easement, covenant or other restriction, except for (i) recorded easements, covenants and other non-environmental restrictions which do not impair the uses, occupancy or value of such Owned Real Property; (ii) liens constituting leases, subleases or occupancy agreements that give only their party the right to occupy any portion of the premises and (iii) liens reflected on any survey or in any title report delivered to Buyer prior to the date hereof; (b) there are no (i) pending or, to the knowledge of the Sellers, threatened condemnation proceedings relating to such Owned Real Property, (ii) pending or, to the knowledge of the Sellers, threatened litigation or administrative actions relating to such Owned Real Property, or (iii) except as set forth on Section 3.7(aother matters affecting materially and adversely the occupancy or value thereof (which shall be deemed not to include general market conditions); (c) of the Seller Disclosure Schedule, no member of the Seller Group has leased, subleased, licensed or otherwise granted to any person the right to possess, use or occupy the legal description for such Owned Real Property or any portion thereofcontained in the deed thereof describes such Owned Real Property fully and adequately in all material respects and, to the knowledge of the Seller, the buildings and improvements may be used as of right under applicable zoning and land use laws for the current uses in all material respects; (ivd) there are no leases, subleases, licenses or agreements, written or oral, granting to any party or parties (other than the Sellers or a Subsidiary) the right of use or occupancy of any portion of such Owned Real Property; (e) there are no outstanding options or rights of first refusal or other agreements granting to any person or entity any right to purchase or lease the such Owned Real Property (other than the right of the Purchaser pursuant to this Agreement)Property, or any portion thereof or interest therein; (vf) no member all facilities located on such Owned Real Property are supplied with utilities and other services necessary for the operation of such facilities, including gas, electricity (including but not limited to all necessary private electric supply agreements), water, telephone, sanitary sewer and storm sewer; (g) neither any of the Seller Group Sellers nor any Subsidiary has received any written notice of any proposed or pending proceeding to change or threatened condemnation proceedings in redefine the nature zoning classification of eminent domain in connection with all or any parcel portion of the such Owned Real Property; (vih) such Owned Real Property abuts on and has direct vehicular access to a public road or access to a public road via a permanent, irrevocable, appurtenant easement benefiting such property; (i) to Seller’s Knowledgethe knowledge of the Sellers, there the improvements constructed on such Owned Real Property are no agreementsin good condition and proper order, ordersfree of roof leaks, licensesinsect infestation, permitsand material construction defects, conditions or other directives issued by a Governmental Authority which relate and all mechanical and utility systems servicing such improvements are in good condition and proper working order, in each case free of material defects; and (j) the Sellers have delivered to the future use or require any change Buyer complete and accurate copies of all of the following materials relating to such Owned Real Property, to the extent in the present use Sellers' possession or operations control: title insurance policies and commitments; deeds; encumbrance and easement documents and other documents and agreements affecting title to or for operation of the such Owned Real Property; and (vii) all utilities currently servicing the Owned Real Properties aresurveys; appraisals; structural inspection, to Seller’s Knowledgesoils, properly installed, connected environmental assessment and operating, with all outstanding charges paid in full (or paid in full as of the Closing), and are sufficient for the operation of the Business as currently conductedsimilar reports.

Owned Real Property. With respect to each (a) Schedule 3.13(a) contains a correct legal description, street address and tax parcel identification number of all Real Property included within the Acquired Assets in which Seller has an ownership interest, other than the Excluded Real Property (“Owned Real Property:”). (ib) Section 3.7(aThe Owned Real Property and Leased Real Property (as defined in Appendix A) constitutes all of the Seller Disclosure Schedule sets forth an accurate Real Property used in the Business. There is no condemnation, expropriation or other proceeding in eminent domain, pending or, to the knowledge of Seller, the Shareholder and complete list (including street address, current owner and legal description); (ii) the current owner has good and marketable indefeasible fee simple title to each Owned Real Property, free and clear of any Encumbrance; (iii) except as set forth on Section 3.7(a) of the Seller Disclosure SchedulePrincipals, no member threatened, affecting any parcel of the Seller Group has leased, subleased, licensed or otherwise granted to any person the right to possess, use or occupy the Owned Real Property or any portion thereof; (iv) there are no outstanding options thereof or rights of first refusal interest therein. All utility services or other agreements granting to any person or entity any right to purchase or lease systems for the Owned Real Property (other than the right of the Purchaser pursuant to this Agreement), or any portion thereof or interest therein; (v) no member of the Seller Group has received any written notice of any pending or threatened condemnation proceedings in the nature of eminent domain in connection with any parcel of the Owned Real Property; (vi) to Seller’s Knowledge, there are no agreements, orders, licenses, permits, conditions or other directives issued by a Governmental Authority which relate to the future use or require any change in the present use or operations of the Owned Real Property; and (vii) all utilities currently servicing the Owned Real Properties are, to Seller’s Knowledge, properly installed, connected and operating, with all outstanding charges paid in full (or paid in full as of the Closing), have been installed and are operational and sufficient for the operation of the Business as currently conductedconducted thereon. To the knowledge of Seller, the Shareholder and each of the Principals, the classification of each parcel of Owned Real Property under applicable zoning laws, ordinances and regulations permits the use and occupancy of such parcel and the operation of the Business as currently conducted thereon, and permits the improvements located thereon as currently constructed, used and occupied. To the knowledge of Seller, the Shareholder and each of the Principals, there are sufficient parking spaces, loading docks and other facilities at such parcel to comply with such zoning laws, ordinances and regulations. To the knowledge of Seller, the Shareholder and each of the Principals, the Owned Real Property, or any easement affecting the Owned Real Property, does not violate any building lines or set-back lines, and there are no encroachments onto the Owned Real Property or any portion thereof. (c) True and complete copies of (i) all deeds, existing title insurance policies and surveys of or pertaining to the Owned Real Property and (ii) all instruments, agreements and other documents evidencing, creating or constituting any Liens on Real Property have been delivered to Buyer.

