Common use of Real Estate Clause in Contracts

Real Estate. (a) The Company owns interests in real estate identified in Schedule 2.3.24 of the Disclosure Schedules (the "Owned Premises"). With respect to each such parcel of owned real property: (i) the Company has good and marketable title to the parcel of real property, free and clear of any Encumbrance, easement, covenant or other restriction, except for Permitted Liens, Encumbrances, easements, covenants and other restrictions of record which do not affect materially and adversely the current use, occupancy or marketability of title, of the property subject thereto; (ii) there are no pending or, to the knowledge of the Principal Stockholder, threatened condemnation, expropriation, eminent domain or other similar proceedings, lawsuits or administrative actions relating to the property which materially and adversely affect the current use or occupancy thereof; (iii) except as set forth in Schedule 2.3.24 of the Disclosure Schedules, there are no outstanding written or, to the knowledge of the Principal Stockholder, oral rights, agreements, options or rights of first refusal to purchase the parcel of real property, or any portion thereof or interest therein, which have been granted to any other person; and (iv) to the knowledge of the Principal Stockholder, there are no parties (other than the Company) in possession of or holding any rights to take possession of any parcel of real property set forth on Schedule 2.3.24 of the Disclosure Schedules, other than tenants under any leases disclosed in Schedule 2.3.24 of the Disclosure Schedules who are in possession of space to which they are entitled and other than any parties holding rights, the exercise of which would not materially and adversely affect the current use or occupancy of the real property subject thereto. (b) The Company leases or subleases interests in real estate identified in Schedule 2.3.24 of the Disclosure Schedules (the "Leased Premises"; and, together with the Owned Premises, the "Real Estate"). With respect to each such parcel of leased or subleased real property, except as set forth in Schedule 2.3.24 of the Disclosure Schedules, the Company is the lessee of each of the Leased Premises, and no party other than the Company has any right to possession, occupancy or use of any of the Leased Premises. A copy of each lease relating to the Leased Premises has been made available to RCGI and 399 Venture, together with all amendments and modifications thereto and subordination, attornment or non-disturbance agreements in respect thereof.

Real Estate. Except as listed in the Disclosure Letter, no member of the Company Group owns any real estate, and no member of the Company Group has owned any real estate since March 31, 1996. In the case of each parcel of real property owned by the Company or any Subsidiary, except as listed in the Disclosure Letter: (a) The Company owns interests in real estate the owner identified in Schedule 2.3.24 of on the Disclosure Schedules (the "Owned Premises"). With respect to each such parcel of owned real property: (i) the Company Letter has good and marketable title to the parcel of real property, free and clear of any Encumbrancesecurity interest, easement, covenant covenant, or other restriction, restriction except for Permitted Liensinstallments of special assessments not yet delinquent, Encumbrances, recorded easements, covenants and other restrictions, and utility easements, building restrictions, zoning restrictions of record and other easements and restrictions which do not affect materially and adversely the current use, use or occupancy or marketability of title, of the property subject thereto; (iib) there are no pending orpending, or to the knowledge of the Principal StockholderCompany, threatened condemnation, expropriation, eminent domain or other similar condemnation proceedings, lawsuits or administrative actions relating to any such parcel which materially and adversely affect the property which current use, occupancy or value thereof; (c) to the knowledge of the Company, the legal description for the parcel contained in the deed thereof describes such parcel fully and adequately, the buildings and improvements are located within the boundary lines of the described parcels of land and are not in violation of applicable setback requirements, zoning laws and ordinances where such violation would materially and adversely affect the current use or occupancy thereof; (iiid) except as set forth in Schedule 2.3.24 there are no leases, subleases, or other agreements granting to any party or parties the right to use or occupancy of any portion of the Disclosure Schedules, parcel of real property; (e) there are no outstanding written or, to the knowledge of the Principal Stockholder, oral rights, agreements, options or rights of first refusal to purchase the parcel of real property, or any portion thereof or interest therein, which have been granted to any other person; and; (ivf) to the knowledge of the Principal Stockholder, there are no parties (other than members of the CompanyCompany Group) in possession of or holding any rights to take possession of any the parcel of real property set forth on Schedule 2.3.24 of the Disclosure Schedulesproperty, other than tenants under any leases disclosed in Schedule 2.3.24 of the Disclosure Schedules who Letter, which tenants are in possession of the space to which they are entitled and entitled; and (g) the Company will make available to a representative of the Purchaser a copy of each material survey or material title insurance policy that are in the possession of the Company or a Subsidiary for each parcel of real property owned by the Company or any Subsidiary. Except for leases to which any ESC Foreign Subsidiary is a party where the total annual rental payable under any such lease is $25,000 or less, no member of the Company Group leases any real estate other than any parties holding rights, pursuant to the exercise of which would not materially and adversely affect the current use or occupancy of the real property subject thereto. (b) The Company leases or subleases interests in real estate identified in Schedule 2.3.24 of the Disclosure Schedules (the "Leased PremisesReal Estate Leases"; and, together with ) listed in the Owned PremisesDisclosure Letter. True and complete copies of the Real Estate Leases have been provided to or made available to Purchaser for review. In the case of each Real Estate Lease, the "member of the Company Group party to said Real Estate")Estate Lease, and to the knowledge of the Company, the other party thereto, is not in default under the Real Estate Lease. With respect to each such parcel of leased or subleased real property, except Except as set forth in Schedule 2.3.24 of the Disclosure SchedulesLetter, the Company no consent is the lessee of each of the Leased Premises, and no party other than the Company has any right to possession, occupancy or use of required under any of the Leased Premises. A copy of each lease relating to Real Estate Leases in connection with the Leased Premises has been made available to RCGI and 399 Venture, together with all amendments and modifications thereto and subordination, attornment or non-disturbance agreements in respect thereoftransactions contemplated by this Agreement.

Real Estate. (a) The Schedule 3.9(a) lists each real property, together with all buildings, structures, improvements and fixtures located thereon, and all easements and other rights and interests appurtenant thereto, owned by any Group Company owns interests in real estate identified in Schedule 2.3.24 of the Disclosure Schedules (the "each, an “Owned Premises"Real Property”). With respect to each such parcel of owned real property: Owned Real Property: (i) the applicable Group Company has good and marketable indefeasible fee simple title to the parcel of real propertysuch Owned Real Property, free and clear of any Encumbrance, easement, covenant or other restrictionall Liens, except for Permitted Liens, Encumbrances, easements, covenants and other restrictions of record which do (B) the applicable Group Company has not affect materially and adversely leased or otherwise granted to any Person the current use, occupancy right to use or marketability of title, of the property subject thereto; occupy such Owned Real Property or any portion thereof; (iiC) there are no pending oroutstanding options, to the knowledge rights of the Principal Stockholder, threatened condemnation, expropriation, eminent domain or other similar proceedings, lawsuits or administrative actions relating to the property which materially and adversely affect the current use or occupancy thereof; (iii) except as set forth in Schedule 2.3.24 of the Disclosure Schedules, there are no outstanding written or, to the knowledge of the Principal Stockholder, oral rights, agreements, options first offer or rights of first refusal to purchase the parcel of real property, such Owned Real Property or any portion thereof or interest therein, which have been granted . No Group Company is a party to any other person; and (iv) agreement or option to the knowledge of the Principal Stockholder, there are no parties (other than the Company) in possession of or holding purchase any rights to take possession of any parcel of real property set forth on Schedule 2.3.24 of the Disclosure Schedules, other than tenants under any leases disclosed in Schedule 2.3.24 of the Disclosure Schedules who are in possession of space to which they are entitled and other than any parties holding rights, the exercise of which would not materially and adversely affect the current use or occupancy of the real property subject theretointerest therein. (b) The Schedule 3.9(b) lists each real property leased, subleased, licensed or otherwise used or occupied by any Group Company leases or subleases interests in real estate identified in Schedule 2.3.24 (each, a “Leased Real Property” and collectively, the “Leased Real Properties”), and sets forth the name of the Disclosure Schedules landlord, the name of the entity holding such leasehold interest and the location of each Leased Real Property. (c) True, correct and complete copies of all leases, amendments, extensions, guaranties and other modifications thereto with respect to the "Leased Premises"; andReal Properties (individually, together a “Lease” and collectively, the “Leases”) have been made available to Parent. Schedule 3.9(b) sets forth a true, correct and complete list of all Leases, including the date and name of the parties to each Lease. (d) The leasehold interests of the Group Companies, the Leased Real Properties, and the Owned Real Property constitute all of the real property owned, leased, occupied or otherwise utilized in connection with the Owned Premises, business of the "Real Estate"). With respect to each such parcel of leased or subleased real property, except Group Companies. (e) Except as set forth in on Schedule 2.3.24 of the Disclosure Schedules3.9(e), the Company is the lessee of with respect to each of the Leased PremisesReal Property: (i) the Lease for such Leased Real Property is legal, valid, binding, enforceable and in full force and effect, subject to proper authorization and execution of such Lease by the other party thereto and subject to bankruptcy, insolvency, reorganization, moratorium or similar Laws of general applicability relating to or affecting creditors’ rights and to general principles of equity; (ii) no Group Company is in material breach of or default under such Lease, and, to the Knowledge of the Company, the other party to each Lease is not in material breach of or default under such Lease, and no party other than event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute a material breach or default under such Lease on the part of the applicable Group Company; (iii) no security deposit or portion thereof deposited with respect to such Lease has been applied in respect of a breach or default thereunder which has not been replenished to the extent required under such Lease; (iv) no Group Company owes any brokerage commissions or finder’s fees with respect to such Lease; (v) no Group Company has subleased, licensed or otherwise granted any Person the right to possession, occupancy use or use occupy the Leased Real Property (or any portion thereof) that is the subject matter of such Lease; (vi) no Group Company has collaterally assigned or granted any other security interest in such Leased Real Property or any interest therein; and (vii) no Group Company’s possession and quiet enjoyment of the Leased Premises. A copy of each lease relating Real Property under such Lease has been disturbed, and to the Leased Premises has been made available Knowledge of the Company, there are no disputes with respect to RCGI and 399 Venture, together with all amendments and modifications thereto and subordination, attornment or non-disturbance agreements in respect thereofsuch Lease.

Real Estate. (a) The One or more Company Members owns interests in real estate identified in Schedule 2.3.24 2.3.23 of the Disclosure Schedules (the "Owned Premises"). With respect to each such parcel of owned real property: (i) the applicable Company Member has good and marketable title to the parcel of real property, free and clear of any Encumbrance, easement, covenant or other restriction, except for Permitted Liens, Encumbrances, easements, covenants and other restrictions of record which do not affect materially and adversely the current use, occupancy or marketability of title, of the property subject thereto; (ii) there are no pending or, to the knowledge of the Principal StockholderSeller, threatened condemnation, expropriation, eminent domain or other similar proceedings, lawsuits or administrative actions relating to the property which materially and adversely affect the current use or occupancy thereof; (iii) except as set forth in Schedule 2.3.24 2.3.23 of the Disclosure Schedules, there are no outstanding written or, to the knowledge of the Principal StockholderSeller, oral rights, agreements, options or rights of first refusal to purchase the parcel of real property, or any portion thereof or interest therein, which have been granted to any other person; and (iv) to the knowledge of the Principal StockholderSeller, there are no not parties (other than the Companyrespective Company Member) in possession of or holding any rights to take possession of any the parcel of real property set forth on Schedule 2.3.24 of the Disclosure Schedulesproperty, other than tenants under any leases disclosed in Schedule 2.3.24 2.3.23 of the Disclosure Schedules who are in possession of space to which they are entitled and other than any parties holding rights, the exercise of which would not materially and adversely affect the current use or occupancy of the real property subject thereto. (b) The One or more Company Members leases or subleases interests in real estate identified in Schedule 2.3.24 2.3.23 of the Disclosure Schedules (the "Leased Premises"; and, together with the Owned Premises, the "Real Estate"). With respect to each such parcel of leased or subleased real property, except as set forth in Schedule 2.3.24 2.3.23 of the Disclosure Schedules, the a Company Member is the lessee of each of the Leased Premises, and no party other than the a Company Member has any right to possession, occupancy or use of any of the Leased Premises. A copy of each lease relating to the Leased Premises has been made available to RCGI and 399 VenturePurchaser, together with all amendments and modifications thereto and subordination, attornment or non-disturbance agreements in respect thereof.

Real Estate. (a) The Company owns OWNED REAL PROPERTY INTERESTS. Target does not own any land, or interests in real estate identified in Schedule 2.3.24 of the Disclosure Schedules (the "Owned Premises"). With respect to each such parcel of owned real property: (i) the Company has good and marketable title to the parcel of real property, free and clear of any Encumbrance, easement, covenant or other restriction, except for Permitted Liens, Encumbrances, including easements, covenants and other restrictions of record which do not affect materially and adversely the current use, occupancy or marketability of title, of the property subject thereto; (ii) there are no pending or, to the knowledge of the Principal Stockholder, threatened condemnation, expropriation, eminent domain or other similar proceedings, lawsuits or administrative actions relating to the property which materially and adversely affect the current use or occupancy thereof; (iii) except as set forth in Schedule 2.3.24 of the Disclosure Schedules, there are no outstanding written or, to the knowledge of the Principal Stockholder, oral rights, agreements, options or rights of first refusal to purchase the parcel of real property, or any portion thereof or interest therein, which have been granted to any other person; and (iv) to the knowledge of the Principal Stockholder, there are no parties (other than the Company) in possession of or holding any rights to take possession of any parcel of real property set forth on Schedule 2.3.24 of the Disclosure Schedules, other than tenants under any leases disclosed in Schedule 2.3.24 of the Disclosure Schedules who are in possession of space to which they are entitled way and other than any parties holding rights, the exercise of which would not materially and adversely affect the current use or occupancy of the real property subject theretooptions. (b) The Company leases or subleases LEASED REAL PROPERTY INTERESTS. SCHEDULE 2.21(B) of the Sellers' Disclosure Schedule lists (i) by legal description reasonably acceptable to Buyer all material real property and interests in real estate identified in Schedule 2.3.24 property, including easements, rights of the Disclosure Schedules way and options leased by Target from or to a third person (the "LEASED REAL PROPERTY INTERESTS" and any other interest in real estate omitted from SCHEDULE 2.21(B) of the Sellers' Disclosure Schedule shall be defined as the "REAL PROPERTY INTERESTS"); (ii) each lease, sublease, assignment, surface, wheelage and other agreement, instrument and consent pursuant to which Target leases, occupies or uses the Leased Premises"; andReal Property Interests, together with the Owned Premisesor has subleased or otherwise granted to others any interests therein, copies of which have been previously provided to Buyer (collectively, the "Real EstateREALTY LEASES"); and (iii) the identity of each lessor, lessee, consenting party, guarantor, if applicable, and any other party to any of the Realty Leases. With respect Except for the Permitted Liens, each of the Realty Leases is valid and binding without further sublease or assignment and in full force and effect as to each Target and, to the best knowledge of the Sellers, as to any other party. There is no material default by Target or, to the best knowledge of the Sellers, by any other party, under any of the Realty Leases, and, to the best knowledge of the Sellers, there is no event which, with notice or the passage of time or both, would constitute such parcel material default by Target or, to the best knowledge of leased or subleased real propertythe Sellers, except by any other party under any of the Realty Leases. Except as set forth in Schedule 2.3.24 on SCHEDULE 2.21(B) of the Sellers' Disclosure SchedulesSchedule, the Company is the lessee of each upon consummation of the Leased Premisestransactions contemplated under this Agreement, Target will remain entitled to the full economic, legal and other benefits under the Realty Leases on their present terms, and no party other than the Company has any right to possessioncancel, occupancy terminate or use of modify any of the Leased Premises. A copy Realty Leases by reason of each lease relating to the Leased Premises has been made available to RCGI and 399 Venture, together with all amendments and modifications thereto and subordination, attornment or non-disturbance agreements in respect thereoftransactions contemplated under this Agreement.

Real Estate. (a) The Company owns interests in real estate identified in Schedule 2.3.24 Section 5.19(a) of the Company Disclosure Schedules (Schedule sets forth the "address and description of each Owned Premises")Real Property located in the United States and all other Owned Real Property that is material to the business operations of the Company and the Company Subsidiaries, taken as a whole. With Except for matters that, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect, with respect to each such parcel Owned Real Property that is material to the business operations of owned real property: the Company and the Company Subsidiaries, taken as a whole: (i) the Company or a Company Subsidiary (as the case may be) has good and marketable fee simple title to the parcel of real propertysuch Owned Real Property, free and clear of any Encumbrance, easement, covenant or other restrictionall Liens, except for Permitted Liens, Encumbrances, easements, covenants ; and other restrictions of record which do not affect materially and adversely the current use, occupancy or marketability of title, of the property subject thereto; (ii) there are no pending orneither the Company nor any Company Subsidiary has granted any outstanding options, to the knowledge rights of the Principal Stockholder, threatened condemnation, expropriation, eminent domain or other similar proceedings, lawsuits or administrative actions relating to the property which materially and adversely affect the current use or occupancy thereof; (iii) except as set forth in Schedule 2.3.24 of the Disclosure Schedules, there are no outstanding written or, to the knowledge of the Principal Stockholder, oral rights, agreements, options first offer or rights of first refusal to purchase the parcel of real property, such Owned Real Property or any portion thereof or interest therein, which have been granted . Neither the Company nor any Company Subsidiary is a party to any other person; and (ivagreement or option to purchase any real property or interest therein, except for those contained in the Leases listed in Section 5.19(b) to the knowledge of the Principal Stockholder, there are no parties (other than the Company) in possession of or holding any rights to take possession of any parcel of real property set forth on Schedule 2.3.24 of the Company Disclosure Schedules, other than tenants under any leases disclosed in Schedule 2.3.24 of the Disclosure Schedules who are in possession of space to which they are entitled and other than any parties holding rights, the exercise of which would not materially and adversely affect the current use or occupancy of the real property subject theretoSchedule. (b) Section 5.19(b) of the Company Disclosure Schedule sets forth the address of each Leased Real Property located in the United States and all other Leased Real Property that is material to the business operations of the Company and the Company Subsidiaries, taken as a whole. The Company leases or subleases interests in real estate identified in Schedule 2.3.24 has made available to Parent a complete and correct copy of each Lease for each Leased Real Property that is material to the business operations of the Disclosure Schedules (Company and the "Leased Premises"; andCompany Subsidiaries, together taken as a whole. Except for matters that, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect, with the Owned Premises, the "Real Estate"). With respect to each such parcel of leased or subleased real property, except as set forth in Schedule 2.3.24 of the Disclosure SchedulesLeases that is material to the business operations of the Company and the Company Subsidiaries, taken as a whole: (i) to the Knowledge of the Company, such Lease is in full force and effect (but in each case subject to the Bankruptcy Exception); (ii) to the Knowledge of the Company, the Company’s or a Company Subsidiary’s possession (as applicable) of the Leased Real Property under such Lease has not been disturbed; and (iii) to the Knowledge of the Company, neither the Company nor any Company Subsidiary is in material breach or default under such Lease (beyond applicable notice, grace and/or cure periods). (c) Except for matters that, individually or in the lessee of aggregate, would not reasonably be expected to have a Company Material Adverse Effect, each of the Leased Premises, Company and no party other than the Company Subsidiaries has any right title to possession, occupancy or use of any the Leasehold Improvements located at Leased Real Property that is material to the business operations of the Leased Premises. A copy Company and the Company Subsidiaries, taken as a whole, free and clear of each lease relating to the Leased Premises has been made available to RCGI and 399 Ventureall Liens, together with all amendments and modifications thereto and subordination, attornment or non-disturbance agreements in respect thereofexcept Permitted Encumbrances.

