Common use of Real Estate Clause in Contracts

Real Estate. Seller’s Disclosure Letter sets forth a list of all real property, including leaseholds, owned by Seller, together with (i) a description of the locations thereof, (ii) a description of each real property lease, sublease, installment purchase, or similar arrangement to which Seller is a party, and (iii) a description of each contract for the purchase, sale or development of real estate to which Seller is a party. Seller has good and marketable title to the real property, and valid leasehold interests in the leaseholds, set forth in Seller’s Disclosure Letter, free and clear of all Encumbrances, except (a) for rights of lessors, co-lessees or subleases in such matters that are reflected in the lease; (b) Encumbrances for current taxes not yet due and payable; (c) Encumbrances incurred in the ordinary course of business, if any, that, to the knowledge of Seller, (i) are not substantial in character, amount or extent, (ii) do not materially detract from the value, (iii) do not interfere with present use, of the property subject thereto or affected thereby, and (iv) do not otherwise materially impair the conduct of business of Seller; or (d) as set forth in Seller’s Disclosure Letter. Seller, as lessee, has the right under valid and subsisting leases to occupy, use and possess all property leased by Seller, as identified in Seller’s Disclosure Letter, and, to the knowledge of Seller, there has not occurred under any such lease any breach, violation or default. Except as set forth in Seller’s Disclosure Letter and except with respect to deductibles under insurance policies set forth in Seller’s Disclosure Letter, Seller has not experienced any uninsured damage or destruction with respect to the properties identified in Seller’s Disclosure Letter. To the knowledge of Seller, all properties and assets used by Seller are in good operating condition and repair, suitable for the purposes for which they are currently utilized, and comply with all applicable Rules related thereto. Seller enjoys peaceful and undisturbed possession under all leases for the use of real or personal property under which Seller is the lessee, and, to the knowledge of Seller, all leases to which Seller is a party are valid and enforceable in all material respects in accordance with the terms thereof except as may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting creditors’ rights and except as may be limited by the exercise of judicial discretion in applying principles of equity. Seller is not in default with respect to any such lease, and to the knowledge of the officers of Seller no event has occurred which with the lapse of time or the giving of notice, or both, would constitute a default under any such lease. Copies of each such lease are attached to Seller’s Disclosure Letter.

Real Estate. Seller’s 's Disclosure Letter sets forth a list of all real property, including leaseholds, owned by Seller, together with (i) a description of the locations thereof, (ii) a description of each real property lease, sublease, installment purchase, or similar arrangement to which Seller is a party, and (iii) a description of each contract for the purchase, sale or development of real estate to which Seller is a party. Seller has good and marketable title to the real property, and valid leasehold interests in the leaseholds, set forth in Seller’s 's Disclosure Letter, free and clear of all Encumbrances, except (a) for rights of lessors, co-lessees or subleases in such matters that are reflected in the lease; (b) Encumbrances for current taxes not yet due and payable; (c) Encumbrances incurred in the ordinary course of business, if any, that, to the knowledge of Seller, (i) are not substantial in character, amount or extent, (ii) do not materially detract from the value, (iii) do not interfere with present use, of the property subject thereto or affected thereby, and (iv) do not otherwise materially impair the conduct of business of Seller; or (d) as set forth in Seller’s 's Disclosure Letter. Seller, as lessee, has the right under valid and subsisting leases to occupy, use and possess all property leased by Seller, as identified in Seller’s 's Disclosure Letter, and, to the knowledge of Seller, there has not occurred under any such lease any breach, violation or default. Except as set forth in Seller’s 's Disclosure Letter and except with respect to deductibles under insurance policies set forth in Seller’s 's Disclosure Letter, Seller has not experienced any uninsured damage or destruction with respect to the properties identified in Seller’s 's Disclosure Letter. To the knowledge of Seller, all properties and assets used by Seller are in good operating condition and repair, suitable for the purposes for which they are currently utilized, and comply with all applicable Rules related thereto. Seller enjoys peaceful and undisturbed possession under all leases for the use of real or personal property under which Seller is the lessee, and, to the knowledge of Seller, all leases to which Seller is a party are valid and enforceable in all material respects in accordance with the terms thereof except as may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting creditors’ ' rights and except as may be limited by the exercise of judicial discretion in applying principles of equity. Seller is not in default with respect to any such lease, and to the knowledge of the officers of Seller no event has occurred which with the lapse of time or the giving of notice, or both, would constitute a default under any such lease. Copies of each such lease are attached to Seller’s 's Disclosure Letter.

Real Estate. Seller’s Section 4.16(a) of the Company Disclosure Letter sets forth a list of Schedule identifies all real propertyproperty owned by the Company or the Company Subsidiaries (the “Company Owned Properties”), and Section 4.16(b) of the Company Disclosure Schedule identifies all material real property leased by the Company or the Company Subsidiaries as lessee or sublessee (the “Company Leased Premises”, and together with the Company Owned Properties, the “Company Properties”). The Company Leased Premises are leased to the Company or a Company Subsidiary pursuant to written leases, true, correct and complete copies, including leaseholdsall amendments thereto, owned by Sellerof which have been made available to Parent. Except as would not, together with individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, the Company or a Company Subsidiary owns fee simple title to each of the Company Owned Properties or has a valid leasehold interest in each of the Company Leased Premises free and clear of any rights of way, easements, encumbrances, written agreements or reservations of an interest in title (collectively, “Property Restrictions”), and other Liens, except for the following (collectively, the “Permitted Liens”): (i) a description of the locations thereofProperty Restrictions imposed or promulgated by Laws with respect to real property and improvements, including zoning regulations, (ii) a description Liens and Property Restrictions disclosed on existing title reports or existing surveys (in either case copies of each real property leasewhich title reports and surveys have been delivered or made available to Parent), sublease, installment purchase, or similar arrangement to which Seller is a party, and (iii) a description of each contract for the purchasemechanics’, sale or development of real estate to which Seller is a party. Seller has good carriers’, workmen’s, repairmen’s and marketable title to the real propertysimilar Liens, and valid leasehold interests in the leaseholds, set forth in Seller’s Disclosure Letter, free and clear of all Encumbrances, except (a) for rights of lessors, co-lessees or subleases in such matters that are reflected in the lease; (b) Encumbrances for current taxes not yet due and payable; (c) Encumbrances incurred in the ordinary course of business, if any, that, to the knowledge of Seller, business and which (ia) are not substantial in character, amount or extentyet due and payable, (iib) are duly budgeted to be paid and (c) do not materially detract from the value, (iii) do not value of or materially interfere with the present use, use of any of the property Company Properties subject thereto or affected thereby, and (iv) do Liens for Taxes that are not otherwise materially impair yet due and payable, and (v) any current Liens for indebtedness related to the conduct of business of Seller; or (d) as Company Properties set forth in Seller’s on Section 4.16 of the Company Disclosure Letter. Seller, as lessee, has the right under valid and subsisting leases to occupy, use and possess all property leased by Seller, as identified in Seller’s Disclosure Letter, and, to the knowledge of Seller, there has not occurred under any such lease any breach, violation or defaultSchedule. Except as set forth for matters that, individually or in Seller’s Disclosure Letter the aggregate, would not be reasonably expected to have a Company Material Adverse Effect, the Company Properties and except with respect to deductibles under insurance policies set forth in Seller’s Disclosure Letter, Seller has not experienced any uninsured damage or destruction with respect to the properties identified in Seller’s Disclosure Letter. To the knowledge of Seller, all properties and assets used by Seller are in good operating condition and repair, suitable for the purposes for which they are currently utilized, and business conducted thereon comply with all applicable Rules related thereto. Seller enjoys peaceful and undisturbed possession under all leases for the use of real or personal property under which Seller is the lessee, and, to the knowledge of Seller, all leases to which Seller is a party are valid and enforceable in all material respects in accordance with the terms thereof except as may be limited by bankruptcyof the applicable leases and applicable Laws. To the Company’s Knowledge, insolvency, moratorium or other similar laws affecting creditors’ rights the leases in respect of the Company Leased Premises are in full force and except as may be limited by effect and neither the exercise of judicial discretion in applying principles of equity. Seller Company nor any Company Subsidiary is not in default with respect to any such lease, thereunder and to the knowledge Company’s Knowledge, there is no material default by any of the officers of Seller no event has occurred which with the lapse of time or the giving of notice, or both, would constitute a default under any such lease. Copies of each such lease are attached to Seller’s Disclosure Letterlandlords thereunder.

Real Estate. Seller’s Schedule 4.15 of the Company Disclosure Letter sets forth Schedule identifies all material real property owned by the Company or the Company Subsidiaries (the “Company Owned Properties”) and all material real property leased by the Company or the Company Subsidiaries as lessee or sublessee (the “Company Leased Premises”, and together with the Company Owned Properties, the “Company Properties”). The Company Leased Premises are leased or subleased to the Company or a list of all real propertyCompany Subsidiary pursuant to written leases or subleases, true, correct and complete copies, including leaseholdsall amendments thereto, owned by Sellerof which have been made available to Parent. The Company or the respective Company Subsidiary owns fee simple title to each of the Company Owned Properties or has a valid leasehold interest in each of the Company Leased Premises free and clear of any rights of way, together with easements, encumbrances, written agreements or reservations of an interest in title (collectively, “Property Restrictions”), and other Liens, except for the following (collectively, the “Permitted Liens”): (i) a description of the locations thereofProperty Restrictions imposed or promulgated by Laws with respect to real property and improvements, including zoning regulations, (ii) a description Liens and Property Restrictions disclosed on any title commitments, title policies or surveys copies of each real property leasewhich have been delivered or made available to Parent, sublease, installment purchase, or similar arrangement to which Seller is a party, and (iii) a description of each contract for the purchasemechanics’, sale or development of real estate to which Seller is a party. Seller has good carriers’, workmen’s, repairmen’s and marketable title to the real propertysimilar Liens, and valid leasehold interests in the leaseholds, set forth in Seller’s Disclosure Letter, free and clear of all Encumbrances, except (a) for rights of lessors, co-lessees or subleases in such matters that are reflected in the lease; (b) Encumbrances for current taxes not yet due and payable; (c) Encumbrances incurred in the ordinary course of business, if any, that, to the knowledge of Seller, business and which (ia) are not substantial in character, amount or extentyet due and payable, (iib) are duly budgeted to be paid and (c) do not materially detract from the value, (iii) do not value of or materially interfere with the present use, use of any of the property Company Properties subject thereto or affected thereby, and (iv) do Liens for Taxes that are not otherwise materially impair the conduct of business of Seller; or yet due and payable, and (dv) as Liens set forth on Schedule 4.15 of the Company Disclosure Schedule. Except for matters that, individually or in Seller’s Disclosure Letterthe aggregate, have not resulted in or would not reasonably be expected to have a Company Material Adverse Effect, the Company Properties and the business conducted thereon by the Company and the Company Subsidiaries comply in all material respects with the terms of the applicable leases and applicable Laws. Seller, as lessee, has The leases or subleases of the right Company Leased Premises are in full force and effect and neither the Company nor any Company Subsidiary is in material default under valid and subsisting any of such leases to occupy, use and possess all property leased by Seller, as identified in Seller’s Disclosure Letter, or subleases and, to the knowledge of SellerCompany’s Knowledge, there has not occurred under is no material default by any such lease any breach, violation or default. Except as set forth in Seller’s Disclosure Letter and except with respect to deductibles under insurance policies set forth in Seller’s Disclosure Letter, Seller has not experienced any uninsured damage or destruction with respect to the properties identified in Seller’s Disclosure Letter. To the knowledge of Seller, all properties and assets used by Seller are in good operating condition and repair, suitable for the purposes for which they are currently utilized, and comply with all applicable Rules related thereto. Seller enjoys peaceful and undisturbed possession under all leases for the use of real or personal property under which Seller is the lessee, and, to the knowledge of Seller, all leases to which Seller is a party are valid and enforceable in all material respects in accordance with the terms thereof except as may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting creditors’ rights and except as may be limited by the exercise of judicial discretion in applying principles of equity. Seller is not in default with respect to any such lease, and to the knowledge of the officers of Seller no event has occurred which with the lapse of time or the giving of notice, or both, would constitute a default under any such lease. Copies of each such lease are attached to Seller’s Disclosure Letterlandlords thereunder.

Real Estate. Seller’s Disclosure Letter sets forth (a) Purchaser understands and agrees that Goodyear will not extend the Lxxx Road Lease beyond its current termination date and that if Purchaser desires to continue in occupation of the Leased Real Property thereafter, Purchaser will need to acquire rights directly from the underlying owner of such property. Between the date hereof and the Closing, Goodyear will use reasonable efforts to obtain the execution, by the lessor of the Leased Real Property, of an estoppel certificate in substantially the form attached as Exhibit Q hereto (the “Estoppel Certificate”). (b) Goodyear has previously provided or made available to Purchaser a list copy of all real propertythe Title Commitment (the “Title Commitment”), including leaseholdsdated December 6, owned 2004, in respect of the Owned Real Property prepared by SellerCommonwealth Land Title Insurance Company (the “Title Company”), together with legible copies of all underlying documents included in the Title Commitment for any exceptions to title referred to in the Title Commitment. Sellers will use reasonable efforts to (i) a description cure each of the locations thereofexceptions to title as to the Owned Real Property appearing in the Title Commitment and listed on Schedule 6.13(b) hereto (such exceptions, collectively, the “Title Objections”) and (ii) cause the Title Company to remove from the Title Commitment all exceptions to title with respect to the Owned Real Property that constitute Title Objections, other than, in each case, any Title Objections that the Title Company agrees to insure over (collectively, the “Insured Exceptions”); provided, however, that in no event will Sellers be required to incur or pay any fees, expenses or liabilities, in an aggregate amount, as to all Sellers, in excess of $10,000, or to agree to any material amendment of, or commitment in, any document, instrument or agreement to which any Seller is, or is or would be proposed to be, a party, in connection with such efforts. In the event that the Closing occurs hereunder, Sellers shall thereafter, within thirty (30) days after their receipt of a written request therefor from Purchaser, together with supporting information in reasonable detail, pay to Purchaser an amount equal to 100% of the premium billed to Purchaser for a single policy of title insurance with respect to the Owned Real Property issued by the Title Company and based upon the Title Commitment (in the form most recently issued by the Title Company as of the Closing), provided that Purchaser has ordered such policy on or before 30 Days after the Closing Date. (c) Sellers have retained Gxxxxx & Associates, a licensed surveyor in the State of Illinois acceptable to Purchaser, to complete a survey of the Owned Real Property (the “Survey”), which Survey shall, when issued, (i) be provided to the Title Company for review and be sufficient for the Title Company to remove the exception to title listed in Schedule B, Section II(a) of the Title Commitment, as such exception currently appears in the Title Commitment (expressly excluding, however, any additional exceptions, if any, included by the Title Company in any reissuance of the Title Commitment following its review of the Survey), (ii) a description show the location of each real property leaseall easements, sublease, installment purchase, or similar arrangement to which Seller is a party, building lines and areas affected by the underlying documents included in the Title Commitment and (iii) a description certify that such Survey was completed in accordance with “Minimum Standard Detail Requirements for ALTA/ASCM Land Title Surveys” jointly issued by ALTA and ASCM in 1992, and includes Items 1,2,3,4,6,7(a), 7(b)(1), 7(c), 8, 9, 10, 11(a) and 13 of Table A thereof. Sellers shall use reasonable efforts to cause the Survey to be completed as promptly as practicable. Sellers and Purchaser shall each contract for bear 50% of all fees and expenses paid or incurred by Sellers (or any of them) in connection with the purchase, sale or development of real estate to which Seller is a partySurvey. Seller has good and marketable title Purchaser shall remit such expenses to the real propertyrelevant Seller or Sellers from time to time within 10 Business Days of its receipt of any written request therefor, together with supporting information in reasonable detail, from Sellers (or any of them). (d) Pursuant to Section 4.18 hereof and valid leasehold interests Schedule 4.18, Purchaser has been advised that certain portions of the Owned Real Property are constructed with materials containing asbestos and that underground storage tanks and a firing range have heretofore been located at the Owned Real Property. Purchaser has also been advised that certain electric transformers and capacitors containing polychlorinated biphenyl fluids (“PCBs”) are affixed to the Owned Real Property or the manufacturing equipment in the leaseholdsOwned Real Property and are related to the lighting and other electric functions. Purchaser has heretofore been provided with a true and correct copy of the Phase I Environmental Assessment, dated September, 2004, prepared by Fxxx-Xxxxxx & Associates in respect of the Owned Real Property. (e) Purchaser confirms that, except as expressly set forth herein, neither Kxxxx, nor any other Seller, nor any Person purporting to act for Kxxxx or any other Seller, has made or now makes any representations as to the physical condition of the Owned Real Property. Accordingly, except as otherwise set forth in Seller’s Disclosure Letterthis Agreement, free including without limitation Article VIII, Purchaser acknowledges and clear agrees that it is purchasing the Owned Real Property in its “As Is” “Where Is” condition, with all faults accepted. (f) The liability for Illinois real property taxes (other than transfer taxes) relating to the Owned Real Property and the Leased Real Property shall be pro-rated between Purchaser and Kxxxx or Goodyear, as applicable, based upon the number of days that each entity owns the Owned Real Property or is the lessee in respect of the Leased Real Property, as applicable, during the calendar year in which the Closing takes place. The parties acknowledge and agree that (i) Illinois real property Taxes are paid in arrears, (ii) Illinois real property taxes for 2004 are payable in equal installments in July and September, 2005 and (iii) Illinois real property taxes for 2005 are payable in equal installments in July and September, 2006. Kxxxx and Goodyear shall bear and pay all Encumbrances, except (a) such real property taxes for rights of lessors, co-lessees or subleases in such matters that are reflected in calendar year 2004 as and when the lease; same become due and payable. Subject to Clause (b) Encumbrances of Section 6.7 hereof, Purchaser shall pay all such real property taxes for current taxes not yet calendar year 2005 when and as the same become due and payable; (c) Encumbrances incurred in provided, that the ordinary course liability of businessKxxxx and Goodyear, if any, that, to on the knowledge of Seller, (i) are not substantial in character, amount or extent, (ii) do not materially detract from the value, (iii) do not interfere with present use, of the property subject thereto or affected therebyone hand, and (iv) do not otherwise materially impair Purchaser, on the conduct of business of Seller; or (d) other, for 2005 real property taxes shall be prorated as set forth in Seller’s Disclosure Letter. Seller, as lessee, has the right under valid and subsisting leases to occupy, use and possess all property leased by Seller, as identified in Seller’s Disclosure Letter, and, to the knowledge of Seller, there has not occurred under any such lease any breach, violation or default. Except as set forth in Seller’s Disclosure Letter and except with respect to deductibles under insurance policies set forth in Seller’s Disclosure Letter, Seller has not experienced any uninsured damage or destruction with respect to the properties identified in Seller’s Disclosure Letter. To the knowledge of Seller, all properties and assets used by Seller are in good operating condition and repair, suitable for the purposes for which they are currently utilized, and comply with all applicable Rules related thereto. Seller enjoys peaceful and undisturbed possession under all leases for the use of real or personal property under which Seller is the lessee, and, to the knowledge of Seller, all leases to which Seller is a party are valid and enforceable in all material respects in accordance with the terms thereof except as may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting creditors’ rights and except as may be limited by the exercise of judicial discretion in applying principles of equity. Seller is not in default with respect to any such lease, and to the knowledge of the officers of Seller no event has occurred which with the lapse of time or the giving of notice, or both, would constitute a default under any such lease. Copies of each such lease are attached to Seller’s Disclosure Letterprovided above.

