Common use of Real Estate Clause in Contracts

Real Estate. With respect to real estate (including fixtures and improvements) owned by the Company or the Subsidiaries (the "OWNED REAL ESTATE"), and real estate (including fixtures and improvements) leased by the Company or the Subsidiaries (the "LEASED REAL ESTATE") (collectively, Owned Real Estate and Leased Real Estate shall be referred to herein as "REAL ESTATE"): (a) SCHEDULE 3.17 contains a description (including system name, county internal identification numbers and deed and map references) segregated by each of the Company and the Subsidiaries of each parcel of Owned Real Estate and a listing and description (including the parties, term, expiration date(s), address, and the general use description of the leased premises) of each written or oral lease regarding Leased Real Estate which is not otherwise set forth in SCHEDULE 3.16 hereto (the leases of Leased Real Estate described in SCHEDULE 3.16 and SCHEDULE 3.17 are collectively, the "LEASES"); (b) Except as set forth in SCHEDULE 3.17 hereto, there are no deferred property Taxes or assessments with respect to the Real Estate which may or will become due and payable as a result of the consummation of the transaction contemplated hereby; (c) The Company, and each Subsidiary, respectively, is the sole owner in fee simple title of each parcel of Owned Real Estate and each such parcel is free and clear of any and all Encumbrances, except (A) those parcels of Owned Real Estate that are held in fee simple determinable, fee simple subject to condition subsequent or are held solely pursuant to easement (perpetual or otherwise), and (B) (i) those Encumbrances set forth in SCHEDULE 3.17 hereto, (ii) municipal zoning ordinances, recorded or platted easements for public utilities and recorded building and use restrictions and covenants, (iii) general Real Estate Taxes and installments of special assessments payable in the year of Closing, and (iv) minor survey exceptions, Encumbrances, licenses, easements or reservations of, or rights of others for, oil, gas minerals, ores or metals, rights of way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions on the use of real property, minor defects in title or other similar charges or Encumbrances not interfering in any material respect with the Ordinary Course of Business of the Company or with the use or ownership of the Owned Real Estate (collectively the "PERMITTED ENCUMBRANCES"). To the Knowledge of the Company or the Shareholder, the Permitted Encumbrances and those Encumbrances set forth in SCHEDULE 3.17 hereto do not individually or in the aggregate materially impair or prohibit the current use or operation of the Owned Real Estate by the Company or the Subsidiaries; (d) Except as set forth in SCHEDULE 3.17 hereto, there are no condemnation Proceedings pending or, to the Knowledge of the Company or the Shareholder, Threatened with respect to all or any part of any parcel of Real Estate. SCHEDULE 3.17 hereto sets forth all private condemnation proceedings that have been initiated by the Company under a statutory power of condemnation granted by the North Carolina General Statutes (Chapter 40A, Section 40A-3(a)(1)); (e) To the Knowledge of the Company or the Shareholder, except for the Permitted Encumbrances and those Encumbrances set forth in SCHEDULE 3.17 hereto, there are no Encumbrances which materially and adversely affect the use or occupancy of all or any part of any parcel of Owned Real Estate or any easements; (f) Except as set forth in SCHEDULE 3.17 hereto, to the Knowledge of the Company or the Shareholder, the improvements located on each parcel of Real Estate, including fences, driveways and other structures occupied, used or claimed by the Company or the Subsidiaries, are wholly within the boundary lines of such parcels of Real Estate and such improvements and the present uses thereof by the Company and the Subsidiaries, as applicable, do not in any material respect infringe upon the rights of any other Person; (g) Except as set forth in SCHEDULE 3.17 hereto, to the Knowledge of the Company or the Shareholder, no buildings, fences, driveways or other structures of any adjoining owner encroach, in any material respect which interferes with the operation of the Business, upon any part of any parcel of Real Estate or any easements; (h) Except as set forth in SCHEDULE 3.17, the Company and the Subsidiaries, as applicable, have all easements (or access through public utility easements) on to private property, construction permits, highway encroachment agreements and permits (and other similar licenses and permits) and right-of-way-licenses reasonably necessary to conduct the Business and to use and operate the Real Estate in the manner it is currently being used and operated by the Company and the Subsidiaries, except where the failure to have any such easements or access, construction permits, highway encroachment agreements and permits (and other similar licenses and permits), and right-of-way licenses would not have a Material Adverse Effect; (i) Neither the Company nor any Subsidiary is in default in the performance of any material obligation under the Leases or easements, and to the Knowledge of the Company or the Shareholder, none of the other parties to the Leases or easements are in default in performance of their material obligations thereunder, the Leases and easements are in full force and effect, and neither the Company nor any of the Subsidiaries has assigned its rights under the Leases or easements; (j) Except as set forth in SCHEDULE 3.17 neither the Company nor any Subsidiary has leased or granted to any other Person or entity the right to use or occupy all or any portion of the Owned Real Estate, and the Owned Real Estate is not subject to an option or right to purchase in favor of any Person or entity; (k) Except as set forth in SCHEDULE 3.17, no consents to or approval of the transactions contemplated by this Agreement are required from any Person or entity under the terms of the easements or Leases, and to the extent a consent or approval is required (each, a "REQUIRED CONSENT"), on or before Closing, the Shareholder shall, at its sole cost, obtain the Required Consent, in form reasonably satisfactory to the Purchaser; and (l) Except as set forth in SCHEDULE 3.17, each of the parcels of Owned Real Estate constitutes a separate tax parcel, and is not taxed with any other real property. The Purchaser acknowledges and agrees that the title commitment and survey work and documentation provided in Section 5.14 of this Agreement may contain additional information regarding the Owned Real Estate of which the Shareholder does not have Knowledge as of the date of this Agreement and, as a result, may be properly included in a Supplement submitted by the Shareholder in accordance with the terms of Section 13.21 of this Agreement.

Real Estate. With respect to (a) Schedule 3.24 sets forth an accurate legal description of all real estate (including fixtures and improvements) owned by Repap USA or any Subsidiary or for which Repap USA or any Subsidiary has contracted to become the Company or the Subsidiaries owner (the "OWNED REAL ESTATEOwned Real Estate"), including identification of the current owner of fee simple title thereto. The party identified as the owner on Schedule 3.24 is the legal and real estate (including fixtures equitable owner of good and improvements) leased by the Company or the Subsidiaries (the "LEASED REAL ESTATE") (collectively, marketable title in fee simple absolute to such Owned Real Estate and Leased Real Estate shall be referred to herein as "REAL ESTATE"): (a) SCHEDULE 3.17 contains a description (including system nameEstate, county internal identification numbers and deed and map references) segregated by each of the Company and the Subsidiaries of each parcel of Owned Real Estate and a listing and description (including the partiesbuilding, termstructures, expiration date(s), address, and the general use description of the leased premises) of each written or oral lease regarding Leased Real Estate which is not otherwise set forth in SCHEDULE 3.16 hereto spurtracks (the leases of Leased Real Estate described in SCHEDULE 3.16 and SCHEDULE 3.17 are collectively, the "LEASES"); (b) Except as set forth on Schedule 3.24) and improvements situated thereon and appurtenances thereto, in SCHEDULE 3.17 hereto, there are no deferred property Taxes or assessments with respect to the Real Estate which may or will become due and payable as a result of the consummation of the transaction contemplated hereby; (c) The Company, and each Subsidiary, respectively, is the sole owner in fee simple title of each parcel of Owned Real Estate and each such parcel is case free and clear of any all tenancies and all Encumbrancesother possessory interests, except (A) those parcels of Owned Real Estate that are held in fee simple determinablesecurity interests, fee simple subject to condition subsequent conditional sale or are held solely pursuant to easement (perpetual or otherwise)other title retention agreements, and (B) (i) those Encumbrances set forth in SCHEDULE 3.17 heretoliens, (ii) municipal zoning ordinancesencumbrances, recorded or platted easements for public utilities and recorded building and use restrictions and covenantsmortgages, (iii) general Real Estate Taxes and installments of special assessments payable in the year of Closingpledges, and (iv) minor survey exceptionsassessments, Encumbrances, licenses, easements or reservations of, or rights of others for, oil, gas minerals, ores or metalseasements, rights of way, sewerscovenants, electric linesrestrictions, telegraph and telephone lines reservations, options, rights of first refusal, defects in title, encroachments and other similar purposesburdens, or zoning or other restrictions except as disclosed on Schedule 3.24. Except as disclosed on Schedule 3.24, Repap USA and the use of real property, minor defects Subsidiaries are in title or other similar charges or Encumbrances not interfering in any material respect with the Ordinary Course of Business of the Company or with the use or ownership possession of the Owned Real Estate (collectively the "PERMITTED ENCUMBRANCES")Estate. To the Knowledge of the Company or the ShareholderAll contracts, the Permitted Encumbrances agreements, options and those Encumbrances set forth in SCHEDULE 3.17 hereto do not individually or in the aggregate materially impair or prohibit the current use or operation of undertakings affecting the Owned Real Estate by the Company or the Subsidiaries; (d) Except as are set forth in SCHEDULE 3.17 hereto, there Schedule 3.24 and are no condemnation Proceedings pending or, to the Knowledge of the Company or the Shareholder, Threatened with respect to all or any part of any parcel of Real Estate. SCHEDULE 3.17 hereto sets forth all private condemnation proceedings that have been initiated by the Company under a statutory power of condemnation granted by the North Carolina General Statutes (Chapter 40A, Section 40A-3(a)(1)); (e) To the Knowledge of the Company or the Shareholder, except for the Permitted Encumbrances legally valid and those Encumbrances set forth in SCHEDULE 3.17 hereto, there are no Encumbrances which materially binding and adversely affect the use or occupancy of all or any part of any parcel of Owned Real Estate or any easements; (f) Except as set forth in SCHEDULE 3.17 hereto, to the Knowledge of the Company or the Shareholder, the improvements located on each parcel of Real Estate, including fences, driveways and other structures occupied, used or claimed by the Company or the Subsidiaries, are wholly within the boundary lines of such parcels of Real Estate and such improvements and the present uses thereof by the Company and the Subsidiaries, as applicable, do not in any material respect infringe upon the rights of any other Person; (g) Except as set forth in SCHEDULE 3.17 hereto, to the Knowledge of the Company or the Shareholder, no buildings, fences, driveways or other structures of any adjoining owner encroach, in any material respect which interferes with the operation of the Business, upon any part of any parcel of Real Estate or any easements; (h) Except as set forth in SCHEDULE 3.17, the Company and the Subsidiaries, as applicable, have all easements (or access through public utility easements) on to private property, construction permits, highway encroachment agreements and permits (and other similar licenses and permits) and right-of-way-licenses reasonably necessary to conduct the Business and to use and operate the Real Estate in the manner it is currently being used and operated by the Company and the Subsidiaries, except where the failure to have any such easements or access, construction permits, highway encroachment agreements and permits (and other similar licenses and permits), and right-of-way licenses would not have a Material Adverse Effect; (i) Neither the Company nor any Subsidiary is in default in the performance of any material obligation under the Leases or easements, and to the Knowledge of the Company or the Shareholder, none of the other parties to the Leases or easements are in default in performance of their material obligations thereunder, the Leases and easements are in full force and effect, and, to the Knowledge of Repap, there are no defaults, offsets, counterclaims or defenses thereunder, and neither the Company nor any of the Subsidiaries has assigned its rights under the Leases or easements; (j) Except as set forth in SCHEDULE 3.17 neither the Company Repap USA nor any Subsidiary has leased received any notice that any default, offset, counterclaim or granted defenses thereunder exists. Repap has delivered or made available to any other Person Buyer correct and complete copies of all such contracts, agreements, options and undertakings, as well as copies of title commitments dated no less than one month prior to the date hereof. (b) Schedule 3.24 sets forth an accurate, correct and complete list of all real estate leased, subleased or entity the right to use or occupy all occupied by Repap USA or any portion of Subsidiary (such interests are the "Leased Real Estate" and, collectively with the Owned Real Estate, are the "Real Estate"), including identification of the lease or sublease (each a "Real Estate Lease") and the Owned parties thereto and list of contracts, agreements, leases, subleases, options and commitments, oral or written, affecting such Leased Real Estate or any interest therein to which Repap USA or any Subsidiary is a party or by which any of its interest in the Leased Real Estate is not subject bound. Repap USA or any Subsidiary has been in peaceable possession of the Leased Real Estate since the commencement of the original term of such Real Estate Lease. Repap has delivered to an option Buyer correct and complete copies of each Real Estate Lease. (c) To the Knowledge of Repap, no Real Estate is located within a flood or right to purchase in favor lakeshore erosion hazard zone for which flood insurance is now required under the National Flood Insurance Program. Neither the whole nor any portion of any Person Real Estate has been condemned, requisitioned or entity;otherwise taken by any public authority, and no notice of any such condemnation, requisition or taking has been received. To the Knowledge of Repap, no such condemnation, requisition or taking is threatened or contemplated. Repap has no Knowledge of any public improvements which may result in any material special assessments against or otherwise affect the Real Estate in any material way. (kd) Except To the Knowledge of Repap, except as set forth on Schedule 3.17 or 3.24, the Real Estate is in SCHEDULE 3.17material compliance with all applicable zoning, no consents to building, health, fire, water, use or approval similar statutes, codes, ordinances, laws, rules or regulations. To the Knowledge of Repap, the zoning of each parcel of Real Estate permits the existing improvements and the continuation following consummation of the transactions transaction contemplated by this Agreement are required from any Person or entity under the terms hereby of the Business of Repap USA and the Subsidiaries as presently conducted thereon. Repap USA and the Subsidiaries have all certificates of occupancy and authorizations required to utilize the Real Estate. To the Knowledge of Repap, Repap USA and the Subsidiaries have all easements and rights necessary to conduct their Businesses, including easements for all utilities, services, roadway, railway and other means of ingress and egress. To the Knowledge of Repap, Repap USA and the Subsidiaries hold such rights to off-site facilities as are necessary to ensure compliance in all material respects with all zoning, building, health, fire, water, use or Leasessimilar statutes, codes, ordinances, laws, rules or regulations and all such rights, to the extent held by Repap, shall be conveyed as directed by Buyer at Closing. Except as disclosed on Schedule 3.24, to the Knowledge of Repap, no fact or condition exists which would result in the termination or impairment of access to the Real Estate or discontinuation of sewer, water, electric, gas, telephone, waste disposal or other utilities or services in any manner that will reasonably likely have a consent or approval is required (eachMaterial Adverse Effect. Except as disclosed on Schedule 3.24, a "REQUIRED CONSENT"), on or before Closingto the Knowledge of Repap, the Shareholder shallfacilities servicing the Real Estate are in material compliance with all codes, at its sole costlaws, obtain the Required Consent, in form reasonably satisfactory to the Purchaser; andrules and regulations. (le) Except as set forth in SCHEDULE 3.17Repap has delivered or made available to Buyer accurate, correct and complete copies of all existing title insurance policies, title reports, surveys and environmental audits and similar reports, if any, with respect to each parcel of the parcels of Owned Real Estate constitutes a separate tax parcel, and is not taxed with any other real property. The Purchaser acknowledges and agrees that the title commitment and survey work and documentation provided in Section 5.14 of this Agreement may contain additional information regarding the Owned Real Estate of which the Shareholder does not have Knowledge as of the date of this Agreement and, as a result, may be properly included in a Supplement submitted by the Shareholder in accordance with the terms of Section 13.21 of this AgreementEstate.

Real Estate. With respect (a) Schedule 4.11(a) sets forth an accurate correct and complete list of (i) all Owned Real Estate, including a street address, record title holder and permanent index number. Schedule 4.11(a) also sets forth a brief description of each option held by any Xxxxxxx Corporation to acquire any real estate (including fixtures property and improvementsan accurate rent roll for all written leases or other agreements, if any, encumbering the Owned Real Estate. Xxxxxxx has made available to Advocate accurate, correct and complete copies of all such leases and agreements. The record title holder listed on Schedule 4.11(a) owned is the sole legal and equitable owner of all right, title, and interest in and has good, marketable, and insurable title in fee simple absolute to, and, except as disclosed by the Company or the Subsidiaries (the "OWNED REAL ESTATE")leases, and real estate (including fixtures and improvements) leased by the Company or the Subsidiaries (the "LEASED REAL ESTATE") (collectivelyis in possession of, all Owned Real Estate including the buildings, structures, sidetracks, and Leased improvements situated thereon and appurtenances thereto, in each case free and clear of all Encumbrances except for Permitted Encumbrances. To Xxxxxxx’x knowledge, except as set forth on Schedule 4.11(a), all leases and agreements set forth on Schedule 4.11(a) are legally valid and binding and in full force and effect; there are no defaults, offsets, counterclaims, or defenses thereunder; and no Xxxxxxx Corporation has received written notice of default, offset, counterclaim, or defense under any such leases or agreements. (b) Schedule 4.11(b) contains a brief description of each parcel of real estate that has been used for the last three (3) years in the conduct of the business of the Xxxxxxx Corporations and is not described, listed, or set forth in Schedule 4.11(a) hereto. (c) Except as set forth on Schedule 4.11(c), to Xxxxxxx’x knowledge, no Owned Real Estate shall be referred to herein as "REAL ESTATE"):is located within a flood hazard area, and neither the whole nor any portion of any Owned Real Estate has been condemned, requisitioned, or otherwise taken by any public or governmental authority, and no notice of any such condemnation, requisition, or taking has been received. To Xxxxxxx’x knowledge, no such condemnation, requisition, or taking is threatened or contemplated. There are no public improvements that may result in special assessments against or otherwise affect the Owned Real Estate. (ad) SCHEDULE 3.17 contains a description The Xxxxxxx Corporations have not been notified of any contemplated improvements to the Owned Real Estate by public or governmental authority, the cost of which is to be assessed as special taxes against the Owned Real Estate in the future except as set forth on Schedule 4.11(d). (including system namee) To Xxxxxxx’x knowledge, county internal identification numbers except as set forth on Schedule 4.11(e), the Owned Real Estate is in material compliance with all applicable zoning, building, health, fire, water, use, and deed similar statutes, codes, ordinances, laws, rules and map references) segregated by each of regulations. To Xxxxxxx’x knowledge, the Company and the Subsidiaries zoning of each parcel of Owned Real Estate and a listing and description (including permits the partiesexisting improvements. To Xxxxxxx’x knowledge, termthe Xxxxxxx Corporations have all licenses, expiration date(s)certificates of occupancy, addresspermits, and authorizations required to utilize the general use description Owned Real Estate. To Xxxxxxx’x knowledge, the Xxxxxxx Corporations have all necessary easements and rights including easements for all utilities, services, roadway, railway, and other means of ingress and egress. To Xxxxxxx’x knowledge, the Owned Real Estate includes all rights to any off-site facilities necessary to ensure compliance in all material respects with all zoning, building, health, fire, water, use, and similar statutes, codes, ordinances, laws, rules, and regulations. To Xxxxxxx’x knowledge, no fact or condition exists which would result in the termination or impairment of access to the Real Estate or discontinuation of sewer, water, electric, gas, telephone, waste disposal, or other utilities or services. (f) Xxxxxxx has delivered accurate, correct and complete copies of all existing title insurance policies, title reports, surveys, environmental audits, and similar reports, if any, with respect to each parcel of the leased premises) of each written or oral lease regarding Leased Owned Real Estate which is not otherwise set forth in SCHEDULE 3.16 hereto (the leases of Leased Real Estate described in SCHEDULE 3.16 and SCHEDULE 3.17 are collectively, the "LEASES");Estate. (bg) Except as set forth in SCHEDULE 3.17 heretoTo Xxxxxxx’x knowledge, there are no deferred property Taxes unrecorded liens or assessments with respect to the Real Estate which may or will become due and payable as a result of the consummation of the transaction contemplated hereby; (c) The Company, and each Subsidiary, respectively, is the sole owner in fee simple title of each parcel of Owned Real Estate and each such parcel is free and clear of any and all Encumbrances, except (A) those parcels of Owned Real Estate that are held in fee simple determinable, fee simple subject to condition subsequent or are held solely pursuant to easement (perpetual or otherwise), and (B) (i) those Encumbrances set forth in SCHEDULE 3.17 hereto, (ii) municipal zoning ordinances, recorded or platted easements for public utilities and recorded building and use restrictions and covenants, (iii) general Real Estate Taxes and installments of special assessments payable in the year of Closing, and (iv) minor survey exceptions, Encumbrances, licenses, easements or reservations of, or rights of others for, oil, gas minerals, ores or metals, rights of way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions on the use of real property, minor defects in title or other similar charges or Encumbrances not interfering in any material respect with the Ordinary Course of Business of the Company or with the use or ownership of the Owned Real Estate (collectively the "PERMITTED ENCUMBRANCES"). To the Knowledge of the Company or the Shareholder, the Permitted Encumbrances and those Encumbrances set forth in SCHEDULE 3.17 hereto do not individually or in the aggregate materially impair or prohibit the current use or operation of the Owned Real Estate by the Company or the Subsidiaries; (d) Except as set forth in SCHEDULE 3.17 hereto, there are no condemnation Proceedings pending or, to the Knowledge of the Company or the Shareholder, Threatened with respect to all or any part of any parcel of Real Estate. SCHEDULE 3.17 hereto sets forth all private condemnation proceedings that have been initiated by the Company under a statutory power of condemnation granted by the North Carolina General Statutes (Chapter 40A, Section 40A-3(a)(1)); (e) To the Knowledge of the Company or the Shareholder, except for the Permitted Encumbrances and those Encumbrances set forth in SCHEDULE 3.17 hereto, there are no Encumbrances which materially and adversely affect the use or occupancy of all or any part of any parcel of Owned Real Estate or any easements; (f) Except as set forth in SCHEDULE 3.17 hereto, to the Knowledge of the Company or the Shareholder, the improvements located on each parcel of Real Estate, including fences, driveways and other structures occupied, used or claimed by the Company or the Subsidiaries, are wholly within the boundary lines of such parcels of Real Estate and such improvements and the present uses thereof by the Company and the Subsidiaries, as applicable, do not in any material respect infringe upon the rights of any other Person; (g) Except as set forth in SCHEDULE 3.17 hereto, to the Knowledge of the Company or the Shareholder, no buildings, fences, driveways or other structures of any adjoining owner encroach, in any material respect which interferes with the operation of the Business, upon any part of any parcel of Real Estate or any easements; (h) Except as set forth in SCHEDULE 3.17, the Company and the Subsidiaries, as applicable, have all easements (or access through public utility easements) on to private property, construction permits, highway encroachment agreements and permits (and other similar licenses and permits) and right-of-way-licenses reasonably necessary to conduct the Business and to use and operate the Real Estate in the manner it is currently being used and operated by the Company and the Subsidiaries, except where the failure to have any such easements or access, construction permits, highway encroachment agreements and permits (and other similar licenses and permits), and right-of-way licenses would not have a Material Adverse Effect; (i) Neither the Company nor any Subsidiary is in default in the performance of any material obligation under the Leases or easements, and to the Knowledge of the Company or the Shareholder, none of the other parties to the Leases or easements are in default in performance of their material obligations thereunder, the Leases and easements are in full force and effect, and neither the Company nor any of the Subsidiaries has assigned its rights under the Leases or easements; (j) Except as set forth in SCHEDULE 3.17 neither the Company nor any Subsidiary has leased or granted to any other Person or entity the right to use or occupy all or encumbrances against any portion of the Owned Real Estate. (h) All buildings, structures, improvements, fixtures, facilities, equipment, and all components of all buildings, structures, and other improvements included within the Real Estate, including but not limited to the roofs and structural elements thereof and the heating, ventilation, air conditioning, plumbing, electrical, mechanical, sewer, waste water, storm water, paving and parking equipment, systems and facilities included therein (collectively, the “Improvements”), are in good operating condition and repair, subject to normal wear and maintenance and are usable in the regular and ordinary course of business, and no material maintenance, repair, or replacement thereof has been deferred except as set forth on Schedule 4.11(h). Only Xxxxxxx and the Xxxxxxx Corporations owned any Improvements. (i) To Xxxxxxx’x knowledge, there are no rights of possession, use, or otherwise, outstanding to any Person by reason of unrecorded leases, land contracts, sales contracts, options, or other comparable instruments which have not been previously disclosed to Advocate except as set forth on Schedule 4.11(i). (j) To Xxxxxxx’x knowledge, there are no material off record or undisclosed legal or equitable interests in any part of the Owned Real Estate is not subject to an option or right to purchase in favor of any Person or entity; (k) Except as set forth in SCHEDULE 3.17, no consents to or approval of the transactions contemplated owned by this Agreement are required from any Person or entity under the terms of the easements or Leases, and to the extent a consent or approval is required (each, a "REQUIRED CONSENT"), on or before Closing, the Shareholder shall, at its sole cost, obtain the Required Consent, in form reasonably satisfactory to the Purchaser; and (l) Except as set forth in SCHEDULE 3.17, each of the parcels of Owned Real Estate constitutes a separate tax parcel, and is not taxed with any other real property. The Purchaser acknowledges and agrees that the title commitment and survey work and documentation provided in Section 5.14 of this Agreement may contain additional information regarding the Owned Real Estate of which the Shareholder does not have Knowledge as of the date of this Agreement and, as a result, may be properly included in a Supplement submitted by the Shareholder in accordance with the terms of Section 13.21 of this AgreementPerson.

