Common use of Properties Clause in Contracts

Properties. (a) Section 4.15(a) of the Company Disclosure Letter sets forth a true and complete list, as of the date hereof, of all of the real property owned in fee simple by the Company or any of the Company Subsidiaries (the “Company Owned Real Property”). Except in respects that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, either the Company or the Company Subsidiaries: (i) has good and valid fee simple title to all of the Company Owned Real Property, free and clear of all Liens other than Permitted Liens; (ii) is in sole and exclusive possession of the Company Owned Real Property and there are no leases, licenses, occupancy agreements or any other similar arrangement (the “Real Property Leases”) pursuant to which any third party is granted the right to use any Company Owned Real Property, other than Permitted Liens; (iii) has sufficient right of ingress and egress to the Company Owned Real Property in all material respects and enjoys peaceful and quiet possession thereof; and (iv) there are no outstanding options or rights of first offer or refusal to purchase the Company Owned Real Property. (b) Section 4.15(b) the Company Disclosure Letter sets forth a true and complete list, as of the date hereof, of all of the real property leased by Company or any of the Company Subsidiaries for which the annual rental value exceeds $5,000,000 pursuant to a Real Property Lease (the “Company Leased Real Property” and, together with the Company Owned Real Property, the “Company Real Property”). Except in respects that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, with respect to the Company Leased Real Property and each Real Property Lease: (i) each Real Property Lease is in full force and effect, and the Company or a Company Subsidiary holds a valid and existing leasehold interest under each Real Property Lease; (ii) the possession and quiet use and enjoyment of the Company Leased Real Property under such Real Property Lease has not been disturbed and there are no disputes with respect to any such Real Property Lease; (iii) none of the Company or any Company Subsidiary has given or received any written notice of default pursuant to any such Real Property Lease; (iv) none of the Company or any Company Subsidiary or, to the Knowledge of the Company, any other party to such Real Property Lease, is in breach or violation of, or in default under, such Real Property Lease, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach, violation or default, or permit the termination, modification or acceleration of rent under such Real Property Lease on the part of the Company or any Company Subsidiary, nor, to the Knowledge of the Company, on the part of the other party thereto; (v) no security deposit or portion thereof deposited with respect to such Real Property Lease has been applied in respect of a breach or default under such Real Property Lease which has not been re-deposited in full; (vi) neither the Company nor any Company Subsidiary owes, or will owe in the future based on arrangements currently in existence, any brokerage commissions or finder’s fees with respect to any Real Property Lease; (vii) none of the Company or any Company Subsidiary has collaterally assigned or granted any other security interest in such Real Property Lease or any interest therein, other than Permitted Liens; (viii) there are no Liens on the estate or interest created by such Real Property Lease, other than Permitted Liens; and (ix) none of the Company or any Company Subsidiary has subleased, licensed or otherwise granted any person the right to use or occupy any Company Leased Real Property or any portion thereof.

Properties. (a) The Company and its Subsidiaries have a good and valid leasehold (or, as applicable, license or other) interest in all leases, subleases and other agreements under which the Company and its Subsidiaries use or occupy or have the right to use or occupy any real property (such property subject to a lease, sublease or other agreement, the “Leased Real Property” and such leases, subleases and other agreements are, collectively, the “Real Property Leases”), in each case, free and clear of all Liens other than any Permitted Liens. Section 4.15(a4.14(a) of the Company Disclosure Letter sets forth a true true, correct and complete list of all Leased Real Property as of the date hereof. Except as would not be material to the Company and its Subsidiaries, each Real Property Lease (i) is a valid and binding obligation of the Company or its Subsidiary that is party thereto and, to the knowledge of the Company, of each other party thereto, and is in full force and effect, subject to the Bankruptcy and Equity Exception, (ii) no uncured default on the part of the Company or its Subsidiaries or the landlord thereunder, exists under any such Real Property Lease, and (iii) no event has occurred or circumstance exists which, with the giving of notice, the passage of time, or both, would constitute a breach or default under any such Real Property Lease. Neither the Company nor any of its Subsidiaries has received any written notice of the intention of any other party to a Real Property Lease to terminate for default, convenience or otherwise any Real Property Lease, nor is any such party, to the knowledge of the Company, threatening to do so. Neither the Company nor any of its Subsidiaries are currently subleasing, licensing or otherwise granting any Person any right to use or occupy Leased Real Property. (b) Section 4.14(b) of the Company Disclosure Letter sets forth a list, as of the date hereof, of all of the real property owned in fee simple by the Company or any of the Company its Subsidiaries (the “Company Owned Real Property”). Except in respects that, individually or in the aggregate, have not had and as would not reasonably be expected material to have a Company Material Adverse Effect, either the Company or and its Subsidiaries, the Company Subsidiaries: (i) has good and its Subsidiaries have valid fee simple and marketable title to all of the Company Owned Real Property, including all appurtenances thereto and fixtures thereon, free and clear of any and all Liens other than except Permitted Liens; (ii) is in sole and exclusive possession of . Neither the Company Owned Real Property and there are no leasesnor any of its Subsidiaries is currently leasing, licenses, occupancy agreements licensing or otherwise granting any other similar arrangement (the “Real Property Leases”) pursuant to which Person any third party is granted the right to use any Company Owned Real Property, other than Permitted Liens; (iii) has sufficient right of ingress and egress to the Company Owned Real Property in all material respects and enjoys peaceful and quiet possession thereof; and (iv) there are no outstanding options or rights of first offer or refusal to purchase the occupy Company Owned Real Property. (bc) Except as would not be material to the Company and its Subsidiaries, all buildings, structures, fixtures and improvements included within the Company Owned Real Property or Leased Real Property (the “Improvements”) are in good repair and operating condition, subject only to ordinary wear and tear, and are adequate and suitable for the purposes for which they are presently being used or held for use and there are no facts or conditions affecting any of the Improvements that, in the aggregate, would reasonably be expected to interfere with the current use, occupancy or operation thereof. (d) There is no pending, or to the knowledge of the Company, threatened proceedings in eminent domain or condemnation against any of the Company Owned Real Property or Leased Real Property that are material to the Company or its Subsidiaries. (e) Section 4.15(b4.14(e) of the Company Disclosure Letter sets forth a true and complete listforth, as of the date hereofof this Agreement (i) all theatre locations that are scheduled to be closed within the twelve-month period following the date of this Agreement, (ii) all new theatre locations that the Company and its Subsidiaries are scheduled to open within the twelve-month period following the date of this Agreement, and (iii) all theatre locations that are under renovation or construction (excluding renovations and construction for any single location that do not exceed Two Hundred Fifty Thousand Dollars ($250,000)), together with the budgeted renovation or construction costs, (iv) the current landlord and tenant under each Real Property Lease, (v) the lease commencement and expiration date under each Real Property Lease, and (vi) the number of extension periods or extension terms (or, for the real property leased by Company avoidance of doubt, the number of opportunities to extend the term of each Real Property Lease as provided therein) for each Real Property Lease. (f) True, correct and complete copies of each Real Property Lease, any amendment thereto and any material agreement between the landlord and tenant or any third party relating to or impacting the terms and provisions of any Real Property Lease, have been made available to Parent. (g) In the event that the term of any Real Property Lease will expire on or prior to February 28, 2017, the Company Subsidiaries for which the annual rental value exceeds $5,000,000 has provided any notice required pursuant to a the terms and provisions of such Real Property Lease, in such form and containing such content as required under such Real Property Lease, in order to extend the term thereof, such that each Real Property Lease currently carries the maximum term provided under the Real Property Lease (subject to any subsequent opportunities to extend the “term thereof). (h) Except as would not be material to the Company and its Subsidiaries, each theatre located on the Leased Real Property” and, together with the Property or Company Owned Real Property, together with the “Company Real Property”). Except in respects thatrelated items of personal property located therein, individually or in the aggregateconstitutes a fully-operable motion picture theatre, have not had and would not reasonably be expected to have a Company Material Adverse Effect, with respect to the Company Leased Real Property and each Real Property Lease: such motion picture theatre and related personal property is fit for the use for which it is intended and to which it is presently devoted. (i) each Real Property Lease is in full force and effect, and To the Company or a Company Subsidiary holds a valid and existing leasehold interest under each Real Property Lease; (ii) the possession and quiet use and enjoyment of the Company Leased Real Property under such Real Property Lease has not been disturbed and there are no disputes with respect to any such Real Property Lease; (iii) none of the Company or any Company Subsidiary has given or received any written notice of default pursuant to any such Real Property Lease; (iv) none of the Company or any Company Subsidiary or, to the Knowledge knowledge of the Company, any other party (i) no petition or application to such rezone or otherwise alter or amend the land use regulations affecting the Leased Real Property Lease, is in breach or violation of, or in default under, such Company Owned Real Property Leaseis pending nor threatened, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach, violation or default, or permit the termination, modification or acceleration of rent under such Real Property Lease on the part of the Company or any Company Subsidiary, nor, to the Knowledge of the Company, on the part of the other party thereto; (v) no security deposit or portion thereof deposited with respect to such Real Property Lease has been applied in respect of a breach or default under such Real Property Lease which has not been re-deposited in full; (viii) neither the Company nor any Company Subsidiary owesof its Subsidiaries has received any written notice of any violation of Applicable Laws, or will owe in including zoning and land use regulations affecting the future based on arrangements currently in existence, any brokerage commissions or finder’s fees with respect to any Real Property Lease; (vii) none of the Company or any Company Subsidiary has collaterally assigned or granted any other security interest in such Real Property Lease or any interest therein, other than Permitted Liens; (viii) there are no Liens on the estate or interest created by such Real Property Lease, other than Permitted Liens; and (ix) none of the Company or any Company Subsidiary has subleased, licensed or otherwise granted any person the right to use or occupy any Company Leased Real Property or Company Owned Real Property, and there are no present violations of applicable zoning and land use regulations affecting the Leased Real Property or Company Owned Real Property and (iii) neither the Company nor any portion thereofof its Subsidiaries has received written notice of any pending improvements, Liens or special assessments from any Governmental Authority to be made against (A) the Leased Real Property for which the tenant under the Real Property Leases would be responsible or (B) the Company Owned Real Property for which the Company would be responsible.

Properties. (a) Section 4.15(a) of the Company Disclosure Letter sets forth a true and complete list, Except as of the date hereof, of all of the real property owned in fee simple by the Company or any of the Company Subsidiaries (the “Company Owned Real Property”). Except in respects thatwould not reasonably be expected to have, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse EffectEffect on the Company, either the Company and its Subsidiaries have (i) good and valid title to all real property owned by the Company or its Subsidiaries (the Company Subsidiaries: (i) has good and valid fee simple title to all of the Company “Owned Real Property”), free and clear of all Liens other than Permitted Liens; (ii) is valid and enforceable leasehold interests in sole and exclusive possession of all real property in which the Company or such Subsidiaries hold an interest pursuant to a lease, sublease, license or other similar written agreement (the “Leased Real Property,” together with the Owned Real Property (the “Real Property”), and there are no such leases, licensessubleases, occupancy agreements licenses or any other similar arrangement (written agreements, the “Real Property Leases”) pursuant to which any third party is granted the right to use any Company Owned Real Property, other than Permitted Liens; and (iii) has sufficient right good and marketable title, or valid and enforceable rights to use under existing franchises, easements or licenses, or valid and enforceable leasehold interests in, all of ingress its tangible personal properties and egress assets necessary to carry on their businesses as now being conducted, in each of clauses (i) – (iii), free and clear of Liens. Section 4.14 of the Company Owned Real Property in Disclosure Schedule sets forth a true, complete and correct list of all material respects and enjoys peaceful and quiet possession thereof; and (iv) there are no outstanding options or rights of first offer or refusal to purchase the Company Owned Real Property. (b) Section 4.15(b) the Company Disclosure Letter sets forth a true and complete list, Except as of the date hereof, of all of the real property leased by Company or any of the Company Subsidiaries for which the annual rental value exceeds $5,000,000 pursuant would not reasonably be expected to a Real Property Lease (the “Company Leased Real Property” and, together with the Company Owned Real Property, the “Company Real Property”). Except in respects thathave, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse EffectEffect on the Company, with respect to the Company Leased Real Property and each Real Property Lease: (i) each Real Property Lease is valid and in full force and effect, effect and the Company or a Company Subsidiary holds a valid and existing leasehold interest under each Real Property Lease; (ii) the possession and quiet use and enjoyment of neither the Company Leased Real Property under such Real Property Lease has not been disturbed and there are no disputes with respect to nor any such Real Property Lease; (iii) none of the Company or any Company Subsidiary has given or received any written notice of default pursuant to any such Real Property Lease; (iv) none of the Company or any Company Subsidiary orits Subsidiaries, nor to the Knowledge of the Company, ’s knowledge any other party to such a Real Property Lease, is in breach or violation has violated any provision of, or in taken or failed to take any act which, with or without notice, lapse of time, or both, would constitute a default under, under the provisions of such Real Property Lease, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach, violation or default, or permit the termination, modification or acceleration of rent under such Real Property Lease on the part of the Company or any Company Subsidiary, nor, to the Knowledge of the Company, on the part of the other party thereto; (v) no security deposit or portion thereof deposited with respect to such Real Property Lease has been applied in respect of a breach or default under such Real Property Lease which has not been re-deposited in full; (vi) neither the Company nor any Company Subsidiary owesof its Subsidiaries has received notice that it has breached, violated or will owe in the future based on arrangements currently in existence, any brokerage commissions or finder’s fees with respect to defaulted under any Real Property Lease; (vii) none of the Company or any Company Subsidiary has collaterally assigned or granted any other security interest in such Real Property Lease or any interest therein, other than Permitted Liens; (viii) there are no Liens on the estate or interest created by such Real Property Lease, other than Permitted Liens; and (ix) none of the Company or any Company Subsidiary has subleased, licensed or otherwise granted any person the right to use or occupy any Company Leased Real Property or any portion thereof.

Properties. (a) Section 4.15(a4.14(a) of the Company Disclosure Letter sets forth a true and complete list, as list of the date hereof, of all addresses of the material real property properties owned in fee simple by the Company or any of its Subsidiaries as of the Company Subsidiaries date of this Agreement (the “Company Owned Real Property”). Except in respects that, individually or in ) and the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, either the Company or the Company Subsidiaries: (i) has good and valid fee simple title to all legal name of the Company Owned Real Property, free and clear respective owner(s) of all Liens other than Permitted Liens; (ii) is in sole and exclusive possession of the Company Owned Real Property and there are no leases, licenses, occupancy agreements or any other similar arrangement (the “Real Property Leases”) pursuant to which any third party is granted the right to use any Company Owned Real Property, other than Permitted Liens; (iii) has sufficient right of ingress and egress to the Company Owned Real Property in all material respects and enjoys peaceful and quiet possession thereof; and (iv) there are no outstanding options or rights of first offer or refusal to purchase the Company each Owned Real Property. (b) Section 4.15(b4.14(b) of the Company Disclosure Letter sets forth a true and complete listforth, as of the date hereofof this Agreement, of all a list of the real property leased by material leases, subleases, licenses or other occupancies to which the Company or any of the Company its Subsidiaries is a party as tenant for which the annual rental value exceeds $5,000,000 pursuant to a Real Property Lease real property (the “Company Leased Real PropertyProperty Leases” and, together with the Company Owned Real Property, the “Company Real Property”). Except . (c) The Company or one of its Subsidiaries owns good and marketable fee simple title or valid leasehold title (as applicable) to the Company Real Property and all property and assets reflected on the Company Balance Sheet or acquired after the Company Balance Sheet Date, in each case, free and clear of all Liens, except (i) for Permitted Liens, (ii) for the property and assets that have been disposed of or leased since the Company Balance Sheet Date in the ordinary course of business consistent with past practice and (iii) in respects thatthat would not reasonably be expected to have, individually or in the aggregate, have not had and a Company Material Adverse Effect. (d) Except as would not reasonably be expected to have have, individually or in the aggregate, a Company Material Adverse Effect, with respect to the Company Leased Real Property and each Real Property Lease: (i) each Real Property Lease under which the Company or any of its Subsidiaries leases, subleases, licenses or otherwise occupies any real property is valid, binding and in full force and effect. Except as would not reasonably be expected to have, and individually or in the aggregate, a Company Material Adverse Effect, neither the Company or a Company Subsidiary holds a valid and existing leasehold interest under each Real Property Lease; (ii) the possession and quiet use and enjoyment nor any of the Company Leased Real Property under such Real Property Lease its Subsidiaries has not been disturbed and there are no disputes with respect to violated any such Real Property Lease; (iii) none of the Company or any Company Subsidiary has given or received any written notice of default pursuant to any such Real Property Lease; (iv) none of the Company or any Company Subsidiary or, to the Knowledge of the Company, any other party to such Real Property Lease, is in breach or violation provision of, or in taken or failed to take any act which, with or without notice, lapse of time, or both, would constitute a default under, under the provisions of such Real Property Lease, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach, violation or default, or permit the termination, modification or acceleration of rent under such Real Property Lease on the part of the Company or any Company Subsidiary, nor, to the Knowledge of the Company, on the part of the other party thereto; (v) no security deposit or portion thereof deposited with respect to such Real Property Lease has been applied in respect of a breach or default under such Real Property Lease which has not been re-deposited in full; (vi) neither the Company nor any Company Subsidiary owesof its Subsidiaries has received notice that it has breached, violated or will owe in the future based on arrangements currently in existence, any brokerage commissions or finder’s fees with respect to defaulted under any Real Property Lease; (vii) none of the Company or any Company Subsidiary has collaterally assigned or granted any other security interest in such Real Property Lease or any interest therein, other than Permitted Liens; (viii) there are no Liens on the estate or interest created by such Real Property Lease, other than Permitted Liens; and (ix) none of the Company or any Company Subsidiary has subleased, licensed or otherwise granted any person the right to use or occupy any Company Leased Real Property or any portion thereof.

Properties. (ai) Section 4.15(a5.1(q)(i) of the Company Disclosure Letter sets forth a true true, correct and complete list, as of the date hereof, list by name and location of all of the material real property owned in fee simple by the Company or any of the Company its Subsidiaries (the “Company Owned Real Property”). Except in respects thatas has not had, individually or in the aggregate, have not had and would not reasonably be expected to have have, a Company Material Adverse Effect, either (x) each of the Company or the Company Subsidiaries: (i) and its Subsidiaries has good and valid marketable title in fee simple title to all of the Company Owned Real Property, free and clear of all Liens, except for Permitted Liens other than Permitted Liens; (ii) is in sole and exclusive possession of the Company Owned Real Property and there are no leases, licenses, occupancy agreements or any other similar arrangement (the “Real Property Leases”) pursuant to which any third party is granted the right to use any Company Owned Real Property, other than Permitted Liens; (iii) has sufficient right of ingress and egress to the Company Owned Real Property in all material respects and enjoys peaceful and quiet possession thereof; and (ivy) there are no outstanding options or rights of first offer or refusal to purchase the Company Owned Real Property. (b) Section 4.15(b) the Company Disclosure Letter sets forth a true and complete listexisting, as of the date hereof, of all of the real property leased by Company or any of the Company Subsidiaries for which the annual rental value exceeds $5,000,000 pursuant to a Real Property Lease (the “Company Leased Real Property” and, together with the Company Owned Real Property, the “Company Real Property”). Except in respects that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, with respect to the Company Leased Real Property and each Real Property Lease: (i) each Real Property Lease is in full force and effect, and the Company or a Company Subsidiary holds a valid and existing leasehold interest under each Real Property Lease; (ii) the possession and quiet use and enjoyment of the Company Leased Real Property under such Real Property Lease has not been disturbed and there are no disputes with respect to any such Real Property Lease; (iii) none of the Company or any Company Subsidiary has given or received any written notice of default pursuant to any such Real Property Lease; (iv) none of the Company or any Company Subsidiary pending or, to the Knowledge of the Company, threatened condemnation, eminent domain or similar proceedings affecting the Owned Real Property. (ii) Section 5.1(q)(ii) of the Company Disclosure Letter sets forth a true, correct and complete list of all real property leases, subleases and other occupancy arrangements providing for annual payments of $5,000,000 or more to which the Company or any other of its Subsidiaries is a party and each amendment thereto (the “Real Property Leases”). Each premise subject to a Real Property Lease is hereinafter referred to as a “Leased Real Property”. Except as set forth on Section 5.1(q)(ii) of the Company Disclosure Letter or as would not be material to the Company and its Subsidiaries, taken as a whole, neither the Company nor any of its Subsidiaries has transferred, mortgaged or assigned any interest in any such Real Property Lease, is in breach or violation of, or in default under, such Real Property Lease, and no event nor has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach, violation or default, or permit the termination, modification or acceleration of rent under such Real Property Lease on the part of the Company or any Company Subsidiary, nor, to the Knowledge of the Company, on the part of the other party thereto; (v) no security deposit or portion thereof deposited with respect to such Real Property Lease has been applied in respect of a breach or default under such Real Property Lease which has not been re-deposited in full; (vi) neither the Company nor any Company Subsidiary owesof its Subsidiaries subleased or otherwise granted rights of use or occupancy of any of the premises described therein to any other Person. (iii) Except as is not, or will owe in would not reasonably be expected be, material to the future based on arrangements currently in existenceCompany and its Subsidiaries, any brokerage commissions or finder’s fees with respect to any Real Property Lease; (vii) none of taken as a whole, the Company or any Company Subsidiary one of its Subsidiaries has collaterally assigned good and valid title to, or granted any other security in the case of leased tangible assets, a valid leasehold interest in such Real Property Lease or any interest thereinin, all of its material tangible assets, free and clear of all Liens, other than Permitted Liens; (viii) there are no Liens on the estate or interest created by such Real Property Lease, other than Permitted Liens; and (ix) none of the Company or any Company Subsidiary has subleased, licensed or otherwise granted any person the right to use or occupy any Company Leased Real Property or any portion thereof.

Properties. (a) Section 4.15(a) of the Company Disclosure Letter sets forth a true and complete list, Except as of the date hereof, of all of the real property owned in fee simple by the Company or any of the Company Subsidiaries (the “Company Owned Real Property”). Except in respects thatwould not reasonably be expected to have, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Parent Material Adverse Effect, either the Company or the Company Subsidiaries: (i) has Parent or its Subsidiaries have good and valid fee simple marketable title to all material real properties owned by Parent or any of the Company Owned Real Propertyits Subsidiaries, free and clear of all Liens (other than Permitted Liens; (ii) is in sole and exclusive possession of the Company Owned Real Property and there are no leases, licenses, occupancy agreements or any other similar arrangement (the “Real Property Leases”) pursuant to which any third party is granted the right to use any Company Parent Owned Real Property, other than Permitted Liens; (iii”) has sufficient right of ingress and egress to the Company Owned Real Property in all material respects and enjoys peaceful and quiet possession thereof; and (ivii) there are no outstanding options existing, pending, or rights to the Knowledge of first offer Parent, threatened condemnation, eminent domain or refusal to purchase similar proceedings affecting any of the Company Parent Owned Real Property. (b) Section 4.15(b) the Company Disclosure Letter sets forth a true and complete list, Except as of the date hereof, of all of the real property leased by Company or any of the Company Subsidiaries for which the annual rental value exceeds $5,000,000 pursuant would not reasonably be expected to a Real Property Lease (the “Company Leased Real Property” and, together with the Company Owned Real Property, the “Company Real Property”). Except in respects thathave, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Parent Material Adverse Effect, with respect to the Company Leased Real Property and each Real Property Lease: (i) Parent or one of its Subsidiaries has valid leasehold title to each real property subject to a material lease, sublease or other occupancy to which Parent or any of its Subsidiaries is a party as tenant for real property (the “Parent Real Property Leases”), sufficient to allow each of Parent and its Subsidiaries to conduct their business as currently conducted, (ii) each Parent Real Property Lease under which Parent or any of its Subsidiaries leases, subleases or otherwise occupies any real property is valid, binding and in full force and effect, subject to the Enforceability Exceptions and the Company or a Company Subsidiary holds a valid and existing leasehold interest under each Real Property Lease; (ii) the possession and quiet use and enjoyment of the Company Leased Real Property under such Real Property Lease has not been disturbed and there are no disputes with respect to any such Real Property Lease; (iii) none neither Parent nor any of the Company or any Company Subsidiary has given or received any written notice of default pursuant to any such Real Property Lease; (iv) none of the Company or any Company Subsidiary its Subsidiaries or, to the Knowledge of the Company, any other party to such Parent Real Property Lease, is in breach or violation Lease has violated any provision of, or in default under, such Real Property Lease, and no event has occurred taken or circumstance exists failed to take any act which, with the delivery of or without notice, the passage lapse of time time, or both, would constitute a default under the provisions of such a breach, violation or default, or permit the termination, modification or acceleration of rent under such Parent Real Property Lease on Lease. (c) Except as would not reasonably be expected to have, individually or in the part aggregate, a Parent Material Adverse Effect, each of the Company or any Company SubsidiaryParent and its Subsidiaries, nor, to the Knowledge of the Company, on the part of the other party thereto; (v) no security deposit or portion thereof deposited with respect to such Real Property Lease has been applied in respect of a breach all of its properties, assets and other rights that do not constitute real property or default under Intellectual Property (i) has valid title to all such Real Property Lease which has not been re-deposited properties, assets and other rights reflected in full; its books and records as owned by it free and clear of all Liens (vi) neither the Company nor any Company Subsidiary owes, or will owe in the future based on arrangements currently in existence, any brokerage commissions or finder’s fees with respect to any Real Property Lease; (vii) none of the Company or any Company Subsidiary has collaterally assigned or granted any other security interest in such Real Property Lease or any interest therein, other than Permitted Liens; ) and (viiiii) there are no Liens on the estate owns, has valid leasehold interests in or interest created by valid contractual rights to use all of such Real Property Leaseproperties, assets and other than rights (in each case except for Permitted Liens; and (ix) none of the Company or any Company Subsidiary has subleased, licensed or otherwise granted any person the right to use or occupy any Company Leased Real Property or any portion thereof).

Properties. (a) (i) The Company and each of its Subsidiaries has good and marketable title to, or in the case of leased property and leased tangible assets, valid leasehold interests in, all of its material real properties and material tangible assets and (ii) all such assets and real properties, other than assets and real properties in which the Company or any of its Subsidiaries has leasehold interests, are free and clear of all Liens, except for Permitted Liens. (b) Section 4.15(a5.21(b) of the Company Disclosure Letter Schedule sets forth a true complete and complete list, as of the date hereof, correct list of all of the real property and interests in real property, if any, currently owned in fee simple by the Company or any of the Company its Subsidiaries (the each, an “Company Owned Real Property”). Except Section 5.21(b) of the Company Disclosure Schedule sets forth (i) a true and complete list of all real property with respect to the locations disclosed in respects thatPart I, individually Item 2 of Company’s annual report on Form 10-K for its fiscal year ended June 30, 2013 (each, a “Leased Real Property”), (ii) the address for each Leased Real Property, and (iii) current rent amounts payable by the Company or its Subsidiaries related to such Leased Real Property as of the date of this Agreement. All of the leases, subleases and other agreements (each, a “Lease Agreement”) of the Leased Real Property are valid, binding and in full force and effect without penalty, acceleration, termination, repurchase right or other adverse consequence on account of the aggregateexecution, have not had and would not reasonably be expected to have a Company Material Adverse Effect, either delivery or performance of this Agreement by the Company or the consummation by the Company Subsidiaries: (i) has good and valid fee simple title to all of the Company Owned Real Property, free and clear of all Liens other than Permitted Liens; (ii) transactions contemplated hereby. No Lease Agreement is in sole and exclusive possession of the Company Owned Real Property and there are no leases, licenses, occupancy agreements or subject to any other similar arrangement (the “Real Property Leases”) pursuant to which any third party is granted the right to use any Company Owned Real PropertyLien, other than Permitted Liens; (iii) has sufficient , including any mortgage, pledge, lien, encumbrance, sublease, assignment, license or other agreement granting to any Third Party any interest in such Lease Agreement or any right of ingress and egress to the use or occupancy of any Leased Real Property. The Company Owned Real Property in and each of its Subsidiaries has performed all material respects obligations required to be performed by it to date under each Lease Agreement, and enjoys peaceful and quiet possession thereof; and (iv) there are no outstanding options defaults or rights of first offer or refusal to purchase the Company Owned Real Property. (b) Section 4.15(b) the Company Disclosure Letter sets forth a true and complete list, as of the date hereof, of all of the real property leased by Company or any of the Company Subsidiaries for which the annual rental value exceeds $5,000,000 pursuant to a Real Property Lease (the “Company Leased Real Property” and, together with the Company Owned Real Property, the “Company Real Property”). Except in respects that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, with respect to the Company Leased Real Property and each Real Property Lease: (i) each Real Property Lease is in full force and effect, and the Company or a Company Subsidiary holds a valid and existing leasehold interest under each Real Property Lease; (ii) the possession and quiet use and enjoyment of the Company Leased Real Property under such Real Property Lease has not been disturbed and there are no disputes with respect to any such Real Property Lease; (iii) none of the Company or any Company Subsidiary has given or received any written notice of default pursuant to any such Real Property Lease; (iv) none of the Company or any Company Subsidiary or, to the Knowledge of the Company, any other party to such Real Property Lease, is in breach or violation of, or in default under, such Real Property Lease, and no event has occurred or circumstance exists circumstances which, with upon the delivery giving of notice, the notice or passage of time or both, would constitute such a breach, violation default or default, or permit the termination, modification or acceleration of rent breach by any party under such Real Property any Lease on the part of the Company or any Company Subsidiary, nor, to the Knowledge of the Company, on the part of the other party thereto; Agreement. (vc) no security deposit or portion thereof deposited with With respect to such each Leased Real Property Lease has been applied in respect of a breach or default under such Real Property Lease which has not been re-deposited in full; (vi) Property, neither the Company nor any Company Subsidiary owes, or will owe in the future based on arrangements currently in existence, any brokerage commissions or finder’s fees with respect to any Real Property Lease; (vii) none of the Company or any Company Subsidiary has collaterally assigned or granted any other security interest in such Real Property Lease or any interest therein, other than Permitted Liens; (viii) there are no Liens on the estate or interest created by such Real Property Lease, other than Permitted Liens; and (ix) none of the Company or any Company Subsidiary its Subsidiaries has subleased, licensed or otherwise granted any person the anyone a right to use or occupy any Company such Leased Real Property or any portion thereof. The Company and each of its Subsidiaries enjoy peaceful and undisturbed possession of the Owned Real Property and the Leased Real Property.

Properties. (a) Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, or as set forth on Section 4.15(a) of the Company Disclosure Letter sets forth a true and complete listSchedule, as of the date hereof, of all of the real property owned in fee simple by the Company or any of the Company and its Subsidiaries have good and valid (the “Company and, with respect to Owned Real Property”). Except in respects that, individually marketable and record) title to, or to the extent not owned, valid leasehold interests in, all property and assets reflected on the Company Balance Sheet or acquired after the Company Balance Sheet Date, except as have been disposed of since the Company Balance Sheet Date in the aggregateordinary course of business, have not had and would not reasonably be expected to have a Company Material Adverse Effect, either the Company or the Company Subsidiaries: (i) has good and valid fee simple title to all of the Company Owned Real Propertyin each case, free and clear of all Liens other than Permitted Liens; (ii) is in sole and exclusive possession of the Company Owned Real Property and there are no leases, licenses, occupancy agreements or any other similar arrangement (the “Real Property Leases”) pursuant to which any third party is granted the right to use any Company Owned Real Property, other than Permitted Liens; (iii) has sufficient right of ingress and egress to the Company Owned Real Property in all material respects and enjoys peaceful and quiet possession thereof; and (iv) there are no outstanding options or rights of first offer or refusal to purchase the Company Owned Real Property. (b) As of the date hereof, Section 4.15(b) of the Company Disclosure Letter Schedule sets forth a true and complete list, as list of (i) all real property owned by the date hereof, Company or any of its Subsidiaries (the “Owned Real Property”) and (ii) all of the real property leased by or for the benefit of the Company or any of the Company its Subsidiaries for which the Company or its Subsidiaries make minimum annual rental value exceeds base rent payments of $5,000,000 pursuant to a Real Property Lease 250,000 (the “Company Leased Real Property” and, and together with the Company Owned Real Property, the “Company Real Property”). Except in respects thatThe Company has delivered or made available to Parent copies of all leases, individually subleases or in the aggregatelicenses, have not had and would not reasonably be expected to have a Company Material Adverse Effectall material amendments and modifications thereof, with respect to the Company Leased Real Property and each (each, a “Real Property Lease: ”). (c) Except as set forth on Section 4.15(c) of the Company Disclosure Schedule, (i) each Real Property Lease is valid and in full force and effect, and the Company or a Company Subsidiary holds a valid and existing leasehold interest under each Real Property Lease; (ii) except as would not reasonably be expected to have, individually or in the possession and quiet use and enjoyment of aggregate, a Company Material Adverse Effect, neither the Company Leased Real Property under such Real Property Lease has not been disturbed and there are no disputes with respect to nor any such Real Property Lease; (iii) none of the Company or any Company Subsidiary has given or received any written notice of default pursuant to any such Real Property Lease; (iv) none of the Company or any Company Subsidiary orits Subsidiaries, nor, to the Knowledge of the Company’s Knowledge, any other party to such a Real Property Lease, is in breach or violation has violated any provision of, or in taken or failed to take any act which, with or without notice, lapse of time, or both, would constitute a material default under, under the provisions of such Real Property Lease, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach, violation or default, or permit the termination, modification or acceleration of rent under such Real Property Lease on the part of the Company or any Company Subsidiary, nor, to the Knowledge of the Company, on the part of the other party thereto; (v) no security deposit or portion thereof deposited with respect to such Real Property Lease has been applied in respect of a breach or default under such Real Property Lease which has not been re-deposited in full; (viiii) neither the Company nor any Company Subsidiary owesof its Subsidiaries has received written notice that it has materially breached, violated or will owe in the future based on arrangements currently in existence, any brokerage commissions or finder’s fees with respect to defaulted under any Real Property Lease; (vii) none of the . The Company or any Company Subsidiary has not collaterally assigned or granted any mortgage or other security interest in such any Real Property Lease or any interest therein, therein (other than Permitted Liens; (viii) ). Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, there are no Liens on the estate or interest created by such any Real Property Lease, Lease other than Permitted Liens; . (d) Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company has not received any written notice that all or any portion of Real Property is subject to any governmental order to be sold or is being condemned, expropriated or otherwise taken by any Governmental Authority (or other party with the power of eminent domain) with or without payment of compensation therefor. (e) Except for any Permitted Liens and as set forth in Section 4.15(e) of the Company Disclosure Schedule and except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (ixi) none of there are no contractual or legal restrictions that prevent the Company or any Company Subsidiary has subleased, licensed or otherwise granted of its Subsidiaries from using any person the right to use or occupy any Company Leased Real Property for its current use and (ii) all structures and other buildings on the Real Property are in good operating condition without structural defects, are suitable and sufficient for the current use thereof, and none of such structures or any portion thereofbuildings is in need of maintenance or repairs except for ordinary, routine maintenance and repairs, and except for ordinary wear and tear. (f) The Real Property constitutes all material interests in real property currently used, occupied or held for use and necessary in connection with the business of the Company and its Subsidiaries as currently conducted.

Properties. (a) Section 4.15(a3.14(a) of the Company Disclosure Letter sets forth a true complete list of all Owned Real Property. Except as would not have, or reasonably be expected to have, a Material Adverse Effect, the Company or any of its subsidiaries has good and complete listmarketable fee simple title to all Owned Real Property and valid leasehold estates in all Leased Real Property free and clear of all Liens (except Permitted Liens). The Company or any of its subsidiaries has possession of each Owned Real Property and Leased Real Property, other than any use and occupancy rights granted to tenants or licensees pursuant to leases and occupancy agreements. Except as set forth in Section 3.14(a) of the date hereofCompany Disclosure Letter, neither the Company nor any of its subsidiaries has leased or otherwise granted to any Person the right to use or occupy all or any material portion of the Owned Real Property, and neither the Company nor any of its subsidiaries has granted any outstanding options, rights of first refusal, rights of first offer or other third party rights to purchase such Owned Real Property or any portion thereof. (b) Section 3.14(b) of the Company Disclosure Letter lists the street address of each parcel of Leased Real Property, and all Leases, and except as would not have, or reasonably be expected to have, a Material Adverse Effect, (i) each Lease is in full force and effect and is the valid, binding and enforceable obligation of the Company and/or each of its subsidiaries party thereto and, to the knowledge of the Company, of all the other party thereto, subject to the Bankruptcy and Equity Exception, (ii) to the knowledge of the real property owned in fee simple Company, there is no material default under any Lease either by the Company or any of the Company Subsidiaries (the “Company Owned Real Property”). Except in respects that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, either the Company or the Company Subsidiaries: (i) has good and valid fee simple title to all of the Company Owned Real Property, free and clear of all Liens other than Permitted Liens; (ii) is in sole and exclusive possession of the Company Owned Real Property and there are no leases, licenses, occupancy agreements or any other similar arrangement (the “Real Property Leases”) pursuant to which any third party is granted the right to use any Company Owned Real Property, other than Permitted Liens; (iii) has sufficient right of ingress and egress to the Company Owned Real Property in all material respects and enjoys peaceful and quiet possession thereof; and (iv) there are no outstanding options or rights of first offer or refusal to purchase the Company Owned Real Property. (b) Section 4.15(b) the Company Disclosure Letter sets forth a true and complete list, as of the date hereof, of all of the real property leased by Company or any of the Company Subsidiaries for which the annual rental value exceeds $5,000,000 pursuant to a Real Property Lease (the “Company Leased Real Property” and, together with the Company Owned Real Property, the “Company Real Property”). Except in respects that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, with respect to the Company Leased Real Property and each Real Property Lease: (i) each Real Property Lease is in full force and effect, and the Company or a Company Subsidiary holds a valid and existing leasehold interest under each Real Property Lease; (ii) the possession and quiet use and enjoyment of the Company Leased Real Property under such Real Property Lease has not been disturbed and there are no disputes with respect to any such Real Property Lease; (iii) none of the Company or any Company Subsidiary has given or received any written notice of default pursuant to any such Real Property Lease; (iv) none of the Company or any Company Subsidiary its subsidiaries or, to the Knowledge knowledge of the Company, by any other party to such Real Property Leasethereto, is in breach or violation of, or in default under, such Real Property Lease, and no event has occurred or circumstance exists whichthat, with the delivery of notice, the passage lapse of time or the giving of notice or both, would constitute such a breach, violation or default, or permit the termination, modification or acceleration of rent under such Real Property Lease on the part of default by the Company or any Company Subsidiaryof its subsidiaries under any Lease, nor, to the Knowledge and (iii) except as set forth in Section 3.14(b)(iii) of the CompanyCompany Disclosure Letter, on the part of the other party thereto; (v) no security deposit or portion thereof deposited with respect to such Real Property Lease has been applied in respect of a breach or default under such Real Property Lease which has not been re-deposited in full; (vi) neither the Company nor any Company Subsidiary owes, or will owe in the future based on arrangements currently in existence, any brokerage commissions or finder’s fees with respect to any Real Property Lease; (vii) none of the Company or any Company Subsidiary has collaterally assigned or granted any other security interest in such Real Property Lease or any interest therein, other than Permitted Liens; (viii) there are no Liens on the estate or interest created by such Real Property Lease, other than Permitted Liens; and (ix) none of the Company or any Company Subsidiary its subsidiaries has subleased, licensed or otherwise granted any person Person the right to use or occupy any Company Leased Real Property or any portion thereof. The Company has made available to BidCo a true, correct and complete copy of each Lease. (c) The Real Property constitutes all of the real property used or occupied by the Company and its subsidiaries. (d) There is no pending or, to the knowledge of the Company, threatened appropriation, condemnation, eminent domain or like Proceeding, or sale or other disposition in lieu of condemnation, affecting the Real Property. (e) Except as would not have, or reasonably be expected to have, a Material Adverse Effect, the Company or any of its subsidiaries has good and marketable title to, or valid leasehold interests in or licenses for, all personal property used in the businesses of the Company and its subsidiaries, free and clear of all Liens (other than Permitted Liens), and such property is in good working order and condition, ordinary wear and tear excepted. The assets owned, leased or licensed by the Company and its subsidiaries are sufficient in all material respects for the conduct of their business as currently conducted.

Properties. (a) Section 4.15(a) of With respect to the Company Disclosure Letter sets forth a true and complete list, as of the date hereof, of all of the real property owned in fee simple by the Company or any of the Company Subsidiaries (the “Company Owned Real Property”). Except in respects that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, either the Company or the Company Subsidiaries: (ia) Seller has good and valid marketable fee simple title to all of the Company Owned Real Propertytitle, free and clear of all Liens other than Liens, except Permitted Liens; , (iib) is in sole and exclusive possession of the Company Seller has not leased Owned Real Property or any portion of Owned Real Property, (c) none of the Owned Real Property has been licensed nor has any third party been granted any right to use or occupy all or any portion of any Owned Real Property, such that such license or occupancy would reasonably be expected to materially adversely affect the use or value of the Owned Real Property affected thereby and (d) except for those certain parcels of Owned Real Property pending sale as of the date of this Agreement pursuant to a Home Sale Contract, there are no leasesoutstanding options, licenses, occupancy agreements rights of first offer or rights of first refusal to purchase Owned Real Property or any other similar arrangement (the “portion of, or interest in, Owned Real Property Leases”that would reasonably be expected to impair the continued use or value of any Owned Real Property affected thereby. (b) pursuant All of the Housing Units, improvements and buildings constructed or under construction by Seller or its contractors on the Owned Real Property were constructed or are being constructed, in all material respects, in a good and workmanlike manner, substantially comply with applicable Laws, and are in working condition and repair, normal wear and tear, normal maintenance and normal warranty and customer services matters excepted not to which exceed the maintenance or warranty reserve therefor set forth in the Latest Balance Sheet. (c) Seller has not received any third party written notice from any Governmental Authority that any Permits with respect to the Housing Units, buildings, structures or improvements on any of the Owned Real Property may be revoked, adversely modified or not renewed. (d) Except for the Home Sale Contracts, no person or entity is granted entitled to possession of any of the right to use any Company Owned Real Property, other than Seller, except as permitted by Permitted Liens; . (iiie) Seller has sufficient right received no written notice of ingress and egress to any pending or proposed special area or other assessments, except for any such assessments currently payable which will be prorated at Closing in accordance with Article VII. (f) Seller has received no written notice of any pending or threatened condemnation or eminent domain proceeding or transfer in lieu thereof affecting any of the Company Owned Real Property in all material respects and enjoys peaceful and quiet possession thereof; and (iv) there are no outstanding options Property, nor has Seller agreed or rights committed to dedicate any of first offer or refusal to purchase the Company Owned Real Property. (bg) Section 4.15(b) the Company Disclosure Letter sets forth a true The Owned Real Property has access to and complete listfrom an adjacent public or private road or street with adequate ingress and egress available to such Owned Real Property for all purposes used or operated by Seller, as and Seller has received no notice of, and to Seller’s Knowledge, there is no pending or threatened action or dispute which would materially impair or interfere with such access. To Seller’s Knowledge, no part of the date hereof, of all of the real property leased by Company or any of the Company Subsidiaries for which the annual rental value exceeds $5,000,000 pursuant to a Owned Real Property Lease (is subject to any building or use restrictions that would restrict or prevent the “Company Leased Real Property” and, together with the Company Owned Real Property, the “Company Real Property”). Except in respects that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, with respect to the Company Leased Real Property and each Real Property Lease: (i) each Real Property Lease is in full force and effect, and the Company or a Company Subsidiary holds a valid and existing leasehold interest under each Real Property Lease; (ii) the possession and quiet present use and enjoyment of the Company Leased Owned Real Property. (h) None of the Owned Real Property under such or its current or intended uses are in material violation of applicable Law or any private restriction or covenant or entitlements of record applicable to the Owned Real Property Lease has not been disturbed and Property, including the Permitted Liens. To Seller’s Knowledge, there are no disputes with respect to unrecorded easements or encroachments materially affecting any such Real Property Lease; (iii) none portion of the Company or any Company Subsidiary has given or received any written notice of default pursuant to any such Owned Real Property Lease; (iv) none of the Company or any Company Subsidiary or, to the Knowledge of the Company, any other party to such Real Property Lease, is in breach or violation of, or in default under, such Real Property Lease, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach, violation or default, or permit the termination, modification or acceleration of rent under such Real Property Lease on the part of the Company or any Company Subsidiary, nor, to the Knowledge of the Company, on the part of the other party thereto; (v) no security deposit or portion thereof deposited with respect to such Real Property Lease has been applied in respect of a breach or default under such Real Property Lease which has not been re-deposited in full; (vi) neither the Company nor any Company Subsidiary owes, or will owe in the future based on arrangements currently in existence, any brokerage commissions or finder’s fees with respect to any Real Property Lease; (vii) none of the Company or any Company Subsidiary has collaterally assigned or granted any other security interest in such Real Property Lease or any interest therein, other than Permitted Liens; (viii) there are no Liens on the estate or interest created by such Real Property Lease, other than Permitted Liens; and (ix) none of the Company or any Company Subsidiary has subleased, licensed or otherwise granted any person the right to use or occupy any Company Leased Real Property or any portion thereofProperty.

Properties. (a) Section 4.15(a3.15(a)(i) of the Company Disclosure Letter sets forth a true Schedule identifies by street address or location each parcel of Material Owned Real Property and complete list, as of the date hereof, of all of the real property owned in fee simple by the Company or any Section 3.15(a)(ii) of the Company Subsidiaries (Disclosure Schedule identifies by street address or location of each Material Leased Real Property and lists, with respect to each such Lease, the “Company Owned Real Property”)date of such Lease and any material amendments thereto. Except in respects that, individually or in the aggregate, have as has not had and would not reasonably be expected to have a Company Material Adverse Effect, either the Company or the Company Subsidiaries: (i) has good and valid fee simple title to all of the Company Owned Real Property, free and clear of all Liens other than Permitted Liens; (ii) is in sole and exclusive possession of the Company Owned Real Property and there are no leases, licenses, occupancy agreements or any other similar arrangement (the “Real Property Leases”) pursuant to which any third party is granted the right to use any Company Owned Real Property, other than Permitted Liens; (iii) has sufficient right of ingress and egress to the Company Owned Real Property in all material respects and enjoys peaceful and quiet possession thereof; and (iv) there are no outstanding options or rights of first offer or refusal to purchase the Company Owned Real Property. (b) Section 4.15(b) the Company Disclosure Letter sets forth a true and complete list, as of the date hereof, of all of the real property leased by Company or any of the Company Subsidiaries for which the annual rental value exceeds $5,000,000 pursuant to a Real Property Lease (the “Company Leased Real Property” and, together with the Company Owned Real Property, the “Company Real Property”). Except in respects thathave, individually or in the aggregate, a Material Real Property Adverse Effect, the Company or one of its Subsidiaries has (A) good, valid and marketable fee simple title to all Owned Real Property and (B) valid leasehold estates in all Leased Real Property, in all cases free and clear of all Liens except for Permitted Liens. Neither the Company nor any of its Subsidiaries, and to the Knowledge of the Company, no other party, is in breach of or default under the terms of any Lease, Operating Agreement or, except as would not reasonably be expected to have a Material Real Property Adverse Effect, other Lien encumbering the Real Property (or has taken or failed to take any action which, with notice, lapse of time, or both, would constitute a default) or has received any notice of default, termination or non-renewal under any Lease, Operating Agreement or, except as would not reasonably be expected to have a Material Real Property Adverse Effect, other such Lien encumbering the Real Property except as set forth in Section 3.15(a)(iii) of the Company Disclosure Schedule. Each Lease is a valid and binding obligation of the Company or one of its Subsidiaries, enforceable in accordance with its terms. (b) Section 3.15(b) of the Company Disclosure Schedule identifies each Lease accounted for by the Company or the applicable subsidiary as a capital lease. (c) Section 3.15(c) of the Company Disclosure Schedule identifies by street address or location each parcel of Real Property leased, subleased or otherwise licensed by the Company or any of its Subsidiaries (whether as landlord, sublandlord or licensor) to, or otherwise occupied by, any Franchisee or any other Person (collectively, the “Subleased Real Property”) pursuant to a Third Party Lease and also lists, with respect to each such Third Party Lease, the date of such Third Party Lease and any material amendments thereto. Neither the Company nor any of its Subsidiaries, and to the Knowledge of the Company, no other party, is in breach of or default under the terms of any Third Party Lease (or has taken or failed to take any action which, with notice, lapse of time, or both, would constitute a default) or has received any notice of default, termination or non-renewal under any Third Party Lease. Each Third Party Lease is a valid and binding obligation of the Company or one of its Subsidiaries, enforceable in accordance with its terms. Except for the Company, its Subsidiaries and the counterparties to the Third Party Leases and the rights of parties under Permitted Liens and Permitted Encumbrances or as set forth in Section 3.15(c) of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries has entered into any lease, sublease, license or other Contract granting any Person the right to use or occupy all or any portion of the Real Property. (d) A true and correct copy of each Material Lease and any related (i) notices or memoranda of lease, (ii) subordination, non-disturbance and attornment agreements, (iii) estoppel certificates and (iv) material correspondence related thereto and as of the date of this Agreement has been made available to Parent. (e) Except as would not reasonably be expected to have, individually or in the aggregate, a Material Real Property Adverse Effect, the consummation of the Transactions contemplated by this Agreement will not cause the expiration, termination or breach of any Permit, Operating Agreement, Lease or Third Party Lease or the acceleration of any payment obligation or the alteration of any material terms of, or result in the creation or imposition of any Lien (other than Permitted Liens) under, any Permit, Operating Agreement, Lease or Third Party Lease or require the prior consent or approval of or notice to any other party to any Permit, Operating Agreement, Lease or Third Party Lease. (f) Except as has not had and would not reasonably be expected to have have, individually or in the aggregate, a Company Material Real Property Adverse Effect, with respect to the Company Leased Real Property and each Real Property Lease: its Subsidiaries have good and marketable title to, or valid and enforceable rights to use under existing franchises, easements or licenses, or valid and enforceable leasehold interests in, all of its tangible personal properties and assets necessary to carry on their businesses as is now being conducted, free and clear of all Liens except for Permitted Liens. (ig) each Real Property Lease is in full force The restaurants, warehouses, stores, plants, production facilities, processing facilities, fixtures, trade fixtures and effect, and improvements owned or leased by the Company and any Subsidiary or a Company Subsidiary holds a valid and existing leasehold interest under each Real Property Lease; (ii) the possession and quiet use and enjoyment of the Company Leased Real Property under such Real Property Lease has not been disturbed and there are no disputes with respect to any such Real Property Lease; (iii) none of otherwise used by the Company or any Subsidiary in connection with the operation of their businesses are (as to physical plant and structure) structurally sound, in good operating condition and repair, ordinary wear and tear excepted, and are adequate for the uses to which they are being put, in each case with such exceptions as would not reasonably be expected to have, individually or in the aggregate, a Material Real Property Adverse Effect. (h) Neither the Company nor a Subsidiary has given or received any written notice of default pursuant any pending condemnation, expropriation, eminent domain or similar Action affecting all or any portion of the Real Property, and, to any the Company’s Knowledge, no such Action is threatened. (i) Except as would not reasonably be expected to have, individually or in the aggregate, a Material Real Property Lease; (iv) none Adverse Effect, all Permits necessary in connection with the construction upon, and present use and operation of, the Real Property and the lawful occupancy thereof in the business of the Company or any Company Subsidiary or, to and its Subsidiaries have been issued by the Knowledge appropriate Governmental Authorities. The current use of the Company, any other party to such Real Property Leaseis, is in breach or violation ofall material respects, in accordance with the certificates of occupancy relating thereto and the terms of any such Permits. Except as would not reasonably be expected to have, individually or in default underthe aggregate, such a Material Real Property LeaseAdverse Effect, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach, violation or default, or permit the termination, modification or acceleration of rent under such Real Property Lease on the part of the Company or any Company Subsidiary, nor, to the Knowledge of the Company, on the part of the other party thereto; (v) no security deposit or portion thereof deposited with respect to such Real Property Lease has been applied in respect of a breach or default under such Real Property Lease which has not been re-deposited in full; (vi) neither the Company nor any Company Subsidiary owesis in violation of any Law relating to Real Property, including setback requirements and zoning restrictions and ordinances. (j) Except as would not reasonably be expected to have, individually or in the aggregate, a Material Real Property Adverse Effect, each parcel of Material Real Property is supplied with utilities and other services necessary for the operation of such Material Real Property as the same is currently operated, all of which utilities and other services are provided via public roads or via permanent, irrevocable appurtenant easements benefiting such Material Real Property. Each parcel of Material Real Property abuts on, and has direct vehicular access to, a public road, or will owe has access to a public road via a permanent, irrevocable appurtenant easement benefiting the parcel of Material Real Property, in each case, to the future based on arrangements currently in existence, any brokerage commissions or finder’s fees with respect to any Real Property Lease; (vii) none extent necessary for the conduct of the business of the Company or any Company Subsidiary has collaterally assigned or granted any other security interest in such Real Property Lease or any interest therein, other than Permitted Liens; (viii) there are no Liens on the estate or interest created by such Real Property Lease, other than Permitted Liens; and (ix) none of the Company or any Company Subsidiary has subleased, licensed or otherwise granted any person the right to use or occupy any Company Leased Real Property or any portion thereofits Subsidiaries as it is currently being conducted.

