Common use of Real Property Leases Clause in Contracts

Real Property Leases. (a) Schedule 3.19(a) hereto sets forth a summary description of the real property owned by the Insurance Companies (the “Owned Real Property”) all of which is presently in material compliance with all Law relating to the use and operation of the Owned Real Property (including but not limited to building codes and zoning laws). All material Permits required by any Governmental Entity in order to own and operate the Owned Real Property have been obtained and are in full force and effect and the certificates of occupancy for the Owned Property permit its current uses in all material respects. The Insurance Companies have good and marketable fee title to all Owned Real Property, free and clear of all Liens, other than Permitted Liens. (b) Schedule 3.19(b) hereto sets forth a true and complete list and summary description of all real property leased by any of the Insurance Companies (the “Leased Real Property”), including whether any consent of the lessor or other third party is required to maintain the effectiveness of the Leases in connection with the transactions contemplated hereby. Seller has delivered to Buyer true, correct and complete copies of the Leases. All of such Leases are valid and in full force and effect in all material respects and all rents and additional rents and other material assessments due to date on each such Lease have been paid. Neither of the Insurance Companies is in default in any material respect under any of such Leases and, to the Knowledge of Seller, no lessor is in default under any of such Leases. No material waiver, indulgence or postponement of the obligations of any of the Insurance Companies under such Leases has been granted by the lessor, and no event has occurred which, with the passage of time or the giving of notice, or both, would constitute a default thereunder by any of the Insurance Companies. To the Knowledge of Seller, no event has occurred which, with the passage of time or the giving of notice or both, would constitute a default thereunder by any lessor. The Owned Real Property together with the Leased Real Property constitutes all interests in real property currently used or currently held for use in connection with the business of the Insurance Companies and which are necessary for the continued operation of the business of the Insurance Companies as it is now being conducted. (c) The Insurance Companies enjoy peaceful and undisturbed possession in all material respects under all Leases, none of which contain any provisions that will materially impair or adversely affect its ability to continue to use the premises leased thereunder as it currently does, and (i) no notice of violation of any law, ordinance or administrative regulation (including any zoning or building law) has been received by Seller or the Insurance Companies with respect to any Leased Real Property or Owned Real Property and (ii) none of the Insurance Companies has received notice that any Lease will not be renewed upon its expiration date, or notice that such Lease will be renewed but upon terms and conditions which, taken as a whole, will differ in a material adverse manner from existing terms under such Lease. If the consents specified in Schedule 3.19(b) are obtained, the continuation, validity and effectiveness of such Leases under the current terms thereof will not be materially affected by the consummation of the transactions contemplated herein. The property leased or subleased by the Insurance Companies in respect of their respective businesses is in a state of reasonable maintenance and repair, ordinary wear and tear excepted. To the Knowledge of Seller, neither the whole nor any portion of any real property leased or subleased by the Insurance Companies in respect of their respective businesses is being condemned or otherwise taken by any public authority, nor, to the Knowledge of Seller, is any such condemnation or taking threatened or contemplated. Neither the whole nor any portion of any real property leased or subleased by the Insurance Companies in respect of their respective businesses has been damaged in any material respect or destroyed by fire or other casualty. All work required to be performed by the lessor at any premises leased or subleased by the Insurance Companies is materially complete.

Real Property Leases. (a) Schedule 3.19(a3.8(a) hereto sets forth a summary description lists the address of the real property owned by the Insurance Companies (the “all Owned Real Property and all Excluded Owned Real Property”) all of which is presently in material compliance with all Law relating . Immediately prior to the use and operation of Closing, the Owned Real Property (including but not limited to building codes and zoning laws). All material Permits required by any Governmental Entity in order to own and operate the Owned Real Property have been obtained and are in full force and effect and the certificates of occupancy for the Owned Property permit its current uses in all material respects. The Insurance Companies Company will have good and marketable fee simple title to all the Owned Real Property, Property free and clear of all Liens, other than Permitted Liens. Except as set forth on Schedule 3.8(a), neither the Company nor any of its Affiliates, is obligated under, nor is a party to, any option, right of first refusal or other contractual right to purchase, acquire, sell, assign or dispose of any of the Owned Real Property or any portion thereof or interest therein. Except as set forth on Schedule 3.8(a), neither the Company nor its Affiliates has leased or otherwise granted to any Person the right to use or occupy any of the Owned Real Property or any portion thereof. (b) Schedule 3.19(b3.8(b) hereto sets forth includes a true and complete list and summary description of all real property leased by any of leases for Real Property to which the Insurance Companies Company is a party (“Real Property Leases”). Except as set forth on Schedule 3.8(b), the Company has a valid leasehold interest in the Real Property subject to the Real Property Leases (the “Leased Real Property”), including whether any consent of the lessor or other third party is required to maintain the effectiveness of the Leases in connection with the transactions contemplated hereby. Seller has delivered to Buyer true, correct and complete copies of the Leases. All of such Leases are valid and in full force and effect in all material respects and all rents and additional rents and other material assessments due to date on each such Lease have been paid. Neither of the Insurance Companies is in default in any material respect under any of such Leases and, to the Knowledge of Seller, no lessor is in default under any of such Leases. No material waiver, indulgence or postponement of the obligations of any of the Insurance Companies under such Leases has been granted by the lessor, and no event has occurred which, with the passage of time or the giving of notice, or both, would constitute a default thereunder by any of the Insurance Companies. To the Knowledge of Seller, no event has occurred which, with the passage of time or the giving of notice or both, would constitute a default thereunder by any lessor. The Owned Real Property together with the Leased Real Property constitutes all interests in real property currently used or currently held for use in connection with the business of the Insurance Companies and which are necessary for the continued operation of the business of the Insurance Companies as it is now being conducted. (c) The Insurance Companies enjoy peaceful and undisturbed possession in all material respects under all Leases, none of which contain any provisions that will materially impair or adversely affect its ability to continue to use the premises leased thereunder as it currently does, and (i) no notice of violation of any law, ordinance or administrative regulation (including any zoning or building law) has been received by Seller or the Insurance Companies with respect to any Leased Real Property or Owned Real Property and (ii) none of the Insurance Companies has received notice that any Lease will not be renewed upon its expiration date, or notice that such Lease will be renewed but upon terms and conditions which, taken as a whole, will differ in a material adverse manner from existing terms under such Lease. If the consents specified in Schedule 3.19(b) are obtained, the continuation, validity and effectiveness of such Leases under the current terms thereof will not be materially affected by the consummation of the transactions contemplated herein. The property leased or subleased by the Insurance Companies in respect of their respective businesses is in a state of reasonable maintenance and repair, ordinary wear and tear excepted. To the Knowledge of Seller, neither the whole nor any portion of any real property leased or subleased by the Insurance Companies in respect of their respective businesses is being condemned or otherwise taken by any public authorityCompany, nor, to the Knowledge of Sellerthe Company, any other party to any Real Property Lease has failed to perform its obligations in all material respects, and is any such condemnation not in material breach of, or taking threatened or contemplated. Neither default under, the whole nor any portion provisions of any Real Property Lease. Except as set forth on Schedule 3.8(b), the Company has not subleased, licensed or otherwise granted any Person the right to use or occupy any Leased Real Property. Except as set forth on Schedule 3.8(b), the Owned Real Property and Leased Real Property constitute all real property leased used primarily in the present conduct of the Business. (c) There is no pending nor, to the Knowledge of the Company, threatened condemnation, eminent domain, taking or subleased by the Insurance Companies in respect of their respective businesses has been damaged in similar proceeding or proceeding to impose any special assessment relating to any Owned Real Property or any material respect portion thereof or, to the Knowledge of the Company, any Leased Real Property, which, in either such case, would reasonably be expected to curtail or destroyed by fire or other casualty. All work required interfere with the use of such property for the present conduct of the Business. (d) Each individual property that composes the Real Property has reasonable and lawful access to be performed by the lessor at any premises leased or subleased by the Insurance Companies is materially completeand from roads adjoining such property.

Real Property Leases. (a) No Seller owns or, except as set forth in Section 2.18 of the Disclosure Schedule, has ever owned any Real Property, nor is any Seller party to any agreement to purchase any Real Property. Section 2.18 of the Disclosure Schedule 3.19(a) hereto sets forth a summary description of the real property owned by the Insurance Companies (the “Owned Real Property”) all of which is presently in material compliance with all Law relating to the use and operation of the Owned Real Property (including but not limited to building codes and zoning laws). All material Permits required by any Governmental Entity in order to own and operate the Owned Real Property have been obtained and are in full force and effect and the certificates of occupancy for the Owned Property permit its current uses in all material respects. The Insurance Companies have good and marketable fee title to all Owned Real Propertytrue, free and clear of all Liens, other than Permitted Liens. (b) Schedule 3.19(b) hereto sets forth a true correct and complete list and summary description of all real property leased Real Property and interests in Real Property leased, subleased or licensed by any of the Insurance Companies Seller as lessor, lessee, sublessor, sublessee, licensor or licensee (such leases, subleases, licenses and sublicenses required to be set forth, the “Leased Leases”). The description in Schedule 2.18 shall include (i) the address of each parcel of leased Real Property”); (ii) the use of each leased Real Property; and (iii) a true, including whether any consent complete and correct list of the lessor all leases, subleases, licenses or other third party is required to maintain the effectiveness of the Leases in connection with the transactions contemplated herebyoccupancy agreements and any assignments, amendments, modifications, side letters, estoppels, consents and other agreements relating thereto. Seller has delivered to Buyer trueTrue, correct and complete copies of the Leases have been made available to the Purchaser by the Sellers. The Sellers are currently in possession of the leased Real Property, and no sublease, license or other right of occupancy of or use by a third party affects any of the premises subject to the Leases. All of such the Leases are valid valid, binding and in full force and effect effect. Sellers have valid leasehold interests in all material respects the Leases free and clear of any and all rents Liens, except for Permitted Liens, and additional rents and other material assessments due to date on each such Lease have been paid. Neither there exists no default or event, occurrence, condition or act which, with the giving of notice, the Insurance Companies is in lapse of time or the happening of any further event or condition, would become a default in any material respect under any of such the Leases andon the part of any Seller or, to the Knowledge of Sellerthe Sellers, no lessor is any other party thereto. Except as set forth in default under any of such Leases. No material waiver, indulgence or postponement Section 2.18 of the obligations of any of the Insurance Companies under such Leases has been granted by the lessorDisclosure Schedule, and no event has occurred which, with the passage of time or the giving of notice, or both, would constitute a default thereunder by any of the Insurance Companies. To to the Knowledge of Sellerthe Sellers, no event has occurred which, with the passage of time or premises that are the giving of notice or both, would constitute a default thereunder by any lessor. The Owned Real Property together with the Leased Real Property constitutes all interests in real property currently used or currently held for use in connection with the business subject of the Insurance Companies and which Leases are necessary for the continued operation of the business of the Insurance Companies as it is now being conducted. in good operating condition (c) The Insurance Companies enjoy peaceful and undisturbed possession in all material respects under all Leases, none of which contain any provisions that will materially impair or adversely affect its ability to continue to use the premises leased thereunder as it currently does, and (i) no notice of violation of any law, ordinance or administrative regulation (including any zoning or building law) has been received by Seller or the Insurance Companies with respect to any Leased Real Property or Owned Real Property and (ii) none of the Insurance Companies has received notice that any Lease will not be renewed upon its expiration date, or notice that such Lease will be renewed but upon terms and conditions which, taken as a whole, will differ in a material adverse manner from existing terms under such Lease. If the consents specified in Schedule 3.19(b) are obtained, the continuation, validity and effectiveness of such Leases under the current terms thereof will not be materially affected by the consummation of the transactions contemplated herein. The property leased or subleased by the Insurance Companies in respect of their respective businesses is in a state of reasonable maintenance and repair, ordinary wear and tear excepted. To ) and are adequate for the Knowledge of Seller, neither the whole nor any portion of any real property leased or subleased by the Insurance Companies in respect of their respective businesses is purposes for which they are being condemned or otherwise taken by any public authority, nor, to the Knowledge of Seller, is any such condemnation or taking threatened or contemplated. Neither the whole nor any portion of any real property leased or subleased by the Insurance Companies in respect of their respective businesses has been damaged in any material respect or destroyed by fire or other casualty. All work required to be performed by the lessor at any premises leased or subleased by the Insurance Companies is materially completeused.

Real Property Leases. (ai) The Asset Schedule 3.19(a) hereto sets forth a summary description contains accurate descriptions of the Real Property Leases and the location of the real property owned 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 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. The Company's right, title and interest in and to the Leaseholds will at the Closing be held by the Insurance Companies (the “Owned Real Property”) all of which is presently in material compliance with all Law relating to the use and operation of the Owned Real Property (including but not limited to building codes and zoning laws). All material Permits required by any Governmental Entity in order to own and operate the Owned Real Property have been obtained and are in full force and effect and the certificates of occupancy for the Owned Property permit its current uses in all material respects. The Insurance Companies have good and marketable fee title to all Owned Real Property, Company free and clear of all Liens, Liens other than the Permitted LiensEncumbrances. (biii) Schedule 3.19(b) hereto sets forth a true The use for which the Leaseholds are zoned permits the use thereof for the Business consistent with past practices. The use and complete list and summary description of all real property leased by any occupancy of the Insurance Companies Leaseholds by the Company are in compliance in all material respects with all regulations, codes, ordinances and statutes applicable to the Company and the Business, and the 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 “Leased Real Property”)Company, including whether any consent and, to the best of the lessor or other third party is required to maintain the effectiveness knowledge of the Leases Stockholder, no facts relating to any other party, that would prevent the Leaseholds from being occupied and used by Citadel after the Closing Date in connection 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 transactions contemplated hereby. Seller passage of time or both would constitute such a default, and the Company has delivered to Buyer true, correct not received any notice asserting the existence of any such default or condition. (vi) Each Real Property Lease is valid and complete copies of the Leases. All of such Leases are valid binding and in full force and effect in all material respects as to the Company, and all rents and additional rents and other material assessments due to date on each such Lease have been paid. Neither the best of the Insurance Companies knowledge of 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 which the Company has a leasehold interest or other interest or right (whether as lessor or lessee) and which is in default in any material respect under any of such Leases and, or will prior to the Knowledge of Seller, no lessor is Closing be used in default under any of such Leases. No material waiver, indulgence or postponement of the obligations of any of the Insurance Companies under such Leases has been granted by the lessor, and no event has occurred which, with the passage of time or the giving of notice, or both, would constitute a default thereunder by any of the Insurance Companies. To the Knowledge of Seller, no event has occurred which, with the passage of time or the giving of notice or both, would constitute a default thereunder by any lessor. The Owned Real Property together with the Leased Real Property constitutes all interests in real property currently used or currently held for use in connection with the business of the Insurance Companies and which are necessary for the continued operation of the business of the Insurance Companies as it is now being conductedStations. (c) The Insurance Companies enjoy peaceful and undisturbed possession in all material respects under all Leases, none of which contain any provisions that will materially impair or adversely affect its ability to continue to use the premises leased thereunder as it currently does, and (i) no notice of violation of any law, ordinance or administrative regulation (including any zoning or building law) has been received by Seller or the Insurance Companies with respect to any Leased Real Property or Owned Real Property and (ii) none of the Insurance Companies has received notice that any Lease will not be renewed upon its expiration date, or notice that such Lease will be renewed but upon terms and conditions which, taken as a whole, will differ in a material adverse manner from existing terms under such Lease. If the consents specified in Schedule 3.19(b) are obtained, the continuation, validity and effectiveness of such Leases under the current terms thereof will not be materially affected by the consummation of the transactions contemplated herein. The property leased or subleased by the Insurance Companies in respect of their respective businesses is in a state of reasonable maintenance and repair, ordinary wear and tear excepted. To the Knowledge of Seller, neither the whole nor any portion of any real property leased or subleased by the Insurance Companies in respect of their respective businesses is being condemned or otherwise taken by any public authority, nor, to the Knowledge of Seller, is any such condemnation or taking threatened or contemplated. Neither the whole nor any portion of any real property leased or subleased by the Insurance Companies in respect of their respective businesses has been damaged in any material respect or destroyed by fire or other casualty. All work required to be performed by the lessor at any premises leased or subleased by the Insurance Companies is materially complete.

