Common use of Real Estate Clause in Contracts

Real Estate. Section 4.15 of the Company Disclosure Schedule sets forth a true, correct, and complete 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 Premises,” 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 of its Subsidiaries (i) currently lease all or any part of the Company Owned Properties or (ii) has received written notice of any pending, and to the Knowledge of the Company there is no threatened, condemnation proceeding with respect to any of the Company Owned Properties. With respect to the Company Leased Premises, (a) all leases under which the Company or 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 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) neither the Company nor any of its Subsidiaries nor, to the Knowledge of the 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 Property Lease. Neither the Company nor any of its Subsidiaries has assigned, pledged, mortgaged, hypothecated or otherwise transferred any Real Property Lease nor has the Company or any of its Subsidiaries entered into with any other Person (other than another wholly-owned Subsidiary of the Company) any sublease, license or other agreement that is material to the Company and its Subsidiaries, taken as a whole, and that relates to the use or occupancy of all or any 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 otherwise made available to Parent by the Company.

Real Estate. (a) Section 4.15 4.8(a) of the Company Disclosure Schedule sets forth lists and contains a true, correct, and complete list of all legal description of the real property owned or leased by Shukla located in Waterbury Connecticut, with its mailing address at 000 Xxxxxx Xxxx Xxxx, Xxxxxxxxx, Xxxxxxxxxxx (the Company "Building") (the "Owned Real Property"), such description including an identification of the deed thereto and its Subsidiariesany and all side letters and other agreements relating thereto, and all the address and approximate size of their patented the premises. Shukla will at Closing hold and unpatented mining claims. The Company or one or more of its Subsidiaries has convey to Purchaser good and marketable title in fee simple title to the Owned Real Property and to all of its owned real property disclosed in Section 4.15 of the Company Disclosure Schedule (the “Company Owned Properties”)buildings, structures 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 Premises,” and together with the Company Owned Properties, the “Company Properties”)other improvements thereon, in each case free and clear of all Liens tenancies and occupants (other than Permitted the occupancy by Reliable Precious Metals, Inc.("RPM")) and free and clear of all Liens, subject only to real estate taxes not yet due and payable, and covenants, conditions, restrictions and easements of record, none of which make title to the owned Real Property unmarketable and none of which are violated by the Seller or Shukla or will interfere with Purchaser's use thereof. Neither There are no condemnation proceedings, special assessments, impact fees or similar charges pending or, to the Company best knowledge of either Shukla or the Seller, threatened in connection with the Owned Real Property, and neither nor any of its Subsidiaries (i) currently lease all or any part of the Company Owned Properties or (ii) Seller has received written or been served with any notice of any pending, and to the Knowledge of the Company there is no threatened, condemnation proceeding with respect to any of the Company foregoing. The current use by the Seller of the Owned PropertiesReal Property complies in all respects with the applicable zoning laws and building and use restrictions (including, without limitation, all agreements of the Seller applicable thereto). With respect Neither Shukla nor the Seller has any knowledge of any proposed change in the zoning or building ordinances affecting the Owned Real Property. Except for R P M, no third party, tenant or other occupant of space has any lease, license, option or other interest in occupancy or possession to the Company Leased PremisesOwned Real Property, (a) all leases under which or any part thereof nor any right of refusal, option or other right to purchase the Company Owned Real Property. RPM is a tenant in the Building pursuant to an oral month-to-month lease. RPM occupies approximately one-eighth of the Building. There are no outstanding requirements or one recommendations by any party including without limitation, any holders of its Subsidiaries leases an existing mortgage, or any Company Leased Premises (federal, state or local governmental authority having or claiming jurisdiction over the “Owned Real Property Leases”) affecting all or a part of the Owned Real Property or any insurance companies or insurance-rating organizations, requiring or recommending that any repairs, alterations or other work be done on or at the Owned Real Property. All public utilities required for the operation of the Owned Real Property, or any part thereof, either enter the Owned Real Property through adjoining public streets or if they pass through adjoining private land do so in accordance with valid public easements or private easements which will inure to the benefit of Purchaser. All of said public utilities are valid installed and operating and all installation and connection charges have been paid for in full. 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 paid for by Seller and shall be in full force and effect on the Closing Date. There are no service, maintenance or union contracts affecting the Owned Real Property. Except as specified herein, Seller has received no violation or note or notice of violation, and constitute binding obligations to the best of Seller's knowledge, there exist no violation or note or notice of violation, of law of municipal, Labor Department or other governmental ordinances, orders, rules, regulations or requirement against or affecting the Owned Real Property, or any part thereof, and if any issue prior to the Closing Date, or after the Closing Date by reason of a condition which existed prior to the Closing Date, then Seller shall, at its sole cost and expense, promptly cause the same to be cured and dismissed of record and pay all fines and penalties in connection therewith. The buildings and any site improvements located on the Owned Real Property, and any part thereof, each conform to all requirements of any applicable zoning and building ordinances, orders, rules, regulations and requirements. No changes or alterations have been made to the buildings or site improvements, which render the same in violation of any applicable zoning or building ordinance, order, rule, regulation or requirement or the existing certificate of occupancy (if any). Any changes or alterations to the building and site improvements have been completed in full compliance with all applicable zoning or building ordinances, orders, rules, regulations or requirements. The existing zoning 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 Owned Real Property Leases that would give and certificate of occupancy permit the lessor under such Owned Real Property Lease to be used for the right to terminate such Business. Seller has received no notice and has no knowledge of any requirement asserted by any governmental authority requiring the installation or modification of any sewers, sewerage disposal facilities, or other environmental protection system or facility. All oil burners, incinerators and other fuel burning devices at the Owned Real Property Lease or amend or modify such Real Property Lease in a manner adverse to the Companycomply with all applicable federal, state and (c) neither the Company nor any of its Subsidiaries norlocal air pollution control laws, to the Knowledge of the Companyrules and regulations, 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 Property Lease. Neither the Company nor any of its Subsidiaries has assigned, pledged, mortgaged, hypothecated or otherwise transferred any Real Property Lease nor has the Company or any of its Subsidiaries entered into with any other Person (other than another wholly-owned Subsidiary of the Company) any sublease, license or other agreement that is material to the Company and its Subsidiaries, taken as a whole, and that relates to the use or occupancy of all or any 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 otherwise made available to Parent by the Companyif any.

Real Estate. Section 4.15 Upon request by the Required Lenders or the Agent, the Company covenants and agrees, within ten (10) days after receiving such request, to grant to the Agent, for the ratable benefit of the Company Disclosure Schedule sets forth a trueLenders and the Agent, correctas security for the Obligations, security interests and liens on all real estate and improvements, including all fixtures, equipment, furnishings, systems, and complete list related property located thereon (collectively, the "Real Estate") now owned or hereafter acquired and owned by the Company for a period of 90 consecutive days, 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 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 real property estate mortgages or deeds of trust or leasehold mortgages or deeds of trust, at the Company's expense: (i) evidence satisfactory to the Required Lenders showing, in the case of owned or leased Real Estate, that such Real Estate is owned in fee simple 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 Premises,” and together with the Company Owned Properties, the “Company Properties”), in each case free and clear of all Liens other than Permitted Liens. Neither liens, encumbrances and exceptions which are not acceptable to the Company nor any Agent or the Required Lenders, and in the case of its Subsidiaries (i) currently lease all or any part of leased Real Estate, showing the Company Owned Properties or Company's leasehold interest therein; and (ii) has received written notice of any pendinga Phase I environmental assessment (and where reasonably deemed appropriate by the Required Lenders based upon information disclosed in such assessment, and a Phase II environmental assessment) prepared by a registered engineer or environmental consultant acceptable to the Knowledge of the Company there is no threatened, condemnation proceeding with respect to any of the Company Owned Properties. With respect to the Company Leased Premises, (a) all leases under which the Company or 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 Agent and the counterparties thereto, in accordance Required Lenders confirming there are no material environmental problems associated 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 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) neither the Company nor any of its Subsidiaries nor, to the Knowledge of the 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 Property Lease. Neither the Company nor any of its Subsidiaries has assigned, pledged, mortgaged, hypothecated or otherwise transferred any Real Property Lease nor has the Company or any of its Subsidiaries entered into with any other Person (other than another wholly-owned Subsidiary of the Company) any sublease, license or other agreement that is material to the Company and its Subsidiaries, taken as a whole, and that relates to the use or occupancy of all or any 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 otherwise made available to Parent by the CompanyEstate.

Real Estate. (a) The Company or one of its Subsidiaries has (i) good, valid and marketable title to each parcel of real property owned in fee by the Company or any of its Subsidiaries (the "Company Fee Property") and (ii) good, valid and subsisting leasehold title to each parcel of real property leased by the Company or any of its Subsidiaries (the "Company Leased Property" and together with the Company Fee Property, the "Company Real Property") pursuant to a lease set forth on Section 4.15 3.17(a) of the Company Disclosure Schedule (the "Company Leases"), in each case where any such real property is necessary to the conduct of the business of the Company and its Subsidiaries as it is presently conducted, except for any such failure in title which does not have a Company Material Adverse Effect. Section 3.17(a) of the Company Disclosure Schedule sets forth a true, correct, true and complete list of all Company Real Property which is necessary to the conduct of the real property owned or leased by business of the Company and its Subsidiaries, and all of their patented and unpatented mining claimsSubsidiaries as it is presently conducted. 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 To 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 Premises,” 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 of its Subsidiaries (i) currently lease all or any part of the Company Owned Properties or (ii) has received written notice of any pending, and to the Knowledge of the Company there is no threatened, condemnation proceeding with respect to any of the Company Owned Properties. With respect to the Company Leased PremisesCompany's knowledge, (a1) all leases under which the Company or one of its Subsidiaries leases any Company Leased Premises (has the “Real Property Leases”) are valid and in full force and effect and constitute binding obligations right to quiet enjoyment of the Company or one Leased Property for the full term of its Subsidiaries and the counterparties Company Lease relating thereto, except for any failure which would not, in the aggregate, reasonably be expected to have a Company Material Adverse Effect, (2) each Company Lease is a legal, valid and binding agreement, enforceable in accordance with their respective its terms, (b) of the parties thereto and there is not any existing default by no, nor has the Company or any of its Subsidiaries under received notice of any, default (or any condition or event, which, after notice or a lapse of time or both would constitute a default thereunder), except for any failure which would not, in the Real Property Leases that would give the lessor under such Real Property Lease the right aggregate, reasonably be expected to terminate such Real Property Lease or amend or modify such Real Property Lease in have a manner adverse to the CompanyCompany Material Adverse Effect, and (c3) neither the Company nor any of its Subsidiaries nor, to the Knowledge has assigned its interest under any Company Lease or sublet any part of the Companypremises covered thereby or exercised any option or right thereunder except as would not, any third partyin the aggregate, has violated any provision of, or committed or failed reasonably be expected to perform any act which, with or without notice, lapse of time or both would constitute have a default under the provisions of, any Real Property Lease. Neither the Company nor any of its Subsidiaries has assigned, pledged, mortgaged, hypothecated or otherwise transferred any Real Property Lease nor has the Company or any of its Subsidiaries entered into with any other Person (other than another wholly-owned Subsidiary of the Company) any sublease, license or other agreement that is material to the Company and its Subsidiaries, taken as a wholeMaterial Adverse Effect, and (4) no penalties are accrued and unpaid under any Company Lease, except for penalties that relates would not, in the aggregate, reasonably be expected to the use or occupancy of all or any portion of the have a 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 otherwise made available to Parent by the CompanyMaterial Adverse Effect.

Real Estate. Section 4.15 of the Company Disclosure Schedule sets forth a true, correct, and complete list of all All of the real estate owned by any of the Consumers Companies in the aggregate, has a net value at June 30, 1996 of not less than the aggregate carrying value of all such real estate on the June 30, 1996 statutory balance sheets of the Insurance Company Subsidiaries. Except as set forth in the Disclosure Schedule, all buildings, plants, structures, equipment and other personal property owned or leased by the Company Consumers Companies are in good operating condition and its Subsidiariesrepair (ordinary wear and tear excepted) and are usable in the ordinary course of business of the Consumers Companies. The Consumers Companies are not, and all have not received notification that they are, in violation of their patented and unpatented mining claims. The Company any applicable building, zoning, anti-pollution, health, safety or one other law, ordinance or more regulation in respect of its Subsidiaries has good and marketable fee simple title to all of its owned buildings, plants or structures or their operations. Except as set forth in the Disclosure Schedule, each real property disclosed lease in Section 4.15 which any of the Company Disclosure Schedule (the “Company Owned Properties”)Consumers Companies are landlord or tenant is, and on the Company Closing shall be, in full force and each of its Subsidiaries effect and has a valid not been assigned, modified, supplemented or amended and subsisting leasehold estate in all of its leased real property disclosed in Section 4.15 neither the Consumers Companies, as landlord or tenant under any such lease, nor, to the knowledge of the Company Disclosure Schedule (the “Company Leased Premises,” executive officers of Consumers, any other party to any such lease, is in default under any such lease, and together no circumstances or state of facts presently exists which, with the Company Owned Propertiesgiving of notice or passage of time, or both, would permit the “Company Properties”), in each case free and clear of all Liens other than Permitted Lienslandlord or tenant to terminate any such lease. Neither the Company whole nor any of its Subsidiaries (i) currently lease all or any part portion of the Company Owned Properties property or (ii) has received written notice leaseholds owned or held by the Consumers Companies is subject to any governmental decree or order to be sold or is being condemned, expropriated or otherwise taken by any governmental body or other person with or without payment of any pending, and to the Knowledge of the Company there is compensation therefor. There are no threatened, condemnation proceeding assessments with respect to any of the Company Owned Properties. With respect to the Company Leased Premises, (a) all leases under which the Company properties owned or 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 leased by the Company or any of its Subsidiaries 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) neither the Company nor any of its Subsidiaries nor, to the Knowledge of the 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 Property Lease. Neither the Company nor any of its Subsidiaries has assigned, pledged, mortgaged, hypothecated or otherwise transferred any Real Property Lease nor has the Company or any of its Subsidiaries entered into with any other Person (other than another wholly-owned Subsidiary of the Company) any sublease, license or other agreement that is material to the Company and its Subsidiaries, taken as a whole, and that relates to the use or occupancy of all or any 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 otherwise made available to Parent by the CompanyConsumers Companies which remain unpaid.

Real Estate. Section 4.15 of the The Company Disclosure does not own any real property. Schedule ----------- 7.23 sets forth a true, correct, true and complete list and description of all of the real property owned leased to or leased used by the Company and its Subsidiariesas tenant, and all of their patented and unpatented mining claims. The Company subtenant, or one licensee, 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 subleased by the Company Disclosure Schedule as sublandlord (the “Company Owned Properties”"Leased Premises"), 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 Premises,” 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 of its Subsidiaries including (i) currently lease all or any part the location of the Company Owned Properties or such property, (ii) has received written notice the name of any pendingthe lessor or licensor and all sublesees (if any), (iii) the execution and termination dates of the lease or license, and to (iv) the Knowledge of the Company there is no threatened, condemnation proceeding renewal date and purchase options with respect to any of the Company Owned Propertiesthereto. With respect to the Company Leased PremisesEach lease, (a) all leases under which the Company or one of its Subsidiaries leases any Company Leased Premises license and sublease (the “"Real Property Estate Leases”") are covering a Leased Premise is valid and in full force and effect and constitute binding obligations of effect, conveys the leased real estate purported to be conveyed thereunder, is enforceable by the Company as tenant, licensee, sublandlord or one of its Subsidiaries and the counterparties thereto, subtenant in accordance with their respective its terms, (b) and there is not under any of such instruments any existing default by the Company or any event of its Subsidiaries 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 default (or amend event which with notice or modify such Real Property Lease in a manner adverse to the Company, and (c) neither the Company nor any of its Subsidiaries nor, to the Knowledge of the 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 default). If consent of the provisions of, lessor or any mortgagee is required or deemed necessary by Buyer in connection with any Real Property Estate Lease. Neither the Company nor any of its Subsidiaries has assigned, pledgedsuch consent, mortgagedin form and substance satisfactory to Buyer, hypothecated or otherwise transferred any Real Property Lease nor has the Company or any of its Subsidiaries entered into with any other Person (other than another wholly-owned Subsidiary of the Company) any sublease, license or other agreement that is material 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 its Subsidiaries, taken as a whole, and that relates to the use or occupancy of all or any portion of the Company Leased Premises. True, correct, and complete accurate copies of all Real Property Estate Leases, together with all amendments and extensions thereto. There are no encroachments from any of the Leased Premises onto adjoining real property, and there are no encroachments from any adjoining real property onto any of the Leased Premises. Each structure located on the Leased Premises is structurally sound, well maintained, in good condition and repair and adequate for the uses to which it is presently being put. The Leased Premises, including all structures, improvements and fixtures thereon and the current uses thereof, conform to any and all applicable reclamation, zoning, land use, subdivision, wetlands, building, health, environmental and safety laws, rules and regulations and, except as set forth in Schedule 7.23, no notice from any governmental body or other person has been served upon, or received by, the Company or Keve claiming any violation of any such law, rule or regulation or requiring any work, repairs, reclamation, construction, alterations or installation on or in connection with respect 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 Premises, or lawsuits by adjoining landowners or others arising out of or in connection with the Leased Premises, or the use or operation thereof, nor, to the Company Owned Properties, true, correct, and complete copies knowledge of all deeds, title insurance policies, and surveys have been delivered Keve or otherwise made available to Parent by the Company, is any such lawsuit contemplated by any person, nor is any condemnation or assessment contemplated by any governmental authority.

