Common use of Properties Clause in Contracts

Properties. The Company or one of its Subsidiaries (i) has good and marketable title to all the properties and assets (A) reflected in the 2007 Balance Sheet as being owned by the Company or one of its Subsidiaries (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 January 31, 2007 which are material to the Company's business on a consolidated basis, free and clear of all Liens. Except as set forth in Section 3.01(l) of the Company Disclosure Schedule, the Company or one of its Subsidiaries has good and valid leasehold interests in all real property leases, subleases and occupancy agreements to which the Company or any of its Subsidiaries is a party (the "Leases") and is in sole possession of the properties purported to be leased thereunder. Except as set forth in Section 3.01(l) of the Company Disclosure Schedule, each Lease is in full force and effect and constitutes a legal, valid and binding obligation of, and is legally enforceable against, the respective parties thereto. Except as set forth in Section 3.01(l) of the Company Disclosure Schedule, there is no uncured breach, and no default exists, on the part of landlord under any of the Leases, and the Company has no knowledge of breach or default or any event, condition or state of facts, which with the giving of notice or the passage of time, or both, would constitute a breach or default by the Company or any of its Subsidiaries under any Lease. There is no suit, action, arbitration or other proceeding with respect to the Leases or the premises leased under the Leases. Neither the Company nor or any of its Subsidiaries has received notice and does not otherwise have knowledge of any pending, threatened or contemplated condemnation proceeding affecting any premises owned or leased by the Company or any of its Subsidiaries or any part thereof or of any sale or other disposition of any such owned or leased premises or any part thereof in lieu of condemnation. The real property leased to the Company or any of its Subsidiaries under the Leases encompasses all real property used by the Company and its Subsidiaries, and neither the Company nor or any of its Subsidiaries owns any real property and does not have any options to purchase real property. The landlord under each of the Leases has performed all initial improvements required to be performed by it under such Lease and all tenant improvements allowances have been paid to the Company or any of its Subsidiaries as tenant under such Lease. All insurance required to be maintained by the Company or any of its Subsidiaries under each of the Leases is in full force and effect.

Properties. (a) The Company or one and its Subsidiaries do not own, and have never owned, any real property. (b) The Company and each of its Subsidiaries (i) has good and marketable valid title to all to, or, in the case of leased properties and assets (A) reflected in the 2007 Balance Sheet as being owned by the Company or one assets, valid leasehold interests in, all of its Subsidiaries material tangible properties and assets. There are no Liens (other than Permitted Liens) on any such properties tangible property or assets sold or disposed of since such date in the ordinary course of business consistent with past practiceassets. (c) or (B) acquired after January 31, 2007 which are material to the Company's business on a consolidated basis, free and clear of all Liens. Except as set forth in Section 3.01(l2.20(c) of the Company Disclosure ScheduleLetter sets forth a complete and accurate list of all Company Leases and the address for each of the premises which the Company or its Subsidiaries use or occupy, or has a right to use or occupy. The real property leased or occupied under any of the Company Leases shall hereinafter be referred to as the “Leased Real Property.” As of the date hereof, the Company or one of its Subsidiaries has good and holds a valid leasehold interests interest in all real property leases, subleases each Company Lease and occupancy agreements to which the each Company or any of its Subsidiaries is a party (the "Leases") and is in sole possession of the properties purported to be leased thereunder. Except as set forth in Section 3.01(l) of the Company Disclosure Schedule, each Lease is in full force and effect and constitutes a legalis enforceable in accordance with its terms, valid subject to the Bankruptcy and binding obligation of, and is legally enforceable against, the respective parties theretoEquity Exception. Except as set forth in Section 3.01(l) As of the date hereof, neither the Company Disclosure Schedule, there nor any of its Subsidiaries (i) is no uncured breach, and no in material default exists, on the part of landlord under any of the Company Leases, and (ii) the Company has no knowledge and its Subsidiaries do not lease, sublease or license any of breach or default or the Leased Real Property to any eventPerson, condition or state of factsand (iii) neither the Company, which with the giving of notice or the passage of time, or both, would constitute a breach or default by the Company or any of its Subsidiaries under nor any Lease. There is no suitother party to any Company Lease has delivered any notice of termination of such Company Lease to any other party thereunder. (d) The Company has made available to Parent complete and correct copies of all Company Leases, action, arbitration or other proceeding with respect each as amended to the Leases or the premises leased under the Leases. Neither the Company nor or any date of its Subsidiaries has received notice and does not otherwise have knowledge of any pending, threatened or contemplated condemnation proceeding affecting any premises owned or leased by the Company or any of its Subsidiaries or any part thereof or of any sale or other disposition of any such owned or leased premises or any part thereof in lieu of condemnation. The real property leased to the Company or any of its Subsidiaries under the Leases encompasses all real property used by the Company and its Subsidiaries, and neither the Company nor or any of its Subsidiaries owns any real property and does not have any options to purchase real property. The landlord under each of the Leases has performed all initial improvements required to be performed by it under such Lease and all tenant improvements allowances have been paid to the Company or any of its Subsidiaries as tenant under such Lease. All insurance required to be maintained by the Company or any of its Subsidiaries under each of the Leases is in full force and effectthis Agreement.

Properties. The (a) Except as set forth in Schedule 4.9(a), the Company or one and each of its the Subsidiaries (i) has good and marketable title to to, or a valid leasehold interest in, all the its properties and assets (A) reflected in the 2007 Balance Sheet as being owned by the Company or one of its Subsidiaries (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 January 31, 2007 which are material to the Company's business on a consolidated basisassets, free and clear of all Liensliens and other encumbrances. All tangible personal property, fixtures and equipment which comprise the assets of the Company and the Subsidiaries, or are otherwise used in connection with its respective businesses, are in a good state of repair sufficient for normal operation (ordinary wear and tear excepted) and operating condition. (b) Schedule 4.9(b) sets forth a true and complete list and description of (i) all real property and interests in real property owned in fee by the Company or any Subsidiary ("Owned Real Property") and (ii) each lease or sublease relating to Leased Real Property (as defined below) that involves annual expenditures by the Company or any Subsidiary of $100,000 or more (collectively, the "Company Material Leases"). (c) Except as set forth in Schedule 4.9(c), there are no violations of any law, ordinance or regulation (including, without limitation, any building, planning or zoning law, ordinance or regulation) relating to any of the real property or interests in real property leased by the Company or any Subsidiary, as lessee or lessor (the "Leased Real Property"), or relating to any of the Owned Real Property, or in any case to any buildings or other improvements thereon (including, without limitation, plumbing, heating, ventilation, air conditioning, electrical and lighting systems and equipment) which are reasonably likely to materially and adversely affect the business of any Proprietary Provider. Except as set forth in Section 3.01(lSchedule 4.9(c), neither the Company nor any Subsidiary has assigned its interest under any Company Material Lease, or subleased all or any part of the space demised thereby, to any third party. (d) The Company has, or has caused to be, made available to Parent true and complete copies of the Company Disclosure ScheduleMaterial Leases and any and all ancillary documents pertaining thereto (including, but not limited to, all amendments, consents for alterations and documents recording variations and evidence of commencement dates and expiration dates). With respect to each of the Company Material Leases, (i) such lease or one sublease is legal, valid, binding, enforceable and in full force and effect, except to the extent that its enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, fraudulent transfer, moratorium or other laws relating to or affecting creditors' rights generally and by general principles of its Subsidiaries has good and valid leasehold interests in all real property leasesequity, subleases and occupancy agreements to which the Company or any of its Subsidiaries is a party (the "Leases"ii) and is in sole possession of the properties purported to be leased thereunder. Except except as otherwise set forth in Section 3.01(l) of the Company Disclosure ScheduleSchedule 4.9(d), each Lease is such lease or sublease will not cease to be legal, valid, binding, enforceable and in full force and effect and constitutes on terms identical to those currently in effect as a legal, valid and binding obligation of, and is legally enforceable againstresult of the consummation of the transactions contemplated by this Agreement, the respective parties thereto. Except as set forth in Section 3.01(l) Subscription Agreement or the Voting Agreement, nor will the consummation of the Company Disclosure Schedule, there is no uncured breach, and no default exists, on the part of landlord under any of the Leases, and the Company has no knowledge of such transactions constitute a breach or default under such lease or sublease or otherwise give the landlord a right to terminate such lease or sublease and (iii) neither the Company nor any eventSubsidiary knows of, or has given or received notice of, any violation or default thereunder (nor, to the knowledge of the Company, does there exist any condition or state of facts, which with the passage of time or the giving of notice or the passage of time, or both, both would constitute result in such a breach violation or default thereunder). (e) All improvements on real property constructed by or on behalf of the Company or any of its Subsidiaries under any Lease. There is no suitSubsidiary, action, arbitration or other proceeding with respect to the Leases or the premises leased under the Leases. Neither the Company nor or any of its Subsidiaries has received notice and does not otherwise have knowledge of the Company, were constructed in compliance with applicable laws, ordinances and regulations (including, but not limited to, any pendingbuilding or zoning laws, threatened ordinances and regulations) affecting such Owned Real Property or contemplated condemnation proceeding affecting any premises owned or leased by the Company or any of its Subsidiaries or any part thereof or of any sale or other disposition of any such owned or leased premises or any part thereof in lieu of condemnation. The real property leased to the Company or any of its Subsidiaries under the Leases encompasses all real property used by the Company and its Subsidiaries, and neither the Company nor or any of its Subsidiaries owns any real property and does not have any options to purchase real property. The landlord under each of the Leases has performed all initial improvements required to be performed by it under such Lease and all tenant improvements allowances have been paid to the Company or any of its Subsidiaries as tenant under such Lease. All insurance required to be maintained by the Company or any of its Subsidiaries under each of the Leases is in full force and effectLeased Real Property.

Properties. (i) A list of all real property owned or leased by the Company or a Subsidiary of the Company is set forth in the Company’s Disclosure Letter. The Company or one and each of its Subsidiaries (i) has good and marketable title to all the properties and assets (A) reflected in the 2007 Balance Sheet as being real property owned by the Company it (including any property acquired in a judicial foreclosure proceeding or one by way of its Subsidiaries (other than any such properties a deed in lieu of foreclosure or assets sold or disposed of since such date similar transfer), in the ordinary course of business consistent with past practice) or (B) acquired after January 31, 2007 which are material to the Company's business on a consolidated basis, each case free and clear of all Liens. Except any Liens except (i) liens for Taxes not yet due and payable and (ii) such easements, restrictions and encumbrances, if any, as set forth are not material in Section 3.01(l) character, amount or extent, and do not materially detract from the value, or materially interfere with the present use of the Company Disclosure Schedule, the Company properties subject thereto or one of its Subsidiaries has good and valid leasehold interests in all real property leases, subleases and occupancy agreements affected thereby. Each lease pursuant to which the Company or any of its Subsidiaries as lessee, leases real or personal property is a party (the "Leases") valid and is in sole possession of the properties purported to be leased thereunder. Except as set forth in Section 3.01(l) of the Company Disclosure Schedule, each Lease is in full force and effect and constitutes a legal, valid and binding obligation of, and is legally enforceable against, the respective parties thereto. Except as set forth in Section 3.01(l) of to the Company Disclosure Schedule, there is no uncured breach, and no default exists, on the part of landlord under any of the Leases, and the Company has no knowledge of breach or default or any event, condition or state of facts, which with the giving of notice or the passage of time, or both, would constitute a breach or default by Subsidiaries and neither the Company or nor any of its Subsidiaries under any Lease. There is no suitSubsidiaries, actionnor, arbitration or other proceeding with respect to the Leases Company’s knowledge, any other party to any such lease, is in default or the premises leased under the Leases. Neither the Company nor or any of its Subsidiaries has received notice and does not otherwise have knowledge in violation of any pending, threatened or contemplated condemnation proceeding affecting material provisions of any premises such lease. The Company has previously delivered to Purchaser a complete and correct copy of each such lease. All real property owned or leased by the Company or any of its Subsidiaries or any part thereof or are in all material respects in a good state of any sale or other disposition of any such owned or leased premises or any part thereof maintenance and repair (normal wear and tear excepted), conform in lieu of condemnation. The real property leased to all material respects with all applicable ordinances, regulations and zoning laws and are considered by the Company or any to be adequate for the current business of its Subsidiaries under the Leases encompasses all real property used by the Company and its Subsidiaries. To the knowledge of the Company, and neither none of the Company nor buildings, structures or any of its Subsidiaries owns other improvements located on any real property and does not have any options to purchase real property. The landlord under each of the Leases has performed all initial improvements required to be performed by it under such Lease and all tenant improvements allowances have been paid to the Company owned or any of its Subsidiaries as tenant under such Lease. All insurance required to be maintained leased by the Company or any of its Subsidiaries under encroaches upon or over any adjoining parcel or real estate or any easement or right-of-way. (ii) The Company and each of its Subsidiaries has good and marketable title to all tangible personal property owned by it, free and clear of all Liens except such Liens, if any, that are not material in character, amount or extent, and that do not materially detract from the Leases value, or materially interfere with the present use of the properties subject thereto or affected thereby. With respect to personal property used in the business of the Company and its Subsidiaries that is leased rather than owned, neither the Company nor any of its Subsidiaries is in full force and effectdefault under the terms of any such lease.

Properties. (a) The Company or one of its Subsidiaries (i) a Company Subsidiary has good and marketable valid title to to, or a valid leasehold estate in, all the properties and assets (A) reflected in the 2007 Balance Sheet Company’s December 31, 2009 balance sheet included in the Company SEC Reports as being owned by the Company or one of its Subsidiaries a Company Subsidiary (other than any such except for properties or and assets sold or disposed of since such date subsequently sold, and leases subsequently terminate, in the ordinary course of business consistent with past practicebusiness). (b) or (B) acquired after January 31, 2007 which are material to the Company's business on a consolidated basis, free and clear of all Liens. Except as set forth in Section 3.01(l3.19(b) of the Company Disclosure Schedule, the Letter lists all Company Fee Property. The Company or one of its the Company Subsidiaries has good good, valid and valid leasehold interests marketable title to each parcel of real property owned in fee by the Company or any of its Company Subsidiaries (“Company Fee Property”). (c) Section 3.19(c) of the Company Disclosure Letter lists all real property leases, subleases and occupancy agreements leases to which the Company or any Company Subsidiary is a party (together with all amendments, modifications, supplements, renewals and extensions related thereto (collectively, the “Leases”). Except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect, (i) each Lease is valid and binding on the Company and each Company Subsidiary party thereto in accordance with its respective terms and is in full force and effect, and (ii) there is no breach or default under any Lease by the Company or any of its Subsidiaries is a party (or, to the "Leases") and is in sole possession knowledge of the properties purported to be leased thereunderCompany, any other party thereto. Except To the Company’s knowledge, as set forth in Section 3.01(l) of the Company Disclosure Scheduledate of this Agreement, each Lease is in full force and effect and constitutes a legal, valid and binding obligation of, and is legally enforceable against, the respective parties thereto. Except as set forth in Section 3.01(l) of neither the Company Disclosure Schedule, there is no uncured breach, and no default exists, on the part nor any Company Subsidiary has received any written notice of landlord under any of the Leases, and the Company has no knowledge of breach or default or any event, condition or state of facts, which event that with the giving of notice or the passage lapse of time, or both, would constitute a breach or default by the Company or any of its Subsidiaries Company Subsidiary under any Lease. There is no suitExcept as, actionindividually or in the aggregate, arbitration or other proceeding with respect has not had and would not reasonably be expected to the Leases or the premises leased under the Leases. Neither the have a Company nor or any of its Subsidiaries has received notice and does not otherwise have knowledge of any pendingMaterial Adverse Effect, threatened or contemplated condemnation proceeding affecting any premises owned or leased by the Company or any a Company Subsidiary that is either the tenant or licensee named under the Lease has a good and valid leasehold interest in each parcel of its Subsidiaries or any part thereof or of any sale or other disposition of any such owned or leased premises or any part thereof in lieu of condemnation. The real property leased which is subject to the Company or any of its Subsidiaries under the Leases encompasses all real property used by the Company a Lease and its Subsidiaries, and neither the Company nor or any of its Subsidiaries owns any real property and does not have any options to purchase real property. The landlord under each is in possession of the Leases has performed all initial improvements required properties purported to be performed by it under such Lease and all tenant improvements allowances have been paid to the Company leased or any of its Subsidiaries as tenant under such Lease. All insurance required to be maintained by the Company or any of its Subsidiaries under each of the Leases is in full force and effectlicensed thereunder.

Properties. The (a) Section 3.18(a) of the Company Disclosure Letter sets forth a list of the address of each real property (and noting whether such real property is) owned, leased (as lessee or one of its Subsidiaries sublessee) (iincluding ground leased) has good and marketable title to all the properties and assets or licensed (Aas licensee) reflected in the 2007 Balance Sheet as being owned by the Company or one any Company Subsidiary as of its Subsidiaries (the date hereof other than the Corporate Office (all such real property interests, together with all right, title and interest of the Company and any Company Subsidiary in and to (i) all buildings, structures and other improvements and fixtures located on or under such properties real property and (ii) all easements, rights and other appurtenances benefitting such real property, are individually referred to herein as a “Company Property” and collectively referred to herein as the “Company Properties”). Section 3.18(a) of the Company Disclosure Letter sets forth a list of the address of each facility and real property which, as of the date hereof, is under contract by the Company or assets sold a Company Subsidiary for purchase or disposed which is required under a binding contract to be leased or subleased or licensed by the Company or a Company Subsidiary after the date hereof. Other than as required by any Company Leases, neither the Company nor any Company Subsidiary is (A) obligated to dispose of since any material Company Property or (B) bound by any unexpired option to purchase agreement, right of first refusal or first offer or any other right to purchase, ground lease or otherwise acquire any Company Property. (b) The Company or a Company Subsidiary is the legal and beneficial owner of, and has good and insurable freehold or fee simple title or valid leasehold title (as applicable) to, each of the Company Properties, in each case, free and clear of Liens except for Company Permitted Liens. For the purposes of this Agreement, “Company Permitted Liens” means (i) Liens securing any Indebtedness set forth in Section 3.18(b)(i) of the Company Disclosure Letter, (ii) Liens that result from any Laws or other 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 Company 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 Company Leases, (iii) 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, (v) Liens imposed or promulgated by Law or any Governmental Entity, including zoning regulations, permits and licenses, that (in each case) are not violated by any current use, occupancy or activity conducted by the Company or any Company Subsidiary or permitted by any Company Lease, (vi) Liens that are disclosed on any Company Title Insurance Policies or surveys made available by or on behalf of the Company or any Company Subsidiary to Parent prior to the date hereof and, with respect to the Company Ground Leases, Liens on the underlying fee or leasehold interest of the applicable ground lessor, lessor or sublessor, (vii) 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 consistent 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 Financial Statements (if such reserves are required pursuant to GAAP), (viii) Liens which will be released or insured over before Closing, (ix) 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 past practicethe acquisition of Company Property, in each case, covering personal property, (xii) any other non-monetary Liens, limitations, restrictions or (B) acquired after January 31, 2007 which are material to title defects that do not materially impair the Company's business on a consolidated basis, free continued use and clear of all Liens. Except as set forth in Section 3.01(l) operation of the applicable Company Disclosure Schedule, the Company or one of its Subsidiaries has good Property as currently used and valid leasehold interests in all real property leases, subleases operated and occupancy agreements to which the Company or (xiii) any of its Subsidiaries is a party (the "Leases") and is in sole possession of the properties purported to be leased thereunder. Except as set forth in Section 3.01(l) of the Company Disclosure Schedule, each Lease is in full force and effect and constitutes a legal, valid and binding obligation of, and is legally enforceable against, the respective parties thereto. Except as set forth in Section 3.01(l) of the Company Disclosure Schedule, there is no uncured breach, and no default exists, on the part of landlord under any of the Leases, and the Company has no knowledge of breach or default or any event, condition or state of facts, which with the giving of notice or the passage of time, or both, would constitute a breach or default other Lien approved by the Company or any of its Subsidiaries under any Lease. There is no suit, action, arbitration or other proceeding with respect to the Leases or the premises leased under the Leases. Neither the Company nor or any of its Subsidiaries has received notice and does not otherwise have knowledge of any pending, threatened or contemplated condemnation proceeding affecting any premises owned or leased by the Company or any of its Subsidiaries or any part thereof or of any sale or other disposition of any such owned or leased premises or any part thereof in lieu of condemnation. The real property leased to the Company or any of its Subsidiaries under the Leases encompasses all real property used by the Company and its Subsidiaries, and neither the Company nor or any of its Subsidiaries owns any real property and does not have any options to purchase real property. The landlord under each of the Leases has performed all initial improvements required to be performed by it under such Lease and all tenant improvements allowances have been paid to the Company or any of its Subsidiaries as tenant under such Lease. All insurance required to be maintained by the Company or any of its Subsidiaries under each of the Leases is in full force and effectParent.

Properties. The (a) Each of the Company or one and its Subsidiaries owns and has good title to all of its Subsidiaries assets and properties reflected as owned on the Balance Sheet, free and clear of any Lien, except for (i) has good assets and marketable title properties disposed of, or subject to all the properties and assets (A) reflected in the 2007 Balance Sheet as being owned by the Company purchase or one of its Subsidiaries (other than any such properties or assets sold or disposed of since such date sales orders, in the ordinary course of business consistent with past practicepractice since the Balance Sheet Date, and (ii) or Liens for Taxes not yet delinquent. (Bb) acquired after January 31, 2007 which are material to the Company's business on a consolidated basis, free and clear of all Liens. Except as set forth in Section 3.01(l3.18(b) of the Company Disclosure Schedule, Schedule sets forth a complete list and the Company or one location of its Subsidiaries has good and valid leasehold interests in all real property leases, subleases and occupancy agreements to which the Company or any of its Subsidiaries that is a party (the "Leases") and is in sole possession of the properties purported to be leased thereunder. Except as set forth in Section 3.01(l) of the Company Disclosure Schedule, each Lease is in full force and effect and constitutes a legal, valid and binding obligation of, and is legally enforceable against, the respective parties thereto. Except as set forth in Section 3.01(l) of the Company Disclosure Schedule, there is no uncured breach, and no default exists, on the part of landlord under any of the Leases, and the Company has no knowledge of breach or default or any event, condition or state of facts, which with the giving of notice or the passage of time, or both, would constitute a breach or default by the Company or any of its Subsidiaries under any Lease. There is no suit, action, arbitration or other proceeding with respect to the Leases or the premises leased under the Leases. Neither the Company nor or any of its Subsidiaries has received notice and does not otherwise have knowledge of any pending, threatened or contemplated condemnation proceeding affecting any premises owned or leased used by the Company or any of its Subsidiaries or that is reflected as an asset of the Company on the Company Balance Sheet (“Real Property”). (c) Neither the Company nor any part thereof of its Subsidiaries owns any Real Property. (d) The Company has previously made available to Parent true and complete copies of all Leases. Each Lease is valid, binding and enforceable against the Company or its Subsidiary, as the case may be, and, to the Knowledge of Company, the other parties thereto in accordance with its terms and is in full force and effect, except, in the case of enforceability against the other parties thereto, as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights, and to general equity principles. The leasehold estate created by each Lease is free and clear of all Liens. There are no existing defaults by the Company or a Subsidiary under any of the Leases, nor, to the Knowledge of Company, has an event occurred that (whether with or without notice, lapse of time or the happening or occurrence of any sale other event) would constitute a default under any Lease, except, in each instance, for those defaults that would not, individually or in the aggregate, have a Material Adverse Effect on the Company or a Subsidiary of the Company. (e) There are no proceedings, claims, disputes or conditions affecting any Real Property that could materially curtail or interfere with the use of such property. Neither the whole nor any portion of the Real Property nor any other disposition assets of any such owned or leased premises or any part thereof in lieu of condemnation. The real property leased to the Company or any of its Subsidiaries under 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 therefor, nor, to the Leases encompasses all real property used by Knowledge of the Company and its SubsidiariesCompany, and neither has any such condemnation, expropriation or taking been proposed. Neither the Company nor or any of its Subsidiaries owns any real property and does not have any options to purchase real property. The landlord under each a Subsidiary of the Leases has performed all initial improvements required Company is a party to be performed any lease, assignment or similar arrangement under which the Company is a lessor, assignor or otherwise makes available for use by it under such Lease and all tenant improvements allowances have been paid to any third party any portion of the Real Property. There is no equipment located on the premises of the Company or used in the business of the Company that is on loan from another party. (f) The Company has not received any notice of, or other writing referring to, any requirements or recommendations by any insurance company that has issued a policy covering any part of its Subsidiaries as tenant under such Lease. All insurance required the Real Property or by any board of fire underwriters or other body exercising similar functions, requiring or recommending any repairs or work to be maintained by the Company or done on any of its Subsidiaries under each part of the Leases is in full force and effectReal Property, which repair or work has not been completed.

Properties. The (a) Section 3.14(a) of the Company or one Disclosure Letter sets forth, as of its Subsidiaries the date of this Agreement, (i) has good a list of all material real properties (by name and marketable title to all the properties and assets (Alocation) reflected in the 2007 Balance Sheet as being owned by the Company or one any of its Subsidiaries (other than any such properties or assets sold or disposed of since such date in the ordinary course of business consistent with past practice“Owned Real Property”) or and (Bii) acquired after January 31, 2007 which are material to the Company's business on a consolidated basis, free and clear of all Liens. Except as set forth in Section 3.01(l) list of the Company Disclosure Schedule, the Company or one of its Subsidiaries has good and valid leasehold interests in all real property material leases, subleases and occupancy agreements or other occupancies to which the Company or any of its Subsidiaries is a party as tenant for real property (the "“Real Property Leases"”). (b) and is in sole possession of the properties purported to be leased thereunder. Except as set forth would not reasonably be expected to have, individually or in Section 3.01(lthe aggregate, a Company Material Adverse Effect, with respect to each Owned Real Property, (i) the Company or a Subsidiary of the Company Disclosure Schedulehas good and marketable title to such Owned Real Property, free and clear of all Liens (other than Permitted Liens) and (ii) there are no existing, pending, or to the Knowledge of the Company, threatened condemnation, eminent domain or similar proceedings affecting such Owned Real Property. (c) Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (i) the Company or any of its Subsidiaries has valid leasehold title to each real property subject to a Real Property Lease, sufficient to allow each of the Company and its Subsidiaries to conduct their business as currently conducted, (ii) 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 effect, subject to the Enforceability Exceptions and constitutes a legal(iii) neither the Company nor any of its Subsidiaries or, valid and binding obligation to the Knowledge of the Company, any other party to such Real Property Lease has violated any provision of, and is legally enforceable againstor taken or failed to take any act which, the respective parties thereto. Except as set forth in Section 3.01(l) of the Company Disclosure Schedulewith or without notice, there is no uncured breach, and no default exists, on the part of landlord under any of the Leases, and the Company has no knowledge of breach or default or any event, condition or state of facts, which with the giving of notice or the passage lapse of time, or both, would constitute a breach or default by the Company or any of its Subsidiaries under any Lease. There is no suit, action, arbitration or other proceeding with respect to the Leases or the premises leased under the Leases. Neither provisions of such Real Property Lease. (d) Except as would not reasonably be expected to have, individually or in the aggregate, a Company nor or any Material Adverse Effect, each of its Subsidiaries has received notice and does not otherwise have knowledge of any pending, threatened or contemplated condemnation proceeding affecting any premises owned or leased by the Company or any of its Subsidiaries or any part thereof or of any sale or other disposition of any such owned or leased premises or any part thereof in lieu of condemnation. The real property leased to the Company or any of its Subsidiaries under the Leases encompasses all real property used by the Company and its Subsidiaries, and neither the Company nor or any in respect of all of its Subsidiaries owns any properties, assets and other rights that do not constitute real property or Intellectual Property (i) has valid title to all such properties, assets and does not have any options to purchase real property. The landlord under each of the Leases has performed all initial improvements required to be performed other rights reflected in its books and records as owned by it under free and clear of all Liens (other than Permitted Liens) and (ii) owns, has valid leasehold interests in or valid contractual rights to use all of such Lease properties, assets and all tenant improvements allowances have been paid to the Company or any of its Subsidiaries as tenant under such Lease. All insurance required to be maintained by the Company or any of its Subsidiaries under other rights (in each of the Leases is in full force and effectcase except for Permitted Liens).

Properties. (a) The Company or one of its Subsidiaries (i) has good and marketable title to all the properties and assets (A) reflected in the 2007 Balance Sheet as being owned by the Company or one of its Subsidiaries (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 January 31, 2007 which are material to the Company's business on a consolidated basis, free and clear of all Liens. Except as set forth in Section 3.01(l) of the Company Disclosure Schedule, the Company or one each of its Subsidiaries has good and marketable fee title to, or valid leasehold interests in, all of their tangible properties and tangible assets which are reflected on the Company Balance Sheet, or which are, individually or in all real property leasesthe aggregate, subleases material to the business or financial condition of the Company. All such assets and occupancy agreements to properties, other than assets and properties in which the Company or any of its Subsidiaries is a party has leasehold interests, are free and clear of all Liens, except for Permitted Liens (b) Neither the "Leases") and is in sole possession Company nor any of the properties purported to be leased thereunderits Subsidiaries owns any real property. Except as set forth in Section 3.01(l5.21(b) of the Company Disclosure Schedule, each Lease is Schedule sets forth a complete and correct list of all real property and interests in full force and effect and constitutes a legal, valid and binding obligation of, and is legally enforceable against, the respective parties thereto. Except as set forth in Section 3.01(l) of the Company Disclosure Schedule, there is no uncured breach, and no default exists, on the part of landlord under any of the Leases, and the Company has no knowledge of breach or default or any event, condition or state of facts, which with the giving of notice or the passage of time, or both, would constitute a breach or default by the Company or any of its Subsidiaries under any Lease. There is no suit, action, arbitration or other proceeding with respect to the Leases or the premises leased under the Leases. Neither the Company nor or any of its Subsidiaries has received notice and does not otherwise have knowledge of any pending, threatened or contemplated condemnation proceeding affecting any premises owned or real property leased by the Company or any of its Subsidiaries involving annual rental payments in excess of $100,000. (c) The Company or any part thereof or its Subsidiary, as applicable, holds all rights, title and interest of any sale or other disposition of any such owned or leased premises or any part thereof in lieu of condemnation. The the tenant to all real property leased to by the Company or its Subsidiaries, free and clear of any of its Subsidiaries under the Leases encompasses all real property used encumbrances created by the Company against its leasehold interest (except Permitted Liens). Each lease relating to such leased real property has been duly authorized and its Subsidiariesexecuted by the Company or such Subsidiary, as applicable, and is in full force and effect, and neither the Company nor or any of its Subsidiaries owns is in any real property and does not have material default under any options of said leases nor, to purchase real property. The landlord under each the knowledge of the Leases has performed all initial improvements required Company, is any other party to be performed by it under such Lease and all tenant improvements allowances have been paid to the Company leases in material default. (d) All tangible assets owned or any of its Subsidiaries as tenant under such Lease. All insurance required to be maintained leased by the Company or any of its Subsidiaries under each of have been maintained in all material respects in accordance with generally accepted industry practice, are in all material respects in good operating condition and repair, ordinary wear and tear excepted, and are adequate for the Leases is in full force and effectuses to which they are being put.

Properties. The (a) Section 4.19(a) of the Company Disclosure Letter sets forth a list of the address of each real property, name of the entity owning or one leasing, whether such property is owned, leased, ground leased or subleased and all such real property interests, together with all right title and interest of the Company and any of its Subsidiaries in and to (i) has good all buildings, structures and marketable title other improvements and fixtures located on or under such real property and (ii) all easements, rights and other appurtenances to all such real property, and subject to any easements, impairments, rights and other appurtenances affecting such real property are individually referred to herein as a “Company Property” and collectively referred to herein as the properties “Company Properties”). Section 4.19(a) of the Company Disclosure Letter sets forth a list of the address of each facility and assets (A) reflected in real property which, as of the 2007 Balance Sheet as being owned date of this Agreement, is under contract by the Company or one a Company Subsidiary for purchase or which is required under a written agreement to be leased or subleased by the Company or a Company Subsidiary after the date of this Agreement. Except as set forth on Section 4.19(a) of the Company Disclosure Letter, there are no real properties that Company or any of its Subsidiaries is obligated to buy, lease or sublease at some future date. None of the Company or any of its Subsidiaries owns or leases any real property which is not set forth on Section 4.19(a) of the Company Disclosure Letter. (b) The Company or a Company Subsidiary owns good and valid fee simple title (with respect to jurisdictions that recognized such form of title or substantially similar title with respect to all other than any such properties or assets sold or disposed of since such date in the ordinary course of business consistent with past practicejurisdictions) or leasehold title (Bas applicable) acquired after January 31to each of the Company Properties, 2007 which are material to the Company's business on a consolidated basisin each case, free and clear of Liens, except for Permitted Liens that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (i) Neither the Company nor any of its Subsidiaries has received (x) written notice that any certificate, permit or license from any Governmental Entity having jurisdiction over any of the Company 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 Company Properties or that is necessary to permit the lawful use and operation of all Liensutilities, parking areas, retention ponds, driveways, roads and other means of egress and ingress to and from any of the Company 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, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect, or of any pending written threat of modification or cancellation of any of same, that would reasonably be expected to have a Company Material Adverse Effect, or (y) written notice of any uncured violation of any Laws affecting any of the Company Properties which, individually or in the aggregate, would reasonably be expected to have a Company Material Adverse Effect. (ii) Except as would not have, or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, none of the Company nor any Subsidiary of the Company has received written notice to the effect that there are any condemnation proceedings that are pending or, to the knowledge of the Company, threatened in writing with respect to any material portion of any of the Company Properties. (d) No certificate, variance, permit or license from any Governmental Authority having jurisdiction over any of the Company 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 Company 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 Company Properties has failed to be obtained or is not in full force and effect, and neither the Company nor any of its Subsidiaries has received written notice of any outstanding threat of modification or cancellation of any such certificate, variance, permit or license, except for any of the foregoing as, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. (e) Section 4.19(e) of the Company Disclosure Letter sets forth, as of June 25, 2015, the aggregate monthly rent and security deposit amounts held for each Company Property other than any Company Property where the Company is a tenant (other than ground leases). Except for discrepancies, errors or omissions that, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect, the rent roll summary attached to Section 4.19(e) of the Company Disclosure Letter, correctly references the corresponding property with respect to each lease or sublease in effect on the date shown therein, the “Company Leases”. (f) True and complete copies in all material respects of (i) all ground leases affecting the interest of the Company or any of its Subsidiaries in the Company Properties and (ii) the Company Leases with aggregate annual rent payments to the Company or its Subsidiaries in excess of Two Million Five Hundred Thousand U.S. Dollars ($2,500,000), in each case in effect as of the date of this Agreement (the “Material Company Leases”), have been made available to Parent. Except as set forth in on Section 3.01(l4.19(f) of the Company Disclosure ScheduleLetter, or as individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect, (1) neither the Company nor any of its Subsidiaries is and, to the knowledge of the Company, no other party is in breach or violation of, or default under, any Material Company Lease, (2) no event has occurred which would result in a breach or violation of, or a default under, any Material Company Lease by the Company or one any of its Subsidiaries, or, to the knowledge of the Company, any other party thereto in each case, with or without notice or lapse of time or and no tenant under a Material Company Lease is in monetary default under such Material Company Lease, and (3) each Material Company Lease is valid, binding and enforceable in accordance with its terms and is in full force and effect with respect to the Company or a Company Subsidiary and, to the knowledge of the Company, with respect to the other parties thereto, except as may be limited by the Enforceability Exceptions; provided, that for the purposes of clause (1) and (2) above, no tenant will be deemed to be in monetary breach, violation or default under such Material Company Lease if such monetary breach, violation or default has continued for a period of less than sixty (60) days and is with respect to an amount less than Fifty Thousand U.S. Dollars ($50,000). (g) As of the date of this Agreement, no purchase option has been exercised under any Company Lease for which the purchase has not closed prior to the date of this Agreement. (h) Except for Permitted Liens and as set forth in Contracts made available to Parent prior to the date hereof, (i) there are no unexpired option to purchase agreements, rights of first refusal or first offer or any other rights to purchase or otherwise acquire any Company Property or any portion thereof that would materially adversely affect the Company’s, or any of its Subsidiaries’, ownership, ground lease or right to use a Company Property subject to a Material Company Lease, and (ii) there are no agreements to enter into any contract for sale, ground lease or letter of intent to sell or ground lease any Company Property or any portion thereof that is owned by any Company Subsidiary, which, in each case, is in favor of any party other than the Company or a Company Subsidiary (a “Company Third Party”). (i) Except pursuant to a Company Lease or any ground lease affecting any Company Property, neither the Company nor any of its Subsidiaries has good and valid leasehold interests in all real property leases, subleases and occupancy agreements is a party to any agreement pursuant to which the Company or any of its Subsidiaries is a party manages the development of any material real property for any Company Third Party. (the "Leases"j) The Company and each Company Subsidiary, as applicable, is in sole possession of title insurance policies or valid marked-up title commitments evidencing title insurance with respect to each Company Property (each, a “Company Title Insurance Policy” and, collectively, the properties purported “Company Title Insurance Policies”). No written claim has been made against any Company Title Insurance Policy, which, individually or in the aggregate, would reasonably be expected to have a Company Material Adverse Effect. (k) The Company 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 leased thereunderexpected to have a Company Material Adverse Effect. Except as set forth None of the Company’s or any of its Subsidiaries’ ownership of or leasehold interest in any such personal property is subject to any Liens, except for Permitted Liens and Liens that would not reasonably be expected to have a Company Material Adverse Effect. (l) The Company and its Subsidiaries (A) have not received written notice of any structural defects, or violation of Law, relating to any Company Properties which would have, or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, and (B) have not received written notice of any physical damage to any Company Properties which would have, or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect for which there is not insurance in effect covering the cost of the restoration and the loss of revenue. (m) Section 3.01(l4.19(m) of the Company Disclosure Schedule, each Lease is in full force and effect and constitutes a legal, valid and binding obligation of, and is legally enforceable against, Letter lists the respective parties thereto. Except as set forth in Section 3.01(l) of the Company Disclosure Schedule, there is no uncured breach, and no default exists, on the part of landlord under any of the Leases, and the Company has no knowledge of breach or default or any event, condition or state of facts, which with the giving of notice or the passage of time, or both, would constitute a breach or default by the Company or any of its Subsidiaries under any Lease. There is no suit, action, arbitration or other proceeding with respect to the Leases or the premises leased under the Leases. Neither the Company nor or any of its Subsidiaries has received notice and does not otherwise have knowledge of any pending, threatened or contemplated condemnation proceeding affecting any premises owned or leased by the Company or any of its Subsidiaries or any part thereof or of any sale or other disposition of any such owned or leased premises or any part thereof in lieu of condemnation. The real currently providing third-party property leased management services to the Company or any Properties and the number of its Subsidiaries under the Leases encompasses all real property used Company Properties currently managed by the Company and its Subsidiaries, and neither the Company nor or any of its Subsidiaries owns any real property and does not have any options to purchase real property. The landlord under each of the Leases has performed all initial improvements required to be performed by it under such Lease and all tenant improvements allowances have been paid to the Company or any of its Subsidiaries as tenant under such Lease. All insurance required to be maintained by the Company or any of its Subsidiaries under each of the Leases is in full force and effectparty.

Properties. (a) The Company or one of its and the Company Subsidiaries (i) has have good and marketable title to all the properties and assets (A) reflected in the 2007 Balance Sheet as being owned by the Company or one of its Subsidiaries (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 January 31, 2007 which are material to the Company's business on a consolidated basisvalid title, free and clear of all Liens, to all their material properties and assets, whether tangible or intangible, personal or mixed, reflected in the Company's Financial Statements for the period ended November 30, 2001 as being owned by the Company and the Company Subsidiaries as of the date thereof, other than (i) any properties or assets that have been sold or otherwise disposed of in the ordinary course of business since the date of such Financial Statements, (ii) Liens disclosed in the notes to such Financial Statements and (iii) Liens arising in the ordinary course of business after the date of such Financial Statements. Except as set forth All fixtures, equipment and other property and assets that are material to its business on a consolidated basis, held under leases or sub-leases by the Company or any Company Subsidiary are held under valid instruments enforceable in accordance with their respective terms, subject to applicable laws of bankruptcy, insolvency or similar laws relating to creditors' rights generally and to general principles of equity (whether applied in a proceeding in law or equity). Substantially all of the Company's and the Company Subsidiaries' equipment in regular use has been reasonably maintained and is in serviceable condition, reasonable wear and tear excepted. (b) Neither the Company nor any Company Subsidiaries owns or has ever owned any real property. (c) Section 3.01(l4.28(c) of the Company Disclosure Schedule, the Company or one Letter sets forth a complete and accurate list of its Subsidiaries has good and valid leasehold interests in all real property leasesleased, subleases and occupancy agreements to which the Company subleased or any of its Subsidiaries is a party (the "Leases") and is in sole possession of the properties purported to be leased thereunder. Except as set forth in Section 3.01(l) of the Company Disclosure Schedule, each Lease is in full force and effect and constitutes a legal, valid and binding obligation of, and is legally enforceable against, the respective parties thereto. Except as set forth in Section 3.01(l) of the Company Disclosure Schedule, there is no uncured breach, and no default exists, on the part of landlord under any of the Leases, and the Company has no knowledge of breach or default or any event, condition or state of facts, which with the giving of notice or the passage of time, or both, would constitute a breach or default licensed by the Company or any of its Subsidiaries (collectively the "Company Leases") and the location of the premises. Neither the Company, nor any of its Subsidiaries nor, to the Company's knowledge, any other party is in default under any Lease. There of the Company Leases, except where the existence of such defaults, individually or in the aggregate, has not resulted in, and is no suit, action, arbitration or other proceeding with respect not reasonably likely to result in a Material Adverse Effect to the Leases or the premises leased under the LeasesCompany. Neither the Company nor or any of its Subsidiaries has received notice and does not otherwise have knowledge of leases, subleases or licenses any pending, threatened or contemplated condemnation proceeding affecting any premises owned or leased by the Company or any of its Subsidiaries or any part thereof or of any sale or other disposition of any such owned or leased premises or any part thereof in lieu of condemnation. The real property leased to the Company or any of its Subsidiaries under the Leases encompasses all real property used by person other than the Company and its Subsidiaries, and neither the Company nor or any of its Subsidiaries owns any real property and does not have any options to purchase real property. The landlord under each Company has provided Parent with complete and accurate copies of the Leases has performed all initial improvements required to be performed by it under such Lease and all tenant improvements allowances have been paid to the Company or any of its Subsidiaries as tenant under such Lease. All insurance required to be maintained by the Company or any of its Subsidiaries under each of the Leases is in full force and effectLeases.

Properties. The Neither the Company or one nor any of its Subsidiaries (i) owns or has good and marketable title to all the properties and assets (A) reflected in the 2007 Balance Sheet as being owned by the Company or one of its Subsidiaries (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 January 31, 2007 which are material to the Company's business on a consolidated basis, free and clear of all Liensreal property. Except as set forth in Section 3.01(l3.7(a)(i) of the Company Disclosure Schedule, the Company or one Letter sets forth a list of its Subsidiaries has good and valid leasehold interests in all real property leasescurrently leased, subleases and occupancy agreements to which licensed or subleased by the Company or any of its Subsidiaries is a party or otherwise used or occupied by the Company or any of its Subsidiaries (the "Leases"“Leased Real Property”). All such current leases relating to the Material Leased Real Property (defined below) and is in sole possession of the properties purported to be leased thereunder. Except as set forth in Section 3.01(l) of the Company Disclosure Schedule, each Lease is are in full force and effect and constitutes a legaleffect, are valid and binding obligation ofeffective, and is legally enforceable against, the respective parties thereto. Except as set forth in Section 3.01(l) of the Company Disclosure Schedule, there is no uncured breachnot, and no default exists, on the part of landlord under any of the Leasessuch leases, and any existing breach, default or event of default by the Company has no knowledge of breach or default its Subsidiaries, or, to the Company’s knowledge, by any other party thereto (or any event, condition or state of facts, event which with the giving of notice or the passage lapse of time, or both, would constitute a breach or default by default). Except as set forth in Section 3.7(a)(ii) of the Company Disclosure Letter, no parties other than the Company or any of its Subsidiaries under have a right to occupy any LeaseMaterial Leased Real Property and the Material Leased Real Property is used in all material respects only for the operation of the business of the Company and its Subsidiaries. There is no suitTo the Company’s knowledge, actionthe Material Leased Real Property and the other physical assets of the Company which are material the Business of the Company and its Subsidiaries taken as a whole are, arbitration or other proceeding in all material respects, in good condition and repair and regularly maintained, in all material respects and subject to reasonable wear and tear, in accordance with respect to the Leases or the premises leased under the Leasesstandard industry practice. The Company’s business operations which take place on Material Leased Real Property are conducted in compliance, in all material respects, with Material Lease Documents. Neither the Company nor or any of its Subsidiaries has received notice and does not otherwise have knowledge will be required pursuant to the terms of any pending, threatened Material Lease Document to incur any cost or contemplated condemnation proceeding affecting expense for any premises owned restoration or leased by surrender obligations in excess of $100,000 upon the expiration or earlier termination of any Material Lease Documents. The Company or any and each of its Subsidiaries or has performed in all material respects its obligations under any part thereof or material termination agreements pursuant to which it has terminated any leases of any sale or other disposition of any such owned or leased premises or any part thereof in lieu of condemnation. The real property leased that are no longer in effect and has no material continuing liability with respect to the Company or any of its Subsidiaries under the Leases encompasses all such terminated real property used by the Company and its Subsidiaries, and neither the Company nor or any of its Subsidiaries owns any real property and does not have any options to purchase real property. The landlord under each of the Leases has performed all initial improvements required to be performed by it under such Lease and all tenant improvements allowances have been paid to the Company or any of its Subsidiaries as tenant under such Lease. All insurance required to be maintained by the Company or any of its Subsidiaries under each of the Leases is in full force and effectleases.