Owned Real Property. Schedule 4.5 lists and describes briefly all real property owned by the Company or the Seller at which the operations of the Business are conducted (the "Owned Real Property"). With respect to each parcel of Owned Real PropertyProperty listed in Schedule 4.5: (ia) Section 3.7(a) of the Company or the Seller Disclosure Schedule sets forth an accurate and complete list (including street address, current owner and legal description); (ii) the current owner has good and marketable indefeasible fee simple title to each Owned Real Propertythe parcel of real property, free and clear of any Encumbrancesubject only to the title exceptions identified in the Title Commitments; (b) there are no (i) pending or, to the knowledge of the Seller, threatened condemnation proceedings relating to the property or (ii) pending or, to the knowledge of the Seller, threatened litigation or administrative actions relating to the property, or (iii) except as set forth on Section 3.7(a) of other matters that materially and adversely affect the Seller Disclosure Schedulecurrent use, no member of the Seller Group has leasedoccupancy, subleased, licensed or otherwise granted to any person the right to possess, use or occupy the Owned Real Property or any portion value thereof; (ivc) all facilities have received all material approvals of Authorities (including licenses and permits) required in connection with the ownership or operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations except for violations which are not material; (d) there are no leases, subleases, licenses, concessions, or other agreements, written or oral, granting to any party or parties the right of use or occupancy of any portion of the parcel of real property; (e) there are no outstanding options or rights of first refusal or other agreements granting to any person or entity any right to purchase or lease the Owned Real Property (other than the right parcel of the Purchaser pursuant to this Agreement)real property, or any portion thereof or interest therein; (vf) there are no member parties (other than the Company) in possession of the Seller Group has received any written notice of any pending or threatened condemnation proceedings in the nature of eminent domain in connection with any parcel of real property who are in possession of space to which they are entitled; (g) all facilities located on the parcel of real property 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 adequate in accordance with all applicable laws, ordinances, rules, and regulations and are provided via public roads or via permanent, irrevocable, appurtenant easements benefitting the parcel of real property; (h) neither the Seller nor the Company has experienced any material damage, destruction, or loss (whether or not covered by insurance) to the Owned Real Property; (vi) to Seller’s Knowledge, there are no agreements, orders, licenses, permits, conditions or other directives issued by a Governmental Authority which relate to Property within the future use or require any change in the present use or operations of the Owned Real Propertyprevious five years; and (viii) all utilities currently servicing the Owned Real Properties are, to Seller’s Knowledge, properly installed, connected and operating, with all outstanding charges paid in full (or paid in full as of the Closing), and are sufficient Required Consents for the operation assignment of each parcel of real property have been obtained or will be obtained prior to the Business as currently conductedClosing Date.

Owned Real Property. Section 2(k) of the Disclosure Schedule lists and describes briefly all real property that any of the Sellers owns. With respect to each Owned Real Propertyparcel of such real property: (i) Section 3.7(a) of i. the Seller Disclosure Schedule sets forth an accurate and complete list (including street address, current owner and legal description); (ii) the current identified owner has good and clear record and marketable indefeasible fee simple title to each Owned Real Propertysuch parcel, insurable by a recognized national title insurance company at standard rates, free and clear of any EncumbranceSecurity Interest, easement, covenant or other restriction, except for recorded easements, covenants and other restrictions which do not impair the uses, occupancy or value of such parcel in their current uses (the "Intended Uses"); ii. there are no (i) pending or, to the knowledge of the Sellers, threatened condemnation proceedings relating to such parcel, (ii) pending or, to the knowledge of the Sellers, threatened litigation or administrative actions relating to such parcel, or (iii) except as set forth on Section 3.7(a) of other matters affecting adversely the Seller Disclosure ScheduleIntended Uses, no member of the Seller Group has leased, subleased, licensed occupancy or otherwise granted to any person the right to possess, use or occupy the Owned Real Property or any portion value thereof; iii. the legal description for such parcel contained in the deed thereof describes such parcel fully and adequately; the buildings and improvements may be used as of right under applicable zoning and land use laws for the Intended Uses, and such buildings and improvements are located within the boundary lines of the described parcels of land, are not in violation of current setback requirements, zoning laws and ordinances and do not encroach on any easement which may burden the land; the land does not serve any adjoining property for any purpose inconsistent with the Intended Uses; and such parcel is not located within any flood plain or subject to any similar type restriction for which any permits or licenses necessary to the use thereof have not been obtained; iv. there are no leases, subleases, licenses or agreements, written or oral, granting to any party or parties (ivother than the Sellers) the right of use or occupancy of any portion of such parcel; v. there are no outstanding options or rights of first refusal or other agreements granting to any person or entity any right to purchase or lease the Owned Real Property (other than the right of the Purchaser pursuant to this Agreement)such parcel, or any portion thereof or interest therein; (v) no member of the Seller Group has received any written notice of any pending or threatened condemnation proceedings in the nature of eminent domain in connection vi. all facilities located on such parcel are supplied with any parcel of the Owned Real Property; (vi) to Seller’s Knowledge, there are no agreements, orders, licenses, permits, conditions or utilities and other directives issued by a Governmental Authority which relate to the future use or require any change in the present use or operations of the Owned Real Property; and (vii) all utilities currently servicing the Owned Real Properties are, to Seller’s Knowledge, properly installed, connected and operating, with all outstanding charges paid in full (or paid in full as of the Closing), and are sufficient services necessary for the operation of such facilities, including gas, electricity, water, telephone, sanitary sewer and storm sewer, all of which services are adequate for the Business Intended Uses and in accordance with all applicable laws, ordinances, rules and regulations and are provided via public roads or via permanent, irrevocable, appurtenant easements benefiting such parcel; vii. such parcel abuts on and has direct vehicular access to a public road or access to a public road via a permanent, irrevocable, appurtenant easement benefiting such parcel; viii. the Sellers have not received notice of, and to the best of the Sellers' knowledge, there is no proposed or pending proceeding to change or redefine the zoning classification of all or any portion of the parcels; ix. the improvements constructed on the parcels are in good condition and proper order, free of roof leaks, insect infestation, and material construction defects, and all mechanical and utility systems servicing such improvements are in good condition and proper working order, free of material defects; and x. each parcel is an independent unit which does not rely on any facilities (other than the facilities of public utilities) located on any other property (i) to fulfill any zoning, building code, or other municipal or governmental requirement, (ii) for structural support or the furnishing of any essential building systems or utilities, including, but not limited to electric, plumbing, mechanical, heating, ventilating, and air conditioning systems, or (iii) to fulfill the requirements of any lease. No building or other improvement not included in the parcels relies on any part of the parcels to fulfill any zoning, building code, or other municipal or governmental requirement or for structural support or the furnishing of any essential building systems or utilities. Each of the parcels is assessed by local property assessors as currently conducteda tax parcel or parcels separate from all other tax parcels.

