Common use of Real Properties Clause in Contracts

Real Properties. (i) MailKey and the Subsidiaries have good and marketable title to, and valid leasehold interests in, all of the properties and leasehold interests identified on SCHEDULE 4.1(F)(I) hereto pursuant to the true, correct and complete copies of the lease agreements attached to SCHEDULE 4.1(F)(I). MailKey and the Subsidiaries own or lease no other real estate. None of the leasehold interests held by MailKey or the Subsidiaries is subject to any Encumbrance, except (a) liens for ad valorem taxes not yet due or being contested in good faith; and (b) contractual or statutory mechanics or materialmen's liens or other statutory or common law Encumbrances relating to obligations of MailKey that are not delinquent or are being contested in good faith. There are no Encumbrances which materially interfere with the present use of such leasehold interests. (ii) Except as described on SCHEDULE 4.1(F)(II) hereto neither MailKey nor any Subsidiary has received any written notice from any governmental entity having jurisdiction over MailKey or the Subsidiaries or over any of the real property leased by MailKey or the Subsidiaries of any violation by MailKey or the Subsidiaries of any law, regulation or ordinance relating to zoning, environmental matters, local building or fire codes or similar matters relating to any of the real property leased by MailKey or the Subsidiaries or of any condemnation or eminent domain proceeding. (iii) Except such as has not had and is not reasonably likely to have a Material Adverse Effect, all of the buildings leased by MailKey or the Subsidiaries and all plumbing, HVAC, electrical, mechanical and similar systems are in good repair and adequate for their current use, ordinary wear and tear excepted. (iv) Except as described on SCHEDULE 4.1(F)(IV), neither MailKey nor any Subsidiary is a party to any lease, sublease, lease assignment or other agreement for the use or occupancy of any of the leasehold premises wherein MailKey or the Subsidiary is the landlord, sub-landlord or assignor, whether by name, as successor-in-interest or otherwise. There are no outstanding agreements with any party to acquire the leasehold premises or any portion thereof or any interest therein. (v) All certificates of occupancy and all other licenses, permits, authorizations, consents, certificates and approvals required by all governmental authorities having jurisdiction over the leasehold premises occupied by MailKey or the Subsidiaries have been issued, are fully paid for and are in full force and effect, will survive the Closing and will not be invalidated, violated or otherwise adversely affected by the Merger or the other transactions contemplated by this Agreement.

Real Properties. (i) MailKey Neither the Company nor any of its Subsidiaries currently owns in fee any real property or interests in real property. Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, each of the Company and the its Subsidiaries have good has valid and marketable title to, and valid enforceable leasehold interests in, in all of the properties its Leased Real Property and leasehold interests identified on SCHEDULE 4.1(F)(I) hereto pursuant to the trueleased tangible assets, correct free and complete copies clear of the lease agreements attached to SCHEDULE 4.1(F)(I). MailKey and the Subsidiaries own or lease no other real estate. None of the leasehold interests held by MailKey or the Subsidiaries is subject to any Encumbranceall Liens, except for (a1) liens Liens for ad valorem taxes not yet due and payable or due, but not yet delinquent, or that are being contested in good faith through appropriate proceedings and for which adequate reserves have been established in accordance with GAAP in the most recent financial statements contained in the Filed SEC Documents, (2) Liens for assessments and other governmental charges or landlords’, carriers’, warehousemen’s, mechanics’, repairmen’s, workers’ or similar Liens incurred in the ordinary course of business, consistent with past practice, in each case for sums not yet due and payable or due, but not delinquent or being contested in good faith; faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP in the most recent financial statements contained in the Filed SEC Documents, (3) Liens incurred in the ordinary course of business, consistent with past practice, in connection with workers’ compensation, unemployment insurance and other types of social security or to secure the performance of tenders, statutory obligations, surety and appeal bonds, bids, leases, government contracts, performance and return of money bonds and similar obligations, (4) F▇▇▇ licenses and any non-exclusive licenses of Intellectual Property entered into in the ordinary course of business, (5) Liens pursuant to the Company’s or its Subsidiaries’ existing Indebtedness, (6) Liens incurred in the ordinary course of business consistent with past practice that would not reasonably be expected to interfere adversely in a material way with the use of the properties or assets encumbered thereby, and (b7) contractual Liens imposed on the underlying fee interest in real property subject to a Lease (collectively, “Permitted Liens”). For clarity, the representations and warranties set forth in this Section 3.01(o) will not be deemed to be a representation or statutory mechanics or materialmen's liens or other statutory or common law Encumbrances relating warranty of any kind with respect to obligations of MailKey that are not delinquent or are being contested in good faith. There are no Encumbrances which materially interfere with the present use of such leasehold interestsIntellectual Property. (ii) Except as described on SCHEDULE 4.1(F)(II) hereto neither MailKey nor any Subsidiary has received any written notice from any governmental entity having jurisdiction over MailKey would not reasonably be expected to have, individually or in the Subsidiaries aggregate, a Material Adverse Effect, the Leased Real Property and tangible assets owned or over any of the real property leased by MailKey the Company and its Subsidiaries, or which they otherwise have the Subsidiaries of any violation by MailKey or right to use, are sufficient (subject to normal wear and tear) to operate their businesses in substantially the Subsidiaries of any law, regulation or ordinance relating to zoning, environmental matters, local building or fire codes or similar matters relating to any of the real property leased by MailKey or the Subsidiaries or of any condemnation or eminent domain proceedingsame manner as they are currently conducted. (iii) Except such as has not had and is not reasonably likely to have a Material Adverse Effect, all Section 3.01(o)(iii) of the buildings Company Letter sets forth a complete and correct list of all material real property and material interests in real property leased by MailKey the Company or any of its Subsidiaries (each such property, a “Leased Real Property”) and each lease, sublease or other agreement relating to such Leased Real Property (each such lease, sublease or other agreement, a “Lease”). A complete and correct copy of each Lease as of the Subsidiaries and all plumbing, HVAC, electrical, mechanical and similar systems are in good repair and adequate for their current use, ordinary wear and tear excepteddate of this Agreement has been made available to Parent prior to the date of this Agreement. (iv) Except as described on SCHEDULE 4.1(F)(IV)would not reasonably be expected to have, neither MailKey nor any Subsidiary individually or in the aggregate, a Material Adverse Effect, (A) each such Lease is a party to any leaselegal, sublease, lease assignment or other valid and binding agreement for the use or occupancy of any of the leasehold premises wherein MailKey Company or the Subsidiary is the landlord, sub-landlord or assignor, whether by nameits Subsidiary, as successor-in-interest the case may be, and, to the knowledge of the Company, of each other party thereto, enforceable against the Company or otherwise. There are no outstanding agreements such Subsidiary, as the case may be, and, to the knowledge of the Company, against the other party or parties thereto, in each case, in accordance with any party to acquire its terms, except as enforceability thereof may be limited by the leasehold premises or any portion thereof or any interest therein. (v) All certificates of occupancy Bankruptcy Exceptions, and all other licenses, permits, authorizations, consents, certificates and approvals required by all governmental authorities having jurisdiction over the leasehold premises occupied by MailKey or the Subsidiaries have been issued, are fully paid for and are each such Lease is in full force and effecteffect and (B) neither the Company nor its applicable Subsidiary, will survive nor to the Closing and will not be invalidatedknowledge of the Company, violated any other party thereto, is in breach or otherwise adversely affected by the Merger or the other transactions contemplated by this Agreementdefault under any Lease.

Real Properties. (i) MailKey and the Subsidiaries have good and marketable title to, and valid leasehold interests in, all of the properties and leasehold interests COMPANY currently leases real property at those locations identified on SCHEDULE 4.1(F)(ISchedule 4.1(f)(i) hereto pursuant to the true, correct and complete copies of the lease agreements attached to SCHEDULE 4.1(F)(ISchedule 4.1(f)(i). MailKey and the Subsidiaries own COMPANY owns or lease leases no other real estate. None of the leasehold interests held by MailKey or the Subsidiaries COMPANY is subject to any Encumbrance, except (a) liens for ad valorem taxes not yet due or being contested in good faith; and (b) contractual or statutory mechanics or materialmen's liens or other statutory or common law Encumbrances relating to obligations of MailKey COMPANY that are not delinquent or are being contested in good faith. There are no Encumbrances which materially interfere with the present use of such leasehold interestsleasehold. (ii) Except as described on SCHEDULE 4.1(F)(IISchedule 4.1(f)(ii) hereto neither MailKey nor any Subsidiary hereto, COMPANY has not received any written notice from any governmental entity having jurisdiction over MailKey or the Subsidiaries COMPANY or over any of the real property leased by MailKey or the Subsidiaries COMPANY of any violation by MailKey or the Subsidiaries COMPANY of any law, regulation or ordinance relating to zoning, environmental matters, local building or fire codes or similar matters relating to any of the real property leased by MailKey or the Subsidiaries COMPANY or of any condemnation or eminent domain proceeding. (iii) Except such as has not had and is not reasonably likely to have a Material Adverse Effect, all of the buildings leased by MailKey or the Subsidiaries COMPANY and all plumbing, HVAC, electrical, mechanical and similar systems are in good repair and adequate for their current use, ordinary wear and tear excepted. (iv) Except as described on SCHEDULE 4.1(F)(IV), neither MailKey nor any Subsidiary COMPANY is not a party to any lease, sublease, lease assignment or other agreement for the use or occupancy of any of the leasehold premises wherein MailKey or the Subsidiary COMPANY is the landlord, sub-landlord or assignor, whether by name, as successor-in-interest or otherwise. There are no outstanding agreements with any party to acquire the leasehold premises or any portion thereof or any interest therein. (v) All certificates of occupancy and all other licenses, permits, authorizations, consents, certificates and approvals required by all governmental authorities having jurisdiction over the leasehold premises occupied by MailKey or the Subsidiaries COMPANY have been issued, are fully paid for and are in full force and effect, will survive the Closing Effective Time and will not be invalidated, violated or otherwise adversely affected by the Merger Acquisition or the other transactions contemplated by this Agreement.

