Common use of Real Property Leases Clause in Contracts

Real Property Leases. CLAUSE 2.13 of the Disclosure Schedule lists -------------------- and describes briefly all real property leased or subleased to the Company and lists the term of such lease, any extension and expansion options, and the rent payable thereunder. The Company has delivered to the Buyer true, correct and complete copies of the leases and subleases (as amended to date) listed in CLAUSE 2.13 of the Disclosure Schedule. The Company is not party to, or otherwise obliged with respect to, any lease or sublease for facilities, which are not occupied by the Company. With respect to each lease and sublease listed in CLAUSE 2.13 of the Disclosure Schedule: (a) the lease or sublease is legal, valid, binding, enforceable and in full force and effect; (b) there is no reason which would impair the lease or sublease to continue to be legal, valid, binding, enforceable and in full force and effect immediately following the Closing in accordance with the terms thereof as in effect prior to the Closing; (c) the Company is not in breach or default, and no event has occurred which, with notice or lapse of time, would constitute a breach or default or permit termination, modification, or acceleration thereunder; (d) there are no disputes, oral agreements or forbearance programs in effect as to the lease or sublease; (e) the Company has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the leasehold or subleasehold; (f) all facilities leased or subleased thereunder are supplied with utilities and other services necessary for the operation of said facilities in the manner in which such facilities are currently operated and as presently contemplated by the Company; and (g) the owner of the facility leased or subleased, has stated that, it has good and clear record and marketable title to the parcel of real property, free and clear of any Security Interest, easement, covenant or other restriction, that would interfere in any material respect with the Company's operations thereon, and there have been no actions to believe the contrary.

Real Property Leases. CLAUSE 2.13 Section 2.12 of the Disclosure Schedule lists -------------------- and describes briefly all real property leased or subleased to or by the Company and lists the term of such lease, any extension and expansion options, and the rent payable thereunder. The Company has delivered or made available to the Buyer true, correct Parent complete and complete accurate copies of the leases and subleases (as amended to date) listed in CLAUSE 2.13 Section 2.12 of the Disclosure Schedule. The Company is not party to, or otherwise obliged with respect to, any lease or sublease for facilities, which are not occupied by the Company. With respect to each lease and sublease listed in CLAUSE 2.13 Section 2.12 of the Disclosure Schedule: (a) the lease or sublease is legal, valid, binding, enforceable and in full force and effect; (b) there is no reason which would impair the lease or sublease to will continue to be legal, valid, binding, enforceable and in full force and effect immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing; (c) neither the Company nor, to the knowledge of the Company, any other party, is not in breach or defaultviolation of, or default under, any such lease or sublease, and no event has occurred occurred, is pending or, to the knowledge of the Company, is threatened, which, after the giving of notice, with notice or lapse of time, or otherwise, would constitute a breach or default or permit terminationby the Company or, modification, or acceleration thereunder; (d) there are no disputes, oral agreements or forbearance programs in effect as to the knowledge of the Company, any other party under such lease or sublease; (ed) the Company has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the leasehold or subleasehold; (f) all facilities leased or subleased thereunder are supplied with utilities and other services necessary for the operation of said facilities in the manner in which such facilities are currently operated and as presently contemplated by the Company; and (ge) to the owner knowledge of the facility leased or subleasedCompany, has stated that, it has good and clear record and marketable title to the parcel of real property, free and clear of any there is no Security Interest, easement, covenant or other restrictionrestriction applicable to the real property subject to such lease, that would interfere in any material respect with except for recorded easements, covenants and other restrictions which do not materially impair the Company's operations thereon, and there have been no actions to believe current uses or the contraryoccupancy by the Company of the property subject thereto.

Real Property Leases. CLAUSE 2.13 Section 3.15 of the Parent Disclosure Schedule lists -------------------- and describes briefly all real property leased or subleased to or by the Company Parent or any of its Subsidiaries and lists the term of such lease, any extension and expansion options, and the rent payable thereunder. The Company Parent has delivered or made available to the Buyer true, correct Company complete and complete accurate copies of the leases and subleases (as amended to date) listed in CLAUSE 2.13 Section 3.15 of the Parent Disclosure Schedule. The Company is not party to, or otherwise obliged with respect to, any lease or sublease for facilities, which are not occupied by the Company. With respect to each lease and sublease listed in CLAUSE 2.13 Section 3.15 of the Parent Disclosure Schedule: (a) the lease or sublease is legal, valid, binding, enforceable and in full force and effect; (b) there is no reason which would impair the lease or sublease to will continue to be legal, valid, binding, enforceable and in full force and effect immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing; (c) neither the Company Parent nor any of its Subsidiaries nor, to the knowledge of the Parent, any other party, is not in breach or defaultviolation of, or default under, any such lease or sublease, and no event has occurred occurred, is pending or, to the knowledge of the Parent, is threatened, which, after the giving of notice, with notice or lapse of timetime or otherwise, would constitute a breach or default by the Parent or permit terminationany of its Subsidiaries or, modification, or acceleration thereunder; (d) there are no disputes, oral agreements or forbearance programs in effect as to the knowledge of the Parent, any other party under such lease or sublease; (ed) neither the Company Parent nor any of its Subsidiaries has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the leasehold or subleasehold; (f) all facilities leased or subleased thereunder are supplied with utilities and other services necessary for the operation of said facilities in the manner in which such facilities are currently operated and as presently contemplated by the Company; and (ge) to the owner knowledge of the facility leased or subleasedParent, has stated that, it has good and clear record and marketable title to the parcel of real property, free and clear of any there is no Security Interest, easement, covenant or other restrictionrestriction applicable to the real property subject to such lease, that would interfere in except for recorded easements, covenants and other restrictions which do not materially impair the current uses or the occupancy by the Parent or any material respect with of its Subsidiaries of the Company's operations thereon, and there have been no actions to believe the contraryproperty subject thereto.

Real Property Leases. CLAUSE 2.13 (a) The Seller does not own any real property. (b) The leases, licenses and subleases listed on Schedule 3.8(b) (collectively, the “Leases”) constitute all of the Disclosure Schedule lists -------------------- and describes briefly all current leases, licenses or subleases for the use or occupancy of real property leased by or subleased to from the Company and lists Seller (the term of such lease, any extension and expansion options, and the rent payable thereunder. The Company has delivered to the Buyer true, correct and complete copies of the leases and subleases “Seller Leased Real Property”). (as amended to datec) listed in CLAUSE 2.13 of the Disclosure Schedule. The Company is not party to, or otherwise obliged with respect to, any lease or sublease for facilities, which are not occupied by the Company. With respect to each lease and sublease listed in CLAUSE 2.13 of the Disclosure Schedulesuch Lease: (ai) the lease or sublease is legal, valid, binding, enforceable and in full force and effect; (b) there is no reason which would impair the lease or sublease to continue to be legal, valid, binding, enforceable and in full force and effect immediately following the Closing in accordance with the terms thereof as in effect prior to the Closing; (c) the Company Seller is not in breach or defaultin default in any material respect thereof, and to the Knowledge of the Seller, no event has occurred which, with notice or lapse of time, would constitute other Person that is a party to any such Lease is in breach or default or permit termination, modification, or acceleration in any material respect thereunder; (dii) there are no disputeseach of the Leases constitutes the legal and binding obligations of the Seller, oral agreements or forbearance programs in effect as and to the lease or subleaseKnowledge of the Seller, any other Person that is a party thereto in accordance with its terms; (eiii) the Company Seller has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered caused any Lien or Encumbrance (other than any Permitted Encumbrance) to exist with respect to any interest of the Seller in the leasehold or subleaseholdsuch Lease; (fiv) all facilities leased the Seller has not received notice of any non-compliance with current zoning or subleased thereunder are supplied with utilities land use Laws or of any pending condemnation or similar proceeding affecting such Seller Leased Real Property or any portion thereof, and, to the Knowledge of the Seller, no such action is presently threatened; (v) the Seller is entitled to the right of quiet enjoyment of each parcel of Seller Leased Real Property and other services necessary is in peaceful and undisturbed possession of the Seller Leased Real Property, and the Seller has not received notice of any uncured violation of any contractual or legal restrictions that preclude or restrict the ability to use the Seller Leased Real Property for the operation of said facilities in purposes for which it is currently being used; (vi) the manner in which such facilities are currently operated Seller Leased Real Property and as presently contemplated any buildings, structures, improvements and fixtures thereon constitute the only real property, improvements and fixtures used by the CompanySeller and are adequate for the conduct of the Business as it currently is conducted; (vii) the Seller has delivered to Buyer true, correct and complete copies of all of the Leases, including all amendments, modifications and changes thereto, and any assignments thereof; and (gviii) the owner of Seller has not granted any license, lease or sublease to use or occupy the facility leased or subleased, has stated that, it has good and clear record and marketable title to the parcel of real property, free and clear of any Security Interest, easement, covenant or other restriction, that would interfere in any material respect with the Company's operations thereon, and there have been no actions to believe the contrarySeller Leased Real Property.

Real Property Leases. CLAUSE 2.13 Section 3.15 of the Parent Disclosure Schedule lists -------------------- and describes briefly discloses all real property leased or subleased to or by the Company Parent or any of its DSH Subsidiaries and lists the term of such lease, any extension and expansion options, and the rent payable thereunder. The Company Parent has delivered or made available to the Buyer true, correct Company complete and complete accurate copies of the leases and subleases (as amended to date) listed disclosed in CLAUSE 2.13 of the Disclosure Schedule. The Company is not party to, or otherwise obliged with respect to, any lease or sublease for facilities, which are not occupied by the CompanyParent SEC Reports. With respect to each such lease and sublease listed in CLAUSE 2.13 of the Disclosure Schedulesublease: (a) the lease or sublease is legal, valid, binding, enforceable and in full force and effect; (b) there is no reason which would impair the lease or sublease to will continue to be legal, valid, binding, enforceable and in full force and effect immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing, and the Closing will not, after the giving of notice, with lapse of time, or otherwise, result in a breach or default by the Parent or any of its DSH Subsidiaries or, to the knowledge of the Parent, any other party under such lease or sublease; (c) neither the Company Parent nor any of its DSH Subsidiaries nor, to the knowledge of the Parent, any other party, is not in breach or defaultviolation of, or default under, any such lease or sublease, and no event has occurred occurred, is pending or, to the knowledge of the Parent, is threatened, which, after the giving of notice, with notice or lapse of timetime or otherwise, would constitute a breach or default by the Parent or permit terminationany of its DSH Subsidiaries or, modification, or acceleration thereunder; (d) there are no disputes, oral agreements or forbearance programs in effect as to the Knowledge of the Parent, any other party under such lease or sublease; (ed) neither the Company Parent nor any of its DSH Subsidiaries has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the leasehold or subleasehold; (f) all facilities leased or subleased thereunder are supplied with utilities and other services necessary for the operation of said facilities in the manner in which such facilities are currently operated and as presently contemplated by the Company; and (ge) to the owner knowledge of the facility leased or subleasedParent, has stated that, it has good and clear record and marketable title to the parcel of real property, free and clear of any there is no Security Interest, easement, covenant or other restrictionrestriction applicable to the real property subject to such lease, that would interfere in except for recorded easements, covenants and other restrictions which do not materially impair the current uses or the occupancy by the Parent or any material respect with of its DSH Subsidiaries of the Company's operations thereon, and there have been no actions to believe the contraryproperty subject thereto.

Real Property Leases. CLAUSE 2.13 Schedule 3.15 of the Parent Disclosure Schedule lists -------------------- and describes briefly all real property leased or subleased to or by the Company Parent or any Parent Subsidiary and lists the term of such lease, any extension and expansion options, and the rent payable thereunder. The Company Parent has delivered or made available to the Buyer true, correct Company complete and complete accurate copies of the leases and subleases (as amended to date) listed in CLAUSE 2.13 Schedule 3.15 of the Parent Disclosure Schedule. The Company is not party to, or otherwise obliged with respect to, any lease or sublease for facilities, which are not occupied by the Company. With respect to each lease and sublease listed in CLAUSE 2.13 Schedule 3.15 of the Parent Disclosure Schedule: (a) the lease or sublease is legal, valid, binding, enforceable and in full force and effecteffect and all rent due and payable thereunder has been paid; (b) there is no reason which would impair the lease or sublease to will continue to be legal, valid, binding, enforceable and in full force and effect immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing; (c) neither the Company Parent nor any Parent Subsidiary nor, to the knowledge of the Parent, any other party, is not in breach or defaultviolation of, or default under, any such lease or sublease, and no event has occurred occurred, is pending or, to the knowledge of the Parent, is threatened, which, after the giving of notice, with notice or lapse of time, or otherwise, would constitute a breach or default by the Parent or permit terminationany Parent Subsidiary or, modification, or acceleration thereunder; (d) there are no disputes, oral agreements or forbearance programs in effect as to the knowledge of the Parent, any other party under such lease or sublease; (ed) neither the Company Parent nor any Parent Subsidiary has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the leasehold or subleasehold; (f) all facilities leased or subleased thereunder are supplied with utilities and other services necessary for the operation of said facilities in the manner in which such facilities are currently operated and as presently contemplated by the Company; and (ge) the owner of the facility leased or subleased, has stated that, it has good and clear record and marketable title to the parcel of real property, free and clear Parent is not aware of any Security Interest, easement, covenant or other restrictionrestriction applicable to the real property subject to such lease, that would interfere in any material respect with except for recorded easements, covenants and other restrictions which do not materially impair the Company's operations thereon, and there have been no actions to believe current uses or the contraryoccupancy by the Parent or a Parent Subsidiary of the property subject thereto.

Real Property Leases. CLAUSE 2.13 Section 2.12 of the Disclosure Schedule lists -------------------- and describes briefly all real property leased or subleased to or by the Company or any Subsidiary and lists the term of such lease, any extension and expansion options, and the rent payable thereunder. The Company has delivered or made available to the Buyer true, correct Parent complete and complete accurate copies of the leases and subleases (as amended to date) listed in CLAUSE 2.13 Section 2.12 of the Disclosure Schedule. The Company is not party toExcept as set forth in Section 2.12 of the Disclosure Schedule, or otherwise obliged with respect to, any lease or sublease for facilities, which are not occupied by the Company. With respect to each lease and sublease listed in CLAUSE 2.13 Section 2.12 of the Disclosure Schedule: (a) the lease or sublease is legal, valid, binding, enforceable and in full force and effect; (b) there is no reason which would impair the lease or sublease to will continue to be legal, valid, binding, enforceable and in full force and effect immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing; (c) neither the Company nor any Subsidiary nor, to the knowledge of the Company, any other party, is not in breach or defaultviolation of, or default under, any such lease or sublease, and no event has occurred occurred, is pending or, to the knowledge of the Company, is threatened, which, after the giving of notice, with notice or lapse of time, or otherwise, would constitute a breach or default by the Company or permit terminationany Subsidiary or, modification, or acceleration thereunder; (d) there are no disputes, oral agreements or forbearance programs in effect as to the knowledge of the Company, any other party under such lease or sublease; (ed) neither the Company nor any Subsidiary has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the leasehold or subleasehold; (f) all facilities leased or subleased thereunder are supplied with utilities and other services necessary for the operation of said facilities in the manner in which such facilities are currently operated and as presently contemplated by the Company; and (ge) to the owner knowledge of the facility leased or subleasedCompany, has stated that, it has good and clear record and marketable title to the parcel of real property, free and clear of any there is no Security Interest, easement, covenant or other restrictionrestriction applicable to the real property subject to such lease, that would interfere in any material respect with except for recorded easements, covenants and other restrictions which do not materially impair the Company's operations thereon, and there have been no actions to believe current uses or the contraryoccupancy by the Company or a Subsidiary of the property subject thereto.

Real Property Leases. CLAUSE 2.13 of the Disclosure Schedule lists -------------------- and describes briefly The Parent SEC Reports disclose all real property leased or subleased to or by the Company Parent or any of its Subsidiaries and lists the term of such lease, any extension and expansion options, and the rent payable thereunder. The Company Parent has delivered or made available to the Buyer true, correct Company complete and complete accurate copies of the leases and subleases (as amended to date) listed disclosed in CLAUSE 2.13 of the Disclosure Schedule. The Company is not party to, or otherwise obliged with respect to, any lease or sublease for facilities, which are not occupied by the CompanyParent SEC Reports. With respect to each such lease and sublease listed in CLAUSE 2.13 of the Disclosure Schedulesublease: (a) the lease or sublease is legal, valid, binding, enforceable and in full force and effect; (b) there is no reason which would impair the lease or sublease to will continue to be legal, valid, binding, enforceable and in full force and effect immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing, and the Closing will not, after the giving of notice, with lapse of time, or otherwise, result in a breach or default by the Parent or any of its Subsidiaries or, to the knowledge of the Parent, any other party under such lease or sublease; (c) neither the Company Parent nor any of its Subsidiaries nor, to the knowledge of the Parent, any other party, is not in breach or defaultviolation of, or default under, any such lease or sublease, and no event has occurred occurred, is pending or, to the knowledge of the Parent, is threatened, which, after the giving of notice, with notice or lapse of timetime or otherwise, would constitute a breach or default by the Parent or permit terminationany of its Subsidiaries or, modification, or acceleration thereunder; (d) there are no disputes, oral agreements or forbearance programs in effect as to the knowledge of the Parent, any other party under such lease or sublease; (ed) neither the Company Parent nor any of its Subsidiaries has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the leasehold or subleasehold; (f) all facilities leased or subleased thereunder are supplied with utilities and other services necessary for the operation of said facilities in the manner in which such facilities are currently operated and as presently contemplated by the Company; and (ge) to the owner knowledge of the facility leased or subleasedParent, has stated that, it has good and clear record and marketable title to the parcel of real property, free and clear of any there is no Security Interest, easement, covenant or other restrictionrestriction applicable to the real property subject to such lease, that would interfere in except for recorded easements, covenants and other restrictions which do not materially impair the current uses or the occupancy by the Parent or any material respect with of its Subsidiaries of the Company's operations thereon, and there have been no actions to believe the contraryproperty subject thereto.

Real Property Leases. CLAUSE 2.13 (a) Schedule 3.15(a) contains a true, correct and complete list, by location, of the Disclosure Schedule lists -------------------- and describes briefly all real property leased owned by the Company, any Company Subsidiary or subleased any Domestic Company JV (the “Company Owned Real Properties”). Except for (x) such exceptions which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company, (y) any matters of public record affecting the use of such properties and disclosed in writing in the most recently obtained title insurance policies or reports with respect to the Company Owned Real Properties made available to Parent prior to the date hereof and lists (z) Permitted Encumbrances, (i) the term Company and the Company Subsidiaries have good and marketable title to the Company Owned Real Properties and (ii) the Company Owned Real Properties will be at Closing free and clear of such leaseall mortgages, Liens, leases, tenancies, security interests, options to purchase or lease or rights of first refusal except for those items securing debt assumed or allowed by the Surviving Corporation and its Subsidiaries. Schedule 3.15(a) contains a true, correct and complete list of the most recent title insurance policies or reports relating to the Company Owned Real Properties. (b) Schedule 3.15(b) contains a true, correct and complete list, by address, of all material real property leased by the Company, any extension and expansion optionsCompany Subsidiary or any Domestic Company JV (the “Company Leased Real Properties”, and and, together with the rent payable thereunderCompany Owned Real Properties, the “Company Real Properties”). The Company has delivered made available to the Buyer Parent true, correct and complete copies of all Contracts providing for the leases and subleases (as amended to date) listed in CLAUSE 2.13 lease of the Disclosure Schedule. The Company is not party toLeased Real Properties (the “Company Leases”), or otherwise obliged each of which, in the aggregate are fairly presented in accordance with respect toGAAP, any lease or sublease for facilitiesconsistently applied, which are not occupied by in the CompanyLoews Financial Statements. With respect to each lease (i) the Company Leased Real Properties other than Significant Company Theatre Properties, except for such exceptions which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company and sublease listed in CLAUSE 2.13 of (ii) the Disclosure ScheduleSignificant Company Theatre Properties: (aA) each Company Lease is valid and binding upon the Company, a Company Subsidiary or a Domestic Company JV and upon the landlord thereunder and in full force and effect and grants the lessee under such Company Lease, once the premises under such Company Lease have been delivered by the landlord, the exclusive right to use and occupy the premises, subject to Permitted Encumbrances, and the Company, a Company Subsidiary or a Domestic Company JV enjoys peaceful and undisturbed possession of the premises, subject to Permitted Encumbrances; (B) the lease Company, a Company Subsidiary or a Domestic Company JV has good and valid title to the leasehold estate or other interest created under its respective Company Leases, subject to Permitted Encumbrances; (C) there is no, nor has the Company, any Company Subsidiary or to the Knowledge of the Company any Domestic Company JV received notice of any, default (or condition or event which, after notice or lapse of time or both, would constitute a default) thereunder by the lessee or (to the Knowledge of the Company) by the landlord thereunder which if it resulted in a termination of a Company Lease would be material to the Company and the Company Subsidiaries, taken as a whole; (D) with respect to any Company Leases that were assigned to the Company, any Company Subsidiary or any Domestic Company JV by a Third Party, to the Knowledge of the Company, all consents to such assignments or sublease have been obtained which may have been required with respect to such assignments or sublease, except such the failure of which to obtain has been cured by a course of dealing with the applicable landlord or which would not be material to the Company and the Company Subsidiaries, taken as a whole; and (E) none of the rights of the Company, any Company Subsidiary or to the Knowledge of the Company any Domestic Company JV under any of the Company Leases will be subject to termination or modification as the result of the consummation of the transactions contemplated by this Agreement and the Transaction Documents, and upon the consummation of the Merger, Parent will have succeeded to all of the rights, title and interest of the Company or such Company Subsidiary or Company JV either directly or indirectly by ownership of the Company Subsidiaries or Company JVs under each of such Company Leases. (c) Except as would not reasonably be expected to have a Material Adverse Effect on the Company, (i) each lease, sublease, license or other agreement granting to any Third Party any right to the use, occupancy or enjoyment of any Company Real Properties or any portion thereof that has an annual base rent equal to or greater than $500,000 (collectively, the “Company Space Leases”) is legal, valid, binding, enforceable binding and in full force and effect; , (bii) there is all rent and other sums and charges payable by the tenant or occupant thereunder (the “Company Space Tenant”) are current, (iii) no reason which would impair termination event or condition or uncured default on the lease part of the Company, or sublease to continue to be legal, valid, binding, enforceable and in full force and effect immediately following the Closing in accordance with the terms thereof as in effect prior to the Closing; (c) Knowledge of the Company, the Company is not in breach or defaultSpace Tenant, exists under any Company Space Lease and (iv) no event or condition has occurred whichor exists that, with or without notice or lapse of timetime or both, would constitute such a breach or default or permit termination, modification, termination event or acceleration thereunder;condition. (d) there are no disputesThe Company is not obligated under, oral agreements or forbearance programs a party to any Contract providing for (i) the purchase of any Company Leased Real Property for a purchase price in effect as excess of $4 million or (ii) any option, right of first refusal or other right to the lease sell, assign or sublease;dispose of any Company Owned Real Property. (e) All components of all improvements included within the Company Real Properties, including, without limitation, the roofs and structural elements thereof and the heating, ventilation, air conditioning, plumbing, electrical, mechanical, sewer, waste water, storm water, paving and parking equipment, systems and facilities included therein, are in good working order and repair, except for such failures to be in good working order or repair that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company. All of the Company Real Properties are used and open as an operating theatre. The purposes for those locations that are not so used are listed on Schedule 3.15(e). All of the Company Real Properties that are operating theatres have adequate means of ingress and egress to and from a public way and adequate parking available for the operation of the theatre located at such location. All Company Real Properties that are operating theatres may be used as motion picture theatres under applicable zoning provisions. (f) The Company has not received any notice, nor has any Knowledge, of any pending, threatened or contemplated condemnation proceeding affecting any Significant Company Theatre Property or any part thereof, or any sale or other disposition of any Significant Company Theatre Property or any part thereof in lieu of condemnation, except in each case for those which would not materially interfere with the operations of the relevant Significant Company Theatre Property. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company, the Company has not assignedreceived any notice, transferrednor has any Knowledge, conveyed, mortgaged, deeded in trust or encumbered any interest in the leasehold or subleasehold; (f) all facilities leased or subleased thereunder are supplied with utilities and other services necessary for the operation of said facilities in the manner in which such facilities are currently operated and as presently contemplated by the Company; and (g) the owner of the facility leased or subleased, has stated that, it has good and clear record and marketable title to the parcel of real property, free and clear of any Security Interestpending, easementthreatened or contemplated condemnation proceeding affecting any Company Real Properties (other than the Significant Company Theatre Properties) or any part thereof, covenant or of any sale or other restriction, that would interfere disposition of any Company Real Properties (other than the Significant Company Theatre Properties) or any part thereof in any material respect with the Company's operations thereon, and there have been no actions to believe the contrarylieu of condemnation.

Real Property Leases. CLAUSE 2.13 Section 5.14 of the Seller Disclosure Schedule Letter lists -------------------- and describes briefly all real property leased or subleased to the Company or by Seller or any Seller Subsidiary and lists the term of such lease, any extension and expansion options, and the rent payable thereunder. The Company Seller has delivered made available to the Buyer true, correct complete and complete accurate copies of the leases and subleases (as amended to date) listed in CLAUSE 2.13 Section 5.14 of the Seller Disclosure Schedule. The Company is not party to, or otherwise obliged with respect to, any lease or sublease for facilities, which are not occupied by the CompanyLetter. With respect to each lease and sublease listed in CLAUSE 2.13 Section 5.14 of the Seller Disclosure ScheduleLetter: (a) the lease or sublease is legal, valid, binding, enforceable against Seller and in full force and effect; (b) there is no reason which would impair the consummation of the Merger and the transactions contemplated hereby will not result in any lease or sublease to continue no longer continuing to be legal, valid, binding, enforceable and in full force and effect immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing; (c) neither Seller nor any Seller Subsidiary nor, to the Company knowledge of Seller, any other party, is not in material breach or defaultviolation of, or material default under, any such lease or sublease, and no event has occurred occurred, is pending or, to the knowledge of Seller, is threatened, which, after the giving of notice, with notice or lapse of time, or otherwise, would constitute a material breach or default by Seller or permit terminationany Seller Subsidiary or, modification, or acceleration thereunder; (d) there are no disputes, oral agreements or forbearance programs in effect as to the knowledge of Seller, any other party under such lease or sublease; (ed) the Company neither Seller nor any Seller Subsidiary has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any material interest in the leasehold or subleasehold; (f, except with respect to subleases the Seller has entered into in connection with its restructuring activities set forth in Section 5.14(d) all facilities leased or subleased thereunder are supplied with utilities and other services necessary for of the operation of said facilities in the manner in which such facilities are currently operated and as presently contemplated by the CompanySeller Disclosure Letter; and (ge) the owner of the facility leased or subleased, has stated that, it has good and clear record and marketable title to the parcel of real property, free and clear Seller is not aware of any Security Interest, easement, covenant or other restrictionrestriction applicable to the real property subject to such lease, that would interfere in except for recorded easements, covenants and other restrictions which do not materially impair the current uses or the occupancy by Seller or any material respect with Seller Subsidiary of the Company's operations thereon, and there have been no actions to believe the contraryproperty subject thereto.

Real Property Leases. CLAUSE 2.13 Section 5.14 of the Disclosure Schedule lists -------------------- and describes briefly all real property leased or subleased to the Company and lists the term of such lease, any extension and expansion options, and the rent payable thereunder. The Company has delivered to the Buyer true, correct and complete copies of the leases and subleases (as amended to date) listed in CLAUSE 2.13 of the Disclosure Schedule. The Company is not party to, or otherwise obliged with respect to, any lease or sublease for facilities, which are not occupied by the CompanyLeases. With respect to each lease and sublease listed in CLAUSE 2.13 of the Disclosure ScheduleLease: (a) the lease or sublease such Lease is legal, valid, binding, enforceable and in full force and effecteffect against the landlord, the Company or the Consolidated Subsidiary that is the party thereto and, to the Company’s Knowledge, against each other party thereto, if any; (b) there is no reason which would impair the lease or sublease to such Lease will continue to be legal, valid, binding, enforceable and in full force and effect against the landlord, the Company or the Consolidated Subsidiary that is the party thereto and, to the Company’s Knowledge, against each other party thereto, if any, immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing; (c) neither the Company nor the Consolidated Subsidiary that is not the party thereto is in breach or defaultviolation of, or default under, any such Lease, and no event has occurred occurred, is pending or, to the Knowledge of the Company, is threatened, which, after the giving of notice, with notice or lapse of time, or otherwise, would constitute a breach or default by the Company or permit terminationany Consolidated Subsidiary or, modificationany other party under such Lease, or acceleration thereunderif any; (d) to Seller's and Company's Knowledge, there are no material disputes, oral agreements agreements, offsets, or forbearance programs in effect as to such Lease and no party to any Lease has exercised a right of self help to remedy a breach or default by the lease or subleaseany other party to such Lease; (e) neither the Company nor any Consolidated Subsidiary has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the leasehold or subleasehold;; and (f) all facilities leased or subleased thereunder are supplied with utilities and other services necessary for the operation of said facilities in the manner in which such facilities are currently operated and as presently contemplated by the Company; and (g) the owner of the facility leased or subleased, has stated that, it has good and clear record and marketable title to the parcel of real property, free and clear of any Security Interestthere is no Lien, easement, covenant covenant, code, law or to Seller’s or Company’s Knowledge, other restriction, restriction applicable to the real property subject to such Lease that would interfere in any material respect with reasonably be expected to impair materially the Company's operations thereon, and there have been no actions to believe current uses or the contraryoccupancy by the Company or a Consolidated Subsidiary of the property subject thereto.

Real Property Leases. CLAUSE 2.13 of the Disclosure Schedule lists -------------------- and describes briefly all real property leased or subleased to the Company and lists the term of such lease, any extension and expansion options, and the rent payable thereunder. The Company Seller has delivered to the Buyer Purchaser a true, correct and complete copies copy of the real property leases and subleases (as amended to date) listed in CLAUSE 2.13 Section 3.8 of Seller’s Disclosure Schedule (which comprises all the Disclosure Schedule. The Company leases and/or subleases of immovable property to which such Seller is not a party toor by which it is bound), or otherwise obliged together with respect toall amendments, any lease or sublease for facilities, which are not occupied by addenda and supplements thereto (the Company“Real Property Leases”). With respect to each lease Real Property Lease and sublease listed in CLAUSE 2.13 of the Disclosure ScheduleReal Property Leases: (a) the lease or sublease The Real Property Lease is legal, valid, bindingbinding and enforceable against Seller, and to Seller’s Knowledge, enforceable against the lessor and any sublessors thereunder in full force and effectaccordance with its terms; (b) there is no reason which would impair the lease All rentals or sublease to continue other monies due or required to be legalpaid thereunder have been paid and will have been paid through the Closing Date, valid, binding, enforceable and in full force and effect immediately except for routine adjustments to percentage rentals which will be paid by Seller within fifteen (15) business days following the Closing in accordance with the terms thereof as in effect prior to the ClosingDate; (c) Except as set forth on Section 3.8 of the Company Seller Disclosure Schedule, the Real Property Lease is assignable to Purchaser; (d) Seller has not received any notice that the lessor or any sublessor under the Real Property Lease intends to cancel or terminate the Real Property Lease or to exercise or not exercise any option thereunder; (e) Neither Seller nor, to Seller’s Knowledge, any other party to the Real Property Lease, is in breach or default, and no event has occurred whichthat, with notice or lapse of timetime or both, would constitute a breach or default or permit termination, modification, modification or acceleration thereunder; (df) Neither Seller nor, to Seller’s Knowledge, any other party to the Real Property Lease has repudiated any provision thereof; (g) There have been and there are no disputes, oral agreements agreement(s), temporary waivers, or forbearance programs forbearances in effect as to the lease or subleaseReal Property Lease; (eh) the Company Seller has not assigned, transferredpledged, conveyed, mortgaged, deeded in trust transferred or encumbered conveyed any interest in the leasehold and is not aware of any such assignment, transfer or subleaseholdconveyance; (fi) To Seller’s Knowledge, all facilities leased or subleased thereunder are supplied under the Real Property Lease have received all approvals of Governmental Authorities (including licenses and Permits) required in connection with utilities and other services necessary for the operation of said facilities the Business and have been operated and maintained in accordance with applicable laws, rules and regulations; (j) The Real Property Lease has not been amended or modified other than as described on Section 3.8 of Seller’s Disclosure Schedule; (k) There are no leases, subleases, licenses, concessions, or other agreements entered into by Seller in which Seller has granted to any Person or Persons the right of use or occupancy to any portion of the Real Property Lease; (l) All of the real property leased by Seller in the conduct of the Business is included in the Real Property Leases; (m) Seller has not received notice and, to the Knowledge of Seller, there are no pending, threatened or contemplated condemnation proceeding or proceedings affecting the Real Property Lease or any part thereof or of any sale or other disposition of the Real Property Lease or any part thereof in lieu of condemnation; (n) Except as set forth in Section 3.8(n) of the Seller Disclosure Schedule, the Real Property Lease contains an accurate and complete description of the relevant parking plans, rights and accommodations; (o) The Real Property Lease has legal and valid rights of ingress and egress to the nearest public roadway and rights to parking and other easements in order to permit the operation of the Business by Purchaser in the same manner as the Business is conducted on the date hereof and, except as set forth in which such facilities Real Property Lease, all such rights are currently operated and assignable without the consent of another Person; (p) Except as presently contemplated set forth in Section 3.8(p) of the Seller Disclosure Schedule, the landlord under the Real Property Lease has made no loans or advances to Seller including any indebtedness evidenced by the Companya promissory note or other instrument; and (gq) the owner No portion of the facility leased or subleased, Real Property Lease has stated that, it has good and clear record and marketable title to the parcel of real property, free and clear of suffered any Security Interest, easement, covenant material damage by fire or other restriction, that would interfere casualty which is uninsured or has not heretofore been completely repaired and restored in any material respect with the Company's operations thereon, and there have been no actions to believe the contraryfull.

