Common use of Real Property; Personal Property Clause in Contracts

Real Property; Personal Property. Section 4.16 of the Company Disclosure Letter lists each real property that is material to the business of the Company and its Significant Subsidiaries, taken as a whole, that is leased by the Company or its Significant Subsidiaries (the “Company Leased Real Property”) and each real property owned in fee by the Company or its Significant Subsidiaries (the “Company Owned Real Property”; and, together with the Company Leased Real Property, the “Company Real Property”). The Company Real Property comprises, in all material respects, all of the real property occupied or otherwise used in the operation of the Company’s business. A true and complete copy of each Lease of Company Leased Real Property that is material to the business of the Company and its Significant Subsidiaries, taken as a whole, has been made available to Parent prior to the date of this Agreement. Except as would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company or a Significant Subsidiary of the Company has good and valid title to all of the Company Owned Real Property and has valid leasehold or sub-leasehold interests in all of the Company Leased Real Property, and each of them has good title to all its owned personal property and valid leasehold or sub-leasehold interests in all its leased personal property, in each case free and clear of all Liens (except for Permitted Liens). There is no pending or, to the Knowledge of the Company, threatened condemnation, eminent domain or similar proceedings affecting any material portion of the Company Owned Real Property or, to the Knowledge of the Company, any material portion of the Company Leased Real Property. Except as would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor any of its Significant Subsidiaries has leased or otherwise granted to any Person the right to use or occupy all or any material portion of the Company Real Property, and there are no outstanding options, rights of first offer or rights of first refusal to purchase all or any material portion of, or material interest in, any Company Owned Real Property. Neither the Company nor any of its Significant Subsidiaries is in breach of or default under the terms of any Lease that is material to the business of the Company and its Significant Subsidiaries, taken as a whole, and, no event has occurred and no condition exists that, with notice or lapse of time, or both, would constitute a breach of or default under the terms of any Lease by the Company or any of its Significant Subsidiaries, in each case, where such breaches or defaults would have or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. To the Knowledge of the Company, no other parties to any Leases of Company Leased Real Property are in breach of or default under the terms of any such Leases where such breaches or defaults would have or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Lease of Company Leased Real Property is a valid and binding obligation of the Company or the Significant Subsidiary of the Company which is party thereto and, to the Knowledge of the Company, of each other party thereto, and is in full force and effect, except that such enforcement may be subject to the Enforceability Exceptions.

Real Property; Personal Property. Section 4.16 (a) ‎‎Section 3.14(a) of the Company Disclosure Letter lists Schedule sets forth the address of each real property that is material to the business of the Company and its Significant Subsidiaries, taken as a whole, that is leased by the Company or its Significant Subsidiaries (the “Company Leased Real Property”) and each real property owned in fee by the Company or its Significant Subsidiaries (the “Company Owned Real Property”; and, together with the Company Leased Real Property, the “Company Real Property”Property (as defined below). The Company Real Property comprises, in all material respects, all of the real property occupied or otherwise used in the operation of the Company’s business. A true and complete copy of each Lease of Company Leased Real Property that is material to the business of the Company and its Significant Subsidiaries, taken as a whole, has been made available to Parent prior to the date of this Agreement. Except as would not have or reasonably be expected to haveas, individually or in the aggregate, a Company Material Adverse Effect, would not reasonably be expected to be material to the Company or Group, taken as a Significant Subsidiary of whole, (i) the Company has good good, valid and valid marketable fee simple title to all of real property (together with all buildings, structures, Improvements and fixtures located thereon, and all easements and other rights and interests appurtenant thereto) owned by the Company Group (collectively, the “Owned Real Property and has valid leasehold or sub-leasehold interests in all of the Company Leased Real Property, and each of them has good title to all its owned personal property and valid leasehold or sub-leasehold interests in all its leased personal property, in each case ”) free and clear of all Liens (except for Permitted Liens). There is no pending or, to the Knowledge of the Company, threatened condemnation, eminent domain or similar proceedings affecting any material portion of the Company Owned Real Property or, to the Knowledge of the Company, any material portion of the Company Leased Real Property. Except as would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (ii) neither the Company nor any of its Significant Company Subsidiaries has leased have leased, subleased, licensed or otherwise granted to any Person the right to use or occupy all or any material portion of the Company Owned Real Property, and the Leased Real Property or any portion thereof, (iii) the Company has a valid leasehold estate in all real property leased, subleased or licensed (whether as landlord, sub-landlord or licensor) by the Company Group (collectively, the “Leased Real Property”), and, to the knowledge of the Company, there are no outstanding adverse or other parties (other than the Company or party under a Real Property Lease) in possession of the Leased Real Property, (iv) neither Company nor any Company Subsidiary has granted options, rights of first offer or rights of first refusal to purchase all such Owned Real Property (or any material portion ofthereof or interest therein), or material interest in, any Company Owned Real Property. Neither and (v) neither the Company nor any of its Significant Subsidiaries Company Subsidiary is in breach of or default under the terms of any Lease that is material to the business of the Company and its Significant Subsidiaries, taken as a whole, and, no event has occurred and no condition exists that, with notice or lapse of time, or both, would constitute a breach of or default under the terms of any Lease by the Company or any of its Significant Subsidiaries, in each case, where such breaches or defaults would have or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. To the Knowledge of the Company, no other parties party to any Leases of Company Leased Real Property are in breach of agreement or default under the terms of option to purchase any such Leases where such breaches real property or defaults would have or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Lease of Company Leased Real Property is a valid and binding obligation of the Company or the Significant Subsidiary of the Company which is party thereto and, to the Knowledge of the Company, of each other party thereto, and is in full force and effect, except that such enforcement may be subject to the Enforceability Exceptionsinterest therein.