Real Estate. (a) The Company owns interests in real estate identified in Schedule 2.3.24 Section 3.12 of the Disclosure Schedules (the "Owned Premises"). With respect to each such parcel of owned real property: Schedule sets forth (i) the address and legal description of all real property owned by the Company or any Subsidiary and all buildings and other structures located on such real property; (ii) all leases, subleases or other agreements, including all amendments and other modifications, under which the Company or a Subsidiary is lessor or lessee of any real property (the "Leases"); (iii) all options held by the Company or a Subsidiary to purchase or acquire any interest in real property; and (iv) all options granted by the Company or a Subsidiary to sell or dispose of any interest in real property. The Company or a Subsidiary is the owner of record, lessee under the Leases or holder of the options, as the case may be, of each of the items set forth on the Disclosure Schedule free and clear of all Liens, defects, claims, rights of possession or other encumbrances (except Permitted Liens), and the Company or a Subsidiary, as applicable, has good and marketable title in and to all owned real property set forth on the Disclosure Schedule subject to no Liens except Permitted Liens and Liens in favor of the Banks pursuant to the parcel of real property, free Credit Agreement. Such Leases and clear other agreements are in full force and effect and the Company and the Subsidiaries have not received notice of any Encumbrancedefault thereunder, easementnor of any condition which would become a default with the giving of notice, covenant the passage of time, or other restriction, except for Permitted Liens, Encumbrances, easements, covenants and other restrictions of record which do not affect materially and adversely the current use, occupancy or marketability of title, both. Except as described on Section 3.12 of the property subject thereto; (ii) there are Disclosure Schedule, no consent, waiver, approval or authorization is required from the landlord under any Lease as a result of the execution of this Agreement or the consummation of the transactions contemplated hereby. There is no pending or, to the knowledge Knowledge of the Principal StockholderSellers or the Company, any threatened condemnation, expropriation, eminent domain or other similar proceedings, lawsuits or administrative actions relating to the property which materially and adversely affect the current use or occupancy thereof; (iii) except as set forth in Schedule 2.3.24 of the Disclosure Schedules, there are no outstanding written or, to the knowledge of the Principal Stockholder, oral rights, agreements, options or rights of first refusal to purchase the parcel of real property, or condemnation proceeding affecting any portion thereof or interest therein, which have been granted to any other person; and (iv) to the knowledge of the Principal Stockholder, there are no parties (other than the Company) in possession of or holding any rights to take possession of any parcel of real property set forth on Schedule 2.3.24 of the Disclosure Schedules, other than tenants under any leases disclosed in Schedule 2.3.24 of the Disclosure Schedules who are in possession of space to which they are entitled and other than any parties holding rights, the exercise of which would not materially and adversely affect the current use or occupancy of the real property subject thereto. (b) The Company leases owned or subleases interests in real estate identified in Schedule 2.3.24 of the Disclosure Schedules (the "Leased Premises"; and, together with the Owned Premises, the "Real Estate"). With respect to each such parcel of leased or subleased real property, except as set forth in Schedule 2.3.24 of the Disclosure Schedules, by the Company is the lessee of each of the Leased Premises, and no party other than the Company has or any right to possession, occupancy or use of any of the Leased Premises. A copy of each lease relating to the Leased Premises has been made available to RCGI and 399 Venture, together with all amendments and modifications thereto and subordination, attornment or non-disturbance agreements in respect thereofSubsidiary.

Real Estate. (a) The Company owns interests does not have any interest in real estate identified in Schedule 2.3.24 property other than as a lessee of the Disclosure Schedules property demised under the Real Property Leases (as hereinafter defined) and has never owned any real property. (b) The leasehold estates listed on Schedule 3.7(b) are all of the leasehold estates under which the Company is a lessee, sublessee or sublessor of any real property or interest therein (collectively, the "Real Property Leases") (the premises demised under the Real Property Leases are, collectively, referred to herein as the "Owned PremisesReal Property"). With respect No proceeding is pending or, to each such parcel the best knowledge of owned real property: (i) the Company, threatened, for the taking or condemnation of all or any portion of the Real Property. Except as disclosed on Schedule 3.7, the Company has good and marketable holds valid title to the parcel of real property, leasehold estates and the Real Property Leases free and clear of any Encumbranceencroachment, easementsublease, covenant right of occupancy or use of any third party, mortgage, pledge, lien, security interest, encumbrance, claim, charge, covenant, conditional limitation or other restrictionrestriction of any kind, except for: (i) real property taxes, if any, affecting the properties of which the premises demised under the Real Property Leases form a part, not yet due and payable or for Permitted Lienswhich adequate provision has been made; (ii) landlord's liens, Encumbrancesencumbrances, easements, covenants and other restrictions of record which do not affect materially and adversely set forth in the current useReal Property Leases or related documents or imposed by applicable law; (iii) easements, occupancy rights-of-way, restrictions, minor defects or marketability of irregularities in title, and other encumbrances not interfering in any material respect with the ordinary conduct of the property subject thereto;business of the Company. Except as set forth on Schedule 3.7(b), there is no brokerage commission or finder's fee due from the Company and unpaid with regard to any of the Real Property Leases, or which will become due any time in the future with regard to any Real Property Lease. (iic) there are no pending orExcept as set forth on Schedule 3.7(c), to the knowledge of the Principal StockholderCompany, threatened condemnation, expropriation, eminent domain there are no: (i) unrecorded agreements; (ii) rights of occupancy; or other similar proceedings, lawsuits or administrative actions relating to the property which materially and adversely affect the current use or occupancy thereof; (iii) except mortgages, pledges, liens, security interests, encumbrances, claims, charges which materially encumber any of the properties demised under any of the Real Property Leases. (d) Except as set forth in on Schedule 2.3.24 of the Disclosure Schedules3.7(d), there are no outstanding written oreasements, rights of way or licenses necessary for the operations of the properties demised under the Real Property Leases which are not in full force and effect. (e) Except as set forth on Schedule 3.7(e), the premises demised under the Real Property Leases and the building systems such as heating, plumbing, ventilation, air conditioning and electric used in the operation of the Real Property are adequate in all material respects for the current operations of the Company, and the Real Property and such building systems now being used by the Company in its business and operations, whether leased or owned, are in working order, repair and operating condition (normal wear and tear excepted), and are, to the knowledge of the Principal StockholderCompany, oral rights, agreements, options or rights of first refusal to purchase the parcel of real property, or without any portion thereof or interest therein, which have been granted to any other person; and (iv) to the knowledge of the Principal Stockholder, there are no parties (other than the Company) in possession of or holding any rights to take possession of any parcel of real property set forth on Schedule 2.3.24 of the Disclosure Schedules, other than tenants under any leases disclosed in Schedule 2.3.24 of the Disclosure Schedules who are in possession of space to which they are entitled and other than any parties holding rights, the exercise of which would not materially and adversely affect the current use or occupancy of the real property subject theretomaterial structural defects. (bf) The Company leases is not in material or subleases interests in real estate identified in Schedule 2.3.24 of the Disclosure Schedules (the "Leased Premises"; and, together with the Owned Premises, the "Real Estate"). With respect to each such parcel of leased or subleased real property, except as set forth in Schedule 2.3.24 of the Disclosure Schedules, the Company is the lessee of each of the Leased Premises, and no party other than the Company monetary default nor has it received any right to possession, occupancy or use notice of any of material or monetary default, or failed to take any action that could result in a material or monetary default, under any Real Property Lease. To the Leased Premises. A copy of each Company's knowledge, no other party to any such lease relating to the Leased Premises has been made available to RCGI and 399 Venture, together with all amendments and modifications thereto and subordination, attornment is in material or non-disturbance agreements in respect thereofmonetary default thereunder.

Real Estate. (a) The Company Except as set forth on Schedule 3.13(a), neither the Partnership nor the Subsidiary owns interests any real property or any interest therein other than those described in real estate identified in Schedule 2.3.24 of the Disclosure Schedules unsigned draft Title Insurance Commitment issued by Lawyers Title Insurance Corporation (the "title insurer") as its Commitment No. 00602158 in the form attached hereto as Schedule 3.13 (the "Title Insurance Commitment") (the property and interests described in such Title Insurance Commitment being referred to as the "Owned PremisesProperties"). In addition, the Partnership has delivered to Panthers a true and complete copy of that certain ALTA Survey of the Owned Properties prepared by Rick Engineering Co. as its job no. 1969 dated May 24, 1996 (the "▇▇rvey"), and Schedule 3.13 (a) describes any additional title exceptions which would be disclosed on an updated ALTA survey prepared in the same manner as the Survey. With respect to each such parcel of owned real propertyOwned Property, except as set forth in Schedule 3.13(a), Schedule B Section 2 to the Title Insurance Commitment or the Survey and except for the Ground Lease Parcel: (i) the Company The Partnership has good and marketable title to the or easements upon each parcel of real property, Owned Property as set forth in the Title Insurance Commitment free and clear of any EncumbranceLien, easement, covenant covenant, restriction or encumbrance; (ii) There are no pending or to the Partnership's Knowledge threatened condemnation proceedings, suits or administrative actions relating to the Owned Properties or any access thereto or other restriction, except for Permitted Liens, Encumbrances, easements, covenants and other restrictions of record which do not affect materially and matters affecting adversely the current use, occupancy or marketability of title, of the property subject thereto; (ii) there are no pending or, to the knowledge of the Principal Stockholder, threatened condemnation, expropriation, eminent domain or other similar proceedings, lawsuits or administrative actions relating to the property which materially and adversely affect the current use or occupancy value thereof; (iii) except as set forth The legal descriptions for the parcels of Owned Property contained in Schedule 2.3.24 the Title Insurance Commitment describe such parcels fully and adequately; the buildings and improvements are located within the boundary lines of the Disclosure Schedulesdescribed parcels of land, there are not in violation of applicable setback requirements, local comprehensive plan provisions, zoning laws and ordinances, building code requirements, permits, licenses or other forms of approval by any Governmental Authority, and do not encroach on any easement which may burden the land; the land does not serve any adjoining property for any purpose inconsistent with the use of the land; and the Owned Properties are not located within any flood plain (such that a mortgagee would require a mortgagor to obtain flood insurance) or subject to any similar type restriction for which any permits or licenses necessary to the use thereof have not been obtained; (iv) There are no outstanding written or, to the knowledge of the Principal Stockholder, oral rights, agreements, options or rights of first refusal to purchase the parcel parcels of real property, Owned Property or any portion thereof or interest therein; (v) All facilities located on the parcels of Owned Property are supplied with utilities and other services necessary for the operation of such facilities, including gas, electricity, water, telephone, sanitary sewer and storm sewer, all of which have been granted to services are adequate for the Owned Property and are available in adequate quantities for the Renovation (as defined in the Limited Partnership Agreement) in accordance with all applicable laws, ordinances, rules and regulations, and are provided via public roads or via permanent, irrevocable, appurtenant easements; (vi) None of the Exchange Partners or the Partnership has received notice of any other personcondemnation or taking of, or any special assessment which may affect, any parcel of Owned Property; and (ivvii) The Owned Property has access to 24th Street via the nonexclusive easement described as Pa▇▇▇▇ ▇▇. ▇ ▇n Schedule A to the knowledge Title Insurance Commitment. (b) Schedule 3.13(b) sets forth a list of all leases or licenses of real property or other occupancy agreements under which the Partnership or the Subsidiary is the lessee, licensee or occupant ("Leases") (copies of which have previously been furnished to Panthers), in each case setting forth (A) the lessor, licensor or grantor thereof and the date of each of the Principal StockholderLeases, and (B) a brief description of each property covered thereby. Except as set forth in Schedule 3.13(b), the Leases are in full force and effect and have not been amended, and the Partnership is not in default under any such Lease to which it is an original party or of which it is an assignee since the date of such assignment, has no Knowledge of any breach or default by the other party thereto or occurring prior to such assignment and has not given or received notice of any breach or default thereunder. (c) Schedule 3.13(c) sets forth a list of all leases or licenses of real property or other occupancy agreements under which the Partnership is the lessor, licensor or grantor ("Rental Space Agreements") (copies of which have previously been furnished to Panthers), in each case setting forth (A) the lessee thereof and the date of each of the Rental Space Agreements, and (B) a brief description of each property covered thereby. Except as set forth in Schedule 3.13(c), the Rental Space Agreements are in full force and effect and have not been amended, and the Partnership is not in default under any such Rental Space Agreement to which it is an original party or of which it is an assignee since the date of such assignment, has no Knowledge of any breach or default by the other party thereto or occurring prior to such assignment and has not given or received notice of any breach or default thereunder. Except as set forth in Schedule 3.13(c), there are no parties (in possession or which have rights to possession of the Owned Properties, other than the CompanyPartnership, its Resort managers and other contractors, guests, customers and other invitees in the ordinary course of business. (d) Renovation. The Partnership, the Exchange Partners and the Partners believe in possession good faith that all approvals of Government Authorities (including licenses, approvals, authorizations and permits) required to allow the Partnership to commence the Renovation will be granted. (e) Schedule 3.13(e) lists all agreements to which the Partnership is a party or holding which have been assigned to the Partnership pertaining to the operation or use of the Adobe or Links golf courses (collectively the "Golf Course") or granting any rights option or right of refusal to take possession acquire any portion of any parcel such Golf Course (the "Golf Course Agreements"). The Partnership has provided true and complete copies of real property the Golf Course Agreements to Panthers. The Third Amendment to the Replacement Golf and Maintenance Privilege Agreement has been duly executed and delivered. Except as set forth in the Golf Course Agreements or in Schedule 3.13(e), such Golf Course Agreements are legal, valid and binding, in full force and effect, have not been amended or terminated and are enforceable in accordance with their terms (except as set forth on Schedule 2.3.24 3.3 or such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and general equitable principles regardless of whether such enforceability is considered in a proceeding at law or in equity), and neither Rostland's Continuing First Right of Refusal nor Rostland's Option to Purchase (as these terms are defined in Sections 5.1 and 5.3, respectively, of the Disclosure SchedulesReplacement Golf and Maintenance Privilege Agreement dated January 1, other than tenants 1980) has been waived. The Partnership is not in breach or default of any of its obligations under any leases disclosed in Schedule 2.3.24 of such Golf Course Agreements since the Disclosure Schedules who are in possession assignment thereof to the Partnership and has no Knowledge of space any uncured breach or default thereunder which occurred prior to which they are entitled and other than any parties holding rights, the exercise of which would not materially and adversely affect assignment thereof to the current use or occupancy of the real property subject theretoPartnership. (bf) The Company leases or subleases interests Notwithstanding anything contained in real estate identified in Schedule 2.3.24 Section 3.13, if the title insurance policy issued pursuant to the Title Insurance Commitment would cover any part of the Disclosure Schedules (loss or liability resulting from any breach of a representation or warranty in Section 3.13, or in Section 3.22 to the "Leased Premises"; andextent based thereon, together with then regardless of whether the Owned Premisesamount of such title insurance coverage is sufficient to cover the full loss, the "Real Estate"). With respect Partnership, Exchange Partners and Partners shall not be in breach or default under this Agreement or have any liability, whether to each such parcel of leased or subleased real propertyPanthers, except as set forth in Schedule 2.3.24 of the Disclosure SchedulesPanthers SPE, the Company title insurer or otherwise, in the event that such representation or warranty is inaccurate or incomplete in the lessee of each of the Leased Premises, and no party other than the Company has any right to possession, occupancy or use of any of the Leased Premises. A copy of each lease relating to the Leased Premises has been made available to RCGI and 399 Venture, together with all amendments and modifications thereto and subordination, attornment or non-disturbance agreements in respect thereofcovered by such title insurance policy.