Properties. The Each Company or one of its Subsidiaries (i) has good and marketable title to to, or valid leasehold interests in, all the properties and assets (A) reflected in the 2007 Balance Sheet as being owned by the Company or one of its Subsidiaries (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 January 31, 2007 which are property material to the Company's business on a consolidated basisits business, free and clear of all Liens and irregularities, deficiencies and defects in title except for Permitted Liens (or, in the case of Collateral, Permitted Collateral Liens. Except ) and minor irregularities, deficiencies and defects in title that, individually or in the aggregate, do not, and could not reasonably be expected to, interfere with its ability to conduct its business as set forth in Section 3.01(lcurrently conducted or to utilize such property for its intended purpose. (a) The property of the Companies, taken as a whole, (i) is in good operating order, condition and repair (ordinary wear and tear excepted), and (ii) constitutes all the property which is required for the business and operations of the Companies as presently conducted. (b) Schedule 3.05(b) contains a true and complete list of each ownership and leasehold interest in Real Property (i) owned by any Company Disclosure Scheduleas of the Closing Date and describes the type of interest therein held by such Company and (ii) leased, subleased or otherwise occupied or utilized by any Company, as lessee, sublessee, franchisee or licensee, as of the Closing Date and describes the type of interest therein held by such Company and whether such lease, sublease or one other instrument requires the consent of the landlord thereunder or other parties thereto to the Transactions. (c) No Mortgage encumbers improved Real Property that is located in an area that has been identified by the Secretary of Housing and Urban Development as an area having special flood hazards within the meaning of the National Flood Insurance Act of 1968 unless flood insurance available under such Act has been obtained in accordance with Section 5.04. (d) Each Company owns or has rights to use all of its Subsidiaries property and all rights with respect to any of the foregoing used in, necessary for or material to each Company’s business as currently conducted. The use by each Company of its property and all such rights with respect to the foregoing do not infringe on the rights or other interests of any person, other than any infringement that could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. No claim has good been made and valid leasehold interests in all real property leases, subleases and occupancy agreements to which the Company or remains outstanding that any Company’s use of any of its Subsidiaries property does or may violate the rights of any third party that, individually or in the aggregate, has had, or could reasonably be expected to result in, a Material Adverse Effect. The Real Property is a party (zoned in all material respects to permit the "Leases") and uses for which such Real Property is in sole possession currently being used. The present uses of the properties purported Real Property and the current operations of each Company’s business do not violate in any material respect any provision of any applicable building codes, subdivision regulations, fire regulations, health regulations or building and zoning by-laws. (e) Except for exceptions to the following that, individually or in the aggregate, could not reasonably be leased thereunder. Except as set forth expected to result in Section 3.01(l) of the Company Disclosure Schedule, each Lease is in full force and effect and constitutes a legal, valid and binding obligation of, and is legally enforceable against, the respective parties thereto. Except as set forth in Section 3.01(l) of the Company Disclosure ScheduleMaterial Adverse Effect, there is no uncured breachpending or threatened condemnation or eminent domain proceeding with respect to, and no default exists, on the part of landlord under or that could affect any of the Leases, Real Property of the Companies. Each parcel of Real Property is taxed as a separate tax lot and the Company has no knowledge of breach or default or any event, condition or state of facts, which is currently being used in a manner that is consistent with and in compliance in all material respects with the giving of notice or the passage of time, or both, would constitute a breach or default by the Company or any of its Subsidiaries under any Lease. There is no suit, action, arbitration or other proceeding with respect property classification assigned to the Leases or the premises leased under the Leases. Neither the Company nor or any of its Subsidiaries has received notice and does not otherwise have knowledge of any pending, threatened or contemplated condemnation proceeding affecting any premises owned or leased by the Company or any of its Subsidiaries or any part thereof or of any sale or other disposition of any such owned or leased premises or any part thereof in lieu of condemnation. The it for real property leased to the Company or any of its Subsidiaries under the Leases encompasses all real property used by the Company and its Subsidiaries, and neither the Company nor or any of its Subsidiaries owns any real property and does not have any options to purchase real property. The landlord under each of the Leases has performed all initial improvements required to be performed by it under such Lease and all tenant improvements allowances have been paid to the Company or any of its Subsidiaries as tenant under such Lease. All insurance required to be maintained by the Company or any of its Subsidiaries under each of the Leases is in full force and effectestate tax assessment purposes.

Properties. The Company or one of its Subsidiaries (i) Each of the Company and its Subsidiaries has good and marketable title to to, or in the case of leased real property and leased tangible assets has valid and enforceable leasehold interests in, all the of its properties and assets (A) reflected in the 2007 Balance Sheet as being owned by the Company or one of its Subsidiaries (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 January 31, 2007 which are material to the Company's business on a consolidated basistangible assets, free and clear of all Liens, except for Permitted Liens. (ii) The material real property and tangible assets owned or leased by the Company and its Subsidiaries, or which they otherwise have the right to use, are sufficient (subject to normal wear and tear) to operate their businesses in substantially the same manner as they are currently conducted by the Company. Except as set forth in Section 3.01(lThe material tangible assets and real property (including the electrical, power, cooling and mechanical infrastructure) of the Company Disclosure Schedule, the Company or one and each of its Subsidiaries has are each in good working order, and valid leasehold interests have been maintained in all real property leases, subleases and occupancy agreements to which the Company or any of its Subsidiaries is a party accordance with prudent industry practice. (the "Leases"iii) and is in sole possession of the properties purported to be leased thereunder. Except as set forth in Section 3.01(l3.01(o)(iii) of the Company Disclosure Schedule, each Lease is Letter sets forth a complete and correct list of all real property and interests in full force and effect and constitutes a legal, valid and binding obligation of, and is legally enforceable against, the respective parties thereto. Except as set forth in Section 3.01(l) of the Company Disclosure Schedule, there is no uncured breach, and no default exists, on the part of landlord under any of the Leases, and the Company has no knowledge of breach or default or any event, condition or state of facts, which with the giving of notice or the passage of time, or both, would constitute a breach or default by the Company or any of its Subsidiaries under any Lease. There is no suit, action, arbitration or other proceeding with respect to the Leases or the premises leased under the Leases. Neither the Company nor or any of its Subsidiaries has received notice and does not otherwise have knowledge of any pending, threatened or contemplated condemnation proceeding affecting any premises owned or real property leased by the Company or any of its Subsidiaries or any part thereof or as of any sale or other disposition the date of any this Agreement (each such owned or leased premises or any part thereof in lieu of condemnationproperty, a “Leased Real Property”). The real property leased to Neither the Company or nor any of its Subsidiaries under the Leases encompasses all currently owns in fee any real property used or interests in real property. (iv) With respect to each Leased Real Property, (A) the Merger and the other transactions contemplated by this Agreement do not require the consent of any party to any lease, (B) neither the Company nor any of its Subsidiaries has subleased, licensed or otherwise granted anyone the right to use or occupy such Leased Real Property or any portion thereof and (C) neither the Company nor any of its Subsidiaries has collaterally assigned or granted any other security interest in any such leasehold estate or any interest therein. (v) Each of the Company and its SubsidiariesSubsidiaries is in compliance in all material respects with the terms of all leases of Leased Real Property to which it is a party and under which it is in occupancy, and neither each such lease is a legal, valid and binding agreement of the Company nor or any its Subsidiary, as the case may be, and, to the knowledge of the Company, of each other party thereto, enforceable against the Company or such Subsidiary, as the case may be, and, to the knowledge of the Company, against the other party or parties thereto, in each case, in accordance with its terms, subject to the Bankruptcy and Equity Exception. Each of the Company and its Subsidiaries owns any enjoys peaceful and undisturbed possession in all material respects under all the leases to Leased Real Property to which it is a party and under which it is in occupancy. (vi) Without limiting the generality of the foregoing, all real property and does not have any options to purchase real property. The landlord under each of the Leases has performed Company’s and its Subsidiaries’ use of or occupancy of all initial improvements required or any portion of the premises demised by the Leased Real Property (e.g., the entire building or land and building or specified suites, units or portions of a building) (the “Demised Premises”) complies with all applicable codes and Laws relating to be performed use and occupancy, including all zoning codes and related rules and regulations and the codes and standards for building quality, fire protection and life safety promulgated by it under such Lease and the National Fire Association or a jurisdictional equivalent entity or any certificate of occupancy affecting all tenant improvements allowances have been paid to or any portion of the Demised Premises. Each of the Company and its Subsidiaries has in effect Permits necessary for it to legally occupy all or any of its Subsidiaries as tenant under such Lease. All insurance required to be maintained by the Company or any of its Subsidiaries under each portion of the Leases Demised Premises and to carry on its business as currently conducted and there has occurred no violation of, or default (with or without notice or lapse of time, or both) under, any such Permit or codes or Laws applicable to occupancy thereof. There is no event which is reasonably likely to result in full force and effectthe revocation, cancelation, non-renewal or adverse modification of any such Permit.

Properties. The Company (i) A description of each parcel of real property owned by DFBS or one a Subsidiary of DFBS is set forth in DFBS's Disclosure Letter. DFBS and each of its Subsidiaries (i) has good and marketable title to all real property owned by it (including any property acquired in a judicial foreclosure proceeding or by way of a deed in lieu of foreclosure or similar transfer), in each case free and clear of any Liens except (i) liens for taxes not yet due and payable and (ii) such easements, restrictions and encumbrances, if any, as are not material in character, amount or extent, and do not materially detract from the value, or materially interfere with the present use of the properties subject thereto or affected thereby. All real property and assets (A) reflected in the 2007 Balance Sheet as being owned by the Company or one fixtures of DFBS and each of its Subsidiaries are in a good state of maintenance and repair (normal wear and tear excepted), conform with all applicable ordinances, regulations and zoning laws and are considered by DFBS to be adequate for the current business of DFBS and its Subsidiaries. To the knowledge of DFBS, none of the buildings, structures or other than improvements located on its real property encroaches upon or over any such properties adjoining parcel or assets sold real estate or disposed any easement or right-of-way. (ii) DFBS and each of since such date in the ordinary course of business consistent with past practice) or (B) acquired after January 31, 2007 which are material its Subsidiaries has good and marketable title to the Company's business on a consolidated basisall tangible personal property owned by it, free and clear of all LiensLiens except such encumbrances, if any, as are not material in character, amount or extent, and do not materially detract from the value, or materially interfere with the present use of the properties subject thereto or affected thereby. Except as With respect to personal property used in the business of DFBS and its Subsidiaries that is leased rather than owned, neither DFBS nor any of its Subsidiaries is in default in any material respect under the terms of any such lease. (iii) A description of all real property leased by DFBS or a Subsidiary of DFBS is set forth in Section 3.01(l) of the Company DFBS's Disclosure Schedule, the Company or one of its Subsidiaries has good and valid leasehold interests in all real property leases, subleases and occupancy agreements Letter. Each lease pursuant to which the Company DFBS or any of its Subsidiaries as lessee, leases real or personal property, is a party (the "Leases") valid and is in sole possession of the properties purported to be leased thereunder. Except as set forth in Section 3.01(l) of the Company Disclosure Schedule, each Lease is in full force and effect and constitutes a legal, valid and binding obligation of, and is legally enforceable against, the respective parties thereto. Except as set forth in Section 3.01(l) of the Company Disclosure Schedule, there is no uncured breach, and no default exists, on the part of landlord under any of the Leases, and the Company has no knowledge of breach or default or any event, condition or state of facts, which with the giving of notice or the passage of time, or both, would constitute a breach or default by the Company or neither DFBS nor any of its Subsidiaries under Subsidiaries, nor, to DFBS's knowledge, any Lease. There other party to any such lease, is no suit, action, arbitration in default or other proceeding with respect to the Leases or the premises leased under the Leases. Neither the Company nor or any of its Subsidiaries has received notice and does not otherwise have knowledge in violation of any pending, threatened or contemplated condemnation proceeding affecting any premises owned or leased by the Company or any of its Subsidiaries or any part thereof or of any sale or other disposition material provisions of any such owned or leased premises or any part thereof in lieu of condemnation. The real property leased to the Company or any of its Subsidiaries under the Leases encompasses all real property used by the Company and its Subsidiaries, and neither the Company nor or any of its Subsidiaries owns any real property and does not have any options to purchase real property. The landlord under each of the Leases has performed all initial improvements required to be performed by it under such Lease and all tenant improvements allowances have been paid to the Company or any of its Subsidiaries as tenant under such Lease. All insurance required to be maintained by the Company or any of its Subsidiaries under each of the Leases is in full force and effectlease.

Properties. (a) The Company does not own, and, to the knowledge of the Company, has never owned, any real property and does not hold any option to acquire any real property. Except individually or one of its Subsidiaries (i) has good and marketable title to all the properties and assets (A) reflected in the 2007 Balance Sheet aggregate, as being owned by has not had, and would not reasonably be expected to have, a Material Adverse Effect, the Company or one or more of its Subsidiaries is the lessee of all leasehold estates reflected in the unaudited balance sheet of the Company as at September 30, 2009 included in the Company SEC Documents or acquired after the date thereof (other than any such properties except for leases that have expired by their terms since the date thereof or assets sold been assigned, terminated or otherwise disposed of since such date in the ordinary course of business consistent with past practice) or (B) acquired after January 31, 2007 which are material to the Company's business on a consolidated basis, free and clear of all Liens. Except as set forth in Section 3.01(l) of the Company Disclosure Schedule, the Company or one of its Subsidiaries has good and valid leasehold interests in all real property leases, subleases and occupancy agreements to which the Company or any of its Subsidiaries is a party (the "Leases") and is in sole possession of the properties purported to be leased thereunder. Except as set forth in Section 3.01(l) of the Company Disclosure Schedule, each Lease is in full force and effect and constitutes a legal, valid and binding obligation of, and is legally enforceable against, the respective parties thereto. Except as set forth in Section 3.01(l) of the Company Disclosure Schedule, there is no uncured breach, and no default exists, on the part of landlord under any of the Leases, and the Company has no knowledge of breach or default or any event, condition or state of facts, which with the giving of notice or the passage of time, or both, would constitute a breach or default by the Company or any of its Subsidiaries under any Lease. There is no suit, action, arbitration or other proceeding with respect to the Leases or the premises leased under the Leases. Neither the Company nor or any of its Subsidiaries has received notice and does not otherwise have knowledge of any pending, threatened or contemplated condemnation proceeding affecting any premises owned or leased by the Company or any of its Subsidiaries or any part thereof or of any sale or other disposition of any each such owned or leased premises or any part thereof in lieu of condemnation. The real property leased to the Company or any of its Subsidiaries under the Leases encompasses all real property used by the Company and its Subsidiaries, and neither the Company nor or any of its Subsidiaries owns any real property and does not have any options to purchase real property. The landlord under each of the Leases has performed all initial improvements required to be performed by it under such Lease and all tenant improvements allowances have been paid to the Company or any of its Subsidiaries as tenant under such Lease. All insurance required to be maintained by the Company or any of its Subsidiaries under each of the Leases lease is in full force and effect, and is valid without default (including any event which with notice or lapse of time or both would become a default) thereunder by the lessee or to the knowledge of Company, the lessor. No notices of default under any such lease have been received by any Acquired Company that have not been resolved. (b) Section 4.17(b) of the Company Disclosure Letter sets forth a true, correct and complete list of all leases, subleases, modifications, amendments, waivers, side letters, guaranties and other agreements relating 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 (the “Real Property Leases,” each real property leased under a Real Property Lease referred to as a “Real Property”). The Company has provided or made available to Parent true, correct and complete copies of all Real Property Leases. Each Real Property Lease is valid, binding and in full force and effect, and all rent and other sums and charges payable by any Acquired Company as tenants thereunder are current in all material respects. 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 material real property leased by it free and clear of all Liens, except (i) statutory ad valorem and real estate and other Liens for Taxes not yet due and payable or the amount or validity of which is being contested in good faith pursuant to appropriate proceedings, (ii) mechanic’s, warehousemen’s, materialmen’s, landlord’s, or similar Liens securing obligations incurred in the ordinary course of business that are not yet due and payable; (iii) encumbrances on real property in the nature of zoning restrictions, easements, rights of way, encroachments, restrictive covenants, and other similar rights or restrictions that were not incurred in connection with the borrowing of money or the obtaining of advances or credit and that do not, individually or in the aggregate, materially detract from the value the properties subject thereto or affected thereby or materially impair present business operations at such properties; (iv) existing Liens expressly disclosed in the Company’s consolidated balance sheet as at September 30, 2009 (or the notes thereto) included in the Company SEC Documents; and (v) Liens that do not materially detract from the value or materially interfere with the present use of the properties subject thereto or affected thereby (collectively, “Permitted Liens”). The leasehold estates and Real Property Leases described in Section 4.17(b) of the Company Disclosure Letter are sufficient to conduct the businesses of the Acquired Companies in all material respects as now conducted. (c) Except as disclosed in Section 4.17(c) of the Company Disclosure Letter, the improvements owned or leased by the Acquired Company and located on any parcel of Real Property in all material respects are structurally sound, are in good working order and repair and are free from defects, except for ordinary wear and tear. All such improvements and the occupancy, use and operation of such improvements conform in all material respects with all applicable zoning, building, fire and safety Laws, and none of the Company or its Subsidiaries has received written notice of noncompliance with any such Laws.

Properties. The Company (i) A list and description of all real property owned or one leased by SSE or a Subsidiary of SSE is set forth in SSE’s Disclosure Letter. SSE and each of its Subsidiaries (i) has good and marketable title to all real property owned by it (including any property acquired in a judicial foreclosure proceeding or by way of a deed in lieu of foreclosure or similar transfer), in each case free and clear of any Liens except (i) liens for Taxes not yet due and payable and (ii) such easements, restrictions and encumbrances, if any, as are not material in character, amount or extent, and do not materially detract from the value, or materially interfere with the present use of the properties and assets (A) reflected in the 2007 Balance Sheet as being owned by the Company subject thereto or one affected thereby. Each lease pursuant to which SSE or any of its Subsidiaries (as lessee, leases real or personal property is valid and in full force and effect and neither SSE nor any of its Subsidiaries, nor, to SSE’s knowledge, any other than party to any such properties lease, is in default or assets sold in violation of any material provisions of any such lease. Attached as an exhibit to SSE’s Disclosure Letter is a complete and correct copy of each such real property lease and personal property lease. All real property owned or disposed leased by SSE or any of since such date its Subsidiaries are in all material respects in a good state of maintenance and repair (normal wear and tear excepted), conform with all applicable ordinances, regulations and zoning laws and are considered by SSE to be adequate for the ordinary course current business of business consistent with past practiceSSE and its Subsidiaries. To the knowledge of SSE, none of the buildings, structures or other improvements located on any real property owned or leased by SSE or any of its Subsidiaries encroaches upon or over any adjoining parcel or real estate or any easement or right-of-way. (ii) or (B) acquired after January 31, 2007 which are material SSE and each of its Subsidiaries has good and marketable title to the Company's business on a consolidated basisall tangible personal property owned by it, free and clear of all Liens except such Liens. Except as set forth , if any, that are not material in Section 3.01(l) character, amount or extent, and that do not materially detract from the value, or materially interfere with the present use of the Company Disclosure Schedule, properties subject thereto or affected thereby. With respect to personal property used in the Company or one business of SSE and its Subsidiaries has good and valid leasehold interests in all real property leasesthat is leased rather than owned, subleases and occupancy agreements to which the Company or neither SSE nor any of its Subsidiaries is a party (the "Leases") and is in sole possession of the properties purported to be leased thereunder. Except as set forth in Section 3.01(l) of the Company Disclosure Schedule, each Lease is in full force and effect and constitutes a legal, valid and binding obligation of, and is legally enforceable against, the respective parties thereto. Except as set forth in Section 3.01(l) of the Company Disclosure Schedule, there is no uncured breach, and no default exists, on the part of landlord under any of the Leases, and the Company has no knowledge of breach or default or any event, condition or state of facts, which with the giving of notice or the passage of time, or both, would constitute a breach or default by the Company or any of its Subsidiaries under any Lease. There is no suit, action, arbitration or other proceeding with respect to the Leases or the premises leased under the Leases. Neither the Company nor or any of its Subsidiaries has received notice and does not otherwise have knowledge of any pending, threatened or contemplated condemnation proceeding affecting any premises owned or leased by the Company or any of its Subsidiaries or any part thereof or of any sale or other disposition terms of any such owned or leased premises or any part thereof in lieu of condemnation. The real property leased to the Company or any of its Subsidiaries under the Leases encompasses all real property used by the Company and its Subsidiaries, and neither the Company nor or any of its Subsidiaries owns any real property and does not have any options to purchase real property. The landlord under each of the Leases has performed all initial improvements required to be performed by it under such Lease and all tenant improvements allowances have been paid to the Company or any of its Subsidiaries as tenant under such Lease. All insurance required to be maintained by the Company or any of its Subsidiaries under each of the Leases is in full force and effectlease.

Properties. (a) The Company or one of its Subsidiaries (i) has good and marketable title to all the properties and assets (A) reflected in the 2007 Balance Sheet as being owned by the Company or one of its Subsidiaries (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 January 31, 2007 which are material to the Company's business on a consolidated basis, free and clear of all Liens. Except as set forth in Section 3.01(l) of the Company Disclosure Schedule, the Company or one each of its Subsidiaries has good and valid leasehold interests title to, or otherwise has the right to use pursuant to a valid and enforceable lease, license or similar contractual arrangement, all of its assets (real and personal, tangible and intangible), and such assets are all of the assets used in all real property leases, subleases and occupancy agreements to which required in connection with the operation of the business of the Company or any of and its Subsidiaries is a party as currently conducted. (the "Leases"b) and is in sole possession of the properties purported to be leased thereunder. Except as set forth in Section 3.01(l4.14(b) of the Company Disclosure Schedule, each Lease is in full force and effect and constitutes a legal, valid and binding obligation of, and is legally enforceable against, the respective parties thereto. Except as set forth in Section 3.01(l) Schedule identifies all of the Company Disclosure Schedule, there is no uncured breach, real estate leases and no default exists, on subleases for the part of landlord under any of the Leases, and the Company has no knowledge of breach real property used or default or any event, condition or state of facts, which with the giving of notice or the passage of time, or both, would constitute a breach or default occupied by the Company or any of its Subsidiaries (the “Leases”). Each of the Leases is valid, binding and in full force and effect, and is enforceable against the Company or its Subsidiary that is a party to such Lease and each other party thereto in accordance with its terms, except as such enforcement may be limited by (i) the effect of bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium or other laws affecting or relating to the rights of creditors generally, or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in equity or at law. There exists no default or condition, or any state of facts or event that with the passage of time or giving of notice would constitute a default, in the performance by the Company or its Subsidiaries or Affiliates of their respective obligations under any Lease. There is no suitof the Leases or, action, arbitration or other proceeding with respect to the Leases or Knowledge of the premises leased under Company, by any other party to any of the Leases. Neither None of the Company nor or its Affiliates has received any written or, to the Knowledge of the Company, oral communication from the landlord or lessor under any of its Subsidiaries has received notice and does not otherwise have knowledge of any pending, threatened or contemplated condemnation proceeding affecting any premises owned or leased by the Leases claiming that the Company or any of its Subsidiaries or any part thereof or Affiliates is in breach of any sale or other disposition its obligations under the respective Leases. (c) Section 4.14(c) of any such owned or leased premises or any part thereof in lieu the Company Disclosure Schedule sets forth each parcel of condemnation. The real property leased to property, including the owner thereof, which the Company or any of its Subsidiaries under owns (the Leases encompasses all real property used by “Owned Real Property”). Each of the Company and its Subsidiaries, as applicable, has good and neither valid fee simple title to the Owned Real Property. Each Owned Real Property is free and clear of all Encumbrances (except for Permitted Encumbrances). Neither the Company nor or any of its Subsidiaries owns have entered into any real property and does not have any options leases, arrangements, licenses or other agreements pursuant to purchase real property. The landlord under each of the Leases has performed all initial improvements required to be performed by it under such Lease and all tenant improvements allowances have been paid to which the Company or any of its Subsidiaries as tenant under such Leasehave contracted to sell or lease all or any portion of the Owned Real Property to a third party. All insurance required to be maintained by To the Knowledge of the Company, there are neither any actual nor threatened in writing, condemnation or eminent domain proceedings that affect the Owned Real Property or any part thereof, and the Company or any of and its Subsidiaries under each have not received any notice of the Leases is in full force and effectsuch condemnation or eminent domain proceedings from any Governmental Authority.

Properties. (a) Neither the Company nor any of its Subsidiaries owns any real property. (b) Section 3.14(b) of the Company Disclosure Letter contains a true and complete list of all material real property leased or subleased (whether as tenant or subtenant) by the Company or any Subsidiary (including the improvements thereon, the “Leased Real Property”). The Leased Real Property constitutes all of the real property utilized in connection with the Company Business or the business of any of the Subsidiaries. (c) The Company or one of its Subsidiaries (i) has good and marketable title to valid leasehold estates in all the properties and assets (A) reflected in the 2007 Balance Sheet as being owned by the Company or one of its Subsidiaries (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 January 31Leased Real Property, 2007 which are material to the Company's business on a consolidated basis, each free and clear of all LiensEncumbrances, except Permitted Encumbrances. Except as set forth in Section 3.01(l) of the Company Disclosure Schedule, the The Company or one of its Subsidiaries has good exclusive possession of each Leased Real Property, other than any use and valid leasehold interests in all occupancy rights granted to third-party owners, tenants or licensees pursuant to agreements with respect to such real property leasesentered in the ordinary course of business, subleases true, correct and occupancy agreements complete copies of which have been provided to which the Company or any of its Subsidiaries is a party Parent. (the "Leases"d) and is in sole possession of the properties purported to be leased thereunder. Except as set forth in Section 3.01(l) of the Company Disclosure Schedule, each Each Lease is in full force and effect and constitutes a legal, is valid and binding obligation ofenforceable in accordance with its terms, except that (i) 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 is legally enforceable against, (ii) the respective parties thereto. Except as set forth in Section 3.01(l) remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the Company Disclosure Schedule, there court before which any proceeding therefor may be brought. There is no uncured breachmaterial default under any Lease either by the Company or any of its Subsidiaries or, to the Knowledge of the Company, by any other party thereto, and no default existsevent has occurred that, on with the part lapse of landlord under any of the Leases, and the Company has no knowledge of breach time or default or any event, condition or state of facts, which with the giving of notice or the passage of time, or both, would constitute a breach or material default by the Company or any of its Subsidiaries under any Lease. There is no suit, action, arbitration or other proceeding with respect to the Leases or the premises leased under the Leasesthereunder. Neither the Company nor or any of its Subsidiaries has received notice and does not otherwise have knowledge of assigned (collaterally or otherwise) or granted any pending, threatened or contemplated condemnation proceeding affecting other security interest in any premises owned or leased by the Company or any of its Subsidiaries or any part thereof or of any sale or other disposition of any such owned or leased premises or any part thereof in lieu of condemnation. The real property leased to the Company or any of its Subsidiaries under the Leases encompasses all real property used by the Company and its Subsidiaries, and neither the Company nor or any of its Subsidiaries owns any real property and does not have any options to purchase real property. The landlord under each of the Leases has performed all initial improvements required to be performed by it under such Lease and all tenant improvements allowances have been paid to the Company or any of its Subsidiaries as tenant under such Lease. All insurance required to be maintained by interest therein. (e) To the Company or any of its Subsidiaries under each Knowledge of the Leases is Company, there are no pending or threatened condemnation or eminent domain proceedings that affect any Leased Real Property. The Company has not received any written notice of the intention of any Governmental Entity or other Person to take any Leased Real Property. (f) The Company and each Subsidiary has good title to, or a valid and binding leasehold interest in, all of the material personal property owned or used by it, in full force each case free and effectclear of all Encumbrances other than Permitted Encumbrances.

Properties. (i) A list of all real property owned or leased by the Company or a Subsidiary of the Company is set forth in Section 3.2(s) of the Company’s Disclosure Letter. The Company or one and each of its Subsidiaries (i) has good and marketable title to all the properties and assets (A) reflected in the 2007 Balance Sheet as being real property owned by the Company it (including any property acquired in a judicial foreclosure proceeding or one by way of its Subsidiaries (other than any such properties a deed in lieu of foreclosure or assets sold or disposed of since such date similar transfer), in the ordinary course of business consistent with past practice) or (B) acquired after January 31, 2007 which are material to the Company's business on a consolidated basis, each case free and clear of all Liens. Except any Liens except (A) liens for Taxes not yet due and payable or that are being contested in good faith by appropriate proceedings and (B) such easements, restrictions and encumbrances, if any, as set forth are not material in Section 3.01(l) character, amount or extent, and do not materially detract from the value, or materially interfere with the present use of the Company Disclosure Schedule, the Company properties subject thereto or one of its Subsidiaries has good and valid leasehold interests in all real property leases, subleases and occupancy agreements affected thereby. Each lease pursuant to which the Company or any of its Subsidiaries Subsidiaries, as lessee, leases real or personal property is a party (the "Leases") valid and is in sole possession of the properties purported to be leased thereunder. Except as set forth in Section 3.01(l) of the Company Disclosure Schedule, each Lease is in full force and effect and constitutes a legal, valid and binding obligation of, and is legally enforceable against, the respective parties thereto. Except as set forth in Section 3.01(l) of to the Company Disclosure Schedule, there is no uncured breach, and no default exists, on the part of landlord under any of the Leases, and the Company has no knowledge of breach or default or any event, condition or state of facts, which with the giving of notice or the passage of time, or both, would constitute a breach or default by Subsidiaries and neither the Company or nor any of its Subsidiaries under any Lease. There is no suitSubsidiaries, actionnor, arbitration or other proceeding with respect to the Leases Company’s Knowledge, any other party to any such lease, is in default or the premises leased under the Leases. Neither the Company nor or any of its Subsidiaries has received notice and does not otherwise have knowledge in violation of any pending, threatened or contemplated condemnation proceeding affecting material provisions of any premises such lease. The Company has previously made available to Purchaser a complete and correct copy of each such lease. All real property owned or leased by the Company or any of its Subsidiaries or any part thereof or are in all material respects in a good state of any sale or other disposition of any such owned or leased premises or any part thereof maintenance and repair (normal wear and tear excepted), conform in lieu of condemnation. The real property leased to all material respects with all applicable ordinances, regulations and zoning laws and are considered by the Company or any to be adequate for the current business of its Subsidiaries under the Leases encompasses all real property used by the Company and its Subsidiaries. To the Knowledge of the Company, and neither none of the Company nor buildings, structures or any of its Subsidiaries owns other improvements located on any real property and does not have any options to purchase real property. The landlord under each of the Leases has performed all initial improvements required to be performed by it under such Lease and all tenant improvements allowances have been paid to the Company owned or any of its Subsidiaries as tenant under such Lease. All insurance required to be maintained leased by the Company or any of its Subsidiaries under encroach upon or over any adjoining parcel or real estate or any easement or right- of-way. (ii) The Company and each of its Subsidiaries has good and marketable title to all tangible personal property owned by it, free and clear of all Liens except such Liens, if any, that are not material in character, amount or extent, and that do not materially detract from the Leases is in full force and effectvalue, or materially interfere with the present use of the properties subject thereto or affected thereby.

Properties. The (a) Neither the Company or one nor any of its Subsidiaries owns any real property. (ib) has The Company and its Subsidiaries have a good and marketable title to valid leasehold (or, as applicable, license or other) interest in all the properties leases, subleases and assets (A) reflected in the 2007 Balance Sheet as being owned by other agreements under which the Company or one of 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 than any agreement, the “Leased Real Property” and such properties or assets sold or disposed of since such date leases, subleases and other agreements are, collectively, the “Real Property Leases”), in the ordinary course of business consistent with past practice) or (B) acquired after January 31, 2007 which are material to the Company's business on a consolidated basiseach case, free and clear of all Liens other than any Permitted Liens. Except as set forth in Section 3.01(l4.23(b) of the Company Disclosure ScheduleLetter sets forth a true, correct and complete list of all Leased Real Property as of the date of this Agreement. 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 one of its Subsidiaries has good and valid leasehold interests in all real property leasesSubsidiary that is party thereto and, subleases and occupancy agreements to which the Company or any of its Subsidiaries is a party (the "Leases") and is in sole possession knowledge of the properties purported to be leased thereunder. Except as set forth in Section 3.01(l) Company, of the Company Disclosure Scheduleeach other party thereto, each Lease and is in full force and effect effect, subject to the Bankruptcy and constitutes a legalEquity Exception, valid and binding obligation of, and is legally enforceable against, the respective parties thereto. Except as set forth in Section 3.01(l(ii) of the Company Disclosure Schedule, there is no uncured breach, and no default exists, on the part of the Company or its Subsidiaries or the landlord thereunder, exists under any of the Leasessuch Real Property Lease, and the Company has (iii) no knowledge of breach or default or any eventCircumstance exists which, condition or state of facts, which with the giving of notice or notice, the passage of time, or both, would constitute a breach or default by the Company or any of its Subsidiaries under any such Real Property Lease. There is no suit, action, arbitration or other proceeding with respect to the Leases or the premises leased under the Leases. Neither the Company nor or any of its Subsidiaries has received any written notice and does not of the intention of any other party to a Real Property Lease to terminate for default, convenience or otherwise have any Real Property Lease, nor is any such party, to the knowledge of any pendingthe Company, threatened or contemplated condemnation proceeding affecting any premises owned or leased by threatening to do so. Neither the Company or nor any of its Subsidiaries are currently subleasing, licensing or otherwise granting any Person any right to use or occupy Leased Real Property. True, correct and complete copies of each Real Property Lease, any amendment thereto and any agreement between the landlord and tenant or any part thereof third party relating to or impacting the terms and provisions of any sale Real Property Lease, have been made available to Parent. (c) To the knowledge of the Company, no petition or other disposition application to rezone or otherwise alter or amend the land use regulations affecting the Leased Real Property is pending or threatened. Neither the Company nor any of its Subsidiaries has received any written notice of any such owned violation of Applicable Laws, including zoning and land use regulations affecting the Leased Real Property, and to the knowledge of the Company there are no present violations of applicable zoning and land use regulations affecting the Leased Real Property. Neither the Company nor any of its Subsidiaries has received written notice of any pending improvements, Liens or leased premises special assessments from any Governmental Authority to be made against the Leased Real Property for which the tenant under the Real Property Leases would be responsible. To the knowledge of the Company, there are no pending or threatened proceedings in eminent domain or condemnation against any part thereof in lieu of condemnation. The real property leased the Leased Real Property that are material to the Company or any of its Subsidiaries under the Leases encompasses all real property used by the Company and its Subsidiaries, and neither the Company nor or any of its Subsidiaries owns any real property and does not have any options to purchase real property. The landlord under each of the Leases has performed all initial improvements required to be performed by it under such Lease and all tenant improvements allowances have been paid to the Company or any of its Subsidiaries as tenant under such Lease. All insurance required to be maintained by the Company or any of its Subsidiaries under each of the Leases is in full force and effect.

Properties. The Company or one (i) Berkshire Hills Bancorp and each of its Subsidiaries (i) has good and marketable title to all real property owned by it (including any property acquired in a judicial foreclosure proceeding or by way of a deed in lieu of foreclosure or similar transfer), in each case free and clear of any Liens except (i) liens for taxes not yet due and payable and (ii) such easements, restrictions and encumbrances, if any, as are not material in character, amount or extent, and do not materially detract from the value, or materially interfere with the present use of the properties and assets (A) reflected in the 2007 Balance Sheet as being owned by the Company subject thereto or one affected thereby. Each lease pursuant to which Berkshire Hills Bancorp or any of its Subsidiaries (is lessee, leases real or personal property is valid and in full force and effect and neither Berkshire Hills Bancorp nor any of its Subsidiaries, nor, to Berkshire Hills Bancorp’s knowledge, any other than party to any such properties lease, is in default or assets sold in violation of any material provisions of any such lease. All real property owned or disposed leased by Berkshire Hills Bancorp or any of since such date its Subsidiaries are in a good state of maintenance and repair (normal wear and tear excepted), conform with all applicable ordinances, regulations and zoning laws and are considered by Berkshire Hills Bancorp to be adequate for the ordinary course current business of business consistent with past practiceBerkshire Hills Bancorp and its Subsidiaries. To the knowledge of Berkshire Hills Bancorp, none of the buildings, structures or other improvements located on any real property owned or leased by Berkshire Hills Bancorp or any of its Subsidiaries encroaches upon or over any adjoining parcel or real estate or any easement or right-of-way. (ii) or (B) acquired after January 31, 2007 which are material Berkshire Hills Bancorp and each of its Subsidiaries has good and marketable title to the Company's business on a consolidated basisall tangible personal property owned by it, free and clear of all Liens except such Liens. Except , if any, as set forth are not material in Section 3.01(l) character, amount or extent, and do not materially detract from the value, or materially interfere with the present use of the Company Disclosure Schedule, properties subject thereto or affected thereby. With respect to personal property used in the Company or one business of Berkshire Hills Bancorp and its Subsidiaries has good and valid leasehold interests in all real property leasesthat is leased rather than owned, subleases and occupancy agreements to which the Company or neither Berkshire Hills Bancorp nor any of its Subsidiaries is a party (the "Leases") and is in sole possession of the properties purported to be leased thereunder. Except as set forth in Section 3.01(l) of the Company Disclosure Schedule, each Lease is in full force and effect and constitutes a legal, valid and binding obligation of, and is legally enforceable against, the respective parties thereto. Except as set forth in Section 3.01(l) of the Company Disclosure Schedule, there is no uncured breach, and no default exists, on the part of landlord under any of the Leases, and the Company has no knowledge of breach or default or any event, condition or state of facts, which with the giving of notice or the passage of time, or both, would constitute a breach or default by the Company or any of its Subsidiaries under any Lease. There is no suit, action, arbitration or other proceeding with respect to the Leases or the premises leased under the Leases. Neither the Company nor or any of its Subsidiaries has received notice and does not otherwise have knowledge of any pending, threatened or contemplated condemnation proceeding affecting any premises owned or leased by the Company or any of its Subsidiaries or any part thereof or of any sale or other disposition terms of any such owned or leased premises or any part thereof in lieu of condemnation. The real property leased to the Company or any of its Subsidiaries under the Leases encompasses all real property used by the Company and its Subsidiaries, and neither the Company nor or any of its Subsidiaries owns any real property and does not have any options to purchase real property. The landlord under each of the Leases has performed all initial improvements required to be performed by it under such Lease and all tenant improvements allowances have been paid to the Company or any of its Subsidiaries as tenant under such Lease. All insurance required to be maintained by the Company or any of its Subsidiaries under each of the Leases is in full force and effectlease.

Properties. The (a) Neither the Company or one nor any of its Subsidiaries (i) has good and marketable title to all the properties and assets (A) reflected in the 2007 Balance Sheet as being owned by the Company or one of its Subsidiaries (other than owns 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 January 31, 2007 which are material to the Company's business on a consolidated basis, free and clear of all Liensreal property. Except as set forth in Section 3.01(l4.14(a) of the Company Disclosure Schedule, the Company or one Letter sets forth a true and complete list of its Subsidiaries has good and valid leasehold interests in all material leased real property leases, subleases and occupancy agreements to which the Company or any of its Subsidiaries is a party (the "Leases") and is in sole possession tenant, subtenant, occupant or sublessor as of the properties purported date of this Agreement (“Leased Real Property”). Each lease, sublease or other occupancy agreement with respect to be leased thereunderthe Leased Real Property (each a “Real Property Lease”) is valid and binding on the Company or its Subsidiary and enforceable in accordance with its terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity). (b) The Company has made available to Parent prior to the date of this Agreement true and complete copies of each Real Property Lease. Except as set forth would not have, individually or in Section 3.01(l) the aggregate, a Material Adverse Effect, none of the Company Disclosure ScheduleCompany, each Lease is in full force and effect and constitutes a legalany of its Subsidiaries nor, valid and binding obligation of, and is legally enforceable against, to the respective parties thereto. Except as set forth in Section 3.01(l) knowledge of the Company Disclosure ScheduleCompany, there is no uncured breach, and no default exists, on the part of landlord under any of the Leasesother parties thereto, and is in breach of or default under any Real Property Lease and, to the Company has no knowledge of breach or default or any eventthe Company, condition no circumstances or state of factsfacts presently exists which, which with the giving of notice or the passage of time, or both, would constitute a breach or default by under any Real Property Lease. The Company and its Subsidiaries are not parties to any written or oral sublease, license, occupancy agreement or other Contract of any kind that grants to any other Person the right to use or occupy any Leased Real Property. Except as would not have, individually or in the aggregate, a Material Adverse Effect, the Company or any of and its Subsidiaries under have not received written notice of any Lease. There pending and, to the knowledge of the Company, there is no suitpending or threatened condemnation, actioneminent domain, arbitration taking or other proceeding with respect to the Leases or the premises leased under the Leases. Neither the Company nor or any of its Subsidiaries has received notice and does not otherwise have knowledge of any pending, threatened or contemplated condemnation similar proceeding affecting any premises Leased Real Property or any portion thereof. (c) The Company and its Subsidiaries have good, valid and marketable title to, or leases and have a valid leasehold interest in, all of the assets, properties, fixtures, equipment (and components thereof) and interests in properties (tangible or intangible) reflected as being owned or leased by the Company or any of its Subsidiaries or any part thereof or of any sale or other disposition of any such owned or leased premises or any part thereof in lieu of condemnation. The real property leased to the Company or any of its Subsidiaries under in the Leases encompasses Company Balance Sheet or acquired after the Company Balance Sheet Date (including a valid leasehold interest in all real Leased Real Property), free and clear of all Liens, except (i) for Permitted Liens, (ii) for assets disposed of in the ordinary course of business consistent with past practice after the Company Balance Sheet Date and (iii) as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, such assets, properties, fixtures, equipment (and components thereof) and interests in properties (tangible and intangible) include all assets, properties and interests in properties (tangible and intangible) necessary to enable the Company and its Subsidiaries to carry on their respective businesses as presently conducted. All tangible personal property used by the Company and its Subsidiaries, and neither the Company nor or any of its Subsidiaries owns any real property and does not have any options to purchase real property. The landlord under each in the operation of the Leases has performed all initial improvements required to be performed by it under such Lease and all tenant improvements allowances have been paid to the Company or any of its Subsidiaries as tenant under such Lease. All insurance required to be maintained by the Company or any of its Subsidiaries under each of the Leases their respective business is in full force reasonably good condition and effectrepair, subject to reasonable wear and tear considering the age and ordinary course of use of such property.