Real Estate. Section 4.15 of the Company Disclosure Schedule sets forth a true, correct, and complete list of all All of the real estate owned by any of the Consumers ----------- Companies in the aggregate, has a net value at June 30, 1996 of not less than the aggregate carrying value of all such real estate on the June 30, 1996 statutory balance sheets of the Insurance Company Subsidiaries. Except as set forth in the Disclosure Schedule, all buildings, plants, structures, equipment and other personal property owned or leased by the Company Consumers Companies are in good operating condition and its Subsidiariesrepair (ordinary wear and tear excepted) and are usable in the ordinary course of business of the Consumers Companies. The Consumers Companies are not, and all have not received notification that they are, in violation of their patented and unpatented mining claims. The Company any applicable building, zoning, anti-pollution, health, safety or one other law, ordinance or more regulation in respect of its Subsidiaries has good and marketable fee simple title to all of its owned buildings, plants or structures or their operations. Except as set forth in the Disclosure Schedule, each real property disclosed lease in Section 4.15 which any of the Company Disclosure Schedule (the “Company Owned Properties”)Consumers Companies are landlord or tenant is, and on the Company Closing shall be, in full force and each of its Subsidiaries effect and has a valid not been assigned, modified, supplemented or amended and subsisting leasehold estate in all of its leased real property disclosed in Section 4.15 neither the Consumers Companies, as landlord or tenant under any such lease, nor, to the knowledge of the Company Disclosure Schedule (the “Company Leased Premises,” executive officers of Consumers, any other party to any such lease, is in default under any such lease, and together no circumstances or state of facts presently exists which, with the Company Owned Propertiesgiving of notice or passage of time, or both, would permit the “Company Properties”), in each case free and clear of all Liens other than Permitted Lienslandlord or tenant to terminate any such lease. Neither the Company whole nor any of its Subsidiaries (i) currently lease all or any part portion of the Company Owned Properties property or (ii) has received written notice leaseholds owned or held by the Consumers Companies is subject to any governmental decree or order to be sold or is being condemned, expropriated or otherwise taken by any governmental body or other person with or without payment of any pending, and to the Knowledge of the Company there is compensation therefor. There are no threatened, condemnation proceeding assessments with respect to any of the Company Owned Properties. With respect to the Company Leased Premises, (a) all leases under which the Company properties owned or 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 leased by the Company or any of its Subsidiaries 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) neither the Company nor any of its Subsidiaries nor, to the Knowledge of the 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 Property Lease. Neither the Company nor any of its Subsidiaries has assigned, pledged, mortgaged, hypothecated or otherwise transferred any Real Property Lease nor has the Company or any of its Subsidiaries entered into with any other Person (other than another wholly-owned Subsidiary of the Company) any sublease, license or other agreement that is material to the Company and its Subsidiaries, taken as a whole, and that relates to the use or occupancy of all or any 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 otherwise made available to Parent by the CompanyConsumers Companies which remain unpaid.

Real Estate. Section 4.15 4.7.1 Schedule 4.7 contains a description of the Company Disclosure Schedule sets forth a true, correct, and complete list (i) each parcel of all of the real property owned or leased by the Company (the “Owned Real Property”) (showing the record title holder, legal description, permanent index number, location, improvements, the uses being made thereof and any indebtedness secured by a mortgage or other Lien thereon) and (ii) each option held by the Company to acquire any real property. To the best of the Company’s knowledge, all public utilities, including water, sewer, gas, electric, telephone and drainage facilities, give adequate service to the Owned Real Property for its Subsidiariescurrent uses and uses currently intended by the Company, and all the Owned Real Property has unlimited access to and from publicly dedicated streets, the responsibility for maintenance of their patented which has been accepted by the appropriate governmental body. Except for Permitted Exceptions (as defined below) and unpatented mining claims. The except as disclosed in Schedule 4.7, the Company or one or more of its Subsidiaries has good good, marketable and marketable insurable fee simple title to all of its owned real property disclosed in Section 4.15 of the Company Disclosure Schedule (the “Company Owned Properties”)Real Property, 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 Premises,” and together with the Company Owned Properties, the “Company Properties”), in each case free and clear of all Liens leases, covenants, conditions, restrictions, reservations, reversions, licenses, easements, mortgages and other than Permitted Liens. Neither , claims, charges, options, rights of purchase and other encumbrances, which do not impair the Company nor any of its Subsidiaries (i) currently lease all or any part of the Company Owned Properties or (ii) has received written notice of any pendingcurrent use, and to the Knowledge of the Company there is no threatenedoccupancy, condemnation proceeding with respect to any of the Company Owned Properties. With respect to the Company Leased Premises, (a) all leases under which the Company or 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 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) neither the Company nor any of its Subsidiaries nor, to the Knowledge of the Company, any third party, has violated any provision ofvalue, or committed or failed to perform any act which, with or without notice, lapse marketability of time or both would constitute a default under the provisions of, any Real Property Lease. Neither the Company nor any of its Subsidiaries has assigned, pledged, mortgaged, hypothecated or otherwise transferred any Real Property Lease nor has the Company or any of its Subsidiaries entered into with any other Person (other than another wholly-owned Subsidiary of the Company) any sublease, license or other agreement that is material to the Company and its Subsidiaries, taken as a whole, and that relates to the use or occupancy of all or any portion of the Company Leased Premises. True, correct, and complete copies of all Real Property Leases, and, title with respect to the Owned Real Property. Except as disclosed in Schedule 4.7, the Company is not a party to any contract or option to purchase, sell, assign or otherwise acquire or dispose of, or to grant or create any Lien on or affecting any real property, including the Owned Properties, true, correctReal Property and Leased Property, and complete since the date of the Last Balance Sheet, the Company has not purchased, sold, assigned or otherwise acquired or disposed of any real property. All parcels of land described in Schedule 4.7 which purport to be contiguous to other parcels described therein are contiguous and not separated by strips or gores. Complete and correct copies of all deeds, any surveys and appraisals in the Company’s possession or under its control or any policies of title insurance policies, currently in force and surveys in the possession or under the control of the Company with respect to each parcel of Owned Real Property have heretofore been delivered or otherwise made available to Parent by the Company.Company to the Purchaser. As used herein, “

Real Estate. Section 4.15 of (a) Schedule 3.14 contains the Company Disclosure Schedule sets forth a true, correctlegal descriptions and the street addresses of, and complete list of all of indicates the owner(s) of, any real property or any leasehold or other interest therein (including without limitation any option or other right or obligation to purchase any real property or any interest therein) owned or leased by the Company and its Subsidiaries, and all as of their patented and unpatented mining claimsthe date hereof (the "Company Owned Properties"). The There has been no real property (or any interest therein) owned by the Company or one or more within the past five years that is not owned as of its Subsidiaries the date of this Agreement. With respect to each such parcel of Company Owned Properties: (i) the Company has good and marketable fee simple title to all title, free and clear of its owned real property disclosed any covenants, conditions, easements and exceptions other than the Permitted Exceptions (as defined in Section 4.15 of the Company Disclosure Schedule (the “Company Owned Properties”5.12), and of any Lien other than liens for real estate taxes not yet due and payable; (ii) there are no pending or threatened condemnation proceedings, suits or administrative actions relating to the Company Owned Properties or other matters affecting adversely the current use, occupancy or value thereof, (iii) the legal descriptions for the Company Owned Properties contained in the deeds thereof describe such parcels fully and each of its Subsidiaries has a valid adequately; (iv) the buildings and subsisting leasehold estate in all of its leased real property disclosed in Section 4.15 improvements are located within the boundary lines of the described parcels of land and to the Company's knowledge are not in violation of applicable setback requirements, local comprehensive plan provisions zoning laws and ordinances (and none of the properties or buildings or improvements thereon are subject to "permitted non-conforming use" or "permitted nonconforming structure" classifications), building code requirements, permits, licenses or other forms of approval, regulation or restrictions by any Governmental Authority, and do not encroach on any easement which may burden the land; the land does not serve anyadjoining property for any purpose inconsistent with the use of the land; and the Company Disclosure Schedule Owned Properties are not located within any flood plain or subject to any similar type restriction for which any permits or licenses necessary to the use thereof have not been obtained; (v) all facilities have received all material approvals of Governmental Authorities (including licenses and permits) required in connection with the “Company Leased Premises,” ownership or operation thereof and together have been operated and maintained in accordance with applicable laws, ordinances, rules and regulations; (vi) there are no Contracts granting to any party or parties the right of use or occupancy of any portion of the Company Owned Properties, the “Company Properties”), in each case free and clear of all Liens there are no parties (other than Permitted Liens. Neither the Company) in possession of any of the Company nor Owned Properties; (vii) there are no outstanding options or rights of first refusal to purchase any of its Subsidiaries (i) currently lease all or any part of the Company Owned Properties or any portion thereof or interest therein; (iiviii) has received written notice all facilities located on the Company Owned Properties are supplied with utilities and other services necessary for their operation, all of any pendingwhich services are adequate in accordance with all applicable laws, ordinances, rules and regulations, and to the Knowledge of are provided via public roads or via permanent, irrevocable, appurtenant easements benefiting the Company Owned Properties; (ix) the Company Owned Properties abut on and have adequate direct vehicular access to a public road and there is no threatenedpending or threatened termination of such access; (x) all improvements, condemnation proceeding with respect buildings, plumbing, HVAC, electrical and other fixtures not used in the business conducted by the Company and systems on the Company Owned Properties are in good repair, and safe for occupancy; and (xi) there are no material Contracts relating to management or similar matters which affect any of the Company Owned Properties. With respect to the Company Leased Premises, (a) all leases under which the Company or 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 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) neither the Company nor any of its Subsidiaries nor, to the Knowledge of the 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 Property Lease. Neither the Company nor any of its Subsidiaries has assigned, pledged, mortgaged, hypothecated or otherwise transferred any Real Property Lease nor has the Company or any of its Subsidiaries entered into with any other Person (other than another wholly-owned Subsidiary of the Company) any sublease, license or other agreement that is material to the Company and its Subsidiaries, taken as a whole, and that relates to the use or occupancy of all or any 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 otherwise made available to Parent by the Company.

Real Estate. Section 4.15 of the Company Disclosure Schedule sets forth a true, correct, and complete 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 Premises,” 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 its subsidiary own any parcels ----------- of its Subsidiaries real property. Schedule 3.14 sets forth (ia) a list of all leases, licenses ------------- or similar agreements currently lease all or any part in effect ("Real Property Leases" ) copies of which have previously been furnished to United, (b) the lessor and lessee thereof and the date and term of each of such leases, (c) the legal description, if known, including street address, of each property covered thereby (the "Leased Premises"), and (d) a brief description (including size and function) of the Company Owned Properties or (ii) has received written notice of any pendingprincipal improvements and buildings thereon. The Real Property Leases are in full force and effect and have not been amended, and neither the Company nor its subsidiary, nor to the Knowledge of the Company and the Shareholders, is any other party thereto in default or breach under any such lease. No event has occurred which, with the passage of time or the giving of notice or both, would cause a breach of or default by the Company or its subsidiary under any of such leases and, to the Knowledge of the Company and the Shareholders, there is no threatenedbreach or anticipated breach by any other party to such leases. With respect to each of the Leased Premises: each of the Company and its subsidiary has valid leasehold interests or other rights of use and occupancy in the Leased Premises, free and clear of any Liens on such leasehold interests created by the Company or its subsidiary or other rights of use and occupancy, or any covenants, easements or title defects known to or created by the Company or its subsidiary, except as do not adversely affect the occupancy or uses of such properties; the portions of the buildings located on the Leased Premises that are used in the business of the Company or its subsidiary are within the property setback and building lines of the respective property, and are in the aggregate sufficient to satisfy the current normal business activities of the Company or its subsidiary as conducted thereat; each of the Leased Premises (a) has access to public roads, such access being sufficient to satisfy the current and reasonably anticipated normal transportation requirements of the business of the Company or its subsidiary as presently conducted at such parcel; and (b) is served by all utilities in such quantity and quality as are sufficient to satisfy the current normal business activities as currently conducted at such parcel; and neither the Company nor its subsidiary has received notice of (a) any condemnation proceeding with respect to any portion of the Company Owned Properties. With respect to the Company Leased Premises, (a) all leases under which the Company or 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 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) neither the Company nor any of its Subsidiaries noraccess thereto and, to the Knowledge of the CompanyCompany and the Shareholders, no such proceeding is contemplated by any third party, has violated Governmental Authority; or (b) 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 Property Lease. Neither the Company nor special assessment which may affect any of its Subsidiaries has assignedthe Leased Premises and, pledged, mortgaged, hypothecated or otherwise transferred any Real Property Lease nor has to the Company or any Knowledge of its Subsidiaries entered into with any other Person (other than another wholly-owned Subsidiary of the Company) any sublease, license or other agreement that is material to the Company and its Subsidiariesthe Shareholders, taken as a whole, and that relates to the use or occupancy of all or no such special assessment is contemplated by any 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 otherwise made available to Parent by the CompanyGovernmental Authority.

Real Estate. Section 4.15 of Neither the Company Disclosure Schedule sets forth a true, correct, and complete 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 nor any of its Subsidiaries has good and marketable fee simple title to all of its owned owns any 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 Premises,” and together with the Company Owned Properties, the “Company Properties”), in each case free and clear of all Liens other than Permitted Liensproperty. Neither the Company nor any of its Subsidiaries is a lessor, sublessor or sublessee under any lease or sublease of real property. Schedule 4.13 lists (i) currently lease all or any part each parcel of the Company Owned Properties or (ii) has received written notice of any pending, and to the Knowledge of the Company there is no threatened, condemnation proceeding with respect to any of the Company Owned Properties. With respect to the Company Leased Premises, (a) all leases under which real estate leased by the Company or one of its Subsidiaries leases any Company (“Leased Premises (Real Estate” and the facilities thereon, the “Real Property LeasesLeased Facilities”) are valid and in full force and effect and constitute binding obligations ), including identification of the Company or one of its Subsidiaries lessor, street address and the counterparties theretoamount of base rent and any additional rent (including all common maintenance expenses, in accordance with their respective termsTaxes, (butilities, operating expenses or any other expenses that the tenants are obligated to pay under any Lease) there is not any existing default 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. Except as set forth in Schedule 4.13, (i) no amount payable under any of 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 Property Leases that would give the lessor Estate; (ii) each party to each Lease has complied in all material respects with all commitments and obligations on its part to be performed or observed under each 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, Lease; and (ciii) neither the Company nor any of its Subsidiaries norhas received any written notice of a default, offset or counterclaim under any such Lease, or any other communication calling upon it to comply with any provision of any such Lease or asserting non-compliance or default. 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 its Subsidiaries and that are necessary for the continued operation of such businesses as currently conducted and as contemplated to be conducted immediately prior to and immediately after the Closing, and the Company or the applicable Subsidiary 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. All of the Leased Facilities are in good operating condition and repair (subject to normal wear and tear). There is no Person other than the Company or its applicable Subsidiary 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, 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 Property Lease. Neither the Company nor any of its Subsidiaries has assigned, pledged, mortgaged, hypothecated or otherwise transferred any Real Property Lease nor has the Company or any of its Subsidiaries entered into with any other Person (other than another wholly-owned Subsidiary of the Company) any sublease, license or other agreement that is material to the Company and its Subsidiaries, taken as a whole, and that relates to the use or occupancy of all or any portion of the Company Leased Premises. True, correct, and complete copies of all Real Property Leases, and, threatened with respect to the Company Owned Properties, true, correct, and complete copies of all deeds, title insurance policies, and surveys have been delivered or otherwise made available to Parent by the Companyany Leased Facility.

Real Estate. Section 4.15 The Company at Closing will not own any parcels of the Company Disclosure real property. Schedule 3.13 sets forth (a) a true, correct, and complete list of all leases, licenses or similar agreements ("Real Property Leases") copies of which have previously been furnished to Nations), (b) the lessor and lessee thereof and the date and term of each of such leases, (c) the legal description, if known, including street address, of each property covered thereby (the "Leased Premises"), and (d) a brief description (including size and function) of the real property owned principal improvements and buildings thereon. The Real Property Leases are in full force and effect and have not been amended, and no party thereto is in default or leased breach under any such Lease. No event has occurred which, with the passage of time or the giving of notice or both, would cause a breach of or default by the Company under any of such leases and its Subsidiaries, and all of their patented and unpatented mining claimsthere is no breach or anticipated breach by any other party to such leases. The Company or one or more of its Subsidiaries has good and marketable fee simple title With respect to all of its owned real property disclosed in Section 4.15 each of the Company Disclosure Schedule Leased Premises: (the “Company Owned Properties”), and I) the Company has valid leasehold interests or other rights of use and each of its Subsidiaries has a valid and subsisting leasehold estate occupancy in all of its leased real property disclosed in Section 4.15 of the Company Disclosure Schedule (the “Company Leased Premises,” and together with the Company Owned Properties, the “Company Properties”), in each case free and clear of all any Liens on such leasehold interests or other than Permitted Liens. Neither the Company nor any rights of its Subsidiaries (i) currently lease all use and occupancy, or any part covenants, easements or title defects known to or created by the Company, except as do not affect the occupancy or uses of such properties; (ii) the portions of the buildings located on the Leased Premises that are used in the business of the Company Owned Properties or are within the property setback and building lines of the respective property, are in good repair and condition, normal wear and tear excepted, and are in the aggregate sufficient to satisfy the Company respective normal business activities as conducted thereat; (iiiii) each of the Leased Premises (a) has received written notice direct access to public roads or access to public roads by means of any pendinga perpetual access easement, such access being sufficient to satisfy the current and to the Knowledge reasonably anticipated normal transportation requirements of the Company there respective business as presently conducted at such parcel; and (b) is no threatened, served by all utilities in such quantity and quality as are sufficient to satisfy the current normal business activities as conducted at such parcel; and (iv) the Company has not received notice of (a) any condemnation proceeding with respect to any portion of the Leased Premises or any access thereto and no such proceeding is contemplated to the knowledge of the Company Owned Properties. With respect by any Governmental Authority; or (b) any special assessment which may affect any of the Leased Premises and to the Company Leased Premises, (a) all leases under which the Company or 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 knowledge of the Company or one of its Subsidiaries and the counterparties thereto, in accordance with their respective terms, (b) there Shareholders no such special assessment is not contemplated by any existing default by the Company or any of its Subsidiaries 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) neither the Company nor any of its Subsidiaries nor, to the Knowledge of the 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 Property Lease. Neither the Company nor any of its Subsidiaries has assigned, pledged, mortgaged, hypothecated or otherwise transferred any Real Property Lease nor has the Company or any of its Subsidiaries entered into with any other Person (other than another wholly-owned Subsidiary of the Company) any sublease, license or other agreement that is material to the Company and its Subsidiaries, taken as a whole, and that relates to the use or occupancy of all or any 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 otherwise made available to Parent by the CompanyGovernmental Authority.