Real Estate. (a) The Company owns interests real property described in the Post Closing Leases (which is described in Exhibit K), the DFW Ground Lease and the real estate identified in Schedule 2.3.24 leases comprising part of the Disclosure Schedules Assumed Contracts (the "Owned Premises"real estate leases comprising part of the Assumed Contracts and the DFW Ground Lease are herein collectively called the “Real Estate Leases”) reflect or describe, collectively, all of the parcels of real property constituting the real property owned or otherwise used by the Sellers in the operation of the Dealerships (collectively, the “Real Estate”). (b) The Sellers are not party to any leases, subleases, licenses or similar agreements which are for the use or occupancy of real estate owned by a third party other than the Real Estate Leases. The Sellers have not leased, subleased, or, except pursuant to easements and other matters filed for record in the real property records, otherwise granted to any Person, other than the Sellers’ Affiliates, the right to use or occupy the Real Estate or any portion thereof. (c) With respect to each such parcel of owned real property: the Real Estate: (i) the Company has good and marketable title to the parcel of real property, free and clear of any Encumbrance, easement, covenant or other restriction, except for Permitted Liens, Encumbrances, easements, covenants and other restrictions of record which do not affect materially and adversely the current use, occupancy or marketability of title, of the property subject thereto; (ii) there are no pending or, to Seller’s Knowledge or the knowledge Knowledge of any of the Principal StockholderReal Estate Owners, threatened condemnation, expropriation, eminent domain or other similar condemnation proceedings, lawsuits or administrative actions relating to the property which materially and adversely affect the current use or occupancy thereof; (iiiii) except as set forth for the Assumed Contracts, the Construction Documents, the DFW Ground Lease and other agreements filed for record in Schedule 2.3.24 of the Disclosure Schedulesreal property records, there are no outstanding written orContracts relating to service, management or similar matters which affect any such parcel and that would be binding on Purchaser following Closing. (d) Each Real Estate Owner owns fee simple title to its applicable parcel of Real Estate that is the subject of a Post Closing Lease, which at the time of Closing will be free and clear of all restrictions, liens, encumbrances, easements, exceptions, Uniform Commercial Code financing statements and security interests of every kind and character, except for the Existing Encumbrances (which Existing Encumbrances include the liens and security interests described in each SNDA, as applicable) and, in the case of the Short Term Leases, all matters of record affecting title thereto. (e) No Seller or Real Estate Owner has Knowledge of any proceedings, or any proposed or threatened proceedings, to change such zoning classification or land use plan or the knowledge conditions applicable thereto, and shall not itself apply for or acquiesce in any such change. No Seller or Real Estate Owner has Knowledge or any violation of any requirement or condition to such zoning classification or land use plan which is applicable to all or any portion of any Real Estate owned by it. (f) Except for leases that will be terminated as of Closing and except for the Principal StockholderDFW Ground Lease, oral rightsno Seller or Real Estate Owner has Knowledge of any unrecorded leases, agreementsoptions, options or rights of first refusal to purchase the parcel of real property, or any portion thereof or interest therein, which have been granted to any other person; and (iv) affecting title to the knowledge Real Estate owned by the respective party. Except for leases that will be terminated as of Closing, the Principal StockholderDFW Ground Lease, and leases that constitute Existing Encumbrances, there are no parties (other than the Company) in possession of written or holding oral leases affecting any rights to take possession of any parcel of real property set forth on Schedule 2.3.24 of the Disclosure Schedules, other than tenants under any leases disclosed in Schedule 2.3.24 of the Disclosure Schedules who are in possession of space to which they are entitled and other than any parties holding rights, the exercise of which would not materially and adversely affect the current use or occupancy of the real property subject thereto. (b) The Company leases or subleases interests in real estate identified in Schedule 2.3.24 of the Disclosure Schedules (the "Leased Premises"; and, together with the Owned Premises, the "Real Estate")Estate owned by it. With respect to each such parcel of leased or subleased real property, except Except as set forth in Schedule 2.3.24 the Existing Encumbrances, no Seller or Real Estate Owner has Knowledge of rights of occupancy relating to the Disclosure SchedulesReal Estate owned by it, the Company is the lessee of each of the Leased Premises, and no party other than the Company or that any Person has any right to possession, of possession or occupancy or use in any part of the Real Estate owned by it. (g) There is no surface drilling conducted on any of the Leased Premises. A copy Real Estate owned by a Real Estate Owner. (h) No Seller or Real Estate Owner has received any notices from any insurance company of each lease any defects or any inadequacies in the Real Estate owned by such party or any part thereof that have not been remedied and which would adversely affect the insurability of the Real Estate owned by such party or asserting that any of the Real Estate owned by such party is not is in compliance with the requirements of all insurance carriers currently providing insurance coverage for the Real Estate and such improvements owned by such party. (i) Except as set forth in the Existing Encumbrances, no Seller or Real Estate Owner has Knowledge of any commitments or side agreements existing with any governmental authority, utility company, school board, church or other religious body, or any homeowners or homeowners’ association, or with any other organization, group, party, or individual, relating to the Leased Premises Real Estate owned by such party which would impose an obligation upon the owner of such Real Estate, or its successors or assigns, to make any contribution or dedication of money or land or to construct, install or maintain any improvements of as public or private nature on or off such Real Estate. (j) To the Knowledge of Sellers and Real Estate Owners, the DFW Ground Lease and each Construction Document (i) is a legal, valid and binding obligation of PPJ Land LLC and, as applicable, such Real Estate Owner and the other parties thereto, (ii) is in full force and effect in accordance with its terms. To the Knowledge of the Real Estate Owners, (1) no Real Estate Owner that is party to, nor any other party to, any Construction Document, nor PPJ Land LLC with respect to the DFW Ground Lease, is in material breach of or material default under, or has been made available provided or received any written notice alleging any breach of or default under the DFW Ground Lease or any Construction Document, as applicable, (2) with regard to RCGI the assignment thereof to Purchaser, except for the consent of the landlord under the DFW Ground Lease and 399 Venturethe counterparties to the Construction Documents, together neither the assignment of the DFW Ground Lease nor any Construction Document requires any consent or approval from any other Person, and (3) no event has occurred (with all amendments and modifications thereto and subordinationor without notice, attornment the lapse of time or non-disturbance agreements both) would constitute a breach thereof by any Real Estate Owner or any counterparty thereto. None of the counterparties to the DFW Ground Lease or any Construction Document has notified any Real Estate Owner in respect thereofwriting that it intends to terminate, cancel or not renew any such Contract.

Real Estate. Except as set forth on Schedule 4.11: (a) The Company owns interests in Schedule 1.46 and Schedule 1.51, collectively, sets forth a true, correct and complete list of all real estate identified in Schedule 2.3.24 property owned, leased or used by any of the Disclosure Schedules (Selling Parties in connection with the "Owned Premises"). With respect to each such parcel of owned real property:Business. (ib) the Company has Seller or Seller's Affiliates have good and marketable title to the parcel of real propertyReal Estate (other than the Leased Real Estate), and Seller has a valid and subsisting leasehold interest in and to the Leased Real Estate, free and clear of any Encumbrance, easementexcept for the Permitted Encumbrances. (c) There are no pending or, covenant to the Knowledge of Seller, threatened condemnation or eminent domain proceedings, lawsuits or administrative actions relating to any of the Real Estate or other restriction, except for Permitted Liens, Encumbrances, easements, covenants and other restrictions of record which do not affect matters affecting materially and adversely the current use, occupancy or marketability of titlevalue thereof, of the property subject thereto; (ii) there are no pending or, to the knowledge Knowledge of Seller, any basis therefor. (d) The buildings and improvements used in the operation of the Principal StockholderBusiness are located within the boundary lines of the Real Estate, threatened condemnationare not in violation of applicable setback requirements, expropriationzoning laws, eminent domain and ordinances and do not encroach on any easement, except that with respect to the Leased Real Estate the foregoing is to the Knowledge of Seller. (e) All plants, facilities and structures used in the operation of the Business are suitable for the purposes used, are adequate and sufficient for all current operations of their respective businesses and, subject to ordinary wear and tear, are in good operating condition and repair. (f) There are no leases, subleases, licenses, concessions, or other similar proceedingsagreements, lawsuits written or administrative actions relating oral, granting to any party or parties other than Seller the property which materially and adversely affect the current right of use or occupancy thereof;of any portion of the Real Estate, except that with respect to the Leased Real Estate the foregoing is to the Knowledge of Seller. (iiig) except as set forth in Schedule 2.3.24 of the Disclosure Schedules, there There are no outstanding written or, to the knowledge of the Principal Stockholder, oral rights, agreements, options or rights of first refusal to purchase the parcel of real property, Real Estate or any portion thereof or interest therein, which have been granted except that with respect to any other person; andthe Leased Real Estate the foregoing is to the Knowledge of Seller. (ivh) There are no parties other than Seller in possession of the Real Estate. (i) Ingress and egress to and from the Real Estate is provided over and across publicly dedicated paved streets, which are maintained by the local municipality and, to the knowledge Knowledge of the Principal StockholderSeller, there are no parties proposals to change such access roads adjoining or abutting the Real Estate or to change the grade of such access roads, except that with respect to the Leased Real Estate the foregoing is to the Knowledge of Seller. (other than j) The Real Estate is serviced by water, sewer and utility service which has been adequate for Seller's current use thereof. (k) The Real Estate and the Company) improvements erected thereon are currently located in possession an area whose zoning classification permits the development, use and operation of the Real Estate as currently used without special exception or holding permit (except that with respect to the Leased Real Estate the foregoing is to the Knowledge of Seller), and none of Seller or the General Partner has received any rights to take possession notice of any parcel of real property set forth on Schedule 2.3.24 proceeding to change adversely or down-zone the existing zoning classification as to any portion of the Disclosure SchedulesReal Estate. (l) The improvements to the Real Estate have been constructed in material accordance with, and materially comply with, the requirements of all applicable laws, ordinances, regulations and orders, including without limitation applicable zoning, building and fire safety codes and all restrictive covenants, if any, and other than tenants under easements, encumbrances or agreements affecting title to the Real Estate (except that with respect to the Leased Real Estate the foregoing is to the Knowledge of Seller), and no written outstanding notices of violation of any leases disclosed in Schedule 2.3.24 law, regulation, ordinance, order or requirement has been received by any of Seller or the General Partner. No portion of the Disclosure Schedules who are Real Estate is a designated historic property or subject to any laws, ordinances, regulations or orders which, in possession the event of space total or partial casualty, would prevent the reconstruction of the improvements to which they are entitled and other than any parties holding rights, the exercise Real Estate or the restoration of which would not materially and adversely affect the current use of such improvements at the time of such casualty as a matter of right without special exception or occupancy permit (except that with respect to the Leased Real Estate the foregoing is to the Knowledge of the real property subject theretoSeller). (bm) The Company leases or subleases interests in real estate identified in Schedule 2.3.24 Seller has delivered to Buyer copies of all certificates of occupancy with respect to the Disclosure Schedules (the "Leased Premises"; and, together with the Owned Premises, the "Real Estate"). With respect to each such parcel of leased or subleased real property, except as set forth in Schedule 2.3.24 of the Disclosure Schedules, the Company is the lessee of each of the Leased Premises, and no party other than the Company has any right to possession, occupancy or use of any of the Leased Premises. A copy of each lease relating to the Leased Premises has been made available to RCGI and 399 Venture, together with all amendments and modifications thereto and subordination, attornment or non-disturbance agreements in respect thereof.

Real Estate. (a) The Company owns interests in real estate identified in Schedule 2.3.24 4.22(a) of the Disclosure Schedules sets forth a list (containing a materially accurate description) of each parcel of real property owned by the Target Companies (the "“Owned Premises"Real Estate”). With respect to each such parcel of owned real property: (i) the Each Target Company has good and marketable title to in fee simple absolute to, and is in peaceable possession of, all the parcel of real property, free and clear of any Encumbrance, easement, covenant or other restriction, except for Permitted Liens, Encumbrances, easements, covenants and other restrictions of record which do not affect materially and adversely the current use, occupancy or marketability of title, of the property subject thereto; (iiOwned Real Estate identified as owned by such Target Company on Schedule 4.22(a) there are no pending or, to the knowledge of the Principal Stockholder, threatened condemnation, expropriation, eminent domain or other similar proceedings, lawsuits or administrative actions relating to the property which materially and adversely affect the current use or occupancy thereof; (iii) except as set forth in Schedule 2.3.24 of the Disclosure Schedules, there are no outstanding written orincluding, to without limitation, the knowledge buildings, structures, and improvements situated thereon and appurtenances thereto, in each case free and clear of the Principal Stockholder, oral rights, agreements, options or rights of first refusal to purchase the parcel of real property, or any portion thereof or interest therein, which have been granted to any other person; and (iv) to the knowledge of the Principal Stockholder, there are no parties (all Real Property Encumbrances other than the CompanyPermitted Real Property Encumbrances and those Encumbrances shown on such Schedule 4.22(a) in possession of or holding any rights to take possession of any parcel of real property set forth on Schedule 2.3.24 of the Disclosure Schedules, other than tenants under any leases disclosed in Schedule 2.3.24 of the Disclosure Schedules who are in possession of space to which they are entitled and other than any parties holding rights, the exercise of which would not materially and adversely affect the current use or occupancy of the real property subject thereto. (b) The Company leases or subleases interests in real estate identified in Schedule 2.3.24 4.22(b) of the Disclosure Schedules sets forth a list (containing a materially accurate description) of all real property leased to, subleased to or otherwise used or occupied by or on behalf of the Target Companies (the "“Leased Premises"; andReal Property”) and all leases, together with the Owned Premisesrental agreements, the "Real Estate"). With respect licenses, rights to each such parcel of leased use or subleased real property, except as set forth in Schedule 2.3.24 of the Disclosure Schedules, the other agreements to which any Target Company is a party pertaining to the lessee of each of the Leased Premises, and no party other than the Company has any right to possession, occupancy leasing or use of any of the Leased PremisesReal Property (collectively, the “Real Estate Leases”). A copy Each Target Company is in peaceable possession of the premises covered by the Real Estate Leases to which it is a party. Subject to the terms and conditions of the Real Estate Leases, each Target Company has the right to use and occupy the Leased Real Property used and occupied by such Target Company. The Primary Companies have delivered to the Purchaser copies of the Real Estate Leases used by any of the Target Companies in its operation of the Leased Real Property. To the knowledge of each lease Primary Company, each of the Real Estate Leases is a legal, valid and binding obligation of the applicable Target Company, enforceable against such Target Company in accordance with its terms, and, to the knowledge of the relevant Primary Company, the other parties thereto, in each case except to the extent that such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights and remedies generally. No Target Company is in material violation or default under any Real Estate Lease, nor has any event or condition occurred which, with the giving of notice or passage of time, or both, would be a material violation or default by the applicable Target Company under any Real Estate Lease, and no Target Company has received written notice of any claimed material violation or default with respect to any Real Estate Lease. To the knowledge of each Primary Company, no other party to a Real Estate Lease is in material violation or default of any Real Estate Lease, nor has any event or condition occurred which, with the giving of notice or passage of time, or both, would be a material violation or default by such other party under any Real Estate Lease. (c) To each Primary Company’s knowledge, no Target Company has received any written notice of any pending condemnation, requisition or taking by any public authority of the whole or any material portion of any Owned Real Estate or Leased Real Property. To the knowledge of the Primary Companies, no such condemnation, requisition or taking has been threatened in writing. (d) To each Primary Company’s knowledge, each Target Company has all material Permits required by applicable Law to utilize the Owned Real Estate and the Leased Premises Real Property of such Target Company for the purposes for which they are currently being used, and, to each Primary Company’s knowledge, each Target Company is in compliance in all material respects with such Permits. (e) The Primary Companies have delivered to the Purchaser copies of (i) all existing agreements and documents in the Target Companies’ possession that encumber, bind or affect the Owned Real Estate and the Leased Real Property (including without limitation any leases of the Owned Real Estate and any subleases of the Leased Real Property), and (ii) all existing title insurance policies, title reports and surveys in any Target Company’s possession with respect to each parcel of the Owned Real Estate and the Leased Real Property. (f) Except as set forth on Schedule 4.22(f) of the Disclosure Schedules, no Target Company has been made available granted outstanding options, rights of first refusal, rights of first offer or similar rights to RCGI and 399 Venturepurchase any of the Owned Real Estate. (g) To each Primary Company’s knowledge, together no Target Company has received written notice of any material violation of Law that remains outstanding with all amendments and modifications thereto and subordinationrespect to the use or occupancy of any such buildings, attornment structures or non-disturbance agreements in respect thereofimprovements.

Real Estate. (a) The No Group Company owns interests any real property. (b) Section 3.9(b) of the Company Disclosure Schedules lists each real property leased, subleased, licensed or otherwise used or occupied by any Group Company (each, a “Leased Real Property” and collectively, the “Leased Real Properties”), and sets forth the name of the landlord, the name of the entity holding such leasehold interest and the street address of each Leased Real Property. (c) True, correct and complete copies of all leases, subleases, licenses, amendments, extensions, guaranties and other material agreements related thereto with respect to the Leased Real Properties (individually, a “Lease” and collectively, the “Leases”) have been made available to Parent, and none of such Leases has been modified following the date of this Agreement, except to the extent that such modifications have been disclosed by the copies thereof made available to the Parent Parties. Section 3.9(b) of the Company Disclosure Schedules sets forth a true and complete list of all Leases, including the date and name of the parties to each Lease, and in real estate the case of any oral Lease, a written summary of the material terms of such Lease. (d) The Leased Real Properties identified in Schedule 2.3.24 Section 3.9(b) of the Company Disclosure Schedules (constitute all of the "Owned Premises"). With respect real property leased, occupied, or otherwise utilized or intended to each such parcel be utilized in connection with the business of owned real property:the Group Companies. (ie) the Company has The Group Companies hold a good and marketable title valid leasehold estate in the Leased Real Properties subject to the parcel terms of real propertytheir respective Leases, free and clear of any Encumbrance, easement, covenant or other restrictionall Liens, except for Permitted Liens, Encumbrances, easements, covenants and other restrictions of record which do not affect materially and adversely the current use, occupancy or marketability of title, of the property subject thereto;. (iif) there are no pending or, to the knowledge of the Principal Stockholder, threatened condemnation, expropriation, eminent domain or other similar proceedings, lawsuits or administrative actions relating to the property which materially and adversely affect the current use or occupancy thereof; (iii) except Except as set forth in Schedule 2.3.24 on Section 3.9(f) of the Company Disclosure Schedules, there are no outstanding written or, to the knowledge of the Principal Stockholder, oral rights, agreements, options or rights of first refusal to purchase the parcel of real property, or any portion thereof or interest therein, which have been granted to any other person; and (iv) to the knowledge of the Principal Stockholder, there are no parties (other than the Company) in possession of or holding any rights to take possession of any parcel of real property set forth on Schedule 2.3.24 of the Disclosure Schedules, other than tenants under any leases disclosed in Schedule 2.3.24 of the Disclosure Schedules who are in possession of space to which they are entitled and other than any parties holding rights, the exercise of which would not materially and adversely affect the current use or occupancy of the real property subject thereto. (b) The Company leases or subleases interests in real estate identified in Schedule 2.3.24 of the Disclosure Schedules (the "Leased Premises"; and, together with the Owned Premises, the "Real Estate"). With respect to each such parcel of leased or subleased real property, except as set forth in Schedule 2.3.24 of the Disclosure Schedules, the Company is the lessee of each of the Leased PremisesReal Property: (i) the Lease for such Leased Real Property is legal, valid, binding, enforceable and in full force and effect, subject to proper authorization and execution of such lease by the other party thereto and subject to bankruptcy, insolvency, reorganization, moratorium or similar Laws of general applicability relating to or affecting creditors’ rights and to general principles of equity, (ii) no Group Company nor to the Knowledge of the Companies, any other party to the Lease is in breach or default under such Lease and no party other than event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach or default, or permit the termination, modification or acceleration of rent under such Lease, (iii) no security deposit or portion thereof deposited with respect to such Lease has been applied in respect of a breach or default thereunder which has not been replenished to the extent required under such Lease, (iv) no Group Company owes any brokerage commissions or finder’s fees with respect to such Lease, (v) no Group Company has subleased, licensed or otherwise granted any Person the right to possessionuse or occupy the Leased Real Property (or any portion thereof), occupancy (vi) no Group Company has collaterally assigned or use of granted any other security interest in such Leased Real Property or any interest therein and (vii) no Group Company’s possession and quiet enjoyment of the Leased Premises. A copy of each lease relating to the Leased Premises Real Property under such Lease has been made available disturbed, and there are no disputes with respect to RCGI and 399 Venture, together with all amendments and modifications thereto and subordination, attornment or non-disturbance agreements in respect thereofsuch Lease.

