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) 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. Schedule 3.20 sets forth a list and -------------------------- summary description of (ai) The Company owns all real property owned by any of the SUBSIDIARIES 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 titlebuildings located thereon, other than real property acquired through salvage or subrogation (i) as of the Closing Date, the Title Exceptions and "OWNED REAL PROPERTY"); (ii) as all material leases, subleases or other agreements under which any of the SUBSIDIARIES is the lessor or lessee of any date thereafterreal property; (iii) all material options held by any of the SUBSIDIARIES, Permitted Liens.and all material contractual obligations thereof, to purchase or acquire any interest in real property; and (iv) all material contractual obligations of any of the SUBSIDIARIES to sell or dispose of any interest in real property. Except for PERMITTED EXCEPTIONS and except as otherwise set forth in Schedule 3.20: (b1) The Mortgage is a valid first priority Lien on One of the Company’s right, SUBSIDIARIES owns fee simple title and interest in the Mortgaged Property (including, without limitation, to the extent permitted by lawOWNED REAL PROPERTY; (2) One of the SUBSIDIARIES has good, valid and marketable title to the real property permits and crossing rights)OWNED REAL PROPERTY, free and clear of all Lienstitle defects or objections, liens, claims, encumbrances, charges, security interests or other encumbrances and exceptions to title of any nature whatsoever, including, without limitation, leases, chattel mortgages, pledges, conditional sales contracts, collateral security arrangements, and other title or interest retention arrangements, and the OWNED REAL PROPERTY is not subject to any right of way, easement (other than easements of record), building use restriction, exception, variance, reservation or limitation or any nature whatsoever; (a3) as There are no options, rights of first refusal or contracts of sale affecting the fee title in the OWNED REAL PROPERTY; (4) There is no pending or, to SELLER'S KNOWLEDGE, threatened condemnation of all or any portion of the Closing DateOWNED REAL PROPERTY; (5) All improvements now situated on the OWNED REAL PROPERTY are completely within the boundaries of the same, and none of the Title Exceptions SUBSIDIARIES has received, and to SELLER'S KNOWLEDGE there is no, claim from or by any PERSON alleging or claiming that any portion of the OWNED REAL PROPERTY or the improvements, fixtures, equipment or personal property on the OWNED REAL PROPERTY encroaches upon any real property, easement, or right of way held by any PERSON; (b6) as SELLER has made available to PURCHASER true and correct copies of surveys and appraisals in the possession of any date thereafterof ANTHEM, SELLER, and the Title Exceptions SUBSIDIARIES, if any, relating to or affecting the OWNED REAL PROPERTY; (7) The use for which the OWNED REAL PROPERTY is now being used does not violate any applicable zoning, and Permitted Liens described the continued use thereof as currently being used will not violate any subdivision, deed or other restriction; and (8) All leases set forth on Schedule 3.20 are valid, binding and enforceable in clause (a) or (b) of the definition thereof (accordance with their terms, except to the extent the same that such enforcement may be subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors' rights and remedies generally, and are afforded priority over the Lien of the Mortgage in full force and effect; there are no existing defaults 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, SUBSIDIARIES thereunder; and (c) to the Company’s Knowledge, no event or circumstance of default has occurred which (whether with or currently exists whichwithout notice, with notice or lapse of time or both, the happening or occurrence of any other event) would become constitute a material default thereunder by any of 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 SUBSIDIARIES 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 otherwiseSELLER'S KNOWLEDGE, by any Governmental Authority, all or any material part of the Real Property or any interest thereinother party thereto. (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 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. (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 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. (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 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. (ai) The Company owns Schedule 5.1(q)(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(q)(i) (all of the title reports referenced in Schedule 5.1(q)(i) being referred to collectively as the “Title Reports” and all of the surveys referenced in Schedule 5.1(q)(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. Table of Contents (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(q)(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(q)(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(q)(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 thereto. (d) The Company has not received written notice from any Governmental Authority zoning or rezoning 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 thereinProperty. (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) 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 Companies do 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 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 3.13(B) sets forth a list of all leases, licenses or similar agreements ("Leases") to which any of the Mortgaged Property Companies is subject a party (copies of which have previously been furnished to AVS), in each case setting forth (A) the lessor and lessee thereof and the date and term of each of the Leases, and (B) the legal description, including street address, 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 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) Each of the Companies 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 improvements or obligation portions thereof located on the Leased Premises that are used in the business of each of the Companies are each in good repair and condition, normal wear and tear excepted, and are in the aggregate sufficient to sellsatisfy each of the Companies' current and reasonably anticipated (for the twelve months following the Effective Date) normal business activities as conducted thereat; (iii) Each of the Leased Premises (a) has such access to public roads as is sufficient to satisfy the current and reasonably anticipated (for the twelve months following the Effective Date), assign or dispose normal transportation requirements of each of the Companies' 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 of the Companies has received notice of (a) any condemnation proceeding with respect to any portion of the Leased Premises or any interest thereinaccess thereto, and, to the knowledge of the Companies and the Shareholders, no such proceeding is contemplated by any Governmental Authority; or (b) any special assessment which may affect any of the Leased Premises, and, to the knowledge of the Companies and the Shareholders, no such special assessment is contemplated by any Governmental Authority.

