Common use of Real Estate Clause in Contracts

Real Estate. (a) Section 3.20(a) of the Disclosure Schedule contains a complete and accurate list of the Leased Real Estate. Neither the Company nor any Subsidiary owns any real estate used in the STB Business or is affiliated with, or has an economic interest in, the other party to any lease or sublease for the Leased Real Estate. All of the terms and conditions of the leases or subleases to the Leased Real Estate are as set forth in the written leases and subleases for the Leased Real Estate made available to Purchaser in the Dataroom (collectively, the “Leases”), without any modification of any kind. Other than the Leases, there are no agreements, leases, tenancies, guaranties, licenses or assignments with respect to any real property or premises which would become an obligation or be binding upon or enforceable against Purchaser after Closing. Neither the Company’s nor any Subsidiary’s possession and quiet enjoyment of the Leased Real Estate has been disturbed and there are no disputes with respect to any Lease. Neither the Company nor any Subsidiary owes, or will owe in the future, any brokerage commissions or finder’s fees with respect to any Lease. Neither the Company nor any Subsidiary has subleased, licensed or otherwise granted any Person the right to use or occupy the Leased Real Estate or any portion thereof or has collaterally assigned or granted any other Encumbrance (other than Permitted Encumbrances) in such Lease or any interest therein. (b) The improvements on the Leased Real Estate are in good operating condition and repair (ordinary wear and tear excepted). No lienable work has been performed by or on behalf of the Company or any Subsidiary on any of the Leased Real Estate for which payment has not been made in full. No improvements on the Leased Real Estate encroach on a Third Party’s real property or on set-back other restricted areas. No improvements on the Leased Real Estate violate any use or occupancy restriction, limitation, condition or covenant of record or any applicable zoning or building Law or public utility or other easement. There are no (i)

Real Estate. (a) Section 3.20(a) of the The Company Disclosure Schedule contains Letter sets forth a complete and accurate correct list of the Leased Real Estate. Neither all real property (including improvements thereon) owned in fee simple by the Company nor or any Subsidiary owns any real estate used in the STB Business or is affiliated with, or has an economic interest in, the other party to any lease or sublease for the Leased Real Estate. All of its subsidiaries as of the terms and conditions date of the leases or subleases to the Leased Real Estate are as set forth in the written leases and subleases for the Leased Real Estate made available to Purchaser in the Dataroom this Agreement (collectively, the “LeasesCompany Owned Real Property”), without any modification . With respect to each such parcel of any kind. Other than the Leases, Company Owned Real Property: (a) there are no leases, subleases, licenses, concessions or other agreements, leaseswritten or oral, tenancies, guaranties, licenses or assignments with respect granting to any real property person the right of use or premises which occupancy of any portion of such parcel, other than (i) the Company Leases, or (ii) any rights of way, utility easements or similar agreements that would become an obligation or not reasonably be binding upon or enforceable against Purchaser after Closing. Neither the Company’s nor any Subsidiary’s possession expected to have a Company Material Adverse Effect; and quiet enjoyment of the Leased Real Estate has been disturbed and (b) there are no disputes with respect outstanding rights of first refusal or options to any Lease. Neither the Company nor any Subsidiary owes, or will owe in the future, any brokerage commissions or finder’s fees with respect to any Lease. Neither the Company nor any Subsidiary has subleased, licensed or otherwise granted any Person the right to use or occupy the Leased Real Estate or any portion thereof or has collaterally assigned or granted any other Encumbrance (other than Permitted Encumbrances) in purchase such Lease or any interest thereinparcel. (b) The improvements on Company Disclosure Letter sets forth a list, which is correct and complete in all material respects, of all of the Leased Real Estate are leases and subleases (the “Company Leases”) and each leased and subleased parcel of real property in good operating condition and repair (ordinary wear and tear excepted). No lienable work has been performed by or on behalf of which the Company or any Subsidiary of its subsidiaries is a tenant, subtenant, landlord or sublandlord as of the date of this Agreement (collectively, the “Company Leased Real Property”), and for each Company Lease indicates: (a) whether or not the consent of and/or notice to the landlord thereunder will be required in connection with the transactions contemplated by this Agreement; (b) its term and any options to extend the term; and (c) the current rent payable (including all occupancy costs other than utilities). The Company (either directly or through a subsidiary) holds a valid and existing leasehold or subleasehold interest or landlord or sublandlord interest (as applicable) in the Company Leased Real Property under each of the Company Leases listed in the Company Disclosure Letter. The Company has made available to Parent true, correct and complete copies of each of the Company Leases, including, without limitation, all amendments, modifications, side agreements, consents, subordination agreements and guarantees. With respect to each Company Lease: (a) the Company Lease is legal, valid, binding, enforceable and in full force and effect; (b) neither the Company (or its applicable subsidiary), nor, to the knowledge of the Company, any other party to the Company Lease, is in any material respect in breach or default under the Company Lease, and no event has occurred that, with notice or lapse of time, would constitute a breach or default in any material respect by the Company (or such subsidiary) or permit termination, modification or acceleration under the Company Lease by any other party thereto; (c) no event has occurred that would constitute or permit termination, modification or acceleration of the Company Lease or trigger liquidated damages; (d) the Company (or its applicable subsidiary) has performed and will continue to perform all of its obligations in all material respects under the Company Lease; (e) the Company has not, and, to the knowledge of the Company, no third party has, repudiated any material provision of the Company Lease; (f) there are no disputes, oral agreements or forbearance programs in effect as to the Company Lease that would be material to the Company; (g) the Company Lease has not been modified in any respect, except to the extent that such modifications are set forth in the documents previously made available to Parent; and (h) the Company has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the Company Lease. (c) The Company Owned Real Property and the Company Leased Real Property are referred to collectively herein as the “Company Real Property.” To the knowledge of the Company, each parcel of Company Real Property is in material compliance with all existing Laws, including, without limitation, (a) the Americans with Disabilities Act, 42 U.S.C. Section 12102 et seq., together with all rules, regulations and official interpretations promulgated pursuant thereto, and (b) all laws with respect to zoning, building, fire, life safety, health codes and sanitation, except where such noncompliance would not reasonably be expected to have a Company Material Adverse Effect. The Company and its subsidiaries have received no notice of, and have no knowledge of, any condition currently or previously existing on the Company Real Property or any portion thereof that may give rise to any violation of, or require any remediation under, any existing Law applicable to the Company Real Property if it were disclosed to the authorities having jurisdiction over such Company Real Property other than those (i) arising in the ordinary course of business or (ii) that would not reasonably be expected to have a Company Material Adverse Effect. (d) The Company has not received written notice of any proceedings in eminent domain, condemnation or other similar proceedings that are pending, and, to the knowledge of the Company, there are no such proceedings threatened, affecting any portion of the Company Real Property, which proceedings would reasonably be expected to have a Company Material Adverse Effect. The Company has not received written notice of the existence of any outstanding writ, injunction, decree, order or judgment or of any pending proceeding, and, to the knowledge of the Company, there is no such writ, injunction, decree, order, judgment or proceeding threatened, relating to the ownership, lease, use, occupancy or operation by any person of the Company Real Property, which writ, injunction, decree, order or judgment would reasonably be expected to have a Company Material Adverse Effect. (e) To the knowledge of the Company, the current use of the Company Real Property does not violate in any material respect any instrument of record or agreement affecting such Company Real Property, and there are no violations of any covenants, conditions, restrictions, easements, agreements or orders of any Governmental Entity having jurisdiction over any of the Leased Company Real Estate for which payment has not been made in full. No improvements on Property that affect such Company Real Property or the Leased Real Estate encroach on a Third Party’s real property or on set-back other restricted areas. No improvements on the Leased Real Estate violate any use or occupancy restrictionthereof other than, limitationin each case, condition those that would not reasonably be expected to have a Company Material Adverse Effect. No damage or covenant destruction has occurred with respect to any of record the Company Real Property that would reasonably be expected to have a Company Material Adverse Effect. (f) There are currently in effect such insurance policies for the Company Real Property as are customarily maintained with respect to similar properties. Correct and complete copies of all insurance policies maintained by the Company and its subsidiaries with respect to the Company Real Property have been made available to Parent. All premiums due on such insurance policies have been paid by the Company, and the Company will maintain such insurance policies from the date hereof through the Effective Time or earlier termination of this Agreement. The Company has not received any notice or request from any insurance company requesting the performance of, any work or alteration with respect to the Company Real Property or any applicable zoning portion thereof. The Company has received no notice from any insurance company concerning, nor does the Company have any knowledge of, any defects or building Law inadequacies in the Company Real Property that, if not corrected, would result in the termination of insurance coverage or public utility would materially increase its cost. (g) All buildings and other improvements included within the Company Real Property (the “Company Improvements”) are, in all material respects, adequate to operate such facilities as currently used, and, to the Company’s knowledge, there are no facts or conditions affecting any of the Company Improvements that would, individually or in the aggregate, interfere in any significant respect with the current use, occupancy or operation thereof, which interference would reasonably be expected to have a Company Material Adverse Effect. With respect to the Company Improvements, the Company has all rights of access that are reasonably necessary for the operation of its business. (h) All required or appropriate certificates of occupancy, permits, licenses, franchises, approvals and authorizations (collectively, the “Company Real Property Permits”) of all Governmental Entities having jurisdiction over the Company Real Property, the absence of which would be reasonably likely to cause a Company store to cease its operations, have been issued to the Company to enable the Company Real Property to be lawfully occupied and used for all of the purposes for which it is currently occupied and used, have been lawfully issued and are, as of the date hereof, in full force and effect. The Company has not received, or been informed by a third party of the receipt by it of, any notice that would be reasonably likely to cause a Company store to cease its operations from any Governmental Entity having jurisdiction over the Company Real Property threatening a suspension, revocation, modification or cancellation of any Company Real Property Permit or requiring any remediation in connection with maintaining any Company Real Property Permit. (i) Neither the Company nor any of its subsidiaries have any liability of any kind (except for liabilities that may arise as a result of indemnification obligations or in respect of environmental matters) related to the closing of any store with respect to which the Company or any of its subsidiaries terminated its leasehold or subleasehold interest which would individually or in the aggregate have a Company Material Adverse Effect. (j) Neither the Company nor any of its subsidiaries is obligated under any option, right of first refusal or other easement. There are no (i)contractual right to purchase, acquire, sell or dispose of the Company Real Property or any portion thereof or interest therein.

Real Estate. (a) Section 3.20(aNeither the Company nor SSI owns, nor has ever owned, any real property. (b) Schedule 3.9(b) lists each property or premises currently leased or subleased by the Company or SSI (each, a “Leased Real Property” and collectively, the “Leased Real Properties”) and the street address and unit number of each Leased Real Property. No leased or subleased property or premises is included in the Transferred Assets. (c) True, correct and complete copies of all leases and amendments thereto with respect to the Leased Real Properties (collectively, the “Lease Documents”) as listed on Schedule 3.9(c) have been made available to Buyers, and there are no other written or oral agreements or amendments thereto, which affect the right of occupancy of the Disclosure Schedule contains a complete Company or SSI in any manner. (d) The Company’s or SSI’s leasehold interests (as applicable) in the Leased Real Properties are free and accurate list clear of all Liens other than Permitted Liens. (e) Neither the Company nor SSI, nor, to the Knowledge of Seller, any other party to the Lease Documents, is in default (after expiration of applicable notice and cure periods) under any of the Lease Documents, and there exist no unsatisfied material monetary obligations or obligations to improve any portion of the Leased Real EstateProperty or install any equipment within the Leased Property on the part of the Company or SSI under any of the Lease Documents. (f) Neither the Company nor SSI has received written notice that any of the Leased Real Properties is subject to any Order to be sold or is being condemned, expropriated or otherwise taken by any public authority with or without payment of compensation therefor and, to the Knowledge of Seller, no such condemnation, expropriation or taking has been proposed or is contemplated. (g) To the Knowledge of Seller, all Taxes (including real and personal property Taxes and assessments and all special assessments, if any) pertaining to the Leased Real Properties have been paid in full on or before the date that such Taxes fall due, and there are no currently existing delinquencies with respect thereto. Neither the Company nor SSI has received any Subsidiary owns any real estate used in the STB Business written notice of proposed local improvement charges or is affiliated with, or has an economic interest in, the other party to any lease or sublease for the Leased Real Estate. All special levies of the terms and conditions of the leases or subleases to the Leased Real Estate are as set forth in the written leases and subleases for the Leased Real Estate made available to Purchaser in the Dataroom (collectively, the “Leases”), without any modification of any kind. Other than the Leases, there are no agreements, leases, tenancies, guaranties, licenses or assignments a material nature with respect to any real property or premises which would become an obligation or be binding upon or enforceable against Purchaser after Closing. Neither the Company’s nor any Subsidiary’s possession and quiet enjoyment of the Leased Real Estate has been disturbed and there are no disputes with respect to any Lease. Neither the Company nor any Subsidiary owes, or will owe in the future, any brokerage commissions or finder’s fees with respect to any Lease. Neither the Company nor any Subsidiary has subleased, licensed or otherwise granted any Person the right to use or occupy the Leased Real Estate or any portion thereof or has collaterally assigned or granted any other Encumbrance (other than Permitted Encumbrances) in such Lease or any interest therein. (b) The improvements on the Leased Real Estate are in good operating condition and repair (ordinary wear and tear excepted). No lienable work has been performed by or on behalf of the Company or any Subsidiary on any of the Leased Real Estate for which payment Properties. (h) Neither the Company nor SSI has not been made in full. No improvements on given any notice of intent to vacate the Leased Real Estate encroach on a Third Party’s real property Property, terminate any of the Lease Documents, or on set-back other restricted areas. No improvements on the Leased Real Estate violate any use or occupancy restriction, limitation, condition or covenant of record or any applicable zoning or building Law or public utility or other easement. There are no (i)similar notice.

Real Estate. (a) Section 3.20(a) of the Disclosure Schedule 2.20 contains a true, correct and complete and accurate list of the address and legal description of all Leased Real EstatePremises. Neither the Company nor any Subsidiary owns The Sellers do not own any real estate used utilized in the STB Business Business. Schedule 2.20 sets forth a true, correct and complete list of all liabilities or is affiliated with, other obligations evidenced or has an economic interest in, secured by liens or encumbrances on the other party to any lease or sublease for the Leased Real Estate. All of the terms and conditions of the leases or subleases applicable land records with respect to the Leased Real Estate are as set forth in the written leases and subleases for the Leased Real Estate made available to Purchaser in the Dataroom Premises (collectively, the “LeasesLease Encumbrances”), without any modification of any kind. Other than the Leases, there are no agreements, leases, tenancies, guaranties, licenses or assignments with respect to any real property or premises which would become an obligation or be binding upon or enforceable against Purchaser after Closing. Neither the Company’s nor any Subsidiary’s possession and quiet enjoyment of the Leased Real Estate has been disturbed and there are no disputes with respect to any Lease. Neither the Company nor any Subsidiary owes, or will owe in the future, any brokerage commissions or finder’s fees with respect to any Lease. Neither the Company nor any Subsidiary has subleased, licensed or otherwise granted any Person the right to use or occupy the Leased Real Estate or any portion thereof or has collaterally assigned or granted any other Encumbrance (other than Permitted Encumbrances) in such Lease or any interest therein. (b) The improvements Sellers have a good and valid leasehold interest in the Leased Premises, free and clear of all Lease Encumbrances, other than as set forth on Schedule 2.20 (the “Permitted Lease Encumbrances”). (c) Other than as set forth on Schedule 2.20, no party has made a written claim to the Sellers for labor performed or materials furnished to or for the benefit of the Leased Premises for all periods prior to the Closing Date, and at the Closing Date any such party providing such labor or materials will have been paid in full. (i) There are no taxes or assessments other than ordinary real estate taxes, and/or special assessments payable in installments, pending or payable against the Leased Premises and there are no contingencies existing under which any assessment for real estate taxes may be retroactively filed against the Leased Premises. (e) The Sellers have no Knowledge from any authority that the Leased Premises do not comply with any applicable building, zoning, subdivision, and all other applicable statutes, laws, codes, ordinances, rules, orders, regulations and decrees (except with respect to any environmental matters or compliance with Environmental Laws, which matters are solely governed by Section 2.22) (collectively, the “Government Regulations”) of any and all authorities. FabriSteel has obtained and provided to Xxxxxxxxx true, correct and complete copies of all consents, permits, registrations, licenses and approvals required by such Government Regulations, such consents, permits, registrations, licenses and approvals are in full force and effect, have been properly and validly issued, and on or prior to the Closing Date will be assigned to Xxxxxxxxx by FabriSteel. There is no uncured breach of any condition or requirement imposed by, or pursuant to, any permit, registration or license issued with respect to the Leased Premises. (f) To Sellers’ Knowledge, the structural components of all of the buildings located on the Leased Real Estate Premises are in good operating sufficient condition and repair to conduct the Business as currently conducted. (ordinary wear and tear exceptedg) To Sellers’ Knowledge, there are no agreements of sale (other than this Agreement). No lienable work has been performed by , options or on behalf other rights of third parties to acquire the Company Leased Premises or any Subsidiary on other agreement that would otherwise prohibit any disposition of the Leased Real Estate Premises. (h) The last paragraph of Section 9 of the Business Property Lease dated March 1, 2001 by and between KASAMA L.L.C. and FabriSteel for the property at 0000 Xxxxxxxxxx Xxxx, Xxxxxxx, Xxxxxxxx 00000 as in effect as of the Closing Date (the “Romulus Lease”), which payment has requires the tenant to “cause an Environmental Site Assessment of the property” prior to the termination of the Romulus Lease in order to provide an assessment “which assessment results “shall [not] differ in any material way from the [prior] Environmental Site Assessment and Subsurface Sampling Report,” does not been made require subsurface sampling or testing in fullthe area of the former fuel oil underground storage tank. No improvements on If the Leased Real Estate encroach on landlord makes a Third Party’s real property claim that the Romulus Lease requires sampling or on settesting in such area, Sellers may, at their sole discretion, defend such claim. If the landlord prevails in such claim, or if Sellers waive or fail to assert such defense or if Sellers consent to such sampling and testing, Xxxxxxxxx may conduct the required sampling and testing at the end of the term of the Romulus Lease, and if such sampling and testing identifies a condition which is a Pre-back other restricted areas. No improvements on Closing Environmental Liability, Sellers shall indemnify, defend and hold harmless the Leased Real Estate violate Xxxxxxxxx Indemnified Parties from and against all Damages resulting from such Pre-Closing Environmental Liability; provided, however, that Seller shall in no event be responsible for the cost of any use or occupancy restriction, limitation, condition or covenant of record or any applicable zoning or building Law or public utility or other easement. There are no (i)such sampling and testing.

Real Estate. (a) Section 3.20(a) of the Disclosure Schedule contains a complete Seller does not and accurate list of the Leased Real Estate. Neither the Company nor any Subsidiary owns has never owned any real estate property used in primarily for the STB Business Business. Schedule 5.15 sets forth a correct and complete list and summary description of all leases, subleases or other Contracts under which Seller is affiliated witha lessor, lessee, sub-lessor, or has an economic interest in, the other party to sub-lessee of or otherwise uses or occupies any lease or sublease real property used primarily for the Leased Real Estate. All of the terms and conditions of the leases or subleases to the Leased Real Estate are as set forth in the written leases and subleases for the Leased Real Estate made available to Purchaser in the Dataroom Business (collectively, the “Real Property Leases”) including the address of each parcel of real property held pursuant to the Real Property Leases (the “Leased Real Property”). True and complete copies of all Real Property Leases and all amendments, without any modification extensions, renewals, guaranties and other agreements with respect thereto have been delivered or made available to Buyer. There are no parties other than Seller or the applicable fee owner of the Leased Real Property that are in possession of any kindLeased Real Property or the improvements thereon or any portion or portions thereof. Other than the LeasesNo Representative or Affiliate of Seller owns directly or indirectly, there any interest in or has any right to occupy or use any Leased Real Property, building or other structure used or occupied by Seller. There are no agreementspending or, leasesto the Seller’s knowledge, tenancies, guaranties, licenses proposed eminent domain or assignments condemnation proceedings with respect to any real property or premises which would become an obligation or be binding upon or enforceable against Purchaser after Closing. Neither the Company’s nor any Subsidiary’s possession and quiet enjoyment of the Leased Real Estate has been disturbed Property by any Governmental Authority. Prior to the Closing Date, Seller shall use commercially reasonable efforts to obtain all required approvals or consents required under each Real Property Lease in connection with Closing hereunder, and there are no disputes with respect the assignment of the Real Property Leases to Buyer at Closing hereunder shall not constitute a default under any Real Property Lease. Neither the Company nor any Subsidiary owes, or will Seller does not owe in the future, any brokerage commissions or finder’s fees with respect to any Real Property Lease and no brokerage commission or finder’s fee will be payable with respect to the exercise of any renewal or extension of the term of any Real Property Lease. Neither the Company nor any Subsidiary has subleasedTo Seller’s knowledge, licensed or otherwise granted any Person the right to use or occupy the each parcel of Leased Real Estate Property and all of the buildings thereon, including the structural components of such buildings (including roofing, walls and floors), fixtures and other material improvements owned or any portion thereof or has collaterally assigned or granted any leased by Seller, and all heating and air conditioning, plumbing, electrical and other Encumbrance (other than Permitted Encumbrances) in such Lease or any interest therein. (b) The improvements on the Leased Real Estate mechanical facilities and equipment, are in good operating condition and repair (subject to ordinary wear and tear exceptedtear). No lienable work has been performed by or on behalf of the Company or any Subsidiary on any of the Leased Real Estate for which payment has not been made in full. No improvements To Seller’s knowledge, all buildings located on the Leased Real Estate encroach on a Third Party’s real property Property are supplied with utilities and other services required by Legal Requirements or on set-back other restricted areasnecessary for the current operation of such facilities, and no written notice has been received by Seller regarding the termination or material impairment of any such service. No improvements on the Each parcel of Leased Real Estate violate any use Property abuts on and has direct vehicular access to a public road, or occupancy restriction, limitation, condition or covenant of record or any applicable zoning or building Law or has legal and practical access to a public utility or other easement. There are no (i)road via an easement benefiting such Leased Real Property.

Real Estate. (a) Section 3.20(aExhibit 2.13 includes a list of all real property leases to which Seller is a party in connection with the Business. Seller has delivered to Buyer correct and complete copies of such leases and all amendments and modifications thereto. With respect to each such lease and except as otherwise set forth in the Disclosure Schedule: (i) Such lease is legal, valid, binding, enforceable and in full force and effect, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and subject, as to enforceability, to general principles of equity. (ii) Such lease will continue to be legal, valid, binding, enforceable and in full force and effect on identical terms following the consummation of the Disclosure Schedule contains a complete transactions contemplated hereby and accurate list no consents are required in connection with Seller’s assignment of the Leased Real Estate. such lease to Buyer. (iii) Neither the Company nor Seller nor, to Seller’s knowledge, any Subsidiary owns any real estate used in the STB Business or is affiliated with, or has an economic interest in, the other party to any the lease is in breach or sublease for the Leased Real Estate. All default, and no event has occurred which, with notice or lapse of the terms and conditions of the leases time, would constitute a breach or subleases default or permit termination, modification or acceleration thereunder. (iv) No party to the Leased Real Estate lease has repudiated any provision thereof. (v) There are no disputes, oral agreements, or forbearance programs in effect as to the lease. (vi) Neither Seller nor, to the knowledge of Seller, the landlord thereunder has assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the leasehold or the underlying fee. (b) Except as set forth in the written leases and subleases for Disclosure Schedule: (i) There are no pending or, to the Leased knowledge of Seller, threatened condemnation, expropriation, eminent domain or other similar proceedings, lawsuits or administrative actions relating to the Owned Real Estate made available to Purchaser in the Dataroom (collectively, the “Leases”), without any modification of any kindEstate. Other than the LeasesTo Seller’s knowledge, there are no pending or threatened condemnation, expropriation, eminent domain or other similar proceedings, lawsuits or administrative actions relating to any leased Facility. (ii) There are no leases, subleases, licenses, concessions or other agreements, leaseswritten or oral, tenancies, guaranties, licenses or assignments with respect granting to any real property party or premises which would become an obligation parties (other than Seller) the right of use or be binding upon occupancy of any portion of any Facility, nor are there otherwise any parties in possession of any Facility other than Seller. (iii) There are no outstanding options or enforceable against Purchaser after Closing. Neither rights of first refusal to purchase or lease the Company’s nor any Subsidiary’s possession and quiet enjoyment of the Leased Owned Real Estate has been disturbed and there are no disputes with respect to or any Lease. Neither the Company nor any Subsidiary owes, or will owe in the future, any brokerage commissions or finder’s fees with respect to any Lease. Neither the Company nor any Subsidiary has subleased, licensed or otherwise granted any Person the right to use or occupy the Leased Real Estate leased Facility or any portion thereof or has collaterally assigned or granted any other Encumbrance (other than Permitted Encumbrances) in such Lease or any interest therein. (biv) The improvements Each Facility abuts on and has direct vehicular access to a public road, or has access to a public road via a permanent, irrevocable, appurtenant easement benefiting the Leased Real Estate parcel, and access to the property is provided by paved, gravel, dirt or other improved public right-of-way with adequate curb cuts available. (v) To the knowledge of Seller, there are in good operating condition and repair (ordinary wear and tear excepted). No lienable work has been performed by no Liens or on behalf other title, zoning or survey defects, except for Permitted Liens, that would materially interfere with the use of the Company Owned Real Property or any Subsidiary on any Facilities by Buyer after Closing in accordance with the past practice of the Leased Real Estate for which payment Business. (c) Seller has not been made in full. No improvements delivered to Buyer true and correct copies of the title commitments, title exception documents and surveys listed on the Leased Real Estate encroach on a Third Party’s real property or on set-back other restricted areas. No improvements on the Leased Real Estate violate any use or occupancy restriction, limitation, condition or covenant of record or any applicable zoning or building Law or public utility or other easement. There are no (i)Exhibit 10.7.

Real Estate. (a1) Section 3.20(a3.3(w) of the Disclosure Schedule contains a true, correct and complete list of all street addresses and accurate legal descriptions of the Owned Real Estate. The Company holds fee simple title to the Owned Real Estate, subject only to Permitted Liens. The Owned Real Estate is not subject to any leases or tenancies of any kind. The Owned Real Estate constitutes all real property and improvements owned by the Company and used in the conduct of the Business. Upon the Closing, the Company will be vested with valid title to the Owned Real Estate. (2) Section 3.3(w) of the Disclosure Schedule contains a true and complete list of all street addresses of the Leased Real Estate. Neither All Leased Real Estate is leased to the Company nor any Subsidiary owns any real estate used pursuant to written leases, complete and accurate copies of which have been previously delivered to Purchaser, and all of which are in full force and effect without modification (written or oral) except as set forth on Section 3.3(w) of the Disclosure Schedule. The Company has a valid leasehold interest in the STB Business or is affiliated withLeased Real Estate, or has an economic interest infree and clear of all Liens, except for Permitted Liens. Upon the Closing, the other party to any lease or sublease for Company will be vested with a valid leasehold interest in the Leased Real Estate. All of To the terms and conditions of the leases or subleases to Sellers’ knowledge, the Leased Real Estate are as set forth in the written is not subject to any leases and subleases for the Leased Real Estate made available to Purchaser in the Dataroom (collectively, the “Leases”), without any modification or tenancies of any kind. Other than the Leases, there are no agreements, leases, tenancies, guaranties, licenses or assignments with respect to any real property or premises which would become an obligation or be binding upon or enforceable against Purchaser after Closing. Neither except for the Company’s nor leases. All options in favor of the Company to purchase any Subsidiary’s possession and quiet enjoyment of the Leased Real Estate, if any, are set forth in Section 3.3(w) of the Disclosure Schedule and are in full force and effect. The Leased Real Estate has been disturbed constitutes all real property and there are no disputes with respect to any Leaseimprovements leased by the Company and used in the conduct of the Business. Neither the Company nor any Subsidiary owesnor, or will owe to Sellers’ knowledge, the applicable lessor, is in material default in the futureperformance, observance or fulfillment of any brokerage commissions obligation, covenant or finder’s fees condition contained in any Leased Real Estate lease. (3) The Real Estate is, in all material respects, used in a manner which is consistent with respect and permitted by applicable zoning ordinances and other laws or regulations without special use approvals or permits, and is served by all water, sewer, electrical, telephone, drainage and other utilities required for normal operations of the Business as it is presently conducted. Except as set forth on Section 3.3(w) of the Disclosure Schedule, (A) to the knowledge of Sellers, the Real Estate is not located within any flood plain, flood area, wetlands or conservation area or subject to any Lease. Neither similar type of restriction for which any permits or licenses necessary to the use thereof by the Company nor have not been obtained, (B) the Company has not entered into any Subsidiary has subleased, licensed leases or otherwise granted subleases granting any Person the right to use or occupy any portion of the Real Estate, (C) the Company is not a party to any agreements pursuant to which it has granted rights of first refusal, purchase options, rights of first offer and the like with respect to any portion of the Owned Real Estate, (D) all water, gas, electrical, steam, compressed air, telecommunication, sanitary and storm sewage lines and other utilities and systems serving the Owned Real Estate are sufficient for the operation of the Business as currently conducted thereon, (E) all Real Estate has reasonable access to public roads and utilities and (F) the Company possesses all material Permits which are required in order for the Company to conduct the present operations conduct by the Company at the Real Estate. (4) There are no challenges or appeals pending regarding the amount of the real estate Taxes on, or the assessed valuation of, the Owned Real Estate or to Sellers’ knowledge, the Leased Real Estate, and no special arrangements or agreements exist with any governmental authority with respect thereto with respect to the Owned Real Estate or any portion thereof or has collaterally assigned or granted any other Encumbrance (other than Permitted Encumbrances) in such Lease or any interest therein. (b) The improvements on to Sellers’ knowledge, the Leased Real Estate are in good operating condition and repair (ordinary wear and tear excepted). No lienable work has been performed by or on behalf of the Company or any Subsidiary on any of the Leased Real Estate for which payment has not been made in full. No improvements on the Leased Real Estate encroach on a Third Party’s real property or on set-back other restricted areas. No improvements on the Leased Real Estate violate any use or occupancy restriction, limitation, condition or covenant of record or any applicable zoning or building Law or public utility or other easementEstate. There are no condemnation proceedings pending, or to Sellers’ knowledge, threatened with respect to any portion of the Owned Real Estate or to Sellers’ knowledge, the Leased Real Estate. There is no tax assessment (i)other than the normal, annual general real estate tax assessment) pending, or to Sellers’ knowledge, threatened with respect to any portion of the Owned Real Estate or to Sellers’ knowledge, the Leased Real Estate.

Real Estate. (a) Section 3.20(a4.16(a) of the FTC Disclosure Schedule contains sets forth, as of the date hereof, a complete and accurate list of all real property in which FTC or any of the FTC Subsidiaries hold an ownership interest (other than real property acquired through foreclosure or by deed in lieu thereof) (the “FTC Owned Real Property”) and all real property leases (including addresses) to which FTC or any of the FTC Subsidiaries is a party (whether as a (sub)lessor, (sub)lessee, guarantor or otherwise) (the “FTC Leases”; all real property in which FTC or any of the FTC Subsidiaries hold a leasehold interest, whether as lessee or sublessee, the “FTC Leased Real Property”; the FTC Leased Real Property and the FTC Owned Real Property, collectively, the “FTC Real Estate”). Neither Except for the Company FTC Owned Real Property and the FTC Leases, as of the date hereof, neither FTC nor any Subsidiary of the FTC Subsidiaries owns any material interest (fee, leasehold or otherwise) in any real estate used property (other than real property acquired in the STB Business ordinary course of business through foreclosure proceedings or is affiliated withthrough deed in lieu of foreclosure) and neither FTC nor any of the FTC Subsidiaries has entered into any material leases, arrangements, license or has an economic interest inother agreements relating to the use, occupancy, sale, option, disposition or alienation of all or any portion of the FTC Owned Real Property. (b) Except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on FTC, all FTC Leases are in full force and effect and are binding and enforceable against FTC or a FTC Subsidiary, and to the knowledge of FTC, the other party parties thereto, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium or other similar laws affecting or relating to any lease creditors’ rights generally and general principles of equity, regardless of whether asserted in a proceeding in equity or sublease for the Leased Real Estateat law. All True, correct and complete copies of the terms and conditions of the leases all such FTC Leases, as amended or subleases modified prior to the Leased Real Estate are as set forth in the written leases and subleases for the Leased Real Estate date hereof, have been provided or made available to Purchaser BancPlus or its advisors. (c) Except as would not reasonably be expected to have, either individually or in the Dataroom aggregate, a Material Adverse Effect on FTC, FTC and the FTC Subsidiaries own good and marketable title to the FTC Owned Real Property, free and clear of any Liens, claims, equitable interests, options, mortgages, rights of first refusal, rights of first offer, encroachments, easements or restrictions of any kind, other than (i) Liens for Taxes not yet due and payable (or being contested in good faith and for which adequate reserves have been established in accordance with GAAP); (ii) mechanics’, carriers’, workers’, repairers’ and similar statutory Liens arising or incurred in the ordinary course of business for amounts which are not delinquent and which are not, individually or in the aggregate, material; (iii) encroachments, easements or reservations thereof, rights of way, highway and railroad crossings, sewers, electric and other utility lines, telegraph and telephone lines, zoning, building code and other covenants, conditions and restrictions as to the use of such property that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on FTC and (iv) imperfections or irregularities of title or other Liens that do not materially affect the value or use of the properties or assets subject thereto or affected {JX489484.11} PD.35183901.7 thereby or otherwise materially impair business operations at such properties (collectively, the “LeasesPermitted Liens”). (d) Except as provided in Section 4.16(d) of the FTC Disclosure Schedule or except as would not reasonably be expected to have, without either individually or in the aggregate, a Material Adverse Effect on FTC, to the knowledge of FTC, (i) FTC and the FTC Subsidiaries are entitled to and have exclusive possession of the FTC Leased Real Property, (ii) the FTC Real Estate is not subject to any modification other legally binding lease, tenancy or license or any legally binding agreement to grant any such lease, tenancy or license that materially interferes with FTC’s or any of the FTC Subsidiaries’ use of the FTC Real Estate, (iii) there is no person in possession or occupation of, or who has any kind. Other current right to possession or occupation of, the FTC Real Estate other than FTC and the LeasesFTC Subsidiaries, and (iv) there are no agreementseasements of any kind in respect of the FTC Real Estate materially and adversely affecting the rights of FTC and the FTC Subsidiaries to use the FTC Real Estate for the conduct of its business other than Permitted Liens. (e) With respect to the FTC Real Estate, leasesexcept as provided in Section 4.16(e) of the FTC Disclosure Schedule or as would not reasonably be expected to have, tenancieseither individually or in the aggregate, guaranties, licenses or assignments a Material Adverse Effect on FTC: (i) FTC and its Subsidiaries are not in default under the terms of the FTC Leases with respect to the FTC Leased Real Property; (ii) to the knowledge of FTC, the lessor of any real property or premises which would become an obligation or be binding upon or enforceable against Purchaser after Closing. Neither the Company’s nor FTC Leased Real Property is not in default under any Subsidiary’s possession and quiet enjoyment of the Leased terms of the FTC Leases; (iii) to the knowledge of FTC, (A) there is no condemnation, zoning or other land use regulation proceeding, either instituted or planned to be instituted, that would adversely affect the use and operation of the FTC Real Estate has been disturbed as currently being used and operated by FTC and its Subsidiaries, and (B) there are no disputes with respect to any Lease. Neither special assessment proceedings affecting the Company nor any Subsidiary owes, or will owe in the future, any brokerage commissions or finder’s fees with respect to any Lease. Neither the Company nor any Subsidiary has subleased, licensed or otherwise granted any Person the right to use or occupy the Leased FTC Real Estate that, if a special assessment ultimately were imposed pursuant to such proceedings, would materially increase the cost of using and operating the FTC Real Estate as currently being used and operated by FTC and its Subsidiaries; (iv) to the knowledge of FTC, none of the FTC Real Estate is located in (A) any special flood hazard area or zone on any official flood hazard map published by the United States Department of Housing and Urban Development (except as may pertain to possible 100-year flood plain status) or (B) any wetland area on any official wetland inventory map published by the United States Department of the Interior or any portion thereof applicable state agency; and (v) to the knowledge of FTC, all existing water, drainage, sewage and utility facilities relating to the FTC Real Estate are adequate for FTC’s and its Subsidiaries’ existing use and operation of the FTC Real Estate and all such facilities enter the FTC Real Estate directly from public rights-of-way or has collaterally assigned or granted any other Encumbrance (other than Permitted Encumbrances) in such Lease or any interest thereinpublic facilities. (bf) The improvements on To the Leased knowledge of FTC, the FTC Real Estate are in good operating condition and repair (ordinary wear and tear excepted). No lienable work has been performed by or on behalf of is zoned for the Company or any Subsidiary on any of the Leased Real Estate purposes for which payment has it is being used by FTC and its Subsidiaries, except as would not been made reasonably be expected to have, either individually or in fullthe aggregate, a Material Adverse Effect on FTC. No improvements on the Leased Real Estate encroach on a Third Party’s real property or on set-back other restricted areas. No improvements on the Leased Real Estate violate any use or occupancy restriction, limitation, condition or covenant of record or any applicable zoning or building Law or public utility or other easement. There are no (i){JX489484.11} PD.35183901.7

Real Estate. Upon request by the Required Lenders or the Agent, the Company covenants and agrees, within ten (a10) Section 3.20(a) days after receiving such request, to grant to the Agent, for the ratable benefit of the Disclosure Schedule contains a complete Lenders and accurate list of the Leased Real Estate. Neither Agent, as security for the Company nor any Subsidiary owns any Obligations, security interests and liens on all real estate used in the STB Business or is affiliated withand improvements, or has an economic interest inincluding all fixtures, the other party to any lease or sublease for the Leased Real Estate. All of the terms equipment, furnishings, systems, and conditions of the leases or subleases to the Leased Real Estate are as set forth in the written leases and subleases for the Leased Real Estate made available to Purchaser in the Dataroom related property located thereon (collectively, the “Leases”)"Real Estate") now owned or hereafter acquired and owned by the Company for a period of 90 consecutive days, without including all proceeds thereof, pursuant to real estate mortgages or deeds of trust in form and substance satisfactory to the Required Lenders in all respects duly executed, acknowledged and delivered to the Agent in recordable form. Upon request by the Required Lenders, the Company covenants and agrees, within ten (10) days after receiving such request, to grant to the Agent, for the ratable benefit of the Lenders and the Agent, security interests and liens in and to all of the Company's right, title and interest in any modification Real Estate as a lessee thereof pursuant to leasehold mortgages or deeds of trust in form and substance satisfactory to the Required Lenders in all respects duly executed, acknowledged and delivered to the Agent in recordable form. The Company further covenants and agrees to provide to the Agent at or prior to the execution and delivery of any kind. Other than real estate mortgages or deeds of trust or leasehold mortgages or deeds of trust, at the LeasesCompany's expense: (i) evidence satisfactory to the Required Lenders showing, in the case of owned Real Estate, that such Real Estate is owned in fee simple by the Company free and clear of all liens, encumbrances and exceptions which are not acceptable to the Agent or the Required Lenders, and in the case of leased Real Estate, showing the Company's leasehold interest therein; and (ii) a Phase I environmental assessment (and where reasonably deemed appropriate by the Required Lenders based upon information disclosed in such assessment, a Phase II environmental assessment) prepared by a registered engineer or environmental consultant acceptable to the Agent and the Required Lenders confirming there are no agreements, leases, tenancies, guaranties, licenses or assignments material environmental problems associated with respect to any real property or premises which would become an obligation or be binding upon or enforceable against Purchaser after Closing. Neither the Company’s nor any Subsidiary’s possession and quiet enjoyment of the Leased such Real Estate has been disturbed and there are no disputes with respect to any Lease. Neither the Company nor any Subsidiary owes, or will owe in the future, any brokerage commissions or finder’s fees with respect to any Lease. Neither the Company nor any Subsidiary has subleased, licensed or otherwise granted any Person the right to use or occupy the Leased Real Estate or any portion thereof or has collaterally assigned or granted any other Encumbrance (other than Permitted Encumbrances) in such Lease or any interest thereinEstate. (b) The improvements on the Leased Real Estate are in good operating condition and repair (ordinary wear and tear excepted). No lienable work has been performed by or on behalf of the Company or any Subsidiary on any of the Leased Real Estate for which payment has not been made in full. No improvements on the Leased Real Estate encroach on a Third Party’s real property or on set-back other restricted areas. No improvements on the Leased Real Estate violate any use or occupancy restriction, limitation, condition or covenant of record or any applicable zoning or building Law or public utility or other easement. There are no (i)

Real Estate. (a) The Company does not own and has never owned any real property. Section 3.20(a) 4.10 of the Disclosure Schedule contains sets forth a complete true and accurate list of all real property leased, subleased or occupied by the Company (collectively with any improvements thereon, the “Leased Real Estate. Neither the Company nor any Subsidiary owns any real estate used in the STB Business or is affiliated withProperty”) and all leases, subleases, or has an economic interest in, other occupancy governing the other party to any lease or sublease for the Leased Real Estate. All of the terms Company’s rights and conditions of the leases or subleases to the Leased Real Estate are as set forth in the written leases and subleases for the Leased Real Estate made available to Purchaser in the Dataroom obligations thereto (collectively, the “Leases”)) and with respect to each such Leased Real Property, without the name of the lessor, the date and term of the Lease and each amendment thereto, the size of the leased premises, the current aggregate annual base rental payable thereunder, any modification extension and expansion options thereof, security deposit, and current estimated maintenance and like charges thereunder. The Company has delivered to the Buyer complete and accurate copies of the Leases. The Company does not occupy any kind. Other space other than the LeasesLeased Premises. With respect to each Leased Real Property: (i) such Lease is legal, valid, binding, enforceable and in full force and effect against the Company, in accordance with the terms thereof and, to the Company’s Knowledge, against each other party thereto, in each case, subject to Enforceability Exceptions; (ii) such Lease will continue to be legal, valid, binding, enforceable and in full force and effect against the Company, and, to the Company’s Knowledge, against each other party thereto, immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing, subject to Enforceability Exceptions; (iii) the Company or, to the Knowledge of the Company, any other party, is not in breach or violation of, or default under, any such Lease; (iv) to the Company’s Knowledge, there are no agreementsdisputes, leasesoral agreements or forbearance programs in effect as to such Leased Real Property; (v) the Company has not assigned, tenanciestransferred, guarantiesconveyed, licenses mortgaged, deeded in trust or assignments with respect to encumbered any real property interest in the leasehold or premises which would become an obligation or be binding upon or enforceable against Purchaser after Closing. Neither the Company’s nor any Subsidiary’s possession and quiet enjoyment of sub-leasehold; (vi) the Leased Real Estate has been disturbed Property are supplied with utilities and there are no disputes with respect to any Lease. Neither other services adequate for the operation of said facilities; and (vii) the Company nor is not obligated to pay any Subsidiary owes, leasing or will owe in the future, any brokerage commissions or finder’s fees with respect commission relating to any Lease. Neither the Company nor any Subsidiary has subleased, licensed or otherwise granted any Person the right to use or occupy the such Leased Real Estate Property and will not have any obligation to pay any leasing or any portion thereof or has collaterally assigned or granted any other Encumbrance (other than Permitted Encumbrances) in such Lease or any interest therein. (b) The improvements on brokerage commission upon the Leased Real Estate are in good operating condition and repair (ordinary wear and tear excepted). No lienable work has been performed by or on behalf renewal of the Company or any Subsidiary on any of the Leased Real Estate for which payment has not been made in full. No improvements on the Leased Real Estate encroach on a Third Party’s real property or on set-back other restricted areas. No improvements on the Leased Real Estate violate any use or occupancy restriction, limitation, condition or covenant of record or any applicable zoning or building Law or public utility or other easement. There are no (i)Lease.

Real Estate. (a) Section 3.20(aAll leases for real property (each a “Lease” and collectively, “Leases”) to which Target or its Subsidiaries is a party are in full force and effect and are binding and enforceable against the lessors, except as such enforceability may be limited by bankruptcy, insolvency, moratorium or other similar Laws affecting or relating to creditors’ rights generally and general principles of the Disclosure Schedule contains equity, regardless of whether asserted in a complete proceeding in equity or at Law. True and accurate list correct copies of the Leased Real Estateall such Leases, as amended or modified, have been delivered to Acquiror or its advisors (or have been made available in a data room for review by Acquiror or its advisors). Neither the Company nor any Subsidiary owns any real estate used in the STB Business or is affiliated with, or has an economic interest in, the other party to any lease or sublease for the Leased Real Estate. All of the terms and conditions of the leases or subleases to the Leased Real Estate are Except as set forth in on Section 3.14 of the written leases and subleases for the Leased Real Estate made available to Purchaser in the Dataroom (collectivelyTarget Disclosure Schedule, the “Leases”), without any modification of any kind. Other than the Leases, there are no agreements, leases, tenancies, guaranties, licenses or assignments with respect to neither Target nor its Subsidiaries own any real property or premises which would become an obligation or be binding upon or enforceable against Purchaser after Closing. Neither the Company’s nor any Subsidiary’s possession and quiet enjoyment of the Leased Real Estate has been disturbed and there are no disputes with respect to any Lease. Neither the Company nor any Subsidiary owes, or will owe in the future, any brokerage commissions or finder’s fees with respect to any Lease. Neither the Company nor any Subsidiary has subleased, licensed or otherwise granted any Person the right to use or occupy the Leased Real Estate or any portion thereof or has collaterally assigned or granted any other Encumbrance (other than Permitted Encumbrances) in such Lease or any interest thereinproperty. (b) The improvements To the knowledge of Target, (i) Target and its Subsidiaries are entitled to and have exclusive possession of the real estate subject to the Leases (the “Real Estate”), (ii) the Real Estate is not subject to any other legally binding lease, tenancy or license or any legally binding agreement to grant any such lease, tenancy or license that materially interferes with Target’s use of the Real Estate, (iii) there is no person in possession or occupation of, or who has any current right to possession or occupation of, the Real Estate other than Target and its Subsidiaries, and (iv) there are no easements of any kind in respect of the Real Estate materially and adversely affecting the rights of Target or its Subsidiaries to use the Real Estate for the conduct of the Target Business. (c) With respect to the Real Estate: (i) Target and its Subsidiaries are not in material default under the terms of the Leases; (ii) to the knowledge of Target, the lessor is not in material default under any of the terms of the Leases; (iii) to the knowledge of Target, (A) there is no condemnation, zoning or other land use regulation proceeding, either instituted, or planned to be instituted, that would materially affect the use and operation of the Real Estate as currently being used and operated by Target, and (B) there are no special assessment proceedings affecting the Real Estate; (iv) to the knowledge of Target, none of the Real Estate is located in (A) any special flood hazard area or zone on any official flood hazard map published by the Leased United States Department of Housing and Urban Development (except as may pertain to possible 100-year flood plain status) or (B) any wetland area on any official wetland inventory map published by the United States Department of the Interior or any applicable state agency; and (v) to the knowledge of Target, all existing water, drainage, sewage and utility facilities relating to the Real Estate are in good operating condition adequate for Target’s existing use and repair (ordinary wear and tear excepted). No lienable work has been performed by or on behalf operation of the Company or any Subsidiary on any of the Leased Real Estate and all such facilities enter the Real Estate directly from public rights-of-way or other public facilities. (d) To the knowledge of Target, the Real Estate is zoned for the purposes for which payment has not been made in full. No improvements on the Leased Real Estate encroach on a Third Party’s real property or on set-back other restricted areas. No improvements on the Leased Real Estate violate any use or occupancy restriction, limitation, condition or covenant of record or any applicable zoning or building Law or public utility or other easement. There are no (i)it is being used by Target and its Subsidiaries.

Real Estate. (a) Section 3.20(aSchedule 3.9(a) lists each real property, together with all buildings, structures, improvements and fixtures located thereon, and all easements and other rights and interests appurtenant thereto, owned by any Group Company (each, an “Owned Real Property”). With respect to each Owned Real Property: (i) the applicable Group Company has good and marketable indefeasible fee simple title to such Owned Real Property, free and clear of all Liens, except Permitted Liens, (B) the Disclosure Schedule contains applicable Group Company has not leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof; (C) there are no outstanding options, rights of first offer or rights of first refusal to purchase such Owned Real Property or any portion thereof or interest therein. No Group Company is a complete and accurate list of the Leased Real Estate. Neither the Company nor any Subsidiary owns any real estate used in the STB Business or is affiliated with, or has an economic interest in, the other party to any lease agreement or sublease for the option to purchase any real property or interest therein. (b) Schedule 3.9(b) lists each real property leased, subleased, licensed or otherwise used or occupied by any Group Company (each, a “Leased Real Estate. All Property” and collectively, the “Leased Real Properties”), and sets forth the name of the terms and conditions landlord, the name of the leases or subleases entity holding such leasehold interest and the location of each Leased Real Property. (c) True, correct and complete copies of all leases, amendments, extensions, guaranties and other modifications thereto with respect to the Leased Real Estate are as set forth in the written leases Properties (individually, a “Lease” and subleases for the Leased Real Estate made available to Purchaser in the Dataroom (collectively, the “Leases”) have been made available to Parent. Schedule 3.9(b) sets forth a true, correct and complete list of all Leases, including the date and name of the parties to each Lease. (d) The leasehold interests of the Group Companies, the Leased Real Properties, and the Owned Real Property constitute all of the real property owned, leased, occupied or otherwise utilized in connection with the business of the Group Companies. (e) Except as set forth on Schedule 3.9(e), without any modification of any kind. Other than the Leases, there are no agreements, leases, tenancies, guaranties, licenses or assignments with respect to any real property or premises which would become an obligation or be binding upon or enforceable against Purchaser after Closing. Neither the Company’s nor any Subsidiary’s possession and quiet enjoyment each of the Leased Real Estate Property: (i) the Lease for such Leased Real Property 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 subject to bankruptcy, insolvency, reorganization, moratorium or similar Laws of general applicability relating to or affecting creditors’ rights and to general principles of equity; (ii) no Group Company is in material breach of or default under such Lease, and, to the Knowledge of the Company, the other party to each Lease is not in material breach of or default under such Lease, and no event has been disturbed and there are occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute a material breach or default under such Lease on the part of the applicable Group Company; (iii) no disputes security deposit or portion thereof deposited with respect to any such Lease has been applied in respect of a breach or default thereunder which has not been replenished to the extent required under such Lease. Neither the ; (iv) no Group Company nor any Subsidiary owes, or will owe in the future, owes any brokerage commissions or finder’s fees with respect to any such Lease. Neither the ; (v) no Group Company nor any Subsidiary has subleased, licensed or otherwise granted any Person the right to use or occupy the Leased Real Estate Property (or any portion thereof or thereof) that is the subject matter of such Lease; (vi) no Group Company has collaterally assigned or granted any other Encumbrance (other than Permitted Encumbrances) security interest in such Lease Leased Real Property or any interest therein. ; and (bvii) The improvements on the Leased Real Estate are in good operating condition no Group Company’s possession and repair (ordinary wear and tear excepted). No lienable work has been performed by or on behalf of the Company or any Subsidiary on any quiet enjoyment of the Leased Real Estate for which payment Property under such Lease has not been made in full. No improvements on disturbed, and to the Leased Real Estate encroach on a Third Party’s real property or on set-back other restricted areas. No improvements on Knowledge of the Leased Real Estate violate any use or occupancy restrictionCompany, limitation, condition or covenant of record or any applicable zoning or building Law or public utility or other easement. There there are no (i)disputes with respect to such Lease.