Real Property Leases. CLAUSE 2.13 (a) Schedule 3.2.7 sets forth the address and description of each parcel of Owned Real Property. With respect to each parcel of Owned Real Property: (i) Seller holds fee title to the Owned Real Property of such Seller as set forth on Schedule 3.2.7, subject to the Permitted Encumbrances; and (ii) except as set forth in Schedule 3.2.7, Seller has not leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof. (b) Schedule 3.2.7 sets forth the address of each Leased Real Property facility of Seller and the title and date of and the names of the Disclosure Schedule lists -------------------- and describes briefly parties to all real property leased or subleased to leases governing the Company and lists the term of such lease, any extension and expansion options, and the rent payable thereunderLeased Real Property. The Company Seller has delivered or made available to the Buyer true, correct and complete copies of the leases governing the Leased Real Property, and subleases (as amended to date) listed in CLAUSE 2.13 the case of any oral lease, a written summary of the Disclosure Schedulematerial terms of such lease. The Company is not party toExcept as set forth in Schedule 3.2.7, or otherwise obliged with respect to, any lease or sublease for facilities, which are not occupied by the Company. With respect to each lease and sublease listed in CLAUSE 2.13 of the Disclosure Scheduleleases: (ai) the such lease or sublease is legal, valid, bindingbinding and enforceable against Seller, enforceable and except to the extent that its enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other Laws affecting the enforcement of creditors’ rights generally or by equitable principles, is in full force and effect; (bii) the assignment and transfer to Buyer of the leases hereby do not require the consent of any other party to such lease and will not result in a breach of or default under such lease; (iii) Seller is not in material breach or default under any such lease; (iv) no security deposit or portion thereof deposited with respect to such lease has been applied in respect of a breach of or default under such lease that has not been redeposited in full; and (v) Seller is not in default of any unpaid rents, unpaid royalties, brokerage commissions or finder’s fees with respect to such leases. (c) Except as set forth on Schedule 3.2.7, neither Seller nor, to Seller’s Knowledge, the landlord for the Leased Real Property, has received any written notice of: (i) any eminent domain, or condemnation pending or threatened by any Governmental Authority against the Owned Real Property or the Leased Real Property (collectively, the “Real Property”); or (ii) any violation or claimed violation by any of them of any applicable building, zoning, subdivision, health and safety or other land use Laws or Permits with respect to the Real Property (x) which has not been resolved, (y) for which any obligation of Seller remains to be fulfilled, or (z) which will have a Material Adverse Effect or subject Seller or any of the Assets to material fines or penalties. (d) The Real Property constitutes all of the real property used in the Business. Seller is not party to any agreement or option to purchase any real property or interest therein. (e) To Seller’s Knowledge, the condition of the Real Property is sufficient for the operation of the Business as currently conducted by Seller and, except for the regularly scheduled maintenance and repairs done in the ordinary course of business, there is are no reason which would impair known material anticipated changes or repairs required of the lease or sublease Real Property within ninety (90) days following the Closing Date to continue the operation of the Business as currently conducted. (f) All material Permits of all Governmental Authorities that are required for Seller to be legaluse or occupy the Real Property or operate the Business as currently conducted thereon (collectively, valid, binding, enforceable the “Real Property Permits”) have been issued and are in full force and effect immediately following effect. Schedule 3.2.7 lists all Real Property Permits held by Seller with respect to each parcel of Real Property. Seller has delivered to Buyer a true and complete copy of all Real Property Permits. Seller has not received any written notice from any Governmental Authority threatening a suspension, revocation, modification or cancellation of any Real Property Permit and, to Seller’s Knowledge, there is no basis for the Closing issuance of any such notice or the taking of any such action. Except as set forth in accordance Schedule 3.2.7, the Real Property Permits are either transferable to Buyer or run with the terms thereof as in effect prior to land or improvements comprising the Closing; (c) Real Property without the Company is not in breach consent or defaultapproval of the issuing Governmental Authority, and no event has occurred which, disclosure or filing with notice or lapse of time, would constitute any Governmental Authority by Seller is required as a breach or default or permit termination, modification, or acceleration thereunder; (d) there are no disputes, oral agreements or forbearance programs in effect as condition to the lease or sublease; (e) the Company has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the leasehold or subleasehold; (f) all facilities leased or subleased thereunder are supplied with utilities and other services necessary for the operation of said facilities in the manner in which such facilities are currently operated and as presently contemplated by the Company; and (g) the owner of the facility leased or subleased, has stated that, it has good and clear record and marketable title to the parcel of real property, free and clear of any Security Interest, easement, covenant or other restriction, that would interfere in any material respect with the Company's operations thereon, and there have been no actions to believe the contrarytransfer.

Real Property Leases. CLAUSE 2.13 Section 3.15 of the Acquiror Disclosure Schedule lists -------------------- and describes briefly all real property leased or subleased to or by the Company Acquiror or any Acquiror Subsidiary and lists the term of such lease, any extension and expansion options, and the rent payable thereunder. The Company Acquiror has delivered or made available to the Buyer true, correct Acquiree complete and complete accurate copies of the leases and subleases (as amended to date) listed in CLAUSE 2.13 Section 3.15 of the Acquiror Disclosure Schedule. The Company is not party to, or otherwise obliged with respect to, any lease or sublease for facilities, which are not occupied by the Company. With respect to each lease and sublease listed in CLAUSE 2.13 Section 3.15 of the Acquiror Disclosure Schedule: (a) the lease or sublease is legal, valid, binding, enforceable and in full force and effect; (b) there is no reason which would impair the lease or sublease to will continue to be legal, valid, binding, enforceable and in full force and effect immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing; (c) neither Acquiror nor any Acquiror Subsidiary nor, to the Company knowledge of Acquiror, any other party, is not in breach or defaultviolation of, or default under, any such lease or sublease, and no event has occurred occurred, is pending or, to the knowledge of Acquiror, is threatened, which, after the giving of notice, with notice or lapse of time, or otherwise, would constitute a breach or default by Acquiror or permit terminationany Acquiror Subsidiary or, modification, or acceleration thereunder; (d) there are no disputes, oral agreements or forbearance programs in effect as to the knowledge of Acquiror, any other party under such lease or sublease; (ed) the Company neither Acquiror nor any Acquiror Subsidiary has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the leasehold or subleasehold; (f) all facilities leased or subleased thereunder are supplied with utilities and other services necessary for the operation of said facilities in the manner in which such facilities are currently operated and as presently contemplated by the Company; and (ge) the owner of the facility leased or subleased, has stated that, it has good and clear record and marketable title to the parcel of real property, free and clear Acquiror is not aware of any Security Interest, easement, covenant or other restrictionrestriction applicable to the real property subject to such lease, that would interfere in any material respect with except for recorded easements, covenants and other restrictions which do not materially impair the Company's operations thereon, and there have been no actions to believe current uses or the contraryoccupancy by Acquiror or Acquiror Subsidiary of the property subject thereto.

Real Property Leases. CLAUSE 2.13 (a) The Leases and any executed leases (the “Undeveloped Leases”) or proposed leases relating to the Xxxxx Undeveloped Theatre Property consist of the Disclosure documents identified on Schedule lists -------------------- 8.3(a) hereto and describes briefly all real property leased or subleased no others. Xxxxx has furnished to the Company and lists the term of such lease, any extension and expansion options, and the rent payable thereunder. The Company has delivered to the Buyer true, correct Star true and complete copies of the leases Leases and subleases the Undeveloped Leases, The Leases and the Undeveloped Leases have not been amended or modified except as set forth in the documents identified in Schedule 8.3(a) hereto. Xxxxx has good title to its leasehold estate in the Theatre Properties and the Xxxxx Undeveloped Theatre Property, and will transfer good title thereto to the Partnership. pursuant hereto in each case subject to no Encumbrance except as disclosed in Schedule 8.3(a) hereto which shall include easements and restrictions of record which do not interfere with the use of the Theatre Properties or the business conducted thereon (Permitted Encumbrances”). (b) Xxxxx or an Affiliate of Xxxxx is the tenant or lessee (as amended such term is defined in said Lease or Undeveloped Lease) under each Lease or Undeveloped Lease and no other person, firm or corporation has any interest as tenant or lessee in or to date) listed said Lease or Undeveloped Lease or any right to occupancy in CLAUSE 2.13 any Theatre Property or the Xxxxx Undeveloped Theatre Property. There are no persons, firms or corporations presently in possession of the Disclosure ScheduleTheatre Properties or the Xxxxx Undeveloped Theatre Property other than Xxxxx or an Affiliate of Xxxxx. Except as set forth on Schedule 8.3(b), there are no subleases, licenses, concessions or other agreements permitting any person or entity other than Xxxxx or its Affiliates to use, occupy or have possession of any Theatre Property or the Xxxxx Undeveloped Theatre Property or any part thereof. (c) Xxxxx’ interest in each Lease and Undeveloped Lease is not in any way encumbered, mortgaged, hypothecated or pledged except for Permitted Encumbrances. (d) To the knowledge of Xxxxx, there are no notes or notices of violation of law or local or municipal ordinances or orders, or regulations, presently noted in or issued by federal, state, local or municipal departments having jurisdiction against or affecting any of the Theatre Properties or the Xxxxx Undeveloped Theatre Property. The Company is not party tocurrent maintenance, operation, use and occupancy of the Theatre Properties and the Xxxxx Undeveloped Theatre Property do not, to the knowledge of Xxxxx, violate any building, zoning, health, environmental, fire or otherwise obliged with respect tosimilar law, ordinance, order or regulation or the terms and conditions of any lease of the Leases or sublease Undeveloped Leases. (e) Appropriate operating certificates for facilities, which are not occupied use of each of the Theatre Properties as a motion picture theatre have been issued by the Company. With respect to each lease appropriate public authorities having jurisdiction and sublease listed in CLAUSE 2.13 of the Disclosure Schedule: (a) the lease or sublease is legal, valid, binding, enforceable are valid and in full force and effect;. Xxxxx or its Affiliates possess and shall have assigned to the Partnership as of the Closing all certificates, approvals, permits and licenses from any governmental authority having jurisdiction over the Theatre Properties which are necessary to permit the lawful use and operation of the Theatre Properties as motion picture theatres (the “Permits”), and all of the same are valid and in full force and effect. To the knowledge of Xxxxx, there exists no threatened revocation of any such certificates or Permits. (bf) there is no reason which would impair To the lease or sublease knowledge of Xxxxx, all sign permits, illuminated sign permits, and marquee permits have been issued by the appropriate governmental authority having jurisdiction covering all existing signs and marquees at the Theatre Properties; said permits are, to continue to be legalthe knowledge of Xxxxx, valid, binding, enforceable valid and in full force and effect immediately following the Closing in accordance with the terms thereof as in effect prior and, to the Closing;knowledge of Xxxxx, there exists no threatened revocation of any of said permits. (cg) To the Company knowledge of Xxxxx, neither Xxxxx nor any of its Affiliates have received any written notice from any insurance carrier of any work required to be performed at a Theatre Property which has not been performed as of the date hereof or of any defects or inadequacies in a Theatre Property which have not been corrected as of the date hereof and which if not corrected could result in termination of insurance coverage or a material increase in the cost thereof. (h) To the knowledge of Xxxxx, no portion of the Contributed Assets or the Xxxxx Undeveloped Theatre Property is subject to or affected by an assessment for public improvements whether or not presently a lien thereon. Xxxxx knows of no planned or proposed assessment for public improvements affecting any of the Contributed Assets or the Xxxxx Undeveloped Theatre Property. (i) Except as set forth in breach Schedule 8.3(i), no work has been performed or default, is in progress at and no event has occurred whichmaterials have been furnished to the Contributed Assets or the Xxxxx Undeveloped Theatre Property or any portion thereof which might, with notice to the knowledge of Xxxxx, give rise to mechanic’s, materialmen’s or lapse of time, would constitute a breach other liens against the Contributed Assets or default the Xxxxx Undeveloped Theatre Property or permit termination, modification, or acceleration thereunder;any portion thereof. (dj) there are no disputesTo the knowledge of Xxxxx, oral agreements or forbearance programs in effect as to the lease or sublease; (e) the Company has not assignedall water, transferredsewer, conveyedgas, mortgagedelectricity, deeded in trust or encumbered any interest in the leasehold or subleasehold; (f) all facilities leased or subleased thereunder are supplied with utilities telephone and other services necessary utilities required for the operation of said facilities each of the Theatre Properties are installed and operating and all installation and connection charges have been paid in full. To the knowledge of Xxxxx, all such utilities enter the Theatre Properties through adjoining public rights of way or recorded private easements. (k) Neither Xxxxx nor any of its affiliates have received or have knowledge of any notification from the Department of Building and Safety, Health Department, or such other city, county, state or federal authority having jurisdiction requiring any work to be done on or to any of the Theatre Properties or the Xxxxx Undeveloped Theatre Property. (1) None of the Theatre Properties or the Xxxxx Undeveloped Theatre Property are, to the knowledge of Xxxxx, in violation of any federal, state or local law, ordinance or regulation relating to industrial hygiene, environmental conditions, hazardous waste, hazardous substances or toxic materials on, under or about any of the Theatre Properties or the Xxxxx Undeveloped Theatre Property, including, without limitation, soil and groundwater conditions. Neither Xxxxx nor any of its affiliates have, to Xxxxx knowledge, used, manufactured, stored or disposed of, on, under or about any of the Theatre Properties or the Xxxxx Undeveloped Theatre Property or transported to or from any of the Theatre Properties or the Xxxxx Undeveloped Theatre Property any radioactive materials or hazardous wastes or other similar materials or substances. Notwithstanding the foregoing, no representation is made with respect to the presence of asbestos or asbestos-containing materials in the manner in which such facilities are currently operated and as presently contemplated by Theatre Properties or the Company; and (g) the owner of the facility leased or subleased, has stated Xxxxx Undeveloped Theatre Property except that Xxxxx represents that, it has good and clear record and marketable title to the parcel knowledge of real propertyXxxxx, free and clear of Xxxxx is not required pursuant to any Security Interestorder or ruling to xxxxx asbestos by removal, easement, covenant encapsulation or other restriction, that would interfere otherwise in any material Theatre Property or the Xxxxx Undeveloped Theatre Property and no proceedings with respect with to the Company's operations thereonabatement of asbestos by removal, and there have been no actions encapsulation or otherwise in any Theatre Property or the Xxxxx Undeveloped Theatre Property are pending or, to believe the contraryknowledge of Xxxxx, threatened.

Real Property Leases. CLAUSE 2.13 Section 2.14 of the Disclosure Schedule lists -------------------- and describes briefly all real property leased or subleased to the Company and lists the term of such lease, any extension and expansion options, and the rent payable thereunderSeller. The Company Seller has delivered to the Buyer true, correct and complete copies of the leases and subleases (as amended to date) listed in CLAUSE 2.13 Section 2.14 of the Disclosure Schedule. The Company Schedule where the lessor or sublessor is not party to, or otherwise obliged with respect to, any lease or sublease for facilities, which are not occupied by an Affiliate of the CompanySeller. With respect to each lease and sublease listed in CLAUSE 2.13 Section 2.14 of the Disclosure ScheduleSchedule where the lessor or sublessor is not an Affiliate of the Seller: (a) the lease or sublease is legal, valid, binding, enforceable and in full force and effect; (b) there is no reason which would impair the lease or sublease is assignable by the Seller to the Buyer without the consent or approval of any party (except as set forth in Section 2.14 of the Disclosure Schedule) and the lease or sublease will continue to be legal, valid, binding, enforceable and in full force and effect immediately following the Closing in accordance with the terms thereof as in effect prior to the Closing; (c) to the Company knowledge of the Seller, no party to the lease or sublease is not in breach or default, and no event has occurred which, with notice or lapse of time, would constitute a breach or default or permit termination, modification, or acceleration thereunder; (d) there are no disputes, oral agreements or forbearance programs in effect as to the lease or sublease; (e) the Company Seller has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the leasehold or subleasehold;; and (f) all facilities leased or subleased thereunder are supplied with utilities and other services necessary for the operation of said facilities in the manner in which such facilities are currently operated and as presently contemplated by the Company; and (g) the owner of the facility leased or subleased, has stated that, it has good and clear record and marketable title to the parcel of real property, free and clear of any Security Interest, easement, covenant or other restriction, that would interfere in any material respect with the Company's operations thereon, and there have been no actions to believe the contraryfacilities.

Real Property Leases. CLAUSE 2.13 Section 2.12 of the Disclosure Schedule lists -------------------- and describes briefly all real property leased or subleased to the Company Leases and lists the term of such leaseLease, any extension and expansion options, and the rent payable thereunder. The Company has delivered to the Buyer true, correct complete and complete accurate copies of the leases and subleases (as amended to date) listed in CLAUSE 2.13 of the Disclosure Schedule. The Company is not party to, or otherwise obliged with respect to, any lease or sublease for facilities, which are not occupied by the CompanyLeases. With respect to each lease and sublease listed in CLAUSE 2.13 of the Disclosure ScheduleLease: (a) the lease or sublease such Lease is legal, valid, binding, enforceable and in full force and effect; (b) there is no reason which would impair the lease or sublease to such Lease will continue to be legal, valid, binding, enforceable against the Company and, to the Company's knowledge, against each other party thereto and in full force and effect immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing; (c) neither the Company Company, any Subsidiary nor, to the knowledge of the Company, any other party to the Lease is not in breach or defaultviolation of, or default under, any such Lease, and no event has occurred occurred, is pending or, to the knowledge of the Company, is threatened, which, after the giving of notice, with notice or lapse of time, or otherwise, would constitute a breach or default by the Company or permit terminationany Subsidiary or, modificationto the knowledge of the Company, or acceleration thereunderany other party under such Lease; (d) there are no disputes, oral agreements or forbearance programs in effect as to the lease or subleasesuch Lease; (e) neither the Company nor any Subsidiary has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the leasehold or subleasehold; (f) all facilities leased or subleased thereunder are supplied with utilities and other services necessary for the operation of said facilities in the manner in which such facilities are currently operated and as presently contemplated by the Company; and (g) the owner of the facility leased or subleased, has stated that, it has good and clear record and marketable title to the parcel of real property, free and clear Company is not aware of any Security Interest, easement, covenant or other restrictionrestriction applicable to the real property subject to such lease which would reasonably be expected to impair the current uses or the occupancy by the Company or a Subsidiary of the property subject thereto; (g) no construction, that would interfere in alteration or other leasehold improvement work with respect to the Lease remains to be paid for or performed by the Company or any material respect with Subsidiary; (h) neither the Company's operations thereonCompany nor any Subsidiary is obligated to pay any leasing or brokerage commission relating to such Lease and will not have any obligation to pay any leasing or brokerage commission upon the renewal of the Lease; and (i) the Financial Statements contain adequate reserves to provide for the restoration of the property subject to the Lease at the end of the respective Lease term, and there have been no actions to believe the contraryextent required by the Lease.

Real Property Leases. CLAUSE 2.13 Section 2.11 of the Disclosure Schedule lists -------------------- and describes briefly all real property leased or subleased to the Company and lists the term of such lease, any extension and expansion options, and the rent payable thereunderLeases. The Company Seller has delivered to the Buyer true, correct complete and complete accurate copies of the leases and subleases (as amended to date) listed in CLAUSE 2.13 of the Disclosure Schedule. The Company is not party to, or otherwise obliged with respect to, any lease or sublease for facilities, which are not occupied by the CompanyLeases. With respect to each lease and sublease listed in CLAUSE 2.13 of the Disclosure ScheduleLease: (a) the lease or sublease such Lease is legal, valid, binding, enforceable and in full force and effect; (b) there such Lease is no reason which would impair assignable by the lease Seller or sublease a Subsidiary to the Buyer without the consent or approval of any party (except as set forth in Section 2.3 of the Disclosure Schedule) and such Lease will continue to be legal, valid, binding, enforceable and in full force and effect immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing; (c) neither the Company Seller nor any Subsidiary nor, to the knowledge of the Seller, any other party, is not in breach or defaultviolation of, or default under, any such Lease, and no event has occurred occurred, is pending or, to the knowledge of the Seller, is threatened, which, after the giving of notice, with notice or lapse of time, or otherwise, would constitute a breach or default by the Seller or permit terminationany Subsidiary or, modificationto the knowledge of the Seller, or acceleration thereunderany other party under such Lease; (d) there are no disputes, oral agreements or forbearance programs in effect as to the lease or subleasesuch Lease; (e) neither the Company Seller nor any Subsidiary has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the leasehold or subleasehold; (f) to the knowledge of the Seller, all facilities leased or subleased thereunder are supplied with utilities and other services necessary adequate for the operation of said facilities in the manner in which such facilities are currently operated and as presently contemplated by the Company; andfacilities; (g) the owner of the facility leased or subleased, has stated that, it has good and clear record and marketable title to the parcel of real property, free and clear Seller is not aware of any Security Interest, easement, covenant or other restriction, that restriction applicable to the real property subject to such lease which would interfere in any material respect with reasonably be expected to materially impair the Company's operations thereon, and there have been no actions to believe current uses or the contrary.occupancy by the Seller or a Subsidiary of the property subject thereto; and

Real Property Leases. CLAUSE 2.13 (a) Schedule 2.17(a) sets forth a correct and complete list of the Disclosure Schedule lists -------------------- and describes briefly all real property owned by the Company or any Subsidiary and Schedule 2.17(b) sets forth a correct and complete list of each lease, sublease or other arrangement pursuant to which the Company or any Subsidiary leases or subleases real property (collectively, the owned and leased or subleased real property is herein referred to as "Real Property"). The Company and the Subsidiaries are the sole and exclusive legal and equitable owner of all right, title and interest in, and have good, marketable and insurable title in fee simple to, all of the Real Property set forth on Schedule 2.17 as being owned by the Company or such Subsidiary, free and clear of all liens, security interests, charges or encumbrances of any kind, except for liens the presence of which would not be likely to have a Material Adverse Effect. All Real Property is in condition and repair adequate for its current use, is suitable for the purposes for which it is presently being used and in the aggregate is adequate to meet all present requirements of the business of the Company and lists the term each of such leaseits Subsidiaries, any extension and expansion options, and the rent payable thereunder. as currently conducted. (b) The Company has heretofore delivered or will deliver to the Buyer trueprior to Closing a complete and accurate copy of each lease and sublease included on Schedule 2.17(b). Unless otherwise noted on Schedule 2.17(b), correct and complete copies the Company or a Subsidiary is the sole lessee or sublessee under each of the leases and subleases (as amended to datelisted on Schedule 2.17(b) listed in CLAUSE 2.13 of the Disclosure Schedule. The Company is not party to, or otherwise obliged with respect to, any lease or sublease for facilities, which are not occupied by the Company. With respect to and each such lease and sublease listed in CLAUSE 2.13 of the Disclosure Schedule: (a) the lease or sublease is legal, valid, binding, enforceable and in full force and effect; (b) there is no reason which would impair the lease or sublease to continue to be legal, valid, binding, enforceable valid and in full force and effect immediately following the Closing and enforceable in accordance with the its terms thereof as in effect prior to the Closing; (c) the Company is and has not in breach been further supplemented, amended or defaultmodified. Unless otherwise noted on Schedule 2.17(b), and there exists no event has occurred whichof default or event, occurrence, condition or act, including without limitation the execution and delivery of this Agreement and the consummation of the transactions contemplated hereunder, which constitutes or would constitute (with notice or lapse of timetime or both) a default in any respect under any of the leases or subleases on Schedule 2.17(b) that would cause, would constitute a breach individually or default or permit termination, modification, or acceleration thereunder; (d) there are no disputes, oral agreements or forbearance programs in effect as to the lease or sublease; (e) the Company has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the leasehold or subleasehold; (f) all facilities leased or subleased thereunder are supplied with utilities and other services necessary for aggregate, a Material Adverse Effect. To the operation best of said facilities in the manner in which such facilities are currently operated and as presently contemplated by the Company; and (g) the owner of the facility leased or subleased, has stated that, it has good and clear record and marketable title to the parcel of real property, free and clear of any Security Interest, easement, covenant or other restriction, that would interfere in any material respect with the Company's operations thereonknowledge, neither the Company nor any Subsidiary has received any notice of any event of default or any event, occurrence, condition or act, including without limitation the execution and delivery of this Agreement and the consummation of the transactions contemplated hereunder, which constitutes or would constitute (with notice or lapse of time or both) a default in any respect under any of the leases or subleases on Schedule 2.17(b). The leased premises are structurally sound with no material defects and are in good operating condition and repair and are adequate for the uses to which they are being put; and none of such leased premises are in need of maintenance or repairs except for ordinary, routine maintenance and repairs which are not material in nature or cost. The Real Property covered by any leasehold interests listed on Schedule 2.17(b), the buildings, fixtures and improvements on such, and there have been no actions the present use thereof, comply in all material respects with all restrictive covenants, deeds and other restrictions and all zoning laws, ordinances and regulations of Governmental Entities or other authorities having jurisdiction thereof, including provisions relating to believe permissible nonconforming uses, if any, and any such premises are not presently affected, nor to the contrarybest knowledge of the Company threatened, by any condemnation or eminent domain proceeding or any proceeding by a mortgagee.

Real Property Leases. CLAUSE 2.13 Section 3.15 of the Parent Disclosure Schedule lists -------------------- and describes briefly all real property leased or subleased to or by the Company Parent or any of its Subsidiaries and lists the term of such lease, any extension and expansion options, and the rent payable thereunder. The Company Parent has delivered or made available to the Buyer true, correct Company complete and complete accurate copies of the leases and subleases (as amended to date) listed in CLAUSE 2.13 Section 3.15 of the Parent Disclosure Schedule. The Company is not party to, or otherwise obliged with respect to, any lease or sublease for facilities, which are not occupied by the Company. With respect to each lease and sublease listed in CLAUSE 2.13 Section 3.15 of the Parent Disclosure Schedule: (a) the lease or sublease is legal, valid, binding, enforceable and in full force and effect; (b) there is no reason which would impair the lease or sublease to will continue to be legal, valid, binding, enforceable and in full force and effect immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing; (c) neither the Company Parent nor any of its Subsidiaries nor, to the knowledge of the Parent, any other party, is not in breach or defaultviolation of, or default under, any such lease or sublease, and no event has occurred occurred, is pending or, to the knowledge of the Parent, is threatened, which, after the giving of notice, with notice or lapse of timetime or otherwise, would constitute a breach or default by the Parent or permit terminationany of its Subsidiaries or, modification, or acceleration thereunder; (d) there are no disputes, oral agreements or forbearance programs in effect as to the knowledge of the Parent, any other party under such lease or sublease; (ed) neither the Company Parent nor any of its Subsidiaries has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the leasehold or subleasehold; (f) all facilities leased or subleased thereunder are supplied with utilities and other services necessary for the operation of said facilities in the manner in which such facilities are currently operated and as presently contemplated by the Company; and (ge) to the owner knowledge of the facility leased or subleasedParent, has stated that, it has good and clear record and marketable title to the parcel of real property, free and clear of any Security Interestthere is no security interest, easement, covenant or other restrictionrestriction applicable to the real property subject to such lease, that would interfere in except for recorded easements, covenants and other restrictions which do not materially impair the current uses or the occupancy by the Parent or any material respect with of its Subsidiaries of the Company's operations thereon, and there have been no actions to believe the contraryproperty subject thereto.

Real Property Leases. CLAUSE 2.13 Section 2.12 of the Disclosure Schedule lists -------------------- and describes briefly lists, as of the date of this Agreement, all real property leased or subleased to or by the Company and lists the term of such lease, any extension and expansion options, and the rent payable thereunder. The Company has delivered to the Buyer true, correct complete and complete accurate copies of the leases and subleases (as amended to date) listed in CLAUSE 2.13 Section 2.12 of the Disclosure Schedule. The Company is not party to, or otherwise obliged with respect to, any lease or sublease for facilities, which are not occupied by the Company. With respect to each lease and sublease listed in CLAUSE 2.13 Section 2.12 of the Disclosure Schedule, except as set forth in Section 2.12 of the Disclosure Schedule: (a) the lease or sublease is legal, valid, binding, enforceable and in full force and effecteffect and is enforceable by the Company in accordance with its terms, subject to laws of general application relating to bankruptcy, insolvency, the relief of debtors and rules of law governing injunctive relief and other equitable remedies; (b) there is no reason which would impair subject to the giving of notices and receipt of consents set forth on Section 2.4 of the Disclosure Schedule, the lease or sublease to will continue to be legal, valid, binding, enforceable and in full force and effect immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing, unless the lease or sublease would, by its express terms, expire prior to the Closing; (c) the Company is not not, nor to the knowledge of the Company, is any other party, in breach or defaultviolation of, or default under, any such lease or sublease, and no event has occurred occurred, is pending or, to the knowledge of the Company, is threatened, which, after the giving of notice, with notice or lapse of time, or otherwise, would constitute a breach or default by the Company or, to the knowledge of the Company, any other party under such lease or permit termination, modification, or acceleration thereunder;sublease; and (d) there are no disputes, oral agreements or forbearance programs in effect as to the lease or sublease; (e) the Company has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the leasehold or subleasehold; (f) all facilities leased or subleased thereunder are supplied with utilities and other services necessary for the operation of said facilities in the manner in which such facilities are currently operated and as presently contemplated by the Company; and (g) the owner of the facility leased or subleased, has stated that, it has good and clear record and marketable title to the parcel of real property, free and clear of any Security Interest, easement, covenant or other restriction, that would interfere in any material respect with the Company's operations thereon, and there have been no actions to believe the contrary.

Real Property Leases. CLAUSE 2.13 Section 3.15 of the Parent Disclosure Schedule lists -------------------- and describes briefly all real property leased or subleased to or by the Company Parent or any of its Subsidiaries and lists the term of such lease, any extension and expansion options, and the rent payable thereunder. The Company Parent has delivered or made available to the Buyer true, correct Company complete and complete accurate copies of the leases and subleases (as amended to date) listed in CLAUSE 2.13 Section 3.15 of the Parent Disclosure Schedule. The Company is not party to, or otherwise obliged with respect to, any lease or sublease for facilities, which are not occupied by the Company. With respect to each lease and sublease listed in CLAUSE 2.13 Section 3.15 of the Parent Disclosure Schedule: (a) the lease or sublease is legal, valid, binding, enforceable and in full force and effect; (b) there is no reason which would impair the lease or sublease to will continue to be legal, valid, binding, enforceable and in full force and effect immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing; (c) neither the Company Parent nor any of its Subsidiaries nor, to the knowledge of the Parent, any other party, is not in breach or defaultviolation of, or default under, any such lease or sublease, and no event has occurred occurred, is pending or, to the knowledge of the Parent, is threatened, which, after the giving of notice, with notice or lapse of time, or otherwise, would constitute a breach or default by the Parent or permit terminationany of its Subsidiaries or, modification, or acceleration thereunder; (d) there are no disputes, oral agreements or forbearance programs in effect as to the knowledge of the Parent, any other party under such lease or sublease; (ed) neither the Company Parent nor any of its Subsidiaries has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the leasehold or subleasehold; (f) all facilities leased or subleased thereunder are supplied with utilities and other services necessary for the operation of said facilities in the manner in which such facilities are currently operated and as presently contemplated by the Company; and (ge) to the owner knowledge of the facility leased or subleasedParent, has stated that, it has good and clear record and marketable title to the parcel of real property, free and clear of any there is no Security Interest, easement, covenant or other restrictionrestriction applicable to the real property subject to such lease, that would interfere in except for recorded easements, covenants and other restrictions which do not materially impair the current uses or the occupancy by the Parent or any material respect with of its Subsidiaries of the Company's operations thereon, and there have been no actions to believe the contraryproperty subject thereto.

Real Property Leases. CLAUSE 2.13 Section 2.12 of the Disclosure Schedule lists -------------------- and describes briefly all real property leased or subleased to Leases as of the Company and lists the term of such lease, any extension and expansion options, and the rent payable thereunderdate hereof. The Company Parent has delivered made available to the Buyer true, correct complete and complete accurate copies of the leases and subleases (as amended to date) listed in CLAUSE 2.13 of the Disclosure Schedule. The Company is not party to, or otherwise obliged with respect to, any lease or sublease for facilities, which are not occupied by the CompanyLeases. With respect to each lease and sublease listed in CLAUSE 2.13 of the Disclosure ScheduleLease: (a) the lease or sublease such Lease is in full force and effect and is legal, valid, binding, enforceable against the applicable Business Subsidiary or Operating Subsidiary, and, to the knowledge of the Sellers, against each other party thereto, except to the extent that such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and in full force and effectto general equitable principles; (b) there is no reason which would impair the lease or sublease to such Lease will continue to be legal, valid, binding, enforceable and in full force and effect immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the ClosingClosing except for any such Lease that is terminated prior to the Closing in accordance with its terms; (c) neither the Company applicable Business Subsidiary or Operating Subsidiary, nor, to the knowledge of the Sellers, any other party, is not in breach or defaultviolation of, or default under, any such Lease, and no event has occurred occurred, is pending or, to the knowledge of the Sellers, is threatened, which, after the giving of notice, with notice or lapse of time, or otherwise, would constitute a breach or default by any Business Subsidiary, Operating Subsidiary or, to the knowledge of the Sellers, any other party under such Lease, other than any such breaches, violations or permit termination, modification, or acceleration thereunderdefaults which would not reasonably be expected to have a Business Material Adverse Effect; (d) to the knowledge of the Sellers, there are no disputes, oral agreements or forbearance programs in effect as to the lease or subleasesuch Lease; (e) the Company no Business Subsidiary or Operating Subsidiary has not assigned, transferred, conveyed, mortgaged, deeded in trust or or, other than Permitted Security Interests, encumbered any interest in the leasehold or subleasehold;; and (f) to the knowledge of the Sellers, all facilities leased or subleased thereunder are supplied with utilities and other services necessary adequate for the operation of said facilities in the manner in which Business as currently conducted at such facilities are currently operated and as presently contemplated by the Company; and (g) the owner of the facility leased or subleased, has stated that, it has good and clear record and marketable title to the parcel of real property, free and clear of any Security Interest, easement, covenant or other restriction, that would interfere in any material respect with the Company's operations thereon, and there have been no actions to believe the contraryfacilities.

Real Property Leases. CLAUSE 2.13 Section 2.12 of the Disclosure Schedule lists -------------------- and describes briefly all real property leased or subleased to the Company Leases and lists the term of such leaseLease, any extension and expansion options, and the rent payable thereunder. The Company has delivered to the Buyer true, correct Parent complete and complete accurate copies of the leases and subleases (as amended to date) listed in CLAUSE 2.13 of the Disclosure Schedule. The Company is not party to, or otherwise obliged with respect to, any lease or sublease for facilities, which are not occupied by the CompanyLeases. With respect to each lease and sublease listed in CLAUSE 2.13 of the Disclosure ScheduleLease: (a) the lease or sublease such Lease is legal, valid, binding, enforceable and in full force and effect; (b) there is no reason which would impair except as disclosed on Section 2.12 of the lease or sublease to Disclosure Schedule, such Lease will continue to be legal, valid, binding, enforceable and in full force and effect immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing; (c) the Company is not in breach or defaultviolation of, or default under, any material provision of such Lease, and no event has occurred occurred, is pending or, to the Knowledge of the Company, is threatened, which, after the giving of notice, with notice or lapse of time, or otherwise, would constitute a breach or default or permit terminationof a material provision by the Company or, modificationto the Knowledge of the Company, or acceleration thereunderany other party under such Lease and to the Knowledge of the Company, each parcel of Leased Real Property is in compliance in all material respects with all applicable Laws and Governmental Orders. Except as set forth in Section 2.12(c) of the Disclosure Schedule, the Lease for each parcel of Leased Real Property is in full force and effect, there are no defaults under such leases by the Company, or, to the Knowledge of the Company, any other party to such leases; (d) there are no disputes, oral agreements or forbearance programs in effect as to the lease or subleasesuch Lease; (e) the Company has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the leasehold or subleasehold; (f) based on the Company’s experience during the past full fiscal year and up to the Closing Date, all facilities leased or subleased thereunder are supplied with utilities and other services necessary adequate for the operation of said facilities in the manner in which such facilities are currently operated and as presently contemplated by the Company; andfacilities; (g) the owner of the facility leased or subleased, has stated that, it has good and clear record and marketable title to the parcel of real property, free and clear of Company’s Knowledge there is not any Security Interest, easement, covenant or other restrictionrestriction applicable to the real property subject to such lease which materially impairs the current uses or the occupancy by the Company of the property subject thereto; and (h) other than the rental payment amounts set forth in Section 2.12 of the Disclosure Schedule, that would interfere in no other amounts are owed or reasonably likely to be owed by the Company with respect to any material respect with the Company's operations thereon, and there have been no actions to believe the contraryparcel of Leased Real Property.

