Common use of Real Estate Clause in Contracts

Real Estate. (a) The Company owns and possesses (a) good and valid leasehold interests in and to the Sites, (b) valid and subsisting easement interests and licenses in and to the Easements, and (c) interests in any other Real Property, in each case free and clear of all Liens, encumbrances or other exceptions to title, other than (i) as of the Closing Date, the Title Exceptions and (ii) as of any date thereafter, Permitted Liens. (b) The Mortgage is a valid first priority Lien on the Company’s right, title and interest in the Mortgaged Property (including, without limitation, to the extent permitted by law, the real property permits and crossing rights), free and clear of all Liens, encumbrances and exceptions to title whatsoever, other than (a) as of the Closing Date, the Title Exceptions and (b) as of any date thereafter, the Title Exceptions and Permitted Liens described in clause (a) or (b) of the definition thereof (to the extent the same are afforded priority over the Lien of the Mortgage by operation of law). (c) With regard to each of the Real Property Documents, (a) each such Real Property Document is valid and effective against the Company and, to the Company’s Knowledge, the counterparties thereto, in accordance with the terms thereof, (b) neither the Company, nor to the Company’s Knowledge, any of the counterparties thereto, is in breach or default under such Real Property Document, and (c) to the Company’s Knowledge, no event or circumstance has occurred or currently exists which, with notice or lapse of time or both, would become a default by the Company or the counterparties thereto under such Real Property Document. No notice of default under any Real Property Document has been delivered to the Company or, to the Company’s Knowledge, the counterparties thereto. (d) The Company has not received written notice from any Governmental Authority of any pending or threatened proceeding to condemn or take by power of eminent domain or otherwise, by any Governmental Authority, all or any material part of the Real Property or any interest therein. (e) None of the Mortgaged Property is subject to or encumbered by any option, right of first refusal or other contractual right or obligation to sell, assign or dispose of such Mortgaged Property or any interest therein.

Real Estate. (a) The Attached as Schedule 3.19(a) is the address and legal description of each parcel of real property owned by the Company owns and possesses or any subsidiary (a) the "Owned Real Property"). Except as described on such Schedule, the Company or its applicable subsidiary has good and valid leasehold interests marketable title in and to all of the SitesOwned Real Property subject to no Liens or other defects in title, (b) valid and subsisting easement interests and licenses except for such Liens, if any, as are reflected in and to the Easements, and (c) interests Company's financial statements included in the Recent SEC Reports or such other Liens as do not detract in any other Real Property, in each case free and clear of all Liens, encumbrances material respect from the value or other exceptions to title, other than (i) as marketability of the Closing Date, property subject thereto and do not materially interfere with the Title Exceptions and (ii) as use of any date thereafter, Permitted Lienssuch property. (b) The Mortgage is a list of all material leases, subleases and other occupancy agreements, including all amendments, extensions and other modifications (the "Leases") for real property (the "Leased Real Property", collectively with the Owned Real Property, the "Real Property") to which the Company or any subsidiary is a party. The Company or its applicable subsidiary has a good and valid first priority Lien on leasehold interest in and to all of the Leased Real Property, subject to no Liens except as described in such Schedule, except for such Liens, if any, as are reflected in the Company’s right, title and interest 's financial statements included in the Mortgaged Property (including, without limitationRecent SEC Reports or such other Liens as do not detract in any material respect from the value or marketability of the property subject thereto and do not materially interfere with the use of such property. Each Lease is in full force and effect and is enforceable in accordance with its terms in all material respects. Except as disclosed on Schedule 3.19(b), to the extent permitted by lawknowledge of the Company, there exists no default or condition which, with the giving of notice, the real property permits passage of time or both, could become a material default under any Lease. The Company has previously delivered to Parent true, complete, and crossing rights), free and clear correct copies of all Liens, encumbrances and exceptions to title whatsoever, other than (a) as of the Closing Date, the Title Exceptions and (b) as of any date thereafter, the Title Exceptions and Permitted Liens described in clause (a) or (b) of the definition thereof (to the extent the same are afforded priority over the Lien of the Mortgage by operation of law)Leases. (c) With regard The Real Property constitutes all of the material real property owned, leased, occupied or otherwise used in connection with the business of the Company and its subsidiaries. The Real Property and all plants, buildings and improvements located thereon conform to each all applicable building, zoning and other laws, ordinances, rules and regulations except for violations which would not have a Company Material Adverse Effect. All permits, licenses and other approvals necessary to the current occupancy and use of the Real Property Documentshave been obtained, (a) each such Real Property Document is valid are in full force and effective against effect and have not been violated, except for violations that, individually or in the Company and, to the Company’s Knowledge, the counterparties thereto, in accordance with the terms thereof, (b) neither the Company, nor to the Company’s Knowledge, any of the counterparties thereto, is in breach or default under such Real Property Document, and (c) to the Company’s Knowledge, no event or circumstance has occurred or currently exists which, with notice or lapse of time or bothaggregate, would become not have a default Company Material Adverse Effect. There exists no violation by the Company or any subsidiary of any covenant, condition, restriction, easement, agreement or order affecting any portion of the counterparties thereto under such Real Property Document(except for violations that, individually or in the aggregate, would not have a Company Material Adverse Effect). No notice of default under any Real Property Document has been delivered to the Company There is no pending or, to the Company’s Knowledgeknowledge of the Company and its subsidiaries, the counterparties thereto. (d) The Company has not received written notice from any Governmental Authority of threatened condemnations proceeding affecting any pending or threatened proceeding to condemn or take by power of eminent domain or otherwise, by any Governmental Authority, all or any material part portion of the Real Property Property. Except as disclosed on Schedule 3.19(c), there are no outstanding options or any interest therein. (e) None of the Mortgaged Property is subject to or encumbered by any option, right rights of first refusal with respect to the purchase or other contractual right use of any or obligation to sellthe Owned Property, assign any portion thereof or dispose of such Mortgaged Property or any interest therein. Except as disclosed on Schedule 3.19(c), neither the Company nor any subsidiary is obligated to purchase any real property.

Real Estate. (a) The Company None of the Acquired Companies nor any of their respective Subsidiaries owns and possesses (a) good and valid leasehold interests in and to the Sites, (b) valid and subsisting easement interests and licenses in and to the Easements, and (c) interests any real property or has a fee ownership interest in any other Real Propertyreal property, including any rights, contracts or options to acquire an ownership interest in each case free and clear of all Liens, encumbrances or other exceptions to title, other than (i) as of the Closing Date, the Title Exceptions and (ii) as of any date thereafter, Permitted Liensreal property. (b) The Mortgage is a valid first priority Lien on the Company’s right, title and interest in the Mortgaged Property (including, without limitation, to the extent permitted by law, the real property permits and crossing rights), free and clear of all Liens, encumbrances and exceptions to title whatsoever, other than (a) as of the Closing Date, the Title Exceptions and (b) as of any date thereafter, the Title Exceptions and Permitted Liens described in clause (a) or (bSection 3.9(b) of the definition thereof Disclosure Schedule sets forth a complete and accurate list of all leases, subleases, license agreements and other similar such use and occupancy agreements, including any amendments or modifications thereto, whether written or oral (collectively, the “Leases”), pursuant to which any real property is leased, subleased, licensed or otherwise occupied by the extent Acquired Companies or any of their Subsidiaries (collectively, the same are afforded priority over “Leased Real Property”), and which list specifies (i) the Lien use made of each Leased Real Property, (ii) the common street address of each Leased Real Property and (iii) the identities of the Mortgage by operation parties under the Leases. Except for the Leases, none of law)the Acquired Companies nor any of their Subsidiaries is a party to any real property leases, subleases, licenses or occupancy agreements pursuant to which the Acquired Companies or any of their Subsidiaries is the lessee, sublessee, licensee or occupant of any real property. (c) With regard to each Each of the Real Property DocumentsLeases (i) is in full force and effect, (aii) each such Real Property Document is a valid and effective against binding obligation of the Company Acquired Companies or their respective Subsidiaries, as applicable, and, to the Company’s KnowledgeKnowledge of the Acquired Companies, the counterparties each other party thereto, (iii) is enforceable against such Acquired Company or Subsidiary, as applicable, in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency or other laws affecting creditors’ rights generally and the exercise of judicial discretion in accordance with general equitable principles, and (iv) will remain in full force and effect on identical terms thereofimmediately following the Closing (unless terminated by any other party thereto in accordance with such other party’s termination rights thereunder, (b) neither the Company, nor to the Company’s Knowledge, other than as a result of any material breach or default by or of any of the counterparties theretoAcquired Companies or any of their Subsidiaries). None of the Acquired Companies nor any of their Subsidiaries nor, to the Knowledge of the Acquired Companies, any other party to any Lease is in breach or default in any material respect under such Real Property Documentany Lease (including any provision the breach or default of which would result in termination of the applicable Lease), or ancillary documents relating thereto, and (c) to the Company’s Knowledge, no event or circumstance has occurred or currently circumstance exists whichwhich with the delivery of notice, with notice or lapse the passage of time or both, would become constitute a material breach or default by or of any of the Company Acquired Companies or the counterparties thereto under such Real Property Document. No notice any of default under any Real Property Document has been delivered to the Company their Subsidiaries, or, to the Company’s KnowledgeKnowledge of the Acquired Companies, as of the counterparties thereto. (d) The date of this Agreement, any other party, under any Lease, or permit any of the other parties to such Lease to terminate, modify or accelerate the rent or other amounts payable by or to any Acquired Company has not received written notice from any Governmental Authority of any pending or threatened proceeding to condemn or take by power of eminent domain or otherwise, by any Governmental Authority, all or any material part of the Real Property its Subsidiaries under, any such Lease or any interest therein. (e) ancillary document related thereto. None of the Mortgaged Property is subject to Acquired Companies nor any of their Subsidiaries are obligated under or encumbered bound by any option, right of first refusal refusal, purchase contract, commitment, term sheet or other contractual right or obligation to sell, assign assign, lease, sublease, use (or dispose of such Mortgaged allow use of), or purchase any Leased Real Property or any portions thereof or interests therein. The Acquired Companies have Made Available to Purchaser true, correct and complete copies of all written Leases or summaries of the primary material terms of any oral Leases. The possession and quiet enjoyment of the Leased Real Property by the Acquired Companies and its Subsidiaries, as applicable, has not been disturbed in any material respect. As of the date of this Agreement, none of the Acquired Companies has given or received notice of any dispute with respect to any Lease. As of the date of this Agreement, none of the Acquired Companies nor any of their Subsidiaries have received any notice that a security deposit or portion thereof deposited with respect to any Lease has been applied in respect to a breach or default under any Lease that has not been redeposited in full. None of the Acquired Companies nor any of their Subsidiaries has assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest thereinin any Lease or the leasehold estate in any Leased Real Property. None of the Acquired Companies nor any of their Subsidiaries owes, nor will it owe in the future, any brokerage commissions or finder’s fees with respect to any Lease. (d) The Leased Real Property (including all operations thereon) complies in all material respects with the requirements of all Applicable Laws, including all applicable building, zoning, subdivision, health, safety and other land use statutes, laws, codes, ordinances, rules, orders and regulations as well as any easements, covenants or other matters of record affecting the Leased Real Property. The Acquired Companies have received all approvals from Governmental Entities that the Acquired Companies are required to obtain under the Leases or under Applicable Law in connection with their leasehold interest in the Leased Real Property. Except as set forth in the Leases, none of the Acquired Companies has entered into any Contract pursuant to which such Acquired Company has agreed to, or granted, any covenants, conditions, rights-of-way, easements or similar restrictions or any other conditions affecting all or any portion of the Leased Real Property that materially impair the ability to use any such Leased Real Property in the operation of the Acquired Businesses. The Acquired Companies have taken all actions that the Acquired Companies are required to take under the Leases or under any Material Contract to which any of the Acquired Companies are a party to cause all buildings, facilities and other improvements located on the Leased Real Property to be supplied with utilities and other services necessary for the operation of such facilities by the Acquired Companies or any of their Subsidiaries in the ordinary course of business consistent with past practices, including gas, electricity, water, telephone, sanitary sewer and storm sewer. The Acquired Companies and their Subsidiaries have made all material repairs and replacements required to be made by it under any Lease or Sublease to which it is a party relating to the applicable Leased Real Property.

Real Estate. (a) The Company owns SCHEDULE 5.14 hereto contains an accurate and possesses complete list of all real property owned in whole or in part by Seller as part of or related to the Business (a) including but not limited to the Business Property), and includes the name of the record title holder thereof and a list of all indebtedness secured by any Lien thereon. Seller has good and valid leasehold interests marketable title in and fee simple to all the Sitesreal property owned by it, (b) valid and subsisting easement interests and licenses in and to the Easements, and (c) interests in any other Real Property, in each case free and clear of all Liensany Lien, encumbrances or other exceptions to title, other than (i) as except for Permitted Encumbrances. None of the Closing Datebuildings, structures or appurtenances (or any equipment therein) located on any such currently owned or operated real property, nor the Title Exceptions and (ii) as operation or maintenance thereof, violates in any respect any restrictive covenant, or encroaches on any property owned by others. No condemnation proceeding is pending or, to the knowledge of Seller, threatened which would preclude or impair in any date thereafter, Permitted Liensmaterial respect the use of such real property by Seller for the purpose for which it is currently used. (b) SCHEDULE 5.14 hereto sets forth a list and summary description (including property location, parties and annual rental payments) of all leases, subleases, management agreements and other agreements as part of or related to the Business under which Seller is lessor or lessee of, or uses or occupies or allows the use or occupancy of, any real property, including but not limited to the Assumed Leases. All such leases, subleases and other agreements are valid and subsisting and in full force and effect (c) The Mortgage real and leased property listed on SCHEDULE 5.14 (i) has full and free access to and from highways, streets and roads and there is a valid first priority Lien on no proceeding pending or, to the Company’s rightknowledge of Seller, title and interest threatened that could result in the Mortgaged Property termination of or material limitations on such access (ii) is connected to and serviced by utilities and public services all of which are adequate for the use of the real property listed thereon as the Business is currently conducted, and (iii) is zoned, platted and permitted for use in the manner in which it is currently being used. Seller has not experienced during the three years preceding the date hereof any material interruption in the delivery of adequate quantities of any utilities (including, without limitation, to electricity, natural gas, potable water, water for cooling or similar purposes and fuel oil) or other public services (including, without limitation, sanitary and industrial sewer service) required in the extent permitted by law, the real property permits and crossing rights), free and clear of all Liens, encumbrances and exceptions to title whatsoever, other than (a) as operation of the Closing Date, the Title Exceptions Business during such period and (b) as of any date thereafter, the Title Exceptions and Permitted Liens described in clause (a) or (b) of the definition thereof (to the extent the same are afforded priority over the Lien of the Mortgage by operation of law). (c) With regard to each of the Real Property Documents, (a) each no such Real Property Document is valid and effective against the Company andmaterial interruption is, to the Company’s Knowledgeknowledge of Seller, the counterparties thereto, in accordance with the terms thereof, (b) neither the Company, nor to the Company’s Knowledge, any of the counterparties thereto, is in breach or default under such Real Property Document, and (c) to the Company’s Knowledge, no event or circumstance has occurred or currently exists which, with notice or lapse of time or both, would become a default by the Company or the counterparties thereto under such Real Property Document. No notice of default under any Real Property Document has been delivered to the Company or, to the Company’s Knowledge, the counterparties theretothreatened. (d) The Company has not received written notice from any Governmental Authority of any pending or threatened proceeding to condemn or take by power of eminent domain or otherwise, by any Governmental Authority, all or any material part of the Real Property or any interest therein. (e) None of the Mortgaged Property is subject to or encumbered by any option, right of first refusal or other contractual right or obligation to sell, assign or dispose of such Mortgaged Property or any interest therein.

Real Estate. (a) The Company owns Schedule 4.10 sets forth an accurate and possesses complete list of each parcel of real property owned by Subsidiary (a) good the "OWNED REAL ESTATE"). Subsidiary is the sole legal and valid leasehold interests equitable owner of all right, title and interest in and to the Sites, (b) valid and subsisting easement interests and licenses has title in and to the Easementsfee simple to, and (c) interests is in any other possession of, all Owned Real PropertyEstate which it purports to own, including the buildings, structures and improvements situated thereon and appurtenances thereto, in each case free and clear of all Lienstenancies and other possessory interests, encumbrances security interests, conditional sale or other exceptions to title retention agreements, liens, encumbrances, mortgages, pledges, assessments, easements, rights of way, covenants, restrictions, reservations, options, rights of first refusal, defects in title, encroachments and other than burdens (i) together, "ENCUMBRANCES"), except as of the Closing Date, the Title Exceptions and (ii) set forth on Schedule 4.10 or except in such instances as of any date thereafter, Permitted Lienscould not reasonably be expected to result in a Material Adverse Effect. (b) The Mortgage is a valid first priority Lien Except for the FAA towers on the Company’s rightOwned Real Estate, title and interest in the Mortgaged Property (includingno portion of any Owned Real Estate has been condemned, without limitationrequisitioned or otherwise taken by any public authority, and, to the extent permitted by lawknowledge of Seller, the real property permits and crossing rights)no such condemnation, free and clear of all Liens, encumbrances and exceptions to title whatsoever, other than (a) as of the Closing Date, the Title Exceptions and (b) as of any date thereafter, the Title Exceptions and Permitted Liens described in clause (a) requisition or (b) of the definition thereof (to the extent the same are afforded priority over the Lien of the Mortgage by operation of law)taking is threatened or contemplated. (c) With regard To Seller's knowledge, the Owned Real Estate is in compliance in all material respects with all applicable zoning, building, health, fire, water, use or similar statutes, codes, ordinances, laws, rules or regulations, except for such instances as could not reasonably be expected to result in a Material Adverse Effect. To Seller's knowledge, the zoning of each parcel of Owned Real Estate permits the existing improvements and the continuation following consummation of the Real Property Documents, (a) each such Real Property Document is valid and effective against the Company and, to the Company’s Knowledge, the counterparties thereto, in accordance with the terms thereof, (b) neither the Company, nor to the Company’s Knowledge, any transaction contemplated hereby of the counterparties thereto, is in breach or default under such Real Property Document, and (c) to the Company’s Knowledge, no event or circumstance has occurred or currently exists which, with notice or lapse of time or both, would become a default by the Company or the counterparties thereto under such Real Property Document. No notice of default under any Real Property Document has been delivered to the Company or, to the Company’s Knowledge, the counterparties thereto. (d) The Company has not received written notice from any Governmental Authority of any pending or threatened proceeding to condemn or take by power of eminent domain or otherwise, by any Governmental Authority, all or any material part business of the Real Property or any interest thereinSubsidiary as presently conducted thereon, except for such instances as could not reasonably be expected to result in a Material Adverse Effect. (e) None of the Mortgaged Property is subject to or encumbered by any option, right of first refusal or other contractual right or obligation to sell, assign or dispose of such Mortgaged Property or any interest therein.