Real Estate. (a) The Section 3.23(a) of the Disclosure Schedule contains a complete and accurate list of all real property that is owned by the Company owns or any of the Non-Biofuels Subsidiaries and possesses (a) good used, or held for use, in the LC Business or owned by any of the Biofuels Subsidiaries and valid leasehold interests in all appurtenances, easements and to the Sites, (b) valid and subsisting easement interests and licenses in and to the Easementsother rights related thereto, and (c) interests in any all buildings and other Real Propertyimprovements located thereon, 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, the ▇▇▇▇▇▇▇▇ Facility (collectively, the “Owned Real Estate”). The Company or one of its Subsidiaries holds good and marketable title to the extent permitted by law, the real property permits and crossing rights)Owned Real Estate, free and clear of all Liens, encumbrances and exceptions to title whatsoever, Encumbrances other than (a) as Permitted Encumbrances. None of the Closing DatePermitted Encumbrances on the Owned Real Estate renders title to the Owned Real Estate unmarketable or are being violated by the Company or any of its Subsidiaries or will unreasonably interfere with the use of the Owned Real Estate. Neither the Company nor any of its Subsidiaries has leased or otherwise granted to any Person the right to use or occupy such Owned Real Estate or any portion thereof. There are no outstanding options, the Title Exceptions and rights of first offer or rights of first refusal to purchase such Owned Real Estate or any portion thereof or interest therein. (b) as of any date thereafter, the Title Exceptions and Permitted Liens described in clause (a) or (bSection 3.23(b) of the definition thereof Disclosure Schedule contains a complete and accurate list of all real property that is leased or subleased by the Company or any of its Subsidiaries as lessee or sublessee and, in the case of the Company or any Non-Biofuels Subsidiary, used, or held for use, in the LC Business, including, but not limited to, (i) any leases or subleases relating to the extent offices and research and development facility located in San Diego, California, (ii) any leases or subleases relating to the same are afforded priority over office facility located at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇, and (iii) any lease or sublease relating to the Lien apartment located at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ (the “Leased Real Estate” and, together with the Owned Real Estate, the “Real Estate”). Except as set forth in Section 3.23(b) of the Mortgage by operation of law). (c) With regard Disclosure Schedule, with respect to each lease or sublease agreement for the Leased Real Estate: (i) to the Knowledge of the Company, such lease or sublease is legal, valid, binding, enforceable and in full force and effect; (ii) the Contemplated Transactions do not require the consent of any other party to such lease or sublease (except for any required landlord or subtenant consent), will not result in a breach of or default under such lease or sublease, and will not otherwise cause such lease or sublease to cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing; (iii) neither the Company’s nor any Subsidiary’s possession and quiet enjoyment of the Leased Real Property Documents, (a) each Estate under such Real Property Document is valid and effective against the Company lease or sublease has been disturbed and, to the Company’s Knowledge, the counterparties thereto, in accordance with the terms thereof, (b) neither Knowledge of the Company, nor there are no disputes with respect to such lease or sublease; (iv) to the Company’s Knowledge, any Knowledge of the counterparties theretoCompany, neither the Company nor any Subsidiary, nor any other Person party to such lease or sublease, is in breach of or default under such Real Property Documentlease or sublease; and, and (c) to the Knowledge of the Company’s Knowledge, no event or circumstance has occurred or currently circumstance exists whichthat, 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 lease or sublease; (v) to the Knowledge of the Company, no security deposit or portion thereof deposited with respect to such lease or sublease has been applied in respect of a breach of or default by under such lease or sublease that has not been redeposited in full; (vi) neither the Company