Real Property; Personal Property. Section 4.16 6.16 of the Company Parent Disclosure Letter lists each real property that is material to the business of the Company and its Significant Subsidiaries, taken as a whole, that is leased by the Company Parent or its Significant Subsidiaries (the “Company Parent Leased Real Property”) and each real property owned in fee by the Company Parent or its Significant Subsidiaries (the “Company Parent Owned Real Property”; and, together with the Company Parent Leased Real Property, the “Company Parent Real Property”). The Company Real Property comprises, in all material respects, ) comprises all of the real property occupied or otherwise used in the operation of the CompanyParent’s business. A true and complete copy of each Lease of Company Leased Real Property that is material to the business of the Company and its Significant Subsidiaries, taken as a whole, has been made available to Parent prior to the date of this Agreement. Except as would not have or reasonably be expected to have, individually or in the aggregate, a Company Parent Material Adverse Effect, the Company Parent or a Significant Subsidiary of the Company Parent has good and valid title to all of the Company Parent Owned Real Property and has valid leasehold or sub-leasehold interests in all of the Company Leased Real Property, and each of them has good title to all its owned personal property and has valid leasehold or sub-leasehold sublease hold interests in all its of the Parent Leased Real Property and leased personal property, in each case free and clear of all Liens (except for Permitted Liens). There is no pending or, to the Knowledge of the Company, threatened condemnation, eminent domain or similar proceedings affecting any material portion of the Company Owned Real Property or, to the Knowledge of the Company, any material portion of the Company Leased Real Property. Except as would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither the Company Neither Parent nor any of its Significant Subsidiaries has leased or otherwise granted to any Person the right to use or occupy all any of the Parent Owned Real Property or any material portion of the Company Real Propertythereof, and there are no outstanding options, rights of first offer or rights of first refusal to purchase all such Parent Owned Real Property or any material portion of, thereof or material interest in, any Company Owned Real Propertytherein. Neither the Company Parent nor any of its Significant Subsidiaries is in breach of or default under the terms of any Lease that is material to the business of the Company and its Significant Subsidiaries, taken as a whole, and, no event has occurred and no condition exists that, with notice or lapse of time, or both, would constitute a where such breach of or default under the terms of any Lease by the Company or any of its Significant Subsidiaries, in each case, where such breaches or defaults would have or would reasonably be expected to have, individually or in the aggregate, a Company Parent Material Adverse Effect. To the Knowledge of the CompanyParent, no other parties party to any Leases of Company Leased Real Property are Lease is in breach of or default under the terms of any such Leases Lease where such breaches breach or defaults default would have or would reasonably be expected to have, individually or in the aggregate, a Company Parent Material Adverse Effect. Except as would not have or reasonably be expected to have, individually or in the aggregate, a Company Parent Material Adverse Effect, each Lease of Company Leased Real Property is a valid and binding obligation of the Company Parent or the Significant Subsidiary of the Company Parent which is party thereto and, to the Knowledge of the CompanyParent, of each other party thereto, and is in full force and effect, except that such enforcement may be subject to the Enforceability Exceptions.

Real Property; Personal Property. (a) Section 4.16 3.13(a) of the Company Disclosure Letter Schedule lists each real property that is material to the business of the Company and its Significant Subsidiaries, taken as a whole, that is leased by the Company or its Significant Subsidiaries (the “Company Leased Real Property”) and each real property owned in fee by the Company or its Significant Subsidiaries (the “Company Owned Real Property”; and, together with the Company Leased Real Property, the “Company Real Property”). The Company Real Property comprises, in all material respects, all of the real property occupied or otherwise used in the operation of the Company’s business. A true and complete copy street address of each Lease material parcel of Company Leased Real Property that is material to the business of the Company and its Significant Subsidiaries, taken as a whole, has been made available to Parent prior to the date of this Agreement. Except as would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company or a Significant Subsidiary of the Company has good and valid title to all of the Company Owned Real Property and has valid leasehold or sub-leasehold interests in all the current owner of the Company Leased each parcel of Owned Real Property, and each of them . (i) The Seller has good and marketable title in fee simple to all its owned personal property and valid leasehold or sub-leasehold interests in all its leased personal property, in each case parcel of Owned Real Property free and clear of all Liens liens and encumbrances, except Permitted Encumbrances, (except for Permitted Liens). There ii) the Seller has made available to the Purchaser copies of all material title insurance policies relating to the Owned Real Property, in each case to the extent in the Seller’s possession, (iii) no Acquired Company has since the Relevant Company Acquisition Date leased or licensed the use of any Owned Real Property to any third parties, (iv) no Acquired Company is obligated nor has an option to acquire an ownership interest in any real property, (v) there is no condemnation, expropriation, or other proceeding in eminent domain pending or, to Seller’s Knowledge, threatened against the Owned Real Property or any portion thereof, except as would not be material to the Acquired Companies, (vi) there has not been, since the Relevant Company Acquisition Date, any fire or other casualty that affects in any material respect any Acquired Company’s use of the Owned Real Property for the operation of its business therein, (vii) there is no Action or, to the Knowledge of the CompanySeller, threatened condemnationAction, eminent domain relating to the ownership, use, or similar proceedings affecting any material portion occupancy of the Company Owned Real Property or, to the Knowledge of the Company, any material portion of the Company Leased Real Property. Except as would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor any of its Significant Subsidiaries has leased or otherwise granted to any Person the right to use or occupy all or any material portion of the Company Real Property, and there are no outstanding options, rights of first offer or rights of first refusal to purchase all or thereof by any material portion of, or material interest in, any Company Owned Real Property. Neither the Company nor any of its Significant Subsidiaries is in breach of or default under the terms of any Lease that is material to the business of the Company and its Significant Subsidiaries, taken as a whole, and, no event has occurred and no condition exists that, with notice or lapse of time, or both, would constitute a breach of or default under the terms of any Lease by the Company or any of its Significant Subsidiaries, in each case, where such breaches or defaults would have or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. To the Knowledge of the Acquired Company, no other parties to any Leases of Company Leased (viii) the material improvements and fixtures on the Owned Real Property are in breach good operating condition and in a state of or default under good maintenance and repair, ordinary wear and tear excepted, (ix) the terms transactions contemplated hereunder with respect to the Owned Real Property do not require the consent of any such Leases where such breaches or defaults would have or would reasonably be expected to haveparty other than Seller, individually or in and (x) the aggregate, a Company Material Adverse Effect. Except as would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Lease current use and occupancy of Company Leased all Owned Real Property is a valid and binding obligation of the Company does not violate in any material respect any zoning, building, safety or the Significant Subsidiary of the Company which is party thereto andenvironmental Law, or any recorded or unrecorded easement, covenant, condition, or restriction applicable to the Knowledge of the Company, of each other party thereto, and is in full force and effect, except that such enforcement may be subject to the Enforceability ExceptionsOwned Real Property.