Real Estate. (a) The Schedules with reference to this Section 3.20(a) list all real estate, real estate options and leaseholds owned or held by PCI or any Subsidiary. Except for matters that individually and in the aggregate will not have a material adverse effect on the business, financial condition, results of operations, liabilities or assets of PCI and its Subsidiaries, taken as a whole, and that will not impair PCI's or the Disclosure Schedule contains Subsidiaries' ability to perform, in any material respect, its or their obligations under this Agreement or any other document or instrument to which PCI or a complete and accurate list Subsidiary is a party in connection with the transactions contemplated herein, or as set forth on the Schedules with reference to this Section, there are no title defects, issues of the Leased Real Estate. Neither the Company nor any Subsidiary owns validity or enforceability, deficiencies in rights of possession or use or similar matters relating to or affecting any real estate used owned or leased, or which is subject to an option to buy, sell or lease, of or by PCI or any Subsidiary. Except for Permitted Liens (as defined herein), for matters that individually and in the STB Business aggregate will not have a material adverse effect on the business, financial condition, results of operations, liabilities or assets of PCI and its Subsidiaries, taken as a whole, and that will not impair PCI's or the Subsidiaries' ability to perform, in any material respect, its or their obligations under this Agreement or any other document or instrument to which PCI or a Subsidiary is affiliated witha party in connection with the transactions contemplated herein, or has an economic interest in, the other party to any lease or sublease for the Leased Real Estate. All of the terms and conditions of the leases or subleases to the Leased Real Estate are as set forth in the written leases Schedules with reference to this Section, PCI or a Subsidiary, as the case may be, has good and subleases for marketable title in fee simple to all real estate owned by it and good leasehold interests in all of its leaseholds, none of which interests will be materially and adversely affected by the Leased Real Estate made available transactions contemplated hereby, and each lease with an initial term of more than one year is, to Purchaser in the Dataroom (collectivelyknowledge of PCI and its Subsidiaries, the “Leases”), without any modification of any kind. Other than the Leases, there are no agreements, leases, tenancies, guaranties, licenses or assignments with respect to any real property or premises which would become an obligation or be binding upon or enforceable against Purchaser after Closing. Neither the Company’s nor any lessor thereunder and PCI or its Subsidiary’s , as the case may be, enjoys quiet possession and quiet enjoyment of the Leased Real Estate has been disturbed and there are no disputes with respect to any Lease. Neither the Company nor any Subsidiary owes, or will owe in the future, any brokerage commissions or finder’s fees with respect to any Lease. Neither the Company nor any Subsidiary has subleased, licensed or otherwise granted any Person the right to use or occupy the Leased Real Estate or any portion thereof or has collaterally assigned or granted any other Encumbrance (other than Permitted Encumbrances) in such Lease or any interest thereinall leaseholds. (b) The improvements on the Leased Real Estate are in good operating condition and repair (ordinary wear and tear excepted). No lienable work has been performed by or on behalf of the Company or any Subsidiary on any of the Leased Real Estate for which payment has not been made in full. No improvements on the Leased Real Estate encroach on a Third Party’s real property or on set-back other restricted areas. No improvements on the Leased Real Estate violate any use or occupancy restriction, limitation, condition or covenant of record or any applicable zoning or building Law or public utility or other easement. There are no (i)

Real Estate. (a) Section 3.20(a) Neither the Company nor any of its Subsidiaries owns any real estate, or has the Disclosure Schedule contains a complete and accurate list of option to acquire any real estate (the Leased “Real Estate”). Neither the Company nor any Subsidiary owns of its Subsidiaries leases any real estate used other than the premises identified in the STB Business or is affiliated with, or has an economic interest in, Company Disclosure Schedule as being so leased (the other party to any lease or sublease for the “Leased Real EstatePremises”). All of the terms and conditions of the leases or subleases The Leased Premises are leased to the Leased Real Estate are as set forth in the Company or its Subsidiaries, pursuant to written leases leases, true, correct and subleases for the Leased Real Estate complete copies, including all amendments thereto, of which have been made available to Purchaser in Buyer or its counsel. None of the Dataroom (collectivelyimprovements comprising the Leased Premises, or the “Leases”)businesses conducted by the Company or its Subsidiaries thereon, without any modification of any kind. Other than the Leasesare, there are no agreements, leases, tenancies, guaranties, licenses or assignments with respect to any real property or premises which would become an obligation or be binding upon or enforceable against Purchaser after Closing. Neither the Company’s nor knowledge, in violation of any Subsidiary’s possession and quiet enjoyment of the Leased Real Estate has been disturbed and there are no disputes with respect to any Lease. Neither the Company nor any Subsidiary owes, building line or will owe in the future, any brokerage commissions or finder’s fees with respect to any Lease. Neither the Company nor any Subsidiary has subleased, licensed or otherwise granted any Person the right to use or occupy the Leased Real Estate or any portion thereof or has collaterally assigned or granted any other Encumbrance (other than Permitted Encumbrances) in such Lease or any interest therein. (b) The improvements on the Leased Real Estate are in good operating condition and repair (ordinary wear and tear excepted). No lienable work has been performed by or on behalf of the Company or any Subsidiary on any of the Leased Real Estate for which payment has not been made in full. No improvements on the Leased Real Estate encroach on a Third Party’s real property or on set-back other restricted areas. No improvements on the Leased Real Estate violate any use or occupancy restriction, limitation, condition or covenant of record or any applicable zoning or building Law law, code or ordinance, public utility or other easementeasements or other applicable law, except for violations which do not have a Company Material Adverse Effect. There As of the date hereof, to the Company’s knowledge, no material expenditures are required to be made by the Company or any of its Subsidiaries for the repair or maintenance of any improvements on the Leased Premises which exceed, in the aggregate, $500,000 per year other than routine repairs and maintenance in the ordinary course of business. The Company or its Subsidiaries have valid leasehold interests in the Leased Premises, which leasehold interests are free and clear of all liens, mortgages, pledges, security interests, subleases or levies other than liens for taxes, assessments and other governmental charges which are not yet due and payable and liens which do not interfere with the Company’s ability to operate its business as currently conducted. Neither the Company nor its Subsidiaries are in default under any material agreement relating to the Leased Premises nor, to the knowledge of the Company, is any other party thereto in default thereunder. (b) As of the date hereof, there are no condemnation proceedings pending against the Company or, to the Company’s knowledge, threatened with respect to any portion of the Leased Premises. (i)c) As of the date hereof, to the Company’s knowledge, the buildings and other facilities located on the Leased Premises are free of any material latent structural or engineering defects or any material patent structural or engineering defects.

Real Estate. (a) Section 3.20(a) None of the Disclosure Schedule contains a complete and accurate list Companies currently owns, nor has any of the Leased Real Estate. Neither the Company nor any Subsidiary owns Companies ever owned, any real estate property or any interest therein and the Leased Premises is the only real property used in connection with the STB Business or is affiliated with, or has an economic interest in, the other party to any lease or sublease for the Leased Real Estate. All operations of the terms Companies. A true and conditions complete copy of the leases each lease (including any amendments, restatements, modifications, supplements or subleases other revisions thereto, if any) with respect to the Leased Real Estate are as set forth in the written leases and subleases for the Leased Real Estate made available to Purchaser in the Dataroom Premises (collectively, the “"Leased Premises Leases”)") has heretofore been delivered to Purchaser. Each Leased Premises Lease is valid, binding and enforceable in accordance with its terms and is in full force and effect. The leasehold estate created by each Leased Premises Lease is free and clear of all Liens. There are no existing defaults by the Companies under any of the Leased Premises Leases. No event has occurred that (whether with or without notice, lapse of time or the happening or occurrence of any other event) would constitute a default under any Leased Premises Lease. None of the Companies, the Transferred Sub or Seller has received notice, or has any other any reason to believe, that any lessor under any Leased Premises Lease will not consent (where such consent is necessary) to the consummation of the transactions contemplated hereby without requiring any modification of the rights or obligations of the lessee thereunder. (b) Except as set forth on Schedule 3.15(b), neither Seller nor any kind. Other than of his Affiliates own any real property or interest therein (including, without limitation, any option or other right or obligation to purchase any real property or any interest therein) which is contiguous to, adjacent to, or otherwise located within a five (5) mile radius of any boundary of the LeasesLeased Premises. (c) With respect to each parcel of the Leased Premises, (i) there are no pending or, to the knowledge of the Companies or Seller, threatened condemnation proceedings, suits or administrative actions relating to any such parcel or other matters affecting adversely the current use, occupancy or value thereof, (ii) neither the Companies nor Seller have entered into any outstanding contract for construction on any such parcel, (iii) no materials have been furnished and no services have been rendered with respect to any such parcel or any portion thereof which might give rise to mechanic's, materialman's or other liens against such property or any portion thereof, (iv) all improvements, buildings and systems on any such parcel are structurally sound with no known defects and are in the same condition and repair as the Companies have historically maintained in their operations, are adequate for the uses to which they are being put and are safe for their current occupancy and use, (v) except as set forth on Schedule 3.25, there are no agreementsContracts to which any of the Companies or the Transferred Sub are a party relating to service, leasesmanagement or similar matters which affect any such parcel, tenancies(vi) without qualification with respect to the Atlanta Properties and to the knowledge of the Companies and Seller with respect to the Leased Premises other than the Atlanta Properties, guarantiesthe buildings and improvements located on each such parcel are located within the boundary lines of such parcel and are not in violation of applicable setback requirements, local comprehensive plan provisions, zoning laws and ordinances (and no such parcel or buildings or improvements thereon are subject to "permitted non-conforming use" or "permitted non-conforming structure" classifications), building code requirements, permits, licenses or assignments other forms of approval, regulation or restrictions by any Governmental Authority, and do not encroach on any easement which may burden the land, (vii) the land does not serve any adjoining property for any purpose inconsistent with respect the use of the land, (viii) no such parcel is located within any flood plain or subject to any real property similar type restriction for which any permits or premises which would become an obligation licenses necessary to the use thereof have not been obtained, (ix) all facilities located on each such parcel have received all approvals of Governmental Authorities (including licenses and permits) required in connection with the ownership, operation or be binding upon use thereof and have been operated and maintained in accordance with applicable laws, ordinances, rules and regulations, (x) there are no Contracts granting to any party or enforceable against Purchaser after Closing. Neither parties the Company’s nor right of use or occupancy of any Subsidiary’s possession and quiet enjoyment of the Leased Real Estate has been disturbed such parcel, and there are no disputes parties (other than the Companies) in possession of any such parcel, (xi) without qualification with respect to any Lease. Neither the Company nor any Subsidiary owes, or will owe in Atlanta Properties and to the future, any brokerage commissions or finder’s fees knowledge of the Companies and Seller with respect to any Lease. Neither the Company nor any Subsidiary has subleased, licensed or otherwise granted any Person the right to use or occupy the Leased Real Estate Premises other than the Atlanta Properties, there are no outstanding options or rights of first refusal or similar rights to purchase any such parcel or any portion thereof or has collaterally assigned interest therein and (xii) all facilities located on each such parcel are supplied with utilities and other services necessary for their ownership, operation or granted any other Encumbrance (other than Permitted Encumbrances) use, all of which services are adequate in accordance with all applicable laws, ordinances, rules and regulations, and are provided via public roads or via permanent, irrevocable, appurtenant easements benefiting each such Lease or any interest thereinparcel. (b) The improvements on the Leased Real Estate are in good operating condition and repair (ordinary wear and tear excepted). No lienable work has been performed by or on behalf of the Company or any Subsidiary on any of the Leased Real Estate for which payment has not been made in full. No improvements on the Leased Real Estate encroach on a Third Party’s real property or on set-back other restricted areas. No improvements on the Leased Real Estate violate any use or occupancy restriction, limitation, condition or covenant of record or any applicable zoning or building Law or public utility or other easement. There are no (i)

Real Estate. (a) Section 3.20(a) 4.15 of the Company Disclosure Schedule contains a complete and accurate list sets forth all of the Leased Real Estatereal property owned or leased by the Company, and all of its patented and unpatented mining claims. Neither the Company nor any Subsidiary owns any real estate used in the STB Business or is affiliated with, or has an economic interest in, the other party to any lease or sublease for the Leased Real Estate. All of the terms and conditions of the leases or subleases to the Leased Real Estate are Except as set forth in such Schedule, with respect to each item of real property set forth in (or required to be set forth in) in Section 4.15 of the written leases Company Disclosure Schedule, the Company (i) owns fee simple title to all of the owned real property set forth thereon, (ii) owns good and subleases for marketable title to all of the Leased Real Estate made available patented mining claims set forth thereon, and (iii) owns and possesses in compliance with all applicable Laws, subject to Purchaser the paramount title in the Dataroom United States, all of the unpatented mining claims set forth thereon (collectivelythe “Company Owned Properties”) and has valid leasehold interests in all of its leased real property set forth in (or required to be set forth in) Section 4.15 of the Company Disclosure Schedule (the “Company Leased Premises,” and together with the Company Owned Properties, the “LeasesCompany Properties”), without in each case free and clear of all Liens. Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, (a) all leases under which the Company leases any modification real property (the “Real Property Leases”) are valid and in full force and effect and constitute binding obligations of the Company and the counterparties thereto, in accordance with their respective terms, (b) there is not any kindexisting default by the Company under any of the Real Property Leases that would give the lessor under such Real Property Lease the right to terminate such Real Property Lease or amend or modify such Real Property Lease in a manner adverse to the Company, and (c) no event has occurred which, after notice or lapse of time or both, would constitute a default by the Company under any Real Property Lease where such default if uncured would give the lessor under such Real Property Lease the right to terminate such Real Property Lease or amend or modify such Real Property Lease in a manner adverse to the Company. Other than Attached to Section 4.15 of the Company Disclosure Schedule are true and complete copies of all Real Property Leases, there are no agreementsand, leases, tenancies, guaranties, licenses or assignments with respect to any real property or premises which would become an obligation or be binding upon or enforceable against Purchaser after Closing. Neither the Company’s nor any Subsidiary’s possession and quiet enjoyment of the Leased Real Estate has been disturbed and there are no disputes with respect to any Lease. Neither the Company nor any Subsidiary owesOwned Properties, or will owe in the futuretrue and complete copies of all deeds, any brokerage commissions or finder’s fees with respect to any Lease. Neither the Company nor any Subsidiary has subleasedtitle insurance policies, licensed or otherwise granted any Person the right to use or occupy the Leased Real Estate or any portion thereof or has collaterally assigned or granted any other Encumbrance (other than Permitted Encumbrances) in such Lease or any interest thereinsurveys, and similar documents. (b) The improvements on the Leased Real Estate are in good operating condition and repair (ordinary wear and tear excepted). No lienable work has been performed by or on behalf of the Company or any Subsidiary on any of the Leased Real Estate for which payment has not been made in full. No improvements on the Leased Real Estate encroach on a Third Party’s real property or on set-back other restricted areas. No improvements on the Leased Real Estate violate any use or occupancy restriction, limitation, condition or covenant of record or any applicable zoning or building Law or public utility or other easement. There are no (i)

Real Estate. (a) Section 3.20(aThe Company does not own, nor has ever owned, any real property and has no obligation to acquire any real property. (b) of the Disclosure Schedule 3.18(b) contains a true and complete and accurate list of all street addresses of the Leased Real Estate. Neither the Company nor any Subsidiary owns any real estate used The Leased Real Estate is in the STB Business or is affiliated with, or has an economic interest in, condition required of such property during the other party to any lease or sublease for the Leased Real Estate. All term of the terms applicable Real Property Lease and conditions upon the expiration thereof and no material repairs or alterations are required to be made upon termination of the leases or subleases to a Real Property Lease as a result of any existing condition of the Leased Real Estate are as set forth in thereunder. The Company is not a lessor, a sublessor or a grantor under any written or oral lease, sublease, consent, license or other Contract granting any other Person any right to the written leases and subleases for the Leased Real Estate made available to Purchaser in the Dataroom (collectivelypossession, the “Leases”)use, without any modification of any kind. Other than the Leases, there are no agreements, leases, tenancies, guaranties, licenses occupancy or assignments with respect to any real property or premises which would become an obligation or be binding upon or enforceable against Purchaser after Closing. Neither the Company’s nor any Subsidiary’s possession and quiet enjoyment of the Leased Real Estate has been disturbed and there are under any Real Property Lease. There is no disputes with respect material defect in the improvements to any Lease. Neither Leased Real Estate, the Company nor any Subsidiary owesstructural elements thereof, or will owe in the futuremechanical systems therein, any brokerage commissions or finder’s fees with respect to any Lease. Neither the Company nor any Subsidiary has subleased, licensed or otherwise granted any Person the right to use or occupy the utility systems serving such Leased Real Estate or any portion the roofs thereof or has collaterally assigned or granted any other Encumbrance (other than Permitted Encumbrances) in and such Lease or any interest therein. (b) The improvements on the Leased Real Estate are and systems are, as a whole, in good operating condition and repair (ordinary wear and tear excepted). No lienable work has been performed by or on behalf ) and adequate for the conduct of the Company or any Subsidiary on any business currently conducted by the Company. The Company’s possession and quiet enjoyment of the Leased Real Estate for which payment has not been made disturbed, and there are no disputes or default with respect to any Real Property Lease. There are no notices, negotiations or proceedings pending in fullrelation to rent reviews under any Real Property Lease nor is any rent liable at the date of this Agreement to be reviewed and time is not expressly or impliedly of the essence in respect of any steps to be taken in the Leased Real Estate conduct of rent reviews. No The actual use of the Leased Real Estate is permitted by applicable Law. (c) The Leased Real Estate is used in a manner consistent with and permitted by applicable zoning ordinances and other Laws or regulations without special use approvals or Governmental Authorizations, and is served by all water, sewer, electrical, telephone, drainage and other utilities required for normal operations of the business of the Company. (d) There are no condemnation proceedings pending or, to the Company’s Knowledge, threatened in writing with respect to any portion of the Leased Real Estate. (e) At all times since the Company has occupied the Leased Real Estate or any part or parts of it, the Company has not carried out any alterations at the Leased Real Estate property or at any of the buildings comprising all or part of the Leased Real Estate, except where consent has been obtained by the relevant landlord for such alterations. (f) Each parcel of Leased Real Estate has direct access to a public street adjoining the Leased Real Estate, and such access is not dependent on any real property interest that is not included in the Leased Real Estate. To the Company’s Knowledge, none of the improvements situated on the Leased Real Estate encroach are dependent for its access, use, or operation on a Third Party’s any real property interest that is not included in the Leased Real Property. To the Company’s Knowledge, all water, oil, gas, electrical, telecommunications, sewer, storm and waste water systems and other utility services or on set-back other restricted areas. No improvements on systems for the Leased Real Estate violate any have been installed and are operational and sufficient for the operation of the business currently conducted by the Company thereon, and all hook-up fees or other similar fees or charges have been paid in full. To the Company’s Knowledge, no such utility service is dependent for its access, use or occupancy restriction, limitation, condition or covenant of record or operation on any applicable zoning or building Law or public utility or other easement. There are no (i)real property interest which is not included in the Leased Real Estate.

Real Estate. (a) Section 3.20(a) None of the Disclosure Schedule contains a complete and accurate list of the Leased Real Estate. Neither the Company nor any Subsidiary owns Selling Entities own any real estate used in the STB Business or is affiliated withestate, or has an economic interest in, the other party option to any lease or sublease for the Leased Real Estate. All of the terms and conditions of the leases or subleases to the Leased Real Estate are as set forth in the written leases and subleases for the Leased Real Estate made available to Purchaser in the Dataroom (collectively, the “Leases”), without any modification of any kind. Other than the Leases, there are no agreements, leases, tenancies, guaranties, licenses or assignments with respect to acquire any real property or premises which would become an obligation or be binding upon or enforceable against Purchaser after Closing. Neither the Company’s nor any Subsidiary’s possession and quiet enjoyment of the Leased Real Estate has been disturbed and there are no disputes with respect to any Lease. Neither the Company nor any Subsidiary owes, or will owe in the future, any brokerage commissions or finder’s fees with respect to any Lease. Neither the Company nor any Subsidiary has subleased, licensed or otherwise granted any Person the right to use or occupy the Leased Real Estate or any portion thereof or has collaterally assigned or granted any other Encumbrance (other than Permitted Encumbrances) in such Lease or any interest thereinestate. (b) None of the Selling Entities lease any real estate other than the premises identified in the Disclosure Statement as being so leased (the "Leased Premises"). The Leased Premises are leased to one of the Selling Entities pursuant to written leases, true, correct and complete copies of which are attached to the Disclosure Statement. None of the improvements on comprising the Leased Real Estate Premises, or the businesses conducted or proposed to be conducted by the Selling Entities thereon, are in good operating condition and repair (ordinary wear and tear excepted). No lienable work has been performed by violation of any building line or on behalf of the Company or any Subsidiary on any of the Leased Real Estate for which payment has not been made in full. No improvements on the Leased Real Estate encroach on a Third Party’s real property or on set-back other restricted areas. No improvements on the Leased Real Estate violate any use or occupancy restriction, limitation, condition or covenant of record or any applicable zoning or building Law law, code or ordinance, public utility or other easementeasements or other applicable law, except for violations which do not have a material adverse effect upon or materially interfere with the conduct of the Business. No material expenditures are required to be made for the repair or maintenance of any improvements on the Leased Premises or for the Leased Premises to be used for its intended purpose. None of the Selling Entities are in default under any agreement relating to the Leased Premises nor, to the best knowledge of Sellers, is any other party thereto in default thereunder. (c) The Leased Premises and each facility located on the Leased Premises are currently served by gas, electricity, water, sewage and waste disposal and other utilities adequate to operate such Leased Premises in accordance with the operations that have been historically conducted thereon and, to Sellers' knowledge, none of the utility companies serving any such Leased Premises has threatened any of the Sellers with any reduction in service. All of said utilities are installed and operating on the Leased Premises and all installation and connection charges have been paid for in full. (d) No Seller or Governmental Authority has asserted any challenges or appeals regarding the amount of the taxes on, or the assessed valuation of, the Leased Premises, and no Seller has any special arrangements or agreements exist with any governmental authority with respect thereto (the representations and warranties contained in this Section 5.15(e) shall not be deemed to be breached by any prospective general increase in real estate tax rates). (e) There are no condemnation proceedings pending or, to the best of Sellers' knowledge, threatened with respect to any portion of the Leased Premises. (i)f) There is no tax assessment (in addition to the normal, annual general real estate tax assessment, including, ad valorem property taxes imposed upon the real and personal property owned by the Sellers for 1997) pending or, to the best of Sellers' knowledge, threatened with respect to any portion of the Leased Premises to the extent the Selling Entities are liable for payment therefor. (g) The buildings and other facilities located on the Leased Premises are free of any latent structural or engineering defects known to Sellers or any patent structural or engineering defects.

Real Estate. (a) Section 3.20(a) 4.15 of the Company Disclosure Schedule contains sets forth a true, correct, and complete and accurate list of all of the real property owned or leased by the Company and its Subsidiaries, and all of their patented and unpatented mining claims. The Company or one or more of its Subsidiaries has good and marketable fee simple title to all of its owned real property disclosed in Section 4.15 of the Company Disclosure Schedule (the “Company Owned Properties”), and the Company and each of its Subsidiaries has a valid and subsisting leasehold estate in all of its leased real property disclosed in Section 4.15 of the Company Disclosure Schedule (the “Company Leased Real EstatePremises,” and together with the Company Owned Properties, the “Company Properties”), in each case free and clear of all Liens other than Permitted Liens. Neither the Company nor any Subsidiary owns of its Subsidiaries (i) currently lease all or any real estate used in the STB Business or is affiliated with, or has an economic interest in, the other party to any lease or sublease for the Leased Real Estate. All part of the terms Company Owned Properties or (ii) has received written notice of any pending, and conditions to the Knowledge of the leases or subleases to the Leased Real Estate are as set forth in the written leases and subleases for the Leased Real Estate made available to Purchaser in the Dataroom (collectivelyCompany there is no threatened, the “Leases”), without any modification of any kind. Other than the Leases, there are no agreements, leases, tenancies, guaranties, licenses or assignments condemnation proceeding with respect to any real property of the Company Owned Properties. With respect to the Company Leased Premises, (a) all leases under which the Company or premises which one of its Subsidiaries leases any Company Leased Premises (the “Real Property Leases”) are valid and in full force and effect and constitute binding obligations of the Company or one of its Subsidiaries and the counterparties thereto, in accordance with their respective terms, (b) there is not any existing default by the Company or any of its Subsidiaries under any of the Real Property Leases that would become an obligation give the lessor under such Real Property Lease the right to terminate such Real Property Lease or be binding upon amend or enforceable against Purchaser after Closing. Neither modify such Real Property Lease in a manner adverse to the Company’s , and (c) neither the Company nor any Subsidiary’s possession and quiet enjoyment of its Subsidiaries nor, to the Knowledge of the Leased Company, any third party, has violated any provision of, or committed or failed to perform any act which, with or without notice, lapse of time or both would constitute a default under the provisions of, any Real Estate has been disturbed and there are no disputes with respect to any Property Lease. Neither the Company nor any Subsidiary owesof its Subsidiaries has assigned, or will owe in the futurepledged, any brokerage commissions or finder’s fees with respect to any Lease. Neither the Company nor any Subsidiary has subleasedmortgaged, licensed hypothecated or otherwise granted transferred any Person the right to use or occupy the Leased Real Estate or any portion thereof or Property Lease nor has collaterally assigned or granted any other Encumbrance (other than Permitted Encumbrances) in such Lease or any interest therein. (b) The improvements on the Leased Real Estate are in good operating condition and repair (ordinary wear and tear excepted). No lienable work has been performed by or on behalf of the Company or any of its Subsidiaries entered into with any other Person (other than another wholly-owned Subsidiary on any of the Leased Real Estate for which payment has not been made in full. No improvements on Company) any sublease, license or other agreement that is material to the Leased Real Estate encroach on Company and its Subsidiaries, taken as a Third Party’s real property or on set-back other restricted areas. No improvements on whole, and that relates to the Leased Real Estate violate any use or occupancy restriction, limitation, condition or covenant of record all or any applicable zoning portion of the Company Leased Premises. True, correct, and complete copies of all Real Property Leases, and, with respect to the Company Owned Properties, true, correct, and complete copies of all deeds, title insurance policies, and surveys have been delivered or building Law or public utility or other easement. There are no (i)otherwise made available to Parent by the Company.

Real Estate. (a) The Owned Real Property is the only owned real property used exclusively in the conduct of the Business. Set forth on Section 3.20(a4.11(a) of the Disclosure Schedule contains is a complete and accurate list of the all Leased Real Estate. Neither the Company nor Property. (b) Set forth on Schedule 2.1(d) is each lease pursuant to which Seller or any Acquired Subsidiary owns leases any real estate Leased Real Property used in the STB Business or is affiliated with, or has an economic interest in, the other party to any lease or sublease for the Leased Real Estate. All conduct of the terms and conditions of the leases or subleases to the Leased Business (each, a “Real Estate are as set forth in the written leases and subleases for the Leased Real Estate made available to Purchaser in the Dataroom (Property Lease” and, collectively, the “Real Property Leases”). Seller has provided to Buyer a true, without any modification correct and complete copy of any kindeach such lease. Other than Each Real Property Lease is a valid and binding obligation of Seller or the Leasesrespective Acquired Subsidiary, there are no agreements, leases, tenancies, guaranties, licenses or assignments with respect to any real property or premises which would become an obligation or be binding upon or enforceable against Purchaser after ClosingSeller or the respective Acquired Subsidiary in accordance with its terms except as such enforceability may be limited by (i) applicable insolvency, bankruptcy, reorganization, moratorium or other similar laws affecting creditors’ rights generally, and (ii) applicable equitable principles (whether considered in a proceeding at law or in equity). Neither the Company’s Seller nor any Subsidiary’s possession and quiet enjoyment Acquired Subsidiary is in material violation or breach of the Leased or default under any Real Estate has been disturbed and there are no disputes with respect to any Property Lease. To Seller’s Knowledge, the other parties to each Real Property Lease are not in material violation or breach of or default thereunder. Neither the Company Seller nor any Subsidiary owes, or will owe in the future, any brokerage commissions or finder’s fees with respect to any Lease. Neither the Company nor any Acquired Subsidiary has subleased, licensed subleased or otherwise granted to any Person the right to use or occupy the any Leased Real Estate Property or any portion thereof thereof. Seller has not given any mortgagee or has collaterally assigned other Person any estoppel certificate or granted similar instrument that would preclude assertion of any other Encumbrance (other than Permitted Encumbrances) in such claim under any Real Property Lease, affect any right or obligation under any Real Property Lease or otherwise be binding upon any interest thereinsuccessor to the Seller’s or applicable Acquired Subsidiary’s position under any Real Property Lease, and Seller has not contested, and is not currently contesting, any operating cost, real estate Tax or assessment or other charge payable by the tenant under any Real Property Lease. (bc) The improvements on the Leased Real Estate To Seller’s Knowledge, there are in good operating condition and repair (ordinary wear and tear excepted). No lienable work has been performed by no pending or on behalf threatened condemnation proceedings against all or any portion of the Company or any Subsidiary on any of Real Property. To the Leased Real Estate for which payment has not been made in full. No improvements on the Leased Real Estate encroach on a Third PartySeller’s real property or on set-back other restricted areas. No improvements on the Leased Real Estate violate any use or occupancy restrictionKnowledge, limitation, condition or covenant of record or any applicable zoning or building Law or public utility or other easement. There there are no (i) public improvements which have been commenced or completed and for which an assessment may be levied against the Real Property, or (ii) planned improvements which may result in any assessment against the Real Property, in each case for which there is no current assessment. (d) Seller has not received written or, to Seller’s Knowledge, oral notice from any insurance company that such insurance company will require any alteration to the Owned Real Property for continuance of a policy insuring the Owned Real Property or for the maintenance of any rate with respect thereto (other than any notice of alteration that has been completed). There is no development agreement or other contract that limits the ability to protest any real property Tax, fix any minimum real estate Tax or require any continued business operation with respect to the Owned Real Property or (to Seller’s Knowledge) the Leased Real Property. The use and occupancy of the Owned Real Property are in compliance in all material respects with all Legal Requirements and all applicable insurance requirements, including those pertaining to zoning matters and accessibility. To Seller’s Knowledge, there is no material defect in any structural component of any improvement on the Owned Real Property or any of its electrical, plumbing, HVAC, life safety or other building systems.

Real Estate. (a) Section 3.20(a4.14(a) of the Company Disclosure Schedule contains a includes an accurate and complete and accurate list of all real property leases, subleases, licenses or other agreements under which the Company or to which the Company is a lessor, lessee, sub-lessor, or sub-lessee of or otherwise uses or occupies any real property (the “Real Property Leases”) including the address of each parcel of real property held pursuant to the Real Property Leases (the “Leased Real Estate. Neither Property” and the Company nor any Subsidiary owns any real estate used in the STB Business or is affiliated with, or has an economic interest in, the other party to any lease or sublease for the Leased Real Estate. All of the terms improvements and conditions of the leases or subleases to the Leased Real Estate are as set forth in the written leases and subleases for the Leased Real Estate made available to Purchaser in the Dataroom (collectivelyfixtures thereon, the “LeasesLeasehold Improvements”). The leasehold interests relating to the Real Property Leases are free and clear of all Liens, without any modification other than Permitted Liens, and the Company enjoys a right of any kind. Other than the Leases, there are no agreements, leases, tenancies, guaranties, licenses or assignments quiet possession with respect to any real property or premises which would become an obligation or be binding upon or enforceable against Purchaser after Closingsuch Leased Real Property. Neither No default by the Company’s nor any Subsidiary’s possession and quiet enjoyment , or, to the Knowledge of the Leased Company, the applicable lessor, exists under any Real Estate has been disturbed Property Leases and there are no disputes each Real Property Lease is in full force and effect and is legal, valid, binding and enforceable (assuming the enforceability against all other parties to such lease or sublease) in accordance with respect to its terms, except as such enforceability may be limited by (i) applicable insolvency, bankruptcy, reorganization, moratorium, or other similar Laws affecting creditors’ rights generally and (ii) applicable equitable principles (whether considered in a proceeding at Law or in equity). The Closing hereunder shall not constitute a default under any Real Property Lease. Neither the The Company nor any Subsidiary owes, or will does not owe in the future, any brokerage commissions or finder’s fees with respect to any Real Property Lease and no brokerage commission or finder’s fee will be payable with respect to the exercise of any renewal or extension of the term of any Real Property Lease. Neither the The Company nor any Subsidiary has subleasednot leased, licensed subleased or otherwise granted to any Person the right or option to use or occupy the any Leased Real Estate Property or any portion thereof or has collaterally assigned or granted any other Encumbrance (other than Permitted Encumbrances) in such Lease encumbered all or any portion of its interest thereinin any Leased Real Property. No Representative or Affiliate of the Company owns, directly or indirectly, any interest in or has any right to occupy or use any Leased Real Property. (b) The improvements on There are no adverse parties or parties other than the Company (or the applicable fee owner of the Leased Real Estate Property) that are in good operating condition possession of any Real Property or the improvements thereon or any portion or portions thereof. The Leased Real Property constitutes all real property currently used or occupied by the Company and repair (ordinary wear and tear excepted). No lienable work has been performed by or on behalf is adequate for the conduct of the Company Business as conducted as of the date hereof. (c) There are no pending or, to the Company’s Knowledge, proposed eminent domain or any Subsidiary on condemnation proceedings with respect to any of the Leased Real Estate Property by any Government Entity. All Permits required by any Government Entity for which payment has not been made in full. No improvements on the management, occupancy, leasing and operation of each of the Leased Real Estate encroach Properties are in full force and effect. Except as otherwise set forth on a Third Party’s real property or on set-back Section 4.14(b) of the Company Disclosure Schedule, there are no Contracts (other restricted areas. No improvements on than the Leased Real Estate violate any use or occupancy restriction, limitation, condition or covenant of record Property Leases) entered into by the Company or any applicable zoning of the Company’s Representatives relating to the management, parking, operation, maintenance or building Law repair of all or public utility any of the Real Property that have a material monetary obligation and are not cancelable without penalty by the Company upon notice of thirty (30) days or other easement. There are no (i)less

Real Estate. (a) Section 3.20(a) As of the Disclosure Schedule contains a complete and accurate list of Closing Date, neither the Leased Real Estate. Neither the Company Borrower ----------- nor any Subsidiary of its Subsidiaries owns any real estate used property. The Borrower and each of its Subsidiaries hold valid, binding and enforceable leasehold interests in all properties and assets purported to be leased by the Borrower or such Subsidiary, including, without limitation, valid leasehold interests of the Borrower or such Subsidiary pursuant to the Leases and all property reflected in the STB Business or is affiliated with, or has an economic interest in, balance sheets referred to in Section 4.5 (except to the other party to any lease or sublease for extent that the Leased Real Estate. All failure of the terms and conditions of the leases Borrower to hold any such leasehold interests would, individually or subleases to the Leased Real Estate are as set forth in the written leases aggregate, have no reasonable likelihood of having a Material Adverse Effect). The Borrower and subleases each of its Subsidiaries have received all deeds, assignments, waivers, consents, non-disturbance and recognition or similar agreements, bills of sale and other documents concerning property owned or leased by the Borrower or any of its Subsidiaries, except for such instruments which the Leased Real Estate made available failure to Purchaser obtain would, individually or in the Dataroom (collectivelyaggregate, the “Leases”), without any modification have no reasonable likelihood of any kind. Other than the Leases, there are no agreements, leases, tenancies, guaranties, licenses or assignments with respect to any real property or premises which would become an obligation or be binding upon or enforceable against Purchaser after Closing. Neither the Company’s nor any Subsidiary’s possession and quiet enjoyment of the Leased Real Estate has been disturbed and there are no disputes with respect to any Lease. Neither the Company nor any Subsidiary owes, or will owe in the future, any brokerage commissions or finder’s fees with respect to any Lease. Neither the Company nor any Subsidiary has subleased, licensed or otherwise granted any Person the right to use or occupy the Leased Real Estate or any portion thereof or has collaterally assigned or granted any other Encumbrance (other than Permitted Encumbrances) in such Lease or any interest thereinhaving a Material Adverse Effect. (b) The improvements Schedule 4.18 sets forth all Material Leases of the Borrower or any of its Subsidiaries in effect on the Leased Real Estate date hereof along with the applicable commencement date, termination date, renewal options (if any) and annual base rents for the year 1997. Each of such Material Leases is valid and enforceable in accordance with its terms and is in full force and effect (except to the extent that the failure of any such Material Lease to be valid and enforceable and in full force and effect has no reasonable likelihood of having a Material Adverse Effect). Except as disclosed on Schedule 4.18, the Borrower has delivered to the Administrative Agent true and complete copies of each such Material Lease and all documents affecting the rights or obligations of the Borrower or any of its Subsidiaries which is a party thereto, including, without limitation, any non-disturbance and recognition agreements, subordination agreements, attornment agreements and agreements regarding the term or rental of any such Material Lease. Neither the Borrower nor any of its Subsidiaries nor, to the knowledge of the Borrower, any other party to any such Material Lease is in default of its obligations thereunder or has delivered or received any notice of default under any such Material Lease, nor has any event occurred which, with the giving of notice, the passage of time or both, would constitute a default under any such Material Lease, except for defaults the consequence of which, individually or in the aggregate, would have no reasonable likelihood of having a Material Adverse Effect. (c) As of the Closing Date, neither the Borrower nor any of its Subsidiaries owns or holds, or is obligated under or a party to, any option, right of first refusal or other contractual right to purchase, acquire, sell, assign or dispose of any real property leased by the Borrower or any of its Subsidiaries except as set forth on Schedule 4.18. (d) The properties owned, operated or leased by the Borrower or any of its Subsidiaries are in good repair and operating condition and repair (ordinary reasonable wear and tear excepted). No lienable work ) and suitable for the uses presently made thereof, except for such non-compliance that, individually or in the aggregate, have no reasonable likelihood of having a Material Adverse Effect. (e) Neither the Borrower nor any of its Subsidiaries has been performed received any notice of any pending, threatened or contemplated condemnation proceeding affecting any real property leased by or on behalf of the Company Borrower or any Subsidiary on of its Subsidiaries or any material part thereof, except for such condemnation proceedings that, individually or in the aggregate, have no reasonable likelihood of having a Material Adverse Effect. (f) No portion of any real property leased by the Borrower or any of the Leased Real Estate for its Subsidiaries has suffered any material damage by fire or other casualty loss which payment has not heretofore been made completely repaired and restored to its original condition, except for such damages or losses that, individually or in full. No improvements on the Leased Real Estate encroach on aggregate, have no reasonable likelihood of having a Third Party’s real property or on set-back other restricted areas. No improvements on the Leased Real Estate violate any use or occupancy restriction, limitation, condition or covenant of record or any applicable zoning or building Law or public utility or other easement. There are no (i)Material Adverse Effect.

Real Estate. (a) Section 3.20(a4.17(a) of the Company Disclosure Schedule contains a complete and accurate list lists the location of each parcel of real property in which the Company or any of the Leased Real Estate. Neither Company Subsidiaries holds any title ownership or land use rights where title ownership is not available to private parties in the jurisdiction in which such real property is located which is material to business of the Company nor any Subsidiary owns any real estate used in and Company Subsidiaries taken as a whole (“Owned Real Property”). Except as would not have a Company Material Adverse Effect, (i) each of the STB Business or is affiliated withCompany and the Company Subsidiaries holds good and valid title to, or has an economic interest invalid land use rights with respect to, the other party to any lease or sublease for the Leased each parcel of Owned Real Estate. All Property free and clear of all Liens and encumbrances, except Permitted Encumbrances and (ii) each of the terms Company and conditions of the leases or subleases to the Leased Real Estate are as set forth in the written leases and subleases for the Leased Real Estate made available to Purchaser in the Dataroom (collectively, the “Leases”), without any modification of any kind. Other than the Leases, there are no agreements, leases, tenancies, guaranties, licenses or assignments with respect to any real property or premises which would become an obligation or be binding upon or enforceable against Purchaser after Closing. Neither the Company’s nor any Subsidiary’s possession and quiet enjoyment of the Leased Real Estate has been disturbed and there are no disputes with respect to any Lease. Neither the Company nor Subsidiaries has paid in full any Subsidiary owesand all amounts (including, if applicable, land grant premiums) required under applicable Law in connection with securing such title or will owe in the future, any brokerage commissions or finder’s fees with respect to any Lease. Neither the Company nor any Subsidiary has subleased, licensed or otherwise granted any Person the right to land use or occupy the Leased Real Estate or any portion thereof or has collaterally assigned or granted any other Encumbrance (other than Permitted Encumbrances) in such Lease or any interest thereinrights. (b) The improvements on Section 4.17(b) of the Company Disclosure Schedule lists the location of each parcel of real property leased by the Company or a Company Subsidiary which is material to business of the Company and Company Subsidiaries taken as a whole (“Leased Real Estate Property”) and a true and complete list of all leases for each such Leased Real Property. Except as would not have a Company Material Adverse Effect, each of the Company and the Company Subsidiaries has a valid leasehold interest in all of its Leased Real Property free and clear of any and all Liens and encumbrances, except Permitted Encumbrances. (c) Except as would not have a Company Material Adverse Effect, each of the Company and the Company Subsidiaries has title to, or a valid leasehold interest in, as applicable, all personal property used in their respective businesses free and clear of any and all Liens and encumbrances, except Permitted Encumbrances. Such personal property and Owned Real Property and Leased Real Property (taken as a whole) are in good operating condition and repair (repair, ordinary wear and tear and deferred maintenance excepted). No lienable work has been performed by or on behalf of the , and except for such failures to be in good operating condition and repair which would not have a Company or any Subsidiary on any of the Leased Real Estate for which payment has not been made in full. No improvements on the Leased Real Estate encroach on a Third Party’s real property or on set-back other restricted areas. No improvements on the Leased Real Estate violate any use or occupancy restriction, limitation, condition or covenant of record or any applicable zoning or building Law or public utility or other easement. There are no (i)Material Adverse Effect.

Real Estate. (a) Section 3.20(a) Schedule 3.11 identifies all real estate that is the subject of the Disclosure Real Estate Lease and Licenses. For purposes hereof the real property identified as item A on Schedule contains a complete and accurate list 3.11 is referred to as the "Huntington Property." For purposes of the Leased Real Estate. Neither following the Company nor any Subsidiary owns any real estate used in leases between the STB Business or is affiliated with, or has an economic interest in, Seller and the other party to any lease or sublease for the Leased Real Estate. All landlords of the terms real property in Florida and conditions Puerto Rico identified as items B and C on Schedule 3.11 are referred to herein as the "Underlying Leases". The Seller has delivered to the Buyer correct and complete copies of the leases or subleases Underlying Leases. With respect to the Leased Real Estate are as set forth in Lease and Licenses and the written leases and subleases for Underlying Leases. (i) The Seller owns the Leased Real Estate made available to Purchaser in the Dataroom (collectivelyHuntington Property, the “Leases”), without any modification of any kind. Other than the Leases, there are no agreements, leases, tenancies, guaranties, licenses or assignments with respect to any real property or premises which would become an obligation or be binding upon or enforceable against Purchaser after Closing. Neither the Company’s nor any Subsidiary’s possession and quiet enjoyment of the Leased Real Estate has been disturbed and there are no disputes with respect to any Lease. Neither the Company nor any Subsidiary owes, or will owe in the future, any brokerage commissions or finder’s fees with respect to any Lease. Neither the Company nor any Subsidiary has subleased, licensed or otherwise granted any Person the right to use or occupy the Leased property as its is currently used and has all necessary power, rights and authority to execute, deliver and consummate the Real Estate or any portion thereof or has collaterally assigned or granted any other Encumbrance (other than Permitted Encumbrances) in such Lease or any interest therein.Property Lease; (bii) Except as disclosed in Schedule 3.11, the Seller has all the necessary power, rights, authority and consents to execute, deliver and consummate the licenses, except that the execution and delivery of the Real Property Licenses will not be with the consent of the landlords of the applicable premises; (iii) The improvements on Underlying Lease for the Leased Real Estate are Puerto Rico premises is legal, valid, binding, enforceable, and in good operating condition full force and repair effect; (ordinary wear iv) Neither the Seller nor Disposable Safety Wear Corp. with respect to the facility in Puerto Rico is, and tear excepted). No lienable work to the Seller's Knowledge no other party to the Underlying Leases covering prior to the First Closing Date, is in breach or default, and no event has been performed by occurred which, with notice or on behalf lapse of time, would constitute a breach or default or permit termination, modification, or acceleration thereunder; (v) Neither the Company or Seller, nor Disposable Safety Wear Corp. with respect to the facility in Puerto Rico has, and to the Seller's Knowledge no other party to the Underlying Lease covering such facility has repudiated any Subsidiary on any of the Leased Real Estate for which payment has not been made in full. No improvements on the Leased Real Estate encroach on a Third Party’s real property or on set-back other restricted areas. No improvements on the Leased Real Estate violate any use or occupancy restriction, limitation, condition or covenant of record or any applicable zoning or building Law or public utility or other easement. provision thereof; (vi) There are no disputes, oral agreements, or forbearance programs in effect as to any Underlying Lease; (i)vii) Neither the Seller nor Disposable Safety Wear Corp. with respect to the facility in Puerto Rico has and to the Seller's Knowledge no other party has assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the leasehold; (viii) All facilities of the Distribution Division located on the real estate identified on Schedule 3.11 have received all approvals of governmental authorities (including licenses and permits) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations; and (ix) All facilities of the Distribution Division located on the real estate identified on Schedule 3.11 are supplied with utilities and other services necessary for the operation of said facilities.

Real Estate. (a) Section 3.20(a) of the Disclosure Schedule contains a complete and accurate list of the Leased Real Estate. Neither the Company nor any Company Subsidiary owns any real estate used in the STB Business property. The Company and each Company Subsidiary is not a lessor, sublessor or is affiliated with, or has an economic interest in, the other party to sublessee under any lease or sublease of real property, except as set forth on Schedule 4.13. Schedule 4.13 lists (i) each parcel of real estate leased by the Company and the Company Subsidiaries (“Leased Real Estate” and the facilities thereon, the “Leased Facilities”), including identification of the lessor, street address and the amount of base rent and any additional rent (including all common maintenance expenses, Taxes, utilities, operating expenses or any other expenses that the tenants are obligated to pay under any Lease) payable by the Company or any Company Subsidiary for the two years preceding the date of this Agreement; (ii) all letters of credit, security deposits or other security deposited with a landlord or held by the Company or any Company Subsidiary with respect to a subtenant; (iii) all subordination, non-disturbance and attornment agreements executed by the Company or any Company Subsidiary in respect of any Lease or that are binding on the Leased Real Estate. All of , and (iv) all documents constituting each Lease, including all amendments thereto. (a) No amount payable under any Lease is past due, including any fee or commission to any broker, finder or other similar intermediary related to or in connection with the terms Leased Real Estate, and conditions of the leases no fee to any broker, finder or subleases other similar intermediary related to the Leased Real Estate are as set forth will be due and payable at any date in the written leases and subleases for the Leased Real Estate made available to Purchaser in the Dataroom future, (collectively, the “Leases”), without any modification of any kind. Other than the Leases, there are no agreements, leases, tenancies, guaranties, licenses or assignments with respect to any real property or premises which would become an obligation or be binding upon or enforceable against Purchaser after Closing. Neither the Company’s nor any Subsidiary’s possession and quiet enjoyment of the Leased Real Estate has been disturbed and b) there are no disputes with respect to any Lease. Neither the Company nor , (c) no security deposit or portion thereof deposited with respect to any Subsidiary owesLease has been applied in respect of a breach or default under such Lease which has not been redeposited in full, or will owe (d) there are no forbearance programs in the future, any brokerage commissions or finder’s fees effect with respect to any Lease. Neither ; (e) the Company or any Company Subsidiary has not assigned, subleased, mortgaged, deeded in trust or otherwise transferred or encumbered any Lease or any interest therein, (f) the other party to each Lease is not an Affiliate of, and otherwise does not have any economic interest in, the Company or any Company Subsidiary, (g) neither the Company nor any Company Subsidiary has subleased, licensed or otherwise granted any Person the right to use or occupy the Leased Real Estate or any portion thereof or has collaterally assigned or granted any other Encumbrance (other than Permitted Encumbrances) security interest in such any Lease or any interest therein. , and (bh) The improvements there are no Encumbrances on the estate or interest created by any Lease. All Leased Real Estate Facilities have received all approvals of Governmental Authorities (including certificates of occupancy, permits and licenses) required in connection with the use or operation thereof and have been operated and maintained in accordance with applicable legal requirements and are not in violation of and are not legal nonconforming uses or improvements under, any applicable zoning, building code or subdivision ordinance, regulation, order or Law or restrictions or covenants of record. The Leases constitute all interests in real property, and the Leased Facilities constitute all facilities currently occupied, used or held for use in connection with the businesses of the Company and the Company Subsidiaries as currently conducted, and the Company enjoys quiet and undisturbed possession of each Leased Facility. No party to any Lease has exercised any right of termination, extension, renewal, purchase option, expansion or right of first refusal with respect to any Lease, except as may be duly documented by amendment, modification or supplement to the applicable Lease and set forth on Schedule 4.13. All of the Leased Facilities are in good operating condition and repair (ordinary subject to normal wear and tear exceptedtear). No lienable work has been performed by or on behalf of There is no Person other than the Company or any Company Subsidiary on that is in possession of any Leased Facility, and there are no leases, subleases, licenses or other written or oral agreements granting to any Person the right of use or occupancy any Leased Facility. There is no condemnation, expropriation, environmental, zoning or other land-use regulation proceeding pending or, to the Knowledge of the Company, threatened with respect to any Leased Facility. The Company and each Company Subsidiary has not received any written notice of any special assessment proceedings or other governmental actions affecting the Leased Real Estate for which payment has not been made in full. No improvements on the Leased Real Estate encroach on a Third Party’s real property or on set-back other restricted areas. No improvements on the Leased Real Estate violate any use or occupancy restriction, limitation, condition or covenant of record or any applicable zoning or building Law or public utility or other easement. There are no (i)Estate.