Real Property Leases. CLAUSE 2.13 (a) The Company does not hold any interest in real property (including, but not limited to, any interest as a fee owner or any interest as lessor, lessee, sublessor, sublessee, assignor, assignee or guarantor or other surety) except for the leasehold interests described on Schedule 2.27 attached, ------------- and such Schedule specifies in the case of each lease the name of the Disclosure Schedule lists -------------------- lessor, sublessor, lessee or sublessee thereunder, the lease term and describes briefly the basic annual rental and other items paid or payable with respect thereto. (b) The Company has valid, binding and enforceable leases and subleases with respect to all real property listed on Schedule 2.27 attached, as ------------- leased or subleased by it free and clear of all liens, claims and encumbrances of any kind, except that the enforceability of the leases and subleases may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors' rights generally and (ii) equitable principles which may limit the availability of certain equitable remedies (such as specific performance). Except as disclosed on Schedule 2.27 attached, to the knowledge of ------------- the Company and lists the term Shareholders, there is no development affecting any such properties pending or that might curtail in any material respect the present or future use of such property for the purpose for which it is used. Except as disclosed on Schedule 2.27 attached, neither the Company nor, to the knowledge ------------- of the Company and the Shareholders, any other party to any such lease has breached any material provision of, or is in default in any material respect under, the terms of such lease, nor does there exist any extension and expansion optionsevent which with notice or the lapse of time or both would constitute a material breach or cause a default in any material respect under the terms of any such lease. Except as disclosed on Schedule 2.27 attached, the transactions contemplated by this ------------- Agreement do not require the consent of any lessor under, and will not result in the rent payable thereunder. termination of, any such lease. (c) The copies of the leases heretofore provided by the Company has delivered to the Buyer Purchaser are true, correct and complete copies of such leases. Said leases have not been modified or amended since the leases and subleases (as amended to date) listed in CLAUSE 2.13 commencement of the Disclosure Schedule. The Company is not party toterms specified in the respective leases, or otherwise obliged with respect toexcept as disclosed in the copies made available to Purchaser, any lease or sublease for facilities, which are not occupied by the Company. With respect to and each lease and sublease listed in CLAUSE 2.13 of the Disclosure Schedule: (a) the lease or sublease is legal, continues to be valid, binding, binding and enforceable and in full force and effect; (b) there is no reason which would impair the lease or sublease to continue to be legal, valid, binding, enforceable and in full force and effect immediately following the Closing in accordance with its terms, except that the terms thereof as in effect prior to the Closing; (c) the Company is not in breach or default, and no event has occurred which, with notice or lapse of time, would constitute a breach or default or permit termination, modification, or acceleration thereunder; (d) there are no disputes, oral agreements or forbearance programs in effect as to the lease or sublease; (e) the Company has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the leasehold or subleasehold; (f) all facilities leased or subleased thereunder are supplied with utilities and other services necessary for the operation of said facilities in the manner in which such facilities are currently operated and as presently contemplated by the Company; and (g) the owner enforceability of the facility leased or subleasedleases may be limited by (iii) applicable bankruptcy, has stated thatinsolvency, it has good reorganization, moratorium and clear record similar laws affecting creditors' rights generally and marketable title to (iv) equitable principles which may limit the parcel availability of real property, free and clear of any Security Interest, easement, covenant or other restriction, that would interfere in any material respect with the Company's operations thereon, and there have been no actions to believe the contrarycertain equitable remedies (such as specific performance).

Real Property Leases. CLAUSE 2.13 of the Disclosure Schedule lists -------------------- and describes briefly all real property leased or subleased to the Company and lists the term of such lease, any extension and expansion options, and the rent payable thereunder. The Company has delivered to the Buyer true, correct and complete copies of the leases and subleases (as amended to date) listed in CLAUSE 2.13 of the Disclosure Schedule. The Company is not party to, or otherwise obliged with respect to, any lease or sublease for facilities, which are not occupied by the Company. With respect to each lease and sublease listed in CLAUSE 2.13 of the Disclosure Schedule: (a) The Company does not own any real property. To the lease extent not disclosed in the Company SEC Documents, Schedule 2.25(a) sets forth a list of all material leases, licenses or sublease similar agreements to which Company or any of its subsidiaries is legala party, validthat are for the use or occupancy of real estate owned by a third party (“Leases”) (copies of which have previously been furnished to Parent), bindingin each case, enforceable setting forth: (i) the lessor and in full force lessee thereof and effect; the commencement date and term of each of the Leases, and (bii) there is no reason which would impair the lease street address or sublease to continue to be legal, valid, binding, enforceable and legal description of each property covered thereby (the “Leased Premises”). The Leases are in full force and effect immediately following the Closing in accordance with the terms thereof as in effect prior all material respects, and to the Closing; (c) knowledge of Company, have not been amended except as disclosed in the Company SEC Documents, and Company is not and, to the knowledge of Company, no other party thereto, is in default or breach or default, under any such Lease and no event has occurred whichby Company that, with the passage of time or the giving of notice or lapse of timeboth, would constitute cause a breach of or default of Company under any of such Leases, except to the extent such default would not have a Company Material Adverse Effect. Except as disclosed in the Company SEC Documents, either Company or permit terminationits subsidiaries have valid leasehold interests in each of the Leased Premises, modificationwhich leasehold interest is free and clear of any liens, covenants and easements or acceleration thereunder;title defects of any nature whatsoever. (db) With respect to the Leased Premises, (i) there are no disputespending or, oral agreements or forbearance programs in effect as to the lease knowledge of Company, threatened condemnation proceedings, suits or sublease;administrative actions relating to any such parcel or other matters affecting adversely the current use, occupancy or value thereof, (eii) to the Company has not assignedknowledge of Company, transferredall improvements, conveyed, mortgaged, deeded buildings and systems on any such parcel are in trust or encumbered any interest in the leasehold or subleasehold;good repair and safe for their current occupancy and use, (fiii) to the knowledge of Company, there are no contracts or agreements (whether oral or written) granting to any party or parties the right of use or occupancy of any such parcel, and there are no parties (other than Company) in possession of any such parcel, (iv) to the knowledge of Company, there are no outstanding options or rights of first refusal or similar rights to purchase any such parcel or any portion thereof or interest therein, (v) all facilities leased or subleased thereunder buildings and improvements located on each such parcel are supplied with utilities and other services necessary for their ownership, operation or use, currently or as currently proposed by Company, and to the operation knowledge of said facilities Company, all of these services are adequate in the manner in which such facilities are currently operated accordance with all applicable laws, ordinances, rules and as presently contemplated by the Company; regulations, and (gvi) the owner of the facility leased or subleasedeach such parcel abuts on and has adequate direct vehicular access to a public road and there is no pending or, has stated that, it has good and clear record and marketable title to the parcel knowledge of real propertyCompany, free and clear threatened termination of any Security Interest, easement, covenant or other restriction, that would interfere in any material respect with the Company's operations thereon, and there have been no actions to believe the contrarysuch access.

Real Property Leases. CLAUSE 2.13 Section 3.11(b) of the Company Disclosure Schedule lists -------------------- contains a true and describes briefly complete list of all leases, subleases, sub-subleases, licenses and other agreements under which the Company or any of its Subsidiaries, leases, subleases, licenses uses or occupies (whether as landlord, tenant, subtenant other occupancy arrangement) or has the right to use or occupy, now or in the future, any real property leased or subleased (collectively, the "Real Property Leases," and the property subject to the Company and lists Real Property Leases together with the term of such leaseOwned Real Property, any extension and expansion options, and the rent payable thereunder"Real Property"). The Company has delivered previously furnished or otherwise made available to the Buyer Purchaser true, correct and complete copies of all Real Property Leases. Each Real Property Lease constitutes the leases valid and subleases (as amended to date) listed in CLAUSE 2.13 legally binding obligation of the Disclosure ScheduleCompany or its Subsidiaries, enforceable against the Company or its Subsidiaries, as applicable, in accordance with its terms. The Except as would not reasonably be expected to have, individually or in the aggregate, a Company is not party toMaterial Adverse Effect, or otherwise obliged with respect to, any lease or sublease for facilities, which are not occupied by the Company. With respect to each lease and sublease listed in CLAUSE 2.13 of the Disclosure Schedule: Real Property Lease (a) the lease or sublease is legal, valid, binding, enforceable and in full force and effect; (bi) there is no reason which would impair the lease default or sublease to continue to be legal, valid, binding, enforceable and in full force and effect immediately following the Closing in accordance with the terms thereof as in effect prior to the Closing; (c) the Company is not in breach or default, and no event has occurred which, with notice or lapse of timetime or both, would constitute a breach default on the part of Company or default or permit terminationits Subsidiaries, modificationor, or acceleration thereunder; (d) there are no disputes, oral agreements or forbearance programs in effect as to the lease or sublease; (e) knowledge of the Company any other party thereto and (ii) except as set forth in Section 3.11(b) of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries, as applicable, has not assigned, transferred, conveyed, mortgaged, deeded in trust sublet or encumbered any transferred its leasehold interest. Each of the Company and its Subsidiaries has a good and valid leasehold interest in the leasehold or subleasehold; (f) all facilities leased or subleased thereunder are supplied with utilities and other services necessary for the operation of said facilities in the manner in which such facilities are currently operated and as presently contemplated by the Company; and (g) the owner of the facility leased or subleased, has stated that, it has good and clear record and marketable title to the parcel of real property, each Real Property Lease free and clear of any Security Interestall Liens, easementexcept (i) as set forth in Section 3.11(b) of the Company Disclosure Schedule, covenant (ii) liens for Taxes and general and special assessments not in default and payable without penalty or interest or which are being contested in good faith by appropriate proceedings and (iii) other restriction, that would liens which do not materially interfere in any material respect with the Company's operations thereon, or any of its Subsidiaries' use and there have been no actions to believe the contraryenjoyment of such Real Property Lease.

Real Property Leases. CLAUSE 2.13 Section 2(j) of the Disclosure Schedule lists -------------------- and describes briefly all real property leased or subleased to the Company and lists the term of such lease, any extension and expansion options, and the rent payable thereunderSellers. The Company has Sellers have delivered to the Buyer true, Buyers correct and complete copies of the leases and subleases listed in Section 2(j) of the Disclosure Schedule (as amended to date) listed in CLAUSE 2.13 of the Disclosure Schedule. The Company is not party to, or otherwise obliged with respect to, any lease or sublease for facilities, which are not occupied by the Company). With respect to each lease and sublease listed in CLAUSE 2.13 Section 2(j) of the Disclosure Schedule: (ai) the lease or sublease is and, following the Closing will continue to be, legal, valid, binding, enforceable enforceable, and in full force and effect; (bii) there is to the Seller's Knowledge, no reason which would impair party to the lease or sublease to continue to be legal, valid, binding, enforceable and in full force and effect immediately following the Closing in accordance with the terms thereof as in effect prior to the Closing; (c) the Company is not in breach or defaultdefault (or has repudiated any provision thereof), and no event has occurred which, with notice or lapse of time, would constitute a material breach or default or permit termination, modification, or acceleration thereunder; (diii) there are no disputes, oral agreements agreements, or forbearance programs in effect as to the lease or sublease; (eiv) with respect to each sublease, the representations and warranties set forth in subsections (i) through (iii) above are true and correct with respect to the underlying lease; (v) the Company has Sellers have not assigned, transferred, conveyed, mortgaged, deeded in trust trust, or encumbered any interest in the leasehold or subleasehold; (fvi) to the Seller's Knowledge, all facilities leased or subleased thereunder have received all approvals of governmental authorities (including licenses, permits and zoning approvals) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations; (vii) all facilities leased or subleased thereunder are supplied with utilities and other services necessary for the operation of said facilities in the manner in which such facilities are currently operated and as presently contemplated by the Companyfacilities; and (gviii) to the Seller's Knowledge the owner of the facility leased or subleased, has stated that, it subleased has good and clear record and marketable title to the parcel of real property, free and clear of any Security Interest, easement, covenant covenant, or other restriction, that would interfere in any material respect with the Company's operations thereonexcept for recorded easements, covenants, and there have been no actions to believe other restrictions that do not impair the contrarycurrent use, occupancy, or value, or the marketability of title, of the property subject thereto.

Real Property Leases. CLAUSE 2.13 Section 3.15 of the Parent Disclosure Schedule lists -------------------- and describes briefly all real property leased or subleased to or by the Company Parent or any of its Subsidiaries and lists the term of such lease, any extension and expansion options, and the rent payable thereunder. The Company Parent has delivered or made available to the Buyer true, correct Company complete and complete accurate copies of the leases and subleases (as amended to date) listed in CLAUSE 2.13 Section 3.15 of the Parent Disclosure Schedule. The Company is not party to, or otherwise obliged with respect to, any lease or sublease for facilities, which are not occupied by the Company. With respect to each lease and sublease listed in CLAUSE 2.13 Section 3.15 of the Parent Disclosure Schedule: (a) the lease or sublease is legal, valid, binding, enforceable and in full force and effect; (b) there is no reason which would impair the lease or sublease to continue will not, as a result of the execution and delivery by the Parent of this Agreement or the consummation by the Parent of the transactions contemplated hereby, cease to be legal, valid, binding, enforceable and in full force and effect immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing, and the Closing will not, after the giving of notice, with lapse of time, or otherwise, result in a breach or default by the Parent or any of its Subsidiaries or, to the knowledge of the Parent, any other party under such lease or sublease; (c) neither the Company Parent nor any of its Subsidiaries nor, to the knowledge of the Parent, any other party, is not in breach or defaultviolation of, or default under, any such lease or sublease, and no event has occurred occurred, is pending or, to the knowledge of the Parent, is threatened, which, after the giving of notice, with notice or lapse of timetime or otherwise, would constitute a breach or default by the Parent or permit terminationany of its Subsidiaries or, modification, or acceleration thereunder; (d) there are no disputes, oral agreements or forbearance programs in effect as to the knowledge of the Parent, any other party under such lease or sublease; (ed) neither the Company Parent nor any of its Subsidiaries has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the leasehold or subleasehold; (f) all facilities leased or subleased thereunder are supplied with utilities and other services necessary for the operation of said facilities in the manner in which such facilities are currently operated and as presently contemplated by the Company; and (ge) to the owner knowledge of the facility leased or subleasedParent, has stated that, it has good and clear record and marketable title to the parcel of real property, free and clear of any there is no Security Interest, easement, covenant or other restrictionrestriction applicable to the real property subject to such lease, that would interfere in except for recorded easements, covenants and other restrictions which do not materially impair the current uses or the occupancy by the Parent or any material respect with of its Subsidiaries of the Company's operations thereon, and there have been no actions to believe the contraryproperty subject thereto.

Real Property Leases. CLAUSE 2.13 Section 3.12 of the Disclosure Schedule lists -------------------- and describes briefly all real property leased or subleased to the Company Leases and lists the term of such leaseLease, any extension and expansion options, and the rent payable payable, security deposit, maintenance and like charges thereunder, and any advance rent thereunder. The Company has delivered made available to the Buyer true, correct complete and complete accurate copies of the leases and subleases (as amended to date) listed in CLAUSE 2.13 of the Disclosure Schedule. The Company is not party to, or otherwise obliged with respect to, any lease or sublease for facilities, which are not occupied by the CompanyLeases. With respect to each lease and sublease listed in CLAUSE 2.13 of the Disclosure ScheduleLease: (a) the lease or sublease such Lease is legal, valid, binding, enforceable (subject to Applicable Bankruptcy Laws) and in full force and effecteffect against the Company or the Subsidiary that is the party thereto, as applicable, and, to the Warrantors’ Knowledge, against each other party thereto; (b) there is no reason which would impair the lease or sublease rent payable under such Lease has been paid up to date in accordance with terms of such Lease; (c) such Lease will continue to be legal, valid, binding, enforceable (subject to Applicable Bankruptcy Laws) and in full force and effect against the Company or the Subsidiary that is the party thereto, as applicable, and, to the Warrantors’ Knowledge, against each other party thereto immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing; (cd) none of the Company Company, any Subsidiary or, to the Knowledge of the Warrantors, any other party, is not in breach or defaultviolation of, or default under, any such Lease, and no event has occurred occurred, is pending or, to the Knowledge of the Warrantors, is threatened, which, after the giving of notice, with notice or lapse of time, or otherwise, would constitute a breach or default by the Company or permit terminationany Subsidiary or, modificationto the Knowledge of the Warrantors, or acceleration thereunderany other party under such Lease; (de) there are no disputes, oral agreements or forbearance programs in effect as to the lease or subleasesuch Lease; (ef) neither the Company nor any Subsidiary has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the leasehold or subleasehold; (fg) all facilities leased or subleased thereunder are supplied with utilities and other services necessary adequate for the operation of said facilities in the manner in which such facilities are currently operated and as presently contemplated by the Company; andfacilities; (gh) the owner of the facility leased or subleased, has stated that, it has good and clear record and marketable title to the parcel of real property, free and clear Warrantors have no Knowledge of any Security Interest, easement, covenant or other restrictionrestriction applicable to the real property subject to such Lease which would reasonably be expected to impair the current uses or the occupancy by the Company or any Subsidiary of the property subject thereto; (i) neither the Company nor any Subsidiary is obligated to pay any leasing or brokerage commission relating to such Lease and will not have any obligation to pay any leasing or brokerage commission upon the renewal of such Lease; (j) no material construction, that would interfere alteration or other leasehold improvement work with respect to the Lease remains to be paid for or performed by the Company or any Subsidiary; and (k) neither the Company nor any Subsidiary has made any renovation or alteration of any property subject to such Lease other than on the basis of and in any material respect accordance with the Company's operations thereon, and there have been no actions to believe prior consent of the contraryrelevant landlord.

Real Property Leases. CLAUSE 2.13 Section 2.12 of the Disclosure Schedule lists -------------------- and describes briefly all real property leased or subleased to the Company and lists the term of such lease, or any extension and expansion options, and the rent payable thereunderSubsidiary. The Company has delivered to the Buyer true, or its advisors correct and complete copies of the leases and subleases (as amended to date) listed in CLAUSE 2.13 Section 2.12 of the Disclosure Schedule. The Company is not party to, or otherwise obliged with respect to, any lease or sublease for facilities, which are not occupied by the Company. With respect to each lease and sublease listed in CLAUSE 2.13 Section 2.12 of the Disclosure Schedule: (a) the lease or sublease is legal, valid, binding, enforceable and in full force and effect, subject to the effect of bankruptcy, insolvency, moratorium or other similar laws affecting the enforcement of creditors' rights generally and except as the availability of equitable remedies may be limited by general principles of equity; (b) there is no reason which would impair the lease or sublease to will continue to be legal, valid, binding, enforceable and in full force and effect immediately following the Closing in accordance with the terms thereof as in effect prior to the Closing, subject to the effect of bankruptcy, insolvency, moratorium or other similar laws affecting the enforcement of creditors' rights generally and except as the availability of equitable remedies may be limited by general principles of equity; (c) neither the Company or any Subsidiary nor, to the Sellers' Knowledge, any other party to the lease or sublease is not in breach or default, and no event has occurred which, with notice or lapse of time, would constitute a breach or default by the Company or any Subsidiary or, to the Sellers' Knowledge, by any such other party, or permit termination, modification, modification or acceleration thereunder; (d) there are no disputes, oral agreements or forbearance programs in effect as to the lease or sublease; (e) neither the Company nor any Subsidiary has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the leasehold or subleasehold; (f) all facilities leased or subleased thereunder are supplied with utilities and other services necessary for the operation of said facilities in the manner in which such facilities are currently operated and as presently contemplated by the Companyfacilities; and (g) the owner of the facility leased no construction, alteration or subleased, has stated that, it has good and clear record and marketable title other leasehold improvement work with respect to the parcel of real property, free and clear of lease or sublease remains to be paid for or performed by the Company or any Security Interest, easement, covenant or other restriction, that would interfere in any material respect with the Company's operations thereon, and there have been no actions to believe the contrarySubsidiary.

Real Property Leases. CLAUSE 2.13 The Sellers' Disclosure Letter sets forth a true, correct and complete list of (a) each facility, location or parcel which is leased or subleased, or which has been agreed to be leased or subleased, as lessee or sublessee by APC or any of its Subsidiaries (all of the Disclosure Schedule lists -------------------- leases, subleases or other Contractual Obligations pursuant to which such facilities, locations or parcels are held or are to be held being referred to herein collectively as the "Leases"), and describes briefly all real property leased or subleased to the Company and lists the term of such (b) each lease, sublease or other Contractual Obligation (collectively, the "Leases-Out") under which APC or any extension and expansion optionsof its Subsidiaries is a lessor or sublessor of any facility, and the rent payable thereunderlocation or parcel. The Company has delivered to the Buyer trueTrue, correct and complete copies of the leases Leases and subleases (the Leases-Out, and all material amendments, modifications and supplemental agreements thereto, have been previously made available to the Buyer. Except as amended set forth on the Sellers' Disclosure Letter, to date) listed in CLAUSE 2.13 of the Disclosure Schedule. The Company is not party to, or otherwise obliged with respect to, any lease or sublease for facilities, which are not occupied by the Company. With respect to each lease and sublease listed in CLAUSE 2.13 of the Disclosure ScheduleSellers' Knowledge: (a) each Lease and each Lease-Out is an Enforceable agreement of APC or the lease Subsidiary of APC which is party thereto, and each Lease or sublease Lease-Out is legal, valid, binding, enforceable and in full force and effectan Enforceable agreement of the other parties thereto; (b) there APC or the Subsidiary of APC which is no reason which would impair the lease or sublease to continue to be legal, valid, binding, enforceable and in full force and effect immediately following the Closing in accordance with the terms thereof as in effect prior a party thereto has fulfilled all material obligations required pursuant to the ClosingLeases and the Leases-Out to have been performed by APC or the Subsidiary of APC party thereto on its part; (c) the Company neither APC nor any Subsidiary of APC is not in material breach of or defaultdefault under any Lease or Lease-Out, and no event has occurred which, which with the passage of time or giving of notice or lapse both would constitute such a breach or default, result in a loss of timerights or result in the creation of any Lien thereunder or pursuant thereto; (i) there is no existing material breach or default by any other party to any Lease or Lease-Out, and (ii) no event has occurred which with the passage of time or giving of notice or both would constitute a breach material default by such other party, result in a loss of rights or default result in the creation of any Lien thereunder or permit termination, modification, or acceleration thereunder; (d) there are no disputes, oral agreements or forbearance programs in effect as to the lease or subleasepursuant thereto; (e) neither APC nor any Subsidiary of APC is obligated to pay any material leasing or lease brokerage commission as a result of the Company has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the leasehold or subleasehold;transactions contemplated hereby; and (f) all facilities leased there is no pending or subleased thereunder are supplied with utilities and other services necessary for the operation of said facilities in the manner in which such facilities are currently operated and as presently contemplated by the Company; and (g) the owner threatened eminent domain taking affecting any of the facility leased properties which are the subject of the Leases or subleased, has stated that, it has good and clear record and marketable title to the parcel of real property, free and clear of any Security Interest, easement, covenant or other restriction, that would interfere in any material respect with the Company's operations thereon, and there have been no actions to believe the contraryLeases-Out.

Real Property Leases. CLAUSE 2.13 Section 2(j) of the Disclosure Schedule lists -------------------- and describes briefly all real property leased or subleased to the Company and lists Seller. Section 2(j) of the term of such lease, any extension and expansion options, and Disclosure Schedule also identifies the rent payable thereunderleased or subleased properties for which title insurance policies are to be procured in accordance with Section 4(i) below. The Company Seller has delivered to the Buyer true, correct and complete copies of the leases and subleases listed in Section 2(j) of the Disclosure Schedule (as amended to date) listed in CLAUSE 2.13 of the Disclosure Schedule). The Company is not party to, or otherwise obliged with respect to, any lease or sublease for facilities, which are not occupied by Buyer acknowledges receipt of copies of such leases and subleases from the CompanySeller. With respect to each lease and sublease listed in CLAUSE 2.13 Section 2(j) of the Disclosure Schedule: (ai) the lease or sublease is and, following the Closing will continue to be, legal, valid, binding, enforceable enforceable, and in full force and effect; (bii) there is no reason which would impair party to the lease or sublease to continue to be legal, valid, binding, enforceable and in full force and effect immediately following the Closing in accordance with the terms thereof as in effect prior to the Closing; (c) the Company is not in breach or defaultdefault (or has repudiated any provision thereof), and no event has occurred which, with notice or lapse of time, would constitute a breach or default or permit termination, modification, or acceleration thereunder; (diii) there are no disputes, oral agreements agreements, or forbearance programs in effect as to the lease or sublease; (eiv) with respect to each sublease, the representations and warranties set forth in subsections (i) through (iii) above are true and correct with respect to the underlying lease; (v) the Company Seller has not assigned, transferred, conveyed, mortgaged, deeded in trust trust, or encumbered any interest in the leasehold or subleaseholdsubleasehold except for the leasehold mortgage to Seller's secured bank lender (which will be released at or prior to the Closing); (fvi) to the Seller's Knowledge, all facilities leased or subleased thereunder have received all approvals of governmental authorities (including licenses, permits and zoning approvals) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations; (vii) all facilities leased or subleased thereunder are supplied with utilities and other services necessary for the operation of said facilities in the manner in which such facilities are currently operated and as presently contemplated by the Companyfacilities; and (gviii) Seller has no Knowledge that the owner of the facility leased or subleased, has stated that, it has subleased does not have good and clear record and marketable title to the parcel of real property, free and clear of any Security Interest, easement, covenant covenant, or other restriction, that would interfere in any material respect with the Company's operations thereonexcept for recorded easements, covenants, and there have been no actions to believe other restrictions impair the contrarycurrent use, occupancy, or value, or the marketability of title, of the property subject thereto.

Real Property Leases. CLAUSE 2.13 Section 2.12 of the Disclosure Schedule lists -------------------- and describes briefly all real property leased or subleased to the Company Leases and lists the term of such leaseLease, any extension and expansion options, and the rent payable thereunder. The Company has delivered to the Buyer true, correct complete and complete accurate copies of the leases and subleases (as amended to date) listed in CLAUSE 2.13 of the Disclosure Schedule. The Company is not party to, or otherwise obliged with respect to, any lease or sublease for facilities, which are not occupied by the CompanyLeases. With respect to each lease and sublease Lease listed in CLAUSE 2.13 Section 2.12 of the Disclosure Schedule: (a) the lease or sublease such Lease is legal, valid, binding, enforceable and in full force and effect; (b) there is no reason which would impair the lease or sublease to such Lease will continue to be legal, valid, binding, enforceable and in full force and effect immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing; (c) neither the Company nor, to the knowledge of the Company, any other party, is not in breach or defaultviolation of, or default under, any such Lease, and no event has occurred occurred, is pending or, to the knowledge of the Company, is threatened, which, after the giving of notice, with notice or lapse of time, or otherwise, would constitute a breach or default or permit terminationby the Company or, modificationto the knowledge of the Company, or acceleration thereunderany other party under such Lease; (d) there are no disputes, oral agreements or forbearance programs in effect as to the lease or subleasesuch Lease; (e) the Company has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the leasehold or subleasehold; (f) to the knowledge of the Company, all facilities leased or subleased thereunder are supplied with utilities and other services necessary adequate for the operation of said facilities in the manner in which such facilities are currently operated and as presently contemplated by the Companyfacilities; and (g) the owner of the facility leased or subleased, has stated that, it has good and clear record and marketable title to the parcel of real property, free and clear Company is not aware of any Security Interest, easement, covenant or other restriction, that restriction applicable to the real property subject to such lease which would interfere in any material respect with reasonably be expected to materially impair the Company's operations thereon, and there have been no actions to believe current uses or the contraryoccupancy by the Company of the property subject thereto.

Real Property Leases. CLAUSE 2.13 of the Disclosure Schedule 4.6 lists -------------------- and describes briefly all real property leased or subleased to the Company and lists or the term of such lease, Seller that relates in any extension and expansion options, and way to the rent payable thereunderBusiness (the "Leased Real Property"). The Company Seller has delivered to the Buyer true, Purchaser correct and complete copies of the leases and subleases listed in Schedule 4.6 (as amended to date) listed in CLAUSE 2.13 of the Disclosure Schedule. The Company is not party to, or otherwise obliged with respect to, any lease or sublease for facilities, which are not occupied by the Company). With respect to each lease and sublease listed in CLAUSE 2.13 of the Disclosure ScheduleSchedule 4.6: (a) the lease or sublease is legal, valid, binding, enforceable enforce- able, and in full force and effect; (b) there is no reason which would impair the lease or sublease to will continue to be legal, valid, binding, enforceable enforceable, and in full force and effect immediately on identical terms following the Closing in accordance with and all Required Consents for the terms thereof as in effect assignment of such lease or sublease have been obtained or will be obtained prior to the ClosingClosing Date; (c) no party to the Company lease or sublease is not in material breach or default, and no event has occurred which, with notice or lapse of time, would constitute a material breach or default or permit termination, modification, or acceleration thereunder; (d) no party to the lease or sublease has repudiated any provision thereof; (e) there are no disputes, oral agreements agreements, or forbearance programs in effect as to the lease or sublease; (f) with respect to each sublease, the representations and warranties set forth in subsections (a) through (e) above are true and correct with respect to the underlying lease; (g) neither the Company nor the Seller has not assigned, transferred, conveyed, mortgaged, deeded in trust trust, or encumbered any interest in the leasehold or subleasehold; (fh) all facilities leased or subleased thereunder have received all approvals of Authorities (including licenses and permits) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations; and (i) all facilities leased or subleased thereunder are supplied with utilities and other services necessary for the operation of said facilities in the manner in which such facilities are currently operated and as presently contemplated by the Company; and (g) the owner of the facility leased or subleased, has stated that, it has good and clear record and marketable title to the parcel of real property, free and clear of any Security Interest, easement, covenant or other restriction, that would interfere in any material respect with the Company's operations thereon, and there have been no actions to believe the contraryfacilities.

Real Property Leases. CLAUSE 2.13 Section of the Winning Edge Disclosure Schedule Letter lists -------------------- and describes briefly all real property leased or subleased to the Company and lists the term of such lease, any extension and expansion options, and the rent payable thereunderWinning Edge. The Company Winning Edge has delivered or made available to the Buyer true, ProGames correct and complete copies of the leases and subleases (as amended to date) listed in CLAUSE 2.13 Section of the Winning Edge Disclosure Schedule. The Company is not party to, or otherwise obliged with respect to, any lease or sublease for facilities, which are not occupied by the CompanyLetter. With respect to each lease and sublease listed in CLAUSE 2.13 Section of the Winning Edge Disclosure ScheduleLetter: (a) the lease or sublease is legal, valid, binding, enforceable and in full force and effect; (b) there effect with respect to Winning Edge and, to Winning Edge’s knowledge, is no reason which would impair the lease or sublease to continue to be legal, valid, binding, enforceable and in full force and effect immediately with respect to each other party thereto, and will continue to be so following the Closing in accordance with the terms thereof as in effect prior to the ClosingClosing (in each case except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws affecting the enforcement of creditor’s rights generally, and except that the availability of equitable remedies, including specific performance, is subject to the discretion of the court before which any proceeding therefor may be brought); (cb) the Company Winning Edge is not in breach or default under any such lease or sublease and, to Winning Edge’s knowledge, no other party to the lease or sublease is in breach or default, and and, no event has occurred which, with notice or lapse of time, would constitute a breach or default or permit termination, modification, or acceleration thereunder; (dc) there are no disputes, oral agreements or forbearance programs in effect as to the lease or sublease; (d) Winning Edge has not received any written notice of any dispute with regards to any lease or sublease; and (e) the Company Winning Edge has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the leasehold or subleasehold; (f) all facilities leased or subleased thereunder are supplied with utilities and other services necessary for the operation of said facilities in the manner in which such facilities are currently operated and as presently contemplated by the Company; and (g) the owner of the facility leased or subleased, has stated that, it has good and clear record and marketable title to the parcel of real property, free and clear of any Security Interest, easement, covenant or other restriction, that would interfere in any material respect with the Company's operations thereon, and there have been no actions to believe the contrary.

Real Property Leases. CLAUSE 2.13 (a) None of the Disclosure Schedule lists -------------------- and describes briefly all real property used or occupied by Seller (“Seller Real Property”) is owned by Seller. All of Seller Real Property is leased or subleased to the Company and lists the term of such lease, any extension and expansion options, and the rent payable thereunder. The Company has delivered to the Buyer true, correct and complete copies of the leases and subleases (as amended to date) listed in CLAUSE 2.13 of the Disclosure Schedule. The Company is not party to, or otherwise obliged with respect to, any lease or sublease for facilities, which are not occupied by the Company. With respect to each lease and sublease listed in CLAUSE 2.13 of the Disclosure Schedule: (a) the lease or sublease is legal, valid, binding, enforceable and in full force and effect;Seller. (b) there Section 2.7(b) of Seller Disclosure Schedule sets forth all leases, subleases and other agreements pursuant to which Seller derives its rights in Seller Real Property (the “Leases”), including, with respect to each such Lease, the identity of the landlord or sublandlord, the addresses, the date of such Lease and each amendment thereto. If any of the Leases is no reason which would impair a sublease, then, any applicable master/prime lease and its parties shall also be described, and similar details set forth, on Section 2.7(b) of Seller Disclosure Schedule, and, to Seller’s Knowledge, all of the lease or sublease representations in this Section 2.7 regarding the status of such Lease are also hereby made as to continue to be legal, valid, binding, enforceable and in full force and effect immediately following the Closing in accordance with the terms thereof as in effect prior to the Closing;such master/prime lease. (c) the Company is not The Leases are valid, binding and enforceable in breach accordance with their respective terms, subject to any applicable bankruptcy, insolvency, reorganization, moratorium or defaultother similar laws now or hereinafter in effect relating to creditors’ rights generally or to general principles of equity, and no to Seller’s Knowledge, there does not exist under any such Lease or under any agreement constituting a Permitted Lien on Seller Real Property any material default by Seller or, to Seller’s Knowledge, by any other Person, or any event has occurred whichthat, with or without notice or lapse of timetime or both, would constitute a breach material default by Seller or default by any other Person. Except as set forth on Section 2.7(b) of Seller Disclosure Schedule no consents, waivers or permit termination, modification, or acceleration thereunder; (d) there approvals relating to Seller Real Property are no disputes, oral agreements or forbearance programs required in effect as to the lease or sublease; (e) the Company has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the leasehold or subleasehold; (f) all facilities leased or subleased thereunder are supplied with utilities and other services necessary for the operation of said facilities in the manner in which such facilities are currently operated and as presently contemplated by the Company; and (g) the owner of the facility leased or subleased, has stated that, it has good and clear record and marketable title to the parcel of real property, free and clear of any Security Interest, easement, covenant or other restriction, that would interfere in any material respect connection with the Company's operations thereonTransactions, and there have been no actions to believe whether under the contraryLeases or under any Permitted Liens.