Properties. (a) No real property is owned in fee by the Company or any of its Subsidiaries. (b) Section 4.15(a4.21(b) of the Company Disclosure Letter Schedule sets forth a true and complete list, as of the date hereof, list by address of all of the real property owned in fee simple leased, subleased, licensed or otherwise occupied by the Company or any of the Company its Subsidiaries (collectively, the “Company Owned Leased Real Property”). The Company has made available to Parent true and complete copies of each lease, sublease, license or occupancy agreement in effect as of the date hereof granting rights in the Company Leased Real Property (each a “Company Real Property Lease”). Except for the Company Real Property Leases, there are no other leases, subleases, licenses, use, occupancy or similar agreements granting to any party (other than the Company or any of its Subsidiaries) any occupancy or use rights for any Company Leased Real Property as of the date hereof. Neither the Company nor any Subsidiary (as applicable) owns or holds, or is obligated under or is a party to, any option, right of first refusal or other contractual (or other) right or obligation to purchase, acquire, sell, assign, convey or dispose of any real estate or any portion of or interest in respects thatreal property, except as would not reasonably be expected to have, individually or in the aggregate, have not had and a Company Material Adverse Effect. (c) Except as would not reasonably be expected to have a Company Material Adverse Effect, either the Company or the Company Subsidiaries: (i) has good and valid fee simple title to all of the Company Owned Real Property, free and clear of all Liens other than Permitted Liens; (ii) is in sole and exclusive possession of the Company Owned Real Property and there are no leases, licenses, occupancy agreements or any other similar arrangement (the “Real Property Leases”) pursuant to which any third party is granted the right to use any Company Owned Real Property, other than Permitted Liens; (iii) has sufficient right of ingress and egress to the Company Owned Real Property in all material respects and enjoys peaceful and quiet possession thereof; and (iv) there are no outstanding options or rights of first offer or refusal to purchase the Company Owned Real Property. (b) Section 4.15(b) the Company Disclosure Letter sets forth a true and complete list, as of the date hereof, of all of the real property leased by Company or any of the Company Subsidiaries for which the annual rental value exceeds $5,000,000 pursuant to a Real Property Lease (the “Company Leased Real Property” and, together with the Company Owned Real Property, the “Company Real Property”). Except in respects thathave, individually or in the aggregate, a Company Material Adverse Effect, the Company and its Subsidiaries have not had a valid leasehold interest in the Company Leased Property free and clear of all Liens, other than Permitted Liens, and as may be necessary to permit the Company and its Subsidiaries to conduct their business in the ordinary course as currently conducted. (d) Except as would not reasonably be expected to have have, individually or in the aggregate, a Company Material Adverse Effect, with respect to the each Company Leased Real Property and each Real Property Lease: (i) each Real Property Lease is in full force (A) a valid and effect, and binding on the Company or a Company the applicable Subsidiary holds a valid and existing leasehold interest under each Real Property Lease; (ii) the possession and quiet use and enjoyment of the Company Leased Real Property under such Real Property Lease has not been disturbed and there are no disputes with respect to any such Real Property Lease; (iii) none of Company, as the Company or any Company Subsidiary has given or received any written notice of default pursuant to any such Real Property Lease; (iv) none of the Company or any Company Subsidiary orcase may be, and, to the Knowledge of the Company, any each other party to such Real Property Lease, is in breach or violation of, or in default under, such Real Property Leasethereto, and no event has occurred or circumstance exists which(B) in full force and effect, with except as may be limited by bankruptcy, insolvency, moratorium and other similar Applicable Law affecting creditors’ rights generally and by general principles of equity. Neither the delivery of notice, the passage of time or both, would constitute such a breach, violation or default, or permit the termination, modification or acceleration of rent under such Real Property Lease on the part Company nor any Subsidiary of the Company or any Company SubsidiaryCompany, norand, to the Knowledge of the Company, on the part none of the other party thereto; (v) no security deposit parties to any Company Real Property Lease, is in material default or portion thereof deposited with respect to such breach under any Company Real Property Lease has been applied in respect and no event or condition exists, which (with or without notice, lapse of time or both) would reasonably be expected to constitute a material default or breach or default under such under, the provisions of any Company Real Property Lease which has Lease, except as would not been re-deposited reasonably be expected to have, individually or in full; (vi) the aggregate, a Company Material Adverse Effect. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor any Subsidiary of the Company Subsidiary owes, or will owe would be required to expend any material funds in causing the applicable party to comply with the surrender conditions set forth in the future based on arrangements currently in existence, any brokerage commissions or finder’s fees with respect to any applicable Company Real Property Lease; . (viie) none of Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company and its Subsidiaries have title to, or any Company Subsidiary has collaterally assigned or granted any other security a valid leasehold interest in such Real Property Lease or any interest thereinin, all material tangible personal property free and clear of all Liens, other than Permitted Liens; (viii) there are no Liens , and as may be necessary to permit the Company and its Subsidiaries to conduct their business in the ordinary course as currently conducted, including all such assets reflected on the estate Company Balance Sheet (except for assets sold or interest created by such Real Property Lease, other than Permitted Liens; and (ix) none otherwise disposed of since the Company or any Company Subsidiary has subleased, licensed or otherwise granted any person the right to use or occupy any Company Leased Real Property or any portion thereofBalance Sheet Date).

Properties. (a) Section 4.15(a3.10(a) of the Company Transferor Disclosure Letter Schedule sets forth a true complete and complete accurate list, as with general descriptions, property addresses and the name of the date hereofrecord owner thereof, of all of the real property owned in fee simple by the Company or any of the Company Subsidiaries (together with all plants, buildings, structures, installations, fixtures, fittings, improvements, betterments and additions situated thereon, and all privileges and appurtenances thereto, collectively, the “Company Owned Real Property”). Except in respects that, individually or in the aggregate, have not had and would not reasonably be expected to have a The Company Material Adverse Effect, either the Company or the Company Subsidiaries: (i) has holds good and valid indefeasible fee simple title to all of the Company Owned Real Property, free and clear of all Liens Encumbrances other than Permitted Liens; (iiEncumbrances. Except as set forth on Section 3.10(a) is in sole and exclusive possession of the Transferor Disclosure Schedule, the Company has not mortgaged, assigned or transferred any interest in the Owned Real Property. The Company has made available to the NGL Group Entities copies of each deed, title insurance policy, mortgage and/or other real property financing document in its possession or control with respect to the Owned Real Property. Other than the Permitted Encumbrances, the Owned Real Property is not subject to leases or tenancies of any kind and there are no parties, other than the Company, occupying or with a right to occupy the Owned Real Property. All facilities located on or comprising the Owned Real Property and there are no leasesrequired for the operation of the Business (i) have received all Permits required in connection with the operation thereof, licenses, occupancy agreements or any other similar arrangement (the “Real Property Leases”ii) pursuant to which any third party is granted the right to use any Company Owned Real Property, other than Permitted Liens; (iii) has sufficient right of ingress have been operated and egress to the Company Owned Real Property maintained in all material respects in accordance with all applicable Laws, (iii) are supplied with utilities and enjoys peaceful and quiet possession thereof; and other services reasonably necessary for the operation of such facilities, (iv) there are in good condition and the systems located therein are in good working order and condition, and (v) are located on such Owned Real Property and do not encroach on any adjoining property owned by others or public rights of way. There are no outstanding options or options, rights of first offer or rights of first refusal to purchase any Owned Real Property or any portion thereof or interest therein. There are no pending, or to the Company Knowledge of the Company, threatened proceedings to condemn, take or demolish any Owned Real Property or part thereof. No Owned Real Property, or part thereof, is located in a flood hazard area (as designated by the Federal Emergency Management Agency). (b) Section 4.15(b3.10(b) of the Company Transferor Disclosure Letter Schedule sets forth a true and complete list, as of the date hereof, list by street address of all of the real property leased that is leased, subleased or occupied pursuant to similar agreements by Company or any of the Company Subsidiaries for which the annual rental value exceeds $5,000,000 pursuant to a Real Property Lease (together with all Rights-of-Way (as defined below), plants, buildings, structures, installations, fixtures, fittings, improvements, betterments and additions situated thereon, and all privileges and appurtenances thereto, the “Company Leased Real Property” and, together with the Company Owned Real Property, the “Company Real Property”). Except in respects thatas set forth on Section 3.10(b) of the Transferor Disclosure Schedule, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, with respect to the Company Leased Real Property has a valid and enforceable leasehold interest in each Real Property Lease: (iLease free and clear of all Encumbrances other than Permitted Encumbrances. Except as set forth on Section 3.10(b) of the Transferor Disclosure Schedule, each Real Property Lease is in full force and effecteffect and no Company party is in default thereunder. The Company has made available to the NGL Group Entities true, correct and the Company or a Company Subsidiary holds a valid and existing leasehold interest under each complete copies of all Real Property Lease; (iiLeases. Except as set forth on Section 3.10(b) the possession and quiet use and enjoyment of the Company Transferor Disclosure Schedule, all Leased Real Property under such Real Property Lease is leased to the Company pursuant to written leases, the Company has not been disturbed subleased any Leased Real Property, and there are no disputes other parties occupying, or with respect a right to any such occupy the Leased Real Property. All facilities located on or comprising the Leased Real Property Lease; (i) have received all Permits required in connection with the operation thereof, (ii) have been operated and maintained in all material respects in accordance with all applicable Laws, (iii) none are or may be supplied with utilities and other services reasonably necessary for the operation of such facilities, (iv) are in good condition and the systems located therein are in good working order and condition and (v) are located on such Leased Real Property and (unless expressly permitted to do so) do not encroach on any adjoining property owned by others or public rights of way. The Closing will not affect the enforceability against any Person of any Real Property Lease or the rights of the Company or any Company Subsidiary has given or received any written notice to the continued use and possession of default pursuant to any such the Leased Real Property Lease; for the conduct of its business. (ivc) none The Owned Real Property and the Leased Real Property constitute all of the real property interests owned or leased by the Company and used in the conduct of the Business. All Equipment and Improvements used by the Company in the Business are located on the Leased Real Property or any Company Subsidiary or, to the Owned Real Property. To the Knowledge of the Company, there are no facts or conditions affecting any other party of the Owned Real Property or the Leased Real Property which would interfere with the use or occupancy of such Owned Real Property or Leased Real Property in the operation of the Business. (d) The Company has such consents, easements, rights-of-way, Permits or licenses from each Person (collectively, “Rights-of-Way”) as are sufficient to conduct the Business subject to the limitations contained in Section 3.10(d) of the Transferor Disclosure Schedule. The Company has fulfilled and performed all of its material obligations with respect to such Real Property Lease, is in breach or violation Rights-of, or in default under, such Real Property Lease, -Way and no event has occurred or circumstance exists whichis anticipated to occur that allows, with or after notice or lapse of time would allow, revocation or termination thereof or would result in a default thereunder or any impairment of the delivery rights of noticethe holder of any such Rights-of-Way, and none of such Rights-of-Way contains any restriction that is materially burdensome to the Company. (e) Except as set forth on Section 3.10(e) of the Transferor Disclosure Schedule, the passage Company has good and valid title to all material items of time tangible personal property used in or both, would constitute such a breach, violation or default, or permit necessary for the termination, modification or acceleration of rent under such Real Property Lease on the part operation of the Company or any Company SubsidiaryBusiness, nor, to the Knowledge free and clear of the Company, on the part of the other party thereto; (v) no security deposit or portion thereof deposited with respect to such Real Property Lease has been applied in respect of a breach or default under such Real Property Lease which has not been re-deposited in full; (vi) neither the Company nor any Company Subsidiary owes, or will owe in the future based on arrangements currently in existence, any brokerage commissions or finder’s fees with respect to any Real Property Lease; (vii) none of the Company or any Company Subsidiary has collaterally assigned or granted any other security interest in such Real Property Lease or any interest therein, other than Permitted Liens; (viii) there are no Liens on the estate or interest created by such Real Property Lease, other than Permitted Liens; and (ix) none of the Company or any Company Subsidiary has subleased, licensed or otherwise granted any person the right to use or occupy any Company Leased Real Property or any portion thereofall Encumbrances.

Properties. (a) Neither the Company nor any of its Subsidiaries own any real property or is a party to any Contract (including any option agreement) to purchase any interest in real property. (b) Section 4.15(a3.14(b) of the Company Disclosure Letter sets forth as of the date of this Agreement, the address of all Leased Real Property over 5,000 square feet, the identity of the lessor, lessee and current occupant (if different from the lessee) of such Leased Real Property and a true and complete list, as of the date hereofof this Agreement, of all such leases, subleases, licenses and other occupancy agreements related thereto, including all amendments and supplements thereto and guaranties thereof (the “Real Property Leases”). The Company has made available to Parent complete, correct and accurate copies of each Real Property Lease. Except as set forth in Section 3.14(b) of the Company Disclosure Letter, neither the Company nor any of its Subsidiaries has leased, subleased, licensed or otherwise granted to any Person the right to use or occupy any of the Leased Real Property over 5,000 square feet or any portion thereof. The Leased Real Property constitutes all of the real property owned in fee simple used or occupied by the Company and its Subsidiaries in the conduct of their respective businesses. (c) The Company or any one of its Subsidiaries owns good and valid and legally compliant leasehold title (to the Company Subsidiaries extent such concepts are applicable in the jurisdiction(s) governing such leasehold title) to the Leased Real Property free and clear of all Liens, except (the “Company Owned Real Property”). Except i) Permitted Liens and (ii) in respects thatthat would not reasonably be expected to be, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, either the Company or the Company Subsidiaries: (i) has good and valid fee simple title to all of the Company Owned Real Property, free and clear of all Liens other than Permitted Liens; (ii) is in sole and exclusive possession of the Company Owned Real Property and there are no leases, licenses, occupancy agreements or any other similar arrangement (the “Real Property Leases”) pursuant to which any third party is granted the right to use any Company Owned Real Property, other than Permitted Liens; (iii) has sufficient right of ingress and egress material to the Company Owned Real Property in all material respects and enjoys peaceful and quiet possession thereof; and (iv) there are no outstanding options or rights of first offer or refusal to purchase the Company Owned Real Propertyits Subsidiaries, taken as a whole. (b) Section 4.15(b) the Company Disclosure Letter sets forth a true and complete list, as of the date hereof, of all of the real property leased by Company or any of the Company Subsidiaries for which the annual rental value exceeds $5,000,000 pursuant to a Real Property Lease (the “Company Leased Real Property” and, together with the Company Owned Real Property, the “Company Real Property”). Except in respects that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, with respect to the Company Leased Real Property and each Real Property Lease: (i) each Real Property Lease is in full force and effect, and the Company or a Company Subsidiary holds a valid and existing leasehold interest under each Real Property Lease; (ii) the possession and quiet use and enjoyment of the Company Leased Real Property under such Real Property Lease has not been disturbed and there are no disputes with respect to any such Real Property Lease; (iii) none of the Company or any Company Subsidiary has given or received any written notice of default pursuant to any such Real Property Lease; (iv) none of the Company or any Company Subsidiary or, to the Knowledge of the Company, any other party to such Real Property Lease, is in breach or violation of, or in default under, such Real Property Lease, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach, violation or default, or permit the termination, modification or acceleration of rent under such Real Property Lease on the part of the Company or any Company Subsidiary, nor, to the Knowledge of the Company, on the part of the other party thereto; (v) no security deposit or portion thereof deposited with respect to such Real Property Lease has been applied in respect of a breach or default under such Real Property Lease which has not been re-deposited in full; (vi) neither the Company nor any Company Subsidiary owes, or will owe in the future based on arrangements currently in existence, any brokerage commissions or finder’s fees with respect to any Real Property Lease; (vii) none of the Company or any Company Subsidiary has collaterally assigned or granted any other security interest in such Real Property Lease or any interest therein, other than Permitted Liens; (viii) there are no Liens on the estate or interest created by such Real Property Lease, other than Permitted Liens; and (ix) none of the Company or any Company Subsidiary has subleased, licensed or otherwise granted any person the right to use or occupy any Company Leased Real Property or any portion thereof.

Properties. Except for matters that would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect: (a) Section 4.15(a) of the Company Disclosure Letter sets forth a true and complete list, as of the date hereof, of all of With respect to the real property owned in fee simple by the Company or any of the Company its Subsidiaries (the “Company Owned Real Property”). Except in respects that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, either the Company or a Subsidiary of the Company Subsidiaries: (i) has good and valid fee simple title to all of the such Company Owned Real Property, free and clear of all Liens other than any Permitted Liens; (ii) is in sole and exclusive possession of the Company Owned Real Property and there are no leases, licenses, occupancy agreements or any other similar arrangement (the “Real Property Leases”) pursuant to which any third party is granted the right to use any Company Owned Real Property, other than Permitted Liens; (iii) has sufficient right of ingress and egress to the Company Owned Real Property in all material respects and enjoys peaceful and quiet possession thereof; and (iv) there are no outstanding options or rights of first offer or refusal to purchase the Company Owned Real Property. (b) Section 4.15(b) Either the Company Disclosure Letter sets forth or a true and complete list, as Subsidiary of the date hereofCompany has a good and valid leasehold interest in each lease, of all of sublease and other agreement under which the real property leased by Company or any of its Subsidiaries uses or occupies or has the Company Subsidiaries for which the annual rental value exceeds $5,000,000 pursuant right to use or occupy any real property (such property subject to a Real Property Lease (lease, sublease or other agreement, the “Company Leased Real Property” and”, together with the Company Owned Real Propertyand such leases, subleases and other agreements are, collectively, the “Company Real PropertyProperty Leases”), in each case, free and clear of all Liens other than any Permitted Liens. Except Section 3.15(b) of the Company Letter sets forth a true, complete and correct list of all material Company Leased Property as of the date of this Agreement. A true and complete copy of each Company Real Property Lease as of the date of this Agreement related to each material Company Leased Property as set forth in respects that, individually Section 3.15(b) of the Company Letter has been made available to Buyer or in publicly filed with the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, with respect SEC prior to the date of this Agreement. Each Company Leased Real Property Lease is a valid, binding and enforceable obligation of the Company or its applicable Subsidiary that is party thereto, and, to the knowledge of the Company, of the other party or parties thereto, in accordance with its terms in all respects, subject to the Enforceability Exceptions, and each Real Property Lease: (i) each Company Real Property Lease is in full force and effect, and . Neither the Company or a Company nor its applicable Subsidiary holds a valid and existing leasehold interest under each Real Property Lease; (ii) the possession and quiet use and enjoyment of the Company Leased Real Property under such Real Property Lease has not been disturbed and there are no disputes with respect to any such Real Property Lease; (iii) none of the Company or any Company Subsidiary has given or received any written notice of default pursuant to any such Real Property Lease; (iv) none of the Company or any Company Subsidiary ornor, to the Knowledge knowledge of the Company, any other party to such Real Property Leasethereto, is in breach or violation of, or in default under, such under any Company Real Property Lease. To the knowledge of the Company, and no event has occurred or circumstance exists which, with the delivery giving of notice, the passage of time time, or both, would constitute such a breach, violation or default, or permit the termination, modification or acceleration of rent under such Real Property Lease on the part of the Company or any Company Subsidiary, nor, to the Knowledge of the Company, on the part of the other party thereto; (v) no security deposit or portion thereof deposited with respect to such Real Property Lease has been applied in respect of a breach or default under any such Company Real Property Lease which has not been re-deposited in full; Lease. (vic) neither Neither the Company nor any of its Subsidiaries has, since January 1, 2014, received notice of the existence of any outstanding Order or of any pending Action, and, to the knowledge of the Company, there is no such Order or Action threatened, relating to the ownership, lease, use, occupancy or operation by the Company Subsidiary owes, or will owe in the future based on arrangements currently in existence, any brokerage commissions or finder’s fees with respect to any Real Property Lease; (vii) none its Subsidiaries of the Company or any Company Subsidiary has collaterally assigned or granted any other security interest in such Owned Real Property Lease or any interest therein, other than Permitted Liens; (viii) there are no Liens on the estate or interest created by such Real Property Lease, other than Permitted Liens; and (ix) none of the Company or any Company Subsidiary has subleased, licensed or otherwise granted any person the right to use or occupy any Company Leased Real Property or any portion thereofProperty.

Properties. Except for matters that would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect: (a) Section 4.15(a) of the Company Disclosure Letter sets forth a true and complete list, as of the date hereof, of all of With respect to the real property owned in fee simple by the Company or any of the Company its Subsidiaries (the “Company Owned Real Property”). Except in respects that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, either the Company or a Subsidiary of the Company Subsidiaries: (i) has good and valid fee simple title to all of the such Company Owned Real Property, free and clear of all Liens other than any Permitted Liens; (ii. Section 3.15(a) is in sole and exclusive possession of the Company Letter sets forth a true, complete and correct list of all Company Owned Real Property and there are no leases, licenses, occupancy agreements as of the date of this Agreement. Neither the Company nor any of its Subsidiaries is a lessor or grantor under any lease or other similar instrument granting to any other similar arrangement (the “Real Property Leases”) pursuant to which Person any third party is granted the right to use the possession, lease or occupancy of any Company Owned Real Property, other than Permitted Liens; (iii) has sufficient right of ingress and egress to the Company Owned Real Property in all material respects and enjoys peaceful and quiet possession or portion thereof; and (iv) there are no outstanding options or rights of first offer or refusal to purchase the Company Owned Real Property. (b) Section 4.15(b) Either the Company Disclosure Letter sets forth or a true and complete list, as Subsidiary of the date hereofCompany has a good and valid leasehold interest in all material respects in each lease, of all of sublease and other agreement under which the real property leased by Company or any of its Subsidiaries uses or occupies or has the Company Subsidiaries for which the annual rental value exceeds $5,000,000 pursuant right to use or occupy any real property (such property subject to a Real Property Lease (lease, sublease or other agreement, the “Company Leased Real Property,” andand such leases, together with the Company Owned Real Propertysubleases and other agreements are, collectively, the “Company Real PropertyProperty Leases”), in each case, free and clear of all Liens other than any Permitted Liens. Except in respects thatSection 3.15(b) of the Company Letter sets forth a true, individually or in the aggregate, have not had complete and would not reasonably be expected to have a Company Material Adverse Effect, with respect to the correct list of all Company Leased Real Property as of the date of this Agreement. A true and complete copy of each Company Real Property Lease as of the date of this Agreement related to each Company Leased Real Property as set forth in Section 3.15(b) of the Company Letter has been made available to Parent and Buyer or publicly filed with the SEC prior to the date of this Agreement. Each Company Real Property Lease is a valid, binding and enforceable obligation of the Company or its applicable Subsidiary that is party thereto, and, to the knowledge of the Company, of the other party or parties thereto, in accordance with its terms in all respects, subject to the Enforceability Exceptions, and each Real Property Lease: (i) each Company Real Property Lease is in full force and effect, and . Neither the Company or a Company nor its applicable Subsidiary holds a valid and existing leasehold interest under each Real Property Lease; (ii) the possession and quiet use and enjoyment of the Company Leased Real Property under such Real Property Lease has not been disturbed and there are no disputes with respect to any such Real Property Lease; (iii) none of the Company or any Company Subsidiary has given or received any written notice of default pursuant to any such Real Property Lease; (iv) none of the Company or any Company Subsidiary ornor, to the Knowledge knowledge of the Company, any other party to such Real Property Leasethereto, is in breach or violation of, or default in default under, such any material respect under any Company Real Property Lease. Neither the Company nor any of its Subsidiaries is a sublessor or grantor under any sublease or other similar instrument granting to any other Person any right to the possession, and no event has occurred lease or circumstance exists which, with the delivery occupancy of notice, the passage any portion of time or both, would constitute such a breach, violation or default, or permit the termination, modification or acceleration of rent under such any Company Leased Real Property Lease on the part Property. Each of the Company Owned Real Property and the Company Leased Real Property is in good condition sufficient to permit the continued use of such facility in the manner and for the purpose to which it is presently devoted. (c) Neither the Company nor any of its Subsidiaries has, since December 31, 2014, received notice of the existence of any outstanding Order or of any Company Subsidiarypending Action, norand, to the Knowledge knowledge of the Company, on there is no such Order or Action threatened relating to the part of the other party thereto; (v) no security deposit ownership, lease, use, occupancy or portion thereof deposited with respect to such Real Property Lease has been applied in respect of a breach or default under such Real Property Lease which has not been re-deposited in full; (vi) neither operation by the Company nor any Company Subsidiary owes, or will owe in the future based on arrangements currently in existence, any brokerage commissions or finder’s fees with respect to any Real Property Lease; (vii) none its Subsidiaries of the Company or any Company Subsidiary has collaterally assigned or granted any other security interest in such Owned Real Property Lease or any interest therein, other than Permitted Liens; (viii) there are no Liens on the estate or interest created by such Real Property Lease, other than Permitted Liens; and (ix) none of the Company or any Company Subsidiary has subleased, licensed or otherwise granted any person the right to use or occupy any Company Leased Real Property or any portion thereofProperty.

Properties. (a) Section 4.15(a) of the Company Disclosure Letter sets forth a true and complete list, Except as of the date hereof, of all of the real property owned in fee simple by the Company or any of the Company Subsidiaries (the “Company Owned Real Property”). Except in respects thatwould not reasonably be expected to have, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, either the Company and its Subsidiaries have good title to, or valid leasehold interests in, all property and assets reflected on the Company Subsidiaries: (i) has good and valid fee simple title to all Balance Sheet or acquired after the Balance Sheet Date, except as have been disposed of since the Company Owned Real PropertyBalance Sheet Date in the ordinary course of business, free and clear of all Liens other than Permitted Liens; (ii) is in sole and exclusive possession of the Company Owned Real Property and there are no leases, licenses, occupancy agreements or any other similar arrangement (the “Real Property Leases”) pursuant to which any third party is granted the right to use any Company Owned Real Property, other than Permitted Liens; (iii) has sufficient right of ingress and egress to the Company Owned Real Property in all material respects and enjoys peaceful and quiet possession thereof; and (iv) there are no outstanding options or rights of first offer or refusal to purchase the Company Owned Real Property. (b) Except with respect to any Oil and Gas Properties, Section 4.15(b3.14(b) of the Company Disclosure Letter Schedule sets forth a true list of (i) all real property owned by the Company or any of its Subsidiaries (each such property, a “Company Owned Real Property”) and complete list, as of the date hereof, of (ii) all of the material real property leased by the Company or any of the Company its Subsidiaries for which the annual rental value exceeds $5,000,000 pursuant to (each such property, a Real Property Lease (the “Company Leased Real Property” and, and together with the Company Owned Real Property, the “Company Real Property”). . (c) Except in respects thatas would not reasonably be expected to have, individually or in the aggregate, have not had a Company Material Adverse Effect and except for Permitted Liens, neither the Company nor any of its Subsidiaries (i) lease or grant any Person the right to use or occupy all or any part of any Company Owned Real Property or (ii) has granted any Person an option, right of first offer, or right of first refusal to purchase such Company Owned Real Property or any portion thereof or interest therein. (d) Except as would not reasonably be expected to have have, individually or in the aggregate, a Company Material Adverse Effect, (i) the Company or one of its Subsidiaries has a valid leasehold interest in all Company Leased Real Property, in each case as to such leasehold interest, free and clear of all Liens other than Permitted Liens and (ii) each of the Company and its Subsidiaries is in compliance in all material respects with respect to the terms of all leases of Company Leased Real Property to which it is a party and under which it is in occupancy, and each such lease is a legal, valid and binding agreement of (A) the Company or one of its Subsidiaries, as the case may be, and (B) to the Company’s knowledge, each other party thereto, enforceable against the Company or such Subsidiary, as the case may be, and, to the Company’s knowledge, against the other party or parties thereto, in each case, in accordance with its terms, subject to the Remedies Exception. (e) As of the date hereof, the Company has not received any written notice that all or any portion of material Company Real Property Lease: is subject to any governmental order to be sold or is being condemned, expropriated or otherwise taken by any Governmental Authority with or without payment of compensation therefor. (f) Except for any Permitted Liens, to the Company’s knowledge (i) each Real Property Lease is in full force and effect, and the Company or a Company Subsidiary holds a valid and existing leasehold interest under each Real Property Lease; (ii) the possession and quiet use and enjoyment of the Company Leased Real Property under such Real Property Lease has not been disturbed and there are no disputes with respect to any such Real Property Lease; (iii) none of material contractual or legal restrictions that prevent the Company or any of its Subsidiaries from using any Company Subsidiary has given or received any written notice of default pursuant to any such Real Property Lease; for its current use and (ivii) all structures and other buildings on the Company Real Property are in operating condition and none of the Company such structures or any Company Subsidiary or, to the Knowledge of the Company, any other party to such Real Property Lease, buildings is in breach need of maintenance or violation ofrepairs except for ordinary, or in default under, such Real Property Leaseroutine maintenance and repairs, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach, violation or default, or permit the termination, modification or acceleration of rent under such Real Property Lease on the part of the Company or any Company Subsidiary, nor, to the Knowledge of the Company, on the part of the other party thereto; (v) no security deposit or portion thereof deposited with respect to such Real Property Lease has been applied except for ordinary wear and tear in respect of a breach or default under such Real Property Lease which has not been re-deposited in full; (vi) neither the Company nor any Company Subsidiary owes, or will owe in the future based on arrangements currently in existence, any brokerage commissions or finder’s fees with respect to any Real Property Lease; (vii) none of the Company or any Company Subsidiary has collaterally assigned or granted any other security interest in such Real Property Lease or any interest therein, other than Permitted Liens; (viii) there are no Liens on the estate or interest created by such Real Property Lease, other than Permitted Liens; and (ix) none of the Company or any Company Subsidiary has subleased, licensed or otherwise granted any person the right to use or occupy any Company Leased Real Property or any portion thereofall material respects.

Properties. (a) Section 4.15(a) of the Company Disclosure Letter sets forth Schedule contains a true and complete listlist of all real property owned by the Company or any of its Subsidiaries (collectively, the “Owned Real Property”). The Company or a Subsidiary of the Company has good and valid fee simple title to each Owned Real Property, in each case free and clear of all Liens and defects in title, except for Permitted Liens. The Owned Real Property and the Leased Real Property together comprise all of the real property used by any of the Company and its Subsidiaries in the conduct of their respective businesses. Each Owned Real Property is a separate tax lot and is not subject to any rights of purchase, offer or first refusal. (b) Section 4.15(b) of the Company Disclosure Schedule contains a true and complete list as of the date hereof of all real property leased, subleased, or otherwise occupied (whether as a tenant, subtenant or pursuant to other occupancy arrangements) by the Company or any of its Subsidiaries (collectively, including the improvements thereon, the “Leased Real Property”). With respect to each Leased Real Property, Section 4.15(b) of the Company Disclosure Schedule also contains a true and complete list as of the date hereof of all material agreements under which the Company or any Subsidiary is, as of the date hereof, the landlord, sublandlord, tenant, subtenant or occupant (each a “Real Property Lease”) that have not been terminated or expired as of the date hereof. The Company has heretofore delivered to Parent or made available true, correct and complete copies of the Real Property Leases. (c) The Company and/or its Subsidiaries have valid leasehold estates in all Leased Real Property free and clear of all Liens, except Permitted Liens. (d) Other than the Real Property Leases, as of the real property owned in fee simple by date hereof, none of the Owned Real Property or the Leased Real Property is subject to any lease, sublease, license or other agreement pursuant to which the Company or any of its Subsidiaries has granted to any other Person any right to the Company Subsidiaries use, occupancy or enjoyment of such Leased Real Property or any part thereof. (the “Company Owned Real Property”). e) Except in respects that, individually or in the aggregate, have as has not had and would not reasonably be expected to have a Company Material Adverse Effect, either the Company or the Company Subsidiaries: (i) has good and valid fee simple title to all of the Company Owned Real Property, free and clear of all Liens other than Permitted Liens; (ii) is in sole and exclusive possession of the Company Owned Real Property and there are no leases, licenses, occupancy agreements or any other similar arrangement (the “Real Property Leases”) pursuant to which any third party is granted the right to use any Company Owned Real Property, other than Permitted Liens; (iii) has sufficient right of ingress and egress to the Company Owned Real Property in all material respects and enjoys peaceful and quiet possession thereof; and (iv) there are no outstanding options or rights of first offer or refusal to purchase the Company Owned Real Property. (b) Section 4.15(b) the Company Disclosure Letter sets forth a true and complete list, as of the date hereof, of all of the real property leased by Company or any of the Company Subsidiaries for which the annual rental value exceeds $5,000,000 pursuant to a Real Property Lease (the “Company Leased Real Property” and, together with the Company Owned Real Property, the “Company Real Property”). Except in respects thathave, individually or in the aggregate, have a Company Material Adverse Effect, each Real Property Lease is in full force and effect and constitutes the valid and legally binding obligation of the Company or its Subsidiaries, enforceable in accordance with its terms (subject to the Bankruptcy and Equity Exception), and there is no material default under any Real Property Lease either by the Company or its Subsidiaries party thereto or, to the Knowledge of the Company, by any other party thereto. (f) Except as has not had and would not reasonably be expected to have have, individually or in the aggregate, a Company Material Adverse Effect, with respect to the Company Leased Real Property and each Real Property Lease: (i) each Real Property Lease is in full force and effect, and the Company or a Company Subsidiary holds a valid and existing leasehold interest under each Real Property Lease; (ii) the possession and quiet use and enjoyment of the Company Leased Real Property under such Real Property Lease has not been disturbed and there are no disputes with respect to any such Real Property Lease; (iii) none of the Company or any Company Subsidiary has given or received any written notice of default pursuant to any such Real Property Lease; (iv) none of the Company or any Company Subsidiary or, to the Knowledge of the Company, any other party to such Real Property Lease, is in breach or violation of, or in default under, such Real Property Lease, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach, violation or default, or permit the termination, modification or acceleration of rent under such Real Property Lease on the part of the Company or any Company Subsidiary, nor, to the Knowledge of the Company, on the part of the other party thereto; (v) no security deposit or portion thereof deposited with respect to such Real Property Lease has been applied in respect of a breach or default under such Real Property Lease which has not been re-deposited in full; (vi) neither the Company nor any Company Subsidiary owesof its Subsidiaries has received any written notice of, and there does not exist any pending or, to the Company’s Knowledge, threatened condemnation or will owe in the future based on arrangements currently in existence, eminent domain proceedings that affect any brokerage commissions or finder’s fees with respect to any Owned Real Property Lease; or Leased Real Property. (viig) none of the Company or any Company Subsidiary has collaterally assigned or granted any other security interest in such The Owned Real Property Lease or any interest therein, other than Permitted Liens; (viii) there are no Liens on the estate or interest created by such Real Property Lease, other than Permitted Liens; and (ix) none of the Company or any Company Subsidiary has subleased, licensed or otherwise granted any person the right to use or occupy any Company Leased Real Property or any portion thereofand the related improvements, facilities, machinery and equipment used by the Company and its Subsidiaries in the conduct of their respective businesses are in the Company’s reasonable judgment, taken as a whole, in reasonably adequate operating condition and repair, subject only to ordinary wear and tear.

Properties. (a) Section 4.15(a) of the Company Disclosure Letter sets forth a true Except as has not had and complete list, as of the date hereof, of all of the real property owned in fee simple by the Company or any of the Company Subsidiaries (the “Company Owned Real Property”). Except in respects thatwould not be reasonably likely to have, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, either the Company or the Company Subsidiaries: (i) one of its Subsidiaries has good and valid fee simple title to all of the Company Owned Real Property and valid leasehold estates in all Leased Real Property, in each case free and clear of all Liens other than Encumbrances, except Permitted Liens; (ii) is in sole and exclusive possession of the Company Owned Real Property and there are no leases, licenses, occupancy agreements or any other similar arrangement (the “Real Property Leases”) pursuant to which any third party is granted the right to use any Company Owned Real Property, other than Permitted Liens; (iii) has sufficient right of ingress and egress to the Company Owned Real Property in all material respects and enjoys peaceful and quiet possession thereof; and (iv) there are no outstanding options or rights of first offer or refusal to purchase the Company Owned Real Property. (b) Section 4.15(b) the Company Disclosure Letter sets forth a true and complete list, as of the date hereof, of all of the real property leased by Company or any of the Company Subsidiaries for which the annual rental value exceeds $5,000,000 pursuant to a Real Property Lease (the “Company Leased Real Property” and, together with the Company Owned Real Property, the “Company Real Property”)Encumbrances. Except in respects thatas has not had and would not be reasonably likely to have, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, with respect to the Company or one of its Subsidiaries has exclusive possession of each Leased Real Property and each Owned Real Property, other than any use and occupancy rights granted to third-party owners, tenants or licensees. Other than as listed in Section 3.14 of the Company Disclosure Letter, neither the Company nor any of its Subsidiaries is a lessor or grantor under any material lease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any material Owned Real Property Lease: or material portion thereof. (b) Except as has not had and would not be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect, (i) each lease for the Leased Real Property Lease is in full force and effecteffect and is valid, binding and enforceable against the Company or a Company Subsidiary holds a valid one of its Subsidiaries and, to the Knowledge of the Company, the other parties thereto in accordance with its terms, except that such enforcement may be subject to applicable bankruptcy, reorganization, insolvency, moratorium or other similar Laws affecting creditors’ rights generally and existing leasehold interest under each Real Property Lease; general principles of equitable relief, and (ii) there is no default under any lease for the possession and quiet use and enjoyment of the Company Leased Real Property under such Real Property Lease has not been disturbed and there are no disputes with respect to any such Real Property Lease; (iii) none of either by the Company or any Company Subsidiary has given or received any written notice of default pursuant to any such Real Property Lease; (iv) none of the Company or any Company Subsidiary its Subsidiaries or, to the Knowledge of the Company, by any other party to such Real Property Lease, is in breach or violation of, or in default under, such Real Property Leasethereto, and no event has occurred or circumstance exists whichthat, with the delivery of notice, the passage lapse of time or the giving of notice or both, would constitute such a breach, violation or default, or permit the termination, modification or acceleration of rent under such Real Property Lease on the part of default by the Company or any its Subsidiaries thereunder. (c) Except as has not had and would not be reasonably likely to have, individually or in the aggregate, a Company SubsidiaryMaterial Adverse Effect, nor(i) there are no pending or, to the Knowledge of the Company, on the part of the other party thereto; (v) no security deposit threatened condemnation or portion thereof deposited with respect to such Real Property Lease has been applied in respect of a breach or default under such Real Property Lease which has not been re-deposited in full; (vi) neither the Company nor eminent domain proceedings that affect any Company Subsidiary owes, or will owe in the future based on arrangements currently in existence, any brokerage commissions or finder’s fees with respect to any Real Property Lease; (vii) none of the Company or any Company Subsidiary has collaterally assigned or granted any other security interest in such Real Property Lease or any interest therein, other than Permitted Liens; (viii) there are no Liens on the estate or interest created by such Real Property Lease, other than Permitted Liens; and (ix) none of the Company or any Company Subsidiary has subleased, licensed or otherwise granted any person the right to use or occupy any Company Leased Owned Real Property or Leased Real Property, and (ii) the Company has not received any portion thereofwritten notice of the intention of any Governmental Entity or other Person to take any Owned Real Property or Leased Real Property.

Properties. (a) Section 4.15(a) of the Company Disclosure Letter sets forth contains a true and complete list, as of the date hereof, list of all of the real property owned in fee simple by the Company or any Company Subsidiary (other than immaterial real property that is not currently used (or currently identified for future use) in connection with the operation of the Company Subsidiaries a grocery store, drug store and/or distribution center) (the each, an “Company Owned Real Property,” and collectively, the “Owned Real Properties”). Except in respects that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, either the Company or the Company Subsidiaries: (i) has good and valid fee simple title to all of the Company Owned Real Property, free and clear of all Liens other than Permitted Liens; (ii) is in sole and exclusive possession of the Company Owned Real Property and there are no leases, licenses, occupancy agreements or any other similar arrangement (the “Real Property Leases”) pursuant to which any third party is granted the right to use any Company Owned Real Property, other than Permitted Liens; (iii) has sufficient right of ingress and egress to the Company Owned Real Property in all material respects and enjoys peaceful and quiet possession thereof; and (iv) there are no outstanding options or rights of first offer or refusal to purchase the Company Owned Real Property. (b) Section 4.15(b) of the Company Disclosure Letter sets forth contains a true and complete list, as of the date hereof, list of all of the real property leased or subleased (whether as tenant or subtenant) by the Company or any Company Subsidiary (other than immaterial real property that is not currently used (or currently identified for future use) in connection with the operation of a grocery store, drug store and/or distribution center) (each, including the Company Subsidiaries for which the annual rental value exceeds $5,000,000 pursuant to improvements thereon, a Real Property Lease (the “Company Leased Real Property,” and, together with the Company Owned Real Propertyand collectively, the “Company Leased Real PropertyProperties”). Except in respects thatWith respect to the Leased Real Properties and the Real Property Leases (as defined below), there are no non-disturbance agreements and declarations of covenants, restrictions, reciprocal and/or operating easements, development agreements, or agreements with municipal authorities with respect to zoning or planning, including amendments relating thereto, that would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Substantially accurate (to the Company’s Knowledge) summaries prepared in the ordinary course of business of the principal economic terms of each of the leases pursuant to which the Company leases (as a lessee) real property for the operation of a grocery or drug store, distribution center, or other material operation center, as such leases have not had and been amended to date (each lease, including all amendments thereto, a “Real Property Lease”) have been made available to Parent. (c) Except as would not reasonably be expected to have have, individually or in the aggregate, a Company Material Adverse Effect, with respect to the Company or one of the Company Subsidiaries has good and marketable fee simple title to all Owned Real Properties and valid leasehold estates in all Leased Real Properties free and clear of all Encumbrances. The Company or one of the Company Subsidiaries has exclusive use and possession of each Leased Real Property and Owned Real Property, other than any use or occupancy rights granted to third-party owners, tenants or licensees pursuant to agreements with respect to such real property entered in the ordinary course of business (each Real Property Lease: agreement, including all amendments thereto, a “Third Party Use and Occupancy Agreement”), none of which would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (id) Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Real Property Lease and each Third Party Use and Occupancy Agreement is in full force and effecteffect and is valid and enforceable in accordance with its terms, and there is no material default under any Real Property Lease or any Third Party Use and Occupancy Agreement either by the Company or a Company Subsidiary holds a valid and existing leasehold interest under each Real Property Lease; (ii) the possession and quiet use and enjoyment of the Company Leased Real Property under such Real Property Lease has not been disturbed and there are no disputes with respect to any such Real Property Lease; (iii) none of the Company or any Company Subsidiary has given or received any written notice of default pursuant to any such Real Property Lease; (iv) none of the Company or any Company Subsidiary Subsidiaries party thereto or, to the Knowledge of the Company’s Knowledge, by any other party to such Real Property Lease, is in breach or violation of, or in default under, such Real Property Leasethereto, and no event has occurred or circumstance exists whichthat, with the delivery of notice, the passage lapse of time or the giving of notice or both, would constitute such a breach, violation or default, or permit the termination, modification or acceleration of rent under such Real Property Lease on the part of default by the Company or any the Company SubsidiarySubsidiaries thereunder. (e) Except as would not reasonably be expected to have, norindividually or in the aggregate, a Company Material Adverse Effect, there are no pending or, to the Knowledge of the Company’s Knowledge, on the part of the other party thereto; (v) no security deposit threatened condemnation or portion thereof deposited with respect to such eminent domain proceedings that affect any Owned Real Property Lease has been applied in respect of a breach or default under such Leased Real Property Lease which has not been re-deposited in full; (vi) Property, and neither the Company nor the Company Subsidiaries have received any Company Subsidiary owes, or will owe in the future based on arrangements currently in existence, any brokerage commissions or finder’s fees with respect to any Real Property Lease; (vii) none written notice of the Company intention of any Governmental Authority or other Person to take any Company Subsidiary has collaterally assigned or granted any other security interest in such Real Property Lease or any interest therein, other than Permitted Liens; (viii) there are no Liens on the estate or interest created by such Real Property Lease, other than Permitted Liens; and (ix) none of the Company or any Company Subsidiary has subleased, licensed or otherwise granted any person the right to use or occupy any Company Leased Owned Real Property or any portion thereofLeased Real Property.

Properties. (a) Neither the Company nor any of its Subsidiaries own any real property or is a party to any Contract (including any option agreement) to purchase any interest in real property. (b) Section 4.15(a3.13(b) of the Company Disclosure Letter Schedule sets forth as of the date hereof, the address of all Company Leased Real Property over 4,000 square feet, the identity of the lessor, lessee and current occupant (if different from the lessee) of such Company Leased Real Property and a true and complete list, as of the date hereof, of all such leases, subleases, licenses and other occupancy agreements related thereto, including all amendments and supplements thereto and guaranties thereof (the “Company Real Property Leases”). The Company has made available to Parent complete, correct and accurate copies of each Company Real Property Lease. Except as set forth in Section 3.13(b) of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries has leased, subleased, licensed or otherwise granted to any Person the right to use or occupy any of the Company Leased Real Property over 4,000 square feet or any portion thereof. The Company Leased Real Property constitutes all of the real property owned in fee simple used or occupied by the Company and its Subsidiaries in the conduct of their respective businesses. (c) The Company or any one of its Subsidiaries owns good and valid and legally compliant leasehold title (to the extent such concepts are applicable in the jurisdiction(s) governing such leasehold title) to the Company Subsidiaries Leased Real Property free and clear of all Liens, except (the “Company Owned Real Property”). Except i) Permitted Liens and (ii) in respects thatthat would not reasonably be expected to be, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, either the Company or the Company Subsidiaries: (i) has good and valid fee simple title to all of the Company Owned Real Property, free and clear of all Liens other than Permitted Liens; (ii) is in sole and exclusive possession of the Company Owned Real Property and there are no leases, licenses, occupancy agreements or any other similar arrangement (the “Real Property Leases”) pursuant to which any third party is granted the right to use any Company Owned Real Property, other than Permitted Liens; (iii) has sufficient right of ingress and egress material to the Company Owned Real Property in all material respects and enjoys peaceful and quiet possession thereof; and (iv) there are no outstanding options or rights of first offer or refusal to purchase the Company Owned Real Propertyits Subsidiaries, taken as a whole. (b) Section 4.15(b) the Company Disclosure Letter sets forth a true and complete list, as of the date hereof, of all of the real property leased by Company or any of the Company Subsidiaries for which the annual rental value exceeds $5,000,000 pursuant to a Real Property Lease (the “Company Leased Real Property” and, together with the Company Owned Real Property, the “Company Real Property”). Except in respects that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, with respect to the Company Leased Real Property and each Real Property Lease: (i) each Real Property Lease is in full force and effect, and the Company or a Company Subsidiary holds a valid and existing leasehold interest under each Real Property Lease; (ii) the possession and quiet use and enjoyment of the Company Leased Real Property under such Real Property Lease has not been disturbed and there are no disputes with respect to any such Real Property Lease; (iii) none of the Company or any Company Subsidiary has given or received any written notice of default pursuant to any such Real Property Lease; (iv) none of the Company or any Company Subsidiary or, to the Knowledge of the Company, any other party to such Real Property Lease, is in breach or violation of, or in default under, such Real Property Lease, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach, violation or default, or permit the termination, modification or acceleration of rent under such Real Property Lease on the part of the Company or any Company Subsidiary, nor, to the Knowledge of the Company, on the part of the other party thereto; (v) no security deposit or portion thereof deposited with respect to such Real Property Lease has been applied in respect of a breach or default under such Real Property Lease which has not been re-deposited in full; (vi) neither the Company nor any Company Subsidiary owes, or will owe in the future based on arrangements currently in existence, any brokerage commissions or finder’s fees with respect to any Real Property Lease; (vii) none of the Company or any Company Subsidiary has collaterally assigned or granted any other security interest in such Real Property Lease or any interest therein, other than Permitted Liens; (viii) there are no Liens on the estate or interest created by such Real Property Lease, other than Permitted Liens; and (ix) none of the Company or any Company Subsidiary has subleased, licensed or otherwise granted any person the right to use or occupy any Company Leased Real Property or any portion thereof.