Owned Real Property. Schedule 3.17(a) sets forth the address of each Real Property owned by a Group Company (collectively, the “Owned Real Property”). With respect to each Owned Real Property: (i) Section 3.7(a) , one of the Seller Disclosure Schedule sets forth an accurate and complete list (including street address, current owner and legal description); (ii) the current owner Group Companies has good and marketable indefeasible fee simple title to each such Owned Real Property, free and clear of all Liens, except Permitted Liens. The use and operation of the Owned Real Property by the applicable Group Company materially conforms to all applicable building, zoning, safety, and other Laws, Permits, and all other restrictions and conditions. No Group Company has received notice from, and, to the Company’s knowledge, no Group Company has been threatened by, any Encumbrance; Governmental Entity with respect to the Owned Real Property relating to: (i) violations of building, zoning, safety and fire ordinances or regulations which are not remedied or uncorrected; (ii) claims of any defect or deficiency with respect to any of such properties which are not remedied or uncorrected; or (iii) except as set forth on Section 3.7(a) requests for the performance of any repairs, alterations or other work reasonably expected to cost more than $50,000 in any single instance or $100,000 in the Seller Disclosure Scheduleaggregate of all such instances to the Owned Real Property, no member of the Seller other than any which a Group Company has leasedremedied or corrected. The Owned Real Property is not subject to any special assessment, subleasedassessment for improvements, licensed municipal charge or other similar charge or assessment. No Group Company has leased or otherwise granted to any person Person the right to possess, use or occupy the such Owned Real Property or any portion thereof; (iv) thereof and other than the right of Buyer pursuant to this Agreement, there are no outstanding options options, rights of first offer or rights of first refusal or other agreements granting to any person or entity any right to purchase or lease the such Owned Real Property (other than the right of the Purchaser pursuant to this Agreement), or any portion thereof or interest therein; (v) no member of the Seller Group has received any written notice of any pending or threatened condemnation proceedings in the nature of eminent domain in connection with any parcel of the Owned Real Property; (vi) to Seller’s Knowledge, there are no agreements, orders, licenses, permits, conditions or other directives issued by a Governmental Authority which relate to the future use or require any change in the present use or operations of the Owned Real Property; and (vii) all utilities currently servicing the Owned Real Properties are, to Seller’s Knowledge, properly installed, connected and operating, with all outstanding charges paid in full (or paid in full as of the Closing), and are sufficient for the operation of the Business as currently conducted.

Owned Real Property. With Schedule 3.6(a) contains a complete and accurate list of all real property, leaseholds, or other interests therein owned by Company (the “Real Property”). The Company has delivered or made available to the Purchaser and CTDC copies of the deeds and other instruments (as recorded) by which the Company acquired such real property and interests, and copies of all title insurance policies, opinions, abstracts and surveys relating to such real property or interests. The Company owns (with good and marketable title in the case of real property) all the properties and assets (whether real, personal, or mixed and whether tangible or intangible) that it purports to own, including all of the properties and assets reflected in the Financial Statements. Absence of Encumbrances. Except as set forth on Schedule 3.6(b), with respect to each Owned the Real Property: : (i) Section 3.7(a) of the Seller Disclosure Schedule sets forth an accurate and complete list (including street address, current owner and legal description); (ii) the current owner Company has good and marketable indefeasible fee simple title to each Owned Real Property, free and clear of all Encumbrances other than Permitted Encumbrances, (ii) there were no leases, subleases, licenses, options, rights, concessions or other agreements, written or oral, granting to any party or party, any right of use or occupancy except for those which constitute a Permitted Encumbrance; , (iii) except as set forth on Section 3.7(a) of the Seller Disclosure Schedule, no member of the Seller Group has leased, subleased, licensed or otherwise granted to any person the right to possess, use or occupy the Owned Real Property or any portion thereof; (iv) there are were no outstanding options or rights of first refusal in favor of any other party to purchase any portion thereof or any interest therein, (iv) there were no parties (other than the Company) in possession of using the Real Property, except in connection with a Permitted Encumbrance, and (v) there are no (A) pending or threatened condemnation proceedings, (B) pending or threatened Proceedings, or (C) other matters affecting the use, occupancy or value of the Real Property in any material respect. Leased Real Property. Schedule 3.6(c) sets forth all leases pursuant to which Facilities are leased by the Company (as lessee), true and correct copies of which have been delivered or made available to the Purchaser or CTDC. Such leases shall constitute all leases, subleases or other occupancy agreements pursuant to which the Company occupies or uses Facilities. The Company has good and valid leasehold title to, and enjoys peaceful and undisturbed possession of, all leased property described in such leases (the “Leased Property”), free and clear of any and all Encumbrances other than any Permitted Encumbrances which would not permit the termination of the lease therefore by the lessor. With respect to each such parcel of Leased Property: (i) there are no pending or threatened condemnation proceedings relating to, or any pending or threatened Proceedings relating to, the Company’s leasehold interests in such Leased Property or any portion thereof, (ii) neither the Company nor any other Person has entered into any sublease, license, option, right, concession or other agreement or arrangement, written or oral, granting to any person or entity any the right to purchase use or lease the Owned Real occupy such Leased Property (other than the right of the Purchaser pursuant to this Agreement), or any portion thereof or interest therein; , except in connection with a Permitted Encumbrance, and (viii) no member of the Seller Group Company has not received any written notice of any pending or threatened condemnation proceedings in the nature special assessment relating to such Leased Property or otherwise has any knowledge of eminent domain in connection with any parcel of the Owned Real Property; (vi) to Seller’s Knowledge, there are no agreements, orders, licenses, permits, conditions pending or other directives issued by a Governmental Authority which relate to the future use or require any change in the present use or operations of the Owned Real Property; and (vii) all utilities currently servicing the Owned Real Properties are, to Seller’s Knowledge, properly installed, connected and operating, with all outstanding charges paid in full (or paid in full as of the Closing), and are sufficient for the operation of the Business as currently conductedthreatened special assessment relating thereto.