Real Property Leases. CLAUSE Section 2.13 of the Company Disclosure Schedule Letter lists -------------------- and describes briefly all real property leased or subleased to or by the Company and lists the term of such lease, any extension and expansion options, and the rent payable thereunder. The Company has delivered or made available to the Buyer true, correct Parent complete and complete accurate copies of the leases and subleases (as amended to date) listed in CLAUSE 2.13 of the Company Disclosure ScheduleLetter. The Except as would not be expected to have a Company is not party toMaterial Adverse Effect, or otherwise obliged with respect to, any lease or sublease for facilities, which are not occupied by the Company. With respect to each lease and sublease listed in CLAUSE 2.13 of the Company Disclosure ScheduleLetter: (a) the lease or sublease is legal, valid, binding, enforceable and in full force and effect, except as such enforceability may be limited by bankruptcy, insolvency or similar laws affecting creditors’ rights and remedies or by equitable principles; (b) there is no reason which would impair the lease or sublease to will continue to be legal, valid, binding, enforceable and in full force and effect effect, except as such enforceability may be limited by bankruptcy, insolvency or similar laws affecting creditors’ rights and remedies or by equitable principles, immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing; (c) neither the Company nor, to the knowledge of the Company, any other party, is not in breach or defaultviolation of, or default under, any such lease or sublease, and no event has occurred occurred, is pending or, to the knowledge of the Company, is threatened, which, after the giving of notice, with notice or lapse of time, or otherwise, would constitute a breach or default or permit terminationby the Company or, modification, or acceleration thereunder; (d) there are no disputes, oral agreements or forbearance programs in effect as to the knowledge of the Company, any other party under such lease or sublease; (ed) the Company has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the leasehold or subleasehold; (f) all facilities leased or subleased thereunder are supplied with utilities and other services necessary for the operation of said facilities in the manner in which such facilities are currently operated and as presently contemplated by the Company; and (ge) to the owner knowledge of the facility leased or subleasedCompany, has stated that, it has good and clear record and marketable title to the parcel of real property, free and clear of any Security Interestthere is no Lien, easement, covenant or other restrictionrestriction applicable to the real property subject to such lease, that would interfere in any material respect with except for recorded easements, covenants and other restrictions which do not materially impair the Company's operations thereon, and there have been no actions to believe current uses or the contraryoccupancy by the Company of the property subject thereto.

Real Property Leases. CLAUSE 2.13 Section 2.12 of the Disclosure Schedule lists -------------------- and describes briefly all real property leased or subleased to the Company Leases and lists the term of such leaseLease, any extension and expansion options, and the rent payable thereunder. The Company has made available in the electronic data room or delivered to the Buyer true, correct Parent complete and complete accurate copies of the leases and subleases (as amended to date) listed in CLAUSE 2.13 of the Disclosure Schedule. The Company is not party to, or otherwise obliged with respect to, any lease or sublease for facilities, which are not occupied by the CompanyLeases. With respect to each lease and sublease listed in CLAUSE 2.13 of the Disclosure Schedule: Lease: (a) the lease or sublease such Lease is legal, valid, binding, and enforceable and against the Company and, to the Knowledge of the Company, is in full force and effect; ; (b) there is no reason which would impair except as disclosed on Section 2.12 of the lease or sublease to Disclosure Schedule, such Lease will continue to be legal, valid, binding, and enforceable and against the Company and, to the Knowledge of the Company, in full force and effect immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing; ; (c) the Company is not in breach or defaultviolation of, or default under, any such Lease, and no event has occurred occurred, is pending or, to the Knowledge of the Company, is threatened, which, after the giving of notice, with notice or lapse of time, or otherwise, would constitute a breach or default or permit terminationby the Company or, modificationto the Knowledge of the Company, or acceleration thereunder; any other party under such Lease and to the Knowledge of the Company, each parcel of Leased Real Property is in compliance in all material respects with all applicable Laws and Governmental Orders; (d) there are no material disputes, oral agreements or forbearance programs in effect as to the lease or sublease; such Lease; (e) the Company has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the leasehold or subleasehold; ; (f) based on the Company’s experience up to the Closing Date, all facilities leased or subleased thereunder are supplied with utilities and other services necessary adequate for the operation of said facilities in the manner in which such facilities are currently operated and as presently contemplated by the Companyfacilities; and (g) the owner except as set forth in Section 2.12(g) of the facility leased or subleasedDisclosure Schedule, has stated that, it has good and clear record and marketable title to the parcel of real propertyCompany’s Knowledge, free and clear of there is not any Security Interest, easement, covenant or other restrictionrestriction applicable to the real property subject to such lease which would reasonably be expected to materially impair the current uses or the occupancy by the Company of the property subject thereto; and (h) other than the rental payment amounts set forth in Section 2.12 of the Disclosure Schedule and any other amounts payable by the Company pursuant to the terms of the applicable Lease, that would interfere in no other amounts are owed by the Company with respect to the rental of any material respect with the Company's operations thereon, and there have been no actions to believe the contraryparcel of Leased Real Property.

Real Property Leases. CLAUSE Section 2.13 of the Disclosure Schedule lists -------------------- and describes briefly all real property leased or subleased to the Company and lists the term of such lease, any extension and expansion options, and the rent payable thereunder. The Company has delivered to the Buyer true, correct and complete copies of the leases and subleases (as amended to date) listed in CLAUSE Section 2.13 of the Disclosure Schedule. The Company is not party to, or otherwise obliged with respect to, any lease or sublease for facilities, which are not occupied by the Company. With respect to each lease and sublease listed in CLAUSE Section 2.13 of the Disclosure Schedule: (a) the lease or sublease is legal, valid, binding, enforceable and in full force and effect; (b) there is no reason which would impair the lease or sublease to will continue to be legal, valid, binding, enforceable and in full force and effect effect, immediately following the Closing in accordance with the terms thereof as in effect prior to the Closing; (c) no party to the Company lease or sublease is not in breach or default, and no event has occurred which, with notice or lapse of time, would constitute a breach or default or permit termination, modification, or acceleration thereunder; (d) there are no disputes, oral agreements or forbearance programs in effect as to the lease or sublease; (e) the Company has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the leasehold or subleasehold; (f) all facilities leased or subleased thereunder are supplied with utilities and other services necessary for the operation of said facilities in the manner in which such facilities are currently operated and as presently contemplated by the Company; andfacilities; (g) to the knowledge of the Company, the owner of the facility leased or subleased, has stated that, it subleased has good and clear record and marketable title to the parcel of real property, free and clear of any Security Interest, easement, covenant or other restriction, that would interfere in any material respect with the Company's operations thereonexcept for recorded easements, covenants, and there have been no actions other restrictions which do not impair the intended uses, occupancy or value of the property subject thereto; and (h) the Company has obtained non-disturbance agreements from the holder of each superior Security Interest and ground lease in connection with each such lease or sublease (each of which is listed in Section 2.13 of the Disclosure Schedule); and the representations and warranties set forth in clauses (a) through (d) of this Section 2.13 with respect to believe the contraryleases and subleases are true and correct with respect to such nondisturbance agreements.

Real Property Leases. CLAUSE 2.13 (a) Neither the Company nor any of the Subsidiaries own any real property, nor has the Company or any of the Subsidiaries ever owned any real property. Schedule 2.12(a) of the Company Disclosure Schedule lists -------------------- and describes briefly Letter sets forth a list of all real property leased in excess of 2,500 rentable square feet per location currently leased, subleased or subleased to licensed by or from the Company or any of the Subsidiaries (the “Company Real Property”) together with all leases, subleases and lists other Contracts pursuant to which the term Company or any of the Subsidiaries derives its rights in the Company Real Property as of the date hereof (the “Leases”), including, with respect to each such Lease, the identity of the landlord or sublandlord, the addresses, the date of such lease, any extension Lease and expansion options, and the rent payable thereundereach material amendment thereto. The Company has delivered to the Buyer true, correct made available accurate and complete copies of the leases and subleases (as amended to date) listed in CLAUSE 2.13 of the Disclosure Schedule. The Company is not party to, or otherwise obliged with respect to, any lease or sublease for facilities, which are not occupied by the Company. With respect to each lease and sublease listed in CLAUSE 2.13 of the Disclosure Schedule: (a) the lease or sublease is legal, valid, binding, enforceable and in full force and effect;all Leases. (b) there is no reason which would impair the lease or sublease to continue to be legal, The Leases are valid, bindingbinding and enforceable, enforceable and in full force and effect immediately following there does not exist under any such Lease any material default by the Closing in accordance Company or any of the Subsidiaries or, to the Company’s knowledge, by any other Person, or any event that, with or without notice or lapse of time or both, would constitute a material default by the Company or any of the Subsidiaries or, to the Company’s knowledge, by any other Person. As of the date hereof, no written notice or Contract to terminate any Lease has been served on the Company or any of the Subsidiaries, or entered into by any Person with respect thereto. To the Company’s knowledge, there are no restrictions affecting the Company Real Property or the Leases that would reasonably be expected to interfere to any material extent with the terms thereof as in effect prior to continued use and occupancy by the Closing;Company and the Subsidiaries of the Company Real Property for the Company’s business. (c) The Company or one of the Subsidiaries is the holder of the tenant’s interest under the Leases and has not assigned the Leases or subleased all or any portion of the premises leased thereunder or otherwise granted any right to use or occupy the Company is not in breach or defaultReal Property, and no event has occurred which, with notice or lapse except as set forth on Schedule 2.12(c) of time, would constitute a breach or default or permit termination, modification, or acceleration thereunder; (d) there are no disputes, oral agreements or forbearance programs in effect as to the lease or sublease; (e) the Company has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the leasehold or subleasehold; (f) all facilities leased or subleased thereunder are supplied with utilities and other services necessary for the operation of said facilities in the manner in which such facilities are currently operated and as presently contemplated by the Company; and (g) the owner of the facility leased or subleased, has stated that, it has good and clear record and marketable title to the parcel of real property, free and clear of any Security Interest, easement, covenant or other restriction, that would interfere in any material respect with the Company's operations thereon, and there have been no actions to believe the contraryDisclosure Letter.

Real Property Leases. CLAUSE 2.13 (a) None of the Disclosure Schedule lists -------------------- and describes briefly all real property used or occupied by the Company or any of the Subsidiaries, in each case together with all build-out, fixtures and improvements created thereon (“Real Property”), is owned by the Company or any of the Subsidiaries, nor has the Company or any of the Subsidiaries ever owned any real property. All of the Real Property is leased or subleased by the Company or one of the Subsidiaries pursuant to a Lease. (b) Schedule 2.12(b) sets forth all leases, subleases and other Contracts, including maintenance agreements, furniture and fixtures agreements, facilities agreements, garage agreements and all addendums and amendments thereto pursuant to which the Company and lists each of the term Subsidiaries derives its rights in the Real Property (the “Leases”), including, with respect to each such Lease, the identity of the landlord or sub-landlord, the addresses, the date of such lease, any extension Lease and expansion optionseach amendment thereto, and the rent payable thereundercurrently monthly base rent. (c) The Leases and their related Contracts are valid, binding and enforceable in accordance with their respective terms, and there does not exist under any such Lease any material default by the Company or any of the Subsidiaries or, to the Company’s Knowledge, by any other Person, or any event that, with or without notice or lapse of time or both, would constitute a material default by the Company or any of the Subsidiaries or, to the Company’s Knowledge, by any other Person. The Company has delivered to the Buyer true, correct and complete copies of all Leases, including all amendments and Contracts related thereto, and the leases and subleases (as amended to date) listed in CLAUSE 2.13 Leases constitute the entire agreement between the Company or any of the Disclosure Schedule. The Company is not party to, Subsidiaries and each landlord or otherwise obliged sublandlord with respect to, any lease or sublease for facilities, which are not occupied to the Real Property. All rent and other charges currently due and payable by the Company. With respect to each lease and sublease listed in CLAUSE 2.13 Company or any of the Disclosure Schedule: (a) Subsidiaries under the lease or sublease is legal, valid, binding, enforceable and in full force and effect; (b) there is no reason which would impair the lease or sublease to continue to be legal, valid, binding, enforceable and in full force and effect immediately following the Closing in accordance with the terms thereof as in effect prior to the Closing; (c) the Company is not in breach or default, and no event has occurred which, with notice or lapse of time, would constitute a breach or default or permit termination, modification, or acceleration thereunder;Leases have been paid. (d) there are no disputesThe Company or one of the Subsidiaries is the holder of the tenant’s interest under the Leases and has not assigned the Leases nor subleased all or any portion of the premises leased thereunder. Neither the Company nor any of the Subsidiaries has made any material alterations, oral agreements additions or forbearance programs in effect as improvements to the lease premises leased under the Leases that are required to be removed (or sublease; (eof which any landlord or sublandlord could require removal) at the Company has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the leasehold or subleasehold; (f) all facilities leased or subleased thereunder are supplied with utilities and other services necessary for the operation of said facilities in the manner in which such facilities are currently operated and as presently contemplated by the Company; and (g) the owner termination of the facility leased or subleased, has stated that, it has good and clear record and marketable title to the parcel of real property, free and clear of any Security Interest, easement, covenant or other restriction, that would interfere in any material respect with the Company's operations thereon, and there have been no actions to believe the contraryapplicable Lease terms.

Real Property Leases. CLAUSE 2.13 Section 3.15 of the Purchaser Disclosure Schedule lists -------------------- and describes briefly discloses all real property leased or subleased to or by the Company Purchaser or any of its Purchaser Subsidiaries and lists the term of such lease, any extension and expansion options, and the rent payable thereunder. The Company Purchaser has delivered or made available to the Buyer true, correct Company complete and complete accurate copies of the leases and subleases (as amended to date) listed disclosed in CLAUSE 2.13 of the Disclosure Schedule. The Company is not party to, or otherwise obliged with respect to, any lease or sublease for facilities, which are not occupied by the CompanyPurchaser SEC Reports. With respect to each such lease and sublease listed in CLAUSE 2.13 of the Disclosure Schedulesublease: (a) the lease or sublease is legal, valid, binding, enforceable and in full force and effect; (b) there is no reason which would impair the lease or sublease to will continue to be legal, valid, binding, enforceable and in full force and effect immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing, and the Closing will not, after the giving of notice, with lapse of time, or otherwise, result in a breach or default by the Purchaser or any of its Purchaser Subsidiaries or, to the knowledge of the Purchaser, any other party under such lease or sublease; (c) neither the Company Purchaser nor any of its Purchaser Subsidiaries nor, to the knowledge of the Purchaser, any other party, is not in breach or defaultviolation of, or default under, any such lease or sublease, and no event has occurred occurred, is pending or, to the knowledge of the Purchaser, is threatened, which, after the giving of notice, with notice or lapse of timetime or otherwise, would constitute a breach or default by the Purchaser or permit terminationany of its Purchaser Subsidiaries or, modification, or acceleration thereunder; (d) there are no disputes, oral agreements or forbearance programs in effect as to the knowledge of the Purchaser, any other party under such lease or sublease; (ed) neither the Company Purchaser nor any of its Purchaser Subsidiaries has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the leasehold or subleasehold; (f) all facilities leased or subleased thereunder are supplied with utilities and other services necessary for the operation of said facilities in the manner in which such facilities are currently operated and as presently contemplated by the Company; and (ge) to the owner knowledge of the facility leased or subleasedPurchaser, has stated that, it has good and clear record and marketable title to the parcel of real property, free and clear of any there is no Security Interest, easement, covenant or other restrictionrestriction applicable to the real property subject to such lease, that would interfere in except for recorded easements, covenants and other restrictions which do not materially impair the current uses or the occupancy by the Purchaser or any material respect with of its Purchaser Subsidiaries of the Company's operations thereon, and there have been no actions to believe the contraryproperty subject thereto.

Real Property Leases. CLAUSE 2.13 (i) The Asset Schedule contains accurate descriptions of the Real Property Leases and the location of the real estate leased thereunder (the "Leaseholds") and the type of facility located on the Leaseholds. Sellers will as of the Closing have a valid leasehold interest in each of the Leaseholds. (ii) None of the Leaseholds is subject to any covenant or restriction preventing or limiting in any respect the consummation of the transactions contemplated hereby, except for any consent listed on Sellers' Disclosure Schedule lists -------------------- required of the landlords under the Real Property Leases. Sellers' right, title and describes briefly all real property leased or subleased interest in and to the Company Leaseholds will at the Closing be held by Sellers free and lists clear of all Liens. (iii) The use for which the term Leaseholds are put is not in violation of such leaseany zoning provisions and is consistent with past practices. The use and occupancy of the Leaseholds by Sellers are permitted under the Real Property Leases and are in compliance in all material respects with all regulations, any extension codes, ordinances and expansion optionsstatutes applicable to Sellers and the Business, and the rent payable thereunder. The Company has delivered Sellers have not received any notice asserting any material violation of sanitation laws and regulations, occupational safety and health regulations, or electrical codes. (iv) There are no facts relating to Sellers, and to the Buyer trueKnowledge of Sellers and Stockholders, correct no facts relating to any other party, that would prevent the Leaseholds from being occupied and complete copies used by Citadel and/or any assignee of Citadel after the leases and subleases Closing Date in the same manner as immediately prior to the Closing. (as amended to datev) listed in CLAUSE 2.13 of the Disclosure Schedule. The Company There is not party tounder any Real Property Lease any material default by Sellers or any condition that with notice or the passage of time or both would constitute such a default, and Sellers have not received any notice asserting the existence of any such default or otherwise obliged with respect to, any lease or sublease for facilities, which are not occupied by the Company. With respect to each lease and sublease listed in CLAUSE 2.13 of the Disclosure Schedule:condition. (avi) the lease or sublease Each Real Property Lease is legal, valid, binding, enforceable valid and in full force and effect; (b) there is no reason which would impair the lease or sublease to continue to be legal, valid, binding, enforceable binding and in full force and effect immediately following as to Sellers and, to the Closing Knowledge of Sellers and Stockholders, as to each other party thereto, and, except as disclosed on the Asset Schedule, has not been amended or otherwise modified. (vii) The Leaseholds constitute all of the real property in accordance with the terms thereof which any Seller has a leasehold interest or other interest or right (whether as in effect lessor or lessee) and which is or will prior to the Closing; (c) the Company is not Closing be used in breach or default, and no event has occurred which, with notice or lapse of time, would constitute a breach or default or permit termination, modification, or acceleration thereunder; (d) there are no disputes, oral agreements or forbearance programs in effect as to the lease or sublease; (e) the Company has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the leasehold or subleasehold; (f) all facilities leased or subleased thereunder are supplied with utilities and other services necessary for the operation of said facilities in the manner in which such facilities are currently operated and as presently contemplated by the Company; and (g) the owner of the facility leased or subleased, has stated that, it has good and clear record and marketable title to the parcel of real property, free and clear of any Security Interest, easement, covenant or other restriction, that would interfere in any material respect with the Company's operations thereon, and there have been no actions to believe the contraryStations.

Real Property Leases. CLAUSE 2.13 (a) Section 2.10(a) of the Disclosure Schedule contains a legal description of each parcel of real property that the Company or any Subsidiary owns (the "Owned Property") and, except as set forth in Section 2.10(a) of the Disclosure Schedule, to the knowledge of Seller or the Company Executives, such legal description describes such parcel fully and adequately, the buildings and improvements are located within the boundary lines of the described parcels of land, the Owned Property is not in violation of applicable zoning laws and ordinances (and none of the properties or buildings or improvements thereon are subject to "permitted non-conforming use" or "permitted non-conforming structure" classifications), and the Owned Property is not subject to any restriction for which any permits or licenses necessary to the use thereof have not been obtained. Except as set forth in Section 2.10(a) of the Disclosure Schedule, with respect to each such parcel of Owned Property (i) the Company or a Subsidiary, as appropriate, has good and marketable fee simple title to such parcel of Owned Property, free and clear of any Lien except for (A) installments of real estate taxes and special assessments not yet due or payable and (B) Permitted Liens; (ii) there are no pending or, to Seller's or the Company Executives' knowledge, threatened condemnation proceedings relating to such parcel of Owned Property; and (iii) there are no leases, subleases, licenses or other agreements granting to any party or parties the right to use or occupy any portion of such parcel of Owned Property. (b) Section 2.10(b) of the Disclosure Schedule lists -------------------- and describes briefly the location of all real property leased or subleased to the Company or any Subsidiary (the "Leased Property") and lists the term of such lease, any extension and expansion options, and the rent payable thereunder. The Company has delivered to the Buyer true, sets forth correct and complete copies of the leases and or subleases (as amended including all amendments thereto to date) listed in CLAUSE 2.13 of pursuant to which the Disclosure Schedule. The Company is not party toor any Subsidiary (as applicable, or otherwise obliged with respect to, a "Tenant") leases any lease or sublease for facilities, which are not occupied by Leased Property (the Company"Leases"). With respect to each lease and sublease listed such Lease, except as set forth in CLAUSE 2.13 Section 2.10(b) of the Disclosure Schedule: : (ai) the lease or sublease Lease is legal, valid, binding, enforceable and in full force and effect; (b) there is no reason which would impair the lease or sublease to continue to be legal, valid, binding, enforceable and in full force and effect immediately following and enforceable against the Closing applicable landlord in accordance with the terms thereof as in effect prior to the Closing; its terms; (cii) (A) the applicable Tenant is not, and, to Seller's or the Company is not Executives' knowledge, no other party thereto is, in breach of or defaultdefault under such Lease in any material respect, and (B) no event has occurred which, with notice or lapse of 42 19 time, would constitute such a material breach or default by the applicable Tenant or permit termination, modification, or acceleration thereunder; thereunder by the other party thereto, and (dC) there are no disputesevent has occurred which, oral agreements to Seller's or forbearance programs in effect as to the lease Company Executives' knowledge, with notice or sublease; lapse of time would constitute a material breach or default by the other party thereto or would permit termination, modification or acceleration thereunder by the applicable Tenant; (eiii) the Company applicable Tenant has not assigned, transferred, conveyed, mortgaged, deeded in trust trust, or encumbered any its interest in the leasehold or subleasehold; applicable Leased Property; and (fiv) all facilities leased or subleased thereunder are supplied with utilities and other services necessary for subject to the operation of said facilities in the manner in which such facilities are currently operated and as presently contemplated by the Company; and (g) the owner terms of the facility leased or subleasedapplicable Lease, has stated that, it has good and clear record and marketable title to the parcel interest of real property, the applicable tenant is free and clear of any Security Interestall Liens other than Permitted Liens. (c) Except as set forth in Section 2.10(c) of the Disclosure Schedule, easementthe Real Property (i) constitutes all real property owned, covenant leased or other restrictionotherwise occupied or utilized by the Company or the Subsidiaries, that would interfere in any material respect (ii) is, together with the Company's operations all improvements located thereon, in good operating condition and there have been no actions repair (subject to believe normal wear and tear), and (iii) is sufficient for the contraryconduct of the business of the Company and the Subsidiaries as presently conducted and, to the knowledge of Seller or the Company Executives, has adequate facilities for utility supply, waste and storm water processing and/or removal.

Real Property Leases. CLAUSE 2.13 Section 2.14 of the Disclosure Schedule lists -------------------- and describes briefly all real property leased or subleased to the Company and lists the term of such lease, any extension and expansion options, and the rent payable thereunder. The Company has delivered to the Buyer true, correct and complete copies of the leases and subleases (as amended to date) listed in CLAUSE 2.13 Section 2.14 of the Disclosure Schedule. The Company is not party to, or otherwise obliged with respect to, any lease or sublease for facilities, which are not occupied by the Company. With respect to each lease and sublease listed in CLAUSE 2.13 Section 2.14 of the Disclosure Schedule: (a) the lease or sublease is legal, valid, binding, enforceable and in full force and effect; (b) there is no reason which would impair the lease or sublease to will continue to be legal, valid, binding, enforceable and in full force and effect immediately following the Closing in accordance with the terms thereof as in effect prior to the Closing; (c) no party to the Company lease or sublease is not in breach or default, and no event has occurred which, with notice or lapse of timetime or both, would constitute a breach or default or permit termination, modification, or acceleration thereunder; (d) there are no disputes, oral agreements or forbearance programs in effect as to the lease or sublease; (e) the Company has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the leasehold or subleasehold; (f) all facilities leased or subleased thereunder are supplied with utilities and other services necessary for the operation of said facilities in the manner in which such facilities are currently operated and as presently contemplated by the Company; andfacilities; (g) to the knowledge of the Company and the Stockholders, the owner of the facility leased or subleased, has stated that, it subleased has good and clear record and marketable title to the parcel of real property, free and clear of any Security Interest, easement, covenant or other restriction, that would interfere in any material respect with the Company's operations thereonexcept for recorded easements, covenants, and there have been no actions other restrictions which do not impair the intended uses, occupancy or value of the property subject thereto; and (h) the Company has obtained nondisturbance agreements from the holder of each superior Security Interest and ground lease in connection with each such lease or sublease (each of which is listed in Section 2.14 of the Disclosure Schedule); and the representations and warranties set forth in clauses (a) through (d) of this Section 2.14 with respect to believe the contraryleases and subleases are true and correct with respect to such nondisturbance agreements.

Real Property Leases. CLAUSE 2.13 Section 2.11(b) of the Company Disclosure Schedule lists -------------------- contains a true and describes briefly complete list of all leases, subleases, sub-subleases, licenses and other agreements, including any amendments or modifications thereto, under which the Company or any of its Subsidiaries, leases, subleases, licenses uses or occupies (whether as landlord, tenant, subtenant or pursuant to any other occupancy arrangement) or has the right to use or occupy, now or in the future, any real property leased or subleased (collectively, the "REAL PROPERTY LEASES," and the property subject to the Company and lists Real Property Leases together with the term of such leaseOwned Real Property, any extension and expansion options, and the rent payable thereunder"REAL PROPERTY"). The Company has delivered previously furnished or otherwise made available to the Buyer Parent true, correct and complete copies of all Real Property Leases. Each Real Property Lease constitutes the leases valid and subleases (as amended to date) listed in CLAUSE 2.13 legally binding obligation of the Disclosure ScheduleCompany or its Subsidiaries, enforceable against the Company or its Subsidiaries, as applicable, in accordance with its terms. The Except as would not reasonably be expected to have, individually or in the aggregate, a Company is not party toMaterial Adverse Effect, or otherwise obliged with respect to, any lease or sublease for facilities, which are not occupied by the Company. With respect to each lease and sublease listed in CLAUSE 2.13 of the Disclosure Schedule: Real Property Lease (a) the lease or sublease is legal, valid, binding, enforceable and in full force and effect; (bi) there is no reason which would impair the lease default or sublease to continue to be legal, valid, binding, enforceable and in full force and effect immediately following the Closing in accordance with the terms thereof as in effect prior to the Closing; (c) the Company is not in breach or default, and no event has occurred which, with notice or lapse of timetime or both, would constitute a breach default on the part of Company or default or permit terminationits Subsidiaries, modificationor, or acceleration thereunder; (d) there are no disputes, oral agreements or forbearance programs in effect as to the lease or sublease; knowledge of the Company, any other party thereto and (eii) except as set forth in Section 2.11(b) of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries, as applicable, has not assigned, transferred, conveyed, mortgaged, deeded in trust sublet or encumbered any transferred its leasehold interest. Each of the Company and its Subsidiaries has a good and valid leasehold interest in the leasehold or subleasehold; (f) all facilities leased or subleased thereunder are supplied with utilities and other services necessary for the operation of said facilities in the manner in which such facilities are currently operated and as presently contemplated by the Company; and (g) the owner of the facility leased or subleased, has stated that, it has good and clear record and marketable title to the parcel of real property, each Real Property Lease free and clear of any Security Interestall Liens, easement, covenant or other restriction, that would interfere except (i) as set forth in any material respect with Section 2.11(b) of the Company's operations thereonCompany Disclosure Schedule, and there have been no actions to believe the contrary(ii) Permitted Liens.

Real Property Leases. CLAUSE 2.13 Section 5.11 of the Disclosure Schedule lists -------------------- and describes briefly all real property leased or subleased to the Company and lists the term of such lease, any extension and expansion options, and the rent payable thereunderCompany. The Company has Shareholders have delivered to the Buyer true, CORESTAFF correct and complete copies of the leases and subleases listed in Section 5.11 of the Disclosure Schedule (as amended to date) listed in CLAUSE 2.13 of the Disclosure Schedule. The Company is not party to, or otherwise obliged with respect to, any lease or sublease for facilities, which are not occupied by the Company). With respect to each lease and sublease listed in CLAUSE 2.13 Section 5.11 of the Disclosure Schedule: (a) the The lease or sublease is legal, valid, binding, enforceable enforceable, and in full force and effect; (b) there is no reason which would impair The Shareholders shall use their reasonable best efforts to ensure that the lease or sublease to will continue to be legal, valid, binding, enforceable enforceable, and in full force and effect immediately on identical terms following the Closing in accordance with the terms thereof as in effect prior to the Closing; (c) the The Company is not and, to the Company's knowledge, no other party to the lease or sublease is in breach or default, and no event has occurred which, with notice or lapse of time, would constitute a breach or default or permit termination, modification, or acceleration thereunder; (d) there No party to the lease or sublease has repudiated any provision thereof; (e) There are no disputes, oral agreements agreements, or forbearance programs in effect as to the lease or sublease; (ef) the The Company has not assigned, transferred, conveyed, mortgaged, deeded in trust trust, or encumbered any interest in the leasehold or subleasehold;; SAGE I.T. PARTNERS, INC. AGREEMENT AND PLAN OF MERGER (fg) all All facilities leased or subleased thereunder are supplied have received all approvals of governmental authorities (including licenses and permits) required in connection with utilities and other services necessary for the operation of said facilities in the manner in which such facilities are currently thereof and have been operated and as presently contemplated by the Companymaintained in accordance with applicable laws, rules, and regulations; and (gh) the owner The real property listed in Sections 5.10 and 5.11 of the facility leased or subleased, has stated that, Disclosure Schedule represents all of the real property necessary to operate the business in the manner that it has good and clear record and marketable title to the parcel of real property, free and clear of any Security Interest, easement, covenant or other restriction, that would interfere in any material respect with the Company's operations thereon, and there have been no actions to believe the contraryis currently being operated.

Real Property Leases. CLAUSE 2.13 Section 3.5.2 of the Company Disclosure Schedule lists -------------------- Letter sets forth a true, correct and describes briefly all real property leased complete list of each lease or subleased to sublease under which the Company or Subsidiary leases any building, location or parcel (all of the leases, or subleases pursuant to which such facilities, locations or parcels are held or are to be held being referred to herein collectively as the "Leases"). Section 3.5.2 of the Company Disclosure Letter also sets forth a true, correct and lists the term complete list of such each lease, or sublease (collectively, the "Leases-Out") under which the Company or any extension and expansion optionsof its Subsidiaries is a lessor or sublessor of any building, and the rent payable thereunderlocation or parcel. The Company has delivered to the Buyer trueTrue, correct and complete copies of the leases Leases and subleases (the Leases-Out, and all material amendments, modifications and supplemental agreements thereto, have been previously delivered to the Buyer. Except as amended to date) listed set forth in CLAUSE 2.13 Section 3.5.2 of the Company Disclosure Schedule. The Company is not party toLetter, or otherwise obliged with respect toand as to subparagraphs (a), any lease or sublease for facilities(c), which are not occupied by (d) and (f), to the best of the Company. With respect to each lease and sublease listed in CLAUSE 2.13 of the Disclosure Schedule's knowledge: (a) each Lease and each Lease-Out is an Enforceable agreement of the lease Company or sublease a Subsidiary of the Company which is legalparty thereto, valid, binding, enforceable and in full force and effecteach Lease or Lease-Out is an Enforceable agreement of the other parties thereto; (b) there the Company or a Subsidiary of the Company, which is no reason which would impair the lease or sublease to continue to be legala party thereto, valid, binding, enforceable and in full force and effect immediately following the Closing in accordance with the terms thereof as in effect prior has fulfilled all material obligations required pursuant to the ClosingLeases and the Leases-Out to have been performed by the Company or a Subsidiary of the Company party thereto on its part; (c) neither the Company nor any Subsidiary of the Company is not in breach or default, and no event has occurred which, with notice or lapse of time, would constitute a breach or default under any Lease or permit termination, modification, or acceleration thereunderLease-Out; (d) (i) there are is no disputes, oral agreements existing material breach or forbearance programs in effect as default by any other party to the lease any Lease or subleaseLease-Out; (e) neither the Company has not assigned, transferred, conveyed, mortgaged, deeded in trust nor any Subsidiary of the Company is obligated to pay any material leasing or encumbered lease brokerage commission under any interest in Lease or Lease-Out as a result of the leasehold or subleasehold;transactions contemplated hereby; and (f) all facilities leased there is no pending or subleased thereunder are supplied with utilities and other services necessary for the operation of said facilities in the manner in which such facilities are currently operated and as presently contemplated by the Company; and (g) the owner threatened eminent domain taking affecting any of the facility leased properties which are the subject of the Leases or subleased, has stated that, it has good and clear record and marketable title to the parcel of real property, free and clear of any Security Interest, easement, covenant or other restriction, that would interfere in any material respect with the Company's operations thereon, and there have been no actions to believe the contraryLeases-Out.