Real Estate. (a) The Company owns interests in real estate identified in Schedule 2.3.24 Section 4.11(a) of the Company Disclosure Schedules Schedule lists all real property owned by the Company as of the date hereof (the "“Owned Premises"Real Property” or “Real Property”). With respect to each such parcel of owned real propertyOwned Real Property (each, a “Parcel”), except as set forth in Section 4.11(a) of the Company Disclosure Schedule: (i) the Company entity owning such Parcel has good and marketable fee simple title to such Parcel and all buildings, fixtures and improvements situated thereon, which, as of the parcel of real propertyClosing Date, shall be free and clear of any Encumbranceall Liens, easement, covenant or other restriction, except for than Permitted Liens, Encumbrances, easements, covenants and other restrictions of record which do not affect materially and adversely the current use, occupancy or marketability of title, of the property subject thereto; (ii) there are no pending oreach Parcel is in compliance, to the knowledge of the Principal Stockholderin all material respects, threatened condemnationwith all applicable building, expropriationzoning, eminent domain or other similar proceedingssubdivision, lawsuits or administrative actions relating to the property which materially and adversely affect the current land use or occupancy thereof;Laws affecting such Parcel; and (iii) except as set forth in Schedule 2.3.24 of the Disclosure Schedules, there are no outstanding written or, to the knowledge of the Principal Stockholder, oral rights, agreements, options or rights of first refusal to purchase the parcel of real property, any Parcel or any portion thereof or interest therein. (b) Except as set forth in Section 4.11(b) of the Company Disclosure Schedule, which have been granted the Company does not lease any real property as a tenant. Section 4.11(b) of the Company Disclosure Schedule lists all real property leased by the Company as a landlord pursuant to a real property lease (each, a “Lease”). With respect to each Lease, and except as disclosed in Section 4.11(b) of the Company Disclosure Schedule: (i) neither the Company nor, to the Knowledge of the Company, any other party to such Lease or any sublease, is in material breach or default and (ii) each Lease is the legal, valid and binding obligation of the Company and, to the Knowledge of the Company, each other party thereunder and enforceable against the Company and, to the Knowledge of the Company, such other party in accordance with its terms, except as such enforceability may be limited by (y) applicable insolvency, bankruptcy, reorganization, moratorium, or other similar laws affecting creditors’ rights generally and (z) applicable equitable principles (whether considered in a proceeding at law or in equity). (c) Except as set forth in Section 4.11(c) of the Company Disclosure Schedule, the Real Property constitutes all the interests in real property owned, leased, used or held for use by the Company in connection with, or that are necessary for, or otherwise material to, the conduct of the Business as presently conducted. (d) Except as set forth in Section 4.11(d) of the Company Disclosure Schedule (i) the Company has not received written notice of any outstanding, pending, or threatened condemnation proceedings relating to any other person; and Real Property, and (ivii) to the knowledge of the Principal Stockholder, there are no parties (other than the Company) in possession of or holding any rights to take possession of any parcel of real property set forth on Schedule 2.3.24 of the Disclosure SchedulesOwned Real Property, other than tenants under any oral or written leases disclosed in Schedule 2.3.24 of the Disclosure Schedules or subleases who are in possession of space to which they are entitled and other than any parties holding rights, the exercise of which would not materially and adversely affect the current use or occupancy of the real property subject theretoentitled. (be) The Prior to the date hereof, Company leases has delivered, or subleases interests caused to be delivered, to Purchaser copies (for review at Company’s offices and/or for review off site) of all Leases, deeds, mortgages, surveys, licenses, leases, title insurance policies, if any, and certificates of occupancy or equivalent documentation with respect to the Real Property in real estate identified in Schedule 2.3.24 the possession or control of the Disclosure Schedules (the "Leased Premises"; and, together with the Owned Premises, the "Real Estate"). With respect to each such parcel of leased or subleased real property, except as set forth in Schedule 2.3.24 of the Disclosure Schedules, the Company is the lessee of each of the Leased Premises, and no party other than the Company has any right to possession, occupancy or use of any of the Leased Premises. A copy of each lease relating to the Leased Premises has been made available to RCGI and 399 Venture, together with all amendments and modifications thereto and subordination, attornment or non-disturbance agreements in respect thereofCompany.

Real Estate. (a) The Company owns interests in real estate identified in Schedule 2.3.24 of 5.8 identifies the Disclosure Schedules (the "Owned Premises"). With respect to each such parcel of owned real property: (i) the Company has good and marketable deeds or other instruments ----------- evidencing BHE's title to the parcel of real property, free and clear of any Encumbrance, easement, covenant property rights owned or leased by BHE as lessor or as lessee (or as to which BHE holds easements or other restriction, except for Permitted Liens, Encumbrances, easements, covenants rights) and other restrictions of record which do not affect materially and adversely included in the current use, occupancy or marketability of title, of the property subject thereto; (ii) there are no pending or, to the knowledge of the Principal Stockholder, threatened condemnation, expropriation, eminent domain or other similar proceedings, lawsuits or administrative actions relating to the property which materially and adversely affect the current use or occupancy thereof; (iii) except as set forth in Schedule 2.3.24 of the Disclosure Schedules, there are no outstanding written or, to the knowledge of the Principal Stockholder, oral rights, agreements, options or rights of first refusal to purchase the parcel of real property, or any portion thereof or interest therein, which have been granted to any other person; and (iv) to the knowledge of the Principal Stockholder, there are no parties Purchased Assets (other than the Company) in possession of or holding any rights 345 Line ROWs, as to take possession of any parcel of which Annex I to Schedule 5.8 references the relevant tax parcels), as well as certain real property set forth owned by BHE which on Schedule 2.3.24 the date hereof is associated with certain of the Disclosure Schedules, other than tenants under any leases disclosed in Schedule 2.3.24 of Hydroelectric Facilities but is not included within the Disclosure Schedules who are in possession of space to which they are entitled and other than any parties holding rights, the exercise of which would not materially and adversely affect the current use or occupancy Purchased Assets. The portions of the real property subject thereto. (b) The Company leases or subleases interests rights, including rights to flood and flow, described in real estate identified in Schedule 2.3.24 of such deeds and other instruments that constitute Purchased Assets and the Disclosure Schedules (the "Leased Premises"; and, together with the Owned Premises, 345 Line ROWs are collectively referred to herein as the "Real Estate")." Schedule 5.8 also describes certain Encumbrances on the Real Estate of which Sellers have Knowledge. With respect Subject to each such parcel change in applicable law or regulation, or interpretation thereof, and events beyond the control of leased Sellers, no fee ownership, lease, right of way, easement, license or subleased other right in real property, except as set forth in Schedule 2.3.24 of the Disclosure Schedules, the Company is the lessee of each of the Leased Premises, and no party other than the Company has any right Real Estate, is necessary for the Buyer to possessionown, occupancy operate or use maintain the Purchased Assets substantially as historically owned, operated and maintained by the Sellers. To Sellers' Knowledge, none of the improvements on any of the Leased PremisesReal Estate, including, without limitation the Easements, nor any appurtenances thereto or equipment therein nor the operation or maintenance thereof, violate any restrictive covenant or the terms, conditions or restrictions of any easement. A copy All Real Estate (other than the ▇▇▇ ▇▇▇▇ ▇▇▇▇) will have access, directly or indirectly through an easement under which Buyer shall have adequate rights, to a public road. To the extent that zoning laws apply, each parcel of each lease relating Real Estate (other than the ▇▇▇ ▇▇▇▇ ▇▇▇▇) is zoned for its current use. Copies of all surveys, title insurance policies or real estate leases in the possession of the Sellers related to the Leased Premises has Real Estate have been delivered or made available to RCGI and 399 Venture, together with all amendments and modifications thereto and subordination, attornment or non-disturbance agreements in respect thereofthe Buyer.

Real Estate. (a) None of the Company or any of its Subsidiaries owns any real property. (b) Section 2.16(b) of the Company Disclosure Letter sets forth a true, correct and complete list of the common address and current use of all real property leased, subleased, licensed or otherwise used or occupied (whether as a tenant, subtenant, or pursuant to other occupancy arrangements) by the Company and its Subsidiaries (collectively, the “Company Leased Real Property”) pursuant to leases, subleases, licenses and other occupancy agreements, including all amendments, modifications and supplements with respect to any of the foregoing (the “Company Leases”) under which the Company or any of its Subsidiaries is a tenant, subtenant or occupant, and for each Company Lease indicates whether or not the consent of the landlord will be required in connection with the transactions contemplated by this Agreement. The Company owns interests or one of its Subsidiaries (either directly or indirectly) holds a valid and existing leasehold or subleasehold interest, as applicable, in real estate identified in Schedule 2.3.24 the Company Leased Real Property under each of the Disclosure Schedules (Company Leases free and clear of any Liens, except for Permitted Liens. The Selling Parties have delivered or made available to the "Owned Premises")Purchasing Parties true, correct and complete copies of each of the Company Leases. With respect to each such parcel of owned real property: Company Lease: (i) such Company Lease is, and, assuming the receipt of the consents set forth in Section 2.16(b) of the Company has good Disclosure Letter and marketable title the provision of any notices required under the Company Leases, upon the consummation of the transactions contemplated by this Agreement Table of Contents will be, (A) in full force and effect, (B) the legal, valid, and binding obligation of the Company or the applicable Subsidiary, and (C) current with respect to rent and other sums and charges payable by the Company or such Subsidiary pursuant to the parcel Company Lease, (ii) none of real propertythe Company or any of its Subsidiaries is in material default, free taking into account any notice and clear cure period, under such Company Lease, to the Knowledge of the Selling Parties, no other party to a Company Lease is in material default, taking into account any Encumbrancenotice and cure period, easementunder such Company Lease and, covenant to the Knowledge of the Selling Parties, no event has occurred that, with notice or lapse of time, or both, would constitute a material breach or default by the Company or any of its Subsidiaries or permit termination under such Company Lease by any party thereto, (iii) the terms of such Company Lease have not been modified in any respect, except to the extent that such modifications are set forth in the documents previously delivered or made available to the Purchasing Parties or disclosed to the Purchasing Parties in Section 2.16(b) of the Company Disclosure Letter, and none of the Selling Parties, the Company or its Subsidiaries is currently in negotiations with any landlord to cancel or terminate any Company Lease prior to the end of the stated term of such Company Lease, (iv) none of the Selling Parties, the Company or any of its Subsidiaries has assigned, transferred, conveyed, mortgaged, deeded in trust or granted any security interest in its leasehold interest in such Company Lease, and, other than the Company Leases, none of the Company Leased Real Property is subject to any lease, sublease, license or other restrictionagreement which grants, except for Permitted Liensfrom the Company or one of its Subsidiaries, Encumbrancesto any other person, easements, covenants and other restrictions of record which do not affect materially and adversely any right to the current use, occupancy or marketability enjoyment of titlesuch Company Leased Real Property or any part thereof and (v) each guaranty by the Company or any of its Subsidiaries, if any, with respect to a Company Lease is in full force and effect. (c) None of the property subject thereto;Selling Parties, the Company or any of its Subsidiaries has received written notice of any violation by the Company or any of its Subsidiaries of any existing Law, applicable to any store, distribution facility or warehouse facility operated by the Company or any of its Subsidiaries pursuant to a Company Lease (each, a “Company Facility”), which violation would be reasonably likely to materially adversely affect the present use and operation of the Company Leased Real Property. (iid) None of the Selling Parties, the Company or any of its Subsidiaries has received written notice of and, to the Knowledge of the Selling Parties, there are no pending orcondemnation or eminent domain Proceedings that affect any Company Leased Real Property. (e) None of the Selling Parties, the Company or its Subsidiaries has received written notice of any Proceeding and, to the knowledge Knowledge of the Principal StockholderSelling Parties, there is no Proceeding threatened condemnationor pending against the Company or its Subsidiaries with respect to any rights or interests of the Company or its Subsidiaries in any portion of the Company Leased Real Property. None of the Selling Parties, expropriationthe Company or any of its Subsidiaries has received written notice of the existence of any outstanding or pending Order and, eminent domain or other similar proceedings, lawsuits or administrative actions relating to the property which materially and adversely affect the current use or occupancy thereof; (iii) except as set forth in Schedule 2.3.24 Knowledge of the Disclosure SchedulesSelling Parties, there are no outstanding written or, extant Orders relating to the knowledge lease, use, occupancy or operation by the Company or its Subsidiaries of the Principal Stockholder, oral rights, agreements, options or rights of first refusal to purchase the parcel of real property, or any portion thereof or interest thereinCompany Leased Real Property, which have been granted Orders would be reasonably likely to any other person; and (iv) to the knowledge of the Principal Stockholder, there are no parties (other than the Company) in possession of or holding any rights to take possession of any parcel of real property set forth on Schedule 2.3.24 of the Disclosure Schedules, other than tenants under any leases disclosed in Schedule 2.3.24 of the Disclosure Schedules who are in possession of space to which they are entitled and other than any parties holding rights, the exercise of which would not materially and adversely affect the current present use or occupancy and operation of the real property subject theretoCompany Leased Real Property. (b) The Company leases or subleases interests in real estate identified in Schedule 2.3.24 of the Disclosure Schedules (the "Leased Premises"; and, together with the Owned Premises, the "Real Estate"). With respect to each such parcel of leased or subleased real property, except as set forth in Schedule 2.3.24 of the Disclosure Schedules, the Company is the lessee of each of the Leased Premises, and no party other than the Company has any right to possession, occupancy or use of any of the Leased Premises. A copy of each lease relating to the Leased Premises has been made available to RCGI and 399 Venture, together with all amendments and modifications thereto and subordination, attornment or non-disturbance agreements in respect thereof.

Real Estate. The Disclosure Schedule includes a complete list of ----------- all real property owned by the Company (a) The collectively, the "Owned Real Property"), and all real property leased by the Company owns interests in real estate identified in Schedule 2.3.24 of the Disclosure Schedules (the "Owned PremisesLeased Real Property"), which Leased Real Property currently includes the Related Real Estate described in Paragraph 2.1(f), above. With respect Except as set forth on the Disclosure Schedule, to each such parcel the knowledge of owned real property: (i) the Sellers, the Company has will at the Closing have (upon completion of the Real Estate Transfer or otherwise) good and marketable title to the parcel of real propertyOwned Real Property and the Related Real Estate (collectively, the "Real Property") free and clear of any Encumbranceall mortgages, easementliens, covenant or other restrictionclaims, except for Permitted Liens, Encumbrancescharges, easements, covenants covenants, rights-of-way and other encumbrances or restrictions of record which do any nature whatsoever, except the following encumbrances or restrictions whether or not affect materially disclosed on the Disclosure Schedule: (i) zoning, municipal and adversely the current use, occupancy or marketability of title, of the property subject theretoother similar restrictions; (ii) there are no pending oreasements, to the knowledge of the Principal Stockholdercovenants, threatened condemnation, expropriation, eminent domain rights-of-way or other similar proceedings, lawsuits or administrative actions relating to the property restrictions which materially and adversely affect the current use or occupancy thereof; (iii) except as set forth in Schedule 2.3.24 of the Disclosure Schedules, there are no outstanding written or, to the knowledge of the Principal Stockholder, oral rights, agreements, options or rights of first refusal to purchase the parcel of real property, or any portion thereof or interest therein, which have been granted to any other person; and (iv) to the knowledge of the Principal Stockholder, there are no parties (other than the Company) in possession of or holding any rights to take possession of any parcel of real property set forth on Schedule 2.3.24 of the Disclosure Schedules, other than tenants under any leases disclosed in Schedule 2.3.24 of the Disclosure Schedules who are in possession of space to which they are entitled and other than any parties holding rights, the exercise of which would do not materially and adversely affect the current use or occupancy of the real property to which they relate; (iii) mechanics', carriers', workmen, repairmen or other like liens arising or incurred in the ordinary course of business; (iv) liens for taxes, assessments and other governmental charges which are not due yet and payable or which may thereafter be paid without penalty; (v) other imperfections of title or encumbrances, if any, which do not materially detract from the usefulness or value of the property subject thereto. (b) The Company leases thereto or subleases interests individually or in real estate identified the aggregate adversely affect, in Schedule 2.3.24 any material way, the present operation of the Company's business; and (vi) the exceptions shown in the title commitments attached to the Disclosure Schedules Schedule (the all such exceptions set forth in clauses (i) - (vi) being referred to collectively as "Leased Premises"; and, together with the Owned Premises, the "Real EstatePermitted Liens"). With respect to each such parcel To the knowledge of leased or subleased real propertythe Sellers, except as set forth in Schedule 2.3.24 for the Company's leases of the Disclosure SchedulesRelated Real Estate which will be terminated upon completion of the Real Estate Transfer, the Company is the lessee of each of leases for the Leased Premises, Real Property are valid and no party other than enforceable in accordance with their terms. The Sellers have not received notice of any default from the Company has any right to possession, occupancy or use of landlord under any of the Leased Premises. A copy of each lease relating to leases for the Leased Premises has been made available to RCGI and 399 Venture, together with all amendments and modifications thereto and subordination, attornment or non-disturbance agreements in respect thereofReal Property.

