Common use of Real Estate Clause in Contracts

Real Estate. The Company does not own and has never owned any real property. Section 4.10 of the Disclosure Schedule sets forth a true and accurate list of all real property leased, subleased or occupied by the Company (collectively with any improvements thereon, the “Leased Real Property”) and all leases, subleases, or other occupancy governing the Company’s rights and obligations thereto (the “Leases”) and with respect to each such Leased Real Property, the name of the lessor, the date and term of the Lease and each amendment thereto, the size of the leased premises, the current aggregate annual base rental payable thereunder, any extension and expansion options thereof, security deposit, and current estimated maintenance and like charges thereunder. The Company has delivered to the Buyer complete and accurate copies of the Leases. The Company does not occupy any space other than the Leased Premises. With respect to each Leased Real Property: (i) such Lease is legal, valid, binding, enforceable and in full force and effect against the Company, in accordance with the terms thereof and, to the Company’s Knowledge, against each other party thereto, in each case, subject to Enforceability Exceptions; (ii) such Lease will continue to be legal, valid, binding, enforceable and in full force and effect against the Company, and, to the Company’s Knowledge, against each other party thereto, immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing, subject to Enforceability Exceptions; (iii) the Company or, to the Knowledge of the Company, any other party, is not in breach or violation of, or default under, any such Lease; (iv) to the Company’s Knowledge, there are no disputes, oral agreements or forbearance programs in effect as to such Leased Real Property; (v) the Company has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the leasehold or sub-leasehold; (vi) the Leased Real Property are supplied with utilities and other services adequate for the operation of said facilities; and (vii) the Company is not obligated to pay any leasing or brokerage commission relating to such Leased Real Property and will not have any obligation to pay any leasing or brokerage commission upon the renewal of the Lease.

Real Estate. The Company does not own and has never (a) Within ten (10) days after the date hereof, the Lakers shall deliver to Buyer (i) title commitments (hereinafter collectively the "Title Commitment") dated on or after the date hereof, issued by Lawyers Title Insurance Corporation (the "Title Insurer") committing to issue an ALTA 1992 Form B Owner's Policy of Title Insurance for the Real Properties owned any real property. Section 4.10 of the Disclosure Schedule sets forth a true and accurate list of all real property leased, subleased or occupied by the Company or any Subsidiary (collectively including, without limitation, the Affiliate Real Estate, but excluding the Wiper Real Estate) in the aggregate amount of Two Million Six Hundred Thousand Dollars ($2,600,000), allocated among the owned Real Properties as determined by Buyer, which commitment shall be subject only to the Permitted Exceptions (collectively, the "Title Policy"); and (ii) copies of all documents, whether recorded or unrecorded, referred to in the Title Commitment. The Title Commitment shall also include the Title Insurer's commitment that it will endorse the Title Policy so as to delete standard pre-printed exceptions, all such endorsements being in form and substance satisfactory to Buyer. (b) The Title Policy shall also conform to the following specifications: (i) The insured will be the Company and the Buyer as their interests may appear; (ii) The policy will contain an affirmative statement of insurance to the effect that the knowledge of the Shareholders and the Company prior to Closing shall not be imputed to the Company or the Buyer (any additional cost for such statement shall be paid by Buyer); (iii) If available, the policy for all Real Properties other than the Affiliated Real Estate will contain an affirmative statement of insurance to the effect that notwithstanding any other terms and provisions of the policy to the contrary, in the event of loss or damage insured against under the terms of the policy, the Title Insurer will not deny liability under the policy on the ground that the insured did not pay value for the estate or interest insured by the policy; (iv) The policy shall contain a zoning endorsement in the form of ALTA Form 3.0; or the approved substantial equivalent thereof for the jurisdiction in which the Real Property is located showing the zoning classification of the Real Property and confirming that the current use of the Real Property is in conformance with the applicable zoning laws and use restrictions (any additional cost for such endorsement shall be paid by Buyer); (c) Within fifteen (15) days after the date hereof, the Lakers shall cause to be delivered to Buyer surveys of each of the parcels of real estate which comprise the owned Real Properties (other than the Wiper Real Estate) performed by surveyors registered in the state in which such property is located and certified by said surveyor to have been prepared in accordance with the minimum detail requirements of the American Land Title Association land survey standards for Class A surveys as of or after the date hereof, said certificates to be certified to the Company or the Subsidiary which owns such property and the Title Insurer. The surveys will comply with any improvements thereonrequirements of the Title Insurer as a condition to the removal of the survey exception from the standard pre-printed exceptions in the Title Commitment. In the event the surveys show any encroachments over a lot line, prohibited encroachments over any easement or any other matters which, in Buyer's reasonable opinion, does or could materially interfere with the use, operation, value or financing of any owned Real Properties or render title thereto unmarketable (other than encroachments disclosed in Part E of Disclosure Schedule 5.1 B) ("Survey Defects"), the “Leased Lakers shall prior to Closing either (i) remove or correct such encroachments or other matters or (ii) cause such encroachments or other matters to be insured over by the Title Insurer. (d) If the Title Commitment or the surveys disclose any Liens, easements, restrictions, reservations or other defects or any other matters objectionable to the Buyer, the Buyer shall advise the Shareholder Representative of the same in writing within fifteen (15) days after receipt by the Buyer of the last of the Title Commitment, the Survey and the documents affecting title for all of the Real Property”) and all leases, subleases, or other occupancy governing . Matters not objected to by the Company’s rights and obligations thereto (Buyer within said period shall be deemed to be Permitted Liens. As to any matters to which the “Leases”) and with respect to each such Leased Real PropertyBuyer objects, the name Shareholders shall remedy such matters as are susceptible of being remedied and shall, within ten (10) days after the lessorBuyer gives the Shareholder Representative notice of objection to such matters, the date and term of the Lease and each amendment thereto, the size of the leased premises, the current aggregate annual base rental payable thereunder, any extension and expansion options thereof, security deposit, and current estimated maintenance and like charges thereunder. The Company has have delivered to the Buyer complete and accurate copies a revised Title Commitment and/or surveys reflecting that such remedy has been effected. (e) The Lakers shall pay the costs of the Leases. The Company does not occupy Title Commitment and the Title Policy (including all premiums for all endorsements as described herein (unless otherwise stated herein) and any space other than special coverage as may be required to cure Survey Defects) and the Leased Premises. With respect to each Leased Real Property: (i) such Lease is legal, valid, binding, enforceable and in full force and effect against the Company, in accordance with the terms thereof and, to the Company’s Knowledge, against each other party thereto, in each case, subject to Enforceability Exceptions; (ii) such Lease will continue to be legal, valid, binding, enforceable and in full force and effect against the Company, and, to the Company’s Knowledge, against each other party thereto, immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing, subject to Enforceability Exceptions; (iii) the Company or, to the Knowledge of the Company, any other party, is not in breach or violation of, or default under, any such Lease; (iv) to the Company’s Knowledge, there are no disputes, oral agreements or forbearance programs in effect as to such Leased Real Property; (v) the Company has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the leasehold or sub-leasehold; (vi) the Leased Real Property are supplied with utilities and other services adequate for the operation of said facilities; and (vii) the Company is not obligated to pay any leasing or brokerage commission relating to such Leased Real Property and will not have any obligation to pay any leasing or brokerage commission upon the renewal of the Leasesurveys.

Real Estate. (a) Section 3.18 of the Company Disclosure Schedule identifies each parcel of real property owned or leased by the Company (the "Company Real Property"). The Company does has good, marketable, and indefeasible fee simple title to each property identified as owned by it free and clear of all Liens other than (i) Liens that do not, individually or in the aggregate, materially impair the conduct by the Company of its business thereon or materially detract from the value thereof, (ii) Liens for taxes accrued but not own yet payable, and has never owned any real property. Section 4.10 (iii) Liens that secure obligations of the Company under the CITBC Financing Agreement and under the United States National Bank of Oregon promissory note dated July 31, 1996 and related deed of trust ("Permitted Encumbrances"). The Company holds a valid leasehold interest under a lease or sublease covering each property identified as leased by it free and clear of all Liens other than Permitted Encumbrances. (b) Section 3.18 of the Company Disclosure Schedule sets forth a true and accurate list of all real property leasedtables that show, subleased or occupied by the Company (collectively with any improvements thereon, the “Leased Real Property”) and all leases, subleases, or other occupancy governing the Company’s rights and obligations thereto (the “Leases”) and with respect to each such Leased of the store leases included in the Company Real PropertyProperty (the "Company Store Leases"), (i) base rent for each fiscal year through 2002 and (ii) lease expiration, options, rent for the current fiscal year, rent during the first option period, and percentage rent. (c) After the execution and delivery of this Agreement, the name of Company will make available to the lessorParent a complete, the date and term of the Lease and each amendment thereto, the size of the leased premises, the current aggregate annual base rental payable thereunder, any extension and expansion options thereof, security depositcorrect, and current estimated maintenance and like charges thereunder. The Company has delivered to the Buyer complete and accurate copies copy of each of the Company Store Leases, including any modifications and supplements. The Except as set forth in Section 3.18 of the Company does not occupy any space other than the Leased Premises. With respect to each Leased Real Property: Disclosure Schedule, (i) such Lease is legal, valid, binding, enforceable and all of the Company Store Leases are in full force and effect against effect, (ii) the Company, in accordance with the terms thereof Company and, to the knowledge of Company’s Knowledge, against each all other party theretoparties to the Company Store Leases have, in each caseall material respects, subject to Enforceability Exceptions; (ii) such Lease will continue to be legalduly and timely performed their obligations and are not in default under the Company Store Leases, validand the Company is not currently withholding any rent due under any of the Company Store Leases, binding, enforceable and in full force and effect against the Company, and, to the Company’s Knowledge, against each other party thereto, immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing, subject to Enforceability Exceptions; (iii) the Company has not given or received any notice of a material default under any of the Company Store Leases, (iv) no event has occurred or condition exists that, with the giving of notice, the passage of time, or both, would constitute a material default by the Company or, to the Knowledge knowledge of the Company, any other partyparty under any of the Company Store Leases, is not in breach (v) neither the Company nor, to the knowledge of the Company, any other party has waived, or violation extended the time for the performance of, or default underany material obligations under the Company Store Leases, any such Lease; and (ivvi) to the knowledge of the Company’s Knowledge, there are none of the Company Store Leases is subject to any impending cancellation. (d) Except as set forth in Section 3.18 of the Company Disclosure Schedule, no disputes, oral agreements third parties have any rights to use or forbearance programs in effect as to such Leased occupy any of the Company Real Property; , whether as tenants, subtenants, holders of easements or licenses, or otherwise. (ve) The use of the Company has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the leasehold or sub-leasehold; (vi) the Leased Real Property by the Company in its business as presently and ordinarily conducted conforms with applicable zoning laws, regulations, and permits, except where the failure to conform would not have a Company Material Adverse Effect. In addition, (i) no zoning changes are supplied pending or, to the knowledge of the Company, threatened that would prohibit or make nonconforming the use of any of the Company Real Property as presently and ordinarily used, (ii) no condemnation or eminent domain proceedings are pending or, to the knowledge of the Company, threatened with utilities and other services adequate for respect to any of the operation of said facilities; Company Real Property, and (viiiii) no landlord or public authority is installing, or, to the Company is not obligated to pay any leasing or brokerage commission relating to such Leased Real Property and will not have any obligation to pay any leasing or brokerage commission upon the renewal knowledge of the LeaseCompany, planning to install, any material improvements the cost of which might, in full or in part, be assessed against the Company.

Real Estate. The Company does not own and has never owned Except as set forth on Schedule 12 attached hereto, neither the Borrower nor any of the Restricted Subsidiaries shall purchase any real propertyestate or enter into any sale/leaseback transaction. Section 4.10 Notwithstanding the foregoing, the Borrower may purchase the Office Building Assets pursuant to the Office Building Acquisition Agreement provided that (a) at all times prior to contribution of the Disclosure Schedule sets forth Office Building Assets to the Office Building Partnership (i) the Borrower grants a true negative pledge on the Office Building Assets to the Administrative Agent and accurate list delivers to the Administrative Agent all other documentation, including, without limitation, opinions of all real property leasedcounsel, subleased or occupied by an appraisal and a Phase I environmental audit which in the Company (collectively with any improvements thereon, reasonable opinion of the “Leased Real Property”) and all leases, subleases, or other occupancy governing the Company’s rights and obligations thereto (the “Leases”) and Managing Agents is appropriate with respect to each such Leased Real Propertygrant, including any documentation requested by the Banks (collectively, the name of "Office Building Documents") and (ii) not less than five (5) days prior to the lessorOffice Building Acquisition Date, the date and term of Borrower shall have provided the Lease and each amendment thereto, the size of the leased premises, the current aggregate annual base rental payable thereunder, any extension and expansion options thereof, security deposit, and current estimated maintenance and like charges thereunder. The Company has delivered to the Buyer complete and accurate Managing Agents with copies of the Leases. The Company does not occupy any space Office Building Acquisition Agreement, the Office Building Documents and all other than documents related to the Leased Premises. With transfer of the Office Building Assets to the Borrower, including, without limitation, lien search results from appropriate jurisdictions with respect to each Leased Real Property: the Office Building Assets, all of which shall be certified by an Authorized Signatory to be true, complete and correct, and all of which shall be in form and substance satisfactory to the Managing Agents; (b) prior to or simultaneously with the contribution of the Office Building Assets to the Office Building Partnership, (i) such Lease is legal, valid, binding, enforceable the Borrower shall have provided the Managing Agents with all documentation required by Section 5.13 hereof and in full force and effect against the Company, in accordance with the terms thereof and, to the Company’s Knowledge, against each other party thereto, in each case, subject to Enforceability Exceptions; (ii) such Lease will continue the Borrower shall have provided the Managing Agents with replacement Office Building Documents pursuant to be legal, valid, binding, enforceable and in full force and effect against which the Company, and, Office Building Partnership grants a negative pledge on the Office Building Assets to the Company’s Knowledge, against each other party thereto, immediately following the Closing in accordance with the terms thereof as in effect immediately prior Administrative Agent all of which replacement Office Building Documents shall be form and substance satisfactory to the Closing, subject to Enforceability Exceptions; Managing Agents and (iiic) the Company or, Borrower shall promptly cause the contribution of the Office Building Assets to the Knowledge of the Company, any other party, is not in breach or violation of, or default under, any such Lease; (iv) to the Company’s Knowledge, there are no disputes, oral agreements or forbearance programs in effect as to such Leased Real Property; (v) the Company has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the leasehold or sub-leasehold; (vi) the Leased Real Property are supplied with utilities and other services adequate for the operation of said facilities; and (vii) the Company is not obligated to pay any leasing or brokerage commission relating to such Leased Real Property and will not have any obligation to pay any leasing or brokerage commission upon the renewal of the LeaseOffice Building Partnership.