Properties. (a) Section 4.15(aSubject to the immediately succeeding sentence, Part 4.6(a) of the Company Parent Disclosure Letter sets forth a true and complete list, Schedule lists the common street address for all real property owned by the Parent Companies in fee as of the date hereof, of all of the real property owned in fee simple by the Company or any of the Company Subsidiaries hereof (the “Company Parent Owned Real Property”)) and sets forth the Subsidiary owning such Parent Owned Real Property. Except in respects thatas would not, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Parent Material Adverse Effect, either the Company or the Company Subsidiaries: (i) has Parent Companies have good and valid fee simple title to all Parent Owned Real Property, in each case free and clear of all Liens except for Parent Permitted Liens. (b) Subject to the immediately succeeding sentence, Part 4.6(b) of the Parent Disclosure Schedule lists the common street address for all real property in which a Parent Company Owned holds a ground lease interest in any real property (the “Parent Ground Leased Real Property”), each ground lease (or ground sublease) with a Third Party pursuant to which any Parent Company is a lessee (or sublessee) as of the date hereof, including each amendment or guaranty related thereto (individually, a “Parent Ground Lease” and collectively, “Parent Ground Leases”) and the applicable Parent Company holding such leasehold interest. Except as would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect, the Parent Companies hold a good and valid leasehold interest in the Parent Ground Leased Real Property free and clear of all Liens except for Parent Permitted Liens. Accurate and complete copies of the Parent Ground Leases have been made available to the Company. (c) Except as would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect, to the Knowledge of Parent, as of the date hereof, none of the Parent Companies has received any written notice to the effect that any condemnation or rezoning proceedings are pending or threatened, with respect to any of the Parent Real Property. Except as would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect, the Parent Companies have good and marketable title to, or a valid and enforceable leasehold interest in, all material personal property held or used by them at the Parent Real Property, free and clear of all Liens other than Parent Permitted Liens; . (iid) Except as set forth in Parent Management Agreement Documents, no Parent Company is in sole and exclusive possession of the Company Owned Real Property and there are no leases, licenses, occupancy agreements or a party to any other similar arrangement (the “Real Property Leases”) material agreement pursuant to which any third party is granted the right to use any Company Owned Real Property, a Person other than Permitted Liens; (iii) has sufficient right a Parent Company manages or manages the development of ingress and egress to any of the Company Owned Parent Real Property in all material respects and enjoys peaceful and quiet possession thereof; and (iv) there are no outstanding options that is not terminable without cost or rights of first offer or refusal to purchase penalty by the Company Owned Real PropertyParent Companies within 30 days. (be) Section 4.15(bExcept as set forth on Part 4.6(e) of the Company Parent Disclosure Letter sets forth a true and complete listSchedule, as of the date hereof, of all of the (i) no Parent Company has exercised any Parent Transfer Right with respect to any real property leased by Company or any Person in an amount in excess of the Company Subsidiaries for which the annual rental value exceeds $5,000,000 pursuant to a Real Property Lease (the “Company Leased Real Property” and, together with the Company Owned Real Property, the “Company Real Property”). Except in respects that1,000,000, individually or in the aggregate, have which transaction has not had yet been consummated and (ii) no Third Party has exercised in writing any Parent Transfer Right with respect to any Parent Subsidiary or Parent Real Property, which transaction has not yet been consummated. (f) Part 4.6(f) of the Parent Disclosure Schedule lists each real property or leasehold interest in any ground lease (or sublease) conveyed, transferred, assigned or otherwise disposed of by any Parent Company since January 1, 2014, except for easements or similar interests. Other than as set forth in Part 4.6(f) of the Parent Disclosure Schedule, to the Knowledge of Parent, as of the date hereof, no Parent Company has received any written notice of any outstanding claims under any Parent Prior Sale Agreements which would not reasonably be expected to result in liability to any Parent Company in an amount, in the aggregate, in excess of $500,000. To the Parent’s Knowledge, none of the Parent Companies has received any written notice of any outstanding violation of any Law, including zoning regulation or ordinance, building or similar law, code, ordinance, order or regulation, for any Parent Real Property, in each case which has had, or would, individually or in the aggregate, reasonably be expected to have a Company Parent Material Adverse Effect, with respect to the Company Leased Real Property and each Real Property Lease: (i) each Real Property Lease is in full force and effect, and the Company or a Company Subsidiary holds a valid and existing leasehold interest under each Real Property Lease; (ii) the possession and quiet use and enjoyment of the Company Leased Real Property under such Real Property Lease has not been disturbed and there are no disputes with respect to any such Real Property Lease; (iii) none of the Company or any Company Subsidiary has given or received any written notice of default pursuant to any such Real Property Lease; (iv) none of the Company or any Company Subsidiary or, to the Knowledge of the Company, any other party to such Real Property Lease, is in breach or violation of, or in default under, such Real Property Lease, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach, violation or default, or permit the termination, modification or acceleration of rent under such Real Property Lease on the part of the Company or any Company Subsidiary, nor, to the Knowledge of the Company, on the part of the other party thereto; (v) no security deposit or portion thereof deposited with respect to such Real Property Lease has been applied in respect of a breach or default under such Real Property Lease which has not been re-deposited in full; (vi) neither the Company nor any Company Subsidiary owes, or will owe in the future based on arrangements currently in existence, any brokerage commissions or finder’s fees with respect to any Real Property Lease; (vii) none of the Company or any Company Subsidiary has collaterally assigned or granted any other security interest in such Real Property Lease or any interest therein, other than Permitted Liens; (viii) there are no Liens on the estate or interest created by such Real Property Lease, other than Permitted Liens; and (ix) none of the Company or any Company Subsidiary has subleased, licensed or otherwise granted any person the right to use or occupy any Company Leased Real Property or any portion thereof.

Properties. Except for matters that would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect: (a) Section 4.15(a) of the Company Disclosure Letter sets forth a true and complete list, as of the date hereof, of all of With respect to the real property owned in fee simple by the Company or any of the Company its Subsidiaries (the “Company Owned Real Property”). Except in respects that, individually or in as of the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effectdate of this Agreement, either the Company or a Subsidiary of the Company Subsidiaries: (i) has good and valid fee simple title to all of the such Company Owned Real Property, free and clear of all Liens other than any Permitted Liens; (ii) is in sole and exclusive possession of the Company Owned Real Property and there are no leases, licenses, occupancy agreements or any other similar arrangement (the “Real Property Leases”) pursuant to which any third party is granted the right to use any Company Owned Real Property, other than Permitted Liens; (iii) has sufficient right of ingress and egress to the Company Owned Real Property in all material respects and enjoys peaceful and quiet possession thereof; and (iv) there are no outstanding options or rights of first offer or refusal to purchase the Company Owned Real Property. (b) Section 4.15(b) the Company Disclosure Letter sets forth a true and complete list, as As of the date hereofof this Agreement, of all either the Company or a Subsidiary of the real property leased by Company has a good and valid leasehold interest in each lease, sublease and other agreement under which the Company or any of its Subsidiaries uses or occupies or has the Company Subsidiaries for which the annual rental value exceeds $5,000,000 pursuant right to use or occupy any real property (such property subject to a Real Property Lease (lease, sublease or other agreement, the “Company Leased Real Property,” andand such leases, together with the Company Owned Real Propertysubleases and other agreements are, collectively, the “Company Real PropertyProperty Leases”), in each case, free and clear of all Liens other than any Permitted Liens. Except in respects thatSection 3.15(b) of the Company Letter sets forth a true, individually or in the aggregate, have not had complete and would not reasonably be expected to have a Company Material Adverse Effect, with respect to the correct list of all material Company Leased Real Property as of the date of this Agreement. A true and complete copy of each Company Real Property Lease as of the date of this Agreement related to each material Company Leased Real Property as set forth in Section 3.15(b) of the Company Letter has been made available to Parent and Buyer or publicly filed with the SEC prior to the date of this Agreement. Each Company Real Property Lease is, as of the date of this Agreement, a valid, binding and enforceable obligation of the Company or its applicable Subsidiary that is party thereto, and, to the knowledge of the Company, of the other party or parties thereto, in accordance with its terms in all respects, subject to the Enforceability Exceptions, and each Real Property Lease: (i) each Company Real Property Lease is in full force and effect, and . Neither the Company or a Company nor its applicable Subsidiary holds a valid and existing leasehold interest under each Real Property Lease; (ii) the possession and quiet use and enjoyment of the Company Leased Real Property under such Real Property Lease has not been disturbed and there are no disputes with respect to any such Real Property Lease; (iii) none of the Company or any Company Subsidiary has given or received any written notice of default pursuant to any such Real Property Lease; (iv) none of the Company or any Company Subsidiary ornor, to the Knowledge knowledge of the Company, any other party to such thereto, is, as of the date of this Agreement, in breach or default under any Company Real Property Lease. To the knowledge of the Company, is in breach or violation ofas of the date of this Agreement, or in default under, such Real Property Lease, and no event has occurred or circumstance exists which, with the delivery giving of notice, the passage of time time, or both, would constitute such a breach, violation or default, or permit the termination, modification or acceleration of rent under such Real Property Lease on the part of the Company or any Company Subsidiary, nor, to the Knowledge of the Company, on the part of the other party thereto; (v) no security deposit or portion thereof deposited with respect to such Real Property Lease has been applied in respect of a breach or default under any such Company Real Property Lease which has not been re-deposited in full; Lease. (vic) neither Neither the Company nor any of its Subsidiaries has, from December 31, 2014 to the date of this Agreement, received notice of the existence of any outstanding Order or of any pending Action, and, to the knowledge of the Company, there is, as of the date of this Agreement, no such Order or Action threatened, relating to the ownership, lease, use, occupancy or operation by the Company Subsidiary owes, or will owe in the future based on arrangements currently in existence, any brokerage commissions or finder’s fees with respect to any Real Property Lease; (vii) none its Subsidiaries of the Company or any Company Subsidiary has collaterally assigned or granted any other security interest in such Owned Real Property Lease or any interest therein, other than Permitted Liens; (viii) there are no Liens on the estate or interest created by such Real Property Lease, other than Permitted Liens; and (ix) none of the Company or any Company Subsidiary has subleased, licensed or otherwise granted any person the right to use or occupy any Company Leased Real Property or any portion thereofProperty.

Properties. (a) Section 4.15(a) of the Company Disclosure Letter sets forth a true and complete list, as As of the date hereofof this Agreementthe First Amendment Effective Date, Schedule 3.05 sets forth the address of each parcel of real property that is owned by or leased to any Loan Party. Each of such leases and subleases is valid and enforceable in accordance with its terms and is in full force and effect, and no default by any party to any such lease or sublease exists (after giving effect to any applicable notice requirement or grace period) except to the extent any such failure of such leases to be in full force and effect, or any default, could not reasonably be expected, either individually or in the aggregate, to result in a Material Adverse Effect. Each of the Loan Parties and each of its Subsidiaries has good and indefeasible title to, or valid leasehold interests in, all of its real and personal property, except to the extent free of all Liens other than those permitted by Section 6.02. To the Loan Parties’ knowledge, no holding, injunction, decision or judgment has been rendered by any Governmental Authority and none of the real property Loan Parties or any of their respective Subsidiaries has entered into any settlement stipulation or other agreement (except license agreements in the ordinary course of business) which would cancel the validity of the Loan Parties’ or any of their Subsidiaries’ rights in any Intellectual Property owned in fee simple by the Company or any of the Company its Subsidiaries (the “Company Owned Real Borrower Intellectual Property”)) in any respect that would reasonably be expected to have a Material Adverse Effect. Except To the Loan Parties’ knowledge, no pending claim has been asserted or threatened in respects thatwriting by any Person challenging the use by the Company or any of its Subsidiaries of any Borrower Intellectual Property or the validity of any Borrower Intellectual Property, individually except in each case as would not reasonably be expected to result inhave a Material Adverse Effect. To the Loan Parties’ knowledge, the use of any Borrower Intellectual Property by the Company or its Subsidiaries does not infringe on the rights of any other Person in a manner that would reasonably be expected to have a Material Adverse Effect, free of all Liens other than those permitted by Section 6.02. The Company and its Subsidiaries have taken all commercially reasonable actions that in the aggregateexercise of their reasonable business judgment should be taken to protect the Borrower Intellectual Property, have not had and including Borrower Intellectual Property that is confidential in nature, except where the failure to do so would not reasonably be expected to have a Company Material Adverse Effect, either the Company or the Company Subsidiaries: (i) has good and valid fee simple title to all of the Company Owned Real Property, free and clear of all Liens other than Permitted Liens; (ii) is in sole and exclusive possession of the Company Owned Real Property and there are no leases, licenses, occupancy agreements or any other similar arrangement (the “Real Property Leases”) pursuant to which any third party is granted the right to use any Company Owned Real Property, other than Permitted Liens; (iii) has sufficient right of ingress and egress to the Company Owned Real Property in all material respects and enjoys peaceful and quiet possession thereof; and (iv) there are no outstanding options or rights of first offer or refusal to purchase the Company Owned Real Property. (b) Section 4.15(b) the Company Disclosure Letter sets forth a true Each Loan Party and complete listeach Subsidiary owns, or is validly licensed to use, all Material Intellectual Property used in, or necessary to conduct, its business as of the date hereofcurrently conducted, of all of the real property leased by Company or any of the Company Subsidiaries for which the annual rental value exceeds $5,000,000 pursuant to a Real Property Lease (the “Company Leased Real Property” and, together with the Company Owned Real Property, the “Company Real Property”). Except in respects that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, with respect to the Company Leased Real Property and knowledge of each Real Property Lease: (i) each Real Property Lease is in full force and effectLoan Party, and the Company use thereof byconduct of each Loan Party and each Subsidiary of its business does not infringe in any material respect upon the intellectual property, misappropriate or a Company Subsidiary holds a valid otherwise violate, and existing leasehold interest under each Real Property Lease; (ii) the possession and quiet use and enjoyment of the Company Leased Real Property under such Real Property Lease has not been disturbed and there are no disputes with respect to any such Real infringed, misappropriated or otherwise violated, the Intellectual Property Lease; (iii) none rights of the Company or any Company Subsidiary has given or received any written notice of default pursuant to any such Real Property Lease; (iv) none of the Company or any Company Subsidiary or, to the Knowledge of the Company, any other party to such Real Property Lease, is in breach or violation of, or in default under, such Real Property Lease, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach, violation or default, or permit the termination, modification or acceleration of rent under such Real Property Lease on the part of the Company or any Company Subsidiary, nor, to the Knowledge of the Company, on the part of the other party thereto; (v) no security deposit or portion thereof deposited with respect to such Real Property Lease has been applied in respect of a breach or default under such Real Property Lease which has not been re-deposited in full; (vi) neither the Company nor any Company Subsidiary owes, or will owe in the future based on arrangements currently in existence, any brokerage commissions or finder’s fees with respect to any Real Property Lease; (vii) none of the Company or any Company Subsidiary has collaterally assigned or granted any other security interest in such Real Property Lease or any interest therein, other than Permitted Liens; (viii) there are no Liens on the estate or interest created by such Real Property Lease, other than Permitted Liens; and (ix) none of the Company or any Company Subsidiary has subleased, licensed or otherwise granted any person the right to use or occupy any Company Leased Real Property or any portion thereofPerson.

Properties. (a) Section 4.15(a3.12(a) of the Company Disclosure Letter sets forth Schedule contains a true and complete list, as of the date hereof, list of all of the real property owned in fee simple by the Company or any of the Company its Subsidiaries (collectively, the “Company Owned Real Property”) and, for each Owned Real Property, identifies the street address thereof. The Shareholders have made available to the Purchaser correct and complete copies of the most recent deeds, title reports and title policies in its possession as of the date hereof with respect to the Owned Real Property (b) Section 3.12(b) of the Company Disclosure Schedule contains a true and complete list of all material real property leased or subleased by the Company or any of its Subsidiaries (collectively, including the improvements thereon, the “Leased Real Property”), and for each Leased Real Property, identifies the street address of such Leased Real Property. Correct and complete copies of all Contracts pursuant to which the Company or any of its Subsidiaries occupies or uses any material Leased Real Property (“Real Property Leases”) that have not been terminated or expired as of the date hereof have been made available to the Purchaser. (c) Except in respects thatas would not reasonably be expected, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, either the Company or the Company Subsidiaries: (i) has and/or its Subsidiaries have good and valid marketable fee simple title to all Owned Real Property and valid leasehold estates in all Leased Real Property, in each case free and clear of all Liens, except Permitted Liens. (d) Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, other than the Real Property Leases, none of the Owned Real Property or the Leased Real Property is subject to any lease, sublease, license or other agreement granting to any other Person any right to the use, occupancy or enjoyment of such Owned Real Property or Leased Real Property or any part thereof. (e) Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, each Real Property Lease is in full force and effect and constitutes the valid and legally binding obligation of the Company or its Subsidiaries, enforceable in accordance with its terms (subject to the Bankruptcy and Equity Exception), and there is no material default under any Real Property Lease either by the Company or its Subsidiaries party thereto or, to the Knowledge of the Company, by any other party thereto. (f) Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, there does not exist any pending condemnation or eminent domain proceedings that affect any Owned Real Property or, to the Knowledge of the Company, any such proceedings that affect any Leased Real Property or, to the Knowledge of the Company, any threatened condemnation or eminent domain proceedings that affect any Owned Real Property or Leased Real Property, and neither the Company nor its Subsidiaries have received any written notice of the intention of any Governmental Authority or other Person to take or use any Owned Real Property or Leased Real Property. (g) The Company and its Subsidiaries have (i) valid leasehold interests in (in the case of leasehold interests in personal property) or (ii) good title to (in the case of all other personal property), all of the personal property used or held for use by them in their respective businesses, free and clear of all Liens other than Permitted Liens; (ii) . All of such tangible personal property is in sole good condition and exclusive possession repair, ordinary wear and tear excepted, and is usable in the ordinary course of business of the Company Owned Real Property and there are no leases, licenses, occupancy agreements or any other similar arrangement (its Subsidiaries as conducted on the “Real Property Leases”) pursuant to which any third party is granted the right to use any Company Owned Real Property, other than Permitted Liens; (iii) has sufficient right of ingress and egress to the Company Owned Real Property in all material respects and enjoys peaceful and quiet possession thereof; and (iv) there are no outstanding options or rights of first offer or refusal to purchase the Company Owned Real Propertydate hereof. (bh) Section 4.15(b) the Company Disclosure Letter sets forth a true and complete list, Except as of the date hereof, of all of the real property leased by Company or any of the Company Subsidiaries for which the annual rental value exceeds $5,000,000 pursuant to a Real Property Lease (the “Company Leased Real Property” and, together with the Company Owned Real Property, the “Company Real Property”). Except in respects thatwould not reasonably be expected, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, with respect to the personal property of the Company Leased and its Subsidiaries (including all tangible and intangible personal property, whether owned, leased or licensed), together with the Owned Real Property and each the Leased Real Property Lease: (i) each Real Property Lease is in full force and effectProperty, and the Company or a Company Subsidiary holds a valid and existing leasehold interest under each Real Property Lease; (ii) the possession and quiet use and enjoyment include all of the Company Leased Real Property under such Real Property Lease has not been disturbed assets, properties and there are no disputes with respect to any such Real Property Lease; (iii) none rights of every type and description used by the Company or any Company Subsidiary has given of its Subsidiaries or received any written notice of default pursuant to any such Real Property Lease; (iv) none of the Company or any Company Subsidiary or, to the Knowledge of the Company, any other party to such Real Property Lease, is in breach or violation of, or in default under, such Real Property Lease, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach, violation or default, or permit the termination, modification or acceleration of rent under such Real Property Lease on the part of the Company or any Company Subsidiary, nor, to the Knowledge of the Company, on the part of the other party thereto; (v) no security deposit or portion thereof deposited with respect to such Real Property Lease has been applied in respect of a breach or default under such Real Property Lease which has not been re-deposited in full; (vi) neither the Company nor any Company Subsidiary owes, or will owe in the future based on arrangements currently in existence, any brokerage commissions or finder’s fees with respect to any Real Property Lease; (vii) none of the Company or any Company Subsidiary has collaterally assigned or granted any other security interest in such Real Property Lease or any interest therein, other than Permitted Liens; (viii) there are no Liens on the estate or interest created by such Real Property Lease, other than Permitted Liens; and (ix) none of the Company or any Company Subsidiary has subleased, licensed or otherwise granted any person the right to use or occupy any Company Leased Real Property or any portion thereoftheir respective business.

Properties. (a) Neither the Company nor any of its Subsidiaries owns any real property nor owns, holds, has granted or is obligated under any option, right of first offer, right of first refusal or other contractual right to acquire or sell or dispose of any real property, except as has not had, and could not reasonably be expected to have, a Material Adverse Effect. (b) Section 4.15(a3.17(b) of the Company Disclosure Letter sets forth a true true, correct and complete list, as of the date hereof, list of all of leases, subleases, licenses and occupancy agreements and all modifications, and amendments thereto, under which any Acquired Company uses or occupies or has the right to use or occupy, now or in the future, any material real property (collectively, the “Real Property Leases,” with the real property owned in fee simple by leased under the Company or any of the Company Subsidiaries (Real Property Leases being collectively referred to as the “Company Owned Leased Real Property”). Except The Company made available to Parent in respects the Data Room true, correct and complete copies of all Real Property Leases. Each Real Property Lease is valid, binding and in full force and effect, except in each case for such failures to be valid and binding or to be in full force and effect that, individually or in the aggregate, have not had had, and would could not reasonably be expected to have have, a Company Material Adverse Effect, either the Company or the Company Subsidiaries: (i) has good and valid fee simple title to all of the Company Owned Real Property, free and clear of all Liens other than Permitted Liens; (ii) is in sole and exclusive possession of the Company Owned Real Property and there are no leases, licenses, occupancy agreements or any other similar arrangement (the “Real Property Leases”) pursuant to which any third party is granted the right to use any Company Owned Real Property, other than Permitted Liens; (iii) has sufficient right of ingress and egress to the Company Owned Real Property in all material respects and enjoys peaceful and quiet possession thereof; and (iv) there are no outstanding options or rights of first offer or refusal to purchase the Company Owned Real Property. (b) Section 4.15(b) the Company Disclosure Letter sets forth a true and complete list, as of the date hereof, of all of the real property leased by Company or any of the Company Subsidiaries for which the annual rental value exceeds $5,000,000 pursuant to a Real Property Lease (the “Company Leased Real Property” and, together with the Company Owned Real Property, the “Company Real Property”). Except in respects thatExcept, individually or in the aggregate, have as has not had had, and would could not reasonably be expected to have have, a Company Material Adverse Effect, with respect no termination event or condition or uncured default of a material nature on the part of any Acquired Company or, to the knowledge of the Company, the landlord thereunder exists under any Real Property Lease. Each Acquired Company has a good and valid leasehold interest in each parcel of Leased Real Property free and each Real Property Leaseclear of all Liens, except: (i) each Real Property Lease is statutory ad valorem and real estate Tax Liens that are not yet delinquent or being contested in full force and effect, and the Company or a Company Subsidiary holds a valid and existing leasehold interest under each Real Property Leasegood faith by appropriate proceedings; (ii) applicable Laws, including building, zoning and land use Laws, ordinances and regulations regulating the possession and quiet use and enjoyment of the Company Leased Real Property under such which are not violated in any material respect by the ordinary course of business currently existing on the Leased Real Property Lease has not been disturbed and there are no disputes with respect to any such Real Property LeaseProperty; (iii) none Liens, encumbrances, easements, rights of way, restrictions, covenants or other similar matters or matters that would be shown by a survey of the underlying real property that are not material in amount or do not materially detract from the value or materially impair the existing use of the Leased Real Property; (iv) Liens not created by the Company or any Company Subsidiary has given of its Subsidiaries that affect the underlying fee interest of any Leased Real Property; and (v) statutory Liens of landlords and Liens of carriers, mechanics, materialmen in each case arising or received incurred in the ordinary course of business (collectively, “Permitted Liens”). The Leased Real Property is sufficient to conduct the businesses of the Acquired Companies as now conducted. (c) To the Company’s knowledge, neither the whole nor any written notice part of default pursuant the Leased Real Property is subject to any such Real Property Lease; (iv) none of the Company pending suit for condemnation or other taking by any Company Subsidiary orpublic authority, and, to the Knowledge knowledge of the Company, any no such condemnation or other party to such Real Property Lease, taking is in breach threatened or violation of, or in default under, such Real Property Lease, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach, violation or default, or permit the termination, modification or acceleration of rent under such Real Property Lease on the part of the Company or any Company Subsidiary, nor, to the Knowledge of the Company, on the part of the other party thereto; (v) no security deposit or portion thereof deposited with respect to such Real Property Lease has been applied in respect of a breach or default under such Real Property Lease which has not been re-deposited in full; (vi) neither the Company nor any Company Subsidiary owes, or will owe in the future based on arrangements currently in existence, any brokerage commissions or finder’s fees with respect to any Real Property Lease; (vii) none of the Company or any Company Subsidiary has collaterally assigned or granted any other security interest in such Real Property Lease or any interest therein, other than Permitted Liens; (viii) there are no Liens on the estate or interest created by such Real Property Lease, other than Permitted Liens; and (ix) none of the Company or any Company Subsidiary has subleased, licensed or otherwise granted any person the right to use or occupy any Company Leased Real Property or any portion thereofcontemplated.

Properties. (a) Section 4.15(a) of the The Company Disclosure Letter sets forth Schedule contains a true complete and complete list, as of the date hereof, accurate listing of all of the real property owned in fee simple by the Company or any of the Company and its Subsidiaries (the “"Company Owned Real Property”"). Except in respects that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, either the The Company or the Company Subsidiaries: (i) a Subsidiary thereof has good good, valid and valid fee simple marketable title to all of the Company Owned Real PropertyProperty and all of their other material properties and assets, in each case free and clear of all Liens, except (A) imperfections of title and encumbrances that are not material in character, amount or extent and that do not, in any material respect, detract from the value of, or, in any material respect, interfere with the present use of, such properties or assets, (B) Liens for Taxes not yet due and payable or being contested in good faith by appropriate proceedings, (C) statutory or common law Liens under leases or rental agreements which are confined to the premises or property leased or rented, (D) deposits or pledges made in connection with, or to secure payment of, worker's compensation, unemployment insurance or old age pension programs mandated under applicable Law, (E) statutory or common law Liens in favor of carriers, warehousemen, mechanics and materialmen and other than Permitted Liens; statutory or common law Liens to secure claims for labor, materials or supplies, (iiF) is purchase money security interests incurred in sole connection with the purchase of property or assets that are reflected in the financial statements included in the SEC Documents filed prior to the date of this Agreement that are limited to the property or assets so acquired, and exclusive possession of the (G) with respect to Company Owned Real Property and there are no leasesonly, licenses, occupancy agreements or any other similar arrangement (the “Real Property Leases”) pursuant to which any third party is granted the right to use any Company Owned Real Property, other than Permitted Liens; (iii) has sufficient right of ingress and egress to the Company Owned Real Property Liens reflected in all material respects and enjoys peaceful and quiet possession thereof; and (iv) there are no outstanding options or rights of first offer or refusal to purchase the Company Owned Real Property. (b) Section 4.15(b) the Company Disclosure Letter sets forth a true and complete list, as of the date hereof, of all of the real property leased by Company or any of the Company Subsidiaries for which the annual rental value exceeds $5,000,000 pursuant to a Real Property Lease (the “Company Leased Real Property” and, together with the Company Owned Real Property, the “Company Real Property”)title records. Except in respects thatas does not have and would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company or one of its Subsidiaries has a good and valid leasehold interest in each parcel of real property leased by the Company or any of its Subsidiaries (the "Company Leased Property"). Except as does not have not had and would not reasonably be expected to have have, individually or in the aggregate, a Company Material Adverse Effect, with respect (A) the Company or one of its Subsidiaries has the right to use and occupancy of the Company Leased Real Property and each Real Property Lease: for the full term of the lease or sublease relating thereto, (iB) each Real Property Lease such lease or sublease is a legal, valid and binding agreement, enforceable in full force and effectaccordance with its terms, and of the Company or a Company Subsidiary holds a valid thereof and existing leasehold interest under each Real Property Lease; (ii) the possession and quiet use and enjoyment of the Company Leased Real Property under such Real Property Lease has not been disturbed other parties thereto, and there are no disputes with respect to any such Real Property Lease; (iii) none of is no, nor has the Company or any Company Subsidiary has given or of its Subsidiaries received any written notice of default pursuant to any such Real Property Lease; (iv) none of the Company or any Company Subsidiary or, to the Knowledge of the Companyof, any other party to such Real Property Lease, is in breach or violation of, or in material default under, such Real Property Leasethereunder, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach, violation or default, or permit the termination, modification or acceleration of rent under such Real Property Lease on the part of the Company or any Company Subsidiary, nor, to the Knowledge of the Company, on the part of the other party thereto; (v) no security deposit or portion thereof deposited with respect to such Real Property Lease has been applied in respect of a breach or default under such Real Property Lease which has not been re-deposited in full; (viC) neither the Company nor any Company Subsidiary owes, of its Subsidiaries has assigned its interest under any such lease or will owe in the future based on arrangements currently in existence, sublease or sublet any brokerage commissions or finder’s fees with respect to any Real Property Lease; (vii) none part of the Company or any Company Subsidiary has collaterally assigned or granted any other security interest in such Real Property Lease or any interest therein, other than Permitted Liens; (viii) there are no Liens on the estate or interest created by such Real Property Lease, other than Permitted Liens; and (ix) none of the Company or any Company Subsidiary has subleased, licensed or otherwise granted any person the right to use or occupy any Company Leased Real Property or any portion thereofpremises covered thereby.

Properties. (a) Section 4.15(a3.13(a) of the Company Disclosure Letter sets Schedule identifies: (i) all real properties (by name and location) owned by the Company or its Subsidiaries (the "Company Owned Property") as of the date hereof, which are all of the real properties owned by them as of the date hereof; and (ii) all real properties leased or operated by the Company or its Subsidiaries as lessee (the "Company Leased Property") as of the date hereof, which are all of the real properties so leased or operated by them. The Company Owned Property and the Company Leased Property is referred to herein collectively as the "Company Real Property." (b) The Company and its Subsidiaries have obtained title insurance policies for the Company Real Property listed in Section 3.13(b) of the Company Disclosure Schedule, and no material claims have been made against any such policies by an insured party thereunder. With respect to the Company Real Property not listed in Section 3.13(b) of the Company Disclosure Schedule, the Company or its Subsidiaries has valid title to the Company Owned Property, and a valid leasehold interest in the Company Leased Property, sufficient to allow each of the Company and its Subsidiaries to conduct their business as and where currently conducted. Each Company Real Property is not subject to any Encumbrances, except for any Permitted Encumbrances. (c) Except as set forth on Section 3.13(c) of the Company Disclosure Schedule or as disclosed in the Company SEC Reports, the Company Real Property is not encumbered by any debt. (d) To the Company's Knowledge, all (i) certificates, permits or licenses from any Governmental Entity having jurisdiction over any Company Real Property and (ii) agreements, easements or other rights, necessary to permit the lawful use and operation of the buildings and improvements on any of the Company Real Property or to permit the lawful use and operation of all driveways, roads, and other means of egress and ingress to and from any Company Real Property have been obtained and are in full force and effect, except where the failure to obtain or maintain the same would not cause a Company Material Adverse Effect, and there is no pending threat of modification or cancellation of the same. No Company Real Property is located outside of the United States and neither the Company nor any of its Subsidiaries conducts its business of owning, leasing or operating properties outside of the United States. All work to be performed, payments to be made and financial undertakings required to be taken by the Company or its Subsidiaries prior to the date hereof pursuant to any agreement entered into with a Governmental Entity in connection with a site approval, zoning reclassification or other similar action relating to a Company Real Property has been paid or undertaken, as the case may be, except where the failure to pay such amount or undertake such action would not cause a Company Material Adverse Effect. (e) Neither the Company nor any of its Subsidiaries has received since January 1, 1999 any written notice of any violation of any federal, state or municipal law, ordinance, order, regulation or requirement affecting any portion of any Company Real Property issued by any Governmental Entity which would cause a Company Material Adverse Effect. Since January 1, 1999, neither the Company nor any of its Subsidiaries has received any written notice from any Governmental Entity with jurisdiction over the Company or any such Subsidiaries to the effect that (i) any condemnation or rezoning proceedings are pending or threatened with respect to any Company Real Property or (ii) any zoning, building or similar law, code, ordinance or regulation is being violated by the maintenance, operation or use of any buildings or other improvements on any Company Real Property or by the maintenance, operation or use of the parking areas, except where any such written notice of such a proceeding or violation would not, individually or in the aggregate, cause a Company Material Adverse Effect. (f) Except as would not cause, individually or in the aggregate, a Company Material Adverse Effect and except as set forth in Section 3.13(f) of the Company Disclosure Schedule, to the Company's Knowledge, (i) there are no structural defects relating to any Company Real Property, (ii) there is no Company Real Property whose building systems are not in working order in any material respect (ordinary wear and tear excepted), (iii) there is no uninsured physical damage to any Company Real Property in an amount in excess of $150,000 with respect to any individual property, except for the payment by the Company of a deductible under the applicable insurance policy, and (iv) there is no current renovation or restoration to any Company Real Property the remaining cost of which exceeds $150,000 with respect to any individual property. (g) True and correct copies of the Company Leases as amended as of the date hereof have been delivered to, or made available for review by, Parent. Section 3.13(g) of the Company Disclosure Schedule lists the following information with respect to the Company Leases: (i) the name of the lessee; (ii) the expiration date of the Company Lease; and (iii) the amount (or method of determining the amount) of minimum monthly base rentals due under each Company Lease. (h) The Company has delivered to Parent a copy of their respective aging of accounts receivable as of September 30, 2002, which copy is true and complete listcorrect in all material respects. Except as set forth in Section 3.13(h) of the Company Disclosure Schedule, as of the date hereof, of all of the real property owned in fee simple by neither the Company or nor any of the its Subsidiaries has delivered written notice to any tenant under any Company Subsidiaries (the “Company Owned Real Property”). Except Lease, alleging that such tenant is in respects thatdefault thereunder, other than with respect to defaults that have been cured or waived or which would not, individually or in the aggregate, have not had and would not reasonably be expected to have cause a Company Material Adverse Effect. (i) There are no agreements, either written or oral, between the Company or any of its Subsidiaries and any other Person relating to the Company Subsidiaries: (i) has good use and valid fee simple title to all occupancy of the Company Owned Real Property, free and clear of all Liens Property by a Person other than Permitted Liens; (iithe Company or any of its Subsidiaries other than the Company Leases. Except as set forth in Section 3.13(i) is in sole and exclusive possession of the Company Owned Real Property and there are no leases, licenses, occupancy agreements or any other similar arrangement (the “Real Property Leases”) pursuant to which any third party is granted the right to use any Company Owned Real Property, other than Permitted Liens; (iii) has sufficient right of ingress and egress to the Company Owned Real Property in all material respects and enjoys peaceful and quiet possession thereof; and (iv) there are no outstanding options or rights of first offer or refusal to purchase the Company Owned Real Property. (b) Section 4.15(b) the Company Disclosure Letter sets forth a true and complete listSchedule, as of the date hereof, of all of no defaults (unless subsequently cured) by the real property leased Company or its Subsidiaries have been alleged in writing by the lessees (and received by the Company or any of the Company Subsidiaries for which the annual rental value exceeds $5,000,000 pursuant to a Real Property Lease (the “Company Leased Real Property” and, together with the Company Owned Real Property, the “Company Real Property”). Except in respects that, individually or in the aggregate, its Subsidiaries) thereunder that have not had and would not reasonably be expected to have a Company Material Adverse Effect, with respect to the Company Leased Real Property and each Real Property Lease: (i) each Real Property Lease is been cured in full force and effect, and the Company or a Company Subsidiary holds a valid and existing leasehold interest under each Real Property Lease; (ii) the possession and quiet use and enjoyment of the Company Leased Real Property under such Real Property Lease has not been disturbed and there are no disputes with respect to any such Real Property Lease; (iii) none of the Company or any Company Subsidiary has given or received any written notice of default pursuant to any such Real Property Lease; (iv) none of the Company or any Company Subsidiary orall material respects and, to the Knowledge of the Company, any other party to such Real Property Lease, is in breach or violation of, or in default under, such Real Property Lease, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach, violation or default, or permit the termination, modification or acceleration of rent under such Real Property Lease on the part of the Company or any Company Subsidiary, nor, to the Knowledge of the Company, on the part of the other party thereto; (v) no security deposit or portion thereof deposited with respect to such Real Property Lease has been applied in respect of a breach or default under such Real Property Lease which has not been re-deposited in full; (vi) neither the Company nor any of its Subsidiaries is in default under any Company Subsidiary owesLease other than such defaults which would not, individually or will owe in the future based on arrangements currently in existenceaggregate, any brokerage commissions or finder’s fees with respect to any Real Property Lease; (vii) none of the cause a Company or any Company Subsidiary has collaterally assigned or granted any other security interest in such Real Property Lease or any interest therein, other than Permitted Liens; (viii) there are no Liens on the estate or interest created by such Real Property Lease, other than Permitted Liens; and (ix) none of the Company or any Company Subsidiary has subleased, licensed or otherwise granted any person the right to use or occupy any Company Leased Real Property or any portion thereofMaterial Adverse Effect.

Properties. (a) The Company does not own any real property. (b) Section 4.15(a3.10(b) of the Company Transferor Disclosure Letter Schedule sets forth a true and complete list, as of the date hereof, list by street address of all of the real property owned in fee simple that is leased, subleased or occupied pursuant to similar agreements by the Company or any of the Company Subsidiaries (together with all Rights-of-Way (as defined below), plants, buildings, structures, installations, fixtures, fittings, improvements, betterments and additions situated thereon, and all privileges and appurtenances thereto, the “Company Owned Leased Real Property” or the “Real Property”). Except in respects thatas set forth on Section 3.10(b) of the Transferor Disclosure Schedule, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, either the Company or has a valid and enforceable leasehold interest in each Lease free and clear of all Encumbrances other than Permitted Encumbrances. Except as set forth on Section 3.10(b) of the Transferor Disclosure Schedule, each Lease is in full force and effect and no Company party is in default thereunder. The Company has made available to the NGL Group Entities true, correct and complete copies of all Real Property Leases. Except as set forth on Section 3.10(b) of the Transferor Disclosure Schedule, all Leased Real Property is leased to the Company Subsidiaries: pursuant to written leases, the Company has not subleased any Leased Real Property, and there are no other parties occupying, or with a right to occupy the Leased Real Property. All facilities located on or comprising the Leased Real Property (i) have received all Permits required in connection with the operation thereof, (ii) have been operated and maintained in all material respects in accordance with all applicable Laws, (iii) are or may be supplied with utilities and other services reasonably necessary for the operation of such facilities, (iv) are in good condition and the systems located therein are in good working order and condition and (v) are located on such Leased Real Property and (unless expressly permitted to do so) do not encroach on any adjoining property owned by others or public rights of way. The Closing will not affect the enforceability against any Person of any Real Property Lease or the rights of the Company to the continued use and possession of the Leased Real Property for the conduct of its business. (c) The Leased Real Property constitutes all of the real property interests owned or leased by the Company and used in the conduct of the Business. All Equipment and Improvements used by the Company in the Business are located on the Leased Real Property. To the Knowledge of the Company, there are no facts or conditions affecting any of the Leased Real Property which would interfere with the use or occupancy of such Leased Real Property in the operation of the Business. (d) The Company has such consents, easements, rights-of-way, Permits or licenses from each Person (collectively, “Rights-of-Way”) as are sufficient to conduct the Business subject to the limitations contained in Section 3.10(d) of the Transferor Disclosure Schedule. The Company has fulfilled and performed all of its material obligations with respect to such Rights-of-Way and no event has occurred or is anticipated to occur that allows, or after notice or lapse of time would allow, revocation or termination thereof or would result in a default thereunder or any impairment of the rights of the holder of any such Rights-of-Way, and none of such Rights-of-Way contain any restriction that is materially burdensome to the Company. (e) Except as set forth on Section 3.10(e) of the Transferor Disclosure Schedule, the Company has good and valid fee simple title to all material items of tangible personal property used in or necessary for the operation of the Company Owned Real PropertyBusiness, free and clear of all Liens other than Permitted Liens; (ii) is in sole and exclusive possession of the Company Owned Real Property and there are no leases, licenses, occupancy agreements or any other similar arrangement (the “Real Property Leases”) pursuant to which any third party is granted the right to use any Company Owned Real Property, other than Permitted Liens; (iii) has sufficient right of ingress and egress to the Company Owned Real Property in all material respects and enjoys peaceful and quiet possession thereof; and (iv) there are no outstanding options or rights of first offer or refusal to purchase the Company Owned Real PropertyEncumbrances. (b) Section 4.15(b) the Company Disclosure Letter sets forth a true and complete list, as of the date hereof, of all of the real property leased by Company or any of the Company Subsidiaries for which the annual rental value exceeds $5,000,000 pursuant to a Real Property Lease (the “Company Leased Real Property” and, together with the Company Owned Real Property, the “Company Real Property”). Except in respects that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, with respect to the Company Leased Real Property and each Real Property Lease: (i) each Real Property Lease is in full force and effect, and the Company or a Company Subsidiary holds a valid and existing leasehold interest under each Real Property Lease; (ii) the possession and quiet use and enjoyment of the Company Leased Real Property under such Real Property Lease has not been disturbed and there are no disputes with respect to any such Real Property Lease; (iii) none of the Company or any Company Subsidiary has given or received any written notice of default pursuant to any such Real Property Lease; (iv) none of the Company or any Company Subsidiary or, to the Knowledge of the Company, any other party to such Real Property Lease, is in breach or violation of, or in default under, such Real Property Lease, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach, violation or default, or permit the termination, modification or acceleration of rent under such Real Property Lease on the part of the Company or any Company Subsidiary, nor, to the Knowledge of the Company, on the part of the other party thereto; (v) no security deposit or portion thereof deposited with respect to such Real Property Lease has been applied in respect of a breach or default under such Real Property Lease which has not been re-deposited in full; (vi) neither the Company nor any Company Subsidiary owes, or will owe in the future based on arrangements currently in existence, any brokerage commissions or finder’s fees with respect to any Real Property Lease; (vii) none of the Company or any Company Subsidiary has collaterally assigned or granted any other security interest in such Real Property Lease or any interest therein, other than Permitted Liens; (viii) there are no Liens on the estate or interest created by such Real Property Lease, other than Permitted Liens; and (ix) none of the Company or any Company Subsidiary has subleased, licensed or otherwise granted any person the right to use or occupy any Company Leased Real Property or any portion thereof.

Properties. (a) Section 4.15(aExcept (i) of the Company Disclosure Letter sets forth a true and complete list, as of the date hereof, of all of the real property owned in fee simple by the Company or any of the Company Subsidiaries (the “Company Owned Real Property”). Except in respects thatwould not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect and (ii) for Permitted Liens, the Company and its Subsidiaries have not had good title to, or valid leasehold or sublease interests in (or other comparable contract rights in or relating to), all tangible properties and assets reflected on the Company Balance Sheet or acquired after the Company Balance Sheet Date, except as have been disposed of since the Company Balance Sheet Date in the Ordinary Course. (b) Section 4.16(b) of the Company Disclosure Schedule sets forth a correct and complete list of all real property owned by the Company or any of its Subsidiaries as of the date of this Agreement (the “Owned Real Property”) that is material to the Company or any of its Subsidiaries. Except as would not reasonably be expected to have have, individually or in the aggregate, a Company Material Adverse Effect, either the Company or the Company Subsidiaries: (i) one of its Subsidiaries has good and valid fee simple title to all of the Company Owned Real Property, free and clear of all Liens other than Permitted Liens; (ii) is in sole and exclusive possession . As of the date of this Agreement, neither the Company nor any Subsidiary of the Company Owned Real Property and there are no leases, licenses, occupancy agreements or has received notice of any other similar arrangement (the “Real Property Leases”) pursuant to which any third party is granted the right to use any Company Owned Real Property, other than Permitted Liens; (iii) has sufficient right of ingress and egress to the Company Owned Real Property in all material respects and enjoys peaceful and quiet possession thereof; and (iv) there are no outstanding options or rights of first offer or refusal to purchase the Company Owned Real Property. (b) Section 4.15(b) the Company Disclosure Letter sets forth a true and complete list, as of the date hereof, of all of the real property leased by Company or any of the Company Subsidiaries for which the annual rental value exceeds $5,000,000 pursuant to a Real Property Lease (the “Company Leased Real Property” and, together with the Company Owned Real Property, the “Company Real Property”). Except in respects that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, with respect to the Company Leased Real Property and each Real Property Lease: (i) each Real Property Lease is in full force and effect, and the Company or a Company Subsidiary holds a valid and existing leasehold interest under each Real Property Lease; (ii) the possession and quiet use and enjoyment of the Company Leased Real Property under such Real Property Lease has not been disturbed and there are no disputes pending condemnation proceeding with respect to any such Owned Real Property Lease; (iii) none of the Company or any Company Subsidiary has given or received any written notice of default pursuant to any such Real Property Lease; (iv) none of the Company or any Company Subsidiary orand, to the Knowledge of the Company, no such proceeding is threatened. (c) Section 4.16(c) of the Company Disclosure Schedule sets forth a correct and complete list of all real property that the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy pursuant to a lease, sublease or other agreement as of the date of this Agreement (the “Leased Real Property”). Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (i) to the Company’s Knowledge, each lease, sublease or license (each, a “Lease”) under which the Company or any of its Subsidiaries leases, subleases or licenses any Leased Real Property is, to the Company’s Knowledge, valid and in full force and effect, (ii) neither the Company nor any of its Subsidiaries, nor to the Company’s Knowledge any other party to such Real Property a Lease, is in breach or violation has violated any provision of, or in default under, such Real Property Lease, and no event has occurred taken or circumstance exists failed to take any act which, with the delivery of or without notice, the passage lapse of time time, or both, would constitute a default under the provisions of such a breachLease, violation and (iii) neither the Company nor any of its Subsidiaries has received notice that it has breached, violated or defaultdefaulted under any Lease. (d) Neither the Company nor any of its Subsidiaries is currently subleasing, licensing or permit the termination, modification otherwise granting any person any right to use or acceleration of rent under such occupy any Owned Real Property Lease on or any Leased Real Property. Except as would not reasonably be expected to have, individually or in the part aggregate, a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries has since February 3, 2019 received notice of the Company existence of any outstanding Order or of any Company Subsidiarypending proceeding, norand, to the Knowledge of the Company, on there is no such Order or proceeding threatened, relating to the part of the other party thereto; (v) no security deposit ownership, lease, use, occupancy or portion thereof deposited with respect to such Real Property Lease has been applied in respect of a breach or default under such Real Property Lease which has not been re-deposited in full; (vi) neither the Company nor any Company Subsidiary owes, or will owe in the future based on arrangements currently in existence, any brokerage commissions or finder’s fees with respect to any Real Property Lease; (vii) none of operation by the Company or any Company Subsidiary has collaterally assigned or granted any other security interest in such Real Property Lease or any interest therein, other than Permitted Liens; (viii) there are no Liens on the estate or interest created by such Real Property Lease, other than Permitted Liens; and (ix) none its Subsidiaries of the Company or any Company Subsidiary has subleased, licensed or otherwise granted any person the right to use or occupy any Company Leased Owned Real Property or any portion thereofthe Leased Real Property.

Properties. (a) Section 4.15(a3.13(a) of the Company Disclosure Letter sets forth a true and complete list, as of the date hereof, of Schedule lists all of the real property properties owned in fee simple by the Company or any of the Company and its Subsidiaries (the “"Company Owned Property") and all real properties leased by the Company and its Subsidiaries as lessee (the "Company Leased Property"), which are all of the real properties owned or leased by them. The Company Owned Property and the Company Leased Property is referred to herein collectively as the "Company Real Property”). Except in respects that, individually or in the aggregate, ." (b) The Company and its Subsidiaries have not had and would not reasonably be expected to have a Company Material Adverse Effect, either the Company or the Company Subsidiaries: (i) has good and valid fee simple title to all the Company Owned Property, and a valid leasehold interest in the Company Leased Property, sufficient to allow the Company and its Subsidiaries, taken as a whole, to conduct its business of leasing property to third parties as currently conducted. The Company Real Property is not subject to any Encumbrances, except for any Permitted Encumbrances. (c) Except as set forth on Section 3.14(a) of the Company Owned Real Property, free and clear of all Liens other than Permitted Liens; (ii) is Disclosure Schedule or as disclosed in sole and exclusive possession of the Company Owned SEC Reports, the Company Real Property and there are no leases, licenses, occupancy agreements is not encumbered by any material debt. (d) Valid policies of title insurance have been issued insuring the Company's or any other similar arrangement (the “Real Property Leases”) pursuant to which any third party is granted the right to use any Company Owned Real Property, other than Permitted Liens; (iii) has sufficient right of ingress and egress its applicable Subsidiary's fee simple title to the Company Owned Real Property or the Company's or its applicable Subsidiary's leasehold interest in all material respects and enjoys peaceful and quiet possession thereof; and (iv) there are no outstanding options or rights of first offer or refusal to purchase the Company Owned Real Leased Property. , as appropriate, in an amount at least equal to the original purchase price thereof, subject only to the matters disclosed in Sections 3.13(a), (b) Section 4.15(band (c) above together with the corresponding provisions of the Company Disclosure Letter sets forth a true and complete listSchedule, as of the date hereof, of all of the real property leased by Company or any of the Company Subsidiaries for which the annual rental value exceeds $5,000,000 pursuant to a Real Property Lease (the “Company Leased Real Property” and, together with the Company Owned Real Property, the “Company Real Property”). Except in respects that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, with respect to the Company Leased Real Property and each Real Property Lease: (i) each Real Property Lease is in full force and effect, and the Company or a Company Subsidiary holds a valid and existing leasehold interest under each Real Property Lease; (ii) the possession and quiet use and enjoyment of the Company Leased Real Property under such Real Property Lease has not been disturbed and there are no disputes with respect to any such Real Property Lease; (iii) none of the Company or any Company Subsidiary has given or received any written notice of default pursuant to any such Real Property Lease; (iv) none of the Company or any Company Subsidiary or, to the Knowledge of the Company, any other party to such Real Property Leasepolicies are, is at the date hereof, in breach or violation of, or in default under, such Real Property Lease, full force and effect and no event material claim has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute been made against any such a breach, violation or default, or permit the termination, modification or acceleration of rent under such Real Property Lease on the part of the Company or any Company Subsidiary, nor, to policy. (e) To the Knowledge of the CompanyCompany all (i) certificates, on permits or licenses from any Governmental Entity having jurisdiction over any Company Real Property and (ii) agreements, easements or other rights, necessary to permit the part lawful use and operation of the other party thereto; (v) no security deposit or portion thereof deposited with respect to such buildings and improvements on any of the Company Real Property Lease has have been applied obtained and are in respect full force and effect, except where the failure to maintain the same would not cause a Company Material Adverse Effect, and the Company does not have any Knowledge of a breach any pending threat or default under such modification or cancellation of the same. No Company Real Property Lease which has not been re-deposited in full; (vi) is located outside of the United States and neither the Company nor any of its Subsidiaries conducts its business of owning, leasing or operating properties outside of the United States. All work to be performed, payments to be made and actions to be taken by the Company Subsidiary owesor its Subsidiaries prior to the date hereof pursuant to any agreement entered into with a Governmental Entity in connection with a site approval, zoning reclassification or will owe other similar action relating to a Company Real Property has been performed, paid or taken, as the case may be, and the Company has no Knowledge of any planned or proposed work, payments or actions that may be required after the date hereof pursuant to such agreements in each such case, which is, individually or in the future based on arrangements currently aggregate, material to the Company and its Subsidiaries taken as a whole. (f) The Company has not received any written notice or written notices of any violation of any federal, state or municipal law, ordinance, order, regulation or requirement affecting any portion of any Company Real Property issued by any Governmental Entity except for such notice or notices which would not have, individually or in existencethe aggregate, a Company Material Adverse Effect. Neither the Company nor any brokerage commissions of its Subsidiaries has received any written notice to the effect that any condemnation or finder’s fees rezoning proceedings are pending or threatened with respect to any Company Real Property, except where any such written notice of such a proceeding would not, individually or in the aggregate, cause a Company Material Adverse Effect. (g) Except as would not, individually or in the aggregate, cause a Company Material Adverse Effect, there is no (i) material structural defect relating to the Company Real Property, (ii) Company Real Property Lease; whose building systems are not in working order in any material respect or (viiiii) none physical damage to any Company Real Property in excess of $100,000 or current renovation or restoration of Company Real Property the remaining cost of which exceeds $100,000 for which there is no insurance in effect covering the cost of such damage, renovation or restoration, except for the payment by the Company of a deductible under the applicable insurance policy. (h) Each copy of any Company Lease which has been delivered to, or made available for review by, HCPI as of the date hereof has been a true and correct copy of such Company Lease as amended to date. True and correct copies of all other Company Leases, as amended, will be delivered to, or any Company Subsidiary has collaterally assigned or granted any other security interest in such Real Property Lease or any interest thereinmade available for review by, other than Permitted Liens; (viii) there are no Liens on HCPI reasonably promptly after the estate or interest created by such Real Property Lease, other than Permitted Liens; and (ix) none of the Company or any Company Subsidiary has subleased, licensed or otherwise granted any person the right to use or occupy any Company Leased Real Property or any portion thereofdate hereof.