Real Properties. (i) MailKey eNexi and the Subsidiaries have good and marketable title to, and valid leasehold interests in, all of the properties and leasehold interests currently lease real property at those locations identified on SCHEDULE 4.1(F)(ISchedule 4.1(f)(i) hereto pursuant to the true, correct and complete copies of the lease agreements attached to SCHEDULE 4.1(F)(ISchedule 4.1(f)(i). MailKey eNexi and the Subsidiaries own or lease no other real estate. None of the leasehold interests held by MailKey eNexi or the Subsidiaries is subject to any Encumbrance, except (a) liens for ad valorem taxes not yet due or being contested in good faith; and (b) contractual or statutory mechanics or materialmen's liens or other statutory or common law Encumbrances relating to obligations of MailKey eNexi that are not delinquent or are being contested in good faith. There are no Encumbrances which materially interfere with the present use of such leasehold interests. (ii) Except as described on SCHEDULE 4.1(F)(IISchedule 4.1(f)(ii) hereto hereto, neither MailKey eNexi nor any Subsidiary has received any written notice from any governmental entity having jurisdiction over MailKey eNexi or the Subsidiaries or over any of the real property leased by MailKey eNexi or the Subsidiaries of any violation by MailKey eNexi or the Subsidiaries of any law, regulation or ordinance relating to zoning, environmental matters, local building or fire codes or similar matters relating to any of the real property leased by MailKey eNexi or the Subsidiaries or of any condemnation or eminent domain proceeding. (iii) Except such as has not had and is not reasonably likely to have a Material Adverse Effect, all All of the buildings leased by MailKey eNexi or the Subsidiaries and all plumbing, HVAC, electrical, mechanical and similar systems are in good repair and adequate for their current use, ordinary wear and tear excepted. (iv) Except as described on SCHEDULE 4.1(F)(IVSchedule 4.1(f)(iv), neither MailKey eNexi nor any Subsidiary is a party to any lease, sublease, lease assignment or other agreement for the use or occupancy of any of the leasehold premises wherein MailKey eNexi or the Subsidiary is the landlord, sub-landlord or assignor, whether by name, as successor-in-interest or otherwise. There are no outstanding agreements with any party to acquire the leasehold premises or any portion thereof or any interest therein. (v) All certificates of occupancy and all other licenses, permits, authorizations, consents, certificates and approvals required by all governmental authorities having jurisdiction over the leasehold premises occupied by MailKey eNexi or the Subsidiaries have been issued, are fully paid for and are in full force and effect, will survive the Closing and will not be invalidated, violated or otherwise adversely affected by the Merger or the other transactions contemplated by this Agreement.

Real Properties. (i) MailKey and the Subsidiaries have good and marketable title to, and valid leasehold interests in, all of the properties and leasehold interests CNF currently leases real property at those locations identified on SCHEDULE 4.1(F)(ISchedule 4.1(f)(i) hereto pursuant to the true, correct and complete copies of the lease agreements attached to SCHEDULE 4.1(F)(ISchedule 4.1(f)(i). MailKey and the Subsidiaries own CNF owns or lease leases no other real estate. None of the leasehold interests held by MailKey or the Subsidiaries CNF is subject to any Encumbrance, except (a) liens for ad valorem taxes not yet due or being contested in good faith; and (b) contractual or statutory mechanics or materialmen's liens or other statutory or common law Encumbrances relating to obligations of MailKey CNF that are not delinquent or are being contested in good faith. There are no Encumbrances which materially interfere with the present use of such leasehold interests. (ii) Except as described on SCHEDULE 4.1(F)(IISchedule 4.1(f)(ii) hereto hereto, neither MailKey CNF nor any Subsidiary the Shareholder has received any written notice from any governmental entity having jurisdiction over MailKey or the Subsidiaries CNF or over any of the real property leased by MailKey or the Subsidiaries CNF of any violation by MailKey or the Subsidiaries CNF of any law, regulation or ordinance relating to zoning, environmental matters, local building or fire codes or similar matters relating to any of the real property leased by MailKey or the Subsidiaries CNF or of any condemnation or eminent domain proceeding. (iii) Except such as has not had and is not reasonably likely to have a Material Adverse Effect, all of the buildings leased by MailKey or the Subsidiaries CNF and all plumbing, HVAC, electrical, mechanical and similar systems are in good repair and adequate for their current use, ordinary wear and tear excepted. (iv) Except as described on SCHEDULE 4.1(F)(IVSchedule 4.1(f)(iv), neither MailKey nor any Subsidiary CNF is not a party to any lease, sublease, lease assignment or other agreement for the use or occupancy of any of the leasehold premises wherein MailKey or the Subsidiary CNF is the landlord, sub-landlord or assignor, whether by name, as successor-in-interest or otherwise. There are no outstanding agreements with any party to acquire the leasehold premises or any portion thereof or any interest therein. (v) All certificates of occupancy and all other licenses, permits, authorizations, consents, certificates and approvals required by all governmental authorities having jurisdiction over the leasehold premises occupied by MailKey or the Subsidiaries CNF have been issued, are fully paid for and are in full force and effect, will survive the Closing and will not be invalidated, violated or otherwise adversely affected by the Merger or the other transactions contemplated by this Agreement.

Real Properties. (i) MailKey SkyNet and the Subsidiaries have good and marketable title to, and valid leasehold interests in, all of the properties and leasehold interests currently lease real property at those locations identified on SCHEDULE 4.1(F)(ISchedule 4.1(f)(i) hereto pursuant to the true, correct and complete copies of the lease agreements attached to SCHEDULE 4.1(F)(ISchedule 4.1(f)(i). MailKey SkyNet and the Subsidiaries own or lease no other real estate. None of the leasehold interests held by MailKey SkyNet or the Subsidiaries is subject to any Encumbrance, except (a) liens for ad valorem taxes not yet due or being contested in good faith; and (b) contractual or statutory mechanics or materialmen's liens or other statutory or common law Encumbrances relating to obligations of MailKey SkyNet that are not delinquent or are being contested in good faith. There are no Encumbrances which materially interfere with the present use of such leasehold interests. (ii) Except as described on SCHEDULE 4.1(F)(IISchedule 4.1(f)(ii) hereto hereto, neither MailKey SkyNet nor any Subsidiary has received any written notice from any governmental entity having jurisdiction over MailKey SkyNet or the Subsidiaries or over any of the real property leased by MailKey SkyNet or the Subsidiaries of any violation by MailKey SkyNet or the Subsidiaries of any law, regulation or ordinance relating to zoning, environmental matters, local building or fire codes or similar matters relating to any of the real property leased by MailKey SkyNet or the Subsidiaries or of any condemnation or eminent domain proceeding. (iii) Except such as has not had and is not reasonably likely to have a Material Adverse Effect, all of the buildings leased by MailKey SkyNet or the Subsidiaries and all plumbing, HVAC, electrical, mechanical and similar systems are in good repair and adequate for their current use, ordinary wear and tear excepted. (iv) Except as described on SCHEDULE 4.1(F)(IVSchedule 4.1(f)(iv), neither MailKey SkyNet nor any Subsidiary is a party to any lease, sublease, lease assignment or other agreement for the use or occupancy of any of the leasehold premises wherein MailKey SkyNet or the Subsidiary is the landlord, sub-landlord or assignor, whether by name, as successor-in-interest or otherwise. There are no outstanding agreements with any party to acquire the leasehold premises or any portion thereof or any interest therein. (v) All certificates of occupancy and all other licenses, permits, authorizations, consents, certificates and approvals required by all governmental authorities having jurisdiction over the leasehold premises occupied by MailKey SkyNet or the Subsidiaries have been issued, are fully paid for and are in full force and effect, will survive the Closing and will not be invalidated, violated or otherwise adversely affected by the Merger or the other transactions contemplated by this Agreement.