Real Estate. (ai) The Company owns Schedule 5.1(o)(i) sets forth a true and possesses (a) good and valid leasehold interests in and to the Sites, (b) valid and subsisting easement interests and licenses in and to the Easements, and (c) interests in any other complete list of each parcel of Owned Real Property, showing the record title holder and legal address with respect to each such parcel. The Company has furnished Parent and Merger Sub with copies of the surveys and title reports listed on Schedule 5.1(o)(i) (all of the title reports referenced in Schedule 5.1(o)(i) being referred to collectively as the “Title Reports” and all of the surveys referenced in Schedule 5.1(o)(i) being referred to collectively as the “Surveys”), and all related material documents in the Company, or any Subsidiary’s possession. The Company and each case free of its Subsidiaries has good and clear marketable fee simple title to the Owned Real Property and a valid interest or estate in the Leased Real Property, subject only to Permitted Liens. The Owned Real Property and the Leased Real Property comprise all the real property (or its interests therein) used by the Company and its Subsidiaries in the operation of the business. (ii) All of the buildings, fixtures, leasehold improvements and other improvements used by the Company or any Subsidiary thereof in the operation of the business (the “Improvements”) are fit for the purpose intended and are in good condition and repair except for ongoing maintenance, ordinary wear and tear excepted. (iii) Except as otherwise provided herein, Schedule 5.1(o)(iii) sets forth a true and complete list of all Liensleases, encumbrances subleases, licenses, easements, permits and agreements, including all amendments, supplements and modifications thereto (collectively, the “Leases”), for the leasing, use or other exceptions occupancy of, or otherwise granting a right in or relating to, the Real Property. As of the date of this Agreement, the Company has delivered to titleParent and Merger Sub copies of all material documents in the Company’s or any of its Affiliates’ possession relating to the Leases and any and all ancillary documents (the “Ancillary Lease Documents”) pertaining thereto which such Person has in its possession. The Company shall deliver or cause its Affiliates to deliver to Parent and Merger at the Closing the Leases and Ancillary Lease Documents that have come into the Company’s or any of its Affiliates’ possession between the date hereof and the Closing. With respect to each of the Leases, other than (i) except as otherwise set forth in Schedule 5.1(o)(iii), as of the Closing Datedate of this Agreement no party to any Lease has exercised or given any written notice of exercise of, the Title Exceptions and (ii) as any option, right of first offer or right of first refusal contained in any date thereaftersuch Lease, Permitted Liens. (b) The Mortgage is a valid first priority Lien on the Company’s right, title and interest in the Mortgaged Property (including, without limitation, any such option or right pertaining to purchase, expansion, renewal, extension or relocation that has been received by the extent permitted by law, the real property permits Company or any of its Subsidiaries that has not been made available to Parent and crossing rights), free and clear of all Liens, encumbrances and exceptions to title whatsoever, other than (a) as Merger Sub. Each of the Closing Date, the Title Exceptions and (b) as of any date thereafter, the Title Exceptions and Permitted Liens described in clause (a) or (b) of the definition thereof (to the extent the same are afforded priority over the Lien of the Mortgage by operation of law). (c) With regard to each of the Real Property Documents, (a) each such Real Property Document Leases is valid and effective against the Company andenforceable, to the Company’s Knowledge, the counterparties thereto, is in full force and effect in accordance with its respective terms and neither the Company nor any Subsidiary thereof has sent or received any notice of default by it under the terms thereofof any Lease, (b) and neither the CompanyCompany nor any Subsidiary thereof is in default in any material respect under the terms of any Lease, nor nor, to the Company’s Knowledgeknowledge, does there exist any of the counterparties thereto, is in breach or default under such Real Property Document, and (c) to the Company’s Knowledge, no event or circumstance has occurred or currently exists condition which, with notice or lapse of time or both, would become constitute a default by the Company or any Subsidiary thereof under the counterparties thereto terms of any such Lease. The Closing will neither affect the enforceability of any of the Leases against any Person nor adversely affect the rights of the Company or any of its Subsidiaries under such any of the Leases. (iv) Except as described in Schedule 5.1(o)(iv), neither the Company nor any Subsidiary thereof has received notice of a violation of any Law (including, without limitation, any building, planning or zoning law) relating to any of the Real Property. The applicable zoning, if any, of each parcel of Real Property Documentpermits the presently existing Improvements and the continuation of the business presently being conducted on such parcel. No notice of default under any Real Property Document has been delivered to the Company There is no pending or, to the Company’s Knowledgeknowledge, the counterparties theretozoning or rezoning of any Real Property. (dv) The Either the Company or a Subsidiary thereof is in peaceful and undisturbed possession of each parcel of the Real Property, and neither Company nor any Subsidiary thereof has not received notice that there are any contractual or legal restrictions that preclude or restrict the ability to use the Real Property for the purposes for which it is currently being used. (vi) Each parcel of Real Property abuts on at least one side a public street or road in a manner so as to permit reasonable and adequate vehicular and pedestrian ingress, egress and access to such parcel, or has adequate access over other parcels of Owned Real Property or adequate easements across intervening property to permit reasonable and adequate vehicular and pedestrian ingress, egress and access to such parcel from a public street or road. (vii) Neither the Company, nor any Subsidiary thereof has received written notice from of any Governmental Authority condemnation proceedings or eminent domain proceedings of any kind pending or threatened against the Real Property. (viii) Neither the Company nor any Subsidiary thereof is in material default under and has not breached, and the Improvements do not violate and, to Company’s knowledge, no event has occurred or is continuing which with notice or the passage of time, or both, would constitute a default by the Company or any Subsidiary thereof under, any of the covenants, restrictions, rights-of-way, licenses, agreements or easements affecting title to or relating to the use of the Real Estate, and no such covenants, restriction, right-of-way, license, agreement or easement has impaired in any material way the right of the Company or any Subsidiary thereof to conduct business at the Real Estate, nor has the Company or any Subsidiary thereof received any notice or have any knowledge of any fence dispute, boundary dispute, boundary line question, encroachment, setback line violation, water dispute, or drainage dispute concerning or affecting the Real Estate. (ix) There have been no improvements made to or constructed on any Owned Real Property which have not been fully paid. If there are any mechanics’ liens of record as of the date of this Agreement, the Company or a Subsidiary thereof shall have such liens discharged (other than those being contested in good faith) at the Company’s or such Subsidiary’s sole cost and expense prior to the Closing Date. The Company represents that it will not undertake and no Subsidiary thereof will undertake any improvements on any of the Owned Real Property between the date of this Agreement and the Closing Date, other than for budgeted capital improvements or in the Ordinary Course of Business. (x) There are no special or other assessments for public improvements or otherwise now affecting the Real Property, nor has the Company or any Subsidiary thereof received written notice of any pending or threatened proceeding to condemn or take by power of eminent domain or otherwise, by any Governmental Authority, all or any material part of special assessments affecting the Real Property or any interest thereincontemplated improvements affecting the Real Property that may result in special assessments affecting the Real Property. (exi) None The Improvements are adequately serviced by all utilities necessary for the effective operation of the Mortgaged Property is subject business of the Company and its Subsidiaries and have not, during the last two years, experienced any material interruption in the delivery of adequate quantities of any utilities (including, without limitation, electricity, natural gas, potable water, water for cooling or similar purposes and fuel oil, but excluding any electricity interruption due to or encumbered by any option, right of first refusal storm damage or other contractual right calamity) or obligation to sellother public services, assign or dispose of such Mortgaged Property including, without limitation, sanitary and industrial sewer services, required by the Company or any interest thereinSubsidiary in the operation of the business of the Company and its Subsidiaries.

Real Estate. (a) The Schedule 4.8 hereto identifies and sets forth a complete legal description for each parcel of owned real property or interest therein, and an identifying description of each parcel of leased real property, in whole or part used by the Company. Except for Permitted Liens and as set forth in Schedule 4.8, the Company owns and possesses (a) has good and valid leasehold interests in and to the Sites, (b) valid and subsisting easement interests and licenses in and to the Easements, and (c) interests in any other Real Property, in each case free and clear of all Liens, encumbrances or other exceptions to marketable title, other than (i) as of the Closing Date, the Title Exceptions and (ii) as of any date thereafter, Permitted Liens. (b) The Mortgage is a valid first priority Lien on the Company’s right, title and interest in the Mortgaged Property (including, without limitation, to the extent permitted by law, the real property permits and crossing rights), free and clear of all Liensliens, encumbrances and exceptions imperfections of title, to title whatsoever, other than (a) as of the Closing Date, the Title Exceptions real estate and real estate interests described in such schedule. (b) as of any date thereafter, the Title Exceptions and Permitted Liens described in clause (a) or (b) None of the definition thereof (rights of the Company under any leasehold or other interest in real property will be impaired by the consummation of the transactions contemplated by this Agreement. The Company has adequate rights of ingress and egress to and from such owned and leased real property. All real property owned or leased by the Company is in condition and repair, reasonable wear and tear excepted, sufficient to conduct the business of the Company as presently conducted and as contemplated. Except as reflected in the Projections, no material additions or modifications to such owned or leased real property are needed or planned. The Company has not received notice of, nor have there occurred, any pending or, to the extent the same are afforded priority over the Lien knowledge of the Mortgage by operation Company, threatened condemnation proceedings or any other matter materially and adversely affecting the value of law)such owned or leased real property. The Company's operations and the improvements on such real property comply in all material respects with all applicable zoning laws and building codes. (c) With regard to each of the Real Property Documents, (a) each such Real Property Document is valid and effective against the Company and, to the Company’s Knowledge, the counterparties thereto, in accordance with the terms thereof, (b) neither the Company, nor to the Company’s Knowledge, any of the counterparties thereto, is in breach or default under such Real Property Document, and (c) to the Company’s Knowledge, no event or circumstance has occurred or currently exists which, with notice or lapse of time or both, would become a default Each title insurance policy owned by the Company with respect to any real estate or the counterparties thereto under real estate interest described in Schedule 4.8 is identified in Schedule 4.8 and a copy of each such Real Property Document. No notice of default under any Real Property Document title insurance policy has previously been delivered to the Company or, to the Company’s Knowledge, the counterparties theretoLender. (d) To the knowledge of the Company, except as disclosed in the Environmental Reports (as defined below), there have been no acts or omissions occurring on or with respect to the real estate or real estate interests described in Schedule 4.8 (whether or not such acts or omissions were permitted by the Company) which constituted or resulted, or may have constituted or resulted in the creation of any federal, state or local common law nuisance or which violate or have violated federal, state and local environmental laws, including but not limited to, the Clean Water Act, the Toxic Substances Control Act, the Comprehensive Environmental Response, Compensation and Liability Act and/or the Resource Conservation and Recovery Act and their state and local law counterparts, all rules and regulations promulgated thereunder and all other legal requirements in connection with the ownership and use of the real estate and real estate interests described in such schedule. The Company has not received written notice from any Governmental Authority no liability with respect to the storage, treatment or disposal of any pending hazardous waste or threatened proceeding substance. Schedule 4.8 lists all reports (true and complete copies of which have been delivered to condemn the Lender) relating to all environmental audits or take by power of eminent domain or otherwise, by surveys performed during the past ten years (the "Environmental Reports") on any Governmental Authority, all or any material part of the Real Property or any interest thereinreal property required to be described in Schedule 4.8. (e) None of the Mortgaged Property is subject to or encumbered by any option, right of first refusal or other contractual right or obligation to sell, assign or dispose of such Mortgaged Property or any interest therein.

Real Estate. (a) Schedule 3.19(a)(i) lists as of the date of this Agreement, all real property owned in fee by the Company and each of its Subsidiaries (together with all easements, rights of way, servitudes, leases, permits, licenses, options and other real property rights appurtenant thereto and all Improvements on the land owned in fee, the “Owned Real Property”) and Schedule 3.19(a)(ii) lists all real property (whether by virtue of direct lease, ground lease or sublease) leased by the Company and each of its Subsidiaries as lessee (the “Leased Real Property” and together with the Owned Real Property, the “Real Property”). The Real Property constitutes all of the land, buildings and structure used by the Company owns and possesses each of its Subsidiaries in the conduct of the Business. (ab) With respect to the Real Property: (i) there are no (i) pending or, to Sellers’ Knowledge, threatened condemnation proceedings relating to such Real Property or (ii) pending or, to Sellers’ Knowledge, threatened litigation, claims, actions, suits, proceedings, investigations or administrative actions relating to such Real Property except to the extent set forth in Schedule 3.19(b)(i); (ii) there are no leases, subleases, licenses or agreements, written or oral to which the Company or any Subsidiary is party, granting to any party or parties (other than the Company or any Subsidiary) the right of use or occupancy (other than, in the case of leases, the Lessor) of any portion of any Real Property except to the extent set forth in Schedule 3.19(b)(ii); (iii) neither the Company nor any of its Subsidiaries has received written notice of any, and to the Sellers’ Knowledge there is no, proposed or pending proceeding to change or redefine the zoning classification of all or any portion of such Real Property; (iv) no portion of such Real Property has suffered any damage by fire or other casualty loss which has not heretofore been completely repaired and restored to its original condition (ordinary wear and tear excepted), except as would not, individually or in the aggregate, reasonably be expected to materially interfere with the Company’s use of such Real Property; and (v) the Company has delivered to Purchaser complete and accurate copies of all of the following materials relating to such Real Property, to the extent in the Company’s or any Subsidiary’s possession: all Leases (including any amendments, modifications or supplements thereto); title insurance policies; deeds; encumbrance and easement documents and other documents and agreements affecting title to or for operation of such Real Property; surveys; as-built construction plans; warranties; appraisals; structural inspection, soils, environmental assessment and similar reports, and leases, subleases, licenses or agreements (including any amendments or modifications thereto) granting to any other party the right of use or occupancy of any portion of such Real Property. (c) With respect to the Owned Real Property: (i) Schedule 3.19(c)(i) identifies the property address, the approximate lot size and the record owner of such Owned Real Property; (ii) the Company or the applicable Subsidiary has good and marketable fee simple title to such Owned Real Property, free and clear of all Liens other than Permitted Liens and Liens listed or described in Schedule 3.19(c)(ii); (iii) the material Improvements located on such Owned Real Property are located entirely within the boundary lines of such Owned Real Property or on permanent easements on adjoining land benefiting such Owned Real Property and may lawfully be used under applicable zoning and land use laws (either as of right, by special permit or variance, or as a grandfathered use) for their current use; and such Owned Real Property is not located within any flood plain or subject to any similar type restriction for which any permits or licenses, if any, necessary to the use thereof have not been obtained; (iv) there are no outstanding options or rights of first refusal to purchase such Owned Real Property, or any portion thereof or interest therein except to the extent set forth on Schedule 3.19(c)(iv); and (v) such Owned Real Property is assessed by local property assessors as a tax parcel or parcels separate from all other tax parcels. (d) With respect to the Leased Real Property: (i) Schedule 3.19(d)(i) lists each lease, ground lease or sublease of the Leased Real Property to which Company or a Subsidiary is party (each, a “Lease”) and lists the term of such Lease, the parties to such Lease, including the Company or the applicable Subsidiary that is lessee thereunder, the street address of the applicable Leased Real Property, any extension and expansion options, and the rent payable thereunder; (ii) the Company or the applicable Subsidiary has title to each Lease and a good and valid leasehold interests interest in and the Leased Real Property (subject to the Sites, (b) valid and subsisting easement terms of the applicable Lease governing its interests and licenses in and to the Easements, and (c) interests in any other Real Propertytherein), in each case free and clear of all Liens, encumbrances or other exceptions to title, Liens other than Permitted Liens and Liens listed or described in Schedule 3.19(d)(ii); (iiii) as Schedule 3.19(d)(iii) lists all consents required to be obtained from any landlord with respect to the transactions contemplated by this Agreement and no other third party consents are required by any of the Closing Date, the Title Exceptions and (ii) as of any date thereafter, Permitted Liens.Leases to consummate transactions contemplated by this Agreement; (biv) The Mortgage each Lease is a valid first priority Lien on the Company’s rightlegal, title valid, binding, and interest in the Mortgaged Property (including, without limitation, to the extent permitted by law, the real property permits and crossing rights), free and clear of all Liens, encumbrances and exceptions to title whatsoever, other than (a) as enforceable obligation of the Closing DateCompany or the applicable Subsidiary that is lessee thereunder, the Title Exceptions and (b) as of any date thereafter, the Title Exceptions and Permitted Liens described in clause (a) or (b) of the definition thereof (to the extent the same are afforded priority over the Lien of the Mortgage by operation of law). (c) With regard to each of the Real Property Documents, (a) each such Real Property Document is valid and effective against the Company and, to Sellers’ Knowledge is in full force and effect and the Company’s Knowledgebinding obligation of the other parties thereto and will continue to be the legal, valid, binding, and enforceable obligation of the counterparties thereto, in accordance with Company or the terms thereof, applicable Subsidiary following the consummation of the transactions contemplated by this Agreement; (bv) neither the CompanyCompany nor any Subsidiary has received any written notice that it is in default under any Lease, nor to Sellers’ Knowledge is the Company’s Knowledge, Company nor any of the counterparties thereto, is Subsidiary or any other party to such Lease in breach or default under any such Real Property DocumentLease, and (c) to the Company’s Knowledge, no event or circumstance has occurred or currently exists occurred, which, after the giving of notice, with notice or lapse of time time, or bothotherwise, would become constitute a default by the Company or the counterparties thereto under such Real Property Document. No notice of default under any Real Property Document has been delivered to the Company Subsidiary or, to the Company’s Sellers’ Knowledge, the counterparties thereto.any other party under such Lease; (dvi) The there are no material disputes, oral agreements or forbearance programs in effect as to any Lease; (vii) neither the Company nor any Subsidiary has not received written notice from assigned, subleased, transferred, conveyed, mortgaged, deeded in trust or encumbered any Governmental Authority interest in the leasehold or subleasehold created by such Lease except as set forth in Schedule 3.19(d)(vii) or as contemplated by the USEB Credit Documents; (viii) there are no outstanding options or rights of any pending or threatened proceeding party to condemn or take by power of eminent domain or otherwise, by any Governmental Authority, all or any material part terminate such Lease prior to the expiration of the term thereof except to the extent set forth on Schedule 3.19(d)(vii)(i); and (ix) all Improvements are located entirely within the boundary lines of such Leased Real Property or any interest thereinon permanent easements on adjoining land benefiting such Leased Real Property and may lawfully be used under applicable zoning and land use laws for their current use. (e) None of the Mortgaged Property is subject to or encumbered by any option, right of first refusal or other contractual right or obligation to sell, assign or dispose of such Mortgaged Property or any interest therein.