Real Estate. (a) Section 3.20(a) of the Disclosure Schedule contains The Company has delivered or otherwise ----------- made available to Xxxxxx and its representatives a complete and accurate list of the Leased Real Estate. Neither following: (i) all real property and interests in real property and the buildings, structures and improvements thereon (the "Owned Property") which -------------- the Company nor or any Subsidiary owns of the Company Subsidiaries owns; (ii) all leases (the "Leases") of real property and interests in ------ real property and the buildings, structures and improvements thereon (the "Leased Property" and together with the Owned Property, the "Facilities") ---------------- ---------- pursuant to which the Company or any real estate used in of the STB Business Company Subsidiaries is the lessee; (iii) all contracts or is affiliated withoptions (and all amendments, extensions and modifications thereto) held by the Company or any of the Company Subsidiaries, or has an economic interest incontractual obligations (and all amendments, extensions and modifications thereto) on the other party to part of either the Company or any lease or sublease for the Leased Real Estate. All of the terms Company Subsidiaries, to purchase or acquire any interest in real property; (iv) all contracts or options (and conditions all amendments, extensions and modifications thereto) granted by either the Company or any of the leases Company Subsidiaries, or subleases contractual obligations (and all amendments, extensions and modifications thereto) on the part of either the Company or any of the Company Subsidiaries, to sell or dispose of any interest in real property; and (v) all policies of title insurance issued to the Leased Real Estate are as set forth in Company or any of the written leases and subleases for the Leased Real Estate made available to Purchaser in the Dataroom (collectively, the “Leases”), without any modification of any kind. Other than the Leases, there are no agreements, leases, tenancies, guaranties, licenses or assignments Company Subsidiaries with respect to any real property or premises which would become an obligation or be binding upon or enforceable against Purchaser after Closingthe Facilities. Neither The Facilities are sufficient for the conduct of the Company’s nor any Subsidiary’s possession 's business as such business is now being conducted. All Owned Properties have received all required approvals of Governmental Authorities (including, without limitation, permits and quiet enjoyment a certificate of occupancy or other similar certificate permitting lawful occupancy of the Facilities) required in connection with the operation thereof and are being operated and maintained in all material respects in accordance with applicable laws, rules and regulations. The improvements constructed on the Facilities, including, without limitation, all leasehold improvements situated in or on the Leased Real Estate has been disturbed Property and there are no disputes with respect to any Lease. Neither owned by the Company, and all material fixtures and equipment and other material tangible assets owned, leased or used by the Company nor or any Subsidiary owes, or will owe in the future, any brokerage commissions or finder’s fees with respect to any Lease. Neither of the Company nor any Subsidiary has subleasedSubsidiaries at the Facilities are (i) subject to no known material defects, licensed or otherwise granted any Person the right to use or occupy the Leased Real Estate or any portion thereof or has collaterally assigned or granted any other Encumbrance (other than Permitted Encumbrancesii) in such Lease or any interest thereingood operating condition and repair, subject to ordinary wear and tear, and (iii) in conformity in all material respects with all applicable laws, ordinances, orders, regulations and other requirements relating thereto currently in effect. (b) The improvements on Except as set forth in Section 3.24 of the Leased Real Estate are Company Disclosure Schedule, (i) each Lease is in good operating condition full force and repair effect, (ordinary wear ii) neither the Company nor any of the Company Subsidiaries is in default in any material respect of their respective obligations under any Lease, and tear excepted). No lienable work has been performed by (iii) the Company and the Company Subsidiaries have no knowledge of any restriction or on behalf any asserted restriction that does or could reasonably be expected to impair in any material respect the use of the applicable Facility in the business of the Company or any Company Subsidiary as now used. (c) Except as set forth in Section 3.24 of the Company Disclosure Schedule and except for matters that do not have, and would not reasonably be expected to have, a Company Material Adverse Effect and except for matters disclosed on any policies of title insurance issued to the Company or any of the Leased Real Estate for Company Subsidiaries with respect to the Owned Properties which payment has not have been made available to Xxxxxx, none of the Owned Properties are subject to any liens, mortgages, deeds of trust, claims against title, security interests, rights of way, written agreements, reservations of an interest in full. No improvements on the Leased Real Estate encroach on a Third Party’s real property or on set-back other restricted areas. No improvements on the Leased Real Estate violate any use or occupancy restriction, limitation, condition or covenant of record or any applicable zoning or building Law or public utility title or other easement. There are no (i)encumbrances on title.

Real Estate. (a) Section 3.20(aSchedule 1.1(b)(i) hereto sets forth a correct list and summary ------------------ descriptions of all real property (including the Real Estate) constituting any part of the Disclosure Schedule contains a complete and accurate list Acquired Assets or otherwise owned (beneficially or of record), operated or leased now or previously by Sellers in the conduct of the Leased Business, and identifies the current zoning of such real property, all surveys and title insurance policies in Sellers' possession covering any of, and all leases (whether as tenant or landlord) relating to, such properties (including the Leasehold Property Leases). All structures and other improvements on such properties are within the lot lines and do not encroach on the properties of any other Person. At Closing, Sellers will provide Buyer with originals of all available certificates of occupancy and certificates of zoning compliance for the Real Estate. Neither the Company nor Sellers have not received any Subsidiary owns notice for assessments for public improvements against any real estate used property (including the Real Estate) constituting any part of the Acquired Assets or otherwise owned or needed in the STB Business or is affiliated with, or has an economic interest in, the other party to any lease or sublease for the Leased Real Estate. All conduct of the terms Business which remains unpaid, and conditions no such assessment has been proposed. There is no pending condemnation, expropriation, eminent domain or similar proceeding affecting all or any portion of any of such properties and, to Sellers' knowledge, no such proceeding is contemplated or threatened. None of the leases Real Estate is located within or subleases abuts a 100-year floodplain or body of water, tideland, wetland, marshland or other area subject to state, federal or local regulation, control or protection. The water, gas, electricity and other utilities serving the Leased Real Estate are as set forth in adequate to service the written leases and subleases for normal operations of the Leased Real Estate made available to Purchaser in the Dataroom (collectively, the “Leases”), without any modification of any kind. Other than the Leases, there and are no agreements, leases, tenancies, guaranties, licenses or assignments with respect not subject to any real property pending or, to Sellers' knowledge, threatened suspension, reduction or premises which would become an obligation or be binding upon or enforceable against Purchaser after Closing. Neither the Company’s nor any Subsidiary’s possession and quiet enjoyment of the Leased Real Estate has been disturbed and there are no disputes with respect to any Lease. Neither the Company nor any Subsidiary owes, or will owe in the future, any brokerage commissions or finder’s fees with respect to any Lease. Neither the Company nor any Subsidiary has subleased, licensed or otherwise granted any Person the right to use or occupy the Leased Real Estate or any portion thereof or has collaterally assigned or granted any other Encumbrance (other than Permitted Encumbrances) in such Lease or any interest thereinmoratorium. (b) The improvements Sellers have obtained all authorizations, Permits and rights of way, including proof of dedication, which are necessary to ensure vehicular and restrictions on entrance to or exit from the Leased Real Estate to adjacent public streets and, to Sellers' knowledge, no conditions which will result in the termination of the present access from the Real Estate to existing highways and roads. (c) Sellers have not received notice from any Authority that the assessed value of the Real Estate has been determined to be greater than that upon which county, township or school tax was paid for the 2000 tax year applicable to each such tax, or from any insurance carrier of Sellers or their Affiliates of fire hazards with respect to the Real Estate. (d) Except as set forth in Schedule 2.12(d), Sellers are in good operating condition actual, exclusive possession of the Real Estate. (e) No portion of any of the owned real property constituting any part of the Real Estate is subject to a special ad valorem tax valuation or rate that will be lost as a result of the transfer to Buyer pursuant to the provisions hereof. (f) The Real Estate and repair the use thereof by Sellers in connection with the Business as currently used and consistent with past practice complies with all covenants, easements and restrictions of record affecting such Real Estate. (ordinary wear g) Sellers are lessee under Leasehold Property Leases, and tear exceptedno party other than Sellers has any right to possession, occupancy or use of any of the leased real property. Except as set forth in Schedule 2.12(g), the basic rent, --------------- all additional rent and all other charges and amounts payable under the Leasehold Property Leases by the lessee thereunder have been paid to date. No lienable All work required to be performed under the Leasehold Property Leases by the lessors thereunder or by Sellers has been performed by in all material respects, and, to the extent that Sellers are responsible for payment of such work, has been fully paid for, whether directly to the contractor performing such work or to such lessor as reimbursement therefor, except for items which Sellers are disputing in good faith (which items are set forth on behalf of the Company Schedule 2.12(g)). ---------------- (h) Except as set forth on Schedule 2.12(h), there are no brokerage ---------------- commissions or any Subsidiary on finder's fees due from Sellers which are unpaid with regard to any of the Leased Leasehold Property Leases or the Leasehold Property, or which will become due at any time in the future with regard to the Leasehold Property Leases or the Leasehold Property. (i) Except as set forth on Schedule 2.12(i), there have been no ---------------- casualties which could result in the termination of any of the Leasehold Property Leases. (j) Except as set forth on Schedule 2.12(j), (i) no consent of any ---------------- of the lessors under any of the Leasehold Property Leases is required by reason of any of the transactions contemplated by this Agreement, and (ii) none of the rights of Sellers under any of the Leasehold Property Leases will be impaired by the consummation of the transactions contemplated by this Agreement and all of such rights will be enforceable by the Buyer after the Closing Date, to the same degree as by Sellers prior to the Closing Date without the consent or agreement of any other party. (k) Except as set forth on Schedule 2.12(k) Sellers have not received any written or, to the Sellers' knowledge, oral notice or order from any governmental authority, insurance company which has issued a policy with respect to any of the Real Estate for or any board of fire underwriters or other body performing similar functions or any other Person which payment has not been made in full. No improvements on (a) relates to or alleges a violation of or nonconformity with any zoning, building, safety, subdivision, wetlands or other similar law, code, rule, regulation, ordinance, permit, license, certificate, covenant, restriction or condition with respect to any of the Leased Real Estate encroach on or the use thereof which violation of nonconformity could reasonably be expected to have a Third Party’s material adverse effect upon the value of, or a material impairment of the use of, or the conduct of business at, any one or more of the individual parcels of Real Estate so affected, or (b) requests the performance of any material repairs, alterations or other work that have not yet been cured or performed, as applicable. (l) Other than the Real Estate, no other real estate or rights, titles, estates or interest therein is necessary to the conduct of the Business as currently conducted and consistent with past practice. (m) Other than the Cellco Lease (as defined herein), there are no leases affecting any owned real property of the Business that contain purchase rights or on set-back other restricted areas. No improvements on rights of first refusal in favor of the Leased Real Estate violate any use or occupancy restriction, limitation, condition or covenant of record lessees thereunder or any applicable zoning or building Law or public utility or other easement. There are no (i)third parties.

Real Estate. (a) Section 3.20(a) Each of the Disclosure Schedule contains a complete Company and accurate list of its subsidiaries has good and marketable title in fee simple to all real properties owned by it and valid leaseholds in the Leased Real EstateProperty (as defined herein), subject only to Permitted Liens (as defined in Section 4.22). Section 4.20 of the Company Disclosure Schedule sets forth the street address and use description of each parcel of real property owned by the Company or any of its subsidiaries (the "Owned Real Property") and (ii) the street address and use description of each parcel of real property leased by the Company or any of its subsidiaries (the "Leased Real Property" and, together with Owned Real Property, "Real Property"). The Company has no leases or subleases of the Owned Real Property. The Company has heretofore delivered to Parent true, correct and complete copies of all real property leases (including all modifications, amendments and supplements, "Real Property Leases") of Leased Real Property. Each Real Property Lease is valid, binding and in full force and effect, except where the failure to be valid, binding and in full force and effect would not have a Material Adverse Effect on the Company. All rent and other sums and charges payable by the Company or a subsidiary as tenant under such Real Property Leases are current, no notice of default or termination under any Real Property Lease has been received by the Company or any of its subsidiaries which remains uncured, and no termination event or condition or uncured default on the part of the Company or the applicable subsidiary or, to the Company's knowledge, the lessor, exists under any Real Property Lease (and to the Company's knowledge no event has occurred which, with due notice or lapse of time or both, may constitute such a default). Neither the Company nor any Subsidiary owns of its subsidiaries has knowledge of nor has received notice of any real estate used in the STB Business condemnation proceeding or is affiliated with, any casualty affecting any Owned Real Property or has an economic interest in, the other party to any lease or sublease for the Leased Real Estate. All of the terms and conditions of the leases or subleases to the Leased Real Estate are as set forth in the written leases and subleases for the Leased Real Estate made available to Purchaser in the Dataroom (collectively, the “Leases”), without any modification of any kind. Other than the Leases, there are no agreements, leases, tenancies, guaranties, licenses or assignments with respect to any real property or premises which would become an obligation or be binding upon or enforceable against Purchaser after Closing. Neither the Company’s nor any Subsidiary’s possession and quiet enjoyment of the Leased Real Estate has been disturbed and there are no disputes with respect to any Lease. Neither the Company nor any Subsidiary owes, or will owe in the future, any brokerage commissions or finder’s fees with respect to any Lease. Neither the Company nor any Subsidiary has subleased, licensed or otherwise granted any Person the right to use or occupy the Leased Real Estate or any portion thereof or has collaterally assigned or granted any other Encumbrance (other than Permitted Encumbrances) in such Lease or any interest thereinProperty. (b) To the Company's knowledge, there are no outstanding requirements or recommendations by any insurance company which has issued a policy covering any such property, or by any board of fire underwriters or other body exercising similar functions, requiring or recommending any repairs or work to be done on any such property. (c) The improvements on Company has furnished Parent with a true, correct and complete copy of all of the Leased policies of title insurance insuring the Company's or its subsidiaries' interest in the Owned Real Estate Properties (collectively, the "Title Policies"). All of the Title policies are in good operating condition full force and repair (ordinary wear and tear excepted)effect. No lienable work has been performed There is no claim by or on behalf of the Company Company, its subsidiaries or any Subsidiary on other person pending under any of the Leased Real Estate for Title Policies as to which payment coverage has not been made in full. No improvements on questioned, denied or disputed by the Leased Real Estate encroach on a Third Party’s real property underwriters or on set-back other restricted areas. No improvements on the Leased Real Estate violate any use or occupancy restriction, limitation, condition or covenant issuers of record or any applicable zoning or building Law or public utility or other easement. There are no (i)such Title Policies.

Real Estate. (a) Section 3.20(aThe Company, or one or more of its Subsidiaries, has (i) good fee simple title to each of the Disclosure Schedule contains Owned Real Properties (as defined below), subject to no Liens other than Permitted Exceptions, and (ii) has a complete and accurate list of valid leasehold interest in the Leased Real EstateProperty (as defined below), subject to no Liens other than Permitted Exceptions. Neither the Company nor its Subsidiaries own, lease, sublease, license or otherwise occupy any real property other than the Owned Real Property and the Leased Real Property. (b) The Company has provided Purchaser with a true, complete and correct copy of each lease (including all amendments and modifications thereto and any guaranties thereof) relating to Leased Real Property (the “Real Property Leases”). Each Real Property Lease is in full force and effect and is valid and enforceable in accordance with its terms, and there is no default under any such Real Property Lease by the Company or any of its Subsidiaries or, to the Knowledge of Seller, by any other party thereto (nor to the Knowledge of Seller is there any event or circumstance that with the giving of notice or the lapse of time or both would result in any such default). Neither the Company nor any Subsidiary owns any real estate used in the STB Business of its Subsidiaries has leased, subleased, licensed or is affiliated with, or has an economic interest in, the other party otherwise granted to any lease person the right to use or sublease for the occupy any Owned Real Property or any Leased Real Estate. All of the terms and conditions of the leases Property or subleases to the Leased Real Estate are as set forth in the written leases and subleases for the Leased Real Estate any portion thereof. (c) The Company has made available to Purchaser copies of (i) all title insurance policies (with backup documentation) currently insuring each Owned Real Property as of the date hereof, together with copies of the most recent surveys of same, (ii) each deed and/or other instrument (as recorded) by which the Company or its applicable Subsidiary acquired its fee interest in the Dataroom applicable Owned Real Property, and (collectivelyiii) any third-party environmental reports, zoning reports, property condition reports, or other similar reports relating to the “Leases”)Owned Real Property, without any modification of any kind. Other than in each case to the Leases, there are no agreements, leases, tenancies, guaranties, licenses or assignments with respect to any real property or premises which would become an obligation or be binding upon or enforceable against Purchaser after Closing. Neither extent in the Company’s nor any Subsidiary’s (or its Subsidiaries’) possession and quiet enjoyment of the Leased Real Estate has been disturbed and there are no disputes with respect to any Lease. or control. (d) Neither the Company nor any Subsidiary owesof its Subsidiaries has granted any outstanding right of first refusal, right of first offer, purchase option, or will owe in any other similar rights to purchase any Owned Real Property or any portion thereof. There is no existing material breach or material default by the futureCompany or any Subsidiary under any provision of any easement, restrictive covenant, or other instrument of record affecting any brokerage commissions Owned Real Property, nor , to the Knowledge of Seller, is there any such material breach or finder’s fees with respect to material default by any Leaseother person (or any event or condition that would constitute such a material breach or material default after notice, lapse of time, or both). Neither the Company nor any Subsidiary has subleaseddelivered, licensed or otherwise granted nor to the Knowledge of Seller, do there exist, any Person the right to use or occupy the Leased Real Estate deeds, deeds of trust, mortgages or any portion thereof other contracts adversely affecting the Company’s or has collaterally assigned or granted any other Encumbrance the applicable Subsidiary’s (other than Permitted Encumbrancesas the case may be) title to the Owned Real Property, except to the extent recorded in such Lease or any interest thereinthe applicable land records. (be) The improvements on the Leased Owned Real Estate are in good operating condition and repair (ordinary wear and tear excepted). No lienable work has been performed by or on behalf of Property is equipped with all utilities reasonably required to permit the Company or any Subsidiary and its Subsidiaries to operate and carry on any of the Leased Real Estate for which payment has not been made in full. No improvements on the Leased Real Estate encroach on a Third Party’s real property or on set-back other restricted areas. No improvements on the Leased Real Estate violate any use or occupancy restriction, limitation, condition or covenant of record or any applicable zoning or building Law or public utility or other easement. their business as it is currently being conducted. (f) There are no pending or, to the Knowledge of Seller, threatened, condemnation proceedings (i)or other similar proceedings in the nature of eminent domain) of any kind relating to any portion of the Owned Real Property. (g) Neither the Company nor any of its Subsidiaries has received any written notice of, and to the Knowledge of Seller, there are no currently pending (A) public improvements or rezoning measures that would be reasonably likely to materially adversely affect the value or current use of any Owned Real Property, or (ii) special assessments that would be reasonably likely to materially adversely affect any Owned Real Property.

Real Estate. (a) Section 3.20(a) Neither the Company nor any of the Disclosure Schedule contains a complete and accurate list of the Leased Real Estateits Subsidiaries owns any real property. Neither the Company nor any Subsidiary owns any real estate used in the STB Business of its Subsidiaries is a lessor, sublessor or is affiliated with, or has an economic interest in, the other party to sublessee under any lease or sublease of real property. Schedule 4.13 lists (i) each parcel of real estate leased by the Company or one of its Subsidiaries (“Leased Real Estate” and the facilities thereon, the “Leased Facilities”), including identification of the lessor, street address and the amount of base rent and any additional rent (including all common maintenance expenses, Taxes, utilities, operating expenses or any other expenses that the tenants are obligated to pay under any Lease) payable by the Company and its Subsidiaries for the two years preceding the date of this Agreement; (ii) all letters of credit, security deposits or other security deposited with a landlord; and (iii) all subordination, non-disturbance and attornment agreements executed by the Company and/or any of its Subsidiaries in respect of any Lease or that are binding on the Leased Real Estate. All of the terms and conditions of the leases or subleases to the Leased Real Estate are Except as set forth in the written leases and subleases for Schedule 4.13, (i) no amount payable under any Lease is past due, including any fee or commission to any broker, finder or other similar intermediary related to or in connection with the Leased Real Estate made available Estate; (ii) each party to Purchaser each Lease has complied in all material respects with all commitments and obligations on its part to be performed or observed under each such Lease; and (iii) neither the Dataroom (collectivelyCompany nor any of its Subsidiaries has received any written notice of a default, the “Leases”)offset or counterclaim under any such Lease, without or any modification other communication calling upon it to comply with any provision of any kindsuch Lease or asserting non-compliance or default. Other than The Leases constitute all interests in real property, and the LeasesLeased Facilities constitute all facilities currently occupied, there used or held for use in connection with the businesses of the Company and its Subsidiaries and that are no agreementsnecessary for the continued operation of such businesses as currently conducted and as contemplated to be conducted immediately prior to and immediately after the Closing, leases, tenancies, guaranties, licenses and the Company or assignments with respect the applicable Subsidiary enjoys quiet and undisturbed possession of each Leased Facility. No party to any real property Lease has exercised any right of termination, extension, renewal, purchase option, expansion or premises which would become an obligation or be binding upon or enforceable against Purchaser after Closing. Neither the Company’s nor any Subsidiary’s possession and quiet enjoyment right of the Leased Real Estate has been disturbed and there are no disputes first refusal with respect to any Lease. Neither , except as may be duly documented by amendment, modification or supplement to the Company nor any Subsidiary owes, or will owe in the future, any brokerage commissions or finder’s fees with respect to any applicable Lease. Neither the Company nor any Subsidiary has subleased, licensed or otherwise granted any Person the right to use or occupy All of the Leased Real Estate or any portion thereof or has collaterally assigned or granted any other Encumbrance (other than Permitted Encumbrances) in such Lease or any interest therein. (b) The improvements on the Leased Real Estate Facilities are in good operating condition and repair (ordinary subject to normal wear and tear exceptedtear). No lienable work has been performed by or on behalf of There is no Person other than the Company or its applicable Subsidiary that is in possession of any Subsidiary on Leased Facility and there are no leases, subleases, licenses or other written or oral agreements granting to any Person the right of the Leased Real Estate for which payment has not been made in full. No improvements on the Leased Real Estate encroach on a Third Party’s real property or on set-back other restricted areas. No improvements on the Leased Real Estate violate any use or occupancy restrictionany Leased Facility. There is no condemnation, limitationexpropriation, condition or covenant of record or any applicable environmental, zoning or building Law or public utility or other easement. There are no (i)land-use regulation proceeding pending or, to the Knowledge of the Company, threatened with respect to any Leased Facility.

Real Estate. (a) The Schedules with reference to this Section 3.20(a) list all real estate, real estate options and leaseholds owned or held by PCI or any Subsidiary. Except for matters that individually and in the aggregate will not have a material adverse effect on the business, financial condition, results of operations, liabilities or assets of PCI and its Subsidiaries, taken as a whole, and that will not impair PCI's or the Disclosure Schedule contains Subsidiaries' ability to perform, in any material respect, its or their obligations under this Agreement or any other document or instrument to which PCI or a complete and accurate list Subsidiary is a party in connection with the transactions contemplated herein, or as set forth on the Schedules with reference to this Section, there are no title defects, issues of the Leased Real Estate. Neither the Company nor any Subsidiary owns validity or enforceability, deficiencies in rights of possession or use or similar matters relating to or affecting any real estate used owned or leased, or which is subject to an option to buy, sell or lease, of or by PCI or any Subsidiary. 52 44 Except for Permitted Liens (as defined herein), for matters that individually and in the STB Business aggregate will not have a material adverse effect on the business, financial condition, results of operations, liabilities or assets of PCI and its Subsidiaries, taken as a whole, and that will not impair PCI's or the Subsidiaries' ability to perform, in any material respect, its or their obligations under this Agreement or any other document or instrument to which PCI or a Subsidiary is affiliated witha party in connection with the transactions contemplated herein, or has an economic interest in, the other party to any lease or sublease for the Leased Real Estate. All of the terms and conditions of the leases or subleases to the Leased Real Estate are as set forth in the written leases Schedules with reference to this Section, PCI or a Subsidiary, as the case may be, has good and subleases for marketable title in fee simple to all real estate owned by it and good leasehold interests in all of its leaseholds, none of which interests will be materially and adversely affected by the Leased Real Estate made available transactions contemplated hereby, and each lease with an initial term of more than one year is, to Purchaser in the Dataroom (collectivelyknowledge of PCI and its Subsidiaries, the “Leases”), without any modification of any kind. Other than the Leases, there are no agreements, leases, tenancies, guaranties, licenses or assignments with respect to any real property or premises which would become an obligation or be binding upon or enforceable against Purchaser after Closing. Neither the Company’s nor any lessor thereunder and PCI or its Subsidiary’s , as the case may be, enjoys quiet possession and quiet enjoyment of the Leased Real Estate has been disturbed and there are no disputes with respect to any Lease. Neither the Company nor any Subsidiary owes, or will owe in the future, any brokerage commissions or finder’s fees with respect to any Lease. Neither the Company nor any Subsidiary has subleased, licensed or otherwise granted any Person the right to use or occupy the Leased Real Estate or any portion thereof or has collaterally assigned or granted any other Encumbrance (other than Permitted Encumbrances) in such Lease or any interest thereinall leaseholds. (b) The improvements on the Leased Real Estate are in good operating condition and repair (ordinary wear and tear excepted). No lienable work has been performed by or on behalf of the Company or any Subsidiary on any of the Leased Real Estate for which payment has not been made in full. No improvements on the Leased Real Estate encroach on a Third Party’s real property or on set-back other restricted areas. No improvements on the Leased Real Estate violate any use or occupancy restriction, limitation, condition or covenant of record or any applicable zoning or building Law or public utility or other easement. There are no (i)

Real Estate. (a) Except as set forth in Section 3.20(a) 3.23 of the Disclosure Schedule contains a complete and accurate list of the Leased Real Estate. Neither Schedule, neither the Company nor any Subsidiary owns any real estate used in the STB Business or is affiliated with, or has an economic interest in, the other party to any lease or sublease for the Leased Real Estate. All of the terms and conditions of the leases or subleases to the Leased Real Estate are as set forth in the written leases and subleases for the Leased Real Estate made available to Purchaser in the Dataroom (collectively, the “Leases”), without any modification of any kind. Other than the Leases, there are no agreements, leases, tenancies, guaranties, licenses or assignments with respect to any real property or premises which would become an obligation or be binding upon or enforceable against Purchaser after Closing. Neither any interest therein (the Company’s nor any Subsidiary’s possession and quiet enjoyment of the Leased Real Estate has been disturbed and there are no disputes with respect to any Lease. "Owned Properties"). (b) Neither the Company nor any Subsidiary owes, or will owe holds any leasehold interest in any real property except as set forth in Section 3.23 of the future, any brokerage commissions or finder’s fees Disclosure Schedule (the "Leasehold Premises"). Section 3.23 of the Disclosure Schedule lists each of the leases and subleases with respect to the Leasehold Premises or other real property to which the Company or any Subsidiary is a party ("Leases"), and with respect to each Lease sets forth the term thereof, the base rent payable with respect thereto, any security deposit relating thereto, the termination date thereof and whether the Company or a Subsidiary has subleased any part of the leasehold interest thereunder or assigned such Lease. Neither The Company and each Subsidiary are parties to no leases or subleases of real property other than the Leases. The Company has heretofore delivered or made available to the Buyer and MergerCo true and complete copies of all such Leases including all amendments, modifications and waivers with respect thereto. Except as otherwise set forth in Section 3.23 of the Disclosure Schedule: each Lease is in full force and effect; all rents and additional rents due to date on each Lease have been paid; neither the Company nor any Subsidiary has subleasedreceived any notice that it is in default under any Lease and, licensed to the knowledge of the Company, neither the Company nor any Subsidiary is in default under any Lease; to the knowledge of the Company, no landlord is in default of any of its obligations under any Lease; and, to the knowledge of the Company, there exists no event, occurrence, condition or act (including the consummation of the transactions contemplated by this Agreement) that, with the giving of notice, the lapse of time or the happening of any further event or condition, would become a default by the Company or any Subsidiary under any Lease. Except as set forth in Section 3.23 of the Disclosure Schedule, the Company or a Subsidiary is currently the lessee under each of the Leases and may exercise all rights of a lessee under each of the Leases. Each Lease under which the Company or a Subsidiary was not the original lessee was validly assigned to the Company or such Subsidiary and any party that has a right of consent to such assignment and of which the Company has knowledge after due review of the applicable Lease has consented to such assignment and any other party having a right of consent to such assignment has either consented to such assignment or has taken no action inconsistent with the granting of such consent. (c) Except as set forth in Section 3.23 of the Disclosure Schedule, the Company and its Subsidiaries own the Owned Properties and have valid leasehold interests in the Leasehold Premises, free and clear of any Liens, covenants and easements or title defects of any nature whatsoever, except for (i) liens for taxes, and assessments and other governmental charges in the nature of taxes, not yet due and payable; (ii) liens in respect of taxes, assessments and other governmental charges being contested in good faith as disclosed in Section 3.23 of the Disclosure Schedule; (iii) mechanics', carriers', workmen's, repairmen's and other like liens arising or incurred in the ordinary course of business as to which any related liability or obligation is reflected in the Year End Balance Sheet or is otherwise disclosed on the Disclosure Schedule; (iv) inchoate statutory liens that apply generally in favor of commercial landlords; (v) liens arising from actions or inactions of the landlords of the Leasehold Premises; and (vi) such imperfections of title, easements, covenants, rights-of-way, restrictions and encumbrances and zoning, building and other similar restrictions, if any, as do not interfere with the present use of such properties or otherwise granted impair business operations, as used or conducted on the date hereof (such exceptions referred to in clauses (i) through (vi) above being collectively referred to herein as "Permitted Encumbrances"). (d) Except as set forth in Section 3.23 of the Disclosure Schedule, the portions of the buildings located on the Leasehold Premises that are used in the Company's or any Person Subsidiary's business and the buildings located on the Owned Properties are each in good repair and condition, normal wear and tear excepted, and are in the aggregate sufficient to satisfy the Company's and its Subsidiaries' business activities as conducted thereat. (e) Each of the Leasehold Premises and Owned Properties: (i) has direct access to public roads or access to public roads by means of an access easement (which access easement is perpetual, in the case of each of the Owned Properties, and for at least the remaining term of the Lease and any renewal periods, in the case of each of the Leasehold Premises), such access being sufficient to satisfy the current normal day-to-day transportation requirements of the Company's and its Subsidiaries' businesses as presently conducted at such parcel; and (ii) is served by all utilities in such quantities as are sufficient to satisfy the current business activities as conducted at such parcel. (f) Except as set forth in Section 3.23 of the Disclosure Schedule, neither the Company nor any Subsidiary has received notice of (i) any condemnation proceeding with respect to any portion of the Leasehold Premises or Owned Properties or any access thereto or that any such proceeding is contemplated by any Governmental Entity; or (ii) any special assessment which may affect any of the Leasehold Premises or Owned Properties, or that any such special assessment is contemplated by any Governmental Entity. (g) Other than the Leasehold Premises and the Owned Properties, no owned or leased real property is used in connection with the Business. (h) Except as set forth in Section 3.23 of the Disclosure Schedule, neither the Company nor any Subsidiary owns or holds, or is obligated under or a party to, any option, right of first refusal or other contractual right to use purchase, acquire, sell, lease or occupy dispose of the Leased Real Estate Owned Properties or Leasehold Premises or any portion thereof or has collaterally assigned interest therein or granted in any other Encumbrance (other than Permitted Encumbrances) in such Lease or any interest therein. (b) The improvements on the Leased Real Estate are in good operating condition and repair (ordinary wear and tear excepted). No lienable work has been performed by or on behalf of the Company or any Subsidiary on any of the Leased Real Estate for which payment has not been made in full. No improvements on the Leased Real Estate encroach on a Third Party’s real property or on set-back other restricted areas. No improvements on the Leased Real Estate violate any use or occupancy restrictionproperty, including, without limitation, condition or covenant of record or under any applicable zoning or building Law or public utility or other easement. There are no (i)Lease.

Real Estate. (a) Section 3.20(a) of the Disclosure Schedule contains a complete and accurate list of the Leased Real Estate. Neither the Company nor any Subsidiary owns any real estate used No bankruptcy, insolvency, rearrangement or similar action or proceedings, whether voluntary or involuntary, is pending or threatened in the STB Business or is affiliated withwriting or, or has an economic interest in, the other party to any lease or sublease for the Leased Real Estate. All of the terms and conditions of the leases or subleases to the Leased Real Estate are as set forth in the written leases and subleases for the Leased Real Estate made available to Purchaser in the Dataroom (collectivelyKnowledge of Seller, the “Leases”)orally, without any modification of any kind. Other than the Leases, there are no agreements, leases, tenancies, guaranties, licenses or assignments against Seller with respect to any real property the Facility Operations or premises which would become an obligation or be binding upon or enforceable against Purchaser after Closing. Neither the Company’s nor any Subsidiary’s possession and quiet enjoyment of the Leased Real Estate has been disturbed and there are no disputes with respect to any Lease. Neither the Company nor any Subsidiary owes, or will owe in the future, any brokerage commissions or finder’s fees with respect to any Lease. Neither the Company nor any Subsidiary has subleased, licensed or otherwise granted any Person the right to use or occupy the Leased Real Estate or any portion thereof or has collaterally assigned or granted any other Encumbrance (other than Permitted Encumbrances) in such Lease or any interest thereinFacility. (b) There are no Actions for condemnation, eminent domain or taking with respect to the Facility that are pending, ongoing or threatened in writing or, to the Knowledge of Seller, orally. (c) Seller has good, valid and marketable title to the Facility, free and clear of all Liens other than Permitted Encumbrances and has the lawful right to sell the Facility. All improvements related to the Facility are located within boundary lines of the described parcels of land and the Facility has direct access to a public street. No improvements owned by third parties encroach onto the Facility property. (d) There are no existing or pending Contracts of sale, leases, options to purchase or rights of first refusal (or the like) granted or entered into by Seller affecting the Facility. (e) The Facility is now, and at Closing shall be, free and clear of all tenancies or rights of possession granted or entered into by Seller. The Facility is not subject to covenants, conditions and restrictions which would require approval from any third party for construction, landscaping or signage. The Facility has sufficient parking and loading to comply with applicable zoning requirements, and which meet the current needs of the business as conducted at the Facility. (f) Seller is not a foreign person, as that term is defined in Section 1445 of the Internal Revenue Code as amended by the Foreign Investment in Real Property Tax Act of 1980 (“FIRPTA”), and Seller shall provide Purchaser with an affidavit to that effect in compliance with FIRPTA at Closing. (g) To the Knowledge of Seller, Seller is not aware of or has notice of any work being done within the period of time which would entitle a third party to a mechanics or materialman’s lien, or of any assessment, violation or other notice issued by any federal, state, municipal or public body or authority concerning the Facility. (h) The existing water, sewer, gas and electricity lines, storm sewer and other utility systems serving the Facility are adequate to serve the utility needs of the business as currently conducted. All of said utilities are installed and operating, and all installation and connection charges have been paid in full. (i) Seller has not received any written or, to the Knowledge of Seller, oral, notice of the institution or threat of any Action to change the existing zoning classification as to all or any portion of the Facility, and there are no zoning violation, change or variance Actions, previously decided, pending or to the Knowledge of Seller, threatened, which would adversely affect Purchaser’s continued use of the Facility as currently operated. (j) There are no structural or latent defects in any of the buildings or other improvements on which are a part of the Leased Real Estate Facility, including the heating, ventilation, air conditioning, electrical, mechanical and plumbing systems, and the drainage at or servicing the Facility and the Facility and all such improvements are in good operating working order and adequate in quantity and quality for the normal operation thereof. (k) The Facility is not subject to any service contracts which would be binding on the facility or the Purchaser other than the Assumed Contracts and Permitted Encumbrances. (l) Seller has made available true, correct and complete copies of all material documents in its possession related to the Facility, including regarding title, survey, zoning, environmental conditions as set forth in Phase I or Phase II environmental site assessment reports prepared within the last five years and the Recorded Environmental Covenant (which are the sole documents required to be provided hereunder for environmental matters), physical condition, condition of all FF&E and repair any appraisals. (ordinary wear and tear excepted). No lienable work has been performed m) Neither Seller, nor any record or beneficial owner of Seller, is (i) currently listed on the Specially Designated Nationals List (“SDN List”) or any similar list maintained by or on behalf the Office of Foreign Assets Control (“OFAC”) at the United States Department of the Company Treasury; (ii) owned or controlled, directly or indirectly, by a Person who is listed on the SDN List or any Subsidiary on any similar list maintained by OFAC; (iii) a Person with whom a citizen of the Leased Real Estate for which payment has not been made United States is prohibited from engaging in full. No improvements on the Leased Real Estate encroach on a Third Party’s real property transactions by any trade embargo, economic sanction, or on setother prohibition of U.S. Law; or (iv) incorporated in any country subject to U.S. country-back other restricted areas. No improvements on the Leased Real Estate violate any use or occupancy restriction, limitation, condition or covenant based economic sanctions whereby conducting transactions with that Person would be in violation of record or any applicable zoning or building Law or public utility or other easement. There are no (i)Law.

Real Estate. (a) Section 3.20(a4.17(a) of the Company Disclosure Schedule contains a complete and accurate list lists the location of each parcel of real property which is material to the business of the Leased Real Estate. Neither Company and the Company nor Subsidiaries taken as a whole and in which the Company or any Subsidiary owns of the Company Subsidiaries holds any real estate used title ownership or land use rights where title ownership is not available to private parties in the STB Business or jurisdiction in which such real property is affiliated withlocated (“Owned Real Property”). Except as has not had a Company Material Adverse Effect, each of the Company and the Company Subsidiaries holds good and valid title to, or has an economic interest invalid land use rights with respect to, the other party to any lease or sublease for the Leased each parcel of Owned Real EstateProperty free and clear of all Liens, except Permitted Encumbrances. All Except as had not had a Company Material Adverse Effect, each of the terms Company and conditions of the leases or subleases to the Leased Real Estate are as set forth in the written leases and subleases for the Leased Real Estate made available to Purchaser in the Dataroom (collectively, the “Leases”), without any modification of any kind. Other than the Leases, there are no agreements, leases, tenancies, guaranties, licenses or assignments with respect to any real property or premises which would become an obligation or be binding upon or enforceable against Purchaser after Closing. Neither the Company’s nor any Subsidiary’s possession and quiet enjoyment of the Leased Real Estate has been disturbed and there are no disputes with respect to any Lease. Neither the Company nor Subsidiaries has paid in full any Subsidiary owesand all amounts (including, if applicable, land grant premiums) required under applicable Law in connection with securing such title or will owe in the future, any brokerage commissions or finder’s fees with respect to any Lease. Neither the Company nor any Subsidiary has subleased, licensed or otherwise granted any Person the right to land use or occupy the Leased Real Estate or any portion thereof or has collaterally assigned or granted any other Encumbrance (other than Permitted Encumbrances) in such Lease or any interest thereinrights. (b) The improvements on Section 4.17(b) of the Company Disclosure Schedule lists the location of each parcel of real property leased by the Company or a Company Subsidiary which is material to the business of the Company and the Company Subsidiaries, taken as a whole (“Leased Real Estate Property”) and a true and complete list of all leases for each such Leased Real Property. Except as would not have a Company Material Adverse Effect, each of the Company and the Company Subsidiaries has a valid leasehold interest in all of its Leased Real Property free and clear of any and all Liens, except Permitted Encumbrances. (c) Except as would not reasonably likely to have a Company Material Adverse Effect, each of the Company and the Company Subsidiaries has good title to, or a valid leasehold interest in, as applicable, all personal property used in their respective businesses free and clear of any and all Liens, except Permitted Encumbrances. Such personal property and Owned Real Property and Leased Real Property (taken as a whole) are in good operating condition and repair (repair, ordinary wear and tear and deferred maintenance excepted). No lienable work , and except for such failures to be in good operating condition and repair which would not reasonably likely to have a Company Material Adverse Effect. (d) Except as has been performed not had a Company Material Adverse Effect: the possession of the Leased Real Property by or on behalf of the Company or any Company Subsidiary on has not been disturbed and, to the Knowledge of the Company, (i) there are no ongoing and unsettled disputes with respect to any Leased Real Property, and (ii) except as would not constitute, individually or in the aggregate, a Material Adverse Effect, to the Knowledge of the Company there are no applicable Laws in effect that would prevent or limit any of the Leased Real Estate for which payment has not been made in full. No improvements Company and Company Subsidiaries from conducting its operations on the Leased Real Estate encroach on a Third Party’s real property or on set-back other restricted areas. No improvements on the Leased Real Estate violate any use or occupancy restriction, limitation, condition or covenant of record or any applicable zoning or building Law or public utility or other easement. There Property as they are no (i)currently conducted.

Real Estate. (a) Section 3.20(a) of the Disclosure Schedule 2.14 contains a complete and accurate list of the Leased Real Estate. Neither following: (1) all real property and interests in real property and the buildings, structures and improvements thereon (the "Owned Property") owned by Company nor any Subsidiary owns any real estate used in the STB Business or is affiliated witha Subsidiary, or has an economic which Company or a Subsidiary is contractually obligated to purchase; (2) all leases (the "Leases") of real property and interests in real property and the buildings, structures and improvements thereon (the "Leased Property") pursuant to which Company or a Subsidiary is the lessee; (3) all contracts or options (and all amendments, extensions and modifications thereto) held by Company or a Subsidiary, or contractual obligations (and all amendments, extensions and modifications thereto) on the part of Company or a Subsidiary to purchase or acquire any interest inin real property; (4) all contracts or options (and all amendments, extensions and modifications thereto) granted by Company or a Subsidiary, or contractual obligations (and all amendments, extensions and modifications thereto) on the other party part of Company or a Subsidiary to any lease sell or sublease for the Leased Real Estate. All of the terms and conditions of the leases or subleases to the Leased Real Estate are as set forth in the written leases and subleases for the Leased Real Estate made available to Purchaser in the Dataroom (collectively, the “Leases”), without any modification dispose of any kind. Other than the Leases, there are no agreements, leases, tenancies, guaranties, licenses interest in real property; and (5) all policies of title insurance issued to Company or assignments a Subsidiary with respect to any real property or premises which would become an obligation or be binding upon or enforceable against Purchaser after Closing. Neither the Company’s nor any Subsidiary’s possession and quiet enjoyment of the Leased Real Estate has been disturbed and there are no disputes with respect to any Lease. Neither the Company nor any Subsidiary owes, or will owe in the future, any brokerage commissions or finder’s fees with respect to any Lease. Neither the Company nor any Subsidiary has subleased, licensed or otherwise granted any Person the right to use or occupy the Leased Real Estate or any portion thereof or has collaterally assigned or granted any other Encumbrance (other than Permitted Encumbrances) in such Lease or any interest thereinFacilities. (b) The Facilities are sufficient for the conduct of the business of Company and the Subsidiaries as such business is now conducted. Except as set forth in Schedule 2.14, Company or a Subsidiary has the right under valid and existing leases or other agreements to occupy and use all Leased Property which it uses in the conduct of their business. Neither the whole nor any portion of the Facilities has been condemned, requisitioned or otherwise taken by any Governmental Authority, and neither Company nor a Subsidiary has received any notice that any such condemnation, requisition or taking is threatened, which condemnation, requisition or taking would preclude or materially impair the current use thereof. All buildings, structures and appurtenances comprising part of the Facilities which are currently being used in the conduct of the business of Company or any Subsidiary are in satisfactory condition and have been reasonably maintained, normal wear and tear excepted. All Facilities have received all required approvals of Governmental Authorities (including, without limitation, permits and a certificate of occupancy or other similar certificate permitting lawful occupancy of the Facilities) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules and regulations. All Facilities are supplied with utilities (including, without limitation, water, sewage, disposal, electricity, gas and telephone) and other services necessary for the operation of such Facilities as currently operated. The improvements constructed on the Leased Real Estate Facilities, including, without limitation, all Leasehold Improvements, and all fixtures and equipment and other tangible assets owned, leased or used by Company or a Subsidiary at the Facilities are (i) insured to the extent and in a manner customary in the industry, (ii) structurally sound with no known defects, (iii) in good operating condition and repair (repair, subject to ordinary wear and tear excepted). No lienable work tear, (iv) not in need of maintenance or repair except for ordinary routine maintenance and repair, the cost of which would not be material, (v) sufficient for the operation of Company's and the Subsidiaries' businesses as presently conducted and (vi) in conformity with all applicable laws, ordinances, orders, regulations and other requirements relating thereto currently in effect. (c) Company has been performed good and marketable title to the Owned Property, subject to no mortgage, pledge, lien, security interest, conditional sale agreement, encumbrance or charge, and there are no encroachments by Company or a Subsidiary on behalf abutting property and no encroachments by others on their properties, except: as reflected in the Recent Balance Sheet; tax, materialmen's or like liens for obligations not yet due or payable or being contested in good faith by appropriate proceedings described in Schedule 2.14; such imperfections of title and encumbrances which do not detract materially from the value thereof for the conduct of the business conducted there, or materially interfere with the use thereof for the conduct of the business conducted there; zoning ordinances, recorded building use and other restrictions and easements of record which do not materially interfere with the use thereof for the conduct of the business conducted there; and mortgages, deeds of trust or other claims and encumbrances, as set forth in Schedule 2.14. Except as set forth in Schedule 2.14, neither Company nor a Subsidiary nor Seller has received any written notice that Company or a Subsidiary is in violation of any zoning, use, occupancy, building, wetlands or environmental regulation, ordinance or other law, order, regulation or requirement relating to the Facilities, including, without limitation, the Americans With Disabilities Act and Environmental Laws. (d) Except as set forth in Schedule 2.14, each Lease is in full force and effect, neither Company nor a Subsidiary on is in default of its obligations under any Lease, and no Lease is subject to or encumbered by any lien or other restriction which impairs the use of the Leased Real Estate for property to which payment has not been made it relates in full. No improvements on the Leased Real Estate encroach on business of Company or a Third Party’s real property or on set-back other restricted areas. No improvements on the Leased Real Estate violate any use or occupancy restriction, limitation, condition or covenant of record or any applicable zoning or building Law or public utility or other easement. There are no (i)Subsidiary as now conducted.

Real Estate. Except as set forth on Schedule 5.14 of the Disclosure Memorandum, (a) Section 3.20(a) Seller is the owner of good and marketable fee simple title to the Owned Real Property, which is free and clear of all Liens and encumbrances except Permitted Liens. The Owned Real Property is assessed for real estate tax purposes as a wholly independent tax lot, separate from any adjoining land or improvements not constituting a part of such parcel. The Seller does not own or hold, or is not obligated under or a party to, any option, right of first refusal or other contractual right to purchase, acquire, sell or dispose of the Disclosure Schedule contains a complete and accurate list of the Leased Owned Real Estate. Neither the Company nor any Subsidiary owns any real estate used in the STB Business or is affiliated with, or has an economic interest in, the other party to any lease or sublease for the Leased Real Estate. All of the terms and conditions of the leases or subleases to the Leased Real Estate are as set forth in the written leases and subleases for the Leased Real Estate made available to Purchaser in the Dataroom (collectively, the “Leases”), without any modification of any kind. Other than the Leases, there are no agreements, leases, tenancies, guaranties, licenses or assignments with respect to any real property or premises which would become an obligation or be binding upon or enforceable against Purchaser after Closing. Neither the Company’s nor any Subsidiary’s possession and quiet enjoyment of the Leased Real Estate has been disturbed and there are no disputes with respect to any Lease. Neither the Company nor any Subsidiary owes, or will owe in the future, any brokerage commissions or finder’s fees with respect to any Lease. Neither the Company nor any Subsidiary has subleased, licensed or otherwise granted any Person the right to use or occupy the Leased Real Estate Property or any portion thereof or has collaterally assigned or granted any other Encumbrance (other than Permitted Encumbrances) in such Lease or any interest therein. (b) The improvements on Selling Companies have not received notice of any condemnation proceedings or other taking, and, to the Leased Knowledge of the Selling Companies, none are pending or threatened, affecting the Owned Real Estate Property or any part thereof or sales or other dispositions of the Owned Real Property or any part thereof in lieu of condemnation. (c) No portion of the Owned Real Property has suffered any material damage by fire or other casualty that has not heretofore been completely repaired and restored. (d) With respect to the Owned Real Property, (i) there is a right of ingress and egress and access to public thoroughfares to and from the Owned Real Property, (ii) the Owned Real Property has adequate water supply and sewer service for the present use thereof and all sewer service and water supply facilities required for the present use of the Owned Real Property are fully installed and operating, and (iii) all curb cut and street opening permits or licenses required for vehicular access to and from any part of the Owned Real Property to any adjoining public street have been obtained and, if required, paid for by the Seller and are in full force and effect. (e) All Permits and Consents of all Governmental Authorities having jurisdiction over the Owned Real Property or from all insurance companies and fire rating and other similar boards and organizations in connection with the construction, use, occupancy, operation and maintenance of the Owned Real Property are in full force and effect in accordance with the respective terms thereof, and none has been amended, assigned, pledged or otherwise transferred. There is no alteration, improvement or change in use of any Owned Real Property caused by any Selling Company that would require any new Permits and Consents of any Governmental Authorities or amendment of any such existing Permits or Consents. The condition and use of the Owned Real Property conforms to each such existing Permits or Consents. To the Knowledge of the Selling Companies, the Seller is in compliance with all Legal Requirements relating to the Owned Real Property including those relating to zoning, building, subdivision and land use restrictions that are applicable to any portion of the Owned Real Property, and the Seller has received no notice of violation or claimed violation of any such Legal Requirements. The use, occupancy and operation of the Owned Real Property as currently used, occupied and operated does not constitute a nonconforming use under the Development Ordinance of the Township of Woodbridge. (f) To the Knowledge of the Selling Companies, (i) the Owned Real Property including, without limitation, all building systems and equipment, all structural components, the roof, all plumbing, electrical, mechanical, heating, ventilating, air conditioning and sprinkler systems, and all sewer, waste water, storm water, paving and parking equipment, systems and facilities, are fully installed, operating, in good operating condition and repair and no extraordinary repair or improvement expense with respect thereto is currently anticipated, and (ordinary wear ii) the electricity service and tear excepted). No lienable work has all other public or private utilities serving the Owned Real Property are fully installed and operating and enter the Owned Real Property through adjoining public streets or through valid easements across adjoining private lands, and all installation, connection and capital recovery charges in connection therewith have been performed by or on behalf paid in full. (g) To the Knowledge of the Selling Companies, there is no pending or proposed, contemplated or anticipated (i) annexation, condemnation, eminent domain or similar proceeding affecting, or that may affect, all or any portion of the Owned Real Property, (ii) proceeding to change or redefine the zoning classification of all or any portion of the Owned Real Property, (iii) imposition of any special or other assessments against the Owned Real Property for public betterments or otherwise, (iv) special assessments affecting the Owned Real Property or any portion thereof that are or would be payable by any Selling Company or any Subsidiary on could result in a Lien against any of the Leased Owned Real Estate Property, (v) change in any applicable Legal Requirement relating to the use, occupation or operation of the Owned Real Property, (vi) tax certiorari proceeding with respect to the Owned Real Property, or (vii) changes in road patterns or grades that may adversely affect access to any roads providing means of ingress or egress from the Owned Real Property. (h) The Seller has received no notice from any Governmental Authority, licensed site remediation professional, insurance company or Board of Fire Underwriters (or organization exercising functions similar thereto) or from any mortgagee requesting the performance of any work or alteration in respect of the Owned Real Property, and there are no outstanding requirements or recommendations from any of the foregoing. (i) Copies of the current real estate tax bills and current utility bills for the Owned Real Property have been delivered to Real Property Purchaser by the Seller. (j) The Seller does not owe any monies to any contractor, subcontractor or materialman for labor or materials performed, rendered or supplied in connection with the Owned Real Property for which payment such person could claim a lien against any of the Owned Real Property. (k) The Seller has not been made in full. No improvements on transferred any development or mineral rights applicable to the Leased Owned Real Estate encroach on a Third Party’s real property or on set-back other restricted areas. No improvements on the Leased Real Estate violate any use or occupancy restriction, limitation, condition or covenant of record or any applicable zoning or building Law or public utility or other easement. There are no (i)Property.