Properties. The (a) Section 4.17(a)(i) of the Company Disclosure Letter sets forth a true, correct and complete list of the address and common name of each Company Property as of the date of this Agreement and identifies each such Company Property under which Company or one any Company Subsidiary is a lessee or sublessee, including any other real property in which Company or any Company Subsidiary holds any air rights. Section 4.17(a)(i) of its the Company Disclosure Letter sets forth a true, correct and complete list of the real property that, as of the date of this Agreement, is under contract to be purchased by Company or a Company Subsidiary after the date of this Agreement or that is required under a binding contract to be leased or subleased by Company or a Company Subsidiary as lessee or sublessee after the date of this Agreement. Except for any pending acquisitions under contract disclosed on Section 6.1 of the Company Disclosure Letter, there are no real properties that either Company or any Company Subsidiary is obligated to buy, lease or sublease at some future date. (b) Either Company or a Company Subsidiary 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 leasehold title (as applicable) or air rights to each of the Company Properties, in each case, free and clear of Liens, except for Company Permitted Liens none of which Company Permitted Liens are or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (c) Neither Company nor any of the Company Subsidiaries has received (i) has good written notice that any certificate, permit or license from any Governmental Authority having jurisdiction over any of the Company Properties or any agreement, easement or other right of an unlimited duration that is necessary to permit the lawful use and marketable title operation of the buildings and improvements on any of the Company 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 properties Company Properties is not in full force and assets effect as of the date of this Agreement (A) reflected or of any pending written threat of modification or cancellation of any of same), except for such failures to be in full force and effect that, individually or in the 2007 Balance Sheet as being owned by aggregate, would not reasonably be expected to have a Company Material Adverse Effect, or (ii) written notice of any uncured violation of any Laws affecting any of the Company Properties which, individually or one in the aggregate, has had or would reasonably be expected to have a Company Material Adverse Effect. (d) No certificate, variance, permit or license from any Governmental Authority having jurisdiction over any of its Subsidiaries (the Company Properties or any agreement, easement or other than right that is necessary to permit the current use and operation of the buildings and improvements on any of the Company Properties as currently used and operated 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 Company Properties has failed to be obtained or is not in full force and effect, and neither Company nor any Company Subsidiary has received written notice of any outstanding threat of modification or cancellation of any such properties certificate, variance, permit or assets sold license, except for any of the foregoing as, individually or disposed in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. (e) Except as listed on Section 4.17(e) of the Company Disclosure Letter, since such date November 1, 2020, neither Company nor any Company Subsidiary has received any written notice to the effect that (i) any condemnation, eminent domain or similar proceedings or material rezoning proceedings is pending or, to Company’s Knowledge, threatened, with respect to any material portion of any of the Company Properties; (ii) any Laws, including any zoning regulation or ordinance (including with respect to parking), Board of Fire Underwriters rules, building, fire, health or other Law have been violated for any Company Property, which violation or any enforcement action related thereto would prevent the Company Property and any associated improvements from continuing to be operated in the ordinary course of business consistent with past practice) business; or (Biii) acquired after January 31any default under any agreement evidencing any Lien or other agreement affecting the Company Properties, 2007 except for defaults which are would not reasonably be expected to be material to Company and the Company's business Company Subsidiaries, taken as a whole. (f) Except for discrepancies, errors or omissions that, individually or in the aggregate, are not or would not reasonably be expected to be material to Company and the Company Subsidiaries, taken as a whole, the rent rolls for each of the Company Properties, as of April 30, 2023, which rent rolls have previously been made available by or on behalf of Company or any Company Subsidiary to Parent (including an indication of whether any Company Property is subject to net leases), are true and correct in all respects and (i) correctly reference each lease or sublease that was in effect as of April 30, 2023, and to which Company or a consolidated basisCompany Subsidiary is a party as lessor or sublessor with respect to each of the Company Properties and (ii) identify the rent payable under the Company Leases as of such date. Company or a Company Subsidiary has received all security deposits required by the applicable Company Lease other than immaterial deficiencies, free and clear such security deposits have been held and applied in all material respects in accordance with Law and the applicable Company Leases. (g) True, correct and complete (in all material respects) copies of all Liensground leases with respect to the Company Properties where Company or any Company Subsidiary is the lessee or sublessee, in each case in effect as of the date hereof, have been made available to Parent. Except as set forth would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect or as disclosed on Section 3.01(l4.17(g) of the Company Disclosure ScheduleLetter, (i) neither Company nor any Company Subsidiary is and, to the Knowledge of Company, no other party is in breach or violation of, or default under, any of the (x) ground leases with respect to the Company or one of its Subsidiaries has good and valid leasehold interests in all real property leases, subleases and occupancy agreements to which the Properties where Company or any Company Subsidiary is the lessee or sublessee and (y) Company Leases for real property in excess of its Subsidiaries is a party 20,000 square feet (excluding solar project rooftop leases with annual rent of less than $100,000) (the "“Material Company Leases"”), (ii) no event has occurred that would result in a breach or violation of, or a default under, any Material Company Lease by Company or any Company Subsidiary, or, to the Knowledge of Company, any other party thereto (in each case, with or without notice or lapse of time) and no tenant under a Material Company Lease is in sole possession of the properties purported to be leased thereunder. Except as set forth monetary default under such Material Company Lease, and (iii) each Material Company Lease is valid, binding and enforceable in Section 3.01(l) of the Company Disclosure Schedule, each Lease accordance with its terms and is in full force and effect and constitutes with respect to Company or a legalCompany Subsidiary and, valid and binding obligation ofto the Knowledge of Company, and is legally enforceable against, with respect to the respective other 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). (h) As of the date of this Agreement, no material purchase option has been exercised under any Company Lease for which the purchase has not closed prior to the date of this Agreement. (i) Except for Company Permitted Liens, as set forth in Company Leases, joint venture agreements and title documents provided to Parent prior to the date hereof, as set forth on Section 3.01(l4.17(i) of the Company Disclosure ScheduleLetter or as individually or in the aggregate would not reasonably be expected to have a Company Material Adverse Effect (i) there are no unexpired option to purchase agreements, there is no uncured breachrights of first refusal or first offer or any other rights to purchase or otherwise acquire any Company Property or any portion thereof, and (ii) there are no default existsother outstanding rights or agreements to enter into any contract for sale, ground lease or letter of intent to sell or ground lease any Company Property or any portion thereof that is owned by any Company Subsidiary, which, in each case, is in favor of any party other than Company or a Company Subsidiary (a “Company Third Party”). (j) Except as set forth on the part of landlord under any Section 4.17(j) of the LeasesCompany Disclosure Letter, and the pursuant to a Company has no knowledge of breach or default Lease, or any eventground lease affecting any Company Property, condition or state of facts, neither Company nor any Company Subsidiary is a party to any agreement pursuant to which with the giving of notice or the passage of time, or both, would constitute a breach or default by the Company or any Company Subsidiary manages or manages the development of any real property for any Company Third Party. (k) Except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect, each of the Company Properties has sufficient direct or indirect access to and from publicly dedicated streets for its Subsidiaries under current use and operation, without any Lease. There is no suitconstraints that materially interfere with the normal use, actionoccupancy and operation thereof. (l) Except as would not, arbitration individually or other proceeding in the aggregate, materially impair the value of the applicable Company Property or to the extent that the continued use and operation of the applicable Company Property would not have a material adverse impact on Company, Company and each Company Subsidiary, as applicable, are in possession of title insurance policies or, to the Knowledge of the Company, valid marked-up title commitments evidencing title insurance with respect to each Company Property (each, a “Company Title Insurance Policy”). Since November 1, 2020, no written claim has been made against any Company Title Insurance Policy that would be material to any Company Property. No written claim has been made against any Company Title Insurance Policy that remains outstanding as of the Leases date hereof. (m) Company and any Company Subsidiaries have good and valid title to, or a valid and enforceable leasehold interest in, or other right to use, all material personal property owned, used or held for use by them as of the premises leased under date of this Agreement (other than property owned by tenants and used or held in connection with the Leasesapplicable tenancy) except as individually or in the aggregate has not had and would not reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor None of Company’s or any Company Subsidiaries’ ownership of its Subsidiaries has received notice and does not otherwise have knowledge of any pending, threatened or contemplated condemnation proceeding affecting any premises owned or leased by the Company or any of its Subsidiaries or any part thereof or of any sale or other disposition of leasehold interest in any such owned or leased premises or personal property is subject to any part thereof in lieu of condemnation. The real property leased Liens, except for Company Permitted Liens and Liens that have not and would not reasonably be expected to the have a Company or any of its Subsidiaries under the Leases encompasses all real property used by the Company and its Subsidiaries, and neither the Company nor or any of its Subsidiaries owns any real property and does not have any options to purchase real property. The landlord under each of the Leases has performed all initial improvements required to be performed by it under such Lease and all tenant improvements allowances have been paid to the Company or any of its Subsidiaries as tenant under such Lease. All insurance required to be maintained by the Company or any of its Subsidiaries under each of the Leases is in full force and effectMaterial Adverse Effect.

Properties. The Company or one of its Subsidiaries (i) has good and marketable title to all the properties and assets (A) reflected in the 2007 Balance Sheet as being owned by the Company or one of its Subsidiaries (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 January 31, 2007 which are material to the Company's business on a consolidated basis, free and clear of all Liens. Except as set forth in Section 3.01(l3.7(a)(i) of the Company Disclosure Schedule, the Company or one Letter sets forth a list of its Subsidiaries has good and valid leasehold interests in all real property leases, subleases and occupancy agreements to which currently owned by the Company or any of its Subsidiaries is a party (the "Leases") “Owned Real Property”), the date of acquisition, and is in sole possession the approximate square footages of the properties purported to be leased thereunderland and all buildings situated thereon. Except as set forth in for the Owned Real Property currently owned by the Company or its Subsidiaries, neither the Company nor any of its Subsidiaries has ever owned any real property. Section 3.01(l3.7(a)(ii) of the Company Disclosure ScheduleLetter sets forth a list of all real property currently leased, licensed or subleased by the Company or any of its Subsidiaries or otherwise used or occupied by the Company or any of its Subsidiaries (the “Leased Real Property”), the name of the lessor, licensor, sublessor, master lessor and/or lessee and the date of the lease, license, sublease or other occupancy right and each Lease is amendment thereto. The Owned Real Property and the Leased Real Property shall be collectively referred to herein as the “Real Property”. All such current leases which are material to the Company and its Subsidiaries taken as a whole are in full force and effect and constitutes a legaleffect, are valid and binding obligation ofeffective in accordance with their respective terms, and is legally enforceable against, the respective parties thereto. Except as set forth in Section 3.01(l) of the Company Disclosure Schedule, there is no uncured breachnot, and no default exists, on the part of landlord under any of the Leasessuch leases, and the Company has no knowledge of breach or any existing default or any event, condition event of default (or state of facts, event which with the giving of notice or the passage lapse of time, or both, would constitute a breach or default default) by the Company or any of its Subsidiaries under any Lease. There is no suitSubsidiaries, actionor, arbitration or other proceeding with respect to the Leases Company’s Knowledge, by any other party thereto. The Company or its Subsidiaries currently occupies all of the premises leased under Real Property for the Leases. Neither the Company nor or any operation of its Subsidiaries has received notice and does not otherwise have knowledge of any pending, threatened or contemplated condemnation proceeding affecting any premises owned or leased by business. No parties other than the Company or any of its Subsidiaries or have a right to occupy any part thereof or of any sale or other disposition of any such owned or leased premises or any part thereof material Real Property, except for subleases described in lieu of condemnationthe Company Disclosure Letter pursuant to which third parties have the right to occupy Real Property. The real property leased Real Property and the physical assets of the Company and the Subsidiaries are, in all material respects, in good condition and repair and regularly maintained in accordance with standard industry practice and to the Company’s Knowledge the Real Property is in compliance, in all materials respects, with Legal Requirements. Neither the Company or nor any of its Subsidiaries will be required to incur any material cost or expense for any restoration or surrender obligations, or any other costs otherwise qualifying as asset retirement obligations under Financial Accounting Standards Board Statement of Financial Accounting Standard No. 143 “Accounting for Asset Retirement Obligations,” upon the Leases encompasses all real property used by expiration or earlier termination of any leases or other occupancy agreements for the Real Property. The Company and its Subsidiaries, and neither the Company nor or any each of its Subsidiaries owns any real property and does not have any options to purchase real property. The landlord under each of the Leases has performed all initial improvements required to be performed by it under such Lease and all tenant improvements allowances have been paid to the Company or any of its Subsidiaries as tenant obligations under any material termination agreements pursuant to which it has terminated any leases of real property that are no longer in effect and has no material continuing liability with respect to such Lease. All insurance required to be maintained by the Company or any of its Subsidiaries under each of the Leases is in full force and effectterminated real property leases.

Properties. The (a) Neither the Company or one nor any of its Subsidiaries owns any real property. (ib) has good and marketable title to all the properties and assets (A) reflected in the 2007 Balance Sheet as being owned by the Company or one of its Subsidiaries (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 January 31, 2007 which are material to the Company's business on a consolidated basis, free and clear of all Liens. Except as set forth in Section 3.01(l3.11(b) of the Company Disclosure ScheduleLetter sets forth a true, the Company or one correct and complete list of its Subsidiaries has good and valid leasehold interests in all real property leases, subleases and other occupancy agreements arrangements to which the Company or any of its Subsidiaries is a party and each amendment thereto (the "“Real Property Leases") ”). Each premises subject to a Real Property Lease is hereinafter referred to as a “Leased Property.” The Company has made available to Parent a true, correct and is complete copy of each Real Property Lease. Neither the Company nor any of its Subsidiaries has transferred, mortgaged or assigned any interest in sole possession any such Real Property Lease, nor has the Company nor any of its Subsidiaries subleased or otherwise granted rights of use or occupancy of any of the properties purported premises described therein to be leased thereunderany other Person. Except as set forth in Section 3.01(lWith respect to each Real Property Lease: (i) of the Company Disclosure Schedule, each such Real Property Lease is in full force and effect and constitutes a legal, is valid and binding obligation of, and is legally enforceable against, the respective parties thereto. Except as set forth in Section 3.01(l) of the Company Disclosure Schedule, there is no uncured breach, and no default exists, on the part of landlord under any of the Leases, and the Company has no knowledge of breach or default or any event, condition or state of facts, which with the giving of notice or the passage of time, or both, would constitute a breach or default by the Company or any of its Subsidiaries under any Lease. There is no suit, action, arbitration or other proceeding with respect to the Leases or the premises leased under the Leases. Neither the Company nor or any of its Subsidiaries has received notice and does not otherwise have knowledge of any pending, threatened or contemplated condemnation proceeding affecting any premises owned or leased by the Company or any of its Subsidiaries or any part thereof or of any sale or other disposition of any such owned or leased premises or any part thereof in lieu of condemnation. The real property leased to the Company or any of its Subsidiaries under the Leases encompasses all real property used by the Company and its Subsidiaries, as applicable and, to the Knowledge of the Company, each other party thereto and enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, rehabilitation, liquidation, preferential transfer, moratorium and similar Laws now or hereafter affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at equity or law); (ii) neither the Company nor or any of its Subsidiaries owns any real property and does not have any options nor, to purchase real property. The landlord under each the Knowledge of the Leases has performed all initial improvements required Company, any other party to be performed by it such Real Property Lease, is in material breach or violation of, or in material default under, such Real Property Lease; (iii) the Company’s and its Subsidiaries’, as applicable, possession and quiet enjoyment of the Leased Property under such Real Property Lease and all tenant improvements allowances have has not been paid disturbed in any material respect and, to the Knowledge of the Company, there are no disputes with respect to such Real Property Lease; (iv) neither the Company or nor any of its Subsidiaries as tenant owes any brokerage commissions or finder’s fees with respect to such Real Property Lease; (v) no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would result in such a material breach or violation of, or a material default under, such Real Property Lease, or permit the termination, modification or acceleration of rent under such Real Property Lease. All insurance required ; (vi) there is no pending, or to be maintained the Knowledge of the Company, threatened condemnation or similar proceeding affecting any Leased Property and (vii) the use and occupancy of the Leased Property by the Company or any its Subsidiaries complies, in all material respects, with all applicable zoning restrictions or other Laws. (c) Each of the Company and its Subsidiaries, in all material respects, (i) has good and valid title to all of its Subsidiaries under each properties, assets and other rights that would not constitute real property (other than Intellectual Property), free and clear of all Encumbrances and (ii) owns, has valid leasehold interests in or valid contractual rights to use, all of the Leases is assets, tangible and intangible (other than Intellectual Property), used by its business free and clear of all Encumbrances, in full force and effecteach case, except for Permitted Encumbrances.

Properties. (i) A list of all real property owned or leased by the Company or a Subsidiary of the Company is set forth in the Company’s Disclosure Letter. The Company or one and each of its Subsidiaries (i) has good and marketable title to all the properties and assets (A) reflected in the 2007 Balance Sheet as being real property owned by the Company it (including any property acquired in a judicial foreclosure proceeding or one by way of its Subsidiaries (other than any such properties a deed in lieu of foreclosure or assets sold or disposed of since such date similar transfer), in the ordinary course of business consistent with past practice) or (B) acquired after January 31, 2007 which are material to the Company's business on a consolidated basis, each case free and clear of all any Liens. Except , except (i) those items which secure liabilities for public or statutory obligations or any discount with, borrowing from or other obligations to FHLB, inter-bank credit facilities, reverse repurchase agreements or any transaction by a Subsidiary acting in a fiduciary capacity, (ii) liens for Taxes not yet due and payable and (iii) such easements, restrictions and encumbrances, if any, as set forth are not material in Section 3.01(l) character, amount or extent, and do not materially detract from the value, or materially interfere with the present use of the Company Disclosure Schedule, the Company properties subject thereto or one of its Subsidiaries has good and valid leasehold interests in all real property leases, subleases and occupancy agreements affected thereby. Each lease pursuant to which the Company or any of its Subsidiaries as lessee, leases real or personal property is a party (the "Leases") valid and is in sole possession of the properties purported to be leased thereunder. Except as set forth in Section 3.01(l) of the Company Disclosure Schedule, each Lease is in full force and effect and constitutes a legal, valid and binding obligation of, and is legally enforceable against, the respective parties thereto. Except as set forth in Section 3.01(l) of to the Company Disclosure Schedule, there is no uncured breach, and no default exists, on the part of landlord under any of the Leases, and the Company has no knowledge of breach or default or any event, condition or state of facts, which with the giving of notice or the passage of time, or both, would constitute a breach or default by Subsidiaries and neither the Company or nor any of its Subsidiaries under any Lease. There is no suitSubsidiaries, actionnor, arbitration or other proceeding with respect to the Leases Knowledge of the Company, any other party to any such lease, is in default or the premises leased under the Leases. Neither the Company nor or any of its Subsidiaries has received notice and does not otherwise have knowledge in violation of any pending, threatened or contemplated condemnation proceeding affecting material provisions of any premises such lease. The Company has previously made available to Purchaser a complete and correct copy of each such lease. All real property owned or leased by the Company or any of its Subsidiaries or any part thereof or are in all material respects in a good state of any sale or other disposition of any such owned or leased premises or any part thereof maintenance and repair (normal wear and tear excepted), conform in lieu of condemnation. The real property leased to all material respects with all applicable ordinances, regulations and zoning laws and are considered by the Company or any to be adequate for the current business of its Subsidiaries under the Leases encompasses all real property used by the Company and its Subsidiaries. To the Knowledge of the Company, and neither none of the Company nor buildings, structures or any of its Subsidiaries owns other improvements located on any real property and does not have any options to purchase real property. The landlord under each of the Leases has performed all initial improvements required to be performed by it under such Lease and all tenant improvements allowances have been paid to the Company owned or any of its Subsidiaries as tenant under such Lease. All insurance required to be maintained leased by the Company or any of its Subsidiaries under encroaches upon or over any adjoining parcel or real estate or any easement or right-of-way. The Company’s leases and commitments to lease constitute or will constitute operating leases for both tax and financial accounting purposes and the lease expense and minimum rental commitment with respect to such leases and lease commitments are as disclosed in all material respects in the notes to the Company Financial Statements. The Company’s Disclosure Letter identifies each real estate lease that will require the consent of the lessor or its agent as a result of the Merger or the Bank Merger by virtue of the terms of any such lease, identifying the section of the lease that contains such prohibition or restriction. (ii) The Company and each of its Subsidiaries has good and marketable title to all tangible personal property owned by it, free and clear of all Liens except such Liens, if any, that are not material in character, amount or extent, and that do not materially detract from the Leases value, or materially interfere with the present use of the properties subject thereto or affected thereby. With respect to personal property used in the business of the Company and its Subsidiaries that is leased rather than owned, neither the Company nor any of its Subsidiaries is in full force and effectdefault under the terms of any such lease.

Properties. The Company or one of its Subsidiaries (ia) has good and marketable title to all the properties and assets (A) reflected in the 2007 Balance Sheet as being owned by the Company or one of its Subsidiaries (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 January 31, 2007 which are material to the Company's business on a consolidated basis, free and clear of all Liens. Except as set forth in Section 3.01(l) 4.9 of the Company Disclosure Schedule, the Company or one Schedule contains a true and correct list of its Subsidiaries has good and valid leasehold interests in all (i) each parcel of real property leases, subleases and occupancy agreements to which the Company or any of its Subsidiaries is a party owned (the "LeasesOwned Real Property") and is in sole possession of the properties purported to be leased thereunder. Except as set forth in Section 3.01(l) of the Company Disclosure Schedule, each Lease is in full force and effect and constitutes a legal, valid and binding obligation of, and is legally enforceable against, the respective parties thereto. Except as set forth in Section 3.01(l) of the Company Disclosure Schedule, there is no uncured breach, and no default exists, on the part of landlord under any of the Leases, and the Company has no knowledge of breach or default or any event, condition or state of facts, which with the giving of notice or the passage of time, or both, would constitute a breach or default by the Company or any of its Subsidiaries under any Lease. There is no suitSubsidiaries, action, arbitration or other proceeding with respect to the Leases or the premises leased under the Leases. Neither the Company nor or any and (ii) each material parcel of its Subsidiaries has received notice and does not otherwise have knowledge of any pending, threatened or contemplated condemnation proceeding affecting any premises owned or leased by the Company or any of its Subsidiaries or any part thereof or of any sale or other disposition of any such owned or leased premises or any part thereof in lieu of condemnation. The real property leased to the Company or any of its Subsidiaries under the Leases encompasses all real property used subleased or otherwise occupied by the Company and its Subsidiaries, and neither the Company nor or any of its Subsidiaries owns any real property and does not have any options to purchase real property. The landlord under each of the Leases has performed all initial improvements required to be performed by it under such Lease and all tenant improvements allowances have been paid to the Company or any of its Subsidiaries as tenant under or subtenant (the "Leased Real Property," together with the Owned Real Property, the "Real Property") together with a true and correct list of all such material leases, subleases or other similar agreements and any amendments, modifications or extensions thereto (the "Real Property Leases"). The Company has good and indefeasible fee simple title to its Owned Real Property, free and clear of all Liens other than Permitted Encumbrances. (b) Subject to the terms of its leases, each of the Company and its Subsidiaries has a valid and subsisting leasehold estate in and the right to quiet enjoyment to the Leased Real Property for the full term of the lease thereof. Each Real Property Lease is a legal, valid and binding agreement, enforceable in accordance with its terms, of the Company or its Subsidiaries and of each other Person that is a party thereto, and there is no, and the Company has not received any written, or has Knowledge of, any other, notice, and has no Knowledge, of any uncured material default (or any condition or event which, after notice or lapse of time or both, would constitute a material default) thereunder. Neither the Company nor any of its Subsidiaries has assigned, sublet, transferred, hypothecated or otherwise disposed of its interest in any Real Property Lease. All insurance required No material penalties are accrued and unpaid under any Real Property Lease. (c) The Company has delivered or provided access to be maintained Parent true and complete copies of all Real Property Leases. (d) There is no claim, action or proceeding pending or, to the Knowledge of the Company, threatened, against the Company or any of its Subsidiaries or the Real Property by any Person which would materially affect the future use, occupancy or value of the Real Property or any part thereof. The Company Balance Sheet reflects all of the Real Property and personal property used by the Company and its Subsidiaries in their business or otherwise held by the Company or any of its Subsidiaries under each Subsidiaries, except for (i) property acquired or disposed of in the ordinary and usual course of the Leases is business of the Company since the Company Balance Sheet Date, and (ii) real and personal property not required under GAAP to be reflected thereon or in full force the footnotes. The Company has good title to all material assets and effectproperties listed on the Company Balance Sheet or thereafter acquired, free and clear of any Liens, except for Permitted Encumbrances and Permitted Personal Property Liens. All of the material fixed assets and properties including the improvements on the Real Property reflected on the Company Balance Sheet or thereafter acquired are in good condition and repair, ordinary wear and tear expected, and adequate and suitable for the requirements of the business as presently conducted by the Company, and there are no condemnation or appropriation proceedings pending or, to the Company's Knowledge, threatened, against the Real Property or the improvements thereon.

Properties. (a) Except as set forth on the Liens Schedule, the Company or its Subsidiaries owns good title to, or holds pursuant to valid and enforceable leases, all of the tangible personal property shown to be owned or leased by it on the Latest Balance Sheet, free and clear of all Liens, except for Permitted Liens. (b) The real property demised by the leases described on the Leased Real Property Schedule (the “Leased Real Property”) constitutes all of the real property leased by the Company and its Subsidiaries. The Leased Real Property leases are legal, valid, binding, enforceable and in full force and effect, and the Company or one of its Subsidiaries holds a valid and existing leasehold interest under each such lease, 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. The Company has delivered or made available to the Purchaser complete and accurate copies of each of the leases described on the Leased Real Property Schedule, and none of such leases have been modified in any material respect, except to the extent that such modifications are disclosed by the copies delivered or made available to the Purchaser. Neither the Company nor its applicable Subsidiaries, nor to the Knowledge of the Company, any other party to any such lease, is in default in any material respect under any of such leases, and no event has occurred which with notice or lapse of time would constitute a material breach or default by the Company or its applicable Subsidiary, nor, to the Knowledge of the Company, any other party to any such lease. (ic) has good and marketable title Except as set forth on the Owned Real Property Schedule (the real property set forth therein, the “Owned Real Property”), neither the Company nor any of its Subsidiaries owns any real property. With respect to all the properties and assets each Owned Real Property: (A) reflected in the 2007 Balance Sheet as being owned by the Company or one of its Subsidiaries (other than any as the case may be) has good and marketable indefeasible fee simple title to 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 January 31, 2007 which are material to the Company's business on a consolidated basisOwned Real Property, free and clear of all liens and encumbrances, except Permitted Liens, (B) except as set forth in the Owned Real Property Schedule, neither the Company nor any Subsidiary has leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof; (C) other than the right of Purchaser pursuant to this Agreement, there are no outstanding options, rights of first offer or rights of first refusal to purchase such Owned Real Property or any portion thereof or interest therein. Neither the Company nor any Subsidiary is a party to any agreement or option to purchase any real property or interest therein. Except as set forth in Section 3.01(l) the Owned Real Property Schedule, the buildings and improvements of the Company Disclosure and each of its Subsidiaries located upon or used in connection with the Owned Real Property are operated in all material respects in conformity with all applicable laws and regulations. Except as described in the Owned Real Property Schedule, the Owned Real Property complies in all material respects with all zoning, building, subdivision, land sales or similar law, rule, ordinance or regulation, including the American With Disabilities Act of 1990, all as the same are amended from time to time and all orders and regulations promulgated thereto. There are no condemnation proceedings or eminent domain proceedings of any kind pending, or, to the Knowledge of the Company, threatened against the Owned Real Property. To the Knowledge of the Company, there are no facts or circumstances that would prevent the Owned Real Property from being occupied by the Purchaser, the Company or one of its Subsidiaries has good and valid leasehold interests in all real property leases, subleases and occupancy agreements to which the Company or any of its Subsidiaries is a party (their respective Affiliates, as the "Leases") and is case may be, after the Closing in sole possession of the properties purported to be leased thereunder. Except same manner as set forth in Section 3.01(l) of the Company Disclosure Schedule, each Lease is in full force and effect and constitutes a legal, valid and binding obligation of, and is legally enforceable against, the respective parties thereto. Except as set forth in Section 3.01(l) of the Company Disclosure Schedule, there is no uncured breach, and no default exists, on the part of landlord under any of the Leases, and the Company has no knowledge of breach or default or any event, condition or state of facts, which with the giving of notice or the passage of time, or both, would constitute a breach or default occupied by the Company or any of its Subsidiaries under any Leasesuch Subsidiary immediately prior to the Closing. There is The Company or applicable Subsidiary which owns the Owned Real Property has complied in all material respects with all landlord obligations to tenants and third parties, and there are no suit, action, arbitration outstanding tenant improvements or other proceeding with respect to the Leases or the premises leased under the Leases. Neither the Company nor or any of its Subsidiaries has received notice and does not otherwise have knowledge of any pending, threatened or contemplated condemnation proceeding affecting any premises owned or leased by the Company or any of its Subsidiaries or any part thereof or of any sale or other disposition of any such owned or leased premises or any part thereof in lieu of condemnationobligations. The real property leased to rent received and any security deposit held, if any, are accurately reflected in the Company or any Financial Statements. (d) The Owned Real Property and the Leased Real Property constitute all of its Subsidiaries under the Leases encompasses all real property used or occupied by the Company and its Subsidiaries, and neither Subsidiaries in connection with the Company nor or any conduct of its Subsidiaries owns any real property and does not have any options to purchase real property. The landlord under each of the Leases has performed all initial improvements required to be performed by it under such Lease and all tenant improvements allowances have been paid to the Company or any of its Subsidiaries as tenant under such Lease. All insurance required to be maintained by the Company or any of its Subsidiaries under each of the Leases is in full force and effecttheir respective businesses.

Properties. The (a) Neither the Company or one nor any of its Subsidiaries owns any real property. (ib) has good and marketable title to all the properties and assets (A) reflected in the 2007 Balance Sheet as being owned by the Company or one of its Subsidiaries (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 January 31, 2007 which are material to the Company's business on a consolidated basis, free and clear of all Liens. Except as set forth in Section 3.01(l3.11(b) of the Company Disclosure ScheduleLetter sets forth a true, the Company or one correct and complete list of its Subsidiaries has good and valid leasehold interests in all real property leases, subleases and other occupancy agreements arrangements to which the Company or any of its Subsidiaries is a party and each amendment thereto (the "“Real Property Leases") ”). Each premises subject to a Real Property Lease is hereinafter referred to as a “Leased Property.” The Company has made available to Parent a true, correct and is complete copy of each Real Property Lease. Neither the Company nor any of its Subsidiaries has transferred, mortgaged or assigned any interest in sole possession any such Real Property Lease, nor has the Company nor any of its Subsidiaries subleased or otherwise granted rights of use or occupancy of any of the properties purported premises described therein to be leased thereunderany other Person. Except as set forth in Section 3.01(lWith respect to each Real Property Lease: (i) of the Company Disclosure Schedule, each such Real Property Lease is in full force and effect and constitutes a legal, is valid and binding obligation of, and is legally enforceable against, the respective parties thereto. Except as set forth in Section 3.01(l) of the Company Disclosure Schedule, there is no uncured breach, and no default exists, on the part of landlord under any of the Leases, and the Company has no knowledge of breach or default or any event, condition or state of facts, which with the giving of notice or the passage of time, or both, would constitute a breach or default by the Company or any of its Subsidiaries under any Lease. There is no suit, action, arbitration or other proceeding with respect to the Leases or the premises leased under the Leases. Neither the Company nor or any of its Subsidiaries has received notice and does not otherwise have knowledge of any pending, threatened or contemplated condemnation proceeding affecting any premises owned or leased by the Company or any of its Subsidiaries or any part thereof or of any sale or other disposition of any such owned or leased premises or any part thereof in lieu of condemnation. The real property leased to the Company or any of its Subsidiaries under the Leases encompasses all real property used by the Company and its Subsidiaries, as applicable and, to the Knowledge of the Company, each other party thereto and enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, rehabilitation, liquidation, preferential transfer, moratorium and similar Laws now or hereafter affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at equity or law); (ii) neither the Company nor or any of its Subsidiaries owns any real property and does not have any options nor, to purchase real property. The landlord under each the Knowledge of the Leases has performed all initial improvements required Company, any other party to be performed by it such Real Property Lease, is in material breach or violation of, or in material default under, such Real Property Lease; (iii) the Company’s and its Subsidiaries’, as applicable, possession and quiet enjoyment of the Leased Property under such Real Property Lease and all tenant improvements allowances have has not been paid disturbed in any material respect and, to the Knowledge of the Company, there are no disputes with respect to such Real Property Lease; (iv) neither the Company or nor any of its Subsidiaries as tenant owes any brokerage commissions or finder’s fees with respect to such Real Property Lease; (v) no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would result in such a material breach or violation of, or a material default under, such Real Property Lease, or permit the termination, modification or acceleration of rent under such Real Property Lease. All insurance required ; (vi) there is no pending, or to be maintained the Knowledge of the Company, threatened condemnation or similar proceeding affecting any Leased Property and (vii) the use and occupancy of the Leased Property by the Company or any its Subsidiaries complies, in all material respects, with all applicable zoning restrictions or other Laws. (c) Each of the Company and its Subsidiaries, in all material respects, (i) has good and valid title to all of its Subsidiaries under each properties, assets and other rights that would not constitute real property (other than Intellectual Property), free and clear of all Encumbrances and (ii) owns, has valid leasehold interests in or valid contractual rights to use, all of the Leases is assets, tangible and intangible (other than Intellectual Property), used by its business free and clear of all Encumbrances, in full force and effecteach case, except for Permitted Encumbrances.

Properties. The Neither the Company or one nor any of its Subsidiaries (i) owns or has good and marketable title to all the properties and assets (A) reflected in the 2007 Balance Sheet as being ever owned by the Company or one of its Subsidiaries (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 January 31, 2007 which are material to the Company's business on a consolidated basis, free and clear of all Liensreal property. Except as set forth in Section 3.01(l3.7(a) of the Company Disclosure Schedule, the Company or one Letter sets forth a list of its Subsidiaries has good and valid leasehold interests in all real property leasescurrently leased, subleases and occupancy agreements to which licensed or subleased by the Company or any of its Subsidiaries is a party or otherwise used or occupied by the Company or any of its Subsidiaries (the "Leases") and is in sole possession “Leased Real Property”), the name of the properties purported to be leased thereunder. Except as set forth in Section 3.01(l) lessor, licensor, sublessor, master lessor and/or lessee, the date of the Company Disclosure Schedulelease, license, sublease or other occupancy right and each Lease is amendment thereto. All such current leases are in full force and effect and constitutes a legaleffect, are valid and binding obligation ofeffective in accordance with their respective terms (except as such enforceability may be subject to laws of general application relating to bankruptcy, insolvency, and is legally enforceable againstthe relief of debtors and rules of law governing specific performance, the respective parties thereto. Except as set forth in Section 3.01(l) of the Company Disclosure Scheduleinjunctive relief, or other equitable remedies), and there is no uncured breachnot, and no default exists, on the part of landlord under any of the Leasessuch leases, and the Company has no knowledge of breach or any existing material default or any event, condition event of default (or state of facts, event which with the giving of notice or the passage lapse of time, or both, would constitute a breach or default material default) by the Company or any of its Subsidiaries under any Lease. There is no suitSubsidiaries, action, arbitration or other proceeding with respect to the Leases knowledge of the Company, by any other party thereto. The Company or its Subsidiaries currently occupy all of the premises leased under Leased Real Property for the Leases. Neither the Company nor or any operation of its Subsidiaries has received notice and does not otherwise have business. To the knowledge of any pendingthe Company, threatened or contemplated condemnation proceeding affecting any premises owned or leased by no parties other than the Company or any of its Subsidiaries or have a right to occupy any part thereof or Leased Real Property. To the knowledge of any sale or other disposition of any such owned or leased premises or any part thereof the Company, the Leased Real Property is in lieu of condemnationcompliance, in all material respects, with Legal Requirements. The real property leased to the Company or any and each of its Subsidiaries has performed all of its material obligations under the Leases encompasses all any material termination agreements pursuant to which it has terminated any leases of real property used by that are no longer in effect and has no material continuing Liability with respect to such terminated real property leases. The physical assets of the Company and its Subsidiariesthe Subsidiaries are, in all material respects, in good condition and neither the Company nor or any of its Subsidiaries owns any real property repair, subject to normal wear and does not have any options to purchase real property. The landlord under each of the Leases has performed all initial improvements required to be performed by it under such Lease and all tenant improvements allowances have been paid to the Company or any of its Subsidiaries as tenant under such Lease. All insurance required to be maintained by the Company or any of its Subsidiaries under each of the Leases is in full force and effecttear.

Properties. The (a) Section 3.13(a) of the Company or one of its Subsidiaries Disclosure Schedule identifies: (i) has good all real properties (by name and marketable title to all the properties and assets (Alocation) reflected in the 2007 Balance Sheet as being owned by the Company or one of its Subsidiaries (other than any such properties or assets sold or disposed the “Company Owned Property”) as of since such the date in the ordinary course of business consistent with past practice) or (B) acquired after January 31hereof, 2007 which are material to the Company's business on a consolidated basis, free and clear of all Liens. Except as set forth in Section 3.01(l) of the Company Disclosure Schedule, real properties owned by them as of the Company or one of its Subsidiaries has good date hereof; and (ii) all material leases for real properties and valid leasehold interests in all real property leases, subleases and occupancy agreements to which the Company properties leased or any of its Subsidiaries is a party (the "Leases") and is in sole possession of the properties purported to be leased thereunder. Except as set forth in Section 3.01(l) of the Company Disclosure Schedule, each Lease is in full force and effect and constitutes a legal, valid and binding obligation of, and is legally enforceable against, the respective parties thereto. Except as set forth in Section 3.01(l) of the Company Disclosure Schedule, there is no uncured breach, and no default exists, on the part of landlord under any of the Leases, and the Company has no knowledge of breach or default or any event, condition or state of facts, which with the giving of notice or the passage of time, or both, would constitute a breach or default operated by the Company or any of its Subsidiaries under any Leaseas lessee (the “Company Leased Property”) as of the date hereof. There is no suit, action, arbitration or other proceeding with respect to the Leases or the premises leased under the Leases. Neither The Company Owned Property and the Company nor Leased Property is referred to herein collectively as the “Company Real Property.” (b) The Company or any of its Subsidiaries has received notice have good and does not otherwise have knowledge of any pending, threatened or contemplated condemnation proceeding affecting any premises owned or leased by the Company or any of its Subsidiaries or any part thereof or of any sale or other disposition of any such owned or leased premises or any part thereof in lieu of condemnation. The real property leased valid title to the Company or any Owned Property, and a valid leasehold interest in the Company Leased Property, sufficient to allow each of its Subsidiaries under the Leases encompasses all real property used by the Company and its SubsidiariesSubsidiaries to conduct their business as and where currently conducted in all material respects. To the Company’s Knowledge, each Company Real Property is (i) not subject to any Encumbrances, except for any Permitted Encumbrances and (ii) not encumbered by any Indebtedness. (c) 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 neither the other means of egress and ingress to and from any Company nor or any of its Subsidiaries owns any real property and does not have any options to purchase real property. The landlord under each of the Leases has performed all initial improvements required to be performed by it under such Lease and all tenant improvements allowances Real Property have been paid to the Company or any of its Subsidiaries as tenant under such Lease. All insurance required to be maintained by the Company or any of its Subsidiaries under each of the Leases is obtained and are in full force and effect, except where the failure to obtain or maintain the same would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, and to the Company’s Knowledge there is no pending threat of modification or cancellation of the same, except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. No Company Real Property is located outside of the United States.

Properties. The Company or one of its Subsidiaries (i) has good and marketable title to all the properties and assets (A) reflected in the 2007 Balance Sheet as being owned by Neither the Company or one of its Subsidiaries (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 January 31, 2007 which are material to the Company's business on a consolidated basis, free and clear of all Liens. Except as set forth in Section 3.01(l) of the Company Disclosure Schedule, the Company or one of its Subsidiaries has good and valid leasehold interests in all real property leases, subleases and occupancy agreements to which the Company or nor any of its Subsidiaries is a party (the "Leases") and is in sole possession of the properties purported to be leased thereunderowns any real property. Except as set forth in Section 3.01(l) of the Company Disclosure Schedule, each All Lease is Documents are in full force and effect and constitutes a legaleffect, are valid and binding obligation ofeffective in accordance with their respective terms, and is legally enforceable against, the respective parties thereto. Except as set forth in Section 3.01(l) of the Company Disclosure Schedule, there is no uncured breachnot, and no default exists, on the part of landlord under any of the LeasesLease Documents, and the Company has no knowledge of breach or any existing breach, default or any event, condition event of default (or state of facts, event which with the giving of notice or the passage lapse of time, or both, would constitute a breach default) by the Company or default by its Subsidiaries or, to the knowledge of the Company, and third Person under any of the Lease Documents, in each case subject to the Enforceability Exceptions. Except as set forth in Section 4.10 of the Disclosure Schedule, (i) no parties other than the Company or any of its Subsidiaries under have a right to occupy any Lease. There is no suitreal property currently leased, action, arbitration licensed or other proceeding with respect to the Leases or the premises leased under the Leases. Neither the Company nor or any of its Subsidiaries has received notice and does not otherwise have knowledge of any pending, threatened or contemplated condemnation proceeding affecting any premises owned or leased subleased by the Company or any of its Subsidiaries or any part thereof otherwise used or of any sale or other disposition of any such owned or leased premises or any part thereof in lieu of condemnation. The real property leased to the Company or any of its Subsidiaries under the Leases encompasses all real property used by the Company and its Subsidiaries, and neither the Company nor or any of its Subsidiaries owns any real property and does not have any options to purchase real property. The landlord under each of the Leases has performed all initial improvements required to be performed by it under such Lease and all tenant improvements allowances have been paid to the Company or any of its Subsidiaries as tenant under such Lease. All insurance required to be maintained occupied by the Company or any of its Subsidiaries under each (the "Leased Real Property"), (ii) the Leased Real Property is used only for the operation of the Leases business of the Company and its Subsidiaries, (iii) the Leased Real Property and the physical assets of the Company and the Subsidiaries are, in all material respects, adequate for the uses to which they are being put and are in good condition and repair and regularly maintained in accordance with standard industry practice, (iv) the Leased Real Property is in full force compliance, in all material respects, with applicable Laws, and effect(v) neither the Company nor any of its Subsidiaries will be required to incur any material cost or expense for any restoration or surrender obligations, or any other material costs otherwise qualifying as asset retirement obligations under Financial Accounting Standards Board Statement of Financial Accounting Standard No. 143 "Accounting for Asset Retirement Obligations," upon the expiration or earlier termination of any Lease Documents.

Properties. The Company (i) A list and description of all real property owned or one leased by CNB Financial or a Subsidiary of CNB Financial is set forth in CNB Financial’s Disclosure Letter. CNB Financial and each of its Subsidiaries (i) has good and marketable title to all real property owned by it (including any property acquired in a judicial foreclosure proceeding or by way of a deed in lieu of foreclosure or similar transfer), in each case free and clear of any Liens except (i) liens for taxes not yet due and payable and (ii) such easements, restrictions and encumbrances, if any, as are not material in character, amount or extent, and do not materially detract from the value, or materially interfere with the present use of the properties and assets (A) reflected in the 2007 Balance Sheet as being owned by the Company subject thereto or one affected thereby. Each lease pursuant to which CNB Financial or any of its Subsidiaries (is lessee, leases real or personal property is valid and in full force and effect and neither CNB Financial nor any of its Subsidiaries, nor, to CNB Financial’s knowledge, any other than party to any such properties lease, is in default or assets sold in violation of any material provisions of any such lease. A complete and correct copy of each such lease has been provided or disposed made available to United Financial Bancorp. All real property owned or leased by CNB Financial or any of since such date its Subsidiaries are in a good state of maintenance and repair (normal wear and tear excepted), conform with all applicable ordinances, regulations and zoning laws and are considered by CNB Financial to be adequate for the ordinary course current business of business consistent with past practiceCNB Financial and its Subsidiaries. To the knowledge of CNB Financial, none of the buildings, structures or other improvements located on any real property owned or leased by CNB Financial or any of its Subsidiaries encroaches upon or over any adjoining parcel or real estate or any easement or right-of-way. (ii) or (B) acquired after January 31, 2007 which are material CNB Financial and each of its Subsidiaries has good and marketable title to the Company's business on a consolidated basisall tangible personal property owned by it, free and clear of all Liens except such Liens. Except , if any, as set forth are not material in Section 3.01(l) character, amount or extent, and do not materially detract from the value, or materially interfere with the present use of the Company Disclosure Schedule, properties subject thereto or affected thereby. With respect to personal property used in the Company or one business of CNB Financial and its Subsidiaries has good and valid leasehold interests in all real property leasesthat is leased rather than owned, subleases and occupancy agreements to which the Company or neither CNB Financial nor any of its Subsidiaries is a party (the "Leases") and is in sole possession of the properties purported to be leased thereunder. Except as set forth in Section 3.01(l) of the Company Disclosure Schedule, each Lease is in full force and effect and constitutes a legal, valid and binding obligation of, and is legally enforceable against, the respective parties thereto. Except as set forth in Section 3.01(l) of the Company Disclosure Schedule, there is no uncured breach, and no default exists, on the part of landlord under any of the Leases, and the Company has no knowledge of breach or default or any event, condition or state of facts, which with the giving of notice or the passage of time, or both, would constitute a breach or default by the Company or any of its Subsidiaries under any Lease. There is no suit, action, arbitration or other proceeding with respect to the Leases or the premises leased under the Leases. Neither the Company nor or any of its Subsidiaries has received notice and does not otherwise have knowledge of any pending, threatened or contemplated condemnation proceeding affecting any premises owned or leased by the Company or any of its Subsidiaries or any part thereof or of any sale or other disposition terms of any such owned or leased premises or any part thereof in lieu of condemnation. The real property leased to the Company or any of its Subsidiaries under the Leases encompasses all real property used by the Company and its Subsidiaries, and neither the Company nor or any of its Subsidiaries owns any real property and does not have any options to purchase real property. The landlord under each of the Leases has performed all initial improvements required to be performed by it under such Lease and all tenant improvements allowances have been paid to the Company or any of its Subsidiaries as tenant under such Lease. All insurance required to be maintained by the Company or any of its Subsidiaries under each of the Leases is in full force and effectlease.