Real Estate. (a) The Company owns HouTex does not own any real property or any interest therein except as set forth on Schedule 3.14(a) (the "Owned Properties"), which Schedule sets forth the location and possesses size of, and principal improvements and buildings on, the Owned Properties. Except as set forth on Schedule 3.14(a), with respect to each such parcel of Owned Property: (ai) HouTex has good and valid leasehold interests in and indefeasible title to the Sites, (b) valid and subsisting easement interests and licenses in and to the Easements, and (c) interests in any other Real parcel of Owned Property, in each case free and clear of any Lien other than (x) liens for real estate taxes not yet due and payable; (y) recorded easements, covenants, and other restrictions which do not impair the current use, occupancy or value of the property subject thereto, and (z) encumbrances and restrictions described in the title insurance policies listed on Schedule 3.14(a), all Liensof which policies have been previously delivered to MTLM. (ii) there are no pending or, encumbrances threatened condemnation proceedings, suits or administrative actions relating to the Owned Properties or other exceptions matters 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; the (iv) all facilities have received all approvals of Governmental Authorities (including licenses and permits) required in connection with the ownership or operation thereof and have been operated and maintained in accordance with applicable laws, ordinances, rules and regulations; (v) there are no Contracts granting to titleany party or parties the right of use or occupancy of any portion of the parcels of Owned Property, except as set forth on Schedule 3.14(a); (vi) except as may be contemplated by the Lease, there are no outstanding options or rights of first refusal to purchase the parcels of Owned Property, or any portion thereof or interest therein; (vii) there are no parties (other than HouTex and its subsidiaries) in possession of the parcels of Owned Property, other than tenants under any leases disclosed in Schedule 3.14(a) who are in possession of space to which they are entitled; (iviii) as all facilities located on the parcels of Owned Property are supplied with utilities and other services necessary for the operation of such facilities, including gas, electricity, water, telephone, sanitary sewer and storm sewer, all of which services are adequate in accordance with all applicable laws, ordinances, rules and regulations, and are provided via public roads or via permanent, irrevocable, appurtenant easements benefitting the parcels of Owned Property; (ix) each parcel of Owned Property abuts on and has direct vehicular access to a public road, or has access to a public road via a permanent, irrevocable, appurtenant easement benefitting the parcel of Owned Property; access to the property is provided by paved public right-of-way with adequate curb cuts available; and there is no pending or threatened termination of the Closing Dateforegoing access rights; (x) All improvements and buildings on the Owned Property are in good repair and are safe for occupancy and use, free from termites or other wood-destroying organisms; the Title Exceptions roofs thereof are watertight; and the structural components and systems (iiincluding plumbing, electrical, air conditioning/heating, and sprinklers) are in good working order and adequate for the use of such Owned Property in the manner in which presently used; and (xi) there are no service contracts, management agreements or similar agreements which affect the parcels of Owned Property, except as of any date thereafter, Permitted Liensset forth on Schedule 3.14(a). (b) The Mortgage Schedule 3.14(b) sets forth a list of all leases, licenses or similar agreements ("Leases") to which HouTex is a party (copies of which have previously been furnished to MTLM), in each case, setting forth (A) the lessor and lessee thereof and the date and term of each of the Leases, (B) the legal description, including street address, of each property covered thereby, and (C) a brief description (including size and function) of the principal improvements and buildings thereon (the "Leased Premises"), all of which are within the property set-back and building lines of the respective property. The Leases are in full force and effect and have not been amended except as set forth on Schedule 3.14(b), 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 material breach of or default under any of such Leases. There is no breach or anticipated breach by any other party to such Leases. Except as set forth on Schedule 3.14(b), with respect to each such Leased Premises: (i) HouTex has valid first priority Lien on the Company’s right, title and interest leasehold interests in the Mortgaged Property (including, without limitation, to the extent permitted by law, the real property permits and crossing rights)Leased Premises, free and clear of all any Liens, encumbrances covenants and exceptions easements or title defects of any nature whatsoever; (ii) The portions of the buildings located on the Leased Premises that are used in the business of HouTex are each in good repair and condition, normal wear and tear excepted, and are in the aggregate sufficient to title whatsoever, other than satisfy (iii) 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 HouTex's business as of the Closing Date, the Title Exceptions 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) HouTex has not received notice of any date thereafter, the Title Exceptions and Permitted Liens described in clause (a) any condemnation proceeding with respect to any portion of the Leased Premises or any access thereto, and no such proceeding is contemplated by any Governmental Authority; or (b) of the definition thereof (to the extent the same are afforded priority over the Lien of the Mortgage by operation of law). (c) With regard to each of the Real Property Documents, (a) each such Real Property Document is valid and effective against the Company and, to the Company’s Knowledge, the counterparties thereto, in accordance with the terms thereof, (b) neither the Company, nor to the Company’s Knowledge, any special assessment which may affect any of the counterparties thereto, is in breach or default under such Real Property DocumentLeased Premises, and (c) to the Company’s Knowledge, no event or circumstance has occurred or currently exists which, with notice or lapse of time or both, would become a default by the Company or the counterparties thereto under such Real Property Document. No notice of default under any Real Property Document has been delivered to the Company or, to the Company’s Knowledge, the counterparties thereto. (d) The Company has not received written notice from any Governmental Authority of any pending or threatened proceeding to condemn or take by power of eminent domain or otherwise, special assessment is contemplated by any Governmental Authority, all or any material part of the Real Property or any interest therein. (e) None of the Mortgaged Property is subject to or encumbered by any option, right of first refusal or other contractual right or obligation to sell, assign or dispose of such Mortgaged Property or any interest therein.

Real Estate. (a) The Section 3.18(a) of the Company Disclosure Schedule lists all real property owned by the Acquired Companies (the “Owned Real Property”). Except as set forth in Section 3.18(a) of the Company Disclosure Schedule, the applicable Acquired Company owns and possesses (a) good and valid leasehold interests in and marketable title to the Sites, (b) valid and subsisting easement interests and licenses in and to the Easements, and (c) interests in any other Owned Real Property, in each case free and clear of all Liens, encumbrances or other exceptions to title, other than (i) as of the Closing Date, the Title Exceptions and (ii) as of any date thereafter, Permitted Liens. (b) The Mortgage is a valid first priority Lien on the Company’s right, title and interest in the Mortgaged Property (including, without limitation, to the extent permitted by law, the real property permits and crossing rights), free and clear of all Liens, encumbrances and exceptions to title whatsoever, Encumbrances (other than (a) Permitted Encumbrances), except as would not be material to the Acquired Companies taken as a whole. As of the Closing Datedate hereof, there are no pending or, to the Title Exceptions and Knowledge of the Company, threatened condemnation proceedings against any Owned Real Property. (b) as of any date thereafter, the Title Exceptions and Permitted Liens described in clause (a) or (bSection 3.18(b) of the definition thereof Company Disclosure Schedule lists all real estate leases and subleases to which any Acquired Company is a party (the “Leases”). Correct and complete copies of the Leases have been delivered or made available to Buyer. Except as otherwise disclosed in Section 3.18(b) of the Company Disclosure Schedule, no Acquired Company is, and, to the extent the same are afforded priority over the Lien Knowledge of the Mortgage Company, no other party is, in material breach or default of any Material Lease and, to the Knowledge of the Company, no event has occurred that (with the giving of notice or the lapse of time or both) would constitute such a material breach or default by operation any Acquired Company or, to the Knowledge of law)the Company, any other party thereto. (c) With regard to each Each of the Real Property DocumentsAcquired Companies is complying and since January 1, (a) each such Real Property Document is valid and effective against the Company and, 2016 has complied with all applicable Environmental Laws that pertain to the Company’s Knowledge, the counterparties thereto, in accordance with the terms thereof, (b) neither the Company, nor to the Company’s Knowledge, any of the counterparties theretoproperties of the Acquired Companies and the use and ownership thereof and the operation of the Business, is except as would not, individually or in breach or default under such Real Property Documentthe aggregate, and (c) reasonably be expected to have a Company Material Adverse Effect. As of the Company’s Knowledgedate hereof, there are no event or circumstance has occurred or currently exists which, with notice or lapse of time or both, would become a default by the Company or the counterparties thereto under such Real Property Document. No notice of default under any Real Property Document has been delivered to the Company Proceedings pending or, to the Knowledge of the Company, threatened against any Acquired Company under any Environmental Law, except for any Proceedings that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. To the Knowledge of the Company, there has been no disposal or other release of any wastes, hazardous substances or other similar materials at any properties of any Acquired Company (including any previously owned or operated properties) that would reasonably be expected to give rise to any liability under any applicable Environmental Law that would, individually or in the aggregate, be material to the Acquired Companies, taken as a whole. To the Knowledge of the Company, the Company has made available to Buyer copies of all reports of any environmental audits, site assessments, investigations, impact reviews, or other similar documents, containing material information regarding the real property owned by any Acquired Company, that are in the Company’s Knowledge, the counterparties theretopossession. (d) The Company has not received written notice from any Governmental Authority of any pending or threatened proceeding to condemn or take by power of eminent domain or otherwise, by any Governmental Authority, all or any material part of the Real Property or any interest therein. (e) None of the Mortgaged Property is subject to or encumbered by any option, right of first refusal or other contractual right or obligation to sell, assign or dispose of such Mortgaged Property or any interest therein.

Real Estate. (a) The No Group Company owns and possesses (a) good and valid leasehold interests in and to the Sites, (b) valid and subsisting easement interests and licenses in and to the Easements, and (c) interests a fee interest in any other Real Property, in each case free and clear of all Liens, encumbrances or other exceptions to title, other than (i) as of the Closing Date, the Title Exceptions and (ii) as of any date thereafter, Permitted Liensreal property. (b) The Mortgage is a valid first priority Lien on the Company’s right, title and interest in the Mortgaged Property (including, without limitation, to the extent permitted by law, the real property permits and crossing rights), free and clear of all Liens, encumbrances and exceptions to title whatsoever, other than (a) as of the Closing Date, the Title Exceptions and (b) as of any date thereafter, the Title Exceptions and Permitted Liens described in clause (a) or (bSection 3.9(b) of the definition thereof Schedules lists each real property leased, subleased, licensed or otherwise used or occupied by any Group Company (to each, a “Leased Real Property” and collectively, the extent “Leased Real Properties”), and sets forth the same are afforded priority over the Lien name of the Mortgage by operation landlord, the name of law)the entity holding such leasehold interest and the street address of each Leased Real Property. (c) With regard True, correct and complete copies of all leases, subleases, licenses, amendments, extensions, guaranties and other material agreements related thereto with respect to the Leased Real Properties (individually, a “Lease” and collectively, the “Leases”) have been made available to Parent. Section 3.9(b) of the Schedules sets forth a true and complete list of all Leases, including the date and name of the parties to each Lease, and in the case of any oral Lease, a written summary of the material terms of such Lease. (d) The Leased Real Properties identified in Section 3.9(b) of the Schedules constitute all of the real property owned, leased, occupied, or otherwise utilized or intended to be utilized in connection with the business of the Group Companies. (e) Except as set forth on Section 3.9(e) of the Schedules, with respect to each of the Leased Real Property: (i) the Lease for such Leased Real Property Documentsis legal, valid, binding, enforceable and in full force and effect, subject to proper authorization and execution of such lease by the other party thereto and subject to bankruptcy, insolvency, reorganization, moratorium or similar Laws of general applicability relating to or affecting creditors’ rights and to general principles of equity; (aii) each such Real Property Document is valid and effective against the no Group Company andnor, to the Company’s Knowledgeknowledge of the Group Companies, the counterparties thereto, in accordance with the terms thereof, (b) neither the Company, nor any other party to the Company’s Knowledge, any of the counterparties thereto, Lease is in breach or default under such Real Property DocumentLease and, and (c) to the Company’s KnowledgeGroup Companies’ knowledge, no event or circumstance has occurred or currently circumstance exists which, with notice or lapse the delivery of notice, the passage of time or both, would become constitute such a default by breach or default, or permit the Company termination, modification or the counterparties thereto acceleration of rent under such Lease; (iii) no security deposit or portion thereof deposited with respect to such Lease has been applied in respect of a breach or default thereunder which has not been replenished to the extent required under such Lease; (iv) no Group Company owes any brokerage commissions or finder’s fees with respect to such Lease; (v) no Group Company has subleased, licensed or otherwise granted any Person the right to use or occupy the Leased Real Property Document. No notice of default under (or any Real Property Document has been delivered to the Company or, to the Company’s Knowledge, the counterparties thereto. portion thereof); (dvi) The no Group Company has not received written notice from collaterally assigned or granted any Governmental Authority of any pending or threatened proceeding to condemn or take by power of eminent domain or otherwise, by any Governmental Authority, all or any material part of the other security interest in such Leased Real Property or any interest therein. , and (evii) None no Group Company’s possession and quiet enjoyment of the Mortgaged Leased Real Property is subject under such Lease has been disturbed, and to or encumbered by any optionthe Knowledge of the Company, right of first refusal or other contractual right or obligation there are no disputes with respect to sell, assign or dispose of such Mortgaged Property or any interest thereinLease.

Real Estate. (a) Schedule 2.22(a) contains a complete and accurate list of all premises leased or subleased or otherwise used or occupied by the Company for the operation of the Company’s business (the “Leased Premises”), and of all leases, lease guaranties, agreements and documents related thereto, and all amendments, modifications or supplements thereto (collectively, the “Leases”). The Company owns and possesses (a) good and valid leasehold interests in and has made available to the SitesBuyer a true and complete copy of each of the Leases, and in the case of any oral Lease, a written summary of the material terms of such Lease. The Leases are valid, binding and enforceable (bexcept as enforceability may be limited by bankruptcy, insolvency or other Laws affecting creditors’ rights generally and the exercise of judicial discretion in accordance with general equitable principles) valid in accordance with their terms and subsisting easement interests are in full force and licenses in effect. No event has occurred which (whether with or without notice, lapse of time or both or the happening or occurrence of any other event) would constitute a default on the part of the Company, the Majority Owners or the Seller under any of the Leases, and the Company has not received notice of any such condition. The Company has no Knowledge of the occurrence of any event which (whether with or without notice, lapse of time or both or the happening or occurrence of any other event) would constitute a default by any other party under any of the Leases. The current annual rent and term under each Lease are as set forth on Schedule 2.22(a). Schedule 2.22(a) separately identifies all Leases for which consents or waivers must be obtained on or prior to the Easements, and Closing Date (cor which have been obtained) interests in any other Real Property, order for such Leases to continue in each case free and clear of all Liens, encumbrances or other exceptions effect according to title, other than (i) as of their terms after the Closing Date, the Title Exceptions and (ii) as of . The Company has not waived any date thereafter, Permitted Liens. (b) The Mortgage is a valid first priority Lien rights under any Lease that would be in effect on the Company’s right, title and interest in the Mortgaged Property (including, without limitation, to the extent permitted by law, the real property permits and crossing rights), free and clear of all Liens, encumbrances and exceptions to title whatsoever, other than (a) as of or after the Closing Date, the Title Exceptions and (b) as of any date thereafter, the Title Exceptions and Permitted Liens described in clause (a) or (b) of the definition thereof (to the extent the same are afforded priority over the Lien of the Mortgage by operation of law). (c) With regard to each of the Real Property Documents, (a) each such Real Property Document is valid and effective against the Company and, to the Company’s Knowledge, the counterparties thereto, in accordance with the terms thereof, (b) neither the Company, nor to the Company’s Knowledge, any of the counterparties thereto, is in breach or default under such Real Property Document, and (c) to the Company’s Knowledge, no . No event or circumstance has occurred which either entitles, or currently exists whichwould, with on notice or lapse of time or both, would become entitle the other party to any Lease with the Company to declare a default by or to accelerate, or which does accelerate, the maturity of any indebtedness of the Company or the counterparties thereto under such Real Property Document. No notice of default under any Real Property Document has been delivered Lease. The Leased Premises constitutes all of the real property required to conduct the business of the Company oras currently conducted and presently proposed to be conducted and the Company currently occupies all of the Leased Premises for (a) The Leased Premises are: (i) in good operating condition and repair, subject to ordinary wear and tear (consistent with the age of such items); (ii) not in need of maintenance or repair except for ordinary routine maintenance and repair; and (iii) to the Company’s Knowledge, the counterparties theretoare structurally sound with no known defects and in conformity with all Applicable Laws relating thereto currently in effect. (db) Owned Real Property. The Company has not received written notice from never owned any Governmental Authority of any pending or threatened proceeding to condemn or take by power of eminent domain or otherwise, by any Governmental Authority, all or any material part of the Real Property or any interest thereinreal property. (e) None of the Mortgaged Property is subject to or encumbered by any option, right of first refusal or other contractual right or obligation to sell, assign or dispose of such Mortgaged Property or any interest therein.

Real Estate. (a) The Company owns and possesses (a) good and valid leasehold interests in and to the Sites, (b) valid and subsisting easement interests and licenses in and to the Easements, and (c) interests in does not own any other Real Property, in each case free and clear of all Liens, encumbrances or other exceptions to title, other than (i) as of the Closing Date, the Title Exceptions and (ii) as of any date thereafter, Permitted Liensreal property. (b) The Mortgage Section 3.11(b) of the Company Disclosure Letter lists all real property that the Company leases or subleases from any other Person (the "Leased Real Property"). With respect to each such lease, (i) the lease or sublease is in full force and effect, and will not be breached or become invalid or ineffective solely as a valid first priority Lien on result of the transactions contemplated by this Agreement, and is the legal, valid, binding, and enforceable obligation of the Company’s right, title except as such enforceability may be limited by applicable insolvency, bankruptcy, reorganization, moratorium or other similar laws affecting creditors' rights generally, and interest applicable equitable principles (whether considered in a proceeding at law or in equity), (ii) there is no, and the Mortgaged Property Company has not received written (including, without limitationor, to the extent permitted Knowledge of the Company, oral) notice of any, default by lawthe Company, (iii) to the Knowledge of the Company, the real property permits and crossing rights)other parties to each such lease or sublease are not in violation or default thereunder, free and clear of all Liens, encumbrances and exceptions to title whatsoever, other than (a) as of the Closing Date, the Title Exceptions and (biv) as the Company has provided to Buyer a true, correct and complete copy of any date thereafter, the Title Exceptions each such lease and Permitted Liens described in clause (a) or (b) of the definition thereof (to the extent the same are afforded priority over the Lien of the Mortgage by operation of law)sublease. (c) With regard to each of the Real Property DocumentsThere are no pending, (a) each such Real Property Document is valid and effective against the Company and, to the Company’s Knowledge, the counterparties thereto, in accordance with the terms thereof, (b) neither the Company, nor to the Company’s Knowledge, any of the counterparties thereto, is in breach or default under such Real Property Document, and (c) to the Company’s Knowledge, no event or circumstance has occurred or currently exists which, with notice or lapse of time or both, would become a default by the Company or the counterparties thereto under such Real Property Document. No notice of default under any Real Property Document has been delivered to the Company or, to the Knowledge of the Company’s Knowledge, contemplated or threatened condemnation or eminent domain proceedings against all or any portion of the counterparties theretoLeased Real Property. There are no (i) public improvements which have been commenced or completed and for which an assessment may be levied against the Leased Real Property, or (ii) to the Knowledge of the Company, planned improvements which may result in any assessment against the Leased Real Property. The Company has not received any written (or, to the Knowledge of the Company, oral) notice of any violation of any zoning, entitlement, building or other land use regulations or of any covenants, conditions, restrictions, or easements related to the Leased Real Property. (d) The Company has not received written notice from any Governmental Authority of any pending or threatened proceeding to condemn or take by power of eminent domain or otherwise, by any Governmental Authority, all or any material part All improvements located upon the Leased Real Property are in good condition and repair such that they may be used and operated as would be reasonably contemplated in the conduct of the Real Property or any interest thereinBusiness and no material deferred maintenance conditions exist with respect to such improvements. (e) None of the Mortgaged Property is subject to or encumbered by any option, right of first refusal or other contractual right or obligation to sell, assign or dispose of such Mortgaged Property or any interest therein.