Real Estate. (a) Section 3.20(aHalex does not currently own any real property. Schedule 5.28(a)(i) of accurately lists all real property owned, leased, operated or used by Halex in the Disclosure past relating to the Capitol Adhesives Business. Schedule contains a complete and accurate list of 5.28(a)(ii) lists all real property that Halex leases or subleases from any other Person with respect to the Capitol Adhesives Business (the “Capitol Adhesives Leased Real EstateProperty”). Neither Except as set forth on Schedule 5.28(a)(ii), with respect to each lease and sublease listed on Schedule 5.28(a)(ii), (i) the Company nor any Subsidiary owns any real estate used in the STB Business or is affiliated with, or has an economic interest in, the other party to any lease or sublease for the Leased Real Estate. All of the terms and conditions of the leases or subleases to the Leased Real Estate are as set forth in the written leases and subleases for the Leased Real Estate made available to Purchaser in the Dataroom (collectively, the “Capitol Adhesives Real Property Leases”) is the legal, valid, binding, and enforceable obligation of Halex, and is in full force and effect, except as such enforceability may be limited by applicable insolvency, bankruptcy, reorganization, moratorium or other similar laws affecting creditors’ rights generally, and applicable equitable principles (whether considered in a proceeding at law or in equity), without any modification (ii) there is no default on the part of Halex, and Halex has not received notice of any kind. Other than default by any party thereunder, (iii) to the LeasesKnowledge of Halex, there the other parties to each such lease and sublease are no agreementsnot in violation or default thereunder, leasesand (iv) Halex has provided to Xxxxxxx a true, tenancies, guaranties, licenses or assignments with respect to any real property or premises which would become an obligation or be binding upon or enforceable against Purchaser after Closing. Neither the Company’s nor any Subsidiary’s possession correct and quiet enjoyment complete copy of the Leased Capitol Adhesives Real Estate has been disturbed and there are no disputes with respect to any Lease. Neither the Company nor any Subsidiary owes, or will owe in the future, any brokerage commissions or finder’s fees with respect to any Lease. Neither the Company nor any Subsidiary has subleased, licensed or otherwise granted any Person the right to use or occupy the Leased Real Estate or any portion thereof or has collaterally assigned or granted any other Encumbrance (other than Permitted Encumbrances) in such Lease or any interest thereinProperty Leases. (b) The improvements on There are no pending or, to the Knowledge of Halex, contemplated or threatened, condemnation or eminent domain proceedings against all or any portion of the Capitol Adhesives Leased Real Estate are in good operating condition and repair (ordinary wear and tear excepted)Property. No lienable work has been performed by or on behalf To the Knowledge of the Company or any Subsidiary on any of the Leased Real Estate for which payment has not been made in full. No improvements on the Leased Real Estate encroach on a Third Party’s real property or on set-back other restricted areas. No improvements on the Leased Real Estate violate any use or occupancy restrictionHalex, limitation, condition or covenant of record or any applicable zoning or building Law or public utility or other easement. There there are no (i) public improvements which have been commenced or completed and for which an assessment may be levied against the Capitol Adhesives Leased Real Property, or (ii) planned improvements which may result in any assessment against the Capitol Adhesives Leased Real Property. Halex has not received any notice of violation of any zoning, entitlement, building or other land use regulations or of any covenants, conditions, restrictions, or easements related to the Capitol Adhesives Leased Real Property. (c) Except as set forth on Schedule 5.28(c), the Capitol Adhesives Real Property Leases are freely transferable to Xxxxxxx, and upon the Closing, Xxxxxxx will have all right, title and interest of Halex thereunder.

Real Estate. (ai) Section 3.20(a) of the Disclosure Schedule contains a complete and accurate list of the Leased Real Estate. Neither the Company nor any Subsidiary owns any real estate used in the STB Business or is affiliated with, or has an economic interest in, the other party to any lease or sublease for the Leased Real Estate. All property. (ii) Schedule 2.02(r)(ii) lists each of the terms and conditions of real properties leased, subleased, licensed or occupied by the leases Company or subleases any Subsidiary as tenants, subtenants, licensees or occupants (the “Leased Premises”). The Leased Premises are leased to the Leased Real Estate are as set forth in the Company or a Subsidiary pursuant to written leases leases, subleases, licenses or agreements, correct and subleases for the Leased Real Estate complete copies of which have previously been made available to Purchaser in through the Dataroom (collectively, the “Leases”), without any modification of any kindData Room. Other than the Leases, there are no agreements, leases, tenancies, guaranties, licenses or assignments All leases with respect to any real property or premises which would become an obligation or be the Leased Premises are valid, binding upon or enforceable against Purchaser after Closing. Neither and in full force and effect as to the Company and the Subsidiaries, and, to the Company’s nor any Subsidiary’s possession and quiet enjoyment of knowledge, the Leased Real Estate has been disturbed and there are no disputes with respect to any Leaseother parties thereto, except as limited by the General Enforceability Exceptions. Neither the Company nor any Subsidiary oweshas received notice that the Company or any Subsidiary is in default thereunder and, to the Company’s knowledge, no default by the other contracting parties has occurred thereunder. Neither the Company nor any Subsidiary has received notice that any of the improvements comprising the Leased Premises, or will owe the businesses conducted by the Company or any Subsidiary thereon, are in violation of any building line or use or occupancy restriction, limitation, condition or covenant of record or any zoning or building Law, code or ordinance or public utility or other easements. (iii) To the futureCompany’s knowledge, any brokerage commissions there are no condemnation Actions or finderproceedings pending, or to the Company’s fees knowledge, threatened with respect to any Leasethe Leased Premises. Neither the Company nor any Subsidiary has subleased, licensed or otherwise granted any Person person the right to use or occupy the Leased Real Estate Premises or any portion thereof or has collaterally assigned or granted any other Encumbrance (other than Permitted Encumbrances) in such Lease or any interest thereinthereof. (b) The improvements on the Leased Real Estate are in good operating condition and repair (ordinary wear and tear excepted). No lienable work has been performed by or on behalf of the Company or any Subsidiary on any of the Leased Real Estate for which payment has not been made in full. No improvements on the Leased Real Estate encroach on a Third Party’s real property or on set-back other restricted areas. No improvements on the Leased Real Estate violate any use or occupancy restriction, limitation, condition or covenant of record or any applicable zoning or building Law or public utility or other easement. There are no (i)

Real Estate. (ai) Section 3.20(aSchedule 2.2(v)(i) sets forth the address of each Owned Real Property. With respect to each Owned Real Property: (A) the Disclosure Schedule contains a complete Acquired Companies have good and accurate list marketable indefeasible fee simple title to such Owned Real Property, free and clear of the Leased Real Estate. Neither the Company nor any Subsidiary owns any real estate used in the STB Business or is affiliated withall Claims, or has an economic interest inexcept Permitted Claims, the other party to any lease or sublease for the Leased Real Estate. All of the terms and conditions of the leases or subleases to the Leased Real Estate are (B) except as set forth in the written leases and subleases for the Leased Real Estate made available to Purchaser in the Dataroom (collectively, the “Leases”Schedule 2.2(v)(i), without any modification of any kind. Other than the Leases, there are no agreements, leases, tenancies, guaranties, licenses or assignments with respect to any real property or premises which would become an obligation or be binding upon or enforceable against Purchaser after Closing. Neither the Company’s nor any Subsidiary’s possession and quiet enjoyment of the Leased Real Estate Acquired Company has been disturbed and there are no disputes with respect to any Lease. Neither the Company nor any Subsidiary owes, or will owe in the future, any brokerage commissions or finder’s fees with respect to any Lease. Neither the Company nor any Subsidiary has subleased, licensed 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 Leased right of Parent pursuant to this Agreement, there are no outstanding options, rights of first offer or rights of first refusal to purchase or lease such Owned Real Estate Property or any portion thereof or has collaterally assigned interest therein. No Acquired Company is a party to any agreement or granted option to purchase any other Encumbrance (other than Permitted Encumbrances) in such Lease real property or any interest therein. (bii) No Acquired Company is obligated or bound by any options, obligations or rights of first refusal or contractual rights to sell, lease or acquire any real property. Except as set forth on Schedule 2.2(v)(ii) (such premises, the “Leased Premises”), no Acquired Company leases, subleases, licenses or occupies any real property. The Leased Premises are leased, subleased, licensed to or occupied by the Acquired Companies pursuant to each lease, sublease, license or occupancy agreement set forth on Schedule 2.2(v)(ii), a true and complete copy of which, including all amendments thereto, has been delivered to Parent (each a “Lease” and collectively, the “Leases”). Each Lease is in full force and effect. The Acquired Companies and, to Seller’s Knowledge, the landlord, and other third parties are in compliance with each Lease, and no default by any Acquired Company (or to Seller’s Knowledge, the landlord or any other third party) exists under any Lease, nor to Seller’s Knowledge does any condition exist that, with the giving of notice or the passage of time or both would constitute a default under any Lease. The Acquired Companies have the right to use all of the Leased Premises for the full term of each Lease (and any renewal options) relating thereto. The Acquired Companies have valid leasehold interests in the Leased Premises, free and clear of all Claims, other than Permitted Claims. The Acquired Companies have not assigned, transferred or pledged any interest in any Lease. (iii) The Leased Premises and Owned Real Property: (A) are not in possession of any adverse possessors; (B) are not subject to any leases or tenancies of any kind (except for the Leases and the leases set forth on Schedule 2.2(v)(ii)); (C) are used in a manner which is consistent with and permitted by applicable zoning ordinances and other Laws or regulations without special use approvals or permits and are not classified as a non-conforming use; (D) are, and have been, since the date of possession and use by the Acquired Companies, in the peaceful possession of the Acquired Companies; (E) are served by all water, sewer, electrical, telephone, drainage and other utilities required for the Acquired Companies’ operations; (F) require no work or improvements on the Leased Real Estate to bring into compliance with any Law; (G) are in good operating condition and repair (ordinary wear and tear excepted)expected) and suitable and adequate for continued use in the manner in which they are currently used; and (H) do not require material expenditures to be made for the repair, replacement or maintenance of any improvements. To Seller’s Knowledge, there is no Proceeding pending, threatened or contemplated relating to the Leased Premises or Owned Real Property. There is no violation in any material respect of any recorded restriction, condition or agreement affecting the Leased Premises or Owned Real Property. No lienable work Acquired Company has received notice of, and there does not exist, and the present uses, occupancies and operations will not result in a, violation of, any zoning, building, fire or similar Law, ordinance, Order, directive or regulation respecting the Leased Premises, Owned Real Property or any part thereof. There has been performed no damage or loss to the Leased Premises or Owned Real Property by any fire or on behalf other casualty, any act of the Company God or any Subsidiary on hazard prior to the date hereof. No Acquired Company has received any notice of proposed increases in real estate tax assessments for the Leased Premises or Owned Real Property. To Seller’s Knowledge, there are no options, rights of first offer or rights of first refusal to purchase or lease any of the Leased Real Estate for which payment has not been made in full. No improvements on the Leased Real Estate encroach on a Third Party’s real property or on set-back other restricted areas. No improvements on the Leased Real Estate violate any use or occupancy restriction, limitation, condition or covenant of record Premises or any applicable zoning portion thereof or building Law or public utility or other easement. There are no (i)interest therein.

Real Estate. (a) Section 3.20(a) Except for the Fort Xxxxx, Florida property to be the subject of the Disclosure Schedule contains a complete and accurate list of the Leased Real Estate. Neither the Company nor any Subsidiary owns any Fort Xxxxx Lease, there is no real estate owned by the Seller used primarily in the STB Business as a showroom, warehouse or is affiliated with, or has an economic interest in, the other party to any lease or sublease for the Leased Real Estateclearance center. All of the terms and conditions of the leases or subleases to the Leased Real Estate are Except as set forth in the written leases and subleases for the Leased Schedule 3.14(a), no Related Party has any interest in any real property subject to a Transferred Real Estate made available to Purchaser in Lease or a Subleased Real Estate Lease. (b) Real Estate Leases. Schedule 3.14(b) sets forth a list of all of the Dataroom (collectively, Transferred Real Estate Leases and all of the “Leases”), without any modification of any kind. Other than the Subleased Real Estate Leases, there are no agreements, leases, tenancies, guaranties, licenses or assignments including the identification of each of the lessors with respect to any real property or premises which would become an obligation or be binding upon or enforceable against Purchaser after Closing. Neither Transferred Real Estate Interests and the Company’s nor any Subsidiary’s possession and quiet enjoyment street addresses of the Leased all of the real estate demised under any of the Transferred Real Estate Leases and the Subleased Real Estate Leases. Except as set forth in Schedule 3.14(b), Seller is the lessee under all Transferred Real Estate Leases and Subleased Real Estate Leases, Seller is in actual, exclusive possession of the Principal Premises, and no party other than Seller has any right to possession, occupancy or use of any of the Transferred Real Estate Interests, subject to customary rights of landlords to enter leased premises under certain circumstances or as specified in the Transferred Real Estate Leases and Subleased Real Estate Leases. Correct and complete copies of each of the Transferred Real Estate Leases and the Subleased Real Estate Leases, including all amendments, modifications, waivers and extensions, and together with all subordination, non-disturbance and/or attornment agreements related thereto have been provided by Seller to Buyer. Seller has good, valid and indefeasible title to all the leasehold estates conveyed under each of the Transferred Real Estate Leases and the Subleased Real Estate Leases free and clear of all Encumbrances, other than Permitted Encumbrances. (c) Except as set forth in Schedule 3.14(c), the basic rent, all additional rent and all other changes and amounts currently payable under the Transferred Real Estate Leases and the Subleased Real Estate Leases by the lessee thereunder have been paid to date. Except to the extent set forth on Schedule 3.14(c), all improvements or non-routine maintenance required to be performed at the Specified Locations or the Assumed Locations under the Transferred Real Estate Leases by the lessors thereunder or by Seller has been disturbed and there performed in all material respects, and, to the extent that Seller is responsible for payment of such work, has been fully paid for, whether directly to the contractor performing such work or to such lessor as reimbursement therefor, except for items which Seller is disputing in good faith (which items are set forth in Schedule 3.14(c)). (d) There are no disputes with respect to any Lease. Neither the Company nor any Subsidiary owes, or will owe in the future, any brokerage commissions or finder’s fees due from Seller which are unpaid with respect regard to any Lease. Neither the Company nor any Subsidiary has subleased, licensed or otherwise granted any Person the right to use or occupy the Leased Real Estate or any portion thereof or has collaterally assigned or granted any other Encumbrance (other than Permitted Encumbrances) in such Lease or any interest therein. (b) The improvements on the Leased Real Estate are in good operating condition and repair (ordinary wear and tear excepted). No lienable work has been performed by or on behalf of the Company or any Subsidiary on any of the Leased Transferred Real Estate for which payment has not been made in full. No improvements on Leases or the Leased Transferred Real Estate encroach on a Third Party’s real property Interests or on set-back other restricted areas. No improvements on which will become due at any time in the Leased future with regard to the Transferred Real Estate violate any use Leases or occupancy restriction, limitation, condition or covenant of record or any applicable zoning or building Law or public utility or other easement. There are no (i)the Transferred Real Estate Interests.

Real Estate. (a) Section 3.20(a) All Real Estate owned or leased by the Borrower and its Subsidiaries as of the Disclosure Closing Date is listed on Schedule contains a complete 4.21, and accurate list none of the Leased Borrower or any Subsidiary utilizes any other real property in connection with the operation and conduct of its business the loss of use of which (either individually or in the aggregate for all such real property) could reasonably be expected to have a Material Adverse Effect. Except as may be a Permitted Lien or as listed on Schedule 4.21, no other parties occupy or use, or have a right to occupy or use, any Real Estate. Neither the Company nor any Subsidiary owns any real estate used in the STB Business or is affiliated with, or has an economic interest in, the other party to any lease or sublease for the Leased Real Estate. All of the terms and conditions of the leases or subleases to the Leased Real Estate are as set forth in the written leases and subleases for the Leased Real Estate made available to Purchaser in the Dataroom (collectively, the “Leases”), without any modification of any kind. Other than the Leases, there are no agreements, leases, tenancies, guaranties, licenses or assignments with respect to any real property or premises which would become an obligation or be binding upon or enforceable against Purchaser after Closing. Neither the Company’s nor any Subsidiary’s possession and quiet enjoyment of the Leased Real Estate has been disturbed and there are no disputes with respect to any Lease. Neither the Company nor any Subsidiary owes, or will owe in the future, any brokerage commissions or finder’s fees with respect to any Lease. Neither the Company nor any Subsidiary has subleased, licensed or otherwise granted any Person the right to use or occupy the Leased Real Estate or any portion thereof or has collaterally assigned or granted any other Encumbrance (other than Permitted Encumbrances) in such Lease or any interest therein. (b) The improvements on Each of the Leased Borrower and its Subsidiaries has delivered to the Agent true, correct and complete copies of all leases, subleases and other agreements in effect as of the Closing Date relating to leased Real Estate where Collateral having a value in excess of $1,000,000 is maintained in the ordinary course of business (the “Real Estate Leases”). Each Real Estate Lease is in full force and effect and is enforceable in accordance with its respective terms. To the knowledge of the Borrower, none of the Borrower, any Subsidiary or any counterparty to a Real Estate Lease is in default thereof, and no written notices of default have been sent or received under the Real Estate Leases by the Borrower or any Subsidiary, in each case to the extent the same could reasonably be expected to cause a Material Adverse Effect. (c) There are no pending or, to the Borrower’s knowledge, threatened, condemnation proceedings, lawsuits or administrative actions relating to any Real Estate. No Real Estate has suffered material damage or any casualty which has not been repaired and restored. The Real Estate, including all improvements, facilities, fixtures, furnishings and equipment and all mechanical and utility infrastructure, are in good operating condition and repair (ordinary wear and tear excepted). No lienable work has been performed by or on behalf repair, sufficient for the ongoing operation of the Company or any Subsidiary on any of business conducted by the Leased Real Estate for which payment has not been made in full. No improvements on the Leased Real Estate encroach on a Third Party’s real property or on set-back other restricted areas. No improvements on the Leased Real Estate violate any use or occupancy restriction, limitation, condition or covenant of record or any applicable zoning or building Law or public utility or other easementBorrower and its Subsidiaries. There are no material capital repairs or replacements required to be made to the Real Estate for the ongoing operation of such business thereon, and no material deferred maintenance which has not been undertaken on or prior to the date hereof. (i)d) The properties of the Borrower and its Subsidiaries are insured with financially sound and reputable insurance companies which are not Affiliates of the Borrower or any Subsidiary, in such amounts with such deductibles and covering such risks as are customarily carried by companies engaged in similar businesses and owning similar properties in localities where the Borrower or any applicable Subsidiary operates.

Real Estate. (a) Section 3.20(a) of the The Disclosure Schedule contains sets forth a complete and accurate list legal description of the Leased Real Estate. Neither the Company nor any Subsidiary owns any real estate used in the STB Business or is affiliated with, or has an economic interest in, the other party to any lease or sublease for the Leased Real Estate. All together with a summary description of the terms buildings, structures and conditions other improvements thereon including the Leasehold Improvements and the zoning classification of the leases or subleases to the Leased Real Estate are each parcel. Except as set forth in the written leases Disclosure Schedule, and subleases for subject to the Leased terms of the Real Estate made available Leases, Seller has good title to Purchaser the Leasehold Improvements free and clear of all Liens, defects in title and other burdens and restrictions. Except as set forth in the Dataroom (collectivelyDisclosure Schedule, the “respective lessors in the case of the Affiliate Real Estate Leases”, and to the knowledge of Seller the lessor of the Real Estate Lease (Orange Facility), without any modification have good title to the Real Estate leased to Seller, free and clear of any kind. Other than the Leasesall Liens, there are no agreements, leases, tenancies, guaranties, licenses or assignments with respect to any real property or premises which would become an obligation or be binding upon or enforceable against Purchaser after Closing. defects in title and other burdens and restrictions. (b) Neither the Company’s whole nor any Subsidiary’s possession and quiet enjoyment portion of the Leased Real Estate has been disturbed which is the subject of the Affiliate Real Estate Leases, and there are no disputes with respect to any Lease. Neither Seller's knowledge neither the Company whole nor any Subsidiary owes, or will owe in the future, any brokerage commissions or finder’s fees with respect to any Lease. Neither the Company nor any Subsidiary has subleased, licensed or otherwise granted any Person the right to use or occupy the Leased Real Estate or any portion thereof or has collaterally assigned or granted any other Encumbrance (other than Permitted Encumbrances) in such Lease or any interest therein. (b) The improvements on the Leased Real Estate are in good operating condition and repair (ordinary wear and tear excepted). No lienable work has been performed by or on behalf of the Company or any Subsidiary on any of the Leased Real Estate for which payment is the subject of the Real Estate Lease (Orange), has not been made in fullcondemned, requisitioned or otherwise taken by any public authority. No improvements on written notice of such condemnation, requisition or taking has been served upon Seller, any lessor of the Leased Real Estate encroach on a Third Party’s real property which is the subject of the Affiliate Real Estate Leases, or on set-back other restricted areas. No improvements on to Seller's knowledge the lessor of the Leased Real Estate violate which is the subject of the Real Estate Lease (Orange Facility), and to Seller's knowledge no such condemnation, requisition or taking is threatened or contemplated. (c) None of the Real Estate which is the subject of the Affiliate Real Estate Leases, and to the knowledge of Seller none of the Real Estate which is the subject of the Real Estate Lease (Orange Facility), is located in a flood plain, wetlands or lakeshore erosion area within the meaning of any use Law, except that the Seller is aware that the Anaheim Facility may be in a one hundred (100) year flood plain; provided, however, that in the event there is any damage or occupancy restrictiondestruction to the Anaheim Facility, limitationSeller is permitted under existing Law to repair, condition rebuild or covenant of record or any applicable zoning or building Law or public utility or other easement. There are no (i)replace the Anaheim Facility.

Real Estate. (a) Section 3.20(a) 4.15 of the Company Disclosure Schedule contains sets forth a true, correct, and complete and accurate list of all of the real property owned or leased by the Company and its Subsidiaries, other than the Patented Claims, the Unpatented Claims, the Millsites and the Tunnel Sites. The Company or one or more of its Subsidiaries has good and marketable fee simple title to all of its owned real property disclosed or required to be disclosed on Section 4.15 of the Company Disclosure Schedule (the “Company Owned Properties”), and the Company and each of its Subsidiaries has a valid and subsisting leasehold estate in all of its leased real property disclosed or required to be disclosed on Section 4.15 of the Company Disclosure Schedule (the “Company Leased Real EstatePremises,” and together with the Company Owned Properties, the “Company Properties”), in each case free and clear of all Liens other than Permitted Liens. Neither the Company nor any Subsidiary owns of its Subsidiaries (i) currently lease all or any real estate used in the STB Business or is affiliated with, or has an economic interest in, the other party to any lease or sublease for the Leased Real Estate. All part of the terms Company Owned Properties or (ii) has received written notice of any pending, and conditions to the Knowledge of the leases or subleases to the Leased Real Estate are as set forth in the written leases and subleases for the Leased Real Estate made available to Purchaser in the Dataroom (collectivelyCompany there is no threatened, the “Leases”), without any modification of any kind. Other than the Leases, there are no agreements, leases, tenancies, guaranties, licenses or assignments condemnation proceeding with respect to any real property of the Company Owned Properties. With respect to the Company Leased Premises, (a) all leases under which the Company or premises which one of its Subsidiaries leases any Company Leased Premises (the “Real Property Leases”) are valid and in full force and effect and constitute binding obligations of the Company or one of its Subsidiaries and the counterparties thereto, in accordance with their respective terms, (b) there is not any existing default by the Company or any of its Subsidiaries under any of the Real Property Leases that would become an obligation give the lessor under such Real Property Lease the right to terminate such Real Property Lease or be binding upon amend or enforceable against Purchaser after Closing. Neither modify such Real Property Lease in a manner adverse to the Company’s , and (c) neither the Company nor any Subsidiary’s possession and quiet enjoyment of its Subsidiaries nor, to the Knowledge of the Leased Company, any third party, has violated any provision of, or committed or failed to perform any act which, with or without notice, lapse of time or both would constitute a default under the provisions of, any Real Estate has been disturbed and there are no disputes with respect to any Property Lease. Neither the Company nor any Subsidiary owesof its Subsidiaries has assigned, or will owe in the futurepledged, any brokerage commissions or finder’s fees with respect to any Lease. Neither the Company nor any Subsidiary has subleasedmortgaged, licensed hypothecated or otherwise granted transferred any Person the right to use or occupy the Leased Real Estate or any portion thereof or Property Lease nor has collaterally assigned or granted any other Encumbrance (other than Permitted Encumbrances) in such Lease or any interest therein. (b) The improvements on the Leased Real Estate are in good operating condition and repair (ordinary wear and tear excepted). No lienable work has been performed by or on behalf of the Company or any of its Subsidiaries entered into with any other Person (other than another wholly-owned Subsidiary on any of the Leased Real Estate for which payment has not been made in full. No improvements on Company) any sublease, license or other agreement that is material to the Leased Real Estate encroach on Company and its Subsidiaries, taken as a Third Party’s real property or on set-back other restricted areas. No improvements on whole, and that relates to the Leased Real Estate violate any use or occupancy restriction, limitation, condition or covenant of record all or any applicable zoning portion of the Company Leased Premises. True, correct, and complete copies of all Real Property Leases, and, with respect to the Company Owned Properties, true, correct, and complete copies of all deeds, title insurance policies, and surveys have been delivered or building Law or public utility or other easement. There are no (i)otherwise made available to Parent by the Company.

Real Estate. (a) Section 3.20(a) of the Disclosure Schedule contains a complete and accurate list of the Leased Real Estate. Neither the Company nor any Subsidiary of its Subsidiaries owns any real estate used in the STB Business or is affiliated withestate, or has an economic interest inthe option to acquire any real estate, other than the other party to any lease or sublease for premises identified in the Leased Disclosure Statement (the "Real Estate"). The Disclosure Statement accurately sets forth the street addresses of the Real Estate. All The Real Estate is not subject to any leases or tenancies. None of the terms and conditions of improvements comprising the leases or subleases to the Leased Real Estate are as set forth in the written leases and subleases for the Leased Real Estate made available to Purchaser in the Dataroom (collectively, the “Leases”), without any modification of any kind. Other than the Leases, there are no agreements, leases, tenancies, guaranties, licenses or assignments with respect to any real property or premises which would become an obligation or be binding upon or enforceable against Purchaser after Closing. Neither the Company’s nor any Subsidiary’s possession and quiet enjoyment of the Leased Real Estate has been disturbed and there are no disputes with respect to any Lease. Neither the Company nor any Subsidiary owes, or will owe in the future, any brokerage commissions or finder’s fees with respect to any Lease. Neither the Company nor any Subsidiary has subleased, licensed or otherwise granted any Person the right to use or occupy the Leased Real Estate or any portion thereof the businesses conducted or has collaterally assigned or granted any other Encumbrance (other than Permitted Encumbrances) in such Lease or any interest therein. (b) The improvements on the Leased Real Estate are in good operating condition and repair (ordinary wear and tear excepted). No lienable work has been performed proposed to be conducted by or on behalf of the Company or any Subsidiary on any its Subsidiaries thereon are in material violation of the Leased Real Estate for which payment has not been made in full. No improvements on the Leased Real Estate encroach on a Third Party’s real property or on set-back other restricted areas. No improvements on the Leased Real Estate violate any use or occupancy restriction, limitation, condition or covenant of record or any applicable zoning or building Law law, code, ordinance or public utility easement or any other applicable law. No material expenditures are required to be made for the repair or maintenance of any improvements on the Real Estate or for the Real Estate to be used for its intended purposes. (b) Neither the Company nor any of its Subsidiaries leases or licenses any real estate other than the premises identified in the Disclosure Statement as being so leased or licensed (the "Leased Premises"). The Leased Premises are leased to the Company or its Subsidiaries pursuant to written leases, true, correct and complete copies, including all amendments thereto, of which have been provided to ADS or its counsel. None of the improvements comprising the Leased Premises, or the businesses conducted by the Company or its Subsidiaries thereon, are in violation of any building line or use or occupancy restriction, limitation, condition or covenant of record or any zoning or building law, code or ordinance, public utility or other easementeasements or other applicable law. No expenditures are required to be made for the repair or maintenance of any improvements on the Leased Premises which exceed, in the aggregate, $20,000 per year other than routine repairs and maintenance in the ordinary course of business. The Company or its Subsidiaries have valid leasehold interests in the Leased Premises, which leasehold interests are free and clear of all Liens other than Permitted Encumbrances. Neither the Company nor its Subsidiaries are in default under any material agreement relating to the Leased Premises nor is any other party thereto in default thereunder. All options in favor of the Company or its Subsidiaries to purchase any of the Leased Premises, if any, are in full force and effect. (c) There are no condemnation proceedings pending against the Company or, to its knowledge, threatened with respect to any portion of the Real Estate or the Leased Premises. (i)d) The buildings and other facilities located on the Real Estate and the Leased Premises are free of any patent structural or engineering defects or, to the Company's knowledge, any material latent structural or engineering defects.

Real Estate. (a) Section 3.20(a) Schedule 3.14 lists each parcel of real estate owned by the Disclosure Schedule contains a complete and accurate list of the Leased Company or its Subsidiaries ("Owned Real Estate"). Neither Except as set forth on Schedule 3.14, the Company or its applicable Subsidiary has good and marketable title to all Owned Real Estate, including the buildings, structures, fixtures and improvements situated thereon, in each case free and clear of all Encumbrances other than Permitted Encumbrances, except for such failure to have good and marketable title as would not be reasonably likely to have a Material Adverse Effect. Except as disclosed in the Company Disclosure Schedule, neither the Company nor any Subsidiary owns of its Affiliates has received any notice from any Governmental Authority of any zoning, building, fire or health code violation in respect of the Owned Real Estate, other than any such violation that has been corrected or as would not be reasonably likely to have a Material Adverse Effect. Except as set forth in the Company Disclosure Schedule, none of the Company or its Subsidiaries has leased or otherwise granted to any Person the right to use or occupy the Owned Real Estate or any portion thereof and there are no outstanding options, rights of first refusal, or rights of first offer to purchase any of the Owned Real Estate or any portion thereof. There is no condemnation, expiration or other proceeding in eminent domain pending or threatened, affecting any parcel of Owned Real Estate or any portion thereof or interest therein except for such condemnation, expiration or other proceedings as would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect. (b) Schedule 3.14 lists each parcel of real estate used in leased by the STB Business Company or is affiliated with, or has an economic interest in, the other party to any lease or sublease for the its Subsidiaries ("Leased Real Estate. All "), including identification of the terms lessor and conditions of street address. Other than for exceptions to the following set forth on the Company Disclosure Schedule: (i) the leases or subleases relating to the Leased Real Estate are in full force and effect and are legal, valid, binding and enforceable in accordance with their respective terms, except to the extent such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting the enforcement of creditors' rights or by general equitable principles; (ii) no material amount payable under any such leases is past due; (iii) each party thereto has complied with all material commitments and obligations on its part to be performed or observed under each such lease; (iv) except as set forth in the written leases and subleases for the Leased Real Estate made available to Purchaser in the Dataroom (collectivelyon Schedule 3.14, the “Leases”), without any modification of any kind. Other than the Leases, there are no agreements, leases, tenancies, guaranties, licenses or assignments with respect to any real property or premises which would become an obligation or be binding upon or enforceable against Purchaser after Closing. Neither the Company’s nor any Subsidiary’s possession and quiet enjoyment of the Leased Real Estate has been disturbed and there are no disputes with respect to any Lease. Neither neither the Company nor any Subsidiary owesof its Subsidiaries has received any notice of a default (which has not been cured), offset or counterclaim under any such lease, or will owe any other communication calling upon it to comply with any provision of any such lease or asserting non-compliance or default; (v) the Company and its Subsidiaries have a valid leasehold interest in the futureLeased Real Estate, any brokerage commissions or finder’s fees with respect to any Lease. Neither free and clear of all Encumbrances, other than Permitted Encumbrances; and (vi) neither the Company nor any Subsidiary has of its Subsidiaries have subleased, licensed or otherwise granted any Person the right to use or occupy the Leased Real Estate or any portion thereof thereof. There is no condemnation, expiration or has collaterally assigned other proceeding in eminent domain pending or granted threatened, affecting any other Encumbrance (other than Permitted Encumbrances) in such Lease or any interest therein. (b) The improvements on the parcel of Leased Real Estate are in good operating condition and repair (ordinary wear and tear excepted). No lienable work has been performed by or on behalf of the Company or any Subsidiary on any of the Leased Real Estate portion thereof or interest therein except for which payment has not been made in full. No improvements on the Leased Real Estate encroach on a Third Party’s real property or on set-back other restricted areas. No improvements on the Leased Real Estate violate any use or occupancy restrictionsuch condemnation, limitation, condition or covenant of record or any applicable zoning or building Law or public utility expiration or other easement. There are no (i)proceedings as would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect.

Real Estate. (a) Section 3.20(aSchedule 3.6(a) sets forth the legal description of the Disclosure Schedule contains a complete Transferred Real Estate, which Seller represents (and accurate list the Title Policy, and Survey shall confirm) includes the land, buildings and improvements utilized by Seller in the operation of the Leased Real EstateBusinesses at that location. Neither Seller has the Company nor exclusive right to possess, use and occupy (other than any Subsidiary owns any real estate used in the STB Business or is affiliated with, or has an economic interest in, the other party to any lease or sublease for the Leased Real Estate. All of the terms and conditions of the leases or subleases to the Leased Real Estate are as set forth in the written leases and subleases for the Leased Real Estate made available to Purchaser in the Dataroom (collectively, the “Leases”), without any modification of any kind. Other than the Leases, there are no agreements, leases, tenancies, guaranties, licenses or assignments with respect to any real property or premises which would become an obligation or be binding upon or enforceable against Purchaser after Closing. Neither the Company’s nor any Subsidiary’s possession and quiet enjoyment of the Leased Real Estate has been disturbed and there are no disputes with respect to any Lease. Neither the Company nor any Subsidiary owes, or will owe in the future, any brokerage commissions or finder’s fees with respect to any Lease. Neither the Company nor any Subsidiary has subleased, licensed or otherwise granted any Person the Person's right to use or occupy the Transferred Real Estate as a result of a Permitted Lien), subject to the terms on any leases of Leased Transferred Real Estate. Seller has good and valid title in fee simple indefeasible to all Transferred Real Estate listed on Schedule 3.6(a) as owned by Seller ("Owned Transferred Real Estate") free and clear of all Liens of any kind other than Permitted Liens. Seller has good and valid leasehold title to all Transferred Real Estate listed on Schedule 3.6(a) as leased by Seller ("Leased Transferred Real Estate"). Seller has such utilities and such rights of ingress and egress to and from the Transferred Real Estate which are adequate for the operation of the Businesses in the ordinary course. Seller represents (and Buyer's Title Policy shall, to the extent available in Texas, affirmatively insure) that, to the Seller's Knowledge: (i) the easement and development standards set forth in exhibits B and C attached to the deeds to the Owned Transferred Real Estate are not violated in any material respect by the existing uses and improvements; and (ii) the grantor repurchase option in exhibit D to such deeds is no longer effective. Schedule 3.6(b) describes any real property interests to be retained by Seller ("Retained Real Estate"). (b) To Seller's Knowledge, Seller enjoys (and as of the Closing Date, Buyer will enjoy) peaceful and quiet possession of the Leased Transferred Real Estate. Buyer has been provided with a true and complete copy of each lease and all amendments thereto pertaining to any Leased Transferred Real Estate. The rental amounts set forth in each lease represent the actual rental being paid, and there are no separate agreements or understanding amending or modifying such rental amounts. (c) To Seller's Knowledge, there are no condemnation proceedings or eminent domain proceedings of any kind pending against the Transferred Real Estate or any portion thereof thereof, and no notice of any threatened condemnation proceedings or has collaterally assigned or granted eminent domain proceedings of any other Encumbrance (other than Permitted Encumbrances) in such Lease kind against the Transferred Real Estate Assets or any interest thereinportion thereof has been received by Seller. (bd) The To Seller's Knowledge, all improvements comprising part of the Owned Transferred Real Estate and the present use and conditions thereof do not violate: (i) any applicable deed restrictions or applicable covenants, restrictions or other similar agreements; (ii) any existing site plan approvals, zoning or subdivision regulations; or (iii) any urban redevelopment plans, as modified by any duly issued variances. (e) No permits, licenses or certificates pertaining to the ownership or operation of all improvements comprising part of the Transferred Real Estate, other than those that will be transferred with the Transferred Real Estate, are required by any Governmental Authority having jurisdiction over the Transferred Real Estate. All improvements located on any parcel of land comprising part of the Leased Owned Transferred Real Estate are in good operating condition wholly within the lot limits of such parcel and repair (ordinary wear and tear excepted). No lienable work has been performed by or on behalf of the Company or any Subsidiary do not encroach on any of the Leased Real Estate for which payment has not been made in full. No improvements on the Leased Real Estate encroach on a Third Party’s real property or on set-back other restricted areas. No improvements on the Leased Real Estate violate any use or occupancy restrictionadjoining premises, limitation, condition or covenant of record or any applicable zoning or building Law or public utility or other easement. There and there are no (i)encroachments on such parcel by any improvements located on any adjoining premises.

Real Estate. (a) There is no real property owned by a Selling Party or any of its Subsidiaries necessary or useful in the operation of the Purchased Business. (b) Section 3.20(a2.12(b) of the Parent Disclosure Schedule contains lists all Real Property Leases to which such Selling Party or any of its Subsidiaries is a complete party. Such Selling Party or its applicable Subsidiary has a good and accurate list valid leasehold interest in and to all of the Leased Real EstateProperty under which it is a tenant or lessee, subject to no Encumbrances except for Permitted Liens. Neither Each Real Property Lease is in full force and effect and is enforceable in accordance with its terms as of the Company nor date hereof. Except as disclosed in Section 2.12(b) of the Parent Disclosure Schedule, to the best knowledge of such Selling Party, there exists no default or condition which, with the giving of notice, the passage of time or both, could become a material default under any Subsidiary owns Real Property Lease. Such Selling Party has previously delivered to Mpower or provided Mpower with access to true, complete, and correct copies of all the Real Property Leases. Except as described in Section 2.12(b) of the Parent Disclosure Schedule, (i) no consent, waiver, approval or authorization by a landlord is required under any real estate used Real Property Lease as a result of the execution of this Agreement or the Related Agreements or the consummation of the transactions contemplated hereby or thereby; provided, however, that with respect to co-location agreements and right of entry agreements entered in the STB ordinary course of business, no consent, waiver, approval or authorization by a landlord is required except as, individually or in the aggregate, would affect the Purchased Business or is affiliated with, or has an economic interest in, the other party to in any lease or sublease for the Leased Real Estate. All of the terms and conditions of the leases or subleases to the Leased Real Estate are material respect; except as set forth in Section 2.12(b)(ii) of the written leases and subleases for the Leased Real Estate made available to Purchaser in the Dataroom (collectivelyParent Disclosure Schedule, the “Leases”), without any modification of any kind. Other than the Leases, there are no agreements, leases, tenancies, guaranties, licenses security deposit or assignments portion thereof deposited with respect to any real property or premises which would become an obligation or be binding upon or enforceable against Purchaser after Closing. Neither the Company’s nor any Subsidiary’s possession and quiet enjoyment of the Leased Real Estate Property Lease has been disturbed and there are no disputes with applied or is reasonably expected to be applied in respect to any Lease. Neither the Company of a breach or default under such Real Property Lease which has not been redeposited in full; (iii) neither Selling Party nor any Subsidiary owes, or will owe in the future, any brokerage commissions or finder’s 's fees with respect to any Real Property Lease. Neither ; (iv) the Company other party to such Real Property Lease is not an affiliate of, and otherwise does not have any economic interest in, such Selling Party or any Subsidiary; (v) neither Selling Party nor any Subsidiary of such Selling Party's Subsidiaries has subleased, licensed or otherwise granted any Person person the right to use or occupy the such Leased Real Estate Property or any portion thereof or other than pursuant to co-location rights granted in the ordinary course of business; and (vi) neither Selling Party nor any of such Selling Party's Subsidiaries has collaterally assigned or granted any other Encumbrance (other than Permitted Encumbrances) security interest in such any Real Property Lease or any interest therein. (bc) The improvements on Leased Real Property constitutes all of the real property owned, leased, occupied or otherwise used in connection with the Purchased Business. Except as disclosed in Section 2.12(c) of the Parent Disclosure Schedule, other than a Selling Party and its Subsidiaries and, with respect to co-location agreements entered into in the ordinary course of business, the parties to such agreements, there are no parties in possession or parties having any current or future right to occupy any of the Leased Real Estate Property. The Leased Real Property and all plants, buildings and improvements located thereon conform in all material respects to all applicable building, zoning and other laws, ordinances, rules and regulations. All permits, licenses and other approvals necessary to the current occupancy and use of the Leased Real Property have been obtained and are in full force and effect in all material respects. There exists no material violation by a Selling Party or any of its Subsidiaries of any such permit, license or other approval or any covenant, condition, restriction, easement, agreement or order affecting any portion of the Leased Real Property. Each of the Leased Real Property subject to a Real Property Lease that constitutes a Material Contract is in good operating condition and repair (and is sufficient and appropriate for the conduct of the business of such Selling Party and its Subsidiaries, ordinary wear and tear excepted). No lienable work has been performed by There is no pending or on behalf to the best knowledge of a Selling Party threatened condemnation proceedings affecting any material portion of the Company or any Subsidiary on any of the Leased Real Estate for which payment has not been made in full. No improvements on the Leased Real Estate encroach on a Third Party’s real property or on set-back other restricted areas. No improvements on the Leased Real Estate violate any use or occupancy restriction, limitation, condition or covenant of record or any applicable zoning or building Law or public utility or other easement. There are no (i)Leased

Real Estate. (a) Section 3.20(a) of the Disclosure Except as set forth on Schedule contains a complete and accurate list of the Leased Real Estate. Neither 3.9(a), neither the Company nor any Company Subsidiary owns any real estate property. (b) Schedule 3.9(b) lists each real property or premises currently leased, subleased, licensed, used in or occupied by the STB Business Company or is affiliated witha Company Subsidiary (each, or has an economic interest ina “Leased Real Property” and collectively, the “Leased Real Properties”), and sets forth the name of the landlord (or licensor or sublandlord, as applicable), the name of the entity holding such leasehold or other interest, and the street address of each Leased Real Property. (c) True, correct and complete copies of all leases, subleases, licenses and similar agreements to which the Company or Company Subsidiaries are a party to any lease or sublease that are for the Leased Real Estate. All use or occupancy of the terms real estate owned by a third party (collectively, “Leases”) and conditions of the leases or subleases material amendments thereto with respect to the Leased Real Estate are as set forth in the written leases and subleases for the Leased Real Estate made available to Purchaser in the Dataroom Properties (collectively, the “LeasesLease Documents”), without any modification of any kind. Other than the Leases, there are no agreements, leases, tenancies, guaranties, licenses or assignments with respect ) have been made available to any real property or premises which would become an obligation or be binding upon or enforceable against Purchaser after Closing. Neither the Buyer. (d) The Company’s nor any Subsidiary’s possession and quiet enjoyment of leasehold or other interests in the Leased Real Estate has been disturbed Properties are valid and free and clear of all encumbrances other than encumbrances which do not have a material adverse effect on the operation of the business of the Company thereon and there are no disputes with respect agreements to any Lease. Neither which the Company nor is a party granting any Subsidiary owes, or will owe in the future, any brokerage commissions or finder’s fees with respect to any Lease. Neither the Company nor any Subsidiary has subleased, licensed or otherwise granted any Person third party the right to use or occupy all or any portion of the Leased Real Estate or any portion thereof or has collaterally assigned or granted any Properties and there are no other Encumbrance (parties other than Permitted Encumbrances) Company or Company Subsidiaries in possession of any such Lease or any interest thereinLeased Real Properties. (be) Neither the Company nor any Company Subsidiary is in material default (after expiration of applicable notice and cure periods) under any of the Lease Documents and, to the Knowledge of the Company, no other party to any Lease is in material breach or default thereunder. The improvements on Company and Company Subsidiaries, as applicable, enjoy peaceful and undisturbed possession of the Leased Real Estate Property sufficient for current operations and use. (f) The Company has not received written notice that any of the Leased Real Properties 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 and, to the Knowledge of the Company, no such condemnation, expropriation or taking has been proposed or is contemplated. Each Leased Real Property is provided access via public roads or via permanent irrevocable easements for access thereto. (g) All improvements, buildings and systems owned or used by the Company in its operations are in good operating a condition which allows for current use and repair (ordinary wear occupancy of the Leased Real Properties as required for current operations, and tear excepted). No lienable work has been performed by or there are sufficient utilities and services for such operations, other than, in each case, any such deficiencies which would not have a material adverse impact on behalf operations of the Company or any Subsidiary on any of the Leased Real Estate for which payment has not been made in full. No improvements on the Leased Real Estate encroach on a Third Party’s real property or on set-back other restricted areas. No improvements on the Leased Real Estate violate any use or occupancy restriction, limitation, condition or covenant of record or any applicable zoning or building Law or public utility or other easement. There are no (i)Company Subsidiary.

Real Estate. (i) Attached as Exhibit 6.6 (a) Section 3.20(a) of the Disclosure Schedule contains is a complete and accurate list of each parcel of real property owned by the Leased Real Estate. Neither the Company nor any Subsidiary owns any real estate Sellers and used in the STB Business or is affiliated with, or has an economic interest in, the other party to any lease or sublease for the Leased Real Estate. All conduct of the terms and conditions Business of the leases Subsidiaries or subleases to the Leased Real Estate are as set forth in the written leases and subleases for the Leased Real Estate made available to Purchaser in the Dataroom owned by any Subsidiary (collectively, the “"Owned Property"). Copies of the legal descriptions of the Owned Properties have been previously delivered by the Sellers to the Buyer. (ii) Attached as Exhibit 6.6 (a) is a list of all leases, sub leases and other occupancy agreements to which any Subsidiary is a party (the "Leases”"). Copies of the Leases, without including all amendments, extensions and modifications thereto, have been delivered to the Buyer by the Sellers (the premises demised by such leases, subleases and occupancy agreements are hereinafter referred to collectively as the "Leased Property"; the "Owned Property" and the "Leased Property" are collectively referred to as the "Real Estate"). (iii) The Real Estate constitutes all of the real property which the Sellers or any modification of Subsidiary currently own, lease, occupy or have the right to occupy in connection with the Business. All permits, licenses and other approvals required to be obtained by the Subsidiaries to occupy and use the Real Estate as currently used and occupied have been obtained, are in full force and effect, and have not been violated in any kind. material respect. (iv) Other than the LeasesSubsidiaries, there are no agreements, leases, tenancies, guaranties, licenses parties in possession or assignments with respect parties having any current or future right to occupy any real property of the Owned Property or premises which would become an obligation to occupy or be binding upon or enforceable against Purchaser after Closing. Neither the Company’s nor use any Subsidiary’s possession and quiet enjoyment of the Leased Real Estate has been disturbed and there are no disputes with respect to Property during the term of any Lease. Neither lease for such Leased Property, except as disclosed in Exhibit 6.6(a). (v) Except as otherwise disclosed in Exhibit 6.6 (a) neither the Company nor any Subsidiary owes, or will owe in the future, any brokerage commissions or finder’s fees with respect to any Lease. Neither the Company Sellers nor any Subsidiary has subleasedreceived notice that any permit, licensed or otherwise granted license and other approval required to be obtained by any Person Subsidiary to occupy and use the right to use or occupy the Leased Real Estate as currently used and occupied has not been obtained or any portion thereof or has collaterally assigned or granted any other Encumbrance (other than Permitted Encumbrances) is not in such Lease or any interest thereinfull force and effect. (bvi) The improvements Except as otherwise disclosed in Exhibit 6.6(a), none of the Subsidiaries has received any notice that it is in violation of any permit, license, approval, covenant, condition, restriction, easement, agreement or order affecting any portion of the Real Estate, which violation remains outstanding, and neither the Sellers nor any of the Subsidiaries has any knowledge of any such violation which would have a material adverse effect on the Leased value, occupancy or use by the Subsidiaries of the relevant Real Estate. (vii) Except as otherwise disclosed in Exhibit 6.6(a), there is no pending, or to the knowledge of the Sellers, any threatened condemnation proceeding, or material lawsuit or administrative action affecting the ability of the Subsidiaries to occupy and use the Real Estate. (viii) Except as described in the title documents, valuations listed in Exhibit 6.6(a) or as otherwise disclosed in Exhibit 6.6(a), all of the Real Estate are is in good operating condition and repair reasonably adequate for use in the conduct of the Business. Except as described in the title documents and valuations previously provided to the Buyer or as otherwise disclosed in Exhibit 6.6(a), no improvements, buildings or facilities located on the Real Estate and no accessways thereto encroach on land not included in the Real Estate and no such improvement is dependent for its access, operation or utility on any land, building or other improvement not included in the Real Estate. Except as described in the valuations listed in Exhibit 6.6(a) or as otherwise disclosed in Exhibit 6.6(a) or Exhibit 6.7, none of the Sellers nor any of the Subsidiaries has received any notice of violation of any zoning, fire, building, environmental and administrative regulations to the extent relevant for such use. (ordinary ix) Except as disclosed in Exhibit 6.6(a), the Sellers or the relevant Subsidiaries have good and marketable title to the Owned Property, free and clear of all Liens, except for the Real Estate Permitted Liens. With respect to the Leased Property, except as disclosed in Exhibit 6.6(a): (A) the Subsidiaries have a good and valid leasehold interest in and to all of the Leased Property, free and clear of all Liens, except for the Real Estate Permitted Liens; (B) each Lease is in full force and effect and is enforceable in accordance with its terms and none of the Subsidiaries has assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in such Lease; (C) there exists no material default by any Subsidiary, or condition which, with the giving of notice, the passage of time, or both, could become a material default by any Subsidiary under any such lease or, to the knowledge of the Sellers or the Subsidiaries, by any other party to such lease; and (D) except as otherwise disclosed in Exhibit 6.6(a), the execution of this Agreement or the consummation of the transactions contemplated hereby shall not give rise to a material default or requirement for consent under any such lease agreement for Leased Property. (x) As of the Closing Date, all of the Real Estate shall be in substantially the same condition and repair as on the date of this Agreement, damage by casualty (if and to the extent covered by insurance) and reasonable wear and tear excepted. Except as expressly set forth in this Section 6.6(a). No lienable work has been performed by , neither the Sellers nor any Subsidiary makes any representation or on behalf warranty concerning the condition of the Company Real Property or its fitness for any Subsidiary on particular purpose. The Sellers further disclaim any implied warranties of the Leased Real Estate for which payment has not been made in full. No improvements on the Leased Real Estate encroach on a Third Party’s real property or on set-back other restricted areas. No improvements on the Leased Real Estate violate any use or occupancy restriction, limitation, condition or covenant of record or any applicable zoning or building Law or public utility or other easement. There are no (i)fitness for use, and the Buyers acknowledge and accept such disclaimer.

Real Estate. (a) Section 3.20(a) 3.20 of the Disclosure Schedule contains a complete lists each parcel of real estate owned by the Company or its Subsidiaries including owner of record and accurate list street address (“Owned Real Estate”). Except for Permitted Encumbrances or as set forth in Section 3.20 of the Leased Disclosure Schedule, the Company or its applicable Subsidiary has good and marketable fee simple title to all Owned Real Estate, including the buildings, structures, fixtures and improvements situated thereon, in each case, as of Closing, free and clear of all Encumbrances. Neither Except as disclosed in Section 3.20 of the Disclosure Schedule, neither the Company nor any Subsidiary owns of its Affiliates has received any real estate used written notice from any Governmental Authority of any material violation of any zoning, building, fire or health code in respect of the STB Business or is affiliated with, or has an economic interest in, the other party to any lease or sublease for the Leased Owned Real Estate. All , other than any such violation that has been corrected, and to the Knowledge of the terms and conditions Company the Merger will not cause any violation of the leases any certificates of occupancy, licenses, permits or subleases to the Leased Real Estate are Laws. Except for Permitted Encumbrances or as set forth in the written leases and subleases for the Leased Real Estate made available to Purchaser in the Dataroom (collectively, the “Leases”), without any modification of any kind. Other than the Leases, there are no agreements, leases, tenancies, guaranties, licenses or assignments with respect to any real property or premises which would become an obligation or be binding upon or enforceable against Purchaser after Closing. Neither the Company’s nor any Subsidiary’s possession and quiet enjoyment Section 3.20 of the Leased Real Estate has been disturbed and there are no disputes with respect to any Lease. Neither Disclosure Schedule, none of the Company nor any Subsidiary owes, or will owe in the future, any brokerage commissions or finder’s fees with respect to any Lease. Neither the Company nor any Subsidiary its Subsidiaries has subleasedleased, licensed or otherwise granted to any Person the right to use use, possess or occupy the Leased Owned Real Estate or any portion thereof. Except for matters identified in clause (iv) of the definition of Permitted Encumbrances or as set forth in Section 3.20 of the Disclosure Schedule, there are no options, rights of first refusal or rights of first offer outstanding or which may become exercisable in the future, including pursuant to which the Company or any of its Subsidiaries is or may become bound to sell, lease or dispose of, or grant any Encumbrance on, any of the Owned Real Estate or any portion thereof. There is no condemnation, expiration or other proceeding in eminent domain pending, or, to the Knowledge of the Company, threatened, affecting any parcel of Owned Real Estate or any portion thereof or has collaterally assigned interest therein except for such condemnation, expiration or granted any other Encumbrance (other than Permitted Encumbrances) in such Lease or any interest thereinproceedings as would not have a Material Adverse Effect. (b) The improvements Neither the Company nor any of its Subsidiaries has any Knowledge that (i) except as set forth in Section 3.20 of the Disclosure Schedule, it is in default under any agreement encumbering the Owned Real Estate, or (ii) except for Permitted Encumbrances, there are any material encroachments from or onto the Owned Real Estate that could adversely affect Merger Sub’s ability to own, use, operate or develop any of the Owned Real Estate. (c) Except for Permitted Encumbrances or as set forth on Section 3.20 of the Disclosure Schedules, neither the Company nor any of its Subsidiaries has any Knowledge of any agreements, consent orders, decrees, judgments, licenses, or permits issued by any Governmental Authority that would impose any material limitation or restriction on the Leased use or operations of the Owned Real Estate are in good operating condition and repair Estate. (ordinary wear and tear excepted). No lienable work has been performed by or on behalf d) To the Knowledge of the Company or any Subsidiary on any and other than the Permitted Encumbrances, each parcel of land that constitutes the Leased Owned Real Estate for which payment has is separate and distinct from any tax lot allocated to any contiguous air right, development right or parcel of land that is not been made in full. No improvements on the Leased Owned Real Estate encroach on a Third Party’s real property or on set-back other restricted areas. No improvements on the Leased Real Estate violate any use or occupancy restriction, limitation, condition or covenant of record or any applicable zoning or building Law or public utility or other easement. There are no (i)Estate.