Real Property Leases. CLAUSE 2.13 Section 2.12 of the Disclosure Schedule lists -------------------- and describes briefly as of the date hereof all real property leased or subleased to or by the Company or any Subsidiary and lists the term of such lease, any extension and expansion options, and the rent payable thereunder. The Company has delivered made available to the Buyer true, correct Entrust complete and complete accurate copies of the leases and subleases (as amended to date) listed in CLAUSE 2.13 Section 2.12 of the Disclosure Schedule. The Company is not party to, or otherwise obliged with respect to, any lease or sublease for facilities, which are not occupied by the Company. With respect to each lease and sublease listed in CLAUSE 2.13 Section 2.12 of the Disclosure ScheduleSchedule as of the date hereof: (a) the lease or sublease is legal, valid, binding, enforceable and in full force and effect, except as such enforceability may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting or relating to creditors' rights generally, and except that the availability of equitable remedies, including specific performance, is subject to the discretion of the court before which any proceeding therefor may be brought, and except as indemnification may be limited by public policy; (b) there is no reason which would impair the lease or sublease to will continue to be legal, valid, binding, enforceable and in full force and effect immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing; (c) neither the Company nor any Subsidiary nor, to the Knowledge of the Company, any other party, is not in material breach or defaultviolation of, or default under, any such lease or sublease, and no event has occurred occurred, is pending or, to the Knowledge of the Company, is threatened, which, after the giving of notice, with notice or lapse of time, or otherwise, would constitute a material breach or default by the Company or permit terminationany Subsidiary or, modificationto the Knowledge of the Company, any other party under such lease or acceleration thereunder;sublease; and (d) there are no disputes, oral agreements or forbearance programs in effect as to the lease or sublease; (e) neither the Company nor any Subsidiary has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the leasehold or subleasehold; (f) all facilities leased or subleased thereunder are supplied with utilities and other services necessary for the operation of said facilities in the manner in which such facilities are currently operated and as presently contemplated by the Company; and (g) the owner of the facility leased or subleased, has stated that, it has good and clear record and marketable title to the parcel of real property, free and clear of any Security Interest, easement, covenant or other restriction, that would interfere in any material respect with the Company's operations thereon, and there have been no actions to believe the contrary.

Real Property Leases. CLAUSE 2.13 Section 2.12 of the Disclosure Schedule lists -------------------- and describes briefly all real property leased or subleased to the Company Leases and lists the term of such leaseLease, any extension and expansion options, and the rent payable thereunder. The Company SnowShore has delivered to the Buyer true, correct Brooktrout complete and complete accurate copies of the leases and subleases (each Lease. The Lease with respect to 000 Xxxxxxxxx Xxxx, Xxxxxxxxxx, Xxxxxxxxxxxxx, as amended to date) listed in CLAUSE 2.13 as of the Disclosure Schedule. The Company is not party todate hereof and the Closing Date (the “Chelmsford Lease”), or otherwise obliged with respect toterminates as of March 31, any lease or sublease for facilities, which are not occupied by the Company2004. With respect to each lease and sublease listed in CLAUSE 2.13 of the Disclosure ScheduleLease: (a) the lease or sublease such Lease is legal, valid, binding, enforceable and in full force and effect; (b) there is no reason which would impair the lease or sublease to such Lease will continue to be legal, valid, binding, enforceable and in full force and effect immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing; (c) neither SnowShore nor the Company Subsidiary nor, to the knowledge of SnowShore, any other party, is not in breach or defaultviolation of, or default under, any such Lease, and no event has occurred whichoccurred, is pending or, to the knowledge of SnowShore, is threatened, that, after the giving of notice, with notice or lapse of time, or otherwise, would constitute a breach or default by SnowShore or permit terminationthe Subsidiary or, modificationto the knowledge of SnowShore, or acceleration thereunderany other party under such Lease; (d) there are no disputes, oral agreements or forbearance programs in effect as to the lease or subleasesuch Lease; (e) neither SnowShore nor the Company Subsidiary has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the leasehold or subleasehold; (f) to the knowledge of SnowShore, all facilities leased or subleased thereunder are supplied with utilities and other services necessary adequate for the operation of said facilities in the manner in which such facilities are currently operated and as presently contemplated by the Companyfacilities; and (g) the owner of the facility leased or subleased, has stated that, it has good and clear record and marketable title to the parcel of real property, free and clear SnowShore is not aware of any Security Interest, easement, covenant or other restriction, restriction applicable to the real property subject to such lease that would interfere in any material respect with reasonably be expected to materially impair the Company's operations thereon, and there have been no actions to believe current uses or the contraryoccupancy by SnowShore or the Subsidiary of the property subject thereto.

Real Property Leases. CLAUSE 2.13 The leases, subleases and other agreements and documents with respect to real property which are identified on SCHEDULE 4.11 constitute (a) the lease of the Disclosure Schedule lists -------------------- and describes briefly Company's headquarters in Atlanta, Georgia, (b) the lease of all real property leased or subleased to manufacturing facilities of the Company and lists the term of such lease, any extension and expansion optionsSubsidiaries other than those constituting Owned Real Property, and (c) the rent payable thereunderlease of all other facilities material to Holdings, the Company and the Subsidiaries and are hereinafter referred to as the "MATERIAL LEASES". The Company has delivered to the Buyer true, correct Correct and complete copies of the leases Material Leases have been delivered to the MergerCo. Holdings, the Company or a Subsidiary, as the case may be, holds good and subleases (as amended valid leasehold title to date) listed in CLAUSE 2.13 each of the Disclosure Schedule. The Company is not party to, or otherwise obliged with respect to, any lease or sublease for facilities, properties which are the subject of the Material Leases, in each case free of all Encumbrances, except for liens for (x) Taxes not occupied yet due and payable or which are being contested in good faith, (y) Encumbrances which neither materially interfere with the intended use of the property which is the subject of the Material Lease nor have a material adverse effect upon the use by Holdings, the Company or any Subsidiary of such property or the business currently conducted thereon, and (z) Permitted Encumbrances. To the actual knowledge of the Company. With respect to each lease and sublease listed in CLAUSE 2.13 of the Disclosure Schedule: (a) the lease or sublease is legal, validexcept as identified on SCHEDULE 4.11, binding, enforceable and in full force and effect; (b) there is are no reason which would impair the lease or sublease to continue to be legal, valid, binding, enforceable and in full force and effect immediately following the Closing in accordance with the terms thereof as in effect prior to the Closing; (c) the Company is not in breach or defaultexisting defaults under any Material Lease, and no event has occurred which, which with notice or lapse of time, or both, could constitute an event of default under any Material Lease, which default would constitute result in a breach or Material Adverse Effect. The transactions contemplated by this Agreement will not result in a default or permit terminationunder any Material Lease (which default would have a Material Adverse Effect), modification, or acceleration thereunder; (d) there are no disputes, oral agreements or forbearance programs in effect as except for Material Leases requiring consent of the Landlord to the lease or sublease; (e) the Company has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the leasehold or subleasehold; (f) all facilities leased or subleased thereunder are supplied with utilities and other services necessary for the operation of said facilities in the manner in which such facilities are currently operated and as presently transactions contemplated by the Company; and (g) the owner of the facility leased or subleased, has stated that, it has good and clear record and marketable title to the parcel of real property, free and clear of any Security Interest, easement, covenant or other restriction, that would interfere in any material respect with the Company's operations thereon, and there have been no actions to believe the contrarythis Agreement.

Real Property Leases. CLAUSE 2.13 Section 2.14 of the Disclosure Schedule lists -------------------- and describes briefly all real property leased or subleased to the Company or any Subsidiary and lists the term of such lease, any extension and expansion options, and the rent payable thereunder. The Company has delivered to the Buyer true, correct and complete copies of the leases and subleases (as amended to date) listed in CLAUSE 2.13 Section 2.14 of the Disclosure Schedule. The Company is not party to, or otherwise obliged with respect to, any lease or sublease for facilities, which are not occupied by the Company. With respect to each lease and sublease listed in CLAUSE 2.13 Section 2.14 of the Disclosure Schedule: (a) : the lease or sublease is legal, valid, binding, enforceable and in full force and effect; (b) there is no reason which would impair ; the lease or sublease to will continue to be legal, valid, binding, enforceable and in full force and effect immediately following the Closing in accordance with the terms thereof as in effect prior to the Closing; (c) , subject to any consents with respect thereto listed on Section 2.4 of the Company Disclosure Schedule; no party to the lease or sublease is not in breach or default, and no event has occurred which, with notice or lapse of time, would constitute a breach or default or permit termination, modification, or acceleration thereunder; (d) ; there are no disputes, oral agreements or forbearance programs in effect as to the lease or sublease; (e) ; neither the Company nor any Subsidiary has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the leasehold or subleasehold; (f) ; all facilities leased or subleased thereunder are supplied with utilities and other services necessary for the operation of said facilities in facilities; and to the manner in which such facilities are currently operated knowledge of the Company and as presently contemplated by the Company; and (g) Principals, the owner of the facility leased or subleased, has stated that, it subleased has good and clear record and marketable title to the parcel of real property, free and clear of any Security Interest, easement, covenant or other restriction, that would interfere except for recorded easements, covenants, and other restrictions which do not impair the intended uses, occupancy or value of the property subject thereto. Contracts. Section 2.15 of the Disclosure Schedule lists the following written arrangements (including without limitation written agreements) to which either the Company or a Subsidiary is a party: any written arrangement (or group of related written arrangements) for the lease of personal property from or to third parties providing for lease payments in excess of $5,000 per annum; any written arrangement (or group of related written arrangements) for the purchase or sale of raw materials, commodities, supplies, products or other personal property or for the furnishing or receipt of services (i) which calls for performance over a period of more than one year, (ii) which involves more than the sum of $5,000, or (iii) in which either the Company or any Subsidiary has granted manufacturing rights, "most favored nation" pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain party; any written arrangement establishing a partnership or joint venture; any written arrangement (or group of related written arrangements) under which it has created, incurred, assumed, or guaranteed (or may create, incur, assume, or guarantee) indebtedness (including capitalized lease obligations) involving more than $15,000 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangible; any written arrangement concerning confidentiality or noncompetition; any written arrangement involving any of the Company Stockholders or their affiliates, as defined in Rule 12b-2 under the Exchange Act ("Affiliates"); any written arrangement under which the consequences of a default or termination could have a material adverse effect on the assets, business, financial condition, results of operations or future prospects of the Company and its Subsidiaries, taken as a whole; and any other written arrangement (or group of related written arrangements) currently in existence or which any provisions thereof are currently binding on the Company either (x) involving more than $15,000 or (y) not entered into in the Ordinary Course of Business. The Company has delivered to the Buyer a correct and complete copy of each written arrangement (as amended to date) listed in Section 2.15 of the Disclosure Schedule. With respect to each written arrangement so listed: (i) the written arrangement is legal, valid, binding and enforceable and in full force and effect; (ii) the written arrangement will continue to be legal, valid, binding and enforceable and in full force and effect immediately following the Closing in accordance with the Company's operations thereonterms thereof as in effect prior to the Closing, subject to obtaining the consents required by such arrangement that are listed on Section 2.4 of the Disclosure Schedule; and (iii) no party is in breach or default, and there have been no actions event has occurred which with notice or lapse of time would constitute a breach or default or permit termination, modification, or acceleration, under the written arrangement. Neither the Company nor any Subsidiary is a party to believe any oral contract, agreement or other arrangement which, if reduced to written form, would be required to be listed in Section 2.15 of the contraryDisclosure Schedule under the terms of this Section 2.15.

Real Property Leases. CLAUSE 2.13 Section 3.11(b) of the Company Disclosure Schedule lists -------------------- contains a true and describes briefly complete list of all leases, subleases, sub-subleases, licenses and other agreements (including the date, store number and name of the parties to such lease documents) under which the Company or any of its Subsidiaries, leases, subleases, licenses, uses or occupies, or has the right to use or occupy (in each case whether as landlord, tenant, subtenant or other occupancy arrangement), now or in the future, any real property leased or subleased (the "Leased Real Property," and together with the Owned Real Property, the "Real Property"). The leases, subleases, sub-subleases, licenses and other agreements governing such Leased Real Property are referred to herein as the Company and lists the term of such lease, any extension and expansion options, and the rent payable thereunder. "Real Property Leases." The Company has delivered previously furnished or otherwise made available to the Buyer Parent true, correct and complete copies of all Real Property Leases, and written summaries of material terms of such Real Property Leases (the leases "Lease Reports") as posted to the Company's on-line data room on April 27, 2006. The information set forth in the Lease Reports is true and subleases (correct in all material respects. Except as amended to dateset forth in Section 3.11(b) listed in CLAUSE 2.13 of the Company Disclosure Schedule. The , each Real Property Lease constitutes the valid and legally binding obligation of the Company is not party toor its Subsidiaries, enforceable against the Company or otherwise obliged its Subsidiaries, as applicable, in accordance with respect to, any lease or sublease for facilities, which are not occupied by the Companyits terms. With respect to each lease and sublease listed in CLAUSE 2.13 Real Property Lease (i) there is no material default or event which, with notice or lapse of time or both, would constitute a material default on the part of the Company or its Subsidiaries, or, to the knowledge of the Company any other party thereto and (ii) except as set forth in Section 3.11(b) of the Company Disclosure Schedule: , (aA) neither the lease Company nor any of its Subsidiaries, as applicable, has assigned, sublet or sublease transferred its leasehold interest; (B) as to the Company and its Subsidiaries, such Real Property Lease is legal, valid, binding, enforceable and in full force and effect; ; (bC) there is no reason which would impair the lease Merger does not require the consent of or sublease notice to continue any other party to such Real Property Lease, will not result in a breach of or default under such Real Property Lease, will not give rise to any recapture or similar rights, and will not otherwise cause such Real Property Lease to cease to be legal, valid, binding, enforceable and in full force and effect immediately on identical terms following the Closing in accordance Closing; (D) the Company's and its Subsidiaries' possession and quiet enjoyment of the Leased Real Property has not been disturbed and there are no material disputes with the terms thereof as in effect prior respect to such Real Property Lease; (E) to the Closing; (c) knowledge of the Company is not Company, no security deposit or portion thereof deposited with respect to such Real Property Lease has been applied in breach or default, and no event has occurred which, with notice or lapse respect of time, would constitute a breach or default or permit termination, modification, or acceleration thereunder; under such Real Property Lease which has not been redeposited in full; (d) there are no disputes, oral agreements or forbearance programs in effect as to the lease or sublease; (eF) the other party to such Real Property Lease is not an Affiliate of the Company or any of its Subsidiaries; (G) neither the Company nor any of its Subsidiaries has subleased, licensed or otherwise granted any Person the contractual right to use or occupy such Leased Real Property or any portion thereof other than easements which would not assignedreasonably be expected to materially interfere with the Company's or any of its Subsidiaries' use and enjoyment of such Leased Real Property or with the conduct of the business of the Company and its Subsidiaries, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the leasehold or subleasehold; (f) all facilities leased or subleased thereunder are supplied with utilities and other services necessary for not material to the operation of said facilities the Leased Real Property; and (H) neither the Company nor any of its Subsidiaries has collaterally assigned or granted any other security interest in the manner such Real Property Lease or any interest therein. Except as set forth in which such facilities are currently operated and as presently contemplated by the Company; and (gSection 3.11(b) the owner of the facility leased Company Disclosure Schedule, none of the Real Property Leases contain any unsatisfied capital expenditure requirements or subleased, remodeling obligations of the Company or any of its Subsidiaries other than ordinary maintenance and repair obligations. Each of the Company and its Subsidiaries has stated that, it has a good and clear record and marketable title to the parcel of real property, valid leasehold interest in each Real Property Lease free and clear of any Security Interestall Liens, easementexcept (i) as disclosed on Section 3.11(b) of the Company Disclosure Schedule, covenant (ii) Liens for Taxes and general and special assessments not yet due and payable or which are being contested in good faith by appropriate proceedings and for which sufficient amounts have been reserved, and (iii) other restriction, that Liens which would not reasonably be expected to materially interfere in any material respect with the Company's operations thereonor any of its Subsidiaries' use and enjoyment of such Real Property Lease or with the conduct of the business of the Company and its Subsidiaries, and there have been no actions nor materially impair the value thereof or the ability of the Company or any of its Subsidiaries to believe the contraryobtain financing by using such Leased Real Property as collateral.

Real Property Leases. CLAUSE 2.13 Section 3.14 of the Disclosure Schedule lists -------------------- and describes briefly all real property leased or subleased to the Company (except for leases or subleases with remaining terms of less than 12 months and for which the lease payments are less than $1,500 per year) and lists the square footage leased thereunder, the term of such lease, any extension and expansion options, and the rent payable thereunder, including additional rent payable on account of real estate taxes and operating expenses. The Company has delivered to the Buyer true, correct and complete copies of the leases and subleases (as amended to date) listed in CLAUSE 2.13 Section 3.14 of the Disclosure Schedule. The Company is not party to, or otherwise obliged together with respect to, any lease or sublease for facilities, which are not occupied by all amendments and modifications of the Companysame and all agreements supplemental thereto. With respect to each lease and sublease listed in CLAUSE 2.13 Section 3.14 of the Disclosure Schedule: (a) the lease or sublease is legal, valid, binding, enforceable valid and binding and in full force and effect; (b) there is no reason which would impair the lease or sublease to will continue to be legal, valid, binding, enforceable valid and binding and in full force and effect immediately following the Closing in accordance with the terms thereof as in effect prior to the Closing; (c) neither the Company nor, to the knowledge of the Company or the Stockholder, no other party to the lease or sublease is not in breach or default, and no event has occurred which, with notice or lapse of time, would constitute a breach or default or permit termination, modification, or acceleration thereunder; (d) there are no disputes, oral agreements or forbearance programs in effect as to the lease or sublease; (e) the Company does not have any obligation to pay any leasing or brokerage commission relating to any such lease or sublease, either currently or upon renewal; (f) the Company has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the leasehold or subleasehold; (fg) all facilities leased or subleased thereunder are supplied with utilities and other services necessary for the operation of said facilities in the manner in which such facilities are currently operated and as presently contemplated by the Company; andfacilities; (gh) to the knowledge of the Company or the Stockholder, the owner of the facility leased or subleased, has stated that, it subleased has good and clear record and marketable title to the parcel of real property, free and clear of any Security Interest, easement, covenant or other restriction, that would interfere in any material respect with the Company's operations thereonexcept for recorded easements, covenants, and there have been no actions other restrictions which do not impair the intended uses, occupancy or value of the property subject thereto; and (i) the Company has obtained non-disturbance agreements from the holder of each superior Security Interest and ground lease in connection with each such lease or sublease (each of which is listed in Section 3.14 of the Disclosure Schedule); and the representations and warranties set forth in clauses (a) through (d) of this Section 3.14 with respect to believe the contraryleases and subleases are true and correct with respect to such nondisturbance agreements.

Real Property Leases. CLAUSE 2.13 Section 2.17 of the CORNERSTONE Disclosure Schedule lists -------------------- and describes briefly all real property leased or subleased to the Company CORNERSTONE and lists the term of any such lease, any extension and expansion options, and the rent payable thereunder. The Company CORNERSTONE has delivered to the Buyer true, HSOA correct and complete copies of the leases and subleases (as amended to date) listed in CLAUSE 2.13 Section 2.17 of the CORNERSTONE Disclosure Schedule. The Company is not party to, or otherwise obliged with respect to, any lease or sublease for facilities, which are not occupied by the Company. With respect to each lease and sublease listed in CLAUSE 2.13 Section 2.17 of the CORNERSTONE Disclosure Schedule: (a) the lease or sublease is legal, valid, binding, enforceable and in full force and effect; (b) there is no reason which would impair the lease or sublease to will continue to be legal, valid, binding, enforceable and in full force and effect on and immediately following the Closing Merger Date in accordance with the terms thereof as in effect prior to the ClosingMerger Date; (c) no party to the Company lease or sublease is not in breach or default, and no event has occurred which, with notice or lapse of time, would constitute a breach or default or permit termination, modification, or acceleration thereunder; (d) there are no disputes, oral agreements or forbearance programs in effect as to the lease or sublease; (e) the Company CORNERSTONE has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the leasehold or subleasehold; (f) all facilities leased or subleased thereunder are supplied with utilities and other services necessary for the operation of said facilities in the manner in which such facilities are currently operated and as presently contemplated by the Companyfacilities; and (g) to the Knowledge of CORNERSTONE and SHAREHOLDER, the owner of the facility leased or subleased, has stated that, it subleased has good and clear record and marketable title to the parcel of real property, free and clear of any Security Interest, easement, covenant or other restriction, that would interfere in any material respect with the Company's operations thereonexcept for recorded easements, covenants, and there have been no actions to believe other restrictions that do not impair the contraryintended uses, occupancy or value of the property subject thereto.

Real Property Leases. CLAUSE 2.13 (a) Section 2.15(a) of the Cineplex Odeon Disclosure Schedule Statement lists -------------------- and describes briefly all real property leased by Cineplex Odeon and all Cineplex Odeon Subsidiaries (the "Cineplex Odeon Leased Real Properties") and all real property owned by Cineplex Odeon and all Cineplex Odeon Subsidiaries (the "Cineplex Odeon Owned Real Properties," and together with the Cineplex Odeon Leased Real Properties, the "Cineplex Odeon Real Properties"). For each Cineplex Odeon Leased Real Property, Section 2.15(a) of the Cineplex Odeon Disclosure Statement sets forth the following information as at the date of this Agreement: (i) the address of the property; (ii) the name of the landlord, manager or subleased payee, as appropriate; (iii) the name of the tenant; (iv) the date of the lease and all amendments thereto; (v) the current expiration date of such lease; (vi) any options to the Company and lists extend the term of such lease; (vii) if a theater site, the number of screens at such theater; (viii) whether the theaters on such site are operating or non-operating; (ix) whether the landlord's consent is required as a result of the Transactions; (x) any landlord right to terminate the lease (other than arising from a default, casualty, or condemnation); (xi) with respect only to those theaters located in markets where LTM has theaters, any extension tenant radius restrictions set forth in such lease; (xii) whether the landlord has sent to the tenant under such lease a notice of default or a notice of termination of such lease which remains uncured; (xiii) whether the tenant under such lease is obligated to purchase such property; (xiv) whether such lease is required to be accounted for under GAAP as a capitalized lease; (xv) whether there are any leasehold mortgages secured by such lease and expansion whether the consent of the mortgagee is required in connection with the Transactions; and (xvi) whether the rent, common area charges, taxes or other payments due under such lease are in arrears in excess of 60 days. For each Cineplex Odeon Owned Real Property, Section 2.15(a) of the Cineplex Odeon Disclosure Statement lists as at the date of this Agreement: (i) the address for each such property and (ii) whether the consent of any mortgage or lien holder of such property is required as a result of the Transactions. Except for such exceptions as would not have a Cineplex Odeon Material Adverse Effect and except for (A) the items set forth in Section 2.15(a) of the Cineplex Odeon Disclosure Statement; (B) zoning and planning restrictions, easements, permits and other restrictions or limitations of public record affecting the use of such properties; provided, that individually and in the aggregate, such restrictions, easements and permits do not materially impair the use of such properties as motion picture theaters or for such other purposes as such properties are currently being used; (C) mechanic's liens or other similar Encumbrances arising in the ordinary course of business and securing obligations not yet due and payable; and (D) other Encumbrances that individually and in the aggregate do not materially impair the ability of the owner to obtain financing by using such assets as collateral, (I) Cineplex Odeon and the Cineplex Odeon Subsidiaries have good and marketable title and, with respect to real property located in the United States, insurable title to the Cineplex Odeon Owned Real Properties, (II) properties are free and clear of all mortgages, liens, leases, tenancies, security interests, options to purchase or lease or rights of first refusal and (III) except for any matter of public record affecting the use of such properties, such properties are free and clear of all covenants, conditions, Encumbrances, restrictions, rights-of-way, easements, servitudes, judgments or other imperfections of title. The items listed in subsections (A) through (D) above are hereinafter collectively referred to as the "Cineplex Odeon Permitted Encumbrances." With respect to the Cineplex Odeon Leased Real Properties, to the Knowledge of Cineplex Odeon as at the date of this Agreement, all such leases are in full force and effect. Except for such exceptions as would not have a Cineplex Odeon Material Adverse Effect, (i) all such leases are the result of bona-fide arm's-length negotiations between the parties and (ii) Cineplex Odeon and the Cineplex Odeon Subsidiaries are not in arrears in the payment of rents, common area charges, real estate taxes or other amounts due under any such leases in excess of 60 days. As at the date of this Agreement, except for such exceptions as would not have a Cineplex Odeon Material Adverse Effect, with respect to each Cineplex Odeon Leased Real Property, so long as the tenant performs all of its obligations under such lease within applicable notice and grace periods, (i) the rights of Cineplex Odeon or any Cineplex Odeon Subsidiary under such lease cannot be legally terminated by the landlord thereof and (ii) Cineplex Odeon's or such Subsidiary's possession of such Cineplex Odeon Leased Real Property and the use and enjoyment thereof cannot be legally disturbed by any landlord. Except for such exceptions as would not have a Cineplex Odeon Material Adverse Effect, Cineplex Odeon is not obligated to purchase any Cineplex Odeon Leased Real Property, and no Cineplex Odeon Leased Real Property is required to be accounted for under GAAP as a capitalized lease. To the Knowledge of Cineplex Odeon, except for such exceptions as would not have a Cineplex Odeon Material Adverse Effect, there are no intended public improvements that will result in any material charge being levied against, or in the creation of any Encumbrances upon the Cineplex Odeon Owned Real Properties or any portion thereof, and there are no options, and the rent payable thereunder. The Company has delivered rights of first refusal, rights of first offer or other similar rights with respect to the Buyer trueCineplex Odeon Owned Real Properties. (b) The leases pursuant to which Cineplex Odeon or any Cineplex Odeon Subsidiary leases or has the right to possess the Cineplex Odeon Leased Real Properties have not been amended or modified since March 31, correct and complete copies 1996 except as set forth in Section 2.15(a) of the leases Cineplex Odeon Disclosure Statement, except where such amendment or modification would not have a Cineplex Odeon Material Adverse Effect. (c) Except for such exceptions as would not have a Cineplex Odeon Material Adverse Effect: (i) Cineplex Odeon or a Cineplex Odeon Subsidiary is the owner of, and subleases (no other person, firm or corporation has any interest as amended to date) listed owner in CLAUSE 2.13 of the Disclosure Schedule. The Company is not party or to, or otherwise obliged any right to occupancy in, any Cineplex Odeon Owned Real Property; (ii) Cineplex Odeon or a Cineplex Odeon Subsidiary is the tenant or lessee with respect to, and no other person, firm or corporation has any lease interest as tenant or sublease for facilitieslessee in or to, which or any right to occupancy in, any Cineplex Odeon Leased Real Property; (iii) there are no persons, firms or corporations currently in possession of the Cineplex Odeon Real Properties other than Cineplex Odeon and the Cineplex Odeon Subsidiaries, nor are there any leases, subleases, licenses, concessions or other agreements permitting anyone other than Cineplex Odeon and the Cineplex Odeon Subsidiaries, to use, manage, occupy or possess any Cineplex Odeon Real Property or any part thereof; (iv) (A) neither Cineplex Odeon nor any Cineplex Oxxx Subsidiary has received any written notes or notices of violation of law or local or municipal ordinances or orders, or regulations, presently noted in or issued by federal, state, local or municipal departments having jurisdiction against or affecting any of the Cineplex Odeon Real Properties that remain uncured and (B) to the Knowledge of Cineplex Odeon the current maintenance, operation, use and occupancy of the Cineplex Odeon Real Properties does not occupied by violate any building, zoning, health, environmental, fire or similar law, ordinance, order or regulation (other than the Company. With Americans with Disabilities Act of 1990, 42 U.S.C. 12183, as amended (the "ADA")) and comparable state and municipal legislation), or the terms and conditions of any of the applicable leases; (v) to the Knowledge of Cineplex Odeon, the Cineplex Odeon Real Properties do not violate the provisions of the ADA and comparable state and municipal legislation based upon the reasonable interpretation and understanding of Cineplex Odeon of the provisions of the ADA and such other legislation and any reference to compliance with laws, or any other reference to like effect, contained in this Agreement with respect to each lease the Cineplex Odeon Real Properties shall, solely as it relates to compliance with the ADA, be deemed to be qualified to the Knowledge of Cineplex Odeon in addition to any other qualifications set forth in this Agreement as may be applicable, and sublease listed in CLAUSE 2.13 neither Cineplex Odeon nor any Cineplex Odeon Subsidiary has received any written notice of violation of the Disclosure Schedule:ADA and/or comparable state and municipal legislation against or affecting the Cineplex Odeon Real Properties that remain uncured; (vi) (aA) neither Cineplex Odeon nor any Cineplex Odeon Subsidiary has received written notice of its failure to obtain any necessary certificate of occupancy (or similar permit) for use of each of the lease theaters located on the Cineplex Odeon Real Properties as a motion picture theater, (B) to Cineplex Odeon's Knowledge, either Cineplex Odeon or sublease is legala Cineplex Odeon Subsidiary possesses the certificate of occupancy and all other certificates, validapprovals, bindingpermits and licenses from any Governmental Entity having jurisdiction over such theaters that are necessary to permit the lawful use and operation of such theaters as motion picture theaters (the "Cineplex Odeon Permits"), enforceable and all of the same are valid and in full force and effect; , and (bC) to the Knowledge of Cineplex Odeon, there is exists no reason which would impair threatened revocation of any certificate of occupancy or any of the lease or sublease Cineplex Odeon Permits; (vii) neither Cineplex Odeon nor any Cineplex Odeon Subsidiary has received any written notice that it has failed to continue obtain any necessary sign permits, illuminated sign permits, and marquee permits from the appropriate Governmental Entity having jurisdiction over existing signs and marquees at the Cineplex Odeon Real Properties, and, to be legalthe Knowledge of Cineplex Odeon, valid, binding, enforceable such permits are valid and in full force and effect immediately following and there exists no threatened revocation of any such permits; (viii) Cineplex Odeon has no Knowledge of any action pending or threatened to adversely change the Closing in accordance with zoning or building ordinances affecting any of the terms thereof as in effect prior to the Closing; (c) the Company is not in breach or default, and no event has occurred which, with notice or lapse of time, would constitute a breach or default or permit termination, modificationCineplex Odeon Real Properties, or acceleration thereunder; of any pending or threatened condemnation of any of the Cineplex Odeon Real Properties; (dix) there are no disputes, oral agreements neither Cineplex Odeon nor any Cineplex Odeon Subsidiary has received any written notice from any insurance carrier of any work required to be performed at any theater located on the Cineplex Odeon Real Properties or forbearance programs in effect as to the lease or sublease; (e) the Company real property on which such theater is located that has not assigned, transferred, conveyed, mortgaged, deeded been performed as of the date hereof or of any defects or inadequacies in trust a Cineplex Odeon Theater that have not been corrected as of the date hereof and which if not corrected could result in termination of insurance coverage or encumbered any interest a material increase in the leasehold or subleasehold; cost thereof; (fx) with respect to all facilities leased or subleased thereunder are supplied with utilities operating Cineplex Odeon Theaters, all water, sewer, gas, electricity, telephone and other services necessary utilities required for the operation of said facilities each such theater located on a Cineplex Odeon Real Property are installed and operating and all installations and connection charges charged to Cineplex Odeon or any Cineplex Odeon Subsidiary pursuant to applicable invoices that are not the subject of a good faith dispute have been paid in full and any installation and connection charges that are properly charges to Cineplex Odeon or such Cineplex Odeon Subsidiary after the date hereof and prior to the Closing Date shall be paid in full, except, in each case, for payments that are current and will be paid in the manner in ordinary course of business; and (xi) Cineplex Odeon has delivered to LTM a statement of theaters currently under construction, or with respect to which construction is pending, planned, contemplated or under study setting forth (A) a brief description of each theater, including location, budget and related financial projections, lease terms, if any, capacity, planned equipment and assumptions regarding attendance, (B) a statement of costs relating to planning, developing, constructing, equipping and supplying each such facilities are currently operated and as presently contemplated by the Company; and theater (g"Theater Costs"), (C) the owner total amount invested in such project as of Mxxxx 00, 0000, (X) an estimate of the facility leased or subleasedamount that will be invested in such project as of February 28, has stated that, it has good 1998 and clear record and marketable title to (E) an estimate of the parcel of real property, free and clear of any Security Interest, easement, covenant or other restriction, total amount that would interfere will be invested in any material respect with the Company's operations thereon, and there have been no actions to believe the contrarysuch project upon its completion (a "Construction Work in Progress Statement").

Real Property Leases. CLAUSE 2.13 of the (a) The Company Disclosure Schedule lists -------------------- and describes briefly all real property leased or subleased to the Company Leases and lists the term of each such leaseLease, whether such Lease contains any extension and expansion options, and the annual rent payable thereunder, the amount of any security deposit paid with respect to such Lease and whether any increases in rents payable under such Lease are contemplated by the terms of such Lease. The Company has delivered to the Buyer Parent true, correct and complete copies of the leases and subleases (as amended to date) listed in CLAUSE 2.13 of the Disclosure Schedule. The Company is not party to, or otherwise obliged with respect to, any lease or sublease for facilities, which are not occupied by the CompanyLeases. With respect to each lease and sublease listed in CLAUSE 2.13 of the Disclosure ScheduleLease: (ai) the lease or sublease such Lease is in full force and effect and is legal, valid, binding, and enforceable against the Company or the Subsidiary and, to the knowledge of the Company, each of the other parties thereto and in full force with respect to any Lease between the Company and effectany Affiliate of the Company, the base rent and any other amounts payable under each Lease are consistent with the fair market lease rates and terms for comparable facilities; (bii) there is no reason which would impair except as set forth in the lease or sublease to Company Disclosure Schedule, such Lease will continue to be legal, valid, binding, binding and enforceable and in full force and effect against the Company immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing; (ciii) except as set forth in the Company Disclosure Schedule, no consent or approval is not required with respect to the transactions contemplated hereby from the other parties to any Lease of real property, no material filing with any Governmental Entity is required in connection therewith and, to the extent that any such consent or filing is required, the Company or the Subsidiary shall obtain or complete such consent or filing prior to the Closing; (iv) neither the Company nor the Subsidiary nor, to the knowledge of the Company, any other party, is in breach or defaultviolation of, or default under, any such Lease in any material respect, and no event act or omission has occurred occurred, and no condition exists, is pending or, to the knowledge of the Company, is threatened, which, after the giving of notice, with notice or the lapse of time, or otherwise, would constitute a breach or default in any material respect by the Company or permit terminationthe Subsidiary or, modificationto the knowledge of the Company, or acceleration thereunderany other party under such Lease; (dv) to the knowledge of the Company, there are no disputes, oral agreements or forbearance programs in effect as to the lease or subleasesuch Lease; (evi) neither the Company nor the Subsidiary has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the any leasehold or subleasehold; (fvii) to the knowledge of the Company, all facilities leased or subleased thereunder are supplied with utilities and other services necessary adequate for the operation of said facilities in the manner in which such facilities are currently operated and as presently contemplated by the Companyfacilities; and (gviii) the owner of the facility leased or subleased, Company has stated that, it has good and clear record and marketable title to the parcel of real property, free and clear no knowledge of any Security Interest, easement, covenant or other restrictionrestriction applicable to the real property subject to such lease which would reasonably be expected to materially impair the current uses or the occupancy by the Company or the Subsidiary of the property subject thereto. (b) Except as set forth in the Company Disclosure Schedule, that would interfere in any material respect with to the knowledge of the Company's operations thereon, there are no defects in the physical condition of any land, buildings or improvements constituting Leased Real Property which are material to the use of such Leased Real Property including, without limitation, structural elements, mechanical systems, parking and loading areas, and there have been no actions all such buildings and improvements are in good operating repair and condition subject to believe normal wear and tear and is suitable for the contrarypurposes for which it is used.