Real Estate. Section 4.15 of Neither the Company Disclosure nor any Company Subsidiary owns any real property. The Company and each Company Subsidiary is not a lessor, sublessor or sublessee under any lease or sublease of real property, except as set forth on Schedule sets forth a true, correct, and complete list 4.13. Schedule 4.13 lists (i) each parcel of all of the real property owned or estate 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 Subsidiaries (“Leased Real Estate” and the facilities thereon, the “Company Owned PropertiesLeased Facilities”), including identification of the lessor, street address and the Company amount of base rent and each of its Subsidiaries has a valid and subsisting leasehold estate in any additional rent (including all of its leased real property disclosed in Section 4.15 of 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 Disclosure Schedule (the “Company Leased Premises,” 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 of its Subsidiaries (i) currently lease all or any part Company Subsidiary for the two years preceding the date of the Company Owned Properties or this Agreement; (ii) has received written notice all letters of any pendingcredit, and to the Knowledge of security deposits or other security deposited with a landlord or held by the Company there is no threatened, condemnation proceeding or any Company Subsidiary with respect to any of a subtenant; (iii) all subordination, non-disturbance and attornment agreements executed by the Company Owned Propertiesor any Company Subsidiary in respect of any Lease or that are binding on the Leased Real Estate, and (iv) all documents constituting each Lease, including all amendments thereto. With respect to the Company Leased Premises, (a) all leases No amount payable under which 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 Company Leased Real Estate, and no fee to any broker, finder or one of its Subsidiaries leases other similar intermediary related to the Leased Real Estate will be due and payable at any Company Leased Premises (date in 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 termsfuture, (b) there is are no disputes with respect to any Lease, (c) no security deposit or portion thereof deposited with respect to any Lease has been applied in respect of a breach or default under such Lease which has not been redeposited in full, (d) there are no forbearance programs in effect with respect to any existing default by Lease; (e) the Company or any of its Subsidiaries under Company Subsidiary has not assigned, subleased, mortgaged, deeded in trust or otherwise transferred or encumbered 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 any interest therein, (f) the other party to each Lease in a manner adverse to the Companyis not an Affiliate of, and otherwise does not have any economic interest in, the Company or any Company Subsidiary, (cg) neither the Company nor any Company Subsidiary has collaterally assigned or granted any other security interest in any Lease or any interest therein, and (h) there are no Encumbrances on the estate or interest created by any Lease. All Leased Facilities have received all approvals of its 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 noras 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 (subject to normal wear and tear). There is no Person other than the Company or any Company Subsidiary 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, 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 Property Lease. Neither the Company nor any of its Subsidiaries has assigned, pledged, mortgaged, hypothecated or otherwise transferred any Real Property Lease nor has the Company or any of its Subsidiaries entered into with any other Person (other than another wholly-owned Subsidiary of the Company) any sublease, license or other agreement that is material to the Company and its Subsidiaries, taken as a whole, and that relates to the use or occupancy of all or any portion of the Company Leased Premises. True, correct, and complete copies of all Real Property Leases, and, 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 Company Owned Properties, true, correct, and complete copies of all deeds, title insurance policies, and surveys have been delivered or otherwise made available to Parent by the CompanyLeased Real Estate.

Real Estate. Section 4.15 None of the Company Disclosure Companies owns or has ever owned any parcels of real property. Schedule 3.11 sets forth a true, correct, and complete list of all leases, licenses or similar agreements for the use or occupancy of the real property owned or leased by to which the Company and its Subsidiaries, and all Companies are a party (“Real Property Leases”) copies of their patented and unpatented mining claims. The Company or one or more of its Subsidiaries has good and marketable fee simple title which have previously been furnished 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 Premises,” and together with the Company Owned Properties, the “Company Properties”)Buyer, in each case setting forth: (a) the lessor and lessee thereof and the date and term of each of such leases and (b) the street address of each property covered thereby (the “Leased Premises”). The Real Property Leases are in full force and effect and have not been amended, and none of the Companies, nor, to the knowledge of Seller, any other party thereto, is in default or breach under any such Real Property Lease. No event has occurred which, with the passage of time or the giving of notice or both, would cause a breach of or default by any Company under any of such leases and, to the knowledge of Seller, there is no breach or anticipated breach by any other party to such leases. With respect to each of the Leased Premises: (i) the Companies, as applicable, have valid leasehold interests or other rights of use and occupancy in the Leased Premises, free and clear of all any Liens on such leasehold interests or other than Permitted Liens. Neither the Company nor any rights of its Subsidiaries (i) currently lease all use and occupancy, or any part covenants, easements or title defects known to or created by the Companies, except as do not materially adversely affect the occupancy or uses of the Company Owned Properties or such properties; (ii) the portions of the buildings located on the Leased Premises that are used in the business of the applicable Company are within the property setback and building lines of the respective property, are in good repair and condition, normal wear and tear excepted, and are in the aggregate sufficient to satisfy the applicable Company’s normal business activities as conducted thereat; (iii) each of the Leased Premises 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 and reasonably anticipated normal transportation requirements of the applicable Company’s business as presently conducted at such parcel; (iv) each of the Leased Premises is served by all utilities in such quantity and quality as are sufficient to satisfy the current normal business activities as conducted at such parcel; (v) none of the Companies has received written notice of any pending, and to the Knowledge of the Company there is no threatened, condemnation proceeding with respect to any portion of the Company Owned Properties. With respect Leased Premises or any access thereto and to the Company Leased Premisesknowledge of Seller, no such proceeding is contemplated by any Governmental Authority; and (avi) all leases under which the Company or 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 none of the Company or one Companies has received notice 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 special assessment which may affect 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 Leased Premises and to the Companyknowledge of Seller, and (c) neither the Company nor no such special assessment is contemplated by any of its Subsidiaries nor, to the Knowledge of the 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 Property Lease. Neither the Company nor any of its Subsidiaries has assigned, pledged, mortgaged, hypothecated or otherwise transferred any Real Property Lease nor has the Company or any of its Subsidiaries entered into with any other Person (other than another wholly-owned Subsidiary of the Company) any sublease, license or other agreement that is material to the Company and its Subsidiaries, taken as a whole, and that relates to the use or occupancy of all or any 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 otherwise made available to Parent by the CompanyGovernmental Authority.

Real Estate. Section 4.15 (a) Each of the Company Disclosure Schedule sets forth WM Asset Sellers and WM Companies, as applicable, has good, marketable and valid title to, or a true, correct, valid leasehold interest in (subject to no Encumbrances other than Permitted Encumbrances) (i) the real property (together with all improvements located thereon and complete list of all of the rights and appurtenances to the real property owned or leased by including all right, title and interest in all air and water rights and easements and rights of way, in each case pertaining to the Company and its Subsidiariesreal property, and all of their patented strips and unpatented mining claims. The gores adjoining the real property) in which such WM Asset Seller or WM Company or one or more of its Subsidiaries has good and marketable a fee simple title to all of its owned real property disclosed in Section 4.15 of the Company Disclosure interest (which is set forth on Schedule 2.19(a)) (the “Company WM Owned PropertiesReal Property”), and (ii) (x) the real property (together with all improvements located thereon) to which such WM Asset Seller or WM Company and each of its Subsidiaries has a valid and subsisting leasehold estate in all of its leased legal right pursuant to an agreement or conveyance, including easements, rights-of-way or other real property disclosed in Section 4.15 interests and which are material to the conduct of the WM Assets or the WM Business (in respect of the WM Assets and the WM Companies) and (y) ground leases, leases and subleases of real property (together with all improvements located thereon) pursuant to written agreements entered into by a WM Asset Seller or WM Company Disclosure Schedule (each, a “WM Existing Lease”) (clauses (x) and (y), collectively, the “Company WM Leased Premises,Real Property” and together with the Company WM Owned PropertiesReal Property, the “Company PropertiesWM Real Property”). Such WM Existing Leases have not been assigned nor have the premises demised thereunder been subleased or licensed, in each case free whole or in part, by any WM Asset Seller or WM Company. A complete and clear of accurate, in all Liens other than Permitted Liens. Neither the Company nor any of its Subsidiaries (i) currently lease all or any part material respects, list of the Company WM Owned Properties or (ii) has received written notice of any pending, and to the Knowledge of the Company there is no threatened, condemnation proceeding with respect to any of the Company Owned Properties. With respect to the Company Leased Premises, (a) all leases under which the Company or 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 all material WM Leased Real Property (and the counterparties theretoowner or lessee, in accordance with their respective termsas applicable, (bthereof and the tax parcel identification numbers of each parcel thereof) there is not any existing default by the Company or any of its Subsidiaries 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) neither the Company nor any of its Subsidiaries nor, to the Knowledge of the 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 Property Lease. Neither the Company nor any of its Subsidiaries has assigned, pledged, mortgaged, hypothecated or otherwise transferred any Real Property Lease nor has the Company or any of its Subsidiaries entered into with any other Person (other than another wholly-owned Subsidiary of the Company) any sublease, license or other agreement that is material to the Company and its Subsidiaries, taken as a whole, and that relates to the use or occupancy of all or any 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 otherwise made available to Parent by the Companyset forth on Schedule 2.19(a).

Real Estate. Neither Parent nor any of its Subsidiaries owns, or has ever owned, any real property. Section 4.15 4.20 of the Company Parent Disclosure Schedule sets forth a true, correctcorrect 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 (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 Parent or any of its Subsidiaries (the “Parent Leased Real Property”), and a true, correct and complete list of all of the Parent Leased Real Property under which any such real property owned is leased, subleased, licensed or leased 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 Company 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 its Subsidiariesoperation of each such Parent Leased Real Property conforms to all applicable Laws, and all Parent or its applicable Subsidiary has exclusive possession of their patented each such Parent Leased Real Property and unpatented mining claimshas not granted any use or occupancy rights to tenants, subtenants or licensees with respect to such Parent Leased Real Property. The Company or one or more Neither Parent nor any of its Subsidiaries has good and marketable fee simple title to all of its owned real property disclosed assigned, transferred, mortgaged, subleased or pledged (directly or indirectly) any interest in Section 4.15 any of the Company Disclosure Schedule (the “Company Owned Properties”)Parent Real Estate Leases. In addition, and the Company and each of Parent and its Subsidiaries applicable Subsidiary has a valid leasehold interest in (or a valid right to use and subsisting leasehold estate in all of its leased real property disclosed in Section 4.15 of occupy) the Company Disclosure Schedule (the “Company Parent Leased Premises,” and together with the Company Owned PropertiesReal Property, the “Company Properties”), in each case free and clear of all Liens other than Permitted Liens. Neither To Parent’s Knowledge, neither the Company whole nor any of its Subsidiaries (i) currently lease all or any part of the Company Owned Properties Parent Leased Real Property is subject to any pending suit for condemnation or (ii) has received written notice of other taking by any pendingGovernmental Entity, and to the Knowledge no such condemnation or other taking is threatened or contemplated. The Parent Leased Real Property comprises all of the Company there real property used in, and is no threatenednecessary for, condemnation proceeding with respect to any the operation of the Company Owned Properties. With respect to the Company Leased Premises, (a) all leases under which the Company or one business of Parent and 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 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) neither the Company nor any of its Subsidiaries nor, to the Knowledge of the 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 Property Leaseas currently conducted. Neither the Company Parent nor any of its Subsidiaries has assigned, pledged, mortgaged, hypothecated ever leased or otherwise transferred operated at any real property other than the Parent Leased Real Property. All structures and buildings on the Parent Leased Real Property Lease nor has are adequately maintained and are in good operating condition and repair for the Company or any requirements of the business of Parent and its Subsidiaries entered into with as currently conducted. To Parent’s Knowledge, there is no pending or contemplated special assessment or reassessment of any other Person (other than another wholly-owned Subsidiary of parcel included in the Company) any subleaseParent Leased Real Property that would result in a material increase in the rent, license additional rent or other agreement that is material to the Company sums and charges payable by Parent or its Subsidiaries, taken as a whole, and that relates to the use or occupancy of all or any 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 otherwise made available to Parent by the Company.

Real Estate. (a) Section 4.15 4.14(a) of the Company Disclosure Schedule sets forth a true, correct, includes an accurate and complete list of all of the real property owned leases, subleases, licenses 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 Premises,” 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 of its Subsidiaries (i) currently lease all or any part of the Company Owned Properties or (ii) has received written notice of any pending, and to the Knowledge of the Company there is no threatened, condemnation proceeding with respect to any of the Company Owned Properties. With respect to the Company Leased Premises, (a) all leases agreements under which the Company or one to which the Company is a lessor, lessee, sub-lessor, or sub-lessee of its Subsidiaries leases or otherwise uses or occupies any Company Leased Premises real property (the “Real Property Leases”) are valid and in full force and effect and constitute binding obligations including the address of the Company or one each parcel 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 real property held pursuant to the Real Property Leases that would give (the lessor under such “Leased Real Property” and the improvements and fixtures thereon, the “Leasehold Improvements”). The leasehold interests relating to the Real Property Lease Leases are free and clear of all Liens, other than Permitted Liens, and the Company enjoys a right of quiet possession with respect to terminate such Leased Real Property Lease or amend or modify such Real Property Lease in a manner adverse to Property. No default by the Company, and (c) neither the Company nor any of its Subsidiaries noror, to the Knowledge of the Company, the applicable lessor, exists under any third partyReal Property Leases and each Real Property Lease is in full force and effect and is legal, has violated any provision ofvalid, binding and enforceable (assuming the enforceability against all other parties to such lease or sublease) in accordance with its terms, except as such enforceability may be limited by (i) applicable insolvency, bankruptcy, reorganization, moratorium, or committed other similar Laws affecting creditors’ rights generally and (ii) applicable equitable principles (whether considered in a proceeding at Law or failed to perform any act which, with or without notice, lapse of time or both would in equity). The Closing hereunder shall not constitute a default under the provisions of, any Real Property Lease. Neither the The Company nor does not owe any of its Subsidiaries has assigned, pledged, mortgaged, hypothecated brokerage commissions or otherwise transferred finder’s fees with respect to any Real Property Lease nor 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. The Company has not leased, subleased or otherwise granted to any Person the Company right or option to use or occupy any Leased Real Property or any of its Subsidiaries entered into with any other Person (other than another wholly-owned Subsidiary of the Company) any sublease, license portion thereof or other agreement that is material to the Company and its Subsidiaries, taken as a whole, and that relates to the use assigned or occupancy of encumbered all or any portion of its interest in 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 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 otherwise made available to Parent by the CompanyProperty.

Real Estate. Section 4.15 of the Company Disclosure Schedule sets forth a true, correct, and complete 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. (a) 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 subsidiaries does not own any real property disclosed in Section 4.15 or any interest therein except as set forth on SCHEDULE 3.15(A) (the "Owned Properties"), which Schedule sets forth the location of the Company Disclosure Schedule (the “Company Leased Premises,” 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 of its Subsidiaries (i) currently lease all or any part of the Company Owned Properties or (ii) has received written notice of any pending, and to the Knowledge of the Company there is no threatened, condemnation proceeding with respect to any of the Company Owned Properties. With respect to each such parcel of Owned Property, except as set forth on SCHEDULE 3.15(A): (i) the Company Leased Premiseshas good and marketable title to the parcel of Owned Property, free and clear of any Lien other than (ay) all leases under Liens for real estate taxes not yet due and payable, or (z) recorded easements, covenants, encumbrances and other restrictions which do not materially impair the current use or occupancy of the property subject thereto, and any matters that would be disclosed by an accurate and current survey of each of the other parcels of the Owned Properties which would not materially impair the current use or occupancy of the property so surveyed; (ii) there are no pending or threatened condemnation proceedings, suits or administrative actions relating to the Owned Properties materially affecting adversely the current use, occupancy or value thereof; (iii) the legal descriptions for the parcels of Owned Property contained in the deeds thereof describe such parcels fully and adequately, and the Owned Properties are not located within any flood plain (such that a mortgagee would require a mortgagor to obtain flood insurance) for which any permits or licenses necessary to the use thereof have not been obtained; (iv) there are no outstanding options or rights of first refusal to purchase the parcels of Owned Property, or any portion thereof or interest therein; and (v) there are no parties (other than the Company or one of and its Subsidiaries leases any Company Leased Premises (the “Real Property Leases”subsidiaries) are valid and in full force and effect and constitute binding obligations possession of the Company or one parcels of its Subsidiaries and the counterparties thereto, in accordance with their respective terms, (b) there is not any existing default Owned Property except pursuant to written leases entered into by the Company or any of its Subsidiaries 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) neither the Company nor any of its Subsidiaries nor, to the Knowledge of the 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 Property Lease. Neither the Company nor any of its Subsidiaries has assigned, pledged, mortgaged, hypothecated or otherwise transferred any Real Property Lease nor has the Company or any of its Subsidiaries entered into with any other Person (other than another wholly-owned Subsidiary of the Company) any sublease, license or other agreement that is material to the Company and its Subsidiaries, taken as a whole, and that relates to the use or occupancy of all or any portion of the Company Leased Premises. True, correct, and complete copies of all Real Property Leases, and, subsidiary thereof with respect to thereto in the Company Owned Properties, true, correct, and complete copies of all deeds, title insurance policies, and surveys have been delivered or otherwise made available to Parent by the Companycapacity as landlord.