Real Estate. (a) Section 3.20(aSECTION 4.14(A) of the Disclosure Schedule contains OF THE COMPANY DISCLOSURE LETTER sets forth a true, correct and complete and accurate list of the Leased Real Estate. Neither all real property (including improvements thereon) owned in fee simple by the Company nor or any Subsidiary owns any real estate used in the STB Business or is affiliated with, or has an economic interest in, the other party to any lease or sublease for the Leased Real Estate. All of the terms and conditions of the leases or subleases to the Leased Real Estate are as set forth in the written leases and subleases for the Leased Real Estate made available to Purchaser in the Dataroom its Subsidiaries (collectively, the “Leases”"COMPANY OWNED REAL PROPERTY"), without any modification . With respect to each such parcel of any kind. Other than the Leases, Company Owned Real Property: (a) there are no leases, subleases, licenses, concessions or other agreements, leaseswritten or oral, tenancies, guaranties, licenses or assignments with respect granting to any real property person the right of use or premises which would become an obligation or be binding upon or enforceable against Purchaser after Closing. Neither occupancy of any portion of such parcel other than the Company’s nor any Subsidiary’s possession Company Leases; and quiet enjoyment of the Leased Real Estate has been disturbed and (b) there are no disputes with respect outstanding rights of first refusal or options to any Lease. Neither the Company nor any Subsidiary owes, or will owe in the future, any brokerage commissions or finder’s fees with respect to any Lease. Neither the Company nor any Subsidiary has subleased, licensed or otherwise granted any Person the right to use or occupy the Leased Real Estate or any portion thereof or has collaterally assigned or granted any other Encumbrance (other than Permitted Encumbrances) in purchase such Lease or any interest thereinparcel. (b) The improvements on SECTION 4.14(B) OF THE COMPANY DISCLOSURE LETTER sets forth a true, correct and complete list of all of the Leased Real Estate are leases and subleases (the "COMPANY LEASES") and each leased and subleased parcel of real property in good operating condition and repair (ordinary wear and tear excepted). No lienable work has been performed by or on behalf of which the Company or any Subsidiary on of its Subsidiaries is a tenant, subtenant, landlord or sublandlord (collectively, the "COMPANY LEASED REAL PROPERTY") and for each Company Lease indicates: (a) whether or not the consent of and/or notice to the landlord thereunder will be required in connection with the transactions contemplated by this Agreement; (b) its term and any options to extend the term; and (c) the current rent payable (including all occupancy costs other than utilities). The Company (either directly or through a Subsidiary) holds a valid and existing leasehold or subleasehold interest or landlord or sublandlord interest as applicable in the Company Leased Real Property, under each of the Leased Real Estate for Company Leases listed in SECTION 4.14(B) OF THE COMPANY DISCLOSURE Letter. The Company has delivered or made available to Parent true, correct and complete copies of each of the Company Leases, including, without limitation, all amendments, modifications, side agreements, consents, subordination agreements and guarantees. With respect to each Company Lease: (a) the Company Lease is legal, valid, binding, enforceable and in full force and effect; (b) the Company Lease will continue to be legal, valid, binding, enforceable and in full force and effect on the same terms and conditions following the Effective Time (other than such Company Leases in which payment the landlord's consent to a change in control of the Company is required, which consent is listed on SECTION 4.14(B) OF THE COMPANY DISCLOSURE LETTER); (c) neither the Company (or its applicable Subsidiary), nor, to the Knowledge of the Company, any other party to the Company Lease, is in any material respect in breach or default under the Company Lease, and no event has occurred that, with notice or lapse of time, would constitute a breach or default in any material respect by the Company (or such Subsidiary) or permit termination, modification or acceleration under the Company Lease by any other party thereto; (d) the Company (or its applicable Subsidiary) has performed and will continue to perform all of its obligations in all material respects under the Company Lease; (e) the Company has not, and, to the Knowledge of the Company, no third party has, repudiated any provision of the Company Lease; (f) there are no disputes, oral agreements or forbearance programs in effect as to the Company Lease other than those that, individually or in the aggregate, do not constitute a Company Material Adverse Effect; (g) the Company Lease has not been modified in any respect, except to the extent that such modifications are set forth in the documents previously delivered or made available to Parent; (h) the Company has not assigned, transferred, conveyed, mortgaged, deeded in fulltrust or encumbered any interest in the Company Lease; and (i) each guaranty by the Company is in full force and effect and no default has occurred thereunder. (c) The Company Owned Real Property and the Company Leased Real Property are referred to collectively herein as the "COMPANY REAL PROPERTY." To the Knowledge of the Company, each parcel of Company Real Property is in material compliance with all existing Laws, including, without limitation, (a) the Americans with Disabilities Act, 42 U.S.C. Section 12102 ET SEQ., together with all rules, regulations and official interpretations promulgated pursuant thereto, and (b) all Laws with respect to zoning, building, fire, life safety, health codes and sanitation. No improvements The Company and its Subsidiaries have received no notice of, and have no Knowledge of, any condition currently or previously existing on the Leased Company Real Estate encroach on Property or any portion thereof that may give rise to any violation of, or require any remediation under, any existing Law applicable to the Company Real Property if it were disclosed to the authorities having jurisdiction over such Company Real Property other than those (i) arising in the ordinary course of business or (ii) that do not constitute, individually or in the aggregate, a Third Party’s real property Company Material Adverse Effect. (d) The Company has not received written notice of any proceedings in eminent domain, condemnation or on set-back other restricted areassimilar proceedings that are pending, and, to the Knowledge of the Company, there are no such proceedings threatened, affecting any portion of the Company Real Property. No improvements on The Company has not received written notice of the Leased existence of any outstanding writ, injunction, decree, Order or judgment or of any pending proceeding, and, to the Knowledge of the Company, there is no such writ, injunction, decree, Order, judgment or proceeding threatened, relating to the ownership, lease, use, occupancy or operation by any person of the Company Real Estate Property. (e) To the Knowledge of the Company, the current use of the Company Real Property does not violate in any use or occupancy restriction, limitation, condition or covenant material respect any instrument of record or any applicable zoning or building Law or public utility or other easementagreement affecting such Company Real Property. There are no violations of any covenants, conditions, restrictions, easements, agreements or Orders of any Governmental Entity having jurisdiction over any of the Company Real Property that affect such Company Real Property or the use or occupancy thereof other than those that do not, individually or in the aggregate, constitute a Company Material Adverse Effect. No damage or destruction has occurred with respect to any of the Company Real Property that, individually or in the aggregate, has had or resulted in, or is reasonably likely to have or result in, a Company Material Adverse Effect. (i)f) There are currently in effect such insurance policies for the Company Real Property as are customarily maintained with respect to similar properties. True, correct and complete copies of all insurance policies maintained by the Company and its Subsidiaries with respect to the Company Real Property have been delivered or made available to Parent. All premiums due on such insurance policies have been paid by the Company, and the Company will maintain such insurance policies from the date hereof through the Effective Time or earlier termination of this Agreement. The Company has not received, and has no Knowledge of, any notice or request from any insurance company requesting the performance of, any work or alteration with respect to the Company Real Property or any portion thereof. The Company has received no notice from any insurance company concerning, nor does the Company have any Knowledge of, any defects or inadequacies in the Company Real Property that, if not corrected, would result in the termination of insurance coverage or would increase its cost. (g) All buildings and other improvements included within the Company Real Property (the "COMPANY Improvements") are, in all material respects, adequate to operate such facilities as currently used, and, to the Company's Knowledge, there are no facts or conditions affecting any of the Company Improvements that would, individually or in the aggregate, interfere in any significant respect with the current use, occupancy or operation thereof, which interference would, individually or in the aggregate, reasonably be expected to result in a Company Material Adverse Effect. With respect to the Company Improvements, the Company has all rights of access that are reasonably necessary for the operation of its business. (h) All required or appropriate certificates of occupancy, permits, licenses, franchises, approvals and authorizations (collectively, the "COMPANY REAL PROPERTY PERMITS") of all Governmental Entities having jurisdiction over the Company Real Property, the absence of which would be reasonably likely to cause a Company store to cease its operations, have been issued to the Company to enable the Company Real Property to be lawfully occupied and used for all of the purposes for which it is currently occupied and used, have been lawfully issued and are, as of the date hereof, in full force and effect. The Company has not received, or been informed by a third party of the receipt by it of, any notice that would be reasonably likely to cause a Company store to cease its operations from any Governmental Entity having jurisdiction over the Company Real Property threatening a suspension, revocation, modification or cancellation of any Company Real Property Permit or requiring any remediation in connection with maintaining any Company Real Property Permit, and, to the Knowledge of the Company, there is no basis for the issuance of any such notice or the taking of any such action.

Real Estate. (a) Section 3.20(a) 4.10 of the Disclosure Schedule contains sets forth a complete and accurate list of the Leased Real Estate. Neither all real property and interests in real property currently leased or occupied by the Company nor any Subsidiary owns any (including the Lakewood Property) (individually, a “Real Property Lease” and the real estate used properties specified in the STB Business or is affiliated withsuch leases, or has an economic interest in, the other party being referred to any lease or sublease for the as “Leased Real Estate. All of the terms and conditions of the leases or subleases to the Leased Real Estate are as set forth in the written leases and subleases for the Leased Real Estate made available to Purchaser in the Dataroom (collectively, the “LeasesProperties”), without any modification of any kindas lessee or lessor. Other than The Leased Properties are referred to as the Leases“Company Properties.” All applicable zoning ordinances, there are no agreementsbuilding codes and other federal, leases, tenancies, guaranties, licenses state or assignments local laws and regulations with respect to any real property or premises which would become an obligation or be binding upon or enforceable against Purchaser after Closing. Neither the Company’s nor any Subsidiary’s possession Lakewood Property, and quiet enjoyment to the Knowledge of PMC and Shareholder (as defined in Section 10.18(i)), each other parcel of Company Property and the improvements thereon, permit the existence of the Leased Real Estate has been disturbed presently existing improvements and there are no disputes with respect the operation of its business as conducted prior to any Lease. Neither and as of the Company nor any Subsidiary owes, or will owe in the future, any brokerage commissions or finder’s fees with respect to any Lease. Neither the Company nor any Subsidiary has subleased, licensed or otherwise granted any Person the right to use or occupy the Leased Real Estate or any portion thereof or has collaterally assigned or granted any other Encumbrance (other than Permitted Encumbrances) in such Lease or any interest thereinClosing Date. (b) The improvements on the Leased Real Estate are in good operating condition and repair (ordinary wear and tear excepted). No lienable work Company has been performed by or on behalf a valid leasehold interest under each of the Real Property Leases. All rent and other sums and charges payable by the Company or as tenant are current, and the Company is not otherwise in default under any Subsidiary on Real Property Lease, and to the Knowledge of PMC and Shareholder no other party is in default thereof, and no party to any of the Leased Real Estate for which payment Property Leases has exercised any termination rights with respect thereto. Each Real Property Lease is in full force and effect and constitutes the entire agreement between the parties thereto, and there are no other agreements, whether oral or written, between such parties. No party to any Real Property Lease has repudiated any provision thereof, and there are no disputes, oral agreements, or forbearance programs in effect as to any Real Property Lease. No estoppel certificates or similar instruments have been given by the Company to any mortgagee or other third party that would preclude assertion of any claim by the tenant under any Real Property Lease, affect any of the tenant’s rights or obligations under such Real Property Lease or otherwise be binding upon any successor to the Company’s position under such Real Property Lease. The Company has not been made in full. No improvements on the Leased Real Estate encroach on a Third Party’s contested, and is not currently contesting, any operating costs, real property estate taxes or on set-back other restricted areas. No improvements on the Leased Real Estate violate any use or occupancy restrictionassessments, limitation, condition or covenant of record or any applicable zoning or building Law or public utility or other easementcharges payable by the tenant under such Real Property Lease. There are no (i)Shareholder has provided to Buyer correct and complete copies of each of the Real Property Leases.

Real Estate. (a) Section 3.20(aSchedule 3.6 (a) of the Disclosure Schedule contains a complete and accurate list list, as of the date hereof, of the Leased Real EstatePremises and the Leases. Neither the Company nor any Subsidiary owns any real estate used in the STB Business or is affiliated with, or has an economic interest in, the other party to any lease or sublease for the Leased Real Estate. All of the terms and conditions of the leases or subleases to the Leased Real Estate are Except as set forth in the written leases Schedule 3.6(a): (i) each Assumed Lease is in full force and subleases for effect, and is enforceable in all material respects in accordance with its terms against Seller or a Seller Subsidiary and, to Seller's knowledge, against each other Person that is a party thereto; (ii) Seller or a Seller Subsidiary has good and valid leasehold title to the Leased Premises free and clear of all Encumbrances other than and subject to the Permitted Real Estate made available Property Encumbrances; (iii) there is no default under any Assumed Lease which has had or which would reasonably be expected to Purchaser in the Dataroom have a Seller Material Adverse Effect, nor has Seller or any Seller Subsidiary received (collectively, the “Leases”), without as a tenant) or given (as a landlord/licensor) any modification written notice of any kind. Other than the Leasesmaterial default (or any condition or event which, there are no agreementsafter notice or lapse of time or both, leases, tenancies, guaranties, licenses or assignments would constitute a material default) under any Assumed Lease; (iv) neither Seller nor any Seller Subsidiary owes any brokerage commissions with respect to any real property or premises which would become an obligation or be binding upon or enforceable against Purchaser after Closing. Neither Leased Premises; and (v) the Company’s nor any Subsidiary’s possession Letting Agreement dated June 18, 2002 between Avaya Ireland Limited, as landlord, and quiet enjoyment Avaya International Sales Limited, as tenant (for part of the Leased Real Estate has been disturbed and there are no disputes with respect property at Corke Abbey Avenue, Bray, Ireland) (the "Ireland Letting Agreemxxx"), xxx each other Lease or license pursuant to any Lease. Neither the Company nor any Subsidiary owes, or will owe in the future, any brokerage commissions or finder’s fees with respect to any Lease. Neither the Company nor any Subsidiary has subleased, licensed or otherwise granted any Person the right to use or occupy the Leased Real Estate which Seller or any portion thereof Seller Subsidiary is the landlord/licensor, if any, constitutes a valid and subsisting demise of the premises described therein for the term described therein; such lease or license has collaterally assigned not been altered, amended, changed or granted any other Encumbrance (other than Permitted Encumbrances) modified except as provided hereunder; such lease or license is in full force and effect in each and every respect; and, to Seller's knowledge, the landlord/licensor under such Lease lease is not in material default under the lease or any interest thereinlicense and, to Seller's knowledge, no condition exists or event has occurred which with the passage of time or the giving of notice or both would constitute a material default thereunder. (b) The Schedule 3.6(b) contains a complete and accurate list, as of the date hereof, of the Transferred Premises. Except as set forth on Schedule 3.6(b): (i) Seller or a Seller Subsidiary has good and insurable fee simple title to the Nebraska Property free and clear of all Encumbrances other than and subject to the Permitted Real Property Encumbrances. Seller or a Seller Subsidiary has good and marketable fee simple title, or its reasonable equivalent in the jurisdiction in which the property is located unless such equivalent is unavailable or not customarily delivered in such jurisdiction, then whatever is customarily delivered in the applicable jurisdiction, to the Ireland Property and the Singapore Property free and clear of all Encumbrances other than and subject to the Permitted Real Property Encumbrances; (ii) Seller or a Seller Subsidiary is in possession of the Transferred Premises and the Leased Premises subject to the terms of the Leases and the Ireland Letting Agreement; and (iii) to Seller's knowledge, all improvements upon the Transferred Premises and all leased improvements on the Leased Real Estate Premises located in Richardson, Texas and in Australia are in good operating satisfactory condition and repair (for the continued use in the ordinary wear and tear excepted). No lienable work has been performed by or on behalf course of the Company or any Subsidiary on any of the Leased Real Estate for which payment has not been made in full. No improvements on the Leased Real Estate encroach on a Third Party’s real property or on set-back other restricted areas. No improvements on the Leased Real Estate violate any use or occupancy restriction, limitation, condition or covenant of record or any applicable zoning or building Law or public utility or other easement. There are no (i)business consistent with past practice.

Real Estate. (a) Section 3.20(a) Each of the Disclosure Schedule contains Assumed Leases and the primary lease for the US Sublease (the “Relevant Leases”) is in full force and effect and is valid, binding and enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting or relating to creditors’ rights generally; and general principles of equity, regardless of whether asserted in a complete and accurate list proceeding in equity or at law. None of the Leased Real EstateRelevant Leases have been cancelled, mutually terminated or challenged in writing wholly or in part, and to Seller’s Knowledge, such dissolution has not been directly and overtly threatened neither for now nor the future and no side agreements have been made with respect to the lease of the properties subject to such leases. No Seller Group member has transferred or assigned an Assumed Lease or sublet any portion of the property covered by the Assumed Leases. True and correct copies of each of the Relevant Leases have been provided to Purchaser. The applicable Seller Group member has paid all rents, operating expenses and other service charges in full to the extent such rents, operating expenses and charges are due and payable under the Relevant Leases. To Seller’s Knowledge, neither the applicable Seller Group member nor the applicable landlord or sub-landlord is in default under any of the Relevant Leases. No Seller Group member has been granted any rent-free periods, construction subsidies, or other incentives which lead to a payment obligation under the Assumed Leases for the future. Neither the Company JV Holding Singapore nor any JV Subsidiary owns owns, and has never owned, any real estate property, and no Seller Group member or the Additional Seller Group Company owns, or has ever owned, any real property primarily used in the STB Business or is affiliated with, or has an economic interest in, the other party to any lease or sublease for the Leased Real Estate. All of the terms and conditions of the leases or subleases to the Leased Real Estate are as set forth in the written leases and subleases for the Leased Real Estate made available to Purchaser in the Dataroom (collectively, the “Leases”), without any modification of any kind. Other than the Leases, there are no agreements, leases, tenancies, guaranties, licenses or assignments with respect to any real property or premises which would become an obligation or be binding upon or enforceable against Purchaser after Closing. Neither the Company’s nor any Subsidiary’s possession and quiet enjoyment of the Leased Real Estate has been disturbed and there are no disputes with respect to any Lease. Neither the Company nor any Subsidiary owes, or will owe in the future, any brokerage commissions or finder’s fees with respect to any Lease. Neither the Company nor any Subsidiary has subleased, licensed or otherwise granted any Person the right to use or occupy the Leased Real Estate or any portion thereof or has collaterally assigned or granted any other Encumbrance (other than Permitted Encumbrances) in such Lease or any interest thereinAcquired Assets. (b) The improvements on the Leased Real Estate are in good operating condition and repair (ordinary wear and tear excepted). No lienable work has been performed by or on behalf of the Company or any Subsidiary on any of the Leased Real Estate for which payment has not been made in full. No improvements on the Leased Real Estate encroach on a Third Party’s real property or on set-back other restricted areas. No improvements on the Leased Real Estate violate any use or occupancy restriction, limitation, condition or covenant of record or any applicable zoning or building Law or public utility or other easement. There are no (i)

Real Estate. (ai) Section 3.20(aNo Seller owns real property in fee in connection with the Business nor does any Seller have any such real property under contract or option to purchase, except as expressly set forth on Schedule 4.1(q)(i). (ii) Each Seller has a valid, binding and enforceable leasehold interest in each of the Disclosure Schedule contains Assumed Leases to which it is a complete and accurate list of the Leased Real Estate. Neither the Company nor any Subsidiary owns any real estate used in the STB Business or is affiliated withparty, or has an economic interest insubject, the other party however, to any lease or sublease for the Leased Real Estate. All of the terms and conditions of the leases or subleases to the Leased Real Estate are as set forth in the written leases and subleases for the Leased Real Estate made available to Purchaser in the Dataroom (collectively, the “Leases”), without any modification of any kind. Other than the Leases, there are no agreements, leases, tenancies, guaranties, licenses or assignments limitations with respect to enforcement imposed by law in connection with bankruptcy, insolvency and other laws affecting creditors’ rights generally and general principles of equity. Each such Seller presently occupies each of the Seller Facilities free of any real property subleases, occupancy agreements, licenses, concessions or premises which would become an obligation other agreements granting to any party or be binding upon parties (other than such Seller and the applicable landlords) a right of use or enforceable against Purchaser after Closingoccupancy of any portion of the Seller Facilities. Neither The Sellers have delivered to the Company’s nor any SubsidiaryBuyer a true and complete copy of each Assumed Lease, including all amendments, addenda and supplements thereto. Each such Seller’s possession and quiet enjoyment of each such leased real property under each of the Leased Real Estate Assumed Leases has not been disturbed and there are no disputes with respect to any Leaseof the Assumed Leases. Neither There exists no default or any event that with notice or lapse of time or both would become a default on the Company nor part of any Subsidiary owesSeller or any other parties under the Assumed Leases. All Seller Facilities and tenant improvements located thereon or therein are in good operating condition, ordinary wear and tear excepted, and are adequate and suitable for the purposes for which they are currently being used. No Seller has received any notice that its occupancy, use or the condition of any of the Seller Facilities is in violation of any applicable laws, zoning ordinances or land use restrictions. No security deposit or portion thereof deposited with respect to any Assumed Leases has been applied in respect of a breach of or default under any of the Assumed Leases that has not been re-deposited in full. No Seller owes or will owe in the future, future any brokerage commissions or finder’s fees with respect to any Leaseof the Assumed Leases. Neither There are no unsatisfied capital expenditure requirements or remodeling obligations of any Seller under any of the Company nor any Subsidiary Assumed Leases, other than ordinary and routine maintenance and repair obligations. No Seller has subleasedassigned, licensed transferred, sublet, or otherwise granted any Person person the right to use or occupy any of the Leased Real Estate or any portion thereof or has collaterally assigned Seller Facilities arising under the Assumed Leases or granted any other Encumbrance (other than Permitted Encumbrances) security interest in such any Assumed Lease or any interest therein. No Seller has made any modifications to the Seller Facilities that will be required to be restored or otherwise removed at the expiration or termination of any Assumed Lease. (biii) The improvements on Schedule 4.1(q)(iii) sets forth, in respect of each Assumed Lease, the Leased Real Estate are lease number corresponding to each Assumed Lease in good operating condition and repair (ordinary wear and tear excepted). No lienable work has been performed by or on behalf the Brookwood Associates data room, tenant for such Assumed Lease, description of the Company or any Subsidiary on any leased premises, the commencement and expiration dates of the Leased Real Estate lease term and any renewal terms, the amount of monthly or annual rental payments, the amount of the security deposit, and the status of rental payments, including any rental payments in arrears, any prepaid rent and the date through which rent is paid as of the date hereof. The Assumed Leases constitute all of the written and oral agreements of any kind for which payment has not been made in full. No improvements on the Leased Real Estate encroach on a Third Party’s real property or on set-back other restricted areas. No improvements on the Leased Real Estate violate any leasing, rental, use or occupancy restriction, limitation, condition or covenant of record or leased real property to which any applicable zoning or building Law or public utility or other easementSeller is a party and relates to the Business. The Assumed Leases are the result of bona fide arms-length negotiations between the parties. There are no (i)Assumed Leases under which the delivery date of any of the Seller Facilities has been accelerated and the premises not yet delivered.

Real Estate. a. The Company owns no Real Estate, and since June 30, 2012, it has not owned any interest in Real Estate. b. The Company currently leases premises at Parkside Tower, 200 Xxxxx Xxxxx Xxxxxx, Xxxx Xxxx Xxxx, Xxxx 00000. The lease and all amendments, exhibits, schedules and attachments to it (aincluding any ancillary documents, such as estoppels or subordination and attornment agreements) Section 3.20(ahave been fully disclosed to Purchaser. The lease expires June 30, 2018. c. The lease is in full force and effect, and the Company, as tenant, is in material compliance with all of its obligations thereunder, and has received no notice (whether written or oral) from the landlord, landlord’s lender or any other party claiming that the Company is in breach, default or noncompliance with the lease. d. All rent, operating expenses, security deposits and other sums payable by the Company as tenant under the lease through the Closing Date have been fully and properly paid or properly accrued as of the Disclosure Schedule contains a complete and accurate list Closing Date. e. To the knowledge of Seller, all obligations of the Leased Real Estate. Neither landlord that should, under the Company nor any Subsidiary owns any real estate used in the STB Business or is affiliated with, or has an economic interest in, the other party to any lease or sublease for the Leased Real Estate. All terms of the terms and conditions lease, have been performed as of the leases or subleases to the Leased Real Estate are as set forth in the written leases Closing Date, have been fully and subleases for the Leased Real Estate made available to Purchaser in the Dataroom satisfactorily performed (collectively, the “Leases”)including, without limitation, any modification of any kind. Other than the Leasesbuild-out, there are no agreements, leases, tenancies, guaranties, licenses or assignments with respect to any real property or premises which would become an obligation or be binding upon or enforceable against Purchaser after Closing. Neither finish work and other construction required for the Company’s nor occupancy). f. The Company has received no written notice that the landlord is in breach or default of any Subsidiary’s possession and quiet enjoyment of the Leased Real Estate has been disturbed and there are no disputes with respect landlord’s obligations to its mortgagee or any Lease. Neither other party who may have or claim an interest in the leased premises. g. Except for any lender of the landlord to whom the Company nor any Subsidiary oweshas executed a subordination or attornment agreement, or will owe in to the future, any brokerage commissions or finderSeller’s fees with respect to any Lease. Neither knowledge there is no Encumbrance affecting the Company nor any Subsidiary has subleased, licensed or otherwise granted any Person the right to use or occupy the Leased Real Estate or any portion thereof or has collaterally assigned or granted any other Encumbrance (leased premises other than Permitted Encumbrances) in such Lease or any interest therein. (b) h. The improvements on the Leased Real Estate are in good operating condition and repair (ordinary wear and tear excepted). No lienable work Company has been performed by or on behalf maintained all insurance policies required of the Company or any Subsidiary on any as tenant under the lease since the inception of the Leased Real Estate lease, all such insurance is in full force and effect, and the Company has paid all premiums therefor through the Closing Date. i. To the Seller’s knowledge, the leased premises is in full compliance with applicable Law, including building codes, Laws intended to protect the environment and to regulate the use, storage and discharge of toxic or otherwise hazardous materials, and Laws intended to allow access to and use of the premises by people with disabilities. j. No consent or approval by the landlord is required for which payment has not been made in full. No improvements on the Leased Real Estate encroach on a Third Party’s real property or on set-back other restricted areas. No improvements on Company to continue its occupancy of the Leased Real Estate violate any use or occupancy restriction, limitation, condition or covenant of record or any applicable zoning or building Law or public utility or other easement. There are no (i)premises after Closing.

Real Estate. (a) Section 3.20(a) of the Disclosure Schedule contains a complete and accurate list of the Leased Real Estate. Neither the Company nor any Subsidiary No Seller owns or has ever owned any real estate property. The only real property used in by Sellers are the STB Business or Branches, each of which is affiliated with, or has an economic interest in, the other party leased pursuant to any lease or sublease for the Leased Real Estate. All of the terms and conditions of the leases or subleases to the Leased Real Estate are as set forth in the written leases and subleases for the Leased Real Estate made available to Purchaser in the Dataroom identified on Schedule 1.1(c) (collectively, the “LeasesLeased Real Property”), without . None of the Unexpired Leases and no extract or memorandum therefor has been recorded or filed with any modification recording or filing office of any kindjurisdiction by any Seller and, to the best of any Seller’s or Member’s knowledge, by the landlord thereunder. Other than To the Leasesbest of any Seller’s or any Member’s knowledge, there are no agreementsall buildings, leasesstructures, tenanciesfixtures and improvements, guaranties, licenses or assignments with respect to any real property or premises which would become an obligation or be binding upon or enforceable against Purchaser after Closing. Neither the Company’s nor any Subsidiary’s possession and quiet enjoyment all mechanical and operating systems comprising a part of the Leased Real Estate has been disturbed Property are structurally sound, in compliance with all Requirements of Law and there are no disputes with respect to restrictive covenants, easements and any Lease. Neither the Company nor any Subsidiary owes, or will owe in the future, any brokerage commissions or finder’s fees with respect to any Lease. Neither the Company nor any Subsidiary has subleased, licensed or otherwise granted any Person the right to use or occupy the Leased Real Estate or any portion thereof or has collaterally assigned or granted any other Encumbrance (other than Permitted Encumbrances) in such Lease or any interest therein. (b) The improvements on the Leased Real Estate are similar instruments and agreements pertaining thereto and in good operating condition and repair (condition, ordinary wear and tear excepted), and are sufficient to carry on the Business as conducted thereon. No lienable work has been performed by To the best of any Seller’s or on behalf any Member’s knowledge, all utilities and services currently provided to the Branches are adequate for use in the Business as conducted thereon. The use and operation of the Company Branches are in conformance with all applicable Requirements of Law, Orders and Permits. All utility charges previously due and payable with respect to each Branch have been fully paid. To the best of any Seller’s or any Subsidiary Member’s knowledge, there are no restrictions on entrance to or exit from any of the Branches to adjacent public streets and highways and no conditions exist that will result in the termination of the present access to and from any of the Branches to existing public streets and highways. To the best of any Seller’s or any Member’s knowledge, there are no proposed reassessments (other than regular periodic reassessments required by statute) of any of the Leased Real Estate for which payment has not been made in fullProperty by any Governmental or Regulatory Authority. No improvements on Seller or Member has received written notice of, and no Seller or, to the best knowledge of any Seller or Member, any other party is in default in the performance, observance or fulfillment of any material obligation, covenant or condition contained in any easement, restrictive covenant or any similar instrument or agreement affecting any of the Leased Real Estate encroach on a Third PartyProperty. To the best of any Seller’s real property or on set-back other restricted areas. No improvements on the Leased Real Estate violate any use or occupancy restriction, limitation, condition or covenant of record or any applicable zoning or building Law or public utility Member’s knowledge, there are no condemnation, appropriation or other easementproceedings involving any taking of any of the Branches pending or threatened. There are To the best of any Seller’s or any Member’s knowledge, no (i)part of any of the Branches contains, is located within, or abuts any flood plain, navigable water or other body of water, tideland, wetland, marshland or any other area which is subject to any special Requirement of Law, control or protection. The Sellers and Members have provided or caused to be provided to the Buyer true and complete copies of each Unexpired Lease.

Real Estate. (a) Section 3.20(a) of the Disclosure Schedule contains a complete and accurate list of the Leased Real Estate. Neither the Company nor any Subsidiary owns 4.8.1 AJOL has no interest in any real estate used in except those properties disclosed on the STB Business AJOL Disclosure Schedule (unless waived by DSI) for which AJOL alone holds title (the "Owned Properties") and those properties disclosed the AJOL Disclosure Schedule which AJOL leases or is affiliated withsubleases, as tenant or has an economic interest insubtenant (the "Leased Properties," and together with the Owned Properties, the other party to any lease or sublease for the Leased "Real Estate. Properties"). 4.8.2 (1) All of the terms written and conditions of the oral leases or subleases to the Leased Real Estate are as set forth in the written leases and subleases for the Leased Real Estate made available to Purchaser in the Dataroom (collectively, the “"Leases”), without any modification of any kind. Other than the Leases, there are no agreements, leases, tenancies, guaranties, licenses or assignments with respect to any real property or premises which would become an obligation or be binding upon or enforceable against Purchaser after Closing. Neither the Company’s nor any Subsidiary’s possession and quiet enjoyment ") of the Leased Real Estate has been disturbed Properties are disclosed on the AJOL Disclosure Schedule (unless waived by DSI), including for each its date, the name of the landlord (and owner if different than the landlord), the name of the lessee and any sublessee, the location and use of the property, the monthly base, rental payment, any scheduled or formula increases in base rent, a description of any provisions for tax or expense pass-throughs, the amount of any security deposit, the lease expiration date, all options to renew and whether there are no disputes with respect any non-disturbance agreements from mortgages or paramount lessors; (2) AJOL has delivered to DSI true and complete copies of all Leases, all amendments and supplements thereto and all such non-disturbance agreements; (3) except as disclosed on the AJOL Disclosure Schedule, AJOL is the holder of the lessee's or sublessee's interest, as applicable, in each Lease and AJOL has not assigned any Lease. Neither the Company nor any Subsidiary owes, or will owe in the future, any brokerage commissions or finder’s fees with respect to any Lease. Neither the Company nor any Subsidiary has subleased, licensed or otherwise granted any Person the right to use or occupy the Leased Real Estate or any portion thereof or has collaterally assigned or granted any other Encumbrance (other than Permitted Encumbrances) in such Lease or any interest therein. (b) The improvements on the Leased Real Estate are in good operating condition and repair (ordinary wear and tear excepted). No lienable work has been performed by therein or on behalf of the Company or subleased any Subsidiary on any portion of the Leased Real Estate for which payment Properties; (4) each Lease is in full force and effect; (5) AJOL and each AJOL subsidiary are not and, to the Knowledge of AJOL and each AJOL subsidiary and BUYERS, each landlord under any Lease, are not in material default under any Lease, and no event has not been made in full. No improvements on occurred which, with the Leased Real Estate encroach on giving of notice or passage of time or both, would constitute a Third Party’s real property or on set-back other restricted areas. No improvements on the Leased Real Estate violate any use or occupancy restriction, limitation, condition or covenant of record material default by AJOL or any applicable zoning or building Law or public utility or other easement. There are no (i)AJOL subsidiary or, to the Knowledge of AJOL and each AJOL subsidiary and BUYERS, any landlord under any Lease; and

Real Estate. (ai) Section 3.20(aThe Seller does not own real property in fee in connection with the Business nor does the Seller have any such real property under contract or option to purchase. (ii) The Seller has a valid, binding and enforceable leasehold or subleasehold interest in each of the Disclosure Schedule contains Assumed Leases to which it is a complete and accurate list of the Leased Real Estate. Neither the Company nor any Subsidiary owns any real estate used in the STB Business or is affiliated withparty, or has an economic interest insubject, the other party however, to any lease or sublease for the Leased Real Estate. All of the terms and conditions of the leases or subleases to the Leased Real Estate are as set forth in the written leases and subleases for the Leased Real Estate made available to Purchaser in the Dataroom (collectively, the “Leases”), without any modification of any kind. Other than the Leases, there are no agreements, leases, tenancies, guaranties, licenses or assignments limitations with respect to any enforcement imposed by law in connection with bankruptcy, insolvency and other laws affecting creditors’ rights generally and general principles of equity. The Seller presently occupies each such leased or subleased real property free of any subleases, occupancy agreements, licenses, concessions or premises which would become an obligation other agreements granting to any party or be binding upon parties (other than the Seller and the applicable landlords and/or sublandlords) a right of use or enforceable against Purchaser after Closingoccupancy of any portion of such leased real property. Neither The Seller has delivered to the Company’s nor any SubsidiaryBuyer a true and complete copy of each Assumed Lease, including all amendments and supplements thereto. The Seller’s possession and quiet enjoyment of each such leased or subleased real property under each of the Leased Real Estate has been Assumed Leases is not currently being disturbed and there are no disputes that are reasonably likely to lead to the termination of any of the Assumed Leases. There exists no default or any event that with notice or lapse of time or both would become a default on the part of the Seller or any other parties under the Assumed Leases. All Seller Facilities and tenant improvements located thereon or therein are in good operating condition, ordinary wear and tear excepted, and are adequate and suitable for the purposes for which they are currently being used. The Seller has not received any written notice that its occupancy or use or the condition of any of the Seller Facilities is in violation of any applicable laws, zoning ordinances or land use restrictions. The Seller has not received any written notice from a landlord under any Assumed Lease that any security deposit or portion thereof deposited with respect to such Assumed Lease has been applied in respect of a breach of or default under such Assumed Lease, except any Leasesecurity deposit or portion thereof that has been re-deposited in full. Neither the Company nor any Subsidiary owes, or The Seller does not owe and will not owe in the future, future any brokerage commissions or finder’s fees with respect to any Leaseof the Assumed Leases. Neither To the Company nor Seller’s knowledge, there are no unsatisfied capital expenditure requirements or remodeling obligations of the Seller under any Subsidiary of the Assumed Leases, other than ordinary maintenance and repair obligations. The Seller has subleasednot assigned, licensed transferred, sublet, or otherwise granted any Person person the right to use or occupy any of the Leased Real Estate or any portion thereof or has collaterally assigned Seller Facilities arising under the Assumed Leases or granted any other Encumbrance (other than Permitted Encumbrances) security interest in such any Assumed Lease or any interest therein. (b) , other than with respect to each Assumed Lease, to the applicable landlord pursuant to such Assumed Lease to the extent, if any, provided therein. The improvements on the Leased Real Estate are in good operating condition and repair (ordinary wear and tear excepted). No lienable work has been performed by or on behalf of the Company or any Subsidiary on any of the Leased Real Estate for which payment Seller has not been made in full. No improvements on any modification to the Leased Real Estate encroach on a Third Party’s real property Seller Facilities that will be required to be restored or on set-back other restricted areas. No improvements on otherwise removed at the Leased Real Estate violate expiration or termination of any use or occupancy restriction, limitation, condition or covenant of record or any applicable zoning or building Law or public utility or other easementAssumed Lease. There are no Assumed Leases for which the Seller is a sublandlord. As of the date hereof, except as set forth on Schedule 4.1(p)(ii), the Seller has exercised all renewal options prior to the deadline set forth in each Assumed Lease with an expiration date on or prior to December 31, 2014. (iiii) Schedule 4.1(p)(iii) sets forth, in respect of each Assumed Lease, the date and names of the parties to such Assumed Lease, a description of the leased premises, the expiration dates of the lease term, the amount of monthly or annual rental payments as of the date hereof and the status of rental payments, including any rental payments in arrears, any prepaid rent and the date through which rent is paid as of the date hereof. The Assumed Leases constitute all of the written and oral agreements of any kind for the leasing, rental, use or occupancy of leased real property to which the Seller is a party and relates to the Business. Except as set forth on Schedule 4.1(p)(iii), the Assumed Leases are the result of bona fide arms-length negotiations between the parties. There are no Assumed Leases under which the delivery date has not yet occurred.

Real Estate. (a) Section 3.20(aThe Company and the Company Subsidiaries do not own any real property. (b) Schedule 3.9(b) lists each parcel of real property or premises currently leased or subleased by the Company or any Company Subsidiary (each, a “Leased Real Property” and collectively, the “Leased Real Properties”), and sets forth the name of the Disclosure Schedule contains a landlord (or sublandlord, as applicable), the name of the Company or Company Subsidiary holding such leasehold interest, the street address and unit number of each Leased Real Property and the term of each lease and sublease. (c) True, correct and complete copies of all leases and accurate list of amendments thereto with respect to the Leased Real EstateProperties (collectively, the “Lease Documents”) have been made available to Buyer in the Dataroom. Neither the Company nor any Company Subsidiary owns leases or otherwise occupies any real estate property used in the STB Business operations or is affiliated withbusiness of the Company or any Company Subsidiary other than the real property subject to the Lease Documents. (d) The Company and the Company Subsidiaries’ have a valid and binding leasehold interest in each Leased Real Property and such leasehold interests in the Leased Real Properties are free and clear of all encumbrances other than Permitted Liens. Except as set forth in Schedule 3.9(d), neither the Company nor any Company Subsidiary has assigned, transferred, conveyed, mortgaged, deeded in trust, or has an economic encumbered any interest inin the leasehold or any of its rights under any Lease Document. (e) To the Company’s Knowledge, each Lease Document is in full force and effect and is enforceable against the other applicable lessor in accordance with its terms. The Company and the Company Subsidiaries are not in material default (after expiration of applicable notice and cure periods) under any of the Lease Documents, and to the Knowledge of the Company, there are no existing defaults by a lessor under any Lease Document and no party to any lease or sublease for Lease Document has exercised any termination rights with respect thereto. (f) The Company and the Company Subsidiaries have not received written notice that any of the Leased Real Estate. All Properties 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 and, to the Knowledge of the terms Company, no such condemnation, expropriation or taking has been proposed or is contemplated. (g) All Taxes (including real and conditions of the leases or subleases personal property Taxes and assessments and all special assessments, if any) pertaining to the Leased Real Estate Properties that are as set forth due and owing by the Company or any Company Subsidiary have been paid in full on or before the written leases and subleases for the Leased Real Estate made available to Purchaser in the Dataroom (collectivelydate that such Taxes fall due, the “Leases”), without any modification of any kind. Other than the Leases, there are no agreements, leases, tenancies, guaranties, licenses or assignments with respect to any real property or premises which would become an obligation or be binding upon or enforceable against Purchaser after Closing. Neither the Company’s nor any Subsidiary’s possession and quiet enjoyment of the Leased Real Estate has been disturbed and there are no disputes currently existing delinquencies with respect to any Leasethereto. Neither the Company nor any Company Subsidiary owes, has received any written notice of proposed local improvement charges or will owe in the future, any brokerage commissions or finder’s fees special levies of a material nature with respect to any Lease. Neither the Company nor any Subsidiary has subleased, licensed or otherwise granted any Person the right to use or occupy the Leased Real Estate or any portion thereof or has collaterally assigned or granted any other Encumbrance (other than Permitted Encumbrances) in such Lease or any interest therein. (b) The improvements on the Leased Real Estate are in good operating condition and repair (ordinary wear and tear excepted). No lienable work has been performed by or on behalf of the Company or any Subsidiary on any of the Leased Real Estate for which payment has not been made in full. No improvements on the Leased Real Estate encroach on a Third Party’s real property or on set-back other restricted areas. No improvements on the Leased Real Estate violate any use or occupancy restriction, limitation, condition or covenant of record or any applicable zoning or building Law or public utility or other easement. There are no (i)Properties.

Real Estate. The Companies do not own any real estate. With respect to real estate leased by the Companies (the "Leased Real Estate"): (a) Section 3.20(aSchedule 3.17 contains a listing and description (including the parties, term, expiration date(s), address, and description of the leased premises) of each written or oral lease regarding Leased Real Estate which is not otherwise described on Schedule 3.16 hereto. The Companies have provided to the Disclosure Schedule contains a Purchaser complete and accurate list copies of all leases of Leased Real Estate. Except as set forth on Schedule 3.17, (i) all leases of Leased Real Estate were made in the Ordinary Course of Business, and are valid, binding and currently in full force and effect, (ii) the Companies are not in default under any of the leases of Leased Real Estate, (iii) no event has occurred which, through the passage of time or the giving of notice, or both, would constitute a default by the Companies or give rise to a right of termination or cancellation by another Party under any of the leases of Leased Real Estate, or cause the acceleration of any Liability of the Companies, or result in the creation of any Encumbrance upon any of the Companies' properties or assets, and (iv) to the Knowledge of the Shareholders and the Companies, no other Party is in default under any of the leases of Leased Real Estate. Except as described on Schedule 3.17 hereto, none of the leases of Leased Real Estate have been canceled, terminated, amended or modified. Except as provided in Schedule 3.4 hereto, the consummation of the transactions contemplated hereby will not require the consent or approval of any Person under any of the leases of Leased Real Estate. (b) Except as set forth on Schedule 3.17 hereto, to the Knowledge of the Shareholders and the Companies, there are no public improvements affecting the Leased Real Estate, including, but not limited to, water, sewer, sidewalk, street, alley, curbing, landscaping or related improvements, which have been commenced and/or completed and for which an assessment has not been levied or, to the Knowledge of the Shareholders or the Companies, which may be levied after the date of this Agreement; (c) Except as set forth in Schedule 3.17 hereto, there are no deferred property Taxes or assessments with respect to the Leased Real Estate which may or will become due and payable as a result of the consummation of the transactions contemplated hereby; (d) Except as set forth in Schedule 3.17 hereto, there are no condemnation Proceedings pending or, to the Knowledge of the Shareholders or the Companies, Threatened with respect to all or any part of the Leased Real Estate. Neither ; (e) To the Company nor Knowledge of the Shareholders or the Companies, there are no Applicable Laws requiring repair, alteration or correction of any Subsidiary owns existing condition on the Leased Real Estate which would require the Companies to complete such work at its expense and, to the Knowledge of the Shareholders and the Companies, there are no conditions that could give rise to the same; (f) To the Knowledge of the Shareholders or the Companies, except as set forth in Schedule 3.17 hereto, (a) there are no structural, mechanical or other defects of material significance in any real estate used in of the STB Business or is affiliated withbuildings, or has an economic interest inimprovements, fixtures and equipment, including the other party to any lease or sublease for roof, heating, ventilating, air conditioning, electrical, plumbing and sanitary disposal systems, located on the Leased Real Estate. All , and (b) to the extent such is the responsibility of the terms Companies, all such buildings, improvements, fixtures and conditions of equipment, including the leases or subleases roof, heating, ventilating, air conditioning, electrical, plumbing and sanitary disposal systems, will be until the Closing Date, maintained in good repair, working order and condition, ordinary wear and tear excepted; (g) Except as set forth in Schedule 3.17 hereto, the improvements made by the Companies on the Leased Real Estate and the Companies' use thereof comply in all material respects with any and all building, zoning, subdivision, traffic, parking, land use, occupancy, health and other Applicable Laws pertaining to the Leased Real Estate are or to the development, construction, management, use and operations of the improvements thereon; (h) Except as set forth in Schedule 3.17 hereto, to the written leases and subleases for Knowledge of the Shareholders or the Companies, (A) the improvements on the Leased Real Estate made available to Purchaser in Estate, including fences, driveways and other structures occupied, used or claimed by the Dataroom (collectivelyCompanies, are wholly within the “Leases”), without any modification of any kind. Other than the Leases, there are no agreements, leases, tenancies, guaranties, licenses or assignments with respect to any real property or premises which would become an obligation or be binding upon or enforceable against Purchaser after Closing. Neither the Company’s nor any Subsidiary’s possession and quiet enjoyment boundary lines of the Leased Real Estate has been disturbed and there are such improvements, and (B) the Companies' present uses thereof do not in any material respect infringe upon the rights of any other Person; (i) Except as set forth in Schedule 3.17 hereto, to the Knowledge of the Shareholders or the Companies, no disputes with respect to buildings, fences, driveways or other structures of any Lease. Neither the Company nor adjoining owner encroach upon any Subsidiary owes, or will owe in the future, any brokerage commissions or finder’s fees with respect to any Lease. Neither the Company nor any Subsidiary has subleased, licensed or otherwise granted any Person the right to use or occupy part of the Leased Real Estate or any portion thereof or has collaterally assigned or granted any other Encumbrance (other than Permitted Encumbrances) in such Lease or any interest therein.Estate; and (bj) The improvements Except as set forth in Schedule 3.17 hereto, to the Knowledge of the Shareholders or the Companies, the Companies have all operating Permits necessary for the operation of the Business on the Leased Real Estate Estate, and all such Permits are in good operating condition and repair (ordinary wear and tear excepted)current. No lienable work has been performed by or on behalf To the Knowledge of the Company Shareholders or any Subsidiary on any of the Leased Real Estate for which payment has not been made Companies, except as set forth in full. No improvements on Schedule 3.17, the Leased Real Estate encroach on a Third Party’s real property Companies have all easements, or on set-back other restricted areas. No improvements on the Leased Real Estate violate any use or occupancy restriction, limitation, condition or covenant of record or any applicable zoning or building Law or access through public utility or easements, on to private property, construction Permits, highway crossing Permits (and other easement. There are no (i)similar Permits) and right-of-way-licenses reasonably necessary to conduct the Business.

Real Estate. (a) The Company owns no real property. Set forth on Section 3.20(a) 4.12 of the Disclosure Schedule contains a complete and accurate list is all real property leased by the Company (the “Real Property”). The Real Property comprises all of the Leased Real Estate. Neither the Company nor any Subsidiary owns any real estate property used or intended to be used in the STB Business and the Company is not a party to any agreement or option to purchase any real property or interest therein. (b) Set forth on Section 4.12 of the Disclosure Schedule is affiliated witheach lease pursuant to which the Company leases any Real Property. Each such lease is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms except as such enforceability may be limited by (i) applicable insolvency, bankruptcy, reorganization, moratorium or has an economic interest inother similar laws affecting creditors’ rights generally, and (ii) applicable equitable principles (whether considered in a proceeding at law or in equity). The Company is not in material violation or breach of or default under any such lease. To the Company’s Knowledge, the other party parties to any each such lease are not in material violation or sublease for the Leased Real Estatebreach of or default thereunder. All of the terms and conditions of the leases or subleases The Company has provided to the Leased Real Estate are as set forth in the written leases Buyer a true, correct and subleases for the Leased Real Estate made available to Purchaser in the Dataroom (collectively, the “Leases”), without any modification complete copy of any kindeach such lease. Other than the Leases, there are no agreements, leases, tenancies, guaranties, licenses No security deposit or assignments portion thereof deposited with respect to any real property or premises which would become an obligation or be binding upon or enforceable against Purchaser after Closing. Neither the Company’s nor any Subsidiary’s possession and quiet enjoyment of the Leased Real Estate such lease has been disturbed and there are applied in respect of a breach of or default under such lease that has not been redeposited in full. The Company owes no disputes with respect to any Lease. Neither the Company nor any Subsidiary owes, or will owe in the future, any brokerage commissions or finder’s fees with respect to any Leasesuch lease. Neither the The Company nor any Subsidiary has subleased, licensed not subleased or otherwise granted to any Person the right to use or occupy the Leased such leased Real Estate Property or any portion thereof or thereof. The Company has not collaterally assigned or granted any other Encumbrance (other than Permitted Encumbrances) Lien in any such Lease lease or any interest therein. (b) The improvements on , except for Permitted Liens. Any security deposit for the Leased Real Estate are in good operating condition and repair (ordinary wear and tear excepted). No lienable work has been performed by or on behalf benefit of the Company or any Subsidiary on any shall remain the property of the Leased Real Estate for which payment has not been made in full. No improvements on Company following the Leased Real Estate encroach on a Third Party’s real property transactions contemplated by this Agreement without any further actions by Company, Seller or on set-back other restricted areas. No improvements on the Leased Real Estate violate any use or occupancy restriction, limitation, condition or covenant of record or any applicable zoning or building Law or public utility or other easement. There are no (i)Buyer.