Properties. (a) Section 4.15(a5.18(a)(i) of the Company Parent Disclosure Letter sets forth a true and complete list, as list of the date hereof, address of all of the each real property owned in fee simple as of August 31, 2015 by the Company Parent or any Parent Subsidiary other than any Parent Corporate Office (all such real property, together with all right, title and interest of Parent and any Parent Subsidiary in and to (i) all buildings, structures and other improvements and fixtures located on or under such real property and (ii) all easements, rights and other appurtenances benefitting such real property, in each case whether or not set forth in Section 5.18(a)(i) of the Company Subsidiaries (Parent Disclosure Letter, as updated in accordance herewith, are individually referred to herein as a “Parent Owned Property” and collectively referred to herein as the “Company Parent Owned Real PropertyProperties”). Except Section 5.18(a)(ii) of the Parent Disclosure Letter sets forth a list of the address of each real property (and noting whether such real property is) leased (as lessee or sublessee) (including ground leased) or licensed (as licensee) by Parent or any Parent Subsidiary as of August 31, 2015 other than any Parent Corporate Office (all such real property interests, together with all right, title and interest of Parent and any Parent Subsidiary in respects that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, either the Company or the Company Subsidiaries: (i) has good all buildings, structures and valid fee simple title to all of the Company Owned Real Property, free other improvements and clear of all Liens other than Permitted Liens; fixtures located on or under such real property and (ii) is in sole all easements, rights and exclusive possession other appurtenances benefitting such real property, are individually referred to herein as a “Parent Leased Property” and collectively referred to herein as the “Parent Leased Properties”). All Parent Owned Property, together with all Parent Leased Property, may hereinafter be referred to individually or collectively as a “Parent Property” and the Parent Owned Properties and the Parent Leased Properties may be referred to individually or collectively, as the “Parent Properties.” Section 5.18(a)(iii) of the Company Owned Real Parent Disclosure Letter sets forth a list of the address of each real property which, as of August 31, 2015, is under contract by Parent or a Parent Subsidiary for purchase or which is required under a binding contract to be leased or subleased or licensed by Parent or a Parent Subsidiary. Neither Parent nor any Parent Subsidiary is (A) obligated to dispose of any material Parent Property and there are no leasesor (B) bound by any unexpired option to purchase, licensesright of first refusal or first offer, occupancy agreements right of reversion or any other similar arrangement (the “Real Property Leases”) pursuant to which any third party is granted the right to use purchase, ground lease or otherwise acquire any Company Owned Real Property, other than Permitted Liens; (iii) has sufficient right of ingress and egress to the Company Owned Real Property in all material respects and enjoys peaceful and quiet possession thereof; and (iv) there are no outstanding options or rights of first offer or refusal to purchase the Company Owned Real Parent Property. (b) Parent or a Parent Subsidiary is the legal and beneficial owner of, and has good and insurable fee simple title or valid leasehold title (as applicable) to, each of the Parent Properties, in each case, free and clear of Liens except for Parent Permitted Liens. For the purposes of this Agreement, “Parent Permitted Liens” means (i) Liens set forth in Section 4.15(b5.18(b)(i) of the Company Parent Disclosure Letter sets securing any Indebtedness, (ii) Liens for Taxes or assessments that are not delinquent or the validity of which is being contested in good faith by appropriate proceedings and for which there are adequate reserves on the Parent Financial Statements (if such reserves are required pursuant to GAAP) or are being contested by a tenant pursuant to, and in compliance with, the procedures set forth in the applicable Parent Leases and/or Parent Residential Leases, (iii) Liens arising under any Parent Material Contracts or other service contracts, management agreements, leasing commission agreements, or other similar agreements or obligations, (iv) any Parent Leases and/or any Parent Residential Leases, (v) Liens imposed or promulgated by Law or any Governmental Entity, including zoning regulations, permits and licenses, in each case (A) that are not violated by any current use, occupancy or activity conducted by Parent or any Parent Subsidiary or permitted by any Parent Lease and/or any Parent Residential Lease or (B) with respect to which Parent or a true and complete listParent Subsidiary is working in good faith to cure the underlying condition giving rise to such Lien or is disputing or contesting such Lien in good faith, as (vi) Liens that are disclosed on any title insurance policies with respect to each Parent Owned Property or surveys made available by or on behalf of Parent or any Parent Subsidiary to Parent prior to the date hereof, of all of the real property leased by Company or any of the Company Subsidiaries for which the annual rental value exceeds $5,000,000 pursuant to a Real Property Lease (the “Company Leased Real Property” and, together with the Company Owned Real Property, the “Company Real Property”). Except in respects that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, with respect to the Company Leased Real Property and each Real Property Lease: (i) each Real Property Lease is in full force and effect, and the Company or a Company Subsidiary holds a valid and existing leasehold interest under each Real Property Lease; (ii) the possession and quiet use and enjoyment of the Company Leased Real Property under such Real Property Lease has not been disturbed and there are no disputes with respect to any such Real Property Lease; (iii) none of the Company or any Company Subsidiary has given or received any written notice of default pursuant to any such Real Property Lease; (iv) none of the Company or any Company Subsidiary or, to the Knowledge of the Company, any other party to such Real Property Lease, is in breach or violation of, or in default under, such Real Property Lease, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach, violation or default, or permit the termination, modification or acceleration of rent under such Real Property Lease on the part of the Company or any Company Subsidiary, nor, to the Knowledge of the Company, on the part of the other party thereto; (v) no security deposit or portion thereof deposited with respect to such Real Property Lease has been applied in respect of a breach or default under such Real Property Lease which has not been re-deposited in full; (vi) neither the Company nor any Company Subsidiary owes, or will owe in the future based on arrangements currently in existence, any brokerage commissions or finder’s fees with respect to any Real Property Lease; (vii) none any cashiers’, landlords’, workers’, mechanics’, carriers’, workmen’s, repairmen’s and materialmen’s Liens and other similar Liens imposed by Law and incurred in the ordinary course of business that are not yet delinquent or the Company or any Company Subsidiary has collaterally assigned or granted any other security interest validity of which is being contested in good faith by appropriate proceedings and for which there are adequate reserves on the Parent Financial Statements (if such Real Property Lease or any interest thereinreserves are required pursuant to GAAP), other than Permitted Liens; (viii) there are no Liens on the estate which will be released or interest created by such Real Property Leaseinsured over before Closing, other than Permitted Liens; and (ix) none Liens encumbering deposits made to secure obligations arising from statutory, regulatory, contractual or warranty requirements, including rights of set off, (x) all public roads and highways, (xi) any purchase money Liens and Liens securing rental payments under capital lease arrangements and Liens incurred in connection with the acquisition of Parent Property, in each case covering personal property, (xii) any other non-monetary Liens, limitations, restrictions or title defects that do not materially impair the continued use and operation of the Company applicable Parent Property as currently used and operated, (xiii) Liens imposed by any homeowner’s association, including in connection with unpaid assessments or fines, or uncured violations of any Company Subsidiary has subleased, licensed or otherwise granted applicable homeowner’s association covenants and (xiv) any person the right to use or occupy any Company Leased Real Property or any portion thereofother Lien approved in writing by Company.

Properties. (a) The Company or one or more of its Subsidiaries has good, valid and marketable fee simple title to the Owned Real Property free and clear of any Encumbrances other than the Permitted Encumbrances, and no third party has an option to purchase the Owned Real Property. Section 4.15(a3.11(a) of the Company Disclosure Letter contains a true and complete list by address and legal description of the Owned Real Property as of the date hereof. (b) Section 3.11(b) of the Company Disclosure Letter sets forth a true list, which is true, correct and complete list, in all material respects as of the date hereofof this Agreement, of (i) all of the real property owned in fee simple by leases, subleases, licenses and occupancy agreements under which the Company or any of its Subsidiaries is occupying the Company Subsidiaries premises as a tenant or subtenant (together with any and all amendments and modifications thereto and guarantees thereof, the “Real Property Leases”), (ii) the name of the current tenant and landlord thereunder and (iii) the address of such real property (the “Company Owned Leased Real Property”). Except in respects that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, either the Company or the Company Subsidiaries: (ias set forth on Section 3.11(b) has good and valid fee simple title to all of the Company Owned Real PropertyDisclosure Letter, free and clear of all Liens other than Permitted Liens; (ii) is in sole and exclusive possession of neither the Company Owned nor any of its Subsidiaries has (A) mortgaged any interest in any such Real Property and there are no leasesLease, licenses, occupancy agreements or (B) transferred or assigned any other similar arrangement (the “Real Property Leases”) pursuant to which material interest in any third party is granted the right to use any Company Owned Real Property, other than Permitted Liens; (iii) has sufficient right of ingress and egress to the Company Owned Real Property in all material respects and enjoys peaceful and quiet possession thereof; and (iv) there are no outstanding options or rights of first offer or refusal to purchase the Company Owned Real Property. (b) Section 4.15(b) the Company Disclosure Letter sets forth a true and complete list, as of the date hereof, of all of the real property leased by Company or any of the Company Subsidiaries for which the annual rental value exceeds $5,000,000 pursuant to a such Real Property Lease (the “Company Leased Real Property” and, together with the Company Owned Real Property, the “Company Real Property”). Except not reflected in respects that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, with respect to the Company Leased Real Property and each such Real Property Lease: (i) each . Each Real Property Lease is in full force and effecteffect and is valid and binding on the Company and its Subsidiaries, as applicable, and the Company or a Company Subsidiary holds a valid and existing leasehold interest its Subsidiaries, as applicable, are not in material default under each any Real Property Lease; (ii. Except as set forth on Section 3.11(b) the possession and quiet use and enjoyment of the Company Leased Real Property under such Real Property Lease Disclosure Letter, no ownership or leasehold interest identified on Section 3.11(b) of the Company Disclosure Letter has not been disturbed and there are no disputes with respect to any such Real Property Lease; (iii) none of leased, subleased, transferred or assigned, in whole or in part, by the Company or any Company Subsidiary has given or received any written notice of default pursuant its Subsidiaries to any such Real Property Lease; another Person (iv) none of other than the Company or any of its Subsidiaries), except as would not reasonably be expected to result in a Company Subsidiary or, to the Knowledge Material Adverse Effect. (c) The transactions contemplated by this Agreement do not require any consent or approval of the Company, any other party to such any Real Property Lease, is Lease with an annual rent of $5,000,000 or more and will not result in the breach or violation of, or in default under, under any such Real Property Lease, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach, violation or default, or permit the termination, modification or acceleration of rent under will not otherwise cause any such Real Property Lease to cease to be in full force and effect on identical terms following the part closing, in each. (d) The Owned Real Property and the Leased Real Property constitute all the real property used or held for use in connection with, necessary for the conduct of, and material to, the business of the Company or any Company Subsidiary, nor, to the Knowledge of the Company, on the part of the other party thereto; (v) no security deposit or portion thereof deposited with respect to such Real Property Lease has been applied in respect of a breach or default under such Real Property Lease which has not been re-deposited in full; (vi) neither the Company nor any Company Subsidiary owes, or will owe in the future based on arrangements currently in existence, any brokerage commissions or finder’s fees with respect to any Real Property Lease; (vii) none of the Company or any Company Subsidiary has collaterally assigned or granted any other security interest in such Real Property Lease or any interest therein, other than Permitted Liens; (viii) there are no Liens on the estate or interest created by such Real Property Lease, other than Permitted Liens; and (ix) none of the Company or any Company Subsidiary has subleased, licensed or otherwise granted any person the right to use or occupy any Company Leased Real Property or any portion thereofits Subsidiaries.

Properties. (a) Each of the Company and each of the Company Subsidiaries has good and valid (and, with respect to Owned Real Property, insurable) title to, or valid leasehold interests in, all of its Owned Real Property and material Leased Real Property, and other material properties and assets, free and clear of all Liens, except for Permitted Liens. (b) Section 4.15(a3.17(b) of the Company Disclosure Letter sets forth contains a true true, correct and complete list, as of the date hereof, list of all of the real property owned in fee simple by the Company or any and each of the Company Subsidiaries (the “Company Owned Real Property”)) as of the date hereof. Except as set forth in respects thatSection 3.17(b) of the Company Disclosure Letter, individually no Person has any outstanding option, right of first offer or right of first refusal to purchase any Owned Real Property. (c) Section 3.17(c) of the Company Disclosure Letter contains a true, correct and complete list of all real property in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, either which the Company or any Company Subsidiaries has a leasehold interest (the Company Subsidiaries: (i) has good “Leased Property”, and valid fee simple title to all of together with the Company Owned Real Property, free and clear of all Liens other than Permitted Liens; (iithe “Real Property”) is in sole and exclusive possession of the Company Owned Real Property and there are no held under leases, licensessubleases, licenses and/or other types of occupancy agreements or any other similar arrangement (the “Real Property Leases”) pursuant to which any third party is granted as of the right to use any Company Owned Real Property, other date hereof. Other than Permitted Liens; (iiias set forth in Section 3.17(c) has sufficient right of ingress and egress to the Company Owned Real Property in all material respects and enjoys peaceful and quiet possession thereof; and (iv) there are no outstanding options or rights of first offer or refusal to purchase the Company Owned Real Property. (b) Section 4.15(b) the Company Disclosure Letter sets forth a true and complete listLetter, as of the date hereof, of all hereof none of the real property leased by Real Property Leases have been amended, modified, supplemented or superseded. Except as set forth in Section 3.17(c) of the Company or Disclosure Letter, no rents under any Real Property Lease have been prepaid, except for the current month’s rent. To the Knowledge of the Company, each of the Company and each of the Company Subsidiaries for which the annual rental value exceeds $5,000,000 pursuant to a enjoys peaceful and undisturbed possession under all such material Real Property Lease Leases. (the “Company Leased d) The Real Property” and, together with Property constitutes all real properties occupied by the Company Owned and the Company Subsidiaries in connection with their business. (e) To the Knowledge of the Company, no zoning or similar land use restrictions are currently in effect or proposed by any Governmental Entity that would materially impair the operation of the Company’s or any Company Subsidiary’s business as currently conducted or which would materially impair the use, occupancy and enjoyment of any of the Real Property in any material respect. Since June 30, 2009, the Company has not received any written notice from any Person with regard to (i) material encroachments on or off the Real Property, or (ii) material defects in the “Company good and valid title of the Real Property”). Except Neither the Company nor any Company Subsidiary has been named as a party in respects thatany material claim or right of adverse possession by any third party with respect to the Real Property. To the Knowledge of the Company, no portion of the Real Property is subject to any pending sale, condemnation, expropriation or taking (by eminent domain or otherwise) by any Governmental Entity, and no such sale, condemnation, expropriation or taking has been proposed. (f) For purposes of this Agreement, “Permitted Liens” means: (i) Liens for Taxes not yet due and payable or being contested in good faith by appropriate proceedings and for which there are adequate reserves on the books; (ii) mechanic’s, materialman’s, supplier’s, vendor’s, purchase money security interests or similar Liens arising in the ordinary course of business or which is a statutory Lien securing payments not yet due; (iii) any statutory or contractual lien in favor of the landlord or grantor in connection with any Real Property Lease; (iv) zoning, building and other similar restrictions that do not, individually or in the aggregate, have materially interfere with the value or current use of any real property; (v) any easement, covenant, right-of-way or other similar restriction recorded in the appropriate recorder’s office in each case that does not had materially detract from the value of any real property or materially interfere with the use thereof; (vi) any Lien securing existing Indebtedness of the Company or a Company Subsidiary; (vii) any Lien that does not materially impair, and would not reasonably be expected to have a Company Material Adverse Effectmaterially impair, with respect the value, marketability, or continued use of the property subject to the Company Leased Real Property and each Real Property Lease: (i) each Real Property Lease is in full force and effectsuch Lien, and (viii) any Lien which is specifically disclosed on the Company or a Company Subsidiary holds a valid and existing leasehold interest under each Real Property Lease; (ii) the possession and quiet use and enjoyment consolidated balance sheet of the Company Leased Real Property under such Real Property Lease has not been disturbed and there are no disputes with respect to any such Real Property Lease; (iii) none as of the Company or any Company Subsidiary has given or received any written notice of default pursuant to any such Real Property Lease; (iv) none of the Company or any Company Subsidiary orDecember 31, to the Knowledge of 2009, as set forth in the Company’s Form 10-Q for the period then ended, any other party to such Real Property Lease, is in breach or violation of, or in default under, such Real Property Lease, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach, violation or default, or permit the termination, modification or acceleration of rent under such Real Property Lease on the part of the Company or any Company Subsidiary, nor, to the Knowledge of the Company, on the part of the other party thereto; (v) no security deposit or portion thereof deposited with respect to such Real Property Lease has been applied in respect of a breach or default under such Real Property Lease which has not been re-deposited in full; (vi) neither the Company nor any Company Subsidiary owes, or will owe in the future based on arrangements currently in existence, any brokerage commissions or finder’s fees with respect to any Real Property Lease; (vii) none of the Company or any Company Subsidiary has collaterally assigned or granted any other security interest in such Real Property Lease or any interest therein, other than Permitted Liens; (viii) there are no Liens on the estate or interest created by such Real Property Lease, other than Permitted Liens; and (ix) none Liens listed in Schedule 3.17(f) of the Company or any Company Subsidiary has subleased, licensed or otherwise granted any person the right to use or occupy any Company Leased Real Property or any portion thereofDisclosure Letter.

Properties. (a) Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company and its Subsidiaries have good title to, or valid leasehold interests in, all property and assets reflected on the Company Balance Sheet or acquired after the Company Balance Sheet Date, except as have been disposed of since the Company Balance Sheet Date in the ordinary course of business. Except as set forth in Section 4.15(a) of the Company Disclosure Letter sets forth a true and complete list, Schedule or except as of the date hereof, of all of the real property owned in fee simple by the Company or any of the Company Subsidiaries (the “Company Owned Real Property”). Except in respects thatwould not reasonably be expected to have, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, either the Company none of such property or the Company Subsidiaries: (i) has good and valid fee simple title assets is subject to all of the Company Owned Real Property, free and clear of all Liens any Lien other than Permitted Liens; (ii) is in sole and exclusive possession of the Company Owned Real Property and there are no leases, licenses, occupancy agreements or any other similar arrangement (the “Real Property Leases”) pursuant to which any third party is granted the right to use any Company Owned Real Property, other than Permitted Liens; (iii) has sufficient right of ingress and egress to the Company Owned Real Property in all material respects and enjoys peaceful and quiet possession thereof; and (iv) there are no outstanding options or rights of first offer or refusal to purchase the Company Owned Real Property. (b) Section 4.15(b) of the Company Disclosure Letter Schedule sets forth a true correct and complete list, as of the date hereof, list of all of leases or subleases, in each case, to the extent material to the Company and its Subsidiaries (each, a “Lease”, and the real property leased by pursuant to each Lease, collectively, the “Leased Real Property”) pursuant to which the Company or any of its Subsidiaries leases or subleases any material real property, specifying (i) the address of the Leased Real Property and (ii) the name of the lessor and lessee or sublessor and sublessee, as applicable. Neither the Company nor any of its Subsidiaries for which the annual rental value exceeds $5,000,000 pursuant owns any real property. (c) Except as would not reasonably be expected to a Real Property Lease (the “Company Leased Real Property” and, together with the Company Owned Real Property, the “Company Real Property”). Except in respects thathave, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, with respect to the Company Leased Real Property and each Real Property Lease: (i) each Real Property Lease is valid, binding, in full force and effect, effect and enforceable against the Company or its applicable Subsidiaries that are a Company Subsidiary holds a valid party thereto in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and existing leasehold interest under each Real Property Lease; other laws affecting creditors’ rights generally and general principles of equity) and (ii) neither the possession and quiet use and enjoyment Company nor any of its Subsidiaries, nor to the Knowledge of the Company Leased Real Property any other party to a Lease, has violated any provision of, or taken or failed to take any act which, with or without notice, lapse of time, or both, would constitute a default under the provisions of such Real Property Lease has not been disturbed Lease, and there are no disputes with respect to any such Real Property Lease; (iii) none of neither the Company nor any of its Subsidiaries has received notice that it has breached, violated or defaulted under any Company Subsidiary has given or received any written notice of default pursuant to any such Real Property Lease; (iv) none of the Company or any Company Subsidiary or, to . To the Knowledge of the Company, there are no material written or oral subleases, licenses, concessions or other Contracts granting to any Person other party to such Real Property Lease, is in breach or violation of, or in default under, such Real Property Lease, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach, violation or default, or permit the termination, modification or acceleration of rent under such Real Property Lease on the part of than the Company or any Company Subsidiary, nor, to the Knowledge of the Company, on the part of the other party thereto; (v) no security deposit or portion thereof deposited with respect to such Real Property Lease has been applied in respect of a breach or default under such Real Property Lease which has not been re-deposited in full; (vi) neither the Company nor any Company Subsidiary owes, or will owe in the future based on arrangements currently in existence, any brokerage commissions or finder’s fees with respect to any Real Property Lease; (vii) none of the Company or any Company Subsidiary has collaterally assigned or granted any other security interest in such Real Property Lease or any interest therein, other than Permitted Liens; (viii) there are no Liens on the estate or interest created by such Real Property Lease, other than Permitted Liens; and (ix) none of the Company or any Company Subsidiary has subleased, licensed or otherwise granted any person its Subsidiaries the right to use or occupy any Company Leased Real Property or any portion thereof. The Company has not collaterally assigned or granted any security interest in any Lease or any interest therein. The Company has made available to Parent a true and complete copy of each Lease (including all amendments, extension, renewals, guaranties and other agreements with respect thereto). Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, there are no material defects in the Leased Real Property and the Leased Real Property is in good operating condition and repair, normal wear and tear excepted, and is adequate and suitable for the operation of the business of the Company and its Subsidiaries, as currently conducted in all material respects.

Properties. (a) Neither the Company nor any of its Subsidiaries owns any real property. Section 4.15(a) 4.21 of the Company Disclosure Letter Schedule sets forth a true complete and complete list, as of the date hereof, accurate list of all of the real property owned in fee simple leased, subleased or licensed by the Company or any of the Company its Subsidiaries (the “Company Owned Leased Real Property”). Except The Company has made available to Parent true, correct and complete copies of all Contracts under which the Leased Real Property is currently leased, licensed or subleased (collectively, the “Leases”). Each Lease is in respects thatfull force and effect, valid and binding, and is enforceable by the Company or its Subsidiaries in accordance with its respective terms (subject to the bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles), except for such failures to be in full force or effect or valid, binding and enforceable that would not reasonably be expected individually or in the aggregateaggregate to have a Company Material Adverse Effect. There is not any existing material breach, default or event of default (or event which with notice or lapse of time or both, would constitute a default) by the Company or its Subsidiaries or, to the knowledge of the Company, any Third Party under any of the Leases. No parties other than the Company or any of its Subsidiaries have not had a right to occupy any material Leased Real Property. The Leased Real Property is used only for the operation of the business of the Company and its Subsidiaries. (b) The Company and its Subsidiaries have legal and valid title to, or, in the case of leased properties, a valid and enforceable leasehold interest in, all of the tangible personal properties and assets used or held for use by the Company and its Subsidiaries in connection with the conduct of the business of the Company and its Subsidiaries, including all the tangible personal properties and assets reflected in the Company Balance Sheet, except for such imperfections of title, if any, which would not reasonably be expected to have a Company Material Adverse Effect, either the Company or the Company Subsidiaries: (i) has good . All such tangible personal properties and valid fee simple title to all of the Company Owned Real Property, assets are free and clear of all Liens, except for Permitted Liens other than Permitted or for such Liens; (ii) is in sole and exclusive possession , if any, which do not materially impair the continued use of the Company Owned Real Property and there are no leases, licenses, occupancy agreements properties or any other similar arrangement (the “Real Property Leases”) pursuant to which any third party is granted the right to use any Company Owned Real Property, other than Permitted Liens; (iii) has sufficient right of ingress and egress to the Company Owned Real Property in all material respects and enjoys peaceful and quiet possession thereof; and (iv) there are no outstanding options assets subject thereto or rights of first offer or refusal to purchase the Company Owned Real Property. (b) Section 4.15(b) the Company Disclosure Letter sets forth a true and complete list, as of the date hereof, of all of the real property leased by Company or any of the Company Subsidiaries for which the annual rental value exceeds $5,000,000 pursuant to a Real Property Lease (the “Company Leased Real Property” and, together with the Company Owned Real Property, the “Company Real Property”). Except in respects that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, with respect to the Company Leased Real Property and each Real Property Lease: (i) each Real Property Lease is in full force and effect, and the Company or a Company Subsidiary holds a valid and existing leasehold interest under each Real Property Lease; (ii) the possession and quiet use and enjoyment of the Company Leased Real Property under such Real Property Lease has not been disturbed and there are no disputes with respect to any such Real Property Lease; (iii) none of the Company or any Company Subsidiary has given or received any written notice of default pursuant to any such Real Property Lease; (iv) none of the Company or any Company Subsidiary or, to the Knowledge of the Company, any other party to such Real Property Lease, is in breach or violation ofaffected thereby, or in default under, otherwise materially impair business operations at such Real Property Lease, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach, violation or default, or permit the termination, modification or acceleration of rent under such Real Property Lease on the part of the Company or any Company Subsidiary, nor, to the Knowledge of the Company, on the part of the other party thereto; (v) no security deposit or portion thereof deposited with respect to such Real Property Lease has been applied in respect of a breach or default under such Real Property Lease which has not been re-deposited in full; (vi) neither the Company nor any Company Subsidiary owes, or will owe in the future based on arrangements currently in existence, any brokerage commissions or finder’s fees with respect to any Real Property Lease; (vii) none of the Company or any Company Subsidiary has collaterally assigned or granted any other security interest in such Real Property Lease or any interest therein, other than Permitted Liens; (viii) there are no Liens on the estate or interest created by such Real Property Lease, other than Permitted Liens; and (ix) none of the Company or any Company Subsidiary has subleased, licensed or otherwise granted any person the right to use or occupy any Company Leased Real Property or any portion thereofproperties.

Properties. The Company (ai) has good and marketable title to all the properties and assets (A) reflected in the Company Financial Statements as being owned by the Company (other than any such properties or assets sold or disposed of since such date in the ordinary course of business consistent with past practice) or (B) acquired after March 31, 2008 which are material to the Company’s business, free and clear of all Liens. The Company has good and valid leasehold interests in all real property leases, subleases and occupancy agreements to which the Company is a party (the “Company Leases”) and is in sole possession of the properties purported to be leased thereunder. Section 4.15(a3.01(l) of the Company Disclosure Letter sets forth a true lists and complete list, as of the date hereof, of describes briefly all of the real property owned in fee simple by the Company or any of the Leases. Each Company Subsidiaries (the “Company Owned Real Property”). Except in respects that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, either the Company or the Company Subsidiaries: (i) has good and valid fee simple title to all of the Company Owned Real Property, free and clear of all Liens other than Permitted Liens; (ii) is in sole and exclusive possession of the Company Owned Real Property and there are no leases, licenses, occupancy agreements or any other similar arrangement (the “Real Property Leases”) pursuant to which any third party is granted the right to use any Company Owned Real Property, other than Permitted Liens; (iii) has sufficient right of ingress and egress to the Company Owned Real Property in all material respects and enjoys peaceful and quiet possession thereof; and (iv) there are no outstanding options or rights of first offer or refusal to purchase the Company Owned Real Property. (b) Section 4.15(b) the Company Disclosure Letter sets forth a true and complete list, as of the date hereof, of all of the real property leased by Company or any of the Company Subsidiaries for which the annual rental value exceeds $5,000,000 pursuant to a Real Property Lease (the “Company Leased Real Property” and, together with the Company Owned Real Property, the “Company Real Property”). Except in respects that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, with respect to the Company Leased Real Property and each Real Property Lease: (i) each Real Property Lease is in full force and effecteffect and constitutes a legal, valid and binding obligation of, and is legally enforceable against, the respective parties thereto. There is no uncured breach, and no default exists, on the part of landlord under any of the Company Leases, and the Company has no knowledge of breach or a Company Subsidiary holds a valid and existing leasehold interest under each Real Property Lease; (ii) the possession and quiet use and enjoyment of the Company Leased Real Property under such Real Property Lease has not been disturbed and there are no disputes with respect to any such Real Property Lease; (iii) none of the Company default or any Company Subsidiary has given event, condition or received any written notice state of default pursuant to any such Real Property Lease; (iv) none of the Company or any Company Subsidiary orfacts, to the Knowledge of the Company, any other party to such Real Property Lease, is in breach or violation of, or in default under, such Real Property Lease, and no event has occurred or circumstance exists which, which with the delivery giving of notice, notice or the passage of time time, or both, would constitute such a breachbreach or default by the Company under any Company Lease. There is no suit, violation action, arbitration or defaultother proceeding with respect to the Company Leases or the premises leased under the Company Leases. The Company has not received notice and does not otherwise have knowledge of any pending, threatened or permit the termination, modification or acceleration of rent under such Real Property Lease on the part of contemplated condemnation proceeding affecting any premises leased by the Company or any Company Subsidiary, nor, part thereof or of any sale or other disposition of any such leased premises or any part thereof in lieu of condemnation. The real property leased to the Knowledge of Company under the Company Leases encompasses all real property used by the Company, on the part of the other party thereto; (v) no security deposit or portion thereof deposited with respect to such Real Property Lease has been applied in respect of a breach or default under such Real Property Lease which has not been re-deposited in full; (vi) neither and the Company nor does not own any Company Subsidiary owes, or will owe in the future based on arrangements currently in existence, real property and does not have any brokerage commissions or finder’s fees with respect options to any Real Property Lease; (vii) none purchase real property. The landlord under each of the Company or any Leases has performed all initial improvements required to be performed by it under such Company Subsidiary has collaterally assigned or granted any other security interest in Lease and all tenant improvements allowances have been paid to the Company as tenant under such Real Property Lease or any interest therein, other than Permitted Liens; (viii) there are no Liens on Company Lease. All insurance required to be maintained by the estate or interest created by such Real Property Lease, other than Permitted Liens; and (ix) none Company under each of the Company or any Company Subsidiary has subleased, licensed or otherwise granted any person the right to use or occupy any Company Leased Real Property or any portion thereofLeases is in full force and effect.

Properties. (a) Section 4.15(a3.18(a)(i) of the Company Disclosure Letter sets forth a true and complete list, as list of the date hereof, address of all of the each real property owned in fee simple as of August 31, 2015 by the Company or any Company Subsidiary other than any Company Corporate Office (all such real property, together with all right, title and interest of Company and any Company Subsidiary in and to (i) all buildings, structures and other improvements and fixtures located on or under such real property and (ii) all easements, rights and other appurtenances benefitting such real property, in each case whether or not set forth in Section 3.18(a)(i) of the Company Subsidiaries (Disclosure Letter, as updated in accordance herewith, are individually referred to herein as a “Company Owned Property” and collectively referred to herein as the “Company Owned Real PropertyProperties”). Except in respects that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, either the Company or the Company Subsidiaries: (iSection 3.18(a)(ii) has good and valid fee simple title to all of the Company Owned Real Property, free and clear of all Liens other than Permitted Liens; (ii) is in sole and exclusive possession of the Company Owned Real Property and there are no leases, licenses, occupancy agreements or any other similar arrangement (the “Real Property Leases”) pursuant to which any third party is granted the right to use any Company Owned Real Property, other than Permitted Liens; (iii) has sufficient right of ingress and egress to the Company Owned Real Property in all material respects and enjoys peaceful and quiet possession thereof; and (iv) there are no outstanding options or rights of first offer or refusal to purchase the Company Owned Real Property. (b) Section 4.15(b) the Company Disclosure Letter sets forth a true and complete list, as list of the date hereof, address of all of the each real property (and noting whether such real property is) leased (as lessee or sublessee) (including ground leased) or licensed (as licensee) by Company or any Company Subsidiary as of the August 31, 2015 other than any Company Subsidiaries for which the annual rental value exceeds $5,000,000 pursuant Corporate Office all such real property interests, together with all right, title and interest of Company and any Company Subsidiary in and to (i) all buildings, structures and other improvements and fixtures located on or under such real property and (ii) all easements, rights and other appurtenances benefitting such real property, are individually referred to herein as a Real Property Lease (“Company Leased Property” and collectively referred to herein as the “Company Leased Real Properties.” All Company Owned Property” and, together with all Company Leased Property, may hereinafter be referred to individually or collectively as a “Company Property” and the Company Owned Real PropertyProperties and the Company Leased Properties may be referred to individually or collectively, as the “Company Real Property”). Except in respects that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, with respect to Properties.” Section 3.18(a)(iii) of the Company Leased Real Property and Disclosure Letter sets forth a list of the address of each Real Property Lease: (i) each Real Property Lease real property which, as of August 31, 2015, is in full force and effect, and the under contract by Company or a Company Subsidiary holds for purchase or which is required under a binding contract to be leased or subleased or licensed by Company or a Company Subsidiary. Neither Company nor any Company Subsidiary is (A) obligated to dispose of any material Company Property or (B) bound by any unexpired option to purchase, right of first refusal or first offer, right of reversion or any other right to purchase, ground lease or otherwise acquire any Company Property. (b) Company or a Company Subsidiary is the legal and beneficial owner of, and has good and insurable fee simple title or valid leasehold title (as applicable) to, each of the Company Properties, in each case, free and existing leasehold interest under each Real Property Lease; clear of Liens except for Company Permitted Liens. For the purposes of this Agreement, “Company Permitted Liens” means (i) Liens set forth in Section 3.18(b)(i) of the Company Disclosure Letter securing any Indebtedness, (ii) Liens for Taxes or assessments that are not delinquent or the possession validity of which is being contested in good faith by appropriate proceedings and quiet use and enjoyment of for which there are adequate reserves on the Company Leased Real Property under Financial Statements (if such Real Property Lease has not been disturbed reserves are required pursuant to GAAP) or are being contested by a tenant pursuant to, and there are no disputes with respect to any such Real Property Lease; in compliance with, the procedures set forth in the applicable Company Leases and/or Company Residential Leases, (iii) none of the Liens arising under any Company Material Contracts or other service contracts, management agreements, leasing commission agreements, or other similar agreements or obligations, (iv) any Company Leases and/or Company Residential Leases, (v) Liens imposed or promulgated by Law or any Governmental Entity, including zoning regulations, permits and licenses, in each case (A) that are not violated by any current use, occupancy or activity conducted by Company or any Company Subsidiary has given or received permitted by any written notice Company Lease and/or Company Residential Lease, or (B) with respect to which Company or a Company Subsidiary is working in good faith to cure the underlying condition giving rise to such Lien or is disputing or contesting such Lien in good faith, (vi) Liens that are disclosed on any title insurance policies with respect to each Company Owned Property or surveys made available by or on behalf of default pursuant to any such Real Property Lease; (iv) none of the Company or any Company Subsidiary or, to Parent prior to the Knowledge of the Companydate hereof, any other party to such Real Property Lease, is in breach or violation of, or in default under, such Real Property Lease, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach, violation or default, or permit the termination, modification or acceleration of rent under such Real Property Lease on the part of the Company or any Company Subsidiary, nor, to the Knowledge of the Company, on the part of the other party thereto; (v) no security deposit or portion thereof deposited with respect to such Real Property Lease has been applied in respect of a breach or default under such Real Property Lease which has not been re-deposited in full; (vi) neither the Company nor any Company Subsidiary owes, or will owe in the future based on arrangements currently in existence, any brokerage commissions or finder’s fees with respect to any Real Property Lease; (vii) none any cashiers’, landlords’, workers’, mechanics’, carriers’, workmen’s, repairmen’s and materialmen’s Liens and other similar Liens imposed by Law and incurred in the ordinary course of business that are not yet delinquent or the validity of which is being contested in good faith by appropriate proceedings and for which there are adequate reserves on the Company or any Company Subsidiary has collaterally assigned or granted any other security interest in Financial Statements (if such Real Property Lease or any interest thereinreserves are required pursuant to GAAP), other than Permitted Liens; (viii) there are no Liens on the estate which will be released or interest created by such Real Property Leaseinsured over before Closing, other than Permitted Liens; and (ix) none Liens encumbering deposits made to secure obligations arising from statutory, regulatory, contractual or warranty requirements, including rights of set off, (x) all public roads and highways, (xi) any purchase money Liens and Liens securing rental payments under capital lease arrangements and Liens incurred in connection with the acquisition of Company Property, in each case covering personal property, (xii) any other non-monetary Liens, limitations, restrictions or title defects that do not materially impair the continued use and operation of the applicable Company Property as currently used and operated, (xiii) Liens imposed by any homeowner’s association, including in connection with unpaid assessments or fines, or uncured violations of any Company Subsidiary has subleased, licensed or otherwise granted applicable homeowner’s association covenants and (xiv) any person the right to use or occupy any Company Leased Real Property or any portion thereofother Lien approved in writing by Parent.

Properties. (a) Section 4.15(a3.17(a) of the Company Disclosure Letter sets forth a true true, correct and complete list, as of the date hereof, list of all of the real property owned in fee simple by the Company or any of the Company Subsidiaries Acquired Companies (the “Owned Company Owned Real Property”). Except in respects thatas, individually or in the aggregate, have has not had had, and would not reasonably be expected to have have, a Company Material Adverse Effect, either the Company or the Company Subsidiaries: (i) an Acquired Company has good and valid marketable fee simple title to all of the Owned Company Owned Real Property, Property free and clear of all Liens other than Liens, except for Permitted Liens; , and (ii) no Acquired Company owns, holds, has granted or is in sole and exclusive possession obligated under any option, right of the first offer, right of first refusal or other contractual right to buy, acquire, sell, dispose of or lease any Owned Company Owned Real Property and there are no leases, licenses, occupancy agreements or any other similar arrangement (the “Real Property Leases”) pursuant to which any third party is granted the right to use any Company Owned Real Property, other than Permitted Liens; (iii) has sufficient right of ingress and egress to the Company Owned Real Property in all material respects and enjoys peaceful and quiet possession thereof; and (iv) there are no outstanding options portion thereof or rights of first offer or refusal to purchase the Company Owned Real Propertyinterest therein. (b) Except as, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Company Material Adverse Effect, there is no condemnation, expropriation or other proceeding in eminent domain pending or, to the knowledge of the Company, threatened, affecting any Owned Company Real Property or, to the knowledge of the Company, any Leased Company Real Property or (in either case) any portion thereof or interest therein. (c) Section 4.15(b3.17(c) of the Company Disclosure Letter sets forth a true true, correct and complete list, as of the date hereof, list of all of the real property leased by leased, licensed or occupied under any Company or any of the Company Subsidiaries for which the annual rental value exceeds $5,000,000 pursuant to a Real Property Lease that has a lease obligation of more than $125,000 per year (the “Leased Company Leased Real Property” and, together with the Owned Company Owned Real Property, the “Company Real Property”). Except in respects thatas, individually or in the aggregate, have has not had had, and would not reasonably be expected to have have, a Company Material Adverse Effect, with respect to the Leased Company Leased Real Property and each Real Property Lease: Property, (i) each all rent and other sums and charges payable by any Acquired Company as tenant or occupant under any Company Real Property Lease is have been duly paid and discharged in full force and effectall material respects, and the Company or a Company Subsidiary holds a valid and existing leasehold interest under each Real Property Lease; (ii) the possession each Acquired Company has a good and quiet use and enjoyment of the valid leasehold interest in each Leased Company Leased Real Property under such Real Property Lease has not been disturbed free and there are no disputes with respect to any such Real Property Lease; clear of all Liens, except for Permitted Liens, (iii) none of the no Acquired Company or any Company Subsidiary has given or received any written notice of default pursuant to any such Real Property Lease; (iv) none of the Company or any Company Subsidiary or, to the Knowledge of the Company, any other party to such Real Property Lease, is in breach or violation of, or in default under, such Real Property Lease, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach, violation or default, or permit the termination, modification or acceleration of rent under such Real Property Lease on the part of the Company or any Company Subsidiary, nor, to the Knowledge of the Company, on the part of the other party thereto; (v) no security deposit or portion thereof deposited with respect to such Real Property Lease has been applied in respect of a breach or default under such Real Property Lease which has not been re-deposited in full; (vi) neither the Company nor any Company Subsidiary owes, or will owe in the future based on arrangements currently in existence, any brokerage commissions or finder’s fees with respect to any Real Property Lease; (vii) none of the Company or any Company Subsidiary has collaterally assigned or granted any other security interest in such Real Property Lease or any interest therein, other than Permitted Liens; (viii) there are no Liens on the estate or interest created by such Real Property Lease, other than Permitted Liens; and (ix) none of the Company or any Company Subsidiary has subleasedleased, licensed or otherwise granted to any person Person (other than any of the other Acquired Companies) the right to use or occupy any parcel of Leased Company Leased Real Property or any portion thereof, and (iv) each Acquired Company has peaceful, undisturbed possession of each parcel of Leased Company Real Property or any portion thereof pursuant to a Company Real Property Lease, subject to any leases, subleases or similar arrangements that may be in existence. (d) Each Owned Company Real Property and Leased Company Real Property is in good operating condition and repair (subject to normal wear and tear) and is suitable for the purposes for which it is currently used, except as, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Company Material Adverse Effect. (e) Except as, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Company Material Adverse Effect, each Acquired Company has good title to, or a valid leasehold interest in, the tangible personal assets and properties used or held for use by it in connection with the conduct of its business as conducted on the date of this Agreement free and clear of all Liens, except Permitted Liens.

Properties. (a) Section 4.15(a3.17(a)(i) of the Company Disclosure Letter sets forth a true true, correct and complete list, as of the date hereof, list of all of the real property owned in fee simple by the Company or any of the Company Subsidiaries Acquired Companies (the “Owned Company Real Property”), and Section 3.17(a)(ii) of the Company Disclosure Letter sets forth a true, correct and complete list of all material real property leased, licensed or occupied by any of the Acquired Companies (the “Leased Company Real Property” and, together with the Owned Company Real Property, the “Company Real Property”). Except in respects thatas, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, either the an Acquired Company or the Company Subsidiaries: (i) has good and valid fee simple title to all of the Owned Company Owned Real Property, Property free and clear of all Liens Liens, except Permitted Liens. No Acquired Company owns, holds, has granted or is obligated under any option, right of first offer, right of first refusal or other contractual right to buy, acquire, sell, dispose or lease any of the Owned Company Real Property or other material real property or any material portion thereof or interest therein other than Permitted Liens; (ii) is in sole and exclusive possession of the pursuant to any Company Owned Real Property and there are no leases, licenses, occupancy agreements or any other similar arrangement (the “Real Property Leases”) pursuant to which any third party is granted the right to use any Company Owned Real Property, other than Permitted Liens; (iii) has sufficient right of ingress and egress to the Company Owned Real Property in all material respects and enjoys peaceful and quiet possession thereof; and (iv) there are no outstanding options or rights of first offer or refusal to purchase the Company Owned Real PropertyLease. (b) Section 4.15(b) the Company Disclosure Letter sets forth a true and complete list, as of the date hereof, of all of the real property leased by Company or any of the Company Subsidiaries for which the annual rental value exceeds $5,000,000 pursuant to a Real Property Lease (the “Company Leased Real Property” and, together with the Company Owned Real Property, the “Company Real Property”). Except in respects thatas, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, with respect to the rent and other sums and charges payable by any Acquired Company Leased Real Property and each Real Property Lease: (i) each as tenants under any Company Real Property Lease is are current in full force and effectall material respects, and the each Acquired Company or has a good and valid leasehold interest in each parcel of real property leased by it pursuant to a Company Subsidiary holds a valid and existing leasehold interest under each Real Property Lease; (ii) the possession and quiet use and enjoyment of the Company Leased Real Property under such Real Property Lease has not been disturbed free and there are no disputes with respect to any such Real Property Lease; (iii) none clear of the Company or any Company Subsidiary has given or received any written notice of default pursuant to any such Real Property Lease; (iv) none of the Company or any Company Subsidiary orall Liens, to the Knowledge of the Company, any other party to such Real Property Lease, is in breach or violation of, or in default under, such Real Property Lease, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach, violation or default, or permit the termination, modification or acceleration of rent under such Real Property Lease on the part of the Company or any Company Subsidiary, nor, to the Knowledge of the Company, on the part of the other party thereto; (v) no security deposit or portion thereof deposited with respect to such Real Property Lease has been applied in respect of a breach or default under such Real Property Lease which has not been re-deposited in full; (vi) neither the Company nor any Company Subsidiary owes, or will owe in the future based on arrangements currently in existence, any brokerage commissions or finder’s fees with respect to any Real Property Lease; (vii) none of the Company or any Company Subsidiary has collaterally assigned or granted any other security interest in such Real Property Lease or any interest therein, other than except for Permitted Liens; (viii) there are no Liens on the estate or interest created by such Real Property Lease, other than Permitted Liens; and (ix) none of the Company or any Company Subsidiary has subleased, licensed or otherwise granted any person the right to use or occupy any Company Leased Real Property or any portion thereof.

Properties. (a) Section 4.15(a) of the Company Disclosure Letter sets forth a true and complete list, Except as of the date hereof, of all of the real property owned in fee simple by the Company or any of the Company Subsidiaries (the “Company Owned Real Property”). Except in respects thatwould not reasonably be expected to have, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Parent Material Adverse Effect, either Parent and its Subsidiaries have good title to, or valid leasehold interests in, all property and assets reflected on the Company Parent Balance Sheet or acquired after the Company Subsidiaries: (i) has good and valid fee simple title to all Balance Sheet Date, except as have been disposed of since the Company Owned Real PropertyBalance Sheet Date in the ordinary course of business, free and clear of all Liens other than Permitted Liens; (ii) is in sole and exclusive possession of the Company Owned Real Property and there are no leases, licenses, occupancy agreements or any other similar arrangement (the “Real Property Leases”) pursuant to which any third party is granted the right to use any Company Owned Real Property, other than Permitted Liens; (iii) has sufficient right of ingress and egress to the Company Owned Real Property in all material respects and enjoys peaceful and quiet possession thereof; and (iv) there are no outstanding options or rights of first offer or refusal to purchase the Company Owned Real Property. (b) Except with respect to any Oil and Gas Properties, Section 4.15(b4.14(b) of the Company Parent Disclosure Letter Schedule sets forth a true list of (i) all real property owned by Parent or any of its Subsidiaries (each such property, a “Parent Owned Real Property”) and complete list(ii) all material real property leased by Parent or any of its Subsidiaries (each such property, a “Parent Leased Real Property” and together with the Parent Owned Real Property, the “Parent Real Property”). (c) Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect and except for Permitted Liens, neither Parent nor any of its Subsidiaries: (i) lease or grant any Person the right to use or occupy all or any part of any Parent Owned Real Property, or (ii) has granted any Person an option, right of first offer, or right of first refusal to purchase such Parent Owned Real Property or any portion thereof or interest therein. (d) Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, (i)Parent or one of its Subsidiaries has a valid leasehold interest in all Parent Leased Real Property, in each case as to such leasehold interest, free and clear of all Liens other than Permitted Liens and (ii) each of Parent and its Subsidiaries is in compliance in all material respects with the terms of all leases of Parent Leased Real Property to which it is a party and under which it is in occupancy, and each such lease is a legal, valid and binding agreement of (A) Parent or its Subsidiary, as the case may be, and (B) to Parent’s knowledge, each other party thereto, enforceable against Parent or such Subsidiary, as the case may be, and, to the Parent’s knowledge, against the other party or parties thereto, in each case, in accordance with its terms, subject to the Remedies Exception. (e) Except as set forth on Section 4.14(e) of the Parent Disclosure Schedule, as of the date hereof, of all of the real property leased by Company or any of the Company Subsidiaries for which the annual rental value exceeds $5,000,000 pursuant to a Real Property Lease (the “Company Leased Real Property” and, together with the Company Owned Real Property, the “Company Real Property”). Except in respects that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, with respect to the Company Leased Real Property and each Real Property Lease: (i) each Real Property Lease is in full force and effect, and the Company or a Company Subsidiary holds a valid and existing leasehold interest under each Real Property Lease; (ii) the possession and quiet use and enjoyment of the Company Leased Real Property under such Real Property Lease Parent has not been disturbed and there are no disputes with respect to any such Real Property Lease; (iii) none of the Company or any Company Subsidiary has given or received any written notice that all or any portion of default pursuant material Parent Real Property is subject to any such Real Property Lease; governmental order to be sold or is being condemned, expropriated or otherwise taken by any Governmental Authority with or without payment of compensation therefor. (ivf) none Except for any Permitted Liens and as set forth in Section 4.14(f) of the Company or any Company Subsidiary orParent Disclosure Schedule, to the Knowledge of the Company, any other party to such Real Property Lease, is in breach or violation of, or in default under, such Real Property Lease, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach, violation or default, or permit the termination, modification or acceleration of rent under such Real Property Lease on the part of the Company or any Company Subsidiary, nor, to the Knowledge of the Company, on the part of the other party thereto; Parent’s knowledge (v) no security deposit or portion thereof deposited with respect to such Real Property Lease has been applied in respect of a breach or default under such Real Property Lease which has not been re-deposited in full; (vi) neither the Company nor any Company Subsidiary owes, or will owe in the future based on arrangements currently in existence, any brokerage commissions or finder’s fees with respect to any Real Property Lease; (vii) none of the Company or any Company Subsidiary has collaterally assigned or granted any other security interest in such Real Property Lease or any interest therein, other than Permitted Liens; (viiii) there are no Liens material contractual or legal restrictions that prevent Parent or any of its Subsidiaries from using any Parent Real Property for its current use, and (ii) all structures and other buildings on the estate or interest created by such Parent Real Property Lease, other than Permitted Liens; are in operating condition and (ix) none of the Company such structures or any Company Subsidiary has subleasedbuildings is in need of maintenance or repairs except for ordinary, licensed or otherwise granted any person the right to use or occupy any Company Leased Real Property or any portion thereofroutine maintenance and repairs, and except for ordinary wear and tear in all material respects.