Real Estate. The Company does not own During the Interim Period, the Vendor will obtain title opinions from Vendor's Solicitors and has never owned any real property. Section 4.10 certificates of location from reputable Quebec surveyors (collectively the "Quebec Title Documents"), the whole in respect of the Disclosure Schedule sets forth a true and accurate list Owned Real Property located in the Province of all real property leased, subleased or occupied by Quebec. During the Company (collectively with any improvements thereonInterim Period, the “Leased Real Property”) and all leases, subleases, or other occupancy governing the Company’s rights and obligations thereto (the “Leases”) and Vendor will also obtain with respect to each such Leased the Owned Real PropertyProperty located in Massachusetts, an endorsement update to the title insurance policy currently issued by Old Republic National Title Insurance Policy (the "Update Endorsement"). In the event the Title Documents or the Update Endorsement reveal any defect or irregularity (the "Title Defects") which, in the Vendor's sole judgment, acting reasonably, causes the Vendor to breach any of its representations and warranties set forth in Sections 4.2(a) and 4.2(g) of this Agreement, the name of Vendor shall disclose the lessor, the date and term of the Lease and each amendment thereto, the size of the leased premises, the current aggregate annual base rental payable thereunder, any extension and expansion options thereof, security deposit, and current estimated maintenance and like charges thereunder. The Company has delivered Title Defects in writing to the Buyer complete Purchaser and accurate copies of the Leases. The Company does not occupy any space other than the Leased Premises. With respect to each Leased Real Property: (i) such Lease is legalproceed, valid, binding, enforceable and in full force and effect against the Companyits sole discretion, in accordance with one of the terms thereof andfollowing options: (a) the Vendor shall remedy the Title Defect prior to the Closing Date in order for the Vendor's representations and warranties affected by the Title Defect to be true and accurate as of the Closing Date; or (b) if the Vendor is unable or unwilling to remedy the Title Defect prior to the Closing Date as provided in paragraph (a) above, the Vendor shall arrange, with the Purchaser's cooperation, to subscribe for the Company’s KnowledgePurchaser's benefit at the Vendor's cost a title insurance policy or, against each other party theretowith respect to the Title Insurance Policy an endorsement, as the case may be, for the relevant Owned Real Property. Such policy or endorsement shall cover the risk resulting from the Title Defects and shall come into effect as of the Closing Date; in each case, subject consideration for this title insurance coverage the Purchaser shall deliver to Enforceability Exceptions; (ii) such Lease will continue to be legal, valid, binding, enforceable the Vendor as of the Closing Date a waiver of any rights and in full force and effect recourses which it would have against the Company, and, Vendor under this Agreement resulting from the Title Defects; or (c) the Vendor shall have the right to the Company’s Knowledge, against each other party thereto, immediately following the Closing terminate this Agreement in accordance with the terms thereof as in effect immediately prior provisions of Sections 7.4(b) and 7.5, unless the Purchaser agrees to deliver to the ClosingVendor, subject to Enforceability Exceptions; (iii) the Company or, to the Knowledge as of the CompanyClosing Date, a waiver of any other party, is not in breach or violation of, or default under, any such Lease; (iv) to rights and recourses which it would have against the Company’s Knowledge, there are no disputes, oral agreements or forbearance programs in effect as to such Leased Real Property; (v) Vendor under this Agreement resulting from the Company has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the leasehold or sub-leasehold; (vi) the Leased Real Property are supplied with utilities and other services adequate for the operation of said facilities; and (vii) the Company is not obligated to pay any leasing or brokerage commission relating to such Leased Real Property and will not have any obligation to pay any leasing or brokerage commission upon the renewal of the LeaseTitle Defects.

Real Estate. The Company does not own (i) Confirmation and has never owned Granting of Liens. (a) [intentionally omitted]. (b) In connection with any acquisition of real property by a Credit Party after the Effective Date, such Credit Party shall (x) at least thirty (30) days prior to the closing of the acquisition deliver to the Collateral Agent and the Lenders the following items, each in form and substance satisfactory to the Collateral Agent (i) a feasibility study for such real property. Section 4.10 , including comparisons with other similar projects, (ii) a report outlining the approval status of such real property (indicating expiration dates of approvals), (iii) a legal description of such real property sufficient for a mortgage and establishing that the Disclosure Schedule sets forth property constitutes a true legal lot or parcel under applicable subdivision laws, (iv) a report by an independent consultant satisfactory to Agent regarding investigation of such property for Hazardous Materials and accurate list compliance with Environmental Laws, with such report in form and substance satisfactory to Agent, (v) a cash flow schedule for such real property, (vi) a summary report updating land acquisition activity year-to-date, including a description of all real property leasedfuture development commitments, subleased or occupied by the Company and (collectively with any improvements thereonvii) such other documents, the “Leased Real Property”) instruments and all leases, subleases, or other occupancy governing the Company’s rights and obligations thereto (the “Leases”) and information with respect to each such Leased Real real property as the Collateral Agent or any Lender shall reasonably request, and (y) no more than thirty (30) days after the closing of the acquisition deliver to the Collateral Agent and the Lenders, in a form and substance satisfactory to the Collateral Agent, a current appraisal of such real property performed by an appraiser satisfactory to Agent. Collateral Agent may from time to time designate any real property of any Credit Party which is not Mortgaged Property (including any real property acquired after the Effective Date) as "Additional Mortgaged Property," in which case such Credit Party shall as promptly as possible (and in any event within thirty (30) days after such designation) deliver to Collateral Agent a fully executed Mortgage, in form and substance satisfactory to Collateral Agent together with title insurance policies and surveys as required by subsections 3.2D(i)(d) and 3.2D(i)(e) and any other documents or instruments as Collateral Agent shall reasonably request to perfect a valid and enforceable first priority mortgage on the respective Additional Mortgage Property, free and clear of all defects and encumbrances except for validly perfected and enforceable Permitted Encumbrances. (c) Concurrently with the placement of a Mortgage on any Additional Mortgage Property, the name Collateral Agent shall receive such estoppel letters, consents and waivers from the landlords and non- disturbance agreements from any holders of mortgages or deeds of trust on such real estate ("Leasehold Consents") as may be requested by Collateral Agent, which documents shall be in form and substance satisfactory to Collateral Agent. (d) Within thirty (30) days following delivery of any Mortgage with respect to Additional Mortgaged Property, Company shall deliver or cause to be delivered to Collateral Agent ALTA lenders title insurance policies issued by title insurers reasonably satisfactory to Collateral Agent (the "Mortgage Policies"), in form and substance, and in amounts, reasonably satisfactory to Collateral Agent assuring Lenders that the Mortgages are valid and enforceable first priority mortgage liens on the respective Additional Mortgaged Properties, free and clear of all defects and encumbrances except Permitted Encumbrances. The Mortgage Policies shall be in form and substance reasonably satisfactory to Collateral Agent and shall include a last dollar endorsement (to the extent permitted by applicable laws and regulations) and an endorsement for future advances under this Amended Loan Agreement, the Notes and the other Loan Documents, for mechanics' liens and for any other matter that Collateral Agent may reasonably request, and shall provide for affirmative insurance and such reinsurance as Collateral Agent may request all of the lessorforegoing in form and substance satisfactory to Collateral Agent. (e) Within thirty (30) days following delivery of any Mortgage with respect to any Additional Mortgaged Property, the date and term of the Lease and each amendment thereto, the size of the leased premises, the current aggregate annual base rental payable thereunder, any extension and expansion options thereof, security deposit, and current estimated maintenance and like charges thereunder. The Company has shall deliver or cause to be delivered to Collateral Agent current surveys, certified by a licensed surveyor (or, with the Buyer complete Collateral Agent's consent, current approved subdivision maps), for such Mortgaged Property. All such surveys shall be certified to the Collateral Agent and accurate copies of the Leases. The Company does not occupy any space other than the Leased Premises. With respect to each Leased Real Property: (i) such Lease is legal, valid, binding, enforceable and in full force and effect against the Company, title insurer as having been prepared in accordance with the terms thereof andminimum standard detail requirement for land title surveys as adopted by the American Land Title Association and by the American Congress of Surveying and Mapping. (f) Collateral Agent may obtain, to at the Company’s KnowledgeBorrowers' expense, against each other party thereto, in each case, subject to Enforceability Exceptions; (i) appraisals of any Mortgaged Property and Additional Mortgaged Property and (ii) annual updates to appraisals (including updates of any appraisals obtained pursuant to clause (i) of this subsection 3.2D(i)(f)). All such Lease appraisals shall be in form and substance satisfactory to Collateral Agent. Collateral Agent may also obtain, at the Borrowers' expense, such audits of the Collateral as Collateral Agent may request; provided that the Collateral Agent may not request more than four audits in any Fiscal Year. Such audits may include, without limitation, on site inspections of the Collateral. Such audits will continue to be legalconducted by Collateral Agent, valid, binding, enforceable and in full force and effect against the Company, and, to the Company’s Knowledge, against each other party thereto, immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing, subject to Enforceability Exceptions; (iii) the Company Lenders or, in Collateral Agent's discretion, third parties satisfactory to the Knowledge of the Company, any other party, is not in breach or violation of, or default under, any such Lease; (iv) to the Company’s Knowledge, there are no disputes, oral agreements or forbearance programs in effect as to such Leased Real Property; (v) the Company has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the leasehold or sub-leasehold; (vi) the Leased Real Property are supplied with utilities and other services adequate for the operation of said facilities; and (vii) the Company is not obligated to pay any leasing or brokerage commission relating to such Leased Real Property and will not have any obligation to pay any leasing or brokerage commission upon the renewal of the LeaseCollateral Agent.

Real Estate. The Company does not own and has never owned any real property. Section 4.10 of the Disclosure Schedule sets forth a true and accurate list of all real property leased, subleased or occupied by the Company (collectively with any improvements thereon, the “Leased Real Property”) and all leases, subleases, or other occupancy governing the Company’s rights and obligations thereto (the “Leases”) and with respect to each such Leased Real Property, the name of the lessor, the date and term of the Lease and each amendment thereto, the size of the leased premises, the current aggregate annual base rental payable thereunder, any extension and expansion options thereof, security deposit, and current estimated maintenance and like charges thereunder. The Company has delivered to the Buyer complete and accurate copies of the Leases. The Company does not occupy any space other than the Leased Premises. With respect to each Leased Real Property: (i) such Lease is legalProler has good and indefeasible title to each parcel of its Owned Property, validfree and clear of any Lien other than (x) liens for real estate taxes not yet due and payable; (y) recorded easements, bindingcovenants, enforceable and in full force and effect against other restrictions which do not impair the Companycurrent use, in accordance with occupancy or value of the terms thereof and, to the Company’s Knowledge, against each other party property subject thereto, and (z) encumbrances and restrictions described in each casethe title insurance policies and/or survey listed on Schedule 3.14(a), subject all of which policies have been previously delivered to Enforceability Exceptions; MTLM. (ii) such Lease will continue to be legal, valid, binding, enforceable and in full force and effect against the Company, and, to the Company’s Knowledge, against each other party thereto, immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing, subject to Enforceability Exceptions; (iii) the Company there are no pending or, to the Knowledge of Proler, threatened condemnation proceedings, suits or administrative actions relating to the CompanyOwned Properties or other matters affecting adversely the current use, any other partyoccupancy or value thereof; (iii) except as set forth on Schedule 3.14(a), is the legal descriptions for the parcels of Owned Property contained in the deeds thereof describe such parcels fully and adequately; the buildings and improvements are located within the boundary lines of the described parcels of land, are not in breach violation of applicable setback requirements, local comprehensive plan provisions, zoning laws and ordinances (and none of the properties or violation ofbuildings or improvements thereon are subject to "permitted non-conforming use" or "permitted non-conforming structure" classifications), building code requirements, permits, licenses or default underother forms of approval by any Governmental Authority, and do not encroach on any such Lease; easement which may burden the land; (iv) to all facilities have received all approvals of Governmental Authorities (including licenses and permits) required in connection with the Company’s Knowledgeownership or operation thereof and have been operated and maintained in material compliance with applicable laws, ordinances, rules and regulations; (v) there are no disputesContracts granting to any party or parties the right of use or occupancy of any portion of the parcels of Owned Property, oral agreements or forbearance programs in effect except as to such Leased Real Property; (v) the Company has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the leasehold or sub-leasehold; set forth on Schedule 3.14(a); (vi) there are no outstanding options or rights of first refusal to purchase the Leased Real parcels of Owned Property, or any portion thereof or interest therein; (vii) there are no parties (other than the Proler Companies) in possession of the parcels of Owned Property, other than tenants under any leases disclosed in Schedule 3.14(a) who are in possession of space to which they are entitled; (viii) all facilities located on the parcels of Owned Property are supplied with utilities and other services adequate necessary for the operation of said such facilities; (ix) each parcel of Owned Property abuts on and has direct vehicular access to a public road, or has access to a public road; (x) all improvements and buildings on the Owned Property are in good repair and adequate for the use of such Owned Property in the manner in which presently used; and and (viixi) there are no material service contracts, management agreements or similar agreements which affect the Company parcels of Owned Property, except as set forth on Schedule 3.14(a). (b) There are no material leases, licenses or similar agreements ("Leases") to which Proler is not obligated to pay any leasing or brokerage commission relating to such Leased Real Property and will not have any obligation to pay any leasing or brokerage commission upon the renewal of the Leasea party.