Real Properties. Catawba and Bancshares have Previously Disclosed to --------------- First ▇▇▇▇▇▇ a listing of all real property owned or leased by Catawba or Bancshares and their respective Subsidiaries (iincluding, without limitation, banking facilities and all other real estate or foreclosed properties owned by Catawba or Bancshares) MailKey (the "Catawba Real Property") and all leases, if any, pertaining to any such Catawba Real Property to which Catawba or Bancshares is a party (the Subsidiaries "Catawba Real Property Leases"). With respect to all Catawba Real Property owned by Catawba or Bancshares, Catawba and Bancshares have good and marketable title toto such Catawba Real Property and owns the same free and clear of all mortgages, liens, leases, encumbrances, title defects, and valid leasehold interests in, all exceptions to title other than (i) the lien of the properties and leasehold interests identified on SCHEDULE 4.1(F)(I) hereto pursuant to the true, correct and complete copies of the lease agreements attached to SCHEDULE 4.1(F)(I). MailKey and the Subsidiaries own or lease no other real estate. None of the leasehold interests held by MailKey or the Subsidiaries is subject to any Encumbrance, except (a) liens for ad valorem current taxes not yet due or being contested in good faith; and (b) contractual or statutory mechanics or materialmen's liens or other statutory or common law Encumbrances relating to obligations of MailKey that are not delinquent or are being contested in good faith. There are no Encumbrances which materially interfere with the present use of such leasehold interests. payable, and (ii) Except as described on SCHEDULE 4.1(F)(IIsuch imperfections of title and restrictions, covenants and easements (including utility easements) hereto neither MailKey nor any Subsidiary has received any written notice from which do not affect materially and adversely affect the value of the Catawba Real Property and which do not and will not materially detract from, interfere with, or restrict the present or future use of the properties subject thereto or affected thereby. With respect to each Catawba Real Property Lease (i) such lease is valid and enforceable in accordance with its terms, (ii) there currently exists no circumstance or condition which constitutes an event of default by Catawba or Bancshares or their lessor or which, with the passage of time or the giving of required notices, will or could constitute such an event of default, and (iii) the execution and delivery of this Agreement does not constitute an event of default thereunder. To the best knowledge of management of Catawba or Bancshares, the Catawba Real Property complies in all material respects with all applicable federal, state, and local laws, regulations, ordinances, or orders of any governmental entity having jurisdiction over MailKey or the Subsidiaries or over any of the real property leased by MailKey or the Subsidiaries of any violation by MailKey or the Subsidiaries of any lawauthority, regulation or ordinance including those relating to zoning, environmental mattersbuilding and use permits, local building and the Catawba Real Property may be used under applicable zoning ordinances for commercial banking facilities as a matter of right rather than as a conditional or fire codes nonconforming use. All improvements and fixtures included in or similar matters relating to any of on the real property leased by MailKey or the Subsidiaries or of any condemnation or eminent domain proceeding. (iii) Except such as has not had and is not reasonably likely to have a Material Adverse Effect, all of the buildings leased by MailKey or the Subsidiaries and all plumbing, HVAC, electrical, mechanical and similar systems Catawba Real Property are in good repair condition and adequate for their current userepair, ordinary wear and tear excepted. (iv) Except as described on SCHEDULE 4.1(F)(IV), neither MailKey nor and there does not exist any Subsidiary is a party to any lease, sublease, lease assignment condition which materially interferes with Catawba's or other agreement for the Bancshares' use or occupancy of any of materially and adversely affects the leasehold premises wherein MailKey or the Subsidiary is the landlord, sub-landlord or assignor, whether by name, as successor-in-interest or otherwise. There are no outstanding agreements with any party to acquire the leasehold premises or any portion thereof or any interest thereineconomic value thereof. (v) All certificates of occupancy and all other licenses, permits, authorizations, consents, certificates and approvals required by all governmental authorities having jurisdiction over the leasehold premises occupied by MailKey or the Subsidiaries have been issued, are fully paid for and are in full force and effect, will survive the Closing and will not be invalidated, violated or otherwise adversely affected by the Merger or the other transactions contemplated by this Agreement.

Real Properties. (i) MailKey and the Subsidiaries have good and marketable title to, and valid leasehold interests in, all of the properties and leasehold interests Solsource currently leases real property at those locations identified on SCHEDULE 4.1(F)(ISchedule 4.1(f)(i) hereto pursuant to the true, correct and complete copies of the lease agreements attached to SCHEDULE 4.1(F)(ISchedule 4.1(f)(i). MailKey and the Subsidiaries own Solsource owns or lease leases no other real estate. None of the leasehold interests held by MailKey or the Subsidiaries Solsource is subject to any Encumbrance, except (a) liens for ad valorem taxes not yet due or being contested in good faith; and (b) contractual or statutory mechanics or materialmen's liens or other statutory or common law Encumbrances relating to obligations of MailKey Solsource that are not delinquent or are being contested in good faith. There are no Encumbrances which materially interfere with the present use of such leasehold interests. (ii) Except as described on SCHEDULE 4.1(F)(IISchedule 4.1(f)(ii) hereto neither MailKey nor any Subsidiary hereto, Solsource has not received any written notice from any governmental entity having jurisdiction over MailKey or the Subsidiaries Solsource or over any of the real property leased by MailKey or the Subsidiaries Solsource of any violation by MailKey or the Subsidiaries Solsource of any law, regulation or ordinance relating to zoning, environmental matters, local building or fire codes or similar matters relating to any of the real property leased by MailKey or the Subsidiaries Solsource or of any condemnation or eminent domain proceeding. (iii) Except such as has not had and is not reasonably likely to have a Material Adverse Effect, all of the buildings leased by MailKey or the Subsidiaries Solsource and all plumbing, HVAC, electrical, mechanical and similar systems are in good repair and adequate for their current use, ordinary wear and tear excepted. (iv) Except as described on SCHEDULE 4.1(F)(IVSchedule 4.1(f)(iv), neither MailKey nor any Subsidiary Solsource is not a party to any lease, sublease, lease assignment or other agreement for the use or occupancy of any of the leasehold premises wherein MailKey or the Subsidiary Solsource is the landlord, sub-landlord or assignor, whether by name, as successor-in-interest or otherwise. There are no outstanding agreements with any party to acquire the leasehold premises or any portion thereof or any interest therein. (v) All certificates of occupancy and all other licenses, permits, authorizations, consents, certificates and approvals required by all governmental authorities having jurisdiction over the leasehold premises occupied by MailKey or the Subsidiaries Solsource have been issued, are fully paid for and are in full force and effect, will survive the Closing and will not be invalidated, violated or otherwise adversely affected by the Merger or the other transactions contemplated by this Agreement.

Real Properties. (i) MailKey and the Subsidiaries have good and marketable title to, and valid leasehold interests in, all of the properties and leasehold interests Osage currently leases real property at those locations identified on SCHEDULE 4.1(F)(ISchedule 4.1(f)(i) hereto pursuant to the true, correct and complete copies of the lease agreements attached to SCHEDULE 4.1(F)(ISchedule 4.1(f)(i). MailKey and the Subsidiaries own Osage owns or lease leases no other real estate. None of the leasehold interests held by MailKey or the Subsidiaries Osage is subject to any Encumbrance, except (a) liens for ad valorem taxes not yet due or being contested in good faith; and (b) contractual or statutory mechanics or materialmen's liens or other statutory or common law Encumbrances relating to obligations of MailKey Osage that are not delinquent or are being contested in good faith. There are no Encumbrances which materially interfere with the present use of such leasehold interests. (ii) Except as described on SCHEDULE 4.1(F)(IISchedule 4.1(f)(ii) hereto neither MailKey nor any Subsidiary hereto, Osage has not received any written notice from any governmental entity having jurisdiction over MailKey or the Subsidiaries Osage or over any of the real property leased by MailKey or the Subsidiaries Osage of any violation by MailKey or the Subsidiaries Osage of any law, regulation or ordinance relating to zoning, environmental matters, local building or fire codes or similar matters relating to any of the real property leased by MailKey or the Subsidiaries Osage or of any condemnation or eminent domain proceeding. (iii) Except such as has not had and is not reasonably likely to have a Material Adverse Effect, all of the buildings leased by MailKey or the Subsidiaries Osage and all plumbing, HVAC, electrical, mechanical and similar systems are in good repair and adequate for their current use, ordinary wear and tear excepted. (iv) Except as described on SCHEDULE 4.1(F)(IVSchedule 4.1(f)(iv), neither MailKey nor any Subsidiary Osage is not a party to any lease, sublease, lease assignment or other agreement for the use or occupancy of any of the leasehold premises wherein MailKey or the Subsidiary Osage is the landlord, sub-landlord or assignor, whether by name, as successor-in-interest or otherwise. There are no outstanding agreements with any party to acquire the leasehold premises or any portion thereof or any interest therein. (v) All certificates of occupancy and all other licenses, permits, authorizations, consents, certificates and approvals required by all governmental authorities having jurisdiction over the leasehold premises occupied by MailKey or the Subsidiaries Osage have been issued, are fully paid for and are in full force and effect, will survive the Closing and will not be invalidated, violated or otherwise adversely affected by the Merger or the other transactions contemplated by this Agreement.