Owned Real Property. Section 2.11 of the Disclosure Schedule lists all Owned Real Property and with respect to each Owned Real Property identifies the property address, the approximate lot size, and whether or not such Owned Real Property is encumbered by a Security Interest or subject to any lease or other third party rights. With respect to each Owned Real Property: (ia) Section 3.7(a) of based upon the Seller Disclosure Schedule sets forth an accurate and complete list (including street addressowner's title insurance policy for such Owned Real Property, current owner and legal description); (ii) the current owner Company or the Subsidiary has good and clear record and marketable indefeasible fee simple title to each such Owned Real Property, free and clear of any EncumbranceSecurity Interest except to the extent set forth in Section 2.11 of the Disclosure Schedule, and free and clear of any easement, covenant or other restriction, except for recorded easements, covenants and other restrictions that do not unreasonably interfere with the use and occupancy of such Owned Real Property for the Intended Uses; (iiib) there are no (i) pending or, to the knowledge of the Company, overtly threatened condemnation proceedings relating to such Owned Real Property or (ii) pending or, to the knowledge of the Company, overtly threatened litigation or administrative actions relating to such Owned Real Property except to the extent set forth in Section 2.11 of the Disclosure Schedule; (c) the existing buildings and improvements located on such Owned Real Property are located entirely within the boundary lines of such Owned Real Property or on permanent easements on adjoining land and may lawfully be used under applicable zoning and land use laws (either as of right, by special permit or variance, or as a grandfathered use) for the Intended Uses; and such Owned Real Property is not located within any flood plain or subject to any similar type restriction for which any permits or licenses, if any, necessary to the use thereof have not been obtained; (d) there are no leases, subleases, licenses or agreements, written or oral, granting to any party or parties (other than the Company or the Subsidiary) the right of use or occupancy of any portion of such Owned Real Property except to the extent set forth on Section 3.7(a) 2.11 of the Seller Disclosure Schedule, no member of the Seller Group has leased, subleased, licensed or otherwise granted to any person the right to possess, use or occupy the Owned Real Property or any portion thereof; (ive) there are no outstanding options or rights of first refusal or other agreements granting to any person or entity any right to purchase or lease the such Owned Real Property (other than the right of the Purchaser pursuant to this Agreement)Property, or any portion thereof or interest thereintherein except to the extent set forth on Section 2.11 of the Disclosure Schedule; (vf) no member all buildings and improvements located on such Owned Real Property are supplied with electricity, water, telephone, sanitary sewer and storm sewer and other utilities and services adequate for the operation of such buildings and improvements for the Intended Uses, except as set forth in Schedule 2.11 of the Seller Group Disclosure Schedule; (g) such Owned Real Property either abuts on and has received any written notice of any pending direct vehicular access to a public road or threatened condemnation proceedings in the nature of eminent domain in connection with any parcel of the has access to a public road via a permanent appurtenant easement benefiting such Owned Real Property; (vih) to Seller’s Knowledgeneither the Company nor the Subsidiary has received written notice of any, there are no agreements, orders, licenses, permits, conditions or other directives issued by a Governmental Authority which relate and to the future use knowledge of the Company there is no, proposed or require pending proceeding to change or redefine the zoning classification of all or any change portion of such Owned Real Property; (i) the improvements and mechanical and utility systems serving the buildings and other improvements located on such Owned Real Property are in condition and order adequate for the operation of such buildings and improvements for the Intended Uses; (j) such Owned Real Property is assessed by local property assessors as a tax parcel or parcels separate from all other tax parcels; and (k) the Company has delivered to the Buyer complete and accurate copies of all of the following materials relating to such Owned Real Property, to the extent in the present use Company's possession or operations control: title insurance policies; deeds; encumbrance and easement documents and other documents and agreements affecting title to or for operation of the such Owned Real Property; and (vii) all utilities currently servicing the Owned Real Properties aresurveys; as-built construction plans; warranties; appraisals; structural inspection, to Seller’s Knowledgesoils, properly installed, connected environmental assessment and operating, with all outstanding charges paid in full (or paid in full as of the Closing), and are sufficient for the operation of the Business as currently conductedsimilar reports.

Owned Real Property. With respect to each Owned Real Property: (ia) Section 3.7(a) of the Seller Disclosure Schedule sets forth an accurate and complete list (including street address, current owner and legal description); (ii) the current owner has will convey good and marketable indefeasible fee simple title, such as is insurable by any reputable title insurance company, to each the Owned Real Property, free and clear of all Encumbrances. There are no tax abatements applicable to any Encumbrance;of the Owned Real Properties. (iiib) except Except as set forth on Section 3.7(a) Schedule 5.14(b), Seller has not received any written notice of the Seller Disclosure Schedulea current violation, no member citations, summonses, subpoenas, compliance orders, directives, suits, other legal process, or other written notice of the Seller Group has leasedpotential liability under applicable zoning, subleasedbuilding, licensed or otherwise granted fire and other applicable laws and regulations relating to any person the right to possess, use or occupy the Owned Real Property or any portion thereof;Property. (ivc) there are no outstanding options or rights of first refusal or other agreements granting to any person or entity any right to purchase or lease the Owned Real Property (other than the right of the Purchaser pursuant to this AgreementExcept as set forth on Schedule 5.14(c), or any portion thereof or interest therein; (v) no member of the Seller Group has not received any written notice of any actual or pending condemnation proceeding relating to the Branches or threatened condemnation proceedings in the nature Owned Real Property. (d) Except as set forth on Schedule 5.14(d), neither Seller nor any of eminent domain in connection with its Affiliates has entered into any parcel of agreement regarding the Owned Real Property; (vi) , and the Owned Real Property is not subject to any claim, demand, suit, lien, proceeding or litigation of any kind, pending or outstanding, or to Seller’s Knowledge, there are no agreementsthreatened, orders, licenses, permits, conditions which would be binding upon Purchaser or other directives issued by a Governmental Authority which relate to the future its successors or assigns or materially affect or limit Purchaser’s or its successors’ or assigns’ use or require any change in the present use or operations and enjoyment of the Owned Real Property; and (vii) all utilities currently servicing Property or which would materially limit or restrict Purchaser’s right or ability to enter into this Agreement and consummate the Owned Real Properties are, to Seller’s Knowledge, properly installed, connected sale and operating, with all outstanding charges paid in full (or paid in full as of the Closing), and are sufficient for the operation of the Business as currently conductedpurchase contemplated hereby.