Properties. (a) The Company Entities have good title to, or one in the case of its Subsidiaries leased property have valid leasehold interests in, all personal property (tangible or intangible) reflected on the Balance Sheet or acquired after the Balance Sheet Date except for properties sold since the Balance Sheet Date in the Ordinary Course or where the failure to have such good title or valid leasehold interests would not reasonably be expected to be, individually or in the aggregate, material to the Company Entities, taken as a whole. (b) Section 4.17(b) of the Company Disclosure Schedule lists, as of the date hereof, all material real property owned in fee simple by any Company Entity (together with all improvements and fixtures presently or hereafter located thereon or attached or appurtenant thereto, the “Owned Real Property”). No Company Entity owns any material real property other than the Owned Real Property. Sellers have provided true, correct and complete copies of each deed and other instrument (as recorded or registered in the applicable local land records) by which the Company Entities acquired each parcel of Owned Real Property and true, correct and complete copies of each title insurance policy, commitment, opinion, abstract or survey in the possession of the Company Entities with respect thereto. With respect to each parcel of Owned Real Property: (i) a Company Entity has good and marketable valid indefeasible fee simple title to all the properties and assets (A) reflected in the 2007 Balance Sheet as being owned by the Company or one of its Subsidiaries (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 January 31, 2007 which are material to the Company's business on a consolidated basisthereto, free and clear of all Liens. Except as set forth , other than Permitted Liens; (ii) no Company Entity has leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof and to the knowledge of Sellers, there is no Person other than a Company Entity in possession of such Owned Real Property; (iii) there are no unrecorded outstanding options, rights of first offer, rights of first refusal, or other contractual rights to purchase, acquire, sell, assign, or dispose of such Owned Real Property or any portion thereof or interest therein; (iv) there are no ongoing construction projects or alterations affecting such Owned Real Property with an aggregate value of $10 million or more being performed by, or on behalf of, any Company Entity; and (v) no Company Entity has collaterally assigned or granted any other security interest in such Owned Real Property or any portion thereof or interest therein (other than Permitted Liens). (c) Section 3.01(l4.17(c) of the Company Disclosure ScheduleSchedule sets forth, as of the date hereof, the Company or one address of its Subsidiaries has good and valid leasehold interests in all each parcel of real property leasescurrently leased, subleases and occupancy agreements to which the subleased, licensed or otherwise occupied by any Company or any of its Subsidiaries is a party Entity (the "Leases"“Leased Real Property”). With respect to each parcel of Leased Real Property: (i) and is in sole possession of the properties purported to be leased thereunder. Except as set forth in Section 3.01(l) of the a Company Disclosure Schedule, each Lease is in full force and effect and constitutes Entity holds a legalgood, valid and binding obligation ofsubsisting leasehold, subleasehold or license interest thereto pursuant to the underlying Real Property Lease, free and is legally enforceable againstclear of all Liens, other than Permitted Liens; (ii) to the respective parties thereto. Except as set forth knowledge of Sellers, there are no material disputes with respect to such underlying Real Property Lease; (iii) no Company Entity has assigned, subleased, licensed or transferred any interest in Section 3.01(l) such Leased Real Property or otherwise granted any Person the right to use or occupy such Leased Real Property or any portion thereof and to the knowledge of the Company Disclosure ScheduleSellers, there is no uncured Person in possession of such Leased Real Property other than the Company Entity party to the Real Property Lease and the applicable Company Entity’s possession and quiet enjoyment of the Leased Real Property under such Real Property Lease has not been disturbed; and (iv) no Company Entity owes, nor will owe in the future, any brokerage commissions or finder’s fees with respect to such Real Property Lease. Since January 1, 2020, no Company Entity or, to the knowledge of Sellers, any other party is, or is alleged to be, in material default or breach, and no default exists, on the part of landlord under any of the Real Property Leases, and except as would not reasonably be expected to be, individually or in the Company has no knowledge of breach or default or any eventaggregate, condition or state of facts, which with the giving of notice or the passage of time, or both, would constitute a breach or default by the Company or any of its Subsidiaries under any Lease. There is no suit, action, arbitration or other proceeding with respect to the Leases or the premises leased under the Leases. Neither the Company nor or any of its Subsidiaries has received notice and does not otherwise have knowledge of any pending, threatened or contemplated condemnation proceeding affecting any premises owned or leased by the Company or any of its Subsidiaries or any part thereof or of any sale or other disposition of any such owned or leased premises or any part thereof in lieu of condemnation. The real property leased material to the Company or any Entities, taken as a whole. (d) The Real Property comprises all of its Subsidiaries under the Leases encompasses all material real property used by the Company and its SubsidiariesEntities in the operation of their respective businesses as currently conducted, and neither the Company nor or any of its Subsidiaries owns any real property and does not have any options to purchase real property. The landlord under each includes all of the Leases material appurtenances and beneficial easements that are necessary and sufficient for the operation of such businesses as currently conducted. (e) No material portion of the Real Property has performed all initial improvements required to been damaged or destroyed by fire or other casualty that has not been restored and the costs therefor fully paid, except as would not, individually or in the aggregate, be performed by it under such Lease and all tenant improvements allowances have been paid material to the Company Entities, taken as a whole. (f) Since January 1, 2020, no Seller or Company Entity has received written or, to the knowledge of Sellers, oral, notice of, and there is no pending or, to the knowledge of Sellers, threatened, condemnation, eminent domain, taking, or similar legal proceeding relating to any Real Property or any portion thereof. To the knowledge of its Subsidiaries as tenant under such Lease. All insurance required to be maintained by Sellers, the use and operation of the Real Property in the conduct of the Company Entities’ businesses as currently conducted do not violate, in any material respect, any Applicable Law or any of its Subsidiaries under each of the Leases is in full force and effectLien affecting any Real Property.

Properties. The (a) Each Company or one of its Subsidiaries (i) has good and marketable title to to, or valid leasehold interests in, all the properties and assets (A) reflected in the 2007 Balance Sheet as being owned by the Company or one of its Subsidiaries (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 January 31, 2007 which are property material to the Company's business on a consolidated basisits business, free and clear of all Liens and irregularities, deficiencies and defects in title except for Permitted Liens (or, in the case of Collateral, Permitted Collateral Liens. Except ) and minor irregularities, deficiencies and defects in title that, individually or in the aggregate, do not, and could not reasonably be expected to, interfere in any material respect with its ability to conduct its business as set forth in Section 3.01(lcurrently conducted or to utilize such property for its intended purpose. (b) The property of the Companies, taken as a whole, (i) is in good operating order, condition and repair (ordinary wear and tear excepted), and (ii) constitutes all the property which is required for the business and operations of the Companies as presently conducted. (c) Schedule 3.05(c) contains a true and complete list of each ownership and leasehold interest in Real Property (i) owned by any Company Disclosure Scheduleas of the Closing Date and describes the type of interest therein held by such Company and (ii) leased, subleased or otherwise occupied or utilized by any Company, as lessee, sublessee, franchisee or licensee, as of the Closing Date and describes the type of interest therein held by such Company. (d) No Mortgage encumbers improved Real Property that is located in an area that has been identified by the Secretary of Housing and Urban Development as an area having special flood hazards within the meaning of the National Flood Insurance Act of 1968 unless flood insurance available under such Act has been obtained in accordance with Section 5.04. (e) Each Company owns or one has rights to use all of its Subsidiaries property and all rights with respect to any of the foregoing used in or necessary for each Company’s business as currently conducted, except for those the failure to own or have rights to use which, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. The use by each Company of its property and all such rights with respect to the foregoing do not infringe on the rights or other interests of any person, other than any infringement that could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. No claim has good been made and valid leasehold interests in all real property leases, subleases and occupancy agreements to which the Company or remains outstanding that any Company’s use of any of its Subsidiaries property does or may violate the rights of any third party that, individually or in the aggregate, has had, or could reasonably be expected to result in, a Material Adverse Effect. The Real Property is a party (zoned in all material respects to permit the "Leases") and uses for which such Real Property is in sole possession currently being used. The present uses of the properties purported Real Property and the current operations of each Company’s business do not violate in any material respect any provision of any applicable building codes, subdivision regulations, fire regulations, health regulations or building and zoning by-laws. (f) Except for exceptions to the following that, individually or in the aggregate, could not reasonably be leased thereunder. Except as set forth expected to result in Section 3.01(l) of the Company Disclosure Schedule, each Lease is in full force and effect and constitutes a legal, valid and binding obligation of, and is legally enforceable against, the respective parties thereto. Except as set forth in Section 3.01(l) of the Company Disclosure ScheduleMaterial Adverse Effect, there is no uncured breachpending or threatened condemnation or eminent domain proceeding with respect to, and no default exists, on the part of landlord under or that could affect any of the Leases, Real Property of the Companies. (g) Each parcel of Real Property is taxed as a separate tax lot and the Company has no knowledge of breach or default or any event, condition or state of facts, which is currently being used in a manner that is consistent with and in compliance in all material respects with the giving of notice or the passage of time, or both, would constitute a breach or default by the Company or any of its Subsidiaries under any Lease. There is no suit, action, arbitration or other proceeding with respect property classification assigned to the Leases or the premises leased under the Leases. Neither the Company nor or any of its Subsidiaries has received notice and does not otherwise have knowledge of any pending, threatened or contemplated condemnation proceeding affecting any premises owned or leased by the Company or any of its Subsidiaries or any part thereof or of any sale or other disposition of any such owned or leased premises or any part thereof in lieu of condemnation. The it for real property leased to the Company or any of its Subsidiaries under the Leases encompasses all real property used by the Company and its Subsidiaries, and neither the Company nor or any of its Subsidiaries owns any real property and does not have any options to purchase real property. The landlord under each of the Leases has performed all initial improvements required to be performed by it under such Lease and all tenant improvements allowances have been paid to the Company or any of its Subsidiaries as tenant under such Lease. All insurance required to be maintained by the Company or any of its Subsidiaries under each of the Leases is in full force and effectestate tax assessment purposes.

Properties. The (a) Company or one of its Subsidiaries (i) has good good, valid and marketable title to to, or in the case of leased properties and assets, valid leasehold interests in, all the material assets and properties that it owns or uses and that are reflected on the Recent Balance Sheet or that were thereafter acquired (except for assets (A) reflected and properties sold, consumed or otherwise disposed of in the 2007 Balance Sheet as being owned by the Company or one Ordinary Course of its Subsidiaries (other than any such properties or assets sold or disposed of Business since such date in the ordinary course of business consistent with past practice) or (B) acquired after January 31date), 2007 which and such assets and properties are material to the Company's business on a consolidated basis, owned free and clear of all Liens, except Permitted Liens. (b) Schedule 4.09(b) sets forth a list of all real property owned, used or occupied by Company. Except as set forth in Section 3.01(l) of the Company Disclosure Schedule, the Company or one of its Subsidiaries has good and marketable fee simple title to the Owned Real Property, subject only to Permitted Liens. Company has a valid and subsisting leasehold interests estate in, and enjoys peaceful and undisturbed possession in all material respects of, the Leased Real Property and all other real property leasesproperties used by Entity, subleases and occupancy agreements subject only to which the Company or any of its Subsidiaries is a party (the "Leases") and is in sole possession Permitted Liens. Each of the properties purported to be leased thereunder. Except as set forth in Section 3.01(lReal Property Leases listed on Schedule 4.09(b) of is the Company Disclosure Schedule, each Lease is in full force and effect and constitutes a legal, valid and binding obligation ofof Company and, to Company’s Knowledge, of the other parties thereto, enforceable in accordance with their respective terms, except as such may be limited by bankruptcy, insolvency, reorganization or other Laws affecting creditors’ rights generally, and is legally enforceable against, the respective parties theretoby general equitable principles. Except as set forth in Section 3.01(l) True and complete copies of the Real Property Leases previously have been made available to Buyer. Neither Company Disclosure Schedulenor, there to Company’s Knowledge, any other party thereto, is no uncured breach, and no in material breach of or default exists, on the part of landlord under any of the Real Property Leases. With respect to each parcel of Owned Real Property and each parcel of Leased Real Property, (i) there is no condemnation proceeding or lawsuit pending or, to Company’s Knowledge, threatened, regarding such parcel, and the (ii) Company has no knowledge of breach or default or any event, condition or state of facts, which with valid and enforceable rights to vehicular access to such parcel that are the giving of notice or the passage of time, or both, would constitute a breach or default by the Company or any of its Subsidiaries under any Lease. There is no suit, action, arbitration or other proceeding with respect to the Leases or the premises leased under the Leases. Neither the Company nor or any of its Subsidiaries has received notice and does not otherwise have knowledge of any pending, threatened or contemplated condemnation proceeding affecting any premises owned or leased by the Company or any of its Subsidiaries or any part thereof or of any sale or other disposition of any such owned or leased premises or any part thereof in lieu of condemnation. The real property leased to the Company or any of its Subsidiaries under the Leases encompasses all real property same as those currently used by the Company and its Subsidiaries, and neither the Company nor or any of its Subsidiaries owns any real property and does not have any options to purchase real property. The landlord under each of the Leases has performed all initial improvements required to be performed by it under such Lease and all tenant improvements allowances have been paid to the Company or any of its Subsidiaries as tenant under such Lease. All insurance required to be maintained by the Company or any of its Subsidiaries under each of the Leases is in full force and effectCompany.

Properties. The Company or one of its Subsidiaries (i) has good and marketable title to all the properties and assets (A) reflected used in the 2007 Balance Sheet as being its business or owned by the Company it (except such real and other property and assets as are held pursuant to leases or one of its Subsidiaries (other than any such properties or assets sold or disposed of since such date licenses described in the ordinary course of business consistent with past practice) or (B) acquired after January 31, 2007 which are material to the Company's business on a consolidated basisExhibit 2.6), free and clear of all liens, mortgages, security interests, pledges, charges, and encumbrances, (except such as are disclosed in Exhibit 2.7 or disclosed on the Company Last Balance Sheet or are Permitted Liens). (a) Attached as Exhibit 2.6 is a true and complete list of all properties and assets owned, leased, or licensed by the Company having an individual value of $3,000 or more, including with respect to such properties and assets leased or licensed by the Company, a brief description of such lease or license. Except as set forth in Section 3.01(l) for those properties and assets of the Company Disclosure Schedule, that were acquired subsequent to the Company Last Balance Sheet, all such properties and assets owned by the Company are reflected on the Company Last Balance Sheet. All properties and assets owned, leased, or one of its Subsidiaries has licensed by the Company are in good and valid leasehold interests in all usable condition (ordinary wear and tear, which is not such as would have a Material Adverse Effect on the Company, excepted); (b) No real property leasesowned, subleases and occupancy agreements leased or licensed by the Company lies in an area which, to which the Knowledge of the Company or any of its Subsidiaries Stockholder, is a party (subjected to zoning, use or building code restrictions which prohibits, and to the "Leases") and is in sole possession of the properties purported to be leased thereunder. Except as set forth in Section 3.01(l) Knowledge of the Company Disclosure Scheduleand each Stockholder, each Lease no stated facts relating to the actions or inaction of another person or entity of his or its ownership, licensing, leasing, or use of any real or personal property exists which prevents, the continued effective ownership, leasing, licensing or use of such real property in the business in which the Company is in full force now engaged; and (c) All accounts and effect and constitutes a legal, valid and binding obligation ofnotes receivable reflected on the Company Last Balance Sheet, and is legally enforceable againstarising since the Last Balance Sheet Date, the respective parties thereto. Except as set forth in Section 3.01(l) represent bona fide claims of the Company Disclosure Scheduleagainst third-party debtors for arms' length sales made, there is services performed or other charges for valid consideration arising to the extent that they have not been collected. To the Knowledge of the Company and each Stockholder, such accounts and notes receivable are subject to no uncured breachright of recourse, and no default existsdefense, deduction, return of goods, counterclaim, offset, or setoff on the part of landlord under any the obligor, and, if not collected, can reasonably be anticipated to be paid within 90 days of the Leases, and the Company has no knowledge of breach or default or any event, condition or state of facts, which with the giving of notice or the passage of time, or both, would constitute a breach or default by the Company or any of its Subsidiaries under any Lease. There is no suit, action, arbitration or other proceeding with respect to the Leases or the premises leased under the Leases. Neither the Company nor or any of its Subsidiaries has received notice and does not otherwise have knowledge of any pending, threatened or contemplated condemnation proceeding affecting any premises owned or leased by the Company or any of its Subsidiaries or any part thereof or of any sale or other disposition of any such owned or leased premises or any part thereof in lieu of condemnation. The real property leased to the Company or any of its Subsidiaries under the Leases encompasses all real property used by the Company and its Subsidiaries, and neither the Company nor or any of its Subsidiaries owns any real property and does not have any options to purchase real property. The landlord under each of the Leases has performed all initial improvements required to be performed by it under such Lease and all tenant improvements allowances have been paid to the Company or any of its Subsidiaries as tenant under such Lease. All insurance required to be maintained by the Company or any of its Subsidiaries under each of the Leases is in full force and effectdate incurred.

Properties. (a) The Company or one of its the Company Subsidiaries (i) has good and marketable valid title to all the properties and assets (A) reflected in the 2007 Balance Sheet latest audited balance sheet included in the Company SEC Reports as being owned by the Company or one of its Subsidiaries such Company Subsidiary or acquired after the date thereof that are material to the Company’s business on a consolidated basis (other than any such except properties or assets sold or otherwise disposed of since such the date thereof in the ordinary course of business consistent with past practice) or (B) acquired after January 31, 2007 which are material to the Company's business on a consolidated basisbusiness), free and clear of all Liens other than Permitted Liens. (b) Neither the Company nor any of the Company Subsidiaries owns in fee any real property. Except as set forth in Section 3.01(l3.17(a) of the Company Disclosure ScheduleLetter contains a true, correct and complete list, as of the date of this Agreement, of all of the existing leases, subleases, licenses or other agreements pursuant to which the Company or any Company Subsidiary uses or occupies, or has the right to use or occupy any real property involving payments in excess of $250,000 per annum (collectively, the “Leases”). Except as would not, individually or in the aggregate, have had or reasonably be expected to have a Company Material Adverse Effect: (i) to the knowledge of the Company, there are no disputes with respect to any Lease; and (ii) the Company or one of its Subsidiaries that is either the tenant or licensee named under the Lease has a good and valid leasehold interests interest in all each parcel of real property leases, subleases and occupancy agreements which is subject to which the Company or any of its Subsidiaries is a party (the "Leases") Lease and is in sole possession of the properties purported to be leased or licensed thereunder. Except as set forth in . (c) Section 3.01(l3.17(c) of the Company Disclosure ScheduleLetter contains a true, each Lease is in full force correct and effect and constitutes a legal, valid and binding obligation of, and is legally enforceable against, the respective parties thereto. Except as set forth in Section 3.01(l) complete list of all of the Company Disclosure Scheduleexisting material subleases, there is no uncured breach, and no default exists, on the part of landlord under any of the Leases, and licenses or similar agreements pursuant to which the Company has no knowledge of breach or default or any eventCompany Subsidiary grants to any Person, condition or state of facts, which with the giving of notice or the passage of time, or both, would constitute a breach or default by other than the Company or any of its Subsidiaries under any Lease. There is no suit, action, arbitration or other proceeding with respect to the Leases or the premises leased under the Leases. Neither the Company nor or any of its Subsidiaries has received notice and does not otherwise have knowledge of any pending, threatened or contemplated condemnation proceeding affecting any premises owned or leased by the Company or any of its Subsidiaries or any part thereof or of any sale or other disposition of any such owned or leased premises or any part thereof in lieu of condemnation. The real property leased to the Company or any of its Subsidiaries under the Leases encompasses all real property used by the Company and its Subsidiaries, and neither the Company nor any right to use or any of its Subsidiaries owns occupy any real property and does not have covered by any options to purchase real property. The landlord under each of Lease (collectively, the Leases has performed all initial improvements required to be performed by it under such Lease and all tenant improvements allowances have been paid to the Company or any of its Subsidiaries as tenant under such Lease. All insurance required to be maintained by the Company or any of its Subsidiaries under each of the Leases is in full force and effect“Subleases”).

Properties. The Company (a) SCHEDULE 2.01(iv) correctly describes all Real Property pertaining to the Business, including all leasehold interests, easements, rights of way, privileges, licenses and other rights benefiting or one appurtenant to such Real Property. Seller does not own a fee simple interest in any Real Property and does not lease any Real Property to others as landlord or sublandlord. Seller does not lease any Real Property as tenant other than those leases set forth in SCHEDULE 2.01(iv). (b) SECTION 4.08(b) OF THE DISCLOSURE SCHEDULE describes all personal property used in the Business included in the Purchased Assets, including but not limited to Equipment, other equipment, furniture, vehicles, storage tanks, spare and replacement parts, fuel and other trade fixtures and fixed assets, and any Liens thereon, specifying in the case of its Subsidiaries leases or subleases, the name of the lessor or sublessor, the lease term and basic annual rent. (i) The Seller has good and marketable indefeasible, fee simple title to all the properties and assets (A) reflected in the 2007 Balance Sheet as being owned by the Company Purchased Assets that are real, personal, mixed or one of its Subsidiaries (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 January 31, 2007 which are material to the Company's business on a consolidated basistangible property, free and clear of all Liens. Except as set forth in Section 3.01(l, subject to SCHEDULE 2.01. (ii) of the Company Disclosure Schedule, the Company or one of its Subsidiaries has good and valid leasehold interests in The Real Property includes all real property leasesowned or leased by Seller or otherwise used or held for use in connection with the conduct of the Business as heretofore conducted. (iii) All leases of real and personal property are in good standing and are valid, subleases binding and occupancy agreements enforceable in accordance with their respective terms, and, other than in connection with this Agreement and the transactions contemplated hereby, there does not exist under any such lease any default by Seller or, to which the Company knowledge of Seller and the Shareholders, by any other Person, or any of its Subsidiaries is a party (the "Leases") and is in sole possession of the properties purported to be leased thereunder. Except as set forth in Section 3.01(l) of the Company Disclosure Scheduleevent that, each Lease is in full force and effect and constitutes a legal, valid and binding obligation of, and is legally enforceable against, the respective parties thereto. Except as set forth in Section 3.01(l) of the Company Disclosure Schedule, there is no uncured breach, and no default exists, on the part of landlord under any of the Leases, and the Company has no knowledge of breach or default or any event, condition or state of facts, which with the giving of notice or the passage lapse of time, time or both, would constitute a breach or default by Seller or, to the Company knowledge of Seller and the Shareholders, by any other Person. (iv) The plants, buildings, structures and equipment included in the Purchased Assets have 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 excepted), are suitable for their present uses and, in the case of Real Property (including without limitation, the roofs thereof), are structurally sound. (v) Except for the leases listed on SCHEDULE 2.01(iv), no portions of the Real Property are subject to any leases or other occupancy agreements or are occupied by anyone other than Seller. (vi) Seller has delivered to Buyer complete and accurate copies of all leases relating to the Purchased Assets, both real and personal, including all amendments related thereto. (vii) All rent and other charges currently due on the Real Property leases are listed on SCHEDULE 2.01(iv) and Seller has not assigned such Real Property leases or subleased all or any portion of its Subsidiaries under the premises leased thereunder. (viii) Seller has not made any Lease. There is no suitalterations, action, arbitration additions or other proceeding with respect improvements to the Leases or the premises leased under the Leases. Neither Real Property leases listed on SCHEDULE 2.01(IV) that are required to be removed (or of which lessor could require removal) at the Company nor termination of the respective lease terms. (d) No Purchased Asset is subject to any Lien, except for Liens disclosed on the Balance Sheet or on SCHEDULE 2.01. (e) No violation of any law, regulation or ordinance (including, without limitation, laws, regulations or ordinances relating to zoning, health, safety, handicapped persons, city planning or similar matters) relating to Seller, the Business or any Purchased Asset which would have a Material Adverse Effect currently exists or has existed at any time since Seller's incorporation. There are no developments, other than those developments that are known generally to the public, affecting any of its Subsidiaries has received notice and does not otherwise have the Purchased Assets pending or, to the knowledge of Seller and the Shareholders threatened, which might detract from the value of such Purchased Assets, interfere with any pending, threatened or contemplated condemnation proceeding affecting any premises owned or leased by the Company or any of its Subsidiaries or any part thereof or of any sale or other disposition present use of any such owned Purchased Assets or leased premises adversely affect the marketability of such Purchased Assets. In addition, except as set forth on SECTION 4.08(e) OF THE DISCLOSURE SCHEDULE, the Real Property and the present use of the Real Property are not in violation of or out of conformity with (i) any zoning, subdivision, building, building code, health, safety, traffic, environmental, flood control, wetlands, or other land use laws, statutes, ordinances, rules, regulations, variances, permits or orders of any local, state, or federal authorities or any part thereof other governmental entity having jurisdiction over the Real Property, including, without limitation, the Americans with Disabilities Act of 1990 or (ii) any Liens affecting the Real Property, in lieu of condemnation. The real property leased to the Company or any of its Subsidiaries under the Leases encompasses all real property used by the Company and its Subsidiaries, and neither the Company nor or any of its Subsidiaries owns any real property and does not either case which would have any options to purchase real property. The landlord under each of the Leases has performed all initial improvements required to be performed by it under such Lease and all tenant improvements allowances have been paid to the Company or any of its Subsidiaries as tenant under such Lease. All insurance required to be maintained by the Company or any of its Subsidiaries under each of the Leases is in full force and effecta Material Adverse Effect.

Properties. The (a) Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company or one of Material Adverse Effect, the Company and its Subsidiaries (i) has have good and marketable title to to, or valid leasehold interests in, all the properties tangible property and assets (A) reflected in on the 2007 Company Balance Sheet or acquired after the Balance Sheet Date, except as being owned by the Company or one of its Subsidiaries (other than any such properties or assets sold or have been disposed of since such date the Balance Sheet Date in the ordinary course of business consistent with past practicebusiness. (b) Section 14(b) of the Company Disclosure Letter sets forth a true, correct and complete (in all material respects) list of all real property and interests in real property owned in fee simple by the Company or (B) acquired after January 31any of its Subsidiaries. Except as had not had, 2007 which are material and would not reasonably be expected to have, a Company Material Adverse Effect, the Company's business on a consolidated basisCompany and its Subsidiaries have good, valid and marketable title, in fee or valid leasehold, easement or other rights, in each case, free and clear of all Liens other than Permitted Liens. Except , to the land, buildings, structures and other improvements thereon and fixtures thereto necessary to permit the Company and its Subsidiaries to conduct their business as set forth in currently conducted. (c) Section 3.01(l14(c) of the Company Disclosure ScheduleLetter sets forth a true, the Company or one of its Subsidiaries has good correct and valid leasehold interests complete (in all real property material respects) list as of the date of this Agreement of all leases, licenses, subleases and occupancy agreements of real property that (i) are for manufacturing or distribution spaces or (ii) require annual rents of $3,000,000 or more and are not terminable by the Company upon 60 days’ notice or less, to which the Company or any of its Subsidiaries is a party (each, a “Material Lease”). (d) To the "Leases") and is in sole possession of the properties purported to be leased thereunder. Except as set forth in Section 3.01(l) of the Company Disclosure Schedule, each Lease is in full force and effect and constitutes a legal, valid and binding obligation of, and is legally enforceable againstCompany’s Knowledge, the respective parties thereto. Except as set forth Company’s owned and leased real properties, including all buildings, structures, improvements, fixtures and building systems thereon, are in Section 3.01(l) of the Company Disclosure Schedule, there is no uncured breach, good condition and no default exists, on the part of landlord under any of the Leases, repair having regard to their use and the Company has no knowledge of breach or default or any event, condition or state of facts, which with the giving of notice or the passage of time, or both, would constitute a breach or default by the Company or any of its Subsidiaries under any Lease. There is no suit, action, arbitration or other proceeding with respect to the Leases or the premises leased under the Leases. Neither the Company nor or any of its Subsidiaries has received notice and does not otherwise have knowledge of any pending, threatened or contemplated condemnation proceeding affecting any premises owned or leased by the Company or any of its Subsidiaries or any part thereof or of any sale or other disposition of any such owned or leased premises or any part thereof age in lieu of condemnation. The real property leased to the Company or any of its Subsidiaries under the Leases encompasses all real property used by the Company and its Subsidiaries, and neither the Company nor or any of its Subsidiaries owns any real property and does not have any options to purchase real property. The landlord under each of the Leases has performed all initial improvements required to be performed by it under such Lease and all tenant improvements allowances have been paid to the Company or any of its Subsidiaries as tenant under such Lease. All insurance required to be maintained by the Company or any of its Subsidiaries under each of the Leases is in full force and effectmaterial respects.

Properties. The Company or one of its Subsidiaries (i) has The Company and its Subsidiaries have good and marketable title to, valid leasehold interests in, or valid licenses to use, all the properties property and assets (A) reflected in the 2007 Balance Sheet as being owned by of the Company or one of and its Subsidiaries (other than any such properties or including the property and assets sold or disposed of since such date in the ordinary course of business consistent with past practice) or (B) acquired after January 31, 2007 which are material to the Company's business on a consolidated basisCSD), free and clear of all Liens, except as described on Schedule 3(q) or such as do not materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company and any of its Subsidiaries. Except as set All such properties and assets are in good working order and condition, ordinary wear and tear excepted. Schedule 3(q) sets forth in Section 3.01(la complete and accurate list of the location, by state and street address, of all real property owned, licensed or leased by the Company and its Subsidiaries and identifies the interest (fee, leasehold or license) of the Company Disclosure Schedule, the or Subsidiary therein. The Company or one of its Subsidiaries has good and valid leasehold interests in all real property leases, subleases and occupancy agreements the leases described on Schedule 3(q) to which it is a party. True, complete and correct copies of each such lease have been delivered to each of the Buyers (or its representatives). Schedule 3(q) sets forth with respect to each such lease, the commencement date, termination date, renewal options (if any) and annual base rents. Each such lease is valid and enforceable in accordance with its terms in all material respects and is in full force and effect. To the best knowledge of the Company, no other party to any such lease is in default of its obligations thereunder, and none of the Company or any of its Subsidiaries is a (or any other party (the "Leases"to any such lease) and is in sole possession has at any time delivered or received any notice of the properties purported to be leased thereunder. Except as set forth in Section 3.01(l) of the Company Disclosure Schedule, each Lease is in full force and effect and constitutes a legal, valid and binding obligation of, and is legally enforceable against, the respective parties thereto. Except as set forth in Section 3.01(l) of the Company Disclosure Schedule, there is no default which remains uncured breach, under any such lease and no default existsevent has occurred which, on the part of landlord under any of the Leases, and the Company has no knowledge of breach or default or any event, condition or state of facts, which with the giving of notice or the passage of time, time or both, would constitute a breach default under any such lease. (ii) All Permits material to the Company or default its Subsidiaries required to have been issued to the Company or its Subsidiaries with respect to the real property owned, licensed or leased by the Company or any of its Subsidiaries under to enable such property to be lawfully occupied and used for all of the purposes for which it is currently occupied and used (separate and apart from any Lease. There is no suitother properties), action, arbitration or other proceeding have been lawfully issued and are in full force and effect and all such real property complies with respect to the Leases or the premises leased under the Leases. all applicable Legal Requirements and Policies covering such properties in all material respects. (iii) Neither the Company nor or any of its Subsidiaries have received any notice, nor has received notice and does not otherwise have knowledge any knowledge, of any pending, threatened or contemplated condemnation proceeding affecting any premises owned real property owned, licensed or leased by the Company or any Subsidiary. (iv) No portion of any real property owned, licensed or leased by the Company or any of its Subsidiaries has suffered any damage by fire or any part thereof or other casualty loss which has not heretofore been completely repaired and restored to its condition existing prior to such casualty. No portion of any sale or improvements (other disposition than paving, parking and landscaped areas) constructed on any of any such owned the real property owned, licensed or leased premises or any part thereof in lieu of condemnation. The real property leased to the Company or any of its Subsidiaries under the Leases encompasses all real property used by the Company and its Subsidiaries, and neither the Company nor or any of its Subsidiaries owns any real property and does not have any options to purchase real property. The landlord under each of the Leases has performed all initial improvements required to be performed by it under such Lease and all tenant improvements allowances have been paid to the Company or any of its Subsidiaries as tenant under such Lease. All insurance required to be maintained by the Company or any of its Subsidiaries under each of the Leases is located in full force and effecta special flood hazard area as designated by any Governmental Authority.

Properties. The Company or one of its Subsidiaries (a) (i) has good The Company and marketable title to all the properties and assets (A) reflected in the 2007 Balance Sheet as being owned by the Company or one of its Subsidiaries (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 January 31, 2007 which are material to the Company's business on a consolidated basis, free and clear of all Liens. Except as set forth in Section 3.01(l) of the Company Disclosure Schedule, the Company or one 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 all real property leases, subleases and occupancy agreements to which the Company or any of its Subsidiaries is a party has leasehold interests, are free and clear of all Liens, except for Permitted Liens. (the "Leases"b) and is in sole possession of the properties purported to be leased thereunder. Except as set forth in Section 3.01(l5.21(b) of the Company Disclosure ScheduleSchedule sets forth a complete and correct list of all real property and interests in real property, each Lease is in full force and effect and constitutes a legalif any, valid and binding obligation of, and is legally enforceable against, the respective parties thereto. Except as set forth in Section 3.01(l) of the Company Disclosure Schedule, there is no uncured breach, and no default exists, on the part of landlord under any of the Leases, and the Company has no knowledge of breach or default or any event, condition or state of facts, which with the giving of notice or the passage of time, or both, would constitute a breach or default currently owned by the Company or any of its Subsidiaries under any Lease(each, an “Owned Real Property”). There is no suit, action, arbitration or other proceeding with respect to the Leases or the premises leased under the Leases. Neither Section 5.21(b) of the Company nor Disclosure Schedule sets forth (i) a true and complete list of all real property leased, subleased or any of its Subsidiaries has received notice and does not otherwise have knowledge of any pending, threatened or contemplated condemnation proceeding affecting any premises owned or leased occupied by the Company or any of its Subsidiaries or any part thereof or in respect of any sale or other disposition of any such owned or leased premises or any part thereof in lieu of condemnation. The real property leased to which the Company or any of its Subsidiaries under has annual rental obligations of $1,000,000 or more (each, a “Leased Real Property”), (ii) the Leases encompasses all real property used address for each Leased Real Property, (iii) current rent amounts payable by the Company or its Subsidiaries related to such Leased Real Property and its Subsidiaries(iv) a description of the applicable lease, sublease or other agreement therefore and neither any and all amendments, modifications, side letters relating thereto. 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 execution, delivery or performance of this Agreement by the Company nor or any of its Subsidiaries owns any real property and does not have any options to purchase real property. The landlord under each the consummation by the Company of the Leases has performed all initial improvements required to be performed by it under such Lease and all tenant improvements allowances have been paid to transactions contemplated hereby. No interest of the Company or any of its Subsidiaries as tenant under in a Lease Agreement is subject to any Lien, other than Permitted Liens, including any mortgage, pledge, lien, encumbrance, sublease, assignment, license or other agreement granting to any Third Party any interest in such LeaseLease Agreement or any right to the use or occupancy of any Leased Real Property. All insurance The Company and each of its Subsidiaries has performed all material obligations required to be maintained performed by it to date under each Lease Agreement, and there are no outstanding defaults or circumstances which, upon the giving of notice or passage of time or both, would constitute a default or breach by the Company or any of its Subsidiaries or, to the Knowledge of the Company, the other party thereto under any Lease Agreement. (c) With respect to each Leased Real Property, neither the Company nor any of its Subsidiaries has subleased, licensed or otherwise granted anyone a right to use or occupy such Leased Real Property or any portion thereof. The Company and each of its Subsidiaries enjoy peaceful and undisturbed possession of the Leases is in full force Owned Real Property and effectthe Leased Real Property.

Properties. The Company (a) No member of the Seller Group owns or one has ever owned any Real Property for use in, or necessary for the operation of, the Business, nor is any member of its Subsidiaries (i) has good and marketable title the Seller Group party to all the properties and assets (A) reflected in the 2007 Balance Sheet as being owned by the Company any agreement to purchase or one of its Subsidiaries (other than sell any such properties or assets sold or disposed of since such date in the ordinary course of business consistent with past practiceReal Property. (b) or (B) acquired after January 31, 2007 which are material to the Company's business on a consolidated basis, free and clear of all Liens. Except as set forth in Section 3.01(lSchedule 4.9(b) of the Company Disclosure ScheduleLetter sets forth the Real Property currently leased, subleased or licensed by or from any member of the Company Seller Group or one otherwise used or occupied by any member of its Subsidiaries has good the Seller Group for the operation of the Business, as of the date hereof (the “Business Leasehold Property”), which schedule contains a description (including street address and valid leasehold interests in use) of all real property of the leases, subleases and other occupancy agreements with respect to which the Company Business Leasehold Property. (c) There are no parties other than Seller and the other members of the Seller Group in possession of any of the Business Leasehold Property or any of its Subsidiaries is portion thereof, and there are no leases, subleases, licenses, concessions or other agreements, written or oral, granting to any party or parties (other than a party (the "Leases") and is in sole possession member of the properties purported to be leased thereunder. Except as set forth in Section 3.01(lSeller Group) the right of use or occupancy of any portion of the Company Disclosure ScheduleBusiness Leasehold Property or any portion thereof. No personnel of the Seller Group that are not Business Employees occupy the Real Property under the Transferred Lease Agreement and no Business Employees occupy any Real Property other than under the Transferred Lease Agreement. (d) Prior to the date hereof, Seller has delivered to Buyer true, complete and correct copies of each Lease Agreement and all material correspondence related to the Business Leasehold Property. Each of the Lease Agreements is in full force and effect without modification or amendment from the form delivered, or made available, to Buyer and constitutes a legalare valid, valid binding and binding obligation ofenforceable in accordance with their respective terms except as enforceability may be affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to or affecting creditors’ rights generally, and is legally enforceable against, the respective parties theretogeneral equitable principles (whether considered in a proceeding in equity or at Law). Except as set forth in Section 3.01(l) Each member of the Company Disclosure Schedule, there is no uncured breach, and no default exists, on the part of landlord under any of the Leases, and the Company has no knowledge of breach or default or any event, condition or state of facts, which with the giving of notice or the passage of time, or both, would constitute a breach or default by the Company or any of its Subsidiaries under any Lease. There is no suit, action, arbitration or other proceeding with respect to the Leases or the premises leased under the Leases. Neither the Company nor or any of its Subsidiaries has received notice and does not otherwise have knowledge of any pending, threatened or contemplated condemnation proceeding affecting any premises owned or leased by the Company or any of its Subsidiaries or any part thereof or of any sale or other disposition of any such owned or leased premises or any part thereof in lieu of condemnation. The real property leased to the Company or any of its Subsidiaries under the Leases encompasses all real property used by the Company and its Subsidiaries, and neither the Company nor or any of its Subsidiaries owns any real property and does not have any options to purchase real property. The landlord under each of the Leases Seller Group has performed all initial improvements material obligations required to be performed by it to date under such each Lease Agreement to which it is a party, and all tenant improvements allowances have been paid is not (with or without the lapse of time or the giving of notice, or both) in breach or default thereunder and, to the Company Knowledge of Seller, no other party to any Lease Agreement is (with or without the lapse of time or the giving of notice, or both) in material breach or material default thereunder. Except pursuant to documentation made available to Buyer, neither Seller nor any other member of the Seller Group has assigned any of its Subsidiaries as tenant interests under such Leaseany Lease Agreement to which it is a party. No Lease Agreement is subject or subordinate to any Lien. All insurance material construction work and alterations required to be maintained performed by the Company tenant under the Lease Agreements have been completed. The Business Leasehold Property is in a condition suitable for return to the lessor under the terms of the applicable Lease Agreement without payment of any penalty or forfeiture of a security deposit or any of its Subsidiaries under each portion thereof. Neither the operation of the Leases Seller Group on the Business Leasehold Property nor, to the Knowledge of Seller, such Business Leasehold Property, violates any Law relating to such property or operations thereon. The Seller Group is not party to any agreement or subject to any claim that may require the payment of any real estate brokerage commissions with respect to the Business Leasehold Property. (e) The plants, buildings and other structures included in full force the Acquired Assets (i) have no material defects, (ii) are in good operating condition and effectrepair (giving due account to the age and length of use of same), ordinary wear and tear excepted, (iii) are suitable for use in connection with the Business, and (iv) are structurally sound, except where failure of any of the representations in the foregoing clauses (i) through (iv) could not be reasonably expected to materially adversely affect the conduct of the Business at the applicable Real Property or result in material Liability or expense. (f) The plants, buildings and structures included in the Acquired Assets have access to (i) public roads or valid easements over private streets or private property for such ingress to and egress from all such plants, buildings and structures and (ii) water supply, storm and sanitary sewer facilities, telephone, gas and electrical connections, fire protection, drainage and other public utilities, in each case as is necessary for the conduct of the Business, except where failure of any of the representations in clauses (i) and (ii) hereof could not be reasonably expected to materially adversely affect the conduct of the Business at the applicable Real Property. None of the structures on the Real Property substantially encroaches upon real property of another Person, and no structure of any other Person substantially encroaches upon any Real Property, except where any such encroachment could not reasonably be expected to have a Business Material Adverse Effect.

Properties. The Company or one of its Subsidiaries (i) A list and description of all real property owned or leased by CFB (including any property acquired in a judicial foreclosure proceeding or by way of a deed in lieu of foreclosure or similar transfer) (collectively, the “Real Property”), is set forth in CFFG’s/CFB’s joint Disclosure Letter. CFB has good and marketable title to all Real Property owned by it, in each case free and clear of any Liens except (i) liens for taxes not yet due and payable and (ii) such easements, restrictions and encumbrances, if any, as are not material in character, amount or extent, and do not materially detract from the value, or materially interfere with the present use of the properties subject thereto or affected thereby. Each lease pursuant to which CFB, as lessee, leases real or personal property is valid and assets in full force and effect and neither CFB, nor, to CFB’s knowledge, any other party to any such lease, is in default or in violation of any material provisions of any such lease. A complete and correct copy of each such lease is attached as an exhibit to CFFG’s/CFB’s joint Disclosure Letter. All Real Property owned or leased by CFB are in a good state of maintenance and repair (Anormal wear and tear excepted), conform in all material respects with all applicable ordinances, regulations and zoning laws and are considered by CFB to be adequate for the current business of CFB. To the knowledge of CFB, none of the buildings, structures or other improvements located on any Real Property owned or leased by CFB encroaches upon or over any adjoining parcel or real estate or any easement or right-of-way. (ii) reflected in the 2007 Balance Sheet as being CFB has good and marketable title to all tangible personal property owned by the Company or one of its Subsidiaries (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 January 31, 2007 which are material to the Company's business on a consolidated basisit, free and clear of all Liens except such Liens. Except , if any, as set forth are not material in Section 3.01(l) of character, amount or extent, and do not materially detract from the Company Disclosure Schedulevalue, or materially interfere with the Company or one of its Subsidiaries has good and valid leasehold interests in all real property leases, subleases and occupancy agreements to which the Company or any of its Subsidiaries is a party (the "Leases") and is in sole possession present use of the properties purported to be leased thereundersubject thereto or affected thereby. Except as set forth in Section 3.01(l) of the Company Disclosure Schedule, each Lease is in full force and effect and constitutes a legal, valid and binding obligation of, and is legally enforceable against, the respective parties thereto. Except as set forth in Section 3.01(l) of the Company Disclosure Schedule, there is no uncured breach, and no default exists, on the part of landlord under any of the Leases, and the Company has no knowledge of breach or default or any event, condition or state of facts, which with the giving of notice or the passage of time, or both, would constitute a breach or default by the Company or any of its Subsidiaries under any Lease. There is no suit, action, arbitration or other proceeding with With respect to personal property used in the Leases or the premises business of CFB that is leased rather than owned, CFB is not in default under the Leases. Neither the Company nor or any of its Subsidiaries has received notice and does not otherwise have knowledge of any pending, threatened or contemplated condemnation proceeding affecting any premises owned or leased by the Company or any of its Subsidiaries or any part thereof or of any sale or other disposition terms of any such owned or leased premises or any part thereof in lieu of condemnation. The real property leased to the Company or any of its Subsidiaries under the Leases encompasses all real property used by the Company and its Subsidiaries, and neither the Company nor or any of its Subsidiaries owns any real property and does not have any options to purchase real property. The landlord under each of the Leases has performed all initial improvements required to be performed by it under such Lease and all tenant improvements allowances have been paid to the Company or any of its Subsidiaries as tenant under such Lease. All insurance required to be maintained by the Company or any of its Subsidiaries under each of the Leases is in full force and effectlease.