Real Properties. (i) MailKey and Except as otherwise disclosed in the Company SEC Documents, Section 3.01(p)(i) of the Disclosure Schedule sets forth a list of all material real property owned in fee by the Company or any of its Subsidiaries have (individually, an "Owned Property" and, collectively, the "Owned Properties"). To the best knowledge of the Company, the Company has good and marketable fee title toto each Owned Property, including the buildings, structures and valid leasehold interests inother improvements located thereon, in each case free and clear of all of the properties and leasehold interests identified on SCHEDULE 4.1(F)(I) hereto pursuant to the true, correct and complete copies of the lease agreements attached to SCHEDULE 4.1(F)(I). MailKey and the Subsidiaries own or lease no other real estate. None of the leasehold interests held by MailKey or the Subsidiaries is subject to any EncumbranceLiens, except (ai) liens Liens which, individually or in the aggregate, would not reasonably be expected to have a material adverse effect on the Company and (ii) Liens for ad valorem taxes Taxes and other governmental charges which are not yet due or being contested in good faith; and (b) contractual or statutory mechanics or materialmen's liens or other statutory or common law Encumbrances relating to obligations of MailKey that are not delinquent or are being contested in good faithpayable. There are no Encumbrances condemnations or eminent domain (which materially interfere with term, as used herein, shall include other compulsory acquisitions or takings by Governmental Entities) proceedings pending or threatened against any Owned Property or any material portion thereof. The Company has not received any notice from any city, village or other Governmental Entity of any zoning, ordinance, land use, building, fire or health code or other legal violation in respect of any Owned Property, other than violations which have been corrected or which, individually or in the present use of such leasehold interestsaggregate, would not reasonably be expected to have a material adverse effect on the Company. (ii) Except as otherwise disclosed in the Company SEC Documents, Section 3.01(p)(ii) of the Disclosure Schedule sets forth a list of all material real property (including land and buildings) that is leased by the Company or any of its Subsidiaries as lessee or sublessee (the "Leased Real Estate"). The Company has delivered or caused to be delivered to Acquisition complete and accurate copies of the written lease and subleases that are described on SCHEDULE 4.1(F)(IIin Section 3.01(p)(ii) hereto neither MailKey nor of the Disclosure Schedule or otherwise disclosed in the Company SEC Documents. There are no condemnations or eminent domain proceedings pending or threatened against any Subsidiary Leased Real Estate or any material portion thereof. The Company has not received any written notice from any governmental entity having jurisdiction over MailKey city, village or the Subsidiaries or over any of the real property leased by MailKey or the Subsidiaries other Governmental Entity of any zoning, ordinance, land use, building, fire or health code or other legal violation by MailKey or the Subsidiaries in respect of any lawLeased Real Estate, regulation other than violations which have been corrected or ordinance relating which, individually or in the aggregate, would not reasonably be expected to zoning, environmental matters, local building or fire codes or similar matters relating to any of have a material adverse effect on the real property leased by MailKey or the Subsidiaries or of any condemnation or eminent domain proceedingCompany. (iii) Except such as has not had The Owned Properties and is not reasonably likely to have a Material Adverse Effectthe Leased Real Estate constitute, in the aggregate, all of the buildings leased by MailKey or material real property used to conduct the Subsidiaries and all plumbing, HVAC, electrical, mechanical and similar systems are in good repair and adequate for their current use, ordinary wear and tear excepted. (iv) Except as described on SCHEDULE 4.1(F)(IV), neither MailKey nor any Subsidiary is a party to any lease, sublease, lease assignment or other agreement for the use or occupancy of any business of the leasehold premises wherein MailKey or Company and its Subsidiaries in the Subsidiary is manner in which such business was conducted during the landlordfiscal year ended December 31, sub-landlord or assignor, whether by name, as successor-in-interest or otherwise. There are no outstanding agreements with any party to acquire the leasehold premises or any portion thereof or any interest therein1998. (v) All certificates of occupancy and all other licenses, permits, authorizations, consents, certificates and approvals required by all governmental authorities having jurisdiction over the leasehold premises occupied by MailKey or the Subsidiaries have been issued, are fully paid for and are in full force and effect, will survive the Closing and will not be invalidated, violated or otherwise adversely affected by the Merger or the other transactions contemplated by this Agreement.

Real Properties. (i) MailKey P2i Newspaper and the Subsidiaries have good and marketable title to, and valid leasehold interests in, all of the properties and leasehold interests currently lease real property at those locations identified on SCHEDULE 4.1(F)(ISchedule 4.1(f) hereto pursuant to the true, correct and complete copies of the lease agreements attached to SCHEDULE 4.1(F)(ISchedule 4.1(f). MailKey P2i Newspaper and the Subsidiaries own or lease no other real estate. None of the leasehold interests held by MailKey P2i Newspaper or the Subsidiaries is subject to any Encumbrance, except (a) liens for ad valorem taxes not yet due or being contested in good faith; and (b) contractual or statutory mechanics or materialmen's liens or other statutory or common law Encumbrances relating to obligations of MailKey P2i Newspaper that are not delinquent or are being contested in good faith. There are no Encumbrances which materially interfere with the present use of such leasehold interests. (ii) Except as described on SCHEDULE 4.1(F)(II) hereto neither MailKey Neither P2i Newspaper nor any Subsidiary has received any written notice from any governmental entity having jurisdiction over MailKey P2i Newspaper or the Subsidiaries or over any of the real property leased by MailKey P2i Newspaper or the Subsidiaries of any violation by MailKey P2i Newspaper or the Subsidiaries of any law, regulation or ordinance relating to zoning, environmental matters, local building or fire codes or similar matters relating to any of the real property leased by MailKey P2i Newspaper or the Subsidiaries or of any condemnation or eminent domain proceeding. (iii) Except such as has not had and is not reasonably likely to have a Material Adverse EffectTo the best of its Knowledge, all of the buildings leased by MailKey P2i Newspaper or the Subsidiaries and all plumbing, HVAC, electrical, mechanical and similar systems are in good repair and adequate for their current use, ordinary wear and tear excepted. (iv) Except as described on SCHEDULE 4.1(F)(IVSchedule 4.1(f), neither MailKey P2i Newspaper nor any Subsidiary is a party to any lease, sublease, lease assignment or other agreement for the use or occupancy of any of the leasehold premises wherein MailKey P2i Newspaper or the Subsidiary is the landlord, sub-landlord or assignor, whether by name, as successor-in-interest or otherwise. There are no outstanding agreements with any party to acquire the leasehold premises or any portion thereof or any interest therein. (v) All To the best of its Knowledge, all certificates of occupancy and all other licenses, permits, authorizations, consents, certificates and approvals required by all governmental authorities having jurisdiction over the leasehold premises occupied by MailKey P2i Newspaper or the Subsidiaries have been issued, are fully paid for and are in full force and effect, will survive the Closing and will not be invalidated, violated or otherwise adversely affected by the Merger or the other transactions contemplated by this Agreement.