Real Estate. The Company does not own and has never owned any real property. Section 4.10 of Sellers shall cause the Disclosure Schedule sets forth a true and accurate list of all real property leased, subleased or occupied by Target Group Companies to use their reasonable endeavours to take the Company (collectively with any improvements thereon, following actions on the “Leased Real Property”) and all leases, subleases, or other occupancy governing the Company’s rights and obligations thereto (the “Leases”) and following terms with respect to each such Leased Real Property, location indicated below: a) the name terms of any new lease or sub-lease (as applicable) in respect of the lessor, the date and term of the Lease and each amendment thereto, the size of the leased premises, the current aggregate annual base rental rent payable thereunder, any extension and expansion options thereof, security deposit, and current estimated maintenance and like charges thereunder. The Company has delivered to the Buyer complete and accurate copies of the Leases. The Company does not occupy any space other will be no greater than the Leased Premises. With respect to each Leased Real Propertyhigher of: (i) such Lease is legal, valid, binding, enforceable and the sum paid by the Target Group Company in full force and effect against the Company, relevant location in accordance with the terms thereof and, eighteen (18) months prior to the Company’s KnowledgeOffer Date; and (ii) the rent level specified in the table attached to document 22 listed at Schedule 5 of the Disclosure Letter for the new location; b) the other terms of the lease or sub-lease (as applicable) for the new location are consistent with prevailing market terms; c) save as otherwise indicated with respect to the locations below, against each other party theretothe consent of the Purchaser (not to be unreasonably withheld or delayed) shall be required prior to the Sellers: (i) entering into a new lease or sub-lease (as applicable); or (ii) agreeing to the extension of an existing lease or sub-lease (as applicable), in each case, subject for a term of greater than eighteen (18) months from the date of Completion; and d) the consent of the Purchaser (not to Enforceability Exceptionsbe unreasonably withheld or delayed) shall be required prior to the Sellers: (i) entering into a new lease or sub-lease (as applicable); or (ii) such Lease will continue to be legal, valid, binding, enforceable and in full force and effect against the Company, and, to the Company’s Knowledge, against each other party thereto, immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing, subject to Enforceability Exceptions; (iii) the Company or, to the Knowledge entering into an extension of the Company, any other party, is not in breach or violation of, or default under, any such Lease; (iv) to the Company’s Knowledge, there are no disputes, oral agreements or forbearance programs in effect as to such Leased Real Property; (v) the Company has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the leasehold an existing lease or sub-leasehold; lease (vias applicable), in each case, where the terms of such new or extended lease or sub-lease (as applicable) impose any requirements of material capital expenditure on any Target Group Company. Enter into a lease extension for a “virtual office” lease which has a contractual expiration of 31 May 2015. Enter into lease extensions for three (3) other Brazil leases (two (2) “virtual offices” expire on 30 November 2015 and the Leased Real Property are supplied main Sao Paolo lease on 31 December 2015). Renew lease (Regus agreement) when it expires on 31 December 2015. Tenant is currently renegotiating its existing lease with utilities the landlord. The landlord is to carry out proposed upgrade works at the entrance and other services adequate for stairway and in return the operation of said facilities; and (vii) the Company is not obligated existing lease will be extended to pay any leasing or brokerage commission relating to such Leased Real Property and will not have any obligation to pay any leasing or brokerage commission upon the renewal of the Leaseexpire in March 2017.

Real Estate. The Company does not own (a) As soon as practicable after the date of this Agreement, Seller shall obtain and has never owned any real property. Section 4.10 of the Disclosure Schedule sets forth a true and accurate list of all real property leasedfurnish to Purchaser, subleased or occupied by the Company (collectively with any improvements thereon, the “Leased Real Property”) and all leases, subleases, or other occupancy governing the Company’s rights and obligations thereto (the “Leases”) and with respect to each such Leased Real Property, the name of the lessor, the date and term of the Lease and each amendment thereto, the size of the leased premises, the current aggregate annual base rental payable thereunder, any extension and expansion options thereof, security deposit, and current estimated maintenance and like charges thereunder. The Company has delivered to the Buyer complete and accurate copies of the Leases. The Company does not occupy any space other than the Leased Premises. With respect to each Leased Real Property: (i) such Lease is legaleach parcel of Owned Real Estate and (ii) each parcel of Ground Leased Real Estate which has a site(s) situated thereon that was one of the top 400 revenue producing sites in fiscal 1998 (the "Designated Ground Leased Real Estate"), validan ALTA Form B (1992) title insurance commitment (each, bindinga "Commitment") in each case insuring Seller's interest, enforceable and in full force and effect against the Company, in accordance with the terms thereof and, to the Company’s Knowledge, against each other party theretoif any, in each caserelated guy wire and access easement, subject to Enforceability Exceptions; for the issuance of an ALTA Form B (ii1992) such Lease will continue to title insurance policy (each, a "Title Policy"), issued by Chicago Title Insurance Company (the "Title Company"), each in an amount mutually agreed upon between Seller and Purchaser and which Commitments shall be legal, valid, binding, enforceable and in full force and effect against the Company, and, to the Company’s Knowledge, against each other party thereto, immediately following the Closing in accordance with the terms thereof as in effect immediately delivered no less than fifteen (15) business days prior to the Closing, subject showing Purchaser as the proposed insured. Each Commitment may also include the general exceptions customarily set forth therein; provided, however, that with respect to Enforceability Exceptionsthe Owned Real Estate and Designated Ground Leased Real Estate, Seller shall deliver an ALTA statement and provide a Survey as required by the Title Company in connection with the issuance of "extended coverage" over such general exceptions. At Closing, Seller shall cause the Title Company to issue a "marked up" Title Policy for each parcel of Owned Real Estate and Designated Ground Leased Real Estate, and with "extended coverage" over the general exceptions, showing Purchaser as the insured. Notwithstanding anything stated herein to the contrary, Seller and Purchaser shall share equally the cost of the title premium for each Title Policy; provided, however, any endorsements to the Title Policy shall be issued at the sole cost and expense of Purchaser (other than endorsements issued to insure over an Unpermitted Exception). Seller shall cooperate with Purchaser in obtaining Title Policies and Surveys for the Ground Leased Real Estate other than the Designated Ground Leased Real Estate; provided, however, that Purchaser shall pay all costs and expenses related to such Title Policies and Surveys. (b) As soon as practicable after the date of this Agreement, Seller shall obtain and furnish to Purchaser, with respect to each parcel of Owned Real Estate and Designated Ground Leased Real Estate, a current survey (each, a "Survey") sufficient to cause the Title Insurer to delete the standard printed survey exception set forth in each Commitment, which Survey shall be certified to Seller, Purchaser and Purchaser's lender, and shall bear Purchaser's standard surveyor certificate in the form of the attached Attachment VI. Notwithstanding anything stated herein to the contrary, Seller and Purchaser shall share equally the cost of each Survey. (c) Purchaser shall have fifteen (15) days subsequent to the receipt of the later of the Commitment and the Survey for each parcel of Owned Real Estate or Designated Ground Leased Real Estate to notify Seller in writing as to Purchaser's objections relative to matters of title or survey for the applicable parcel of Owned Real Estate or Designated Ground Leased Real Estate other than (i) materialmen's, mechanics', carriers', workmen's, repairmen's and other like liens arising in the ordinary course of business, (ii) liens for current Taxes not yet due or payable or any Taxes being contested in good faith by Seller, (iii) the Company orany other covenants, conditions and restrictions, of record or otherwise, affecting title to the Knowledge Owned Real Estate or Designated Ground Leased Real Estate that could not reasonably be expected to result in a Material Adverse Effect on the use or marketability of the Companysuch real estate, any other party, is not in breach or violation of, or default under, any such Lease; and (iv) matters that were caused by Purchaser or any party claiming through or on behalf of Purchaser (such matters, the "Unpermitted Exceptions"). In the event Purchaser does not notify Seller of Unpermitted Exceptions within such fifteen (15) day period, Purchaser shall be deemed to have accepted the Commitment and Survey for the applicable parcel of Owned Real Estate or Designated Ground Leased Real Estate without objection, and Purchaser shall accept title to the Company’s Knowledgesame at Closing subject to the matters set forth in such Commitment and Survey (the "Permitted Exceptions"). In the event Purchaser notifies Seller of Unpermitted Exceptions within such fifteen (15) day period, then Seller shall use commercially reasonable efforts to cure the Unpermitted Exceptions by having the Title Company waive such exceptions or defects or commit to insure over the same. If Seller reasonably determines that it is unable to cure any Unpermitted Exception (1) due to impracticality, or (2) because it is not commercially reasonable to do so, Seller shall notify Purchaser in writing that Seller shall not cure such Unpermitted Exception(s). Unpermitted Exceptions that are accepted by Purchaser shall be deemed Permitted Exceptions. Purchaser hereby agrees that Seller need not remove liens, mortgages or security interests affecting the Owned Real Estate constituting Unpermitted Exceptions until the Closing, and that Seller shall have no obligation whatsoever to remove liens, mortgages, deeds of trust or security interests affecting the ground lessor's interest in the Ground Leased Real Estate. Seller shall reasonably cooperate, at no cost or expense to Seller, to enable Purchaser to obtain (i) subordination, non-disturbance and attornment agreements from any mortgagee of a ground lessor's interest in the Ground Leased Real Estate, and (ii) a lender's title insurance policy simultaneously issued with each Title Policy. (i) If, at the Closing, there remain Unpermitted Exceptions that Seller has committed to cure, and the estimated aggregate out-of-pocket cost (as determined by mutual agreement of the parties no later than five (5) days prior to the Closing) to cure such Unpermitted Exceptions exceeds One Million Dollars ($1,000,000), the amount of such costs in excess of One Million Dollars ($1,000,000) shall be held back from the Purchase Price and set aside and held in accordance with the escrow agreement in substantially the form attached hereto as Attachment VII (the "Escrow Agreement"), pending the cure of such Unpermitted Exceptions. In the event the parties are unable to agree on the amount to be held in escrow pursuant to the Escrow Agreement, or whether any amount shall be held in escrow, after good faith negotiations, such amount shall be the diminution in the fair market value of the affected real estate occasioned by reason of the existence of any such Unpermitted Exception(s) (the "Reduction Amount"), as determined by the average of two appraisals prepared by appraisers, one selected by each of Seller and Purchaser, each of which appraisers shall be independent and members in good standing of the American Institute of Real Estate Appraisers and shall have had not less than ten (10) years' experience with commercial real estate of the same type as the affected real estate in the location where such real estate is located. Each of Seller and Purchaser shall bear the costs of its respective appraiser, and, in the event a third appraiser is necessary, each of Seller and Purchaser shall share equally the costs of such appraiser. Each appraiser shall independently determine the diminution in the fair market value of the affected real estate and complete and forward to Seller and Purchaser their separate appraisal reports within forty-five (45) days after the parties' failure to agree. Any appraisal report not so forwarded within such time period shall be excluded. If only one such report is timely forwarded, then the appraisal set forth therein shall establish the Reduction Amount. If both reports are timely forwarded and the lower appraisal is not less than ninety percent (90%) of the higher appraisal, then the average of the two appraisals shall establish the Reduction Amount. If the lower appraisal is less than ninety percent (90%) of the higher appraisal, then the two appraisers shall meet and select an independent third appraiser within ten (10) days after the expiration of the forty-five (45) day period. In the event the two appraisers fail to so select a third appraiser, either party may obtain court appointment of such third appraiser. The third appraiser shall independently determine the diminution in the fair market value of the affected real estate and promptly complete and forward its report to Seller and Purchaser. The average of the two appraisals closest in amount shall be the Reduction Amount. (ii) If, at the Closing, there remain Unpermitted Exceptions that Seller has notified Purchaser that Seller is unwilling to cure, and the estimated aggregate out-of-pocket cost (as determined by mutual agreement of the parties no disputeslater than five (5) days prior to the Closing) to cure such Unpermitted Exceptions exceeds One Million Dollars ($1,000,000), oral agreements Purchaser shall take title to the affected real estate as it then exists, and, except as provided below, Purchaser shall deduct from the Purchase Price either an amount (but only that amount in excess of One Million Dollars ($1,000,000)) (A) agreed to by the parties as the estimated aggregate out-of-pocket cost of curing such Unpermitted Exception(s), or forbearance programs in effect (B) if the parties are unable to agree as to such amount an amount equal to the diminution in the fair market value of the affected real estate occasioned by reason of the existence of any such Unpermitted Exception(s), as determined in accordance with the appraisal method described above in clause (i); provided, however, that in the event the amount determined in accordance with either clause (i) above or this clause (ii) is less than One Million Dollars ($1,000,000), Purchaser shall have no right to a reduction in the Purchase Price. In no event shall Seller's liability, the amount held in escrow and the aggregate amount deducted from the Purchase Price pursuant to this Section 6.6(d), exceed in the aggregate Five Million Dollars ($5,000,000). (e) Notwithstanding anything to the contrary contained in this Agreement, in no event shall Seller be obligated to furnish Purchaser with Commitments or Title Policies for Owned Real Estate or Designated Ground Leased Real Property; (v) the Company has not assigned, transferred, conveyed, mortgaged, deeded Estate located in trust or encumbered any interest in the leasehold or sub-leasehold; (vi) the Leased Real Property are supplied with utilities and other services adequate for the operation of said facilities; and (vii) the Company jurisdictions where title insurance is not obligated issued, and accordingly, the failure of Seller to pay any leasing furnish Commitments or brokerage commission relating Title Policies in such jurisdictions shall not constitute a breach by Seller of this Agreement; provided, however that, subject to this Section 6.6, Seller will provide, if available or if it exists, the commercially reasonable equivalent to the Commitments or Title Policies in such Leased Real Property and will not have any obligation to pay any leasing or brokerage commission upon the renewal of the Leasejurisdictions.