Real Estate. With respect to Schedule 3.20 sets forth a list and -------------------------- summary description of (i) all real estate (including fixtures and improvements) property owned by any of the Company SUBSIDIARIES and all buildings located thereon, other than real property acquired through salvage or the Subsidiaries subrogation (the "OWNED REAL ESTATEPROPERTY"); (ii) all material leases, subleases or other agreements under which any of the SUBSIDIARIES is the lessor or lessee of any real property; (iii) all material options held by any of the SUBSIDIARIES, and all material contractual obligations thereof, to purchase or acquire any interest in real estate property; and (including fixtures and improvementsiv) leased by the Company or the Subsidiaries (the "LEASED REAL ESTATE") (collectively, Owned Real Estate and Leased Real Estate shall be referred to herein as "REAL ESTATE"): (a) SCHEDULE 3.17 contains a description (including system name, county internal identification numbers and deed and map references) segregated by each all material contractual obligations of any of the Company SUBSIDIARIES to sell or dispose of any interest in real property. Except for PERMITTED EXCEPTIONS and the Subsidiaries of each parcel of Owned Real Estate and a listing and description (including the parties, term, expiration date(s), address, and the general use description of the leased premises) of each written or oral lease regarding Leased Real Estate which is not except as otherwise set forth in SCHEDULE 3.16 hereto Schedule 3.20: (1) One of the leases of Leased Real Estate described in SCHEDULE 3.16 and SCHEDULE 3.17 are collectively, SUBSIDIARIES owns fee simple title to the "LEASES")OWNED REAL PROPERTY; (b2) Except as set forth in SCHEDULE 3.17 heretoOne of the SUBSIDIARIES has good, there are no deferred property Taxes or assessments with respect valid and marketable title to the Real Estate which may or will become due and payable as a result of the consummation of the transaction contemplated hereby; (c) The CompanyOWNED REAL PROPERTY, and each Subsidiary, respectively, is the sole owner in fee simple title of each parcel of Owned Real Estate and each such parcel is free and clear of all title defects or objections, liens, claims, encumbrances, charges, security interests or other encumbrances of any nature whatsoever, including, without limitation, leases, chattel mortgages, pledges, conditional sales contracts, collateral security arrangements, and all Encumbrancesother title or interest retention arrangements, except (A) those parcels of Owned Real Estate that are held in fee simple determinable, fee simple and the OWNED REAL PROPERTY is not subject to condition subsequent or are held solely pursuant to any right of way, easement (perpetual or otherwiseother than easements of record), and building use restriction, exception, variance, reservation or limitation or any nature whatsoever; (B3) (i) those Encumbrances set forth in SCHEDULE 3.17 hereto, (ii) municipal zoning ordinances, recorded or platted easements for public utilities and recorded building and use restrictions and covenants, (iii) general Real Estate Taxes and installments of special assessments payable in the year of Closing, and (iv) minor survey exceptions, Encumbrances, licenses, easements or reservations of, or rights of others for, oil, gas minerals, ores or metalsThere are no options, rights of way, sewers, electric lines, telegraph and telephone lines and other similar purposes, first refusal or zoning or other restrictions on contracts of sale affecting the use of real property, minor defects in fee title or other similar charges or Encumbrances not interfering in any material respect with the Ordinary Course of Business of the Company or with the use or ownership of the Owned Real Estate (collectively the "PERMITTED ENCUMBRANCES"). To the Knowledge of the Company or the Shareholder, the Permitted Encumbrances and those Encumbrances set forth in SCHEDULE 3.17 hereto do not individually or in the aggregate materially impair or prohibit the current use or operation of the Owned Real Estate by the Company or the SubsidiariesOWNED REAL PROPERTY; (d4) Except as set forth in SCHEDULE 3.17 hereto, there are There is no condemnation Proceedings pending or, to the Knowledge of the Company or the ShareholderSELLER'S KNOWLEDGE, Threatened with respect to all or any part of any parcel of Real Estate. SCHEDULE 3.17 hereto sets forth all private threatened condemnation proceedings that have been initiated by the Company under a statutory power of condemnation granted by the North Carolina General Statutes (Chapter 40A, Section 40A-3(a)(1)); (e) To the Knowledge of the Company or the Shareholder, except for the Permitted Encumbrances and those Encumbrances set forth in SCHEDULE 3.17 hereto, there are no Encumbrances which materially and adversely affect the use or occupancy of all or any part portion of any parcel of Owned Real Estate or any easementsthe OWNED REAL PROPERTY; (f5) Except as set forth in SCHEDULE 3.17 hereto, to All improvements now situated on the Knowledge OWNED REAL PROPERTY are completely within the boundaries of the Company same, and none of the SUBSIDIARIES has received, and to SELLER'S KNOWLEDGE there is no, claim from or by any PERSON alleging or claiming that any portion of the OWNED REAL PROPERTY or the Shareholderimprovements, fixtures, equipment or personal property on the improvements located on each parcel OWNED REAL PROPERTY encroaches upon any real property, easement, or right of Real Estate, including fences, driveways and other structures occupied, used or claimed way held by the Company or the Subsidiaries, are wholly within the boundary lines of such parcels of Real Estate and such improvements and the present uses thereof by the Company and the Subsidiaries, as applicable, do not in any material respect infringe upon the rights of any other PersonPERSON; (g6) Except as set forth SELLER has made available to PURCHASER true and correct copies of surveys and appraisals in SCHEDULE 3.17 hereto, to the Knowledge of the Company or the Shareholder, no buildings, fences, driveways or other structures possession of any adjoining owner encroachof ANTHEM, in any material respect which interferes with SELLER, and the operation of SUBSIDIARIES, if any, relating to or affecting the Business, upon any part of any parcel of Real Estate or any easementsOWNED REAL PROPERTY; (h7) Except as set forth in SCHEDULE 3.17The use for which the OWNED REAL PROPERTY is now being used does not violate any applicable zoning, the Company and the Subsidiaries, continued use thereof as applicable, have all easements (or access through public utility easements) on to private property, construction permits, highway encroachment agreements and permits (and other similar licenses and permits) and right-of-way-licenses reasonably necessary to conduct the Business and to use and operate the Real Estate in the manner it is currently being used will not violate any subdivision, deed or other restriction; and (8) All leases set forth on Schedule 3.20 are valid, binding and operated by the Company and the Subsidiariesenforceable in accordance with their terms, except where to the failure extent that such enforcement may be subject to have any such easements bankruptcy, insolvency, reorganization, moratorium or access, construction permits, highway encroachment agreements and permits (and other similar licenses laws relating to creditors' rights and permits)remedies generally, and right-of-way licenses would not have a Material Adverse Effect; (i) Neither the Company nor any Subsidiary is in default in the performance of any material obligation under the Leases or easements, and to the Knowledge of the Company or the Shareholder, none of the other parties to the Leases or easements are in default in performance of their material obligations thereunder, the Leases and easements are in full force and effect, and neither the Company nor ; there are no existing defaults by any of the Subsidiaries SUBSIDIARIES thereunder; and no event of default has assigned its rights under occurred which (whether with or without notice, lapse of time or the Leases happening or easements; (j) Except as set forth in SCHEDULE 3.17 neither the Company nor any Subsidiary has leased or granted to occurrence of any other Person or entity the right to use or occupy all or event) would constitute a material default thereunder by any portion of the Owned Real EstateSUBSIDIARIES or, and the Owned Real Estate is not subject to an option or right to purchase in favor of any Person or entity; (k) Except as set forth in SCHEDULE 3.17SELLER'S KNOWLEDGE, no consents to or approval of the transactions contemplated by this Agreement are required from any Person or entity under the terms of the easements or Leases, and to the extent a consent or approval is required (each, a "REQUIRED CONSENT"), on or before Closing, the Shareholder shall, at its sole cost, obtain the Required Consent, in form reasonably satisfactory to the Purchaser; and (l) Except as set forth in SCHEDULE 3.17, each of the parcels of Owned Real Estate constitutes a separate tax parcel, and is not taxed with any other real property. The Purchaser acknowledges and agrees that the title commitment and survey work and documentation provided in Section 5.14 of this Agreement may contain additional information regarding the Owned Real Estate of which the Shareholder does not have Knowledge as of the date of this Agreement and, as a result, may be properly included in a Supplement submitted by the Shareholder in accordance with the terms of Section 13.21 of this Agreementparty thereto.

Real Estate. With respect to real estate (including fixtures and improvements) owned by the Company or the Subsidiaries (the "OWNED REAL ESTATE"), and real estate (including fixtures and improvements) leased by the Company or the Subsidiaries (the "LEASED REAL ESTATE") (collectively, Owned Real Estate and Leased Real Estate shall be referred to herein as "REAL ESTATE"): (a) SCHEDULE 3.17 contains a description (including system name, county internal identification numbers and deed and map references) segregated by each 5.10.1 Schedule 5.10 sets forth accurate legal descriptions of the Company and the Subsidiaries Real Estate, of each parcel of Owned Real Estate and a listing and description (including the parties, term, expiration date(s), address, and the general use description of the leased premises) of each written or oral lease regarding Leased Real Estate which is not otherwise set forth in SCHEDULE 3.16 hereto (the leases of Leased Real Estate described in SCHEDULE 3.16 and SCHEDULE 3.17 are collectively, the "LEASES"); (b) Except as set forth in SCHEDULE 3.17 hereto, there are no deferred property Taxes or assessments with respect to the Real Estate which may or will become due and payable as a result of the consummation of the transaction contemplated hereby; (c) The Company, and each Subsidiary, respectively, Seller is the sole legal and equitable owner of good and marketable title in fee simple title of absolute, including the buildings, structures fixtures and improvements situated thereon and appurtenances thereto, in each parcel of Owned Real Estate and each such parcel is case free and clear of any all tenancies and all Encumbrancesother possessory interests, except (A) those parcels of Owned Real Estate that are held in fee simple determinablesecurity interests, fee simple subject to condition subsequent conditional sale or are held solely pursuant to easement (perpetual or otherwise)other title retention agreements, and (B) (i) those Encumbrances set forth in SCHEDULE 3.17 heretoliens, (ii) municipal zoning ordinancesencumbrances, recorded or platted easements for public utilities and recorded building and use restrictions and covenantsmortgages, (iii) general Real Estate Taxes and installments of special assessments payable in the year of Closingpledges, and (iv) minor survey exceptionsassessments, Encumbrances, licenses, easements or reservations of, or rights of others for, oil, gas minerals, ores or metalseasements, rights of way, sewerscovenants, electric linesrestrictions, telegraph and telephone lines reservations, options, rights of first refusal, defects in title, encroachments and other similar purposesburdens, or zoning or other restrictions on the use of real property, minor defects except for Permitted Liens. Seller is in title or other similar charges or Encumbrances not interfering in any material respect with the Ordinary Course of Business possession of the Company or with the use or ownership entire parcels of the Owned Real Estate (collectively the "PERMITTED ENCUMBRANCES"). To the Knowledge of the Company or the Shareholder, the Permitted Encumbrances and those Encumbrances set forth in SCHEDULE 3.17 hereto do not individually or in the aggregate materially impair or prohibit the current use or operation of the Owned Real Estate by the Company or the Subsidiaries; (d) Except as set forth in SCHEDULE 3.17 hereto, there are no condemnation Proceedings pending or, to the Knowledge of the Company or the Shareholder, Threatened with respect to all or any part of any parcel of Real Estate. SCHEDULE 3.17 hereto sets forth all private condemnation proceedings that have been initiated Permitted Liens shall include only (i) such interests, agreements, liens, encumbrances, mortgages, pledges, assessments, easements, rights of way, covenants restrictions, reservations, options, rights of first refusal, defects, encroachments and other burdens as consented to by the Company under a statutory power of condemnation granted by the North Carolina General Statutes Buyer in writing prior to Closing and (Chapter 40Aii) any lien, Section 40A-3(a)(1)); (e) To the Knowledge of the Company claim, charge, encumbrance or the Shareholder, except for the Permitted Encumbrances and those Encumbrances set forth in SCHEDULE 3.17 hereto, there are no Encumbrances which materially and adversely affect the use or occupancy of all or any part of any parcel of Owned Real Estate or any easements; (f) Except as set forth in SCHEDULE 3.17 hereto, restriction removed prior to the Knowledge of the Company or the ShareholderClosing Date. 5.10.2 All contracts, the improvements located on each parcel of Real Estateagreements, including fences, driveways options and other structures occupied, used or claimed by the Company or the Subsidiaries, are wholly within the boundary lines of such parcels of Real Estate and such improvements and the present uses thereof by the Company and the Subsidiaries, as applicable, do not in any material respect infringe upon the rights of any other Person; (g) Except as set forth in SCHEDULE 3.17 hereto, to the Knowledge of the Company or the Shareholder, no buildings, fences, driveways or other structures of any adjoining owner encroach, in any material respect which interferes with the operation of the Business, upon any part of any parcel of Real Estate or any easements; (h) Except as set forth in SCHEDULE 3.17, the Company and the Subsidiaries, as applicable, have all easements (or access through public utility easements) on to private property, construction permits, highway encroachment agreements and permits (and other similar licenses and permits) and right-of-way-licenses reasonably necessary to conduct the Business and to use and operate undertakings affecting the Real Estate in the manner it is currently being used are set forth on Schedule 5.10 and operated by the Company are legally valid and the Subsidiaries, except where the failure to have any such easements or access, construction permits, highway encroachment agreements binding and permits (and other similar licenses and permits), and right-of-way licenses would not have a Material Adverse Effect; (i) Neither the Company nor any Subsidiary is in default in the performance of any material obligation under the Leases or easements, and to the Knowledge of the Company or the Shareholder, none of the other parties to the Leases or easements are in default in performance of their material obligations thereunder, the Leases and easements are in full force and effecteffect and there are no defaults, offsets, counterclaims or defenses thereunder and neither the Company nor Seller has received no notice that any such defaults, offsets, counterclaims or defenses exist thereunder. Seller has delivered or made available to Buyer correct and complete copies of the Subsidiaries has assigned its rights under the Leases or easements;all such contracts, agreements, options and undertakings. (j) Except as set forth in SCHEDULE 3.17 neither the Company nor any Subsidiary has leased or granted to any other Person or entity the right to use or occupy all or any 5.10.3 No portion of the Owned Real Estate has been condemned, requisitioned or otherwise taken by any Governmental Authority, and no notice of any such condemnation, requisition or taking has been received, and, to Seller's knowledge, no such condemnation, requisition or taking is threatened or contemplated. Seller has no knowledge of any public improvements which may result in special assessments against or otherwise affecting the Real Estate, and the Owned . 5.10.4 The Real Estate is not subject to an option in good operating condition and repair for the purposes for which it is presently employed by Seller (reasonable wear and tear excepted). 5.10.5 The Real Estate is in material compliance with all applicable zoning, building, health, fire, water, use or right to purchase in favor similar Applicable Laws. The zoning of any Person or entity; (k) Except as set forth in SCHEDULE 3.17, no consents to or approval the Real Estate permits the existing improvements and the continuation following consummation of the transactions contemplated by this Agreement are required from any Person or entity under the terms hereby of the easements or Leases, Business as presently conducted thereon. Seller has all certificates of occupancy and authorizations required to utilize the extent a consent or approval is required (each, a "REQUIRED CONSENT"), on or before Closing, the Shareholder shall, at its sole cost, obtain the Required Consent, in form reasonably satisfactory to the Purchaser; and (l) Except as set forth in SCHEDULE 3.17, each of the parcels of Owned Real Estate constitutes a separate tax parcel, and is not taxed with any other real propertyEstate. The Purchaser acknowledges and agrees that the title commitment and survey work and documentation provided in Section 5.14 of this Agreement may contain additional information regarding the Owned Real Estate of which the Shareholder does not have Knowledge as of the date of this Agreement and, as a result, may be properly included in a Supplement submitted by the Shareholder in accordance with the terms of Section 13.21 of this Agreement.Seller

Real Estate. With respect to real estate (including fixtures and improvements) owned by the Company or the Subsidiaries (the "OWNED REAL ESTATE"), and real estate (including fixtures and improvements) leased by the Company or the Subsidiaries (the "LEASED REAL ESTATE") (collectively, Owned Real Estate and Leased Real Estate shall be referred to herein as "REAL ESTATE"): (a) SCHEDULE 3.17 contains a description (including system name, county internal identification numbers and deed and map referencesSECTION 5.8(a) segregated by each of the Company and Cable Due Diligence Schedules sets forth the Subsidiaries address of each parcel of Owned Real Estate and a listing and description real property owned or leased by Cable (including if such property is presently or historically used in the parties, term, expiration date(soperations of Cable or otherwise necessary for the operation of Cable), address, and the general use description of the leased premises) of each written or oral lease regarding Leased Real Estate which is not . Except as otherwise set forth in SCHEDULE 3.16 hereto (on SECTION 5.8(a) of the leases of Leased Real Estate described in SCHEDULE 3.16 and SCHEDULE 3.17 are collectivelyCable Diligence Schedules, the "LEASES"); (b) Except as set forth in SCHEDULE 3.17 hereto, there are no deferred property Taxes or assessments with respect to the Real Estate which may or will become due and payable as a result of the consummation of the transaction contemplated hereby; (c) The Company, and each Subsidiary, respectively, is the sole owner in fee simple title of each such parcel of Owned Real Estate and each owned real property: (i) such parcel is free and clear of any and all Encumbrances, except (A) those parcels of Owned Real Estate that are held in fee simple determinable, fee simple subject to condition subsequent or are held solely pursuant to easement (perpetual or otherwise), and (B) (i) those Encumbrances set forth in SCHEDULE 3.17 hereto, (ii) municipal zoning ordinances, recorded or platted easements for public utilities and recorded building and use restrictions and covenants, (iii) general Real Estate Taxes and installments of special assessments payable in the year of Closing, and (iv) minor survey exceptions, Encumbrances, licenses, easements or reservations of, or rights of others for, oil, gas minerals, ores or metals, rights of way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions on the use of real property, minor defects in title or other similar charges or Encumbrances not interfering in any material respect with the Ordinary Course of Business of the Company or with the use or ownership of the Owned Real Estate (collectively the "PERMITTED ENCUMBRANCES"). To the Knowledge of the Company or the Shareholder, the Permitted Encumbrances and those Encumbrances set forth in SCHEDULE 3.17 hereto do not individually or in the aggregate materially impair or prohibit the current use or operation of the Owned Real Estate by the Company or the Subsidiaries; (d) Except as set forth in SCHEDULE 3.17 hereto, there are no condemnation Proceedings pending or, to the Knowledge of the Company or the Shareholder, Threatened with respect to all or any part of any parcel of Real Estate. SCHEDULE 3.17 hereto sets forth all private condemnation proceedings that have been initiated by the Company under a statutory power of condemnation granted by the North Carolina General Statutes (Chapter 40A, Section 40A-3(a)(1)); (e) To the Knowledge of the Company or the ShareholderLiens, except for the Cable Permitted Encumbrances Real Estate Liens and those Encumbrances set forth in SCHEDULE 3.17 hereto, there Cable Permitted Ownership Liens; (ii) _here are no Encumbrances which materially and adversely affect leases, subleases, licenses, tenancies, concessions, or other agreements, written or oral, granting to any Person the right of use or occupancy of all any portion of such owned real property; and (iii) there are no outstanding actions, rights of first refusal or any part of any parcel of Owned Real Estate or any easements;options to purchase such parcel. (fb) Except All leases of real property leased or subleased by or for the use or benefit of Cable and all leases of real property as set forth in SCHEDULE 3.17 heretoto which Cable is the lessee or sub lessee, to and all amendments and modifications thereof (collectively, the Knowledge "LEASES "), are listed on SECTION 5.8(b) of the Company or the Shareholder, the improvements located on each parcel of Real Estate, including fences, driveways and other structures occupied, used or claimed by the Company or the Subsidiaries, are wholly within the boundary lines of such parcels of Real Estate and such improvements and the present uses thereof by the Company and the Subsidiaries, as applicable, do not in any material respect infringe upon the rights of any other Person; (g) Except as set forth in SCHEDULE 3.17 hereto, to the Knowledge of the Company or the Shareholder, no buildings, fences, driveways or other structures of any adjoining owner encroach, in any material respect which interferes with the operation of the Business, upon any part of any parcel of Real Estate or any easements; (h) Except as set forth in SCHEDULE 3.17, the Company and the Subsidiaries, as applicable, have all easements (or access through public utility easements) on to private property, construction permits, highway encroachment agreements and permits (and other similar licenses and permits) and right-of-way-licenses reasonably necessary to conduct the Business and to use and operate the Real Estate in the manner it is currently being used and operated by the Company and the Subsidiaries, except where the failure to have any such easements or access, construction permits, highway encroachment agreements and permits (and other similar licenses and permits)Cable Due Diligence Schedules, and right-of-way licenses would not true, correct and complete copies thereof have a Material Adverse Effect; (i) Neither the Company nor any Subsidiary is in default in the performance of any material obligation under the been made available to USAB. All such Leases or easementsare valid, binding and to the Knowledge of the Company or the Shareholder, none of the other parties to the Leases or easements are in default in performance of their material obligations thereunder, the Leases and easements are in full force and effect, effect and neither the Company nor any of the Subsidiaries has assigned its rights under the Leases or easements; (j) Except as set forth in SCHEDULE 3.17 neither the Company nor any Subsidiary has leased or granted to any other Person or entity the right to use or occupy all or any portion of the Owned Real Estate, and the Owned Real Estate is not subject to an option or right to purchase in favor of any Person or entity; (k) Except as set forth in SCHEDULE 3.17, no consents to or approval of the transactions contemplated are enforceable by this Agreement are required from any Person or entity under the terms of the easements or Leases, and to the extent a consent or approval is required (each, a "REQUIRED CONSENT"), on or before Closing, the Shareholder shall, at its sole cost, obtain the Required Consent, in form reasonably satisfactory to the Purchaser; and (l) Except as set forth in SCHEDULE 3.17, each of the parcels of Owned Real Estate constitutes a separate tax parcel, and is not taxed with any other real property. The Purchaser acknowledges and agrees that the title commitment and survey work and documentation provided in Section 5.14 of this Agreement may contain additional information regarding the Owned Real Estate of which the Shareholder does not have Knowledge as of the date of this Agreement and, as a result, may be properly included in a Supplement submitted by the Shareholder Cable in accordance with their terms (except as such enforceability may be affected by bankruptcy, reorganization, moratorium or similar Laws generally affecting creditors' rights and by general principles of equity or public policy limitations) and have not been modified or amended except as noted in SECTION 5.8(b) of the terms Cable Due Diligence Schedules; Cable has performed all material obligations required to be performed by it under each such Lease; and there has been no material breach or default under any such Leases by Cable, or, to knowledge, any other party thereto, nor any such breach or default by Cable or, to knowledge, any other party thereto which with notice or lapse of Section 13.21 time or both would constitute a material event of this Agreementdefault thereunder.