Real Estate. (a) Section 3.20(a) of the Disclosure Schedule contains a complete and accurate list of the Leased Real Estate. Neither the Company Parent nor any Subsidiary owns any real estate used in the STB Business or is affiliated withof its Subsidiaries owns, or has an economic ever owned, any real property. Section 4.20 of the Parent Disclosure Schedule sets forth a true, correct and complete list as of the date hereof of all real properties with respect to which Parent or any of its Subsidiaries directly or indirectly holds a valid leasehold interest in(including any subleases, licenses or sublicenses) as well as any other real estate that is in the other party to possession of or leased, subleased or licensed by Parent or any lease or sublease for of its Subsidiaries (the “Parent Leased Real Estate. All of the terms and conditions of the leases or subleases to the Leased Real Estate are as set forth in the written leases and subleases for the Leased Real Estate made available to Purchaser in the Dataroom (collectively, the “LeasesProperty”), without and a true, correct and complete list of all of the Parent Leased Real Property under which any modification of any kind. Other than the Leases, there are no agreements, leases, tenancies, guaranties, licenses or assignments with respect to any such real property or premises which would become an obligation or be binding upon or enforceable against Purchaser after Closing. Neither the Company’s nor any Subsidiary’s possession and quiet enjoyment of the Leased Real Estate has been disturbed and there are no disputes with respect to any Lease. Neither the Company nor any Subsidiary owesis leased, or will owe in the future, any brokerage commissions or finder’s fees with respect to any Lease. Neither the Company nor any Subsidiary has subleased, licensed or otherwise possessed (the “Parent Real Estate Leases”), each of which is in full force and effect, with no existing material default by Parent thereunder (or any act which, with notice or the passage of time, or both, could result in a material default under the Parent Real Estate Leases). Parent’s or its applicable Subsidiary’s use, occupancy and operation of each such Parent Leased Real Property conforms to all applicable Laws, and Parent or its applicable Subsidiary has exclusive possession of each such Parent Leased Real Property and has not granted any Person use or occupancy rights to tenants, subtenants or licensees with respect to such Parent Leased Real Property. Neither Parent nor any of its Subsidiaries has assigned, transferred, mortgaged, subleased or pledged (directly or indirectly) any interest in any of the Parent Real Estate Leases. In addition, each of Parent and its applicable Subsidiary has a valid leasehold interest in (or a valid right to use or occupy and occupy) the Parent Leased Real Estate or any portion thereof or has collaterally assigned or granted any other Encumbrance (Property, free and clear of all Liens other than Permitted Encumbrances) in Liens. To Parent’s Knowledge, neither the whole nor any part of the Parent Leased Real Property is subject to any pending suit for condemnation or other taking by any Governmental Entity, and no such Lease condemnation or other taking is threatened or contemplated. The Parent Leased Real Property comprises all of the real property used in, and is necessary for, the operation of the business of Parent and its Subsidiaries as currently conducted. Neither Parent nor any interest therein. (b) The improvements of its Subsidiaries has ever leased or operated at any real property other than the Parent Leased Real Property. All structures and buildings on the Parent Leased Real Estate Property are adequately maintained and are in good operating condition and repair (ordinary wear and tear excepted). No lienable work has been performed by or on behalf for the requirements of the Company business of Parent and its Subsidiaries as currently conducted. To Parent’s Knowledge, there is no pending or contemplated special assessment or reassessment of any Subsidiary on any of parcel included in the Parent Leased Real Estate for which payment has not been made Property that would result in full. No improvements on a material increase in the Leased Real Estate encroach on a Third Party’s real property or on set-back other restricted areas. No improvements on the Leased Real Estate violate any use or occupancy restrictionrent, limitation, condition or covenant of record or any applicable zoning or building Law or public utility additional rent or other easement. There are no (i)sums and charges payable by Parent or its Subsidiaries.

Real Estate. (a) Section 3.20(a) None of the Disclosure Schedule contains a complete and accurate list of ADC Selling Group, the Leased Real Estate. Neither ADC Foreign Subsidiaries, or the Company nor any Subsidiary ADC Software Group owns any real estate used property with respect to the Billing Software Business. Schedule 3.16 sets forth all leases of real property to which a member of the ADC Software Group is a party or that are included in the STB Business or is affiliated with, or has an economic interest in, the other party to any lease or sublease for the Leased Real Estate. All of the terms and conditions of the leases or subleases to the Leased Real Estate are as set forth in the written leases and subleases for the Leased Real Estate made available to Purchaser in the Dataroom Purchased Assets (collectively, the “Leases”). Sellers have previously made available to Buyer correct and complete copies of all the Leases (the “Leased Real Estate”), without any modification of any kindincluding all modifications, amendments and supplements thereto. Other than Except as otherwise set forth on Schedule 3.16, (i) either the LeasesADC Selling Group, there are no agreements, leases, tenancies, guaranties, licenses or assignments with respect to any real property or premises which would become an obligation or be binding upon or enforceable against Purchaser after Closing. Neither the Company’s nor any Subsidiary’s possession and quiet enjoyment Affiliate of the ADC Selling Group or the ADC Software Group has, and upon consummation of the transactions contemplated by this Agreement and subject to obtaining any necessary third party consents, Buyer (or a member of the ADC Software Group) will have, a valid, legally binding, leasehold interest in each parcel of Leased Real Estate has been disturbed free and there are no disputes with respect to any Lease. Neither the Company nor any Subsidiary owes, or will owe in the future, any brokerage commissions or finder’s fees with respect to any Lease. Neither the Company nor any Subsidiary has subleased, licensed or otherwise granted any Person the right to use or occupy the Leased Real Estate or any portion thereof or has collaterally assigned or granted any other Encumbrance clear of all Encumbrances (other than Permitted Encumbrances), and each Lease is in full force and effect, (ii) all rent and other charges due and payable by either the ADC Selling Group, an Affiliate of the ADC Selling Group or the ADC Software Group as tenants thereunder are current in such all material respects, (iii) no termination event or condition (including any condition that with the passage of time or the giving of notice, or both would constitute a default (including the contemplated transactions)) or uncured default of a material nature on the part of either the ADC Selling Group or the ADC Software Group exists under any Lease, and (iv) either the ADC Selling Group, an Affiliate of the ADC Selling Group or the ADC Software Group is in actual possession of each Leased Real Estate and is entitled to quiet enjoyment thereof in accordance with the terms of the applicable Lease and Applicable Law. Except for properties covered by the Transition Services Agreement, the Leased Real Estate constitutes all real property used or any interest thereinoccupied by the Billing Software Business. (b) The improvements Except as set forth on the Leased Real Estate are in good operating condition and repair (ordinary wear and tear excepted). No lienable work has been performed by or on behalf Schedule 3.16, no member of the Company ADC Selling Group, its Affiliates or the ADC Software Group is a party to, and to the Knowledge of the ADC Selling Group, there are no leases, subleases, licenses, concessions or other agreements, written or oral, granting to any Subsidiary on person, other than either a member of the ADC Selling Group, an Affiliate of the ADC Selling Group or a member of the ADC Software Group, the right of use or occupancy of any portion of the Leased Real Estate for which payment has not been made in full. No improvements on the Leased Real Estate encroach on a Third Party’s real property or on set-back other restricted areas. No improvements on the Leased Real Estate violate any use or occupancy restriction, limitation, condition or covenant of record or any applicable zoning or building Law or public utility or other easement. There are no (i)Estate.

Real Estate. (a) Section 3.20(a3.23(a) of the Disclosure Schedule contains a complete and accurate list of all real property that is owned by the Leased Company or any of the Non-Biofuels Subsidiaries and used, or held for use, in the LC Business or owned by any of the Biofuels Subsidiaries and all appurtenances, easements and other rights related thereto, and all buildings and other improvements located thereon, including, without limitation, the Xxxxxxxx Facility (collectively, the “Owned Real Estate”). The Company or one of its Subsidiaries holds good and marketable title to the Owned Real Estate, free and clear of all Encumbrances other than Permitted Encumbrances. None of the Permitted Encumbrances on the Owned Real Estate renders title to the Owned Real Estate unmarketable or are being violated by the Company or any of its Subsidiaries or will unreasonably interfere with the use of the Owned Real Estate. Neither the Company nor any Subsidiary owns of its Subsidiaries has leased or otherwise granted to any Person the right to use or occupy such Owned Real Estate or any portion thereof. There are no outstanding options, rights of first offer or rights of first refusal to purchase such Owned Real Estate or any portion thereof or interest therein. (b) Section 3.23(b) of the Disclosure Schedule contains a complete and accurate list of all real estate used property that is leased or subleased by the Company or any of its Subsidiaries as lessee or sublessee and, in the STB Business case of the Company or is affiliated withany Non-Biofuels Subsidiary, used, or held for use, in the LC Business, including, but not limited to, (i) any leases or subleases relating to the offices and research and development facility located in San Diego, California, (ii) any leases or subleases relating to the office facility located at 0000 Xxxx Xxxxx Xxxxxx, Xxxxx, Xxxxxxx, and (iii) any lease or sublease relating to the apartment located at 000 Xxxxx Xxxx Xxxxxx, Xxxxxxxx, Xxxxxxxxx (the “Leased Real Estate” and, together with the Owned Real Estate, the “Real Estate”). Except as set forth in Section 3.23(b) of the Disclosure Schedule, with respect to each lease or sublease agreement for the Leased Real Estate: (i) to the Knowledge of the Company, such lease or sublease is legal, valid, binding, enforceable and in full force and effect; (ii) the Contemplated Transactions do not require the consent of any other party to such lease or sublease (except for any required landlord or subtenant consent), will not result in a breach of or default under such lease or sublease, and will not otherwise cause such lease or sublease to cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing; (iii) neither the Company’s nor any Subsidiary’s possession and quiet enjoyment of the Leased Real Estate under such lease or sublease has been disturbed and, to the Knowledge of the Company, there are no disputes with respect to such lease or sublease; (iv) to the Knowledge of the Company, neither the Company nor any Subsidiary, nor any other Person party to such lease or sublease, is in breach of or default under such lease or sublease; and, to the Knowledge of the Company, no event has occurred or circumstance exists that, with the delivery of notice, the passage of time or both, would constitute such a breach or default, or permit the termination, modification or acceleration of rent under such lease or sublease; (v) to the Knowledge of the Company, no security deposit or portion thereof deposited with respect to such lease or sublease has been applied in respect of a breach of or default under such lease or sublease that has not been redeposited in full; (vi) neither the Company nor any Subsidiary owes, or will owe in the future, any brokerage commissions or finder’s fees with respect to such lease or sublease; (vii) the other Person party to such lease or sublease is not an Affiliate of, and otherwise does not have any economic interest in, the other party Company or any Subsidiary; (viii) neither the Company nor any Subsidiary has subleased, licensed or otherwise granted any Person the right to any lease use or sublease for the Leased Real Estate. All of the terms and conditions of the leases or subleases to occupy the Leased Real Estate or any portion thereof other than the San Diego Sublease; (ix) neither the Company nor any Subsidiary has collaterally assigned or granted any other Encumbrance (other than Permitted Encumbrances) in such lease or sublease or any interest therein other than the San Diego Sublease; and (x) there are as set forth no material understandings, oral or written, nor any course of dealings established between the parties of any sublease or lease which vary in any material respect with the written rights or obligations of the parties thereto. Other than the leases and subleases for the Leased Real Estate made available to Purchaser in the Dataroom (collectively, the “Leases”), without any modification of any kind. Other than the LeasesEstate, there are no agreements, leases, tenancies, guaranties, licenses or assignments with respect to any real property or premises which would become an obligation or be binding upon or enforceable against Purchaser or any Biofuels Subsidiary after Closing. Neither the Company’s nor any Subsidiary’s possession and quiet enjoyment of the Leased Real Estate has been disturbed and there are no disputes with respect to any Lease. Neither the Company nor any Subsidiary owes, or will owe in the future, any brokerage commissions or finder’s fees with respect to any Lease. Neither the Company nor any Subsidiary has subleased, licensed or otherwise granted any Person the right to use or occupy the Leased Real Estate or any portion thereof or has collaterally assigned or granted any other Encumbrance (other than Permitted Encumbrances) in such Lease or any interest therein. (bc) The improvements on the Leased Real Estate (other than the Xxxxxxxx Facility) are in good operating condition and repair (awnings and ordinary wear and tear excepted). The improvements on the Xxxxxxxx Facility are being conveyed in their current as-is condition and without any representation or warranty. With respect to the Leased Real Estate, there are no material capital expenditures that the Company or any of its Subsidiaries has deemed necessary to conduct of the LC Business as currently conducted. No lienable work has been performed on any of the Real Estate (other than the Xxxxxxxx Facility) for which payment has not been made in full. With respect to the Leased Real Estate, no improvements completed by or on behalf of the Company or any Subsidiary on any constituting a part of the Leased Real Estate for which payment has not been made in full. No improvements on the Leased Real Estate encroach on a Third Party’s real property not owned by or leased to the Company or any Subsidiary or on set-back other restricted areasareas pursuant to zoning codes or other applicable agreements. No improvements on With respect to the Leased Real Estate violate Estate, all improvements completed by or on behalf of the Company or any Subsidiary have received all approvals of applicable Governmental Authorities (including Permits, all of which have been fully paid for and are in full force and effect) required in connection with the ownership or operation thereof. With respect to the Leased Real Estate, none of the improvements completed by or on behalf of the Company or any Subsidiary are in violation of any use or occupancy restriction, limitation, condition or covenant of record or any applicable zoning or building Law or public utility or other easement, and, to the Knowledge of the Company, there are no violations of any applicable zoning or building Law relating to such improvements that remains unresolved. There are no (i)) contracts for services currently affecting the Real Estate except as set forth in Section 3.23(c) of the Disclosure Schedule, (ii) challenges or appeals pending, or, to the Knowledge of the Company, threatened regarding the amount of the Taxes on, or the assessed valuation of, the Real Estate, and neither the Company nor any Subsidiary has entered into any special arrangements or agreements with any Governmental Authority with respect thereto, (iii) condemnation proceedings pending or, to the Knowledge of the Company, threatened with respect to the Real Estate, or (iv) outstanding options, rights of first offer, rights of first refusal or contracts to purchase any Real Estate or any portion thereof, except as set forth in Section 3.23(c) of the Disclosure Schedule and as provided in the San Diego Sublease.

Real Estate. (ai) Section 3.20(a) of the The Disclosure Schedule contains a identifies SPP’s commercial real estate leases (the “Leased Real Estate”). SPP leased the Leased Real Estate pursuant to written leases, complete and accurate list copies of which have been previously delivered to Purchaser, and all of which are in full force and effect. SPP has not subleased any Leased Real Estate. To Seller’s knowledge, the Leased Real Estate is not subject to any leases or tenancies of any kind, except for SPP’s leases. All options in favor of SPP to purchase any of the Leased Real Estate, if any, are in full force and effect. The Leased Real Estate constitutes all real property and improvements leased by SPP. (ii) To Seller’s knowledge, the Leased Real Estate is not in possession of any adverse possessors, is used in a manner which is consistent and permitted by applicable zoning ordinances and other laws or regulations without special use approvals or permits, is served by all water, sewer, electrical, telephone, drainage and other utilities required for normal operations of the Business, is in good condition and repair, and requires no work or improvements to bring it into compliance with any applicable law or regulation or to repair or maintain the improvements thereon. (iii) To Seller’s knowledge, Seller is not in default of any provisions of any commercial real estate lease associated with the Leased Real Estate. (iv) Seller is not aware of any landlord who is in default of any provisions of any commercial real estate lease associated with the Leased Real Estate. (v) To Seller’s knowledge, there are no challenges or appeals pending regarding the amount of the real estate Taxes on, or the assessed valuation of, the Leased Real Estate, and no special arrangements or agreements exist with any governmental authority with respect thereto. There are no condemnation proceedings pending or, to Sellers’ knowledge, threatened with respect to any portion of the Leased Real Estate. Neither To Seller’s knowledge, there is no tax assessment (in addition to the Company nor any Subsidiary owns any normal, annual general real estate used in the STB Business or is affiliated withtax assessment) pending or, or has an economic interest into Sellers’ knowledge, the other party threatened with respect to any lease or sublease for portion of the Leased Real Estate. All of the terms and conditions of the leases or subleases to the Leased Real Estate are as set forth in the written leases and subleases for the Leased Real Estate made available to Purchaser in the Dataroom (collectively, the “Leases”), without any modification of any kind. Other than the Leases, there are no agreements, leases, tenancies, guaranties, licenses or assignments with respect to any real property or premises which would become an obligation or be binding upon or enforceable against Purchaser after Closing. Neither the Company’s nor any Subsidiary’s possession and quiet enjoyment of the Leased Real Estate has been disturbed and there are no disputes with respect to any Lease. Neither the Company nor any Subsidiary owes, or will owe in the future, any brokerage commissions or finder’s fees with respect to any Lease. Neither the Company nor any Subsidiary has subleased, licensed or otherwise granted any Person the right to use or occupy the Leased Real Estate or any portion thereof or has collaterally assigned or granted any other Encumbrance (other than Permitted Encumbrances) in such Lease or any interest therein. (b) The improvements on the Leased Real Estate are in good operating condition and repair (ordinary wear and tear excepted). No lienable work has been performed by or on behalf of the Company or any Subsidiary on any of the Leased Real Estate for which payment has not been made in full. No improvements on the Leased Real Estate encroach on a Third Party’s real property or on set-back other restricted areas. No improvements on the Leased Real Estate violate any use or occupancy restriction, limitation, condition or covenant of record or any applicable zoning or building Law or public utility or other easement. There are no (i)

Real Estate. The Company does not own any real property. Schedule ----------- 7.23 sets forth a true and complete list and description of all real property leased to or used by the Company as tenant, subtenant, or licensee, or subleased by the Company as sublandlord (athe "Leased Premises"), including (i) Section 3.20(athe location of such property, (ii) the name of the Disclosure Schedule contains lessor or licensor and all sublesees (if any), (iii) the execution and termination dates of the lease or license, and (iv) the renewal date and purchase options with respect thereto. Each lease, license and sublease (the "Real Estate Leases") covering a Leased Premise is valid and in full force and effect, conveys the leased real estate purported to be conveyed thereunder, is enforceable by the Company as tenant, licensee, sublandlord or subtenant in accordance with its terms, and there is not under any of such instruments any existing default or event of default (or event which with notice or lapse of time or both would constitute a default). If consent of the lessor or any mortgagee is required or deemed necessary by Buyer in connection with any Real Estate Lease, such consent, in form and substance satisfactory to Buyer, will be obtained prior to the Closing Date (such consents in the case of mortgagees to include non-disturbance agreements if requested by Buyer). The Company has delivered to Buyer complete and accurate list copies of all Real Estate Leases, together with all amendments and extensions thereto. There are no encroachments from any of the Leased Real EstatePremises onto adjoining real property, and there are no encroachments from any adjoining real property onto any of the Leased Premises. Neither Each structure located on the Company nor any Subsidiary owns any real estate used Leased Premises is structurally sound, well maintained, in good condition and repair and adequate for the STB Business or uses to which it is affiliated withpresently being put. The Leased Premises, or has an economic interest inincluding all structures, improvements and fixtures thereon and the other party current uses thereof, conform to any lease or sublease for the Leased Real Estate. All of the terms and conditions of the leases or subleases to the Leased Real Estate are all applicable reclamation, zoning, land use, subdivision, wetlands, building, health, environmental and safety laws, rules and regulations and, except as set forth in the written leases and subleases for the Leased Real Estate made available to Purchaser in the Dataroom (collectivelySchedule 7.23, the “Leases”), without no notice from any modification of any kind. Other than the Leases, there are no agreements, leases, tenancies, guaranties, licenses governmental body or assignments with respect to any real property or premises which would become an obligation or be binding upon or enforceable against Purchaser after Closing. Neither the Company’s nor any Subsidiary’s possession and quiet enjoyment of the Leased Real Estate other person has been disturbed and there are no disputes with respect to any Lease. Neither the Company nor any Subsidiary owesserved upon, or will owe in the futurereceived by, any brokerage commissions or finder’s fees with respect to any Lease. Neither the Company nor any Subsidiary has subleased, licensed or otherwise granted any Person the right to use or occupy the Leased Real Estate or any portion thereof or has collaterally assigned or granted any other Encumbrance (other than Permitted Encumbrances) in such Lease or any interest therein. (b) The improvements on the Leased Real Estate are in good operating condition and repair (ordinary wear and tear excepted). No lienable work has been performed by or on behalf of the Company or Keve claiming any Subsidiary violation of any such law, rule or regulation or requiring any work, repairs, reclamation, construction, alterations or installation on or in connection with such Leased Premises, or that any right of access or other right enjoyed by the Company in connection therewith is being modified or terminated. There are no pending or threatened condemnation or similar proceedings or assessments affecting any of the Leased Real Estate for which payment has not been made Premises, or lawsuits by adjoining landowners or others arising out of or in full. No improvements on connection with the Leased Real Estate encroach on a Third Party’s real property Premises, or on set-back other restricted areas. No improvements on the Leased Real Estate violate any use or occupancy restrictionoperation thereof, limitationnor, condition to the knowledge of Keve or covenant of record the Company, is any such lawsuit contemplated by any person, nor is any condemnation or assessment contemplated by any applicable zoning or building Law or public utility or other easement. There are no (i)governmental authority.

Real Estate. (a) Section 3.20(aSchedule 7.11(a) of the Disclosure Schedule exclusively contains a complete and accurate list of the Leased Real Estate. Neither all real estate leased by the Company nor and/or any Subsidiary owns any real estate used in the STB Business or is affiliated with, or has an economic interest in, the other party to any lease or sublease for the Leased Real Estate. All of the terms and conditions of the leases or subleases to the Leased Real Estate are as set forth in the written leases and subleases for the Leased Real Estate made available to Purchaser in the Dataroom (collectively, the “Leases”Real Estate), without listing all rent security deposits (Mietsicherheiten), name of the landlords, rental areas (Mietflächen), terms (Laufzeiten), extension options, amount of monthly net rent payments and rent reviews (Mietanpassungen). Either the Company or any modification Subsidiary, as applicable, has in the last 12 months prior to the Signing Date paid the rent and observed and performed all material covenants on the part of the tenant and the material conditions contained in the lease agreements related to any kindReal Estate leased by any such person. Other than On the Leases, Signing Date there are no agreementsoutstanding rent payments, leasesservice charges, tenancies, guaranties, licenses rights of retention (Zurückbehaltungsrechte) or assignments with respect rights to set off (Aufrechnungen) regarding the Real Estate. As of the Signing Date the lease agreements regarding the Real Estate are neither subject to any real property notice of termination (written or premises which would become an obligation or be binding upon or enforceable against Purchaser after Closing. Neither otherwise) nor has such termination been threatened and to the Company’s nor any Subsidiary’s possession and quiet enjoyment of the Leased Real Estate has been disturbed and Sellers' Knowledge there are no disputes with respect to any Leasereasons which would justify a termination. Neither The Real Estate leased by the Company nor and/or a Subsidiary is in a condition in accordance with the respective lease agreements and is suited for the Company and/or any Subsidiary owes, or will owe in to carry out their business. To the future, any brokerage commissions or finder’s fees with respect to any Lease. Neither the Company nor any Subsidiary has subleased, licensed or otherwise granted any Person the right to use or occupy the Leased Real Estate or any portion thereof or has collaterally assigned or granted any other Encumbrance (other than Permitted Encumbrances) in such Lease or any interest therein.Sellers’ (b) The improvements Neither the Company, nor any of its Subsidiaries holds any real property on the Leased Real Estate are basis of freehold ownership (Eigentum) or other ownership rights in good operating condition rem (dingliche Rechte) such as hereditary building rights (Erbbaurechte) or separate or condomininum ownership (Teil- oder Wohnungseigentum) and repair (ordinary wear and tear excepted). No lienable work has been performed by or on behalf of neither the Company or any Subsidiary on Company, nor any of its Subsidiaries is beneficiary to any rights in rem in relation to real property whether registered or not and neither the Leased Real Estate for which payment has not been made in full. No improvements on the Leased Real Estate encroach on a Third Party’s Company, nor any of its Subsidiaries have committed to acquire real property or on set-back other restricted areas. No improvements on have, to the Leased Real Estate violate Sellers' Knowledge, incurred any use environmental liability, including any obligation to remove, clear, or occupancy restrictioncorrect any environmental pollution, limitation, condition or covenant of record or any applicable zoning or building Law or public utility contamination or other easement. There are no (i)environmental damage, or to compensate or pay fines for environmental pollution, contamination or other environmental damage.

Real Estate. (a) Section 3.20(aSeller owns no real property. Schedule 3.14(a) of the Disclosure Schedule contains sets forth a complete and accurate list description of the Leased Real Estate. Neither the Company nor any Subsidiary owns any each lease of real estate used in the STB Business or property under which Seller is affiliated witha lessee, sublessee, or has an economic interest insublessor, the other party to than any lease or sublease for specifically designated as an Excluded Asset (such property, the “Leased Real Property”). True and complete copies of all leases and subleases to which Seller is a party respecting any Leased Real Property and all other instruments granting to the Seller leasehold interests, rights, options or other interests in the Leased Real Estate. All of the terms and conditions of the leases or subleases to the Leased Real Estate are as set forth in the written leases and subleases for the Leased Real Estate made available to Purchaser in the Dataroom Property (collectively, the “Real Property Leases”), without any modification of any kindhave been delivered to Buyer. Other than All Real Property Leases are valid and in full force and effect, are enforceable in accordance with their terms, and represent the Leases, there are no agreements, leases, tenancies, guaranties, licenses or assignments entire agreement between the parties thereto with respect to any real property or premises which would become an obligation or be binding upon or enforceable against Purchaser after Closingsuch Leased Real Property. Neither the Company’s nor any Subsidiary’s possession and quiet enjoyment Except as set forth on Schedule 3.14(a) of the Disclosure Schedule, (i) Seller is the tenant or landlord under all Real Property Leases and (ii) is the sole owner of all leasehold interests, as lessee, sublessee, or sublessor, in all Leased Real Estate has been disturbed Property for the lease terms set forth in and there are no disputes with respect pursuant to any Leasethe provisions of the Real Property Leases. Neither the Company nor any Subsidiary owes, or will owe in the future, any brokerage commissions or finder’s fees with respect Seller holds good and valid leasehold title to any Lease. Neither the Company nor any Subsidiary has subleased, licensed or otherwise granted any Person the right to use or occupy the all Leased Real Estate or any portion thereof or has collaterally assigned or granted any other Encumbrance (Property, free and clear of Liens other than Permitted Encumbrances) in such Lease or any interest thereinLiens. (b) The improvements With respect to the Real Property Leases generally and any Real Property Lease in particular, no breach or event of default has been committed by Seller or, to Seller’s Knowledge, by any other party to any of the Real Property Leases, and no event that, with the giving of notice or lapse of time or both, would constitute such breach or event of default by Seller or, to Seller’s Knowledge, by any other party, has occurred and not been remedied. Seller has not received any notice of any pending claim of uncured default by any landlord or other party under any Real Property Lease or regarding any Leased Real Property. Seller has operated each Leased Real Property in compliance with the terms of the related Real Property Lease, including, without limitation, the permitted use and restricted use provisions. All rental and other payments due under each of the Real Property Leases have been duly paid in accordance with the terms of such Real Property Lease or fully accrued on the Financial Statements. (c) Except as set forth on Schedule 3.14(c), Seller is not a party to, nor is it obligated under any option, right of first refusal or other contractual right to sell or dispose of its interest in any of the Real Property Leases to any Person other than Buyer. (d) Except as set forth on Schedule 3.14(d), Seller has not received any notice of and, to Seller’s Knowledge, there are not (i) any pending, threatened or contemplated condemnation proceeding affecting any of the Leased Real Estate Property or any part thereof, or of any sale or other disposition of any of the Leased Real Property or any part thereof in lieu of condemnation, or (ii) any special assessment proceedings, litigation or other dispute affecting any portion of the Leased Real Property or the Real Property Leases, or (iii) any pending or threatened enforcement proceeding by any Governmental Entity relating to an alleged zoning or building code violation affecting any portion of the Leased Real Property, or (iv) any appeal of a real property tax assessment where the lessee under any Real Property Leases would be liable for the payment of certain real estate Taxes. (e) Except as set forth on Schedule 3.2(b)(v) of the Disclosure Schedule, no consent by or notices to any lessor under any Real Property Lease is required for the assignment of the Real Property Leases to Buyer. (f) Except as set forth on Schedule 3.14(f): (i) all tenant improvements required to be performed to any Leased Real Property by the lessor or the lessee pursuant to the Real Property Leases have been completed and paid or accrued for; and (ii) no labor has been performed or material furnished for any of the Leased Real Property for or on behalf of Seller for which Seller has not heretofore fully paid or for which any Lien could be lawfully claimed by any Person. (g) Except as set forth on Schedule 3.14(g) of the Disclosure Schedule, to Seller’s Knowledge, there are no agreements in effect with, or any use exclusives or restrictions in favor of any Person (other than the landlord on the terms stated in the Real Property Leases) that would prevent or restrict the use of any of the Leased Real Property for the operation of the Business. Seller has the right to use the Leased Real Property for the operations presently conducted. (h) Seller possesses and will possess at Closing all Permits that are necessary to be obtained by Seller in connection with the leasing, occupancy, maintenance or operations of any of the Leased Real Property. (i) All Leased Real Property is supplied with utilities and other services necessary for the operation of such Leased Real Property. To Seller’s Knowledge, (a) all of the Leased Real Property either abuts on or has direct vehicle access to a public road, and (b) the improvements constituting any of the Leased Real Property are located within the boundary lines of any of the Leased Real Property and are not in violation of applicable setback requirements, zoning laws and ordinances. (j) Except as set forth on Schedule 3.14(j), to Seller’s Knowledge, all buildings, plants, leasehold improvements, structures, facilities, equipment and other items of tangible property and assets which are owned, leased or used by Seller are structurally sound, are in good operating condition and repair (ordinary subject to normal wear and tear exceptedgiven the use and age of such assets). No lienable work has been performed by or on behalf , and are usable in the ordinary course of the Company or any Subsidiary on any of the Leased Real Estate for which payment has not been made in full. No improvements on the Leased Real Estate encroach on a Third Party’s real property or on set-back other restricted areas. No improvements on the Leased Real Estate violate any use or occupancy restriction, limitation, condition or covenant of record or any applicable zoning or building Law or public utility or other easement. There are no (i)business.

Real Estate. (a) Section 3.20(a) 4.15 of the Company Disclosure Schedule contains sets forth a true, correct, and complete and accurate list of all of the real property owned or leased by the Company and its Subsidiaries, other than the Patented Claims, the Unpatented Claims, the Millsites and the Tunnel Sites. The Company or one or more of its Subsidiaries has good and marketable fee simple title to all of its owned real property disclosed or required to be disclosed on Section 4.15 of the Company Disclosure Schedule (the "Company Owned Properties"), and the Company and each of its Subsidiaries has a valid and subsisting leasehold estate in all of its leased real property disclosed or required to be disclosed on Section 4.15 of the Company Disclosure Schedule (the "Company Leased Real EstatePremises," and together with the Company Owned Properties, the "Company Properties"), in each case free and clear of all Liens other than Permitted Liens. Neither the Company nor any Subsidiary owns of its Subsidiaries (i) currently lease all or any real estate used in the STB Business or is affiliated with, or has an economic interest in, the other party to any lease or sublease for the Leased Real Estate. All part of the terms Company Owned Properties or (ii) has received written notice of any pending, and conditions to the Knowledge of the leases or subleases to the Leased Real Estate are as set forth in the written leases and subleases for the Leased Real Estate made available to Purchaser in the Dataroom (collectivelyCompany there is no threatened, the “Leases”), without any modification of any kind. Other than the Leases, there are no agreements, leases, tenancies, guaranties, licenses or assignments condemnation proceeding with respect to any real property of the Company Owned Properties. With respect to the Company Leased Premises, (a) all leases under which the Company or premises which one of its Subsidiaries leases any Company Leased Premises (the "Real Property Leases") are valid and in full force and effect and constitute binding obligations of the Company or one of its Subsidiaries and the counterparties thereto, in accordance with their respective terms, (b) there is not any existing default by the Company or any of its Subsidiaries under any of the Real Property Leases that would become an obligation give the lessor under such Real Property Lease the right to terminate such Real Property Lease or be binding upon amend or enforceable against Purchaser after Closing. Neither modify such Real Property Lease in a manner adverse to the Company’s , and (c) neither the Company nor any Subsidiary’s possession and quiet enjoyment of its Subsidiaries nor, to the Knowledge of the Leased Company, any third party, has violated any provision of, or committed or failed to perform any act which, with or without notice, lapse of time or both would constitute a default under the provisions of, any Real Estate has been disturbed and there are no disputes with respect to any Property Lease. Neither the Company nor any Subsidiary owesof its Subsidiaries has assigned, or will owe in the futurepledged, any brokerage commissions or finder’s fees with respect to any Lease. Neither the Company nor any Subsidiary has subleasedmortgaged, licensed hypothecated or otherwise granted transferred any Person the right to use or occupy the Leased Real Estate or any portion thereof or Property Lease nor has collaterally assigned or granted any other Encumbrance (other than Permitted Encumbrances) in such Lease or any interest therein. (b) The improvements on the Leased Real Estate are in good operating condition and repair (ordinary wear and tear excepted). No lienable work has been performed by or on behalf of the Company or any of its Subsidiaries entered into with any other Person (other than another wholly-owned Subsidiary on any of the Leased Real Estate for which payment has not been made in full. No improvements on Company) any sublease, license or other agreement that is material to the Leased Real Estate encroach on Company and its Subsidiaries, taken as a Third Party’s real property or on set-back other restricted areas. No improvements on whole, and that relates to the Leased Real Estate violate any use or occupancy restriction, limitation, condition or covenant of record all or any applicable zoning portion of the Company Leased Premises. True, correct, and complete copies of all Real Property Leases, and, with respect to the Company Owned Properties, true, correct, and complete copies of all deeds, title insurance policies, and surveys have been delivered or building Law or public utility or other easement. There are no (i)otherwise made available to Parent by the Company.

Real Estate. (a) None of the Companies or their Subsidiaries owns any real property. (b) Section 3.20(a2.19(b) of the Company Disclosure Schedule contains a complete and accurate list identifies by street address all of the real property that is leased, subleased or occupied pursuant to similar agreements by the Companies or any of their Subsidiaries (the “Leased Real EstateProperty”). Neither Seller has made available to Buyer true, correct and complete copies of all leases, lease guaranties, subleases, licenses, and agreements for the Company nor any Subsidiary owns any real estate used in the STB Business leasing, use or is affiliated withoccupancy of, or has an economic interest in, the other party to any lease otherwise granting a right in or sublease for the Leased Real Estate. All of the terms and conditions of the leases or subleases relating to the Leased Real Estate are as set forth in the written leases Property, including all amendments and subleases for the Leased Real Estate made available to Purchaser in the Dataroom modifications thereof (collectively, the “Leases”). There exists no default or condition, without or any modification state of facts or event that with the passage of time or giving of notice would constitute a default, in the performance by any kind. Other than of the Companies and their Subsidiaries of their respective obligations under any of the Leases or, to the Knowledge of Seller as of the date hereof, by any other party to any of the Leases, there are no agreements, leases, tenancies, guaranties, licenses or assignments with respect to any real property or premises which would become an obligation or be binding upon or enforceable against Purchaser after Closing. Neither None of the Company’s Companies nor any Subsidiary’s possession and quiet enjoyment of their Subsidiaries has received any written or, to the Knowledge of Seller, oral communication from the landlord or lessor under any of the Leased Real Estate Leases claiming that any of the Companies or any of their Subsidiaries are in breach of their obligations under the respective Leases, including due but unpaid rent or other charges. The Company or Subsidiary that is the tenant thereunder is in sole possession of the premises demised under each Lease and has been disturbed and there are no disputes with respect to any Lease. Neither the Company nor any Subsidiary owesnot assigned, or will owe in the futuresublet, any brokerage commissions or finder’s fees with respect to any Lease. Neither the Company nor any Subsidiary has subleased, licensed mortgaged or otherwise granted any Person the right to use or occupy the Leased Real Estate conveyed all or any portion thereof of its respective interest in any Lease or the premises demised under any of the Leases. Each Lease is in full force and effect and the Company or Subsidiary that is the tenant thereunder has collaterally assigned or granted any other Encumbrance a valid and enforceable interest in such Lease free and clear of all Liens (other than Permitted Encumbrances) in such Lease Liens). To the Knowledge of Seller, all buildings and all fixtures, equipment and other real or tangible property and assets held under the Leases by any interest therein. (b) The improvements on of the Leased Real Estate Companies or their applicable Subsidiaries are in good operating condition and repair (ordinary wear the systems located therein are in good working order and tear excepted)condition. No lienable work has been performed by or on behalf The Leased Real Property constitutes all of the Company or any Subsidiary on any of the Leased Real Estate for which payment has not been made in full. No improvements on the Leased Real Estate encroach on a Third Party’s real property or on set-back other restricted areas. No improvements on interests used by the Leased Real Estate violate any use or occupancy restriction, limitation, condition or covenant Companies and their Subsidiaries in the conduct of record or any applicable zoning or building Law or public utility or other easement. There are no (i)their business.

Real Estate. (a) Section 3.20(a) 3.16 of the Company Disclosure Schedule contains a complete true and accurate correct list of the Leased Real Estate. Neither the Company nor any Subsidiary owns any all leases, subleases, licenses or other Contracts for real estate used in the STB Business or is affiliated withproperty, or has an economic interest inincluding all amendments, the extensions, renewals, guaranties and other party to any lease or sublease for the Leased Real Estate. All of the terms agreements with respect thereto (each a “Lease” and conditions of the leases or subleases to the Leased Real Estate are as set forth in the written leases and subleases for the Leased Real Estate made available to Purchaser in the Dataroom (collectively, the “Leases”), without ) to which any modification of any kindAcquired Company is a party. Other than the Leasesreal property subject to the Leases (the “Leased Real Property”), there are no agreementsAcquired Company has any interest in real property, leasesfee or otherwise, tenancies, guaranties, licenses or assignments with respect nor is any Acquired Company party to any Contract to acquire an interest in real property or premises property. The applicable Acquired Company is the sole lessee under each Lease to which would become an obligation or be it is a party and has a good and valid leasehold interest in the applicable Leased Real Property subject to such Lease, in each case free and clear of all Encumbrances. The Leases are in full force and effect and are valid, binding upon or and enforceable against Purchaser after Closingthe applicable Acquired Company party thereto in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting or relating to creditors’ rights generally and general principles of equity, regardless of whether asserted in a proceeding in equity or at law. Neither True, correct and complete copies of all such Leases have been made available or provided to Purchaser. The Acquired Companies have paid all rents and service charges to the extent such rents and charges are due and payable under the Leases. Section 3.16 of the Company Disclosure Schedule also identifies as to each Lease: (i) the name of the landlord party thereto; (ii) the name of the applicable Acquired Company party thereto; (iii) the commencement date of the term and, if different, effective date of such Lease; (iv) the expiration date of the term; and (v) any guarantees, letters of credit or other third-party credit enhancements; and (vi) any options to renew, extend, purchase, cancel or terminate that are not expressly stated in such Lease. (b) Except as set forth on Section 3.16 of the Company Disclosure Schedule, neither the applicable Acquired Company party thereto, nor, to the Company’s nor Knowledge, any Subsidiaryother party to a Lease is in, or is alleged to be in, breach or default under any Lease, and there is no event, but for the passage of time or the giving of notice or both, which would constitute or result in any such breach or default by the applicable Acquired Company party thereto, nor, to the Company’s Knowledge, any other party thereto. No Acquired Company’s possession and quiet enjoyment of the its applicable Leased Real Estate Property under any applicable Lease has been disturbed and there are no disputes with respect to any Leasedisturbed. Neither Except as set forth on Section 3.16 of the Company nor any Subsidiary owesDisclosure Schedule, or will owe in the future, any brokerage commissions or finder’s fees with respect to any Lease. Neither the no Acquired Company nor any Subsidiary has subleased, licensed or otherwise granted to any Person the any right to use or occupy the Leased Real Estate Property or any portion thereof or thereof, and no Acquired Company has collaterally assigned or granted any other Encumbrance (other than Permitted Encumbrances) security interest in such Lease the Leased Real Property or any interest thereinthe Leases. (bc) The improvements on the Leased Real Estate are in good operating condition and repair (ordinary wear and tear excepted). No lienable work has been performed by or on behalf of the Company or any Subsidiary on any use of the Leased Real Estate Property by the Acquired Companies for which payment has use in the Company Business conforms to all applicable fire, safety, zoning and building Laws and ordinances, Laws relating to the disabled, and other applicable Laws, except where the failure to so conform would not been made in full. No improvements on the Leased Real Estate encroach on reasonably be expected to have a Third Party’s real property or on set-back other restricted areas. No improvements on the Leased Real Estate violate any use or occupancy restriction, limitation, condition or covenant of record or any applicable zoning or building Law or public utility or other easementMaterial Adverse Effect. There are no (i)pending or, to the Company’s Knowledge, threatened eminent domain, condemnation, zoning, or other Legal Proceedings affecting the Leased Real Property that would result in the taking of all or any part of the Leased Real Property or that would prevent or hinder the continued use of the Leased Real Property as currently used in the conduct of the Company Business.

Real Estate. The Company does not own, and has never owned, any real property and does not lease, and has never leased, any real property as a Sublessor to any third party. Schedule 2.13 lists all real property leases or subleases entered into by the Company (asuch “Leased Real Property”) Section 3.20(a) and contains a description of the Disclosure premises leased, the parties to such lease, the rental amount currently being paid, and the expiration of the term of such lease or sublease, and the current use of such property. The only interests of the Company in any real property are those identified on Schedule contains a 2.13, no other real property, or interest in real property, is used in the operation of the Company’s business, and Seller has made available to Buyer true, complete and accurate list correct copies of all Leases. The Company is not in default under any Lease, and no event has occurred that with notice or the passing of time would constitute a default by the Company under any Lease. To Seller’s Knowledge, no lessor is in default under any Lease, and no event has occurred that with notice or the passing of time would constitute a default by the lessor under any Lease. No dispute exists with respect to the Company’s right to enjoy the premises under the Leases. Except as set forth on Schedule 2.13, the Leased Real Property constitutes all of the real property utilized by the Company. The use and operation of the Leased Real Estate. Neither the Company nor any Subsidiary owns any real estate used Property in the STB conduct of Business does not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or is affiliated withagreement. To Seller’s Knowledge, or has an economic interest in, the other party to any lease or sublease for no material improvements constituting a part of the Leased Real EstateProperty encroach on real property owned or leased by a Person other than the Company. All There are no Actions pending nor, to the Seller’s Knowledge threatened against or affecting the Leased Real Property or any portion thereof or interest therein in the nature or in lieu of the terms condemnation or eminent domain proceedings. The Company has provided or made available to Buyer all title reports, surveys, title policies, environmental audits or reports, maintenance reports, permits and conditions of the leases or subleases appraisals with respect to the Leased Real Estate Property to the extent any of the foregoing are as set forth in the written leases possession of the Company or agents under its control. The Leased Real Property is sufficient for the conduct of the Company’s business as currently conducted. To Seller’s Knowledge, all buildings, structures and subleases for appurtenances comprising part of the Leased Real Estate made available Property that are currently being used by the Company are structurally sound and in satisfactory condition and have been reasonably maintained, normal wear and tear excepted. The Company has no obligation to Purchaser in restore the Dataroom (collectivelypremises subject to the Leased Real Property to their condition at the start of the applicable lease or otherwise, whether on the “Leases”), without any modification date hereof or at the termination or expiration of the lease. The Company will not be required as a result of any kind. Other than the Leases, there are no agreements, leases, tenancies, guaranties, licenses or assignments with respect alterations to any real property or premises which would become an obligation or be binding upon or enforceable against Purchaser after Closing. Neither facilities to expend greater than twenty five thousand ($25,000) in causing the Company’s nor Company to comply with the surrender conditions set forth in the applicable lease for any Subsidiary’s possession and quiet enjoyment of the Leased Real Estate has been disturbed and there are no disputes with respect to any Lease. Neither the Company nor any Subsidiary owes, or will owe in the future, any brokerage commissions or finder’s fees with respect to any Lease. Neither the Company nor any Subsidiary has subleased, licensed or otherwise granted any Person the right to use or occupy the Leased Real Estate or any portion thereof or has collaterally assigned or granted any other Encumbrance (other than Permitted Encumbrances) in such Lease or any interest thereinProperty. (b) The improvements on the Leased Real Estate are in good operating condition and repair (ordinary wear and tear excepted). No lienable work has been performed by or on behalf of the Company or any Subsidiary on any of the Leased Real Estate for which payment has not been made in full. No improvements on the Leased Real Estate encroach on a Third Party’s real property or on set-back other restricted areas. No improvements on the Leased Real Estate violate any use or occupancy restriction, limitation, condition or covenant of record or any applicable zoning or building Law or public utility or other easement. There are no (i)

Real Estate. (a) Neither the Company nor any of its Subsidiaries owns, or has ever owned, any real property. Section 3.20(a) 3.20 of the Company Disclosure Schedule contains sets forth a true, correct and complete list as of the date hereof of all real properties with respect to which the Company or any of its Subsidiaries directly or indirectly holds a valid leasehold interest (including any subleases, licenses or sublicenses) as well as any other real estate that is in the possession of or leased, subleased or licensed by the Company or any of its Subsidiaries (the “Company Leased Real Property”), and accurate a true, correct and complete list of all of the Company Leased Real EstateProperty under which any such real property is leased, subleased, licensed or otherwise possessed (the “Company Real Estate Leases”), each of which is in full force and effect, with no existing material default by the Company thereunder (or any act which, with notice or the passage of time, or both, could result in a material default under the Company Real Estate Leases). The Company’s or its applicable Subsidiary’s use, occupancy and operation of each such Company Leased Real Property conforms to all applicable Laws, and the Company or its applicable Subsidiary has exclusive possession of each such Company Leased Real Property and has not granted any use or occupancy rights to tenants, subtenants or licensees with respect to such Company Leased Real Property. Neither the Company nor any of its Subsidiaries has assigned, transferred, mortgaged, subleased or pledged (directly or indirectly) any interest in any of the Company Real Estate Leases. In addition, each of the Company and its applicable Subsidiary owns any real estate used has a valid leasehold interest in (or a valid right to use and occupy) the STB Business or is affiliated with, or has an economic interest in, the other party to any lease or sublease for the Company Leased Real EstateProperty, free and clear of all Liens other than Permitted Liens. All of the terms and conditions of the leases or subleases to the Leased Real Estate are as set forth in the written leases and subleases for the Leased Real Estate made available to Purchaser in the Dataroom (collectively, the “Leases”), without any modification of any kind. Other than the Leases, there are no agreements, leases, tenancies, guaranties, licenses or assignments with respect to any real property or premises which would become an obligation or be binding upon or enforceable against Purchaser after Closing. Neither To the Company’s Knowledge, neither the whole nor any Subsidiary’s possession and quiet enjoyment part of the Company Leased Real Estate has been disturbed and there are no disputes with respect Property is subject to any Leasepending suit for condemnation or other taking by any Governmental Entity, and no such condemnation or other taking is threatened or contemplated. The Company Leased Real Property comprises all of the real property used in, and is necessary for, the operation of the business of the Company and its Subsidiaries as currently conducted. Neither the Company nor any Subsidiary owes, of its Subsidiaries has ever leased or will owe in the future, operated at any brokerage commissions or finder’s fees with respect to any Lease. Neither real property other than the Company nor any Subsidiary has subleased, licensed or otherwise granted any Person the right to use or occupy the Leased Real Estate or any portion thereof or has collaterally assigned or granted any other Encumbrance (other than Permitted Encumbrances) in such Lease or any interest therein. (b) The improvements Property. All structures and buildings on the Company Leased Real Estate Property are adequately maintained and are in good operating condition and repair (ordinary wear and tear excepted). No lienable work has been performed by or on behalf for the requirements of the business of the Company and its Subsidiaries as currently conducted. To the Company’s Knowledge, there is no pending or contemplated special assessment or reassessment of any Subsidiary on any of parcel included in the Company Leased Real Estate for which payment has not been made Property that would result in full. No improvements on a material increase in the Leased Real Estate encroach on a Third Party’s real property or on set-back other restricted areas. No improvements on the Leased Real Estate violate any use or occupancy restrictionrent, limitation, condition or covenant of record or any applicable zoning or building Law or public utility additional rent or other easement. There are no (i)sums and charges payable by the Company or its Subsidiaries.

Real Estate. (a) Section 3.20(a) of the Disclosure Schedule contains Brincko does not and has not owned a complete and accurate list of the Leased Real Estate. Neither the Company nor any Subsidiary owns fee or freehold interest in any real estate used in the STB Business or is affiliated with, or has an economic interest in, the other party to any lease or sublease for the Leased Real Estate. All of the terms and conditions of the leases or subleases to the Leased Real Estate are as set forth in the written leases and subleases for the Leased Real Estate made available to Purchaser in the Dataroom (collectively, the “Leases”), without any modification of any kind. Other than the Leases, there are no agreements, leases, tenancies, guaranties, licenses or assignments with respect to any real property or premises which would become an obligation or be binding upon or enforceable against Purchaser after Closing. Neither the Company’s nor any Subsidiary’s possession and quiet enjoyment of the Leased Real Estate has been disturbed and there are no disputes with respect to any Lease. Neither the Company nor any Subsidiary owes, or will owe in the future, any brokerage commissions or finder’s fees with respect to any Lease. Neither the Company nor any Subsidiary has subleased, licensed or otherwise granted any Person the right to use or occupy the Leased Real Estate or any portion thereof or has collaterally assigned or granted any other Encumbrance (other than Permitted Encumbrances) in such Lease or any interest thereinproperty. (b) Schedule 4.11(b) sets forth a complete list, including addresses, of all leases and subleases of real property by or from Brincko (the “Brincko Real Property Leases”) as lessee or lessor. Brincko has delivered to Buyer true and complete copies of the Brincko Real Property Leases. Brincko has good, valid and enforceable leasehold interests to the leasehold estate in each Brincko Real Property Leases, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or Legal Requirements affecting the enforcement of creditors’ rights (regardless of whether enforcement is considered in a proceeding or in equity). Neither Brincko, nor, to the Knowledge of Brincko, any other party to the Brincko Real Property Leases, is in breach of or default under any of the Brincko Real Property Leases, and, to the Knowledge of Brincko, no event has occurred or circumstance exists that, with the delivery of notice, passage of time or both, would constitute such a breach or default, or permit the termination, modification or acceleration of rent under any of the Brincko Real Property Leases. (c) The real property covered by the Brincko Real Property Leases (the “Brincko Leased Property”) represents all of the real property assets reasonably required to conduct the Brincko Business. (d) To the Knowledge of Brincko, all structures and improvements on the Brincko Leased Real Estate Property, and appurtenances thereto, and the roof, walls and other structural components which are part thereof, and the heating, air conditioning, plumbing, electrical and other mechanical facilities thereof, are (i) in good operating condition and repair (ordinary reasonable wear and tear excepted). No lienable work has been performed by or on behalf ; (ii) in compliance in all material respects with all applicable Legal Requirements; and (iii) without structural defects, in each case, to the extent that the operation of the Company Brincko Business would not be materially impaired. All necessary utility services for the present and continued operation of the Brincko Leased Property (as currently operated), including but not limited to water, sewer, storm and waste water systems, telecommunications, electric power and natural gas service, are available thereto to the extent that the operation of the Brincko Business would not be materially impaired. (e) Brincko has not received written notice of any condemnation or eminent domain Action with respect to any Subsidiary on interest in any of the Brincko Leased Real Estate for which payment Property, and to the Knowledge of Brincko, there is no threatened condemnation or eminent domain Action with respect to any interest in any of the Brincko Leased Property. (f) To the Knowledge of Brincko, there is no default or event that with notice or lapse of time, or both, would constitute a default under any reciprocal easement agreement, cost-sharing or other agreement affecting any of the Brincko Leased Property. (g) Brincko has provided or made available to Buyer all material certificates, licenses, permits, leases, operating agreements, books, records, documents and information in its possession relating to the Brincko Leased Property and the ownership, lease, use and/or operation thereof. Brincko has provided or made available to Buyer all material documents in the possession of either of the Brincko Parties relating to the Brincko Leased Property. Brincko represents and warrants that the information previously delivered or made available, and any supplementary information delivered to Buyer on or before the Closing, are true and correct copies of the same materials in their files. (h) To the Knowledge of Brincko, the Brincko Leased Property is in material compliance with all Legal Requirements. Brincko has not been made received any notice from (i) any Government Entity, or any landlord under any Brincko Real Property Lease, stating that any of the Brincko Leased Property or any matter thereon is in full. No improvements on material violation of any Legal Requirement applicable to the Brincko Leased Real Estate encroach on a Third Party’s real property Property, which remains outstanding; or on set-back other restricted areas. No improvements on (ii) its insurers regarding defects or inadequacies of all or any part of the Brincko Leased Real Estate violate any Property or the use or occupancy restrictionoperation thereof. (i) Brincko has not committed or obligated itself in any manner whatsoever to sublease, limitationlicense or otherwise grant a right to occupy any of the Brincko Leased Property, condition or covenant to encumber any of record the Brincko Leased Property or any applicable zoning interest therein, to any Person. To the Knowledge of Brincko, no rights of first refusal or building Law offer or public utility options to purchase or other easement. There are no (i)lease exist with respect to the Brincko Leased Property in favor of any Person.