Real Estate. (a) The Company owns interests in real estate identified in Schedule 2.3.24 Section 3.17(a) of the Company Disclosure Schedules Schedule lists the address and legal description of each parcel of real property owned by the Company or any Subsidiary (the "Owned PremisesReal Property"). With respect to each such parcel Except as otherwise disclosed in Section 3.17(a) of owned real property: (i) the Company Disclosure Schedule, the Company or its applicable Subsidiary has good and marketable indefeasible fee simple title in and to all of the parcel Owned Real Property subject to no liens, encroachments, encumbrances, claims, leases, rights of real property, free and clear of any Encumbrance, easement, covenant possession or other restrictiondefects in title (collectively, "Liens") except for Permitted Liens. (b) Section 3.17(b) of the Company Disclosure Schedule lists all leases, Encumbrances, easements, covenants subleases and other restrictions of record which do not affect materially and adversely the current use, occupancy or marketability of title, agreements in effect as of the date hereof (the "Leases") for real property (the "Leased Real Property", collectively with the Owned Real Property, the "Real Property") to which the Company or any of its Subsidiaries is a party. The Company or its applicable Subsidiary has a good and valid leasehold interest in and to all of the Leased Real Property under which it is a tenant or lessee, subject thereto; (iito no Liens except for Permitted Liens. Each Lease is in full force and effect and is enforceable in accordance with its terms as of the date hereof and, except as disclosed in Section 3.17(b) there are no pending orof the Company Disclosure Schedule, will continue to be in full force and effect and enforceable in accordance with its terms as of the effective date of the Company Shareholder Approval. Except as disclosed in Section 3.17(b) of the Company Disclosure Schedule, to the best knowledge of the Principal StockholderCompany, threatened condemnationthere exists no default or condition which, expropriationwith the giving of notice, eminent domain the passage of time or other similar proceedingsboth, lawsuits could become a default under any Lease in a manner which, individually or administrative actions relating in the aggregate, would have a Company Material Adverse Effect. The Company has previously delivered or provided access to the property which materially Buyer true, complete, and adversely affect correct copies of all the current use Leases. Except as described in Section 3.17(b) of the Company Disclosure Schedule, (i) no consent, waiver, approval or occupancy thereof; authorization by a landlord is required under any Lease as a result of the execution of this Agreement or the Related Agreements or the consummation of the transactions contemplated hereby or thereby, provided, however, that with respect to co-location agreements and right of entry agreements entered in the ordinary course of business, no consent, waiver, approval or authorization by a landlord is required except as, individually or in the aggregate, would not have a Company Material Adverse Effect; (iiiii) except as set forth in Schedule 2.3.24 Section 3.17(b)(ii) of the Company Disclosure SchedulesSchedule, no security deposit or portion thereof deposited with respect to any Lease in an amount in excess of $100,000 has been applied or is reasonably expected to be applied in respect of a breach or default under such Lease which has not been redeposited in full; (iii) neither the Company nor any Subsidiary owes, or will owe in the future, any brokerage commissions or finder's fees with respect to any Lease in an amount in excess of $100,000 in the aggregate; (iv) the other party to such Lease is not an affiliate of, and otherwise does not have any economic interest in, the Company or any Subsidiary; (v) the Company or Subsidiary has not subleased, licensed or otherwise granted any person the right to use or occupy such Leased Real Property or any portion thereof other than pursuant to co-location rights granted in the ordinary course of business; and (vi) the Company or Subsidiary has not collaterally assigned or granted any other security interest in any Lease or any interest therein. (c) The Real Property constitutes all of the real property owned, leased, occupied or otherwise used in connection with the business of the Company and its Subsidiaries. Except as disclosed in Section 3.17(c) of the Company Disclosure Schedule, other than the Company and its Subsidiaries and, with respect to co-location agreements entered into in the ordinary course of business, the parties to such agreements, there are no parties in possession or parties having any current or future right to occupy any of the Real Property. The Real Property and all plants, buildings and improvements located thereon conform in all material respects to all applicable building, zoning and other laws, ordinances, rules and regulations. All permits, licenses and other approvals necessary to the current occupancy and use of the Real Property have been obtained and are in full force and effect except as, individually or in the aggregate, could not reasonably be expected to have a Company Material Adverse Effect. There exists no violation by the Company or any of its Subsidiaries of any such permit, license or other approval or any covenant, condition, restriction, easement, agreement or order affecting any portion of the Real Property except for any violations which, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. Each of the Owned Real Property and Leased Real Property subject to a Lease that constitutes a Material Contract is in good condition and repair and is sufficient and appropriate for the conduct of the business of the Company and its Subsidiaries, ordinary wear and tear excepted. There is no pending or to the knowledge of the Company threatened condemnation proceedings affecting any material portion of the Real Property. Except as disclosed in Section 3.17(c) of the Company Disclosure Schedule, there are no outstanding written or, to the knowledge of the Principal Stockholder, oral rights, agreements, options or rights of first refusal with respect to the purchase or use of any of the parcel of real propertyReal Property, or any portion thereof or interest therein, which have been granted to any other person; and (iv) to the knowledge of the Principal Stockholder, there are no parties (other than co-location agreements entered into in the Company) in possession ordinary course of or holding any rights to take possession of any parcel of real property set forth on Schedule 2.3.24 of the Disclosure Schedules, other than tenants under any leases disclosed in Schedule 2.3.24 of the Disclosure Schedules who are in possession of space to which they are entitled business and other than any parties holding rights, such options or rights held by the exercise Company or any of which would not materially and adversely affect the current use or occupancy its Subsidiaries with respect to real property of third parties. Except as disclosed in Section 3.17(c) of the real property subject thereto. (b) The Company leases or subleases interests in real estate identified in Schedule 2.3.24 of the Disclosure Schedules (the "Leased Premises"; andSchedule, together with the Owned Premises, the "Real Estate"). With respect to each such parcel of leased or subleased real property, except as set forth in Schedule 2.3.24 of the Disclosure Schedules, neither the Company nor any Subsidiary is the lessee of each of the Leased Premises, and no party other than the Company has obligated to purchase any right to possession, occupancy or use of any of the Leased Premises. A copy of each lease relating to the Leased Premises has been made available to RCGI and 399 Venture, together with all amendments and modifications thereto and subordination, attornment or non-disturbance agreements in respect thereofReal Property.

Real Estate. (a) The Company owns interests in real estate identified in Schedule 2.3.24 SCHEDULE 3.12A attached hereto contains a true, correct and complete list of the Disclosure Schedules (the "Owned Premises"). With respect to each such parcel of owned real property: (i) the addresses and legal descriptions of all real property owned by the Company has good or any Subsidiary (the "Real Estate"), and marketable title to the parcel of real property, free and clear of any Encumbrance, easement, covenant or other restriction, except for Permitted Liens, Encumbrances, easements, covenants and other restrictions of record which do not affect materially and adversely the current use, occupancy or marketability of title, of the property subject thereto; (ii) there are no pending all mortgages, charges, liens, debentures, leases, underleases or tenancies, or, to the knowledge of the Principal StockholderShareholders (which shall be deemed to include any matter of public record), threatened condemnationany other adverse rights, expropriationconditions, eminent domain privileges, easements, quasi-easements, overriding claims, options, rights of pre-emption, covenants, restrictions, exceptances, reservations or interests, claims and any matters or things registered or capable of registration in any Registry affecting the Real Estate (collectively, the "Exceptions"). On the Closing Date, the Company or the relevant Subsidiary will have good, clear, registered and marketable title to the Real Estate and is the beneficial and legal owner in exclusive possession of the estates or interests in the Real Estate specified in SCHEDULE 3.12A free from any mortgage, charge, lien, debenture, lease, underlease, tenancy adverse right, condition, privilege, easement, quasi-easement, overriding claim, option, right of pre-emption, covenant, restriction, exceptance, reservation or interest, claim and any matters or things registered or capable of registration in any Registry, free and clear of all Exceptions, other similar proceedingsthan the permitted exceptions set forth on SCHEDULE 3.12B (the "Permitted Exceptions"), lawsuits and the Company is in a position without incurring any liabilities thereby to sell each parcel of Real Estate with a full title guarantee for the purposes of the Law of Property (Miscellaneous Provisions) Act ▇▇▇▇. ▇▇ere are appurtenant to each of the Real Estate all rights and easements necessary for its current use and enjoyment (without restriction as to time or administrative actions otherwise). (b) Copies of all material documents relating to each of the Real Estate have been supplied to the Buyer's Solicitors prior to the date hereof and the written replies to the written enquiries of the Buyer's Solicitors relating to the property which materially Real Estate are true complete and adversely affect the current accurate in all respects. (c) The Company does not by its use or occupancy thereof;occupation of the Real Estate or any of them contravene any lease or other right under which it occupies the same and/or any requirement or restriction having the force of law and has complied with all covenants conditions restrictions statutory and other requirements bye laws orders and regulations (including, without limitation, any imposed by or pursuant to the Planning Acts (as defined in Section 336 of the Town and Country Planning Act 1990) or any Building Acts or Regulations) affecting each Real Estate, to the extent such failure materially affects the Real Estate or the Company's use, occupation or powers of disposal of the same. (iiid) except as set forth in Schedule 2.3.24 No notices orders proposals applications requests or schedules of dilapidations affecting or relating to any of the Disclosure Schedules, there are no outstanding written or, Real Estate have been served or to the knowledge of the Principal Stockholder, oral rights, agreements, options Shareholders made by any authority or rights of first refusal to purchase other person or by the parcel of real property, or any portion thereof or interest therein, which have been granted to any other person; and (iv) to the knowledge of the Principal Stockholder, Company and there are no parties circumstances which are likely to result in any being served or made. (other than e) There exists no dispute between the Company) in possession Company and the landlord or the tenant or occupier of the Real Estate or holding any rights to take possession of them or any part thereof or the owner or occupier of any parcel of real property set forth on Schedule 2.3.24 other premises adjacent to any of the Disclosure Schedules, Real Estate and the Shareholders are not aware of any circumstances which may give rise to any such dispute. (f) The buildings and other than tenants under any leases disclosed in Schedule 2.3.24 of structures on the Disclosure Schedules who Real Estate are in possession of space to good and substantial repair and fit for the purpose for which they are entitled and other than any parties holding rights, the exercise of which would not materially and adversely affect the current use or occupancy of the real property subject thereto. (b) The Company leases or subleases interests in real estate identified in Schedule 2.3.24 of the Disclosure Schedules (the "Leased Premises"; used and, together with so far as the Owned PremisesShareholders are aware, there is no material defect in the "Real Estate"). With respect to each such parcel of leased construction or subleased real property, except as set forth in Schedule 2.3.24 of the Disclosure Schedules, the Company is the lessee of each of the Leased Premises, and no party other than the Company has any right to possession, occupancy or use condition of any of the Leased Premises. A copy of each lease relating to Real Estate and no dangerous or deleterious materials have been used in the Leased Premises has been made available to RCGI and 399 Venture, together with all amendments and modifications thereto and subordination, attornment or non-disturbance agreements in respect construction thereof. (g) The Real Estate is not subject to any leasehold interest other than in favor of Conduit Communications Limited. (h) There is no outstanding monetary claim or liability contingent or otherwise affecting the Real Estate and (in the case of leasehold property) there are no rent reviews in the course of being determined or exercisable by the landlord from a date prior to

Real Estate. (a) The Company owns Seller operates the Subject Restaurants at the locations listed on Schedule 6.10(a), and no franchise or license agreements relating thereto exists or will exist as of the Closing (other than the Franchise Agreements). (b) Schedule 6.10(b) sets forth a complete and accurate list of the addresses of all real property and interests in real estate identified property owned in fee by Seller and related to the Subject Restaurants (the “Owned Real Property”). (c) Schedule 2.3.24 6.10(c) sets forth a complete and accurate list of the Disclosure Schedules addresses of all real property leased, subleased, used or otherwise occupied by Seller and related to the Subject Restaurants (the "“Leased Real Property” and, together with the Owned Premises"Real Property, collectively, the “Subject Restaurant Real Property”). With respect to , such description including, for each such parcel Leased Real Property, an identification of owned real property:the Lease therefor, the names of the lessor and lessee (or sublessor or sublessee) thereunder, the address of the premises leased thereunder, the rental amount and other amounts due thereunder and the term thereunder, including any extension options. (id) the Company has Except as set forth on Schedule 6.10(b) and Schedule 6.10(c), Seller holds good and marketable fee or leasehold title (as the case may be) to the parcel of real propertySubject Restaurant Real Property, free and clear of any Encumbrance, easement, covenant or other restrictionLiens, except for the Permitted Liens, Encumbrances, easements, covenants and other restrictions of record which Liens that do not affect materially and adversely would not reasonably be expected to impair the current or contemplated use, occupancy or marketability of title, operation of the property subject thereto;Subject Restaurant Real Property. (e) Except as set forth on Schedule 6.10(e), Seller maintains title insurance policies covering all of the Subject Restaurant Real Property. (f) Except as set forth on Schedule 6.10(f), to Seller’s Knowledge, all buildings, structures, improvements, fixtures and equipment located on the Subject Restaurant Real Property (i) are structurally sound and free of any material defects, (ii) are suitable, sufficient and appropriate in all material respects for their current uses and for meeting the standards required under the Franchise Agreements and (iii) consist of sufficient land, parking areas, sidewalks, driveways and other improvements to permit the continued use of such facilities in the manner and for the purpose for which they are presently devoted and as required under the Franchise Agreements. (g) To Seller’s Knowledge, the Subject Restaurant Real Property complies in all material respects with all Laws. Except as otherwise disclosed to Buyer on Schedule 6.10(g), no notices of material violation of any Laws have been issued by any Governmental Authority with respect to the Real Property. Notwithstanding anything in this Agreement to the contrary, the Seller is not making any representation or warranty to the effect that any of the Subject Restaurants are in compliance with the Americans with Disabilities Act of 1990 and Buyer’s sole and exclusive remedy with respect to non-compliance with the Americans with Disabilities Act of 1990 shall be as set forth in Section 11.3(a). (h) Seller holds all material Permits required by any Governmental Authority for the current use and operation of each parcel of Subject Restaurant Real Property and, to the extent the Subject Restaurant was constructed by Seller, the occupancy certificate required with respect to such Subject Restaurant (the “Real Property Permits”). To Seller’s Knowledge, each such Permit has been validly issued by the appropriate Governmental Authority and are in full force and effect. Except as set forth on Schedule 6.10(h), the transactions described in this Agreement will not violate or invalidate any Real Property Permit. Seller has complied in all material respects with any and all conditions and requirements of all Real Property Permits. No default or violation, or matter, fact or circumstance with which the lapse of time or giving of notice, or both, would become a default or violation, has occurred in the due observance of, or material compliance with, any of the Real Property Permits. (i) Except as set forth on Schedule 6.10(i), there are is no pending or, to the knowledge Seller’s Knowledge, threatened Action or proceeding by any taxing authority or other Governmental Authority for assessment or collection of material Taxes (other than ordinary real estate Taxes pending or not yet due and payable) affecting any part of the Principal StockholderSubject Restaurant Real Property or the Subject Restaurants, threatened condemnation, expropriation, and no condemnation or eminent domain or other similar proceedingsproceeding against any part of any of the Subject Restaurant Real Property is pending or, lawsuits or administrative actions relating to the property which materially and adversely affect the current use or occupancy thereof;Seller’s Knowledge, threatened. (iiij) except Except for this Agreement or as set forth in on Schedule 2.3.24 6.10(j), Seller has not granted outstanding options and has not entered into outstanding contracts with others for the sale, mortgage, pledge, hypothecation, assignment, sublease, lease or other transfer of all or any part of the Disclosure SchedulesSubject Restaurant Real Property. No person or entity has any right or option to acquire, or right of first refusal with respect to, Seller’s interest in the Subject Restaurant Real Property or any part thereof. To Seller’s Knowledge, there are no outstanding written or, to the knowledge unrecorded easements or encroachments affecting any portion of the Principal Stockholder, oral rights, agreements, options or rights of first refusal to purchase the parcel of real property, or any portion thereof or interest therein, which have been granted to any other person; andSubject Restaurant Real Property. (ivk) to the knowledge of the Principal StockholderThe Subject Restaurant Real Property is properly and duly zoned for its current and contemplated use and is in all material respects a conforming use. To Seller’s Knowledge, there are no parties Actions pending or threatened by any Government Agency threatening to shut down the Subject Restaurants or to prevent the Purchased Assets from being used as presently used. (l) All of the Leases are valid, binding and in full force and effect. No Lease is subject to any Lien (other than Permitted Liens), sublease, assignment, license or other agreement granting to any third party any interest in such Lease or any right to the Company) in possession of use or holding any rights to take possession occupancy of any parcel Leased Real Property. True and complete copies of real property the Leases have previously been delivered to Buyer. There is no pending or, to Seller’s Knowledge, threatened Action which might interfere with the quiet enjoyment of each tenant under the Leases. There are no outstanding defaults or circumstances which, upon the giving of notice or passage of time or both, would constitute a default or breach by either party under any Lease. Except as disclosed in Schedule 6.10(l)(1), the consummation of the transactions contemplated hereby does not require the consent of any lessor, ground lessor, lender or other third party under any Lease and will not constitute a breach or default under any Lease. Except as set forth on Schedule 2.3.24 of 6.10(l)(2), Seller has not assigned, mortgaged, pledged or otherwise encumbered or transferred its interest, if any, under any Lease. Seller has exercised within the Disclosure Schedules, time prescribed in each Lease to which it is a party any option provided therein to extend or renew the term thereof (other than tenants under any leases disclosed in with respect to those Leases set forth on Schedule 2.3.24 of 6.10(l)(3) and on Schedule 7.3(b)(v)). Schedule 6.10(l)(4) sets forth each Lease that has an existing term that will expire within five (5) years from the Disclosure Schedules who are in possession of space date hereof and the date by which notice is required to which they are entitled and other than any parties holding rights, be sent to the exercise of which would not materially and adversely affect the current use lessor thereof to renew or occupancy of the real property subject theretoextend such term. (bm) The Company leases or subleases interests in real estate identified in Schedule 2.3.24 of To Sellers’ Knowledge, to the Disclosure Schedules (the "Leased Premises"; andextent a Subject Restaurant Real Property has a drive-thru, together with the Owned Premises, the "Real Estate"). With respect to each such parcel drive-thru is legally operational and there are no encroachments or restrictions adversely impacting the drive-thrus. (n) A complete list of leased or subleased real propertyall utility accounts (including but not limited to electric, except as gas, telephone, public water, sewer, cable, and internet service) for the Subject Restaurants listed for each Restaurant by utility provider and account number set forth on Schedule 6.10(n). (o) Except for the representations and warranties set forth in Schedule 2.3.24 of the Disclosure SchedulesSections 6.4, 6.17 and 6.20, the Company is the lessee of each of the Leased Premises, representations and no party other than the Company has any right to possession, occupancy or use of any of the Leased Premises. A copy of each lease relating to the Leased Premises has been made available to RCGI warranties set forth in this Section 6.10 are Seller’s sole and 399 Venture, together with all amendments exclusive representations and modifications thereto and subordination, attornment or non-disturbance agreements in respect thereofwarranties regarding real property matters.