Real Estate. Seller’s Disclosure Letter sets forth a list (a) The Company or one of all real property, including leaseholds, owned by Seller, together with its Subsidiaries has (i) a description of the locations thereofgood, (ii) a description of each real property lease, sublease, installment purchase, or similar arrangement to which Seller is a party, and (iii) a description of each contract for the purchase, sale or development of real estate to which Seller is a party. Seller has good valid and marketable title to each parcel of real property owned in fee by the Company or any of its Subsidiaries (the "Company Fee Property") and (ii) good, valid and subsisting leasehold title to each parcel of real propertyproperty leased by the Company or any of its Subsidiaries (the "Company Leased Property" and together with the Company Fee Property, the "Company Real Property") pursuant to a lease set forth on Section 3.17(a) of the Company Disclosure Schedule (the "Company Leases"), in each case where any such real property is necessary to the conduct of the business of the Company and its Subsidiaries as it is presently conducted, except for any such failure in title which does not have a Company Material Adverse Effect. Section 3.17(a) of the Company Disclosure Schedule sets forth a true and complete list of all Company Real Property which is necessary to the conduct of the business of the Company and its Subsidiaries as it is presently conducted. To the Company's knowledge, (1) the Company or one of its Subsidiaries has the right to quiet enjoyment of the Company Leased Property for the full term of the Company Lease relating thereto, except for any failure which would not, in the aggregate, reasonably be expected to have a Company Material Adverse Effect, (2) each Company Lease is a legal, valid and binding agreement, enforceable in accordance with its terms, of the parties thereto and there is no, nor has the Company or any of its Subsidiaries received notice of any, default (or any condition or event, which, after notice or a lapse of time or both would constitute a default thereunder), except for any failure which would not, in the aggregate, reasonably be expected to have a Company Material Adverse Effect, (3) neither the Company nor any of its Subsidiaries has assigned its interest under any Company Lease or sublet any part of the premises covered thereby or exercised any option or right thereunder except as would not, in the aggregate, reasonably be expected to have a Company Material Adverse Effect, and valid leasehold interests (4) no penalties are accrued and unpaid under any Company Lease, except for penalties that would not, in the leaseholdsaggregate, set forth in Seller’s Disclosure Letter, free and clear of all Encumbrances, except (a) for rights of lessors, co-lessees or subleases in such matters that are reflected in the lease; reasonably be expected to have a Company Material Adverse Effect. (b) Encumbrances The Company Real Property is not subject to any liens, restrictions, rights-of-way or other encumbrances (collectively, "Property Restrictions"), except for: (i) any such Property Restrictions for current taxes taxes, assessments and other governmental charges not yet due and payable; , or, if due, not delinquent or being contested in good faith by appropriate proceedings during which collection or enforcement against the Company Real Property is stayed, (ii) Property Restrictions imposed or promulgated by law or any Governmental Entity with respect to real property, including zoning, building or similar restrictions where such Property Restrictions would not, in the aggregate, reasonably be expected to have a Company Material Adverse Effect, (iii) easements, licenses, covenants, conditions, mechanic's liens, rights-of-way and other similar restrictions and encumbrances, including any other agreements, restrictions or encumbrances which would be shown on a current title report or survey or similar report or listing and any other matters of record, provided the same would not, in the aggregate, reasonably be expected to have a Company Material Adverse Effect, or (iv) where the existence of any such Property Restrictions, in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. (c) Encumbrances incurred To the Company's knowledge and except as would not, in the ordinary course of businessaggregate, if any, that, reasonably be expected to the knowledge of Sellerhave a Company Material Adverse Effect, (i) there is no Company Real Property whose building systems are not substantial in character, amount or extentworking order, (ii) do not materially detract from the valuethere is no physical damage to any Company Real Property, (iii) do not interfere with present use, of the property subject thereto there is no currently pending and incomplete renovation or affected thereby, restoration to any Company Real Property and (iv) do not otherwise materially impair the conduct of business of Seller; or (d) as set forth in Seller’s Disclosure Letter. Seller, as lessee, has the right under valid and subsisting leases to occupy, use and possess all property leased by Seller, as identified in Seller’s Disclosure Letter, and, there are no material structural defects relating to the knowledge of Seller, there has not occurred under any such lease any breach, violation or default. Except as set forth in Seller’s Disclosure Letter and except with respect to deductibles under insurance policies set forth in Seller’s Disclosure Letter, Seller has not experienced any uninsured damage or destruction with respect to the properties identified in Seller’s Disclosure LetterCompany Real Property. To the knowledge Company's knowledge, neither the Company nor any of Seller, all properties and assets used by Seller are in good operating condition and repair, suitable for the purposes for which they are currently utilized, and comply with all applicable Rules related thereto. Seller enjoys peaceful and undisturbed possession under all leases for the use of real or personal property under which Seller is the lessee, and, its Subsidiaries has received any written notice to the knowledge of Seller, all leases to which Seller is a party effect that (A) any condemnation or rezoning proceedings are valid and enforceable in all material respects in accordance with the terms thereof except as may be limited by bankruptcy, insolvency, moratorium pending or other similar laws affecting creditors’ rights and except as may be limited by the exercise of judicial discretion in applying principles of equity. Seller is not in default threatened with respect to any such lease, and to the knowledge of the officers Company Real Property or (B) any zoning, building or similar law, code, ordinance, order or regulation is or will be violated by the continued maintenance, operation or use of Seller no event has occurred which with any buildings or other improvements on any of the lapse Company Real Property or by the continued maintenance, operation or use of time or the giving of notice, or both, would constitute a default under any such lease. Copies of each such lease are attached to Seller’s Disclosure Letterparking areas.

Real Estate. Seller’s Disclosure Letter sets forth a list of all real property, including leaseholds, owned or leased by SellerSeller and its Subsidiaries, together with (i) a description of the locations thereof, (ii) a description of each real property lease, sublease, installment purchase, or similar arrangement to which Seller or any of its Subsidiaries is a party, and (iii) a description of each contract for the purchase, sale or development of real estate to which Seller or any of its Subsidiaries is a party. Seller has and/or its Subsidiaries have good and marketable title to the real property, and valid leasehold interests in the leaseholds, set forth in Seller’s Disclosure Letter, free and clear of all Encumbrances, except (a) for rights of lessors, lessees, co-lessees lessees, sublessors or subleases sublessees in such matters that are reflected in the lease; (b) Encumbrances for current taxes not yet due and payable; (c) Encumbrances incurred in the ordinary course of business, if any, that, to the knowledge of Seller, Seller (i) are not substantial in character, amount or extent, (ii) do not materially detract from the value, (iiiii) do not materially interfere with present use, of the property subject thereto or affected thereby, and (iviii) do not otherwise materially impair the conduct of business of SellerSeller or its Subsidiaries; (d) those Encumbrances which were neither created by Seller or any of its Subsidiaries nor within the knowledge of Seller or any of its Subsidiaries; or (de) as set forth in Seller’s Disclosure Letter. SellerSeller and/or its Subsidiaries, as lesseelessees, has have the right under valid and subsisting leases to occupy, use and possess all property leased by SellerSeller and/or its Subsidiaries, as identified in Seller’s Disclosure Letter, and, to the knowledge of SellerSeller and its Subsidiaries, there has not occurred under any such lease any breach, violation or defaultdefault which would have a Material Adverse Effect on Seller. Except as set forth in Seller’s Disclosure Letter and except with respect to deductibles under insurance policies set forth in Seller’s Disclosure Letter, Seller has and/or its Subsidiaries have not experienced any uninsured damage or destruction with respect to the properties identified in Seller’s Disclosure Letter. To the knowledge of Seller, all properties and assets used by Seller are and its Subsidiaries are, subject to normal wear and tear and except as set forth in Seller’s Disclosure Letter, in good operating condition and repair, suitable for the purposes for which they are currently utilized, and comply in all material respects with all applicable Rules related thereto. Seller enjoys and its Subsidiaries enjoy peaceful and undisturbed possession under all leases for the use of real or personal property under which Seller is and/or its Subsidiaries are the lessee, and, to the knowledge of Seller, all leases to which Seller is and or its Subsidiaries are a party are valid and enforceable in all material respects in accordance with the terms thereof except as may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting creditors’ rights and except as may be limited by the exercise of judicial discretion in applying principles of equity. Seller is and its Subsidiaries are not in default with respect to any such lease, and to the knowledge of the officers of Seller and its Subsidiaries no event has occurred which with the lapse of time or the giving of notice, or both, would constitute a default under any such lease. Copies of each such lease are attached to Seller’s Disclosure Letter.

Real Estate. Seller’s Disclosure Letter sets forth a list of all real property, including leaseholds, owned by Seller, together with (i) a description of the locations thereof, (ii) a description of each real property lease, sublease, installment purchase, or similar arrangement to which Seller is a party, and (iii) a description of each contract for the purchase, sale or development of real estate to which Seller is a party. Seller has good and marketable valid title to the owned real property, and valid leasehold interests in the such leaseholds, set forth in Seller’s Disclosure Letter, free and clear of all Encumbrances, except (a) for rights of lessors, co-lessees or subleases in such matters that are reflected in the lease; (b) Encumbrances for current taxes not yet due and payable; (c) Encumbrances incurred in the ordinary course of business, if any, that, to the knowledge Knowledge of Seller, (i) are not substantial in character, amount or extent, (ii) do not materially detract from the value, value and (iiiii) do not materially interfere with present use, of the property subject thereto or affected thereby, ; and (iv) do not otherwise materially impair the conduct of business of Seller; or (d) as set forth in Seller’s Disclosure Letter. Seller, as lessee, has the right under valid and subsisting leases to occupy, use and possess all property leased by Seller, as identified in Seller’s Disclosure Letter, and, to the knowledge Knowledge of Seller, there has not occurred under any such lease any breach, violation or defaultdefault which would result in a Material Adverse Effect. Except as set forth in Seller’s Disclosure Letter and except with respect to deductibles under insurance policies set forth in Seller’s Disclosure Letter, since December 31, 2005, Seller has not experienced any material uninsured damage or destruction with respect to the properties identified in Seller’s Disclosure Letter. To Seller has quiet enjoyment of the knowledge of Seller, all properties and assets used by Seller are in good operating condition and repair, suitable for the purposes for which they are currently utilized, and comply with all applicable Rules related thereto. Seller enjoys peaceful and undisturbed possession real property it occupies under all leases for the use of real or personal property under which Seller is the lessee, and, to the knowledge Knowledge of Seller, all leases to which Seller is a party are valid and enforceable in all material respects in accordance with the terms thereof except as may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting creditors’ rights and except as may be limited by the exercise of judicial discretion in applying principles of equity. To the Knowledge of the Seller, Seller is not in material default with respect to any such lease, and to the knowledge of the officers of Seller its Knowledge no event has occurred which with the lapse of time or the giving of notice, or both, would constitute a default under any such lease. Copies of each such lease are attached to Seller’s Disclosure Letter.

Real Estate. Seller’s Disclosure Letter sets forth a list of all real property, including leaseholds, owned by Seller, together with (i) a description of the locations thereof, (ii) a description of each real property lease, sublease, installment purchase, or similar arrangement to which Seller is a party, and (iii) a description of each contract for the purchase, sale or development of real estate to which Seller is a party. Seller has good and marketable title to the real property, and valid leasehold interests in the leaseholds, set forth in Seller’s Disclosure Letter, free and clear of all Encumbrances, except (a) Seller does not own any real property necessary for, related to, or used or held for rights use in connection with the operation and conduct of lessors, co-lessees or subleases in such matters that are reflected in the lease; Business. (b) Encumbrances for current taxes Buyer has been provided with a complete and correct copy of each Assumed Lease. Each Assumed Lease is in full force and effect and, neither Seller nor any Selling Subsidiary has violated, and the landlord has not yet due and payable; waived, any of the material terms or conditions of any Assumed Lease and, all the material covenants to be performed by the Seller or a Selling Subsidiary and, to Seller’s knowledge, the landlord under each Assumed Lease prior to the date hereof have been performed in all material respects. (c) Encumbrances incurred The use of the Transferred Premises, as presently used by the Business, does not violate any local zoning or similar land use Laws or governmental regulations, except for any violations that individually or in the ordinary course aggregate have not had and would not reasonably be expected to have a Material Adverse Effect. Neither Seller nor a Selling Subsidiary is in violation of businessor in noncompliance with any covenant, if anycondition, restriction, order or easement affecting any Transferred Premises, except for any violation or noncompliance that, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. There is no condemnation or, to the knowledge of Seller, (i) are not substantial in character, amount or extent, (ii) do not materially detract from threatened condemnation affecting the value, (iii) do not interfere with present use, of the property subject thereto or affected thereby, and (iv) do not otherwise materially impair the conduct of business of Seller; or Transferred Premises. (d) as set forth in Seller’s Disclosure Letter. Seller, as lessee, has The use of the right under valid Transferred Premises and subsisting leases to occupy, use and possess all property leased by Seller, as identified in Seller’s Disclosure Letter, and, to the knowledge of Seller, there has not occurred under any such lease any breach, violation or default. Except as set forth in Seller’s Disclosure Letter and except with respect to deductibles under insurance policies set forth in Seller’s Disclosure Letter, Seller has not experienced any uninsured damage or destruction with respect to the properties identified in Seller’s Disclosure Letter. To the knowledge of Seller, all properties and assets used improvements thereon by Seller are in good operating condition and repair, suitable for the purposes for which they are currently utilized, and comply or a Selling Subsidiary complies with all applicable Rules related thereto. Laws, and Seller enjoys peaceful or a Selling Subsidiary has obtained all approvals, licenses, permits and undisturbed possession under all leases consents, which remain in full force and effect, of Governmental Bodies required for the use of real or personal property under which Seller is the lessee, and, to the knowledge of Seller, all leases to which Seller is a party are valid and enforceable in all material respects in accordance with the terms thereof except as may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting creditors’ rights and except as may be limited by the exercise of judicial discretion in applying principles of equity. Seller is not in default with respect to any such lease, and to the knowledge leasing of the officers Transferred Premises and for the operation and conduct of Seller no event the Business therein, except for any noncompliance with applicable laws or failure to obtain or maintain any required approvals, licenses, permits and consents that, individually or in the aggregate, has occurred which with the lapse of time or the giving of notice, or both, not had and would constitute not reasonably be expected to have a default under any such lease. Copies of each such lease are attached to Seller’s Disclosure LetterMaterial Adverse Effect.