Real Estate. With respect (a) Each of the ADS Asset Sellers and ADS Companies, as applicable, has good, marketable and valid title to, or a valid leasehold interest in (subject to no Encumbrances other than Permitted Encumbrances) (i) the real estate property (together with all improvements located thereon and all of the rights and appurtenances to the real property including fixtures all right, title, and improvementsinterest in all air and water rights and easements and rights of way, in each case pertaining to the real property, and all strips and gores adjoining the real property) owned by the in which such ADS Asset Seller or ADS Company or the Subsidiaries has a fee simple interest (which is set forth on Schedule 3.19(a)) (the "OWNED REAL ESTATE"“ADS Owned Real Property”), and (ii) (x) the real estate property (together with all improvements located thereon) to which such ADS Asset Seller or ADS Company has a legal right pursuant to an agreement or conveyance, including fixtures easements, rights-of-way or other real property interests and improvements) leased by which are material to the Company conduct of the ADS Assets or the Subsidiaries ADS Business (in respect of the "LEASED REAL ESTATE"ADS Assets and the ADS Companies) and (y) ground leases, leases and subleases of real property (together with all improvements located thereon) pursuant to written agreements entered into by an ADS Asset Seller or ADS Company (each, an “ADS Existing Lease”) (clauses (x) and (y), collectively, the “ADS Leased Real Property” and together with the ADS Owned Real Estate Property, the “ADS Real Property”). Such ADS Existing Leases have not been assigned nor have the premises demised thereunder been subleased or licensed, in whole or in part, by any ADS Asset Seller or ADS Company. A complete and accurate, in all material respects, list of the ADS Owned Real Property and all material ADS Leased Real Estate shall be referred to herein Property (and the owner or lessee, as "REAL ESTATE"): (a) SCHEDULE 3.17 contains a description (including system nameapplicable, county internal thereof and the tax parcel identification numbers and deed and map references) segregated by each of the Company and the Subsidiaries of each parcel of Owned Real Estate and a listing and description (including the parties, term, expiration date(s), address, and the general use description of the leased premisesthereof) of each written or oral lease regarding Leased Real Estate which is not otherwise set forth in SCHEDULE 3.16 hereto (the leases of Leased Real Estate described in SCHEDULE 3.16 and SCHEDULE 3.17 are collectively, the "LEASES"on Schedule 3.19(a);. (b) Except True, correct and complete copies of all material ADS Existing Leases in effect as of the Execution Date relating to the ADS Leased Real Property (including all ADS Existing Leases in respect of the ADS Leased Real Property set forth in SCHEDULE 3.17 hereto, there are no deferred property Taxes or assessments with respect on Schedule 3.19(a)) have been made available to the Real Estate which may Buyer. All such ADS Existing Leases are valid, binding and in full force and effect and are enforceable against the ADS Asset Seller or will become due and payable as a result of the consummation of the transaction contemplated hereby; (c) The Company, and each Subsidiary, respectively, is the sole owner in fee simple title of each parcel of Owned Real Estate and each such parcel is free and clear of any and all Encumbrances, except (A) those parcels of Owned Real Estate that are held in fee simple determinable, fee simple subject to condition subsequent or are held solely pursuant to easement (perpetual or otherwise), and (B) (i) those Encumbrances set forth in SCHEDULE 3.17 hereto, (ii) municipal zoning ordinances, recorded or platted easements for public utilities and recorded building and use restrictions and covenants, (iii) general Real Estate Taxes and installments of special assessments payable in the year of Closing, and (iv) minor survey exceptions, Encumbrances, licenses, easements or reservations of, or rights of others for, oil, gas minerals, ores or metals, rights of way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions on the use of real property, minor defects in title or other similar charges or Encumbrances not interfering in any material respect with the Ordinary Course of Business of the ADS Company or with the use or ownership of the Owned Real Estate (collectively the "PERMITTED ENCUMBRANCES"). To the Knowledge of the Company or the Shareholder, the Permitted Encumbrances and those Encumbrances set forth in SCHEDULE 3.17 hereto do not individually or in the aggregate materially impair or prohibit the current use or operation of the Owned Real Estate by the Company or the Subsidiaries; (d) Except as set forth in SCHEDULE 3.17 hereto, there are no condemnation Proceedings pending orparty thereto and, to the Knowledge of the Company ADS Sellers, the other parties thereto in accordance with their terms, in each case, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and subject, as to enforceability, to general equity principles. None of the Shareholder, Threatened with respect to all ADS Sellers or any part of any parcel of Real Estate. SCHEDULE 3.17 hereto sets forth all private condemnation proceedings that have been initiated by the Company under a statutory power of condemnation granted by the North Carolina General Statutes (Chapter 40A, Section 40A-3(a)(1)); (e) To the Knowledge of the Company or the ShareholderADS Companies has received written notice of any, except for the Permitted Encumbrances and those Encumbrances set forth in SCHEDULE 3.17 hereto, there are no Encumbrances which materially and adversely affect the use or occupancy of all or any part of any parcel of Owned Real Estate or any easements; (f) Except as set forth in SCHEDULE 3.17 heretoand, to the Knowledge of the Company or the Shareholder, the improvements located on each parcel of Real Estate, including fences, driveways and other structures occupied, used or claimed by the Company or the Subsidiaries, are wholly within the boundary lines of such parcels of Real Estate and such improvements and the present uses thereof by the Company and the Subsidiaries, as applicable, do not in ADS Sellers there is no material default under any material respect infringe upon the rights of any other Person;ADS Existing Leases. (gc) Except as set forth would not reasonably be expected to be material to the ADS Business (in SCHEDULE 3.17 heretorespect of the ADS Assets and the ADS Companies), the ADS Assets and the ADS Companies, taken as a whole, (i) the ADS Companies have received no notice in writing of any pending or threatened condemnation, rezoning or taking actions pending respecting any ADS Real Property and (ii) to the Knowledge of the Company ADS Sellers, all roads necessary for the conduct of the ADS Business or the Shareholder, no buildings, fences, driveways or other structures of any adjoining owner encroach, in any material respect which interferes with the operation of the Business, upon any part of any parcel of Real Estate ADS Assets have either been completed or any easements; (h) Except as set forth in SCHEDULE 3.17, the applicable ADS Seller or ADS Company and the Subsidiaries, as applicable, have possesses all easements (or access through public utility easements) on to private property, construction permits, highway encroachment agreements and permits (and other similar licenses and permits) and right-of-way-licenses reasonably necessary to conduct the Business and to use and operate the Real Estate in the manner it is currently being used and operated by the Company and the Subsidiaries, except where the failure to have any such easements or access, construction permits, highway encroachment agreements and permits (and other similar licenses and permits), and rightrights-of-way licenses would not have a Material Adverse Effect; (i) Neither the Company nor any Subsidiary is in default in the performance of any material obligation under the Leases or easements, and to the Knowledge therefor. The ADS Real Property constitutes all of the Company real property currently used or held by any ADS Seller, ADS Parent or any of their respective Affiliates, or required, to conduct the ShareholderADS Business as it is presently conducted. Except for any Permitted Encumbrance, none of the ADS Sellers or ADS Companies has granted any person (other parties to the Leases or easements are in default in performance of their material obligations thereunder, the Leases and easements are in full force and effect, and neither the Company nor than a ADS Company) any of the Subsidiaries has assigned its rights under the Leases or easements; (j) Except as set forth in SCHEDULE 3.17 neither the Company nor any Subsidiary has leased or granted to any other Person or entity the right to use or occupy all or any portion of the Owned ADS Real Estate, and the Owned Real Estate is not subject to an option or right to purchase in favor of any Person or entity; (k) Except as set forth in SCHEDULE 3.17, no consents to or approval of the transactions contemplated by this Agreement are required from any Person or entity under the terms of the easements or Leases, and to the extent a consent or approval is required (each, a "REQUIRED CONSENT"), on or before Closing, the Shareholder shall, at its sole cost, obtain the Required Consent, in form reasonably satisfactory to the Purchaser; and (l) Except as set forth in SCHEDULE 3.17, each of the parcels of Owned Real Estate constitutes a separate tax parcel, and is not taxed with any other real property. The Purchaser acknowledges and agrees that the title commitment and survey work and documentation provided in Section 5.14 of this Agreement may contain additional information regarding the Owned Real Estate of which the Shareholder does not have Knowledge as of the date of this Agreement and, as a result, may be properly included in a Supplement submitted by the Shareholder in accordance with the terms of Section 13.21 of this AgreementProperty.

Real Estate. With respect to (a) OWNED PROPERTY. (i) Schedule 2.1A sets forth a list of all of the real estate (including fixtures and improvements) owned by any one or more of the Company Seller Entities and primarily used in the Business (such real estate, together with all beneficial, appurtenant easements and other appurtenances thereto and with all fixtures attached thereto or the Subsidiaries (forming a part thereof, is collectively referred to herein as the "OWNED REAL ESTATEOwned Real Estate"), and real estate (including fixtures includes the street address and improvements) leased by the Company or the Subsidiaries (the "LEASED REAL ESTATE") (collectively, Owned Real Estate and Leased Real Estate shall be referred to herein as "REAL ESTATE"): (a) SCHEDULE 3.17 contains a legal description (including system name, county internal identification numbers and deed and map references) segregated by each of the Company and the Subsidiaries of each parcel of the Owned Real Estate. Seller has good, valid, marketable and indefeasible fee simple title to the Owned Real Estate, including the buildings, structures, fixtures and improvements situated thereon or forming a part thereof and the appurtenances thereto, subject to the Permitted Fee Title Exceptions. Seller has made available to Buyer copies of all (i) title reports, title insurance policies and commitments therefore, (ii) surveys, (iii) documents and instruments creating or governing appurtenances, and (iv) licenses, certificates of occupancy, plans, specifications and permits, pertaining to the Owned Real Estate and a listing and description (including that are in the parties, term, expiration date(s), address, and the general use description possession or control of any of the leased premises) of each written or oral lease regarding Leased Real Estate which is not otherwise set forth in SCHEDULE 3.16 hereto (the leases of Leased Real Estate described in SCHEDULE 3.16 and SCHEDULE 3.17 are collectively, the "LEASES");Seller Entities. (b) Except as set forth in SCHEDULE 3.17 hereto, there are no deferred property Taxes or assessments with respect to the Real Estate which may or will become due and payable as a result of the consummation of the transaction contemplated hereby; (cii) The Company, and each Subsidiary, respectively, is the sole owner in fee simple title of each parcel of Owned Real Estate and each such parcel is free and clear of any and all Encumbrances, except (A) those parcels including, without limitation, security interests, any conditional sale or other title or interest retention agreements or arrangements, options to purchase, rights of Owned Real Estate that are held in fee simple determinablefirst refusal, fee simple subject to condition subsequent or are held solely pursuant to easement (perpetual or otherwise)liens, and (B) (i) those Encumbrances set forth in SCHEDULE 3.17 heretoencumbrances, (ii) municipal zoning ordinancesmortgages, recorded or platted easements for public utilities and recorded building and use restrictions and pledges, assessments, easements, covenants, (iii) general Real Estate Taxes restrictions, reservations, defects in title, encroachments and installments of special assessments payable in the year of Closingother burdens, and (iv) minor survey exceptionsleases, Encumbrancessubleases, licenses, easements or reservations of, or rights of others foroccupancy, oildeed restrictions, gas minerals, ores or metalschattel mortgages and collateral security arrangements, rights of way, sewersbuilding use restrictions, electric linesexceptions, telegraph and telephone lines and other similar purposesvariances or reservations of any nature whatsoever, except for the following (collectively, "Permitted Fee Title Exceptions"): (a) any Encumbrances or title defects, conditions, easements, covenants or restrictions, if any, none of which, individually or in the aggregate, would reasonably be expected to have a Material Real Estate Impairment or which would cause such Owned Real Estate to be unmarketable or uninsurable at customary title insurance rates, (b) zoning or other restrictions land use ordinances (subject to the compliance obligations under Section 3.8 and 3.9), (c) liens for ad valorem real property taxes and assessments not yet due and payable, (d) with respect to the Portland Facility only, the Shared Facilities Agreement relating to such shared facility, and (e) with respect to the Seller's facility in Santa Clara, California only, the Shared Services and Occupancy Agreement relating to such shared facility. The Owned Real Estate is also subject to those matters set forth on the use of real propertySchedule 2.1-A, minor defects in title or other similar charges or Encumbrances but unless such matters otherwise qualify under clauses (a) through (c) above, such matters shall not interfering in be deemed to be Permitted Fee Title Exceptions. (iii) No Seller Entity has received written notice from any material governmental authority, insurance company which has issued a policy with respect with the Ordinary Course of Business of the Company or with the use or ownership to any of the Owned Real Estate or any board of fire underwriters or other body performing similar functions or any other Person which (collectively the "PERMITTED ENCUMBRANCES"). To the Knowledge a) relates to or alleges a violation of the Company or the Shareholdernonconformity with any zoning, the Permitted Encumbrances and those Encumbrances set forth in SCHEDULE 3.17 hereto do not individually building, safety, subdivision, wetlands or in the aggregate materially impair other similar law, code, rule, regulation, ordinance, permit, license, certificate, covenant, restriction or prohibit the current use or operation condition with respect to any of the Owned Real Estate by the Company or the Subsidiaries; (d) Except as set forth in SCHEDULE 3.17 heretouse thereof which nonconformity could, there are no condemnation Proceedings pending or, to the Knowledge of the Company either individually or the Shareholder, Threatened with respect to all or any part of any parcel of Real Estate. SCHEDULE 3.17 hereto sets forth all private condemnation proceedings that have been initiated by the Company under a statutory power of condemnation granted by the North Carolina General Statutes (Chapter 40A, Section 40A-3(a)(1)); (e) To the Knowledge of the Company or the Shareholder, except for the Permitted Encumbrances and those Encumbrances set forth in SCHEDULE 3.17 hereto, there are no Encumbrances which materially and adversely affect the use or occupancy of all or any part of any parcel of Owned Real Estate or any easements; (f) Except as set forth in SCHEDULE 3.17 hereto, to the Knowledge of the Company or the Shareholder, the improvements located on each parcel of Real Estate, including fences, driveways and other structures occupied, used or claimed by the Company or the Subsidiaries, are wholly within the boundary lines of such parcels of Real Estate and such improvements and the present uses thereof by the Company and the Subsidiaries, as applicable, do not in any material respect infringe upon the rights of any other Person; (g) Except as set forth in SCHEDULE 3.17 hereto, to the Knowledge of the Company or the Shareholder, no buildings, fences, driveways or other structures of any adjoining owner encroach, in any material respect which interferes with the operation of the Business, upon any part of any parcel of Real Estate or any easements; (h) Except as set forth in SCHEDULE 3.17, the Company and the Subsidiaries, as applicable, have all easements (or access through public utility easements) on to private property, construction permits, highway encroachment agreements and permits (and other similar licenses and permits) and right-of-way-licenses reasonably necessary to conduct the Business and to use and operate the Real Estate in the manner it is currently being used and operated by the Company and the Subsidiariesaggregate, except where the failure reasonably be expected to have any such easements or access, construction permits, highway encroachment agreements and permits (and other similar licenses and permits), and right-of-way licenses would not have a Material Adverse Effect; Real Estate Impairment, or (ib) Neither the Company nor any Subsidiary is in default in requests the performance of any material obligation under the Leases repairs, alterations or easements, and other work to the Knowledge of the Company or the Shareholder, none of the other parties to the Leases or easements are in default in performance of their material obligations thereunder, the Leases and easements are in full force and effect, and neither the Company nor any of the Subsidiaries has assigned its rights under the Leases or easements; (j) Except as set forth in SCHEDULE 3.17 neither the Company nor any Subsidiary has leased or granted to any other Person or entity the right to use or occupy all or any portion of the Owned Real Estate, and which violations, repairs, alterations or other work have not yet been cured or performed, as applicable; which failure to perform such work, either individually or in the aggregate, would reasonably be expected to have a Material Real Estate Impairment. There is no pending condemnation, expropriation, eminent domain, or similar proceeding affecting any of the Owned Real Estate is not subject and, to an option or right to purchase in favor the knowledge of any Person or entity; (k) Except as set forth in SCHEDULE 3.17Seller, no consents such action, proceeding or litigation is threatened which proceeding or litigation, if concluded adversely to or approval of the transactions contemplated by this Agreement are required from any Person or entity under the terms of the easements or LeasesSeller Entities, and would reasonably be expected to the extent have a consent or approval is required (each, a "REQUIRED CONSENT"), on or before Closing, the Shareholder shall, at its sole cost, obtain the Required Consent, in form reasonably satisfactory to the Purchaser; and (l) Except as set forth in SCHEDULE 3.17, each of the parcels of Owned Material Real Estate constitutes a separate tax parcel, and is not taxed with any other real propertyImpairment. The Purchaser acknowledges and agrees that the title commitment and survey work and documentation provided in Section 5.14 sale of this Agreement may contain additional information regarding the Owned Real Estate of which the Shareholder to Buyer does not have Knowledge as of the date of this Agreement and, as a result, may be properly included in a Supplement submitted by the Shareholder in accordance and will not violate or conflict with the terms requirements of Section 13.21 of this Agreementany subdivision plan currently applicable to the Owned Real Estate.

Real Estate. With respect to (a) Schedule 4.11 sets forth an accurate, correct and complete list of each parcel of real estate (including fixtures and improvements) property owned by the Company or the Subsidiaries any of its subsidiaries (the "OWNED REAL ESTATECompany's Real Estate"), including a street address, complete legal description and real estate (including fixtures a list of all contracts and improvements) leased by agreements relating to or affecting the Company or the Subsidiaries (the "LEASED REAL ESTATE") (collectively, Owned Company's Real Estate or any interest therein. Xxxxxxxx has delivered to Meritage accurate, correct and Leased Real Estate shall be referred to herein as "REAL ESTATE"): (a) SCHEDULE 3.17 contains a description (including system name, county internal identification numbers complete copies of all such contracts and deed and map references) segregated by each of the Company and the Subsidiaries of each parcel of Owned Real Estate and a listing and description (including the parties, term, expiration date(s), address, and the general use description of the leased premises) of each written or oral lease regarding Leased Real Estate which is not otherwise set forth in SCHEDULE 3.16 hereto (the leases of Leased Real Estate described in SCHEDULE 3.16 and SCHEDULE 3.17 are collectively, the "LEASES"); (b) agreements. Except as set forth in SCHEDULE 3.17 heretoon Schedule 4.11, there are no deferred property Taxes the Company or assessments with respect to the Real Estate which may or will become due and payable as a result of the consummation of the transaction contemplated hereby; (c) The Company, and each Subsidiary, respectively, is the sole owner in its subsidiaries have fee simple title to, and are in possession of all of the Company's Real Estate, in each parcel of Owned Real Estate and each such parcel is case free and clear of any all tenancies and all Encumbrancesother possessory interests, except (A) those parcels contracts of Owned Real Estate that are held in fee simple determinablesale, fee simple subject to condition subsequent contract sale agreements, security interests, conditional sale or are held solely pursuant to easement (perpetual or otherwise)other title retention agreements, and (B) (i) those Encumbrances set forth in SCHEDULE 3.17 heretoliens, (ii) municipal zoning ordinancesmortgages, recorded or platted easements for public utilities and recorded building and use restrictions and covenantspledges, (iii) general Real Estate Taxes and installments of special assessments payable in the year of Closing, and (iv) minor survey exceptions, Encumbrancesassessments, licenses, easements or reservations of, or rights of others for, oil, gas minerals, ores or metalsoptions, rights of wayfirst refusal, sewersdefects in title, electric lines, telegraph and telephone lines encroachments and other similar purposes, rights burdening or zoning or other restrictions on otherwise affecting the use of real property, minor defects in title or other similar charges or Encumbrances not interfering in any material respect with the Ordinary Course of Business of the Company or with the use or ownership of the Owned Company's Real Estate (collectively in a material respect. All contracts, agreements and undertakings affecting the "PERMITTED ENCUMBRANCES"). To the Knowledge of the Company or the Shareholder, the Permitted Encumbrances and those Encumbrances set forth in SCHEDULE 3.17 hereto do not individually or in the aggregate materially impair or prohibit the current use or operation of the Owned Company's Real Estate by the Company or the Subsidiaries; (d) Except as set forth in SCHEDULE 3.17 hereto, there Schedule 4.11 are no condemnation Proceedings pending or, to the Knowledge of the Company or the Shareholder, Threatened with respect to all or any part of any parcel of Real Estate. SCHEDULE 3.17 hereto sets forth all private condemnation proceedings that have been initiated by the Company under a statutory power of condemnation granted by the North Carolina General Statutes (Chapter 40A, Section 40A-3(a)(1)); (e) To the Knowledge of the Company or the Shareholder, except for the Permitted Encumbrances legally valid and those Encumbrances set forth in SCHEDULE 3.17 hereto, there are no Encumbrances which materially binding and adversely affect the use or occupancy of all or any part of any parcel of Owned Real Estate or any easements; (f) Except as set forth in SCHEDULE 3.17 hereto, to the Knowledge of the Company or the Shareholder, the improvements located on each parcel of Real Estate, including fences, driveways and other structures occupied, used or claimed by the Company or the Subsidiaries, are wholly within the boundary lines of such parcels of Real Estate and such improvements and the present uses thereof by the Company and the Subsidiaries, as applicable, do not in any material respect infringe upon the rights of any other Person; (g) Except as set forth in SCHEDULE 3.17 hereto, to the Knowledge of the Company or the Shareholder, no buildings, fences, driveways or other structures of any adjoining owner encroach, in any material respect which interferes with the operation of the Business, upon any part of any parcel of Real Estate or any easements; (h) Except as set forth in SCHEDULE 3.17, the Company and the Subsidiaries, as applicable, have all easements (or access through public utility easements) on to private property, construction permits, highway encroachment agreements and permits (and other similar licenses and permits) and right-of-way-licenses reasonably necessary to conduct the Business and to use and operate the Real Estate in the manner it is currently being used and operated by the Company and the Subsidiaries, except where the failure to have any such easements or access, construction permits, highway encroachment agreements and permits (and other similar licenses and permits), and right-of-way licenses would not have a Material Adverse Effect; (i) Neither the Company nor any Subsidiary is in default in the performance of any material obligation under the Leases or easements, and to the Knowledge of the Company or the Shareholder, none of the other parties to the Leases or easements are in default in performance of their material obligations thereunder, the Leases and easements are in full force and effect; there are no defaults, offsets, counterclaims or defenses thereunder; and neither the Company nor any of the Subsidiaries its subsidiaries has assigned its rights received a notice of default, offset, counterclaim or defense under the Leases any such contract or easements;agreement. (jb) Except as set forth in SCHEDULE 3.17 neither may be indicated on the Company surveys covering the Company's Real Estate, none of the Company's Real Estate is located within a flood hazard or flood zone area, coastal or erosion hazard area. Neither the whole nor any Subsidiary has leased or granted to any other Person or entity the right to use or occupy all or any portion of any of the Owned Company's Real Estate has been condemned, requisitioned or otherwise taken by any public authority, and no notice of any such condemnation, requisition or taking has been received. To the knowledge of the Company, Xxxxxxxx and Innkeepers, no such condemnation, requisition or taking is threatened or contemplated. The Company, Xxxxxxxx and Innkeepers have no knowledge of any public improvements which may require an expenditure of funds or result in special assessments against or otherwise affect the Company's Real Estate. (c) To the knowledge of the Company, Xxxxxxxx and Innkeepers: (i) the Company's Real Estate is in substantial compliance with all applicable zoning, building, health, fire, water, use or similar statutes, codes, ordinances, laws, rules or regulations, including but not limited to the Americans with Disabilities Act; (ii) the zoning of each such parcel of the Company's Real Estate permits the existing improvements and the continuation without additional requirements following the consummation of the transactions described in this Agreement of the Company's business as presently conducted thereon; (iii) the Company and its subsidiaries have all material licenses, certificates of occupancy, permits and authorizations required to operate the Company's business and utilize the Company's Real Estate; (iv) the Company and its subsidiaries have all material easements and rights necessary to conduct the Company's business, including easements for utilities, services, roadway, railway and other means of ingress and egress; and (v) no fact or condition exists which would result in the termination or impairment of access to the Company's Real Estate or to discontinuation of sewer, water, electric, gas, telephone, waste disposal or other utilities or services. (d) Xxxxxxxx and Innkeepers have delivered to Meritage accurate, correct and complete copies of all existing title insurance policies, title reports, surveys, property reports and similar reports, if any, with respect to each parcel of the Company's Real Estate. (e) There is no construction work being done at, or construction materials being supplied to, any parcel of the Company's Real Estate, and the Owned Real Estate is not subject to an option or right to purchase except in favor of any Person or entity; (k) Except as set forth in SCHEDULE 3.17, no consents to or approval of the transactions contemplated by this Agreement are required from any Person or entity under the terms of the easements or Leases, and to the extent a consent or approval is required (each, a "REQUIRED CONSENT"), on or before Closing, the Shareholder shall, at its sole cost, obtain the Required Consent, in form reasonably satisfactory to the Purchaser; and (l) Except as set forth in SCHEDULE 3.17, each of the parcels of Owned Real Estate constitutes a separate tax parcel, and is not taxed connection with any other real property. The Purchaser acknowledges and agrees that the title commitment and survey work and documentation provided in Section 5.14 of this Agreement may contain additional information regarding the Owned Real Estate of which the Shareholder does not have Knowledge as of the date of this Agreement and, as a result, may be properly included in a Supplement submitted by the Shareholder in accordance with the terms of Section 13.21 of this Agreementroutine maintenance projects.