Real Estate. (a) The Company owns interests in real estate identified in Schedule 2.3.24 Sections 4.13(a)(i) and 4.13(a)(ii) of the Disclosure Schedules (the "Owned Premises"). With respect to each such parcel Schedule contain true, correct and complete list of owned real property: (i) Owned Real Property, including the Company name of the owner of record thereof, an accurate street address and tax parcel identification number for all tracts, and a brief description of the use of such Owned Real Estate and (ii) all Leased Real Property, including, without limitation, an accurate street address, a brief description of the use of such Real Property and an accurate description (by location, name of (sub)lessor, name of (sub)lessee, date of lease and term expiry date) of Real Property Lease. Except as set forth on Section 4.13(a) of the Disclosure Schedule, none of the Sellers owns or holds, or is obligated under or a party to, any option, right of first refusal or other contractual right to purchase, acquire, sell, assign or dispose of any of the Real Property. Except as set forth on Section 4.13(a) of the Disclosure Schedule each of the Sellers has good and marketable at Closing will transfer to Buyer good, indefeasible and transferable title to to, or valid leasehold interest in, its estates in the parcel of real propertyReal Property, free and clear of any EncumbranceLiens other than Permitted Liens. Except as set forth on Section 4.13(a) of the Disclosure Schedule, easementSellers enjoy peaceful and undisturbed possession under all Real Property Leases that are Assumed Agreements. (b) To the knowledge of Sellers, covenant except as set forth on Section 4.13(a) of the Disclosure Schedule, all material components of all improvements included within any Real Estate, including, without limitation, the roofs and structural elements thereof and the heating, ventilation, air conditioning, plumbing, electrical, mechanical, sewer, waste water, storm water, paving and parking equipment, systems and facilities included therein (collectively, the “Improvements”), are in good operating condition and repair, subject only to ordinary wear and tear of same, and are adequate to conduct the Business as currently conducted. Each of the premises on each parcel of Real Property has access to sufficient quantities of water, sewer, gas, steam, electric, telephone, drainage and other utilities required to conduct the Business as presently conducted. None of the Sellers has received any written notice of any termination or material impairment of any such utilities and, to the knowledge of Sellers, no such termination or material impairment will occur prior to, on or after the Closing Date. (c) Except as set forth on Section 4.13(c) of the Disclosure Schedule all material Permits and third party consents and approvals required to have been issued to any of the Sellers to enable any Real Property to be lawfully occupied and used for all of the purposes for which such Real Property is currently occupied and used, have been lawfully issued and are in full force and effect. Except as set forth on Section 4.13(c) of the Disclosure Schedule, none of the Sellers has received any notice of any pending, threatened or contemplated condemnation proceeding affecting any Real Property or any part thereof or any proposed termination or impairment of any parking at any of the Real Property or of any sale or other restrictiondisposition of any of the Real Property or any part thereof in lieu of condemnation and, except for Permitted Liensto the knowledge of Sellers, Encumbrancesno condemnation, easementstermination or impairment will occur prior to, covenants and on or after the Closing Date. (d) Except as set forth on Section 4.13(d) of the Disclosure Schedule: (i) none of the Real Property, Improvements, or other restrictions of record which do not affect materially and adversely facilities or fixtures related thereto or the current useuse thereof, occupancy (A) contravenes, violates or marketability fails to conform in any material respect with applicable Laws or restrictive covenants, including, without limitation, regulations under the Americans with Disabilities Act or otherwise relating to the disabled or (B) encroaches upon the real property or any right-of-way or easement of titleothers, nor is any such Real Property encroached upon by structures of the property subject theretoothers in any case in any material manner; (ii) there are no pending material charges or violations have been filed, served, made or, to the knowledge of the Principal StockholderSellers, threatened condemnation, expropriation, eminent domain against Sellers or any other similar proceedings, lawsuits or administrative actions Person relating to the property which materially and adversely affect Real Property or the current use Improvements or occupancy thereofany of the operations conducted at any Real Property; (iii) except as set forth in Schedule 2.3.24 pursuant to the Real Property Leases, at the Closing there will exist no restriction on the use, transfer or mortgaging of the Disclosure Schedules, any Real Property; (iv) there are no outstanding written ordevelopments affecting any of the Real Property or interests of Sellers or therein pending or threatened that might reasonably be expected to curtail or interfere in any material respect with the use of any such Real Property for the purposes for which it is now used and, to the knowledge of Sellers, no such developments will arise prior to, on or after the Principal Stockholder, oral rights, agreements, options or rights of first refusal to purchase the parcel of real property, or any portion thereof or interest therein, which have been granted to any other person; and (iv) to the knowledge of the Principal Stockholder, there are no parties (other than the Company) in possession of or holding any rights to take possession of any parcel of real property set forth on Schedule 2.3.24 of the Disclosure Schedules, other than tenants under any leases disclosed in Schedule 2.3.24 of the Disclosure Schedules who are in possession of space to which they are entitled and other than any parties holding rights, the exercise of which would not materially and adversely affect the current use or occupancy of the real property subject theretoClosing Date. (be) The Company leases or subleases interests in real estate identified in Schedule 2.3.24 None of the Disclosure Schedules (Sellers has assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the "Leased Premises"; and, together with the Owned Premises, the "Real Estate"). With respect to each such parcel of leased or subleased real propertyProperty, except as set forth in Schedule 2.3.24 for assignments, transfers, conveyances, mortgages, deeds of the Disclosure Schedulestrust or other encumbrances that will be released or terminated at Closing. (f) True, the Company is the lessee complete and accurate copies of each (i) all deeds, leases, existing title insurance policies and surveys of the Leased Premises, and no party other than the Company has any right to possession, occupancy or use of any of the Leased Premises. A copy of each lease relating pertaining to the Leased Premises has Real Property and (ii) all instruments, agreements and other documents evidencing, creating or constituting any Liens or other encumbrances affecting the Real Property have been made available to RCGI and 399 Venture, together with all amendments and modifications thereto and subordination, attornment or non-disturbance agreements in respect thereofBuyer.

Real Estate. (a) The Company owns Owned Real Property Interests. Schedule 3.18(a) lists all real property and interests in real estate identified in Schedule 2.3.24 of property owned by the Disclosure Schedules Target Companies (the "Owned PremisesReal Property Interests"). With respect to each such parcel of owned real property: Except for: (i) liens for current ad valorem taxes not yet delinquent and other inchoate statutory liens for charges not yet due and payable; (ii) recorded easements, rights of way and roads and highways, if any, which do not individually or in the Company has aggregate materially interfere with the conduct of any Target Company's business as presently conducted; (iii) building and zoning regulations of the jurisdictions in which the Real Property Interests are located; (iv) matters of public record; (v) those facts which might be disclosed by an accurate survey of the Real Property Interests; and (vi) such facts and circumstances that are plainly visible or reasonably discernable by a physical inspection of the Owned Real Property Interests (collectively, the "Permitted Liens"), the Target Companies hold good and marketable insurable title (to the parcel of real property, extent applicable) to the Owned Real Property Interests free and clear of any Encumbrance, easement, covenant or other restriction, except for Permitted Liens, Encumbrances, easements, covenants and other restrictions of record which do not affect materially and adversely the current use, occupancy or marketability of title, of the property subject thereto; (ii) there are no pending or, to the knowledge of the Principal Stockholder, threatened condemnation, expropriation, eminent domain or other similar proceedings, lawsuits or administrative actions relating to the property which materially and adversely affect the current use or occupancy thereof; (iii) except as set forth in Schedule 2.3.24 of the Disclosure Schedules, there are no outstanding written or, to the knowledge of the Principal Stockholder, oral rights, agreements, options or rights of first refusal to purchase the parcel of real property, or any portion thereof or interest therein, which have been granted to any other person; and (iv) to the knowledge of the Principal Stockholder, there are no parties (Liens other than the Company) Permitted Liens. Notwithstanding the contents of Schedule 3.18(a), it is the intent of Sellers and Buyer that the Target Companies shall retain and be vested with title to all lands and interests in possession land held by the Target Companies at the time of or holding the execution of this Agreement and any rights to take possession omission of any parcel item therefrom shall not act as an exclusion of real property set forth on Schedule 2.3.24 such item from the terms and conditions of the Disclosure Schedules, other than tenants under any leases disclosed in Schedule 2.3.24 of the Disclosure Schedules who are in possession of space to which they are entitled and other than any parties holding rights, the exercise of which would not materially and adversely affect the current use or occupancy of the real property subject theretothis Agreement. (b) The Company leases or subleases Leased Real Property Interests. Schedule 3.18(b) lists (i) all material lands and interests in real estate identified in Schedule 2.3.24 of property leased by the Disclosure Schedules Target Companies from or to a third Person (the "Leased Premises"; Real Property Interests" and, together collectively with the Owned PremisesReal Property Interests, and any other interest in real property of the Target Companies that should have been listed on either Schedule 3.18(a) or Schedule 3.18(b) shall be defined as the "Real Property Interests"); (ii) each lease, sublease, assignment of lease, license, occupancy agreement and other agreement, instrument and consent pursuant to which any Target Company leases, occupies or uses the Leased Real Property Interests, or has subleased, assigned or otherwise granted to others any interests therein, copies of which have been previously provided to Buyer (collectively, the "Real EstateRealty Leases"); and (iii) the identity of each lessor, lessee, guarantor, if applicable, and any other party to any of the Realty Leases. With respect Except for the Permitted Liens, each of the Realty Leases is valid and binding without further sublease or assignment and in full force and effect as to each the Target Companies and, to the best knowledge of the Insider Stockholders, as to any other party thereto. There is no material default by any Target Company or, to the best knowledge of the Insider Stockholders, by any other party, under any of the Realty Leases except as may be otherwise disclosed on Schedule 3.18(b), and there is no event which, with notice or the passage of time or both, would constitute such parcel material default by any Target Company or, to the best knowledge of leased or subleased real propertythe Insider Stockholders, except by any other party under any of the Realty Leases. Except as set forth in on Schedule 2.3.24 3.18(b), the consummation of the Disclosure Schedules, transactions contemplated will not deprive the Company is the lessee of each Target Companies of the Leased Premisesexisting economic, legal and other benefits under the Realty Leases currently enjoyed by the Target Companies, and no party other than the Company has any right to possessioncancel, occupancy terminate or use of modify any of the Leased Premises. A copy Realty Leases listed on Schedule 3.18(b) by reason of each lease relating to the Leased Premises has been made available to RCGI and 399 Venturetransactions contemplated under this Agreement, together with all amendments and modifications thereto and subordination, attornment or non-disturbance agreements in respect thereofexcept as may be otherwise disclosed on Schedule 3.18(b).

Real Estate. Except as set forth in SECTION 3.18 of the Disclosure Schedule, each of the LAI Companies has good and indefeasible title in fee simple to all real properties owned by it and valid leaseholds in all real estate leased by it, in each case, under valid and enforceable leases. Except (a) The Company owns interests as disclosed in real estate identified in Schedule 2.3.24 SECTION 3.18 of the Disclosure Schedules Schedule or (b) in any Title Policy (as defined below) listed in SECTION 3.18 of the "Owned Premises"). With respect Disclosure Schedule, none of such real properties is subject to each such parcel any easements, rights of owned real property: (i) the Company has good and marketable title to the parcel of real propertyway, free and clear of any Encumbrancelicenses, easementgrants, covenant building or use restrictions, exceptions, reservations, limitations or other restriction, except for Permitted Liens, Encumbrances, easements, covenants and other restrictions of record which do not affect materially and adversely the current use, occupancy or marketability of title, of the property subject thereto; (ii) there are no pending or, to the knowledge of the Principal Stockholder, threatened condemnation, expropriation, eminent domain or other similar proceedings, lawsuits or administrative actions relating to the property impediments which materially and adversely affect the current value thereof or which interfere with or impair the present and continued use in the usual and normal conduct of the business of each of LAI Companies. SECTION 3.18 of the Disclosure Schedule lists (i) the street address of each parcel of real property owned by each of the LAI Companies (the "OWNED REAL PROPERTY") and (ii) as to each parcel of Owned Real Property, the number of the title policy, if any, and the name of the company issuing such policy, insuring that LAI or occupancy thereof; a Subsidiary is the fee owner of such parcel (iii) except each such policy or title commitment listed in SECTION 3.18 of the Disclosure Schedule being referred to herein as a "TITLE POLICY" and the insured under each such policy being referred to herein as an "INSURED"). Except as set forth in Schedule 2.3.24 SECTION 3.18 of the Disclosure Schedules, there are no outstanding written or, to the knowledge of the Principal Stockholder, oral rights, agreements, options or rights of first refusal to purchase the parcel of real property, or any portion thereof or interest therein, which have been granted to any other person; and (iv) to the knowledge of the Principal Stockholder, there are no parties (other than the Company) in possession of or holding any rights to take possession of any parcel of real property set forth on Schedule 2.3.24 of the Disclosure Schedules, other than tenants under any leases disclosed in Schedule 2.3.24 of the Disclosure Schedules who are in possession of space to which they are entitled and other than any parties holding rightsSchedule, the exercise LAI Companies have delivered to CMC true and complete copies of which would not materially (a) each Title Policy and adversely affect the current use or occupancy of the real property subject thereto. (b) The Company leases or subleases interests as to each parcel of Owned Real Property, the recorded deed whereby the Insured acquired title to such parcel. Each Title Policy is valid and binding on the relevant insurer(s) in real estate identified accordance with its terms and is in Schedule 2.3.24 full force and effect, and the consummation of the Disclosure Schedules (transactions contemplated by this Agreement will not affect the "Leased Premises"; and, together with the Owned Premises, the "Real Estate"). With respect to each such parcel of leased or subleased real property, except as set forth in Schedule 2.3.24 interest of the Disclosure Schedules, the Company is the lessee of each of the Leased Premises, and no party other than the Company has Insured in any right to possession, occupancy or use of any of the Leased Premises. A copy of each lease relating to the Leased Premises has been made available to RCGI and 399 Venture, together with all amendments and modifications thereto and subordination, attornment or non-disturbance agreements in respect thereofTitle Policy.

Real Estate. Owned Real Estate and Leased Real Estate shall collectively be referred to herein as “Real Estate.” With respect to the Real Estate: (a) The Company owns interests in real estate identified Schedule 3.17(a) contains a description of each parcel of Company’s Owned Real Estate and a listing and description (including the parties, term, expiration date(s), address, and the general use description of the leased premises) of each written or oral lease regarding Leased Real Estate (the leases of Leased Real Estate described in Schedule 2.3.24 of 3.17(a) are collectively, the Disclosure Schedules (the "Owned Premises"“Leases”). With respect to each such parcel of owned real property: (i) the Company has good and marketable title to the parcel of real property, free and clear of any Encumbrance, easement, covenant or other restriction, except for Permitted Liens, Encumbrances, easements, covenants and other restrictions of record which do not affect materially and adversely the current use, occupancy or marketability of title, of the property subject thereto; (iib) Except as set forth in Schedule 3.17(b) hereto, there are no pending or, deferred property Taxes or assessments with respect to the knowledge Real Estate which may or will become due and payable as a result of the Principal Stockholderconsummation of the transaction contemplated hereby; (c) Except for the Permitted Encumbrances and those Encumbrances set forth in Schedule 3.17(c) hereto, threatened condemnation, expropriation, eminent domain or other similar proceedings, lawsuits or administrative actions relating to the property there are no Encumbrances which materially and adversely affect the current use or occupancy thereofof all or any part of any parcel of Owned Real Estate or any easements; (iiid) except Except as set forth in Schedule 2.3.24 3.17(d) hereto, the improvements located on each parcel of Real Estate, including fences, driveways and other structures occupied, used or claimed by Company, are wholly within the Disclosure Schedules, there are no outstanding written or, to boundary lines of such parcels of Real Estate and such improvements and the knowledge of present uses thereof by Company does not infringe upon the Principal Stockholder, oral rights, agreements, options or rights of first refusal to purchase the parcel of real property, or any portion thereof or interest therein, which have been granted to any other person; andPerson; (ive) to the knowledge of the Principal Stockholder, there are no parties (other than the Company) in possession of or holding any rights to take possession of any parcel of real property set forth on Schedule 2.3.24 of the Disclosure Schedules, other than tenants under any leases disclosed in Schedule 2.3.24 of the Disclosure Schedules who are in possession of space to which they are entitled and other than any parties holding rights, the exercise of which would not materially and adversely affect the current use or occupancy of the real property subject thereto. (b) The Company leases or subleases interests in real estate identified in Schedule 2.3.24 of the Disclosure Schedules (the "Leased Premises"; and, together with the Owned Premises, the "Real Estate"). With respect to each such parcel of leased or subleased real property, except Except as set forth in Schedule 2.3.24 3.17(e) hereto, no buildings, fences, driveways or other structures of any adjoining owner encroach, in any material respect which interferes with the operation of the Disclosure SchedulesBusiness, upon any part of any parcel of Real Estate or any easements; (f) Except as set forth in Schedule 3.17(f), Company, as applicable, has all easements (or access through public utility easements) on to private property, construction permits, highway encroachment agreements and permits (and other similar licenses and permits) and right-of-way-licenses reasonably necessary to conduct the Business and to use and operate the Real Estate in the manner it is currently being used and operated by Company; (g) Company is not in default in the performance of any material obligation under the Leases or easements, and, to Seller’s Knowledge, none of the other parties to the Leases or easements are in default in performance of their material obligations thereunder, the Leases and easements are in full force and effect, and Company has assigned its rights under the Leases or easements; (h) Except as set forth in Schedule 3.17(h) Company has leased or granted to any other Person or entity the right to use or occupy all or any portion of the Owned Real Estate, and the Owned Real Estate is the lessee not subject to an option or right to purchase in favor of any Person or entity; and (i) Except as set forth in Schedule 3.17(i), each of the Leased Premisesparcels of Owned Real Estate constitutes a separate tax parcel, and no party is not taxed with any other than the Company has any right to possession, occupancy or use of any of the Leased Premises. A copy of each lease relating to the Leased Premises has been made available to RCGI and 399 Venture, together with all amendments and modifications thereto and subordination, attornment or non-disturbance agreements in respect thereofreal property.