Real Properties. (i) MailKey Schedule 3.1(q)(i) sets forth a list of all leases, subleases, licenses and the Subsidiaries have good and marketable title to, and valid leasehold interests in, all occupancy agreements in respect of the properties and leasehold interests identified on SCHEDULE 4.1(F)(I) hereto pursuant to Leased Sites (the true, correct and complete copies of the lease agreements attached to SCHEDULE 4.1(F)(I“Transferred Real Property Leases”). MailKey and the Subsidiaries own or lease no other real estate. None of the leasehold interests held by MailKey or the Subsidiaries is subject to any Encumbrance, except (a) liens for ad valorem taxes not yet due or being contested in good faith; and (b) contractual or statutory mechanics or materialmen's liens or other statutory or common law Encumbrances relating to obligations of MailKey that are not delinquent or are being contested in good faith. There are no Encumbrances which materially interfere with the present use of such leasehold interests. (ii) EchoStar and its Subsidiaries have good and valid leasehold estate in and the right to quiet enjoyment of the Leased Sites pursuant to a legal, valid and binding lease in full force and effect and enforceable in all material respects in accordance with its terms upon EchoStar, its Subsidiaries and, ***, each other Person that is a party to such lease. With respect to each of the Transferred Real Property Leases: (A) such Transferred Real Property Lease is legal, valid, binding, enforceable and in full force and effect; (B) neither EchoStar, its Subsidiaries nor, ***, any other party to such Transferred Real Property Lease is in breach or default thereunder, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach or default thereunder; (C) no security deposit or portion thereof deposited with respect to such Transferred Real Property Lease has been applied in respect of a breach or default under such Transferred Real Property Lease which has not been redeposited in full; (D) neither EchoStar nor any of its Subsidiaries owes, nor will owe in the future, any brokerage commissions or finder’s fees with respect to such Transferred Real Property Lease; (E) ***, the counterparty to such Transferred Real Property Lease has not subleased, licensed or otherwise granted any Person (other than EchoStar or its Subsidiaries) the right to use or occupy the premises demised thereunder or any portion thereof; (F) ***, the counterparty has not collaterally assigned or granted any other security interest in such Transferred Real Property Lease; and (G) ***, there are no Liens on the estate or interest created by such Transferred Real Property Lease, other than Permitted Liens. (iii) EchoStar or any of its Subsidiaries has good and marketable fee simple title to all Owned Sites and such title is not subject to any Liens, other than Permitted Liens. Except as described set forth on SCHEDULE 4.1(F)(IISchedule 3.1(q)(iii), there are no options, rights of first offer or rights of first refusal to purchase any Owned Site or any material portion thereof. (iv) hereto neither MailKey nor No Transferred Site is subject to any Subsidiary Order to be sold or is being condemned, expropriated or otherwise taken by any public authority with or without payment of compensation therefor nor, ***, has any condemnation, expropriation or taking been proposed, and there is no pending or, ***, threatened legislation introduced to change any zoning classification of any Transferred Site. *** Certain confidential portions of this exhibit were omitted by means of redacting a portion of the text. Copies of the exhibit containing the redacted portions have been filed separately with the Securities and Exchange Commission subject to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act. (v) As of the date of this Agreement, there are no pending property insurance claims with respect to any interest of EchoStar or any of its Subsidiaries in any Transferred Site or any portion thereof. As of the date of this Agreement, the EchoStar Parties have not received any written notice from any governmental insurance company or any board of fire underwriters (or any entity having jurisdiction over MailKey exercising similar functions) with respect to any Transferred Site or any portion thereof (A) requesting the EchoStar Parties to perform any repairs, alterations, improvements or other work for such Transferred Site which the EchoStar Parties have not completed in full or (B) notifying the EchoStar Parties of any defects or inadequacies in such Transferred Site, or other conditions, which would materially and adversely affect the insurability of such Transferred Site or the Subsidiaries or over any of premiums for the real property leased by MailKey or the Subsidiaries of any violation by MailKey or the Subsidiaries of any law, regulation or ordinance relating to zoning, environmental matters, local building or fire codes or similar matters relating to any of the real property leased by MailKey or the Subsidiaries or of any condemnation or eminent domain proceedinginsurance thereof. (iiivi) Except such as has not had The use and is not reasonably likely to have a Material Adverse Effect, all operation of the buildings leased by MailKey Transferred Sites in the conduct or operations of the EB Business or the Subsidiaries ET Business do not violate any material contractual covenant, condition, restriction, easement, license, right of way or agreement. No Transferred Site or any buildings, structures, facilities, fixtures or other improvements thereon or the use thereof contravenes or violates any building, zoning, administrative, occupational safety and all plumbing, HVAC, electrical, mechanical and similar systems are health or other Applicable Law in good repair and adequate for their current use, ordinary wear and tear exceptedany material respect. (ivvii) Except as described for the EB Business Contracts, the ET Business Contracts and the Contracts set forth on SCHEDULE 4.1(F)(IVSchedule 3.1(q)(vii), neither MailKey EchoStar nor any Subsidiary is a party to of its Subsidiaries has entered into any lease, sublease, lease assignment license or other occupancy agreement for the use or occupancy to occupy space of any of the leasehold premises wherein MailKey Transferred Sites where EchoStar or the Subsidiary any of its Subsidiaries is the landlord, sub-landlord lessor or assignor, whether by name, as successor-in-interest sublessor or otherwise. There are no outstanding agreements with any party to acquire the leasehold premises or any portion thereof or any interest thereinis otherwise similarly situated. (vviii) All certificates of occupancy and all no Transferred Site has suffered any material damage, destruction or other licensescasualty loss, permitswhether or not covered by insurance. (ix) There is no Indebtedness secured over, authorizationsrelating to or listed on the title record for, consentsany Transferred Site, certificates and approvals required by all governmental authorities having jurisdiction over the leasehold premises occupied by MailKey or the Subsidiaries have been issued, are fully paid for and are in full force and effect, will survive the Closing and will not be invalidated, violated or otherwise adversely affected by the Merger or the other transactions contemplated by this Agreementthan Permitted Liens.

Real Properties. (i) MailKey and HLP is the Subsidiaries have good and marketable title to, and valid leasehold interests in, all owner of the properties and leasehold interests identified on SCHEDULE 4.1(F)(I) hereto pursuant to real property described in the true, correct and complete copies of Preliminary Title Report (the lease agreements attached to SCHEDULE 4.1(F)(IOwned Real Property). MailKey and the Subsidiaries own or lease no other real estate. None of the leasehold interests held by MailKey or the Subsidiaries The Owned Real Property is subject to those encumbrances and liens as shown on the Preliminary Title Report together with the Permitted Liens. With respect to the Owned Real Property: (A) Sellers have not leased or otherwise granted to any Encumbranceperson the right to use or occupy such Owned Real Property or any material portion thereof which is still in effect, except (a) liens for ad valorem taxes not yet due or being contested in good faithother than as shown on the Preliminary Title Report and the granting of Permitted Liens; and (bB) contractual or statutory mechanics or materialmen's liens Sellers have not granted any outstanding options, rights of first refusal, rights of first offer, rights of reverter or other statutory or common law Encumbrances relating third party rights to obligations purchase such Owned Real Property, other than as shown on the Preliminary Title Report and the granting of MailKey that are not delinquent or are being contested in good faith. There are no Encumbrances which materially interfere with the present use of such leasehold interestsPermitted Liens. (ii) Except as described on SCHEDULE 4.1(F)(II) hereto neither MailKey nor any Subsidiary has received any written notice from any governmental entity having jurisdiction over MailKey The Preliminary Title Report describes all material leases, ground leases, subleases, licenses, options or other agreements used in connection with the Subsidiaries Business (the Leased Real Property). Each lease, ground lease, sublease, license, option or over any other agreement related to the Leased Real Property to which either Seller is a party is a legal, valid, binding and enforceable obligation of the real property leased applicable Seller and, to Sellers’ Knowledge, each such lease, ground lease, sublease, license, option or other agreement is in full force and effect. Sellers are not in material default under any such leases, ground leases, subleases, licenses, options or other agreements, and no condition exists which (with notice or lapse of time or both) would constitute a default by MailKey any Seller thereunder or, to Sellers’ Knowledge, by the other parties thereto, in each case, other than such defaults as would not, individually or in the Subsidiaries aggregate, result in a Material Adverse Effect. Sellers have not subleased or otherwise granted any Person the right to use or occupy any Leased Real Property which is still in effect, other than as shown on the Preliminary Title Report and the granting of any violation by MailKey or the Subsidiaries of any law, regulation or ordinance relating to zoning, environmental matters, local building or fire codes or similar matters relating to any of the real property leased by MailKey or the Subsidiaries or of any condemnation or eminent domain proceedingPermitted Liens. (iii) Except The Preliminary Title Report describes all appurtenant easements, rights of way, real property licenses and other real property entitlements used in connection with the Business (the Entitled Real Property). Each instrument related to the Entitled Real Property to which any Seller is a party is a legal, valid, binding and enforceable obligation of the applicable Seller except where the failure to be a legal, valid, binding or enforceable obligation would not, individually or in the aggregate, result in a Material Adverse Effect, and to Sellers’ Knowledge, each such instrument is in full --27- force and effect. Sellers are not in material default under any such instruments, and no condition exists which (with notice or lapse of time or both) would constitute a default by either Seller thereunder or, to the Sellers’ Knowledge, by the other parties thereto, in each case, other than such defaults as has not had would not, individually or in the aggregate, result in a Material Adverse Effect. (iv) The Owned Real Property, the Leased Real Property and is not reasonably likely to the Entitled Real Property, as shown on the Preliminary Title Report, constitute all the real property interests used or held for use by Sellers and their Affiliates in, and constitute all the real property interests that are necessary and sufficient for, the operation of the Project as presently conducted, except as would not, individually or in the aggregate, have a Material Adverse Effect, all of the buildings leased by MailKey or the Subsidiaries and all plumbing, HVAC, electrical, mechanical and similar systems are in good repair and adequate for their current use, ordinary wear and tear excepted. (iv) Except as described on SCHEDULE 4.1(F)(IV), neither MailKey nor any Subsidiary is a party to any lease, sublease, lease assignment or other agreement for the use or occupancy of any of the leasehold premises wherein MailKey or the Subsidiary is the landlord, sub-landlord or assignor, whether by name, as successor-in-interest or otherwise. There are no outstanding agreements with any party to acquire the leasehold premises or any portion thereof or any interest therein. (v) All certificates of occupancy The representations and all other licenses, permits, authorizations, consents, certificates warranties made in this Section 4.2(c) and approvals required by all governmental authorities having jurisdiction over the leasehold premises occupied by MailKey or the Subsidiaries have been issued, are fully paid for and are in full force and effect, will survive the Closing and will not be invalidated, violated or otherwise adversely affected by the Merger or the other transactions contemplated by this AgreementTransaction Documents are the sole and exclusive representations and warranties with respect to the Owned Real Property, the Leased Real Property and the Entitled Real Property.