Real Property Leases. (aSchedule 4.7(b) Schedule 3.19(a) hereto sets forth a summary true and complete description of the all real property owned leased, licensed to or otherwise used or occupied (but not owned) by the Insurance Companies Company (collectively, the “Owned Leased Real Property”) all including the address thereof, the annual fixed rental, the expiration of which is presently in material compliance the term, any extension options and any security deposits. A true and correct copy of each such lease, license or occupancy agreement, and any amendments thereto, with all Law relating respect to the use and operation of the Owned Leased Real Property (including but not limited collectively, the “Real Property Leases”) has been delivered to building codes the Purchaser, and zoning laws)no changes have been made to any Real Property Leases since the date of delivery. All material Permits required by any Governmental Entity in order to own and operate of the Owned Leased Real Property have been obtained and are is used or occupied by the Company pursuant to a Real Property Lease. Each Real Property Lease is in full force and effect and is valid, binding and enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation, fraudulent conveyance and other similar Laws and principles of equity affecting creditors’ rights and remedies generally. There are no existing defaults by the certificates of occupancy for Company or the Owned Property permit its current uses in all material respects. The Insurance Companies have good and marketable fee title to all Owned Real Property, free and clear of all Liens, other than Permitted Liens. (b) Schedule 3.19(b) hereto sets forth a true and complete list and summary description of all real property leased by lessor under any of the Insurance Companies (the “Leased Real Property”), including whether any consent of the lessor or other third party is required to maintain the effectiveness of the Leases in connection with the transactions contemplated hereby. Seller has delivered to Buyer true, correct and complete copies of the Property Leases. All of such Leases are valid and in full force and effect in all material respects and all rents and additional rents and other material assessments due to date on each such Lease have been paid. Neither of the Insurance Companies is in default in any material respect under any of such Leases and, to the Knowledge of Seller, no lessor is in default under any of such Leases. No material waiver, indulgence or postponement of the obligations of any of the Insurance Companies under such Leases has been granted by the lessor, and no event has occurred whichwhich (with notice, with the passage lapse of time or the giving of notice, or both, would ) could reasonably be expected to constitute a breach or default thereunder by under any of the Insurance Companies. To the Knowledge of Seller, no event has occurred which, with the passage of time or the giving of notice or both, would constitute a default thereunder Real Property Leases by any lessor. The Owned party or give any party the right to terminate, accelerate or modify any Real Property together with Lease. Except as set forth on Schedule 4.7(b),(i) no consent is required from the Leased lessor under any of the Real Property constitutes all interests Leases in real property currently used or currently held for use in connection with order to consummate the business of transactions contemplated by this Agreement and the Insurance Companies and which are necessary for the continued operation of the business of the Insurance Companies as it is now being conducted. (c) The Insurance Companies enjoy peaceful and undisturbed possession in all material respects under all Leases, none of which contain any provisions that will materially impair or adversely affect its ability to continue to use the premises leased thereunder as it currently does, and (i) no notice of violation of any law, ordinance or administrative regulation (including any zoning or building law) has been received by Seller or the Insurance Companies with respect to any Leased Real Property or Owned Real Property Ancillary Agreements and (ii) none no Affiliate or Family Affiliate of the Insurance Companies has received notice that any Lease will not be renewed upon its expiration date, Company or notice that such Lease will be renewed but upon terms and conditions which, taken as a whole, will differ in a material adverse manner from existing terms under such Lease. If the consents specified in Schedule 3.19(b) are obtained, the continuation, validity and effectiveness of such Leases under the current terms thereof will not be materially affected by the consummation member of the transactions contemplated herein. The property leased Seller Group is the owner or subleased by the Insurance Companies in respect of their respective businesses is in a state of reasonable maintenance and repair, ordinary wear and tear excepted. To the Knowledge of Seller, neither the whole nor any portion lessor of any real property leased or subleased by the Insurance Companies in respect of their respective businesses is being condemned or otherwise taken by any public authority, nor, to the Knowledge of Seller, is any such condemnation or taking threatened or contemplated. Neither the whole nor any portion of any real property leased or subleased by the Insurance Companies in respect of their respective businesses has been damaged in any material respect or destroyed by fire or other casualty. All work required to be performed by the lessor at any premises leased or subleased by the Insurance Companies is materially completeLeased Real Property.

Real Property Leases. (aSection 2.9(b) Schedule 3.19(a) hereto of the Seller Disclosure Letter sets forth a summary description true and complete list of all leases, subleases, licenses or other agreements in effect as of the date hereof (including all amendments, extensions, renewals, guaranties and other agreements with respect thereto) for all real property owned leased, ground leased, subleased, licensed or otherwise occupied (but not owned) (collectively, the “Leases”) by Parent or any of its Controlled Affiliates that are primarily used or intended to be used in, or otherwise related to the Insurance Companies Business (including all Leases to which the Transferred Subsidiaries are parties) (the “Owned Leased Real Property”) all of which is presently in material compliance with all Law relating to the use and operation of the Owned Real Property (including but not limited to building codes and zoning laws). All material Permits required by any Governmental Entity Sellers have a valid, binding and enforceable leasehold estate or lease interest in order to own and operate the Owned Real Property have been obtained and are in full force and effect and the certificates of occupancy for the Owned Property permit its current uses in all material respects. The Insurance Companies have good and marketable fee title to all Owned each Leased Real Property, free and clear of all Liens, other than Permitted Liens. (b) Schedule 3.19(b) hereto sets forth , and neither Sellers nor their Controlled Affiliates have collaterally assigned or granted any other security interest in any Lease. Sellers have delivered to Buyer a true and complete list and summary description copy of all real property leased by any of the Insurance Companies (the “Leased Real Property”), including whether any consent of the lessor or other third party is required to maintain the effectiveness of the Leases in connection with the transactions contemplated hereby. Seller has delivered to Buyer true, correct and complete copies each of the Leases. All of such Leases are valid Sellers’ and/or the Controlled Affiliates’ possession and in full force and effect in all material respects and all rents and additional rents and other material assessments due to date on each such Lease have been paid. Neither quiet enjoyment of the Insurance Companies is in default in any material respect Leased Real Property under any of such Leases andeach Lease has not been disturbed, and to the Knowledge of SellerSellers, there are no lessor is in default under any of such Leases. No material waiver, indulgence or postponement of the obligations of any of the Insurance Companies under such Leases has been granted by the lessor, and no event has occurred which, with the passage of time or the giving of notice, or both, would constitute a default thereunder by any of the Insurance Companies. To the Knowledge of Seller, no event has occurred which, with the passage of time or the giving of notice or both, would constitute a default thereunder by any lessor. The Owned Real Property together with the Leased Real Property constitutes all interests in real property currently used or currently held for use in connection with the business of the Insurance Companies and which are necessary for the continued operation of the business of the Insurance Companies as it is now being conducted. (c) The Insurance Companies enjoy peaceful and undisturbed possession in all material respects under all Leases, none of which contain any provisions that will materially impair or adversely affect its ability to continue to use the premises leased thereunder as it currently does, and (i) no notice of violation of any law, ordinance or administrative regulation (including any zoning or building law) has been received by Seller or the Insurance Companies disputes with respect to any Leased Real Property or Owned Real Property and (ii) none of the Insurance Companies has received notice that any Lease will not be renewed upon its expiration date, or notice that such Lease will be renewed but upon terms and conditions which, taken as a whole, will differ in a material adverse manner from existing terms under such LeaseLeases. If the consents specified in Schedule 3.19(b) are obtained, the continuation, validity and effectiveness of such Leases under the current terms thereof will not be materially affected by the consummation of the transactions contemplated herein. The property leased or subleased by the Insurance Companies in respect of Neither Sellers nor their respective businesses is in a state of reasonable maintenance and repair, ordinary wear and tear excepted. To the Knowledge of Seller, neither the whole nor any portion of any real property leased or subleased by the Insurance Companies in respect of their respective businesses is being condemned or otherwise taken by any public authority, Controlled Affiliates nor, to the Knowledge of SellerSellers, is any such condemnation other parties to a Lease are in default or taking threatened or contemplated. Neither the whole nor any portion of any real property leased or subleased by the Insurance Companies in respect of their respective businesses has been damaged breach in any material respect under (nor has Seller received written notice of any default under) the terms of any Lease, or destroyed by fire have provided or received any written notice of any intention to terminate, such Lease, and no event or circumstance has occurred that, with notice or lapse of time or both, would constitute an event of default thereunder or result in a termination thereof or would cause or permit the acceleration of or other casualtychanges of or to any right or obligation or the loss of any benefit thereunder, except as would not, individually or in the aggregate, be (or reasonably be expected to be) material to the Business, taken as a whole. All work required The Leases governing the Leased Real Property are in full force and effect, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other Laws affecting the enforcement of creditors’ rights generally. Except as set forth on Section 2.9(b) of the Seller Disclosure Letter, Sellers have not subleased, licensed or otherwise granted any Person the right to use or occupy the Leased Real Property or any portion thereof. The Business Real Property described in Sections 2.9(a) – (b) of the Seller Disclosure Letter comprises all of the material real property used or intended to be performed by used in, or otherwise related to, the lessor at any premises leased or subleased by the Insurance Companies is materially completeBusiness.

Real Property Leases. Section 2.13 of the Disclosure Schedule lists all Leases and lists the term of such Lease, the name of the lessor, the date of the Lease and any amendments thereto, and the rent payable, maintenance and the like charges paid thereunder. The Company has delivered to the Buyer complete and accurate copies of the Leases (including all modifications, consents, waivers, side letters and guarantees thereto). With respect to each Lease: (a) Schedule 3.19(a) hereto sets forth a summary description of the real property owned by the Insurance Companies (the “Owned Real Property”) all of which such Lease is presently legal, valid, binding, enforceable against each party thereto in material compliance accordance with all Law relating to the use its respective terms and operation of the Owned Real Property (including but not limited to building codes and zoning laws). All material Permits required by any Governmental Entity in order to own and operate the Owned Real Property have been obtained and are is in full force and effect effect, subject, in the case of enforceability, to the Bankruptcy and the certificates of occupancy for the Owned Property permit its current uses in all material respects. The Insurance Companies have good and marketable fee title to all Owned Real Property, free and clear of all Liens, other than Permitted Liens.Equitable Remedies Exception; (b) Schedule 3.19(b) hereto sets forth a true and complete list and summary description of all real property leased by there does not exist under any of the Insurance Companies (the “Leased Real Property”), including whether any consent of the lessor or other third party is required to maintain the effectiveness of the Leases in connection with the transactions contemplated hereby. Seller has delivered to Buyer true, correct and complete copies of the Leases. All of such Leases are valid and in full force and effect in all material respects and all rents and additional rents and other material assessments due to date on each such Lease have been paid. Neither of any default by the Insurance Companies is in default in any material respect under any of such Leases andCompany or, to the Knowledge of SellerCompany’s Knowledge, no lessor is in default under by any of such Leases. No material waiverother Person, indulgence or postponement of the obligations of any of the Insurance Companies under such Leases has been granted by the lessor, and no event has occurred whichor fact that, with the passage or without notice or lapse of time or the giving of notice, or both, would constitute a material default thereunder by the Company or, to the Company’s Knowledge, by any of the Insurance Companies. To the Knowledge of Seller, no event has occurred which, with the passage of time or the giving of notice or both, would constitute a default thereunder by any lessor. The Owned Real Property together with the Leased Real Property constitutes all interests in real property currently used or currently held for use in connection with the business of the Insurance Companies and which are necessary for the continued operation of the business of the Insurance Companies as it is now being conducted.other Person; (c) The Insurance Companies enjoy peaceful no notice or agreement to terminate such Lease has been served on the Company, or entered into by any Person with respect thereto, and undisturbed possession in there are no matters or restrictions affecting the Leases or the properties and facilities leased thereunder that would reasonably be expected to interfere to any material extent with the continued use and occupancy by the Company of such properties and facilities; and (d) the Company is the holder of the tenant’s interest under the Leases and has not assigned the Leases or subleased all material respects under all Leases, none or any portion of which contain any provisions that will materially impair or adversely affect its ability to continue to use the premises leased thereunder as it currently does, and (i) no notice of violation of any law, ordinance or administrative regulation (including any zoning or building law) has been received by Seller or the Insurance Companies with respect to any Leased Real Property or Owned Real Property and (ii) none of the Insurance Companies has received notice that any Lease will not be renewed upon its expiration date, or notice that such Lease will be renewed but upon terms and conditions which, taken as a whole, will differ in a material adverse manner from existing terms under such Lease. If the consents specified in Schedule 3.19(b) are obtained, the continuation, validity and effectiveness of such Leases under the current terms thereof will not be materially affected by the consummation of the transactions contemplated herein. The property leased or subleased by the Insurance Companies in respect of their respective businesses is in a state of reasonable maintenance and repair, ordinary wear and tear excepted. To the Knowledge of Seller, neither the whole nor any portion of any real property leased or subleased by the Insurance Companies in respect of their respective businesses is being condemned or otherwise taken by any public authority, nor, to the Knowledge of Seller, is any such condemnation or taking threatened or contemplatedthereunder. Neither the whole Company nor any portion of any real property leased or subleased by Person acting on the Insurance Companies in respect of their respective businesses Company’s behalf has been damaged in made any material respect alterations, additions or destroyed by fire or other casualty. All work improvements to the premises leased under the Leases that are required to be performed by removed at the lessor at any premises leased or subleased by termination of the Insurance Companies is materially completeapplicable Lease term.