Owned Real Property. Schedule 1.1(a)(v) attached hereto lists the property address and the legal description of all Owned Real Property. With respect to each piece of Owned Real Property, except as set forth on Schedule 2.13 attached hereto: (i) Section 3.7(a) of the Seller Disclosure Schedule sets forth an accurate and complete list (including street address, current owner and legal description); (iia) the current owner has Sellers have good and marketable indefeasible fee simple title to each such Owned Real Property, free and clear of any EncumbranceSecurity Interest, easement, covenant or other restriction, except for (i) recorded easements, covenants and other non-environmental restrictions which do not impair the uses, occupancy or value of such Owned Real Property; and (ii) liens reflected on any survey or in any title report delivered to Buyer prior to the date hereof; (b) there are no (i) pending or, to the knowledge of the Sellers, threatened condemnation proceedings relating to such Owned Real Property, (ii) pending or, to the knowledge of the Sellers, threatened litigation or administrative actions relating to such Owned Real Property, or (iii) except as set forth on Section 3.7(aother matters affecting materially and adversely the occupancy or value thereof (which shall be deemed not to include general market conditions); (c) of the Seller Disclosure Schedule, no member of the Seller Group has leased, subleased, licensed or otherwise granted to any person the right to possess, use or occupy the legal description for such Owned Real Property or any portion thereofcontained in the deed thereof describes such Owned Real Property fully and adequately in all material respects and, to the knowledge of the Seller, the buildings and improvements may be used as of right under applicable zoning and land use laws for the current uses in all material respects; (ivd) there are no leases, subleases, licenses or agreements, written or oral, granting to any party or parties (other than the Sellers or a Subsidiary) the right of use or occupancy of any portion of such Owned Real Property; (e) there are no outstanding options or rights of first refusal or other agreements granting to any person or entity any right to purchase or lease the such Owned Real Property (other than the right of the Purchaser pursuant to this Agreement)Property, or any portion thereof or interest therein; (vf) no member all facilities located on such Owned Real Property are supplied with utilities and other services necessary for the operation of such facilities, including gas, electricity (including but not limited to all necessary private electric supply agreements), water, telephone, sanitary sewer and storm sewer; (g) neither any of the Seller Group Sellers nor any Subsidiary has received any written notice of any proposed or pending proceeding to change or threatened condemnation proceedings in redefine the nature zoning classification of eminent domain in connection with all or any parcel portion of the such Owned Real Property; (vih) such Owned Real Property abuts on and has direct vehicular access to a public road or access to a public road via a permanent, irrevocable, appurtenant easement benefiting such property; (i) to Seller’s Knowledgethe knowledge of the Sellers, there the improvements constructed on such Owned Real Property are no agreementsin good condition and proper order, ordersfree of roof leaks, licensesinsect infestation, permitsand material construction defects, conditions or other directives issued by a Governmental Authority which relate and all mechanical and utility systems servicing such improvements are in good condition and proper working order, in each case free of material defects; (j) the Sellers have delivered to the future use Buyer complete and accurate copies of all of the following materials relating to such Owned Real Property, to the extent in the Sellers' possession or require any control: title insurance policies and commitments; deeds; encumbrance and easement documents and other documents and agreements affecting title to or for operation of such Owned Real Property; surveys; appraisals; structural inspection, soils, environmental assessment and similar reports; and (k) there has been no change in or affecting the present use or operations Owned Real Property which would materially affect the 2000 survey of the Owned Real Property; and (vii) all utilities currently servicing the Owned Real Properties are, to Seller’s Knowledge, properly installed, connected and operating, with all outstanding charges paid in full (or paid in full as of the Closing), and are sufficient for the operation of the Business as currently conducted.

Owned Real Property. With respect to each (a) Section 3.36 of the Disclosure Letter sets out all real property owned by the Corporation or its Subsidiaries and their respective legal descriptions and municipal addresses (the "Owned Real Property"). The Corporation or a Subsidiary thereof is the absolute legal and beneficial owner of, and has good title in fee simple to, the Owned Real Property (including all Buildings and Fixtures located on such properties and any related rights and restrictions), free and clear of any and all Encumbrances, except for: (i) Section 3.7(a) of the Seller Disclosure Schedule sets forth an accurate and complete list (including street address, current owner and legal description)Permitted Encumbrances; (ii) the current owner has good and marketable indefeasible fee simple title to each Owned Real Property, free and clear of any Encumbrance;Encumbrances disclosed or reflected in the Financial Statements; and (iii) except as set forth on liens for current Taxes not yet due. (b) Section 3.7(a) 3.36 of the Seller Disclosure ScheduleLetter also describes all real property previously owned by the Corporation or its Subsidiaries at any time since December 31, 2001 and their respective legal descriptions and municipal addresses. There are no member of the Seller Group has leasedagreements, subleasedoptions, licensed contracts or commitments to sell, transfer or otherwise granted to any person the right to possess, use or occupy dispose of the Owned Real Property or any portion thereof; which would restrict the ability of the Corporation or its Subsidiary (ivas applicable) there are no outstanding options or rights of first refusal or other agreements granting to any person or entity any right to purchase or lease transfer the Owned Real Property Property. The Corporation or its Subsidiary (other than as applicable) has obtained all Authorizations required to allow the right of the Purchaser pursuant to this Agreement), or any portion thereof or interest therein; (v) no member of the Seller Group has received any written notice of any pending or threatened condemnation proceedings in the nature of eminent domain in connection with any parcel use and occupancy of the Owned Real Property; (vi) to Seller’s Knowledge, there are no agreements, orders, licenses, permits, conditions or other directives issued by a Governmental Authority which relate to . All of the future use or require any change in the present use or operations of buildings and fixtures located on the Owned Real Property; and Property were, to the knowledge of the Vendors, constructed in accordance with all Laws then in effect, and the Corporation or its Subsidiary (viias applicable) all utilities currently servicing has adequate rights of ingress and egress into the Owned Real Properties are, to Seller’s Knowledge, properly installed, connected and operating, with all outstanding charges paid in full (or paid in full as of the Closing), and are sufficient Property for the operation of the Business Business. To the knowledge of the Vendors, none of the Owned Real Property or the buildings and fixtures on such properties, nor their use, operation or maintenance for the purpose of carrying on the Business, violates any restrictive covenant or any provision of any Law or encroaches on any property owned by any other Person. No condemnation or expropriation proceeding is pending or, to the knowledge of the Vendors, threatened which would preclude or impair the use of any of the Owned Real Property for the purposes for which it is currently used. To the knowledge of the Vendors, there are no pending applications or notices in respect of rezoning or land use designations affecting the Owned Real Property. The Corporation or its Subsidiary (as currently conductedapplicable) has paid all Taxes that are due and payable with respect to the Owned Real Property.