Real Estate. (a) Section 3.20(a) of the Disclosure Schedule contains a complete Fluoroware has good and accurate list of the Leased Real Estate. Neither the Company nor any Subsidiary owns any marketable title in fee simple to all real estate property and improvements which are owned by it and used in its business (the STB Business or is affiliated with"Fluoroware Owned Real Property"), or has an economic interest infree and clear of all liens, the other party to mortgages, encumbrances, covenants, charges, easements, restrictions, reservations, leases and assessments of any lease or sublease for the Leased Real Estatenature whatsoever. All of the terms buildings, improvements and conditions of structures located on the Fluoroware Owned Real Property or located on the real property subject to the leases or subleases to which Fluoroware is a party (the "Fluoroware Leased Real Estate are as set forth in the written leases and subleases for the Leased Real Estate made available to Purchaser in the Dataroom (collectively, the “Leases”), without any modification of any kind. Other than the Leases, there are no agreements, leases, tenancies, guaranties, licenses or assignments with respect to any real property or premises which would become an obligation or be binding upon or enforceable against Purchaser after Closing. Neither the Company’s nor any Subsidiary’s possession and quiet enjoyment of the Leased Real Estate has been disturbed and there are no disputes with respect to any Lease. Neither the Company nor any Subsidiary owes, or will owe in the future, any brokerage commissions or finder’s fees with respect to any Lease. Neither the Company nor any Subsidiary has subleased, licensed or otherwise granted any Person the right to use or occupy the Leased Real Estate or any portion thereof or has collaterally assigned or granted any other Encumbrance (other than Permitted EncumbrancesProperty") in such Lease or any interest therein. (b) The improvements on the Leased Real Estate are in good operating condition and repair (ordinary wear and tear excepted)suitable for the purposes for which they are being used. Each has adequate rights of ingress and egress for the operation of its business as it is currently being conducted by Fluoroware and has access, sufficient for the conduct of Fluoroware's business as now conducted or as presently proposed to be conducted, to all utilities, including electricity, sanitary and -19- storm sewer, potable water, natural gas and other utilities, used in the operation of the business of Fluoroware at that location. No lienable work such building, structure or improvement, or any appurtenance thereto or equipment therein, or the operation or maintenance thereof, violates any restrictive covenant or any provision of any federal, state or local law, ordinance or zoning, fire, safety, pollution or health regulations, or encroaches on any property owned by others. No condemnation proceeding is pending or threatened with respect to the Fluoroware Owned Real Property or the Fluoroware Leased Real Property. No change is pending or threatened in any provision of any federal, state or local law, ordinance or zoning or other regulation which might materially interfere with the present or proposed use of any building, improvement or structure located on the Fluoroware Owned Real Property or the Fluoroware Leased Real Property. (b) Fluoroware has been performed previously delivered to the Empak Representatives a true and complete copy of each lease (including all amendments and supplements thereto) of each real property leased or otherwise used by Fluoroware in its business. Each such lease is in full force and effect, and constitutes a legal, valid, and binding obligation of Fluoroware and each other party thereto, enforceable by Fluoroware against the lessor thereof in accordance with its terms. Neither Fluoroware nor any other party to any such lease is in default of or on behalf under any such lease. The transaction contemplated by this agreement will not result in the default of or under any such lease or require the consent of the Company lessor under any such lease. (c) The leases to which Fluoroware is are party are in full force and effect, and Fluoroware holds a valid and existing leasehold interest under each of such leases. Fluoroware is not in default, and no circumstances exist which, if not remedied, would, either with or any Subsidiary on without notice or the passage of time or both, result in such default under any of the Leased Real Estate for which payment has not been made in full. No improvements on the Leased Real Estate encroach on a Third Party’s real property or on set-back other restricted areas. No improvements on the Leased Real Estate violate any use or occupancy restriction, limitation, condition or covenant of record or any applicable zoning or building Law or public utility or other easement. There are no (i)such leases.

Real Estate. (a) Section 3.20(a) The Acquired Companies do not own any real estate. The attached "Real Estate Schedule" sets forth a correct summary description of all leases of real property to which any of the Disclosure Acquired Companies is a party (the "Leases"). Except as disclosed in the Real Estate Schedule contains a complete and accurate list attached hereto, each of the Leased Leases is legal, valid, binding, enforceable and in full force and effect, and subject to giving the necessary notices and obtaining the necessary consents as set forth on the Real Estate. Neither the Company nor any Subsidiary owns any real estate used in the STB Business or is affiliated withEstate Schedule, or has an economic interest in, the other party to any lease or sublease for the Leased Real Estate. All each of the terms Leases will continue to be legal, valid, binding, enforceable and conditions in full force and effect following the consummation of the leases or subleases transactions contemplated hereby, in each case on terms identical to the Leased Real Estate are as those set forth in the written leases Leases, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights, and subleases for as limited by general principles of equity that restrict the Leased availability of equitable remedies. Except as disclosed in the Real Estate made available Schedule, true, complete and correct copies of all of the Leases have been delivered to Purchaser Purchaser. Except as disclosed in the Dataroom (collectively, the “Leases”), without any modification of any kind. Other than the Leases, there are no agreements, leases, tenancies, guaranties, licenses or assignments with respect to any real property or premises which would become an obligation or be binding upon or enforceable against Purchaser after Closing. Neither the Company’s nor any Subsidiary’s possession and quiet enjoyment of the Leased Real Estate Schedule, no action has been disturbed and there are no disputes with respect to any Lease. Neither the Company nor any Subsidiary owes, taken or will owe in the future, any brokerage commissions or finder’s fees with respect to any Lease. Neither the Company nor any Subsidiary has subleased, licensed or otherwise granted any Person the right to use or occupy the Leased Real Estate or any portion thereof or has collaterally assigned or granted any other Encumbrance (other than Permitted Encumbrances) in such Lease or any interest therein. (b) The improvements on the Leased Real Estate are in good operating condition and repair (ordinary wear and tear excepted). No lienable work has been performed omitted by or on behalf of the Company or any Subsidiary on any of the Leased Real Estate for Acquired Companies, and, to the knowledge of the Seller, no other event has occurred or condition exists, that constitutes, or after notice or lapse of time or both would constitute, a default under any Lease or that may reasonably be expected to result in a loss of rights or the creation of any Lien thereunder or pursuant thereto. The leasehold interests of the Acquired Companies are not subject to any Lien, and each of the Acquired Companies is in quiet possession of the properties covered by the Leases to which payment has not been made in full. No improvements on the Leased Real Estate encroach on it is a Third Party’s real property or on set-back other restricted areas. No improvements on the Leased Real Estate violate any use or occupancy restriction, limitation, condition or covenant of record or any applicable zoning or building Law or public utility or other easement. There are no (i)party.

Real Estate. (a) Section 3.20(a) of the Disclosure Schedule contains a complete Seller does not own and accurate list of the Leased Real Estate. Neither the Company nor any Subsidiary owns any real estate used in the STB Business or is affiliated with, or has an economic interest in, the other party to any lease or sublease for the Leased Real Estate. All of the terms and conditions of the leases or subleases to the Leased Real Estate are as set forth in the written leases and subleases for the Leased Real Estate made available to Purchaser in the Dataroom (collectively, the “Leases”), without any modification of any kind. Other than the Leases, there are no agreements, leases, tenancies, guaranties, licenses or assignments with respect to never owned any real property or premises which would become an obligation interests in real property, and Seller does not have any outstanding option or be binding upon right of first refusal to purchase any real property or enforceable against Purchaser after Closing. Neither the Company’s nor any Subsidiary’s possession and quiet enjoyment of the Leased Real Estate has been disturbed and there are no disputes with respect to any Lease. Neither the Company nor any Subsidiary owes, or will owe in the future, any brokerage commissions or finder’s fees with respect to any Lease. Neither the Company nor any Subsidiary has subleased, licensed or otherwise granted any Person the right to use or occupy the Leased Real Estate or any portion thereof or has collaterally assigned or granted any other Encumbrance (other than Permitted Encumbrances) in such Lease or any interest therein. (b) The improvements on Section 7.9(b) of the Disclosure Schedule sets forth a true and complete list of all real property leased or subleased by Seller (the “Leased Real Property”) and a true and complete list of all real property licensed to Seller, or otherwise used or occupied by Seller for the operation of the Business (the “Licensed Real Property”), together with a true and complete list of (x) all leases (including the parties thereto, annual rent, expiration date and location of the real property covered thereby), lease guaranties and subleases with respect to the Leased Real Estate Property, including all amendments, terminations and modifications thereof (each, a “Lease”), and (y) licenses and agreements for the leasing, use or occupancy of, or otherwise granting a right in or relating Licensed Real Property, including all amendments, terminations and modifications thereof (each, a “License”). Seller has provided to Purchaser a true and complete copy of each Lease and each License. With respect to each such Lease or License: (i) Seller has a valid and assignable (subject to any required lessor or other consent requirements set forth on Section 7.3(a) of the Disclosure Schedule) interest or estate in such Lease or License, free and clear of all Liens, other than Permitted Liens; (ii) such Lease or License is in full force and effect, valid and enforceable against Seller in accordance with its terms; (iii) such Lease or License, as the case may be, constitutes the entire agreement to which Seller is a party with respect to the subject Leased Real Property or Licensed Real Property; (iv) Seller has not assigned, sublet, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the interest or estate created thereby; (v) the Leased Real Property and all facilities located thereon have received all material Permits required in connection with the operation thereof and are in good operating compliance in all material respects with and have been operated and maintained in all material respects in accordance with all applicable Laws, including any zoning Laws; (vi) Seller is not in receipt of any notice of default pursuant to such Lease or License, no rentals are past due and no condition exists that is or could be a default by Seller under such Lease or License; (vii) provided all applicable Landlord Consent and repair (ordinary wear Estoppel Certificates have been obtained as contemplated in Section 3.2(f) and tear excepted). No lienable work has all consents to assignment of Licenses contained in the top 10 Customer Contracts set forth on Schedule 9.5 have been performed by obtained, the Closing will not affect the enforceability against any Person of such Lease or on behalf License or the rights of the Company or any Subsidiary on any to the continued use and possession of the Leased Real Estate Property or Licensed Real Property for the conduct of business as currently conducted; and (viii) other than Seller, there are no other parties occupying, or with a right to occupy granted by Seller, the Leased Real Property. (c) All of the Leased Real Property, and all components of all improvements included within each Leased Real Property, including the roofs, foundations, walls and other structural elements thereof and the sprinkler and fire protection, if any, heating, ventilation, air conditioning, plumbing, electrical, mechanical, sewer, waste water, storm water, paving and parking equipment, systems and facilities included therein, are in good condition, working order and repair sufficient to serve their intended purposes, including use and operation consistent with their present use and operation, except for scheduled maintenance, repairs and replacements conducted or required in the Ordinary Course with respect to the operation of the Leased Real Property. (d) Each parcel of Leased Real Property abuts on at least one side a public street or road in a manner so as to permit reasonable, customary and adequate commercial and non-commercial vehicular and pedestrian ingress, egress and access to such parcel, or has adequate easements across intervening property to permit reasonable, customary and adequate commercial and non-commercial vehicular and pedestrian ingress, egress and access to such parcel from a public street or road. (e) To Seller’s Knowledge, there are no claims, governmental investigations, litigation or proceedings which payment has not are pending or threatened against the Leased Real Property. There are no claims, governmental investigations, litigation or proceedings which are pending or, to Seller’s Knowledge, threatened against Seller with respect to the Leased Real Property or Licensed Real Property. (f) No condemnation or eminent domain proceedings have been made in full. initiated by service of process on Seller which relate to the Leased Real Property or Licensed Real Property, and no such proceedings are, to Seller’s Knowledge, threatened or have been filed by any Governmental Authority with respect to the Leased Real Property. (g) No improvements on the Leased Real Estate Property encroach on onto (i) a Third Party’s real property parcel of land not owned or on setleased by Seller or (ii) any part of the Leased Real Property which is subject to or encumbered by a right-back other restricted areasof-way, easement or similar agreement. No improvements on any parcel of property not owned or leased by Seller encroaches onto the Leased Real Estate violate Property. (h) Seller is not in default in any material respect under and has not breached in any material respect, and the Leased Real Property is not in violation in any material respect of, and no event has occurred or is continuing which with notice or the passage of time, or both, would constitute a default in any material respect by Seller under any Contract affecting title to or relating to the use of the Leased Real Property, and no such Contract has impaired in any material way the right of Seller to operate the Business at the Leased Real Property, nor has Seller received any notice of or, to Seller’s Knowledge, is there any fence dispute, boundary dispute, boundary line question, water dispute or occupancy restriction, limitation, condition drainage dispute concerning or covenant of record or any applicable zoning or building Law or public utility or other easement. There are no (i)affecting the Leased Real Property.

Real Estate. (a) Section 3.20(aNeither the Company nor either of the Subsidiaries owns any real estate. (b) 3.3.36 of the Disclosure Schedule contains a true and complete list of all street addresses and accurate list legal descriptions of the Leased Real Estate. All Leased Real Estate is leased to the Company or one of the Subsidiaries pursuant to written leases, complete and accurate copies of which have been previously delivered to Purchaser, and all of which are in full force and effect. Neither the Company nor either of the Subsidiaries has subleased any Subsidiary owns any real estate used in the STB Business or Leased Real Estate. The Leased Real Estate is affiliated with, or has an economic interest in, the other party not subject to any lease leases or sublease tenancies of any kind, except for the Company's and the Subsidiaries' leases. All options in favor of the Company or one of the Subsidiaries to purchase any of the Leased Real Estate, if any, are in full force and effect. All of the terms and conditions of the leases or subleases to the The Leased Real Estate are as set forth in constitutes all real property and improvements leased by the written leases Company and subleases for the Subsidiaries. (c) The Leased Real Estate made available to Purchaser is not in the Dataroom (collectively, the “Leases”), without any modification possession of any kind. Other than adverse possessors, is used in a manner which is consistent and permitted by applicable zoning ordinances and other Laws without special use approvals or permits, are served by all water, sewer, electrical, telephone, drainage and other utilities required for normal operations of the LeasesBusiness, there are is in good condition and repair, and requires no agreements, leases, tenancies, guaranties, licenses work or assignments improvements to bring it into compliance with respect any applicable Law or to repair or maintenance the improvements thereon. (d) None of the utility companies serving any real property or premises which would become an obligation or be binding upon or enforceable against Purchaser after Closing. Neither the Company’s nor any Subsidiary’s possession and quiet enjoyment of the Leased Real Estate has been disturbed and there threatened the Company or either of the Subsidiaries with any reduction in service. (e) There are no disputes challenges or appeals pending regarding the amount of the real estate Taxes on, or the assessed valuation of, the Leased Real Estate, and no special arrangements or agreements exist with any Governmental or Regulatory Authority with respect thereto. (f) There are no condemnation proceedings pending or, to the Knowledge of the Company, threatened with respect to any Lease. Neither portion of the Company nor any Subsidiary owesLeased Real Estate. (g) There is no tax assessment (in addition to the normal, or will owe in annual general real estate tax assessment) pending or, to the futureKnowledge of the Company, any brokerage commissions or finder’s fees threatened with respect to any Lease. Neither the Company nor any Subsidiary has subleased, licensed or otherwise granted any Person the right to use or occupy the Leased Real Estate or any portion thereof or has collaterally assigned or granted any other Encumbrance (other than Permitted Encumbrances) in such Lease or any interest therein. (b) The improvements on the Leased Real Estate are in good operating condition and repair (ordinary wear and tear excepted). No lienable work has been performed by or on behalf of the Company or any Subsidiary on any of the Leased Real Estate for which payment has not been made in full. No improvements on the Leased Real Estate encroach on a Third Party’s real property or on set-back other restricted areas. No improvements on the Leased Real Estate violate any use or occupancy restriction, limitation, condition or covenant of record or any applicable zoning or building Law or public utility or other easement. There are no (i)Estate.

Real Estate. (a) Neither the Company nor any of its Subsidiaries owns any real property in fee simple. (b) Section 3.20(a3.11(b) of the Company Disclosure Schedule contains Letter sets forth a complete and accurate list as of the date hereof of all real property leased or subleased by the Company or any of its Subsidiaries with respect to which the annual lease or rental obligations currently exceed $100,000 in any one instance (the “Leased Real Property”), together with a true and complete list of all leases (including the parties thereto, date thereof and address of the real property covered thereby), lease guaranties, subleases, licenses, easements and any other agreements for the leasing, use or occupancy of, or otherwise granting a right in or relating to the Leased Real Property, entered into by the Company or any of its Subsidiaries, including all amendments, terminations and modifications thereof (each, a “Company Lease”). The Company has made available to Parent complete and accurate copies of all Company Leases. To the Company’s Knowledge, the Company or one of its Subsidiaries has a valid and existing leasehold estate in and to the Leased Real Property, subject to the terms of the Company Leases, to any Permitted Liens with respect thereto and to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). (c) Other than as set forth in Section 3.11(c) of the Company Disclosure Letter, with respect to each Company Lease: (i) the Company Lease as modified or amended is legal, valid, binding, enforceable by the Company or any of its Subsidiaries which is a party thereto (the “Tenant”), and in full force and effect; (ii) the Company Lease will continue to be legal, valid, binding, enforceable, and in full force and effect on substantially the same terms following the consummation of the Merger, and the landlord will not be entitled to terminate such Company Lease upon the Merger; (iii) the Tenant has not received or given any notice of any material default or event that with notice or lapse of time, or both would constitute a material default by the Tenant under the Company Lease for which such Company Lease could be terminated, and, to the Knowledge of the Company, no other party is in material default thereof and no party to the Company Lease has exercised any termination rights with respect thereto as a result of an event of default; (iv) neither Tenant nor, to the Knowledge of the Company, any other party to the Company Lease, is engaged in any material dispute, or forbearance program with respect to the Company Lease that would reasonably be expected to have a material adverse effect on the rights or obligations of the Tenant under the Company Lease; (v) the Tenant has not subleased, assigned, transferred, conveyed, mortgaged, granted a deed of trust, or encumbered its leasehold interest in the Leased Real Property subject to the Company Lease; and (vi) the monthly rent and all other charges due and payable by the Tenant are current under such Company Lease in all material respects, except for any such amounts which are being contested, described in Section 3.11(c)(vi) of the Company Disclosure Letter, in good faith by appropriate proceedings by the Company or any of its Subsidiaries. (d) The Company and each of its Subsidiaries, as applicable, has good and marketable title to, or valid leasehold interests in, all of its material tangible assets and properties, including the Leased Real Property, except for (i) such tangible assets and properties which are disposed of or, with respect to the Leased Real Property, the leasehold interests in which are terminated or expire, in the ordinary course of business, (ii) Permitted Liens and (iii) any other defects in title, easements, restrictive covenants, and other encumbrances of any nature that have not had and are not reasonably expected to have a Material Adverse Effect on the Company. (e) As used herein, the term “Permitted Lien” means any of the following: (i) Liens for Taxes which are not yet due and payable or delinquent or that are being contested in good faith by appropriate proceedings, (ii) Liens for assessments and other governmental charges or Liens of landlords, carriers, warehousemen, mechanics and repairmen incurred in the ordinary course of business, in each case for sums not yet due and payable or due but not delinquent or being contested in good faith by appropriate proceedings, (iii) Liens incurred in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social security or to secure the performance of tenders, statutory obligations, surety and appeal bonds, bids, leases, government contracts, performance and return of money bonds and similar obligations, (iv) Liens that do not materially interfere with the conduct of the Company’s business and do not materially adversely affect the present use or value of the Company’s assets, (v) zoning, building and other land use and environmental regulations by any Governmental Entities which are not currently violated or with respect to which the violation thereof, if any, does not materially interfere with the conduct of the Company’s business and does not materially adversely affect the present use by the Company and its Subsidiaries of the Leased Real Estate. Neither the Company nor any Subsidiary owns any real estate used Property, (vi) such other imperfections or irregularities in the STB Business or is affiliated withtitle, or has an economic interest incharges, the other party to any lease or sublease for the Leased Real Estate. All of the terms and conditions of the leases or subleases to the Leased Real Estate are as set forth in the written leases and subleases for the Leased Real Estate made available to Purchaser in the Dataroom (collectivelyeasements, the “Leases”), without any modification of any kind. Other than the Leases, there are no agreementssurvey exceptions, leases, tenanciessubleases, guarantiesand other occupancy agreements, licenses or assignments reciprocal easement agreements, restrictions and other encumbrances on title that do not materially interfere with respect to any real property or premises which would become an obligation or be binding upon or enforceable against Purchaser after Closing. Neither the conduct of the Company’s nor any Subsidiary’s possession business and quiet enjoyment do not materially adversely affect the present use by the Company and its Subsidiaries of the Leased Real Estate has been disturbed and there are no disputes with respect Property, (vii) as to any Lease. Neither Leased Real Property, Liens affecting the lessor thereof which have not been created by the Company nor any Subsidiary owes, or will owe in the future, any brokerage commissions or finder’s fees with respect to any Lease. Neither the Company nor any Subsidiary has subleased, licensed or otherwise granted any Person the right to use or occupy the Leased Real Estate or any portion thereof of its Subsidiaries or has collaterally assigned or granted any other Encumbrance (other than Permitted Encumbrances) in such Lease or any interest therein. (b) The improvements on caused by the Leased Real Estate are in good operating condition and repair (ordinary wear and tear excepted). No lienable work has been performed by or on behalf actions of the Company or any Subsidiary of its Subsidiaries, (viii) Liens relating to any debt or liabilities, including any contingent liabilities, that are reflected on any the consolidated balance sheet of the Leased Real Estate for Company and its Subsidiaries, (ix) matters which payment has an accurate survey would disclose, provided such matters do not been made in full. No improvements on interfere with the Leased Real Estate encroach on a Third Party’s real property or on set-back other restricted areas. No improvements on the Leased Real Estate violate any present use or occupancy restrictionof the property subject thereto or affected thereby, limitation(x) such other exceptions to or imperfections in title, condition charges, easements, covenants, conditions, restrictions and encumbrances which, individually or covenant in the aggregate, do not materially interfere with the present use of record any property subject thereto or any applicable zoning or building Law or public utility or other easement. There are no affected thereby and (i)xi) Liens consented to in writing pursuant by Parent.

Real Estate. (a) Section 3.20(aNo Seller owns any real property. (b) Schedule 3.16(b) lists all real property that is leased or subleased to each Seller as lessee or sublessee and used in the Business (the “Leased Real Estate”). All Leased Real Estate is leased or subleased to each Seller pursuant to written leases or subleases. All Leased Real Estate leases and subleases are in full force and effect, subject to proper authorization and execution by the other party thereto and the application of any bankruptcy or other creditor’s rights laws, and are listed on Schedule 3.16(b). Each Seller has provided to the Disclosure Schedule contains a Purchaser complete and accurate list copies of the all such leases and subleases (including all related amendments, modifications, addenda and side letters), which copies are correct and complete in all material respects. All rental and other payments under each Leased Real Estate. Neither the Company nor any Subsidiary owns any real estate used in the STB Business or is affiliated with, or has an economic interest in, the other party to any Estate lease or sublease for the Leased Real Estatethat are due and payable by each Seller are current. All of the terms and conditions of the leases or subleases to the No material default by each Seller has occurred under any Leased Real Estate are as set forth in lease or sublease which remains uncured and, to the written leases and subleases for the Seller’s Knowledge, no material default by any other party has occurred under any Leased Real Estate made available to Purchaser in lease or sublease. No event has occurred or fact, circumstance or condition exists that, with or without notice or the Dataroom (collectivelylapse of time, or the “Leases”), without any modification happening of any kindfuture event or existence of any future fact, circumstance or condition would become a default by each Seller under any Leased Real Estate lease or sublease. Other than the Leases, there are no agreements, leases, tenancies, guaranties, licenses No security deposit or assignments portion thereof deposited with respect to any real property or premises which would become an obligation or be binding upon or enforceable against Purchaser after Closing. Neither the Company’s nor any Subsidiary’s possession and quiet enjoyment of the Leased Real Estate has been disturbed and there are no disputes with applied in respect to any Leaseof a breach or default under the applicable lease or sublease without redeposit in full. Neither After the Company nor any Subsidiary owesClosing, or each Seller will owe in the future, any no brokerage commissions or finder’s fees with respect to any Lease. Neither the Company nor any Subsidiary has subleased, licensed or otherwise granted any Person the right to use or occupy the Leased Real Estate or any portion thereof or has collaterally assigned or granted any other Encumbrance (other than Permitted Encumbrances) in such Lease or any interest therein. (b) The improvements Estate. Except as otherwise set forth on Schedule 3.16(b), each Seller is the Leased Real Estate are in good operating condition and repair (ordinary wear and tear excepted). No lienable work has been performed by or on behalf of the Company or any Subsidiary on any sole tenant of the Leased Real Estate for which payment has Estate, does not been made in full. No improvements on share the Leased Real Estate encroach on a Third Party’s real property or on set-back other restricted areas. No improvements on the Leased Real Estate violate any use or occupancy restriction, limitation, condition or covenant of record or any applicable zoning or building Law or public utility or other easement. There are no (i)Leased

Real Estate. (a) Section 3.20(a) None of the Disclosure Schedule contains a complete and accurate list of the Leased Real Estate. Neither the Company nor any Subsidiary Acquired Companies presently owns any real estate used in the STB Business or is affiliated with, or has an economic interest in, the other party to any lease or sublease property. Except for the Leased Real Estate. All of the terms and conditions of the leases or subleases to the Leased Real Estate are as set forth in the written leases and subleases for the Leased Real Estate made available to Purchaser licenses described in the Dataroom Section 3.16(a) of Seller’s Disclosure Statement (including all amendments, extensions, renewals, guaranties and other agreements or Contracts with respect thereto) (each a “Lease” and collectively, the “Leases”), without no Acquired Company leases any modification real property. All Leases for real property to which any Acquired Company is a party are in full force and effect and are binding and enforceable against lessee and, to the Knowledge of any kindSeller, the lessors, except as such enforceability may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting or relating to creditors’ rights generally and general principles of equity, regardless of whether asserted in a proceeding in equity or at law. Other than the True and correct copies of all such Leases, there are no agreementsas amended or modified, leases, tenancies, guaranties, licenses have been provided or assignments with respect made available to any real property Buyer or premises which would become an obligation or be binding upon or enforceable against Purchaser after Closing. Neither the Company’s nor any Subsidiary’s possession and quiet enjoyment of the Leased Real Estate has been disturbed and there are no disputes with respect to any Lease. Neither the Company nor any Subsidiary owes, or will owe in the future, any brokerage commissions or finder’s fees with respect to any Lease. Neither the Company nor any Subsidiary has subleased, licensed or otherwise granted any Person the right to use or occupy the Leased Real Estate or any portion thereof or has collaterally assigned or granted any other Encumbrance (other than Permitted Encumbrances) in such Lease or any interest thereinits advisors. (b) Each of the Acquired Companies is entitled to and has exclusive possession of the real property subject to the Leases (the “Leased Real Property”). The improvements on Leased Real Property is not subject to any other legally binding lease, sublease, tenancy, subtenancy or license or any legally binding agreement to grant any such lease, tenancy or license, and there is no person in possession or occupation of, or who has any current right to possession or occupation of, the Leased Real Estate are Property other than the Acquired Companies. Each Acquired Company has a good and valid leasehold interest in good operating condition the applicable Leased Real Property, in each case, free and repair clear of any Encumbrances. (ordinary wear and tear excepted). c) With respect to the Leased Real Property: (i) No lienable work has been performed by or on behalf Acquired Company is in material default under the terms of the Company or Leases; (ii) to the Knowledge of Seller, the lessor is not in material default under any Subsidiary on any of the terms of the Leases; and (iii) to the Knowledge of Seller, all existing water, drainage, sewage and utility facilities relating to the Leased Real Property are adequate for the Acquired Companies’ existing use and operation of the Leased Real Estate Property. (d) The Leased Real Property is zoned for the purposes for which payment has not been made in full. No improvements on it is being used by the Leased Real Estate encroach on a Third Party’s real property or on set-back other restricted areas. No improvements on the Leased Real Estate violate any use or occupancy restriction, limitation, condition or covenant of record or any applicable zoning or building Law or public utility or other easement. There are no (i)Acquired Companies.

Real Estate. (a) Section 3.20(a) of the Disclosure Schedule contains a complete and accurate list of the Leased Real Estate. Neither the Company nor any Subsidiary owns Sensor does not own any real estate used in and does not have the STB Business or is affiliated with, or has an economic interest in, the other party option to any lease or sublease for the Leased Real Estate. All of the terms and conditions of the leases or subleases to the Leased Real Estate are as set forth in the written leases and subleases for the Leased Real Estate made available to Purchaser in the Dataroom (collectively, the “Leases”), without any modification of any kind. Other than the Leases, there are no agreements, leases, tenancies, guaranties, licenses or assignments with respect to acquire any real property or premises which would become an obligation or be binding upon or enforceable against Purchaser after Closing. Neither the Company’s nor any Subsidiary’s possession and quiet enjoyment of the Leased Real Estate has been disturbed and there are no disputes with respect to any Lease. Neither the Company nor any Subsidiary owes, or will owe in the future, any brokerage commissions or finder’s fees with respect to any Lease. Neither the Company nor any Subsidiary has subleased, licensed or otherwise granted any Person the right to use or occupy the Leased Real Estate or any portion thereof or has collaterally assigned or granted any other Encumbrance (other than Permitted Encumbrances) in such Lease or any interest thereinestate. (b) Sensor does not lease any real estate other than the premises identified in the Disclosure Statement as being so leased (the "Leased Premises"). The Leased Premises are leased to Sensor pursuant to written leases, true, correct and complete copies of which are attached to the Disclosure Statement. None of the improvements on comprising the Leased Real Estate Premises, or the businesses conducted or proposed to be conducted by Sensor thereon, are in good operating condition and repair (ordinary wear and tear excepted). No lienable work has been performed by violation of any building line or on behalf of the Company or any Subsidiary on any of the Leased Real Estate for which payment has not been made in full. No improvements on the Leased Real Estate encroach on a Third Party’s real property or on set-back other restricted areas. No improvements on the Leased Real Estate violate any use or occupancy restriction, limitation, condition or covenant of record or any applicable zoning or building Law law, code or ordinance, public utility or other easementeasements or other applicable law, except for violations which do not have a material adverse effect upon or materially interfere with the conduct of the Business. No material expenditures are required to be made for the repair or maintenance of any improvements on the Leased Premises or for the Leased Premises to be used for its intended purpose. Sensor is not in default under any agreement relating to the Leased Premises nor, to the best knowledge of the Contract Parties, is any other party thereto in default thereunder. (c) The Leased Premises and each facility located on the Leased Premises are currently served by gas, electricity, water, sewage and waste disposal and other utilities adequate to operate such Leased Premises in accordance with the operations that have been historically conducted thereon and, to the Contract Parties' knowledge, none of the utility companies serving any such Leased Premises has threatened any of the Contract Parties with any reduction in service. All of said utilities are installed and operating on the Leased Premises and all installation and connection charges have been paid for in full or are accrued on the Interim Financial Statements. (d) None of the Contract Parties nor any Governmental Authority has asserted any challenges or appeals regarding the amount of the taxes on, or the assessed valuation of, the Leased Premises, and none of the Contract Parties has any special arrangements or agreements with any governmental authority with respect thereto (the representations and warranties contained in this Section 5.15(e) shall not be deemed to be breached by any prospective general increase in real estate tax rates). (e) There are no condemnation proceedings pending or, to the best of the Contract Parties' knowledge, threatened with respect to any portion of the Leased Premises. (i)f) There is no tax assessment (in addition to the normal, annual general real estate tax assessment) pending or, to the best of the Contract Parties' knowledge, threatened with respect to any portion of the Leased Premises to the extent Sensor is liable for payment therefor. (g) The buildings and other facilities located on the Leased Premises are free of any latent structural or engineering defects known to the Contract Parties or any patent structural or engineering defects.

Real Estate. (a) Section 3.20(a) of the Disclosure Schedule contains a complete and accurate list of the Leased Real Estate. Neither the No Company nor any or Subsidiary owns any real estate used property except as shown in the STB Business or is affiliated with, or has an economic interest in, the other party to any lease or sublease for the Leased Real Estate. All of the terms and conditions of the leases or subleases to the Leased Real Estate are as set forth in the written leases and subleases for the Leased Real Estate made available to Purchaser in the Dataroom (collectively, the “Leases”), without any modification of any kind. Other than the Leases, there are no agreements, leases, tenancies, guaranties, licenses or assignments with respect to any real property or premises which would become an obligation or be binding upon or enforceable against Purchaser after Closing. Neither the Company’s nor any Subsidiary’s possession and quiet enjoyment of the Leased Real Estate has been disturbed and there are no disputes with respect to any Lease. Neither the Company nor any Subsidiary owes, or will owe in the future, any brokerage commissions or finder’s fees with respect to any Lease. Neither the Company nor any Subsidiary has subleased, licensed or otherwise granted any Person the right to use or occupy the Leased Real Estate or any portion thereof or has collaterally assigned or granted any other Encumbrance (other than Permitted Encumbrances) in such Lease or any interest thereinDisclosure Memorandum. (b) The water, electric, gas, and sewer utility services, and storm drainage facilities currently available to the real property leased by any Company or a Subsidiary are adequate for the conduct of the Business and the operation of the Restaurants, and to the knowledge of the Major Shareholders, there is no condition which will result in the termination of the present access from the Real Property to such utility services and facilities; provided, however, that such utility services and facilities are not to date available to certain real property leased by any Company or Subsidiary upon which a Restaurant has not to date opened for business. (c) The Companies and Subsidiaries have obtained, or landlords have obtained on their behalf, all easements, authorizations, and rights-of-way, which are reasonably necessary to ensure reasonable vehicular and pedestrian ingress and egress to and from the Real Property. There are no restrictions on entrance to or exit from the Real Property to adjacent public streets, roadways, or parking lots presently used other than as contained in such easements, authorizations, and rights of way, and to the knowledge of Major Shareholders, no conditions which will result in the termination of the present access from the Real Property to existing highways and roads and parking lots or private drives presently used other than as contained in such easements, authorizations, and rights of way. (d) Neither a Company nor any Subsidiary has received any notices, oral or written, or has reason to believe, that any Government having the power of eminent domain over the Real Property has commenced or intends to exercise the power of eminent domain or a similar power with respect to all or any part of the Real Property. (e) The Real Property and the present uses thereof by the Companies and Subsidiaries comply in all material respects with all regulations of any Government having jurisdiction over the Real Property. (f) The improvements located on the Leased Real Estate Property and used by the Companies or Subsidiaries are in good condition and are structurally sound, and all mechanical and other systems located therein are in good operating condition and repair (ordinary condition, in each case, subject to normal wear and tear excepted)tear, and no condition exists requiring material repairs, alternations, improvements, or corrections. (g) Each Restaurant provides legally sufficient on or off-site (pursuant to the applicable agreements) parking for the operation of the Restaurant located thereon. (h) To the knowledge of the Major Shareholders, no work for municipal improvements has been commenced on, or in connection with, any parcel of Real Property or any street adjacent thereto which is likely to result in a special assessment on the Real Property or materially impede access to the Real Property and, to the knowledge of the Major Shareholders, no such improvements are contemplated. To the knowledge of the Major Shareholders, no assessment for public improvements has been made against the Real Property which remains unpaid. No lienable work written notice from any Government has been performed served upon the Real Property or received by Sellers requiring or on behalf of calling attention to the Company need for any work, repair, construction, alteration, or any Subsidiary on any of installation on, or in connection with, the Leased Real Estate for Property which payment has not been made complied with in full. No improvements on the Leased Real Estate encroach on a Third Party’s real property or on set-back other restricted areas. No improvements on the Leased Real Estate violate any use or occupancy restriction, limitation, condition or covenant of record or any applicable zoning or building Law or public utility or other easement. There are no (i)all material respects.

Real Estate. (a) Section 3.20(a4.12(a) of the Disclosure Schedule contains a complete Letter sets forth true and accurate list correct street addresses of the Leased Real Estate. Neither the Company nor all real property or any Subsidiary owns interest therein (including without limitation any option or other right or obligation to purchase any real estate property or any interest therein) used in the STB operations of the Business (such parcels of real property and all improvements, facilities and fixtures thereon, are referred to herein collectively as the “Real Estate”), and, for each parcel of Real Estate leased or is affiliated withsubleased by Sellers, or has an economic interest in, Section 4.12(a) of the other party to any Disclosure Letter shall also include identification of the lease or sublease for the Leased Real Estate. All sublease, and a list of the terms all contracts, agreements, leases, subleases, options and conditions commitments, oral or written, affecting such real property or any interest therein to which Sellers are a party or by which any of the leases or subleases to the Leased Real Estate are as set forth their interests in the written leases and subleases for the Leased Real Estate made available to Purchaser in the Dataroom real property is bound (collectively, the “Real Estate Leases”). Sellers have been in peaceable possession of the premises covered by each Real Estate Lease since the commencement of the original term of such Real Estate Lease. Sellers have delivered to Buyers accurate, without correct and complete copies of each Real Estate Lease. At the Closing, Sellers shall deliver to Buyers any modification consents or approvals of any kind. Other than parties required in connection with the Leases, there are no agreements, leases, tenancies, guaranties, licenses or assignments transactions contemplated hereby with respect to the Real Estate Leases listed on Section 4.12(a) of the Disclosure Letter. U.S. Seller does not own and has not owned any real property or premises which would become an obligation or be binding upon or enforceable against Purchaser after Closing. Neither used in connection with the Company’s nor any Subsidiary’s possession and quiet enjoyment of the Leased Real Estate has been disturbed and there are no disputes with respect to any Lease. Neither the Company nor any Subsidiary owes, or will owe in the future, any brokerage commissions or finder’s fees with respect to any Lease. Neither the Company nor any Subsidiary has subleased, licensed or otherwise granted any Person the right to use or occupy the Leased Real Estate or any portion thereof or has collaterally assigned or granted any other Encumbrance (other than Permitted Encumbrances) in such Lease or any interest thereinBusiness. (b) The improvements With respect to each parcel of Real Estate, except for Permitted Encumbrances and except as set forth on Section 4.12(b) of the Leased Real Estate Disclosure Letter: (i) there are no pending or, to the knowledge of each of Sellers or the Stockholders, threatened condemnation or other proceedings, suits or administrative actions relating to any such parcel or other matters affecting adversely the current use, occupancy or value thereof; (ii) all improvements, buildings and systems on any such parcel are in good operating condition and repair (ordinary condition, normal wear and tear excepted). No lienable work has been performed by , and are safe for their current occupancy and use; (iii) there are no contracts relating to service, management or on behalf similar matters to which Sellers or the Stockholders are a party which affect any such parcel; (iv) Sellers have not received any notice of any special Tax, levy or assessment for benefits or betterments that affect any parcel of the Company Real Estate and, to the knowledge of each of Sellers or the Stockholders, no such special Taxes, levies or assessments are pending or contemplated; (v) there are no contracts granting to any party or parties the right of use or occupancy of any such parcel, and there are no parties (other than Sellers) in possession of any such parcel; (vi) all facilities located on each such parcel are supplied with utilities and other services necessary for their operation or use, all of which services are adequate in accordance with all applicable Laws; (vii) each such parcel abuts on and has adequate direct vehicular access to a public road and there is no pending or, to the knowledge of each of Sellers or the Stockholders, threatened termination of such access and (viii) there are no Liens with respect to the Real Estate. (c) With respect to the Irish Real Estate: (i) Irish Seller has complied, and is complying, with the Irish Planning Acts, has complied with and has obtained all necessary Irish Property Permits and has satisfied all conditions attaching to such Irish Property Permits (including the satisfaction of any financial contributions required to be made by Irish Seller) and (ii) there are no repair or enforcement notices, closing, demolition or clearance orders, warning letters, notices requiring the removal or alteration of a structure or the discontinuance of use, or any Subsidiary on similar notices, affecting any of the Leased Irish Real Estate for which payment has not been made in full. No improvements on the Leased Real Estate encroach on a Third Party’s real property or on set-back other restricted areas. No improvements on the Leased Real Estate violate Estate, nor, to Sellers’ and Stockholders’ Knowledge, are there any use or occupancy restriction, limitation, condition or covenant of record or circumstances likely to lead to any applicable zoning or building Law or public utility or other easement. There are no (i)being made.

Real Estate. (a) Section 3.20(aSchedule 3.18(a) of the Disclosure Schedule contains sets forth a complete and accurate list of all real property and interests in real property owned in fee by the Leased Real Estate. Neither the Company nor any Subsidiary owns any real estate Seller relating to or used in the STB Business or is affiliated with, or has an economic interest in, the other party to any lease or sublease for the Leased Real Estate. All of the terms and conditions of the leases or subleases to the Leased Real Estate are as set forth in the written leases and subleases for the Leased Real Estate made available to Purchaser in the Dataroom Operations (collectively, the “LeasesOwned Real Property”). Seller has insurable title to the Owned Real Property, without any modification of any kind. Other than the Leases, there are no agreements, leases, tenancies, guaranties, licenses or assignments with respect and to any real property or premises which would become an obligation or be binding upon or enforceable against Purchaser after Closing. Neither the Company’s nor any Subsidiary’s possession and quiet enjoyment all of the Leased Real Estate has been disturbed buildings, structures and there are no disputes with respect to any Lease. Neither other improvements located thereon, free and clear of all Liens, except for the Company nor any Subsidiary owes, or will owe in the future, any brokerage commissions or finder’s fees with respect to any Lease. Neither the Company nor any Subsidiary has subleased, licensed or otherwise granted any Person the right to use or occupy the Leased Real Estate or any portion thereof or has collaterally assigned or granted any other Encumbrance (other than Permitted Encumbrances) in such Lease or any interest thereinLiens. (b) The improvements on Schedule 3.18(b) sets forth all of the real property which Seller leases, subleases, licenses or through any Contract, has the right or obligation to use or occupy, now or in the future, relating to or used in the Operations (the “Leased Real Estate are in good operating condition and repair (ordinary wear and tear exceptedProperty”). No lienable work has been performed by or on behalf of Seller holds the Company or any Subsidiary on any leasehold estate under and interest in each parcel of the Leased Real Estate for which payment has not been made Property free and clear of all Liens, other than Permitted Liens. (c) All of the land, buildings, structures, plants, facilities and other improvements used by Seller relating to the Operations are included in full. No improvements on the Owned Real Property or the Leased Real Estate encroach on a Third PartyProperty. Seller’s real property interest in the Owned Real Property and Leased Real Property is free and clear of any and all sub-leases, licensees, occupants or on set-back other restricted areastenants. No improvements on Seller has not received notice that there are any pending or, to the Knowledge of Seller, threatened condemnation, eminent domain or similar proceedings affecting the Owned Real Property or the Leased Real Estate violate Property, any use or occupancy restriction, limitation, condition or covenant of record improvements thereon or any applicable portion thereof. Seller has not received notice that there are any pending or, to the Knowledge of Seller, threatened requests, applications or proceedings to alter or restrict any zoning or building Law other use restrictions applicable to the Owned Real Property or public utility the Leased Real Property or other easementany improvements thereon which would interfere with the conduct of the Operations or the use of the Acquired Assets consistent with past practice. There All leases relating to Leased Real Property constitute the legal, valid and binding obligations of Seller, are no in full force and effect and have not been modified or amended and are enforceable in accordance with their respective terms except as enforcement may be limited by (i)) bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting creditors’ rights generally and (ii) general principles of equity. Seller is not in material default under any leases of such Leased Real Property, and to Seller’s Knowledge, neither Seller nor any landlord of a Leased Real Property is in default under its obligations under the lease of such Leased Real Property and to Seller’s Knowledge no condition has occurred which with notice or lapse of time or both would constitute a default thereunder.

Real Estate. (a) Section 3.20(a) The Company and the Company Subsidiaries do not own any real property. Schedule 3.10 of the Company Disclosure Schedule contains Letter sets forth a complete true and accurate correct list of the Leased Real Estate. Neither the Company nor any Subsidiary owns any real estate used in the STB Business all leases, subleases or is affiliated withother agreements, oral or has an economic interest in, the other party to any lease or sublease for the Leased Real Estate. All of the terms and conditions of the leases or subleases to the Leased Real Estate are as set forth in the written leases and subleases for the Leased Real Estate made available to Purchaser in the Dataroom (collectively, the “Real Property Leases”), without any modification of any kind. Other than the Leases, there are no agreements, leases, tenancies, guaranties, licenses or assignments with respect to any real property or premises under which would become an obligation or be binding upon or enforceable against Purchaser after Closing. Neither the Company’s nor any Subsidiary’s possession and quiet enjoyment of the Leased Real Estate has been disturbed and there are no disputes with respect to any Lease. Neither the Company nor or any Company Subsidiary owes, uses or will owe in the future, any brokerage commissions occupies or finder’s fees with respect to any Lease. Neither the Company nor any Subsidiary has subleased, licensed or otherwise granted any Person the right to use or occupy any real property (the “Leased Real Property”). Each Real Property Lease is valid, binding and in full force and effect. Neither the Company or any Company Subsidiary, on the one hand, nor, to the Company’s Knowledge, any other party to any Real Property Lease on the other hand, is in material breach or default of, and no event has occurred which, with the passage of time or the giving of notice or both, would constitute a material breach or default by the Company or a Company Subsidiary under any Real Property Lease or permit the termination, material modification, acceleration or cancellation thereof. The Company and the Company Subsidiaries have not received written notice from any insurance carrier or landlord for any Leased Real Property that the Company or a Company Subsidiary needs to undertake any material repairs, alterations or construction or to take any other corrective action with respect to any Leased Real Property. All base rent, additional rent and all other charges and amounts payable by the Company or any Company Subsidiary under the Real Property Leases have been paid to date. Except for reasonable wear and tear, all improvements, buildings and systems, including, without limitation, the electrical, plumbing, heating, ventilation, air conditioning, roofing and other utility systems on the Leased Real Estate or any portion thereof or has collaterally assigned or granted any other Encumbrance (other than Permitted Encumbrances) Property are in such Lease or any interest therein. (b) The all material respects in good repair, working order and operating condition and are adequate for operation of the Company’s and the Company Subsidiaries’ business at the current operating levels. There are no material structural defects in the improvements on the Leased Real Estate Property, nor are there any material repairs that are reasonably necessary to be undertaken in good operating condition and repair (ordinary wear and tear excepted). No lienable work has been performed by order to operate the Company’s or on behalf of the Company or any Subsidiary Subsidiaries’ business on any the Leased Real Property in a lawful, safe and efficient manner. To the Company’s Knowledge, the zoning of the Leased Real Estate for which payment has not been made in fullProperty permits the presently existing improvements and the continuation of the Company’s and the Company Subsidiaries’ business as presently being conducted on such Leased Real Property. No improvements on To the Company’s Knowledge, there are no condemnation or rezoning hearings or proceedings pending before any Governmental Agency, or proposed or contemplated by any Governmental Agency with respect to the Leased Real Estate encroach Property. Except as disclosed on Schedule 3.10 of the Company Disclosure Letter, the Company or a Third Party’s real property or on set-back other restricted areas. No improvements on Company Subsidiary is in actual, exclusive possession of the Leased Real Estate violate any use Property, and except as otherwise provided in the Real Property Leases, has good, valid and indefeasible title to all leasehold estates created under the Real Property Leases, free and clear of all Liens. The Company has delivered to Parent a correct and complete copy of each Real Property Lease, and all amendments, supplements or occupancy restriction, limitation, condition or covenant of record or any applicable zoning or building Law or public utility or other easement. There are no (i)modifications thereto.

Real Estate. (a) Neither the Company nor its Subsidiaries own, and at no point in the past three (3) years have owned, any real property. Section 3.20(a4.12(a) of the Disclosure Schedule contains sets forth a true and complete and accurate list of all real property leased, subleased, used, held for use or occupied by or on behalf of the Leased Company, its Subsidiaries or the Business (the “Real EstateProperty”). The Real Property comprises all of the real property used in the Business, and the Company and its Subsidiaries is not a party to any current agreement or option to purchase any real property or interest therein. (b) Section 4.12(b) of the Disclosure Schedule sets forth a true and complete list of each Contract under or pursuant to which the Company, its Subsidiaries or the Business leases, subleases, uses, holds for use or occupies any Real Property or has the right to lease, sublease, use, hold for use or occupy any Real Property (the “Real Property Leases”), along with the name of the lessor and lease under such Contract, the address of such Real Property, lease term, monthly rent and any security deposits and other amounts or instruments deposited by or on behalf of the Company, its Subsidiaries or the Business thereunder. Each Real Property Lease is a valid and binding obligation of the Company or its Subsidiaries, as applicable, enforceable in accordance with its terms, except as such enforceability may be limited by the Enforceability Exceptions. Neither the Company nor its Subsidiaries are in material violation or breach of or default under any Subsidiary owns any real estate used in of the STB Business or is affiliated withReal Property Leases, or has an economic interest in, the other party nor are they subject to any lease or sublease for the Leased Real Estate. All of the terms and conditions of the leases or subleases to the Leased Real Estate are as set forth in the written leases and subleases for the Leased Real Estate made available to Purchaser in the Dataroom (collectively, the “Leases”), without any modification of any kind. Other than the Leases, there are no agreements, leases, tenancies, guaranties, licenses or assignments with respect to any real property or premises which would become an obligation or be binding upon or enforceable against Purchaser after Closing. Neither the Company’s nor any Subsidiary’s possession and quiet enjoyment of the Leased Real Estate has been disturbed and there are no disputes with respect to any of the Real Property Leases. To Sellers’ Knowledge, the other parties to each Real Property Lease are not in material violation or breach of or default thereunder. Sellers have provided to Purchaser a true, correct and complete copy of each Real Property Lease. Neither the Company nor any Subsidiary owes, or will its Subsidiaries owe in the future, any brokerage commissions or finder’s fees with respect to any Real Property Lease. Neither the Company nor any Subsidiary has subleased, licensed its Subsidiaries have subleased or otherwise granted to any Person the right to use or occupy the Leased Real Estate Property, or any portion thereof or has thereof, subject to any Real Property Lease. Neither the Company nor its Subsidiaries have collaterally assigned or granted any other Encumbrance (other than Permitted Encumbrances) lien in any such Lease lease or any interest therein, except for Permitted Liens. To Sellers’ Knowledge, no Event has occurred or exists which, with notice, lapse of time or both, would constitute such a breach of or default under, permit the termination or modification of, accelerate any rent or trigger any payment, penalty or fine under, any Real Property Lease. (bc) The improvements on Neither the Leased Real Estate Company nor its Subsidiaries have received written notice, or to the Knowledge of Sellers’ any other communication, regarding any, and to the Seller’s Knowledge there are in good operating condition and repair (ordinary wear and tear excepted). No lienable work has been performed by no pending, contemplated or on behalf threatened condemnation Action or proceeding against all or any portion of the Real Property. Neither the Company nor its Subsidiaries have received written notice, or to the Knowledge of Sellers’ any Subsidiary on other communication, regarding any of the Leased Real Estate (i) public improvements which have been commenced or completed and for which payment has not been made an assessment may be levied against the Real Property, or (ii) planned improvements which may result in full. No improvements on any assessment against the Leased Real Estate encroach on a Third Party’s real property or on set-back other restricted areas. No improvements on the Leased Real Estate violate any use or occupancy restrictionProperty, limitation, condition or covenant of record or any applicable zoning or building Law or public utility or other easement. There are in each case for which there is no (i)current assessment.