Real Estate. Section 4.15 of the Company Disclosure Schedule sets forth (a) SECTION 3.16(a) OF THE SELLER PARTIES DISCLOSURE SCHEDULE contains a true, correct, complete and complete correct list of all Leases. Prior to the date hereof, true, correct and complete copies of all Leases relating to the real property owned or leased by the Company and its Subsidiaries, Leased Premises 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 amendments thereto have been made available by Seller Parties to all of its owned real property disclosed in Section 4.15 of Buyer, except for 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 Premises,” 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 of its Subsidiaries (i) currently lease all or any part of the Company Owned Properties or (ii) has received written notice of any pending, and to the Knowledge of the Company there is no threatened, condemnation proceeding with respect to any of the Company Owned Properties. With respect to the Company Leased Premises, (a) all leases under which the Company or one Seller Parties are required to make monthly lease payments of its Subsidiaries leases any Company Leased Premises (the “Real Property Leases”not more than $2,500 individually and which are set forth in SECTION 3.16(a) OF THE SELLER PARTIES DISCLOSURE SCHEDULE. All such Leases are valid valid, binding and in full force and effect and are enforceable by the lessee thereunder and, except as set forth in SECTION 3.16(a) OF THE SELLER PARTIES DISCLOSURE SCHEDULE, grant such lessee the exclusive right to use and occupy the Leased Premises. Each applicable Seller Entity, as applicable, has, and shall have as of the Closing, good and valid leasehold title to each of the Leased Premises. Except as set forth in SECTION 3.16(a) OF THE SELLER PARTIES DISCLOSURE SCHEDULE, all material covenants to be performed by the applicable Seller Entity, as applicable, and, to the knowledge of Seller Parties, all material covenants to be performed by the lessor or sublessor under each Lease, have been performed in all material respects, and no event has occurred or circumstance exists which, with the delivery of notice or the passage of time or both, would constitute binding such a breach or default by the applicable Seller Entity, or the lessor or sublessor, or which would permit the termination, modification or acceleration of performance of the obligations of the Company applicable Seller Entity, or one of its Subsidiaries and the counterparties theretolessor or sublessor, in accordance with their respective terms, (b) there is not any existing default by the Company or any of its Subsidiaries under any Lease, except for such violations, breaches, defaults, terminations, cancellations, accelerations, creations, impositions, suspensions, or revocations that are excused by or unenforceable as a result of Seller Parties' filing 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 CompanyPetition(s), and (c) neither the Company nor any of its Subsidiaries nor, to the Knowledge except that Seller Parties have not made certain payments under certain Leases in connection with or in anticipation of the 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 Property Lease. Neither the Company nor any of its Subsidiaries has assigned, pledged, mortgaged, hypothecated or otherwise transferred any Real Property Lease nor has the Company or any of its Subsidiaries entered into with any other Person (other than another wholly-owned Subsidiary of the Company) any sublease, license or other agreement that is material to the Company and its Subsidiaries, taken as a whole, and that relates to the use or occupancy of all or any 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 otherwise made available to Parent by the CompanyChapter 11 Cases.

Real Estate. Section 4.15 Schedule 3.13(a) (i) contains the legal description of, any real property or any leasehold or other interest therein (including without limitation any option or other right or obligation to purchase any real property or any interest therein) owned by the Acquired Entity as of the date hereof (the "Company Disclosure Schedule sets forth a true, correct, Owned Properties"); and complete list of (ii) lists all real property (or any interest therein) owned by the Acquired Entity within the past five years that is not owned by the Acquired Entity as of the real property owned date of this Agreement. With respect to each such parcel of Company Owned Properties: (i) the Acquired Entity or leased by the Company and its Subsidiaries, and all of Brassie or their patented and unpatented mining claims. The Company assignee has or one or more of its Subsidiaries has will have at Closing 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”)title, 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 Premises,” and together with the Company Owned Properties, the “Company Properties”), in each case free and clear of all Liens any covenants, conditions, easements and exceptions other than Permitted Liens. Neither the Company nor permitted exceptions and of any Lien other than liens for real estate taxes not yet due and payable, (ii) there are no pending or, to the knowledge of its Subsidiaries (i) currently lease all the Acquired Entity or any part of the Sellers, threatened condemnation proceeding, suits or administrative actions relating to the Company Owned Properties or other matters affecting adversely the current use, occupancy or value thereof; (iiiii) has received written notice of any pending, and to the Knowledge of the Company there is no threatened, condemnation proceeding with respect to any of legal descriptions for the Company Owned Properties. With respect Properties contained in the deeds thereof describe such parcels fully and adequately; (iv) the buildings and improvements, if any, are located within the boundary lines of the described parcels of land and are not in violation of applicable setback requirements, local comprehensive plan provisions, zoning laws and ordinances (and none of the properties or buildings or improvements thereon are subject to "permitted nonconforming use" or "permitted non-conforming structure" classifications), applicable building code requirements, permits, licenses or other forms of approval, regulation or restrictions by any Governmental Authority, and do not encroach on any easement which may burden the land; the land does not serve any adjoining property for any purpose inconsistent with the use of the land; and the Company Leased Premises, (a) all leases under Owned Properties are not located within any flood plain or subject to any similar type restriction for which the Company any permits or 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 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) neither the Company nor any of its Subsidiaries nor, to the Knowledge of the 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 Property Lease. Neither the Company nor any of its Subsidiaries has assigned, pledged, mortgaged, hypothecated or otherwise transferred any Real Property Lease nor has the Company or any of its Subsidiaries entered into with any other Person (other than another wholly-owned Subsidiary of the Company) any sublease, license or other agreement that is material to the Company and its Subsidiaries, taken as a whole, and that relates licenses necessary to the use or occupancy of all or any 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 thereof have not been delivered or otherwise made available to Parent by the Company.obtained; (v) all

Real Estate. Section 4.15 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 (such “Leased Real Property”) and contains a description of the 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 Disclosure in any real property are those identified on Schedule sets forth 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, correctcomplete and correct copies of all Leases. The Company is not in default under any Lease, and complete list 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 Property in the conduct of Business does not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. To Seller’s Knowledge, no material improvements constituting a part of the Leased Real Property encroach on real property owned or leased by a Person other than the Company and its SubsidiariesCompany. There are no Actions pending nor, and all 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 their patented and unpatented mining claimscondemnation or eminent domain proceedings. The Company has provided or one made available to Buyer all title reports, surveys, title policies, environmental audits or more of its Subsidiaries has good reports, maintenance reports, permits 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 Premises,” 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 of its Subsidiaries (i) currently lease all or any part of the Company Owned Properties or (ii) has received written notice of any pending, and to the Knowledge of the Company there is no threatened, condemnation proceeding appraisals with respect to the Leased Real Property to the extent any of the Company Owned Properties. With respect to foregoing are in the Company Leased Premises, (a) all leases under which the Company or 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 possession of the Company or one agents under its control. The Leased Real Property is sufficient for the conduct of its Subsidiaries the Company’s business as currently conducted. To Seller’s Knowledge, all buildings, structures and appurtenances comprising part of the counterparties thereto, in accordance with their respective terms, (b) there is not any existing default Leased Real Property that are currently being used by the Company or any of its Subsidiaries under any are structurally sound and in satisfactory condition and have been reasonably maintained, normal wear and tear excepted. The Company has no obligation to restore the premises subject to the Leased Real Property to their condition at the start of the Real Property Leases that would give applicable lease or otherwise, whether on the lessor under such Real Property Lease date hereof or at the right termination or expiration of the lease. The Company will not be required as a result of any alterations to terminate such Real Property Lease any real property or amend or modify such Real Property Lease facilities to expend greater than twenty five thousand ($25,000) in a manner adverse to the Company, and (c) neither causing the Company nor to comply with the surrender conditions set forth in the applicable lease for any of its Subsidiaries nor, to the Knowledge of the 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 Leased Real Property Lease. Neither the Company nor any of its Subsidiaries has assigned, pledged, mortgaged, hypothecated or otherwise transferred any Real Property Lease nor has the Company or any of its Subsidiaries entered into with any other Person (other than another wholly-owned Subsidiary of the Company) any sublease, license or other agreement that is material to the Company and its Subsidiaries, taken as a whole, and that relates to the use or occupancy of all or any 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 otherwise made available to Parent by the CompanyProperty.

Real Estate. Section 4.15 No Seller owns or has ever owned any real property. The only real property used by Sellers are the Branches, each of which is leased pursuant to the leases identified on Schedule 1.1(c) (collectively, the “Leased Real Property”). None of the Company Disclosure Schedule sets forth a trueUnexpired Leases and no extract or memorandum therefor has been recorded or filed with any recording or filing office of any jurisdiction by any Seller and, correctto the best of any Seller’s or Member’s knowledge, and complete list of all of the real property owned or leased by the Company landlord thereunder. To the best of any Seller’s or any Member’s knowledge, all buildings, structures, fixtures and its Subsidiariesimprovements, and all of their patented mechanical 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 operating systems comprising 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 Premises,” 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 of its Subsidiaries (i) currently lease all or any part of the Company Owned Properties Leased Real Property are structurally sound, in compliance with all Requirements of Law and restrictive covenants, easements and any similar instruments and agreements pertaining thereto and in good condition, ordinary wear and tear excepted, and are sufficient to carry on the Business as conducted thereon. To the best of any Seller’s or 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 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 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 (iiother than regular periodic reassessments required by statute) of any of the Leased Real Property by any Governmental or Regulatory Authority. No Seller or Member has received written notice of, and no Seller or, to the best knowledge of any pendingSeller or Member, and to any other party is in default in the Knowledge performance, observance or fulfillment of the Company there is no threatenedany material obligation, condemnation proceeding with respect to covenant or condition contained in any easement, restrictive covenant or any similar instrument or agreement affecting any of the Company Owned PropertiesLeased Real Property. With respect to To the Company Leased Premises, (a) all leases under which the Company or one best 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 Seller’s or any Member’s knowledge, there are no condemnation, appropriation or other proceedings involving any taking of its Subsidiaries under any of the Real Property Leases that would give Branches pending or threatened. To the lessor under such Real Property Lease best of any Seller’s or any Member’s knowledge, no part of any of the right 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 terminate such Real Property Lease any special Requirement of Law, control or amend protection. The Sellers and Members have provided or modify such Real Property Lease in a manner adverse caused to be provided to the Company, and (c) neither the Company nor any of its Subsidiaries nor, to the Knowledge of the 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 Property Lease. Neither the Company nor any of its Subsidiaries has assigned, pledged, mortgaged, hypothecated or otherwise transferred any Real Property Lease nor has the Company or any of its Subsidiaries entered into with any other Person (other than another wholly-owned Subsidiary of the Company) any sublease, license or other agreement that is material to the Company and its Subsidiaries, taken as a whole, and that relates to the use or occupancy of all or any portion of the Company Leased Premises. True, correct, Buyer true 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 otherwise made available to Parent by the Companyeach Unexpired Lease.

Real Estate. Section 4.15 No Seller owns or has ever owned any real property. The only real property used by Sellers are the Branches, each of which is leased pursuant to the leases identified on Schedule 1.1(c) (collectively, the "Leased Real Property"). None of the Company Disclosure Schedule sets forth a trueUnexpired Leases and no extract or memorandum therefor has been recorded or filed with any recording or filing office of any jurisdiction by any Seller and, correctto the best of any Seller's or Member's knowledge, and complete list of all of the real property owned or leased by the Company landlord thereunder. To the best of any Seller's or any Member's knowledge, all buildings, structures, fixtures and its Subsidiariesimprovements, and all of their patented mechanical 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 operating systems comprising 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 Premises,” 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 of its Subsidiaries (i) currently lease all or any part of the Company Owned Properties Leased Real Property are structurally sound, in compliance with all Requirements of Law and restrictive covenants, easements and any similar instruments and agreements pertaining thereto and in good condition, ordinary wear and tear excepted, and are sufficient to carry on the Business as conducted thereon. To the best of any Seller's or 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 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 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 (iiother than regular periodic reassessments required by statute) of any of the Leased Real Property by any Governmental or Regulatory Authority. No Seller or Member has received written notice of, and no Seller or, to the best knowledge of any pendingSeller or Member, and to any other party is in default in the Knowledge performance, observance or fulfillment of the Company there is no threatenedany material obligation, condemnation proceeding with respect to covenant or condition contained in any easement, restrictive covenant or any similar instrument or agreement affecting any of the Company Owned PropertiesLeased Real Property. With respect to To the Company Leased Premises, (a) all leases under which the Company or one best 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 Seller's or any Member's knowledge, there are no condemnation, appropriation or other proceedings involving any taking of its Subsidiaries under any of the Real Property Leases that would give Branches pending or threatened. To the lessor under such Real Property Lease best of any Seller's or any Member's knowledge, no part of any of the right 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 terminate such Real Property Lease any special Requirement of Law, control or amend protection. The Sellers and Members have provided or modify such Real Property Lease in a manner adverse caused to be provided to the Company, and (c) neither the Company nor any of its Subsidiaries nor, to the Knowledge of the 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 Property Lease. Neither the Company nor any of its Subsidiaries has assigned, pledged, mortgaged, hypothecated or otherwise transferred any Real Property Lease nor has the Company or any of its Subsidiaries entered into with any other Person (other than another wholly-owned Subsidiary of the Company) any sublease, license or other agreement that is material to the Company and its Subsidiaries, taken as a whole, and that relates to the use or occupancy of all or any portion of the Company Leased Premises. True, correct, Buyer true 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 otherwise made available to Parent by the Companyeach Unexpired Lease.

Real Estate. Section 4.15 of the (a) The Company Disclosure does not lease any real property. Schedule sets forth a true, correct, and complete list of 4.1.8(a) lists all of the real property owned Owned Real Property. No pending Proceedings or leased by Orders exist against 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 Premises,” 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 of its Subsidiaries (i) currently lease all or any part of the Company Owned Properties or (ii) has received written notice of any pending, and to the Knowledge of the Company there is no threatened, condemnation proceeding with respect to any of the Company Owned Properties. With respect to the Company Leased Premises, (a) all leases under which the Company or 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 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) neither the Company nor any of its Subsidiaries noror, to the Knowledge of the CompanySeller, any third partyother party which would require the repair, alteration or correction of any existing condition of any portion of any of the Owned Real Property. The Company has violated not received any provision ofwritten notice from any Governmental Body that any of the improvements on the Owned Real Property or the Company’s use of the Owned Real Property violates any use or occupancy restrictions, any covenant of record or any zoning or building Legal Requirement. To the Knowledge of the Seller, the current use and operation of the Owned Real Property is in compliance in all material respects with all applicable Legal Requirements including without limitation Legal Requirements relating to parking, zoning, land use and public and private covenants and restrictions. To the Knowledge of the Seller, the Owned Real Property is not subject to any rights of way, building use restrictions, exceptions, easements, variances, reservations, or committed limitations of any nature except (i) mortgages or failed to perform any act whichsecurity interests shown on the Financial Statements as securing specified liabilities or obligations, with respect to which no default or without noticeevent that, with notice or lapse of time or both both, would constitute a default under default, exists, (ii) mortgages or security interests incurred in connection with the provisions of, any Real Property Lease. Neither purchase of property or assets after the Company nor any of its Subsidiaries has assigned, pledged, mortgaged, hypothecated or otherwise transferred any Real Property Lease nor has the Company or any of its Subsidiaries entered into with any other Person (other than another wholly-owned Subsidiary date of the Company) any sublease, license or other agreement that is material Financial Statements (such mortgages and security interests being limited to the Company and its Subsidiaries, taken as a whole, and that relates to the use property or occupancy of all or any portion of the Company Leased Premises. True, correct, and complete copies of all Real Property Leases, andassets so acquired), with respect to which no default or event that, with notice or lapse of time or both, would constitute a default, exists, (iii) Liens for current Taxes not yet due, (iv) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the Company value or materially impairs the use of the Owned PropertiesReal Property, trueor materially impairs the operations of the Business, correct(v) zoning laws and other land use restrictions that do not materially impair the present use of the Owned Real Property, (vi) as recorded in the public records of Kenosha County, Wisconsin, and complete copies (vii) as would be disclosed by a current, accurate ALTA/ACSM Land Title Survey of all deeds, title insurance policies, and surveys have been delivered the Owned Real Property. There are no pending condemnation or otherwise made available eminent domain Proceedings with respect to Parent by the CompanyOwned Real Property.