Real Estate. With respect to (a) SCHEDULE 3.12A attached hereto contains a true, correct and complete list of (i) the addresses and legal descriptions of all real estate (including fixtures and improvements) property owned by the Company or the Subsidiaries any Subsidiary (the "OWNED REAL ESTATEReal Estate"), and real estate (including fixtures ii) all mortgages, charges, liens, debentures, leases, underleases or tenancies, or, to the knowledge of the Shareholders (which shall be deemed to include any matter of public record), any other adverse rights, conditions, privileges, easements, quasi-easements, overriding claims, options, rights of pre-emption, covenants, restrictions, exceptances, reservations or interests, claims and improvements) leased by any matters or things registered or capable of registration in any Registry affecting the Real Estate (collectively, the "Exceptions"). On the Closing Date, the Company or the Subsidiaries relevant Subsidiary will have good, clear, registered and marketable title to the Real Estate and is the beneficial and legal owner in exclusive possession of the estates or interests in the Real Estate specified in SCHEDULE 3.12A free from any mortgage, charge, lien, debenture, lease, underlease, tenancy adverse right, condition, privilege, easement, quasi-easement, overriding claim, option, right of pre-emption, covenant, restriction, exceptance, reservation or interest, claim and any matters or things registered or capable of registration in any Registry, free and clear of all Exceptions, other than the permitted exceptions set forth on SCHEDULE 3.12B (the "LEASED REAL ESTATEPermitted Exceptions") (collectively), Owned and the Company is in a position without incurring any liabilities thereby to sell each parcel of Real Estate and Leased Real Estate shall be referred with a full title guarantee for the purposes of the Law of Property (Miscellaneous Provisions) Act 0000. Xxere are appurtenant to herein as "REAL ESTATE"): (a) SCHEDULE 3.17 contains a description (including system name, county internal identification numbers and deed and map references) segregated by each of the Company and the Subsidiaries of each parcel of Owned Real Estate all rights and a listing easements necessary for its current use and description enjoyment (including the parties, term, expiration date(swithout restriction as to time or otherwise), address, and the general use description of the leased premises) of each written or oral lease regarding Leased Real Estate which is not otherwise set forth in SCHEDULE 3.16 hereto (the leases of Leased Real Estate described in SCHEDULE 3.16 and SCHEDULE 3.17 are collectively, the "LEASES");. (b) Except as set forth in SCHEDULE 3.17 hereto, there are no deferred property Taxes or assessments with respect Copies of all material documents relating to each of the Real Estate have been supplied to the Buyer's Solicitors prior to the date hereof and the written replies to the written enquiries of the Buyer's Solicitors relating to the Real Estate which may or will become due are true complete and payable as a result of the consummation of the transaction contemplated hereby;accurate in all respects. (c) The Company, and each Subsidiary, respectively, is Company does not by its use or occupation of the sole owner in fee simple title of each parcel of Owned Real Estate or any of them contravene any lease or other right under which it occupies the same and/or any requirement or restriction having the force of law and has complied with all covenants conditions restrictions statutory and other requirements bye laws orders and regulations (including, without limitation, any imposed by or pursuant to the Planning Acts (as defined in Section 336 of the Town and Country Planning Act 1990) or any Building Acts or Regulations) affecting each Real Estate, to the extent such parcel is free and clear of any and all Encumbrances, except (A) those parcels of Owned failure materially affects the Real Estate that are held in fee simple determinableor the Company's use, fee simple subject to condition subsequent occupation or are held solely pursuant to easement (perpetual or otherwise), and (B) (i) those Encumbrances set forth in SCHEDULE 3.17 hereto, (ii) municipal zoning ordinances, recorded or platted easements for public utilities and recorded building and use restrictions and covenants, (iii) general Real Estate Taxes and installments powers of special assessments payable in the year of Closing, and (iv) minor survey exceptions, Encumbrances, licenses, easements or reservations of, or rights of others for, oil, gas minerals, ores or metals, rights of way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions on the use of real property, minor defects in title or other similar charges or Encumbrances not interfering in any material respect with the Ordinary Course of Business disposal of the Company or with the use or ownership of the Owned Real Estate (collectively the "PERMITTED ENCUMBRANCES"). To the Knowledge of the Company or the Shareholder, the Permitted Encumbrances and those Encumbrances set forth in SCHEDULE 3.17 hereto do not individually or in the aggregate materially impair or prohibit the current use or operation of the Owned Real Estate by the Company or the Subsidiaries;same. (d) Except as set forth in SCHEDULE 3.17 hereto, No notices orders proposals applications requests or schedules of dilapidations affecting or relating to any of the Real Estate have been served or to the knowledge of the Shareholders made by any authority or other person or by the Company and there are no condemnation Proceedings pending or, circumstances which are likely to the Knowledge of the Company result in any being served or the Shareholder, Threatened with respect to all or any part of any parcel of Real Estate. SCHEDULE 3.17 hereto sets forth all private condemnation proceedings that have been initiated by the Company under a statutory power of condemnation granted by the North Carolina General Statutes (Chapter 40A, Section 40A-3(a)(1));made. (e) To There exists no dispute between the Knowledge Company and the landlord or the tenant or occupier of the Company or the Shareholder, except for the Permitted Encumbrances and those Encumbrances set forth in SCHEDULE 3.17 hereto, there are no Encumbrances which materially and adversely affect the use or occupancy of all or any part of any parcel of Owned Real Estate or any easements;of them or any part thereof or the owner or occupier of any other premises adjacent to any of the Real Estate and the Shareholders are not aware of any circumstances which may give rise to any such dispute. (f) Except as set forth in SCHEDULE 3.17 hereto, to the Knowledge of the Company or the Shareholder, the improvements located on each parcel of Real Estate, including fences, driveways The buildings and other structures occupiedon the Real Estate are in good and substantial repair and fit for the purpose for which they are used and, used so far as the Shareholders are aware, there is no material defect in the construction or claimed by condition of any of the Company or the Subsidiaries, are wholly within the boundary lines of such parcels of Real Estate and such improvements and no dangerous or deleterious materials have been used in the present uses thereof by the Company and the Subsidiaries, as applicable, do not in any material respect infringe upon the rights of any other Person;construction thereof. (g) Except as set forth in SCHEDULE 3.17 hereto, to the Knowledge of the Company or the Shareholder, no buildings, fences, driveways or other structures of any adjoining owner encroach, in any material respect which interferes with the operation of the Business, upon any part of any parcel of Real Estate or any easements; (h) Except as set forth in SCHEDULE 3.17, the Company and the Subsidiaries, as applicable, have all easements (or access through public utility easements) on to private property, construction permits, highway encroachment agreements and permits (and other similar licenses and permits) and right-of-way-licenses reasonably necessary to conduct the Business and to use and operate the Real Estate in the manner it is currently being used and operated by the Company and the Subsidiaries, except where the failure to have any such easements or access, construction permits, highway encroachment agreements and permits (and other similar licenses and permits), and right-of-way licenses would not have a Material Adverse Effect; (i) Neither the Company nor any Subsidiary is in default in the performance of any material obligation under the Leases or easements, and to the Knowledge of the Company or the Shareholder, none of the other parties to the Leases or easements are in default in performance of their material obligations thereunder, the Leases and easements are in full force and effect, and neither the Company nor any of the Subsidiaries has assigned its rights under the Leases or easements; (j) Except as set forth in SCHEDULE 3.17 neither the Company nor any Subsidiary has leased or granted to any other Person or entity the right to use or occupy all or any portion of the Owned Real Estate, and the Owned The Real Estate is not subject to an option or right to purchase any leasehold interest other than in favor of any Person or entity;Conduit Communications Limited. (kh) Except as set forth in SCHEDULE 3.17, There is no consents to outstanding monetary claim or approval of liability contingent or otherwise affecting the transactions contemplated by this Agreement are required from any Person or entity under the terms of the easements or Leases, and to the extent a consent or approval is required (each, a "REQUIRED CONSENT"), on or before Closing, the Shareholder shall, at its sole cost, obtain the Required Consent, in form reasonably satisfactory to the Purchaser; and (l) Except as set forth in SCHEDULE 3.17, each of the parcels of Owned Real Estate constitutes a separate tax parcel, and is not taxed with any other real (in the case of leasehold property. The Purchaser acknowledges and agrees that ) there are no rent reviews in the title commitment and survey work and documentation provided in Section 5.14 course of this Agreement may contain additional information regarding the Owned Real Estate of which the Shareholder does not have Knowledge as of the date of this Agreement and, as a result, may be properly included in a Supplement submitted being determined or exercisable by the Shareholder in accordance with the terms of Section 13.21 of this Agreement.landlord from a date prior to

Real Estate. With respect to real estate (including fixtures and improvements) owned by the Company or the Subsidiaries (the "OWNED REAL ESTATE"), and real estate (including fixtures and improvements) leased by the Company or the Subsidiaries (the "LEASED REAL ESTATE") (collectively, Owned Real Estate and Leased Real Estate shall be referred to herein as "REAL ESTATE"): (a) SCHEDULE 3.17 contains a description (including system name, county internal identification numbers and deed and map referencesSection 4.14(a) segregated by each of the Company Belden Disclosure Schedule sets forth a true, correct and the complete list of all real property owned in fee simple by Belden or any of its Subsidiaries of each parcel of Owned Real Estate and a listing and description (including the parties, term, expiration date(s), address, and the general use description of the leased premises) of each written or oral lease regarding Leased Real Estate which is not otherwise set forth in SCHEDULE 3.16 hereto (the leases of Leased Real Estate described in SCHEDULE 3.16 and SCHEDULE 3.17 are collectively, the "LEASESXxxxxx Owned Real Property"). Except as set forth in Section 4.14(a) of the Xxxxxx Disclosure Schedule, with respect to each such parcel of Xxxxxx Owned Real Property: (1) 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 other than the Belden Leases (as defined in Section 4.14(b)); and (2) there are no outstanding rights of first refusal, rights of first offer or options to purchase such parcel or interest thereon. (b) All of the leases, subleases, licenses, concessions and other agreements pursuant to which the Belden or any of its Subsidiaries holds a leasehold or subleasehold estate or other right to use or occupy any interest in real property and pays an annual rent in excess of $500,000 therefor (the "Xxxxxx Leases") and each leased or subleased parcel of real property in which Belden or any of its Subsidiaries is a tenant or subtenant and pays an annual rent in excess of $500,000 therefrom (collectively, the "Xxxxxx Leased Real Property") are listed in Section 4.14(b) of the Xxxxxx Disclosure Schedule. Xxxxxx (either directly or through a Subsidiary) holds a valid and existing leasehold or subleasehold interest, as applicable, in the Xxxxxx Leased Real Property under each of the Belden Leases. Xxxxxx has delivered or made available to CDT true, correct and complete copies of each of the Xxxxxx Leases, including, without limitation, all amendments, modifications, side agreements, consents, subordination agreements and guarantees. With respect to each Xxxxxx Lease: (1) the Xxxxxx Lease is legal, valid, binding, enforceable and in full force and effect; (b2) neither the Belden (or its applicable Subsidiary), nor, to the Knowledge of the Belden, any other party to the Xxxxxx Lease, is in any material respect in breach or default under the Xxxxxx Lease, and no event has occurred that, with notice or lapse of time, would constitute a breach or default in any material respect by the Belden (or such Subsidiary) or permit termination, modification or acceleration under the Xxxxxx Lease by any other party thereto; (3) the Belden (or its applicable Subsidiary) has performed all of its obligations in all material respects under the Xxxxxx Lease; (4) the Belden has not, and, to the Knowledge of the Xxxxxx, no third party has, repudiated any provision of the Xxxxxx Lease; and (5) the Belden has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the Xxxxxx Lease. (c) The Xxxxxx Owned Real Property and the Belden Leased Real Property are referred to collectively herein as the "Xxxxxx Real Property." The Xxxxxx Real Property comprise all of the real property used or intended to be used in, or otherwise related to, the business of Xxxxxx or any of its Subsidiaries. To the Knowledge of Xxxxxx, except as set forth in Section 4.14(c) of the Xxxxxx Disclosure Schedule, each parcel of Xxxxxx Real Property is in compliance in all material respects with all existing Laws, including, without limitation, (1) the Americans with Disabilities Act, 42 U.S.C. Section 12102 et seq., together with all rules, regulations and official interpretations promulgated pursuant thereto, except where noncompliance would not reasonably be likely to have a Material Adverse Effect on Xxxxxx, and (2) all Laws with respect to zoning, building, fire, life safety, health codes and sanitation. Xxxxxx and its Subsidiaries have received no notice of, and have no Knowledge of, any condition currently or previously existing on the Xxxxxx Real Property or any portion thereof that may give rise to any violation of, or require any remediation under, any existing Law applicable to the Xxxxxx Real Property if it were disclosed to the authorities having jurisdiction over such Xxxxxx Real Property other than those arising in the ordinary course of business, except where noncompliance would not reasonably be likely to result in a material cost to, or otherwise have a material and adverse effect upon, the business or operations of Xxxxxx and its Subsidiaries taken as a whole. (d) No damage or destruction has occurred with respect to any of the Xxxxxx Real Property that has had or resulted in, or is reasonably likely to have or result in, a Xxxxxx Material Adverse Effect. All Improvements included in the Xxxxxx Real Property are in all materials respects in good condition and repair and sufficient for the operation of the business conducted thereon (ordinary wear and tear excepted). (e) Except as set forth in SCHEDULE 3.17 heretoSection 4.14(e) of the Xxxxxx Disclosure Schedule, there are is no deferred property Taxes or assessments with respect to the Real Estate which may or will become due and payable as a result of the consummation of the transaction contemplated hereby; (c) The Companycondemnation, and each Subsidiary, respectively, is the sole owner in fee simple title of each parcel of Owned Real Estate and each such parcel is free and clear of any and all Encumbrances, except (A) those parcels of Owned Real Estate that are held in fee simple determinable, fee simple subject to condition subsequent or are held solely pursuant to easement (perpetual or otherwise), and (B) (i) those Encumbrances set forth in SCHEDULE 3.17 hereto, (ii) municipal zoning ordinances, recorded or platted easements for public utilities and recorded building and use restrictions and covenants, (iii) general Real Estate Taxes and installments of special assessments payable in the year of Closing, and (iv) minor survey exceptions, Encumbrances, licenses, easements or reservations of, or rights of others for, oil, gas minerals, ores or metals, rights of way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning expropriation or other restrictions on the use of real property, minor defects proceeding in title or other similar charges or Encumbrances not interfering in any material respect with the Ordinary Course of Business of the Company or with the use or ownership of the Owned Real Estate (collectively the "PERMITTED ENCUMBRANCES"). To the Knowledge of the Company or the Shareholder, the Permitted Encumbrances and those Encumbrances set forth in SCHEDULE 3.17 hereto do not individually or in the aggregate materially impair or prohibit the current use or operation of the Owned Real Estate by the Company or the Subsidiaries; (d) Except as set forth in SCHEDULE 3.17 hereto, there are no condemnation Proceedings eminent domain pending or, to the Knowledge of the Company or the ShareholderXxxxxx'x Knowledge, Threatened with respect to all or any part of any parcel of Real Estate. SCHEDULE 3.17 hereto sets forth all private condemnation proceedings that have been initiated by the Company under a statutory power of condemnation granted by the North Carolina General Statutes (Chapter 40Athreatened, Section 40A-3(a)(1)); (e) To the Knowledge of the Company or the Shareholder, except for the Permitted Encumbrances and those Encumbrances set forth in SCHEDULE 3.17 hereto, there are no Encumbrances which materially and adversely affect the use or occupancy of all or any part of any parcel of Owned Real Estate or any easements; (f) Except as set forth in SCHEDULE 3.17 hereto, to the Knowledge of the Company or the Shareholder, the improvements located on each parcel of Real Estate, including fences, driveways and other structures occupied, used or claimed by the Company or the Subsidiaries, are wholly within the boundary lines of such parcels of Real Estate and such improvements and the present uses thereof by the Company and the Subsidiaries, as applicable, do not in affecting any material respect infringe upon the rights of any other Person; (g) Except as set forth in SCHEDULE 3.17 hereto, to the Knowledge of the Company or the Shareholder, no buildings, fences, driveways or other structures of any adjoining owner encroach, in any material respect which interferes with the operation of the Business, upon any part of any parcel of Xxxxxx Real Estate or any easements; (h) Except as set forth in SCHEDULE 3.17, the Company and the Subsidiaries, as applicable, have all easements (or access through public utility easements) on to private property, construction permits, highway encroachment agreements and permits (and other similar licenses and permits) and right-of-way-licenses reasonably necessary to conduct the Business and to use and operate the Real Estate in the manner it is currently being used and operated by the Company and the Subsidiaries, except where the failure to have any such easements or access, construction permits, highway encroachment agreements and permits (and other similar licenses and permits), and right-of-way licenses would not have a Material Adverse Effect; (i) Neither the Company nor any Subsidiary is in default in the performance of any material obligation under the Leases or easements, and to the Knowledge of the Company or the Shareholder, none of the other parties to the Leases or easements are in default in performance of their material obligations thereunder, the Leases and easements are in full force and effect, and neither the Company nor any of the Subsidiaries has assigned its rights under the Leases or easements; (j) Except as set forth in SCHEDULE 3.17 neither the Company nor any Subsidiary has leased or granted to any other Person or entity the right to use or occupy all Property or any portion of the Owned Real Estate, and the Owned Real Estate is not subject to an option thereof or right to purchase in favor of any Person or entity; (k) Except as set forth in SCHEDULE 3.17, no consents to or approval of the transactions contemplated by this Agreement are required from any Person or entity under the terms of the easements or Leases, and to the extent a consent or approval is required (each, a "REQUIRED CONSENT"), on or before Closing, the Shareholder shall, at its sole cost, obtain the Required Consent, in form reasonably satisfactory to the Purchaser; and (l) Except as set forth in SCHEDULE 3.17, each of the parcels of Owned Real Estate constitutes a separate tax parcel, and is not taxed with any other real property. The Purchaser acknowledges and agrees that the title commitment and survey work and documentation provided in Section 5.14 of this Agreement may contain additional information regarding the Owned Real Estate of which the Shareholder does not have Knowledge as of the date of this Agreement and, as a result, may be properly included in a Supplement submitted by the Shareholder in accordance with the terms of Section 13.21 of this Agreementinterest therein.

Real Estate. With respect to real estate (including fixtures and improvements) owned by the Company or the Subsidiaries (the "OWNED REAL ESTATE"), and real estate (including fixtures and improvements) leased by the Company or the Subsidiaries (the "LEASED REAL ESTATE") (collectively, Owned Real Estate and Leased Real Estate shall be referred to herein as "REAL ESTATE"): (a) SCHEDULE 3.17 contains a description (including system name, county internal identification numbers and deed and map referencesSECTION 5.8(a) segregated by each of the Company and Cable Due Diligence Schedules sets forth the Subsidiaries address of each parcel of Owned Real Estate and a listing and description real property owned or leased by Cable (including if such property is presently or historically used in the parties, term, expiration date(soperations of Cable or otherwise necessary for the operation of Cable), address, and the general use description of the leased premises) of each written or oral lease regarding Leased Real Estate which is not . Except as otherwise set forth in SCHEDULE 3.16 hereto (on SECTION 5.8(a) of the leases of Leased Real Estate described in SCHEDULE 3.16 and SCHEDULE 3.17 are collectivelyCable Diligence Schedules, the "LEASES"); (b) Except as set forth in SCHEDULE 3.17 hereto, there are no deferred property Taxes or assessments with respect to the Real Estate which may or will become due and payable as a result of the consummation of the transaction contemplated hereby; (c) The Company, and each Subsidiary, respectively, is the sole owner in fee simple title of each such parcel of Owned Real Estate and each owned real property: (i) such parcel is free and clear of any and all Encumbrances, except (A) those parcels of Owned Real Estate that are held in fee simple determinable, fee simple subject to condition subsequent or are held solely pursuant to easement (perpetual or otherwise), and (B) (i) those Encumbrances set forth in SCHEDULE 3.17 hereto, (ii) municipal zoning ordinances, recorded or platted easements for public utilities and recorded building and use restrictions and covenants, (iii) general Real Estate Taxes and installments of special assessments payable in the year of Closing, and (iv) minor survey exceptions, Encumbrances, licenses, easements or reservations of, or rights of others for, oil, gas minerals, ores or metals, rights of way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions on the use of real property, minor defects in title or other similar charges or Encumbrances not interfering in any material respect with the Ordinary Course of Business of the Company or with the use or ownership of the Owned Real Estate (collectively the "PERMITTED ENCUMBRANCES"). To the Knowledge of the Company or the Shareholder, the Permitted Encumbrances and those Encumbrances set forth in SCHEDULE 3.17 hereto do not individually or in the aggregate materially impair or prohibit the current use or operation of the Owned Real Estate by the Company or the Subsidiaries; (d) Except as set forth in SCHEDULE 3.17 hereto, there are no condemnation Proceedings pending or, to the Knowledge of the Company or the Shareholder, Threatened with respect to all or any part of any parcel of Real Estate. SCHEDULE 3.17 hereto sets forth all private condemnation proceedings that have been initiated by the Company under a statutory power of condemnation granted by the North Carolina General Statutes (Chapter 40A, Section 40A-3(a)(1)); (e) To the Knowledge of the Company or the ShareholderLiens, except for the Cable Permitted Encumbrances Real Estate Liens and those Encumbrances set forth in SCHEDULE 3.17 hereto, Cable Permitted Ownership Liens; (ii) there are no Encumbrances which materially and adversely affect leases, subleases, licenses, tenancies, concessions, or other agreements, written or oral, granting to any Person the right of use or occupancy of all any portion of such owned real property; and (iii) there are no outstanding actions, rights of first refusal or any part of any parcel of Owned Real Estate or any easements;options to purchase such parcel. (fb) Except All leases of real property leased or subleased by or for the use or benefit of Cable and all leases of real property as set forth in SCHEDULE 3.17 heretoto which Cable is the lessee or sublessee, to and all amendments and modifications thereof (collectively, the Knowledge “LEASES”), are listed on SECTION 5.8(b) of the Company or the Shareholder, the improvements located on each parcel of Real Estate, including fences, driveways and other structures occupied, used or claimed by the Company or the Subsidiaries, are wholly within the boundary lines of such parcels of Real Estate and such improvements and the present uses thereof by the Company and the Subsidiaries, as applicable, do not in any material respect infringe upon the rights of any other Person; (g) Except as set forth in SCHEDULE 3.17 hereto, to the Knowledge of the Company or the Shareholder, no buildings, fences, driveways or other structures of any adjoining owner encroach, in any material respect which interferes with the operation of the Business, upon any part of any parcel of Real Estate or any easements; (h) Except as set forth in SCHEDULE 3.17, the Company and the Subsidiaries, as applicable, have all easements (or access through public utility easements) on to private property, construction permits, highway encroachment agreements and permits (and other similar licenses and permits) and right-of-way-licenses reasonably necessary to conduct the Business and to use and operate the Real Estate in the manner it is currently being used and operated by the Company and the Subsidiaries, except where the failure to have any such easements or access, construction permits, highway encroachment agreements and permits (and other similar licenses and permits)Cable Due Diligence Schedules, and right-of-way licenses would not true, correct and complete copies thereof have a Material Adverse Effect; (i) Neither the Company nor any Subsidiary is in default in the performance of any material obligation under the been made available to USAB. All such Leases or easementsare valid, binding and to the Knowledge of the Company or the Shareholder, none of the other parties to the Leases or easements are in default in performance of their material obligations thereunder, the Leases and easements are in full force and effect, effect and neither the Company nor any of the Subsidiaries has assigned its rights under the Leases or easements; (j) Except as set forth in SCHEDULE 3.17 neither the Company nor any Subsidiary has leased or granted to any other Person or entity the right to use or occupy all or any portion of the Owned Real Estate, and the Owned Real Estate is not subject to an option or right to purchase in favor of any Person or entity; (k) Except as set forth in SCHEDULE 3.17, no consents to or approval of the transactions contemplated are enforceable by this Agreement are required from any Person or entity under the terms of the easements or Leases, and to the extent a consent or approval is required (each, a "REQUIRED CONSENT"), on or before Closing, the Shareholder shall, at its sole cost, obtain the Required Consent, in form reasonably satisfactory to the Purchaser; and (l) Except as set forth in SCHEDULE 3.17, each of the parcels of Owned Real Estate constitutes a separate tax parcel, and is not taxed with any other real property. The Purchaser acknowledges and agrees that the title commitment and survey work and documentation provided in Section 5.14 of this Agreement may contain additional information regarding the Owned Real Estate of which the Shareholder does not have Knowledge as of the date of this Agreement and, as a result, may be properly included in a Supplement submitted by the Shareholder Cable in accordance with their terms (except as such enforceability may be affected by bankruptcy, reorganization, moratorium or similar Laws generally affecting creditors’ rights and by general principles of equity or public policy limitations) and have not been modified or amended except as noted in SECTION 5.8(b) of the terms Cable Due Diligence Schedules; Cable has performed all material obligations required to be performed by it under each such Lease; and there has been no material breach or default under any such Leases by Cable, or, to knowledge, any other party thereto, nor any such breach or default by Cable or, to knowledge, any other party thereto which with notice or lapse of Section 13.21 time or both would constitute a material event of this Agreementdefault thereunder.