Real Estate. The leases with Xxxxx Equity, Inc. ("Landlord") for ----------- office suites 202 and 219 at 0000 Xxxx Xxxxxxxxxx Xxxx, xx Xxxxxxxxxx, XX, as referenced in Schedule 3.16 hereto, are the only leases, licenses or other agreements relating to the use and occupancy of real property (the "Leases") to which the Company is a party, or to which the Purchaser shall otherwise be subject as purchaser of the Business. All of the lease agreements, addenda, amendments (including, without limitation, letter agreements) and other agreements comprising a part of the Leases are identified in Schedule 3.16, and Seller has heretofore delivered to Purchaser true, correct and complete copies of each of the Leases. Other than as set forth in Schedule 3.16, neither of the Leases has been amended as of this date. The Company does not own and has never owned any real property. Section 4.10 is in full possession of the Disclosure Schedule sets forth a true entire premises demised under the Leases, and accurate list no portion of all real property leasedsuch premises have been subleased, subleased licensed or occupied underlet by the Company in any manner. The actual security deposit heretofore paid and the actual rents (collectively basic and additional) currently paid by Purchaser under each of the Leases is as reflected on Schedule 3.16, and as of this date, rent has been paid through December 31, 1999, with he parties agreeing to apportion the Company's rental obligations at Closing as of 5:00 p.m. that day. To Seller's Knowledge, neither the Landlord, nor its agent, have declared the Company to be in default of its obligations under either of the Leases, and no other default exists thereunder by either party hereto, nor does there exist any improvements thereonfact or circumstance which, with the passage of time or the delivery of notice, or both, might ripen into a default or an event of default under either of the Leases. Without limitation of the foregoing, the “Leased Real Property”) and all leasesCompany is neither owed by the Landlord nor owes the Landlord any sum of money, subleases, construction obligation or other occupancy governing the Company’s rights and obligations thereto (the “Leases”) and with respect to each such Leased Real Property, the name of the lessor, the date and term of the Lease and each amendment thereto, the size of the leased premises, the current aggregate annual base rental payable thereunder, any extension and expansion options thereof, security deposit, and current estimated maintenance and like charges thereunderservices not heretofore paid or performed. The Company has delivered not been notified of any election by its Landlord purporting to the Buyer complete and accurate copies of the Leases. The Company does not occupy any space other than the Leased Premises. With respect elect to each Leased Real Property: (i) such Lease is legal, valid, binding, enforceable and in full force and effect against the Company, in accordance with the terms thereof and, to the Company’s Knowledge, against each other party thereto, in each case, subject to Enforceability Exceptions; (ii) such Lease will continue to be legal, valid, binding, enforceable and in full force and effect against the Company, and, to the Company’s Knowledge, against each other party thereto, immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing, subject to Enforceability Exceptions; (iii) relocate the Company orto other premises, to the Knowledge of the Company, any other party, is not in breach or violation of, or default under, any such Lease; (iv) to the Company’s Knowledge, there are no disputes, oral agreements or forbearance programs in effect as to such Leased Real Property; (v) and the Company has not assigned, transferred, conveyed, mortgaged, deeded in trust heretofore exercised any option to expand its premises or encumbered any interest in to accept additional premises made available by the leasehold or sub-leasehold; (vi) the Leased Real Property are supplied with utilities and other services adequate for the operation of said facilities; and (vii) the Company is not obligated to pay any leasing or brokerage commission relating to such Leased Real Property and will not have any obligation to pay any leasing or brokerage commission upon the renewal of the LeaseLandlord.

Real Estate. The Company does If and to the extent that the gross value generated from ----------- the sale or lease of the Real Estate exceeds the aggregate of the sum of (a) $15 million and (b) the fees, costs and expenses of the Purchaser and its Affiliates incident to the Real Estate, including, without limitation, the fees, costs and expenses of, leasing and selling the Real Estate, then, and in such event, such excess proceeds shall be split (i) 10% to Purchaser and (ii) 90% to the Debtors, provided however, in the event Purchaser receives a bona fide offer to sell or lease all or any portion of the Real Estate, Purchaser shall submit the offer to the Debtors for approval, and if Debtors do not own approve the offer within ten (10) business days, then Debtors shall pay the carrying costs for all or such portion, as the case may be, of the Real Estate described in the offer for a period of six (6) months and has never owned Debtors shall have the right to sell or lease all or such portion, as the case may be, of the Real Estate at its sole discretion within such six (6) month period; provided, however, that if the Debtors have an agreement with a bona fide purchaser for all or any portion, as the case may be, of the Real Estate and Debtors are continuing to pay the carrying costs for all or such portion, as the case may be, of the Real Estate, then Debtors shall continue to have the right to sell or lease all or such portion, as the case may be, of the Real Estate until such agreement is terminated or consummated. Notwithstanding the foregoing, if the Debtors sell or lease all or any portion, as the case may be, of the Real Estate during such six (6) month period described above, for less than the offer submitted to Debtors by Purchaser for such real property, Debtors shall pay the amount which is less than such offer to Purchaser. Section 4.10 of the Disclosure Schedule sets forth a true and accurate list of all If Debtors do not sell or lease such real property leasedwithin the six (6) month period described above, subleased Purchaser shall again have the right to sell or occupied lease such property and Purchaser shall pay the carrying costs from the end of such six (6) month period until such time as such property is sold or leased by another offer is submitted by Purchaser and rejected by Debtors. If the Company (collectively with any improvements thereonright to sell or lease the Real Estate reverts to the Purchaser, the “Leased Real Property”) and all leasesthen Debtors shall have no approval rights, subleases, or other occupancy governing the Company’s rights and obligations thereto (the “Leases”) and but Purchaser hereby agrees to use commercially reasonable efforts with respect to each the sale of such Leased Real Property, the name of the lessor, the date and term of the Lease and each amendment thereto, the size of the leased premises, the current aggregate annual base rental payable thereunder, any extension and expansion options thereof, security deposit, and current estimated maintenance and like charges thereunder. The Company has delivered to the Buyer complete and accurate copies of the Leases. The Company does not occupy any space other than the Leased Premises. With respect to each Leased Real Property: (i) such Lease is legal, valid, binding, enforceable and in full force and effect against the Company, in accordance with the terms thereof and, to the Company’s Knowledge, against each other party thereto, in each case, subject to Enforceability Exceptions; (ii) such Lease will continue to be legal, valid, binding, enforceable and in full force and effect against the Company, and, to the Company’s Knowledge, against each other party thereto, immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing, subject to Enforceability Exceptions; (iii) the Company or, to the Knowledge of the Company, any other party, is not in breach or violation of, or default under, any such Lease; (iv) to the Company’s Knowledge, there are no disputes, oral agreements or forbearance programs in effect as to such Leased Real Property; (v) the Company has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the leasehold or sub-leasehold; (vi) the Leased Real Property are supplied with utilities and other services adequate for the operation of said facilities; and (vii) the Company is not obligated to pay any leasing or brokerage commission relating to such Leased Real Property and will not have any obligation to pay any leasing or brokerage commission upon the renewal of the LeaseEstate.

Real Estate. (a) The Company does not own and has never owned any real property. . (b) Section 4.10 4.12(b) of the Disclosure Schedule sets forth a true lists and accurate list of describes briefly all real property leased, leased or subleased or occupied by the Company (collectively with any improvements thereon, the “Leased Real Property”) and all leases, subleases, or other occupancy governing to the Company’s rights and obligations thereto (the “Leases”) and with respect to each such Leased Real Property, the name of the lessor, the date and term of the Lease and each amendment thereto, the size of the leased premises, the current aggregate annual base rental payable thereunder, any extension and expansion options thereof, security deposit, and current estimated maintenance and like charges thereunder. The Company has Sellers have delivered to the Buyer correct and complete and accurate copies of the Leases. The Company does not occupy any space other than leases and subleases listed in Section 4.12(b) of the Leased PremisesDisclosure Schedule. With respect to each Leased Real Property: lease and sublease listed in Section 4.12(b) of the Disclosure Schedule: (i1) such Lease the lease or sublease is legal, valid, binding, enforceable against the Company and, to the Sellers' Knowledge, the landlord thereunder, and is to the Sellers' Knowledge in full force and effect against effect; (2) the Company, in accordance with the terms thereof and, to the Company’s Knowledge, against each other party thereto, in each case, subject to Enforceability Exceptions; (ii) such Lease lease or sublease will continue to be legal, valid, binding, enforceable enforceable, and in full force and effect against on identical terms following the Company, and, consummation of the Contemplated Transactions; (3) to the Company’s Sellers' Knowledge, against each other no party thereto, immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing, subject to Enforceability Exceptions; (iii) the Company or, to the Knowledge of the Company, any other party, lease or sublease is not in breach or violation ofdefault, and to the Sellers' Knowledge, no event has occurred which, with notice or lapse of time, would constitute a breach or default or permit termination, modification, or default under, any such Lease; acceleration thereunder; (iv4) to the Company’s Sellers' Knowledge, no party to the lease or sublease has repudiated any provision thereof; (5) to the Sellers' Knowledge, there are no disputes, oral agreements agreements, or forbearance programs in effect as to such Leased Real Property; the lease or sublease; (v6) with respect to each sublease, the representations and warranties set forth in paragraphs (1) through (5) above are true and correct with respect to the underlying lease; (7) the Company has not assigned, transferred, conveyed, mortgaged, deeded in trust trust, or encumbered any interest in the leasehold or sub-leasehold; subleasehold; (vi8) all facilities leased or subleased thereunder have received all approvals of governmental authorities (including licenses and permits) required in connection with the Leased Real Property Company's operations thereon and have been operated and maintained in accordance with applicable laws, rules, and regulations, except where the failure would not cause a Material Adverse Change; (9) all facilities leased or subleased thereunder are supplied with utilities and other services adequate necessary for the operation of said facilities; and and (vii10) the Company is not obligated Sellers have no reason to pay any leasing believe that the owner of the facility leased or brokerage commission relating to such Leased Real Property and will subleased does not have good and marketable title to the parcel of real property, free and clear of any obligation to pay any leasing Lien, easement, covenant, or brokerage commission upon other restriction, except for installments of special assessments not yet delinquent and recorded easements, covenants, and other restrictions which do not impair the renewal current use, occupancy, or value, or the marketability of title, of the Leaseproperty subject thereto.

Real Estate. The Company does not own and has never owned any real property. Section 4.10 of the Disclosure (a) Schedule sets forth 2.11 hereto contains (i) a true complete and accurate list of all real property (together with all buildings and structures thereon), owned or leased, subleased subleased, licensed or otherwise occupied by Seller in the Company conduct of the Business (collectively with any improvements thereon, the “Leased Real PropertyFacilities”) and (ii) identifies with specificity all leases, subleases, or licenses and other material occupancy governing the Company’s rights and obligations thereto arrangements (the “Leases”) relating to the Facilities. All such real property owned by Seller shall hereinafter be referred to as the “Owned Facilities” and all such real property leased, subleased, licensed or otherwise occupied by Seller (other than the Owned Facilities) shall hereinafter be referred to as the “Leased Facilities.” (b) With respect to each Owned Facility: (i) Seller has good, valid, marketable and indefeasible fee simple title to each such Owned Facility, except where the failure to have such title could not reasonably be expected to, individually or in the aggregate, materially detract from the value of the affected Owned Facility, materially impair the intended use of the affected Owned Facility, or materially impair the operations of Seller or the operations of the Business as currently conducted at such Owned Facility; (ii) Subject to Section 6.5, Seller has the requisite power and authority to grant Purchaser a leasehold or other similar interest in each Owned Facility, other than the Owned Facilities being transferred to Purchaser pursuant to Section 1.1(b)(iii); (iii) Other than Permitted Liens, no Owned Facility is subject to any Liens; and (iv) Except to the extent that such condition would not reasonably be expected to have a Material Adverse Effect or not have a material adverse effect on the affected Facility or materially impair the conduct of the Business as currently conducted, (A) no improvements erected on any Owned Facility encroaches on any adjoining property or street; (B) Seller is in actual, exclusive possession or control of each Owned Facility; and (C) each owned Facility and the use thereof by Seller in connection with the Business as currently used complies with all material covenants, easements and restrictions of record affecting such Owned Facility. (c) Except to the extent that such condition would not reasonably be expected to have a Material Adverse Effect or not have a material adverse effect on the affected Lease or Leased Facility or materially impair the conduct of the Business as currently conducted, with respect to each such Lease or Leased Real Property, the name of the lessor, the date and term of the Lease and each amendment thereto, the size of the leased premises, the current aggregate annual base rental payable thereunder, any extension and expansion options thereof, security deposit, and current estimated maintenance and like charges thereunder. The Company has delivered to the Buyer complete and accurate copies of the Leases. The Company does not occupy any space other than the Leased Premises. With respect to each Leased Real Property: Facility: (i) such Except as set forth on Schedule 2.11, (A) the basic rent, all additional rent and all other charges and amounts payable under any Lease is legal, valid, binding, enforceable by the lessee thereunder have been paid to date and in full force and effect against the Company, in accordance with the terms thereof and, to the Company’s Knowledge, against each other party thereto, in each case, subject to Enforceability Exceptions; (iiB) such Lease will continue all work required to be legal, valid, binding, enforceable and in full force and effect against performed under the CompanyLeases by Seller has been performed, and, to the Company’s Knowledgeextent that Seller is responsible for payment of such work, against each other party theretohas been fully paid for, immediately following the Closing in accordance with the terms thereof as in effect immediately prior whether directly to the Closing, subject contractor performing such work or to Enforceability Exceptions; such lessee as reimbursement therefor; (iiiii) the Company or, to the Knowledge No rent or other payment called for under any Lease has been paid more than 30 days in advance of the Companydue date, any other party, Seller is not in breach or violation of, of or default under, under any Lease and no security deposit or portion thereof deposited with respect to any Lease has been applied in respect of a breach or default under such LeaseLease which has not be been redeposited in full; and (iviii) to the Company’s KnowledgeExcept as set forth on Schedule 2.11, there are no disputesbrokerage commissions or finder’s fees due (or with the passage of time will become due) from Seller which are unpaid with regard to any of the Leases or the Leased Facilities. (d) With respect to the Facilities, oral agreements except in each case as is not material to the conduct of the Business as currently conducted: (i) The water, gas, electricity, telecommunications and other utilities serving the Facilities are currently adequate in all material respects to service the normal operations conducted thereon consistent with past practice; (ii) Each Facility has physical and, to Seller’s Knowledge, legal vehicular and pedestrian access to and from public roadways; (iii) Seller has not received any written notice for assessments for public improvements against any of the Facilities that remain unpaid and no such assessment has been proposed in writing. Seller has not received any written notice or forbearance programs order by any Authority, any insurance company which has issued a policy with respect to any of such Facilities or the Korea Fire Protection Association or other body exercising similar functions which (A) relates to any material violations of or material non-conformity with any applicable Law concerning zoning, building, safety or subdivision with respect to any of the Facilities, (B) claims any material defect or deficiency with respect to any of the Facilities or (C) requests the performance of any material repairs, alterations or other work to or in effect as any of the Facilities or in the streets bounding the same; (iv) There is no pending condemnation, expropriation, eminent domain or similar proceeding affecting all or any portion of any of the Facilities and, to Seller’s Knowledge, no such Leased Real Propertyproceeding is threatened; and (v) the Company has not assignedThe water, transferredoil, conveyedgas, mortgagedelectrical, deeded in trust or encumbered any interest in the leasehold or sub-leasehold; (vi) the Leased Real Property are supplied with utilities telecommunications, sewer, storm and waste water systems and other utility services adequate or systems for the Facilities which have been installed are operational and sufficient for the operation of said facilities; and (vii) the Company is not obligated to pay any leasing or brokerage commission relating to such Leased Real Property and will not have any obligation to pay any leasing or brokerage commission upon the renewal of the LeaseBusiness as currently conducted.