Owned Real Property. With respect to (a) Schedule 3.15(a) lists the street address of each parcel of real property owned by SCM, together with a general description of the use of each such facility (collectively, the “Owned Real Property:”). Except for the Owned Real Property and as otherwise set forth on Schedule 3.15(a), neither Pacific nor SCM Asia owns any real property or improvements thereon, and no other real property is used in the conduct of the Business by the Subsidiaries. The use by SCM Asia of any real property in connection with the operations of its business complies in all material respects with the provisions of applicable Law relating to the use of real property in the People’s Republic of China. (ib) Section 3.7(a) of the Seller Disclosure Schedule sets forth an accurate and complete list (including street address, current owner and legal description); (ii) the current owner SCM has good and marketable indefeasible fee simple valid title to each the Owned Real Property, free and clear of any Encumbrance;all Encumbrances other than Permitted Liens or as disclosed in Schedule 3.15(b). (iiic) except as set forth on Section 3.7(a) There are no parties other than SCM in possession of the Seller Disclosure Scheduleany parcel of Owned Real Property or any portion thereof, and there are no member of the Seller Group has leasedleases, subleasedsubleases, licensed licenses, concessions or otherwise granted other agreements, written or oral, granting to any person party or parties the right to possess, of use or occupy occupancy of any of the Owned Real Property or any portion thereof; (iv) there . There are no outstanding options or rights of first refusal or other agreements granting to any person or entity any right to purchase or lease the Owned Real Property (other than the right of the Purchaser pursuant to this Agreement), or any portion thereof or interest therein;. (vd) no member The Owned Real Property used by SCM is supplied with utilities adequate for the use and operation of SCM’s business in the manner currently conducted, including, without limitation, gas, electricity, water, telephone, sanitary sewer and stormwater management. (e) To the knowledge of the Seller Group has Sellers, there are no proceedings in eminent domain or other proceedings pending or threatened, affecting any portion of the Owned Real Property or any means of ingress or egress thereto. (f) The Owned Real Property and the present uses and operations thereof comply in all material respects with, and neither SCM nor the Sellers have received any written notice of from any pending or threatened condemnation proceedings in the nature of eminent domain in connection with any parcel Governmental Authority that a portion of the Owned Real Property; , or any building or improvement located thereon, currently violates in any material respect, any Law, (vi) other than any Environmental Laws, as to Seller’s Knowledgewhich the representations and warranties of the Sellers and the Subsidiaries are solely contained in Section 3.19), there are no agreementsincluding those Laws relating to zoning, ordersbuilding, licensesland use, permitshealth and safety, conditions or fire, air, sanitation and noise control and all deed and other directives issued by a Governmental Authority which relate to title covenants and restrictions. The Subsidiaries have maintained the future use or require any change buildings, structures and other improvements located at each Owned Real Property in the present use or operations ordinary course and have not deferred the maintenance of the Owned Real Property; and (vii) all utilities currently servicing the Owned Real Properties are, to Seller’s Knowledge, properly installed, connected and operating, with all outstanding charges paid in full (or paid in full as of the Closing), and are sufficient for the operation of the Business as currently conductedany such assets.

Owned Real Property. With respect to each Owned Real Property: (iSchedule 5.12(a)(1) Section 3.7(a) of the Seller Disclosure Schedule sets forth contains an accurate and complete list of all fee interests in real property and buildings and structures currently owned by the Seller (the "Owned Real Property"), including street addressa description reasonably sufficient to identify each such parcel, current owner the record titleholder of such property and legal description); (ii) a summary of any leases or other instruments which pertain to the current owner possession or use of such Owned Real Property. The Seller has good and marketable indefeasible title in fee simple title to each all of the Owned Real PropertyProperty and buildings and structures thereon, free and clear of all liens and encumbrances of any Encumbrance; type whatsoever except (iiii) except as set forth on Section 3.7(a) for the security interests of the Seller Disclosure Schedule, no member of Seller's lenders that will be released simultaneously with the Seller Group has leased, subleased, licensed or otherwise granted Closing; (ii) as disclosed by the title commitments to any person be obtained by Sellers within forty-five (45) days after the right date hereof (the "Title Commitments") to possess, use or occupy issue the title insurance policies with respect to the Owned Real Property or any portion thereof; to be delivered at Closing; (iii) liens for current taxes and assessments not yet due and payable; (iv) there are no outstanding options or rights of first refusal any liens or other agreements granting to any person encumbrances that do not, individually or entity any right to purchase or lease the Owned Real Property (other than the right of the Purchaser pursuant to this Agreement), or any portion thereof or interest therein; (v) no member of the Seller Group has received any written notice of any pending or threatened condemnation proceedings in the nature aggregate, materially detract from the value of eminent domain in connection with any parcel of or materially impair the Owned Real Property; (vi) to Seller’s Knowledge, there are no agreements, orders, licenses, permits, conditions or other directives issued by a Governmental Authority which relate to the future current use or require any change in the present use or operations of the Owned Real Property; and and (viiv) all utilities currently servicing such liens and encumbrances disclosed in the surveys of the Owned Real Properties are, Property certified within six (6) months prior to Seller’s Knowledge, properly installed, connected and operating, with all outstanding charges paid Closing prepared by a surveyor licensed by the state in full which the Real Property is located (or paid the "Surveys") obtained by Seller in full as contemplation of the ClosingClosing hereunder (collectively, the "Permitted Owned Real Property Exceptions"), and are sufficient for the operation of the Business as currently conducted.

Owned Real Property. Section 3.8(a) of the Disclosure Letter sets forth a list of all real property owned by a Purchased Company (“Owned Real Property”). With respect to each parcel of Owned Real Property: (i) Section 3.7(athe identified Purchased Company has valid fee simple (or equivalent) title to such property, free and clear of the Seller Disclosure Schedule sets forth an accurate and complete list (including street address, current owner and legal description)all Encumbrances other than Permitted Encumbrances; (ii) there are no condemnation or eminent domain proceedings pending, or to the current owner has good and marketable indefeasible fee simple title to each Owned Real PropertyKnowledge of Parent, free and clear of any Encumbrancethreatened; (iii) except as set forth on Section 3.7(a) there are no leases, subleases or licenses granting to any Person the right of use or occupancy of any portion of the Seller Disclosure Schedule, no member parcels of the Seller Group has leased, subleased, licensed or otherwise granted to any person the right to possess, use or occupy the Owned Real Property or any portion thereofProperty; (iv) there are no outstanding options to purchase, lease or use, or rights of first refusal or other agreements granting rights of first offer to purchase, any person or entity any right to purchase or lease of the Owned Real Property (other than the right of the Purchaser pursuant to this Agreement)Property, or any portion portions thereof or interest thereininterests therein or Contracts relating to the right to receive any portion of the income or profits from the sale, operation, lease or development thereof; (v) no member there exists no, and neither Parent, any Purchased Company nor any prior owner of the Seller Group Owned Real Property that is an Affiliate of Parent has received any written notice of any pending breach or threatened condemnation proceedings in the nature of eminent domain in connection with default by Parent, any parcel Purchased Company or any prior owner of the Owned Real PropertyProperty that is an Affiliate of Parent under any restrictive covenants or other material Encumbrances affecting the Owned Real Property which breach or default has not yet been cured and, to the Knowledge of Parent, there exists no condition or event that, with the passage of time or the giving of notice or both, would constitute a breach or default under any such agreement; (vi) no Owned Real Property is subject to Seller’s Knowledgeany mortgage, there are no agreements, orders, licenses, permits, conditions deed of trust or other directives issued by a Governmental Authority which relate Encumbrance related to the future use or require any change in the present use or operations of the Owned Real Propertyborrowed money; and (vii) all utilities currently servicing the each Owned Real Properties are, to Seller’s Knowledge, properly installed, connected and operating, with all outstanding charges paid in full Property has a valid certificate of occupancy (or paid equivalent occupancy or use permit in full as of the Closing), and are sufficient for applicable jurisdiction) which permits the operation of the Business as use currently conductedconducted at such Owned Real Property.