Real Estate. (a) Schedule 3.18(a)(A) hereto contains a true, correct and complete list of all real properties now leased, subleased, operated or otherwise occupied by the Company (collectively, the “Real Properties”). The Company owns and possesses (a) good and valid leasehold interests in and is not the owner of any Real Properties. No other Person has any oral or written right, agreement or option to lease, sublease or otherwise occupy all or any portion of such Real Properties. As of the date hereof, the Company has not received any written or oral notice for assessment for public improvements against any of the Real Properties that remains unpaid and, to the SitesKnowledge of the Company no such assessment has been proposed. Except as set forth on Schedule 3.18(a)(B), (b) valid and subsisting easement interests and licenses in and to the Easements, and (c) interests in any other Real Property, in each case free and clear of all Liens, encumbrances or other exceptions to title, other than (i) as of the Closing Datedate hereof, the Title Exceptions and (ii) as there is no pending condemnation, expropriation, eminent domain or similar proceeding affecting all or any portion of any date thereafterof the Real Properties and, Permitted Liensto the Knowledge of the Company, no such proceeding is contemplated. (b) The Mortgage is a valid first priority Lien on the Company’s right, title Accurate and interest in the Mortgaged Property (including, without limitation, to the extent permitted by law, the current copies of all real property permits leases, subleases, licenses or other occupancy agreements (and crossing rights), free and clear of all Liens, encumbrances and exceptions to title whatsoever, other than (aamendments thereto) as of the Closing Date, the Title Exceptions and (blisted on Schedule 3.18(a)(A) as of any date thereafter, the Title Exceptions and Permitted Liens described in clause (a) or (b) of the definition thereof (to the extent the same are afforded priority over the Lien of the Mortgage by operation of law). (c) With regard to each of the Real Property Documents, (a) each such Real Property Document is valid and effective against the Company and, to the Company’s Knowledge, the counterparties thereto, in accordance with the terms thereof, (b) neither the Company, nor to the Company’s Knowledge, any of the counterparties thereto, is in breach or default under such Real Property Document, and (c) to the Company’s Knowledge, no event or circumstance has occurred or currently exists which, with notice or lapse of time or both, would become a default by the Company or the counterparties thereto under such Real Property Document. No notice of default under any Real Property Document has hereto have previously been delivered to Buyer (collectively, the “Leases”). The Company has not assigned any of its rights under any Leases. The Leases are in full force and effect and constitute binding obligations of the Company and the other parties thereto and (i) there are no defaults in any material respect thereunder by the Company or, to the Knowledge of the Company’s Knowledge, by any other party thereto, and (ii) no event has occurred which with notice, lapse of time, or both would constitute such a default by the counterparties Company or, to the Knowledge of the Company, by any other party thereto. (dc) The (i) Except as set forth on Schedule 3.18(c)(i), the Company has not received written notice from any Governmental Authority good, marketable and insurable legal and equitable leasehold title to the property leased pursuant to the Leases (the “Leased Real Property”), in all cases, free and clear of any pending and all Liens, exceptions, items, encumbrances, easements, restrictions and other matters either of record or, to the Knowledge of the Company, not of record which, either individually or threatened proceeding to condemn in the aggregate, could prohibit or take by power adversely interfere with Buyer’s use of eminent domain such property. No material default or otherwisebreach exists under any of the covenants, by any Governmental Authorityconditions, restrictions, rights-of-way or easements, if any, affecting all or any material part portion of the Real Property or any interest thereinProperties. (e) None of the Mortgaged Property is subject to or encumbered by any option, right of first refusal or other contractual right or obligation to sell, assign or dispose of such Mortgaged Property or any interest therein.

Real Estate. (a) The Company None of the Companies owns any real property, or any interest therein except as set forth on Schedule 4.14(a), which Schedule sets forth the location and possesses (a) good and valid leasehold interests in and to the Sites, (b) valid and subsisting easement interests and licenses in and to the Easementssize of, and (c) interests in any other Real Property, in each case free principal improvements and clear of all Liens, encumbrances or other exceptions to title, other than (i) as of the Closing Datebuildings on, the Title Exceptions and (ii) as of any date thereafter, Permitted LiensOwned Premises. (b) The Mortgage Schedule 4.14(b) sets forth a list of all leases, licenses or similar agreements with respect to interests in real estate ("LEASES") to which any of the Companies is a party (copies of which have previously been furnished to MTLM), in each case, setting forth: (i) the lessor and lessee thereof and the date and term of each of the Leases; (ii) the legal description or street address of each property covered thereby; and (iii) a brief description (including size and function) of the principal improvements and buildings thereon (the "LEASED PREMISES"), all of which are within the property set-back and building lines of the respective property. The Leases are in full force and effect and have not been amended except as set forth on Schedule 4.14(b), 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 material breach of or default under any of such Leases. To the best knowledge of the Companies and the Shareholder, there is no breach or anticipated breach by any other party to such Leases. Except as set forth on Schedule 4.14(b), with respect to each such Leased Premises: (i) each of the Companies has valid first priority Lien on the Company’s right, title and interest leasehold interests in the Mortgaged Property (includingLeased Premises leased by it, without limitation, to the extent permitted by law, the real property permits and crossing rights), which leasehold interests are free and clear of all any Liens, encumbrances covenants and exceptions easements or title defects of any nature whatsoever; (ii) the portions of the buildings located on the Leased Premises that are used in the business of each of the Companies are in good repair and condition, normal wear and tear excepted, and are in the aggregate sufficient to title whatsoever, other than satisfy the respective Company's current and reasonably anticipated normal business activities as conducted thereat; (iii) 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 each Company's respective business as of the Closing Date, the Title Exceptions 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) none of any date thereafter, the Title Exceptions and Permitted Liens described in clause Companies has received notice of: (a) any condemnation proceeding with respect to any portion of the Leased Premises or any access thereto, and to the best knowledge of the Companies and the Shareholder, no such proceeding is contemplated by any Governmental Authority; or (b) any special assessment which may affect any of the definition thereof (Leased Premises and to the extent the same are afforded priority over the Lien best knowledge of the Mortgage Companies and the Shareholder, no such special assessment is contemplated by operation of law)any Governmental Authority. (c) With regard to each all of the Real Property Documents, (a) each such Real Property Document is valid and effective against Purchased Assets are located on the Company and, to the Company’s KnowledgeOwned Premises, the counterparties thereto, in accordance with the terms thereof, (b) neither the Company, nor to the Company’s Knowledge, any of the counterparties thereto, is in breach or default under such Real Property Document, and (c) to the Company’s Knowledge, no event or circumstance has occurred or currently exists which, with notice or lapse of time or both, would become a default by the Company Leased Premises or the counterparties thereto under such Real Property Document. No notice of default under any Real Property Document has been delivered to the Company or, to the Company’s Knowledge, the counterparties theretoother locations identified on Schedule 4.14(c). (d) The Company has not received written notice from any Governmental Authority of any pending or threatened proceeding to condemn or take by power of eminent domain or otherwise, by any Governmental Authority, all or any material part of the Real Property or any interest therein. (e) None of the Mortgaged Property is subject to or encumbered by any option, right of first refusal or other contractual right or obligation to sell, assign or dispose of such Mortgaged Property or any interest therein.

Real Estate. (a) The Company owns and possesses (aSection 3.25(a) good and valid leasehold interests in and to of the Sites, (b) valid and subsisting easement interests and licenses in and to Disclosure Letter sets forth a complete list of the Easements, and (c) interests in any other Real Property, in each case free and clear of all Liens, encumbrances or other exceptions to title, other than following: (i) as all real property and interests in real property and the buildings, structures and improvements thereon (the "Owned Property") which the Company or any of the Closing Date, the Title Exceptions and Company Subsidiaries owns; (ii) as all leases (the "Leases") of real property and interests in real property and the buildings, structures and improvements thereon (the "Leased Property" and together with the Owned Property, the "Facilities") pursuant to which the Company or any of the Company Subsidiaries is the lessee except Leases into which the Company or the Company Subsidiary has entered in connection with a project or to provide employee housing, and with respect to which (A) the annual rental obligation does not exceed Twenty Five Thousand Dollars ($25,000) or (B) the Lease is terminable without penalty on sixty (60) days or less notice to the landlord; (iii) all Contracts (and all amendments, extensions and modifications thereto) held by the Company or any of the Company Subsidiaries, or contractual obligations (and all amendments, extensions and modifications thereto) on the part of either the Company or any of the Company Subsidiaries, to purchase or acquire any interest in real property; (iv) all Contracts (and all amendments, extensions and modifications thereto) granted by either the Company or any of the Company Subsidiaries, or contractual obligations (and all amendments, extensions and modifications thereto) on the part of either the Company or any of the Company Subsidiaries, to sell or dispose of any date thereafter, Permitted Liensinterest in real property; and (v) all policies of title insurance issued to the Company or any of the Company Subsidiaries with respect to the Facilities. The Selling parties have made available to the Buyers true and correct copies of the Leases and other Contracts and polices of title insurance set forth in the Disclosure Letter. (b) The Mortgage Facilities are sufficient for the conduct of the Business as it is a valid first priority Lien on the Company’s right, title and interest in the Mortgaged Property now being conducted. All Owned Properties have received all required approvals of Governmental Authorities (including, without limitation, permits and a certificate of occupancy or other similar certificate permitting lawful occupancy of the Facilities) required in connection with the operation thereof and are being operated and maintained in all material respects in accordance with Applicable Law. The improvements constructed on the Facilities, including, without limitation, all leasehold improvements situated in or on the Leased Property and owned by the Company, and all material fixtures and equipment and other material tangible assets owned, leased or used by the Company or any of the Company Subsidiaries at the Facilities are, to the extent permitted by law, the real property permits and crossing rights), free and clear of all Liens, encumbrances and exceptions to title whatsoever, other than (a) as best knowledge of the Closing DateCompany: (i) subject to no material defects, the Title Exceptions (ii) in good operating condition and repair, subject to ordinary wear and tear, and (biii) as of any date thereafter, the Title Exceptions in conformity in all material respects with all Applicable Law and Permitted Liens described other requirements relating thereto currently in clause (a) or (b) of the definition thereof (to the extent the same are afforded priority over the Lien of the Mortgage by operation of law)effect. (c) With regard to each Except as set forth in Section 3.25(c) of the Real Property DocumentsDisclosure Letter, (ai) each such Real Property Document Lease is valid in full force and effective against the Company and, to the Company’s Knowledge, the counterparties thereto, in accordance with the terms thereofeffect, (bii) neither the Company, Company nor to the Company’s Knowledge, any of the counterparties thereto, Company Subsidiaries is in breach or default in any material respect of their respective obligations under such Real Property Documentany Lease, and (ciii) to the Company’s Knowledge, no event or circumstance has occurred or currently exists which, with notice or lapse best knowledge of time or both, would become a default by the Company or the counterparties thereto under such Real Property Document. No notice of default under any Real Property Document has been delivered to the Company or, to the Company’s Knowledge, there are no restrictions or any asserted restrictions that do or could reasonably be expected to impair in any material respect the counterparties theretouse of the applicable Facility as now used in the Business as now being conducted. (d) The Except for Permitted Liens and matters disclosed on any policies of title insurance issued to the Company has not received written notice from any Governmental Authority of any pending or threatened proceeding to condemn or take by power of eminent domain or otherwise, by any Governmental Authority, all or any material part of the Real Property or any interest therein. (e) None Company Subsidiaries with respect to the Owned Properties which have been made available to Xxxxxx, none of the Mortgaged Property is Owned Properties are subject to or encumbered by any optionliens, right mortgages, deeds of first refusal trust, claims against title, security interests, rights of way, written agreements, reservations of an interest in title or other contractual right or obligation to sell, assign or dispose of such Mortgaged Property or any interest thereinencumbrances on title.

Real Estate. (a) The Company Except as set forth in Schedule 3.14(a) Blue Marble owns and possesses (a) good and valid leasehold interests in and to the Sitesno interest, (b) valid and subsisting easement interests and licenses in and to the Easementsdirectly or indirectly, and (c) interests in any other Real Property, in each case free real property and clear of all Liens, encumbrances there has been no real property (or other exceptions to title, other than any interest therein) owned by Blue Marble within the past five (i5) as of the Closing Date, the Title Exceptions and (ii) as of any date thereafter, Permitted Liensyears. (b) The Mortgage Schedule 3.14(b) sets forth a list of all leases, licenses or similar agreements to which Blue Marble is a party, which are for the use or occupancy of real estate owned by a third party ("Leases") (copies of which have previously been furnished to Novo), in each case setting forth: (i) the lessor and lessee thereof and the commencement date, term and renewal rights under each of the Leases; (ii) the street address or legal description of each property covered thereby; and (iii) a brief description (including approximate size and function) of the principal improvements and buildings thereon (the "Leased Premises"). The Leases are in full force and effect and have not been amended except as disclosed in Schedule 3.14(b), 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 under any of such Leases. With respect to each such Leased Premises: (i) Blue Marble has a valid first priority Lien on the Company’s right, title and leasehold interest in the Mortgaged Property (includingLeased Premises, without limitation, to the extent permitted by law, the real property permits and crossing rights), which leasehold interest is free and clear of all any Liens, encumbrances covenants and exceptions to casements or title defects of any nature whatsoever, other than ; (aii) as the portions of the Closing Datebuildings located on the Leased Premises that are used in the business of Blue Marble are each in good repair and condition, normal wear and tear excepted, and are in the Title Exceptions aggregate sufficient to satisfy Blue Marble's current and reasonably anticipated normal business activities as conducted thereat; (biii) as of any date thereafter, the Title Exceptions and Permitted Liens described in clause (a) or (b) of the definition thereof (to the extent the same are afforded priority over the Lien of the Mortgage by operation of law). (c) With regard to each of the Real Property Documents, Leased Premises is served by all utilities in such quantity and quality as are sufficient to satisfy the current normal business activities conducted at such parcel; and (aiv) each such Real Property Document is valid and effective against none of the Company MacManus Parties has received notice of (A) any condemnation proceeding with respect to any portion of the Leased Premises or any access thereto and, to the Company’s Knowledge, the counterparties thereto, in accordance with the terms thereof, (b) neither the Company, nor to the Company’s Knowledge, any knowledge of the counterparties thereto, is in breach or default under such Real Property Document, and (c) to the Company’s KnowledgeMacManus Parties, no event or circumstance has occurred or currently exists which, with notice or lapse of time or both, would become a default by the Company or the counterparties thereto under such Real Property Document. No notice of default under any Real Property Document has been delivered to the Company or, to the Company’s Knowledge, the counterparties thereto. (d) The Company has not received written notice from any Governmental Authority of any pending or threatened proceeding to condemn or take by power of eminent domain or otherwise, is contemplated by any Governmental Authority, all ; or (B) any material part special assessment which may affect any of the Real Property or any interest therein. (e) None Leased Premises and, to the 19 knowledge of the Mortgaged Property MacManus Parties, no such special assessment is subject to or encumbered contemplated by any option, right of first refusal or other contractual right or obligation to sell, assign or dispose of such Mortgaged Property or any interest thereinGovernmental Authority.

Real Estate. (a) The As of the date of this Agreement, the Company owns and possesses (a) good and valid leasehold interests in and to the Sites, (b) valid and subsisting easement interests and licenses in and to the Easementsdoes not own any real property, and (c) interests in the Company is not a party to any other Real Property, in each case free and clear of all Liens, encumbrances or other exceptions Contract under which it has a right to title, other than (i) as of the Closing Date, the Title Exceptions and (ii) as of purchase any date thereafter, Permitted Liensreal property. (b) The Mortgage is Section 3.09(b) of the Company Disclosure Schedules sets forth a valid first priority Lien on true, correct and complete list of all leases, subleases, licenses and similar occupancy agreements for the use or occupancy of real property or real property interests held by the Company as of the date of this Agreement, including all amendments thereto (the “Real Property Leases” and such real property or real property interests, the “Leased Real Property”). Except as would not be material to the Company’s right, title and interest in the Mortgaged Property (includingCompany has a valid, without limitationand, to the extent permitted by lawKnowledge of the Company, the real property permits and crossing rights)enforceable, leasehold interest, license or right to occupy or similar right with respect to each Leased Real Property, free and clear of all Liens, encumbrances and exceptions to title whatsoever, other than (a) as of the Closing Date, the Title Exceptions and (b) as of any date thereafter, the Title Exceptions and except for Permitted Liens described in clause (a) or (b) of the definition thereof (to the extent the same are afforded priority over the Lien of the Mortgage by operation of law). (c) With regard to each Liens. Each of the Real Property DocumentsLeases is in full force and effect and is a legal, (a) each such Real Property Document is valid and effective against binding obligation of the Company and, to the Knowledge of the Company’s Knowledge, the counterparties thereto, enforceable against them in accordance with its terms, except as enforceability may be limited by the terms thereof, (b) neither Enforceability Exceptions. Except as would not be material to the Company, nor to the Company’s Knowledge(i) there is not, under any of the counterparties thereto, is in breach or default under such Real Property DocumentLeases, and (c) to the Company’s Knowledge, no event or circumstance has occurred or currently exists which, with notice or lapse of time or both, would become a any existing default by the Company or the counterparties thereto under such Real Property Document. No notice of default under any Real Property Document has been delivered to the Company or, to the Knowledge of the Company’s Knowledge, any other party thereto, and (ii) the counterparties Company has not received any written notice of any default by the Company or, to the Knowledge of the Company, any other party thereto, under any of the Real Property Leases. (dc) The Company has not received any written notice from regarding any actual or pending, and, to the Knowledge of the Company, there is no threatened, condemnation, action in eminent domain, taking, revocation (or intent to revoke) or contest action by any Governmental Authority with respect to all or a material portion of any pending or threatened proceeding to condemn or take by power of eminent domain or otherwise, by any Governmental Authority, all or any material part of the Leased Real Property or any interest thereinProperty. (ed) None As presently conducted, the operations of the Mortgaged Company on the Leased Real Property is subject to or encumbered by do not violate in any optionmaterial respect any applicable building code, right of first refusal zoning requirement or other contractual right or obligation Law relating to sell, assign or dispose of such Mortgaged Property or any interest thereinproperty.