Real Estate. With respect to (a) Section 5.21(a) of the Company Disclosure Letter sets forth a true, correct and complete list of all real estate (including fixtures and improvements) property owned by the Company or and its Subsidiaries as of the Subsidiaries (the "OWNED REAL ESTATE"), and real estate (including fixtures and improvements) leased by the Company or the Subsidiaries (the "LEASED REAL ESTATE") date hereof (collectively, the “Owned Real Estate Property”). Except for Permitted Encumbrances and Leased Real Estate shall be referred to herein except as "REAL ESTATE"): (aset forth on Section 5.21(a) SCHEDULE 3.17 contains a description (including system name, county internal identification numbers and deed and map references) segregated by each of the Company and the Subsidiaries of Disclosure Letter, with respect to each such parcel of Owned Real Estate and a listing and description Property, (including i) the parties, term, expiration date(s), address, and the general use description of the leased premises) of each written or oral lease regarding Leased Real Estate which is not otherwise set forth in SCHEDULE 3.16 hereto (the leases of Leased Real Estate described in SCHEDULE 3.16 and SCHEDULE 3.17 are collectively, the "LEASES"); (b) Except as set forth in SCHEDULE 3.17 hereto, there are no deferred property Taxes or assessments with respect to the Real Estate which may or will become due and payable as a result of the consummation of the transaction contemplated hereby; (c) The Company, and each Subsidiary, respectively, is the sole owner in fee simple title of each parcel of Owned Real Estate and each such parcel Property is free and clear of all encumbrances; (ii) there are no leases, subleases, licenses, concessions or other agreements, written or oral, granting to any and all Encumbrances, except (A) those parcels Person the right of use or occupancy of any portion of the Owned Real Estate that Property; and (iii) there are held in fee simple determinableno outstanding rights of first refusal or options to purchase the Owned Real Property. (b) Schedule 5.21(b) of the Company Disclosure Letter sets forth a true, fee simple subject to condition subsequent or are held solely pursuant to easement (perpetual or otherwise)correct and complete list of all Leases, and (B) (i) those Encumbrances set forth the Company or a Subsidiary of the Company has good and valid leasehold interests in SCHEDULE 3.17 heretothe Leases, free and clear of all encumbrances and title defects, except for Permitted Encumbrances, (ii) municipal zoning ordinancesall of the leases, recorded licenses, tenancies, subleases and all other occupancy agreements (“Leases”) in which the Company or platted easements for public utilities any of its Subsidiaries is a tenant, subtenant, landlord or sublandlord (the leased and recorded building subleased space or parcel of real property thereunder being, collectively, the “Real Property”) are valid and use restrictions and covenantsbinding on the Company or any of its Subsidiaries which is a party thereto and, to the knowledge of the Company, each other party thereto, (iii) general Real Estate Taxes and installments of special assessments payable in the year of Closing, and (iv) minor survey exceptions, Encumbrances, licenses, easements or reservations of, or rights of others for, oil, gas minerals, ores or metals, rights of way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions on the use of real property, minor defects in title or other similar charges or Encumbrances not interfering in any material respect with the Ordinary Course of Business of the Company or with the use or ownership of the Owned Real Estate (collectively the "PERMITTED ENCUMBRANCES"). To the Knowledge of the Company or the Shareholder, the Permitted Encumbrances and those Encumbrances set forth in SCHEDULE 3.17 hereto do not individually or in the aggregate materially impair or prohibit the current use or operation of the Owned Real Estate by the Company or the Subsidiaries; (d) Except as set forth in SCHEDULE 3.17 hereto, there are no condemnation Proceedings pending or, to the Knowledge of the Company or the Shareholder, Threatened with respect to all or any part of any parcel of Real Estate. SCHEDULE 3.17 hereto sets forth all private condemnation proceedings that have been initiated by the Company under a statutory power of condemnation granted by the North Carolina General Statutes (Chapter 40A, Section 40A-3(a)(1)); (e) To the Knowledge of the Company or the Shareholder, except for the Permitted Encumbrances and those Encumbrances set forth in SCHEDULE 3.17 hereto, there are no Encumbrances which materially and adversely affect the use or occupancy of all or any part of any parcel of Owned Real Estate or any easements; (f) Except as set forth in SCHEDULE 3.17 hereto, to the Knowledge of the Company or the Shareholder, the improvements located on each parcel of Real Estate, including fences, driveways and other structures occupied, used or claimed by the Company or the Subsidiaries, are wholly within the boundary lines of such parcels of Real Estate and such improvements and the present uses thereof by the Company and the Subsidiaries, as applicable, do not in any material respect infringe upon the rights of any other Person; (g) Except as set forth in SCHEDULE 3.17 hereto, to the Knowledge of the Company or the Shareholder, no buildings, fences, driveways or other structures of any adjoining owner encroach, in any material respect which interferes with the operation of the Business, upon any part of any parcel of Real Estate or any easements; (h) Except as set forth in SCHEDULE 3.17, the Company and the Subsidiaries, as applicable, have all easements (or access through public utility easements) on to private property, construction permits, highway encroachment agreements and permits (and other similar licenses and permits) and right-of-way-licenses reasonably necessary to conduct the Business and to use and operate the Real Estate in the manner it Lease is currently being used and operated by the Company and the Subsidiaries, except where the failure to have any such easements or access, construction permits, highway encroachment agreements and permits (and other similar licenses and permits), and right-of-way licenses would not have a Material Adverse Effect; (i) Neither the Company nor any Subsidiary is in default in the performance of any material obligation under the Leases or easements, and to the Knowledge of the Company or the Shareholder, none of the other parties to the Leases or easements are in default in performance of their material obligations thereunder, the Leases and easements are in full force and effect, and (iv) neither the Company nor any of the its Subsidiaries has assigned received or has given any written notice of any material default thereunder, which default continues on the date of this Agreement, and (v) neither the Company (or any of its rights Subsidiaries), nor to the knowledge of the Company, any other party to any such Lease, is in material breach of or material default under the Leases Leases, and no event has occurred which, with notice or easements;lapse of time or both, would constitute a material breach or material default, result in a loss of any material rights or result in the creation of any lien (other than a Permitted Encumbrance) thereunder or pursuant thereto. To the knowledge of the Company, except for Permitted Encumbrances, the Real Property is not subject to any leases, subleases, licenses, concessions or other agreements, written or oral, granting to any Person the right of use or occupancy of any portion of the Real Property, other than those set forth on Schedule 5.21(b) of the Company Disclosure Letter. (jc) Except as set forth would not reasonably be expected to have a Company Material Adverse Effect: (i) the Owned Real Property and the Real Property are used in SCHEDULE 3.17 neither the manner permitted by applicable zoning ordinances and planning laws, (ii) the Owned Real Property and the Real Property constitute all of the property owned and leased by the Company nor and its Subsidiaries to operate its business, (iii) all of the improvements on the Owned Real Property and the Real Property are in good condition and repair, without any Subsidiary has leased structural defects of any kind, (iv) there are no patent or granted latent defects on the Owned Real Property or the Real Property, and (v) the Owned Real Property and the Real Property are served by water, sewer, electrical, telephone, drainage and other utilities required for normal operations of the Company’s and its Subsidiaries’ business. (d) There is no material (i) tax assessment pending or, to any other Person or entity the right knowledge of the Company, threatened with respect to use or occupy all or any portion of the Owned Real EstateProperty or the Real Property except for real property Taxes due or payable in the ordinary course of business or (ii) condemnation or compulsory purchase proceedings pending or, and to the knowledge of the Company, threatened with respect to any portion of the Owned Real Estate is not subject to an option Property or right to purchase in favor of any Person or entity; (k) Except as set forth in SCHEDULE 3.17, no consents to or approval of the transactions contemplated by this Agreement are required from any Person or entity under the terms of the easements or Leases, and to the extent a consent or approval is required (each, a "REQUIRED CONSENT"), on or before Closing, the Shareholder shall, at its sole cost, obtain the Required Consent, in form reasonably satisfactory to the Purchaser; and (l) Except as set forth in SCHEDULE 3.17, each of the parcels of Owned Real Estate constitutes a separate tax parcel, and is not taxed with any other real property. The Purchaser acknowledges and agrees that the title commitment and survey work and documentation provided in Section 5.14 of this Agreement may contain additional information regarding the Owned Real Estate of which the Shareholder does not have Knowledge as of the date of this Agreement and, as a result, may be properly included in a Supplement submitted by the Shareholder in accordance with the terms of Section 13.21 of this AgreementProperty.

Real Estate. With respect to 1. Schedule 5.11(a)(i) sets forth an accurate, correct and complete list of each parcel of real estate (including fixtures and improvements) property owned by the Company or the Subsidiaries its subsidiaries (the "OWNED REAL ESTATE"), including a street address, and/or legal description and real estate (including fixtures a list of all material unrecorded contracts and improvements) leased by agreements, oral or written, relating to or affecting the Company Owned Real Estate or the Subsidiaries any interest therein (the "LEASED OWNED REAL ESTATEESTATE AGREEMENTS"). The Company has delivered to Buyer accurate, correct and complete copies (or abstracts of oral agreements) (collectively, of all Owned Real Estate Agreements. The Owned Real Estate and Leased the real property subject to Real Estate shall be Leases (as hereinafter defined) is collectively referred to herein as the "REAL ESTATE"): ." Except as shown or reflected in the Commitments (aas hereinafter defined) SCHEDULE 3.17 contains a description (including system name, county internal identification numbers and deed and map references) segregated by each of the Company and the Subsidiaries of each parcel of Owned Real Estate and a listing and description (including the parties, term, expiration date(s), address, and the general use description of the leased premises) of each written or oral lease regarding Leased Real Estate which is not otherwise set forth in SCHEDULE 3.16 hereto (the leases of Leased Real Estate described in SCHEDULE 3.16 and SCHEDULE 3.17 are collectively, the "LEASES"); (b) Except as set forth in SCHEDULE 3.17 heretoSchedule 5.11(a)(ii) and the Surveys, there are no deferred property Taxes the Company or assessments with respect to the Real Estate which may or will become due and payable as a result of the consummation of the transaction contemplated hereby; (c) The Company, and each Subsidiary, respectively, subsidiary is the sole and exclusive legal and equitable owner of all right, title and interest in and has good, marketable and insurable title in fee simple title of each parcel of absolute to, and is in possession of, all Owned Real Estate Estate, including the buildings, structures and improvements situated thereon and appurtenances thereto, in each such parcel is case free and clear of any all tenancies and all Encumbrancesother possessory interests, except security interests, conditional sale or other title retention agreements, liens, encumbrances, mortgages, pledges, assessments (A) those parcels of Owned Real Estate that are held in fee simple determinable, fee simple subject to condition subsequent or are held solely pursuant to easement (perpetual or otherwiseother than assessments not yet due and payable), and further, to the knowledge of the Company without having conducted title searches and surveys other than the Commitments and Surveys, free and clear of easements (B) (i) those Encumbrances set forth in SCHEDULE 3.17 hereto, (ii) municipal zoning ordinances, recorded or platted easements for public utilities and recorded building and use restrictions and covenants, (iii) general Real Estate Taxes and installments of special assessments payable in the year of Closing, and (iv) minor survey exceptions, Encumbrances, licenses, easements or reservations of, or rights of others for, oil, gas minerals, ores or metalsother than utility easements), rights of way, sewerscovenants, electric linesrestrictions, telegraph and telephone lines reservations, options, rights of first refusal, defects in title, encroachments and other similar purposesburdens other than for taxes and assessments not yet due and payable. All material unrecorded contracts, or zoning or other restrictions on the use of real property, minor defects in title or other similar charges or Encumbrances not interfering in any material respect with the Ordinary Course of Business of the Company or with the use or ownership of agreements and undertakings affecting the Owned Real Estate (collectively the "PERMITTED ENCUMBRANCES"). To the Knowledge of the Company or the Shareholder, the Permitted Encumbrances and those Encumbrances are set forth in SCHEDULE 3.17 hereto do not individually or in the aggregate materially impair or prohibit the current use or operation of the Owned Real Estate by the Company or the Subsidiaries; (d) Except as set forth in SCHEDULE 3.17 hereto, there are no condemnation Proceedings pending or, to the Knowledge of the Company or the Shareholder, Threatened with respect to all or any part of any parcel of Real Estate. SCHEDULE 3.17 hereto sets forth all private condemnation proceedings that have been initiated by the Company under a statutory power of condemnation granted by the North Carolina General Statutes (Chapter 40A, Section 40A-3(a)(1)); (e) To the Knowledge of the Company or the Shareholder, except for the Permitted Encumbrances and those Encumbrances set forth in SCHEDULE 3.17 hereto, there are no Encumbrances which materially and adversely affect the use or occupancy of all or any part of any parcel of Owned Real Estate or any easements; (f) Except as set forth in SCHEDULE 3.17 hereto, to the Knowledge of the Company or the Shareholder, the improvements located on each parcel of Real Estate, including fences, driveways and other structures occupied, used or claimed by the Company or the Subsidiaries, are wholly within the boundary lines of such parcels of Real Estate and such improvements and the present uses thereof by the Company and the Subsidiaries, as applicable, do not in any material respect infringe upon the rights of any other Person; (g) Except as set forth in SCHEDULE 3.17 hereto, to the Knowledge of the Company or the Shareholder, no buildings, fences, driveways or other structures of any adjoining owner encroach, in any material respect which interferes with the operation of the Business, upon any part of any parcel of Real Estate or any easements; (h) Except as set forth in SCHEDULE 3.17, the Company and the Subsidiaries, as applicable, have all easements (or access through public utility easements) on to private property, construction permits, highway encroachment agreements and permits (and other similar licenses and permitsSchedule 5.11(a)(iii) and right-of-way-licenses reasonably necessary to conduct the Business are legally valid and to use binding and operate the Real Estate in the manner it is currently being used and operated by the Company and the Subsidiaries, except where the failure to have any such easements or access, construction permits, highway encroachment agreements and permits (and other similar licenses and permits), and right-of-way licenses would not have a Material Adverse Effect; (i) Neither the Company nor any Subsidiary is in default in the performance of any material obligation under the Leases or easements, and to the Knowledge of the Company or the Shareholder, none of the other parties to the Leases or easements are in default in performance of their material obligations thereunder, the Leases and easements are in full force and effect, and neither and, to the Company nor any knowledge of the Subsidiaries has assigned its rights under the Leases Company, there are no defaults, offsets, counterclaims or easements; (j) Except as set forth in SCHEDULE 3.17 neither the Company nor any Subsidiary has leased or granted to any other Person or entity the right to use or occupy all or any portion of the Owned Real Estatedefenses thereunder, and the Owned Real Estate is not subject to an option Company has received no notice of default, offset, counterclaim or right to purchase in favor of defense under any Person such contracts or entity; (k) Except as set forth in SCHEDULE 3.17, no consents to or approval of the transactions contemplated by this Agreement are required from any Person or entity under the terms of the easements or Leases, and to the extent a consent or approval is required (each, a "REQUIRED CONSENT"), on or before Closing, the Shareholder shall, at its sole cost, obtain the Required Consent, in form reasonably satisfactory to the Purchaser; and (l) Except as set forth in SCHEDULE 3.17, each of the parcels of Owned Real Estate constitutes a separate tax parcel, and is not taxed with any other real property. The Purchaser acknowledges and agrees that the title commitment and survey work and documentation provided in Section 5.14 of this Agreement may contain additional information regarding the Owned Real Estate of which the Shareholder does not have Knowledge as of the date of this Agreement and, as a result, may be properly included in a Supplement submitted by the Shareholder in accordance with the terms of Section 13.21 of this Agreement.agreements,

Real Estate. With respect to (a) Section 3.21(a) of the Disclosure Schedule contains a true, ------------------------------------------ correct and complete list (including, without limitation, legal descriptions) of all real estate (including fixtures and improvements) property owned by the Company or the Subsidiaries any Subsidiary (the "OWNED REAL ESTATE")together with all buildings, improvements and real estate (including fixtures and improvements) leased by the Company or the Subsidiaries (the "LEASED REAL ESTATE") (collectively, Owned Real Estate and Leased Real Estate shall be referred to herein as "REAL ESTATE"): (a) SCHEDULE 3.17 contains a description (including system name, county internal identification numbers and deed and map references) segregated by each of the Company and the Subsidiaries of each parcel of Owned Real Estate and a listing and description (including the parties, term, expiration date(s), address, and the general use description of the leased premises) of each written or oral lease regarding Leased Real Estate which is not otherwise set forth in SCHEDULE 3.16 hereto (the leases of Leased Real Estate described in SCHEDULE 3.16 and SCHEDULE 3.17 are collectively, the "LEASES"); (b) Except as set forth in SCHEDULE 3.17 hereto, there are no deferred property Taxes or assessments with respect to the Real Estate which may or will become due and payable as a result of the consummation of the transaction contemplated hereby; (c) The Company, and each Subsidiary, respectively, is the sole owner in fee simple title of each parcel of Owned Real Estate and each such parcel is free and clear of any structures thereon and all Encumbrances, except (A) those parcels of Owned Real Estate that are held in fee simple determinable, fee simple subject to condition subsequent or are held solely pursuant to easement (perpetual or otherwise), and (B) (i) those Encumbrances set forth in SCHEDULE 3.17 hereto, (ii) municipal zoning ordinances, recorded or platted easements for public utilities and recorded building and use restrictions and covenants, (iii) general Real Estate Taxes and installments of special assessments payable in the year of Closing, and (iv) minor survey exceptions, Encumbrances, licenses, easements or reservations of, or rights of others for, oil, gas minerals, ores or metalseasements, rights of way, sewersand appurtenances relating thereto, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions on the use of real property, minor defects in title or other similar charges or Encumbrances not interfering in any material respect with the Ordinary Course of Business of the "Owned Real Property"). The Company or with ------------------- the use or ownership of applicable Subsidiary owns the Owned Real Estate Property in fee subject to no Liens (collectively the "PERMITTED ENCUMBRANCES")including, without limitation, leases, occupancy agreements, possessory rights, options and rights of first refusal) except for Permitted Liens. To the Knowledge of the The Company or the Shareholder, the Permitted Encumbrances and those Encumbrances set forth in SCHEDULE 3.17 hereto do has not individually or in the aggregate materially impair or prohibit the current use or operation of the Owned Real Estate by the Company or the Subsidiaries; (d) Except as set forth in SCHEDULE 3.17 hereto, there are no condemnation Proceedings pending or, to the Knowledge of the Company or the Shareholder, Threatened with respect to leased all or any part of any parcel Owned Real Property. Parent has delivered or made available to AAC prior to the execution of this Agreement true, correct and complete copies of all deeds, mortgages, title insurance policies and other title related documents with respect to the Owned Real EstateProperty. (b) Section 3.21(b) of the Disclosure Schedule contains a true, ------------------------------------------ correct and complete list of all material leases and subleases (including, without limitation, all modifications, extensions or amendments thereto) under which the Company or any Subsidiary is tenant or subtenant (as so modified, extended or amended, the "Real Property Leases"), including the date of each -------------------- Real Property Lease, the premises demised thereunder (the "Leased Real ----------- Property", together with the Owned Real Property, the "Real Property"), the -------- ------------- expiration date of such Real Property Lease. SCHEDULE 3.17 hereto sets forth The Real Property Leases are subject to no Liens (including, without limitation, leases, occupancy agreements, possessory rights, options and rights of first refusal) except for Permitted Liens. (c) Copies of the Real Property Leases and all private condemnation proceedings that mortgages, title insurance policies and other title related documents with respect to the Leased Real Property have been initiated delivered or made available by the Company under a statutory power Parent to AAC. Subject to the terms of condemnation granted by the North Carolina General Statutes (Chapter 40Arespective Real Property Leases and the Leased Real Property Permitted Liens, Section 40A-3(a)(1)); (e) To the Knowledge of the Company or the Shareholderapplicable Subsidiary has a valid and subsisting leasehold estate in and the right to quiet enjoyment to each parcel of Leased Real Property for the full term of the respective Real Property Lease. The Real Property Leases are in full force and effect and are enforceable in accordance with their respective terms, except for as such enforceability may be subject to or limited by bankruptcy, insolvency, reorganization or other similar laws, now or hereafter in effect, affecting the Permitted Encumbrances enforcement of creditors' rights generally. The Company or the applicable Subsidiary has not assigned, pledged, mortgaged, hypothecated or otherwise transferred any Real Property Lease. The Company or the applicable Subsidiary has not sublet all or any portion of any Leased Real Property. The Company or the applicable Subsidiary is in possession of the Leased Real Property. To the knowledge of the Company and those Encumbrances set forth in SCHEDULE 3.17 heretothe Parent, there are no Encumbrances which materially defaults by any tenant or landlord under any Real Property Lease, and adversely affect no event has occurred or failed to occur which, with the use giving of notice or occupancy the passage of all time, or both, would constitute a default under any part of any parcel of Owned Real Estate or any easements; (f) Except as set forth in SCHEDULE 3.17 hereto, to the Knowledge of Property Lease. There are no material disputes between the Company or the Shareholder, the improvements located on each parcel of Company's Subsidiaries and any Third Party under any Real Estate, including fences, driveways and other structures occupied, used Property Lease. No landlord or claimed by the Company tenant under any Real Property Lease has exercised any option or the Subsidiaries, are wholly within the boundary lines of such parcels of Real Estate and such improvements and the present uses thereof by the Company and the Subsidiaries, as applicable, do not in any material respect infringe upon the rights of any other Person; (g) Except as set forth in SCHEDULE 3.17 hereto, right to the Knowledge of the Company or the Shareholder, no buildings, fences, driveways or other structures of any adjoining owner encroach, in any material respect which interferes with the operation of the Business, upon any part of any parcel of Real Estate or any easements; (h) Except as set forth in SCHEDULE 3.17, the Company and the Subsidiaries, as applicable, have all easements (or access through public utility easements) on to private property, construction permits, highway encroachment agreements and permits (and other similar licenses and permits) and right-of-way-licenses reasonably necessary to conduct the Business and to use and operate the Real Estate in the manner it is currently being used and operated by the Company and the Subsidiaries, except where the failure to have any such easements or access, construction permits, highway encroachment agreements and permits (and other similar licenses and permits), and right-of-way licenses would not have a Material Adverse Effect; (i) cancel or terminate such Real Property Lease or shorten the term thereof, (ii) lease additional premises, (iii) reduce or relocate the premises demised by such Real Property Lease or (iv) purchase any property. Neither the Company nor any Subsidiary is in default in owes or will owe any brokerage commissions or finders fees with respect to any Real Property Lease or any renewal or extension thereof or the performance exercise of any material obligation under the Leases right or easements, and to the Knowledge of the Company or the Shareholder, none of the other parties to the Leases or easements are in default in performance of their material obligations option thereunder, the Leases and easements are in full force and effect, and neither the Company nor any of the Subsidiaries has assigned its rights under the Leases or easements;. (jd) No assessments or special assessments have been levied, or are contemplated or pending, against any parcel of Real Property. (e) Except as set forth in SCHEDULE 3.17 for the Real Property, neither the Company nor any Subsidiary has leased owns or granted to holds any other Person or entity the right to use or occupy all or any portion of the Owned Real Estate, and the Owned Real Estate is not subject to an option or right to purchase interest in favor of any Person or entity; (k) Except as set forth in SCHEDULE 3.17, no consents to or approval of the transactions contemplated by this Agreement are required from any Person or entity under the terms of the easements or Leases, and to the extent a consent or approval is required (each, a "REQUIRED CONSENT"), on or before Closing, the Shareholder shall, at its sole cost, obtain the Required Consent, in form reasonably satisfactory to the Purchaser; and (l) Except as set forth in SCHEDULE 3.17, each of the parcels of Owned Real Estate constitutes a separate tax parcel, and is not taxed with any other real property. The Purchaser acknowledges and agrees that the title commitment and survey work and documentation provided in Section 5.14 of this Agreement may contain additional information regarding the Owned Real Estate of which the Shareholder does not have Knowledge as of the date of this Agreement and, as a result, may be properly included in a Supplement submitted by the Shareholder in accordance with the terms of Section 13.21 of this Agreement.