nor any Subsidiary owes, or will owe in the future, any brokerage commissions or finder’s fees with respect to such lease or sublease; (vii) the other Person party to such lease or sublease is not an Affiliate of, and otherwise does not have any economic interest in, the Company or any Subsidiary; (viii) neither the counterparties thereto under Company nor any Subsidiary has subleased, licensed or otherwise granted any Person the right to use or occupy the Leased Real Estate or any portion thereof other than the San Diego Sublease; (ix) neither the Company nor any Subsidiary has collaterally assigned or granted any other Encumbrance (other than Permitted Encumbrances) in such lease or sublease or any interest therein other than the San Diego Sublease; and (x) there are no material understandings, oral or written, nor any course of dealings established between the parties of any sublease or lease which vary in any material respect with the rights or obligations of the parties thereto. Other than the leases and subleases for the Leased Real Property DocumentEstate, there are no agreements, leases, tenancies, guaranties, licenses or assignments with respect to any real property or premises which would become an obligation or be binding upon or enforceable against Purchaser or any Biofuels Subsidiary after Closing. (c) The improvements on the Real Estate (other than the ▇▇▇▇▇▇▇▇ Facility) are in good operating condition and repair (awnings and ordinary wear and tear excepted). The improvements on the ▇▇▇▇▇▇▇▇ Facility are being conveyed in their current as-is condition and without any representation or warranty. With respect to the Leased Real Estate, there are no material capital expenditures that the Company or any of its Subsidiaries has deemed necessary to conduct of the LC Business as currently conducted. No notice of default under any Real Property Document lienable work has been delivered performed on any of the Real Estate (other than the ▇▇▇▇▇▇▇▇ Facility) for which payment has not been made in full. With respect to the Leased Real Estate, no improvements completed by or on behalf of the Company or any Subsidiary constituting a part of the Leased Real Estate encroach on real property not owned by or leased to the Company or any Subsidiary or on set-back other restricted areas pursuant to zoning codes or other applicable agreements. With respect to the Leased Real Estate, all improvements completed by or on behalf of the Company or any Subsidiary have received all approvals of applicable Governmental Authorities (including Permits, all of which have been fully paid for and are in full force and effect) required in connection with the ownership or operation thereof. With respect to the Leased Real Estate, none of the improvements completed by or on behalf of the Company or any Subsidiary are in violation of any use or occupancy restriction, limitation, condition or covenant of record or any applicable zoning or building Law or public utility or other easement, and, to the Knowledge of the Company, there are no violations of any applicable zoning or building Law relating to such improvements that remains unresolved. There are no (i) contracts for services currently affecting the Real Estate except as set forth in Section 3.23(c) of the Disclosure Schedule, (ii) challenges or appeals pending, or, to the Knowledge of the Company’s Knowledge, threatened regarding the amount of the Taxes on, or the assessed valuation of, the counterparties thereto. (d) The Real Estate, and neither the Company nor any Subsidiary has not received written notice from entered into any special arrangements or agreements with any Governmental Authority of any with respect thereto, (iii) condemnation proceedings pending or threatened proceeding or, to condemn or take by power of eminent domain or otherwise, by any Governmental Authority, all or any material part the Knowledge of the Company, threatened with respect to the Real Property Estate, or any interest therein. (eiv) None outstanding options, rights of the Mortgaged Property is subject to or encumbered by any optionfirst offer, right rights of first refusal or other contractual right or obligation contracts to sell, assign or dispose of such Mortgaged Property purchase any Real Estate or any interest thereinportion thereof, except as set forth in Section 3.23(c) of the Disclosure Schedule and as provided in the San Diego Sublease.