Properties. The Company or one of its Subsidiaries (a) (i) has good The Company and marketable title to all the properties and assets (A) reflected in the 2007 Balance Sheet as being owned by the Company or one of its Subsidiaries (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 January 31, 2007 which are material to the Company's business on a consolidated basis, free and clear of all Liens. Except as set forth in Section 3.01(l) of the Company Disclosure Schedule, the Company or one 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 all real property leases, subleases and occupancy agreements to which the Company or any of its Subsidiaries is a party has leasehold interests, are free and clear of all Liens, except for Permitted Liens. (the "Leases"b) and is in sole possession of the properties purported to be leased thereunder. Except as set forth in Section 3.01(l5.21(b) of the Company Disclosure ScheduleSchedule sets forth a complete and correct list of all real property and interests in real property, each Lease is in full force and effect and constitutes a legalif any, valid and binding obligation of, and is legally enforceable against, the respective parties thereto. Except as set forth in Section 3.01(l) of the Company Disclosure Schedule, there is no uncured breach, and no default exists, on the part of landlord under any of the Leases, and the Company has no knowledge of breach or default or any event, condition or state of facts, which with the giving of notice or the passage of time, or both, would constitute a breach or default currently owned by the Company or any of its Subsidiaries under any Lease(each, an “Owned Real Property”). There is no suit, action, arbitration or other proceeding with respect to the Leases or the premises leased under the Leases. Neither Section 5.21(b) of the Company nor Disclosure Schedule sets forth (i) a true and complete list of all real property leased, subleased or any of its Subsidiaries has received notice and does not otherwise have knowledge of any pending, threatened or contemplated condemnation proceeding affecting any premises owned or leased occupied by the Company or any of its Subsidiaries or any part thereof or in respect of any sale or other disposition of any such owned or leased premises or any part thereof in lieu of condemnation. The real property leased to which the Company or any of its Subsidiaries under has annual rental obligations of $50,000 or more (each, a “Leased Real Property”), (ii) the Leases encompasses all real property used address for each Leased Real Property, (iii) current rent amounts payable by the Company or its Subsidiaries related to such Leased Real Property and its Subsidiaries(iv) a description of the applicable lease, sublease or other agreement therefore and neither any and all amendments, modifications, side letters relating thereto. 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 execution, delivery or performance of this Agreement by the Company nor or the consummation by the Company of the transactions contemplated hereby. No interest of the Company or any Subsidiary in a Lease Agreement is subject to any Lien, other than Permitted Liens, 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 to the use or occupancy of any Leased Real Property. The Company and each of its Subsidiaries owns any real property and does not have any options to purchase real property. The landlord under each of the Leases has performed all initial improvements material obligations required to be performed by it to date under such each Lease Agreement, and all tenant improvements allowances have been paid to there are no outstanding defaults or circumstances which, upon the Company giving of notice or any passage of its Subsidiaries as tenant under such Lease. All insurance required to be maintained time or both, would constitute a default or breach by the Company or any Subsidiary or, to the Knowledge of the Company, the other party thereto under any Lease Agreement. (c) With respect to each Leased Real Property, neither the Company nor any of its Subsidiaries under has subleased, licensed or otherwise granted anyone a right to use or occupy such Leased Real Property or any portion thereof. The Company and each of its Subsidiaries enjoy peaceful and undisturbed possession of the Leases is in full force Owned Real Property and effectthe Leased Real Property.

Properties. (a) Neither the Company nor any of its Subsidiaries owns any real property. (b) Section 3.14(b) of the Company Disclosure Letter contains a true and complete list of all real property leased or subleased (whether as tenant or subtenant) by the Company or any Subsidiary of the Company (including the improvements thereon, the “Leased Real Property”). (c) The Company or one of its Subsidiaries (i) has good and marketable title to valid leasehold estates in all the properties and assets (A) reflected in the 2007 Balance Sheet as being owned by the Company or one of its Subsidiaries (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 January 31, 2007 which are material to the Company's business on a consolidated basis, Leased Real Property free and clear of all LiensEncumbrances, except Permitted Encumbrances. Except as set forth in Section 3.01(l) of the Company Disclosure Schedule, the The Company or one of its Subsidiaries has good exclusive possession of each Leased Real Property, other than any use and valid leasehold interests in all occupancy rights granted to third-party owners, tenants or licensees pursuant to agreements with respect to such real property leases, subleases and occupancy agreements to which entered in the Company or any ordinary course of its Subsidiaries is a party business. (i) Each lease for the "Leases") and is in sole possession of the properties purported to be leased thereunder. Except as set forth in Section 3.01(l) of the Company Disclosure Schedule, each Lease Leased Real Property is in full force and effect and constitutes a legal, is valid and binding obligation ofenforceable 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, and is legally enforceable against, the respective parties thereto. Except as set forth in Section 3.01(l(ii) of the Company Disclosure Schedule, there is no uncured breachdefault under any lease for the Leased Property either by the Company or its Subsidiaries or, to the Knowledge of the Company, by any other party thereto, and no default existsevent has occurred that, on with the part lapse of landlord under any of the Leases, and the Company has no knowledge of breach time or default or any event, condition or state of facts, which with the giving of notice or the passage of time, or both, would constitute a breach or default by the Company or any of its Subsidiaries under thereunder. (e) (i) There are no pending or, to the Knowledge of the Company, threatened condemnation or eminent domain proceedings that affect any Lease. There is no suitLeased Real Property, action, arbitration and (ii) the Company has not received any written notice of the intention of any Governmental Entity or other proceeding with respect Person to the Leases or the premises leased under the Leases. Neither the Company nor or take any of its Subsidiaries has received notice and does not otherwise have knowledge of any pending, threatened or contemplated condemnation proceeding affecting any premises owned or leased by the Company or any of its Subsidiaries or any part thereof or of any sale or other disposition of any such owned or leased premises or any part thereof in lieu of condemnation. The real property leased to the Company or any of its Subsidiaries under the Leases encompasses all real property used by the Company and its Subsidiaries, and neither the Company nor or any of its Subsidiaries owns any real property and does not have any options to purchase real property. The landlord under each of the Leases has performed all initial improvements required to be performed by it under such Lease and all tenant improvements allowances have been paid to the Company or any of its Subsidiaries as tenant under such Lease. All insurance required to be maintained by the Company or any of its Subsidiaries under each of the Leases is in full force and effectLeased Real Property.

Properties. (a) Neither the Company nor any of its Subsidiaries owns or has ever owned any real property. (b) Section 4.18(b) of the Company Disclosure Letter sets forth a true and complete list, as of the date of this Agreement, of all real property leased by or for the benefit of the Company or any of its Subsidiaries (the “Leased Real Property”). The Leased 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. (c) The Company or one of its Subsidiaries (i) has good and marketable leasehold title to all Leased Real Property, in each case, free and clear of all Liens (except for Permitted Liens). The Company has made available to Parent copies of all leases, subleases, or licenses, and all material amendments thereto and modifications thereof, with respect to the properties and assets (A) reflected in occupancy of the 2007 Balance Sheet as being owned Leased Real Property by the Company or one of its Subsidiaries (other than each, a “Real Property Lease”). (d) Each of the Company and its Subsidiaries has complied with the terms of all Real Property Leases to which it is a party, and all such leases are in full force and effect, except for any such properties noncompliance or assets sold failure to be in full force and effect that, individually or disposed of since such date in the ordinary course of business consistent with past practice) or (B) acquired after January 31aggregate, 2007 which are has not been and would not reasonably be expected to be material to the Company's business on Company and its Subsidiaries, taken as a consolidated basis, free and clear of all Lienswhole. Except Provided any landlord consents as may be set forth in on Section 3.01(l4.18(d) of the Company Disclosure ScheduleLetter are obtained, all Real Property Leases, unless expired, shall remain valid and binding and in full force and effect in accordance with their terms following the Effective Time (except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar Laws affecting the enforcement of creditors’ rights generally or by general principles of equity). (e) The Company or one of its Subsidiaries has good and valid leasehold interests in all real property leases, subleases and occupancy agreements to which the Company or any of its Subsidiaries is a party (the "Leases") and is in sole possession of the properties purported to be leased thereunder. Except as set forth in Section 3.01(l) of the Company Disclosure Schedule, each Lease is in full force and effect and constitutes a legal, valid and binding obligation of, and is legally enforceable against, the respective parties thereto. Except as set forth in Section 3.01(l) of the Company Disclosure Schedule, there is no uncured breach, and no default exists, on the part of landlord under any of the Leases, and the Company has no knowledge of breach or default or any event, condition or state of facts, which with the giving of notice or the passage of timetitle to, or botha valid leasehold interest in, would constitute a breach or default by the Company or any of its Subsidiaries under any Lease. There is no suit, action, arbitration or other proceeding with respect to the Leases or the premises leased under the Leases. Neither the Company nor or any of its Subsidiaries has received notice and does not otherwise have knowledge of any pending, threatened or contemplated condemnation proceeding affecting any premises owned or leased by the Company or any of its Subsidiaries or any part thereof or of any sale or other disposition of any such owned or leased premises or any part thereof in lieu of condemnation. The real property leased to the Company or any of its Subsidiaries under the Leases encompasses all real property used by material tangible assets that are necessary for the Company and its SubsidiariesSubsidiaries to conduct their respective businesses as currently conducted, free and neither clear of all Liens (other than Permitted Liens). Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, the tangible personal property currently used in the operation of the business of the Company nor or any of and its Subsidiaries owns any real property and does not have any options to purchase real property. The landlord under each of the Leases has performed all initial improvements required to be performed by it under such Lease and all tenant improvements allowances have been paid to the Company or any of its Subsidiaries as tenant under such Lease. All insurance required to be maintained by the Company or any of its Subsidiaries under each of the Leases is in full force good working order (reasonable wear and effecttear excepted).

Properties. (a) The Company or one of its Subsidiaries (i) has good and marketable title to all the properties and assets (A) reflected in the 2007 Balance Sheet as being owned by the Company or one of its Subsidiaries (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 January 31, 2007 which are material to the Company's business on a consolidated basis, free and clear of all Liens. Except as set forth in Section 3.01(l) of the Company Disclosure Schedule, the Company or one 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 properties and material tangible assets. All such assets and properties, other than assets and properties in all real property leases, subleases and occupancy agreements to which the Company or any of its Subsidiaries is a party has leasehold interests, are free and clear of all Liens, except for Permitted Liens. (the "Leases"b) and is in sole possession of the properties purported to be leased thereunder. Except as set forth in Section 3.01(l3.22(b) of the Company Disclosure ScheduleSchedule sets forth a complete and correct list of all real property and interests in real property leased by the Company or any of its Subsidiaries (each, a “Leased Real Property”). Neither the Company nor any of its Subsidiaries owns or has previously owned in fee any real property or held any other interests in real property (other than the leasehold interests in the Leased Real Property). (c) With respect to each Lease is Leased Real Property, neither the Company nor any of its Subsidiaries has subleased, licensed or otherwise granted anyone a right to use or occupy such Leased Real Property or any portion thereof. The Company and each of its Subsidiaries enjoy peaceful and undisturbed possession of the Leased Real Property. (d) All leases (“Lease”) with respect to the Leased Real Property are valid, in full force and effect and constitutes a legal, valid and binding obligation ofenforceable, and is legally enforceable against, the respective parties thereto. Except as set forth in Section 3.01(l) of the Company Disclosure Schedule, there is are no uncured breach, and no default exists, existing defaults on the part of landlord under the Company or any of its Subsidiaries, and, as of the Leasesdate hereof, and the Company or any of its Subsidiaries has no knowledge not received or given notice of breach or default or claimed default with respect to any eventLease, condition or state of facts, which nor is there any event that with the giving of notice or the passage lapse of time, or both, would constitute a breach or default by on the part of the Company or any of its Subsidiaries under any Lease. There is no suit, action, arbitration or other proceeding with respect to the Leases or the premises leased under the Leases. Neither the Company nor or any of its Subsidiaries has received notice and does not otherwise have knowledge of any pending, threatened or contemplated condemnation proceeding affecting any premises owned or leased by the Company or any of its Subsidiaries or any part thereof or of any sale or other disposition of any such owned or leased premises or any part thereof in lieu of condemnationthereunder. The real property leased Company has delivered to the Company or Parent accurate and complete copies of all Leases and any of its Subsidiaries under the Leases encompasses all real property used by the Company amendments and its Subsidiaries, and neither the Company nor or any of its Subsidiaries owns any real property and does not have any options to purchase real property. The landlord under each of the Leases has performed all initial improvements required to be performed by it under such Lease and all tenant improvements allowances have been paid to the Company or any of its Subsidiaries as tenant under such Lease. All insurance required to be maintained by the Company or any of its Subsidiaries under each of the Leases is in full force and effectmodifications thereof.

Properties. (a) The Company or one of and its Subsidiaries (i) has good and marketable title to all the properties and assets (A) reflected in the 2007 Balance Sheet as being owned by the Company or one of its Subsidiaries (other than do not own 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 January 31, 2007 which are material to the Company's business on a consolidated basis, free and clear of all Liensreal property. Except as set forth in Section 3.01(l4.14(a) of the Company Disclosure ScheduleLetter sets forth a true, the Company or one correct and complete list of its Subsidiaries has good and valid leasehold interests in all real property leases, subleases and or other occupancy agreements (including all amendments, extensions, renewals and guaranties with respect thereto) (each a “Real Property Lease”) for real property (such real property, the “Leased Real Property”) pursuant to which the Company or any of its Subsidiaries is a party (the "Leases") and is in sole possession tenant, subtenant or occupant as of the properties purported to be leased thereunderdate of this Agreement. Except as set forth would not have, individually or in Section 3.01(l) of the aggregate, a Material Adverse Effect, each Real Property Lease is valid and binding on the Company Disclosure Scheduleor its Subsidiary, each Lease as applicable, and is in full force and effect and constitutes a legalenforceable in accordance with its terms (subject to applicable bankruptcy, valid insolvency, reorganization, moratorium or other laws affecting generally the enforcement of creditors’ rights and binding obligation of, and is legally enforceable against, the respective parties thereto. subject to general principles of equity). (b) Except as set forth would not have, individually or in Section 3.01(l) the aggregate, a Material Adverse Effect, none of the Company Disclosure ScheduleCompany, there is no uncured breachany of its Subsidiaries nor, and no default existsto the Company’s knowledge, on the part of landlord under any of the Leasesother parties thereto, and the Company has no knowledge is in breach of breach or default or under any eventReal Property Lease and, condition to the Company’s knowledge, no circumstances or state of factsfacts presently exists which, which with the giving of notice or the passage of time, or both, would constitute a breach or default by the under any Real Property Lease. The Company or any of and its Subsidiaries under are not parties to any Leasewritten or oral sublease, license, occupancy agreement or other Contract of any kind that grants to any other Person the right to use or occupy any Leased Real Property. There is no suitpending, actionand to the knowledge of the Company, arbitration there is no threatened condemnation, eminent domain, taking or other similar proceeding affecting any Leased Real Property or any portion thereof. The Company has made available to Parent and Merger Subsidiary prior to the date of this Agreement true and complete copies of each Real Property Lease. No security deposit or portion thereof deposited with respect to the Leases any Real Property Lease has been applied in respect of a breach or the premises leased default under the Leasessuch Real Property Lease which has not been redeposited in full. Neither the Company nor any Company Subsidiary owes, or will owe in the future, any of material brokerage commissions or finder’s fees with respect to any Real Property Lease. (c) The Company and its Subsidiaries have good, valid and marketable title to, or leases and has received notice a valid leasehold interest in, all of the assets, properties and does not otherwise have knowledge of any pending, threatened interests in properties (tangible or contemplated condemnation proceeding affecting any premises intangible) reflected as being owned or leased by the Company or any of its Subsidiaries or any part thereof or of any sale or other disposition of any such owned or leased premises or any part thereof in lieu of condemnation. The real property leased to the Company or any of its Subsidiaries under in the Leases encompasses Company Balance Sheet or acquired after the Company Balance Sheet Date (including a valid leasehold interest in all real Leased Real Property), free and clear of all Liens, except (i) for Permitted Liens, (ii) for assets disposed of in the ordinary course of business consistent with past practices after the Company Balance Sheet Date and (iii) as would not have, individually or in the aggregate, a Material Adverse Effect. Except as would not have, individually or in the aggregate, a Material Adverse Effect, such assets, properties and interests in properties (tangible and intangible) include all assets, properties and interests in properties (tangible and intangible) necessary to enable the Company and its Subsidiaries to carry on their respective businesses as presently conducted and the Company or a Company Subsidiary has peaceful, undisturbed possession of all the Leased Real Property. All tangible personal property used by the Company and its Subsidiaries, and neither the Company nor or any of its Subsidiaries owns any real property and does not have any options to purchase real property. The landlord under each in the operation of the Leases has performed all initial improvements required to be performed by it under such Lease and all tenant improvements allowances have been paid to the Company or any of its Subsidiaries as tenant under such Lease. All insurance required to be maintained by the Company or any of its Subsidiaries under each of the Leases their respective business is in full force reasonably good condition and effectrepair, subject to reasonable wear and tear considering the age and ordinary course of use of such property consistent with past practice.

Properties. The (a) Section 2.10(a) of the Disclosure Schedule lists the address and owner of each parcel of real property owned by a member of the Company Group having a value in excess of $750,000 (the “Owned Real Property”). Immediately prior to the Closing, a member of the Company Group will have good and marketable fee simple title to the all of the Owned Real Property, free and clear of Liens, other than Permitted Liens. No member of the Company Group is obligated under, nor is a party to, any option, right of first refusal or one other contractual right granting any third party the right to purchase or acquire and obligating any member of its Subsidiaries the Company Group to sell, assign or dispose of any of the Owned Real Property or any portion thereof or interest therein. All buildings, structures, facilities, fixtures and other improvements (“Improvements”) located on the Owned Real Property (i) are in reasonable condition and repair in accordance with normal and customary industry practices (ordinary wear and tear excepted), and (ii) are available for immediate use in the operations of the Stations as currently conducted. (b) Section 2.10(b) of the Disclosure Schedule lists all lease(s) of real property where a member of the Company Group leases real property with annual rental payments in excess of $750,000 (“Real Property Leases”). A member of the Company Group has good and marketable leasehold title to its interests in all of the properties real property leased to it under the Real Property Leases (the “Leased Real Property” and assets (A) reflected in together with the 2007 Balance Sheet as being owned by Owned Real Property, the Company or one of its Subsidiaries (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 January 31, 2007 which are material to the Company's business on a consolidated basis“Real Property”), free and clear of all Liens, except for Permitted Liens. All Improvements located on the Leased Real Property (i) are in reasonable condition and repair in accordance with normal and customary industry practices (ordinary wear and tear excepted), and (ii) are available for immediate use in the operations of the Stations as currently conducted. With respect to the Leased Real Property, a member of the Company Group is in peaceable possession under each such Real Property Lease. (c) All of the Real Property has access to public roads or streets, and all utilities and services necessary for the proper and lawful conduct in all material respects regarding the operation of the Stations. To the Knowledge of the Company Group, there does not exist any actual or threatened condemnation or eminent domain proceedings, planned public improvements, annexation, special assessments, zoning or subdivision changes, or other adverse claims affecting any the Real Property, and, as of the date hereof, the Company Group has not received any written notice of the intention of any Governmental Body or other Person to take or use all or any part thereof. (d) Except as set forth in on Section 3.01(l2.10(d) of the Company Disclosure Schedule, : (i) to the Company or one of its Subsidiaries has good and valid leasehold interests in all real property leases, subleases and occupancy agreements to which the Company or any of its Subsidiaries is a party (the "Leases") and is in sole possession of the properties purported to be leased thereunder. Except as set forth in Section 3.01(l) Knowledge of the Company Disclosure ScheduleGroup, each Lease there is no private restrictive covenant or governmental use restriction (including zoning) on all or any portion of the Real Property that prohibits or materially interferes with the current use by the Company Group of the Real Property; and (ii) all material permits required for the occupancy and operation of Real Property as presently being used by the Company Group have been obtained and are in full force and effect and constitutes a legalin all material respects, valid and binding obligation ofand, and is legally enforceable againstas of the date hereof, the respective parties theretoCompany Group has not received any notices of material default or material violations in connection with such items. Except To the Knowledge of the Company Group, no additional approvals, permits or licenses will be required to be issued after the date hereof in order to permit Parent, following the Closing, to continue to operate the Stations on the Real Property in the same manner as set forth Company Group, other than any such approvals, permits or licenses that are ministerial in nature and are normally issued in due course upon application therefore without further action by the applicant. (e) Section 3.01(l2.10(e) of the Company Disclosure Schedule, there is no uncured breach, and no default exists, on the part of landlord under any of the Leases, and the Company has no knowledge of breach Schedule describes all personal property leased or default or any event, condition or state of facts, which with the giving of notice or the passage of time, or both, would constitute a breach or default subleased by the Company or any of its Subsidiaries with a value greater than $750,000, including machinery, equipment, furniture, vehicles, and other trade fixtures and fixed assets, and any Liens thereon, specifying the name of the lessor or sublessor, the lease term and basic annual rent. All leases of such personal property are in good standing and are valid, binding and enforceable against the Company and its Subsidiaries in accordance with their respective terms, and there does not exist under any Lease. There is no suit, action, arbitration or other proceeding with respect to the Leases or the premises leased under the Leases. Neither the Company nor or such lease any of its Subsidiaries has received notice and does not otherwise have knowledge of any pending, threatened or contemplated condemnation proceeding affecting any premises owned or leased material breach by the Company or any of its Subsidiaries or any part thereof event that with notice or lapse of any sale time or other disposition of any such owned or leased premises or any part thereof in lieu of condemnation. The real property leased to the Company or any of its Subsidiaries under the Leases encompasses all real property used by the Company and its Subsidiariesboth, and neither the Company nor or any of its Subsidiaries owns any real property and does not have any options to purchase real property. The landlord under each of the Leases has performed all initial improvements required to be performed by it under such Lease and all tenant improvements allowances have been paid to the Company or any of its Subsidiaries as tenant under such Lease. All insurance required to be maintained by the Company or any of its Subsidiaries under each of the Leases is in full force and effectwould constitute a material default.

Properties. The Company or one of its Subsidiaries (ia) has good and marketable title to all the properties and assets (A) reflected in the 2007 Balance Sheet as being owned by the Company or one of its Subsidiaries (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 January 31, 2007 which are material to the Company's business on a consolidated basis, free and clear of all Liens. Except as set forth in Section 3.01(l3.17(a) of the Company Disclosure ScheduleLetter contains a true, complete and accurate list of all real property owned by the Company and its Subsidiaries (collectively, the “Owned Real Property”). With respect to the Owned Real Property, (i) neither the Company or one nor any of its Subsidiaries has good received written notice of any condemnation proceeding or proposed action or agreement for taking in lieu of condemnation (nor to their Knowledge, is any such proceeding, action or agreement pending or threatened) with respect to any portion of the Owned Real Property and valid leasehold interests (ii) all buildings and improvements located on the Owned Real Property and used in the business of the Company are in a condition that is sufficient for the operation of the business of the Company. (b) Except as disclosed in Section 3.17(b) of the Company Disclosure Letter, Section 3.17(b) of the Company Disclosure Letter contains a true, complete and accurate list of all real property leasesleased, subleases and occupancy agreements to which subleased or licensed by or from the Company or any of its Subsidiaries is a party (the "Leases") and is in sole possession of the properties purported to be leased thereunder. Except as set forth in Section 3.01(l) of the Company Disclosure Schedule, each Lease is in full force and effect and constitutes a legal, valid and binding obligation of, and is legally enforceable against, the respective parties thereto. Except as set forth in Section 3.01(l) of the Company Disclosure Schedule, there is no uncured breach, and no default exists, on the part of landlord under any of the Leases, and the Company has no knowledge of breach or default otherwise used or any event, condition or state of facts, which with the giving of notice or the passage of time, or both, would constitute a breach or default occupied by the Company or any of its Subsidiaries under (whether as a tenant, subtenant or pursuant to other occupancy arrangements) (collectively, including the improvements thereon, the “Leased Real Property”), and for each Leased Real Property, identifies the name of the lessor, sublessor, licensor and/or lessee. True and complete copies of all Real Property Leases have been made available to Parent. The Company or any of its Subsidiaries holds a valid leasehold interest in each Lease. There All buildings and improvements used in the business of the Company at the Leased Real Property are in a condition that is no suitsufficient for the operation of the business of the Company thereat. (c) As of the date of this Agreement, actionexcept as would not reasonably be expected, arbitration individually or other proceeding in the aggregate, to materially interfere with respect its ability to conduct its business as presently conducted, or as disclosed in Section 3.17(c) of the Leases Company Disclosure Letter, the Company and/or its Subsidiaries have good and marketable title to all Owned Real Property (and to all buildings and improvements located on the Owned Real Property) and valid leasehold, subleasehold or license interests in all Leased Real Property, free and clear of all Liens, except Permitted Liens and Lien Instruments. (d) As of the premises leased under date of this Agreement, except as would not reasonably be expected, individually or in the Leases. Neither aggregate, to materially interfere with its ability to conduct its business as presently conducted, neither the Company nor or any of its Subsidiaries has received notice and does not otherwise have knowledge of any pendingwritten communication from, threatened or contemplated condemnation proceeding affecting given any premises owned written communication to, any other party to a Real Property Lease or leased by any lender alleging that the Company or any of its Subsidiaries or any part thereof or of any sale or such other disposition of any such owned or leased premises or any part thereof in lieu of condemnation. The real property leased to party, as the Company or any of its Subsidiaries under the Leases encompasses all real property used by the Company and its Subsidiariescase may be, and neither the Company nor or any of its Subsidiaries owns any real property and does not have any options to purchase real property. The landlord under each of the Leases has performed all initial improvements required to be performed by it under such Lease and all tenant improvements allowances have been paid to the Company or any of its Subsidiaries as tenant under such Lease. All insurance required to be maintained by the Company or any of its Subsidiaries under each of the Leases is in full force and effectdefault.

Properties. The Company or one of (a) BRE and its Subsidiaries (i) has have good and marketable defensible title to all of the properties Oil and assets (A) Gas Interests reflected in the 2007 Balance Sheet Reserve Reports as being attributable to interests owned by the Company BRE and its Subsidiaries, except for such Oil and Gas Interests sold, used, farmed out or one of its Subsidiaries (other than any such properties or assets sold or otherwise disposed of since such date December 31, 2012 in the ordinary course of business consistent with past practice) or (B) acquired after January 31business, 2007 which are material to the Company's business on a consolidated basis, in each case free and clear of all LiensLiens other than Permitted Liens and Production Burdens. Except as set forth would not have, individually or in Section 3.01(lthe aggregate, a Material Adverse Effect, (i) of the Company Disclosure Schedule, the Company or one of its Subsidiaries has good each Oil and valid leasehold interests in all real property leases, subleases and occupancy agreements Gas Lease to which the Company BRE or any of its Subsidiaries is a party (the "Leases") is valid and is in sole possession of the properties purported to be leased thereunder. Except as set forth in Section 3.01(l) of the Company Disclosure Schedule, each Lease is in full force and effect and constitutes a legaleffect, valid and binding obligation (ii) none of BRE or any of its Subsidiaries 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 Oil and is legally enforceable againstGas Lease, and (iii) none of BRE or any of its Subsidiaries has received written notice from the other party to any such Oil and Gas Lease that BRE or any of its Subsidiaries, as the case may be, has breached, violated or defaulted under any Oil and Gas Lease. (b) Except as would not have, individually or in the aggregate, a Material Adverse Effect, (i) either BRE or a Subsidiary of BRE has good and valid title to each material real property (and each real property at which material operations of BRE or any of its Subsidiaries are conducted) owned by BRE or any Subsidiary (but excluding the Oil and Gas Interests of BRE), other than the Real Property Leases (such owned property collectively, the respective parties thereto"BRE Owned Real Property") and (ii) either BRE or a Subsidiary of BRE has a good and valid leasehold interest in each material lease, sublease and other agreement under which BRE or any of its Subsidiaries uses or occupies or has the right to use or occupy any material real property (or real property at which material operations of BRE or any of its Subsidiaries are conducted) (but excluding the Oil and Gas Interests of BRE) (such property subject to a lease, sublease or other agreement, the "BRE Leased Real Property" and such leases, subleases and other agreements are, collectively, the "BRE Real Property Leases"), in each case, free and clear of all Liens other than any Permitted Liens, and other than any conditions, encroachments, easements, rights-of-way, restrictions and other encumbrances that do not adversely affect the existing use of the real property subject thereto by the owner (or lessee to the extent a leased property) thereof in the operation of its business. Except as set forth would not have, individually or in Section 3.01(lthe aggregate, a Material Adverse Effect, (A) of each BRE Real Property Lease is valid, binding and in full force and effect, subject to the Company Disclosure Schedule, there is Remedies Exceptions and (B) no uncured breach, and no default exists, of a material nature on the part of BRE or, if applicable, its Subsidiary or, to the knowledge of BRE, the landlord thereunder, exists under any of the LeasesBRE Real Property Lease, and the Company no event has no knowledge of breach occurred or default circumstance exists which, with or any event, condition or state of facts, which with without the giving of notice or notice, the passage of time, or both, would constitute a material breach or default under a BRE Real Property Lease. (c) Except as would not have, individually or in the aggregate, a Material Adverse Effect, (i) there are no leases, subleases, licenses, rights or other agreements affecting any portion of the BRE Owned Real Property or the BRE Leased Real Property that would reasonably be expected to adversely affect the existing use of such BRE Owned Real Property or the BRE Leased Real Property by BRE or its Subsidiaries in the Company operation of its business thereon, (ii) except for such arrangements solely among BRE and its Subsidiaries or among BRE’s Subsidiaries, there are no outstanding options or rights of first refusal in favor of any other party to purchase any BRE Owned Real Property or any portion thereof or interest therein that would reasonably be expected to adversely affect the existing use of the BRE Owned Real Property by BRE in the operation of its business thereon, and (iii) neither BRE nor any of its Subsidiaries under is currently subleasing, licensing or otherwise granting any Lease. There is no suitperson the right to use or occupy a material portion of a BRE Owned Real Property or BRE Leased Real Property that would reasonably be expected to adversely affect the existing use of such BRE Owned Real Property or BRE Leased Real Property by BRE or its Subsidiaries in the operation of its business thereon. (d) All proceeds from the sale of Hydrocarbons produced from the Oil and Gas Interests of BRE and its Subsidiaries are being received by them in a timely manner and are not being held in suspense for any reason other than awaiting preparation and approval of division order title opinions for recently drilled W▇▇▇▇ except, actionin each case, arbitration as would not have, individually or other proceeding with respect to in the aggregate, a Material Adverse Effect. (e) All of the W▇▇▇▇ and all water, CO2 or injection w▇▇▇▇ located on the Oil and Gas Leases or the premises leased under the Leases. Neither the Company nor or any Units of its Subsidiaries has received notice BRE and does not otherwise have knowledge of any pending, threatened or contemplated condemnation proceeding affecting any premises owned or leased by the Company or any of its Subsidiaries or otherwise associated with an Oil and Gas Interest of BRE or its Subsidiaries have been drilled, completed and operated within the limits permitted by the applicable Oil and Gas Contracts and applicable Law, and all drilling and completion (and plugging and abandonment) of the W▇▇▇▇ and such other w▇▇▇▇ and all related development, production and other operations have been conducted in compliance with all applicable Laws except, in each case, as would not have, individually or in the aggregate, a Material Adverse Effect. (f) All Oil and Gas Interests operated by BRE and its Subsidiaries have been operated in accordance with reasonable, prudent oil and gas field practices and in compliance with the applicable Oil and Gas Leases and applicable Law, except where the failure to so operate would not have, individually or in the aggregate, a Material Adverse Effect. (g) None of the material Oil and Gas Interests of BRE or its Subsidiaries is subject to any part thereof preferential purchase, consent or similar right that would become operative as a result of any sale or other disposition of the Transactions, except for any such owned preferential purchase, consent or leased premises similar rights that would not have, individually or any part thereof in lieu the aggregate, a Material Adverse Effect. (h) None of condemnation. The real property leased to the Company Oil and Gas Interests of BRE or any of its Subsidiaries are subject to any Tax partnership agreement or provisions requiring a partnership income Tax Return to be filed under the Leases encompasses all real property used by the Company and its Subsidiaries, and neither the Company nor or any Subchapter K of its Subsidiaries owns any real property and does not have any options to purchase real property. The landlord under each Chapter 1 of Subtitle A of the Leases has performed all initial improvements required to be performed by it under such Lease and all tenant improvements allowances have been paid to the Company or any of its Subsidiaries as tenant under such Lease. All insurance required to be maintained by the Company or any of its Subsidiaries under each of the Leases is in full force and effectCode.

Properties. The Neither the Company or one nor any of its Subsidiaries owns or holds, or has owned or held, title to any real property. With respect to the Assets it leases, each of the Company and its Subsidiaries, as applicable, is in compliance with such leases and holds a valid leasehold interest in such Assets free of any liens, claims or encumbrances of any kind whatsoever. Section 6.8 of the Disclosure Schedule sets forth: (i) has good a true, correct and marketable title to all complete description of the properties Principal Assets, (ii) a true, correct and assets (A) reflected in the 2007 Balance Sheet as being owned by the Company or one of its Subsidiaries (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 January 31, 2007 which are material to the Company's business on a consolidated basis, free and clear complete list of all Liens. Except as set forth in Section 3.01(l) of the Company Disclosure Schedule, the Company leases or one of its Subsidiaries has good and valid leasehold interests in all real property leases, subleases and occupancy agreements to rental contracts under which the Company or any of its Subsidiaries is a party lessee, lessor, sublessee or sublessor, and (the "Leases"iii) a true, correct and is in sole possession complete list of the properties purported to be leased thereunder. Except as set forth in Section 3.01(l) of all equipment purchased by the Company Disclosure Schedule, each Lease is in full force within the thirty-six (36) month period immediately preceding the date of this Agreement and effect and constitutes a legal, valid and binding obligation of, and is legally enforceable against, the respective parties thereto. Except as set forth in Section 3.01(l) of the Company Disclosure Schedule, there is no uncured breach, and no default exists, on the part of landlord under any of the Leases, and the Company has no knowledge of breach or default or any event, condition or state of facts, which with the giving of notice or the passage of time, or both, would constitute a breach or default used by the Company or any of its Subsidiaries under any Lease. There is no suit, action, arbitration or other proceeding with respect to in the Leases or the premises leased under the Leases. Neither the Company nor or any operation of its Subsidiaries has received notice and does not otherwise have knowledge of any pending, threatened or contemplated condemnation proceeding affecting any premises business which is owned or leased by the Company or any such Subsidiary and which had an original cost of its Subsidiaries $50,000 or any part thereof or more and which, in the reasonable opinion of any sale or other disposition of any such owned or leased premises or any part thereof in lieu of condemnation. The real property leased to the Company or and the Vendors, could not be replaced for less than $25,000. Subject to any applicable Permitted Encumbrances, each of its Subsidiaries under the Leases encompasses all real property used by the Company and its SubsidiariesSubsidiaries has beneficial ownership of and good and marketable title to all Assets that it owns and that are used in its operations or necessary for the conduct of the Company Business, and, except as disclosed in Section 6.8 of the Disclosure Schedule, such Assets are not subject to any mortgages, liens, pledges, loans or encumbrances of any kind whatsoever. All real and tangible personal property, including machinery, equipment and fixtures currently used in the operation of the Company Business is, and neither at the time of Closing will be, in good operating condition and repair, ordinary wear and tear excepted, and, in the reasonable opinion of the Company nor or any and the Vendors, are adequate and suitable for the purposes for which they are presently being used. All improvements on leased property used in the operation of its Subsidiaries owns any real property the Company Business and does not have any options to purchase real propertythe present use thereof are in accordance with all applicable laws and the agreements under which such improvements are leased. The landlord under each accounting value of any fixed asset used in the operation of the Leases Company Business has performed all initial improvements required not been written up or down, other than pursuant to be performed by it under such Lease and all tenant improvements allowances have been paid to the Company depreciation or any of its Subsidiaries as tenant under such Lease. All insurance required to be maintained by the Company or any of its Subsidiaries under each of the Leases is amortization expenses in full force and effectaccordance with GAAP, applied on a consistent basis.

Properties. The Company (i) A list and description of all real property owned or one leased by Patapsco or a Subsidiary of Patapsco is set forth in Patapsco’s Disclosure Letter. Patapsco and each of its Subsidiaries (i) has good and marketable title to all real property owned by it (including any property acquired in a judicial foreclosure proceeding or by way of a deed in lieu of foreclosure or similar transfer), in each case free and clear of any Liens except (i) liens for taxes not yet due and payable and (ii) such easements, restrictions and encumbrances, if any, as are not material in character, amount or extent, and do not materially detract from the value, or materially interfere with the present use of the properties and assets (A) reflected in the 2007 Balance Sheet as being owned by the Company subject thereto or one affected thereby. Each lease pursuant to which Patapsco or any of its Subsidiaries (as lessee, leases real or personal property is valid and in full force and effect and neither Patapsco nor any of its Subsidiaries, nor, to the knowledge of Patapsco, any other than party to any such properties lease, is in default or assets sold in violation of any material provisions of any such lease. A complete and correct copy of each such lease has previously been provided to Newco. All real property owned or disposed leased by Patapsco or any of since such date its Subsidiaries are in a good state of maintenance and repair (normal wear and tear excepted), conform in all material respects with all applicable ordinances, regulations and zoning laws and are considered by Patapsco to be adequate for the ordinary course current business of business consistent with past practicePatapsco and its Subsidiaries. To the knowledge of Patapsco, none of the buildings, structures or other improvements located on any real property owned or leased by Patapsco or any of its Subsidiaries encroaches upon or over any adjoining parcel or real estate or any easement or right-of-way. (ii) or (B) acquired after January 31, 2007 which are material Patapsco and each of its Subsidiaries has good and marketable title to the Company's business on a consolidated basisall tangible personal property owned by it, free and clear of all Liens except such Liens. Except , if any, as set forth are not material in Section 3.01(l) character, amount or extent, and do not materially detract from the value, or materially interfere with the present use of the Company Disclosure Schedule, properties subject thereto or affected thereby. With respect to personal property used in the Company or one business of Patapsco and its Subsidiaries has good and valid leasehold interests in all real property leasesthat is leased rather than owned, subleases and occupancy agreements to which the Company or neither Patapsco nor any of its Subsidiaries is a party (the "Leases") and is in sole possession of the properties purported to be leased thereunder. Except as set forth in Section 3.01(l) of the Company Disclosure Schedule, each Lease is in full force and effect and constitutes a legal, valid and binding obligation of, and is legally enforceable against, the respective parties thereto. Except as set forth in Section 3.01(l) of the Company Disclosure Schedule, there is no uncured breach, and no default exists, on the part of landlord under any of the Leases, and the Company has no knowledge of breach or default or any event, condition or state of facts, which with the giving of notice or the passage of time, or both, would constitute a breach or default by the Company or any of its Subsidiaries under any Lease. There is no suit, action, arbitration or other proceeding with respect to the Leases or the premises leased under the Leases. Neither the Company nor or any of its Subsidiaries has received notice and does not otherwise have knowledge of any pending, threatened or contemplated condemnation proceeding affecting any premises owned or leased by the Company or any of its Subsidiaries or any part thereof or of any sale or other disposition terms of any such owned or leased premises or any part thereof in lieu of condemnation. The real property leased to the Company or any of its Subsidiaries under the Leases encompasses all real property used by the Company and its Subsidiaries, and neither the Company nor or any of its Subsidiaries owns any real property and does not have any options to purchase real property. The landlord under each of the Leases has performed all initial improvements required to be performed by it under such Lease and all tenant improvements allowances have been paid to the Company or any of its Subsidiaries as tenant under such Lease. All insurance required to be maintained by the Company or any of its Subsidiaries under each of the Leases is in full force and effectlease.

Properties. The Company or one of its Subsidiaries (i) Each of the Company and its Subsidiaries has good and marketable title to to, or in the case of leased property and leased tangible assets has valid and enforceable leasehold interests in, all the of its properties and assets (A) reflected in the 2007 Balance Sheet as being owned by the Company or one of its Subsidiaries (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 January 31, 2007 which are material to the Company's business on a consolidated basistangible assets, free and clear of all Liens, except for Permitted Liens. (ii) The material `properties and tangible assets owned or leased by the Company and its Subsidiaries, or which they otherwise have the right to use, are sufficient (subject to normal wear and tear) to operate their businesses in substantially the same manner as they are currently conducted. Except as set forth in Section 3.01(lThe tangible assets and properties (including the electrical, power, cooling and mechanical infrastructure) of the Company Disclosure Schedule, the Company or one and each of its Subsidiaries has are each in good working order, and valid leasehold interests have been maintained in all real property leases, subleases and occupancy agreements to which the Company or any of its Subsidiaries is a party accordance with prudent industry practice. (the "Leases"iii) and is in sole possession of the properties purported to be leased thereunder. Except as set forth in Section 3.01(l3.01(o)(iii) of the Company Disclosure Schedule, each Lease is Letter sets forth a complete and correct list of all real property and interests in full force and effect and constitutes a legal, valid and binding obligation of, and is legally enforceable against, the respective parties thereto. Except as set forth in Section 3.01(l) of the Company Disclosure Schedule, there is no uncured breach, and no default exists, on the part of landlord under any of the Leases, and the Company has no knowledge of breach or default or any event, condition or state of facts, which with the giving of notice or the passage of time, or both, would constitute a breach or default by the Company or any of its Subsidiaries under any Lease. There is no suit, action, arbitration or other proceeding with respect to the Leases or the premises leased under the Leases. Neither the Company nor or any of its Subsidiaries has received notice and does not otherwise have knowledge of any pending, threatened or contemplated condemnation proceeding affecting any premises owned or real property leased by the Company or any of its Subsidiaries (each such property, a “Leased Real Property”). Neither the Company nor any of its Subsidiaries currently owns in fee any real property or interests in real property. (iv) With respect to each Leased Real Property, (A) the Merger and the other transactions contemplated by this Agreement do not require the consent of any party to any lease, (B) neither the Company nor any of its Subsidiaries has subleased, licensed or otherwise granted anyone the right to use or occupy such Leased Real Property or any part portion thereof and (C) neither the Company nor any of its Subsidiaries has collaterally assigned or of granted any sale or other disposition of security interest in any such owned or leased premises leasehold estate or any part interest therein. (v) Each of the Company and its Subsidiaries is in compliance in all material respects with the terms of all leases of 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 the Company or its Subsidiary, as the case may be, and, to the knowledge of the Company, of each other party thereto, enforceable against the Company or such Subsidiary, as the case may be, and, to the knowledge of the Company, against the other party or parties thereto, in each case, in accordance with its terms, except as enforceability thereof may be limited by the Bankruptcy Exceptions. Each of the Company and its Subsidiaries enjoys peaceful and undisturbed possession in lieu all material respects under all the leases to Leased Real Property to which it is a party and under which it is in occupancy. (vi) There is no loss of condemnation. The real property leased occupancy certificate nor loss of other permits pending or, to the knowledge of the Company, threatened by or against any person affecting or which could affect the ability of the Company or any of its Subsidiaries under the Leases encompasses all real property used by the Company and its Subsidiariesto use, and neither the Company nor occupy or operate any Leased Real Property or any of its Subsidiaries owns any real property and does not have any options to purchase real property. The landlord under each of the Leases has performed all initial improvements required to be performed by it under such Lease and all tenant improvements allowances have been paid to the Company portion thereof or any of its Subsidiaries as tenant under such Lease. All insurance required to be maintained by the Company or any of its Subsidiaries under each of the Leases is in full force and effectinterest therein.