Real Estate. The Company does not own and has never owned any real property(a) OWNED PROPERTIES. Section 4.10 4.28 of the Disclosure Schedule Letter sets forth a true true, correct and accurate complete list of all real property leased, subleased or occupied (including improvements thereon) owned by the Company (collectively with any improvements thereoncollectively, the “Leased "Owned Real Property”) and all leases, subleases, or other occupancy governing the Company’s rights and obligations thereto (the “Leases”) and with respect to each such Leased Real Property, the name of the lessor, the date and term of the Lease and each amendment thereto, the size of the leased premises, the current aggregate annual base rental payable thereunder, any extension and expansion options thereof, security deposit, and current estimated maintenance and like charges thereunder. The Company has delivered to the Buyer complete and accurate copies of the Leases. The Company does not occupy any space other than the Leased Premises"). With respect to each Leased such parcel of Owned Real Property: (i) such parcel is free and clear of all encumbrances other than such encumbrances which do not materially interfere with the present use thereof; (ii) there are no leases, subleases, licenses, concessions, or other agreements, written or oral, granting to any person the right of use or occupancy of any portion of such parcel; and (iii) there are no outstanding actions, rights of first refusal or options to purchase such parcel. (b) LEASED PROPERTIES. Section 4.28(b) of the Disclosure Letter sets forth a true, correct and complete list of all of the leases and subleases ("Leases") and each leased and subleased parcel of real property in which the Company or any of its Subsidiaries is a tenant, subtenant, landlord or sublandlord (collectively, the "Leased Real Property") and for each Lease indicates whether or not the consent of the landlord thereunder will be required in connection with (i) the Merger, (ii) the assignment of the Leases as collateral in respect of the Financing (assuming it occurs on the terms set forth in the Financing Letters) or (iii) the other transactions contemplated by this Agreement. The Company (either directly or through a Subsidiary) holds a valid and existing leasehold or subleasehold interest or landlord or sublandlord interest as applicable, under each of the Leases described in Section 4.28(b) of the Disclosure Letter. The Company has delivered or made available to MergerSub true, correct, and complete copies of each of the Leases. With respect to each Lease: (i) the Lease is legal, valid, binding, enforceable and in full force and effect against the Company, in accordance with the terms thereof and, to the Company’s Knowledge, against each other party thereto, in each case, subject to Enforceability Exceptionseffect; (ii) such the Lease will continue to be legal, valid, binding, enforceable and in full force and effect against on the Company, and, to the Company’s Knowledge, against each other party thereto, immediately same terms and conditions following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing, subject to Enforceability ExceptionsEffective Time; (iii) neither the Company or(or its applicable Subsidiary), nor to the Knowledge knowledge of the Company, any other partyparty to the Lease, is not in breach or violation ofdefault under the Lease, and no event has occurred which, with notice or lapse of time, would constitute a breach or default underby the Company (or such Subsidiary) or permit termination, modification or acceleration under the Lease by any such Leaseother party thereto; (iv) the Company (or its applicable Subsidiary) has performed and will continue to perform all of its obligations under the Lease, (v) the Company has not, and to the knowledge of the Company’s Knowledge, no third party has repudiated any provision of the Lease; (vi) there are no disputes, oral agreements agreements, or forbearance programs in effect as to such Leased Real Property; the Lease other than (vx) those arising in the ordinary course of business and (y) those which, individually or in the aggregate, do not constitute a Material Adverse Effect on the Company has not assignedand its Subsidiaries, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the leasehold or sub-leaseholdtaken as a whole; (vi) the Leased Real Property are supplied with utilities and other services adequate for the operation of said facilities; and (vii) the Company is not obligated to pay any leasing or brokerage commission relating to such Leased Real Property and will not have any obligation to pay any leasing or brokerage commission upon the renewal of the Lease.41

Real Estate. (a) The Company and each of its subsidiaries does not own and has never owned any real property. Section 4.10 of property or any interest therein except as set forth on SCHEDULE 4.15(a) (the Disclosure "Owned Properties"), which Schedule sets forth a true and accurate list of all real property leased, subleased or occupied by the Company (collectively with any improvements thereon, the “Leased Real Property”) and all leases, subleases, or other occupancy governing the Company’s rights and obligations thereto (the “Leases”) and with respect to each such Leased Real Property, the name location of the lessor, the date and term of the Lease and each amendment thereto, the size of the leased premises, the current aggregate annual base rental payable thereunder, any extension and expansion options thereof, security deposit, and current estimated maintenance and like charges thereunder. The Company has delivered to the Buyer complete and accurate copies of the Leases. The Company does not occupy any space other than the Leased PremisesOwned Properties. With respect to each Leased Real such parcel of Owned Property: , except as set forth on SCHEDULE 4.15(a): (i) Red Cannxx xxx good and marketable title to the parcel of Owned Property, free and clear of any Lien other than (y) Liens for real estate taxes not yet due and payable, or (z) recorded easements, covenants, encumbrances and other restrictions which do not materially impair the current use or occupancy of the property subject thereto, and any matters that would be disclosed by an accurate and current survey of each of the other parcels of the Owned Properties which would not materially impair the current use or occupancy of the property so surveyed; (ii) there are no pending or threatened condemnation proceedings, suits or administrative actions relating to the Owned Properties materially affecting adversely the current use, occupancy or value thereof; (iii) the legal descriptions for the parcels of Owned Property contained in the deeds thereof describe such Lease parcels fully and adequately, and the Owned Properties are not located within any flood plain (such that a mortgagee would require a mortgagor to obtain flood insurance) for which any permits or licenses necessary to the use thereof have not been obtained; (iv) there are no outstanding options or rights of first refusal to purchase the parcels of Owned Property, or any portion thereof or interest therein; and (v) there are no parties (other than Red Cannxx xxx its subsidiaries) in possession of the parcels of Owned Property except pursuant to written leases entered into by Red Cannxx xx a subsidiary thereof with respect thereto in the capacity as landlord. (b) SCHEDULE 4.15(b) sets forth a list of all material leases, licenses or similar agreements to which Red Cannxx xx its subsidiaries is legala party, validwhich are for the use or occupancy of real estate owned by a third party and which are material to the operations or the business of Red Cannxx xxx its subsidiaries taken as a whole ("Leases")(copies of which have previously been furnished to Red Cannxx), bindingxn each case, enforceable setting forth (A) the lessor and lessee thereof, and (B) the street address of each property covered thereby (the "Leased Premises"). The Leases are in full force and effect against the Companyand have not been amended, in accordance with the terms thereof andand neither Red Cannxx xx its subsidiaries nor, to the Company’s Knowledgeknowledge of Red Cannxx, against each xxy other party thereto, thereto is in each case, subject to Enforceability Exceptions; (ii) such Lease will continue to be legal, valid, binding, enforceable and in full force and effect against the Company, and, to the Company’s Knowledge, against each other party thereto, immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing, subject to Enforceability Exceptions; (iii) the Company or, to the Knowledge of the Company, any other party, is not in material default or material breach or violation of, or default under, under any such Lease; (iv) to . No event has occurred which, with the Company’s Knowledgepassage of time or the giving of notice or both, there are no disputeswould cause a breach of or default under any of such Leases, oral agreements except for breaches or forbearance programs in effect as to such Leased Real Property; (v) the Company has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest defaults which in the leasehold or sub-leasehold; (vi) the Leased Real Property are supplied with utilities and other services adequate for the operation of said facilities; and (vii) the Company is aggregate could not obligated reasonably be expected to pay any leasing or brokerage commission relating to such Leased Real Property and will not have any obligation to pay any leasing or brokerage commission upon the renewal of the Leasea Red Cannxx Xxxerial Adverse Effect.

Real Estate. The Company does not own and has never owned Except as set forth on Schedule 12 attached hereto, neither the Borrower nor any of the Restricted Subsidiaries shall purchase any real propertyestate or enter into any sale/leaseback transaction. Section 4.10 Notwithstanding the foregoing, the Borrower or a Restricted Subsidiary may purchase the Office Building Assets pursuant to the Office Building Acquisition Agreement provided that (a) at all times prior to contribution of the Disclosure Schedule sets forth Office Building Assets to the Office Building Partnership (i) the Borrower grants a true negative pledge on the Office Building Assets to the Administrative Agent and accurate list delivers to the Administrative Agent all other documentation, including, without limitation, opinions of all real property leasedcounsel, subleased or occupied by an appraisal and a Phase I environmental audit which in the Company (collectively with any improvements thereon, reasonable opinion of the “Leased Real Property”) and all leases, subleases, or other occupancy governing the Company’s rights and obligations thereto (the “Leases”) and Administrative Agent is appropriate with respect to each such Leased Real Propertygrant, including any documentation requested by the Lenders (collectively, the name of "Office Building Documents") and (ii) not less than five (5) days prior to the lessorOffice Building Acquisition Date, the date and term of Borrower shall have provided the Lease and each amendment thereto, the size of the leased premises, the current aggregate annual base rental payable thereunder, any extension and expansion options thereof, security deposit, and current estimated maintenance and like charges thereunder. The Company has delivered to the Buyer complete and accurate Administrative Agent with copies of the Leases. The Company does not occupy any space Office Building Acquisition Agreement, the Office Building Documents and all other than documents related to the Leased Premises. With transfer of the Office Building Assets to the Borrower, including, without limitation, lien search results from appropriate jurisdictions with respect to each Leased Real Property: the Office Building Assets, all of which shall be certified by an Authorized Signatory to be true, complete and correct, and all of which shall be in form and substance satisfactory to the Administrative Agent; (b) prior to or simultaneously with the contribution of the Office Building Assets to the Office Building Partnership, (i) such Lease is legal, valid, binding, enforceable the Borrower shall have provided the Administrative Agent with all documentation required by Section 5.13 hereof and in full force and effect against the Company, in accordance with the terms thereof and, to the Company’s Knowledge, against each other party thereto, in each case, subject to Enforceability Exceptions; (ii) such Lease will continue the Borrower shall have provided the Administrative Agent with replacement Office Building Documents pursuant to be legal, valid, binding, enforceable and in full force and effect against which the Company, and, Office Building Partnership grants a negative pledge on the Office Building Assets to the Company’s Knowledge, against each other party thereto, immediately following the Closing in accordance with the terms thereof as in effect immediately prior Administrative Agent all of which replacement Office Building Documents shall be form and substance satisfactory to the Closing, subject to Enforceability Exceptions; (iii) the Company or, to the Knowledge of the Company, any other party, is not in breach or violation of, or default under, any such Lease; (iv) to the Company’s Knowledge, there are no disputes, oral agreements or forbearance programs in effect as to such Leased Real Property; (v) the Company has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the leasehold or sub-leasehold; (vi) the Leased Real Property are supplied with utilities and other services adequate for the operation of said facilitiesAdministrative Agent; and (viic) the Company is not obligated to pay any leasing or brokerage commission relating to such Leased Real Property and will not have any obligation to pay any leasing or brokerage commission upon Borrower shall promptly cause the renewal contribution of the LeaseOffice Building Assets to the Office Building Partnership.

Real Estate. The Company does not own and has never owned (a) Except as set forth on Schedule 3.13(a), neither the Partnership nor the Subsidiary owns any real propertyproperty or any interest therein other than those described in the unsigned draft Title Insurance Commitment issued by Lawyers Title Insurance Corporation (the "title insurer") as its Commitment No. Section 4.10 of 00602158 in the Disclosure form attached hereto as Schedule sets forth 3.13 (the "Title Insurance Commitment") (the property and interests described in such Title Insurance Commitment being referred to as the "Owned Properties"). In addition, the Partnership has delivered to Panthers a true and accurate list complete copy of all real property leasedthat certain ALTA Survey of the Owned Properties prepared by Rick Engineering Co. as its job no. 1969 dated May 24, subleased or occupied by the Company (collectively with any improvements thereon, the “Leased Real Property”) and all leases, subleases, or other occupancy governing the Company’s rights and obligations thereto 1996 (the “Leases”) and with respect to each such Leased Real Property, the name of the lessor, the date and term of the Lease and each amendment thereto, the size of the leased premises, the current aggregate annual base rental payable thereunder, any extension and expansion options thereof, security deposit"Xxrvey"), and current estimated maintenance and like charges thereunder. The Company has delivered to Schedule 3.13 (a) describes any additional title exceptions which would be disclosed on an updated ALTA survey prepared in the Buyer complete and accurate copies of same manner as the Leases. The Company does not occupy any space other than the Leased PremisesSurvey. With respect to each Leased Real such parcel of Owned 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) such Lease is legalThe Partnership has good and marketable title to or easements upon each parcel of Owned Property as set forth in the Title Insurance Commitment free and clear of any Lien, valideasement, bindingcovenant, enforceable and in full force and effect against the Company, in accordance with the terms thereof and, to the Company’s Knowledge, against each other party thereto, in each case, subject to Enforceability Exceptions; restriction or encumbrance; (ii) such Lease will continue to be legal, valid, binding, enforceable and in full force and effect against the Company, and, There are no pending or to the Company’s KnowledgePartnership's Knowledge threatened condemnation proceedings, against each other party thereto, immediately following the Closing in accordance with the terms thereof as in effect immediately prior suits or administrative actions relating to the ClosingOwned Properties or any access thereto or other matters affecting adversely the current use, subject to Enforceability Exceptions; occupancy or value thereof; (iii) The legal descriptions for the Company orparcels of Owned Property contained in the Title Insurance Commitment describe such parcels fully and adequately; the buildings and improvements are located within the boundary lines of the described parcels of land, 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 Knowledge of the Company, any other party, is use thereof have not in breach or violation of, or default under, any such Lease; been obtained; (iv) to the Company’s Knowledge, there There are no disputes, oral agreements outstanding options or forbearance programs in effect as rights of first refusal to such Leased Real Property; purchase the parcels of Owned Property or any portion thereof or interest therein; (v) All facilities located on the Company has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the leasehold or sub-leasehold; (vi) the Leased Real parcels of Owned Property are supplied with utilities and other services adequate necessary for the operation of said such facilities, including gas, electricity, water, telephone, sanitary sewer and storm sewer, all of which 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 condemnation or taking of, or any special assessment which may affect, any parcel of Owned Property; and and (vii) The Owned Property has access to 24th Street via the Company nonexclusive easement described as Paxxxx Xx. 0 xn Schedule A to the 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 Leases, 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 obligated in default under any such Lease to pay which it is an original party or of which it is an assignee since the date of such assignment, has no Knowledge of any leasing breach or brokerage commission relating default by the other party thereto or occurring prior to such Leased Real Property 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 Partnership, 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 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 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 option or right of refusal to acquire any portion of such Golf Course (the "Golf Course Agreements"). The Partnership has provided true and complete copies of 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 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 Replacement Golf and Maintenance Privilege Agreement dated January 1, 1980) has been waived. The Partnership is not in breach or default of any of its obligations under any of such Golf Course Agreements since the assignment thereof to the Partnership and has no Knowledge of any uncured breach or default thereunder which occurred prior to the assignment thereof to the Partnership. (f) Notwithstanding anything contained in Section 3.13, if the title insurance policy issued pursuant to the Title Insurance Commitment would cover any part of the loss or liability resulting from any breach of a representation or warranty in Section 3.13, or in Section 3.22 to the extent based thereon, then regardless of whether the amount of such title insurance coverage is sufficient to cover the full loss, the Partnership, Exchange Partners and Partners shall not be in breach or default under this Agreement or have any obligation liability, whether to pay any leasing Panthers, Panthers SPE, the title insurer or brokerage commission upon otherwise, in the renewal of event that such representation or warranty is inaccurate or incomplete in the Leaserespect covered by such title insurance policy.