Real Property Leases. CLAUSE Section 2.13 of the Disclosure Schedule lists -------------------- and describes briefly all real property leased or subleased to the Company and lists the term of such lease, any extension and expansion options, and the rent payable thereunderCompany. The Company has delivered to the Buyer true, correct and complete copies of the leases and subleases (as amended to date) listed in CLAUSE Section 2.13 of the Disclosure Schedule. The Company is not party to, or otherwise obliged with respect to, any lease or sublease for facilities, which are not occupied by the Company. With respect to each lease and sublease listed in CLAUSE Section 2.13 of the Disclosure Schedule, except as set forth on Schedule 2.13 of the Disclosure Schedule: (a) the lease or sublease is legal, valid, binding, enforceable and in full force and effecteffect with respect to the Company, and to the Company's best knowledge, is legal, valid, binding, enforceable and in full force and effect with respect to each other party thereto; (b) there is no reason which would impair the lease or sublease to will continue to be legal, valid, binding, enforceable and in full force and effect immediately following the Closing in accordance with the terms thereof as in effect prior to the Closing; (c) the Company is not in breach or default thereunder, to the Company's best knowledge, no other party to the lease or sublease is in breach or default, and no event has occurred which, with notice or lapse of time, would constitute a breach or default or permit termination, modification, or acceleration thereunder; (d) there are no disputes, oral agreements or forbearance programs in effect as to the lease or sublease; (e) the Company has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the leasehold or subleasehold; (f) all facilities leased or subleased thereunder are supplied with utilities and other services necessary for the operation of said facilities in the manner in which such facilities are currently operated and as presently contemplated by the Companyfacilities; and (g) the owner of the facility leased no construction, alteration or subleased, has stated that, it has good and clear record and marketable title other leasehold improvement work with respect to the parcel of real property, free and clear of any Security Interest, easement, covenant lease or other restriction, that would interfere in any material respect with sublease remains to be paid for or performed by the Company's operations thereon, and there have been no actions to believe the contrary.

Real Property Leases. CLAUSE 2.13 of the Disclosure Schedule lists -------------------- and describes briefly all real property leased or subleased to the Company and lists the term of such lease, any extension and expansion options, and the rent payable thereunder. The Company has delivered to the Buyer true, correct and complete copies of the leases and subleases (as amended to date) listed in CLAUSE 2.13 of the Disclosure Schedule. The Company is not party to, or otherwise obliged with respect to, any lease or sublease for facilities, which are not occupied by the Company. With respect to each lease and sublease listed in CLAUSE 2.13 of the Disclosure Schedule: (a) the lease or sublease is legal, valid, binding, enforceable The Company does not own and in full force and effect;has never owned any real property. (b) there is no reason Schedule 3.12(b) sets forth a list of all leases, licenses or similar agreements relating to the Company's use or occupancy of real estate owned by a third party ("Leases"), true and correct copies of which would impair have previously been furnished to Buyer, in each case setting forth (i) the lease or sublease to continue to be legallessor and lessee thereof and the commencement date, validterm and renewal rights under each of the Leases, bindingand (ii) the mailing address (including name of mall, enforceable and if applicable) of each property covered thereby (the "Leased Premises"). The Leases are in full force and effect immediately following the Closing and have not been amended in accordance with the terms thereof as in effect prior writing or otherwise, except to the Closing; (c) the Company is not in breach or defaultextent such amendments have previously been furnished to Buyer, and no party thereto is in default or breach under any such Lease. No event has occurred which, with the passage of time or the giving of notice or lapse of timeboth, would constitute cause a material breach of or default under any of such Leases. Neither the Company nor its agents or permit terminationemployees have received written notice of any claimed abatements, modificationoffsets, defenses or acceleration thereunder;other bases for relief or adjustment. (dc) there are no disputesTo the Knowledge of the Company, oral agreements or forbearance programs in effect as to the lease or sublease; (e) the Company has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any a valid leasehold interest in the leasehold or subleasehold; (f) all facilities leased or subleased thereunder are supplied with utilities and other services necessary for the operation of said facilities in the manner in which such facilities are currently operated and as presently contemplated by the Company; and (g) the owner of the facility leased or subleased, has stated that, it has good and clear record and marketable title to the parcel of real propertyeach Leased Premises, free and clear of any Security InterestLiens, easementencumbrances, covenant covenants and easements or other restriction, title defects that would interfere in any material respect with have had or could reasonably be expected to have an adverse effect on the Company's operations thereonuse and occupancy of the Leased Premises. The Company has not received notice of (a) any condemnation, eminent domain or similar proceeding affecting any portion of the Leased Premises or any access thereto, and, to the Knowledge of the Company, no such proceedings are contemplated, (b) any special assessment or pending improvement liens to be made by any governmental authority which may affect any of the Leased Premises, or (c) any violations of building codes and/or zoning ordinances or other governmental regulations with respect to the Leased Premises which remain unremedied. (d) Schedule 3.12(d) sets forth, for each contemplated real property lease of a store location or proposed store location with respect to which the Company has reached an agreement in principle but has not yet signed a written agreement (each a "Proposed Store Location"), the mailing address (including name of mall, if applicable) and a brief description of each of the following items: (A) proposed monthly rental and escalation provisions, (B) lease term and renewal options, (C) annual breakeven points for percentage rent, (D) percentage rent rate, if applicable, and there have been no actions to believe the contrary(E) walkaway provisions.

Real Property Leases. CLAUSE 2.13 Section 2.15 of the Disclosure Schedule lists -------------------- all written leases or subleases, and agreements to lease or sublease, and describes briefly all real property leased oral leases or subleased subleases, pursuant to which the Company and lists the term of such lease, any extension and expansion options, and the rent payable thereunder. The Company leases or subleases or has delivered agreed to the Buyer true, correct and complete copies of the leases and subleases (as amended to date) listed in CLAUSE 2.13 of the Disclosure Schedule. The Company is not party to, or otherwise obliged with respect to, any lease or sublease for facilities, which are not occupied by the Companyany real property. With respect to each lease and sublease listed or described in CLAUSE 2.13 Section 2.15 of the Disclosure ScheduleSchedule except as may be made applicable solely by the operation of applicable law as a result of the Merger: (a) to the Knowledge of the Company, the lease or sublease is legal, valid, binding, enforceable against the Company and in full force and effect; (b) there is no reason which would impair the lease or sublease will not automatically terminate, nor will the other party thereto have the right to continue to be legalterminate it, validas a result of the Merger, bindingexcept if the lessor of the property leased by the Company at 0000 Xxxxxxx Xxxxxxxxx, enforceable and in full force and effect immediately following Xxxxxxxx, Xxxxxxxxxx (the Closing in accordance with the terms thereof as in effect prior "Gateway Property") properly withholds its consent to the Closingchange of control of the Company effected by the Merger and thereupon exercises a right of termination under the lease for such property; (c) neither the Company nor, to the Knowledge of the Company, the other party to the lease or sublease is not in breach or default, and no event has occurred which, with notice or lapse of time, would constitute a breach or default by the Company or, to the Knowledge of the Company, the other party thereto or permit termination, modification, or acceleration thereunderthereunder by the other party thereto; (d) there are no disputes, material oral agreements or forbearance programs in effect as to the lease or subleasesublease and the Company has not received any notice of, nor has any Knowledge of, a dispute with another party to the lease or sublease which has not been resolved or waived; (e) the Company has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the leasehold or subleasehold, except for the two subleases by the Company of the Gateway Property listed on Section 2.15(e) of the Disclosure Schedule; (f) all facilities leased or subleased thereunder are supplied with access, utilities and other services necessary for the operation of said facilities in the manner in which such facilities and such operations are currently operated and as presently contemplated by in conformity with any certificate of occupancy (or the Companyequivalent thereof) issued for the property underlying the leases or subleases; and (g) without having made any inquiry, the Company has no reason to believe that the owner of the facility leased or subleased, has stated that, it has subleased does not have good and clear record and marketable title to the parcel of real property, free and clear of subject to any Security Interest, easement, covenant or other restriction, that would interfere in any material respect with the Company's operations thereon, and there have been no actions to believe the contraryrestriction of record.

Real Property Leases. CLAUSE 2.13 (a) None of the Disclosure Schedule lists -------------------- and describes briefly all real property used or occupied by Seller (“Seller Real Property”) is owned by Seller. All of Seller Real Property is leased or subleased to the Company and lists the term of such lease, any extension and expansion options, and the rent payable thereunder. The Company has delivered to the Buyer true, correct and complete copies of the leases and subleases (as amended to date) listed in CLAUSE 2.13 of the Disclosure Schedule. The Company is not party to, or otherwise obliged with respect to, any lease or sublease for facilities, which are not occupied by the Company. With respect to each lease and sublease listed in CLAUSE 2.13 of the Disclosure Schedule: (a) the lease or sublease is legal, valid, binding, enforceable and in full force and effect;Seller. (b) there Section 2.7(b) of Seller Disclosure Schedule sets forth all leases, subleases and other agreements pursuant to which Seller derives its rights in Seller Real Property (the “Leases”), including, with respect to each such Lease, the identity of the landlord or sublandlord, the addresses, the date of such Lease and each amendment thereto. If any of the Leases is no reason which would impair a sublease, then, any applicable master/prime lease and its parties shall also be described, and similar details set forth, on Section 2.7(b) of Seller Disclosure Schedule, and, to Seller’s Knowledge, all of the lease or sublease representations in this Section 2.7 regarding the status of such Lease are also hereby made as to continue to be legal, valid, binding, enforceable and in full force and effect immediately following the Closing in accordance with the terms thereof as in effect prior to the Closing;such master/prime lease. (c) the Company is not The Leases are valid, binding and enforceable in breach accordance with their respective terms, subject to any applicable bankruptcy, insolvency, reorganization, moratorium or defaultother similar laws now or hereinafter in effect relating to creditors' rights generally or to general principles of equity, and no to Seller’s Knowledge, there does not exist under any such Lease or under any agreement constituting a Permitted Lien on Seller Real Property any material default by Seller or, to Seller’s Knowledge, by any other Person, or any event has occurred whichthat, with or without notice or lapse of timetime or both, would constitute a breach material default by Seller or default by any other Person. Except as set forth on Section 2.7(b) of Seller Disclosure Schedule no consents, waivers or permit termination, modification, or acceleration thereunder; (d) there approvals relating to Seller Real Property are no disputes, oral agreements or forbearance programs required in effect as to the lease or sublease; (e) the Company has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the leasehold or subleasehold; (f) all facilities leased or subleased thereunder are supplied with utilities and other services necessary for the operation of said facilities in the manner in which such facilities are currently operated and as presently contemplated by the Company; and (g) the owner of the facility leased or subleased, has stated that, it has good and clear record and marketable title to the parcel of real property, free and clear of any Security Interest, easement, covenant or other restriction, that would interfere in any material respect connection with the Company's operations thereonTransactions, and there have been no actions to believe whether under the contraryLeases or under any Permitted Liens.

Real Property Leases. CLAUSE 2.13 Part 3.12 of the Disclosure Schedule lists -------------------- contains a list of any Real Property owned by the Company (the "Owned Real Property"), and describes briefly all real property leased leases and agreements for the rental of Real Property to which the Company is a party (as lessor or subleased lessee) or, to the Knowledge of the Company and lists or the term of Sellers, by which such lease, any extension and expansion options, and Real Property may be bound (the rent payable thereunder"Leased Real Property"). The Company has good and marketable title to the Owned Real Property, and has valid and existing leasehold interests in all of the Leased Real Property that it possesses, operates or occupies (or has similar rights to possess, operate or occupy). All Owned Real Property is free and clear of all Encumbrances, except for Permitted Liens. A true and complete copy of each Lease has heretofore been delivered to the Buyer true, correct and complete copies of the leases and subleases (as amended to date) listed in CLAUSE 2.13 of the Disclosure SchedulePurchaser. The Company Each Lease is not party to, or otherwise obliged with respect to, any lease or sublease for facilities, which are not occupied by the Company. With respect to each lease and sublease listed in CLAUSE 2.13 of the Disclosure Schedule: (a) the lease or sublease is legal, valid, binding, binding and enforceable in accordance with its terms and is in full force and effect; (b) there . The leasehold estate created by each Lease is no reason which would impair the lease or sublease to continue to be legal, valid, binding, enforceable and in full force and effect immediately following the Closing in accordance with the terms thereof as in effect prior to the Closing; (c) the Company is not in breach or default, and no event has occurred which, with notice or lapse of time, would constitute a breach or default or permit termination, modification, or acceleration thereunder; (d) there are no disputes, oral agreements or forbearance programs in effect as to the lease or sublease; (e) the Company has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the leasehold or subleasehold; (f) all facilities leased or subleased thereunder are supplied with utilities and other services necessary for the operation of said facilities in the manner in which such facilities are currently operated and as presently contemplated by the Company; and (g) the owner of the facility leased or subleased, has stated that, it has good and clear record and marketable title to the parcel of real property, free and clear of all Encumbrances, except for Permitted Liens. There are no existing defaults by the Company under any Security Interestof the Leases. No event has occurred that (whether with or without notice, easementlapse of time or the happening or occurrence of any other event) would constitute a default under any Lease. No modification of the rights or obligations of the lessee under any Lease is required to obtain the Consent of the lessor under each Lease. The Leased Real Property (including, covenant or other restrictionwithout limitation, that would interfere in any material respect with the Company's operations all building, structures, improvements and fixtures located thereon, thereunder, thereover or therein, and there all appurtenances thereto and other aspects thereof): (1) is in good operating condition and repair and is structurally sound and free of defects, with no material alterations or repairs being required thereto under applicable law or insurance company requirements; and (2) is otherwise suitable, sufficient, adequate and appropriate in all respects (including, physical, structural, operational, legal, practical or otherwise) for its current use, operation and occupancy, except for such failures as could not, individually or in the aggregate, reasonably be expected to have been no actions a Material Adverse Effect. No condemnation, eminent domain, or similar proceeding exists, is pending or, to believe the contraryKnowledge of the Sellers, is threatened, with respect to or that could affect, any Leased Real Property, except for such proceedings as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Real Property Leases. CLAUSE 2.13 Section 3.15(a) of the LTM Disclosure Schedule Statement lists -------------------- and describes briefly all real property leased by LTM and all LTM Subsidiaries (the "LTM Leased Real Properties") and all real property owned by LTM and all LTM Subsidiaries (the "LTM Owned Real Properties," and together with the LTM Leased Real Properties, the "LTM Real Properties"). For each LTM Leased Real Property, Section 3.15(a) of the LTM Disclosure Statement sets forth the following information as at the date of this Agreement: (i) the address of the property; (ii) the name of the landlord, manager or subleased payee, as appropriate; (iii) the name of the tenant; (iv) the date of the lease and all amendments thereto; (v) the current expiration date of such lease; (vi) any options to the Company and lists extend the term of such lease; (vii) if a theater site, the number of screens at such theater; (viii) whether the theaters on such site are operating or non-operating; (ix) whether the landlord's consent is required as a result of the Transactions; (x) any landlord right to terminate the lease (other than arising from a default, casualty, or condemnation); (xi) with respect solely to those theaters located in markets where Cineplex Odeon has theaters, any extension tenant radius restrictions set forth in such lease; (xii) whether the landlord has sent to the tenant under such lease a notice of default or a notice of termination of such lease which remains uncured; (xiii) whether the tenant under such lease is obligated to purchase such property; (xiv) whether such lease is required to be accounted for under GAAP as a capitalized lease; (xv) whether there are any leasehold mortgages secured by such lease and expansion optionswhether the consent of the mortgagee is required in connection with the Transactions; and (xvi) whether the rent, common area charges, taxes or other payments due under such lease are in arrears in excess of 60 days. For each LTM Owned Real Property, Section 3.15(a) of the LTM Disclosure Statement lists as at the date of this Agreement: (i) the address for each such property and (ii) whether the consent of any mortgage or lien holder of such property is required as a result of the Transactions. Except for such exceptions as would not have a LTM Material Adverse Effect and except for (A) the items set forth in Section 3.15(a) of the LTM Disclosure Statement; (B) zoning and planning restrictions, easements, permits and other restrictions or limitations of public record affecting the use of such properties; provided that, individually and in the aggregate, such restrictions, easements and permits do not materially impair the use of such properties as motion picture theaters or for such other purposes as such properties are currently being used; (C) mechanic's liens or other similar Encumbrances arising in the ordinary course of business and securing obligations not yet due and payable; and (D) other Encumbrances that individually and in the aggregate do not materially impair the ability of the owner to obtain financing by using such assets as collateral, (I) LTM and the rent payable thereunderLTM Subsidiaries have good and marketable and insurable title to the LTM Owned Real Properties, (II) such properties are free and clear of all mortgages, liens, leases, tenancies, security interests, options to purchase or lease and rights of first refusal and (III) except for any matter of public record affecting the use of such properties, such properties are free and clear of all covenants, conditions, Encumbrances, restrictions, rights-of-way, easements, servitudes, judgments or other imperfections of title. The Company has delivered to the Buyer true, correct and complete copies of the leases and subleases (as amended to date) items listed in CLAUSE 2.13 of subsections (A) through (D) above are hereinafter collectively referred to as the Disclosure Schedule. The Company is not party to, or otherwise obliged with respect to, any lease or sublease for facilities, which are not occupied by the Company. "LTM Permitted Encumbrances." With respect to each lease and sublease listed in CLAUSE 2.13 the LTM Leased Real Properties, to the Knowledge of the Disclosure Schedule: (a) the lease or sublease is legal, valid, binding, enforceable and LTM all such leases are in full force and effect; . Except for such exceptions as would not have a LTM Material Adverse Effect, (bi) there is no reason which all such leases are the result of bona-fide arm's-length negotiations between the parties and (ii) LTM and the LTM Subsidiaries are not in arrears in the payment of rents, common area charges, real estate taxes or other amounts due under any such leases in excess of 60 days. As at the date of this Agreement, except for such exceptions as would impair not have a LTM Material Adverse Effect, with respect to each LTM Leased Real Property, so long as the tenant performs all of its obligations under such lease or sublease to continue to be legalwithin applicable notice and grace periods, valid, binding, enforceable and in full force and effect immediately following the Closing in accordance with the terms thereof as in effect prior to the Closing; (ci) the Company rights of LTM or any LTM Subsidiary under such lease cannot be legally terminated by the landlord thereof and (ii) LTM's or such Subsidiary's possession of such LTM Leased Real Property and the use and enjoyment thereof cannot be legally disturbed by any landlord. Except for such exceptions as would not have a LTM Material Adverse Effect, LTM is not in breach or defaultobligated to purchase any LTM Leased Real Property, and no event has occurred whichLTM Leased Real Property is required to be accounted for under GAAP as a capitalized lease. To the Knowledge of LTM, with notice or lapse of timeexcept for such exceptions as would not have a LTM Material Adverse Effect, would constitute a breach or default or permit termination, modification, or acceleration thereunder; (d) there are no disputes, oral agreements or forbearance programs in effect as to the lease or sublease; (e) the Company has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the leasehold or subleasehold; (f) all facilities leased or subleased thereunder are supplied with utilities and other services necessary for the operation of said facilities in the manner in which such facilities are currently operated and as presently contemplated by the Company; and (g) the owner of the facility leased or subleased, has stated that, it has good and clear record and marketable title to the parcel of real property, free and clear of any Security Interest, easement, covenant or other restriction, intended public improvements that would interfere will result in any material respect with charge being levied against, or in the Company's operations thereoncreation of any Encumbrances upon the LTM Owned Real Properties or any portion thereof, and there have been are no actions options, rights of first refusal, rights of first offer or other similar rights with respect to believe the contraryLTM Owned Real Properties.

Real Property Leases. CLAUSE 2.13 Section 3.15 of the -------------------- Disclosure Schedule lists -------------------- and describes briefly all real property leased or subleased to the Company or any Subsidiary and lists the term of such leaselease or sublease, any extension and expansion options, and the rent payable thereunder. The Sellers have caused the Company has delivered to provide the Buyer true, with access to correct and complete copies of the leases and subleases (as amended to date) listed in CLAUSE 2.13 Section 3.15 of the Disclosure Schedule. The Company is not party to, or otherwise obliged with respect to, any lease or sublease for facilities, which are not occupied by the Company. With respect to each lease and sublease listed in CLAUSE 2.13 Section 3.15 of the Disclosure Schedule: (a) the lease or sublease is legal, valid, binding, enforceable and in full force and effect; (b) there is no reason which would impair the lease or sublease to will continue to be legal, valid, binding, enforceable and in full force and effect immediately following the Closing in accordance with the terms thereof as in effect prior to the Closing; (c) neither the Company or any Subsidiary nor, to the Knowledge of the Sellers, any other party to the lease or sublease is not in breach or defaultdefault in any material respect, and no event has occurred which, with notice or lapse of time, would constitute a any such breach or default default, or permit termination, modification, or acceleration thereunder; (d) to the Knowledge of the Sellers, there are no disputes, oral agreements or forbearance programs in effect as to the lease or sublease; (e) neither the Company nor any Subsidiary has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the leasehold or subleasehold;; and (f) all facilities leased or subleased thereunder are supplied with utilities and other services necessary for the operation of said facilities in the manner in which such facilities are currently operated and as presently contemplated by the Company; and (g) the owner of the facility leased or subleased, has stated that, it has good and clear record and marketable title to the parcel of real property, free and clear of any Security Interest, easement, covenant or other restriction, that would interfere in any material respect with the Company's operations thereon, and there have been no actions to believe the contraryfacilities.

Real Property Leases. CLAUSE 2.13 Section 3.12 of the Disclosure Schedule lists -------------------- and describes briefly all real property leased or subleased to the Company Leases and lists the term of such leaseLease, any extension and expansion options, and the rent payable payable, security deposit, maintenance and like charges thereunder, and any advance rent thereunder. The Company has delivered to the Buyer true, correct complete and complete accurate copies of the leases and subleases Leases (as amended to date) listed except for any unwritten Lease, in CLAUSE 2.13 which case, Section 3.12 of the Disclosure ScheduleSchedule sets forth all material terms and provisions of such unwritten Lease). The real property leased, subleased, licensed or otherwise occupied pursuant to the Leases is referred to herein as the “Leased Real Property”. The Company is does not party tonow and has never leased, subleased, licensed or otherwise obliged with respect to, occupied any lease or sublease for facilities, which are not occupied by real estate other than the CompanyOwned Real Property and the Leased Real Property. With respect to each lease and sublease listed in CLAUSE 2.13 of the Disclosure ScheduleLease: (a) the lease or sublease such Lease is legal, valid, binding, enforceable and in full force and effecteffect against the Company and, to the Company’s Knowledge, against each other party thereto; (b) there is no reason which would impair the lease or sublease to such Lease will continue to be legal, valid, binding, enforceable and in full force and effect against the Company and, to the Company’s Knowledge, against each other party thereto immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing; (c) none of the Company or, to the Knowledge of the Company, any other party, is not in breach or defaultviolation of, or default under, any such Lease, and no event has occurred occurred, is pending or, to the Knowledge of the Company, is threatened, which, after the giving of notice, with notice or lapse of time, or otherwise, would constitute a breach or default or permit terminationby the Company or, modificationto the Knowledge of the Company, or acceleration thereunderany other party under such Lease; (d) there are no disputes, oral agreements or forbearance programs in effect as to the lease or subleasesuch Lease; (e) the Company has not assigned, subleased, licensed, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the leasehold such Lease or subleaseholdLeased Property; (f) all facilities leased or subleased thereunder are supplied with utilities and other services necessary adequate for the operation of said facilities facilities, in each case, from adjacent public roads abutting the manner in which such facilities are currently operated and as presently contemplated by the Company; andLeased Property; (g) the owner Company has no Knowledge of any Security Interest, easement, covenant or other restriction applicable to the real property subject to such Lease which would reasonably be expected to impair the current uses or the occupancy by the Company of the facility leased property subject thereto; (h) no construction, alteration or subleasedother leasehold improvement work with respect to the Lease remains to be paid for or performed by the Company; (i) the Company is not obligated to pay any leasing or brokerage commission relating to such Lease and will not have any obligation to pay any leasing or brokerage commission upon the renewal of the Lease; (j) the Financial Statements contain adequate reserves to provide for the restoration of the property subject to the Lease at the end of the respective Lease term, has stated that, it to the extent required by the Lease; (k) the landlord under each of the Leases has good and clear record and marketable title to such Leased Real Property, and the parcel of real propertyCompany has good and clear record and marketable leasehold title to the Leased Real Property, in each case insurable by a recognized national title insurance company at standard rates, free and clear of any Security Interest, easement, environmental lien or other lien, environmental use restriction, covenant or other restrictionrestriction or other encumbrance, except for recorded easements, covenants and other non-environmental restrictions which do not impair the uses, occupancy or value of such Leased Real Property; provided, that would interfere neither the Leased Real Property nor the Lease are subject to a Security Interest. (l) there are no (i) pending or, to the Knowledge of the Company, threatened condemnation proceedings relating to such Leased Real Property or any Lease, (ii) pending or, to the Knowledge of the Company, threatened litigation or administrative actions relating to such Leased Real Property and Leases or (iii) other matters affecting adversely the Intended Uses, occupancy or value thereof; (m) the legal description for such Leased Real Property contained in the Lease thereof describes such Leased Real Property fully and adequately; the Leased Real Property, including the buildings and improvements located thereon, leased thereunder or used in connection therewith, may be used as of right under, and is in compliance with, applicable zoning and land use Laws, building codes and other municipal or governmental requirements for the Intended Uses, and such buildings and improvements are located within the boundary lines of the described parcels of land, are not in violation of current setback requirements, zoning Laws and ordinances and do not encroach on any material respect easement which may burden the land; the land does not serve any adjoining property for any purpose inconsistent with the Company's operations thereonuse of the land; and such Leased Real Property is not located within any flood plain or subject to any similar type restriction for which any permits or licenses necessary to the use thereof have not been obtained; (n) there are no outstanding options or rights of first refusal to purchase, lease or take and assignment or sublease of or under such Lease or Leased Real Property, or any portion thereof or interest therein; (o) such Leased Real Property abuts on and has direct vehicular access to a public road or access to a public road via a permanent, irrevocable, appurtenant easement benefiting such property; (p) the Company has not received notice of, and to the Knowledge of the Company, there have been is no actions proposed or pending proceeding to believe change or redefine the contraryzoning classification of all or any portion of such Leased Real Property; (q) the improvements constructed on such Leased Real Property are in good condition and proper order, free of roof leaks, insect infestation, and material construction defects, as applicable, and all mechanical and utility systems servicing such improvements, as applicable, are in good condition and proper working order, free of material defects; (r) such Leased Real Property is an independent unit which does not rely on any facilities (other than the facilities of public utility and water companies) located on any other property (i) to fulfill any zoning, building code, or other municipal or governmental requirement, (ii) for structural support or the furnishing of any essential building systems or utilities, including, but not limited to electric, plumbing, mechanical, heating, ventilating, and air conditioning systems, or (iii) to fulfill the requirements of the Lease. No building or other improvement not included in such Leased Real Property relies on any part of such Leased Real Property to fulfill any zoning, building code, or other municipal or governmental requirement or for structural support or the furnishing of any essential building systems or utilities. Such Leased Real Property is assessed by local property assessors as a tax parcel or parcels separate from all other Tax parcels; and (s) the Company has delivered to the Buyer complete and accurate copies of all of the following materials relating to such Leased Real Property: title insurance policies and commitments; deeds; encumbrance and easement documents and other documents and agreements affecting title to or for operation of such Leased Real Property; surveys; as-built construction plans; construction contracts and warranties; appraisals; structural inspection, soils, environmental assessment and similar reports.

Real Property Leases. CLAUSE 2.13 Section 2.12 of the Disclosure Schedule -------------------- lists -------------------- and describes briefly all real property leased or subleased to the Company Leases and lists the term of such leaseLease, any extension and expansion options, and the rent payable thereunder. The Company has delivered to the Buyer true, correct complete and complete accurate copies of the leases and subleases (as amended to date) listed in CLAUSE 2.13 of the Disclosure Schedule. The Company is not party to, or otherwise obliged with respect to, any lease or sublease for facilities, which are not occupied by the CompanyLeases. With respect to each lease and sublease listed in CLAUSE 2.13 of the Disclosure ScheduleLease: (a) the lease or sublease such Lease is legal, valid, binding, enforceable and in full force and effecteffect against the Company or the Subsidiary that is the party thereto and, to the Knowledge of the Company, against each other party thereto; (b) there is no reason which would impair the lease or sublease to such Lease will continue to be legal, valid, binding, enforceable and in full force and effect against the Company or the Subsidiary that is the party thereto and, to the Knowledge of the Company, against each other party thereto, immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing; (c) neither the Company nor any Subsidiary nor, to the Knowledge of the Company, any other party to the Lease is not in breach or defaultviolation of, or default under, any such Lease, and no event has occurred occurred, is pending or, to the Knowledge of the Company, is threatened, which, after the giving of notice, with notice or lapse of time, or otherwise, would constitute a breach or default by the Company or permit terminationany Subsidiary or, modificationto the Knowledge of the Company, or acceleration thereunderany other party under such Lease; (d) there are no disputes, oral agreements or forbearance programs in effect as to the lease or subleasesuch Lease; (e) neither the Company nor any Subsidiary has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the leasehold or subleasehold; (f) all facilities leased or subleased thereunder are supplied with utilities and other services necessary adequate for the operation of said facilities in as conducted during the manner in which such facilities are currently operated and as presently contemplated period covered by the Company; andFinancial Statements; (g) the owner of the facility leased or subleased, has stated that, it has good and clear record and marketable title to the parcel of real property, free and clear Company is not aware of any Security Interest, easement, covenant or other restrictionrestriction applicable to the real property subject to such lease which would reasonably be expected to impair the current uses or the occupancy by the Company or a Subsidiary of the property subject thereto; (h) no construction, that would interfere in alteration or other leasehold improvement work with respect to the Lease remains to be paid for or performed by the Company or any material respect with Subsidiary; (i) neither the Company's operations thereon, Company nor any Subsidiary is obligated to pay any leasing or brokerage commission relating to such Lease and there will not have been no actions any obligation to believe pay any leasing or brokerage commission upon the contraryrenewal of the Lease; and (j) neither the Company nor any Subsidiary has any obligation under any Lease to restore any property subject to any Lease at the end of the respective Lease term.

Real Property Leases. CLAUSE 2.13 Section 2.14 of the Disclosure Schedule lists -------------------- and describes briefly all real property leased or subleased to or by the Company and lists the term of such lease, any extension and expansion options, and the rent payable thereunderCompany. The Company has delivered to the Buyer true, correct and complete copies of the leases and subleases (as amended to date) listed in CLAUSE 2.13 Section 2.14 of the Disclosure Schedule. The Company is not party to, or otherwise obliged with respect to, any lease or sublease for facilities, which are not occupied by the Company. With respect to each lease and sublease listed in CLAUSE 2.13 Section 2.14 of the Disclosure Schedule: (a) the lease or sublease is legal, valid, binding, enforceable and in full force and effecteffect with respect to the Company, and to the Company's knowledge, is legal, valid, binding, enforceable and in full force and effect with respect to each other party thereto; (b) there is no reason which would impair the lease or sublease to will continue to be legal, valid, binding, enforceable and in full force and effect immediately following the Closing in accordance with the terms thereof as in effect prior to the Closing; (c) the Company is not in breach or default thereunder, to the Company's knowledge, no other party to the lease or sublease is in breach or default, and and, to the Company's knowledge, no event has occurred which, with notice or lapse of time, would constitute a breach or default or permit termination, modification, or acceleration thereunder; (d) to the Company's knowledge, there are no disputes, oral agreements or forbearance programs in effect as to the lease or sublease; (e) the Company has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the leasehold or subleasehold; (f) all facilities leased or subleased thereunder are supplied with utilities and other services necessary for the operation of said facilities in the manner in which such facilities are currently operated and as presently contemplated by the Companyfacilities; and (g) the owner of the facility leased no construction, alteration or subleased, has stated that, it has good and clear record and marketable title other leasehold improvement work with respect to the parcel of real property, free and clear of any Security Interest, easement, covenant lease or other restriction, that would interfere in any material respect with sublease remains to be paid for or performed by the Company's operations thereon, and there have been no actions to believe the contrary.

Real Property Leases. CLAUSE 2.13 (a) The Contributed Assets do not consist of the Disclosure Schedule lists -------------------- and describes briefly all real property leased or subleased to the Company and lists the term of such lease, any extension and expansion options, and the rent payable thereunder. The Company Owned Real Property. (b) Seller has delivered to the Buyer true, Company correct and complete copies of the leases and subleases (subleases, as amended to date) , listed in CLAUSE 2.13 of the Disclosure Schedule. The Company is not party to, or otherwise obliged with respect to, any lease or sublease for facilities, which are not occupied by the CompanySchedule 2.2(g) hereto. With respect to each lease and or sublease listed in CLAUSE 2.13 of the Disclosure Schedulefor Leased Real Property: (ai) the The lease or sublease is legal, valid, binding, enforceable and in full force and effect; (bii) there is no reason which would impair Except as set forth on Schedule 3.11(b), the lease or sublease to will continue to be legal, valid, binding, enforceable and in full force and effect immediately on identical terms following the Closing in accordance with consummation of the terms thereof as in effect prior to the Closingtransactions contemplated hereby; (ciii) No party to the Company lease or sublease is not in breach or default, and no event has occurred which, with notice or lapse of time, would constitute a breach or default or permit termination, modification, modification or acceleration thereunder; (div) there No party to the lease or sublease has repudiated any provision thereof; (v) There are no material disputes, oral agreements or forbearance programs in effect as to the lease or sublease; (evi) With respect to each sublease, the Company representations and warranties set forth in Sections 3.11(b)(i) through 3.11(b)(v) above are true and correct with respect to the underlying lease; (vii) Seller has not assigned, transferred, conveyed, mortgaged, deeded in trust trust, imposed a Lien on or encumbered any interest in the leasehold or subleasehold; (fviii) All facilities leased or subleased thereunder have received all material approvals of Authorities (including licenses, permits, certificates, authorizations and registrations) required in connection with the operation thereof and have been operated and maintained in all material respects in accordance with applicable laws, ordinances, rules and regulations; and (ix) All facilities leased or subleased thereunder are supplied with utilities and other services necessary for the operation of said facilities in the manner in which such facilities are currently operated and as presently contemplated by the Company; and (g) the owner of the facility leased or subleased, has stated that, it has good and clear record and marketable title to the parcel of real property, free and clear of any Security Interest, easement, covenant or other restriction, that would interfere in any material respect with the Company's operations thereon, and there have been no actions to believe the contraryfacilities.