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 Section 7.09(a) of the Disclosure Schedule sets forth a true and possesses (a) good complete list 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 legal description of all LiensReal Property owned by Seller and which Seller currently owns, encumbrances utilizes or other exceptions to title, other than (i) as requires in the operation of the Closing DateBusiness. Seller represents and warrants to Purchaser that it neither leases any Real Property to any third party, the Title Exceptions and (ii) as of nor leases any date thereafter, Permitted LiensReal Property from any third party. (b) The Mortgage Real Property is a valid first priority Lien on serviced by all utilities utilized or necessary for the Company’s righteffective operations of the Business and have not, title and interest during the last two years, experienced any material interruption in the Mortgaged Property delivery of any utilities (includingincluding electricity, without limitationnatural gas, potable water, water for cooling or similar purposes and fuel oil, but excluding any electricity interruption due to storm damage) or other public services, including sanitary and industrial sewer services, utilized or required by Seller 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, Business at 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)Real Property. (c) With regard to each Except as set forth in Section 7.09(c) of the Disclosure Schedule, no condemnation or eminent domain proceedings have been initiated by service of process on Seller which relate to the Real Property DocumentsProperty, (a) each and no such Real Property Document is valid and effective against the Company andproceedings are, to the Company’s Knowledgeknowledge of Seller, the counterparties thereto, in accordance threatened or have been filed by any relevant Governmental Authority with the terms thereof, (b) neither the Company, nor respect 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 Company Seller is not in default, in any material respect, under and 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 otherwisebreached, by any Governmental Authority, all or in any material part of respect, and the Real Property does not violate, and no event has occurred or is continuing which with notice or the passage of time, or both, would constitute a default or breach, in any material respect, by Seller under, any Permitted Real Estate Encumbrances, or any interest thereincovenants, restrictions, rights-of-way, licenses, agreements or easements affecting title to or relating to the use of the Properties, and no such covenants, restriction, right-of-way, license, agreement or easement has impaired in any material way the right of Seller to operate the Business at the Real Property, nor has Seller received any written notice or have any knowledge of any fence dispute, boundary dispute, boundary line question, water dispute or drainage dispute concerning or affecting the Real Property. (e) None Section 7.09(e) of the Mortgaged Property is subject Disclosure Schedule sets forth any permits and licenses previously obtained by Seller to or encumbered by any option, right expand the operation of first refusal or other contractual right or obligation the Casino on the vacant land adjacent to sell, assign or dispose the current site of such Mortgaged Property or any interest thereinthe Casino.

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. 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. (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 Kell▇▇▇▇▇), ▇n 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 Kell▇▇▇▇▇ ▇▇▇h 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 Kell▇▇▇▇▇ ▇▇▇t 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) 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 estate. (b) The Mortgage SCHEDULE 5.14(B) 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 AVS), in each case setting forth (A) the lessor and lessee thereof and the date and term of each of the Leases, (B) the 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, 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. With respect to each such Leased Premises: (i) The Company has valid first priority Lien on the Company’s right, title and interest leasehold interests in the Mortgaged Property (includingLeased Premises, 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 to easements or title defects of any nature whatsoever, other than except for landlord Liens that arise by operation of law (none of such Liens presently exist); (ii) Except for the Leased Premises that is presently in the process of a build out, the improvements or portions thereof 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 threat; (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 Company's business as presently conducted at such parcel; and (b) is 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 (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).current normal business activities as conducted at such parcel; and (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. (div) The Company has not received written notice from of (a) any Governmental Authority condemnation proceeding with respect to any portion of the Leased Premises or any pending or threatened access thereto, and, to the knowledge of the Shareholders no such 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 no such special assessment is, to the knowledge of the Mortgaged Property is subject to or encumbered Shareholders, 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 Company owns and possesses SECTION 5.8(a) of the Cable Due Diligence Schedules sets forth the address of each parcel of real property owned or leased by Cable (aif such property is presently or historically used in the operations of Cable or otherwise necessary for the operation of Cable). Except as otherwise set forth on SECTION 5.8(a) good and valid leasehold interests in and of the Cable Diligence Schedules, with respect to the Sites, each such parcel of owned real property: (bi) valid and subsisting easement interests and licenses in and to the Easements, and (c) interests in any other Real Property, in each case such parcel is free and clear of all Liens, encumbrances or other exceptions to title, other than (i) as of except for the Closing Date, the Title Exceptions Cable Permitted Real Estate Liens and Cable Permitted Ownership Liens; (ii) as there are no leases, subleases, licenses, tenancies, concessions, or other agreements, written or oral, granting to any Person the right of use or occupancy of any date