Properties. (a) Section 4.15(a3.14(a) of the Company Disclosure Letter sets forth a true and complete listforth, as of the date hereofof this Agreement, (i) a true, complete and correct list of all real properties owned by the Company or its Subsidiaries that are material to the business of the Company or its Subsidiaries, taken as a whole (the “Owned Real Property”), (ii) a true, complete and correct list of all leases, subleases, licenses, sublicenses or other occupancies (other than Harvesting Rights and Water Rights) to which the Company or any of its Subsidiaries is a party as tenant or licensee for real property, including all amendments, modifications or supplements thereto and guarantees thereof, in each case that are material to the business of the Company and its Subsidiaries, taken as a whole (collectively, the “Real Property Leases”) and (iii) a list of all real property owned in fee simple leased or licensed by the Company or any of its Subsidiaries as lessors that are material to the business of the Company Subsidiaries and its Subsidiaries, taken as a whole (collectively, the “Company Owned Leased Real PropertyProperties”). The Company has made available to Parent and Merger Sub true, correct and complete copies of all Real Property Leases. (b) Except in respects that, individually or in the aggregate, have not had and as would not reasonably be expected to have a Company Material Adverse Effect, either (i) the Company or the Company Subsidiaries: (i) one of its Subsidiaries has good and valid fee simple marketable title to all of the Company Owned Real Property, free and clear of all Liens other than Permitted Liens; (ii) is in sole and exclusive possession of the Company Owned Real Property and there are no leases, licenses, occupancy agreements or any other similar arrangement (the “Real Property Leases”) pursuant to which any third party is granted the right to use any Company Owned Real Property, other than Permitted Liens; , (iii) has sufficient right of ingress and egress to the Company Owned Real Property in all material respects and enjoys peaceful and quiet possession thereof; and (ivii) there are no outstanding options existing, pending or, to the Knowledge of the Company, threatened condemnation, eminent domain or rights of first offer or refusal to purchase similar proceedings affecting any Owned Real Property and (iii) except for Permitted Liens, neither the Company nor any of its Subsidiaries has assigned, transferred, conveyed, mortgaged or deeded in trust any interest in any of the Owned Real PropertyProperties. (bc) Section 4.15(b) the Company Disclosure Letter sets forth a true and complete list, Except as of the date hereof, of all of the real property leased by Company or any of the Company Subsidiaries for which the annual rental value exceeds $5,000,000 pursuant to a Real Property Lease (the “Company Leased Real Property” and, together with the Company Owned Real Property, the “Company Real Property”). Except in respects that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, with respect to (i) the Company Leased Real Property or one of its Subsidiaries has good and valid leasehold or subleasehold (as applicable) title under each Real Property Lease: , sufficient to allow each of the Company and its Subsidiaries to conduct its business as currently conducted, free and clear of all Liens, other than Permitted Liens, (iii) each Real Property Lease under which the Company or any of its Subsidiaries leases, subleases or otherwise occupies any real property is valid, binding and in full force and effect, subject to the Enforceability Exceptions and the Company or a Company Subsidiary holds a valid and existing leasehold interest under each Real Property Lease; (ii) the possession and quiet use and enjoyment of the Company Leased Real Property under such Real Property Lease has not been disturbed and there are no disputes with respect to any such Real Property Lease; (iii) none of neither the Company or nor any Company Subsidiary has given or received any written notice of default pursuant to any such Real Property Lease; (iv) none of the Company or any Company Subsidiary its Subsidiaries or, to the Knowledge of the Company, any other party to such Real Property Lease, is in breach or violation Lease has violated any provision of, or in taken or failed to take any act which, with or without notice, lapse of time, or both, would constitute a default under, under the provisions of such Real Property Lease, Lease and no event has occurred or circumstance exists is reasonably expected to occur which, with the delivery of or without notice, the passage lapse of time or both, would constitute a default under the provisions of such Real Property Lease, (iv) to the Knowledge of the Company, as of the date hereof, neither the Company nor any of its Subsidiaries has received written notice from any other party to a breachReal Property Lease that such other party intends to terminate, violation or defaultnot renew, or permit renegotiate in any material respect the termination, modification or acceleration terms of rent under any such Real Property Lease on (except in accordance with the part terms thereof) and (v) either the Company or one of its Subsidiaries is in possession of each real property subject to a Real Property Lease and has not leased, subleased, licensed or otherwise granted to any Person the right to use or occupy any such real property subject to a Real Property Lease or any portion thereof. (d) The Owned Real Property and real property demised under each Real Property Lease encompasses all of the material real property required to conduct the business of the Company or any of its Subsidiaries after the Closing Date as it is presently conducted (for the avoidance of doubt, excluding any Harvesting Rights or Water Rights). (e) To the Knowledge of the Company, (i) there are no pending or threatened Proceedings against the Company Subsidiaryor any of its Subsidiaries related to the presence of wildlife which inhabit areas of the Timberlands that are protected pursuant to the Endangered Species Act (U.S.), northe Endangered Species Act (Ontario), the Species at Risk Act (Canada) or comparable state, provincial, local or municipal Laws related to the protection of endangered species. (f) To the Knowledge of the Company, since May 1, 2019, there has been no material loss of timber from the Timberlands due to any casualty, insect infestation or other causes beyond the control of the Company or its Subsidiaries, other than such loss that would not have a Company Material Adverse Effect. (g) Except as would not have a Company Material Adverse Effect, to the Knowledge of the Company, on there are no unresolved disputes between the part Company (or any Subsidiary of the other Company) and any third party thereto; (v) no security deposit or portion thereof deposited with respect to such Real Property Lease has been applied in respect access to or use of a breach or default under such Real Property Lease which has not been re-deposited in full; the Timberlands. (vih) neither To the Knowledge of the Company, no Person other than the Company nor any Company or a Subsidiary owes, or will owe in the future based on arrangements currently in existence, any brokerage commissions or finder’s fees with respect to any Real Property Lease; (vii) none of the Company (or any Company Subsidiary contractors harvesting on their behalf) has collaterally assigned asserted or granted any other security interest alleged, in such Real Property Lease or any interest thereinwriting, other than Permitted Liens; (viii) there are no Liens the right to harvest timber on the estate or interest created Timberlands, except pursuant to Contracts entered into by such Real Property Lease, other than Permitted Liens; and (ix) none of the Company or any Company Subsidiary has subleased, licensed or otherwise granted any person its Subsidiaries in the right to use or occupy any Company Leased Real Property or any portion thereofordinary course of business and in a manner not inconsistent with its harvesting plan.

Properties. (a) Section 4.15(aExcept (i) of as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect and (ii) for Permitted Liens, the Company Disclosure Letter sets forth a true and complete listits Subsidiaries have good title to, or valid leasehold or sublease interests in (or other comparable contract rights in or relating to), all tangible properties and assets reflected on the Company Balance Sheet or acquired after the Company Balance Sheet Date, except as have been disposed of since the Company Balance Sheet Date in the ordinary course of business. The machinery, equipment, furniture, fixtures and other tangible personal property and assets owned, leased or used by the Company or any of its Subsidiaries are, in the aggregate, sufficient and adequate to carry on their respective businesses in all material respects as conducted as of the date hereof, and the Company and its Subsidiaries are in possession of and have good title to, or valid leasehold interests in or valid rights under contract to use, such machinery, equipment, furniture, fixtures and other tangible personal property and assets that are material to the Company and its Subsidiaries, taken as a whole, free and clear of all Liens (other than Permitted Liens), except for conditions or defects in title or Liens that in the aggregate would not be reasonably likely to result in a Company Material Adverse Effect. (b) Section 3.16(b) of the Company Disclosure Schedule contains a list of all real property owned in fee simple by the Company or any of its Subsidiaries as of the Company Subsidiaries date of this Agreement (the “Company Owned Real Property”)) that is material to the Company or any of its Subsidiaries. Except in respects thatas would not reasonably be expected to have, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, either the Company or the Company Subsidiaries: (i) one of its Subsidiaries has good and valid fee simple title to all of the Company Owned Real Property, free and clear of all Liens other than Permitted Liens; (ii) is in sole and exclusive possession of the Company Owned Real Property and there are no leases, licenses, occupancy agreements or any other similar arrangement (the “Real Property Leases”) pursuant to which any third party is granted the right to use any Company Owned Real Property, other than Permitted Liens; (iii) has sufficient right of ingress and egress to the Company Owned Real Property in all material respects and enjoys peaceful and quiet possession thereof; and (iv) there are no outstanding options or rights of first offer or refusal to purchase the Company Owned Real Property. (bc) Section 4.15(b) the Company Disclosure Letter sets forth a true and complete list, Except as of the date hereof, of all of the real property leased by Company or any of the Company Subsidiaries for which the annual rental value exceeds $5,000,000 pursuant would not reasonably be expected to a Real Property Lease (the “Company Leased Real Property” and, together with the Company Owned Real Property, the “Company Real Property”). Except in respects thathave, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, with respect to the Company Leased Real Property and each Real Property Lease: (i) each Real Property Lease is lease, sublease or license requiring annual payments in excess of $100,000 (each, a “Company Lease”) under which the Company or any of its Subsidiaries leases, subleases or licenses any real property is, to the Company’s Knowledge, valid and in full force and effect, and the Company or a Company Subsidiary holds a valid and existing leasehold interest under each Real Property Lease; (ii) the possession and quiet use and enjoyment of the Company Leased Real Property under such Real Property Lease has not been disturbed and there are no disputes with respect to any such Real Property Lease; (iii) none of the Company or any Company Subsidiary has given or received any written notice of default pursuant to any such Real Property Lease; (iv) none of the Company or any Company Subsidiary or, to the Knowledge of the Company, any other party to such Real Property Lease, is in breach or violation of, or in default under, such Real Property Lease, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach, violation or default, or permit the termination, modification or acceleration of rent under such Real Property Lease on the part of the Company or any Company Subsidiary, nor, to the Knowledge of the Company, on the part of the other party thereto; (v) no security deposit or portion thereof deposited with respect to such Real Property Lease has been applied in respect of a breach or default under such Real Property Lease which has not been re-deposited in full; (vi) neither the Company nor any of its Subsidiaries, nor to the Company’s Knowledge any other party to a Company Subsidiary owesLease, has violated any provision of, or will owe in taken or failed to take any act which, with or without notice, lapse of time, or both, would constitute a default under the future based on arrangements currently in existenceprovisions of such Company Lease, any brokerage commissions or finder’s fees with respect to any Real Property Lease; and (viiiii) none of neither the Company nor any of its Subsidiaries has received written notice that it has breached, violated or defaulted under any Company Subsidiary has collaterally assigned or granted any other security interest in such Real Property Lease or any interest therein, other than Permitted Liens; (viii) there are no Liens on the estate or interest created by such Real Property Lease, other than Permitted Liens; and (ix) none of the Company or any Company Subsidiary has subleased, licensed or otherwise granted any person the right to use or occupy any Company Leased Real Property or any portion thereof.

Properties. (a) Section 4.15(aSchedule 4.13(a) of the Company Disclosure Letter sets forth Schedule contains a true and complete list, as of the date hereof, list of all of the real property owned in fee simple by the Company or any of the Company its Subsidiaries (the “Company Owned Real Property”)) and for each parcel of Owned Real Property, identifies the correct street address (including business unit, if applicable) of such Owned Real Property. Except in respects thatNeither the Company nor any of its Subsidiaries has received any notice of any, and to the Knowledge of the Company there is no, default under any restrictive covenants, restrictions and conditions affecting the Owned Real Property and there has not occurred any event that with the lapse of time or the giving of notice or both would constitute such a default under any such restrictive covenants, restrictions or conditions, except as, individually or in the aggregate, has not had and would not reasonably be expected to have a material adverse effect on the Company’s or any of its Subsidiaries’ present use, enjoyment and marketability of each such parcel of the Owned Real Property. (b) Schedule 4.13(b) of the Company Disclosure Schedule contains a true and complete list of all real property leased, subleased, licensed or otherwise used or occupied (whether as a tenant, subtenant or pursuant to other occupancy arrangements) by the Company or any of its Subsidiaries or which the Company or any of its Subsidiaries has the right to use or occupy (collectively, including the improvements thereon, the “Leased Real Property”), and for each Leased Real Property, identifies the correct street address (including business unit, if applicable) of such Leased Real Property. True and complete copies of all agreements (including all material written modifications, amendments, supplements, waivers and side letters thereto) under which the Company or any Subsidiary is the landlord, sublandlord, tenant, subtenant, or occupant (each a “Real Property Lease”) that have not been terminated or expired as of the date of this Agreement have been made available to Parent prior to the date hereof. (c) The Company and/or its Subsidiaries have good and marketable fee simple title to all Owned Real Property and valid leasehold estates in all Leased Real Property free and clear, in each case, of all Liens other than Permitted Liens, except as, individually or in the aggregate, has not had and would not reasonably be expected to have a material adverse effect on the Company’s or any of its Subsidiaries’ present use, enjoyment and marketability of each such parcel of Owned Real Property or Leased Real Property. (d) Other than the Real Property Leases, none of the Owned Real Property or the Leased Real Property is subject to any lease, sublease, license or other agreement granting to any other Person any right to the use, occupancy or enjoyment of such Owned Real Property or Leased Real Property or any part thereof, except as, individually or in the aggregate, has not had and would not reasonably be expected to have a material adverse effect on the Company’s or any of its Subsidiaries’ present use, enjoyment and marketability of each such parcel of Owned Real Property or Leased Real Property. (e) Each Real Property Lease is in full force and effect and constitutes the valid and legally binding obligation of the Company or its Subsidiaries, enforceable in accordance with its terms (subject to the Bankruptcy and Equity Exception), and there is no material default under any Real Property Lease either by the Company or its Subsidiaries party thereto or, to the Knowledge of the Company, by any other party thereto, except as, individually or in the aggregate, has not had and would not reasonably be expected to have a material adverse effect on the Company’s or any of its Subsidiaries’ leasehold interest in a parcel of Leased Real Property. (f) There does not exist any violations of building codes or pending condemnation or eminent domain proceedings that affect any Owned Real Property or, to the Knowledge of the Company, any such proceedings that affect any Leased Real Property or, to the Knowledge of the Company, any threatened condemnation or eminent domain proceedings that affect any Owned Real Property or Leased Real Property, and neither the Company nor its Subsidiaries have received any written notice of the intention of any Governmental Authority or other Person to take or use any Owned Real Property or Leased Real Property, except as, individually or in the aggregate, has not had and would not reasonably be expected to have a material adverse effect on the Company’s or any of its Subsidiaries’ present use, enjoyment and marketability of each such parcel of Owned Real Property or Leased Real Property. (g) The buildings and improvements on the Owned Real Property and the Leased Real Property are in good condition and in a state of good and working maintenance and repair, ordinary wear and tear excepted, except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. (h) The Company and each of its Subsidiaries are in possession of and have good title to, either or have valid leasehold interests in, all tangible personal property used in the business of the Company and each of its Subsidiaries, respectively, and all such tangible personal property is owned by the Company or the Company any of its Subsidiaries: (i) has good and valid fee simple title to all of the Company Owned Real Property, free and clear of all Liens other than Permitted Liens; (ii) , or is leased under a valid and subsisting lease, and in any case, is in sole good working order and exclusive possession of the Company Owned Real Property condition, ordinary wear and there are no leasestear excepted, licenses, occupancy agreements or any other similar arrangement (the “Real Property Leases”) pursuant to which any third party is granted the right to use any Company Owned Real Property, other than Permitted Liens; (iii) has sufficient right of ingress and egress to the Company Owned Real Property in all material respects and enjoys peaceful and quiet possession thereof; and (iv) there are no outstanding options or rights of first offer or refusal to purchase the Company Owned Real Property. (b) Section 4.15(b) the Company Disclosure Letter sets forth a true and complete list, as of the date hereof, of all of the real property leased by Company or any of the Company Subsidiaries for which the annual rental value exceeds $5,000,000 pursuant to a Real Property Lease (the “Company Leased Real Property” and, together with the Company Owned Real Property, the “Company Real Property”). Except in respects thatexcept as, individually or in the aggregate, have has not had and would not reasonably be expected to have a Company Material Adverse Effect, with respect to the Company Leased Real Property and each Real Property Lease: (i) each Real Property Lease is in full force and effect, and the Company or a Company Subsidiary holds a valid and existing leasehold interest under each Real Property Lease; (ii) the possession and quiet use and enjoyment of the Company Leased Real Property under such Real Property Lease has not been disturbed and there are no disputes with respect to any such Real Property Lease; (iii) none of the Company or any Company Subsidiary has given or received any written notice of default pursuant to any such Real Property Lease; (iv) none of the Company or any Company Subsidiary or, to the Knowledge of the Company, any other party to such Real Property Lease, is in breach or violation of, or in default under, such Real Property Lease, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach, violation or default, or permit the termination, modification or acceleration of rent under such Real Property Lease on the part of the Company or any Company Subsidiary, nor, to the Knowledge of the Company, on the part of the other party thereto; (v) no security deposit or portion thereof deposited with respect to such Real Property Lease has been applied in respect of a breach or default under such Real Property Lease which has not been re-deposited in full; (vi) neither the Company nor any Company Subsidiary owes, or will owe in the future based on arrangements currently in existence, any brokerage commissions or finder’s fees with respect to any Real Property Lease; (vii) none of the Company or any Company Subsidiary has collaterally assigned or granted any other security interest in such Real Property Lease or any interest therein, other than Permitted Liens; (viii) there are no Liens on the estate or interest created by such Real Property Lease, other than Permitted Liens; and (ix) none of the Company or any Company Subsidiary has subleased, licensed or otherwise granted any person the right to use or occupy any Company Leased Real Property or any portion thereof.

Properties. Company or Company Bank (a) Section 4.15(a) of the Company Disclosure Letter sets forth a true and complete listhas good and, as of to real property, marketable title to all the material properties and assets reflected in either the latest audited balance sheet or latest interim balance sheet included in the Financial Statements as being owned by Company or Company Bank or acquired after the date hereof, thereof (except properties sold or otherwise disposed of all since the date thereof in the ordinary course of the real property owned in fee simple by the Company or any of the Company Subsidiaries business consistent with past practice) (the “Company Owned Real Property”Properties“). Except in respects that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, either the Company or the Company Subsidiaries: (i) has good and valid fee simple title to all of the Company Owned Real Property, free and clear of all Liens other than Permitted Liens; of any nature whatsoever, except (i) statutory Liens securing payments not yet due or which are contested in good faith and for which adequate reserves have been taken, (ii) is in sole Liens for real property Taxes not yet due and exclusive possession of the Company Owned Real Property and there are no leasespayable, licenses, occupancy agreements or any other similar arrangement (the “Real Property Leases”) pursuant to which any third party is granted the right to use any Company Owned Real Property, other than Permitted Liens; (iii) has sufficient right easements, rights of ingress way, and egress to other similar encumbrances that do not materially affect the Company Owned Real Property in all material respects and enjoys peaceful and quiet possession thereof; use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (iv) there are no outstanding options such imperfections or rights irregularities of first offer title or refusal to purchase Liens as do not materially affect the use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, “Company Owned Real Property. Permitted Encumbrances”), and (b) Section 4.15(b) is the Company Disclosure Letter sets forth a true and complete list, as lessee of all leasehold estates reflected in either the Financial Statements or acquired after the date hereof, of all of thereof (except for leases that have expired by their terms since the real property leased by Company or any of the Company Subsidiaries for which the annual rental value exceeds $5,000,000 pursuant to a Real Property Lease date thereof) (the “Company Leased Real Property” and, together collectively with the Company Owned Real PropertyProperties that constitute real property, the “Company Real Property”“). Except , free and clear of all Liens of any nature whatsoever, except for Company Permitted Encumbrances, and is in respects thatpossession of the properties purported to be leased thereunder, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, with respect to the Company Leased Real Property and each Real Property Lease: (i) each Real Property Lease such lease is in full force and effect, and valid without default thereunder by the Company or a Company Subsidiary holds a valid and existing leasehold interest under each Real Property Lease; (ii) the possession and quiet use and enjoyment of the Company Leased Real Property under such Real Property Lease has not been disturbed and there are no disputes with respect to any such Real Property Lease; (iii) none of the Company or any Company Subsidiary has given or received any written notice of default pursuant to any such Real Property Lease; (iv) none of the Company or any Company Subsidiary lessee or, to the Knowledge of the Company, any other party to such Real Property Lease, is in breach or violation of, or in default under, such Real Property Lease, and no event has occurred or circumstance exists which, with the delivery of notice’s Knowledge, the passage of time or bothlessor. There are no pending or, would constitute such a breachto Company’s Knowledge, violation or default, or permit the termination, modification or acceleration of rent under such Real Property Lease on the part of threatened (in writing) condemnation proceedings against the Company or any Company Subsidiary, nor, to the Knowledge of the Company, on the part of the other party thereto; (v) no security deposit or portion thereof deposited with respect to such Real Property Lease has been applied in respect of a breach or default under such Real Property Lease which has not been re-deposited in full; (vi) neither the Company nor any Company Subsidiary owes, or will owe in the future based on arrangements currently in existence, any brokerage commissions or finder’s fees with respect to any Real Property Lease; (vii) none of the Company or any Company Subsidiary has collaterally assigned or granted any other security interest in such Real Property Lease or any interest therein, other than Permitted Liens; (viii) there are no Liens on the estate or interest created by such Real Property Lease, other than Permitted Liens; and (ix) none of the Company or any Company Subsidiary has subleased, licensed or otherwise granted any person the right to use or occupy any Company Leased Real Property or any portion thereofProperty.

Properties. (a) Section 4.15(a) None of the Company Disclosure Letter sets forth a true and complete list, as of the date hereof, of all of the real property owned in fee simple by the Company or any of the Company Subsidiaries owns any real property. The Company and the Company Subsidiaries have valid leasehold interests in all leased real property. None of such property interests is subject to any Lien, except for Permitted Liens. (b) The Company and the “Company Owned Real Property”)Subsidiaries have good and valid title to, or in the case of leased property and assets, have rights to use pursuant to valid leasehold or license interests in, all personal property and assets (whether tangible or intangible) reflected on the Balance Sheet or acquired after the Balance Sheet Date, except for properties and assets disposed of since the Balance Sheet in the ordinary course of business consistent with past practice. Except in respects thatNone of such property or assets is subject to any Lien, except Permitted Liens. (c) There are no developments affecting any such property or assets pending or, to the knowledge of the Company, threatened, which would detract from the value or interfere with any present use of any such property or assets, except as would not reasonably be expected to be, individually or in the aggregate, material to the Company and the Company Subsidiaries, taken as a whole. (d) Equipment owned by the Company or any Company Subsidiary have not had no material defects, are in good operating condition and repair and have been reasonably maintained consistent with standards generally followed in the industry (giving due account to the age and length of use of same, ordinary wear and tear and routine repair and maintenance excepted), except as would not reasonably be expected to have a Company Material Adverse Effect, either the Company or the Company Subsidiaries: (i) has good and valid fee simple title to all of the Company Owned Real Property, free and clear of all Liens other than Permitted Liens; (ii) is in sole and exclusive possession of the Company Owned Real Property and there are no leases, licenses, occupancy agreements or any other similar arrangement (the “Real Property Leases”) pursuant to which any third party is granted the right to use any Company Owned Real Property, other than Permitted Liens; (iii) has sufficient right of ingress and egress to the Company Owned Real Property in all material respects and enjoys peaceful and quiet possession thereof; and (iv) there are no outstanding options or rights of first offer or refusal to purchase the Company Owned Real Property. (b) Section 4.15(b) the Company Disclosure Letter sets forth a true and complete list, as of the date hereof, of all of the real property leased by Company or any of the Company Subsidiaries for which the annual rental value exceeds $5,000,000 pursuant to a Real Property Lease (the “Company Leased Real Property” and, together with the Company Owned Real Property, the “Company Real Property”). Except in respects thatbe, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, with respect material to the Company Leased Real Property and each Real Property Lease: (i) each Real Property Lease is in full force and effect, and the Company Subsidiaries, taken as a whole. (e) The property and assets owned, licensed or a Company Subsidiary holds a valid and existing leasehold interest under each Real Property Lease; (ii) the possession and quiet use and enjoyment of the Company Leased Real Property under such Real Property Lease has not been disturbed and there are no disputes with respect to any such Real Property Lease; (iii) none of the Company or any Company Subsidiary has given or received any written notice of default pursuant to any such Real Property Lease; (iv) none of the Company or any Company Subsidiary or, to the Knowledge of the Company, any other party to such Real Property Lease, is in breach or violation of, or in default under, such Real Property Lease, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach, violation or default, or permit the termination, modification or acceleration of rent under such Real Property Lease on the part of leased by the Company or any Company Subsidiary, noror which they otherwise have the right to use, to the Knowledge constitute all of the Company, on property and assets used or held for use in connection with the part of the other party thereto; (v) no security deposit or portion thereof deposited with respect to such Real Property Lease has been applied in respect of a breach or default under such Real Property Lease which has not been re-deposited in full; (vi) neither the Company nor any Company Subsidiary owes, or will owe in the future based on arrangements currently in existence, any brokerage commissions or finder’s fees with respect to any Real Property Lease; (vii) none respective businesses of the Company or any Company Subsidiary has collaterally assigned or granted any other security interest in such Real Property Lease or any interest therein, other than Permitted Liens; (viii) there are no Liens on the estate or interest created by such Real Property Lease, other than Permitted Liens; and (ix) none of the Company Subsidiaries in all material respects; provided that nothing in this Section 3.18(e) shall be construed as a representation or warranty regarding no infringement, no misappropriation or no other violation of any Company Subsidiary has subleased, licensed or otherwise granted any person the right to use or occupy any Company Leased Real Intellectual Property or any portion thereofRights.

Properties. (a) Section 4.15(a) of the Company Disclosure Letter sets forth a true and complete list, Except as of the date hereof, of all of the real property owned in fee simple by the Company or any of the Company Subsidiaries (the “Company Owned Real Property”). Except in respects thatwould not reasonably be expected to have, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse EffectEffect on the Company, either the Company or its Subsidiaries have good title to, or valid leasehold interests in, all property and assets reflected on the Company Subsidiaries: (i) has good and valid fee simple title to all of Balance Sheet or acquired after the Company Owned Real PropertyBalance Sheet Date, free and clear of all Liens other than except Permitted Liens; (ii) is in sole and exclusive possession , except as have been disposed of since the Company Owned Real Property and there are no leases, licenses, occupancy agreements or any other similar arrangement (Balance Sheet Date in the “Real Property Leases”) pursuant to which any third party is granted the right to use any Company Owned Real Property, other than Permitted Liens; (iii) has sufficient right ordinary course of ingress and egress to the Company Owned Real Property in all material respects and enjoys peaceful and quiet possession thereof; and (iv) there are no outstanding options or rights of first offer or refusal to purchase the Company Owned Real Propertybusiness. (b) Section 4.15(bThe Company does not, nor do any of its Subsidiaries, own any real property. (c) The Company has disclosed in the Company Disclosure Letter sets forth SEC Documents a true and complete list, as of the date hereof, list of all leases, subleases, licenses and other use and occupancy arrangements of the real property leased by for which the Company or any a Subsidiary of the Company Subsidiaries for which the annual rental value exceeds $5,000,000 pursuant is a tenant or subtenant, licensee or occupant as required to a Real Property Lease be disclosed therein (the “Company Leased Real Property” and, together with the Company Owned Real Propertysuch real property, the “Company Leased Real Property”). Except in respects thatas would not reasonably be expected to have, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse EffectEffect on the Company, with respect to the Company Leased Real Property and each Real Property Lease: (i) each lease or sublease (each, a “Material Real Property Lease Lease”) under which the Company or any of its Subsidiaries leases or subleases any such Leased Real Property is valid and in full force and effect, effect and the Company or a Company Subsidiary holds a valid and existing leasehold interest under each Real Property Lease; (ii) the possession and quiet use and enjoyment of the Company Leased Real Property under such Real Property Lease has not been disturbed and there are no disputes with respect to any such Real Property Lease; (iii) none of the Company or any Company Subsidiary has given or received any written notice of default pursuant to any such Real Property Lease; (iv) none of the Company or any Company Subsidiary or, to the Knowledge of the Company, any other party to such Real Property Lease, is in breach or violation of, or in default under, such Real Property Lease, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach, violation or default, or permit the termination, modification or acceleration of rent under such Real Property Lease on the part of the Company or any Company Subsidiary, nor, to the Knowledge of the Company, on the part of the other party thereto; (v) no security deposit or portion thereof deposited with respect to such Real Property Lease has been applied in respect of a breach or default under such Real Property Lease which has not been re-deposited in full; (vi) neither the Company nor any Company Subsidiary owesof its Subsidiaries, or will owe in nor to the future based on arrangements currently in existence, any brokerage commissions or finderCompany’s fees with respect to any Real Property Lease; (vii) none of the Company or any Company Subsidiary has collaterally assigned or granted knowledge any other security interest in such Real Property Lease or any interest therein, other than Permitted Liens; (viii) there are no Liens on the estate or interest created by such party to a Material Real Property Lease, other than Permitted Liens; has violated any provision of, or taken or failed to take any act which, with or without notice, lapse of time, or both, would constitute a default under the provisions of such Material Real Property Lease, and (ix) none of neither the Company nor any of its Subsidiaries has received or given any notice in writing that there is a breach, violation or default under any Material Real Property Lease where such breach, violation or default remains uncured. Neither the Company Subsidiary nor any of its Subsidiaries has subleased, licensed subleased or otherwise granted any person Person the right to use or occupy any Company Leased Real Property. There is no condemnation proceeding pending or, to the knowledge of the Company, threatened as to any Material Real Property or Lease nor any portion thereofmaterial casualty which has not been fully restored.

Properties. (a) Section 4.15(a3.14(a) of the Company Disclosure Letter sets forth a true correct and complete list, as of the date hereof, list of all of the real property owned in fee simple by the Company or any Company Subsidiary that is material to the operation of the business of the Company Subsidiaries or any Company Subsidiary (the “Company Owned Real Property”). Section 3.14(b) of the Company Disclosure Letter sets forth a correct and complete list of all leases, subleases, licenses, use or occupancy or similar agreements that cover real property that is material to the operation of the business of the Company or any Company Subsidiary (as amended or modified from time to time, the “Real Property Leases”) and under which the Company or any Company Subsidiary is a party as tenant, subtenant or in a similar capacity, and sets forth the street address of the real property that is the subject of any Real Property Lease (the “Leased Real Property” and together with the Owned Real Property, the “Real Property”). The Company has previously made available to Parent correct and complete copies of each Real Property Lease. Except in respects thatas, individually or in the aggregate, have has not had and or would not reasonably be expected to have a Company Material Adverse Effect, either the Company or the Company Subsidiaries: (i) has good the Company and valid fee simple title to all each of the Company Subsidiaries has good, valid and marketable title to the Owned Real Property and a valid leasehold or sublease interest in the Leased Real Property, in each case, free and clear of all Liens other than except for Permitted Liens; , (ii) is in sole and exclusive possession of the Company Owned Real Property and there are no leases, licenses, occupancy agreements or any other similar arrangement (the “Real Property Leases”) pursuant to which any third party is granted the right to use any Company Owned Real Property, other than Permitted Liens; (iii) has sufficient right of ingress and egress to the Company Owned Real Property in all material respects and enjoys peaceful and quiet possession thereof; and (iv) there are no outstanding options or rights of first offer or refusal to purchase the Company Owned Real Property. (b) Section 4.15(b) the Company Disclosure Letter sets forth a true and complete list, as of the date hereof, of all of the real property leased by Company or any of the Company Subsidiaries for which the annual rental value exceeds $5,000,000 pursuant to a Real Property Lease (the “Company Leased Real Property” and, together with the Company Owned Real Property, the “Company Real Property”). Except in respects that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, with respect to the Company Leased Real Property and each Real Property Lease: (i) each Real Property Lease is valid, in full force and effecteffect and enforceable against the Company or Company Subsidiary that is party thereto, (iii) the Company and the Company or a Company Subsidiary holds a valid and existing leasehold interest under each Real Property Lease; Subsidiaries are not in default (ii) the possession and quiet use and enjoyment of the Company Leased Real Property under such Real Property Lease has not been disturbed and there are is no disputes with respect to any such Real Property Lease; (iii) none event or condition that after notice or lapse of time or both would constitute a default by the Company or any Company Subsidiary has given or received Subsidiary) under any written notice of default pursuant to any such Real Property Lease; (iv) none of the Company or any Company Subsidiary orLease and, to the Knowledge of the Company, there is no default (or event or condition that after notice or lapse of time or both would constitute a default) by any other party to such thereto under any Real Property Lease, is in breach (iv) no Person leases, subleases, licenses or violation of, otherwise has a right to use or in default under, such occupy any of the Real Property Lease, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach, violation or default, or permit the termination, modification or acceleration of rent under such Real Property Lease on the part of other than the Company or any Company Subsidiary, nor, to the Knowledge of the Company, on the part of the other party thereto; Subsidiary and (v) no security deposit or portion thereof deposited with respect to such all improvements located on the Real Property Lease has been applied are in respect sufficiently good condition and repair (ordinary wear and tear excepted) to allow the business of a breach or default under such Real Property Lease which has not been re-deposited the Company and the Company Subsidiaries to be operated in full; (vi) neither the ordinary course as currently operated and as presently proposed to be operated. Neither the Company nor any Company Subsidiary owes, or will owe in the future based on arrangements currently in existence, any brokerage commissions or finder’s fees with respect is a party to any agreement for the sale of any Real Property Lease; (vii) none of the Company or any Company Subsidiary has collaterally assigned or granted any Property. No other security interest in such Real Property Lease or any interest thereinreal property, other than Permitted Liens; (viii) there are no Liens on the estate or interest created by such Real Property LeaseProperty, other than Permitted Liens; and (ix) none is material to the operation of the business by the Company or any Company Subsidiary has subleased, licensed or otherwise granted any person as conducted as of the right to use or occupy any Company Leased Real Property or any portion thereofdate hereof.

Properties. (a) Section 4.15(a3.19(a) of the Company Disclosure Letter sets forth a true and complete list, as of the date hereof, address of all of the real property owned in fee simple by the Company or any Company Subsidiary as of the Company Subsidiaries date of this Agreement (the “Company Owned Real Property”). Except in respects thatWith respect to each Owned Real Property, except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, (i) the Company or the Company Subsidiary (as the case may be) has good and marketable title to such Owned Real Property, free and clear of all Liens, except Permitted Liens; (ii) except as set forth in Section 3.19(a) of the Company Disclosure Letter, the Company or the Company Subsidiary has not had leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof and (iii) there are no outstanding options, rights of first offer or rights of first refusal to purchase such Owned Real Property or any portion thereof or interest therein. (b) Section 3.19(b) of the Company Disclosure Letter sets forth the address of each leasehold or subleasehold estate held by the Company or any Company Subsidiary as of the date of this Agreement that is operated as either a “X.X. Xxxxx’x China Bistro” or “Xxx Xxx Asian Diner” restaurant and for which total rent paid by the Company or any Company Subsidiary during the 2011 calendar year was $300,000 or more (collectively, the “Leased Real Property” and leases or subleases for the Leased Real Property are referred to herein as “Material Real Property Leases”). The Company or a Company Subsidiary has a valid leasehold interest in all of the Leased Real Property free and clear of all Liens (except for Permitted Liens), except as would not reasonably be expected to have a Company Material Adverse Effect. (c) Except as would not reasonably be expected to have a Company Material Adverse Effect, either the Company or the Company Subsidiaries: (i) has good and valid fee simple title to all each of the Company Owned Real Propertyand the Company Subsidiaries has title to, or a valid leasehold interest in, as applicable, all personal property used in their respective businesses free and clear of all Liens other than any Liens, except for Permitted Liens; (ii) is in sole and exclusive possession of the Company . Such personal property, Owned Real Property and there are no leases, licenses, occupancy agreements or any other similar arrangement (the “Leased Real Property Leases”(taken as a whole) pursuant to which any third party is granted the right to use any Company Owned Real Propertyis, other than Permitted Liens; (iii) has sufficient right of ingress and egress to the Company Owned Real Property in all material respects and enjoys peaceful and quiet possession thereof; and (iv) there are no outstanding options or rights of first offer or refusal to purchase the Company Owned Real Property. (b) Section 4.15(b) the Company Disclosure Letter sets forth a true and complete list, as Knowledge of the date hereofCompany, of all of the real property leased by Company or any of the Company Subsidiaries in good operating condition and repair, ordinary wear and tear and deferred maintenance excepted, and except for such failures to be in good operating condition and repair which the annual rental value exceeds $5,000,000 pursuant to a Real Property Lease (the “Company Leased Real Property” and, together with the Company Owned Real Property, the “Company Real Property”). Except in respects that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, with respect to the Company Leased Real Property and each Real Property Lease: (i) each Real Property Lease is in full force and effect, and the Company or a Company Subsidiary holds a valid and existing leasehold interest under each Real Property Lease; (ii) the possession and quiet use and enjoyment of the Company Leased Real Property under such Real Property Lease has not been disturbed and there are no disputes with respect to any such Real Property Lease; (iii) none of the Company or any Company Subsidiary has given or received any written notice of default pursuant to any such Real Property Lease; (iv) none of the Company or any Company Subsidiary or, to the Knowledge of the Company, any other party to such Real Property Lease, is in breach or violation of, or in default under, such Real Property Lease, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach, violation or default, or permit the termination, modification or acceleration of rent under such Real Property Lease on the part of the Company or any Company Subsidiary, nor, to the Knowledge of the Company, on the part of the other party thereto; (v) no security deposit or portion thereof deposited with respect to such Real Property Lease has been applied in respect of a breach or default under such Real Property Lease which has not been re-deposited in full; (vi) neither the Company nor any Company Subsidiary owes, or will owe in the future based on arrangements currently in existence, any brokerage commissions or finder’s fees with respect to any Real Property Lease; (vii) none of the Company or any Company Subsidiary has collaterally assigned or granted any other security interest in such Real Property Lease or any interest therein, other than Permitted Liens; (viii) there are no Liens on the estate or interest created by such Real Property Lease, other than Permitted Liens; and (ix) none of the Company or any Company Subsidiary has subleased, licensed or otherwise granted any person the right to use or occupy any Company Leased Real Property or any portion thereof.

Properties. (a) Section 4.15(a) of the Company Disclosure Letter sets forth a true and complete list, Except as of the date hereof, of all of the real property owned in fee simple by the Company or any of the Company Subsidiaries (the “Company Owned Real Property”). Except in respects thatwould not reasonably be expected to have, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, either the Company or the Company Subsidiaries: (i) one of its Subsidiaries has good and valid marketable fee simple title to all of the Company Owned Real Property and a valid leasehold interest in all Leased Real Property, free and clear of all Liens Encumbrances except Permitted Encumbrances. Except as set forth on Section 3.13(a) of the Company Disclosure Letter, the Company or one of its Subsidiaries has exclusive possession of each Leased Real Property. Except as set forth on Section 3.13(a) of the Company Disclosure Letter, neither the Company nor any of its Subsidiaries is a sublessor or grantor under any sublease or other than Permitted Liensinstrument granting to any other Person any right to the possession, lease, occupancy, or enjoyment of any Owned Real Property or Leased Real Property. (b) Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, each of the Real Property Leases is in full force and effect and is valid, binding and enforceable in accordance with its terms, except that (x) such enforcement may be subject to applicable bankruptcy, reorganization, insolvency, moratorium or other similar Laws, now or hereafter in effect, affecting creditors’ rights generally and (y) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (c) Section 3.13(c) of the Company Disclosure Letter lists, as of the date hereof, (i) the street address of each parcel of Owned Real Property and Leased Real Property; (ii) is in sole for each Leased Real Property, the landlord under the lease, the rental amount currently being paid, and exclusive possession the expiration of the Company term of such lease or sublease for each leased or subleased property; and (iii) the current use of such property. With respect to the Owned Real Property, the Company has delivered or made available to Parent and Merger Sub true, complete and correct copies of the deeds and other instruments (as recorded), all title insurance policies, opinions, abstracts and surveys, in each case to the extent in the Company’s or its Subsidiaries’ possession. With respect to the Leased Real Property, the Company has delivered or made available to Parent and Merger Sub true, complete and correct copies of all leases related to the Leased Real Property and there are no leases, licenses, occupancy agreements or any other similar arrangement (the “Real Property Leases”) pursuant to which (together with all amendments, guaranties and other material correspondence related thereto). None of the Real Property Leases have been modified in any third party is granted the right to use any Company Owned Real Property, material respect other than Permitted Liens; (iii) has sufficient right of ingress as reflected in the documents made available to Parent and egress to Merger Sub, and the Company Owned Real Property in all material respects and enjoys peaceful and quiet possession thereof; and (iv) there are no outstanding options or rights of first offer or refusal to purchase the Company Owned Real Property. (b) Section 4.15(b) the Company Disclosure Letter sets forth a true and complete list, as of the date hereof, of all of the real property leased by Company or any of the Company Subsidiaries for which the annual rental value exceeds $5,000,000 pursuant to a Real Property Lease (the “Company Leased Real Property” and, together with the Company Owned Real Property, the “Company Real Property”). Except in respects that, individually or in the aggregate, have not had and would not reasonably Leases will be expected to have a Company Material Adverse Effect, with respect to the Company Leased Real Property and each Real Property Lease: (i) each Real Property Lease is in full force and effecteffect immediately following the Effective Time. The use and occupancy by the Company or its Subsidiaries, as applicable, of the Leased Real Property pursuant to the Real Property Leases are not in breach, violation or non-compliance of or with any applicable Law in any material respect, there are no oral agreements or written forbearance programs in effect as to the Real Property Leases and, to the Knowledge of the Company, no event has occurred, which, with notice or lapse of time, would constitute a material breach or default or permit termination, modification, or acceleration thereunder, and the Company or a Company Subsidiary holds a valid and existing leasehold interest under each Real Property Lease; (ii) the possession and quiet use and enjoyment of the Company Leased Real Property under such Real Property Lease has not been disturbed and there are no disputes with respect to any such Real Property Lease; (iii) none of the Company or any Company Subsidiary has given or received any written notice of default pursuant to termination or change to, or received a written proposal with respect thereto, any such Real Property Lease; (iv) none Lease as a result of the Company Transactions contemplated by this Agreement or any Company Subsidiary otherwise. (d) There are no Actions pending or, to the Knowledge of the Company, any other party to such threatened, against or affecting the Owned Real Property Lease, is in breach or violation of, or in default under, such Real Property Lease, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach, violation or default, or permit the termination, modification or acceleration of rent under such Real Property Lease on the part of the Company or any Company Subsidiary, nor, to the Knowledge of the Company, on the part of the other party thereto; (v) no security deposit or portion thereof deposited with respect to such Real Property Lease has been applied in respect of a breach or default under such Real Property Lease which has not been re-deposited in full; (vi) neither the Company nor any Company Subsidiary owes, or will owe in the future based on arrangements currently in existence, any brokerage commissions or finder’s fees with respect to any Real Property Lease; (vii) none of the Company or any Company Subsidiary has collaterally assigned or granted any other security interest in such Real Property Lease or any interest therein, other than Permitted Liens; (viii) there are no Liens on the estate or interest created by such Real Property Lease, other than Permitted Liens; and (ix) none of the Company or any Company Subsidiary has subleased, licensed or otherwise granted any person the right to use or occupy any Company Leased Real Property or any portion thereofthereof or interest therein in the nature of condemnation or eminent domain proceedings. There has been no material destruction, damage or casualty with respect to any of the Owned Real Property or Leased Real Property that has not been fully repaired or restored. (e) The use and operation of the Owned Real Property and the Leased Real Property in the operation of the business of the Company as currently conducted do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement, and the Company has not received written notice of any such violations with respect to the Owned Real Property or the Leased Real Property.

Properties. (a) Except as set forth on Section 4.15(a5.16(a) of the Parent Disclosure Letter, neither Parent nor the Parent Subsidiaries own or has any options to purchase any real property. Parent has provided the Company Disclosure Letter sets forth a true true, correct and complete list, as of the date hereof, copies of all of Real Property Leases. No Person other than Parent or the real property owned in fee simple by the Company Parent Subsidiaries has any option or right to terminate any of the Company Real Property Leases other than as expressly set forth in such Real Property Leases. Parent and the Parent Subsidiaries (the “Company Owned Real Property”). Except in respects thatown good, individually or in the aggregate, have not had valid and would not reasonably be expected to have a Company Material Adverse Effect, either the Company or the Company Subsidiaries: (i) has good and valid fee simple title to all of the Company Owned Real Propertymarketable title, free and clear of all Liens (other than Permitted Liens; ), to all of their respective material tangible Assets. Parent and the Parent Subsidiaries own, lease under valid leases or has use of and/or valid access under valid agreements to all material facilities, machinery, equipment and other material tangible Assets necessary for the conduct of their respective business as presently conducted. With respect to the material property and Assets they lease (ii) is including, without limitation, the Leased Real Properties), Parent and the Parent Subsidiaries are in sole and exclusive possession of compliance in all material respects with such leases (including, without limitation, the Company Owned Real Property and there are no leases, licenses, occupancy agreements or any other similar arrangement (the “Real Property Leases”) pursuant to which and hold a valid and enforceable leasehold interest therein, free of any third party is granted the right to use any Company Owned Real PropertyLiens, other than Permitted Liens; (iii) has sufficient right of ingress and egress to the Company Owned Real Property in all material respects and enjoys peaceful and quiet possession thereof; and (iv) there are no outstanding options or rights of first offer or refusal to purchase the Company Owned Real Property. (b) Section 4.15(b) the Company Disclosure Letter sets forth a true and complete list, as of the date hereof, of all of the real property leased by Company or any of the Company Subsidiaries for which the annual rental value exceeds $5,000,000 pursuant to a Real Property Lease (the “Company Leased Real Property” and, together with the Company Owned Real Property, the “Company Real Property”). Except in respects that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, with respect to the Company Leased Real Property and each Real Property Lease: (i) each Each Real Property Lease is in full force and effecteffect and there is no violation, and the Company breach, default, or any event or condition which, after notice or lapse of time or both, will constitute a violation, breach or default by Parent or a Company Parent Subsidiary holds a valid and existing leasehold interest under each any Real Property Lease; (ii) the possession and quiet use and enjoyment of the Company Leased Real Property under such Real Property Lease has not been disturbed and there are no disputes with respect to any such Real Property Lease; (iii) none of the Company or any Company Subsidiary has given or received any written notice of default pursuant to any such Real Property Lease; (iv) none of the Company or any Company Subsidiary , or, to the Knowledge of Parent or the CompanyParent Subsidiaries, by any other party to such Real Property Lease, is in breach thereto. There are no parties physically occupying or violation of, or in default under, such Real Property Lease, and no event has occurred or circumstance exists which, with the delivery using any portion of notice, the passage of time or both, would constitute such a breach, violation or default, or permit the termination, modification or acceleration of rent under such Real Property Lease on the part any of the Company Leased Real Properties nor do any other parties have the right to physically occupy or use any Company Subsidiary, nor, to the Knowledge portion of the CompanyLeased Real Properties, on the part of the other party thereto; (v) no security deposit or portion thereof deposited with respect to such Real Property Lease has been applied in respect of a breach or default under such Real Property Lease which has not been re-deposited in full; (vi) neither the Company nor any Company Subsidiary owes, or will owe in the future based on arrangements currently in existence, any brokerage commissions or finder’s fees with respect to any Real Property Lease; (vii) none of the Company or any Company Subsidiary has collaterally assigned or granted any other security interest in such Real Property Lease or any interest thereineach case, other than Permitted Liens; (viii) there are no Liens on Parent or the estate or interest created by such Real Property Lease, other than Permitted Liens; and (ix) none of the Company or any Company Subsidiary has subleased, licensed or otherwise granted any person the right to use or occupy any Company Leased Real Property or any portion thereofParent Subsidiaries.

Properties. (a) Except as set forth in Section 4.15(a4.16(a) of the Company Disclosure Letter sets forth a true and complete listLetter, as of the date hereof, of all of the real property owned in fee simple by neither the Company or any of nor the Company Subsidiaries own or has any options to purchase any real property. The Company has provided Parent true, correct and complete copies of all leases or Contracts (the “Company Owned Real Property”). Except in respects thatand all amendments, individually or in the aggregatemodifications, have not had supplements, renewals, extensions and would not reasonably be expected to have a Company Material Adverse Effect, either guarantees related thereto) under which the Company or the Company Subsidiaries: Subsidiaries lease, use, occupy, or have the right to lease, use or occupy any real property (i) has good such leases and valid fee simple title Contracts together with all amendments, modifications, supplements, renewals, exhibits, schedules, extensions and guarantees related thereto, are hereby referred to all individually as a “Real Property Lease” and collectively, as the “Real Property Leases”). Each Real Property Lease contains the street address of the Company Owned real property that is leased pursuant to each Real Property Lease (each, a “Leased Real Property” and collectively, the “Leased Real Properties”). No Person other than the Company or the Company Subsidiaries has any option or right to terminate any of the Real Property Leases other than as expressly set forth in such Real Property Leases. The Company and the Company Subsidiaries own good, valid and marketable title, free and clear of all Liens (other than Permitted Liens; (ii) is in sole ), to all of their respective material tangible Assets. The Company and exclusive possession of the Company Owned Subsidiaries own, lease under valid leases or has use of and/or valid access under valid agreements to all material facilities, machinery, equipment and other material tangible Assets necessary for the conduct of their respective business as presently conducted. With respect to the material property and Assets they lease (including, without limitation, the Leased Real Property Properties), the Company and there the Company Subsidiaries are no leasesin compliance in all material respects with such leases (including, licenseswithout limitation, occupancy agreements or any other similar arrangement (the “Real Property Leases”) pursuant to which and hold a valid and enforceable leasehold interest therein, free of any third party is granted the right to use any Company Owned Real PropertyLiens, other than Permitted Liens; (iii) has sufficient right of ingress and egress to the Company Owned Real Property in all material respects and enjoys peaceful and quiet possession thereof; and (iv) there are no outstanding options or rights of first offer or refusal to purchase the Company Owned Real Property. (b) Section 4.15(b) the Company Disclosure Letter sets forth a true and complete list, as of the date hereof, of all of the real property leased by Company or any of the Company Subsidiaries for which the annual rental value exceeds $5,000,000 pursuant to a Real Property Lease (the “Company Leased Real Property” and, together with the Company Owned Real Property, the “Company Real Property”). Except in respects that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, with respect to the Company Leased Real Property and each Real Property Lease: (i) each Each Real Property Lease is in full force and effecteffect and there is no violation, and breach, default, or any event or condition which, after notice or lapse of time or both, will constitute a violation, breach or default by the Company or a Company Subsidiary holds a valid and existing leasehold interest under each any Real Property Lease; (ii) the possession and quiet use and enjoyment of the Company Leased Real Property under such Real Property Lease has not been disturbed and there are no disputes with respect to any such Real Property Lease; (iii) none of the Company or any Company Subsidiary has given or received any written notice of default pursuant to any such Real Property Lease; (iv) none of the Company or any Company Subsidiary , or, to the Knowledge of the CompanyCompany or the Company Subsidiaries, by any other party thereto. There are no parties physically occupying or using any portion of any of the Leased Real Properties nor do any other parties have the right to such physically occupy or use any portion of the Leased Real Property LeaseProperties, is in breach or violation ofeach case, or in default under, such Real Property Lease, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach, violation or default, or permit the termination, modification or acceleration of rent under such Real Property Lease on the part of other than the Company or any Company Subsidiary, nor, to the Knowledge of the Company, on the part of the other party thereto; (v) no security deposit or portion thereof deposited with respect to such Real Property Lease has been applied in respect of a breach or default under such Real Property Lease which has not been re-deposited in full; (vi) neither the Company nor any Company Subsidiary owes, or will owe in the future based on arrangements currently in existence, any brokerage commissions or finder’s fees with respect to any Real Property Lease; (vii) none of the Company or any Company Subsidiary has collaterally assigned or granted any other security interest in such Real Property Lease or any interest therein, other than Permitted Liens; (viii) there are no Liens on the estate or interest created by such Real Property Lease, other than Permitted Liens; and (ix) none of the Company or any Company Subsidiary has subleased, licensed or otherwise granted any person the right to use or occupy any Company Leased Real Property or any portion thereofSubsidiaries.