Real Property; Personal Property. Section 4.16 5.16 of the Company Parent Disclosure Letter lists each real property that is material to the business of the Company and its Significant Subsidiaries, taken as a whole, that is leased by the Company Parent or its Significant Subsidiaries (the “Company Parent Leased Real Property”) and each real property owned in fee by the Company Parent or its Significant Subsidiaries (the “Company Parent Owned Real Property”; and, together with the Company Parent Leased Real Property, the “Company Parent Real Property”). The Company Real Property comprises, in all material respects, which comprises all of the real property occupied or otherwise used in the operation of the CompanyParent’s business. A true and complete copy of each Lease of Company Leased Real Property that is material to the business of the Company and its Significant Subsidiaries, taken as a whole, has been made available to Parent prior to the date of this Agreement. Except as would not have or have, and would not reasonably be expected to have, individually or in the aggregate, a Company Parent Material Adverse Effect, the Company Parent or a Significant Subsidiary of the Company Parent has good and valid title to all of the Company Parent Owned Real Property and has valid leasehold or sub-leasehold interests in all of the Company Leased Real Property, and each of them has good title to all its owned personal property and has valid leasehold or sub-leasehold subleasehold interests in all its of the Parent Leased Real Property and leased personal property, in each case free and clear of all Liens (except for Permitted Liens). There is no pending or, to the Knowledge of the Company, threatened condemnation, eminent domain or similar proceedings affecting any material portion of the Company Owned Real Property or, to the Knowledge of the Company, any material portion of the Company Leased Real Property. Except as would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither the Company Neither Parent nor any of its Significant Subsidiaries has leased or otherwise granted to any Person the right to use or occupy all any of the Parent Owned Real Property or any material portion of the Company Real Propertythereof, and there are no outstanding options, rights of first offer or rights of first refusal to purchase all such Parent Owned Real Property or any material portion of, thereof or material interest in, any Company Owned Real Propertytherein. Neither the Company Parent nor any of its Significant Subsidiaries is in breach of or default under the terms of any Lease that is material to the business of the Company and its Significant Subsidiaries, taken as a whole, and, no event has occurred and no condition exists that, with notice or lapse of time, or both, would constitute a where such breach of or default under the terms of any Lease by the Company or any of its Significant Subsidiarieswould have, in each case, where such breaches or defaults would have or would reasonably be expected to have, individually or in the aggregate, a Company Parent Material Adverse Effect. To the Knowledge of the CompanyParent, no other parties party to any Leases of Company Leased Real Property are Lease is in breach of or default under the terms of any such Leases Lease where such breaches breach or defaults default would have have, or would reasonably be expected to have, individually or in the aggregate, a Company Parent Material Adverse Effect. Except as would not have or have, and would not reasonably be expected to have, individually or in the aggregate, a Company Parent Material Adverse Effect, each Lease of Company Leased Real Property is a valid and binding obligation of the Company Parent or the Significant Subsidiary of the Company Parent which is party thereto and, to the Knowledge of the CompanyParent, of each other party thereto, and is in full force and effect, except that such enforcement may be subject to the Enforceability Exceptions.

Real Property; Personal Property. Section 4.16 4.17 of the Company Disclosure Letter lists each real property that is material to the business of the Company and its Significant Subsidiaries, taken as a whole, that is leased by the Company or its Significant Subsidiaries (the “Company Leased Real Property”) and each real property owned in fee by the Company or its Significant Subsidiaries (the “Company Owned Real Property”; and, together with the Company Leased Real Property, the “Company Real Property”). The Company Real Property comprises, in all material respects, ) comprises all of the real property occupied or otherwise used in the operation of the Company’s business. A true and complete copy of each Lease of Company Leased Real Property that is material to the business of the Company and its Significant Subsidiaries, taken as a whole, has been made available to Parent prior to the date of this Agreement. Except as would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company or a Significant Subsidiary of the Company has good and valid title to all of the Company Owned Real Property and has valid leasehold or sub-leasehold interests in all of the Company Leased Real Property, and each of them has good title to all its owned personal property and has valid leasehold or sub-leasehold sublease hold interests in all its of Company Leased Real Property and leased personal property, in each case free and clear of all Liens (except for Permitted Liens). There is no pending or, to the Knowledge of the Company, threatened condemnation, eminent domain or similar proceedings affecting any material portion of the Company Owned Real Property or, to the Knowledge of the Company, any material portion of the Company Leased Real Property. Except as would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither the Neither Company nor any of its Significant Subsidiaries has leased or otherwise granted to any Person the right to use or occupy all any of the Company Owned Real Property or any material portion of the Company Real Propertythereof, and there are no outstanding options, rights of first offer or rights of first refusal to purchase all or any material portion of, or material interest in, any such Company Owned Real PropertyProperty or any portion thereof or interest therein. Neither the Company nor any of its Significant Subsidiaries is in breach of or default under the terms of any Lease that is material to the business of the Company and its Significant Subsidiaries, taken as a whole, and, no event has occurred and no condition exists that, with notice or lapse of time, or both, would constitute a where such breach of or default under the terms of any Lease by the Company or any of its Significant Subsidiaries, in each case, where such breaches or defaults would have or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. To the Knowledge of the Company, no other parties party to any Leases of Company Leased Real Property are Lease is in breach of or default under the terms of any such Leases Lease where such breaches breach or defaults default would have or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Lease of Company Leased Real Property is a valid and binding obligation of the Company or the Significant Subsidiary of the Company which is party thereto and, to the Knowledge of the Company, of each other party thereto, and is in full force and effect, except that such enforcement may be subject to the Enforceability Exceptions.