Real Estate. Seller’s Disclosure Letter sets forth a list of all real property, including leaseholds, owned by Seller, together with (a) Schedule 2.11 hereto contains (i) a correct list and summary description of all real properties owned or leased, subleased, licensed or otherwise occupied by Sellers in the locations thereof, conduct of the Business (the "Facilities") and (ii) a description of each real property leaseidentifies with specificity all leases, subleasesubleases, installment purchase, or similar arrangement to which Seller is a party, licenses and (iii) a description of each contract for the purchase, sale or development of real estate to which Seller is a party. Seller has good and marketable title other occupancy arrangements relating to the real propertyFacilities. All properties owned by Sellers shall hereinafter be referred to as the "Owned Facilities" and all properties leased, and valid leasehold interests in subleased, licensed or otherwise occupied by Sellers (other than the leaseholds, set forth in Seller’s Disclosure Letter, free and clear of all Encumbrances, except (aOwned Facilities) for rights of lessors, co-lessees or subleases in such matters that are reflected in shall hereinafter be referred to as the lease; "Leased Facilities". (b) Encumbrances for current taxes not yet due and payable; (c) Encumbrances incurred in the ordinary course With respect to each Owned Facility of business, if any, that, to the knowledge of a particular Seller, (i) are not substantial such Seller has good valid and indefeasible fee simple title to each such facility, except where the failure to have such title would not, individually or in characterthe aggregate, amount materially detract from the value of the affected facility, impair the intended use, including Buyers' intended use, of the affected facility, or extentimpair the operations of Sellers or the operations of the Business as presently conducted and contemplated to be conducted at such facility, (ii) do not such Seller has full power and authority to grant Buyers a leasehold or other similar interest as required hereunder in each such facility, (iii) other than the Permitted Exceptions, no Owned Facility is subject to any Liens and (iv) no improvements erected on any Owned Facility encroaches on any adjoining property or street. (c) With respect to each Leased Facility of a particular Seller, (i) such Seller has good, valid and indefeasible leasehold or other similar title to each such facility, except where the failure to have such title would not, individually or in the aggregate, materially detract from the valuevalue of the affected property, impair the intended use, including Buyers' intended use, of the affected facility, or impair the operations of Sellers or the operations of the Business as presently conducted and contemplated to be conducted at such facility, (ii) such Seller is in actual possession of each Leased Facility and, to Sellers' Knowledge, no other party has any right to possession, occupancy or use of any such facility, (iii) do not interfere with present usesuch Seller has delivered to Buyers a true, correct and complete copy of each lease, sublease, license or other occupancy arrangement governing the property subject thereto or affected therebyLeased Facilities (any and all of such agreements, the "Leases"), and (iv) do each Lease is valid, in full force and effect and is binding and enforceable in accordance with its terms. Sellers are not otherwise materially impair the conduct of business of Seller; or (d) as set forth in Seller’s Disclosure Letter. Seller, as lessee, has the right under valid and subsisting leases to occupy, use and possess all property leased by Seller, as identified in Seller’s Disclosure Letter, and, to the knowledge of Seller, there has not occurred default under any such lease of the Leases, no event has occurred which would render Sellers in default under any breach, violation or defaultof the Leases and all rent and other amounts due thereunder have been paid to date. Except as set forth in Seller’s Disclosure Letter Schedule 2.11, (x) no consent of any landlord (or other similar party) under any Lease is required by reason of any of the transactions contemplated in this Agreement and except (y) none of the rights of Sellers, as lessee or other occupant (and/or any assigns, sublessees, licensees or occupants thereof) will be impaired by the consummation of any of the transactions contemplated by this Agreement. (d) Sellers have not received any written or oral notice for assessments for public improvements against any of the Facilities that remains unpaid and no such assessment has been proposed. Sellers have not received any written or oral notice or order by any governmental or other public authority, any insurance company which has issued a policy with respect to deductibles under insurance policies set forth in Seller’s Disclosure Letterany of such Facilities or any board of fire underwriters or other body exercising similar functions which (i) relates to violations of building, Seller has not experienced safety, fire or other Laws, (ii) claims any uninsured damage defect or destruction deficiency with respect to any of the properties identified Facilities or (iii) requests the performance of any repairs, alterations or other work to or in Seller’s Disclosure Letterany of the Facilities or in the streets bounding the same. To There is no pending condemnation, expropriation, eminent domain or similar proceeding affecting all or any portion of any of the knowledge of Seller, all properties and assets used by Seller are in good operating condition and repair, suitable for the purposes for which they are currently utilized, and comply with all applicable Rules related thereto. Seller enjoys peaceful and undisturbed possession under all leases for the use of real or personal property under which Seller is the lessee, Facilities and, to the knowledge Knowledge of SellerSellers, all leases to which Seller no such proceeding is a party are valid and enforceable in all material respects in accordance with the terms thereof except as may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting creditors’ rights and except as may be limited by the exercise of judicial discretion in applying principles of equity. Seller is not in default with respect to any such lease, and to the knowledge of the officers of Seller no event has occurred which with the lapse of time or the giving of notice, or both, would constitute a default under any such lease. Copies of each such lease are attached to Seller’s Disclosure Lettercontemplated.

Real Estate. Seller’s Neither the Company nor any of its subsidiaries owns any parcels of real property. Section 5.14 of the Company Disclosure Letter Schedule sets forth (a) a list of all real propertyproperty leases or similar agreements to which the Company or any of its subsidiaries is a party (each, including leaseholdsa "Real Property Lease"), owned true and complete copies of which have previously been furnished to Acquiror, (b) the lessor and lessee of each Real Property Lease and the date and term of each Real Property Lease and (c) the street address of each property covered by Sellereach Real Property Lease (the "Leased Premises"). The Real Property Leases are in full force and effect and have not been amended, together and neither the Company nor, to the knowledge of the Company, any other party thereto is in default or breach thereunder. No event has occurred which, with the passage of time or the giving of notice or both, would cause a material breach of or material default by the Company under any of such Real Property Leases and, to Company's knowledge, there is no breach or anticipated breach by any other party thereto. With respect to each of the Leased Premises: (i) a description of the locations thereof, (ii) a description of each real property lease, sublease, installment purchase, or similar arrangement to which Seller is a party, and (iii) a description of each contract for the purchase, sale or development of real estate to which Seller is a party. Seller Company has good and marketable title to the real property, and valid leasehold interests or other rights of use and occupancy in the leaseholds, set forth in Seller’s Disclosure Lettersuch Leased Premises, free and clear of all Encumbrances, except (a) for rights of lessors, co-lessees or subleases in such matters that are reflected in the leaseany Liens; (b) Encumbrances for current taxes not yet due and payable; (c) Encumbrances incurred in the ordinary course of business, if any, that, to the knowledge of Seller, (i) are not substantial in character, amount or extent, (ii) do not materially detract from such Leased Premises are properly zoned for the valueuses to which the Company puts such Leased Premises, are in good repair and condition, reasonable wear and tear excepted, and are sufficient to satisfy the Company's normal business activities as conducted thereat; (iii) do not interfere with present use, each of the property subject thereto Leased Premises (w) has direct access to public roads or affected therebyaccess to public roads by means of a perpetual access easement, such access being sufficient to satisfy the current and reasonably anticipated normal transportation requirements of the Company's business as presently conducted at such parcel; and (x) is served by all utilities in such quantity and quality as are reasonably sufficient to satisfy the current normal business activities as conducted at such Leased Premises; and (iv) do the Company has not otherwise materially impair the conduct received notice of business any condemnation proceeding with respect to any portion of Seller; such Leased Premises or (d) as set forth in Seller’s Disclosure Letter. Seller, as lessee, has the right under valid and subsisting leases to occupy, use and possess all property leased by Seller, as identified in Seller’s Disclosure Letter, any access thereto and, to the knowledge of Sellerthe Company, there has not occurred under no such proceeding is contemplated by any such lease any breach, violation or default. Except as set forth in Seller’s Disclosure Letter and except with respect to deductibles under insurance policies set forth in Seller’s Disclosure Letter, Seller has not experienced any uninsured damage or destruction with respect to the properties identified in Seller’s Disclosure Letter. To the knowledge of Seller, all properties and assets used by Seller are in good operating condition and repair, suitable for the purposes for which they are currently utilized, and comply with all applicable Rules related thereto. Seller enjoys peaceful and undisturbed possession under all leases for the use of real or personal property under which Seller is the lessee, and, to the knowledge of Seller, all leases to which Seller is a party are valid and enforceable in all material respects in accordance with the terms thereof except as may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting creditors’ rights and except as may be limited by the exercise of judicial discretion in applying principles of equity. Seller is not in default with respect to any such lease, and to the knowledge of the officers of Seller no event has occurred which with the lapse of time or the giving of notice, or both, would constitute a default under any such lease. Copies of each such lease are attached to Seller’s Disclosure LetterGovernmental Authority.

Real Estate. Seller’s (a) The Disclosure Letter sets forth contains a complete and accurate list of all real property, including leaseholds, owned by Seller, together with the following: (i) a description all real property and the buildings, structures and improvements thereon (the "Owned Property") owned by the Sellers, or which any of the locations thereof, Sellers is contractually obligated to purchase; (ii) a description all leases (the "Leases") of each real property leaseand the buildings, sublease, installment purchase, or similar arrangement structures and improvements thereon (the "Leased Property") pursuant to which any Seller is a party, and the lessee; (iii) a description all contracts or options (and all amendments, extensions and modifications thereto) held by the Sellers, or contractual obligations (and all amendments, extensions and modifications thereto) on the part of each contract for the purchase, sale or development of real estate to which Seller is a party. Seller has good and marketable title to the real property, and valid leasehold interests in the leaseholds, set forth in Seller’s Disclosure Letter, free and clear of all Encumbrances, except (a) for rights of lessors, co-lessees or subleases in such matters that are reflected in the lease; (b) Encumbrances for current taxes not yet due and payable; (c) Encumbrances incurred in the ordinary course of business, if any, thatSellers, to the knowledge of Seller, (i) are not substantial purchase or acquire any interest in character, amount Owned Property or extent, (ii) do not materially detract from the value, (iii) do not interfere with present use, of the property subject thereto or affected thereby, and Leased Property; (iv) do not otherwise materially impair all contracts or options (and all amendments, extensions and modifications thereto) granted by the conduct Sellers, or contractual obligations (and all amendments, extensions and modifications thereto) on the part of business any of Seller; or (d) as set forth in Seller’s Disclosure Letter. Seller, as lessee, has the right under valid and subsisting leases to occupy, use and possess all property leased by Seller, as identified in Seller’s Disclosure Letter, andSellers, to sell or dispose of any interest in Owned Property or Leased Property; and (v) all policies of title insurance issued to the knowledge of Seller, there has not occurred under any such lease any breach, violation or defaultSellers with respect to the Facilities. Except as set forth in Seller’s the Disclosure Letter Letter, Sellers have the right under valid and except with respect existing leases or other agreements to deductibles under insurance policies occupy and use all Leased Property which they use in the conduct of the Business. Neither the whole nor any material portion of the Facilities has been condemned, requisitioned or otherwise taken by any Governmental Authority, and none of the Sellers has received any written notice that any such condemnation, requisition or taking is threatened, which condemnation, requisition or taking would preclude or materially impair the current use thereof. Except as set forth in Seller’s the Disclosure Letter, Seller has not experienced any uninsured damage or destruction with respect to all buildings, structures and appurtenances comprising part of the properties identified Facilities which are currently being used in Seller’s Disclosure Letter. To the knowledge conduct of Seller, all properties and assets used by Seller the Business are in good operating satisfactory condition and repairhave been reasonably maintained, suitable for the purposes for which they are currently utilizednormal wear and tear excepted. All Facilities have received all required approvals of Governmental Authorities (including, without limitation, permits and comply with all applicable Rules related thereto. Seller enjoys peaceful and undisturbed possession under all leases for the use a certificate of real or personal property under which Seller is the lessee, and, to the knowledge of Seller, all leases to which Seller is a party are valid and enforceable in all material respects in accordance with the terms thereof except as may be limited by bankruptcy, insolvency, moratorium occupancy or other similar laws affecting creditors’ rights and except as may be limited by the exercise of judicial discretion in applying principles of equity. Seller is not in default with respect to any such lease, and to the knowledge of the officers of Seller no event has occurred which with the lapse of time or the giving of notice, or both, would constitute a default under any such lease. Copies of each such lease are attached to Seller’s Disclosure Letter.certificate

Real Estate. Seller’s Disclosure Letter sets forth a list of all real property, including leaseholds, owned by Seller, together with (i) a description of the locations thereof, (ii) a description of each real property lease, sublease, installment purchase, or similar arrangement to which Seller is a party, and (iii) a description of each contract for the purchase, sale or development of real estate to which Seller is a party. Seller has good and marketable title to the real property, and valid leasehold interests in the leaseholds, set forth in Seller’s Disclosure Letter, free and clear of all Encumbrances, except (a) for rights of lessors, co-lessees or subleases in such matters that are reflected The Sellers do not own any real property used in the lease; Business. The only real property used by the Selling Entity are the Branches and the corporate office, each of which is leased pursuant to the leases identified on Schedule 1.1(b) (collectively, the “Leased Real Property” or the “Real Property”). (b) Encumbrances for current taxes not yet due To the Sellers’ Knowledge, none of the Unexpired Leases and payable; no extract or memorandum therefor has been recorded or filed with any recording or filing office of any jurisdiction by the Sellers and by the landlord thereunder. (c) Encumbrances incurred To Seller’s Knowledge (provided that this knowledge qualifier shall not apply in the case of improvements made by a Seller), all buildings, structures, fixtures and improvements, and all mechanical and operating systems comprising a part of the Real Property are structurally sound, in compliance with all material Requirements of Law and restrictive covenants, easements and any similar instruments and agreements pertaining thereto and in good condition, ordinary course wear and tear excepted, and are sufficient to carry on the Businesses as conducted thereon. The Sellers are not aware of businessany uncured deficiencies by any landlord for any of the Branches and the Sellers have given the landlords all notices required to be given under the Assumed Leases. (d) All utilities and services currently provided to the Branches, including alarm services, if any, thatare adequate for use in the Businesses as currently conducted thereon. (e) The use and operation of the Branches are in conformance with all applicable Requirements of Law, Orders and Permits, except where failure to conform with applicable Requirements of Law, Orders and permits would not have a Material Adverse Effect on the Purchased Assets or Businesses. All utility charges previously due prior to the Effective Date and payable with respect to each Branch have been fully paid. (f) To Sellers’ Knowledge, there are currently no restrictions on entrance to or exit from any of the Branches to adjacent public streets and highways and, to the knowledge Sellers’ Knowledge, no conditions exist that will result in the termination of Sellerthe present access to and from any of the Branches to existing public streets and highways. (g) To Sellers’ Knowledge, there are no proposed reassessments (other than regular periodic reassessments required by statute) of any of the Real Property by any Governmental or Regulatory Authority and there are no contingencies existing under which any assessment for real estate taxes may be retroactively filed against the Real Property. (h) The Sellers have never received written notice of default in the performance, observance or fulfillment of any material obligation, covenant or condition contained in any Lease, easement, restrictive covenant or any similar instrument or agreement affecting any of the Real Property, which have not been cured or otherwise resolved to the reasonable satisfaction of the applicable landlord, landowner or governmental authority. (i) To the Sellers’ Knowledge, there are not substantial in characterno condemnation, amount appropriation or extentother proceedings involving any taking of any of the Branches pending or threatened. (j) The Sellers have provided or caused to be provided to the Buyer true and complete copies of each Unexpired Lease. (k) Except as set forth on Schedule 5.9, no work has been performed on or materials supplied to the Real Property within any applicable statutory period which will give rise to mechanics’ or materialmen’s liens. (iil) do not materially detract Except as set forth on Schedule 5.9, no notices to governmental agencies, Permits, licenses, approvals, taxes or fees (other than recording fees) are required to be filed, secured or paid for respecting either (i) the transfer of the leases of the Leased Real Property from the value, Sellers to the Buyer (iii) do not interfere with present use, of the property subject thereto or affected thereby, and (iv) do not otherwise materially impair the conduct of business of Seller; or (dother than landlord consents to assignment) as set forth in Seller’s Disclosure Letter. Seller, as lessee, has this Agreement or (ii) the right under valid entering of the Sellers and subsisting leases to occupy, use and possess all property leased by Seller, as identified in Seller’s Disclosure Letter, and, to the knowledge of SellerBuyer into the Lease Agreements. (m) To the Sellers’ Knowledge, there has not occurred under have been no occurrences or actions at any of the Leased Real Property during the respective lease terms for such lease Leased Real Property that would form the basis for any breachclaims, violation actions or default. Except as set forth in Seller’s Disclosure Letter and except with respect to deductibles under insurance policies set forth in Seller’s Disclosure Letter, Seller has not experienced any uninsured damage or destruction with respect to the properties identified in Seller’s Disclosure Letter. To the knowledge of Seller, all properties and assets used by Seller are in good operating condition and repair, suitable for the purposes for which they are currently utilized, and comply with all applicable Rules related thereto. Seller enjoys peaceful and undisturbed possession under all leases for the use of real or personal property under which Seller is the lessee, and, to the knowledge of Seller, all leases to which Seller is a party are valid and enforceable in all material respects in accordance with the terms thereof except as may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting creditors’ rights and except as may be limited legal proceedings by the exercise of judicial discretion in applying principles of equity. Seller is not in default with respect to respective landlords or any such lease, and to the knowledge of the officers of Seller no event has occurred which with the lapse of time or the giving of notice, or both, would constitute a default under any such lease. Copies of each such lease are attached to Seller’s Disclosure Letterother third parties.