Real Estate. With respect to real estate (including fixtures and improvements) owned by the Company or the Subsidiaries (the "OWNED REAL ESTATE"), and real estate (including fixtures and improvements) leased by the Company or the Subsidiaries (the "LEASED REAL ESTATE") (collectively, Owned Real Estate and Leased Real Estate shall be referred to herein as "REAL ESTATE"): (a) SCHEDULE 3.17 contains a description (including system name, county internal identification numbers and deed and map referencesSECTION 4.8(a) segregated by each of the Company and Las Americas Due Diligence Schedules sets forth the Subsidiaries address of each parcel of Owned Real Estate and a listing and description (including the parties, term, expiration date(s), address, and the general use description of the leased premises) of each written or oral lease regarding Leased Real Estate which is not real property owned by Las Americas. Except as otherwise set forth in SCHEDULE 3.16 hereto on SECTION 4.8(a) of the Las Americas Due Diligence Schedules, with respect to each such parcel of owned real property: (i) such parcel is free and clear of all Liens, except for the Las Americas Permitted Real Estate Liens and Las Americas Permitted Ownership Liens; (ii) there are no leases, subleases, licenses, tenancies, concessions, or other agreements, written or oral, granting to any Person the right of use or occupancy of any portion of such owned real property; and (iii) there are no outstanding actions, rights of first refusal or options to purchase such parcel. (b) All leases of Leased Real Estate described in SCHEDULE 3.16 real property leased or subleased by or for the use or benefit of Las Americas and SCHEDULE 3.17 are all leases of real property as to which Las Americas is the lessee or sublessee, and all amendments and modifications thereof (collectively, the "LEASES"); (b, are listed on SECTION 4.8(b) Except as set forth in SCHEDULE 3.17 hereto, there are no deferred property Taxes or assessments with respect to the Real Estate which may or will become due and payable as a result of the consummation of the transaction contemplated hereby; (c) The CompanyLas Americas Due Diligence Schedules, and each Subsidiarytrue, respectively, is the sole owner in fee simple title of each parcel of Owned Real Estate correct and each such parcel is free and clear of any and all Encumbrances, except (A) those parcels of Owned Real Estate that are held in fee simple determinable, fee simple subject to condition subsequent or are held solely pursuant to easement (perpetual or otherwise), and (B) (i) those Encumbrances set forth in SCHEDULE 3.17 hereto, (ii) municipal zoning ordinances, recorded or platted easements for public utilities and recorded building and use restrictions and covenants, (iii) general Real Estate Taxes and installments of special assessments payable in the year of Closing, and (iv) minor survey exceptions, Encumbrances, licenses, easements or reservations of, or rights of others for, oil, gas minerals, ores or metals, rights of way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions on the use of real property, minor defects in title or other similar charges or Encumbrances not interfering in any material respect with the Ordinary Course of Business of the Company or with the use or ownership of the Owned Real Estate (collectively the "PERMITTED ENCUMBRANCES"). To the Knowledge of the Company or the Shareholder, the Permitted Encumbrances and those Encumbrances set forth in SCHEDULE 3.17 hereto do not individually or in the aggregate materially impair or prohibit the current use or operation of the Owned Real Estate by the Company or the Subsidiaries; (d) Except as set forth in SCHEDULE 3.17 hereto, there are no condemnation Proceedings pending or, to the Knowledge of the Company or the Shareholder, Threatened with respect to all or any part of any parcel of Real Estate. SCHEDULE 3.17 hereto sets forth all private condemnation proceedings that complete copies thereof have been initiated by the Company under a statutory power of condemnation granted by the North Carolina General Statutes (Chapter 40Amade available to Broadband. All such Leases are valid, Section 40A-3(a)(1)); (e) To the Knowledge of the Company or the Shareholder, except for the Permitted Encumbrances binding and those Encumbrances set forth in SCHEDULE 3.17 hereto, there are no Encumbrances which materially and adversely affect the use or occupancy of all or any part of any parcel of Owned Real Estate or any easements; (f) Except as set forth in SCHEDULE 3.17 hereto, to the Knowledge of the Company or the Shareholder, the improvements located on each parcel of Real Estate, including fences, driveways and other structures occupied, used or claimed by the Company or the Subsidiaries, are wholly within the boundary lines of such parcels of Real Estate and such improvements and the present uses thereof by the Company and the Subsidiaries, as applicable, do not in any material respect infringe upon the rights of any other Person; (g) Except as set forth in SCHEDULE 3.17 hereto, to the Knowledge of the Company or the Shareholder, no buildings, fences, driveways or other structures of any adjoining owner encroach, in any material respect which interferes with the operation of the Business, upon any part of any parcel of Real Estate or any easements; (h) Except as set forth in SCHEDULE 3.17, the Company and the Subsidiaries, as applicable, have all easements (or access through public utility easements) on to private property, construction permits, highway encroachment agreements and permits (and other similar licenses and permits) and right-of-way-licenses reasonably necessary to conduct the Business and to use and operate the Real Estate in the manner it is currently being used and operated by the Company and the Subsidiaries, except where the failure to have any such easements or access, construction permits, highway encroachment agreements and permits (and other similar licenses and permits), and right-of-way licenses would not have a Material Adverse Effect; (i) Neither the Company nor any Subsidiary is in default in the performance of any material obligation under the Leases or easements, and to the Knowledge of the Company or the Shareholder, none of the other parties to the Leases or easements are in default in performance of their material obligations thereunder, the Leases and easements are in full force and effect, effect and neither the Company nor any of the Subsidiaries has assigned its rights under the Leases or easements; (j) Except as set forth in SCHEDULE 3.17 neither the Company nor any Subsidiary has leased or granted to any other Person or entity the right to use or occupy all or any portion of the Owned Real Estate, and the Owned Real Estate is not subject to an option or right to purchase in favor of any Person or entity; (k) Except as set forth in SCHEDULE 3.17, no consents to or approval of the transactions contemplated are enforceable by this Agreement are required from any Person or entity under the terms of the easements or Leases, and to the extent a consent or approval is required (each, a "REQUIRED CONSENT"), on or before Closing, the Shareholder shall, at its sole cost, obtain the Required Consent, in form reasonably satisfactory to the Purchaser; and (l) Except as set forth in SCHEDULE 3.17, each of the parcels of Owned Real Estate constitutes a separate tax parcel, and is not taxed with any other real property. The Purchaser acknowledges and agrees that the title commitment and survey work and documentation provided in Section 5.14 of this Agreement may contain additional information regarding the Owned Real Estate of which the Shareholder does not have Knowledge as of the date of this Agreement and, as a result, may be properly included in a Supplement submitted by the Shareholder Las Americas in accordance with their terms (except as such enforceability may be affected by bankruptcy, reorganization, moratorium or similar Laws generally affecting creditors' rights and by general principles of equity or public policy limitations) and have not been modified or amended except as noted in SECTION 4.8(b) of the terms Las Americas Due Diligence Schedules; Las Americas has performed all material obligations required to be performed by it under each such Lease; and there has been no material breach or default under any such Leases by Las Americas, or, to Las Americas' knowledge, any other party thereto, nor any such breach or default by Las Americas, or, to Las Americas' knowledge, any other party thereto which with notice or lapse of Section 13.21 time or both would constitute a material event of this Agreementdefault thereunder.

Real Estate. With respect to real estate (including fixtures and improvements) owned by the Company or the Subsidiaries (the "OWNED REAL ESTATE"), and real estate (including fixtures and improvements) leased by the Company or the Subsidiaries (the "LEASED REAL ESTATE") (collectively, Owned Real Estate and Leased Real Estate shall be referred to herein as "REAL ESTATE"): (a) SCHEDULE 3.17 contains a description (including system name, county internal identification numbers and deed and map referencesSection 3.14(a) segregated by each of the Company CDT Disclosure Schedule sets forth a true, correct and the complete list of all real property owned in fee simple by CDT or any of its Subsidiaries of each parcel of Owned Real Estate and a listing and description (including the parties, term, expiration date(s), address, and the general use description of the leased premises) of each written or oral lease regarding Leased Real Estate which is not otherwise set forth in SCHEDULE 3.16 hereto (the leases of Leased Real Estate described in SCHEDULE 3.16 and SCHEDULE 3.17 are collectively, the "LEASESCDT Owned Real Property");. Except as set forth in Section 3.14(a) of the CDT Disclosure Schedule, with respect to each such parcel of CDT Owned Real Property: (1) 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 other than CDT Leases (as defined in Section 3.14(b)); and (2) there are no outstanding rights of first refusal, rights of first offer or options to purchase such parcel or interest thereon. (b) All of the leases, subleases, licenses, concessions and other agreements pursuant to which CDT or any of its Subsidiaries holds a leasehold or subleasehold estate or other right to use or occupy any interest in real property and pays an annual rent in excess of $500,000 therefor (the "CDT Leases") and each leased or subleased parcel of real property in which CDT or any of its Subsidiaries is a tenant or subtenant and pays an annual rent in excess of $500,000 therefrom (collectively, the "CDT Leased Real Property") are listed in Section 3.14(b) of the CDT Disclosure Schedule. CDT (either directly or through a Subsidiary) holds a valid and existing leasehold or subleasehold interest, as applicable, in the CDT Leased Real Property under each of the CDT Leases. CDT has delivered or made available to Belden true, correct and complete copies of each of the CDT Leases, inxxxxxxg, without limitation, all amendments, modifications, side agreements, consents, subordination agreements and guarantees. With respect to each CDT Lease: (1) the CDT Lease is legal, valid, binding, enforceable and in full force and effect; (2) neither CDT (or its applicable Subsidiary), nor, to the Knowledge of CDT, any other party to the CDT Lease, is in any material respect in breach or default under the CDT Lease, and no event has occurred that, with notice or lapse of time, would constitute a breach or default in any material respect by CDT (or such Subsidiary) or permit termination, modification or acceleration under the CDT Lease by any other party thereto; (3) CDT (or its applicable Subsidiary) has performed all of its obligations in all material respects under the CDT Lease; (4) CDT has not, and, to the Knowledge of CDT, no third party has, repudiated any provision of the CDT Lease; and (5) CDT has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the CDT Lease. (c) The CDT Owned Real Property and the CDT Leased Real Property are referred to collectively herein as the "CDT Real Property." The CDT Real Property comprise all of the real property used or intended to be used in, or otherwise related to, the business of CDT or any of its Subsidiaries. To the Knowledge of CDT, except as set forth in Section 3.14(c) of the CDT Disclosure Schedule, each parcel of CDT Real Property is in compliance in all material respects with all existing Laws, including, without limitation, (1) the Americans with Disabilities Act, 42 U.S.C. Section 12102 et seq., together with all rules, regulations and official interpretations promulgated pursuant thereto, except where noncompliance would not reasonably be likely to have a Material Adverse Effect on CDT, and (2) all Laws with respect to zoning, building, fire, life safety, health codes and sanitation. CDT and its Subsidiaries have received no notice of, and have no Knowledge of, any condition currently or previously existing on the CDT Real Property or any portion thereof that may give rise to any violation of, or require any remediation under, any existing Law applicable to the CDT Real Property if it were disclosed to the authorities having jurisdiction over such CDT Real Property other than those arising in the ordinary course of business, except where noncompliance would not reasonably be likely to result in a material cost to, or otherwise have a material and adverse effect upon, the business or operations of CDT and its Subsidiaries taken as a whole. (d) No damage or destruction has occurred with respect to any of the CDT Real Property that has had or resulted in, or is reasonably likely to have or result in, a Material Adverse Effect. All buildings, structures, improvements, fixtures, building systems and equipment, and all components thereof (the "Improvements"), included in the CDT Real Property are in all material respects in good condition and repair and sufficient for the operation of the business conducted thereon (ordinary wear and tear excepted). (e) Except as set forth in SCHEDULE 3.17 heretoSection 3.14(e) of the CDT Disclosure Schedule, there are is no deferred property Taxes or assessments with respect to the Real Estate which may or will become due and payable as a result of the consummation of the transaction contemplated hereby; (c) The Companycondemnation, and each Subsidiary, respectively, is the sole owner in fee simple title of each parcel of Owned Real Estate and each such parcel is free and clear of any and all Encumbrances, except (A) those parcels of Owned Real Estate that are held in fee simple determinable, fee simple subject to condition subsequent or are held solely pursuant to easement (perpetual or otherwise), and (B) (i) those Encumbrances set forth in SCHEDULE 3.17 hereto, (ii) municipal zoning ordinances, recorded or platted easements for public utilities and recorded building and use restrictions and covenants, (iii) general Real Estate Taxes and installments of special assessments payable in the year of Closing, and (iv) minor survey exceptions, Encumbrances, licenses, easements or reservations of, or rights of others for, oil, gas minerals, ores or metals, rights of way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning expropriation or other restrictions on the use of real property, minor defects proceeding in title or other similar charges or Encumbrances not interfering in any material respect with the Ordinary Course of Business of the Company or with the use or ownership of the Owned Real Estate (collectively the "PERMITTED ENCUMBRANCES"). To the Knowledge of the Company or the Shareholder, the Permitted Encumbrances and those Encumbrances set forth in SCHEDULE 3.17 hereto do not individually or in the aggregate materially impair or prohibit the current use or operation of the Owned Real Estate by the Company or the Subsidiaries; (d) Except as set forth in SCHEDULE 3.17 hereto, there are no condemnation Proceedings eminent domain pending or, to the Knowledge of the Company or the ShareholderCDT's Knowledge, Threatened with respect to all or any part of any parcel of Real Estate. SCHEDULE 3.17 hereto sets forth all private condemnation proceedings that have been initiated by the Company under a statutory power of condemnation granted by the North Carolina General Statutes (Chapter 40Athreatened, Section 40A-3(a)(1)); (e) To the Knowledge of the Company or the Shareholder, except for the Permitted Encumbrances and those Encumbrances set forth in SCHEDULE 3.17 hereto, there are no Encumbrances which materially and adversely affect the use or occupancy of all or any part of any parcel of Owned Real Estate or any easements; (f) Except as set forth in SCHEDULE 3.17 hereto, to the Knowledge of the Company or the Shareholder, the improvements located on each parcel of Real Estate, including fences, driveways and other structures occupied, used or claimed by the Company or the Subsidiaries, are wholly within the boundary lines of such parcels of Real Estate and such improvements and the present uses thereof by the Company and the Subsidiaries, as applicable, do not in affecting any material respect infringe upon the rights of any other Person; (g) Except as set forth in SCHEDULE 3.17 hereto, to the Knowledge of the Company or the Shareholder, no buildings, fences, driveways or other structures of any adjoining owner encroach, in any material respect which interferes with the operation of the Business, upon any part of any parcel of CDT Real Estate or any easements; (h) Except as set forth in SCHEDULE 3.17, the Company and the Subsidiaries, as applicable, have all easements (or access through public utility easements) on to private property, construction permits, highway encroachment agreements and permits (and other similar licenses and permits) and right-of-way-licenses reasonably necessary to conduct the Business and to use and operate the Real Estate in the manner it is currently being used and operated by the Company and the Subsidiaries, except where the failure to have any such easements or access, construction permits, highway encroachment agreements and permits (and other similar licenses and permits), and right-of-way licenses would not have a Material Adverse Effect; (i) Neither the Company nor any Subsidiary is in default in the performance of any material obligation under the Leases or easements, and to the Knowledge of the Company or the Shareholder, none of the other parties to the Leases or easements are in default in performance of their material obligations thereunder, the Leases and easements are in full force and effect, and neither the Company nor any of the Subsidiaries has assigned its rights under the Leases or easements; (j) Except as set forth in SCHEDULE 3.17 neither the Company nor any Subsidiary has leased or granted to any other Person or entity the right to use or occupy all Property or any portion of the Owned Real Estate, and the Owned Real Estate is not subject to an option thereof or right to purchase in favor of any Person or entity; (k) Except as set forth in SCHEDULE 3.17, no consents to or approval of the transactions contemplated by this Agreement are required from any Person or entity under the terms of the easements or Leases, and to the extent a consent or approval is required (each, a "REQUIRED CONSENT"), on or before Closing, the Shareholder shall, at its sole cost, obtain the Required Consent, in form reasonably satisfactory to the Purchaser; and (l) Except as set forth in SCHEDULE 3.17, each of the parcels of Owned Real Estate constitutes a separate tax parcel, and is not taxed with any other real property. The Purchaser acknowledges and agrees that the title commitment and survey work and documentation provided in Section 5.14 of this Agreement may contain additional information regarding the Owned Real Estate of which the Shareholder does not have Knowledge as of the date of this Agreement and, as a result, may be properly included in a Supplement submitted by the Shareholder in accordance with the terms of Section 13.21 of this Agreementinterest therein.

Real Estate. With respect to (a) SCHEDULE 6.6 sets forth an accurate, correct and complete list of each parcel of real estate (including fixtures and improvements) property owned by the Company or the Subsidiaries Seller (the "OWNED REAL ESTATEOwned Real Estate"), including a street address, complete legal description and real estate a list of all contracts and agreements relating to or affecting the Real Estate or any interest therein. The Seller has delivered to the Purchaser accurate, correct and complete copies of all such contracts and agreements. The Seller has, and will at Closing have, fee simple insurable title to, and is, or will be at Closing, in possession of, all of the Owned Real Estate, in each case free and clear of all liens (including fixtures except for the Mortgage Obligations and improvements) leased by matters disclosed on SCHEDULE 6.5 as Permitted Liens), tenancies and other possessory interests, contracts of sale, contract sale agreements, conditional sale or other title retention agreements, licenses, options, rights of first refusal, defects in title, encumbrances, encroachments and other rights burdening or otherwise affecting the Company or the Subsidiaries (the "LEASED REAL ESTATE") (collectively, Owned Real Estate in any way whatsoever, including without limitation: (i) rights or claims of parties in possession; (ii) easements or claims not shown by public records; (iii) encroachments, overlaps, boundary line or water drainage disputes or any other matter which would be disclosed by an accurate survey of the Owned Real Estate; (iv) or options to purchase. All contracts, agreements and Leased undertakings affecting the Owned Real Estate shall be referred to herein as "REAL ESTATE"):set forth in SCHEDULE 6.6 (a) SCHEDULE 3.17 contains are legally valid and binding and in full force and effect; there are no defaults, offsets, counterclaims or defenses thereunder; and the Seller has received no written notice of default, offset, counterclaim or defense under any such contracts or agreements. (b) Except as may be indicated in the Title Policy or on the Survey(s) (as defined in Sections 8.1 and 8.2, respectively), no Owned Real Estate is located within a description (including system nameflood, county internal identification numbers coastal or erosion hazard area. Except for Permitted Liens, neither the whole nor any portion of any Real Estate owned, leased, occupied or used by the Seller has been condemned, requisitioned or otherwise taken by any public authority, and deed and map references) segregated by each no notice of any such condemnation, requisition or taking has been received. To the Knowledge of the Company and Seller, no such condemnation, requisition or taking is threatened or contemplated. The Seller has no Knowledge of any public improvements which may require an expenditure of funds or result in special assessments against or otherwise affect the Subsidiaries Owned Real Estate. (c) The Owned Real Estate is in substantial compliance with all applicable zoning, building, health, fire, water, use or similar statutes, codes, ordinances, laws, rules or regulations. The zoning of each parcel of Owned Real Estate and a listing and description (including permits the parties, term, expiration date(s), address, existing improvements and the general use description continuation without additional requirements following consummation of the leased premises) transactions contemplated hereby of each written or oral lease regarding Leased Real Estate which is not otherwise set forth in SCHEDULE 3.16 hereto (the leases of Leased Real Estate described in SCHEDULE 3.16 and SCHEDULE 3.17 are collectively, Seller's Business as presently conducted thereon. To the "LEASES"); (b) Except as set forth in SCHEDULE 3.17 heretoSeller's Knowledge, there are is no deferred property Taxes proposed federal, state or assessments with respect to local statute, ordinance, order, requirement, law or regulation (including, but not limited to, zoning changes) which may materially and adversely affect the current or planned use of such Real Estate. The Seller has no Knowledge that the current use of the Real Estate which may or will become due any plants or equipment located thereon is dependent on any nonconforming use or other permit. The Seller has received the licenses, certificates, permits, approvals, authorizations and payable as a result variances listed on SCHEDULE 6.15 and, to the Seller's Knowledge, the Permits comprise all of the consummation material licenses, certificates of occupancy, permits and authorizations required to operate the transaction contemplated hereby; (c) Seller's Business and utilize the Real Estate. The CompanySeller has all material easements and rights necessary to conduct the Seller's Business, and each Subsidiary, respectively, is the sole owner in fee simple title of each parcel of Owned Real Estate and each such parcel is free and clear of any and all Encumbrances, except (A) those parcels of Owned Real Estate that are held in fee simple determinable, fee simple subject to condition subsequent or are held solely pursuant to easement (perpetual or otherwise), and (B) (i) those Encumbrances set forth in SCHEDULE 3.17 hereto, (ii) municipal zoning ordinances, recorded or platted including easements for public utilities and recorded building and use restrictions and covenantsall utilities, (iii) general Real Estate Taxes and installments of special assessments payable in the year of Closingservices, and (iv) minor survey exceptionsroadway, Encumbrances, licenses, easements or reservations of, or rights of others for, oil, gas minerals, ores or metals, rights of way, sewers, electric lines, telegraph and telephone lines railway and other similar purposes, or zoning or other restrictions on the use means of real property, minor defects in title or other similar charges or Encumbrances not interfering in any material respect with the Ordinary Course of Business of the Company or with the use or ownership of the Owned Real Estate (collectively the "PERMITTED ENCUMBRANCES")ingress and egress. To the Knowledge of the Company Seller, no fact or condition exists which would result in the termination or impairment of access to the Real Estate or discontinuation of sewer, water, electric, gas, telephone, waste disposal or other utilities or services. (d) The Seller has delivered to the Purchaser accurate, correct and complete copies of all title insurance policies, title reports, surveys, property reports and similar reports in Seller's possession, if any, with respect to each parcel of Real Estate. (e) Except as set forth on SCHEDULE 6.6, there is no construction work being done at, or construction materials being supplied to, any parcel of Real Estate, except in connection with routine maintenance projects. (f) SCHEDULE 6.6(f) contains copies of the real estate tax bills and detailed assessments in the Seller's possession relating to the last five (5) years. The Real Estate is each a separately subdivided parcel and is separately assessed from all adjacent property for purposes of real estate taxes. The sale or lease of the Real Estate to Purchaser does not and will not violate or conflict with the requirements of any subdivision plan or any other restriction of record applicable to the Real Estate. The use of the Real Estate is currently separate and distinct from other businesses conducted in the subdivision and does and will comply with all subdivision requirements and will not require the consent or approval of or filing with any authority or other person. The sale or lease of the Real Estate to Purchaser does not and will not adversely affect any existing property tax abatement and will not result in any upward reassessment of facilities located thereon. (g) The Seller has no Knowledge of defects in the exterior walls or the Shareholderinterior bearing walls, the Permitted Encumbrances foundation, the roof or any structural component of any plant, building, garage or other such structure located on the Real Estate which would have an adverse effect on the operation of the Real Estate as presently operated, and those Encumbrances set forth the electrical, plumbing, heating and air conditioning systems, and all building facilities and equipment, of any plants, buildings, garages or structures are in SCHEDULE 3.17 hereto do good operating condition and repair, considering their related age and current use. (h) The Seller has not individually received any written or in oral notice or order by any authority, any insurance company which has issued a policy with respect to any of the aggregate materially impair or prohibit the current use or operation facilities located on any of the Owned Real Estate by the Company parcels or the Subsidiaries; any board of fire underwriters or other body exercising similar functions which; (di) Except as set forth in SCHEDULE 3.17 heretorelates to material violations of building, there are no condemnation Proceedings pending orsafety, to the Knowledge of the Company fire or the Shareholderother ordinances or regulations, Threatened (ii) claims any material defect or deficiency with respect to all any of such facilities or any part (iii) requests the performance of any parcel material repairs, alterations or other work to or in any of such facilities or in the streets bounding the same which has not been satisfied, waived or cured and which would substantially detract from the value of the Real Estate. SCHEDULE 3.17 hereto sets forth all private condemnation proceedings that have been initiated by the Company under a statutory power of condemnation granted by the North Carolina General Statutes (Chapter 40A, Section 40A-3(a)(1));. (ei) To the Knowledge Seller's Knowledge, no defect or condition of the Company or the Shareholder, except for the Permitted Encumbrances and those Encumbrances set forth in SCHEDULE 3.17 hereto, there are no Encumbrances which materially and adversely affect the use or occupancy of all or any part of any parcel of Owned Real Estate or any easements;the soil or geology thereof exists which will impair the current use thereof. (fj) Except as set forth in SCHEDULE 3.17 hereto, The Seller has legal and practical access to the Knowledge of the Company or the Shareholder, the improvements located on each parcel of Real Estate, including fences, driveways and other structures occupied, used or claimed by the Company or the Subsidiaries, are wholly within the boundary lines of such parcels of Real Estate and such improvements and the present uses thereof by the Company and the Subsidiaries, as applicable, do not in any material respect infringe upon the rights of any other Person; at least one (g1) Except as set forth in SCHEDULE 3.17 hereto, to the Knowledge of the Company or the Shareholder, no buildings, fences, driveways or other structures of any adjoining owner encroach, in any material respect which interferes with the operation of the Business, upon any part of any parcel of Real Estate or any easements; (h) Except as set forth in SCHEDULE 3.17, the Company and the Subsidiaries, as applicable, have all easements (or access through public utility easements) on to private property, construction permits, highway encroachment agreements and permits (and other similar licenses and permits) and right-of-way-licenses reasonably necessary to conduct the Business and to use and operate the Real Estate in the manner it is currently being used and operated by the Company and the Subsidiaries, except where the failure to have any such easements or access, construction permits, highway encroachment agreements and permits (and other similar licenses and permits), and publicly dedicated right-of-way licenses would or road; the Seller has not have a Material Adverse Effect; (i) Neither the Company nor any Subsidiary is in default in the performance received written notices of any material obligation under adverse claims to such access that would materially adversely affect the Leases or easements, and to use currently being made of such access by the Knowledge of the Company or the Shareholder, none of the other parties to the Leases or easements are in default in performance of their material obligations thereunder, the Leases and easements are in full force and effect, and neither the Company nor any of the Subsidiaries has assigned its rights under the Leases or easements; (j) Except as set forth in SCHEDULE 3.17 neither the Company nor any Subsidiary has leased or granted to any other Person or entity the right to use or occupy all or any portion of the Owned Real Estate, and the Owned Real Estate is not subject to an option or right to purchase in favor of any Person or entity;Seller. (k) Except as set forth in SCHEDULE 3.17To the Seller's Knowledge, there are no consents to or approval encroachments onto the Real Estate of the transactions contemplated by this Agreement are required from any Person or entity under the terms of the easements or Leases, and to the extent a consent or approval is required (each, a "REQUIRED CONSENT"), improvements on or before Closing, the Shareholder shall, at its sole cost, obtain the Required Consent, in form reasonably satisfactory to the Purchaser; andany adjoining property. (l) Except as set forth in SCHEDULE 3.17Public and private utilities servicing the Real Estate have adequate capacity to meet the utility requirements to the extent presently operated by Seller for the current use of such Real Estate. (m) To the Seller's Knowledge, each there is no plan, study or report by any governmental authority or any nongovernmental person or agency which if implemented may adversely affect the current or planned use of the parcels of Owned Real Estate constitutes a separate tax parcel, and is not taxed Estate. (n) The Seller has no oral or written agreement with any other real property. The Purchaser acknowledges and agrees that estate broker, agent or finder with respect to the title commitment and survey work and documentation provided in Section 5.14 of this Agreement may contain additional information regarding the Owned Real Estate of which the Shareholder does not have Knowledge as of the date of this Agreement and, as a result, may be properly included in a Supplement submitted by the Shareholder in accordance with the terms of Section 13.21 of this AgreementEstate.