Real Estate. The Company does not own and has never owned Except as set forth on Schedule 12 attached hereto, neither the Borrower nor any of the Restricted Subsidiaries shall purchase any real propertyestate or enter into any sale/leaseback transaction. Section 4.10 Notwithstanding the foregoing, the Borrower may purchase the Office Building Assets pursuant to the Office Building Acquisition Agreement provided that (a) at all times prior to contribution of the Disclosure Schedule sets forth Office Building Assets to the Office Building Partnership (i) the Borrower grants a true negative pledge on the Office Building Assets to the Administrative Agent and accurate list delivers to the Administrative Agent all other documentation, including, without limitation, opinions of all real property leasedcounsel, subleased or occupied by an appraisal and a Phase I environmental audit which in the Company (collectively with any improvements thereon, reasonable opinion of the “Leased Real Property”) and all leases, subleases, or other occupancy governing the Company’s rights and obligations thereto (the “Leases”) and Managing Agents is appropriate with respect to each such Leased Real Propertygrant, including any documentation requested by the Banks (collectively, the name of "Office Building Documents") and (ii) not less than five (5) days prior to the lessorOffice Building Acquisition Date, the date and term of Borrower shall have provided the Lease and each amendment thereto, the size of the leased premises, the current aggregate annual base rental payable thereunder, any extension and expansion options thereof, security deposit, and current estimated maintenance and like charges thereunder. The Company has delivered to the Buyer complete and accurate Managing Agents with copies of the Leases. The Company does not occupy any space Office Building Acquisition Agreement, the Office Building Documents and all other than documents related to the Leased Premises. With transfer of the Office Building Assets to the Borrower, including, without limitation, lien search results from appropriate jurisdictions with respect to each Leased Real Property: the Office Building Assets, all of which shall be certified by an Authorized Signatory to be true, complete and correct, and all of which shall be in form and substance satisfactory to the Managing Agents; (b) prior to or simultaneously with the contribution of the Office Building Assets to the Office Building Partnership, (i) such Lease is legal, valid, binding, enforceable the Borrower shall have provided the Managing Agents with all documentation required by Section 5.13 hereof and in full force and effect against the Company, in accordance with the terms thereof and, to the Company’s Knowledge, against each other party thereto, in each case, subject to Enforceability Exceptions; (ii) such Lease will continue the Borrower shall have provided the Managing Agents with replacement Office Building Documents pursuant to be legal, valid, binding, enforceable and in full force and effect against which the Company, and, Office Building Partnership grants a negative pledge on the Office Building Assets to the Company’s Knowledge, against each other party thereto, immediately following the Closing in accordance with the terms thereof as in effect immediately prior Administrative Agent all of which replacement Office Building Documents shall be form and substance satisfactory to the Closing, subject to Enforceability Exceptions; Managing Agents and (iiic) the Company or, Borrower shall promptly cause the contribution of the Office Building Assets to the Knowledge of the Company, any other party, is not in breach or violation of, or default under, any such Lease; (iv) to the Company’s Knowledge, there are no disputes, oral agreements or forbearance programs in effect as to such Leased Real Property; (v) the Company has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the leasehold or sub-leasehold; (vi) the Leased Real Property are supplied with utilities and other services adequate for the operation of said facilities; and (vii) the Company is not obligated to pay any leasing or brokerage commission relating to such Leased Real Property and will not have any obligation to pay any leasing or brokerage commission upon the renewal of the LeaseOffice Building Partnership."

Real Estate. The (a) Seller shall, within thirty (30) days following the date hereof, at its sole cost and expense, cause to be furnished to Buyer and the Title Company does not own and has never owned any real property. Section 4.10 one (1) copy each of a "Land Title Survey" (as that term is defined in the latest edition of the Disclosure Schedule sets forth a true and accurate list "Manual of all real property leasedPractice for Land Surveying, subleased or occupied in Texas" published by the Company (collectively with any improvements thereon, the “Leased Real Property”Texas Society of Professional Surveyors) and all leases, subleases, or other occupancy governing the Company’s rights and obligations thereto (the “Leases”"Survey") and with respect to each such Leased Real Property, the name of the lessorReal Estate, prepared and certified as to all matters shown thereon by a surveyor licensed by the date and term State of the Lease and each amendment thereto, the size of the leased premises, the current aggregate annual base rental payable thereunder, any extension and expansion options thereof, security deposit, and current estimated maintenance and like charges thereunderTexas ("Surveyor"). The Company has delivered to the Buyer complete and accurate copies of the Leases. The Company does not occupy any space other than the Leased Premises. With respect to each Leased Real Property: Survey shall bear (i) a certificate in substantially the same form as Exhibit H attached hereto and made a part hereof, and (ii) a notation stating whether or not a portion of the Real Estate is located in a 100-year flood plain, as shown on the current Federal Emergency Management Agency applicable to the Real Estate, and shall show the specific location of any portions of the Real Estate which may be located in any such Lease 100 year flood plan. (b) Within thirty (30) days following the date hereof, Seller shall, at its sole cost and expense, cause the Title Company to furnish to Buyer (i) a title commitment ("Commitment") showing Seller as the record title owner of the Real Estate, by the terms of which Commitment the Title Company agrees to issue to Buyer at Closing a basic owner's policy of title insurance ("Title Policy") in the amount of the Book Value of the Real Estate and Real Estate Improvements on the standard form therefor promulgated by the Texas Department of Insurance, insuring Buyer's fee simple title to the Real Estate to be good and indefeasible, subject to the terms of the Title Policy and the Schedule B exceptions, and (ii) photocopies of all documents ("Title Documents") describing all Schedule B title exceptions shown on the Commitment. As used herein, the term "Title Objection Period" shall mean a period commencing on the first (1st) day following Seller's delivery to Buyer of the last of the Survey, Commitment and Title Documents and ending twenty (20) days thereafter. All matters shown on the Survey and exceptions listed in the Commitment which are not objected to by Buyer by delivery of written notice to Seller within the Title Objection Period shall be conclusively deemed to be acceptable to Buyer. In the event Buyer timely objects to any title exception or Survey matter which would materially impair the ability of Buyer to utilize the Real Estate as a banking facility ("Title Objection"), Seller may, but shall not be obligated to, cure such Title Objection; provided, however, that if Seller is legalable and willing to eliminate or cure such Title Objection, validSeller shall notify Buyer in writing of such fact ("Seller's Title Notice") within ten (10) days following the Title Objection Period ("Seller's Notice Period"), bindingin which case the limitation or curing by Seller of the Title Objections shall be complete to the satisfaction of Buyer on or before the Closing Date. In the event Seller does not deliver Seller's Title Notice to Buyer within Seller's Notice Period, enforceable Buyer is deemed to be notified that Seller is unable or unwilling to cure the Title Objections. In the event Seller (A) does not deliver Seller's Title Notice, or (B) notifies Buyer that Seller is unable or unwilling to cure any Title Objection, Buyer shall be deemed to have waived the Title Objections unless within ten (10) days following the expiration of Seller's Notice Period, Buyer delivers to Seller written notice terminating its obligation to purchase the Real Estate. As used in this Agreement, the term "Permitted Exceptions" shall mean all title exceptions or Survey matters which would not materially impair the ability of Buyer to utilize the Real Estate as a banking facility, and all matters either shown on the Survey or listed in full force and effect against the CompanyCommitment to which Buyer does not raise a Title Objection within the Title Objection Period, or, having objected, Buyer waives or is deemed to have waived in accordance with the terms thereof andprovisions of this Section 4.10(b). Seller shall, at its sole cost and expense, provide to Buyer the basic Title Policy, reflecting only the Permitted Exceptions, as soon as practicable after the Closing Date. An endorsement to the Company’s KnowledgeTitle Policy amending the Survey exception, against each other party theretoif any, in each case, subject to Enforceability Exceptions; (ii) such Lease will continue to shall be legal, valid, binding, enforceable at Buyer's sole cost and in full force and effect against the Company, and, to the Company’s Knowledge, against each other party thereto, immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing, subject to Enforceability Exceptions; (iii) the Company or, to the Knowledge of the Company, any other party, is not in breach or violation of, or default under, any such Lease; (iv) to the Company’s Knowledge, there are no disputes, oral agreements or forbearance programs in effect as to such Leased Real Property; (v) the Company has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the leasehold or sub-leasehold; (vi) the Leased Real Property are supplied with utilities and other services adequate for the operation of said facilities; and (vii) the Company is not obligated to pay any leasing or brokerage commission relating to such Leased Real Property and will not have any obligation to pay any leasing or brokerage commission upon the renewal of the Leaseexpense.

Real Estate. Employee and Company jointly own Employee's principal residence as tenants in common with respective percentage undivided interests determined as follows: The Company does not own and has never owned any real property. Section 4.10 Company's interest shall be calculated by dividing $300,000 by the purchase price of the Disclosure Schedule sets forth Property, the result to be expressed as a true and accurate list of all real property leased, subleased or occupied percentage; Employee's interest shall be 100 percent minus the Company's interest. These respective percentage interests shall remain constant unless otherwise agreed by the Company and Employee or unless recalculated as provided below. Notwithstanding the foregoing, (collectively 1) Employee shall maintain the Property and pay all expenses associated with the Property, including but not limited to all mortgage payments; upkeep; taxes; insurance; homeowner association fees, if any; repairs and improvements (improvements shall be at Employee's option), and utilities; and (2) Employee shall not alienate his interest in the Property without the Company's consent. If the Employee fails or refuses for any improvements thereonreason to perform the obligations and make the payments called for in clause (1) of the foregoing sentence, the “Leased Real Property”Company may cause the obligations to be performed and/or make the payments and, at its option, (x) and all leases, subleasesdeduct any expenditures from the payment of any compensation to Employee called for by this Agreement on any reasonable basis, or (y) add the full amount of any expenditures directly to its $300,000 initial equity and, using the sum as the new numerator, recalculate the respective percentage undivided interests of the parties using as a denominator the same purchase price of the property. Employee shall execute and cooperate in the recording of all documents necessary to evidence the parties' agreement contained in this paragraph. Within 30 days of termination of Employee's employment for any reason, the parties shall agree on a valuation of the Property. If they cannot agree within that time, each party shall select a certified appraiser to perform an appraisal of the property at each selecting party's expense, and the appraisal shall be the average of the two appraisals. The valuation reached by either method shall be called the Agreed Valuation. Within (a) three years from the date of termination of Employee's employment due to death or Disability, (b) two years from the date of termination of Employee's employment in the event of a Termination for Cause or Constructive Termination, or (c) one year from the date of termination of Employee's employment in the event of a resignation by Employee (other occupancy governing than a Constructive Termination), Employee (or his estate) shall take such actions as are necessary to purchase the Company’s rights and obligations thereto ('s interest in the “Leases”) and with respect Property for a purchase price equal to each such Leased Real Property, the name of Company's percentage interest in the lessor, property at the date and term of appraisal times the Lease and each amendment thereto, the size of the leased premises, the current aggregate annual base rental payable thereunder, any extension and expansion options thereof, security deposit, and current estimated maintenance and like charges thereunderAgreed Valuation. The Company has delivered shall cooperate with Employee to sell the Buyer complete and accurate copies of Property under such circumstances if the Leases. The Company does not occupy any space other than the Leased Premises. With respect Employee is unwilling or unable to each Leased Real Property: (i) such Lease is legal, valid, binding, enforceable and in full force and effect against purchase the Company's interest, in accordance and Employee shall be deemed to have complied with the terms thereof and, to the Company’s Knowledge, against each other his purchase obligation under this Subparagraph if a purchasing third party thereto, in each case, subject to Enforceability Exceptions; (ii) such Lease will continue to be legal, valid, binding, enforceable and in full force and effect against the Company, and, to the Company’s Knowledge, against each other party thereto, immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing, subject to Enforceability Exceptions; (iii) pays the Company orthe purchase price. If the Employee is deemed to receive taxable income for any payment or reimbursement under this subparagraph, such payments will be grossed up to the Knowledge of the Company, any other party, is not in breach or violation of, or default under, any such Lease; (iv) to the Company’s Knowledge, there are no disputes, oral agreements or forbearance programs in effect as to such Leased Real Property; (v) the Company has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the leasehold or sub-leasehold; (vi) the Leased Real Property are supplied with utilities and other services adequate account for the operation of said facilities; and (vii) the Company is not obligated to pay any leasing or brokerage commission relating to such Leased Real Property and will not have any obligation to pay any leasing or brokerage commission upon the renewal of the Leaseall applicable income taxes.