Properties. (a) Except as has not had and would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company or a Company Subsidiary has good and valid title to all real property owned by the Company or any of its Subsidiaries (the “Owned Real Property”), free and clear of all Liens (other than Permitted Liens). Section 4.15(a4.14(a) of the Company Disclosure Letter sets forth, as of the date of this Agreement, a true, correct and complete list of the Owned Real Property. (b) Section 4.14(b) of the Company Disclosure Letter sets forth a true true, correct and complete list, as of the date hereof, list of all of the real property owned in fee simple by material leases, subleases and other agreements to which the Company or any of its Subsidiaries is a party (as landlord or tenant) or under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy, now or in the future, any real property (the “Company Owned Real PropertyProperty Leases”). The Company has prior to the date hereof delivered to Parent true, correct and complete copies of all Real Property Leases (including all modifications, amendments, supplements, waivers and side letters thereto). Except in respects that, individually or in the aggregate, for matters that have not had and would not reasonably be expected to have a Company Material Adverse Effect, either the Company or the Company Subsidiaries: (i) has good and valid fee simple title to all of the Company Owned Real Property, free and clear of all Liens other than Permitted Liens; (ii) is in sole and exclusive possession of the Company Owned Real Property and there are no leases, licenses, occupancy agreements or any other similar arrangement (the “Real Property Leases”) pursuant to which any third party is granted the right to use any Company Owned Real Property, other than Permitted Liens; (iii) has sufficient right of ingress and egress to the Company Owned Real Property in all material respects and enjoys peaceful and quiet possession thereof; and (iv) there are no outstanding options or rights of first offer or refusal to purchase the Company Owned Real Property. (b) Section 4.15(b) the Company Disclosure Letter sets forth a true and complete list, as of the date hereof, of all of the real property leased by Company or any of the Company Subsidiaries for which the annual rental value exceeds $5,000,000 pursuant to a Real Property Lease (the “Company Leased Real Property” and, together with the Company Owned Real Property, the “Company Real Property”). Except in respects thatresult in, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, with respect to the Company Leased Real Property and each Real Property Lease: (i) each Real Property Lease is valid, binding and in full force and effect, and the Company or a Company Subsidiary holds a valid and existing leasehold interest under each Real Property Lease; (ii) the possession and quiet use and enjoyment of neither the Company Leased Real Property under such Real Property Lease has not been disturbed and there are no disputes with respect to any such Real Property Lease; (iii) none of the Company or nor any Company Subsidiary has given or received any written notice of default pursuant to any such Real Property Lease; (iv) none of the Company or any Company Subsidiary ornor, to the Knowledge of the Company, any other party to such any Real Property Lease, is in breach or violation has violated any provision of, or in default under, such Real Property Lease, and no event has occurred taken or circumstance exists failed to take any act which, with the delivery of or without notice, the passage lapse of time time, or both, would constitute such a breach, violation default or default, termination event or permit the termination, modification or acceleration of rent condition under such any Real Property Lease on the part of the Company or any Company SubsidiaryLease, nor, to the Knowledge of the Company, on the part of the other party thereto; (v) no security deposit or portion thereof deposited with respect to such Real Property Lease has been applied in respect of a breach or default under such Real Property Lease which has not heretofore been re-deposited in full; (vi) cured, and neither the Company nor any of its Subsidiaries has received written notice from any other party to a Real Property Lease alleging a default by the Company Subsidiary owes, or will owe in the future based on arrangements currently in existence, any brokerage commissions or finder’s fees with respect to of its Subsidiaries under any Real Property Lease; , which has not heretofore been cured, and (viiiii) none of the Company or any a Company Subsidiary has collaterally assigned or granted any other security a good and valid leasehold interest in such Real Property Lease each parcel of real property leased by it free and clear of all Liens, except for (A) those reflected or any interest therein, other than reserved against in the Company Balance Sheet and (B) Permitted Liens; . (viiic) there are no Liens Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company and its Subsidiaries have good title to, or valid leasehold interests in or valid rights to use, all property and assets reflected on the estate Company Balance Sheet or interest created by such Real Property Leasethat were thereafter acquired, other than Permitted Liens; except for properties and (ix) none of the Company or any Company Subsidiary has subleasedassets sold, licensed consumed or otherwise granted any person disposed of since such date in the right to use or occupy any Company Leased Real Property or any portion thereofordinary course of business .

Properties. (a) Neither the Company nor any Company Subsidiary owns any real property. (b) Section 4.15(a3.17(b) of the Company Disclosure Letter Schedules sets forth a true true, correct, and complete list, as of the date hereof, list of all of the real property owned in fee simple properties leased, subleased, licensed, sublicensed or occupied by the Company or any a Company Subsidiary as of the Company Subsidiaries Agreement Date (collectively, the “Company Owned Leased Real Property”)) and the Real Property Leases in connection therewith. Except in respects thatas has not had or would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect, (i) the Company or a Company Subsidiary has a valid leasehold interest in all of the Leased Real Property, free and clear of all Liens (except for Permitted Liens), (ii) each Real Property Lease is valid and binding on the Company or a Company Subsidiary and, to the Company’s Knowledge, each counterparty thereto, and is full force and effect, and (iii) neither the Company nor any Company Subsidiary is in breach of or default under any Real Property Lease, nor, to the Company’s Knowledge, is any other party to such Real Property Lease. (c) Neither the Company nor any Company Subsidiary has leased, subleased, licensed, sublicensed, transferred or mortgaged any portion of any Leased Real Property to any Person. (d) Neither the Company nor any Company Subsidiary has received any written notice of existing, pending or threatened (i) condemnation proceedings affecting the Leased Real Property, or (ii) zoning, building code or other moratorium proceedings, or similar matters which would reasonably be expected to materially and adversely affect the ability to operate the Leased Real Property as currently operated. (e) The Leased Real Property constitutes all interests in real property of the Company and the Company Subsidiaries. (f) The Company has delivered or made available to Parent true, correct and complete copies of all Real Property Leases (g) Neither the Company nor any Company Subsidiaries has received any written notice of violations (that remain unresolved) with respect to the condition, operation, occupancy or use of the Leased Real Property. (h) To the Company’s Knowledge, all buildings, structures, improvements, fixtures and building systems located in or on the Leased Real Property are in reasonable operating condition in all material respects subject to ordinary wear and tear, maintenance and repair, and are adequate for their current uses. (i) Except as has not had and or would not reasonably be expected to have have, individually or in the aggregate, a Company Material Adverse Effect, either the Company and each of the Company Subsidiaries are in possession of and have good and marketable title to, or valid leasehold interests in or valid rights under contract to use, the machinery, equipment, furniture, fixtures, and other personal property and assets owned, leased, or used by the Company or the Company any of its Subsidiaries: (i) has good and valid fee simple title to all of the Company Owned Real Property, free and clear of all Liens other than Permitted Liens; (ii) is in sole and exclusive possession of the Company Owned Real Property and there are no leases, licenses, occupancy agreements or any other similar arrangement (the “Real Property Leases”) pursuant to which any third party is granted the right to use any Company Owned Real Property, other than Permitted Liens; (iii) has sufficient right of ingress and egress to the Company Owned Real Property in all material respects and enjoys peaceful and quiet possession thereof; and (iv) there are no outstanding options or rights of first offer or refusal to purchase the Company Owned Real Property. (b) Section 4.15(b) the Company Disclosure Letter sets forth a true and complete list, as of the date hereof, of all of the real property leased by Company or any of the Company Subsidiaries for which the annual rental value exceeds $5,000,000 pursuant to a Real Property Lease (the “Company Leased Real Property” and, together with the Company Owned Real Property, the “Company Real Property”). Except in respects that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, with respect to the Company Leased Real Property and each Real Property Lease: (i) each Real Property Lease is in full force and effect, and the Company or a Company Subsidiary holds a valid and existing leasehold interest under each Real Property Lease; (ii) the possession and quiet use and enjoyment of the Company Leased Real Property under such Real Property Lease has not been disturbed and there are no disputes with respect to any such Real Property Lease; (iii) none of the Company or any Company Subsidiary has given or received any written notice of default pursuant to any such Real Property Lease; (iv) none of the Company or any Company Subsidiary or, to the Knowledge of the Company, any other party to such Real Property Lease, is in breach or violation of, or in default under, such Real Property Lease, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach, violation or default, or permit the termination, modification or acceleration of rent under such Real Property Lease on the part of the Company or any Company Subsidiary, nor, to the Knowledge of the Company, on the part of the other party thereto; (v) no security deposit or portion thereof deposited with respect to such Real Property Lease has been applied in respect of a breach or default under such Real Property Lease which has not been re-deposited in full; (vi) neither the Company nor any Company Subsidiary owes, or will owe in the future based on arrangements currently in existence, any brokerage commissions or finder’s fees with respect to any Real Property Lease; (vii) none of the Company or any Company Subsidiary has collaterally assigned or granted any other security interest in such Real Property Lease or any interest therein, other than Permitted Liens; (viii) there are no Liens on the estate or interest created by such Real Property Lease, other than Permitted Liens; and (ix) none of the Company or any Company Subsidiary has subleased, licensed or otherwise granted any person the right to use or occupy any Company Leased Real Property or any portion thereof.

Properties. (a) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, the Company and its Subsidiaries have good title to, or valid leasehold interests in, all property and assets reflected on the Company Balance Sheet or acquired after the Company Balance Sheet Date, except as have been disposed of since the Company Balance Sheet Date in the ordinary course of business, in each case free and clear of all Liens, except Permitted Liens. (b) Section 4.15(a4.15(b)(i) of the Company Disclosure Letter Schedule sets forth a true complete and complete correct list, as of the date hereof, of all of the real property owned in fee simple by the Company or any of the Company its Subsidiaries (the “Company Owned Real Property”). Except in respects that, individually or in the aggregate, have as has not had and would not reasonably be expected to have have, individually or in the aggregate, a Company Material Adverse EffectEffect on the Company, either the Company or a Subsidiary of the Company Subsidiaries: (i) has owns good and valid fee simple title to all of the Company Owned Real Property, free and clear of all Liens other than Permitted Liens; (ii) is in sole and exclusive possession of the Company Owned Real Property and there are no leases, licenses, occupancy agreements or any other similar arrangement (the “Real Property Leases”) pursuant to which any third party is granted the right to use any Company Owned Real Property, other than Permitted Liens; (iii) has sufficient right . There is no pending or threatened condemnation proceeding with respect to any of ingress and egress to the Company Owned Real Property in all material respects and enjoys peaceful and quiet possession thereof; and (iv) there are no outstanding options or rights of first offer or refusal to purchase the Company Owned Real Property. (b. Section 4.15(b)(ii) Section 4.15(b) of the Company Disclosure Letter Schedule sets forth a true complete and complete correct list, as of the date hereof, of all of Leases with annual base rent payments by the real property leased by Company or any Subsidiary of the Company Subsidiaries for which the annual rental value exceeds of $5,000,000 pursuant to 3,000,000 or more in 2023 or 2024, as applicable (each, a Real Property Lease (the “Company Leased Real Property” and, together with the Company Owned Real Property, the “Company Real PropertyMaterial Lease”), true and complete copies of which have been made available to Parent prior to the date hereof. Except in respects that, individually or in the aggregate, have as has not had and would not reasonably be expected to have have, individually or in the aggregate, a Company Material Adverse EffectEffect on the Company, (i) each Material Lease under which the Company or any of its Subsidiaries leases, subleases or licenses any real property is valid, with respect to the Company Leased Real Property and, to the knowledge of the Company, the other party, binding, and each Real Property Lease: (i) each Real Property Lease is in full force and effecteffect and enforceable in accordance with its terms (subject, with respect to enforceability, to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and the Company or a Company Subsidiary holds a valid other laws affecting creditors’ rights generally and existing leasehold interest under each Real Property Lease; general principles of equity) and (ii) the possession and quiet use and enjoyment of the Company Leased Real Property under such Real Property Lease has not been disturbed and there are no disputes with respect to any such Real Property Lease; (iii) none of the Company or any Company Subsidiary has given or received any written notice of default pursuant to any such Real Property Lease; (iv) none of the Company or any Company Subsidiary orsince January 1, to the Knowledge of the Company2021, any other party to such Real Property Lease, is in breach or violation of, or in default under, such Real Property Lease, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach, violation or default, or permit the termination, modification or acceleration of rent under such Real Property Lease on the part of the Company or any Company Subsidiary, nor, to the Knowledge of the Company, on the part of the other party thereto; (v) no security deposit or portion thereof deposited with respect to such Real Property Lease has been applied in respect of a breach or default under such Real Property Lease which has not been re-deposited in full; (vi) neither the Company nor any Company Subsidiary owesof its Subsidiaries has received notice in writing alleging that it has breached, violated or will owe in the future based on arrangements currently in existence, defaulted under any brokerage commissions or finder’s fees with respect to any Real Property Material Lease; (vii) none of the Company or any Company Subsidiary has collaterally assigned or granted any other security interest in such Real Property Lease or any interest therein, other than Permitted Liens; (viii) there are no Liens on the estate or interest created by such Real Property Lease, other than Permitted Liens; and (ix) none of the Company or any Company Subsidiary has subleased, licensed or otherwise granted any person the right to use or occupy any Company Leased Real Property or any portion thereof.

Properties. (a) Section 4.15(a) of the Company Disclosure Letter sets forth a true and complete list, Except as of the date hereof, of all of the real property owned in fee simple by the Company or any of the Company Subsidiaries (the “Company Owned Real Property”). Except in respects that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, either the Company or its Subsidiaries have good title to, or valid leasehold interests in, as applicable, all real property, personal property and assets reflected on the Audited Company Subsidiaries: (i) has good and valid fee simple title to Balance Sheet or acquired after December 31, 2021, including all of the Company Owned Material Real PropertyProperty Leases, free and clear of all Liens other than Permitted Liens; (ii) is , except as have been disposed of since the Audited Company Balance Sheet Date in sole and exclusive possession the ordinary course of business and, if after the Company Owned Real Property and there are no leasesdate hereof, licenses, occupancy agreements or any other similar arrangement (in accordance with the “Real Property Leases”) pursuant to which any third party is granted the right to use any Company Owned Real Property, other than Permitted Liens; (iii) has sufficient right terms of ingress and egress to the Company Owned Real Property in all material respects and enjoys peaceful and quiet possession thereof; and (iv) there are no outstanding options or rights of first offer or refusal to purchase the Company Owned Real Propertythis Agreement. (b) The Company does not, nor do any of its Subsidiaries, own any real property. (c) Section 4.15(b3.15(c) of the Company Disclosure Letter sets forth a true and complete list, as of the date hereof, list of all leases, subleases, licenses and other use and occupancy arrangements of the real property leased by for which the Company or any a Subsidiary of the Company Subsidiaries for which the is a tenant or subtenant, licensee or occupant having an annual rental value exceeds of $5,000,000 pursuant to a Real Property Lease 350,000 or more (such real property, the “Company Leased Real Property” andand each underlying lease, together with the Company Owned a “Material Real Property, the “Company Real PropertyProperty Lease”). Except in respects that, individually or in the aggregate, have not had and as would not reasonably be expected to have a Company Material Adverse Effect, with respect to the Company Leased Real Property and each Real Property Lease: (i) each lease or sublease under which the Company or any of its Subsidiaries leases or subleases any such Leased Real Property Lease is valid and in full force and effecteffect and, to the Knowledge of the Company, valid and enforceable against the other parties thereto (ii) neither the Company or nor any of its Subsidiaries, nor to the Company’s Knowledge any other party to a Company Subsidiary holds a valid and existing leasehold interest under each Material Real Property Lease; (ii) , has violated any provision of, or taken or failed to take any act which, with or without notice, lapse of time, or both, would constitute a default under the possession provisions of such Material Real Property Lease, and quiet use and enjoyment of neither the Company Leased Real Property nor any of its Subsidiaries has received or given any notice in writing that there is a breach, violation or default under such any Material Real Property Lease has not been disturbed and there are no disputes with respect to any where such Real Property Lease; (iii) none of breach, violation or default remains uncured. Neither the Company nor any of its Subsidiaries has subleased or otherwise granted any Company Subsidiary has given Person the right to use or received occupy any written notice of default pursuant to any such Leased Real Property Lease; (iv) none of the Company or any Company Subsidiary Property. There is no condemnation proceeding pending or, to the Knowledge of the Company, threatened as to any other party to such Real Property Lease, is in breach or violation of, or in default under, such Real Property Lease, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach, violation or default, or permit the termination, modification or acceleration of rent under such Material Real Property Lease on the part of the Company or nor any Company Subsidiary, nor, to the Knowledge of the Company, on the part of the other party thereto; (v) no security deposit or portion thereof deposited with respect to such Real Property Lease has been applied in respect of a breach or default under such Real Property Lease material casualty which has not been re-deposited in full; (vi) neither the Company nor any Company Subsidiary owes, or will owe in the future based on arrangements currently in existence, any brokerage commissions or finder’s fees with respect to any Real Property Lease; (vii) none of the Company or any Company Subsidiary has collaterally assigned or granted any other security interest in such Real Property Lease or any interest therein, other than Permitted Liens; (viii) there are no Liens on the estate or interest created by such Real Property Lease, other than Permitted Liens; and (ix) none of the Company or any Company Subsidiary has subleased, licensed or otherwise granted any person the right to use or occupy any Company Leased Real Property or any portion thereoffully restored.

Properties. (a) Neither the Company nor any of its Subsidiaries owns or has ever owned any real property. Section 4.15(a4.17(a) of the Company Disclosure Letter sets forth a true and complete list, as of the date hereof, list of all of the real property owned in fee simple by leased for the benefit of the Company or any of the Company its Subsidiaries pursuant to a Contract providing for annual aggregate rent in excess of $100,000 (the “Company Owned Leased Real Property”). Except Each of the Company and its Subsidiaries has good and marketable (subject to the terms of the applicable lease) leasehold title to all Leased Real Property, in respects thateach case, free and clear of all Liens. To the Company’s Knowledge, no parcel of Leased Real Property is subject to any decree or order of any Governmental Entity to be sold or is being condemned, expropriated or otherwise taken by any Governmental Entity with or without payment of compensation therefore, nor, to the knowledge of the Company, has any such condemnation, expropriation or taking been proposed. All leases of Leased Real Property and all amendments and modifications thereto are in full force and effect, and there exists no default under any such lease by the Company, any of its Subsidiaries or any other party thereto, nor any event which, with notice or lapse of time or both, would constitute a default thereunder by the Company, any of its Subsidiaries or any other party thereto, except as, individually or in the aggregate, have has not had and would not reasonably be expected to have a Company Material Adverse Effect. All leases of Leased Real Property shall remain valid and binding in accordance with their terms following the Effective Time except as, either individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. (b) The Company or the Company Subsidiaries: (i) one of its Subsidiaries has good and valid fee simple title to to, or in the case of leased personal property and assets, a valid leasehold interest in, all of its personal property and assets that are necessary for the Company Owned Real Propertyand its Subsidiaries to conduct their respective businesses as currently conducted, free and clear of all Liens other than Permitted Liens; . (iic) is in sole and exclusive possession Each of the Company Owned Real Property and there are no its Subsidiaries enjoys undisturbed possession under all such leases, licenses, occupancy agreements or except for any other similar arrangement (the “Real Property Leases”) pursuant such failure to which any third party is granted the right to use any Company Owned Real Property, other than Permitted Liens; (iii) has sufficient right of ingress and egress to the Company Owned Real Property in all material respects and enjoys peaceful and quiet possession thereof; and (iv) there are no outstanding options or rights of first offer or refusal to purchase the Company Owned Real Property. (b) Section 4.15(b) the Company Disclosure Letter sets forth a true and complete list, as of the date hereof, of all of the real property leased by Company or any of the Company Subsidiaries for which the annual rental value exceeds $5,000,000 pursuant to a Real Property Lease (the “Company Leased Real Property” and, together with the Company Owned Real Property, the “Company Real Property”). Except in respects do so that, individually or in the aggregate, have has not had and would not reasonably be expected to have a Company Material Adverse Effect. This Section 4.17 does not relate to Intellectual Property Rights, with respect to which is the Company Leased Real Property and each Real Property Lease: (i) each Real Property Lease is in full force and effect, and the Company or a Company Subsidiary holds a valid and existing leasehold interest under each Real Property Lease; (ii) the possession and quiet use and enjoyment subject of the Company Leased Real Property under such Real Property Lease has not been disturbed and there are no disputes with respect to any such Real Property Lease; (iii) none of the Company or any Company Subsidiary has given or received any written notice of default pursuant to any such Real Property Lease; (iv) none of the Company or any Company Subsidiary or, to the Knowledge of the Company, any other party to such Real Property Lease, is in breach or violation of, or in default under, such Real Property Lease, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach, violation or default, or permit the termination, modification or acceleration of rent under such Real Property Lease on the part of the Company or any Company Subsidiary, nor, to the Knowledge of the Company, on the part of the other party thereto; (v) no security deposit or portion thereof deposited with respect to such Real Property Lease has been applied in respect of a breach or default under such Real Property Lease which has not been re-deposited in full; (vi) neither the Company nor any Company Subsidiary owes, or will owe in the future based on arrangements currently in existence, any brokerage commissions or finder’s fees with respect to any Real Property Lease; (vii) none of the Company or any Company Subsidiary has collaterally assigned or granted any other security interest in such Real Property Lease or any interest therein, other than Permitted Liens; (viii) there are no Liens on the estate or interest created by such Real Property Lease, other than Permitted Liens; and (ix) none of the Company or any Company Subsidiary has subleased, licensed or otherwise granted any person the right to use or occupy any Company Leased Real Property or any portion thereofSection 4.18.

Properties. (a) Section 4.15(a) of the Company Disclosure Letter sets forth a true and complete list, as As of the date hereofof the First Amendment Effective Date, Schedule 3.05 sets forth the address of each parcel of real property that is owned by or leased to any Loan Party. Each of such leases and subleases is valid and enforceable in accordance with its terms and is in full force and effect, and no default by any party to any such lease or sublease exists (after giving effect to any applicable notice requirement or grace period) except to the extent any such failure of such leases to be in full force and effect, or any default, could not reasonably be expected, either individually or in the aggregate, to result in a Material Adverse Effect. Each of the Loan Parties and each of its Subsidiaries has good and indefeasible title to, or valid leasehold interests in, all of its real and personal property, free of all Liens other than those permitted by Section 6.02. To the Loan Parties’ knowledge, no holding, injunction, decision or judgment has been rendered by any Governmental Authority and none of the real property Loan Parties or any of their respective Subsidiaries has entered into any settlement stipulation or other agreement (except license agreements in the ordinary course of business) which would cancel the validity of the Loan Parties’ or any of their Subsidiaries’ rights in any Intellectual Property owned in fee simple by the Company or any of the Company its Subsidiaries (the “Company Owned Real Borrower Intellectual Property”)) in any respect that would reasonably be expected to have a Material Adverse Effect. Except To the Loan Parties’ knowledge, no pending claim has been asserted or threatened in respects thatwriting by any Person challenging the use by the Company or any of its Subsidiaries of any Borrower Intellectual Property or the validity of any Borrower Intellectual Property, individually or except in the aggregate, have not had and each case as would not reasonably be expected to have a Company Material Adverse Effect. To the Loan Parties’ knowledge, either the use of any Borrower Intellectual Property by the Company or its Subsidiaries does not infringe on the rights of any other Person in a manner that would reasonably be expected to have a Material Adverse Effect. The Company Subsidiaries: (i) has good and valid fee simple title its Subsidiaries have taken all commercially reasonable actions that in the exercise of their reasonable business judgment should be taken to all of protect the Company Owned Real Borrower Intellectual Property, free and clear of all Liens other than Permitted Liens; (ii) including Borrower Intellectual Property that is confidential in sole and exclusive possession of nature, except where the Company Owned Real Property and there are no leases, licenses, occupancy agreements or any other similar arrangement (the “Real Property Leases”) pursuant failure to which any third party is granted the right to use any Company Owned Real Property, other than Permitted Liens; (iii) has sufficient right of ingress and egress to the Company Owned Real Property in all material respects and enjoys peaceful and quiet possession thereof; and (iv) there are no outstanding options or rights of first offer or refusal to purchase the Company Owned Real Property. (b) Section 4.15(b) the Company Disclosure Letter sets forth a true and complete list, as of the date hereof, of all of the real property leased by Company or any of the Company Subsidiaries for which the annual rental value exceeds $5,000,000 pursuant to a Real Property Lease (the “Company Leased Real Property” and, together with the Company Owned Real Property, the “Company Real Property”). Except in respects that, individually or in the aggregate, have not had and do so would not reasonably be expected to have a Company Material Adverse Effect. (b) Each Loan Party and each Subsidiary owns, with respect or is validly licensed to use, all Material Intellectual Property used in, or necessary to conduct, its business as currently conducted, to the Company Leased Real Property and knowledge of each Real Property Lease: (i) each Real Property Lease is in full force and effectLoan Party, and the Company conduct of each Loan Party and each Subsidiary of its business does not infringe, misappropriate or a Company Subsidiary holds a valid otherwise violate, and existing leasehold interest under each Real Property Lease; (ii) the possession and quiet use and enjoyment of the Company Leased Real Property under such Real Property Lease has not been disturbed and there are no disputes with respect to any such Real infringed, misappropriated or otherwise violated, the Intellectual Property Lease; (iii) none rights of the Company or any Company Subsidiary has given or received any written notice of default pursuant to any such Real Property Lease; (iv) none of the Company or any Company Subsidiary or, to the Knowledge of the Company, any other party to such Real Property Lease, is in breach or violation of, or in default under, such Real Property Lease, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach, violation or default, or permit the termination, modification or acceleration of rent under such Real Property Lease on the part of the Company or any Company Subsidiary, nor, to the Knowledge of the Company, on the part of the other party thereto; (v) no security deposit or portion thereof deposited with respect to such Real Property Lease has been applied in respect of a breach or default under such Real Property Lease which has not been re-deposited in full; (vi) neither the Company nor any Company Subsidiary owes, or will owe in the future based on arrangements currently in existence, any brokerage commissions or finder’s fees with respect to any Real Property Lease; (vii) none of the Company or any Company Subsidiary has collaterally assigned or granted any other security interest in such Real Property Lease or any interest therein, other than Permitted Liens; (viii) there are no Liens on the estate or interest created by such Real Property Lease, other than Permitted Liens; and (ix) none of the Company or any Company Subsidiary has subleased, licensed or otherwise granted any person the right to use or occupy any Company Leased Real Property or any portion thereofPerson.

Properties. (a) Section 4.15(a) Each of the Company Disclosure Letter sets forth a true and complete list, as of the date hereof, of all of the real property owned in fee simple by the Company or any of the Company its Subsidiaries (the “Company Owned Real Property”). Except in respects that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, either the Company or the Company Subsidiaries: (i) has good and valid fee simple title (or such lesser interest that is the maximum permitted by applicable Law) to all of their respective properties and other assets (other than properties and assets that are, individually and in the Company Owned Real Propertyaggregate, inconsequential) free and clear of all Liens except (A) statutory liens securing payments not yet due, (B) security interests, mortgages and pledges that secure indebtedness that is reflected in the most recent consolidated financial statements of the Company included in the Filed Company SEC Documents and (C) such other than Permitted Liens; imperfections or irregularities of title or other Liens that would not reasonably be expected to materially affect the use of the properties or assets subject thereto or otherwise impair in any material respect business operations as presently conducted, and (ii) is in sole the lessee or sublessee of all of their respective leasehold estates and exclusive possession leasehold interests. Each of the Company Owned Real Property and there are no its Subsidiaries enjoys peaceful and undisturbed possession under all such leases in all material respects. (b) Since July 31, 2005, neither the Company nor any of its Subsidiaries owns or has owned any real property. (c) Section 3.15(c) of the Company Disclosure Schedule sets forth any Contract pursuant to which the Company leases, licenses, occupancy agreements licenses or otherwise obtains the right to use any other similar arrangement real property (the “Real Property Leases”). (d) pursuant to which any third party is granted the right to use any The Company Owned Real Property, other than Permitted Liens; (iii) has sufficient right of ingress and egress to the Company Owned Real Property its Subsidiaries enjoy in all material respects and enjoys peaceful and quiet undisturbed possession thereof; and (iv) there are no outstanding options or rights of first offer or refusal to purchase the Company Owned Real Property. (b) Section 4.15(b) the Company Disclosure Letter sets forth a true and complete list, as of the date hereof, of all of the real property leased used by Company or any it under the Real Property Leases. Except as set forth in Section 3.15(d) of the Company Subsidiaries for which the annual rental value exceeds $5,000,000 pursuant to a Real Property Lease (the “Company Leased Real Property” andDisclosure Schedule, together with the Company Owned Real Property, the “Company Real Property”). Except in respects that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, with respect to the Company Leased Real Property and each Real Property Lease: (i) each Real Property Lease is in full force and effect, and the Company or a Company Subsidiary holds a valid and existing leasehold interest under each Real Property Lease; (ii) the possession and quiet use and enjoyment of the Company Leased Real Property under such Real Property Lease has not been disturbed and there are no disputes with respect to any such Real Property Lease; (iii) none of the Company or any Company Subsidiary has given or received any written notice of default pursuant to any such Real Property Lease; (iv) none of the Company or any Company Subsidiary or, to the Knowledge of the Company, any other party to such Real Property Lease, is in breach or violation of, or in default under, such Real Property Lease, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach, violation or default, or permit the termination, modification or acceleration of rent under such Real Property Lease on the part of the Company or any Company Subsidiary, nor, to the Knowledge of the Company, on the part of the other party thereto; (v) no security deposit or portion thereof deposited with respect to such Real Property Lease has been applied in respect of a breach or default under such Real Property Lease which has not been re-deposited in full; (vi) neither the Company nor any Company Subsidiary owes, or will owe in the future based on arrangements currently in existence, of its Subsidiaries subleases any brokerage commissions or finder’s fees with respect such real property to any Real Property Lease; (vii) none of the Company or any Company Subsidiary has collaterally assigned or granted any other security interest in such Real Property Lease or any interest therein, other than Permitted Liens; (viii) there are no Liens on the estate or interest created by such Real Property Lease, other than Permitted Liens; and (ix) none of the Company or any Company Subsidiary has subleased, licensed or otherwise granted any person the right to use or occupy any Company Leased Real Property or any portion thereofthird parties.

Properties. (a) Section 4.15(a4.16(a) of the Company Disclosure Letter sets forth a true list of the common name and complete listaddress of all real property owned or leased, including ground leased, licensed or air rights leased, by the Company or any Company Subsidiary as lessee or sublessee, as of the date of this Agreement (all such real property interests, together with all buildings, structures and other improvements and fixtures located on or under such real property and all easements, rights and other appurtenances to such real property, are individually referred to herein as a “Company Property” and collectively referred to herein as the “Company Properties”). As of the date hereof, of all each of the real property Company Properties is owned in fee simple or leased by the Company or any Company Subsidiary indicated on Section 4.16(a) of the Company Subsidiaries (the “Company Owned Real Property”)Disclosure Letter. Except as set forth in respects thatSection 4.16(a) of the Company Disclosure Letter, there are no real properties that the Company or any Company Subsidiary is obligated to buy, lease or sublease at some future date. (b) The Company or a Company Subsidiary owns good and valid fee simple title or leasehold title (as applicable) to each of the Specified Properties, in each case, free and clear of Liens, except for Company Permitted Liens, none of which have had and could not reasonably be expected to have, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. For the purposes of this Agreement, either the “Company or the Company Subsidiaries: Permitted Liens” shall mean any (i) has good and valid fee simple title Liens relating to all any Indebtedness set forth on Section 4.16(b) of the Company Owned Real PropertyDisclosure Letter, free and clear of all Liens other than Permitted Liens; (ii) statutory or other Liens for Taxes or assessments which are not yet due and delinquent or the validity of which is being contested in sole good faith by appropriate proceedings and exclusive possession for which adequate reserves are being maintained in accordance with GAAP, (iii) Company Leases or ground leases or air rights affecting any Specified Property that are set forth in Section 4.16(b) of the Company Owned Real Property and there are no leasesDisclosure Letter, licenses, occupancy agreements or any other similar arrangement (the “Real Property Leases”) pursuant to which any third party is granted the right to use any Company Owned Real Property, other than Permitted Liens; (iii) has sufficient right of ingress and egress to the Company Owned Real Property in all material respects and enjoys peaceful and quiet possession thereof; and (iv) there are no outstanding options Liens imposed or rights of first offer or refusal to purchase the Company Owned Real Property. (b) Section 4.15(b) the Company Disclosure Letter sets forth a true and complete list, as of the date hereof, of all of the real property leased promulgated by Company Law or any of Governmental Authority, including zoning regulations, permits and licenses, (v) Liens that are disclosed on the existing Company Subsidiaries for which the annual rental value exceeds $5,000,000 pursuant to a Real Property Lease (the “Company Leased Real Property” and, together with the Company Owned Real Property, the “Company Real Property”). Except in respects that, individually Title Insurance Policies made available by or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, with respect to the Company Leased Real Property and each Real Property Lease: (i) each Real Property Lease is in full force and effect, and the Company or a Company Subsidiary holds a valid and existing leasehold interest under each Real Property Lease; (ii) the possession and quiet use and enjoyment of the Company Leased Real Property under such Real Property Lease has not been disturbed and there are no disputes with respect to any such Real Property Lease; (iii) none on behalf of the Company or any Company Subsidiary has given to Parent prior to the date hereof and, with respect to leasehold interests, Liens on the underlying fee or received leasehold interest of the applicable ground lessor, lessor or sublessor, (vi) any written notice cashiers’, landlords’, workers’, mechanics’, carriers’, workmen’s, repairmen’s and materialmen’s liens and other similar Liens imposed by Law and incurred in the ordinary course of default pursuant business consistent with past practice that are related to obligations not yet due and payable or the validity of which is being contested in good faith by appropriate proceedings, and (vii) any such Real other Liens, limitations, restrictions or title defects that do not materially impair the value of the Specified Property Lease; (ivor the continued use and operation of the Specified Property as currently used and operated. Section 4.16(b) none of the Company or any Disclosure Letter describes the material Company Subsidiary or, to the Knowledge of the Company, any other party to such Real Property Lease, is Permitted Liens which are being contested in breach or violation of, or in default under, such Real Property Lease, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach, violation or default, or permit the termination, modification or acceleration of rent under such Real Property Lease on the part of the Company or any Company Subsidiary, nor, to the Knowledge of the Company, on the part of the other party thereto; (v) no security deposit or portion thereof deposited with respect to such Real Property Lease has been applied in respect of a breach or default under such Real Property Lease which has not been re-deposited in full; (vi) neither the Company nor any Company Subsidiary owes, or will owe in the future based on arrangements currently in existence, any brokerage commissions or finder’s fees with respect to any Real Property Lease; (vii) none of the Company or any Company Subsidiary has collaterally assigned or granted any other security interest in such Real Property Lease or any interest therein, other than Permitted Liens; (viii) there are no Liens on the estate or interest created good faith by such Real Property Lease, other than Permitted Liens; and (ix) none of the Company or any Company Subsidiary has subleased, licensed or otherwise granted any person the right to use or occupy any Company Leased Real Property or any portion thereofappropriate proceedings.

Properties. (a) Except as set forth in Section 4.15(a3.17(a) of the Company Disclosure Letter, the Company or one of its Subsidiaries has good and valid title to, or in the case of leased tangible assets, a valid leasehold interest in, all of its tangible assets that are necessary for the Company and its Subsidiaries to conduct their respective businesses as currently conducted, free and clear of all Liens other than Permitted Liens. (b) Section 3.17(b) of the Company Disclosure Letter sets forth a true and complete list, as list of the date hereof, of (i) all of the real property and interests in real property (excluding any Vacation Ownership Interests), including buildings and improvements thereon and easements appurtenant thereto owned in fee simple by the Company or any of its Subsidiaries (“Owned Real Property”) and the name of the Company Entity that owns each parcel of Owned Real Property and (ii) all property leased for the benefit of the Company or any of its Subsidiaries (“Leased Real Property” and, together with the Owned Real Property, the “Company Owned Real Property”). Except in respects that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, either the The Company or the Company Subsidiaries: its applicable Subsidiary has, in all material respects, (i) has good and valid marketable title in fee simple to all Owned Real Property and (ii) good and marketable leasehold title to all of the Company Owned Leased Real Property, in each case, free and clear of all Liens other than except Permitted Liens; . No parcel of Owned Real Property or Leased Real Property is subject to any governmental decree or order to be sold or is being condemned, expropriated or otherwise taken by any public authority with or without payment of compensation therefore, nor, to the knowledge of the Company, has any such condemnation, expropriation or taking been proposed. The Company has made available to Parent true, correct and complete copies (iiincluding any and all schedules, annexes, exhibits, endorsements, supplements and amendments) is of all deeds and other instruments by which the Company or its Subsidiary, as applicable, acquired the Owned Real Property, and all title reports, title insurance policies, site plans, and surveys relating to the Owned Real Property in sole and exclusive the possession of the Company Owned Real Property and there or its Subsidiaries. (c) There are no material leases, licenses, licenses or occupancy agreements or any other similar arrangement (the “Real Property Leases”) pursuant to which any third party is granted the right to use any of the Company Owned Real Property, Property other than Permitted Liens; (iiitransient rentals in the ordinary course of business or as set forth on Section 3.17(c) has sufficient right of ingress and egress to the Company Owned Real Property in all material respects and enjoys peaceful and quiet possession thereof; and (iv) there are no outstanding options or rights of first offer or refusal to purchase the Company Owned Real Property. (b) Section 4.15(b) the Company Disclosure Letter sets forth a true and complete list, as of the date hereof, of all of the real property leased by Company or any of the Company Subsidiaries for which the annual rental value exceeds $5,000,000 pursuant to a Real Property Lease (the “Company Leased Real Property” and, together with the Company Owned Real Property, the “Company Real PropertyThird-Party Leases”). Except All Company Third-Party Leases and all amendments and modifications thereto are in respects thatfull force and effect, and there exists no default under any such Company Third-Party Lease by the Company, any of its Subsidiaries or, to the knowledge of the Company, any other party thereto, nor any event which, with notice or lapse of time or both, would constitute a default thereunder by the Company, any of its Subsidiaries or, to the knowledge of the Company, any other party thereto, except as, individually or in the aggregate, have has not had and would not reasonably be expected to have a Company Material Adverse Effect, with respect to . None of the Company Third-Party Leases shall be terminated or be terminable by the other party thereto, in each case as a result of the consummation of the Merger. (d) All leases of Leased Real Property and each (each, a “Company Real Property Lease: (i”) each Real Property Lease is and all amendments and modifications thereto are in full force and effect, and the Company or a Company Subsidiary holds a valid and existing leasehold interest there exists no default under each Real Property Lease; (ii) the possession and quiet use and enjoyment of the Company Leased Real Property under such Real Property Lease has not been disturbed and there are no disputes with respect to any such Real Property Lease; (iii) none lease by the Company, any of the Company or any Company Subsidiary has given or received any written notice of default pursuant to any such Real Property Lease; (iv) none of the Company or any Company Subsidiary its Subsidiaries or, to the Knowledge knowledge of the Company, any other party to such Real Property Leasethereto, is in breach or violation of, or in default under, such Real Property Lease, and no nor any event has occurred or circumstance exists which, with the delivery of notice, the passage notice or lapse of time or both, would constitute such a breachdefault thereunder by the Company, violation any of its Subsidiaries or, to the knowledge of the Company, any other party thereto, except as, individually or defaultin the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. None of the leases of Leased Real Property shall be terminated or permit be terminable by the terminationother party thereto, modification in each case as a result of the consummation of the Merger. (e) The consummation of the transactions contemplated by this Agreement will not require the consent of any party to a Company Real Property Lease, will not result in a breach of or acceleration of rent default under such any Company Third-Party Lease and will not otherwise cause any Company Third-Party Lease or Company Real Property Lease to cease to be legal, valid, binding, enforceable (except to the extent that enforceability may be limited by applicable Equitable Principles) and in full force and effect on identical terms following the part of Effective Time. (f) There are no contractual or legal restrictions that preclude or restrict the ability to use any Owned Real Property or Leased Real Property by the Company or any Company Subsidiary, nor, to of its Subsidiaries for the Knowledge current use of such real property in any material respect. There are no material latent defects or material adverse physical conditions affecting the Owned Real Property or Leased Real Property. All structures and other buildings on the Owned Real Property or Leased Real Property are adequately maintained and are in good operating condition and repair for the requirements of the Company, on the part business of the other party thereto; Company and its Subsidiaries as currently conducted. (vg) no security deposit or portion thereof deposited with respect to such Real Property Lease has been applied in respect of a breach or default under such Real Property Lease which has not been re-deposited in full; (vi) neither Neither the Company nor any Company Subsidiary owesof its Subsidiaries has mortgaged, or will owe in the future based on arrangements currently in existence, any brokerage commissions or finder’s fees with respect to any Real Property Lease; (vii) none of the Company or any Company Subsidiary has collaterally assigned or granted any other security interest in such any Owned Real Property Lease or any interest therein. Other than Company Third-Party Leases, other than Permitted Liens; (viii) there are no Liens on the estate or interest created by such Owned Real Property Leaseis not subject in any manner to any leases, other than Permitted Liens; licenses, rights of first refusal, rights of first offer, options to purchase or rights of occupancy in favor of any Person. (h) The Company or the applicable Subsidiary has (i) obtained and maintained all material permits and approvals required for the current use and operation of the Owned Real Property, and (ixii) none complied with all conditions of such permits and approvals in all material respects. There is no current breach, default or violation of any such permit or approval. (i) Neither the Company or nor any of its Subsidiaries has received written notice of any material violation of any Laws affecting the Company Subsidiary has subleased, licensed or otherwise granted any person the right to use or occupy any Company Leased Real Property that have not been cured in all material respects. (j) No representation is made under this Section 3.17 with respect to any Intellectual Property or any portion thereofIntellectual Property rights, which are the subject of Section 3.20.

Properties. (a) Section 4.15(a) of the Company Disclosure Letter sets forth a true and complete list, Except as of the date hereof, of all of the real property owned in fee simple by the Company or any of the Company Subsidiaries (the “Company Owned Real Property”). Except in respects that, individually or in the aggregate, have has not had and would not reasonably be expected to have a Company Material Adverse Effect, either the Company or the Company Subsidiaries: (i) has good and valid fee simple title to all of the Company Owned Real Property, free and clear of all Liens other than Permitted Liens; (ii) is in sole and exclusive possession of the Company Owned Real Property and there are no leases, licenses, occupancy agreements or any other similar arrangement (the “Real Property Leases”) pursuant to which any third party is granted the right to use any Company Owned Real Property, other than Permitted Liens; (iii) has sufficient right of ingress and egress to the Company Owned Real Property in all material respects and enjoys peaceful and quiet possession thereof; and (iv) there are no outstanding options or rights of first offer or refusal to purchase the Company Owned Real Property. (b) Section 4.15(b) the Company Disclosure Letter sets forth a true and complete list, as of the date hereof, of all of the real property leased by Company or any of the Company Subsidiaries for which the annual rental value exceeds $5,000,000 pursuant to a Real Property Lease (the “Company Leased Real Property” and, together with the Company Owned Real Property, the “Company Real Property”). Except in respects thathave, individually or in the aggregate, have a Material Adverse Effect, the Company or one of its Subsidiaries has good fee simple title to all Owned Real Property and valid leasehold estates in all Leased Real Property free and clear of all Encumbrances, except Permitted Encumbrances. Except as has not had and would not reasonably be expected to have have, individually or in the aggregate, a Company Material Adverse Effect, with respect to the Company or one of its Subsidiaries has exclusive possession of each Leased Real Property and each Owned Real Property, other than any use and occupancy rights granted to third-party owners, tenants or licensees pursuant to agreements with respect to such real property entered in the ordinary course of business. Other than as listed in Section 3.13 of the Company Disclosure Letter, neither the Company nor any of its Subsidiaries is a lessor or grantor under any material lease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any material Owned Real Property Lease: or material portion thereof. (b) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (i) each lease for the Leased Real Property Lease is in full force and effecteffect and is valid, binding and enforceable in accordance with its terms, except that such enforcement may be subject to applicable bankruptcy, reorganization, insolvency, moratorium or other similar Laws affecting creditors’ rights generally and general principles of equitable relief, and (ii) there is no default under any lease for the Leased Real Property either by the Company or a Company Subsidiary holds a valid and existing leasehold interest under each Real Property Lease; (ii) the possession and quiet use and enjoyment of the Company Leased Real Property under such Real Property Lease has not been disturbed and there are no disputes with respect to any such Real Property Lease; (iii) none of the Company or any Company Subsidiary has given or received any written notice of default pursuant to any such Real Property Lease; (iv) none of the Company or any Company Subsidiary its Subsidiaries or, to the Knowledge of the Company, by any other party to such Real Property Lease, is in breach or violation of, or in default under, such Real Property Leasethereto, and no event has occurred or circumstance exists whichthat, with the delivery of notice, the passage lapse of time or the giving of notice or both, would constitute such a breach, violation or default, or permit the termination, modification or acceleration of rent under such Real Property Lease on the part of default by the Company or any Company Subsidiaryits Subsidiaries thereunder. (c) Except as has not had and would not reasonably be expected to have, norindividually or in the aggregate, a Material Adverse Effect, (i) there are no pending or, to the Knowledge of the Company, on the part of the other party thereto; (v) no security deposit threatened condemnation or portion thereof deposited with respect to such Real Property Lease has been applied in respect of a breach or default under such Real Property Lease which has not been re-deposited in full; (vi) neither the Company nor eminent domain proceedings that affect any Company Subsidiary owes, or will owe in the future based on arrangements currently in existence, any brokerage commissions or finder’s fees with respect to any Real Property Lease; (vii) none of the Company or any Company Subsidiary has collaterally assigned or granted any other security interest in such Real Property Lease or any interest therein, other than Permitted Liens; (viii) there are no Liens on the estate or interest created by such Real Property Lease, other than Permitted Liens; and (ix) none of the Company or any Company Subsidiary has subleased, licensed or otherwise granted any person the right to use or occupy any Company Leased Owned Real Property or Leased Real Property, and (ii) the Company has not received any portion thereofwritten notice of the intention of any Governmental Entity or other Person to take any Owned Real Property or Leased Real Property.

Properties. (a) Section 4.15(a3.17(a) of the Company Disclosure Letter sets forth a true true, correct and complete list, as of the date hereof, list of all of the real property owned in fee simple by the Company or any of the Company Subsidiaries Acquired Companies (the “Owned Company Owned Real Property”). Except in respects that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, either the Company or the Company Subsidiaries: (i) has good and valid fee simple title to all of the Company Owned Real Property, free and clear of all Liens other than Permitted Liens; (ii) is in sole and exclusive possession of the Company Owned Real Property and there are no leases, licenses, occupancy agreements or any other similar arrangement (the “Real Property Leases”) pursuant to which any third party is granted the right to use any Company Owned Real Property, other than Permitted Liens; (iii) has sufficient right of ingress and egress to the Company Owned Real Property in all material respects and enjoys peaceful and quiet possession thereof; and (iv) there are no outstanding options or rights of first offer or refusal to purchase the Company Owned Real Property. (b) Section 4.15(b) the Company Disclosure Letter sets forth a true and complete list, as of the date hereof, of all of the real property leased by Company or any of the Company Subsidiaries for which the annual rental value exceeds $5,000,000 pursuant to a Real Property Lease (the “Company Leased Real Property” and, together with the real property leased, licensed or occupied under any Company Owned Real PropertyProperty Lease, the “Company Real Property”). Except in respects thatas, individually or in the aggregate, have has not had had, and would not reasonably be expected to have have, a Company Material Adverse Effect, with respect an Acquired Company has good fee simple title to the Owned Company Leased Real Property free and each clear of all Liens, except Permitted Liens. No Acquired Company owns, holds, has granted or is obligated under any option, right of first offer, right of first refusal or other contractual right to buy, acquire, sell, dispose or lease any of the Company Real Property or other material real property or any material portion thereof or interest therein. (b) Section 3.17(a) of the Company Disclosure Letter sets forth a true, correct and complete list of all real property leased, licensed or occupied under any Company Real Property Lease: (i) each . All rent and other sums and charges payable by any Acquired Company as tenants or occupants under any Company Real Property Lease is are current in full force all material respects. Each Acquired Company has a good and effectvalid leasehold interest in each parcel of real property leased, and the Company licensed or occupied by it pursuant to a Company Subsidiary holds a valid and existing leasehold interest under each Real Property Lease; (ii) the possession and quiet use and enjoyment of the Company Leased Real Property under such Real Property Lease free and clear of all Liens, except for Permitted Liens. Each Acquired Company has not been disturbed and there are no disputes with respect to any such Real Property Lease; (iii) none peaceful, undisturbed possession of the Company each parcel of real property leased, licensed or any Company Subsidiary has given or received any written notice of default occupied by it pursuant to any such Real Property Lease; (iv) none of the a Company or any Company Subsidiary or, to the Knowledge of the Company, any other party to such Real Property Lease, is subject to any leases, subleases or similar arrangements that may be in breach or violation ofexistence. Except as, individually or in default underthe aggregate, such Real Property Leasehas not had, and would not reasonably be expected to have, a Company Material Adverse Effect, no event Acquired Company has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach, violation or default, or permit the termination, modification or acceleration of rent under such Real Property Lease on the part of the Company or any Company Subsidiary, nor, to the Knowledge of the Company, on the part of the other party thereto; (v) no security deposit or portion thereof deposited with respect to such Real Property Lease has been applied in respect of a breach or default under such Real Property Lease which has not been re-deposited in full; (vi) neither the Company nor any Company Subsidiary owes, or will owe in the future based on arrangements currently in existence, any brokerage commissions or finder’s fees with respect to any Real Property Lease; (vii) none of the Company or any Company Subsidiary has collaterally assigned or granted any other security interest in such Real Property Lease or any interest therein, other than Permitted Liens; (viii) there are no Liens on the estate or interest created by such Real Property Lease, other than Permitted Liens; and (ix) none of the Company or any Company Subsidiary has subleasedleased, licensed or otherwise granted to any person Person (other than the other Acquired Companies) the right to use or occupy any parcel of Company Leased Real Property or any portion thereof. (c) Except as, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Company Material Adverse Effect, there is no condemnation, expropriation or other proceeding in eminent domain pending or, to the knowledge of the Company, threatened, affecting any Company Real Property or any portion thereof or interest therein. (d) Except as, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Company Material Adverse Effect, each Acquired Company has good title to, or a valid leasehold interest in, the tangible personal assets and properties used or held for use by it in connection with the conduct of its business as conducted on the date of this Agreement free and clear of all Liens, except Permitted Liens.