Real Estate. Seller’s (a) Sellers have made available to Buyer for review (and Buyer hereby acknowledges access to) true and correct copies of those title insurance policies and commitments (collectively, the “Title Information”) and surveys (collectively, the “Surveys”) described on Disclosure Letter sets Schedule, Section 5.3 with respect to the Real Estate owned or leased by Sellers and used in the operation of the Business. The Title Information and Surveys cover portions of such Real Estate reflected therein and, to the Knowledge of Sellers, reflect the status of Sellers’ title to such portions of such Real Estate as of the date of each individual document comprising the Title Information and Surveys. The Real Estate owned or leased by Sellers and used in the operation of the Business as presently conducted is, in all material respects, included among the Transferred Assets and identified on Exhibit A, except to the extent described among the Excluded Assets or as otherwise noted on Exhibit A or Disclosure Schedule, Section 5.3. Sellers have made available to Buyer for review (and Buyer hereby acknowledges access to) true and correct copies of each lease of such Real Estate occupied by Sellers and used in the operation of the Business (collectively, the “Leases”) which copies of the Leases include all amendments and modifications to the same, and which Leases are identified in Exhibit A. (b) To the Knowledge of Sellers, Exhibit A truly and correctly identifies, in all material respects, the Real Estate leased by Sellers and used in the operation of the Business. Except as set forth on Exhibit A or Disclosure Schedule, Section 5.3 and except as a list result of all real propertythe Bankruptcy Cases, including leaseholds, owned by Seller, together with (i) to Sellers’ Knowledge, Sellers and each other Person obligated as a description party to any of the locations thereofLeases have been in compliance with all applicable terms and requirements of the Leases, (ii) a description to Sellers’ Knowledge, no event has occurred or circumstance exists that (with or without notice or lapse of each real property leasetime) may contravene, sublease, installment purchaseconflict with, or similar arrangement result in a material breach of or default under, or give Sellers or any such other Person the right to which Seller is declare a partymaterial breach or default under, or to accelerate the maturity or performance of, or to cancel, terminate or modify, any such Lease, and (iii) a description of each contract for the purchase, sale or development of real estate to which Seller is a party. Seller has good and marketable title to the real property, and valid leasehold Sellers’ interests in the leaseholdsLeases have not been assigned, set forth in Seller’s Disclosure Lettertransferred, free or conveyed, other than by Encumbrances that will be released and clear of all Encumbrances, except (a) for rights of lessors, co-lessees or subleases in such matters that are reflected in discharged by the lease; (b) Encumbrances for current taxes not yet due and payable; (c) Encumbrances incurred in the ordinary course of business, if any, that, to the knowledge of Seller, (i) are not substantial in character, amount or extent, (ii) do not materially detract from the value, (iii) do not interfere with present use, effect of the property subject thereto or affected thereby, and (iv) do not otherwise materially impair the conduct of business of Seller; or (d) as set forth in Seller’s Disclosure Letter. Seller, as lessee, has the right under valid and subsisting leases to occupy, use and possess all property leased by Seller, as identified in Seller’s Disclosure Letter, and, to the knowledge of Seller, there has not occurred under any such lease any breach, violation or defaultApproval Order at Closing. Except as set forth in Seller’s on Exhibit A or Disclosure Letter and except with respect to deductibles under insurance policies set forth in Seller’s Disclosure LetterSchedule, Seller has Section 5.3, Sellers have not experienced any uninsured damage or destruction with respect to the properties identified in Seller’s Disclosure Letter. To the knowledge of Seller, all properties and assets used by Seller are in good operating condition and repair, suitable for the purposes for which they are currently utilized, and comply with all applicable Rules related thereto. Seller enjoys peaceful and undisturbed possession under all leases for the use of real or personal property under which Seller is the lessee, andgiven or, to the knowledge Knowledge of SellerSellers, all leases received from any other Person, at any time since May 31, 2002, any written notification regarding a material breach of or default under any Lease. Except as set forth on Exhibit A or Disclosure Schedule, Section 5.3, to which Seller the Knowledge of Sellers, each Lease is a party are in full force and effect, is valid and enforceable in all material respects in accordance with the terms thereof its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, moratorium moratorium, or other similar laws affecting Laws from time to time in effect which affect creditors’ rights generally and by legal and equitable limitations on the availability of equitable remedies (provided, however, that Sellers do hereby represent to Buyer that there are no orders that have been entered in Sellers’ Bankruptcy Cases that in any way limit, modify, or diminish the enforceability of any material Lease). Except as set forth on Exhibit A or Disclosure Schedule, Section 5.3, each material Lease has not been rejected, whether by operation of law or otherwise, in Sellers’ Bankruptcy Cases, and may, upon (and subject to) entry of and pursuant to the Approval Order, be assigned by Sellers. Except for the Leases, there are no material leases with respect to such Real Estate occupied by Sellers and used in the operation of the Business to which Sellers are a party and which are necessary for the operation of the Business as currently conducted. To the Knowledge of Sellers, all facilities leased or subleased pursuant to any Lease have received all approvals of Governmental Authorities (including Property Permits) required in connection with the operation of the Business and have been operated and maintained in accordance with Applicable Laws, except where the failure to obtain such approval or to so operate or maintain such facilities would not be expected to have a Material Adverse Effect. (c) Except as set forth on Exhibit A or Disclosure Schedule, Section 5.3, to the Knowledge of Sellers, (i) Exhibit A contains, in all material respects, accurate and complete legal descriptions for all land included within the Real Estate owned by Sellers and used in the operation of the Business, and (ii) the Title Information contains, in all material respects, descriptions of land relating to any appurtenant right-of-way, easement or other property right. (d) Except as set forth on Exhibit A or Disclosure Schedule, Section 5.3, there is no pending eminent domain proceeding that would result in the taking of all or any material part of any of the Real Estate owned by Sellers and used in the operation of the Business or, to the Knowledge of Sellers, leased by Sellers and used in the operation of the Business or that would prevent or hinder, in material respects, the continued use of any of such Real Estate as currently being used by Sellers in the conduct of the Business. Except as disclosed on Exhibit A or Disclosure Schedule, Section 5.3 and except as may would not be limited by expected to have a Material Adverse Effect, to the exercise Knowledge of judicial discretion in applying principles of equity. Seller is not in default with respect Sellers there are no structural defects relating to any of the improvements comprising part of such leaseReal Estate, subject to normal wear and tear, obsolescence, and casualty, if any. Except as set forth on Exhibit A or Disclosure Schedule, Section 5.3, to the knowledge Knowledge of Sellers, no default or breach exists (or would result from the consummation of the officers transactions contemplated hereunder) under any material easements, licenses, rights-of-way, or other real property rights and privileges included as part of Seller no event has occurred which the Real Estate owned by Sellers and used in the operation of the Business, except as would not be expected to have a Material Adverse Effect. To the Knowledge of Sellers, all facilities located on such Real Estate have received all approvals of Governmental Authorities (including Property Permits) required in connection with the lapse operation of time the Business and have been operated and maintained in accordance with Applicable Laws, except where the failure to receive such approval or to so operate or maintain such facilities would not be expected to have a Material Adverse Effect. Except as set forth on Exhibit A or Disclosure Schedule, Section 5.3, to the giving Knowledge of noticeSellers there are no outstanding options or rights of first refusal to purchase any such Real Estate or any portion thereof or interest therein. To the Knowledge of Sellers, all facilities located on the Real Estate owned by Sellers and used in the operation of the Business or leased by Sellers and used in the operation of the Business are supplied with utilities necessary for the operation of such facilities, including, where appropriate, gas, electricity, water, telephone, sanitary sewer and storm sewer, which utilities are provided via public roads or via appurtenant easements benefiting such Real Estate, except where the failure to have such utilities or such access to such utilities would not be expected to have a Material Adverse Effect. To the Knowledge of Sellers, the Real Estate owned by Sellers and used in the operation of the Business or leased by Sellers and used in the operation of the Business abuts on and has direct vehicular access to a public road, or bothhas access to a public road via an appurtenant easement benefiting such Real Estate where appropriate, except where the failure to have such access would constitute not be expected to have a default under any such lease. Copies Material Adverse Effect. (e) Except as set forth on Exhibit A or Disclosure Schedule, Section 5.3, from and after May 31, 2002, to and including the date of each such lease are attached to Seller’s Disclosure Letterthis Agreement, there have been no casualty losses exceeding $1,000,000, in the aggregate, affecting the Real Estate included as part of the Transferred Assets and the Tangible Property.

Real Estate. Seller’s Disclosure Letter (a) Except for the Related Facilities, Sellers do not own any real estate. (b) SCHEDULE 11.14(b) sets forth a list of all leases of real property, including leaseholds, owned by Seller, together with property and improvements relating to the Acquired Business (i) a description "Leases"). True and correct copies of the locations thereof32 39 Leases, (ii) as amended, have been delivered to Buyer and have not been amended since the delivery of such copies. The Leases, as amended, are in full force and effect, the applicable Seller has a description of valid and existing leasehold interest under each real property lease, sublease, installment purchase, or similar arrangement to which Seller is a party, and (iii) a description of each contract such Lease for the purchase, sale or development of real estate to which Seller is a party. Seller has good and marketable title to the real property, and valid leasehold interests in the leaseholds, term set forth in Seller’s Disclosure Letter, free and clear of all Encumbrances, except (a) for rights of lessors, co-lessees or subleases in such matters that are reflected in the lease; (b) Encumbrances for current taxes not yet due and payable; (c) Encumbrances incurred in the ordinary course of business, if any, that, to the knowledge of Seller, (i) are not substantial in character, amount or extent, (ii) do not materially detract from the value, (iii) do not interfere with present use, of the property subject thereto or affected thereby, and (iv) do not otherwise materially impair the conduct of business of Seller; or (d) as set forth in Seller’s Disclosure Letter. Seller, as lessee, has the right under valid and subsisting leases to occupy, use and possess all property leased by Seller, as identified in Seller’s Disclosure Lettertherein, and, neither any Seller, nor to the knowledge best of any Seller's knowledge, there has not occurred any other party, thereto is in default or breach under any such lease any breach, violation or defaultLease. Except as set forth in Seller’s Disclosure Letter and except with respect to deductibles under insurance policies set forth in Seller’s Disclosure Letter, Seller has not experienced any uninsured damage or destruction with respect to the properties identified in Seller’s Disclosure Letter. To the knowledge of Seller, all properties and assets used by Seller are in good operating condition and repair, suitable for the purposes for which they are currently utilized, and comply with all applicable Rules related thereto. Seller enjoys peaceful and undisturbed possession under all leases for the use of real or personal property under which Seller is the lessee, and, to the knowledge of Seller, all leases to which Seller is a party are valid and enforceable in all material respects in accordance with the terms thereof except as may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting creditors’ rights and except as may be limited by the exercise of judicial discretion in applying principles of equity. Seller is not in default with respect to any such lease, and to the knowledge of the officers of Seller no No event has occurred which which, with the lapse passage of time or the giving of notice, notice or both, would constitute cause a breach of or default under any of such lease. Copies Leases by any Sellers, or, to the best of any Seller's knowledge, any other party. (c) The properties set forth on SCHEDULES 1.6(a) AND (b) AND 11.14(b) constitute all of the real estate used or occupied by Sellers in connection with the Acquired Business, and, to the best of Sellers' knowledge, each such lease are attached property has access, sufficient for the conduct of the business conducted thereon, to Seller’s Disclosure Letterpublic roads and to all utilities, including electricity, sanitary and storm sewer, potable water, natural gas and other utilities, used in the operations of the Acquired Business. (d) No Seller is in violation of any applicable zoning ordinance or other law, regulation, or requirement relating to the operation of any of the properties used in the Acquired Business, including, without limitation, applicable environmental protection and occupational health and safety laws and regulations, and no Seller has received any notice of any such violation, or of the existence of any condemnation proceeding with respect to any such properties owned or leased by it. (e) At the Closing, all Acquired Facilities shall be surrendered to Buyer in clean, good operating condition (reasonable wear and tear excepted). Prior to the Closing, Sellers shall lawfully remove and dispose of all waste, refuse and rubbish from the Acquired Facilities. At the Closing, the condition of the Acquired Facilities and the activities conducted by Sellers thereat shall comply fully with all applicable environmental, occupational zoning, fire, health and safety laws, rules and regulations.

Real Estate. Seller’s Disclosure Letter sets forth a list of all real property, including leaseholds, owned by Seller, together with (i) a description of the locations thereof, (ii) a description of each real property lease, sublease, installment purchase, or similar arrangement to which Seller is the sole owner of a partyfee simple interest in the Real Estate. Except as may be disclosed in the Seller Disclosure Schedule, and (iii) a description of each contract for the purchase, sale or development of real estate to which Seller is a party. Seller has good good, marketable and marketable insurable title to the real property, and valid leasehold interests in the leaseholds, set forth in Seller’s Disclosure LetterReal Estate, free and clear of all Encumbrancesany Liens, except for Permitted Encumbrances. (aii) To Seller’s Knowledge, none of the Real Estate, as currently used, is in violation in any material respect of any applicable building, zoning, subdivision, Environmental Law or other governmental ordinance, resolution, statute, rule, order or regulation with respect to the ownership, operation, use, maintenance or condition thereof, or requiring any material repair or alteration other than those repairs or alterations that will have been made before the Closing Date; (iii) To Seller’s Knowledge, there is no material structural defect in any improvement on or to any of the Real Estate; (iv) Seller has paid or will pay in full on or before the Closing Date all bills and invoices for rights labor and materials of lessorsany kind arising from the operation, corepair, maintenance or leasing or any of the Real Estate by Seller that could result in a mechanics lien or a claim for a mechanics lien; (v) Seller has received no notice of any condemnation or eminent domain proceeding pending or threatened against any Real Estate, and has no Knowledge of any change or proposed change in the route, grade or width of, or otherwise affecting, any street or road adjacent to or serving any Real Estate; (vi) The water, sewer, electric and other utility services currently available to the Real Estate are adequate for the present use of the Real Estate by Seller in conducting the business of the Branches and are being supplied to Seller by utility companies or municipalities, and no condition presently exists that, to Seller’s Knowledge, will result in the termination of the Real Estate’s access to any such utility services; (vii) All authorizations and rights-lessees or subleases in such matters of-way, including proof-of-dedication, that are reflected necessary to ensure vehicular and pedestrian ingress and egress to and from the Real Estate have been obtained, and there are no restrictions on such access to the Real Estate from presently existing adjacent public roads, and no condition presently exists that, to Seller’s Knowledge, will result in the lease; termination of such access; (bviii) Encumbrances for current taxes not yet due and payable; (c) Encumbrances incurred in the ordinary course of businessAll real estate taxes, if any, that, to due and payable on or before the knowledge of Seller, (i) are not substantial in character, amount or extent, (ii) do not materially detract from the value, (iii) do not interfere with present use, of the property subject thereto or affected thereby, and (iv) do not otherwise materially impair the conduct of business of Seller; or (d) as set forth in Seller’s Disclosure Letter. Seller, as lessee, has the right under valid and subsisting leases to occupy, use and possess all property leased by Seller, as identified in Seller’s Disclosure Letter, and, to the knowledge of Seller, there has not occurred under any such lease any breach, violation or default. Except as set forth in Seller’s Disclosure Letter and except Closing Date with respect to deductibles under insurance policies set forth any of the Real Estate will have been paid in full on or before the Closing Date; (ix) To Seller’s Disclosure LetterKnowledge, Seller no activity or condition exists at or upon the Real Estate that violates any Environmental Law, and no condition has not experienced any uninsured damage existed or destruction event has occurred with respect to the properties identified in Seller’s Disclosure Letter. To the knowledge of SellerReal Estate that, all properties and assets used by Seller are in good operating condition and repair, suitable for the purposes for which they are currently utilized, and comply with all applicable Rules related thereto. Seller enjoys peaceful and undisturbed possession under all leases for the use of real or personal property under which Seller is the lessee, and, to the knowledge of Seller, all leases to which Seller is a party are valid and enforceable in all material respects in accordance with the terms thereof except as may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting creditors’ rights and except as may be limited by the exercise of judicial discretion in applying principles of equity. Seller is not in default with respect to any such lease, and to the knowledge of the officers of Seller no event has occurred which with the lapse of time notice or the giving passage of noticetime, or both, would constitute a default under violation of any Environmental Law or obligate (or potentially obligate) Seller to remedy, stabilize, neutralize or otherwise alter the environmental condition of the Real Estate where the cost of such leaseactions would be material in the aggregate. Copies of each such lease are attached Seller has not received any written notice from any person or entity, and to Seller’s Disclosure LetterKnowledge no facts or circumstances reasonably exist, that the operation or condition of any of the Real Estate is or was in violation of any Environmental Law or that a Release of Hazardous Materials has occurred at, on or under the Real Estate or that Seller is responsible (or potentially responsible) for the cleanup or other remediation of any Hazardous Materials at, on or beneath any such property; and (x) Except as may be otherwise specifically set forth in this Agreement, the Real Property is sold to Purchaser “AS IS, WHERE IS,” with no implied warranties or representations whatsoever.