Real Property; Personal Property. Section 4.16 Except as would not have or reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, Parent or a Subsidiary of the Company Disclosure Letter lists each Parent has good and valid title to all real property that is material to the business of the Company and its Significant Subsidiaries, taken as a whole, that is leased owned by the Company Parent or its Significant Subsidiaries (the “Company Leased Parent Owned Real Property”) and each good title to all its owned personal property and has valid leasehold or sublease hold interests in all real property owned in fee leased by the Company Parent or its Significant Subsidiaries (the “Company Owned Parent Leased Real Property”; ” and, together with the Company Leased Parent Owned Real Property, the “Company Parent Real Property”) and leased personal property, free and clear of all Liens (except for Permitted Liens). The Company Real Property comprises, in all material respects, all of the real property occupied or otherwise used in the operation of the Company’s business. A true and complete copy of each Lease of Company Leased Real Property that is material to the business of the Company and its Significant Subsidiaries, taken as a whole, has been made available to Parent prior to the date of this Agreement. Except as would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company or a Significant Subsidiary of the Company has good and valid title to all of the Company Owned Real Property and has valid leasehold or sub-leasehold interests in all of the Company Leased Real Property, and each of them has good title to all its owned personal property and valid leasehold or sub-leasehold interests in all its leased personal property, in each case free and clear of all Liens (except for Permitted Liens). There is no pending or, to the Knowledge of the Company, threatened condemnation, eminent domain or similar proceedings affecting any material portion of the Company Owned Real Property or, to the Knowledge of the Company, any material portion of the Company Leased Real Property. Except as would not have or reasonably be expected to have, individually or in the aggregate, a Company Parent Material Adverse Effect, neither the Company Parent nor any of its Significant Subsidiaries has leased or otherwise granted to any Person the right to use or occupy all any of the Parent Owned Real Property or any material portion of the Company Real Propertythereof, and there are no outstanding options, rights of first offer or rights of first refusal to purchase all such Parent Owned Real Property or any material portion of, thereof or material interest in, any Company Owned Real Propertytherein. Neither the Company Parent nor any of its Significant Subsidiaries is in breach of or default under the terms of any Lease that is material to the business of the Company and its Significant Subsidiaries, taken as a whole, and, no event has occurred and no condition exists that, with notice or lapse of time, or both, would constitute a where such breach of or default under the terms of any Lease by the Company or any of its Significant Subsidiaries, in each case, where such breaches or defaults would have or would reasonably be expected to have, individually or in the aggregate, a Company Parent Material Adverse Effect. To the Knowledge of the CompanyParent, no other parties party to any Leases of Company Leased Real Property are Lease is in breach of or default under the terms of any such Leases Lease where such breaches breach or defaults default would have or would reasonably be expected to have, individually or in the aggregate, a Company Parent Material Adverse Effect. Except as would not have or reasonably be expected to have, individually or in the aggregate, a Company Parent Material Adverse Effect, each Lease of Company Leased Real Property is a valid and binding obligation of the Company Parent or the Significant Subsidiary of the Company Parent which is party thereto and, to the Knowledge of the CompanyParent, of each other party thereto, and is in full force and effect, except that such enforcement may be subject to the Enforceability Exceptions.

Real Property; Personal Property. (103) Section 4.16 5.14(a)(i) of the Company Sapphire Disclosure Letter lists each Schedule sets forth a correct and complete list, as of the date hereof, of all material real property that is material to the business owned or in respect of which acquisition rights are held by each of the Company and its Significant Subsidiaries, taken as a whole, that is leased by the Company or its Significant Subsidiaries Sapphire Group Companies (the “Company Leased Real Property”) and each real property owned in fee by the Company or its Significant Subsidiaries (the “Company Sapphire Owned Real Property”; and, together with the Company Leased Real Property, the “Company Real Property”). The Company Sapphire Group Companies have good and valid title to such Sapphire Owned Real Property, free and clear of any Liens (other than Permitted Liens), except as set forth on Section 5.14(a)(ii) of the Sapphire Disclosure Schedule. To Sapphire’s Knowledge, except as set forth on Section 5.14(a)(iii) of the Sapphire Disclosure Schedule, there are no outstanding options or rights of first refusal in favor of any Person to purchase or lease the Sapphire Owned Real Property comprisesand no leases or possessory interests have been granted to any Person with respect to the Sapphire Owned Real Property other than leases in connection with convenience stores. Neither Sapphire nor any of its Subsidiaries (including the Sapphire Group Companies) has received a written notice of any condemnation, in expropriation, eminent domain or similar Action affecting all material respects, all or any portion of the real property occupied or otherwise used in the operation of the Company’s business. A true and complete copy of each Lease of Company Leased Sapphire Owned Real Property that is material to the business of the Company and its Significant SubsidiariesProperty, taken as a whole, has been made available to Parent prior to the date of this Agreement. Except except as would not have or reasonably be expected to havenot, individually or in the aggregate, be material to the operations of the Sapphire Group Companies as currently conducted, taken as a whole. (104) Section 5.14(b)(i) of the Sapphire Disclosure Schedule sets forth a correct and complete list, as of the date hereof, of all material leases, subleases and ground leases for real property (including the date and name of the parties thereto) leased or subleased to each Sapphire Group Company Material Adverse Effectother than subleases in connection with convenience stores ((x) all such real property as of the date hereof, together with all material leases, subleases and ground leases for real property leased or subleased to each Group Company after the date hereof and prior to the Closing, the Company “Sapphire Leased Real Property”, and (y) all such material leases, subleases and ground leases, including all modifications, extensions, amendments or a Significant Subsidiary supplements thereto, as of the Company date hereof, together with all material leases, subleases and ground leases, including all modifications, extensions, amendments or supplements thereto, entered into after the date hereof and prior to the Closing, the “Sapphire Real Property Leases”). Sapphire has good made available to Athena true, correct and valid title to all complete copies of each Sapphire Real Property Lease as of the Company Owned Real Property date hereof, other than subleases in connection with convenience stores. Except as set forth on Section 5.14(b)(ii) of the Sapphire Disclosure Schedule and has except as would not, individually or in the aggregate, be material to the operations of the Sapphire Group Companies as currently conducted, taken as a whole, (i) the Sapphire Group Companies have valid leasehold or sub-leasehold license (or its jurisdictional equivalent) interests in all of the Company Sapphire Leased Real Property, and each of them has good title to all its owned personal property and valid leasehold or sub-leasehold interests in all its leased personal property, in each case free and clear of all Liens (except for other than Permitted Liens). There is no pending or, to the Knowledge of the Company, threatened condemnation, eminent domain or similar proceedings affecting any material portion of the Company Owned ; (ii) each Sapphire Real Property or, to the Knowledge of the Company, any material portion of the Company Leased Real Property. Except as would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor any of its Significant Subsidiaries has leased or otherwise granted to any Person the right to use or occupy all or any material portion of the Company Real Property, and there are no outstanding options, rights of first offer or rights of first refusal to purchase all or any material portion of, or material interest in, any Company Owned Real Property. Neither the Company nor any of its Significant Subsidiaries Lease is in breach of or default under the terms of any Lease that is material to the business of the Company full force and its Significant Subsidiaries, taken as a whole, and, no event has occurred effect and no condition exists that, with notice or lapse of time, or both, would constitute a breach of or default under the terms of any Lease by the Company or any of its Significant Subsidiaries, in each case, where such breaches or defaults would have or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. To the Knowledge of the Company, no other parties to any Leases of Company Leased Real Property are in breach of or default under the terms of any such Leases where such breaches or defaults would have or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Lease of Company Leased Real Property is a valid and binding obligation agreement of the applicable Sapphire Group Company or the Significant Subsidiary of the Company which is party thereto and, to the Knowledge of the CompanySapphire’s Knowledge, of each other party thereto, and is enforceable against such Sapphire Group Company and, to Sapphire’s Knowledge, of each other party thereto, in full force and effectaccordance with its terms, except that such enforcement may be subject to the Enforceability Exceptions; (iii) no Sapphire Group Company that is a party to any such Sapphire Real Property Lease has delivered or received written notice of material default under any Sapphire Real Property Lease; (iv) no Sapphire Group Company is a sublessor or grantor under any sublease or other instrument granting another Person any right to the possession, use or occupancy of any Sapphire Leased Real Property, other than subleases in connection with convenience stores; (v) all of the Sapphire Real Property Leases have been entered into for a period of no less than five (5) years and comply with all legal requirements to entitle the respective Sapphire Group Company which is a party thereto to request mandatory renovation of said lease (ação renovatória); and (vi) neither Sapphire nor any of its Subsidiaries (including the Sapphire Group Companies) has received a written notice of any condemnation, expropriation, eminent domain or similar Action affecting all or any portion of the Sapphire Leased Real Property.