Real Estate. (aA) Section 3.20(aNeither Seller nor the Agency owns any real estate. (B) of the Disclosure Schedule contains 5.22 is a true and complete and accurate list of the Leased Real EstateProperty Leases. Neither The properties leased pursuant to the Company nor any Subsidiary owns any Real Estate Leases constitute all real estate property (including employee and customer parking) used by the Agency's business in the STB Business twelve (12) months prior to the Closing Date. A true and complete copy of each Real Estate Lease has been delivered to Buyer prior to the date hereof. Schedule 5.22 also sets forth a description of the nature and amount of all liens on the Seller's or the Agency's interest in the Real Estate Leases. The Real Estate Leases are in full force and effect, neither Seller nor the Agency is affiliated within default or breach under any Real Estate Lease and no event has occurred with the passage of time or the giving of notice or both would cause a breach of or default under any Real Estate Lease by Seller or the Agency that has not been waived. To Seller's and Parent's knowledge, there is no breach or has an economic interest in, the default of any Real Estate Lease by any other party to such lease that has not been heretofore satisfied or waived. (C) Seller and the Agency have valid leasehold interests in the Real Estate Leases, free and clear of any lease liens, covenants and easements of any nature whatsoever, except for (i) liens set forth on Schedule 5.22; (ii) liens for real estate taxes not yet due and payable; and (iii) such imperfections of title and encumbrances, if any, as are not material in character, amount or sublease for extent and do not detract from the Leased Real Estate. All value, or interfere with the present use, of such properties. (D) Each of the terms and conditions premises covered by the Real Estate Leases: (i) has direct access to public roads or access to public roads by means of a perpetual access easement, such access being sufficient to satisfy the current normal transportation requirements of the leases or subleases Agency's business as presently conducted at such parcel; and (ii) is served by all utilities in such quantity and quality as are sufficient to satisfy the Leased Real Estate are current normal sales' levels and business activities as set forth in conducted at such parcel. (E) Neither Seller, Parent nor the written leases and subleases for the Leased Real Estate made available to Purchaser in the Dataroom Agency has received notice of (collectively, the “Leases”), without i) any modification of any kind. Other than the Leases, there are no agreements, leases, tenancies, guaranties, licenses or assignments condemnation proceeding with respect to any real property or premises which would become an obligation or be binding upon or enforceable against Purchaser after Closing. Neither the Company’s nor any Subsidiary’s possession and quiet enjoyment portion of the Leased premises covered by the Real Estate has been disturbed and there are no disputes with respect to any Lease. Neither the Company nor any Subsidiary owes, or will owe in the future, any brokerage commissions or finder’s fees with respect to any Lease. Neither the Company nor any Subsidiary has subleased, licensed or otherwise granted any Person the right to use or occupy the Leased Real Estate Leases or any portion thereof access thereto, and, to Seller's and Parent's knowledge, no proceeding is contemplated by any governmental authority; or has collaterally assigned or granted (ii) any other Encumbrance (other than Permitted Encumbrances) in such Lease or any interest therein. (b) The improvements on the Leased Real Estate are in good operating condition and repair (ordinary wear and tear excepted). No lienable work has been performed by or on behalf of the Company or any Subsidiary on any of the Leased Real Estate for which payment has not been made in full. No improvements on the Leased Real Estate encroach on a Third Party’s real property or on set-back other restricted areas. No improvements on the Leased Real Estate violate any use or occupancy restriction, limitation, condition or covenant of record or any applicable zoning or building Law or public utility or other easement. There are no (i)special assessment

Real Estate. (a) Section 3.20(aThe Company owns no real property in fee nor does the Company have any such real property under contract or option to purchase. (b) The Company has a valid, binding and enforceable leasehold interest in each of the Disclosure Schedule contains a complete and accurate list of the Leased Real Estate. Neither the Company nor any Subsidiary owns any leased real estate used in the STB Business or is affiliated with, or has an economic interest in, the other party to any lease or sublease for the Leased Real Estate. All of the terms and conditions of the leases or subleases to the Leased Real Estate are as set forth in the written leases and subleases for the Leased Real Estate made available to Purchaser in the Dataroom properties (collectively, the “Company Facilities”) described in Schedule 3.9(b)(i), free and clear of any Encumbrances, except for the Company Facility Leases and Permitted Encumbrances. Each Lease and all amendments thereto evidencing such leased real property (the “Company Facility Leases”) are listed on Schedule 3.9(b)(ii), without any modification setting forth, in respect of each Company Facility Lease, the date and name of the parties to such Company Facility Lease and a description of the leased premises, redacted to remove identifying store location information. The Company presently occupies each such Company Facility free of any kind. Other subleases, occupancy agreements, licenses, concessions or other agreements granting to any party or parties (other than the Company, the Subsidiary and the applicable landlords) a right of use or occupancy of any portion of such leased real property. Except to the extent accrued on the Company’s balance sheet and taken into account in the calculation of Net Working Capital, there are no past due rental payments, unpaid rental payments, or rental payments in arrears with respect to any Company Facility Lease. The Company’s possession of the Company Facilities under each of the Company Facility Leases has not been disturbed and, except for ordinary course common area maintenance adjustment and similar reconciliation processes required by the Company Facility Leases, there are no agreements, leases, tenancies, guaranties, licenses or assignments with respect to any real property or premises which would become an obligation or be binding upon or enforceable against Purchaser after Closing. Neither the Company’s nor any Subsidiary’s possession and quiet enjoyment of the Leased Real Estate has been disturbed and there are no material disputes with respect to any Lease. Neither of the Company nor any Subsidiary owesFacility Leases. Each Company Facility Lease is valid and enforceable in accordance with its terms, and in full force and effect, and no default or event which with the giving of notice or the passage of time, or both, will constitute a default has occurred under any Company Facility Lease or, to the Sellers’ Knowledge, been claimed to have occurred by either the landlord or the tenant thereunder. All Company Facilities and tenant improvements located on or within such Company Facilities are in good operating condition, ordinary wear and tear excepted, and are adequate and suitable for the purposes for which they are currently being used. The Company has not received any written notice (or to the Knowledge of the Sellers, verbal notice) that its occupancy, use or the condition of any Company Facility is in violation of any applicable Laws, zoning ordinances or land use restrictions. No security deposit or portion thereof deposited with respect to any Company Facility Lease has been applied in respect of a breach of or default under any of the Company Facility Leases that has not been re-deposited in full (to the extent required under any such Company Facility Lease). The Company does not owe in the future, any brokerage commissions or finder’s fees with respect to any Lease. Neither of the Company nor Facility Leases. Except as provided under the express terms of the Company Facility Leases (including with respect to Company Facilities that are not yet open for retail business), as of the date hereof there are no unsatisfied capital expenditure or remodeling obligations of the Company under any Subsidiary of the Company Facility Leases, other than ordinary maintenance and repair obligations. Except for Encumbrances under the Credit Facility, the Company has subleasednot assigned, licensed transferred, sublet, or otherwise granted any Person person the right to use or occupy any of the Leased Real Estate or any portion thereof or has collaterally assigned Company Facilities arising under the Company Facility Leases or granted any other Encumbrance (other than Permitted Encumbrances) security interest in such any Company Facility Lease or any interest therein. No security deposit or portion thereof deposited with respect to the Company Facility Leases has been applied in respect of a breach or default under any such Company Facility Lease, which has not been replenished in full. The Company has not made any modifications to the Company Facilities that will be required to be restored or otherwise removed at the expiration or termination of any Company Facility Lease. (bc) The improvements Company does not have a leasehold interest in any leased real property other than the Company Facilities. Prior to the date hereof, the Sellers have provided the Buyer with true, correct and complete copies of all Company Facility Leases, except as redacted to remove identifying store location information. The Company Facility Leases constitute all of the written and oral agreements of any kind for the leasing, rental, use or occupancy of leased real property to which the Company is a party. The Company Facility Leases are the result of bona fide arms- length negotiations between the parties thereto. Except as set forth on Schedule 3.9(c), there are no Company Facility Leases under which the Leased Real Estate delivery date has not yet occurred. Except as set forth on Schedule 3.9(c), there are in good operating condition and repair (ordinary wear and tear excepted). No lienable work has been performed by no unsatisfied capital expenditure requirements or on behalf construction or remodeling obligations of the Company or any the Subsidiary on under any of the Leased Real Estate for which payment has not been made in full. No improvements on the Leased Real Estate encroach on a Third Party’s real property or on set-back other restricted areas. No improvements on the Leased Real Estate violate any use or occupancy restriction, limitation, condition or covenant of record or any applicable zoning or building Law or public utility or other easement. There are no (i)Company Facility Leases.

Real Estate. Each lease, sublease, license or other occupancy agreement for real property (a) Section 3.20(a) of the Disclosure Schedule contains each a complete “Lease” and accurate list of the Leased Real Estate. Neither the Company nor any Subsidiary owns any real estate used in the STB Business or is affiliated with, or has an economic interest in, the other party to any lease or sublease for the Leased Real Estate. All of the terms and conditions of the leases or subleases to the Leased Real Estate are as set forth in the written leases and subleases for the Leased Real Estate made available to Purchaser in the Dataroom (collectively, the “Leases”)) to which the Company is a party is in full force and effect and are valid, without binding and enforceable in accordance with its terms, except as such enforceability may be limited by the Enforceability Exceptions. No Lease has been cancelled, mutually terminated or challenged in writing wholly or in part, and to the Company’s Knowledge, such cancellation, termination or challenge has not been directly and overtly threatened neither for now nor the future and no side agreements have been made with respect to the properties subject to any modification Lease. The Company has not transferred or assigned any Lease or sublet or sub-sublet any portion of the property covered by any Leases. A true and correct copy of each Lease and any guaranties with respect thereto have been provided to Buyer. The Company has paid all rents, operating expenses and other additional charges in full to the extent such rents, operating expenses and charges are due and payable under each Lease. The Company is not required, upon the expiration or earlier termination of any kind. Other than of the Leases, there are no agreementsto remove improvements, leases, tenancies, guaranties, licenses alterations or assignments with respect to any real property or additions installed in the premises which would become an obligation or be binding upon or enforceable against Purchaser after Closingare the subject of the Leases, other than its trade fixtures, personal property (including furniture), security system and wiring and cabling. Neither the The Company’s nor any Subsidiary’s possession and quiet enjoyment of the Leased Real Estate premises which are the subject of the Leases has not been disturbed and there are no disputes with respect disturbed. None of the Company, nor, to the Company’s Knowledge, the applicable landlord or sublandlord is in default under any Lease. Neither the The Company nor any Subsidiary owes, or will owe in the future, any brokerage commissions or finder’s fees with respect to any Lease. Neither the Company nor any Subsidiary has subleased, licensed or otherwise granted any Person the right to use or occupy the Leased Real Estate or any portion thereof or has collaterally assigned or granted any other Encumbrance (other than Permitted Encumbrances) in such Lease or any interest therein. (b) The improvements on the Leased Real Estate are in good operating condition and repair (ordinary wear and tear excepted). No lienable work has been performed by or on behalf of the Company or any Subsidiary on any of the Leased Real Estate for which payment has not been made granted any rent-free periods, construction subsidies, or other incentives which lead to a payment obligation under any Lease for the future. Section 3.17 of the Disclosure Schedule sets forth a complete and accurate list of all Leases and any guaranties with respect thereto, setting forth for each such Lease, the name of the landlord or sublandlord, the amount of the security deposit paid by the Company for such Lease, and the remaining amount of such security deposit as of the date of this Agreement. Any brokerage commissions relating to the Leases owed by the Company have been paid in full. No improvements on the Leased Real Estate encroach on a Third Party’s The Company does not own, and has never owned, any real property or on set-back other restricted areas. No improvements on the Leased Real Estate violate any use or occupancy restriction, limitation, condition or covenant of record or any applicable zoning or building Law or public utility or other easement. There are no (i)property.

Real Estate. (ai) Section 3.20(aUse or occupy or conduct any activity on, or knowingly permit the use or occupancy of or the conduct of any activity on any Real Estate owned by the Loan Parties or Material Subsidiaries (including any Collateral Properties) by any tenant, in any manner which violates any Legal Requirement or which constitutes a public or private nuisance in any manner which could (or could reasonably be expected to) have a Material Adverse Effect or which makes void, voidable, or cancelable any insurance then in force with respect thereto or makes the maintenance of insurance in accordance with this Agreement commercially unreasonable (including by way of increased premium); (ii) without the prior written consent of the Disclosure Schedule contains Agents, except in connection with any construction, development or redevelopment of any real estate, initiate or permit any zoning reclassification of any Real Estate owned by the Loan Parties or Material Subsidiaries or seek any variance under existing zoning ordinances applicable to any Real Estate owned by the Loan Parties or Material Subsidiaries or in any event use or knowingly permit the use of any Real Estate owned by the Loan Parties or Material Subsidiaries in such a complete and accurate list manner which would result in such use becoming a nonconforming use under applicable zoning ordinances or other legal requirements if such nonconforming use could reasonably be expected to have a Material Adverse Effect; (iii) without the prior written consent of the Leased Real Estate. Neither the Company nor Agents, except in connection with any Subsidiary owns construction, development or redevelopment of any real estate used estate, (i) impose any material easement, restrictive covenant, or encumbrance upon any Real Estate owned by the Loan Parties or Material Subsidiaries, other than the easements entered into the ordinary course of business and that would customarily be agreed to by a reasonably prudent land owner, (ii) execute or file any subdivision plat or condominium declaration affecting any Real Estate owned by the Loan Parties or Material Subsidiaries, or (iii) consent to the annexation of any Real Estate owned by the Loan Parties or Material Subsidiaries to any municipality; (iv) do or permit any act which could reasonably be expected to materially decrease the value of any Real Estate owned by the Loan Parties as reflected in the STB Business most-recent appraisal (including by way of negligent act); (v) without the prior written consent of all the Lenders, take any affirmative action to permit any drilling or is affiliated withexploration for or extraction, removal or has an economic interest inproduction of any mineral, hydrocarbon, gas, natural element, compound or substance (including sand and gravel) from the other party to surface or subsurface of any lease Real Estate owned by the Loan Parties or sublease for the Leased Real Estate. All Material Subsidiaries regardless of the terms and conditions depth thereof or the method of mining or extraction thereof; (vi) without the prior consent of the leases or subleases to Lenders, surrender the Leased Real Estate are as set forth in leasehold estate created by any applicable ground lease (accepted by the written leases Agents and subleases for the Leased Real Estate made available to Purchaser in the Dataroom (collectively, the “Leases”), without Lenders) respecting any modification of any kind. Other than the Leases, there are no agreements, leases, tenancies, guaranties, licenses or assignments with respect to any real property or premises which would become an obligation or be binding upon or enforceable against Purchaser after Closing. Neither the Company’s nor any Subsidiary’s possession and quiet enjoyment of the Leased Real Estate has been disturbed and there are no disputes with respect to any Lease. Neither the Company nor any Subsidiary owes, or will owe in the future, any brokerage commissions or finder’s fees with respect to any Lease. Neither the Company nor any Subsidiary has subleased, licensed or otherwise granted any Person the right to use or occupy the Leased Real Estate or terminate or cancel any portion thereof such ground lease or has collaterally assigned materially modify, change, supplement, alter, or granted amend any other Encumbrance (other than Permitted Encumbrances) such ground lease, either orally or in such Lease or any interest thereinwriting. (b) The improvements on the Leased Real Estate are in good operating condition and repair (ordinary wear and tear excepted). No lienable work has been performed by or on behalf of the Company or any Subsidiary on any of the Leased Real Estate for which payment has not been made in full. No improvements on the Leased Real Estate encroach on a Third Party’s real property or on set-back other restricted areas. No improvements on the Leased Real Estate violate any use or occupancy restriction, limitation, condition or covenant of record or any applicable zoning or building Law or public utility or other easement. There are no (i)

Real Estate. (a) Section 3.20(a) of the Disclosure Schedule contains a complete and accurate list of the Leased Real Estate. Neither the Company nor any Subsidiary of its Subsidiaries owns any real estate used in the STB Business or is affiliated withestate, or has an economic interest inthe option to acquire any real estate, other than the other party to any lease or sublease for premises identified in the Leased Disclosure Statement (the "Real Estate"). The Disclosure Statement accurately sets forth the street addresses of the Real Estate. All The Real Estate is not subject to any leases or tenancies. None of the terms and conditions of improvements comprising the leases or subleases to the Leased Real Estate are as set forth in the written leases and subleases for the Leased Real Estate made available to Purchaser in the Dataroom (collectively, the “Leases”), without any modification of any kind. Other than the Leases, there are no agreements, leases, tenancies, guaranties, licenses or assignments with respect to any real property or premises which would become an obligation or be binding upon or enforceable against Purchaser after Closing. Neither the Company’s nor any Subsidiary’s possession and quiet enjoyment of the Leased Real Estate has been disturbed and there are no disputes with respect to any Lease. Neither the Company nor any Subsidiary owes, or will owe in the future, any brokerage commissions or finder’s fees with respect to any Lease. Neither the Company nor any Subsidiary has subleased, licensed or otherwise granted any Person the right to use or occupy the Leased Real Estate or any portion thereof the businesses conducted or has collaterally assigned or granted any other Encumbrance (other than Permitted Encumbrances) in such Lease or any interest therein. (b) The improvements on the Leased Real Estate are in good operating condition and repair (ordinary wear and tear excepted). No lienable work has been performed proposed to be conducted by or on behalf of the Company or its Subsidiaries thereon, are, to the Company's knowledge, in violation of any Subsidiary on any of the Leased Real Estate for which payment has not been made in full. No improvements on the Leased Real Estate encroach on a Third Party’s real property or on set-back other restricted areas. No improvements on the Leased Real Estate violate any material use or occupancy restriction, limitation, condition or covenant of record or any applicable zoning or building Law law, code, ordinance or public utility easement or any other applicable law. No material expenditures are required to be made for the repair or maintenance of any improvements on the Real Estate or for the Real Estate to be used for its intended purpose. (b) Neither the Company nor any of its Subsidiaries leases any real estate other than the premises identified in the Disclosure Statement as being so leased (the "Leased Premises"). The Leased Premises are leased to the Company or its Subsidiaries, pursuant to written leases, true, correct and complete copies of which have been provided to Watsxx xx its counsel. None of the improvements comprising the Leased Premises, or the businesses conducted or proposed to be conducted by the Company or its Subsidiaries thereon, are, to the Company's knowledge, in violation of any building line or use or occupancy restriction, limitation, condition or covenant of record or any zoning or building law, code or ordinance, public utility or other easementeasements or other applicable law, except for violations which do not have a Company Material Adverse Effect or materially interfere with the conduct of the business of the Company or its Subsidiaries. No material expenditures are required to be made for the repair or maintenance of any improvements on the Leased Premises or for the Leased Premises to be used for its intended purpose. Neither the Company nor its Subsidiaries are in default under any agreement relating to the Leased Premises nor, to the knowledge of the Company, is any other party thereto in default thereunder. All options in favor of the Company or its Subsidiaries to purchase any of the Leased Premises, if any, are in full force and effect. (c) The Real Estate, the Leased Premises, each facility located on the Real Estate and the Leased Premises and, to the Company's knowledge, each of the Company's or its Subsidiaries' Manufacturing Locations are currently served by gas, electricity, water, sewage and waste disposal and other utilities adequate to operate such Real Estate, Leased Premises, Manufacturing Locations and/or facility at its current rate of production, and none of the utility companies serving any such Real Estate, Leased Premises, any facility and, to the Company's knowledge, each of such Manufacturing Locations has threatened the Company or its Subsidiaries with any reduction in service. (d) There are no challenges or appeals pending regarding the amount of the taxes on, or the assessed valuation of, the Real Estate or the Leased Premises, and no special arrangements or agreements exist with any governmental authority with respect thereto (ithe representations and warranties contained in this Section 4.17(d) shall not be deemed to be breached by any prospective general increase in real estate tax rates). (e) There are no condemnation proceedings pending against the Company or, to the Company's knowledge, threatened with respect to any portion of the Real Estate or the Leased Premises. (f) There is no tax assessment (in addition to the normal, annual general real estate tax assessment) pending against the Company or, to the Company's knowledge, threatened with respect to any portion of the A-16 00 Xxxx Xxxxxx xx, to the extent the Company or its Subsidiaries is liable for payment therefor, the Leased Premises. (g) The buildings and other facilities located on the Real Estate and the Leased Premises are free of any material latent structural or engineering defects known to the Company or any material patent structural or engineering defects. 4.18.

Real Estate. (a) The real property owned by Seller which is to be purchased by Purchaser pursuant to this Agreement is identified in Section 3.20(a4.10(a) of the Disclosure Schedule contains a complete and accurate list Schedule. Except as described in Section 4.10(a) of the Leased Real Estate. Neither the Company nor any Subsidiary owns any real estate used in the STB Business or is affiliated withDisclosure Schedule, or has an economic interest in, the other party to any lease or sublease for the Leased Real Estate. All of the terms and conditions of the leases or subleases to the Leased Real Estate are as set forth in the written leases and subleases for the Leased Real Estate made available to Purchaser in the Dataroom (collectively, the “Leases”), without any modification of any kind. Other than the Leases, there are no agreements, leases, tenancies, guaranties, licenses or assignments with respect to any real property or premises which would become an obligation or be binding upon or enforceable against Purchaser after Closing. Neither the Company’s nor any Subsidiary’s possession and quiet enjoyment of the Leased Real Estate has been disturbed and there are no disputes with respect to any Lease. Neither the Company nor any Subsidiary owesSeller holds, or will owe at the time of Closing hold, fee simple title to the Real Estate, subject only to real estate taxes not delinquent and to covenants, conditions, restrictions, easements of record and such other matters either set forth or described in Section 4.10(a) of the futureDisclosure Schedule, any brokerage commissions or finder’s fees with respect none of which makes title to any Lease. Neither the Company nor any Subsidiary has subleased, licensed or otherwise granted any Person the right to use or occupy the Leased Real Estate unmarketable for use in publishing a newspaper and none of which are violated by Seller or any portion thereof or has collaterally assigned or granted any other Encumbrance (other than Permitted Encumbrances) in such Lease or any interest therein. (b) The will materially interfere with Purchaser's use thereof. None of the improvements on comprising the Leased Real Estate Estate, nor the businesses conducted by Seller thereon, are in good operating condition and repair (ordinary wear and tear excepted). No lienable work has been performed by or on behalf violation of the Company or any Subsidiary on any of the Leased Real Estate for which payment has not been made in full. No improvements on the Leased Real Estate encroach on a Third Party’s real property or on set-back other restricted areas. No improvements on the Leased Real Estate violate any use or occupancy restriction, limitation, condition or covenant of record or any applicable zoning or building Law law, code or ordinance or public utility easement other than violations which would not, individually or in the aggregate, have a material adverse effect on the assets, liabilities, business, condition (financial or otherwise), results of operation or prospects of Seller or the Newspapers or the use or value of the Real Estate. To Seller's knowledge, no alterations or improvements to the Real Estate violate the ADA or any other applicable laws or regulations. (b) The Real Estate currently is served by utilities adequate to operate such facility at its current rate of production, and none of the utility companies serving any such facility has threatened Seller with any reduction in service. All of said utilities are installed and operating and all installation and connection charges have been paid for in full. (c) The continued maintenance and operation of the Real Estate as currently maintained and operated is not dependent on facilities located at other property, and the continued maintenance and operation of any other property is not dependent on facilities located on the Real Estate; no building or other easement. improvement not part of the Real Estate relies on the Real Estate or any part thereof or any interest therein to fulfill any governmental requirement; and no building or other improvement on the Real Estate relies on any property not included within the Real Estate to fulfill any governmental requirement. (d) Except as provided in section 4.10(d) of the Disclosure Schedule, there are no challenges or appeals pending regarding the amount of the taxes on, or the assessed valuation of, the Real Estate, and no special arrangements or agreements exist with any governmental authority with respect thereto. (e) There is no Tax assessment (in addition to the normal, annual general real estate Tax assessment) pending or, to the best of Seller's knowledge, threatened with respect to any portion of the Real Estate. (f) There are no (i)condemnation proceedings pending or, to the best of Seller's knowledge, threatened with respect to any portion of the Real Estate.

Real Estate. (a) Section 3.20(a) of the Disclosure Schedule contains a complete and accurate list of the Leased Real Estate. Neither the Company nor any Subsidiary of its Subsidiaries owns any real estate used in the STB Business or is affiliated withestate, or has an economic interest inthe option to acquire any real estate, other than the other party to any lease or sublease for premises identified in the Leased Disclosure Statement (the "Real Estate"). The Disclosure Statement accurately sets forth the street addresses of the Real Estate. All The Company has provided Watsxx xxxh true and correct copies of all title insurance policies, surveys and environmental reports in its possession relating to the Real Estate. The Company or one of its Subsidiaries holds fee simple title to the Real Estate, subject only to real estate taxes not delinquent and to covenants, conditions, restrictions and easements of record and other immaterial items, none of which would reasonably be expected to have a Company Material Adverse Effect. The Real Estate is not subject to any leases or tenancies. To the Company's knowledge, none of the terms and conditions of improvements comprising the leases or subleases to the Leased Real Estate are as set forth in the written leases and subleases for the Leased Real Estate made available to Purchaser in the Dataroom (collectively, the “Leases”), without any modification of any kind. Other than the Leases, there are no agreements, leases, tenancies, guaranties, licenses or assignments with respect to any real property or premises which would become an obligation or be binding upon or enforceable against Purchaser after Closing. Neither the Company’s nor any Subsidiary’s possession and quiet enjoyment of the Leased Real Estate has been disturbed and there are no disputes with respect to any Lease. Neither the Company nor any Subsidiary owes, or will owe in the future, any brokerage commissions or finder’s fees with respect to any Lease. Neither the Company nor any Subsidiary has subleased, licensed or otherwise granted any Person the right to use or occupy the Leased Real Estate or any portion thereof the businesses conducted or has collaterally assigned or granted any other Encumbrance (other than Permitted Encumbrances) in such Lease or any interest therein. (b) The improvements on the Leased Real Estate are in good operating condition and repair (ordinary wear and tear excepted). No lienable work has been performed proposed to be conducted by or on behalf of the Company or its Subsidiaries thereon, are in violation of any Subsidiary on any of the Leased Real Estate for which payment has not been made in full. No improvements on the Leased Real Estate encroach on a Third Party’s real property or on set-back other restricted areas. No improvements on the Leased Real Estate violate any material use or occupancy restriction, limitation, condition or covenant of record or any applicable zoning or building Law law, code, ordinance or public utility easement, except for violations which do not materially interfere with the conduct of the business of the Company or its Subsidiaries as presently conducted or proposed to be conducted. To the Company's knowledge, no material expenditures are required to be made in the next twenty-four months for the repair or maintenance of the Real Estate or any improvements thereon for the business conducted or currently proposed to be conducted by the Company or its Subsidiaries. (b) Neither the Company nor any of its Subsidiaries leases any real estate other than the premises identified in the Disclosure Statement as being so leased (the "Leased Premises"). The Disclosure Statement accurately sets forth the street address for each of the Leased Premises. The Leased Premises are leased to the Company or its Subsidiaries, pursuant to written leases, true and complete copies of which have been provided to Watsxx xx its counsel. To the Company's knowledge, none of the improvements comprising the Leased Premises, or the businesses conducted or proposed to be conducted by the Company or its Subsidiaries thereon, are in violation of any building line or use or occupancy restriction, limitation, condition or covenant of record or any zoning or building law, code or ordinance, public utility or other easementeasements or other applicable law, except for violations which do not materially interfere with the conduct of the business of the Company or its Subsidiaries as presently conducted or proposed to be conducted. To the Company's knowledge, no material expenditures are required to be made in the next twenty-four months for the repair or maintenance of the Leased Premises or any improvements thereon for the business conducted or currently proposed to be conducted by the Company or its Subsidiaries. To the Company's knowledge, neither the Company nor its Subsidiaries are in default (nor in the Company's Good Faith Opinion, there are no facts that would reasonably give rise to a default) under any agreement relating to the Leased Premises nor, to the knowledge of the Company, is any other party thereto in default thereunder. There are no options in favor of the Company or its Subsidiaries to purchase any of the Leased Premises. (ic) Except as would not reasonably be expected to have a Company Material Adverse Effect, the Real Estate, the Leased Premises, each facility located on the Real Estate and the Leased Premises and, to the Company's knowledge, each of the Company's or its Subsidiaries' Manufacturing Locations are currently served by gas, electricity, water, sewage and waste disposal and other utilities adequate to operate such Real Estate, Leased Premises, Manufacturing Locations and/or facility at its current rate of production, and none of the utility companies serving any such Real Estate, Leased Premises, any facility and, to the Company's knowledge, each of such Manufacturing Locations has threatened the Company, its Subsidiaries or, to the knowledge of the Company, any other Person with any reduction in service. (d) Except as would not reasonably be expected to have a Company Material Adverse Effect, there are no challenges or appeals pending or, to the Company's knowledge, threatened regarding the amount of the Taxes on, or the assessed valuation of, the Real Estate or the Leased Premises, and no special arrangements or agreements exist with any governmental authority with respect thereto (the representations and warranties contained in this Section 4.17(d) shall not be deemed to be breached by any prospective general increase in real estate tax rates). (e) There are no condemnation proceedings pending against the Company or, to the Company's knowledge, threatened with respect to any portion of the Real Estate or the Leased Premises. (f) Except as would not reasonably be expected to have a Company Material Adverse Effect, there is no tax assessment (in addition to the normal, annual general real estate tax assessment) pending against the Company or, to the Company's knowledge, threatened with respect to any portion of the Real Estate or, to the extent the Company or its Subsidiaries is liable for payment therefor, the Leased Premises. (g) Except as would not reasonably be expected to have a Company Material Adverse Effect, the buildings and other facilities located on the Real Estate and the Leased Premises are free of any material latent structural or engineering defects known to the Company or any material patent structural or engineering defects.

Real Estate. (a) Section 3.20(aSCHEDULE 3.17(a) hereto sets forth a true and complete list and an accurate summary description of all real property leased by Kali (the Disclosure Schedule contains a complete "Leased Real Property). Other than the Leased Real Propxxxx, Kali does not own or lease, and accurate list has never owned or leased, any reax xxoperty. Except as set forth on SCHEDULE 3.17(a), no portion of any of the Leased Real EstateProperty is located in a flood plain, flood hazard area or designated wetlands area. Neither To the Company nor any Subsidiary owns any real estate used in the STB Business or knowledge of Kali, there is affiliated with, or has an economic interest in, the other party no uninsured physical damage to any lease or sublease for the Leased Real Estate. All Xxxxerty in excess of the terms and conditions of the leases or subleases to the Leased Real Estate are as set forth in the written leases and subleases for the Leased Real Estate made available to Purchaser in the Dataroom (collectively, the “Leases”), without any modification of any kind. Other than the Leases, there are no agreements, leases, tenancies, guaranties, licenses or assignments with respect to any real property or premises which would become an obligation or be binding upon or enforceable against Purchaser after Closing. Neither the Company’s nor any Subsidiary’s possession and quiet enjoyment of the Leased Real Estate has been disturbed and there are no disputes with respect to any Lease. Neither the Company nor any Subsidiary owes, or will owe in the future, any brokerage commissions or finder’s fees with respect to any Lease. Neither the Company nor any Subsidiary has subleased, licensed or otherwise granted any Person the right to use or occupy the Leased Real Estate or any portion thereof or has collaterally assigned or granted any other Encumbrance (other than Permitted Encumbrances) in such Lease or any interest therein$50,000. (b) The improvements on SCHEDULE 3.17(b) hereto contains a true and complete list of all real property leases (including all amendments and supplements thereto) pursuant to which Kali leases any Leased Real Property (the "Real Property Leases"). Kali has good and valid interest in, and right to quiet enjoyment of, the leasehold estates leased to it under each of the Real Property Leases, free and clear of all Liens, rights of occupancy or use for all or any portion of the Leased Real Estate Property, options, covenants, conditions, rights of way, encroachments (onto or by improvements on such Leased Real Property) and any other matters affecting title, other than Permitted Liens. With respect to each Real Property Lease where Kali is the lessee or sublessee, Kali is in exclusive possession xx xhe property described under xxxx Lease. Kali is not in default under any such Real Property Lease. To the knowledge of Kali, Kali does not owe any brokerage or leasing commission in resxxxx ox xxy Real Property Lease. (c) Except as set forth on SCHEDULE 3.17(c) hereto, all certificates of occupancy (continued or other), variances, special use permits and other Permits required for the occupancy and use of the Leased Real Property and the operation of Kali's business thereon (as presently conducted as a pharmaceutical manufacturer or otherwise) have been obtained and are in good operating condition full force and repair effect, and no other Permits, Consents or variances of any Governmental Authorities (ordinary wear whether Federal, state or local) are required for such use, occupancy and tear excepted). No lienable work has been performed by or on behalf operation thereof, and no certificates of the Company local board of fire underwriters (or other body exercising similar functions) have been issued or are required for any buildings or structures comprising the improvements with respect to the Leased Real Property (the "Improvements"). (d) Except as set forth on SCHEDULE 3.17(d) hereto, Kali has not received any written notice from any Federal, sxxxx or local Governmental Authority or board of fire underwriters (or any Subsidiary on other body exercising similar functions) that the conditions, continued maintenance, operation or use of any and all Improvements (for their current or any contemplated purpose) violates any zoning, safety, fire, seismic design, conservation, parking, architectural barriers to the handicapped, building or similar Law. Kali has not received any written or oral notice from any Governmexxxx or quasi-Governmental Authority or board of fire underwriters (or any other body exercising similar functions) with respect to any portion of the Leased Real Property or any Improvements thereon that (i) claims any material defect or material deficiency with respect to any of the Leased Real Estate Property or any Improvements thereon or (ii) requires or requests the performance of any material repairs, alterations or other work to or in respect of any of the Leased Real Property. (e) To the knowledge of Kali, (i) no portion of the Leased Real Property is subject to or affected by any special assessment, whether or not there is presently a Lien thereon, and (ii) no such assessment has been pending or threatened. (f) To the knowledge of Kali, there is no planned or threatened taking, condemnation or expropriation proceeding for which payment has not been made in full. No improvements any public or quasi-public purpose or use by a Governmental or quasi-Governmental Authority, or by any right of eminent domain, of all or any portion of the Leased Real Property. (g) All public utilities (including water, gas, electric, storm and sanitary sewage, and telephone utilities) required to operate Kali's business on the Leased Real Estate encroach on a Third Party’s real property Property (as presently condxxxxd or on setas presently contemplated to be conducted) are reasonably available to such Leased Real Property, and, to the knowledge of Kali, such utilities enter the boundaries of such Leased Real Property through adjoining public streets, easements or rights-back other restricted areasof-way of record in favor of Kali. No improvements Such public utilities are all connected in accordance with valid Permits, are all in satisfactory working order and repair and are reasonably adequate to service the operations of Kali's business on the Leased Real Estate violate Property as currently conduxxxx and permit full compliance with all requirements of applicable Law. Kali has not received any written notice of any proposed, planned xx actual curtailment of service of any utility supplied to any portion of the Leased Real Property. Each Leased Real Property is an independent unit that does not rely on any facilities located on any property not included in such Leased Real Property or any adjacent Leased Real Property to fulfill any applicable Laws or for the furnishing to such Leased Real Property of any essential building systems or utilities, other than facilities provided to such Leased Real Property pursuant to one or more valid easements. (h) Kali has provided PRI with true and complete copies of all of the xxxlowing documents in Kali's possession or control: (i) title insurance policies, titxx xnsurance commitments, mortgages, deeds, restrictive covenants, easements and other recorded agreements, surveys, certificates of occupancy, other certificates, permits, licenses and approvals, as-built plans and specifications, architectural agreements and other documents and instruments pertaining to the Leased Real Property and (ii) the Real Property Leases, including all amendments, extensions and modifications thereto, and all subordination, non-disturbance and attornment agreements, guarantees and similar agreements relating to any of the Real Property Leases. (i) The Leased Real Property and the use or occupancy restrictionthereof by Kali in connection with the conduct of the Kali Business comxxx, limitationin all material respects, condition or covenant with all covenants, easements and restrictions of record or any applicable zoning or building Law or public utility or other easement. There are no (i)affecting the Leased Real Property.

Real Estate. (a) Section 3.20(a5.14(a) of the Company Disclosure Schedule contains sets forth the address and description of each Owned Real Property. Except for matters that, individually or in the aggregate, would not have a complete material impact on the Company and accurate list the Company Subsidiaries, taken as a whole, with respect to each Owned Real Property: (i) except as set forth in Section 5.14(a) of the Leased Company Disclosure Schedule, the Company or a Company Subsidiary (as the case may be) has good and marketable indefeasible fee simple title to such Owned Real EstateProperty, free and clear of all Liens, except Permitted Encumbrances, (ii) except as set forth in Section 5.14(a) of the Company Disclosure Schedule, neither the Company nor any Company Subsidiary has leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof, and (iii) there are no outstanding options, rights of first offer or rights of first refusal to purchase such Owned Real Property or any portion thereof or interest therein. Neither the Company nor any Company Subsidiary owns any real estate used in the STB Business or is affiliated with, or has an economic interest in, the other a party to any lease agreement or sublease for the Leased Real Estate. All of the terms and conditions of the leases or subleases option to the Leased Real Estate are as set forth in the written leases and subleases for the Leased Real Estate made available to Purchaser in the Dataroom (collectively, the “Leases”), without any modification of any kind. Other than the Leases, there are no agreements, leases, tenancies, guaranties, licenses or assignments with respect to purchase any real property or premises which interest therein. (b) Section 5.14(b) of the Company Disclosure Schedule sets forth the address of each Leased Real Property, and a complete and correct list of all Leases (including all amendments, extensions, renewals, guaranties and other agreements with respect thereto) for each such Leased Real Property (including the date and name of the parties to such Lease). The Company has delivered to Parent a complete and correct copy of each such Lease (including all amendments, extensions, renewals, guaranties and other agreements with respect thereto), and in the case of any oral Lease, a written summary of the material terms of such Lease. Except for matters that, individually or in the aggregate, would become an obligation or be binding upon or not have a material impact on the Company and the Company Subsidiaries, taken as a whole, with respect to each of the Leases: (i) such Lease is legal, valid, binding, enforceable against Purchaser after Closing. Neither and in full force and effect, (ii) the Company’s nor any or a Company Subsidiary’s possession and quiet enjoyment of the Leased Real Estate Property under such Lease has not been disturbed and and, to the Knowledge of the Company, there are no disputes with respect to such Lease, (iii) neither the Company or any Company Subsidiary nor any other party to the Lease is in breach or default under such Lease. Neither , and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach or default, or permit the termination, modification or acceleration of rent under such Lease, (iv) the other party to such Lease is not an Affiliate of, and otherwise does not have any economic interest in, the Company or any Company Subsidiary, (v) neither the Company nor any Subsidiary owes, or will owe in the future, any brokerage commissions or finder’s fees with respect to any Lease. Neither the Company nor any Subsidiary has subleased, licensed or otherwise granted any Person the right to use or occupy the such Leased Real Estate Property or any portion thereof or thereof, (vi) neither the Company nor any Company Subsidiary has collaterally assigned or granted any other Encumbrance (other than Permitted Encumbrances) security interest in such Lease or any interest therein, and (vii) there are no Liens (other than Permitted Encumbrances) on the estate or interest created by such Lease. (bc) Except as would not have a material impact on the Company and the Company Subsidiaries, taken as a whole, each of the Company and the Company Subsidiaries has good and marketable title to the Leasehold Improvements, free and clear of all Liens, except Permitted Encumbrances, and there are no outstanding options, rights of first offer or rights of first refusal to purchase any such Leasehold Improvements or any portion thereof or interest therein. (d) The improvements on Owned Real Property identified in Section 5.14(a) of the Company Disclosure Schedule, the Leased Real Estate Property identified in Section 5.14(b) of the Company Disclosure Schedule and the Leasehold Improvements identified in Section 5.14(c) of the Company Disclosure Schedule (collectively, the “Company Real Property”) comprise all of the real property used or intended to be used in, or otherwise related to, the business of the Company and the Company Subsidiaries. (e) To the Company’s Knowledge, there are in good operating condition and repair (ordinary wear and tear excepted). No lienable work has been performed no properties previously owned, leased or occupied by or on behalf of the Company or any Company Subsidiary on any in respect of which the Leased Real Estate for which payment has not been made in full. No improvements on the Leased Real Estate encroach on a Third Party’s real property or on set-back other restricted areas. No improvements on the Leased Real Estate violate any use or occupancy restriction, limitation, condition or covenant of record Company or any applicable zoning Company Subsidiary has any contingent or building Law or public utility or other easement. There are no (i)potential liabilities.

Real Estate. The Company does not now own and has never owned any real estate. With respect to real estate (including fixtures and improvements) leased by the Company (the “Leased Real Estate”): (a) Section 3.20(aSchedule 3.17 contains a listing and description (including the parties, term, expiration date(s), address, and the general use description of the leased premises) of the Disclosure Schedule contains a complete and accurate list of the Leased Real Estate. Neither the Company nor any Subsidiary owns any real estate used in the STB Business each written or is affiliated with, or has an economic interest in, the other party to any oral lease or sublease for the Leased Real Estate. All of the terms and conditions of the leases or subleases to the regarding Leased Real Estate are as set forth in (the written leases and subleases for the of Leased Real Estate made available to Purchaser described in the Dataroom (Schedule 3.17 are collectively, the “Leases”), without any modification of any kind. Other than the Leases; (b) Except as set forth in Schedule 3.17 hereto, there are no agreements, leases, tenancies, guaranties, licenses deferred property Taxes or assignments assessments with respect to any real property or premises which would become an obligation or be binding upon or enforceable against Purchaser after Closing. Neither the Company’s nor any Subsidiary’s possession and quiet enjoyment of the Leased Real Estate has been disturbed which may or will become due and payable by the Company as a result of the consummation of the transaction contemplated hereby; (c) Except as set forth in Schedule 3.17 hereto, there are no disputes condemnation Proceedings pending or, to the Knowledge of the Company or the Shareholder, Threatened with respect to all or any Leasepart of any parcel of Leased Real Estate. Neither Schedule 3.17 hereto sets forth all private condemnation Proceedings that have been initiated by the Company nor any Subsidiary owes, or will owe under a statutory power of condemnation; (d) The Company is not in default in the futureperformance of any material obligation under the Leases, any brokerage commissions and to the Knowledge of the Company or finder’s fees with respect the Shareholder, none of the other parties to the Leases are in default in performance of their material obligations thereunder, the Leases are in full force and effect, and the Company has not assigned its rights under the Leases; (e) Except as set forth in Schedule 3.17 the Company has not leased or sublet to any Lease. Neither the Company nor any Subsidiary has subleased, licensed other Person or otherwise granted any Person entity the right to use or occupy all or any portion of the Leased Real Estate, and the Leased Real Estate is not subject to an option or right in favor of any portion thereof Person or has collaterally assigned or granted any other Encumbrance (other than Permitted Encumbrances) in such Lease or any interest therein.entity; (bf) Except as set forth in Schedule 3.17, the Company now has, and after the Closing Date will continue to have, all necessary right and interest in easements and rights-of-way sufficient to carry on its Business as presently conducted; and (g) The improvements on the Leased Real Estate are in good operating condition Shareholder has furnished or made available a true, complete and repair (ordinary wear and tear excepted). No lienable work has been performed by or on behalf accurate copy of the Company or any Subsidiary on any of the Leased Real Estate for which payment has not been made in full. No improvements on the Leased Real Estate encroach on a Third Party’s real property or on set-back other restricted areas. No improvements on the Leased Real Estate violate any use or occupancy restriction, limitation, condition or covenant of record or any applicable zoning or building Law or public utility or other easement. There are no (i)each Lease.

Real Estate. (a) Section 3.20(a3.17(a) of the Company Disclosure Schedule contains lists (i) the street address of each parcel of Real Property; (ii) if such property is leased or subleased by the Company or a complete Company Subsidiary, the landlord under the lease, the rental amount currently being paid, and accurate list the expiration of the Leased Real Estate. Neither the Company nor any Subsidiary owns any real estate used in the STB Business or is affiliated with, or has an economic interest in, the other party to any term of such lease or sublease for each leased or subleased property; and (iii) the Leased Real Estate. current use of such property. (b) All of the terms leases for real property (each a “Lease” and conditions of the leases or subleases to the Leased Real Estate are as set forth in the written leases and subleases for the Leased Real Estate made available to Purchaser in the Dataroom (collectively, the “Leases”)) to which the Company or a Company Subsidiary is a party are in full force and effect and are valid, without any modification binding and enforceable in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, or other similar laws affecting or relating to creditors’ rights generally. True and correct copies of any kindall such Leases have been provided to Purchaser. Other than The Company and the Company Subsidiaries have paid all rents and service charges to the extent such rents and charges are due and payable under the Leases. No Lease has been cancelled, there are mutually terminated or challenged in writing wholly or in part, and to the Company’s Knowledge, such cancellation, termination or challenge has not been threatened neither for now nor the future and no agreements, leases, tenancies, guaranties, licenses or assignments side agreements have been made with respect to any real property or premises which would become an obligation or be binding upon or enforceable against Purchaser after Closing. Neither the Company’s nor any Subsidiary’s possession and quiet enjoyment lease of the Leased Real Estate has been disturbed and there are no disputes with respect properties subject to any Lease. Neither the Company nor any Company Subsidiary owes, has transferred or will owe in assigned any Lease or sublet any portion of the future, any brokerage commissions or finder’s fees with respect to property covered by any Lease. None of the Company, a Company Subsidiary, nor, to the Company’s Knowledge, the applicable landlord or sub-landlord is in default under any of the Leases. Neither the Company nor any Company Subsidiary has subleased, licensed or otherwise been granted any rent-free periods, construction subsidies, or other incentives which lead to a payment obligation under the Leases for the future. (c) With respect to owned Real Property, the Company has delivered or made available to Purchaser true, complete and correct copies of the real estate registries, deeds and other instruments (as recorded) by which the Company or the applicable Company Subsidiary acquired such Real Property, and copies of all title insurance policies, opinions, abstracts and surveys in the possession of the Company relating to the Real Property. (d) The use and operation of the Real Property in the conduct of the Company’s and the Company Subsidiaries’ businesses do not violate in any material respect any Applicable Law, covenant, condition, restriction, easement, license, permit or agreement. No material improvements constituting a part of the Real Property encroach on real property owned or leased by a Person other than the right Company or the applicable Company Subsidiary. There are no Legal Proceedings pending nor, to use the Company’s Knowledge, threatened against or occupy affecting the Leased Real Estate Property or any portion thereof or has collaterally assigned interest therein in the nature or granted any other Encumbrance (other than Permitted Encumbrances) in such Lease lieu of condemnation or any interest thereineminent domain proceedings. (b) The improvements on the Leased Real Estate are in good operating condition and repair (ordinary wear and tear excepted). No lienable work has been performed by or on behalf of the Company or any Subsidiary on any of the Leased Real Estate for which payment has not been made in full. No improvements on the Leased Real Estate encroach on a Third Party’s real property or on set-back other restricted areas. No improvements on the Leased Real Estate violate any use or occupancy restriction, limitation, condition or covenant of record or any applicable zoning or building Law or public utility or other easement. There are no (i)

Real Estate. (a) Section 3.20(aWithin 90 days after (i) of the Disclosure Schedule contains a complete and accurate list of the Leased Real Estate. Neither the Company nor any Subsidiary owns any real estate used in the STB Business or is affiliated withClosing Date, or has an economic interest in, the other party to any lease or sublease for the Leased Real Estate. All of the terms and conditions of the leases or subleases to the Leased Real Estate are as set forth in the written leases and subleases for the Leased Real Estate made available to Purchaser in the Dataroom (collectively, the “Leases”), without any modification of any kind. Other than the Leases, there are no agreements, leases, tenancies, guaranties, licenses or assignments with respect to any real property or premises which would become an obligation or be binding upon or enforceable against Purchaser after Closing. Neither the Company’s nor any Subsidiary’s possession and quiet enjoyment of the Leased Real Estate has been disturbed and there are no disputes with respect to any Lease. Neither the Company nor any Subsidiary owes, or will owe in the future, any brokerage commissions or finder’s fees with respect to any Lease. Neither the Company nor any Subsidiary has subleased, licensed or otherwise granted any Person the right to use or occupy the Leased Real Estate or any portion thereof or has collaterally assigned or granted any other Encumbrance owned by a Loan Party (other than Permitted EncumbrancesBasic Energy AcquisitionCo) as of the Closing Date, and (ii) the date of the acquisition by any Loan Party (including Basic Energy AcquisitionCo) of any fee simple interest in Real Estate after the Closing Date (in each case, of clause (i) and (ii), as such Lease date may be extended by the Agent in writing in its sole discretion), the Obligations shall be secured by Mortgages upon Real Estate owned by any applicable Loan Party, and the applicable Loan Party shall deliver all Related Real Estate Documents requested by the Agent (including, without limitation, in the case of Real Estate located in the United States, delivery of flood notification forms, evidence of flood insurance and such other deliveries in order to comply with any applicable requirements placed on federally regulated lenders under the National Flood Insurance Reform Act of 1994 and related legislation or any interest thereinother applicable flood laws). The Mortgages shall be recorded, at the Loan Parties’ expense, in each office where such recording is required to create a first priority duly perfected Lien in favor of the Agent on such owned Real Estate, subject only to Permitted Liens. (b) The improvements on Within 180 days after the Leased Closing Date (as such date may be extended by the Agent in writing in its sole discretion) (the “Basic Energy Real Estate are Date”), Basic Energy AcquisitionCo shall have either (i) consummated transactions permitted by Section 7.23(c) with respect to Real Estate owned by Basic Energy AcquisitionCo as of the Closing Date or (ii) commenced compliance with the immediately succeeding sentence. If, as of the Basic Energy Real Estate Date, Basic Energy AcquisitionCo has not consummated transactions permitted by Section 7.23(c) with respect to Real Estate owned by Basic Energy AcquisitionCo as of the Closing Date, then within 90 days after the Basic Energy Real Estate Date (as such date may be extended by the Agent in good operating condition writing in its sole discretion) , the Obligations shall be secured by Mortgages upon such Real Estate owned by Basic Energy AcquisitionCo, and repair Basic Energy AcquisitionCo shall deliver all Related Real Estate Documents requested by the Agent (ordinary wear including, without limitation, in the case of Real Estate located in the United States, delivery of flood notification forms, evidence of flood insurance and tear exceptedsuch other deliveries in order to comply with any applicable requirements placed on federally regulated lenders under the National Flood Insurance Reform Act of 1994 and related legislation or any other applicable flood laws). No lienable work has been performed by or on behalf The Mortgages shall be recorded, at the Loan Parties’ expense, in each office where such recording is required to create a first priority duly perfected Lien in favor of the Company or any Subsidiary Agent on any of the Leased such owned Real Estate for which payment has not been made in full. No improvements on the Leased Real Estate encroach on a Third Party’s real property or on set-back other restricted areas. No improvements on the Leased Real Estate violate any use or occupancy restrictionEstate, limitation, condition or covenant of record or any applicable zoning or building Law or public utility or other easement. There are no (i)subject only to Permitted Liens.