Real Properties. (i) MailKey BlackRock and the Subsidiaries its Controlled Affiliates have good and marketable title toin fee simple to all real property, and valid leasehold interests ingood and marketable title to all personal property owned by them which is material to the business of BlackRock and its Controlled Affiliates, in each case free and clear of all Liens except for Permitted Liens and such as are described in a Schedule; and any real property and buildings held under lease by BlackRock and its Controlled Affiliates are held by them under valid, subsisting and enforceable leases with such exceptions as are not material and do not interfere with the use made and proposed to be made of such property and buildings by BlackRock and its Controlled Affiliates, in each case except as described in Schedule 4.17. There exists no material default or condition, or any state of facts or event which with the passage of time or giving of notice would constitute a material default, in the performance of its obligations under any of the properties and leasehold interests identified on SCHEDULE 4.1(F)(IReal Property Leases to which BlackRock or any of its Controlled Affili- Table of Contents ates is a party (the “BlackRock Real Property Leases”) hereto pursuant or, to the trueknowledge of BlackRock, correct and complete copies of the lease agreements attached to SCHEDULE 4.1(F)(I). MailKey and the Subsidiaries own or lease no by any other real estate. None of the leasehold interests held by MailKey or the Subsidiaries is subject party to any Encumbranceof such BlackRock Real Property Leases. Except as may be limited by bankruptcy, except insolvency, reorganization and similar applicable Laws affecting creditors generally and by the availability of equitable remedies (a) liens for ad valorem taxes not yet due each of the BlackRock Real Property Leases are legal, valid and binding obligations of BlackRock or being contested in good faith; a BlackRock Controlled Affiliate, as applicable, and, to the knowledge of BlackRock, each other party to such Leases and (b) contractual each of the BlackRock Real Property Leases is enforceable against BlackRock or statutory mechanics its Controlled Affiliate, as applicable, and, to the knowledge of BlackRock, each other party to such Lease, except in each case for failures that, individually or materialmen's liens in the aggregate, have not had and would not reasonably be expected to have or other statutory or common law Encumbrances relating to obligations of MailKey that are not delinquent or are being contested result in good faitha BlackRock Material Adverse Effect. There are no Encumbrances which materially interfere with the present use of such leasehold interests. (ii) Except as described on SCHEDULE 4.1(F)(II) hereto neither MailKey Neither BlackRock nor any Subsidiary of its Controlled Affiliates has received any written notice or oral communication from any governmental entity having jurisdiction over MailKey the landlord or the Subsidiaries or over lessor under any of the real property leased by MailKey BlackRock Real Property Leases claiming that it is in breach of its obligations under such Leases, except for written or oral communications claiming breaches that, individually or in the Subsidiaries of any violation by MailKey or the Subsidiaries of any lawaggregate, regulation or ordinance relating to zoning, environmental matters, local building or fire codes or similar matters relating to any of the real property leased by MailKey or the Subsidiaries or of any condemnation or eminent domain proceeding. (iii) Except such as has not had and is would not reasonably likely be expected to have or result in a BlackRock Material Adverse Effect, all of the buildings leased by MailKey or the Subsidiaries and all plumbing, HVAC, electrical, mechanical and similar systems are in good repair and adequate for their current use, ordinary wear and tear excepted. (iv) Except as described on SCHEDULE 4.1(F)(IV), neither MailKey nor any Subsidiary is a party to any lease, sublease, lease assignment or other agreement for the use or occupancy of any of the leasehold premises wherein MailKey or the Subsidiary is the landlord, sub-landlord or assignor, whether by name, as successor-in-interest or otherwise. There are no outstanding agreements with any party to acquire the leasehold premises or any portion thereof or any interest therein. (v) All certificates of occupancy and all other licenses, permits, authorizations, consents, certificates and approvals required by all governmental authorities having jurisdiction over the leasehold premises occupied by MailKey or the Subsidiaries have been issued, are fully paid for and are in full force and effect, will survive the Closing and will not be invalidated, violated or otherwise adversely affected by the Merger or the other transactions contemplated by this Agreement.

Real Properties. (i) MailKey Schedule ‎3.1(q)(i) sets forth a list of all leases, subleases, licenses and the Subsidiaries have good and marketable title to, and valid leasehold interests in, all occupancy agreements in respect of the properties and leasehold interests identified on SCHEDULE 4.1(F)(I) hereto pursuant to Leased Sites (the true, correct and complete copies of the lease agreements attached to SCHEDULE 4.1(F)(I“Transferred Real Property Leases”). MailKey and the Subsidiaries own or lease no other real estate. None of the leasehold interests held by MailKey or the Subsidiaries is subject to any Encumbrance, except (a) liens for ad valorem taxes not yet due or being contested in good faith; and (b) contractual or statutory mechanics or materialmen's liens or other statutory or common law Encumbrances relating to obligations of MailKey that are not delinquent or are being contested in good faith. There are no Encumbrances which materially interfere with the present use of such leasehold interests. (ii) EchoStar and its Subsidiaries have good and valid leasehold estate in and the right to quiet enjoyment of the Leased Sites pursuant to a legal, valid and binding lease in full force and effect and enforceable in all material respects in accordance with its terms upon EchoStar, its Subsidiaries and, ***, each other Person that is a party to such lease. With respect to each of the Transferred Real Property Leases: (A) such Transferred Real Property Lease is legal, valid, binding, enforceable and in full force and effect; (B) neither EchoStar, its Subsidiaries nor, ***, any other party to such Transferred Real Property Lease is in breach or default thereunder, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach or default thereunder; (C) no security deposit or portion thereof deposited with respect to such Transferred Real Property Lease has been applied in respect of a breach or default under such Transferred Real Property Lease which has not been redeposited in full; (D) neither EchoStar nor any of its Subsidiaries owes, nor will owe in the future, any brokerage commissions or finder’s fees with respect to such Transferred Real Property Lease; (E) ***, the counterparty to such Transferred Real Property Lease has not subleased, licensed or otherwise granted any Person (other than EchoStar or its Subsidiaries) the right to use or occupy the premises demised thereunder or any portion thereof; (F) ***, the counterparty has not collaterally assigned or granted any other security interest in such Transferred Real Property Lease; and (G) ***, there are no Liens on the estate or interest created by such Transferred Real Property Lease, other than Permitted Liens. (iii) EchoStar or any of its Subsidiaries has good and marketable fee simple title to all Owned Sites and such title is not subject to any Liens, other than Permitted Liens. Except as described set forth on SCHEDULE 4.1(F)(IISchedule ‎3.1(q)(iii), there are no options, rights of first offer or rights of first refusal to purchase any Owned Site or any material portion thereof. (iv) hereto neither MailKey nor No Transferred Site is subject to any Subsidiary has Order to be sold or is being condemned, expropriated or otherwise taken by any public authority with or without -24- *** Certain confidential portions of this exhibit were omitted by means of redacting a portion of the text. Copies of the exhibit containing the redacted portions have been filed separately with the Securities and Exchange Commission subject to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act. (v) As of the date of this Agreement, there are no pending property insurance claims with respect to any interest of EchoStar or any of its Subsidiaries in any Transferred Site or any portion thereof. As of the date of this Agreement, the EchoStar Parties have not received any written notice from any governmental insurance company or any board of fire underwriters (or any entity having jurisdiction over MailKey exercising similar functions) with respect to any Transferred Site or any portion thereof (A) requesting the EchoStar Parties to perform any repairs, alterations, improvements or other work for such Transferred Site which the EchoStar Parties have not completed in full or (B) notifying the EchoStar Parties of any defects or inadequacies in such Transferred Site, or other conditions, which would materially and adversely affect the insurability of such Transferred Site or the Subsidiaries or over any of premiums for the real property leased by MailKey or the Subsidiaries of any violation by MailKey or the Subsidiaries of any law, regulation or ordinance relating to zoning, environmental matters, local building or fire codes or similar matters relating to any of the real property leased by MailKey or the Subsidiaries or of any condemnation or eminent domain proceedinginsurance thereof. (iiivi) Except such as has not had The use and is not reasonably likely to have a Material Adverse Effect, all operation of the buildings leased by MailKey Transferred Sites in the conduct or operations of the EB Business or the Subsidiaries ET Business do not violate any material contractual covenant, condition, restriction, easement, license, right of way or agreement. No Transferred Site or any buildings, structures, facilities, fixtures or other improvements thereon or the use thereof contravenes or violates any building, zoning, administrative, occupational safety and all plumbing, HVAC, electrical, mechanical and similar systems are health or other Applicable Law in good repair and adequate for their current use, ordinary wear and tear exceptedany material respect. (ivvii) Except as described for the EB Business Contracts, the ET Business Contracts and the Contracts set forth on SCHEDULE 4.1(F)(IVSchedule ‎3.1(q)(vii), neither MailKey EchoStar nor any Subsidiary is a party to of its Subsidiaries has entered into any lease, sublease, lease assignment license or other occupancy agreement for the use or occupancy to occupy space of any of the leasehold premises wherein MailKey Transferred Sites where EchoStar or the Subsidiary any of its Subsidiaries is the landlord, sub-landlord lessor or assignor, whether by name, as successor-in-interest sublessor or otherwise. There are no outstanding agreements with any party to acquire the leasehold premises or any portion thereof or any interest thereinis otherwise similarly situated. (vviii) All certificates of occupancy and all no Transferred Site has suffered any material damage, destruction or other licensescasualty loss, permitswhether or not covered by insurance. (ix) There is no Indebtedness secured over, authorizationsrelating to or listed on the title record for, consentsany Transferred Site, certificates and approvals required by all governmental authorities having jurisdiction over the leasehold premises occupied by MailKey or the Subsidiaries have been issued, are fully paid for and are in full force and effect, will survive the Closing and will not be invalidated, violated or otherwise adversely affected by the Merger or the other transactions contemplated by this Agreementthan Permitted Liens.