Real Estate. (a) The Schedule 3.20(a) contains a true, complete and accurate list of all premises leased, subleased, or licensed by the Company owns interests in real estate identified in Schedule 2.3.24 Entities for the operation of the Disclosure Schedules business of the Company Entities, excluding the use of facilities of Governmental Authority customers of the Company Entities in accordance with the Current Government Contracts and use of home offices by employees of the Company Entities in the Ordinary Course of Business of the Company Entities (each an “Excluded Facility”) (the "Owned “Leased Premises"”). With respect to each such parcel , and of owned real property: (i) the Company has good and marketable title to the parcel of real propertyall leases, free and clear of any Encumbrancelicenses, easement, covenant or other restriction, except for Permitted Liens, Encumbrances, easements, covenants and other restrictions of record which do not affect materially and adversely the current use, occupancy or marketability of title, of the property subject thereto; (ii) there are no pending or, to the knowledge of the Principal Stockholder, threatened condemnation, expropriation, eminent domain or other similar proceedings, lawsuits or administrative actions relating to the property which materially and adversely affect the current use or occupancy thereof; (iii) except as set forth in Schedule 2.3.24 of the Disclosure Schedules, there are no outstanding written or, to the knowledge of the Principal Stockholder, oral rightslease guaranties, agreements, options amendments, extensions and renewals pursuant to which any Company Entity occupies or rights of first refusal has the right to purchase occupy any Leased Premises (collectively, the parcel of real property, or any portion thereof or interest therein, which have been granted to any other person; and (iv) “Leases”). The Company has made available to the knowledge of the Principal StockholderPurchaser a true, there are no parties (other than the Company) in possession of or holding any rights to take possession of any parcel of real property set forth on Schedule 2.3.24 of the Disclosure Schedules, other than tenants under any leases disclosed in Schedule 2.3.24 of the Disclosure Schedules who are in possession of space to which they are entitled complete and other than any parties holding rights, the exercise of which would not materially and adversely affect the current use or occupancy of the real property subject thereto. (b) The Company leases or subleases interests in real estate identified in Schedule 2.3.24 of the Disclosure Schedules (the "Leased Premises"; and, together with the Owned Premises, the "Real Estate"). With respect to each such parcel of leased or subleased real property, except as set forth in Schedule 2.3.24 of the Disclosure Schedules, the Company is the lessee accurate copy of each of the Leased PremisesLeases. The Company Entities are not party to any oral leases, and no subleases or license agreements nor otherwise granted any third party other than the Company has any right to possession, occupancy occupy or use of any of the Leased Premises. A copy The Leased Premises and the Excluded Facilities constitute all interests in real property currently owned or leased by the Company Entities, and such interests in real property constitute all interests in real property necessary for the performance and operation of the business of the Company Entities as currently conducted. The Leases (i) are valid, binding and enforceable obligations of the Company Entities in accordance with their terms and are in full force and effect, except as enforceability may be limited by bankruptcy, insolvency or other Laws affecting creditors’ rights generally and the exercise of judicial discretion in accordance with general equitable principles; and (ii) other than as set forth on Schedule 3.5, the Company Entities have not given or received (x) any written notice of alleged breach or default thereunder by or with respect to any party thereto which has not been remedied or (y) written notice of the termination of any Lease prior to its expected expiration as set forth in its written terms and conditions. All rent and other sums and charges due and payable by the Company Entities to the landlord or any counterparty under any Leases are current in all material respects. No Company Entity is a party to any lease brokerage, commission or finder’s agreement. Except as set forth on Schedule 3.8, no Company Entity has pledged, assigned or otherwise encumbered any of the Leases or the leasehold estates, rights or interests created by such Leases. The Leased Premises are (i) in good operating condition and repair, subject to ordinary wear and tear (consistent with the age of such Leased Premises); (ii) not in need of maintenance or repair except for ordinary routine maintenance and repair; and (iii) to the Company’s Knowledge, structurally sound with no known defects. Neither Company Entity has received written notice of any pending, and to the Company’s Knowledge there is no threatened, condemnation proceeding (or any consensual agreement in lieu thereof) or rezoning application or proceeding with respect to any Leased Premises which would or would reasonably be expected to adversely affect the operation of the Company Entities’ business as currently conducted thereon in any material respect. (b) To the Company’s Knowledge, the Leased Improvements are (i) structurally sound with no known material defects; (ii) in substantially good operating condition and repair, subject to ordinary wear and tear (consistent with the age of such items); (iii) not in need of material maintenance or repair except for ordinary routine maintenance and repair; and (iv) in conformity in all material respects with all applicable Laws and the applicable Lease, in each lease case, relating thereto currently in effect. Except as set forth on Schedule 3.20(b), all “landlord work,” all “tenant work” and any corresponding credits (or credits in lieu thereof) contemplated or required under all Leases, have been completed (or credited, as applicable) and no capital improvements are required to be made to any Leased Premises pursuant to the terms of any Lease. All of the Leased Improvements on the Leased Premises are located entirely on such Leased Premises. Neither Company Entity has been made available received any written notice that any of the Leased Improvements or Leased Premises are (i) in violation of any applicable Laws, including, without limitation, zoning Laws and/or building codes, or (ii) in violation of any applicable declaration of covenants, conditions or restrictions, reciprocal easement agreements, or any other covenant, condition, restriction or easement applicable to RCGI and 399 Ventureany of the Leased Premises. Neither Company Entity has received any written notice of any planned assessments that would be such Company Entity’s obligation to pay under any Lease, together with all amendments and modifications thereto and subordination, attornment or non-disturbance agreements in respect thereofany written notice of any planned changes to zoning Laws applicable to any Leased Premises. (c) The Company Entities own no real property.

Real Estate. (a) The Company owns interests in real estate identified in Schedule 2.3.24 Section 5.13(a) of the Seller’s Disclosure Schedules Schedule sets forth a list, as of the date hereof, of all real property owned by the Asset Sellers (in respect of the B&K Business), the B&K Companies or the Subsidiaries of the B&K Companies (the "“Owned Premises"Real Property”). With Each of the Asset Sellers (in respect to each such parcel of owned real property: the B&K Business), the B&K Companies or the Subsidiaries of the B&K Companies, as applicable, has (i) the Company has good good, marketable and marketable indefeasible and insurable fee simple title to the parcel of real property, free Owned Real Property located in the United States and clear of any Encumbrance, easement, covenant or other restriction, except for Permitted Liens, Encumbrances, easements, covenants and other restrictions of record which do not affect materially and adversely the current use, occupancy or marketability of title, of the property subject thereto; (ii) there are no pending or, legal and beneficial title to the knowledge Owned Real Property located outside of the Principal StockholderUnited States, threatened condemnationin each case, expropriation, eminent domain subject only to Permitted Encumbrances. Except for such matters which are disclosed on Section 5.13(b) of the Seller’s Disclosure Schedule or which arise by reason of any statutory provision governmental or other similar proceedingsauthority or local law and other than to Buyers under this Agreement, lawsuits or administrative actions relating to the property which materially and adversely affect the current use or occupancy thereof; (iii) except as set forth in Schedule 2.3.24 none of the Disclosure Schedules, there are no outstanding written or, to the knowledge Asset Sellers (in respect of the Principal StockholderB&K Business), oral rightsthe B&K Companies or the Subsidiaries of the B&K Companies, agreementsas applicable, options have granted options, rights of first offer or rights of first refusal to purchase the parcel of real property, such Owned Real Property or any portion thereof or interest therein. None of the Asset Sellers (in respect of the B&K Business), which have been granted the B&K Companies or the Subsidiaries of the B&K Companies, as applicable, is a party to any other person; and (iv) agreement or option to the knowledge of the Principal Stockholder, there are no parties (other than the Company) in possession of or holding purchase any rights to take possession of any parcel of real property set forth on Schedule 2.3.24 of the Disclosure Schedules, other than tenants under any leases disclosed in Schedule 2.3.24 of the Disclosure Schedules who are in possession of space to which they are entitled and other than any parties holding rights, the exercise of which would not materially and adversely affect the current use or occupancy of the real property subject theretointerest therein. (b) The Company leases or subleases interests in real estate identified in Schedule 2.3.24 Section 5.13(b) of the Seller’s Disclosure Schedules Schedule sets forth a list, as of the date hereof, of all leases and material subleases, licenses and concessions, of real property the Asset Sellers (in respect of the "Leased Premises"; and, together with the Owned PremisesB&K Business), the "B&K Companies or the Subsidiaries of the B&K Companies as of the date hereof for use in the operation of any portion of the B&K Business (collectively, the “Real Estate"Property Leases”). With Each of the Real Property Leases is enforceable and in full force and effect as of the date hereof. No notice has been received by the Asset Sellers (in respect to each such parcel of leased the B&K Business), the B&K Companies or subleased real property, except the Subsidiaries of the B&K Companies from the landlords of the Real Property Leases in respect of any existing material default of the Real Property Leases which remain outstanding as of the date hereof. Except as set forth in Schedule 2.3.24 of the Disclosure Schedules5.13(b), the Company is the lessee of with respect to each of the Real Property Leases: the Asset Sellers’ (in respect of the B&K Business), the B&K Companies’ or the Subsidiaries of the B&K Companies’, as applicable, possession and quiet enjoyment of the Leased PremisesReal Property under such Real Property Lease has not been disturbed, and except for any such disturbances that have not materially affected the use of the Leased Real Property. (c) Except as set forth in Section 5.13(c) of the Seller’s Disclosure Schedule no party other than the Company has any right to possession, occupancy or use of any Asset Sellers (in respect of the Leased Premises. A copy B&K Business), the B&K Companies or the Subsidiaries of each lease relating the B&K Companies is entitled to use or occupy either the Owned Real Property or the premises demised under the Real Property Leases as of the date hereof. (d) The Owned Real Property and the Leased Premises has been made available Real Property identified in Section 5.13 of the Seller’s Disclosure Schedule comprise all of the real property used or intended to RCGI and 399 Venturebe used in, together with all amendments and modifications thereto and subordinationor otherwise related to, attornment or non-disturbance agreements in respect thereofthe B&K Business.

Real Estate. (a) The Company owns interests in real estate identified in Schedule 2.3.24 None of the Disclosure Schedules (the "Owned Premises"). With respect to each such parcel of owned real property: (i) the Company has good and marketable title to the parcel of real property, free and clear of Entities owns any Encumbrance, easement, covenant or other restriction, except for Permitted Liens, Encumbrances, easements, covenants and other restrictions of record which do not affect materially and adversely the current use, occupancy or marketability of title, of the property subject thereto; (ii) there are no pending or, to the knowledge of the Principal Stockholder, threatened condemnation, expropriation, eminent domain or other similar proceedings, lawsuits or administrative actions relating to the property which materially and adversely affect the current use or occupancy thereof; (iii) except as set forth in Schedule 2.3.24 of the Disclosure Schedules, there are no outstanding written or, to the knowledge of the Principal Stockholder, oral rights, agreements, options or rights of first refusal to purchase the parcel of real property, or any portion thereof or interest therein, which have been granted to any other person; and (iv) to the knowledge of the Principal Stockholder, there are no parties (other than the Company) in possession of or holding any rights to take possession of any parcel of real property set forth on Schedule 2.3.24 of the Disclosure Schedules, other than tenants under any leases disclosed in Schedule 2.3.24 of the Disclosure Schedules who are in possession of space to which they are entitled and other than any parties holding rights, the exercise of which would not materially and adversely affect the current use or occupancy of the real property subject theretoReal Property. (b) The Company leases or subleases interests in real estate identified in Schedule 2.3.24 6.21(b) of the Disclosure Schedules (and/or in the "Leased Premises"; and, together with the Owned Premises, the "Registration Statement sets forth a complete and correct list of all Real Estate"). With respect to each such parcel of leased or subleased real property, except as set forth Property in Schedule 2.3.24 which any of the Disclosure SchedulesCompany Entities has a leasehold or subleasehold interest, or other right to use or occupy (such Real Property is herein referred to as the Company is “Leased Real Property”), including the lessee address of each all the Leased Real Property and the owner(s) of the Leased Premises, and no party other than the Real Property. The Company has Made Available to SeqLL a complete and correct copy of each Lease or other Contract (or, in the case of any right oral Lease or Contract, a written description thereof) pertaining to possession, occupancy or use of any of the Leased Premises. A copy of each lease relating to the Leased Premises has been made available to RCGI and 399 VentureReal Property, together with all amendments amendments, extensions, renewals, modifications, alterations, guaranties and modifications other changes thereto (collectively, the “Company Entity Leases”) all of which are identified on Schedule 6.21(b) of the Disclosures Schedule and/or in the Registration Statement. Each of the Company Entity Leases is legal, valid, binding, enforceable and subordinationin full force and effect in accordance with the terms thereof, attornment except to the extent that such enforceability may be limited by the General Enforceability Exceptions. All conditions precedent to the enforceability of each Company Entity Lease has been satisfied and there is no Breach or non-disturbance agreements default, nor state of facts which, with the passage of time, notice or otherwise, would result in a Breach or default (i) on the part of or by any Company Entity, or permit the termination, modification or acceleration of rent by the lessor thereunder, or (ii) on the part of the lessor thereunder. (c) Assuming good title in the landlord, each Company Entity holds a valid, binding and enforceable leasehold interest in its applicable Leased Real Property, in each case free and clear of all Encumbrances. Except as set forth on Schedule 6.21(c) of the Disclosure Schedules and/or in the Registration Statement, the Leased Real Property constitutes all of the Real Property currently used or occupied by the Company Entities in connection with or related to the Business, and the buildings and improvements thereon are in good condition and repair, normal wear and tear excepted. Such Leased Real Property, and the premises located thereon occupied by the Company Entities, is sufficient for the business and operational use requirements of the Business, and the Company Entities enjoy peaceful and undisturbed possession of the Leased Real Property sufficient for the current business and operational use requirements of the Business. (d) Except as set forth on Schedule 6.21(d) of the Disclosure Schedules and/or in the Registration Statement, no Company Entity is a lessor under, or otherwise a party to, any lease, sublease, license, assignment, encumbrance, hypothecation or concession pursuant to which such Company Entity has granted to any Person the right to use or occupy all or any portion of the Leased Real Property. (e) No Company Entity has received any notice from any insurance company or board of fire underwriters of any defects or inadequacies in or on any Leased Real Property or any part or component thereof that could adversely affect the insurability of any Leased Real Property or cause any increase in the premiums for insurance for any Leased Real Property and that have not been cured or repaired. Each Company Entity currently maintains insurance for the Leased Real Property in compliance with all Company Entity Leases. (f) None of the Company Entities has received any notice of violation of any Real Property Law and, to the Knowledge of the Company Entities, there is no basis for the issuance of any such notice or the taking of any action for such violation with respect thereofto any Leased Real Property.

Real Estate. (a) The Company owns interests in real estate identified in Schedule 2.3.24 3.13(a) sets forth a list of all the Disclosure Schedules (the "Owned Premises")Real Property. With respect to each such parcel of owned real property: the Owned Real Property, (i) the Company has good and marketable title in fee simple to the parcel of real propertyOwned Real Property, free and clear of any Encumbrance, easement, covenant or other restriction, all Encumbrances except for (A) as disclosed in Schedule 3.13(a) and (B) Permitted Liens, Encumbrances, easements, covenants and other restrictions of record which do not affect materially and adversely the current use, occupancy or marketability of title, of the property subject thereto; (ii) there are no outstanding options or rights of first refusal in favor of any other party to purchase the Owned Real Property or any portion thereof or interest therein, (iii) there are no leases, subleases, licenses, options, rights, concessions or other agreements, affecting any portion of the Owned Real Property, (iv) all existing water, sewer, gas, electricity, telephone and other utilities required for the construction, use, occupancy, operation and maintenance of the Owned Real Property are adequate in all material respects for the use, occupancy, operation and maintenance thereof, as currently conducted or currently exists, and (v) the Company has all rights of access necessary for ingress to and egress from the Owned Real Property from or to public streets. (b) Schedule 3.13(b) sets forth a list of all Leased Real Property. The Seller has made available to the Purchaser true and complete copies of all leases and subleases relating to the Leased Real Property. With respect to the Leased Real Property, (i) the Company has good and valid leasehold estates in the Leased Real Property, free and clear of all Encumbrances except Permitted Encumbrances, (ii) all existing water, sewer, gas, electricity, telephone and other utilities required for the construction, use, occupancy, operation and maintenance of the Leased Real Property are adequate for the use, occupancy, operation and maintenance thereof, as currently conducted or currently exists, and (iii) the Company has all rights of access necessary for ingress to and egress from the Leased Real Property. Except as set forth on Schedule 3.13(b), (A) each such lease or sublease is legal, valid, binding and enforceable and in full force and effect and (B) the consummation of the transactions contemplated by this Agreement will not cause a material breach or require any third party consent under any such lease or sublease. (c) Except as set forth on Schedule 3.13(c), (i) neither the Seller nor the Company has, since January 1, 1992, received written notice of any pending or, to the knowledge of the Principal StockholderCompany and the Seller, threatened condemnation, expropriation, condemnation or eminent domain proceedings or their local equivalent with respect to the Owned Real Property or the Leased Real Property, (ii) the Owned Real Property, the use and occupancy thereof by the Company, and the conduct of the Business thereon and therein do not violate any deed restrictions, applicable law consisting of building codes, zoning, subdivision or other land use or similar proceedings, lawsuits or administrative actions relating to laws the property violation of which materially and would adversely affect the current use use, value or occupancy thereof; of any such property or the conduct of the Business thereon, (iii) except as set forth in Schedule 2.3.24 neither the Seller nor the Company has, since January 1, 1992, received written notice of a material violation of the Disclosure Schedulesrestrictions or Laws described in the foregoing clause (ii), there are no outstanding written or, to the knowledge of the Principal Stockholder, oral rights, agreements, options or rights of first refusal to purchase the parcel of real property, or any portion thereof or interest therein, which have been granted to any other person; and and (iv) to the knowledge none of the Principal Stockholder, there are no parties (other than structures or improvements on any of the Company) in possession of or holding any rights to take possession of any parcel of Owned Real Property encroaches upon real property set forth on Schedule 2.3.24 of the Disclosure Schedules, other than tenants under any leases disclosed in Schedule 2.3.24 of the Disclosure Schedules who are in possession of space to which they are entitled and other than any parties holding rights, the exercise of which would not materially and adversely affect the current use or occupancy of the real property subject thereto. (b) The Company leases or subleases interests in real estate identified in Schedule 2.3.24 of the Disclosure Schedules (the "Leased Premises"; and, together with the Owned Premises, the "Real Estate"). With respect to each such parcel of leased or subleased real property, except as set forth in Schedule 2.3.24 of the Disclosure Schedules, the Company is the lessee of each of the Leased Premisesanother Person, and no party other than the Company has any right to possession, occupancy structure or use improvement of another Person encroaches upon any of the Owned Real Property or Leased Premises. A copy Real Property, which would materially interfere with the use thereof in the ordinary course of each lease relating to the Leased Premises has been made available to RCGI and 399 Venture, together with all amendments and modifications thereto and subordination, attornment or non-disturbance agreements in respect thereofbusiness.