thereafterportion of such owned real property; and (iii) there are no outstanding actions, Permitted Liensrights of first refusal or options to purchase such parcel. (b) The Mortgage All leases of real property leased or subleased by or for the use or benefit of Cable and all leases of real property as to which Cable is a valid first priority Lien on the Company’s rightlessee or sublessee, title and interest in the Mortgaged Property all amendments and modifications thereof (including, without limitation, to the extent permitted by lawcollectively, the real property permits and crossing rights“LEASES”), 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 (bare listed on SECTION 5.8(b) of the definition Cable Due Diligence Schedules, and true, correct and complete copies thereof (have been made available to the extent the same USAB. All such Leases are afforded priority over the Lien of the Mortgage valid, binding and in full force and effect and are enforceable 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, Cable in accordance with the their terms thereof(except as such enforceability may be affected by bankruptcy, (breorganization, moratorium or similar Laws generally affecting creditors’ rights and by general principles of equity or public policy limitations) neither the Company, nor to the Company’s Knowledge, any and have not been modified or amended except as noted in SECTION 5.8(b) of the counterparties thereto, is in Cable Due Diligence Schedules; Cable has performed all material obligations required to be performed by it under each such Lease; and there has been no material breach or default under any such Real Property DocumentLeases by Cable, and (c) or, to the Company’s Knowledgeknowledge, no event any other party thereto, nor any such breach or circumstance has occurred or currently exists whichdefault by Cable or, to knowledge, any other party thereto which with notice or lapse of time or both, both would become constitute a default by the Company or the counterparties thereto under such Real Property Document. No notice material event of default under any Real Property Document has been delivered to the Company or, to the Company’s Knowledge, the counterparties theretothereunder. (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) Schedule 3.13(a) sets forth a summary description of the Real Property owned by the Company and the Subsidiaries and identifies any known conflicts between the present or contemplated use of any such Real Property and the current zoning of such Real Property. All structures and other improvements on such Real Property are within the lot lines and do not encroach on the properties of any other Person, except for such encroachments as would not individually or in the aggregate have a Material Adverse Effect. The Company owns and possesses the Subsidiaries own, lease or possess sufficient rights of use with respect to all Real Estate necessary to continue to operate their business as currently conducted, in all material respects. Except as shown on Schedule 3.13 (a) good and valid leasehold interests in except for property taxes due by year end, as of the date hereof, neither the Company nor any Subsidiary has received any written or oral notice for assessments for public improvements against the Real Property which remains unpaid, and to the Sitesknowledge of the Company, (b) valid and subsisting easement interests and licenses in no such assessment has been proposed. Except as set forth on Schedule 3.13(a), there is no pending condemnation, expropriation, eminent domain or similar proceeding affecting all or any portion of any of the Real Estate and to the EasementsCompany's knowledge, 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 Liensno such proceeding is threatened. (b) The Mortgage is Company and each Subsidiary has obtained all authorizations, Permits, easements, and rights of way ("Access Rights"), which are necessary to ensure continued uninterrupted (1) vehicular and pedestrian ingress and egress to and from the Real Estate and (2) continued use, operation, maintenance, repair and replacement of all existing and currently committed water lines used by the Company and each Subsidiary in connection with their respective businesses, except as would not individually or in the aggregate have a valid first priority Lien on Material Adverse Effect. All Access Rights are in full force and effect, except as would not individually or in the aggregate have a Material Adverse Effect. Except as set forth in Schedule 3.13(b), and except for such breaches which, individually or in the aggregate, do not have a Material Adverse Effect, none of the Subsidiaries are in breach or default under the easement rights and rights of way enjoyed by the Company or the Subsidiaries, and to the knowledge of the Company’s right, title none of the grantors of such rights are in breach or default thereunder. There are no restrictions on entrance to or exit from the Real Estate to adjacent public streets, and interest in no conditions exist which will or with the Mortgaged Property (including, without limitation, to the extent permitted by lawgiving of notice, the real property permits and crossing rights)passage of time or both, free and clear of all Liens, encumbrances and exceptions could reasonably be expected 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)have a Material Adverse Effect. (c) With regard to each Except as disclosed in Schedule 3.13(c), neither the Company nor any Subsidiary has received any notices, oral or written, from any Authority that the assessed value of the Real Property DocumentsEstate has been determined to be greater than that upon which county, (a) township or school tax was paid for the 1997 tax year applicable to each such tax, or that any municipal assessment has been proposed by any Authority affecting 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, (b) neither Estate or from any insurance carrier of the Company, nor any Subsidiary or its Affiliates of fire hazards with respect to the Company’s KnowledgeReal Estate, any of the counterparties thereto, is in breach except where such increased assessed value 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, municipal assessment would become not 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 theretoMaterial Adverse Effect. (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 of the Effective Time, the Real Property or any interest therein. (e) None Estate will be adequate to operate the businesses 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 thereinCompany and the Subsidiaries consistent with past practice.