Real Properties. (i) MailKey Schedule ‎3.1(q)(i) sets forth a list of all leases, subleases, licenses and the Subsidiaries have good and marketable title to, and valid leasehold interests in, all occupancy agreements in respect of the properties and leasehold interests identified on SCHEDULE 4.1(F)(I) hereto pursuant to Leased Sites (the true, correct and complete copies of the lease agreements attached to SCHEDULE 4.1(F)(I“Transferred Real Property Leases”). MailKey and the Subsidiaries own or lease no other real estate. None of the leasehold interests held by MailKey or the Subsidiaries is subject to any Encumbrance, except (a) liens for ad valorem taxes not yet due or being contested in good faith; and (b) contractual or statutory mechanics or materialmen's liens or other statutory or common law Encumbrances relating to obligations of MailKey that are not delinquent or are being contested in good faith. There are no Encumbrances which materially interfere with the present use of such leasehold interests. (ii) EchoStar and its Subsidiaries have good and valid leasehold estate in and the right to quiet enjoyment of the Leased Sites pursuant to a legal, valid and binding lease in full force and effect and enforceable in all material respects in accordance with its terms upon EchoStar, its Subsidiaries and, ***, each other Person that is a party to such lease. With respect to each of the Transferred Real Property Leases: (A) such Transferred Real Property Lease is legal, valid, binding, enforceable and in full force and effect; (B) neither EchoStar, its Subsidiaries nor, ***, any other party to such Transferred Real Property Lease is in breach or default thereunder, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach or default thereunder; (C) no security deposit or portion thereof deposited with respect to such Transferred Real Property Lease has been applied in respect of a breach or default under such Transferred Real Property Lease which has not been redeposited in full; (D) neither EchoStar nor any of its Subsidiaries owes, nor will owe in the future, any brokerage commissions or finder’s fees with respect to such Transferred Real Property Lease; (E) ***, the counterparty to such Transferred Real Property Lease has not subleased, licensed or otherwise granted any Person (other than EchoStar or its Subsidiaries) the right to use or occupy the premises demised thereunder or any portion thereof; (F) ***, the counterparty has not collaterally assigned or granted any other security interest in such Transferred Real Property Lease; and (G) ***, there are no Liens on the estate or interest created by such Transferred Real Property Lease, other than Permitted Liens. (iii) EchoStar or any of its Subsidiaries has good and marketable fee simple title to all Owned Sites and such title is not subject to any Liens, other than Permitted Liens. Except as described set forth on SCHEDULE 4.1(F)(IISchedule ‎3.1(q)(iii), there are no options, rights of first offer or rights of first refusal to purchase any Owned Site or any material portion thereof. (iv) hereto neither MailKey nor No Transferred Site is subject to any Subsidiary Order to be sold or is being condemned, expropriated or otherwise taken by any public authority with or without *** Certain confidential portions of this exhibit were omitted by means of redacting a portion of the text. Copies of the exhibit containing the redacted portions have been filed separately with the Securities and Exchange Commission subject to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act. payment of compensation therefor nor, ***, has any condemnation, expropriation or taking been proposed, and there is no pending or, ***, threatened legislation introduced to change any zoning classification of any Transferred Site. (v) As of the date of this Agreement, there are no pending property insurance claims with respect to any interest of EchoStar or any of its Subsidiaries in any Transferred Site or any portion thereof. As of the date of this Agreement, the EchoStar Parties have not received any written notice from any governmental insurance company or any board of fire underwriters (or any entity having jurisdiction over MailKey exercising similar functions) with respect to any Transferred Site or any portion thereof (A) requesting the EchoStar Parties to perform any repairs, alterations, improvements or other work for such Transferred Site which the EchoStar Parties have not completed in full or (B) notifying the EchoStar Parties of any defects or inadequacies in such Transferred Site, or other conditions, which would materially and adversely affect the insurability of such Transferred Site or the Subsidiaries or over any of premiums for the real property leased by MailKey or the Subsidiaries of any violation by MailKey or the Subsidiaries of any law, regulation or ordinance relating to zoning, environmental matters, local building or fire codes or similar matters relating to any of the real property leased by MailKey or the Subsidiaries or of any condemnation or eminent domain proceedinginsurance thereof. (iiivi) Except such as has not had The use and is not reasonably likely to have a Material Adverse Effect, all operation of the buildings leased by MailKey Transferred Sites in the conduct or operations of the EB Business or the Subsidiaries ET Business do not violate any material contractual covenant, condition, restriction, easement, license, right of way or agreement. No Transferred Site or any buildings, structures, facilities, fixtures or other improvements thereon or the use thereof contravenes or violates any building, zoning, administrative, occupational safety and all plumbing, HVAC, electrical, mechanical and similar systems are health or other Applicable Law in good repair and adequate for their current use, ordinary wear and tear exceptedany material respect. (ivvii) Except as described for the EB Business Contracts, the ET Business Contracts and the Contracts set forth on SCHEDULE 4.1(F)(IVSchedule ‎3.1(q)(vii), neither MailKey EchoStar nor any Subsidiary is a party to of its Subsidiaries has entered into any lease, sublease, lease assignment license or other occupancy agreement for the use or occupancy to occupy space of any of the leasehold premises wherein MailKey Transferred Sites where EchoStar or the Subsidiary any of its Subsidiaries is the landlord, sub-landlord lessor or assignor, whether by name, as successor-in-interest sublessor or otherwise. There are no outstanding agreements with any party to acquire the leasehold premises or any portion thereof or any interest thereinis otherwise similarly situated. (vviii) All certificates of occupancy and all no Transferred Site has suffered any material damage, destruction or other licensescasualty loss, permitswhether or not covered by insurance. (ix) There is no Indebtedness secured over, authorizationsrelating to or listed on the title record for, consentsany Transferred Site, certificates and approvals required by all governmental authorities having jurisdiction over the leasehold premises occupied by MailKey or the Subsidiaries have been issued, are fully paid for and are in full force and effect, will survive the Closing and will not be invalidated, violated or otherwise adversely affected by the Merger or the other transactions contemplated by this Agreementthan Permitted Liens.

Real Properties. (i) MailKey Neither the Company nor any of its Subsidiaries currently owns in fee any real property or interests in real property. Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, each of the Company and its Subsidiaries in the Subsidiaries have good case of leased real property and marketable title toleased tangible assets, has valid and valid enforceable leasehold interests in, all of the its real properties and leasehold interests identified on SCHEDULE 4.1(F)(I) hereto pursuant to the truetangible assets, correct free and complete copies clear of the lease agreements attached to SCHEDULE 4.1(F)(I). MailKey and the Subsidiaries own or lease no other real estate. None of the leasehold interests held by MailKey or the Subsidiaries is subject to any Encumbranceall Liens, except for (a1) liens Liens for ad valorem taxes not yet due and payable or due, but not yet delinquent, or that are being contested in good faith through appropriate proceedings and for which adequate reserves have been established in accordance with GAAP in the most recent financial statements contained in the Filed SEC Documents, (2) Liens for assessments and other governmental charges or landlords’, carriers’, warehousemen’s, mechanics’, repairmen’s, workers’ or similar Liens incurred in the ordinary course of business, consistent with past practice, in each case for sums not yet due and payable or due, but not delinquent or being contested in good faith; faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP in the most recent financial statements contained in the Filed SEC Documents, (3) Liens incurred in the ordinary course of business, consistent with past practice, in connection with workers’ compensation, unemployment insurance and other types of social security or to secure the performance of tenders, statutory obligations, surety and appeal bonds, bids, leases, government contracts, performance and return of money bonds and similar obligations, (4) ▇▇▇▇ or BSL licenses and any non-exclusive licenses of Intellectual Property entered into in the ordinary course of business, (5) Liens pursuant to the Company’s or its Subsidiaries’ existing Indebtedness,(6) Liens incurred in the ordinary course of business consistent with past practice that would not reasonably be expected to interfere adversely in a material way with the use of the properties or assets encumbered thereby, and (b7) contractual Liens imposed on the underlying fee interest in real property subject to a Lease (collectively, “Permitted Liens”). For clarity, the representations and warranties in this Section 3.01(o) will not be deemed to be a representation or statutory mechanics or materialmen's liens or other statutory or common law Encumbrances relating warranty of any kind with respect to obligations of MailKey that are not delinquent or are being contested in good faith. There are no Encumbrances which materially interfere with the present use of such leasehold interestsIntellectual Property. (ii) Except as described on SCHEDULE 4.1(F)(II) hereto neither MailKey nor any Subsidiary has received any written notice from any governmental entity having jurisdiction over MailKey would not reasonably be expected to have, individually or in the Subsidiaries or over any of aggregate, a Material Adverse Effect, the real property properties and tangible assets owned or leased by MailKey the Company and its Subsidiaries, or which they otherwise have the Subsidiaries of any violation by MailKey or right to use, are sufficient (subject to normal wear and tear) to operate their businesses in substantially the Subsidiaries of any law, regulation or ordinance relating to zoning, environmental matters, local building or fire codes or similar matters relating to any of the real property leased by MailKey or the Subsidiaries or of any condemnation or eminent domain proceedingsame manner as they are currently conducted. (iii) Except such as has not had and is not reasonably likely to have a Material Adverse Effect, all Section 3.01(o)(iii) of the buildings Company Letter sets forth a complete and correct list of all material real property and material interests in real property leased by MailKey the Company or any of its Subsidiaries (each such property, a “Leased Real Property” and each lease, sublease or other agreement relating to such Leased Real Property, a “Lease”). A complete and correct copy of each Lease as of the Subsidiaries and all plumbing, HVAC, electrical, mechanical and similar systems are date of this Agreement related to each Leased Real Property as set forth in good repair and adequate for their current use, ordinary wear and tear exceptedSection 3.01(o)(iii) of the Company Letter has been made available to Parent prior to the date of this Agreement. (iv) Except as described on SCHEDULE 4.1(F)(IV)would not reasonably be expected to have, neither MailKey nor any Subsidiary individually or in the aggregate, a Material Adverse Effect, (A) each such Lease is a party to any leaselegal, sublease, lease assignment or other valid and binding agreement for the use or occupancy of any of the leasehold premises wherein MailKey Company or the Subsidiary is the landlord, sub-landlord or assignor, whether by nameits Subsidiary, as successor-in-interest the case may be, and, to the knowledge of the Company, of each other party thereto, enforceable against the Company or otherwise. There are no outstanding agreements such Subsidiary, as the case may be, and, to the knowledge of the Company, against the other party or parties thereto, in each case, in accordance with any party to acquire its terms, except as enforceability thereof may be limited by the leasehold premises or any portion thereof or any interest therein. (v) All certificates of occupancy Bankruptcy Exceptions, and all other licenses, permits, authorizations, consents, certificates and approvals required by all governmental authorities having jurisdiction over the leasehold premises occupied by MailKey or the Subsidiaries have been issued, are fully paid for and are each such Lease is in full force and effecteffect and (B) neither the Company nor its applicable Subsidiary, will survive nor to the Closing and will not be invalidatedknowledge of the Company, violated any other party thereto, is in breach or otherwise adversely affected by the Merger or the other transactions contemplated by this Agreementdefault under any Lease.