Real Estate. Seller’s Disclosure Letter sets forth a list of all real property, including leaseholds, owned by Seller, together with (i) a description Schedule 1.1.8 accurately lists and ----------- describes all of the locations thereofReal Estate held or used by Sellers in the operation of the Stations. Sellers currently use the Real Estate in a manner that is consistent with the current operation of the Stations. Sellers know of no restriction that would prohibit the continued use of the Real Estate for the operation of the Stations, (ii) except as otherwise disclosed on the schedules attached hereto or in Sellers' Disclosure Letter. At Closing, Sellers shall convey each portion of the Owned Real Estate to Buyer in accordance with the terms hereof, pursuant to a description deed, with respect to each such portion of each real property leaseOwned Real Estate, sublease, installment purchase, or in recordable and substantially similar arrangement form to the deed pursuant to which Seller is a party, and (iii) a description took title to such portion of each contract for the purchase, sale or development of real estate to which Seller is a partyOwned Real Estate. Seller has good and marketable Sellers have insurable fee simple title to the real property, Owned Real Estate and valid leasehold interests in have obtained title insurance on the leaseholds, set forth in Seller’s Disclosure LetterOwned Real Estate (including the improvements thereon), free and clear of all Encumbrancesliens, mortgages, pledges, covenants, easements, restrictions, encroachments, charges and other claims and encumbrances of any nature whatsoever, and mineral, timber, oil or gas rights, the exercise of which would materially adversely affect the current operations of the Stations or to Sellers' knowledge, the intended continued operation of the Stations in a similar fashion, except for Permitted Liens (aas hereinafter defined) for rights of lessors, co-lessees or subleases in such matters that are reflected as disclosed in the lease; (b) Encumbrances for current taxes not yet due and payable; (c) Encumbrances incurred in the ordinary course of business, if any, that, to the knowledge of Seller, (i) are not substantial in character, amount or extent, Sellers' Disclosure Letter; (ii) do not materially detract from the valueEach lease, (iii) do not interfere with present useincluding any amendments thereto and assignments thereof, under which any Seller uses or occupies any Real Estate or under which any Seller grants any third party a right to use or occupy any portion of the property subject thereto or affected therebyReal Estate (individually, "Real Estate Lease," and collectively, "Real Estate Leases") is to Sellers' knowledge, in full force and effect and is binding and enforceable on Sellers in accordance with its terms. To Sellers' knowledge, Sellers are not in material default under, and (iv) do not otherwise materially impair the conduct have received no notice of business a default or claim of Seller; or (d) as set forth in Seller’s Disclosure Letter. Seller, as lessee, has the right under valid and subsisting leases to occupy, use and possess all property leased by Seller, as identified in Seller’s Disclosure Letter, and, to the knowledge of Seller, there has not occurred default against Sellers under any such lease any breachReal Estate Lease, violation or default. Except as set forth in Seller’s Disclosure Letter and except with respect to deductibles under insurance policies set forth in Seller’s Disclosure Letter, Seller has not experienced any uninsured damage or destruction with respect to the properties identified in Seller’s Disclosure Letter. To the Sellers have no knowledge of Sellerany event or circumstance that, all properties and assets used by Seller are in good operating condition and repair, suitable for the purposes for which they are currently utilized, and comply with all applicable Rules related thereto. Seller enjoys peaceful and undisturbed possession under all leases for the use of real or personal property under which Seller is the lessee, and, to the knowledge of Seller, all leases to which Seller is a party are valid and enforceable in all material respects in accordance with the terms thereof except as may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting creditors’ rights and except as may be limited by the exercise of judicial discretion in applying principles of equity. Seller is not in default with respect to any such lease, and to the knowledge of the officers of Seller no event has occurred which with the lapse passage of time or the giving of notice, notice or both, would constitute result in (x) a material default by a Seller or (y) a default by any other party to the Real Estate Leases. To Sellers' knowledge, no notice of termination has been received by Sellers with respect to any Real Estate Lease, except as otherwise disclosed on the schedules attached hereto or the Sellers' Disclosure Letter. With respect to those Real Estate Leases pursuant to which Seller occupies the premises as tenant thereunder, Sellers shall use commercially reasonable efforts to obtain the consent of the landlords under each material Real Estate Lease, respectively, to the assignment of such Real Estate Lease to Buyer substantially on the terms and conditions as Sellers now enjoy under the Real Estate Leases. (iii) To Sellers' knowledge and unless otherwise noted in the schedules attached hereto or the Sellers' Disclosure Letter, no persons or entities other than the Sellers have any such lease. Copies of each such lease are interest in the Owned Real Estate, apart from Permitted Liens; (iv) The buildings (or portions thereof), improvements and fixtures located on or attached to Seller’s Disclosure Letterthe Real Estate are reasonably suitable for their current use by the Stations. (v) No condemnation of any of the Real Estate has occurred. To Sellers' knowledge, there are no pending or threatened condemnation or eminent domain proceedings that may materially adversely affect the use of the Real Estate for the operation of the Stations. (vi) To Sellers' knowledge, Sellers presently have adequate routes of ingress and egress to, from and over all of the Real Estate necessary to operate the Stations. (vii) In Sellers' opinion, the improvements on the Real Estate have adequate utility services for the operations of the Stations. (viii) To Sellers' knowledge, no improvement of Seller on any of the Owned Real Estate encroaches upon the adjacent real property of any other person or entity so as to materially interfere with the current use of the Real Estate by Sellers.

Real Estate. Seller’s Disclosure Letter sets forth a list of all real property, including leaseholds, owned by Seller, together with (i) a description of the locations thereof, (ii) a description of each real property lease, sublease, installment purchase, or similar arrangement to which Seller is a party, and (iii) a description of each contract for the purchase, sale or development of real estate to which Seller is a party. Seller has good and marketable title to the real property, and valid leasehold interests in the leaseholds, set forth in Seller’s Disclosure Letter, free and clear of all Encumbrances, except (a) for rights The Company does not lease any real property. Schedule 4.1.8(a) lists all of lessors, co-lessees the Owned Real Property. No pending Proceedings or subleases in such matters that are reflected in Orders exist against the lease; (b) Encumbrances for current taxes not yet due and payable; (c) Encumbrances incurred in the ordinary course of business, if any, thatCompany or, to the knowledge Knowledge of the Seller, (i) are not substantial in characterany other party which would require the repair, amount alteration or extent, (ii) do not materially detract from the value, (iii) do not interfere with present use, correction of any existing condition of any portion of any of the property subject thereto or affected thereby, and (iv) do not otherwise materially impair the conduct of business of Seller; or (d) as set forth in Seller’s Disclosure LetterOwned Real Property. Seller, as lessee, has the right under valid and subsisting leases to occupy, use and possess all property leased by Seller, as identified in Seller’s Disclosure Letter, and, to the knowledge of Seller, there The Company has not occurred under received any such lease written notice from any breachGovernmental Body that any of the improvements on the Owned Real Property or the Company’s use of the Owned Real Property violates any use or occupancy restrictions, violation any covenant of record or default. Except as set forth in Seller’s Disclosure Letter and except with respect to deductibles under insurance policies set forth in Seller’s Disclosure Letter, Seller has not experienced any uninsured damage zoning or destruction with respect to the properties identified in Seller’s Disclosure Letterbuilding Legal Requirement. To the knowledge Knowledge of the Seller, all properties the current use and assets used by Seller are operation of the Owned Real Property is in good operating condition and repair, suitable for the purposes for which they are currently utilized, and comply with all applicable Rules related thereto. Seller enjoys peaceful and undisturbed possession under all leases for the use of real or personal property under which Seller is the lessee, and, to the knowledge of Seller, all leases to which Seller is a party are valid and enforceable compliance in all material respects in accordance with all applicable Legal Requirements including without limitation Legal Requirements relating to parking, zoning, land use and public and private covenants and restrictions. To the terms thereof except as may be limited by bankruptcyKnowledge of the Seller, insolvency, moratorium or other similar laws affecting creditors’ rights and except as may be limited by the exercise of judicial discretion in applying principles of equity. Seller Owned Real Property is not in default subject to any rights of way, building use restrictions, exceptions, easements, variances, reservations, or limitations of any nature except (i) mortgages or security interests shown on the Financial Statements as securing specified liabilities or obligations, with respect to any such leasewhich no default or event that, and to the knowledge of the officers of Seller no event has occurred which with the notice or lapse of time or the giving of notice, or both, would constitute a default, exists, (ii) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Financial Statements (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default under any or event that, with notice or lapse of time or both, would constitute a default, exists, (iii) Liens for current Taxes not yet due, (iv) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the value or materially impairs the use of the Owned Real Property, or materially impairs the operations of the Business, (v) zoning laws and other land use restrictions that do not materially impair the present use of the Owned Real Property, (vi) as recorded in the public records of Kenosha County, Wisconsin, and (vii) as would be disclosed by a current, accurate ALTA/ACSM Land Title Survey of the Owned Real Property. There are no pending condemnation or eminent domain Proceedings with respect to the Owned Real Property. (b) To the Knowledge of the Seller, (i) the buildings, plants, structures, furniture, and material machinery, tools, dies, fixtures and equipment of the Company including the facility located on the Owned Real Property are structurally sound and are in good and serviceable operating condition and repair, ordinary wear and tear excepted; and (ii) all such lease. Copies buildings, plants, structures, machinery, tools, dies, furniture, fixtures and equipment including such facility are sufficient to carry on the business of each such lease are attached to Seller’s Disclosure Letterthe Company as it is currently conducted.

Real Estate. Seller’s Acquiror's Disclosure Letter sets forth a list of all real property, including leaseholds, owned by SellerAcquiror, together with (i) a description of the locations thereof, (ii) a description of each real property lease, sublease, installment purchase, or similar arrangement to which Seller Acquiror is a party, and (iii) a description of each contract for the purchase, sale or development of real estate to which Seller Acquiror is a party. Seller Acquiror has good and marketable title to the real property, and valid leasehold interests in the leaseholds, set forth in Seller’s Acquiror's Disclosure Letter, free and clear of all Encumbrances, except (a) for rights of lessors, co-lessees or subleases sublessees in such matters that are reflected in the lease; (b) Encumbrances for current taxes not yet due and payable; (c) Encumbrances incurred in the ordinary course of business, if any, that, to the knowledge of SellerAcquiror, (i) are not substantial in character, amount or extent, (ii) do not materially detract from the value, (iii) do not interfere with present use, of the property subject thereto or affected thereby, and (iv) do not otherwise materially impair the conduct of business of SellerAcquiror; or (d) as set forth in Seller’s Acquiror's Disclosure Letter. SellerAcquiror, as lessee, has the right under valid and subsisting leases to occupy, use and possess all property leased by Sellerit, as identified in Seller’s Acquiror's Disclosure Letter, and, to the knowledge of SellerAcquiror, there has not occurred under any such lease any breach, violation or default. Except as set forth in Seller’s Acquiror's Disclosure Letter and except with respect to deductibles under insurance policies set forth in Seller’s Acquiror's Disclosure Letter, Seller Acquiror has not experienced any uninsured damage or destruction with respect to the properties identified in Seller’s Acquiror's Disclosure Letter. To the knowledge of SellerAcquiror, all properties and assets used by Seller Acquiror are in good operating condition and repair, suitable for the purposes for which they are currently utilized, and comply with all applicable Rules related thereto. Seller Acquiror enjoys peaceful and undisturbed possession under all leases for the use of real or personal property under which Seller it is the lessee, and, to the knowledge of SellerAcquiror, all leases to which Seller Acquiror is a party are valid and enforceable in all material respects in accordance with the terms thereof except as may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting creditors’ ' rights and except as may be limited by the exercise of judicial discretion in applying principles of equity. Seller Acquiror is not in default with respect to any such lease, and to the knowledge of the officers of Seller Acquiror no event has occurred which with the lapse of time or the giving of notice, or both, would constitute a default under any such lease. Copies of each such lease are attached to Seller’s Acquiror's Disclosure Letter.

Real Estate. Seller’s (a) Section 4.17(a) of the Company Disclosure Letter sets forth Schedule lists the location of each parcel of real property in which the Company or any of the Company Subsidiaries holds any title ownership or land use rights where title ownership is not available to private parties in the jurisdiction in which such real property is located ("Owned Real Property") which is material to the business of the Company and the Company Subsidiaries taken as a list of all real propertywhole. Except as would not have a Company Material Adverse Effect, including leaseholds, owned by Seller, together with (i) a description each of the locations thereof, (ii) a description of each real property lease, sublease, installment purchaseCompany and the Company Subsidiaries holds good and valid title to, or similar arrangement to which Seller is a partyvalid land use rights with respect to, and (iii) a description each parcel of each contract for the purchase, sale or development of real estate to which Seller is a party. Seller has good and marketable title to the real property, and valid leasehold interests in the leaseholds, set forth in Seller’s Disclosure Letter, Owned Real Property free and clear of all EncumbrancesLiens and encumbrances, except Permitted Encumbrances and (aii) for rights each of lessorsthe Company and the Company Subsidiaries has paid in full any and all amounts (including, co-lessees if applicable, land grant premiums) required under applicable Law in connection with securing such title or subleases in such matters that are reflected in the lease; land use rights. (b) Encumbrances for current taxes Section 4.17(b) of the Company Disclosure Schedule lists the location of each parcel of real property leased by the Company or a Company Subsidiary ("Leased Real Property") which is material to the business of the Company and the Company Subsidiaries taken as a whole. Except as would not yet due have a Company Material Adverse Effect, each of the Company and payable; the Company Subsidiaries has a valid leasehold interest in all of its Leased Real Property free and clear of any and all Liens and encumbrances, except Permitted Encumbrances. (c) Encumbrances incurred in the ordinary course of businessExcept as would not have a Company Material Adverse Effect, if any, that, to the knowledge of Seller, (i) are not substantial in character, amount or extent, (ii) do not materially detract from the value, (iii) do not interfere with present use, each of the property subject thereto Company and the Company Subsidiaries has title to, or affected thereby, and (iv) do not otherwise materially impair the conduct of business of Seller; or (d) as set forth in Seller’s Disclosure Letter. Sellera valid leasehold interest in, as lessee, has the right under valid and subsisting leases to occupy, use and possess all property leased by Seller, as identified in Seller’s Disclosure Letter, and, to the knowledge of Seller, there has not occurred under any such lease any breach, violation or default. Except as set forth in Seller’s Disclosure Letter and except with respect to deductibles under insurance policies set forth in Seller’s Disclosure Letter, Seller has not experienced any uninsured damage or destruction with respect to the properties identified in Seller’s Disclosure Letter. To the knowledge of Sellerapplicable, all properties personal property used in their respective businesses free and assets used by Seller clear of any and all Liens and encumbrances, except Permitted Encumbrances. Such personal property and Owned Real Property and Leased Real Property (taken as a whole) are in good operating condition and repair, suitable for the purposes for which they are currently utilizedordinary wear and tear and deferred maintenance excepted, and comply with all applicable Rules related thereto. Seller enjoys peaceful except for such failures to be in good operating condition and undisturbed possession under all leases for the use of real or personal property under repair which Seller is the lessee, and, to the knowledge of Seller, all leases to which Seller is would not have a party are valid and enforceable in all material respects in accordance with the terms thereof except as may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting creditors’ rights and except as may be limited by the exercise of judicial discretion in applying principles of equity. Seller is not in default with respect to any such lease, and to the knowledge of the officers of Seller no event has occurred which with the lapse of time or the giving of notice, or both, would constitute a default under any such lease. Copies of each such lease are attached to Seller’s Disclosure LetterCompany Material Adverse Effect.

Real Estate. Seller’s Disclosure Letter sets forth a list of all real property, including leaseholds, owned by Seller, together with (i) a description of the locations thereof, (ii) a description of each real property lease, sublease, installment purchase, or similar arrangement to which Seller is a party, and (iii) a description of each contract for the purchase, sale or development of real estate to which Seller is a party. Seller has good and marketable title to the real property, and valid leasehold interests in the leaseholds, set forth in Seller’s Disclosure Letter, free and clear of all Encumbrances, except (a) for rights of lessors, co-lessees or subleases in such matters that are reflected in the lease; (bSCHEDULE 3.7(a) Encumbrances for current taxes not yet due contains a complete and payable; (c) Encumbrances incurred in the ordinary course of business, if any, that, to the knowledge of Seller, (i) are not substantial in character, amount or extent, (ii) do not materially detract from the value, (iii) do not interfere with present use, accurate list of the property subject thereto or affected thereby, Leased Premises and (iv) do not otherwise materially impair the conduct Assumed Leases. Buyer has been provided with a complete and correct copy of business of Seller; or (d) as set forth in Seller’s Disclosure Letter. Seller, as lessee, has the right under valid and subsisting leases to occupy, use and possess all property leased by Seller, as identified in Seller’s Disclosure Letter, and, to the knowledge of Seller, there has not occurred under any such lease any breach, violation or defaulteach Assumed Lease. Except as set forth in SCHEDULE 3.7(a), each Assumed Lease is in full force and effect and, to Seller’s Disclosure Letter 's knowledge, neither Seller nor any Subsidiary has violated, and except with respect the landlord has not waived, any of the material terms or conditions of any Assumed Lease and, to deductibles Seller's knowledge, all the material covenants to be performed by the Seller or a Subsidiary and the landlord under insurance policies each Assumed Lease prior to the date hereof or the Closing Date, as applicable, have been performed in all material respects. (b) SCHEDULE 3.7(b) contains a complete and accurate list of the Transferred Premises. Seller or a Subsidiary has good and valid title to the Transferred Premises. Except as set forth on SCHEDULE 3.7(b), none of such Transferred Premises are subject to any Encumbrance except for Permitted Encumbrances. (c) The use of any Leased Premises or Transferred Premises, as presently used by the Business, does not violate any local zoning or similar land use laws or governmental regulations which violation could reasonably be expected to have a Material Adverse Effect. Neither Seller nor any Subsidiary is in Seller’s Disclosure Letterviolation of or in noncompliance with any covenant, Seller has not experienced condition, restriction, order or easement affecting any uninsured damage Leased Premises or destruction with respect Transferred Premises where such violation or noncompliance could reasonably be expected to have a Material Adverse Effect. There is no condemnation or, to the properties identified in Seller’s Disclosure Letter. To the best knowledge of Seller, all properties and assets used by Seller are in good operating condition and repair, suitable for the purposes for which they are currently utilized, and comply with all applicable Rules related thereto. Seller enjoys peaceful and undisturbed possession under all leases for the use of real threatened condemnation affecting any Leased Premises or personal property under which Seller is the lessee, and, to the knowledge of Seller, all leases to which Seller is a party are valid and enforceable in all material respects in accordance with the terms thereof except as may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting creditors’ rights and except as may be limited by the exercise of judicial discretion in applying principles of equity. Seller is not in default with respect to any such lease, and to the knowledge of the officers of Seller no event has occurred which with the lapse of time or the giving of notice, or both, would constitute a default under any such lease. Copies of each such lease are attached to Seller’s Disclosure LetterTransferred Premises.