Real Property; Personal Property. Section 4.16 5.16 of the Company Disclosure Letter lists each real property that is material to the business of the Company and its Significant Subsidiaries, taken as a whole, that is leased by the Company or its Significant Subsidiaries (the “Company Leased Real Property”) and each real property owned in fee by the Company or its Significant Subsidiaries (the “Company Owned Real Property”; and, together with the Company Leased Real Property, the “Company Real Property”). The Company Real Property comprises, in all material respects, comprises all of the real property occupied or otherwise used in the operation of the Company’s business. A true and complete copy of each Lease of Company Leased Real Property that is material to the business of the Company and its Significant Subsidiaries, taken as a whole, has been made available to Parent prior to the date of this Agreement. Except as would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company or a Significant Subsidiary of the Company has good and valid title to all of the Company Owned Real Property and has valid leasehold or sub-leasehold interests in all of the Company Leased Real Property, and each of them has good title to all its owned personal property and has valid leasehold or sub-leasehold sublease hold interests in all its of the Company Leased Real Property and leased personal property, in each case free and clear of all Liens (except for Permitted Liens). There is no pending or, to the Knowledge of the Company, threatened condemnation, eminent domain or similar proceedings affecting any material portion of the Company Owned Real Property or, to the Knowledge of the Company, any material portion of the Company Leased Real Property. Except as would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither Neither the Company nor any of its Significant Subsidiaries has leased or otherwise granted to any Person the right to use or occupy all any of the Company Owned Real Property or any material portion of the Company Real Propertythereof, and there are no outstanding options, rights of first offer or rights of first refusal to purchase all or any material portion of, or material interest in, any such Company Owned Real PropertyProperty or any portion thereof or interest therein. Neither the Company nor any of its Significant Subsidiaries is in breach of or default under the terms of any Lease that is material to the business of the Company and its Significant Subsidiaries, taken as a whole, and, no event has occurred and no condition exists that, with notice or lapse of time, or both, would constitute a where such breach of or default under the terms of any Lease by the Company or any of its Significant Subsidiaries, in each case, where such breaches or defaults would have or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. To the Knowledge of the Company, no other parties party to any Leases of Company Leased Real Property are Lease is in breach of or default under the terms of any such Leases Lease where such breaches breach or defaults default would have or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Lease of Company Leased Real Property is a valid and binding obligation of the Company or the Significant Subsidiary of the Company which is party thereto and, to the Knowledge of the Company, of each other party thereto, and is in full force and effect, except that such enforcement may be subject to the Enforceability Exceptions.. 50

Real Property; Personal Property. Section 4.16 No Wilhelmina Transferred Company nor any of their Subsidiaries owns any Real Property or is a party to any option, agreement or other document pursuant to which such Wilhelmina Transferred Company or such Subsidiary has the Company Disclosure Letter lists right or obligation to purchase or acquire title to or any interest in any Real Property. Schedule 3.8 hereof sets forth a true and complete list of each real property that is material to Lease for Real Property executed by or binding upon the business of the Company Wilhelmina Transferred Companies and its Significant their Subsidiaries, taken as a wholelessor or lessee, that is leased by the Company sublessor or its Significant Subsidiaries sublessee, landlord or tenant, or assignor or assignee (the “Company Real Property Leases”), and a true and complete description of all Leased Real Property”) . Each of the Real Property Leases and each real all leases of personal property owned in fee by to which the Company Wilhelmina Transferred Companies or its Significant any of their Subsidiaries is a party (the “Company Owned Real PropertyPersonal Property Leases”; and) is legal, together with the Company Leased Real Property, the “Company Real Property”). The Company Real Property comprises, valid and binding and in all full force and effect without any material respects, all of the real property occupied or otherwise used in the operation of the Company’s business. A true and complete copy of each Lease of Company Leased Real Property that is material to the business of the Company and its Significant Subsidiaries, taken as a whole, has been made available to Parent prior to the date of this Agreement. Except as would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Default thereof by any Wilhelmina Transferred Company or a Significant any Subsidiary of the Company has good and valid title to all of the Company Owned Real Property and has valid leasehold or sub-leasehold interests in all of the Company Leased Real Property, and each of them has good title to all its owned personal property and valid leasehold or sub-leasehold interests in all its leased personal property, in each case free and clear of all Liens (except for Permitted Liens). There is no pending thereof or, to the Knowledge of the CompanyCompany or any Control Seller, threatened condemnationany other party thereto and each of the Real Property Leases and Personal Property Leases affords the Wilhelmina Transferred Companies or their Subsidiaries (whichever is a party thereto) peaceful and undisturbed possession of the Leased Real Property or Leased Personal Property, eminent domain as the case may be, which is the subject matter of the applicable Real Property Lease or similar proceedings affecting Personal Property Lease, subject to the terms and conditions of the Real Property Lease or Personal Property Lease, as the case may be. The Leased Real Property constitutes the only Real Property leased by the Wilhelmina Transferred Companies or their Subsidiaries or otherwise used by the Wilhelmina Transferred Companies or their Subsidiaries in connection with the operation of their Business as currently conducted and as presently proposed to be conducted. Except for the occupancy and use of the Leased Real Property by the Wilhelmina Transferred Companies or their Subsidiaries, there are no leases, tenancies, licenses or other rights of occupancy or use for any material portion of the Company Owned Leased Real Property orProperty, to and, except as set forth on Schedule 3.8, no Person or entity other than the Knowledge of the Company, Wilhelmina Transferred Companies or their Subsidiaries occupies or uses any material portion of the Company Leased Real Property. Except as would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor any of its Significant Subsidiaries has leased or otherwise granted to any Person the right to use or occupy all or any material portion True and complete copies of the Company Real Property, and there are no outstanding options, rights of first offer or rights of first refusal to purchase all or any material portion of, or material interest in, any Company Owned Real Property. Neither the Company nor any of its Significant Subsidiaries is in breach of or default under the terms of any Lease that is material Property Leases have been delivered to the business of the Company and its Significant Subsidiaries, taken as a whole, and, no event has occurred and no condition exists that, with notice or lapse of time, or both, would constitute a breach of or default under the terms of any Lease by the Company or any of its Significant Subsidiaries, in each case, where such breaches or defaults would have or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. To the Knowledge of the Company, no other parties to any Leases of Company Leased Real Property are in breach of or default under the terms of any such Leases where such breaches or defaults would have or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Lease of Company Leased Real Property is a valid and binding obligation of the Company or the Significant Subsidiary of the Company which is party thereto and, to the Knowledge of the Company, of each other party thereto, and is in full force and effect, except that such enforcement may be subject to the Enforceability ExceptionsPurchaser.