Real Estate. (a) The Company does not own and has never owned any real property. . (b) Section 4.10 4.12(b) of the Disclosure Schedule sets forth a true lists and accurate list of describes briefly all real property leased, leased or subleased or occupied by the Company (collectively with any improvements thereon, the “Leased Real Property”) and all leases, subleases, or other occupancy governing to the Company’s rights and obligations thereto (the “Leases”) and with respect to each such Leased Real Property, the name of the lessor, the date and term of the Lease and each amendment thereto, the size of the leased premises, the current aggregate annual base rental payable thereunder, any extension and expansion options thereof, security deposit, and current estimated maintenance and like charges thereunder. The Company has Sellers have delivered to the Buyer correct and complete and accurate copies of the Leases. The Company does not occupy any space other than leases and subleases listed in Section 4.12(b) of the Leased PremisesDisclosure Schedule. With respect to each Leased Real Property: lease and sublease listed in Section 4.12(b) of the Disclosure Schedule: (i1) such Lease the lease or sublease is legal, valid, bindingbinding and enforceable against the Company and, enforceable and to the Sellers' Knowledge, the landlord thereunder, and, to Sellers' Knowledge in full force and effect against effect; (2) the Companylease or sublease will, in accordance with as of the terms thereof andClosing Date, to the Company’s Knowledge, against each other party thereto, in each case, subject to Enforceability Exceptions; (ii) such Lease will continue to be legal, valid, binding, enforceable and in full force and effect against the Company, and, to the Company’s Knowledge, against each other party thereto, on identical terms immediately following the Closing in accordance with consummation of the terms thereof as in effect immediately prior transactions contemplated hereby; (3) to the ClosingSellers' Knowledge, subject to Enforceability Exceptions; (iii) the Company or, no party to the Knowledge of the Company, any other party, lease or sublease is not in breach or violation ofdefault, and to the Sellers' Knowledge, no event has occurred which, with notice or lapse of time, would constitute a breach or default or permit termination, modification, or default under, any such Lease; acceleration thereunder; (iv4) to the Company’s Sellers' Knowledge, no party to the lease or sublease has repudiated any provision thereof; (5) to the Sellers' Knowledge, there are no disputes, oral agreements agreements, or forbearance programs in effect as to such Leased Real Property; the lease or sublease; (v6) with respect to each sublease, the representations and warranties set forth in paragraphs (1) through (5) above are true and correct with respect to the underlying lease; (7) the Company has not assigned, transferred, conveyed, mortgaged, deeded in trust trust, or encumbered any interest in the leasehold or sub-leaseholdsubleasehold; (8) all facilities leased or subleased thereunder have received all approvals of governmental authorities (including licenses and permits) required in connection with the Company's operations thereon and have been operated and maintained in accordance with applicable laws, rules, and regulations, except where a failure would not cause a Material Adverse Change; and (vi9) to the Leased Real Property Sellers' Knowledge, all facilities leased or subleased thereunder are supplied with utilities and other services adequate necessary for the operation of said facilities; and (vii) the Company is not obligated to pay any leasing or brokerage commission relating to such Leased Real Property and will not have any obligation to pay any leasing or brokerage commission upon the renewal of the Lease.

Real Estate. (a) The Company and each of its subsidiaries does not own and has never owned any real property. Section 4.10 of property or any interest therein except as set forth on SCHEDULE 3.15(A) (the Disclosure "Owned Properties"), which Schedule sets forth a true and accurate list of all real property leased, subleased or occupied by the Company (collectively with any improvements thereon, the “Leased Real Property”) and all leases, subleases, or other occupancy governing the Company’s rights and obligations thereto (the “Leases”) and with respect to each such Leased Real Property, the name location of the lessor, the date and term of the Lease and each amendment thereto, the size of the leased premises, the current aggregate annual base rental payable thereunder, any extension and expansion options thereof, security deposit, and current estimated maintenance and like charges thereunder. The Company has delivered to the Buyer complete and accurate copies of the Leases. The Company does not occupy any space other than the Leased PremisesOwned Properties. With respect to each Leased Real such parcel of Owned Property: , except as set forth on SCHEDULE 3.15(A): (i) the Company has good and marketable title to the parcel of Owned Property, free and clear of any Lien other than (y) Liens for real estate taxes not yet due and payable, or (z) recorded easements, covenants, encumbrances and other restrictions which do not materially impair the current use or occupancy of the property subject thereto, and any matters that would be disclosed by an accurate and current survey of each of the other parcels of the Owned Properties which would not materially impair the current use or occupancy of the property so surveyed; (ii) there are no pending or threatened condemnation proceedings, suits or administrative actions relating to the Owned Properties materially affecting adversely the current use, occupancy or value thereof; (iii) the legal descriptions for the parcels of Owned Property contained in the deeds thereof describe such Lease parcels fully and adequately, and the Owned Properties are not located within any flood plain (such that a mortgagee would require a mortgagor to obtain flood insurance) for which any permits or licenses necessary to the use thereof have not been obtained; (iv) there are no outstanding options or rights of first refusal to purchase the parcels of Owned Property, or any portion thereof or interest therein; and (v) there are no parties (other than the Company and its subsidiaries) in possession of the parcels of Owned Property except pursuant to written leases entered into by the Company or a subsidiary thereof with respect thereto in the capacity as landlord. (b) SCHEDULE 3.15(B) sets forth a list of all material leases, licenses or similar agreements to which the Company or its subsidiaries is legala party, validwhich are for the use or occupancy of real estate owned by a third party and which are material to the operations or the business of the Company and its subsidiaries taken as a whole ("Leases")(copies of which have previously been furnished to Red Cannxx), bindingxn each case, enforceable setting forth (A) the lessor and lessee thereof, and (B) the street address of each property covered thereby (the "Leased Premises"). The Leases are in full force and effect against and have not been amended, and neither the Company, in accordance with the terms thereof andCompany or its subsidiaries nor, to the Company’s Knowledge, against each other party thereto, in each case, subject to Enforceability Exceptions; (ii) such Lease will continue to be legal, valid, binding, enforceable and in full force and effect against the Company, and, to the Company’s Knowledge, against each other party thereto, immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing, subject to Enforceability Exceptions; (iii) the Company or, to the Knowledge knowledge of the Company, any other party, party thereto is not in material default or material breach or violation of, or default under, under any such Lease; (iv) to . No event has occurred which, with the Company’s Knowledgepassage of time or the giving of notice or both, there are no disputeswould cause a breach of or default under any of such Leases, oral agreements except for breaches or forbearance programs in effect as to such Leased Real Property; (v) the Company has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest defaults which in the leasehold or sub-leasehold; (vi) the Leased Real Property are supplied with utilities and other services adequate for the operation of said facilities; and (vii) the aggregate could not reasonably be expected to have a Company is not obligated to pay any leasing or brokerage commission relating to such Leased Real Property and will not have any obligation to pay any leasing or brokerage commission upon the renewal of the LeaseMaterial Adverse Effect.

Real Estate. The Company does not own (a) SECTION 3.16(a) OF THE SELLER PARTIES DISCLOSURE SCHEDULE contains a complete and has never owned any real property. Section 4.10 of the Disclosure Schedule sets forth a true and accurate correct list of all real property leasedLeases. Prior to the date hereof, subleased or occupied by true, correct and complete copies of all Leases relating to the Company (collectively with any improvements thereon, the “Leased Real Property”) Premises and all leasesamendments thereto have been made available by Seller Parties to Buyer, subleases, or other occupancy governing except for the Company’s rights leases under which Seller Parties are required to make monthly lease payments of not more than $2,500 individually and obligations thereto (the “Leases”which are set forth in SECTION 3.16(a) and with respect to each OF THE SELLER PARTIES DISCLOSURE SCHEDULE. All such Leased Real Property, the name of the lessor, the date and term of the Lease and each amendment thereto, the size of the leased premises, the current aggregate annual base rental payable thereunder, any extension and expansion options thereof, security deposit, and current estimated maintenance and like charges thereunder. The Company has delivered to the Buyer complete and accurate copies of the Leases. The Company does not occupy any space other than the Leased Premises. With respect to each Leased Real Property: (i) such Lease is legal, Leases are valid, binding, enforceable binding and in full force and effect against and are enforceable by the Companylessee thereunder and, except as set forth in accordance with SECTION 3.16(a) OF THE SELLER PARTIES DISCLOSURE SCHEDULE, grant such lessee the terms thereof exclusive right to use and occupy the Leased Premises. Each applicable Seller Entity, as applicable, has, and shall have as of the Closing, good and valid leasehold title to each of the Leased Premises. Except as set forth in SECTION 3.16(a) OF THE SELLER PARTIES DISCLOSURE SCHEDULE, all material covenants to be performed by the applicable Seller Entity, as applicable, and, to the Company’s Knowledgeknowledge of Seller Parties, against all material covenants to be performed by the lessor or sublessor under each Lease, have been performed in all material respects, and no event has occurred or circumstance exists which, with the delivery of notice or the passage of time or both, would constitute such a breach or default by the applicable Seller Entity, or the lessor or sublessor, or which would permit the termination, modification or acceleration of performance of the obligations of the applicable Seller Entity, or the lessor or sublessor, under any Lease, except for such violations, breaches, defaults, terminations, cancellations, accelerations, creations, impositions, suspensions, or revocations that are excused by or unenforceable as a result of Seller Parties' filing of the Petition(s), and except that Seller Parties have not made certain payments under certain Leases in connection with or in anticipation of the Chapter 11 Cases. (b) SECTION 3.16(b) OF THE SELLER PARTIES DISCLOSURE SCHEDULE contains a true, correct and complete list of all Owned Real Property, including the address of each parcel of Owned Real Property, the Seller Entity which owns such Owned Real Property and the current use (or uses) of such Owned Real Property. The applicable Seller Entities have, and shall have as of the Closing, good, valid and marketable title in fee simple to each of the Owned Real Property and to all buildings, structures and other party theretoimprovements thereon and all fixtures thereto (other than leased equipment), in each case, subject free and clear of any Encumbrances (other than Permitted Property Encumbrances) and except as set forth in SECTION 3.16(b) OF THE SELLER PARTIES DISCLOSURE SCHEDULE. (c) Except as set forth in SECTION 3.16(c) OF THE SELLER PARTIES DISCLOSURE SCHEDULE, no Seller Entity has received any written notice that (i) any condemnation proceeding is pending or threatened with respect to Enforceability Exceptions; the Premises or (ii) such Lease any material zoning, building or similar law, code, ordinance, order or regulation is or will continue be violated by the continued maintenance, operation or use of any buildings or other improvements on any of the Premises. (d) No certificate, permit or license from any Governmental Body having jurisdiction over any of the Premises or any agreement, easement or other right which is necessary to be legalpermit the lawful use and operation of the buildings and improvements on any of the Premises or which is necessary to permit the lawful use and operation of all driveways, valid, binding, enforceable roads and other means of egress and ingress to and from any of the Premises has not been obtained or is not in full force and effect against the Companyeffect, and, to the Company’s Knowledgeknowledge of Seller Parties, against each other party thereto, immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing, subject to Enforceability Exceptions; (iii) the Company or, to the Knowledge there is no pending threat of modification or cancellation of any of the Companysame. (e) Except as set forth in SECTION 3.16(e) OF THE SELLER PARTIES DISCLOSURE SCHEDULE, any other partyall buildings, is not in breach or violation of, or default under, any such Lease; (iv) to the Company’s Knowledge, there are no disputes, oral agreements or forbearance programs in effect as to such Leased Real Property; (v) the Company has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the leasehold or sub-leasehold; (vi) the Leased Real Property are supplied with utilities structures and other services improvements on any of the Premises and all fixtures thereto are structurally sound with no known material defects and are in good operating condition and repair and are adequate for the use and operation of said facilities; the Premises to which they relate in the conduct of the Acquired Business as presently conducted and require no maintenance, repairs or replacements, except for ordinary routine maintenance, repairs or replacements, which are not material in nature or cost. (viif) Except as set forth in SECTION 3.16(f) OF THE SELLER PARTIES DISCLOSURE SCHEDULE, no Seller Entity is a party to, or is obligated under any option, right of first refusal or other contractual right to sell, dispose of or lease any of the Company Premises or any portion thereof or interest therein to any Person or entity other than Buyer. (g) Subject to the entry of the 365 Order, except as set forth in SECTION 3.16(g) OF THE SELLER PARTIES DISCLOSURE SCHEDULE, no consent is not obligated required for the assignment of any Lease contemplated hereby. (h) Prior to pay the date hereof, except as set forth in SECTION 3.16(h) OF THE SELLER PARTIES DISCLOSURE SCHEDULE, Seller Parties have made available to Buyer for review true, correct and complete copies of all deeds, mortgages, surveys, licenses, leases, title insurance policies (including any leasing or brokerage commission underlying documents relating to such Leased Real Property Encumbrances), if any, or equivalent documentation with respect to the Premises and will not have other material documents relating to or affecting the title to the Premises. The agreements, instruments and documents listed in SECTION 3.16(h) OF THE SELLER PARTIES DISCLOSURE SCHEDULE are not, individually or together with any obligation other agreements, instruments or documents listed therein, material to pay any leasing or brokerage commission upon the renewal of the LeaseAcquired Business.