Real Estate. Seller’s (a) Section 4.17(a) of the Company Disclosure Letter sets forth Schedule lists the location of each parcel of real property in which the Company or any of the Company Subsidiaries holds any title ownership or land use rights where title ownership is not available to private parties in the jurisdiction in which such real property is located (“Owned Real Property”). Except as would not have a list of all real propertyCompany Material Adverse Effect, including leaseholds, owned by Seller, together with (i) a description each of the locations thereof, (ii) a description of each real property lease, sublease, installment purchaseCompany and the Company Subsidiaries holds good and valid title to, or similar arrangement to which Seller is a partyvalid land use rights with respect to, and (iii) a description each parcel of each contract for the purchase, sale or development of real estate to which Seller is a party. Seller has good and marketable title to the real property, and valid leasehold interests in the leaseholds, set forth in Seller’s Disclosure Letter, Owned Real Property free and clear of all EncumbrancesLiens and encumbrances, except Permitted Encumbrances and (aii) for rights each of lessorsthe Company and the Company Subsidiaries has paid in full any and all amounts (including, co-lessees if applicable, land grant premiums) required under applicable Law in connection with securing such title or subleases in such matters that are reflected in the lease; land use rights. (b) Encumbrances Section 4.17(b) of the Company Disclosure Schedule lists the location of each parcel of real property leased by the Company or a Company Subsidiary (“Leased Real Property”) and sets forth a true and complete list of all leases for current taxes each such Leased Real Property. The Company has delivered or otherwise made available to Parent a true and complete copy of each such lease. Except as would not yet due have a Company Material Adverse Effect, each of the Company and payable; the Company Subsidiaries has a valid leasehold interest in all of its Leased Real Property free and clear of any and all Liens and encumbrances, except Permitted Encumbrances. (c) Encumbrances incurred in the ordinary course of businessExcept as would not have a Company Material Adverse Effect, if any, that, to the knowledge of Seller, (i) are not substantial in character, amount or extent, (ii) do not materially detract from the value, (iii) do not interfere with present use, each of the property subject thereto Company and the Company Subsidiaries has title to, or affected thereby, and (iv) do not otherwise materially impair the conduct of business of Seller; or (d) as set forth in Seller’s Disclosure Letter. Sellera valid leasehold interest in, as lessee, has the right under valid and subsisting leases to occupy, use and possess all property leased by Seller, as identified in Seller’s Disclosure Letter, and, to the knowledge of Seller, there has not occurred under any such lease any breach, violation or default. Except as set forth in Seller’s Disclosure Letter and except with respect to deductibles under insurance policies set forth in Seller’s Disclosure Letter, Seller has not experienced any uninsured damage or destruction with respect to the properties identified in Seller’s Disclosure Letter. To the knowledge of Sellerapplicable, all properties personal property used in its respective businesses free and assets used by Seller clear of any and all Liens and encumbrances, except Permitted Encumbrances. Such personal property and Owned Real Property and Leased Real Property (taken as a whole) are in good operating condition and repair, suitable for the purposes for which they are currently utilizedordinary wear and tear and deferred maintenance excepted, and comply with all applicable Rules related thereto. Seller enjoys peaceful except for such failures to be in good operating condition and undisturbed possession under all leases for the use of real or personal property under repair which Seller is the lessee, and, to the knowledge of Seller, all leases to which Seller is would not have a party are valid and enforceable in all material respects in accordance with the terms thereof except as may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting creditors’ rights and except as may be limited by the exercise of judicial discretion in applying principles of equity. Seller is not in default with respect to any such lease, and to the knowledge of the officers of Seller no event has occurred which with the lapse of time or the giving of notice, or both, would constitute a default under any such lease. Copies of each such lease are attached to Seller’s Disclosure LetterCompany Material Adverse Effect.

Real Estate. Seller’s (i) Section 3.1(f)(i) of the Seller Disclosure Letter sets forth contains a list of all real property, including leaseholds, estate which is either owned by Sellerone or more of the Companies (the "OWNED PROPERTIES") or is subject to a real property lease (a "LEASE") to which one or more of the Companies is a party (the "LEASED PROPERTIES" and, together with (iOwned Properties, the "COMPANY PROPERTIES") a description as of the locations thereofdate of this Agreement. For purposes of this Agreement, the Seller's lease relating to the Headquarters shall be deemed a Lease and the Headquarters shall be deemed a Leased Property. (ii) a description of each real property lease, sublease, installment purchase, or similar arrangement to which Seller is a party, and (iii) a description of each contract for The Companies own in fee simple all the purchase, sale or development of real estate to which Seller is a party. Seller has good and marketable title to the real property, and valid leasehold interests in the leaseholds, set forth in Seller’s Disclosure LetterOwned Properties, free and clear of all EncumbrancesLiens except for (A) Liens listed on Section 3.1(f)(ii) of the Seller Disclosure Letter, except (aB) for rights of lessors, co-lessees Liens which individually or subleases in such matters that are reflected in the lease; aggregate, would not reasonably be expected to have a Seller Material Adverse Effect and (bC) Encumbrances (1) liens for current taxes taxes, assessments and governmental charges or levies not yet due and payable; , (c2) Encumbrances incurred in Liens imposed by law, (3) pledges or deposits to secure obligations under workers' compensation laws or similar legislation or to secure public or statutory obligations or (4) survey exceptions, easement agreements and other customary encumbrances on title to real property. Except as set forth on Section 3.1(f)(ii) of the ordinary course of business, if any, thatSeller Disclosure Letter, to the knowledge of the Seller, (i) there are not substantial in character, amount no condemnation proceedings or extent, (ii) do not materially detract from eminent domain proceedings of any kind pending or threatened against the value, Owned Properties. (iii) do not interfere Each Lease is a valid and subsisting agreement and is in full force and effect in accordance with present use, the terms thereof. Each of the property subject thereto Companies or affected therebyits sublessee, as applicable, enjoys peaceful and quiet possession of its respective Leased Properties and, to the knowledge of the Seller, there has not been any material default (ivbeyond any applicable notice, grace or cure period) do under any Lease by any Company as lessee or, to the Seller's knowledge, the lessor thereunder, in each case except for defaults which are continuing and which, individually or in the aggregate, would not otherwise materially impair reasonably be expected to have a Seller Material Adverse Effect. To the conduct knowledge of business of the Seller; or (d) as , the rental set forth in Seller’s Disclosure Letter. Seller, as lessee, has each Lease is the right under valid and subsisting leases to occupy, use and possess all property leased by Seller, as identified in Seller’s Disclosure Letteractual rental being paid, and, to the knowledge of the Seller, there are no separate agreements or understandings with respect to the same. (iv) To the knowledge of the Seller, the current use of the Company Properties by the respective Companies does not violate the certificate of occupancy thereof or any local zoning or similar land use or government regulations in any way that would, individually or in the aggregate, reasonably be expected to have a Seller Material Adverse Effect. To the knowledge of the Seller, the present use and conditions thereof do not violate any applicable deed restrictions or other applicable covenants, restrictions, agreements, existing site plan approvals, zoning or subdivision regulations or urban redevelopment plans (as modified by any duly issued variances) in any way that would, individually or in the aggregate, reasonably be expected to have a Seller Material Adverse Effect. Except as set forth on Section 3.1(f)(iv) of the Seller Disclosure Letter, Seller has not occurred under received any such lease written notice of any breach, violation condemnation proceedings or defaulteminent domain proceedings of any kind pending or threatened against the Leased Properties as of the date hereof. Except as set forth in Seller’s Section 3.1(f)(iv) of the Seller Disclosure Letter Letter, none of the Company Properties are leased or subleased to any third party, and no third party has any option, right of possession or interest of any kind in or to the Company Properties (except with respect to deductibles under insurance policies for the lessor of any Leased Property as set forth in Seller’s Disclosure Letterthe applicable Lease, Seller has not experienced any uninsured damage or destruction with respect to third parties having interests in the properties identified in Seller’s Disclosure Letterfee of such Leased Property). To the knowledge of the Seller, all properties water, sewer, gas, steam, electric, telephone, cable television, access and assets used drainage facilities and all other utilities required by Seller law and by the normal operation of the Company Properties are in good operating condition installed to the boundaries of the Company Properties, are connected to the Company Properties where appropriate with valid permits, and repair, suitable are adequate to service the Company Properties for the purposes for which they are currently utilized, operation of the business presently conducted thereat and comply with all applicable Rules related thereto. Seller enjoys peaceful and undisturbed possession under all leases for the use of real or personal property under which Seller is the lessee, and, to the knowledge of Seller, all leases to which Seller is a party are valid and enforceable permit compliance in all material respects in accordance with the terms thereof except as may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting creditors’ rights and except as may be limited by the exercise of judicial discretion in applying principles of equity. Seller is not in default with respect to any such lease, and to the knowledge of the officers of Seller no event has occurred which with the lapse of time or the giving of notice, or both, would constitute a default under any such lease. Copies of each such lease are attached to Seller’s Disclosure Letterall applicable law.

Real Estate. Seller’s (a) Section 4.16(a) of the Seller Disclosure Letter Schedule sets forth forth, as of the date hereof, a list of all real property, including leaseholds, owned by Seller, together with (i) a description property in which Seller or any of the locations thereof, Seller Subsidiaries hold an ownership interest (ii) a description of each other than real property lease, sublease, installment purchase, acquired through foreclosure or similar arrangement by deed in lieu thereof) (the “Seller Owned Real Property”) and all real property leases (including addresses) to which Seller or any of the Seller Subsidiaries is a partyparty (whether as a (sub)lessor, (sub)lessee, guarantor or otherwise) (the “Seller Leases”; all real property in which Seller or any of the Seller Subsidiaries hold a leasehold interest, whether as lessee or sublessee, the “Seller Leased Real Property”; the Seller Leased Real Property and the Seller Owned Real Property, collectively, the “Seller Real Estate”). Except for the Seller Owned Real Property and the Seller Leases, as of the date hereof, neither Seller nor any of the Seller Subsidiaries owns any material interest (fee, leasehold or otherwise) in any real property (other than real property acquired in the ordinary course of business through foreclosure proceedings or through deed in lieu of foreclosure) and neither Seller nor any of the Seller Subsidiaries has entered into any material leases, arrangements, license or other agreements relating to the use, occupancy, sale, option, disposition or alienation of all or any portion of the Seller Owned Real Property. (b) Except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on Seller, all Seller Leases are in full force and effect and are binding and enforceable against Seller or a Seller Subsidiary, and to the knowledge of Seller, the other parties thereto, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium or other similar laws affecting or relating to creditors’ rights generally and general principles of equity, regardless of whether asserted in a proceeding in equity or at law. True, correct and complete copies of all such Seller Leases, as amended or modified prior to the date hereof, have been provided or made available to Buyer or its advisors. (iiic) Except as would not reasonably be expected to have, either individually or in the aggregate, a description of each contract for Material Adverse Effect on Seller, Seller and the purchase, sale or development of real estate to which Seller is a party. Seller has Subsidiaries own good and marketable title to the real property, and valid leasehold interests in the leaseholds, set forth in Seller’s Disclosure LetterSeller Owned Real Property, free and clear of all Encumbrancesany Liens, except (a) for claims, equitable interests, options, mortgages, rights of lessorsfirst refusal, co-lessees rights of first offer, encroachments, easements or subleases in such matters that are reflected in the lease; restrictions of any kind, other than (bi) Encumbrances Liens for current taxes Taxes not yet due and payablepayable (or being contested in good faith and for which adequate reserves have been established in accordance with GAAP); (cii) Encumbrances mechanics’, carriers’, workers’, repairers’ and similar statutory Liens arising or incurred in the ordinary course of businessbusiness for amounts which are not delinquent and which are not, if anyindividually or in the aggregate, thatmaterial; (iii) encroachments, easements or reservations thereof, rights of way, highway and railroad crossings, sewers, electric and other utility lines, telegraph and telephone lines, zoning, building code and other covenants, conditions and restrictions as to the use of such property that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Seller and (iv) imperfections or irregularities of title or other Liens that do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, “Permitted Liens”). (d) Except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on Seller, to the knowledge of Seller, (i) Seller and the Seller Subsidiaries are not substantial in character, amount or extententitled to and have exclusive possession of the Seller Leased Real Property, (ii) do the Seller Real Estate is not subject to any other legally binding lease, tenancy or license or any legally binding agreement to grant any such lease, tenancy or license that materially detract from interferes with Seller’s or any of the valueSeller Subsidiaries’ use of the Seller Real Estate, (iii) do not interfere with present usethere is no person in possession or occupation of, of or who has any current right to possession or occupation of, the property subject thereto or affected therebySeller Real Estate other than Seller and the Seller Subsidiaries, and (iv) do not otherwise there are no easements of any kind in respect of the Seller Real Estate materially impair and adversely affecting the rights of Seller and the Seller Subsidiaries to use the Seller Real Estate for the conduct of its business other than Permitted Liens. (e) With respect to the Seller Real Estate, except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on Seller: (i) Seller and its Subsidiaries are not in default under the terms of Seller; or the Seller Leases with respect to the Seller Leased Real Property; (dii) as set forth in Seller’s Disclosure Letter. Seller, as lessee, has the right under valid and subsisting leases to occupy, use and possess all property leased by Seller, as identified in Seller’s Disclosure Letter, and, to the knowledge of Seller, there has the lessor of any Seller Leased Real Property is not occurred in default under any such lease any breach, violation or default. Except as set forth in Seller’s Disclosure Letter and except with respect of the terms of the Seller Leases; (iii) to deductibles under insurance policies set forth in Seller’s Disclosure Letter, Seller has not experienced any uninsured damage or destruction with respect to the properties identified in Seller’s Disclosure Letter. To the knowledge of Seller, all properties (A) there is no condemnation, zoning or other land use regulation proceeding, either instituted or planned to be instituted, that would adversely affect the use and assets operation of the Seller Real Estate as currently being used and operated by Seller are in good operating condition and repair, suitable for the purposes for which they are currently utilizedits Subsidiaries, and comply with all (B) there are no special assessment proceedings affecting the Seller Real Estate that, if a special assessment ultimately were imposed pursuant to such proceedings, would materially increase the cost of using and operating the Seller Real Estate as currently being used and operated by Seller and its Subsidiaries; (iv) to the knowledge of Seller, none of the Seller Real Estate is located in (A) any special flood hazard area or zone on any official flood hazard map published by the United States Department of Housing and Urban Development (except as may pertain to possible 100-year flood plain status) or (B) any wetland area on any official wetland inventory map published by the United States Department of the Interior or any applicable Rules related thereto. Seller enjoys peaceful and undisturbed possession under all leases for the use of real or personal property under which Seller is the lessee, state agency; and, (v) to the knowledge of Seller, all leases existing water, drainage, sewage and utility facilities relating to which the Seller is a party Real Estate are valid adequate for Seller’s and enforceable in its Subsidiaries’ existing use and operation of the Seller Real Estate and all material respects in accordance with such facilities enter the terms thereof except as may be limited by bankruptcy, insolvency, moratorium Seller Real Estate directly from public rights-of-way or other similar laws affecting creditors’ rights and except as may be limited by the exercise of judicial discretion in applying principles of equity. Seller is not in default with respect to any such lease, and to public facilities. (f) To the knowledge of Seller, the officers of Seller no event has occurred Real Estate is zoned for the purposes for which with it is being used by Seller and its Subsidiaries, except as would not reasonably be expected to have, either individually or in the lapse of time or the giving of noticeaggregate, or both, would constitute a default under any such lease. Copies of each such lease are attached to Material Adverse Effect on Seller’s Disclosure Letter.

Real Estate. Seller’s Bancorp's Disclosure Letter sets forth a list of all real property, including leaseholds, owned by SellerBancorp and Bank, together with (i) a description of the locations thereof, (ii) a description of each real property lease, sublease, installment purchase, or similar arrangement to which Seller either Bancorp or Bank is a party, and (iii) a description of each contract for the purchase, sale or development of real estate to which Seller Bancorp or Bank is a party. Seller has Bancorp and Bank have good and marketable title to the respective real property, and valid leasehold interests in the respective leaseholds, set forth in Seller’s Bancorp's Disclosure Letter, free and clear of all Encumbrances, except (a) for rights of lessors, co-lessees or subleases sublessees in such matters that are reflected in the lease; (b) Encumbrances for current taxes not yet due and payable; (c) Encumbrances incurred in the ordinary course of business, if any, that, to the knowledge of SellerBancorp and Bank, (i) are not substantial in character, amount or extent, (ii) do not materially detract from the value, (iii) do not interfere with present use, of the property subject thereto or affected thereby, and (iv) do not otherwise materially impair the conduct of business of SellerBancorp or Bank; or (d) as set forth in Seller’s Bancorp's Disclosure Letter. SellerBancorp or Bank, as the case may be, as lessee, has the right under valid and subsisting leases to occupy, use and possess all property leased by Sellerit, as identified in Seller’s Bancorp's Disclosure Letter, and, to the knowledge of SellerBancorp and Bank, there has not occurred under any such lease any breach, violation or default. Except as set forth in Seller’s Bancorp's Disclosure Letter and except with respect to deductibles under insurance policies set forth in Seller’s Bancorp's Disclosure Letter, Seller neither Bancorp nor Bank has not experienced any uninsured damage or destruction with respect to the properties identified in Seller’s Bancorp's Disclosure Letter. To the knowledge of SellerBancorp and Bank, all properties and assets used by Seller Bancorp and Bank are in good operating condition and repair, suitable for the purposes for which they are currently utilized, and comply with all applicable Rules related thereto. Seller enjoys Bancorp and Bank enjoy peaceful and undisturbed possession under all leases for the use of real or personal property under which Seller it is the lessee, and, to the knowledge of SellerBancorp and Bank, all leases to which Seller Bancorp or Bank is a party are valid and enforceable in all material respects in accordance with the terms thereof except as may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting creditors’ ' rights and except as may be limited by the exercise of judicial discretion in applying principles of equity. Seller Neither Bancorp nor Bank is not in default with respect to any such lease, and to the knowledge of the officers of Seller Bancorp and Bank no event has occurred which with the lapse of time or the giving of notice, or both, would constitute a default under any such lease. Copies of each such lease are attached to Seller’s Bancorps Disclosure Letter.