Real Estate. With respect to (a) Schedule 2.14 contains a complete and accurate list of the following: (i) all real estate property and interests in real property and the buildings, structures and improvements thereon (including fixtures and improvementsthe "Owned Property") owned by the Company or the Subsidiaries a Subsidiary, or which Company or a Subsidiary is contractually obligated to purchase; (ii) all leases (the "OWNED REAL ESTATELeases")) of real property and interests in real property and the buildings, structures and real estate (including fixtures and improvements) leased by the Company or the Subsidiaries improvements thereon (the "LEASED REAL ESTATELeased Property") (collectively, Owned Real Estate and Leased Real Estate shall be referred pursuant to herein as "REAL ESTATE"):which Company or a Subsidiary is the lessee; (aiii) SCHEDULE 3.17 contains all contracts or options (and all amendments, extensions and modifications thereto) held by Company or a description Subsidiary, or contractual obligations (including system nameand all amendments, county internal identification numbers extensions and deed modifications thereto) on the part of Company or a Subsidiary to purchase or acquire any interest in real property; (iv) all contracts or options (and map referencesall amendments, extensions and modifications thereto) segregated granted by each Company or a Subsidiary, or contractual obligations (and all amendments, extensions and modifications thereto) on the part of Company or a Subsidiary to sell or dispose of any interest in real property; and (v) all policies of title insurance issued to Company or a Subsidiary with respect to the Facilities. (b) The Facilities are sufficient for the conduct of the business of Company and the Subsidiaries of each parcel of Owned Real Estate and a listing and description (including the parties, term, expiration date(s), address, and the general use description of the leased premises) of each written or oral lease regarding Leased Real Estate which as such business is not otherwise set forth in SCHEDULE 3.16 hereto (the leases of Leased Real Estate described in SCHEDULE 3.16 and SCHEDULE 3.17 are collectively, the "LEASES"); (b) now conducted. Except as set forth in SCHEDULE 3.17 heretoSchedule 2.14, there Company or a Subsidiary has the right under valid and existing leases or other agreements to occupy and use all Leased Property which it uses in the conduct of their business. Neither the whole nor any portion of the Facilities has been condemned, requisitioned or otherwise taken by any Governmental Authority, and neither Company nor a Subsidiary has received any notice that any such condemnation, requisition or taking is threatened, which condemnation, requisition or taking would preclude or impair the current use thereof. All buildings, structures and appurtenances comprising part of the Facilities which are no deferred property Taxes currently being used in the conduct of the business of Company or assessments any Subsidiary are in good condition and have been reasonably maintained, normal wear and tear excepted. All Facilities have received all required approvals of Governmental Authorities (including, without limitation, permits and a certificate of occupancy or other similar certificate permitting lawful occupancy of the Facilities) required in connection with respect the operation thereof and have been operated and maintained in accordance with applicable laws, rules and regulations. All Facilities are supplied with utilities (including, without limitation, water, sewage, disposal, electricity, gas and telephone) and other services necessary for the operation of such Facilities as currently operated. The improvements constructed on the Facilities, including, without limitation, all Leasehold Improvements, and all fixtures and equipment and other tangible assets owned, leased or used by Company or a Subsidiary at the Facilities are (i) insured to the Real Estate extent and in a manner customary in the industry, (ii) structurally sound with no known defects, (iii) in good operating condition and repair, subject to ordinary wear and tear, (iv) not in need of maintenance or repair except for ordinary routine maintenance and repair, the cost of which may or will become due would not be material, (v) sufficient for the operation of Company's and payable the Subsidiaries' businesses as a result of the consummation of the transaction contemplated hereby;presently conducted and (vi) in conformity with all applicable laws, ordinances, orders, regulations and other requirements relating thereto currently in effect. (c) The CompanyCompany has good and marketable title to the Owned Property, subject to no mortgage, pledge, lien, security interest, conditional sale agreement, encumbrance or charge, and each Subsidiarythere are no encroachments by Company or a Subsidiary on abutting property and no encroachments by others on their properties, respectivelyexcept: as reflected in the Recent Balance Sheet; tax, is materialmen's or like liens for obligations not yet due or payable or being contested in good faith by appropriate proceedings described in Schedule 2.14; such imperfections of title and encumbrances which do not detract from the sole owner in fee simple title value thereof for the conduct of each parcel the business conducted there, or interfere with the use thereof for the conduct of Owned Real Estate the business conducted there; zoning and each such parcel is free building ordinances, recorded building use and clear other restrictions and easements and quasi-easements of any record, licenses, covenants, rights-of-way and all Encumbrancesother similar restrictions, except (A) those parcels which do not interfere with the use thereof for the conduct of Owned Real Estate that are held in fee simple determinablethe business conducted there; and mortgages, fee simple subject to condition subsequent deeds of trust or are held solely pursuant to easement (perpetual or otherwise)other claims and encumbrances, and (B) (i) those Encumbrances as set forth in SCHEDULE 3.17 hereto, (ii) municipal zoning ordinances, recorded or platted easements for public utilities and recorded building and use restrictions and covenants, (iii) general Real Estate Taxes and installments of special assessments payable in the year of Closing, and (iv) minor survey exceptions, Encumbrances, licenses, easements or reservations of, or rights of others for, oil, gas minerals, ores or metals, rights of way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions on the use of real property, minor defects in title or other similar charges or Encumbrances not interfering in any material respect with the Ordinary Course of Business of the Company or with the use or ownership of the Owned Real Estate (collectively the "PERMITTED ENCUMBRANCES")Schedule 2.14. To the Knowledge of the Company or the Shareholder, the Permitted Encumbrances and those Encumbrances Except as set forth in SCHEDULE 3.17 hereto do not individually or in the aggregate materially impair or prohibit the current use or operation of the Owned Real Estate by the Schedule 2.14, neither Company nor a Subsidiary nor any Selling Stockholder has received any written notice that Company or a Subsidiary is in violation of any zoning, use, occupancy, building, or environmental regulation, ordinance or other law, order, regulation or requirement relating to the Subsidiaries;Facilities, including, without limitation, Environmental Laws. (d) Except as set forth in SCHEDULE 3.17 heretoSchedule 2.14, there are no condemnation Proceedings pending or, to the Knowledge of the Company or the Shareholder, Threatened with respect to all or any part of any parcel of Real Estate. SCHEDULE 3.17 hereto sets forth all private condemnation proceedings that have been initiated by the Company under a statutory power of condemnation granted by the North Carolina General Statutes (Chapter 40A, Section 40A-3(a)(1)); (e) To the Knowledge of the Company or the Shareholder, except for the Permitted Encumbrances and those Encumbrances set forth in SCHEDULE 3.17 hereto, there are no Encumbrances which materially and adversely affect the use or occupancy of all or any part of any parcel of Owned Real Estate or any easements; (f) Except as set forth in SCHEDULE 3.17 hereto, to the Knowledge of the Company or the Shareholder, the improvements located on each parcel of Real Estate, including fences, driveways and other structures occupied, used or claimed by the Company or the Subsidiaries, are wholly within the boundary lines of such parcels of Real Estate and such improvements and the present uses thereof by the Company and the Subsidiaries, as applicable, do not in any material respect infringe upon the rights of any other Person; (g) Except as set forth in SCHEDULE 3.17 hereto, to the Knowledge of the Company or the Shareholder, no buildings, fences, driveways or other structures of any adjoining owner encroach, in any material respect which interferes with the operation of the Business, upon any part of any parcel of Real Estate or any easements; (h) Except as set forth in SCHEDULE 3.17, the Company and the Subsidiaries, as applicable, have all easements (or access through public utility easements) on to private property, construction permits, highway encroachment agreements and permits (and other similar licenses and permits) and right-of-way-licenses reasonably necessary to conduct the Business and to use and operate the Real Estate in the manner it Lease is currently being used and operated by the Company and the Subsidiaries, except where the failure to have any such easements or access, construction permits, highway encroachment agreements and permits (and other similar licenses and permits), and right-of-way licenses would not have a Material Adverse Effect; (i) Neither the Company nor any Subsidiary is in default in the performance of any material obligation under the Leases or easements, and to the Knowledge of the Company or the Shareholder, none of the other parties to the Leases or easements are in default in performance of their material obligations thereunder, the Leases and easements are in full force and effect, and neither the Company nor a Subsidiary is in default of its obligations under any Lease, and no Lease is subject to or encumbered by any lien or other restriction which impairs the use of the Subsidiaries has assigned its rights under property to which it relates in the Leases business of Company or easements; (j) Except a Subsidiary as set forth in SCHEDULE 3.17 neither the Company nor any Subsidiary has leased or granted to any other Person or entity the right to use or occupy all or any portion of the Owned Real Estate, and the Owned Real Estate is not subject to an option or right to purchase in favor of any Person or entity; (k) Except as set forth in SCHEDULE 3.17, no consents to or approval of the transactions contemplated by this Agreement are required from any Person or entity under the terms of the easements or Leases, and to the extent a consent or approval is required (each, a "REQUIRED CONSENT"), on or before Closing, the Shareholder shall, at its sole cost, obtain the Required Consent, in form reasonably satisfactory to the Purchaser; and (l) Except as set forth in SCHEDULE 3.17, each of the parcels of Owned Real Estate constitutes a separate tax parcel, and is not taxed with any other real property. The Purchaser acknowledges and agrees that the title commitment and survey work and documentation provided in Section 5.14 of this Agreement may contain additional information regarding the Owned Real Estate of which the Shareholder does not have Knowledge as of the date of this Agreement and, as a result, may be properly included in a Supplement submitted by the Shareholder in accordance with the terms of Section 13.21 of this Agreementnow conducted.

Real Estate. Schedule 3.17 contains a list of all easements under which the Company is the benefited party (the "Easements"). With respect to each parcel of real estate (including fixtures and improvements) owned by the Company or the Subsidiaries (the "OWNED REAL ESTATE"), and each parcel of real estate (including fixtures and improvements) leased by the Company or the Subsidiaries (the "LEASED REAL ESTATE") (collectively, Owned Real Estate and Leased Real Estate shall be referred to herein as "REAL ESTATE"): (a) SCHEDULE 3.17 contains a complete and accurate legal description (including system name, county internal identification numbers and deed and map references) segregated by each of the Company and the Subsidiaries of each parcel of Owned Real Estate and a listing and description (including the parties, term, expiration date(s), address, and the general use description of the leased premises) of each written or oral lease regarding Leased Real Estate which is not otherwise set forth in described on SCHEDULE 3.16 hereto (the leases of Leased Real Estate described in SCHEDULE 3.16 and SCHEDULE 3.17 are collectively, the "LEASES")hereto; (b) Except as set forth on SCHEDULE 3.17 hereto, to the Knowledge of Shareholders, there are no public improvements affecting any parcel of Owned Real Estate or Leased Real Estate (collectively the "REAL ESTATE"), including, but not limited to, water, sewer, sidewalk, street, alley, curbing, landscaping or related improvements, which have been commenced and/or completed and for which an assessment has not been levied or, to Shareholders' Knowledge, which may be levied after the date of this Agreement; (c) Except as set forth in SCHEDULE Schedule 3.17 hereto, there are no deferred property Taxes or assessments with respect to the Real Estate which may or will become due and payable as a result of the consummation of the transaction contemplated hereby; (cd) The Company, and each Subsidiary, respectively, Company is the sole owner in fee simple title of each parcel of Owned Real Estate and each such parcel is free and clear of any and all Encumbrances, except (A) those parcels of Owned Real Estate that are held in fee simple determinable, fee simple subject to condition subsequent or are held solely pursuant to easement (perpetual or otherwise), and (B) (i) those Encumbrances set forth in SCHEDULE 3.17 hereto, (ii) municipal zoning ordinances, recorded or platted easements for public utilities and recorded building and use restrictions and covenants, (iii) general Real Estate real estate Taxes and installments of special assessments payable in the year of Closing, and (iv) minor survey exceptions, Encumbrancesencumbrances, licenses, easements or reservations of, or rights of others for, oil, gas minerals, ores or metals, rights of way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions on the use of real property, minor defects in title or other similar charges or Encumbrances encumbrances not interfering in any material respect with the Ordinary Course of Business of the Company or with the use or ownership of the Owned Real Estate (collectively the "PERMITTED ENCUMBRANCES"). To the Knowledge of the Company or the ShareholderShareholders' Knowledge, the Permitted Encumbrances and those Encumbrances encumbrances set forth in SCHEDULE SCHEDULES 3.17 hereto do not individually or in the aggregate materially impair or prohibit the Company's current use or operation of the Owned Real Estate by the Company or the SubsidiariesEstate; (de) Except as set forth in SCHEDULE 3.17 hereto, there are no condemnation Proceedings pending or, to the Knowledge of the Company or the ShareholderShareholders' Knowledge, Threatened with respect to all or any part of any parcel of Real Estate. SCHEDULE 3.17 hereto sets forth all private condemnation proceedings that have been initiated by the Company under a statutory power of condemnation granted by the North Carolina General Statutes (Chapter 40A, Section 40A-3(a)(1)); (ef) To the Knowledge of the Company or the ShareholderShareholders' Knowledge, except for the Permitted Encumbrances and those Encumbrances encumbrances set forth in SCHEDULE SCHEDULES 3.17 hereto, there are no Encumbrances private restrictions, covenants, or reservations which materially and adversely affect the use or occupancy of all or any part of any parcel of Owned Real Estate or any easementsof the Easements; (fg) To Shareholder's Knowledge, there are no Applicable Laws requiring repair, alteration or correction of any existing condition on any parcel of Real Estate and, to Shareholders' Knowledge, there are no conditions that could give rise to the same; (h) To the Shareholders' Knowledge, except as set forth in SCHEDULE 3.17 hereto, (a) there are no structural, mechanical or other defects of material significance in any of the buildings, improvements, fixtures and equipment, including the roof, heating, ventilating, air conditioning, electrical, plumbing and sanitary disposal systems, located on any parcel of Real Estate, and (b) all such buildings, improvements, fixtures and equipment, including the roof, heating, ventilating, air conditioning, electrical, plumbing and sanitary disposal systems, will be until the Date of Closing, maintained in good repair, working order and condition, ordinary wear and tear excepted; (i) Except as set forth in SCHEDULE 3.17 hereto, the improvements on each parcel of Real Estate and the Company's or RFC's use thereof comply in all material respects with any and all building, zoning, subdivision, traffic, parking, land use, occupancy, health and other Applicable Laws pertaining to the Real Estate or to the development, construction, management, use and operations of the improvements thereon; (j) Except as set forth in SCHEDULE 3.17 hereto, to the Knowledge of the Company or the ShareholderShareholders, the improvements located on each parcel of Real Estate, including fences, driveways and other structures occupied, used or claimed by the Company or the SubsidiariesRFC, are wholly within the boundary lines of such parcels of Real Estate and such improvements and the Company's present uses thereof by the Company and the Subsidiaries, as applicable, do not in any material respect infringe upon the rights of any other Person; (gk) Except as set forth in SCHEDULE 3.17 hereto, to the Knowledge of the Company or the ShareholderShareholders, no buildings, fences, driveways or other structures of any adjoining owner encroach, in any material respect which interferes with the operation of the Business, encroach upon any part of any parcel of Real Estate or any easements;of the Easements; and (hl) Except as set forth in SCHEDULE 3.17 hereto, to the Knowledge of Shareholders, the Company and RFC have all operating permits necessary for the operation of the Business, and all such permits are current, except where the failure to have any such current operating permit in good order would not have a Material Adverse Effect on the Company or RFC. To the Knowledge of Shareholders, except as set forth in SCHEDULE 3.17, the Company and the Subsidiarieshas all easements, as applicable, have all easements (or access through public utility easements) , on to private property, construction permits, highway encroachment agreements crossing licenses and permits (and other similar licenses and permits) and right-of-way-licenses reasonably necessary to conduct the Business and to use and operate the Real Estate in the manner it is currently being used and operated by the Company and the SubsidiariesBusiness, except where the failure to have any such easements or accesseasement on to private property, construction permits, highway encroachment agreements crossing licenses and permits (and other similar licenses and permits), and right-of-way licenses would not have a Material Adverse Effect; (i) Neither the Company nor any Subsidiary is in default in the performance of any material obligation under the Leases or easements, . Purchaser and to the Knowledge of the Company or the Shareholder, none of the other parties to the Leases or easements are in default in performance of their material obligations thereunder, the Leases Shareholders recognize and easements are in full force agree that title commitments and effect, and neither the Company nor any of the Subsidiaries has assigned its rights under the Leases or easements; (j) Except as set forth in SCHEDULE 3.17 neither the Company nor any Subsidiary has leased or granted to any other Person or entity the right to use or occupy all or any portion of the Owned Real Estate, and the Owned Real Estate is not subject to an option or right to purchase in favor of any Person or entity; (k) Except as set forth in SCHEDULE 3.17, no consents to or approval of the transactions contemplated by this Agreement are required from any Person or entity under the terms of the easements or Leases, and to the extent a consent or approval is required (each, a "REQUIRED CONSENT"), on or before Closing, the Shareholder shall, at its sole cost, obtain the Required Consent, in form reasonably satisfactory to the Purchaser; and (l) Except as set forth in SCHEDULE 3.17, each of the parcels of Owned Real Estate constitutes a separate tax parcel, and is not taxed with any other real property. The Purchaser acknowledges and agrees that the title commitment and survey work and documentation surveys provided in accordance with Section 5.14 7.10 of this Agreement covering the Real Estate listed on SCHEDULE 7.10 hereof may contain additional information regarding the Owned said Real Estate of which the Shareholder does Shareholders do not have Knowledge as of the date of this Agreement andAgreement, and that such information will be included as a result, may be properly included appropriate in a Supplement submitted by to SCHEDULE 3.17; provided, however, that information contained in the Shareholder in accordance with title commitments and surveys shall remain subject to the terms provisions of Section 13.21 7.10 of this Agreement.

Real Estate. With respect to real estate (including fixtures and improvements) owned by the Company or the Subsidiaries (the "OWNED REAL ESTATE"), and real estate (including fixtures and improvements) leased by the Company or the Subsidiaries (the "LEASED REAL ESTATE") (collectively, Owned Real Estate and Leased Real Estate shall be referred to herein as "REAL ESTATE"): (a) SECTION 3.19(a) OF THE SELLER DISCLOSURE SCHEDULE 3.17 contains sets forth a correct list by premises, building, street address and tax lot number, and summary descriptions of all Real Estate owned, leased or used by the Owner or the Seller in the Business and identifies all surveys and title insurance policies in the Seller's possession covering any of, and all leases (whether as tenant or landlord) relating to, such properties. SECTION 3.19(a) OF THE SELLER DISCLOSURE SCHEDULE also identifies as to the Lease: (i) square footage; (ii) name of the landlord; (iii) the date and effective date; (iv) the expiration date, if any; (v) the monthly minimum charge, if any; (vi) arrearages, if any, and whether the latest payment due has been paid; (vii) any amount prepaid; (viii) a description of all documents constituting the Lease, including without limitation (including system nameA) landlord waiver of landlord liens, county internal identification numbers (B) subordination, non-disturbance and deed attornment agreements, (C) estoppel certificates and map references(D) segregated by each of recognition agreements; (ix) the Company and the Subsidiaries of each parcel of Owned Real Estate and a listing and description (including the parties, term, expiration date(s), address, and the general use amount or description of the leased premisesany concessions, allowances, rebates, refunds, deposits, setoffs, or escrows relating to it; (x) any options to renew, extend, purchase, cancel or terminate; (xi) any defaults, outstanding notices of each defaults of any kind or nature whatsoever, claims of defaults or similar claim; (xii) any guaranties, letters of credit or other Third-Party credit enhancements; and (xiii) any written or oral lease regarding Leased Real Estate which is not otherwise set forth notices of increases in SCHEDULE 3.16 hereto (the leases operating expenses, taxes or of Leased Real Estate described in SCHEDULE 3.16 and SCHEDULE 3.17 are collectively, the "LEASES");expenditures for capital improvements. (b) Except as The Seller has a valid and existing leasehold interest under the Lease for the term set forth thereto in SCHEDULE 3.17 hereto, there are no deferred property Taxes or assessments with respect to the Real Estate which may or will become due and payable as a result of the consummation of the transaction contemplated hereby;SECTION 3.19(a) OF THE SELLER DISCLOSURE SCHEDULE. -29- (c) The Company, Seller has provided to the Buyer a true and each Subsidiary, respectively, is the sole owner in fee simple title of each parcel of Owned Real Estate and each such parcel is free and clear of any and all Encumbrances, except (A) those parcels of Owned Real Estate that are held in fee simple determinable, fee simple subject to condition subsequent or are held solely pursuant to easement (perpetual or otherwise), and (B) (i) those Encumbrances set forth in SCHEDULE 3.17 hereto, (ii) municipal zoning ordinances, recorded or platted easements for public utilities and recorded building and use restrictions and covenants, (iii) general Real Estate Taxes and installments of special assessments payable in the year of Closing, and (iv) minor survey exceptions, Encumbrances, licenses, easements or reservations of, or rights of others for, oil, gas minerals, ores or metals, rights of way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions on the use of real property, minor defects in title or other similar charges or Encumbrances not interfering in any material respect with the Ordinary Course of Business complete copy of the Company or with the use or ownership of the Owned Real Estate (collectively the "PERMITTED ENCUMBRANCES"). To the Knowledge of the Company or the Shareholder, the Permitted Encumbrances and those Encumbrances set forth in SCHEDULE 3.17 hereto do not individually or in the aggregate materially impair or prohibit the current use or operation of the Owned Real Estate by the Company or the Subsidiaries;Lease. (d) Except as set forth in SCHEDULE 3.17 heretoon SECTION 3.19(a) OF THE SELLER DISCLOSURE SCHEDULE, there are no condemnation Proceedings pending or, (i) the Seller is entitled to the Knowledge and has exclusive possession of the Company or the Shareholder, Threatened with respect to all or any part of any parcel of Real Estate. SCHEDULE 3.17 hereto sets forth all private condemnation proceedings that have been initiated by the Company under a statutory power of condemnation granted by the North Carolina General Statutes (Chapter 40A, Section 40A-3(a)(1)); (e) To the Knowledge of the Company or the Shareholder, except for the Permitted Encumbrances and those Encumbrances set forth in SCHEDULE 3.17 hereto, there are no Encumbrances which materially and adversely affect the use or occupancy of all or any part of any parcel of Owned Real Estate or any easements; (f) Except as set forth in SCHEDULE 3.17 hereto, to the Knowledge of the Company or the Shareholder, the improvements located on each parcel of Real Estate, including fences, driveways and other structures occupied, used or claimed by (ii) the Company or the Subsidiaries, are wholly within the boundary lines of such parcels of Real Estate and such improvements and the present uses thereof by the Company and the Subsidiaries, as applicable, do not in any material respect infringe upon the rights of any other Person; (g) Except as set forth in SCHEDULE 3.17 hereto, to the Knowledge of the Company or the Shareholder, no buildings, fences, driveways or other structures of any adjoining owner encroach, in any material respect which interferes with the operation of the Business, upon any part of any parcel of Real Estate or any easements; (h) Except as set forth in SCHEDULE 3.17, the Company and the Subsidiaries, as applicable, have all easements (or access through public utility easements) on to private property, construction permits, highway encroachment agreements and permits (and other similar licenses and permits) and right-of-way-licenses reasonably necessary to conduct the Business and to use and operate the Real Estate in the manner it is currently being used and operated by the Company and the Subsidiaries, except where the failure to have any such easements or access, construction permits, highway encroachment agreements and permits (and other similar licenses and permits), and right-of-way licenses would not have a Material Adverse Effect; (i) Neither the Company nor any Subsidiary is in default in the performance of any material obligation under the Leases or easements, and to the Knowledge of the Company or the Shareholder, none of the other parties to the Leases or easements are in default in performance of their material obligations thereunder, the Leases and easements are in full force and effect, and neither the Company nor any of the Subsidiaries has assigned its rights under the Leases or easements; (j) Except as set forth in SCHEDULE 3.17 neither the Company nor any Subsidiary has leased or granted to any other Person or entity the right to use or occupy all or any portion of the Owned Real Estate, and the Owned Real Estate is not subject to an option any lease, tenancy or license or any agreement to grant such lease, tenancy or license, (iii) there is no person in possession or occupation of or who has or claims any right to purchase in favor possession or occupation of the Real Estate, and (iv) there are no easements of any Person or entity;kind in respect of the Real Estate adversely affecting the rights of the Seller therein to use the Real Estate for the conduct of the Business as presently conducted. (ke) Except as set forth in SCHEDULE 3.17, no consents to or approval of the transactions contemplated by this Agreement are required from any Person or entity under the terms of the easements or Leases, and With respect to the extent a consent or approval is required (each, a "REQUIRED CONSENT"), on or before Closing, the Shareholder shall, at its sole cost, obtain the Required Consent, in form reasonably satisfactory to the Purchaser; and (l) Except as set forth in SCHEDULE 3.17, each of the parcels of Owned Real Estate constitutes a separate tax parcel, and is not taxed with any other real property. The Purchaser acknowledges and agrees that the title commitment and survey work and documentation provided in Section 5.14 of this Agreement may contain additional information regarding the Owned Real Estate of which the Shareholder does not have Knowledge as of the date of this Agreement and, as a result, may be properly included in a Supplement submitted by the Shareholder in accordance with the terms of Section 13.21 of this Agreement.Estate:

Real Estate. With respect to (a) Section 5.21(a) of the Company Disclosure Letter sets forth a true, correct and complete list of all real estate (including fixtures and improvements) property owned by the Company or as of the Subsidiaries (the "OWNED REAL ESTATE"), and real estate (including fixtures and improvements) leased by the Company or the Subsidiaries (the "LEASED REAL ESTATE") date hereof (collectively, the "Owned Real Estate and Leased Real Estate shall be referred to herein Property"). Except as "REAL ESTATE"): (aset forth on Section 5.21(a) SCHEDULE 3.17 contains a description (including system name, county internal identification numbers and deed and map references) segregated by each of the Company and the Subsidiaries of Disclosure Letter, with respect to each such parcel of Owned Real Estate and a listing and description Property, except for Permitted Encumbrances, (including the parties, term, expiration date(s), address, and the general use description of the leased premisesi) of each written or oral lease regarding Leased Real Estate which is not otherwise set forth in SCHEDULE 3.16 hereto (the leases of Leased Real Estate described in SCHEDULE 3.16 and SCHEDULE 3.17 are collectively, the "LEASES"); (b) Except as set forth in SCHEDULE 3.17 hereto, there are no deferred property Taxes or assessments with respect to the Real Estate which may or will become due and payable as a result of the consummation of the transaction contemplated hereby; (c) The Company, and each Subsidiary, respectively, is the sole owner in fee simple title of each parcel of Owned Real Estate and each such parcel is free and clear of any and all Encumbrances, except where such Encumbrance would not reasonably be expected to adversely affect the Company's or its Subsidiaries' use of the property; (Aii) those parcels there are no leases, subleases, licenses, concessions or other agreements, written or oral, granting to any Person (other than a Subsidiary) the right of Owned Real Estate that are held in fee simple determinable, fee simple subject to condition subsequent use or are held solely pursuant to easement (perpetual or otherwise), occupancy of any portion of such parcel; and (Biii) there are no outstanding rights of first refusal or options to purchase such parcel. (b) Section 5.21(b) of the Company Disclosure Letter sets forth a true, correct and complete list of all Leases (as defined below). Except as would not have a Company Material Adverse Effect and except as set forth in Section 5.21(b) of the Company Disclosure Letter: (i) those Encumbrances set forth all of the leases, licenses, tenancies, subleases and all other occupancy agreements under which the Company or any of its Subsidiaries is a tenant, subtenant, landlord or sublandlord ("Leases") (the leased and subleased space or parcel of real property thereunder being, collectively, the "Leased Real Property") are in SCHEDULE 3.17 hereto, full force and effect and (ii) municipal zoning ordinances, recorded or platted easements for public utilities and recorded building and use restrictions and covenants, (iii) general Real Estate Taxes and installments neither the Company nor any of special assessments payable its Subsidiaries is in Default under the year of ClosingLeases, and (iv) minor survey exceptions, Encumbrances, licenses, easements or reservations of, or rights of others for, oil, gas minerals, ores or metals, rights of way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions on to the use of real property, minor defects in title or other similar charges or Encumbrances not interfering in any material respect with the Ordinary Course of Business knowledge of the Company no event has occurred which, with notice or with the use or ownership lapse of the Owned Real Estate (collectively the "PERMITTED ENCUMBRANCES"). To the Knowledge of the Company or the Shareholdertime, the Permitted Encumbrances and those Encumbrances set forth in SCHEDULE 3.17 hereto do not individually or in the aggregate materially impair or prohibit the current use or operation of the Owned Real Estate would constitute a Default by the Company or any of its Subsidiaries under the Subsidiaries; (d) Except as set forth in SCHEDULE 3.17 hereto, there are no condemnation Proceedings pending or, to the Knowledge of the Company or the Shareholder, Threatened with respect to all or any part of any parcel of Real EstateLeases. SCHEDULE 3.17 hereto sets forth all private condemnation proceedings that have been initiated by the Company under a statutory power of condemnation granted by the North Carolina General Statutes (Chapter 40A, Section 40A-3(a)(1)); (e) To the Knowledge of the Company or the Shareholder, except for the Permitted Encumbrances and those Encumbrances set forth in SCHEDULE 3.17 hereto, there are no Encumbrances which materially and adversely affect the use or occupancy of all or any part of any parcel of Owned Real Estate or any easements; (f) Except as set forth in SCHEDULE 3.17 hereto, to the Knowledge of the Company or the Shareholder, the improvements located on each parcel of Real Estate, including fences, driveways and other structures occupied, used or claimed by the Company or the Subsidiaries, are wholly within the boundary lines of such parcels of Real Estate and such improvements and the present uses thereof by the Company and the Subsidiaries, as applicable, do not in any material respect infringe upon the rights of any other Person; (g) Except as set forth in SCHEDULE 3.17 hereto, to the Knowledge of the Company or the Shareholder, no buildings, fences, driveways or other structures of any adjoining owner encroach, in any material respect which interferes with the operation of the Business, upon any part of any parcel of Real Estate or any easements; (h) Except as set forth in SCHEDULE 3.17, the Company and the Subsidiaries, as applicable, have all easements (or access through public utility easements) on to private property, construction permits, highway encroachment agreements and permits (and other similar licenses and permits) and right-of-way-licenses reasonably necessary to conduct the Business and to use and operate the Real Estate in the manner it is currently being used and operated by the Company and the Subsidiaries, except where the failure to have any such easements or access, construction permits, highway encroachment agreements and permits (and other similar licenses and permits), and right-of-way licenses would not have a Material Adverse Effect; (i) Neither the Company nor any Subsidiary is has assigned, mortgaged, deeded in default in the performance of any material obligation under trust or otherwise transferred or encumbered the Leases or easements, and to the Knowledge of the Company or the Shareholder, none of the other parties to the Leases or easements are in default in performance of their material obligations thereunder, the Leases and easements are in full force and effect, and neither the Company nor any of the Subsidiaries has assigned its rights under the Leases or easements; (j) Except except as set forth in SCHEDULE 3.17 neither Section 5.21(b) of the Company nor any Subsidiary has leased or granted to any other Person or entity the right to use or occupy all or any portion of the Owned Real Estate, and the Owned Real Estate is not subject to an option or right to purchase in favor of any Person or entity; (k) Except as set forth in SCHEDULE 3.17, no consents to or approval of the transactions contemplated by this Agreement are required from any Person or entity under the terms of the easements or Leases, and to the extent a consent or approval is required (each, a "REQUIRED CONSENT"), on or before Closing, the Shareholder shall, at its sole cost, obtain the Required Consent, in form reasonably satisfactory to the Purchaser; and (l) Except as set forth in SCHEDULE 3.17, each of the parcels of Owned Real Estate constitutes a separate tax parcel, and is not taxed with any other real property. The Purchaser acknowledges and agrees that the title commitment and survey work and documentation provided in Section 5.14 of this Agreement may contain additional information regarding the Owned Real Estate of which the Shareholder does not have Knowledge as of the date of this Agreement and, as a result, may be properly included in a Supplement submitted by the Shareholder in accordance with the terms of Section 13.21 of this AgreementDisclosure Letter.

Real Estate. With respect to real estate (including fixtures and improvements) owned by the Company or the Subsidiaries (the "OWNED REAL ESTATE"), and real estate (including fixtures and improvements) leased by the Company or the Subsidiaries (the "LEASED REAL ESTATE") (collectively, Owned Real Estate and Leased Real Estate shall be referred to herein as "REAL ESTATE"): (a) SCHEDULE 3.17 contains a description (including system name, county internal identification numbers and deed and map references) segregated by each of the Company and the Subsidiaries of each parcel of Owned Real Estate and a listing and description (including the parties, term, expiration date(s), address, and the general use description of the leased premises) of each written or oral lease regarding Leased Real Estate which is not otherwise set forth in SCHEDULE 3.16 hereto (the leases of Leased Real Estate described in SCHEDULE 3.16 and SCHEDULE 3.17 are collectively, the "LEASES"); (b) Except as set forth in SCHEDULE 3.17 hereto, there are no deferred property Taxes or assessments with respect to the Real Estate which may or will become due and payable as a result of the consummation of the transaction contemplated hereby; (c) The Company, and each Subsidiary, respectively, is the sole owner in fee simple title of each parcel of Owned Real Estate and each such parcel is free and clear of any and all Encumbrances, except (A) those parcels of Owned Real Estate that are held in fee simple determinable, fee simple subject to condition subsequent or are held solely pursuant to easement (perpetual or otherwise), and (B) (i) those Encumbrances set forth in SCHEDULE 3.17 hereto, (ii) municipal zoning ordinances, recorded or platted easements for public utilities and recorded building and use restrictions and covenants, (iii) general Real Estate Taxes and installments of special assessments payable in the year of Closing, and (iv) minor survey exceptions, Encumbrances, licenses, easements or reservations of, or rights of others for, oil, gas minerals, ores or metals, rights of way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions on the use of real property, minor defects in title or other similar charges or Encumbrances not interfering in any material respect with the Ordinary Course of Business of the Company or with the use or ownership of the Owned Real Estate (collectively the "PERMITTED ENCUMBRANCES"). To the Knowledge of the Company or the Shareholder, the Permitted Encumbrances and those Encumbrances set forth in SCHEDULE 3.17 hereto do not individually or in the aggregate materially impair or prohibit the current use or operation of the Owned Real Estate by the Company or the Subsidiaries; (d) Except as set forth in SCHEDULE 3.17 hereto, there are no condemnation Proceedings pending or, to the Knowledge of the Company or the Shareholder, Threatened with respect to all or any part of any parcel of Real Estate. SCHEDULE 3.17 hereto sets forth all private condemnation proceedings that have been initiated by the Company under a statutory power of condemnation granted by the North Carolina General Statutes (Chapter 40A, Section 40A-3(a)(1)); (e) To the Knowledge of the Company or the Shareholder, except for the Permitted Encumbrances and those Encumbrances set forth in SCHEDULE 3.17 hereto, there are no Encumbrances which materially and adversely affect the use or occupancy of all or any part of any parcel of Owned Real Estate or any easements; (f) Except as set forth in SCHEDULE 3.17 hereto, to the Knowledge of the Company or the Shareholder, the improvements located on each parcel of Real Estate, including fences, driveways and other structures occupied, used or claimed by the Company or the Subsidiaries, are wholly within the boundary lines of such parcels of Real Estate and such improvements and the present uses thereof by the Company and the Subsidiaries, as applicable, do not in any material respect infringe upon the rights of any other Person; (g) Except as set forth in SCHEDULE 3.17 hereto, to the Knowledge of the Company or the Shareholder, no buildings, fences, driveways or other structures of any adjoining owner encroach, in any material respect which interferes with the operation of the Business, upon any part of any parcel of Real Estate or any easements; (h) Except as set forth in SCHEDULE 3.17, the Company and the Subsidiaries, as applicable, have all easements (or access through public utility easements) on to private property, construction permits, highway encroachment agreements and permits (and other similar licenses and permits) and right-of-way-licenses reasonably necessary to conduct the Business and to use and operate the Real Estate in the manner it is currently being used and operated by the Company and the Subsidiaries, except where the failure to have any such easements or access, construction permits, highway encroachment agreements and permits (and other similar licenses and permits), and right-of-way licenses would not have a Material Adverse Effect; (i) Neither the Company nor any Subsidiary currently owns, or during the five (5) year period prior to the date hereof, has owned, any real estate. Schedule 2.3(u)(i) of the Disclosure Schedule lists all of the real estate leased by the Company or any Subsidiary (the “Leased Real Estate”). The Leased Real Estate: (A) constitutes all real property and improvements leased or subleased by the Company and the Subsidiaries; (B) is in default in the performance not subject to any leases or tenancies of any material obligation under kind (except for the Leases Company or easements, and any Subsidiary’s lease); (C) to the Knowledge knowledge of the Company, is used in a manner that is consistent and permitted by applicable zoning ordinances and other Laws or without special use approvals or permits; and (D) is served by all water, sewer, electrical, telephone, drainage and other utilities required for normal operations of the Business. All options in favor of the Company or the Shareholder, none any Subsidiary to purchase any of the other parties to Leased Real Estate as set forth in the Leases or easements are in default in performance of their material obligations thereunderLeases, the Leases and easements if any, are in full force and effect, and neither . (ii) The Leased Real Estate is leased to the Company nor or any Subsidiary pursuant to written leases, true and correct copies of which have been provided to Purchaser (the Subsidiaries “Leases”). With respect to each such Lease: (A) the Company or a Subsidiary has assigned its rights under a valid interest or estate in such Lease, free and clear of all Liens, other than Permitted Liens; (B) such Lease constitutes the Leases entire agreement to which the Company or easements; a Subsidiary is a party with respect to the subject Leased Real Estate; (jC) Except as set forth in SCHEDULE 3.17 neither the Company nor any Subsidiary has leased assigned, sublet, transferred, conveyed, mortgaged, deeded in trust or granted encumbered any interest in the interest or estate created thereby; and (D) neither Seller, the Company nor any Subsidiary is in receipt of any written notice of current default pursuant to any other Person such Lease and no rentals are past due. (iii) There are no condemnation or entity eminent domain proceedings pending or, to the right Company’s knowledge, overtly threatened in writing with respect to use or occupy all or any portion of the Owned Leased Real Estate, and the Owned Real Estate is not subject to an option or right to purchase in favor of any Person or entity;. (kiv) Except as set forth There is no tax assessment (in SCHEDULE 3.17addition to the normal, no consents annual general real estate tax assessment) pending or, to or approval the Company’s knowledge, overtly threatened in writing with respect to any portion of the transactions contemplated by this Agreement are required from any Person or entity under the terms Leased Real Estate. (v) All of the easements tangible personal property located at the Company’s facilities in Dallas, Texas, Memphis, Tennessee, Lombard, Illinois and Greenwood, Indiana (the “Company Facilities”) at the Closing constitute Company Assets, other than (A) any property or Leases, assets owned by Seller or its Affiliates and to not used in the extent a consent or approval is required (each, a "REQUIRED CONSENT"), on or before Closing, the Shareholder shall, at its sole cost, obtain the Required Consent, in form reasonably satisfactory to the Purchaser; and (l) Except as set forth in SCHEDULE 3.17, each of the parcels of Owned Real Estate constitutes a separate tax parcel, and is not taxed with any other real property. The Purchaser acknowledges and agrees that the title commitment and survey work and documentation provided in Section 5.14 of this Agreement may contain additional information regarding the Owned Real Estate of which the Shareholder does not have Knowledge Business as of the date of this Agreement andClosing or in the twelve (12) months preceding the Closing Date and (B) the office furniture, personal computers and books, records and files and any other immaterial assets or property relating primarily to the Managed Transportation Business (the property in clause (A) and (B) is referred to herein as a result, may be properly included in a Supplement submitted by the Shareholder in accordance with the terms of Section 13.21 of this Agreement“Excluded Property”).

Real Estate. With respect to (a) Schedule 4.11 sets forth an accurate, correct and complete list of each parcel of real estate (including fixtures and improvements) property owned by the Company or the Subsidiaries any of its subsidiaries (the "OWNED REAL ESTATECompany's Real Estate"), including a street address, complete legal description and real estate (including fixtures a list of all contracts and improvements) leased by agreements relating to or affecting the Company or the Subsidiaries (the "LEASED REAL ESTATE") (collectively, Owned Company's Real Estate or any interest therein. Reynolds has delivered to Merixxxx xxxurate, correct and Leased Real Estate shall be referred to herein as "REAL ESTATE"): (a) SCHEDULE 3.17 contains a description (including system name, county internal identification numbers complete copies of all such contracts and deed and map references) segregated by each of the Company and the Subsidiaries of each parcel of Owned Real Estate and a listing and description (including the parties, term, expiration date(s), address, and the general use description of the leased premises) of each written or oral lease regarding Leased Real Estate which is not otherwise set forth in SCHEDULE 3.16 hereto (the leases of Leased Real Estate described in SCHEDULE 3.16 and SCHEDULE 3.17 are collectively, the "LEASES"); (b) agreements. Except as set forth in SCHEDULE 3.17 heretoon Schedule 4.11, there are no deferred property Taxes the Company or assessments with respect to the Real Estate which may or will become due and payable as a result of the consummation of the transaction contemplated hereby; (c) The Company, and each Subsidiary, respectively, is the sole owner in its subsidiaries have fee simple title to, and are in possession of all of the Company's Real Estate, in each parcel of Owned Real Estate and each such parcel is case free and clear of any all tenancies and all Encumbrancesother possessory interests, except (A) those parcels contracts of Owned Real Estate that are held in fee simple determinablesale, fee simple subject to condition subsequent contract sale agreements, security interests, conditional sale or are held solely pursuant to easement (perpetual or otherwise)other title retention agreements, and (B) (i) those Encumbrances set forth in SCHEDULE 3.17 heretoliens, (ii) municipal zoning ordinancesmortgages, recorded or platted easements for public utilities and recorded building and use restrictions and covenantspledges, (iii) general Real Estate Taxes and installments of special assessments payable in the year of Closing, and (iv) minor survey exceptions, Encumbrancesassessments, licenses, easements or reservations of, or rights of others for, oil, gas minerals, ores or metalsoptions, rights of wayfirst refusal, sewersdefects in title, electric lines, telegraph and telephone lines encroachments and other similar purposes, rights burdening or zoning or other restrictions on otherwise affecting the use of real property, minor defects in title or other similar charges or Encumbrances not interfering in any material respect with the Ordinary Course of Business of the Company or with the use or ownership of the Owned Company's Real Estate (collectively in a material respect. All contracts, agreements and undertakings affecting the "PERMITTED ENCUMBRANCES"). To the Knowledge of the Company or the Shareholder, the Permitted Encumbrances and those Encumbrances set forth in SCHEDULE 3.17 hereto do not individually or in the aggregate materially impair or prohibit the current use or operation of the Owned Company's Real Estate by the Company or the Subsidiaries; (d) Except as set forth in SCHEDULE 3.17 hereto, there Schedule 4.11 are no condemnation Proceedings pending or, to the Knowledge of the Company or the Shareholder, Threatened with respect to all or any part of any parcel of Real Estate. SCHEDULE 3.17 hereto sets forth all private condemnation proceedings that have been initiated by the Company under a statutory power of condemnation granted by the North Carolina General Statutes (Chapter 40A, Section 40A-3(a)(1)); (e) To the Knowledge of the Company or the Shareholder, except for the Permitted Encumbrances legally valid and those Encumbrances set forth in SCHEDULE 3.17 hereto, there are no Encumbrances which materially binding and adversely affect the use or occupancy of all or any part of any parcel of Owned Real Estate or any easements; (f) Except as set forth in SCHEDULE 3.17 hereto, to the Knowledge of the Company or the Shareholder, the improvements located on each parcel of Real Estate, including fences, driveways and other structures occupied, used or claimed by the Company or the Subsidiaries, are wholly within the boundary lines of such parcels of Real Estate and such improvements and the present uses thereof by the Company and the Subsidiaries, as applicable, do not in any material respect infringe upon the rights of any other Person; (g) Except as set forth in SCHEDULE 3.17 hereto, to the Knowledge of the Company or the Shareholder, no buildings, fences, driveways or other structures of any adjoining owner encroach, in any material respect which interferes with the operation of the Business, upon any part of any parcel of Real Estate or any easements; (h) Except as set forth in SCHEDULE 3.17, the Company and the Subsidiaries, as applicable, have all easements (or access through public utility easements) on to private property, construction permits, highway encroachment agreements and permits (and other similar licenses and permits) and right-of-way-licenses reasonably necessary to conduct the Business and to use and operate the Real Estate in the manner it is currently being used and operated by the Company and the Subsidiaries, except where the failure to have any such easements or access, construction permits, highway encroachment agreements and permits (and other similar licenses and permits), and right-of-way licenses would not have a Material Adverse Effect; (i) Neither the Company nor any Subsidiary is in default in the performance of any material obligation under the Leases or easements, and to the Knowledge of the Company or the Shareholder, none of the other parties to the Leases or easements are in default in performance of their material obligations thereunder, the Leases and easements are in full force and effect; there are no defaults, offsets, counterclaims or defenses thereunder; and neither the Company nor any of the Subsidiaries its subsidiaries has assigned its rights received a notice of default, offset, counterclaim or defense under the Leases any such contract or easements;agreement. (jb) Except as set forth in SCHEDULE 3.17 neither may be indicated on the Company surveys covering the Company's Real Estate, none of the Company's Real Estate is located within a flood hazard or flood zone area, coastal or erosion hazard area. Neither the whole nor any Subsidiary has leased or granted to any other Person or entity the right to use or occupy all or any portion of any of the Owned Company's Real Estate has been condemned, requisitioned or otherwise taken by any public authority, and no notice of any such condemnation, requisition or taking has been received. To the knowledge of the Company, Reynolds and Innkeepers, no suxx xxxxxmnation, requisition or taking is threatened or contemplated. The Company, Reynolds and Innkeepers have nx xxxxxxdge of any public improvements which may require an expenditure of funds or result in special assessments against or otherwise affect the Company's Real Estate. (c) To the knowledge of the Company, Reynolds and Innkeepers: (i) txx Xxxxxny's Real Estate is in substantial compliance with all applicable zoning, building, health, fire, water, use or similar statutes, codes, ordinances, laws, rules or regulations, including but not limited to the Americans with Disabilities Act; (ii) the zoning of each such parcel of the Company's Real Estate permits the existing improvements and the -13- continuation without additional requirements following the consummation of the transactions described in this Agreement of the Company's business as presently conducted thereon; (iii) the Company and its subsidiaries have all material licenses, certificates of occupancy, permits and authorizations required to operate the Company's business and utilize the Company's Real Estate; (iv) the Company and its subsidiaries have all material easements and rights necessary to conduct the Company's business, including easements for utilities, services, roadway, railway and other means of ingress and egress; and (v) no fact or condition exists which would result in the termination or impairment of access to the Company's Real Estate or to discontinuation of sewer, water, electric, gas, telephone, waste disposal or other utilities or services. (d) Reynolds and Innkeepers have dxxxxxxxx to Meritage accurate, correct and complete copies of all existing title insurance policies, title reports, surveys, property reports and similar reports, if any, with respect to each parcel of the Company's Real Estate. (e) There is no construction work being done at, or construction materials being supplied to, any parcel of the Company's Real Estate, and the Owned Real Estate is not subject to an option or right to purchase except in favor of any Person or entity; (k) Except as set forth in SCHEDULE 3.17, no consents to or approval of the transactions contemplated by this Agreement are required from any Person or entity under the terms of the easements or Leases, and to the extent a consent or approval is required (each, a "REQUIRED CONSENT"), on or before Closing, the Shareholder shall, at its sole cost, obtain the Required Consent, in form reasonably satisfactory to the Purchaser; and (l) Except as set forth in SCHEDULE 3.17, each of the parcels of Owned Real Estate constitutes a separate tax parcel, and is not taxed connection with any other real property. The Purchaser acknowledges and agrees that the title commitment and survey work and documentation provided in Section 5.14 of this Agreement may contain additional information regarding the Owned Real Estate of which the Shareholder does not have Knowledge as of the date of this Agreement and, as a result, may be properly included in a Supplement submitted by the Shareholder in accordance with the terms of Section 13.21 of this Agreementroutine maintenance projects.