Real Estate. Section 4.15 Schedule 3.11(a) (i) contains the legal description of, any real property or any leasehold or other interest therein (including without limitation any option or other right or obligation to purchase any real property or any interest therein) owned by the Seller as of the date hereof (the "Company Disclosure Schedule sets forth a true, correct, Owned Properties"); and complete list of (ii) lists all real property (or any interest therein) owned by the Seller within the past five years that is not owned by the Seller as of the real property owned date of this Agreement. With respect to each such parcel of Company Owned Properties: (i) the Seller or leased by the Company and its Subsidiaries, and all of Brassie or their patented and unpatented mining claims. The Company assignee has or one or more of its Subsidiaries has will have at Closing good and marketable fee simple title title, free and clear of any covenants, conditions, easements and exceptions other than the permitted exceptions and of any Lien other than liens for real estate taxes not yet due and payable, (ii) there are no pending or, to all of its owned real property disclosed in Section 4.15 the knowledge of the Company Disclosure Schedule (Shareholder or the “Seller, threatened condemnation proceeding, suits or administrative actions relating to the Company Owned Properties”Properties or other matters affecting adversely the current use, occupancy or value thereof; (iii) the legal descriptions for the Company Owned Properties contained in the deeds thereof describe such parcels fully and adequately; (iv) the buildings and improvements, if any, are located within the boundary lines of the described parcels of land and are not in violation of applicable setback requirements, local comprehensive plan provisions, zoning laws and ordinances (and none of the properties or buildings or improvements thereon are subject to "permitted nonconforming use" or "permitted non-conforming structure" classifications), applicable building code requirements, permits, licenses or other forms of approval, regulation or restrictions by any Governmental Authority, and do not encroach on any easement which may burden the land; the land does not serve any adjoining property for any purpose inconsistent with the use of the land; and the Company Owned Properties are not located within any flood plain or subject to any similar type restriction for which any permits or licenses necessary to the use thereof have not been obtained; (v) all facilities, if any, have received all approvals of Governmental Authorities (including licenses and each permits) required in connection with the ownership or operation thereof and have been operated and maintained in accordance with applicable laws, ordinances, rules and regulations; (vi) there are no Contracts granting to any party or parties the right of its Subsidiaries has a valid and subsisting leasehold estate in all use or occupancy of its leased real property disclosed in Section 4.15 any portion of the Company Disclosure Schedule (the “Company Leased Premises,” and together with the Company Owned Properties, the “Company Properties”), in each case free and clear of all Liens there are no parties (other than Permitted Liens. Neither the Company nor any Seller) in possession of its Subsidiaries (i) currently lease all or any part of the Company Owned Properties or (ii) has received written notice of any pending, and to the Knowledge of the Company there is no threatened, condemnation proceeding with respect to any of the Company Owned Properties. With respect ; (vii) there are no outstanding options or rights of first refusal or similar rights to the Company Leased Premises, (a) all leases under which the Company or one of its Subsidiaries leases purchase 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 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) neither the Company nor any of its Subsidiaries nor, to the Knowledge of the 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 Property Lease. Neither the Company nor any of its Subsidiaries has assigned, pledged, mortgaged, hypothecated or otherwise transferred any Real Property Lease nor has the Company or any of its Subsidiaries entered into with any other Person (other than another wholly-owned Subsidiary of the Company) any sublease, license or other agreement that is material to the Company and its Subsidiaries, taken as a whole, and that relates to the use or occupancy of all or any 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 otherwise made available to Parent by the Company.Owned

Real Estate. Section 4.15 None of the Company Companies owns any real property. Section 3(c)(xix) of the Disclosure Schedule sets forth contains a true, correct, and complete list of all of the real property owned leased or leased subleased by the 29 of 53 Company (individually “Leased Real Property” and its Subsidiariescollectively, and all of their patented and unpatented mining claimsthe “Leased Realty”). The Company or one or more has a valid leasehold interest in each Leased Real Property. The Company has previously delivered to Buyer correct and complete copies of its Subsidiaries has good (or, in the case of non-written arrangements, accurately and marketable fee simple title to all of its owned real property disclosed in Section 4.15 completely described) each of the Company Disclosure Schedule leases (including all amendments, extensions, renewals, guaranties and other agreements with respect thereto) for the Leased Realty (the “Company Owned PropertiesRealty Leases”), 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 Premises,” 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 of its Subsidiaries (i) currently lease all or any part of the Company Owned Properties or (ii) has received written notice of any pending, and to the Knowledge of the Company there is no threatened, condemnation proceeding with respect to any of the Company Owned Properties. With respect to each Realty Lease: (A) the Company Leased PremisesRealty Lease is legal, (a) all leases under which the Company or one of its Subsidiaries leases any Company Leased Premises (the “Real Property Leases”) are valid valid, binding, enforceable and in full force and effect (subject to the Bankruptcy and Equity Exception); (B) the Company nor, to the Company’s Knowledge, any other party to the Realty Lease is in material breach or default, and to the Company’s Knowledge no event has occurred which, with notice or lapse of time or both, would constitute binding obligations such a breach or default or permit termination, modification or acceleration under the Realty Lease; (C) the Realty Lease has not been modified, except to the extent that such modifications are disclosed by the documents delivered to Buyer; (D) the Company is exclusively entitled to all rights and benefits as lessee under the Realty Lease and has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the Realty Lease; and (E) the terms and conditions of the Company Realty Lease will not be affected by, nor will the Realty Lease be in default as a result of, the completion of the transactions contemplated by this Agreement; provided, however, that the Parties acknowledge and agree that the landlord for the Convoy Property must approve the transfer of the Purchased Securities to Buyer prior to Closing. Neither the Company, nor any Seller has received any notice and or one has any knowledge of its Subsidiaries and (F) any special assessments affecting the counterparties theretoLeased Real Property or improvements thereon; (G) any tax deficiency, lien or assessment against the Leased Real Property or improvements thereon, in accordance each case, which has not been paid or the payment for which adequate provision has not been made; (H) any violations of Applicable Laws with their respective termsrespect to the Leased Real Property or improvements thereon; (I) any condemnations or imminent domain proceedings; (J) any pending zoning or subdivision changes that would affect the Leased Real Property or improvements thereon. No work has taken place on the Leased Realty in the last one hundred twenty (120) days that would create in any party a right to a lien against any of such properties, (b) there is not any existing default except for such work that has been fully paid for by the Company or any of its Subsidiaries 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, Sellers and (c) neither the Company nor any of its Subsidiaries nor, to the Knowledge of the 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 Property Lease. Neither the Company nor any of its Subsidiaries has assigned, pledged, mortgaged, hypothecated or otherwise transferred any Real Property Lease nor has for which the Company or any of its Subsidiaries entered into with any other Person (other than another wholly-owned Subsidiary of the Company) any sublease, license or other agreement that is material to the Company Sellers will obtain lien waivers and its Subsidiaries, taken as a whole, and that relates to the use or occupancy of all or any 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 otherwise made available to Parent affidavits if requested by the CompanyBuyer.

Real Estate. Section 4.15 (a) Schedule 3.14(a) contains the street addresses of, and indicates the owner(s) of, any real property or any leasehold or other interest therein (including without limitation any option or other right or obligation to purchase any real property or any interest therein) owned by any of the Company Disclosure Schedule sets forth a true, correct, and complete list of all Acquired Entities as 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 date hereof (the “"Company Owned Properties”"). Except as listed on Schedule 3.14(b), there has been no real property (or any interest therein) owned by any of the Acquired Entities within the past five years that is not owned by such Acquired Entity as of the date of this Agreement. Schedule 3.14(c) contains the legal descriptions and the Company and each street addresses of its Subsidiaries has a valid and subsisting leasehold estate in all of its leased any real property disclosed in Section 4.15 (or any interest therein) which was owned by the Shareholder or any of the Company Disclosure Schedule his Affiliates (the “Company Leased Premises"Shareholder Owned Properties,” " and together with the Company Owned Properties, the “Company "Owned Properties”"), and used in any Acquired Entity's business which has been conveyed as additional contributions of capital, or otherwise conveyed, to any Acquired Entity other than such real property interests listed in Schedule 3.14(a). Schedule 3.14(a) also sets forth the location and approximate size of, and description of the principal improvements and buildings on, the Owned Properties, together with a list of all title insurance policies and commitments relating to such properties, all of which policies and commitments have previously been delivered or made available to Republic by the Acquired Entities. With respect to each case such parcel of Owned Properties: (i) the Acquired Entity that owns such parcel as indicated in the Schedules to this Section 3.14 has good and marketable title, free and clear of all Liens any covenants, conditions, easements and exceptions other than the Permitted Liens. Neither Exceptions (as defined in Section 5.15), and of any Lien other than liens for real estate taxes not yet due and payable, (ii) there are no pending or, to the Company nor any of its Subsidiaries (i) currently lease all or any part knowledge of the Company Shareholder or the Acquired Entities, threatened condemnation proceedings, suits or administrative actions relating to the Owned Properties or other matters affecting adversely the current use, occupancy or value thereof; (iiiii) has received written notice the legal descriptions for the Owned Properties contained in the deeds thereof describe such parcels fully and adequately; (iv) except as provided on Schedule 3.14(d), (each of which is a "Permitted Exception") the buildings and improvements are located within the boundary lines of the described parcels of land and are not in violation of applicable setback requirements, local comprehensive plan provisions, zoning laws and ordinances (and none of the properties or buildings or improvements thereon are subject to "permitted non-conforming use" or "permitted non-conforming structure" classifications), building code requirements, permits, licenses or other forms of approval, regulation or restrictions by any pendingGovernmental Authority, and, other than perimeter walls and fences owned by the Acquired Entities, do not encroach on any easement which may burden the land; the land does not serve any adjoining property for any purpose inconsistent with the use of the land; and the Owned Properties are not located within any flood plain or subject to any similar type restriction for which any permits or licenses necessary to the Knowledge of the Company there is no threatened, condemnation proceeding with respect to any of the Company Owned Properties. With respect to the Company Leased Premises, use thereof have not been obtained; (av) all leases under which facilities have received all material approvals of Governmental Authorities (including licenses and permits) required in connection with the Company ownership or one of its Subsidiaries leases any Company Leased Premises (the “Real Property Leases”) are valid operation thereof and in full force have been operated and effect and constitute binding obligations of the Company or one of its Subsidiaries and the counterparties thereto, maintained in accordance with their respective termsapplicable laws, ordinances, rules and regulations; (bvi) there is not are no Contracts granting to any existing default by the Company party or any of its Subsidiaries under any of the Real Property Leases that would give the lessor under such Real Property Lease parties 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) neither the Company nor any of its Subsidiaries nor, to the Knowledge of the 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 Property Lease. Neither the Company nor any of its Subsidiaries has assigned, pledged, mortgaged, hypothecated or otherwise transferred any Real Property Lease nor has the Company or any of its Subsidiaries entered into with any other Person (other than another wholly-owned Subsidiary of the Company) any sublease, license or other agreement that is material to the Company and its Subsidiaries, taken as a whole, and that relates to the use or occupancy of all or any portion of the Company Leased Premises. True, correct, and complete copies of all Real Property Leases, and, with respect to the Company Owned Properties, trueand there are no parties (other than the Acquired Entities) in possession of any of the Owned Properties; (vii) there are no outstanding options or rights of first refusal or similar rights to purchase any of the Owned Properties or any portion thereof or interest therein, correct(viii) all facilities located on the Owned Properties are supplied with utilities and other services necessary for their operation, all of which services are adequate in accordance with all applicable laws, ordinances, rules and regulations, and complete copies are provided via public roads or via permanent, irrevocable, appurtenant easements benefiting the Owned Properties; (ix) the Owned Properties abut on and have adequate direct vehicular access to a public road and there is no pending or, to the knowledge of the Shareholder or the Acquired Entities, threatened termination of such access; and (x) all deedsimprovements, title insurance policiesbuildings and systems on the Owned Properties are in good repair, and surveys have been delivered or otherwise made available to Parent by the Companysafe for occupancy and use.

Real Estate. Section 4.15 of the Company Disclosure Schedule sets forth a true, correct, and complete 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. (a) 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 subsidiaries does not own any real property disclosed in Section 4.15 or any interest therein except as set forth on SCHEDULE 4.15(a) (the "Owned Properties"), which Schedule sets forth the location of the Company Disclosure Schedule (the “Company Leased Premises,” 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 of its Subsidiaries (i) currently lease all or any part of the Company Owned Properties or (ii) has received written notice of any pending, and to the Knowledge of the Company there is no threatened, condemnation proceeding with respect to any of the Company Owned Properties. With respect to the Company Leased Premiseseach such parcel of Owned Property, except as set forth on SCHEDULE 4.15(a): (ai) all leases under which the Company or one of its Subsidiaries leases any Company Leased Premises (the “Real Property Leases”) are valid Red Cannxx xxx good 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 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 marketable title to the Companyparcel of Owned Property, free and clear of any Lien other than (cy) neither the Company nor any of its Subsidiaries nor, to the Knowledge of the Company, any third party, has violated any provision ofLiens for real estate taxes not yet due and payable, or committed or failed to perform any act which(z) recorded easements, with or without noticecovenants, lapse of time or both would constitute a default under encumbrances and other restrictions which do not materially impair the provisions of, any Real Property Lease. Neither the Company nor any of its Subsidiaries has assigned, pledged, mortgaged, hypothecated or otherwise transferred any Real Property Lease nor has the Company or any of its Subsidiaries entered into with any other Person (other than another wholly-owned Subsidiary of the Company) any sublease, license or other agreement that is material to the Company and its Subsidiaries, taken as a whole, and that relates to the current use or occupancy of all the property subject thereto, and any matters that would be disclosed by an accurate and current survey of each of the other parcels of the Owned Properties which would not materially impair the current use or occupancy of the property so surveyed; (ii) there are no pending or threatened condemnation proceedings, suits or administrative actions relating to the Owned Properties materially affecting adversely the current use, occupancy or value thereof; (iii) the legal descriptions for the parcels of Owned Property contained in the deeds thereof describe such parcels fully and adequately, and the Owned Properties are not located within any flood plain (such that a mortgagee would require a mortgagor to obtain flood insurance) for which any permits or licenses necessary to the use thereof have not been obtained; (iv) there are no outstanding options or rights of first refusal to purchase the parcels of Owned Property, or any portion thereof or interest therein; and (v) there are no parties (other than Red Cannxx xxx its subsidiaries) in possession of the Company Leased Premises. True, correct, and complete copies parcels of all Real Owned Property Leases, and, except pursuant to written leases entered into by Red Cannxx xx a subsidiary thereof with respect to thereto in the Company Owned Properties, true, correct, and complete copies of all deeds, title insurance policies, and surveys have been delivered or otherwise made available to Parent by the Companycapacity as landlord.

Real Estate. (a) Section 4.15 3.20 of the Company Disclosure Schedule sets forth a true, correct, and complete list lists each parcel of all of the real property estate owned or leased by the Company or its Subsidiaries including owner of record and its Subsidiariesstreet address (“Owned Real Estate”). Except for Permitted Encumbrances or as set forth in Section 3.20 of the Disclosure Schedule, and all of their patented and unpatented mining claims. The the Company or one or more of its Subsidiaries applicable Subsidiary has good and marketable fee simple title to all of its owned real property disclosed in Section 4.15 of Owned Real Estate, including the Company Disclosure Schedule (the “Company Owned Properties”)buildings, structures, fixtures 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 Premises,” and together with the Company Owned Properties, the “Company Properties”)improvements situated thereon, in each case case, as of Closing, free and clear of all Liens other than Permitted LiensEncumbrances. Neither Except as disclosed in Section 3.20 of the Disclosure Schedule, neither the Company nor any of its Subsidiaries (i) currently lease all Affiliates has received any written notice from any Governmental Authority of any material violation of any zoning, building, fire or any part health code in respect of the Company Owned Properties or (ii) Real Estate, other than any such violation that has received written notice of any pendingbeen corrected, and to the Knowledge of the Company there is no threatenedthe Merger will not cause any violation of any certificates of occupancy, condemnation proceeding with respect to any licenses, permits or Laws. Except for Permitted Encumbrances or as set forth in Section 3.20 of the Company Owned Properties. With respect to the Company Leased PremisesDisclosure Schedule, (a) all leases under which the Company or 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 none of the Company or one of its Subsidiaries and has leased, licensed or otherwise granted to any Person the counterparties theretoright to use, possess or occupy the Owned Real Estate or any portion thereof. Except for matters identified in accordance with their respective termsclause (iv) of the definition of Permitted Encumbrances or as set forth in Section 3.20 of the Disclosure Schedule, (b) there is not any existing default by 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 under is or may become bound to sell, lease or dispose of, or grant any Encumbrance on, any of the Owned Real Property Leases that would give the lessor under such Real Property Lease the right to terminate such Real Property Lease Estate or amend any portion thereof. There is no condemnation, expiration or modify such Real Property Lease other proceeding in a manner adverse to the Companyeminent domain pending, and (c) neither the Company nor any of its Subsidiaries noror, to the Knowledge of the Company, threatened, affecting any third party, has violated any provision of, or committed or failed to perform any act which, with or without notice, lapse parcel of time or both would constitute a default under the provisions of, any Owned Real Property Lease. Neither the Company nor any of its Subsidiaries has assigned, pledged, mortgaged, hypothecated or otherwise transferred any Real Property Lease nor has the Company or any of its Subsidiaries entered into with any other Person (other than another wholly-owned Subsidiary of the Company) any sublease, license or other agreement that is material to the Company and its Subsidiaries, taken as a whole, and that relates to the use or occupancy of all Estate or any portion of the Company Leased Premises. Truethereof or interest therein except for such condemnation, 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 expiration or other proceedings as would not have been delivered or otherwise made available to Parent by the Companya Material Adverse Effect.