Real Estate. Seller’s Disclosure Letter sets forth a list of all Except for the Stoughton Facility, there is no other real property, including leaseholds, estate owned by SellerSeller or Seller Affiliates and used primarily in the Business. Except for the Permitted Encumbrances, together with (i) a description of the locations thereof, (ii) a description of each real property lease, sublease, installment purchase, Seller or similar arrangement to which Seller is a partyAffiliates have good and valid fee simple title to, and (iii) a description of each contract for are in actual, exclusive possession of, the purchase, sale or development of real estate to which Seller Stoughton Facility. The Stoughton Facility is a party. Seller has good and marketable title to the real property, and valid leasehold interests in the leaseholds, set forth in Seller’s Disclosure Letter, free and clear of all Encumbrances, except for Permitted Encumbrances. No portion of the Stoughton Facility is subject to a special ad valorem tax valuation or rate that will be lost as a result of the transfer to Buyer pursuant to this Agreement and the Ancillary Agreements. The Stoughton Facility is adequately serviced by appropriate utilities necessary for the conduct of the Business. Seller or Seller Affiliates have not received notice from any Governmental Authority that (ai) the assessed value of the Stoughton Facility has been determined to be greater than that upon which county, township or school Tax was paid for rights the 2002 Tax year applicable to such Tax, except to the extent that the same has resulted from improvements made thereto, (ii) any condemnation is threatened or pending, or (iii) there is any material violation of lessorsany Regulations applicable to the Stoughton Facility. An accurate and complete copy (including copies of all documents related to the exceptions listed therein) of the Commitment for Title Insurance, co-lessees or subleases in such matters that are reflected dated February 3, 2003 (the "Title Commitment"), prepared by the Title Company for the Stoughton Facility has been previously provided to Buyer. An accurate and complete copy of the ALTA survey, dated April 8, 2003 (the "Survey"), prepared by Xxxx & Xxxxx with respect to the Stoughton Facility has previously been delivered to Buyer. Other than as may be disclosed in the lease; (b) Encumbrances for current taxes not yet due foregoing Title Commitment and payable; (c) Encumbrances incurred in the ordinary course of business, if any, thatSurvey, to the knowledge of Seller's Knowledge, (i) are not substantial in character, amount there is no threatened condemnation or extent, other form of eminent domain proceeding against all or any portion of any of the Stoughton Facility and (ii) do the Stoughton Facility is not materially detract from the valuesubject to any commitment, (iii) do not interfere with present use, right of the property subject thereto first refusal or affected thereby, and (iv) do not otherwise materially impair the conduct of business of Seller; or (d) as set forth in Seller’s Disclosure Letter. Seller, as lessee, has the right under valid and subsisting leases to occupy, use and possess all property leased by Seller, as identified in Seller’s Disclosure Letter, and, to the knowledge of Seller, there has not occurred under any such lease any breach, violation or default. Except as set forth in Seller’s Disclosure Letter and except with respect to deductibles under insurance policies set forth in Seller’s Disclosure Letter, Seller has not experienced any uninsured damage or destruction with respect to the properties identified in Seller’s Disclosure Letter. To the knowledge of Seller, all properties and assets used by Seller are in good operating condition and repair, suitable other arrangement for the purposes for which they are currently utilizedsale, and comply with all applicable Rules related thereto. Seller enjoys peaceful and undisturbed possession under all leases for the use of real transfer or personal property under which Seller is the lessee, and, to the knowledge of Seller, all leases to which Seller is a party are valid and enforceable in all material respects in accordance with the terms lease thereof except as may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting creditors’ rights and except as may be limited by the exercise of judicial discretion in applying principles of equity. Seller is not in default with respect to any such lease, and to the knowledge of the officers of Seller no event has occurred which with the lapse of time or the giving of notice, or both, would constitute a default under any such lease. Copies of each such lease are attached to Seller’s Disclosure Letterthird party.

Real Estate. Seller’s (a) The Seller Disclosure Letter Schedule sets forth a list and description of all material real property, including leaseholds, property owned in fee by Seller, together with the Acquired Companies (the "Owned Real Property"). With respect to each such parcel of Owned Real Property: (i) a description of the locations thereof, (ii) a description of each real property lease, sublease, installment purchase, or similar arrangement to which Seller is a party, and (iii) a description of each contract for the purchase, sale or development of real estate to which Seller is a party. Seller an Acquired Company has good and marketable title to the real property, and valid leasehold interests in the leaseholds, set forth in Seller’s Disclosure Letterparcel of Owned Real Property, free and clear of all Encumbrancesany Encumbrance, except for Permitted Encumbrances and Encumbrances described in Section 7.21 of the Seller Disclosure Schedule; (ii) as of the date hereof, there are no pending or, to Seller's knowledge, threatened condemnation, expropriation, eminent domain or other similar proceedings, lawsuits or administrative actions relating to the Owned Real Property which materially and adversely affect the current use or occupancy thereof; (iii) there are no outstanding written or, to Seller's knowledge, oral rights, agreements, options or rights of first refusal to purchase the parcel of Owned Real Property, or any portion thereof or interest therein, which have been granted to any other Person; (iv) to Seller's knowledge, there are no parties (other than the Acquired Companies) in possession of or holding any rights to take possession of the parcel of Owned Real Property; and (v) except for any matter which would not materially adversely affect the current use of a parcel of Owned Real Property, to Seller's knowledge, (a) the legal description for rights of lessors, co-lessees or subleases in such matters that are reflected the parcel contained in the lease; deed thereof describes such parcel fully and adequately, (b) Encumbrances for current taxes the buildings and improvements are located within the boundary lines of the described parcels of land, are not yet due in violation of applicable setback requirements, zoning laws, and payable; ordinances (and none of the properties or buildings or improvements thereon are subject to "permitted non-conforming use" or "permitted non-conforming structure" classifications), and do not encroach on any easement which may burden the land, (c) Encumbrances incurred the land does not serve any adjoining property for any purpose inconsistent with the use of the land, and (d) the property is 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. (b) The Seller Disclosure Schedule sets forth a list and description of all material real property leased or subleased to the Acquired Companies. Seller has delivered to Buyer correct and complete copies of the leases and subleases listed in the ordinary course of businessSeller Disclosure Schedule. With respect to each such lease and sublease, if any, that, to except as disclosed in the knowledge of Seller, Seller Disclosure Schedule: (i) are not substantial to Seller's knowledge, such lease or sublease is legal, valid, binding, enforceable, and in character, amount or extent, full force and effect; (ii) do not materially detract from to Seller's knowledge, such lease or sublease will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the value, consummation of the transactions contemplated hereby; (iii) do not interfere with present use, as of the property subject thereto date hereof, none of the Acquired Companies nor, to Seller's knowledge, any other party to the lease or affected therebysublease is in material breach or default, and no event has occurred which, with -66- notice or lapse of time, would constitute a material breach or default or permit termination, modification, or acceleration thereunder; (iv) do not otherwise materially impair to Seller's knowledge, no party to the conduct of business of Seller; lease or sublease has repudiated any provision thereof; (dv) as of the date hereof, there are no material disputes, oral agreements, or forbearance programs in effect as to the lease or sublease; (vi) to Seller's knowledge, with respect to each sublease, the representations and warranties set forth in Seller’s Disclosure Letter. Seller, as lessee, has the right under valid subsections (i) through (v) above are true and subsisting leases to occupy, use and possess all property leased by Seller, as identified in Seller’s Disclosure Letter, and, to the knowledge of Seller, there has not occurred under any such lease any breach, violation or default. Except as set forth in Seller’s Disclosure Letter and except with respect to deductibles under insurance policies set forth in Seller’s Disclosure Letter, Seller has not experienced any uninsured damage or destruction correct with respect to the properties identified in Seller’s Disclosure Letter. To the knowledge of Seller, all properties and assets used by Seller are in good operating condition and repair, suitable for the purposes for which they are currently utilized, and comply with all applicable Rules related thereto. Seller enjoys peaceful and undisturbed possession under all leases for the use of real or personal property under which Seller is the lessee, underlying lease; and, to the knowledge of Seller, all leases to which Seller is a party are valid and enforceable in all material respects in accordance with the terms thereof except as may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting creditors’ rights and except as may be limited by the exercise of judicial discretion in applying principles of equity. Seller is not in default with respect to any such lease, and to the knowledge (vii) none of the officers of Seller no event Acquired Companies has occurred which with the lapse of time or the giving of noticeassigned, transferred, conveyed, mortgaged, deeded in trust, or both, would constitute a default under encumbered any such lease. Copies of each such lease are attached to Seller’s Disclosure Letterinterest in the leasehold or subleasehold.

Real Estate. Seller’s Disclosure Letter sets forth a list of all real property, including leaseholds, owned by Seller, together with (i) a description of the locations thereof, (ii) a description of each real property lease, sublease, installment purchase, or similar arrangement to which Seller is a party, and (iii) a description of each contract for the purchase, sale or development of real estate to which Seller is a party. Seller has good and marketable title to the real property, and valid leasehold interests in the leaseholds, set forth in Seller’s Disclosure Letter, free and clear of all Encumbrances, except (a) for rights of lessors, co-lessees or subleases in such matters that are reflected in the lease; (b) Encumbrances for current taxes not yet due and payable; (c) Encumbrances incurred in the ordinary course of business, if any, that, to the knowledge of Seller, (i) are not substantial in character, amount or extent, (ii) do not materially detract from the value, (iii) do not interfere with present use, of the property subject thereto or affected thereby, and (iv) do not otherwise materially impair the conduct of business of Seller; or (d) as set forth in Seller’s Disclosure Letter. Seller, as lessee, has the right under valid and subsisting leases to occupy, use and possess all property leased by Seller, as identified in Seller’s Disclosure Letter, and, to the knowledge of Seller, there has not occurred under any such lease any breach, violation or default. Except as set forth in Seller’s Disclosure Letter and except with respect to deductibles under insurance policies set forth in Seller’s Disclosure Letter, Seller has not experienced any material uninsured damage or destruction with respect to the properties identified in Seller’s Disclosure Letter. To the knowledge of Seller, all properties and assets used by Seller are in good operating condition and repair, suitable for the purposes for which they are currently utilized, and comply with all applicable Rules related thereto. Seller enjoys peaceful and undisturbed possession under all leases for the use of real or personal property under which Seller is the lessee, and, to the knowledge of Seller, all leases to which Seller is a party are valid and enforceable in all material respects in accordance with the terms thereof except as may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting creditors’ rights and except as may be limited by the exercise of judicial discretion in applying principles of equity. Seller is not in default with respect to any such lease, and to the its knowledge of the officers of Seller no event has occurred which with the lapse of time or the giving of notice, or both, would constitute a default under any such lease. Copies of each such lease are attached to Seller’s Disclosure Letter.

Real Estate. Seller’s Disclosure Letter sets forth a list of all real propertyOn or prior to the Issue Date, including leaseholdsor as reasonably practicable after the Issue Date, owned by Sellerbut in no event later than 120 days after the Issue Date (such time, together the “Mortgage Closing Date”), the Company and the Guarantors will deliver to the Collateral Trustee, with respect to each Mortgaged Property, the following (icollectively, the “Real Estate Closing Deliverables”): (A) a description Mortgages substantially in the form attached hereto with such modifications to which the Company and the Collateral Trustee may agree; (B) evidence that counterparts of the locations thereofMortgages have been duly executed, acknowledged and delivered and are in form suitable for filing or recording in all filing or recording offices that the Collateral Trustee may reasonably deem necessary or reasonably desirable in order to create a valid first and subsisting Lien on the property described therein in favor of the Collateral Trustee for the benefit of the Holders of the Notes and that all filing and recording taxes and fees have been paid; (iiC) a description of each fully paid title insurance policies reasonably similar to such insurance policies as obtained by the various lenders pursuant to the Credit Agreement or any predecessor credit agreement and if no such policy was obtained, then such title insurance as is customary (“Mortgage Policies”) in respect to the owned real property lease, sublease, installment purchase, or similar arrangement to which Seller is a party, and (iii) a description of each contract for the purchase, sale or development of real estate to which Seller is a party. Seller has good and marketable title subject to the real propertyMortgages in form and substance, with endorsements (to the extent available at customary rates) and in amounts reasonably acceptable to the Collateral Trustee, issued by title insurers reasonably acceptable to the Collateral Trustee, insuring the Mortgages to be valid leasehold interests in first and subsisting Liens on the leaseholds, set forth in Seller’s Disclosure Letterproperty described therein, free and clear of all Encumbrancestitle defects and Liens, except excepting only Permitted Liens, and providing for such other affirmative insurance similar to such insurance as obtained by the various lenders pursuant to the Credit Agreement or any predecessor credit agreement and if no such insurance was obtained, then such insurance as is customary; (aD) to the extent required for issuance of a Mortgage Policy containing customary coverage for survey matters, American Land Title Association/American Congress on Surveying and Mapping form surveys, for which all necessary fees (where applicable) have been paid, and dated no more than 60 days before the day of delivery of the applicable Mortgage, certified to the Collateral Trustee and the issuer of the Mortgage Policies in a manner reasonably satisfactory to the Collateral Trustee by a land surveyor duly registered and licensed in the state in which the property described in such survey is located and reasonably acceptable to the Collateral Trustee, showing all buildings and other improvements, the location of any easements noted in the Mortgage Policies, parking spaces, rights of lessorsway, cobuilding set-lessees or subleases in such matters that are reflected in the lease; back lines and other dimensional regulations (b) Encumbrances for current taxes not yet due and payable; (c) Encumbrances incurred in the ordinary course of business, if any, that, each to the knowledge of Sellerextent plottable); provided, however, that new or updated surveys will not be required if an existing survey is available and survey coverage is available for Collateral Trustee’s title insurance policies without the need for such new or updated surveys; (iE) are not substantial in character, amount or extent, (ii) do not materially detract from the value, (iii) do not interfere with present use, evidence of the property subject thereto or affected thereby, and (iv) do not otherwise materially impair the conduct of business of Seller; or (d) as set forth in Seller’s Disclosure Letter. Seller, as lessee, has the right under valid and subsisting leases to occupy, use and possess all property leased insurance required by Seller, as identified in Seller’s Disclosure Letter, and, to the knowledge of Seller, there has not occurred under any such lease any breach, violation or default. Except as set forth in Seller’s Disclosure Letter and except with respect to deductibles under insurance policies set forth in Seller’s Disclosure Letter, Seller has not experienced any uninsured damage or destruction Section 12.10 hereof with respect to the properties identified in Seller’s Disclosure Letter. To covered by the knowledge Mortgage; (F) favorable opinions of Seller, all properties and assets used by Seller are in good operating condition and repair, suitable for the purposes for which they are currently utilized, and comply with all applicable Rules related thereto. Seller enjoys peaceful and undisturbed possession under all leases for the use of real or personal property under which Seller is the lessee, and, local counsel to the knowledge of SellerGuarantors granting each Mortgage (i) in states in which the real property to be covered by a Mortgage is located, all leases to which Seller is a party are valid and enforceable in all material respects in accordance with the terms thereof except as may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting creditors’ rights and except as may be limited by the exercise of judicial discretion in applying principles of equity. Seller is not in default with respect to any such leasethe enforceability and perfection of the Mortgages, each substantially in form of Exhibit F attached hereto, and otherwise in form and substance reasonably satisfactory to the knowledge of Collateral Trustee (including that the officers of Seller relevant mortgagor is validly existing and in good standing, corporate power, due authorization, execution and delivery, no event has occurred conflicts and no consents), and (ii) in the states in which the Guarantors party to the Mortgages are organized or formed, with respect to the lapse of time or the giving of noticevalidly existence, or both, would constitute a default under any such lease. Copies corporate power and authority of each such lease Guarantor, in form and substance satisfactory to the Collateral Trustee; and (G) such other consents, agreements and confirmations of lessors and third parties as the Collateral Trustee may reasonably deem necessary, and evidence that all other actions reasonably requested by the Collateral Trustee that are attached necessary in order to Seller’s Disclosure Lettercreate valid first and subsisting Liens on the property described in the Mortgage has been taken.

Real Estate. Seller’s Disclosure Letter sets forth a list of all real property, including leaseholds, owned by SellerSeller and its Subsidiaries, together with (i) a description of the locations thereof, (ii) a description of each real property lease, sublease, installment purchase, or similar arrangement to which Seller or any of its Subsidiaries is a party, and (iii) a description of each contract for the purchase, sale or development of real estate to which Seller or any of its Subsidiaries is a party. Seller has and/or its Subsidiaries have good and marketable title to the real property, and valid leasehold interests in the leaseholds, set forth in Seller’s Disclosure Letter, free and clear of all Encumbrances, except (a) for rights of lessors, co-lessees or subleases in such matters that are reflected in the lease; (b) Encumbrances for current taxes not yet due and payable; (c) Encumbrances incurred in the ordinary course of business, if any, that, to the knowledge of SellerSeller and its Subsidiaries, (i) are not substantial in character, amount or extent, (ii) do not materially detract from the value, (iii) do not interfere with present use, of the property subject thereto or affected thereby, and (iv) do not otherwise materially impair the conduct of business of SellerSeller or its Subsidiaries; or (d) as set forth in Seller’s Disclosure Letter. SellerSeller and/or its Subsidiaries, as lesseelessees, has have the right under valid and subsisting leases to occupy, use and possess all property leased by SellerSeller and/or its Subsidiaries, as identified in Seller’s Disclosure Letter, and, to the knowledge of SellerSeller and its Subsidiaries, there has not occurred under any such lease any breach, violation or default. Except as set forth in Seller’s Disclosure Letter and except with respect to deductibles under insurance policies set forth in Seller’s Disclosure Letter, Seller has and/or its Subsidiaries have not experienced any uninsured damage or destruction with respect to the properties identified in Seller’s Disclosure Letter. To the knowledge of SellerSeller and its Subsidiaries, all properties and assets used by Seller and its Subsidiaries are in good operating condition and repair, suitable for the purposes for which they are currently utilized, and comply with all applicable Rules related thereto. Seller enjoys and its Subsidiaries enjoy peaceful and undisturbed possession under all leases for the use of real or personal property under which Seller is and/or its Subsidiaries are the lessee, and, to the knowledge of SellerSeller and its Subsidiaries, all leases to which Seller is and or its Subsidiaries are a party are valid and enforceable in all material respects in accordance with the terms thereof except as may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting creditors’ rights and except as may be limited by the exercise of judicial discretion in applying principles of equity. Seller is and its Subsidiaries are not in default with respect to any such lease, and to the knowledge of the officers of Seller and its Subsidiaries no event has occurred which with the lapse of time or the giving of notice, or both, would constitute a default under any such lease. Copies of each such lease are attached to Seller’s Disclosure Letter.