Properties. The Company (a) Except for Liens permitted by Section 6.02, each Loan Party and each of their Subsidiaries has good title to, or one of valid leasehold interests in, all its Subsidiaries real and personal property material to its business, except for minor defects in title that do not interfere with its ability to conduct its business as currently conducted or to utilize such properties for their intended purposes. Set forth on Schedule 3.05 (a) (i) hereto is a complete and accurate list of all real property owned by any Loan Party or any of their Subsidiaries, showing as of the date hereof the street address, county or other relevant jurisdiction, state, record owner and the acquisition cost and book value thereof. Each Loan Party and each of their Subsidiaries has good good, marketable and marketable insurable fee simple title to all the properties and assets (A) reflected in the 2007 Balance Sheet as being owned by the Company or one of its Subsidiaries (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 January 31, 2007 which are material to the Company's business on a consolidated basisreal property, free and clear of all Liens, other than Liens permitted by Section 6.02. Except as set Set forth in Section 3.01(lon Schedule 3.05(a)(ii) hereto is a complete and accurate list of the Company Disclosure Schedule, the Company or one all leases of its Subsidiaries has good and valid leasehold interests in all real property leases, subleases and occupancy agreements to under which the Company any Loan Party or any of its their Subsidiaries is a party (the "Leases") and is in sole possession lessee or sublessee, showing as of the properties purported to be leased thereunderdate hereof the street address, county or other relevant jurisdiction, state, lessor, lessee or sublessee, expiration date and annual rental cost thereof. Except as set forth in Section 3.01(l) of Each such lease or sublease is the Company Disclosure Schedule, each Lease is in full force and effect and constitutes a legal, valid and binding obligation ofof the lessor or sublessor, as the case may be thereof, enforceable in accordance with its terms. Parent will own no material property other than equity interests in and to CAI and such equity interests shall not be subject to any Lien. (b) Each Loan Party and each of their Subsidiaries enjoy, peaceful and undisturbed possession of the portion of the real property as to which any such Person is a lessee under all leases necessary for the operation of its properties and assets, and is legally enforceable against, the respective parties thereto. Except as set forth in Section 3.01(l) of the Company Disclosure Schedule, there is no uncured breach, all such leases are valid and no default exists, on the part of landlord under any of the Leases, subsisting and the Company has no knowledge of breach or default or any event, condition or state of facts, which with the giving of notice or the passage of time, or both, would constitute a breach or default by the Company or any of its Subsidiaries under any Lease. There is no suit, action, arbitration or other proceeding with respect to the Leases or the premises leased under the Leases. Neither the Company nor or any of its Subsidiaries has received notice and does not otherwise have knowledge of any pending, threatened or contemplated condemnation proceeding affecting any premises owned or leased by the Company or any of its Subsidiaries or any part thereof or of any sale or other disposition of any such owned or leased premises or any part thereof in lieu of condemnation. The real property leased to the Company or any of its Subsidiaries under the Leases encompasses all real property used by the Company and its Subsidiaries, and neither the Company nor or any of its Subsidiaries owns any real property and does not have any options to purchase real property. The landlord under each of the Leases has performed all initial improvements required to be performed by it under such Lease and all tenant improvements allowances have been paid to the Company or any of its Subsidiaries as tenant under such Lease. All insurance required to be maintained by the Company or any of its Subsidiaries under each of the Leases is are in full force and effect. (c) Each Loan Party and each of their Subsidiaries owns, or is licensed to use, all trademarks, trade names, copyrights, patents and other intellectual property material to its business, and the use thereof by such Person does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

Properties. The (a) Company or one of and its Subsidiaries (i) has have good and marketable defensible title to all of the properties Oil and assets (A) Gas Interests reflected in the 2007 Balance Sheet Company Reserve Reports as being attributable to interests owned by the Company and its Subsidiaries, except for such Oil and Gas Interests sold, used, farmed out or one of its Subsidiaries (other than any such properties or assets sold or otherwise disposed of since such date December 31, 2013 in the ordinary course of business consistent with past practice) or (B) acquired after January 31business, 2007 which are material to the Company's business on a consolidated basis, in each case free and clear of all LiensLiens other than Permitted Liens and Production Burdens. Except as set forth in Section 3.01(l) of the Company Disclosure Schedule, the Company or one of its Subsidiaries has good Each Oil and valid leasehold interests in all real property leases, subleases and occupancy agreements Gas Lease to which the Company or any of its Subsidiaries is a party (the "Leases") is valid and is in sole possession of the properties purported to be leased thereunder. Except as set forth in Section 3.01(l) of the Company Disclosure Schedule, each Lease is in full force and effect and constitutes a legal, valid and binding obligation effect. None of Company or any of its Subsidiaries 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 Oil and is legally enforceable againstGas Lease. None of Company or any of its Subsidiaries has received written notice from the other party to any such Oil and Gas Lease that Company or any of its Subsidiaries, as the case may be, has breached, violated or defaulted under any Oil and Gas Lease. (b) Either Company or a Subsidiary of Company has good and valid title to each material real property (and each real property at which material operations of Company or any of its Subsidiaries are conducted) owned by Company or any Subsidiary (but excluding the Oil and Gas Interests of Company), other than the Real Property Leases (such owned property collectively, the respective parties thereto"Company Owned Real Property"). Except as set forth Either Company or a Subsidiary of Company has a good and valid leasehold interest in Section 3.01(leach material lease, sublease and other agreement under which Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any material real property (or real property at which material operations of Company or any of its Subsidiaries are conducted) (but excluding the Oil and Gas Interests of Company) (such property subject to a lease, sublease or other agreement, the "Company Leased Real Property" and such leases, subleases and other agreements are, collectively, the "Company Real Property Leases"), in each case, free and clear of all Liens other than any Permitted Liens, and other than any conditions, encroachments, easements, rights-of-way, restrictions and other encumbrances that do not adversely affect the existing use of the real property subject thereto by the owner (or lessee to the extent a leased property) thereof in the operation of its business. Each Company Disclosure ScheduleReal Property Lease is valid, there is no binding and in full force and effect. No uncured breach, and no default exists, of a material nature on the part of Company or, if applicable, its Subsidiary or, to the knowledge of Company, the landlord thereunder, exists under any of the LeasesCompany Real Property Lease, and the Company no event has no knowledge of breach occurred or default circumstance exists which, with or any event, condition or state of facts, which with without the giving of notice or notice, the passage of time, or both, would constitute a material breach or default by under a Company Real Property Lease. (c) There are no leases, subleases, licenses, rights or other agreements affecting any portion of the Company Owned Real Property or the Company Leased Real Property that would reasonably be expected to adversely affect the existing use of such Company Owned Real Property or the Company Leased Real Property by Company or its Subsidiaries in the operation of its business thereon. Except for such arrangements solely among Company and its Subsidiaries or among Company’s Subsidiaries, there are no outstanding options or rights of first refusal in favor of any other party to purchase any Company Owned Real Property or any portion thereof or interest therein that would reasonably be expected to adversely affect the existing use of the Company Owned Real Property by Company in the operation of its business thereon. Neither Company nor any of its Subsidiaries under is currently subleasing, licensing or otherwise granting any Lease. There is no suitperson the right to use or occupy a material portion of a Company Owned Real Property or Company Leased Real Property that would reasonably be expected to adversely affect the existing use of such Company Owned Real Property or Company Leased Real Property by Company or its Subsidiaries in the operation of its business thereon. (d) All proceeds from the sale of Hydrocarbons produced from the Oil and Gas Interests of Company and its Subsidiaries are being received by them in a timely manner and are not being held in suspense for any reason other than awaiting preparation and approval of division order title opinions for recently drilled ▇▇▇▇▇. (e) All of the ▇▇▇▇▇ and all water, action, arbitration CO2 or other proceeding with respect to injection ▇▇▇▇▇ located on the Oil and Gas Leases or the premises leased under the Leases. Neither the Units of Company nor or any of its Subsidiaries has received notice and does not otherwise have knowledge of any pending, threatened or contemplated condemnation proceeding affecting any premises owned or leased by the Company or any of its Subsidiaries or any part thereof or otherwise associated with an Oil and Gas Interest of any sale or other disposition of any such owned or leased premises or any part thereof in lieu of condemnation. The real property leased to the Company or any of its Subsidiaries under have been drilled, completed and operated within the Leases encompasses all real property used limits permitted by the applicable Oil and Gas Contracts and applicable Law, and all drilling and completion (and plugging and abandonment) of the ▇▇▇▇▇ and such other ▇▇▇▇▇ and all related development, production and other operations have been conducted in compliance with all applicable Laws. (f) All Oil and Gas Interests operated by Company and its SubsidiariesSubsidiaries have been operated in accordance with reasonable, prudent oil and neither gas field practices and in compliance with the applicable Oil and Gas Leases and applicable Law. (g) None of the material Oil and Gas Interests of Company nor or any of its Subsidiaries owns is subject to any real property and does not have any options to purchase real property. The landlord under each preferential purchase, consent or similar right that would become operative as a result of the Leases has performed all initial improvements required Transactions. (h) None of the Oil and Gas Interests of Company or its Subsidiaries are subject to any Tax partnership agreement or provisions requiring a partnership income Tax Return to be performed by it filed under such Lease and all tenant improvements allowances have been paid to the Company or any Subchapter K of its Subsidiaries as tenant under such Lease. All insurance required to be maintained by the Company or any Chapter 1 of its Subsidiaries under each Subtitle A of the Leases is in full force and effectCode.

Properties. The Company or one of its Subsidiaries (i) Each of the Company and its Subsidiaries has good and marketable title to to, or in the case of leased property and leased tangible assets has valid and enforceable leasehold interests in, all the of its material properties and tangible assets, except for such properties and tangible assets (A) reflected as are no longer used or useful in the 2007 Balance Sheet as being owned by the Company or one conduct of its Subsidiaries (other than any such properties businesses or assets sold or as have been disposed of since such date in the ordinary course of business consistent with past practice) and except for defects in title, easements, restrictive covenants, taxes that are not yet delinquent and similar encumbrances that, individually or (B) acquired after January 31in the aggregate, 2007 which are material have not materially interfered with, and is not reasonably likely to materially interfere with, the Company's business on a consolidated basis, free and clear of all Liens. Except as set forth in Section 3.01(l) ability of the Company Disclosure Schedule, and its Subsidiaries to use such property and assets in the business of the Company or one of and its Subsidiaries has good as currently conducted and valid leasehold interests as proposed by the Company to be conducted. All such material properties and tangible assets, other than properties and tangible assets in all real property leases, subleases and occupancy agreements to which the Company or any of its Subsidiaries is has a party leasehold interest, are free and clear of all Liens, except for Permitted Liens. (the "Leases"ii) and is in sole possession of the properties purported to be leased thereunder. Except as set forth in Section 3.01(l3.01(o)(ii) of the Company Disclosure Schedule, each Lease is in full force Letter sets forth a complete and effect and constitutes a legal, valid and binding obligation of, and is legally enforceable against, the respective parties thereto. Except correct list as set forth in Section 3.01(l) of the Company Disclosure Schedule, there is no uncured breach, date of this Agreement of all real property and no default exists, on the part of landlord under any of the Leases, and the Company has no knowledge of breach or default or any event, condition or state of facts, which with the giving of notice or the passage of time, or both, would constitute a breach or default by the Company or any of its Subsidiaries under any Lease. There is no suit, action, arbitration or other proceeding with respect to the Leases or the premises leased under the Leases. Neither the Company nor or any of its Subsidiaries has received notice and does not otherwise have knowledge of any pending, threatened or contemplated condemnation proceeding affecting any premises owned or interests in real property leased by the Company or any of its Subsidiaries or any part thereof or of any sale or other disposition of any (each such owned or leased premises or any part thereof in lieu of condemnationproperty, a “Leased Real Property”). The real property leased to Neither the Company or nor any of its Subsidiaries under the Leases encompasses all currently owns, or has previously owned, in fee any real property used or interests in real property. (iii) With respect to each Leased Real Property, (A) the transactions contemplated by this Agreement do not require the consent of any party to any lease and (B) neither the Company nor any of its Subsidiaries has subleased, licensed or otherwise granted anyone the right to use or occupy such Leased Real Property or any material portion thereof. (iv) Each of the Company and its SubsidiariesSubsidiaries is in compliance in all material respects with the terms of all leases of material Leased Real Property to which it is a party and under which it is in occupancy, and neither the Company nor or any each such lease is a legal, valid and binding agreement of its Subsidiaries owns any real property and does not have any options to purchase real property. The landlord under each of the Leases has performed all initial improvements required to be performed by it under such Lease and all tenant improvements allowances have been paid to the Company or any its Subsidiary, as the case may be and, to the knowledge of its Subsidiaries as tenant under such Lease. All insurance required to be maintained by the Company, of each other party thereto, enforceable against the Company or any such Subsidiary, as the case may be, and, to the knowledge of the Company, against the other party or parties thereto, in each case, in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws relating to the enforcement of creditors’ rights generally and by general principles of equity. Each of the Company and its Subsidiaries enjoys peaceful and undisturbed possession in all material respects under each of all the Leases leases to material Leased Real Property to which it is a party and under which it is in full force and effectoccupancy.

Properties. The Company (i) A list of all real property owned or one leased by IIBK or a Subsidiary of IIBK is set forth in IIBK’s Disclosure Letter. IIBK and each of its Subsidiaries (i) has good and marketable title to all real property owned by it (including any property acquired in a judicial foreclosure proceeding or by way of a deed in lieu of foreclosure or similar transfer), in each case free and clear of any Liens except (i) liens for Taxes not yet due and payable and (ii) such easements, restrictions and encumbrances, if any, as are not material in character, amount or extent, and do not materially detract from the value, or materially interfere with the present use of the properties and assets (A) reflected in the 2007 Balance Sheet as being owned by the Company subject thereto or one affected thereby. Each lease pursuant to which IIBK or any of its Subsidiaries (as lessee, leases real or personal property is valid and in full force and effect as to IIBK and the Subsidiaries and neither IIBK nor any of its Subsidiaries, nor, to IIBK’s Knowledge, any other than party to any such properties lease, is in default or assets sold in violation of any material provisions of any such lease. IIBK has previously delivered to Purchaser and Purchaser Bank a complete and correct copy of each such lease. All real property owned or disposed leased by IIBK or any of since such date its Subsidiaries are in all material respects in a good state of maintenance and repair (normal wear and tear excepted), conform in all material respects with all applicable ordinances, regulations and zoning laws and are considered by IIBK to be adequate for the ordinary course current business of business consistent with past practiceIIBK and its Subsidiaries. To the Knowledge of IIBK, none of the buildings, structures or other improvements located on any real property owned or leased by IIBK or any of its Subsidiaries encroaches upon or over any adjoining parcel or real estate or any easement or right-of-way. (ii) or (B) acquired after January 31, 2007 which are material IIBK and each of its Subsidiaries has good and marketable title to the Company's business on a consolidated basisall tangible personal property owned by it, free and clear of all Liens except such Liens. Except as set forth , if any, that are not material in Section 3.01(l) character, amount or extent, and that do not materially detract from the value, or materially interfere with the present use of the Company Disclosure Schedule, properties subject thereto or affected thereby. With respect to personal property used in the Company or one business of IIBK and its Subsidiaries has good and valid leasehold interests in all real property leasesthat is leased rather than owned, subleases and occupancy agreements to which the Company or neither IIBK nor any of its Subsidiaries is a party (the "Leases") and is in sole possession of the properties purported to be leased thereunder. Except as set forth in Section 3.01(l) of the Company Disclosure Schedule, each Lease is in full force and effect and constitutes a legal, valid and binding obligation of, and is legally enforceable against, the respective parties thereto. Except as set forth in Section 3.01(l) of the Company Disclosure Schedule, there is no uncured breach, and no default exists, on the part of landlord under any of the Leases, and the Company has no knowledge of breach or default or any event, condition or state of facts, which with the giving of notice or the passage of time, or both, would constitute a breach or default by the Company or any of its Subsidiaries under any Lease. There is no suit, action, arbitration or other proceeding with respect to the Leases or the premises leased under the Leases. Neither the Company nor or any of its Subsidiaries has received notice and does not otherwise have knowledge of any pending, threatened or contemplated condemnation proceeding affecting any premises owned or leased by the Company or any of its Subsidiaries or any part thereof or of any sale or other disposition terms of any such owned or leased premises or any part thereof in lieu of condemnation. The real property leased to the Company or any of its Subsidiaries under the Leases encompasses all real property used by the Company and its Subsidiaries, and neither the Company nor or any of its Subsidiaries owns any real property and does not have any options to purchase real property. The landlord under each of the Leases has performed all initial improvements required to be performed by it under such Lease and all tenant improvements allowances have been paid to the Company or any of its Subsidiaries as tenant under such Lease. All insurance required to be maintained by the Company or any of its Subsidiaries under each of the Leases is in full force and effectlease.

Properties. (i) A list of all real property owned or leased by the Company or a Subsidiary of the Company is set forth in the Company’s Disclosure Letter. The Company or one and each of its Subsidiaries (i) has good and marketable title to all the properties and assets (A) reflected in the 2007 Balance Sheet as being real property owned by the Company it (including any property acquired in a judicial foreclosure proceeding or one by way of its Subsidiaries (other than any such properties a deed in lieu of foreclosure or assets sold or disposed of since such date similar transfer), in the ordinary course of business consistent with past practice) or (B) acquired after January 31, 2007 which are material to the Company's business on a consolidated basis, each case free and clear of all Liens. Except any Liens except (i) liens for Taxes not yet due and payable and (ii) such easements, restrictions and encumbrances, if any, as set forth are not material in Section 3.01(l) character, amount or extent, and do not materially detract from the value, or materially interfere with the present use of the Company Disclosure Schedule, the Company properties subject thereto or one of its Subsidiaries has good and valid leasehold interests in all real property leases, subleases and occupancy agreements affected thereby. Each lease pursuant to which the Company or any of its Subsidiaries as lessee, leases real or personal property is a party (the "Leases") valid and is in sole possession of the properties purported to be leased thereunder. Except as set forth in Section 3.01(l) of the Company Disclosure Schedule, each Lease is in full force and effect and constitutes a legal, valid and binding obligation of, and is legally enforceable against, the respective parties thereto. Except as set forth in Section 3.01(l) of to the Company Disclosure Schedule, there is no uncured breach, and no default exists, on the part of landlord under any of the Leases, and the Company has no knowledge of breach or default or any event, condition or state of facts, which with the giving of notice or the passage of time, or both, would constitute a breach or default by Subsidiaries and neither the Company or nor any of its Subsidiaries under any Lease. There is no suitSubsidiaries, actionnor, arbitration or other proceeding with respect to the Leases Company’s Knowledge, any other party to any such lease, is in default or the premises leased under the Leases. Neither the Company nor or any of its Subsidiaries has received notice and does not otherwise have knowledge in violation of any pending, threatened or contemplated condemnation proceeding affecting material provisions of any premises such lease. The Company has previously delivered to Purchaser a complete and correct copy of each such lease. All real property owned or leased by the Company or any of its Subsidiaries or any part thereof or are in all material respects in a good state of any sale or other disposition of any such owned or leased premises or any part thereof maintenance and repair (normal wear and tear excepted), conform in lieu of condemnation. The real property leased to all material respects with all applicable ordinances, regulations and zoning laws and are considered by the Company or any to be adequate for the current business of its Subsidiaries under the Leases encompasses all real property used by the Company and its Subsidiaries. To the Knowledge of the Company, and neither none of the Company nor buildings, structures or any of its Subsidiaries owns other improvements located on any real property and does not have any options to purchase real property. The landlord under each of the Leases has performed all initial improvements required to be performed by it under such Lease and all tenant improvements allowances have been paid to the Company owned or any of its Subsidiaries as tenant under such Lease. All insurance required to be maintained leased by the Company or any of its Subsidiaries under encroach upon or over any adjoining parcel or real estate or any easement or right-of-way. (ii) The Company and each of its Subsidiaries has good and marketable title to all tangible personal property owned by it, free and clear of all Liens except such Liens, if any, that are not material in character, amount or extent, and that do not materially detract from the Leases value, or materially interfere with the present use of the properties subject thereto or affected thereby. With respect to personal property used in the business of the Company and its Subsidiaries that is leased rather than owned, neither the Company nor any of its Subsidiaries is in full force and effectdefault under the terms of any such lease.

Properties. The (a) Neither the Company or one nor any of its Subsidiaries owns any real property. (ib) has good and marketable title to all the properties and assets (A) reflected in the 2007 Balance Sheet as being owned by the Company or one of its Subsidiaries (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 January 31, 2007 which are material to the Company's business on a consolidated basis, free and clear of all Liens. Except as set forth in Section 3.01(l3.11(b) of the Company Disclosure ScheduleLetter sets forth a true, the Company or one correct and complete list of its Subsidiaries has good and valid leasehold interests in all material real property leases, subleases and other occupancy agreements arrangements to which the Company or any of its Subsidiaries is a party and each amendment thereto material to the Company’s business (the "“Real Property Leases") ”). Each premise subject to a Real Property Lease is hereinafter referred to as a “Leased Property.” The Company has made available to Parent a true, correct and is in sole possession complete copy of the properties purported to be leased thereundereach Real Property Lease. Except as set forth in on Section 3.01(l3.11(b) of the Company Disclosure ScheduleLetter, neither the Company nor any of its Subsidiaries has transferred, mortgaged or assigned any interest in any such Real Property Lease, nor has the Company nor any of its Subsidiaries subleased or otherwise granted rights of use or occupancy of any of the premises described therein to any other Person. With respect to each Real Property Lease, (i) such Real Property Lease is in full force and effect and constitutes a legal, is valid and binding obligation of, and is legally enforceable against, the respective parties thereto. Except as set forth in Section 3.01(l) of the Company Disclosure Schedule, there is no uncured breach, and no default exists, on the part of landlord under any of the Leases, and the Company has no knowledge of breach or default or any event, condition or state of facts, which with the giving of notice or the passage of time, or both, would constitute a breach or default by the Company or any of its Subsidiaries under any Lease. There is no suit, action, arbitration or other proceeding with respect to the Leases or the premises leased under the Leases. Neither the Company nor or any of its Subsidiaries has received notice and does not otherwise have knowledge of any pending, threatened or contemplated condemnation proceeding affecting any premises owned or leased by the Company or any of its Subsidiaries or any part thereof or of any sale or other disposition of any such owned or leased premises or any part thereof in lieu of condemnation. The real property leased to the Company or any of its Subsidiaries under the Leases encompasses all real property used by the Company and its Subsidiaries, as applicable and, to the Knowledge of the Company, each other party thereto and enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, rehabilitation, liquidation, preferential transfer, moratorium and similar Laws now or hereafter affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at equity or law), (ii) neither the Company nor or any of its Subsidiaries owns any real property and does not have any options nor, to purchase real property. The landlord under each the Knowledge of the Leases Company, any other party to such Real Property Lease, is in material breach or violation of, or in material default under, such Real Property Lease and (iii) no event has performed all initial improvements required to be performed occurred or circumstance exists (including the consummation of the transactions contemplated by it this Agreement) which, with the delivery of notice, the passage of time or both, would result in a material breach or violation of, or a material default under, such Real Property Lease, or permit the termination, modification or acceleration of rent under such Lease and all tenant improvements allowances have been paid to the Company or any of its Subsidiaries as tenant under such Real Property Lease. All insurance required to be maintained by the Company or any of its Subsidiaries under each of the Leases is in full force and effect.

Properties. The Company or one of its Subsidiaries (a) (i) has good The Company and marketable title to all the properties and assets (A) reflected in the 2007 Balance Sheet as being owned by the Company or one of its Subsidiaries (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 January 31, 2007 which are material to the Company's business on a consolidated basis, free and clear of all Liens. Except as set forth in Section 3.01(l) of the Company Disclosure Schedule, the Company or one 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 all real property leases, subleases and occupancy agreements to which the Company or any of its Subsidiaries is a party has leasehold interests, are free and clear of all Liens, except for Permitted Liens. (the "Leases"b) and is in sole possession of the properties purported to be leased thereunder. Except as set forth in Section 3.01(l4.21(b) of the Company Disclosure Schedule, each Lease is Schedule sets forth a complete and correct list of all real property and interests in full force and effect and constitutes a legal, valid and binding obligation of, and is legally enforceable against, the respective parties thereto. Except as set forth in Section 3.01(l) of the Company Disclosure Schedule, there is no uncured breach, and no default exists, on the part of landlord under any of the Leases, and the Company has no knowledge of breach or default or any event, condition or state of facts, which with the giving of notice or the passage of time, or both, would constitute a breach or default real property currently owned by the Company or any of its Subsidiaries under any Lease(each, an “Owned Real Property”). There is no suit, action, arbitration or other proceeding with respect to the Leases or the premises leased under the Leases. Neither Section 4.21(b) of the Company nor Disclosure Schedule sets forth (i) a true and complete list of all real property leased, subleased or any of its Subsidiaries has received notice and does not otherwise have knowledge of any pending, threatened or contemplated condemnation proceeding affecting any premises owned or leased occupied by the Company or any of its Subsidiaries or any part thereof or in respect of any sale or other disposition of any such owned or leased premises or any part thereof in lieu of condemnation. The real property leased to which the Company or any of its Subsidiaries under has annual rental obligations of $100,000 or more (each, a “Leased Real Property”), (ii) the Leases encompasses all real property used address for each Leased Real Property, (iii) current rent amounts payable by the Company or its Subsidiaries related to such Leased Real Property and its Subsidiaries(iv) a description of the applicable lease, sublease or other agreement therefore and neither any and all amendments, modifications, side letters relating thereto. 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 execution, delivery or performance of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby. No Lease Agreement is subject to any Lien other than Permitted Liens, 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 to the use or occupancy of any Leased Real Property. The Company and each of its Subsidiaries owns any real property and does not have any options to purchase real property. The landlord under each of the Leases has performed all initial improvements material obligations required to be performed by it to date under such each Lease Agreement, and all tenant improvements allowances have been paid there are no outstanding defaults or circumstances which, upon the giving of notice or passage of time or both, would constitute a default or breach by any party under any Lease Agreement. (c) With respect to each Leased Real Property, neither the Company or nor any of its Subsidiaries as tenant under has subleased, licensed or otherwise granted anyone a right to use or occupy such Lease. All insurance required to be maintained by the Company Leased Real Property or any material portion thereof. The Company and each of its Subsidiaries under each enjoy peaceful and undisturbed possession of the Leases is in full force Owned Real Property and effectthe Leased Real Property.

Properties. (a) The Company or one of its Subsidiaries (i) has good and marketable title to all the properties and assets (A) reflected in the 2007 Balance Sheet as being owned by the Company or one of its Subsidiaries (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 January 31, 2007 which are material to the Company's business on a consolidated basis, free and clear of all Liens. Except as set forth in Section 3.01(l) of the Company Disclosure Schedule, the Company or one each of its Subsidiaries has good and valid leasehold interests title to, or otherwise has the right to use pursuant to a valid and enforceable lease, license or similar contractual arrangement, all of its material assets (real and personal, tangible and intangible) and such assets are all of the assets used in all real property leases, subleases and occupancy agreements to which required in connection with the operation of the business of the Company or any of and its Subsidiaries is a party as currently conducted. (the "Leases"b) and is in sole possession of the properties purported to be leased thereunder. Except as set forth in Section 3.01(l4.14(b) of the Company Disclosure Schedule, each Lease is in full force and effect and constitutes a legal, valid and binding obligation of, and is legally enforceable against, the respective parties thereto. Except as set forth in Section 3.01(l) Schedule identifies all of the Company Disclosure Schedule, there is no uncured breach, real estate leases and no default exists, on subleases for the part of landlord under any of the Leases, and the Company has no knowledge of breach real property used or default or any event, condition or state of facts, which with the giving of notice or the passage of time, or both, would constitute a breach or default occupied by the Company or any of its Subsidiaries (the “Leases”). Each of the Leases is valid, binding and in full force and effect, and is enforceable against the Company or its Subsidiary that is a party to such Lease and each other party thereto in accordance with its terms, except as such enforcement may be limited by (i) the effect of bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium or other laws affecting or relating to the rights of creditors generally, or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in equity or at law. There exists no material default or condition, or any state of facts or event that with the passage of time or giving of notice would constitute a material default, in the performance by the Company or its Subsidiaries or Affiliates of their respective obligations under any Lease. There is no suitof the Leases or, action, arbitration or other proceeding with respect to the Leases or Knowledge of the premises leased under Company, by any other party to any of the Leases. Neither None of the Company nor or its Affiliates has received any written or, to the Knowledge of the Company, oral communication from the landlord or lessor under any of its Subsidiaries has received notice and does not otherwise have knowledge of any pending, threatened or contemplated condemnation proceeding affecting any premises owned or leased by the Leases claiming that the Company or any of its Subsidiaries or any part thereof or Affiliates is in breach of any sale or other disposition its obligations under the respective Leases. (c) Section 4.14(c) of any such owned or leased premises or any part thereof in lieu the Company Disclosure Schedule sets forth each parcel of condemnation. The real property leased to property, including the owner thereof, which the Company or any of its Subsidiaries under owns (the Leases encompasses all real property used by “Owned Real Property”). Each of the Company and its Subsidiaries, as applicable, has good and neither valid fee simple title to the Owned Real Property. Each Owned Real Property is free and clear of all Encumbrances (except for Permitted Encumbrances). Neither the Company nor or any of its Subsidiaries owns have entered into any real property and does not have any options leases, arrangements, licenses or other agreements pursuant to purchase real property. The landlord under each of the Leases has performed all initial improvements required to be performed by it under such Lease and all tenant improvements allowances have been paid to which the Company or any of its Subsidiaries as tenant under such Leasehave contracted to sell or lease all or any portion of the Owned Real Property to a third party. All insurance required to be maintained by To the Knowledge of the Company, there are neither any actual nor threatened in writing, condemnation or eminent domain proceedings that affect the Owned Real Property or any part thereof, and the Company or any of and its Subsidiaries under each have not received any notice of the Leases is in full force and effectsuch condemnation or eminent domain proceedings from any Governmental Authority.

Properties. (i) A list of all real property owned or leased by the Company or a Subsidiary of the Company is set forth in the Company’s Disclosure Letter. The Company or one and each of its Subsidiaries (i) has good and marketable title to all the properties and assets (A) reflected in the 2007 Balance Sheet as being real property owned by the Company it (including any property acquired in a judicial foreclosure proceeding or one by way of its Subsidiaries (other than any such properties a deed in lieu of foreclosure or assets sold or disposed of since such date similar transfer), in the ordinary course of business consistent with past practice) or (B) acquired after January 31, 2007 which are material to the Company's business on a consolidated basis, each case free and clear of all any Liens except Permitted Liens. Except as set forth in Section 3.01(l) of the Company Disclosure Schedule, the Company or one of its Subsidiaries has good and valid leasehold interests in all real property leases, subleases and occupancy agreements Each lease pursuant to which the Company or any of its Subsidiaries Subsidiaries, as lessee, leases real property is a party (the "Leases") valid and is in sole possession of the properties purported to be leased thereunder. Except as set forth in Section 3.01(l) of the Company Disclosure Schedule, each Lease is in full force and effect and constitutes a legal, valid and binding obligation of, and is legally enforceable against, the respective parties thereto. Except as set forth in Section 3.01(l) of to the Company Disclosure Schedule, there is no uncured breach, and no default exists, on the part of landlord under any of the Leases, and the Company has no knowledge of breach or default or any event, condition or state of facts, which with the giving of notice or the passage of time, or both, would constitute a breach or default by Subsidiaries and neither the Company or nor any of its Subsidiaries under any Lease. There is no suitSubsidiaries, actionnor, arbitration or other proceeding with respect to the Leases Company’s Knowledge, any other party to any such lease, is in default or the premises leased under the Leases. Neither the Company nor or in violation, in each case in any of its Subsidiaries has received notice and does not otherwise have knowledge material respect, of any pending, threatened material provisions of any such lease. The Company has previously delivered or contemplated condemnation proceeding affecting any premises made available to Purchaser a complete and correct copy of each such lease of real property. All real property owned or leased by the Company or any of its Subsidiaries or any part thereof or is in all material respects in a good state of any sale or other disposition of any such owned or leased premises or any part thereof maintenance and repair (normal wear and tear excepted), conforms in lieu of condemnation. The real property leased to all material respects with all applicable ordinances, regulations and zoning laws and is considered by the Company or any to be adequate for the current business of its Subsidiaries under the Leases encompasses all real property used by the Company and its Subsidiaries. To the Knowledge of the Company, and neither none of the Company nor buildings, structures or any of its Subsidiaries owns other improvements located on any real property and does not have any options to purchase real property. The landlord under each of the Leases has performed all initial improvements required to be performed by it under such Lease and all tenant improvements allowances have been paid to the Company owned or any of its Subsidiaries as tenant under such Lease. All insurance required to be maintained leased by the Company or any of its Subsidiaries under encroach upon or over any adjoining parcel or real estate or any easement or right-of-way. (ii) The Company and each of its Subsidiaries has good and marketable title to all tangible personal property owned by it, free and clear of all Liens except such Liens, if any, that are not material in character, amount or extent, and that do not materially detract from the Leases value, or materially interfere with the present use of the properties subject thereto or affected thereby. With respect to tangible personal property used in the business of the Company and its Subsidiaries that is leased rather than owned, neither the Company nor any of its Subsidiaries is in full force default under the terms of any such lease, except where it has not had and effectwould not reasonably be expected to have a Material Adverse Effect on the Company.

Properties. (i) A list of all real property owned or leased by the Company or a Subsidiary of the Company is set forth in the Company’s Disclosure Letter. The Company or one and each of its Subsidiaries (i) has good and marketable title to all the properties and assets (A) reflected in the 2007 Balance Sheet as being real property owned by the Company it (including any property acquired in a judicial foreclosure proceeding or one by way of its Subsidiaries (other than any such properties a deed in lieu of foreclosure or assets sold or disposed of since such date similar transfer), in the ordinary course of business consistent with past practice) or (B) acquired after January 31, 2007 which are material to the Company's business on a consolidated basis, each case free and clear of all Liens. Except any Liens except (i) liens for Taxes not yet due and payable and (ii) such easements, restrictions and encumbrances, if any, as set forth are not material in Section 3.01(l) character, amount or extent, and do not materially detract from the value, or materially interfere with the present use of the Company Disclosure Schedule, the Company properties subject thereto or one of its Subsidiaries has good and valid leasehold interests in all real property leases, subleases and occupancy agreements affected thereby. Each lease pursuant to which the Company or any of its Subsidiaries as lessee, leases real or personal property is a party (the "Leases") valid and is in sole possession of the properties purported to be leased thereunder. Except as set forth in Section 3.01(l) of the Company Disclosure Schedule, each Lease is in full force and effect and constitutes a legal, valid and binding obligation of, and is legally enforceable against, the respective parties thereto. Except as set forth in Section 3.01(l) of neither the Company Disclosure Schedule, there is no uncured breach, and no default exists, on the part of landlord under any of the Leases, and the Company has no knowledge of breach or default or any event, condition or state of facts, which with the giving of notice or the passage of time, or both, would constitute a breach or default by the Company or nor any of its Subsidiaries under any Lease. There is no suitSubsidiaries, actionnor, arbitration or other proceeding with respect to the Leases Company’s knowledge, any other party to any such lease, is in default or the premises leased under the Leases. Neither the Company nor or any of its Subsidiaries has received notice and does not otherwise have knowledge in violation of any pending, threatened or contemplated condemnation proceeding affecting material provisions of any premises such lease. The Company has previously delivered to Purchaser a complete and correct copy of each such lease. All real property owned or leased by the Company or any of its Subsidiaries or any part thereof or are in all material respects in a good state of any sale or other disposition of any such owned or leased premises or any part thereof in lieu of condemnation. The real property leased to maintenance and repair (normal wear and tear excepted), conform with all applicable ordinances, regulations and zoning laws and are considered by the Company or any to be adequate for the current business of its Subsidiaries under the Leases encompasses all real property used by the Company and its Subsidiaries. To the knowledge of the Company, and neither none of the Company nor buildings, structures or any of its Subsidiaries owns other improvements located on any real property and does not have any options to purchase real property. The landlord under each of the Leases has performed all initial improvements required to be performed by it under such Lease and all tenant improvements allowances have been paid to the Company owned or any of its Subsidiaries as tenant under such Lease. All insurance required to be maintained leased by the Company or any of its Subsidiaries under encroaches upon or over any adjoining parcel or real estate or any easement or right-of-way. (ii) The Company and each of its Subsidiaries has good and marketable title to all tangible personal property owned by it, free and clear of all Liens except such Liens, if any, that are not material in character, amount or extent, and that do not materially detract from the Leases value, or materially interfere with the present use of the properties subject thereto or affected thereby. With respect to personal property used in the business of the Company and its Subsidiaries that is leased rather than owned, neither the Company nor any of its Subsidiaries is in full force and effectdefault under the terms of any such lease.

Properties. The Company or one of its Subsidiaries (ia) has good and marketable title to all the properties and assets (A) reflected in the 2007 Balance Sheet as being owned by the Company or one of its Subsidiaries (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 January 31, 2007 which are material to the Company's business on a consolidated basis, free and clear of all Liens. Except as set forth in Section 3.01(l) 3.10 of the Company Disclosure ScheduleSchedule contains a true, correct and complete list of (i) all Leased Real Property designating the relevant lessors and lessees and, in the case of Leased Real Property, the Company material terms of such Lease, including the annual rental payment and expiration date and (ii) all equipment, fixtures and other personal property owned, leased, subleased or one of its Subsidiaries has good and valid leasehold interests in all real property leases, subleases and occupancy agreements to which the Company or any of its Subsidiaries is a party (the "Leases") and is in sole possession of the properties purported to be leased thereunder. Except as set forth in Section 3.01(l) of the Company Disclosure Schedule, each Lease is in full force and effect and constitutes a legal, valid and binding obligation of, and is legally enforceable against, the respective parties thereto. Except as set forth in Section 3.01(l) of the Company Disclosure Schedule, there is no uncured breach, and no default exists, on the part of landlord under any of the Leases, and the Company has no knowledge of breach or default or any event, condition or state of facts, which with the giving of notice or the passage of time, or both, would constitute a breach or default managed by the Company or any Subsidiary which, in the case of its Subsidiaries under any Leaseclause (ii) only, had an original cost or commitment in excess of $50,000. There is no suitTrue, action, arbitration correct and complete copies of all Leases and all material personal property leases and deeds of the Company and each Subsidiary have been delivered or other proceeding with respect made available to Inveresk by the Leases or the premises leased under the LeasesCompany. Neither the Company nor or any of its Subsidiaries has received notice and does not otherwise have knowledge of any pending, threatened or contemplated condemnation proceeding affecting any premises owned or leased by the Company or any of its Subsidiaries or any part thereof or of any sale or other disposition of any such owned or leased premises or any part thereof in lieu of condemnation. The real property leased to the Company or any of its Subsidiaries under the Leases encompasses all real property used by the Company and its Subsidiaries, and neither the Company nor or any of its Subsidiaries owns any real property and does not have or any options to purchase other interest in real property. (b) Each Lease is legal, valid, binding, enforceable and in full force and effect, subject to proper authorization and execution of such Lease by the other party thereto and the application of any bankruptcy or other creditor's rights laws. The landlord under Company or the applicable Subsidiary is in compliance in all material respects with all terms of each of the Leases has performed all initial improvements required to be performed by it under such Lease and all tenant improvements allowances have been paid and, to the Company Company's knowledge, the other party or any parties thereto are not in default of its Subsidiaries as tenant under such Lease. All insurance required to be maintained or their obligations thereunder. (c) Neither the whole nor any part of any Leased Real Property used or occupied by the Company or any Subsidiary is subject to any pending suit for condemnation or other taking by any public authority, and, to the knowledge of the Company, no such condemnation or other taking is currently threatened or contemplated. The Leased Real Property is sufficient real property to conduct the operations of the Company and its Subsidiaries as currently conducted, and the personal property set forth on Section 3.10 of the Company Disclosure Schedule is in sound operating condition and repair, normal wear and tear excepted. There has not been any interruption of the operations of the Company or its Subsidiaries since December 31, 2002 due to inadequate maintenance of any such properties. (d) Except as disclosed in the 2002 Audited Financial Statements, the Company or a Subsidiary owns outright and has good and marketable fee or leasehold title to all of its Subsidiaries under respective assets and properties, in each case free and clear of any Lien. The Company, together with its Subsidiaries, has all necessary assets, equipment, contractual rights and properties to engage in the Leases is in full force business currently conducted by the Company and effectits Subsidiaries.

Properties. The (a) Except as would not have, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company or one of its the Company Subsidiaries owns marketable fee simple title (with respect to jurisdictions that recognize such form of title or substantially similar title with respect to all other jurisdictions) to, or has a valid leasehold interest in, each of the real properties identified as owned or leased by the Company in the Company SEC Reports (collectively, the “Company Properties”). Section 3.12(a)(i) of the Disclosure Schedules sets forth a true and complete list of all Company Properties and the Company Subsidiary which owns such Company Property. Section 3.12(a)(ii) of the Disclosure Schedules sets forth a true and complete list of all leases pursuant to which the Company or any Company Subsidiary is a tenant of real property as of the date of this Agreement and the Company Subsidiary which is the tenant under each such lease (each, a “Material Company Real Property Lease”). In each case, such Company Properties are owned or leased, as the case may be, free and clear of Liens, except for Permitted Liens. Neither the Company nor any Company Subsidiary is a tenant of real property pursuant to a ground lease. Except as would not be material to any Company Property, no Person or tenant other than the Company or Company Subsidiary, as applicable, has any right to use or occupy all or any portion of such Company Properties. True, correct and complete copies of each Material Company Real Property Lease have been made available to Buyer prior to the date hereof. All Material Company Real Property Leases are in full force and effect and are enforceable against each of the Company or the Company Subsidiary that is a party thereto, and to the Company’s Knowledge, the other parties thereto, in accordance with their respective terms. Except for matters that would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect: (A) neither the Company nor any Company Subsidiary has received any written claim or notice of material breach or material default under any such Material Company Real Property Lease or any written notice of any party’s intent to cancel or terminate any Material Company Real Property Lease, and (B) to the Company’s Knowledge, no Event has occurred which individually or together with other Events would reasonably be expected to result in a material breach or a material default under any Material Company Real Property Lease by the Company or any Company Subsidiary as party thereto (in each case, with or without notice or lapse of time or both). (b) Section 3.12(b) of the Disclosure Schedules sets forth a true, correct and complete list of the real property which, as of the date of this Agreement, is under contract to be purchased by the Company or a Company Subsidiary after the date of this Agreement or that is required under a binding Contract to be sold, leased or subleased by the Company or a Company Subsidiary as lessee or sublessee after the date of this Agreement. There are no written agreements to which either the Company or any Company Subsidiary is a party pursuant to which either the Company or any Company Subsidiary is obligated to buy or lease or sublease as a tenant any real properties at some future date, or pursuant to which either the Company or any Company Subsidiary is obligated to lease as landlord any Company Property to any third party (other than hotel guests in the ordinary course of the Company’s and the Company Subsidiaries’ business and retail leases that are not material to any Company Property). (c) 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 in writing with respect to any of the Company Properties, that would interfere in any material manner with the current use of the Company Properties (assuming its continued use in the manner it is currently used), or otherwise impair in any material manner the operations of such Company Properties (assuming its continued use in the manner it is currently operated) or (ii) any Laws, including any zoning regulation or ordinance, building or similar Law, code, ordinance, order or regulation, has been violated (and remains in violation) for any Company Property (other than violations (A) of any zoning regulation or ordinance resulting from a change to such zoning regulation or ordinance which render such Company Property legally non-conforming pursuant to such zoning regulations or ordinances or (B) that would not be material to the operation of such Company Property), which have not been cured or contested in good faith. (d) Except for any statutory rights or statutory options to occupy or purchase any Company Property, in either case in favor of a Governmental Authority, neither the Company nor any Company Subsidiary has granted 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 any Persons to purchase or otherwise acquire a Company Property or any portion thereof or entered into any Contract for sale or letter of intent to sell any Company Property or any portion thereof. (e) 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 or one of the Company Subsidiaries has good and marketable title to to, or a valid and binding leasehold or other interest in, all tangible personal property necessary for the properties and assets (A) reflected in conduct of the 2007 Balance Sheet as being owned by business of the Company or one of its Subsidiaries (other than any such properties or assets sold or disposed of since such date in and the ordinary course of business consistent with past practice) or (B) acquired after January 31, 2007 which are material to the Company's business on a consolidated basisCompany Subsidiaries, free and clear of all Liens. Except as set forth , other than Permitted Liens, and all such property is in Section 3.01(l) of the Company Disclosure Schedule, the Company or one of its Subsidiaries has good operating condition and valid leasehold interests in all real property leases, subleases repair (ordinary wear and occupancy agreements to which the Company or any of its Subsidiaries is a party (the "Leases"tear expected) and is in sole possession of the properties purported to be leased thereunder. Except as set forth in Section 3.01(l) of the Company Disclosure Schedule, each Lease is in full force and effect and constitutes a legal, valid and binding obligation of, and is legally enforceable against, the respective parties thereto. Except as set forth in Section 3.01(l) of the Company Disclosure Schedule, there is no uncured breach, and no default exists, on the part of landlord under any of the Leases, and the Company has no knowledge of breach or default or any event, condition or state of facts, which with the giving of notice or the passage of time, or both, would constitute a breach or default by the Company or any of suitable for its Subsidiaries under any Lease. There is no suit, action, arbitration or other proceeding with respect to the Leases or the premises leased under the Leases. Neither the Company nor or any of its Subsidiaries has received notice and does not otherwise have knowledge of any pending, threatened or contemplated condemnation proceeding affecting any premises owned or leased by the Company or any of its Subsidiaries or any part thereof or of any sale or other disposition of any such owned or leased premises or any part thereof in lieu of condemnation. The real property leased to the Company or any of its Subsidiaries under the Leases encompasses all real property used by the Company and its Subsidiaries, and neither the Company nor or any of its Subsidiaries owns any real property and does not have any options to purchase real property. The landlord under each of the Leases has performed all initial improvements required to be performed by it under such Lease and all tenant improvements allowances have been paid to the Company or any of its Subsidiaries as tenant under such Lease. All insurance required to be maintained by the Company or any of its Subsidiaries under each of the Leases is in full force and effectpresent use.