Real Property Leases. (a) Seller does not own any real property. Schedule 3.19(a1.1(e) hereto sets forth an accurate and complete list of all Real Property Leases. Seller has delivered to Buyer accurate and complete copies of each Real Property Lease and all amendments and modifications thereto. All Real Property Leases, and all amendments and modifications thereto, are in full force and effect and have not been modified or amended, and there exists no default under any such lease by Seller, nor any event which, with notice or lapse of time or both, would constitute a summary description default thereunder by Seller or, to Seller’s Knowledge, by any third party. To Seller’s Knowledge, there is no pending, contemplated or threatened condemnation of any of the real property owned by the Insurance Companies (the “Owned Real Property”) all of which is presently in material compliance with all Law buildings, land, fixtures or improvements relating to the use and operation Real Property Leases or the Leased Real Property or any part thereof. There are no parties in possession or, to Seller’s Knowledge, parties having any current or future right to occupy any of the Owned Real Property Leases during the terms of such Real Property Leases. To Seller’s Knowledge, (including but not limited i) the Leased Real Property conforms in all material respects to building codes all applicable building, zoning and zoning laws). All material Permits required by any Governmental Entity in order to own other Laws, ordinances, rules and operate regulations, (ii) all licenses and other approvals necessary for the Owned current occupancy and use of the Leased Real Property have been obtained and are in full force and effect effect, and there have been no violations thereof that individually or in the certificates aggregate have had or reasonably would be expected to have a Material Adverse Effect, and (iii) there exists no material breach or violation of occupancy for any covenant, condition, restriction, easement, agreement or order affecting any of the Owned Property permit its current uses in all material respects. The Insurance Companies have good and marketable fee title to all Owned Leased Real Property, free and clear of all Liens, other than Permitted Liens. (b) Schedule 3.19(b) hereto sets forth a true and complete list and summary description of all real property leased by any of To Seller’s Knowledge, there are no material defects in the Insurance Companies (the “Leased Real Property”), including whether any consent of the lessor or other third party is required to maintain the effectiveness of the Leases in connection with the transactions contemplated hereby. Seller has delivered to Buyer true, correct and complete copies of the Leases. All of such Leases are valid and in full force and effect in all material respects and all rents and additional rents and other material assessments due to date on each such Lease have been paid. Neither of the Insurance Companies is in default in any material respect under any of such Leases and, to the Knowledge of Seller, no lessor is in default under any of such Leases. No material waiver, indulgence or postponement of the obligations physical condition of any of the Insurance Companies under such Leases has been granted by the lessorLeased Real Property, including, without limitation, structural elements, mechanical systems, parking and loading areas, and no event has occurred whichall buildings and improvements relating thereto are in good operating condition and repair, with the passage of time or the giving of notice, or both, would constitute a default thereunder by any of the Insurance Companiesordinary and reasonable wear and tear expected and have been well maintained. To Seller’s Knowledge, all water, sewer, gas, electric, telephone, drainage and other utilities required by Law or necessary for the Knowledge operation of Seller, no event has occurred which, with the passage of time or the giving of notice or both, would constitute a default thereunder by any lessor. The Owned Real Property together with the Leased Real Property constitutes all interests in real property currently used or currently held for use in connection with the business of the Insurance Companies have been connected under valid permits and which are necessary for the continued operation of the business of the Insurance Companies as it is now being conducted. (c) The Insurance Companies enjoy peaceful and undisturbed possession in all material respects under all Leases, none of which contain any provisions that will materially impair or adversely affect its ability pursuant to continue to use the premises leased thereunder as it currently doesvalid easements where required, and (i) no notice of violation of any law, ordinance or administrative regulation (including any zoning or building law) has been received by Seller or are sufficient to service the Insurance Companies with respect to any Leased Real Property or Owned Real Property and (ii) none of the Insurance Companies has received notice that any Lease will not be renewed upon its expiration date, or notice that such Lease will be renewed but upon terms and conditions which, taken as a whole, will differ are in a material adverse manner from existing terms under such Lease. If the consents specified in Schedule 3.19(b) are obtained, the continuation, validity and effectiveness of such Leases under the current terms thereof will not be materially affected by the consummation of the transactions contemplated herein. The property leased or subleased by the Insurance Companies in respect of their respective businesses is in a state of reasonable maintenance and repair, ordinary wear and tear excepted. To the Knowledge of Seller, neither the whole nor any portion of any real property leased or subleased by the Insurance Companies in respect of their respective businesses is being condemned or otherwise taken by any public authority, nor, to the Knowledge of Seller, is any such condemnation or taking threatened or contemplated. Neither the whole nor any portion of any real property leased or subleased by the Insurance Companies in respect of their respective businesses has been damaged in any material respect or destroyed by fire or other casualty. All work required to be performed by the lessor at any premises leased or subleased by the Insurance Companies is materially completegood operating condition.

Real Property Leases. (ai) As of the Closing Date, the Companies have valid leasehold interests in the Leases described in Schedule 3.19(a7.2(x) hereto. None of the Leases is subject to any Lien except Liens granted to the Agent pursuant to this Financing Agreement and Permitted Encumbrances. Schedule 7.2(x) hereto sets forth a summary description of with respect to each Lease, the real property owned by the Insurance Companies commencement date, termination date, renewal options (the “Owned Real Property”if any) all of which and annual base rents. Each such Lease is presently in material compliance with all Law relating to the use and operation of the Owned Real Property (including but not limited to building codes and zoning laws). All material Permits required by any Governmental Entity in order to own and operate the Owned Real Property have been obtained and are in full force and effect and the certificates of occupancy for the Owned Property permit its current uses in all material respects. The Insurance Companies have good and marketable fee title to all Owned Real Property, free and clear of all Liens, other than Permitted Liens. (b) Schedule 3.19(b) hereto sets forth a true and complete list and summary description of all real property leased by any of the Insurance Companies (the “Leased Real Property”), including whether any consent of the lessor or other third party is required to maintain the effectiveness of the Leases in connection with the transactions contemplated hereby. Seller has delivered to Buyer true, correct and complete copies of the Leases. All of such Leases are valid and enforceable in full force and effect accordance with its terms in all material respects and all rents is in full force and additional rents effect. Except as set forth on Schedule 7.2(y) hereto, no consent or approval of any landlord or other third party in connection with the Leases is necessary for any of its Companies to enter into and other material assessments due to date on each such Lease have been paidexecute the loan documents. Neither None of the Insurance Companies is in default in any material respect under any of such Leases andor, to the Knowledge of Seller, no lessor is in default under any of such Leases. No material waiver, indulgence or postponement of the obligations knowledge of any of the Insurance Companies, any other party to any Lease is in default of its obligations thereunder and neither the Companies nor any other party to any such Lease has at any time delivered or received any notice of default which remains uncured under any such Leases has been granted by the lessorLease and, and no event has occurred which, with the passage of time or the giving of notice, or both, would constitute a default thereunder by any as of the Insurance Companies. To the Knowledge of SellerClosing Date, no event has occurred which, with the passage of time or the giving of notice or the passage of time, or both, would constitute a default thereunder by under any lessor. The Owned Real Property together with such Lease, except for defaults the Leased Real Property constitutes all interests consequence of which in real property currently used or currently held for use in connection with the business of the Insurance Companies and which are necessary for the continued operation of the business of the Insurance Companies as it is now being conductedaggregate would have no Material Adverse Effect. (cii) The Insurance All permits required to have been issued to the Companies enjoy peaceful with respect to the real property owned or leased by any of the Companies to enable such property to be lawfully occupied and undisturbed possession used for all of the purposes for which it is currently occupied and used (separate and apart from any other properties), have been lawfully issued and are in full force and effect, other than such permits which, if not obtained, would not have a Material Adverse Effect, and all such real property complies in all material respects under with all Leases, none of which contain any provisions that will materially impair or adversely affect its ability to continue to use the premises leased thereunder as it currently does, applicable legal and insurance requirements. (iiii) no notice of violation of any law, ordinance or administrative regulation (including any zoning or building law) has been received by Seller or the Insurance Companies with respect to any Leased Real Property or Owned Real Property and (ii) none None of the Insurance Companies has received notice that any Lease will not be renewed upon its expiration datenotice, nor has any knowledge, of any pending, threatened or notice that such Lease will be renewed but upon terms and conditions which, taken as a whole, will differ in a material adverse manner from existing terms under such Lease. If the consents specified in Schedule 3.19(bcontemplated condemnation proceeding affecting any real property owned or leased by any Company. (iv) are obtained, the continuation, validity and effectiveness of such Leases under the current terms thereof will not be materially affected by the consummation of the transactions contemplated herein. The property leased or subleased by the Insurance Companies in respect of their respective businesses is in a state of reasonable maintenance and repair, ordinary wear and tear excepted. To the Knowledge of Seller, neither the whole nor any No portion of any real property owned or leased or subleased by the Insurance Companies in respect of their respective businesses is being condemned or otherwise taken by any public authority, nor, to of the Knowledge of Seller, is Companies has suffered any such condemnation or taking threatened or contemplated. Neither the whole nor any portion of any real property leased or subleased by the Insurance Companies in respect of their respective businesses has been damaged in any material respect or destroyed damage by fire or other casualtycasualty loss which has not heretofore been completely repaired and restored to its condition existing prior to such casualty or which if not repaired or restored is not reasonably likely to result in a Material Adverse Effect. All work required Except as disclosed to be performed the Agent in writing, no portion of any of the real property owned or leased by any of the lessor at any premises leased or subleased by the Insurance Companies is materially completelocated in a special flood hazard area as designated by any Governmental Authority.

Real Property Leases. (aSchedule 4.7(b) Schedule 3.19(a) hereto sets forth a summary true and complete description of the all real property owned leased, licensed to or otherwise used or occupied (but not owned) by the Insurance Companies Company (collectively, the “Owned Leased Real Property”) all including the address thereof, the annual fixed rent, the expiration of which is presently in material compliance the term, any extension options and any security deposits. A true and correct copy of each such lease, license or occupancy agreement, and any amendments thereto, with all Law relating respect to the use and operation of the Owned Leased Real Property (including but not limited collectively, the “Real Property Leases”) has been delivered to building codes the Buyer, and zoning laws)no changes have been made to any Real Property Leases since the date of delivery. All material Permits required by any Governmental Entity in order to own and operate of the Owned Leased Real Property have been obtained and are is used or occupied by the Company pursuant to a Real Property Lease. Each Real Property Lease is in full force and effect and is valid, binding and enforceable against the certificates Company in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation, fraudulent conveyance and other similar Laws and principles of occupancy for equity affecting creditors’ rights and remedies generally. There are no existing defaults by the Owned Property permit its current uses in all material respects. The Insurance Companies have good and marketable fee title to all Owned Real PropertyCompany or the lessor, free and clear of all Liens, other than Permitted Liens. (b) Schedule 3.19(b) hereto sets forth a true and complete list and summary description of all real property leased by under any of the Insurance Companies (the “Leased Real Property”), including whether any consent of the lessor or other third party is required to maintain the effectiveness of the Leases in connection with the transactions contemplated hereby. Seller has delivered to Buyer true, correct and complete copies of the Property Leases. All of such Leases are valid and in full force and effect in all material respects and all rents and additional rents and other material assessments due to date on each such Lease have been paid. Neither of the Insurance Companies is in default in any material respect under any of such Leases and, to the Knowledge of Seller, no lessor is in default under any of such Leases. No material waiver, indulgence or postponement of the obligations of any of the Insurance Companies under such Leases has been granted by the lessor, and no event has occurred whichwhich (with notice, with the passage lapse of time or the giving of notice, or both, would ) could reasonably be expected to constitute a breach or default thereunder by under any of the Insurance Companies. To the Knowledge of Seller, no event has occurred which, with the passage of time or the giving of notice or both, would constitute a default thereunder Real Property Leases by any lessor. The Owned party or give any party the right to terminate, accelerate or modify any Real Property together with the Leased Real Property constitutes all interests in real property currently used or currently held for use in connection with the business of the Insurance Companies and which are necessary for the continued operation of the business of the Insurance Companies Lease. Except as it is now being conducted. (c) The Insurance Companies enjoy peaceful and undisturbed possession in all material respects under all Leasesset forth on Schedule 4.7(b), none of which contain any provisions that will materially impair or adversely affect its ability to continue to use the premises leased thereunder as it currently does, and (i) no notice consent is required from the lessor under any of violation of any law, ordinance or administrative regulation (including any zoning or building law) has been received by Seller or the Insurance Companies with respect to any Leased Real Property or Owned Real Property Leases in order to consummate the transactions contemplated by this Agreement and the Ancillary Agreements and (ii) none no Affiliate of the Insurance Companies has received notice that any Lease will not be renewed upon its expiration date, Company or notice that such Lease will be renewed but upon terms and conditions which, taken as a whole, will differ in a material adverse manner from existing terms under such Lease. If the consents specified in Schedule 3.19(b) are obtained, Shareholder is the continuation, validity and effectiveness of such Leases under the current terms thereof will not be materially affected by the consummation of the transactions contemplated herein. The property leased owner or subleased by the Insurance Companies in respect of their respective businesses is in a state of reasonable maintenance and repair, ordinary wear and tear excepted. To the Knowledge of Seller, neither the whole nor any portion lessor of any real property leased or subleased by the Insurance Companies in respect of their respective businesses is being condemned or otherwise taken by any public authority, nor, to the Knowledge of Seller, is any such condemnation or taking threatened or contemplated. Neither the whole nor any portion of any real property leased or subleased by the Insurance Companies in respect of their respective businesses has been damaged in any material respect or destroyed by fire or other casualty. All work required to be performed by the lessor at any premises leased or subleased by the Insurance Companies is materially completeLeased Real Property.

Real Property Leases. (a) Schedule 3.19(a) hereto sets forth a summary description of the real property owned by the Insurance Companies (the “Owned Real Property”) all of which . The Owned Property is presently in material compliance with all Applicable Law relating to the use and operation of the Owned Real Property (including but not limited to building codes and zoning laws). All material Permits required by any Governmental Entity in order to own and operate the Owned Real Property have been obtained and are in full force and effect and the certificates of occupancy for the Owned Property permit its current uses in all material respects. The Insurance Companies Company or Dxxxx have good and marketable fee title to all Owned Real Property, free and clear of all Liens, other than Permitted Liens. (b) Schedule 3.19(b) hereto sets forth a true and complete list and summary description of all real property leased by any of the Insurance Companies (the “Leased Real Property”), including whether any consent of the lessor or other third party is required to maintain the effectiveness of the Leases in connection with the transactions contemplated hereby. Seller has delivered to Buyer true, correct and complete copies of the Leases. All of such Leases are valid and in full force and effect in all material respects and all rents and additional rents and other material assessments due to date on each such Lease have been paid. Neither of the Insurance Companies Company or Dxxxx is in default in any material respect under any of such Leases and, to the Knowledge of Seller, no lessor is in default under any of such Leases. No material waiver, indulgence or postponement of the obligations of any of the Insurance Companies Company or Dxxxx under such Leases has been granted by the lessor, and no event has occurred which, with the passage of time or the giving of notice, or both, would constitute a default thereunder by any of the Insurance CompaniesCompany or Dxxxx. To the Knowledge of Seller, no event has occurred which, with the passage of time or the giving of notice or both, would constitute a default thereunder by any lessor. The Owned Real Property together with the Leased Real Property constitutes all interests in real property currently used or currently held for use in connection with the business of the Insurance Companies Company and Dxxxx and which are necessary for the continued operation of the business of the Insurance Companies Company and Dxxxx as it is now being conducted. (c) The Insurance Companies Company and Dxxxx enjoy peaceful and undisturbed possession in all material respects under all Leases, none of which contain any provisions that will materially impair or adversely affect its ability to continue to use the premises leased thereunder as it currently does. To the Knowledge of Seller, and (i) no notice of violation of any law, ordinance or administrative regulation (including any zoning or building law) has been received by Seller Seller, the Company or the Insurance Companies Dxxxx with respect to any Leased Real Property or Owned Real Property and (ii) none of neither the Insurance Companies Company nor Dxxxx has received notice that any Lease will not be renewed upon its expiration date, or notice that such Lease will be renewed but upon terms and conditions which, taken as a whole, will differ in a material adverse manner from existing terms under such Lease. If To the Knowledge of Seller, if the consents specified in Schedule 3.19(b) are obtained, the continuation, validity and effectiveness of such Leases under the current terms thereof will not be materially affected by the consummation of the transactions contemplated herein. The property leased or subleased by the Insurance Companies Company and Dxxxx in respect of their respective businesses is in a state of reasonable maintenance and repair, ordinary wear and tear excepted. To the Knowledge of Seller, neither the whole nor any portion of any real property leased or subleased by the Insurance Companies Company or Dxxxx in respect of their respective businesses is being condemned or otherwise taken by any public authority, nor, to the Knowledge of Seller, nor is any such condemnation or taking threatened or contemplated. Neither the whole nor any portion of any real property leased or subleased by the Insurance Companies Company or Dxxxx in respect of their respective businesses has been damaged in any material respect or destroyed by fire or other casualty. All work required to be performed by the lessor at any premises leased or subleased by the Insurance Companies Company or Dxxxx is materially complete.