Real Estate. Section 4.15 The Company does not own any parcels of the Company Disclosure real property. Schedule 3.13 sets forth (a) a true, correct, and complete list of all leases, licenses or similar agreements ("Real Property Leases" ) copies of which have previously been furnished to Nations), (b) the lessor and lessee thereof and the date and term of each of such leases, (c) the legal description, if known, including street address, of each property covered thereby (the "Leased Premises"), and (d) a brief description (including size and function) of the real property owned principal improvements and buildings thereon. The Real Property Leases are in full force and effect and have not been amended, and no party thereto is in default or leased breach under any such Lease. No event has occurred which, with the passage of time or the giving of notice or both, would cause a breach of or default by the Company under any of such leases and its Subsidiaries, and all of their patented and unpatented mining claimsthere is no breach or anticipated breach by any other party to such leases. The Company or one or more of its Subsidiaries has good and marketable fee simple title With respect to all of its owned real property disclosed in Section 4.15 each of the Company Disclosure Schedule (the “Company Owned Properties”), and Leased Premises: the Company has valid leasehold interests or other rights of use and each of its Subsidiaries has a valid and subsisting leasehold estate occupancy in all of its leased real property disclosed in Section 4.15 of the Company Disclosure Schedule (the “Company Leased Premises,” and together with the Company Owned Properties, the “Company Properties”), in each case free and clear of all any Liens on such leasehold interests or other than Permitted Liens. Neither the Company nor any rights of its Subsidiaries (i) currently lease all use and occupancy, or any part covenants, easements or title defects known to or created by the Company, except as do not affect the occupancy or uses of such properties; the portions of the buildings located on the Leased Premises that are used in the business of the Company Owned Properties or are within the property setback and building lines of the respective property, are in good repair and condition, normal wear and tear excepted, and are in the aggregate sufficient to satisfy the Company' respective normal business activities as conducted thereat; each of the Leased Premises (iia) 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 and reasonably anticipated normal transportation requirements of the Company' respective business as presently conducted at such parcel; and (b) is served by all utilities in such quantity and quality as are sufficient to satisfy the current normal business activities as conducted at such parcel; and the Company has not received written notice of (a) any pending, and to the Knowledge of the Company there is no threatened, condemnation proceeding with respect to any portion of the Company Owned Properties. With respect to the Company Leased Premises, (a) all leases under which the Company or one of its Subsidiaries leases any Company Leased Premises (the “Real Property Leases”) are valid or any access thereto and in full force and effect and constitute binding obligations of the Company no such proceeding is contemplated by any Governmental Authority; 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 special assessment which may affect any of the Real Property Leases that would give the lessor under Leased Premises and no 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) neither the Company nor special assessment is contemplated by any of its Subsidiaries nor, to the Knowledge of the 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 Property Lease. Neither the Company nor any of its Subsidiaries has assigned, pledged, mortgaged, hypothecated or otherwise transferred any Real Property Lease nor has the Company or any of its Subsidiaries entered into with any other Person (other than another wholly-owned Subsidiary of the Company) any sublease, license or other agreement that is material to the Company and its Subsidiaries, taken as a whole, and that relates to the use or occupancy of all or any 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 otherwise made available to Parent by the CompanyGovernmental Authority.

Real Estate. Section 4.15 of the Company Disclosure Schedule sets forth a true(a) Heftel has good, correct, indefeasible and complete list of all of record title to the real property owned or leased by the Company located at 1432 and its Subsidiaries0000 Xxxxx Xxxxxx, Xxxxxxx, Xxx Xxxxxx, together with all buildings, improvements, fixtures and structures thereon and all of their patented rights and unpatented mining claims. The Company or one or more of its Subsidiaries has good and marketable appurtenances pertaining thereto (the "HEFTEL REAL PROPERTY"), in fee simple title to all of its owned real property disclosed in Section 4.15 of the Company Disclosure Schedule absolute (the “Company Owned Properties”as more particularly described on SCHEDULE 1.1(a)), and there are no outstanding liens or encumbrances with respect to the Company Heftel Real Property or any part thereof, except as set forth on SCHEDULE 4.4. Heftel has paid or will pay at Closing all taxes, charges and each assessments (special or otherwise) required to be paid to any taxing authority which could in any way now or hereafter constitute a lien against the Heftel Real Property or any part thereof (except for taxes and assessments for the current year). Heftel has not received any notice from any taxing authority or governmental agency asserting that it has failed to file or have improperly filed any tax return or report in respect of its Subsidiaries any taxes now owing by it (except current taxes and assessments not yet delinquent) which could in any way now or hereafter constitute a lien against the Heftel Real Property or any part thereof; and no action or proceeding is now pending by a governmental agency or authority for the assessment or collection of such taxes, charges or assessments against Heftel. There are now in full force and effect duly issued certificates of occupancy permitting the Heftel Real Property and improvements located thereon to be legally used and occupied as the same are now constituted. The Heftel Real Property has a valid and subsisting leasehold estate in all permanent rights of its leased real property disclosed in Section 4.15 of the Company Disclosure Schedule (the “Company Leased Premises,” and together with the Company Owned Propertiesaccess to dedicated public highways. Except as set forth on SCHEDULE 4.4, the “Company Properties”), in each case free and clear of all Liens other than Permitted Liens. Neither the Company nor any of its Subsidiaries there is not (i) currently lease all any claim of adverse possession or any part of prescriptive rights which may materially and adversely affect the Company Owned Properties or Heftel Real Property, (ii) has received written notice any structure located on the Heftel Real Property that materially encroaches on or over the boundaries of neighboring or adjacent properties; or (iii) any structure of any pendingother party which materially encroaches on or over the boundaries of the Heftel Real Property. To the knowledge of Heftel, the Heftel Real Property is not located in a flood plain, flood hazard area, wetland or lakeshore erosion area within the meaning of any law. No public improvements have been commenced relating to the Heftel Real Property, and to the Knowledge knowledge of Heftel, none are planned which in either case may result in special assessments against or otherwise materially and adversely affect the Heftel Real Property. To the knowledge of Heftel, no portion of the Company Heftel Real Property has been used as a landfill or for storage or landfill of Hazardous Materials. To the knowledge of Heftel, except as disclosed on SCHEDULE 4.5, there is no threatened, condemnation proceeding with respect to are not any of underground storage tanks that are currently located on or that have been removed from the Company Owned PropertiesHeftel Real Property. With respect to the Company Leased Premises, (a) all leases under other real estate on which the Company or 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 operations of the Company or one of its Subsidiaries Heftel Station are conducted and the counterparties theretobuildings, in accordance structures and improvements situated thereon (such real estate, together with their respective termsthe Heftel Real Property, (b) there is not any existing default by being collectively referred to herein as the Company or any "HEFTEL REAL ESTATE"). Heftel has a valid, binding and enforceable leasehold interest, free and clear of its Subsidiaries 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) neither the Company nor any of its Subsidiaries nor, to the Knowledge of the 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 Property Lease. Neither the Company nor any of its Subsidiaries has assigned, pledged, mortgaged, hypothecated or otherwise transferred any Real Property Lease nor has the Company or any of its Subsidiaries entered into with any other Person liens (other than another wholly-owned Subsidiary Heftel Permitted Liens), claims, encumbrances, subleases or other restrictions. A true, complete and correct copy of the Company) any sublease, license or other agreement that is material leases evidencing such interests has been furnished to the Company and its Subsidiaries, taken as a whole, and that relates to the use or occupancy of all or any 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 otherwise made available to Parent by the CompanyHeftel.

Real Estate. Section 4.15 Schedule 3.13(a) (i) contains the legal description of, any real property or any leasehold or other interest therein (including without limitation any option or other right or obligation to purchase any real property or any interest therein) owned by the Acquired Entity as of the date hereof (the "Company Disclosure Schedule sets forth a true, correct, Owned Properties"); and complete list of (ii) lists all real property (or any interest therein) owned by the Acquired Entity within the past five years that is not owned by the Acquired Entity as of the real property owned date of this Agreement. With respect to each such parcel of Company Owned Properties: (i) the Acquired Entity or leased by the Company and its Subsidiaries, and all of Brassie or their patented and unpatented mining claims. The Company assignee has or one or more of its Subsidiaries has will have at Closing good and marketable fee simple title title, free and clear of any covenants, conditions, easements and exceptions other than the permitted exceptions and of any Lien other than liens for real estate taxes not yet due and payable, (ii) there are no pending or, to all of its owned real property disclosed in Section 4.15 the knowledge of the Company Disclosure Schedule (Acquired Entity or the “Sellers, threatened condemnation proceeding, suits or administrative actions relating to the Company Owned Properties”Properties or other matters affecting adversely the current use, occupancy or value thereof; (iii) the legal descriptions for the Company Owned Properties contained in the deeds thereof describe such parcels fully and adequately; (iv) the buildings and improvements, if any, are located within the boundary lines of the described parcels of land and are not in violation of applicable setback requirements, local comprehensive plan provisions, zoning laws and ordinances (and none of the properties or buildings or improvements thereon are subject to "permitted nonconforming use" or "permitted non-conforming structure" classifications), applicable building code requirements, permits, licenses or other forms of approval, regulation or restrictions by any Governmental Authority, and do not encroach on any easement which may burden the land; the land does not serve any adjoining property for any purpose inconsistent with the use of the land; and the Company Owned Properties are not located within any flood plain or subject to any similar type restriction for which any permits or licenses necessary to the use thereof have not been obtained; (v) all facilities, if any, have received all approvals of Governmental Authorities (including licenses and each permits) required in connection with the ownership or operation thereof and have been operated and maintained in accordance with applicable laws, ordinances, rules and regulations; (vi) there are no Contracts granting to any party or parties the right of its Subsidiaries has a valid and subsisting leasehold estate in all use or occupancy of its leased real property disclosed in Section 4.15 any portion of the Company Disclosure Schedule (the “Company Leased Premises,” and together with the Company Owned Properties, the “Company Properties”), in each case free and clear of all Liens there are no parties (other than Permitted Liens. Neither the Acquired Entity) in possession of any of the Company nor Owned Properties; (vii) there are no outstanding options or rights of first refusal or similar rights to purchase any of its Subsidiaries (i) currently lease all or any part of the Company Owned Properties or any portion thereof or interest therein; (iiviii) has received written notice all facilities, if any, located on the Company Owned Properties are supplied with utilities and other services necessary for their operation, all of any pendingwhich services are adequate in accordance with all applicable laws, ordinances, rules and regulations, and to the Knowledge of the Company there is no threatenedare provided via public roads or via permanent, condemnation proceeding with respect to any of irrevocable, appurtenant easements benefiting the Company Owned Properties. With respect ; (ix) the Owned Properties abut on and have adequate direct vehicular access to the Company Leased Premises, (a) all leases under which the Company or one of its Subsidiaries leases any Company Leased Premises (the “Real Property Leases”) are valid a public road 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 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) neither the Company nor any of its Subsidiaries norno pending or, to the Knowledge knowledge of the CompanyAcquired Entity or the Sellers, any third partythreatened termination of such access; and (x) all improvements, 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 buildings and systems on the provisions of, any Real Property Lease. Neither the Company nor any of its Subsidiaries has assigned, pledged, mortgaged, hypothecated or otherwise transferred any Real Property Lease nor has the Company or any of its Subsidiaries entered into with any other Person (other than another wholly-owned Subsidiary of the Company) any sublease, license or other agreement that is material to the Company and its Subsidiaries, taken as a whole, and that relates to the use or occupancy of all or any 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 otherwise made available to Parent by the CompanyProperties are suitable for their current use.

Real Estate. Section 4.15 of the Company Disclosure Schedule sets forth a true, correct, and complete 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 Premises,” 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 of its Subsidiaries (ia) currently lease all or any No part of the Company Owned Properties Real Estate has been condemned, taken ----------- or (ii) expropriated by any federal, provincial, municipal or any other competent authority and no alteration, repair, improvement or other work has received written notice been ordered or directed to be done or performed to or in respect of such property by any pendingprovincial, and to the Knowledge of the Company there is no threatenedstate, condemnation proceeding with respect to municipal or any of the Company Owned Properties. With respect to the Company Leased Premises, (a) all leases under which the Company or 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, other competent authority; (b) there are no Liens, easements, encroachments, rights of way, work orders, licences, concession agreements, leases or tenancies affecting the Real Estate save and except for Permitted Liens; (c) there is not any existing default by nothing owing in respect of the Company or Real Estate including any of its Subsidiaries under leasehold property (to the extent either Borrower is or may be liable for same) to any municipality or to any corporation or commission owning or operating a public utility for water, gas, electrical power or energy, steam or hot water or for the use thereof or for the fittings, machines, apparatus, meters or other things leased in respect thereof or for any work or service performed for any such corporation or commission in connection with such public utilities, except current charges and Permitted Liens; (d) neither Borrower retains any interest, beneficially or otherwise in any land abutting the Real Estate either by way of fee or equity of redemption in, or a power or right to grant or exercise a power of appointment with respect to, any such land abutting the Real Estate; (e) the buildings on the Real Estate are located entirely within the limits of such Real Estate and all present uses in respect of the Real Property Leases that Estate may lawfully be continued and all permitted uses are satisfactory for each Borrower's current and intended purposes; (f) there are no unsatisfied judgments against either Borrower and there are no writs of execution which, in either case, would give effect the lessor under such Real Property Lease Estate, including any of their interests in any leasehold property; (g) all immoveable and real property taxes including local improvement rates, have been paid prior to being in default to date in respect of the right to terminate such Real Property Lease Estate; (h) all accounts for work and service performed and materials placed or amend furnished upon or modify such in respect of the Real Property Lease in a manner adverse to the Company, and (c) neither the Company nor Estate including any of its Subsidiaries norleasehold property, including any claims by any municipal, provincial or other competent authority, have been fully paid and no one is entitled to claim a lien under the Knowledge Construction Lien Act of Ontario (or any similar law or legislation of any jurisdiction) against such Real Estate or any part thereof; (i) the Security Interest is not being granted with the intention of securing the financing of any alteration, addition or repair to, or any construction, erection, demolition or installation on or in respect of the 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 Property Lease. Neither the Company nor any of its Subsidiaries has assigned, pledged, mortgaged, hypothecated or otherwise transferred any Real Property Lease nor has the Company Estate or any structure thereon, nor is it being taken to repay any mortgage the proceeds of its Subsidiaries entered into with which were so used; and (j) no Inventory is located at any other Person (other than another wholly-owned Subsidiary of the Company) any sublease, license or other agreement that is material to the Company leased Premises except as indicated in EXHIBIT D and its Subsidiaries, taken as a whole, and that relates to the use or occupancy of all or any 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 otherwise made available to Parent by the Companyat locations permitted under Section 6.3.

Real Estate. Section 4.15 of the Company Disclosure Borrower does not own any Real Property. Schedule 8.27 attached hereto and by this reference made a part hereof sets forth a true, correct, and complete list of all of the real property owned or Real Property leased by the Company Borrower, together with, in the case of leased property, the name and its Subsidiaries, and all mailing address of their patented and unpatented mining claimsthe lessor of such property. The Company or one or more of its Subsidiaries Borrower has (a) 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 or valid and subsisting leasehold estate interests in all of its leased Real Property and (b) good and marketable title to all of its other property (including without limitation, all real and other property disclosed in Section 4.15 of the Company Disclosure Schedule (the “Company Leased Premises,” and together with the Company Owned Properties, the “Company Properties”), in each case free as reflected in the financial statements delivered to the Agent hereunder), and clear of all in each case subject to no Liens other than Permitted LiensLiens permitted hereunder. Neither the Company nor any The Borrower enjoys peaceful and undisturbed possession of all its Subsidiaries (i) currently lease all or any part of the Company Owned Properties or (ii) has received written notice of any pending, Real Property and to the Knowledge of the Company there is no threatenedpending or, to the best of its knowledge, threatened condemnation proceeding with respect relating to any such Real Property. None of the Company Owned Properties. With respect to leases evidencing any leasehold interests of the Company Leased Premises, (a) all leases under which the Company or one of its Subsidiaries leases any Company Leased Premises Borrower (the “Real Property "Leases”") are valid and in full force and contains provisions which have or could reasonably be expected to have a material adverse effect and constitute binding obligations of on the Company Agent or one of its Subsidiaries and the counterparties thereto, in accordance with their respective terms, (b) there is not any existing Collateral. No default by the Company or any of its Subsidiaries exists under any Lease. All of the Real Property Leases that would give owned, leased or used by the lessor under such Real Property Lease Borrower in the right conduct of the Business is (i) insured to terminate such Real Property Lease or amend or modify such Real Property Lease the extent and in a manner customary in the industry in which the Borrower is engaged, (ii) structurally sound with no known defects which have or could reasonably be expected to have a material adverse effect on the Agent or its Collateral, (iii) in good operating condition and repair, subject to ordinary wear and tear, (iv) not in need of maintenance or repair except for ordinary, routine maintenance and repair the Companycost of which is immaterial, (v) sufficient for the operation of the Business as currently conducted and (cvi) neither in conformity with all applicable laws, ordinances, orders, regulations and other requirements (including applicable zoning, environmental, motor vehicle safety, occupational safety and health laws and regulations) relating thereto, except where the Company nor any of its Subsidiaries nor, failure to the Knowledge of the Company, any third party, has violated any provision of, or committed or failed conform could not reasonably be expected to perform any act which, with or without notice, lapse of time or both would constitute have a default under the provisions of, any Real Property Lease. Neither the Company nor any of its Subsidiaries has assigned, pledged, mortgaged, hypothecated or otherwise transferred any Real Property Lease nor has the Company or any of its Subsidiaries entered into with any other Person (other than another wholly-owned Subsidiary of the Company) any sublease, license or other agreement that is material to the Company and its Subsidiaries, taken as a whole, and that relates to the use or occupancy of all or any 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 otherwise made available to Parent by the Companyadverse effect.