Owned Real Property. With respect to each Schedule 3.16 sets out the legal and municipal descriptions of the real property that is owned by the Corporation (the “Owned Real Property”). In addition: (ia) Section 3.7(a) the conduct of the Seller Disclosure Schedule sets forth an accurate Business, and complete list (including street addressthe existing ownership, current owner use, maintenance and legal description); (ii) the current owner has good and marketable indefeasible fee simple title to each Owned Real Property, free and clear operation of any Encumbrance; (iii) except as set forth on Section 3.7(a) of the Seller Disclosure Schedule, no member of the Seller Group has leased, subleased, licensed or otherwise granted to any person the right to possess, use or occupy the Owned Real Property materially comply, with all Applicable Law, including all Environmental Law, and with all covenants, restrictions, rights or any portion thereof; (iv) there are no outstanding options or rights of first refusal or other agreements granting easements registered against title to any person or entity any right to purchase or lease the Owned Real Property (other than the right of the Purchaser pursuant to this Agreement), or any portion thereof or interest therein; (v) no member of the Seller Group has received any written notice of any pending or threatened condemnation proceedings in the nature of eminent domain in connection with any parcel of the Owned Real Property; (vib) the Corporation has not received any written notice of any currently outstanding orders, requirements or directions of Governmental Authority requiring any work, or capital expenditures, with respect to the Owned Real Property, and to the Knowledge of the Seller Parties, no such orders, requirements or directions are pending or threatened; (c) to Seller’s Knowledgethe Knowledge of the Seller Parties, there are no agreementsbuildings, ordersfixtures or improvements on any adjoining lands, licenseswhether public or private, permitsthat encroach on the Owned Real Property. All Plant and Buildings are located wholly within the boundaries of the Owned Real Property and comply with all Applicable Law and all covenants, conditions restrictions, rights and easements registered against the title to the Owned Real Property; (d) to the Knowledge of the Seller Parties, there are no outstanding development charges or other directives issued development permit applications pertaining to the Owned Real Property; (e) the Owned Real Property is serviced by all applicable public and private utilities services which have adequate capacity for the normal operation of the Business; (f) no part of the Owned Real Property has been condemned, taken or expropriated by any Governmental Authority, nor to the Knowledge of the Seller Parties, has any notice or proceeding in respect thereof been given or commenced; (g) the Owned Real Property has adequate rights of access to and from public streets or highways for the normal operation of the Business; (h) to the Knowledge of the Seller Parties, there are no material defects in the design, construction or structure of the Plants and Buildings; (i) all amounts for labour or material supplied to or on behalf of the Corporation relating to the construction, alteration or repair of the Plants and Buildings or Owned Real Property have been paid in full and no one has filed, nor to the Knowledge of the Seller Parties has a right to file, any builders’, mechanics’ or similar liens in respect thereof; (j) the Corporation has received no notice from any Governmental Authority which relate to concerning, and the future use or require any change in Sellers have no Knowledge of: (i) the present use or operations possible widening of streets abutting the Owned Real Property; or (ii) any change in the applicable planning by-laws (including zoning classifications) concerning the Owned Real Property; (k) the Corporation has received no written notice from, or on behalf of, any existing insurance carriers that any currently outstanding alterations in the improvements on the Owned Real Property are required; and (viil) all utilities currently servicing the Corporation has had no boundary or water drainage disputes with the owner of any property adjacent to the Owned Real Properties areProperty, to Seller’s Knowledge, properly installed, connected and operating, with all outstanding charges paid in full (or paid in full as of the Closing), and nor are sufficient for the operation of the Business as there currently conducted.any such disputes;

Owned Real Property. Except for the Excluded Assets and the Xxxxxx Property, there is no real property that the Seller owns and uses directly and solely in connection with its Business. With respect to each Owned Real the Xxxxxx Property: : (ia) Section 3.7(a) of the Seller Disclosure Schedule sets forth an accurate and complete list (including street address, current owner and legal description); (ii) the current owner has good and marketable indefeasible fee simple title to each Owned Real Propertythe parcel of real property, free and clear of any Encumbrance; Security Interest; (iiib) except as set forth on Section 3.7(athere are no pending or, to the Seller’s Knowledge, threatened condemnation Proceedings relating to the property or other matters affecting adversely the current use, occupancy, or value thereof; (c) the legal description for the parcel contained in the deed thereof describes such parcel fully and adequately, the buildings and improvements are located within the boundary lines of the Seller Disclosure Scheduledescribed parcels of land, no member are not in violation of applicable setback requirements, zoning Laws, and ordinances (and none of the Seller Group has leasedproperties or buildings or improvements thereon are subject to “permitted non-conforming use” or “permitted non-conforming structure” classifications), subleasedand do not encroach on any easement which may burden the land, licensed the land does not serve any adjoining property for any purpose inconsistent with the use of the land; (d) there are no leases, subleases, licenses, concessions, or otherwise granted other agreements granting to any person party or parties the right to possess, of use or occupy the Owned Real Property or occupancy of any portion thereof; of the parcel of real property; (ive) there are no outstanding options or rights of first refusal or other agreements granting to any person or entity any right to purchase or lease the Owned Real Property (other than the right parcel of the Purchaser pursuant to this Agreement)real property, or any portion thereof or interest therein; ; (vf) no member of the Seller Group has received any written notice of any pending or threatened condemnation proceedings in the nature of eminent domain in connection with any parcel of the Owned Real Property; (vi) to Seller’s Knowledge, there are no agreements, orders, licenses, permits, conditions or parties (other directives issued by a Governmental Authority which relate to than the future use or require any change Seller) in the present use or operations possession of the Owned Real Propertyparcel of real property; and (viig) all facilities located on the parcel of real property are supplied with utilities currently servicing the Owned Real Properties are, to Seller’s Knowledge, properly installed, connected and operating, with all outstanding charges paid in full (or paid in full as of the Closing), and are sufficient other services necessary for the operation of such facilities, including gas, electricity, water, telephone, sanitary sewer, and storm sewer; and (h) each parcel of real property abuts on and has direct vehicular access to a public road, or has access to a public road via a permanent, irrevocable, appurtenant easement benefiting the Business as currently conductedparcel of real property, and access to the property is provided by paved public right-of-way with adequate curb cuts available.