Properties. The (a) Section 3.14(a) of the Company Disclosure Letter sets forth a true, correct and complete list in all material respects of the common name and address of each real property owned (in fee, leasehold or one of its Subsidiaries (iotherwise) has good and marketable title to all the properties and assets (A) reflected in the 2007 Balance Sheet as being owned by the Company or one a Company Subsidiary or leased (including ground leased) by the Company or a Company Subsidiary as lessee, licensee, grantee, or sublessee as of its the date hereof (all such hotel real property interests, together with all buildings, structures and other improvements and fixtures located on or under such hotel real property interests and all easements, rights and other appurtenances to such hotel real property interests, are individually referred to herein as a "Company Property"). As of the date of this Agreement, except as indicated on Section 3.14(a) of the Company Disclosure Letter, (x) there are no real properties that the Company or any of the Company Subsidiaries is or may be obligated to buy, lease or sublease on the date hereof or at some future date and (y) there are no real properties that the Company or any of the Company Subsidiaries have under contract to be sold or assigned and, in each case, there are no commitment, letters of intent or similar arrangement with respect to the same that remain active. Except as set forth on Section 3.14(a) of the Company Disclosure Letter, neither the Company nor any Company Subsidiary has granted any unexpired options, rights of first refusal, first negotiation, or first offer or other purchase rights or preferential options with respect to the purchase or lease of any Company Property or any material assets of the Company or the Company Subsidiaries that remain in effect as of the date hereof. The Company Property is all the real property necessary and sufficient for operation of the hotels as operated as of the date hereof in all material respects. The Company and the Company Subsidiaries have the right to use and operate all Company Property as currently used and operated in all material respects. (b) The Company or the Company Subsidiaries own good and valid title to the Company Properties, in each case, free and clear of Liens, except for Company Permitted Liens, none of which Company Permitted Liens have had, and would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (c) There is no pending or, to the knowledge of the Company or the Partnership, threatened condemnation, expropriation, eminent domain or rezoning proceeding affecting all or any portion of any of the Company Properties which would, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (d) Section 3.14(d) of the Company Disclosure Letter sets forth a true, correct and complete list of each Major Lease, together with all amendments, modifications, supplements, renewals, guarantees and extensions related thereto (collectively, the "Major Lease Documentation"), including the parties thereto and the real properties to which they relate. The Company has provided the Parent Entities with true, complete and correct copies of all Major Leases and Major Lease Documentation. With respect to each Major Lease, (x) such Major Lease is valid and in full force and effect and enforceable against the Company or relevant Company Subsidiary, (y) the Company or the applicable Company Subsidiary is not in breach, violation, or default under such Major Lease and, to the Company's knowledge, the applicable counterparty is not in breach, violation or default under such Major Lease, in each case, except for such defaults which would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, and (z) and none of the Company or any of the Company Subsidiaries has received written notice that it has violated or is in default under such Major Lease or given written notice that any counterparty has violated or in in default under any Major Lease that in either case remains uncured at the date of this Agreement, except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. The Company or a Company Subsidiary has exclusive possession of each Company Property, other than the Major Leases and any use and occupancy rights granted to third party tenants, subtenants, concessionaires, hotel guests or licensees pursuant to Contracts with respect to such properties or assets sold or disposed of since such date real property entered into in the ordinary course of business consistent and other than Company Permitted Liens. (e) Section 3.14(e) of the Company Disclosure Letter sets forth a true, correct and complete list of each Company Management Agreement and identifies each Company Property that is subject to such Company Management Agreement, the Company or the Company Subsidiary that is a party to such agreement, the date of such agreement and each amendment relating thereto. The Company has provided the Parent Entities with past practicetrue, complete and correct copies of all Company Management Agreements. With respect to each Company Management Agreement, (x) such Company Management Agreement is valid and in full force and effect and enforceable against the Company or applicable Company Subsidiary, (y) other than as set forth in Section 3.14(e) of the Company Disclosure Letter, neither the Company nor the applicable Company Subsidiary is in breach, violation or default under such Company Management Agreement and, to the knowledge of the Company or the Partnership, the applicable counterparty is not in breach, violation or default, under such Company Management Agreement, in each case, except for such breaches, violations or defaults which would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, and (z) and, other than as set forth in Section 3.14(e) of the Company Disclosure Letter, none of the Company or any of the Company Subsidiaries has received written notice that it has violated or is in breach, violation or default under such Company Management Agreement nor given any notice that its counterparty is in breach, violation or default under any such Company Management Agreement that in either case remains uncured at the date of this Agreement, except in the case of clauses (x), (y), and (z) as would not, individually or in the aggregate, reasonably be expected to result in a Company Material Adverse Effect. (f) Section 3.14(f) of the Company Disclosure Letter sets forth a true, correct and complete list of each Company Franchise Agreement and identifies each Company Property that is subject to such Company Franchise Agreement, the Company or the Company Subsidiary that is a party to such agreement, the date of such agreement and each amendment relating thereto. The Company has provided the Parent Entities with true, complete and correct copies of all Company Franchise Agreements. With respect to each Company Franchise Agreement, (x) such Company Franchise Agreement is valid and in full force and effect and enforceable against the Company or applicable Company Subsidiary, (y) neither the Company nor the applicable Company Subsidiary is in breach, violation or default under such Company Franchise Agreement and, to the knowledge of the Company or the Partnership, the applicable counterparty is not in breach, violation or default, under such Company Franchise Agreement and (z), except as set forth in Section 3.14(f) of the Company Disclosure Letter, none of the Company or any of the Company or any Company Subsidiaries has received written notice that it is in breach, violation or default under such Company Franchise Agreement nor given any notice that its counterparty is in breach, violation or default under such Company Franchise Agreement, except in the case of clauses (x), (y) and (z), (i) for violations or breaches or defaults that have been cured or (Bii) acquired after January 31as would not, 2007 which are material individually or in the aggregate, reasonably be expected to result in a Company Material Adverse Effect. (g) Section 3.14(g) of the Company Disclosure Letter sets forth a true, correct and complete list of each Ground Lease, together with all amendments, modifications, supplements, renewals and extensions related thereto. The Company has provided the Parent Entities with true, complete and correct copies of all Ground Leases. With respect to each Ground Lease, (x) such Ground Lease is valid and in full force and effect and enforceable against the parties thereto, (y) neither the Company nor the applicable Company Subsidiary is in breach, violation or default under such Ground Lease and, to the Company's business on knowledge, the applicable counterparty is not in breach, violation or default, in each case, except for such defaults which would not, individually or in the aggregate, reasonably be expected to have a consolidated basisCompany Material Adverse Effect, free and clear (z) and none of all Liensthe Company or any of the Company Subsidiaries has received written notice that it has violated or is in default under such Ground Lease nor given any notice that its counterparty is in breach, violation or default under a Ground Lease that remains uncured, except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (h) The Company has provided Parent with true, complete and correct copies of owners' title policies with respect to each Company Property. For each Company Property, a policy of title insurance (each, a "Company Title Insurance Policy") has been issued insuring, as of the effective date of each such insurance policy, the estate reflected in such Company Title Insurance Policy. To the knowledge of the Company, each such policy is in full force and effect. No material claim has been made against any such policy that remains outstanding. (i) Except as set forth in Section 3.01(l3.14(i) of the Company Disclosure Schedule, the Company Letter or one of its Subsidiaries has good and valid leasehold interests in all real property leases, subleases and occupancy agreements to which the Company or any of its Subsidiaries is a party (the "Leases") and is in sole possession of the properties purported to be leased thereunder. Except as set forth in Section 3.01(l5.1(i) of the Company Disclosure ScheduleLetter, each Lease neither the Company nor any Company Subsidiary nor any agent of either the Company or any Company Subsidiary is currently performing any capital projects, renovation or construction projects which project has aggregate projected costs in full force and effect and constitutes excess of $5,000,000 at any owned real property or leased real property. (j) Neither the Company nor a legalCompany Subsidiary has received any notice from any insurance company that has issued a policy with respect to any Company Property or from any lender requiring performance of any material structural or other repairs or alterations to any Company Property, valid and binding obligation of, and is legally enforceable against, the respective parties theretowhich repairs or alterations have not been completed. Except as set forth in Section 3.01(l3.14(j) of the Company Disclosure ScheduleLetter sets forth a list that is, there to the Company's knowledge, true and complete, of any Company Property all or any portion of which is no uncured breachsubject to a historic, preservation, landmark, cultural or any other similar designation (a "Designation"). To the knowledge of the Company, each Company Property subject to a Designation is in compliance with all Laws imposed in connection with such Designation and no default existsthe Company is compliant with all zoning and land use Laws and requirements, on in each case except as would not reasonably be expected to have a Company Material Adverse Effect. (k) To the part knowledge of landlord under the Company, the Company and the Company 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 (other than property owned by tenants and used or held in connection with the applicable tenancy), 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, none of the Company's or any of the Leases, and the Company has no knowledge Subsidiaries' ownership of breach or default or any event, condition or state of facts, which with the giving of notice or the passage of time, or both, would constitute a breach or default by the Company or any of its Subsidiaries under any Lease. There is no suit, action, arbitration or other proceeding with respect to the Leases or the premises leased under the Leases. Neither the Company nor or any of its Subsidiaries has received notice and does not otherwise have knowledge of any pending, threatened or contemplated condemnation proceeding affecting any premises owned or leased by the Company or any of its Subsidiaries or any part thereof or of any sale or other disposition of leasehold interest in any such owned or leased premises or personal property is subject to any part thereof in lieu of condemnation. The real property leased to the Liens, except for Company or any of its Subsidiaries under the Leases encompasses all real property used by the Company and its Subsidiaries, and neither the Company nor or any of its Subsidiaries owns any real property and does not have any options to purchase real property. The landlord under each of the Leases has performed all initial improvements required to be performed by it under such Lease and all tenant improvements allowances have been paid to the Company or any of its Subsidiaries as tenant under such Lease. All insurance required to be maintained by the Company or any of its Subsidiaries under each of the Leases is in full force and effectPermitted Liens.

Properties. The Company (a) Except for Liens permitted by Section 6.02, each Loan Party and each of their Subsidiaries has good title to, or one of valid leasehold interests in, all its Subsidiaries real and personal property material to its business, except for minor defects in title that do not interfere with its ability to conduct its business as currently conducted or to utilize such properties for their intended purposes. Set forth on Schedule 3.05 (a) (i) hereto is a complete and accurate list of all real property owned by any Loan Party or any of their Subsidiaries, showing as of the date hereof the street address, county or other relevant jurisdiction, state, record owner and the acquisition cost and book value thereof. Each Loan Party and each of their Subsidiaries has good good, marketable and marketable insurable fee simple title to all the properties and assets (A) reflected in the 2007 Balance Sheet as being owned by the Company or one of its Subsidiaries (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 January 31, 2007 which are material to the Company's business on a consolidated basisreal property, free and clear of all Liens, other than Liens permitted by Section 6.02. Except as set Set forth in Section 3.01(lon Schedule 3.05(a)(ii) hereto is a complete and accurate list of the Company Disclosure Schedule, the Company or one all leases of its Subsidiaries has good and valid leasehold interests in all real property leases, subleases and occupancy agreements to under which the Company any Loan Party or any of its their Subsidiaries is a party (the "Leases") and is in sole possession lessee or sublessee, showing as of the properties purported to be leased thereunderdate hereof the street address, county or other relevant jurisdiction, state, lessor, lessee or sublessee, expiration date and annual rental cost thereof. Except as set forth in Section 3.01(l) of Each such lease or sublease is the Company Disclosure Schedule, each Lease is in full force and effect and constitutes a legal, valid and binding obligation ofof the lessor or sublessor, as the case may be thereof, enforceable in accordance with its terms. From and after the closing of the IPO Transaction, Parent will own no material property other than equity interests in and to CAI and such equity interests shall not be subject to any Lien. (b) Each Loan Party and each of their, Subsidiaries enjoy, peaceful and undisturbed possession of the portion of the real property as to which any such Person is a lessee under all leases necessary for the operation of its properties and assets, and is legally enforceable against, the respective parties thereto. Except as set forth in Section 3.01(l) of the Company Disclosure Schedule, there is no uncured breach, all such leases are valid and no default exists, on the part of landlord under any of the Leases, subsisting and the Company has no knowledge of breach or default or any event, condition or state of facts, which with the giving of notice or the passage of time, or both, would constitute a breach or default by the Company or any of its Subsidiaries under any Lease. There is no suit, action, arbitration or other proceeding with respect to the Leases or the premises leased under the Leases. Neither the Company nor or any of its Subsidiaries has received notice and does not otherwise have knowledge of any pending, threatened or contemplated condemnation proceeding affecting any premises owned or leased by the Company or any of its Subsidiaries or any part thereof or of any sale or other disposition of any such owned or leased premises or any part thereof in lieu of condemnation. The real property leased to the Company or any of its Subsidiaries under the Leases encompasses all real property used by the Company and its Subsidiaries, and neither the Company nor or any of its Subsidiaries owns any real property and does not have any options to purchase real property. The landlord under each of the Leases has performed all initial improvements required to be performed by it under such Lease and all tenant improvements allowances have been paid to the Company or any of its Subsidiaries as tenant under such Lease. All insurance required to be maintained by the Company or any of its Subsidiaries under each of the Leases is are in full force and effect. (c) Each Loan Party and each of their Subsidiaries owns, or is licensed to use, all trademarks, trade names, copyrights, patents and other intellectual property material to its business, and the use thereof by such Person does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

Properties. The Company or one of its Subsidiaries (ia) has good and marketable title to all the properties and assets (A) reflected in the 2007 Balance Sheet as being owned by the Company or one of its Subsidiaries (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 January 31, 2007 which are material to the Company's business on a consolidated basis, free and clear of all Liens. Except as set forth in Section 3.01(l3.12(a) of the Company Disclosure ScheduleSchedule sets forth the address of each Owned Real Property. None of such property or assets is subject to any Lien, except for Permitted Liens. Neither the Company nor any Subsidiary has leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof. Neither the Company nor any Subsidiary is a party to any agreement or option to purchase any real property or interest therein. (b) Section 3.12(b) of the Company Disclosure Schedule sets forth the address of each Leased Real Property and a correct and complete list of all Real Property Leases (including guarantees thereof) for each such Leased Real Property. The Company has delivered or made available to Parent a correct and complete copy of each such Real Property Lease. With respect to each of the Real Property Leases: (i) as of the date of this Agreement, such Real Property Lease is legal, valid, binding, enforceable by the Company or its Subsidiaries, as applicable, in accordance with its terms (subject, as to enforceability, to bankruptcy, insolvency and other Applicable Laws of general applicability relating to or affecting creditors’ rights and to general equity principles), and in full force and effect, in each such case, in all material respects; (ii) as of the date of this Agreement, the Company and its Subsidiaries, as applicable, are not and, to the Knowledge of the Company, no other party to such Real Property Lease is in default under such Real Property Lease or breach in any material respect under the terms of any such Real Property Lease; (iii) the Company and its Subsidiaries have not subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property or any portion thereof; (iv) the Company and its Subsidiaries have not collaterally assigned or granted any other security interest in such Real Property Lease or any interest therein; and (v) the Company or one of its Subsidiaries has a good and valid leasehold interests interest in all real property leaseseach Leased Real Property, subleases and occupancy agreements subject to which no Liens other than Permitted Liens. (c) As of the date of this Agreement, neither the Company or nor any of its Subsidiaries is a Subsidiary has received any written notice from any party (the "Leases") and that it is in sole possession violation in any material respect of any zoning, use, occupancy, building, regulation, ordinance or other law, relating to any Real Property. (d) As of the properties purported date of this Agreement, there are no pending, or to be leased thereunder. Except as set forth in Section 3.01(l) the Knowledge of the Company Disclosure ScheduleCompany, each Lease is in full force and effect and constitutes a legalthreatened condemnation proceedings, valid and binding obligation oflawsuits, and is legally enforceable against, the respective parties thereto. Except as set forth in Section 3.01(l) of the Company Disclosure Schedule, there is no uncured breach, and no default exists, on the part of landlord under any of the Leases, and the Company has no knowledge of breach administrative actions or default or any event, condition or state of facts, which with the giving of notice or the passage of timeinvestigations, or both, would constitute a breach or default by the Company or any of its Subsidiaries under any Lease. There is no suit, action, arbitration or other proceeding legal proceedings with respect to any Real Property and/or impacting the Leases or the premises leased under the Leases. Neither the Company nor or any of its Subsidiaries has received notice and does not otherwise have knowledge of any pendingoperations thereon, threatened or contemplated condemnation proceeding affecting any premises owned or leased by the Company or any of its Subsidiaries or any part thereof or of any sale or other disposition of any such owned or leased premises or any part thereof in lieu of condemnation. The real property leased each case, in which would be material to the Company or any of its Subsidiaries under the Leases encompasses all real property used by the Company and its Subsidiaries, and neither the Company nor or any of its Subsidiaries owns any real property and does not have any options to purchase real property. The landlord under each of the Leases has performed all initial improvements required to be performed by it under such Lease and all tenant improvements allowances have been paid to the Company or any of its Subsidiaries taken as tenant under such Lease. All insurance required to be maintained by the Company or any of its Subsidiaries under each of the Leases is in full force and effecta whole.

Properties. The Company or one of its Subsidiaries (i) A list and description of all real property owned or leased by Dupont (including any property acquired in a judicial foreclosure proceeding or by way of a deed in lieu of foreclosure or similar transfer) (collectively, the “Real Property”), is set forth in the Citizens/Dupont joint Disclosure Letter. Dupont has good and marketable title to all Real Property owned by it, in each case free and clear of any Liens except (i) liens for taxes not yet due and payable, (ii) such easements, restrictions, encumbrances and imperfections of title, if any, as are not material in character, amount or extent, and do not materially detract from the value, or materially interfere with the present use of the properties subject thereto or affected thereby, and assets (Aiii) reflected in the 2007 Balance Sheet liens arising as being owned by the Company or one a matter of its Subsidiaries (other than any such properties or assets sold or disposed of since such date law in the ordinary course of business consistent with past practice) as to which there is no known default. Each lease pursuant to which Dupont, as lessee, leases real or (B) acquired after January 31personal property is valid and in full force and effect and neither Dupont, 2007 which are nor, to Dupont’s Knowledge, any other party to any such lease, is in default or in violation of any material provisions of any such lease. A complete and correct copy of each such lease is attached as an exhibit to the Company's Citizens/Dupont joint Disclosure Letter. All Real Property owned or leased by Dupont is in a good state of maintenance and repair (normal wear and tear excepted), conform in all material respects with all applicable ordinances, regulations and zoning laws and is considered by Dupont to be adequate for the current business of Dupont. To the Knowledge of Dupont, none of the buildings, structures or other improvements located on a consolidated basisany Real Property owned or leased by Dupont encroaches upon or over any adjoining parcel or real estate or any easement or right-of-way. (ii) Dupont has good and marketable title to all tangible personal property owned by it, free and clear of all Liens. Except , except such Liens, if any, as set forth are not material in Section 3.01(l) of character, amount or extent, and do not materially detract from the Company Disclosure Schedulevalue, or materially interfere with the Company or one of its Subsidiaries has good and valid leasehold interests in all real property leases, subleases and occupancy agreements to which the Company or any of its Subsidiaries is a party (the "Leases") and is in sole possession present use of the properties purported to be leased thereundersubject thereto or affected thereby. Except as set forth in Section 3.01(l) of the Company Disclosure Schedule, each Lease is in full force and effect and constitutes a legal, valid and binding obligation of, and is legally enforceable against, the respective parties thereto. Except as set forth in Section 3.01(l) of the Company Disclosure Schedule, there is no uncured breach, and no default exists, on the part of landlord under any of the Leases, and the Company has no knowledge of breach or default or any event, condition or state of facts, which with the giving of notice or the passage of time, or both, would constitute a breach or default by the Company or any of its Subsidiaries under any Lease. There is no suit, action, arbitration or other proceeding with With respect to personal property used in the Leases or the premises business of Dupont that is leased rather than owned, Dupont is not in default under the Leases. Neither the Company nor or any of its Subsidiaries has received notice and does not otherwise have knowledge of any pending, threatened or contemplated condemnation proceeding affecting any premises owned or leased by the Company or any of its Subsidiaries or any part thereof or of any sale or other disposition terms of any such owned or leased premises or any part thereof in lieu of condemnation. The real property leased to the Company or any of its Subsidiaries under the Leases encompasses all real property used by the Company and its Subsidiaries, and neither the Company nor or any of its Subsidiaries owns any real property and does not have any options to purchase real property. The landlord under each of the Leases has performed all initial improvements required to be performed by it under such Lease and all tenant improvements allowances have been paid to the Company or any of its Subsidiaries as tenant under such Lease. All insurance required to be maintained by the Company or any of its Subsidiaries under each of the Leases is in full force and effectlease.

Properties. The Company or one of its Subsidiaries (i) Each of the Company and its Subsidiaries has good and marketable title to to, or in the case of leased tangible property and leased tangible assets has valid and enforceable leasehold interests in, all the of its material properties and assets (A) reflected in the 2007 Balance Sheet as being owned by the Company or one of its Subsidiaries (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 January 31, 2007 which are material to the Company's business on a consolidated basistangible assets, free and clear of all Liens, except for Permitted Liens. (ii) The material properties and tangible assets owned or leased by the Company and its Subsidiaries, or which they otherwise have the right to use, are sufficient (subject to normal wear and tear) to operate their businesses in substantially the same manner as they are currently conducted. Except as set forth in Section 3.01(lThe tangible assets and properties (including the electrical, power, cooling and mechanical infrastructure) of the Company Disclosure Schedule, the Company or one and each of its Subsidiaries has are each in good working order, and valid leasehold interests have been maintained in all real property leases, subleases and occupancy agreements to which the Company or any of its Subsidiaries is a party accordance with prudent industry practice. (the "Leases"iii) and is in sole possession of the properties purported to be leased thereunder. Except as set forth in Section 3.01(l3.01(o)(iii) of the Company Disclosure Schedule, each Lease is Letter sets forth a complete and correct list of all real property and interests in full force and effect and constitutes a legal, valid and binding obligation of, and is legally enforceable against, the respective parties thereto. Except as set forth in Section 3.01(l) of the Company Disclosure Schedule, there is no uncured breach, and no default exists, on the part of landlord under any of the Leases, and the Company has no knowledge of breach or default or any event, condition or state of facts, which with the giving of notice or the passage of time, or both, would constitute a breach or default by the Company or any of its Subsidiaries under any Lease. There is no suit, action, arbitration or other proceeding with respect to the Leases or the premises leased under the Leases. Neither the Company nor or any of its Subsidiaries has received notice and does not otherwise have knowledge of any pending, threatened or contemplated condemnation proceeding affecting any premises owned or real property leased by the Company or any of its Subsidiaries or any part thereof or of any sale or other disposition of any (each such owned or leased premises or any part thereof in lieu of condemnationproperty, a "Leased Real Property"). The real property leased to Neither the Company or nor any of its Subsidiaries under the Leases encompasses all currently owns, or has previously owned, in fee any real property used or interests in real property. (iv) With respect to each Leased Real Property, (A) the Merger and the other transactions contemplated by this Agreement do not require the consent of any party to any lease, (B) neither the Company nor any of its Subsidiaries has subleased, licensed or otherwise granted anyone the right to use or occupy such Leased Real Property or any portion thereof and (C) neither the Company nor any of its Subsidiaries has collaterally assigned or granted any other security interest in any such leasehold estate or any interest therein. (v) Each of the Company and its SubsidiariesSubsidiaries is in compliance in all material respects with the terms of all material leases of Leased Real Property to which it is a party and under which it is in occupancy, and neither the Company nor or any each such lease is a legal, valid and binding agreement of its Subsidiaries owns any real property and does not have any options to purchase real property. The landlord under each of the Leases has performed all initial improvements required to be performed by it under such Lease and all tenant improvements allowances have been paid to the Company or any its Subsidiary, as the case may be, and, to the knowledge of its Subsidiaries as tenant under such Lease. All insurance required to be maintained by the Company, of each other party thereto, enforceable against the Company or any such Subsidiary, as the case may be, and, to the knowledge of the Company, against the other party or parties thereto, in each case, in accordance with its terms, subject to the Bankruptcy and Equity Exception. Each of the Company and its Subsidiaries enjoys peaceful and undisturbed possession in all material respects under each of all the Leases leases to the material Leased Real Property to which it is a party and under which it is in full force and effectoccupancy.

Properties. The Company or one of its Subsidiaries (a) (i) has good The Company and marketable title to all the properties and assets (A) reflected in the 2007 Balance Sheet as being owned by the Company or one of its Subsidiaries (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 January 31, 2007 which are material to the Company's business on a consolidated basis, free and clear of all Liens. Except as set forth in Section 3.01(l) of the Company Disclosure Schedule, the Company or one 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 all real property leases, subleases and occupancy agreements to which the Company or any of its Subsidiaries is a party has leasehold interests, are free and clear of all Liens, except for Permitted Liens. (the "Leases"b) and is in sole possession of the properties purported to be leased thereunder. Except as set forth in Section 3.01(l5.21(b) of the Company Disclosure ScheduleSchedule sets forth a complete and correct list of all real property and interests in real property, each Lease is in full force and effect and constitutes a legalif any, valid and binding obligation of, and is legally enforceable against, the respective parties thereto. Except as set forth in Section 3.01(l) of the Company Disclosure Schedule, there is no uncured breach, and no default exists, on the part of landlord under any of the Leases, and the Company has no knowledge of breach or default or any event, condition or state of facts, which with the giving of notice or the passage of time, or both, would constitute a breach or default currently owned by the Company or any of its Subsidiaries under any Lease(each, an “Owned Real Property”). There is no suit, action, arbitration or other proceeding with respect to the Leases or the premises leased under the Leases. Neither Section 5.21(b) of the Company nor Disclosure Schedule sets forth (i) a true and complete list of all real property leased, subleased or any of its Subsidiaries has received notice and does not otherwise have knowledge of any pending, threatened or contemplated condemnation proceeding affecting any premises owned or leased occupied by the Company or any of its Subsidiaries or any part thereof or in respect of any sale or other disposition of any such owned or leased premises or any part thereof in lieu of condemnation. The real property leased to which the Company or any of its Subsidiaries under has annual rental obligations of $50,000 or more (each, a “Leased Real Property”), (ii) the Leases encompasses all real property used address for each Leased Real Property, (iii) current rent amounts payable by the Company or its Subsidiaries related to such Leased Real Property and its Subsidiaries(iv) a description of the applicable lease, sublease or other agreement therefore and neither any and all amendments, modifications, side letters relating thereto. 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 execution, delivery or performance of this Agreement by the Company nor or the consummation by the Company of the transactions contemplated hereby. No interest of the Company or any Subsidiary in a Lease Agreement is subject to any Lien, other than Permitted Liens, 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 to the use or occupancy of any Leased Real Property. The Company and each of its Subsidiaries owns any real property and does not have any options to purchase real property. The landlord under each of the Leases has performed all initial improvements material obligations required to be performed by it to date under such each Lease Agreement, and all tenant improvements allowances have been paid to there are no outstanding defaults or circumstances which, upon the Company giving of notice or any passage of its Subsidiaries as tenant under such Lease. All insurance required to be maintained time or both, would constitute a default or breach by the Company or any Subsidiary or, to the Knowledge of the Company, the other party thereto, under any Lease Agreement. (c) With respect to each Leased Real Property, neither the Company nor any of its Subsidiaries under has subleased, licensed or otherwise granted anyone a right to use or occupy such Leased Real Property or any portion thereof. The Company and each of its Subsidiaries enjoy peaceful and undisturbed possession of the Leases is in full force Owned Real Property and effectthe Leased Real Property.

Properties. The (a) Schedule 2.10(a) of the Company or one Disclosure Schedule contains a true, complete and correct list (designating the relevant owners, lessors, sublessors, sublessees and lessees, as applicable) of its Subsidiaries (i) all real property and improvements owned, leased or subleased by each Target Company and its Subsidiaries or otherwise made available for their use, including pursuant to facilities and services agreements or otherwise; (ii) all real and personal property, leases, subleases, occupancy, or other similar agreements to which any Target Company or Subsidiary is a party (the “Leases”); and (iii) all material equipment, fixtures, and other personal property owned, leased, subleased or managed by or otherwise made available for use to either Target Company and any of their respective Subsidiaries. A copy of all Leases and deeds of either Target Company and any of their respective Subsidiaries have been delivered or otherwise made available to Parent by the Company. (b) With respect to real property leased by each Target Company and their Subsidiaries or otherwise made available to each Target Company or their respective Subsidiaries for their use, such Target Company and their respective Subsidiaries have the right to quiet enjoyment of such real property for the full term of each Lease (and any renewal option related thereto), and the leasehold or other interest of each Target Company or their respective Subsidiaries in such real property is not subject or subordinate to any Lien (or if subordinate, a non-disturbance agreement has been obtained by the Target Company or their respective Subsidiaries from the holder of the Lien). Each Target Company and their respective Subsidiaries are in compliance with all material terms of each Lease, if any, and, to the knowledge of the Company and their respective Subsidiaries, the other party or parties thereto are not in default of its or their obligations thereunder nor does any such party have the right to terminate prior to its scheduled expiration the term of any Lease. (c) Neither the whole nor any part of any real property leased, used or occupied by each Target Company or their respective Subsidiaries is subject to any pending suit for condemnation or other taking by any public authority, or any other matter materially or adversely affecting the current use, occupancy or value thereof and, to the knowledge of the Company, no such condemnation, taking or other matter is currently threatened or contemplated. The properties leased or subleased by each Target Company and their respective Subsidiaries are sufficient to conduct the operations of such Target Company and their respective Subsidiaries as currently conducted, and the foregoing personal properties are in sound operating condition and repair, normal wear and tear excepted. There has not been any interruption of the operations of the Target Company or their respective Subsidiaries due to inadequate maintenance of any such properties. (d) Each Target Company and its respective Subsidiaries have good and marketable fee or leasehold title to all the properties of their respective assets and assets (A) reflected properties, in the 2007 Balance Sheet as being owned by the Company or one of its Subsidiaries (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 January 31, 2007 which are material to the Company's business on a consolidated basis, each case free and clear of any Lien. Each Target Company and their respective Subsidiaries have all Liens. Except necessary assets, equipment and properties to engage in the business as currently conducted by each Target Company and their respective Subsidiaries. (e) All real property listed on Schedule 2.10(a) of the Company Disclosure Schedule complies in all material respects with all Laws and Regulations applicable to the operations of each Target Company and its Subsidiaries or their use or occupancy of such real property; and none of the Target Companies or their Subsidiaries have received notice of any violation of any such Laws or Regulations. (f) Other than lessee and sublessees disclosed on Schedule 2.10(a) of the Company Disclosure Schedule no other party or parties have the right to use or occupy all or any portion of the real property set forth in Section 3.01(lon Schedule 2.10(a) of the Company Disclosure Schedule. (g) Neither of the Target Companies nor any of their respective Subsidiaries have assigned, the Company transferred, conveyed, mortgaged, deeded in trust, or one of its Subsidiaries has good and valid leasehold interests otherwise encumbered any interest in all real property leases, subleases and occupancy agreements to which the Company or any of its Subsidiaries is a party (the "Leases") and is in sole possession of the properties purported to be leased thereunder. Except as set forth in Section 3.01(lon Schedule 2.10(a) of the Company Disclosure Schedule, each Lease is in full force and effect and constitutes a legal, valid and binding obligation of, and is legally enforceable against, the respective parties thereto. Except as set forth in Section 3.01(l) of the Company Disclosure Schedule, there is no uncured breach, and no default exists, on the part of landlord under any of the Leases, and the Company has no knowledge of breach or default or any event, condition or state of facts, which with the giving of notice or the passage of time, or both, would constitute a breach or default by the Company or any of its Subsidiaries under any Lease. There is no suit, action, arbitration or other proceeding with respect to the Leases or the premises leased under the Leases. Neither the Company nor or any of its Subsidiaries has received notice and does not otherwise have knowledge of any pending, threatened or contemplated condemnation proceeding affecting any premises owned or leased by the Company or any of its Subsidiaries or any part thereof or of any sale or other disposition of any such owned or leased premises or any part thereof in lieu of condemnation. The real property leased to the Company or any of its Subsidiaries under the Leases encompasses all real property used by the Company and its Subsidiaries, and neither the Company nor or any of its Subsidiaries owns any real property and does not have any options to purchase real property. The landlord under each of the Leases has performed all initial improvements required to be performed by it under such Lease and all tenant improvements allowances have been paid to the Company or any of its Subsidiaries as tenant under such Lease. All insurance required to be maintained by the Company or any of its Subsidiaries under each of the Leases is in full force and effect.

Properties. (i) The Company has previously delivered to Purchasers a list of all real property owned or one leased by the Company or any Subsidiary, including REO Property ("Company Real Property"). The Company and each of its Subsidiaries (i) has good and marketable title to all the properties and assets (A) reflected in the 2007 Balance Sheet as being real property owned by the Company it (including any property acquired in a judicial foreclosure proceeding or one by way of its Subsidiaries (other than any such properties a deed in lieu of foreclosure or assets sold or disposed of since such date similar transfer), in the ordinary course of business consistent with past practice) or (B) acquired after January 31, 2007 which are material to the Company's business on a consolidated basis, each case free and clear of all Liens. Except any Liens except (i) liens for Taxes not yet due and payable and (ii) such easements, restrictions and encumbrances, if any, as set forth are not material in Section 3.01(l) character, amount or extent, and do not materially detract from the value, or materially interfere with the present use of the Company Disclosure Schedule, the Company properties subject thereto or one of its Subsidiaries has good and valid leasehold interests in all real property leases, subleases and occupancy agreements affected thereby. Each lease pursuant to which the Company or any of its Subsidiaries Subsidiary as lessee, leases real or personal property is a party (the "Leases") valid and is in sole possession of the properties purported to be leased thereunder. Except as set forth in Section 3.01(l) of the Company Disclosure Schedule, each Lease is in full force and effect and constitutes a legal, valid and binding obligation of, and is legally enforceable against, the respective parties thereto. Except as set forth in Section 3.01(l) of neither the Company Disclosure Schedulenor any Subsidiary, there nor, to the Knowledge of Company, any other party to any such lease, is no uncured breach, and no in default exists, on the part or in violation of landlord under any material provisions of the Leases, and the any such lease. The Company has no knowledge previously delivered to Purchaser a complete and correct copy of breach each such lease. All real property owned or default or any event, condition or state of facts, which with the giving of notice or the passage of time, or both, would constitute a breach or default leased by the Company or any Subsidiary are in all material respects in a good state of maintenance and repair (normal wear and tear excepted), conform with all applicable ordinances, regulations and zoning laws and are considered by the Company to be adequate for the current business of the Company and its Subsidiaries under any LeaseCompany Significant Subsidiaries. There is no suitTo the Knowledge of the Company, actionnone of the buildings, arbitration structures or other proceeding with respect to the Leases or the premises leased under the Leases. Neither the Company nor or improvements located on any of its Subsidiaries has received notice and does not otherwise have knowledge of any pending, threatened or contemplated condemnation proceeding affecting any premises real property owned or leased by the Company or any of its Company Significant Subsidiaries encroaches upon or over any adjoining parcel or real estate or any part thereof easement or of any sale or other disposition of any such owned or leased premises or any part thereof in lieu of condemnation. right-of-way. (ii) The real property leased to the Company or any and each of its Company Significant Subsidiaries under has good and marketable title to all tangible personal property owned by it, free and clear of all Liens except such Liens, if any, that are not material in character, amount or extent, and that do not materially detract from the Leases encompasses all real value, or materially interfere with the present use of the properties subject thereto or affected thereby. With respect to personal property used by in the business of the Company and its SubsidiariesCompany Significant Subsidiaries that is leased rather than owned, and neither the the (iii) Company nor or any of its Company Significant Subsidiaries owns any real property and does not have any options to purchase real property. The landlord under each of the Leases has performed all initial improvements required to be performed by it under such Lease and all tenant improvements allowances have been paid to the Company or any of its Subsidiaries as tenant under such Lease. All insurance required to be maintained by the Company or any of its Subsidiaries under each of the Leases is in full force and effectdefault under the terms of any such lease.

Properties. (a) The Company or one of and its Subsidiaries (i) has have good and marketable title to to, or valid leasehold interests in, all the properties material property and assets (A) reflected in on the 2007 Company Balance Sheet as being owned by or acquired after the Company or one Balance Sheet Date, except (i) for Intellectual Property Rights that are the subject of its Subsidiaries the first sentence of Section 4.15(b) and (other than any such properties or assets sold or ii) as have been disposed of since such date the Company Balance Sheet Date in the ordinary course of business consistent with past practice. (b) or (B) acquired after January 31, 2007 which are material to the Company's business on a consolidated basis, free and clear of all Liens. Except as set forth in Section 3.01(l4.14(b) of the Company Disclosure Schedule, Schedule identifies all real property owned by the Company or one any of its Subsidiaries has (the “Owned Real Property”). The Company and its Subsidiaries have good and valid leasehold interests in title to all real property leasesof the Owned Real Property. There are no pending or, subleases and occupancy agreements to the Knowledge of the Company, threatened condemnation, eminent domain or similar proceedings affecting any of the Owned Real Property. (c) Section 4.14(c) of the Company Disclosure Schedule identifies each Lease to which the Company or any of its Subsidiaries is a party or subject. The Company has made available to Parent a true and complete copy of each Lease. Each lease, sublease or license (the "Leases"each, a “Lease”) and is in sole possession of the properties purported to be leased thereunder. Except as set forth in Section 3.01(l) of under which the Company Disclosure Scheduleor any of its Subsidiaries leases, each Lease subleases or licenses any real property (such real property, the “Leased Real Property”) is valid and in full force and effect and constitutes effect, and, except for matters that have been resolved: (i) neither the Company nor any of its Subsidiaries, nor to the Company’s Knowledge any other party to a legalLease, valid and binding obligation has violated in any material respect any provision of, and is legally enforceable againstor taken or failed to take any act which, the respective parties thereto. Except as set forth in Section 3.01(l) of the Company Disclosure Schedulewith or without notice, there is no uncured breach, and no default exists, on the part of landlord under any of the Leases, and the Company has no knowledge of breach or default or any event, condition or state of facts, which with the giving of notice or the passage lapse of time, or both, would constitute a breach or default by the Company or any of its Subsidiaries under any Lease. There is no suit, action, arbitration or other proceeding with respect to the Leases or the premises leased under the Leases. Neither provisions of such Lease, and (ii) neither the Company nor or any of its Subsidiaries has received notice and does not otherwise have knowledge of that it has breached, violated or defaulted under any pendingLease. (d) To the Company’s Knowledge, threatened or contemplated condemnation proceeding affecting any premises owned or leased by (i) neither the Company or nor any of its Subsidiaries or any part thereof or has received notice of a material violation of any sale applicable zoning, building, health and safety, subdivision, land sales or other disposition similar Applicable Law, and (ii) all structures, buildings, facilities and improvements on the Owned Real Property or Leased Real Property are adequately maintained and are in good operating condition and repair (ordinary wear and tear expected) for the requirements of any such owned or leased premises or any part thereof in lieu the business of condemnation. The real property leased to the Company or any of its Subsidiaries under the Leases encompasses all real property used by the Company and its Subsidiaries, and neither the Company nor or any of its Subsidiaries owns any real property and does not have any options to purchase real property. The landlord under each of the Leases has performed all initial improvements required to be performed by it under such Lease and all tenant improvements allowances have been paid to the Company or any of its Subsidiaries as tenant under such Lease. All insurance required to be maintained by the Company or any of its Subsidiaries under each of the Leases is in full force and effectcurrently conducted.

Properties. The Company (i) A list and description of all real property owned or one leased by SOFB or a Subsidiary of SOFB is set forth in SOFB’s Disclosure Letter. SOFB and each of its Subsidiaries (i) has good and marketable title to all real property owned by it (including any property acquired in a judicial foreclosure proceeding or by way of a deed in lieu of foreclosure or similar transfer), in each case free and clear of any Liens except (i) liens for taxes not yet due and payable and (ii) such easements, restrictions and encumbrances, if any, as are not material in character, amount or extent, and do not materially detract from the value, or materially interfere with the present use of the properties and assets (A) reflected in the 2007 Balance Sheet as being owned by the Company subject thereto or one affected thereby. Each lease pursuant to which SOFB or any of its Subsidiaries (as lessee, leases real or personal property is valid and in full force and effect and neither SOFB nor any of its Subsidiaries, nor, to SOFB’s knowledge, any other than party to any such properties lease, is in default or assets sold in violation of any material provisions of any such lease. A complete and correct copy of each such lease is attached to SOFB’s Disclosure Letter. All real property owned or disposed leased by SOFB or any of since such date its Subsidiaries are in a good state of maintenance and repair (normal wear and tear excepted), conform in all material respects with all applicable ordinances, regulations and zoning laws and are considered by SOFB to be adequate for the ordinary course current business of business consistent with past practiceSOFB and its Subsidiaries. To the knowledge of SOFB, none of the buildings, structures or other improvements located on any real property owned or leased by SOFB or any of its Subsidiaries encroaches upon or over any adjoining parcel or real estate or any easement or right-of-way. (ii) or (B) acquired after January 31, 2007 which are material SOFB and each of its Subsidiaries has good and marketable title to the Company's business on a consolidated basisall tangible personal property owned by it, free and clear of all Liens except such Liens. Except , if any, as set forth are not material in Section 3.01(l) character, amount or extent, and do not materially detract from the value, or materially interfere with the present use of the Company Disclosure Schedule, properties subject thereto or affected thereby. With respect to personal property used in the Company or one business of SOFB and its Subsidiaries has good and valid leasehold interests in all real property leasesthat is leased rather than owned, subleases and occupancy agreements to which the Company or neither SOFB nor any of its Subsidiaries is a party (the "Leases") and is in sole possession of the properties purported to be leased thereunder. Except as set forth in Section 3.01(l) of the Company Disclosure Schedule, each Lease is in full force and effect and constitutes a legal, valid and binding obligation of, and is legally enforceable against, the respective parties thereto. Except as set forth in Section 3.01(l) of the Company Disclosure Schedule, there is no uncured breach, and no default exists, on the part of landlord under any of the Leases, and the Company has no knowledge of breach or default or any event, condition or state of facts, which with the giving of notice or the passage of time, or both, would constitute a breach or default by the Company or any of its Subsidiaries under any Lease. There is no suit, action, arbitration or other proceeding with respect to the Leases or the premises leased under the Leases. Neither the Company nor or any of its Subsidiaries has received notice and does not otherwise have knowledge of any pending, threatened or contemplated condemnation proceeding affecting any premises owned or leased by the Company or any of its Subsidiaries or any part thereof or of any sale or other disposition terms of any such owned or leased premises or any part thereof in lieu of condemnation. The real property leased to the Company or any of its Subsidiaries under the Leases encompasses all real property used by the Company and its Subsidiaries, and neither the Company nor or any of its Subsidiaries owns any real property and does not have any options to purchase real property. The landlord under each of the Leases has performed all initial improvements required to be performed by it under such Lease and all tenant improvements allowances have been paid to the Company or any of its Subsidiaries as tenant under such Lease. All insurance required to be maintained by the Company or any of its Subsidiaries under each of the Leases is in full force and effectlease.