Real Property Leases. (a) Schedule 3.19(a) hereto sets forth a summary description of the real property owned by the Insurance Companies (the “Owned Real Property”) all of which is presently in material compliance with all Law relating to the use and operation of the Owned Real Property (including but not limited to building codes and zoning laws). All material Permits required by any Governmental Entity in order to own and operate the Owned Real Property have been obtained and are in full force and effect and the certificates of occupancy for the Owned Property permit its current uses in all material respects. The Insurance Companies have good and marketable fee title to all Owned Real Property, free and clear of all Liens, other than Permitted Liens. (b) Schedule 3.19(b) hereto sets forth a true and complete list and summary description of all real property leased by any of the Insurance Companies (the “Leased Real Property”), including whether any consent of the lessor or other third party is required to maintain the effectiveness of the Leases in connection with the transactions contemplated hereby. Seller WPE has delivered to Buyer true, correct and complete copies of the Leases. All of such With respect to the Leases, and except as reflected in Schedule 2.1(a), the Leases have not been modified or amended by any written or oral agreement and are valid and in full force and effect in all material respects and all rents are valid and additional rents and other material assessments due to date subsisting; neither WPE nor any person on each such Lease have been paid. Neither behalf of the Insurance Companies is in default in WPE has received any material respect notice of cancellation or termination from any landlord under any of such Leases and, to the Knowledge of Seller, no lessor Leases; WPE is not in default Default under any of such Leases. No material waiver, indulgence or postponement of the obligations terms of any of the Insurance Companies Leases; to WPE's Knowledge, no lessor under such Leases has been granted by the lessor, and no event has occurred which, with the passage of time or the giving of notice, or both, would constitute a default thereunder by any of the Insurance Companies. To Leases is in Default under the Knowledge terms of Seller, no event has occurred which, with any such Leases; the passage of time or the giving of notice or both, would constitute a default thereunder by any lessor. The Owned Real Property together with the Leased Real Property constitutes all interests in real property currently used or currently held for use in connection with the business current monthly rentals under each of the Insurance Companies Leases is correctly set forth in Schedule 2.1(a), and which are necessary for the continued operation WPE has paid its monthly rental, additional rent and all other monetary obligations due under each of the business Leases through the last day of the Insurance Companies as it is now being conducted. (c) The Insurance Companies enjoy peaceful month of this Agreement; the commencement dates and undisturbed possession expiration dates of each of the Leases are correctly set forth in all material respects Schedule 2.1(a); no ongoing dispute exists with any landlord concerning the payment of rent or WPE's performance of any of its obligations under all the Leases; WPE has not assigned or otherwise transferred its rights under any of the Leases, none nor has WPE sublet or permitted any other person to occupy all or any portion of which contain the leased premises; the amount of any provisions that will materially impair security deposit made by or adversely affect its ability to continue to use on behalf of WPE under each of the Leases is correctly set forth on Schedule 2.1(a); and any renewal option of WPE under the Leases, including the renewal rent, is correctly set forth on Schedule 2.1(a). Each Lease constitutes the sole and entire agreement between the lessor thereunder and WPE respecting the premises leased thereunder as it currently doesthereunder. WPE is the lessee of the leasehold estate purported to be granted by each Lease, and (i) no notice of violation of its possession thereof has not been disturbed, nor has any law, ordinance or administrative regulation (including any zoning or building law) has claim been received by Seller or the Insurance Companies with respect asserted against it adverse to any Leased Real Property or Owned Real Property and (ii) none of the Insurance Companies has received notice that any Lease will not be renewed upon its expiration date, or notice that rights in such Lease will be renewed but upon terms and conditions which, taken as a whole, will differ in a material adverse manner from existing terms under such Lease. If the consents specified in Schedule 3.19(b) are obtained, the continuation, validity and effectiveness of such Leases under the current terms thereof will not be materially affected by the consummation of the transactions contemplated herein. The property leased or subleased by the Insurance Companies in respect of their respective businesses is in a state of reasonable maintenance and repair, ordinary wear and tear excepted. To the Knowledge of Seller, neither the whole nor any portion of any real property leased or subleased by the Insurance Companies in respect of their respective businesses is being condemned or otherwise taken by any public authority, nor, to the Knowledge of Seller, is any such condemnation or taking threatened or contemplated. Neither the whole nor any portion of any real property leased or subleased by the Insurance Companies in respect of their respective businesses has been damaged in any material respect or destroyed by fire or other casualty. All work required to be performed by the lessor at any premises leased or subleased by the Insurance Companies is materially completeleasehold estate.

Real Property Leases. (a) Schedule 3.19(a) 6.26 hereto sets forth a summary complete and accurate description and list as of the Closing Date of the location, by state and street address, of all real property owned and leased by each Borrower, together with, in the Insurance Companies case of real property that is owned, a statement as to whether such real property is the subject of a contract of sale (the “Owned Real Property”) all of which is presently in material compliance with all Law relating and, if so, a statement as to the use and operation status of the Owned Real Property (including but not limited to building codes and zoning lawssuch sale). All material Permits required by any Governmental Entity in order to own and operate the Owned Real Property have been obtained and are in full force and effect and the certificates of occupancy for the Owned Property permit its current uses in all material respects. The Insurance Companies have good and marketable fee title to all Owned Real Property, free and clear of all Liens, other than Permitted Liens. (b) As of the Closing Date, each Borrower has valid leasehold interests in the Leases described in Schedule 3.19(b) 6.26 hereto. Schedule 6.26 hereto sets forth a true with respect to each Lease, the commencement date, termination date, renewal options (if any) and complete list and summary description of all real property leased by any of the Insurance Companies (the “Leased Real Property”), including whether any consent of the lessor or other third party annual base rents. Each such Lease is required to maintain the effectiveness of the Leases in connection with the transactions contemplated hereby. Seller has delivered to Buyer true, correct and complete copies of the Leases. All of such Leases are valid and enforceable in full force and effect accordance with its terms in all material respects and all rents is in full force and additional rents and other material assessments due to date on each such Lease have been paideffect. Neither any Borrower nor, to the knowledge of the Insurance Companies Borrowers, any other party to any Lease is in default in of its obligations thereunder and the Borrowers have not at any material respect time delivered or received any notice of default which remains uncured under any of such Leases Lease and, to the Knowledge of Seller, no lessor is in default under any of such Leases. No material waiver, indulgence or postponement as of the obligations of any of the Insurance Companies under such Leases has been granted by the lessor, and no event has occurred which, with the passage of time or the giving of notice, or both, would constitute a default thereunder by any of the Insurance Companies. To the Knowledge of SellerClosing Date, no event has occurred which, with the passage of time or the giving of notice or the passage of time, or both, would constitute a default thereunder by under any lessor. The Owned Real Property together with such Lease, except for defaults the Leased Real Property constitutes all interests consequence of which in real property currently used or currently held for use in connection with the business of the Insurance Companies and which are necessary for the continued operation of the business of the Insurance Companies as it is now being conductedaggregate would have no Material Adverse Effect. (c) The Insurance Companies enjoy peaceful All permits required to have been issued to the Borrowers with respect to the real property owned or leased by the Borrowers to enable such property to be lawfully occupied and undisturbed possession used for all of the purposes for which it is currently occupied and used (separate and apart from any other properties), have been lawfully issued and are in full force and effect, other than such permits which if not obtained, would not have a Material Adverse Effect, and all such real property complies in all material respects under with all Leasesapplicable legal and insurance requirements. (d) The Borrowers have not received any notice, none of which contain nor does any provisions that will materially impair or adversely affect its ability to continue to use the premises leased thereunder as it currently doesBorrower have any knowledge, and (i) no notice of violation of any lawpending, ordinance threatened or administrative regulation contemplated condemnation proceeding affecting any real property owned or leased by any Borrower or any Subsidiary. (including any zoning or building lawe) has been received by Seller or the Insurance Companies with respect to any Leased Real Property or Owned Real Property and (ii) none of the Insurance Companies has received notice that any Lease will not be renewed upon its expiration date, or notice that such Lease will be renewed but upon terms and conditions which, taken as a whole, will differ in a material adverse manner from existing terms under such Lease. If the consents specified in Schedule 3.19(b) are obtained, the continuation, validity and effectiveness of such Leases under the current terms thereof will not be materially affected by the consummation of the transactions contemplated herein. The property leased or subleased by the Insurance Companies in respect of their respective businesses is in a state of reasonable maintenance and repair, ordinary wear and tear excepted. To the Knowledge of Seller, neither the whole nor any No portion of any real property owned or leased or subleased by the Insurance Companies in respect of their respective businesses is being condemned or otherwise taken by any public authority, nor, to the Knowledge Borrower or any of Seller, is its Subsidiaries has suffered any such condemnation or taking threatened or contemplated. Neither the whole nor any portion of any real property leased or subleased by the Insurance Companies in respect of their respective businesses has been damaged in any material respect or destroyed damage by fire or other casualty. All work required casualty loss which has not heretofore been completely repaired and restored to be performed by the lessor at any premises leased its condition existing prior to such casualty or subleased by the Insurance Companies which if not repaired or restored is materially completenot reasonably likely to result in a Material Adverse Effect.

Real Property Leases. (a) Schedule 3.19(a) hereto sets forth a summary description of the real property owned by the Insurance Companies (the “Owned Real Property”) all of which is presently in material compliance with all Law relating to the use and operation of the Owned Real Property (including but not limited to building codes and zoning laws). All material Permits required by any Governmental Entity in order to own and operate the Owned Real Property have been obtained and are in full force and effect and the certificates of occupancy for the Owned Property permit its current uses in all material respects. The Insurance Companies have good and marketable fee title to all Owned Real Property, free and clear of all Liens, other than Permitted Liens. (b) Schedule 3.19(b) hereto sets forth a true and complete list and summary description of all real property leased by any of the Insurance Companies (the “Leased Real Property”), including whether any consent of the lessor or other third party is required to maintain the effectiveness of the Leases in connection with the transactions contemplated hereby. Seller has delivered made available to Buyer true, correct and complete copies of the Leases. All With respect to the Leases, and except as set forth on Schedule 3.7 of such the Disclosure Schedule, the Leases have not been modified or amended by any written or, to Seller’s Knowledge, any oral agreement and are valid and in full force and effect in all material respects and all rents are valid and additional rents and other material assessments due to date subsisting; neither Seller nor any Person on each such Lease have been paid. Neither behalf of Seller has received any written notice of cancellation or termination from any landlord under any of the Insurance Companies Leases; Seller is not in default in any material respect under the terms of any of such Leases and, the Leases; to the Knowledge of Seller’s Knowledge, no lessor under any of the Leases is in default under the terms of any of such Leases. No material waiver; Seller has paid or accrued their monthly rental, indulgence or postponement additional rent and all other monetary obligations due under each of the obligations Leases through the last day of the month of this Agreement; no ongoing dispute exists with any landlord concerning the payment of rent or Seller’s performance of any of their obligations under the Insurance Companies Leases; Seller has not assigned or otherwise transferred its rights under such Leases has been granted by the lessor, and no event has occurred which, with the passage of time or the giving of notice, or both, would constitute a default thereunder by any of the Insurance Companies. To the Knowledge of SellerLeases, no event nor has occurred which, with the passage of time Seller sublet or the giving of notice permitted any other Person to occupy all or both, would constitute a default thereunder by any lessor. The Owned Real Property together with the Leased Real Property constitutes all interests in real property currently used or currently held for use in connection with the business portion of the Insurance Companies leased premises. Each Lease is legal, valid, binding, enforceable and which are necessary for in full force and effect and constitutes the continued operation of sole and entire agreement between the business of the Insurance Companies as it is now being conducted. (c) The Insurance Companies enjoy peaceful lessor thereunder and undisturbed possession in all material respects under all Leases, none of which contain any provisions that will materially impair or adversely affect its ability to continue to use Seller respecting the premises leased thereunder as it currently does, and (i) no notice of violation of any law, ordinance or administrative regulation (including any zoning or building law) has been received by Seller or the Insurance Companies with respect to any “Leased Real Property or Owned Real Property and (ii) none of the Insurance Companies has received notice that any Lease will not be renewed upon its expiration date, or notice that such Lease will be renewed but upon terms and conditions which, taken as a whole, will differ in a material adverse manner from existing terms under such Lease. If the consents specified in Schedule 3.19(b) are obtained, the continuation, validity and effectiveness of such Leases under the current terms thereof will not be materially affected by the consummation of the transactions contemplated herein. The property leased or subleased by the Insurance Companies in respect of their respective businesses is in a state of reasonable maintenance and repair, ordinary wear and tear excepted. To the Knowledge of Seller, neither the whole nor any portion of any real property leased or subleased by the Insurance Companies in respect of their respective businesses is being condemned or otherwise taken by any public authority, nor, to the Knowledge of Seller, is any such condemnation or taking threatened or contemplated. Neither the whole nor any portion of any real property leased or subleased by the Insurance Companies in respect of their respective businesses has been damaged in any material respect or destroyed by fire or other casualty. All work required to be performed by the lessor at any premises leased or subleased by the Insurance Companies is materially completeProperty”).