Real Estate. (a) The Company owns Schedule 4.9(a) attached hereto lists and possesses (a) good and valid leasehold interests in and describes briefly all real property owned by the Company. With respect to the Sites, (b) valid and subsisting easement interests and licenses in and to the Easements, and (c) interests in any other Real Property, in each case free and clear such parcel of all Liens, encumbrances or other exceptions to title, other than owned real property: (i) as there are no pending or, to the Knowledge of the Closing DateCompany and Parent, threatened condemnation proceedings, lawsuits, or administrative actions relating to the Title Exceptions and property; (ii) except as disclosed in Schedule 4.9(a), the legal description for the parcel contained in the deed thereof describes such parcel fully and adequately; and (iii) to the Knowledge of the Company and Parent, the land does not serve any date thereafter, Permitted Liensadjoining property for any purpose inconsistent with the use of the land. (b) The Mortgage is a valid first priority Lien on the Company’s right, title Schedule 4.9(b) lists and interest in the Mortgaged Property (including, without limitation, to the extent permitted by law, the describes all real property permits and crossing rights), free and clear of all Liens, encumbrances and exceptions to title whatsoever, other than (a) as of the Closing Date, the Title Exceptions and (b) as of any date thereafter, the Title Exceptions and Permitted Liens described in clause (a) leased or (b) of the definition thereof (to the extent the same are afforded priority over the Lien of the Mortgage by operation of law). (c) With regard to each of the Real Property Documents, (a) each such Real Property Document is valid and effective against the Company and, subleased to the Company’s Knowledge. With respect to each such lease and sublease: (i) correct and complete copies thereof have been delivered to the Buyer; (ii) to the Knowledge of Parent, the counterparties theretolease or sublease is legal, valid binding, enforceable, and in accordance with full force and effect and will continue to be so on identical terms immediately following the terms thereof, consummation of the transactions contemplated hereby; and (biii) neither the Company, nor to the Company’s KnowledgeKnowledge of Parent, any of no party to the counterparties thereto, lease or sublease is in breach or default under such Real Property Documentthereunder. The Company has good and marketable leasehold interests in, and (c) to enjoys peaceful and quiet possession of, all of the Company’s Knowledgereal property described in each lease and sublease set forth on Schedule 4.9(b), there are no event or circumstance has occurred or currently exists whichdisputes thereunder, with notice or lapse of time or both, would become a default by the Company or the counterparties thereto under such Real Property Document. No notice of default under any Real Property Document has been delivered to the Company orand, to the Company’s KnowledgeKnowledge of the Company and Parent, there have been no threatened cancellations thereof. All necessary government approvals with respect to such leased property have been obtained, all necessary filings or registrations therefore have been made, and there have been, to the counterparties thereto. (d) Knowledge of the Company and Parent, no threatened cancellations thereof and there are no outstanding disputes thereunder. The Company has not received written notice from any Governmental Authority of any pending or threatened proceeding performed all obligations required to condemn or take be performed by power of eminent domain or otherwise, by any Governmental Authority, it under such leases and all or any material part of the Real Property or any interest therein. (e) None of the Mortgaged Property is subject to or encumbered by any option, right of first refusal or other contractual right or obligation to sell, assign or dispose of such Mortgaged Property leased or any interest thereinsubleased real property where the failure to do so would have a Material Adverse Effect, and all equipment and fixtures on or serving such leased or subleased real property, are in good operating condition and repair, ordinary wear and tear excepted.

Real Estate. (a) The Company owns and possesses (a) good and valid leasehold interests As used in and this Agreement, "Real Estate" refers to the Sites, (b) valid real estate owned or leased by Powertel and subsisting easement interests and licenses used in and to the Easements, and (c) interests in any other Real Property, in each case free and clear of all Liens, encumbrances or other exceptions to title, other than (i) as operation of the Closing Date, the Title Exceptions and (iiCellular Business listed on Schedule 1.1(s) as of any date thereafter, Permitted Liensor Schedule 1.3. (b) The Mortgage With respect to the Assigned Leases: (i) Schedule 1.1(s) contains a complete and accurate listing (naming the landlord and tenant, giving date of the lease and any and all amendments thereto, and giving if readily available, the legal description and street address of the premises leased) of each Assigned Lease. (ii) Each Assigned Lease is a valid first priority Lien on in full force and effect and none has been canceled, terminated or modified, with the Company’s right, title and interest exception of minor variations which do not affect the economic terms of any Assigned Lease. (iii) Powertel is not in default under the Mortgaged Property (including, without limitationterms of any Assigned Lease and, to the extent permitted by lawknowledge of Powertel, the real property permits landlord under each Assigned Lease is not in default, and crossing rights)no event has occurred which through the passage of time or the giving of notice, free or both, would constitute a default by any party or give rise to a right or termination or cancellation to any other party. (iv) Powertel has provided Purchaser with a complete and clear accurate copy of each Assigned Lease including any and all Liens, encumbrances and exceptions to title whatsoever, other than (a) as of the Closing Date, the Title Exceptions and (b) as of any date thereafter, the Title Exceptions and Permitted Liens described in clause (a) amendments or (b) of the definition thereof (to the extent the same are afforded priority over the Lien of the Mortgage by operation of law)modifications thereto. (c) With regard Seller has no knowledge of any planned public improvement including, but not limited to, construction or widening of any road or highway; installation of any medians; installation of any water, sewerage, gas or any other type of pipe, main, pumping station or other facility, which could, individually or in the aggregate, result in an assessment in a material amount against or otherwise could, individually or in the aggregate, reasonably be expected to each have a Material Adverse Effect on any of the Real Property Documents, (a) each such Real Property Document is valid and effective against the Company and, Estate subject to the Company’s Knowledge, the counterparties thereto, in accordance with the terms thereof, (b) neither the Company, nor to the Company’s Knowledge, any of the counterparties thereto, is in breach or default under such Real Property Document, and (c) to the Company’s Knowledge, no event or circumstance has occurred or currently exists which, with notice or lapse of time or both, would become a default by the Company or the counterparties thereto under such Real Property Document. No notice of default under any Real Property Document has been delivered to the Company or, to the Company’s Knowledge, the counterparties theretoAssigned Leases. (d) The Company has not received written notice from any Governmental Authority To the knowledge of any Seller, there are no condemnation proceedings pending or threatened proceeding with respect to condemn or take by power of eminent domain or otherwise, by any Governmental Authority, all or any material part of the Real Property or any interest thereinEstate. (e) None To the knowledge of Seller, there are no private restrictions, covenants, reservations or agreements which could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the present use or occupancy by Seller for the Cellular Business of any parcel of Real Estate. (f) Each parcel of the Mortgaged Property Real Estate to the extent used in the Cellular Business has been operated and is subject in full compliance with all Applicable Laws, except where any such operation or non-compliance would not have a Material Adverse Effect. (g) All of Seller's buildings, structures, fixtures and other improvements that will be sold or leased to Purchaser pursuant hereto and that are located on the Real Estate are in good repair, free of defects (latent or encumbered patent) (except for minor defects which in the aggregate do not have a Material Adverse Effect), are fit for their current uses and have not had a discharge of a halon fire repression system in the past three years. All such buildings, structures, fixtures and improvements conform to Applicable Laws (including, but not limited to, for purposes hereof, zoning and land use laws, ordinances and regulations, and building codes, except where any such nonconformance could not reasonably be expected to have a Material Adverse Effect. All such buildings, structures, fixtures and improvements lie entirely within the boundaries of each parcel of Real Estate, except where the failure to be entirely within such boundaries could not reasonably expected to have a Material Adverse Effect. (h) All of the towers and transmission equipment related to the Cellular Business constructed or placed by Seller on the Real Estate and all equipment installed by Seller at the site of each Assigned Lease or Tower Space Lease related to its use of tower space for the Cellular Business have been constructed, installed, and registered with the FCC, and installed in accordance with the specifications set forth in the FCC filing relating thereto (if any), and have been constructed and are operated in compliance with their respective forms 489 (Notification of Completing Construction) filed with the FCC (if applicable). (i) Seller's present uses of the improvements located on the Real Estate do not in any optionrespect infringe upon the rights of any other person or entity, right except where any such infringement would not have a Material Adverse Effect. (j) No real estate, other than the retail locations, tower sites and headquarters listed on Schedule 1.1(s), the tower sites listed on Schedule 1.3, the switch location referred to in the License Agreement, and the corporate headquarters of first refusal Powertel, is used by Seller or other contractual right or obligation to sell, assign or dispose ICL in the operation of such Mortgaged Property or any interest thereinthe Cellular Business.

Real Estate. (a) The Company owns and possesses (a) good and valid leasehold interests in and to the Sites, (b) valid and subsisting easement interests and licenses in and to the Easements, and (c) interests in any other Real Property, in each case free and clear of all Liens, encumbrances or other exceptions to title, other than (i) as of the Closing Date, the Title Exceptions and (ii) as of any date thereafter, Permitted Liens. (b) The Mortgage is a valid first priority Lien on the Company’s right, title and interest in the Mortgaged Property (including, without limitation, to the extent permitted by law, the no real property permits and crossing rights), free and clear of all Liens, encumbrances and exceptions to title whatsoever, other than (a) as of the Closing Date, the Title Exceptions and (b) as of any date thereafter, the Title Exceptions and Permitted Liens described in clause (a) or (b) of the definition thereof (to the extent the same are afforded priority over the Lien of the Mortgage by operation of law). (c) With regard to each of the Real Property Documents, (a) each such Real Property Document is valid and effective against the Company and, to the Company’s Knowledge, the counterparties thereto, in accordance with the terms thereof, (b) neither the Company, nor to the Company’s Knowledge, any of the counterparties thereto, is in breach or default under such Real Property Document, and (c) to the Company’s Knowledge, no event or circumstance has occurred or currently exists which, with notice or lapse of time or both, would become a default by the Company or the counterparties thereto under such Real Property Document. No notice of default under any Real Property Document has been delivered to the Company or, to the Company’s Knowledge, the counterparties thereto. (d) The Company has not received written notice from any Governmental Authority of any pending or threatened proceeding to condemn or take by power of eminent domain or otherwise, by any Governmental Authority, all or any material part of the Real Property or any interest therein. (eb) None Schedule 3.14(b) sets forth a list of all leases, licenses or similar agreements ("Leases") to which the Company is a party, which are for the use or occupancy of real estate owned by a third party (copies of which have previously been furnished to Medical Manager), in each case, setting forth (A) the lessor and lessee thereof and the commencement date, term and renewal rights of each of the Mortgaged Property Leases, and (B) the street address or legal description of each property covered thereby (the "Leased Premises"). The Leases are in full force and effect and have not been amended, and no party thereto is subject to in default or encumbered 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 material breach of or default under any of such Leases. There is no breach or anticipated breach by any optionother party to such Leases. With respect to each such Leased Premises: (i) the Company has valid leasehold interests in the Leased Premises, right free and clear of first refusal any Liens, covenants and easements or other contractual right title defects of any nature whatsoever; (ii) the portions of the buildings located on the Leased Premises that are used in the business of the Company are each in good repair and condition, normal wear and tear excepted, and are in the aggregate sufficient to satisfy the Company's current and reasonably anticipated normal business activities as conducted thereat; (iii) each of the Leased Premises (a) has direct access to public roads or obligation access to sellpublic roads by means of a perpetual access easement, assign or dispose such access being sufficient to satisfy the current and reasonably anticipated normal transportation requirements of the Company's business as presently conducted at such Mortgaged Property 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) neither the Company nor the Shareholders has received notice of (a) any condemnation proceeding with respect to any portion of the Leased Premises or any interest thereinaccess thereto, and no such proceeding is contemplated by any Governmental Authority; or (b) any special assessment which may affect any of the Leased Premises, and no such special assessment is contemplated by any Governmental Authority.

Real Estate. The Company owns no real property other than the leasehold interests described in Schedule 3.17 (section (a) The of such Schedule shall describe all leasehold interests with respect to Related Person lessors and section (b) of such Schedule shall describe all leasehold interests with respect to unrelated party lessors) attached hereto with respect to each parcel of real estate leased by the Company owns and possesses (the "Leased Real Estate"): (a) good Schedule 3.17 contains a complete and valid leasehold interests in accurate listing and to description (including the Sitesparties, term, expiration date(s), address, and description of the leased premises) of each written or oral lease regarding Leased Real Estate which is not likewise described on Schedule 3.16 hereto; (b) valid and subsisting easement interests and licenses in and Except as set forth on Schedule 3.17 hereto, to the EasementsKnowledge of the Shareholder, there are no public improvements affecting any parcel of Leased Real Estate (collectively the "Real Estate"), including, but not limited to, water, sewer, sidewalk, street, alley, curbing, landscaping or related improvements, which have been commenced and/or completed and (c) interests in any other Real Propertyfor which an assessment has not been levied or, to the Shareholder's Knowledge, which may be levied after the date of this Agreement and, in each case free which would become the obligation of the Purchaser by, upon or pursuant to assumption of the Leased Real Estate; (c) Except as set forth in Schedule 3.17 hereto, there are no deferred real or personal property Taxes or assessments with respect to the Real Estate which may or will become due and clear payable as a result of the consummation of the transaction contemplated hereby; (d) Except as set forth in Schedule 3.17 hereto, to the Company's, the Shareholder's or the Principals' Knowledge, there are no condemnation Proceedings pending or Threatened with respect to all Liensor any part of any parcel of Leased Real Estate; (e) To the Company's, encumbrances the Shareholder's or other exceptions the Principals' Knowledge, there are no existing conditions which, under Applicable Laws in effect prior to title, other than (i) or as of the Closing Date, the Title Exceptions and (ii) as would require repair, alteration or correction of any date thereafterparcel of Real Estate and there are no conditions that could give rise to the same, Permitted Liens.in each case which would become the obligation of the Purchaser by, upon or pursuant to assumption of the Leased Real Estate; (f) To the Company's, the Shareholder's or the Principals' Knowledge, except as set forth in Schedule 3.17 hereto, (a) there are no existing structural, mechanical or other defects of material significance in any of the buildings, improvements, fixtures and equipment, including the roof, heating, ventilating, air conditioning, electrical, plumbing and sanitary disposal systems, located on any parcel of Real Estate which would become the obligation of the Purchaser by, upon or pursuant to assumption of the Leased Real Estate, and (b) The Mortgage all such buildings, improvements, fixtures and equipment, including the roof, heating, ventilating, air conditioning, electrical, plumbing and sanitary disposal systems for which the Company is a valid first priority Lien on the Company’s rightcurrently responsible, title and interest in the Mortgaged Property (including, without limitation, to the extent permitted by law, the real property permits and crossing rights), free and clear of all Liens, encumbrances and exceptions to title whatsoever, other than (a) as of will be until the Closing Date, the Title Exceptions maintained in good repair, working order and condition, ordinary wear and tear excepted; (bg) Except as of any date thereafterset forth in Schedule 3.17 hereto, the Title Exceptions and Permitted Liens described in clause (a) or (b) of the definition thereof (to the extent the same are afforded priority over the Lien of the Mortgage by operation of law). (c) With regard to each of the Real Property Documents, (a) each such Real Property Document is valid and effective against the Company and, to the Company’s Knowledge, the counterparties thereto, in accordance with the terms thereof, (b) neither the Company, nor to the Company’s Knowledge, any of the counterparties thereto, is in breach or default under such Real Property Document, and (c) to the Company’s Knowledge, no event or circumstance has occurred or currently exists which, with notice or lapse of time or both, would become a default by the Company or the counterparties thereto under such Real Property Document. No notice of default under any Real Property Document has been delivered to the Company or, to the Company’s Knowledge, the counterparties thereto. (d) The Company has not received written notice from any Governmental Authority notice, and the Company, the Shareholder and/or the Principals have no Knowledge that, the improvements on each parcel of Real Estate and the Company's use thereof does not or may not comply in all material respects with any and all building, zoning, subdivision, traffic, parking, land use, occupancy, health and other Applicable Laws pertaining to the Real Estate or to the development, construction, management, use and operations of the improvements thereon; (h) Except as set forth in Schedule 3.17 hereto, to the Knowledge of the Shareholder, the improvements located on each parcel of Real Estate for which the Purchaser would have responsibility under any Leased Real Estate lease, including fences, driveways and other structures occupied, used or claimed by the Company, are wholly within the boundary lines of such parcels of Real Estate and such improvements and the Company's present uses thereof do not in any material respect infringe or encroach upon the rights of any pending or threatened proceeding other Person; and (i) Except as set forth in Schedule 3.17 hereto, to condemn or take by power of eminent domain or otherwise, by any Governmental Authority, all or any material part the Knowledge of the Real Property or any interest therein. (e) None Shareholder, the Company has all operating Permits necessary for the operation of the Mortgaged Property is subject Business on the Leased Real Estate, and all such Permits are current. To the Knowledge of the Shareholder, except as set forth in Schedule 3.17, the Company has all easements, or access through public utility easements, on to or encumbered by any optionprivate property, right of first refusal or construction permits, highway crossing licenses and permits (and other contractual right or obligation similar licenses and permits) and right-of-way-licenses reasonably necessary to sell, assign or dispose of such Mortgaged Property or any interest thereinconduct the Business.

Real Estate. (a) The Except for matters that, individually or in the aggregate, would not reasonably be expected to have a Company owns and possesses (a) good and valid leasehold interests in and Material Adverse Effect, with respect to the Sites, (b) valid and subsisting easement interests and licenses in and to the Easements, and (c) interests in any other each Owned Real Property, in each case free and clear of all Liens, encumbrances or other exceptions to title, other than : (i) the Company or a Company Subsidiary (as of the Closing Date, the Title Exceptions case may be) has good and (ii) as of any date thereafter, Permitted Liens. (b) The Mortgage is a valid first priority Lien on the Company’s right, marketable indefeasible fee simple title and interest in the Mortgaged Property (including, without limitation, to the extent permitted by law, the real property permits and crossing rights)such Owned Real Property, free and clear of all Liens, encumbrances and exceptions to title whatsoeverexcept Permitted Encumbrances, other than (aii) except as set forth in Section 4.19(a) of the Closing DateCompany Disclosure Schedule, neither the Title Exceptions Company nor any Company Subsidiary has leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof, and (iii) there are no outstanding options, rights of first offer or rights of first refusal to purchase such Owned Real Property or any portion thereof or interest therein. Neither the Company nor any Company Subsidiary is a party to any agreement or option to purchase any real property or interest therein. (b) as The Company has made available to Parent a complete and correct copy of any date thereafter, each Lease for each Leased Real Property that is material to the Title Exceptions and Permitted Liens described in clause (a) or (b) business operations of the definition thereof (Company and the Company Subsidiaries, taken as a whole. Except for matters that, individually or in the aggregate, would not reasonably be expected to the extent the same are afforded priority over the Lien of the Mortgage by operation of law). (c) With regard have a Company Material Adverse Effect, with respect to each of the Real Property Documents, (a) each such Real Property Document Leases that is valid and effective against material to the business operations of the Company andand the Company Subsidiaries, taken as a whole: (i) to the Knowledge of the Company, such Lease is in full force and effect (but in each case subject to the Bankruptcy Exception); (ii) to the Knowledge of the Company, the Company’s Knowledge, or a Company Subsidiary’s possession (as applicable) of the counterparties thereto, in accordance with Leased Real Property under such Lease has not been disturbed; (iii) to the terms thereof, (b) neither Knowledge of the Company, neither the Company nor to the Company’s Knowledge, any of the counterparties thereto, Company Subsidiary is in material breach or default under such Real Property DocumentLease (beyond applicable notice, grace and/or cure periods), and (c) to the Company’s Knowledge, no event or circumstance has occurred or currently circumstance exists which, with notice or lapse the delivery of notice, the passage of time or both, would become constitute such a default by breach or default, or permit the termination, modification or acceleration of rent under such Lease; (iv) the other party to such Lease is not an Affiliate of, and otherwise does not have any economic interest in, the Company or the counterparties thereto under such Real Property Document. No notice of default under any Real Property Document has been delivered to Company Subsidiary; (v) neither the Company ornor any Company Subsidiary has subleased, licensed or otherwise granted any Person the right to the Company’s Knowledge, the counterparties thereto. (d) The Company has not received written notice from any Governmental Authority of any pending use or threatened proceeding to condemn or take by power of eminent domain or otherwise, by any Governmental Authority, all or any material part of the occupy such Leased Real Property or any portion thereof; (vi) neither the Company nor any Company Subsidiary has collaterally assigned or granted any other security interest in such Lease or any interest therein; (vii) there are no Liens (other than Permitted Encumbrances) on the estate or interest created by such Lease; and (viii) each of the Company and the Company Subsidiaries has good title to the Leasehold Improvements, free and clear of all Liens, except Permitted Encumbrances, and there are no outstanding options, rights of first offer or rights of first refusal to purchase any such Leasehold Improvements or any portion thereof or interest therein. (ec) None Except for matters that, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect, (i) all buildings, structures, improvements, fixtures, building systems and equipment, and all components thereof, included in the Owned Real Property and Leased Real Property (the “Improvements”) are in good condition and repair and sufficient for the operation of the Mortgaged Property is subject to business of the Company and the Company Subsidiaries and (ii) there are no structural deficiencies or encumbered by latent defects affecting any option, right of first refusal or other contractual right or obligation to sell, assign or dispose of such Mortgaged Property or any interest thereinthe Improvements.