Owned Real Property. Section 2.10 of the Sellers’ Disclosure Schedule lists the Owned Real Property. With respect to each the Owned Real Property: (ia) Section 3.7(a) of the Seller Disclosure Schedule sets forth an accurate and complete list (including street address, current owner and legal description); (ii) the current owner U.S. Company has good and marketable indefeasible fee simple title to each such Owned Real Property, free and clear of any EncumbranceSecurity Interest, except for recorded easements, covenants and other restrictions of record that do not and would not reasonably be expected to materially impair the current uses of such Owned Real Property; (iiib) except as set forth on Section 3.7(a) of the Seller Disclosure Schedulethere are no leases, no member of the Seller Group has leased, subleased, licensed subleases or otherwise granted agreements granting to any person party or parties the right to possess, of use or occupy the occupancy of any portion of such Owned Real Property or any portion thereofProperty; (ivc) there are no outstanding options options, rights of first offer or rights of first refusal or other agreements granting to any person or entity any right to purchase or lease the such Owned Real Property (other than the right of the Purchaser pursuant to this Agreement), or any portion thereof or interest therein; (vd) there are no member of the Seller Group has received outstanding Contracts for any written notice of any pending or threatened condemnation proceedings in the nature of eminent domain in connection with any parcel of improvements to the Owned Real Property; (vie) to Seller’s Knowledgeas of the date of this Agreement, none of the Companies or any Seller has received written notice of any revocation of any governmental permits, licenses and certificates required for the use and occupancy of the Owned Real Property in its current operations or that any revocation is pending or threatened; (f) as of the date of this Agreement, there are no agreementscondemnation actions pending or, orders, licenses, permits, conditions or other directives issued by a Governmental Authority which relate to the future use or require any change in Knowledge of the present use or operations of Sellers, threatened against the Owned Real PropertyProperty or any part thereof or any interest therein; and (viig) all utilities currently servicing the Owned Real Properties areProperty is in good operating condition, to Seller’s Knowledgesuitable, properly installed, connected sufficient and operating, with appropriate in all outstanding charges paid in full material respects for its current use (or paid in full as of the Closingordinary wear and tear excepted), and are sufficient for the operation of the Business as currently conducted.

Owned Real Property. Schedule 5.29(a) lists and ---------------- describes briefly all real property that the Company owns. With respect to each Owned Real Propertysuch parcel of owned real property : (i) Section 3.7(a) of the Seller Disclosure Schedule sets forth an accurate and complete list (including street address, current owner and legal description); (ii1) the current owner Company has good and marketable indefeasible fee simple title to each Owned Real Propertythe parcel of real property, free and clear of any Encumbrance; (iii) Encumbrances, except as set forth on Section 3.7(a) Schedule 5.29(a)(1), except for installments of special ------------------- assessments not yet delinquent and recorded easements, covenants and other restrictions which do not impair the current use, occupancy, value or the marketability of title of the Seller Disclosure Scheduleproperty subject thereto; (2) there are no pending, no member or to the Knowledge of the Seller Group has leasedCompany and Sellers, subleasedThreatened condemnation Proceedings relating to the property or other matters affecting the current use, licensed occupancy or otherwise granted to any person the right to possess, use or occupy the Owned Real Property or any portion value thereof; (iv3) the legal description for the parcel contained in the deed thereof describes such parcel fully and adequately, the buildings and improvements are located within the boundary lines of the described parcels of land, are not in violation of applicable setback requirements, zoning laws and ordinances (and none of the properties or buildings or improvements thereon are subject to "permitted non-conforming use" or "permitted non-conforming structure" classifications) and do not encroach on any easement which may burden the land and the land does not serve any adjoining property for any purpose inconsistent with the use of the land and the property is not located within any flood plain or subject to any similar type restriction for which any permits or licenses necessary to the use thereof have not been obtained; (4) all Facilities have received all Governmental Authorizations required in connection with the ownership or operation thereof and have been operated and maintained in accordance with all applicable Legal Requirements; (5) there are no leases, subleases, licenses, concessions or other agreements, written or oral, granting to any party or parties the right of use or occupancy of any portion of the parcel of real property; (6) there are no outstanding options or rights of first refusal or other agreements granting to any person or entity any right to purchase or lease the Owned Real Property (other than the right parcel of the Purchaser pursuant to this Agreement), real property or any portion thereof or interest therein; (v7) there are no member parties (other than the Company) in possession of the Seller Group has received any written notice of any pending or threatened condemnation proceedings in the nature of eminent domain in connection with any parcel of the Owned Real Propertyreal property, other than tenants under any leases disclosed on Schedule 5.29(a) who are in possession of space to ---------------- which they are entitled; (vi) to Seller’s Knowledge8) all Facilities located on the parcel of real property are supplied with utilities and other services necessary for the operation of such Facilities, there including gas, electricity, water, telephone, sanitary sewer and storm sewer, all of which services are no agreementsadequate in accordance with all applicable laws, ordersordinances, licensesrules and regulations and are provided via public roads or via permanent, permitsirrevocable, conditions or other directives issued by a Governmental Authority which relate to appurtenant easements benefitting the future use or require any change in the present use or operations parcel of the Owned Real Propertyreal property; and (vii9) all utilities currently servicing each parcel of real property abuts on and has direct vehicular access to a public road or has access to a public road via a permanent, irrevocable, appurtenant easement benefitting the Owned Real Properties are, parcel of real property and access to Seller’s Knowledge, properly installed, connected and operating, the property is provided by paved public right- of-way with all outstanding charges paid in full (or paid in full as of the Closing), and are sufficient for the operation of the Business as currently conductedadequate curb cuts available.