Real Estate. Seller’s Neither the Company nor any of its subsidiaries owns any parcels of real property. Section 5.14 of the Company Disclosure Letter Schedule sets forth (a) a list of all real propertyproperty leases or similar agreements to which the Company or any of its subsidiaries is a party (each, including leaseholdsa “Real Property Lease”), owned true and complete copies of which have previously been furnished to Acquiror, (b) the lessor and lessee of each Real Property Lease and the date and term of each Real Property Lease and (c) the street address of each property covered by Sellereach Real Property Lease (the “Leased Premises”). The Real Property Leases are in full force and effect and have not been amended, together and neither the Company nor, to the knowledge of the Company, any other party thereto is in default or breach thereunder. No event has occurred which, with the passage of time or the giving of notice or both, would cause a material breach of or material default by the Company under any of such Real Property Leases and, to Company’s knowledge, there is no breach or anticipated breach by any other party thereto. With respect to each of the Leased Premises: (i) a description of the locations thereof, (ii) a description of each real property lease, sublease, installment purchase, or similar arrangement to which Seller is a party, and (iii) a description of each contract for the purchase, sale or development of real estate to which Seller is a party. Seller Company has good and marketable title to the real property, and valid leasehold interests or other rights of use and occupancy in the leaseholds, set forth in Seller’s Disclosure Lettersuch Leased Premises, free and clear of all Encumbrances, except (a) for rights of lessors, co-lessees or subleases in such matters that are reflected in the leaseany Liens; (b) Encumbrances for current taxes not yet due and payable; (c) Encumbrances incurred in the ordinary course of business, if any, that, to the knowledge of Seller, (i) are not substantial in character, amount or extent, (ii) do not materially detract from such Leased Premises are properly zoned for the valueuses to which the Company puts such Leased Premises, are in good repair and condition, reasonable wear and tear excepted, and are sufficient to satisfy the Company’s normal business activities as conducted thereat; (iii) do not interfere with present use, each of the property subject thereto Leased Premises (w) has direct access to public roads or affected therebyaccess to public roads by means of a perpetual access easement, such access being sufficient to satisfy the current and reasonably anticipated normal transportation requirements of the Company’s business as presently conducted at such parcel; and (x) is served by all utilities in such quantity and quality as are reasonably sufficient to satisfy the current normal business activities as conducted at such Leased Premises; and (iv) do the Company has not otherwise materially impair the conduct received notice of business any condemnation proceeding with respect to any portion of Seller; such Leased Premises or (d) as set forth in Seller’s Disclosure Letter. Seller, as lessee, has the right under valid and subsisting leases to occupy, use and possess all property leased by Seller, as identified in Seller’s Disclosure Letter, any access thereto and, to the knowledge of Sellerthe Company, there has not occurred under no such proceeding is contemplated by any such lease any breach, violation or default. Except as set forth in Seller’s Disclosure Letter and except with respect to deductibles under insurance policies set forth in Seller’s Disclosure Letter, Seller has not experienced any uninsured damage or destruction with respect to the properties identified in Seller’s Disclosure Letter. To the knowledge of Seller, all properties and assets used by Seller are in good operating condition and repair, suitable for the purposes for which they are currently utilized, and comply with all applicable Rules related thereto. Seller enjoys peaceful and undisturbed possession under all leases for the use of real or personal property under which Seller is the lessee, and, to the knowledge of Seller, all leases to which Seller is a party are valid and enforceable in all material respects in accordance with the terms thereof except as may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting creditors’ rights and except as may be limited by the exercise of judicial discretion in applying principles of equity. Seller is not in default with respect to any such lease, and to the knowledge of the officers of Seller no event has occurred which with the lapse of time or the giving of notice, or both, would constitute a default under any such lease. Copies of each such lease are attached to Seller’s Disclosure LetterGovernmental Authority.

Real Estate. Seller’s (a) Section 3.19(a) of the Seller Disclosure Letter sets forth a list of all the real propertyproperty currently leased or subleased by or from Seller, including leaseholds, owned or otherwise occupied by Seller, together with constituting Assigned Contracts (i) a description the “Leased Real Property”), including the name of the locations thereoflessor, master lessor, lessee and/or sublessee, as the case may be, and the date of the lease or sublease (iicollectively, “Leases”) a description of and each real property leaseamendment thereto and with respect to any current Lease, sublease, installment purchase, or similar arrangement to which the aggregate annual rental and/or other fees payable (including without limitation any payment Seller is a party, and (iiirequired to pay or anticipates will be required to be paid for property taxes or other assessments under the Leases) a description of each contract for the purchase, sale or development of real estate to which Seller is a party. Seller has good and marketable title to the real property, and valid leasehold interests in the leaseholds, set forth in Seller’s Disclosure Letter, free and clear of all Encumbrances, except (a) for rights of lessors, co-lessees or subleases in such matters that are reflected in the lease; (b) Encumbrances for current taxes not yet due and payable; (c) Encumbrances incurred in the ordinary course of business, if any, that, to the knowledge of Seller, (i) are not substantial in character, amount or extent, (ii) do not materially detract from the value, (iii) do not interfere with present use, of the property subject thereto or affected thereby, and (iv) do not otherwise materially impair the conduct of business of Seller; or (d) as set forth in Seller’s Disclosure Letter. Seller, as lessee, has the right under valid and subsisting leases to occupy, use and possess all property leased by Seller, as identified in Seller’s Disclosure Letter, and, to the knowledge of Seller, there has not occurred under any such lease any breach, violation or defaultLease. Except as set forth in Seller’s Disclosure Letter and except with respect to deductibles under insurance policies set forth in Seller’s Disclosure Letter, Seller has not experienced any uninsured damage or destruction with respect to the properties identified in Seller’s Disclosure Letter. To the knowledge of Seller, all properties and assets used by Seller All such current Leases are in good operating condition full force and repair, suitable for the purposes for which they are currently utilized, effect and comply with all applicable Rules related thereto. Seller enjoys peaceful and undisturbed possession under all leases for the use of real or personal property under which Seller is the lessee, and, to the knowledge of Seller, all leases to which Seller is a party are valid and enforceable in all material respects effective in accordance with the terms thereof except as may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting creditors’ rights and except as may be limited by the exercise of judicial discretion in applying principles of equitytheir respective terms. Seller is not in default under any Lease, and to Seller’s Knowledge, no other party to any Lease is in default. The Leased Real Property constitutes all of the real property currently used in the Business. (b) Except as otherwise described in Section 3.19(b) of the Seller Disclosure Letter: (i) to Seller’s Knowledge, there are no structural, electrical, mechanical, plumbing, roof, paving or other defects in any improvements located on the Leased Real Property as would reasonably be expected to have, either individually or in the aggregate, a material and adverse effect on the use, development, occupancy or operation thereof, (ii) Seller has not received any notice from any insurance company of any defects or inadequacies in the Leased Real Property or any part thereof that could impact the insurability of such property or the premiums for the insurance thereof, nor has any notice been given by any insurer of the Leased Real Property requesting the performance of any repairs, alterations or other work with which compliance has not been made, (iii) there are no parties in possession of any portion of the Leased Real Property, whether as tenants, trespassers or otherwise, except the Business, and (iv) other than as required by the applicable lease for Leased Real Property, there are no service, operating or management agreements or arrangements regarding the Leased Real Property that cannot be terminated on thirty (30) days’ notice without penalty or surcharge. (c) To the Knowledge of Seller, no condemnation, environmental, zoning, land-use or other regulatory proceedings or rule making procedures have been instituted since January 1, 2004 or are currently planned to be instituted with respect to the Leased Real Property. Seller has not received notice since January 1, 2004 of any such lease, and proceedings to impose any new taxes or operating restrictions upon the knowledge of the officers of Seller no event has occurred which with the lapse of time or the giving of notice, or both, would constitute a default under any such lease. Copies of each such lease are attached to Seller’s Disclosure LetterLeased Real Property.

Real Estate. Seller’s (a) Section 3.16(a) of the Seller Parties Disclosure Letter sets forth Schedule contains a complete and correct list of all real propertyLeases. Prior to the date hereof, including leaseholdstrue, owned correct and complete copies of all Leases relating to the Leased Premises and all amendments thereto have been made available by SellerSeller Parties to Buyer, together with (i) a description of except for the locations thereof, (ii) a description of each real property lease, sublease, installment purchase, or similar arrangement to leases under which Seller is a party, Parties are required to make monthly lease payments of not more than $2,500 individually and (iii) a description of each contract for the purchase, sale or development of real estate to which Seller is a party. Seller has good and marketable title to the real property, and valid leasehold interests in the leaseholds, are set forth in Seller’s Section 3.16(a) of the Seller Parties Disclosure LetterSchedule. All such Leases are valid, free binding and clear of all Encumbrancesin full force and effect and are enforceable by the lessee thereunder and, except (a) for rights of lessors, co-lessees or subleases in such matters that are reflected in the lease; (b) Encumbrances for current taxes not yet due and payable; (c) Encumbrances incurred in the ordinary course of business, if any, that, to the knowledge of Seller, (i) are not substantial in character, amount or extent, (ii) do not materially detract from the value, (iii) do not interfere with present use, of the property subject thereto or affected thereby, and (iv) do not otherwise materially impair the conduct of business of Seller; or (d) as set forth in Seller’s Section 3.16(a) of the Seller Parties Disclosure LetterSchedule, grant such lessee the exclusive right to use and occupy the Leased Premises. SellerEach applicable Seller Entity, as lesseeapplicable, has has, and shall have as of the right under Closing, good and valid and subsisting leases leasehold title to occupyeach of the Leased Premises. Except as set forth in Section 3.16(a) of the Seller Parties Disclosure Schedule, use and possess all property leased material covenants to be performed by Sellerthe applicable Seller Entity, as identified in Seller’s Disclosure Letterapplicable, and, to the knowledge of SellerSeller Parties, there all material covenants to be performed by the lessor or sublessor under each Lease, have been performed in all material respects, and no event has not occurred or circumstance exists which, with the delivery of notice or the passage of time or both, would constitute such a breach or default by the applicable Seller Entity, or the lessor or sublessor, or which would permit the termination, modification or acceleration of performance of the obligations of the applicable Seller Entity, or the lessor or sublessor, under any Lease, except for such lease violations, breaches, defaults, terminations, cancellations, accelerations, creations, impositions, suspensions, or revocations that are excused by or unenforceable as a result of Seller Parties' filing of the Petition(s), and except that Seller Parties have not made certain payments under certain Leases in connection with or in anticipation of the Chapter 11 Cases. (b) Section 3.16(b) of the Seller Parties Disclosure Schedule contains a true, correct and complete list of all Owned Real Property, including the address of each parcel of Owned Real Property, the Seller Entity which owns such Owned Real Property and the current use (or uses) of such Owned Real Property. The applicable Seller Entities have, and shall have as of the Closing, good, valid and marketable title in fee simple to each of the Owned Real Property and to all buildings, structures and other improvements thereon and all fixtures thereto (other than leased equipment), in each case, free and clear of any breach, violation or default. Encumbrances (other than Permitted Property Encumbrances) and except as set forth in Section 3.16(b) of the Seller Parties Disclosure Schedule. (c) Except as set forth in Seller’s Section 3.16(c) of the Seller Parties Disclosure Letter and except with respect to deductibles under insurance policies set forth in Seller’s Disclosure LetterSchedule, no Seller Entity has not experienced received any uninsured damage written notice that (i) any condemnation proceeding is pending or destruction threatened with respect to the properties identified in Seller’s Disclosure Letter. To Premises or (ii) any material zoning, building or similar law, code, ordinance, order or regulation is or will be violated by the knowledge of Sellercontinued maintenance, all properties and assets used by Seller are in good operating condition and repair, suitable for the purposes for which they are currently utilized, and comply with all applicable Rules related thereto. Seller enjoys peaceful and undisturbed possession under all leases for the operation or use of real any buildings or personal property under other improvements on any of the Premises. (d) No certificate, permit or license from any Governmental Body having jurisdiction over any of the Premises or any agreement, easement or other right which Seller is necessary to permit the lesseelawful use and operation of the buildings and improvements on any of the Premises or which is necessary to permit the lawful use and operation of all driveways, roads and other means of egress and ingress to and from any of the Premises has not been obtained or is not in full force and effect, and, to the knowledge of SellerSeller Parties, there is no pending threat of modification or cancellation of any of the same. (e) Except as set forth in Section 3.16(e) of the Seller Parties Disclosure Schedule, all leases buildings, structures and other improvements on any of the Premises and all fixtures thereto are structurally sound with no known material defects and are in good operating condition and repair and are adequate for the use and operation of the Premises to which they relate in the conduct of the Acquired Business as presently conducted and require no maintenance, repairs or replacements, except for ordinary routine maintenance, repairs or replacements, which are not material in nature or cost. (f) Except as set forth in Section 3.16(f) of the Seller Parties Disclosure Schedule, no Seller Entity is a party are valid and enforceable in all material respects in accordance with to, or is obligated under any option, right of first refusal or other contractual right to sell, dispose of or lease any of the terms Premises or any portion thereof or interest therein to any Person or entity other than Buyer. (g) Subject to the entry of the 365 Order, except as may be limited by bankruptcyset forth in Section 3.16(g) of the Seller Parties Disclosure Schedule, insolvencyno consent is required for the assignment of any Lease contemplated hereby. (h) Prior to the date hereof, moratorium or other similar laws affecting creditors’ rights and except as may be limited by set forth in Section 3.16(h) of the exercise Seller Parties Disclosure Schedule, Seller Parties have made available to Buyer for review true, correct and complete copies of judicial discretion in applying principles of equity. Seller is not in default all deeds, mortgages, surveys, licenses, leases, title insurance policies (including any underlying documents relating to Encumbrances), if any, or equivalent documentation with respect to any such lease, the Premises and other material documents relating to or affecting the title to the knowledge Premises. The agreements, instruments and documents listed in Section 3.16(h) of the officers of Seller no event has occurred which Parties Disclosure Schedule are not, individually or together with any other agreements, instruments or documents listed therein, material to the lapse of time or the giving of notice, or both, would constitute a default under any such lease. Copies of each such lease are attached to Seller’s Disclosure LetterAcquired Business.

Real Estate. Seller’s Disclosure Letter (a) Paragren does not own and has never owned any real property. Schedule 3.14(a) sets forth a list of all real propertyleases, including leaseholds, owned by Seller, together with (i) a description of the locations thereof, (ii) a description of each real property lease, sublease, installment purchase, licenses or similar arrangement agreements currently in effect to which Seller Paragren is a party, which are for the use or occupancy of real estate owned by a third party ("Leases") (accurate and complete copies of which have previously been furnished to APAC), 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 each contract for the purchasepremises leased by Paragren thereunder (the "Leased Premises"). The Leases are in full force and effect and have not been amended except as disclosed in Schedule 3.14(a), sale or development of real estate to which Seller and Paragren is a party. Seller has good not, and marketable title to the real propertyknowledge of Paragren or any Shareholder, and no other party is in default or breach under any such Lease. With respect to each such Leased Premises, Paragren has a valid leasehold interests interest in the leaseholdsLeased Premises, set forth in Seller’s Disclosure Letter, which leasehold interest is free and clear of all Encumbrancesany Liens, except (a) for rights covenants and easements or title defects of lessors, co-lessees or subleases in such matters that are reflected in the lease; (b) Encumbrances for current taxes not yet due and payable; (c) Encumbrances incurred in the ordinary course of business, if any, thatany nature whatsoever and, to the knowledge of Seller, Paragren or any Shareholder: (i) the portions of the buildings located on the Leased Premises that are not substantial used in character, amount or extent, the business of Paragren are each in operating condition adequate for the operation of Paragren's business and are in the aggregate sufficient to satisfy Paragren's current and reasonably anticipated business activities as conducted thereat; (ii) do not materially detract from each of the valueLeased Premises (a) has rights of ingress and egress provided under the applicable lease, sufficient to satisfy the current and reasonably anticipated normal transportation requirements of Paragren's business presently conducted thereat; and (b) is served by utilities sufficient to satisfy the current business activities conducted by Paragren thereat; and (iii) do not interfere neither Paragren nor any Shareholder has received notice of (a) any condemnation proceeding with present use, respect to any portion of the property subject thereto Leased Premises or affected therebyany access thereto, and (iv) do not otherwise materially impair to the conduct knowledge of business of SellerParagren or any Shareholder, no such proceeding is contemplated by any Governmental Authority; or (db) as set forth in Seller’s Disclosure Letter. Seller, as lessee, has any special assessment which may affect any of the right under valid and subsisting leases to occupy, use and possess all property leased by Seller, as identified in Seller’s Disclosure LetterLeased Premises, and, to the knowledge of SellerParagren or any Shareholder, there has not occurred under no such special assessment is contemplated by any such lease any breach, violation or default. Except as set forth Governmental Authority. (b) The Leased Properties collectively constitute all of the real property and interests in Seller’s Disclosure Letter and except with respect to deductibles under insurance policies set forth real property used in Seller’s Disclosure Letter, Seller has not experienced any uninsured damage or destruction with respect to the properties identified in Seller’s Disclosure Letter. To the knowledge of Seller, all properties and assets used by Seller are in good operating condition and repair, suitable for the purposes for which they are currently utilized, and comply with all applicable Rules related thereto. Seller enjoys peaceful and undisturbed possession under all leases for the use of real or personal property under which Seller is the lessee, and, to the knowledge of Seller, all leases to which Seller is a party are valid and enforceable in all material respects in accordance connection with the terms thereof except as may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting creditors’ rights operation of Paragren and except as may be limited by the exercise of judicial discretion in applying principles of equity. Seller is not in default with respect to any such lease, and to the knowledge of the officers of Seller no event has occurred which with the lapse of time or the giving of notice, or both, would constitute a default under any such lease. Copies of each such lease are attached to Seller’s Disclosure Letterits business.