Real Estate. The Company does not own (i) Seller shall have obtained and has never owned any real property. Section 4.10 delivered to Buyer a written consent for the assignment of the Disclosure Schedule sets forth a true and accurate list of all real property leased, subleased or occupied by Ground Leases from the Company (collectively with any improvements thereon, the “Leased Real Property”) and all leases, subleases, landlord or other occupancy governing the Company’s rights and obligations party whose consent thereto is required under such Ground Leases (the “Leases”"Ground Lease Consent"), in form and substance reasonably satisfactory to Buyer and Buyer's lender, if such Ground Leases shall remain in effect after the Closing. (ii) Except as otherwise provided in Section 12 hereof, Seller shall have obtained and delivered to Buyer an estoppel certificate with respect to each such Leased Real Property, the name of the lessorGround Leases, the date and term of the Lease and each amendment thereto, the size of the leased premises, the current aggregate annual base rental payable thereunder, any extension and expansion options thereof, security deposit, and current estimated maintenance and like charges thereunder. The Company has delivered to the Buyer complete and accurate copies of the Leases. The Company does not occupy any space other dated no more than the Leased Premises. With respect to each Leased Real Property: thirty (i30) such Lease is legal, valid, binding, enforceable and in full force and effect against the Company, in accordance with the terms thereof and, to the Company’s Knowledge, against each other party thereto, in each case, subject to Enforceability Exceptions; (ii) such Lease will continue to be legal, valid, binding, enforceable and in full force and effect against the Company, and, to the Company’s Knowledge, against each other party thereto, immediately following the Closing in accordance with the terms thereof as in effect immediately days prior to the ClosingClosing Date, subject from the other party to Enforceability Exceptions; such Ground Lease, in a form reasonably acceptable to Buyer, and which, in the case of the Ground Lease with respect to the HUD Facility, shall include, without limitation, affirmation of tenant's purchase option contained therein. (iii) the Company or, Seller shall have obtained and delivered to Buyer an estoppel certificate with respect to the Knowledge of ALSA Agreement, dated no more than thirty (30) days prior to the CompanyClosing Date, any from the other partyparty to such ALSA Agreement, is not in breach or violation of, or default under, any such Lease; a form reasonably acceptable to Buyer. (iv) Seller shall have delivered to Buyer such non-foreign affidavits dated as of the Company’s Knowledge, there are no disputes, oral agreements or forbearance programs Closing Date and in effect as form and substance required under the Treasury Regulations issued pursuant to such Leased Real Property; Section 1445 of the Internal Revenue Code so that Buyer is exempt from withholding any portion of the Purchase Price thereunder. (v) To the Company extent that Buyer has not assignedidentified any lien that (A) Seller has, transferredat any time from the end of the Diligence Period to the Closing Date, conveyed, mortgaged, deeded in trust caused or encumbered any interest in permitted to be imposed on the leasehold or sub-leasehold; (vi) the Leased Real Property are supplied with utilities and other services adequate for the operation of said facilities; Senior Living Assets and (viiB) if in existence prior to the Company is not obligated to pay any leasing or brokerage commission relating to such Leased Real Property and will not have any obligation to pay any leasing or brokerage commission upon the renewal end of the LeaseDiligence Period, and if discovered by Buyer prior to the end of the Diligence Period, would have constituted a "Diligence Period Lien," Seller shall, on or prior to the Closing Date, pay or discharge in full such lien (or agree to reduce the Purchase Price by any unpaid amount), except for any such lien that Seller is contesting in good faith, as to which Seller shall have provided a bond or other commercially reasonable security.

Real Estate. (a) Within 45 days following the Closing Date, the Company will obtain, at its sole cost and expense, a loan policy of title insurance, ALTA 1970 Form B (amended 10/17/70 and 10/17/84), if available, and, if not available, in an alternative ALTA form which is acceptable to Collateral Agent, in its sole discretion, issued by the Title Company for each of the properties subject to the Realty Mortgages (collectively, the "Loan Policies" and individually, a "Loan Policy"), with a face value of not less than $75,000,000 insuring each mortgage or deed of trust, as appropriate, to be a valid Lien on such Real Estate free and clear of all defects and encumbrances except for any mortgage or deed of trust pursuant to the Syndicated Facility Documents with such endorsements and affirmative insurance (to the extent available) as the Collateral Agent, in its reasonable discretion, may require. (b) The Company does not own and has never owned any real property. Section 4.10 of agrees, to the Disclosure Schedule sets forth a true and accurate list of all real property leased, subleased or occupied by extent that the Company has or intends to furnish a Lien to the Agent and the Banks under the Syndicated Facility Documents on any Real Estate for which it may hold a leasehold interest (collectively with any improvements thereon"Leasehold Interest"): (a) to grant the Collateral Agent a mortgage, the “Leased Real Property”) and all leases, subleasesdeed of trust, or other occupancy governing security instrument, as appropriate ("Leasehold Security Instrument"), sufficient to constitute a Lien against such Leasehold Interest in form and substance reasonably satisfactory to it, (b) to provide the Company’s rights Collateral Agent with fully paid Chicago Title Insurance Company Lender's leasehold title insurance policies, insuring each Leasehold Security Instrument to be a valid Lien on such Real Estate free and obligations thereto clear of all defects and encumbrances except for any mortgage or deed of trust pursuant to the Syndicated Facility Documents with such endorsements and affirmative insurance (to the “Leases”extent available) as the Collateral Agent, in its reasonable discretion, may require, and (c) that Collateral Agent shall make appropriate fixture filings against any Real Estate for which the Agent and the Banks under the Syndicated Facility Documents has or intends to have a fixture filing with respect to each such Leased Real Property, the name of the lessor, the date and term of the Lease and each amendment thereto, the size of the leased premises, the current aggregate annual base rental payable thereunder, any extension and expansion options thereof, security deposit, and current estimated maintenance and like charges thereunder. The Company has delivered to the Buyer complete and accurate copies of the Leases. The Company does not occupy any space other than the Leased Premises. With respect to each Leased Real Property: (i) such Lease is legal, valid, binding, enforceable and in full force and effect against the Company, in accordance with the terms thereof and, to the Company’s Knowledge, against each other party thereto, in each case, subject to Enforceability Exceptions; (ii) such Lease will continue to be legal, valid, binding, enforceable and in full force and effect against the Company, and, to the Company’s Knowledge, against each other party thereto, immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing, subject to Enforceability Exceptions; (iii) the Company or, to the Knowledge of the Company, any other party, is not in breach or violation of, or default under, any such Lease; (iv) to the Company’s Knowledge, there are no disputes, oral agreements or forbearance programs in effect as to such Leased Real Property; (v) the Company has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the leasehold or sub-leasehold; (vi) the Leased Real Property are supplied with utilities and other services adequate for the operation of said facilities; and (vii) the Company is not obligated to pay any leasing or brokerage commission relating to such Leased Real Property and will not have any obligation to pay any leasing or brokerage commission upon the renewal of the LeaseLeasehold Interest.

Real Estate. The Company does not own (a) Each of the WM Asset Sellers and WM Companies, as applicable, has never owned any good, marketable and valid title to, or a valid leasehold interest in (subject to no Encumbrances other than Permitted Encumbrances) (i) the real property (together with all improvements located thereon and all of the rights and appurtenances to the real property including all right, title and interest in all air and water rights and easements and rights of way, in each case pertaining to the real property. Section 4.10 , and all strips and gores adjoining the real property) in which such WM Asset Seller or WM Company has a fee simple interest (which is set forth on Schedule 2.19(a)) (the “WM Owned Real Property”), and (ii) (x) the real property (together with all improvements located thereon) to which such WM Asset Seller or WM Company has a legal right pursuant to an agreement or conveyance, including easements, rights-of-way or other real property interests and which are material to the conduct of the Disclosure Schedule sets forth a true WM Assets or the WM Business (in respect of the WM Assets and accurate list the WM Companies) and (y) ground leases, leases and subleases of all real property leased, subleased (together with all improvements located thereon) pursuant to written agreements entered into by a WM Asset Seller or occupied by the WM Company (collectively with any improvements thereoneach, a “WM Existing Lease”) (clauses (x) and (y), collectively, the “WM Leased Real Property”) ” and all leases, subleases, or other occupancy governing together with the Company’s rights and obligations thereto (the “Leases”) and with respect to each such Leased WM Owned Real Property, the name “WM Real Property”). Such WM Existing Leases have not been assigned nor have the premises demised thereunder been subleased or licensed, in whole or in part, by any WM Asset Seller or WM Company. A complete and accurate, in all material respects, list of the lessorWM Owned Real Property and all material WM Leased Real Property (and the owner or lessee, as applicable, thereof and the date tax parcel identification numbers of each parcel thereof) is set forth on Schedule 2.19(a). (b) True, correct and term complete copies of all material WM Existing Leases in effect as of the Lease and each amendment thereto, Execution Date relating to the size WM Leased Real Property (including all WM Existing Leases in respect of the leased premises, the current aggregate annual base rental payable thereunder, any extension and expansion options thereof, security deposit, and current estimated maintenance and like charges thereunder. The Company has delivered WM Leased Real Property set forth on Schedule 2.19(a)) have been made available to the Buyer complete and accurate copies of the LeasesBuyer. The Company does not occupy any space other than the Leased Premises. With respect to each Leased Real Property: (i) All such Lease is legal, WM Existing Leases are valid, binding, enforceable binding and in full force and effect and are enforceable against the Company, in accordance with the terms thereof WM Asset Seller or WM Company party thereto and, to the Company’s KnowledgeKnowledge of the XX Xxxxxxx, against each the other party theretoparties thereto in accordance with their terms, in each case, subject to Enforceability Exceptions; (ii) such Lease will continue bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to be legalor affecting creditors’ rights and subject, validas to enforceability, binding, enforceable and in full force and effect against to general equity principles. None of the CompanyXX Xxxxxxx or any of the WM Companies has received written notice of any, and, to the Company’s Knowledge, against each other party thereto, immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing, subject to Enforceability Exceptions; (iii) the Company or, to the Knowledge of the CompanyXX Xxxxxxx there is no material default under any material WM Existing Leases. (c) Except as would not reasonably be expected to be material to the WM Business (in respect of the WM Assets and the WM Companies), the WM Assets and the WM Companies, taken as a whole, (i) the WM Companies have received no notice in writing of any other partypending or threatened condemnation, is not in breach rezoning or violation of, or default under, taking actions pending respecting any such Lease; WM Real Property and (ivii) to the Company’s KnowledgeKnowledge of the XX Xxxxxxx, there are no disputes, oral agreements all roads necessary for the conduct of the WM Business or forbearance programs in effect as to such Leased Real Property; (v) the Company has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the leasehold or sub-leasehold; (vi) the Leased Real Property are supplied with utilities and other services adequate for the operation of said facilities; and (vii) the WM Assets have either been completed or the applicable WM Seller or WM Company is not obligated to pay any leasing or brokerage commission relating to such Leased possesses all necessary rights-of-way therefor. The WM Real Property and will not have any obligation to pay any leasing or brokerage commission upon the renewal constitutes all of the Leasereal property currently used or held by any WM Seller, WM Parent or any of their respective Affiliates, or required, to conduct the WM Business as it is presently conducted. Except for any Permitted Encumbrance, none of the XX Xxxxxxx or WM Companies has granted any person (other than a WM Company) any right to occupy any WM Real Property.

Real Estate. The Company does not own and has never owned (a) With respect to any real property. Section 4.10 of the Disclosure Schedule sets forth a true and accurate list of all real property leased, subleased or occupied (x) owned by the Company (collectively with any improvements thereon, Issuer or a Guarantor on the “Leased Real Property”) and all leases, subleases, or other occupancy governing the Company’s rights and obligations thereto (the “Leases”) date of this Indenture and with respect to each which a mortgage has been granted for the benefit of the Senior Secured Credit Facility Secured Parties, within 180 days after the date of this Indenture or as soon as practical thereafter using commercially reasonable efforts, or (y) acquired after the date of this Indenture and having a fair market value exceeding $50.0 million that forms a part of the Collateral within 60 days after the date such Leased Real Propertyreal property is acquired (or, with respect to this clause (y), such later date as may be agreed to by the Bank Collateral Agent under the Credit Agreement, as set forth in an Officer’s Certificate delivered by the Issuer to the Trustee and the Notes Collateral Agent), the name of the lessorIssuer or Guarantor, the date and term of the Lease and each amendment theretoas applicable, the size of the leased premises, the current aggregate annual base rental payable thereunder, any extension and expansion options thereof, security deposit, and current estimated maintenance and like charges thereunder. The Company has delivered shall deliver to the Buyer complete and accurate copies Notes Collateral Agent the following: (1) a fully executed counterpart of a Mortgage covering the Leases. The Company does not occupy any space other than the Leased Premises. With respect to each Leased Real Property: (i) such Lease is legal, valid, binding, enforceable and in full force and effect against the Companyapplicable real property, in accordance with the terms thereof andrequirements of this Indenture, duly executed by the applicable Issuer or such Guarantor, together with such certificates, affidavits, questionnaires or returns as shall be required in connection with the recording or filing thereof, together with any necessary evidence satisfactory to the CompanyBank Collateral Agent of the completion (or arrangements satisfactory to the Bank Collateral Agent for the completion) (such agreement by the Bank Collateral Agent to be set forth in an Officer’s KnowledgeCertificate delivered by the Issuer to the Notes Collateral Agent and the Trustee) of all recordings and filings of such Mortgage (and payment of any taxes or fees in connection therewith), against each other party theretotogether with any necessary fixture filings, in each caseas may be necessary to create a valid, perfected first priority lien, subject to Enforceability Exceptionsno Liens other than Permitted Liens; (ii) such Lease will continue to be legala policy or policies or marked-up unconditional binder of title insurance, validas applicable, bindingin favor of the Notes Collateral Agent and its successors and/or assigns, enforceable in the form and in full force and effect against amount consistent with the Company, and, title insurance policies issued to the Company’s KnowledgeBank Collateral Agent under the Credit Agreement paid for by the Issuer, against each other party theretoissued by a nationally recognized title insurance company insuring the Lien of such Mortgage as a valid first priority Lien (subject to Permitted Liens) on the applicable real property described therein, immediately following together with such endorsements, coinsurance and reinsurance as required by the Closing Bank Collateral Agent under the Credit Agreement; (2) such surveys (or any updates or affidavits that the title insurance company may reasonably require in accordance connection with the terms thereof as in effect immediately prior issuance of the title insurance policies and sufficient for the title insurance company to remove the standard survey exception and issue the survey-related endorsements, (3) local counsel opinions consistent with the opinions delivered to the ClosingBank Collateral Agent under the Credit Agreement; and (4) such affidavits, subject to Enforceability Exceptions; (iii) certificates, instruments of indemnification and other items as shall be reasonably required and evidence of payment by the Company orIssuer of all search and examination charges, to mortgage recording taxes, fees, charges, costs and expenses required for the Knowledge recording of the Company, any other party, is not in breach or violation of, or default under, any such Lease; (iv) to Mortgages and the Company’s Knowledge, there are no disputes, oral agreements or forbearance programs in effect as to such Leased Real Property; (v) the Company has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the leasehold or sub-leasehold; (vi) the Leased Real Property are supplied with utilities and other services adequate for the operation of said facilities; and (vii) the Company is not obligated to pay any leasing or brokerage commission relating to such Leased Real Property and will not have any obligation to pay any leasing or brokerage commission upon the renewal issuance of the Leasetitle insurance policies.