Real Properties. (i) MailKey and Except as otherwise disclosed in the Company SEC Documents, Section 3.01(p)(i) of the Disclosure Schedule sets forth a list of all material real property owned in fee by the Company or any of its Subsidiaries have (individually, an "OWNED PROPERTY" and, collectively, the "OWNED PROPERTIES"). To the best knowledge of the Company, the Company has good and marketable fee title toto each Owned Property, including the buildings, structures and valid leasehold interests inother improvements located thereon, in each case free and clear of all of the properties and leasehold interests identified on SCHEDULE 4.1(F)(I) hereto pursuant to the true, correct and complete copies of the lease agreements attached to SCHEDULE 4.1(F)(I). MailKey and the Subsidiaries own or lease no other real estate. None of the leasehold interests held by MailKey or the Subsidiaries is subject to any EncumbranceLiens, except (ai) liens Liens which, individually or in the aggregate, would not reasonably be expected to have a material adverse effect on the Company and (ii) Liens for ad valorem taxes Taxes and other governmental charges which are not yet due or being contested in good faith; and (b) contractual or statutory mechanics or materialmen's liens or other statutory or common law Encumbrances relating to obligations of MailKey that are not delinquent or are being contested in good faithpayable. There are no Encumbrances condemnations or eminent domain (which materially interfere with term, as used herein, shall include other compulsory acquisitions or takings by Governmental Entities) proceedings pending or threatened against any Owned Property or any material portion thereof. The Company has not received any notice from any city, village or other Governmental Entity of any zoning, ordinance, land use, building, fire or health code or other legal violation in respect of any Owned Property, other than violations which have been corrected or which, individually or in the present use of such leasehold interestsaggregate, would not reasonably be expected to have a material adverse effect on the Company. (ii) Except as otherwise disclosed in the Company SEC Documents, Section 3.01(p)(ii) of the Disclosure Schedule sets forth a list of all material real property (including land and buildings) that is leased by the Company or any of its Subsidiaries as lessee or sublessee (the "LEASED REAL ESTATE"). The Company has delivered or caused to be delivered to Acquisition complete and accurate copies of the written lease and subleases that are described on SCHEDULE 4.1(F)(IIin Section 3.01(p)(ii) hereto neither MailKey nor of the Disclosure Schedule or otherwise disclosed in the Company SEC Documents. There are no condemnations or eminent domain proceedings pending or threatened against any Subsidiary Leased Real Estate or any material portion thereof. The Company has not received any written notice from any governmental entity having jurisdiction over MailKey city, village or the Subsidiaries or over any of the real property leased by MailKey or the Subsidiaries other Governmental Entity of any zoning, ordinance, land use, building, fire or health code or other legal violation by MailKey or the Subsidiaries in respect of any lawLeased Real Estate, regulation other than violations which have been corrected or ordinance relating which, individually or in the aggregate, would not reasonably be expected to zoning, environmental matters, local building or fire codes or similar matters relating to any of have a material adverse effect on the real property leased by MailKey or the Subsidiaries or of any condemnation or eminent domain proceedingCompany. (iii) Except such as has not had The Owned Properties and is not reasonably likely to have a Material Adverse Effectthe Leased Real Estate constitute, in the aggregate, all of the buildings leased by MailKey or material real property used to conduct the Subsidiaries and all plumbing, HVAC, electrical, mechanical and similar systems are in good repair and adequate for their current use, ordinary wear and tear excepted. (iv) Except as described on SCHEDULE 4.1(F)(IV), neither MailKey nor any Subsidiary is a party to any lease, sublease, lease assignment or other agreement for the use or occupancy of any business of the leasehold premises wherein MailKey or Company and its Subsidiaries in the Subsidiary is manner in which such business was conducted during the landlordfiscal year ended December 31, sub-landlord or assignor, whether by name, as successor-in-interest or otherwise. There are no outstanding agreements with any party to acquire the leasehold premises or any portion thereof or any interest therein1998. (v) All certificates of occupancy and all other licenses, permits, authorizations, consents, certificates and approvals required by all governmental authorities having jurisdiction over the leasehold premises occupied by MailKey or the Subsidiaries have been issued, are fully paid for and are in full force and effect, will survive the Closing and will not be invalidated, violated or otherwise adversely affected by the Merger or the other transactions contemplated by this Agreement.

Real Properties. (a) With respect to each Riesling Lease, except as would not, individually or in the aggregate, have or reasonably be expected to have a Riesling Material Adverse Effect: (i) MailKey the Riesling Leases and the Subsidiaries Riesling Ancillary Lease Documents are valid, binding and, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws relating to creditors’ rights and general principles of equity, enforceable and in full force and effect and have good and marketable title tonot been modified or amended, and Riesling or a Subsidiary of Riesling, as applicable, holds a valid and existing leasehold interests in, all interest under such Riesling Leases free and clear of the properties and leasehold interests identified on SCHEDULE 4.1(F)(I) hereto pursuant to the true, correct and complete copies of the lease agreements attached to SCHEDULE 4.1(F)(I). MailKey and the Subsidiaries own or lease no other real estate. None of the leasehold interests held by MailKey or the Subsidiaries is subject to any Encumbrance, Encumbrances except (a) liens for ad valorem taxes not yet due or being contested in good faith; and (b) contractual or statutory mechanics or materialmen's liens or other statutory or common law Encumbrances relating to obligations of MailKey that are not delinquent or are being contested in good faith. There are no Encumbrances which materially interfere with the present use of such leasehold interests.Permitted Encumbrances; (ii) Except as described on SCHEDULE 4.1(F)(II) hereto neither MailKey nor none of Riesling or its Subsidiaries, nor, to the Knowledge of Riesling, any Subsidiary has received any written notice from any governmental entity having jurisdiction over MailKey or the Subsidiaries or over any of the real property leased by MailKey or the Subsidiaries of any violation by MailKey or the Subsidiaries of any law, regulation or ordinance relating to zoning, environmental matters, local building or fire codes or similar matters relating other party to any of the real property leased by MailKey Riesling Leases or Riesling Ancillary Lease Documents is in breach or default, and, to the Subsidiaries Knowledge of Riesling, no event has occurred which, with notice or lapse of time, would constitute such a breach or default or permit termination, modification or acceleration under the Riesling Leases or any condemnation or eminent domain proceeding.Riesling Ancillary Lease Documents; and (iii) Except such as none of Riesling or its Subsidiaries has not had assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any of its rights and is not reasonably likely to have a Material Adverse Effect, interest in the leasehold or subleasehold under any of the Riesling Leases or any Riesling Ancillary Lease Documents. (b) The Riesling Leased Real Property constitutes all of the buildings leased material real property used or occupied by MailKey or Riesling and its Subsidiaries in connection with the Subsidiaries and all plumbing, HVAC, electrical, mechanical and similar systems are in good repair and adequate for their current use, ordinary wear and tear exceptedconduct of Riesling Business. (ivc) Except as described on SCHEDULE 4.1(F)(IV)None of Riesling or its Subsidiaries has any fee title (or equivalent) in any real property, neither MailKey nor is any Subsidiary is of Riesling or its Subsidiaries a party to or bound by or subject to any leaseagreement, subleasecontract or commitment, lease assignment or other agreement for the use or occupancy of any of the leasehold premises wherein MailKey or the Subsidiary is the landlord, sub-landlord or assignor, whether by name, as successor-in-interest or otherwise. There are no outstanding agreements with any party to acquire the leasehold premises or any portion thereof option to purchase, any real or any interest thereinimmovable property. (v) All certificates of occupancy and all other licenses, permits, authorizations, consents, certificates and approvals required by all governmental authorities having jurisdiction over the leasehold premises occupied by MailKey or the Subsidiaries have been issued, are fully paid for and are in full force and effect, will survive the Closing and will not be invalidated, violated or otherwise adversely affected by the Merger or the other transactions contemplated by this Agreement.