Real Property Leases. (aSchedule 4.7(b) Schedule 3.19(a) hereto sets forth a summary true and complete description of the all real property owned leased, licensed to or otherwise used or occupied (but not owned) by Trans-West or the Insurance Companies Company (collectively, the “Owned Leased Real Property”) all including the address thereof, the annual fixed rental, the expiration of which is presently in material compliance the term, any extension options and any security deposits. A true and correct copy of each such lease, license or occupancy agreement, and any amendments thereto, with all Law relating respect to the use and operation of the Owned Leased Real Property (including but not limited collectively, the “Real Property Leases”) has been delivered to building codes the Purchaser, and zoning laws)no changes have been made to any Real Property Leases since the date of delivery. All material Permits required by any Governmental Entity in order to own and operate of the Owned Leased Real Property have been obtained and are is used or occupied by the Company or Trans-West pursuant to a Real Property Lease. Each Real Property Lease is in full force and effect and is valid, binding and enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation, fraudulent conveyance and other similar Laws and principles of equity affecting creditors’ rights and remedies generally. There are no existing defaults by Trans-West or the certificates Company or, to the knowledge of occupancy for the Owned Property permit its current uses in all material respects. The Insurance Companies have good and marketable fee title to all Owned Real PropertySeller Parties, free and clear of all Liens, other than Permitted Liens. (b) Schedule 3.19(b) hereto sets forth a true and complete list and summary description of all real property leased by the lessor under any of the Insurance Companies (the “Leased Real Property”)Property Leases, including whether any consent of the lessor or other third party is required to maintain the effectiveness of the Leases in connection with the transactions contemplated hereby. Seller has delivered to Buyer true, correct and complete copies of the Leases. All of such Leases are valid and in full force and effect in all material respects and all rents and additional rents and other material assessments due to date on each such Lease have been paid. Neither of the Insurance Companies is in default in any material respect under any of such Leases and, to the Knowledge of Seller, no lessor is in default under any of such Leases. No material waiver, indulgence or postponement knowledge of the obligations of any of the Insurance Companies under such Leases has been granted by the lessor, and no event has occurred which, with the passage of time or the giving of notice, or both, would constitute a default thereunder by any of the Insurance Companies. To the Knowledge of SellerSeller Parties, no event has occurred whichwhich (with notice, with the passage lapse of time or the giving of notice or both, would ) could reasonably be expected to constitute a breach or default thereunder under any of the Real Property Leases by any lessor. The Owned party or give any party the right to terminate, accelerate or modify any Real Property together with the Leased Real Property constitutes all interests in real property currently used or currently held for use in connection with the business of the Insurance Companies and which are necessary for the continued operation of the business of the Insurance Companies Lease. Except as it is now being conducted. (c) The Insurance Companies enjoy peaceful and undisturbed possession in all material respects under all Leasesset forth on Schedule 4.7(b), none of which contain any provisions that will materially impair or adversely affect its ability to continue to use the premises leased thereunder as it currently does, and (i) no notice consent is required from the lessor under any of violation of any law, ordinance or administrative regulation (including any zoning or building law) has been received by Seller or the Insurance Companies with respect to any Leased Real Property or Owned Real Property Leases in order to consummate the transactions contemplated by this Agreement and the Ancillary Agreements and (ii) none no Affiliate or Family Affiliate of the Insurance Companies has received notice that any Lease will not be renewed upon its expiration date, or notice that such Lease will be renewed but upon terms and conditions which, taken as a whole, will differ in a material adverse manner from existing terms under such Lease. If the consents specified in Schedule 3.19(b) are obtainedTrans-West, the continuation, validity and effectiveness of such Leases under Company or any Seller Parties is the current terms thereof will not be materially affected by the consummation of the transactions contemplated herein. The property leased owner or subleased by the Insurance Companies in respect of their respective businesses is in a state of reasonable maintenance and repair, ordinary wear and tear excepted. To the Knowledge of Seller, neither the whole nor any portion lessor of any real property leased or subleased by the Insurance Companies in respect of their respective businesses is being condemned or otherwise taken by any public authority, nor, to the Knowledge of Seller, is any such condemnation or taking threatened or contemplated. Neither the whole nor any portion of any real property leased or subleased by the Insurance Companies in respect of their respective businesses has been damaged in any material respect or destroyed by fire or other casualty. All work required to be performed by the lessor at any premises leased or subleased by the Insurance Companies is materially completeLeased Real Property.

Real Property Leases. (a) Seller does not own any real property. Schedule 3.19(a1.1(f) hereto sets forth an accurate and complete list of all Real Property Leases. Seller has delivered to Buyer accurate and complete copies of each Real Property Lease and all amendments and modifications thereto. All Real Property Leases, and all amendments and modifications thereto, are in full force and effect and have not been modified or amended, and there exists no default under any such lease by Seller, nor any event which, with notice or lapse of time or both, would constitute a summary description default thereunder by Seller or, to Seller’s Knowledge, by any third party. To Seller’s Knowledge, there is no pending, contemplated or threatened condemnation of any of the real property owned by the Insurance Companies (the “Owned Real Property”) all of which is presently in material compliance with all Law buildings, land, fixtures or improvements relating to the use and operation Real Property Leases or the Leased Real Property or any part thereof. There are no parties in possession or, to Seller’s Knowledge, parties having any current or future right to occupy any of the Owned Real Property Leases during the terms of such Real Property Leases. To Seller’s Knowledge, (including but not limited i) the Leased Real Property conforms in all material respects to building codes all applicable building, zoning and zoning laws). All material Permits required by any Governmental Entity in order to own other Laws, ordinances, rules and operate regulations, (ii) all licenses and other approvals necessary for the Owned current occupancy and use of the Leased Real Property have been obtained and are in full force and effect effect, and there have been no violations thereof that individually or in the certificates aggregate have had or reasonably would be expected to have a Material Adverse Effect, and (iii) there exists no material breach or violation of occupancy for any covenant, condition, restriction, easement, agreement or order affecting any of the Owned Property permit its current uses in all material respects. The Insurance Companies have good and marketable fee title to all Owned Leased Real Property, free and clear of all Liens, other than Permitted Liens. (b) Schedule 3.19(b) hereto sets forth a true and complete list and summary description of all real property leased by any of To Seller’s Knowledge, there are no material defects in the Insurance Companies (the “Leased Real Property”), including whether any consent of the lessor or other third party is required to maintain the effectiveness of the Leases in connection with the transactions contemplated hereby. Seller has delivered to Buyer true, correct and complete copies of the Leases. All of such Leases are valid and in full force and effect in all material respects and all rents and additional rents and other material assessments due to date on each such Lease have been paid. Neither of the Insurance Companies is in default in any material respect under any of such Leases and, to the Knowledge of Seller, no lessor is in default under any of such Leases. No material waiver, indulgence or postponement of the obligations physical condition of any of the Insurance Companies under such Leases has been granted by the lessorLeased Real Property, including, without limitation, structural elements, mechanical systems, parking and loading areas, and no event has occurred whichall buildings and improvements relating thereto are in good operating condition and repair, with the passage of time or the giving of notice, or both, would constitute a default thereunder by any of the Insurance Companiesordinary and reasonable wear and tear expected and have been well maintained. To the Knowledge Seller’s Knowledge, none of Seller, no event has occurred which, with the passage of time or the giving of notice or both, would constitute a default thereunder by any lessor. The Owned Real Property together with the Leased Real Property constitutes is located in an area designated by any Governmental Authority as being within a flood plain or subject to special flood or other hazards. To Seller’s Knowledge, all interests in real property currently used water, sewer, gas, electric, telephone, drainage and other utilities required by Law or currently held for use in connection with the business of the Insurance Companies and which are necessary for the continued operation of the business of the Insurance Companies as it is now being conducted. (c) The Insurance Companies enjoy peaceful and undisturbed possession in all material respects under all Leases, none of which contain any provisions that will materially impair or adversely affect its ability to continue to use the premises leased thereunder as it currently does, and (i) no notice of violation of any law, ordinance or administrative regulation (including any zoning or building law) has been received by Seller or the Insurance Companies with respect to any Leased Real Property or Owned have been connected under valid permits and pursuant to valid easements where required, and are sufficient to service the Leased Real Property and (ii) none of the Insurance Companies has received notice that any Lease will not be renewed upon its expiration date, or notice that such Lease will be renewed but upon terms and conditions which, taken as a whole, will differ are in a material adverse manner from existing terms under such Lease. If the consents specified in Schedule 3.19(b) are obtained, the continuation, validity and effectiveness of such Leases under the current terms thereof will not be materially affected by the consummation of the transactions contemplated herein. The property leased or subleased by the Insurance Companies in respect of their respective businesses is in a state of reasonable maintenance and repair, ordinary wear and tear excepted. To the Knowledge of Seller, neither the whole nor any portion of any real property leased or subleased by the Insurance Companies in respect of their respective businesses is being condemned or otherwise taken by any public authority, nor, to the Knowledge of Seller, is any such condemnation or taking threatened or contemplated. Neither the whole nor any portion of any real property leased or subleased by the Insurance Companies in respect of their respective businesses has been damaged in any material respect or destroyed by fire or other casualty. All work required to be performed by the lessor at any premises leased or subleased by the Insurance Companies is materially completegood operating condition.

Real Property Leases. (a) Schedule 3.19(a) hereto sets forth The Seller owns no real property which is used in the Business. The Lease is the only lease, sublease or other arrangement pursuant to which the Seller leases or subleases real property used in the Business, and the Seller has heretofore delivered to Purchaser a summary description complete and accurate copy of the real property owned by Lease. The Seller is the Insurance Companies (sole lessee under the “Owned Real Property”) all of which Lease and such Lease is presently in material compliance with all Law relating to the use and operation of the Owned Real Property (including but not limited to building codes and zoning laws). All material Permits required by any Governmental Entity in order to own and operate the Owned Real Property have been obtained and are in full force and effect and has not been further supplemented, amended or modified. Such Lease is a valid and binding obligation of Seller and to the certificates of occupancy for the Owned Property permit its current uses in all material respects. The Insurance Companies have good and marketable fee title to all Owned Real Property, free and clear of all Liens, other than Permitted Liens. (b) Schedule 3.19(b) hereto sets forth a true and complete list and summary description of all real property leased by any best knowledge of the Insurance Companies (the “Leased Real Property”)Seller, such Lease is enforceable substantially in accordance with its terms and there exists no material event of default or event, occurrence, condition or act, including whether 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 material default in any respect under the Lease (except that the assignment of the Lease to the Purchaser requires the consent of the lessor or other third party is required to maintain under the effectiveness of the Leases in connection with the transactions contemplated herebyLease). The Seller has delivered to Buyer truenot received any notice of any event of default or any event, correct and complete copies occurrence, condition or act which constitutes or would constitute (with notice or lapse of the Leases. All of such Leases are valid and in full force and effect in all material respects and all rents and additional rents and other material assessments due to date on each such Lease have been paid. Neither of the Insurance Companies is in time or both) a default in any material respect under any of such Leases and, to the Knowledge of Seller, no lessor is in default under any of such Leases. No material waiver, indulgence or postponement of the obligations of any of the Insurance Companies under such Leases has been granted by the lessor, and no event has occurred which, with the passage of time or the giving of notice, or both, would constitute a default thereunder by any of the Insurance CompaniesLease. To the Knowledge best knowledge of the Seller, the leased premises are structurally sound with no event has occurred which, with the passage of time or the giving of notice or both, would constitute a default thereunder by any lessor. The Owned Real Property together with the Leased Real Property constitutes all interests in real property currently used or currently held for use in connection with the business of the Insurance Companies and which are necessary for the continued operation of the business of the Insurance Companies as it is now being conducted. (c) The Insurance Companies enjoy peaceful and undisturbed possession in all material respects under all Leases, none of which contain any provisions that will materially impair or adversely affect its ability to continue to use the premises leased thereunder as it currently does, and (i) no notice of violation of any law, ordinance or administrative regulation (including any zoning or building law) has been received by Seller or the Insurance Companies with respect to any Leased Real Property or Owned Real Property and (ii) none of the Insurance Companies has received notice that any Lease will not be renewed upon its expiration date, or notice that such Lease will be renewed but upon terms and conditions whichdefects and, taken as a whole, will differ are in a material adverse manner from existing terms under such Lease. If good operating condition and repair and adequate for the consents specified in Schedule 3.19(b) uses to which they are obtainedbeing put, the continuation, validity and effectiveness of such Leases under the current terms thereof will not be materially affected by the consummation of the transactions contemplated herein. The property leased without need for maintenance or subleased by the Insurance Companies in respect of their respective businesses is in a state of reasonable repairs except for ordinary routine maintenance and repair, ordinary wear and tear exceptedrepairs or those not material in nature or cost. To the Knowledge best knowledge of the Seller, neither the whole nor any portion of any real property leased or subleased covered by the Insurance Companies Lease, the buildings, fixtures and improvements on such, and the present use thereof, comply in respect all material respects with all zoning laws, ordinances and regulations of their respective businesses is being condemned or otherwise taken governmental authorities having jurisdiction thereof, including material provisions relating to permissible nonconforming uses, if any, and any such premises are not presently affected, nor to the best knowledge of the Seller threatened, by any public authority, nor, to the Knowledge of Seller, is any such condemnation or taking threatened eminent domain proceeding or contemplated. Neither the whole nor any portion of any real property leased or subleased proceeding by the Insurance Companies in respect of their respective businesses has been damaged in any material respect or destroyed by fire or other casualty. All work required to be performed by the lessor at any premises leased or subleased by the Insurance Companies is materially completea mortgagee.