Real Property; Personal Property. (i) Section 4.16 3.1(n)(i)(a) of the Company Disclosure Letter lists each Schedule sets forth a list of all real property that is material to the business of the Company and its Significant Subsidiaries, taken as a whole, that is leased owned by the Company or any of its Significant Subsidiaries (collectively, the “Company Leased Real Property”) and each real property owned in fee by the Company or its Significant Subsidiaries (the “"Company Owned Real Property”; and, together with the Company Leased Real Property, the “Company Real Property”Properties"). The Company Real Property comprises, in all material respects, all and each of the real property occupied or otherwise used in the operation of the Company’s business. A true and complete copy of each Lease of Company Leased Real Property that is material to the business of the Company and its Significant Subsidiaries, taken as a wholeapplicable, has been made available to Parent prior to the date of this Agreement. Except as would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company or a Significant Subsidiary of the Company has owns good and valid marketable title to all of the Company Owned Real Property and has valid leasehold or sub-leasehold interests in all of the Company Leased Real PropertyProperties, and each of them has good title to all its owned personal property and valid leasehold or sub-leasehold interests in all its leased personal property, in each case free and clear of all Liens (except for Liens, other than Permitted Liens), except as would not reasonably be expected to have a Company Material Adverse Effect. Except as set forth in Section 3.1(n)(i)(b) of the Company Disclosure Schedule, there are no parties other than the Company or its Subsidiaries in possession of the Company Owned Properties. There is are no pending or, to the Knowledge of the Company, any threatened condemnation, eminent domain or similar proceedings administrative Actions affecting any material Company Owned Property or any portion thereof, except as would not reasonably be expected to have a Company Material Adverse Effect. (ii) Section 3.1(n)(ii)(a) of the Company Owned Disclosure Schedule sets forth a list of all real property leased or subleased, as tenant or subtenant, by the Company or any of its Subsidiaries (the "Company Leased Properties"). The Company Leased Properties set forth in Section 3.1(n)(ii)(b) of the Company Disclosure Schedule consist of material Company Leased Real Property orand other Company Leased Real Property having annual lease payment obligations in excess of $1,000,000 (collectively, the "Material Leased Properties"). Except as set forth in Section 3.1(n)(ii)(c) of the Company Disclosure Schedule, the Company and each of its Subsidiaries, as the case may be, has a valid leasehold interest in each Material Leased Property, free and clear of all Liens, other than Permitted Liens, except as would not reasonably be expected to have a Company Material Adverse Effect. All leases related to any Material Leased Property are in full force and effect and are enforceable in accordance with their respective terms, subject to the Bankruptcy and Equity Exception, except as would not reasonably be expected to have a Company Material Adverse Effect. The Company has not received any written notice of a default under the leases related to the Material Leased Properties, and to the Knowledge of the Company, any material portion of the Company landlords under such leases relating to the Material Leased Real Property. Except Properties are not in default, except as would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor any of its Significant Subsidiaries has leased or otherwise granted to any Person the right to use or occupy all or any material portion of the Company Real Property, and there are no outstanding options, rights of first offer or rights of first refusal to purchase all or any material portion of, or material interest in, any Company Owned Real Property. Neither the Company nor any of its Significant Subsidiaries is in breach of or default under the terms of any Lease that is material to the business of the Company and its Significant Subsidiaries, taken as a whole, and, no event has occurred and no condition exists that, with notice or lapse of time, or both, would constitute a breach of or default under the terms of any Lease by the Company or any of its Significant Subsidiaries, in each case, where such breaches or defaults would have or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. To the Knowledge of the Company, no other parties to any Leases of Company Leased Real Property are in breach of or default under the terms of any such Leases where such breaches or defaults would have or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Lease of Company Leased Real Property is a valid and binding obligation of the Company or the Significant Subsidiary of the Company which is party thereto and, to the Knowledge of the Company, of each other party thereto, and is in full force and effect, except that such enforcement may be subject to the Enforceability Exceptions.23 (o)