Real Estate. (a) The Company owns interests in real estate identified in Schedule 2.3.24 of 5.8 identifies the Disclosure Schedules (the "Owned Premises"). With respect to each such parcel of owned real property: (i) the Company has good and marketable deeds or other instruments evidencing BHE's title to the parcel of real property, free and clear of any Encumbrance, easement, covenant property rights owned or leased by BHE as lessor or as lessee (or as to which BHE holds easements or other restriction, except for Permitted Liens, Encumbrances, easements, covenants rights) and other restrictions of record which do not affect materially and adversely included in the current use, occupancy or marketability of title, of the property subject thereto; (ii) there are no pending or, to the knowledge of the Principal Stockholder, threatened condemnation, expropriation, eminent domain or other similar proceedings, lawsuits or administrative actions relating to the property which materially and adversely affect the current use or occupancy thereof; (iii) except as set forth in Schedule 2.3.24 of the Disclosure Schedules, there are no outstanding written or, to the knowledge of the Principal Stockholder, oral rights, agreements, options or rights of first refusal to purchase the parcel of real property, or any portion thereof or interest therein, which have been granted to any other person; and (iv) to the knowledge of the Principal Stockholder, there are no parties Purchased Assets (other than the Company) in possession of or holding any rights 345 Line ROWs, as to take possession of any parcel of which Annex I to Schedule 5.8 references the relevant tax parcels), as well as certain real property set forth owned by BHE which on Schedule 2.3.24 the date hereof is associated with certain of the Disclosure Schedules, other than tenants under any leases disclosed in Schedule 2.3.24 of Hydroelectric Facilities but is not included within the Disclosure Schedules who are in possession of space to which they are entitled and other than any parties holding rights, the exercise of which would not materially and adversely affect the current use or occupancy Purchased Assets. The portions of the real property subject thereto. (b) The Company leases or subleases interests rights, including rights to flood and flow, described in real estate identified in Schedule 2.3.24 of such deeds and other instruments that constitute Purchased Assets and the Disclosure Schedules (the "Leased Premises"; and, together with the Owned Premises, 345 Line ROWs are collectively referred to herein as the "Real Estate")." Schedule 5.8 also describes certain Encumbrances on the Real Estate of which Sellers have Knowledge. With respect Subject to each such parcel change in applicable law or regulation, or interpretation thereof, and events beyond the control of leased Sellers, no fee ownership, lease, right of way, easement, license or subleased other right in real property, except as set forth in Schedule 2.3.24 of the Disclosure Schedules, the Company is the lessee of each of the Leased Premises, and no party other than the Company has any right Real Estate, is necessary for the Buyer to possessionown, occupancy operate or use maintain the Purchased Assets substantially as historically owned, operated and maintained by the Sellers. To Sellers' Knowledge, none of the improvements on any of the Leased PremisesReal Estate, including, without limitation the Easements, nor any appurtenances thereto or equipment therein nor the operation or maintenance thereof, violate any restrictive covenant or the terms, conditions or restrictions of any easement. A copy All Real Estate (other than the 345 Line ROWs) will have access, directly or indir▇▇▇▇▇ ▇▇▇▇▇▇▇ an easement under which Buyer shall have adequate rights, to a public road. To the extent that zoning laws apply, each parcel of each lease relating Real Estate (other than the 345 Line ROWs) is zoned for its current use. Copi▇▇ ▇▇ ▇▇▇ ▇▇▇veys, title insurance policies or real estate leases in the possession of the Sellers related to the Leased Premises has Real Estate have been delivered or made available to RCGI and 399 Venture, together with all amendments and modifications thereto and subordination, attornment or non-disturbance agreements in respect thereof.the Buyer. 5.9

Real Estate. (a) The There are no parcels of real property owned by the Company owns interests in real estate identified in Schedule 2.3.24 or any of its Subsidiaries. (b) Section 3.27(b) of the Disclosure Schedules Schedule sets forth all leases, subleases and other occupancy agreements, including all amendments, extensions and other modifications (the "Owned PremisesLEASES"). With respect ) for real property (the "LEASED REAL PROPERTY") to each such parcel of owned real property: (i) which the Company or any Subsidiary of the Company is a party. The Company or its applicable Subsidiary has a good and marketable title valid leasehold interest in and to the parcel of real property, free and clear of any Encumbrance, easement, covenant or other restriction, except for Permitted Liens, Encumbrances, easements, covenants and other restrictions of record which do not affect materially and adversely the current use, occupancy or marketability of title, all of the property Leased Real Property, subject thereto; (ii) there are to no pending or, to the knowledge of the Principal Stockholder, threatened condemnation, expropriation, eminent domain or other similar proceedings, lawsuits or administrative actions relating to the property which materially and adversely affect the current use or occupancy thereof; (iii) Liens except as set forth described in Schedule 2.3.24 such Schedule. Each Lease is in full force and effect and is enforceable in accordance with its terms. Except as disclosed in Section 3.27(b) of the Disclosure SchedulesSchedule, there are exists no outstanding written ordefault or condition which, with the giving of notice, the passage of time or both, could become a default under any Lease. The Company has previously made available to Buyer true, complete, and correct copies of all the knowledge Leases. Except as described in Section 3.27(b) of the Principal StockholderDisclosure Schedule no consent, oral rightswaiver, agreements, options approval or rights authorization is required from the landlord under any Lease as a result of first refusal to purchase the parcel execution of real property, this Agreement or any portion thereof or interest therein, which have been granted to any other person; andthe consummation of the transactions contemplated hereby. (ivc) to the knowledge The Leased Real Property constitutes all of the Principal Stockholderreal property owned, leased, occupied or otherwise used in connection with the business of the Company and its Subsidiaries. Except as disclosed on Section 3.27(c) of the Disclosure Schedule, other than the Company and its Subsidiaries, there are no parties (other than the Company) in possession of or holding parties having any rights to take possession of any parcel of real property set forth on Schedule 2.3.24 of the Disclosure Schedules, other than tenants under any leases disclosed in Schedule 2.3.24 of the Disclosure Schedules who are in possession of space to which they are entitled and other than any parties holding rights, the exercise of which would not materially and adversely affect the current use or occupancy of the real property subject thereto. (b) The Company leases or subleases interests in real estate identified in Schedule 2.3.24 of the Disclosure Schedules (the "Leased Premises"; and, together with the Owned Premises, the "Real Estate"). With respect to each such parcel of leased or subleased real property, except as set forth in Schedule 2.3.24 of the Disclosure Schedules, the Company is the lessee of each of the Leased Premises, and no party other than the Company has any future right to possession, occupancy or use of occupy any of the Leased PremisesReal Property. A copy The Leased Real Property is in good condition and repair and is sufficient and appropriate for the conduct of each lease relating the business of the Company and its Subsidiaries. To the Company's knowledge, the Leased Real Property and all plants, buildings and improvements located thereon conform to all applicable building, zoning and other laws, ordinances, rules and regulations. All permits, licenses and other approvals necessary to the current occupancy and use of the Leased Premises has Real Property by the Company and its Subsidiaries have been made available obtained, are in full force and effect and have not been violated, except for violations that, individually or in the aggregate, would not have a Material Adverse Effect on the Company. There exists no violation by the Company or any of its Subsidiaries of any covenant, condition, restriction, easement, agreement or order affecting any portion of the Leased Real Property except for violations that, individually or in the aggregate, would not have a Material Adverse Effect on the Company. To the knowledge of the Company and its Subsidiaries, there is no pending or threatened condemnation proceeding affecting any portion of the Leased Real Property. Except as disclosed on Section 3.27(b) of the Disclosure Schedule, neither the Company nor any Subsidiary of the Company is obligated to RCGI and 399 Venture, together with all amendments and modifications thereto and subordination, attornment purchase or non-disturbance agreements in respect thereoflease any real property.

Real Estate. (a) The Company owns interests in attached Real Estate Schedule sets forth the address of each parcel of real estate identified in Schedule 2.3.24 property owned by each of the Disclosure Schedules (the "Owned Premises")Company and its Subsidiaries. With respect to each such parcel of owned real property: (i) The Company or its Subsidiaries is the legal titleholder of the real property listed on the attached Real Estate Schedule (the “Property”), and Company has good good, merchantable and marketable title to the parcel of real propertyProperty, free and clear of any Encumbranceall liens, easementencumbrances, covenant or other restrictionclaims, except for Permitted Lienscovenants, Encumbrancesconditions, restrictions, easements, covenants rights of way, options, judgments or other matters, except Permitted Liens and other restrictions of record which do not affect materially and adversely as set forth on the current use, occupancy or marketability of title, of the property subject thereto;Real Estate Schedule attached hereto. (ii) there are Company has received no notice of any proceedings pending oror threatened to change, downzone or reclassify the existing zoning classification as to the knowledge any portion of the Principal Stockholder, threatened condemnation, expropriation, eminent domain or other similar proceedings, lawsuits or administrative actions relating to the property which materially and adversely affect the current use or occupancy thereof;Property. (iii) There are no existing defects, structural, mechanical or otherwise, in the improvements included as part of the Property which could reasonably be expected to have a Material Adverse Effect. Company has no Knowledge, and has received no notices from governmental officials, insurance carriers or others to the effect that any of the Property (or any use thereof) is in violation of any Legal Requirement. (iv) except as set forth in Schedule 2.3.24 on the Real Estate Schedule, none of the Disclosure SchedulesCompany and its Subsidiaries has leased or otherwise granted to any person the right to use or occupy such property, and (v) except as set forth on the Real Estate Schedule, other than the right of the Purchaser pursuant to this Agreement, there are no outstanding written oroptions, to the knowledge rights of the Principal Stockholder, oral rights, agreements, options first offer or rights of first refusal to purchase the parcel of real property, such property or any portion thereof or interest therein, which have been granted to any other person; and (iv) to the knowledge of the Principal Stockholder, there are no parties (other than the Company) in possession of or holding any rights to take possession of any parcel of real property set forth on Schedule 2.3.24 of the Disclosure Schedules, other than tenants under any leases disclosed in Schedule 2.3.24 of the Disclosure Schedules who are in possession of space to which they are entitled and other than any parties holding rights, the exercise of which would not materially and adversely affect the current use or occupancy of the real property subject theretothereof. (b) The attached Real Estate Schedule lists all real property that each of the Company and its Subsidiaries leases or subleases interests in real estate identified in Schedule 2.3.24 of from any other Person. Except as set forth on the Disclosure Schedules (attached Real Estate Schedule, to the "Leased Premises"; andCompany’s Knowledge, together with the Owned Premises, the "Real Estate"). With respect to each such parcel of leased lease and sublease listed on the Real Estate Schedule, the lease or subleased real propertysublease is legal, valid, binding, enforceable, and in full force and effect, except as set forth in Schedule 2.3.24 where the illegality, invalidity, nonbinding nature, unenforceability, or ineffectiveness could not reasonably be expected to have a Material Adverse Effect. None of the Disclosure Schedules, the Company is the lessee of each of the Leased Premises, and no party other than the Company has any right to possession, occupancy or use of any of the Leased Premises. A copy of each its Subsidiaries is in default under any lease relating or sublease which default could result in a Material Adverse Effect, and, to the Leased Premises has been made available to RCGI and 399 VentureCompany’s Knowledge, together with all amendments and modifications thereto and subordinationno landlord (or sublandlord, attornment as applicable) is in default under any such lease or non-disturbance agreements in respect thereofsublease.

Real Estate. (a) 4.7.1 The Company owns interests in real estate identified in Schedule 2.3.24 does not own any Real Estate as of the date of signing this Agreement. 4.7.2 Section 4.7 of the Disclosure Schedules Schedule accurately and completely sets forth, with respect to every parcel of real estate leased by the Company (the "Owned “Leasehold Premises"). With respect to each such parcel of owned real property: ”): (i) the lessor and lessee thereof and the date and term (including the expiration date) of the lease (including all renewal options and notice deadlines to exercise such options) governing such property; (ii) the rental and other charges payable by the lessee thereunder; (iii) the amount of security deposits, if any; (iv) the date to which lessee has paid rent; (v) the location, including address, thereof; (vi) the approximate size thereof; (vii) a brief description (including size, approximate year of completion, and function) of the principal improvements and buildings thereon; and (viii) the nature and amount of any mortgages, tax liens or other liens thereon (including without limitation any environmental liens), all of which the Company shall release or cause to be released at or prior to Closing. The Company has good previously delivered to Buyer accurate and marketable title complete copies of each of the leases covering the Leasehold Premises set forth in Section 4.7 of the Disclosure Schedule, and none of such leases has been amended or modified except to the parcel extent that such amendments or modifications are disclosed in such copies or in Section 4.7 of the Disclosure Schedule. To the Company’s knowledge, all of the leases covering the Leasehold Premises are in full force and effect. Except as set forth in Section 4.7 of the Disclosure Schedule, the Company is not in default or breach under the terms of any such lease and no event has occurred which with the passage of time or the giving of notice or both would cause a breach of or default under the terms of any such lease. The Company has no knowledge of any breach or anticipated breach by the other parties to any such lease. There are no tenancies or occupancies affecting any of the Leasehold Premises except as disclosed on Section 4.7 of the Disclosure Schedule. Section 4.7 of the Disclosure Schedule sets forth a complete list of all real propertyproperty formerly owned, used or leased by the Company (i) since June 4, 2003 and (ii) to the Company’s and Tree’s knowledge, prior to June 4, 2003. 4.7.3 The Company has a leasehold interest in each of the Leasehold Premises, free and clear of any Encumbrance, easement, covenant or other restrictionall Liens, except for Permitted Liens, Encumbrances, easementsand such mortgages, covenants tax liens or other liens disclosed in Section 4.7 of the Disclosure Schedule and which such mortgages, tax liens or other liens shall be fully satisfied and released at or prior to Closing. 4.7.4 The buildings, improvements, structures, fixtures and systems (including, without limitation, the HVAC, plumbing, drainage, electrical and mechanical systems located on the Leasehold Premises are in operating condition sufficient to conduct the business currently being conducted, normal wear and tear excepted, and comply with all applicable building codes and other restrictions of record which do not affect materially Laws, ordinances, and adversely the current use, occupancy or marketability of title, codes in all material respects except for certain Americans with Disabilities Act noncompliance matters described in Section 4.7 of the property subject thereto;Disclosure Schedule, none of which have or would reasonably be expected to have a Material Adverse Effect. 4.7.5 At and immediately after the Closing, Buyer shall have the right to maintain or use the Leasehold Premises and to conduct such activities thereon as maintained, used or conducted by the Company on the date hereof. To the Company’s and Tree’s knowledge, except as disclosed in Section 4.7 of the Disclosure Schedule there is no condition affecting any of the Leasehold Premises or the improvements located thereon which requires repair or correction to restore the same to reasonable operating condition. 4.7.6 Each parcel of the Leasehold Premises has the necessary and appropriate zoning (iiincluding, without limitation, all related zoning and/or land use authorizations, variances, special or conditional use permits and the like) there as required by Law to allow the Company to carry on its business as it is now being conducted. 4.7.7 Except as set forth in Section 4.7 of the Disclosure Schedule, all utilities and services necessary for the Company's operations of each of the Leasehold Premises (including, without limitation, gas, water storm and sanitary sewers, electricity and telephone) are no pending or, available to the knowledge Leasehold Premises and may be used by the Company, are connected with valid permits, and are of sufficient capacity to meet adequately all needs and requirements necessary for us and operations of the Principal Stockholderimprovements thereon for their intended purposes. 4.7.8 Except as set forth in Section 4.7 of the Disclosure Schedule, neither the Company nor Tree has received any notice of (i) any proposed or threatened condemnation, expropriation, eminent domain or other similar proceedingsrezoning proceeding with respect to any portion of the Leasehold Premises, lawsuits or administrative actions relating and, to the property best of the Company’s knowledge, no proceeding is contemplated by any Government; or (ii) any special assessment which materially and adversely may affect the current use or occupancy thereof;Leasehold Premises, and, to the best of the Company’s knowledge, no such special assessment is contemplated by any Government. (iii) except as 4.7.9 A list of all licenses, permits, authorizations, certificates of occupancies and other approvals in the Company’s possession pertaining to the Leasehold Premises is set forth in Schedule 2.3.24 Section 4.7 of the Disclosure Schedules, there are no outstanding written or, to the knowledge of the Principal Stockholder, oral rights, agreements, options or rights of first refusal to purchase the parcel of real property, or any portion thereof or interest therein, which have been granted to any other person; and (iv) to the knowledge of the Principal Stockholder, there are no parties (other than the Company) in possession of or holding any rights to take possession of any parcel of real property set forth on Schedule 2.3.24 of the Disclosure Schedules, other than tenants under any leases disclosed in Schedule 2.3.24 of the Disclosure Schedules who are in possession of space to which they are entitled and other than any parties holding rights, the exercise of which would not materially and adversely affect the current use or occupancy of the real property subject theretoSchedule. (b) The Company leases or subleases interests in real estate identified in Schedule 2.3.24 of the Disclosure Schedules (the "Leased Premises"; and, together with the Owned Premises, the "Real Estate"). With respect to each such parcel of leased or subleased real property, except as set forth in Schedule 2.3.24 of the Disclosure Schedules, the Company is the lessee of each of the Leased Premises, and no party other than the Company has any right to possession, occupancy or use of any of the Leased Premises. A copy of each lease relating to the Leased Premises has been made available to RCGI and 399 Venture, together with all amendments and modifications thereto and subordination, attornment or non-disturbance agreements in respect thereof.

Real Estate. (a) The Company owns interests in Schedule 4.9(a) attached hereto lists and describes briefly all real estate identified in Schedule 2.3.24 of property owned by the Disclosure Schedules (the "Owned Premises")Company. With respect to each such parcel of owned real property: : (i) the Company has good and marketable title to the parcel of real property, free and clear of any EncumbranceLien, easement, covenant covenant, or other restriction, except for Permitted Liens, Encumbrances, installments of special assessments not yet delinquent and recorded easements, covenants covenants, and other restrictions of record which do not affect materially and adversely impair the current use, occupancy occupancy, or value, or the marketability of title, of the property subject thereto; , except as disclosed on Schedule 4.9(a); (ii) there are no pending or, to the knowledge Knowledge of the Principal StockholderParent, threatened condemnation, expropriation, eminent domain or other similar condemnation proceedings, lawsuits lawsuits, or administrative actions relating to the property which materially and adversely affect the current use or occupancy thereof; property; (iii) except as set forth in Schedule 2.3.24 of the Disclosure Schedules, there are no outstanding written or, to the knowledge Knowledge of Parent the Principal Stockholder, oral rights, agreements, options or rights of first refusal to purchase legal description for the parcel of real property, or any portion contained in the deed thereof or interest therein, which have been granted to any other persondescribes such parcel fully and adequately; and and (iv) to except as disclosed on Schedule 4.9(a), the knowledge buildings and improvements thereon are located within the boundary lines of the Principal Stockholderdescribed parcels of land are not in violation of applicable setback requirements, there are no parties (other than zoning and building laws, and ordinances the Company) in possession of or holding any rights to take possession of any parcel of real property set forth on Schedule 2.3.24 of the Disclosure Schedules, other than tenants under any leases disclosed in Schedule 2.3.24 of the Disclosure Schedules who are in possession of space to which they are entitled and other than any parties holding rights, the exercise effect of which would have a Material Adverse Effect, and do not materially encroach on any easement which may burden the land; and adversely affect (v) to the current Knowledge of Parent, the land does not serve any adjoining property for any purpose inconsistent with the use or occupancy of the real property subject theretoland. (b) The Company leases Schedule 4.9(b) lists and describes all real property leased or subleases interests in real estate identified in Schedule 2.3.24 of subleased to the Disclosure Schedules (the "Leased Premises"; and, together with the Owned Premises, the "Real Estate")Company. With respect to each such parcel lease and sublease: (i) correct and complete copies thereof have been delivered to the Buyer; (ii) to the Knowledge of Parent, the lease or sublease is legal, valid binding, enforceable, and in full force and effect and will continue to be so on identical terms immediately following the consummation of the transactions contemplated hereby; and (iii) to the Knowledge of Parent, no party to the lease or sublease is in breach or default thereunder. The Company has good and marketable leasehold interests in, and enjoys peaceful and quiet possession of, all of the real property described in each lease and sublease set forth on Schedule 4.9(b) there are no disputes thereunder, and, to the Knowledge of Parent, there have been no threatened cancellations thereof. All necessary government approvals with respect to such leased property have been obtained, all necessary filings or registrations therefore have been made, and there have been, to the Knowledge of Parent, no threatened cancellations thereof and there are no outstanding disputes thereunder. The Company has performed all obligations required to be performed by it under such leases and all of such leased or subleased real property, except as set forth where the failure to do so would have a Material Adverse Effect and all equipment and fixtures on or serving such leased or subleased real property, are in Schedule 2.3.24 of the Disclosure Schedulesgood operating condition and repair, the Company is the lessee of each of the Leased Premises, ordinary wear and no party other than the Company has any right to possession, occupancy or use of any of the Leased Premises. A copy of each lease relating to the Leased Premises has been made available to RCGI and 399 Venture, together with all amendments and modifications thereto and subordination, attornment or non-disturbance agreements in respect thereoftear excepted.