Properties. The Company (a) Except in any such case as is not, individually or one of its Subsidiaries (i) has good and marketable title to all the properties and assets (A) reflected in the 2007 Balance Sheet as being aggregate, reasonably likely to have a Material Adverse Effect, with respect to the real property owned by the Company or one of its Subsidiaries (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 January 31, 2007 which are material to the Company's business on a consolidated basis, free and clear of all Liens. Except as set forth in Section 3.01(l) of the Company Disclosure ScheduleSubsidiaries, the Company or one of its Subsidiaries has good valid title to such real property, free and valid leasehold interests in clear of any Liens, and there are no outstanding options to purchase real property. (b) The Company has heretofore made available to Parent copies of all real property material leases, subleases and occupancy other agreements to under which the Company or any of its Subsidiaries is a party uses or occupies or has the right to use or occupy, now or in the future, any real property (the "“Real Property Leases"”) (including all modifications, amendments, supplements, waivers and is in sole possession of the properties purported to be leased thereunderside letters thereto). Except as set forth has not had and would not reasonably be expected to have, individually or in Section 3.01(lthe aggregate, a Material Adverse Effect, (i) of the Company Disclosure Schedule, each Real Property Lease is valid, binding and in full force and effect effect; and constitutes a legal, valid and binding obligation of, and is legally enforceable against, (ii) to the respective parties thereto. Except as set forth in Section 3.01(l) knowledge of the Company Disclosure ScheduleCompany, there is no termination event or condition or uncured breach, and no default exists, of a material nature on the part of landlord under any of the Leases, and the Company has no knowledge of breach or default or any eventor, condition or state of factsif applicable, which with the giving of notice or the passage of time, or both, would constitute a breach or default by the Company or any of its Subsidiaries exists under any Real Property Lease. There is no suitThe Company and each of its Subsidiaries has a good and valid leasehold interest in each parcel of real property leased by it free and clear of all Liens, action, arbitration or other proceeding with respect to the Leases or the premises leased under the Leasesexcept for immaterial Liens. Neither the Company nor or any of its Subsidiaries has received written notice and does not otherwise have knowledge of any pending, threatened or contemplated condemnation proceeding affecting any premises owned or leased by and to the knowledge of the Company there is no threatened, condemnation or similar proceeding with respect to any property leased pursuant to any of the Real Property Leases. (c) The Company and its Subsidiaries have good and valid title to their material owned assets and properties, or any part thereof in the case of assets and properties they lease, license, or of any sale have other rights in, good and valid rights by lease, license or other disposition of any such owned or leased premises or any part thereof agreement to use, all material assets and properties (in lieu of condemnation. The real property leased each case, tangible and intangible) necessary to the Company or any of its Subsidiaries under the Leases encompasses all real property used by permit the Company and its SubsidiariesSubsidiaries to conduct their respective businesses as currently conducted, and neither except, in all cases, as would not be reasonably expected to have, individually or in the Company nor or any of its Subsidiaries owns any real property and does not have any options to purchase real property. The landlord under each of the Leases has performed all initial improvements required to be performed by it under such Lease and all tenant improvements allowances have been paid to the Company or any of its Subsidiaries as tenant under such Lease. All insurance required to be maintained by the Company or any of its Subsidiaries under each of the Leases is in full force and effectaggregate, a Material Adverse Effect.

Properties. The Company or one (a) Each of its the Company, the Borrowers ----------- and the Restricted Subsidiaries (ito the knowledge of any Executive Officer in the case of the RCN-BecoCom Group and the Starpower Group so long as they are Restricted Subsidiaries) has good title to, or valid leasehold interests in, all its real and marketable personal property material to its business (including its Mortgaged Properties), except for the exceptions listed in each title insurance policy relating to all such Mortgaged Property minor defects in title that do not interfere with its ability to conduct its business as currently conducted or to utilize such properties for their intended purposes. (b) Each of the properties Company, the Borrowers and assets the Restricted Subsidiaries (A) reflected to the knowledge of any Executive Officer in the 2007 Balance Sheet case of the RCN-BecoCom Group and the Starpower Group so long as being they are Restricted Subsidiaries) owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual property material to its business, and the use thereof by the Company, the Borrowers and the Restricted Subsidiaries (to the knowledge of any Executive Officer in the case of the RCN- BecoCom Group and the Starpower Group so long as they are Restricted Subsidiaries) does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. (c) Schedule 3.05 sets forth the address of each real property having a book value on the Effective Date in excess of $100,000 that is owned by the Company Company, the Borrowers or one of its Subsidiaries (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 January 31, 2007 which are material to the Company's business on a consolidated basis, free and clear of all Liens. Except as set forth in Section 3.01(l) of the Company Disclosure ScheduleGroup Subsidiaries as of the Effective Date after giving effect to the Financing Transactions. (d) As of the Effective Date, neither the Company, the Company or one of its Subsidiaries has good and valid leasehold interests in all real property leases, subleases and occupancy agreements to which the Company or Borrowers nor any of its Subsidiaries is a party (the "Leases") and is in sole possession of the properties purported to be leased thereunder. Except as set forth in Section 3.01(l) of the Company Disclosure Schedule, each Lease is in full force and effect and constitutes a legal, valid and binding obligation of, and is legally enforceable against, the respective parties thereto. Except as set forth in Section 3.01(l) of the Company Disclosure Schedule, there is no uncured breach, and no default exists, on the part of landlord under any of the Leases, and the Company has no knowledge of breach or default or any event, condition or state of facts, which with the giving of notice or the passage of time, or both, would constitute a breach or default by the Company or any of its Subsidiaries under any Lease. There is no suit, action, arbitration or other proceeding with respect to the Leases or the premises leased under the Leases. Neither the Company nor or any of its Group Subsidiaries has received notice and does not otherwise have of, or has knowledge of of, any pending, threatened pending or contemplated condemnation proceeding affecting any premises owned Mortgaged Property or leased by the Company or any of its Subsidiaries or any part thereof or of any sale or other disposition of any such owned or leased premises or any part thereof in lieu of condemnation. The real property leased As of the Effective Date, neither any Mortgaged Property nor any interest therein is subject to the Company any right of first refusal, option or any of its Subsidiaries under the Leases encompasses all real property used by the Company and its Subsidiaries, and neither the Company nor or any of its Subsidiaries owns any real property and does not have any options other contractual right to purchase real property. The landlord under each of the Leases has performed all initial improvements required to be performed by it under such Lease and all tenant improvements allowances have been paid to the Company Mortgaged Property or any of its Subsidiaries as tenant under such Lease. All insurance required to be maintained by the Company or any of its Subsidiaries under each of the Leases is in full force and effectinterest therein.

Properties. The Company or one of its Subsidiaries (a) (i) has good The Company and marketable title to all the properties and assets (A) reflected in the 2007 Balance Sheet as being owned by the Company or one of its Subsidiaries (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 January 31, 2007 which are material to the Company's business on a consolidated basis, free and clear of all Liens. Except as set forth in Section 3.01(l) of the Company Disclosure Schedule, the Company or one 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 all real property leases, subleases and occupancy agreements to which the Company or any of its Subsidiaries is a party has leasehold interests, are free and clear of all Liens, except for Permitted Liens. (the "Leases"b) and is in sole possession of the properties purported to be leased thereunder. Except as set forth in Section 3.01(l5.21(b) of the Company Disclosure ScheduleSchedule sets forth a complete and correct list of all real property and interests in real property, each Lease is in full force and effect and constitutes a legalif any, valid and binding obligation of, and is legally enforceable against, the respective parties thereto. Except as set forth in Section 3.01(l) of the Company Disclosure Schedule, there is no uncured breach, and no default exists, on the part of landlord under any of the Leases, and the Company has no knowledge of breach or default or any event, condition or state of facts, which with the giving of notice or the passage of time, or both, would constitute a breach or default currently owned by the Company or any of its Subsidiaries under any Lease(each, an “Owned Real Property”). There is no suit, action, arbitration or other proceeding with respect to the Leases or the premises leased under the Leases. Neither Section 5.21(b) of the Company nor Disclosure Schedule sets forth (i) a true and complete list of all real property leased, subleased or any of its Subsidiaries has received notice and does not otherwise have knowledge of any pending, threatened or contemplated condemnation proceeding affecting any premises owned or leased occupied by the Company or any of its Subsidiaries or any part thereof or in respect of any sale or other disposition of any such owned or leased premises or any part thereof in lieu of condemnation. The real property leased to which the Company or any of its Subsidiaries under has annual rental obligations of $1,000,000 or more (each, a “Leased Real Property”), (ii) the Leases encompasses all real property used address for each Leased Real Property, (iii) current rent amounts payable by the Company or its Subsidiaries related to such Leased Real Property and its Subsidiaries(iv) a description of the applicable lease, sublease or other agreement therefore and neither any and all amendments, modifications, side letters relating thereto. 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 execution, delivery or performance of this Agreement by the Company nor or any of its Subsidiaries owns any real property and does not have any options to purchase real property. The landlord under each the consummation by the Company of the Leases has performed all initial improvements required to be performed by it under such Lease and all tenant improvements allowances have been paid to transactions contemplated hereby. No interest of the Company or any of its Subsidiaries as tenant under in a Lease Agreement is subject to any Lien, other than Permitted Liens, including any mortgage, pledge, lien, encumbrance, sublease, assignment, license or other agreement granting to any Third Party any interest in such LeaseLease Agreement or any right to the use or Table of Contents occupancy of any Leased Real Property. All insurance The Company and each of its Subsidiaries has performed all material obligations required to be maintained performed by it to date under each Lease Agreement, and there are no outstanding defaults or circumstances which, upon the giving of notice or passage of time or both, would constitute a default or breach by the Company or any of its Subsidiaries or, to the Knowledge of the Company, the other party thereto under any Lease Agreement. (c) With respect to each Leased Real Property, neither the Company nor any of its Subsidiaries has subleased, licensed or otherwise granted anyone a right to use or occupy such Leased Real Property or any portion thereof. The Company and each of its Subsidiaries enjoy peaceful and undisturbed possession of the Leases is in full force Owned Real Property and effectthe Leased Real Property.

Properties. (a) The Company does not own any real property. (b) The Company has disclosed in the Company SEC Documents a list of all material leased or one subleased real property for which the Company or a Subsidiary of its Subsidiaries the Company is a tenant or subtenant (such real property, the “Company Real Property”) to the extent required under SEC rules and regulations. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (i) has good and marketable title to all the properties and assets each lease or sublease or other occupancy agreement (Atogether with any material amendments, each, a “Material Real Property Lease”) reflected in the 2007 Balance Sheet as being owned by the Company or one of its Subsidiaries (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 January 31, 2007 which are material to the Company's business on a consolidated basis, free and clear of all Liens. Except as set forth in Section 3.01(l) of the Company Disclosure Schedule, the Company or one of its Subsidiaries has good and valid leasehold interests in all real property leases, subleases and occupancy agreements to under which the Company or any of its Subsidiaries leases, subleases, or otherwise uses or occupies any such Company Real Property is a party (the "Leases") valid and is in sole possession of the properties purported to be leased thereunder. Except as set forth in Section 3.01(l) of the Company Disclosure Schedule, each Lease is in full force and effect and constitutes a legaleffect, valid and binding obligation of(ii) neither the Company nor any of its Subsidiaries, and is legally enforceable against, nor to the respective parties thereto. Except as set forth in Section 3.01(l) Knowledge of the Company Disclosure Scheduleany other party to a Material Real Property Lease, there is no uncured breachhas violated any provision of, and no default existsor taken or failed to take any act which, on the part of landlord under any of the Leaseswith or without notice, and the Company has no knowledge of breach or default or any event, condition or state of facts, which with the giving of notice or the passage lapse of time, or both, would constitute a breach or default by the Company or any of its Subsidiaries under any Lease. There is no suit, action, arbitration or other proceeding with respect to the Leases or the premises leased under the Leases. Neither provisions of such Material Real Property Lease, and neither the Company nor or any of its Subsidiaries has received or given any notice and does not otherwise have knowledge of in writing that it or a counterparty has breached, violated or defaulted under any pendingMaterial Real Property Lease where such breach, threatened violation or contemplated condemnation proceeding affecting any premises owned or leased by default remains uncured, (iii) neither the Company or nor any of its Subsidiaries has subleased or otherwise granted any part thereof person the right to use or of occupy any sale or other disposition of any such owned or leased premises or any part thereof in lieu of condemnation. The real property leased Company Real Property and (iv) there is no condemnation proceeding pending or, to the Company or any of its Subsidiaries under the Leases encompasses all real property used by the Company and its Subsidiaries, and neither the Company nor or any of its Subsidiaries owns any real property and does not have any options to purchase real property. The landlord under each Knowledge of the Leases Company, threatened as to any Company Real Property nor any casualty which has performed all initial improvements required to be performed by it under such Lease and all tenant improvements allowances have not been paid to the Company or any of its Subsidiaries as tenant under such Lease. All insurance required to be maintained by the Company or any of its Subsidiaries under each of the Leases is in full force and effectfully restored.

Properties. The Company or one of its Subsidiaries (ia) Parent has good and marketable valid title to to, or in the case of leased property and leased tangible assets, a valid leasehold interest in, all the of its real properties and tangible assets (A) reflected in the 2007 Balance Sheet that are necessary for Parent to conduct its businesses as being owned by the Company or one of its Subsidiaries (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 January 31, 2007 which are material to the Company's business on a consolidated basiscurrently conducted, free and clear of all Liens other than Permitted Liens. Except as set forth would not be material to Parent, the tangible personal property currently used in the operation of the business of Parent is in good working order (reasonable wear and tear excepted). (b) Parent has complied with the terms of all leases to which it is a party, and all such leases are in full force and effect, except for any such noncompliance or failure to be in full force and effect that, individually or in the aggregate, is not or would not be material to Parent. Parent enjoys peaceful and undisturbed possession under all such leases, except for any such failure to do so that, individually or in the aggregate, is not or would not be material to Parent. (c) Parent nor any of its Subsidiaries owns or has ever owned any real property, nor is either party to any agreement to purchase or sell any real property. Section 3.01(l5.18(c) of the Company Parent Disclosure Schedule, the Company or one Letter sets forth a list of its Subsidiaries has good and valid leasehold interests in all real property leasescurrently leased, subleases and occupancy agreements to which subleased or licensed by or from the Company Parent or any of its Subsidiaries is a party or otherwise used or occupied by the Parent or any of its Subsidiaries (the "Leases") and is in sole possession “Parent Facilities” ), the name of the properties purported to be leased thereunder. Except as set forth in Section 3.01(l) lessor, licensor, sublessor, master lessor and/or lessee, the date and term of the lease, license, sublease or other occupancy right and each amendment thereto, the size of the premises, the amount and type of any security deposit, letter of credit or similar instrument required and delivered thereunder, all current and future rent (including, without limitation, base rent, additional rent, operating expenses, common area charges, taxes and utility costs) payable thereunder and an estimate of any costs that may be required by Parent or its Subsidiaries to comply with the surrender and restoration provisions of the lease, license, sublease or other occupancy right. Parent has provided the Company Disclosure Schedulewith true, each correct and complete copies of all leases, lease guaranties, licenses, subleases, agreements for the leasing, use or occupancy of, or otherwise granting a right in or relating to the Parent Facilities, including all notices exercising any extension or expansion rights thereunder and amendments, terminations, consents, subordination, non-disturbance and attornment agreements, estoppel certificates and other modifications thereof (the “Parent Lease is Agreements” ). All such Parent Lease Agreements are in full force and effect and constitutes a legal, are valid and binding obligation ofenforceable in accordance with their respective terms. There is not, and is legally enforceable against, the respective parties thereto. Except as set forth in Section 3.01(l) of the Company Disclosure Schedule, there is no uncured breach, and no default exists, on the part of landlord under any of the LeasesParent Lease Agreements, and the Company has no knowledge of breach or any existing default or any event, condition event of default (or state of facts, event which with the giving of notice or the passage lapse of time, or both, would constitute a breach or default by default) of the Company Parent or any of its Subsidiaries under any Lease. There is no suitSubsidiaries, action, arbitration or other proceeding with respect to the Leases or the premises leased under the LeasesParent’s Knowledge, any other party thereto. Neither the Company nor or any The execution and delivery of its Subsidiaries has received notice and does not otherwise have knowledge of any pending, threatened or contemplated condemnation proceeding affecting any premises owned or leased this Agreement by the Company Parent does not, and the consummation of the transactions contemplated hereby will not, result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair the rights of the Parent or any of its Subsidiaries or alter the rights or obligations of the sublessor, lessor or licensor under, or give to others any part thereof rights of termination, amendment, acceleration or cancellation of any sale Parent Lease Agreements, or otherwise adversely affect the continued use and possession of the Parent Facilities for the conduct of business as presently conducted. (d) Section 5.18(d) of the Parent Disclosure Letter sets forth a list of all subleases, licenses or other disposition agreements for the use or occupancy by any other parties of the Parent Facilities (the “Parent Subleased Premises” ), the name of the sublessee, licensee or other occupant, the date and term of the sublease, license or other occupancy right and each amendment thereto, the size of the subleased or licensed premises, the amount and type of any such owned security deposit, letter of credit or leased premises similar instrument required and delivered thereunder and all current and future rent (including, without limitation, base rent, additional rent, operating expenses, common area charges, taxes and utility costs) payable by the sublessee, licensee or any part thereof other occupant thereunder. Parent has provided the Company with true, correct and complete copies of all subleases, licenses, agreements for the subleasing, use or occupancy of, or otherwise granting a right in lieu of condemnation. The real property leased or relating to the Company Parent Subleased Premises, including all notices exercising any extension or expansion rights thereunder and amendments, terminations, consents, subordination, non-disturbance and attornment agreements, estoppel certificates and other modifications thereof (the “Parent Sublease Agreements” ). All such Parent Sublease Agreements are in full force and effect and are valid and enforceable in accordance with their respective terms. There is not, under any Parent Sublease Agreements, any existing default or event of default (or event which with notice or lapse of time, or both, would constitute a default) of the Parent or any of its Subsidiaries, or to the knowledge of Parent, any other party thereto. (e) The Parent and each of its Subsidiaries has performed all of its obligations under any agreements related to the Leases encompasses all termination, release of liability, reduction of liability or mitigation of liability with respect to any Parent Lease Agreement or any other leases of real property used by that are no longer in effect (the Company “Parent Lease Mitigation Agreements” ). (f) The Parent Facilities are in good operating condition and its Subsidiariesrepair. Neither the Parent nor any Subsidiary is required to pay for or perform (or reasonably expects to be required to pay for or perform) any material maintenance, and repair or replacements obligations under any Parent Lease Agreement, including, without limitation, the payment for or performance of any alterations or improvements to cause the Parent Facilities to comply with applicable Law. To the Parent’s Knowledge, the Parent Facilities do not violate any Law relating to such property or operations thereon. Except as set forth on Section 5.18(f) of the Parent Disclosure Letter, neither the Company Parent nor any Subsidiaries is party to any agreement or subject to any claim that may require the payment of any real estate brokerage commissions. Neither the Parent nor any of its Subsidiaries owns owes any real property and commissions or other similar fees with respect to any of the Parent Facilities, Parent Lease Agreements, Parent Sublease Agreements or Parent Lease Mitigation Agreements. (g) This Section 5.18 does not have any options relate to purchase real intellectual property. The landlord under each , which is the subject of the Leases has performed all initial improvements required to be performed by it under such Lease and all tenant improvements allowances have been paid to the Company or any of its Subsidiaries as tenant under such Lease. All insurance required to be maintained by the Company or any of its Subsidiaries under each of the Leases is in full force and effectSection 5.19.

Properties. (a) Section 3.14(a) of the Company Disclosure Letter sets forth, as of the date of this Agreement, a true and complete list of all real property owned by the Company and its Subsidiaries (individually, an “Owned Real Property”). Neither the Company nor any of the Subsidiaries leases, subleases, licenses or occupies any real property, except for the Company’s occupancy of the Owned Real Property. The Company does not sublease or license any portion of the Owned Real Property to any Third Party and no Third Party has any right to use or occupy any portion of the Owned Real Property. (b) The Company has marketable fee title to each Owned Real Property free and clear of all Liens, except for Permitted Liens. Neither the Company nor any Subsidiary has received written or, to the Company’s Knowledge, oral notice from any insurance company that such insurance company will require any alteration to any Owned Real Property for continuance of a policy insuring any Owned Real Property or for the maintenance of any rate with respect thereto (other than any notice of alteration that has been completed). (c) All of the land, buildings, structures and other improvements used by the Company or any Subsidiary in the conduct of its business are included in the Owned Real Property or in benefitting easements. There is no pending or, to the Company’s Knowledge, threatened proceeding regarding condemnation or other eminent domain affecting any Owned Real Property or any sale or other disposition of any Owned Real Property lieu of condemnation. No Owned Real Property has suffered any material damage by fire or other casualty that has not been repaired and restored. (d) The use and occupancy of all Owned Real Property is in compliance in all material respects with all applicable Laws and all applicable insurance requirements, including those pertaining to zoning matters and the Americans with Disabilities Act, and conform to all such applicable Laws on a current basis without reliance in any material respect on any variance or other special limitation or conditional or special use permit. (e) No portion of any Owned Real Property relies on any facility (other than a facility of a public utility or community water and sewer company) not located on such applicable Owned Real Property to fulfill any zoning, building code or other requirement under applicable Law. To the Company’s Knowledge, there is no material defect in any structural component of any improvement on any Owned Real Property or any of its electrical, plumbing or HVAC systems. (f) Company has provided or made available to Parent a true, correct and complete copy of all ALTA land title surveys and all title insurance commitments and policies issued to any Acquired Company that are in Company’s possession or control that cover any Real Property. (g) The Company or one of its Subsidiaries (i) owns and has good and marketable title to all the properties material machinery, equipment and other tangible property and assets (A) reflected as owned in the 2007 Balance Sheet as being owned by the Company or one of its Subsidiaries (other than any such properties or assets sold or disposed of since such date financial statements included in the ordinary course of business consistent with past practice) or (B) acquired after January 31Filed SEC Documents and good leasehold title to all material machinery, 2007 which are material to equipment and other tangible property and assets reflected as leased in the Company's business on a consolidated basisfinancial statements included in the Filed SEC Documents, in each case, free and clear of all Liens other than Permitted Liens. Except as set forth in Section 3.01(l) of the Company Disclosure Schedule, the Company or one of its Subsidiaries has good and valid leasehold interests in all real property leases, subleases and occupancy agreements to which the Company or any of its Subsidiaries is a party (the "Leases") and is in sole possession of the properties purported to be leased thereunder. Except as set forth in Section 3.01(l) of the Company Disclosure Schedule, each Lease is in full force and effect and constitutes a legal, valid and binding obligation of, and is legally enforceable against, the respective parties thereto. Except as set forth in Section 3.01(l) of the Company Disclosure Schedule, there is no uncured breach, and no default exists, on the part of landlord under any of the Leases, and the Company has no knowledge of breach or default or any event, condition or state of facts, which with the giving of notice or the passage of time, or both, would constitute a breach or default by the Company or any of its Subsidiaries under any Lease. There is no suit, action, arbitration or other proceeding with respect to the Leases or the premises leased under the Leases. Neither the Company nor or any of its Subsidiaries has received notice and does not otherwise have knowledge of any pending, threatened or contemplated condemnation proceeding affecting any premises owned or leased by the Company or any of its Subsidiaries or any part thereof or of any sale or other disposition of any such owned or leased premises or any part thereof in lieu of condemnation. The real property leased to the Company or any of its Subsidiaries under the Leases encompasses all real property used by the Company and its Subsidiaries, and neither the Company nor or any of its Subsidiaries owns any real property and does not have any options to purchase real property. The landlord under each of the Leases has performed all initial improvements required to be performed by it under such Lease and all tenant improvements allowances have been paid to the Company or any of its Subsidiaries as tenant under such Lease. All insurance required to be maintained by the Company or any of its Subsidiaries under each of the Leases is in full force and effect.

Properties. The (a) Section 3.13(a) of the Company or one of its Subsidiaries Disclosure Schedule identifies: (i) has good all real properties (by name and marketable title to all the properties and assets (Alocation) reflected in the 2007 Balance Sheet as being owned by the Company or one 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, the Company or its Subsidiaries has good, marketable, and 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, individually or in the aggregate, reasonably be expected to have 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, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (other than e) Neither the Company nor any of its Subsidiaries has received since January 1, 2003 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, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Since January 1, 2003, 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 properties Subsidiaries to the effect that (i) any condemnation or assets sold rezoning proceedings are pending or disposed 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 since 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 date written notice of such a proceeding or violation would not, individually or in the ordinary course aggregate, reasonably be expected to have a Company Material Adverse Effect. (f) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect and except as set forth in Section 3.13(f) of business consistent with past practice) or (B) acquired after January 31the Company Disclosure Schedule, 2007 which are material to the Company's business on ’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 aggregate amount in excess of $500,000 with respect to any individual property, except for the payment by the Company of a consolidated basisdeductible under the applicable insurance policy, free and clear (iv) there is no current renovation or restoration to any Company Real Property the remaining cost of which exceeds $500,000 with respect to any individual property. (g) True and correct copies of the Company Leases and reciprocal easement agreements 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 May 31, 2006, which copy is true and correct in all Liensmaterial respects. Except as set forth in Section 3.01(l3.13(h) of the Company Disclosure Schedule, as of the date hereof, neither the Company or one nor any of its Subsidiaries has good and valid leasehold interests delivered written notice to any tenant under any Company Lease, alleging that such tenant is in all real property leasesdefault thereunder, subleases and occupancy agreements other than with respect to defaults that have been cured or waived or which would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (i) There are no agreements, written or oral, between the Company or any of its Subsidiaries is a party (and any other Person relating to the "Leases") and is in sole possession use or occupancy of the properties purported to be leased thereunderCompany Real Property by a Person other than the Company or any of its Subsidiaries other than the Company Leases. Except as set forth in Section 3.01(l3.13(i) of the Company Disclosure Schedule, each Lease is in full force and effect and constitutes a legal, valid and binding obligation of, and is legally enforceable against, the respective parties thereto. Except as set forth in Section 3.01(l) of the Company Disclosure Scheduledate hereof, there is no uncured breach, and no default exists, on the part of landlord under any of the Leases, and defaults (unless subsequently cured) by the Company has no knowledge of breach or default or any event, condition or state of facts, which with its Subsidiaries have been alleged in writing by the giving of notice or the passage of time, or both, would constitute a breach or default lessees (and received by the Company or any of its Subsidiaries under any Lease. There is no suitSubsidiaries) thereunder that have not been cured in all material respects and, action, arbitration or other proceeding with respect to the Leases or Knowledge of the premises leased under the Leases. Neither Company, neither the Company nor or any of its Subsidiaries has received notice and does not otherwise have knowledge of any pending, threatened or contemplated condemnation proceeding affecting any premises owned or leased by the Company or any of its Subsidiaries or any part thereof or of any sale or other disposition of any such owned or leased premises or any part thereof in lieu of condemnation. The real property leased to the Company or any of its Subsidiaries under the Leases encompasses all real property used by the Company and its Subsidiaries, and neither the Company nor or any of its Subsidiaries owns any real property and does not have any options to purchase real property. The landlord under each of the Leases has performed all initial improvements required to be performed by it under such Lease and all tenant improvements allowances have been paid to the Company or any of its Subsidiaries as tenant under such Lease. All insurance required to be maintained by the Company or any of its Subsidiaries under each of the Leases is in full force and effectdefault under any Company Lease other than such defaults which would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

Properties. The Company or one of its Subsidiaries (i) has good All real and marketable title to all the properties and assets (A) reflected in the 2007 Balance Sheet as being personal property owned by the Company or one any Company Subsidiary or presently used by any of them in its respective business is in good working condition (ordinary wear and tear excepted) and is sufficient to carry on its business in the ordinary course of business consistent with its past practices. Except as Previously Disclosed, the Company and the Company Subsidiaries have good and marketable title free and clear of all Encumbrances to all of the properties and assets, real and personal, which, individually or in the aggregate, are material to the business of the Company and the Company Subsidiaries taken as a whole, and which are reflected on the Company Financial Statements, as of December 31, 2001, or acquired after such date, except (other than any a) liens for current taxes not yet due and payable, (b) such properties imperfections of title, easements and encumbrances, if any, as are not, individually or assets sold in the aggregate, material in character, amount or disposed of since such date extent, and (c) dispositions and encumbrances for adequate consideration in the ordinary course of business consistent with past practice) or (B) acquired after January 31. Except as Previously Disclosed, 2007 all real and personal property which are is material to the Company's business on a consolidated basis, free and clear of all Liens. Except as set forth in Section 3.01(l) of the Company Disclosure Scheduleand the Company Subsidiaries taken as a whole, and which is leased or licensed by the Company or one of its Subsidiaries has good a Company Subsidiary is held pursuant to leases or licenses which are valid and valid leasehold interests enforceable in accordance with their respective terms (including all real property leases, subleases amendments and occupancy agreements modifications thereto); such leases and licenses will not terminate or lapse prior to which the Effective Date; and there exists no default by the Company or any of its Subsidiaries is a party (the "Leases") and is in sole possession of the properties purported to be leased thereunder. Except as set forth in Section 3.01(l) of the Company Disclosure Schedule, each Lease is in full force and effect and constitutes a legal, valid and binding obligation of, and is legally enforceable against, the respective parties thereto. Except as set forth in Section 3.01(l) of the Company Disclosure Schedule, there is no uncured breach, and no default exists, on the part of landlord Subsidiary under any of the Leasessuch lease or license, and the Company nor has no knowledge of breach or default or any eventevent occurred which, condition or state of facts, which with the giving of notice or the passage of time, time or both, would constitute a breach or default thereunder by the Company or any of its Subsidiaries under Company Subsidiary, except as would not have a Material Adverse Effect on the Company. Except as Previously Disclosed, there are no contractual or legal restrictions that preclude or restrict the ability to use any Lease. There is no suit, action, arbitration or other proceeding with respect to the Leases or the premises leased under the Leases. Neither the Company nor or any of its Subsidiaries has received notice and does not otherwise have knowledge of any pending, threatened or contemplated condemnation proceeding affecting any premises real property owned or leased by the Company or any of its Subsidiaries Company Subsidiary for the purposes for which it is currently being used. There are no latent defects or any part thereof or of any sale or other disposition of any such adverse physical conditions affecting the real property, and improvements thereon, owned or leased premises or any part thereof in lieu of condemnation. The real property leased to the Company or any of its Subsidiaries under the Leases encompasses all real property used by the Company and its Subsidiaries, and neither the Company nor or any of its Subsidiaries owns any real property and does not have any options to purchase real property. The landlord under each of the Leases has performed all initial improvements required to be performed by it under such Lease and all tenant improvements allowances have been paid to the Company or any of its Subsidiaries as tenant under such Lease. All insurance required to be maintained by the Company or any of its Subsidiaries under each of Company Subsidiary other than those that would not have a Material Adverse Effect on the Leases is in full force and effectCompany.

Properties. The Neither the Company or one nor any of its Subsidiaries (i) has good and marketable title to all the properties and assets (A) reflected in the 2007 Balance Sheet as being owned by the Company or one of its Subsidiaries (other than owns 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 January 31, 2007 which are material to the Company's business on a consolidated basis, free and clear of all Liensreal property. Except as set forth in Section 3.01(l2.7(a) of the Company Disclosure Schedule, the Company or one Schedule sets forth a list of its Subsidiaries has good and valid leasehold interests in all real property leasescurrently leased, subleases and occupancy agreements to which licensed or subleased by the Company or any of its Subsidiaries is a party or otherwise used or occupied by the Company or any of its Subsidiaries (the "Leases") “Leased Real Property”). The Company has made available to Parent true, correct and complete copies of all Contracts under which the Leased Real Property is in sole possession of the properties purported to be leased thereunder. Except as set forth in Section 3.01(l) of currently leased, licensed, subleased used or occupied by the Company Disclosure Schedule, each or any of its Subsidiaries (“Lease is Documents”). All Lease Documents are in full force and effect and constitutes a legaleffect, are valid and binding obligation ofeffective in accordance with their respective terms, and is legally enforceable against, the respective parties thereto. Except as set forth in Section 3.01(l) of the Company Disclosure Schedule, there is no uncured breachnot, and no default exists, on the part of landlord under any of the LeasesLease Documents, and the Company has no knowledge of breach or any existing breach, default or any event, condition event of default (or state of facts, event which with the giving of notice or the passage lapse of time, or both, would constitute a breach default) by the Company or default by its Subsidiaries or, to the Company’s Knowledge, any third Person under any of the Lease Documents, in each case subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws relating to or affecting the rights and remedies of creditors generally and to general principles of equity. Except as set forth on Section 2.7(a) of the Company Disclosure Schedule, (i) no parties have a sublease to and no parties other than the Company or any of its Subsidiaries under have a right to occupy any Lease. There material Leased Real Property, (ii) the Leased Real Property is no suit, action, arbitration or other proceeding with respect to used only for the Leases or operation of the premises leased under the Leases. Neither the Company nor or any business of its Subsidiaries has received notice and does not otherwise have knowledge of any pending, threatened or contemplated condemnation proceeding affecting any premises owned or leased by the Company or any of its Subsidiaries or any part thereof or of any sale or other disposition of any such owned or leased premises or any part thereof in lieu of condemnation. The real property leased to the Company or any of its Subsidiaries under the Leases encompasses all real property used by the Company and its Subsidiaries, (iii) the Leased Real Property and the physical assets of the Company and the Subsidiaries are, in all material respects, in good condition and repair and regularly maintained in accordance with standard industry practice, (iv) the Leased Real Property is in compliance, in all material respects, with applicable Laws and (v) neither the Company nor or any of its Subsidiaries owns any real property and does not have any options to purchase real property. The landlord under each of the Leases has performed all initial improvements will be required to be performed by it under such Lease and all tenant improvements allowances have been paid to the Company incur any material cost or expense for any restoration or surrender obligations, or any other material costs otherwise qualifying as asset retirement obligations under applicable Law upon the expiration or earlier termination of its Subsidiaries as tenant under such Lease. All insurance required to be maintained by any leases or other occupancy agreements for the Company or any of its Subsidiaries under each of the Leases is in full force and effectLeased Real Property.

Properties. The (a) Neither the Company or one nor any of its Subsidiaries owns any real property. (ib) has good and marketable title to all the properties and assets (A) reflected in the 2007 Balance Sheet as being owned by the Company or one of its Subsidiaries (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 January 31, 2007 which are material to the Company's business on a consolidated basis, free and clear of all Liens. Except as set forth in Section 3.01(l3.11(b) of the Company Disclosure ScheduleLetter sets forth a true, the Company or one correct and complete list of its Subsidiaries has good and valid leasehold interests in all real property leases, subleases and other occupancy agreements arrangements to which the Company or any of its Subsidiaries is a party and each amendment thereto (the "“Real Property Leases") ”). Each premises subject to a Real Property Lease is hereinafter referred to as a “Leased Property.” The Company has made available to Parent a true, correct and is complete copy of each Real Property Lease. Neither the Company nor any of its Subsidiaries has transferred, mortgaged or assigned any interest in sole possession any such Real Property Lease, nor has the Company nor any of its Subsidiaries subleased or otherwise granted rights of use or occupancy of any of the properties purported premises described therein to be leased thereunderany other Person. Except as set forth in Section 3.01(lWith respect to each Real Property Lease: (i) of the Company Disclosure Schedule, each such Real Property Lease is in full force and effect and constitutes a legal, is valid and binding obligation of, and is legally enforceable against, the respective parties thereto. Except as set forth in Section 3.01(l) of the Company Disclosure Schedule, there is no uncured breach, and no default exists, on the part of landlord under any of the Leases, and the Company has no knowledge of breach or default or any event, condition or state of facts, which with the giving of notice or the passage of time, or both, would constitute a breach or default by the Company or any of its Subsidiaries under any Lease. There is no suit, action, arbitration or other proceeding with respect to the Leases or the premises leased under the Leases. Neither the Company nor or any of its Subsidiaries has received notice and does not otherwise have knowledge of any pending, threatened or contemplated condemnation proceeding affecting any premises owned or leased by the Company or any of its Subsidiaries or any part thereof or of any sale or other disposition of any such owned or leased premises or any part thereof in lieu of condemnation. The real property leased to the Company or any of its Subsidiaries under the Leases encompasses all real property used by the Company and its Subsidiaries, as applicable and, to the Knowledge of the Company, each other party thereto and enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, rehabilitation, liquidation, preferential transfer, moratorium and similar Laws now or hereafter affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at equity or law); (ii) neither the Company nor or any of its Subsidiaries owns any real property and does not have any options nor, to purchase real property. The landlord under each the Knowledge of the Leases has performed all initial improvements required Company, any other party to be performed by it such Real Property Lease, is in material breach or violation of, or in material default under, such Real Property Lease; (iii) the Company’s and its Subsidiaries’, as applicable, possession and quiet enjoyment of the Leased Property under such Real Property Lease and all tenant improvements allowances have has not been paid disturbed in any material respect and, to the Knowledge of the Company, there are no disputes with respect to such Real Property Lease; (iv) neither the Company or nor any of its Subsidiaries as tenant owes any brokerage commissions or finder’s fees with respect to such Real Property Lease; (v) to the Knowledge of the Company, no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would result in such a material breach or violation of, or a material default under, such Real Property Lease, or permit the termination, modification or acceleration of rent under such Lease. All insurance required Real Property Lease and (vi) to be maintained by the Knowledge of the Company, there is no pending or threatened condemnation or similar proceeding affecting any Leased Property. (c) Each of the Company or any and its Subsidiaries, in all material respects, (i) has good and valid title to all of its Subsidiaries under each properties, assets and other rights that would not constitute real property (other than Intellectual Property), free and clear of all Encumbrances and (ii) owns, has valid leasehold interests in or valid contractual rights to use, all of the Leases is assets, tangible and intangible (other than Intellectual Property), used by its business free and clear of all Encumbrances, in full force and effecteach case, except for Permitted Encumbrances.

Properties. The (a) Section 4.15(a) of the Company or one Disclosure Letter contains, as of its Subsidiaries (i) has good the date of this Agreement, a true and marketable title to complete list of all the properties real property and assets (A) reflected interests in the 2007 Balance Sheet as being real property owned in fee simple by the Company or one any of its the Company Subsidiaries. Except as had not had, and would not reasonably be expected to have, a Company Material Adverse Effect, the Company and the Company Subsidiaries (have good, valid and marketable title, in fee or valid leasehold, easement or other than any such properties or assets sold or disposed of since such date rights, in the ordinary course of business consistent with past practice) or (B) acquired after January 31, 2007 which are material to the Company's business on a consolidated basiseach case, free and clear of all liens other than Permitted Liens, to the land, buildings, structures and other improvements thereon and fixtures thereto necessary to permit the Company and the Company Subsidiaries to conduct their business as currently conducted. Except as set forth With respect to the real property owned in fee simple by the Company or any of the Company Subsidiaries, the Company or Subsidiary has not leased or otherwise granted to any Person the right to use or occupy real property or any material portion thereof and other than the right of Parent 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. (b) Section 3.01(l4.15(b) of the Company Disclosure ScheduleLetter contains, as of the date of this Agreement, a true and complete list of all real property that is leased, subleased, sub-subleased, or licensed to, or otherwise occupied by, the Company or one and the Company Subsidiaries, as applicable, and sets forth a list of its Subsidiaries has good any and valid leasehold interests in all real property material leases, subleases subleases, sub-subleases, licenses and occupancy agreements purchase options to which the Company or any of its Subsidiaries Company Subsidiary is a party with respect thereto (collectively, the "“Real Estate Leases"”). True and complete copies of all Real Estate Leases (including all modifications, amendments, guaranties, supplements and side letters thereto) and is in sole possession of the properties purported have been made available to be leased thereunder. Except as set forth in Section 3.01(lParent. (c) of the Company Disclosure Schedule, With respect to each Real Estate Lease (i) such Real Estate Lease is in full force and effect and constitutes a legalvalid, valid binding and binding obligation of, and is legally enforceable against, the respective parties thereto. Except as set forth in Section 3.01(l) obligation of the Company Disclosure Scheduleor one of the Company Subsidiaries, there is no uncured breachas the case may be, and, to the Knowledge of the Company, of the other parties thereto, except, in each case, as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Laws affecting creditors’ rights generally and no default existsby general principles of equity; (ii) such Real Estate Lease has not been amended or modified in any material respect except as reflected in the modifications, on amendments, supplements and side letters thereto made available to Parent; (iii) except with respect to any Permitted Liens granted under the part terms of landlord under any of the LeasesReal Estate Leases such Real Estate Lease, and the Company has no knowledge of breach or default or not been assigned in any event, condition or state of facts, which with the giving of notice or the passage of time, or both, would constitute a breach or default manner by the Company or any of its Subsidiaries the applicable Company Subsidiaries, other than, in each case, any matters that, individually or in the aggregate, would not have, a Company Material Adverse Effect; (iv) the Company or Company Subsidiary’s possession and quiet enjoyment of the leased real property under any Lease. There is such Real Estate Lease has not been disturbed, and to the Knowledge of the Company, there are no suit, action, arbitration or other proceeding defaults with respect to such Real Estate Lease, real property or any material portion thereof; and (v) the Leases Company or Company Subsidiary has not subleased, licensed or otherwise granted any Person the premises right to use or occupy such leased under the Leases. property or any material portion thereof. (d) Neither the Company nor or any of its the Company Subsidiaries has received a notice and does not otherwise have knowledge of default under any pending, threatened or contemplated condemnation proceeding affecting any premises owned or leased by Real Estate Lease during the Company or any of its Subsidiaries or any part thereof or of any sale or other disposition of any such owned or leased premises or any part thereof in lieu of condemnation. The real property leased to the Company or any of its Subsidiaries under the Leases encompasses all real property used by the Company and its Subsidiaries, and neither the Company nor or any of its Subsidiaries owns any real property and does not have any options to purchase real property. The landlord under each of the Leases has performed all initial improvements required to be performed by it under such Lease and all tenant improvements allowances have been paid to the Company or any of its Subsidiaries as tenant under such Lease. All insurance required to be maintained by the Company or any of its Subsidiaries under each of the Leases is in full force and effectlast six (6) months which remains uncured.

Properties. The (a) All of the land and buildings currently owned or leased by each Group Company (collectively, the “Real Property”) are listed in Section 5.15(a) of the Seller Disclosure Schedule. Except for the Real Property listed in Section 5.15(a) of the Seller Disclosure Schedule, no Group Company directly or one indirectly owns or leases any other land or building. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, the current use, occupancy and operation of its Subsidiaries the Real Property do not constitute any nonconforming use under any applicable construction, building, zoning, subdivision and other land use and similar Applicable Law. (i) Each Group Company has good valid title to, or in the case of leased property and marketable title to assets has valid leasehold interests in, all the properties material property and assets (Awhether real, personal, tangible or intangible, other than Intellectual Property Rights) actually used by such Group Company, regardless of whether such material property and assets are reflected in on its balance sheet or acquired after the 2007 Balance Sheet as being owned by the Company or one of its Subsidiaries (Date, other than any such properties or assets sold or personal property disposed of since such date in the ordinary course of business consistent with past practicebusiness; and (ii) none of such property or assets is subject to any Lien, except for Permitted Liens. (Bc) acquired after January 31, 2007 which All material leases and sub-leases of the Real Property used by the Group Companies are material to the Company's business on a consolidated basis, free and clear of all Liens. Except as set forth listed in Section 3.01(l5.15(c) of the Company Seller Disclosure Schedule, the Company or one of its Subsidiaries has good and valid leasehold interests in all real property leases, subleases and occupancy agreements to which the Company or any of its Subsidiaries is a party (the "Leases") and is in sole possession of the properties purported to be leased thereunder. Except as set forth in Section 3.01(l) of the Company Disclosure Schedule, each Lease is in full force and effect and constitutes a legal, are valid and binding obligation ofobligations of the relevant Group Companies, and is legally enforceable againstagainst each such Group Company in accordance with their respective terms, the respective parties thereto. Except as set forth subject to applicable bankruptcy, insolvency, similar laws affecting creditors’ rights generally and general principles of equity (whether considered in Section 3.01(lproceedings at law or in equity) and, none of the Company Disclosure ScheduleGroup Companies is in default in any material respect under any such leases or sub-leases and, to the Collective Knowledge of Seller Parties, there is no uncured breach, and no default exists, on the part of landlord does not exist under any of the Leases, and the Company has no knowledge of breach such lease or default or sub-lease any event, condition or state of facts, event which with the giving of notice or the passage lapse of time, time or both, both would constitute a breach or default by the Company or any of its Subsidiaries under any Lease. There is no suit, action, arbitration or other proceeding with respect to the Leases or the premises leased under the Leases. Neither the Company nor or any of its Subsidiaries has received notice and does not otherwise have knowledge of any pending, threatened or contemplated condemnation proceeding affecting any premises owned or leased by the Company or any of its Subsidiaries or any part thereof or of any sale or other disposition of any such owned or leased premises or any part thereof in lieu of condemnation. The real property leased to the Company or any of its Subsidiaries under the Leases encompasses all real property used by the Company and its Subsidiaries, and neither the Company nor or any of its Subsidiaries owns any real property and does not have any options to purchase real property. The landlord under each of the Leases has performed all initial improvements required to be performed by it under such Lease and all tenant improvements allowances have been paid to the Company or any of its Subsidiaries as tenant under such Lease. All insurance required to be maintained by the Company or any of its Subsidiaries under each of the Leases is in full force and effectmaterial default.