Real Property Leases. (a) Schedule 3.19(a) hereto sets forth a summary description SECTION 3.7 of the Disclosure Schedule lists all leases pursuant to which Seller holds any real property owned used in connection with the Division. Other than the Facility, Seller does not own any real property which is used in the operation of the Business, and no other real property is included within the Acquired Assets. The Leased Property is leased by Seller pursuant to the Insurance Companies (the “Owned Real Property”) all Lease, a true and correct copy of which is presently in material compliance with all Law relating attached to the use Disclosure Schedule. The Lease provides that all improvements constructed on the Leased Property, including the Facility and operation all fixtures, equipment, personal property and appurtenances thereto, shall be the property of Seller and shall be removed by Seller at the termination of the Owned Real Property (including but not limited to building codes and zoning laws)Lease unless otherwise agreed by the Lessors. All material Permits required by any Governmental Entity in order to own and operate the Owned Real Property have been obtained and are The Lease is in full force and effect and is valid, binding and enforceable with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar laws from time to time in effect which affect creditors' rights generally, and by legal and equitable limitations on the certificates availability of occupancy for specific remedies. Except to the Owned Property permit its current uses in all material respects. The Insurance Companies have good and marketable fee title extent of any required Consent to all Owned Real Property, free and clear of all Liens, other than Permitted Liens. (b) Schedule 3.19(b) hereto sets forth a true and complete list and summary description of all real property leased by any the assignment of the Insurance Companies (the “Leased Real Property”)Lease to Purchaser, including whether any consent of the lessor there exists no default by Seller or other third party is required to maintain the effectiveness of the Leases in connection with the transactions contemplated hereby. Seller has delivered to Buyer true, correct and complete copies of the Leases. All of such Leases are valid and in full force and effect in all material respects and all rents and additional rents and other material assessments due to date on each such Lease have been paid. Neither of the Insurance Companies is in default in any material respect under any of such Leases and, to the Knowledge of Seller, no lessor is in default under any of such Leases. No material waiver, indulgence event or postponement of the obligations of any of the Insurance Companies under such Leases has been granted by the lessor, and no event has occurred condition which, with the passage notice or lapse of time or the giving of notice, or both, would constitute a default thereunder by Seller under the Lease. There exists no default by Lessors or, to Seller's knowledge, any of the Insurance Companies. To the Knowledge of Seller, no event has occurred or condition which, with the passage notice or lapse of time or the giving of notice or both, would constitute a default thereunder by any lessorLessors under the Lease. The Owned Real Property together with Lease has not been amended or modified, whether orally or in writing. Seller has not assigned the Leased Real Property constitutes all interests in real property currently used Lease or currently held for use in connection with the business any of the Insurance Companies and which are necessary for the continued operation of the business of the Insurance Companies as it is now being conductedits right, title or interest thereunder. (c) The Insurance Companies enjoy peaceful and undisturbed possession in all material respects under all Leases, none of which contain any provisions that will materially impair or adversely affect its ability to continue to use the premises leased thereunder as it currently does, and (i) no notice of violation of any law, ordinance or administrative regulation (including any zoning or building law) has been received by Seller or the Insurance Companies with respect to any Leased Real Property or Owned Real Property and (ii) none of the Insurance Companies has received notice that any Lease will not be renewed upon its expiration date, or notice that such Lease will be renewed but upon terms and conditions which, taken as a whole, will differ in a material adverse manner from existing terms under such Lease. If the consents specified in Schedule 3.19(b) are obtained, the continuation, validity and effectiveness of such Leases under the current terms thereof will not be materially affected by the consummation of the transactions contemplated herein. The property leased or subleased by the Insurance Companies in respect of their respective businesses is in a state of reasonable maintenance and repair, ordinary wear and tear excepted. To the Knowledge of Seller, neither the whole nor any portion of any real property leased or subleased by the Insurance Companies in respect of their respective businesses is being condemned or otherwise taken by any public authority, nor, to the Knowledge of Seller, is any such condemnation or taking threatened or contemplated. Neither the whole nor any portion of any real property leased or subleased by the Insurance Companies in respect of their respective businesses has been damaged in any material respect or destroyed by fire or other casualty. All work required to be performed by the lessor at any premises leased or subleased by the Insurance Companies is materially complete.

Real Property Leases. (a) Schedule 3.19(a) hereto sets forth a summary description of the The Company does not own any real property owned by the Insurance Companies (the “Owned Real Property”) all of which is presently in material compliance with all Law relating to the use and operation of the Owned Real Property (including but not limited to building codes and zoning laws). All material Permits required by any Governmental Entity in order to own and operate the Owned Real Property have been obtained and are in full force and effect and the certificates of occupancy for the Owned Property permit its current uses in all material respects. The Insurance Companies have good and marketable fee title to all Owned Real Property, free and clear of all Liens, other than Permitted Liensproperty. (b) Schedule 3.19(b4.16(b) hereto sets forth contains a true complete and complete correct list and summary description of all leases of real property, occupancy agreements, licenses, concessions or similar agreements (the “Real Property Leases”) under which the Company is a lessee, sub-lessee, tenant, licensee or assignee of any real property leased owned by any of the Insurance Companies third Person (the “Leased Real Property”), including whether any consent of the lessor or other third party is required . The Company has made available to maintain the effectiveness of the Leases in connection with the transactions contemplated hereby. Seller has delivered to Buyer Purchaser true, correct and complete copies of each Real Property Lease. With respect to each Real Property Lease, (i) there exists no default under such Real Property Lease by the LeasesCompany nor, to the Knowledge of the Company, is there any event which, with notice or the passage of time or both, could ripen into a default and the Company has received no written notice of any such default, and (ii) to the Knowledge of the Company, there exists no default by any third-party thereunder nor any event which, with notice or the passage of time or both, could ripen into a default. All of such Leases are Each Real Property Lease is a legal, valid and in full force and effect in all material respects and all rents and additional rents and other material assessments due to date on each such Lease have been paid. Neither binding obligation of the Insurance Companies is in default in any material respect under any of such Leases Company, and, to the Knowledge of Sellerthe Company, no lessor is each other party thereto, enforceable against each such other party thereto in default under any accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and subject to general principles of such Leasesequity. No material waiver, indulgence or postponement The consummation of the obligations of transactions contemplated by this Agreement or any of Ancillary Agreement require no Consents from any Person and will not result in any default, penalty, right to terminate, increase in the Insurance Companies amounts payable under such Leases has been granted by the lessor, and no event has occurred which, with the passage of time or the giving of notice, or both, would constitute a default thereunder by modification to any of the Insurance Companies. To the Knowledge of Seller, no event has occurred which, with the passage of time or the giving of notice or both, would constitute a default thereunder by any lessorReal Property Lease. The Owned Company holds good and valid leasehold estates in the Leased Real Property together with the and such Leased Real Property constitutes all interests in real property of the Real Property currently used or currently held for use in connection with the business conduct of the Insurance Companies and which are necessary for the continued operation of the business of the Insurance Companies as it is now being conductedCompany’s business. (c) The Insurance Companies enjoy peaceful and undisturbed possession in all material respects under all Leases, none of which contain any provisions that will materially impair or adversely affect its ability to continue to use the premises leased thereunder as it currently does, and (i) There is no notice of violation of any law, ordinance or administrative regulation (including any zoning or building law) has been received by Seller or the Insurance Companies with respect to any Leased Real Property or Owned Real Property and (ii) none of the Insurance Companies has received notice that any Lease will not be renewed upon its expiration date, or notice that such Lease will be renewed but upon terms and conditions which, taken as a whole, will differ in a material adverse manner from existing terms under such Lease. If the consents specified in Schedule 3.19(b) are obtained, the continuation, validity and effectiveness of such Leases under the current terms thereof will not be materially affected by the consummation of the transactions contemplated herein. The property leased or subleased by the Insurance Companies in respect of their respective businesses is in a state of reasonable maintenance and repair, ordinary wear and tear excepted. To the Knowledge of Seller, neither the whole nor any portion of any real property leased or subleased by the Insurance Companies in respect of their respective businesses is being condemned or otherwise taken by any public authority, norpending or, to the Knowledge of Sellerthe Company, is threatened condemnation (or similar proceedings) of all or any part of the Leased Real Property, and, except as set forth on Schedule 4.16(c), the Company has not assigned or sublet or granted any rights to use and occupy or created any limitations to or on its interests under any Real Property Lease to any Person, (ii) to the Knowledge of the Company, there are no zoning, building code, occupancy restriction or other land-use regulation proceedings or any proposed change in any applicable Laws that could, individually or in the aggregate, result in a Material Adverse Effect, nor has the Company received any notice of any special assessment proceedings affecting any Leased Real Property, or applied for any change to the zoning or land use status of any Leased Real Property, (iii) to the Knowledge of the Company, there are no defects, structural or otherwise, with respect to any of the Leased Real Property (or any improvements located thereon), which could reasonably be anticipated to have a material adverse impact on the value or utility of any such condemnation or taking threatened or contemplated. Neither parcel of Leased Real Property, and (iv) to the whole nor any portion Knowledge of any real property leased or subleased by the Insurance Companies in respect of their respective businesses has been damaged in any material respect or destroyed by fire Company, there are no easements, Liens or other casualty. All work required to be performed by agreements (whether of record or not) affecting title to, or creating any Lien or charge upon, any of the lessor at any premises leased or subleased by the Insurance Companies is materially completeLeased Real Property.

Real Property Leases. (a) 6.10.1 Schedule 3.19(a) hereto 6.10 sets forth a summary description list of all leases, licenses, subleases and occupancy agreements, together with all amendments thereto, with respect to all properties in which the real property owned by Seller has a leasehold interest and related to the Insurance Companies Business (excluding Dallas Branch and Sacramento Branch) whether as lessor or lessee, (each, a “Real Property Lease” and collectively, the “Owned Real Property”) all of which is presently in material compliance with all Law relating to the use and operation of the Owned Real Property (including but not limited to building codes and zoning laws). All material Permits required Leases”; the property covered by any Governmental Entity in order to own and operate the Owned Real Property have been obtained and are in full force and effect and Leases under which the certificates of occupancy for the Owned Property permit its current uses in all material respects. The Insurance Companies have good and marketable fee title Seller is a lessee is referred to all Owned Real Property, free and clear of all Liens, other than Permitted Liens. (b) Schedule 3.19(b) hereto sets forth a true and complete list and summary description of all real property leased by any of the Insurance Companies (herein as the “Leased Real Property”), including whether any consent of the lessor or other third party is required to maintain the effectiveness of the Leases in connection with the transactions contemplated hereby. Seller No option has delivered to Buyer true, correct and complete copies of the Leases. All of such Leases are valid and in full force and effect in all material respects and all rents and additional rents and other material assessments due to date on each such Lease have been paid. Neither of the Insurance Companies is in default in any material respect exercised under any of such Real Property Leases, except options whose exercise has been evidenced by a written document, a true, complete and accurate copy of which has been delivered to Purchaser with the corresponding Real Property Lease. The transfer of the Real Property Leases and, to the Knowledge Purchaser: (a) does not require the consent or approval of Sellerthe other party to the Real Property Lease, or (b) Seller has obtained such consent or approval. 6.10.2 Since the Balance Sheet Date, no lessor is in Real Property Lease has been modified or amended and no party to any Real Property Lease has given the Seller notice of or made a claim with respect to any breach or default under any of such Leases. No material waiver, indulgence or postponement of the obligations of any of the Insurance Companies under such Leases has been granted by the lessor, and no event has occurred which, with the passage of time or the giving of notice, or both, would constitute a default thereunder by any of the Insurance Companies. To the Knowledge of Seller, no event has occurred which, with the passage of time or the giving of notice or both, would constitute a default thereunder by any lessor. The Owned Real Property together with Lease. 6.10.3 None of the Leased Real Property constitutes all interests is subject to any sublease, license or other agreement to which the Seller is a party granting to any other Person any right to the use, occupancy or enjoyment of such property or any portion thereof. The Seller has not received any notice from any utility company or municipality of any fact or condition which could result in real property currently used the discontinuation of presently available or currently held otherwise necessary sewer, water, electric, gas, telephone or other utilities or services for use in connection with the business any of the Insurance Companies and which are necessary for Leased Real Property. All improvements on the continued operation of the business of the Insurance Companies as it is now being conducted. (c) The Insurance Companies enjoy peaceful and undisturbed possession in all material respects under all Leases, none of which contain any provisions that will materially impair or adversely affect its ability to continue to use the premises leased thereunder as it currently does, and (i) no notice of violation of any law, ordinance or administrative regulation (including any zoning or building law) has been received by Seller or the Insurance Companies with respect to any Leased Real Property and the operations therein conducted conform to all applicable health, fire, environmental, safety, zoning and building laws, ordinances and administrative regulations, Permits and other regulations (including, without limitation, the Americans with Disabilities Act) and the Seller has not received any notice to the contrary. 6.10.4 The plumbing, electrical, heating, air conditioning, elevator, ventilating and all other mechanical or Owned structural systems in the buildings or improvements for which the Seller is responsible under the Real Property Leases are in good working order and (ii) none of the Insurance Companies has received notice that any Lease will not be renewed upon its expiration datecondition, or notice that such Lease will be renewed but upon terms and conditions which, taken as a whole, will differ in a material adverse manner from existing terms under such Lease. If the consents specified in Schedule 3.19(b) are obtainedand, the continuationroof, validity basement and effectiveness foundation walls of such Leases buildings and improvements for which the Seller is responsible under the current terms thereof will not be materially affected by the consummation Real Property Leases are in good condition and free of the transactions contemplated herein. The property leased or subleased by the Insurance Companies in respect of their respective businesses is in a state of reasonable maintenance leaks and repair, ordinary wear and tear excepted. To the Knowledge of Seller, neither the whole nor any portion of any real property leased or subleased by the Insurance Companies in respect of their respective businesses is being condemned or otherwise taken by any public authority, nor, to the Knowledge of Seller, is any such condemnation or taking threatened or contemplated. Neither the whole nor any portion of any real property leased or subleased by the Insurance Companies in respect of their respective businesses has been damaged in any material respect or destroyed by fire or other casualtydefects. All work required to be performed by the lessor at any premises leased or subleased by the Insurance Companies is materially completesuch mechanical and structural systems and such roofs, basement and foundation walls for which others are responsible under said Real Property Leases are in good working order and condition and free of leaks and other defects.

Real Property Leases. (a) Schedule 3.19(a) hereto sets forth Seller has made available to Buyer correct and complete copies of all real property leases and subleases and any and all ancillary documents pertaining thereto to which the Company is a summary description of party or is bound (each, a “Real Property Lease” and the premises leased thereunder, the “Leased Real Property”). The Company does not own any real property, and no real property is used in the Business, other than the Leased Real Property and the real property owned by set forth on Schedule 4.13(a). (b) Schedule 4.13(b) lists the Insurance Companies street address and the identity of the lessor, lessee and current occupant (the “Owned if different from lessee) of each such parcel of Leased Real Property”) . The Company has a valid leasehold estate under a lease or a sublease in all of which is presently in material compliance with all Law relating to the use and operation of the Owned Leased Real Property (including but not limited to building codes and zoning laws). All material Permits required leased by any Governmental Entity in order to own and operate the Owned Real Property have been obtained and are in full force and effect and the certificates of occupancy for the Owned Property permit its current uses in all material respects. The Insurance Companies have good and marketable fee title to all Owned Real Propertyit, free and clear of all Liens, other than Permitted Liens. (bc) Schedule 3.19(b) hereto sets forth a true and complete list and summary description of all real property leased by any of the Insurance Companies (the “Leased The Real Property”), including whether any consent of the lessor or other third party is required to maintain the effectiveness of the Leases in connection with the transactions contemplated hereby. Seller has delivered to Buyer true, correct and complete copies of the Leases. All of such Property Leases are valid and in full force and effect and, except as set forth on Schedule 4.13(c), have not been terminated, amended or modified orally or in all material respects and all rents and additional rents and other material assessments due to date on each such Lease have been paidwriting. Neither of the Insurance Companies is in default in any material respect under any of such Leases and, to the Knowledge of Seller, no lessor is in default under any of such Leases. No material waiver, indulgence or postponement of the obligations of any of the Insurance Companies under such Leases has been granted by the lessor, and no event has occurred which, with the passage of time or the giving of notice, or both, would constitute a default thereunder by any of the Insurance Companies. To the Knowledge of Seller, no event has occurred which, with the passage of time or the giving of notice or both, would constitute a default thereunder by any lessor. The Owned Real Property together with the Leased Real Property constitutes all interests in real property currently used or currently held for use in connection with the business of the Insurance Companies and which are necessary for the continued operation of the business of the Insurance Companies as it is now being conducted. (c) The Insurance Companies enjoy peaceful and undisturbed possession in all material respects under all Leases, none of which contain any provisions that will materially impair or adversely affect its ability to continue to use the premises leased thereunder as it currently does, and (i) no notice of violation of any law, ordinance or administrative regulation (including any zoning or building law) has been received by Seller or the Insurance Companies with respect to any Leased Real Property or Owned Real Property and (ii) none of the Insurance Companies has received notice that any Lease will not be renewed upon its expiration date, or notice that such Lease will be renewed but upon terms and conditions which, taken as a whole, will differ in a material adverse manner from existing terms under such Lease. If the consents specified in Schedule 3.19(b) are obtained, the continuation, validity and effectiveness of such Leases under the current terms thereof will not be materially affected by the consummation of the transactions contemplated herein. The property leased or subleased by the Insurance Companies in respect of their respective businesses is in a state of reasonable maintenance and repair, ordinary wear and tear excepted. To the Knowledge of Seller, neither the whole nor any portion of any real property leased or subleased by the Insurance Companies in respect of their respective businesses is being condemned or otherwise taken by any public authorityCompany, nor, to the Knowledge of Seller, the landlord under any of the Real Property Leases is in material default in the performance of its obligations under such Real Property Lease, and no event has occurred and is continuing and no condition exists that, with the giving of notice or the passage of time, or both, would constitute a material default by the Company or, to the actual knowledge of Seller without inquiry, such landlord under such Real Property Lease or give rise to a right of termination of such Real Property Lease by the Company or the landlord. (d) The Company has delivered to the applicable landlord any such condemnation security deposit required pursuant to the related Real Property Lease. (e) The premises demised pursuant to the Real Property Leases are in all material respects in good order, condition and repair (reasonable wear and tear excepted). (f) With respect to the premises demised under the Real Property Leases, the Company has not received any written notice of (i) any building, zoning, environmental or taking threatened other violations at the demised premises, (ii) the commencement of any eminent domain proceeding or contemplated. Neither (iii) the whole nor commencement of any real estate Tax enforcement proceedings. (g) Except as set forth on Schedule 4.13(g), the Company has not sublet all or any portion of any real property leased or subleased Leased Real Property, and no Person other than the Company occupies any part of the Leased Real Properties. No Leased Real Property is used for any purpose by any other Person, nor does any other Person have any claim to use any Leased Real Property. (h) Since January 31, 2013, and except as disclosed in Schedule 4.13(b), the Insurance Companies in respect of their respective businesses Company has been damaged in not exercised any material respect or destroyed by fire or other casualty. All work required option to be performed by the lessor at extend any premises leased or subleased by the Insurance Companies is materially completeReal Property Lease.