Real Estate. None of the Companies owns or has ever owned any parcels of real property. Schedule 3.11 sets forth a list of all leases, licenses or similar agreements for the use or occupancy of real property to which the Companies are a party (a“Real Property Leases”) The Company owns and possesses (a) good and valid leasehold interests in and copies of which have previously been furnished to the Sites, (b) valid and subsisting easement interests and licenses in and to the Easements, and (c) interests in any other Real PropertyBuyer, in each case free setting forth: (a) the lessor and clear lessee thereof and the date and term of all Lienseach 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, encumbrances 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 exceptions party to title, other than such leases. With respect to each of the Leased Premises: (i) the Companies, as applicable, have valid leasehold interests or other rights of the Closing Date, the Title Exceptions use and (ii) as of any date thereafter, Permitted Liens. (b) The Mortgage is a valid first priority Lien on the Company’s right, title and interest occupancy in the Mortgaged Property (including, without limitation, to the extent permitted by law, the real property permits and crossing rights)Leased Premises, free and clear of all Liensany Liens on such leasehold interests or other rights of use and occupancy, encumbrances and exceptions or any covenants, easements or title defects known to title whatsoeveror created by the Companies, other than except as do not materially adversely affect the occupancy or uses of such properties; (aii) as the portions of the Closing Date, buildings located on the Title Exceptions and (b) as of any date thereafter, Leased Premises that are used in the Title Exceptions and Permitted Liens described in clause (a) or (b) business of the definition thereof (to applicable Company are within the extent the same are afforded priority over the Lien property setback and building lines of the Mortgage by operation of law). 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; (ciii) With regard to each of the Real Property DocumentsLeased 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; (aiv) each of the Leased Premises is served by all utilities in such Real Property Document is valid quantity and effective against quality as are sufficient to satisfy the Company and, current normal business activities as conducted at such parcel; (v) none of the Companies has received notice of any condemnation proceeding with respect to any portion of the Leased Premises or any access thereto and to the Company’s Knowledge, the counterparties thereto, in accordance with the terms thereof, (b) neither the Company, nor to the Company’s Knowledge, any knowledge of the counterparties thereto, is in breach or default under such Real Property Document, and (c) to the Company’s KnowledgeSeller, no event or circumstance has occurred or currently exists which, with notice or lapse of time or both, would become a default by the Company or the counterparties thereto under such Real Property Document. No notice of default under any Real Property Document has been delivered to the Company or, to the Company’s Knowledge, the counterparties thereto. (d) The Company has not received written notice from any Governmental Authority of any pending or threatened proceeding to condemn or take by power of eminent domain or otherwise, is contemplated by any Governmental Authority, all or any material part ; and (vi) none of the Real Property or Companies has received notice of any interest therein. (e) None special assessment which may affect any of the Mortgaged Property Leased Premises and to the knowledge of Seller, no such special assessment is subject to or encumbered contemplated by any option, right of first refusal or other contractual right or obligation to sell, assign or dispose of such Mortgaged Property or any interest thereinGovernmental Authority.

Real Estate. SCHEDULE 3.23 lists and describes briefly all real property owned, leased or subleased to the Company and all other real property which is used in the business 23 26 of the Company and not owned by the Company (the "REAL PROPERTY"). The Company has made available to the Investor or its representatives correct and complete copies of the deeds, leases and subleases relating to the property listed on SCHEDULE 3.23. (a) The Company owns With respect to each of the Leases, and possesses except as set forth on the attached SCHEDULE 3.23, (ai) good each such Lease is valid, binding and valid leasehold interests enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the rights of creditors generally and to the Sitesgeneral principles of equity (whether considered in a proceeding in equity or at law), and each such Lease will continue to be valid, binding and enforceable (b) valid and subsisting easement interests and licenses in and subject to the Easementsforegoing exceptions) and in full force and effect on identical terms immediately following the Tranche A Closing; (ii) the Company is not in default under or in breach of such Leases, and (c) interests in nor has the Company received any other Real Propertyclaim of default or breach under such Leases, in each case free which defaults and clear breaches could, in the aggregate, reasonably be expected to result in a Material Adverse Effect; (iii) no event has occurred which with the passage of time or the giving of notice or both would result in a default, breach or event of noncompliance by the Company under any such Lease which defaults, breaches or events of noncompliance could, in the aggregate, reasonably be expected to result in a Material Adverse Effect; (iv) the Company does not have a present expectation or intention of not fully performing in all Liensmaterial respects all of its obligations pursuant to the Leases, encumbrances or other exceptions to title, other than (i) as of and the Closing Date, the Title Exceptions and (ii) as Company has no Knowledge of any date thereafterbreach or anticipated breach by the other parties to any such Lease which breaches could in the aggregate reasonably be expected to result in a Material Adverse Effect; (v) there are no material disputes, Permitted Liensoral agreements, or forbearance programs in effect as to such Lease; (vi) such Lease has not been modified in any respect, except to the extent that such modifications are disclosed by the documents delivered to the Investor; and (vii) the Company has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in such Lease. (b) The Mortgage is a valid first priority Lien on the Company’s right, Company has good and marketable title and interest in the Mortgaged Property (including, without limitation, to the extent permitted by law, all the real property permits reflected as owned in the books and crossing rights)records of the Company. Except as set forth in SCHEDULE 3.23, all real property owned by the Company is free and clear of all Liens, encumbrances Liens and exceptions to title whatsoever, other than (a) as of the Closing Date, the Title Exceptions and (b) as of any date thereafter, the Title Exceptions and Permitted Liens described in clause (a) or (b) of the definition thereof (to the extent the same are afforded priority over the Lien of the Mortgage by operation of law). (c) With regard to each of the Real Property Documents, (a) each such Real Property Document is valid and effective against the Company and, to the Company’s Knowledge, the counterparties thereto, in accordance with the terms thereof, (b) neither the Company, nor to the Company’s Knowledge, any of the counterparties thereto, is in breach or default under such Real Property Document, and (c) to the Company’s Knowledge, no event or circumstance has occurred or currently exists which, with notice or lapse of time or both, would become a default by the Company or the counterparties thereto under such Real Property Document. No notice of default under any Real Property Document has been delivered to the Company or, to the Company’s Knowledge, the counterparties thereto. (d) The Company has not received written notice from any Governmental Authority of any pending or threatened proceeding to condemn or take by power of eminent domain or otherwise, by any Governmental Authority, all or any material part of the Real Property or any interest therein. (e) None of the Mortgaged Property is subject to or encumbered by any option, right of first refusal or other contractual right or obligation to sell, assign or dispose of such Mortgaged Property or any interest therein.is

Real Estate. (a) The No Group Company owns and possesses (a) good and valid leasehold interests in and to the Sites, (b) valid and subsisting easement interests and licenses in and to the Easements, and (c) interests a fee interest in any other Real Property, in each case free and clear of all Liens, encumbrances or other exceptions to title, other than (i) as of the Closing Date, the Title Exceptions and (ii) as of any date thereafter, Permitted Liensreal property. (b) The Mortgage is Schedule 3.10(b) lists each real property leased, subleased, licensed or otherwise used or occupied by any Group Company (each, a valid first priority Lien on the Company’s right, title “Leased Real Property” and interest in the Mortgaged Property (including, without limitation, to the extent permitted by lawcollectively, the real property permits and crossing rights“Leased Real Properties”), free and clear of all Liens, encumbrances and exceptions to title whatsoever, other than (a) as sets forth the name of the Closing Datelandlord, the Title Exceptions and (b) as of any date thereafter, the Title Exceptions and Permitted Liens described in clause (a) or (b) name of the definition thereof (to entity holding such leasehold interest and the extent the same are afforded priority over the Lien street address of the Mortgage by operation of law)each Leased Real Property. (c) With regard True, correct and complete copies of all leases, subleases, licenses and other occupancy agreements granting the Group Companies the right to use and occupy the Leased Real Properties and any amendments, extensions, guaranties and other material agreements relating thereto (individually, a “Lease” and collectively, the “Leases”) have been made available to Modern Media. Schedule 3.10(c) sets forth a true and complete list of all Leases, including the date and names of the parties to each Lease. (d) The Leased Real Properties constitute all of the real property currently occupied or otherwise utilized in connection with the business of the Group Companies as currently conducted. (e) Except as set forth on Schedule 3.10(e), with respect to each Leased Real Property: (i) the Lease for such Leased Real Property Documentsis legal, valid, binding, enforceable and in full force and effect in all material respects; (aii) each no Group Company is in material breach or material default under such Real Property Document is valid Lease and effective against the Company and, to the Company’s Knowledge, the counterparties thereto, in accordance with the terms thereof, (b) neither Knowledge of the Company, nor to the Company’s Knowledge, any of the counterparties thereto, is in breach or default under such Real Property Document, and (c) to the Company’s Knowledge, no event or circumstance has occurred or currently circumstance exists which, with notice or lapse the delivery of notice, the passage of time or both, would become constitute a material breach or material default by the Company or the counterparties thereto under such Real Property Document. No notice Lease on the part of default under any Real Property Document the applicable Group Company, that has not been delivered to the Company orcured, nor, to the Knowledge of the Company’s Knowledge, on the counterparties thereto. (d) The Company has not received written notice from any Governmental Authority of any pending or threatened proceeding to condemn or take by power of eminent domain or otherwise, by any Governmental Authority, all or any material part of the other party thereto; (iii) no security deposit or portion thereof deposited with respect to such Lease has been applied in respect of a breach or default thereunder which has not been replenished to the extent required under such Lease; (iv) no Group Company owes any brokerage commissions or finder’s fees with respect to such Lease; (v) no Group Company has subleased, licensed or otherwise granted any Person the right to use or occupy the Leased Real Property (or any portion thereof) that is the subject matter of such Lease; (vi) no Group Company has collaterally assigned or granted any other security interest in such Leased Real Property or any interest therein. therein (eother than Permitted Liens); and (vii) None no Group Company’s possession and quiet enjoyment of the Mortgaged Leased Real Property is subject under such Lease has been disturbed, and to or encumbered by any optionthe Knowledge of the Company, right of first refusal or other contractual right or obligation there are no disputes with respect to sell, assign or dispose of such Mortgaged Property or any interest thereinLease.

Real Estate. (a) The attached Real Estate Schedule sets forth the address of each parcel of real property owned by each of the Company owns and possesses its Subsidiaries. With respect to each such property: (ai) the Company or its Subsidiaries has good and valid leasehold interests in and marketable title to the Sites, (b) valid and subsisting easement interests and licenses in and to the Easements, and (c) interests in any other Real Property, in each case such property free and clear of all liens and encumbrances, except Permitted Liens, (ii) except as set forth on the Real Estate Schedule, encumbrances none of the Company and its Subsidiaries has leased or other exceptions otherwise granted to titleany person the right to use or occupy such property, and (iii) except as set forth on the Real Estate Schedule, other than (i) as the right of the Closing DatePurchaser pursuant to this Agreement, the Title Exceptions and (ii) as there are no outstanding options, rights of first offer or rights of first refusal to purchase such property or any date thereafter, Permitted Liensportion thereof or interest therein. (b) The Mortgage is a valid first priority Lien on attached Real Estate Schedule sets forth the Company’s right, title and interest in the Mortgaged Property (including, without limitation, to the extent permitted by law, the address for all real property permits and crossing rights), free and clear of all Liens, encumbrances and exceptions to title whatsoever, other than (a) as of the Closing Date, the Title Exceptions and (b) as of any date thereafter, the Title Exceptions and Permitted Liens described in clause (a) or (b) of the definition thereof (to the extent the same are afforded priority over the Lien of the Mortgage by operation of law). (c) With regard to that each of the Company and its Subsidiaries leases or subleases from any other Person. The Company has delivered to the Purchaser a true and complete copy of each lease identified on the Real Property DocumentsEstate Schedule (including all amendments, (a) each such renewals, guaranties and other agreements related thereto). Except as set forth on the attached Real Property Document is valid and effective against the Company andEstate Schedule, to the Company’s Knowledgeknowledge, with respect to each lease and sublease listed on the Real Estate Schedule, the counterparties theretolease or sublease is legal, valid, binding, enforceable, and in accordance with full force and effect, except where the terms thereofillegality, (b) neither invalidity, nonbinding nature, unenforceability, or ineffectiveness is not reasonably expected to have a Material Adverse Effect. The Company’s or Subsidiary’s possession and quiet enjoyment of the Companyleased real property under such leases has not been disturbed, nor and to the Company’s Knowledgeknowledge, there are no disputes with respect to such leases. Neither the Company or Subsidiary nor, to the Company’s knowledge, any of other party to the counterparties thereto, leases is in breach or default under such Real Property Documentleases, and (c) and, to the Company’s Knowledgeknowledge, no event or circumstance has occurred or currently circumstance exists which, with notice or lapse the delivery of notice, the passage of time or both, would become constitute such a breach or default, or permit the termination, modification or acceleration of rent under such leases. No security deposit or portion thereof deposited with respect such leases has been applied in respect of a breach or default by the under such leases which has not been redeposited in full. The Company or Subsidiary has not subleased, licensed or otherwise granted any person the counterparties thereto right to use or occupy the leased real property under such leases or any portion thereof. There are no liens or encumbrances on the estate or interest created by such leases. (c) The leased and owned real property identified in the Real Property DocumentEstate Schedule (collectively, the “Real Property”) comprises all of the real property reasonably necessary for the operation of the Business. (d) All buildings, structures, improvements, fixtures, building systems and equipment, and all components thereof, included in the owned real property identified in the Real Estate Schedule (the “Improvements”) are in good condition and repair and sufficient for the operation of the Business. No notice To the Company’s knowledge, there are no facts or conditions affecting any of default under the Improvements which would, individually or in the aggregate, interfere in any Real Property Document has been delivered to material respect with the Company use or occupancy of the Improvements or any portion thereof in the operation of the Business. (e) There is no condemnation, expropriation or other proceeding in eminent domain pending or, to the Company’s Knowledgeknowledge, threatened, affecting any of the counterparties thereto. (d) The Company has not received written notice from any Governmental Authority of any pending or threatened proceeding to condemn or take by power of eminent domain or otherwise, by any Governmental Authority, all owned real property identified in the Real Estate Schedule or any material part of the Real Property portion thereof or any interest therein. (e) None of the Mortgaged Property is subject to or encumbered by any option, right of first refusal or other contractual right or obligation to sell, assign or dispose of such Mortgaged Property or any interest therein.

Real Estate. (a) The Company owns Certified does not own and possesses (a) good and valid leasehold interests in and to the Sites, (b) valid and subsisting easement interests and licenses in and to the Easements, and (c) interests in has never owned any other Real Property, in each case free and clear of all Liens, encumbrances or other exceptions to title, other than (i) as of the Closing Date, the Title Exceptions and (ii) as of any date thereafter, Permitted Liens. (b) The Mortgage is a valid first priority Lien on the Company’s right, title and interest in the Mortgaged Property (including, without limitation, to the extent permitted by law, the real property permits and crossing rights), free and clear of all Liens, encumbrances and exceptions to title whatsoever, other than (a) as of the Closing Date, the Title Exceptions and (b) as of any date thereafter, the Title Exceptions and Permitted Liens described in clause (a) or (b) of the definition thereof (to the extent the same are afforded priority over the Lien of the Mortgage by operation of law). (c) With regard to each of the Real Property Documents, (a) each such Real Property Document is valid and effective against the Company and, to the Company’s Knowledge, the counterparties thereto, in accordance with the terms thereof, (b) neither the Company, nor to the Company’s Knowledge, any of the counterparties thereto, is in breach or default under such Real Property Document, and (c) to the Company’s Knowledge, no event or circumstance has occurred or currently exists which, with notice or lapse of time or both, would become a default by the Company or the counterparties thereto under such Real Property Document. No notice of default under any Real Property Document has been delivered to the Company or, to the Company’s Knowledge, the counterparties thereto. (d) The Company has not received written notice from any Governmental Authority of any pending or threatened proceeding to condemn or take by power of eminent domain or otherwise, by any Governmental Authority, all or any material part of the Real Property or any interest therein. (eb) None SCHEDULE 4.14 sets forth a list of all leases, licenses or similar agreements of or relating to real property (collectively, "Leases") to which Certified is a party (copies of which have previously been furnished to Kellxxxxx), xn each case setting forth the lessor and lessee thereof and the date and term of each of the Mortgaged Property Leases, and the street address of each property covered thereby (the "Leased Premises"). In the case of the Lease which is subject denoted with an '*' on SCHEDULE 4.14, Certified has provided Kellxxxxx xxxh a copy of such Lease which has not been fully executed by all of the parties thereto; PROVIDED, HOWEVER, that Certified and the Shareholders represent and warrant to Kellxxxxx xxxt such copy conforms to the copy that has been fully executed by all of the parties thereto. Except as set forth in SCHEDULE 4.14, the Leases are in full force and effect and have not been amended. Except as set forth in SCHEDULE 4.14, (i) Certified is not in default or encumbered breach under any Lease, (ii) to the knowledge of Certified and the Shareholders, no other party thereto is in default or breach under any Lease, and (iii) no event has occurred which, with the passage of time or the giving of notice or both, would cause a breach by Certified of or default by Certified under any Lease or, to the knowledge of Certified or either of the Shareholders, would cause a breach by any optionother party or a default by any other party under any Lease, in any case which default or breach gives rise to, or with the passage of time or the giving of notice or both, would give rise to, any right of first refusal or other contractual right or obligation to sell, assign or dispose of such Mortgaged Property Certified or any interest thereinother party thereto to terminate such Lease or which could have a Material Adverse Effect on Certified. With respect to each of the Leased Premises (i) Certified has valid leasehold interests in the Leased Premises, free and clear of any Liens or any covenants, easements or title defects created by or of which Certified or either Shareholder has knowledge, except Permitted Liens, and (ii) neither Certified nor either of the Shareholders has received notice of any condemnation proceeding with respect to any portion of any of the Leased Premises or any access thereto or any special assessment which may affect any of the Leased Premises. (c) SCHEDULE 4.14 contains a list of (i) the principal place of business and chief executive office of Certified, (ii) all other offices and places of business maintained by Certified and (iii) all other locations where the equipment, inventory, chattel paper and books and records of Certified are located.