Real Property Leases. CLAUSE 2.13 of the Disclosure Schedule 3.11 lists -------------------- and describes briefly all real property leased or subleased to the Company and lists the term of such lease, any extension and expansion options, and the rent payable thereunderLeases. The Company has delivered to the Buyer true, correct complete and complete accurate copies of the leases and subleases (as amended to date) listed in CLAUSE 2.13 of the Disclosure Schedule. The Company is not party to, or otherwise obliged with respect to, any lease or sublease for facilities, which are not occupied by the CompanyLeases. With respect to each lease and sublease listed in CLAUSE 2.13 of the Disclosure ScheduleLease: (a) the lease or sublease such Lease is legal, valid, binding, enforceable and in full force and effect; (b) there is no reason which would impair the lease or sublease to such Lease will continue to be legal, valid, binding, enforceable and in full force and effect immediately following the Closing Closing-in accordance with the terms thereof as in effect immediately prior to the Closing; (c) neither the Company, its Subsidiaries nor, to the knowledge of the Company or its Subsidiaries, any other party, is not in breach or defaultviolation of, or default under, any such Lease, and no event has occurred occurred, is pending or, to the knowledge of the Company or its Subsidiaries, is threatened, which, after the giving of notice, with notice or lapse of time, or otherwise, would constitute a breach or default by the Company or permit terminationits Subsidiaries or, modificationto the knowledge of the Company or its Subsidiaries, or acceleration thereunderany other party under such Lease; (d) there are no disputes, oral agreements or forbearance programs in effect as to the lease or sublease; (e) the Company has and its Subsidiaries have not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the leasehold or subleasehold; (e) there are no disputes, oral agreements, or forbearance programs in effect as to the lease or sublease; (f) all facilities leased or subleased thereunder have received all material approvals of Governmental Entities (including licenses and permits) required in connection with the operation thereof, and have been and currently are operated and maintained in accordance with applicable laws, rules, and regulations; (g) all facilities leased or subleased thereunder are supplied with utilities and other services necessary adequate for the operation of said facilities in the manner in which such facilities are currently operated and as presently contemplated by the Companyfacilities; and (gh) the owner of the facility leased or subleased, has stated that, it has good and clear record and marketable title to the parcel of real property, free and clear of any Security Interestthere is no Encumbrance, easement, covenant or other restriction, that restriction applicable to the real property subject to such lease which would interfere in any material respect with reasonably be expected to materially impair the Company's operations thereon, and there have been no actions to believe current uses or the contraryoccupancy by the Company or its Subsidiaries of the property subject thereto.

Real Property Leases. CLAUSE 2.13 of the Disclosure Schedule lists -------------------- (a) The Borrower shall not, and describes briefly all real property leased shall not cause or subleased to allow the Company and lists the term of such leaseto, any extension and expansion options(i) sell, and the rent payable thereunder. The Company has delivered to the Buyer trueassign, correct and complete copies of the leases and subleases (as amended to date) listed in CLAUSE 2.13 of the Disclosure Schedule. The Company is not party tosublease, or otherwise obliged with respect totransfer to any Person (including, without limitation, another Borrower Entity), in whole or in part, or impose any overriding royalty (other than overriding royalties existing as of the Closing) or other burden on, any lease or sublease for facilitiesReal Property Lease, which are not occupied by the Company. With respect to each lease and sublease listed in CLAUSE 2.13 any leasehold estate created thereunder, any of the Disclosure Schedule: (a) the lease Leased Premises subject thereto or sublease is legalany right or interest therein, valid, binding, enforceable and in full force and effect;thereon or thereunder. (b) there is no reason which would impair The Borrower shall not, and shall not cause or allow any other Borrower Entity to, amend, restate, amend and restate, supplement, surrender, release, partially surrender, partially release or otherwise modify any Real Property Lease in any material respect, except solely to extend the lease term thereunder; provided, the Lender shall not unreasonably withhold, condition or sublease delay its consent to continue any amendment or modification of any Real Property Lease so long as such amendment or modification could not reasonably be expected to be legal, valid, binding, enforceable and decrease the value of any Collateral in full force and effect immediately following the Closing any material respect or result in accordance with the terms thereof as in effect prior to the Closing;any Default or Material Adverse Effect. (c) Notwithstanding anything to the Company is not contrary set forth in breach or defaultthis Agreement, the Borrower shall not, and no event has occurred whichshall not cause or allow any other Borrower Entity (other than the Company) to, (i) enter into any lease with notice respect to any coal reserves or lapse lands that constitute any part of timethe Leasehold Premises under or in respect of any Real Property Lease as of the Closing Date or (ii) own, would constitute a breach purchase or default or permit termination, modification, or acceleration thereunder; (d) there are no disputes, oral agreements or forbearance programs in effect as to the lease or sublease; (e) the Company has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered acquire any interest in the leasehold (x) any coal reserves or subleasehold; (f) all facilities leased or subleased thereunder are supplied with utilities and other services necessary for the operation of said facilities in the manner in which such facilities are currently operated and as presently contemplated by the Company; and (g) the owner lands that constitute part of the facility leased Leasehold Premises under or subleased, has stated that, it has good and clear record and marketable title to the parcel of real property, free and clear in respect of any Security InterestReal Property Leases as of the Closing Date or (y) any Leasehold Fixtures (other than Mxxxx Plant Assets that are subject to a Lender Lien that is a valid, easementenforceable and perfected first priority Lien, covenant or other restriction, that would interfere subject (only in any material respect with the Company's operations thereon, and there have been no actions terms of priority) only to believe the contraryPermitted Third-Party Permitted Liens).

Real Property Leases. CLAUSE 2.13 Section 2.12 of the Company Disclosure Schedule lists -------------------- and describes briefly all real property (other than tower sites) leased or subleased to the Company and lists Debtors, indicating, in each case, the term of such lease, the lease and any extension and expansion options, options and the rent payable thereunderunder such lease. The Company has delivered Debtors have made available to the Buyer true, correct true and complete copies of the all such leases and subleases (each as amended to date) listed in CLAUSE 2.13 ), together with true and complete lists of the tower sites omitted from Section 2.12 of the Company Disclosure Schedule. The Company is not party to, or otherwise obliged with respect to, any lease or sublease for facilities, which are not occupied by the Company. With respect to each such lease and sublease listed in CLAUSE 2.13 of the Disclosure Schedulesublease: (a) the lease or sublease is legal, valid, binding, enforceable and in full force and effect, subject to the effect of the Chapter 11 Proceeding and bankruptcy, insolvency, moratorium or other similar laws affecting the enforcement of creditors' rights generally and except as the availability of equitable remedies may be limited by general principles of equity; (b) there is no reason which would impair if assumed pursuant to the Amended Plan, the lease or sublease to will continue to be legal, valid, binding, enforceable and in full force and effect immediately following the Closing in accordance with the same terms thereof as in effect immediately prior to the Closing, subject to the effect of bankruptcy, insolvency, moratorium or other similar laws affecting the enforcement of creditors' rights generally and except as the availability of equitable remedies may be limited by general principles of equity; (c) none of the Company Debtors, nor, to the Parent's or the Company's knowledge, any other party to the lease or sublease, is not in material breach or default, and no event (other than (i) the nonpayment of rent or other charges by the Debtors with respect to periods prior to the Filing Date or (ii) the commencement of the Chapter 11 Proceeding) has occurred which, with notice or lapse of time, would constitute a material breach or default by the Debtors or, to the Parent's or the Company's knowledge, by any such other party, or permit termination, modification, modification or acceleration thereunder; (d) to the knowledge of the Debtors, there are no material disputes, oral agreements or forbearance programs in effect as to the lease or sublease; (e) none of the Company Debtors has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the leasehold or subleasehold; (f) all facilities leased or subleased thereunder are supplied with utilities and other services necessary for the operation of said facilities in the manner in which such facilities are currently operated and as presently contemplated by the Companyfacilities; and (g) other than in the owner Ordinary Course of the facility leased Business, no construction, alteration or subleased, has stated that, it has good and clear record and marketable title other leasehold improvement work with respect to the parcel of real property, free and clear of any Security Interest, easement, covenant lease or other restriction, that would interfere in any material respect with sublease remains to be paid for or performed by the Company's operations thereon, and there have been no actions Debtors (except amounts owing for periods prior to believe the contraryFiling Date).

Real Property Leases. CLAUSE 2.13 Section 2.12 of the Disclosure Schedule lists -------------------- and describes briefly all real property leased or subleased to or by the Company or any Subsidiary and lists the term of such lease, any extension and expansion options, and the rent payable thereunder. The Company has delivered to the Buyer true, correct complete and complete accurate copies of the leases and subleases (as amended to date) listed in CLAUSE 2.13 Section 2.12 of the Disclosure Schedule. The Company is not party to, or otherwise obliged with respect to, any lease or sublease for facilities, which are not occupied by the Company. With respect to each lease and sublease listed in CLAUSE 2.13 Section 2.12 of the Disclosure Schedule: (a) the lease or sublease is legal, valid, binding, enforceable and in full force and effect; (b) there is no reason which would impair the lease or sublease to will continue to be legal, valid, binding, enforceable and in full force and effect immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing; (c) neither the Company nor any Subsidiary nor, to the knowledge of the Company and the Principal Stockholders, any other party, is not in breach or defaultviolation of, or default under, any such lease or sublease, and no event has occurred occurred, is pending or, to the knowledge of the Company, is threatened, which, after the giving of notice, with notice or lapse of time, or otherwise, would constitute a breach or default by the Company or permit terminationany Subsidiary or, modification, or acceleration thereunder; (d) there are no disputes, oral agreements or forbearance programs in effect as to the knowledge of the Company the Principal Stockholders, any other party under such lease or sublease; (ed) neither the Company nor any Subsidiary has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the leasehold or subleasehold; (f) all facilities leased or subleased thereunder are supplied with utilities and other services necessary for the operation of said facilities in the manner in which such facilities are currently operated and as presently contemplated by the Company; and (ge) the owner of Company and the facility leased or subleased, has stated that, it has good and clear record and marketable title to the parcel of real property, free and clear Principal Stockholders are not aware of any Security Interest, easement, covenant or other restrictionrestriction applicable to the real property subject to such lease, that would interfere in any material respect with except for recorded easements, covenants and other restrictions which do not materially impair the Company's operations thereon, and there have been no actions to believe current uses or the contraryoccupancy by the Company or a Subsidiary of the property subject thereto.

Real Property Leases. CLAUSE 2.13 Section 2.12 of the Disclosure Schedule lists -------------------- and describes briefly all real property leased or subleased to the Company Leases and lists the term of such leaseLease, any extension and expansion options, and the current monthly rate of rent payable thereunder. The Company has delivered to the Buyer true, correct complete and complete accurate copies of the leases and subleases (as amended to date) listed in CLAUSE 2.13 of the Disclosure Schedule. The Company is not party to, or otherwise obliged with respect to, any lease or sublease for facilities, which are not occupied by the CompanyLeases. With respect to each lease and sublease listed in CLAUSE 2.13 of the Disclosure ScheduleLease: (a) the lease or sublease such Lease is legal, valid, binding, enforceable and in full force and effect; (b) there is no reason which would impair the lease or sublease to such Lease will continue to be legal, valid, binding, enforceable and in full force and effect immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing; (c) neither the Company nor any Subsidiary nor, to the knowledge of the Company, any other party, is not in breach or defaultviolation of, or default under, any such Lease, and no event has occurred occurred, is pending or, to the knowledge of the Company, is threatened, which, after the giving of notice, with notice or lapse of time, or otherwise, would constitute a breach or default by the Company or permit terminationany Subsidiary or, modificationto the knowledge of the Company, or acceleration thereunderany other party under such Lease; (d) there are no disputes, oral agreements or forbearance programs in effect as to the lease or subleasesuch Lease; (e) neither the Company nor any Subsidiary has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the leasehold or subleasehold; (f) to the knowledge of the Company, all facilities leased or subleased thereunder are supplied with utilities and other services necessary adequate for the operation of said facilities in the manner in which such facilities are currently operated and as presently contemplated by the Companyfacilities; and (g) the owner of the facility leased or subleased, has stated that, it has good and clear record and marketable title to the parcel of real property, free and clear Company is not aware of any Security Interest, easement, covenant or other restriction, that restriction applicable to the real property subject to such Lease which would interfere in any material respect with reasonably be expected to materially impair the Company's operations thereon, and there have been no actions to believe current uses or the contraryoccupancy by the Company or a Subsidiary of the property subject thereto.

Real Property Leases. CLAUSE 2.13 Section 2.12 of the Disclosure Schedule lists -------------------- and describes briefly all real property leased or subleased to the Company Leases and lists the term of such leaseLease, any extension and expansion options, and the rent payable thereunder. The Company has delivered to the Buyer true, correct Parent complete and complete accurate copies of the leases and subleases (as amended to date) listed in CLAUSE 2.13 of the Disclosure Schedule. The Company is not party to, or otherwise obliged with respect to, any lease or sublease for facilities, which are not occupied by the CompanyLeases. With respect to each lease and sublease listed in CLAUSE 2.13 of the Disclosure ScheduleLease: (a) the lease or sublease such Lease is legal, valid, binding, enforceable and in full force and effect; (b) there is no reason which would impair except as disclosed on Section 2.12 of the lease or sublease to Disclosure Schedule, such Lease will continue to be legal, valid, binding, enforceable and in full force and effect immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing; (c) the Company is not in material breach or defaultviolation of, or material default under, any such Lease, and to the Company’s Knowledge no event has occurred occurred, is pending or, is threatened, which, after the giving of notice, with notice or lapse of time, or otherwise, would constitute a breach or default or permit terminationby the Company or, modificationto the Knowledge of the Company, or acceleration thereunderany other party under such Lease and to the Knowledge of the Company, each parcel of Leased Real Property is in compliance in all material respects with all applicable Laws and Governmental Orders. The Lease for each parcel of Leased Real Property is in full force and effect, there are no material defaults under such leases by the Company, or, to the Knowledge of the Company, any other party to such leases; (d) there are no disputes, oral agreements or forbearance programs in effect as to the lease or subleasesuch Lease; (e) the Company has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the leasehold or subleasehold; (f) based on the Company’s experience during the past full fiscal year and up to the Closing Date, all facilities leased or subleased thereunder are supplied with utilities and other services necessary adequate for the operation of said facilities in the manner in which such facilities are currently operated and as presently contemplated by the Company; andfacilities; (g) the owner of the facility leased or subleased, has stated that, it has good and clear record and marketable title to the parcel of real propertyCompany’s Knowledge, free and clear of there is not any Security Interest, easement, covenant or other restrictionrestriction applicable to the real property subject to such Lease which materially impairs the current uses or the occupancy by the Company of the property subject thereto; and (h) other than the rental payment amounts set forth in Section 2.12 of the Disclosure Schedule, that would interfere in no other amounts are owed by the Company with respect to any material respect with the Company's operations thereon, and there have been no actions to believe the contraryparcel of Leased Real Property.

Real Property Leases. CLAUSE 2.13 Section 2.12 of the Disclosure Schedule lists -------------------- and describes briefly all real property leased or subleased to the Company Leases and lists the term of such leaseLease, any extension and expansion options, and the rent payable payable, security deposit, maintenance and like charges thereunder, and any advance rent paid thereunder. The Company has delivered made available to the Buyer true, correct complete and complete accurate copies of the leases and subleases (as amended to date) listed in CLAUSE 2.13 of the Disclosure Schedule. The Company is not party to, or otherwise obliged with respect to, any lease or sublease for facilities, which are not occupied by the CompanyLeases. With respect to each lease and sublease listed in CLAUSE 2.13 of the Disclosure ScheduleLease: (a) such Lease is, subject to the lease or sublease is valid execution and delivery thereof by the other parties thereto, legal, valid, binding, enforceable and in full force and effecteffect against the Company or the Subsidiary that is the party thereto and, to the Company’s Knowledge, against each other party thereto; (b) there is no reason which would impair the lease or sublease to such Lease will continue to be legal, valid, binding, enforceable and in full force and effect against the Company or the Subsidiary that is the party thereto and, to the Company’s Knowledge (assuming the receipt by the Company or its Subsidiaries, as applicable, of the consents, and the making of required notices, in each case as disclosed with respect to such Lease in Section 2.4 of the Disclosure Schedule), against each other party thereto immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing; (c) neither the Company Company, nor any Subsidiary nor, to the Knowledge of the Company, any other party, is not in breach or defaultviolation of, or default under, any such Lease, and no event has occurred occurred, is pending or, to the Knowledge of the Company, is threatened, which, after the giving of notice, with notice or lapse of time, or otherwise, would constitute a breach or default by the Company or permit terminationany Subsidiary or, modificationto the Knowledge of the Company, or acceleration thereunderany other party under such Lease; (d) there are no disputes, oral agreements or forbearance programs in effect as to the lease or subleasesuch Lease; (e) neither the Company nor any Subsidiary has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the leasehold or subleasehold; (f) all facilities leased or subleased thereunder are are, to the Company’s Knowledge, supplied with utilities and other services necessary adequate for the operation of said facilities in the manner in which such facilities are currently operated and as presently contemplated by the Company; andfacilities; (g) the owner of the facility leased or subleased, has stated that, it has good and clear record and marketable title to the parcel of real propertyCompany’s Knowledge, free and clear of any there is no Security Interest, easement, covenant or other restrictionrestriction applicable to the real property subject to such Lease which would reasonably be expected to impair the current uses or the occupancy by the Company or a Subsidiary of the property subject thereto; (h) no construction, that would interfere in alteration or other leasehold improvement work with respect to the Lease remains to be paid for or performed by the Company or any material respect with Subsidiary; (i) neither the Company's operations thereonCompany nor any Subsidiary is obligated to pay any leasing or brokerage commission relating to such Lease and will not have any obligation to pay any leasing or brokerage commission upon the renewal of the Lease; and (j) the Financial Statements contain adequate reserves to provide for the restoration of the property subject to the Lease at the end of the respective Lease term, and there have been no actions to believe the contraryextent required by the Lease.

Real Property Leases. CLAUSE 2.13 Section 3.12 of the Buyer Disclosure Schedule lists -------------------- and describes briefly all real property (other than tower sites) leased or subleased to the Company and lists Buyer or any Buyer Subsidiary, indicating, in each case, the term of such lease, any extension and expansion options, the lease and the rent payable thereunderunder such lease. The Company Buyer has delivered made available to the Buyer true, correct Company true and complete copies of the all such leases and subleases (each as amended to date) listed in CLAUSE 2.13 of the Disclosure Schedule. The Company is not party to, or otherwise obliged with respect to, any lease or sublease for facilities, which are not occupied by the Company). With respect to each such lease and sublease listed in CLAUSE 2.13 of the Disclosure Schedulesublease: (a) the lease or sublease is legal, valid, binding, enforceable and in full force and effect, subject to the effect of bankruptcy, insolvency, moratorium or other similar laws affecting the enforcement of creditors' rights generally and except as the availability of equitable remedies may be limited by general principles of equity; (b) there is no reason which would impair neither the Buyer nor any Buyer Subsidiary nor, to the Buyer's knowledge, any other party to the lease or sublease to continue to be legalsublease, valid, binding, enforceable and is in full force and effect immediately following the Closing in accordance with the terms thereof as in effect prior to the Closing; (c) the Company is not in material breach or default, and no event has occurred which, with notice or lapse of time, would constitute a material breach or default by the Buyer or any Buyer Subsidiary or, to the Buyer's knowledge, by any such other party, or permit termination, modification, modification or acceleration thereunder; (dc) to the knowledge of the Buyer, there are no material disputes, oral agreements or forbearance programs in effect as to the lease or sublease; (ed) neither the Company Buyer nor any Buyer Subsidiary has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the leasehold or subleasehold; (fe) all facilities leased or subleased thereunder are supplied with utilities and other services necessary for the operation of said facilities in the manner in which such facilities are currently operated and as presently contemplated by the Companyfacilities; and (gf) other than in the owner Ordinary Course of the facility leased Business, no construction, alteration or subleased, has stated that, it has good and clear record and marketable title other leasehold improvement work with respect to the parcel of real property, free and clear of lease or sublease remains to be paid for or performed by the Buyer or any Security Interest, easement, covenant or other restriction, that would interfere in any material respect with the Company's operations thereon, and there have been no actions to believe the contraryBuyer Subsidiary.

Real Property Leases. CLAUSE 2.13 Section 2.12 of the Disclosure Schedule lists -------------------- and describes briefly all real property leased or subleased to the Company or by Acquiree or any Acquiree Subsidiary and lists the term of such lease, any extension and expansion options, and the rent payable thereunder. The Company Acquiree has delivered or made available to the Buyer true, correct Acquiror complete and complete accurate copies of the leases and subleases (as amended to date) listed in CLAUSE 2.13 Section 2.12 of the Disclosure Schedule. The Company is not party to, or otherwise obliged with respect to, any lease or sublease for facilities, which are not occupied by the Company. With respect to each lease and sublease listed in CLAUSE 2.13 Section 2.12 of the Disclosure Schedule: (a) the lease or sublease is legal, valid, binding, enforceable and in full force and effect; (b) there is no reason which would impair the lease or sublease to will continue to be legal, valid, binding, enforceable and in full force and effect immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing; (c) neither Acquiree nor any Acquiree Subsidiary nor, to the Company knowledge of Acquiree, any other party, is not in breach or defaultviolation of, or default under, any such lease or sublease, and no event has occurred occurred, is pending or, to the knowledge of Acquiree, is threatened, which, after the giving of notice, with notice or lapse of time, or otherwise, would constitute a breach or default by Acquiree or permit terminationany Acquiree Subsidiary or, modification, or acceleration thereunder; (d) there are no disputes, oral agreements or forbearance programs in effect as to the knowledge of Acquiree, any other party under such lease or sublease; (ed) the Company neither Acquiree nor any Acquiree Subsidiary has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the leasehold or subleasehold; (f) all facilities leased or subleased thereunder are supplied with utilities and other services necessary for the operation of said facilities in the manner in which such facilities are currently operated and as presently contemplated by the Company; and (ge) the owner of the facility leased or subleased, has stated that, it has good and clear record and marketable title to the parcel knowledge of real propertyAcquiree and the Acquiree Stockholders, free and clear of any there is no Security Interest, easement, covenant or other restrictionrestriction applicable to the real property subject to such lease, that would interfere in except for recorded easements, covenants and other restrictions which do not materially impair the current uses or the occupancy by Acquiree or any material respect with Acquiree Subsidiary of the Company's operations thereon, and there have been no actions to believe the contraryproperty subject thereto.

Real Property Leases. CLAUSE 2.13 (a) None of the Disclosure Schedule lists -------------------- and describes briefly all real property used or occupied by the Company or any of the Subsidiaries, in each case together with all build-out, fixtures and improvements created thereon ("Company Real Property"), is owned by the Company or any of the Subsidiaries, nor has the Company or any of the Subsidiaries ever owned any real property. All of the Company Real Property is leased or subleased by the Company or one of the Subsidiaries pursuant to a Lease set forth on Schedule 2.12(b). Neither the Company nor any of the Subsidiaries has any right or ownership, right of use, option, right of first refusal or contractual obligation to purchase, or any other legal or equitable right, estate or interest in, or affecting, any land or buildings other than the Leases. (b) Schedule 2.12(b) sets forth all leases, subleases and other agreements pursuant to which the Company or any of the Subsidiaries derives its rights in the Company Real Property (the "Leases"), including, with respect to each such Lease, the identity of the landlord or sublandlord, the addresses, the date of such Lease and each amendment thereto. (c) There does not exist under any Lease any material default by the Company or any of the Subsidiaries or, to the Company's Knowledge, by any other Person, or any event that, with or without notice or lapse of time or both, would constitute a material default by the Company and lists or any of the term Subsidiaries or, to the Company's Knowledge, by any other Person. No written notice (or to the actual knowledge of such leasethe Key Employees, any extension and expansion optionsother notice) or agreement to terminate any Lease has been served on the Company or any Subsidiary, and the rent payable thereunderor entered into by any Person with respect thereto. The Company has delivered to the Buyer true, correct and complete copies of all Leases that are complete in all material respects, including all material amendments and agreements related thereto, and the leases and subleases (as amended to date) listed in CLAUSE 2.13 Leases constitute the entire agreement between the Company or any of the Disclosure Schedule. The Company is not party to, Subsidiaries and each landlord or otherwise obliged sublandlord with respect toto the Company Real Property. All rent and other charges currently due and payable under the Leases have been paid, except for liabilities reflected or reserved against in the Company Balance Sheet. There are no matters or restrictions affecting the Company Real Property or the Leases that would reasonably be expected to interfere to any lease or sublease for facilities, which are not occupied material extent with the continued use and occupancy by the Company. With respect to each lease Company and sublease listed in CLAUSE 2.13 the Subsidiaries of the Disclosure Schedule: (a) Company Real Property for the lease or sublease is legal, valid, binding, enforceable and in full force and effect; (b) there is no reason which would impair the lease or sublease to continue to be legal, valid, binding, enforceable and in full force and effect immediately following the Closing in accordance with the terms thereof as in effect prior to the Closing; (c) the Company is not in breach or default, and no event has occurred which, with notice or lapse of time, would constitute a breach or default or permit termination, modification, or acceleration thereunder;Company's business. (d) there are no disputesThe Company or one of the Subsidiaries is the holder of the tenant's interest under the Leases and has not assigned the Leases or subleased all or any portion of the premises leased thereunder. Neither the Company nor any of the Subsidiaries has made any material alterations, oral agreements additions or forbearance programs in effect as improvements to the lease or sublease; (e) premises leased under the Company has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in Leases that are required to be removed at the leasehold or subleasehold; (f) all facilities leased or subleased thereunder are supplied with utilities and other services necessary for the operation of said facilities in the manner in which such facilities are currently operated and as presently contemplated by the Company; and (g) the owner termination of the facility leased or subleased, has stated that, it has good and clear record and marketable title to the parcel of real property, free and clear of any Security Interest, easement, covenant or other restriction, that would interfere in any material respect with the Company's operations thereon, and there have been no actions to believe the contraryapplicable Lease term.

Real Property Leases. CLAUSE 2.13 of the Disclosure Schedule 3.11 lists -------------------- and describes briefly all real property leased or subleased to the Company and lists the term of such lease, any extension and expansion options, and the rent payable thereunderCompany. The Company has delivered to the Buyer true, correct and complete copies of the leases and subleases (as amended to date) so listed in CLAUSE 2.13 of the Disclosure Schedule. The Company is not party to, or otherwise obliged with respect to, any lease or sublease for facilities, which are not occupied by the CompanySchedule 3.11. With respect to each such lease and sublease listed in CLAUSE 2.13 of the Disclosure Schedulesublease: (a) the lease or sublease is legal, valid, binding, enforceable enforceable, and in full force and effecteffect and the rental is typical of the market value of similar property; (b) there is no reason which would impair the lease or sublease to will continue to be legal, valid, binding, enforceable enforceable, and in full force and effect immediately on identical terms following the Closing in accordance with consummation of the terms thereof as in effect prior to the Closingtransactions contemplated hereby; (c) no party to the Company lease or sublease is not in breach or default, and no event has occurred which, with notice or lapse of time, would constitute a breach or default or permit termination, modification, or acceleration thereunder; (d) no party to the lease or sublease has repudiated any provision thereof; (e) there are no disputes, oral agreements agreements, or forbearance programs in effect as to the lease or sublease; (f) with respect to each sublease, the representations and warranties set forth in subsections (a) through (e) above are true and correct with respect to the underlying lease; (g) the Company has not assigned, transferred, conveyed, mortgaged, deeded in trust trust, or encumbered any interest in the leasehold or subleasehold; (fh) all facilities leased or subleased thereunder have received all approvals of governmental authorities (including licenses and permits) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations; (i) all facilities leased or subleased thereunder are supplied with utilities and other services necessary for the operation of said facilities in the manner in which such facilities are currently operated and as presently contemplated by the Companyfacilities; and (gj) to the knowledge of the Company and the Sellers, the owner of the facility leased or subleased, has stated that, it subleased has good and clear record and marketable title to the parcel of real property, free and clear of any Security InterestEncumbrance, easement, covenant covenant, or other restriction, that would interfere in any material respect with the Company's operations thereonexcept for installments of special easements not yet delinquent and recorded easements, covenants, and there have been no actions to believe other restrictions which do not impair the contrary.current use, occupancy, or value, or the marketability of title, of the property subject thereto..

Real Property Leases. CLAUSE 2.13 Section 2.17 of the FIBER-SEAL Disclosure Schedule lists -------------------- and describes briefly all real property leased or subleased to the Company FIBER-SEAL and lists the term of any such lease, any extension and expansion options, and the rent payable thereunder. The Company FIBER-SEAL has delivered to the Buyer true, HSOA correct and complete copies of the leases and subleases (as amended to date) listed in CLAUSE 2.13 Section 2.17 of the FIBER-SEAL Disclosure Schedule. The Company is not party to, or otherwise obliged with respect to, any lease or sublease for facilities, which are not occupied by the Company. With respect to each lease and sublease listed in CLAUSE 2.13 Section 2.17 of the FIBER-SEAL Disclosure Schedule: (a) the lease or sublease is legal, valid, binding, enforceable and in full force and effect; (b) there is no reason which would impair the lease or sublease to will continue to be legal, valid, binding, enforceable and in full force and effect on and immediately following the Closing Date in accordance with the terms thereof as in effect prior to the ClosingClosing Date; (c) no party to the Company lease or sublease is not in breach or default, and no event has occurred which, with notice or lapse of time, would constitute a breach or default or permit termination, modification, or acceleration thereunder; (d) there are no disputes, oral agreements or forbearance programs in effect as to the lease or sublease; (e) the Company FIBER-SEAL has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the leasehold or subleasehold; (f) all facilities leased or subleased thereunder are supplied with utilities and other services necessary for the operation of said facilities in the manner in which such facilities are currently operated and as presently contemplated by the Companyfacilities; and (g) to the Knowledge of either PARTNER, the owner of the facility leased or subleased, has stated that, it subleased has good and clear record and marketable title to the parcel of real property, free and clear of any Security Interest, easement, covenant or other restriction, that would interfere in any material respect with the Company's operations thereonexcept for recorded easements, covenants, and there have been no actions to believe other restrictions that do not impair the contraryintended uses, occupancy or value of the property subject thereto.

Real Property Leases. CLAUSE 2.13 Section 2.12 of the Disclosure Schedule lists -------------------- and describes briefly all real property leased or subleased to the Company Business Leases and lists the term of such leaseBusiness Lease, any extension and expansion options, and the rent payable thereunder. The Company has delivered to the Buyer true, correct complete and complete accurate copies of the leases and subleases (as amended to date) listed in CLAUSE 2.13 of the Disclosure Schedule. The Company is not party to, or otherwise obliged with respect to, any lease or sublease for facilities, which are not occupied by the Companyall such Business Leases. With respect to each lease and sublease listed in CLAUSE 2.13 of the Disclosure ScheduleBusiness Lease: (a) the lease or sublease such Business Lease is legal, valid, binding, enforceable and in full force and effecteffect with respect to the Seller party thereto; (b) there such Business Lease is no reason which would impair assignable by the lease applicable Seller to the Buyer without the consent or sublease to approval of any Person (except as set forth in Section 2.4 of the Disclosure Schedule) and such Business Lease will continue to be legal, valid, binding, enforceable and in full force and effect immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing; (c) no Seller nor, to the Company Knowledge of the Seller, any other Person, is not in breach or defaultviolation of, or default under, any such Business Lease, and no event has occurred occurred, is pending or, to the Knowledge of the Seller, is threatened, which, after the giving of notice, with notice or lapse of time, or otherwise, would constitute a breach or default or permit terminationby any Seller or, modificationto the Knowledge of the Seller, any other Person under such Lease, except for breaches, violations, or acceleration thereunderdefaults that could not, individually or in the aggregate, have a Business Material Adverse Effect; (d) there are no disputes, oral agreements or forbearance programs in effect as to the lease or subleasesuch Business Lease; (e) the Company no Seller has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the leasehold or subleasehold; (f) to the Knowledge of the Seller, all facilities leased or subleased thereunder subject to a Business Lease are supplied with utilities and other services necessary adequate for the operation of said facilities in the manner in which such facilities are currently operated and as presently contemplated by the Companyfacilities; and (g) the owner of the facility leased or subleased, has stated that, it has good and clear record and marketable title to the parcel of real property, free and clear Sellers are not aware of any Security Interest, easement, covenant or other restriction, that restriction applicable to the real property subject to such Lease which would interfere in any material respect with reasonably be expected to materially impair the Company's operations thereon, and there have been no actions to believe current uses or the contraryoccupancy by the Sellers of the property subject thereto.

Real Property Leases. CLAUSE 2.13 Section 2.12 of the Disclosure Schedule lists -------------------- and describes briefly all real property leased or subleased to the Company or by Acquiree or any Acquiree Subsidiary and lists the term of such lease, any extension and expansion options, and the rent payable thereunder. The Company Acquiree has delivered or made available to the Buyer true, correct Purchaser complete and complete accurate copies of the leases and subleases (as amended to date) listed in CLAUSE 2.13 Section 2.12 of the Disclosure Schedule. The Company is not party to, or otherwise obliged with respect to, any lease or sublease for facilities, which are not occupied by the Company. With respect to each lease and sublease listed in CLAUSE 2.13 Section 2.12 of the Disclosure Schedule,: (a) to the knowledge of Acquiree and its Members, the lease or sublease is legal, valid, binding, enforceable and in full force and effect; (b) there is no reason which would impair to the knowledge of Acquiree and its Members, the lease or sublease to will continue to be legal, valid, binding, enforceable and in full force and effect immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing; (c) to the Company knowledge of Acquiree and its Members, Acquiree nor any Acquiree Subsidiary nor, to the knowledge of Acquiree, any other party, is not in breach or defaultviolation of, or default under, any such lease or sublease, and no event has occurred occurred, is pending or, is threatened, which, after the giving of notice, with notice or lapse of time, or otherwise, would constitute a breach or default by Acquiree or permit terminationany Acquiree Subsidiary or, modification, or acceleration thereunder; (d) there are no disputes, oral agreements or forbearance programs in effect as to the any other party under such lease or sublease; (ed) the Company neither Acquiree nor any Acquiree Subsidiary has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the leasehold or subleasehold; (f) all facilities leased or subleased thereunder are supplied with utilities and other services necessary for the operation of said facilities in the manner in which such facilities are currently operated and as presently contemplated by the Company; and (ge) the owner of the facility leased or subleased, has stated that, it has good and clear record and marketable title to the parcel knowledge of real propertyAcquiree and its Members, free and clear of any , there is no Security Interest, easement, covenant or other restrictionrestriction applicable to the real property subject to such lease, that would interfere in except for recorded easements, covenants and other restrictions which do not materially impair the current uses or the occupancy by Acquiree or any material respect with Acquiree Subsidiary of the Company's operations thereon, and there have been no actions to believe the contraryproperty subject thereto.