Real Property Leases. (a) Neither Company owns, and has never owned, any real property. Except as set forth in Schedule 3.19(a) hereto sets forth 3.12, the Leased Properties are the only real properties used by the Companies in connection with the conduct of their respective businesses. Each Company has a summary description valid, enforceable leasehold interest in each of the real property owned by Leased Properties to which it is a party. Schedule 3.12 contains a true and complete list of all of the Insurance Companies leases with respect to the Leased Properties, including all amendments, modifications and supplements thereto (the “Owned Real PropertyLeases”) ). Seller has provided Buyer with true and complete copies of all of which is presently in material compliance with all Law relating to the use and operation Leases. All of the Owned Real Property (including but not limited to building codes and zoning laws). All material Permits required by any Governmental Entity in order to own and operate the Owned Real Property have been obtained and Leases are in full force and effect and enforceable by the certificates of occupancy for the Owned Property permit its current uses Company that is a party thereto in all material respects. The Insurance Companies have good and marketable fee title to all Owned Real Property, free and clear of all Liens, other than Permitted Liens. (b) Schedule 3.19(b) hereto sets forth a true and complete list and summary description of all real property leased by any of the Insurance Companies (the “Leased Real Property”), including whether any consent of the lessor or other third party is required to maintain the effectiveness of the Leases in connection accordance with the transactions contemplated hereby. Seller has delivered to Buyer true, correct and complete copies of the Leases. All of such Leases are valid and in full force and effect in all material respects and all rents and additional rents and other material assessments due to date on each such Lease have been paidtheir terms. Neither of the Insurance Companies Company is in default in any material respect under any breach of such Leases and, to the Knowledge of Seller, no lessor is or in default under any of Lease. The Companies have maintained the Leased Properties in accordance with the applicable Leases and such Leased Properties are otherwise in the condition required by such Leases. No material waiver, indulgence or postponement all of the obligations of improvements to the Leased Properties are in structurally sound condition and, to Seller’s knowledge, contain no latent defects, and all mechanical, electrical, plumbing, ventilating, heating and air conditioning systems located therein are in good working order and condition. Neither Company has entered into any of contracts with respect to the Insurance Companies under such Leases has been granted by Leased Properties other than the lessorLeases, and no event has occurred which, Person is a subtenant or sublessee with respect to the passage of time Leased Properties or the giving of notice, otherwise uses or both, would constitute a default thereunder by occupies any portion of the Insurance CompaniesLeased Properties. To Without limiting the Knowledge foregoing, no landlord under a Lease has provided the relevant Company with written (or, to the knowledge of Seller, no event has occurred which, with the passage of time or the giving of notice or both, would constitute a default thereunder by any lessor. The Owned Real Property together with the Leased Real Property constitutes all interests in real property currently used or currently held for use in connection with the business of the Insurance Companies and which are necessary for the continued operation of the business of the Insurance Companies as it is now being conducted. (coral) The Insurance Companies enjoy peaceful and undisturbed possession in all material respects under all Leases, none of which contain any provisions that will materially impair or adversely affect its ability to continue to use the premises leased thereunder as it currently does, and (i) no notice of violation of any law, ordinance or administrative regulation (including any zoning or building law) has been received by Seller or the Insurance Companies with respect to any Leased Real Property or Owned Real Property and (ii) none of the Insurance Companies has received notice that the tenant must remove any Lease will not be renewed upon its expiration dateimprovement, alteration or other property (other than personal property) from, or notice that such Lease will be renewed but upon terms and conditions whichotherwise make any modifications to, taken as a whole, will differ in a material adverse manner from existing terms under the subject property at the termination of such Lease. If the consents specified in Schedule 3.19(b) are obtained, the continuation, validity and effectiveness of such Leases under the current terms thereof will not be materially affected by the consummation of the transactions contemplated herein. The property leased or subleased by the Insurance Companies in respect of their respective businesses is in a state of reasonable maintenance and repair, ordinary wear and tear excepted. To the Knowledge of Seller, neither the whole nor any portion of any real property leased or subleased by the Insurance Companies in respect of their respective businesses is being condemned or otherwise taken by any public authority, nor, to the Knowledge of Seller, is any such condemnation or taking threatened or contemplated. Neither the whole nor any portion of any real property leased or subleased by the Insurance Companies in respect of their respective businesses has been damaged in any material respect or destroyed by fire or other casualty. All work required to be performed by the lessor at any premises leased or subleased by the Insurance Companies is materially complete.

Real Property Leases. (a) Except as set forth on Schedule 3.19(a) hereto sets forth a summary description of the 3.17(a)(i), Seller owns no real property and, except as set forth on Schedule 3.17(a)(ii), any owned by the Insurance Companies (the “Owned Real Property”) all of which real property is presently in material compliance with all Law relating to the use and operation of the Owned Real Property (including but not limited to building codes and zoning laws). All material Permits required by any Governmental Entity in order to own and operate the Owned Real Property have been obtained and are in full force and effect and the certificates of occupancy for the Owned Property permit its current uses in all material respects. The Insurance Companies have good and marketable fee title to all Owned Real Property, owned free and clear of all Liens, other than Permitted Liens. (b) Schedule 3.19(b3.17(b)(i) hereto sets forth contains a true complete and complete correct list and summary description of all leases of real property, occupancy agreements, licenses, concessions or similar agreements (the “Real Property Leases”) under which Seller is a lessee, sub-lessee, tenant, licensee or assignee of any real property leased owned by any of the Insurance Companies third Person (the “Leased Real Property”), including whether any consent of the lessor or other third party is required to maintain the effectiveness of the Leases in connection with the transactions contemplated hereby. Seller has delivered to Buyer Purchaser true, correct and complete copies of each Real Property Lease. With respect to each Real Property Lease, (i) there exists no default under such Real Property Lease by Seller nor is there any event which, with notice or the Leasespassage of time or both, could ripen into a default and Seller has not received written notice of any such default and (ii) there exists no default by any third-party thereunder nor any event which, with notice or the passage of time or both, could ripen into a default. All of such Leases are Each Real Property Lease is a legal, valid and in full force binding obligation of Seller and effect in all material respects and all rents and additional rents and each other material assessments due to date on party thereto, enforceable against each such Lease other party thereto in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and subject to general principles of equity. The consummation of the transactions contemplated by this Agreement requires no Consents from any Person, except as set forth on Schedule 3.17(b)(ii) (which Consents have been paidobtained prior to the date hereof), and will not result in any default, penalty, right to terminate, increase in the amounts payable under or modification to any Real Property Lease. Neither Seller holds good and valid leasehold estates in the Leased Real Property and such Leased Real Property constitutes all of the Insurance Companies Real Property necessary for the conduct of Seller’s businesses. (i) There is in default in any material respect under any of such Leases andno pending or, to the Knowledge of Seller, no lessor is in default under Txxxxx Xxxx or Hxxxxx Tech Full Industry Co., Ltd., threatened condemnation (or similar Proceedings) of all or any part of such Leases. No material waiver, indulgence or postponement of the obligations of any of the Insurance Companies under such Leases has been granted by the lessor, and no event has occurred which, with the passage of time or the giving of notice, or both, would constitute a default thereunder by any of the Insurance Companies. To the Knowledge of Seller, no event has occurred which, with the passage of time or the giving of notice or both, would constitute a default thereunder by any lessor. The Owned Real Property together with the Leased Real Property constitutes all interests in real property currently used Property, and Seller has not assigned or currently held for use in connection with the business of the Insurance Companies and which are necessary for the continued operation of the business of the Insurance Companies as it is now being conducted. (c) The Insurance Companies enjoy peaceful and undisturbed possession in all material respects under all Leases, none of which contain sublet or granted any provisions that will materially impair or adversely affect its ability to continue rights to use the premises leased thereunder as it currently does, and (i) no notice of violation of occupy or created any law, ordinance limitations to or administrative regulation (including on its interests under any zoning or building law) has been received by Seller or the Insurance Companies with respect Real Property Lease to any Leased Real Property or Owned Real Property and Person, (ii) none of the Insurance Companies has received notice that any Lease will not be renewed upon its expiration date, or notice that such Lease will be renewed but upon terms and conditions which, taken as a whole, will differ in a material adverse manner from existing terms under such Lease. If the consents specified in Schedule 3.19(b) are obtained, the continuation, validity and effectiveness of such Leases under the current terms thereof will not be materially affected by the consummation of the transactions contemplated herein. The property leased or subleased by the Insurance Companies in respect of their respective businesses is in a state of reasonable maintenance and repair, ordinary wear and tear excepted. To the Knowledge of Seller, neither the whole nor any portion of any real property leased or subleased by the Insurance Companies in respect of their respective businesses is being condemned or otherwise taken by any public authority, nor, to the Knowledge of Seller, is Txxxxx Xxxx or Harbin Tech Full Industry Co., Ltd., there are no zoning, building code, occupancy restriction or other land-use regulation proceedings or any proposed change in any applicable Laws that could, individually or in the aggregate, result in a Material Adverse Effect, nor has Seller received any notice of any special assessment proceedings affecting any Leased Real Property, or applied for any change to the zoning or land use status of any Leased Real Property, (iii) to the Knowledge of Seller, Txxxxx Xxxx or Hxxxxx Tech Full Industry Co., Ltd., there are no defects, structural or otherwise, with respect to any of the Leased Real Property (or any improvements located thereon), which could reasonably be anticipated to have a material adverse impact on the value or utility of any such condemnation or taking threatened or contemplated. Neither the whole nor any portion parcel of any real property leased or subleased by the Insurance Companies in respect of their respective businesses has been damaged in any material respect or destroyed by fire Leased Real Property and (iv) there are no easements, Liens or other casualty. All work required to be performed by agreements (whether of record or not) affecting title to, or creating any Lien or charge upon, any of the lessor at any premises leased or subleased by the Insurance Companies is materially completeLeased Real Property.

Real Property Leases. (aSchedule 5.7(i) Schedule 3.19(a) hereto sets forth a summary description of the identifies and describes all real property owned by the Insurance Companies interests (the “Owned Real Property”) ), used in or held for use in connection with the business of the Company, including the Station Business. The Company does not own, nor has agreed or has an option, to acquire any Real Property. The Company has a valid leasehold or license interest in all of which the Real Property and Schedule 5.7(ii) includes complete copies of all leases or licenses for Real Property, including the Company’s leases for the Station’s studio and transmitter/antenna site (collectively, the “Real Property Leases”), including all amendments thereto. The Company is presently in material compliance with the sole owner and holder of all Law relating to the use and operation of the Owned leasehold or license interests and estates purported to be granted by such Real Property (including but not limited to building codes and zoning laws)Leases. All material Permits required by any Governmental Entity in order to own and operate To Seller’s or the Owned Company’s knowledge, the Real Property have been obtained and Leases are in full force and effect and the certificates of occupancy for the Owned Property permit its current uses are binding and enforceable in all material respectsaccordance with their terms. The Insurance Companies have good and marketable fee title to all Owned Company has timely performed its obligations under the Real Property, free and clear of all Liens, other than Permitted Liens. (b) Schedule 3.19(b) hereto sets forth a true and complete list and summary description of all real property leased by any of the Insurance Companies (the “Leased Real Property”), including whether any consent of the lessor or other third party is required to maintain the effectiveness of the Leases in connection with the transactions contemplated hereby. Seller has delivered to Buyer true, correct and complete copies of the Property Leases. All There is no default or claim of such Leases are valid and in full force and effect in all material respects and all rents and additional rents and other material assessments due to date on each such Lease have been paid. Neither of default or breach against the Insurance Companies is in default in any material respect under any of such Leases andCompany or, to the Knowledge of Seller, no lessor is in default under any of such Leases. No material waiver, indulgence or postponement of the obligations of any of the Insurance Companies under such Leases has been granted by the lessor, and no event has occurred which, with the passage of time ’s or the giving of noticeCompany’s knowledge, against any other party to the Real Property Leases, or both, would constitute a default thereunder by any of the Insurance Companies. To the Knowledge of Seller, no event has occurred whichor circumstance that, with the passage of time or the giving of notice or both, would constitute a default thereunder by any lessor. The Owned Real Property together with the Leased Real Property constitutes all interests result in real property currently used or currently held for use in connection with the business of the Insurance Companies and which are necessary for the continued operation of the business of the Insurance Companies as it is now being conducted. (c) The Insurance Companies enjoy peaceful and undisturbed possession in all material respects under all Leases, none of which contain any provisions that will materially impair or adversely affect its ability to continue to use the premises leased thereunder as it currently does, and (i) a default by the Company or (ii) to Seller’s or the Company’s knowledge, a default by any other party to the Real Property Leases. No notice of termination, foreclosure, eviction, or possession has been received by the Company with respect to the Real Property Leases. To Seller’s or the Company’s knowledge, there are no notice eminent domain proceedings pending or threatened with respect to the real property upon which the studio, tower and transmitter building are located. The Real Property and all appurtenances and improvements thereto or thereon, as used, constructed or maintained by the Company at any time, conform to applicable Laws (including all building, fire, health and environmental Laws) and no notices of violation of any law, ordinance or administrative regulation (including any zoning or building law) has such Laws have been received by Seller or the Insurance Companies Company from any Governmental Entity with respect to any Leased Real Property. The Real Property or Owned Real Property and (iiincluding the improvements thereon) none of the Insurance Companies has received notice that any Lease will not be renewed upon its expiration date, or notice that such Lease will be renewed but upon terms and conditions which, taken as a whole, will differ in a material adverse manner from existing terms under such Lease. If the consents specified in Schedule 3.19(b(y) are obtained, the continuation, validity and effectiveness of such Leases under the current terms thereof will not be materially affected by the consummation of the transactions contemplated herein. The property leased or subleased by the Insurance Companies in respect of their respective businesses is in a state of reasonable maintenance good operating condition and repair, repair (ordinary wear and tear excepted) and no condition exists which could reasonably be expected to interfere with the customary use and operation thereof and (z) is available for immediate use in the conduct of the Station Business. The Company does not lease to any third party any Real Property and there are no subtenants with respect to any of the Real Property. To Seller’s or the Knowledge of SellerCompany’s knowledge, neither the whole nor any portion of any real property leased or subleased by the Insurance Companies in respect of their respective businesses is being condemned or otherwise taken no financing statements have been filed by any public authority, nor, party with respect to the Knowledge of Seller, is any such condemnation or taking threatened or contemplated. Neither the whole nor any portion of any real property leased or subleased by the Insurance Companies in respect of their respective businesses has been damaged in any material respect or destroyed by fire or other casualty. All work required to be performed by the lessor at any premises leased or subleased by the Insurance Companies is materially completeReal Property Leases.