Properties. (a) Section 4.15(aSchedule 4.10(a) of the Company Disclosure Letter lists the common street address of each Owned Company Property, sets forth the applicable Acquired Company owning such property. Except as would not, individually or in the aggregate, reasonably be expected to have a true Company Material Adverse Effect, the Acquired Companies own fee simple title to each Owned Company Property, free and clear of Liens, except for Permitted Liens. (b) Schedule 4.10(b) of the Company Disclosure Letter lists (i) the common street address for all real property in which an Acquired Company holds as lessee or sublessee a ground lease or ground sublease interest in any real property (as the context may require, individually or collectively, the “Ground Leased Company Property”) and (ii) all of the leases, amendments and guaranties related to the Ground Leased Company Property to which any Acquired Company is a party (the “Ground Lease Documents”). The Ground Leased Company Property is the only real property in which the Acquired Companies hold as lessee, a ground lease interest in any real property. Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, the applicable Acquired Company holds a valid leasehold interest in the Ground Leased Company Property and either (i) good and valid fee simple title to all buildings, structures and other improvements and fixtures located on or under such real property or (ii) valid leasehold interest to all buildings, structures and other improvements and fixtures located on or under such real property, in each case, free and clear of all Liens (other than Permitted Liens). True and complete listcopies of the Ground Lease Documents have been made available to Parent. (c) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, to the Knowledge of the Company, as of the date hereof (i) none of the Acquired Companies has received written notice of any violation of any Law affecting any portion of any of the Company Properties issued by any Governmental Authority that has not been resolved and (ii) none of the Acquired Companies has received notice to the effect that there are (A) condemnation or rezoning proceedings that are pending or threatened with respect to any of the Company Properties, (B) zoning, building or similar Laws, codes, ordinances, orders or regulations that are or will be violated by the continued maintenance, operation or use of any buildings or other improvements on any of the Company Properties or by the continued maintenance, operation or use of the parking areas or (C) any defaults under any Contract evidencing any Lien or other Contract affecting any of the Company Properties. (d) The Acquired Companies have good and marketable title to, or a valid and enforceable leasehold interest in, all material personal property owned, used or held for use by them. Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, the Acquired Companies’ ownership of any such personal property is not subject to any Liens, other than Permitted Liens. (e) A policy of title insurance has been issued for each Owned Company Property insuring, as of the effective date of such insurance policy, (i) fee simple title interest held by the applicable Acquired Company, and (ii) to the Knowledge of the Company, such insurance policies are in full force and effect, and no material claim has been made against any such policy that remains outstanding as of the date hereof. (f) Schedule 4.10(f) of the Company Disclosure Letter lists each fee interest in real property or leasehold interest in any ground lease (or sublease) conveyed, transferred, assigned, or otherwise disposed of by the Acquired Companies (a “Prior Sale Contract”) since January 1, 2019, except for easements or similar interests. Other than as set forth in Schedule 4.10(f) of the Company Disclosure Letter, to the Knowledge of the Company as of the date hereof, of all none of the Acquired Companies has received any written notice of any outstanding claims under any Prior Sale Contract and no event or circumstance has occurred under any Prior Sale Contract that, with the passage of time or receipt of notice would reasonably be expected to result in liability to any Acquired Company in an amount, in the aggregate, in excess of $1,500,000. (g) True and complete copies of lists of, on both an “in-place lease” and “pre-lease” basis, each residential real property owned estate lease, sublease or other right of occupancy to which an Acquired Company is a party as landlord (collectively, the “Residential Leases”) and the lease identifier, accommodation type, base rent, deposit, move-in fee simple date and lease expiration date and separate delinquency reports (such information on such lists, collectively, the “Residential Rent Roll”), have been made available to Parent, which Residential Rent Roll is accurate as of the applicable date stated therein except such discrepancies as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, and such Residential Rent Roll is the rent roll used by the Acquired Companies in the ordinary course of their business. (h) Except as set forth on Schedule 4.10(h) of the Company Disclosure Schedule, (i) no Company Property is subject to any low or moderate income tenant requirements or any other income-based restrictions or requirements (collectively, the “Income Restrictions”), (ii) no Acquired Company has received a written notice of any default that has not been cured under any Contract evidencing such Income Restrictions and (iii) neither the Acquired Companies nor any of the Company Subsidiaries counterparties to such Contracts are currently in default under such Contracts, except, in each case in the foregoing clauses (the “Company Owned Real Property”ii) and (iii). Except in respects , for any such default that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (i) The operating budget set forth in Schedule 4.10(i)(i) of the Company Disclosure Letter (the “Operating Budget”) discloses, either as of the date hereof, the aggregate budgeted operating expenses of the Company and the Company Subsidiaries for the Company Properties through December 31, 2022 (the “Operating Expenses”). The capital expenditure budget in Schedule 4.10(i)(ii) of the Company Disclosure Letter (the “Capital Expenditure Budget”) discloses, as of the date hereof, the budgeted amount of all allowances (including tenant allowances, and leasing commissions), expenditures and fundings, budgeted to be funded by or on behalf of the Company or the Company Subsidiaries: (i) has good and valid fee simple title to all of the Company Owned Real Property, free and clear of all Liens other than Permitted Liens; (ii) is in sole and exclusive possession of the Company Owned Real Property and there are no leases, licenses, occupancy agreements or any other similar arrangement (the “Real Property Leases”) pursuant to which any third party is granted the right to use any Company Owned Real Property, other than Permitted Liens; (iii) has sufficient right of ingress and egress Subsidiary with respect to the Company Owned Real Property Properties, including in all material respects connection with renovations, construction projects, restorations, developments and enjoys peaceful redevelopments and quiet possession thereof; and any projects that are in pre-development, in each case with respect to each project or line item in excess of $275,000. Except as set forth in Schedule 4.10(i)(iii) or has not had, or would not reasonably be likely to have, individually or in the aggregate, a Material Adverse Effect, (ivA) there are no outstanding options pending common area maintenance (CAM), percentage rent or rights similar audits by any third party of first offer or refusal to purchase which the Company Owned Real Propertyhas knowledge or has received written notice, and (B) there are no pending real property tax protests or litigation, proceeding, investigation, complaint or action regarding any Company Properties of which the Company has knowledge or has received written notice. (bj) Section 4.15(bThere is no outstanding Indebtedness pursuant to which Company or any Subsidiary of Company is a lender as of the date hereof to any Person other than to a Wholly Owned Company Subsidiary. (k) Schedule 4.10(k) the Company Disclosure Letter sets forth a true the common street address for all real property owned or ground leased by (A) the Majority Equity Joint Ventures and complete list(B) the Minority Equity Joint Ventures or any of its Subsidiaries in whole or in part (the property described in this clause (B), the “Minority JV Real Property”), and setting forth the Joint Venture Agreements pertaining thereto. Except for any Indebtedness specifically referenced in the Joint Venture Agreements as set forth on Schedule 4.10(k)(B) of the Company Disclosure Letter (the “JV Loans”), as of the date hereof, of all of neither the real property leased by Company or nor any Subsidiary of the Company has approved or otherwise consented to the incurrence of Indebtedness by any Joint Venture or its Subsidiaries for which the annual rental value exceeds in excess of $5,000,000 pursuant to a Real Property Lease (the “Company Leased Real Property” and, together with the Company Owned Real Property, the “Company Real Property”). Except in respects that, individually or 1,000,000 other than trade payables in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, with respect to the Company Leased Real Property and each Real Property Lease: (i) each Real Property Lease is in full force and effect, and the Company or a Company Subsidiary holds a valid and existing leasehold interest under each Real Property Lease; (ii) the possession and quiet use and enjoyment ordinary course of the Company Leased Real Property under such Real Property Lease has not been disturbed and there are no disputes with respect to any such Real Property Lease; (iii) none of the Company or any Company Subsidiary has given or received any written notice of default pursuant to any such Real Property Lease; (iv) none of the Company or any Company Subsidiary or, to business. To the Knowledge of the Company, any other party to such Real Property Leasetrue, is in breach or violation of, or in default under, such Real Property Lease, correct and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach, violation or default, or permit the termination, modification or acceleration of rent under such Real Property Lease on the part complete copies of the Company or any Company Subsidiary, nor, documents evidencing and securing the JV Loans have been provided to Parent. To the Knowledge of the Company, on the part borrower under the JV Loans has not received or delivered any written notice of the other party thereto; (v) no security deposit or portion thereof deposited default with respect to such Real Property Lease has been applied in respect of a breach or default under such Real Property Lease which the JV Loans that has not been re-deposited cured. (l) Schedule 4.10(l) of the Company Disclosure Letter lists each Company Property that is (i) under development as of the date hereof (other than normal repair and maintenance but including any construction project the cost of which is in full; excess of $3,000,000) and describes (viA) the status of such development as of the date hereof (including the anticipated completion date), and (B) the budgeted costs and the costs to complete, (ii) subject to a binding agreement for development or commencement of construction by an Acquired Company with a cost in excess of $3,000,000 (each, a “Construction Contract”) or (iii) land held for development (each a “Development Project”), in each case, other than those pertaining to customary capital repairs, replacements and other similar correction of deferred maintenance items in the ordinary course of business. (m) As of the date hereof, (i) neither the Company nor any Subsidiary of Company Subsidiary oweshas exercised any Transfer Right with respect to real property or one or more Persons for aggregate consideration in excess of $1,500,000, or will owe which transaction has not yet been consummated and (ii) no third party has exercised in the future based on arrangements currently in existence, writing any brokerage commissions or finder’s fees Transfer Right with respect to any Real Property Lease; (vii) none Subsidiary of the Company or any Owned Company Subsidiary has collaterally assigned or granted any other security interest in such Real Property Lease or any interest therein, other than Permitted Liens; (viii) there are no Liens on the estate or interest created by such Real Property Lease, other than Permitted Liens; and (ix) none of the Company or any Company Subsidiary has subleased, licensed or otherwise granted any person the right to use or occupy any Company Leased Real Property or any portion thereofParticipation Agreement, which transaction has not yet been consummated.

Properties. (a) Section 4.15(a3.13(a) of the Company Disclosure Letter sets forth Schedule contains a true and complete list, as of the date hereof, list of all of the real property owned in fee simple by the Company or any of the Company its Subsidiaries (collectively with all land, buildings, structures, fixtures and improvements located thereon the “Company Owned Real Property”). Except in respects that, individually or in the aggregate, have not had ) and would not reasonably be expected to have a Company Material Adverse Effect, either the Company or the Company Subsidiaries: (i) has good and valid fee simple title to all for each parcel of the Company Owned Real Property, free and clear contains a correct street address of all Liens other than Permitted Liens; (ii) is in sole and exclusive possession of the Company Owned Real Property and there are no leases, licenses, occupancy agreements or any other similar arrangement (the “Real Property Leases”) pursuant to which any third party is granted the right to use any Company Owned Real Property, other than Permitted Liens; (iii) has sufficient right of ingress and egress to the Company Owned Real Property in all material respects and enjoys peaceful and quiet possession thereof; and (iv) there are no outstanding options or rights of first offer or refusal to purchase the Company such Owned Real Property. (b) Section 4.15(b3.13(b) of the Company Disclosure Letter sets forth Schedule contains a true and complete listlist of all real property leased, subleased, licensed or otherwise occupied (whether as a tenant, subtenant or pursuant to other occupancy arrangements) by the Company or any of its Subsidiaries (collectively, including the improvements thereon, the “Leased Real Property”), and for each Leased Real Property, identifies the street address of such Leased Real Property, and, in the case of any lease in respect thereof that is set to expire or is subject to renewal during the one-year period immediately following the date of this Agreement, the expiration date of such lease and a description of any terms that have been proposed in regard to any renewal thereof. True and complete copies of all agreements under which the Company or any Subsidiary is the landlord, sublandlord, tenant, subtenant, or occupant (each a “Real Property Lease”) that have not been terminated or expired as of the date hereof, thereof have been made available to Parent. (c) The Company and/or its Subsidiaries have good and marketable fee simple title to all material Owned Real Property and valid leasehold estates in all material Leased Real Property free and clear of all Liens, except Permitted Liens. (d) Other than the Real Property Leases, none of the real property leased by Company material Owned Real Property or the material Leased Real Property is subject to any lease, sublease, license or other agreement granting to any other Person any right to the use, occupancy or enjoyment of such Owned Real Property or Leased Real Property or any part thereof. There are no outstanding options or rights of the Company Subsidiaries for which the annual rental value exceeds $5,000,000 pursuant first refusal to a Real Property Lease (the “Company Leased Real Property” and, together with the Company purchase any Owned Real Property, or any portion of the “Company Real Property”). Except in respects that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, with respect to the Company Leased Owned Real Property and each Real Property Lease: or interest therein. (ie) each Each material Real Property Lease is in full force and effect, effect and constitutes the Company or a Company Subsidiary holds a valid and existing leasehold interest under each Real Property Lease; (ii) the possession and quiet use and enjoyment of the Company Leased Real Property under such Real Property Lease has not been disturbed and there are no disputes with respect to any such Real Property Lease; (iii) none legally binding obligation of the Company or its Subsidiaries, enforceable in accordance with its terms (subject to the Bankruptcy and Equity Exception), and there is no material default or event which, with notice, lapse of time or both, would constitute a material default or permit termination or material modification or acceleration of obligations by any Company Subsidiary has given or received third party under any written notice of default pursuant to any such material Real Property Lease; (iv) none of Lease either by the Company or its Subsidiaries party thereto or, to the Knowledge of the Company, by any Company Subsidiary other party thereto or prevent, materially delay or materially impair the consummation of the transactions contemplated by this Agreement. (f) There does not exist any pending material condemnation or eminent domain proceedings that affect any material Owned Real Property or, to the Knowledge of the Company, any other party to such proceedings that affect any material Leased Real Property Lease, is in breach or violation of, or in default under, such Real Property Lease, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach, violation or default, or permit the termination, modification or acceleration of rent under such Real Property Lease on the part of the Company or any Company Subsidiary, noror, to the Knowledge of the Company, on the part of the other party thereto; (v) no security deposit any threatened material condemnation or portion thereof deposited with respect to such eminent domain proceedings that affect any material Owned Real Property Lease has been applied in respect of a breach or default under such material Leased Real Property Lease which has not been re-deposited in full; (vi) Property, and neither the Company nor its Subsidiaries have received any Company Subsidiary owes, or will owe in the future based on arrangements currently in existence, any brokerage commissions or finder’s fees with respect to any Real Property Lease; (vii) none written notice of the Company intention of any Governmental Authority or other Person to take or use any Company Subsidiary has collaterally assigned or granted any other security interest in such Real Property Lease or any interest therein, other than Permitted Liens; (viii) there are no Liens on the estate or interest created by such Real Property Lease, other than Permitted Liens; and (ix) none of the Company or any Company Subsidiary has subleased, licensed or otherwise granted any person the right to use or occupy any Company Leased Owned Real Property or any portion thereofLeased Real Property.

Properties. (a) Section 4.15(a) The Company or one of the Company Disclosure Letter sets forth a true and complete listits Subsidiaries, as of the date hereofcase may be, of all of the real property owned in fee simple by the Company or any of the Company Subsidiaries (the “Company Owned Real Property”). Except in respects that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, either the Company or the Company Subsidiaries: (i) has holds good and valid fee simple title to all of the properties and assets reflected in the Company Current Balance Sheet as being owned by the Company or one of its Subsidiaries or acquired after the date thereof (collectively, with respect to real property, the “Company Owned Real Property”) (except for assets (other than Company Owned Real Property) sold or otherwise disposed of since the date thereof in the ordinary course of business), free and clear of all Liens, except for Permitted Liens, (ii) holds the Company Owned Real Property, and each portion thereof or interest therein, free of any outstanding options or rights of first refusal or any offers to sell, purchase or lease or any Occupancy Agreements, except as set forth on Section 3.8 of the Company Disclosure Letter, (iii) except as set forth on Section 3.8 of the Company Disclosure Letter, is the lessee of all leasehold estates reflected in the Company Current Balance Sheet or acquired after the date thereof (except for leases that have expired by their terms since the date thereof), each of which, by address and store number, is set forth on Section 3.8 of the Company Disclosure Letter (collectively, with respect to real property, the “Company Leased Real Property”) (including those stores that have been approved for closing as noted therein) and (w) with respect to each Company Ground Leased Property, holds good and valid leasehold interest therein, free and clear of all Liens other than (except for Permitted Liens; ) and Occupancy Agreements, (x) is in possession of the properties purported to be leased thereunder and none of such properties is affected by any Occupancy Agreements, and each such lease is valid and in full force and effect, constitutes a valid and binding obligation of the Company or the applicable Subsidiary of the Company, and to the Company’s knowledge, each other party thereto, enforceable against the Company or the applicable Subsidiary of the Company and, to the Company’s knowledge, each other party thereto, except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies, (y) except as set forth on Section 3.8 of the Company Disclosure Letter, the Company has not received any written notice of termination or cancellation of or of a breach or default under any such lease, and (z) except as set forth on Section 3.8 of the Company Disclosure Letter, neither the Company nor the applicable Subsidiary of the Company, nor, to the Company’s knowledge, any other party thereto, is or is alleged to be in material violation thereof or in material default in respect thereof, nor has there occurred any event or condition which (with or without notice or lapse of time or both) would constitute a material violation thereof or a material default thereunder. The Company has provided Parent with (or made available to Parent on the Company’s Virtual Premises data site prior to the date hereof) true, complete and correct copies of each of the leases for the Company Leased Real Property, including all amendments and supplements thereto and all material notices delivered or received by the Company or its Subsidiaries in connection therewith. For purposes of the preceding sentence, each notice delivered or received by the Company or a Subsidiary thereof in connection with a lease of the Company Leased Real Property shall be deemed a material notice unless such notice (i) does not affect the substantive rights and/or obligations of the parties to the related lease, (ii) has been superseded by a subsequent amendment, supplement or notice made available to Parent on the Company’s Virtual Premises data site prior to the date hereof, (iii) is no longer in sole effect by being either withdrawn or abandoned, or through the passage of time, or relates to a default under the related lease that has been cured, (iv) discloses a matter of public record otherwise disclosed in the Company Disclosure Letter, or (v) is related to a matter otherwise disclosed in the Company Disclosure Letter. Except as set forth on Section 3.8 of the Company Disclosure Letter, none of the leases of the Company Leased Real Property is guaranteed by any third party, none of the rights of the Company or any of its Subsidiaries under any leases for Company Leased Real Property will be subject to termination or modification as the result of the consummation of the transactions contemplated by this Agreement and exclusive possession the Company Transaction Documents, and upon consummation of the Merger, the Surviving Corporation will have succeeded to all of the rights, title and interest of the Company or its Subsidiaries either directly or indirectly by ownership of the Company’s Subsidiaries under each of such leases. Section 3.8 of the Company Disclosure Letter sets forth a true, correct and complete list of the Company Owned Real Property and a true, correct and complete list of the most recent title insurance policies or reports relating to the Company Owned Real Property and the Company Ground Leased Property. The Company Leased Real Property and Company Owned Real Property comprise all of the real property owned or leased by the Company and/or its Subsidiaries and used in the business of the Company and its Subsidiaries as currently operated. All material personal property shown to be owned by the Company and its Subsidiaries on the Company Current Balance Sheet have been maintained in accordance with the Company’s and its Subsidiaries’ normal practices and are in usable condition for the operation of the Company’s and its Subsidiaries’ businesses, ordinary wear and tear excepted. To the Company’s knowledge, there are no leases, licenses, occupancy agreements tax abatements or exemptions specifically affecting any Company Owned Real Property or any other similar arrangement (Company Ground Leased Property and neither the “Company nor any of its Subsidiaries has received any written notice of any proposed increase in the assessed valuation of any Company Owned Real Property Leases”or Company Ground Leased Property or of any proposed public improvement assessments. The Company has provided Parent with (or made available to Parent on the Company’s Virtual Premises data site prior to the date hereof) pursuant true, complete and correct copies of the most recent tax bills for each Company Owned Real Property and each Company Ground Leased Property. No Company Owned Real Property or Company Ground Leased Property is comprised of a tax lot that also encompasses property that is not such Company Owned Real Property or Company Ground Leased Property. There is no pending, or, to which the Company’s knowledge, threatened or contemplated condemnation, eminent domain or similar Proceeding affecting any third party Company Owned Real Property or any portion thereof or any Company Ground Leased Property or any portion thereof. To the Company’s knowledge, there exists no fact or condition that is granted reasonably likely to result in the right termination of the existing access to use any Company Owned Real Property, other than Permitted Liens; (iii) has sufficient right of ingress and egress to the Company Owned Real Property in all material respects and enjoys peaceful and quiet possession thereof; and (iv) there are no outstanding options or rights of first offer or refusal to purchase the Company Owned Real Property. (b) Section 4.15(b) the Company Disclosure Letter sets forth a true and complete list, as of the date hereof, of all of the real property leased by Company or any of the Company Subsidiaries for which the annual rental value exceeds $5,000,000 pursuant to a Real Property Lease (the “Company Leased Real Property” and, together with the Company Owned Real Property, the “Company Real Property”). Except in respects that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, with respect to the Company Leased Real Property and each Real Property Lease: (i) each Real Property Lease is in full force and effect, and the Company or a Company Subsidiary holds a valid and existing leasehold interest under each Real Property Lease; (ii) the possession and quiet use and enjoyment of the Company Leased Real Property under such Real Property Lease has not been disturbed and there are no disputes with respect to any such Real Property Lease; (iii) none of the Company or any Company Subsidiary has given or received any written notice of default pursuant to any such Real Property Lease; (iv) none of the Company or any Company Subsidiary or, to the Knowledge of the Company, any other party to such Real Property Lease, is in breach or violation of, or in default under, such Real Property Lease, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach, violation or default, or permit the termination, modification or acceleration of rent under such Real Property Lease on the part of the Company or any Company Subsidiary, nor, to the Knowledge of the Company, on the part of the other party thereto; (v) no security deposit or portion thereof deposited with respect to such Real Property Lease has been applied in respect of a breach or default under such Real Property Lease which has not been re-deposited in full; (vi) neither the Company nor any Company Subsidiary owes, or will owe in the future based on arrangements currently in existence, any brokerage commissions or finder’s fees with respect to any Real Property Lease; (vii) none of the Company or any Company Subsidiary has collaterally assigned or granted any other security interest in such Real Property Lease or any interest therein, other than Permitted Liens; (viii) there are no Liens on the estate or interest created by such Real Property Lease, other than Permitted Liens; and (ix) none of the Company or any Company Subsidiary has subleased, licensed or otherwise granted any person the right to use or occupy any Company Leased Real Property or any portion thereofCompany Ground Leased Property.

Properties. (a) Section 4.15(aSchedule ‎3.9(a) lists all fee owned real property by any Group Company (each, an “Owned Real Property”), and sets forth the name of the Company Disclosure Letter sets forth a true entity holding such Owned Real Property interest and complete list, as the street address of the date hereof, of each Owned Real Property. The Owned Real Property constitutes all of the real property owned utilized in fee simple by connection with the business of the Group Companies and is adequate to conduct such business as currently conducted. (b) Correct and complete copies of all existing vesting deeds, current title insurance policies, copies of all underlying recorded documents and most recent surveys, copies of any appraisals, in each case, relating to the Owned Real Property, have been made available to Buyer (in each case to the extent in the possession of the Company or any of its Subsidiaries) prior to the Company Subsidiaries date hereof. (the “Company c) Except as set forth on Schedule ‎3.9(c), with respect to each Owned Real Property”). Except in respects that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, either the Company or the Company Subsidiaries: (i) the applicable Group Company has good and valid indefeasible fee simple title to all of the Company such Owned Real Property, free and clear of all Liens, except Permitted Liens other than Permitted Liens; and (ii) is the Group Companies are in sole and exclusive possession of the Company Owned Real Property and there are no leases, licenses, occupancy agreements or any other similar arrangement (the “Real Property Leases”) pursuant to which any third party is granted the right to use any Company Owned Real Property, other than Permitted Liens; (iii) has sufficient right of ingress and egress to the Company Owned Real Property compliance in all material respects and enjoys peaceful and quiet possession thereof; and (iv) there are no outstanding options with any zoning, use, occupancy or rights of first offer or refusal similar requirements applicable to purchase the Company such Owned Real Property. (bd) Section 4.15(b) The applicable Group Company has not leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof and other than the right of Buyer pursuant to this Agreement, there are no outstanding options, rights of first offer or rights of first refusal to purchase such Owned Real Property or any portion thereof or interest therein. No Group Company Disclosure Letter sets forth is a true and complete list, as of the date hereof, of all of the party to any agreement or option to purchase any real property leased by Company or any interest therein. (e) Other than in connection with takings for road widening and redirection that would not have an adverse impact on the conduct of the Company Subsidiaries for which the annual rental value exceeds $5,000,000 pursuant to a Real Property Lease (the “Company Leased Real Property” and, together with the Company business at such Owned Real Property, no Group Company has Knowledge that the “Company Owned Real Property”Property or portion thereof is subject to any pending suit for condemnation or expropriation or other taking by any Governmental Entity or that any such condemnation or other taking is threatened or contemplated. (f) The Group Companies do not lease, sublease, license or otherwise occupy any real property as tenant, subtenant, or licensee. (g) The components of all buildings, structures, equipment and other improvements located on the Owned Real Property are in good operating condition and repair in all material respects for the uses for which they are currently employed (normal wear and tear excepted). Except in respects that, individually or in the aggregate, have not had The property and would not reasonably be expected to have a Company Material Adverse Effect, with respect to the Company Leased Real Property and each Real Property Lease: (i) each Real Property Lease is in full force and effect, and assets owned by the Company or a any Company Subsidiary holds a valid and existing leasehold interest under each Real Property Lease; (ii) Subsidiary, or which they otherwise have the possession and quiet use and enjoyment right to use, constitute all of the Company Leased Real Property under such Real Property Lease has not been disturbed property and there are no disputes assets used or held for use in connection with respect to any such Real Property Lease; (iii) none the businesses of the Company or any Company Subsidiary has given and are adequate to conduct such businesses as currently conducted. Except as set forth on Schedule 3.9(g), no material repairs, replacements or received any written notice of default pursuant regularly scheduled maintenance relating to any such Owned Real Property Lease; that have not been completed are currently being delayed or deferred. (ivh) none The applicable Group Company has access to and the rights of the Company or any Company Subsidiary oringress and egress over, to and from public roads or through easements or other rights of way bounding each Owned Real Property. (i) To the Knowledge of the Company, any other party to such Real Property Lease, is in breach or violation of, or in default under, such Real Property Lease, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach, violation or default, or permit the termination, modification or acceleration of rent under such Real Property Lease off-site storage facility set forth on the part of Schedule 3.9(i) used by the Company or any Company Subsidiary, norand operated by a third-party service provider, to house archive material, specimens, paper data, electronic data, back-up material and study-related or support records used in the Knowledge operation of the Company, on the part of the other party thereto; (v) no security deposit or portion thereof deposited with respect to such Real Property Lease has been applied in respect of a breach or default under such Real Property Lease which has not been re-deposited in full; (vi) neither the Company nor any Company Subsidiary owes, or will owe in the future based on arrangements currently in existence, any brokerage commissions or finder’s fees with respect to any Real Property Lease; (vii) none business of the Company or any and the Company Subsidiary has collaterally assigned or granted any other security interest been maintained consistent with standards generally followed in such Real Property Lease or any interest therein, other than Permitted Liens; the industry (viii) there are no Liens on giving due account to the estate or interest created by such Real Property Lease, other than Permitted Liens; age and (ix) none length of use of the Company or any Company Subsidiary has subleasedsame, licensed or otherwise granted any person the right to use or occupy any Company Leased Real Property or any portion thereofordinary wear and tear excepted).

Properties. (a) Section 4.15(aThe Company or a Company Subsidiary (i) of the Company Disclosure Letter sets forth a true owns good and complete list, as of the date hereof, of all of the real property owned in marketable fee simple title or valid leasehold title (as applicable) to the material real properties owned by the Company or any Company Subsidiaries as of the Company Subsidiaries Agreement Date (the “Company Owned Real Property”). Except in respects that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, either the Company or the Company Subsidiaries: (i) has good and valid fee simple title to all of the Company Owned Real Property, free and clear of all Liens other than (except for Permitted Liens; ), (ii) is has a valid leasehold interest in sole and exclusive possession of each leasehold or subleasehold estate held by the Company Owned Real Property and there are no leases, licenses, occupancy agreements or any other similar arrangement (the “Real Property Leases”) pursuant to which any third party is granted the right to use any Company Owned Real Property, other than Permitted Liens; (iii) has sufficient right of ingress and egress to the Company Owned Real Property in all material respects and enjoys peaceful and quiet possession thereof; and (iv) there are no outstanding options or rights of first offer or refusal to purchase the Company Owned Real Property. (b) Section 4.15(b) the Company Disclosure Letter sets forth a true and complete list, Subsidiary as of the date hereofAgreement Date (collectively, of all of the real property leased by Company or any of the Company Subsidiaries for which the annual rental value exceeds $5,000,000 pursuant to a Real Property Lease (the “Company Leased Real Property” and, together with the Company Owned Real Property, the “Company Real Property”). Except ) free and clear of all Liens (except for Permitted Liens) pursuant to a lease, sublease, license or similar written agreement (“Real Property Lease”) and (iii) has good and marketable title, or valid and enforceable leasehold interests in, all of its tangible personal properties and assets reflected on the Company Financial Statements or acquired since the Company Balance Sheet Date in the ordinary course of business, free and clear of all Liens, except for (x) Permitted Liens, (y) property and assets that have been disposed of since the Company Balance Sheet Date in the ordinary course of business consistent with past practice and (z) in respects that, individually or in the aggregate, have not had and that would not reasonably be expected to have have, individually or in the aggregate a Company Material Adverse Effect, with respect to the Company Leased Real Property and each Real Property Lease: (i. Section 2.19(a) each Real Property Lease is in full force and effect, and the Company or a Company Subsidiary holds a valid and existing leasehold interest under each Real Property Lease; (ii) the possession and quiet use and enjoyment of the Company Leased Disclosure Schedules sets forth a list of all Company Real Property. This Section 2.19(a) does not relate to Intellectual Property under such Real Property Lease has not been disturbed and there Rights, privacy or data security matters, which are no disputes with respect to any such Real Property Lease; the subject of Section 2.15. (iiib) none of the Company or any Company Subsidiary has given or received any written notice of default pursuant to any such Real Property Lease; (iv) none of the Company or any Company Subsidiary or, to the Knowledge of the Company, any other party to such Real Property Lease, is in breach or violation of, or in default under, such Real Property Lease, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach, violation or default, or permit the termination, modification or acceleration of rent under such Real Property Lease on the part of the Company or any Company Subsidiary, nor, to the Knowledge of the Company, on the part of the other party thereto; (v) no security deposit or portion thereof deposited with respect to such Real Property Lease has been applied in respect of a breach or default under such Real Property Lease which has not been re-deposited in full; (vi) neither Neither the Company nor any Company Subsidiary oweshas received any written notice of existing, pending or threatened (i) condemnation proceedings affecting the Company Real Property, or will owe in (ii) zoning, building code or other moratorium proceedings, or similar matters which would reasonably be expected to materially and adversely affect the future based on arrangements currently in existence, any brokerage commissions or finder’s fees with respect ability to any operate the Company Real Property Lease; (vii) none as currently operated. Neither the whole nor any material portion of the Company or any Company Subsidiary has collaterally assigned or granted any other security interest in such Real Property Lease has been damaged or any interest therein, destroyed by fire or other than Permitted Liens; (viii) there are no Liens on the estate or interest created by such Real Property Lease, other than Permitted Liens; and (ix) none of the Company or any Company Subsidiary has subleased, licensed or otherwise granted any person the right to use or occupy any Company Leased Real Property or any portion thereofcasualty.

Properties. (a) Section 4.15(a) of the Company Disclosure Letter sets forth a true and complete list, Except as of the date hereof, of all of the real property owned in fee simple by the Company or any of the Company Subsidiaries (the “Company Owned Real Property”). Except in respects thatwould not reasonably be expected to have, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse EffectEffect on the Company, either the Company or its Subsidiaries have good title to, or valid leasehold interests in, all Company Real Property, and all other property (other than Intellectual Property) and assets reflected on the Company Subsidiaries: (i) has good and valid fee simple title to all of Balance Sheet or acquired after the Company Owned Real PropertyBalance Sheet Date, free and clear of all Liens other than except Permitted Liens; (ii) is in sole and exclusive possession , except as have been disposed of since the Company Owned Real Property and there are no leases, licenses, occupancy agreements or any other similar arrangement (Balance Sheet Date in the “Real Property Leases”) pursuant to which any third party is granted the right to use any Company Owned Real Property, other than Permitted Liens; (iii) has sufficient right ordinary course of ingress and egress to the Company Owned Real Property in all material respects and enjoys peaceful and quiet possession thereof; and (iv) there are no outstanding options or rights of first offer or refusal to purchase the Company Owned Real Propertybusiness. (b) Section 4.15(b) The Company has disclosed in the Company Disclosure Letter sets forth SEC Documents a true and complete list, as of the date hereof, list of all of the material real property leased owned by the Company or any its Subsidiaries (collectively, the “Owned Real Property”) to the extent required under SEC rules and regulations. The Company or a Subsidiary of the Company has good and valid title to the Owned Real Property free and clear of all Liens, except Permitted Liens and any such exceptions that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company. Neither the Company nor any of its Subsidiaries has leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any material portion thereof. (c) The Company has disclosed in the Company SEC Documents a list of all leased or subleased real property for which the annual rental value exceeds $5,000,000 pursuant to Company or a Real Property Lease Subsidiary of the Company is a tenant or subtenant (such real property, the “Company Leased Real Property” and, ”; together with the Company Owned Real Property, the “Company Real Property”)) to the extent required under SEC rules and regulations. Except in respects thatas would not reasonably be expected to have, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse EffectEffect on the Company, each lease or sublease or other occupancy agreement (together with respect to any material amendments, each, a “Material Real Property Lease”) under which the Company or any of its Subsidiaries leases, subleases, or otherwise uses or occupies any such Leased Real Property is valid and each Real Property Lease: (i) each Real Property Lease is in full force and effect, effect and the Company or a Company Subsidiary holds a valid and existing leasehold interest under each Real Property Lease; (ii) the possession and quiet use and enjoyment of the Company Leased Real Property under such Real Property Lease has not been disturbed and there are no disputes with respect to any such Real Property Lease; (iii) none of the Company or any Company Subsidiary has given or received any written notice of default pursuant to any such Real Property Lease; (iv) none of the Company or any Company Subsidiary or, to the Knowledge of the Company, any other party to such Real Property Lease, is in breach or violation of, or in default under, such Real Property Lease, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach, violation or default, or permit the termination, modification or acceleration of rent under such Real Property Lease on the part of the Company or any Company Subsidiary, nor, to the Knowledge of the Company, on the part of the other party thereto; (v) no security deposit or portion thereof deposited with respect to such Real Property Lease has been applied in respect of a breach or default under such Real Property Lease which has not been re-deposited in full; (vi) neither the Company nor any Company Subsidiary owesof its Subsidiaries, or will owe in nor to the future based on arrangements currently in existence, any brokerage commissions or finderCompany’s fees with respect to any Real Property Lease; (vii) none of the Company or any Company Subsidiary has collaterally assigned or granted knowledge any other security interest in such Real Property Lease or any interest therein, other than Permitted Liens; (viii) there are no Liens on the estate or interest created by such party to a Material Real Property Lease, other than Permitted Liens; has violated any provision of, or taken or failed to take any act which, with or without notice, lapse of time, or both, would constitute a default under the provisions of such Material Real Property Lease, and (ix) none of neither the Company nor any of its Subsidiaries has received or given any notice in writing that it or a counterparty has breached, violated or defaulted under any Material Real Property Lease where such breach, violation or default remains uncured. Neither the Company Subsidiary nor any of its Subsidiaries has subleased, licensed subleased or otherwise granted any person Person the right to use or occupy any Company Leased Real Property. There is no condemnation proceeding pending or, to the best of the Company’s knowledge, threatened as to any material Company Real Property or nor any portion thereofmaterial casualty which has not been fully restored.

Properties. (a) Except as set forth in Section 4.15(a4.6(a) of the Company Disclosure Letter sets forth a true and complete listSchedule, as the Company or one of the date hereofAcquired Companies owns (i) good, valid and marketable fee simple title to each of the real properties identified in Section 4.6(a) of the Company Disclosure Schedule as being owned in fee (each a “Fee Owned Company Property” and, collectively, (the “Fee Owned Company Properties”) and (ii) a good, valid and marketable leasehold interest in each of the real properties identified in Section 4.6(a) of the Company Disclosure Schedule as being a leasehold interest (each a “Ground Leased Company Property” and, collectively, the “Company Properties”), which are all of the real property estate properties owned by them, in each case, except as provided below, free and clear of Encumbrances, except for Permitted Encumbrances. (b) The Company has made available or will make available to Parent all current policies of title insurance insuring the Company’s or the applicable Acquired Company’s fee simple title to Company Properties or leasehold interest in any property leased by an Acquired Company (each, a “Company Title Insurance Policy,” and collectively, the “Company Title Insurance Policies”). Except as set forth in Section 4.6(b) of the Company Disclosure Schedule, (x) no title insurance company that issued a Company Title Insurance Policy has disclaimed or challenged, in written notice to the Company or any Company Subsidiary, the validity or force and effect of any such Company Title Insurance Policy, and (y) no claim has been made by the Company or any Company Subsidiary against any such Company Title Insurance Policy. (c) Except as set forth in Section 4.6(c) of the Company Subsidiaries (Disclosure Schedule, neither the “Company Owned Real Property”). Except in respects thatnor any Company Subsidiary has received written notice of any violation of any Law or requirement affecting any of the Company Properties issued by any Governmental Entity which have not been cured, or which violations would not, individually or in the aggregate, have a Company Material Adverse Effect. (d) Except as provided for in Section 4.6(d) of the Company Disclosure Schedule, to the Knowledge of the Company, neither the Company nor any Company Subsidiary has received any written notice to the effect that (i) any condemnation or rezoning proceedings are pending or threatened with respect to any of the Company Properties, or (ii) any Laws including any zoning regulation or ordinance, building or similar law, code, ordinance, order or regulation has been violated for any Company Property, which in the case of clauses (i) and (ii) above would have or would reasonably be likely to have, individually or in the aggregate, a Company Material Adverse Effect. (e) Section 4.6(e) of the Company Disclosure Schedule lists each lease, sublease or other right of occupancy that the Company or the Company Subsidiaries are party to as landlord with respect to any of the applicable Company Properties (each, a “Lease” and collectively, the “Leases”). The Company has made available to Parent correct and complete copies of all Leases, including all material amendments, modifications, supplements, renewals, extensions and guarantees related thereto, as of the date hereof. Except as set forth in Section 4.6(d) of the Company Disclosure Schedule, (i) no tenant under any Lease has asserted in writing any set-off, claim, counterclaim or defense against the Company or Company Subsidiary or arising out of such Lease that remains outstanding, (ii) to the Knowledge of the Company, no tenant under any Lease is currently subject to any insolvency or bankruptcy proceeding, and neither the Company nor any of the Company Subsidiaries has Knowledge of any pending insolvency or bankruptcy proceeding involving any tenant under any Lease, (iii) to the Knowledge of the Company, no tenant under any Lease has “gone dark” and remains “dark” or given the Company or any Company Subsidiary written notice of its intention to “go dark” in the future (for the avoidance of doubt, any temporary COVID pandemic related adjustments to actual occupancy from time to time shall not be deemed “going dark”) and (iv) no purchase option, option to sell, right of first refusal, right of first offer, right of first negotiation or any similar option or right has been exercised under any of Lease. (f) There are no material rental, lease, or other commissions now due and payable or which will become due or payable with respect to the current term of any of the Leases and there are no material unpaid or pending tenant improvement costs and allowances or other concessions now due or payable in connection with any of the Leases or which may become due or payable, except, in each case, for leasing commissions, brokerage fees and tenant improvement costs and allowances or other concessions described on Section 4.6(f) of the Company Disclosure Schedule. (g) Except as set forth on Section 4.6(g) of the Company Disclosure Schedule or as otherwise expressly set forth in the Leases, (A) no tenant under any Lease has any right or option for additional space in the Company Properties, (B) no tenant under any Lease has a right or option to purchase all or any part of the leased premises or the building of which the leased premises are a part. (h) Except as set forth in Section 4.6(h) of the Company Disclosure Schedule and except for any statutory rights or options to occupy or purchase any Company Property in favor of Governmental Entity, no Company Property is subject to (i) any unexpired option agreements, rights of first offer, or rights of first refusal with respect to the purchase of a Company Property or any portion thereof or any other unexpired rights in favor of third Persons to purchase or otherwise acquire a Company Property or any portion thereof or (ii) any contract for sale or ground lease, or letter of intent to sell or ground lease, any Company Property or any portion thereof. (i) Except as set forth in Section 4.6(i) of the Company Disclosure Schedule, (i) there are no material Tax abatements or exemptions specifically affecting any of the Company Properties and (ii) neither the Company nor the Company Subsidiaries have received any written notice of (and the Company and the Company Subsidiaries do not have any Knowledge of) any proposed increase in the assessed valuation of any of the Company Properties, except in each case for any such Taxes or assessment that have not had and would not reasonably be expected to have a Company Material Adverse Effect, either the Company or the Company Subsidiaries: (i) has good and valid fee simple title to all of the Company Owned Real Property, free and clear of all Liens other than Permitted Liens; (ii) is in sole and exclusive possession of the Company Owned Real Property and there are no leases, licenses, occupancy agreements or any other similar arrangement (the “Real Property Leases”) pursuant to which any third party is granted the right to use any Company Owned Real Property, other than Permitted Liens; (iii) has sufficient right of ingress and egress to the Company Owned Real Property in all material respects and enjoys peaceful and quiet possession thereof; and (iv) there are no outstanding options or rights of first offer or refusal to purchase the Company Owned Real Property. (b) Section 4.15(b) the Company Disclosure Letter sets forth a true and complete list, as of the date hereof, of all of the real property leased by Company or any of the Company Subsidiaries for which the annual rental value exceeds $5,000,000 pursuant to a Real Property Lease (the “Company Leased Real Property” and, together with the Company Owned Real Property, the “Company Real Property”). Except in respects thathave, individually or in the aggregate, a Company Material Adverse Effect. (j) Except as set forth in Section 4.6(j) of the Company Disclosure Schedule, there is no uncured material violation of any Law (including, without limitation, any zoning regulation or ordinance (including with respect to parking), Board of Fire Underwriters rules, building, fire, health or other Law) that are the landlord’s responsibility as opposed to a tenant responsibility which, individually or in the aggregate, materially impairs the value, use, or enjoyment of the applicable Company Property or has otherwise had, or would reasonably be expected to have, a Company Material Adverse Effect. (k) Except as set forth in Section 4.6(k) of the Company Disclosure Schedule, no condemnation, eminent domain or similar proceeding is pending with respect to any Company Property. As of the date hereof, except as set forth in Section 4.16(k) of the Company Disclosure Schedule, neither the Company nor any Company Subsidiary has received any written notice to the effect that any condemnation or rezoning proceedings are threatened with respect to any of the Company Properties. (l) The rent rolls for each of the Company Properties, as of March 1, 2022, set forth in Section 4.16(l) of the Company Disclosure Schedule are the rent rolls utilized by the Company in the operation of the Company Properties. (m) Neither the Company nor any Company Subsidiary is in default beyond any applicable notice or cure periods under any restrictive covenant or reciprocal easement agreement or other similar agreements to which the Company or any Company Subsidiary is a party (each, an “REA”), except for violations or defaults that have not had been cured or which do not, and would not reasonably be expected to to, individually or in the aggregate, materially impair the value, use or enjoyment of the applicable Company Property or have a Company Material Adverse Effect, with respect to . Neither the Company Leased Real nor any Company Subsidiary has delivered a written notice to a party under any REA that such party is in default under such REA, except for any defaults that have been cured or which do not, and would not reasonably be expected to, individually or in the aggregate, materially impair the value, use or enjoyment of the applicable Company Property or have a Company Material Adverse Effect. (n) The Company and each Real Property Lease: of the Company Subsidiaries have good and valid title to all the material personal property and other non-real property assets reflected in their books and records as being owned by them (i) each Real Property Lease is including those reflected in full force and effect, the consolidated balance sheet of the Company and the Company Subsidiaries as of September 30, 2021, except as since sold or a Company Subsidiary holds a valid otherwise disposed of in the usual, regular and existing leasehold interest under each Real Property Lease; ordinary course of business), free and clear of all Encumbrances, except for Permitted Encumbrances. (iio) the possession and quiet use and enjoyment Except as set forth in Section 4.6(p) of the Company Leased Real Disclosure Schedule, neither the Company, nor any Company Subsidiary is party to, nor is any Company Property under such Real Property Lease subject to, any property management, leasing or other similar agreement (each, a “Management Agreement” and collectively, the “Management Agreements”) providing for the management or leasing of any Company Property. One or prior to the date hereof, the Company has not been disturbed delivered Parent true, correct, and there are no disputes with respect complete copies of each Management Agreement. (p) The Company has delivered to any such Real Property Lease; Parent prior to the date hereof true, correct and complete copies of all ground leases (iiiand all amendments, modifications, supplements, renewals, extensions and guaranties relating thereto) none of granting a leasehold interest to the Company or any Acquired Company Subsidiary has given or received in any written notice Company Property (each a “Ground Lease”, and collectively, the “Ground Leases”), in effect as of default pursuant to any such Real Property Lease; (ivthe date hereof. Except as set forth in Section 4.16(p) none of the Company or Disclosure Schedule (i) neither the Company nor any Acquired Company Subsidiary oris and, to the Knowledge of the Company, any other party to such Real Property Leaseno ground lessor is, is in breach or violation of, or in default under, such Real Property any Ground Lease, and (ii) no event has occurred and is continuing that would result in a breach or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach, violation or defaultof, or permit a default under, any Ground Lease by the terminationCompany or any Acquired Company, modification or acceleration of rent under such Real Property Lease on or, to the part Knowledge of the Company or any Acquired Company, any other party thereto (in each case, with or without notice or lapse of time), (iii) each Ground Lease is valid, binding and enforceable in accordance with its terms and is in full force and effect with respect to the Company Subsidiary, noror Acquired Company party thereto and, to the Knowledge of the Company, on the part of with respect to the other party parties thereto; , except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at Law) except as may be limited by bankruptcy, insolvency, moratorium and other similar applicable Law affecting creditors’ rights generally and by general principles of equity, (iv) to the Company’s knowledge no ground lessor under any Ground Lease has asserted in writing any right of set-off or claim or counterclaim against the Company or any Acquired Company arising out of a Ground Lease that remains outstanding, (v) no security deposit or portion thereof deposited with respect to such Real Property each Ground Lease has been applied a remaining current term of no less than 30 years and no ground lessor under any Ground Lease has a right to cancel or terminate the Ground Lease prior to the end of the current term except as expressly set forth in respect of a breach or default under such Real Property Lease which has not been re-deposited in full; Ground Lease, and (vi) neither the Company nor any Company Subsidiary owes, or will owe in the future based on arrangements currently in existence, any brokerage commissions or finder’s fees with respect to any Real Property Lease; (vii) none of the Company Acquired Companies has received written notice of any pending insolvency or bankruptcy proceeding involving any Company Subsidiary has collaterally assigned or granted ground lessor under any other security interest in such Real Property Lease or any interest therein, other than Permitted Liens; (viii) there are no Liens on the estate or interest created by such Real Property Ground Lease, other than Permitted Liens; and (ix) none of the Company or any Company Subsidiary has subleased, licensed or otherwise granted any person the right to use or occupy any Company Leased Real Property or any portion thereof.

Properties. (a) Section 4.15(a3.14(a) of the Company Disclosure Letter lists the common street address for all real property owned by the Company or any of its subsidiaries in fee as of the date hereof (together with all fixtures, buildings, structures and other improvements located thereon, the “Owned Real Property”) and sets forth the Company subsidiary owning such Owned Real Property. The Company or one of its subsidiaries has good, valid and marketable fee simple title to all Owned Real Property, in each case free and clear of all Liens except for Permitted Liens. (b) Section 3.14(b) of the Company Disclosure Letter lists the common street address for all real property in which the Company or any of its subsidiaries holds a true ground lease or ground sublease interest in any real property, other than any Operating Lease (the “Ground Leased Real Property”), each ground lease (or ground sublease) with a third party pursuant to which the Company or one of its subsidiaries is a lessee (or sublessee) as of the date hereof, including each amendment, modification, assignment, letter agreement or guaranty related thereto, other than any Operating Lease (individually, a “Ground Lease” and collectively, “Ground Leases”) and the applicable Company subsidiary holding such leasehold interest. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) the Company or one of its subsidiaries has a good and valid leasehold interest in the Ground Leased Real Property free and clear of all Liens except for Permitted Liens and (ii) each Ground Lease is a valid and binding obligation of the Company or its subsidiary, enforceable against the Company or such subsidiary in accordance with its terms, subject to the Bankruptcy and Equity Exception. True and complete listcopies of the Ground Leases have been made available to Parent. (c) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, to the knowledge of the Company, as of the date hereof, none of all of the real property owned in fee simple by the Company or any of its subsidiaries has received any written notice to the effect that any condemnation or rezoning proceedings are pending or threatened, with respect to any of the Company Subsidiaries (the “Company Owned Real Property”)Properties. Except in respects thatas would not, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, either the Company or and the Company Subsidiaries: (i) has subsidiaries have good and marketable title to, or a valid fee simple title to and enforceable leasehold interest in, all of material personal property held or used by them at the Company Owned Real Property, free and clear of all Liens other than Permitted Liens; (ii) is in sole and exclusive possession of the Company Owned Real Property and there are no leases, licenses, occupancy agreements or any other similar arrangement (the “Real Property Leases”) pursuant to which any third party is granted the right to use any Company Owned Real Property, other than Permitted Liens; (iii) has sufficient right of ingress and egress to the Company Owned Real Property in all material respects and enjoys peaceful and quiet possession thereof; and (iv) there are no outstanding options or rights of first offer or refusal to purchase the Company Owned Real Property. (bd) Section 4.15(b3.14(d) of the Company Disclosure Letter sets forth a true and complete list, as of the date hereof, of all of the lists each real property leased or leasehold interest in any ground lease conveyed, transferred, assigned or otherwise disposed of by the Company or any of the Company Subsidiaries its subsidiaries since December 31, 2019, except for which the annual rental value exceeds $5,000,000 pursuant to a Real Property Lease condemnations, easements or similar interests. (the “Company Leased Real Property” ande) Except as has not had, together with the Company Owned Real Property, the “Company Real Property”). Except in respects thatand would not, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, with respect to the present use of the land, buildings, structures and improvements on the Company Leased Real Property are in conformity with all applicable laws, rules, regulations and each ordinances, including, without limitation, all applicable zoning laws, ordinances and regulations and with all registered deeds, restrictions of record or other agreements affecting such Company Real Property Lease: (i) each Real Property Lease is in full force and effect, and Property. To the Company or a Company Subsidiary holds a valid and existing leasehold interest under each Real Property Lease; (ii) the possession and quiet use and enjoyment knowledge of the Company Leased Real Property under such Real Property Lease has not been disturbed and there are no disputes with respect to any such Real Property Lease; (iii) Company, none of the Company or any Company Subsidiary has given or and its subsidiaries have received any written notice of default pursuant any outstanding violation of any Law, including zoning regulation or ordinance, building or similar law, code, ordinance, order or regulation, for any Company Real Property, in each case which has had, or would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (f) There are no Contracts providing any such third party with a right to participate in the profits, equity or other interest in any Company Real Property Lease; (ivexcept for Contracts with the joint venture partners that are set forth on Section 3.14(f) none of the Company or any Company Subsidiary orDisclosure Letter. Notwithstanding the foregoing, to the Knowledge of the Company, any other party to such Real Property Lease, no representation is in breach or violation of, or in default under, such Real Property Lease, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach, violation or default, or permit the termination, modification or acceleration of rent made under such Real Property Lease on the part of the Company or any Company Subsidiary, nor, to the Knowledge of the Company, on the part of the other party thereto; (v) no security deposit or portion thereof deposited with respect to such Real Property Lease has been applied in respect of a breach or default under such Real Property Lease which has not been re-deposited in full; (vi) neither the Company nor any Company Subsidiary owes, or will owe in the future based on arrangements currently in existence, any brokerage commissions or finder’s fees this Section 3.14 with respect to any Real Property Lease; (vii) none of the Company or any Company Subsidiary has collaterally assigned or granted any other security interest in such Real Property Lease or any interest therein, other than Permitted Liens; (viii) there are no Liens on the estate or interest created by such Real Property Lease, other than Permitted Liens; and (ix) none of the Company or any Company Subsidiary has subleased, licensed or otherwise granted any person the right to use or occupy any Company Leased Real Property or any portion thereofIntellectual Property.