Real Estate. Section 4.15 (a) Schedule 3.14(a)(1) contains the legal description and street address of any real property or any interest therein (including without limitation any option or other right or obligation to purchase any real property or any interest therein) owned by the Companies as of the Company Disclosure Schedule sets forth a true, correct, and complete 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 date hereof (the “"Company Owned Properties”"), . Schedule 3.14(a)(2) contains a list of the locations of any real property (or any interest therein) owned by the Companies and disposed of in any manner on or prior to the date hereof (the "Previously Owned Properties"). Schedule 3.14(a)(3) contains the legal descriptions and the Company and each street addresses of its Subsidiaries has a valid and subsisting leasehold estate in all of its leased any real property disclosed in Section 4.15 (or any interest therein) owned by the Shareholder or any of the Company Disclosure Schedule his Affiliates (the “Company Leased Premises"Shareholder Owned Properties,” " and together with the Company Owned Properties, the “Company "Owned Properties”"), which will be conveyed, as additional contributions of capital, to one of the Companies prior to the Effective Time. With respect to each such parcel of Owned Properties, except as set forth on Schedule 3.14(a)(4): (i) one of the Companies has (and in each the case of Shareholder Owned Properties, will as of the Effective Time have) good and marketable title, free and clear of all Liens any covenants, conditions, easements and exceptions other than the Permitted Liens. Neither Exceptions (as defined in Section 5.14), and of any Lien other than liens for real estate taxes not yet due and payable, (ii) there are no pending or threatened condemnation proceedings, suits or administrative actions relating to the Company nor any of its Subsidiaries (i) currently lease all or any part of the Company Owned Properties or other matters affecting adversely the current use, occupancy or value thereof; (iiiii) has received written notice of any pending, the legal descriptions for the Owned Properties contained in the deeds thereof describe such parcels fully and to adequately; (iv) the Knowledge buildings and improvements are located within the boundary lines of the Company there is no threateneddescribed parcels of land, condemnation proceeding with respect to any are not in violation of applicable setback requirements, local comprehensive plan provisions, zoning laws and ordinances (and none of the Company Owned Properties. With respect to the Company Leased Premises, (a) all leases under which the Company or 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 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) neither the Company nor any of its Subsidiaries nor, to the Knowledge of the 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 Property Lease. Neither the Company nor any of its Subsidiaries has assigned, pledged, mortgaged, hypothecated or otherwise transferred any Real Property Lease nor has the Company or any of its Subsidiaries entered into with any other Person (other than another wholly-owned Subsidiary of the Company) any sublease, license or other agreement that is material to the Company and its Subsidiaries, taken as a whole, and that relates to the use or occupancy of all or any 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 otherwise made available to Parent by the Company.properties

Real Estate. Section 4.15 (a) Schedule 3.14 contains the street addresses of, and indicates the owner(s) of, any real property or any leasehold or other interest therein (including without limitation any option or other right or obligation to purchase any real property or any interest therein) owned by any of the Company Disclosure Schedule sets forth a true, correct, and complete list of all Acquired Entities as 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 date hereof (the “"Company Owned Properties”"), . There has been no real property (or any interest therein) owned by any of the Acquired Entities within the past five years that is not owned as of the date of this Agreement. Schedule 3.14 contains the legal descriptions and the Company and each street addresses of its Subsidiaries has a valid and subsisting leasehold estate in all of its leased any real property disclosed in Section 4.15 (or any interest therein) which was owned by any of the Company Disclosure Schedule Principals or any of their Affiliates (the “Company Leased Premises'Principal Owned Properties,” " and together with the Company Owned Properties, the “Company "Owned Properties”"), and used in any Acquired Entity's business which has been conveyed, as additional contributions of capital or otherwise conveyed, to any Acquired Entity. With respect to each case such parcel of Owned Properties: (i) the Acquired Entity that owns such parcel as indicated in the Schedules to this Section 3.14 has good and marketable title, free and clear of all Liens any covenants, conditions, easements and exceptions other than the Permitted Liens. Neither Exceptions (as defined in Section 5.15), and of any Lien other than liens for real estate taxes not yet due and payable, (ii) there are no pending or threatened condemnation proceedings, suits or administrative actions relating to the Company nor any of its Subsidiaries (i) currently lease all or any part of the Company Owned Properties or other matters affecting adversely the current use, occupancy or value thereof; (iiiii) has received written notice the legal descriptions for the Owned Properties contained in the deeds thereof describe such parcels fully and adequately; (iv) the buildings and improvements are located within the boundary lines of the described parcels of land and are not in violation of applicable setback requirements, local comprehensive plan provisions zoning laws and ordinances (and none of the properties or buildings or improvements thereon are subject to "permitted non-conforming use" or "permitted non-conforming structure" classifications), building code requirements, permits, licenses or other forms of approval, regulation or restrictions by any pendingGovernmental Authority, and to do not encroach on any easement which may burden the Knowledge land; the land does not serve any adjoining property for any purpose inconsistent with the use of the Company there is no threatened, condemnation proceeding with respect land; and the Owned Properties are not located within any flood plain or subject to any of the Company Owned Properties. With respect to the Company Leased Premises, (a) all leases under similar type restriction for which the Company any permits or 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 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) neither the Company nor any of its Subsidiaries nor, to the Knowledge of the 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 Property Lease. Neither the Company nor any of its Subsidiaries has assigned, pledged, mortgaged, hypothecated or otherwise transferred any Real Property Lease nor has the Company or any of its Subsidiaries entered into with any other Person (other than another wholly-owned Subsidiary of the Company) any sublease, license or other agreement that is material to the Company and its Subsidiaries, taken as a whole, and that relates licenses necessary to the use or occupancy of thereof have not been obtained; (v) all or any 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 otherwise made available to Parent by the Company.facilities

Real Estate. Section 4.15 To the best of any Borrower's or the Company Disclosure Schedule sets forth a true, correct, and complete 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 Guarantor's ----------- current actual knowledge: (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 Premises,” 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 of its Subsidiaries (ia) currently lease all or any No part of the Company Owned Properties Real Estate has been condemned, taken or (ii) expropriated by any federal, state, provincial, municipal or any other competent authority and no alteration, repair, improvement or other work has received written notice been ordered or directed to be done or performed to or in respect of such property by any pendingfederal, and to the Knowledge of the Company there is no threatenedprovincial, condemnation proceeding with respect to state, municipal or any of the Company Owned Properties. With respect to the Company Leased Premises, (a) all leases under which the Company or 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, other competent authority; (b) there are no Liens, easements, encroachments, rights of way, work orders, licences, concession agreements, leases or tenancies affecting the Real Estate save and except for Permitted Liens; (c) there is not any existing default by nothing owing in respect of the Company or Real Estate including any of its Subsidiaries under leasehold property (to the extent any Borrower or the Guarantor is or may be liable for same) to any municipality or to any corporation or commission owning or operating a public utility for water, gas, electrical power or energy, steam or hot water or for the use thereof or for the fittings, machines, apparatus, meters or other things leased in respect thereof or for any work or service performed for any such corporation or commission in connection with such public utilities, except current charges and Permitted Liens; (d) none of the Borrowers or the Guarantor retains any interest, beneficially or otherwise in any land abutting the Real Estate, by way of fee or equity of redemption in, or a power or right to grant or exercise a power of appointment with respect to, any such land abutting the Real Estate; (e) the buildings on the Real Estate are located entirely within the limits of such Real Estate and all present uses in respect of the Real Property Leases that Estate may lawfully be continued and all permitted uses are satisfactory for each Borrower's and the Guarantor's current and intended purposes; (f) there are no unsatisfied judgments against any Borrower or the Guarantor and there are no writs of execution which, in any case, would give affect the lessor under such Real Property Lease Estate, including any of their interests in any leasehold property; (g) all immoveable and real property taxes including local improvement rates, have been paid prior to being in default to date in respect of the right to terminate such Real Property Lease Estate; (h) all accounts for work and service performed and materials placed or amend furnished upon or modify such in respect of the Real Property Lease in a manner adverse to the Company, and (c) neither the Company nor Estate including any of its Subsidiaries norleasehold property, including any claims by any municipal, provincial, state, federal, or other competent authority, have been fully paid and no one is entitled to claim a lien under the Knowledge Construction Lien ----------------- Act of Ontario (or any similar law or legislation of any jurisdiction) against --- such Real Estate or any part thereof; (i) the Security Interest is not being granted with the intention of securing the financing of any alteration, addition or repair to, or any construction, erection, demolition or installation on or in respect of the 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 Property Lease. Neither the Company nor any of its Subsidiaries has assigned, pledged, mortgaged, hypothecated or otherwise transferred any Real Property Lease nor has the Company Estate or any structure thereon, nor is it being taken to repay any mortgage the proceeds of its Subsidiaries entered into with which were so used; and (j) no Inventory is located at any other Person (other than another wholly-owned Subsidiary of leased Premises except as indicated in Exhibit D and at locations permitted under Section 6.3. As at the Company) any subleaseClosing Date, license no Real Estate or other agreement that is material to the Company and its Subsidiaries, taken as a wholePremises, and that relates to no other location of Collateral, is designated a "flood prone" or "flood risk" area, as defined in the use or occupancy Flood Disaster Protection Act of all or any portion of the Company Leased Premises1973. 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 otherwise made available to Parent by the Company.-----------------------------

Real Estate. Section 4.15 The Company will not own any parcels of real property on the Company Disclosure Schedule Closing Date other than as set forth on SCHEDULE 1.2(iii). SCHEDULE 5.12 sets forth a true, correct, and complete list of all leases, licenses or similar agreements for the use or occupancy of the real property owned or leased by to which the Company and its Subsidiaries, and all is a party ("Real Property Leases") copies of their patented and unpatented mining claims. The Company or one or more of its Subsidiaries has good and marketable fee simple title which have previously been furnished 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 Premises,” and together with the Company Owned Properties, the “Company Properties”)Nations, in each case setting forth: (a) the lessor and lessee thereof and the date and term of each of such leases, (b) the legal description, if known, including street address, of each property covered thereby (the "Leased Premises"), and (c) a brief description (including size and function) of the principal improvements and buildings thereon. The Real Property Leases are in full force and effect and have not been amended, and no party thereto is in default or breach under any such Lease. No event has occurred which, with the passage of time or the giving of notice or both, would cause a breach of or default by the Company under any of such leases and there is no breach or anticipated breach by any other party to such leases. With respect to each of the Leased Premises: (i) the Company has valid leasehold interests or other rights of use and occupancy in the Leased Premises, free and clear of all any Liens on such leasehold interests or other than Permitted Liens. Neither the Company nor any rights of its Subsidiaries (i) currently lease all use and occupancy, or any part covenants, easements or title defects known to or created by the Company, except as do not affect the occupancy or uses of such properties; (ii) the portions of the buildings located on the Leased Premises that are used in the business of the Company Owned Properties or are within the property setback and building lines of the respective property, are in good repair and condition, normal wear and tear excepted, and are in the aggregate sufficient to satisfy the Company's respective normal business activities as conducted thereat; (iiiii) each of the Leased Premises (a) 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 and reasonably anticipated normal transportation requirements of the Company' respective business as presently conducted at such parcel; and (b) is served by all utilities in such quantity and quality as are sufficient to satisfy the current normal business activities as conducted at such parcel; and (iv) the Company has not received written notice of (a) any pending, and to the Knowledge of the Company there is no threatened, condemnation proceeding with respect to any portion of the Company Owned Properties. With respect to the Company Leased Premises, (a) all leases under which the Company or one of its Subsidiaries leases any Company Leased Premises (the “Real Property Leases”) are valid or any access thereto and in full force and effect and constitute binding obligations of the Company no such proceeding is contemplated by any Governmental Authority; 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 special assessment which may affect any of the Real Property Leases that would give the lessor under Leased Premises and no 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) neither the Company nor special assessment is contemplated by any of its Subsidiaries nor, to the Knowledge of the 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 Property Lease. Neither the Company nor any of its Subsidiaries has assigned, pledged, mortgaged, hypothecated or otherwise transferred any Real Property Lease nor has the Company or any of its Subsidiaries entered into with any other Person (other than another wholly-owned Subsidiary of the Company) any sublease, license or other agreement that is material to the Company and its Subsidiaries, taken as a whole, and that relates to the use or occupancy of all or any 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 otherwise made available to Parent by the CompanyGovernmental Authority.

Real Estate. Section 4.15 The leases with Xxxxx Equity, Inc. ("Landlord") for ----------- office suites 202 and 219 at 0000 Xxxx Xxxxxxxxxx Xxxx, xx Xxxxxxxxxx, XX, as referenced in Schedule 3.16 hereto, are the only leases, licenses or other agreements relating to the use and occupancy of real property (the "Leases") to which the Company is a party, or to which the Purchaser shall otherwise be subject as purchaser of the Company Disclosure Business. All of the lease agreements, addenda, amendments (including, without limitation, letter agreements) and other agreements comprising a part of the Leases are identified in Schedule sets forth a 3.16, and Seller has heretofore delivered to Purchaser true, correctcorrect and complete copies of each of the Leases. Other than as set forth in Schedule 3.16, neither of the Leases has been amended as of this date. The Company is in full possession of the entire premises demised under the Leases, and complete list no portion of all of the real property owned such premises have been subleased, licensed or leased underlet by the Company in any manner. The actual security deposit heretofore paid and its Subsidiariesthe actual rents (basic and additional) currently paid by Purchaser under each of the Leases is as reflected on Schedule 3.16, and all as of their patented this date, rent has been paid through December 31, 1999, with he parties agreeing to apportion the Company's rental obligations at Closing as of 5:00 p.m. that day. To Seller's Knowledge, neither the Landlord, nor its agent, have declared the Company to be in default of its obligations under either of the Leases, and unpatented mining claimsno other default exists thereunder by either party hereto, nor does there exist any fact or circumstance which, with the passage of time or the delivery of notice, or both, might ripen into a default or an event of default under either of the Leases. Without limitation of the foregoing, the Company is neither owed by the Landlord nor owes the Landlord any sum of money, construction obligation or services not heretofore paid or performed. The Company or one or more has not been notified of any election by its Subsidiaries has good and marketable fee simple title Landlord purporting to all of its owned real property disclosed in Section 4.15 of elect to relocate the Company Disclosure Schedule (the “Company Owned Properties”)to other premises, and the Company and each of has not heretofore exercised any option to expand 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 Premises,” 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 of its Subsidiaries (i) currently lease all premises or any part of the Company Owned Properties or (ii) has received written notice of any pending, and to the Knowledge of the Company there is no threatened, condemnation proceeding with respect to any of the Company Owned Properties. With respect to the Company Leased Premises, (a) all leases under which the Company or 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 accept additional premises made available by the Company or any of its Subsidiaries 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) neither the Company nor any of its Subsidiaries nor, to the Knowledge of the 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 Property Lease. Neither the Company nor any of its Subsidiaries has assigned, pledged, mortgaged, hypothecated or otherwise transferred any Real Property Lease nor has the Company or any of its Subsidiaries entered into with any other Person (other than another wholly-owned Subsidiary of the Company) any sublease, license or other agreement that is material to the Company and its Subsidiaries, taken as a whole, and that relates to the use or occupancy of all or any 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 otherwise made available to Parent by the CompanyLandlord.

Real Estate. Neither the Company nor any of its Subsidiaries owns, or has ever owned, any real property. Section 4.15 3.20 of the Company Disclosure Schedule sets forth a true, correct, correct and complete list as of the date hereof of all of the real property owned or leased by properties with respect to which 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 Premises,” 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 of its Subsidiaries directly or indirectly holds a valid leasehold interest (iincluding any subleases, licenses or sublicenses) currently lease all as well as any other real estate that is in the possession of or any part of the Company Owned Properties leased, subleased or (ii) has received written notice of any pending, and to the Knowledge of the Company there is no threatened, condemnation proceeding with respect to any of the Company Owned Properties. With respect to the Company Leased Premises, (a) all leases under which the Company or 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 licensed by the Company or any of its Subsidiaries under any (the “Company Leased Real Property”), and a true, correct and complete list of all of the Company Leased Real Property Leases that would give under which any such real property is leased, subleased, licensed or otherwise possessed (the lessor under such “Company Real Property Lease the right to terminate such Real Property Lease or amend or modify such Real Property Lease Estate Leases”), each of which is in a manner adverse to the Companyfull force and effect, and (c) neither with no existing material default by the Company nor any of its Subsidiaries nor, to the Knowledge of the Company, any third party, has violated any provision of, thereunder (or committed or failed to perform any act which, with notice or without noticethe passage of time, lapse of time or both would constitute both, could result in a material default under the provisions ofCompany Real Estate Leases). The Company’s or its applicable Subsidiary’s use, any occupancy and operation of each such Company Leased Real Property Leaseconforms 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, pledgedtransferred, mortgaged, hypothecated subleased or otherwise transferred pledged (directly or indirectly) any interest in any of the Company Real Estate Leases. In addition, each of the Company and its applicable Subsidiary has a valid leasehold interest in (or a valid right to use and occupy) the Company Leased Real Property, free and clear of all Liens other than Permitted Liens. To the Company’s Knowledge, neither the whole nor any part of the Company Leased Real Property Lease nor has is subject to any pending 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 or and its Subsidiaries as currently conducted. Neither the Company nor any of its Subsidiaries entered into with has ever leased or operated at any other Person (real property other than another wholly-owned Subsidiary the Company Leased Real Property. All structures and buildings on the Company Leased Real Property are adequately maintained and are in good operating condition and repair for the requirements of the Company) any sublease, license or other agreement that is material to business of the Company and its SubsidiariesSubsidiaries as currently conducted. To the Company’s Knowledge, taken as a whole, and that relates to the use there is no pending or occupancy contemplated special assessment or reassessment of all or any portion of parcel included in the Company Leased Premises. True, correct, and complete copies of all Real Property Leasesthat would result in a material increase in the rent, and, with respect to additional rent or other sums and charges payable by the Company Owned Properties, true, correct, and complete copies of all deeds, title insurance policies, and surveys have been delivered or otherwise made available to Parent by the Companyits Subsidiaries.