Real Property Leases. (a) Section 3.25 of Sellers' Disclosure Schedule 3.19(a) hereto sets forth a summary description lists all of the Real Property Leases, the term of each Real Property Lease, the rental payments thereunder, any rights of renewal and the term thereof and any restrictions on assignment concerning the Companies. None of the Companies is a party to, or under any agreement or option to become a party to, any lease with respect to real property owned by used or to be used in the Insurance Companies (Business, other than the “Owned Real Property”) all of which is presently in material compliance with all Law relating to the use and operation of the Owned Real Property (including but not limited to building codes and zoning laws)Leases. All material Permits required by any Governmental Entity in order to own and operate the Owned Each Real Property have been obtained Lease is in good standing, creates a good and are valid leasehold estate in the Leased Property thereby demised and is in full force and effect and the certificates of occupancy for the Owned Property permit its current uses without amendment thereto, except as otherwise disclosed in all material respects. The Insurance Companies have good and marketable fee title to all Owned Real Property, free and clear of all Liens, other than Permitted Liens. (b) Schedule 3.19(b) hereto sets forth a true and complete list and summary description of all real property leased by any Section 3.25 of the Insurance Companies Sellers' Disclosure Schedule. With respect to each Real Property Lease (the “Leased Real Property”), including whether any consent of the lessor or other third party is required to maintain the effectiveness of the Leases in connection with the transactions contemplated hereby. Seller has delivered to Buyer true, correct and complete copies of the Leases. All of such Leases are valid and in full force and effect in all material respects and i) all rents and additional rents and other material assessments due to date on each such Lease thereunder have been paid. Neither of ; (ii) neither the Insurance Companies lessor nor the lessee is in material default in any material respect under any of such Leases and, to the Knowledge of Seller, thereunder; (iii) no lessor is in default under any of such Leases. No material waiver, indulgence or postponement of the lessee's obligations of any of the Insurance Companies under such Leases thereunder has been granted by the lessor, and ; (iv) there exists no event has occurred of default or event, occurrence, condition or act (including, without limitation, the purchase of the Participation) which, with the passage of time or the giving of notice, or both, would constitute a default thereunder by any of the Insurance Companies. To the Knowledge of Seller, no event has occurred which, with the passage lapse of time or the giving happening of notice any other event or bothcondition, would constitute become a default thereunder by under any lessor. The Owned such Real Property together with the Leased Real Property constitutes all interests in real property currently used or currently held for use in connection with the business of the Insurance Companies and which are necessary for the continued operation of the business of the Insurance Companies as it is now being conducted. Leases; (c) The Insurance Companies enjoy peaceful and undisturbed possession in all material respects under all Leases, none of which contain any provisions that will materially impair or adversely affect its ability to continue to use the premises leased thereunder as it currently does, and (i) no notice of violation of any law, ordinance or administrative regulation (including any zoning or building law) has been received by Seller or the Insurance Companies with respect to any Leased Real Property or Owned Real Property and (iiv) none of the Insurance Companies has received notice that violated any Lease will not be renewed upon its expiration date, or notice that such Lease will be renewed but upon terms and conditions which, taken as a whole, will differ in a material adverse manner from existing terms under such Lease. If the consents specified in Schedule 3.19(b) are obtained, the continuation, validity and effectiveness of such Leases under the current terms thereof will not be materially affected by the consummation of the transactions contemplated herein. The property leased terms or subleased by the Insurance Companies in respect of their respective businesses is in a state of reasonable maintenance and repair, ordinary wear and tear excepted. To the Knowledge of Seller, neither the whole nor any portion of any real property leased or subleased by the Insurance Companies in respect of their respective businesses is being condemned or otherwise taken by any public authority, nor, to the Knowledge of Seller, is conditions under any such condemnation or taking threatened or contemplated. Neither the whole nor any portion of any real property leased or subleased by the Insurance Companies in respect of their respective businesses has been damaged Real Property Leases in any material respect or destroyed by fire or other casualty. All work required respect; (vi) all of the covenants to be performed by any other party under any such Real Property Leases have been fully performed; and (vii) except as disclosed in Section 3.25 of the lessor at Sellers' Disclosure Schedule, none of the Sellers or any premises leased of their Affiliates has any direct or subleased by indirect ownership or other interest in the Insurance Companies is materially completeLeased Properties or the Real Property Leases.

Real Property Leases. (a) Schedule 3.19(a) hereto sets forth a summary description None of the real property owned used or occupied by the Insurance Companies Seller (the “Owned Seller Real Property”) all is owned by Seller. All of which is presently in material compliance with all Law relating to the use and operation of the Owned Seller Real Property (including but not limited to building codes and zoning laws). All material Permits required is leased or subleased by any Governmental Entity in order to own and operate the Owned Real Property have been obtained and are in full force and effect and the certificates of occupancy for the Owned Property permit its current uses in all material respects. The Insurance Companies have good and marketable fee title to all Owned Real Property, free and clear of all Liens, other than Permitted LiensSeller. (b) Section 2.7(b) of Seller Disclosure Schedule 3.19(b) hereto sets forth a true all leases, subleases and complete list other agreements pursuant to which Seller derives its rights in Seller Real Property and summary description which constitute Purchased Contracts (the “Leases”), including, with respect to each such Lease, the identity of all real property leased by the landlord or sublandlord, the addresses, the date of such Lease and each amendment thereto. If any of the Insurance Companies (the “Leased Real Property”)Leases is a sublease, including whether then, any consent applicable master/prime lease and its parties shall also be described, and similar details set forth, on Section 2.7(b) of the lessor or other third party is required to maintain the effectiveness of the Leases in connection with the transactions contemplated hereby. Seller has delivered to Buyer trueDisclosure Schedule, correct and complete copies of the Leases. All of such Leases are valid and in full force and effect in all material respects and all rents and additional rents and other material assessments due to date on each such Lease have been paid. Neither of the Insurance Companies is in default in any material respect under any of such Leases and, to Seller’s Knowledge, all of the Knowledge representations in this Section 2.7 regarding the status of such Lease are also hereby made as to such master/prime lease. (c) The Leases are valid, binding and enforceable in accordance with their respective terms, and 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, no lessor is in default under to Seller’s Knowledge, by any of such Leases. No material waiverother Person, indulgence or postponement of the obligations of any of the Insurance Companies under such Leases has been granted by the lessor, and no event has occurred whichthat, with the passage or without notice or lapse of time or the giving of notice, or both, would constitute a material default thereunder by Seller or by any other Person. Except as set forth on Section 2.7(c) of the Insurance Companies. To the Knowledge of SellerSeller Disclosure Schedule no consents, no event has occurred which, with the passage of time waivers or the giving of notice or both, would constitute a default thereunder by any lessor. The Owned approvals relating to Seller Real Property together with the Leased Real Property constitutes all interests in real property currently used or currently held for use are required in connection with the business of Transactions, whether under the Insurance Companies and which are necessary for the continued operation of the business of the Insurance Companies as it is now being conductedLeases or under any Permitted Liens. (cd) The Insurance Companies enjoy peaceful Except as set forth on Section 2.7(d) of Seller Disclosure Schedule, Seller is the holder of the tenant’s interest under the Leases and undisturbed possession has not assigned the Leases or subleased all or any portion of the premises leased thereunder. (e) There are no material disputes in respect of Seller Real Property, and the use and occupation of Seller Real Property by Seller is in compliance in all material respects under with all Leases, none of which contain any provisions that will materially impair or adversely affect its ability to continue to use the premises leased thereunder as it currently doesapplicable Laws, and (i) no notice of violation of any lawto Seller’s Knowledge, ordinance or administrative regulation (including any zoning or building law) has been received by all Seller or the Insurance Companies with respect to any Leased Real Property or Owned Real Property and (ii) none of the Insurance Companies has received notice that any Lease will not be renewed upon its expiration date, or notice that such Lease will be renewed but upon terms and conditions which, taken as a whole, will differ in a material adverse manner from existing terms under such Lease. If the consents specified in Schedule 3.19(b) are obtained, the continuation, validity and effectiveness of such Leases under the current terms thereof will not be materially affected by the consummation of the transactions contemplated herein. The property leased or subleased by the Insurance Companies in respect of their respective businesses is in a state of reasonable maintenance and repair, ordinary wear and tear excepted. To the Knowledge of Seller, neither the whole nor any portion of any real property leased or subleased by the Insurance Companies compliance in respect of their respective businesses is being condemned or otherwise taken by any public authority, nor, to the Knowledge of Seller, is any such condemnation or taking threatened or contemplated. Neither the whole nor any portion of any real property leased or subleased by the Insurance Companies in respect of their respective businesses has been damaged in any all material respect or destroyed by fire or other casualty. All work required to be performed by the lessor at any premises leased or subleased by the Insurance Companies is materially completerespects with all applicable Laws.

Real Property Leases. (aSchedule 1.1(j) Schedule 3.19(a) hereto sets forth a summary description of the real property owned by the Insurance Companies (the “Owned Real Property”) all of which is presently in material compliance with all Law relating to the use and operation of the Owned Real Property (including but not limited to building codes and zoning laws). All material Permits required by any Governmental Entity in order to own and operate the Owned Real Property have been obtained and are in full force and effect and the certificates of occupancy for the Owned Property permit its current uses in all material respects. The Insurance Companies have good and marketable fee title to all Owned Real Property, free and clear of all Liens, other than Permitted Liens. (b) Schedule 3.19(b) hereto sets forth contains a true and complete list and summary description of all leases of real property leased by any to which Seller is a party and on which the Business is conducted or the Assets are used, held or reside (“Real Property Leases”), which constitutes all of the Insurance Companies real property and interests in real property used in the Business (the “Leased Real Property”). Seller has furnished to Purchaser complete and accurate copies of all Real Property Leases. With respect to each Real Property Lease: (i) Such Real Property Lease is a legal, including whether any consent valid, binding and enforceable obligation of the parties thereto, and represents the entire agreement and understanding between the respective lessor and lessee with respect to such real property. (ii) Neither Seller nor either Seller Principal has (A) received any notice of cancellation or other third party is required to maintain the effectiveness termination under such Real Property Lease and no lessor has any right of the Leases termination or cancellation under such Real Property Lease except in connection with a default of Seller thereunder, or (B) received any notice of a breach or default thereunder, which breach or default has not been cured. (iii) Neither Seller nor, to the transactions contemplated hereby. knowledge of Seller has delivered and each Seller Principal, any other party to Buyer true, correct and complete copies of the Leases. All of such Leases are valid and in full force and effect in all material respects and all rents and additional rents and other material assessments due to date on each such Real Property Lease have been paid. Neither of the Insurance Companies is in breach or default in any material respect under any of such Leases andhereunder, and to the Knowledge of Seller, no lessor is in default under any of such Leases. No material waiver, indulgence or postponement of the obligations of any of the Insurance Companies under such Leases has been granted by the lessor, and no event has occurred which, with the passage of time or the giving of notice, or both, would constitute a default thereunder by any of the Insurance Companies. To the Knowledge knowledge of Seller, no event or circumstance has occurred whichthat, with or without notice or the passage lapse of time or the giving of notice or both, would could be reasonable expected to constitute a breach or default thereunder by or to permit any lessor. The Owned Real Property together with the Leased Real Property constitutes all interests in real property currently used termination, modification or currently held for use in connection with the business of the Insurance Companies and which are necessary for the continued operation of the business of the Insurance Companies as it is now being conductedacceleration thereof. (civ) The Insurance Companies Seller has the full right to exercise any renewal options contained in such Real Property Lease on the terms and conditions set forth therein, and, upon due exercise thereof, would be entitled to enjoy the use of the real property covered by such Real Property Lease for the full term of such renewal options. (v) Seller enjoys peaceful and undisturbed possession in all material respects under all Leases, none of which contain any provisions that will materially impair or adversely affect its ability to continue to use the premises leased thereunder as it currently does, and (i) no notice of violation of any law, ordinance or administrative regulation (including any zoning or building law) has been received real property covered by Seller or the Insurance Companies with respect to any Leased such Real Property or Owned Real Property and (ii) none of the Insurance Companies has received notice that any Lease will not be renewed upon its expiration date, or notice that such Lease will be renewed but upon terms and conditions which, taken as a whole, will differ in a material adverse manner from existing terms under such Lease. If the consents specified in Schedule 3.19(b) are obtained, the continuation, validity and effectiveness of such Leases under the current terms thereof will not be materially affected by the consummation of the transactions contemplated herein. The property leased or subleased by the Insurance Companies in respect of their respective businesses is in a state of reasonable maintenance and repair, ordinary wear and tear excepted. To the Knowledge of Seller, neither the whole nor any portion of any real property leased or subleased by the Insurance Companies in respect of their respective businesses is being condemned or otherwise taken by any public authority, nor, to the Knowledge of Seller, is any such condemnation or taking threatened or contemplated. Neither the whole nor any portion of any real property leased or subleased by the Insurance Companies in respect of their respective businesses has been damaged in any material respect or destroyed by fire or other casualty. All work required to be performed by the lessor at any premises leased or subleased by the Insurance Companies is materially complete.