Real Estate. (a) Section 5.14(a) of the Company Disclosure Schedule lists all real property owned by the Company and the Acquired Subsidiaries (the "OWNED REAL PROPERTY"). The Company owns Company, or the Acquired Subsidiaries as the case may be, has good, marketable, and possesses (a) good and valid leasehold interests in and insurable title to the Sites, (b) valid and subsisting easement interests and licenses in and to the Easements, and (c) interests in any other Owned Real Property, in each case free and clear of all Liens, encumbrances any Lien (excluding any mortgage or other exceptions deed of trust that has been previously disclosed to title, other than (iSource and reflected on the financial statements of Company and the Acquired Subsidiaries) as of the Closing Date, the Title Exceptions that would materially and (ii) as of any date thereafter, Permitted Liensadversely interfere with its present use. (b) With respect to the Owned Real Property: (i) there are no material leases, subleases, licenses, concessions or other material agreements or arrangements, written or oral, granting to any party or parties the right of use or occupancy of any material portion of the parcel of such Owned Real Property except in favor of the Company and the Acquired Subsidiaries; (ii) there are no outstanding options or rights of first refusal to purchase such Property, or any material portion thereof or material interest therein; and (iii) there are no parties (other than the Company and the Acquired Subsidiaries) in possession of a material portion of such Owned Real Property. (c) The Mortgage is leases, subleases and similar agreements and all amendments thereto under which the Company or any of the Acquired Subsidiaries lease real property (each, a valid first priority Lien on "COMPANY REAL PROPERTY LEASE") are in full force and effect, and have not been amended (except as disclosed to Source as set forth above) and neither the Company’s right, title and interest in the Mortgaged Property (including, without limitationCompany nor, to the extent permitted knowledge of the Company, any other party thereto is in material default or material breach thereunder. To the Company's knowledge, no event has occurred which, with the passage of time or the giving of notice or both, would cause a material breach of or material default by lawthe Company under any of such Company Real Property Leases and, to Company's knowledge, there is no material breach by any other party to the Company Real Property Leases. With respect to each piece of real property leased by the Company and the Acquired Subsidiaries (the "COMPANY LEASED PREMISES" and together with the Company Owned Property, the real property permits "COMPANY REAL PROPERTY"), the Company, to Company's knowledge, has valid and crossing rights)enforceable leasehold interests therein. The Company, or the Acquired Subsidiaries as the case may be, has good, marketable, and insurable leasehold interests to the Company Leased Premises, free and clear of all Liens, encumbrances and exceptions to title whatsoever, other than any Lien (a) as excluding any mortgage or deed of the Closing Date, the Title Exceptions and (b) as of any date thereafter, the Title Exceptions and Permitted Liens described in clause (a) or (b) of the definition thereof (to the extent the same are afforded priority over the Lien of the Mortgage by operation of law). (c) With regard to each of the Real Property Documents, (a) each such Real Property Document is valid and effective against the Company and, to the Company’s Knowledge, the counterparties thereto, in accordance with the terms thereof, (b) neither the Company, nor to the Company’s Knowledge, any of the counterparties thereto, is in breach or default under such Real Property Document, and (c) to the Company’s Knowledge, no event or circumstance has occurred or currently exists which, with notice or lapse of time or both, would become a default by the Company or the counterparties thereto under such Real Property Document. No notice of default under any Real Property Document trust that has been delivered previously disclosed to Source and reflected on the financial statements of Company or, to and the Company’s Knowledge, the counterparties theretoAcquired Subsidiaries) that would materially and adversely interfere with its present use. (d) The With respect to the Company Real Property, to Company's knowledge: (i) such Company Real Property is in good condition and repair, normal wear and tear excepted, and (ii) the Company has not received written notice from of (A) any condemnation proceeding with respect to any portion of such Company Real Property or any access thereto and, to the knowledge of the Company, no such proceeding has been commenced by any Governmental Authority or (B) any special assessment which may affect such Company Real Property and, to the knowledge of any pending or threatened proceeding to condemn or take by power of eminent domain or otherwisethe Company, no such special assessment has been commenced by any Governmental Authority, all or any material part of the Real Property or any interest therein. (e) None of the Mortgaged Property is subject to or encumbered by any option, right of first refusal or other contractual right or obligation to sell, assign or dispose of such Mortgaged Property or any interest therein.

Real Estate. (a) The Schedule 3.14 contains the legal descriptions and 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 the Company owns and possesses as of the date hereof (athe "Company Owned Properties"). There has been no real property (or any interest therein) owned by the Company within the past five years that is not owned as of the date of this Agreement. With respect to each such parcel of Company Owned Properties: (i) the Company has good and valid leasehold interests in and to the Sitesmarketable title, (b) valid and subsisting easement interests and licenses in and to the Easements, and (c) interests in any other Real Property, in each case free and clear of all Liensany covenants, encumbrances or other conditions, easements and exceptions to title, other than the Permitted Exceptions (i) as defined in Section 5.12), and of the Closing Date, the Title Exceptions any Lien other than liens for real estate taxes not yet due and payable; (ii) as 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 adequately; (iv) the buildings and 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 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 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 use or occupancy of any date thereafterportion of the Company Owned Properties, Permitted Liensand there are no parties (other than the Company) in possession of any of the Company Owned Properties; (vii) there are no outstanding options or rights of first refusal to purchase any of the Company Owned Properties or any portion thereof or interest therein; (viii) all facilities located on the Company 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 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 pending or threatened termination of such access; (x) all improvements, 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. (b) The Mortgage Schedule 3.14 sets forth a list of all leases, licenses or similar agreements to which Company is a party, which are for the use or occupancy of real estate owned by a third party ("Leases") (copies of which have previously been furnished to Level 8), in each case, setting forth (i) the lessor and lessee thereof and the commencement, date, term and renewal rights under each of the Leases, and (ii) the street address or legal description of each property covered thereby (the "Leased Premises"). The 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 material breach of or default under any of such leases. With respect to each such Leased Premises: (i) the Company has a valid first priority Lien on the Company’s right, title and leasehold interest in the Mortgaged Property (including, without limitation, to the extent permitted by law, the real property permits and crossing rights)Leased Premises, free and clear of all any Liens, encumbrances covenants and exceptions easements or title defects of any nature whatsoever; (ii) the portions of the buildings located on the Leased Premises that are used in the business of the Company are each in good repair and condition, normal wear and tear excepted, and are in the aggregate sufficient to title whatsoever, other than satisfy the Company's current and reasonably anticipated normal business activities as conducted thereat; (iii) each of the Leased Premises (a) as 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 Closing Date, the Title Exceptions business 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 conducted at such parcel; and (iv) the Company has not received notice of any date thereafter, the Title Exceptions and Permitted Liens described in clause (a) any condemnation proceeding with respect to any portion of the Leased Premises or any access thereto, and no such proceeding is contemplated by any Governmental Authority; or (b) of the definition thereof (to the extent the same are afforded priority over the Lien of the Mortgage by operation of law). (c) With regard to each of the Real Property Documents, (a) each such Real Property Document is valid and effective against the Company and, to the Company’s Knowledge, the counterparties thereto, in accordance with the terms thereof, (b) neither the Company, nor to the Company’s Knowledge, any special assessment which may affect any of the counterparties thereto, is in breach or default under such Real Property DocumentLeased Premises, and (c) to the Company’s Knowledge, no event or circumstance has occurred or currently exists which, with notice or lapse of time or both, would become a default by the Company or the counterparties thereto under such Real Property Document. No notice of default under any Real Property Document has been delivered to the Company or, to the Company’s Knowledge, the counterparties thereto. (d) The Company has not received written notice from any Governmental Authority of any pending or threatened proceeding to condemn or take by power of eminent domain or otherwise, special assessment is contemplated by any Governmental Authority, all or any material part of the Real Property or any interest therein. (e) None of the Mortgaged Property is subject to or encumbered by any option, right of first refusal or other contractual right or obligation to sell, assign or dispose of such Mortgaged Property or any interest therein.

Real Estate. (a) The Neither the Company owns and possesses (a) good and valid leasehold interests in and to the Sitesnor its Subsidiary owns, (b) valid and subsisting easement interests and licenses in and to the Easementsor has ever owned, and (c) interests in any other Real Property, in each case free and clear of all Liens, encumbrances or other exceptions to title, other than real property. (i) Section 4.20(b) of the Disclosure Letter identifies all leases and other arrangements (the “Real Property Leases”) under which, as of the Closing Datedate of this Agreement, the Title Exceptions Company or its Subsidiary uses, occupies, or has the right to use or occupy, now or in the future, any real property (the building space and other improvements covered by the Real Property Leases being collectively called the “Leased Real Property”). The Leased Real Property is the only real property occupied by the Company or its Subsidiary. (ii) Each Real Property Lease is valid, binding, in full force and effect, and enforceable in accordance with its terms (except as the enforceability thereof may be limited by bankruptcy, insolvency, moratorium, or similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity); all rent and other sums and charges payable by the Company or its Subsidiary as tenant thereunder are current and not delinquent; no notice of default or termination under any Real Property Lease is outstanding; neither the Company nor its Subsidiary (and, to the Company’s Knowledge, no other party) is in breach of any date thereafterof the Real Property Leases, Permitted Liensand no termination event or condition or uncured default on the part of the Company or its Subsidiary exists under any of the Real Property Leases and no event has occurred and no condition exists that constitutes or, with the giving of notice or the lapse of time or both, would constitute, such a default or termination event or condition. (biii) The Mortgage Company has provided to Buyer correct and complete copies of each Real Property Lease, and any estoppel certificates, subordination agreements or similar instruments that would preclude assertion of any claim by the tenant under any Real Property Lease, affect any of the tenant’s rights or obligations under any Real Property Lease, or otherwise be binding upon any successor to the Company’s, or its Subsidiary’s, position under any Real Property Lease. (iv) Except for the Real Property Leases, there is a valid first priority Lien on no lease (including any sublease) or occupancy agreement in effect with respect to any Leased Real Property. To the Company’s rightKnowledge, there is no pending or threatened proceeding regarding condemnation or other eminent domain proceeding affecting any Leased Real Property or any sale or other disposition of Leased Real Property in lieu of condemnation. The Company has good title and interest in the Mortgaged Property (including, without limitation, to the extent permitted leasehold estate and other rights of the tenant with respect to the property affected by law, the real property permits and crossing rights)each Real Property Lease, free and clear of all Liens, encumbrances and exceptions to title whatsoeverexcept for (i) Permitted Liens or (ii) any Lien on the applicable fee title, other than (a) as the payment or performance of which is not the responsibility of the Closing Date, Company or its Subsidiary as tenant under the Title Exceptions and (b) as of any date thereafter, the Title Exceptions and Permitted Liens described in clause (a) or (b) of the definition thereof (to the extent the same are afforded priority over the Lien of the Mortgage by operation of law)applicable Real Property Lease. (cv) With regard to each The use and occupancy by the Company and its Subsidiary of the Leased Real Property is in compliance in all material respects with all Applicable Legal Requirements. (vi) The consummation of the transactions contemplated by this Agreement will not constitute a default or event of default under any of the Real Property DocumentsLeases. (vii) Neither the Company nor its Subsidiary has contested any operating costs, (a) each such real estate taxes or assessments or other charges payable by the tenant under any Real Property Document is valid and effective against the Company andLease; there are no rights of first refusal, to the Company’s Knowledgefirst options, the counterparties thereto, in accordance with the terms thereof, (b) neither the Company, nor to the Company’s Knowledge, any of the counterparties thereto, is in breach or default under such Real Property Document, and (c) to the Company’s Knowledge, no event or circumstance has occurred or currently exists which, with notice or lapse of time or both, would become a default other rights held by the Company or its Subsidiary with respect to any Real Property Lease or the counterparties thereto under Leased Real Estate affected by such Real Property Document. No notice Lease that are not contained within the Real Property Lease; and neither the Company nor its Subsidiary has exercised any option or right to terminate, renew, or extend or otherwise affect the rights or obligations of default the tenant under any Real Property Document has been delivered to the Company or, to the Company’s Knowledge, the counterparties theretoLease. (d) The Company has not received written notice from any Governmental Authority of any pending or threatened proceeding to condemn or take by power of eminent domain or otherwise, by any Governmental Authority, all or any material part of the Real Property or any interest therein. (e) None of the Mortgaged Property is subject to or encumbered by any option, right of first refusal or other contractual right or obligation to sell, assign or dispose of such Mortgaged Property or any interest therein.

Real Estate. (a) The Company and/or its Subsidiaries owns and possesses (a) holds good and valid leasehold interests in and fee simple title to the Sites, property listed on Schedule 3.24(a) hereto (b) valid and subsisting easement interests and licenses in and to the Easements, and (c) interests in any other “Owned Real Property”), in each case together with all buildings, improvements and fixtures thereon and all appurtenances and rights thereto, free and clear of all Liens, encumbrances or other exceptions to title, any Encumbrances other than (i) as the Permitted Encumbrances. The Owned Real Property represents all of the Closing Date, real property owned by the Title Exceptions and (ii) as of any date thereafter, Permitted LiensCompany. (b) The Mortgage is a valid first priority Lien on None of the Company’s right, title the Seller, the Shareholder, or any Subsidiary has received any written notice or formal communication that the whole or any part of the Owned Real Property any proceedings for condemnation, eminent domain or other taking by any Governmental Authority and interest in to the Mortgaged Knowledge of the Company, no such condemnation or other takings is threatened. None of the Company, the Seller, or the Shareholder has received any formal notice from any Governmental Authority concerning any actual or contemplated public improvements made or to be made by any Governmental Authority, the costs of which are or could become special assessments against or an Encumbrance upon the Owned Real Property (including, without limitationand, to the extent permitted by law, the real property permits and crossing rights), free and clear of all Liens, encumbrances and exceptions to title whatsoever, other than (a) as Knowledge of the Closing DateCompany, the Title Exceptions and (b) as of any date thereafter, the Title Exceptions and Permitted Liens described in clause (a) or (b) of the definition thereof (to the extent the same are afforded priority over the Lien of the Mortgage by operation of law)no such public improvement is threatened. (c) With regard Other than Permitted Encumbrances, there are no contract rights, leases, subleases, licenses or other contracts, written or oral, granting to each any party the right of purchase, use or occupancy related to any portion of the Owned Real Property Documents, (a) each such Real Property Document is valid and effective against the Company and, to the Company’s Knowledge, the counterparties thereto, in accordance with the terms thereof, (b) neither the Company, nor to the Company’s Knowledge, any of the counterparties thereto, is in breach or default under such Real Property Document, and (c) to the Company’s Knowledge, no event or circumstance has occurred or currently exists which, with notice or lapse of time or both, would become a default by the Company or the counterparties thereto under such Real Property Document. No notice of default under any Real Property Document has been delivered to the Company or, to the Company’s Knowledge, the counterparties theretoProperty. (d) The Owned Real Property and the operation or maintenance thereof as operated and maintained by the Company has prior to the Closing Date do not: (i) violate any existing zoning law or other existing administrative regulation (including, but not received written notice from limited to, those relating to land use, building, fire, health and safety); or (ii) violate any Governmental Authority of any pending or threatened proceeding to condemn or take by power of eminent domain or otherwise, by any Governmental Authority, all existing restrictive covenant or any material part of the Real Property or any interest thereinexisting legal requirement. (e) None The Owned Real Property is supplied with utilities adequate for the use and operation of the Mortgaged Business as conducted by the Company as of the date hereof; and such utilities, to the Knowledge of the Company, extend to the Owned Real Property through legal rights of way or validly created easements. (f) There are no adverse or other parties in possession of the Owned Real Property, or any part thereof, except the Company or a Subsidiary of the Company. No party has been granted any license, lease or other right relating to the use or possession of the Owned Real Property or any part thereof. (g) There is subject no option to or encumbered by any optionpurchase, right of first offer, right of first refusal or other contractual provision granting any party any right or obligation to sell, assign or dispose of such Mortgaged acquire the Owned Real Property or any interest thereinportion thereof. (h) To the Knowledge of the Company, the Owned Real Property is not subject to any real property Tax increases or recapture of Taxes occasioned by retroactive revaluation, special assessments, changes in the land usage, or loss of any exemption or benefit status. (i) None of the Company, the Seller, the Shareholder, or any Subsidiary has entered into any contract or agreement affecting or impacting the Owned Real Property, which will bind the Buyer or the Owned Real Property on or after the Closing Date. (j) The buildings and other improvements on the Owned Real Property are usable in the ordinary course of business consistent with past practice, and conform to all applicable laws and regulations relating to their use and operation, excluding such minor failures to conform which, in the aggregate, have not had, and would not have, a Material Adverse Effect. (k) The Company has delivered to the Buyer a correct and complete copy of the most recent Abstractor’s Certificate related to the Owned Real Property. (l) The Company and or its Subsidiary, as applicable, has received all required Permits required in connection with its use of the Owned Real Property and all buildings, improvements and personal property thereon, except where a failure to obtain such Authorizations would not individually or in the aggregate have a Material Adverse Effect.

Real Estate. (ai) The Company owns does not own any real property or any interest therein except as set forth on Schedule 3.4(a)(i) (the "Owned Properties"), which Schedule sets forth the location and possesses size of, and principal improvements and buildings on, the Owned Properties. (aii) good Schedule 3.4(a)(ii) sets forth a list of all leases, licenses or similar agreements ("Leases") to which the Company is a party (copies of which have previously been furnished to the Purchaser), in each case, setting forth (1) the lessor and lessee thereof and the date and term of each of the Leases, (2) the legal description or street address of each property covered thereby, and (3) a brief description (including size and function) of the principal improvements and buildings thereon (the "Leased Premises"), all of which are within the property set-back and building lines of the respective property. The Leases are in full force and effect and have not been amended except as set forth on Schedule 3.4(a)(ii), 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 material breach of or default under any of such Leases. There is no breach or anticipated breach by any other party to such Leases. Except as set forth on Schedule 3.4(a)(ii), with respect to each such Leased Premises: (iii) the Company has valid leasehold interests in and to the SitesLeased Premises leased by it, (b) valid and subsisting easement which leasehold interests and licenses in and to the Easements, and (c) interests in any other Real Property, in each case are free and clear of all any Liens, encumbrances covenants and easements or other exceptions to title, other than title defects of any nature whatsoever; (iiv) as the portions of the Closing Datebuildings located on the Leased Premises that are used in the business of the Company are in functional repair and condition, normal wear and tear excepted, and are sufficient to satisfy the Title Exceptions Company's current and (ii) reasonably anticipated normal business activities as of any date thereafter, Permitted Liens.conducted thereat; (bv) The Mortgage is a valid first priority Lien on the Company’s right, title and interest in the Mortgaged Property (including, without limitation, to the extent permitted by law, the real property permits and crossing rights), free and clear of all Liens, encumbrances and exceptions to title whatsoever, other than Leased Premises: (a) as have 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 Closing Date, the Title Exceptions Company's respective business as presently conducted at such parcel; and (b) are served by all utilities in such quantity and quality as of any date thereafter, are sufficient to satisfy the Title Exceptions and Permitted Liens described in clause current normal business activities as conducted at such parcel; (vi) neither the Company nor the Shareholder has 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 by any Governmental Authority; or (b) of the definition thereof (to the extent the same are afforded priority over the Lien of the Mortgage by operation of law). (c) With regard to each of the Real Property Documents, (a) each such Real Property Document is valid and effective against the Company and, to the Company’s Knowledge, the counterparties thereto, in accordance with the terms thereof, (b) neither the Company, nor to the Company’s Knowledge, any special assessment which may affect any of the counterparties thereto, Leased Premises and no such special assessment is in breach or default under such Real Property Document, and (c) to the Company’s Knowledge, no event or circumstance has occurred or currently exists which, with notice or lapse of time or both, would become a default contemplated by the Company or the counterparties thereto under such Real Property Document. No notice of default under any Real Property Document has been delivered to the Company or, to the Company’s Knowledge, the counterparties thereto.Governmental Authority; (dvii) The Company has the legal descriptions for the parcels of Leased Properties describe such parcels fully and adequately; the buildings and improvements are located within the boundary lines of the described parcels of land, are not received written notice from any Governmental Authority in violation of any pending applicable setback requirements, local comprehensive plan provisions, zoning laws and ordinances (and none of the properties or threatened proceeding buildings or improvements thereon are subject to condemn "permitted non-conforming use" or take by power "permitted non-conforming structure" classifications), building code requirements, permits, licenses or other forms of eminent domain or otherwise, approval by any Governmental Authority, all or and do not encroach on any material part easement which may burden the land; the land does not serve any adjoining property for any purpose inconsistent with the use of the Real Property land; and the Leased Properties are not located within any flood plain (such that a mortgagee would require a mortgagor to obtain flood insurance) or subject to any interest therein.similar type restriction for which any permits or licenses necessary to the use thereof have not been obtained; and (eviii) None all facilities have received all approvals of Governmental Authorities (including licenses and permits) required in connection with the Mortgaged Property is subject to ownership or encumbered by any optionoperation thereof and have been operated and maintained in material compliance with applicable laws, right of first refusal or other contractual right or obligation to sellordinances, assign or dispose of such Mortgaged Property or any interest thereinrules and regulations.