Real Property; Personal Property. Except as has not had and would not have, individually or in the aggregate, a Company Material Adverse Effect: (a) the Company and its Subsidiaries have good, marketable and valid fee simple title to all of the real property owned by the Company and its Subsidiaries (the “Owned Real Property”), free and clear of Liens, except Permitted Liens; (b) the Company or a Subsidiary of the Company has valid leasehold interests in all of its leased real property, free and clear of all Liens (except for Permitted Liens and all other title exceptions, changes, defects, easements, restrictions, encumbrances and other matters, whether or not of record, that do not materially affect the current and continued use of the applicable property for the purposes for which such property is currently being used by the Company or a Subsidiary of the Company as of the date hereof); (c) each lease, license, sublease and occupancy agreement (each, a “Lease”) with respect to real property leased, licensed, subleased or otherwise used by the Company or its Subsidiaries as lessee or sublessee (the “Leased Real Property”, together with real property owned by the Company and its Subsidiaries, the “Real Property”), is in full force and effect and enforceable in accordance with their respective terms against the Company or its Subsidiaries that are party thereto and, to the Knowledge of the Company, to the other parties thereto; (d) neither the Company nor any of its Subsidiaries is in breach or default under any of the Leases, and no event has occurred which, with notice, lapse of time or both, would constitute a default or breach of such Leases by any of the Company or its Subsidiaries; and (e) to the Knowledge of the Company, there is no pending or written threat of condemnation or similar action affecting any of the Real Property. Section 4.16 3.16 of the Company Disclosure Letter lists each real property that is material to the business of the Company and its Significant Subsidiaries, taken as sets forth a whole, that is leased by the Company or its Significant Subsidiaries (the “Company Leased Real Property”) and each real property owned in fee by the Company or its Significant Subsidiaries (the “Company Owned Real Property”; and, together with the Company Leased Real Property, the “Company Real Property”). The Company Real Property comprises, in all material respects, all of the real property occupied or otherwise used in the operation of the Company’s business. A true and complete copy list of each Lease of Company all Owned Real Property and Leased Real Property that is material to the business of the Company and its Significant Subsidiaries, taken as a whole, . The Company has been made available to Parent prior copies of all deeds, surveys, title policies or title reports in the Company’s possession or control for each parcel of Owned Real Property, together with true and complete copies of each Lease that is material to the date of this AgreementCompany and its Subsidiaries, taken as a whole. Except as has not had and would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company and each of its Subsidiaries has good title to, or a Significant Subsidiary valid and binding leasehold interest in, all the personal property reflected in the consolidated balance sheet of the Company has good and valid title to all of included in the Company Owned Real Property and has valid leasehold or sub-leasehold interests in all of the Company Leased Real PropertySEC Documents, and each of them has good title to all its owned personal property and valid leasehold or sub-leasehold interests in all its leased personal property, in each case free and clear of all Liens (except for other than Permitted Liens). There is no pending or, to the Knowledge of the Company, threatened condemnation, eminent domain or similar proceedings affecting any material portion of the Company Owned Real Property or, to the Knowledge of the Company, any material portion of the Company Leased Real Property. Except as would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor any of its Significant Subsidiaries has leased or otherwise granted to any Person the right to use or occupy all or any material portion of the Company Real Property, and there are no outstanding options, rights of first offer or rights of first refusal to purchase all or any material portion of, or material interest in, any Company Owned Real Property. Neither the Company nor any of its Significant Subsidiaries is in breach of or default under the terms of any Lease that is material to the business of the Company and its Significant Subsidiaries, taken as a whole, and, no event has occurred and no condition exists that, with notice or lapse of time, or both, would constitute a breach of or default under the terms of any Lease by the Company or any of its Significant Subsidiaries, in each case, where such breaches or defaults would have or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. To the Knowledge of the Company, no other parties to any Leases of Company Leased Real Property are in breach of or default under the terms of any such Leases where such breaches or defaults would have or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Lease of Company Leased Real Property is a valid and binding obligation of the Company or the Significant Subsidiary of the Company which is party thereto and, to the Knowledge of the Company, of each other party thereto, and is in full force and effect, except that such enforcement may be subject to the Enforceability Exceptions.

Real Property; Personal Property. Section 4.16 5.16 of the Company Disclosure Letter lists each real property that is material to the business of the Company and its Significant Subsidiaries, taken as a whole, that is leased by the Company or its Significant Subsidiaries (the “Company Leased Real Property”) and each real property owned in fee by the Company or its Significant Subsidiaries (the “Company Owned Real Property”; and, together with the Company Leased Real Property, the “Company Real Property”). The Company Real Property comprises, in all material respects, comprises all of the real property occupied or otherwise used in the operation of the Company’s business. A true and complete copy of each Lease of Company Leased Real Property that is material to the business of the Company and its Significant Subsidiaries, taken as a whole, has been made available to Parent prior to the date of this Agreement. Except as would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company or a Significant Subsidiary of the Company has good and valid title to all of the Company Owned Real Property and has valid leasehold or sub-leasehold interests in all of the Company Leased Real Property, and each of them has good title to all its owned personal property and has valid leasehold or sub-leasehold sublease hold interests in all its of the Company Leased Real Property and leased personal property, in each case free and clear of all Liens (except for Permitted Liens). There is no pending or, to the Knowledge of the Company, threatened condemnation, eminent domain or similar proceedings affecting any material portion of the Company Owned Real Property or, to the Knowledge of the Company, any material portion of the Company Leased Real Property. Except as would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither Neither the Company nor any of its Significant Subsidiaries has leased or otherwise granted to any Person the right to use or occupy all any of the Company Owned Real Property or any material portion of the Company Real Propertythereof, and there are no outstanding options, rights of first offer or rights of first refusal to purchase all or any material portion of, or material interest in, any such Company Owned Real PropertyProperty or any portion thereof or interest therein. Neither the Company nor any of its Significant Subsidiaries is in breach of or default under the terms of any Lease that is material to the business of the Company and its Significant Subsidiaries, taken as a whole, and, no event has occurred and no condition exists that, with notice or lapse of time, or both, would constitute a where such breach of or default under the terms of any Lease by the Company or any of its Significant Subsidiaries, in each case, where such breaches or defaults would have or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. To the Knowledge of the Company, no other parties party to any Leases of Company Leased Real Property are Lease is in breach of or default under the terms of any such Leases Lease where such breaches breach or defaults default would have or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Lease of Company Leased Real Property is a valid and binding obligation of the Company or the Significant Subsidiary of the Company which is party thereto and, to the Knowledge of the Company, of each other party thereto, and is in full force and effect, except that such enforcement may be subject to the Enforceability Exceptions.

Real Property; Personal Property. Section 4.16 5.16 of the Company Parent Disclosure Letter lists each real property that is material to the business of the Company and its Significant Subsidiaries, taken as a whole, that is leased by the Company Parent or its Significant Subsidiaries (the “Company Parent Leased Real Property”) and each real property owned in fee by the Company Parent or its Significant Subsidiaries (the “Company Parent Owned Real Property”; and, together with the Company Parent Leased Real Property, the “Company Parent Real Property”). The Company Real Property comprises, in all material respects, ) comprises all of the real property occupied or otherwise used in the operation of the CompanyParent’s business. A true and complete copy of each Lease of Company Leased Real Property that is material to the business of the Company and its Significant Subsidiaries, taken as a whole, has been made available to Parent prior to the date of this Agreement. Except as would not have or reasonably be expected to have, individually or in the aggregate, a Company Parent Material Adverse Effect, the Company Parent or a Significant Subsidiary of the Company Parent has good and valid title to all of the Company Parent Owned Real Property and has valid leasehold or sub-leasehold interests in all of the Company Leased Real Property, and each of them has good title to all its owned personal property and has valid leasehold or sub-leasehold sublease hold interests in all its of the Parent Leased Real Property and leased personal property, in each case free and clear of all Liens (except for Permitted Liens). There is no pending or, to the Knowledge of the Company, threatened condemnation, eminent domain or similar proceedings affecting any material portion of the Company Owned Real Property or, to the Knowledge of the Company, any material portion of the Company Leased Real Property. Except as would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither the Company Neither Parent nor any of its Significant Subsidiaries has leased or otherwise granted to any Person the right to use or occupy all any of the Parent Owned Real Property or any material portion of the Company Real Propertythereof, and there are no outstanding options, rights of first offer or rights of first refusal to purchase all such Parent Owned Real Property or any material portion of, thereof or material interest in, any Company Owned Real Propertytherein. Neither the Company Parent nor any of its Significant Subsidiaries is in breach of or default under the terms of any Lease that is material to where such breach or default would have, individually or in the business aggregate, a Parent Material Adverse Effect. To the Knowledge of the Company and its Significant Subsidiaries, taken as a whole, andParent, no event has occurred and no condition exists that, with notice or lapse of time, or both, would constitute a other party to any Lease is in breach of or default under the terms of any Lease by the Company or any of its Significant Subsidiaries, in each case, where such breaches breach or defaults default would have or would reasonably be expected to have, individually or in the aggregate, a Company Parent Material Adverse Effect. To the Knowledge of the Company, no other parties to any Leases of Company Leased Real Property are in breach of or default under the terms of any such Leases where such breaches or defaults Except as would have or would reasonably be expected to not have, individually or in the aggregate, a Company Material Adverse Effect. Except as would not have or reasonably be expected to have, individually or in the aggregate, a Company Parent Material Adverse Effect, each Lease of Company Leased Real Property is a valid and binding obligation of the Company Parent or the Significant Subsidiary of the Company Parent which is party thereto and, to the Knowledge of the CompanyParent, of each other party thereto, and is in full force and effect, except that such enforcement may be subject to the Enforceability Exceptions.