Real Property Leases. CLAUSE 2.13 (a) None of the Disclosure Schedule lists -------------------- and describes briefly all real property used or occupied by the Company or any of its Subsidiaries, in each case together with all buildout, fixtures and improvements created thereon (“Company Real Property”), is owned by the Company or any of its Subsidiaries, nor has the Company or any of its Subsidiaries ever owned any real property. All of the Company Real Property is leased or subleased by the Company or one of its Subsidiaries. (b) Schedule 2.12(b) sets forth all leases, subleases and other agreements pursuant to which the Company or any of its Subsidiaries derives its rights in the Company Real Property (the “Leases”), including, with respect to each such Lease, the identity of the landlord or sublandlord, the addresses, the date of such Lease and each amendment thereto. (c) The Leases are valid, binding and enforceable in accordance with their respective terms, and there does not exist under any such Lease any material default by the Company or any of its Subsidiaries or, to the Company’s knowledge, by any other Person, or any event that, with or without notice or lapse of time or both, would constitute a material default by the Company and lists or any of its Subsidiaries or, to the term of such leaseCompany’s knowledge, by any extension and expansion options, and the rent payable thereunderother Person. The Company has delivered to the Buyer true, correct and Parent complete copies of all Leases, including all amendments and agreements related thereto, and the leases Leases constitute the entire agreement between the Company or any of its Subsidiaries and subleases (as amended to date) listed in CLAUSE 2.13 of the Disclosure Schedule. The Company is not party to, each landlord or otherwise obliged sublandlord with respect to, any lease or sublease for facilities, which are not occupied by the Company. With respect to each lease and sublease listed in CLAUSE 2.13 of the Disclosure Schedule: (a) the lease or sublease is legal, valid, binding, enforceable and in full force and effect; (b) there is no reason which would impair the lease or sublease to continue to be legal, valid, binding, enforceable and in full force and effect immediately following the Closing in accordance with the terms thereof as in effect prior to the Closing; (c) Company Real Property. All rent and other charges currently due and payable under the Leases have been paid, except for liabilities reflected or reserved against in the Company is not in breach or default, and no event has occurred which, with notice or lapse of time, would constitute a breach or default or permit termination, modification, or acceleration thereunder;Financial Statements. (d) there are no disputesThe Company or one of its Subsidiaries is the holder of the tenant’s interest under the Leases and has not assigned the Leases or subleased all or any portion of the premises leased thereunder. Neither the Company nor any of its Subsidiaries has made any material alterations, oral agreements additions or forbearance programs in effect as improvements to the lease or sublease; (e) premises leased under the Company has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in Leases that are required to be removed at the leasehold or subleasehold; (f) all facilities leased or subleased thereunder are supplied with utilities and other services necessary for the operation of said facilities in the manner in which such facilities are currently operated and as presently contemplated by the Company; and (g) the owner termination of the facility leased or subleased, has stated that, it has good and clear record and marketable title to the parcel of real property, free and clear of any Security Interest, easement, covenant or other restriction, that would interfere in any material respect with the Company's operations thereon, and there have been no actions to believe the contraryapplicable Lease term.

Real Property Leases. CLAUSE 2.13 Section of the ProGames Disclosure Schedule Letter lists -------------------- and describes briefly all real property leased or subleased to the Company and lists the term of such lease, any extension and expansion options, and the rent payable thereunderProGames. The Company ProGames has delivered or made available to the Buyer true, Winning Edge correct and complete copies of the leases and subleases (as amended to date) listed in CLAUSE 2.13 Section of the ProGames Disclosure Schedule. The Company is not party to, or otherwise obliged with respect to, any lease or sublease for facilities, which are not occupied by the CompanyLetter. With respect to each lease and sublease listed in CLAUSE 2.13 Section of the ProGames Disclosure ScheduleLetter: (a) the lease or sublease is legal, valid, binding, enforceable and in full force and effect; (b) there effect with respect to ProGames and, to ProGames’s knowledge, is no reason which would impair the lease or sublease to continue to be legal, valid, binding, enforceable and in full force and effect immediately with respect to each other party thereto, and will continue to be so following the Closing in accordance with the terms thereof as in effect prior to the ClosingClosing (in each case except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws affecting the enforcement of creditor’s rights generally, and except that the availability of equitable remedies, including specific performance, is subject to the discretion of the court before which any proceeding therefor may be brought); (cb) the Company ProGames is not in breach or default under any such lease or sublease and, to ProGames’s knowledge, no other party to the lease or sublease is in breach or default, and and, no event has occurred which, with notice or lapse of time, would constitute a breach or default or permit termination, modification, or acceleration thereunder; (dc) there are no disputes, oral agreements or forbearance programs in effect as to the lease or sublease; (d) ProGames has not received any written notice of any dispute with regards to any lease or sublease; and (e) the Company ProGames has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the leasehold or subleasehold; (f) all facilities leased or subleased thereunder are supplied with utilities and other services necessary for the operation of said facilities in the manner in which such facilities are currently operated and as presently contemplated by the Company; and (g) the owner of the facility leased or subleased, has stated that, it has good and clear record and marketable title to the parcel of real property, free and clear of any Security Interest, easement, covenant or other restriction, that would interfere in any material respect with the Company's operations thereon, and there have been no actions to believe the contrary.

Real Property Leases. CLAUSE 2.13 Section 5.11 of the Disclosure Schedule lists -------------------- and describes briefly all real property leased or subleased to the Company and lists the term of such lease, any extension and expansion options, and the rent payable thereunderCompany. The Company has Stockholders have delivered to the Buyer true, correct and complete copies of the leases and subleases listed in Section 5.11 of the Disclosure Schedule (as amended to date) listed in CLAUSE 2.13 of the Disclosure Schedule. The Company is not party to, or otherwise obliged with respect to, any lease or sublease for facilities, which are not occupied by the Company). With respect to each lease and sublease listed in CLAUSE 2.13 Section 5.11 of the Disclosure Schedule: (a) the The lease or sublease is legal, valid, binding, enforceable enforceable, and in full force and effect; (b) there is no reason which would impair The Stockholders shall use their best efforts to ensure that the lease or sublease to will continue to be legal, valid, binding, enforceable enforceable, and in full force and effect immediately on identical terms (during the current term of such lease or sublease) following the Closing in accordance with the terms thereof as in effect prior to the Closing; (c) the The Company is not and, to the Company's knowledge, no other party to the lease or sublease is in breach or default, and no event has occurred which, with notice or lapse of time, would constitute a breach or default or permit termination, modification, or acceleration thereunder;; NDC GROUP, INC. AGREEMENT AND PLAN OF MERGER - 25 - 32 (d) there No party to the lease or sublease has repudiated any provision thereof; (e) There are no disputes, oral agreements agreements, or forbearance programs in effect involving the Company as to the lease or sublease; (ef) the The Company has not assigned, transferred, conveyed, mortgaged, deeded in trust trust, or encumbered any interest in the leasehold or subleasehold; (fg) all All facilities leased or subleased thereunder are supplied have received all approvals of governmental authorities (including licenses and permits) required to be obtained by the Company in connection with utilities and other services necessary for the operation of said facilities in the manner in which such facilities are currently thereof and have been operated and as presently contemplated maintained by the CompanyCompany in accordance with applicable laws, rules, and regulations; and (gh) the owner The real property listed in Section 5.11 of the facility leased or subleased, has stated that, Disclosure Schedule represents all of the real property necessary to operate the business in the manner that it has good and clear record and marketable title to the parcel of real property, free and clear of any Security Interest, easement, covenant or other restriction, that would interfere in any material respect with the Company's operations thereon, and there have been no actions to believe the contraryis currently being operated.

Real Property Leases. CLAUSE 2.13 Section 2.22 of the Disclosure Schedule lists -------------------- and describes briefly all real property leased or subleased to the Company Seller relating to the Business and lists the term of such lease, any extension and expansion options, and the rent payable thereunder. The Company Seller has delivered to the Buyer true, correct and complete copies of the leases and subleases (as amended to date) listed in CLAUSE 2.13 Section 2.22 of the Disclosure Schedule. The Company is not party to, or otherwise obliged with respect to, any lease or sublease for facilities, which are not occupied by the Company. With respect to each lease and sublease listed in CLAUSE 2.13 Section 2.22 of the Disclosure Schedule: (a) the lease or sublease is legal, valid, binding, enforceable and in full force and effect; (b) there is no reason which would impair the lease or sublease to will continue to be legal, valid, binding, enforceable and in full force and effect immediately following the Closing in accordance with the terms thereof as in effect prior to the Closing; (c) neither the Company Seller nor, to the knowledge of the Seller, any other party to the lease or sublease is not in breach or default, and no event has occurred which, with notice or lapse of time, would constitute a breach or default or permit termination, modification, or acceleration thereunder; (d) there are no disputes, oral agreements or forbearance programs in effect as to the lease or sublease; (e) the Company Seller has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the leasehold or subleasehold; (f) all facilities leased or subleased thereunder are supplied with utilities and other services necessary for the operation of said facilities in as conducted during the manner in which such facilities are currently operated and as presently contemplated period covered by the CompanyFinancial Statements; and (g) the owner of the facility leased no construction, alteration or subleased, has stated that, it has good and clear record and marketable title other leasehold improvement work with respect to the parcel of real property, free and clear of any Security Interest, easement, covenant lease or other restriction, that would interfere in any material respect with sublease remains to be paid for or performed by the Company's operations thereon, and there have been no actions to believe the contrarySeller.

Real Property Leases. CLAUSE 2.13 Section 2.12 of the Disclosure Schedule lists -------------------- and describes briefly all real property leased or subleased to the Company Leases and lists the term of such leaseLease, any extension and expansion options, and the rent payable thereunder. The Company has made available in the electronic data room or delivered to the Buyer true, correct Parent complete and complete accurate copies of the leases and subleases (as amended to date) listed in CLAUSE 2.13 of the Disclosure Schedule. The Company is not party to, or otherwise obliged with respect to, any lease or sublease for facilities, which are not occupied by the CompanyLeases. With respect to each lease and sublease listed in CLAUSE 2.13 of the Disclosure ScheduleLease: (a) the lease or sublease such Lease is legal, valid, binding, and enforceable and against the Company and, to the Knowledge of the Company, is in full force and effect; (b) there is no reason which would impair except as disclosed on Section 2.12 of the lease or sublease to Disclosure Schedule, such Lease will continue to be legal, valid, binding, and enforceable and against the Company and, to the Knowledge of the Company, in full force and effect immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing; (c) the Company is not in breach or defaultviolation of, or default under, any such Lease, and no event has occurred occurred, is pending or, to the Knowledge of the Company, is threatened, which, after the giving of notice, with notice or lapse of time, or otherwise, would constitute a breach or default or permit terminationby the Company or, modificationto the Knowledge of the Company, or acceleration thereunderany other party under such Lease and to the Knowledge of the Company, each parcel of Leased Real Property is in compliance in all material respects with all applicable Laws and Governmental Orders; (d) there are no material disputes, oral agreements or forbearance programs in effect as to the lease or subleasesuch Lease; (e) the Company has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the leasehold or subleasehold; (f) based on the Company’s experience up to the Closing Date, all facilities leased or subleased thereunder are supplied with utilities and other services necessary adequate for the operation of said facilities in the manner in which such facilities are currently operated and as presently contemplated by the Company; andfacilities; (g) the owner except as set forth in Section 2.12(g) of the facility leased or subleasedDisclosure Schedule, has stated that, it has good and clear record and marketable title to the parcel of real propertyCompany’s Knowledge, free and clear of there is not any Security Interest, easement, covenant or other restrictionrestriction applicable to the real property subject to such lease which would reasonably be expected to materially impair the current uses or the occupancy by the Company of the property subject thereto; and (h) other than the rental payment amounts set forth in Section 2.12 of the Disclosure Schedule and any other amounts payable by the Company pursuant to the terms of the applicable Lease, that would interfere in no other amounts are owed by the Company with respect to the rental of any material respect with the Company's operations thereon, and there have been no actions to believe the contraryparcel of Leased Real Property.

Real Property Leases. CLAUSE 2.13 (a) Set forth in Schedule 3.10 is a complete and accurate list and a brief description of the Disclosure Schedule lists -------------------- and describes briefly all real property leased or subleased to by the Company and lists the term of such lease, any extension and expansion options, and the rent payable thereunder. The Company has delivered to the Buyer true, correct and complete copies of the leases and subleases Acquired Companies (as amended to datelessee or sublessee) listed in CLAUSE 2.13 of (the Disclosure Schedule. The Company is not party to, or otherwise obliged with respect to, any lease or sublease for facilities, which are not occupied by the Company“Leased Real Property”). With respect to each lease and sublease listed in CLAUSE 2.13 (as it may have been amended pursuant to the terms of the Disclosure Schedule: lease amendments attached hereto as Exhibit C) so set forth, and except as otherwise indicated in Schedule 3.10 and to the best of the Acquired Companies’ Knowledge as to the third parties, (ai) the lease or sublease has been validly executed and delivered and is legal, valid, binding, enforceable and in full force and effect; ; (bii) there is no reason which would impair the lease or sublease to continue to be legal, valid, binding, enforceable and in full force and effect immediately following the Closing in accordance with the terms thereof as in effect prior party to the Closing; (c) the Company lease, is not in material breach or default, and no event has occurred which, with notice or lapse of time, would constitute such a material breach or default or and permit termination, modification, modification or acceleration thereunder; under the lease; (diii) the consummation of the transactions under this Agreement will not cause a termination of the lease; (iv) no party to the lease has repudiated any material provision thereof; (v) there are no disputes, disputes or oral agreements or forbearance in effect as to the lease, and there are no delayed payment programs in effect as to the lease or sublease; lease; (evi) all improvements leased thereunder have been maintained substantially in accordance with the lease, applicable Law and normal industry practice, and such improvements are generally suitable for the purposes for which they are being used and no Acquired Company has not received any notice from any Governmental Authority that any of the buildings and improvements is in material violation of any applicable Law; and (vii) no Acquired Company has assigned, sublet, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the leasehold leasehold, except Encumbrances, if any, which are to be released on or subleasehold;before the Closing Date. (b) Except as disclosed in Schedule 3.10, to the best of the Acquired Companies’ Knowledge, each component of the Leased Real Property is in good condition, working order and repair, except for maintenance, repairs and replacements conducted or required in the ordinary course of the operation of the Leased Real Property, maintenance, repairs and replacements that do not adversely affect the operation of the Leased Real Property as the same are now operated, and ordinary wear and tear. (c) Except as disclosed in Schedule 3.10, no Person authorized to act on behalf of any Acquired Company has entered into any contract, arrangement or understanding with respect to the future ownership, development, use, occupancy or operation of the Leased Real Property which (i) would be binding on any Acquired Company, and (ii) would have a Material Adverse Effect on the Business, the leased property or its future ownership, development, use or operation thereof by any Acquired Company or Buyer, other than options, rights of first refusal or other similar arrangements in favor of any Acquired Company under the leases and subleases relating to the Leased Real Property, copies of which have been previously delivered to Buyer. (d) No Acquired Company has received notice of any pending condemnation or eminent domain proceedings that affect the Leased Real Property and there are no threatened or contemplated condemnation or eminent domain proceedings that affect the Leased Real Property, and no Acquired Company has received any notice, oral or written, of the intention of any Governmental Authority or other Person to take or use all or any part thereof under the power of eminent domain. (e) No Acquired Company is obligated to pay any leasing or brokerage commissions relating to any lease and, except as set forth on Schedule 3.10, will not have any obligation to pay any leasing or brokerage commission upon the renewal of any lease. (f) all facilities leased Except as set forth on Schedule 3.10, no construction, alteration or subleased thereunder are supplied other leasehold improvement work with utilities and other services necessary for the operation of said facilities in the manner in which such facilities are currently operated and as presently contemplated by the Company; and (g) the owner respect to any of the facility leased leases remains to be paid for or subleased, has stated that, it has good and clear record and marketable title to the parcel of real property, free and clear of be performed by any Security Interest, easement, covenant or other restriction, that would interfere in any material respect with the Acquired Company's operations thereon, and there have been no actions to believe the contrary.

Real Property Leases. CLAUSE 2.13 Section 2.12 of the Disclosure Schedule -------------------- lists -------------------- and describes briefly all real property leased or subleased to the Company and lists the term of such lease, any extension and expansion options, and the rent payable thereunder. The Company has delivered to the Buyer true, correct and complete copies of the leases and subleases (as amended to date) listed in CLAUSE 2.13 Section 2.12 of the Disclosure Schedule. The Company is not party to, or otherwise obliged with respect to, any lease or sublease for facilities, which are not occupied by the Company. With respect to each lease and sublease listed in CLAUSE 2.13 Section 2.12 of the Disclosure Schedule: (a) the lease or sublease is legal, valid, binding, enforceable and in full force and effect; (b) there is no reason which would impair the lease or sublease to will continue to be legal, valid, binding, enforceable and in full force and effect immediately following the Closing in accordance with the terms thereof as in effect prior to the Closing; (c) neither the Company nor, to the knowledge of the Company and the Company Stockholder, any other party to the lease or sublease is not in breach or default, and no event has occurred which, with notice or lapse of time, would constitute a breach or default or permit termination, modification, or acceleration thereunder; (d) there are no disputes, oral agreements or forbearance programs in effect as to the lease or sublease; (e) the Company has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the leasehold or subleasehold; (f) all facilities leased or subleased thereunder are supplied with utilities and other services necessary for the operation of said facilities in the manner in which such facilities are currently operated and as presently contemplated by the Companyfacilities; and (g) the owner of the facility leased no construction, alteration or subleased, has stated that, it has good and clear record and marketable title other leasehold improvement work with respect to the parcel of real property, free and clear of any Security Interest, easement, covenant lease or other restriction, that would interfere in any material respect with sublease remains to be paid for or performed by the Company's operations thereon, and there have been no actions to believe the contrary.

Real Property Leases. CLAUSE 2.13 Section 3.15 of the Pubco Disclosure Schedule lists -------------------- and describes briefly all real property leased or subleased to the Company or by Pubco or any Pubco Subsidiary and lists the term of such lease, any extension and expansion options, and the rent payable thereunder. The Company Pubco has delivered or made available to the Buyer true, correct Raditaz complete and complete accurate copies of the leases and subleases (as amended to date) listed in CLAUSE 2.13 Section 3.15 of the Pubco Disclosure Schedule. The Company is not party to, or otherwise obliged with respect to, any lease or sublease for facilities, which are not occupied by the Company. With respect to each lease and sublease listed in CLAUSE 2.13 Section 3.15 of the Pubco Disclosure Schedule: (a) the lease or sublease is legal, valid, binding, enforceable and in full force and effect; (b) there is no reason which would impair the lease or sublease to will continue to be legal, valid, binding, enforceable and in full force and effect immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing; (c) neither Pubco nor any Pubco Subsidiary nor, to the Company knowledge of Pubco, any other party, is not in breach or defaultviolation of, or default under, any such lease or sublease, and no event has occurred occurred, is pending or, to the knowledge of Pubco, is threatened, which, after the giving of notice, with notice or lapse of time, or otherwise, would constitute a breach or default by Pubco or permit terminationany Pubco Subsidiary or, modification, or acceleration thereunder; (d) there are no disputes, oral agreements or forbearance programs in effect as to the knowledge of Pubco, any other party under such lease or sublease; (ed) the Company neither Pubco nor any Pubco Subsidiary has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the leasehold or subleasehold; (f) all facilities leased or subleased thereunder are supplied with utilities and other services necessary for the operation of said facilities in the manner in which such facilities are currently operated and as presently contemplated by the Company; and (ge) the owner of the facility leased or subleased, has stated that, it has good and clear record and marketable title to the parcel of real property, free and clear Pubco is not aware of any Security Interest, easement, covenant or other restrictionrestriction applicable to the real property subject to such lease, that would interfere in any material respect with except for recorded easements, covenants and other restrictions which do not materially impair the Company's operations thereon, and there have been no actions to believe current uses or the contraryoccupancy by Pubco or Pubco Subsidiary of the property subject thereto.

Real Property Leases. CLAUSE 2.13 (a) Schedule 6.26 hereto sets forth a complete and accurate description and list as of the Disclosure Schedule lists -------------------- Closing Date of the location, by state and describes briefly street address, of all real property owned and leased or subleased by the Borrower and its Subsidiaries, together with, in the case of real property that is owned, a statement as to whether such real property is the subject of a contract of sale (and, if so, a statement as to the Company and lists the term status of such leasesale). (b) As of the Closing Date, the Borrower and its Subsidiaries have valid leasehold interests in the Leases described in Schedule 6.26 hereto. None of the Leases is subject to any extension and expansion options, and the rent payable thereunder. The Company has delivered Lien except Liens granted to the Buyer true, correct Agent pursuant to the Security Documents and complete copies Permitted Liens. Each of the leases Borrower and subleases (as amended its Subsidiaries have duly effected all recordings, filings and other actions necessary to date) listed perfect the Borrower's and its Subsidiaries' right, title and interest in CLAUSE 2.13 of the Disclosure Scheduleand to all real property owned by them. The Company is not party to, or otherwise obliged Schedule 6.26 hereto sets forth with respect to, any lease or sublease for facilities, which are not occupied by the Company. With respect to each lease Material Lease, the commencement date, termination date, renewal options (if any) and sublease listed annual base rents. Each such Lease is valid and enforceable in CLAUSE 2.13 of the Disclosure Schedule: (a) the lease or sublease accordance with its terms in all material respects and is legal, valid, binding, enforceable and in full force and effect; (b) there . The Borrower will and will cause its Subsidiaries to, make true and complete copies of each such Lease and all documents affecting the rights or obligations of the Borrower or any of its Subsidiaries thereunder including, without limitation, all non-disturbance and recognition agreements, estoppel certificates, subordination agreements, attornment agreements and agreements regarding the term or rental of any of the Leases available for inspection by the Agent or its representatives or agents upon request by the Agent or any Lender. No consent or approval of any landlord or other third party in connection with the Leases is no reason necessary for the Borrower or any of its Subsidiaries to enter into and execute the Loan Documents, except as set forth on Schedule 6.26 hereto. Neither the Borrower nor any of its Subsidiaries or, to the knowledge of the Borrower or any of its Subsidiaries, any other party to any Lease is in default of its obligations thereunder and neither the Borrower nor any of its Subsidiaries nor any other party to any such Lease has at any time delivered or received any notice of default which would impair the lease or sublease to continue to be legalremains uncured under any such Lease and, valid, binding, enforceable and in full force and effect immediately following as of the Closing in accordance with the terms thereof as in effect prior to the Closing; (c) the Company is not in breach or defaultDate, and no event has occurred which, with the giving of notice or lapse the passage of time, or both, would constitute a breach default under any such Lease, except for defaults the consequence of which in the aggregate would have no Material Adverse Effect. (c) All permits required to have been issued to the Borrower or default its Subsidiaries with respect to the real property owned or permit terminationleased by the Borrower or any of its Subsidiaries to enable such property to be lawfully occupied and used for all of the purposes for which it is currently occupied and used (separate and apart from any other properties), modificationhave been lawfully issued and are in full force and effect, or acceleration thereunder;other than such permits which, if not obtained, would not have a Material Adverse Effect, and all such real property complies with all applicable legal and insurance requirements. (d) there are no disputesNeither the Borrower nor any of its Subsidiaries has received any notice, oral agreements nor has any knowledge, of any pending, threatened or forbearance programs in effect as to contemplated condemnation proceeding affecting any real property owned or leased by the lease Borrower or sublease;any Subsidiary. (e) No portion of any real property owned or leased by the Company Borrower or any of its Subsidiaries has suffered any damage by fire or other casualty loss which has not assigned, transferred, conveyed, mortgaged, deeded heretofore been completely repaired and restored to its condition existing prior to such casualty or which if not so repaired or restored is not reasonably likely to result in trust or encumbered any interest in the leasehold or subleasehold; (f) all facilities leased or subleased thereunder are supplied with utilities and other services necessary a Material Adverse Effect. Except for the operation Borrower's store located in Sarasota, Florida or as disclosed to the Agent in writing, no portion of said facilities in any of the manner in which such facilities are currently operated and as presently contemplated real property owned or leased by the Company; and (g) Borrower or any of its Subsidiaries is located in a special flood hazard area as designated by any Governmental Authority and with respect to any of such real property which is located in such special flood hazard area, the owner of the facility leased or subleased, has stated that, it has good and clear record and marketable title Borrower will maintain flood insurance reasonably acceptable to the parcel of real property, free and clear of any Security Interest, easement, covenant or other restriction, that would interfere in any material respect with the Company's operations thereon, and there have been no actions to believe the contraryAgent.

Real Property Leases. CLAUSE 2.13 Section 3.18 of the Disclosure Schedule lists -------------------- and describes briefly all real property leased or subleased to either Seller in connection with the Company and lists NMC Business or the term of such lease, any extension and expansion options, and the rent payable thereunderCMS Business. The Company has Sellers have delivered to the Buyer true, correct and complete copies of the leases and subleases (as amended to date) listed in CLAUSE 2.13 of the Disclosure Schedule. The Company is not party to, or otherwise obliged with respect to, any lease or sublease for facilities, which are not occupied by the Companytherein. With respect to each such lease and sublease listed in CLAUSE 2.13 of that is being assigned to the Disclosure ScheduleBuyer: (a) the lease or sublease is legal, valid, binding, enforceable against the appropriate Seller and in full force and effect; (b) there is no reason which would impair except as set forth on Section 3.18(b) of the Disclosure Schedule, each lease or sublease is assignable by the appropriate Seller to the Buyer without the consent or approval of, or any payment to, any party; assuming the Buyer complies with all of the provisions of each lease and sublease and performs all of lessee's obligations thereunder, all such leases or subleases will continue to be legal, valid, binding, enforceable and in full force and effect immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing; and the consummation of the transactions contemplated herein will not conflict with, result in a violation or breach of, or constitute a default under (or would result in a violation, breach or default with the giving of notice or the passage of time or both) any such lease or sublease; (c) neither Seller nor, to the Company Knowledge of either Seller, any other party to the lease or sublease is not in breach or default, and no event has occurred which, with notice or lapse of time, would constitute a breach or default or permit termination, modification, modification or acceleration thereunder; (d) there are no material disputes, oral agreements or forbearance programs to which either Seller is a party in effect as to the lease or sublease; (e) the Company neither Seller has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the leasehold or subleasehold; (f) all facilities leased or subleased thereunder are supplied with utilities and other services necessary for the operation of said facilities in the manner in which such facilities are currently operated and as presently contemplated by the Companyfacilities; and (g) none of such leases or subleases has been capitalized on the owner of the facility leased or subleased, has stated that, it has good and clear record and marketable title to the parcel of real property, free and clear of any Security Interest, easement, covenant or other restriction, that would interfere in any material respect with the Company's operations thereon, and there have been no actions to believe the contraryFinancial Statements.

Real Property Leases. CLAUSE 2.13 Schedule 4.5.2(a) sets forth a true, correct and complete list of each Real Property location which is leased or subleased, or which has been agreed to be leased or subleased, as lessee or sublessee by the Company or any Subsidiary (all of the Disclosure leases, subleases or other Contractual Obligations pursuant to which such Real Property locations are held or are to be held being referred to herein collectively as the "Leases-In). Section A of said Schedule lists -------------------- and describes briefly all real property leased or subleased for each Lease-In pertaining to the Company and lists retail department stores the term store ID number, the name of such lease, any extension and expansion optionsthe lessee, and the rent payable thereundercity and state of its location. The Company has delivered Section B of said Schedule lists Leases-In pertaining to the Buyer home office facilities. Section C of said Schedule lists Leases-In pertaining to regional and local offices, distribution facilities and local warehouses. Section D of such Schedule lists those other properties in which the Company or a Subsidiary retains an interest. Sections B, C and D include information comparable to that required in Section A. Schedule 4.5.2(b) sets forth a true, correct and complete list of each lease, sublease or other Contractual Obligation under which the Company or a Subsidiary is a lessor or sublessor of any Real Property (together with the Leases-In, the "Leases) and includes information comparable to that required in Schedule 4.5.2(a). True, correct and complete copies of the leases Leases, and subleases (as amended all material amendments, modifications and supplemental agreements thereto, have been previously delivered to dateBuyer. Each Lease to which Seller or an Affiliate of Seller is a party is noted on Schedule 4.5.2(a) listed in CLAUSE 2.13 and 4.5.2(b). All of the Disclosure Schedule. The Company is not party to, retail department stores operated in the Business are owned or otherwise obliged with respect to, any lease leased as lessee or sublease for facilities, which are not occupied subleased as sublessee by the CompanyCompany or a Subsidiary. With respect Except as set forth on Schedules 4.5.2 to each lease and sublease listed in CLAUSE 2.13 the best of the Disclosure ScheduleSeller's knowledge: (ai) each Lease is an Enforceable agreement of the lease Company or sublease the Subsidiary party thereto, and Seller does not have any knowledge that any Lease is legalnot an Enforceable agreement of the other parties thereto, valid, binding, enforceable and in full force and effectother than as a result of or arising out of the transactions contemplated hereby; (bii) there is no reason which would impair the lease Company or sublease to continue to be legal, valid, binding, enforceable and in full force and effect immediately following the Closing in accordance with the terms thereof as in effect prior Subsidiary party thereto has fulfilled all material obligations required pursuant to the ClosingLeases to have been performed by the Company or the Subsidiary party thereto on its part, other than as a result of or arising out of the transactions contemplated hereby; (ciii) neither the Company nor the Subsidiary party thereto is not in material breach of or defaultdefault under any Lease, and no event has occurred which, which with the passage of time or giving of notice or lapse both would constitute such a default, result in a loss of timerights or result in the creation of any Lien thereunder or pursuant thereto (other than as a result of or arising out of the transactions contemplated hereby); (iv) (A) there is no existing material breach or default by any other party to any Lease, and (B) no event has occurred which with the passage of time or giving of notice or both would constitute a breach material default by such other party, result in a loss of rights or default result in the creation of any Lien thereunder or permit termination, modification, or acceleration thereunderpursuant thereto; (dv) there are no disputes, oral agreements or forbearance programs in effect as to the lease or sublease; (e) neither the Company has not assigned, transferred, conveyed, mortgaged, deeded in trust nor any Subsidiary is obligated to pay any material leasing or encumbered any interest in brokerage commission as a result of the leasehold or subleasehold; (f) all facilities leased or subleased thereunder are supplied with utilities and other services necessary for the operation of said facilities in the manner in which such facilities are currently operated and as presently transaction contemplated by the Companyhereby; and (gvi) the owner there is no pending or threatened eminent domain taking affecting any of the facility leased or subleased, has stated that, it has good and clear record and marketable title to properties which are the parcel subject of real property, free and clear of any Security Interest, easement, covenant or other restriction, that would interfere in any material respect with the Company's operations thereon, and there have been no actions to believe the contraryLeases.

Real Property Leases. CLAUSE 2.13 (i) The Asset Schedule contains accurate descriptions of the Real Property Leases and the location of the real estate leased thereunder (the "Leaseholds") and the type of facility located on the Leaseholds. The Company will as of the Closing have a valid leasehold interest in its respective Leaseholds. (ii) None of the Leaseholds is subject to any covenant or restriction preventing or limiting in any material respect the consummation of the transactions contemplated hereby, except for any consent listed on Company's Disclosure Schedule lists -------------------- required of the landlords under the Real Property Leases. The Company's right, title and describes briefly interest in and to the Leaseholds will at the Closing be held by the Company free and clear of all real property leased or subleased Liens. (iii) The use for which the Leaseholds are zoned permits the use thereof for the business of the Stations consistent with past practices. The use and occupancy of the Leaseholds by the Company are in compliance in all material respects with all regulations, codes, ordinances and statutes applicable to the Company and lists the term Company has not received any notice asserting any material violation of sanitation laws and regulations, occupational safety and health regulations, or electrical codes. (iv) There are no facts relating to the Company, and to the best of the knowledge of the Company and the Stockholder, no facts relating to any other party, that would prevent the Leaseholds from being occupied and used by Citadel and/or any assignee of Citadel after the Closing Date in the same manner as immediately prior to the Closing. (v) There is not under any Real Property Lease any material default by the Company or any condition that with notice or the passage of time or both would constitute such lease, any extension and expansion optionsa default, and the rent payable thereunder. The Company has delivered to not received any notice asserting the Buyer true, correct and complete copies existence of the leases and subleases (as amended to date) listed in CLAUSE 2.13 of the Disclosure Schedule. The Company is not party to, any such default or otherwise obliged with respect to, any lease or sublease for facilities, which are not occupied by the Company. With respect to each lease and sublease listed in CLAUSE 2.13 of the Disclosure Schedule:condition. (avi) the lease or sublease Each Real Property Lease is legal, valid, binding, enforceable valid and in full force and effect; (b) there is no reason which would impair the lease or sublease to continue to be legal, valid, binding, enforceable binding and in full force and effect immediately following as to the Closing Company, and to the best of the knowledge of the Company and the Stockholder, as to each other party thereto, and except as disclosed on the Asset Schedule, has not been amended or otherwise modified. (vii) The Leaseholds constitute all of the real property in accordance with which the terms thereof Company has a leasehold interest or other interest or right (whether as in effect lessor or lessee) and which is or will prior to the Closing; (c) the Company is not Closing be used solely in breach or default, and no event has occurred which, with notice or lapse of time, would constitute a breach or default or permit termination, modification, or acceleration thereunder; (d) there are no disputes, oral agreements or forbearance programs in effect as to the lease or sublease; (e) the Company has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the leasehold or subleasehold; (f) all facilities leased or subleased thereunder are supplied with utilities and other services necessary for the operation of said facilities in the manner in which such facilities are currently operated and as presently contemplated by the Company; and (g) the owner of the facility leased or subleased, has stated that, it has good and clear record and marketable title to the parcel of real property, free and clear of any Security Interest, easement, covenant or other restriction, that would interfere in any material respect with the Company's operations thereon, and there have been no actions to believe the contraryStations.