Real Estate. (a) The Company owns Schedule 3.22(a) contains a true and possesses (a) good and valid leasehold interests in and correct description, including, to the SitesKnowledge of Company, (b) valid the correct name, address and subsisting easement interests and licenses in and to telephone number of the Easementsrespective landlord, of all real property leases, subleases, and occupancy agreements, together with any amendments thereto (c) interests in any other Real Propertythe "Leases"), in each case free and clear of all Liens, encumbrances or other exceptions with respect to title, other than (i) as all of the Closing Datereal property leased by Company, or leased by Parent and used or occupied in connection with the ROI Business (collectively, the Title Exceptions "Leased Property"), and (ii) all real property leased or subleased by Company, as lessor or sublessor, to third parties. True, complete and accurate copies of the 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 3.22(a), neither Parent nor Company has assigned its interest under any date thereafterLease, Permitted Liensor 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 nor, to the Knowledge of Company, any of the other parties to the Leases, is in default under any of the Leases, and no amount due under the Leases remains unpaid; to the Knowledge of Company, (i) 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 tenant improvement work and other alterations required to be performed by the lessor pursuant to the Lease. Except as otherwise set forth in Schedule 3.22(a), assuming receipt of all Required Consents no Lease or sublease will cease to be legal, valid, binding, enforceable and in full force and effect on terms identical to those currently in effect as a result of the consummation of the 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 landlord the right to terminate such Lease or sublease. (b) The Mortgage is a valid first priority Lien Except as set forth in Schedule 3.22(b), neither Parent nor Company has received any written notice from any insurance carrier regarding defects or inadequacies in the Leased Property which, if not corrected, would result in the termination in the insurance coverage thereof or an increase in the cost thereof. (c) All brokerage commissions and other compensation and fees payable by Company or Parent and relating to the Leases have been paid in full. (d) To the Knowledge of Company, all improvements on the Company’s rightLeased Property conform in all material respects to all applicable federal, title state and interest in the Mortgaged Property local laws, zoning, land use and building ordinances and health and safety ordinances (including, without limitation, to the extent permitted by law, the real property permits and crossing rightsAmericans with Disabilities Act), free and clear of all Liens, encumbrances and exceptions to title whatsoever, other than (a) as of the Closing Date, the Title Exceptions and (b) as of any date thereafter, the Title Exceptions and Permitted Liens described in clause (a) or (b) of the definition thereof (to the extent the same are afforded priority over the Lien of the Mortgage by operation of law). (c) With regard to each of the Real Property Documents, (a) each such Real Property Document is valid and effective against the Company and, to the Company’s Knowledge, the counterparties thereto, in accordance with the terms thereof, (b) neither the Company, Parent nor to the Company’s Knowledge, any of the counterparties thereto, is in breach or default under such Real Property Document, and (c) to the Company’s Knowledge, no event or circumstance has occurred or currently exists which, with notice or lapse of time or both, would become a default by the Company or the counterparties thereto under such Real Property Document. No notice of default under any Real Property Document has been delivered to the Company or, to the Company’s Knowledge, the counterparties thereto. (d) The Company has not received written notice from any Governmental Authority of any pending violations of such laws or threatened proceeding to condemn ordinances. All improvements on the Leased Property are in good condition and repair and have not suffered any casualty or take by power other material damage that has not been repaired in all material respects. To the Knowledge of eminent domain Company, there is no material latent or otherwisepatent structural, by any Governmental Authoritymechanical or other significant defect, all soil condition or any material part of deficiency in the Real Property or any interest thereinimprovements located on the Leased Property. (e) None of Parent does not hold fee title to any real property used in the Mortgaged Property is subject ROI Business, and Company does not hold fee title to or encumbered by any option, right of first refusal or other contractual right or obligation to sell, assign or dispose of such Mortgaged Property or any interest thereinreal property.

Real Estate. Without limiting the further covenants contained in the Security Documents, at all times, cause the Loan Parties to, or cause the applicable tenant to: (ai) The Company owns pay all real estate and possesses personal property taxes, assessments, water rates or sewer rents, ground rents, maintenance charges, impositions, and any other charges, including vault charges and license fees for the use of vaults, chutes and similar areas adjoining any Real Estate (aincluding any Collateral Property), now or hereafter levied or assessed or imposed against any Real Estate (including any Collateral Property) or any part thereof (except those which are being contested in good and valid leasehold interests faith by appropriate proceedings diligently conducted where the failure to pay any of the foregoing (x) in and the case of the Collateral Properties, would not be materially adverse to the Sites, (b) valid and subsisting easement interests and licenses in and to the EasementsSecured Parties, and (cy) interests in the case of any other Real PropertyEstate, in each case free and clear of all Liens, encumbrances or other exceptions would not reasonably be expected to title, other than (i) as of the Closing Date, the Title Exceptions and have a Material Adverse Effect); (ii) as promptly pay (or cause to be paid) when due all bills and costs for labor, materials, and specifically fabricated materials incurred in connection with any Real Estate (including any Collateral Property) (except those which are being contested in good faith by appropriate proceedings diligently conducted where the failure to pay any of the foregoing (x) in the case of the Collateral Properties, would not be materially adverse to the Secured Parties, and (y) in the case of any date thereafterother Real Estate, Permitted Liens.would not reasonably be expected to have a Material Adverse Effect), and in any event never permit to be created or exist in respect of any Real Estate (including any Collateral Property) or any part thereof any other or additional Lien or security interest other than Liens permitted hereunder; (biii) The Mortgage is a valid first priority Lien on the Company’s right, title and interest in the Mortgaged Property (including, without limitation, to the extent permitted by law, the real property permits and crossing rights), free and clear of all Liens, encumbrances and exceptions to title whatsoever, other than (a) as of the Closing Date, the Title Exceptions and (b) as of any date thereafter, the Title Exceptions and Permitted Liens described in clause (a) or (b) of the definition thereof (to the extent the same are afforded priority over the Lien of the Mortgage by operation of law). (c) With regard to each of operate the Real Property Documents, Estate (aincluding the Collateral Properties) each such Real Property Document is valid in a good and effective against the Company and, to the Company’s Knowledge, the counterparties thereto, workmanlike manner and in all material respects in accordance with all legal requirements in accordance with the terms thereofBorrower’s prudent business judgment, except where the failure to do so (bx) neither in the Companycase of the Collateral Properties, nor would not be materially adverse to the Company’s Knowledge, any of the counterparties thereto, is in breach or default under such Real Property DocumentSecured Parties, and (cy) to in the Company’s Knowledge, no event or circumstance has occurred or currently exists which, with notice or lapse case of time or bothany other Real Estate, would become not reasonably be expected to have a default by the Company or the counterparties thereto under such Real Property Document. No notice of default under any Real Property Document has been delivered to the Company or, to the Company’s Knowledge, the counterparties thereto.Material Adverse Effect; and (div) The Company has not received written notice from maintain, preserve and protect all Real Estate in a good and safe condition and promptly repair, replace or rebuild any Governmental Authority of any pending or threatened proceeding to condemn or take by power of eminent domain or otherwise, by any Governmental Authority, all or any material part of the Real Property Estate that becomes damaged, worn or dilapidated, or as otherwise required to comply with this Agreement, subject to any interest therein. (e) None casualty beyond the control of the Mortgaged Property is subject to or encumbered by any option, right of first refusal or other contractual right or obligation to sell, assign or dispose of such Mortgaged Property or any interest thereinBorrower and its Subsidiaries.

Real Estate. (a) The Company owns or one of its Subsidiaries is the owner of good, marketable and possesses (ainsurable fee title to the land described in Section 3.14(a) good and valid leasehold interests in of the Company Disclosure Letter and to all of the Sitesbuildings, structures and other improvements located thereon (b) valid and subsisting easement interests and licenses in and to collectively, the Easements, and (c) interests in any other "Owned Real Property, in each case free and clear of all Liens, encumbrances or other exceptions to title, other than (i) as of the Closing Date, the Title Exceptions and (ii) as of any date thereafter, Permitted Liens. (b) The Mortgage is a valid first priority Lien on the Company’s right, title and interest in the Mortgaged Property (including, without limitation, to the extent permitted by law, the real property permits and crossing rights"), free and clear of all Liens except for Permitted Liens. For purposes of this Agreement, encumbrances "Permitted Lien" means (i) Liens for Taxes not delinquent or the validity of which are being contested in good faith by appropriate proceedings and exceptions as to title whatsoeverwhich adequate reserves have been established on the Company's financial statements in accordance with GAAP consistently applied; (ii) statutory landlord's, mechanic's, carrier's, workmen's, repairmen's or other similar Liens arising or incurred in the ordinary course of business and securing amounts that are not past due and as to which adequate reserves have been established on the Company's financial statements in accordance with GAAP consistently applied; and (iii) other Liens arising in the ordinary course of business, other than liens for indebtedness or other monetary obligation, which do not (ax) as interfere in any material respect with the use or occupancy of the Closing Date, the Title Exceptions and (b) affected property as of any date thereafter, the Title Exceptions and Permitted Liens described in clause (a) currently used or operated or (by) of materially reduce the definition thereof (to the extent the same are afforded priority over the Lien of the Mortgage by operation of law). (c) With regard to each market value of the Real Property Documents, (a) each such below the fair market value the Real Property Document is valid and effective against the Company and, to the Company’s Knowledge, the counterparties thereto, in accordance with the terms thereof, would have had but for such encumbrance. (b) Section 3.14(b)(1) of the Company Disclosure Letter contains a true, correct and complete schedule of all leases, subleases, licenses and other agreements (including all modifications, amendments and supplements thereto) (collectively, the "Real Property Leases") under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy, now or in the future, any real property (the land, buildings and other real property improvements covered by the Real Property Leases being herein called the "Leased Real Property"), which schedule sets forth the date of and parties to each Real Property Lease, the date of and parties to each amendment, modification and supplement thereto, the term and renewal terms (whether or not exercised) thereof and a brief description of the Leased Real Property covered thereby. The Company has heretofore delivered to the Parent true, correct and complete copies of all Real Property Leases. Each Real Property Lease is valid, binding and in full force and effect. Except for the matters listed in Section 3.14(b)(2) of the Company Disclosure Letter (collectively, the "Permitted Leased Real Property Exceptions"), the Company or its Subsidiary, as applicable, holds the leasehold estate under and interest in each Real Property Lease free and clear of all Liens. There are no material disputes with respect to each Real Property Lease and except as disclosed in Section 3.14(b)(3) of the Company Disclosure Letter, neither the Company, nor nor, to the knowledge of the Company’s Knowledge, any of the counterparties theretoother party to each Real Property Lease, is in breach or default under such Real Property DocumentLease, and (c) to the Company’s Knowledge, no event or circumstance has occurred or currently failed to occur or circumstance exists which, with notice or lapse the delivery of notice, the passage of time or both, would become constitute such a default by breach or default, or permit the Company termination, modification or the counterparties thereto acceleration of rent under such Real Property DocumentLease. No notice Except as set forth in Section 3.14(b)(4) of default the Company Disclosure Letter, no consent by the landlord or other third party under any of the Real Property Document has been delivered Leases is required in connection with the consummation of the transactions contemplated herein and each of the Real Property Leases will continue to be in full force and effect on identical terms following the Closing. Except as disclosed in Section 3.14(b)(5) of the Company or, to the Company’s KnowledgeDisclosure Letter, the counterparties theretoCompany or its Subsidiary has non-disturbance agreements with the landlord's lender with respect to each Real Property Lease. (c) All of the land, buildings, structures and other improvements and all appurtenances thereto used by each of the Company and its Subsidiaries in the conduct of its business are included in the Owned Real Property and the Leased Real Property. The Leased Real Property and the Owned Real Property are hereinafter collectively referred to as the "Real Property." (d) The Section 3.14(d) of the Company has not received written notice from Disclosure Letter contains a true, correct and complete schedule of all material leases, subleases, licenses and other agreements (including all modifications, amendments and supplements thereto) (collectively, the "Space Leases") granting to any Governmental Authority of any pending or threatened proceeding to condemn or take by power of eminent domain or otherwise, by any Governmental Authority, all person other than the Company or any material part of its Subsidiaries any right to the possession, use, occupancy or enjoyment of the Real Property or any interest thereinportion thereof. The Company has heretofore delivered to the Parent true, correct and complete copies of all Space Leases. (e) None Neither the Company nor any of the Mortgaged Property its Subsidiaries owns or holds, or is subject to obligated under or encumbered by a party to, any option, right of first refusal refusal, right of first offer or other contractual right or obligation to sellpurchase, assign acquire, sell or dispose of such Mortgaged the Real Property or any portion thereof or interest therein. (f) All buildings, structures, fixtures, building systems and equipment included in the Real Property (the "Structures") are in reasonably good condition and repair in all material respects and sufficient for the operation of the business of the Company, subject to reasonable wear and tear and subject to replacements and upgrades of fixed assets consistent with the Company's capital expenditures budget and in the ordinary course of business. There are no facts or conditions affecting any of the Structures which would interfere in any material respect with the use or occupancy of the Structures or any portion thereof in the operation of the business of the Company. (g) Neither the Company nor any of its Subsidiaries has received notice or has knowledge of any pending, threatened or contemplated condemnation proceeding affecting the Real Property or any part thereof or of any sale or other disposition of the Real Property or any part thereof in lieu of condemnation. (h) The present use of the land and Structures on the Real Property are in conformity in all material respects with all applicable laws, rules, regulations and ordinances, including all applicable zoning laws, land use laws and restrictions, building codes, setback requirements, ordinances and regulations and with all registered deeds, restrictions of record, reciprocal easement agreements or other agreements affecting such Real Property, and neither the Company nor any of its Subsidiaries has knowledge of any proposed change therein that would so affect any of the Real Property or its use and neither the Company nor any of its Subsidiaries has knowledge of any violation thereof. To the Company's or any applicable Subsidiary's knowledge, there exists no conflict or dispute with any regulatory authority or other Person relating to any Real Property or the activities thereon which would be reasonably likely to result in a Material Adverse Effect. No damage or destruction has occurred with respect to any of the Real Property that would reasonably be expected to result in a Material Adverse Effect. (i) Section 3.14(i) of the Company Disclosure Letter sets forth a list of all construction and material alteration projects currently ongoing with respect to any Real Property (the "Construction Projects"). The Construction Projects are proceeding in a workmanlike fashion in compliance in all material respects with all applicable laws, rules, regulations and ordinances, and, to the Company's knowledge, there are no facts or conditions affecting any of the Construction Projects which would interfere in any significant respect with the completion of the Construction Projects, or the use, occupancy or operation thereof, which interference would reasonably be expected to result in a Material Adverse Effect. No Construction Project or portion thereof is dependent for its access, operation or utility on any land, building or other improvement not included in the Real Property.

Real Estate. (a) The Neither the Company nor any Subsidiary of the Company owns and possesses (a) good and valid leasehold interests in and to real property as of the Sites, date of this Agreement. (b) Section 5.15(b) of the Company Disclosure Schedule sets forth the address of all real property in which the Company or any Subsidiary holds a leasehold or subleasehold estate (the “Leased Real Property”, and the leases or subleases for such Leased Real Property being referred to as the “Leases”). The Company has delivered to Parent a true and complete copy of each of the Leases. Each Lease creates a valid leasehold interest in the Leased Real Property to which it applies and subsisting easement interests is in full force and licenses effect in all respects and the Company or any Subsidiary is entitled to the Easementsbenefit of such Lease in accordance with its terms, with such exceptions as are not material and (c) do not interfere with the use of the such premises. Such leasehold interests in any other Real Property, in each case are free and clear of all Liens, encumbrances or other exceptions to title, other than except (i) as of the Closing DateLiens for current taxes and assessments not yet due, the Title Exceptions and (ii) inchoate mechanics’ and materialmen’s Liens for construction in progress, (iii) workmen’s, repairmen’s, warehousemen’s and carriers’ Liens arising in the ordinary course of business of the Company or any Subsidiary consistent with past practice, and (iv) all Liens and other imperfections of title (including matters of record) and encumbrances that do not materially interfere with the conduct of the business of the Company and the Subsidiaries, taken as of any date thereaftera whole, Permitted Liens. (b) The Mortgage is or as have not had, or would not be reasonably likely to have, a valid first priority Lien on Material Adverse Effect. To the Company’s right, title and interest in the Mortgaged Property (including, without limitation, to the extent permitted by law, the real property permits and crossing rights), free and clear of all Liens, encumbrances and exceptions to title whatsoever, other than (a) as of the Closing Date, the Title Exceptions and (b) as of any date thereafter, the Title Exceptions and Permitted Liens described in clause (a) or (b) of the definition thereof (to the extent the same are afforded priority over the Lien of the Mortgage by operation of law). (c) With regard to each of the Real Property Documents, (a) each such Real Property Document is valid and effective against the Company and, to the Company’s Knowledge, the counterparties thereto, in accordance with the terms thereof, (b) neither the Company, nor to the Company’s Knowledge, any of the counterparties thereto, is in breach or default under such Real Property Document, and (c) to the Company’s Knowledgeknowledge, no event or circumstance has occurred which either entitles, or currently exists whichwould, with on notice or lapse of time or both, would become a default entitle any other party to any Lease to terminate such Lease prior to its scheduled term. Section 5.15(b) of the Company Disclosure Schedule sets forth any consents, waivers or other approvals required to be obtained by the Company or the counterparties thereto under such Real Property Document. No notice of default under any Real Property Document has been delivered to the Company or, to the Company’s Knowledge, the counterparties thereto. (d) The Company has not received written notice from any Governmental Authority of any pending or threatened proceeding to condemn or take by power of eminent domain or otherwise, by any Governmental Authority, all or any material part as a result of the Real Property or any interest therein. (e) None consummation of the Mortgaged Property is subject to or encumbered by any option, right of first refusal or other contractual right or obligation to sell, assign or dispose of such Mortgaged Property or any interest thereinOffer and the Merger so that the Leases will continue in accordance with their terms following the Merger.