Real Property; Personal Property. Section 4.16 of the Company Disclosure Letter lists each real property that is material to the business of the Company and its Significant Subsidiaries, taken as a whole, that is leased by the Company or its Significant Subsidiaries (the “Company Leased Real Property”) and each real property owned in fee by the Company or its Significant Subsidiaries (the “Company Owned Real Property”; and, together with the Company Leased Real Property, the “Company Real Property”). The Company Real Property comprises, in all material respects, which comprises all of the real property occupied or otherwise used in the operation of the Company’s business. A true and complete copy of each Lease of Company Leased Real Property that is material to the business of the Company and its Significant Subsidiaries, taken as a whole, has been made available to Parent prior to the date of this Agreement. Except as would not have or have, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company or a Significant Subsidiary of the Company has good and valid title to all of the Company Owned Real Property and has valid leasehold or sub-leasehold interests in all of the Company Leased Real Property, and each of them has good title to all its owned personal property and has valid leasehold or sub-leasehold subleasehold interests in all its of Company Leased Real Property and leased personal property, in each case free and clear of all Liens (except for Permitted Liens). There is no pending or, to the Knowledge of the Company, threatened condemnation, eminent domain or similar proceedings affecting any material portion of the Company Owned Real Property or, to the Knowledge of the Company, any material portion of the Company Leased Real Property. Except as would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither the Neither Company nor any of its Significant Subsidiaries has leased or otherwise granted to any Person the right to use or occupy all any of the Company Owned Real Property or any material portion of the Company Real Propertythereof, and there are no outstanding options, rights of first offer or rights of first refusal to purchase all or any material portion of, or material interest in, any such Company Owned Real PropertyProperty or any portion thereof or interest therein. Neither the Company nor any of its Significant Subsidiaries is in breach of or default under the terms of any Lease that is material to the business of the Company and its Significant Subsidiaries, taken as a whole, and, no event has occurred and no condition exists that, with notice or lapse of time, or both, would constitute a where such breach of or default under the terms of any Lease by the Company or any of its Significant Subsidiarieswould have, in each case, where such breaches or defaults would have or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. To the Knowledge of the Company, no other parties party to any Leases of Company Leased Real Property are Lease is in breach of or default under the terms of any such Leases Lease where such breaches breach or defaults default would have have, or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as would not have or have, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Lease of Company Leased Real Property is a valid and binding obligation of the Company or the Significant Subsidiary of the Company which is party thereto and, to the Knowledge of the Company, of each other party thereto, and is in full force and effect, except that such enforcement may be subject to the Enforceability Exceptions.

Real Property; Personal Property. Section 4.16 of the Company Disclosure Letter lists each real property that is material to the business of the Company and its Significant Subsidiaries, taken as a whole, that is leased by the Company or its Significant Subsidiaries (the “Company Leased Real Property”) and each real property owned in fee by the Company or its Significant Subsidiaries (the “Company Owned Real Property”; and, together with the Company Leased Real Property, the “Company Real Property”). The Company Real Property comprises, in all material respects, all of the real property occupied or otherwise used in the operation of the Company’s business. A true and complete copy of each Lease of Company Leased Real Property that is material to the business of the Company and its Significant Subsidiaries, taken as a whole, has been made available to Parent prior to the date of this Agreement. Except as would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company or a Significant Subsidiary of the Company has good and valid title to all of real property owned by the Company or its Subsidiaries (the “Company Owned Real Property Property”) and has valid leasehold or sub-leasehold interests in all of the Company Leased Real Property, and each of them has good title to all its owned personal property and has valid leasehold or sub-leasehold sublease hold interests in all real property leased by the Company or its Subsidiaries (the “Company Leased Real Property” and, together with the Company Owned Real Property, the “Company Real Property”) and leased personal property, in each case free and clear of all Liens (except for Permitted Liens). There is no pending or, to the Knowledge of the Company, threatened condemnation, eminent domain or similar proceedings affecting any material portion of the Company Owned Real Property or, to the Knowledge of the Company, any material portion of the Company Leased Real Property. Except as would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor any of its Significant Subsidiaries has leased or otherwise granted to any Person the right to use or occupy all any of the Company Owned Real Property or any material portion of the Company Real Propertythereof, and there are no outstanding options, rights of first offer or rights of first refusal to purchase all or any material portion of, or material interest in, any such Company Owned Real PropertyProperty or any portion thereof or interest therein. Neither the Company nor any of its Significant Subsidiaries is in breach of or default under the terms of any Lease that is material to the business of the Company and its Significant Subsidiaries, taken as a whole, and, no event has occurred and no condition exists that, with notice or lapse of time, or both, would constitute a where such breach of or default under the terms of any Lease by the Company or any of its Significant Subsidiaries, in each case, where such breaches or defaults would have or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. To the Knowledge of the Company, no other parties party to any Leases of Company Leased Real Property are Lease is in breach of or default under the terms of any such Leases Lease where such breaches breach or defaults default would have or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Lease of Company Leased Real Property is a valid and binding obligation of the Company or the Significant Subsidiary of the Company which is party thereto and, to the Knowledge of the Company, of each other party thereto, and is in full force and effect, except that such enforcement may be subject to the Enforceability Exceptions.