Real Estate. Section 4.15 Schedule 3.20 of the Company Disclosure Schedule Schedules sets forth each parcel of real property leased by Sellers and used in or necessary for the conduct of the Business as currently conducted (together with all rights, title and interest of Seller in and to leasehold improvements relating thereto, including, but not limited to, security deposits, reserves or prepaid rents paid in connection therewith, collectively, the “Leased Real Property”), and a true, correct, true and complete list of all of the real property owned leases, subleases, licenses, concessions and other agreements (whether written 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”oral), including all amendments, extensions renewals, guaranties 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 other agreements with respect thereto, pursuant to which Sellers hold any Leased Real Property (the “Company Leased Premises,” and together with the Company Owned Propertiescollectively, the “Company PropertiesReal Estate Leases”), in each case free and clear of all Liens other than Permitted Liens. Neither the Company nor any of its Subsidiaries (i) currently lease all or any part of the Company Owned Properties or (ii) has received written notice of any pending, and Sellers have delivered to the Knowledge Purchaser a true and complete copy of the Company there is no threatened, condemnation proceeding with respect to any of the Company Owned Propertieseach Lease. With respect to the Company Leased Premiseseach Lease: (i) such Lease is valid, (a) all leases under which the Company or one of its Subsidiaries leases any Company Leased Premises (the “Real Property Leases”) are valid binding, enforceable and in full force and effect effect, and constitute binding obligations the Sellers enjoy peaceful and undisturbed possession of the Company Leased Real Property; (ii) Sellers are not in breach or one default under any such Lease, and no event has occurred or circumstance exists which, with the delivery of its Subsidiaries notice, passage of time or both, would constitute such a breach or default, and the counterparties theretoSellers have paid all rent due and payable under such Lease; (iii) Sellers have not received nor given any notice of any default or event that with notice or lapse of time, in accordance with their respective termsor both, (b) there is not any existing would constitute a default by the Company or any of its Subsidiaries Sellers 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) neither the Company nor any of its Subsidiaries norand, to the Knowledge of Sellers, no other party is in default thereof, and no party to any Lease has exercised any termination rights with respect thereto; (iv) Sellers have not subleased, assigned or otherwise granted to any person the Company, any third party, has violated any provision of, right to use 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 occupy such Leased Real Property Lease. Neither the Company nor any of its Subsidiaries has assigned, pledged, mortgaged, hypothecated or otherwise transferred any Real Property Lease nor has the Company or any of its Subsidiaries entered into with any other Person (other than another wholly-owned Subsidiary of the Company) any sublease, license or other agreement that is material to the Company and its Subsidiaries, taken as a whole, and that relates to the use or occupancy of all or any portion of the Company Leased Premises. Truethereof; and (v) except as noted in Schedule 3.20, correctSellers have not pledged, 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 mortgaged or otherwise made available to Parent by the Companygranted an Encumbrance on its leasehold interest in any Leased Real Property.

Real Estate. Section 4.15 None of the Company Companies owns any real property. Section 3(c)(xix) of the Disclosure Schedule sets forth contains a true, correct, and complete list of all of the real property owned leased or leased subleased by the Company (individually “Leased Real Property” and its Subsidiariescollectively, and all of their patented and unpatented mining claimsthe “Leased Realty”). The Company or one or more has a valid leasehold interest in each Leased Real Property. The Company has previously delivered to Buyer correct and complete copies of its Subsidiaries has good (or, in the case of non-written arrangements, accurately and marketable fee simple title to all of its owned real property disclosed in Section 4.15 completely described) each of the Company Disclosure Schedule leases (including all amendments, extensions, renewals, guaranties and other agreements with respect thereto) for the Leased Realty (the “Company Owned PropertiesRealty Leases”), 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 Premises,” 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 of its Subsidiaries (i) currently lease all or any part of the Company Owned Properties or (ii) has received written notice of any pending, and to the Knowledge of the Company there is no threatened, condemnation proceeding with respect to any of the Company Owned Properties. With respect to each Realty Lease: (A) the Company Leased PremisesRealty Lease is legal, (a) all leases under which the Company or one of its Subsidiaries leases any Company Leased Premises (the “Real Property Leases”) are valid valid, binding, enforceable and in full force and effect (subject to the Bankruptcy and Equity Exception); (B) the Company nor, to the Company’s Knowledge, any other party to the Realty Lease is in material breach or default, and to the Company’s Knowledge no event has occurred which, with notice or lapse of time or both, would constitute binding obligations such a breach or default or permit termination, modification or acceleration under the Realty Lease; (C) the Realty Lease has not been modified, except to the extent that such modifications are disclosed by the documents delivered to Buyer; (D) the Company is exclusively entitled to all rights and benefits as lessee under the Realty Lease and has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the Realty Lease; and (E) the terms and conditions of the Company Realty Lease will not be affected by, nor will the Realty Lease be in default as a result of, the completion of the transactions contemplated by this Agreement; provided, however, that the Parties acknowledge and agree that the landlord for the Convoy Property must approve the transfer of the Purchased Securities to Buyer prior to Closing. Neither the Company, nor any Seller has received any notice and or one has any knowledge of its Subsidiaries and (F) any special assessments affecting the counterparties theretoLeased Real Property or improvements thereon; (G) any tax deficiency, lien or assessment against the Leased Real Property or improvements thereon, in accordance each case, which has not been paid or the payment for which adequate provision has not been made; (H) any violations of Applicable Laws with their respective termsrespect to the Leased Real Property or improvements thereon; (I) any condemnations or imminent domain proceedings; (J) any pending zoning or subdivision changes that would affect the Leased Real Property or improvements thereon. No work has taken place on the Leased Realty in the last one hundred twenty (120) days that would create in any party a right to a lien against any of such properties, (b) there is not any existing default except for such work that has been fully paid for by the Company or any of its Subsidiaries 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, Sellers and (c) neither the Company nor any of its Subsidiaries nor, to the Knowledge of the 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 Property Lease. Neither the Company nor any of its Subsidiaries has assigned, pledged, mortgaged, hypothecated or otherwise transferred any Real Property Lease nor has for which the Company or any of its Subsidiaries entered into with any other Person (other than another wholly-owned Subsidiary of the Company) any sublease, license or other agreement that is material to the Company Sellers will obtain lien waivers and its Subsidiaries, taken as a whole, and that relates to the use or occupancy of all or any 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 otherwise made available to Parent affidavits if requested by the CompanyBuyer.

Real Estate. Section 4.15 None of the Company Disclosure Companies owns or has ever owned any parcels of real property.Schedule 3.11 sets forth a true, correct, and complete list of all leases, licenses or similar agreements for the use or occupancy of the real property owned or leased by to which the Company and its Subsidiaries, and all Companies are a party (“Real Property Leases”) copies of their patented and unpatented mining claims. The Company or one or more of its Subsidiaries has good and marketable fee simple title which have previously been furnished 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 Premises,” and together with the Company Owned Properties, the “Company Properties”)Buyer, in each case setting forth: (a) the lessor and lessee thereof and the date and term of each of such leases and (b) the street address of each property covered thereby (the “Leased Premises”). The Real Property Leases are in full force and effect and have not been amended, and none of the Companies nor, to the knowledge of the Sellers, any other party thereto, is in default or breach under any such Real Property Lease. No event has occurred which, with the passage of time or the giving of notice or both, would cause a breach of or default by any Company under any of such leases and, to the knowledge of the Sellers, there is no breach or anticipated breach by any other party to such leases. With respect to each of the Leased Premises: (i) the Companies, as applicable, have valid leasehold interests or other rights of use and occupancy in the Leased Premises, free and clear of all any Liens on such leasehold interests or other than Permitted Liens. Neither the Company nor any rights of its Subsidiaries (i) currently lease all use and occupancy, or any part covenants, easements or title defects known to or created by the Companies, except as do not materially adversely affect the occupancy or uses of the Company Owned Properties or such properties; (ii) the portions of the buildings located on the Leased Premises that are used in the business of the applicable Company are within the property setback and building lines of the respective property, are in good repair and condition, normal wear and tear excepted, and are in the aggregate sufficient to satisfy the applicable Company’s normal business activities as conducted thereat; (iii) each of the Leased Premises 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 and reasonably anticipated normal transportation requirements of the applicable Company’s business as presently conducted at such parcel; (iv) each of the Leased Premises is served by all utilities in such quantity and quality as are sufficient to satisfy the current normal business activities as conducted at such parcel; (v) none of the Companies has received written notice of any pending, and to the Knowledge of the Company there is no threatened, condemnation proceeding with respect to any portion of the Company Owned Properties. With respect Leased Premises or any access thereto and to the Company Leased Premises, (a) all leases under which the Company or 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 knowledge of the Company or one Sellers, no such proceeding is contemplated by any Governmental Authority; and (vi) none of its Subsidiaries and the counterparties thereto, in accordance with their respective terms, (b) there is not Companies has received notice of any existing default by the Company or any of its Subsidiaries under special assessment which may affect 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 Leased Premises and to the Company, and (c) neither the Company nor any of its Subsidiaries nor, to the Knowledge knowledge of the CompanySellers, no such special assessment is contemplated by 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 Property Lease. Neither the Company nor any of its Subsidiaries has assigned, pledged, mortgaged, hypothecated or otherwise transferred any Real Property Lease nor has the Company or any of its Subsidiaries entered into with any other Person (other than another wholly-owned Subsidiary of the Company) any sublease, license or other agreement that is material to the Company and its Subsidiaries, taken as a whole, and that relates to the use or occupancy of all or any 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 otherwise made available to Parent by the CompanyGovernmental Authority.

Real Estate. (a) Each of the Company and its subsidiaries has good and marketable title in fee simple to all real properties owned by it and valid leaseholds in the Leased Real Property (as defined herein), subject only to Permitted Liens (as defined in Section 4.15 4.22). Section 4.20 of the Company Disclosure Schedule sets forth a true, correct, the street address and complete list use description of all each parcel of the 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 and or any of its Subsidiariessubsidiaries (the "Leased Real Property" and, and all of their patented and unpatented mining claimstogether with Owned Real Property, "Real Property"). The Company has no leases or one 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 more 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 has good subsidiaries which remains uncured, and marketable fee simple title to all of its owned real property disclosed in Section 4.15 no termination event or condition or uncured default on the part of the Company Disclosure Schedule (or the “Company Owned Properties”)applicable subsidiary or, and to 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 Premises,” and together with the Company Owned PropertiesCompany's knowledge, the “Company Properties”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), in each case free and clear of all Liens other than Permitted Liens. Neither the Company nor any of its Subsidiaries (i) currently lease all or any part subsidiaries has knowledge of the Company Owned Properties or (ii) nor has received written notice of any pending, and to the Knowledge of the Company there is no threatened, condemnation proceeding with respect to or any of the Company casualty affecting any Owned Properties. With respect to the Company Leased Premises, (a) all leases under which the Company or 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 Leased 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) neither the Company nor any of its Subsidiaries nor, to the Knowledge of the 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 Property Lease. Neither the Company nor any of its Subsidiaries has assigned, pledged, mortgaged, hypothecated or otherwise transferred any Real Property Lease nor has the Company or any of its Subsidiaries entered into with any other Person (other than another wholly-owned Subsidiary of the Company) any sublease, license or other agreement that is material to the Company and its Subsidiaries, taken as a whole, and that relates to the use or occupancy of all or any 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 otherwise made available to Parent by the CompanyProperty.

Real Estate. Section 4.15 As of the Company Disclosure Closing Date, Schedule sets forth 6.01(n) contains a true, correct, accurate and complete list of all the street address of each parcel of Leasehold Property and the identity of the real property owned lessor, lessee and current occupant (if different from the lessee) of each such parcel of Leasehold Property. Each Obligor has made available to the Administrative Agent true, accurate and complete copies of the leases, subleases, licenses or leased by the Company assignment agreements and its Subsidiaries, any and all of their patented amendments, modifications, supplements, exhibits and unpatented mining claims. The Company or one or more of its Subsidiaries has good restatements thereto and marketable fee simple title to all of its owned real property disclosed thereof in Section 4.15 effect as 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 Premises,” 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 of its Subsidiaries (i) currently lease all or any part of the Company Owned Properties or (ii) has received written notice of any pending, and Closing Date relating to the Knowledge of the Company there is no threatened, condemnation proceeding with respect to any of the Company Owned PropertiesLeasehold Property. With respect to the Company Leased Premiseseach Leasehold Property, (ai) all leases under which the Company each such lease, sublease, license or one of assignment agreement is valid, binding, enforceable in accordance with its Subsidiaries leases any Company Leased Premises (the “Real Property Leases”) are valid terms and in full force and effect and constitute binding obligations of the Company or one of its Subsidiaries and the counterparties theretoeffect; (ii) all payments required to have been made under each lease, 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 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) neither the Company nor any of its Subsidiaries nor, to the Knowledge of the 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 Property Lease. Neither the Company nor any of its Subsidiaries has assigned, pledged, mortgaged, hypothecated or otherwise transferred any Real Property Lease nor has the Company or any of its Subsidiaries entered into with any other Person (other than another wholly-owned Subsidiary of the Company) any sublease, license or assignment agreement by the Borrower have been made; (iii) there are no breaches of or other defaults or events of default under, or events which with due notice or lapse of time, or both, would constitute a breach of or other default or event of default under, any material lease, sublease, license or assignment agreement that is material by any Obligor or, to the Company and its Subsidiariesknowledge of such Obligor, taken the landlord or sublandlord, as a wholeapplicable under such lease, and that relates to the use sublease, license or occupancy of all or any portion assignment agreement; (iv) none of the Company Leased Premises. TrueObligors nor any of the Relevant Subsidiaries has exercised any option or right to terminate, 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 renew or extend or otherwise made available affect the rights or obligations of the tenant under any lease, sublease, license or assignment agreement; (v) none of the Obligors nor any of the Relevant Subsidiaries or, to Parent by any Obligor’s knowledge, the Companylandlord or sublandlord, has received or given any notice of default or breach under any lease, sublease, license or assignment agreement or notice that any lease, sublease, license or assignment agreement will be terminated or will not be renewed; and no consent of any party is necessary for the lessee to legally occupy each Leasehold Property from and after the Closing Date.

Real Estate. Section 4.15 (a) Schedule 3.22(a) contains a true and correct description, including, to the Knowledge of Company, the correct name, address and telephone number of the Company Disclosure Schedule sets forth a truerespective landlord, correctof all real property leases, subleases, and complete list of occupancy agreements, together with any amendments thereto (the "Leases"), with respect to (i) all of the real property owned leased by Company, or leased by Parent and used or occupied in connection with the Company and its SubsidiariesROI Business (collectively, 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”"Leased Property"), and the Company and each of its Subsidiaries has a valid and subsisting leasehold estate in (ii) all of its leased real property disclosed in Section 4.15 leased or subleased by Company, as lessor or sublessor, to third parties. True, complete and accurate copies of the Company Disclosure Leases have been delivered to the Investors. Each of the Leases is in full force and effect without modification or amendment from the form delivered and is valid, binding and enforceable against the lessee in accordance with their respective terms. Except as disclosed on Schedule (the “Company Leased Premises,” and together with the Company Owned Properties, the “Company Properties”3.22(a), in each case free and clear of all Liens other than Permitted Liens. Neither the neither Parent nor Company nor has assigned its interest under any of its Subsidiaries (i) currently lease Lease, or subleased all or any part of the space demised thereby, to any third party. No option has been exercised under any of such Leases, except any option whose exercise has been documented by a written document, a true, complete and accurate copy of which has been delivered to the Investors with the corresponding Lease. Neither Parent nor Company Owned Properties or (ii) has received written notice of any pendingnor, and to the Knowledge of the Company there is no threatenedCompany, condemnation proceeding with respect to any of the Company Owned Properties. With respect other parties to the Company Leased PremisesLeases, is in default under any of the Leases, and no amount due under the Leases remains unpaid; to the Knowledge of Company, (ai) no controversy, claim dispute or disagreement exists between the parties to the Leases, and (ii) no event has occurred which with the passage of time or giving of notice, or both, would constitute a default thereunder. The lessor under each Lease has completed all leases under which tenant improvement work and other alterations required to be performed by the Company lessor pursuant to the Lease. Except as otherwise set forth in Schedule 3.22(a), assuming receipt of all Required Consents no Lease or one of its Subsidiaries leases any Company Leased Premises (the “Real Property Leases”) are valid sublease will cease to be legal, valid, binding, enforceable and in full force and effect and constitute binding obligations on terms identical to those currently in effect as a result 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 consummation of the Real Property Leases that would transactions contemplated by this Agreement, nor will the consummation of such transactions constitute a breach or default under such Lease or sublease or otherwise give the lessor under such Real Property Lease landlord 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) neither the Company nor any of its Subsidiaries nor, to the Knowledge of the 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 Property Lease. Neither the Company nor any of its Subsidiaries has assigned, pledged, mortgaged, hypothecated or otherwise transferred any Real Property Lease nor has the Company or any of its Subsidiaries entered into with any other Person (other than another wholly-owned Subsidiary of the Company) any sublease, license or other agreement that is material to the Company and its Subsidiaries, taken as a whole, and that relates to the use or occupancy of all or any 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 otherwise made available to Parent by the Company.