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. (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 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 at Closing will not own any parcels of real property. Schedule 3.13 sets forth (a) The Company owns and possesses a list of all leases, licenses or similar agreements (a"Real Property Leases") good and valid leasehold interests in and copies of which have previously been furnished to the SitesNations), (b) valid the lessor and subsisting easement interests lessee thereof and licenses in the date and to term of each of such leases, (c) the Easementslegal description, if known, including street address, of each property covered thereby (the "Leased Premises"), and (cd) interests a brief description (including size and function) of the principal improvements and buildings thereon. The Real Property Leases are in full force and effect and have not been amended, and no party thereto is in default or breach under any such Lease. No event has occurred which, with the passage of time or the giving of notice or both, would cause a breach of or default by the Company under any of such leases and there is no breach or anticipated breach by any other Real Property, in party to such leases. With respect to each case free and clear of all Liens, encumbrances the Leased Premises: (I) the Company has valid leasehold interests or other exceptions to title, other than (i) as 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 or any covenants, easements or title defects known to or created by the Company, except as do not affect the occupancy or uses of such properties; (ii) the portions of the buildings located on the Leased Premises that are used in the business of the Company are within the property setback and exceptions building lines of the respective property, are in good repair and condition, normal wear and tear excepted, and are in the aggregate sufficient to title whatsoever, other than satisfy the Company respective 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 Company respective business as presently conducted at such parcel; and (b) is served by all utilities in such quantity and quality as are sufficient to satisfy the current normal business activities as conducted at such parcel; and (iv) the Company has not received 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 to the knowledge of the Company 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 Document, Leased Premises and (c) to the Company’s Knowledge, no event or circumstance has occurred or currently exists which, with notice or lapse knowledge of time or both, would become a default by the Company or and the counterparties thereto under Shareholders no 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. The Company does not own any parcels of real property. Schedule 3.13 sets forth (a) The Company owns and possesses a list of all leases, licenses or similar agreements (a"Real Property Leases" ) good and valid leasehold interests in and copies of which have previously been furnished to the SitesNations), (b) valid the lessor and subsisting easement interests lessee thereof and licenses in the date and to term of each of such leases, (c) the Easementslegal description, if known, including street address, of each property covered thereby (the "Leased Premises"), and (cd) interests a brief description (including size and function) of the principal improvements and buildings thereon. The Real Property Leases are in full force and effect and have not been amended, and no party thereto is in default or breach under any such Lease. No event has occurred which, with the passage of time or the giving of notice or both, would cause a breach of or default by the Company under any of such leases and there is no breach or anticipated breach by any other Real Property, in party to such leases. With respect to each case free and clear of all Liens, encumbrances the Leased Premises: the Company has valid leasehold interests or other exceptions to title, other than (i) as 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 or any covenants, easements or title defects known to or created by the Company, except as do not affect the occupancy or uses of such properties; the portions of the buildings located on the Leased Premises that are used in the business of the Company are within the property setback and exceptions building lines of the respective property, are in good repair and condition, normal wear and tear excepted, and are in the aggregate sufficient to title whatsoever, other than satisfy the Company' respective normal business activities as conducted thereat; 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 Company' respective business as presently conducted at such parcel; and (b) is served by all utilities in such quantity and quality as are sufficient to satisfy the current normal business activities as conducted at such parcel; and the Company has not received 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, 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 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, 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 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 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 ▇▇▇▇▇▇, 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 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 None 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 Companies owns 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 each of the Mortgaged Property Companies is subject 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 Northeast), in each case, setting forth (A) the lessor and lessee thereof and the commencement date, term and renewal rights of each of the Leases, and (B) the street address or encumbered legal description of each property covered thereby (the "Leased Premises"). The Leases are in full force and effect and have not been amended. No event has occurred which, to the knowledge of the Companies, 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. Except as disclosed on SCHEDULE 3.14(B), with respect to such Leased Premises: (i) each of the Companies has valid leasehold interests in the Leased Premises, free and clear of Liens, covenants and easements or title defects; (ii) the portions of the buildings located on the Leased Premises that are used in the business of each of the Companies are each in good repair and condition, normal wear and tear excepted, and are in the aggregate sufficient to satisfy each of the Companies' current 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 of the Companies' business as presently conducted at such parcel; and (b) is served by all utilities in such quantity and quality as are sufficient to satisfy the current normal business activities as conducted at such parcel; and (iv) each of the Companies has not received notice of (a) any condemnation proceeding with respect to any portion of the Leased Premises or any access thereto, and neither any of the Companies nor the Shareholder has any knowledge that such proceeding is contemplated by any optionGovernmental Authority; or (b) any special assessment which may affect any of the Leased Premises, right and neither any of first refusal or other contractual right or obligation to sell, assign or dispose of the Companies nor the Shareholder has any knowledge that such Mortgaged Property or special assessment is contemplated by any interest thereinGovernmental Authority.

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 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 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. (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 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.