Properties. (a) Section 4.15(a3.10(a) of the Company Disclosure Letter sets identifies all real property owned by the Company or any Company Subsidiary (the “Company Owned Properties”) and the type of ownership interest therein. The Company has made available to Parent a copy of the deed or other conveyance instrument for each Company Owned Property. (b) Section 3.10(b) of the Company Disclosure Letter identifies all real property leased by the Company or any Company Subsidiary, including ground leases, as lessee or sublessee (the “Company Leased Properties” and, together with the Company Owned Properties, the “Company Properties”). The Company has made available to Parent a copy of the lease or sublease and all amendments thereto and notice or memorandum of lease, where applicable, for each Company Leased Property. (c) Section 3.10(c) of the Company Disclosure Letter lists every parcel of real property for which the Company or the Company Subsidiaries has a Contract to buy or lease as lessee or sublessee any such parcel of real property at some future date, and Company has made available to Parent a copy of each such Contract. (d) As of the date hereof, except as would not constitute a Company Material Adverse Effect or except as provided on Section 3.10(d) of the Company Disclosure Letter or in the Company Title Insurance Policies or deeds referenced therein, the Company or a Company Subsidiary owns fee simple title to each of the Company Owned Properties or has a valid leasehold interest in each of the Company Leased Properties free and clear of any rights of way, easements, encumbrances, restrictive covenants, agreements, laws, ordinances and regulations affecting improvements, use or occupancy, or reservations of an interest in title (collectively, “Property Restrictions”) and other Liens, except for the following (collectively, the “Permitted Liens”): (i) Property Restrictions imposed or promulgated by Legal Requirements with respect to real property, including zoning regulations, provided they do not prohibit the current use of any Company Property or such Property Restrictions are otherwise insured over by the Company Title Insurance Policies, (ii) Liens and Property Restrictions disclosed in the Company Title Insurance Policies, deeds referenced therein or surveys of Company Properties (in each case copies of which disclosing each Lien or Property Restriction in the possession of the Company or otherwise as requested by Parent have been made available to Parent), (iii) mechanics’, carriers’, workmen’s, repairmen’s and similar Liens incurred in the ordinary course of business, (iv) with respect to real property, any title exception disclosed in any Company Title Insurance Policy (whether material or immaterial), Liens and obligations arising under the Material Contracts (including but not limited to any Lien securing mortgage debt reflected in the Company Audited Financials or the Company Interim Financials or otherwise set forth in the Company Disclosure Letter) and any other Lien that does not interfere materially with the current use of such property (assuming its continued use in the manner in which it is currently used), (v) matters that would be disclosed on current title reports or surveys that arise or have arisen in the ordinary course of business after the effective date of the applicable Company Title Insurance Policy, provided that the Company has no Knowledge of any such matters that have not been disclosed in documents made available to Parent, (vi) Liens for Taxes that are not yet due and payable and/or (vi) Property Restrictions or Liens due to Space Leases. (e) Neither the Company nor any Company Subsidiary has received notice of any defaults by the Company or any Company Subsidiary with respect to any Company Leased Property, and to the Knowledge of the Company no material defaults exist. To the Knowledge of the Company or any Company Subsidiary, there are no defaults of any ground lessor or sublessor with respect to any Company Leased Property (and no event has occurred which, with due notice or lapse of time or both, would constitute such a true default), except those defaults that would not reasonably be expected to have a Company Material Adverse Effect. (f) To the Knowledge of the Company, each Company Permit or other agreement, easement or other right which is necessary to permit the lawful use and complete listoperation of the buildings and improvements on any of the Company Properties or which is necessary to permit the lawful use and operation of all driveways, roads and other means of egress and ingress to and from any of the Company Properties has been obtained and is in full force and effect, except as shown on Company Title Insurance Policies, deeds referenced therein and surveys of Company Properties made available to Parent, and except as would not reasonably be expected to have a Company Material Adverse Effect. (g) Except as shown on Company Title Insurance Policies and surveys of Company Properties made available to Parent, the existence, ownership and operation of the Company Properties, to the Knowledge of the Company, do not violate any Property Restriction or encroach upon property owned by others, other than such violations or encroachments which would not reasonably be expected to have a Company Material Adverse Effect. (h) Except as otherwise set forth in the Company Disclosure Letter, no Company Property is under development as of the date hereof, . (i) The Company has made available to Parent a true and correct copy of all a policy of title insurance for each of the real property owned Company Properties, except for the Company Properties set forth in Section 3.10(i) of the Company Disclosure Letter for which the Company has made available to Parent a title commitment for each such Company Property (each a “Company Title Insurance Policy”). Each of the Company Title Insurance Policies has been issued insuring the Company’s or the applicable Company Subsidiary’s fee simple title to the applicable Company Owned Properties or leasehold interests in the applicable Company Leased Properties in amounts at least equal to the purchase price thereof paid by the Company or the Company Subsidiary therefor, and, to the Knowledge of the Company, such policies are, at the date hereof, valid, in full force and effect and no claim has been made against any such policy. A true and correct copy of the most current version of the survey in the Company’s possession or control for each of the Company Subsidiaries Properties has been made available to Parent. (j) Except as listed in Section 3.10(j) of the “Company Owned Real Disclosure Letter or the property condition reports previously made available to Parent, (i) to the Knowledge of the Company, each Company Property is in good operating condition and repair and is structurally sound and free of latent or patent structural, mechanical or other significant defects, with no alterations or repairs being required thereto under applicable Legal Requirements or insurance company requirements, except for repairs and alterations required in the ordinary course of business or as reflected in the Company’s budgets for operations and capital expenditures; (ii) no Company Property has suffered any uninsured casualty or other damage that has not been repaired or is not contemplated to be repaired within the Company Property”). ’s current budgets for operations and capital expenditures; and (iii) each Company Property is otherwise adequate in all material respects (whether physical, structural, legal, practical or otherwise) for its current use, operation and occupancy, except in each case set forth in this subsection, where the failure to meet the foregoing standards would not reasonably be expected to have a Company Material Adverse Effect. (k) Except in respects thatas set forth on Section 3.10(k) of the Company Disclosure Letter or which, individually or in the aggregate, would not reasonably be expected to have a Company Property Material Adverse Effect, neither the Company nor any of the Company Subsidiaries has received any written notice nor has Knowledge to the effect that (i) any condemnation or rezoning proceedings are pending or threatened with respect to any portion of any of the Company Properties or (ii) any zoning, building or similar Legal Requirement is or will be violated for any property by the existence, continued maintenance, operation or use of any buildings or other improvements on any of the Company Properties or by the continued maintenance, operation or use of the parking areas for such Company Properties, except as set forth in the Company Title Insurance Policies or surveys made available to Parent. (l) True and correct copies of all currently effective management agreements and all amendments thereto for the Company Properties have been made available to Parent. (m) The rent rolls of the Company Properties as of June 30, 2006 (the “Rent Rolls”) have been made available to Parent. Except as disclosed in Section 3.10(m) of the Company Disclosure Letter or otherwise set forth in the Company Disclosure Letter, to the Knowledge of the Company, and for discrepancies that, either individually or in the aggregate, would not had reasonably be expected to have a Company Property Material Adverse Effect, the information set forth in the Rent Rolls is true, accurate and complete in all material respects as of the date thereof. Except as disclosed in Section 3.10(m) of the Company Disclosure Letter, (i) to the Knowledge of the Company, neither the Company nor any Company Subsidiary is in default under a lease under which the Company or a Company Subsidiary is the lessor or the sublessor in effect as of the date of the Rent Rolls (a “Space Lease”) which default would reasonably be expected to result in a Company Property Material Adverse Effect, and (ii) neither the Company nor a Company Subsidiary has received written notice or a copy of a written notice from any tenant under any Space Lease claiming that the Company or the applicable Company Subsidiary is currently in default under its obligations as landlord under any such Space Lease which default or defaults would reasonably be expected to result in a Company Property Material Adverse Effect. Each Space Lease listed on the Rent Rolls is in full force and effect, and, to the Knowledge of the Company, no Space Lease has been assigned except as set forth on the Rent Rolls, in each case except as would not reasonably be expected to have a Company Property Material Adverse Effect. The Company has made available to Parent true, correct and complete copies of all Space Leases listed on the Rent Rolls in effect as of the date of the Rent Rolls, including all amendments and guaranties related thereto, except where such failure pertains to a document that does not materially affect the terms and conditions of the applicable Space Lease. Except as set forth on Section 3.10(m) of the Company Disclosure Letter, to the Knowledge of the Company, no tenant under any Space Lease for more than 25% of the rentable square footage of a Company Property is in material default under such Space Lease, and no such tenant is currently contesting amounts due under any Space Lease, other than ordinary course disputes regarding common area maintenance charges. Neither the Company nor any Company Subsidiary has received any advance payment of rent (other than for the current month and one (1) month in advance or security deposits) or applied any security deposit made by a tenant under a Space Lease in an amount greater than $10,000.00, except as shown on Section 3.10(m) of the Company Disclosure Letter. (n) Except as set forth on Section 3.10(n) of the Company Disclosure Letter or which would not reasonably be expected to have a Company Material Adverse Effect, either there are no Tax abatements or extraordinary exemptions specifically affecting the Company or Properties, and the Company Subsidiaries: and the Company Subsidiaries have not received any written notice of (iand the Company does not have any Knowledge of) any proposed increase in the assessed valuation of any of the Company Properties or of any proposed public improvement assessments for Tax years ending from and after the date of this Agreement or that have not been reflected in the Company’s Financial Statements. (o) Except as would not otherwise constitute a Company Material Adverse Effect, the Company and each Company Subsidiary has good and sufficient title to, or is permitted to use under valid fee simple title to and existing licenses or leases, all their personal properties and assets reflected in their books and records as being owned, licensed or leased by them (including those reflected in the Company’s Financial Statements, except as since sold or otherwise disposed of in the Company Owned Real Propertyordinary course of business) or used by them in the ordinary course of business, free and clear of all liens and encumbrances, except such as are reflected in the Company Audited Financials or the Company Interim Financials, and the notes thereto, and except for Liens other than Permitted Liens; (ii) is for current Taxes not yet due and payable, Indebtedness outstanding on the date hereof or incurred thereafter in sole and exclusive possession accordance with the terms hereof or Liens that are normal to the business of the Company Owned Real Property and there the Company Subsidiaries and are no leasesnot, licensesin the aggregate, occupancy agreements or any other similar arrangement (the “Real Property Leases”) pursuant to which any third party is granted the right to use any Company Owned Real Property, other than Permitted Liens; (iii) has sufficient right of ingress and egress material in relation to the Company Owned Real Property in all material respects and enjoys peaceful and quiet possession thereof; and (iv) there are no outstanding options or rights assets of first offer or refusal to purchase the Company Owned Real Propertyon a consolidated basis and except also for such imperfections of title or leasehold interest, or other Liens as do not materially interfere with the present use of the properties subject thereto or affected thereby. (bp) Except as disclosed in Section 4.15(b3.10(p) of the Company Disclosure Letter sets forth a true and complete list, or as of the date hereof, of all of the real property leased by Company or any of the Company Subsidiaries for which the annual rental value exceeds $5,000,000 pursuant to a Real Property Lease (the “Company Leased Real Property” and, together with the Company Owned Real Property, the “Company Real Property”). Except in respects that, individually or in the aggregate, have not had and would not reasonably be expected to have otherwise constitute a Company Material Adverse Effect, with respect to the Company Leased Real Property and each Real Property Lease: (i) each Real Property Lease is in full force and effect, and the Company or a Company Subsidiary holds a valid and existing leasehold interest under each Real Property Lease; (ii) the possession and quiet use and enjoyment of the Company Leased Real Property under such Real Property Lease has not been disturbed and there are no disputes with respect to any such Real Property Lease; (iii) none of the Company or any Company Subsidiary has given or received any written notice of default pursuant to any such Real Property Lease; (iv) none of the Company or any Company Subsidiary or, to the Knowledge of the Company, any other party to such Real Property Lease, is in breach or violation of, or in default under, such Real Property Lease, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach, violation or default, or permit the termination, modification or acceleration of rent under such Real Property Lease on the part of the Company or any Company Subsidiary, nor, to the Knowledge of the Company, on the part of the other party thereto; (v) no security deposit or portion thereof deposited with respect to such Real Property Lease has been applied in respect of a breach or default under such Real Property Lease which has not been re-deposited in full; (vi) neither the Company nor any Company Subsidiary owes, or will owe is liable for any leasing commissions relating to any Space Lease other than commissions in the future based on arrangements currently in existence, any brokerage commissions or finder’s fees ordinary course of business consistent with respect to any Real Property Lease; (vii) none of the Company or any Company Subsidiary has collaterally assigned or granted any other security interest in such Real Property Lease or any interest therein, other than Permitted Liens; (viii) there are no Liens on the estate or interest created by such Real Property Lease, other than Permitted Liens; and (ix) none of the Company or any Company Subsidiary has subleased, licensed or otherwise granted any person the right to use or occupy any Company Leased Real Property or any portion thereofpast practice.

Properties. (a) Section 4.15(aExcept as set forth on Schedule 3.11(a), each of Company and its Subsidiaries has good, valid and marketable title to, or in the case of Leased Real Property, valid leasehold interests in, the Owned Real Property and the Leased Real Property free and clear of all Liens, except for Permitted Liens. (b) of the Company Disclosure Letter sets forth Schedule 3.11(b) contains a true and complete listlist of all real property owned by Company or any Subsidiary (collectively, the "Owned Real Property") and for each parcel of Owned Real Property, contains a correct street address of such Owned Real Property. Copies of title reports or policies obtained by Company with respect to each of the Owned Real Property have previously been made available to Parent to the extent that such reports and policies are in Company's possession and control, as of the date hereof, applicable. (c) Schedule 3.11(c) contains a true and complete list of all of the real property owned in fee simple by the leases, subleases, and other agreements under which Company or any of its Subsidiaries uses or occupies or has the Company Subsidiaries right to use or occupy any real property (the “Company Owned "Real Property Leases" and the real property leased thereunder, the "Leased Real Property”"), including the correct street address of each such real property. Except Company has made available to Parent copies of all Real Property Leases (including all written modifications, amendments, supplements, waivers and side letters thereto in respects Company's possession or control). (d) Each Real Property Lease is a valid and binding obligation of Company or a Subsidiary and is in full force and effect. There is no default under any Real Property Lease either by Company or the Subsidiaries party thereto or, to Company's Knowledge, by any other party thereto, and no event has occurred that, with the lapse of time or the giving of notice or both, would constitute a default by Company or any Subsidiary thereunder, except for such defaults as would not, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, either the . All rent and other sums and charges payable by Company or the any of its Subsidiaries, as applicable, as tenant thereunder, are paid or reserved for and no termination event or condition (other than expiration of such Real Property Lease by its terms on its scheduled termination date, rather than an accelerated termination date) exists under any Real Property Lease. (e) There does not exist any pending or, to Company's Knowledge, threatened condemnation or eminent domain proceedings that affect any Owned Real Property or Real Property Lease, and neither Company Subsidiaries: (i) nor any Subsidiary has good and valid fee simple title to all received any written notice of the Company intention of any Governmental Entity or other Person to take or use any Owned Real Property or Real Property Lease. Except as set forth on Schedule 3.11(e), Company has not received any written notice of any material violations of building codes and/or zoning ordinances or other governmental or regulatory laws affecting the Real Property, free . Company has obtained all material permits necessary for the present operation and clear use of all Liens other than Permitted Liens; (ii) is in sole and exclusive possession each parcel of the Company Owned Real Property and there are no leases, licenses, occupancy agreements or any other similar arrangement (the “Real Property Leases”) pursuant to which any third party is granted the right to use any Company Owned Real Property, other than Permitted Liens; (iii) has sufficient right of ingress and egress to the Company Owned Real Property in all material respects and enjoys peaceful and quiet possession thereof; and (iv) there are no outstanding options or rights of first offer or refusal to purchase the Company Owned Leased Real Property. (bf) Section 4.15(b) the Company Disclosure Letter sets Except as set forth a true and complete liston Schedule 3.11(f), as none of the date hereof, of all of the real property leased by Company or any of the Company Subsidiaries for which the annual rental value exceeds $5,000,000 pursuant to a Owned Real Property Lease (or the “Company Leased Real Property” and, together with the Company Owned Real Property, the “Company Real Property”). Except in respects that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, with respect to the Company Leased Real Property and each Real Property Lease: (i) each Real Property Lease is in full force and effectsubject to any lease, and sublease, license or other agreement granting to any other Person any right to the Company use, occupancy or a Company Subsidiary holds a valid and existing leasehold interest under each Real Property Lease; (ii) the possession and quiet use and enjoyment of the Company Leased Real Property under such Real Property Lease has not been disturbed and there are no disputes with respect to any such Real Property Lease; (iii) none of the Company real property or any Company Subsidiary has given or received any written notice of default pursuant to any such Real Property Lease; (iv) none of the Company or any Company Subsidiary or, to the Knowledge of the Company, any other party to such Real Property Lease, is in breach or violation of, or in default under, such Real Property Lease, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach, violation or default, or permit the termination, modification or acceleration of rent under such Real Property Lease on the part of the Company or any Company Subsidiary, nor, to the Knowledge of the Company, on the part of the other party thereto; (v) no security deposit or portion thereof deposited with respect to such Real Property Lease has been applied in respect of a breach or default under such Real Property Lease which has not been re-deposited in full; (vi) neither the Company nor any Company Subsidiary owes, or will owe in the future based on arrangements currently in existence, any brokerage commissions or finder’s fees with respect to any Real Property Lease; (vii) none of the Company or any Company Subsidiary has collaterally assigned or granted any other security interest in such Real Property Lease or any interest therein, other than Permitted Liens; (viii) there are no Liens on the estate or interest created by such Real Property Lease, other than Permitted Liens; and (ix) none of the Company or any Company Subsidiary has subleased, licensed or otherwise granted any person the right to use or occupy any Company Leased Real Property or any portion thereof.

Properties. (ai) Section 4.15(a3.2(o)(i)(A) of the Company Parent Disclosure Letter sets forth a true true, correct and complete listlist as of the date hereof of the address of each real property owned or leased by the Parent or any Subsidiary of the Parent, name of the entity owning or leasing, whether such property is owned, leased, ground leased or subleased (all such real property interests, together with all right title and interest of Parent and any of its Subsidiaries in and to (A) all buildings, structures and other improvements and fixtures located on or under such real property and (B) all easements, rights and other appurtenances to such real property, and subject to any easements, impairments, rights and other appurtenances affecting such real property are individually referred to herein as a “Parent Property” and collectively referred to herein as the “Parent Properties”). Section 3.2(o)(i)(B) of the Parent Disclosure Letter sets forth a true, correct and complete list of the address of each facility and real property which, as of the date hereofof this Agreement, is under contract by Parent or a Subsidiary of Parent for purchase or for which no lease exists, but which is required under a written agreement to be leased, ground leased or subleased by Parent or a Subsidiary of Parent after the date of this Agreement. (ii) Parent or a Subsidiary of Parent owns good and valid fee simple title (with respect to jurisdictions that recognize such form of title or substantially similar title with respect to all other jurisdictions) or holds good and valid leasehold interest in (as applicable) to each of the real property owned Parent Properties, in fee simple by the Company or any each case, free and clear of the Company Subsidiaries (the “Company Owned Real Property”). Except in respects thatLiens, except for Permitted Liens and Liens that would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (iii) To the knowledge of Parent, each of the Parent Properties has sufficient access to and from publicly dedicated streets for its current use and operation, without any constraints that interfere with the normal use, occupancy and operation thereof, except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (iv) Neither Parent nor any of its Subsidiaries has received (x) written notice that any certificate, permit, approval, license or other similar right from any Governmental Entity having jurisdiction over any of the Parent Properties or any agreement, easement or other right of an unlimited duration that is necessary to permit the lawful use and operation of the buildings and improvements on any of the Parent Properties or that is necessary to permit the lawful use and operation of all utilities, parking areas, retention ponds, driveways, roads and other means of egress and ingress to and from any of the Parent Properties is not in full force and effect as of the date of this Agreement, except for such failures to be in full force and effect that would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, or of any pending written threat of modification or cancellation of any of same, that would reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, or (y) written notice of any uncured violation of any Laws affecting any of the Parent Properties which would reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Except as would not have, or would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, none of Parent nor any Subsidiary of Parent has received written notice to the effect that (a) there are any rezoning or condemnation proceedings that are pending or, to the knowledge of Parent, threatened in writing with respect to any of the Parent Properties, or (b) any zoning or land use regulation or ordinance or other entitlement (including with respect to parking), Board of Fire Underwriters rules, building, fire, health or other Law has been violated (and remains in violation) for any Parent Property. (v) No certificate, variance, permit, approval, license or other similar right from any Governmental Entity having jurisdiction over any of the Parent Properties or any agreement, easement or other right that is necessary to permit the current use of the buildings and improvements on any of the Parent Properties or that is necessary to permit the current use of all parking areas, driveways, roads and other means of egress and ingress to and from any of the Parent Properties has failed to be obtained or is not in full force and effect, and neither Parent nor any of its Subsidiaries has received written notice through the date hereof of any outstanding threat of modification or cancellation of any such certificate, variance, permit or license, in each of the foregoing cases, except as would not reasonably be expected to have, individually or in the aggregate a Parent Material Adverse Effect. (vi) Section 3.2(o)(vi)(A) of the Parent Disclosure Letter sets forth, as of March 31, 2017, in all material respects, the aggregate monthly rent and security deposit amounts held for each Parent Property that is leased or ground leased by the Company or any of its Subsidiaries as the tenant or lessee. Section 3.2(o)(vi)(B) of the Parent Disclosure Letter sets forth, as of March 31, 2017, in all material respects, each lease, ground lease or sublease of any Parent Property that is leased, ground leased or subleased by Parent or any of its Subsidiaries to a third party (each, a “Parent Lease” and collectively, the “Parent Leases”), and the aggregate monthly rent and security deposit amounts held pursuant to each such lease, ground lease or sublease. Except for discrepancies, errors or omissions that would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, the rent roll summaries attached to Section 3.2(o)(vi)(B) of the Parent Disclosure Letter, correctly references the corresponding property with respect to each Parent Lease. (vii) As of the date hereof, true and complete copies of (A) all ground leases creating or affecting the interest of Parent or any of its Subsidiaries in the Parent Properties or ground leasing any of the Parent Properties to a third party and (B) each Parent Lease with respect to which the tenant is an operator that makes annual rental payments to Parent or its Subsidiaries in excess of $5,000,000 annually (the “Material Parent Leases”), have been made available to the Company. Except as set forth on Section 3.2(o)(vii) of the Parent Disclosure Letter, or as would not had reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, (1) neither Parent nor any of its Subsidiaries is and, to the knowledge of Parent, no other party is in breach or violation of, or default under, any Parent Lease with an aggregate annual rent payment to Parent or its Subsidiaries in excess of $500,000, (2) no event has occurred which would result in a breach or violation of, or a default under, any Parent Lease with an aggregate annual rent payment to Parent or its Subsidiaries in excess of $500,000 by Parent or any of its Subsidiaries, or, to the knowledge of Parent, any other party thereto in each case, with or without notice or lapse of time or both and no tenant under a Material Parent Lease is in monetary default under such Material Parent Lease, and (3) each Parent Lease with an aggregate annual rent payment to Parent or its Subsidiaries in excess of $500,000 is valid, binding and enforceable in accordance with its terms and is in full force and effect with respect to Parent or a Subsidiary of Parent (assuming due authorization, execution and, individually or in the aggregate, delivery by the other parties thereto) and, to the knowledge of Parent, with respect to the other parties thereto, except as may be limited by the Bankruptcy and Equitable Exceptions. (viii) As of the date of this Agreement, no purchase option, right of first refusal, right of first offer or similar right has been exercised under any Parent Lease for which the purchase has not closed prior to the date of this Agreement. (ix) As of the date hereof: (A) there are no unexpired options to purchase, rights of first refusal or first offer or any other rights to purchase or otherwise acquire any material Parent Property or any portion thereof that would affect Parent’s, or any of its Subsidiaries’, ownership, lease, ground lease or right to use a Parent Property subject to a Material Parent Lease, and (B) there are no agreements to enter into any contract for sale, lease, ground lease or binding letter of intent or similar document to sell, lease or ground lease any material Parent Property or any portion thereof that is owned by any Subsidiary of Parent, which, in each case, is in favor of any party other than Parent or a Subsidiary of Parent. (x) Except pursuant to a Parent Lease or any ground lease affecting any Parent Property, neither Parent nor any of its Subsidiaries is a party to any agreement pursuant to which Parent or any of its Subsidiaries manages the development of any material real property for any third party. (xi) A list of each title insurance policy or valid marked-up title commitment evidencing title insurance with respect to each Parent Property (each, a “Parent Title Insurance Policy” and, collectively, the “Parent Title Insurance Policies”) in the possession of Parent has been made available to the Company. No written claim has been made against any Parent Title Insurance Policy, which, individually or in the aggregate, would reasonably be expected to have a Parent Material Adverse Effect. (xii) As of the date hereof, Parent and its Subsidiaries have good and valid title to, or a valid and enforceable leasehold interest in, or other right to use, all personal property owned, used or held for use by them as of the date of this Agreement (other than property owned by tenants and used or held in connection with the applicable tenancy and other than property owned by any third party managers), except as, individually or in the aggregate, would not reasonably be expected to have a Company Parent Material Adverse Effect, either the Company or the Company Subsidiaries: (i) has good and valid fee simple title to all of the Company Owned Real Property, free and clear of all Liens other than Permitted Liens; (ii) is in sole and exclusive possession of the Company Owned Real Property and there are no leases, licenses, occupancy agreements or any other similar arrangement (the “Real Property Leases”) pursuant to which any third party is granted the right to use any Company Owned Real Property, other than Permitted Liens; (iii) has sufficient right of ingress and egress to the Company Owned Real Property in all material respects and enjoys peaceful and quiet possession thereof; and (iv) there are no outstanding options or rights of first offer or refusal to purchase the Company Owned Real Property. (b) Section 4.15(b) the Company Disclosure Letter sets forth a true and complete list, as . As of the date hereof, none of all of the real property leased by Company Parent’s or any of the Company Subsidiaries its Subsidiaries’ ownership of or leasehold interest in any such personal property is subject to any Liens, except for which the annual rental value exceeds $5,000,000 pursuant to a Real Property Lease (the “Company Leased Real Property” and, together with the Company Owned Real Property, the “Company Real Property”). Except in respects thatPermitted Liens and Liens which, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Parent Material Adverse Effect. (xiii) Parent and its Subsidiaries (A) have not received notice of any structural defects, or violation of Law, relating to any Parent Properties which would reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, with respect and (B) have not received notice of any physical damage to any Parent Properties which would reasonably be expected to have, individually or in the Company Leased Real Property and aggregate, a Parent Material Adverse Effect, in each Real Property Lease: (i) each Real Property Lease case for which there is not insurance in full force and effect, effect covering the cost of the restoration and the Company or a Company Subsidiary holds a valid and existing leasehold interest under each Real Property Lease; loss of revenue. (iixiv) the possession and quiet use and enjoyment As of the Company Leased Real Property under date hereof, neither Parent nor any Subsidiary of Parent is a party to any agreement pursuant to which Parent or any Subsidiary of Parent acts as a Parent Operator. (xv) Except as set forth on Section 3.2(o)(xv) of the Parent Disclosure Letter (the “Parent Permitted Development Expenditures”), as of the date hereof, neither Parent nor any Subsidiary of Parent has any obligation pursuant to any Contract with any Parent Operator or Affiliates of any Parent Operator, or any other lessee, sublessee or ground lessee of any Parent Property, to expend funds to develop or re-develop any Parent Property, or to improve, maintain, expand, renovate or repair, or to fund the improvement, maintenance, expansion, renovation or repair, of any of the Parent Properties that, in the aggregate of all such Real Property Lease has not been disturbed and obligations, are in excess of $5,000,000. (xvi) To the knowledge of Parent, except as set forth on Section 3.2(o)(xvi) of the Parent Disclosure Letter, there are no disputes with respect to any such Real Property Lease; (iii) none of Tax abatements or exemptions specifically affecting the Company or any Company Subsidiary has given or Parent Properties, and Parent and its Subsidiaries have not received any written notice of default (and Parent and its Subsidiaries do not have any knowledge of) any proposed increase in the assessed valuation of any of the Parent Properties or of any proposed public improvement assessments that will result in the Taxes or assessments increasing, in each case except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (xvii) Section 3.2(o)(xvii) of the Parent Disclosure Letter lists the parties currently providing third-party property management services to the Parent Properties not leased to unaffiliated third parties and the Properties currently managed by each such party (other than with respect to any vacant Parent Property). (xviii) Except as otherwise disclosed on Section 3.2(o)(xviii) of the Parent Disclosure Letter or except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, all insurance policies, including any required endorsements thereto, required to be maintained by a tenant under its Parent Lease are in full force and effect and are in compliance with all requirements of the applicable Parent Lease. (xix) Section 3.2(o)(xix) of the Parent Disclosure Letter lists as of the date hereof (A) each entity (other than Subsidiaries of Parent) and property with respect to which Parent any of its Subsidiaries has any debt securities or equity interest with an unadjusted book value in excess of $1,000,000, (B) any rights of first refusal or first offer with respect to, or any other rights to purchase or otherwise acquire, any such property listed pursuant to any such Real Property Lease; the immediately preceding clause (ivA) none of granted by the Company or any Company Subsidiary orof its Subsidiaries, and (C) any funding commitments of Parent or any of its Subsidiaries in excess of $1,000,000 with respect to each such entity or property other than obligations to make capital expenditures or provide loans to tenants. None of Parent or any of its Subsidiaries is, and to the Knowledge knowledge of the Company, any Parent no other party to such Real Property Leaseis, is in breach breach, default or violation of, or in default under, such Real Property Lease, (and no event has occurred or circumstance exists whichnot occurred through Parent’s or any Subsidiary of Parent’s action or inaction or, to the knowledge of Parent, through the action or inaction of any third party, that with notice or the delivery of notice, the passage lapse of time or both, both would constitute such a breach, violation default or defaultviolation) of any term, condition or permit the terminationprovision of any Contract providing for any such investment, modification entity or acceleration of rent under property, except for such Real Property Lease on the part of the Company breaches, defaults or any Company Subsidiaryviolations as would not reasonably be expected to have, nor, to the Knowledge of the Company, on the part of the other party thereto; (v) no security deposit individually or portion thereof deposited with respect to such Real Property Lease has been applied in respect of a breach or default under such Real Property Lease which has not been re-deposited in full; (vi) neither the Company nor any Company Subsidiary owes, or will owe in the future based on arrangements currently in existenceaggregate, any brokerage commissions or finder’s fees with respect to any Real Property Lease; (vii) none of the Company or any Company Subsidiary has collaterally assigned or granted any other security interest in such Real Property Lease or any interest therein, other than Permitted Liens; (viii) there are no Liens on the estate or interest created by such Real Property Lease, other than Permitted Liens; and (ix) none of the Company or any Company Subsidiary has subleased, licensed or otherwise granted any person the right to use or occupy any Company Leased Real Property or any portion thereofa Parent Material Adverse Effect.

Properties. (a) The Company and the Company Subsidiaries do not own any real property. (b) Section 4.15(a3.19(b) of the Company Disclosure Letter sets forth a true contains an accurate and complete list, as of the date hereofof this Agreement, of all material real property that is leased, subleased, sub-subleased, or licensed to the Company and the Company Subsidiaries, as applicable, and sets forth an accurate and complete list of any and all material leases, subleases, sub-subleases and licenses to which the Company or any Company Subsidiary is a party with respect thereto (collectively, the “Real Estate Leases”). Accurate and complete copies of all material Real Estate Leases (including all material modifications, amendments, supplements, waivers and side letters thereto) have been made available to Parent. (c) Each Real Estate Lease (i) is in full force and effect and constitutes the valid and legally binding obligation of the real property owned Company or the applicable Company Subsidiary which is a party thereto, as applicable, enforceable in fee simple accordance with its terms, subject to: (A) Laws of general application relating to bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or similar Laws affecting creditors’ rights generally; and (B) rules of law governing specific performance, injunctive relief and other equitable remedies; (ii) has not been amended or modified in any material respect except as reflected in the modifications, amendments, supplements, waivers and side letters thereto made available to Parent; and (iii) except with respect to any Permitted Liens granted under the terms of any of the Real Estate Leases, has not been assigned in any manner by the Company or any of the applicable Company Subsidiaries (the “Company Owned Real Property”). Except Subsidiaries, other than, in respects each case, any matters that, individually or in the aggregate, have not had and would not reasonably be expected to have have, a Company Material Adverse Effect, either the Company or the Company Subsidiaries: (i) has good and valid fee simple title to all of the Company Owned Real Property, free and clear of all Liens other than Permitted Liens; (ii) is in sole and exclusive possession of the Company Owned Real Property and there are no leases, licenses, occupancy agreements or any other similar arrangement (the “Real Property Leases”) pursuant to which any third party is granted the right to use any Company Owned Real Property, other than Permitted Liens; (iii) has sufficient right of ingress and egress to the Company Owned Real Property in all material respects and enjoys peaceful and quiet possession thereof; and (iv) there are no outstanding options or rights of first offer or refusal to purchase the Company Owned Real Property. (bd) Section 4.15(b) Neither the Company Disclosure Letter sets forth a true and complete list, as of the date hereof, of all of the real property leased by Company or nor any of the Company Subsidiaries for which the annual rental value exceeds $5,000,000 pursuant to has received a Real Property Lease (the “Company Leased Real Property” and, together with the Company Owned Real Property, the “Company Real Property”). Except in respects that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, with respect to the Company Leased Real Property and each Real Property Lease: (i) each Real Property Lease is in full force and effect, and the Company or a Company Subsidiary holds a valid and existing leasehold interest under each Real Property Lease; (ii) the possession and quiet use and enjoyment of the Company Leased Real Property under such Real Property Lease has not been disturbed and there are no disputes with respect to any such Real Property Lease; (iii) none of the Company or any Company Subsidiary has given or received any written notice of default pursuant to under any such Real Property Lease; (iv) none of the Company or any Company Subsidiary or, to the Knowledge of the Company, any other party to such Real Property Lease, is in breach or violation of, or in default under, such Real Property Lease, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach, violation or default, or permit the termination, modification or acceleration of rent under such Real Property Lease on the part of the Company or any Company Subsidiary, nor, to the Knowledge of the Company, on the part of the other party thereto; (v) no security deposit or portion thereof deposited with respect to such Real Property Lease has been applied in respect of a breach or default under such Real Property Estate Lease which has not been re-deposited in full; (vi) neither the Company nor any Company Subsidiary owes, or will owe in the future based on arrangements currently in existence, any brokerage commissions or finder’s fees with respect to any Real Property Lease; (vii) none of the Company or any Company Subsidiary has collaterally assigned or granted any other security interest in such Real Property Lease or any interest therein, other than Permitted Liens; (viii) there are no Liens on the estate or interest created by such Real Property Lease, other than Permitted Liens; and (ix) none of the Company or any Company Subsidiary has subleased, licensed or otherwise granted any person the right to use or occupy any Company Leased Real Property or any portion thereofremains uncured.

Properties. (a) Section 4.15(a4.23(a) of the Company Disclosure Letter Schedule sets forth a true and complete list, as of the date hereof, correct street address of all of the real property land, buildings and improvements thereto that is owned in fee simple by the Company and any Company Subsidiary (the “Owned Real Property”). The Company and the Company Subsidiaries have good and marketable fee title in the Owned Real Property, free and clear of any Liens other than Permitted Liens. To the Knowledge of the Company, neither the Company nor any Company Subsidiary has pledged or mortgaged their respective interests in any of the Owned Real Property. Neither the Company nor any Company Subsidiary has granted, and to the Knowledge of the Company 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. No portion of the consideration for the acquisition of any Owned Real Property remains to be paid by the Company or any Company Subsidiary. (b) Section 4.23(b) of the Company Disclosure Schedule sets forth an accurate and complete description (by street address of the subject leased real property, the expiration date of the lease, sublease or other occupancy right, the name of the parties thereto, each amendment thereto and the aggregate annual rent payable thereunder) of all land, buildings and improvements thereto that are leased, subleased, licensed or otherwise occupied by the Company or any Company Subsidiary (the “Leased Real Property” and, together with the Owned Real Property, the “Real Property”). The Company and the Company Subsidiaries hold valid leasehold, subleasehold or license, as applicable, interests in the Leased Real Property, free and clear of any Liens other than Permitted Liens. Neither the Company nor any of its Subsidiaries has pledged, mortgaged or otherwise granted a Lien on its leasehold interest in any of the Leased Real Property or has assigned its interest in any Leased Real Property. The Company has delivered to the Parent accurate and complete copies of all Leases. With respect to each Lease, neither the Company nor any of its Subsidiaries has exercised or given any notice of exercise by such party of, nor has any lessor or landlord exercised or given any notice of exercise by such party of, any option, right of first offer or right of first refusal contained in any such Lease. Neither the Company nor any of its Subsidiaries, nor, to the Company’s Knowledge, any other party, is in default under any of the Leases, and no condition exists which, upon the passage of time or the giving of notice or both, would cause a default under any of the Leases by the Company or any of its Subsidiaries or, to the Company’s Knowledge, any other party. No Lease is between the Company, on the one hand, and any Affiliate of the Company, on the other hand. (c) The Company and the Company Subsidiaries (are in peaceful and undisturbed possession of the “Real Property in all material respects, and there are no contractual or legal restrictions that materially preclude or materially restrict the ability of the Company Owned or any Company Subsidiary to use such Real Property for the purposes for which it is currently being used. Neither the Company nor any Company Subsidiary has, and to the Knowledge of the Company no other Person has, leased, subleased, licensed or otherwise granted to any Person the right to use or occupy any portion of the Real Property”), and neither the Company nor any Company Subsidiary have received written notice, and the Company has no Knowledge, of any claim of any Person to the contrary. To the Knowledge of the Company, there are no Contracts outstanding for the sale, exchange, Lien, lease or transfer of the Real Property, or any portion thereof. (d) Except in respects thatas would not, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, either the Company or the Company Subsidiaries: (i) has good and valid fee simple title to all use of the Company Owned Real Property, free and clear of all Liens other than Permitted Liens; (ii) is in sole and exclusive possession of the Company Owned Real Property for the various purposes for which it is presently being used is permitted as of right under applicable urbanization, zoning and there are no leasesother land use Laws and is not subject to “permitted non-conforming” use or structure classifications. All buildings, licensesstructures, occupancy agreements or any fixtures and other similar arrangement improvements included in the Real Property (collectively, the “Real Property LeasesImprovements”) pursuant to which any third party is granted the right to use any Company Owned Real Property, other than Permitted Liens; (iii) has sufficient right of ingress and egress to the Company Owned Real Property are in compliance in all material respects with all applicable Laws, including those pertaining to health and enjoys peaceful safety, zoning, building and quiet possession thereof; construction requirements and (iv) there are no outstanding options the disabled, except to the extent any violation thereof would not have a material adverse effect on the use or rights occupancy of first offer or refusal to purchase the Company Owned applicable Real Property. (be) Section 4.15(b) To the Company Disclosure Letter sets forth a true and complete list, as Knowledge of the date hereofCompany, all certificates of all of the real property leased by Company or any of the Company Subsidiaries for which the annual rental value exceeds $5,000,000 pursuant to a Real Property Lease occupancy, permits, licenses, franchises, approvals and authorizations (the “Company Leased Real Property” and, together with the Company Owned Real Propertycollectively, the “Real Property Permits”) of all Governmental Authorities, boards of fire underwriters, associations or any other Person having jurisdiction over the Real Property that are material to the operation of the Real Property or to operate the Company’s and the Company Real Property”)Subsidiaries’ business as currently conducted thereon, have been issued and are in full force and effect. Except in respects thatas would not, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, with respect to neither the Company Leased Real Property and each Real Property Lease: (i) each Real Property Lease is in full force and effect, and the Company or a Company Subsidiary holds a valid and existing leasehold interest under each Real Property Lease; (ii) the possession and quiet use and enjoyment of the Company Leased Real Property under such Real Property Lease has not been disturbed and there are no disputes with respect to any such Real Property Lease; (iii) none of the Company or nor any Company Subsidiary has given or received any written notice of default pursuant to from any such Governmental Authority or other Person having jurisdiction over the Real Property Lease; (iv) none threatening in writing a suspension, revocation, modification or cancellation of the Company or any Company Subsidiary or, to the Knowledge of the Company, any other party to such Real Property Lease, is in breach or violation of, or in default under, such Real Property Lease, Permit and no event has occurred or circumstance exists which, with that could reasonably be expected to give rise to the delivery issuance of notice, any such notice or the passage taking of time or both, would constitute any such a breach, violation or default, or permit the termination, modification or acceleration of rent under such action. (f) The Real Property Lease on constitutes all such property used in or necessary to conduct the part businesses of the Company or any and the Company Subsidiary, nor, Subsidiaries as conducted and as currently planned to be conducted in all material respects. To the Knowledge of the Company, on the part of the other party thereto; (v) no security deposit or portion thereof deposited with respect to such Real Property Lease has been applied in respect of a breach or default under such Real Property Lease which has not been re-deposited in full; (vi) neither the Company nor any Company Subsidiary owes, or will owe in the future based on arrangements currently in existence, any brokerage commissions or finder’s fees with respect to any Real Property Lease; (vii) none of the Company or any Company Subsidiary has collaterally assigned or granted any other security interest in such Real Property Lease or any interest therein, other than Permitted Liens; (viii) there are no Liens on material facts or circumstances that would prevent the estate or interest created by such Real Property Lease, other than Permitted Liens; and (ix) none of the Company or any Company Subsidiary has subleased, licensed from being occupied or otherwise granted any person used by the right Parent after the Closing in the same manner prior to use or occupy any Company Leased Real Property or any portion thereofthe Closing.

Properties. (a) The Company or one of its Subsidiaries has valid and insurable record title to each parcel of real property owned by the Company or any of its Subsidiaries and all buildings and other improvements thereon (collectively, the “Company Fee Property”), free and clear of all Liens, other than Permitted Liens. Section 4.15(a3.18(a) of the Company Disclosure Letter sets forth a true true, correct and complete list, as of the date hereof, of all of the real property owned in fee simple by the Company or any list of the Company Subsidiaries (Fee Property, including the “location and owner thereof. The Company Owned Real Property”). Except in respects thatFee Property is not subject to any written or verbal leases or occupancy Contracts, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, either nor is the Company or the Company Subsidiaries: (i) has good and valid fee simple title to all of the Company Owned Real Property, free and clear of all Liens other than Permitted Liens; (ii) is in sole and exclusive possession of the Company Owned Real Fee Property and there are no leases, licenses, occupancy agreements or any other similar arrangement (the “Real Property Leases”) pursuant interest therein subject to which any third party is granted the right to use any Company Owned Real Property, other than Permitted Liens; (iii) has sufficient right of ingress and egress to the Company Owned Real Property in all material respects and enjoys peaceful and quiet possession thereof; and (iv) there are no outstanding options or rights of first offer or refusal to purchase or lease. To the Company’s knowledge, there is no pending or threatened condemnation or eminent domain proceeding with respect to the Company Owned Real Fee Property. (b) The Company or one of its Subsidiaries has a good and valid leasehold interest in all real property leased, or (with the exception of Company Fee Property) otherwise occupied or permitted to be occupied, by the Company or any of its Subsidiaries, whether as sublessor, tenant, subtenant or otherwise (the “Company Leased Property” and the lease, sublease or other occupancy Contract, the “Real Property Leases”). Section 4.15(b3.18(b) of the Company Disclosure Letter sets forth a true true, correct and complete list, as list of all Company Leased Property and the location of the date hereofpremises. Neither the Company nor any of its Subsidiaries has assigned, subleased, transferred, conveyed, mortgaged, deeded in trust or otherwise encumbered any interest in the leasehold or subleasehold of any Company Leased Property. (c) The Company or one of its Subsidiaries owns or leases all of the real material personal property owned or leased by the Company or any of its Subsidiaries reflected on the most recent balance sheet included in the Company Subsidiaries for which the annual rental value exceeds $5,000,000 pursuant to a Real Property Lease (the “Company Leased Real Property” andSEC Documents, together with the Company Owned Real Property, the “Company Real Property”). Except in respects that, individually or in the aggregate, have not had free and would not reasonably be expected to have a Company Material Adverse Effect, with respect to the Company Leased Real Property and each Real Property Lease: (i) each Real Property Lease is in full force and effect, and the Company or a Company Subsidiary holds a valid and existing leasehold interest under each Real Property Lease; (ii) the possession and quiet use and enjoyment clear of the Company Leased Real Property under such Real Property Lease has not been disturbed and there are no disputes with respect to any such Real Property Lease; (iii) none of the Company or any Company Subsidiary has given or received any written notice of default pursuant to any such Real Property Lease; (iv) none of the Company or any Company Subsidiary or, to the Knowledge of the Company, any other party to such Real Property Lease, is in breach or violation of, or in default under, such Real Property Lease, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach, violation or default, or permit the termination, modification or acceleration of rent under such Real Property Lease on the part of the Company or any Company Subsidiary, nor, to the Knowledge of the Company, on the part of the other party thereto; (v) no security deposit or portion thereof deposited with respect to such Real Property Lease has been applied in respect of a breach or default under such Real Property Lease which has not been re-deposited in full; (vi) neither the Company nor any Company Subsidiary owes, or will owe in the future based on arrangements currently in existence, any brokerage commissions or finder’s fees with respect to any Real Property Lease; (vii) none of the Company or any Company Subsidiary has collaterally assigned or granted any other security interest in such Real Property Lease or any interest thereinall Liens, other than Permitted Liens; (viii) there are no Liens on , except to the estate extent disposed of in the Ordinary Course of Business since the date of such balance sheet. Each of the Company and its Subsidiaries has good and valid title to, or interest created in the case of leased properties and assets, valid leasehold interests or other comparable contractual rights in, all material tangible personal properties necessary for the conduct of their respective businesses in all material respects in the manner currently conducted and contemplated to be conducted in the future by such Real Property Leasethe Company and its Subsidiaries, free and clear of all Liens, other than Permitted Liens; and . (ixd) none No representation is made under this Section 3.18 with respect to any intellectual property or intellectual property rights, which are exclusively the subject of the Company or any Company Subsidiary has subleased, licensed or otherwise granted any person the right to use or occupy any Company Leased Real Property or any portion thereofSection 3.19.

Properties. (a) Section 4.15(a3.18(a) of the Company Disclosure Letter sets forth Schedule contains a true complete and complete list, as of the date hereof, correct list of all of the real property owned in fee simple by the Company or any of the Company its Subsidiaries (the “Company Owned Real Property”). ) and sets forth the street address, city and state of the Owned Real Property. (b) Section 3.18(b) of the Company Disclosure Schedule contains a complete and correct list of the all real property leased, subleased, licensed, or otherwise occupied by the Company or its Subsidiaries (the “Leased Real Property” and together with the Owned Real Property, the “Real Property”) and sets forth, with respect to each Leased Real Property, the street address and city and state, the current rent amounts payable by the Company or its Subsidiaries with respect thereto, the expiration date of the lease, sublease or license for each Leased Real Property and the scope of any renewal options thereunder. (c) Section 3.18(c) of the Company Disclosure Schedule contains a complete and correct list of all Owned Real Property with respect to which any Person other than the Company or its Subsidiaries has any right (whether by lease, sublease, license or otherwise) to use or occupy and sets forth, with respect to each such property, the street address and city and state, the current rent amounts payable by such third Person with respect thereto, the expiration date of the lease, sublease or license for each such property and the scope of any renewal options thereunder. (d) Except in respects that, individually or in the aggregate, have any such case as has not had and would not reasonably be expected to have have, individually or in the aggregate, a Company Material Adverse Effectmaterial adverse effect on the use, either market value or marketability of the Company or the Company Subsidiariessubject Owned Real Property: (i) the Company or one of its Subsidiaries, as applicable, has good and valid marketable fee simple title to all of the Company Owned Real Property, free and clear of all Liens any Lien (other than Permitted Liens); (ii) is in sole and exclusive possession there are no existing, pending or threatened condemnation proceedings or similar actions relating to any part of the Company Owned Real Property; (iii) all buildings, structures, fixtures and improvements included within the Owned Real Property (the “Improvements”) are in good repair and operating condition, subject only to ordinary wear and tear, and are adequate and suitable for the purposes for which they are presently being used or held for use, and to the knowledge of the Company, there are no facts or conditions affecting any of the Improvements that, in the aggregate, would reasonably be expected to interfere with the current use, occupancy or operation thereof; (iv) to the knowledge of the Company, (A) there are no violations of any zoning ordinances, building codes or other governmental or regulatory laws affecting the Owned Real Property or, to the knowledge of the Company, planned material changes in any zoning ordinance or building codes or other governmental or regulatory laws that would affect the Owned Real Property and there are no leases, licenses, occupancy agreements or any other similar arrangement (the “Real Property Leases”) pursuant to which any third party is granted the right to use any Company Owned Real Property, other than Permitted Liens; (iii) has sufficient right of ingress and egress to the Company Owned Real Property in all material respects and enjoys peaceful and quiet possession thereof; and (ivB) there are no outstanding options or rights commenced or, to the knowledge of first offer or refusal the Company, planned public improvements related to purchase the Company Owned Real Property that may result in special assessments against any part of the Owned Real Property. (be) Section 4.15(b) the Company Disclosure Letter sets forth a true and complete list, Except as of the date hereof, of all of the real property leased by Company or any of the Company Subsidiaries for which the annual rental value exceeds $5,000,000 pursuant to a Real Property Lease (the “Company Leased Real Property” and, together with the Company Owned Real Property, the “Company Real Property”). Except in respects that, individually or in the aggregate, have has not had and would not reasonably be expected to have have, individually or in the aggregate, a Company Material Adverse Effect, with respect to Effect on the Company Leased Real Property and each Real Property LeaseCompany: (i) the lease, sublease or license for each Leased Real Property Lease is in full force and effect, valid, and binding on the Company or a Company Subsidiary holds a valid its Subsidiaries, as applicable, and existing leasehold interest under to the knowledge of the Company, each Real Property Leaseother party thereto; (ii) the possession and quiet use and enjoyment of the Company Leased Real Property under such Real Property Lease has not been disturbed and there are no disputes with respect to any such Real Property Lease; (iii) none of the Company or any Company Subsidiary has given or received any written notice of default pursuant to any such Real Property Lease; (iv) none of the Company or any Company Subsidiary orits Subsidiaries, nor to the Knowledge knowledge of the Company, any other party to such Real Property Leasethereto, is in breach of or violation ofdefault under such lease, sublease or in default under, such Real Property Leaselicense, and no event has occurred or circumstance exists which, with the delivery of notice, the passage lapse of time or both, would constitute such a breach, violation breach or default, default by any of the Company or its Subsidiaries or permit the termination, modification or acceleration by any Third Party thereunder; and (iii) true and complete copies of rent under such Real Property Lease on the part of all leases, subleases, licenses, and other occupancy agreements (including all modifications, amendments, supplements, waivers and side letters thereto) to which the Company or any Company Subsidiary, nor, of its Subsidiaries is a party have been made available to the Knowledge of the Company, on the part of the other party thereto; (v) no security deposit or portion thereof deposited with respect to such Real Property Lease has been applied in respect of a breach or default under such Real Property Lease which has not been re-deposited in full; (vi) neither the Company nor any Company Subsidiary owes, or will owe in the future based on arrangements currently in existence, any brokerage commissions or finder’s fees with respect to any Real Property Lease; (vii) none of the Company or any Company Subsidiary has collaterally assigned or granted any other security interest in such Real Property Lease or any interest therein, other than Permitted Liens; (viii) there are no Liens on the estate or interest created by such Real Property Lease, other than Permitted Liens; and (ix) none of the Company or any Company Subsidiary has subleased, licensed or otherwise granted any person the right to use or occupy any Company Leased Real Property or any portion thereofParent.